UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
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[X] |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) |
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OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended August 27, 2003
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[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From _____ to ____
Commission file number 1-8308
Luby's, Inc.
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Delaware |
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74-1335253 |
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(State of incorporation) |
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(IRS Employer Identification Number) |
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2211 Northeast Loop 410 |
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(Address of principal executive offices, including zip code) |
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(210) 654-9000 |
www.lubys.com |
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(Registrant's telephone number, including area code, and Website) |
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Securities registered pursuant to Section 12(b) of the Act:
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Name of Exchange on |
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Common Stock Par Value ($.32 par value) |
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New York Stock Exchange |
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Common Stock Purchase Rights |
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes
X NoIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the shares of Common Stock of the registrant held by nonaffiliates of the registrant as of November 3, 2003, was approximately $55,022,819 (based upon the assumption that directors and executive officers are the only affiliates).
The aggregate market value of the shares of Common Stock of the registrant held by nonaffiliates of the registrant as of February 12, 2003, was approximately $26,545,468 (based upon the assumption that directors and executive officers are the only affiliates).
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes
X NoAs of November 3, 2003, there were 22,470,004 shares of the registrant's Common Stock outstanding, which does not include 4,933,063 treasury shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following document are incorporated by reference into the designated parts of this Form 10-K:
Definitive Proxy Statement relating to 2004 annual meeting of shareholders (in Part III)
Luby's, Inc.
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Page |
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Part I |
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4 |
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5 |
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6 |
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6 |
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6 |
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Part II |
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Market for Registrant's Common Equity and Related Stockholder Matters |
7 |
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8 |
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Management's Discussion and Analysis of Financial Condition and Results of Operations |
9 |
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21 |
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22 |
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
45 |
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45 |
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Part III |
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47 |
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47 |
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
47 |
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48 |
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48 |
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Part IV |
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49 |
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55 |
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Additional Information
The Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports are available free of charge via hyperlink on its website at www.lubys.com. The Company makes these reports available as soon as reasonably practicable upon filing with the SEC. Information on the Company's website is not incorporated into this report.
PART I
Overview
Luby's, Inc. (formerly, Luby's Cafeterias, Inc.) was originally incorporated in Texas in 1959 and was reincorporated in Delaware on December 31, 1991. The Company's administrative offices are at 2211 Northeast Loop 410, P. O. Box 33069, San Antonio, Texas 78265-3069.
Luby's, Inc. was restructured into a holding company on February 1, 1997, at which time all of the operating assets were transferred to Luby's Restaurants Limited Partnership, a Texas limited partnership composed of two wholly owned, indirect corporate subsidiaries of the Company. All restaurant operations are conducted by the partnership. Unless the context indicates otherwise, the word "Company" as used herein includes the partnership and the consolidated corporate subsidiaries of Luby's, Inc.
As of November 3, 2003, the Company operated 144 restaurants under the name "Luby's." These establishments are located in close proximity to retail centers, business developments, and residential areas throughout seven states (listed under Item 2). Of the 144 restaurants, 97 are at locations owned by the Company and 47 are on leased premises. Two of the restaurants primarily serve seafood, one is a steak buffet, four are full-time buffets, 22 are cafeteria-style restaurants with all-you-can-eat options, and 115 are traditional cafeterias.
Operations
The Company's operations provide guests with a wide variety of delicious, home-style food, with the majority of locations serving cafeteria-style. Daily, each restaurant offers 12 to 14 entrees, 12 to 14 vegetable dishes, 12 to 16 salads, and 15 to 18 varieties of desserts. Food is prepared in small quantities throughout serving hours, and frequent quality checks are conducted.
The Company's historical marketing research has shown that its products appeal to a broad range of value-oriented consumers with particular success among families with children, seniors, shoppers, travelers, and business people looking for a quick, homestyle meal at a reasonable price. During fiscal 2003, the Company spent approximately 0.6% of its sales on traditional marketing venues, including newsprint, radio, point-of-purchase, and local-store marketing. Also in fiscal 2003, the Company continued to invest in distinctive store marquees to enhance guest awareness of specific store promotions. The total number of operating locations with marquees as of the end of fiscal 2003 was 103.
