MEXICAN RESTAURANTS INC
10-Q, 1999-08-18
EATING PLACES
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<PAGE>   1
                                  UNITED STATES

                        SECURITIES & EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(MARK ONE)

         [ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
         THE SECURITIES EXCHANGE ACT OF 1934

                   For the Quarterly period ended JULY 4, 1999

                                       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: 0-28234

                            MEXICAN RESTAURANTS, INC.
             (Exact name of registrant as specified in its charter)

               TEXAS                                     76-0493269
  (State or other jurisdiction of           (IRS Employer Identification Number)
   incorporation or organization)

     1135 EDGEBROOK, HOUSTON, TEXAS                  77034-1899
(Address of Principal Executive Offices)             (Zip Code)

        Registrant's telephone number, including area code: 713/943-7574


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 (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                  Yes  X      No
                                      ---       ---



Number of shares outstanding of each of the issuer's classes of common stock, as
of August 9, 1999: 3,597,705 SHARES OF COMMON STOCK, PAR VALUE $.01.



<PAGE>   2


                         PART 1 - FINANCIAL INFORMATION

Item 1.     Financial Statements

                            Mexican Restaurants, Inc.

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
ASSETS                                                          07/04/99          01/03/99
                                                             ------------      ------------
                                                              (UNAUDITED)
<S>                                                          <C>               <C>
Current assets:
       Cash and cash equivalents                             $    214,947      $    462,847
       Royalties receivable                                        97,702            70,711
       Other receivables                                          405,800           280,335
       Inventory                                                  657,792           459,260
       Taxes receivable                                           187,182           547,272
       Prepaid expenses and other current assets                  291,163           383,365
                                                             ------------      ------------
            Total current assets                                1,854,586         2,203,790
                                                             ------------      ------------

Property, plant and equipment                                  23,026,933        18,568,632
       Less accumulated depreciation                            5,028,359         4,526,005
                                                             ------------      ------------
            Net property, plant and equipment                  17,998,574        14,042,627
Deferred tax assets                                               747,104           795,229
Other assets                                                    9,429,296         6,379,332
                                                             ============      ============
                                                             $ 30,029,560      $ 23,420,978
                                                             ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
       Current installments of long-term debt                $         --      $         --
       Accounts payable                                         1,797,331         1,454,794
       Accrued sales and liquor taxes                             339,527           293,743
       Accrued payroll and taxes                                1,032,522           803,256
       Accrued expenses                                           377,790           699,437
                                                             ------------      ------------
            Total current liabilities                           3,547,170         3,251,230
                                                             ------------      ------------

Long-term debt, net of current portion                          8,030,000         2,870,000
Other liabilities                                                 361,625           234,864
Deferred gain                                                   3,378,625         3,505,674

Stockholders' equity:
       Preferred stock, $.01 par value, 1,000,000 shares
            authorized                                                 --                --
       Capital stock, $0.01 par value, 20,000,000 shares
            authorized, 4,732,705 shares issued                    47,327            47,327
       Additional paid-in capital                              20,537,076        20,537,076
       Retained earnings                                        5,477,737         4,324,807
       Treasury stock, cost of 1,135,000 shares               (11,350,000)      (11,350,000)
                                                             ------------      ------------
            Total stockholders' equity                         14,712,140        13,559,210
                                                             ------------      ------------

                                                             $ 30,029,560      $ 23,420,978
                                                             ============      ============
</TABLE>


                                       2
<PAGE>   3




                      MEXICAN RESTAURANTS, INC.

