<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 2, 2000
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)
<TABLE>
<CAPTION>
<S> <C>
TEXAS 76-0493269
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
1135 EDGEBROOK, HOUSTON, TEXAS 77034-1899
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
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 10, 2000: 3,541,705 SHARES OF COMMON STOCK, PAR VALUE $.01.
<PAGE> 2
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MEXICAN RESTAURANTS, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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<CAPTION>
ASSETS 7/2/00 1/2/00
------------- ------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 285,485 $ 743,935
Royalties receivable 170,602 42,660
Other receivables 686,147 448,468
Inventory 756,487 701,195
Taxes receivable 220,693 120,427
Prepaid expenses and other current assets 577,253 522,379
------------- ------------
Total current assets 2,696,667 2,579,064
------------- ------------
Property, plant and equipment 24,483,052 23,360,615
Less accumulated depreciation (6,531,445) (5,879,908)
------------- ------------
Net property, plant and equipment 17,951,607 17,480,707
Deferred tax assets 1,267,873 1,390,873
Property held for resale 1,100,000 1,100,000
Other assets 8,348,676 8,492,657
------------- ------------
$ 31,364,823 $ 31,043,301
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ - $ -
Accounts payable 1,656,614 2,422,503
Accrued sales and liquor taxes 166,659 175,932
Accrued payroll and taxes 1,345,319 877,085
Accrued expenses 476,618 587,116
------------- ------------
Total current liabilities 3,645,210 4,062,636
------------- ------------
Long-term debt, net of current portion 9,310,000 8,963,320
Other liabilities 441,949 372,571
Deferred gain 3,162,834 3,252,440
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 20,121,076 20,537,076
Retained earnings 5,930,495 5,157,931
Deferred compensation (209,068) -
Treasury stock, cost of 1,191,000 and 1,135,000 shares,
respectively (11,085,000) (11,350,000)
------------- ------------
Total stockholders' equity 14,804,830 14,392,334
------------- ------------
$ 31,364,823 $ 31,043,301
============= ============
</TABLE>
2
<PAGE> 3
MEXICAN RESTAURANTS, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
13-WEEK 13-WEEK 26-WEEK 26-WEEK
PERIOD ENDED PERIOD ENDED PERIOD ENDED PERIOD ENDED
07/02/00 07/04/99 07/02/00 07/04/99
------------ -------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Restaurant sales $ 15,733,686 $ 14,123,991 $ 31,279,153 $ 26,060,785
Franchise fees and royalties 315,737 370,446 657,576 621,929
Other 20,266 49,008 25,668 118,611
------------ -------------- ------------- -------------
16,069,689 14,543,445 31,962,397 26,801,325
------------ -------------- ------------- -------------
Costs and expenses:
Cost of sales 4,438,103 3,938,103 8,848,550 7,250,271
Labor 5,244,525 4,824,585 10,458,584 8,812,806
Restaurant operating expenses 3,689,235 3,044,315 7,245,605 5,706,749
General and administrative 1,403,133 1,301,677 2,777,726 2,511,878
Depreciation and amortization 522,457 322,057 1,018,457 681,763
Pre-open costs 131 87,150 51,032 137,201
Asset impairments and restaurant closing costs - 142,396 - 142,396
------------ -------------- ------------- -------------
15,297,584 13,660,283 30,399,954 25,243,064
Infrequently occuring income (expense) items, net - 437,685 - 437,685
------------ -------------- ------------- -------------
Operating income 772,105 1,320,847 1,562,443 1,995,946
------------ -------------- ------------- -------------
Other income (expense):
Interest income - 4,177 4,416 11,459
Interest expense (208,740) (150,514) (413,638) (206,127)
Other, net 6,614 56,714 5,343 71,616
------------ -------------- ------------- -------------
(202,126) (89,623) (403,879) (123,052)
------------ -------------- ------------- -------------
Income before income tax expense 569,979 1,231,224 1,158,564 1,872,894
Income tax expense 180,000 472,599 386,000 719,964
------------ -------------- ------------- -------------
Net income $ 389,979 $ 758,625 $ 772,564 $ 1,152,930
============ ============== ============= =============
Basic and diluted income per share $ 0.11 $ 0.21 $ 0.21 $ 0.32
============ ============== ============= =============
Weighted average number of shares (diluted) 3,620,041 3,604,148 3,620,881 3,599,316
============ ============== ============= =============
</TABLE>
3
<PAGE> 4
MEXICAN RESTAURANTS, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
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<CAPTION>
26-WEEK PERIODS ENDED
-----------------------
7/2/00 7/4/99
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 772,564 $1,152,930
Adjustments to reconcile net income to net cash provided
by operating activities:
Deferred compensation 14,932 --
Depreciation and amortization 1,018,457 681,763
Deferred gain amortization (125,746) (127,049)
Deferred taxes 123,000 --
(Gain) loss on sale of fixed assets 9,671 (519,685)
Asset impairments -- 142,396
Changes in assets and liabilities:
Royalties receivable (127,942) (26,991)
Other receivables (237,679) (125,464)
Income tax receivable/payable (100,266) 360,090
Inventory (55,292) (198,532)
Prepaid and other current assets (66,141) 85,867
