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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 26, 2010
 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
 Yes þ No o
 Yes o No o
 Form 10-K. 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
    
    
    9ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    21ITEM 2. PROPERTIES
    
    
    22ITEM 3. LEGAL PROCEEDINGS
    
    
    22ITEM 4. REMOVED AND RESERVED
    
    
    22PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    23ITEM 6. SELECTED FINANCIAL DATA
    
    
    24ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    25ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    35ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    36REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    
    36Consolidated Balance Sheets
    
    
    37Consolidated Statements of Operations
    
    
    38Consolidated Statements of Stockholders Equity
    
    
    39Consolidated Statements of Cash Flows
    
    
    40Notes to Consolidated Financial Statements
    
    
    41ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    56ITEM 9A. CONTROLS AND PROCEDURES
    
    
    56ITEM 9B. OTHER INFORMATION
    
    
    56PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    57ITEM 11. EXECUTIVE COMPENSATION
    
    
    59ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    63ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
    
    
    65ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    66PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    67SIGNATURES
    
    
    73EXHIBIT INDEX
    
    
    74Exhibit 12.1Exhibit 21.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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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
 
 ITEM 1.
    
    BUSINESS
 Our Company
 ® ® ® ®
  Exchange Agreement
   3




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Share Purchase
  Significant Stockholders of RM Restaurant Holding Corp.
   Company Structure
  
 Our Restaurant Concepts
 El Torito and El Torito Grill (42.7% of fiscal year 2010 restaurant revenues)
  4




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Chevys (37.4% of fiscal year 2010 restaurant revenues).
   Acapulco (14.6% of fiscal year 2010 restaurant revenues).
    5




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Other Restaurant Concepts (5.3% of fiscal year 2010 restaurant revenues).
 Our Real Mex Foods Subsidiary
   Our Competitive Strengths
 Leading Operator with Local Appeal.
 Demographic Trends and Long-Term Industry Dynamics.
  Fresh, Authentic, Mexican Food.
 Well Maintained Store Base.
 Service
  6




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##### Table of Contents



Internal Production, Purchasing and Distribution Facilities ®
 Business Strategy
  Same store sales and store margin improvements th
 Growth in Outside Sales by Real Mex Foods.
 Expansion of the Chevys franchise network
  7




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Employees
  Restaurant Staffing.
 Turnover.
 Competition
  Intellectual Property
 ® ® ® ® ® ®
 Government Regulation
     8




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Environmental Matters
  
 ITEM 1A.
    
    RISK FACTORS
  Risks Related to Our Company
 The U.S. economic crisis adversely impacted our business and financial results in fiscal 2010 and a
prolonged recession could materially affect us in the future.
    9




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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.
  Our business is highly sensitive to events and conditions in the State of California.
  Increases in the cost of ingredients could materially adversely affect our business, financial
condition, and results of operations and cash flows.
  Food-borne illness incidents could reduce our restaurant sales.
  We depend upon frequent deliveries of food and other supplies.
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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.
  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.
 We may be subject to significant liability should the consumption of any of our specialty products
cause injury, illness or death.
  Wage and hour class action lawsuits may adversely affect our business.
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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.
  Uninsured losses could occur.
  The failure to enforce and maintain our trademarks could materially adversely affect our ability to
establish and maintain brand awareness.
 ® ® ® ® ® ®
  We may be locked into long-term and non-cancelable leases and may be unable to renew leases at the
end of their terms.
  If we face labor shortages or increased labor costs, our growth and operating results could be
adversely affected.
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We face risks associated with government regulations.
     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.
  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.
  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.
  We may make acquisitions or enter into similar transactions
  Future changes in financial accounting standards may cause adverse unexpected operating results and
affect our reported results of operations.
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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.
  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.
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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.
   
    
    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;
  17




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
    
    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.
   
    
    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.
  20




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
    
    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.
  
 ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
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ITEM 2.
    
    PROPERTIES
  Restaurant Locations
   ConceptsState
    
    El Torito(1)
    
    
    Chevys
    
    
    Acapulco
    
    
    Franchised
    
    
    Other(2)
    
    
    TotalCalifornia
    
    
    74
    
    
    
    46
    
    
    
    30
    
    
    
    1
    
    
    
    2
    
    
    
    153Missouri
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    4
    
    
    
    11Illinois
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    4
    
    
    
    1
    
    
    
    6New Jersey
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    5Oregon
    
    
    1
    
    
    
    3
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    5Florida
    
    
    1
    
    
    
    2
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    4Maryland
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    4New York
    
    
    1
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3Virginia
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    4Arizona
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Washington
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    1
    
    
    
    3Louisiana
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1Nevada
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Minnesota
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1South Dakota
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1Total domestic
    
    
    77
    
    
    
    65
    
    
    
    31
    
    
    
    23
    
    
    
    8
    
    
    
    204Japan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    6Turkey
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    2Total including International
    
    
    77
    
    
    
    65
    
    
    
    31
    
    
    
    31
    
    
    
    8
    
    
    
    212
 
 (1)
    
    Includes El Torito Grill and Sinigual restaurants.(2)
    
    Includes Las Brisas, Who Song&Larrys, El Paso Cantina and Casa Gallardo restaurants.   
 ITEM 3.
    
    LEGAL PROCEEDINGS
  
 ITEM 4.
    
    (REMOVED AND RESERVED)
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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 Market Information
  Holders
   Dividends
  Securities Authorized For Issuance under Equity Compensation Plans
  Recent Sales of Unregistered Securities and Repurchases of Equity Securities
   23




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ITEM 6.
    
    SELECTED FINANCIAL DATA
  Successor
    
    
    PredecessorSix
    
    
    Six
    
    
    Fiscal
    
    
    November
    
    
    December
    
    
    Fiscal
    
    
    August
    
    
    DecemberMonths Ended
    
    
    Months Ended
    
    
    Year
    
    
    14, 2008 to
    
    
    31, 2007 to
    
    
    Year
    
    
    21, 2006 to
    
    
    26, 2005 toDecember
    
    
    June
    
    
    Ended
    
    
    December
    
    
    November
    
    
    Ended
    
    
    December
    
    
    August26, 2010
    
    
    27, 2010
    
    
    2009
    
    
    28, 2008
    
    
    13, 2008
    
    
    2007
    
    
    31, 2006
    
    
    20, 2006(in thousands)Statement of Operations Data:Restaurant revenues
    
    $
    208,119
    
    
    $
    229,417
    
    
    $
    456,699
    
    
    $
    52,448
    
    
    $
    456,587
    
    
    $
    523,352
    
    
    $
    179,630
    
    
    $
    351,591Manufacturing and distribution revenues
    
    
    18,336
    
    
    
    18,875
    
    
    
    40,368
    
    
    
    4,480
    
    
    
    36,363
    
    
    
    37,249
    
    
    
    10,795
    
    
    
    17,713Total revenues
    
    
    227,907
    
    
    
    250,056
    
    
    
    500,597
    
    
    
    57,316
    
    
    
    496,429
    
    
    
    565,191
    
    
    
    192,098
    
    
    
    372,552Cost of sales
    
    
    55,457
    
    
    
    60,574
    
    
    
    121,451
    
    
    
    14,255
    
    
    
    123,878
    
    
    
    140,824
    
    
    
