SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
_______ EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1994
_____________________
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
_______ EXCHANGE ACT OF 1934
For the transition period from________to__________
Commission file number 1-5392
____________________________________
AMERICAN STORES COMPANY
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 87-0207226
_____________________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
709 East South Temple
Salt Lake City, Utah 84102
_____________________________________________________________________________
(Address of principal executive offices) (Zip Code)
801-539-0112
_____________________________________________________________________________
(Registrant's telephone number, including area code)
None
_____________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
___ ___
APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes____ No____
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of May 28, 1994: Common Stock, Par Value $1.00 - 142,713,586
shares.
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
AMERICAN STORES COMPANY
Consolidated Condensed Statements of Earnings
(unaudited)
(In thousands, except per share data)
Thirteen Weeks Ended
_____________________________________
April 30, May 1,
1994 1993
___________ ____________
Sales $4,607,652 $4,668,105
Cost of merchandise sold, including
warehousing and transportation expenses 3,387,851 3,466,320
__________ _________
Gross profit 1,219,801 1,201,785
Operating and administrative expenses 1,088,045 1,083,677
__________ _________
Operating profit 131,756 118,108
Other income (expense):
Interest expense (44,752) (50,100)
Gains (losses) on asset sales, other (584) 32,596
__________ _________
Net other income (expense) (45,336) (17,504)
__________ _________
Earnings before income taxes and extra-
ordinary item 86,420 100,604
Federal and state income taxes 38,457 44,097
__________ _________
Earnings before extraordinary item 47,963 56,507
Extraordinary item -- early retire-
ment of debt, net of tax (1) -- (15,000)
__________ _________
Net earnings $47,963 $41,507
========== =========
Earnings per share before extra-
ordinary item (2) $0.34 $0.40
Extraordinary item (2) -- $(0.11)
__________ _________
Net earnings per share (2) $0.34 $0.29
========== =========
Average shares outstanding (2) 142,619 141,880
Dividends per share (2) $0.12 $.10
____________________________________________________
See accompanying notes to consolidated condensed financial statements.
(1) A pre-tax charge of $25 million for early retirement of debt which was
reported in "Gains (losses) on asset sales, other" in the first quarter
of 1993 has been reclassified as an extraordinary item.
(2) First quarter of 1993 has been restated to reflect the March 1994 two-
for-one stock split.
<PAGE>
AMERICAN STORES COMPANY
Consolidated Condensed Balance Sheets
(unaudited)
(In thousands of dollars)
April 30, January 29,
1994 1994
___________ ____________
Current Assets:
Cash and cash equivalents $ 74,428 $ 59,580
Inventories 1,454,856 1,539,610
Other current assets 390,181 396,619
__________ __________
Total current assets 1,919,465 1,995,809
Property, plant and equipment, less
accumulated depreciation and amortization
of $1,763,025 on April 30, 1994 and
$1,694,150 on January 29, 1994 2,691,533 2,704,040
Property under capital leases, less
accumulated amortization of $110,470
on April 30, 1994 and $108,394 on
January 29, 1994 94,225 97,127
Goodwill 1,813,962 1,827,334
Other assets 297,551 303,124
__________ __________
Assets $6,816,736 $6,927,434
========== ==========
Current Liabilities:
Current maturities of long-term debt and
capital lease obligations $ 115,942 $76,538
Accounts payable 842,757 958,272
Accrued payroll and benefits 254,479 303,160
Current portion of self-insurance reserves 196,243 212,891
Income taxes payable 80,222 118,279
Other current liabilities 303,611 384,959
__________ __________
Total current liabilities 1,793,254 2,054,099
Long-term debt, less current maturities 2,100,649 2,003,866
Obligations under capital leases, less
current maturities 84,816 87,595
Self-insurance reserves, less current portion 535,033 520,010
Deferred income taxes 332,896 345,760
Other liabilities 192,691 173,819
Shareholders' equity 1,777,397 1,742,285
__________ __________
Liabilities and Shareholders' Equity $6,816,736 $6,927,434
========== ==========
____________________________________________________
See accompanying notes to consolidated condensed financial statements.
