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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 April 30, 2006
 OR
 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: 0-28930
 Roadhouse Grill, Inc.
 (Exact name of Registrant as specified in its charter)
 Florida
    
    65-0367604(State or other jurisdiction 
of incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 2703-A Gateway Drive 
Pompano Beach, Florida
    
    33069(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code:
(954) 957-2600
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.03 per share
 o þ
 o þ
 o þ
  o þ
  o o þ
  o þ
   o þ
  Documents Incorporated By Reference




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TABLE OF CONTENTS  PART IITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERSITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESPART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-KSIGNATURESEx-10.55 Credit Card Receivables Advance Agreement with Credit Cash, LLCEx-10.56 Amended agreement with Credit Cash, LLCEx-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Certification of CFOEx-32.1 Section 906 Certification of CEOEx-32.2 Section 906 Certification of CFO    Table of Contents  FORWARD LOOKING STATEMENTS
   
    
    Our ability to satisfy the conditions to closing of our agreement with Duffys Holdings,
Inc., a transaction in which Duffys will infuse $11 million into us, a portion of which
will be used to reduce our accounts payable and accrued expenses;
    
    Our having sufficient funds to pay our debts, including our tax obligations, our
operating leases, capital leases and our vendor contracts;
    
    Our ability to increase our sales and manage our labor costs, food costs, other
restaurant costs and corporate expenses, and our ability to turn our business from one with
negative cash flow and net losses to one with positive cash flow and net income;
    
    Our ability to acquire an adequate supply of food products at acceptable prices, and
events that affect the availability and pricing of food products (such as instances of mad
cow disease);
    
    Our ability to recruit, train and retain qualified management personnel and to obtain a
sufficient number of qualified restaurant employees;
    
    Trends in consumer preferences, tastes and eating habits and competition for consumer
dollars, both from restaurants similar to our restaurants and from restaurants generally;
    
    The level of competition from restaurants that operate in the markets in which we
operate;
    
    The impact of seasonality on our business resulting from having 29 of our 57
company-owned restaurants in Florida;
    
    Our exposure to the impact of hurricanes and other tropical storms as a result of the
heavy concentration of our restaurants in the southeastern United States;
    
    Our ability to maintain financial and accounting controls, management controls, and
adequate reporting systems and procedures;
    
    Increases in interest rates; and
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
    
    Economic conditions in the markets in which we operate.
  2




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##### Table of Contents



PART I
 
 ITEM 1. BUSINESS
 GENERAL
   
    
    Premium Quality Grilled Entrees and a Diverse Menu. Roadhouse
Grill restaurants offer a wide variety of steaks, chicken, seafood
and other entrees, many of which are grilled in an exhibition
style kitchen.
 
    
    High Price/Value to Guests. Roadhouse Grill restaurants strive to
provide a high price/value dining experience for our guests by
offering a broad, moderately priced menu and serving high quality
generous portions.
 
    
    Attentive, Friendly Service. We believe that a distinctive,
enjoyable dining experience is made possible through excellent
service. Accordingly, we seek to hire restaurant managers and
other restaurant personnel who possess strong initiative and the
ability to provide quality and personalized service.
 
    
    Spacious, Open Layout. Roadhouse Grill restaurants are designed
to have a fun and casual atmosphere. The interior of each
restaurant is large, open and visually appealing, with exposed
ceilings designed to create a casual ambiance.
 
    
    Broad Customer Appeal. The Roadhouse Grill concept is designed to
appeal to a broad range of customers, including business people,
couples, singles and, particularly, families. We believe that to
be attractive to families, a concept must be appealing to both
children and parents. Consequently, Roadhouse Grill restaurants
furnish children with coloring menus, balloons and a free souvenir
cup. In addition, each restaurant offers a special Kids Menu
featuring an assortment of entrees. For adults, each Roadhouse
Grill restaurant offers alcoholic beverages from its full-service
bar, which is separated from the dining area.
 RECENT DEVELOPMENTS
 Agreement with Duffys
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Transactions with Credit Cash,LLC
  OTHER MATERIAL EVENTS DURING THE 2006 FISCAL YEAR
 Loans from our Majority Shareholder
  Merger with Steakhouse Partners, Inc.
  5




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##### Table of Contents



Our liquidity is tight and our circumstances raise substantial doubt about our ability to continue
as a going concern if the transactions contemplated by the Agreement with Duffys are not
completed. As a result, our auditors have included a going concern modification in their audit
report on our fiscal 2006 financial statements.
    COMPANY-OWNED RESTAURANT OPERATIONS
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Location
    
    Number of RestaurantsFlorida
    
    
    29Georgia
    
    
    6New York
    
    
    6Ohio
    
    
    5Alabama
    
    
    2Louisiana
    
    
    2Mississippi
    
    
    2North Carolina
    
    
    2South Carolina
    
    
    2Arkansas
    
    
    1Total
    
    
    57
  Restaurant Personnel
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Purchasing
  Hours of Operation
 Reporting and Financial Controls
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FRANCHISED RESTAURANTS
  Location
    
    Number ofRestaurantsItaly
    
    
    7Malaysia
    
    
    2Sebring, Florida
    
    
    1Brazil
    
    
    2Total
    
    
    12
   Roadhouse Grill Italia S.R.L.
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Roadhouse Grill Hong Kong
 Roadhouse Grill Asia.
  13




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Roadhouse Grill Brazil.
 Management Agreement with Investments of South Florida Corp
 Ohio franchisee.
 Roadhouse Operating
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ITEM 1A. RISK FACTORS
        
    
    The efforts we make (including advertising and promotional programs) to increase our sales,
and the success or failure of those programs;
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
    
    The results of our continual efforts to manage our
labor costs, food costs, other restaurant costs and
corporate expenses;
 
    
    Our ability to acquire an adequate supply of food
products at acceptable prices, and events that affect
the availability and pricing of food products (such as
instances of mad cow disease);
 
    
    Our ability to recruit, train and retain qualified
management personnel and to obtain sufficient numbers
of qualified restaurant employees;
 
    
    The level of competition from existing or new
competitors in the markets in which our restaurants
are located;
 
    
    Trends in consumer preferences, tastes and eating
habits and competition for consumer dollars, both from
restaurants similar to our restaurants and from
restaurants generally; and
 
    
    U.S. domestic economic conditions, particularly in the
markets in which we operate, and the impact of
international conflicts on domestic economic
conditions.
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ITEM 2. PROPERTIES
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  20




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PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
    High ($)
    
    Low ($)FISCAL 2005First Quarter
    
    $
    0.35
    
    
    $
    0.05Second Quarter
    
    $
    0.16
    
    
    $
    0.12Third Quarter
    
    $
    0.20
    
    
    $
    0.10Fourth Quarter
    
    $
    0.45
    
    
    $
    0.19FISCAL 2006First Quarter
    
    $
    0.40
    
    
    $
    0.14Second Quarter
    
    $
    0.37
    
    
    $
    0.20Third Quarter
    
    $
    0.70
    
    
    $
    0.26Fourth Quarter
    
    $
    0.74
    
    
    $
    0.10FISCAL 2007First Quarter
    
    $
    0.60
    
    
    $
    0.10Second Quarter
    
    $
    0.45
    
    
    $
    0.10Third Quarter
    
    $
    0.40
    
    
    $
    0.05Fourth
Quarter
    
    $
    0.43
    
    
    $
    0.05
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##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA
   Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal(dollars in thousands, except per share data)
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002Total Revenues
    
    $
    115,995
    
    
    $
    120,273
    
    
    $
    126,708
    
    
    $
    140,924
    
    
    $
    158,982Cost of restaurant sales:Food and beverage
    
    
    38,976
    
    
    
    42,758
    
    
    
    44,617
    
    
    
    47,439
    
    
    
    55,066Labor and benefits
    
    
    39,816
    
    
    
    38,213
    
    
    
    40,241
    
    
    
    47,860
    
    
    
    51,817Occupancy and other
    
    
    31,011
    
    
    
    30,177
    
    
    
    28,912
    
    
    
    34,567
    
    
    
    37,580Pre-opening expenses
    
    
    
    
    
    
    
    
    
    
    120
    
    
    
    124
    
    
    
    477Total cost of restaurant sales
    
    
    109,803
    
    
    
    111,148
    
    
    
    113,890
    
    
    
    129,990
    
    
    
    144,940Depreciation and amortization
    
    
    5,416
    
    
    
    5,708
    
    
    
    6,402
    
    
    
    7,460
    
    
    
    8,991General and administrative expenses
    
    
    7,770
    
    
    
    6,775
    
    
    
    6,506
    
    
    
    6,956
    
    
    
    9,106Asset impairment
    
    
    603
    
    
    
    1,768
    
    
    
    964
    
    
    
    5,854
    
    
    
    7,507Restructuring charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46
    
    
    
    5,086Reorganization expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,726
    
    
    
    876Total operating expenses
    
    
    123,592
    
    
    
    125,399
    
    
    
    127,762
    
    
    
    153,032
    
    
    
    176,506Operating (loss)
    
    
    (7,597
    )
    
    
    (5,126
    )
    
    
    (1,054
    )
    
    
    (12,108
    )
    
    
    (17,524
    )Other income (expense):Gain on extinguishment of debt
    
    
    
    
    
    
    7,102
    
    
    
    
    
    
    
    
    
    
    
    Interest expense, net
    
    
    (1,268
    )
    
    
    (1,550
    )
    
    
    (3,236
    )
    
    
    (2,289
    )
    
    
    (3,810
    )(Loss) on disposal of fixed assets
    
    
    (20
    )
    
    
    (22
    )
    