    46,883
    
    
    
    87,388Labor
    
    
    83,406
    
    
    
    88,612
    
    
    
    185,455
    
    
    
    21,210
    
    
    
    178,962
    
    
    
    199,843
    
    
    
    67,729
    
    
    
    125,748Direct operating and occupancy expense
    
    
    67,732
    
    
    
    68,196
    
    
    
    136,395
    
    
    
    14,886
    
    
    
    133,351
    
    
    
    148,307
    
    
    
    51,127
    
    
    
    94,422Total operating costs
    
    
    206,595
    
    
    
    217,382
    
    
    
    443,301
    
    
    
    50,351
    
    
    
    436,191
    
    
    
    488,974
    
    
    
    165,739
    
    
    
    307,558General and administrative expenses
    
    
    11,746
    
    
    
    11,078
    
    
    
    25,323
    
    
    
    3,234
    
    
    
    26,493
    
    
    
    31,901
    
    
    
    11,414
    
    
    
    18,893Depreciation and amortization
    
    
    11,910
    
    
    
    12,715
    
    
    
    31,230
    
    
    
    3,750
    
    
    
    21,724
    
    
    
    23,961
    
    
    
    10,323
    
    
    
    12,230Impairment of goodwill and intangible assets
    
    
    1,100
    
    
    
    
    
    
    
    16,294
    
    
    
    
    
    
    
    163,196
    
    
    
    10,000
    
    
    
    
    
    
    
    Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    (10,875
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating (loss) income
    
    
    (4,451
    )
    
    
    8,881
    
    
    
    (9,384
    )
    
    
    (19
    )
    
    
    (158,668
    )
    
    
    6,854
    
    
    
    3,379
    
    
    
    18,150Interest expense
    
    
    13,536
    
    
    
    15,306
    
    
    
    45,870
    
    
    
    4,108
    
    
    
    16,407
    
    
    
    19,326
    
    
    
    10,481
    
    
    
    16,005(Loss) income before income tax provision
    
    
    (18,186
    )
    
    
    (6,309
    )
    
    
    (55,005
    )
    
    
    (4,103
    )
    
    
    (173,061
    )
    
    
    (10,802
    )
    
    
    (8,238
    )
    
    
    2,787Net (loss) income
    
    
    (17,783
    )
    
    
    (6,268
    )
    
    
    (49,598
    )
    
    
    (4,103
    )
    
    
    (173,113
    )
    
    
    (23,546
    )
    
    
    (5,047
    )
    
    
    1,480Redeemable preferred stock accretion
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,126
    )Net loss attributable to common
stockholders(1)
    
    $
    (17,783
    )
    
    $
    (6,268
    )
    
    $
    (49,598
    )
    
    $
    (4,103
    )
    
    $
    (173,113
    )
    
    $
    (23,546
    )
    
    $
    (5,047
    )
    
    $
    (8,646
    )Balance Sheet Data:Cash and cash equivalents
    
    
    3,359
    
    
    
    
    
    
    
    3,317
    
    
    
    2,099
    
    
    
    
    
    
    
    2,323
    
    
    
    2,710Property and equipment, net
    
    
    72,730
    
    
    
    
    
    
    
    84,524
    
    
    
    110,505
    
    
    
    
    
    
    
    96,179
    
    
    
    90,802Total assets
    
    
    281,445
    
    
    
    
    
    
    
    252,361
    
    
    
    298,328
    
    
    
    
    
    
    
    434,455
    
    
    
    447,135Total debt(2)
    
    
    161,983
    
    
    
    
    
    
    
    147,114
    
    
    
    161,813
    
    
    
    
    
    
    
    186,187
    
    
    
    183,905Total stockholders equity
    
    
    27,477
    
    
    
    
    
    
    
    2,320
    
    
    
    23,044
    
    
    
    
    
    
    
    163,113
    
    
    
    184,077Other Financial Data:Capital expenditures
    
    $
    10,708
    
    
    
    
    
    
    $
    6,773
    
    
    $
    24,068
    
    
    
    
    
    
    $
    34,404
    
    
    $
    26,380Ratio of earnings to fixed charges(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (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.  24




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##### Table of Contents



ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 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
  ·
          25




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##### Table of Contents



Results of Operations
  Successor
    
    
    PredecessorSix Months
    
    
    Six Months
    
    
    Fiscal
    
    
    November
    
    
    DecemberEnded
    
    
    Ended
    
    
    Year
    
    
    14, 2008 to
    
    
    31, 2007 toDecember
    
    
    June
    
    
    Ended
    
    
    December
    
    
    November26, 2010
    
    
    27, 2010
    
    
    2009
    
    
    28, 2008
    
    
    13, 2008Total revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    24.3
    
    
    
    24.2
    
    
    
    24.3
    
    
    
    24.9
    
    
    
    25.0Labor
    
    
    36.6
    
    
    
    35.4
    
    
    
    37.0
    
    
    
    37.0
    
    
    
    36.0Direct operating and occupancy expense
    
    
    29.7
    
    
    
    27.3
    
    
    
    27.2
    
    
    
    26.0
    
    
    
    26.9Total operating costs
    
    
    90.6
    
    
    
    86.9
    
    
    
    88.6
    
    
    
    87.8
    
    
    
    87.9General and administrative expense
    
    
    5.2
    
    
    
    4.4
    
    
    
    5.1
    
    
    
    5.6
    
    
    
    5.3Depreciation and amortization
    
    
    5.2
    
    
    
    5.1
    
    
    
    6.2
    
    
    
    6.5
    
    
    
    4.4Impairment of goodwill and intangible assets
    
    
    0.5
    
    
    
    
    
    
    
    3.3
    
    
    
    
    
    
    
    32.9Operating (loss) income
    
    
    (2.0
    )
    
    
    3.6
    
    
    
    (4.0
    )
    
    
    
    
    
    
    (32.0
    )Interest expense
    
    
    5.9
    
    
    
    6.1
    
    
    
    9.2
    
    
    
    7.2
    
    
    
    3.3Loss before extraordinary item
    
    
    (8.0
    )
    
    
    (2.5
    )
    
    
    (13.2
    )
    
    
    (7.2
    )
    
    
    (34.9
    )Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    2.2
    
    
    
    
    
    
    
    Loss before income tax provision
    
    
    (8.0
    )
    
    
    (2.5
    )
    
    
    (11.0
    )
    
    
    (7.2
    )
    
    
    (34.9
    )Net loss
    
    
    (7.8
    )
    
    
    (2.5
    )
    
    
    (9.9
    )
    
    
    (7.2
    )
    
    
    (34.9
    )
  26




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##### Table of Contents



Fiscal Year 2010 Compared to Fiscal Year 2009
 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
 Gain on Extinguishment of Debt
  27




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##### Table of Contents



Income tax provision.
 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.
  28




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##### Table of Contents



Interest Expense
 Gain on Extinguishment of Debt
 Income tax provision.
 Liquidity and Capital Resources
  Working Capital and Cash Flows
  Operating Activities
 Investing Activities
  29




---



##### Table of Contents



Financing Activities
 Debt and Other Obligations
       30




---



##### Table of Contents



Senior Secured Revolving Credit Facilities
    Senior Unsecured Credit Facility
  31