Other assets (26,652) (211,675)
Accounts payable (765,889) 342,537
Accrued expenses and other liabilities 348,463 80,163
Other liabilities 105,518 --
---------- ----------
Total adjustments 114,434 483,420
---------- ----------
Net cash provided by operating activities 886,998 1,636,350
---------- ----------
Cash flows from investing activities:
Payment for purchase of acquisition, net of cash
acquired -- (4,132,945)
Purchase of property, plant and equipment (1,493,527) (4,097,914)
Proceeds from sale of property, plant and equipment 176,399 1,186,609
---------- ----------
Net cash provided by (used in) investing activities (1,317,128) (7,044,250)
---------- ----------
Cash flows from financing activities:
Net borrowings under line of credit 346,680 5,160,000
Purchase of treasury stock (375,000) --
---------- ----------
Net cash provided by (used in) financing activities (28,320) 5,160,000
---------- ----------
---------- ----------
Decrease in cash and cash equivalents (458,450) (247,900)
---------- ----------
Cash and cash equivalents at beginning of period 743,935 462,847
---------- ----------
Cash and cash equivalents at end of period $ 285,485 $ 214,947
========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the period:
Interest $ 404,695 $ 206,715
Income Taxes $ 364,960 $ 597,339
Non-cash investing and financing activity:
Insurance of restricted stock $ 224,000 $ --
</TABLE>
4
<PAGE> 5
MEXICAN RESTAURANTS, INC. AND CONSOLIDATED SUBSIDIARIES
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 2, 2000, and the consolidated statements
of income and cash flows for the 26-week and 13-week periods ended July
2, 2000 and July 4, 1999. The consolidated statements of income for the
26-week and 13-week period ended July 2, 2000 is 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.
Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities ("SFAS
133"), was issued by the Financial Accounting Standards Board in June
1998. SFAS 133 standardizes the accounting for derivative instruments,
including certain derivative instruments embedded in other contracts.
Under the standard, entities are required to carry all derivative
instruments in the statement of financial position at fair value. The
Company will adopt SFAS 133 beginning in fiscal year 2001. The Company
does not expect the adoption of SFAS 133 to have a material effect on
its financial condition or results of operation because the Company
does not enter into derivative or other financial instruments for
trading or speculative purposes nor does the Company use or intend to
use derivative financial instruments or derivative commodity
instruments.
In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44, Accounting for Certain Transactions Involving
Stock Compensation: An Interpretation of APB Opinion No. 25. Among
other issues, Interpretation No. 44 clarifies the application of
Accounting Principles Board Opinion No. 25 regarding (a) the definition
of employee for the purposes of applying this opinion; (b) the criteria
for determining whether a plan qualifies as a noncompensatory plan; (c)
the accounting consequence of various modifications to the terms of a
previously fixed stock option or award; and (d) the accounting for an
exchange of stock compensation awards in a business combination. The
provisions of Interpretation No. 44 affecting the Company are to be
applied on a prospective basis effective July 1, 2000.
3. 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 partnership interest in a sixth
restaurant, and the rights to the La Senorita franchise system. The
purchase price was approximately $4.1 million in cash which was
financed under the Company's credit facility.
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 15 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.
5
<PAGE> 6
<TABLE>
<CAPTION>
26-WEEKS 26-WEEKS
ENDED ENDED
7/02/00 7/04/99
<S> <C> <C>
Revenues...................................................................$31,962,397 $29,262,004
Net Income.................................................................$ 772,564 $ 1,172,172
Diluted income per share...................................................$ 0.21 $ 0.33
</TABLE>
The pro forma information does not purport to be indicative of
results of operations that 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:
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<S> <C>
Working Capital............................................................$ 37,000
Furniture, Fixtures & Equipment............................................$ 1,216,000
Goodwill...................................................................$ 2,830,000
Other......................................................................$ 50,000
-------------
$ 4,133,000
</TABLE>
4. NET INCOME (LOSS) PER COMMON SHARE
Basic income per share is based on the weighted average shares
outstanding without any dilutive effects considered. Diluted income per
share reflects dilution from all contingently issuable shares,
including options and warrants. Stock options and warrants outstanding
at July 2, 2000 and July 4, 1999 of 909,270 and 887,770 shares,
respectively, were not considered in the computation of net income per
common share because the effect of their inclusion would have been
antidilutive.
