FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended August 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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 of Incorporation) (I.R.S. Employer Identification No.)
2211 Northeast Loop 410
Post Office Box 33069
San Antonio, Texas 78265-3069 Area Code 210 654-9000
_______________________________________ _______________________________
(Address of principal executive office) (Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Name of exchange on
Title of Class which registered
______________ ______________________
Common Stock ($.32 par value) New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
____
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the shares of Common Stock of the registrant
held by non-affiliates of the registrant as of November 12, 1997, was
approximately $431,453,000 (based upon the assumption that directors and
officers are the only affiliates).
As of November 12, 1997, there were 23,270,675 shares of the registrant's
Common Stock outstanding, exclusive of 4,132,392 treasury shares.
Portions of the following documents are incorporated by reference into the
designated parts of this Form 10-K: annual report to shareholders for the
fiscal year ended August 31, 1997, (in Part II) and proxy statement relating
to 1998 annual meeting of shareholders (in Part III).
Item 1. Business.
Luby's Cafeterias, Inc. (the "Company") operates 232 cafeterias under the
name "Luby's" located in suburban shopping areas in Arizona, Arkansas,
Florida, Kansas, Louisiana, Mississippi, Missouri, New Mexico, Oklahoma,
Tennessee, and Texas. Of the 232 cafeterias operated by the Company, 135 are
at locations owned by the Company and 97 are on leased premises.
Luby's Cafeterias, Inc. was originally incorporated in Texas in 1959 and
was reincorporated in Delaware on December 31, 1991. The Company's executive
offices are at 2211 Northeast Loop 410, P. O. Box 33069, San Antonio, Texas
78265-3069.
The Company was restructured into a holding company on February 1,
1997, at which time all of the operating assets were transferred to Luby's
Restaurants Limited Partnership, a Texas limited partnership composed of two
wholly owned indirect corporate subsidiaries of the Company. All cafeteria
operations are conducted by the partnership. Unless the context indicates
otherwise, the word "Company" as used herein includes the partnership and
the consolidated corporate subsidiaries of Luby's Cafeterias, Inc.
Marketing
The Company's product strategy is to provide a wide variety of freshly
prepared foods in an attractive and informal environment. The Company's
research has shown that its products appeal to a broad range of value-oriented
consumers with particular success among senior citizens, families with
children, shoppers, and business people looking for a quick, healthy meal at a
reasonable price.
Prior to 1991 the Company relied primarily on customers' word-of-mouth
recommendations and community relations activities to promote its business,
spending approximately .5% of sales annually on these efforts. In 1991 the
Company began developing a new marketing program. Based on favorable
results of radio and television advertising tests, the marketing budget
increased and currently approximates two percent of sales. The Company
intends to continue expending the majority of the marketing budget on
television and radio advertising, as well as supporting the increased
local marketing activities of the individual cafeterias.
Operations
The Company's operations combine the food quality and atmosphere of a
good restaurant with the simplicity and visual food selection of cafeteria
service. Food is prepared in small quantities throughout serving hours, and
frequent quality checks are made. Each cafeteria offers a broad and varied
menu and normally serves 12 to 14 entrees, 12 to 14 vegetable dishes, 22 to 25
salads, and 18 to 20 desserts.
The Company's cafeterias cater primarily to shoppers and office or store
personnel for lunch and to families for dinner. The Company's cafeterias are
open for lunch and dinner seven days a week. All of the cafeterias sell
take-out orders, and most of them have separate food to go entrances. Take-
out orders accounted for approximately 11 percent of sales in fiscal 1997.
Each cafeteria is operated as a separate unit under the control of a
manager who has responsibility for day-to-day operations, including food
purchasing, menu planning, and personnel employment and supervision. Each
cafeteria manager is compensated on the basis of his or her cafeteria's
profits. Management believes that granting broad authority to its cafeteria
managers and compensating them on the basis of their performance are
significant factors in the profitability of its cafeterias. Of the 232
cafeteria managers employed by the Company, 177 have been with the Company for
more than ten years. Generally, an individual is employed for a period of
seven to ten years before he or she is considered qualified to become a
cafeteria manager.
Each cafeteria cooks or prepares substantially all of the food served,
including breads and pastries. The cafeterias prepare food from the same
recipes, with minor variations to suit local tastes, although menus are not
uniform in all of the Company's cafeterias on any particular day. Menus are
prepared to reflect local and seasonal food preferences and to take advantage
of any special food purchasing opportunities. Substantially all of the food
served by each cafeteria is purchased from local suppliers. None of the
cafeterias are dependent upon any one supplier, and the Company believes that
alternative sources of supply are readily available.
Quality control teams, each consisting of experienced cooks and a
supervisor, help to maintain uniform standards of food preparation. The teams
primarily assist in the training of new personnel during the opening of new
cafeterias. The teams also visit the cafeterias periodically and work with
the regular staffs to check adherence to the Company's recipes, train
personnel in new techniques, and evaluate procedures for possible use
throughout the Company.
The Company conducts a training program comprised of both on-the-job
training and classroom instruction in its training facilities in
San Antonio. The training program is approximately three months in duration.
Management personnel receive one week of classroom instruction and spend
the remaining time on practical training in operating cafeterias. In order to
draw management trainees from regional talent pools, the Company has set
up satellite training schools in several key cafeterias to make on-the-job
training more accessible on a local level.
As of August 31, 1997, the Company had approximately 13,000 employees,
consisting of 12,104 nonmanagement cafeteria personnel; 754 cafeteria
managers, associate managers, and assistant managers; and 142 executive,
administrative, and clerical personnel. Employee relations are considered to
be good, and the Company has never had a strike or work stoppage.
Expansion
During the fiscal year ended August 31, 1997, the Company relocated two
cafeterias in Longview and San Antonio, Texas, closed two cafeterias in
Dallas, Texas, and Topeka, Kansas, and opened 27 new cafeterias in Peoria,
Arizona; Hot Springs and Little Rock, Arkansas; St. Petersburg, Florida;
Joplin, Missouri; Albuquerque, New Mexico; Memphis, Tennessee; and Abilene,
Austin, College Station, Dallas, Del Rio, Houston, Irving, Jacinto City,
Laredo, McAllen, Mesquite, Orange, Rosenberg, and San Antonio, Texas.
Included in the new units were 15 cafeteria locations acquired from Triangle
FoodService Corporation (formerly Wyatt Cafeterias, Inc.). The net increase
in the number of cafeterias for the 1997 fiscal year was 25.
Since August 31, 1997, the Company has closed two cafeterias in
Leavenworth, Kansas, and Muskogee, Oklahoma, and has opened five new
cafeterias in Phoenix, Arizona; Clearwater, Florida; Meridian, Mississippi;
and Greenville and Tyler, Texas. During fiscal year 1998, the Company
expects to open a total of approximately seven new cafeterias.
The Company continually evaluates prospective new cafeteria sites and
typically has several sites for new cafeterias under active consideration at
any given time. The rate at which new cafeterias are opened is governed by
the Company's policy of controlled growth, which takes into account the
resources and capabilities of all departments involved, including real estate,
construction, equipment, and operations. It has been the Company's experience
that new cafeterias generally become profitable within a few months after
opening.
The costs of opening new cafeterias vary widely, depending on whether the
facilities are to be leased or owned, and if owned, on site acquisition and
construction costs. The Company estimates that in recent years it has cost
$2,500,000 to $2,700,000 to construct, equip, and furnish a new cafeteria in a
freestanding building under normal conditions, including land acquisition
costs. The approximate cost to finish out, equip, and furnish a new cafeteria
in a leased facility has ranged from $1,200,000 to $1,400,000.