                  CONSOLIDATED STATEMENTS OF INCOME
                             (UNAUDITED)



<TABLE>
<CAPTION>
                                                                    13-WEEK           13-WEEK          26-WEEK           26-WEEK
                                                                 PERIOD ENDED      PERIOD ENDED      PERIOD ENDED      PERIOD ENDED
                                                                    07/04/99         06/28/98          07/04/99          06/28/98
                                                                 ------------      ------------      ------------      ------------
<S>                                                              <C>               <C>               <C>               <C>
Revenues:
    Restaurant sales                                             $ 14,123,991      $ 11,677,863      $ 26,060,785      $ 23,197,059
    Franchise fees and royalties                                      370,446           262,353           621,929           519,991
    Other                                                              49,008            12,741           118,611            16,942
                                                                 ------------      ------------      ------------      ------------
                                                                   14,543,445        11,952,957        26,801,325        23,733,992
                                                                 ------------      ------------      ------------      ------------


Costs and expenses:
    Cost of sales                                                   3,938,103         3,158,756         7,250,271         6,275,163
    Labor                                                           4,824,585         3,909,799         8,812,806         7,781,350
    Restaurant operating expenses                                   3,044,315         2,381,739         5,706,749         4,855,551
    General and administrative                                      1,301,677         1,067,439         2,511,878         2,101,238
    Depreciation and amortization                                     322,057           324,456           681,763           683,627
    Pre-open costs                                                     87,150            65,368           137,201           128,911
                                                                 ------------      ------------      ------------       -----------
                                                                   13,517,887        10,907,557        25,100,668        21,825,840

Infrequently occurring income (expense) items, net                    295,289                --           295,289                --


                                                                 ------------      ------------      ------------      ------------
       Operating income                                             1,320,847         1,045,400         1,995,946         1,908,152
                                                                 ------------      ------------      ------------      ------------


Other income (expense):
    Interest income                                                     4,177             8,409            11,459            11,767
    Interest expense                                                 (150,514)         (215,020)         (206,127)         (429,925)
    Other, net                                                         56,714            13,016            71,616            51,877

                                                                 ------------      ------------      ------------      ------------
                                                                      (89,623)         (193,595)         (123,052)         (366,281)
                                                                 ------------      ------------      ------------      ------------

Income before income tax expense and extraordinary item             1,231,224           851,805         1,872,894         1,541,871
Income tax expense                                                    472,599           336,463           719,964           602,138

                                                                 ------------      ------------      ------------      ------------

Income before extraordinary item                                      758,625           515,342         1,152,930           939,733


Extraordinary item                                                         --                --                --            39,975
                                                                 ------------      ------------      ------------      ------------


       Net income                                                $    758,625      $    515,342      $  1,152,930      $    979,708
                                                                 ============      ============      ============      ============



Basic and diluted income per share (before extraordinary item)   $       0.21      $       0.14      $       0.32      $       0.26
                                                                 ------------      ------------      ------------      ------------
Basic and diluted income per share (extraordinary item)          $         --      $         --      $         --      $       0.01
                                                                 ------------      ------------      ------------      ------------
Basic and diluted  income per share                              $       0.21      $       0.14      $       0.32      $       0.27
                                                                 ------------      ------------      ------------      ------------
Weighted average number of shares (diluted)                         3,604,148         3,604,827         3,599,316         3,604,777
                                                                 ============      ============      ============      ============


</TABLE>



                                       3
<PAGE>   4



                           MEXICAN RESTAURANTS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                    26-WEEK PERIODS ENDED
                                                                                  07-04-99         06-28-98
                                                                                ------------      ------------
<S>                                                                            <C>                <C>
    Cash flows from operating activities:
          Net income                                                            $  1,152,930      $    979,708
          Adjustments to reconcile net income to net cash
            provided by operating activities:
                Depreciation and amortization                                        681,763           812,538
                Deferred gain amortization                                          (127,049)               --
                Deferred tax provision                                                    --        (1,366,507)
                Gain on early extinguishment of debt                                      --           (39,975)
                Gain on sale of fixed assets                                        (519,685)           (7,188)
                Asset impairments                                                    142,396
         Changes in assets and liabilities, net of effects of acquisition:
                Royalties receivable                                                 (26,991)           27,548
                Receivable from affiliates                                                --            13,000
                Other receivables                                                   (125,464)           59,133
                Income tax receivable/payable                                        360,090         1,462,168
                Inventory                                                           (198,532)              673
                Prepaids and other current assets                                     85,867          (134,733)
                Accounts payable                                                     342,537           546,088
                Accrued expenses and other liabilities                                80,163          (594,499)
                Other assets                                                        (211,675)         (137,365)
                                                                                ------------      ------------
                          Total adjustments                                          483,420           640,881
                                                                                ------------      ------------
                          Net cash provided by operating activities                1,636,350         1,620,589
                                                                                ------------      ------------
    Cash flows from activities:
          Payment for purchase of acquisition, net of cash acquired               (4,132,945)               --
          Purchase of property, plant and equipment                               (4,097,914)       (2,341,016)
          Proceeds from sale of property, plant and equipment                      1,186,609        11,360,632
                                                                                ------------      ------------
                          Net cash used in investing activities                   (7,044,250)        9,019,616
                                                                                ------------      ------------

