MEXICAN RESTAURANTS INC
10-Q, 1999-11-17
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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 OCTOBER 3, 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 November 8, 1999: 3,597,705 SHARES OF COMMON STOCK, PAR VALUE $.01.



<PAGE>   2


                        PART 1 - FINANCIAL INFORMATION

Item 1Financial Statements

                           Mexican Restaurants, Inc.

                          Consolidated Balance Sheets

<TABLE>
<CAPTION>
ASSETS                                                       10/3/99               1/3/99
                                                       -------------       --------------
                                                         (Unaudited)
<S>                                                    <C>                 <C>
Current assets:
   Cash and cash equivalents                           $     189,069       $      462,847
   Royalties receivable                                       93,067               70,711
   Other receivables                                         557,402              280,335
   Inventory                                                 672,406              459,260
   Taxes receivable                                            6,593              547,272
   Prepaid expenses and other current assets                 499,130              383,365
                                                       -------------       --------------
      Total current assets                                 2,017,667            2,203,790
                                                       -------------       --------------

Property, plant and equipment                             23,812,727           18,568,632
   Less accumulated depreciation                           5,208,818            4,526,005
                                                       -------------       --------------
      Net property, plant and equipment                   18,603,909           14,042,627
Deferred tax assets                                          747,104              795,229
Other assets                                               9,498,643            6,379,332
                                                       -------------       --------------
                                                       $  30,867,323       $   23,420,978
                                                       =============       ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current installments of long-term debt              $         -         $          -
   Accounts payable                                        1,956,855            1,454,794
   Accrued sales and liquor taxes                            334,236              293,743
   Accrued payroll and taxes                               1,096,433              803,256
   Accrued expenses                                          491,123              699,437
                                                       -------------       --------------
      Total current liabilities                            3,878,647            3,251,230
                                                       -------------       --------------

Long-term debt, net of current portion                     8,070,000            2,870,000
Other liabilities                                            358,070              234,864
Deferred gain                                              3,315,965            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                                       6,010,238            4,324,807
   Treasury stock, cost of 1,135,000 shares              (11,350,000)         (11,350,000)
                                                       -------------       --------------
      Total stockholders' equity                          15,244,641           13,559,210
                                                       -------------       --------------

                                                       $  30,867,323       $   23,420,978
                                                       =============       ==============
</TABLE>

                                       2
<PAGE>   3
                           Mexican Restaurants, Inc.

                       Consolidated Statements of Income
                                  (Unaudited)



<TABLE>
<CAPTION>
                                                              13-Week           13-Week           39-Week         39-Week
                                                           Period Ended      Period Ended      Period Ended     Period Ended
                                                             10/03/99          09/27/98          10/03/99         09/27/98
                                                          --------------    --------------    --------------    -------------
<S>                                                      <C>               <C>               <C>               <C>
 Revenues:
   Restaurant sales                                       $   15,408,110    $   11,561,378    $   41,468,895    $  34,758,437
   Franchise fees and royalties                                  343,592           262,585           965,521          782,576
   Other                                                          31,041            12,669           149,652           29,610
                                                          --------------    --------------    --------------    -------------
                                                              15,782,743        11,836,632        42,584,068       35,570,623
                                                          --------------    --------------    --------------    -------------

 Costs and expenses:
   Cost of sales                                               4,406,606         3,188,867        11,656,877        9,464,030
   Labor                                                       5,174,144         3,787,316        13,986,950       11,568,666
   Restaurant operating expenses                               3,468,365         2,670,493         9,175,114        7,526,042
   General and administrative                                  1,199,055         1,016,160         3,710,933        3,117,399
   Depreciation and amortization                                 443,538           303,735         1,125,301          987,362
   Pre-open costs                                                107,571           102,401           244,772          231,312
                                                          --------------    --------------    --------------    -------------
                                                              14,799,279        11,068,972        39,899,947       32,894,812

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

                                                          --------------    --------------    --------------    -------------
     Operating income                                            983,464           767,660         2,979,410        2,675,811
                                                          --------------    --------------    --------------    -------------

 Other income (expense):
   Interest income                                                 3,121             9,826            14,580           21,593
   Interest expense                                             (128,529)           12,172          (334,656)        (417,753)
   Other, net                                                      7,800            31,878            79,416           83,755
                                                          --------------    --------------    --------------    -------------
                                                                (117,608)           53,876          (240,660)        (312,405)
                                                          --------------    --------------    --------------    -------------