<PAGE>
AMERICAN STORES COMPANY
Consolidated Condensed Statements of Cash Flows
(unaudited)
(In thousands of dollars)
Thirteen Weeks Ended
_______________________________
April 30, May 1,
1994 1993
___________ ___________
Cash Flows from Operating Activities:
_____________________________________
Net earnings $47,963 $41,507
Adjustments to reconcile net earnings to net
cash (used in) provided by operating activities:
Depreciation and amortization 99,607 94,016
Net loss on asset sales 1,655 14,474
Deferred income taxes (12,864) (2,301)
Self-insurance reserves and other 17,059 16,488
Decrease in current assets:
Inventories 84,754 88,035
Other current assets 6,438 20,718
Decrease in current liabilities:
Accounts payable (115,515) (78,888)
Accrued payroll and benefits (48,681) (68,513)
Other current liabilities (119,405) (44,308)
_________ ________
Total adjustments (86,952) 39,721
_________ ________
Net cash (used in) provided by operating
activities (38,989) 81,228
_________ ________
Cash Flows from Investing Activities:
______________________________________
Expended for property, plant and equipment (69,981) (114,290)
Proceeds from sale of other assets 3,261 7,011
_________ ________
Net cash used in investing activities $(66,720) $(107,279)
_________ ________
<PAGE>
AMERICAN STORES COMPANY
Consolidated Condensed Statements of Cash Flows (continued)
(unaudited)
(In thousands of dollars)
Thirteen Weeks Ended
____________________________
April 30, May 1,
1994 1993
__________ __________
Cash Flows from Financing Activities:
_____________________________________
Net increase in borrowing under
existing credit facilities $136,128 $ 29,793
Principal payments for obligations under
capital leases (2,720) (2,805)
Proceeds from exercise of stock options 4,272 667
Cash dividends (17,123) (14,189)
_______ ________
Net cash provided by financing activities 120,557 13,466
_______ ________
Net increase (decrease) in cash and cash
equivalents 14,848 (12,585)
Cash and cash equivalents:
Beginning of quarter 59,580 54,048
_______ ________
End of quarter $ 74,428 $ 41,463
======= ========
Supplementary Information - Statements of Cash Flows:
____________________________________________________
Cash paid during the year for:
Interest (net of amounts capitalized) $ 55,775 $ 57,515
Income taxes, net of refunds $ 79,938 $ 22,805
____________________________________________________
See accompanying notes to consolidated condensed financial statements.
<PAGE>
AMERICAN STORES COMPANY
Notes to Consolidated Condensed Financial Statements
(unaudited)
April 30, 1994
Basis of Presentation
_____________________
In the opinion of management, the accompanying unaudited consolidated condensed
financial statements contain all normal recurring adjustments necessary to
present fairly the financial position of American Stores Company and its
subsidiaries as of April 30, 1994 and January 29, 1994 and the results of its
operations and cash flows for the thirteen weeks ended April 30, 1994 and May
1, 1993. The operating results for the interim periods are not necessarily
indicative of results for a full year. For a further discussion of the
Company's accounting policies, please refer to the Company's Form 10-K for the
fiscal year ended January 29, 1994.
Reclassification
________________
The first quarter 1993 financial statements have been reclassified to conform
to the current year presentation.
Net Earnings Per Share
______________________
Net earnings per share are determined by dividing the year-to-date weighted
average number of shares outstanding into net earnings. Common share
equivalents in the form of stock options are excluded from the calculation since
they have no material dilutive effect on per share figures. The assumed
conversion of subordinated convertible debt into common stock is also excluded
from the calculation since it has no material dilutive effect on net earnings
per share.
Stock Split
___________
On March 21, 1994, the Board of Directors declared a two-for-one stock split
that was paid to shareholders on April 21, 1994 in the form of a stock
dividend. All references to the number of shares and per share amounts have
been restated to reflect the effect of the split.