    Cash flows from investing activities:
          Net borrowings under line of credit agreement                            5,160,000           287,153
          Payments of notes payable                                                        0       (10,569,024)
                                                                                ------------      ------------
                          Net cash used in financing activities                    5,160,000       (10,281,871)
                                                                                ------------      ------------

                          Decrease in cash and cash equivalents                     (247,900)          358,334
    Cash and cash equivalents at end of period                                       462,847           986,024
                                                                                ------------      ------------
    Cash and cash equivalents at end of period                                  $    214,947      $  1,344,358
                                                                                ============      ============
    Supplemental disclosure of cash flow information
          Cash paid during the period:
                Interest                                                        $    206,715      $    401,332
                Income taxes                                                    $    597,339      $    351,745
          Non-cash activities:
                Exchange of note for equipment and inventory                    $         --      $    207,800

</TABLE>



                                       4
<PAGE>   5




                            MEXICAN RESTAURANTS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       BASIS OF PRESENTATION

                  In the opinion of Mexican Restaurants, Inc. (the "Company"),
         the accompanying consolidated financial statements contain all
         adjustments (consisting only of normal recurring accruals and
         adjustments) necessary for a fair presentation of the consolidated
         financial position as of July 4, 1999, and the consolidated statements
         of income and cash flows for the 26-week and 13-week periods ended July
         4, 1999 and June 28, 1998. The consolidated statements of income for
         the 26-week and 13-week periods ended July 4, 1999 are not necessarily
         indicative of the results to be expected for the full year.


2.       ACCOUNTING POLICIES

                  During the interim periods the Company follows the accounting
         policies set forth in its consolidated financial statements in its
         Annual Report and Form 10-K (file number 0-28234). Reference should be
         made to such financial statements for information on such accounting
         policies and further financial details.

                  The Company does not have or participate in transactions
         involving derivative, financial and commodity instruments.

3.       EXTINGUISHMENT OF DEBT

                  In fiscal 1997, the Company acquired the assets of one of its
         franchise locations for a $750,000 note payable to the prior
         franchisee. During the first quarter of 1998, the Company accepted an
         offer from the prior franchisee to prepay the remaining $450,000
         balance of the note for a discounted sum of $385,000, resulting in a
         gain, net of taxes, of $39,975.

4.       SALE-LEASEBACK TRANSACTION

                  On June 25, 1998, the Company completed a sale and leaseback
         transaction involving the sale and lease back of the land, building and
         improvements of 13 Company-owned restaurants. The properties were sold
         for $11.5 million and resulted in a gain of approximately $3.5 million
         that will be deferred and amortized over the terms of the leases, which
         are 15 years each. The leases are classified as operating leases.


<TABLE>
   Future minimum lease payments under the non-cancelable operating lease are:
         <S>                                                  <C>
         1999.................................................$    546,250
         2000.................................................$  1,114,350
         2001.................................................$  1,136,200
         2002.................................................$  1,158,924
         2003.................................................$  1,181,648
         Thereafter...........................................$ 12,465,557
                                                              ------------
                                                              $ 17,602,929
                                                              ============
</TABLE>



5.       ACQUISITION OF LA SENORITA RESTAURANTS

                  On April 30, 1999, the Company closed on its acquisition of La
         Senorita Restaurants. The Company acquired the operations of five
         company-owned restaurants, a general partnership interest in a sixth
         restaurant, and the rights to the La Senorita franchise system. The
         purchase price was approximately $4.0 million in cash financed with
         Bank of America (formerly NationsBank).