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##### Table of Contents



Mortgage.
 Capital Leases
  Less than
    
    
    
    
    
    
    
    
    
    
    More thanTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 Years($ in thousands)Contractual ObligationsLong Term Debt Obligations(1)
    
    $
    224,346
    
    
    $
    18,707
    
    
    $
    205,485
    
    
    $
    154
    
    
    $
    Capital Lease Obligations
    
    
    783
    
    
    
    269
    
    
    
    284
    
    
    
    69
    
    
    
    161Operating Lease Obligations(2)
    
    
    245,993
    
    
    
    42,053
    
    
    
    73,732
    
    
    
    49,469
    
    
    
    80,739Purchase Obligations
    
    
    31,430
    
    
    
    20,386
    
    
    
    5,522
    
    
    
    5,522
    
    
    
    Total
    
    $
    502,552
    
    
    $
    81,415
    
    
    $
    285,023
    
    
    $
    55,214
    
    
    $
    80,900
 
 (1)
    
    Includes our notes, senior unsecured credit facility, senior secured revolving credit
facility, mortgage and an obligation to a vendor. It also includes scheduled interest payments
for our $130.0 million notes and our senior unsecured credit facility, for which interest
rates at December 26, 2010 were 14.0% and 16.5%, respectively. 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 $684 in Successor
2010, $811 in Predecessor 2010, $1,538 in Predecessor 2009, $198 in Predecessor 2008-2 and
$1,926 in Predecessor 2008-1. Operating Lease Obligations do not reflect potential renewals or
replacements of expiring leases. Off-Balance Sheet Arrangements
  Inflation
    32




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##### Table of Contents



Critical Accounting Policies
   Property and Equipment
  Long-Lived Asset Impairment
     33




---



##### Table of Contents



Goodwill and Intangible Assets
      Self-Insurance
   Income Taxes
   34




---



##### Table of Contents



Revenue Recognition
  Recently Adopted Accounting Standards
   
 ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
      35




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##### Table of Contents



ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
  36




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##### Table of Contents



Real Mex Restaurants, Inc.
 
 Consolidated Balance Sheets
 (In Thousands, Except For Share Data)
 Successor
    
    
    PredecessorDecember 26,
    
    
    December 27,2010
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    3,359
    
    
    $
    3,317Trade receivables, net
    
    
    8,295
    
    
    
    9,491Other receivables
    
    
    621
    
    
    
    603Inventories, net
    
    
    11,618
    
    
    
    10,834Prepaid expenses
    
    
    2,877
    
    
    
    3,206Other current assets
    
    
    248
    
    
    
    359Current portion of favorable lease asset, net
    
    
    3,357
    
    
    
    5,418Total current assets
    
    
    30,375
    
    
    
    33,228Property and equipment, net
    
    
    72,730
    
    
    
    84,524Goodwill, net
    
    
    113,721
    
    
    
    43,812Trademarks and other intangible assets
    
    
    42,100
    
    
    
    55,700Deferred charges
    
    
    4,710
    
    
    
    7,108Favorable lease asset, less current portion, net
    
    
    11,655
    
    
    
    19,599Other assets
    
    
    6,154
    
    
    
    8,390Total assets
    
    $
    281,445
    
    
    $
    252,361Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    18,745
    
    
    $
    16,785Accrued self-insurance reserves
    
    
    13,212
    
    
    
    14,790Accrued compensation and benefits
    
    
    12,091
    
    
    
    12,923Accrued interest
    
    
    10,188
    
    
    
    9,759Other accrued liabilities
    
    
    10,146
    
    
    
    11,966Current portion of long-term debt
    
    
    507
    
    
    
    657Current portion of capital lease obligations
    
    
    269
    
    
    
    402Total current liabilities
    
    
    65,158
    
    
    
    67,282Long-term debt, less current portion
    
    
    160,693
    
    
    
    145,271Capital lease obligations, less current portion
    
    
    514
    
    
    
    784Deferred tax liabilities
    
    
    19,522
    
    
    
    26,059Unfavorable lease liability, less current portion, net
    
    
    5,870
    
    
    
    6,415Other liabilities
    
    
    2,211
    
    
    
    4,230Total liabilities
    
    
    253,968
    
    
    
    250,041Commitments and contingencies
    
    
    
    
    
    
    Stockholders equity:Common stock, $.001 par value, 1,000 shares
authorized, issued and outstanding at December 26,
2010 and December 27, 2009
    
    
    
    
    
    
    Additional paid-in capital
    
    
    45,260
    
    
    
    56,021Accumulated deficit
    
    
    (17,783
    )
    
    
    (53,701
    )Total stockholders equity
    
    
    27,477
    
    
    
    2,320Total liabilities and stockholders equity
    
    $
    281,445
    
    
    $
    252,361
 See notes to consolidated financial statements.
  37




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##### Table of Contents



Real Mex Restaurants, Inc.
 
 Consolidated Statements of Operations
 (In Thousands)
 Successor
    
    
    PredecessorSix Months
    
    
    Six Months
    
    
    Fiscal Year
    
    
    November
    
    
    DecemberEnded
    
    
    Ended
    
    
    Ended
    
    
    14, 2008 to
    
    
    31, 2007 toDecember
    
    
    June
    
    
    December
    
    
    December
    
    
    November26, 2010
    
    
    27, 2010
    
    
    27, 2009
    
    
    28, 2008
    
    
    13, 2008Revenues:Restaurant revenues
    
    $
    208,119
    
    
    $
    229,417
    
    
    $
    456,699
    
    
    $
    52,448
    
    
    $
    456,587Manufacturing and distribution revenues
    
    
    18,336
    
    
    
    18,875
    
    
    
    40,368
    
    
    
    4,480
    
    
    
    36,363Franchise and other revenues
    
    
    1,452
    
    
    
    1,764
    
    
    
    3,530
    
    
    
    388
    
    
    
    3,479Total revenues
    
    
    227,907
    
    
    
    250,056
    
    
    
    500,597
    
    
    
    57,316
    
    
    
    496,429Costs and expenses:Cost of sales
    
    
    55,457
    
    
    
    60,574
    
    
    
    121,451
    
    
    
    14,255
    
    
    
    123,878Labor
    
    
    83,406
    
    
    
    88,612
    
    
    
    185,455
    
    
    
    21,210
    
    
    
    178,962Direct operating and occupancy expense
    
    
    67,732
    
    
    
    68,196
    
    
    
    136,395
    
    
    
    14,886
    
    
    
    133,351General and administrative expense
    
    
    11,746
    
    
    
    11,078
    
    
    
    25,323
    
    
    
    3,234
    
    
    
    26,493Depreciation and amortization
    
    
    11,910
    
    
    
    12,715
    
    
    
    31,230
    
    
    
    3,750
    
    
    
    21,724Pre-opening costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,342Impairment of goodwill and intangible assets
    
    
    1,100
    
    
    
    
    
    
    
    16,294
    
    
    
    
    
    
    
    163,196Impairment of property and equipment
    
    
    1,007
    
    
    
    
    
    
    
    4,708
    
    
    
    
    
    
    
    5,151Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    (10,875
    )
    
    
    
    
    
    
    Total costs and expensesOperating (loss) income
    
    
    (4,451
    )
    
    
    8,881
    
    
    
