FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1998
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: 1-8308
LUBY'S CAFETERIAS, INC.
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 74-1335253
________________________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2211 Northeast Loop 410, P. O. Box 33069
San Antonio, Texas 78265-3069
________________________________________________________________________________
(Address of principal executive offices) (Zip Code)
210/654-9000
________________________________________________________________________________
(Registrant's telephone number, including area code)
________________________________________________________________________________
(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 and (2) has been subject to such filing requirements for
the past 90 days.
Yes x No
___ ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock: 22,742,575 shares outstanding as of November 30, 1998
(exclusive of 4,660,492 treasury shares)
<PAGE>
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
LUBY'S CAFETERIAS, INC.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(UNAUDITED)
Three Months Ended
November 30,
1998 1997
____ ____
(Amounts in thousands
except per share data)
Sales $125,708 $124,672
Costs and expenses:
Cost of food 32,809 31,857
Payroll and related costs 39,109 39,310
Occupancy and other operating expenses 38,512 38,008
General and administrative expenses 5,664 5,274
_______ _______
116,094 114,449
_______ _______
Income from operations 9,614 10,223
Interest expense (1,166) (1,266)
Other income, net 280 681
_______ _______
Income before income taxes 8,728 9,638
Provision for income taxes 3,056 3,431
_______ _______
Net income 5,672 6,207
Retained earnings at beginning of period 262,540 276,140
Cash dividends (4,548) (4,654)
Treasury stock transactions --- (65)
_______ _______
Retained earnings at end of period $263,664 $277,628
_______ _______
Net income per share - basic and
assuming dilution $.25 $.27
_______ _______
Cash dividend per share $.20 $.20
_______ _______
Average number of shares outstanding 23,128 23,269
See accompanying notes.
<PAGE>
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S CAFETERIAS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
November 30, August 31,
1998 1998
____ ____
(Thousands of dollars)
ASSETS
Current assets:
Cash and cash equivalents $ 3,006 $ 3,760
Trade accounts and other receivables 637 704
Food and supply inventories 5,294 5,072
Prepaid expenses 4,093 4,375
Deferred income taxes 1,209 1,201
_______ _______
Total current assets 14,239 15,112
Property held for sale 15,838 17,340
Investments and other assets - at cost 9,955 7,992
Property, plant, and equipment - at cost, net 299,039 298,597
_______ _______
$339,071 $339,041
_______ _______
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $ 11,593 $ 12,482
Dividends payable 4,548 4,654
Accrued expenses and other liabilities 23,288 28,231
Income taxes payable 3,940 2,069
_______ _______
Total current liabilities 43,369 47,436
Long-term debt 84,000 73,000
Deferred income taxes and other credits 13,231 13,191
Shareholders' equity:
Common stock 8,769 8,769
Paid-in capital 27,025 27,012
Retained earnings 263,664 262,540
Less cost of treasury stock (100,987) (92,907)
_______ _______
Total shareholders' equity 198,471 205,414
_______ _______
$339,071 $339,041
_______ _______
See accompanying notes.
<PAGE>
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S CAFETERIAS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
November 30,
1998 1997
____ ____
(Thousands of dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,672 $ 6,207
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 4,800 5,112
Decrease in accrued expenses and
other liabilities (4,930) (1,389)
Other, net 597 (1,414)
_______ _______
Net cash provided by operating activities 6,139 8,516
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of property held for sale 1,447 2,738
Purchases of land held for future use (1,860) (948)
Purchases of property, plant, and equipment (5,217) (6,879)
_______ _______
Net cash used in investing activities (5,630) (5,089)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock
under stock option plan --- 42
Proceeds from long-term debt 162,000 189,000
Reductions of long-term debt (151,000) (192,000)
Purchases of treasury stock (7,609) ---
Dividends paid (4,654) (4,653)
_______ _______
Net cash used in financing activities (1,263) (7,611)
_______ _______
Net decrease in cash and cash equivalents (754) (4,184)
Cash and cash equivalents at beginning of period 3,760 6,430
_______ _______
Cash and cash equivalents at end of period $ 3,006 $ 2,246
_______ _______
See accompanying notes.