                                       5
<PAGE>   6


                  The table below presents pro forma income statement
         information as if the Company had purchased La Senorita at the
         beginning of the fiscal year. Pro forma adjustments are to remove
         compensation that is non-continuing, amortize the resulting goodwill
         over 20 years, reflect net interest expense on the debt resulting from
         the acquisition and record additional income tax at an effective rate
         of 38.5% on the combined income of the Company and La Senorita. This
         acquisition was accounted for as a purchase.


<TABLE>
<CAPTION>
                                                                                       26-WEEKS        26-WEEKS
                                                                                         ENDED          ENDED
                                                                                        7/04/99        6/28/98

         <S>                                                                        <C>            <C>
         Revenues...................................................................$29,262,004    $27,332,482
         Net Income.................................................................$ 1,172,172    $ 1,162,244
         Diluted income per share...................................................$      0.33    $      0.32

</TABLE>


                  The pro forma information does not purport to be indicative of
         results of operations which would have occurred had the acquisition
         been consummated on the date indicated or future results of operations.


<TABLE>
<CAPTION>
                  Allocation of purchase price for La Senorita is as follows:

         <S>                                                                        <C>
         Working Capital............................................................$   149,902
         Furniture, Fixtures & Equipment............................................$ 1,593,993
         Goodwill...................................................................$ 2,229,583
         Other......................................................................$   210,402
                                                                                    -----------
                                                                                    $ 4,183,880
</TABLE>




6.       INFREQUENT ITEMS

                  The second quarter ended July 4, 1999 includes infrequently
         occurring income and expenses consisting of three items that increase
         operating income in the aggregate by $295,289. First, the Company sold
         one restaurant to the State of Texas (by eminent domain) for
         $1,150,000, resulting in a gain of $519,685. Second, the Company
         recorded an impairment provision in the amount of $142,396 relating to
         the impairment of assets at closed restaurants. Third, as part of the
         Company's decision to consolidate with a single outsourcing firm its
         accounting process, the Company settled its old outsourcing accounting
         contract for $82,000.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

                  This Form 10-Q contains forward-looking statements within the
         meaning of the Private Securities Litigation Reform Act of 1995. Such
         forward-looking statements involve known and unknown risks,
         uncertainties and other factors which may cause the actual results,
         performance or achievements of the Company to be materially different
         from any future results, performance or achievements expressed or
         implied by such forward-looking statements. Such factors include, among
         others, the following: accelerating growth strategy; dependence on
         executive officers; geographic concentration; increasing susceptibility
         to adverse conditions in the region; changes in consumer tastes and
         eating habits; national, regional or local economic and real estate
         conditions; demographic trends; inclement weather; traffic patterns;
         the type, number and location of competing restaurants; inflation;
         increased food, labor and benefit costs; the availability of
         experienced management and hourly employees; seasonality and the timing
         of new restaurant openings; changes in governmental regulations; dram
         shop exposure; and other factors not yet experienced by the Company.
         The use of words such as "believes", "anticipates", "expects",
         "intends" and similar expressions are intended to identify
         forward-looking statements, but are not the exclusive means of
         identifying such statements. Readers are urged to carefully review and
         consider the various disclosures made by the Company in this report and
         in the Company's Annual Report and Form 10-K for the fiscal year ended
         January 3, 1999, that attempt to advise interested parties of the risks
         and factors that may affect the Company's business.


                                       6
<PAGE>   7


RESULTS OF OPERATIONS

                  Revenues. The Company's revenues for the second quarter of
         fiscal 1999 were up $2.6 million or 21.7% to $14.5 million compared
         with the same quarter a year ago. Restaurant sales for the second
         quarter of 1999 were up $2.4 million compared with the same quarter a
         year ago, to $14.1 million. The increase in restaurant sales is
         primarily due to the acquisition of La Senorita Restaurants, which was
         acquired on April 30, 1999. La Senorita contributed $1.4 million in
         restaurant sales in the second quarter of fiscal 1999. Five new stores
         were opened, one restaurant was acquired from a franchisee and one
         store was closed since the end of the second quarter of fiscal 1998.
         Total system sales at restaurants operating in both fiscal quarters
         (same-stores) decreased 1.2% over last year's same quarter.
         Company-owned same-store sales for the quarter were down 2.2%.
         Franchise-owned same-stores sales for the quarter were also down 0.1%.
         Due to new store development of higher volume Tortuga Coastal Cantina
         and La Senorita restaurants, company-owned average weekly unit sales
         increased 3.5%. La Senorita company-owned and franchise-owned same
         store sales were up 4.2% and 10.1%, respectively.

