WESTERN COUNTRY CLUBS INC
10QSB, 1999-05-17
EATING & DRINKING PLACES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10QSB


[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 1999

                         Commission File Number: 0-24058

                           WESTERN COUNTRY CLUBS, INC.
             (Exact name of registrant as specified in its charter)

                  Colorado                      84-1131343
  (State or other jurisdiction of    (IRS Employer Identification No.)
  incorporation or organization)

  1601 NW Expressway, Suite 1610
  Oklahoma City, Oklahoma                          73118
  (Address of principal executive offices)       (Zip Code)

  Registrant's telephone number, including area code:  (405) 848-0996


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15 (d) of the  Securities  Exchange Act of 1934 during the past 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 at least the
past 90 days. Yes [X] No [ ]


         Shares of Common Stock, $.01 par value,
         outstanding as of March 31, 1999        3,734,721

         Traditional Small Business Disclosure Format: Yes  [X]  No [ ]




<PAGE>



                           WESTERN COUNTRY CLUBS, INC.



                                      INDEX


PART I.  FINANCIAL INFORMATION

    Item 1        Financial Statements

                  Consolidated Condensed Balance Sheet - March 31, 1999

                  Consolidated Condensed Statements of Income -
                  For the Three Months Ended March 31, 1999 and 1998

                  Consolidated Condensed Statements of Stockholders Equity -
                  For the Three Months Ended March 31, 1999 and 1998

                  Consolidated Condensed Statements of Cash Flows -
                  For the Three Months Ended March 31, 1999 and 1998

                  Notes to Consolidated Condensed Financial Statements

    Item 2        Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

PART II. OTHER INFORMATION

    Item 1        Legal Proceedings

    Item 2        Exhibits and Reports on Form 8-K



<PAGE>


                           WESTERN COUNTRY CLUBS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET
                                   (UNAUDITED)

                                 MARCH 31, 1999
<TABLE>
<CAPTION>

<S>                                                                <C>         
ASSETS
Current assets:
     Cash                                                          $    263,642
     Accounts receivable                                                 36,995
     Notes and loans receivable                                         823,128
     Notes receivable from related parties                              156,340
     Inventories                                                         67,971
     Prepaid expenses                                                    70,746
     Deferred income taxes                                              102,000 
                                                                   -------------
Total current assets                                                  1,520,822 
                                                                   -------------
PROPERTY AND EQUIPMENT, at cost  
     Land and improvements                                               77,010
     Leasehold improvements                                           1,987,728
     Equipment                                                          528,388
     Furniture and fixtures                                             372,310 
                                                                   -------------
                                                                      2,965,436
     Less accumulated depreciation                                   (1,191,419)
                                                                   -------------
Net property and equipment                                             1,774,017 
                                                                   -------------
OTHER ASSETS:
     Deferred income taxes                                              265,740
     Goodwill, net of amortization                                        7,420
     Deposits and other                                                  91,997
     Investment                                                          57,400 
                                                                   -------------
Total other assets                                                      422,557 
                                                                   -------------
Total assets                                                       $  3,717,396 
                                                                   =============
</TABLE>





                             See accompanying notes.


<PAGE>


                           WESTERN COUNTRY CLUBS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET
                                   (UNAUDITED)

                                 MARCH 31, 1999
<TABLE>
<CAPTION>

<S>                                                                <C>         
LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities:
     Accounts payable                                              $    351,227
     Accrued expenses                                                   335,942
     Notes payable - related parties                                     71,447
     Notes payable                                                      589,038 
                                                                   -------------
Total current liabilities                                             1,347,654
                                                                   -------------
Minority Interests                                                     337,933 
                                                                   -------------
Stockholders' Equity:
     Preferred Stock (Note 2)                                           400,000
     Common Stock, $.01 par value; 25,000,000 shares
        authorized, 3,734,721 shares issued and outstanding              37,347
     Additional paid in capital                                       4,363,739
     Retained (deficit)                                              (2,769,277)
                                                                   -------------
Total stockholders' equity                                            2,031,809 
                                                                   -------------
Total liabilities and stockholders' equity                         $  3,717,396 
                                                                   =============
</TABLE>









                             See accompanying notes.


