-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ASZzIVCaOEtXMXX6WjPMFcSdbHDLsRZm7xezx6HEq1VRhMVMw8oDx0xKCcTcA7q3 cIqDFtlR2WfgV0rZnPa0rQ== 0000016099-97-000006.txt : 19970414 0000016099-97-000006.hdr.sgml : 19970414 ACCESSION NUMBER: 0000016099-97-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970228 FILED AS OF DATE: 19970411 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUBYS CAFETERIAS INC CENTRAL INDEX KEY: 0000016099 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 741335253 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08308 FILM NUMBER: 97578607 BUSINESS ADDRESS: STREET 1: 2211 NE LOOP 410 STREET 2: P O BOX 33069 CITY: SAN ANTONIO STATE: TX ZIP: 78265-3069 BUSINESS PHONE: 2106549000 FORMER COMPANY: FORMER CONFORMED NAME: CAFETERIAS INC DATE OF NAME CHANGE: 19810126 10-Q 1 TEXT OF 10-Q 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 February 28, 1997 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: 23,410,574 shares outstanding as of February 28, 1997 (exclusive of 3,992,493 treasury shares) Part I - FINANCIAL INFORMATION Item 1. Financial Statements. LUBY'S CAFETERIAS, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended Six Months Ended February 28, February 29, February 28, February 29, 1997 1996 1997 1996 ___________ ___________ ____________ ___________ (Amounts in thousands except per share data) Sales $118,830 $108,835 $241,117 $217,172 Costs and expenses: Cost of food 28,654 26,207 59,043 53,213 Payroll and related costs 35,268 29,994 71,279 60,298 Occupancy and other operating expenses 36,324 32,171 73,230 64,343 General and administrative expenses 5,617 5,291 11,180 10,264 ________ ________ ________ ________ 105,863 93,663 214,732 188,118 ________ ________ ________ ________ Income from operations 12,967 15,172 26,385 29,054 Interest expense (955) (671) (1,608) (1,199) Other income, net 453 373 754 723 ________ ________ ________ ________ Income before income taxes 12,465 14,874 25,531 28,578 Provision for income taxes 4,061 5,552 8,961 10,691 ________ ________ ________ ________ Net income $ 8,404 $ 9,322 $ 16,570 $ 17,887 ________ ________ ________ ________ Net income per share $.36 $.40 $.71 $.77 ________ ________ ________ ________ Cash dividends per share $.20 $.18 $.40 $.36 ________ ________ ________ ________ Average number of shares outstanding 23,380 23,432 23,498 23,377 See accompanying notes. /TABLE Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S CAFETERIAS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) February 28, August 31, 1997 1996 ___________ __________ (Thousands of dollars) ASSETS Current assets: Cash and cash equivalents $ 6,332 $ 2,687 Trade accounts and other receivables 631 541 Food and supply inventories 4,561 4,517 Prepaid expenses 4,092 3,195 Deferred income taxes 502 418 ________ ________ Total current assets 16,118 11,358 Investments and other assets - at cost 23,449 12,343 Property, plant, and equipment - at cost, net 331,754 311,589 ________ ________ $371,321 $335,290 ________ ________ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable - trade $ 10,389 $ 14,568 Dividends payable 4,682 4,796 Accrued expenses and other liabilities 18,306 24,336 Income taxes payable 1,489 2,754 ________ ________ Total current liabilities 34,866 46,454 Long-term debt 95,000 41,000 Deferred income taxes and other credits 22,510 22,163 Shareholders' equity: Common stock 8,769 8,769 Paid-in capital 26,945 26,945 Retained earnings 273,553 267,374 Less cost of treasury stock (90,322) (77,415) ________ ________ Total shareholders' equity 218,945 225,673 ________ ________ $371,321 $335,290 ________ ________ See accompanying notes. Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S CAFETERIAS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended February 28, February 29, 1997 1996 ___________ ____________ (Thousands of dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $16,570 $17,887 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 9,793 8,674 Decrease in accrued expenses and other liabilities (5,915) (6,610) Other (4,695) (2,732) _______ _______ Net cash provided by operating activities 15,753 17,219 _______ _______ CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from disposal of property, plant, and equipment 1,052 --- Purchases of land held for future use (11,608) (3,999) Purchases of property, plant, and equipment (30,617) (16,605) _______ _______ Net cash used in investing activities (41,173) (20,604) _______ _______ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock under stock option plan 2,775 4,891 Net payments of short-term borrowings --- (57,000) Proceeds from long-term debt 486,000 53,000 Reductions of long-term debt (432,000) --- Purchases of treasury stock (18,260) --- Dividends paid (9,450) (8,396) _______ _______ Net cash provided by (used in) financing activities 29,065 (7,505) _______ _______ Net increase (decrease) in cash and cash equivalents 3,645 (10,890) Cash and cash equivalents at beginning of period 2,687 12,392 _______ _______ Cash and cash equivalents at end of period $ 6,332 $ 1,502 _______ _______ See accompanying notes. Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S CAFETERIAS, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the Six Months Ended February 28, 1997 and February 29, 1996 (UNAUDITED)
