<PAGE>

                                    FORM 10-Q

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)



For Quarter Ended     FEBRUARY 17, 2002       Commission file number  0-11514
                   -----------------------                           ---------


                         Max & Erma's Restaurants, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                   No. 31-1041397
--------------------------------------------------------------------------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)

          4849 Evanswood Drive, Columbus, Ohio             43229
--------------------------------------------------------------------------------
        (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code     (614) 431-5800
                                                  -----------------------------

Indicate by checkmark 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, and (2) has been subject to the filing
requirements for at least the past 90 days.

                             YES      X                NO
                                 ---------------          ----------------


As of the close of the period covered by this report, the registrant had
outstanding 2,315,848 common shares.

<PAGE>
                         PART I - FINANCIAL INFORMATION
                         ITEM 1 - FINANCIAL STATEMENTS
                         MAX & ERMA'S RESTAURANTS, INC.
               CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              February 17,                   October 28,
                                   ASSETS                                        2002                          2001
                                   ------                                        ----                          ----
<S>                                                                           <C>                            <C>
Current Assets:
Cash                                                                          $  2,009,617                   $ 2,350,828
Inventories                                                                      1,056,342                     1,032,202
Other Current Assets                                                             2,186,461                     1,845,585
                                                                              ------------                   -----------
Total Current Assets                                                             5,252,420                     5,228,615

Property - At Cost:                                                             74,737,447                    71,018,539
Less Accumulated Depreciation and Amortization                                  29,715,004                    28,215,548
                                                                              ------------                   -----------
Property - Net                                                                  45,022,443                    42,802,991
Other Assets                                                                     7,087,428                     6,901,361
                                                                              ------------                   -----------
Total                                                                         $ 57,362,291                   $54,932,967
                                                                              ============                   ===========

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

Current Liabilities:
Current Maturities of Long-Term Obligations                                   $  4,148,941                   $ 3,962,907
Accounts Payable                                                                 3,507,011                     3,826,227
Accrued Payroll and Related Taxes                                                2,496,121                     2,259,361
Accrued Liabilities                                                              3,388,395                     3,454,633
                                                                              ------------                   -----------
Total Current Liabilities                                                       13,540,468                    13,503,128

Long-Term Obligations - Less Current Maturities                                 35,091,408                    32,227,965

Stockholders' Equity:
Preferred Stock - $.10 Par Value;
   Authorized 500,000 Shares - none outstanding
Common Stock - $.10 Par Value;
   Authorized 5,000,000 Shares,
   Issued and Outstanding 2,315,848 Shares
   at 2/17/02 and 2,407,766 Shares at 10/28/01                                     231,585                       240,777
Accumulated Other Comprehensive Loss                                              (769,600)                     (953,550)
Retained Earnings                                                                9,268,430                     9,914,647
                                                                              ------------                   -----------
Total Stockholders' Equity                                                       8,730,415                     9,201,874
                                                                              ------------                   -----------
Total                                                                         $ 57,362,291                   $54,932,967
                                                                              ============                   ===========
</TABLE>

(See notes to interim unaudited condensed consolidated financial statements)



                                                                               1
<PAGE>
                         MAX & ERMA'S RESTAURANTS, INC.
            CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                             Sixteen Weeks Ended
                                                                                   -------------------------------------------
                                                                                   February 17,                   February 18,
                                                                                      2002                            2001
                                                                                   ------------                   ------------

<S>                                                                                <C>                            <C>
REVENUES:                                                                          $ 44,494,582                   $ 42,979,261

