FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2000
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 January 8, 2001
(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,
2000 1999
____ ____
(Amounts in thousands
except per share data)
Sales $113,900 $123,144
Costs and expenses:
Cost of food 29,360 30,399
Payroll and related costs 39,210 38,526
Occupancy and other operating expenses 39,712 39,405
Provision for asset impairments 755 -
General and administrative expenses 6,194 5,203
_______ _______
115,231 113,533
_______ _______
Income (loss) from operations (1,331) 9,611
Interest expense (2,257) (1,056)
Other income, net 499 910
_______ _______
Income (loss) before income taxes (3,089) 9,465
Income tax expense (benefit) (1,081) 3,294
_______ _______
Net income (loss) (2,008) 6,171
Retained earnings at beginning of period 266,596 273,165
Cash dividends 0 (4,484)
_______ _______
Retained earnings at end of period $264,588 $274,852
_______ _______
Net income (loss) per share - basic
and assuming dilution $(0.09) $0.28
Cash dividend per share $0.00 $0.20
Average number of shares outstanding 22,420 22,420
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,
2000 2000
___________ __________
(Thousands of dollars)
ASSETS
Current assets:
Cash and cash equivalents $ 1,674 $ 679
Trade accounts and other receivables 421 403
Food and supply inventories 4,135 3,853
Prepaid expenses 2,016 4,481
Deferred income taxes 1,598 1,540
________ ________
Total current assets 9,844 10,956
Property held for sale 13,816 13,156
Investments and other assets 702 4,858
Property, plant, and equipment - at cost, net 337,471 338,124
________ ________
$361,833 $367,094
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 17,673 $ 19,843
Dividends payable - 2,242
Accrued expenses and other liabilities 27,312 24,040
Income taxes payable (4,385) (3,749)
________ ________
Total current liabilities 40,600 42,376
Long-term debt 116,000 116,000
Deferred income taxes and other credits 9,613 10,162
Reserve for store closings 803 1,815
Derivative financial instruments 165 -
Shareholders' equity:
Common stock 8,769 8,769
Paid-in capital 27,228 27,202
Retained earnings 264,588 266,596
Accumulated other comprehensive income (loss) (107) -
Less cost of treasury stock (105,826) (105,826)
________ ________
Total shareholders' equity 194,652 196,741
________ ________
$361,833 $367,094
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,
2000 1999
____ ____
(Thousands of dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(2,008) $ 6,171
Adjustments to reconcile net
income (loss) to net cash provided
by operating activities:
Depreciation and amortization 5,722 5,387
Provision for asset impairments 755 -
Other, net 821 112
______ _____
Net cash provided by operating activities 5,290 11,670
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of property held for sale 1,832 1,010
Purchases of land held for future use - (1,284)
Purchases of property, plant, and equipment (7,508) (14,107)
______ _____
Net cash used in investing activities (5,676) (14,381)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving credit agreement - 8,000
Proceeds from borrowings against cash surrender
value of insurance policies 3,623 -
Dividends paid (2,242) (4,484)
______ _____
Net cash provided by financing activities 1,381 3,516
Net increase in cash and cash equivalents 995 805
Cash and cash equivalents at beginning of period 679 286
______ _____
Cash and cash equivalents at end of period $ 1,674 $ 1,091
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S, INC.
NOTES TO CONSOLIATED FINANCIAL STATEMENTS
November 30, 2000
(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 periods 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, 2000. 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: New Accounting Pronouncement
The Company adopted Statement of Financial Standards No. 133 (FAS 133),
"Accounting for Derivative Instruments and Hedging Activities," and its
amendments, Statements 137 and 138, on September 1, 2000. FAS 133
requires that all derivative instruments be recorded on the balance
sheet at fair value. The Company has designated its interest rate swap
agreements as cash flow hedge instruments. The swap agreements are
used to manage exposure to interest rate movement by effectively
changing the variable rate to a fixed rate. The critical terms of the
interest rate swap agreements and the interest-bearing debt associated
with the swap agreements are the same; therefore, the Company has
assumed that there is no ineffectiveness in the hedge relationship.