    
    (19
    )
    
    
    75
    
    
    
    (60
    )Total other income (expense)
    
    
    (1,288
    )
    
    
    5,530
    
    
    
    (3,255
    )
    
    
    (2,214
    )
    
    
    (3,870
    )Income (loss) from continuing operations
before income taxes
    
    
    (8,885
    )
    
    
    404
    
    
    
    (4,309
    )
    
    
    (14,322
    )
    
    
    (21,394
    )Income tax expense (benefit)
    
    
    29
    
    
    
    75
    
    
    
    (1
    )
    
    
    (1,241
    )
    
    
    49(Loss) income from continuing operations
    
    
    (8,914
    )
    
    
    329
    
    
    
    (4,308
    )
    
    
    (13,081
    )
    
    
    (21,443
    )(Loss)
income from discontinued operations
    
    
    (1,807
    )
    
    
    (2,770
    )
    
    
    (1,669
    )
    
    
    1,838
    
    
    
    Net (loss)
    
    $
    (10,721
    )
    
    $
    (2,441
    )
    
    $
    (5,977
    )
    
    $
    (11,243
    )
    
    $
    (21,443
    )Basic and diluted net (loss) per common share
    
    $
    (0.37
    )
    
    $
    (0.08
    )
    
    $
    (0.20
    )
    
    $
    (0.56
    )
    
    $
    (2.21
    )Weighted average common shares outstanding
(basic and diluted)
    
    
    29,220,663
    
    
    
    29,220,663
    
    
    
    29,220,663
    
    
    
    20,000,744
    
    
    
    9,708,741
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On the last day of(dollars in thousands)
    

Fiscal
2006(1)
    
    Fiscal 2005(1)
    
    Fiscal 2004
    
    Fiscal 2003
    

Fiscal 2002(2)Cash and cash equivalents
    
    $
    66
    
    
    $
    810
    
    
    $
    1,181
    
    
    $
    2,956
    
    
    $
    3,193Total current assets
    
    
    2,511
    
    
    
    3,890
    
    
    
    3,804
    
    
    
    7,393
    
    
    
    7,618Property and equipment
    
    
    19,368
    
    
    
    23,772
    
    
    
    49,512
    
    
    
    60,024
    
    
    
    71,304Total assets
    
    
    25,108
    
    
    
    31,714
    
    
    
    57,314
    
    
    
    71,304
    
    
    
    83,354Total current liabilities
    
    
    25,189
    
    
    
    17,164
    
    
    
    17,856
    
    
    
    19,474
    
    
    
    10,888Liabilities subject to compromise  Pre-petition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,757Liabilities subject to compromise  GAP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,181Debt, including current portion
    
    
    7,223
    
    
    
    5,047
    
    
    
    32,666
    
    
    
    39,559
    
    
    
    Obligations under capital leases, including
current portion
    
    
    2,343
    
    
    
    2,637
    
    
    
    5,398
    
    
    
    6,714
    
    
    
    Liabilities from discontinued operations,
including current portion
    
    
    2,054
    
    
    
    3,341
    
    
    
    
    
    
    
    
    
    
    
    Total liabilities
    
    
    33,406
    
    
    
    29,328
    
    
    
    52,506
    
    
    
    60,519
    
    
    
    67,826Total shareholders (deficit) equity
    
    
    (8,298
    )
    
    
    2,386
    
    
    
    4,808
    
    
    
    10,785
    
    
    
    15,528
 
 (1)
    
    Amounts do not include balances classified as discontinued
operations.(2)
    
    For fiscal year 2002, total current liabilities, long-term debt, capital lease debt and
total liabilities do not include liabilities classified as subject to
compromise. 23




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 GENERAL
  INVESTMENT BANKING PROCESS AND SALE OF ROADHOUSE GRILL
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LOANS FROM OUR MAJORITY SHAREHOLDER AND OUR CHIEF EXECUTIVE OFFICER
    IMPACT OF HURRICANES
   25




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OVERVIEW
    CRITICAL ACCOUNTING POLICIES
    26




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RESULTS OF OPERATIONS
  Statement of operations data:
    
    Fiscal 2006
    
    Fiscal 2005
    
    Fiscal 2004Total revenues:
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of restaurant sales:Food and beverage
    
    
    33.6
    
    
    
    35.6
    
    
    
    35.2Labor and benefits
    
    
    34.3
    
    
    
    31.8
    
    
    
    31.8Occupancy and other
    
    
    26.7
    
    
    
    25.0
    
    
    
    22.8Pre-opening expenses
    
    
    
    
    
    
    
    
    
    
    0.1Total cost of restaurant sales
    
    
    94.6
    
    
    
    92.4
    
    
    
    89.9Depreciation and amortization
    
    
    4.7
    
    
    
    4.8
    
    
    
    5.0General and administrative expenses
    
    
    6.7
    
    
    
    5.6
    
    
    
    5.1Asset impairment
    
    
    0.5
    
    
    
    1.5
    
    
    
    0.8Total operating expenses
    
    
    106.5
    
    
    
    104.3
    
    
    
    100.8Operating loss
    
    
    (6.5
    )%
    
    
    (4.3
    )%
    
    
    (0.8
    )%
 Subsequentto April 30,Restaurant Data:
    
    2006
    
    Fiscal 2006
    
    Fiscal 2005
    
    Fiscal 2004Company-owned restaurants:Beginning of period
    
    
    60
    
    
    
    68
    
    
    
    69
    
    
    
    70Opened
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Closed
    
    
    (3
    )
    
    
    (8
    )
    
    
    (1
    )
    
    
    (2
    )End of period
    
    
    57
    
    
    
    60
    
    
    
    68
    
    
    
    69Franchised and licensed restaurants:Beginning of period
    
    
    12
    
    
    
    12
    
    
    
    11
    
    
    
    9Opened
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    2Closed
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    End of period
    
    
    12
    
    
    
    12
    
    
    
    12
    
    
    
    11Total restaurants:Beginning of period
    
    
    72
    
    
    
    80
    
    
    
    80
    
    
    
    79Opened
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    3Closed
    
    
    (3
    )
    
    
    (8
    )
    
    
    (1
    )
    
    
    (2
    )End of period
    
    
    69
    
    
    
    72
    
    
    
    80
    
    
    
    80
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FIFTY-THREE WEEKS ENDED APRIL 30, 2006 (FISCAL YEAR 2006) COMPARED TO THE FIFTY-TWO WEEKS
ENDED APRIL 24, 2005 (FISCAL YEAR 2005)
 Total revenues
 Food and beverage.
 Labor and benefits
 Occupancy and other
 Depreciation and amortization.
 General and administrative
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Asset impairment.
 Gain on extinguishment of debt.
 Interest expense, net.
 Income taxes.
 FIFTY-TWO WEEKS ENDED APRIL 24, 2005 (FISCAL YEAR 2005) COMPARED TO THE FIFTY-TWO WEEKS ENDED
APRIL 25, 2004 (FISCAL YEAR 2004)
 Total revenues
  30




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Food and beverage.
 Labor and benefits
 Occupancy and other
 Depreciation and amortization.
 General and administrative
 31




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Asset impairment.
 (Loss) gain on sale/disposal of fixed assets.
 Gain on extinguishment of debt.
 Interest expense, net.
 Income taxes.
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LIQUIDITY AND CAPITAL RESOURCES
   2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    Thereafter
    
    
    TotalLong term debt:Principal
    
    $
    6,600
    
    
    $
    936
    
    
    $
    17
    
    
    $
    7
    
    
    
    
    
    
    
    
    
    
    $
    7,560Interest
    
    
    284
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    304Total long-term debt
    
    
    6,884
    
    
    
    956
    
    
    
    17
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    7,864Capital lease debt:Principal
    
    
    1,260
    
    
    
    429
    
    
    
    341
    
    
    
    343
    
    
    
    316
    
    
    
    760
    
    
    
    3,449Interest
    
    
    223
    
    
    
    198
    
    
    
    168
    
    
    
    134
    
    
    
    98
    
    
    
    124
    
    
    
    945Total capital lease
debt
    
    
    1,483
    
    
    
    627
    
    
    
    509
    
    
    
    477
    
    
    
    414
    
    
    
    884
    
    
    
    4,394Operating leases
    
    
    8,974
    
    
    
    8,595
    
    
    
    8,077
    
    
    
    7,605
    
    
    
    7,410
    
    
    
    62,311
    
    
    
    102,972Other commitments
    
    
    205
    
    
    
    140
    
    
    
    142
    
    
    
    168
    
    
    
    
    
    
    
    
    
    
    
    655Total
    
    $
    17,546
    
    
    $
    10,318
    
    
    $
    8,745
    
    
    $
    8,257
    
    
    $
    7,824
    
    
    $
    63,195
    
    
    $
    115,885
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SUMMARY OF CASH FLOWS
     CAPITAL EXPENDITURES
  SEASONALITY AND QUARTERLY RESULTS
  34




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IMPACT OF INFLATION
   
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  35




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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
   
 ITEM 9A. CONTROLS AND PROCEDURES
   36




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37




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PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 EXECUTIVE OFFICERS
  Name
    
    Age
    
    PositionAyman Sabi
    
    43
    
    President, Chief Executive Officer, and acting Chief Financial OfficerAlain K.K. Lee
    
    49
    
    Executive Vice President and Corporate SecretaryMark Rogers
    
    43
    
    Vice President of Operations
    DIRECTORS
  Name
    
    Age
    
    Director SinceAyman Sabi
    
    43
    
    February 1997Alain K.K. Lee
    
    49
    
    January 1998Ronald J. Buck
    
    43
    
    September 2002Nathan D. Benn
    
    44
    
    September 2002Francis Lee
    
    49
    
    May 2006
 38




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Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Ethics
  39




