-----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, VrPrmM4Lm+VkMRpJPxqtLCwrRaexD6cKok+ffGJ7AgQrp4o/Dd+df4zYhZ861Bdn 7NH4FfQq+idxeXy5DHFrtg== 0000016099-02-000017.txt : 20020620 0000016099-02-000017.hdr.sgml : 20020620 20020620144208 ACCESSION NUMBER: 0000016099-02-000017 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUBYS 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08308 FILM NUMBER: 02683128 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 MAIL ADDRESS: STREET 1: P O BOX 33069 CITY: SAN ANTONIO STATE: TX ZIP: 78265-3069 FORMER COMPANY: FORMER CONFORMED NAME: CAFETERIAS INC DATE OF NAME CHANGE: 19810126 FORMER COMPANY: FORMER CONFORMED NAME: LUBYS CAFETERIAS INC DATE OF NAME CHANGE: 19920703 11-K 1 f120111k.txt BODY OF 11-K FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ____________________ Commission file number 333-19283 LUBY'S SAVINGS AND INVESTMENT PLAN (Full title of the plan) LUBY'S, INC. _____________________________________________________________________________ (name of issuer of the securities held pursuant to the plan) 2211 Northeast Loop 410 Post Office Box 33069 San Antonio, Texas 78265-3069 _____________________________________________________________________________ (Address of principal executive office) REQUIRED INFORMATION Item 1. Audited Statements of Net Assets Available for Benefits Audited statements of net assets available for benefits at December 31, 2001 and 2000, prepared in accordance with the financial reporting requirements of ERISA are filed herewith as an exhibit. Item 2. Audited Statement of Changes in Net Assets Available for Benefits Audited statement of changes in net assets available for benefits for the year ended December 31, 2001, prepared in accordance with the financial reporting requirements of ERISA are filed herewith as an exhibit. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the administrator of the plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 19, 2002. LUBY'S SAVINGS AND INVESTMENT PLAN By: Luby's, Inc. Plan Administrator By: /s/PETER TROPOLI ________________________ Peter Tropoli Senior Vice President- Administration EXHIBIT INDEX Exhibit No. Document 1 Audited financial statements, notes thereto and supplemental schedule 2 Consent of Ernst & Young LLP EX-1 3 exh1.txt AUDITED FIN STMTS, NOTES, SUPPLEMENTAL SCHEDULE Exhibit 1 Report of Independent Auditors Plan Administrator Luby's Savings and Investment Plan San Antonio, Texas We have audited the accompanying statements of net assets available for benefits of the Luby's Savings and Investment Plan as of December 31, 2001 and 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2001 and 2000, and the changes in its net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2001, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. ERNST & YOUNG LLP San Antonio, Texas May 16, 2002 Luby's Savings and Investment Plan Statements of Net Assets Available for Benefits December 31, 2001 2000 ____ ____ Assets Cash $ - $ 43 Investments, at fair value 9,435,039 8,272,702 Receivables: Participant contributions 93,465 12,357 Employer contributions 16,400 - __________ __________ 109,865 12,357 __________ __________ Net assets available for benefits $9,544,904 $8,285,102 __________ __________ See accompanying notes. Luby's Savings and Investment Plan Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 2001 Additions to net assets attributed to: Net depreciation in fair value of investments $ (795,619) Interest and dividends 153,027 __________ (642,592) Contributions: Participants 2,296,442 Employer 384,465 __________ 2,680,907 __________ Total additions 2,038,315 Deductions from net assets attributed to: Benefits to participants 775,473 Administrative expenses 3,040 __________ Total deductions 778,513 __________ Net increase 1,259,802 Net assets available for benefits at beginning of year 8,285,102 __________ Net assets available for benefits at end of year $9,544,904 __________ See accompanying notes. Luby's Savings and Investment Plan Notes to Financial Statements December 31, 2001 and 2000 1. Significant Accounting Policies The financial statements of the Luby's Savings and Investment Plan (the Plan) have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. The Plan's investments are stated at fair value. The fair value of mutual funds and common stock is based on quoted market prices on the valuation date. Collective funds are stated at fair value as determined by the issuer based on the fair value of the underlying investments. Participant loans and money market funds are stated at cost, which approximates fair value. Changes in fair market value and gains and losses on the sale of investment securities are reflected in the statement of changes in net assets available for benefits as net appreciation (depreciation) in fair value of investments. Purchases and sales of securities are recorded on a settlement-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. Certain administrative expenses of the Plan are paid by Luby's, Inc. (the Company). Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 2. Description of the Plan The following is a general description of the Plan. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General The Plan, which was effective on March 1, 1997, is a defined contribution plan qualified under Section 401(a) of the Internal Revenue Code (IRC). Employees of the Company and Luby's Restaurants Limited Partnership who complete one year of service, which is defined as 1,000 hours, and have attained age 21 are eligible to participate in the Plan on the next January 1, April 1, July 1, or October 1. