SPAGHETTI WAREHOUSE INC
10-Q, 1998-02-11
EATING PLACES
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

(MARK ONE)

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

     For the Quarterly period ended December 28, 1997

                                       OR

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

     For the transition period from                 to
                                    --------------     -------------
     Commission file number: 1-10291

                            Spaghetti Warehouse, Inc.
             (Exact name of registrant as specified in its charter)

            Texas                                             75-1393176
 (State or other jurisdiction of                    (IRS Employer Identification
  incorporation or organization)                                Number)

     402 West I-30, Garland, Texas                              75043
 (Address of Principal Executive Offices)                     (Zip Code)

     Registrant's telephone number, including area code: 972/226-6000


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        .
                                        ------                    -----
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock,  as of December 28, 1997:  5,526,904  shares of common stock,  par
value $.01.


                                      - 1 -



<PAGE>



                         PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                   SPAGHETTI WAREHOUSE, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS


                            ASSETS                     6/29/97        12/28/97
                            ------                     -------        --------  
                                                                     (Unaudited)

Current assets:
<S>                                                   <C>            <C>        
     Cash and cash equivalents                        $ 1,916,983    $ 1,603,621
     Accounts receivable                                  637,803        594,210
     Inventories                                          616,253        630,068
     Prepaid expenses                                     274,111        466,957
     Deferred income taxes                                469,145         18,304
                                                      -----------    -----------
           Total current assets                         3,914,295      3,313,160
                                                      -----------    -----------

Property and equipment, net                            45,732,390     47,247,892
Assets scheduled for divestiture                        1,534,714              -
Trademark and franchise rights, net                     2,942,852      2,781,878
Deferred income taxes                                   3,961,274      4,095,021
Other assets                                              544,342        757,923
                                                      -----------    -----------
                                                      $58,629,867    $58,195,874
                                                      ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities:
     Current portion of long-term debt                $ 1,478,127    $ 1,813,116
     Accounts payable                                   2,082,150      3,280,702
     Accrued payroll and bonuses                        1,673,336      1,098,856
     Other accrued liabilities                            915,226      1,039,232
                                                      -----------    -----------
            Total current liabilities                   6,148,839      7,231,906
                                                      -----------    -----------
Long-term debt, less current portion                    6,405,226      4,986,083
Deferred compensation                                     141,901        190,732
Commitments and contingencies                                   -              -

Stockholders' equity:
     Preferred stock of $1.00 par value;
          authorized 1,000,000 shares;
          no shares issued                                      -              -
     Common stock of $.01 par value;
          authorized 20,000,000 shares;
          issued 6,527,835 shares at 6/29/97
          and 6,584,245 shares at 12/28/97                 65,278         65,842
Additional paid-in capital                             36,246,849     36,499,964
Cumulative translation adjustment                        (611,499)      (750,627)
Retained earnings                                      16,753,859     17,469,363
                                                      -----------    ----------- 
                                                       52,454,487     53,284,542
Less cost of 872,341 shares at 6/29/97 and
     1,057,341 shares at 12/28/97 of
     common stock held in treasury                     (6,520,586)    (7,497,389)
                                                      -----------    -----------
                                                       45,933,901     45,787,153
                                                      ===========    ===========
                                                      $58,629,867    $58,195,874
                                                      ===========    ===========
</TABLE>

                                      -2-
<PAGE>

<TABLE>
<CAPTION>


                                    SPAGHETTI WAREHOUSE, INC. AND SUBSIDIARIES

                                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                    (Unaudited)



                                             26-Week Period           26-Week Period          13-Week Period          13-Week Period
                                             Ended 12/29/96           Ended 12/28/97          Ended 12/29/96          Ended 12/28/97