<PAGE>



                           WESTERN COUNTRY CLUBS, INC.
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                          Three Months Ended March 31,
                                                           1999                  1998     
                                                       ------------          ------------
<S>                                                    <C>                   <C>        
REVENUES
     Beverage and food sales                           $   924,375           $   828,182
     Admission fees                                        361,827               341,490
     Other revenues                                         98,760                92,378
     Sale of partnership  
      interest (Note 3)                                         --               220,000
     Sale of assets (Note 3)                               100,000                64,861
                                                       ------------          ------------
         Total revenues                                  1,484,962             1,546,911
                                                       ------------          ------------

COSTS AND EXPENSES:
     Cost of products and services                         313,663               284,609
     Depreciation and amortization                          67,726                67,448
     Interest                                                8,103                13,019
     General and administrative
      expenses                                             920,880               782,312
                                                       ------------          ------------
    Total costs and expenses                             1,310,372             1,147,388
                                                       ------------          ------------

INCOME BEFORE TAXES
  AND MINORITY INTERESTS                                   174,590               399,523

PROVISION FOR INCOME TAXES                                  59,360                49,670
  CHANGE IN VALUATION ALLOWANCE                            (59,360)                   --    
                                                       ------------          ------------
INCOME BEFORE MINORITY INTERESTS                           174,590               349,853

MINORITY INTERESTS IN NET (INCOME)
     OF CONSOLIDATED SUBSIDIARIES                          (12,793)              (24,813)
                                                       ------------          ------------

NET INCOME                                                 161,797               325,040

PREFERRED STOCK DIVIDENDS                                   (3,204)              (12,624)
                                                       ------------          ------------

NET INCOME APPLICABLE TO COMMON STOCK                  $   158,593           $   312,416
                                                       ============          ============

BASIC EARNINGS PER SHARE                               $     0.042           $     0.085
                                                       ============          ============

DILUTED EARNINGS PER SHARE                             $     0.041           $     *   
                                                       ============          ============
AVERAGE COMMON AND COMMON EQUIVALENT:
    BASIC SHARES                                         3,734,721             3,680,277
                                                       ============          ============
    DILUTED SHARES                                       3,941,855                 *   
                                                       ============          ============
</TABLE>

*Anti-dilutive




                             See accompanying notes.


<PAGE>



                           WESTERN COUNTRY CLUBS, INC.
            CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                        For the Three Months Ended March 31, 1999 and 1998
                                                             
                                          Common Stock                               Additional                           Total
                                    -------------------------        Preferred        Paid-in          Retained        Stockholders'
                                      Shares           Amount          Stock          Capital         (Deficit)           Equity    
                                    -----------      --------        ---------      -----------      ------------      -------------
<S>                                  <C>             <C>             <C>            <C>              <C>               <C>         
Balance, December 31, 1997           3,634,721       $ 36,347        $      --      $ 4,314,739      $ (3,147,227)     $  1,203,859

Preferred stock issued                      --             --          560,000               --                --           560,000

Common stock issued for
   investment                          100,000          1,000               --           49,000               --             50,000

Preferred stock dividends                   --             --               --               --           (12,624)          (12,624)

Net income for the three months
   ended March 31, 1998                     --             --               --               --           325,040           325,040 
                                    -----------      --------        ---------      -----------      ------------      -------------

Balance, March 31, 1998              3,734,721       $ 37,347        $ 560,000      $ 4,363,739      $ (2,834,811)     $  2,126,275 
                                    ===========      ========        =========      ===========      =============     =============

Balance, December 31, 1998           3,734,721       $ 37,347          545,000      $ 4,363,739      $ (2,927,870)     $  2,018,216

Preferred stock redemption                  --             --         (145,000)              --                --          (145,000)

Preferred stock dividends                   --             --               --               --            (3,204)           (3,204)

Net income for the three months
    ended March 31, 1999                    --            --                --               --            161,797          161,797 
                                    -----------      --------        ---------      -----------      ------------      -------------

Balance, March 31, 1999              3,734,721       $ 37,347        $ 400,000      $ 4,363,739      $ (2,769,277)     $  2,031,809 
                                    ===========      ========        =========      ===========      =============     =============
</TABLE>





                             See accompanying notes.