Total Common Stock Paid-in Retained Shareholders' Issued Treasury Capital Earnings Equity ______ ________ _______ _________ ____________ (Thousands of dollars) Balance at August 31, 1995 $8,769 $(91,983) $26,945 $248,973 $192,704 Net income for the period --- --- --- 17,887 17,887 Common stock issued under employee benefit plans, net of shares tendered in partial payment and including tax benefits --- 6,740 --- (1,339) 5,401 Cash dividends --- --- --- (8,450) (8,450) ______ ________ _______ ________ ________ Balance at February 29, 1996 $8,769 $(85,243) $26,945 $257,071 $207,542 ______ ________ _______ ________ ________ Balance at August 31, 1996 $8,769 $(77,415) $26,945 $267,374 $225,673 Net income for the period --- --- --- 16,570 16,570 Common stock issued under employee benefit plans, net of shares tendered in partial payment and including tax benefits --- 4,195 --- (1,055) 3,140 Cash dividends --- --- --- (9,336) (9,336) Purchases of treasury stock --- (17,102) --- --- (17,102) ______ ________ _______ ________ ________ Balance at February 28, 1997 $8,769 $(90,322) $26,945 $273,553 $218,945 ______ ________ _______ ________ ________ See accompanying notes. /TABLE Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S CAFETERIAS, INC. NOTES TO FINANCIAL STATEMENTS February 28, 1997 (UNAUDITED) Note 1: 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. Note 2: Effective February 1, 1997, Luby's Cafeterias, Inc. was restructured into a holding company. These consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 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 $3,645,000 from the end of the preceding fiscal year to February 28, 1997. All capital expenditures for fiscal 1997 are being funded from cash flows from operations, cash equivalents, and long-term debt. Capital expenditures for the six months ended February 28, 1997, were $42,225,000, including approximately $14 million for the purchase of 20 cafeteria locations from Triangle FoodService Corporation, formerly Wyatt Cafeterias, Inc. As of February 28, 1997, the Company owned 17 undeveloped land sites and three land sites on which cafeterias are under construction. During the six months ended February 28, 1997, the Company purchased 747,800 shares of its common stock at a cost of $17,102,000, 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 $100,000,000 line-of-credit agreement. As of February 28, 1997, the amount outstanding under this line of credit was $95,000,000. 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 February 28, 1997 compared to the quarter ended February 29, 1996. ___________________________________________________________________________ Sales increased $9,995,000, or 9.2%, due to the addition of 21 new cafeterias in fiscal 1997 and 18 in fiscal 1996. Cost of food increased $2,447,000, or 9.3%, due primarily to the increase in sales. Payroll and related costs increased $5,274,000, or 17.6%, due primarily to the increase in sales, the higher Federal minimum wage effective October 1, 1996, and higher wage costs associated with the significant increase in expansion over the prior year. Labor costs are typically higher in new units due to the significant amount of training and turnover during the first year of operation. Occupancy and other operating expenses increased $4,153,000, or 12.9%, due primarily to the increase in sales, higher utility costs, and the opening of four new cafeterias and one relocation. General and administrative expenses increased $326,000, or 6.2%, due primarily to higher legal and professional fees and higher moving expenses associated with the increased expansion. Interest expense increased $284,000 due to higher borrowings under the line- of-credit agreement. The provision for income taxes decreased $1,491,000, or 26.9%, due primarily to state tax savings as a result of the restructuring. The effective income tax rate decreased from 37.3% to 32.6%. Six months ended February 28, 1997 compared to the six months ended February 29, 1996. _____________________________________________________________________ Sales increased $23,945,000, or 11.0%, due primarily to the addition of 21 new cafeterias in fiscal 1997 and 18 in fiscal 1996. Cost of food increased $5,830,000, or 11.0%, due primarily to the increase in sales. Payroll and related costs increased $10,981,000, or 18.2%, due primarily to the increase in sales, the higher Federal minimum wage effective October 1, 1996, and higher wage costs associated with the significant increase in expansion over the prior year. Labor costs are typically higher in new units due to the significant amount of training and turnover during the first year of operation. Occupancy and other operating expenses increased $8,887,000, or 13.8%, due primarily to the increase in sales and the opening of 21 new cafeterias, plus two relocations. All preopening and other start-up costs are expensed as incurred, including costs for the initial shipments of china, silverware, and glassware. The total impact of opening the 21 new locations caused net income for the six months ended February 28, 1997, to be lower by approximately $.10 per share. General and administrative expenses increased $916,000, or 8.9%, due primarily to higher legal and professional fees, higher manager trainee salaries, and higher moving expenses associated with the increased expansion. Interest expense increased $409,000 due to higher borrowings under the line- of-credit agreement. The provision for income taxes decreased $1,730,000, or 16.2%, due primarily to state tax savings as a result of the restructuring. The effective income tax rate decreased from 37.4% to 35.1%. 