Revenues:
<S>                                          <C>                      <C>                     <C>                     <C>           
      Restaurant sales...................    $  31,921,962            $  30,744,503           $  15,343,895           $  15,160,348
      Franchise..........................          490,238                  295,148                 155,216                 120,014
      Other..............................          286,852                  344,038                 143,413                 171,860
                                             -------------            -------------           -------------           -------------
           Total revenues................       32,699,052               31,383,689              15,642,524              15,452,222
                                             -------------            -------------           -------------           -------------
Costs and expenses:
      Cost of sales......................        8,456,422                8,006,266               4,094,652               3,970,384
      Operating expenses.................       18,607,370               17,663,967               9,033,607               8,946,184
      General and administrative.........        2,656,557                2,547,954               1,275,820               1,170,142
      Depreciation and amortization......        2,035,068                1,879,067                 999,148                 950,359
      Reversal of restructuring charges..         (400,000)                       -                (400,000)                      -
      Impairment of long-lived assets....        1,759,526                        -                       -                       -
                                             -------------            -------------           -------------           -------------
           Total costs and expenses......       33,114,943               30,097,254              15,003,227              15,037,069
                                             -------------            -------------           -------------           -------------
Income (loss) from operations............        (415,891)                1,286,435                 639,297                 415,153
Net interest expense.....................         419,404                   182,640                 182,640                  92,857 
                                             -------------            -------------           -------------           -------------

Income (loss) before income tax
     expense (benefit)....................       (835,295)                1,104,433                 456,657                 322,296
Income tax expense (benefit)..............       (279,991)                  388,929                 181,690                 113,142
                                             -------------            -------------           -------------           -------------

Net income (loss).........................   $   (555,304)            $     715,504           $     274,967           $     209,154
                                             =============            =============           =============           =============

Net income (loss) per common share:
      Basic...............................         ($ .10)                    $ .13                   $ .05                   $ .04
                                                    =====                     =====                   =====                   =====
      Diluted.............................         ($ .10)                    $ .12                   $ .05                   $ .04
                                                    =====                     =====                   =====                   =====

Weighted average common and common share
     equivalents outstanding:
      Basic...............................      5,640,641                 5,659,161               5,648,726               5,662,827
      Diluted.............................      5,640,641                 5,863,205               5,764,775               5,891,787
</TABLE>

                                       -3-

<PAGE>

<TABLE>
<CAPTION>

                                    SPAGHETTI WAREHOUSE, INC. AND SUBSIDIARIES

                                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                    (Unaudited)

                                                                              26-Week
                                                                           Periods Ended
                                                                      -----------------------
                                                                      12/29/96       12/28/97
                                                                      --------       --------
Cash flows from operating activities:
<S>                                                                   <C>            <C>        
     Net income (loss)                                                $  (555,304)   $   715,504
     Adjustments to reconcile net income (loss) to net cash
       provided by operating activities:
             Depreciation and amortization expense                      2,035,068      1,879,067
             Reversal of restructuring charges                           (400,000)             -
             Impairment of long-lived assets                            1,759,526              -
             (Gain) loss on disposal of property and equipment              2,233        (38,386)
             Deferred income taxes                                      1,046,792        319,267
             Other, net                                                    57,211         35,798
             Changes in assets and liabilities:
                     Accounts receivable                                  174,513         40,797
                     Inventories                                           45,675        (13,815)
                     Prepaid expenses                                     143,568       (200,182)
                     Other assets                                         (84,356)      (240,983)
                     Accounts payabl                                      127,853        223,970
                     Accrued payroll and bonuses                         (434,469)      (574,480)
                     Other accrued liabilities                           (105,471)       124,006
                     Accrued restructuring charges                        (80,800)             -
                                                                      -----------    -----------                      
             Net cash provided by operating activities                  3,732,039      2,270,563
                                                                      -----------    -----------
Cash flows from investing activities:
     Purchase of property and equipment                                (1,223,076)    (3,332,962)
     Proceeds from sales of property and equipment                        660,539      1,625,700
                                                                      -----------    -----------
             Net cash used in investing activities                       (562,537)    (1,707,262)
                                                                      -----------    -----------
Cash flows from financing activities:
     Net payments on long-term debt                                    (9,400,520)    (1,084,154)
     Purchase of treasury shares                                          (16,595)             -
     Proceeds from employee stock plans                                   213,811        235,679
                                                                      -----------    -----------
 