<PAGE>




                           WESTERN COUNTRY CLUBS, INC.

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

               For the Three Months Ended March 31, 1999 and 1998
<TABLE>
<CAPTION>

                                                                                      1999            1998      
                                                                                 ------------    ------------
<S>                                                                              <C>             <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                                   $   161,797     $   325,040
        Adjustments to reconcile net income to
         net cash provided by operating activities:
             Depreciation and amortization                                            67,726          67,068
             Minority interest in earnings of subsidiaries                            12,793          24,813
             Gain on sales of assets                                                (100,000)       (284,861)
             Deferred tax provision                                                   59,360          49,670
             Change in deferred tax valuation allowance                              (59,360)             --
         Changes in assets and liabilities:
             (Increase) decrease in account receivables                               30,808          (7,356)
             (Increase) decrease in inventories                                      (11,457)          4,689
             (Increase) decrease in prepaid expenses                                  34,800         (27,606)
             Increase (decrease) in accounts payable                                  89,144         (65,993)
             Increase in accrued expenses                                             29,603          36,060
                                                                                 ------------    ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                            315,214         121,524
                                                                                 ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Loans to related parties                                                         (13,000)        (28,465)
    Receipts on notes receivable                                                     105,110          38,820
    Advances on notes receivable                                                          --          (5,786)
    Purchase of property and equipment                                              (700,248)         (1,349)
    (Increase) decrease in deposits and other assets                                 (51,691)         10,162
                                                                                 ------------    ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                 (659,829)         13,382
                                                                                 ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payments on notes payable                                                        (72,700)       (107,797)                  
    Proceeds from issuance of notes payable                                          475,000          75,000
    Dividends paid on preferred stock                                                 (3,204)        (12,624)
    Partnership distributions to minority interests                                   (1,250)         (3,750)
    Minority interest investments in LLC's                                           150,000              --
    Redemption of preferred stock                                                   (145,000)             --    
                                                                                 ------------    ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                  402,846         (49,171)
                                                                                 ------------    ------------

NET INCREASE (DECREASE) IN CASH                                                       58,231          85,735
CASH AT BEGINNING OF PERIOD                                                          205,411          85,949
                                                                                 ------------    ------------
CASH AT END OF PERIOD                                                            $   263,642     $   171,684
                                                                                 ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Interest paid during the period                                              $     8,103     $    39,758
                                                                                 ============    ============
</TABLE>





                             See accompanying notes.


<PAGE>


                           WESTERN COUNTRY CLUBS, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)
Note 1

     In the  opinion  of  Western  Country  Clubs,  Inc.  (the  "Company"),  the
accompanying  unaudited  consolidated condensed financial statements contain all
adjustments  (consisting of only normal recurring accruals) necessary to present
fairly the financial position as of March 31, 1999 and the results of operations
and cash  flow for the  three  months  ended  March  31,  1999 and  1998.  These
statements are condensed and,  therefore,  do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial  statements.  The statements  should be read in  conjunction  with the
consolidated financial statements and footnotes included in the Company's Annual
Report on Form  10-KSB for the year ended  December  31,  1998.  The  results of
operations  for  the  three  months  ended  March  31,  1999  and  1998  are not
necessarily indicative of the results to be expected for the full year.

Note 2

     On January  1, 1998,  two notes  payable  to a major  stockholder  totaling
$378,275 with accrued interest of $21,725 were converted to 40,000 shares of the
Company's Series A 10% cumulative  convertible  preferred stock. On February 18,
1998, a note payable of $160,000 was converted to 16,000 shares of the Company's
Series B 12% cumulative convertible preferred stock.

     During February 1999,  $145,000 of Series B preferred stock was redeemed at
face value.