    (9,384
    )
    
    
    (19
    )
    
    
    (158,668
    )Other income (expense):Interest expense
    
    
    (13,536
    )
    
    
    (15,306
    )
    
    
    (45,870
    )
    
    
    (4,108
    )
    
    
    (16,407
    )Other (loss) income, net
    
    
    (199
    )
    
    
    116
    
    
    
    249
    
    
    
    24
    
    
    
    2,014Total other expense, net
    
    
    (13,735
    )
    
    
    (15,190
    )
    
    
    (45,621
    )
    
    
    (4,084
    )
    
    
    (14,393
    )Loss before income tax provision
    
    
    (18,186
    )
    
    
    (6,309
    )
    
    
    (55,005
    )
    
    
    (4,103
    )
    
    
    (173,061
    )Income tax (benefit) provision
    
    
    (403
    )
    
    
    (41
    )
    
    
    (5,407
    )
    
    
    
    
    
    
    52Net loss
    
    $
    (17,783
    )
    
    $
    (6,268
    )
    
    $
    (49,598
    )
    
    $
    (4,103
    )
    
    $
    (173,113
    )
 See notes to consolidated financial statements.
  38




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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 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
    )Recapitalization 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
    )
    
    $
    2,320Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    49
    
    
    
    
    
    
    
    49Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,268
    )
    
    
    (6,268
    )Balance at June 27, 2010
    
    
    1,000
    
    
    $
    
    
    
    $
    56,070
    
    
    $
    (59,969
    )
    
    $
    (3,899
    )
 SuccessorAdditionalCommon Stock
    
    
    Paid-in
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    TotalShare Purchase of the Company, June 28, 2010
    
    
    1,000
    
    
    $
    
    
    
    $
    45,195
    
    
    $
    
    
    
    $
    45,195Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    65
    
    
    
    
    
    
    
    65Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,783
    )
    
    
    (17,783
    )Balance at December 26, 2010
    
    
    1,000
    
    
    $
    
    
    
    $
    45,260
    
    
    $
    (17,783
    )
    
    $
    27,477
 See notes to consolidated financial statements.
  39




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##### Table of Contents



Real Mex Restaurants, Inc.
 
 Consolidated Statements of Cash Flows
 (In Thousands)
 Successor
    
    
    PredecessorSix Months
    
    
    Six Months
    
    
    Fiscal  Year
    
    
    November
    
    
    DecemberEnded
    
    
    Ended
    
    
    Ended
    
    
    14, 2008 to
    
    
    31, 2007 toDecember
    
    
    June
    
    
    December
    
    
    December
    
    
    November26, 2010
    
    
    27, 2010
    
    
    27, 2009
    
    
    28, 2008
    
    
    13, 2008Operating activitiesNet loss
    
    $
    (17,783
    )
    
    $
    (6,268
    )
    
    $
    (49,598
    )
    
    $
    (4,103
    )
    
    $
    (173,113
    )Adjustments to reconcile net loss to net cash provided by operating
activities:Depreciation
    
    
    10,955
    
    
    
    10,929
    
    
    
    27,619
    
    
    
    3,334
    
    
    
    19,780Amortization of:Favorable lease asset and unfavorable lease liability, net
    
    
    955
    
    
    
    1,786
    
    
    
    3,611
    
    
    
    416
    
    
    
    1,944Debt discount/(premium)
    
    
    65
    
    
    
    1,857
    
    
    
    20,273
    
    
    
    1,535
    
    
    
    (1,050
    )Deferred financing costs
    
    
    1,246
    
    
    
    1,244
    
    
    
    2,626
    
    
    
    169
    
    
    
    1,571Impairment of goodwill and intangible assets
    
    
    1,100
    
    
    
    
    
    
    
    16,294
    
    
    
    
    
    
    
    163,196Impairment of property and equipment
    
    
    1,007
    
    
    
    
    
    
    
    4,708
    
    
    
    
    
    
    
    5,151Loss (gain) on disposal of property and equipment
    
    
    42
    
    
    
    13
    
    
    
    196
    
    
    
    
    
    
    
    (402
    )Gain on lease termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (600
    )Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    (10,875
    )
    
    
    
    
    
    
    Stock-based compensation expense
    
    
    65
    
    
    
    49
    
    
    
    260
    
    
    
    (28
    )
    
    
    406Non-cash consulting expense
    
    
    
    
    
    
    
    
    
    
    950
    
    
    
    
    
    
    
    Deferred income taxes
    
    
    (490
    )
    
    
    
    
    
    
    (5,423
    )
    
    
    
    
    
    
    Changes in operating assets and liabilities:Trade and other receivables
    
    
    1,332
    
    
    
    (154
    )
    
    
    (119
    )
    
    
    2,125
    
    
    
    654Inventories
    
    
    101
    
    
    
    (885
    )
    
    
    2,729
    
    
    
    (625
    )
    
    
    (889
    )Prepaid expenses and other current assets
    
    
    6
    
    
    
    434
    
    
    
    5,536
    
    
    
    (3,409
    )
    
    
    4,638Related party receivable/payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (66
    )Deferred charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35Other assets
    
    
    102
    
    
    
    66
    
    
    
    (330
    )
    
    
    6
    
    
    
    66Accounts payable and accrued liabilities
    
    
    2,701
    
    
    
    205
    
    
    
    (2,750
    )
    
    
    7,342
    
    
    
    (7,551
    )Other liabilities
    
    
    (2
    )
    
    
    814
    
    
    
    1,211
    
    
    
    424
    
    
    
    3,959Net cash provided by operating activities
    
    
    1,402
    
    
    
    10,090
    
    
    
    16,918
    
    
    
    7,186
    
    
    
    17,729Investing activitiesPurchases of property and equipment
    
    
    (5,630
    )
    
    
    (5,078
    )
    
    
    (6,773
    )
    
    
    (736
    )
    
    
    (23,332
    )Exchange transaction costs
    
    
    
    
    
    
    
    
    
    
    (542
    )
    
    
    (20
    )
    
    
    (1,153
    )Proceeds from lease termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600Net proceeds from disposal of property and equipment
    
    
    1
    
    
    
    2
    
    
    
    66
    
    
    
    
    
    
    
    302Net cash used in investing activities
    
    
    (5,629
    )
    
    
    (5,076
    )
    
    
    (7,249
    )
    
    
    (756
    )
    
    
    (23,583
    )Financing activitiesNet (payment) borrowing under revolving credit facility
    
    
    
    
    
    
    
    
    
    
    (7,600
    )
    
    
    (5,900
    )
    
    
    2,500Borrowings under long-term debt agreements
    
    
    434
    
    
    
    1,417
    
    
    
    114,799
    
    
    
    466
    
    
    
    1,375Payments on long-term debt agreements and capital lease obligations
    
    
    (1,178
    )
    
    
    (1,312
    )
    
    
    (107,269
    )
    
    
    (314
    )
    
    
    (1,449
    )Payment of financing costs
    
    
    (31
    )
    
    
    (75
    )
    
    
    (8,460
    )
    
    
    
    
    
    
    (500
    )Capital contributions from Parent
    
    
    
    
    
    
    
    
    
    
    79
    
    
    
    
    
    
    
    3,022Net cash (used in) provided by financing activities
    
    
    (775
    )
    