             Net cash used in financing activities                     (9,203,304)      (848,475)
                                                                      -----------    -----------
Effects of exchange rate changes on cash and cash equivalents              (5,902)       (28,188)
                                                                      -----------    -----------
Net decrease in cash and cash equivalents                              (6,039,704)      (313,362)
Cash and cash equivalents at beginning of period                        8,065,364      1,916,983
                                                                      -----------    -----------
Cash and cash equivalents at end of period                            $ 2,025,660      1,603,621
                                                                      ===========    ===========

Supplemental information:
     Interest paid (net of amounts capitalized)                       $   738,864    $   293,772
     Income taxes paid (net of refunds collected)                     $(1,316,126)   $    71,835
                                                                      ===========    ===========
Noncash financing activities:
     Purchase of treasury shares paid for after end of period         $         -    $   976,803
                                                                      ===========    ===========

</TABLE>
  
                                   -4-
<PAGE>

                   SPAGHETTI WAREHOUSE, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   Basis of Presentation
     ---------------------

     In the  opinion of  management,  the  accompanying  condensed  consolidated
     financial   statements  contain  all  adjustments   necessary  for  a  fair
     presentation of the consolidated financial position as of December 28, 1997
     and the  consolidated  results of operations and cash flows for the 26-week
     and 13-week  periods ended December 28, 1997 and December<0-  95>29,  1996.
     Operating  results for the 26-week and 13-week  periods ended  December 28,
     1997 are not  necessarily  indicative of the results to be expected for the
     full fiscal 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 (Form
     10-K)  (File  No.1-10291).  Reference  should  be made  to  such  financial
     statements  for  information  on  such  accounting   policies  and  further
     financial details.

3.   Impairment of Long-Lived Assets
     -------------------------------

     In the  first  quarter  of  fiscal  1997,  the  Company  adopted  Financial
     Accounting  Standards  Board Statement No. 121 (SFAS 121) on accounting for
     the impairment of long-lived assets, certain identifiable intangibles,  and
     goodwill  related to assets to be held and used. SFAS 121 also  establishes
     accounting   standards  for  long-lived  assets  and  certain  identifiable
     intangibles to be disposed of.

     Adoption of SFAS 121 requires the Company to review its  long-lived  assets
     and certain  identifiable  intangibles  to be held and used for  impairment
     whenever  events or changes in  circumstances  indicate  that the  carrying
     amount of an asset or group of assets may not be  recoverable.  The Company
     groups and evaluates its assets for impairment at the individual restaurant
     level. The Company considers each restaurant's  historical operating losses
     a  primary  indicator  of  potential   impairment.   The  Company  deems  a
     restaurant's  assets to be impaired if a forecast  of  undiscounted  future
     cash flows directly  related to the assets,  including  disposal  value, if
     any,  is less than their  carrying  amount.  If a  restaurant's  assets are
     deemed to be  impaired,  the loss is  measured  as the  amount by which the
     carrying amount of the assets exceeds their estimated fair market value.

     The Company  recorded a pre-tax,  non-cash charge of $1,759,526  during the
     first  quarter of fiscal 1997 as a result of adopting SFAS 121. This charge
     related to the  write-down  of the  Company's  Cappellini's  restaurant  in
     Addison,  Texas to its estimated  fair market value.  This  restaurant  was
     subsequently closed in December 1996 due to unfavorable operating results.

                                      -5-

<PAGE>

4    Reversal of Restructuring Charges
     ---------------------------------

     In  the  third   quarter  of  fiscal  1996,   the  Company   implemented  a
     restructuring  plan intended to  strengthen  its  competitive  position and
     improve cash flow and  profitability.  In  conjunction  with the plan,  the
     Company  closed seven  under-performing  restaurants  in February  1996 and
     identified one additional  restaurant to be sold as an operating  unit. The
     Company  recorded a pre-tax charge of $13.9 million in the third quarter of
     fiscal 1996 to cover costs related to the execution of this plan, including
     the  write-down of property and  equipment to its estimated net  realizable
     value,  severance  packages,  and various other store closing and corporate
     obligations.

     As a result  of  obtaining  more  favorable  disposal  terms  on the  seven
     restaurant  properties  closed  in  the  restructuring  plan,  total  costs
     relating to this plan were less than the originally  recorded  charge.  The
     Company therefore reversed $400,000 in pre-tax restructuring charges in the
     second quarter of fiscal 1997.

