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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
__________________________
FORM 10-Q
__________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 10, 2021
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: 001-08308 
__________________________
Luby's, Inc.
(Exact name of registrant as specified in its charter)
__________________________
Delaware74-1335253
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
13111 Northwest Freeway, Suite 60077040
Houston,Texas
(Address of principal executive offices)(Zip Code)
 
(713) 329-6800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange at which registered
Common Stock ($0.32 par value per share)LUBNew York Stock Exchange
Common Stock Purchase RightsN/ANew York Stock Exchange
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   ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x   No  ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act: 
Large accelerated filer¨Accelerated filer¨
Non-accelerated filerxSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  x
As of April 21, 2021, there were 30,798,474 shares of the registrant’s common stock outstanding. 
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Additional Information
We file reports with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. The SEC maintains an Internet site at http://www.sec.gov that contains the reports, proxy and information statements, and other information that we file electronically. Our website address is http://www.lubysinc.com. Please note that our website address is provided as an inactive textual reference only. We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The information provided on our website is not part of this report, and is therefore not incorporated by reference unless such information is specifically referenced elsewhere in this report. 
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Luby’s, Inc.
Form 10-Q
Quarter ended March 10, 2021
Table of Contents
 
 Page
  
  
  
    
    
    
  
  
  
  
  
  



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Part I—FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
Luby’s, Inc.
Consolidated Statement of Net Assets in Liquidation
(Liquidation Basis)
(Unaudited)
(In thousands)

March 10, 2021
ASSETS
Cash and cash equivalents$7,830 
Accounts receivable6,229 
Restricted cash and cash equivalents6,655 
Properties and business units for sale211,286 
   Total Assets$232,000 
LIABILITIES
Accounts payable$3,917 
Accrued expenses and other liabilities17,247 
Credit facility debt46,583 
PPP Loan10,000 
Operating lease liabilities15,705 
Liability for estimated costs in excess of estimated receipts during liquidation15,215 
Other liabilities801 
   Total Liabilities$109,468 
Commitments and Contingencies
Net assets in liquidation (Note 3)$122,532 



The accompanying notes are an integral part of these consolidated financial statements.




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Luby’s, Inc.
Consolidated Statement of Changes in Net Assets in Liquidation
(Liquidation Basis)
(unaudited)
(In thousands)


Quarter Ended March 10, 2021Period from November 19, 2020 through March 10, 2021
(12 Weeks)(16 weeks)
Net assets in liquidation, beginning of period$117,305 $117,341 
Changes in net assets in liquidation
   Changes in liquidation value of properties and business units for sale4,518 4,518 
   Changes in estimated cash flows during liquidation630 594 
Net changes in liquidation value5,148 5,112 
   Proceeds received from exercise of stock options79 79 
Changes in net assets in liquidation5,227 5,191 
Net assets in liquidation, end of period$122,532 $122,532 

The accompanying notes are an integral part of these consolidated financial statements.

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Luby’s, Inc.
Consolidated Balance Sheet
(Going Concern Basis)
(In thousands, except share data)
 
 August 26,
2020
ASSETS 
Current Assets: 
Cash and cash equivalents$15,069 
Restricted cash and cash equivalents6,756 
Trade accounts and other receivables, net6,092 
Food and supply inventories1,653 
Prepaid expenses1,577 
Total current assets31,147 
Property held for sale11,249 
Assets related to discontinued operations1,715 
Property and equipment, net100,599 
Intangible assets, net15,343 
Goodwill195 
Operating lease right-of-use assets16,756 
Other assets399 
Total assets$177,403 
LIABILITIES AND SHAREHOLDERS’ EQUITY 
Current Liabilities: 
Accounts payable$6,770 
Liabilities related to discontinued operations17 
Operating lease liabilities-current3,903 
Accrued expenses and other liabilities19,569 
Total current liabilities30,259 
Long-term debt, less current portion54,118 
Operating lease liabilities-noncurrent17,797 
Other liabilities1,630 
Total liabilities$103,804 
Commitments and Contingencies
SHAREHOLDERS’ EQUITY 
Common stock, $0.32 par value; 100,000,000 shares authorized; 31,125,470 shares issued and 30,625,470 shares outstanding at August 26, 2020.
$9,960 
Paid-in capital35,655 
Retained earnings32,759 
Less cost of treasury stock, 500,000 shares
(4,775)
Total shareholders’ equity$73,599 
Total liabilities and shareholders’ equity$177,403 
  
The accompanying notes are an integral part of these consolidated financial statements.
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Luby’s, Inc.
Consolidated Statements of Operations (unaudited)
(Going Concern Basis)
(In thousands, except per share data)
 Quarter Ended March 11, 2020Period Ended November 18, 2020Two Quarters Ended March 11, 2020
 (12 weeks)(12 weeks)(28 weeks)
SALES: 
Restaurant sales$60,391 $36,485 $143,949 
Culinary contract services6,998 4,918 16,772 
Franchise revenue1,158 530 2,865 
Vending revenue14 14 124 
TOTAL SALES68,561 41,947 163,710 
COSTS AND EXPENSES: 
Cost of food17,399 9,348 41,341 
Payroll and related costs23,782 12,964 55,915 
Other operating expenses10,065 7,154 24,860 
Occupancy costs3,783 2,634 8,773 
Opening costs2  14 
Cost of culinary contract services6,400 4,467 15,348 
Cost of franchise operations409 294 974 
Depreciation and amortization2,677 2,142 6,440 
Selling, general and administrative expenses6,816 4,267 16,974 
Other charges1,509 416 2,748 
Net provision (gain) for asset impairments and restaurant closings661 (85)1,770 
Net loss (gain) on disposition of property and equipment(2,527)117 (2,498)
Total costs and expenses70,976 43,718 172,659 
LOSS FROM OPERATIONS(2,415)(1,771)(8,949)
Interest income5 8 28 
Interest expense(1,473)(1,212)(3,435)
Other income, net148 30 388 
Loss before income taxes and discontinued operations(3,735)(2,945)(11,968)
Provision for income taxes62 58 156 
Loss from continuing operations(3,797)(3,003)(12,124)
Loss from discontinued operations, net of income taxes(6)(16)(17)
NET LOSS(3,803)(3,019)(12,141)
Loss per share from continuing operations:
Basic and diluted$(0.13)$(0.10)$(0.40)
Loss per share from discontinued operations:
Basic and diluted$0.00 $0.00 $0.00 
Loss per share:
Basic and diluted$(0.13)$(0.10)$(0.40)
Weighted average shares outstanding:
Basic and diluted30,215 30,662 30,123 