    
    30
    
    
    
    (8,451
    )
    
    
    (5,748
    )
    
    
    4,948Net (decrease) increase in cash and cash equivalents
    
    
    (5,002
    )
    
    
    5,044
    
    
    
    1,218
    
    
    
    682
    
    
    
    (906
    )Cash and cash equivalents at beginning of period
    
    
    8,361
    
    
    
    3,317
    
    
    
    2,099
    
    
    
    1,417
    
    
    
    2,323Cash and cash equivalents at end of period
    
    $
    3,359
    
    
    $
    8,361
    
    
    $
    3,317
    
    
    $
    2,099
    
    
    $
    1,417Supplemental disclosure of cash flow informationInterest paid
    
    $
    9,811
    
    
    $
    9,564
    
    
    $
    15,683
    
    
    $
    873
    
    
    $
    16,910Income taxes paid
    
    $
    87
    
    
    $
    (41
    )
    
    $
    16
    
    
    $
    
    
    
    $
    52Supplemental disclosure of noncash investing and financing activitiesIn-kind interest on senior unsecured credit facility added to principal
    
    $
    2,413
    
    
    $
    2,212
    
    
    $
    974
    
    
    $
    
    
    
    $
    
 See notes to consolidated financial statements.
  40




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##### Table of Contents



Real Mex Restaurants, Inc.
 
 Notes to Consolidated Financial Statements
 December 26, 2010
 (In Thousands, Except For Share Data)
 1. Description of Business
 ® ® ®
 Basis of Presentation
    Liquidity
 The Companys financial statements as of December 26, 2010 have been presented on the basis that it is a going
concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of
business. The Companys principal liquidity requirements are to service debt and meet capital expenditure and working
capital needs. In addition, the Companys debt agreements require compliance with specified financial covenants. These covenants could
adversely affect the Companys ability to finance future operations or capital needs and pursue available business
opportunities. A breach of any of these covenants could result in a default in respect of the related indebtedness. If
a default occurs, the relevant lenders could elect to declare the indebtedness, together with accrued interest and
other fees, to be immediately due and payable and proceed against any collateral securing that indebtedness.
Acceleration of other indebtedness could result in a default under the terms of the indenture governing the notes. In
such an event, the Company may be required to refinance all or part of the then-existing debt (including the notes),
sell assets or borrow more money. The Company may not be able to accomplish any of the alternatives on acceptable
terms, or at all. The failure to generate sufficient cash flow or to achieve any of these alternatives could
significantly adversely affect the Company. The Companys ability to make principal and interest payments, fund planned capital expenditures and meet financial
covenants will depend on the ability to generate cash in the future, which, to a certain extent, is subject to general
economic, financial, competitive, legislative, regulatory and other factors that are beyond the control of the Company.
Although the Company had negative working capital as of December 26, 2010 (as has been the case for all years being
reported on), based on the current level of operations and the Companys revised business plan, management believes the
cash flow generated from operations, available cash and available borrowings under the Senior Secured Revolving Credit
Facilities will be adequate to meet liquidity needs for the near future. 2. Acquisitions
 Share Purchase  Successor
    41




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##### Table of Contents



Cash and cash equivalents
    
    $
    8,361Trade and other accounts receivable
    
    
    10,248Inventories
    
    
    11,719Other current assets
    
    
    3,131Property and equipment
    
    
    78,990Other assets
    
    
    12,182Trademarks and other intangibles
    
    
    43,200Favorable and unfavorable lease asset/liability, net
    
    
    8,415Goodwill
    
    
    113,989Total assets acquired
    
    
    290,235Accounts payable and accrued liabilities
    
    
    62,532Long-term debt
    
    
    160,249Deferred tax liability
    
    
    20,045Other liabilities
    
    
    2,213Total liabilities assumed
    
    
    245,039Net assets
    
    $
    45,196
  Exchange Agreement  Predecessor
  3. Summary of Accounting Policies
 Principles of Consolidation
  Use of Estimates
  Cash and Cash Equivalents
   42




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##### 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
   43




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##### Table of Contents



Intangible Assets
  Successor
    
    
    PredecessorDecember 26,
    
    
    December 27,2010
    
    
    2009Trademarks
    
    $
    37,000
    
    
    $
    46,800Franchise agreements
    
    
    5,100
    
    
    
    8,900$
    42,100
    
    
    $
    55,700
 Deferred Charges
  2011
    
    
    2012
    
    
    2013Deferred financing costs
    
    $
    2,475
    
    
    $
    2,215
    
    
    $
    20
  44




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##### Table of Contents



Favorable Lease Asset and Unfavorable Lease Liability
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    2015
    
    
    ThereafterFavorable lease asset
    
    $
    3,357
    
    
    $
    3,292
    
    
    $
    2,883
    
    
    $
    2,609
    
    
    $
    597
    
    
    $
    2,274Unfavorable lease liability
    
    
    (1,447
    )
    
    
    (1,402
    )
    
    
    (1,170
    )
    
    
    (803
    )
    
    
    (511
    )
    
    
    (1,984
    )Net amortization expense
    
    $
    1,910
    
    
    $
    1,890
    
    
    $
    1,713
    
    
    $
    1,806
    
    
    $
    86
    
    
    $
    290
 Liquor Licenses
  Income Taxes
    Revenue Recognition
  Self Insurance
   45




---



##### Table of Contents



Gift Certificates and Gift Cards
  Segment Information
  Promotion and Advertising Expense
  Operating Leases
  Concentration of Credit Risk
  Fair Value of Financial Instruments
  Recently Adopted Accounting Standards
   46




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##### Table of Contents



4. Property and Equipment
  Successor
    
    
    PredecessorDecember 26,
    
    
    December 27,2010
    
    
    2009Land and land improvements
    
    $
    1,525
    
    
    $
    1,530Buildings and improvements
    
    
    718
    
    
    
    379Furniture, fixtures and equipment
    
    
    35,342
    
    
    
    46,340Leasehold improvements and leasehold rights
    
    
    53,790
    
    
    
    78,727Property and equipment, total
    
    
    91,375
    
    
    
    126,975Less accumulated depreciation and amortization
    
    
    (18,645
    )
    
    
    (42,451
    )Property and equipment, net
    
    $
    72,730
    
    
    $
    84,524
 5. Accounts Payable and Other Accrued Liabilities
  Successor
    
    
    PredecessorDecember 26,
    
    
    December 27,2010
    
    
    2009Trade accounts payable
    
    $
    16,079
    
    
    $
    14,241Gift cards and gift certificates
    
    
    2,666
    
    
    
    2,544$
    18,745
    
    
    $
    16,785
  Successor
    
    
    PredecessorDecember 26,
    
    
    December 27,2010
    
    
    2009Rent and occupancy expenses
    
    $
    1,197
    
    
    $
    1,210Sales taxes
    
    
    4,097
    
    
    
    4,028Other
    
    
    4,852
    
    
    
    6,728$
    10,146
    
    
    $
    11,966
 6. Long-Term Debt
  Successor
    
    
    PredecessorDecember 26,
    
    
    December 27,2010
    
    
    2009Senior Secured Notes due 2013
    
    
    130,000
    
    
    
    130,000Senior Secured Notes unamortized debt discount
    
    
    (260
    )
    
