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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 10-Q

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 19, 2003, or

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From _____ to _____

Commission file number 1-8308

Luby's, Inc.
(Exact name of registrant as specified in its charter)

Delaware

 

74-1335253

(State or other jurisdiction of
incorporation or organization)

 

(IRS Employer Identification Number)

 

   

2211 Northeast Loop 410
San Antonio, Texas 78217

(Address of principal executive offices, including zip code)

 

(210) 654-9000

www.lubys.com

(Registrant's telephone number, including area code, and Website)

   

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.   Yes     X        No          

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes     X         No           

As of December 18, 2003, there were 22,470,004 shares of the registrant's Common Stock outstanding, which does not include 4,933,063 treasury shares.

Luby's, Inc.
Form 10-Q
Quarter ended November 19, 2003

Table of Contents

 

 

Part I - Financial Information

Page

     

Item 1

Financial Statements

3

 

Item 2

Management's Discussion and Analysis of Financial Condition and Results of Operations

17

 

Item 3

Quantitative and Qualitative Disclosures about Market Risk

27

 

Item 4

Controls and Procedures

27

 

Part II - Other Information

 

       

Item 3

Defaults Upon Senior Securities

28

 

Item 6

Exhibits and Reports on Form 8-K

28

 

Signatures

 

33

 

 

 

Additional Information

 

The Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports are available free of charge via hyperlink on its website at www.lubys.com.  The Company makes these reports available as soon as reasonably practicable upon filing with the SEC.  Information on the Company's website is not incorporated into this report.

 

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Luby's, Inc.
Consolidated Balance Sheets

(In thousands)

November 19,

August 27,

2003

2003

(Unaudited)

ASSETS

Current Assets:

  Cash

$

482

$

871

  Short-term investments (see Note 3)

20,303

20,498

  Trade accounts and other receivables

148

283

  Food and supply inventories

2,501

1,798

  Prepaid expenses

2,885

3,485

  Deferred income taxes (see Note 4)

1,944

1,777

      Total current assets

28,263

28,712

Property held for sale (see Note 7)

30,628

32,946

Investments and other assets

524

547

Property, plant, and equipment - at cost, net (see Note 5)

214,018

217,676

Total assets

$

273,433

$

279,881

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

  Accounts payable

$

13,532

$

12,488

  Accrued expenses and other liabilities

20,311

20,978

  Convertible subordinated notes, net - related party (see Notes 6 and 9)

7,541

6,973

  Credit-facility debt (see Note 6)

88,783

91,559

      Total current liabilities

130,167

131,998

Accrued claims and insurance

3,533

3,729

Deferred income taxes and other credits (see Note 4)

10,713

10,579

Reserve for restaurant closings (see Note 7)

1,280

1,663

Commitments and contingencies (see Note 8)

-

-

      Total liabilities

145,693

147,969

SHAREHOLDERS' EQUITY

  Common stock, $.32 par value; authorized 100,000,000 shares, issued

    27,403,067 shares in 2004 and 2003

8,769

8,769

  Paid-in capital

36,625

36,916

  Deferred compensation

(385

)

(679

)

  Retained earnings

187,502

191,968

  Less cost of treasury stock, 4,933,063 and 4,946,771 shares in 2004 and 2003,

    respectively

(104,771

)

(105,062

)

      Total shareholders' equity

127,740

131,912

Total liabilities and shareholders' equity

$

273,433

$

279,881

See accompanying notes.

