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, 1999
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, 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: 22,420,375 shares outstanding as of November 30, 1999
(exclusive of 4,982,692 treasury shares)
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
LUBY'S, INC.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(UNAUDITED)
Three Months Ended
November 30,
1999 1998
____ ____
(Amounts in thousands
except per share data)
Sales $123,144 $125,708
Costs and expenses:
Cost of food 30,399 32,809
Payroll and related costs 38,526 39,109
Occupancy and other operating expenses 39,405 38,512
General and administrative expenses 5,203 5,664
_______ _______
113,533 116,094
_______ _______
Income from operations 9,611 9,614
Interest expense (1,056) (1,166)
Other income, net 910 280
_______ _______
Income before income taxes 9,465 8,728
Provision for income taxes 3,294 3,056
_______ _______
Net income 6,171 5,672
Retained earnings at beginning of period 273,165 262,540
Cash dividends (4,484) (4,548)
_______ _______
Retained earnings at end of period $274,852 $263,664
_______ _______
Net income per share - basic and assuming dilution $.28 $.25
_______ _______
Cash dividend per share $.20 $.20
_______ _______
Average number of shares outstanding 22,420 23,128
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
November 30, August 31,
1999 1999
____ ____
(Thousands of dollars)
ASSETS
Current assets:
Cash and cash equivalents $ 1,091 $ 286
Trade accounts and other receivables 837 584
Food and supply inventories 3,981 3,686
Prepaid expenses 4,045 4,552
Deferred income taxes 983 956
_______ _______
Total current assets 10,937 10,064
Property held for sale 11,770 12,322
Investments and other assets 7,808 9,221
Property, plant, and equipment - at cost, net 325,236 314,418
_______ _______
$355,751 $346,025
_______ _______
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 16,759 $ 19,686
Dividends payable 4,484 4,484
Accrued expenses and other liabilities 25,122 25,260
Income taxes payable 3,374 382
_______ _______
Total current liabilities 49,739 49,812
Long-term debt 86,000 78,000
Deferred income taxes and other credits 10,479 9,942
Reserve for store closings 4,618 5,067
Shareholders' equity:
Common stock 8,769 8,769
Paid-in capital 27,120 27,096
Retained earnings 274,852 273,165
Less cost of treasury stock (105,826) (105,826)
_______ _______
Total shareholders' equity 204,915 203,204
_______ _______
$355,751 $346,025
_______ _______
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
November 30,
1999 1998
____ ____
(Thousands of dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 6,171 $ 5,672
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 5,387 4,800
Other, net 112 (4,333)
_______ _______
Net cash provided by operating activities 11,670 6,139
_______ _______
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of property held for sale 1,010 1,447
Purchases of land held for future use (1,284) (1,860)
Purchases of property, plant, and equipment (14,107) (5,217)
_______ _______
Net cash used in investing activities (14,381) (5,630)
_______ _______
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving credit agreement 8,000 11,000
Purchases of treasury stock --- (7,609)
Dividends paid (4,484) (4,654)
_______ _______
Net cash provided by (used in)
financing activities 3,516 (1,263)
_______ _______
Net increase (decrease) in cash and cash equivalents 805 (754)
Cash and cash equivalents at beginning of period 286 3,760
_______ _______
Cash and cash equivalents at end of period $ 1,091 $ 3,006
_______ _______
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S, INC.
NOTES TO CONSOLIATED FINANCIAL STATEMENTS
November 30, 1999
(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, 1999. 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.
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 increased by $805,000 from the end of the preceding
fiscal year to November 30, 1999. All capital expenditures for fiscal 2000 are
being funded from cash flows from operations, cash equivalents, and long-term
debt. Capital expenditures for the three months ended November 30, 1999, were
$15,391,000. As of November 30, 1999, the company owned three undeveloped land
sites, seven land sites on which restaurants were under construction, and
several properties held for sale.
To fund capital expenditures, the company required external financing and
borrowed funds under a $125,000,000 line-of-credit agreement. As of
November 30, 1999, the amount outstanding under this line of credit was
$86,000,000. 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.
Results of Operations
_____________________
Quarter ended November 30, 1999 compared to the quarter ended November 30, 1998
_______________________________________________________________________________
Sales decreased $2,564,000, or 2.0%, due to the closing of ten restaurants in
fiscal 1999 and a decline of just under 2% during the quarter in sales volumes
at restaurants opened over 18 months. This decrease was partially offset by the
opening of three new restaurants during fiscal 2000 and four during fiscal 1999.
Cost of food decreased $2,410,000, or 7.3%, due primarily to the savings
associated with the consolidation of our purchasing under a prime vendor program
and the decline in sales. As a percentage of sales, food costs were lower versus
the prior year due to various additional factors including the impact of our new
management compensation program, which provides more of an incentive to improve
margins at all sales volumes, and certain menu price increases versus last year.