 The accompanying notes are an integral part of these consolidated financial statements.
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Luby’s, Inc.
Consolidated Statement of Shareholders’ Equity (unaudited)
(Going Concern Basis)
(In thousands)
Common Stock  Total
IssuedTreasuryPaid-InRetainedShareholders’
SharesAmountSharesAmountCapitalEarningsEquity
Balance at August 26, 202031,124 $9,960 500 $(4,775)$35,655 $32,759 $73,599 
Net loss— — — — — (3,019)(3,019)
Share-based compensation expense51 16 — — 167 — 183 
Common stock issued under employee benefit plans4 1 — — (1)—  
Balance at November 18, 202031,179 $9,977 500 $(4,775)$35,821 $29,740 $70,763 

 Common Stock  Total
 IssuedTreasuryPaid-InRetainedShareholders’
 SharesAmountSharesAmountCapitalEarningsEquity
Balance at August 28, 201930,478 $9,753 (500)$(4,775)$34,870 $61,182 $101,030 
Net loss— — — — — (8,338)(8,338)
Cumulative effect of accounting changes from the adoption of ASC Topic 842
— — — — — 1,027 1,027 
Share-based compensation expense58 19 — — 347 — 366 
Common stock issued under employee benefit plans45 15 — — (51)— (36)
Common stock issued under nonemployee benefit plans64 20— — (20)—  
Balance at December 18, 201930,645 $9,807 (500)$(4,775)$35,146 $53,871 $94,049 
Net loss— — — — — (3,803)$(3,803)
Share-based compensation expense101 32 — — 334 — 366 
Common stock issued under employee benefit plans6 2 — — (2)—  
Balance at March 11, 202030,752 $9,841 (500)$(4,775)$35,478 $50,068 $90,612 
 
The accompanying notes are an integral part of these consolidated financial statements. 
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Luby’s, Inc.
Consolidated Statements of Cash Flows (unaudited)
(Going Concern Basis)
(In thousands)
 
Period Ended November 18, 2020Two Quarters Ended March 11, 2020
 (12 weeks)(28 weeks)
CASH FLOWS FROM OPERATING ACTIVITIES:  
Net loss $(3,019)$(12,141)
Adjustments to reconcile net loss to net cash used in operating activities:  
Net provision (gain) for asset impairments and restaurant closings(85)1,770 
Net loss (gain) on disposition of property and equipment117 (2,498)
Depreciation and amortization2,142 6,440 
Amortization of debt issuance cost223 577 
Share-based compensation expense183 733 
Cash used in operating activities before changes in operating assets and liabilities(439)(5,119)
Changes in operating assets and liabilities:  
Decrease in trade accounts and other receivables679 509 
Increase in food and supply inventories(950)(94)
Decrease in prepaid expenses and other assets909 197 
Decrease in operating lease assets1,928 2,407 
Decrease in operating lease liabilities(3,154)(3,541)
Increase (decrease) in accounts payable, accrued expenses and other liabilities1,046 (263)
Net cash provided by (used in) operating activities19 (5,904)
CASH FLOWS FROM INVESTING ACTIVITIES:  
Proceeds from disposal of assets and property held for sale114 5,453 
Purchases of property and equipment(433)(1,490)
Net cash provided by (used in) investing activities(319)3,963 
CASH FLOWS FROM FINANCING ACTIVITIES:  
Revolver borrowings 3,300 
Proceeds from term loan 2,500 
Term loan repayments (831)
Net cash provided by financing activities 4,969 
Net increase (decrease) in cash and cash equivalents and restricted cash(300)3,028 
Cash and cash equivalents and restricted cash at beginning of period21,825 12,756 
Cash and cash equivalents and restricted cash at end of period$21,525 $15,784 
Cash paid for:  
Income taxes, net of (refunds)$4 $7 
Interest$1,059 $2,647 
 
The accompanying notes are an integral part of these consolidated financial statements.
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Luby’s, Inc.
Notes to Consolidated Financial Statements (unaudited)
 