Note 3

     Effective  January 9, 1998,  the  Company  sold its  interest  in a limited
partnership for $10,000 in cash and a $210,000 note. Due to extensive  losses of
the  partnership,  the investment in the partnership had been reduced to zero in
1995. The sale resulted in a gain of $192,869, net of the tax effect of $27,131.

     On February  6, 1998,  the Company  sold its  Indianapolis  club to a major
stockholder of the Company for a $600,000 note and the assumption of $490,426 of
long-term  debt and $56,341 of accrued  interest  and taxes,  less $13,000 to be
refunded to the buyer.  The sale  resulted in a gain of $43,890,  net of the tax
effect of $7,999 and minority interests of $12,972.

     During March 1999, the Company sold two notes receivable  totaling $155,000
plus accrued interest thereon,  (previously  reserved 100%), for a $100,000 note
receivable  due  March  25,  2000,  bearing  interest  at  6%  per  annum.  This
transaction resulted in a gain of $100,000.










<PAGE>


                                 PART 1 - Item 2


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


                                     PART I

Special Note Regarding Forward-Looking Statements

     Certain  statements  in this Form  10-QSB  under  "Item 1.  Description  of
Business",  "Item 3. Legal  Proceedings",  "Item 6. Management's  Discussion and
Analysis"  and  elsewhere  constitute  "forward-looking  statements"  within the
meaning of the Private  Securities  Litigation  Reform Act of 1995 (the  "Reform
Act").  Such  forward-looking   statements  involve  known  and  unknown  risks,
uncertainties and other facts which may cause the actual results, performance or
achievements of Western Country Clubs, Inc. (the "Company") and its subsidiaries
and affiliated  partnerships 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:  general economic
and  business  conditions;   competition;   success  of  operating  initiatives;
development and operating costs;  advertising and promotional  efforts;  adverse
publicity;  customer  appeal and loyalty;  availability,  locations and terms of
sites  for  nightclub  development;  the  development  of the  "Atomic  Burrito"
concept;   changes  in  business  strategy  or  development  plans;  quality  of
management;  availability,  terms and development of capital; business abilities
and judgment of personnel;  availability of qualified personnel; food, labor and
employee  benefit  costs;  changes in, or the failure to comply with  government
regulations;  regional weather  conditions;  construction  schedules;  and other
factors referenced in the Form 10-QSB. The use in this Form 10-KSB of such words
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.  The success of the Company is dependent on the
efforts of the Company and its  management and personnel and the manner in which
they operate and develop stores.

General

     The  Company  commenced  operations  in April  1993 with a  country-western
nightclub in Indianapolis, Indiana (the "Indy Club"). In April 1994, the Company
opened a nightclub in a suburb of St. Louis,  Missouri  (the "St.  Louis Club").
The Company  financed these clubs through  limited  partnerships in which it was
the general  partner.  In May 1994,  the Company  completed  its initial  public
offering of securities  receiving net proceeds of approximately $1.9 million. In
November 1994, the Company purchased a nightclub in Tucson, Arizona (the "Tucson
Club").  At this time, the Company also increased its ownership  interest in the
Indy Club to 80% and acquired 100% of the St. Louis Club.

     In June  1995,  the  Company  participated  as a 50%  limited  partner in a
partnership  formed to acquire a nightclub  in Atlanta,  Georgia  (the  "Atlanta
Club").  The  Company  contributed  $500 in  partnership  capital  and loaned an
additional  $638,822 to the partnership.  Due to continuing  losses, the Company
wrote off its interest in the Atlanta  Club  effective  December  31,  1995.  On
January 9, 1998, the Company sold its interest in the Atlanta Club for $220,000.
Details of the sale are described more fully below.

     In September 1996, Troy H. Lowrie,  then President and largest  shareholder
of the Company,  entered into a Stock Purchase  Agreement  whereby (i) Red River
Concepts,  Inc., a Delaware  corporation  ("Red River"),  or its designees would
acquire in three  installments  1,300,000  shares of Mr.  Lowrie's Common Stock;
(ii) new management assumed control of the operations of the Company;  and (iii)
James E.  Blacketer and Joe R. Love,  directors of Red River,  were appointed to
the  Company's  Board of  Directors.  The change of control  occurred in October
1996.