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 seasonality of the Company's business, taxes, inflation, and governmental regulations. Part II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. (a) The 1997 annual meeting of shareholders of Luby's Cafeterias, Inc. was held on January 14, 1997. (b) The directors elected at the meeting were John E. Curtis, Jr., Ralph Erben, Walter J. Salmon, and Joanne Winik. The other directors whose terms continued after the meeting are Lauro F. Cavazos, David B. Daviss, Roger R. Hemminghaus, John B. Lahourcade, William E. Robson, and George H. Wenglein. (c) The matters voted upon at the meeting were (i) the election of four directors to serve until the 2000 annual meeting of shareholders, (ii) authorizing restructuring of the Company into a holding company, and (iii) the approval of the appointment of Ernst & Young LLP as auditors for the 1997 fiscal year. (d) With respect to the election of directors, the results of the voting were: Shares Voted Shares Broker Nominee For Abstained Nonvotes __________________ _____________ _________ _________ John E. Curtis, Jr. 19,773,939 715,692 -0- Ralph Erben 19,686,081 803,549 -0- Walter J. Salmon 19,691,461 798,170 -0- Joanne Winik 19,749,860 739,769 -0- (e) With respect to authorizing restructuring of the Company into a holding company, the results of the voting were: Shares voted "for" 17,708,032 Shares voted "against" 244,051 Shares abstaining 173,531 Broker nonvotes 2,364,023 (f) With respect to approval of the appointment of auditors, the results of the voting were: Shares voted "for" 20,402,202 Shares voted "against" 28,848 Shares abstaining 58,579 Broker nonvotes 11 Part II - OTHER INFORMATION (continued) Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 2 Agreement and Plan of Merger dated November 1, 1991, between Luby's Cafeterias, Inc., a Texas corporation, and Luby's Cafeterias, Inc., a Delaware corporation (filed as Exhibit 2 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, and incorporated herein by reference). 3(a) Certificate of Incorporation of Luby's Cafeterias, Inc., a Delaware corporation, as in effect February 28, 1994 (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 Annual Report on Form 10-K for the fiscal year ended August 31, 1996, 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. 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. 10(c) Annual Incentive Plan for Area Vice Presidents of Luby's Cafeterias, Inc. adopted October 19, 1983 (filed as Exhibit 10(d) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1983, and incorporated herein by reference). 10(d) Amendment to Annual Incentive Plan for Area Vice Presidents of Luby's Cafeterias, Inc. adopted January 14, 1997. 10(e) Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted October 19, 1983 (filed as Exhibit 10(e) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1983, and incorporated herein by reference). 10(f) Amendment to Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted January 14, 1997. 10(g) 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(h) Amendment to Performance Unit Plan of Luby's Cafeterias, Inc. adopted January 14, 1997. 10(i) Employment Contract dated January 8, 1988, between Luby's Cafeterias, Inc. and George H. Wenglein (filed as Exhibit 10(h) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1988, and incorporated herein by reference). 10(j) 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(k) Amendment to Management Incentive Stock Plan of Luby's Cafeterias, Inc. adopted January 14, 1997. 10(l) 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(m) Amendment to Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias, Inc. adopted January 14, 1997. 10(n) 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(o) Amendment to Nonemployee Director Stock Option Plan of Luby's Cafeterias, Inc. adopted January 14, 1997. 10(p) 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(q) 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(r) Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement Plan adopted January 14, 1997. 10(s) Luby's Cafeterias, Inc. Welfare Benefit Plan Trust dated July 18, 1996 (filed as Exhibit 10(k) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1996, and incorporated herein by reference). 10(t) Retirement Agreement dated March 17, 1997, between Luby's Cafeterias, Inc. and Ralph Erben. 