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements of Luby’s, Inc. (the “Company”, "we", "our", "us", or “Luby’s”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements that are prepared for our Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the fiscal year ending August 25, 2021. These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 26, 2020.
Prior to Adoption of the Plan of Liquidation
The consolidated financial statements prior to November 19, 2020 were prepared on the going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Plan of Liquidation
On November 17, 2020 our shareholders approved the Plan of Liquidation and Dissolution (the “Plan of Liquidation“ or the “Plan”). The Plan provides for an orderly sale of our businesses, operations, and real estate, payment of our liabilities and other obligations, and an orderly wind down of any remaining operations and dissolution of the Company. We intend to attempt to convert all of our assets into cash, satisfy or resolve our remaining liabilities and obligations, including contingent liabilities, claims and costs associated with the liquidation of the Company, and then file a certificate of dissolution with the state of Delaware. The assets to be sold include our Luby's Cafeterias, Fuddruckers, and Culinary Contract Services ("CCS") operating divisions, as well as our real estate. We currently anticipate that our common stock will be delisted from the New York Stock Exchange ("NYSE") upon the filing of the certificate of dissolution, which is not expected to occur until the earlier of the completion of all or substantially all of the asset sales or three years. The delisting of our common stock may occur sooner in accordance with the applicable rules of the NYSE.
Following the Adoption of the Plan of Liquidation
We have determined, as a result of the approval of the Plan by our shareholders, that liquidation is imminent, as defined in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 205-30 Financial Statement Presentation, Liquidation Basis of Accounting ("ASC 205-30"). Liquidation is considered imminent when the likelihood is remote that we will return from liquidation and either (a) the Plan is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the Plan will be blocked by other parties, or (b) the Plan is being imposed by other forces (for example, involuntary bankruptcy).
Accordingly, we have changed our basis of accounting from the going concern basis to the liquidation basis effective November 19, 2020. Although shareholder approval of the Plan occurred on November 17, 2020, we are using the liquidation basis of accounting effective November 19, 2020 as a convenience date. Any activity between November 17, 2020 and November 19, 2020 would not be materially different under the liquidation basis of accounting.
The liquidation basis of accounting differs significantly from the going concern basis, as summarized below.
Under the liquidation basis of accounting, the consolidated balance sheet and consolidated statements of operations, equity and cash flows are no longer presented.
The liquidation basis of accounting requires a statement of net assets in liquidation, a statement of changes in net assets in liquidation and all disclosures necessary to present relevant information about our expected resources in liquidation. The liquidation basis of accounting may only be applied prospectively from the day liquidation becomes imminent and the initial statement of changes in net assets in liquidation may present only changes in net assets that occurred during the period since that date.
Under the liquidation basis of accounting, our assets are measured at their estimated net realizable value, or liquidation value, which represents the amount of their estimated cash proceeds or other consideration from liquidation, based on current contracts, estimates and other indications of sales value, and may include previously unrecognized assets that we may expect to either sell in the course of our liquidation or use in settling liabilities, such as trademarks or other intangibles. In developing these estimates, we utilized third party valuation experts, investment bankers, real estate brokers, the expertise of members of the Special Committee of our Board of Directors, and forecasts generated by our management. For estimated real estate values, we considered comparable sales transactions, our past experience selling real estate assets of the Company and, in certain
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instances, indicative offers, as well as capitalization rates observed for income-producing real estate. For estimated business unit valuations we considered estimated values of the economic components of possible transactions, the value of a buyer assuming certain liabilities in a purchase transaction, and, in certain instances, indicative offers, as well as the probabilities of certain outcomes. Estimates for the liquidation value of the business units, or subset of operating restaurants, were also tested for reasonableness through a multiple of historical and projected business cash flows. All estimates by nature involve a large degree of judgement and sensitivity to the underlying assumptions.
The liquidation basis of accounting requires us to accrue and present separately, without discounting, the estimated disposal and other costs, including any costs associated with the sale or settlement of our assets and liabilities and the estimated operating income or loss that we reasonably expect to incur, including providing for federal income taxes during the remaining expected duration of the liquidation period. In addition, deferred tax assets previously provided for under the going concern basis of accounting, which include net operating losses and other tax credits, may be realized partially or in full, subject to IRS limitations, to offset taxable income we expect to generate from the liquidation process.
Under the liquidation basis of accounting, we recognize liabilities as they would have been recognized under the going concern basis as adjusted for the timing assumptions related to the liquidation process and they will not be reduced to expected settlement values prior to settlement.
These estimates will be periodically reviewed and adjusted as appropriate. There can be no assurance that these estimated values will be realized. Such amounts should not be taken as an indication of the timing or the amount of future distributions or our actual dissolution.
The valuation of our assets and liabilities, as described above, represents estimates, based on present facts and circumstances, of the net realizable value of the assets and costs associated with carrying out the Plan. The actual values and costs associated with carrying out the Plan may differ from amounts reflected in the accompanying consolidated financial statements because of the Plan's inherent uncertainty. These differences may be material. In particular, these estimates will vary with the length of time necessary to complete the Plan. It is currently anticipated that a majority of our assets will be sold by December 31, 2021, with a final liquidation by June 30, 2022; however, it is likely that the full realization of proceeds from these sales will extend beyond that date.
Net assets in liquidation represents the estimated liquidation value to holders of common shares upon liquidation. It is not possible to predict with certainty the timing or aggregate amount which may ultimately be distributed to our shareholders and no assurance can be given that the distributions will equal or exceed the estimate presented in these consolidated financial statements.
COVID-19
The novel coronavirus disease (“COVID-19”) pandemic has had a significant impact on our level of operations, guest behavior, guest traffic, and the number of locations where we and our Fuddruckers franchisees operate. As a result, at the onset of the COVID-19 pandemic in the spring of 2020, we modified our business operations within our restaurants and significantly reduced staffing at our corporate support office.
On March 13, 2020, President Donald Trump declared a national emergency in response to the COVID-19 pandemic. Throughout the remainder of calendar 2020, we cycled through periods initially when state government orders mandated a suspension of on-premise dining, followed by periods when our on-premise dining capacity was limited due to government order, a condition that continues at certain locations through the date of this filing. Prior to the onset of the COVID-19 pandemic we operated 118 restaurants. As of March 10, 2021, we operated 81 restaurants (58 Luby’s cafeterias and 23 Fuddruckers restaurants). Additionally, our Fuddruckers franchisees operated 90 locations prior to the COVID-19 pandemic and operated 72 restaurants as of March 10, 2021.
Vaccines for COVID-19 were first made available in the United States ("U.S.") in December 2020 with increasing rates of vaccination in the U.S. population with each passing month. Additionally, in March 2021, restaurants in our core Texas market were permitted to return to utilization of 100% of seating capacity. Furthermore, the U.S. Treasury provided a new round of stimulus through direct payments to U.S. citizens. As we execute on our Plan of Liquidation, we are still operating a number of restaurants as described above. Uncertainty remains regarding the continued rate of immunization in the public, timing of an economic recovery, and changed guest decision-making with regard to dining in restaurants. The COVID-19 pandemic could continue to materially impact our cash flows and value of net assets in liquidation, while we execute on our Plan of Liquidation.
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Accounting Periods
The Company’s fiscal year ends on the last Wednesday in August. Accordingly, each fiscal year normally consists of 13 four-week periods, or accounting periods, accounting for 364 days in the aggregate. However, every fifth or sixth year, we have a fiscal year that consists of 53 weeks, accounting for 371 days in the aggregate. The first fiscal quarter consists of four four-week periods, or 16 weeks, and the remaining three quarters typically include three four-week periods, or 12 weeks, in length. The fourth fiscal quarter includes 13 weeks in certain fiscal years to adjust for our standard 52 week, or 364 day, fiscal year compared to the 365 day calendar year.
Reportable Segments
Prior to the shareholder approval of the Plan, each restaurant was considered an operating segment because operating results and cash flow can be determined for each restaurant. We aggregated our operating segments into reportable segments by restaurant brand due to the nature of the products and services, the production processes, the customers, the methods used to distribute the products and services, the similarity of store level profit margins and the nature of the regulatory environment are alike. The Company had five reportable segments: Luby’s cafeterias, Fuddruckers restaurants, Cheeseburger in Paradise restaurant, Fuddruckers franchise operations, and CCS. Although we continue to operate our restaurant, franchise and CCS businesses, we no longer make operating decisions or assess performance by segment, as all of our assets and businesses are now considered held for sale. Accordingly, effective November 19, 2020, we have only one reporting and operating segment.
New Accounting Pronouncements - "to be Adopted"
There are no issued accounting pronouncements that are applicable or relevant to us under the liquidation basis of accounting.
Subsequent Events
We evaluated events subsequent to March 10, 2021 through the date the financial statements were issued to determine if the nature and significance of the events warrant inclusion in our consolidated financial statements.
On March 16, 2021, we entered into franchise agreements with a third-party to take over the operations at eight company owned Fuddruckers restaurants. On April 1, 2021, we entered into a franchise agreement with the same third-party to take over the operations at one additional company owned Fuddruckers restaurant. The new operator has assumed the lease obligation or ownership of the tenant entity at each of these nine locations. On April 23, 2021, we entered into franchise agreements with the same third-party to take over the operations at two additional company owned Fuddruckers restaurants and we entered into a management agreement with the same third-party to take over the operations at one additional Fuddruckers restaurant. At March 10, 2021, in contemplation of the completion of these transactions, we increased the liquidation value of our properties and business units held for sale by $3.4 million.
On April 5, 2021, we closed on the sale of one of our properties for a gross sale price that exceeded our previously reported liquidation value for this asset. In contemplation of the completion of this transaction, we increased the liquidation value of our properties and business units held for sale by $0.8 million at March 10, 2021.