     Subsequently,  on December 16, 1996, new management acquired a nightclub in
Wichita,  Kansas (the "Wichita Club") for 400,000 shares of the Company's Common
Stock and  assumption of $150,000 in debt. The Wichita Club was owned in part by
entities  affiliated  with James E. Blacketer and Joe R. Love,  directors of the
Company. See Item 12, "Certain Relationships And Related Transactions."

     New management also undertook steps to improve the financial performance of
the Tucson Club, which was hampered by high acquisition, leasehold and operating
costs and declining  revenues.  During October 1996, the Club was remodeled into
two  entertainment  venues in order to attract new customers and revenues,  cost
cutting measures were instituted,  and new unit-level  management was installed.
Despite these measures,  based on the Club's continuing  decline in performance,
high  overhead and occupancy  costs,  the Tucson Club's assets were deemed to be
impaired  and were  written off as of December  31,  1996.  The Company sold the
Tucson  Club's  assets in May 1997 and  completed  an  agreement  to settle  the
leasehold  obligations in August 1997.  Details of the sale and lease settlement
are described more fully below.

     In February 1997,  the Company filed a registration  statement for a public
offering of up to 460,000 shares of preferred stock and up to 1,150,000 warrants
to purchase the  Company's  Common Stock (the  "Public  Offering").  The Company
cleared all  regulatory  requirements  concerning  the Public  Offering  but the
Company's  underwriter  was not  successful  in placing  the  preferred  shares.
Therefore,  costs associated with the Public Offering, which had previously been
capitalized were written off at December 31, 1997.

     During the fourth  quarter of 1997, the Stock  Purchase  Agreement  between
Troy H.  Lowrie and Red River  Concepts,  Inc.  was amended  whereby Mr.  Lowrie
retained 430,000 of the shares which were originally to be sold to Red River.

     In June 1998, the Company formed a subsidiary corporation,  Atomic Burrito,
Inc., through which to develop a new restaurant  concept.  Subsequently,  Atomic
Burrito,   Inc.  entered  into  license  agreements  for  two  "Atomic  Burrito"
restaurants to be located in Stillwater and Norman, Oklahoma, and entered into a
third license agreement for a restaurant in Longview,  Washington.  In addition,
in October 1998,  the Company  entered into a joint venture  agreement  with New
York Bagel  Enterprises,  Inc., ("New York Bagel") for the joint  development of
"Atomic  Burrito"  restaurants.  The  agreement  provides  for New York Bagel to
contribute  certain of its restaurant  locations,  including  leases,  leasehold
improvements,  and  equipment  for a 40%  interest in the  operation,  while the
Company would contribute up to $150,000 for the remodel and conversion costs, as
well as for  additional  equipment.  The  agreement  also provides for the joint
development  of a minimum of four and maximum of eight  "Atomic  Burrito"  units
over an 18 month period. The first unit opened in March 1999 in Tulsa, Oklahoma,
while the second unit opened in April 1999.

     The  Company  has  entered  into a letter  of intent  which  was  announced
publicly on May 10, 1999,  whereby the Company intends to acquire  substantially
all of the assets of New York Bagel Enterprises,  Inc. ("NYB"). However, many of
the terms of the letter of intent have been, or are  anticipated to be, modified
as a result of further  discussions between the Company and NYB. The Company and
NYB are in the process of negotiating the structure of the proposed transaction,
and the  consummation  of the  transaction  is  subject  to many  contingencies,
including,  without  limitation,  negotiation  and  execution  of  a  definitive
agreement,  approval of the  respective  Boards of  Directors of the Company and
NYB, approval of the shareholders of NYB, and completion of due diligence. There
can be no assurance that the proposed transaction will be consummated.