<PAGE>
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S CAFETERIAS, INC.
NOTES TO CONSOLIATED FINANCIAL STATEMENTS
November 30, 1998
(UNAUDITED)
Note 1: The accompanying unaudited financial statements are presented in
accordance with the requirements of Form 10-Q and, consequently,
do not include all of the disclosures normally required by generally
accepted accounting principles. All adjustments which are, in the
opinion of management, necessary to a fair statement of the results for
the interim periods have been made. All such adjustments are of a
normal recurring nature. The results for the interim period are not
necessarily indicative of the results to be expected for the full year.
These financial statements should be read in conjunction with the
consolidated financial statements and footnotes included in Luby's
annual report on Form 10-K for the year ended August 31, 1998. The
accounting policies used in preparing these consolidated financial
statements are the same as those described in Luby's annual report on
Form 10-K.
Note 2: During 1998 the company adopted Statement of Financial Accounting
Standards No. 128, "Earnings Per Share" (FAS 128). FAS 128 replaced
the previously reported primary and fully diluted earnings per share
with basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of
options, warrants, and convertible securities. Diluted earnings per
share is very similar to the previously reported fully diluted earnings
per share. Earnings per share amounts for all periods have been
restated to conform to the requirements of FAS 128.
<PAGE>
Part I - FINANCIAL INFORMATION (continued)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
_______________________________
Cash and cash equivalents decreased by $754,000 from the end of the preceding
fiscal year to November 30, 1998. All capital expenditures for fiscal 1999 are
being funded from cash flows from operations, cash equivalents, and long-term
debt. Capital expenditures for the three months ended November 30, 1998, were
$7,077,000. As of November 30, 1998, the company owned six undeveloped land
sites and several properties held for sale.
During the quarter ended November 30, 1998, the company purchased 528,100 shares
of its common stock at a cost of $8,080,000, which are being held as treasury
stock. To complete the treasury stock purchases and fund capital expenditures,
the company required external financing and borrowed funds under a $125,000,000
line-of-credit agreement. As of November 30, 1998, the amount outstanding under
this line of credit was $84,000,000. The company believes that additional
financing from external sources can be obtained on terms acceptable to the
company in the event such financing is required.
Subsequent to November 30, 1998, 322,200 additional treasury shares were
purchased under a 1,000,000 share authorization which expired December 31, 1998.
Results of Operations
_____________________
Quarter ended November 30, 1998 compared to the quarter ended November 30, 1997.
________________________________________________________________________________
Sales increased $1,036,000, or 0.8%, due to the addition of one new restaurant
in fiscal 1999 and five in fiscal 1998. Sales volumes at restaurants opened
over one year increased approximately 2.0% during the quarter; however,
this was partially offset by a decrease in sales from the closing of five
restaurants in fiscal 1998 and eight restaurants in the first quarter of fiscal
1999.
Cost of food increased $952,000, or 3.0%, due primarily to higher prices on key
products, including haddock, cheese, and other dairy products during the period.
Payroll and related costs decreased $201,000, or 0.5%, due primarily to lower
workers' compensation costs versus the first quarter of last year. Occupancy
and other operating expenses increased $504,000, or 1.3%, due primarily to an
increase in advertising spending and higher food-to-go packaging costs. These
increases were partially offset by lower preopening expenses due to fewer new
store openings as compared to the prior year and lower depreciation expense
associated with store closings and asset impairments. General and
administrative expenses increased $390,000, or 7.4%, primarily due to higher
corporate salaries associated with the implementation of the company's strategic
plan and costs relating to increased recruiting and training efforts. These
increases were partially offset by a lower estimated profit sharing contribution
for fiscal 1999.
Interest expense decreased $100,000 over the first quarter of fiscal 1998 due to
lower average borrowings under the line-of-credit agreement.
The provision for income taxes decreased $375,000, or 10.9%, due in part to
lower income from operations. In addition, the effective income tax rate
decreased from 35.6% to 35.0% due to lower estimated state taxes.