5. Acquisition of Treasury Stock
On June 1, 2000 the Company repurchased 120,000 of its common
shares in negotiated transactions with non-affiliated shareholders for
an aggregate consideration of $375,000. The repurchased shares were
placed in the treasury for general corporate purposes.
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 2, 2000, 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 2000 were up $1.5 million or 10.5% to $16.1 million compared
with the same quarter a year ago. Restaurant sales for the second
quarter of 2000 were up $1.6 million compared with the same quarter a
year ago, to $15.7 million. La Senorita, which was acquired on April
30, 1999, contributed $0.5 million in additional restaurant sales in
the second quarter of fiscal 2000. Three new restaurants were opened,
one restaurant was converted from a Casa Ole to a Tortuga Coastal
Cantina and two restaurants were closed since the end of the second
quarter of fiscal 1999. Total system sales at restaurants operating in
both fiscal quarters (same-stores) increased 1.85% over last year's
same quarter. Company-owned same-store sales for the quarter increased
2.7%. Franchise-owned same-stores sales for the quarter increased 0.9%.
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 5.1%.
On a year-to-date basis, the Company's revenues were up $5.2
million or 19.3% to $32.0 million compared with the same quarter a year
ago. Year-to-date restaurant sales were up $5.2 million compared with
the same period a year ago, to $31.3 million. Year-to-date total system
same-store sales were up 2.5%. Company-owned same-store sales for the
year-to-date period were up 3.1%. Franchised-owned same-store sales for
the year-to-date period were up 1.9%. Year-to-date company-owned
average weekly unit sales increased 8.0%.
Costs and Expenses. Cost of sales, consisting primarily of
food and beverage costs, but also including paper and supplies,
increased as a percentage of restaurant sales in the second quarter of
2000 to 28.2% as compared with 27.9% in the same quarter in 1999. The
increase was primarily due to higher costs of sales associated with La
Senorita and with the non-core stores located in Idaho. Historically,
the La Senorita chain has higher cost of sales than the Company's
pre-acquisition average cost of sales. Also, new restaurants that have
been open a year or less have higher than average costs of sales. As
these restaurants mature, their costs of sales should improve. Although
cheese costs were down compared with the same quarter a year ago, beef
costs were higher.
On a year-to-date basis, cost of sales increased to 28.3% of
restaurant sales compared with 27.8% in the same period a year ago. The
increase was primarily due to the same factors discussed above.
Labor and other related expenses decreased as a percentage of
restaurant sales by 80 basis points to 33.3% in the second quarter of
2000 as compared with 34.2% in the same quarter in 1999. The decrease
was primarily due to La Senorita restaurants, improving 50 basis
points, and the new Tortuga Coastal Cantina restaurants (that opened
during 1999), improving 570 basis points.
On a year-to-date basis, labor and other related expenses
decreased 40 basis points to 33.4% as compared with 33.8% in the same
period a year ago. The decrease was primarily due to Tortuga Coastal
Cantina restaurants (that opened during 1999), improving 390 basis
points. Also, workers compensation and group insurance expenses were
lower relative to the same period a year ago.
Restaurant operating expenses, which primarily includes rent,
property taxes, utilities, repair and maintenance, liquor taxes and
advertising, increased as a percentage of restaurant sales by 180 basis
points to 23.4% in the second quarter of 2000 as compared with 21.6% in
the same quarter in 1999. The increase was primarily due to increased
advertising expense (same-store sales increased 2.7%), higher repair and
maintenance expenses, and higher rent expenses.
On a year-to-date basis, restaurant operating expenses
increased 120 basis points to 23.2% as compared with 21.9% in the same
period a year ago. The increase was primarily due to the same factors
discussed above.
7
<PAGE> 8
General and administrative expenses decreased as a percentage
of total revenues by 30 basis points to 8.7% in the second quarter of
2000 as compared with 9.0% in the same quarter in 1999. The decrease
was primarily due to the absorption of general and administrative
expenses over a larger revenue base.
On a year-to date basis, general and administrative expenses
decreased as a percentage of total revenues by 70 basis points to 8.7%
compared with 9.4% in the same period a year ago. The decrease was
primarily due to the absorption of general and administrative expenses
over a larger revenue base.