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Note 2. Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation
The liquidation basis of accounting requires us to estimate net cash flows from operations and to accrue all costs associated with implementing and completing the plan of liquidation. We project that we will have estimated costs in excess of estimated receipts during the liquidation period. These amounts can vary significantly due to, among other things, the timing and estimates for receipts and costs associated with the operations of our business units until they are sold, the timing of business and property sales, estimates of direct costs incurred to complete the sales, the timing and amounts associated with discharging known and contingent liabilities, the costs associated with the winding up of operations, and other costs that we may incur which are not currently foreseeable. These receipts and accruals will be adjusted periodically as projections and assumptions change. These receipts and costs are estimated and are anticipated to be collected and paid out over the liquidation period. Upon transition to the liquidation basis of accounting on November 19, 2020, the Company accrued revenues and expenses expected to be earned or incurred during liquidation. The liability for estimated costs in excess of estimated receipts during liquidation at March 10, 2021 and November 19, 2020 was comprised of (in thousands):
March 10, 2021November 19, 2020
Total estimated receipts during liquidation$59,513 $92,017 
Total estimated costs of operations(48,212)(76,151)
Selling, general and administrative expenses(14,531)(18,745)
Interest expense(1,386)(2,305)
Interest component of operating lease payments(5,918)(7,064)
Capital expenditures(610)(943)
Sales costs(4,071)(4,079)
Total estimated costs during liquidation(74,728)(109,287)
Liability for estimated costs in excess of estimated receipts during liquidation$(15,215)$(17,270)
The change in the liability for estimated costs in excess of estimated receipts during liquidation between November 19, 2020 and March 10, 2021 is as follows (in thousands):
November 19, 2020
Net Change in Working Capital (3)
Changes in Estimated Future Cash Flows During Liquidation (4)
March 10, 2021
Assets:
Estimated net inflows from operations (1)
$7,859 $(6,994)$4,518 $5,383 
7,859 (6,994)4,518 5,383 
Liabilities:
Sales costs(4,079)373 (365)(4,071)
Corporate expenditures (2)
(21,050)8,082 (3,559)(16,527)
(25,129)8,455 (3,924)(20,598)
Liability for estimated costs in excess of estimated receipts during liquidation$(17,270)$1,461 $594 $(15,215)
(1) Estimated net inflows from operations consists of total estimated receipts during liquidation less the sum of (i) total estimated costs of operations during liquidation, (ii) interest component of operating lease payments and (iii) capital expenditures.
(2) Corporate expenditures consists of (i) selling, general and administrative expenses and (ii) interest expense.
(3) Net change in working capital represents changes in cash, restricted cash, accounts receivable, accounts payable, and accrued expenses and other liabilities as a result of the Company's operating activities for the period from November 19, 2020 to March 10, 2021.
(4) Changes in estimated future cash flows during liquidation includes adjustments to previous estimates and changes in estimated holding periods of our assets.
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Note 3. Net Assets in Liquidation
The following is a reconciliation of total shareholders’ equity under the going concern basis of accounting as of November 18, 2020 to net assets in liquidation under the liquidation basis of accounting as of November 19, 2020 (in thousands):
Total Shareholders' Equity as of November 18, 2020$70,763 
Increase due to estimated net realizable value of properties and business units (1)
78,985 
Decrease due to write-off of deferred financing costs(2,260)
Decrease due to write-off of operating lease right-of-use assets(14,829)
Net increase due to write-off of deferred assets, deferred income and goodwill1,952 
Liability for estimated costs in excess of estimated receipts during liquidation(17,270)
Adjustment to reflect the change to the liquidation basis of accounting46,578 
Estimated value of net assets in liquidation as of November 19, 2020$117,341 
(1) Under liquidation basis of accounting, all assets are recorded at net realizable value which implicitly includes the tangible and intangible value of all assets. This adjustment at November 19, 2020 reflects adjusting real properties to net realizable value and recording an estimated value for our business units, Luby's Cafeterias, Fuddruckers restaurants and franchise operations, and Culinary Contract Services.
Net assets in liquidation increased by $5.2 million during the period from November 19, 2020 through March 10, 2021. The increase was primarily due to a $4.5 million increase in properties and business units for sale and a $0.7 million net increase due to a remeasurement of assets and liabilities. The increase in properties and business units for sale was due to a $3.4 million increase in value attributable to the contemplated sale and conversion to franchise locations of nine Fuddruckers restaurants that was completed subsequent to March 10, 2021, and a $1.5 million increase in value attributable to properties that have closed, or are under contract to sell with non-refundable deposits, at prices that exceeded our previous liquidation values. This increase was partially offset by a $0.4 million reduction in value for one of our real estate assets.
We have one class of common stock. The net assets in liquidation at March 10, 2021 would result in liquidating distributions of approximately $3.98 per common share based on the number of common shares outstanding at that date. This estimate is dependent on projections of costs and expenses to be incurred during the period required to complete the Plan and the realization of estimated net realizable value of our properties and business units. There is inherent uncertainty with these estimates, and they could change materially based on the timing of business and property sales, the performance of the underlying assets, any changes in the underlying assumptions of the projected cash flows, as well as the ultimate vesting of outstanding restricted share awards and exercise of vested stock options. The estimated liquidating distributions per share on a fully diluted basis, assuming all restricted stock awards vest and all in-the-money stock options are exercised, is not materially different than the amount stated above. No assurance can be given that the liquidating distributions will equal or exceed the estimate presented in these consolidated financial statements.
PPP Loan
As discussed in more detail at Note 15. Debt, in April 2020 we received a $10.0 million PPP Loan. In November 2020 we submitted an application for forgiveness of the full $10.0 million. While we believe that we qualify for full forgiveness pursuant to the terms of the loan agreement, under the liquidation basis of accounting we must account for the liability at the full $10.0 million face amount until such time as the forgiveness has been approved by the Small Business Administration ("SBA") and the loan has been settled. 
Lease Obligations
Under both the going concern basis of accounting and the liquidation basis of accounting, lease obligations are recorded at the present value of the total fixed lease payments over the reasonably certain lease term using discount rates as of the effective date of the lease and the obligation is reduced as we make lease payments. As a result of the same accounting treatment, there is no reconciling entry to adjust total shareholders’ equity under the going concern basis of accounting as of November 18, 2020 to net assets in liquidation under the liquidation basis of accounting as of November 19, 2020.
During the fourth quarter of fiscal 2020 and the first two quarters of fiscal 2021, we were able to settle 27 leases for closed restaurant properties and negotiated an early termination date and reduced lease payment at one operating restaurant property. While the amounts paid to settle our lease liabilities varied, in the aggregate, we have settled these 27 leases for approximately 21% of the total undiscounted base rent payments that would otherwise have been due under the leases through their original contractual termination date. We can offer no assurances that we will continue to settle any lease obligations for less than the total undiscounted base rent payments, or for less than their discounted value recorded within net assets in liquidation.
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Note 4. Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within our consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:
November 18,
2020
August 26,
2020
(in thousands)
Cash and cash equivalents$14,874 $15,069 
Restricted cash and cash equivalents6,651 6,756 
Total cash and cash equivalents shown in our consolidated statements of cash flows$21,525 $21,825 

