-----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, VVYaBretcPsxyxxdSPWSDuBrkXRhEbQa298xw2+E8hqDNvGV+PK+WNgyAH5mkbWC fo/BfiIlCS5+VqqZXYLZXA== /in/edgar/work/20000710/0000016099-00-000010/0000016099-00-000010.txt : 20000712 0000016099-00-000010.hdr.sgml : 20000712 ACCESSION NUMBER: 0000016099-00-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000531 FILED AS OF DATE: 20000710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUBYS CAFETERIAS INC CENTRAL INDEX KEY: 0000016099 STANDARD INDUSTRIAL CLASSIFICATION: [5812 ] IRS NUMBER: 741335253 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08308 FILM NUMBER: 670325 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 0001.txt TEXT OF 10-Q 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 May 31, 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 June 30, 2000 (exclusive of 4,982,692 treasury shares) Part I - FINANCIAL INFORMATION Item 1. Financial Statements LUBY'S, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended Nine Months Ended May 31, May 31, 2000 1999 2000 1999 ____ ____ ____ ____ (Amounts in thousands except per share data) Sales $126,281 $127,084 $371,349 $376,563 Costs and expenses: Cost of food 32,955 29,720 93,177 91,742 Payroll and related costs 39,255 38,929 115,465 115,382 Occupancy and other operating expenses 39,381 39,110 118,066 116,982 General and administrative expenses 5,243 5,351 16,105 17,105 ________ ________ ________ ________ 116,834 113,110 342,813 341,211 ________ ________ ________ ________ Income from operations 9,447 13,974 28,536 35,352 Interest expense (1,645) (1,165) (3,954) (3,611) Other income, net 573 338 1,872 1,238 ________ ________ ________ ________ Income before income taxes 8,375 13,147 26,454 32,979 Provision for income taxes 2,540 4,371 8,831 11,312 ________ ________ ________ ________ Net income $ 5,835 $ 8,776 $ 17,623 $ 21,667 ________ ________ ________ ________ Net income per share - basic and assuming dilution $.26 $.39 $.79 $.96 ________ ________ ________ ________ Cash dividends per share $.20 $.20 $.60 $.60 ________ ________ ________ ________ Average number of shares outstanding 22,420 22,420 22,420 22,680 See accompanying notes. Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) May 31, August 31, 2000 1999 ____ ____ (Thousands of dollars) ASSETS Current assets: Cash and cash equivalents $ 1,607 $ 286 Trade accounts and other receivables 467 584 Food and supply inventories 3,930 3,686 Prepaid expenses 4,479 4,552 Deferred income taxes 1,417 956 ________ ________ Total current assets 11,900 10,064 Property held for sale 11,865 12,322 Investments and other assets 6,004 9,221 Property, plant, and equipment - at cost, net 344,680 314,418 ________ ________ $374,449 $346,025 ________ ________ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 18,753 $ 19,686 Dividends payable 4,484 4,484 Accrued expenses and other liabilities 21,191 25,260 Income taxes payable (2,669) 382 ________ ________ Total current liabilities 41,759 49,812 Long-term debt 109,000 78,000 Deferred income taxes and other credits 16,236 15,009 Shareholders' equity: Common stock 8,769 8,769 Paid-in capital 27,175 27,096 Retained earnings 277,336 273,165 Less cost of treasury stock (105,826) (105,826) ________ ________ Total shareholders' equity 207,454 203,204 ________ ________ $374,449 $346,025 ________ ________ See accompanying notes. Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended May 31, 2000 1999 ____ ____ (Thousands of dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 17,623 $ 21,667 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 16,847 14,886 Decrease in accrued expenses and other liabilities (4,069) (2,686) Other, net (3,906) 5,311 _______ _______ Net cash provided by operating activities 26,495 39,178 _______ _______ CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from disposal of property held for sale 1,010 5,020 Purchases of land held for future use (2,905) (4,563) Purchases of property, plant, and equipment (40,827) (16,636) _______ _______ Net cash used in investing activities (42,722) (16,179) _______ _______ CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings under revolving credit agreement 31,000 1,000 Purchases of treasury stock --- (13,389) Dividends paid (13,452) (13,674) _______ _______ Net cash provided by (used in) financing activities 17,548 (26,063) _______ _______ Net increase (decrease) in cash and cash equivalents 1,321 (3,064) Cash and cash equivalents at beginning of period 286 3,760 _______ _______ Cash and cash equivalents at end of period $ 1,607 $ 696 _______ _______ See accompanying notes. Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the Nine Months Ended May 31, 2000 and 1999 (UNAUDITED) Total Common Stock Paid-in Retained Shareholders' Issued Treasury Capital Earnings Equity ______ ________ _______ ________ _____________ (Thousands of dollars) Balance at August 31, 1998 $8,769 $(92,907) $27,012 $262,540 $205,414 Net income for the period --- --- --- 21,667 21,667 Common stock issued under benefit plans, net of shares tendered in partial payment and including tax benefits --- 21 37 --- 58 Cash dividends --- --- --- (13,504) (13,504) Purchases of treasury stock --- (12,918) --- --- (12,918) ______ _________ _______ ________ ________ Balance at May 31, 1999 $8,769 $(105,804) $27,049 $270,703 $200,717 ______ _________ _______ ________ ________ Balance at August 31, 1999 $8,769 $(105,826) $27,096 $273,165 $203,204 Net income for the period --- --- --- 17,623 17,623 Common stock issued under benefit plans, net of shares tendered in partial payment and including tax benefits --- --- 79 --- 79 Cash dividends --- --- --- (13,452) (13,452) ______ _________ _______ ________ ________ Balance at May 31, 2000 $8,769 $(105,826) $27,175 $277,336 $207,454 ______ _________ _______ ________ ________
See accompanying notes. Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S, INC. NOTES TO FINANCIAL STATEMENTS May 31, 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 period are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the consolidated financial statements and footnotes included in Luby's annual report on Form 10-K for the year ended August 31, 1999. The accounting policies used in preparing these consolidated financial statements are the same as those described in Luby's annual report on Form 10-K. Part I - FINANCIAL INFORMATION (continued) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Liquidity and Capital Resources _______________________________ Cash and cash equivalents increased by $1,321,000 from the end of the preceding fiscal year to May 31, 2000. All capital expenditures for fiscal 2000 are being funded from cash flows from operations, cash equivalents, and long-term debt. Capital expenditures for the nine months ended May 31, 2000, were $43,732,000. As of May 31, 2000, the company owned three undeveloped land sites, two land sites on which restaurants were under construction, and several properties held for sale. To fund capital expenditures, the company required external financing and borrowed funds under a $125,000,000 line-of-credit agreement. As of May 31, 2000, the amount outstanding under this line of credit was $109,000,000. 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 May 31, 2000 compared to the quarter ended May 31, 1999 _____________________________________________________________________ Sales decreased $803,000, or 0.6%, primarily due to the closing of ten restaurants in fiscal year 1999 and three restaurants in fiscal year 2000 and a decline of 4.1% during the quarter in sales volumes at restaurants opened over 18 months. This decline was partially offset by the addition of 11 new restaurants in fiscal 2000 and four during fiscal year 1999. Cost of food increased $3,235,000, or 10.9%, due to various factors including efforts to increase dinner sales by offering more higher-end entrees such as steak, shrimp, and prime rib and efforts to drive customer traffic in various markets by offering discount coupons. In addition, higher commodity prices, especially for pork, beef and vegetables, had a negative impact on food costs. Although sales declined, payroll and related costs increased slightly due to higher hourly wage rates related to tight labor markets for entry-level employees, which was offset by initiatives to be more labor efficient in the restaurants by using fewer labor hours. Occupancy and other operating expenses increased slightly due to various factors including higher preopening expenses associated with more new store openings as compared to prior year; higher depreciation associated with the new stores, restaurant remodels, and an increase in technology-related spending; higher food-to-go packaging costs related to increased food-to-go sales; and higher credit card fees due to increased credit card usage versus prior year. These increases were partially offset by lower uniform expense due to the completion of the rollout of a new uniform program, lower advertising expenditures, and lower management incentive pay. General and administrative expenses decreased $108,000, or 2.0%, primarily because of lower expenses for profit sharing and bonuses. Interest expense increased $480,000, or 41.2%, due to higher average borrowings under the line-of-credit agreement and a higher weighted average interest rate during the current period as compared to the same period last year. Other income increased $235,000 due primarily to the recording of a tenant lease buyout during the current period. The provision for income taxes declined $1,831,000, or 