Waterstreet Joint Venture
In January 1996 the Company announced a joint venture agreement with
Waterstreet, Inc., a seafood restaurant company operating in Corpus Christi,
Fort Worth, and San Antonio, Texas. The agreement provides for the opening
of up to five "Water Street Seafood Company" restaurants during the term of
the joint venture. Two of the restaurants have been opened in Houston
and San Antonio, Texas. Two others are under construction in Austin and
Lewisville, Texas.
Service Marks
The Company uses several service marks, including "Luby's" and believes
that such marks are of material importance to its business. The Company has
federal service mark registrations for several of such marks.
The Company is not the sole user of the name "Luby's" in the cafeteria
business. One cafeteria using the name "Luby's" and one cafeteria using the
name "Pat Luby's" are being operated in two different cities in Texas by two
different owners not affiliated with the Company. The Company's legal counsel
is of the opinion that the Company has the paramount right to use the name
"Luby's" as a service mark in the cafeteria business in the United States and
that such other users can be precluded from expanding their use of the name as
a service mark.
Competition and Other Factors
The food service business is highly competitive, and there are numerous
restaurants and other food service operations in each of the markets where the
Company operates. The quality of the food served, in relation to its price,
and public reputation are important factors in food service competition.
Neither the Company nor any of its competitors has a significant share of the
total market in any area in which the Company competes. The Company believes
that its principal competitors are conventional restaurants and other
cafeterias.
The Company's facilities and food products are subject to state and local
health and sanitation laws. In addition, the Company's operations are subject
to federal, state, and local regulations with respect to environmental and
safety matters, including regulations concerning air and water pollution and
regulations under the Americans with Disabilities Act and the Federal
Occupational Safety and Health Act. Such laws and regulations, in the
Company's opinion, have not materially affected its operations, although
compliance has resulted in some increased costs.
Item 2. Properties.
The Company owns the underlying land and buildings in which 135 of its
cafeterias are located. In addition, the Company owns several cafeteria sites
being held for future development.
Of the 232 cafeterias operated by the Company, 97 are at locations held
under leases, including 61 in regional shopping malls. Most of the leases
provide for a combination of fixed-dollar and percentage rentals. Most of the
leases require the lessee to pay additional amounts related to property taxes,
hazard insurance, and maintenance of common areas.
See Notes 5 and 8 of Notes to Financial Statements for information
concerning the Company's lease rental expenses, lease commitments, and
construction commitments. Of the 97 cafeteria leases, the current terms of 30
expire from 1998 to 2002, 22 from 2003 to 2007, and 45 thereafter.
Eighty of the leases can be extended beyond their current terms at the
Company's option.
A typical cafeteria seats 250 to 300 guests and contains 9,000 to 10,500
square feet of floor space. Most of the cafeterias are located in modern
buildings and all are in good condition. It is the Company's policy to
refurbish and modernize cafeterias as necessary to maintain their appearance
and utility. The equipment in all cafeterias is well maintained. Several of
the Company's cafeteria properties contain excess building space which is
rented to tenants unaffiliated with the Company.
The towns and cities in which the Company's 232 cafeterias are located
are listed below, with numbers in parentheses indicating the number of
units in each locale:
Arizona (14) Baytown (1)
Chandler (1) Beaumont (1)
Glendale (1) Bedford (1)
Mesa (2) Bellmead (1)
Peoria (1) Brownsville (2)
Phoenix (5) Bryan/College Station (2)
Scottsdale (1) Carrollton (1)
Surprise (1) Conroe (1)
Tucson (2) Corpus Christi (4)
Dallas (12)
Arkansas (7) Deer Park (1)
Fayetteville (1) Del Rio (1)
Fort Smith (1) Denton (1)
Hot Springs (1) DeSoto (1)
Little Rock (3) Duncanville (1)
North Little Rock (1) El Paso (5)
Fort Worth (9)
Florida (7) Galveston (1)
Clearwater (2) Garland (1)
Pinellas Park (1) Grand Prairie (1)
St. Petersburg (1) Grapevine (1)
Sebring (1) Greenville (1)
Tampa (2) Harlingen (2)
Houston (31)
Kansas (3) Humble (1)
Mission (1) Irving/Las Colinas (2)
Wichita (2) Jacinto City (1)
Kerrville (1)
Louisiana (2) Killeen (1)
Bossier City (1) Kingwood (1)
Shreveport (1) Lake Jackson (1)
Laredo (2)
Mississippi (2) Lewisville (1)
Hattiesburg (1) Longview (1)
Meridian (1) Lubbock (1)
Lufkin (1)
Missouri (4) McAllen (3)
Independence (1) McKinney (1)
Joplin (1) Mesquite (3)
Kansas City (2) Midland (1)
Mission (1)
New Mexico (5) New Braunfels (1)
Albuquerque (3) Odessa (1)
Las Cruces (1) Orange (1)
Santa Fe (1) Pasadena (1)
Pharr (1)
Oklahoma (8) Plano (2)
Bartlesville (1) Port Arthur (2)
Broken Arrow (1) Richardson (1)
Oklahoma City (3) Rosenberg (1)
Shawnee (1) Round Rock (1)
Tulsa (2) San Angelo (1)
San Antonio (21)
Tennessee (12) San Marcos (1)
Franklin (1) Sherman (1)
Memphis (5) Stafford (1)
Morristown (1) Sugar Land (1)
Murfreesboro (1) Temple (1)
Nashville (3) Texarkana (1)
Oak Ridge (1) The Woodlands (1)
Tomball (1)
Texas (168) Tyler (3)
Abilene (2) Victoria (1)
Amarillo (2) Waco (1)
Arlington (3) Weslaco (1)
Austin (7)
The Company's corporate offices are located in a building owned by the
Company containing approximately 40,000 square feet of office space. The
Company utilizes the space for its executive offices and related facilities.
The Company maintains public liability insurance and property damage
insurance on its properties in amounts which management believes to be
adequate.
Item 3. Legal Proceedings.
The Company is from time to time subject to pending claims and lawsuits
arising in the ordinary course of business. In the opinion of management,
the ultimate resolution of such claims and lawsuits will not have a material
adverse effect on the Company's operations or consolidated financial position.
There are no material legal proceedings to which any director, officer, or
affiliate of the Company, or any associate of any such director or officer,
is a party, or has a material interest, adverse to the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the fourth quarter of the fiscal year
ended August 31, 1997, to a vote of security holders of the Company.
Item 4A. Executive Officers of the Registrant.
Certain information is set forth below concerning the executive officers
of the Company, each of whom has been elected to serve until the 1998 annual
meeting of shareholders and until his or her successor is duly elected and
qualified.
Served as
Officer Positions with Company and
Name Since Principal Occupation Last Five Years Age
________________________ ________ ____________________________________ ___
David B. Daviss 1997 Chairman of the Board (since Oct. 64
1997); Acting Chief Executive
Officer (May-Oct. 1997); Director
since 1984; Chairman of the
Executive Committee and member of
the Corporate Governance Committee;
investor.
Barry J.C. Parker 1997 President, Chief Executive Officer, 50
and Director (since Oct. 1997);
member of the Executive Committee;
Chairman of the Board, President,
and Chief Executive Officer of
County Seat Stores, Inc. 1989-1996;
principal of Hoak Capital Corp. (1997)
William E. Robson 1982 Executive Vice President-Operations 56
and Director (since 1993); Senior
Vice President-Operations 1992-1995;
Senior Vice President-Operations
Development prior to 1992.