Luby's, Inc.
Consolidated Statements of Operations (unaudited)
(In thousands except per share data)

Quarter Ended

November 19,

November 20,

2003

2002

(84 days)

(84 days)

SALES

$

70,027

$

72,832

COSTS AND EXPENSES:

  Cost of food

19,047

20,173

  Payroll and related costs

19,677

22,096

  Occupancy and other operating expenses

22,738

22,709

  Depreciation and amortization

4,032

4,169

  General and administrative expenses

4,628

5,343

  Provision for asset impairments and
    restaurant closings (see Note 7)

276

(163

)

70,398

74,327

INCOME (LOSS) FROM OPERATIONS

(371

)

(1,495

)

  Interest expense

(2,273

)

(1,418

)

  Other income, net

192

2,900

Income (loss) before income taxes

(2,452

)

(13

)

  Provision (benefit) for income taxes (see Note 4)

-

-

Income (loss) from continuing operations

(2,452

)

(13

)

  Discontinued operations, net of taxes (see Note 7)

(2,014

)

(3,088

)

NET INCOME (LOSS)

$

(4,466

)

$

(3,101

)

Income (loss) per share - before discontinued operations
  basic and assuming dilution

(0.11

)

(0.00

)

Income (loss) per share - from discontinued operations
  basic and assuming dilution

(0.09

)

(0.14

)

Net income (loss) per share - basic and assuming
  dilution

$

(0.20

)

$

(0.14

)

See accompanying notes.

Luby's, Inc.
Consolidated Statements of Shareholders' Equity (unaudited)
(In thousands)

 

Common Stock

Total

Issued

Treasury

Paid-In

Deferred

Retained

Shareholders'

Shares

Amount

Shares

Amount

Capital

Compensation

Earnings

Equity

BALANCE AT AUGUST 27, 2003

27,403

$

8,769

(4,947

)

$

(105,062

)

$

36,916

$

(679

)

$

191,968

$

131,912

Net income (loss) for the year to date

-

-

-

-

-

-

(4,466

)

(4,466

)

Noncash executive compensation expense

-

-

-

-

-

294

-

294

Common stock issued under nonemployee director benefit
  plans

-

-

14

291

(291

)

-

-

-

BALANCE AT NOVEMBER 19, 2003

27,403

$

8,769

(4,933

)

$

(104,771

)

$

36,625

$

(385

)

$

187,502

$

127,740

See accompanying notes.

 

 

Luby's, Inc.
Consolidated Statements of Cash Flows (unaudited)
(In thousands)

Quarter Ended

November 19,

November 20,

2003

2002

(84 days)

(84 days)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

$

(4,466

)

$

(3,101

)

Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:

    Provision for (reversal of) asset impairments, net of gains on sale -
      discontinued operations

411

-

    Provision for (reversal of) asset impairments and restaurant closings

276

(163

)

    Depreciation and amortization - discontinued operations

-

842

    Depreciation and amortization - continuing operations

4,032

4,169

    Amortization of discount on convertible subordinated notes

568

111

    (Gain) loss on disposal of property held for sale

-

(2,735

)

    (Gain) loss on disposal of property, plant, and equipment

32

141

    Noncash nonemployee directors' fees

-

53

    Noncash executive compensation expense

294

302

      Cash (used in) provided by operating activities before
        changes in operating assets and liabilities

1,147

(381

)

    Changes in operating assets and liabilities:

      (Increase) decrease in trade accounts and other receivables

135

(114

)

      (Increase) decrease in food and supply inventories

(703

)

(766

)

      (Increase) decrease in prepaid expenses

600

134

      (Increase) decrease in other assets

23

63

      Increase (decrease) in accounts payable

818

1,256

      Increase (decrease) in accrued claims and insurance, accrued
        expenses, and other liabilities

(863

)

(350

)

      Increase (decrease) in deferred income taxes and other credits

(33

)

(28

)

      Increase (decrease) in reserve for restaurant closings

(383

)

(56

)

        Net cash (used in) provided by operating activities

741

(242

)

CASH FLOWS FROM INVESTING ACTIVITIES:

    (Increase) decrease in short-term investments

195

2,535

    Proceeds from disposal of property held for sale

2,829

4,991

    Purchases of property, plant, and equipment

(1,386

)

(3,728

)

    Proceeds from disposal of property, plant, and equipment

8

-