<PAGE>
Part I - FINANCIAL INFORMATION (continued)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations, continued
The Year 2000
_____________
Some of the company's older computer programs were written using two digits
rather than four to define the applicable year. As a result, those computer
programs have time-sensitive software that recognizes a date using "00" as the
year 1900 rather than the year 2000. This could cause a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, code invoices, or engage
in similar normal business activities. The company does not expect that the year
2000 issue will materially affect future financial results.
The company has formed a Year 2000 committee and has developed a plan to
assess critical systems and replace or develop solutions to those systems
that are found to have date-related deficiencies. The completion of the
solution phase is estimated to be prior to any anticipated impact on our
systems. The company is also surveying suppliers and customers to determine the
status of their Year 2000 compliance programs.
Forward-Looking Statements
__________________________
The company wishes to caution readers that various factors could cause the
actual results of the company to differ materially from those indicated by
forward-looking statements made from time to time in news releases, reports,
proxy statements, registration statements, and other written communications
(including the preceding sections of this Management's Discussion and Analysis),
as well as oral statements made from time to time by representatives of the
company. Except for historical information, matters discussed in such oral and
written communications are forward-looking statements that involve risks and
uncertainties, including but not limited to general business conditions, the
impact of competition, the success of operating initiatives, changes in the cost
and supply of food and labor, the seasonality of the company's business, taxes,
inflation, and governmental regulations.
<PAGE>
Part II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3(a) Certificate of Incorporation of Luby's Cafeterias, Inc., a Delaware
corporation, as currently in effect (filed as Exhibit 3(a) to the
company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1994, and incorporated herein by reference).
3(b) Bylaws of Luby's Cafeterias, Inc., as currently in effect (filed as
Exhibit 3(c) to the company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1998, and incorporated herein by reference).
4(a) Description of Common Stock Purchase Rights of Luby's Cafeterias, Inc.
in Form 8-A (filed April 17, 1991, effective April 26, 1991, File
No. 1-8308, and incorporated herein by reference).
4(b) Amendment No. 1 dated December 19, 1991, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(b) to the company's Quarterly Report
on Form 10-Q for the quarter ended November 30, 1991, and incorporated
herein by reference).
4(c) Amendment No. 2 dated February 7, 1995, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(d) to the company's Quarterly Report
on Form 10-Q for the quarter ended February 28, 1995, and incorporated
herein by reference).
4(d) Amendment No. 3 dated May 29, 1995, to Rights Agreement dated April 16,
1991 (filed as Exhibit 4(d) to the company's Quarterly Report on
Form 10-Q for the quarter ended May 31, 1995, and incorporated herein
by reference).
4(e) Credit Agreement dated February 27, 1996, among Luby's Cafeterias,
Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as
Exhibit 4(e) to the company's Quarterly Report on Form 10-Q for the
quarter ended February 29, 1996, and incorporated herein by reference).
4(f) First Amendment to Credit Agreement dated January 24, 1997, among
Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas,
N.A. (filed as Exhibit 4(f) to the company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1997, and incorporated
herein by reference).
4(g) ISDA Master Agreement dated June 17, 1997, between Luby's Cafeterias,
Inc. and NationsBank, N.A., with Schedule and Confirmation dated
July 7, 1997 (filed as Exhibit 4(g) to the company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1997, and incorporated
herein by reference).
4(h) ISDA Master Agreement dated July 2, 1997, between Luby's Cafeterias,
Inc. and Texas Commerce Bank National Association, with Schedule and
Confirmation dated July 2, 1997 (filed as Exhibit 4(h) to the company's
Annual Report on Form 10-K for the fiscal year ended August 31, 1997,
and incorporated herein by reference).
4(i) Second Amendment to Credit Agreement dated July 3, 1997, among Luby's
Cafeterias, Inc., Certain Lenders, and NationsBank of Texas, N.A.
(filed as Exhibit 4(i) to the company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1997, and incorporated herein by
reference).