Liquidity and Capital Resources

     As of March 31, 1999, the Company had cash of $263,642, which was generated
from operating activities,  financing activities and investing activities.  This
amount  represented  an  increase  of $91,958 or 54% from cash at the end of the
same  period in 1998,  and an increase of $58,231 or 28% from cash at the end of
1998.  This increase in cash resulted  primarily  from $315,214 from  operations
compared to only $121,524 from  operations in the prior period,  and compared to
$108,620 for all of 1998.

     At March 31, 1999, the Company's  working capital position  (current assets
minus current  liabilities) was $173,168  compared to $126,983 at year end 1998,
an increase of $46,185 or 36%.  This  increase is primarily due to the Company's
increased cash at March 31, 1999, as mentioned above, again a result of improved
cash from the  Company's  operations.  This  continued  improvement  in  working
capital  position is  indicative of the  improvement  that  management  has made
during the past year in the Company's operations.

     Property  and  equipment  primarily  consists  of assets  required  for the
operation of the St. Louis and Wichita clubs,  as well as the two Atomic Burrito
joint  ventures  in Tulsa  and  Wichita.  Leasehold  improvements  increased  to
$1,987,728;  furniture,  fixtures and equipment totaled $900,698;  with land and
improvements totaling $77,010.

     The Company's total liabilities increased from $826,608 at year end 1998 to
$1,347,654 at March 31, 1999,  primarily  reflecting the Company's  borrowing of
$600,000 from a bank in February, 1999. The purpose of the borrowing was to fund
the  Company's  investing  activity  as a joint  venture  partner  in the Atomic
Burrito restaurants in Tulsa and Wichita, and to allow the Company to redeem its
Series B Preferred  Stock.  The Company has no long term debt at March 31, 1999.
Accounts  payable and accrued  expenses are slightly higher as compared with the
end of 1998, primarily due to the effect of the opening of the Atomic Burrito in
Tulsa  during the quarter and the opening of the Atomic  Burrito in Wichita just
after the end of the quarter in April, 1999.

     Based  upon  the  results  of the  first  quarter  of 1998,  the  Company's
management is comfortable  that the existing  operations can adequately  support
the Company's debt level and also support future endeavors.


Results of  Operations - Quarter  Ended March 31, 1999,  Compared to the Quarter
Ended March 31, 1998

     For the period ended March 31, 1999, total revenue of the Company decreased
slightly by $61,949 or about 4% as  compared  to the same  period in 1998.  This
decrease  reflects the difference in the sale of assets during the same period a
year ago and in the current period. Operations income during the current quarter
actually  increased  by  $122,912  or about 10% from the first  quarter of 1998,
mainly due to the improved  operations of the clubs.  The current quarter is the
first quarter in more than two years when it was possible to compare  operations
with the same operating  units, and without a closed unit during or since one of
the periods.  The  increase in revenues  reflects  management's  belief that the
improvements  in  operations  are  making  are  being  evidenced  by the  actual
financial  results.  These  improvements  will continue to enhance the Company's
profitability.

     Total  costs  and  expenses  during  the  current  period   increased  from
$1,147,388 in the same period in 1998 to $1,310,372. This increase was caused in
part by the  increase  in  revenues  as well as the  costs  associated  with the
development  of the  Atomic  Burrito  restaurant  concept,  which  increased the
Company's general and administrative expense during the quarter.

     The Company's net income for the current period was $161,797  compared with
a net  income  during the same  period a year ago of  $325,040.  The  difference
reflects  the gain the Company  recognized  during the first  quarter of 1998 of
$220,000  on the sale of its  partnership  interest  in Atlanta  and the gain of
$64,861 on the sale of the Indy Club.  Operations  income  for the  quarter  was
comparable  with the prior  period after taking out the gains on sales of assets
in both periods.  Management expects the earnings from operations to continue to
improve  in the  future,  and  anticipates  earnings  from  its  Atomic  Burrito
operations as they operate during the remainder of 1999.

<PAGE>

                           PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

     Special  Note:  Certain  statements  set forth  below  under  this  caption
constitute  "forward-looking  statements"  within the meaning of the Reform Act.
See "Special Note Regarding  Forward-Looking  Statements" for additional factors
relating to such statements.