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ITEM 11. EXECUTIVE COMPENSATION
 Summary Compensation Table
  NAME AND PRINCIPAL
    
    Fiscal
    
    
    
    
    
    Other Annual
    
    All otherPOSITION
    
    Year
    
    Salary
    
    Compensation (1)
    
    Compensation (2)Ayman Sabi,
    
    
    2006
    
    
    $
    230,557
    
    
    $
    64,008
    
    
    $
    23,056President and Chief
    
    
    2005
    
    
    
    228,977
    
    
    
    87,078
    
    
    
    143,898Executive Officer
    
    
    2004
    
    
    
    235,547
    
    
    
    67,468
    
    
    
    23,555Alain K.K. Lee,
Executive Vice
    
    
    2006
    
    
    $
    139,844
    
    
    $
    36,473
    
    
    $
    13,984President and
    
    
    2005
    
    
    
    138,885
    
    
    
    36,760
    
    
    
    13,889Corporate Secretary
    
    
    2004
    
    
    
    135,288
    
    
    
    34,332
    
    
    
    13,529Mark Rogers, Vice
    
    
    2006
    
    
    $
    153,773
    
    
    
    
    
    
    $
    President of
    
    
    2005
    
    
    
    158,719
    
    
    
    
    
    
    
    Operations
    
    
    2004
    
    
    
    130,231
    
    
    
    
    
    
    
    
 
 (1)
    
    This amount represents rent and car lease payments made by us
for Messrs. Sabi and Lee.(2)
    
    Represents Supplemental Executive Retirement Plan (SERP) and Key Employee Secured Benefit Plan
(KESBP) contributions made by us. Also includes, for fiscal year 2005, bonuses paid to Mr. Sabi
totaling $110,000. OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
  AGGREGATED OPTIONS / SAR GRANTS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTIONS / SAR
VALUES
 Number of securities
    
    Value of Unexercised In-Shares
    
    
    
    
    
    Underlying Unexercised
    
    The-MoneyAcquired
    
    
    
    
    
    Options / SARs at Fiscal
    
    Options/SARs at Fiscalon
    
    Value
    
    Year-End (1)
    
    Year-End (1)Exercise
    
    Realized
    
    Exercisable (E)
    
    Exercisable (E)($)
    
    ($)
    
    Unexercisable (U)
    
    Unexercisable (U)Ayman Sabi
    
    
    -
    
    
    
    -
    
    
    E - 400,000
    
    U - 0
    
    E - 0
    
    U - 0Alain K.K. Lee
    
    
    -
    
    
    
    -
    
    
    E - 200,000
    
    U - 0
    
    E - 0
    
    U - 0Mark Rogers
    
    
    -
    
    
    
    -
    
    
    E - 175,000
    
    U - 0
    
    E - 0
    
    U - 0
 
 (1)
    
    All Options awarded under the 2003 Stock Option Plan 40




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Compensation of Directors
  2003 Stock Option Plan
      41




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Severance Agreements
  
    
    Ayman Sabi, our CEO and one of our directors, will receive 18
months of salary and certain benefits;
 
    
    Alain Lee, one of our directors and executive officers, will
receive 12 months of salary and certain benefits;
 
    
    Mark Rogers, our Vice President of Operations, will receive 12
months of salary and certain benefits; and
 
    
    David Foulke, our Vice President of Purchasing and MIS, will
receive 12 months of salary and certain benefits.
  Special Incentive Compensation Plan
  42




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##### Table of Contents




    
    Special incentive compensation will be payable under the Plan in the event of a Change of
Control (as defined in the Plan) in a transaction (Transaction) in which our shareholders
are being paid consideration in return for their shares (whether such Transaction is in the
form of a sale of more than a majority of our outstanding shares, a merger of us with or into
another company in which our existing shareholders receive cash in exchange for their shares,
or a sale of all or substantially all of our assets and a subsequent liquidation of us in
which our shareholders receive a liquidating distribution in return for their shares). Such
special incentive compensation shall be determined using the Transaction Value (defined below)
and multiplier determined as follows:
 °
    
    if the net payment made or to be made to our shareholders in the
Transaction is less than $0.60 per share, than the multiplier with respect to the
Transaction shall be 2.0% of the Transaction Value;°
    
    if the net payment made or to be made to our shareholders is $0.60 per
share or higher, but still less than $0.70 per share, than the multiplier with
respect to the Transaction shall be 2.5% of the Transaction Value;°
    
    if the net payment made or to be made to our shareholders is $0.70 per
share or higher, but still less than $0.80 per share, than the multiplier with
respect to the Transaction shall be 3.0% of the Transaction Value;°

    
    if the net payment made or to be made to our shareholders is $0.80 per
share or higher, but still less than $0.90 per share, than the multiplier with
respect to the Transaction shall be 3.5% of the Transaction Value; and°
    
    if the net payment made or to be made to our shareholders in the
Transaction is at least $0.90 per share or higher, than the multiplier with respect
to the Transaction shall be 4.0% of the Transaction Value.
  
    
    The Compensation Committee has determined that
our executive officers shall receive the
following participation in funds available under
the Plan:
 °
    
    Ayman Sabi  27 percent°
    
    Alain Lee  17 percent°
    
    Mark Rogers  17 percent
  43




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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  44




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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND RELATED STOCKHOLDER MATTERS
 Security Ownership of Directors and Named Executive Officers
  TOTAL SHARESBENEFICIALLY
    
    PERCENT OFNAME OF BENEFICIAL OWNER (1)
    
    OWNED (2)
    
    CLASSAyman Sabi (3)
    
    
    2,781,228
    
    
    
    9.5
    %Alain K.K. Lee (4)
    
    
    
    
    
    
    Francis Lee (4)
    
    
    
    
    
    
    Ronald J. Buck
    
    
    
    
    
    
    Nathan D. Benn
    
    
    
    
    
    
    Mark Rogers
    
    
    
    
    
    
    
 
 (1)
    
    Unless otherwise stated, the address of all beneficial owners is 2703-A Gateway Drive,
Pompano Beach, Florida 33069(2)
    
    Information concerning beneficial ownership was furnished by the persons named in the table
or derived from documents filed with the U.S. Securities and Exchange Commission. Unless
stated otherwise, each person named in the table has sole voting and investment power with
respect to the shares beneficially owned.(3)
    
    Includes (i) 3,450 shares of common stock beneficially owned directly by Mr. Sabi and (ii)
2,777,778 shares owned by Tonto Capital Partners, GP (Tonto). Mr. Sabi, as a general
partner of Tonto, is deemed a beneficial owner of our shares that are owned by Tonto for U.S.
securities law purposes. However, Mr. Sabi disclaims any pecuniary interest in the shares
owned by Tonto except to the extent of his proportional interest in Tonto.(4)
    
    Both Alain K.K. Lee and Francis Lee disclaim any beneficial ownership of the shares of our
common stock owned by Berjaya. Security Ownership of Principal Shareholders
  TOTAL SHARESBENEFICIALLY
    
    PERCENT OFNAME OF BENEFICIAL OWNER (1)
    
    OWNED (2)
    
    CLASSBerjaya Group (Cayman) Limited (3)
    
    
    19,440,786
    
    
    
    66.5
    %Tonto Capital Partners, G.P. (4)
    
    
    2,777,778
    
    
    
    9.5
    %
 
 (1)
    
    Unless otherwise stated, the address of all beneficial owners is 2703-A Gateway Drive,
Pompano Beach, Florida 33069 45




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##### Table of Contents



(2)
    
    Information concerning beneficial ownership was furnished by the persons named in the table
or derived from documents filed with the U.S. Securities and Exchange Commission. Unless
stated otherwise, each person named in the table has sole voting and investment power with
respect to the shares beneficially owned.(3)
    
    Prime Gaming Philippines, Inc. (Prime), an affiliated company of Berjaya, beneficially owns
1,388,889 shares or 4.75% of our common stock. In the aggregate, Berjaya and Prime
beneficially own 20,829,675 shares or 71.28% of our common stock. The ultimate parent of
Berjaya is Berjaya Group Berhad, a diversified holding company headquartered in Malaysia.
Berjaya disclaims beneficial ownership over the securities owned by Prime.(4)
    
    Mr. Sabi, as a general partner of Tonto Capital Partners, GP, is deemed to be the beneficial
owner of all of the shares owned by Tonto for U.S. securities law purposes. However, Mr.
Sabi disclaims any pecuniary interest in our shares owned by Tonto except to the extent of his
proportional interest in Tonto. Equity Compensation Plan Information
  Number of securitiesremaining available forfuture issuance underNumber of securities to
    
    Weighted-average
    
    equity compensationbe issued upon exercise
    
    exercise price of
    
    plans (excludingof outstanding options,
    
    outstanding options,
    
    securities reflected inPlan Category
    
    warrants, and rights
    
    warrants, and rights
    
    the first column)Equity compensation
plans approved by
security holders
(1)(2)
    
    
    1,295,000
    
    
    $
    0.36
    
    
    
    205,000Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    N/A
    
    
    
    Total
    
    
    1,295,000
    
    
    $
    0.36
    
    
    
    205,000
 
 (1)
    
    Under the confirmed plan of reorganization relating to our 2002 bankruptcy proceeding, our
1994 and 1998 stock option plans were terminated and all outstanding options were canceled.(2)
    
    Effective May 15, 2003, our shareholders approved the 2003 Stock Option Plan. The 2003 Plan
reserves an aggregate of 1,500,000 shares for the issuance of options thereunder. During
Fiscal Year 2004, 1,395,000 of those options were granted. Options for 105,000 shares were forfeited during Fiscal Year 2005 and Fiscal Year 2006. At April 30, 2006, there were
205,000 options available for issuance under the 2003 Plan. 
 46




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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         47




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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
   48




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PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 (a)
    
    The following documents are filed as a part of this Form 10-K.
 1.
    