Clyde C. Hays III 1985 Senior Vice President-Operations 46
(since Jan. 1996); Vice President-
Operations 1993-1995; Area Vice
President prior to 1993.
Raymond C. Gabrysch 1988 Senior Vice President-Operations 46
(since Sept. 1997); Senior Vice
President-Human Resources (Jan.-
Aug. 1997); Vice President-Human
Resources (1996); Area Vice
President prior to 1996.
Laura M. Bishop 1995 Senior Vice President and Chief 36
Financial Officer (since Jan. 1997);
Vice President-Finance (1996); Vice
President-Financial Planning (1995);
Director of Financial Planning
(1993-1995); Director of Internal
Audit (1992-1993).
Robert P. Burke 1996 Senior Vice President-Marketing 48
(since Jan. 1997); Vice President-
Marketing 1996; Vice President of
Sales and Marketing, Pace Foods/
Campbell Soup Company prior to 1996.
Ronald E. Riemenschneider 1990 Vice President and Treasurer (since 39
1995); Controller 1990-1995.
James R. Hale 1980 Secretary; Member of law firm of 68
Cauthorn Hale Hornberger Fuller
Sheehan & Becker Incorporated
since 1992; member of law firm of
Cox & Smith Incorporated prior
to 1992.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
Stock Prices and Dividends
The Company's common stock is traded on the New York Stock Exchange under
the symbol LUB. The following table sets forth, for the last two fiscal
years, the high and low sales prices on the New York Stock Exchange from the
consolidated transaction reporting system and the per share cash dividends
declared on the common stock.
Fiscal Quarters Quarterly
Ended High Low Cash Dividend
_________________ ______ ______ ______________
November 30, 1995 $22.88 $19.88 $.18
February 29, 1996 23.00 20.13 .18
May 31, 1996 25.25 20.38 .18
August 31, 1996 25.25 22.50 .20
November 30, 1996 24.38 20.75 .20
February 28, 1997 22.88 19.88 .20
May 31, 1997 20.63 17.63 .20
August 31, 1997 20.63 18.81 .20
As of September 12, 1997, there were approximately 4,733 record holders
of the Company's common stock.
Item 6. Selected Financial Data.
Five Year Summary of Operations
(Thousands of dollars except per share data)
Years ended August 31,
1997 1996 1995 1994 1993
________ ________ ________ ________ ________
Sales $495,446 $450,128 $419,024 $390,692 $367,757
Costs and expenses:
Cost of food 121,287 110,008 103,611 98,223 92,957
Payroll and related costs 146,940 124,333 113,952 104,543 99,233
Occupancy and other operating
expenses 150,638 132,595 123,907 113,546 104,958
General and administrative
expenses 19,451 20,217 18,672 15,330 15,967
Provision for asset impairments
and store closings 12,432 - - - -
________ ________ ________ ________ ________
450,748 387,153 360,142 331,642 313,115
Income from operations 44,698 62,975 58,882 59,050 54,642
Other income (expenses):
Interest expense (4,037) (2,130) (1,749) - -
Interest and other 2,001 1,697 1,805 1,385 1,574
________ ________ ________ ________ ________
(2,036) (433) 56 1,385 1,574
________ ________ ________ ________ ________
Income before income taxes
and accounting change 42,662 62,542 58,938 60,435 56,216
Provision for income taxes 14,215 23,334 21,923 22,663 20,687
________ ________ ________ ________ ________
Income before accounting
change 28,447 39,208 37,015 37,772 35,529
Cumulative effect of change in
accounting for income taxes - - - 1,563 -
________ ________ ________ ________ ________
Net income (a) $ 28,447 $ 39,208 $ 37,015 $ 39,335 $ 35,529
Income per share before accounting
change $ 1.22 $ 1.66 $ 1.55 $ 1.45 $ 1.31
Net income per common share $ 1.22 $ 1.66 $ 1.55 $ 1.51 $ 1.31
Cash dividend declared per common
share $ .80 $ .74 $ .68 $ .62 $ .56
At year-end:
Total assets $368,778 $335,290 $312,380 $289,668 $302,099
Long-term debt $ 84,000 $ 41,000 $ - $ - $ -
Number of cafeterias 229 204 187 176 168
<FN>
(a) Net income in 1994 includes the cumulative effect of change in accounting
for income taxes of $1,563, or $.06 per share.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Liquidity and Capital Resources
During the last three years the Company has funded all capital
expenditures from internally-generated funds, cash equivalents, short-term
borrowings, and long-term debt. Capital expenditures for fiscal 1997 were
$62,432,000, a 29% increase from fiscal 1996. This increase resulted from the
opening of 29 new cafeterias in fiscal 1997, including two relocations, as
compared to 19 in fiscal 1996, which included one relocation. Fiscal 1997
capital expenditures included the purchase of 20 locations from Triangle
FoodService Corporation, formerly Wyatt Cafeterias, Inc., for approximately
$14 million in cash. After additional capital expenditures of approximately
$5 million to repair and refurbish these units, 15 of the 20 locations were
opened as "Luby's" and are included in the 29 new openings in fiscal 1997. In
addition, the Company purchased eight sites as land held for future use, which
was the same number of land sites purchased during fiscal 1996.
Plans for fiscal 1998 include the opening of approximately seven new
cafeterias: five on sites owned by the Company, one on land held under a
long-term ground lease, and one in a regional shopping mall. In addition to
the recurring capital expenditures in existing locations, the Company expects
fiscal 1998 capital expenditures to include approximately $5 to $6 million
related to upgrading the cafeteria information systems. During the fourth
quarter of fiscal 1997, the Company identified several properties which
it no longer intends to use for future cafeteria development; therefore, the
sites are now held for sale. The Company anticipates that proceeds from the
sale of these properties will partially offset future capital requirements.
As part of a joint venture agreement with Waterstreet, Inc. signed in
January 1996, the Company opened one seafood restaurant in fiscal 1997 on
property held under a long-term ground lease. Two seafood restaurants are
planned to open in fiscal 1998, both on sites owned by the Company. These
Water Street Seafood Company restaurants will be leased by the joint venture
from the Company and operated by Waterstreet, Inc.
As of August 31, 1997, the Company owned three undeveloped cafeteria
sites, and several land site acquisitions were in varying stages of
negotiation. As a result of fewer new store openings planned for next year,
the Company expects a decrease in total capital expenditures for fiscal 1998.
Construction costs for new cafeterias and seafood restaurants are expected to
be funded by cash flow from operations, cash currently held in cash equivalent
investments, and long-term debt.
The Company generated cash from operations of $57,368,000 in fiscal 1997.
The Company had a balance of $84,000,000 outstanding at August 31, 1997, under
a $125,000,000 credit facility with a syndication of four banks. At
August 31, 1997, the Company had a working capital deficit of $29,711,000
which compares to the prior year's working capital deficit of $35,096,000.
The working capital position improved during fiscal 1997 due primarily to the
increase in cash and cash equivalents of $3,743,000. The Company typically
carries current liabilities in excess of current assets because cash generated
from operating activities is reinvested in capital expenditures.
The Board of Directors authorized the purchase in the open market of up
to 1,000,000 shares of the Company's outstanding common stock through
December 31, 1998, of which 149,700 shares were purchased in fiscal 1997.
Under this and a previous authorization, the Company purchased a total of
897,500 shares of its common stock during fiscal 1997 at a cost of
$19,918,000, which are being held as treasury stock.
