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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 27, 2009
 o
    
    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 333-116310
 Real Mex Restaurants, Inc.
  DELAWARE
    
    13-4012902(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)5660 Katella Avenue, Suite 100, Cypress, CA
    
    90630(Address of principal executive offices)
    
    (Zip Code)
 (562) 346-1200
 Securities registered pursuant to Section 12(b) of the Act: NONE
 Securities registered pursuant to Section 12(g) of the Act: NONE
 Yes o No þ
 Yes o No þ
 þ o
 o o
 þ
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer þ
    
    Smaller Reporting Company o
 Yes o No þ
   None




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##### 



TABLE OF CONTENTS
 PART IITEM 1. BUSINESS
    
    
    3ITEM 1A. RISK FACTORS
    
    
    10ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    23ITEM 2. PROPERTIES
    
    
    23ITEM 3. LEGAL PROCEEDINGS
    
    
    24ITEM 4. REMOVED AND RESERVED
    
    
    24PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    25ITEM 6. SELECTED FINANCIAL DATA
    
    
    26ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    27ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    38ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    39REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    
    39Consolidated Balance Sheets
    
    
    40Consolidated Statements of Operations
    
    
    41Consolidated Statements of Stockholders Equity
    
    
    42Consolidated Statements of Cash Flows
    
    
    43Notes to Consolidated Financial Statements
    
    
    44ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    61ITEM 9A. CONTROLS AND PROCEDURES
    
    
    61ITEM 9B. OTHER INFORMATION
    
    
    61PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    62ITEM 11. EXECUTIVE COMPENSATION
    
    
    64ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    68ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
    
    
    70ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    71PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    72SIGNATURES
    
    
    78EXHIBIT INDEX
    
    
    79Exhibit 12.1Exhibit 21.1Exhibit 31.1Exhibit 32.1
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FORWARD-LOOKING STATEMENTS
 This report includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities
Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements are those that do
not relate solely to historical fact. They include, but are not limited to, any statement that may
predict, forecast, indicate or imply future results, performance, achievements or events. They may
contain words such as believe, anticipate, expect, estimate, intend, project, plan,
will, should, may, or could or words or phrases of similar meaning. They may relate to,
among other things: our liquidity and capital resources; legal proceedings and regulatory matters
involving our Company; food-borne illness incidents; increases in the cost of ingredients; our
dependence upon frequent deliveries of food and other supplies; our vulnerability to changes in
consumer preferences and economic conditions; our ability to compete successfully with other casual
dining restaurants; our ability to expand; and anticipated growth in the restaurant industry and
our markets.
 These forward-looking statements reflect our current views with respect to future events and
are based on assumptions and subject to risks and uncertainties, including, but not limited to,
economic, competitive, governmental and technological factors outside of our control, that may
cause actual results to differ materially from trends, plans or expectations set forth in the
forward-looking statements. These risks and uncertainties may include these factors and the risks
and uncertainties described in Item 1A Risk Factors of this report and elsewhere in this report.
Given these risks and uncertainties, we urge you to read this report completely and with the
understanding that actual future results may be materially different from what we plan or expect.
All of the forward-looking statements made in this Form 10-K are qualified by these cautionary
statements and we cannot assure you that the actual results or developments anticipated by our
Company will be realized or, even if substantially realized, that they will have the expected
consequences to or effects on our Company or our business or operations. In addition, these
forward-looking statements present our estimates and assumptions only as of the date of this
report. Except for any ongoing obligation to disclose material information as required by federal
securities laws, we do not intend to update you concerning any future revisions to any
forward-looking statements to reflect events or circumstances occurring after the date of this
report.
 Unless otherwise provided in this report or the context otherwise requires, references to
we, us, Real Mex and Company refer to Real Mex Restaurants, Inc., and our consolidated
subsidiaries.
 
 PART I
 
  Our Company
 ® ® ® ®
  Merger Agreement
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Exchange Agreement
    Cash and cash equivalents
    
    $
    1,417Trade and other accounts receivable
    
    
    12,100Inventories
    
    
    12,938Other current assets
    
    
    5,692Property and equipment
    
    
    113,154Other assets
    
    
    41,841Trademark and other intangibles
    
    
    68,900Goodwill
    
    
    43,178Total assets acquired
    
    
    299,220Accounts payable and accrued liabilities
    
    
    60,614Long-term debt
    
    
    166,028Deferred tax liability
    
    
    31,549Other liabilities
    
    
    13,854Total liabilities assumed
    
    
    272,045Net assets acquired
    
    $
    27,175
  Significant Stockholders of RM Restaurant Holding Corp.
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Company Structure
  
 Our Restaurant Concepts
 El Torito and El Torito Grill (42.3% of fiscal year 2009 restaurant revenues)
    Chevys (37.9% of fiscal year 2009 restaurant revenues).
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Acapulco (14.5% of fiscal year 2009 restaurant revenues).
   Other Restaurant Concepts (5.3% of fiscal year 2009 restaurant revenues).
 Our Real Mex Foods Subsidiary
    6




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Our Competitive Strengths
 Leading Operator with Local Appeal.
 Demographic Trends and Long-Term Industry Dynamics.
  Fresh, Authentic, Mexican Food.
 Well Maintained Store Base and Limited Future Capital Requirements.
 Proven Management Team with New and Experienced Leadership.
 Service
 Internal Production, Purchasing and Distribution Facilities ®
  7




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Business Strategy
  Same store sales and store margin improvements
 Growth in Outside Sales by Real Mex Foods.
 Expansion of the Chevys franchise network
 Employees
  Restaurant Staffing.
 Turnover.
  8




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Competition
  Intellectual Property
 ® ® ® ® ®
 Government Regulation
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Environmental Matters
  
   Risks Related to Our Company
 Food-borne illness incidents could reduce our restaurant sales.
  Increases in the cost of ingredients could materially adversely affect our business, financial
condition, and results of operations and cash flows.
  We depend upon frequent deliveries of food and other supplies.
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We are vulnerable to changes in consumer preferences and economic and other conditions that could
harm our business, financial condition, and results of operations and cash flows.
  The U.S. economic crisis adversely impacted our business and financial results in fiscal 2009 and a
prolonged recession could materially affect us in the future.
   Our business is highly sensitive to events and conditions in the State of California.
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There is intense competition in the restaurant industry.
  Negative publicity relating to one of our restaurants could reduce sales at some or all of our
other restaurants.
  Uninsured losses could occur.
  Changes in employment laws may adversely affect our business.
  
    
    minimum wage;
    
    paid leaves of absence;
    
    provision to employees of mandatory health insurance;
    
    tax reporting; and
    
    revisions in the tax payment requirements for employees who receive gratuities.
 Wage and hour class action lawsuits may adversely affect our business.
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If we face labor shortages or increased labor costs, our growth and operating results could be
adversely affected.
   We may be locked into long-term and non-cancelable leases and may be unable to renew leases at the
end of their terms.
  The current economic crisis could have a material adverse impact on our landlords or other tenants
in shopping centers in which we are located, which in turn could negatively affect our financial
results.
  We face risks associated with government regulations.
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We may be subject to significant liability should the consumption of any of our specialty products
cause injury, illness or death.
  We may be subject to significant liability should the consumption of any of our specialty products
cause injury, illness or death.
  The failure to enforce and maintain our trademarks could materially adversely affect our ability to
establish and maintain brand awareness.
 ® ® ® ® ®
  We face risks associated with environmental laws.
  
    
    govern activities or operations that may have adverse environmental effects, such
as discharges to air and water, as well as handling and disposal practices for solid and
hazardous wastes; and
 
    
    impose liability for the costs of cleaning up, and damage resulting from, sites of
past spills, disposals or other releases of hazardous materials.
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We depend on the services of key executives, whose loss could materially harm our business.
  Compliance with regulation of corporate governance and public disclosure will result in additional
expenses.
  We may make acquisitions or enter into similar transactions
  We have a material amount of goodwill and other indefinite lived intangible assets which, if
impaired, would result in a reduction in our net income.
  The interests of the stockholders of the voting stock of our parent, RM Restaurant Holding Corp,
may conflict with the interests of the holders of our indebtedness.
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Future changes in financial accounting standards may cause adverse unexpected operating results and
affect our reported results of operations.
  Risks Related to Our 14.0% Senior Secured Notes due January 1, 2013
 Our substantial level of indebtedness could adversely affect our financial condition and prevent us
from fulfilling our obligations under the notes.
  
    
    it may be more difficult for us to satisfy our financial obligations, including with respect to the notes;
    
    our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate
purposes may be impaired;
    
    we must use a substantial portion of our cash flow from operations to pay interest on the notes and our other indebtedness
as well as to fund excess cash flow offers on the notes, which will reduce the funds available to use for operations and
other purposes;
    
    all of the indebtedness outstanding under our senior secured credit facility will have a prior ranking claim on
substantially all of our assets, and all of the indebtedness outstanding under our other secured debt (like equipment
financing) will have a prior ranking claim on the underlying assets;
    
    our ability to fund a change of control offer may be limited;
    
    our ability to borrow additional funds may be limited;
    
    our high level of indebtedness could place us at a competitive disadvantage compared to those of our competitors that may
have proportionately less debt;
    
    our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate may be limited;
    
    we may be restricted from making strategic acquisitions or exploiting other business opportunities; and
    
    our high level of indebtedness makes us more vulnerable to economic downturns and adverse developments in our business.
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Despite our current indebtedness level, we and our subsidiaries may still be able to incur
substantially more debt, which could exacerbate the risks associated with our substantial leverage.
  We are a holding company and, therefore, our ability to make payments under the notes and service
our other debt depends on cash flow from our subsidiaries.
  
    
    their earnings;
    
    covenants contained in agreements to which we or our subsidiaries are or may become
subject, including our senior secured and unsecured credit facilities and the
notes;
    
    business and tax considerations; and
    
    applicable law, including laws regarding the payment of dividends and distributions.
  Our senior secured and unsecured credit facilities and the indenture for the notes impose
significant operating and financial restrictions, which may prevent us from pursuing certain
business opportunities and taking certain actions.
  
    
    incur additional indebtedness;
    
    repay indebtedness (including the notes) prior to stated maturities;
    
    pay dividends on, redeem or repurchase our stock or make other distributions;
    
    make acquisitions or investments;
    
    create or incur liens;
    
    transfer or sell certain assets or merge or consolidate with or into other companies;
    
    enter into certain transactions with affiliates;
    
    sell stock in our subsidiaries;
    
    restrict dividends, distributions or other payments from our subsidiaries; and
    
    otherwise conduct necessary corporate activities.
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We may not be able to satisfy our obligations to holders of the notes upon a change of control or
in connection with an excess cash flow offer or asset sale offer.
    The notes will be structurally subordinated to indebtedness and other liabilities of any
non-guarantor subsidiaries.
  The proceeds from the sale of the collateral securing the notes may not be sufficient to pay all
amounts owed under the notes. The collateral securing the notes is subject to first priority liens,
and your right to receive payments on the notes will effectively be subordinated to payments under
the instruments governing our priority lien obligations, including our senior secured credit
facility, to the extent of the value of the assets securing that indebtedness.
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
    
    any agreement or contract the terms of which prohibit, or would be breached by, the grant of a security interest therein
to secure the notes, if (i) the prohibition is legally enforceable and (ii) after using commercially reasonable efforts,
we have been unable to amend the agreement or contract to remove the offending terms;
    
    money and letters of credit rights that are not supporting obligations;
    
    any deposit accounts that have been pledged to secure priority lien obligations, if, after using commercially reasonable
efforts, we have been unable to obtain perfected liens on those accounts;
    
    any foreign intellectual property or automobiles, vehicles or the like in which a security interest cannot be perfected by
the filing of a Uniform Commercial Code financing statement;
    
    any other assets in which a security interest cannot be perfected by the filing of a Uniform Commercial Code financing
statement, so long as the aggregate fair market value of those assets is not more than $1.0 million at any time;
    
    any leased real property;
    
    the voting stock of any foreign subsidiary in excess of 65% of the outstanding voting stock of that foreign subsidiary; and
    
    while any priority lien obligations remain outstanding, any other assets that have not been pledged to secure priority
lien obligations, so long as the aggregate fair market value of those assets is not more than $500,000 at any time.
     Holders of notes will not control decisions regarding collateral.
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The ability of the trustee to foreclose on the collateral may be limited.
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Rights of the holders of the notes in the collateral may be adversely affected by the failure to
perfect security interests in certain collateral acquired in the future.
  Any future pledge of collateral might be avoidable in bankruptcy.
  Federal and state fraudulent transfer or conveyance laws permit a court to void the notes, the
security interests or the guarantees, and, if that occurs, you may not receive any payments on the
notes.
  