Restricted cash and cash equivalents as of March 10, 2021 was $6.7 million. Amounts included in restricted cash represent those required to be set aside for (1) estimated amount of interest payable in the next 12 months under the Credit Agreement (see "Note 15. Debt"), (2) collateral for letters of credit issued for potential insurance obligations, which letters of credit expire within 12 months and (3) prefunding of the credit limit under our corporate purchasing card program.
Note 5. Revenue Recognition
Under the going concern basis of accounting, we recognized revenue as described below. Under the liquidation basis of accounting, we estimate the cash receipts from food and beverage sales at each of our restaurants, royalties and fees from our Fuddruckers franchisees, and fees under our culinary contract services ("CCS") contracts. We estimate these expected cash receipts from operating these businesses through the point when we expect the operations of these businesses or individual income producing properties are sold to a new owner or when we otherwise estimate operations cease. This estimated ending period for operating these businesses generally varies from third quarter fiscal 2021 through first quarter fiscal 2022. These estimated revenues are included in the calculation of estimated costs in excess of estimated receipts during liquidation on our consolidated statement of net assets in liquidation. Estimated proceeds from the sale of our operating businesses and real estate assets are recorded separately for the estimated operating revenues and are included in properties and business units for sale on our consolidated statement of net assets in liquidation.
Restaurant Sales
Under the going concern basis of accounting, restaurant sales consisted of sales of food and beverage products to restaurant guests at our Luby’s cafeterias and our Fuddruckers and Cheeseburger in Paradise restaurants. Revenue from restaurant sales was recognized at the point of sale and was presented net of discounts, coupons, employee meals and complimentary meals. Sales taxes that we collected and remitted to the appropriate taxing authority related to these sales were excluded from revenue. Under the liquidation basis of accounting, we have estimated the sales to be collected at each restaurant through the point when we estimate that operations at each restaurant no longer occur under our ownership. This estimated point when we no longer operate restaurants varies based on whether the restaurant location is operated as a Luby's cafeteria or a Fuddruckers restaurant, whether the restaurant location is situated on property we own or lease, and other factors. However, it is estimated that, as we sell certain restaurants to new owners to steward the Luby's and Fuddruckers brands, most restaurant operations would no longer be owned by us by the end of fiscal 2021. During this holding period when we operate restaurants, sales are estimated based on recent sales history and consideration of historical seasonal patterns.
We sell gift cards to our customers in our venues and through certain third-party distributors. These gift cards do not expire and do not incur a service fee on unused balances. Under the going concern basis of accounting sales of gift cards to our restaurant customers were initially recorded as a contract liability, included in accrued expenses and other liabilities, at their expected redemption value. When gift cards were redeemed, we recognized revenue and reduced the contract liability. Discounts on gift cards sold by third parties were recorded as a reduction to accrued expenses and other liabilities and were recognized as a reduction to revenue over a period that approximated redemption patterns. The portion of gift cards sold to customers that are never redeemed is commonly referred to as gift card breakage. We recognized gift card breakage revenue in proportion to the pattern of gift card redemptions exercised by our customers, using an estimated breakage rate based on our historical experience. Under the liquidation basis of accounting, the unredeemed gift card balance, net of estimated breakage, is included in accrued expenses and other liabilities on our consolidated statement of net assets in liquidation.
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CCS revenue
Our CCS segment provides food, beverage and catering services to our clients at their locations. Depending on the type of client and service, we are either paid directly by our client and/or directly by the customer to whom we have been provided access by our client.
We typically use one of the following types of client contracts in our CCS business:
Fee-Based Contracts
Revenue from fee-based contracts was based on our costs incurred and invoiced to the client for reimbursement along with the agreed management fee, which may be calculated as a fixed dollar amount or a percentage of sales or other variable measure. Some fee-based contracts entitle us to receive incentive fees based upon our performance under the contract, as measured by factors such as sales, operating costs and client satisfaction surveys. This potential incentive revenue was allocated entirely to the management services performance obligation. Under the going concern basis of accounting, we recognized revenue from our management fee and payroll cost reimbursement over time as the services were performed; and we recognized revenue from our food and third party purchases reimbursement at the point in time when the vendor delivered the goods or performed the services.
Profit and Loss Contracts
Revenue from profit and loss contracts consisted primarily of sales made to consumers, typically with little or no subsidy charged to clients. Under the going concern basis of accounting, revenue was recognized at the point of sale to the consumer. Sales taxes that we collected and remitted to the appropriate taxing authority related to these sales were excluded from revenue.
As part of client contracts, we sometimes make payments to clients, such as concession rentals, vending commissions and profit share. These payments were accounted for as operating costs when incurred.
Revenue from the sale of frozen foods included royalty fees based on a percentage of frozen food sales and was recognized at the point in time when product was delivered by our contracted manufacturers to the retail outlet.
Under the liquidation basis of accounting, we have estimated the cash receipts, based on recent cash collections and forecasted level of operations for our CCS contracts through the expected holding period for this business unit. The estimated cash receipts are included in the calculation of estimated costs in excess of estimated receipts on our consolidated statement of net assets in liquidation.
Franchise revenues
Franchise revenues consisted primarily of royalties, marketing and advertising fund (“MAF”) contributions, initial and renewal franchise fees, and upfront fees from area development agreements related to our Fuddruckers restaurant brand. Our performance obligations under franchise agreements consist of: (1) a franchise license, including a license to use our brand and MAF management, (2) pre-opening services, such as training and inspections and (3) ongoing services, such as development of training materials and menu items as well as restaurant monitoring and inspections. These performance obligations are highly interrelated, so we do not consider them to be individually distinct. We accounted for them as a single performance obligation, which was satisfied over time by providing a right to use our intellectual property over the term of each franchise agreement.
Royalties, including franchisee MAF contributions, are calculated as a percentage of franchise restaurant sales. MAF contributions paid by franchisees are used for the creation and development of brand advertising, marketing and public relations, merchandising research and related programs, activities and materials. The initial franchisee fee is payable upon execution of the franchise agreement and the renewal fee is due and payable at the expiration of the initial term of the franchise agreement. Our franchise agreement royalties, including advertising fund contributions, represent sales-based royalties that are related entirely to our performance obligation under the franchise agreement and were recognized as franchise sales occur.
Under the going concern basis of accounting, initial and renewal franchise fees and area development fees were recognized as revenue over the term of the respective agreement. Area development fees are not distinct from franchise fees, so upfront fees paid by franchisees for exclusive development rights were deferred and apportioned to each franchise restaurant opened by the franchisee. The pro-rata amount apportioned to each restaurant was accounted for as an initial franchise fee.