                  On a year-to-date basis, the Company's revenues were up $3.1
         million or 12.9% to $26.8 million compared with the same quarter a year
         ago. Year-to-date restaurant sales were up $2.9 million compared with
         the same period a year ago, to $26.1 million. Year-to-date total system
         same-store sales were down 0.6%. Company-owned same-store sales for the
         year-to-date period were down 0.9%. Franchise-owned same-stores sales
         for the year-to-date period were also down 0.1%. Year-to-date
         company-owned average weekly unit sales increased 3.1%. Year-to-date La
         Senorita company-owned and franchise-owned same store sales were up
         3.1% and 8.7%, respectively.

                  Costs and Expenses. Cost of sales, consisting primarily of

         food and beverage costs, but also includes paper and supplies,
         increased as a percentage of restaurant sales in the second quarter
         of 1999 to 27.9% as compared with 27.0% in the same quarter in 1998.
         The increase was primarily due to higher costs of sales associated
         with new store development and the higher average cost of sales of
         the Tortuga Coastal Cantina concept. Further, La Senorita's cost of
         sales was one percent higher than the Company's historical average.

                  On a year-to-date basis, cost of sales increased to 27.8% of
         restaurant sales compared with 27.1% in the same period a year ago.

                  Labor and other related expenses increased as a percentage of
         restaurant sales by 70 basis points to 34.2% in the second quarter of
         1999 as compared with 33.5% in the same quarter in 1998. The increase
         was primarily due to the higher labor cost associated with new store
         development.

                  On a year-to-date basis, labor and other related expenses
         increased 30 basis points to 33.8% as compared with 33.5% in the same
         period a year ago.

                  Restaurant operating expenses, which primarily includes rent,

            utilities, repair and maintenance and advertising, increased as a
         percentage of restaurant sales by 120 basis points to 21.6% in the
         second quarter of 1999 as compared with 20.4% in the same quarter in
         1998. Compared to the second quarter a year ago, rent expense increased
         approximately 200 basis points due to last year's $11.5 million sale
         and leaseback transaction which closed on June 30, 1998. Improvements
         in other restaurant operating expenses, however, mitigated the increase
         in rent expense. The increase in rent expense was partially offset by a
         reduction in interest and depreciation expense.

                  On a year-to-date basis, restaurant operating expenses
         increased 100 basis points to 21.9% as compared with 20.9% in the same
         period a year ago.

                  General and administrative expenses increased slightly as a
         percentage of total revenues by 10 basis points to 9.0% in the second
         quarter of 1999 as compared with 8.9% in the same quarter in 1998. The
         increase was primarily due to higher compensation and training expenses
         required for the acquisition of La Senorita and the resumption of new
         restaurant development.


                                       7
<PAGE>   8



                  On a year-to-date basis, general and administrative expenses
         increased as a percentage of total revenues by 50 basis points to 9.4%
         compared with 8.9% in the same period a year ago.

                  Depreciation and amortization expense decreased as a
         percentage of total revenues by 50 basis points to 2.2% in the second
         quarter of 1999 as compared with 2.7% in the same quarter in 1998. This
         decrease results primarily from the sale and leaseback transaction
         involving the sale and lease back of land, building and improvements of
         13 Company-owned restaurants. The leases are classified as operating
         leases.

                  On a year-to-date basis, depreciation and amortization
         decreased as a percentage of total revenue by 40 basis points to 2.5%
         compared with 2.9% in the same period a year ago.