The Company believes that funds generated from operations and short-term
or long-term financing from external sources, which can be obtained on terms
acceptable to the Company, are adequate for its foreseeable needs.
Results of Operations
Fiscal 1997 Compared to Fiscal 1996
Sales increased $45,318,000, or 10%, due to the addition of 27 new
cafeterias in fiscal 1997 and 18 cafeterias in fiscal 1996. The average sales
volume of cafeterias opened over one year decreased to $2,264,000 in fiscal
1997 from $2,332,000 in fiscal 1996 due primarily to a negative trend in
customer counts. This trend was a result of intense competition in the
restaurant industry and sales transfer from our established cafeterias
caused by the significant number of fiscal 1997 and 1996 openings in our
existing markets. The impact of the same-store customer count decline was
partially offset by a 3.5% increase in average tray revenues. The Company
implemented a price increase on September 15, 1996, to help offset the
pressure on profit margins from the increase in the Federal minimum wage.
Cost of food increased $11,279,000, or 10%, due primarily to the increase
in sales. Payroll and related costs increased $22,607,000, or 18%, due
primarily to the increase in sales, the increase in the Federal minimum wage
which became effective October 1, 1996, and higher wage costs associated with
increased expansion over the prior year. Although a price increase was
implemented to help offset higher wage rates, the decline in same-store sales
experienced during fiscal 1997 resulted in significant pressure on labor
costs. With the subsequent increase of the Federal minimum wage on
September 1, 1997, the Company expects continued pressure on labor costs
during fiscal 1998. This should be partially mitigated by fewer new store
openings since labor costs are typically higher during the first year of
operation. Occupancy and other operating expenses increased $18,043,000, or
14%, due primarily to the increase in sales and the opening of 27 new
cafeterias. Preopening expenses and start-up costs, which are expensed
as incurred, totaled approximately $3 million for new openings in fiscal 1997.
The decline in same-store sales caused fixed costs within this expense
category to increase as a percent of sales. However, managers' salaries,
which are based on the profitability of the cafeterias, decreased as a
percent of sales due to lower store profits. General and administrative
expenses decreased $766,000, or 4%. As a result of lower earnings, the
Company's contribution to the profit sharing plan totaled $1.5 million, or
$3.6 million less than fiscal 1996. This decrease was partially offset by
retirement costs, executive search firm fees, and higher legal and
professional fees associated with the Company's restructuring into a
holding company. In addition, manager trainee salaries and moving expenses
were higher than fiscal 1996 due to the increased expansion.
During fiscal 1997 the Company adopted Financial Accounting Standards
No. 121 (FAS 121), Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of, and recorded a $12.4 million pretax
charge during the fourth quarter. The charge included $4.6 million for the
closing of four cafeterias, $3 million for the write-down of certain cafeteria
properties which the Company plans to continue to operate, the write-down of
$2.1 million for surplus properties the Company plans to sell, $1.4 million
for the write-down of computer hardware, and $1.3 million for various other
charges.
Interest expense of $4,037,000 for fiscal 1997 was incurred in
conjunction with borrowings under the credit facility and is net of $1,029,000
capitalized on qualifying properties. The increase over fiscal 1996 of
$1,907,000, or 86%, was due to higher average outstanding borrowings relating
to the increase in expansion during fiscal 1997 and the purchase of treasury
stock.
The provision for income taxes decreased $9,119,000, or 39%, due to lower
income before income taxes and lower state taxes resulting from the Company's
restructuring into a holding company. The Company's effective income tax rate
decreased from 37.3% in fiscal 1996 to 33.3% in fiscal 1997. A portion of the
decline in the provision for income taxes in fiscal 1997 is nonrecurring since
it resulted from lowering the deferred tax liability based on a lower expected
state tax rate. The Company anticipates that the effective tax rate will be
approximately 35.6% for fiscal 1998.
Fiscal 1996 Compared to Fiscal 1995
Sales increased $31,104,000, or 7%, due in part to the addition of 18 new
cafeterias in fiscal 1996 and 11 cafeterias in fiscal 1995. The average sales
volume of cafeterias opened over one year increased slightly to $2,332,000 in
fiscal 1996 from $2,321,000 in fiscal 1995 due primarily to higher average
tray revenues over the prior year. The same-store customer count trend was
negative for the first time since 1992. This decline was not wholly
unexpected because all but four of the fiscal 1996 openings occurred in
existing markets. Accordingly, our market share improved in these areas;
however, customer traffic and sales at established cafeterias were negatively
impacted. This, combined with increased competition and the lack of full
recovery from the peso devaluation in fiscal 1995, resulted in the negative
same-store customer count trend.
Cost of food increased $6,397,000, or 6%, due primarily to the increase
in sales. Food cost margins improved from the price increase on the Lu Ann
Platter, which took effect on December 1, 1995. Payroll and related costs
increased $10,381,000, or 9%, due primarily to the increase in sales, higher
wages for hourly employees in existing cafeterias, and higher wage costs
associated with increased expansion over the prior year. Occupancy and other
operating expenses increased $8,688,000, or 7%, due primarily to the increase
in sales and the opening of 18 new cafeterias. General and administrative
expenses increased $1,545,000, or 8%, due primarily to two additional area
vice president positions, higher management trainee salaries, and higher
moving expenses, all associated with the increased expansion.
Interest expense of $2,130,000 for fiscal 1996 was incurred in
conjunction with borrowings under the credit facility and is net of $1,100,000
capitalized on qualifying properties. The increase over fiscal 1995 of
$381,000, or 22%, was due to higher average outstanding borrowings.
The provision for income taxes increased $1,411,000, or 6%, due to higher
income before income taxes. The Company's effective income tax rate increased
slightly from 37.2% in fiscal 1995 to 37.3% in fiscal 1996.
New Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings Per Share,
which is required to be adopted for financial statements issued after
December 15, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating basic earnings per share,
the dilutive effect of stock options will be excluded. The change is not
expected to have a material impact on the Company's earnings per share.
Inflation
The Company's policy is to maintain stable menu prices without regard to
seasonal variations in food costs. General increases in costs of food, wages,
supplies, and services make it necessary for the Company to increase its menu
prices from time to time. To the extent prevailing market conditions allow,
the Company intends to adjust menu prices to maintain profit margins.
Forward-Looking Statements
Except for the historical information contained in this annual report, certain
statements made herein are forward-looking regarding cash flow from
operations, restaurant openings, operating margins, capital requirements, the
availability of acceptable real estate locations for new restaurants, and
other matters. These forward-looking statements involve risks and
uncertainties and, consequently, could be affected by general business
conditions, the impact of competition, the success of operating initiatives,
changes in cost and supply of food and labor, the seasonality of the Company's
business, taxes, inflation, and governmental regulations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
See information in Item 8 of Part II of this Report appearing
in the Notes to Consolidated Financial Statements under the caption
"Interest-Rate Swap Agreements" in Note 1 and under the caption "Debt" in
Note 4.
Item 8. Financial Statements and Supplementary Data.
LUBY'S CAFETERIAS, INC.
FINANCIAL STATEMENTS
Years Ended August 31, 1997, 1996, and 1995
with Report of Independent Auditors
Report of Independent Auditors
The Board of Directors and Shareholders
Luby's Cafeterias, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of Luby's
Cafeterias, Inc. and Subsidiaries at August 31, 1997 and 1996, and the related
consolidated statements of income, shareholders' equity, and cash flows for
each of the three years in the period ended August 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Luby's Cafeterias, Inc. and Subsidiaries at August 31, 1997 and 1996, and
the results of its operations and its cash flows for each of the three years
in the period ended August 31, 1997, in conformity with generally accepted
accounting principles.