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: JOHN B. LAHOURCADE ______________________________ John B. Lahourcade Chairman of the Board and Acting Chief Executive Officer By: LAURA M. BISHOP _____________________________ Laura M. Bishop Senior Vice President and Chief Financial Officer Dated: April 11, 1997 EXHIBIT INDEX Number Document 2 Agreement and Plan of Merger dated November 1, 1991, between Luby's Cafeterias, Inc., a Texas corporation, and Luby's Cafeterias, Inc., a Delaware corporation (filed as Exhibit 2 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, and incorporated herein by reference). 3(a) Certificate of Incorporation of Luby's Cafeterias, Inc., a Delaware corporation, as in effect February 28, 1994 (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 Annual Report on Form 10-K for the fiscal year ended August 31, 1996, 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. 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. 10(c) Annual Incentive Plan for Area Vice Presidents of Luby's Cafeterias, Inc. adopted October 19, 1983 (filed as Exhibit 10(d) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1983, and incorporated herein by reference). 10(d) Amendment to Annual Incentive Plan for Area Vice Presidents of Luby's Cafeterias, Inc. adopted January 14, 1997. 10(e) Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted October 19, 1983 (filed as Exhibit 10(e) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1983, and incorporated herein by reference). 10(f) Amendment to Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted January 14, 1997. 10(g) 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(h) Amendment to Performance Unit Plan of Luby's Cafeterias, Inc. adopted January 14, 1997. 10(i) Employment Contract dated January 8, 1988, between Luby's Cafeterias, Inc. and George H. Wenglein (filed as Exhibit 10(h) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1988, and incorporated herein by reference). 10(j) 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(k) Amendment to Management Incentive Stock Plan of Luby's Cafeterias, Inc. adopted January 14, 1997. 10(l) 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(m) Amendment to Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias, Inc. adopted January 14, 1997. 10(n) 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(o) Amendment to Nonemployee Director Stock Option Plan of Luby's Cafeterias, Inc. adopted January 14, 1997. 10(p) 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(q) 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(r) Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement Plan adopted January 14, 1997. 10(s) Luby's Cafeterias, Inc. Welfare Benefit Plan Trust dated July 18, 1996 (filed as Exhibit 10(k) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1996, and incorporated herein by reference). 10(t) Retirement Agreement dated March 17, 1997, between Luby's Cafeterias, Inc. and Ralph Erben. 11 Statement re computation of per share earnings. EX-4 2 EXH4(F) AMENDMENT TO CREDIT AGREEMENT Exhibit 4(f) FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"), dated as of January 24, 1997, is entered into among LUBY'S CAFETERIAS, INC., a Delaware corporation (the "Borrower"), the banks listed on the signature pages hereof (the "Lenders"), and NATIONSBANK OF TEXAS, N.A., as Administrative Lender for the Lenders (in said capacity, the "Administrative Lender"). BACKGROUND A. The Borrower, the Lenders, and the Administrative Lender heretofore entered into that certain Credit Agreement, dated as of February 27, 1996, (the "Credit Agreement"; the terms defined in the Credit Agreement and not otherwise defined herein shall be used herein as defined in the Credit Agreement). B. The Borrower, the Lenders, and the Administrative Lender desire to amend the Credit Agreement. NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are all hereby acknowledged, the Borrower, the Lenders, and the Administrative Lender covenant and agree as follows: 1. AMENDMENTS. (a) The definition of "Restricted Subsidiary" set forth in Section 1.1 of the Credit Agreement is hereby amended to read as follows: "Restricted Subsidiary means (a) each direct and indirect Subsidiary of the Borrower which is not an Unrestricted Subsidiary and (b) each direct and indirect Subsidiary which is designated as a "Restricted Subsidiary" on Schedule 3 hereto, whether or not such Subsidiary meets the qualifications of an Unrestricted Subsidiary." (b) Section 5.3(a) of the Credit Agreement is hereby amended to read as follows: "(a) The Borrower covenants and agrees that it will not, and will cause each of its Restricted Subsidiaries to not, directly or indirectly (i) sell, transfer or otherwise dispose of any of its assets (whether now owned or hereafter acquired) or (ii) enter into any arrangement with any Person, whereby the Borrower or any such Restricted Subsidiary shall sell or transfer any property, whether now owned or hereafter acquired, used or useful in its business, and thereafter rent or lease the property