Changes in fair value of the interest rate swap agreements will be
recognized in other comprehensive income, net of tax effects, until the
hedged items are recognized in earnings. The Company has hedged its
exposure to interest rate movement through June 30, 2002.
At September 1, 2000, the swap agreements were in a favorable position
by approximately $175,000. In accordance with the transition
provisions of FAS 133, the net-of-tax cumulative effect of an
accounting change adjustment on September 1, 2000, was $114,000 in
accumulated other comprehensive income with a deferred income tax
liability of $61,000. At November 30, 2000, the fair value of the swap
agreements decreased to an unfavorable position; therefore, the
derivative financial instruments were adjusted to a liability of
$165,000. Accumulated other comprehensive income (loss) was adjusted
to an accumulated loss of $107,000 and the deferred income tax was
adjusted to a $58,000 tax asset. As the swap agreements are deemed to
be effective cash flow hedges, there was no income statement impact
related to hedge ineffectiveness. The Company expects to reclassify
approximately $73,674 of existing losses in accumulated other
comprehensive income, net of taxes, into net income (loss) through
August 31, 2001.
Note 3: Comprehensive Income (Loss)
The Company's comprehensive income (loss) is comprised of net income
(loss) and adjustments to derivative financial instruments. The
components of comprehensive income (loss) are as follows:
Three Months Ended
November 30,
2000 1999
____ ____
(Thousands of dollars)
Net income (loss) $(2,008) $6,171
Other comprehensive income, net of taxes:
Cumulative effect of a change in accounting
for derivative financial instruments upon
adoption of FAS 133, net of taxes of $61 114 -
Net derivative income (loss), net of taxes of $108 (201) -
Reclassification adjustment for (gains) losses
included in net income (loss), net of taxes of $10 (20) -
_______ _______
Comprehensive income (loss) $(2,115) $6,171
Note 4: Impairment of Long-Lived Assets and Store Closings
During the current quarter, the Company recorded a pretax charge to
operating costs of $755,000 as a result of asset impairment charges in
accordance with Statement of Financial Accounting Standards No. 121 (FAS
121), "Accounting for the Impairment of Long-Lived Assets to be Disposed
of." The assets related to surplus properties held for sale, which were
written down to the lower of their historical costs or estimated net
realizable values.
In fiscal years 2000 and 1998 the Company also recorded a pretax charge to
operating costs of $14.5 million and $36.9 million, respectively, for asset
impairments and store closings. In late fiscal 2000 the Company reviewed
its restaurants from a capital strategy standpoint to determine whether the
closing of certain units could positively impact sales and profitability at
nearby locations while also providing capital funds from the sale of these
properties to invest in other more profitable capital projects, such as
food-to-go drive-thru expansions. As a result of this review and continual
evaluation of possible impairments, the Company recorded a pretax charge of
$14.5 million during the fourth quarter of fiscal 2000 for store closings,
associated closing costs, asset impairment charges in accordance with
Statement of Financial Accounting Standards No. 121 (FAS 121), "Accounting
for the Impairment of Long-Lived Assets to be Disposed of," and other
unusual charges. The principal components of the 2000 charge were as
follows:
- $7.7 million for the closing of 15 restaurants that had not met the
Company's return on invested capital and sales growth requirements.
Twelve of the 15 units were closed prior to November 2000, and the
remaining three are planned for closure prior to August 31, 2001. The
charge included the cost to write down the properties and equipment to
net realizable value and estimated costs for the settlement of lease
obligations, legal and professional fees, severance costs, and other
exit costs.
- $3.2 million for asset impairments of six restaurant properties which the
Company continues to operate. The carrying values of the assets were
written down to the estimated future discounted cash flows or fully
written off in the case of negative future cash flows. Estimated future
cash flows were based on a regression analysis of averages for similar
restaurants, discounted at the Company's weighted average cost of
capital.
- $1.3 million for the write-down of computer-related equipment and
software. The write-down included the abandonment of a payroll-related
software package and several point-of-sale (POS) systems. The POS
systems were replaced with new touch-screen systems to provide better
information and customer service, especially in the food-to-go
expansions. As these items were abandoned, the remaining book value of
these assets was written off.
- $1.2 million additional write-down on surplus properties held for sale.
These properties were written down to the lower of their historical
carrying costs or estimated net realizable values.