    Financial StatementsThe Financial Statements are listed in the accompanying Index to Financial
Statements on Page F-1.2.
    
    Financial Statement SchedulesNone.3.
    
    ExhibitsThe exhibits listed below are filed or incorporated by reference as part of this
Form 10-K. For exhibits incorporated by reference, the location of the exhibit in
the previous filing is indicated parenthetically.
 Exhibit
    
    Description2.1
    
    Debtors Second Amended and Restated Disclosure Statement in Support of
Chapter 11 Plan of Reorganization, as Modified, dated June 12, 2002
(incorporated by reference to Exhibit 2.1 to the Companys Annual Report on
Form 10-K for the fiscal year ended April 28, 2002).2.2
    
    Debtors Second Amended and Restated Chapter 11 Plan of Reorganization as
Modified, dated June 12, 2002 (incorporated by reference to Exhibit 2.1 to
the Companys Annual Report on Form 10-K for the fiscal year ended April 28,
2002).2.3
    
    Order Confirming Debtors Second Amended and Restated Chapter 11 Plan of
Reorganization, as Modified (incorporated by reference to Exhibit 2.1 to the
Companys Annual Report on Form 10-K for the fiscal year ended April 28,
2002).3.1
    
    Amended and Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Companys Annual Report on Form 10-K for
the fiscal year ended April 27, 2003).3.2
    
    Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form S-1 dated September 26, 1996).10.2
    
    Master Development Agreement, dated January 5, 1996, between the Company and
Roadhouse Grill Asia (incorporated by reference to Exhibit 10.31 to the
Registration Statement on Form S-1 dated September 26, 1996).10.3
    
    Addendum to Master Development Agreement, dated August 8, 2003, between the
Company and Roadhouse Grill Asia Pacific (Cayman) Limited (incorporated by
reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for
the fiscal quarter ended October 26, 2003).10.4
    
    Addendum to Master Development Agreement, dated August 8, 2003, between the
Company and Roadhouse Grill Asia Pacific (HK) (incorporated by reference to
Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the fiscal
quarter ended October 26, 2003).
 49




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##### Table of Contents



Exhibit
    
    Description10.6
    
    Master Lease Agreement between the Company and Pacific Financial Company,
dated June 2, 1997 (incorporated by reference to Exhibit 10.42 to the
Companys Quarterly Report on Form 10-Q for the fiscal quarter ended June 29,
1997).10.9
    
    Amendment dated December 1, 1997 to that Master Development Agreement
executed January 5, 1996 by and between Roadhouse Grill, Inc. and Roadhouse
Grill Asia Pacific (H.K.) Limited (incorporated by reference to Exhibit 10.49
to the Companys Annual Report on Form 10-K for the fiscal year ended
December 28, 1997).10.10
    
    Amendment dated December 1, 1997 to that Master Development Agreement
executed January 5, 1996 by and between Roadhouse Grill, Inc. and Roadhouse
Grill Asia Pacific (Cayman) Limited (incorporated by reference to Exhibit
10.50 to the Companys Annual Report on Form 10-K for the fiscal year ended
December 28, 1997).10.11
    
    Convertible Secured Promissory note, dated February 14, 2001, made by the
Company in favor of Berjaya (incorporated by reference to Exhibit 10.1 to the
Companys Quarterly Report for the fiscal quarter ended January 28, 2001).10.12
    
    Roadhouse Grill, Inc. 2003 Stock Option Plan (incorporated by reference to
the Companys Proxy Statement dated April 22, 2003).10.14
    
    Promissory Note, dated September 20, 2002, made by the Company in favor of
CNL Funding 2000-A, LP. (incorporated by reference to Exhibit 10.1 of the
Companys Quarterly Report on Form 10-Q for the fiscal quarter ended January
26, 2003).10.15
    
    Promissory Note, dated September 20, 2002, made by the Company in favor of
CNL Income Fund III, LTD. (incorporated by reference to Exhibit 10.2 of the
Companys Quarterly Report on Form 10-Q for the fiscal quarter ended January
26, 2003).10.16
    
    Promissory Note, dated September 20, 2002, made by the Company in favor of
CNL APF Partners, LP. (incorporated by reference to Exhibit 10.3 of the
Companys Quarterly Report on Form 10-Q for the fiscal quarter ended January
26, 2003).10.17
    
    Promissory Note, dated September 20, 2002, made by the Company in favor of
CORSAIR Special Situations Fund LP. (incorporated by reference to Exhibit
10.4 of the Companys Quarterly Report on Form 10-Q for the fiscal quarter
ended January 26, 2003).10.18
    
    Partnership agreement of Tonto Capital Partners GP (incorporated by reference
to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the fiscal
quarter ended January 25, 2004).10.19
    
    Trademark License Agreement, dated March 3, 2004, between the Company and
Roadhouse Grill Italia S.R.L. (incorporated by reference to Exhibit 10.19 to
the Companys Annual Report on Form 10-K for the fiscal year ended April 25,
2004).10.20
    
    Purchase Agreement, dated July 28, 2004, between the Company and Sovereign
Roadhouse LLC. (incorporated by reference to Exhibit 10.20 to the Companys
Annual Report on Form 10-K for the fiscal year ended April 25, 2004).10.21
    
    Retention Agreement dated as of March 29, 2005 by and between Roadhouse
Grill, Inc. and Michael C. Brant (incorporated by reference to Exhibit 10.1
to the Companys Current Report on Form 8-K filed on April 7, 2005).10.22
    
    Employee Severance Agreement between the Company and Ayman Sabi (incorporated
by reference to Exhibit 10.22 to the Companys Form 10-K for fiscal year
ended April 24, 2005)
 50




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Exhibit
    
    Description10.23
    
    Amended and Restated Retention and Severance Agreement between the Company
and Michael C. Brant (incorporated by reference to Exhibit 10.23 to the
Companys Form 10-K for fiscal year ended April 24, 2005)10.24
    
    Employee Severance Agreement between the Company and Kok Kay (Alain) Lee
(incorporated by reference to Exhibit 10.24 to the Companys Form 10-K for
fiscal year ended April 24, 2005)10.25
    
    Employee Severance Agreement between the Company and Mark Rogers
(incorporated by reference to Exhibit 10.25 to the Companys Form 10-K for
fiscal year ended April 24, 2005)10.26
    
    Employee Severance Agreement between the Company and David Foulke
(incorporated by reference to Exhibit 10.26 to the Companys Form 10-K for
fiscal year ended April 24, 2005)10.27
    
    Employee Severance Agreement between the Company and Dorothy Blalock
(incorporated by reference to Exhibit 10.27 to the Companys Form 10-K for
fiscal year ended April 24, 2005)10.28
    
    Employee Severance Agreement between the Company and Kenneth Fordik
(incorporated by reference to Exhibit 10.28 to the Companys Form 10-K for
fiscal year ended April 24, 2005)10.29
    
    Roadhouse Grill, Inc. 2005 Special Incentive Compensation Plan (incorporated
by reference to Exhibit 10.29 to the Companys Form 10-K for fiscal year
ended April 24, 2005)10.30
    
    Loan Agreement, dated as of August 10, 2005, between Berjaya Group (Cayman)
Limited and the Company (incorporated by reference to Exhibit 10.30 to the
Companys Form 10-K for fiscal year ended April 24, 2005)10.31
    
    Line of Credit Promissory Note made by the Company in favor of Berjaya Group
(Cayman) Limited (incorporated by reference to Exhibit 10.31 to the Companys
Form 10-K for fiscal year ended April 24, 2005)10.32
    
    Security Agreement between Berjaya Group (Cayman) Limited and the Company
(incorporated by reference to Exhibit 10.32 to the Companys Form 10-K for
fiscal year ended April 24, 2005)10.33
    
    Amended and Restated Loan Agreement, dated October 6, 2005, by and between
Roadhouse Grill, Inc. and Berjaya Group (Cayman) Limited (incorporated by
reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed
on November 2, 2005)10.34
    
    Amended and Restated Line of Credit Promissory Note dated October 6, 2005, by
and between Roadhouse Grill, Inc. in favor of Berjaya Group (Cayman) Limited
(incorporated by reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K filed on November 2, 2005)10.35
    
    Amended and Restated Security Agreement, dated October 6, 2005, by and
between Roadhouse Grill, Inc. and Berjaya Group (Cayman) Limited
(incorporated by reference to Exhibit 10.3 to the Companys Current Report on
Form 8-K filed on November 2, 2005)10.36
    
    Stock Warrant Certificate of the Company in favor of Berjaya Group (Cayman)
Limited (incorporated by reference to Exhibit 10.4 to the Companys Current
Report on Form 8-K filed on November 2, 2005)10.37
    
    Demand Promissory Note dated September 23, 2005, by the Company in favor of
Ayman Sabi (incorporated by reference to Exhibit 10.5 to the Companys
Current Report on Form 8-K filed on November 2, 2005)
 51




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Exhibit
    
    Description10.38
    
    Agreement and Plan of Merger, dated November 17, 2005, by and among the
Company, Steakhouse Partners, Inc. and RGI Acquisition Corp. (incorporated
by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed
on November 18, 2005)10.39
    