    
    incurred the indebtedness or granted the security interests with the intent of hindering, delaying or defrauding present or
future creditors;
    
    received less than reasonably equivalent value or fair consideration for incurring the indebtedness or granting the
security interests;
    
    were insolvent or rendered insolvent by reason of the incurrence of the indebtedness or the grant of the security interests;
    
    were left with inadequate capital to carry on business; or
    
    intended to incur, or did incur, or believed or reasonably should have believed that we or our restricted subsidiaries
would incur, debts beyond our or our restricted subsidiaries ability to repay as they matured or became due,
  
    
    subordinate the notes, the guarantees or the security interests to our or
our guarantors presently existing or future indebtedness or any liens
securing such indebtedness;
    
    void the issuance of the notes, the guarantees or the security interests; or
    
    take other actions detrimental to holders of the notes, including avoiding
any payment by us pursuant to the notes or by the guarantors pursuant to
the guarantees and requiring the return of any such payment to a fund for
the benefit of our or our guarantors unpaid creditors.
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
    
    the sum of its debts, including contingent liabilities, was greater than the fair salable value of all its assets;
    
    the present fair salable value of its assets was less than the amount that would be required to pay its probable
liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and
mature; or
    
    it could not (or believed that it could not, or intended not to) pay its debts as they become due.
  
    
    what standard a court would apply in order to determine whether we or
our guarantors were insolvent as of the date we or our guarantors
issued the notes or the guarantees or granted the security interests,
as applicable, or that regardless of the method of valuation, a court
would determine that we or our guarantors were insolvent on that date;
or
    
    whether a court would not determine that the notes, the guarantees or
the security interests constituted fraudulent transfers on another
ground.
 Because the notes were issued with original issue discount, the interest payable in a bankruptcy
case could be reduced, including by deduction of amounts of unmatured interest at the time of
bankruptcy filing.
  Because the notes were issued with original issue discount, U.S. holders of the notes generally
must include interest in income in advance of the receipt of cash attributable to such income.
  There is no established trading market for the notes, and an active trading market may not develop
for the notes. Therefore, a holder of the notes may not be able to sell the notes readily or at all
or at or above the price that such holder paid.
  
    
    our operating performance and financial condition;
    
    prevailing interest rates;
    
    the interest of securities dealers in making a market for them; and
    
    the market for similar securities.
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Restaurant Locations
   ConceptsState
    
    El Torito(1)
    
    
    Chevys
    
    
    Acapulco
    
    
    Franchised
    
    
    Other(2)
    
    
    TotalCalifornia
    
    
    75
    
    
    
    46
    
    
    
    31
    
    
    
    1
    
    
    
    2
    
    
    
    155Missouri
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    4
    
    
    
    12Illinois
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    4
    
    
    
    1
    
    
    
    6New Jersey
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    5Oregon
    
    
    1
    
    
    
    3
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    5Florida
    
    
    1
    
    
    
    2
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    4Maryland
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    4New York
    
    
    1
    
    
    
    2
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    4Virginia
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    4Arizona
    
    
    2
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4Washington
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    1
    
    
    
    3Louisiana
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    2Nevada
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Indiana
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Minnesota
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1South Dakota
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1Total domestic
    
    
    81
    
    
    
    66
    
    
    
    32
    
    
    
    26
    
    
    
    8
    
    
    
    213Japan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    6Turkey
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    2Total including International
    
    
    81
    
    
    
    66
    
    
    
    32
    
    
    
    34
    
    
    
    8
    
    
    
    221
 
 (1)
    
    Includes El Torito Grill and Sinigual restaurants.(2)
    
    Includes Las Brisas, Who ·Song&Larrys, El Paso Cantina and Casa Gallardo restaurants.  23




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PART II
 
  Market Information
  Holders
   Dividends
  Securities Authorized For Issuance under Equity Compensation Plans
  Recent Sales of Unregistered Securities and Repurchases of Equity Securities
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Successor
    
    
    PredecessorFiscal
    
    
    November 14,
    
    
    December 31,
    
    
    Fiscal
    
    
    August 21,
    
    
    December 26,
    
    
    FiscalYear
    
    
    2008 to
    
    
    2007 to
    
    
    Year
    
    
    2006 to
    
    
    2005 to
    
    
    YearEnded
    
    
    December 28,
    
    
    November 13,
    
    
    Ended
    
    
    December 31,
    
    
    August 20,
    
    
    Ended2009
    
    
    2008
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2006
    
    
    2005(4)(in thousands)Statement of Operations Data:Restaurant revenues
    
    $
    456,699
    
    
    $
    52,448
    
    
    $
    456,587
    
    
    $
    523,352
    
    
    $
    179,630
    
    
    $
    351,591
    
    
    $
    510,013Other revenue
    
    
    41,302
    
    
    
    4,571
    
    
    
    37,110
    
    
    
    38,164
    
    
    
    11,094
    
    
    
    18,358
    
    
    
    20,532Total revenues
    
    
    500,597
    
    
    
    57,316
    
    
    
    496,429
    
    
    
    565,191
    
    
    
    192,098
    
    
    
    372,552
    
    
    
    534,296Cost of sales
    
    
    121,451
    
    
    
    14,255
    
    
    
    123,878
    
    
    
    140,824
    
    
    
    46,883
    
    
    
    87,388
    
    
    
    127,126Labor
    
    
    185,455
    
    
    
    21,210
    
    
    
    178,962
    
    
    
    199,843
    
    
    
    67,729
    
    
    
    125,748
    
    
    
    186,390Direct operating and occupancy expense
    
    
    136,395
    
    
    
    14,886
    
    
    
    133,351
    
    
    
    148,307
    
    
    
    51,127
    
    
    
    94,422
    
    
    
    140,648Total operating costs
    
    
    443,301
    
    
    
    50,351
    
    
    
    436,191
    
    
    
    488,974
    
    
    
    165,739
    
    
    
    307,558
    
    
    
    454,164General and administrative expenses
    
    
    25,323
    
    
    
    3,234
    
    
    
    26,493
    
    
    
    31,901
    
    
    
    11,414
    
    
    
    18,893
    
    
    
    28,346Depreciation and amortization
    
    
    31,230
    
    
    
    3,750
    
    
    
    21,724
    
    
    
    23,961
    
    
    
    10,323
    
    
    
    12,230
    
    
    
    18,498Impairment of goodwill and intangible assets
    
    
    16,294
    
    
    
    
    
    
    
    163,196
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    Gain on extinguishment of debt
    
    
    (10,875
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating (loss) income
    
    
    (9,384
    )
    
    
    (19
    )
    
    
    (158,668
    )
    
    
    6,854
    
    
    
    3,379
    
    
    
    18,150
    
    
    
    31,433Interest expense
    
    
    45,870
    
    
    
    4,108
    
    
    
    16,407
    
    
    
    19,326
    
    
    
    10,481
    
    
    
    16,005
    
    
    
    22,973(Loss) income before income tax provision
    
    
    (55,005
    )
    
    
    (4,103
    )
    
    
    (173,061
    )
    
    
    (10,802
    )
    
    
    (8,238
    )
    
    
    2,787
    
    
    
    8,677Net (loss) income
    
    
    (49,598
    )
    
    
    (4,103
    )
    
    
    (173,113
    )
    
    
    (23,546
    )
    
    
    (5,047
    )
    
    
    1,480
    
    
    
    13,386Redeemable preferred stock accretion
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,126
    )
    
    
    (14,583
    )Net loss attributable to common
stockholders(1)
    
    $
    (49,598
    )
    
    $
    (4,103
    )
    
    $
    (173,113
    )
    
    $
    (23,546
    )
    
    $
    (5,047
    )
    
    $
    (8,646
    )
    
    $
    (1,197
    )Balance Sheet Data:Cash and cash equivalents
    
    
    3,317
    
    
    
    2,099
    
    
    
    
    
    
    
    2,323
    
    
    
    2,710
    
    
    
    
    
    
    
    14,871Property and equipment, net
    
    
    84,524
    
    
    
    110,505
    
    
    
    
    
    
    
    96,179
    
    
    
    90,802
    
    
    
    
    
    
    
    82,592Total assets
    
    
    252,361
    
    
    
    298,328
    
    
    
    
    
    
    
    434,455
    
    
    
    447,135
    
    
    
    
    
    
    
    310,889Total debt(2)
    
    
    147,114
    
    
    
    161,813
    
    
    
    
    
    
    
    186,187
    
    
    
    183,905
    
    
    
    
    
    
    
    182,031Total stockholders equity
    
    
    2,320
    
    
    
    23,044
    
    
    
    
    
    
    
    163,113
    
    
    
    184,077
    
    
    
    
    
    
    
    50,584Other Financial Data:Capital expenditures
    
    $
    6,773
    
    
    $
    24,068
    
    
    
    
    
    
    $
    34,404
    
    
    $
    26,380
    
    
    
    
    
    
    $
    23,408Ratio of earnings to fixed charges(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.2
    x
 
 (1)
    
    Net loss attributable to common stockholders includes the effect of the accretion of the
liquidation preference on the redeemable preferred stock which reduces net income or increases
net loss attributable to common stockholders for the relevant periods through August 20, 2006.(2)
    
    Total debt includes long-term debt, obligations under capital leases and unamortized debt
premium/discount.(3)
    
    For purposes of calculating the ratio of earnings to fixed charges, earnings consist of net
income before income taxes plus fixed charges. Fixed charges consist of interest expense on
all indebtedness, plus one-third of rental expense (the portion deemed representative of the
interest factor). For periods with a net loss before income taxes, this calculation is not
performed since the ratio is not meaningful.(4)
    
    Includes the results of Chevys since January 12, 2005, the date of acquisition.  26




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##### Table of Contents



The following Managements Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements as a result of certain factors, including those set
forth under the heading Forward-Looking Statements above and elsewhere in this report. Unless
otherwise provided below or the context otherwise requires, references to we, us, our and
Company refer to Real Mex Restaurants, Inc. and our consolidated subsidiaries. The following
discussion should be read in conjunction with our consolidated financial statements and related
notes thereto included elsewhere in this report.
 Overview
  ·
          27




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##### Table of Contents



Results of Operations
  Successor
    
    
    PredecessorFiscal
    
    
    November 14,
    
    
    December 31,
    
    
    FiscalYear
    
    
    2008 to
    
    
    2007 to
    
    
    YearEnded
    
    
    December 28,
    
    
    November 13,
    
    
    Ended2009
    
    
    2008
    
    
    2008
    
    
    2007Total revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    24.3
    
    
    