Luby's restaurants are generally open for lunch and dinner seven days a week. All of the restaurants sell take-out orders, and many of them have separate food-to-go entrances, which provide guests the option of enjoying complete and flavorful meals at the office or at home. Take-out orders accounted for 12.9% of sales in fiscal 2003. Breakfast is served on weekends in 38 of its restaurants, accounting for 0.9% of sales. Those locations offer a wide array of popular breakfast foods served buffet style. They also have made-to-order omelette, pancake, and waffle stations.
Each restaurant is operated as a separate unit under the control of a general manager who has responsibility for day-to-day operations, including food production and personnel employment and supervision. The Company's philosophy is to grant broad authority to its restaurant managers to direct the daily operations of their stores and, in turn, to compensate them on the basis of their performance, believing this strategy to be a significant factor in restaurant profitability. Of the total number of general managers employed by the Company, 106 have been employed for more than ten years. Typically, an individual is employed for a period of four to seven years before he or she is considered qualified to become a general manager.
The Company operates from a centralized purchasing arrangement to obtain the economic benefit of bulk purchasing and lower prices for most of its food products. The arrangement involves a competitively selected prime vendor for each of its three major purchasing regions.
Foods are prepared fresh daily at the Company's restaurants. Menus are reviewed periodically by a committee of managers and chefs. The committee introduces newly developed recipes to ensure offerings are varied and that seasonal food preferences are incorporated.
Quality control teams also help to maintain uniform standards of food preparation. The teams visit each restaurant as necessary and work with the staff to check adherence to Company recipes, train personnel in new techniques, and implement systems and procedures used universally throughout the Company.
During the fiscal year ended August 27, 2003, the Company closed approximately 50 underperforming units, of which approximately 40 were closed in accordance with its new business plan. Since August 27, 2003, the Company has closed four other underperforming restaurants.
Of the 144 restaurants currently in operation, two were opened during the year under different concepts, including the second of the Company's seafood concept and its first Steak Buffet. In addition to changing the concepts in some locations based upon their surrounding demographics, the Company believes one of its primary opportunities for growth centers around improving same-store sales at existing locations.
As of the fiscal year-end, the Company had a workforce of approximately 7,550, consisting of 7,000 nonmanagement restaurant workers; 400 restaurant managers, associate managers, and assistant managers; and 150 clerical, administrative, and executive employees. Employee relations are considered to be good. The Company has never had a strike or work stoppage and is not subject to collective bargaining agreements.
Service Marks
The Company uses several service marks, including "Luby's," and believes that such marks are of material importance to its business. The Company has federal registrations for its service marks as deemed appropriate.
The Company is not the sole user of the name Luby's in the cafeteria business. A cafeteria using the name Luby's is being operated in Texas by an unaffiliated company. The Company's legal counsel is of the opinion that the Company has the paramount right to use the name Luby's as a service mark in the United States and that the other user could be precluded from expanding its use of the name as a service mark.
Competition and Other Factors
The foodservice business is highly competitive, and there are numerous restaurants and other foodservice operations in each of the markets where the Company operates. The quality of food served, in relation to price and public reputation, is an important factor in foodservice competition. Neither the Company nor any of its competitors has a significant share of the total market in any area in which the Company competes. The Company believes that its principal competitors include family-style and fast-casual restaurants, buffets, and quick-service establishments in the home-meal-replacement category.
The Company's facilities and food products are subject to state and local health and sanitation laws. In addition, the Company's operations are subject to federal, state, and local regulations with respect to environmental and safety matters, including regulations concerning air and water pollution and regulations under the Americans with Disabilities Act and the federal Occupational Safety and Health Act. Over the years, such laws and regulations have resulted in increased costs that have been absorbed by the Company, in turn, improving its compliance.