<PAGE>
Part I - Financial Information (continued)
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Results of Operations
_____________________
Total sales for the first quarter of 1994 were $4.6 billion compared to $4.7
billion in the first quarter of 1993. Like-store sales, or sales from stores
that have been open at least one year, decreased 1.4 percent in the first
quarter. The Company operated 1,689 stores at April 30, 1994 compared to 1,676
stores at May 1, 1993 (in each case, including the food and drug sides of 149
and 145 jointly operated Jewel Osco combination stores, respectively, which are
counted as two stores).
13 Weeks Ended
____________________________________
Like Stores April 30, May 1,
% Change 1994 1993
___________ __________ __________
[S] [C] [C] [C]
Sales:
Eastern food operations -3.16% $1,776,858 $1,838,562
Western food operations -2.37% 1,735,527 1,800,088
Drug store operations 3.26% 1,091,774 1,027,345
Other 3,493 2,110
____________________________________
Total sales -1.43% $4,607,652 $4,668,105
========== ==========
Eastern food operations include Acme Markets, Jewel Food Stores and Star
Market.
Western food operations include Lucky Northern California Division, Lucky
Southern California Division and Jewel Osco - New Mexico.
Drug store operations include Osco Drug and Sav-on.
Net earnings for the first quarter of 1994 were $48.0 million or $0.34 per share
compared to $41.5 million or $0.29 per share for the corresponding period of the
prior year. The 1994 first quarter results include the impact on the Company
of expenses related to the on-going consolidation of the information technology
data centers and a voluntary severance program initiated at Acme Markets.
Excluding this non-recurring charge, 1994 first quarter net earnings were $54.5
million or $0.39 per share.
<PAGE>
Part I - Financial Information (continued)
Net earnings for the first quarter of 1993 include a net non-recurring pre-tax
gain of $32.1 million or $0.14 per share attributable to the resolution of the
"Rule of 80" litigation offset by miscellaneous one-time charges. The "Rule of
80" litigation concerned the Company's termination of the early retirement
feature of an employee retirement plan. See the 1993 Form 10-K for discussion
of the litigation. Upon resolution of the "Rule of 80" case, certain plan
assets in the amount of $45.7 million reverted to the Company which were offset
by miscellaneous one-time charges of $13.6 million. Net earnings for the first
quarter of 1993 were also impacted by charges incurred in the early retirement
of debt which were accounted for as an extraordinary item. In connection with
the debt restructuring, the Company extinguished $146.0 million of debt and
expensed the related costs of prepaying such debt and related derivatives. The
restructuring resulted in an extraordinary pre-tax loss of $25 million ($15
million, net of tax) or $.11 per share.
Gross profit for the first quarters of both 1994 and 1993 amounted to $1.2
billion or 26.5% of sales in 1994 and 25.7% in 1993. The pre-tax LIFO charge
to earnings for the first quarter was $10.0 million in 1994 and $11.0 million
in 1993.
Total operating profit for the first quarter of 1994 amounted to $131.8 million
or 2.9% of sales compared to $118.1 million or 2.5% of sales in the first
quarter of 1993. The increase in operating profit in the first quarter of 1994
compared to the first quarter of 1993 is primarily attributable to reduced
costs, particularly in the Company's food operations. In addition, the western
food operations increased operating profit over the corresponding period of the
prior year due to increased sales resulting from the price reduction program
implemented in February 1993. The following table presents operating profit by
major operating division and in total.
<PAGE>
Part I - Financial Information (continued)
13 Weeks Ended
____________________
April 30, May 1,
1994 1993
________ ________
[S] [C] [C]
Operating Profit:
Eastern food operations $58,339 $52,716
Western food operations 60,168 49,055
Drug store operations 48,042 42,998
LIFO (10,000) (11,000)
Purchase accounting amortization (19,771) (19,844)
Other (5,022) 4,183
________ ________
Total operating profit $131,756 $118,108
======== ========
Eastern food operations include Acme Markets, Jewel Food Stores and Star
Market.