    24.9
    
    
    
    25.0
    
    
    
    24.9Labor
    
    
    37.0
    
    
    
    37.0
    
    
    
    36.0
    
    
    
    35.4Direct operating and occupancy expense
    
    
    27.2
    
    
    
    26.0
    
    
    
    26.9
    
    
    
    26.2Total operating costs
    
    
    88.6
    
    
    
    87.8
    
    
    
    87.9
    
    
    
    86.5General and administrative expense
    
    
    5.1
    
    
    
    5.6
    
    
    
    5.3
    
    
    
    5.6Depreciation and amortization
    
    
    6.2
    
    
    
    6.5
    
    
    
    4.4
    
    
    
    4.2Impairment of goodwill and intangible assets
    
    
    3.3
    
    
    
    
    
    
    
    32.9
    
    
    
    1.8Operating (loss) income
    
    
    (1.9
    )
    
    
    
    
    
    
    (32.0
    )
    
    
    1.2Interest expense
    
    
    9.2
    
    
    
    7.2
    
    
    
    3.3
    
    
    
    3.4Loss before income tax provision
    
    
    (11.0
    )
    
    
    (7.2
    )
    
    
    (34.9
    )
    
    
    (1.9
    )Net loss
    
    
    (9.9
    )
    
    
    (7.2
    )
    
    
    (34.9
    )
    
    
    (4.2
    )
  28




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##### Table of Contents



Fiscal Year 2009 Compared to Fiscal Year 2008
 Total Revenues
 Cost of Sales
 Labor
 Direct Operating and Occupancy Expense
 General and Administrative Expense
 Depreciation and Amortization
 Impairment of Goodwill and Other Intangible Assets.
 Interest Expense
  29




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##### Table of Contents



Gain on Extinguishment of Debt
 Income tax provision.
 Fiscal Year 2008 Compared to Fiscal Year 2007
 Total Revenues
 Cost of Sales
 Labor
 Direct Operating and Occupancy Expense
 General and Administrative Expense
 Depreciation and Amortization
  30




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##### Table of Contents



Impairment of Goodwill and Other Intangible Assets.
 Interest Expense
 Income tax provision.
 Liquidity and Capital Resources
  Working Capital and Cash Flows
  Operating Activities
  31




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##### Table of Contents



Investing Activities
  Financing Activities
 Debt and Other Obligations
      32




---



##### Table of Contents



Senior Secured Revolving Credit Facilities
    Senior Unsecured Credit Facility
   33




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##### Table of Contents



Mortgage.
 Capital Leases
  Less than
    
    
    
    
    
    
    
    
    
    
    More than 5Total
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    Years($ in thousands)Contractual ObligationsLong Term Debt Obligations(1)
    
    $
    157,071
    
    
    $
    657
    
    
    $
    182
    
    
    $
    156,192
    
    
    $
    40Capital Lease Obligations
    
    
    1,533
    
    
    
    496
    
    
    
    589
    
    
    
    171
    
    
    
    277Operating Lease Obligations(2)
    
    
    260,740
    
    
    
    41,641
    
    
    
    72,225
    
    
    
    54,250
    
    
    
    92,624Purchase Obligations
    
    
    52,267
    
    
    
    38,462
    
    
    
    5,522
    
    
    
    5,522
    
    
    
    2,761Total
    
    $
    471,611
    
    
    $
    81,256
    
    
    $
    78,518
    
    
    $
    216,135
    
    
    $
    95,702
 
 (1)
    
    Includes our notes, senior unsecured credit facility, senior secured revolving credit
facility, mortgage and an obligation to a vendor. We have not included any scheduled interest
payments in this table. See Debt and Other Obligations for a discussion of terms for each
significant component of long term debt.(2)
    
    In addition to the base rent, many of our leases contain percentage rent clauses, which
obligate us to pay additional rents based on a percentage of sales, when sales levels exceed a
contractually defined base. We recorded such additional rent expenses of $1,538 in Successor
2009, $198 in Successor 2008, $1,926 in Predecessor 2008 and $2,164 in Predecessor 2007.
Operating Lease Obligations do not reflect potential renewals or replacements of expiring
leases. Off-Balance Sheet Arrangements
   34




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##### Table of Contents



Inflation
   Critical Accounting Policies
   Property and Equipment
  Long-Lived Asset Impairment
    35




---



##### Table of Contents



Goodwill and Intangible Assets
     Self-Insurance
    36




---



##### Table of Contents



Income Taxes
   Revenue Recognition
  Recently Adopted Accounting Standards
      37




---



##### Table of Contents



FASB Accounting Standards Codification
  
       38




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
  39




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##### Table of Contents



Real Mex Restaurants, Inc.
 
 Consolidated Balance Sheets
(In Thousands, Except For Share Data)
 December 27,
    
    
    December 28,2009
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    3,317
    
    
    $
    2,099Trade receivables, net
    
    
    9,491
    
    
    
    9,102Other receivables
    
    
    603
    
    
    
    873Inventories, net
    
    
    10,834
    
    
    
    13,563Prepaid expenses
    
    
    3,206
    
    
    
    7,253Other current assets
    
    
    359
    
    
    
    1,848Current portion of favorable lease asset, net
    
    
    5,418
    
    
    
    5,902Total current assets
    
    
    33,228
    
    
    
    40,640Property and equipment, net
    
    
    84,524
    
    
    
    110,505Goodwill, net
    
    
    43,812
    
    
    
    43,200Trademarks and other intangible assets
    
    
    55,700
    
    
    
    68,900Deferred charges
    
    
    7,108
    
    
    
    1,404Favorable lease asset, less current portion, net
    
    
    19,599
    
    
    
    25,382Other assets
    
    
    8,390
    
    
    
    8,297Total assets
    
    $
    252,361
    
    
    $
    298,328Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    16,785
    
    
    $
    23,198Accrued self-insurance reserves
    
    
    14,790
    
    
    
    15,619Accrued compensation and benefits
    
    
    12,923
    
    
    
    16,216Accrued interest
    
    
    9,759
    
    
    
    3,444Other accrued liabilities
    
    
    11,966
    
    
    
    11,982Current portion of long-term debt
    
    
    657
    
    
    
    8,313Current portion of capital lease obligations
    
    
    402
    
    
    
    453Total current liabilities
    
    
    67,282
    
    
    
    79,225Long-term debt, less current portion
    
    
    145,271
    
    
    
    152,105Capital lease obligations, less current portion
    
    
    784
    
    
    
    942Deferred tax liabilities
    
    
    26,059
    
    
    
    31,549Unfavorable lease liability, less current portion, net
    
    
    6,415
    
    
    
    8,445Other liabilities
    
    
    4,230
    
    
    
    3,018Total liabilities
    
    
    250,041
    
    
    
    275,284Commitments and contingencies
    
    
    
    
    
    
    Stockholders equity:Common stock, $.001 par value, 1,000 shares
authorized, issued and outstanding at December 27,
2009 and December 28, 2008
    
    
    
    
    
    
    Additional paid-in capital
    
    
    56,021
    
    
    
    27,147Accumulated deficit
    
    
    (53,701
    )
    
    
    (4,103
    )Total stockholders equity
    
    
    2,320
    
    
    
    23,044Total liabilities and stockholders equity
    
    $
    252,361
    
    
    $
    298,328
 See notes to consolidated financial statements.
  40




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Real Mex Restaurants, Inc.
 
 Consolidated Statements of Operations
(In Thousands)
 Successor
    
    
    PredecessorFiscal
    
    
    November 14,
    
    
    December 31,
    
    
    FiscalYear Ended
    
    
    2008 to
    
    
    2007 to
    
    
    Year EndedDecember 27,
    
    
    December 28,
    
    
    November 13,
    
    
    December 30,2009
    
    
    2008
    
    
    2008
    
    
    2007Revenues:Restaurant revenues
    
    $
    456,699
    
    
    $
    52,448
    
    
    $
    456,587
    
    
    $
    523,352Other revenues
    
    
    41,302
    
    
    
    4,571
    
    
    
    37,110
    
    
    
    38,164Franchise revenues
    
    
    2,596
    
    
    
    297
    
    
    
    2,732
    
    
    
    3,675Total revenues
    
    
    500,597
    
    
    
    57,316
    
    
    
    496,429
    
    
    
    565,191Costs and expenses:Cost of sales
    
    
    121,451
    
    
    
    14,255
    
    
    
    123,878
    
    
    
    140,824Labor
    
    
    185,455
    
    
    
    21,210
    
    
    
    178,962
    
    
    
    199,843Direct operating and occupancy expense
    
    
    136,395
    
    
    
    14,886
    
    
    
    133,351
    
    
    
    148,307General and administrative expense
    
    
    25,323
    
    
    
    3,234
    
    
    
    26,493
    
    
    
    31,901Depreciation and amortization
    
    
    31,230
    
    
    
    3,750
    
    
    
    21,724
    
    
    
    23,961Pre-opening costs
    
    
    
    
    
    
    
    
    
    
    2,342
    
    
    
    2,139Impairment of goodwill and intangible assets
    
    
    16,294
    
    
    
    
    
    
    
    163,196
    
    
    
    10,000Impairment of property and equipment
    
    
    4,708
    
    
    
    
    
    
    
    5,151
    
    
    
    1,362Gain on extinguishment of debt
    
    
    (10,875
    )
    
    
    
    
    
    
    
    
    
    
    Operating (loss) income
    
    
    (9,384
    )
    
    
    (19
    )
    
    
    (158,668
    )
    
    
    6,854Other income (expense):Interest expense
    
    
    (45,870
    )
    
    
    (4,108
    )
    
    
    (16,407
    )
    
    
    (19,326
    )Other income, net
    
    
    249
    
    
    
    24
    
    
    
    2,014
    
    
    
    1,670Total other expense, net
    
    
    (45,621
    )
    
    
    (4,084
    )
    
    
    (14,393
    )
    
    
    (17,656
    )Loss before income tax provision
    
    
    (55,005
    )
    
    
    (4,103
    )
    
    
    (173,061
    )
    
    
    (10,802
    )Income tax (benefit) provision
    
    
    (5,407
    )
    
    
    
    
    
    
    52
    
    
    
    12,744Net loss
    
    $
    (49,598
    )
    
    $
    (4,103
    )
    
    $
    (173,113
    )
    
    $
    (23,546
    )
 See notes to consolidated financial statements.
  41




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##### Table of Contents



Real Mex Restaurants, Inc.
 
 Consolidated Statements of Stockholders Equity
(In Thousands, Except For Share Data)
 PredecessorAdditionalCommon Stock
    
    
    Paid-in
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    TotalBalance at December 31, 2006
    
    
    1,000
    
    
    $
    
    
    
    $
    199,124
    
    
    $
    (15,047
    )
    
    $
    184,077Contribution from parent
    
    
    
    
    
    
    
    
    
    
    1,743
    
    
    
    
    
    
    
    1,743Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    839
    
    
    
    
    
    
    
    839Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,546
    )
    
    
    (23,546
    )Balance at December 30, 2007
    
    
    1,000
    
    
    
    
    
    
    
    201,706
    
    
    
    (38,593
    )
    
    
    163,113Contribution from parent
    
    
    
    
    
    
    
    
    
    
    5,554
    
    
    
    
    
    
    
    5,554Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    406
    
    
    
    
    
    
    
    406Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (173,113
    )
    
    
    (173,113
    )Balance at November 13, 2008
    
    
    1,000
    
    
    $
    
    
    
    $
    207,666
    
    
    $
    (211,706
    )
    
    $
    (4,040
    )
 SuccessorAdditionalCommon Stock
    
    
    Paid-in
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    TotalRecapitalization of the Company, November 14, 2008
    
    
    1,000
    
    
    $
    
    
    
    $
    27,175
    
    
    $
    
    
    
    $
    27,175Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (28
    )
    
    
    
    
    
    
    (28
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,103
    )
    
    
    (4,103
    )Balance at December 28, 2008
    
    
    1,000
    
    
    
    
    
    
    
    27,147
    
    
    
    (4,103
    )
    
    
    23,044Contribution from parent
    
    
    
    
    
    
    
    
    
    
    28,614
    
    
    
    
    
    
    
    28,614Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    260
    
    
    
    
    
    
    
    260Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (49,598
    )
    
    
    (49,598
    )Balance at December 27, 2009
    
    
    1,000
    
    
    $
    
    
    
    $
    56,021
    
    
    $
    (53,701
    )
    
    $
    2,320
 See notes to consolidated financial statements.
  42




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##### Table of Contents



Real Mex Restaurants, Inc.
 