    
    (11,143
    )Senior Secured Revolving Credit Facility
    
    
    
    
    
    
    Senior Unsecured Credit Facility  Related Party
    
    
    30,599
    
    
    
    25,974Mortgage
    
    
    440
    
    
    
    519Other
    
    
    421
    
    
    
    578161,200
    
    
    
    145,928Less current portion
    
    
    (507
    )
    
    
    (657
    )$
    160,693
    
    
    $
    145,271
  47




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##### Table of Contents



Senior Secured Notes due 2013
        48




---



##### Table of Contents



Senior Secured Revolving Credit Facilities
    Senior Unsecured Credit Facility
  Mortgage.
   49




---



##### Table of Contents



Successor
    
    
    PredecessorDecember 26,
    
    
    December 27,2010
    
    
    2009Senior Secured Notes due 2013
    
    
    14.00
    %
    
    
    14.00
    %Senior Secured Revolving Credit Facilities
    
    
    9.25
    %
    
    
    7.42 to 9.25
    %Senior Unsecured Credit Facility  Related Party
    
    
    16.50
    %
    
    
    16.50
    %Mortgage
    
    
    9.28
    %
    
    
    9.28
    %Other
    
    
    3.20 to 4.70
    %
    
    
    3.20 to 4.70
    %
  UnamortizedDebtPrincipal
    
    
    Discount
    
    
    Total2011
    
    $
    507
    
    
    $
    (130
    )
    
    $
    3772012
    
    
    95
    
    
    
    (130
    )
    
    
    (35
    )2013
    
    
    160,704
    
    
    
    
    
    
    
    160,7042014
    
    
    114
    
    
    
    
    
    
    
    1142015
    
    
    40
    
    
    
    
    
    
    
    40Thereafter
    
    
    
    
    
    
    
    
    
    
    $
    161,460
    
    
    $
    (260
    )
    
    $
    161,200
 7. Capitalization
 Common Stock
  Stock Option Plans
    WeightedAverageShares
    
    
    Exercise PriceOutstanding at December 28, 2008  Predecessor
    
    
    330
    
    
    $
    8,150Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited/expired
    
    
    
    
    
    
    Outstanding at December 27, 2009  Predecessor
    
    
    330
    
    
    $
    8,150Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited/expired
    
    
    (110
    )
    
    
    8,150Outstanding at June 27, 2010  Predecessor
    
    
    220
    
    
    $
    8,150Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited/expired
    
    
    (26
    )
    
    
    8,150Outstanding at December 26, 2010  Successor
    
    
    194
    
    
    $
    8,150Vested and expected to vest at December 26, 2010
    
    
    193
    
    
    $
    8,150Exercisable at December 26, 2010
    
    
    152
    
    
    $
    8,150
  50




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##### Table of Contents



8. Income Taxes
  Successor
    
    
    PredecessorDecember 26,
    
    
    June 27,
    
    
    December 27,
    
    
    December 28,
    
    
    November 13,2010
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2008Current:Federal
    
    $
    
    
    
    $
    (60
    )
    
    $
    
    
    
    $
    
    
    
    $
    28State
    
    
    87
    
    
    
    19
    
    
    
    16
    
    
    
    
    
    
    
    2487
    
    
    
    (41
    )
    
    
    16
    
    
    
    
    
    
    
    52Deferred:Federal
    
    
    (402
    )
    
    
    
    
    
    
    (4,612
    )
    
    
    
    
    
    
    State
    
    
    (88
    )
    
    
    
    
    
    
    (811
    )
    
    
    
    
    
    
    (490
    )
    
    
    
    
    
    
    (5,423
    )
    
    
    
    
    
    
    Total income tax (benefit) expense
    
    $
    (403
    )
    
    $
    (41
    )
    
    $
    (5,407
    )
    
    $
    
    
    
    $
    52
  Successor
    
    
    PredecessorDecember 26,
    
    
    December 27,2010
    
    
    2009Deferred tax assets:Federal net operating loss carry-forwards
    
    $
    16,665
    
    
    $
    9,807State net operating loss carry-forwards
    
    
    8,851
    
    
    
    6,478Goodwill and other intangibles
    
    
    16,081
    
    
    
    20,262Accrued expenses not currently deductible
    
    
    7,042
    
    
    
    8,197Tax credit carry-forwards
    
    
    7,519
    
    
    
    900Property and equipment basis difference
    
    
    11,678
    
    
    
    9,227Deferred rent
    
    
    321
    
    
    
    867Gift certificates and other deferred income
    
    
    1,105
    
    
    
    1,055Deferred compensation
    
    
    762
    
    
    
    761State taxes
    
    
    2,083
    
    
    
    2,766Other
    
    
    4,307
    
    
    
    4,554Total deferred tax assets
    
    
    76,414
    
    
    
    64,874Deferred tax liabilities:Prepaid expenses
    
    
    (457
    )
    
    
    (535
    )Trademarks and other indefinite lived intangibles
    
    
    (19,522
    )
    
    
    (26,059
    )Lease amortization
    
    
    (6,222
    )
    
    
    (10,370
    )Unamortized landlord allowance
    
    
    (2,956
    )
    
    
    (3,036
    )Total deferred tax liabilities
    
    
    (29,157
    )
    
    
    (40,000
    )Valuation allowance
    
    
    (66,779
    )
    
    
    (50,933
    )Net deferred tax liability
    
    $
    (19,522
    )
    
    $
    (26,059
    )
  51




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##### Table of Contents



Successor
    
    
    PredecessorDecember 26,
    
    
    December 27,
    
    
    December 28,2010
    
    
    2009
    
    
    2008Income tax at U.S. federal statutory tax rate
    
    
    34.0
    %
    
    
    34.0
    %
    
    
    34.0
    %State income tax, net of federal benefit
    
    
    (0.1
    )
    
    
    0.9
    
    
    
    0.0Valuation allowance
    
    
    (26.3
    )
    
    
    (23.3
    )
    
    
    (13.0
    )Non-deductible transaction costs
    
    
    
    
    
    
    
    
    
    
    Impairment of goodwill and intangibles
    
    
    
    
    
    
    (1.7
    )
    
    
    (92.1
    )Purchase accounting adjustment
    
    
    
    
    
    
    
    
    
    
    71.2Permanent true-ups
    
    
    (5.7
    )
    
    
    
    
    
    
    Other
    
    
    (0.2
    )
    
    
    (0.1
    )
    
    
    (0.1
    )Effective tax rate
    
    
    1.7
    %
    
    
    9.8
    %
    
    
    0.0
    %
      52




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##### Table of Contents



9. Fair Value Measurement
       Level 1
    
    
    Level 2
    
    
    Level 3Assets:Property and equipment
    
    $
    
    
    
    $
    78,990
    
    
    $
    Liquor licenses
    
    
    
    
    
    
    5,082
    
    
    
    Goodwill
    
    
    
    
    
    
    
    
    
    
    113,989Trademarks and other intangible assets
    
    
    
    
    
    
    
    
    
    
    43,200Favorable lease asset
    
    
    
    
    
    
    
    
    
    
    16,456Liabilities:Senior secured notes due 2013
    
    
    129,675
    
    
    
    
    
    
    
    Unfavorable lease liability
    
    
    