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions and Investment Options Participants may contribute an amount not less than 1% and not more than 15% of their compensation, limited by 401(k) regulations. Effective January 1, 2001, the Plan was amended to allow for matching Company contributions. The Company matches 25% of up to 4% of the participant's compensation. Compensation is subject to certain limitations imposed by the IRC. Participants direct the investment of all contributions into various investment options offered by the Plan. The Plan currently offers five collective funds, four mutual funds, and one common stock fund. Participant Accounts Each participant's account is credited with the participant's contributions, the Company's matching contributions, and allocations of Plan earnings. Each account is in turn charged with an allocation of any applicable participant expenses. According to the Plan, forfeited balances of nonvested terminated participants are first used to restore previously forfeited accounts, then used to reduce Company contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Vesting Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Company matching contributions and actual earnings thereon vest according to the following schedule: Vested Completed Years of Active Service Percentage _________________________________ __________ Less than two 0% Two years but less than three years 25 Three years but less than four years 50 Four years but less than five years 75 Five or more 100 Participant Loans Participants may borrow up to 50% of their account balance within a range minimum of $1,000 and a defined maximum of $50,000, reduced by the highest amount of any loan outstanding within the previous twelve months. Loan terms range up to 5 years for general purpose loans or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with prevailing rates as determined quarterly by the Plan administrator. At loan origination, interest rates are set at prime plus 1%. Principal and interest are paid ratably through payroll deductions. Payment of Benefits Upon retirement, or in the event of death or disability, a participant will receive a lump-sum payment of his (her) account in the Plan and all amounts which have been allocated to his (her) Plan account. In the event of termination of employment with the employer for any other reason, the participant is entitled to the vested portion of his (her) account in the Plan and all vested amounts which have been allocated to his (her) Plan account. Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. 3. Investments All investments are held by the Plan's trustee, American Express Trust Company. The following individual investments represent five percent or more of the Plan's net assets: December 31, 2001 2000 ____ ____ AET Income Fund II $1,725,207 $1,294,116 AET Medium-Term Horizon Fund 1,272,953 1,129,384 AET Long-Term Horizon Fund 1,504,905 1,409,628 AET Equity Index Fund II 1,246,482 1,312,837 Baron Asset Fund 1,352,290 1,209,224 Janus Overseas Fund 663,191 730,498 Luby's, Inc. Pooled Stock Fund 690,545 488,538 During 2001, the Plan's investments (including gains and losses on investments purchased, sold, and held during the year) depreciated in value by $795,619 as follows: Collective funds $(272,626) Mutual funds (420,217) Common stock fund (102,776) _________ $(795,619) _________ 4. Risks and Uncertainties The Plan provides for various investments in common stock, mutual funds, common collective trusts, and short-term investments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits and participant account balances. 5. Benefits Payable to Terminated Participants At December 31, 2001, there were five withdrawing participants in the Plan entitled to aggregate vested benefits totaling $10,852 in cash distributions for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. 6. Reconciliation of Financial Statements to Form 5500 The Form 5500 is prepared on the modified cash basis of accounting. The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31, 2001 2000 ____ ____ Net assets available for benefits per the financial statements $9,544,904 $8,285,102 Contributions receivable at December 31 (109,865) (12,357) __________ __________ Net assets available for benefits per the Form 5500 $9,435,039 $8,272,745 __________ __________ The following is a reconciliation of contributions received from participants per the financial statements to the Form 5500 for the year ended December 31, 2001: Net increase per the financial statements $1,259,802 Plus: Amounts receivable from participants at December 31, 2000 12,357 Less: Amounts receivable from participants at December 31, 2001 (109,865) __________ Net increase per the Form 5500 $1,162,294 __________ 7. Tax Status The Plan has received a determination letter from the Internal Revenue Service dated February 13, 1998, stating that it is qualified under Section 401(a) of the IRC and, therefore, the related trust is exempt from taxation. Subsequent to the issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan administrator has indicated that it will take the necessary steps, if any, to maintain the Plan's qualified status. SUPPLEMENTAL SCHEDULE Luby's Savings and Investment Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) EIN: 74-1335253 Plan No.: 003 December 31, 2001 Description of Investment, Identity of Issue, Including Maturity Date, Borrower, Lessor, Rate of Interest, Collateral, Current or Similar Party Par or Maturity Date Value ____________________________________________________________________________ *AET Income Fund II Collective fund $1,725,207 *AET Short-Term Horizon Fund Collective fund 143,859 *AET Medium-Term Horizon Fund Collective fund 1,272,953 *AET Long-Term Horizon Fund Collective fund 1,504,905 *AET Equity Index Fund II Collective fund 1,246,482 *AXP Selective Fund Mutual fund 137,777 *AXP New Dimensions Fund Mutual fund 192,314 Baron Asset Fund Mutual fund 1,352,290 Janus Overseas Fund Mutual fund 663,191 *Luby's, Inc. Pooled Stock Fund Common stock 120,936 shares 690,545 *AET Money Market III Cash and Cash Equivalents 11,125 *Participant loans Interest accrued at prime rate plus 1%, varying maturity dates, 7.0% - 10.5% charged during 2001 494,391 __________ $9,435,039 __________ *Denotes party-in-interest EX-2 4 exh2.txt CONSENT OF INDEPENDENT AUDITOR Exhibit 2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-19283) pertaining to the Employees' Savings and Investment Plan of Luby's, Inc. of our report dated May 16, 2002, with respect to the financial statements and schedule of the Luby's Savings and Investment Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2001. ERNST & YOUNG LLP San Antonio, Texas June 19, 2002 -----END PRIVACY-ENHANCED MESSAGE-----