 Consolidated Statements of Cash Flows
(In Thousands)
 Successor
    
    
    PredecessorFiscal Year
    
    
    November 14,
    
    
    December 31,
    
    
    Fiscal YearEnded
    
    
    2008 to
    
    
    2007 to
    
    
    EndedDecember 27,
    
    
    December 28,
    
    
    November 13,
    
    
    December 30,2009
    
    
    2008
    
    
    2008
    
    
    2007Operating activitiesNet loss
    
    $
    (49,598
    )
    
    $
    (4,103
    )
    
    $
    (173,113
    )
    
    $
    (23,546
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation
    
    
    27,619
    
    
    
    3,334
    
    
    
    19,780
    
    
    
    22,254Amortization of:Favorable lease asset and unfavorable lease liability, net
    
    
    3,611
    
    
    
    416
    
    
    
    1,944
    
    
    
    1,707Debt discount/(premium)
    
    
    20,273
    
    
    
    1,535
    
    
    
    (1,050
    )
    
    
    (1,563
    )Deferred financing costs
    
    
    2,626
    
    
    
    169
    
    
    
    1,571
    
    
    
    1,828Impairment of goodwill and intangible assets
    
    
    16,294
    
    
    
    
    
    
    
    163,196
    
    
    
    10,000Impairment of property and equipment
    
    
    4,708
    
    
    
    
    
    
    
    5,151
    
    
    
    1,362Loss (gain) on disposal of property and equipment
    
    
    196
    
    
    
    
    
    
    
    (402
    )
    
    
    (877
    )Gain on lease termination
    
    
    
    
    
    
    
    
    
    
    (600
    )
    
    
    Gain on extinguishment of debt
    
    
    (10,875
    )
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation expense
    
    
    260
    
    
    
    (28
    )
    
    
    406
    
    
    
    839Non-cash consulting expense
    
    
    950
    
    
    
    
    
    
    
    
    
    
    
    Deferred income taxes
    
    
    (5,423
    )
    
    
    
    
    
    
    
    
    
    
    12,731Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    231Changes in operating assets and liabilities:Trade and other receivables
    
    
    (119
    )
    
    
    2,125
    
    
    
    654
    
    
    
    (2,578
    )Inventories
    
    
    2,729
    
    
    
    (625
    )
    
    
    (889
    )
    
    
    (1,484
    )Prepaid expenses and other current assets
    
    
    5,536
    
    
    
    (3,409
    )
    
    
    4,638
    
    
    
    (201
    )Related party receivable/payable
    
    
    
    
    
    
    
    
    
    
    (66
    )
    
    
    6,096Deferred charges
    
    
    
    
    
    
    
    
    
    
    35
    
    
    
    (148
    )Other assets
    
    
    (330
    )
    
    
    6
    
    
    
    66
    
    
    
    73Accounts payable and accrued liabilities
    
    
    (2,750
    )
    
    
    7,342
    
    
    
    (7,551
    )
    
    
    (6,519
    )Other liabilities
    
    
    1,211
    
    
    
    424
    
    
    
    3,959
    
    
    
    5,225Net cash provided by operating activities
    
    
    16,918
    
    
    
    7,186
    
    
    
    17,729
    
    
    
    25,430Investing activitiesPurchases of property and equipment
    
    
    (6,773
    )
    
    
    (736
    )
    
    
    (23,332
    )
    
    
    (34,404
    )Exchange transaction costs
    
    
    (542
    )
    
    
    (20
    )
    
    
    (1,153
    )
    
    
    Sale of Fuzio trademark
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,200Proceeds from lease termination
    
    
    
    
    
    
    
    
    
    
    600
    
    
    
    Net proceeds from disposal of property and equipment
    
    
    66
    
    
    
    
    
    
    
    302
    
    
    
    4,789Net cash used in investing activities
    
    
    (7,249
    )
    
    
    (756
    )
    
    
    (23,583
    )
    
    
    (28,415
    )Financing activitiesNet (payment) borrowing under revolving credit facility
    
    
    (7,600
    )
    
    
    (5,900
    )
    
    
    2,500
    
    
    
    3,050Borrowings under long-term debt agreements
    
    
    114,799
    
    
    
    466
    
    
    
    1,375
    
    
    
    981Payments on long-term debt agreements and capital lease obligations
    
    
    (107,269
    )
    
    
    (314
    )
    
    
    (1,449
    )
    
    
    (577
    )Payment of financing costs
    
    
    (8,460
    )
    
    
    
    
    
    
    (500
    )
    
    
    (856
    )Capital contributions from Parent
    
    
    79
    
    
    
    
    
    
    
    3,022
    
    
    
    Net cash (used in) provided by financing activities
    
    
    (8,451
    )
    
    
    (5,748
    )
    
    
    4,948
    
    
    
    2,598Net increase (decrease) in cash and cash equivalents
    
    
    1,218
    
    
    
    682
    
    
    
    (906
    )
    
    
    (387
    )Cash and cash equivalents at beginning of period
    
    
    2,099
    
    
    
    1,417
    
    
    
    2,323
    
    
    
    2,710Cash and cash equivalents at end of period
    
    $
    3,317
    
    
    $
    2,099
    
    
    $
    1,417
    
    
    $
    2,323Supplemental disclosure of cash flow informationInterest paid
    
    $
    15,683
    
    
    $
    873
    
    
    $
    16,910
    
    
    $
    19,722Income taxes paid
    
    $
    16
    
    
    $
    
    
    
    $
    52
    
    
    $
    38Supplemental disclosure of noncash investing and financing activitiesIn-kind interest on senior unsecured credit facility added to principal
    
    $
    974
    
    
    $
    
    
    
    $
    
    
    
    $
    
 See notes to consolidated financial statements.
  43




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##### Table of Contents



Real Mex Restaurants, Inc.
 
 Notes to Consolidated Financial Statements
December 27, 2009
(In Thousands, Except For Share Data)
 1. Description of Business
 ® ® ®
 Basis of Presentation
   Liquidity
  2. Acquisitions
 Exchange Agreement
    44




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##### Table of Contents



Cash and cash equivalents
    
    $
    1,417Trade and other accounts receivable
    
    
    12,100Inventories
    
    
    12,938Other current assets
    
    
    5,692Property and equipment
    
    
    113,154Other assets
    
    
    41,841Trademarks and other intangible assets
    
    
    68,900Goodwill
    
    
    43,178Total assets acquired
    
    
    299,220Accounts payable and accrued liabilities
    
    
    60,616Long-term debt
    
    
    166,026Deferred tax liability
    
    
    31,549Other liabilities
    
    
    13,854Total liabilities assumed
    
    
    272,045Net assets acquired
    
    $
    27,175
  Merger Agreement
  3. Summary of Accounting Policies
 Principles of Consolidation
  Use of Estimates
  Cash and Cash Equivalents
   45




---



##### Table of Contents



Receivables
  Inventories
  Supplies and Expendable Equipment
  Pre-Opening Costs
  Property and Equipment
  Impairment of Long-Lived Assets
  Impairment of Goodwill and Intangible Assets
   46




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##### Table of Contents



Intangible Assets
  December 27,
    
    
    December 28,2009
    
    
    2008Trademarks
    
    $
    46,800
    
    
    $
    55,900Franchise agreements
    
    
    8,900
    
    
    
    13,000$
    55,700
    
    
    $
    68,900
 Deferred Charges
  2010
    
    
    2011
    
    
    2012
    
    
    2013Deferred financing costs
    
    $
    2,449
    
    
    $
    2,449
    
    
    $
    2,190
    
    
    $
    20
 Favorable Lease Asset and Unfavorable Lease Liability
   47




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##### Table of Contents



2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    ThereafterFavorable lease asset
    
    $
    5,418
    
    
    $
    4,780
    
    
    $
    4,344
    
    
    $
    3,687
    
    
    $
    2,889
    
    
    $
    3,899Unfavorable lease liability
    
    
    (2,024
    )
    
    
    (1,516
    )
    
    
    (1,264
    )
    
    
    (860
    )
    
    
    (662
    )
    
    
    (2,113
    )Net amortization expense
    
    $
    3,394
    
    
    $
    3,264
    
    
    $
    3,080
    
    
    $
    2,827
    
    
    $
    2,227
    
    
    $
    1,786
 Liquor Licenses
  Income Taxes
    Revenue Recognition
  Self Insurance
  Gift Certificates and Gift Cards
   48




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##### Table of Contents



Segment Information
  Promotion and Advertising Expense
  Operating Leases
  Concentration of Credit Risk
  Fair Value of Financial Instruments
  Recently Adopted Accounting Standards
   49




---



##### Table of Contents



FASB Accounting Standards Codification
  4. Property and Equipment
  December 27,
    
    
    December 28,2009
    
    
    2008Land and land improvements
    
    $
    1,530
    
    
    $
    1,530Buildings and improvements
    
    
    379
    
    
    
    939Furniture, fixtures and equipment
    
    
    46,340
    
    
    
    43,789Leasehold improvements and leasehold rights
    
    
    78,727
    
    
    
    79,193Property and equipment, total
    
    
    126,975
    
    
    
    125,451Less accumulated depreciation and amortization
    
    
    (42,451
    )
    
    
    (14,946
    )Property and equipment, net
    
    $
    84,524
    
    
    $
    110,505
 5. Accounts Payable and Other Accrued Liabilities
  December 27,
    
    
    December 28,2009
    
    
    2008Trade accounts payable
    
    $
    14,241
    
    
    $
    20,329Gift cards and gift certificates
    
    
    2,544
    
    
    
    2,869$
    16,785
    
    
    $
    23,198
  50




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##### Table of Contents



December 27,
    
    
    December 28,2009
    
    
    2008Rent and occupancy expenses
    
    $
    1,210
    
    
    $
    1,500Sales taxes
    
    
    4,028
    
    
    
    3,960Other
    
    
    6,728
    
    
    
    6,522$
    11,966
    
    
    $
    11,982
 6. Long-Term Debt
  December 27,
    
    
    December 28,2009
    
    
    2008Senior Secured Notes due 2010
    
    $
    
    
    
    $
    105,000Senior Secured Notes due 2013
    
    
    130,000
    
    
    
    Senior Secured Notes unamortized debt discount
    
    
    (11,143
    )
    
    
    (18,415
    )Senior Secured Revolving Credit Facility
    
    
    
    
    
    
    7,600Senior Unsecured Credit Facility  Related Party
    
    
    25,974
    
    
    
    65,000Mortgage
    
    
    519
    
    
    
    591Other
    
    
    578
    
    
    