As discussed in Note 2 to the consolidated financial statements, in
fiscal 1997 the Company changed its method of accounting for the impairment of
long-lived assets and for long-lived assets to be disposed of in accordance
with Financial Accounting Standard No. 121.
ERNST & YOUNG LLP
San Antonio, Texas
October 6, 1997
Luby's Cafeterias, Inc.
Consolidated Balance Sheets
August 31,
1997 1996
________ _______
(Thousands of dollars)
Assets
Current assets:
Cash and cash equivalents $ 6,430 $ 2,687
Trade accounts and other receivables 510 541
Food and supply inventories 4,507 4,517
Prepaid expenses 3,586 3,195
Deferred income taxes 937 418
________ ________
Total current assets 15,970 11,358
Property held for sale 12,680 -
Investments and other assets - at cost:
Land held for future use 1,582 8,040
Other assets 4,529 4,303
________ ________
Total investments and other assets 6,111 12,343
Property, plant, and equipment - at cost, less
accumulated depreciation and amortization 334,017 311,589
________ ________
Total assets $368,778 $335,290
________ ________
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable - trade $ 13,584 $ 14,568
Dividends payable 4,653 4,796
Accrued expenses and other liabilities 25,038 24,336
Income taxes payable 2,406 2,754
________ ________
Total current liabilities 45,681 46,454
Long-term debt 84,000 41,000
Deferred income taxes and other credits 20,257 22,163
Commitments and contingencies - -
Shareholders' equity:
Common stock, $.32 par value; authorized
100,000,000 shares, issued 27,403,067 shares 8,769 8,769
Paid-in capital 26,945 26,945
Retained earnings 276,140 267,374
Less cost of treasury stock, 4,136,693
shares in 1997 and 3,425,525 shares in
1996 (93,014) (77,415)
________ ________
Total shareholders' equity 218,840 225,673
________ ________
Total liabilities and shareholders' equity $368,778 $335,290
________ ________
See accompanying notes.
Luby's Cafeterias, Inc.
Consolidated Statements of Income
Years Ended August 31,
1997 1996 1995
________ ________ ________
(Thousands of dollars except per share data)
Sales $495,446 $450,128 $419,024
Costs and expenses:
Cost of food 121,287 110,008 103,611
Payroll and related costs 146,940 124,333 113,952
Occupancy and other operating
expenses 150,638 132,595 123,907
General and administrative expenses 19,451 20,217 18,672
Provision for asset impairments
and store closings 12,432 - -
________ ________ ________
450,748 387,153 360,142
________ ________ ________
Income from operations 44,698 62,975 58,882
Interest expense (4,037) (2,130) (1,749)
Other income, net 2,001 1,697 1,805
________ ________ ________
Income before income taxes 42,662 62,542 58,938
Provision (benefit) for income taxes:
Current 17,616 20,940 21,750
Deferred (3,401) 2,394 173
________ ________ ________
14,215 23,334 21,923
________ ________ ________
Net income $ 28,447 $ 39,208 $ 37,015
________ ________ ________
Net income per share $ 1.22 $ 1.66 $ 1.55
________ ________ ________
See accompanying notes.
Luby's Cafeterias, Inc.
Consolidated Statements of Shareholders' Equity
Common Stock Total
Issued Treasury Paid-In Retained Shareholders'
Shares Amount Shares Amount Capital Earnings Equity
__________________________________________________________________________________________
(Amounts in thousands except per share data)
Balance at
August 31, 1994 27,403 $8,769 (2,285) $(51,202) $26,945 $229,014 $213,526
Net income for the
year - - - - - 37,015 37,015
Common stock issued
under employee bene-
fit plans, net of
shares tendered in
partial payment - - 195 4,395 - (1,086) 3,309
Cash dividends,
$.675 per share - - - - - (15,970) (15,970)
Purchases of treasury
stock - - (2,000) (45,176) - - (45,176)
______ ______ ______ _______ _______ _______ _______
Balance at
August 31, 1995 27,403 8,769 (4,090) (91,983) 26,945 248,973 192,704
Net income for the
year - - - - - 39,208 39,208
Common stock issued
under employee bene-
fit plans, net of
shares tendered in
partial payment and
including tax benefits - - 916 20,565 - (3,218) 17,347
Cash dividends,
$.74 per share - - - - - (17,589) (17,589)
Purchases of treasury
stock - - (252) (5,997) - - (5,997)
______ ______ ______ _______ _______ _______ _______
Balance at
August 31, 1996 27,403 8,769 (3,426) (77,415) 26,945 267,374 225,673
Net income for the
year - - - - - 28,447 28,447
Common stock issued
under employee bene-
fit plans, net of
shares tendered in
partial payment and
including tax benefits - - 186 4,319 - (1,027) 3,292
Cash dividends,
$.80 per share - - - - - (18,654) (18,654)
Purchases of treasury
stock - - (897) (19,918) - - (19,918)
______ ______ ______ _______ _______ _______ _______
Balance at
August 31, 1997 27,403 $8,769 (4,137) $(93,014) $26,945 $276,140 $218,840
______ ______ ______ _______ _______ ________ ________
See accompanying notes.
Luby's Cafeterias, Inc.
Consolidated Statements of Cash Flows
Years Ended August 31,
1997 1996 1995
________ ________ ________
(Thousands of dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $28,447 $ 39,208 $ 37,015
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 20,196 17,693 16,417
Provision for asset impairments
and store closings 12,132 - -
Gain on disposal of land
held for future use - - (106)
(Gain) loss on disposal of
property, plant, and equipment (110) 31 (313)
________ ________ ________
Cash provided by operating
activities before changes in
operating assets and liabilities 60,665 56,932 53,013
Changes in operating assets and
liabilities:
(Increase) decrease in trade
accounts and other receivables 31 (230) (36)
(Increase) decrease in food and
supply inventories 10 (483) (183)
Increase in prepaid expenses (391) (346) (9)
Increase in other assets (226) (1,115) (353)
Increase in accounts payable-trade 174 2,441 1,368
Increase (decrease) in accrued
expenses and other liabilities 817 (337) 3,082
Increase (decrease) in income
taxes payable (48) 1,263 (479)
Increase (decrease) in deferred
income taxes and other credits (3,664) 2,229 (5)
_______ ________ ________
Net cash provided by operating
activities 57,368 60,354 56,398
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of land
held for future use - - 495
Proceeds from disposal of property,
plant, and equipment 2,803 153 474
Purchases of land held for future use (11,649) (5,776) (7,531)
Purchases of property, plant, and
equipment (50,783) (42,753) (29,715)
_______ ________ ________
Net cash used in investing
activities (59,629) (48,376) (36,277)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common
stock under stock option plans 2,878 16,145 3,196
Net proceeds (payments) of
short-term borrowings - (57,000) 40,000
Proceeds from long-term debt 979,000 268,000 -
Reductions of long-term debt (936,000) (227,000) -
Purchases of treasury stock (21,077) (4,839) (45,916)
Dividends paid (18,797) (16,989) (15,918)
_______ _______ _______
Net cash provided by
(used in) financing activities 6,004 (21,683) (18,638)
_______ _______ _______
Net increase (decrease) in cash
and cash equivalents 3,743 (9,705) 1,483
Cash and cash equivalents at
beginning of year 2,687 12,392 10,909
________ ________ ________
Cash and cash equivalents at end
of year $ 6,430 $ 2,687 $ 12,392
________ ________ ________
See accompanying notes.