    Amendment to Stock Warrant Certificate, dated November 17, 2005 (incorporated
by reference from Exhibit 4.1 to the Companys Quarterly Report on Form 10-Q
for the quarter ended October 23, 2005).10.40
    
    Letter Agreement between Berjaya and the Company dated November 17, 2005
regarding the Amended and Restated Loan Agreement (incorporated by reference
from Exhibit 10.4 from the Companys Quarterly Report on Form 10-Q for the
quarter ended October 23, 2005).10.41
    
    Letter Agreement between Berjaya and the Company dated November 17, 2005
regarding the Merger with Steakhouse Partners, Inc. (incorporated by
reference from Exhibit 10.5 from the Companys Quarterly Report on Form 10-Q
for the quarter ended October 23, 2005).10.42
    
    Letter Agreement between Ayman Sabi and the Company dated November 17, 2005
regarding the Merger with Steakhouse Partners, Inc. (incorporated by
reference from Exhibit 10.6 from the Companys Quarterly Report on Form 10-Q
for the quarter ended October 23, 2005).10.43
    
    Second Amended and Restated Loan Agreement, dated March 15, 2006, by and
between Berjaya Group (Cayman) Limited and the Company (incorporated by
reference from Exhibit 10.1 to the Companys Current Report on Form 8-K filed
on March 24, 2006)10.43
    
    Second Amended and Restated Line of Credit Promissory Note dated March 15,
2006 by the Company in favor of Berjaya Group (Cayman) Limited (incorporated
by reference from Exhibit 10.2 to the Companys Current Report on Form 8-K
filed on March 24, 2006)10.44
    
    Second Amended and Restated Security Agreement, dated March 15, 2006, by and
between Berjaya Group (Cayman) Limited and the Company (incorporated by
reference from Exhibit 10.3 to the Companys Current Report on Form 8-K filed
on March 24, 2006)10.45
    
    First Amendment to Second Amended and Restated Loan Agreement, dated May 8,
2006, by and between Berjaya Group (Cayman) Limited and the Company
(incorporated by reference from Exhibit 10.4 to the Companys Quarterly
Report on Form 10-Q for the quarter ended January 22, 2006)10.46
    
    Third Amended and Restated Line of Credit Promissory Note, dated May 8, 2006
by the Company in favor of Berjaya Group (Cayman) Limited (incorporated by
reference from Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q
for the quarter ended January 22, 2006)10.47
    
    Demand Promissory Note dated May 9, 2006 by the Company in favor of Ayman
Sabi (incorporated by reference from Exhibit 10.6 to the Companys Quarterly
Report on Form 10-Q for the quarter ended January 22, 2006)10.48
    
    Second Amendment to Stock Warrant Certificate dated June ___, 2006
(incorporated by reference from Exhibit 10.7 to the Companys Quarterly
Report on Form 10-Q for the quarter ended January 22, 2006)10.49
    
    Second Amendment to Second Amended and Restated Loan Agreement, dated July
26, 2006, by and between Berjaya Group (Cayman) Limited and the Company
(incorporated by reference from Exhibit 10.1 to the Companys Current Report
on Form 8-K filed on August 3, 2006)
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Exhibit
    
    Description10.50
    
    Fourth Amended and Restated Line of Credit Promissory Note, dated July 26,
2006 by the Company in favor of Berjaya Group (Cayman) Limited (incorporated
by reference from Exhibit 10.2 to the Companys Current Report on Form 8-K
filed on August 3, 2006)10.51
    
    Agreement dated April 6, 2007, by and among Berjaya Group (Cayman) Limited,
Prime Gaming Philippines, Inc., Steve Saterbo, Tonto Capital Partners, GP,
the Company, RHG Acquisition Corporation, and Duffys Holdings, Inc.
(incorporated by reference from Exhibit 2.1 to the Companys Current Report
on Form 8-K filed on April 10, 2007)10.52
    
    Form of Selling Shareholder Note relating to the Agreement dated April 6,
2007 (incorporated by reference from Exhibit 2.2 to the Companys Current
Report on Form 8-K filed on April 10, 2007)10.53
    
    Form of Restructured Berjaya Note relating to the Agreement dated April 6,
2007 (incorporated by reference from Exhibit 2.3 to the Companys Current
Report on Form 8-K filed on April 10, 2007)10.54
    
    Form of Bill of Sale to be issued in connection with the Berjaya IP Sale
contemplated by the Agreement dated April 6, 2007 (incorporated by reference
from Exhibit 2.4 to the Companys Current Report on Form 8-K filed on April
10, 2007)10.55
    
    Credit Card Receivables Advance Agreement with Credit Cash, LLC, dated
January 12, 2007.*10.56
    
    Amended agreement with Credit Cash, LLC dated April 23, 2007.*31.1
    
    Certification by Chief Executive Officer under Section 302 of Sarbanes-Oxley.*31.2
    
    Certification by Chief Financial Officer under Section 302 of Sarbanes-Oxley.*32.1
    
    Certification by Chief Executive Officer under Section 906 of Sarbanes-Oxley.*32.2
    
    Certification by Chief Financial Officer under Section 906 of Sarbanes-Oxley.*
 
 *
    
    Filed herewith (b)
    
    Reports on Form 8-KNone
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SIGNATURES
  ROADHOUSE GRILL, INC.By:
    /s/ Ayman SabiAyman Sabi, President  Name
    
    Capacity
    
    Date/s/ Ayman SabiAyman Sabi
    
    President, Chief Executive
Officer (Principal
Executive Officer and
Acting Principal Financial
and Accounting Officer) and
Director
    
    May 16, 2007/s/ Alain K.K. LeeAlain K.K. Lee
    
    Executive Vice President,
Corporate Secretary and
Director
    
    May 16, 2007/s/ Nathan D. BennNathan D. Benn
    
    Director
    
    May 16, 2007/s/ Ronald J. BuckRonald J. Buck
    
    Director
    
    May 16, 2007/s/ Francis LeeFrancis Lee
    
    Director
    
    May 16, 2007
 54




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INDEX TO FINANCIAL STATEMENTS
 Fifty-three weeks ended April 30, 2006 (Fiscal 2006), fifty-two weeks ended April 24, 2005 (Fiscal
2005) and fifty-two weeks ended April 25, 2004 (Fiscal 2004)
 Reports of independent registered public accounting firms
    
    
    F-2Balance sheets
    
    
    F-4Statements of operations
    
    
    F-6Statement of
shareholders equity (deficiency)
    
    
    F-7Statements of cash flows
    
    
    F-8Notes to financial statements
    
    
    F-10
 F-37
 F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     /s/ RACHLIN
COHEN & HOLTZ LLP  RACHLIN COHEN & HOLTZ
   F-2




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##### Table of Contents



REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
    
 F-3




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##### Table of Contents



ROADHOUSE GRILL, INC.
BALANCE SHEETS
April 30, 2006 and April 24, 2005
($ in thousands, except share data)
 April 30, 2006
    
    
    April 24, 2005AssetsCurrent assets:Cash and cash equivalents
    
    $
    66
    
    
    $
    810Accounts receivable, net of allowance for doubtful accounts
of $234 and $205, respectively
    
    
    662
    
    
    
    854Accounts receivable due from majority shareholder
    
    
    88
    
    
    
    115Income tax receivable
    
    
    8
    
    
    
    Inventory
    
    
    973
    
    
    
    965Prepaid expenses
    
    
    714
    
    
    
    1,019Current assets of discontinued operations
    
    
    
    
    
    
    127Total current assets
    
    
    2,511
    
    
    
    3,890Property & equipment, net of accumulated depreciation of
$54,122 and $52,804, respectively
    
    
    19,368
    
    
    
    23,772Intangible assets, net of accumulated amortization
    
    
    113
    
    
    
    139Goodwill
    
    
    1,527
    
    
    
    1,527Capitalized transaction costs
    
    
    702
    
    
    
    82Other assets
    
    
    621
    
    
    
    774Non-current assets of discontinued operations
    
    
    266
    
    
    
    1,530Total assets
    
    
    25,108
    
    
    
    31,714Liabilities and shareholders equity (deficiency)Current liabilities:Accounts payable
    
    $
    7,045
    
    
    $
    5,443Accrued
expenses  payroll
    
    
    3,992
    
    
    
    1,721Accrued
expenses  taxes
    
    
    2,033
    
    
    
    1,395Accrued
expenses   other
    
    
    2,847
    
    
    
    2,520Unearned revenue
    
    
    789
    
    
    
    2,000Current portion of long-term debt
    
    
    966
    
    
    
    918Notes payable to principal shareholders
    
    
    4,231
    
    
    
    Other current debt due to related party
    
    
    1,184
    
    
    
    1,127Current portion of capital lease obligations
    
    
    380
    
    
    
    454Current liabilities of discontinued operations
    
    
    1,721
    
    
    
    1,586Total current liabilities
    
    
    25,188
    
    
    
    17,164Long-term debt
    
    
    238
    
    
    
    1,203Long-term debt due to related party
    
    
    614
    
    
    
    1,799Capital lease obligations
    
    
    1,963
    
    
    
    2,183Long-term portion of unearned revenue
    
    
    1,644
    
    
    
    2,207Non-current deferred rent
    
    
    3,426
    
    
    
    3,017Non-current liabilities of discontinued operations
    
    
    333
    
    
    
    1,755Total liabilities
    
    
    33,406
    
    
    
    29,328
 F-4




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##### Table of Contents



April 30, 2006
    
    
    April 24, 2005Commitments, contingencies and subsequent eventsShareholders equity (deficiency):Common stock, $0.03 par value, Authorized
35,000,000 shares; issued and outstanding
29,220,663 shares
    
    
    877
    
    
    