    642145,928
    
    
    
    160,418Less current portion
    
    
    (657
    )
    
    
    (8,313
    )$
    145,271
    
    
    $
    152,105
 Senior Secured Notes due 2013
    51




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##### Table of Contents



Senior Secured Revolving Credit Facilities
       52




---



##### Table of Contents



Senior Unsecured Credit Facility
     53




---



##### Table of Contents



Mortgage.
  December 27,
    
    December 28,2009
    
    2008Senior Secured Notes due 2010
    
    
    
    10.25%Senior Secured Notes due 2013
    
    14.00%
    
    Senior Secured Revolving Credit Facilities
    
    7.42 to 9.25%
    
    7.11 to 7.94%Senior Unsecured Credit Facility
    
    16.50%
    
    12.50%Mortgage
    
    9.28%
    
    9.28%Other
    
    3.20 to 4.70%
    
    3.98 to 4.70%
  UnamortizedDebtPrincipal
    
    
    Discount
    
    
    Total2010
    
    $
    657
    
    
    $
    (3,714
    )
    
    $
    (3,057
    )2011
    
    
    87
    
    
    
    (3,714
    )
    
    
    (3,627
    )2012
    
    
    95
    
    
    
    (3,715
    )
    
    
    (3,620
    )2013
    
    
    156,078
    
    
    
    
    
    
    
    156,0782014
    
    
    114
    
    
    
    
    
    
    
    114Thereafter
    
    
    40
    
    
    
    
    
    
    
    40$
    157,071
    
    
    $
    (11,143
    )
    
    $
    145,928
 7. Capitalization
 Common Stock
  Stock Option Plans
    54




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##### Table of Contents



WeightedAverageShares
    
    
    Exercise PriceOutstanding at December 30, 2007  Predecessor
    
    
    799
    
    
    $
    8,150Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited/expired
    
    
    (169
    )
    
    
    8,150Outstanding at November 13, 2008  Predecessor
    
    
    630
    
    
    $
    8,150Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited/expired
    
    
    (300
    )
    
    
    8,150Outstanding at December 28, 2008  Successor
    
    
    330
    
    
    
    8,150Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited/expired
    
    
    
    
    
    
    Outstanding at December 27, 2009  Successor
    
    
    330
    
    
    $
    8,150Vested and expected to vest at December 27, 2009
    
    
    322
    
    
    $
    8,150Exercisable at December 27, 2009
    
    
    197
    
    
    $
    8,150
   8. Income Taxes
  Successor
    
    
    PredecessorDecember 27,
    
    
    December 28,
    
    
    November 13,
    
    
    December 30,2009
    
    
    2008
    
    
    2008
    
    
    2007Current:Federal
    
    $
    
    
    
    $
    
    
    
    $
    28
    
    
    $
    State
    
    
    16
    
    
    
    
    
    
    
    24
    
    
    
    5816
    
    
    
    
    
    
    
    52
    
    
    
    58Deferred:Federal
    
    
    (4,612
    )
    
    
    
    
    
    
    
    
    
    
    10,621State
    
    
    (811
    )
    
    
    
    
    
    
    
    
    
    
    2,065(5,423
    )
    
    
    
    
    
    
    
    
    
    
    12,686Total income tax (benefit) expense
    
    $
    (5,407
    )
    
    $
    
    
    
    $
    52
    
    
    $
    12,744
  55




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##### Table of Contents



December 27,
    
    
    December 28,2009
    
    
    2008Deferred tax assets:Federal net operating loss carry-forwards
    
    $
    10,649
    
    
    $
    State net operating loss carry-forwards
    
    
    6,662
    
    
    
    Goodwill and other intangibles
    
    
    20,262
    
    
    
    24,808Accrued expenses not currently deductible
    
    
    8,197
    
    
    
    6,470Tax credit carry-forwards
    
    
    900
    
    
    
    Property and equipment basis difference
    
    
    9,227
    
    
    
    7,144Deferred rent
    
    
    867
    
    
    
    72Gift certificates and other deferred income
    
    
    1,055
    
    
    
    537Deferred compensation
    
    
    761
    
    
    
    1,262State taxes
    
    
    2,704
    
    
    
    1,872Other
    
    
    4,554
    
    
    
    5,204Total deferred tax assets
    
    
    65,838
    
    
    
    47,369Deferred tax liabilities:Prepaid expenses
    
    
    (535
    )
    
    
    (397
    )Trademarks and other indefinite lived intangibles
    
    
    (26,059
    )
    
    
    (31,549
    )Lease amortization
    
    
    (10,370
    )
    
    
    (12,732
    )Unamortized landlord allowance
    
    
    (3,036
    )
    
    
    (3,097
    )Unamortized debt discount
    
    
    
    
    
    
    (8,019
    )Total deferred tax liabilities
    
    
    (40,000
    )
    
    
    (55,794
    )Valuation allowance
    
    
    (51,897
    )
    
    
    (23,124
    )Net deferred tax liability
    
    $
    (26,059
    )
    
    $
    (31,549
    )
   Successor
    
    
    PredecessorDecember 27,
    
    
    December 28,
    
    
    December 30,2009
    
    
    2008
    
    
    2007Income tax at U.S. federal statutory tax rate
    
    
    34.0
    %
    
    
    34.0
    %
    
    
    34.0
    %State income tax, net of federal benefit
    
    
    0.9
    
    
    
    0.0
    
    
    
    4.7Valuation allowance
    
    
    (23.3
    )
    
    
    (13.0
    )
    
    
    (123.0
    )Non-deductible transaction costs
    
    
    
    
    
    
    
    
    
    
    Impairment of goodwill and intangibles
    
    
    (1.7
    )
    
    
    (92.1
    )
    
    
    Purchase accounting adjustment
    
    
    
    
    
    
    71.2
    
    
    
    Permanent true-ups
    
    
    
    
    
    
    
    
    
    
    (33.3
    )Other
    
    
    (0.1
    )
    
    
    (0.1
    )
    
    
    (0.4
    )Effective tax rate
    
    
    9.8
    %
    
    
    0.0
    %
    
    
    (118.0
    )%
    56




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##### Table of Contents



9. Fair Value Measurement
  Level 1:
    
    Quoted prices are available in active markets for identical assets or liabilities as
of the reporting date. Active markets are those in which transactions for the asset or
liability occur in sufficient frequency and volume to provide pricing information on an
ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded
derivatives, listed equities and U.S. government treasury securities.Level 2:
    
    Pricing inputs are other than quoted prices in active markets included in Level 1,
which are either directly or indirectly observable as of the reporting date. Level 2
includes those financial instruments that are valued using models or other valuation
methodologies. These models are primarily industry-standard models that consider various
assumptions, including quoted forward prices for commodities, time value, volatility
factors, and current market and contractual prices for the underlying instruments, as well
as other relevant economic measures. Substantially all of these assumptions are observable
in the marketplace throughout the full term of the instrument, can be derived from
observable data or are supported by observable levels at which transactions are executed in
the marketplace. Instruments in this category include non-exchange-traded derivatives such
as over the counter forwards, options and repurchase agreements.Level 3:
    
    Pricing inputs include significant inputs that are generally less observable from
objective sources. These inputs may be used with internally developed methodologies that
result in managements best estimate of fair value. At each balance sheet date, we perform
an analysis of all applicable instruments and include in Level 3 all of those whose fair
value is based on significant unobservable inputs.
  Level 2: Significant Other Observable Inputs
    57




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##### Table of Contents



10. Commitments and Contingencies
 Leases
    Capital
    
    
    Minimum
    
    
    
    
    
    
    NetLease
    
    
    Lease
    
    
    Sublease
    
    
    LeaseObligations
    
    
    Commitments
    
    
    Income
    
    
    Commitments2010
    
    $
    496
    
    
    $
    41,641
    
    
    $
    (505
    )
    
    $
    41,6322011
    
    
    332
    
    
    
    37,709
    
    
    
    (420
    )
    
    
    37,6212012
    
    
    257
    
    
    
    34,516
    
    
    
    (345
    )
    
    
    34,4282013
    
    
    92
    
    
    
    29,870
    
    
    
    (240
    )
    
    
    29,7222014
    
    
    79
    
    
    
    24,380
    
    
    
    (240
    )
    
    
    24,219Thereafter
    
    
    277
    
    
    
    92,624
    
    
    
    (320
    )
    
    
    92,581Total minimum lease payments
    
    
    1,533
    
    
    $
    260,740
    
    
    $
    (2,070
    )
    
    $
    260,203Less: Amount representing interest
    
    
    (347
    )Present value of net minimum capital lease payments
    
    
    1,186Less: Current maturities of capital lease obligations
    
    
    (402
    )Long-term capital lease obligations
    
    $
    784
   Successor
    
    
    PredecessorDecember 27,
    
    
    December 28,
    
    
    November 13,
    
    
    December 30,2009
    
    
    2008
    
    
    2008
    
    
    2007Rental expense
    
    $
    47,946
    
    
    $
    4,997
    
    
    $
    41,935
    
    
    $
    45,369Percentage rent
expense above
minimum rent
(included in rental
expense)
    
    
    1,538
    
    
    
    198
    
    
    
    1,926
    
    
    
    2,164Net sublease income
    
    
    428
    
    
    
    45
    
    
    
    344
    
    
    
    227
 Purchase Obligations
  Litigation
   58




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##### Table of Contents



Self-Insurance
   11. Related Party Transactions
 Successor Transactions
     Predecessor Transactions
   59




---



##### Table of Contents



12. Employee Benefit Plan
  13. Other Events
  14. Condensed Consolidating Financial Statements
  15. Quarterly Results of Operations (Unaudited)
  Successor
    
    
    Successor
    
    
    Successor
    
    
    Successor13 weeks ended
    
    
    13 weeks ended
    
    
    13 weeks ended
    
    
    13 weeks endedMarch 29,
    
    
    June 28,
    
    
    September 27,
    
    
    December 27,2009
    
    
    2009
    
    
    2009
    
    
    2009Total revenues
    
    $
    128,493
    
    
    $
    135,924
    
    
    $
    124,211
    
    
    $
    111,969Operating income (loss)
    
    $
    208
    
    
    $
    4,643
    
    
    $
    (4,193
    )
    
    $
    (20,917
    )Net loss
    
    $
    (8,948
    )
    
    $
    (4,135
    )
    
    $
    (13,446
    )(1)
    
    $
    (23,069
    )(2)
 Predecessor
    
    
    SuccessorPredecessor
    
    
    Predecessor
    
    
    Predecessor
    
    
    Period from
    
    
    Period from13 weeks ended
    
    
    13 weeks ended
    
    
    13 weeks ended
    
    
    September 29, 2008
    
    
    November 14, 2008March 30,
    
    
    June 29,
    
    
    September 28,
    
    
    to
    
    
    to2008
    
    
    2008
    
    
    2008
    
    
    November 13, 2008
    
    
    December 28, 2008Total revenues
    
    $
    137,577
    
    
    $
    152,528
    
    
    $
    137,461
    
    
    $
    68,863
    
    
    $
    57,316Operating income (loss)
    
    $
    2,242
    
    
    $
    (27,728
    )
    
    $
    1,931
    
    
    $
    (135,113
    )
    
    $
    (20
    )Net loss
    
    $
    (2,204
    )
    
    $
    (31,839
    )(3)
    
    $
    (1,080
    )
    
    $
    (137,990
    )(4)
    
    $
    (4,103
    )
 
 (1)
    
    Includes impairment of goodwill and other intangible assets of $2,728.(2)
    
    Includes impairment of goodwill and other intangible assets of $16,294.(3)
    