                  Pre-open costs increased as a percentage of total revenue by
         10 basis points to 0.6% in the second quarter of 1999 as compared with
         0.5% in the same quarter in 1998. The increase was due to faster new
         store development as compared with the same period a year ago.

                  On a year-to-date basis, pre-open costs remained constant at
         0.5% compared with the same period a year ago.

                  Infrequently occurring (income) and expense consist of three
         items that increase operating income in the aggregate by $295,289. The
         Company sold one restaurant to the State of Texas (by eminent domain)
         for $1,150,000, resulting in a gain of $519,685. The Company recorded
         an impairment provision in the amount of $142,396 relating to the
         impairment of assets at closed restaurants. As part of the Company's
         decision to consolidate with a single outsourcing firm its accounting
         process, the Company settled its old outsourcing accounting contract
         for $82,000.

                  Other Income (Expense). Net other expense decreased as a
         percentage of total revenues by 100 basis points to 0.6% in the second
         quarter of 1999 compared with 1.6% in the same quarter a year ago. The
         improvement was primarily due to last year's $11.5 million sale and
         leaseback transaction, the proceeds of which were used to pay off
         long-term debt, thus reducing interest expense.

                  On a year-to-date basis, net other expense decreased as a
         percentage of total revenues by 100 basis points to 0.5% in the second
         quarter of 1999 compared with 1.5% in the same quarter a year ago.

                  Income Tax Expense. The Company's effective tax rate for the
         second quarter 1999 was 38.5%, comparable with the same quarter a year
         ago.

LIQUIDITY AND CAPITAL RESOURCES

                  Net cash provided by operating activities was $1.6 million for
         the 26 week period ended July 4, 1999, compared to $1.6 million for the
         same period last year. As of July 4, 1999, the Company had a working
         capital deficit of $1.7 million, which is common in the restaurant
         industry, since restaurant companies do not typically require a
         significant investment in either accounts receivable or inventory.

                  During the first 26 weeks of 1999, capital expenditures on
         property, plant and equipment were approximately $4.1 million as
         compared to $2.3 million for the same period in 1998. Capital
         expenditures included the remodeling of seven restaurants. No
         additional remodels are planned for the remainder of the fiscal year.
         One previously closed restaurant was reopened after a concept
         conversion (from a Casa Ole to a Monterey's Little Mexico), and two new
         restaurants opened during the 26 week period of 1999. Just after the
         second quarter ended, a third new restaurant was opened. The Company
         currently has two restaurant sites under construction, one of which is
         scheduled to open in the third quarter of fiscal 1999 and the other is
         scheduled to open in the fourth quarter of fiscal 1999. Additionally,
         the Company had cash outlays for necessary replacement of equipment and
         leasehold improvements in various older units. The Company estimates
         its capital expenditures for the remainder of the fiscal year will be
         approximately $4.1 million.



                                       8
<PAGE>   9



                  On April 30, 1999, the Company closed on its acquisition of La
         Senorita Restaurants. The Company paid approximately $4.1 million,
         including closing costs. The Company acquired the operations of five
         company-owned restaurants, a general partnership interest in a sixth
         restaurant, and the rights to the La Senorita franchise system.

                  The Company increased its revolving credit facility with Bank
         of America (formerly NationsBank) from $9.0 million to $10.0 million.
         The interest rate is either the prime rate or LIBOR plus a stipulated
         percentage. Accordingly, the Company is impacted by changes in the
         prime rate and LIBOR. The Company is subject to a non-use fee of 0.35%
         on the unused portion of the revolver from the date of the credit
         agreement. Within the terms of the credit agreement, the Company must
         meet certain financial covenants. Approximately $4.0 million of the
         revolver was used on April 30, 1999 for the acquisition of La Senorita
         Restaurants. The Company currently has $2.0 million available under the
         revolver.

                  The Company also has a $14.5 million forward commitment
         agreement with Franchise Finance Corporation of America ("FFCA"). At
         July 4, 1999, the Company had approximately $12.2 million available
         under the FFCA forward commitments.