so sold or transferred ("Sale-Leaseback"), except (i) sales of inventory or equipment in the ordinary course of business, (ii) dispositions of obsolete inventory or equipment, waste or by- product material in the ordinary course of business, (iii) dispositions of Cash Equivalents or cash in the ordinary course of business, (iv) dispositions of property to the Borrower or to a Restricted Subsidiary, and (v) other dispositions of property and Sale-Leasebacks (A) for not less than the fair market value of such property and (B) provided the aggregate Net Proceeds of all such dispositions and Sale-Leasebacks during any fiscal year shall not exceed 5% of the consolidated total assets of the Borrower and its Subsidiaries as of the end of the immediately preceding fiscal year." (c) Schedule 3 to the Credit Agreement is hereby amended to be in the form of Schedule 3 to this First Amendment. 2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Amendment, and this First Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment or the Credit Agreement, as amended by this First Amendment, nor the consummation of any transactions herein or therein, will contravene or conflict with any law to which the Borrower or any of its Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval consent, or other action by, notice to, or filing with, any governmental authority or other Person is required for the execution, delivery or performance by the Borrower of this First Amendment. 3. CONDITIONS OF EFFECTIVENESS. This First Amendment shall be effective as of the date first above written, subject to the following: (a) the Administrative Lender shall have received counterparts of this First Amendment executed by each Lender; (b) the Administrative Lender shall have received counterparts of this First Amendment executed by the Borrower; (c) the Administrative Lender shall have received the Subsidiary Guaranty duly executed by each Guarantor; (d) the Administrative Lender shall have received a subordination agreement, in form and substance satisfactory to the Administrative Lender (the "Subordination Agreement"), duly executed by each Guarantor; (e) the Administrative Lender shall have received an officer's certificate for each Guarantor, including a certificate of incumbency with respect to each officer of such Guarantor signing the Subsidiary Guaranty and the Subordination Agreement, and including (i) a copy of the certificate of incorporation or limited partnership of such Guarantor, as appropriate, certified to be true, complete and correct by the secretary of state of organization, (ii) a copy of the by-laws or partnership agreement of each Guarantor, as appropriate, certified to be true, complete and correct, (iii) a copy of the resolutions of such Guarantor authorizing the execution, delivery and performance of the Subsidiary Guaranty and the Subordination Agreement; and (iv) a copy of the certificates of existence and good standing of such Guarantor for its state of organization and each state in which it is qualified to do business; and (f) the Administrative Lender shall have received, in form and substance satisfactory to the Administrative Lender and its counsel, such other documents, certificates and instruments as the Administrative Lender shall require. 4. REFERENCE TO THE CREDIT AGREEMENT. (a) Upon the effectiveness of this First Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", or words of like import shall mean and be a reference to the Credit Agreement, as affected and amended hereby. (b) The Credit Agreement, as amended by the amendments referred to above, shall remain in full force and effect and is hereby ratified and confirmed. 5. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all costs and expenses of the Administrative Lender in connection with the preparation, reproduction, execution and delivery of this First Amendment and the other instruments and documents to be delivered hereunder (including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Lender with respect thereto and with respect to advising the Administrative Lender as to its rights and responsibilities under the Credit Agreement, as hereby amended). 6. EXECUTION IN COUNTERPARTS. This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. 7. GOVERNING LAW: BINDING EFFECT. This First Amendment shall be governed by and construed in accordance with the laws of the State of Texas and shall be binding upon the Borrower and each Lender and their respective successors and assigns. 8. HEADINGS. Section headings in this First Amendment are included herein for convenience of reference only and shall not constitute a part of this First Amendment for any other purpose. 9. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS FIRST AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO ORAL UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as the date first above written. LUBY'S CAFETERIAS, INC. By: JOHN E. CURTIS, JR. _________________________________ Name: John E. Curtis, Jr. Title: President NATIONSBANK OF TEXAS, N.A. By: JEFF SUSMAN _________________________________ Name: Jeff Susman Title: Senior Vice President SUNTRUST BANK, ATLANTA By: TODD C. DAVIS _________________________________ Name: Todd C. Davis Title: Assistant Vice President By: JOHN A. FIELDS, JR. _________________________________ Name: John A. Fields, Jr. Title: Vice President TEXAS COMMERCE BANK NATIONAL ASSOCIATION By: ROBERT P. CARSWELL _________________________________ Name: Robert P. Carswell Title: Senior Vice President THE BANK OF TOKYO, LTD., DALLAS AGENCY By: JOHN BECKWITH _________________________________ Name: John Beckwith Title: Vice President SCHEDULE 3 SUBSIDIARIES 1. Borrower is a Delaware corporation. 2. L&W Seafood, Inc. is a Delaware corporation and an Unrestricted Subsidiary. Borrower owns 80% of the outstanding stock L&W Seafood, Inc. 3. Borrower owns, either directly or indirectly, 100% of the outstanding ownership interests of the following Subsidiaries, each of which is a Restricted Subsidiary: (a) Luby's Holdings, Inc., a Delaware corporation (a wholly-owned subsidiary of Borrower). (b) LUBCO, Inc., a Delaware corporation (a wholly-owned subsidiary of Luby's Holdings, Inc.). (c) Luby's Limited Partner, Inc., a Delaware corporation (a wholly- owned subsidiary of Luby's Holdings, Inc.). (d) Luby's Management, Inc., a Delaware corporation (a wholly-owned subsidiary of LUBCO, Inc.). (e) Luby's Restaurants Limited Partnership, a Texas limited partnership (owned 1% by Luby's Management, Inc., sole general partner, and 99% by Luby's Limited Partner, Inc., sole limited partner). EX-10 3 VARIOUS EXHIBITS TO COMPENSATION AGREEMENTS Exhibit 10(b) AMENDMENT TO DEFERRED COMPENSATION AGREEMENTS OF LUBY'S CAFETERIAS, INC. The following resolution was duly adopted by the Board of Directors of Luby's Cafeterias, Inc. on January 14, 1997: RESOLVED: That the Deferred Compensation Agreements heretofore entered into by Luby's Cafeterias, Inc. with James I. Dove, Jerry Eldredge, Ralph Erben, John B. Lahourcade, and William E. Robson are hereby amended by adding to each Agreement a new Section 14 reading as follows: 14. Company. The term "Company" as used in this Agreement means Luby's Cafeterias, Inc. and its subsidiaries and any other business entities in which Luby's Cafeterias, Inc., directly or indirectly, owns 50% or more of the capital or profit interest. Exhibit 10(d) AMENDMENT TO ANNUAL INCENTIVE PLAN FOR AREA VICE PRESIDENTS OF LUBY'S CAFETERIAS, INC. The following resolution was duly adopted by the Board of Directors of Luby's Cafeterias, Inc. on January 14, 1997: RESOLVED: That the Annual Incentive Plan for Area Vice Presidents is hereby amended by adding thereto a new Section 9 reading as follows: 9. Company. The term "Company" as used in this Plan means Luby's Cafeterias, Inc. and any Affiliate of Luby's Cafeterias, Inc. The term "Affiliate" as used herein means a subsidiary of Luby's Cafeterias, Inc., or other business entity in which Luby's Cafeterias, Inc., directly or indirectly, owns 50% or more of the capital or profit interest which, with the consent of Luby's Cafeterias, Inc., adopts this Plan. Exhibit 10(f) AMENDMENT TO INCENTIVE BONUS PLAN OF LUBY'S CAFETERIAS, INC. The following resolution was duly adopted by the Board of Directors of Luby's Cafeterias, Inc. on January 14, 1997: RESOLVED: That Section 3 of the Incentive Bonus Plan is hereby amended to read as follows: 3. Participation. The Committee shall select from time to time the Participants from among the full-time salaried employees of the Company and its Affiliates. The term "Affiliate" shall mean a subsidiary of Luby's Cafeterias, Inc. or other business entity in which Luby's Cafeterias, Inc., directly or indirectly, owns 50% or more of the capital or profit interest which, with the consent of Luby's Cafeterias, Inc., has adopted this Plan. Participants shall be those employees who, in the opinion of the Committee, have the capacity for contributing in a substantial measure to the successful performance of the Company and its subsidiaries. In determining the size of bonus awards, the Committee may take into account the Participant's level of responsibility, rate of compensation, and such other criteria as it deems appropriate. In addition, the Committee may adjust any bonus award when the Committee, in its discretion, shall determine that individual circumstances so warrant. AND BE IT FURTHER RESOLVED: That the Incentive Bonus Plan is hereby amended by adding thereto a new Section 12 reading as follows: 12. Earnings Per Share. Whenever the audited financial statements of Luby's Cafeterias, Inc. are presented on a consolidated basis, the term "earnings per share" as used herein shall mean earnings per share of common stock of Luby's Cafeterias, Inc. as reflected in the audited consolidated financial statements of Luby's Cafeterias, Inc. and its subsidiaries. Exhibit 10(h) AMENDMENT TO PERFORMANCE UNIT PLAN OF LUBY'S CAFETERIAS, INC. The following resolution was duly adopted by the Board of Directors of Luby's Cafeterias, Inc. on January 14, 1997: RESOLVED: That Section 2(a) of the Performance Unit Plan is hereby amended to read as follows: 2(a) "Affiliate" shall