    Includes impairment of goodwill and other intangible assets of $34,000.(4)
    
    Includes impairment of goodwill and other intangible assets of $129,196.  60




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##### Table of Contents



Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
   Changes in Internal Control Over Financial Reporting
  
    61




---



##### Table of Contents



PART III
 
  Directors, Executive Officers and Key Employees
  Name
    
    Age
    
    PositionRichard E. Rivera
    
    
    63
    
    
    President, Chief Executive Officer and ChairmanCarlos Angulo
    
    
    48
    
    
    President, Real Mex Foods, Inc.Roberto (Pepe) Lopez
    
    
    54
    
    
    Executive Chef and Senior Vice President, Research and DevelopmentRaymond Garcia
    
    
    55
    
    
    Senior Vice President of Operations  El Torito & AcapulcoNicholas Mayer
    
    
    47
    
    
    Senior Vice President of Operations  ChevysAnatoly Bushler
    
    
    33
    
    
    Director*+Jeff Campbell
    
    
    65
    
    
    Director*+Evan Geller
    
    
    33
    
    
    Director*+Craig S. Miller
    
    
    60
    
    
    Director*+Anthony Polazzi
    
    
    34
    
    
    Director*+Douglas Tapley
    
    
    37
    
    
    Director*+
 
 *
    
    Member of our audit committee.+
    
    Member of our compensation committee. Richard E. Rivera
 Carlos Angulo
 Roberto (Pepe) Lopez
 Raymond Garcia
 Nicholas Mayer
  62




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##### Table of Contents



Anatoly Bushler
 Jeff Campbell
 Evan Geller
 Craig S. Miller
 Anthony Polazzi
 Douglas Tapley
 Audit Committee Financial Expert
  Code of Ethics
   63




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##### Table of Contents



COMPENSATION DISCUSSION AND ANALYSIS
 Compensation Philosophy and Overall Objectives
  How is Compensation Determined
  Discussion of Specific Compensation Elements
  Base Salary
  Annual Bonus Plan
   64




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##### Table of Contents



Stock Option Plan
  Employment Agreements
 Richard E. Rivera
   Steven Tanner
     65




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##### Table of Contents



Compensation Polices and Practices As They Relate to the Companys Risk Management
  Compensation Committee Interlocks and Insider Participation
  Compensation Committee Report
  
 Summary Compensation Table
  Change inPension ValueNon-
    
    
    andEquity
    
    
    NonqualifiedIncentive
    
    
    Deferred
    
    
    AllName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Plan
    
    
    Compensation
    
    
    OtherPrincipal Position
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards(1)
    
    
    Compensation(2)
    
    
    Earnings(3)
    
    
    Compensation(4)
    
    
    Total($)
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)
    
    
    ($)Richard E. Rivera
    
    
    2009
    
    
    
    349,039
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,242
    (5)
    
    
    437,281CEO, President and Chairman (6)Steven Tanner
    
    
    2009
    
    
    
    307,995
    
    
    
    103,649
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,479
    
    
    
    440,122CFO (7)
    
    
    2008
    
    
    
    296,587
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,111
    
    
    
    322,6982007
    
    
    
    283,841
    
    
    
    40,000
    
    
    
    
    
    
    
    433,745
    
    
    
    
    
    
    
    
    
    
    
    46,970
    
    
    
    804,556Carlos Angulo
    
    
    2009
    
    
    
    284,450
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,013
    
    
    
    302,463President, Real Mex
    
    
    2008
    
    
    
    260,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,229
    
    
    
    281,229Foods, Inc.
    
    
    2007
    
    
    
    244,600
    
    
    
    40,000
    
    
    
    
    
    
    
    433,745
    
    
    
    
    
    
    
    
    
    
    
    39,225
    
    
    
    757,570Roberto (Pepe) Lopez
    
    
    2009
    
    
    
    211,544
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,376
    
    
    
    217,920Executive Chef and
    
    
    2008
    
    
    
    210,330
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,540
    
    
    
    220,870Senior Vice President, R&D
    
    
    2007
    
    
    
    209,309
    
    
    
    25,000
    
    
    
    
    
    
    
    78,863
    
    
    
    
    
    
    
    
    
    
    
    17,491
    
    
    
    330,663Raymond Garcia
    
    
    2009
    
    
    
    206,183
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,807
    
    
    
    211,990Senior Vice President,
    
    
    2008
    
    
    
    205,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,284
    
    
    
    210,284Operations  El Torito & Acapulco
    
    
    2007
    
    
    
    201,963
    
    
    
    28,000
    
    
    
    
    
    
    
    110,408
    
    
    
    
    
    
    
    
    
    
    
    14,095
    
    
    
    354,466
 
 (1)
    
    Represents grant date fair value related to options granted to acquire shares of RM
Restaurant Holding Corp., parent of the Company. These amounts do not reflect the amount of
compensation actually received by the Named Executive Officer during the fiscal year. For a
description of the assumptions used in calculating the grant date fair value of the equity
awards, see our Notes to Consolidated Financial Statements.(2)
    
    The Company does not have a Non-Equity Incentive Plan.(3)
    
    The Company does not have a pension plan and does not pay above market or preferential
earnings on deferred compensation plans.(4)
    
    All Other Compensation includes medical and dental reimbursements, automobile expenses,
employer matching contribution of a nonqualified deferred compensation plan, relocation
reimbursements and amounts paid in connection with the Agreement and Plan of Merger with our
parent.(5)
    
    Amount for Mr. Rivera includes reimbursements related to his relocation in accordance with his employment agreement.(6)
    
    Mr. Rivera joined the Company as an executive officer in April 2009.(7)
    
    Mr. Tanner departed from his position as an executive officer of the Company on February 12, 2010.  66




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##### Table of Contents



Option Grants in Fiscal Year Ended December 27, 2009
  Outstanding Equity Awards at Year End
  Option/Warrant Awards
    
    
    Stock AwardsEquityIncentiveEquity
    
    
    PlanIncentive
    
    
    Awards:Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    
    Market orIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    
    PayoutPlan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value ofAwards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unearned
    
    
    UnearnedNumber of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Market
    
    
    Shares
    
    
    SharesSecurities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Value of
    
    
    Units or
    
    
    Units orUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Shares or
    
    
    Other
    
    
    OtherUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    Stock That
    
    
    Unit That
    
    
    Rights That
    
    
    Rights ThatOptions (#)
    
    
    Options (#)
    
    
    Unearned
    
    
    Exercise
    
    
    Expiration
    
    
    Have Not
    
    
    Have Not
    
    
    Have Not
    
    
    Have NotName
    
    Exercisable
    
    
    Unexercisable
    
    
    Options (#)
    
    
    Price
    
    
    Date
    
    
    Vested (#)
    
    
    Vested
    
    
    Vested (#)
    
    
    VestedRichard E. Rivera
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Steven Tanner
    
    
    66
    
    
    
    44
    
    
    
    
    
    
    $
    8,150
    
    
    
    8/16/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Carlos Angulo
    
    
    66
    
    
    
    44
    
    
    
    
    
    
    $
    8,150
    
    
    
    8/16/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Roberto (Pepe) Lopez
    
    
    12
    
    
    
    8
    
    
    
    
    
    
    $
    8,150
    
    
    
    8/16/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Raymond Garcia
    
    
    17
    
    
    
    11
    
    
    
    
    
    
    $
    8,150
    
    
    
    8/16/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Options Exercised and Stock Vested
  Pension Benefits
  Nonqualified Deferred Compensation
  Aggregate
    
    
    AggregateExecutive
    
    
    Company
    
    
    Aggregate
    
    
    Withdrawals/
    
    
    Balance atContributions
    
    
    Contributions
    
    
    Earnings
    
    
    Distributions
    
    
    December 27,Name
    
    during 2009
    
    
    during 2009
    
    
    during 2009
    
    
    during 2009
    
    
    2009Richard E. Rivera
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Steven Tanner
    
    
    24,699
    
    
    
    6,716
    
    
    
    18,281
    
    
    
    376,879
    
    
    
    38,297Carlos Angulo
    
    
    
    
    
    
    
    
    
    
    3,099
    
    
    
    115,525
    
    
    
    Roberto (Pepe) Lopez
    
    
    
    
    
    
    
    
    
    
    523
    
    
    
    65,996
    
    
    
    Raymond Garcia
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Potential Payments Upon Termination or Change in Control
  Compensation of Directors
   67




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##### Table of Contents



Equity Compensation Plan Information
  Equity Compensation Plan InformationNumber ofNumber of
    
    
    
    
    
    
    securities remainingsecurities to be
    
    
    
    
    
    
    available for futureissued upon
    
    
    Weighted-average
    
    
    issuance underexercise of
    
    
    exercise price of
    
    
    equity compensationoutstanding
    
    
    outstanding
    
    
    plans (excludingoptions, warrants
    
    
    options, warrants
    
    
    securities reflectedand rights
    
    
    and rights
    
    
    in column (a))Plan category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    330
    
    
    $
    8,150
    
    
    
    670Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    330
    
    
    $
    8,150
    
    
    
    670
 Security Ownership of Certain Beneficial Owners and Management
  
    
    Each person (or group of affiliated persons) who is known by us to beneficially own 5% or
more of Real Mex Restaurants, Inc.s common and preferred stock;
 
    
    Each of our Named Executive Officers;
 
    
    Each of our Directors; and
 
    
    All of our Directors and executive officers as a group.
   68




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##### Table of Contents



Number and Percent of Shares of
Stock of
Real Mex Restaurants, Inc.
 Common StockShares
    
    
    PercentageGreater than 5% StockholderRM Restaurant Holding Corp.(1)
    
    
    1,000
    
    
    
    100.00Named Executive Officers and DirectorsRichard E. Rivera
    
    
    
    
    
    
    Steven Tanner
    
    
    
    
    
    
    Carlos Angulo
    
    
    
    
    
    
    Roberto (Pepe) Lopez
    
    
    
    
    
    
    Raymond Garcia
    
    
    
    
    
    
    Nicholas Mayer
    
    
    
    
    
    
    Anatoly Bushler
    
    
    
    
    
    
    Jeff Campbell
    
    
    
    
    
    
    Evan Geller
    
    
    
    
    
    
    Craig S. Miller
    
    
    
    
    
    
    Anthony Polazzi
    
    
    
    
    
    
    Douglas Tapley
    
    
    
    
    
    
    All executive officers and directors as a group (12 persons)
    
    
    
    
    
    
    
 
 (1)
    
    RM Restaurant Holding Corp. is located at 5660 Katella Avenue, Cypress, California 90630.  69




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##### Table of Contents



Director Independence
   70




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##### Table of Contents



Principal Accounting Fees and Services
  Fiscal Year
    
    
    Fiscal Year2009
    
    
    2008Audit Fees
    
    $
    679,200
    
    
    $
    362,200Audit Related Fees
    
    
    
    
    
    
    27,000Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total Fees
    
    $
    679,200
    
    
    $
    389,200
 Audit Fees
 Audit-Related Fees
 Tax Fees
 All Other Fees
 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the
Independent Auditor
   71




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##### Table of Contents



PART IV
 
  (a)
  
    
    Consolidated Balance Sheets  December 27, 2009 and December 28, 2008
 
    
    Consolidated Statements of Operations  Successor Fiscal Year Ended December 27,
2009, Successor Period November 14, 2008 to December 28, 2008, Predecessor Period
December 31, 2007 to November 13, 2008, Predecessor Fiscal Year Ended December 30, 2007
 
    
    Consolidated Statements of Stockholders Equity  Successor Fiscal Year Ended
December 27, 2009, Successor Period November 14, 2008 to December 28, 2008, Predecessor
Period December 31, 2007 to November 13, 2008, Predecessor Fiscal Year Ended December 30,
2007
 
    
    Consolidated Statements of Cash Flows  Successor Fiscal Year Ended December 27,
2009, Successor Period November 14, 2008 to December 28, 2008, Predecessor Period
December 31, 2007 to November 13, 2008, Predecessor Fiscal Year Ended December 30, 2007
 
    
    Notes to Consolidated Financial Statements  December 27, 2009 and December 28,
2008
    72




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##### Table of Contents



EXHIBITNO.
    