Western food operations include Lucky Northern California Division, Lucky
Southern California Division and Jewel Osco - New Mexico.
Drug store operations include Osco Drug and Sav-on.
"Other" includes real estate operations in both 1994 and 1993. "Other"
for 1994 also includes costs related to the consolidation of the
information technology data centers and the Acme voluntary severance
program.
Net other expense for the first quarter of 1994 included interest income of $1.0
million, net loss from asset sales and miscellaneous items of $1.6 million and
interest expense of $44.8 million. Net other expense for the first quarter of
1993 included interest income of $0.9 million, net gain from the disposition of
assets and other miscellaneous expense of $31.7 million and interest expense of
$50.1 million. The lower interest expense in the current year was due to
generally lower interest rates in the first quarter of 1994 compared to the
first quarter of 1993. The 1993 net gain of $31.7 million includes $45.7
million from the resolution of the "Rule of 80" litigation offset by
approximately $13.6 million of miscellaneous one-time charges.
<PAGE>
Part I - Financial Information (continued)
The first quarter of 1994 earnings before income taxes and extraordinary item
amounted to $86.4 million or 1.9% of sales compared to $100.6 million or 2.2%
of sales in 1993. The first quarter of 1993 included $32.6 million in net gains
on asset sales, other compared to a net loss on asset sales, other of $0.6
million in the first quarter of 1994. This more than offset higher operating
profit and lower interest expense in 1994.
The effective income tax rate for the first quarter of 1994 was 44.5% compared
to 43.8% for the first quarter of the prior year. The Omnibus Budget
Reconciliation Act of 1993 increased the Company's annual effective federal tax
rate retroactively to January 1, 1993. The retroactive portion of the
increased tax rate on the 1993 first quarter earnings was reflected in the third
quarter of 1993.
Average shares outstanding for the thirteen weeks in 1994 and 1993 were 142.6
million and 141.9 million, respectively.
Financial Condition
_____________________________
The Company uses cash provided from operations and, if necessary, borrowing
under existing credit facilities to finance its daily operations. Net cash
used in operations for the thirteen weeks ended April 30, 1994 amounted to $39.0
million, compared to $81.2 million provided by operations in the first thirteen
weeks of 1993. Working capital amounted to $126.2 million at April 30, 1994
compared to a negative $58.3 million at January 29, 1994. The change in working
capital is due to seasonal changes and a first quarter federal tax payment of
approximately $46 million. Significant changes in the components of working
capital are customary and are not indicative of long-term trends.
Net cash used in investing activities amounted to $66.7 million in 1994,
compared to $107.3 million during the first quarter of 1993. Cash capital
expenditures for the first thirteen weeks of 1994 and 1993 amounted to $70.0
million and $114.3 million, respectively. Additionally, capital expenditures
represented by the net present value of operating and capital leases amounted
to $2.2 million in 1994, compared to $10.1 million for the corresponding period
in 1993. For the first quarter of 1994, 6 new stores were opened, 12 stores
were closed and 7 stores were remodeled.
Net cash provided by financing activities in the first thirteen weeks of 1994
was $120.6 million, compared to $13.5 million in the corresponding 1993 period.
Cash flow from operations, supplemented by credit available under the Company's
existing credit facilities, is expected to be adequate to meet the Company's
presently identifiable requirements.
<PAGE>
Part I - Financial Information (continued)
The ratio of total debt (debt plus obligations under capital leases) to total
capitalization (total debt plus common shareholders' equity) amounted to 56.4%
at April 30, 1994 and 55.4% at January 29, 1994. The Company anticipates that
the current portion of long-term debt will be paid through internally generated
funds or through refinancing of existing debt. The Company has filed a shelf
registration statement with the Securities and Exchange Commission to issue up
to $800 million in debt securities, which registration statement has not yet
been declared effective. Debt issued pursuant to the registration statement is
expected to be used for general corporate purposes, including retiring existing
debt obligations.