41.9%, due to lower income before income taxes and because the effective tax rate decreased from 33.2% to 30.3%. The lower effective tax rate was due to the completion of a Federal tax audit covering several periods which resulted in favorable determinations in areas where conservative provisions were previously made regarding job tax credits. Nine months ended May 31, 2000 compared to the nine months ended May 31, 1999 _____________________________________________________________________________ Sales decreased $5,214,000, or 1.4%, primarily due to the closing of ten restaurants in fiscal 1999 and three restaurants in fiscal 2000. This decline was partially offset by the addition of 11 new restaurant in fiscal 2000 and four in fiscal 1999. In addition, sales volumes at restaurants opened over 18 months decreased approximately 3.3%. Cost of food increased $1,435,000, or 1.6%, due to various factors including our efforts to increase dinner sales by offering more higher-end entrees such as steak, shrimp, and prime rib and our efforts to drive customer traffic in various markets by offering discount coupons. In addition, higher commodity prices, especially for pork, beef and vegetables, had a negative impact on food costs. Payroll and related costs remained fairly flat in comparison to the prior year. Pressure from higher hourly wage rates was offset by the usage of fewer labor hours in the restaurants. Occupancy and other operating expenses increased $1,084,000, or 0.9%, due primarily to higher preopening expenses associated with more new store openings as compared to the prior year; higher credit card fees due to increased credit card usage versus prior year; higher food-to-go packaging costs related to increased food-to-go sales; and higher depreciation expense associated with the new stores, restaurant remodels, and an increase in technology-related spending. These increases were partially offset by lower uniform expense due to the completion of the rollout of the new uniform program, lower advertising expenditures, and lower management incentive pay. General and administrative expenses declined $1,000,000 or 5.8%, primarily because of lower expenses for profit sharing and bonuses. Interest expense increased $343,000, or 9.5%, due to higher average borrowings under the line-of-credit agreement and a higher weighted average interest rate. Other income increased $634,000 due primarily to the recording of gains on the sale of properties which were held for sale and the recording of a tenant lease buyout. The provision for income taxes decreased $2,481,000, or 21.9%, due primarily to lower income before income taxes. In addition, the effective tax rate decreased from 34.3% to 33.4%. This is due to the completion of a Federal tax audit covering several periods which resulted in favorable determinations in several areas. The Year 2000 ______________ The Year 2000 has not posed significant operational problems for the company's computer systems. To date, there have been no major disruptions which have had an adverse effect on the company's consolidated financial position, results of operations, and cash flows. The company intends to continue to monitor any Year 2000 concerns that might develop. The cost of the Year 2000 project was approximately $200,000, primarily for services and costs of updating some existing software. 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 (continued) 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 3(c) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998, and incorporated herein by reference). 4(a) Description of Common Stock Purchase Rights of Luby's Cafeterias, Inc. in Form 8-A (filed April 17, 1991, effective April 26, 1991, File No. 1-8308, and incorporated herein by reference). 4(b) Amendment No. 1 dated December 19, 1991, to Rights Agreement dated April 16, 1991 (filed as Exhibit 4(b) to the company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, and incorporated herein by reference). 4(c) Amendment No. 2 dated February 7, 1995, to Rights Agreement dated April 16, 1991 (filed as Exhibit 4(d) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1995, and incorporated herein by reference). 4(d) Amendment No. 3 dated May 29, 1995, to Rights Agreement dated April 16, 1991 (filed as Exhibit 4(d) to the company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1995, and incorporated herein by reference). 4(e) Credit Agreement dated February 27, 1996, among Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as Exhibit 4(e) to the company's Quarterly Report on Form 10-Q for the quarter ended February 29, 1996, and incorporated herein by reference). 4(f) First Amendment to Credit Agreement dated January 24, 1997, among Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as Exhibit 4(f) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference). 