    877Additional paid-in capital
    
    
    56,009
    
    
    
    55,972Accumulated deficit
    
    
    (65,184
    )
    
    
    (54,463
    )Total shareholders equity (deficiency)
    
    
    (8,298
    )
    
    
    2,386Total liabilities and shareholders equity (deficiency)
    
    
    25,108
    
    
    
    31,714
  F-5




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##### Table of Contents



ROADHOUSE GRILL, INC.
 STATEMENTS OF OPERATIONS
 For the Fifty-Three Weeks Ended April 30, 2006
 and the Fifty-Two Weeks Ended April 24, 2005 and April 25, 2004
 ($ in thousands, except per-share data)
 April 30, 2006
    
    
    April 24, 2005
    
    
    April 25, 2004Total revenues
    
    $
    115,995
    
    
    $
    120,273
    
    
    $
    126,708Restaurant operating expenses:Food and beverage
    
    
    38,976
    
    
    
    42,758
    
    
    
    44,617Labor and benefits
    
    
    39,816
    
    
    
    38,213
    
    
    
    40,241Occupancy and other
    
    
    31,011
    
    
    
    30,177
    
    
    
    28,912Pre-opening expenses
    
    
    
    
    
    
    
    
    
    
    120Total cost of restaurant sales
    
    
    109,803
    
    
    
    111,148
    
    
    
    113,890Depreciation and amortization
    
    
    5,416
    
    
    
    5,708
    
    
    
    6,402General and administrative expenses
    
    
    7,770
    
    
    
    6,775
    
    
    
    6,506Asset impairment
    
    
    603
    
    
    
    1,768
    
    
    
    964Total operating expenses
    
    
    123,592
    
    
    
    125,399
    
    
    
    127,762Operating loss
    
    
    (7,597
    )
    
    
    (5,126
    )
    
    
    (1,054
    )Other income (expense):(Loss) on sale/disposal of fixed assets
    
    
    (20
    )
    
    
    (22
    )
    
    
    (19
    )Gain on extinguishment of debt
    
    
    
    
    
    
    7,102
    
    
    
    Interest expense, net
    
    
    (1,268
    )
    
    
    (1,550
    )
    
    
    (3,236
    )Total other income (expense)
    
    
    (1,288
    )
    
    
    5,530
    
    
    
    (3,255
    )Income (loss) from continuing operations before
income taxes
    
    
    (8,885
    )
    
    
    404
    
    
    
    (4,309
    )Income tax expense (benefit)
    
    
    29
    
    
    
    75
    
    
    
    (1
    )(Loss) income from continuing operations
    
    
    (8,914
    )
    
    
    329
    
    
    
    (4,308
    )Discontinued operations:(Loss) from operations of discontinued
restaurants (less applicable income taxes of
$0)
    
    
    (997
    )
    
    
    (2,328
    )
    
    
    (1,970
    )(Loss) gain on disposal of discontinued
restaurants, including provision of $310 for
operating losses during phase-out period
(less applicable income taxes of $0)
    
    
    (810
    )
    
    
    (442
    )
    
    
    301(Loss) from discontinued operations
    
    
    (1,807
    )
    
    
    (2,770
    )
    
    
    (1,669
    )Net loss
    
    $
    (10,721
    )
    
    $
    (2,441
    )
    
    $
    (5,977
    )Basic and diluted earnings per share:Net (loss) income from continuing operations
    
    $
    (0.31
    )
    
    $
    0.01
    
    
    $
    (0.14
    )Net loss from discontinued operations
    
    
    (0.06
    )
    
    
    (0.09
    )
    
    
    (0.06
    )Net loss
    
    
    (0.37
    )
    
    
    (0.08
    )
    
    
    (0.20
    )Weighted average common shares and share
equivalents outstanding, assuming dilution
    
    
    29,220,663
    
    
    
    29,220,663
    
    
    
    29,220,663
  F-6




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##### Table of Contents



ROADHOUSE GRILL, INC.
 STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIENCY)
 For the Fifty-Three Weeks Ended April 30, 2006 and
 Fifty-Two Weeks Ended April 24, 2005 and April 25, 2004
 ($ in thousands, except share data)
 Common StockAdditional
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Paid-In Capital
    
    
    Deficit
    
    
    TotalBalance April 27, 2003
    
    
    29,220,663
    
    
    $
    877
    
    
    $
    55,953
    
    
    $
    (46,045
    )
    
    $
    10,785Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,977
    )
    
    
    (5,977
    )Balance April 25, 2004
    
    
    29,220,663
    
    
    
    877
    
    
    
    55,953
    
    
    
    (52,022
    )
    
    
    4,808Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,441
    )
    
    
    (2,441
    )Vesting of stock options
    
    
    
    
    
    
    
    
    
    
    19
    
    
    
    
    
    
    
    19Balance April 24, 2005
    
    
    29,220,663
    
    
    
    877
    
    
    
    55,972
    
    
    
    (54,463
    )
    
    
    2,386Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,721
    )
    
    
    (10,721
    )Vesting of stock options
    
    
    
    
    
    
    
    
    
    
    37
    
    
    
    
    
    
    
    37Balance April 30, 2006
    
    
    29,220,663
    
    
    $
    877
    
    
    $
    56,009
    
    
    $
    (65,184
    )
    
    $
    (8,298
    )
  F-7




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##### Table of Contents



ROADHOUSE GRILL, INC.
 STATEMENTS OF CASH FLOWS
 For the Fifty-Three Weeks Ended April 30, 2006
 and the Fifty-Two Weeks Ended April 24, 2005 and April 25, 2004
 ($ in thousands)
 April 30, 2006
    
    
    April 25, 2005
    
    
    April 27, 2004Cash flows from operating activities:Net loss
    
    $
    (10,721
    )
    
    $
    (2,441
    )
    
    $
    (5,977
    )Adjustments to reconcile net loss to net cash
and cash equivalents provided by operating
activities:Net loss from discontinued operations
    
    
    997
    
    
    
    2,328
    
    
    
    1,970Depreciation and amortization
    
    
    5,416
    
    
    
    5,708
    
    
    
    6,402Asset impairment
    
    
    603
    
    
    
    1,768
    
    
    
    964Cash used for reorganization items
    
    
    
    
    
    
    (6
    )
    
    
    (179
    )Restructuring charge
    
    
    
    
    
    
    
    
    
    
    (96
    )Stock option expense
    
    
    37
    
    
    
    19
    
    
    
    Net loss (gain) on sale/disposal of assets
    
    
    20
    
    
    
    22
    
    
    
    (19
    )Gain on extinguishment of debt
    
    
    
    
    
    
    (7,102
    )
    
    
    Provision for bad debt
    
    
    29
    
    
    
    27
    
    
    
    14Changes in assets and liabilities:Decrease (increase) in accounts receivable
    
    
    163
    
    
    
    (724
    )
    
    
    61Decrease (increase) in accounts receivable
shareholder
    
    
    27
    
    
    
    (15
    )
    
    
    5Decrease (increase) in income tax receivable
    
    
    (8
    )
    
    
    69
    
    
    
    672Decrease (increase) in inventory
    
    
    (8
    )
    
    
    (45
    )
    
    
    91Decrease in prepaid expenses
    
    
    305
    
    
    
    194
    
    
    
    916Increase (decrease) in other assets
    
    
    134
    
    
    
    294
    
    
    
    (118
    )Increase in accounts payable
    
    
    1,602
    
    
    
    886
    
    
    
    927Increase
(decrease) in unearned revenue
    
    
    (1,774
    )
    
    
    3,707
    
    
    
    476(Decrease)
increase in accrued expenses
    
    
    3,645
    
    
    
    762
    
    
    
    (710
    )Net cash and cash equivalents provided by
continuing operating activities
    
    
    467
    
    
    
    5,451
    
    
    
    5,399Cash flows from investing activities:Proceeds from sales of property and equipment
    
    
    
    
    
    
    16,223
    
    
    
    1,514Purchases of property and equipment
    
    
    (1,590
    )
    
    
    (904
    )
    
    
    (1,570
    )Net cash and cash equivalents provided by
continuing investing activities
    
    
    (1,590
    )
    
    
    15,319
    
    
    
    (56
    )Cash flows from financing activities:Capitalized merger costs
    
    
    (620
    )
    
    
    
    
    
    
    Net proceeds on loan from shareholders
    
    
    4,231
    
    
    
    
    
    
    
    Repayment of long-term debt
    
    
    (917
    )
    
    
    (18,825
    )
    
    
    (5,910
    )Repayments of related party loans
    
    
    (1,128
    )
    
    
    (1,072
    )
    
    
    (1,020
    )Payments on capital lease obligations
    
    
    (294
    )
    
    
    (59
    )
    
    
    (523
    )Net cash and cash equivalents provided by
(used in) continuing financing activities
    
    
    1,272
    
    
    
    (19,956
    )
    
    
    (7,453
    )
 F-8




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##### Table of Contents



April 30, 2006
    
    
    April 25, 2005
    
    
    April 27, 2004Cash flows from Discontinued OperationsNet cash used in operating activities
    
    
    (140
    )
    
    
    (4,728
    )
    
    
    (1,897
    )Net cash provided by investing activities
    
    
    329
    
    
    
    4,352
    
    
    
    2,988Net cash used in financing activities
    
    
    (1,082
    )
    
    
    (809
    )
    
    
    (756
    )Net cash provided by (used in)
discontinued operations
    
    
    (893
    )
    
    
    (1,185
    )
    
    
    335(Decrease) in cash and cash equivalents
    
    
    (744
    )
    
    
    (371
    )
    