Payroll and related costs decreased $583,000, or 1.5%, due primarily to the
decline in sales and our initiative to be more labor efficient in our
restaurants, which was partially offset by higher hourly wage rates related to
tight labor markets for entry-level employees. Occupancy and other operating
expenses increased $893,000, or 2.3%, due primarily to higher preopening
expenses associated with more new store openings as compared to the prior
year; higher credit card fees due to increased credit card usage and increased
rates charged by the credit card companies; higher food-to-go packaging costs
related to increased food-to-go sales; and higher depreciation expense
associated with the new stores, restaurant remodels and an increase in
technology-related spending. In addition, management compensation expense
increased due to our strategic initiative to increase the number of managers in
each restaurant. These increases were partially offset by lower linens and
uniform expense due to the completion of the rollout of the new uniform program
and fewer restaurants in operation. General and administrative expenses
decreased $461,000, or 8.1%, due to savings in many expense categories,
primarily legal and professional expense which included amounts in the prior
year relating to various consulting projects. This decrease was partially
offset by higher corporate salaries and benefits associated with the addition of
new positions to support the implementation of our strategic plan.
Interest expense decreased $110,000, or 9.4%, from the first quarter of
fiscal 1999 due to higher capitalized interest related to more properties
under construction during the current year. This was partially offset by
higher average borrowings under the line-of-credit agreement.
Other income increased $630,000 due primarily to the recording of a gain on
the sale of property which was held for sale. In addition, as a result of a
favorable change in management's estimate of lease settlement costs relating
to store closings, a $125,000 reduction in the related reserve account was
recorded.
The provision for income taxes increased $238,000, or 7.8%, due parimarily
to higher income before income taxes. This was partially offset by a slight
decrease in the effective income tax rate from 35.0% to 34.8% due to higher
estimated tax credits.
During November 1999 the company negotiated the sale of its interest in the
L&W Seafood, Inc. joint venture to Waterstreet, Inc. The joint venture was
originally formed in 1996 to open several new seafood restaurants over a
five-year period. Four restaurants were opened by the joint venture, two of
which were subsequently closed. As part of the agreement to terminate the
joint venture, L&W Seafood, Inc. will continue to operate two of the
restaurants, which were formerly part of the joint venture, under lease
agreements with Luby's. There was no gain or loss from the sale of the
company's joint venture interest.
The Year 2000
_____________
During 1998 the company, in the ordinary course of business, decided to
migrate its information technology from internally developed systems to
commercially available products. This decision was made for a variety of
business reasons, and the new systems are designed to provide the
infrastructure to support corporate and restaurant-based systems. The newly
implemented systems are Year 2000 compliant. The transition to the new
technology was completed in January 1999. To date, the Year 2000 has not
posed significant operational problems for the company's computer systems.
The cost of the Year 2000 project was approximately $200,000, primarily for
services and costs of updating some existing software.
The company established a committee which initiated communications with
various third parties with which it has significant relationships to
determine their readiness with respect to the Year 2000 issue. These third
parties included food and paper distributors, banks, and other entities.
Based on responses received from these third parties, it appears that the
Year 2000 issues were properly addressed. To date, there have been no major
disruptions which have had an adverse effect on the company's consolidated
financial position, results of operations, and cash flows. The company
intends to continue to monitor any Year 2000 concerns that might develop.
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, as well as other risks and uncertainties disclosed in periodic
reports on Form 10-K.
Part II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3(a) Certificate of Incorporation of Luby's, Inc., as currently in effect
(filed as Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q
for the quarter ended May 31, 1999, and incorporated herein by
reference).
3(b) Bylaws of Luby's, 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) Performance Unit Plan of Luby's Cafeterias, Inc. approved by the
shareholders 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(d) 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(e) 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(f) 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(g) 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(h) 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(i) 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(j) Nonemployee Director Stock Option Plan of Luby's Cafeterias, Inc.
approved by the shareholders 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(k) 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(l) 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(m) 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(n) 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(o) 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(p) Amendment to Luby's Cafeterias, Inc. Supplemental Executive
Retirement Plan adopted May 21, 1999 (filed as Exhibit 10(q) to the
Company's Quarterly Report on Form 10-Q for the quarter ended May 31,
1999, 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) Amendment dated January 8, 1999, to Employment Agreement between
Luby's Cafeterias, Inc. and Barry J.C. Parker (filed as Exhibit 10(r)
to the Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1999, and incorporated herein by reference).*
10(s) Amendment dated October 15, 1999, to Employment Agreement between
Luby's, Inc. and Barry J.C. Parker (filed as Exhibit 10(s) to the
Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1999, and incorporated herein by reference).*
10(t) 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(u) 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(v) 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(w) 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(x) 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(y) 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(z) 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).*
10(aa) Form of Change in Control Agreement entered into between Luby's, Inc.,
and Barry J.C. Parker, President and Chief Executive Officer, as of
January 8, 1999 (filed as Exhibit 10(z) to the Company's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1999, and
incorporated herein by reference).*
10(bb) Form of Change in Control Agreement entered into between Luby's, Inc.,
and each of its Senior Vice Presidents as of January 8, 1999 (filed as
Exhibit 10(aa) to the Company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1999, and incorporated herein by
reference).*
10(cc) Luby's, Inc. Deferred Compensation Plan effective June 1, 1999 (filed
as Exhibit 10(cc) to the Company's Quarterly Report on Form 10-Q for
the quarter ended May 31, 1999, and incorporated herein by
reference).*
10(dd) Luby's, Inc. Incentive Bonus Plan for Fiscal 2000 (filed as Exhibit
10(dd) to the Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1999, and incorporated herein by reference).*
11 Statement re computation of per share earnings.
99(a) Corporate Governance Guidelines of Luby's Cafeterias, Inc., as amended
January 7, 1999 (filed as Exhibit 99(a) to the Company's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1999, and
incorporated herein by reference).