COSTS AND EXPENSES:
Costs of Goods Sold                                                                  11,033,539                     10,828,992
Payroll and Benefits                                                                 14,289,533                     13,878,423
Other Operating Expenses                                                             13,804,575                     13,249,276
Pre-Opening Expenses                                                                    187,434                        206,292
Administrative Expenses                                                               3,415,082                      3,070,650
                                                                                   ------------                   ------------
Total Operating Expenses                                                             42,730,163                     41,233,633
                                                                                   ------------                   ------------
Operating Income                                                                      1,764,419                      1,745,628
Interest Expense                                                                        634,645                        857,148
Minority Interest in Income of Affiliated Partnerships                                   19,251                         12,757
                                                                                   ------------                   ------------
INCOME BEFORE INCOME TAXES                                                            1,110,523                        875,723
INCOME TAXES                                                                            292,000                        246,000
                                                                                   ------------                   ------------
NET INCOME                                                                         $    818,523                   $    629,723
                                                                                   ============                   ============


NET INCOME PER SHARE:
   Basic                                                                           $       0.35                   $       0.26
                                                                                   ============                   ============
   Diluted                                                                         $       0.31                   $       0.25
                                                                                   ============                   ============


SHARES OUTSTANDING:
   Basic                                                                              2,370,164                      2,412,994
                                                                                   ============                   ============
   Diluted                                                                            2,629,291                      2,539,656
                                                                                   ============                   ============
</TABLE>


(See notes to interim unaudited condensed consolidated financial statements)



                                                                               2
<PAGE>
                         MAX & ERMA'S RESTAURANTS, INC.
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                   SIXTEEN WEEKS ENDED
                                                                                         ----------------------------------------
                                                                                           February 17,             February 18,
                                                                                              2002                      2001
                                                                                         --------------             -------------
<S>                                                                                      <C>                        <C>
CASH FLOWS FROM  OPERATING ACTIVITIES:
Net income                                                                               $      818,523             $    629,723
Depreciation and amortization                                                                 1,652,315                1,622,928
Minority interest in income of Affiliated Partnerships                                           19,251                   12,758
Changes in other assets and liabilities                                                        (384,128)                 (55,706)
                                                                                         --------------             ------------
Net cash provided by operating activities                                                     2,105,961                2,209,703
                                                                                         --------------             ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions                                                                           (4,319,376)              (5,569,997)
Proceeds from sale of assets                                                                      2,300                    3,947
Decrease in other assets                                                                         51,781                   38,874
                                                                                         --------------             ------------
Net cash used by investing activities                                                        (4,265,295)              (5,527,176)
                                                                                         --------------             ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments under long-term obligations                                              (17,322,714)             (14,808,080)
Proceeds from long-term obligations                                                          20,651,333               18,285,799
Proceeds from sale of stock                                                                     127,868                   20,813
Purchase of common stock                                                                     (1,601,805)                (138,983)
Debt issue costs                                                                                (17,308)
Distributions to minority interests in Affiliated Partnership                                   (19,251)
                                                                                         --------------             ------------
Net cash provided by financing activities                                                     1,818,123                3,359,549
                                                                                         --------------             ------------

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                                                (341,211)                  42,076
CASH AND EQUIVALENTS AT
  BEGINNING OF PERIOD                                                                         2,350,828                2,761,842
                                                                                         --------------             ------------

CASH AND EQUIVALENTS AT END OF PERIOD                                                        $2,009,617               $2,803,918
                                                                                         ==============             ============

SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
  Interest                                                                                   $1,179,595               $1,465,116
  Income taxes                                                                                $ 428,650               $  956,788
Non-cash activities:
  Property additions financed by accounts payable                                             $ 701,288               $1,016,534

</TABLE>


(See notes to interim unaudited condensed consolidated financial statements)



                                                                               3
<PAGE>

                         MAX & ERMA'S RESTAURANTS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.       Presentation
         ------------

         The accompanying unaudited condensed financial statements have been
         prepared in accordance with the instructions to Form 10-Q and include
         all of the information and disclosures required by accounting
         principles generally accepted in the United States of America for
         interim reporting, which are less than those required for annual
         reporting. In the opinion of management, all adjustments, consisting of
         only normal recurring accruals, considered necessary for a fair
         presentation have been included.