The Company's ratio of earnings to fixed charges for the thirteen week periods
ending April 30, 1994 and May 1, 1993 were 2.28 to 1 and 1.92 to 1,
respectively. In the computation of the ratio of earnings to fixed charges for
the Company, earnings consist of pretax income from continuing operations before
the impact of an extraordinary item, less gain (loss) on sale of assets, other,
plus fixed charges (adjusted for capitalized interest). Fixed charges consist
of interest, whether expensed or capitalized (including the amortization of debt
expense), plus the amount of rental expense which is representative of the
interest factor in the particular case. The improvement in the ratio from 1993
to 1994 is primarily due to increased earnings and reduced interest expense
resulting from lower interest rates.
One measure commonly used in the financial community to measure a company's
ability to service debt and make interest payments is through a FIFO-EBITDA
analysis. The FIFO-EBITDA calculation eliminates non-cash charges to earnings
as well as interest expense and taxes. FIFO-EBITDA should not be considered an
alternative to net income as an indicator of the Company's operating performance
or as an alternative to cash flows as a measure of liquidity. The Company's
earnings before LIFO charge, interest expense, taxes, depreciation and
amortization and extraordinary item (FIFO-EBITDA) for the thirteen weeks ended
April 30, 1994 were $240.8 million compared to $255.7 million for the comparable
1993 period. The 1993 FIFO-EBITDA included $32.6 million in net gains on asset
sales, other compared to a net loss on asset sales, other of $0.6 million in
1994 which more than offset higher operating profit and lower interest expense
in 1994. The Company's cash interest payments (net of amounts capitalized) for
the thirteen weeks in 1994 were 23.2% of FIFO-EBITDA compared to 22.5% of
FIFO-EBITDA for the corresponding 1993 period.
<PAGE>
Part I - Financial Information (continued)
Contingencies
_____________
The Company, from time to time, has disposed of leased properties and may retain
certain contingent lease liabilities, either by contract or law. Although the
Company is unaware of any material assertions against it from such dispositions,
such claims may arise in the future. If such claims were asserted, the expense
to the Company would consist of unpaid lease obligations, such as rents, which
may be offset by subletting the property, negotiating favorable lease
terminations, operating the facilities or applying existing reserves.
The Company has identified environmental contamination sites related primarily
to underground petroleum storage tanks at various store, warehouse, office and
manufacturing facilities (related to current operations as well as previously
disposed of businesses). At most such locations, remediation is either underway
or completed. One of the Company's subsidiaries, Acme Markets, Inc., has been
identified by the Environmental Protection Agency as a potentially responsible
party (PRP) for the costs of cleaning up a hazardous waste disposal site in New
Jersey pursuant to the Comprehensive Environmental Response Compensation and
Liabilities Act of 1980 (CERCLA) and other environmental laws. Numerous other
parties have also been identified as PRPs at the site. Although liability under
CERCLA may be joint and several and the Company cannot yet determine the total
liability of all PRPs, the Company believes that its potential exposure is
limited because Acme was a de minimis contributor to the site and the other PRPs
include many other large, solvent public companies. Two of the Company's other
subsidiaries, Jewel Food Stores, Inc. and Jewel Osco Southwest, Inc. have been
identified by the Montana Department of Health and Environmental Services as two
of five PRPs for the costs related to the release of hazardous wastes at a
Montana site. Jewel and Jewel Osco Southwest have been ordered to investigate
and monitor the contamination at the site, along with one other PRP. The
Company does not believe that the costs for investigation and remediation will
be material; Jewel has also filed suit against other PRPs for contribution to
the costs it has incurred and may incur in the future. Although the ultimate
outcome and expense of environmental remediation is uncertain, the Company
believes that required remediation and continuing compliance with environmental
laws, in excess of current reserves, will not have a material adverse effect on
the financial position or results of operations of the Company.
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings -- For a description of legal proceedings, please
refer to the footnote entitled "Legal Proceedings" contained in the
Notes to Consolidated Financial Statements section of the Company's
Form 10-K for the fiscal year ended January 29, 1994.