     The Company is involved in various legal actions associated with the normal
conduct of its business operations.  No such actions involve known material gain
or loss contingencies not reflected in the consolidated  financial statements of
the Company.

Item 4.  Submission of Matters to a Vote of Security Holders

     During the recently  completed  fiscal year, the Company did not submit any
matter to a vote of its shareholders.

<PAGE>

Item 6 - Exhibits and Reports on Form 8-K

         (a)  Exhibits:

              11.  Statement Re:  Computation of Per Share Earnings

              27.  Financial Data Schedule

         (b)  Reports on Form 8-K

              On January 26, 1999 the Company filed a form 8-K due to  a  change
              in auditor. 

<PAGE>


                                   SIGNATURES


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

November 13, 1998                   Western Country Clubs, Inc.

                                    By:/s/ James E. Blacketer
                                       ------------------------
                                       James E. Blacketer
                                       President and Chief Financial Officer


                                PART II - Item 2

                                   EXHIBIT 11


                                   EXHIBIT 11



                           WESTERN COUNTRY CLUBS, INC.
                        COMPUTATION OF EARNINGS PER SHARE
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                                 March 31
                                                           1999           1998   
                                                      ------------   -----------
<S>                                                   <C>            <C>       
BASIC EARNINGS PER SHARE:
Net income                                            $   161,797    $  325,040
Dividends on preferred stock                               (3,204)      (12,624)
                                                      ------------   -----------
Net income applicable to
    common stock                                      $   158,593    $  312,416
                                                      ============   ===========

Shares used in computing basic earnings
    per share                                           3,734,721     3,680,277
                                                      ============   ===========

Basic earnings per common share                       $     0.042    $    0.085
                                                      ============   ===========

DILUTED EARNINGS PER SHARE:
Net income                                            $   161,797    $  325,040
                                                      ============   ===========

Shares used in computing basic earnings
    per share                                           3,734,721     3,680,277

Effect of shares issuable under conversion
    of preferred stock                                     49,422          *

Effect of shares issuable under common stock
    warrants under treasury stock method                   94,160          *

Effect of shares issuable under common stock
    options using treasury stock method                    63,552          *        

Shares used in computing diluted earnings
    per share                                           3,941,855          *       

Diluted earnings per common share                     $     0.041    $     *        
                                                      ============   ===========
</TABLE>


* Anti-dilutive



<TABLE> <S> <C>

<ARTICLE>                                 5

       
<S>                                                  <C>
<PERIOD-TYPE>                                                  3-MOS
<FISCAL-YEAR-END>                                        DEC-31-1999
<PERIOD-START>                                           JAN-01-1999
<PERIOD-END>                                             MAR-31-1999

<CASH>                                                       263,642
<SECURITIES>                                                       0
<RECEIVABLES>                                                 36,995
<ALLOWANCES>                                                       0
<INVENTORY>                                                   67,971
<CURRENT-ASSETS>                                           1,520,822
<PP&E>                                                     2,965,436
<DEPRECIATION>                                             1,191,419
<TOTAL-ASSETS>                                             3,717,396
<CURRENT-LIABILITIES>                                      1,347,654
<BONDS>                                                            0
                                              0
                                                  400,000
<COMMON>                                                      37,347
<OTHER-SE>                                                 1,594,462
<TOTAL-LIABILITY-AND-EQUITY>                               3,717,396
<SALES>                                                      924,375
<TOTAL-REVENUES>                                           1,484,962
<CGS>                                                        313,663
<TOTAL-COSTS>                                              1,310,372
<OTHER-EXPENSES>                                                   0
<LOSS-PROVISION>                                                   0
<INTEREST-EXPENSE>                                             8,103
<INCOME-PRETAX>                                              174,590
<INCOME-TAX>                                                  59,360
<INCOME-CONTINUING>                                          161,797
<DISCONTINUED>                                                     0
<EXTRAORDINARY>                                                    0
<CHANGES>                                                          0
<NET-INCOME>                                                 161,797
<EPS-PRIMARY>                                                  0.042
<EPS-DILUTED>                                                  0.041
        


</TABLE>


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