10(a) Form of Deferred Compensation Agreement entered into between Luby's
Cafeterias, Inc. and various officers (filed as Exhibit 10(b) to the
company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1981, and incorporated herein by reference).
10(b) Form of Amendment to Deferred Compensation Agreement between Luby's
Cafeterias, Inc. and various officers and former officers adopted
January 14, 1997 (filed as Exhibit 10(b) to the company's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1997, and
incorporated herein by reference).
10(c) Luby's Cafeterias, Inc. Incentive Bonus Plan for Fiscal 1998 adopted
January 9, 1998 (filed as Exhibit 10(g) to the company's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1998, and
incorporated herein by reference).
10(d) Performance Unit Plan of Luby's Cafeterias, Inc. approved by the
shareholders on January 12, 1984 (filed as Exhibit 10(f) to the
company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1984, and incorporated herein by reference).
10(e) Amendment to Performance Unit Plan of Luby's Cafeterias, Inc. adopted
January 14, 1997 (filed as Exhibit 10(h) to the company's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1997, and
incorporated herein by reference).
10(f) Management Incentive Stock Plan of Luby's Cafeterias, Inc. (filed as
Exhibit 10(i) to the company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1989, and incorporated herein by
reference).
10(g) Amendment to Management Incentive Stock Plan of Luby's Cafeterias, Inc.
adopted January 14, 1997 (filed as Exhibit 10(k) to the company's
Quarterly Report on Form 10-Q for the quarter ended February 28, 1997,
and incorporated herein by reference).
10(h) Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias,
Inc. adopted October 27, 1994 (filed as Exhibit 10(g) to the company's
Quarterly Report on Form 10-Q for the quarter ended November 30, 1994,
and incorporated herein by reference).
10(i) Amendment to Nonemployee Director Deferred Compensation Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit 10(m) to
the company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997, and incorporated herein by reference).
10(j) Amendment to Nonemployee Director Deferred Compensation Plan of Luby's
Cafeterias, Inc. adopted March 19, 1998 (filed as Exhibit 10(o) to the
company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1998, and incorporated herein by reference).
10(k) Nonemployee Director Stock Option Plan of Luby's Cafeterias, Inc.
approved by the shareholders on January 13, 1995 (filed as Exhibit
10(h) to the company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1995, and incorporated herein by reference).
10(l) Amendment to Nonemployee Director Stock Option Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit 10(o) to
the company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997, and incorporated herein by reference).
10(m) Employment Contract dated January 12, 1996, between Luby's Cafeterias,
Inc. and John B. Lahourcade (filed as Exhibit 10(i) to the company's
Quarterly Report on Form 10-Q for the quarter ended February 29, 1996,
and incorporated herein by reference).
10(n) Luby's Cafeterias, Inc. Supplemental Executive Retirement Plan dated
May 30, 1996 (filed as Exhibit 10(j) to the company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1996, and incorporated
herein by reference).
10(o) Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement
Plan adopted January 14, 1997 (filed as Exhibit 10(r) to the company's
Quarterly Report on Form 10-Q for the quarter ended February 28, 1997,
and incorporated herein by reference).
10(p) Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement
Plan adopted January 9, 1998 (filed as Exhibit 10(u) to the company's
Quarterly Report on Form 10-Q for the quarter ended February 28, 1998,
and incorporated herein by reference).
10(q) Employment Agreement dated September 15, 1997, between Luby's
Cafeterias, Inc. and Barry J.C. Parker (filed as Exhibit 10(u) to the
company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1997, and incorporated herein by reference).
10(r) Term Promissory Note of Barry J.C. Parker in favor of Luby's
Cafeterias, Inc., dated November 10, 1997, in the original principal
sum of $199,999.00 (filed as Exhibit 10(v) to the company's Annual
Report on Form 10-K for the fiscal year ended August 31, 1997, and
incorporated herein by reference).
10(s) Stock Agreement dated November 10, 1997, between Barry J.C. Parker and
Luby's Cafeterias, Inc. (filed as Exhibit 10(w) to the company's Annual
Report on Form 10-K for the fiscal year ended August 31, 1997, and
incorporated herein by reference).