5    New Accounting Pronouncements
     -----------------------------

     In the  second  quarter  of fiscal  1998,  the  Company  adopted  Financial
     Accounting  Standards  Board  Statement  No. 128 (SFAS 128),  "Earnings per
     Share,"  effective for periods ending after December 15, 1997. As a result,
     the Company's  reported  earnings per share for fiscal 1997 were  restated.
     The effect of this accounting change on previously reported earnings (loss)
     per share (EPS) data was as follows:
<TABLE>
<CAPTION>

                                                           26-Week Period             13-Week Period
                                                           Ended 12/29/96             Ended 12/29/96
                  Per share amounts:
<S>                                                            <C>                         <C>  
                  Primary EPS as reported                      ($ .10)                     $ .05
                  Effect of SFAS 128                              .00                        .00
                                                               ------                     ------
                  Basic EPS as restated                        ($ .10)                     $ .05
                                                                =====                      =====

                  Fully diluted EPS as reported                ($ .10)                     $ .05
                  Effect of SFAS 128                              .00                        .00
                                                               ------                     ------
                  Diluted EPS as restated                      ($ .10)                     $ .05
                                                                =====                      =====
</TABLE>


                                      -6-



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

     The following  table sets forth selected  operating data as a percentage of
total revenues for the periods  indicated.  All  information is derived from the
accompanying condensed consolidated statements of operations.
<TABLE>
<CAPTION>

                                                              26-Week                    13-Week
                                                           Periods Ended              Periods Ended
                                                       12/29/96     12/28/97     12/29/96     12/28/97
                                                       --------     --------     --------     --------

<S>                                                      <C>          <C>          <C>          <C>   
Revenues...........................................      100.0%       100.0%       100.0%       100.0%
                                                         -----        -----        -----        -----

Costs and expenses:
      Cost of sales................................       25.9         25.5         26.2         25.7
      Operating expenses...........................       56.9         56.3         57.8         57.9
      General and administrative...................        8.1          8.1          8.1          7.6
      Depreciation and amortization................        6.2          6.0          6.4          6.1
      Reversal of restructuring charges............       (1.2)         0.0         (2.6)         0.0
      Impairment of long-lived assets..............        5.4          0.0          0.0          0.0
                                                           ---          ---          ---          ---
                Total costs and expenses...........      101.3         95.9         95.9         97.3
                                                         -----         ----         ----         ----

Income (loss) from operations......................       (1.3)         4.1          4.1          2.7
Net interest expense...............................        1.3          0.6          1.2          0.6
                                                           ---          ---          ---          ---

Income (loss) before income taxes..................       (2.6)         3.5          2.9          2.1
Income tax expense (benefit).......................       (0.9)         1.2          1.1          0.7
                                                          ----          ---          ---          ---

Net income (loss)..................................      (1.7%)         2.3%         1.8%         1.4%
                                                          ====          ===          ===          ===
</TABLE>

Results of Operations
- ---------------------

   Revenues
   --------

     Revenues decreased $190,302, or 1.2%, during the quarter ended December 28,
1997 in  comparison to the same quarter in the  preceding  year.  The prior year
closure of  Cappellini's  and sale of the  Richmond,  Virginia  restaurant  to a
franchisee,  coupled with a 0.2% decline in  same-store  sales  (stores open the
full period in both fiscal years) were  responsible  for the decline in revenue.
These declines were partially  offset by the opening of a new store in Mesquite,
Texas, during the second quarter.  The decline in same-store sales resulted from
a 1.5%  decrease in customer  counts  offset by a 1.4% check  average  increase.
Second  quarter  same-store  sales in stores  operating  under the Italian Grill
format increased 4.9% over prior year while the traditional  Spaghetti Warehouse
stores experienced a decline of 2.7%.