         The Company and its Affiliated Partnership each have a 52-53 week
         fiscal year, which ends on the last Sunday in October. Fiscal 2001 and
         2002 each consist of 52 weeks and include one sixteen-week and three
         twelve-week quarters.


2.       Recently Issued Financial Accounting Standards
         ----------------------------------------------

         Effective October 29, 2001, the Company adopted Financial Accounting
         Standards Board (FASB) Statement No. 141, "Business Combinations," and
         SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141
         requires that the purchase method of accounting be used for all
         business combinations initiated after June 30, 2001. The adoption of
         this statement did not have a material impact on its consolidated
         financial statements. SFAS No. 142 changes the accounting for goodwill
         and certain other intangible assets from an amortization method to an
         impairment only approach. Due to the adoption of SFAS No. 142, the
         Company does not amortize goodwill. The total net book value of
         goodwill at February 17, 2002 was $62,073. Amortization expense related
         to goodwill in the first quarter of fiscal 2001 was $9,550.
         Additionally, certain intangible assets that were previously amortized
         and deemed to have an indefinite life are no longer amortized. These
         intangibles had a net book value of $987,565 as of February 17, 2002.
         Amortization expense related to these intangible assets in the first
         quarter of fiscal 2001 was $7,546.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for
         Impairment or Disposal of Long-Lived Assets." While this statement
         supercedes SFAS No. 121, "Accounting for Impairment of Long-Lived
         Assets to Be Disposed Of," it retains the fundamental provisions of
         SFAS No. 121 for recognition and impairments of assets to be held and
         used, and assets to be disposed of by sale. The adoption of this
         statement, as of October 29, 2001, did not have a material impact on
         its consolidated financial statements.



                                                                               4
<PAGE>


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

REVENUES
--------

         Revenues for the first quarter of 2002 increased $1,515,000 or 3.5%
from the first quarter of 2001. The increase was a result of i) the opening of
five Max & Erma's restaurants during 2001, ii) the opening of one Max & Erma's
restaurant during the first quarter of 2002, and iii) an increase of $208,000 or
0.6% in same-store sales for restaurants opened at least 18 months.

         The same-store sales increase was a result of price increases of
approximately 2.0% over last year. Through the first half of the quarter
same-store sales had increased approximately 2.5%. Historically the Company has
discounted heavily through the use of newspaper coupons during the second half
of its first quarter. In an effort to improve margins and reduce the overall use
of coupons the Company did not utilize coupons during the first quarter of 2002.
As a result, same-store sales declined approximately 1.5% during the second half
of the quarter, resulting in the overall increase of 0.6% for the quarter.
Customer counts declined 4.8% from the first quarter of 2001 to the first
quarter of 2002, due largely to the elimination of non-paying coupon customers
in the counts. Likewise, the per person average guest check increased 5.2% from
the first quarter of 2001 to the first quarter of 2002 because there were fewer
non-paying coupon customers in the check average calculation. The first quarter
of 2002 was the eleventh consecutive quarter of positive same-store sales.
Management believes, based upon first quarter 2002 operating results, that the
continued reduction of coupon discounting is beneficial for the Company.

         The Company expects to open five additional Company-owned restaurants
during the remainder of 2002. Two restaurants were under construction at the end
of the first quarter with an additional three locations under lease or contract
to purchase. The Company expects to open six to seven restaurants during 2003.

         The Company also expects increased franchise fees and royalties in
2002. Royalty income increased 75% from $82,000 for the first quarter of 2001 to
$144,000 for the first quarter of 2002 as the number of franchised locations
increased from five to nine. At the end of the first quarter of 2002 two
franchised locations were under construction in Wilmington, Ohio and St. Louis,
Missouri, both of which should open during 2002. The Company also anticipates
the opening of two to three additional franchised restaurants during the
remainder of 2002. During the first quarter of 2002 franchise development
agreements were signed for eight restaurants in Philadelphia, Pennsylvania area
and for a single restaurant in Evansville, Indiana.