Revenue from vending machine sales was recorded at the point in time when the sale occurred.
Under the liquidation basis of accounting, we have estimated the cash collections from Fuddruckers franchisees over an anticipated holding period. Recent trends in collection of Fuddruckers franchise royalties were used as a basis for this forecast.
Contract Liabilities
Contract liabilities consisted of (1) deferred revenue resulting from initial and renewal franchise fees and upfront area development fees paid by franchisees, which, under the going concern basis of accounting, were generally recognized on a
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straight-line basis over the term of the underlying agreement, (2) liability for unused gift cards and (3) unamortized discount on gift cards sold to third party retailers. These contract liabilities are included in accrued expenses and other liabilities in our consolidated balance sheet as of August 26, 2020. The following table reflects the change in contract liabilities for the fiscal year ended August 26, 2020, under the going concern basis of accounting:
Gift Cards, net of discountsFranchise Fees
(In thousands)
Balance at August 28, 2019$2,880 $1,287 
Revenue recognized that was included in the contract liability balance at the beginning of the year(1,011)(128)
Increase, net of amounts recognized as revenue during the period1,541  
Balance at August 26, 2020$3,410 $1,159 
Disaggregation of Total Revenues (in millions):
Quarter Ended March 11, 2020Period Ending November 18, 2020Two Quarters Ended March 11, 2020
(12 weeks)(12 weeks)(28 weeks)
(in millions)
Revenue from performance obligations:
Satisfied at a point in time$63.8 $38.5 $152.0 
Satisfied over time4.8 3.4 11.7 
Total Sales$68.6 $41.9 $163.7 
See "Note 7. Reportable Segments" for disaggregation of revenue by reportable segment.
Note 6. Leases
Under the going concern basis of accounting, we accounted for our operating leases as described below. Under the liquidation basis of accounting, we value the operating lease right-of-use assets at zero, since we do not expect to receive cash proceeds or other consideration for the right-of-use assets.
We determine if a contract contains a lease at the inception date of the contract. Our material operating leases consist of restaurant locations and administrative facilities ("Property Leases"). U.S. GAAP requires that our leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the date on which the leased asset is available for our use (the “Commencement Date”) and the lease term used in the evaluation includes the non-cancellable period for which we have the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option would result in an economic penalty (the "Reasonably Certain Lease Term"). Our lease agreements generally contain a primary term of five to 30 years with one or more options to renew or extend the lease generally from one to five years each. In addition to leases for our restaurant locations and administrative facilities, we also lease vehicles and administrative equipment under operating leases.
At the inception of a new lease, we recognized an operating lease liability and a corresponding right-of-use asset, which are calculated as the present value of the total fixed lease payments over the reasonably certain lease term using discount rates as of the effective date.
Property lease agreements may include rent holidays, rent escalation clauses and contingent rent provisions based on a percentage of sales in excess of specified levels. Contingent rental expenses (“variable lease cost”) were recognized prior to the achievement of a specified target, provided that the achievement of the target was considered probable. Most of our lease agreements include renewal periods at our option. We included the rent holiday periods and scheduled rent increases in our calculation of straight-line rent expense.
Lease cost for operating leases was recognized on a straight-line basis and included the amortization of the right-of-use asset and interest expense related to the operating lease liability. We used the reasonably certain lease term in our calculation of straight-line rent expense. We expensed rent from commencement date through restaurant open date as opening expense. Once a restaurant opened for business, we recorded straight-line rent expense plus any additional variable contingent rent expense (such as common area maintenance, insurance and property tax costs) to the extent it is due under the lease agreement as occupancy expense for our restaurants and selling, general and administrative expense for our corporate office and support facilities. The interest expense related to the lease liability for abandoned leases was recorded to provision for asset impairments
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and store closings. Rental expense for lease properties that were subsequently subleased to franchisees or other third parties was recorded as other income.
We made judgments regarding the reasonably certain lease term for each property lease, which impacted the classification and accounting for a lease as a finance lease or an operating lease, the rent holiday and/or escalations in payments that were taken into consideration when calculating straight-line rent, and the term over which leasehold improvements for each restaurant were amortized. These judgments may produce materially different amounts of depreciation, amortization and rent expense than would be reported if different assumed lease terms were used.
The discount rate used to determine the present value of the lease payments is our estimated collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, we generally cannot determine the interest rate implicit in the lease.
Lessor
We occasionally lease or sublease certain restaurant properties to our franchisees or to third parties. The lease descriptions, terms, variable lease payments and renewal options are generally similar to our lessee leases described above. Similar to our lessee accounting, we elected the practical expedient that allows us to not separate non-lease components from lease components in regard to all property leases where we are the lessors.
Supplemental balance sheet information related to our leases was as follows:
Operating LeasesBalance Sheet ClassificationMarch 10, 2021August 26, 2020
(Liquidation Basis)(Going Concern Basis)
(in thousands)
Right-of-use assetsOperating lease right-of-use assets$ $16,756 
Current lease liabilitiesOperating lease liabilities-currentN/A$3,903 
Non-current lease liabilitiesOperating lease liabilities-noncurrentN/A17,797 
Total lease liabilities$15,705 $21,700 
See the Lease Liabilities section of Note 3. Net Assets in Liquidation for further discussion of our lease liabilities.
Weighted-average lease terms and discount rates were as follows:
March 10, 2021August 26, 2020
Weighted-average remaining lease term6.33 years5.73 years
Weighted-average discount rate9.77%9.57%
Under the going concern basis of accounting, components of lease expense were as follows:
12 Weeks Ended12 Weeks Ended28 Weeks Ended
March 11, 2020November 18, 2020March 11, 2020
(in thousands)
Operating lease expense$1,874 $1,120 $4,412 
Variable lease expense257 138 553 
Short-term lease expense62 92 125 
Sublease expense161 18 161 
Total lease expense$2,354 $1,368 $5,251 
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Under the going concern basis of accounting, operating lease income was included in other income on our consolidated statements of operations and was comprised of:
12 Weeks Ended12 Weeks Ended28 Weeks Ended
March 11, 2020November 18, 2020March 11, 2020
(in thousands)
Operating lease income$213 $62 $503 
Sublease income114 18 286 
Variable lease income33 5 109 
Total lease income$360 $85 $898 
Supplemental disclosures of cash flow information related to leases were as follows:
12 Weeks Ended12 Weeks Ended28 Weeks Ended
March 11, 2020November 18, 2020March 11, 2020
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities$2,431 $2,358 $5,282 
Right-of-use assets obtained in exchange for lease liabilities$903 $ $903 
Operating lease obligations maturities in accordance with Topic 842 as of March 10, 2021 were as follows:
(in thousands)
Remainder of FY 2021$1,997 
FY 20223,307 
FY 20233,345 
FY 20242,535 
FY 20253,349 
Thereafter7,105 
Total lease payments21,638 
Less: imputed interest(5,933)
Present value of operating lease obligations$15,705 