    
    
    
    
    
    
    
    8,041
 10. Commitments and Contingencies
 Leases
    53




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##### Table of Contents



Capital
    
    
    Minimum
    
    
    
    
    
    
    NetLease
    
    
    Lease
    
    
    Sublease
    
    
    LeaseObligations
    
    
    Commitments
    
    
    Income
    
    
    Commitments2011
    
    $
    332
    
    
    $
    42,053
    
    
    $
    (539
    )
    
    $
    41,8462012
    
    
    257
    
    
    
    39,138
    
    
    
    (459
    )
    
    
    38,9362013
    
    
    92
    
    
    
    34,594
    
    
    
    (308
    )
    
    
    34,3782014
    
    
    79
    
    
    
    28,919
    
    
    
    (300
    )
    
    
    28,6982015
    
    
    26
    
    
    
    20,549
    
    
    
    (240
    )
    
    
    20,335Thereafter
    
    
    251
    
    
    
    80,740
    
    
    
    (79
    )
    
    
    80,912Total minimum lease payments
    
    
    1,037
    
    
    $
    245,993
    
    
    $
    (1,925
    )
    
    $
    245,105Less: Amount representing interest
    
    
    (254
    )Present value of net minimum capital lease payments
    
    
    783Less: Current maturities of capital lease obligations
    
    
    (269
    )Long-term capital lease obligations
    
    $
    514
   Successor
    
    
    PredecessorDecember 26,
    
    
    June 27,
    
    
    December 27,
    
    
    December 28,
    
    
    November 13,2010
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2008Rental expense
    
    $
    23,446
    
    
    $
    23,407
    
    
    $
    47,946
    
    
    $
    4,997
    
    
    $
    41,935Percentage rent
expense above
minimum rent
(included in rental
expense)
    
    
    684
    
    
    
    811
    
    
    
    1,538
    
    
    
    198
    
    
    
    1,926Net sublease income
    
    
    78
    
    
    
    183
    
    
    
    428
    
    
    
    45
    
    
    
    344
 Purchase Obligations
  Litigation
  Self-Insurance
    54




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##### Table of Contents



11. Related Party Transactions
     12. Employee Benefit Plan
  13. Condensed Consolidating Financial Statements
  14. Quarterly Results of Operations
 (Unaudited)
  Predecessor
    
    
    Predecessor
    
    
    Successor
    
    
    Successor13 weeks ended
    
    
    13 weeks ended
    
    
    13 weeks ended
    
    
    13 weeks endedMarch 28,
    
    
    June 27,
    
    
    September 26,
    
    
    December 26,2010
    
    
    2010
    
    
    2010
    
    
    2010Total revenues
    
    $
    120,419
    
    
    $
    129,637
    
    
    $
    118,618
    
    
    $
    109,289Operating income (loss)
    
    $
    2,037
    
    
    $
    6,844
    
    
    $
    511
    
    
    $
    (4,962
    )Net loss
    
    $
    (5,499
    )
    
    $
    (769
    )
    
    $
    (6,300
    )
    
    $
    (11,483
    )(1)
 Predecessor
    
    
    Predecessor
    
    
    Predecessor
    
    
    Predecessor13 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
    )(2)
    
    $
    (23,069
    )(3)
 
 (1)
    
    Includes impairment of other intangible assets of $1,100(2)
    
    Includes impairment of goodwill and other intangible assets of $2,728.(3)
    
    Includes impairment of goodwill and other intangible assets of $13,566.  55




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##### Table of Contents



ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
   Changes in Internal Control Over Financial Reporting
  
 ITEM 9B.
    
    OTHER INFORMATION
   56




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##### Table of Contents



PART III
 
 ITEM 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors, Executive Officers and Key Employees
  Name
    
    Age
    
    PositionRichard E. Rivera
    
    64
    
    President, Chief Executive Officer and ChairmanRichard P. Dutkiewicz
    
    55
    
    Executive Vice President and Chief Financial OfficerCarlos Angulo
    
    49
    
    President, Real Mex Foods, Inc.Roberto (Pepe) Lopez
    
    55
    
    Executive Chef and Senior Vice President, Research and DevelopmentRaymond Garcia
    
    56
    
    Senior Vice President of OperationsJeff Campbell
    
    66
    
    Director*+Anthony DiLucente
    
    52
    
    Director*+Craig S. Miller
    
    61
    
    Director*+Anthony Polazzi
    
    35
    
    Director*+R. Lynn Skillen
    
    55
    
    Director*+Clarence E. Terry
    
    64
    
    Director*+
 
 *
    
    Member of our audit committee.+
    
    Member of our compensation committee. Richard E. Rivera
 Richard P. Dutkiewicz
 Carlos Angulo
 Roberto (Pepe) Lopez
  57




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##### Table of Contents



Raymond Garcia
 Jeff Campbell
 Anthony DiLucente
 Craig S. Miller
 Anthony Polazzi
 R. Lynn Skillen
 Clarence E. Terry
 Audit Committee Financial Expert
  Code of Ethics
   58




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##### Table of Contents



ITEM 11.
    
    EXECUTIVE COMPENSATION
 COMPENSATION DISCUSSION AND ANALYSIS
 Compensation Philosophy and Overall Objectives
  How is Compensation Determined
  Discussion of Specific Compensation Elements
  Base Salary
  Annual Bonus Plan
  Stock Option Plan
   59




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##### Table of Contents



Employment Agreements
 Richard E. Rivera
   Richard P. Dutkiewicz
  Steven Tanner
   Compensation Policies and Practices As They Relate to the Companys Risk Management
  Compensation Committee Interlocks and Insider Participation
   60




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##### Table of Contents



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
    
    
    Compensation(1)
    
    
    Earnings(2)
    
    
    Compensation(3)
    
    
    Total($)
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)
    
    
    ($)Richard E. Rivera
    
    
    2010
    
    
    
    458,173
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103,992
    (4)
    
    
    562,165CEO, President and Chairman (5)
    
    
    2009
    
    
    
    349,039
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,242
    (4)
    
    
    437,281Richard P. Dutkiewicz CFO (6)
    
    
    2010
    
    
    
    231,250
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64,723
    (4)
    
    
    345,973Steven Tanner
    
    
    2010
    
    
    
    376,903
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,505
    
    
    
    385,409Former CFO (7)
    
    
    2009
    
    
    
    307,995
    
    
    
    103,649
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,479
    
    
    
    440,1222008
    
    
    
    296,587
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,111
    
    
    
    322,698Carlos Angulo
    
    
    2010
    
    
    
    271,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,739
    
    
    
    289,439President, Real Mex Foods, Inc.
    