     Revenues for the six months ended  December 28, 1997 declined $1.3 million,
or 4.0%,  compared  to the same  period  last year.  The  decline was due to the
reduction of the two stores  mentioned above, a 0.8% decline in same-store sales
and a $195,000  decrease in franchise  income compared to the previous year. The
decrease  in  franchise  income  is  attributable  to  prior year franchise fees

                                       -7-

<PAGE>



relating  to the sale of the  Richmond,  Virginia  restaurant  and an  exclusive
territory agreement to the Company's Virginia franchisee.  Additionally,  due to
insufficient  sales and  profitability  in the  franchisee's  three stores,  the
Company has  received  no royalty  income from its  Virginia  franchisee  in the
current year. As a result,  there is no assurance that any future royalty income
will be realized from the Company's Virginia franchisee.  The six-month decrease
in  same-store  sales was due to a 2.3% decline in customer  counts  offset by a
1.5%  increase  in check  average.  Same-store  sales for the  first six  months
increased  4.0% over prior year in Italian  Grill  stores and  declined  2.8% in
traditional  Spaghetti  Warehouse  stores.  Due to these favorable Italian Grill
sales  results,  the  Company  plans  to  convert  an  additional  eight  to  10
traditional  Spaghetti  Warehouse  stores to the Italian Grill format during the
next 12 months.

   Costs and Expenses
   ------------------

     Cost of Sales
     -------------

     Cost of sales as a  percentage  of total  revenues was 25.7% for the second
quarter as compared to 26.2% for the same quarter  last year.  For the first six
months of fiscal  1998,  cost of sales as a  percentage  of  revenues  was 25.5%
compared  to 25.9%  during  the same  period  last  year.  These  decreases  are
attributable to the closing of  Cappellini's,  lower commodity prices on certain
dairy and poultry products and tighter  inventory  controls.  Cappellini's  food
costs as a percentage of revenues were higher than typical Company  restaurants.
Cost of sales as a percentage of revenues is anticipated to increase modestly in
future periods as additional units are converted to the Italian Grill format.

     Operating Expenses
     ------------------

     Operating  expenses as a percentage  of total  revenues  were 57.9% for the
second  quarter as  compared  to 57.8% for the same  quarter  last year.  Second
quarter marketing  expenditures  increased  substantially over prior year due to
costs associated with the Company's recent television  advertising campaign. The
increase in marketing  expenditures  was largely offset by decreases in workers'
compensation and employee medical plan costs compared to the prior year.

     For the first six months of fiscal 1998, operating expenses as a percentage
of total revenues were 56.3% compared to 56.9% in the corresponding  period last
year. The six-month  decline was  attributable to reductions in restaurant labor
expenses  and  workers'  compensation  costs,   partially  offset  by  increased
marketing expenditures. Additionally, the prior year closure of Cappellini's and
sale of the Richmond,  Virginia  restaurant  also  contributed  to the six-month
decline  since these units had higher  operating  expenses  as a  percentage  of
revenues than typical Company restaurants.

     General and Administrative Expenses (G&A)
     -----------------------------------------

     G&A expenses as a  percentage  of total  revenues  were 7.6% for the second
quarter as compared to 8.2% for the second  quarter  last year.  This decline is
primarily  attributable to reduced corporate  employee costs and legal fees. G&A
expenses  for the first six months  were 8.1% of total  revenues  in both fiscal
1998 and fiscal 1997.



                                      -8-

<PAGE>



     Depreciation and Amortization (D&A)
     -----------------------------------

     D&A as a percentage  of total  revenues was 6.1% for the second  quarter as
compared to 6.4% for the same quarter last year.  For the 26-week  period ending
December 28, 1997, D&A as a percentage of revenues was 6.0% compared to 6.2% for
the first half of fiscal 1997.  Elimination of  depreciation  expense at the two
closed  stores  and  certain   restaurant   assets  becoming  fully  depreciated
contributed to these declines in D&A as a percentage of total revenues.

     Reversal of Restructuring Charges
     ---------------------------------

     As a result  of  obtaining  more  favorable  disposal  terms  on the  seven
restaurant  properties  closed in the February 1996  restructuring  plan,  total
costs relating to this plan were less than the $13.9 million charge  recorded in
the third quarter of fiscal 1996. As a result,  the Company reversed $400,000 in
pre-tax  restructuring  charges in the second quarter of fiscal 1997. See Note 4
of Notes to Condensed Consolidated Financial Statements for further information.