Depreciation and amortization expense increased as a
percentage of total revenues by 100 basis points to 3.3% in the second
quarter of 2000 as compared with 2.2% in the same quarter in 1999. The
increase was primarily due to the La Senorita acquisition. Further,
four new restaurants were opened since the end of the second quarter of
fiscal 1999.
On a year-to-date basis, depreciation and amortization
increased as a percentage of total revenue by 70 basis points to 3.2 %
compared with 2.5% in the same period a year ago. The increase was
primarily due to the same factors discussed above.
Pre-opening costs decreased as a percentage of total revenue
by 60 basis points to 0.0% in the second quarter of 2000 compared with
0.6% in the same quarter in 1999. No restaurants were opened during the
second quarter.
The Company recorded no asset impairments during the second
quarter of fiscal year 2000. During the second quarter a year ago, the
Company recorded an impairment provision in the amount of $142,396
relating to the impairment of assets at closed restaurants.
There were no infrequently occuring (income) and expense items
during the current fiscal year. Last year's infrequently occuring
(income) and expense consist of two items that increase operating
income in the aggregate by $437,684. The Company sold one restaurant to
the State of Texas (by eminent domain) for $1,150,000, resulting in a
gain of $519,685. 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) increased
60 basis points to 1.3% in the second quarter of 2000 as compared with
0.6% in the same quarter in 1999. The increase was primarily due to
interest expense, which increased $58,226. Additional interest expense
has been incurred due to new restaurant development and the acquisition
of La Senorita.
On a year-to-date basis, net other income (expense) increased
80 basis points to 1.3% compared with 0.5% in the same period a year
ago. The increase was primarily due to the same factors discussed
above.
Income Tax Expense. The Company's effective tax rate for the
second quarter 2000 was 31.5% compared with 38.4% the same quarter a
year ago. The decrease in the effective tax rate is primarily due to
the Company's utilization of the Workers Opportunity Tax Credit.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $886,998 for the
26 week period ended July 2, 2000, compared to $1.6 for the same period
last year. As of July 2, 2000, the Company had a working capital
deficit of $1.0 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 2000, capital expenditures on
property, plant and equipment were approximately $1.5 million as
compared to $4.1 million for the same period in 1999. Capital
expenditures included the remodeling of three restaurants. The Company
plans to remodel the La Senorita restaurants in the second half of the
fiscal year. One previously closed restaurant was
8
<PAGE> 9
reopened after a concept conversion from a Casa Ole to a Tortuga
Coastal Cantina. One new restaurant is currently under construction and
should open during the fourth quarter. 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.
The Company has a $10.0 million credit facility with Bank of
America. The interest rate is either the prime rate or LIBOR plus a
range of stipulated percentages. Accordingly, the Company is impacted
by changes in the prime rate and LIBOR. The Company is subject to a
non-use fee (ranging from 0.25% to 0.5%) on the unused portion of the
revolver from the date of the credit agreement. As of July 2, 2000, the
Company had $9.3 million outstanding on the revolving line of credit.
The acquisition of La Senorita, which closed on April 30, 1999, used
approximately $4.0 million of the revolving line. The balance was used
for new restaurant construction, remodeling and other working capital
needs. The Company anticipates that debt will decline approximately
$1.0 million by the end of this fiscal year. The maturity date of the
credit facility is July 15, 2002; however, the credit facility will be
reduced by $500,000 on December 31, 2000 and $1.0 million on December
31, 2001.
The Company also has a $9.8 million forward commitment
agreement with Franchise Finance Corporation of America ("FFCA"). At
July 2, 2000, the Company had approximately $9.8 million available
under the FFCA forward commitments.
The Company's management believes that the 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) through the end of the 2000 fiscal year.
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 2, 2000, a 1% change in interest rates
would change interest expense by $25,000.
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
(b) Reports on Form 8-K
The Company filed a report on Form 8-K
during its second fiscal quarter to report
its repurchase of 120,000 shares of its
common stock and to announce the appointment
of its president, Curt Glowacki, to the
additional position of chief executive
officer and election to the board of
directors.
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: July 25, 2000 By: /s/ Curt Glowacki
Curt Glowacki ----------------------
Chief Executive Officer
(Principal Executive Officer)
Dated: July 25, 2000 By: /s/ Andrew J. Dennard
Andrew J. Dennard ----------------------
Vice President, Chief Financial Officer & Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
11
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EXHIBIT INDEX
Exhibit
Number Document Description
-------- ---------------------
27.1 Financial Data Schedule