The Company's restaurants constructed prior to 1999 typically contain 9,000 to 10,500 square feet of floor space and can seat 250 to 300 guests simultaneously. In more recent years, the Company built several more-contemporary units. They contain 6,000 to 8,600 square feet of floor space and can seat 170 to 214 guests simultaneously.
Luby's restaurants are well maintained and in good condition. The Company refurbishes and updates restaurants and equipment as necessary to maintain their appearance and utility.
As of November 3, 2003, the Company's restaurants are regionally located as follows: two in Arizona, two in Arkansas, two in Louisiana, one in Missouri, three in Oklahoma, one in Tennessee, and 133 in Texas.
The Company owns the underlying land and buildings in which 97 of its restaurants are located. Several of these restaurant properties contain excess building space, which is rented to tenants unaffiliated with the Company.
In addition to the owned locations, 47 other restaurants are held under leases, including 22 in regional shopping malls. Most of the leases provide for a combination of fixed-dollar and percentage rentals. Many require the Company to pay additional amounts related to property taxes, hazard insurance, and maintenance of common areas. See Note 9 of the Notes to Consolidated Financial Statements for information concerning the Company's lease rental expenses and lease commitments. Of the 47 restaurant leases, the current terms of 27 expire before 2009, ten from 2009 to 2013, and ten thereafter. Forty-three of the leases can be extended beyond their current terms at the Company's option.
In addition to the properties currently in operation, the Company also has 34 locations on the market for sale.
The Company's primary administrative offices are located in a building owned by the Company containing approximately 40,000 square feet of useable office space.
The Company maintains public liability insurance and property damage insurance on its properties in amounts which management believes to be adequate.
The Company is from time to time subject to pending claims and lawsuits arising in the ordinary course of business. In the opinion of management, the ultimate resolution of such claims and lawsuits will not have a material adverse effect on the Company's operations or consolidated financial position. There are no material legal proceedings to which any director, officer, or affiliate of the Company, or any associate of any such director or officer, is a party, or has a material interest, adverse to the Company.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fourth quarter of the fiscal year ended August 27, 2003, to a vote of security holders of the Company.
Item 4A. Executive Officers of the Registrant
Certain information is set forth below concerning the executive officers of the Company, each of whom has been elected to serve until his successor is duly elected and qualified:
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Christopher J. Pappas |
2001 |
President and CEO (since March 2001), CEO of Pappas Restaurants, Inc. |
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Harris J. Pappas |
2001 |
Chief Operating Officer (since March 2001), President of Pappas Restaurants, Inc. |
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Ernest Pekmezaris |
2001 |
Senior Vice President and CFO (since March 2001), Treasurer and former CFO of Pappas Restaurants, Inc. |
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Peter Tropoli |
2001 |
Senior Vice President-Administration (since March 2001), attorney in private practice. |
31 |
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Stock Prices and Dividends
The Company's common stock is traded on the New York Stock Exchange under the symbol LUB. The following table sets forth, for the last two fiscal years, the high and low sales prices on the New York Stock Exchange from the consolidated transaction reporting system and the per share cash dividends declared on the common stock.
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Quarterly Cash Dividend |
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November 21, 2001 |
$9.49 |
$5.90 |
$.00 |
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February 13, 2002 |
7.80 |
5.50 |
.00 |
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May 8, 2002 |
7.33 |
6.00 |
.00 |
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August 28, 2002 |
7.05 |
5.00 |
.00 |
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November 20, 2002 |
5.53 |
3.55 |
.00 |
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February 12, 2003 |
4.50 |
1.10 |
.00 |
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May 7, 2003 |
2.80 |
.95 |
.00 |
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August 27, 2003 |
2.98 |
1.75 |
.00 |
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There were no sales of unregistered securities in fiscal 2003. As of November 3, 2003, there were approximately 3,777 record holders of the Company's common stock.