4(g) ISDA Master Agreement dated June 17, 1997, between Luby's Cafeterias, Inc. and NationsBank, N.A., with Schedule and Confirmation dated July 7, 1997 (filed as Exhibit 4(g) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1997, and incorporated herein by reference). 4(h) ISDA Master Agreement dated July 2, 1997, between Luby's Cafeterias, Inc. and Texas Commerce Bank National Association, with Schedule and Confirmation dated July 2, 1997 (filed as Exhibit 4(h) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1997, and incorporated herein by reference). 4(i) Second Amendment to Credit Agreement dated July 3, 1997, among Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as Exhibit 4(i) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1997, and incorporated herein by reference). 10(a) Form of Deferred Compensation Agreement entered into between Luby's Cafeterias, Inc. and various officers (filed as Exhibit 10(b) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1981, and incorporated herein by reference).* 10(b) Form of Amendment to Deferred Compensation Agreement between Luby's Cafeterias, Inc. and various officers and former officers adopted January 14, 1997 (filed as Exhibit 10(b) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference).* 10(c) Performance Unit Plan of Luby's Cafeterias, Inc. approved by the shareholders January 12, 1984 (filed as Exhibit 10(f) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1984, and incorporated herein by reference).* 10(d) Amendment to Performance Unit Plan of Luby's Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit 10(h) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference).* 10(e) Management Incentive Stock Plan of Luby's Cafeterias, Inc. (filed as Exhibit 10(i) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1989, and incorporated herein by reference).* 10(f) Amendment to Management Incentive Stock Plan of Luby's Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit 10(k) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference).* 10(g) Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias, Inc. adopted October 27, 1994 (filed as Exhibit 10(g) to the company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1994, and incorporated herein by reference).* 10(h) Amendment to Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit 10(m) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference).* 10(i) Amendment to Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias, Inc. adopted March 19, 1998 (filed as Exhibit 10(o) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998, and incorporated herein by reference).* 10(j) 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(k) 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(l) 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(m) 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(n) 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, 1999, and incorporated herein by reference).* 10(o) 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(p) 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(q) 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, 1998, and incorporated herein by reference).* 10(r) Amendment dated October 15, 1999, 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 to the fiscal year ended August 31, 1999, and incorporated herein by reference).* 10(s) Term Promissory Note of Barry J.C. Parker in favor of Luby's Cafeterias, Inc. dated November 10, 1997, in the original principal sum of $199,999.00 (filed as Exhibit 10(v) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1997, and incorporated herein by reference).* 10(t) Stock Agreement dated November 10, 1997, between Barry J.C. Parker and Luby's Cafeterias, Inc. (filed as Exhibit 10(w) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1997, and incorporated herein by reference).* 10(u) 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(v) Salary Continuation Agreement dated May 14, 1998, between Luby's Cafeterias, Inc. and Sue Elliott (filed as Exhibit 10(cc) to the company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1998, and incorporated herein by reference).* 10(w) Salary Continuation Agreement dated June 1, 1998, between Luby's Cafeterias, Inc. and Alan M. Davis (filed as Exhibit 10(dd) to the company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1998, and incorporated herein by reference).* 10(x) 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(y) Incentive Bonus Plan for Fiscal 1999 adopted October 16, 1998 (filed as Exhibit 10(dd) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1998, and incorporated herein by reference).