     Impairment of Long-Lived Assets
     -------------------------------

     The Company adopted Financial  Accounting Standards Board Statement No. 121
during  the first  quarter of fiscal  1997,  resulting  in a  pre-tax,  non-cash
impairment  charge of  $1,759,526.  This charge related to the write-down of the
Company's Cappellini's restaurant in Addison, Texas to its estimated fair market
value. See Note 3 of Notes to Condensed  Consolidated  Financial  Statements for
further information.

   Net Interest Expense
   --------------------
  
     Net interest  expense  decreased from $182,640 during the second quarter of
fiscal 1997 to $92,857  during the second  quarter of fiscal 1998.  Net interest
expense  decreased  from $419,404  during the first six months of fiscal 1997 to
$182,002 during the current year.  These current year declines are  attributable
to decreased  average debt outstanding  under the Company's credit facilities in
comparison to corresponding periods last year.

   Income Taxes
   ------------

     The  Company's  effective  tax  rate in the  second  quarter  was  35.1% as
compared to 39.8% in the same  quarter  last year.  For the first half of fiscal
1998,  the effective tax rate was a provision of 35.2%  compared to a benefit of
33.5%  during the same  period  last  year.  The  decline in the second  quarter
effective  tax rate is  attributable  to the fact  that a higher  proportion  of
consolidated pre-tax earnings was generated by the Company's Canadian operations
in fiscal 1998 as compared to fiscal 1997. These Canadian  earnings are taxed at
a lower rate than the U.S. statutory rate thereby reducing the Company's overall
tax  rate.  The  tax  benefit  for  the  first  six  months  of  fiscal  1997 is
attributable  to pre-tax losses  incurred as a result of adopting FASB Statement
No. 121.


                                      -9-

   

<PAGE>



Liquidity and Capital Resources
- -------------------------------

     The  Company's  working  capital  deficit  increased  from $2.2  million at
June<0-  95>29,  1997 to $3.9  million on December  28,  1997.  The  increase is
primarily  attributable  to the second  quarter  repurchase of 185,000 shares of
common stock,  which was paid  subsequent  to December 28, 1997.  The Company is
currently  operating  with a  working  capital  deficit,  which is common in the
restaurant   industry  since  restaurant   companies  do  not  normally  require
significant investment in either accounts receivable or inventory.

     Net cash  provided by  operating  activities  was $2.3  million  during the
second  quarter as compared to $3.7  million  during the same quarter last year.
The decrease is attributable to the fiscal 1997 receipt of prior year income tax
refunds and changes in certain components of working capital.

     Long-term debt outstanding on December 28, 1997 consisted of a $6.8 million
fixed rate term loan borrowed under the Company's existing bank credit facility.
The Company had an additional  $5.0 million  available  under its bank revolving
credit facility on December 28, 1997.

     In fiscal 1994, the Company's  Board of Directors  authorized a program for
the  repurchase  of up to  1,000,000  shares of the  Company's  common stock for
investment  purposes.  As of December  28,  1997,  the  Company had  repurchased
996,041  shares of common stock under this  program,  including  185,000  shares
purchased in the second quarter.

     Capital  expenditures  were $3.3 million for the first six months of fiscal
1998 as compared to $1.2  million  for the same period last year.  Current  year
expenditures  relate  primarily to the purchase and construction of the Mesquite
restaurant,  the purchase of a second restaurant  property  scheduled to open in
the  fourth  quarter  of fiscal  1998 and the  conversion  of three  traditional
Spaghetti Warehouse restaurants to the Italian Grill format.

     The Spaghetti  Warehouse Italian Grill concept is an updated version of the
traditional  Spaghetti  Warehouse  and features new decor,  an expanded menu and
greater customer value.  The menu was broadened to include grilled entrees,  new
sandwiches,  appetizers  and pizza.  Additionally,  traditional  menu items were
improved,  and  selected  portion  sizes  increased  to enhance the  price/value
relationship offered to customers.

     The Company will continue its Italian Grill re-positioning  strategy during
the  remainder of fiscal 1998. In addition to the three units  converted  during
the first six months of fiscal 1998, the Company converted its Arlington,  Texas
location to the Italian Grill format in January 1998. Current plans call for the
conversion of four to five  additional  Spaghetti  Warehouse  restaurants to the
Italian Grill format during the remainder of the fiscal year.