mean any subsidiary of Luby's Cafeterias, Inc. or any other business entity in which Luby's Cafeterias, Inc., directly or indirectly, owns 50% or more of the capital or profit interest, which, with the consent of Luby's Cafeterias, Inc., has adopted this Plan. AND BE IT FURTHER RESOLVED: That Section 3 of the Performance Unit Plan is hereby amended to read as follows: 3. Administration. The Plan shall be administered by the Committee. A member of the Committee shall not be eligible, while a member, to receive an award under the Plan. The Committee shall (i) select the Participants, (ii) establish and adjust Performance Goals and the duration of the Performance Cycle, (iii) determine the size of the awards, (iv) establish and adjust the ranges of achievement for the calculation of Performance Factors, and (v) establish from time to time regulations and make all determinations deemed necessary or advisable for the administration of the Plan. AND BE IT FURTHER RESOLVED: That Section 6 of the Performance Unit Plan is hereby amended to read as follows: 6. Performance Goals. The Committee shall establish long-term Performance Goals for the Performance Cycle to measure the Company's progress toward the attainment of long-term goals set for the cycle. Performance Goals may be based upon financial criteria, such as Market Price of the Common Stock or other objective measures of financial performance of the Company or the Company and its consolidated subsidiaries, or may be based upon the performance of a division or operating unit of the Company or upon individual Participant performance. During the Performance Cycle, the Committee shall have authority to adjust the Performance Goals in such manner as it deems appropriate in recognition of extraordinary or nonrecurring events, changes in the Company's business mix or long-term economic prospects, changes in applicable accounting rules or principles or in the Company's methods of accounting, or changes in applicable law. Exhibit 10(k) AMENDMENT TO MANAGEMENT INCENTIVE STOCK PLAN OF LUBY'S CAFETERIAS, INC. The following resolution was duly adopted by the Compensation Committee of the Board of Directors of Luby's Cafeterias, Inc. on January 14, 1997: RESOLVED: That the Management Incentive Stock Plan be amended to change the definition of the Company in Section 2 to read as follows: "Company" means Luby's Cafeterias, Inc. and any subsidiary of Luby's Cafeterias, Inc. and any other business entity in which Luby's Cafeterias, Inc., directly or indirectly, owns 50% or more of the capital or profit interest, which, with the consent of Luby's Cafeterias, Inc., has adopted the Plan. Exhibit 10(m) AMENDMENT TO NONEMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN OF LUBY'S CAFETERIAS, INC. The following resolution was duly adopted by the Board of Directors of Luby's Cafeterias, Inc. on January 14, 1997: RESOLVED: That the Nonemployee Director Deferred Compensation Plan is hereby amended by adding thereto a new Section 11 reading as follows: 11. Employee. The term "employee" or "employees" of the Company, as used herein, shall mean a person or persons employed by Luby's Cafeterias, Inc. or by a subsidiary of Luby's Cafeterias, Inc. or by any other business entity in which Luby's Cafeterias, Inc., directly or indirectly, owns 50% or more of the capital or profit interest. Exhibit 10(o) AMENDEMENT TO NONEMPLOYEE DIRECTOR STOCK OPTION PLAN OF LUBY'S CAFETERIAS, INC. The following resolution was duly adopted by the Board of Directors of Luby's Cafeterias, Inc. on January 14, 1997: RESOLVED: That the Nonemployee Director Stock Option Plan is hereby amended by adding thereto a new Section 19 reading as follows: 19. Employee. The term "employee" or "employees" of the Company, as used herein, shall mean a person or persons employed by Luby's Cafeterias, Inc. or by a subsidiary of Luby's Cafeterias, Inc. or by any other business entity in which Luby's Cafeterias, Inc., directly or indirectly, owns 50% or more of the capital or profit interest. Exhibit 10(r) AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN OF LUBY'S CAFETERAIS, INC. The following resolution was duly adopted by the Board of Directors of Luby's Cafeterias, Inc. on January 14, 1997: RESOLVED: That Section 1.12 of the Supplemental Executive Retirement Plan (SERP) of Luby's Cafeterias, Inc. is hereby amended to read as follows: 1.12. "Employer" means Luby's Cafeterias, Inc. and any Affiliate which, with the consent of Luby's Cafeterias, Inc., has adopted this Plan. Exhibit 10(t) RETIREMENT AGREEMENT This Agreement, made and entered into as of the 17th day of March, 1997, by and between LUBY'S CAFETERIAS, INC. ("Luby's"), a Delaware corporation, and RALPH ERBEN ("Erben"), witnesseth: 1. Retirement and Resignation. Erben elects to retire after 37 years of service with Luby's and its affiliates. Erben hereby resigns as an officer and director of Luby's and its affiliates, effective as of March 17, 1997; and Luby's hereby accepts such resignation. Erben hereby resigns as an employee of Luby's Restaurants Limited Partnership, effective as of March 17, 1997; and Luby's accepts such resignation on behalf of the partnership. 