- $1.1 million related to other unusual charges. The primary component of
this charge was the write-off of the remaining asset balance related to
L&W Seafood, Inc., a joint venture originally established between the
Company and Waterstreet, Inc.
Prior to August 31, 2000, all restaurant employees of the Company were
notified of the possibility of their termination due to future restaurant
closures. As of November 30, 2000, approximately 225 employees have been
terminated, and approximately 100 additional employees will be terminated
when the remaining three restaurants are closed during the coming year.
The severance cost for these employees was accrued and included in the
store closing charge noted above.
During 1998 the Company recorded a pretax charge of $36.9 million as a
result of the adoption of its strategic plan, which included the
disposition, relocation, and write-down of several restaurants that had
not met management's financial return expectations. The principal
components of the 1998 charge were as follows:
- $14.7 million for the closing of 14 underperforming restaurants. This
charge included the cost to write down the properties and equipment to
net realizable value and estimated costs for the settlement of lease
obligations, legal and professional fees, and other exit costs. As of
November 2000, only one unit remains to be closed and is scheduled for
closure in January 2001.
- $10.7 million for the closing and relocation of 16 restaurants to
optimize their market potential. This charge included the cost to write
down the properties and equipment to net realizable value. Of the 16
units, three have been relocated and five are scheduled for future
relocations. In addition, due to changes in operating conditions, the
Company decided to close five of these units and continue to operate
three units. The carrying values of the three units that remain in
operation were moved out of property held for sale into operating assets
at August 31, 2000.
- $11.4 million for asset impairments of 13 restaurants which the Company
continues to operate. In accordance with FAS 121, the properties were
written down to the estimated future discounted cash flows or fully
written off in the case of negative future cash flows. Estimated future
cash flows were based on a regression analysis of averages for similar
restaurants, discounted at the Company's weighted average cost of
capital.
- $0.1 million additional write-down on surplus properties held for sale.
These properties were written down to the lower of their historical
carrying costs or estimated net realizable values.
At November 30, 2000, the balance in the reserve for store closings was
$803,000. All material cash outlays related to the 1998 pretax charge
have been made as of November 30, 2000. It is anticipated that all
material cash outlays required for the 2000 pretax charge will be made
prior to August 31, 2001. The following table presents a summary of the
types and amounts recognized as accrued expenses together with cash
payments made against such accruals through the period ended November 30,
2000:
_____________________________________________________
Legal
And
Lease Profes- Work- Other
Settlement sional force Exit Total
Costs Fees Severance Costs Reserve
_____________________________________________________
(Thousands of dollars)
Reserve balance at
August 31, 1997 $ -- $ -- $ -- $ -- $ --
Additions (reductions) 4,537 985 260 390 6,172
_______ _______ _______ _______ _______
Reserve balance at
August 31, 1998 4,537 985 260 390 6,172
Additions (reductions) (224) 150 56 (257) (275)
Cash payments (406) (135) (244) (45) (830)
_______ _______ _______ _______ _______
Reserve balance at
August 31, 1999 3,907 1,000 72 88 5,067
Additions (reductions) 675 350 375 300 1,700
Cash payments (3,817) (975) (72) (88) (4,952)
_______ _______ _______ _______ _______
Reserve balance at
August 31, 2000 765 375 375 300 1,815
Additions (reductions) 450 (200) (55) (195) --
Cash payments (715) -- (245) (52) (1,012)
_______ _______ _______ _______ _______
Reserve balance at
November 30, 2000 $ 500 $ 175 $ 75 $ 53 $ 803
_______ _______ _______ _______ _______
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 $995,000 from the end of the preceding
fiscal year to November 30, 2000. All capital expenditures for fiscal 2001 are
being funded from cash flows from operations, cash equivalents, and long-term
debt. Capital expenditures for the three months ended November 30, 2000, were
$7,508,000. As of November 30, 2000, the Company owned one undeveloped land
site, two land sites on which restaurants were under construction, and 25
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, 2000, the amount outstanding under this line of credit was
$116,000,000. 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.