 Income before income tax expense and extraordinary item         865,856           821,536         2,738,750        2,363,406
 Income tax expense                                              333,355           316,291         1,053,319          918,429
                                                          --------------    --------------    --------------    -------------

 Income before extraordinary item                                532,501           505,245         1,685,431        1,444,977


 Extraordinary item                                                  -                   -                 -           39,975
                                                          --------------    --------------    --------------    -------------
     Net income                                           $      532,501    $      505,245    $    1,685,431    $   1,484,952
                                                          ==============    ==============    ==============    =============


 Basic and diluted income per share
     (before extraordinary item)                          $         0.15    $         0.14    $         0.47    $        0.40
                                                          --------------    --------------    --------------    -------------
 Basic and diluted income per share (extraordinary item)  $          -      $          -      $          -      $        0.01
                                                          --------------    --------------    --------------    -------------
 Basic and diluted  income per share                      $         0.15    $         0.14    $         0.47    $        0.41
                                                          --------------    --------------    --------------    -------------

 Weighted average number of shares (diluted)                   3,609,293         3,604,827         3,602,213        3,604,777
                                                          ==============    ==============    ==============    =============
</TABLE>

                                       3


<PAGE>   4

                           Mexican Restaurants, Inc.

                     Consolidated Statements of Cash Flows
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                                  39-Week Periods Ended
                                                                               10/3/99              9/27/98
                                                                          --------------      ----------------
<S>                                                                      <C>                 <C>
Cash flows from operating activities:
   Net income                                                             $    1,685,431      $      1,484,952
   Adjustments to reconcile net income to net cash
      provided by operating activities:
      Depreciation and amortization                                            1,125,301             1,218,675
      Deferred gain amortization                                                (189,709)              (59,185)
      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                                                       (22,356)               35,986
      Receivable from affiliates                                                    -                   13,000
      Other receivables                                                         (277,067)             (236,121)
      Income tax receivable/payable                                              540,679             1,623,772
      Inventory                                                                 (213,146)                1,168
      Prepaids and other current assets                                         (125,800)              (34,460)
      Accounts payable                                                           502,061                83,201
      Accrued expenses and other liabilities                                     248,561              (704,961)
      Other assets                                                              (137,835)                5,777
                                                                          --------------      ----------------
         Total adjustments                                                     1,073,400               533,182
                                                                          --------------      ----------------
         Net cash provided by operating activities                             2,758,831             2,018,134
                                                                          --------------      ----------------


Cash flows from investing activities:
   Payment for purchase of acquisition, net of cash acquired                  (4,209,846)                -
   Purchase of property, plant and equipment                                  (5,209,372)           (4,448,230)
   Proceeds from sale of property, plant and equipment                         1,186,609            11,360,632
                                                                          --------------      ----------------
         Net cash used in investing activities                                (8,232,609)            6,912,402
                                                                          --------------      ----------------

Cash flows from financing activities:
   Net borrowings under line of credit agreement                               5,200,000             1,297,153
   Payments of notes payable                                                           0           (10,569,024)
                                                                          --------------      ----------------
         Net cash used in financing activities                                 5,200,000            (9,271,871)
                                                                          --------------      ----------------

         Decrease in cash and cash equivalents                                  (273,778)             (341,335)
Cash and cash equivalents at beginning of period                                 462,847               986,024
                                                                          --------------      ----------------
Cash and cash equivalents at end of period                                $      189,069      $        644,689
                                                                          ==============      ================

Supplemental disclosure of cash flow information:
   Cash paid during the period:
      Interest                                                            $      345,655      $        645,777
      Income taxes                                                        $      679,463      $        528,636
   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 October 3, 1999, and the
           consolidated statements of income and cash flows for the 39-week and
           13-week periods ended October 3, 1999 and September 27, 1998. The
           consolidated statements of income for the 39-week and 13-week
           periods ended October 3, 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.

                     Future minimum lease payments under the non-cancelable
                     operating lease are:
                               1999........................$   273,125
                               2000........................$ 1,114,350
                               2001........................$ 1,136,200
                               2002........................$ 1,158,924
                               2003........................$ 1,181,648
                               Thereafter..................$12,465,557
                                                           -----------
                                                           $17,329,804
                                                           ===========

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.