2. Salary Payment. Luby's shall cause Luby's Restaurants Limited Partnership to pay to Erben, on April 1, 1997, his regular salary for the full month of March, 1997, subject to withholding as required by law; and Erben accepts such payment as constituting the remaining salary to which he is entitled. 3. Severance Payment. In recognition of Erben's many years of service and his valuable contributions to the company, Luby's agrees to pay to Erben, upon the signing of this Agreement, a lump-sum severance payment in the amount of $550,000.00, subject to withholding as required by law; and Erben accepts such payment in full satisfaction of any claims which he may have with regard to termination of his employment. 4. Deferred Compensation Payment. The Deferred Compensation Agreement dated October 8, 1979, between Cafeterias, Inc. (a predecessor of Luby's) and Erben, providing for certain retirement benefits, is hereby terminated and canceled. In lieu of the retirement benefits which would have been payable under said Deferred Compensation Agreement, Luby's shall pay to Erben, upon the signing of this Agreement, a lump-sum payment in the amount of $220,000.00, subject to withholding as required by law. Erben accepts such payment in full satisfaction of the benefits to which he would otherwise have been entitled under said Deferred Compensation Agreement. 5. Benefit Plans. Erben shall be entitled, at his option, to continue his coverage under Luby's major medical and hospitalization insurance plan at his own expense, to the extent required by applicable law and as permitted by the plan. Erben shall be entitled to receive any benefits to which he is entitled under the terms of stock options and performance awards granted to him pursuant to Luby's Management Incentive Stock Plan in accordance with the provisions of such plan and his stock options and performance awards. 6. Non-solicitation. Erben agrees that, for a period of five years from the date of this Agreement, he will not, directly or indirectly, solicit any employee of Luby's or its subsidiaries or affiliates to accept employment by any other company, firm or enterprise. 7. Effect. This Agreement contains the entire understanding and agreement of the parties with respect to Erben's retirement and resignation and with respect to compensation and benefits to which he is entitled upon termination of his employment. Executed in duplicate originals as of the date first above written. LUBY'S CAFETERIAS, INC. By: JOHN B. LAHOURCADE ___________________ John B. Lahourcade Chairman of the Board and Acting Chief Executive Officer RALPH ERBEN ____________________ Ralph Erben EX-11 4 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 and six months ended February 28, 1997 and February 29, 1996. Three months ended February 28, 1997: 23,329,990 x shares outstanding for 31 days 723,229,690 23,404,092 x shares outstanding for 31 days 725,526,852 23,409,028 x shares outstanding for 28 days 655,452,784 _____________ 2,104,209,326 Divided by number of days in the period 90 _____________ 73,380,104 Six months ended February 28, 1997: 23,892,819 x shares outstanding for 30 days 716,784,570 23,666,720 x shares outstanding for 31 days 733,668,320 23,281,927 x shares outstanding for 30 days 698,457,810 23,329,990 x shares outstanding for 31 days 723,229,690 23,404,092 x shares outstanding for 31 days 725,526,852 23,409,028 x shares outstanding for 28 days 655,452,784 _____________ 4,253,120,026 Divided by number of days in the period 181 _____________ 23,497,901 Three months ended February 29, 1996: 23,340,118 x shares outstanding for 11 days 256,741,298 23,345,163 x shares outstanding for 21 days 490,248,423 23,398,704 x shares outstanding for 30 days 701,961,120 23,529,859 x shares outstanding for 13 days 305,888,167 23,590,511 x shares outstanding for 16 days 377,448,176 _____________ 2,132,287,184 Divided by number of days in the period 91 _____________ 23,431,727 Six months ended February 29, 1996: 23,313,132 x shares outstanding for 21 days 489,575,772 23,315,089 x shares outstanding for 21 days 489,616,869 23,320,721 x shares outstanding for 18 days 419,772,978 23,331,311 x shares outstanding for 8 days 186,650,488 23,334,503 x shares outstanding for 23 days 536,693,569 23,340,118 x shares outstanding for 11 days 256,741,298 23,345,163 x shares outstanding for 21 days 490,248,423 23,398,704 x shares outstanding for 30 days 701,961,120 23,529,859 x shares outstanding for 13 days 305,888,167 23,590,511 x shares outstanding for 16 days 377,448,176 _____________ 4,254,596,860 Divided by number of days in the period 182 _____________ 23,376,906 EX-27 5 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS AUG-31-1997 FEB-28-1997 6,332 0 631 0 4,561 16,118 485,984 154,230 371,321 34,866 0 0 0 8,769 210,176 371,321 241,117 241,117 130,322 130,322 73,230 0 1,608 25,531 8,961 16,570 0 0 0 16,570 0.71 0.71 Other stockholders' equity amount is less cost of treasury stock of $90,322.
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