Operational Restructuring
_________________________
During the current quarter, the Company had cash outlays related to its reserve
for store closings. This reserve was the result of write-downs taken in fiscal
year 2000 and fiscal year 1998. The write-downs were the result of the
Company's continuing efforts to redeploy both capital and human resources to
improve the Company's financial performance and strengthen the organization.
The 2000 write-down resulted in a pretax charge to operating costs of $14.5
million during the fourth quarter for store closings, associated closing costs,
asset impairment charges in accordance with Statement of Financial Accounting
Standards No. 121 (FAS 121), "Accounting for the Impairment of Long-Lived Assets
to be Disposed of," and other unusual charges. The principal components of the
2000 charge were (1) $7.7 million for the closing of 15 restaurants that had not
met the Company's return on invested capital and sales growth requirements - 12
of the 15 units have been closed as of November 2000, and the remaining three
are planned for closure prior to August 31, 2001; (2) $3.2 million for asset
impairments of six restaurant properties which the Company continues to operate;
(3) $1.3 million for the write-down of computer-related equipment and software;
(4) $1.2 million additional write-down on surplus properties held for sale; and
(5) $1.1 million related to other unusual charges. The 1998 write-down
resulted in a pretax charge to operating costs of $36.9 million for stores that
were closed, relocated, or impaired. The principal components of the 1998
charge were (1) $14.7 million for the closing of 14 underperforming restaurants;
(2) $10.7 million for the closing and relocation of 16 restaurants to optimize
their market potential; (3) $11.4 million for asset impairments of 13
restaurants which the Company continues to operate; and (4) $0.1 million
additional write-down on surplus properties held for sale. See further
discussion of the 2000 and 1998 pretax charges in Note 4 of the Notes to
Consolidated Financial Statements for the period ended November 30, 2000.
At November 30, 2000, the balance in the reserve for store closings was
$803,000. All material cash outlays related to the 1998 pretax charge have been
made as of November 30, 2000. It is anticipated that all material cash outlays
required for the 2000 pretax charge will be made prior to August 31, 2001. The
following table presents a summary of the types and amounts recognized as
accrued expenses together with cash payments made against such accruals for the
quarter ended November 30, 2000:
_____________________________________________________
Legal
And
Lease Profes- Work- Other
Settlement sional force Exit Total
Costs Fees Severance Costs Reserve
_____________________________________________________
(Thousands of dollars)
Reserve balance at
August 31, 2000 $ 765 $ 375 $ 375 $ 300 $ 1,815
Additions (reductions) 450 (200) (55) (195) ---
Cash payments (715) -- (245) (52) (1,012)
_______ _______ _______ _______ _______
Reserve balance at
November 30, 2000 $ 500 $ 175 $ 75 $ 53 $ 803
_______ _______ _______ _______ ________
Results of Operations
_____________________
Quarter ended November 30, 2000 compared to the quarter ended November 30, 1999
_______________________________________________________________________________
Sales decreased $9,244,000, or 7.5%, due to the closing of three restaurants in
fiscal 2000 and 12 restaurants in fiscal year 2001, and a decline of just under
7% during the quarter in sales volumes at restaurants opened over 18 months.
This decrease was partially offset by the opening of 11 new restaurants during
fiscal 2000.
Cost of food decreased $1,039,000, or 3.4%, due primarily to the decline in
sales. As a percentage of sales, food costs were higher versus the prior year
due to various additional factors including higher commodity prices on pork,
beef, and vegetables. In addition, food costs were impacted by recent couponing
and our drive to increase dinner traffic by offering higher-end entrees such as
steak, shrimp, and fresh fish. Payroll and related costs increased $684,000, or
1.7%, due primarily to higher hourly wage rates, which were partially offset by
fewer labor hours in the restaurants, as well as an unusual charge of $500,000
related to a worker's compensation adjustment based on an analysis of current
year activity and company trends. Occupancy and other operating expenses
increased $307,000, or 0.8%, due primarily to increased utility costs due to
higher rates; higher rent expense due to new stores and the timing of percentage
rentals; higher property taxes related to new stores and remodels; and higher
depreciation expense associated with the new stores, restaurant remodels, and an
increase in technology-related spending. These increases were partially offset
by lower advertising expense due to a change in the timing of expenditures and
lower management incentive pay as a result of lower sales and profits. General
and administrative expenses increased $991,000, or 19.0%, due primarily to
higher officers' salaries related to a separation agreement negotiated with
Luby's former President and CEO and higher legal and professional fees related
to various pending issues. These increases were offset by lower profit sharing
and bonus expenses. During the current quarter, the Company recorded a pretax
charge to operating costs of $755,000 as a result of asset impairment charges in
accordance with Statement of Financial Accounting Standards No. 121 (FAS 121),
"Accounting for the Impairment of Long-Lived Assets to be Disposed of." The
assets related to surplus properties held for sale, which were written down to
their estimated fair value.