                                                39-WEEKS          39-WEEKS
                                                  ENDED             ENDED
                                                 10/03/99          9/27/98

           Revenues............................$44,947,471       $41,702,507
           Net Income..........................$ 1,750,982       $ 1,774,581
           Diluted income per share............$      0.49       $      0.49

                     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.

                     Allocation of purchase price for La Senorita is as
                     follows:

           Working Capital.....................................$    149,902
           Furniture, Fixtures & Equipment.....................$  1,209,214
           Goodwill............................................$  2,640,328
           Other...............................................$    210,402
                                                               ------------
                                                               $  4,209,846

6          INFREQUENT ITEMS

                     The 39week period ended October 3, 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 one of
           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 third quarter of
           fiscal 1999 were up $3.9 million or 33.3% to $15.8 million compared
           with the same quarter a year ago. Restaurant sales for the third
           quarter of 1999 were up $3.8 million compared with the same quarter
           a year ago, to $15.4 million. La Senorita, which was acquired on
           April 30, 1999, contributed $2.2 million in restaurant sales in the
           third quarter of fiscal 1999. Six new restaurants were opened, one
           restaurant was acquired from a franchisee and two restaurants were
           closed (leases expired) since the end of the third 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 decreased 2.5%.
           Franchise-owned same-stores sales for the quarter increased 0.4%.
           Due to the Company's focus on its development of higher volume
           Tortuga Coastal Cantina and La Senorita restaurants, company-owned
           average weekly unit sales increased 9.3%.

                     On a year-to-date basis, the Company's revenues were up
           $7.0 million or 19.7% to $42.6 million compared with the same
           quarter a year ago. Year-to-date restaurant sales were up $6.7
           million compared with the same period a year ago, to $41.5 million.
           Year-to-date total system same-store sales decreased 0.4%.
           Company-owned same-store sales for the year-to-date period decreased
           2.7%. Franchise-owned same-store sales for the year-to-date period
           increased 2.2%.
           Year-to-date company-owned average weekly unit sales increased 5.5%.

                    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 third quarter
           of 1999 to 28.6% as compared with 27.6% in the same quarter in 1998.
           The increase was primarily due to higher costs of sales associated
           with new store development, the acquisition of La Senorita and the
           non core stores located in Idaho (3) and Tennessee (1). Moreover,
           cheese and produce costs were higher in the third quarter of 1999
           compared with the same quarter in 1998.

                    On a year-to-date basis, cost of sales increased to 28.1%
           of restaurant sales compared with 27.2% in the same period a year
           ago. The increase was primarily due to the same factors discussed
           above.

                    Labor and other related expenses increased as a percentage
           of restaurant sales by 80 basis points to 33.6% in the third quarter
           of 1999 as compared with 32.8% in the same quarter in 1998. Again,
           the increase was primarily due to higher labor associated with new
           store development, the acquisition of La Senorita and the non core
           stores located in Idaho (3) and Tennessee (1).

                    On a year-to-date basis, labor and other related expenses
           increased 40 basis points to 33.7% as compared with 33.3% in the
           same period a year ago. The increase was primarily due to the same
           factors discussed above.

                     Restaurant operating expenses, which primarily includes
         rent, property taxes, utilities, repair and maintenance and
         advertising, decreased as a percentage of restaurant sales by 60 basis
         points to 22.5% in the third quarter of 1999 as compared with 23.1% in
         the same quarter in 1998. The decrease was primarily due to
         advertising, couponing and utilities, offset by higher property taxes.

                     On a year-to-date basis, restaurant operating expenses
         increased 40 basis points to 22.1% as compared with 21.7% in the same
         period a year ago. The increase was primarily due to last year's $11.5
         million sale and leaseback transaction (closed on June 30, 1998) which
         increased rent expense. 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.

                     General and administrative expenses decreased as a
           percentage of total revenues by 100 basis points to 7.6% in the
           third quarter of 1999 as compared with 8.6% in the same quarter in
           1998. The decrease was primarily due to an adjustment to bonuses
           accrued in the earlier quarters. The prior year's third quarter
           included a $60,000 one time recovery of previously taken special
           charges. Without the

                                       7
<PAGE>   8
           bonus and special charges adjustments, general and administrative
           expenses as a percentage of total revenue would have been 8.5% for
           the third quarter 1999 and 9.1% for the third quarter 1998.