Luby's Cafeterias, Inc.
Notes to Consolidated Financial Statements
August 31, 1997, 1996, and 1995
1. Significant Accounting Policies
Nature of Operations
Luby's Cafeterias, Inc. and Subsidiaries (the Company), based in
San Antonio, Texas, owns and operates cafeterias in the southern United
States. As of August 31, 1997, the Company operated a total of 229 units.
The Company locates its cafeterias convenient to shopping and business
developments as well as to residential areas. Accordingly, the cafeterias
cater primarily to shoppers, store and office personnel at lunchtime, and to
families at dinner.
Principles of Consolidation
Effective February 1, 1997, the Company was restructured into a holding
company. The accompanying consolidated financial statements include the
accounts of Luby's Cafeterias, Inc. and its wholly owned and majority-owned
subsidiaries. All significant intercompany accounts and transactions have
been eliminated in consolidation.
Inventories
The food and supply inventories are stated at the lower of cost
(first-in, first-out) or market.
Property Held for Sale
Property held for sale is stated at the lower of cost or estimated net
realizable value.
Depreciation and Amortization
The Company depreciates the cost of plant and equipment over their
estimated useful lives using both straight-line and accelerated methods.
Leasehold improvements are amortized over the related lease lives, which are
in some cases shorter than the estimated useful lives of the improvements.
Long-Lived Assets
During 1997 the Company adopted FAS Statement No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
disposed of." Impairment losses are recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the
carrying amount. Impairment losses are also recorded for long-lived
that are expected to be disposed of.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers all
highly liquid financial instruments purchased with an original maturity of
three months or less to be cash equivalents.
Preopening Expenses
New store preopening costs are expensed as incurred.
Advertising Expenses
Advertising costs are expensed as incurred. Advertising expense as a
percentage of sales approximates two percent for fiscal years 1997, 1996, and
1995.
Income Taxes
Deferred income taxes are computed using the liability method. Under
this method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and
liabilities (temporary differences) and are measured using the enacted tax
rates and laws that will be in effect when the differences are expected to
reverse.
Stock-Based Compensation
During 1997 the Company adopted FAS Statement No. 123, "Accounting for
Stock-Based Compensation" (FAS 123), which encourages, but does not require
the Company to record compensation cost for stock-based compensation plans
at fair value. The Company has chosen to continue to account for stock-based
compensation using the intrinsic value method prescribed in APB 25. The
disclosure requirements prescribed by FAS 123 are not significant to the
Company.
Interest-Rate Swap Agreements
The Company enters into interest-rate swap agreements to modify the
interest characteristics of its outstanding debt. Each interest-rate swap
agreement is designated with all or a portion of the principal balance and
term of a specific debt obligation. These agreements involve the exchange of
amounts based on a fixed interested rate for amounts based on variable
interest rates over the life of the agreement without an exchange of the
notional amount upon which the payments are based. The differential to be
paid or received as interest rates change is accrued and recognized as an
adjustment to interest expense related to the debt. The related amount
payable to or receivable from counterparties is included in other
liabilities or assets. The fair values of these agreements are estimated
by obtaining quoted market prices.
Use of Estimates
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. Actual
results could differ from these estimates.
2. Impairment of Long-Lived Assets
As a result of the Company adopting Statement No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of," during 1997, a charge to operating costs of $12.4 million was
recorded. The charge included $4.6 million for the closing of four
cafeterias, $3 million for the write-down of certain cafeteria properties
which the Company plans to continue to operate, the write-down of $2.1 million
for surplus properties the Company plans to sell, $1.4 million for the
write-down of computer hardware, and $1.3 million for various other charges.
For those assets which the Company plans to continue to operate, the carrying
values were written down to estimated future discounted cash flows or fully
written off in the case of negative future cash flows. All charges were
recorded in the provision for asset impairments and store closings.
3. Property, Plant, and Equipment
The cost and accumulated depreciation of property, plant, and equipment
at August 31, 1997 and 1996, together with the related estimated useful lives
used in computing depreciation and amortization, are reflected below:
Estimated
1997 1996 Useful Lives
________ ________ _______________
(Thousands of dollars)
Land $ 78,540 $ 74,699 -
Cafeteria equipment and
furnishings 124,188 117,227 3 to 10 years
Buildings 222,316 209,404 20 to 40 years
Leasehold and leasehold
improvements 52,833 46,403 Term of leases
Office furniture and equipment 3,540 2,536 5 to 10 years
Transportation equipment 657 688 5 years
Construction in progress 8,788 7,506 -
________ ________
490,862 458,463
Less accumulated depreciation
and amortization 156,845 146,874
________ ________
$334,017 $311,589
________ ________
Total interest expense incurred for 1997, 1996, and 1995 was $5,066,000,
$3,230,000, and $2,644,000, respectively, which approximated the amount paid
in each year. The amounts capitalized on qualifying properties in 1997,
1996, and 1995 were $1,029,000, $1,100,000, and $895,000, respectively.
4. Debt
During 1996 the Company entered into a $100 million credit facility
with a syndication of four banks. As part of this credit facility, the
Company has a revolving credit agreement which allows borrowings for varying
periods through February 27, 2001, at the lower of the prime rate or other
rate options available at the time of borrowing. The credit facility
includes a maximum commitment for letters of credit of $20 million. The
credit facility contains business covenants which, among other things, impose
certain financial restrictions on the Company relating primarily to leverage
and net worth.
During 1997 the Company increased the credit facility to $125 million,
extended the agreement through June 30, 2002, and negotiated a facility fee
of .085% on the total commitment. Additionally, the Company entered into two
Interest Rate Protection Agreements (swaps) to fix the rate on a portion of
the floating-rate debt outstanding under its revolving line of credit. The
swaps are fixed-rate agreements in the notional amounts of $30 million and
$15 million. Both swaps have an interest rate of 6.4975% and a termination
date of June 30, 2002. At August 31, 1997, the Company estimates it would
have to pay $300,000 to terminate the agreements.
As of August 31, 1997, the balance outstanding under the revolving credit
agreement was $84,000,000 at an interest rate of 5.95%.
At August 31, 1997, letters of credit of approximately $5,659,000 have
been issued as security for the payment of insurance obligations classified as
accrued expenses on the balance sheets.
5. Leases
The Company conducts a major part of its operations from facilities which
are leased under noncancelable lease agreements. Most of the leases are for
periods of ten to 25 years and provide for contingent rentals based on sales
in excess of a base amount. Approximately 80% of the leases contain renewal
options ranging from five to 30 years.
Annual future minimum lease payments under noncancelable operating leases
as of August 31, 1997, are as follows:
Years ending August 31: (Thousands of dollars)
1998 $ 7,353
1999 7,290
2000 7,069
2001 6,791
2002 6,294
Thereafter 48,302
_______
Total minimum lease payments $83,099
_______
Total rent expense for operating leases for the years ended August 31,
1997, 1996, and 1995 was as follows:
1997 1996 1995
_______ ________ ________
(Thousands of dollars)
Minimum rentals $6,884 $5,807 $5,477
Contingent rentals 996 1,126 1,229
______ ______ ______
$7,880 $6,933 $6,706
______ ______ ______
6. Employee Benefit Plans and Agreements
Incentive Compensation
The Company has various incentive compensation plans covering officers
and other key employees that are based upon the achievement of specified
earnings goals and performance factors. Awards under the plans are payable in
cash and/or in shares of common stock. Charges to expense for current and
future distributions under the plans amounted to $-0-, $400,000, and
$431,000 in 1997, 1996, and 1995, respectively. During the years ended
August 31, 1997, 1996, and 1995, 4,790, 10,590, and 4,820 shares of common
stock were issued under the plans out of treasury stock, respectively.