     In addition to Italian Grill conversions,  the Company plans to open two to
three new Italian Grill units and to continue to make necessary replacements and
upgrades to existing  restaurants  and  information  systems  during the next 12
months. Total planned capital  expenditures  relating to all projects during the
next 12 months  are  approximately  $8.5  million.  Cash  flow from  operations,
current cash balances and amounts available under the Company's revolving credit
facility are expected to be sufficient to fund planned capital  expenditures and
payment of required term loan maturities for the next 12 months.


                                      -10-

    
<PAGE>



Forward-Looking Information
- ---------------------------

     Statements  contained  in this  Form 10-Q  that are not  historical  facts,
including,  but not limited to,  statements  found in this Item 2,  Management's
Discussion and Analysis of Financial  Condition and Results of  Operations,  are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private Securities  Litigation Reform Act of 1995 that involve a number of risks
and  uncertainties.  The actual  results of the future events  described in such
forward-looking  statements in this Form 10-Q could differ materially from those
stated in such forward-looking  statements. The following factors, among others,
could  cause  actual  results  to differ  materially:  adverse  retail  industry
conditions,  industry  competition  and other  competitive  factors,  government
regulation and possible future litigation,  seasonality of business,  as well as
the risks and uncertainties discussed in this Form 10-Q.



                                      -11-



<PAGE>



                           PART II - OTHER INFORMATION



ITEM 6.           EXHIBITS

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

                    27.1                    Financial Data Schedule



                                      -12-

 

<PAGE>



                                   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.

                                                       Spaghetti Warehouse, Inc.

                  Dated:  February 10, 1998                By: /s/Phillip Ratner
                          -----------------                    -----------------
                                                                  Phillip Ratner
                                                                    Chairman and
                                                        Chief Executive Officer



                  Dated:  February 10, 1998              By: /s/Robert E. Bodnar
                          -----------------                  -------------------
                                                                Robert E. Bodnar
                                                       Treasurer, Controller and
                                                    Principal Accounting Officer


                                      -13-
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>




                                  EXHIBIT 27.1

                             FINANCIAL DATA SCHEDULE


This  schedule  contains  summary  financial   information  extracted  from  the
accompanying condensed consolidated financial statements and is qualified in its
entirety by reference to such financial statements.


<ARTICLE>                     5
<LEGEND>
                              Exhibit 27.1
</LEGEND>
<CIK>                         0000775298
<NAME>                        Spaghetti Warehouse, Inc.
<MULTIPLIER>                  1
<CURRENCY>                    1.00
       
<S>                             <C>
<PERIOD-TYPE>                 3-MOS
<FISCAL-YEAR-END>             DEC-31-1997
<PERIOD-START>                OCT-01-1997
<PERIOD-END>                  DEC-31-1997
<EXCHANGE-RATE>               1.00
<CASH>                        1,603,621
<SECURITIES>                  0
<RECEIVABLES>                 594,210
<ALLOWANCES>                  0
<INVENTORY>                   630,068
<CURRENT-ASSETS>              3,313,160
<PP&E>                        75,087,871
<DEPRECIATION>                27,839,979
<TOTAL-ASSETS>                58,195,874
<CURRENT-LIABILITIES>         7,231,906
<BONDS>                       4,986,083
         0
                   0
<COMMON>                      65,842
<OTHER-SE>                    45,721,311
<TOTAL-LIABILITY-AND-EQUITY>  58,195,874
<SALES>                       30,744,503
<TOTAL-REVENUES>              31,383,689
<CGS>                         8,006,266
<TOTAL-COSTS>                 25,670,233
<OTHER-EXPENSES>              4,427,021
<LOSS-PROVISION>              0
<INTEREST-EXPENSE>            182,002
<INCOME-PRETAX>               1,104,433
<INCOME-TAX>                  388,929
<INCOME-CONTINUING>           715,504
<DISCONTINUED>                0
<EXTRAORDINARY>               0
<CHANGES>                     0
<NET-INCOME>                  715,504
<EPS-PRIMARY>                 .13
<EPS-DILUTED>                 .12
        


</TABLE>


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