Note 7. Reportable Segments
As more fully described at Note 1. Basis of Presentation, through November 18, 2020, we had five reportable segments: Luby’s Cafeterias, Fuddruckers Restaurants, Cheeseburger in Paradise Restaurants, Fuddruckers franchise operations, and CCS. In connection with our Plan of Liquidation, we have one reportable segment as of November 19, 2020.
Company-owned restaurants
Company-owned restaurants consisted of Luby’s Cafeterias, Fuddruckers Restaurants and Cheeseburger in Paradise Restaurant reportable segments. We considered each restaurant to be an operating segment because operating results and cash flow could be determined for each restaurant. We aggregated our restaurant operating segments into reportable segments by restaurant brand because the nature of the products and services, the production processes, the customers, the methods used to distribute the products and services, the long-term store level profit margins, and the nature of the regulatory environment were similar. The chief operating decision maker analyzed store level profit which is defined as restaurant sales and vending revenue, less cost of food, payroll and related costs, other operating expenses and occupancy costs. All Company-owned restaurants are casual dining restaurants.
The Luby’s Cafeterias segment included the results of our company-owned Luby’s Cafeterias restaurants. The total number of Luby’s cafeterias operating at November 18, 2020 and August 26, 2020 were 60 and 61, respectively.
The Fuddruckers restaurant segment included the results of our company-owned Fuddruckers restaurants. The total number of Fuddruckers restaurants operating at November 18, 2020 and August 26, 2020 were 24 and 24, respectively.
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Included in the restaurant counts above are five Combo units, where a Luby's cafeteria and a Fuddruckers restaurant occupy the same location. The Combo units are included in the above counts for both Luby's cafeteria and Fuddruckers restaurants.
We operated one Cheeseburger in Paradise restaurant during the quarter ended December 16, 2019, which was closed permanently in March 2020.
CCS
CCS, branded as Luby’s Culinary Services, consists of a business line servicing healthcare, sport stadiums, corporate dining clients, and sales through retail grocery stores. The healthcare accounts are full service and typically include in-room delivery, catering, vending, coffee service, and retail dining. CCS had contracts with long-term acute care hospitals, acute care medical centers, ambulatory surgical centers, retail grocery stores, behavioral hospitals, a senior living facility, sports stadiums, government, and business and industry clients. CCS has the unique ability to deliver quality services that include facility design and procurement as well as nutrition and branded food services to our clients. The cost of CCS on our consolidated statements of operations includes all food, payroll and related costs, other operating expenses, and other direct general and administrative expenses related to CCS sales. The total number of CCS contracts at November 18, 2020 and August 26, 2020 were 26 and 26, respectively.
Fuddruckers Franchise Operations
We only offer franchises for the Fuddruckers brand. Initial franchise agreements generally have a term of 20 years. Franchise agreements typically grant franchisees an exclusive territorial license to operate a single restaurant within a specified area.
Franchisees bear all direct costs involved in the development, construction, and operation of their restaurants. In exchange for a franchise fee, we provide franchise assistance in the following areas: site selection, prototypical architectural plans, interior and exterior design and layout, training, marketing and sales techniques, assistance by a Fuddruckers “opening team” at the time a franchised restaurant opens, and operations and accounting guidelines set forth in various policies and procedures manuals.
All franchisees are required to operate their restaurants in accordance with Fuddruckers standards and specifications, including controls over menu items, food quality, and preparation. The Company requires the successful completion of its training program by a minimum of three managers for each franchised restaurant. In addition, franchised restaurants are evaluated regularly by the Company for compliance with franchise agreements, including standards and specifications through the use of periodic, unannounced, on-site inspections and standards evaluation reports.
We had 71 franchised restaurants at both November 18, 2020 and August 26, 2020.
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Segment Table
The tables below show segment financial information under the going concern basis of accounting. The table also lists total assets for each reportable segment. Corporate assets include cash and cash equivalents, restricted cash, property and equipment, assets related to discontinued operations, property held for sale, deferred tax assets, and prepaid expenses.