    
    2009
    
    
    
    284,450
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,013
    
    
    
    302,4632008
    
    
    
    260,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,229
    
    
    
    281,229Roberto (Pepe) Lopez
    
    
    2010
    
    
    
    208,083
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,400
    
    
    
    214,483Executive Chef and
    
    
    2009
    
    
    
    211,544
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,376
    
    
    
    217,920Senior Vice President, R&D
    
    
    2008
    
    
    
    210,330
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,540
    
    
    
    220,870Raymond Garcia
    
    
    2010
    
    
    
    200,885
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,298
    
    
    
    206,183Senior Vice President, Operations
    
    
    2009
    
    
    
    206,183
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,807
    
    
    
    211,9902008
    
    
    
    205,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,284
    
    
    
    210,284
 
 (1)
    
    The Company does not have a Non-Equity Incentive Plan.(2)
    
    The Company does not have a pension plan and does not pay above market or preferential
earnings on deferred compensation plans.(3)
    
    All Other Compensation includes medical and dental reimbursements, automobile expenses,
employer matching contribution of a nonqualified deferred compensation plan, and relocation
reimbursements.(4)
    
    Amounts for Mr. Rivera and Mr. Dutkiewicz include reimbursements related to their relocation in accordance with their employment agreements.(5)
    
    Mr. Rivera joined the Company as an executive officer in April 2009.(6)
    
    Mr. Dutkiewicz joined the Company as an executive officer in April 2010.(7)
    
    Mr. Tanner departed from his position as an executive officer of the Company on February 12, 2010. Option Grants in Fiscal Year Ended December 26, 2010
   61




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##### Table of Contents



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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Richard P. Dutkiewicz
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Steven Tanner
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Carlos Angulo
    
    
    88
    
    
    
    22
    
    
    
    
    
    
    $
    8,150
    
    
    
    8/16/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Roberto (Pepe) Lopez
    
    
    16
    
    
    
    4
    
    
    
    
    
    
    $
    8,150
    
    
    
    8/16/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Raymond Garcia
    
    
    22
    
    
    
    6
    
    
    
    
    
    
    $
    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 2010
    
    
    during 2010
    
    
    during 2010
    
    
    during 2010
    
    
    2010Richard E. Rivera
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Richard P. Dutkiewicz
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Steven Tanner
    
    
    
    
    
    
    
    
    
    
    1,294
    
    
    
    39,591
    
    
    
    Carlos Angulo
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Roberto (Pepe) Lopez
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Raymond Garcia
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Potential Payments Upon Termination or Change in Control
  Compensation of Directors
   62




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##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 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
    
    
    194
    
    
    $
    8,150
    
    
    
    806Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    194
    
    
    $
    8,150
    
    
    
    806
 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.
   63




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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
    
    
    
    
    
    
    Richard P. Dutkiewicz
    
    
    
    
    
    
    Steven Tanner
    
    
    
    
    
    
    Carlos Angulo
    
    
    
    
    
    
    Roberto (Pepe) Lopez
    
    
    
    
    
    
    Raymond Garcia
    
    
    
    
    
    
    Jeff Campbell
    
    
    
    
    
    
    Anthony DiLucente
    
    
    
    
    
    
    Craig S. Miller
    
    
    
    
    
    
    Anthony Polazzi
    
    
    
    
    
    
    R. Lynn Skillen
    
    
    
    
    
    
    Clarence E. Terry
    
    
    
    
    
    
    All executive officers and directors as a group (12 persons)
    
    
    
    
    
    
    
 
 (1)
    
    RM Restaurant Holding Corp. is located at 5660 Katella Avenue, Cypress, California 90630.  64




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##### Table of Contents



ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  Director Independence
   65




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##### Table of Contents



ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Principal Accounting Fees and Services
  Fiscal Year
    
    
    Fiscal Year2010
    
    
    2009Audit Fees
    
    $
    370,000
    
    
    $
    679,200Audit Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total Fees
    
    $
    370,000
    
    
    $
    679,200
 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
   66




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 (a)
  
    
    Consolidated Balance Sheets  December 26, 2010 and December 27, 2009
    
    Consolidated Statements of Operations  Successor Six Months Ended December 26,
2010, Predecessor Six Months Ended June 27, 2010, Predecessor Fiscal Year Ended December
27, 2009, Predecessor Period November 14, 2008 to December 28, 2008 and Predecessor
Period December 31, 2007 to November 13, 2008
    
    Consolidated Statements of Stockholders Equity  Successor Six Months Ended
December 26, 2010, Predecessor Six Months Ended June 27, 2010, Predecessor Fiscal Year
Ended December 27, 2009, Predecessor Period November 14, 2008 to December 28, 2008 and
Predecessor Period December 31, 2007 to November 13, 2008
    
    Consolidated Statements of Cash Flows  Successor Six Months Ended December 26,
2010, Predecessor Six Months Ended June 27, 2010, Predecessor Fiscal Year Ended December
27, 2009, Predecessor Period November 14, 2008 to December 28, 2008 and Predecessor
Period December 31, 2007 to November 13, 2008
    
    Notes to Consolidated Financial Statements  December 26, 2010 and December 27,
2009
    67




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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)
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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)
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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)4.2
    
    
    First Supplemental Indenture, dated as of June 28, 2010, 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 4.1 to the Companys Report on Form 8-K (File No.
333-116310) on June 28, 2010 and incorporated by reference herewith)10.1
    
    
    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)10.2
    
    
    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)
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EXHIBITNO.
    
    DESCRIPTION10.3
    
    
    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)10.4
    
    
    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)10.5
    
    
    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)10.6
    
    
    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)10.7
    
    
    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)10.8
    
    
    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)10.9
    
    
    Amendment No. 5 to Second Amended and Restated Revolving Credit Agreement, dated April 2, 2010, 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 10.1 to the Companys Report on Form 8-K (File No. 333-116310) on
April 8, 2010 and incorporated by reference herewith)10.10
    
    
    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)10.11
    
    
    Offer letter dated March 17, 2010 by and between Real Mex Restaurants, Inc. and Richard Dutkiewicz.
(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 23, 2010 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
    
    
    Consent and First Amendment to Credit Agreement, dated as of June 28, 2010, among RM Restaurant
Holding Corp., a Delaware corporation, the lenders party thereto and Wilmington Trust FSB, as
administrative agent for the lenders (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 28, 2010 and incorporated by
reference herewith)10.19
    
    
    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 Officer. (Filed herewith)31.2
    
    
    Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of
the 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 Officer. (Filed herewith)32.2
    
    
    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 Financial Officer. (Filed herewith)
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REAL MEX RESTAURANTS, INC.By:
    /s/ Richard E. RiveraRichard E. RiveraDate: March 24, 2011
    
    Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Richard E. RiveraRichard E. Rivera
    
    Chief Executive Officer and Chairman
(Principal Executive Officer)
    
    March 24, 2011/s/ Richard P. DutkiewiczRichard P. Dutkiewicz
    
    Chief Financial Officer 
(Principal Financial Officer and Principal Accounting Officer)
    
    March 24, 2011/s/ Jeff CampbellJeff Campbell
    
    Director
    
    March 24, 2011/s/ Anthony DiLucenteAnthony DiLucente
    
    Director
    
    March 24, 2011/s/ Craig S. MillerCraig S. Miller
    
    Director
    
    March 24, 2011/s/ Anthony PolazziAnthony Polazzi
    
    Director
    
    March 24, 2011/s/ R. Lynn SkillenR. Lynn Skillen
    
    Director
    
    March 24, 2011/s/ Clarence E. TerryClarence E. Terry
    
    Director
    
    March 24, 2011
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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 Officer. (Filed
herewith)31.2
    
    
    Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the
Securities Exchange Act of 1934 of the 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
Officer. (Filed herewith)32.2
    
    
    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 Financial
Officer. (Filed herewith)
  74