Interest expense increased $1,201,000, or 113.7%, from the first quarter of
fiscal 2000 due to higher borrowings under the line-of-credit agreement and
higher interest rates.
Other income decreased $411,000 due primarily to lower gains on the sale of
properties which were held for sale.
The provision for income taxes decreased $12,554,000, or 132.6%, due primarily
to lower income before income taxes. This was partially offset by a slight
increase in the effective income tax rate from 34.8% to 35.0%.
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).
4(j) Third Amendment to Credit Agreement dated October 27, 2000, among
Luby's, Inc., Certain Lenders, and Bank of America, N.A. (filed as
Exhibit 4(j) to the Company's Annual Report on Form 10-K for the fiscal
year ended August 31, 2000, 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) 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(d) 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(e) 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(f) 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(g) 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(h) Amended and Restated Nonemployee Director Stock Option Plan of Luby's,
Inc. approved by the shareholders of Luby's, Inc. on January 14, 2000
(filed as Exhibit 10(j) to the Company's Quarterly Report on Form 10-Q
for the quarter ended February 29, 2000, and incorporated herein by
reference).*
10(i) 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(j) 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(k) 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(l) 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(m) 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(n) 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(o) 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(p) 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 to the fiscal year ended August 31,
1999, and incorporated herein by reference).*
10(q) Amendment dated July 25, 2000, to Employment Agreement between Luby's
Cafeterias, 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, 2000, and incorporated herein by reference).*
10(r) Severance Agreement between Luby's, Inc. and Barry J.C. Parker dated
December 19, 2000.*
10(s) 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(t) 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(u) 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(v) 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(w) Luby's, Inc. Incentive Bonus Plan for Fiscal 2001 (filed as Exhibit
10(z) to the Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 2000, 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
July 20, 2000 (filed as Exhibit 99(a) to the Company's Annual Report on
Form 10-K for the fiscal year ended August 31, 2000, 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:/s/DAVID B. DAVISS
_______________________
David B. Daviss
Chairman of the Board, Acting
Chief Executive Officer,
Acting Chief Financial
Officer, and Director
Dated: January 16, 2001
EXHIBIT INDEX
Number Document
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).
4(j) Third Amendment to Credit Agreement dated October 27, 2000,
among Luby's, Inc., Certain Lenders, and Bank of America, N.A.
(filed as Exhibit 4(j) to the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 2000, 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) 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(d) 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(e) 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(f) 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(g) 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(h) Amended and Restated Nonemployee Director Stock Option Plan
of Luby's, Inc. approved by the shareholders of Luby's, Inc.
on January 14, 2000 (filed as Exhibit 10(j) to the Company's
Quarterly Report on Form 10-Q for the quarter ended February 29,
2000, and incorporated herein by reference).*
10(i) 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(j) 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(k) 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(l) 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(m) 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(n) 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(o) 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(p) 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 to the fiscal year
ended August 31, 1999, and incorporated herein by reference).*
10(q) Amendment dated July 25, 2000, to Employment Agreement between
Luby's Cafeterias, 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, 2000, and incorporated herein
by reference).*
10(r) Severance Agreement between Luby's, Inc. and Barry J.C. Parker
dated December 19, 2000.*
10(s) 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(t) 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(u) 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(v) 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(w) Luby's, Inc. Incentive Bonus Plan for Fiscal 2001 (filed as
Exhibit 10(z) to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 2000, 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 July 20, 2000 (filed as Exhibit 99(a) to the Company's Annual
Report on Form 10-K for the fiscal year ended August 31, 2000,
and incorporated herein by reference).
*Denotes management contract or compensatory plan or arrangement.