10(t) Luby's Cafeterias, Inc. Nonemployee Director Phantom Stock Plan adopted
March 19, 1998 (filed as Exhibit 10(aa) to the company's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1998, and
incorporated herein by reference).
10(u) Salary Continuation Agreement dated May 14, 1998, between Luby's
Cafeterias, Inc. and Sue Elliott (filed as Exhibit 10(cc) to the
company's Quarterly Report on Form 10-Q for the quarter ended May 31,
1998, and incorporated herein by reference).
10(v) Salary Continuation Agreement dated June 1, 1998, between Luby's
Cafeterias, Inc. and Alan M. Davis (filed as Exhibit 10(dd) to the
company's Quarterly Report on Form 10-Q for the quarter ended May 31,
1998, and incorporated herein by reference).
10(w) Luby's Incentive Stock Plan adopted October 16, 1998 (filed as Exhibit
10(cc) to the company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1998, and incorporated herein by reference).
10(x) Incentive Bonus Plan for Fiscal 1999 adopted October 16, 1998 (filed as
Exhibit 10(dd) to the company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1998, and incorporated herein by
reference).
11 Statement re computation of per share earnings.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for which
this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LUBY'S CAFETERIAS, INC.
(Registrant)
By: BARRY J.C. PARKER
_____________________________
Barry J.C. Parker
President and
Chief Executive Officer
By: LAURA M. BISHOP
_____________________________
Laura M. Bishop
Senior Vice President and
Chief Financial Officer
Dated: January 7, 1999
<PAGE>
EXHIBIT INDEX
Number Document
3(a) Certificate of Incorporation of Luby's Cafeterias, Inc.,
a Delaware corporation, as currently in effect (filed as
Exhibit 3(a) to the company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1994,
and incorporated herein by reference).
3(b) Bylaws of Luby's Cafeterias, Inc., as currently in effect
(filed as Exhibit 3(c) to the company's Quarterly Report
on Form 10-Q for the quarter ended February 28, 1998, and
incorporated herein by reference).
4(a) Description of Common Stock Purchase Rights of Luby's
Cafeterias, Inc. in Form 8-A (filed April 17, 1991,
effective April 26, 1991, File No. 1-8308, and incorporated
herein by reference).
4(b) Amendment No. 1 dated December 19, 1991, to Rights Agreement
dated April 16, 1991 (filed as Exhibit 4(b) to the
company's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1991, and incorporated herein by
reference).
4(c) Amendment No. 2 dated February 7, 1995, to Rights Agreement
dated April 16, 1991 (filed as Exhibit 4(d) to the company's
Quarterly Report on Form 10-Q for the quarter ended
February 28, 1995, and incorporated herein by reference).
4(d) Amendment No. 3 dated May 29, 1995, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(d) to the company's
Quarterly Report on Form 10-Q for the quarter ended May 31,
1995, and incorporated herein by reference).
4(e) Credit Agreement dated February 27, 1996, among Luby's
Cafeterias, Inc., Certain Lenders, and NationsBank of Texas,
N.A. (filed as Exhibit 4(e) to the company's Quarterly Report
on Form 10-Q for the quarter ended February 29, 1996,
and incorporated herein by reference).
4(f) First Amendment to Credit Agreement dated January 24, 1997,
among Luby's Cafeterias, Inc., Certain Lenders, and NationsBank
of Texas, N.A. (filed as Exhibit 4(f) to the company's
Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997, and incorporated herein by reference).
4(g) ISDA Master Agreement dated June 17, 1997, between
Luby's Cafeterias, Inc. and NationsBank, N.A., with
Schedule and Confirmation dated July 7, 1997 (filed as
Exhibit 4(g) to the company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1997, and incorporated
herein by reference).
4(h) ISDA Master Agreement dated July 2, 1997, between Luby's
Cafeterias, Inc. and Texas Commerce Bank National Association,
with Schedule and Confirmation dated July 2, 1997 (filed as
Exhibit 4(h) to the company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1997, and incorporated
herein by reference).