    DESCRIPTION3.1
    
    
    Third Amended and Restated Certificate of Incorporation of Real Mex
Restaurants, Inc., dated November 13, 2008 (Filed with the Securities and
Exchange Commission as Exhibit 3.1 to the Companys Annual Report on Form
10-K (File No. 333-116310) on March 30, 2009 and incorporated by reference
herewith)3.2
    
    
    Amended and Restated Bylaws of Real Mex Restaurants, Inc., dated November
13, 2008 (Filed with the Securities and Exchange Commission as Exhibit 3.2
to the Companys Annual Report on Form 10-K (File No. 333-116310) on March
30, 2009 and incorporated by reference herewith)3.3
    
    
    Certificate of Incorporation of Acapulco Restaurants, Inc., dated May 21,
1985 (Filed with the Securities and Exchange Commission as Exhibit 3.3 to
the Companys Registration Statement on Form S-4 (File No. 333-116310) on
June 9, 2004 and incorporated by reference herewith)3.4
    
    
    Bylaws of Acapulco Restaurants, Inc. (Filed with the Securities and
Exchange Commission as Exhibit 3.4 to the Companys Registration Statement
on Form S-4 (File No. 333-116310) on June 9, 2004 and incorporated by
reference herewith)3.5
    
    
    Certificate of Incorporation of El Torito Restaurants, Inc., dated November
24, 1986 (Filed with the Securities and Exchange Commission as Exhibit 3.25
to the Companys Registration Statement on Form S-4 (File No. 333-116310)
on June 9, 2004 and incorporated by reference herewith)3.6
    
    
    Bylaws of El Torito Restaurants, Inc., dated December 19, 1986 (Filed with
the Securities and Exchange Commission as Exhibit 3.6 to the Companys
Registration Statement on Form S-4 (File No. 333-116310) on June 9, 2004
and incorporated by reference herewith)3.7
    
    
    Certificate of Incorporation of El Torito Franchising Company, dated August
16, 1996 (Filed with the Securities and Exchange Commission as Exhibit 3.7
to the Companys Registration Statement on Form S-4 (File No. 333-116310)
on June 9, 2004 and incorporated by reference herewith)3.8
    
    
    Bylaws of El Torito Franchising Company (Filed with the Securities and
Exchange Commission as Exhibit 3.8 to Amendment No. 1 to the Companys
Registration Statement on Form S-4 (File No. 333-116310) on August 11, 2004
and incorporated by reference herewith)3.9
    
    
    Articles of Incorporation of Acapulco Restaurant of Ventura, Inc., filed
May 8, 1986 (Filed with the Securities and Exchange Commission as Exhibit
3.9 to the Companys Registration Statement on Form S-4 (File No.
333-116310) on June 9, 2004 and incorporated by reference herewith)3.10
    
    
    Bylaws of Acapulco Restaurant of Ventura, Inc. (Filed with the Securities
and Exchange Commission as Exhibit 3.10 to the Companys Registration
Statement on Form S-4 (File No. 333-116310) on June 9, 2004 and
incorporated by reference herewith)3.11
    
    
    Amendment to Bylaws of Acapulco Restaurant of Ventura, Inc., dated June 7,
2004 (Filed with the Securities and Exchange Commission as Exhibit 3.1 to
the Companys Annual Report on Form 10-Q (File No. 333-116310) on August
12, 2009 and incorporated by reference herewith)3.12
    
    
    Articles of Incorporation of Acapulco Restaurant of Westwood, Inc., filed
April 25, 1994 (Filed with the Securities and Exchange Commission as
Exhibit 3.11 to the Companys Registration Statement on Form S-4 (File No.
333-116310) on June 9, 2004 and incorporated by reference herewith)3.13
    
    
    Bylaws of Acapulco Restaurant of Westwood, Inc. (Filed with the Securities
and Exchange Commission as Exhibit 3.12 to the Companys Registration
Statement on Form S-4 (File No. 333-116310) on June 9, 2004 and
incorporated by reference herewith)3.14
    
    
    Amendment to Bylaws of Acapulco Restaurant of Westwood, Inc., dated June 7,
2004 (Filed with the Securities and Exchange Commission as Exhibit 3.2 to
the Companys Annual Report on Form 10-Q (File No. 333-116310) on August
12, 2009 and incorporated by reference herewith)3.15
    
    
    Articles of Incorporation of Acapulco Restaurant of Downey, Inc., dated
November 11, 1988 (Filed with the Securities and Exchange Commission as
Exhibit 3.13 to the Companys Registration Statement on Form S-4 (File No.
333-116310) on June 9, 2004 and incorporated by reference herewith)3.16
    
    
    Bylaws of Acapulco Restaurant of Downey, Inc., dated October 4, 1985 (Filed
with the Securities and Exchange Commission as Exhibit 3.14 to the
Companys Registration Statement on Form S-4 (File No. 333-116310) on June
9, 2004 and incorporated by reference herewith)
  73




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##### Table of Contents



EXHIBITNO.
    
    DESCRIPTION3.17
    
    
    Amendment to Bylaws of Acapulco Restaurant of Downey, Inc., dated June 7,
2004 (Filed with the Securities and Exchange Commission as Exhibit 3.3 to
the Companys Annual Report on Form 10-Q (File No. 333-116310) on August
12, 2009 and incorporated by reference herewith)3.18
    
    
    Articles of Incorporation of Murray Pacific, dated January 12, 1981 (Filed
with the Securities and Exchange Commission as Exhibit 3.15 to the
Companys Registration Statement on Form S-4 (File No. 333-116310) on June
9, 2004 and incorporated by reference herewith)3.19
    
    
    Bylaws of Murray Pacific, dated October 23, 1985 (Filed with the Securities
and Exchange Commission as Exhibit 3.16 to the Companys Registration
Statement on Form S-4 (File No. 333-116310) on June 9, 2004 and
incorporated by reference herewith)3.20
    
    
    Amendment to Bylaws of Murray Pacific, dated June 7, 2004 (Filed with the
Securities and Exchange Commission as Exhibit 3.4 to the Companys Annual
Report on Form 10-Q (File No. 333-116310) on August 12, 2009 and
incorporated by reference herewith)3.21
    
    
    Articles of Incorporation of Acapulco Restaurant of Moreno Valley, Inc.,
dated July 23, 1999 (Filed with the Securities and Exchange Commission as
Exhibit 3.19 to the Companys Registration Statement on Form S-4 (File No.
333-116310) on June 9, 2004 and incorporated by reference herewith)3.22
    
    
    Bylaws of Acapulco Restaurant of Moreno Valley, Inc. (Filed with the
Securities and Exchange Commission as Exhibit 3.20 to the Companys
Registration Statement on Form S-4 (File No. 333-116310) on June 9, 2004
and incorporated by reference herewith)3.23
    
    
    Amendment to Bylaws of Acapulco Restaurant of Moreno Valley, Inc., dated
June 7, 2004 (Filed with the Securities and Exchange Commission as Exhibit
3.5 to the Companys Annual Report on Form 10-Q (File No. 333-116310) on
August 12, 2009 and incorporated by reference herewith)3.24
    
    
    Articles of Incorporation of El Paso Cantina, Inc., June 21, 1989 (Filed
with the Securities and Exchange Commission as Exhibit 3.21 to the
Companys Registration Statement on Form S-4 (File No. 333-116310) on June
9, 2004 and incorporated by reference herewith)3.25
    
    
    Bylaws of El Paso Cantina, Inc. (Filed with the Securities and Exchange
Commission as Exhibit 3.22 to the Companys Registration Statement on Form
S-4 (File No. 333-116310) on June 9, 2004 and incorporated by reference
herewith)3.26
    
    
    Articles of Incorporation of Real Mex Foods, Inc., dated January 15, 2003
(Filed with the Securities and Exchange Commission as Exhibit 3.23 to the
Companys Registration Statement on Form S-4 (File No. 333-116310) on June
9, 2004 and incorporated by reference herewith)3.27
    
    
    Amendment to Articles of Incorporation of Real Mex Foods, Inc., dated June
7, 2004 (Filed with the Securities and Exchange Commission as Exhibit 3.6
to the Companys Annual Report on Form 10-Q (File No. 333-116310) on August
12, 2009 and incorporated by reference herewith)3.28
    
    
    Bylaws of Real Mex Foods, Inc. (Filed with the Securities and Exchange
Commission as Exhibit 3.24 to the Companys Registration Statement on Form
S-4 (File No. 333-116310) on June 9, 2004 and incorporated by reference
herewith)3.29
    
    
    Amendment to Bylaws of Real Mex Foods, Inc., dated June 7, 2004 (Filed with
the Securities and Exchange Commission as Exhibit 3.7 to the Companys
Annual Report on Form 10-Q (File No. 333-116310) on August 12, 2009 and
incorporated by reference herewith)3.30
    
    
    Articles of Incorporation of TARV, Inc., dated November 24, 1986 (Filed
with the Securities and Exchange Commission as Exhibit 3.8 to the Companys
Report on Form 10-Q (File No. 333-116310) on August 12, 2009, and
incorporated by reference herewith)3.31
    
    
    Bylaws of TARV, Inc. (Filed with the Securities and Exchange Commission as
Exhibit 3.26 to the Companys Registration Statement on Form S-4 (File No.
333-116310) on June 9, 2004 and incorporated by reference herewith)3.32
    
    
    Amendment to Bylaws of TARV, Inc., dated June 7, 2004 (Filed with the
Securities and Exchange Commission as Exhibit 3.9 to the Companys Annual
Report on Form 10-Q (File No. 333-116310) on August 12, 2009 and
incorporated by reference herewith)3.33
    
    
    Articles of Incorporation of ALA Design, Inc., dated December 22, 1976
(Filed with the Securities and Exchange Commission as Exhibit 3.27 to the
Companys Registration Statement on Form S-4 (File No. 333-116310) on June
9, 2004 and incorporated by reference herewith)
  74




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##### Table of Contents



EXHIBITNO.
    