                  The Company's management believes that the sale-leaseback
         forward commitments with FFCA, along with operating cash flow and the
         Company's revolving line of credit with Bank of America, will be
         sufficient to meet its operating requirements and to finance its
         expansion plans (exclusive of any acquisitions other than La Senorita)
         through the end of the 2000 fiscal year.

                  Year 2000. In 1998, the Company reached a decision to continue
         outsourcing its accounting processes. The new outsourcing group has set
         up an accounting department on the premises of the Company and has
         installed new computer hardware and software that is Year 2000 adapted.
         Further, the Company is in the process of updating its information and
         other systems to insure they are Year 2000 compliant. The Company also
         has initiated discussions with its significant suppliers and financial
         institutions to ensure that those parties have appropriate plans to
         remediate Year 2000 issues where their systems interface with the
         Company's systems or otherwise impact its operations. The Company is
         assessing the extent to which its operations are vulnerable should
         those organizations fail to remediate their computer systems properly.
         Although management believes that the Company's systems will be
         compliant on or before December 31, 1999, the most likely "worst case"
         scenario would be that the Company may not be able to process credit
         card transactions and/or experience delays in food and supply orders.
         In the interim, there are other manual procedures the Company could
         utilize in the event of a "worst case" scenario. All maintenance and
         modification costs are expensed as incurred, while the cost of new
         computer hardware and software, if material, is being capitalized and
         depreciated over its expected useful life. The cost of the Year 2000
         compliance program is not anticipated to be greater than $50,000 or to
         have a material adverse effect on its financial position or results of
         operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                  The Company does not have or participate in transactions
         involving derivative, financial and commodity instruments. The
         Company's long-term debt bears interest at floating market rates. Based
         on amount outstanding at July 4, 1999, a 1% change in interest rates
         would change interest expense by $40,150.



                                       9
<PAGE>   10

<TABLE>
<CAPTION>

                           PART II - OTHER INFORMATION

<S>          <C>
ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

          (a) EXHIBITS

          Exhibit
          Number                    Document Description
          -------                   --------------------

          27.1                      Financial Data Schedule
</TABLE>

          (b) REPORTS ON FORM 8-K

                  The Company filed a report on Form 8-K during its second
fiscal quarter to report its acquisition of the La Senorita Restaurants
operations.


                                       10
<PAGE>   11





SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


MEXICAN RESTAURANTS, INC.

Dated:  August 17, 1999                              By:  /s/ Louis P. Neeb
                                                          ----------------------
Louis P. Neeb
Chairman of the Board & Chief Executive Officer
(Principal Executive Officer)


Dated: August 17, 1999                               By:  /s/ Andrew J. Dennard
                                                          ----------------------
Andrew J. Dennard
Vice President, Chief Financial Officer & Treasurer
(Principal Financial Officer and
Principal Accounting Officer)


                                       11
<PAGE>   12


                               INDEX TO EXHIBITS

         EXHIBIT
         NUMBER                   DESCRIPTION

          27.1              Financial Data Schedule

<TABLE> <S> <C>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-03-1999
<PERIOD-START>                             APR-05-1999
<PERIOD-END>                               JUL-04-1999
<CASH>                                         214,947
<SECURITIES>                                         0
<RECEIVABLES>                                  533,502
<ALLOWANCES>                                  (30,000)
<INVENTORY>                                    657,792
<CURRENT-ASSETS>                             1,854,586
<PP&E>                                      23,026,933
<DEPRECIATION>                               5,028,359
<TOTAL-ASSETS>                              30,029,560
<CURRENT-LIABILITIES>                        3,547,170
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        47,327
<OTHER-SE>                                  14,664,813
<TOTAL-LIABILITY-AND-EQUITY>                30,029,560
<SALES>                                     14,123,991
<TOTAL-REVENUES>                            14,543,445
<CGS>                                        3,938,103
<TOTAL-COSTS>                                9,579,784
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             150,514
<INCOME-PRETAX>                              1,231,224
<INCOME-TAX>                                   472,599
<INCOME-CONTINUING>                            758,625
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   758,625
<EPS-BASIC>                                       0.21
<EPS-DILUTED>                                     0.21


</TABLE>


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