4(i) Second Amendment to Credit Agreement dated July 3, 1997,
among Luby's Cafeterias, Inc., Certain Lenders, and NationsBank
of Texas, N.A. (filed as Exhibit 4(i) to the company's Annual
Report on Form 10-K for the fiscal year ended August 31, 1997,
and incorporated herein by reference).
10(a) Form of Deferred Compensation Agreement entered into between
Luby's Cafeterias, Inc. and various officers (filed as Exhibit
10(b) to the company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1981, and incorporated herein
by reference).
10(b) Form of Amendment to Deferred Compensation Agreement between
Luby's Cafeterias, Inc. and various officers and former
officers adopted January 14, 1997 (filed as Exhibit 10(b)
to the company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1997, and incorporated herein by
reference).
10(c) Luby's Cafeterias, Inc. Incentive Bonus Plan for Fiscal 1998
adopted January 9, 1998 (filed as Exhibit 10(g) to the
company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1998, and incorporated herein by
reference).
10(d) Performance Unit Plan of Luby's Cafeterias, Inc. approved by
the shareholders on January 12, 1984 (filed as Exhibit 10(f)
to the company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1984, and incorporated herein by
reference).
10(e) Amendment to Performance Unit Plan of Luby's Cafeterias,
Inc. adopted January 14, 1997 (filed as Exhibit 10(h)
to the company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1997, and incorporated
herein by reference).
10(f) Management Incentive Stock Plan of Luby's Cafeterias, Inc.
(filed as Exhibit 10(i) to the company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1989,
and incorporated herein by reference).
10(g) Amendment to Management Incentive Stock Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit
10(k) to the company's Quarterly Report on Form 10-Q for
the quarter ended February 28, 1997, and incorporated
herein by reference).
10(h) Nonemployee Director Deferred Compensation Plan of
Luby's Cafeterias, Inc. adopted October 27, 1994 (filed
as Exhibit 10(g) to the company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1994,
and incorporated herein by reference).
10(i) Amendment to Nonemployee Director Deferred Compensation
Plan of Luby's Cafeterias, Inc. adopted January 14, 1997
(filed as Exhibit 10(m) to the company's Quarterly Report
on Form 10-Q for the quarter ended February 28, 1997,
and incorporated herein by reference).
10(j) Amendment to Nonemployee Director Deferred Compensation
Plan of Luby's Cafeterias, Inc. adopted March 19, 1998
(filed as Exhibit 10(o) to the company's Quarterly Report
on Form 10-Q for the quarter ended February 28, 1998,
and incorporated herein by reference).
10(k) Nonemployee Director Stock Option Plan of Luby's Cafeterias,
Inc. approved by the shareholders on January 13, 1995
(filed as Exhibit 10(h) to the company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1995, and
incorporated herein by reference).
10(l) Amendment to Nonemployee Director Stock Option Plan of
Luby's Cafeterias, Inc. adopted January 14, 1997 (filed
as Exhibit 10(o) to the company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1997, and
incorporated herein by reference).
10(m) Employment Contract dated January 12, 1996, between
Luby's Cafeterias, Inc. and John B. Lahourcade (filed as
Exhibit 10(i) to the company's Quarterly Report on Form 10-Q
for the quarter ended February 29, 1996, and incorporated
herein by reference).
10(n) Luby's Cafeterias, Inc. Supplemental Executive Retirement
Plan dated May 30, 1996 (filed as Exhibit 10(j) to the
company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1996, and incorporated herein by
reference).
10(o) Amendment to Luby's Cafeterias, Inc. Supplemental
Executive Retirement Plan adopted January 14, 1997 (filed
as Exhibit 10(r) to the company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1997, and
incorporated herein by reference).
10(p) Amendment to Luby's Cafeterias, Inc. Supplemental
Executive Retirement Plan adopted January 9, 1998 (filed
as Exhibit 10(u) to the company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1998,
and incorporated herein by reference).