Stender Litigation. A Fairness Hearing was held on April 24, 1994,
at which the judge issued a bench ruling followed by a signed order
approving the terms of the settlement as proposed. The litigation
and the settlement terms are described in the above-referenced
section of the Company's 1993 annual report.
Food 4 Less Litigation. Lucky Stores, Inc. and the Company are
defendants in an action filed on March 17, 1994, in the Superior
Court of the State of California, County of Los Angeles, Central
District, Case No. BC100799, by Food 4 Less Supermarkets, Inc., Food
4 Less of Southern California, Inc., Food 4 Less of California, Inc.
and Alpha Beta Company. The complaint generally alleges that the
defendants have engaged in acts of misleading advertising, unfair
competition, interference with plaintiffs' prospective economic
advantage, and trade libel, on the grounds that Lucky's advertising
does not include Food 4 Less in its price comparisons and on the
further grounds its advertising is misleading in several respects.
The complaint generally seeks damages of not less than $100,000,000
and punitive damages of not less than $100,000,000 on each of four
causes of action; an injunction restraining the defendants from
engaging in untrue and misleading advertising; costs of suit; and
such other and further relief as the court may deem just and proper.
The Company intends to vigorously defend the action and assert all
available counterclaims. The Company believes the complaint to be
without merit and believes it is unlikely that the proceeding will
result in any material adverse impact on the Company's financial
condition or results of operation.
The Company is also involved in various claims, administrative
proceedings and other legal proceedings which arise from time to
time in connection with the ordinary conduct of the Company's
business.
Item 2. Changes in Securities -- None
Item 3. Defaults upon Senior Securities -- None
Item 4. Submission of Matters to a Vote of Security Holders -- None
Item 5. Other Information -- None
<PAGE>
Part II - Other Information (continued)
Item 6. Exhibits and Reports on Form 8-K --
(a) Exhibits --
(11) Calculations of earnings per share.
(b) Reports on Form 8-K filed during the quarter -- The Company
filed a Form 8-K on March 7, 1994 listing under Items 5 and
7 the Company's fiscal 1993 earnings.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
American Stores Company
____________________________
(Registrant)
Dated _________________ /s/ Teresa Beck
_____________________________
Teresa Beck
Executive Vice President, Finance
and Assistant Secretary
(Chief Accounting Officer)
Dated _________________ /s/ Kathleen E. McDermott
_____________________________
Kathleen E. McDermott
Executive Vice President,
General Counsel and Assistant Secretary
Exhibit 11
AMERICAN STORES COMPANY
Calculation of Earnings Per Share
(unaudited)
(In thousands, except per share data)
Thirteen Weeks Ended
__________________________
April 30, May 1,
1994 1993
___________ _________
Earnings Per Share - Before Dilution
____________________________________
Earnings applicable to shareholders - before
dilution $47,963 $41,507
Average shares outstanding - before dilution 142,619 141,880
Earnings per share - before dilution $0.34 $0.29
Earnings Per Share - After Dilution
___________________________________
Earnings applicable to shareholders - before
dilution $47,963 $41,507
Plus interest (net of tax) on
convertible debentures 1,903 1,903
_______ ________
Earnings applicable to shareholders
- after dilution $49,866 $43,410
======= ========
Average shares outstanding - after dilution 151,284 150,676
Fully diluted earnings per share $0.33 (1) $0.29 (1)
Calculation of Average Shares Outstanding - After Dilution
__________________________________________________________
Proceeds from assumed exercise $18,583 $29,868
Shares under options outstanding 1,630 2,498
Shares assumed acquired with proceeds
under the treasury stock method (743) (1,480)
_______ ________
Incremental shares due to assumed
exercise of stock options 887 1,018
======= ========
Average shares outstanding - before dilution 142,619 141,880
Assumed exercise of stock options 887 1,018
Assumed conversion of debentures 7,778 7,778
_______ ________
Average Shares Outstanding - after dilution 151,284 150,676
======= ========
(1) Dilution is less than 3%.