COSTS AND EXPENSES
------------------

         Cost of goods sold, as a percentage of revenues, decreased from 25.2%
for the first quarter of 2001 to 24.8% for the first quarter of 2002. The
decrease was primarily a result of an approximately 2% menu price increase over
last year, as most inventory costs remained relatively stable.

         Payroll and benefits, as a percentage of revenues, declined slightly
from 32.3% for the first quarter of 2001 to 32.1% for the first quarter of 2002.
The decline is due in part to a decline in the



                                                                               5
<PAGE>


number of restaurant openings from three during the first quarter of 2001 to one
during the first quarter of 2002. Generally new restaurants operate at a higher
payroll percentage for a period of time subsequent to opening until their staff
gains experience. Overall there has been a leveling off in wage rates during the
last 12 to 18 months which has allowed payroll and benefits expense to
stabilize.

         Other operating expenses, as a percentage of revenues, increased from
30.8% for the first quarter of 2001 to 31.0% for the first quarter of 2002. The
increase was due to higher occupancy costs which was partially offset by reduced
advertising expense and utility costs, particularly natural gas.

         Pre-opening expenses, as a percentage of revenues, declined slightly
from 0.5% for the first quarter of 2001 to 0.4% for the first quarter of 2002
due to fewer restaurant openings during the first quarter of 2002.


ADMINISTRATIVE EXPENSES
-----------------------

         Administrative expenses, as a percentage of revenues, increased from
7.1% for the first quarter of 2001 to 7.7% for the first quarter of 2002
primarily as a result of a revenue growth rate in the first quarter of 2002
which was less than the percentage increase in administrative expenses.
Administrative expenses increased 11% in dollars from the first quarter of 2001
to the first quarter of 2002 due to raises for corporate personnel and higher
bonus expense related to the first quarter 2002 operating results. Management
expects that administrative expenses, as a percentage of revenues, will begin to
decline during the second half of 2002 as the Company's unit and revenue growth
begin to accelerate.


INTEREST EXPENSE
----------------

         Interest expense decreased 26% from the first quarter of 2001 to the
first quarter of 2002 due to declining interest rates and a decline in total
interest-bearing debt. At February 17, 2002, the interest rate under the
Company's revolving credit line was 5.0% as compared to 9.25% at February 18,
2001. Through the use of an interest rate swap, the interest rate on a major
portion of the Company's two term notes is essentially fixed at approximately
10%. The interest rate on approximately 30% of the outstanding balance of the
notes declined from 9.25% at February 18, 2001 to 5.0% at February 17, 2002.
Total interest-bearing debt declined from $33.3 million at February 18, 2001 to
$31.6 million at February 17, 2002. The Company capitalized $155,000 and
$138,000 of construction period interest during the first quarter of 2002 and
2001, respectively.


INCOME TAXES
------------

         The Company's effective tax rate declined from 28.1% for the first
quarter of 2001 to 26.3% for the first quarter of 2002 due to higher FICA tax on
tips credit. The Company expects its effective tax rate will remain in the
mid-20 percent range for fiscal 2002.



                                                                               6
<PAGE>



LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

         The Company's working capital ratio remained at .4 to 1 at October 28,
2001 and February 17, 2002. Historically, the Company has been able to operate
with a working capital deficiency because 1) restaurant operations are primarily
conducted on a cash basis, 2) high turnover (about once every 10 days) permits a
limited investment in inventory, and 3) trade payables for food purchases
usually become due after receipt of cash from the related sales.

         During the first quarter of 2002, the Company expended approximately
$4,319,000 for property additions, $17,323,000 to reduce long-term obligations
and $1,602,000 to repurchase approximately 120,000 shares of its common stock.
Funds for such expenditures were provided primarily by $20,651,000 from proceeds
of long-term obligations, $2,106,000 from operations and $341,000 from cash on
hand. The Company routinely draws down and repays balances under its revolving
credit agreement, the gross amounts of which are included in the above numbers.