10(q) Employment Agreement dated September 15, 1997, between
Luby's Cafeterias, Inc. and Barry J.C. Parker (filed as
Exhibit 10(u) to the company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1997, and incorporated
herein by reference).
10(r) Term Promissory Note of Barry J.C. Parker in favor of
Luby's Cafeterias, Inc., dated November 10, 1997, in
the original principal sum of $199,999.00 (filed as Exhibit
10(v) to the company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1997, and incorporated
herein by reference).
10(s) Stock Agreement dated November 10, 1997, between Barry J.C.
Parker and Luby's Cafeterias, Inc. (filed as Exhibit 10(w)
to the company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1997, and incorporated herein by
reference).
10(t) Luby's Cafeterias, Inc. Nonemployee Director Phantom Stock
Plan adopted March 19, 1998 (filed as Exhibit 10(aa) to
the company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1998, and incorporated herein by
reference).
10(u) Salary Continuation Agreement dated May 14, 1998, between
Luby's Cafeterias, Inc. and Sue Elliott (filed as
Exhibit 10(cc) to the company's Quarterly Report on Form
10-Q for the quarter ended May 31, 1998, and incorporated
herein by reference).
10(v) Salary Continuation Agreement dated June 1, 1998,
between Luby's Cafeterias, Inc. and Alan M. Davis
(filed as Exhibit 10(dd) to the company's Quarterly
Report on Form 10-Q for the quarter ended May 31,
1998, and incorporated herein by reference).
10(w) Luby's Incentive Stock Plan adopted October 16,
1998 (filed as Exhibit 10(cc) to the company's
Annual Report on Form 10-K for the fiscal year ended
August 31, 1998, and incorporated herein by
reference).
10(x) Incentive Bonus Plan for Fiscal 1999 adopted October 16,
1998 (filed as Exhibit 10(dd) to the company's Annual
Report on Form 10-K for the fiscal year ended August 31,
1998, and incorporated herein by reference).
11 Statement re computation of per share earnings.
Exhibit 11
COMPUTATION OF PER SHARE EARNINGS
The following is a computation of the weighted average number of shares
outstanding which is used in the computation of per share earnings for Luby's
Cafeterias, Inc. for the three months ended November 30, 1998 and 1997.
Three months ended November 30, 1998
23,270,675 x shares outstanding for 52 days 1,210,075,100
23,163,097 x shares outstanding for 9 days 208,467,873
22,870,798 x shares outstanding for 30 days 686,123,940
_____________
2,104,666,913
Divided by the number of days in the period 91
_____________
23,128,208
Three months ended November 30, 1997
23,266,374 x shares outstanding for 18 days 418,794,732
23,266,921 x shares outstanding for 17 days 395,537,657
23,268,328 x shares outstanding for 9 days 209,414,952
23,270,675 x shares outstanding for 47 days 1,093,721,725
_____________
2,117,469,066
Divided by the number of days in the period 91
_____________
23,268,891
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-END> Nov-30-1998
<CASH> 3,006
<SECURITIES> 0
<RECEIVABLES> 637
<ALLOWANCES> 0
<INVENTORY> 5,294
<CURRENT-ASSETS> 14,239
<PP&E> 479,785
<DEPRECIATION> 180,746
<TOTAL-ASSETS> 339,071
<CURRENT-LIABILITIES> 43,369
<BONDS> 0
0
0
<COMMON> 8,769
<OTHER-SE> 189,702<F1>
<TOTAL-LIABILITY-AND-EQUITY> 339,071
<SALES> 125,708
<TOTAL-REVENUES> 125,708
<CGS> 71,918
<TOTAL-COSTS> 71,918
<OTHER-EXPENSES> 38,512
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,166
<INCOME-PRETAX> 8,728
<INCOME-TAX> 3,056
<INCOME-CONTINUING> 5,672
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,672
<EPS-PRIMARY> 0.25
<EPS-DILUTED> 0.25
<FN>
<F1>Other stockholders' equity amount is less cost of treasury stock of
$100,987.
</FN>
</TABLE>