*Denotes management contract or compensatory plan or arrangement.
(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, 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 11, 2000
EXHIBIT INDEX
Exhibit
3(a) Certificate of Incorporation of Luby's, Inc., as currently
in effect (filed as Exhibit 3(b) to the Company's
Quarterly Report on Form 10-Q for the quarter ended
May 31, 1999, and incorporated herein by reference).
3(b) Bylaws of Luby's, 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) Performance Unit Plan of Luby's Cafeterias, Inc. approved
by the shareholders 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(d) 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(e) 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(f) 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(g) 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(h) 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(i) 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(j) Nonemployee Director Stock Option Plan of Luby's Cafeterias,
Inc. approved by the shareholders 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(k) 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(l) 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(m) 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(n) 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(o) 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(p) Amendment to Luby's Cafeterias, Inc. Supplemental
Executive Retirement Plan adopted May 21, 1999 (filed
as Exhibit 10(q) to the Company's Quarterly Report on
Form 10-Q for the quarter ended May 31, 1999, 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) Amendment dated January 8, 1999, to Employment Agreement
between Luby's Cafeterias, Inc. and Barry J.C. Parker
(filed as Exhibit 10(r) to the Company's Quarterly Report
on Form 10-Q for the quarter ended February 28, 1999, and
incorporated herein by reference).*
10(s) Amendment dated October 15, 1999, to Employment Agreement
between Luby's, Inc. and Barry J.C. Parker (filed as
Exhibit 10(s) to the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1999, and incorporated
herein by reference).*
10(t) 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(u) 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(v) 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(w) 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(x) 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(y) 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(z) 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).*
10(aa) Form of Change in Control Agreement entered into between
Luby's, Inc., and Barry J.C. Parker, President and Chief
Executive Officer, as of January 8, 1999 (filed as
Exhibit 10(z) to the Company's Quarterly Report on Form 10-Q
for the quarter ended February 28, 1999, and incorporated
herein by reference).*
10(bb) Form of Change in Control Agreement entered into between
Luby's, Inc., and each of its Senior Vice Presidents as
of January 8, 1999 (filed as Exhibit 10(aa) to the
Company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1999, and incorporated herein
by reference).*
10(cc) Luby's, Inc. Deferred Compensation Plan effective
June 1, 1999 (filed as Exhibit 10(cc) to the Company's
Quarterly Report on Form 10-Q for the quarter ended May 31,
1999, and incorporated herein by reference).*
10(dd) Luby's, Inc. Incentive Bonus Plan for Fiscal 2000 (filed as
Exhibit 10(dd) to the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1999, and incorporated
herein by reference).*
11 Statement re computation of per share earnings.
99(a) Corporate Governance Guidelines of Luby's Cafeterias, Inc.,
as amended January 7, 1999 (filed as Exhibit 99(a) to the
Company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1999, and incorporated herein by reference).
*Denotes management contract or compensatory plan or arrangement.
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,
Inc. for the three months ended November 30, 1999 and 1998.
Three months ended November 30, 1999
22,420,375 x shares outstanding for 91 days 2,040,254,125
Divided by the number of days in the period 91
_____________
22,420,375
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
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-2000
<PERIOD-END> NOV-30-1999
<CASH> 1,091
<SECURITIES> 0
<RECEIVABLES> 837
<ALLOWANCES> 0
<INVENTORY> 3,981
<CURRENT-ASSETS> 10,937
<PP&E> 503,833
<DEPRECIATION> 178,597
<TOTAL-ASSETS> 355,751
<CURRENT-LIABILITIES> 49,739
<BONDS> 0
0
0
<COMMON> 8,769
<OTHER-SE> 196,146<F1>
<TOTAL-LIABILITY-AND-EQUITY> 355,751
<SALES> 123,144
<TOTAL-REVENUES> 123,144
<CGS> 68,925
<TOTAL-COSTS> 68,925
<OTHER-EXPENSES> 39,405
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,056
<INCOME-PRETAX> 9,465
<INCOME-TAX> 3,294
<INCOME-CONTINUING> 6,171
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,171
<EPS-BASIC> 0.28
<EPS-DILUTED> 0.28
<FN>
<F1>Other stockholders' equity amount is less cost of treasury stock of
$105,826.
</FN>
</TABLE>