    
    (1,775
    )Cash and cash equivalents at beginning of year
    
    
    810
    
    
    
    1,181
    
    
    
    2,956Cash and cash equivalents at end of year
    
    
    66
    
    
    
    810
    
    
    
    1,181Supplementary disclosure:Interest paid
    
    
    1,016
    
    
    
    1,483
    
    
    
    3,219Income taxes paid
    
    
    65
    
    
    
    13
    
    
    
    29
  F-9




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##### Table of Contents



ROADHOUSE GRILL, INC.
 NOTES TO FINANCIAL STATEMENTS
 APRIL 30, 2006, APRIL 24, 2005 AND APRIL 25, 2004
 (1) BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
   Fiscal 2006
    
    $
    3,304Fiscal 2005
    
    $
    8,934Fiscal 2004
    
    $
    12,672
  April 30, 2006
    
    April 24, 2005Assets
    
    $
    266
    
    
    $
    1,657Liabilities
    
    
    2,054
    
    
    
    3,341
   F-10




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(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     F-11




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##### Table of Contents



F-12




---



##### Table of Contents



F-13




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##### Table of Contents



F-14




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##### Table of Contents



th
 F-15




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##### Table of Contents



(in thousands, except per share amounts)
    
    April 30, 2006
    
    
    April 24, 2005
    
    
    April 25, 2004Net loss, as
reported
    
    $
    (10,721
    )
    
    $
    (2,441
    )
    
    $
    (5,977
    )Deduct: Total
stock-based
employee
compensation
expense determined
under fair
value-based method
for all awards
    
    
    
    
    
    
    
    
    
    
    56Pro forma net loss
    
    $
    (10,721
    )
    
    $
    (2,441
    )
    
    $
    (6,033
    )Loss Per Share:Basic and
diluted, as
reported
    
    $
    (0.37
    )
    
    $
    (0.08
    )
    
    $
    (0.20
    )Basic and
diluted, pro
forma
    
    $
    (0.37
    )
    
    $
    (0.08
    )
    
    $
    (0.20
    )
   Weighted AverageNumber of Shares
    
    
    Exercise PriceBalance at April 27, 2003
    
    
    
    
    
    $
    Granted
    
    
    1,395,000
    
    
    
    0.36Exercised
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Expired
    
    
    
    
    
    
    Balance at April 25, 2004
    
    
    1,395,000
    
    
    
    0.36Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (90,000
    )
    
    
    0.36Expired
    
    
    
    
    
    
    Balance at April 24, 2005
    
    
    1,305,000
    
    
    
    0.36Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (10,000
    )
    
    
    0.36Expired
    
    
    
    
    
    
    Balance at April 30, 2006
    
    
    1,295,000
    
    
    $
    0.36
 F-16




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F-17




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(3) GOING CONCERN CONSIDERATIONS
      F-18




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##### Table of Contents



2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    Thereafter
    
    
    TotalLong term debt:Principal
    
    $
    6,600
    
    
    $
    936
    
    
    $
    17
    
    
    $
    7
    
    
    
    
    
    
    
    
    
    
    $
    7,560Interest
    
    
    284
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    304Total long-term debt
    
    
    6,884
    
    
    
    956
    
    
    
    17
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    7,864Capital lease debt:Principal
    
    
    1,260
    
    
    
    429
    
    
    
    341
    
    
    
    343
    
    
    
    315
    
    
    
    760
    
    
    
    3,449Interest
    
    
    223
    
    
    
    198
    
    
    
    168
    
    
    
    134
    
    
    
    98
    
    
    
    124
    
    
    
    945Total capital lease
debt
    
    
    1,483
    
    
    
    627
    
    
    
    509
    
    
    
    477
    
    
    
    414
    
    
    
    884
    
    
    
    4,394Operating leases
    
    
    8,974
    
    
    
    8,595
    
    
    
    8,077
    
    
    
    7,605
    
    
    
    7,410
    
    
    
    62,311
    
    
    
    102,972Other commitments
    
    
    205
    
    
    
    140
    
    
    
    142
    
    
    
    168
    
    
    
    
    
    
    
    
    
    
    
    655Total
    
    $
    17,546
    
    
    $
    10,318
    
    
    $
    8,745
    
    
    $
    8,257
    
    
    $
    7,824
    
    
    $
    63,195
    
    
    $
    115,885
   (4) ASSET SALE/LEASEBACK
  F-19




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##### Table of Contents



(5) ASSET IMPAIRMENT
    (6) PROPERTY AND EQUIPMENT
  Estimated UsefulApril 30, 2006
    
    
    April 24, 2005
    
    
    LivesBuilding
    
    $
    3,508
    
    
    $
    3,508
    
    
    20 yearsFurniture and Equipment
    
    
    28,278
    
    
    
    29,233
    
    
    3-7 yearsLeasehold improvements
    
    
    41,962
    
    
    
    44,656
    
    
    7-20 years73,748
    
    
    
    77,397Less: accumulated depreciation
    
    
    (54,122
    )
    
    
    (52,804
    )$
    19,626
    
    
    $
    24,593
  April 30, 2006
    
    
    April 24, 2005Continuing operations
    
    $
    19,368
    
    
    $
    23,772Discontinued operations
    
    
    258
    
    
    
    821$
    19,626
    
    
    $
    24,593
  F-20




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##### Table of Contents



(7) CAPITAL LEASES
  2007
    
    $
    1,4832008
    
    
    6272009
    
    
    5092010
    
    
    4772011
    
    
    414Thereafter
    
    
    884Total minimum lease payments
    
    
    4,394Less: amount representing interest at varying rates ranging from 5
percent to 16 percent
    
    
    (947
    )Present value of net minimum capital lease payments
    
    
    3,447Less: current portion of capital lease obligations
    
    
    (1,259
    )Present value of minimum capital lease obligations excluding
current portion
    
    $
    2,188
  Current
    
    
    Non-CurrentPortion
    
    
    PortionContinuing operations
    
    $
    380
    
    
    $
    1,963Discontinued operations
    
    
    879
    
    
    
    225Total
    
    $
    1,259
    
    
    $
    2,188
  (8) OPERATING LEASES
  2007
    
    $
    8,9742008
    
    
    8,5952009
    
    
    8,0772010
    
    
    7,6052011
    
    
    7,410Thereafter
    
    
    62,311Total minimum lease payments
    
    $
    102,972
 F-21




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##### Table of Contents



(9) LONG-TERM DEBT
  April 30, 2006
    
    
    April 24, 2005Non-Current
    
    
    Current
    
    
    Non-Current
    
    
    CurrentPortion
    
    
    Portion
    
    
    Portion
    
    
    PortionLong term debt:Unsecured note due to various
entities affiliated with CNL
bearing interest at 5%. Monthly
payments of $58 are due through
October 2007
    
    $
    43
    
    
    $
    659
    
    
    $
    702
    
    
    $
    627Other unsecured notes due to
various parties bearing interest
at 5%. Notes are due through 2009.
Current monthly payments are $40
    
    
    303
    
    
    
    526
    
    
    
    837
    
    
    
    505Total long term debt
    
    
    346
    
    
    
    1,185
    
    
    
    1,539
    
    
    
    1,132Less: debt from discontinued
operations
    
    
    (108
    )
    
    
    (219
    )
    
    
    (336
    )
    
    
    (214
    )Total long term debt from
continuing operations
    
    
    238
    
    
    
    966
    
    
    
    1,203
    
    
    
    918Notes payable to shareholders:Unsecured demand notes due to
Ayman Sabi (President and Chief
Executive Officer) bearing
interest at 10%
    
    
    
    
    
    
    220
    
    
    
    
    
    
    
    Secured note due to the Berjaya
Group (Cayman) Limited (majority
shareholder), bearing interest at
10%. Full payment is due upon
certain events, including a change
in control of the Company
(currently in default)
    
    
    
    
    
    
    4,011
    
    
    
    
    
    
    
    Total notes payable to shareholders
    
    
    
    
    
    
    4,231
    
    
    
    
    
    
    
    
 F-22




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##### Table of Contents



April 30, 2006
    
    
    April 24, 2005Non-Current
    
    
    Current
    
    
    Non-Current
    
    
    CurrentPortion
    
    
    Portion
    
    
    Portion
    
    
    PortionDue to related party:Unsecured note due to
Corsair Special
Situations Fund (a member
of the Companys Board of
Directors is affiliated
with the Corsair Special
Situations Fund) bearing
interest at 5%. Monthly
payments of $104 are due
through October 2007
    
    
    614
    
    
    
    1,184
    
    
    
    1,799
    
    
    
    1,127Total due to related party
    
    
    614
    
    
    
    1,184
    
    
    
    1,799
    
    
    
    1,127
   (10) STOCK OPTION PLANS
 th
 (11) SELF-FUNDED INSURANCE
  F-23




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##### Table of Contents



(12) INCOME TAXES
  April 30, 2006
    
    
    April 24, 2005
    
    
    April 25, 2004Current:Federal
    
    $
    0
    
    
    $
    45
    
    
    
    State
    
    
    29
    
    
    
    30
    
    
    
    (1
    )Total current
    
    
    29
    
    
    
    75
    
    
    
    (1
    )Deferred:Federal
    
    
    
    
    
    
    
    
    
    
    State
    
    
    
    
    
    
    
    
    
    
    Total deferred
    
    
    
    
    
    
    
    
    
    
    Total income tax expense (benefit)
    
    $
    29
    
    
    $
    75
    
    
    $
    (1
    )
   April 30, 2006
    
    
    April 24, 2005Deferred tax assets:Tax credit carryforwards
    
    $
    4,004
    
    
    $
    4,004NOL/capital loss carryforwards
    
    
    12,515
    
    
    