Item 6. Selected Financial Data
Five-Year Summary of Operations
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Year Ended |
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August 27, |
August 28, |
August 31, |
August 31, |
August 31, |
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2003 |
2002 |
2001 |
2000 |
1999 |
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(364 days) |
(362 days) |
(365 days) |
(366 days) |
(365 days) |
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(In thousands except per share data) |
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SALES |
$ |
318,521 |
$ |
334,473 |
$ |
385,416 |
$ |
403,608 |
$ |
411,474 |
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COSTS AND EXPENSES: |
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Cost of food |
87,048 |
85,275 |
95,835 |
100,952 |
99,308 |
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Payroll and related costs |
92,416 |
106,969 |
134,886 |
124,231 |
124,438 |
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Occupancy and other operating expenses |
97,708 |
101,178 |
113,901 |
108,179 |
108,935 |
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Depreciation and amortization |
18,104 |
18,122 |
18,652 |
18,050 |
15,806 |
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General and administrative expenses |
23,326 |
21,216 |
25,283 |
20,983 |
22,010 |
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Provision for asset impairments and |
2,060 |
271 |
30,402 |
11,577 |
- |
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320,662 |
333,031 |
418,959 |
383,972 |
370,497 |
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INCOME (LOSS) FROM OPERATIONS |
(2,141 |
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1,442 |
(33,543 |
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19,636 |
40,977 |
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Interest expense |
(7,610 |
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(7,676 |
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(8,135 |
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(3,529 |
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(3,891 |
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Other income, net |
7,217 |
2,374 |
2,167 |
2,207 |
1,853 |
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Income (loss) before income taxes |
(2,534 |
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(3,860 |
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(39,511 |
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18,314 |
38,939 |
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Provision (benefit) for income taxes |
- |
(1,032 |
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(13,654 |
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6,008 |
13,280 |
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Income (loss) from continuing operations |
(2,534 |
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(2,828 |
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(25,857 |
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12,306 |
25,659 |
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Discontinued operations, net of taxes |
(30,560 |
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(6,825 |
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(6,024 |
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(3,181 |
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2,954 |
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NET INCOME (LOSS) |
$ |
(33,094 |
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$ |
(9,653 |
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$ |
(31,881 |
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$ |
9,125 |
$ |
28,613 |
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Income (loss) per common share before |
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discontinued operations - Basic |
$ |
(0.11 |
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$ |
(0.13 |
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$ |
(1.15 |
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$ |
0.55 |
$ |
1.14 |
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Income (loss) per common share from |
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discontinued operations - Basic |
$ |
(1.36 |
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$ |
(0.30 |
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$ |
(0.27 |
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$ |
(0.14 |
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$ |
0.13 |
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Net income (loss) per common share - |
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basic |
$ |
(1.47 |
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$ |
(0.43 |
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$ |
(1.42 |
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$ |
0.41 |
$ |
1.27 |
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Income (loss) per common share before |
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discontinued operations - Assuming dilution |
$ |
(0.11 |
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$ |
(0.13 |
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$ |
(1.15 |
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$ |
0.55 |
$ |
1.13 |
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Income (loss) per common share from |
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discontinued operations - Assuming dilution |
$ |
(1.36 |
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$ |
(0.30 |
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$ |
(0.27 |
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$ |
(0.14 |
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$ |
0.13 |
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Net income (loss) per common share - |
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assuming dilution |
$ |
(1.47 |
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$ |
(0.43 |
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$ |
(1.42 |
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$ |
0.41 |
$ |
1.26 |
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Cash dividend declared per |
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common share |
$ |
0.00 |
$ |
0.00 |
$ |
0.00 |
$ |
0.70 |
$ |
0.80 |
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At year-end: |
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Total assets |
$ |
279,881 |
$ |
342,479 |
$ |
353,864 |
$ |
370,843 |
$ |
346,025 |
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Long-term debt (including net |
$ |
- |
$ |
5,883 |
$ |
127,401 |
$ |
116,000 |
$ |
78,000 |
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