    DESCRIPTION3.34
    
    
    Amendment to Articles of Incorporation of ALA Design, Inc., dated June 7,
2004 (Filed with the Securities and Exchange Commission as Exhibit 3.10 to
the Companys Annual Report on Form 10-Q (File No. 333-116310) on August
12, 2009 and incorporated by reference herewith)3.35
    
    
    Bylaws of ALA Design, Inc. (Filed with the Securities and Exchange
Commission as Exhibit 3.28 to the Companys Registration Statement on Form
S-4 (File No. 333-116310) on June 9, 2004 and incorporated by reference
herewith)3.36
    
    
    Amendment to Bylaws of ALA Design, Inc., dated June 7, 2004 (Filed with the
Securities and Exchange Commission as Exhibit 3.11 to the Companys Annual
Report on Form 10-Q (File No. 333-116310) on August 12, 2009 and
incorporated by reference herewith)3.37
    
    
    Articles of Incorporation of Acapulco Mark Corp., dated October 3, 1996
(Filed with the Securities and Exchange Commission as Exhibit 3.29 to the
Companys Registration Statement on Form S-4 (File No. 333-116310) on June
9, 2004 and incorporated by reference herewith)3.38
    
    
    Bylaws of Acapulco Mark Corp. (Filed with the Securities and Exchange
Commission as Exhibit 3.30 to the Companys Registration Statement on Form
S-4 (File No. 333-116310) on June 9, 2004 and incorporated by reference
herewith)3.39
    
    
    Certificate of Incorporation of CKR Acquisition Corp., dated October 4,
2004 (Filed with the Securities and Exchange Commission as Exhibit 3.31 to
the Companys Annual Report on Form 10-K (File No. 333-116310) on March 24,
2005 and incorporated by reference herewith)3.40
    
    
    Bylaws of CKR Acquisition Corp. (Filed with the Securities and Exchange
Commission as Exhibit 3.32 to the Companys Annual Report on Form 10-K
(File No. 333-116310) on March 24, 2005 and incorporated by reference
herewith)3.41
    
    
    Articles of Formation of Chevys Restaurants, LLC, dated November 10, 2004
(formerly known as Chevys Acquisition Company LLC). (Filed with the
Securities and Exchange Commission as Exhibit 3.33 to the Companys Annual
Report on Form 10-K (File No. 333-116310) on March 24, 2005 and
incorporated by reference herewith)3.42
    
    
    Operating Agreement of Chevys Restaurants, LLC, dated November 15, 2004
(formerly known as Chevys Acquisition Company LLC). (Filed with the
Securities and Exchange Commission as Exhibit 3.34 to the Companys Annual
Report on Form 10-K (File No. 333-116310) on March 24, 2005 and
incorporated by reference herewith)3.43
    
    
    Amended and Restated Certificate of Incorporation of RM Restaurant Holding
Corp. dated November 13, 2008. (Filed with the Securities and Exchange
Commission as Exhibit 3.43 to the Companys Registration Statement on Form
S-4 (File No. 333-161605) on August 28, 2008 and incorporated by reference
herewith)3.44
    
    
    Amended and Restated Bylaws of RM Restaurant Holding Corp. dated November
13, 2008 (Filed with the Securities and Exchange Commission as Exhibit 3.44
to the Companys Registration Statement on Form S-4 (File No. 333-161605)
on August 28, 2008 and incorporated by reference herewith)3.45
    
    
    Amendment to Amended and Restated Bylaws of RM Restaurant Holding Corp.,
dated November 13, 2008 (Filed with the Securities and Exchange Commission
as Exhibit 3.45 to the Companys Registration Statement on Form S-4 (File
No. 333-161605) on August 28, 2008 and incorporated by reference herewith)4.1
    
    
    Indenture, dated as of July 7, 2009, among Real Mex Restaurants, Inc., the
guarantors named therein and Wells Fargo Bank, National Association., as
trustee. (Filed with the Securities and Exchange Commission as Exhibit 4.2
to the Companys Report on Form 8-K (File No. 333-116310) on July 8, 2009
and incorporated by reference herewith)10.1
    
    
    Separation Agreement and General Release, dated December 19, 2008 by and
between Real Mex Restaurants, Inc. and Frederick Wolfe (Filed with the
Securities and Exchange Commission as Exhibit 10.2 to the Companys Annual
Report on Form 10-K (File No. 333-116310) on March 30, 2009 and
incorporated by reference herewith)10.2
    
    
    Amended and Restated Executive Employment Agreement, dated February 28,
2008 by and between Real Mex Restaurants, Inc. and Frederick Wolfe. (Filed
with the Securities and Exchange Commission as Exhibit 10.1 to the
Companys Report on Form 8-K (File No. 333-116310) on March 5, 2008 and
incorporated by reference herewith)10.3
    
    
    Executive Employment Agreement, dated February 28, 2008 by and between Real
Mex Restaurants, Inc. and Steven Tanner. (Filed with the Securities and
Exchange Commission as Exhibit 10.2 to the Companys Report on Form 8-K
(File No. 333-116310) on March 5, 2008 and incorporated by reference
herewith)
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EXHIBITNO.
    
    DESCRIPTION10.4
    
    
    Agreement and Plan of Merger, dated August 17, 2006 among Real Mex
Restaurants, Inc., RM Restaurant Holding Corp. and RM Integrated, Inc
(Filed with the Securities and Exchange Commission as Exhibit 10.1 to the
Companys Report on Form 8-K (File No. 333-116310) on August 23, 2006 and
incorporated by reference herewith)10.5
    
    
    Second Amended and Restated Credit Agreement, dated July 7, 2009, by and
among Real Mex Restaurants, Inc., RM Restaurant Holding Corp., the lenders
party thereto and Credit Suisse, Cayman Islands Branch, as administrative
agent, sole bookrunner and sole lead arranger (Filed with the Securities
and Exchange Commission as Exhibit 4.2 to the Companys Report on Form 8-K
(File No. 333-116310) on July 8, 2009 and incorporated by reference
herewith)10.6
    
    
    Amended and Restated Credit Agreement, dated January 29, 2007 (Filed with
the Securities and Exchange Commission as Exhibit 10.2 to the Companys
Report on Form 8-K (File No. 333-116310) on February 2, 2007 and
incorporated by reference herewith)10.7
    
    
    Amendment No. 1 to Second Amended and Restated Credit Agreement Credit
Agreement, dated on or about August 2007 (Filed with the Securities and
Exchange Commission as Exhibit 10.1 to the Companys Report on Form 10-Q
(File No. 333-116310) on August 12, 2009, and incorporated by reference
herewith)10.8
    
    
    Amendment No. 2 to Second Amended and Restated Credit Agreement dated April
17, 2008. (Filed with the Securities and Exchange Commission as Exhibit
10.1 to the Companys Report on Form 8-K dated April 23, 2008 and
incorporated by reference herewith)10.9
    
    
    Limited Waiver, Consent and Amendment No. 3 to Second Amended and Restated
Credit Agreement dated November 13, 2008 (Filed with the Securities and
Exchange Commission as Exhibit 10.2 to the Companys Report on Form 10-Q
(File No. 333-116310) on November 13, 2008 and incorporated by reference
herewith)10.10
    
    
    Amendment No. 4 to Second Amended and Restated Revolving Credit Agreement,
dated July 7, 2009, by and among Real Mex Restaurants, Inc., the borrowers
party thereto, the lenders party thereto and General Electric Capital
Corporation, as agent and administrative agent (Filed with the Securities
and Exchange Commission as Exhibit 4.2 to the Companys Report on Form 8-K
(File No. 333-116310) on July 8, 2009 and incorporated by reference
herewith)10.11
    
    
    Executive Employment Agreement, dated May 27, 2009, by and between Real Mex
Restaurants, Inc. and Richard E. Rivera. (Filed with the Securities and
Exchange Commission as Exhibit 10.1 to the Companys Report on Form 8-K
(File No. 333-116310) on June 2, 2009 and incorporated by reference
herewith)10.12
    
    
    Registration Rights Agreement, dated July 7, 2009, by and among Real Mex
Restaurants, Inc., the guarantors party thereto and Jefferies & Company,
Inc. (Filed with the Securities and Exchange Commission as Exhibit 4.2 to
the Companys Report on Form 8-K (File No. 333-116310) on July 8, 2009 and
incorporated by reference herewith)10.13
    
    
    Security Agreement, dated July 7, 2009, by Real Mex Restaurants, Inc. and
the other grantors party thereto in favor of Wells Fargo Bank, National
Association, as collateral agent (Filed with the Securities and Exchange
Commission as Exhibit 4.2 to the Companys Report on Form 8-K (File No.
333-116310) on July 8, 2009 and incorporated by reference herewith)10.14
    
    
    Stock Pledge Agreement, dated July 7, 2009, by Real Mex Restaurants, Inc.
and the other grantors party thereto in favor of Wells Fargo Bank, National
Association, as collateral agent(Filed with the Securities and Exchange
Commission as Exhibit 4.2 to the Companys Report on Form 8-K (File No.
333-116310) on July 8, 2009 and incorporated by reference herewith)10.15
    
    
    Membership Interest Pledge Agreement, dated July 7, 2009, by CKR
Acquisition Corp. in favor of Wells Fargo Bank, National Association, as
collateral agent (Filed with the Securities and Exchange Commission as
Exhibit 4.2 to the Companys Report on Form 8-K (File No. 333-116310) on
July 8, 2009 and incorporated by reference herewith)10.16
    
    
    Trademark Collateral Security and Pledge Agreement, dated July 7, 2009,
Real Mex Restaurants, Inc. and the other assignors party thereto in favor
of Wells Fargo Bank, National Association, as collateral agent (Filed with
the Securities and Exchange Commission as Exhibit 4.2 to the Companys
Report on Form 8-K (File No. 333-116310) on July 8, 2009 and incorporated
by reference herewith)
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EXHIBITNO.
    
    DESCRIPTION10.17
    
    
    Credit Agreement, dated July 7, 2009, by and among RM Restaurant Holding
Corp., the lenders named therein and Wilmington Trust FSB, as
administrative agent (Filed with the Securities and Exchange Commission as
Exhibit 10.17) to the Companys Registration Statement on Form S-4 (File
No. 333-161605 ) on August 28, 2008 and incorporated by reference herewith)10.18
    
    
    2006 Stock Option Plan of RM Restaurant Holding Corp. (Filed with the
Securities and Exchange Commission as Exhibit 10.18 to the Companys
Registration Statement on Form S-4 (File No. 333-161605 ) on August 28,
2008 and incorporated by reference herewith)12.1
    
    
    Computation of Ratio of Earnings to Fixed Charges. (Filed herewith)14.1
    
    
    Code of Ethics adopted by the Company on February 7, 2007 (Filed with the
Securities and Exchange Commission as Exhibit 14.1 to the Companys Annual
Report on Form 10-K on March 20, 2007 and incorporated by reference
herewith)21.1
    
    
    Subsidiaries of the Company and the Additional Registrants. (Filed herewith)31.1
    
    
    Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the
Securities Exchange Act of 1934 of the Principal Executive and Principal
Financial Officer. (Filed herewith)32.1
    
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, of the Principal Executive
and Principal Financial Officer. (Filed herewith)
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##### Table of Contents



REAL MEX RESTAURANTS, INC.By:
    /s/ Richard E. RiveraRichard E. RiveraDate: March 19, 2010
    
    Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Richard E. Rivera

Richard E. Rivera
    
    Chief Executive Officer and Chairman
(Principal Executive Officer, Principal
Financial Officer and Principal Accounting
Officer)
    
    March 19, 2010/s/ Anatoly Bushler
    
    Director
    
    March 19, 2010Anatoly Bushler/s/ Jeff Campbell
    
    Director
    
    March 19, 2010Jeff Campbell/s/ Evan Geller
    
    Director
    
    March 19, 2010Evan Geller/s/ Craig S. Miller
    
    Director
    
    March 19, 2010Craig S. Miller/s/ Anthony Polazzi
    
    Director
    
    March 19, 2010Anthony Polazzi/s/ Douglas Tapley
    
    Director
    
    March 19, 2010Douglas Tapley
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EXHIBITNO.
    
    DESCRIPTION12.1
    
    
    Computation of Ratio of Earnings to Fixed Charges. (Filed herewith)21.1
    
    
    Subsidiaries of the Company and the Additional Registrants. (Filed herewith)31.1
    
    
    Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the
Securities Exchange Act of 1934 of the Principal Executive and Principal
Financial Officer. (Filed herewith)32.1
    
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, of the Principal Executive
and Principal Financial Officer. (Filed herewith)
  79