    9,988Insurance reserves
    
    
    
    
    
    
    241Property and equipment
    
    
    7,355
    
    
    
    5,697Reorganization expenses
    
    
    734
    
    
    
    734Deferred rent
    
    
    1,361
    
    
    
    1,335Other
    
    
    699
    
    
    
    684Less valuation allowance
    
    
    (26,668
    )
    
    
    (22,683
    )Net deferred taxes
    
    
    
    
    
    
    
   F-24




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##### Table of Contents



April 30, 2006
    
    April 24, 2005Income taxes at statutory rates
    
    
    34.0
    %
    
    
    34.0
    %State and local taxes, net of benefit
    
    
    3.3
    
    
    
    3.6Other items
    
    
    0.3
    
    
    
    (0.4
    )Permanent change in deferred tax valuation
    
    
    (37.3
    )
    
    
    (38.8
    )(0.3
    )%
    
    
    (1.6
    )%
  (13) CONCENTRATIONS OF BUSINESS AND CREDIT RISK
    (14) COMMITMENTS AND CONTINGENCIES
   F-25




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##### Table of Contents



(15) EMPLOYEE 401(k) PLAN AND SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
     (16) CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
   F-26




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##### Table of Contents



Roadhouse Grill Hong Kong
 Roadhouse Grill Asia.
  F-27




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##### Table of Contents



F-28




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##### Table of Contents



(17) NET LOSS PER COMMON SHARE (EPS)
  Fifty-three weeks endedApril 30, 2006Net Loss
    
    
    Shares
    
    
    AmountBASIC EPSNet loss available to common shareholders
from continuing operations
    
    $
    (8,914
    )
    
    
    29,220,663
    
    
    $
    (0.31
    )Net loss available to common shareholders
from discontinued operations
    
    
    (1,807
    )
    
    
    29,220,663
    
    
    
    (0.06
    )Net loss available to common shareholders
    
    $
    (10,721
    )
    
    
    29,220,663
    
    
    $
    (0.37
    )EFFECT OF DILUTIVE SECURITIESStock options
    
    
    
    
    
    
    
    
    
    
    DILUTED EPSNet loss available to common shareholders
from continuing operations
    
    $
    (8,914
    )
    
    
    29,220,663
    
    
    $
    (0.31
    )Net loss available to common shareholders
from discontinued operations
    
    
    (1,807
    )
    
    
    29,220,663
    
    
    
    (0.06
    )Net loss available to common shareholders
    
    $
    (10,721
    )
    
    
    29,220,663
    
    
    $
    (0.37
    )
  F-29




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##### Table of Contents



Fifty-two weeks endedApril 24, 2005Net Loss
    
    
    Shares
    
    
    AmountBASIC EPSNet loss available to common shareholders
from continuing operations
    
    $
    329
    
    
    
    29,220,663
    
    
    $
    0.01Net loss available to common shareholders
from discontinued operations
    
    
    (2,770
    )
    
    
    29,220,663
    
    
    
    (0.09
    )Net loss available to common shareholders
    
    $
    (2,441
    )
    
    
    29,220,663
    
    
    $
    (0.08
    )EFFECT OF DILUTIVE SECURITIESStock options
    
    
    
    
    
    
    
    
    
    
    DILUTED EPSNet loss available to common shareholders
from continuing operations
    
    $
    329
    
    
    
    29,220,663
    
    
    $
    0.01Net loss available to common shareholders
from discontinued operations
    
    
    (2,770
    )
    
    
    29,220,663
    
    
    
    (0.09
    )Net loss available to common shareholders
    
    $
    (2,441
    )
    
    
    29,220,663
    
    
    $
    (0.08
    )
  F-30




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##### Table of Contents



Fifty-two weeks ended
April 25, 2004Net Loss
    
    
    Shares
    
    
    AmountBASIC EPSNet loss available to common shareholders
from continuing operations
    
    $
    (4,308
    )
    
    
    29,220,663
    
    
    $
    (0.14
    )Net loss available to common shareholders
from discontinued operations
    
    
    (1,669
    )
    
    
    29,220,663
    
    
    
    (0.06
    )Net loss available to common shareholders
    
    $
    (5,977
    )
    
    
    29,220,663
    
    
    $
    (0.20
    )EFFECT OF DILUTIVE SECURITIESStock options
    
    
    
    
    
    
    
    
    
    
    DILUTED EPSNet loss available to common shareholders
from continuing operations
    
    $
    (4,308
    )
    
    
    29,220,663
    
    
    $
    (0.14
    )Net loss available to common shareholders
from discontinued operations
    
    
    (1,669
    )
    
    
    29,220,663
    
    
    
    (0.06
    )Net loss available to common shareholders
    
    $
    (5,977
    )
    
    
    29,220,663
    
    
    $
    (0.20
    )
  F-31




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##### Table of Contents



(18) QUARTERLY FINANCIAL DATA (UNAUDITED)
  1st QTR
    
    2nd QTR
    
    3rd QTR
    
    4th QTR
    
    Total Year2006:Continuing Operations:Total revenues
    
    $
    29,592
    
    
    $
    26,214
    
    
    $
    27,566
    
    
    $
    32,623
    
    
    $
    115,995Operating loss
    
    
    (1,311
    )
    
    
    (2,615
    )
    
    
    (2,417
    )
    
    
    (1,254
    )
    
    
    (7,597
    )Loss from continuing
operations
    
    
    (1,543
    )
    
    
    (2,933
    )
    
    
    (2,768
    )
    
    
    (1,670
    )
    
    
    (8,914
    )Discontinued
operations, net of tax:Loss from operations
    
    
    (487
    )
    
    
    (323
    )
    
    
    (165
    )
    
    
    (22
    )
    
    
    (997
    )Gain (loss) on disposal
    
    
    34
    
    
    
    (528
    )
    
    
    (256
    )
    
    
    (60
    )
    
    
    (810
    )Net loss
    
    
    (1,996
    )
    
    
    (3,784
    )
    
    
    (3,189
    )
    
    
    (1,752
    )
    
    
    (10,721
    )Basic and diluted net
loss per common share:Continuing operations
    
    
    (0.05
    )
    
    
    (0.10
    )
    
    
    (0.10
    )
    
    
    (0.06
    )
    
    
    (0.31
    )Discontinued operations
    
    
    (0.02
    )
    
    
    (0.03
    )
    
    
    (0.01
    )
    
    
    
    
    
    
    (0.06
    )Net loss
    
    
    (0.07
    )
    
    
    (0.13
    )
    
    
    (0.11
    )
    
    
    (0.06
    )
    
    
    (0.37
    )2005:Continuing Operations:Total revenues
    
    $
    30,412
    
    
    $
    28,220
    
    
    $
    28,874
    
    
    $
    32,767
    
    
    $
    120,273Operating loss
    
    
    (920
    )
    
    
    (1,382
    )
    
    
    (2,022
    )
    
    
    (802
    )
    
    
    (5,126
    )(Loss) income from
continuing operations
    
    
    (1,630
    )
    
    
    5,255
    
    
    
    (2,219
    )
    
    
    (1,077
    )
    
    
    329Discontinued
operations, net of tax:Loss from operations
    
    
    (574
    )
    
    
    (587
    )
    
    
    (659
    )
    
    
    (508
    )
    
    
    (2,328
    )Loss on disposal
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (441
    )
    
    
    (442
    )Net (loss) income
    
    
    (2,204
    )
    
    
    4,667
    
    
    
    (2,878
    )
    
    
    (2,026
    )
    
    
    (2,441
    )Basic and diluted net
loss per common share:Continuing operations
    
    
    (0.06
    )
    
    
    0.18
    
    
    
    (0.08
    )
    
    
    (0.03
    )
    
    
    0.01Discontinued operations
    
    
    (0.02
    )
    
    
    (0.02
    )
    
    
    (0.02
    )
    
    
    (0.03
    )
    
    
    (0.09
    )Net (loss) income
    
    
    (0.08
    )
    
    
    0.16
    
    
    
    (0.10
    )
    
    
    (0.06
    )
    
    
    (0.08
    )
 F-32




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(19) ADVANCE SALE OF FOOD AND BEVERAGE CREDITS
  (20) IMPACT OF 2004 HURRICANES
  (21) IMPACT OF 2005 HURRICANES
  F-33




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(22) LOANS FROM RELATED PARTIES
    (23) SEVERANCE AGREEMENTS AND SPECIAL INCENTIVE COMPENSATION PLAN
  F-34




---



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
    
    Special incentive compensation will be payable under the Plan in
the event of a Change of Control (as defined in the Plan) in a
transaction (Transaction) in which shareholders are being paid
consideration in return for their shares (whether such Transaction
is in the form of a sale of more than a majority of the Companys
outstanding shares, a merger of the Company with or into another
company in which the Companys existing shareholders receive cash
in exchange for their shares, or a sale of all or substantially
all of the Companys assets and a subsequent liquidation of the
Company in which the Companys shareholders receive a liquidating
distribution in return for their shares). Such special incentive
compensation shall be determined using the Transaction Value
(defined below) and multiplier as set forth in the Plan.
 
    
    For purposes of the Plan, the Transaction Value shall be
determined by multiplying the number of shares of common stock
outstanding (including shares issuable under currently outstanding
stock options) immediately prior to the Transaction giving rise to
the Change of Control by the net per-share price paid or to be
paid to the Companys shareholders in the Transaction (after
accounting for payments made under this Plan).
 (24) SUBSEQUENT EVENTS
 Agreement with Duffys
   F-35




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F-36




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Additional Borrowings
  F-37