         The Company intends to open five additional Max & Erma's restaurants
during the remainder of 2002 and six to seven Max & Erma's restaurants during
fiscal 2003. At February 17, 2002, the Company was contractually committed to
the purchase or lease of five sites, two of which were under construction. Seven
additional sites had been approved and were in some stage of negotiations.

         The estimated cost to complete the five restaurants that the Company is
contractually committed to is approximately $6.1 million as of February 17,
2002. Funding for new restaurants is expected to be provided by cash flow from
operations, the sale-leaseback of real estate, equipment leasing and the
Company's revolving credit line. At February 17, 2002, the Company had
approximately $5.4 million available under its $12.8 million revolving credit
line, approximately $10.3 million available under sale-leaseback commitments for
four properties and approximately $2.6 million available under equipment lease
commitments.

         The Company has authorized the repurchase of 250,000 shares of its
common stock from October 31, 2001 to October 31, 2002. At February 17, 2002
approximately 132,000 shares remain available for repurchase under the
authorization. Funds for the repurchase of common stock will be provided by cash
from operations and the Company's revolving credit line.


SAFE HARBOR STATEMENT UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
----------------------------------------

         This Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended. The words "plan,"
"anticipate," "believe," "expect," "estimate," and "project" and similar words
and expressions identify forward-looking statements which speak only as of the
date hereof. Forward-looking statements in this MD&A include statements
regarding the continued reduction of coupon discounting (paragraph 2), the
opening of Company-owned restaurants (paragraphs 3 and 14), the expectation of
increased franchise fees and royalties (paragraph 4), the opening of franchised
restaurants (paragraph 4), the expected declines in administrative expenses, as
a percentage of revenues (paragraph 9), the expected


                                                                               7
<PAGE>


effective tax rate for 2002 (paragraph 11), the source and availability of funds
for the completion of new restaurants (paragraph 15) and the source and
availability of funds for the repurchase of common stock (paragraph 16).

         Investors are cautioned that forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from
historical or anticipated results due to many factors, including, but not
limited to, the Company's ability to open or franchise new restaurants as
planned, changes in competition in markets where the Company operates
restaurants, the availability of restaurant workers, the Company's ability to
control administrative expenses, changes in interest rates, changes in cash
flows from operations, the availability of real estate for purchase or lease,
and other risks, uncertainties and factors described in the Company's most
recent Annual Report on Form 10-K and other filings from time to time with the
Securities and Exchange Commission. The Company undertakes no obligation to
publicly update or revise any forward-looking statements.


PART II - OTHER INFORMATION*

Item 6 - EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

     (a)  Exhibits

         The exhibits listed in the accompanying index to exhibits on page 12
are filed as part of this report.

     (b)  Reports on Form 8-K

          Form 8-K, dated November 1, 2001, filed November 6, 2001, regarding
the Company's stock repurchase program.


                                                                               8
<PAGE>


                                   SIGNATURES


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


                                     MAX & ERMA'S RESTAURANTS, INC.
                                     ------------------------------
                                                    Registrant



                                                    Todd B. Barnum
                                     ----------------------------------------
                                                    Todd. B. Barnum
                                                    Chairman of the Board and
                                                    Chief Executive Officer



                                                    William C. Niegsch, Jr.
                                     ---------------------------------------
                                                    William C. Niegsch, Jr.
                                                    Executive Vice President
                                                    and Chief Financial Officer
                                                    (Principal Financial and
                                                    Accounting Officer)



  MARCH 20, 2002
------------------
   Date



                                                                               9
<PAGE>


                          MAX & ERMA'S RESTAURANTS INC.

                                  EXHIBIT INDEX



Exhibit No.             Exhibit                                Page No.
-----------             -------                                --------

    2                   Not applicable

    3                   Not applicable

    4                   Not applicable

   11                   Not applicable

   15                   Not applicable

   18                   Not applicable

   19                   Not applicable

   22                   Not applicable

   23                   Not applicable

   24                   Not applicable



                                                                              10