                     On a year-to-date basis, general and administrative
           expenses decreased as a percentage of total revenues by 10 basis
           points to 8.7% compared with 8.8% in the same period a year ago.

                     Depreciation and amortization expense increased as a
           percentage of total revenues by 30 basis points to 2.8% in the third
           quarter of 1999 as compared with 2.5% in the same quarter in 1998.

                     On a year-to-date basis, depreciation and amortization
           decreased as a percentage of total revenue by 20 basis points to
           2.6% compared with 2.8% in the same period a year ago. 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.

                     Pre-open costs decreased as a percentage of total revenue
           by 20 basis points to 0.7% in the third  quarter of 1999 compared
           with 0.9% in the same quarter in 1998.

                     On a year-to-date basis, pre-open costs remained constant
           at 0.6% compared with the same period a year ago.

                     On a year-to-date basis, 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 income (expense)
           decreased from income to an expense on a comparable basis with the
           third quarter a year ago. The change from income to expense 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. Since the third quarter of
           1998, new interest expense has been incurred due to new restaurant
           development and the acquisition of La Senorita.

                      On a year-to-date basis, net other expense decreased as a
           percentage of total revenues by 30 basis points to 0.6% in the third
           quarter of 1999 compared with 0.9% in the same quarter a year ago.
           The decrease was primarily due to the same factors discussed above.

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

LIQUIDITY AND CAPITAL RESOURCES

                     Net cash provided by operating activities was $2.8 million
           for the 39 week period ended October 3, 1999, compared to $2.0
           million for the same period last year. As of October 3, 1999, the
           Company had a working capital deficit of $1.9 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 39 weeks of 1999, capital expenditures on
           property, plant and equipment were approximately $5.2 million as
           compared to $4.5 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
           another concept conversion is under construction and will reopen in
           the first quarter of fiscal year 2000. Four new restaurants opened
           during the 39 week period of 1999. Just after the third quarter
           ended, a fifth new restaurant was opened. No new

                                       8
<PAGE>   9
           restaurants are currently under construction, but the Company has
           secured the sites for two new restaurants and is currently under
           negotiations on another site. 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 $1.5 million.

                     On April 30, 1999, the Company closed on its acquisition
           of La Senorita Restaurants. The Company paid approximately $4.2
           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 $1.9 million available under the revolver.

                     The Company also has a $14.5 million forward commitment
           agreement with Franchise Finance Corporation of America ("FFCA"). At
           October 3, 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 October 3, 1999, a 1% change in
           interest rates would change interest expense by $40,150.


                                 9
<PAGE>   10



                     PART II - OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (A)    EXHIBITS

                  Exhibit
                  Number             Document Description
                  ------             --------------------
                  27.1               Financial Data Schedule



                                 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:  November 15, 1999                             By: /s/ LOUIS P. NEEB
Louis P. Neeb                                         -------------------------
Chairman of the Board
& Chief Executive Officer
 (Principal Executive Officer)


Dated:  November 15, 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

                           EXHIBIT INDEX


                  Exhibit
                  Number             Document Description
                  ------             --------------------
                  27.1               Financial Data Schedule

<TABLE> <S> <C>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-02-2000
<PERIOD-START>                             JUL-05-1999
<PERIOD-END>                               OCT-03-1999
<CASH>                                         189,069
<SECURITIES>                                         0
<RECEIVABLES>                                  680,469
<ALLOWANCES>                                  (30,000)
<INVENTORY>                                    672,406
<CURRENT-ASSETS>                             2,017,667
<PP&E>                                      23,812,727
<DEPRECIATION>                               5,208,818
<TOTAL-ASSETS>                              30,867,323
<CURRENT-LIABILITIES>                        3,878,647
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        47,327
<OTHER-SE>                                  15,197,314
<TOTAL-LIABILITY-AND-EQUITY>                30,867,323
<SALES>                                     15,408,110
<TOTAL-REVENUES>                            15,782,743
<CGS>                                        4,406,606
<TOTAL-COSTS>                               10,392,673
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             128,529
<INCOME-PRETAX>                                865,856
<INCOME-TAX>                                   333,355
<INCOME-CONTINUING>                            532,501
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   532,501
<EPS-BASIC>                                        .15
<EPS-DILUTED>                                      .15


</TABLE>


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