Stock Option Plans
The Company has a Management Incentive Stock Plan to provide for
market-based incentive awards, including stock options, stock appreciation
rights, restricted stock, and performance share awards. Under the terms of
the Management Incentive Stock Plan, nonqualified stock options, incentive
stock options, and other types of awards for not more than 2,700,000 shares of
the Company's common stock may be granted to eligible employees of the
Company, including officers. Stock options may be granted at prices not less
than 100% of fair market value at date of grant. Options granted to the
participants of the plan are exercisable over staggered periods and expire,
depending upon the type of grant, in five to seven years. The plan provides
for various vesting methods, depending upon the category of personnel.
Following is a summary of activity in the stock option plans for the
three years ended August 31, 1997, 1996, and 1995:
Common
Option Price Shares Options Options
Per Share Reserved Outstanding Exercisable
________________ _________ ___________ ___________
Balances - August 31, 1994 $15.00 to $23.25 2,463,328 1,916,234 225,762
Granted 22.75 to 23.75 - 136,100 -
Became exercisable 15.00 to 23.75 - - 582,379
Cancelled or expired 15.00 to 23.75 - (95,467) (43,552)
Exercised 15.00 to 21.75 (209,753) (209,753) (209,753)
_________ _________ _______
Balances - August 31, 1995 15.00 to 23.75 2,253,575 1,747,114 554,836
Granted 21.00 to 21.63 - 223,648 -
Became exercisable 15.00 to 23.75 - - 1,167,766
Cancelled or expired 16.42 to 23.75 - (53,415) (38,903)
Exercised 15.00 to 23.25 (980,600) (980,600) (980,600)
_________ _________ ________
Balances - August 31, 1996 15.00 to 23.75 1,272,975 936,747 703,099
Granted 20.25 to 23.13 - 33,675 -
Became exercisable 21.00 to 23.73 - - 173,658
Cancelled or expired 17.75 to 23.75 - (295,623) (281,723)
Exercised 15.00 to 23.25 (277,501) (277,501) (277,501)
_________ _________ ________
Balances - August 31, 1997 $16.25 to $23.75 995,474 397,298 317,533
_________ _________ ________
Deferred Compensation
Deferred compensation agreements exist for several key management
employees, all of whom are current or former officers. Under the agreements,
the Company is obligated to provide for each such employee or his
beneficiaries, during a period of ten years after the employee's death,
disability, or retirement, annual benefits ranging from $15,500 to $43,400.
The estimated present value of future benefits to be paid is being
accrued over the period from the effective date of the agreements until the
expected retirement dates of the participants. The net expense incurred for
this plan for the years ended August 31, 1997, 1996, and 1995 amounted to
$47,000, $239,000, and $79,000, respectively.
The Company also has a Supplemental Executive Retirement Plan (SERP) for
key executives and officers. The SERP is a "target" benefit plan, with the
annual lifetime benefit based upon a percentage of average salary during the
final five years of service at age 65, offset by several sources of income
including benefits payable under deferred compensation agreements, if
applicable, the profit sharing plan, and Social Security. SERP benefits will
be paid from the Company's assets. The net expense incurred for this plan for
the years ended August 31, 1997 and 1996, was $120,000 and $80,000,
respectively, and the unfunded accumulated benefit obligation as of August 31,
1997 and 1996, was approximately $315,400 and $250,000, respectively.
Profit Sharing
The Company has a profit sharing plan and retirement trust covering
substantially all employees who have attained the age of 21 years and have
completed one year of continuous service. The plan is administered by a
corporate trustee, is a "qualified plan" under Section 401(a) of the Internal
Revenue Code, and provides for the payment of the employee's vested portion of
the plan upon retirement, termination, disability, or death. The plan is
funded by contributions of a portion of the net earnings of the Company. The
plan provides that for each fiscal year in which the Company's net income
(before income taxes and before any contribution to the plan) meets certain
minimum standards, the Company is obligated to contribute to the plan, at a
minimum, an amount equal to a defined percentage of the participants'
compensation. In no event will the required contribution exceed 10% of the
Company's income before income taxes and before any contribution to the plan.
The Company's annual contribution to the plan amounted to $1,500,000,
$5,100,000, and $4,888,000, for 1997, 1996, and 1995, respectively.
During 1997 the Company established a voluntary 401(k) employee
savings plan to provide substantially all salaried and hourly employees
of the Company an opportunity to accumulate personal funds for their
retirement. These contributions may be made on a before-tax basis to the
plan. The Company does not match the participants' contributions to the
plan.
7. Income Taxes
The tax effect of temporary differences results in deferred income tax
assets and liabilities as of August 31 as follows:
1997 1996
________ ___________
(Thousands of dollars)
Deferred tax assets:
Workers' compensation insurance $ 937 $ 418
Deferred compensation 651 779
Asset impairments and store closing reserves 3,453 -
_______ _______
Total deferred tax assets 5,041 1,197
Deferred tax liabilities:
Amortization of capitalized interest 439 494
Depreciation and amortization 18,960 19,085
Other 1,706 1,083
_______ _______
Total deferred tax liabilities 21,105 20,662
_______ _______
Net deferred tax liability $16,064 $19,465
_______ _______
The reconciliation of the provision for income taxes to the expected
income tax expense (computed using the statutory tax rate) is as follows:
1997 1996 1995
Amount % Amount % Amount %
_______ ____ _______ ____ _______ ____
(Thousands of dollars and as a percent of pretax income)
Normally expected
income tax expense $14,932 35.0% $21,890 35.0% $20,628 35.0%
State income taxes 745 1.7 1,488 2.4 1,616 2.7
Jobs tax credits (101) (.2) (1) - (151) (.2)
Other differences (1,361) (3.2) (43) (.1) (170) (.3)
_______ _____ _______ ____ ______ ____
$14,215 33.3% $23,334 37.3% $21,923 37.2%
_______ _____ _______ ____ _______ ____
During 1997 the Company restructured into a holding company which
effectively decreased future expected state taxes. The deferred tax assets
and liabilities were reduced accordingly, and the effect on total income tax
expense is included above with "Other differences."
Cash payments for income taxes for 1997, 1996, and 1995 were $17,664,000,
$19,677,000, and $22,229,000, respectively.
8. Commitments and Contingencies
At August 31, 1997, the Company had seven restaurants under construction.
The aggregate unexpended costs under the construction contracts were
approximately $2,935,000.
The Company has unconditionally guaranteed a $2,000,000 loan under a line
of credit for an unrelated limited partnership in exchange for advertising
rights and a participation in future profits of the venture.
The Company is presently, and from time to time, subject to pending
claims and lawsuits arising in the ordinary course of business. In the
opinion of management, the ultimate resolution of these pending legal
proceedings will not have a material adverse effect on the Company's
operations or consolidated financial position.