 Quarter Ended March 11, 2020Period Ended November 18, 2020Two Quarters Ended March 11, 2020
 (12 weeks)(12 weeks)(28 weeks)
(In thousands)
Sales:
Luby's cafeterias$47,886 $31,949 $115,030 
Fuddruckers restaurants11,872 4,550 27,551 
Cheeseburger in Paradise restaurants647  1,492 
Culinary contract services6,998 4,918 16,772 
Fuddruckers franchise operations1,158 530 2,865 
Total68,561 $41,947 $163,710 
Segment level profit:  
Luby's cafeterias$4,877 $4,896 $12,786 
Fuddruckers restaurants527 (412)494 
Cheeseburger in Paradise restaurants(28)(85)(95)
Culinary contract services598 451 1,424 
Fuddruckers franchise operations749 236 1,890 
Total6,723 $5,086 $16,499 
Depreciation and amortization:  
Luby's cafeterias$1,738 $1,530 $4,182 
Fuddruckers restaurants387 167 937 
Cheeseburger in Paradise restaurants19  47 
Culinary contract services5 8 17 
Fuddruckers franchise operations178 1 414 
Corporate350 436 843 
Total2,677 $2,142 $6,440 
Capital expenditures:  
Luby's cafeterias$414 $416 $1,238 
Fuddruckers restaurants90 17 139 
Cheeseburger in Paradise restaurants  2 
Fuddruckers franchise operations  14 
Corporate41  97 
Total$545 $433 $1,490 




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Quarter Ended March 11, 2020Period Ended November 18, 2020Two Quarters Ended March 11, 2020
(12 weeks)(12 weeks)(28 weeks)
(In thousands)
Loss before income taxes and discontinued operations:   
Segment level profit$6,723 $5,086 $16,499 
Opening costs(2) (14)
Depreciation and amortization(2,677)(2,142)(6,440)
Selling, general and administrative expenses(6,816)(4,267)(16,974)
Other charges(1,509)(416)(2,748)
Net provision for asset impairments and restaurant closings(661)85 (1,770)
Net loss on disposition of property and equipment2,527 (117)2,498 
Interest income5 8 28 
Interest expense(1,473)(1,212)(3,435)
Other income, net148 30 388 
Total$(3,735)$(2,945)$(11,968)

 August 26, 2020