* 10(z) Form of Change in Control Agreement entered into between Luby's, Inc. and Barry J.C. Parker, President and Chief Executive Officer, as of January 8, 1999 (filed as Exhibit 10(z) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1999, and incorporated herein by reference).* 10(aa) 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(bb) 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(cc) Luby's, Inc. Incentive Bonus Plan for Fiscal 2000 (filed as Exhibit 10(dd) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1999, and incorporated herein by reference).* 11 Statement re computation of per share earnings. 99(a) Corporate Governance Guidelines of Luby's, Inc. as amended January 14, 2000 (filed as Exhibit 99(a) to the company's Quarterly Report on Form 10-Q for the quarter ended February 29, 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: BARRY J.C. PARKER _____________________ Barry J.C. Parker President and Chief Executive Officer By: LAURA M. BISHOP ______________________ Laura M. Bishop Senior Vice President and Chief Financial Officer Dated: July 10, 2000 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 3(c) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998, and incorporated herein by reference). 4(a) Description of Common Stock Purchase Rights of Luby's Cafeterias, Inc. in Form 8-A (filed April 17, 1991, effective April 26, 1991, File No. 1-8308, and incorporated herein by reference). 4(b) Amendment No. 1 dated December 19, 1991, to Rights Agreement dated April 16, 1991 (filed as Exhibit 4(b) to the company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, and incorporated herein by reference). 4(c) Amendment No. 2 dated February 7, 1995, to Rights Agreement dated April 16, 1991 (filed as Exhibit 4(d) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1995, and incorporated herein by reference). 4(d) Amendment No. 3 dated May 29, 1995, to Rights Agreement dated April 16, 1991 (filed as Exhibit 4(d) to the company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1995, and incorporated herein by reference). 4(e) Credit Agreement dated February 27, 1996, among Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as Exhibit 4(e) to the company's Quarterly Report on Form 10-Q for the quarter ended February 29, 1996, and incorporated herein by reference). 4(f) First Amendment to Credit Agreement dated January 24, 1997, among Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as Exhibit 4(f) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference). 4(g) ISDA Master Agreement dated June 17, 1997, between Luby's Cafeterias, Inc. and NationsBank, N.A., with Schedule and Confirmation dated July 7, 1997 (filed as Exhibit 4(g) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1997, and incorporated herein by reference). 4(h) ISDA Master Agreement dated July 2, 1997, between Luby's Cafeterias, Inc. and Texas Commerce Bank National Association, with Schedule and Confirmation dated July 2, 1997 (filed as Exhibit 4(h) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1997, and incorporated herein by reference). 4(i) Second Amendment to Credit Agreement dated July 3, 1997, among Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as Exhibit 4(i) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1997, and incorporated herein by reference). 10(a) Form of Deferred Compensation Agreement entered into between Luby's Cafeterias, Inc. and various officers (filed as Exhibit 10(b) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1981, and incorporated herein by reference).* 10(b) Form of Amendment to Deferred Compensation Agreement between Luby's Cafeterias, Inc. and various officers and former officers adopted January 14, 1997 (filed as Exhibit 10(b) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference). 10(c) Performance Unit Plan of Luby's Cafeterias, Inc. approved by the shareholders January 12, 1984 (filed as Exhibit 10(f) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1984, and incorporated herein by reference).* 10(d) Amendment to Performance Unit Plan of Luby's Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit 10(h) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference).* 10(e) Management Incentive Stock Plan of Luby's Cafeterias, Inc. (filed as Exhibit 10(i) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1989, and incorporated herein by reference).* 10(f) Amendment to Management Incentive Stock Plan of Luby's Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit 10(k) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference).* 10(g) Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias, Inc. adopted October 27, 1994 (filed as Exhibit 10(g) to the company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1994, and incorporated herein by reference).* 10(h) Amendment to Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit 10(m) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference).* 10(i) Amendment to Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias, Inc. adopted March 19, 1998 (filed as Exhibit 10(o) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998, and incorporated herein by reference).* 10(j) 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(k) 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(l) 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(m) 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(n) 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, 1999, and incorporated herein by reference).* 10(o) 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(p) 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(q) 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, 1998, and incorporated herein by reference).* 10(r) Amendment dated October 15, 1999, 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 to the fiscal year ended August 31, 1999, and incorporated herein by reference).* 10(s) Term Promissory Note of Barry J.C. Parker in favor of Luby's Cafeterias, Inc. dated November 10, 1997, in the original principal sum of $199,999.00 (filed as Exhibit 10(v) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1997, and incorporated herein by reference).* 10(t) Stock Agreement dated November 10, 1997, between Barry J.C. Parker and Luby's Cafeterias, Inc. (filed as Exhibit 10(w) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1997, and incorporated herein by reference).* 10(u) 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(v) Salary Continuation Agreement dated May 14, 1998, between Luby's Cafeterias, Inc. and Sue Elliott (filed as Exhibit 10(cc) to the company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1998, and incorporated herein by reference).* 10(w) Salary Continuation Agreement dated June 1, 1998, between Luby's Cafeterias, Inc. and Alan M. Davis (filed as Exhibit 10(dd) to the company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1998, and incorporated herein by reference).* 10(x) 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(y) Incentive Bonus Plan for Fiscal 1999 adopted October 16, 1998 (filed as Exhibit 10(dd) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1998, and incorporated herein by reference).* 10(z) Form of Change in Control Agreement entered into between Luby's, Inc. and Barry J.C. Parker, President and Chief Executive Officer, as of January 8, 1999 (filed as Exhibit 10(z) to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1999, and incorporated herein by reference).* 10(aa) 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(bb) 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(cc) Luby's, Inc. Incentive Bonus Plan for Fiscal 2000 (filed as Exhibit 10(dd) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1999, and incorporated herein by reference).* 11 Statement re computation of per share earnings. 99(a) Corporate Governance Guidelines of Luby's, Inc. as amended January 14, 2000 (filed as Exhibit 99(a) to the company's Quarterly Report on Form 10-Q for the quarter ended February 29, 2000, and incorporated herein by reference). *Denotes management contract or compensatory plan or arrangement. EX-11 2 0002.txt STATEMENT RE COMPUTATION OF PER SHARE EARNINGS Exhibit 11 COMPUTATION OF PER SHARE EARINGS The following is a computation of the weighted average number of shares outstanding which is used in the computation of per share earnings for Luby's, Inc. for the three and nine months ended May 31, 2000 and 1999. Three months ended May 31, 2000: 22,420,375 x shares outstanding for 92 days 2,062,674,500 Divided by number of days in the period 92 _____________ 22,420,375 Nine months ended May 31, 2000: 22,420,375 x shares outstanding for 274 days 6,143,182,750 Divided by number of days in the period 274 _____________ 22,420,375 Three months ended May 31, 1999 22,420,375 x shares outstanding for 92 days 2,062,674,500 Divided by number of days in the period 92 _____________ 22,420,375 Nine months ended May 31, 1999 23,270,675 x shares outstanding for 52 days 1,210,075,100 23,163,097 x shares outstanding for 9 days 208,467,873 22,870,798 x shares outstanding for 30 days 686,123,940 22,626,065 x shares outstanding for 31 days 701,408,015 22,420,375 x shares outstanding for 151 days 3,385,476,625 _____________ 6,191,551,553 Divided by number of days in the period 273 _____________ 22,679,676 EX-27 3 0003.txt FINANCIAL DATA SCHEDULE
5 1,000 9-MOS AUG-31-2000 MAY-31-2000 1,607 0 467 0 3,930 11,900 533,719 189,039 374,449 41,759 0 0 0 8,769 198,685 374,449 371,349 371,349 208,642 208,642 118,066 0 3,954 26,454 8,831 17,623 0 0 0 17,623 0.79 0.79 Other stockholders' equity amount is less cost of treasury stock of $105,826.
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