9. Common Stock
In 1991 the Board of Directors adopted a Shareholder Rights Plan and
declared a dividend of one common stock purchase right for each outstanding
share of common stock. The rights are not initially exercisable. The rights
may become exercisable under circumstances described in the Plan if any person
or group (an Acquiring Person) becomes the beneficial owner of 15% or more of
the common stock. Once the rights become exercisable, each right will be
exercisable to purchase, for $27.50 (the Purchase Price), one-half of one
share of common stock, par value $.32 per share, of the Company. If any
person becomes the beneficial owner of 15% or more of the common stock, each
right will entitle the holder, other than the Acquiring Person, to purchase
for the Purchase Price a number of shares of the Company's common stock having
a market value of four times the Purchase Price.
The Board of Directors authorized the purchase in the open market of up
to 1,000,000 shares of the Company's outstanding common stock through
December 31, 1998, of which 149,700 shares were purchased in fiscal year 1997.
Under this and previous authorizations, the Company purchased 897,500 and
252,200 shares of its common stock at a cost of $19,918,000 and $5,997,000
during 1997 and 1996, respectively, which are being held as treasury stock.
10. Per Share Information
The weighted average number of shares used in the net income per share
computation was 23,406,191 for 1997, 23,688,813 for 1996, and 23,908,087 for
1995.
11. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities at August 31 consisted of:
1997 1996
_______ _______
(Thousands of dollars)
Salaries and bonuses $ 6,662 $ 6,185
Rent 721 777
Taxes, other than income 7,245 5,742
Profit sharing plan 1,452 5,057
Insurance 7,747 6,273
Other 1,211 302
_______ _______
$25,038 $24,336
_______ _______
12. Quarterly Financial Information (Unaudited)
The following is a summary of quarterly unaudited financial information
for 1997 and 1996:
Three Months Ended
November 30, February 28, May 31, August 31,
1996 1997 1997 1997
________ ________ ________ _________
(Thousands of dollars except per share data)
Sales $122,287 $118,830 $127,630 $126,699
Gross profit 55,887 54,908 59,387 57,037
Net income 8,166 8,404 9,583 2,294
Net income per share .35 .36 .41 .10
Three Months Ended
November 30, February 29, May 31, August 31,
1995 1996 1996 1996
________ ________ ________ _________
(Thousands of dollars except per share data)
Sales $108,337 $108,835 $117,132 $115,824
Gross profit 51,027 52,634 57,140 54,986
Net income 8,565 9,322 10,964 10,357
Net income per share .37 .40 .46 .43
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
There is incorporated in this Item 10 by reference that portion
of the Company's definitive proxy statement for the 1998 annual
meeting of shareholders appearing therein under the captions "Election
of Directors," "Information Concerning Directors and Executive
Officers," and "Certain Relationships and Related Transactions."
See also the information in Item 4A of Part I of this
Report.
Item 11. Executive Compensation.
There is incorporated in this Item 11 by reference that portion
of the Company's definitive proxy statement for the 1998 annual
meeting of shareholders appearing therein under the captions "Executive
Compensation," "Deferred Compensation," and "Certain Relationships and
Related Transactions."
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
There is incorporated in this Item 12 by reference that portion
of the Company's definitive proxy statement for the 1998 annual
meeting of shareholders appearing therein under the captions
"Principal Shareholders" and "Management Shareholders."
Item 13. Certain Relationships and Related Transactions.
There is incorporated in this Item 13 by reference that portion
of the Company's definitive proxy statement for the 1998 annual
meeting of shareholders appearing therein under the caption "Certain
Relationships and Related Transactions."
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Documents.
1. Financial Statements
The following financial statements are filed as part of this Report:
Consolidated balance sheets at August 31, 1997 and 1996
Consolidated statements of income for each of the three years in the
period ended August 31, 1997
Consolidated statements of shareholders' equity for each of the three
years in the period ended August 31, 1997
Consolidated statements of cash flows for each of the three years in the
period ended August 31, 1997
Notes to consolidated financial statements
Report of independent auditors
2. Financial Statement Schedules
All schedules are omitted since the required information is not present
or is not present in amounts sufficient to require submission of the schedule
or because the information required is included in the financial statements
and notes thereto.
3. Exhibits
The following exhibits are filed as a part of this Report:
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. (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.
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.
4(i) - Second Amendment to Credit Agreement dated July 3, 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 (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) - 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 (filed as
Exhibit 10(d) to the Company's Quarterly Report on Form 10-Q for
the quarter ended February 28, 1997, and incorporated herein by
reference).
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 (filed as Exhibit 10(f) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997, and incorporated herein by reference).
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 (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(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 (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(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 (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(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 (filed as Exhibit
10(o) to the Company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1997, and incorporated herein by
reference).
10(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 (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(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 (filed as Exhibit 10(t) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997, and incorporated herein by reference).
10(u) - Employment Agreement dated September 15, 1997, between Luby's
Cafeterias, Inc. and Barry J.C. Parker.
10(v) - 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.
10(w) - Stock Agreement dated November 10, 1997, between Barry J.C.
Parker and Luby's Cafeterias, Inc.
11 - Statement re computation of per share earnings.
21 - Subsidiaries of Luby's Cafeterias, Inc.
27 - Financial Data Schedule.
99 - Consent of Ernst & Young LLP.
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the last quarter of
the period covered by this Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: November 25, 1997 LUBY'S CAFETERIAS, INC.
(Registrant)
By: DAVID B. DAVISS
___________________________
David B. Daviss, Chairman of
the Board
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
Signature and Date Name and Title
DAVID B. DAVISS David B. Daviss, Chairman
_______________________________ of the Board
November 25, 1997
BARRY J.C. PARKER Barry J.C. Parker, President,
_______________________________ Chief Executive Officer,
November 25, 1997 and Director
WILLIAM E. ROBSON William E. Robson, Executive Vice
________________________________ President-Operations and
November 25, 1997 Director
LAURA M. BISHOP Laura M. Bishop, Senior Vice
________________________________ President and Chief Financial
November 25, 1997 Officer
RONALD E. RIEMENSCHNEIDER Ronald E. Riemenschneider, Vice
________________________________ President, Treasurer, and
November 25, 1997 Principal Accounting Officer
LAURO F. CAVAZOS Lauro F. Cavazos, Director
________________________________
November 25, 1997
ROGER R. HEMMINGHAUS Roger R. Hemminghaus, Director
________________________________
November 25, 1997
JOHN B. LAHOURCADE John B. Lahourcade, Director
________________________________
November 25, 1997
WALTER J. SALMON Walter J. Salmon, Director
________________________________
November 25, 1997
GEORGE H. WENGLEIN George H. Wenglein, Director
________________________________
November 25, 1997
JOANNE WINIK Joanne Winik, Director
________________________________
November 25, 1997
EXHIBIT INDEX
Exhibit
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. (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.
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.
4(i) Second Amendment to Credit Agreement dated July 3, 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 (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) 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 (filed as
Exhibit 10(d) to the Company's Quarterly Report on Form 10-Q for
the quarter ended February 28, 1997, and incorporated herein by
reference).
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 (filed as Exhibit 10(f) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997, and incorporated herein by reference).
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 (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(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 (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(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 (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(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 (filed as Exhibit
10(o) to the Company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1997, and incorporated herein by
reference).
10(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 (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(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 (filed as Exhibit 10(t) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997, and incorporated herein by reference).
10(u) Employment Agreement dated September 15, 1997, between Luby's
Cafeterias, Inc. and Barry J.C. Parker.
10(v) 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.
10(w) Stock Agreement dated November 10, 1997, between Barry J.C.
Parker and Luby's Cafeterias, Inc.
11 Statement re computation of per share earnings.
21 Subsidiaries of Luby's Cafeterias, Inc.
27 Financial Data Schedule.
99 Consent of Ernst & Young LLP.