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SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 (MARK ONE)þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended April 24, 2005ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For 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, FL 33069  (Address of Principal Executive Offices and Zip Code)
 Registrants telephone number, including area code (954) 957-2600
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredNONE
    
    NOT APPLICABLE
  
 þ o
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##### Table of Contents



ROADHOUSE GRILL, INC.
 FORM 10-K
FISCAL YEAR ENDED APRIL 24, 2005
 INDEX
 PagePART IItem 1.
    
    Business
    
    
    6Item 2.
    
    Properties
    
    
    22Item 3.
    
    Legal Proceedings
    
    
    22Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    22PART IIItem 5.
    
    Market for Registrants Common Equity and Related Stockholder Matters
    
    
    23Item 6.
    
    Selected Financial Data
    
    
    25Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    27Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    41Item 8.
    
    Financial Statements and Supplementary Data
    
    
    42Item 9.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    42Item 9A.
    
    Controls and Procedures
    
    
    42PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    43Item 11.
    
    Executive Compensation
    
    
    45Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    50Item 13.
    
    Certain Relationships and Related Transactions
    
    
    52Item 14.
    
    Principal Accountant Fees and Services
    
    
    53PART IVItem 15.
    
    Exhibits, Financial Statement Schedules and Reports on Form 8-K
    
    
    55SIGNATURESEmployee Severance Agreement - Ayman SabiAmended & Restated Retention & Severance Agreement - Michael BrantEmployee Severance Agreement - Kok Kay (Alain) LeeEmployee Severance Agreement - Mark RogersEmployee Severance Agreement - David FoulkeEmployee Severance Agreement - Dorothy BlalockEmployee Severance Agreement - Kenneth Fordik2005 Special Incentive Compensation PlanLoan AgreementLine of Credit Promissory NoteSecurity AgreementSection 302 CEO CertificationSection 302 CFO CertificationSection 906 CEO CertificationSection 906 CFO Certification
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FORWARD LOOKING STATEMENTS
   
    
    Our having sufficient working capital to meet our future operating and capital
requirements;
    
    Our ability to comply with the terms of our debt instruments, operating leases, capital
leases and 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 operate our business on a cash
flow positive and profitable basis;
    
    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;
    
    U. S. domestic economic conditions and the impact of international conflicts on domestic
economic conditions;
    
    The impact of seasonality on our business resulting from having 33 of our 67
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;
    
    The future relisting of our common stock on a recognized securities market and the
development of a market for our common stock;
    
    Our ability to develop our restaurant concept and business beyond our existing
configuration of restaurants, including the availability of financing to support future
growth, our ability to find suitable locations for new restaurants and the costs associated
with opening new restaurants; and
    
    To the extent that we decide to further franchise our restaurant concept, our ability to
locate suitable franchisees in markets which we do not serve (both nationally and
internationally) and the ability of those franchisees to develop, open and successfully
operate restaurants in those markets.
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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.
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
    
    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.


ENGAGEMENT OF INVESTMENT BANKING FIRM




SALE/LEASEBACK TRANSACTION




LOAN
FROM MAJORITY SHAREHOLDER




RISK FACTORS






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
    
    The efforts we make (including advertising and promotional programs) to increase our
sales, and the success or failure of those programs;
    
    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;
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
    
    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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COMPANY-OWNED RESTAURANT OPERATIONS
      Number ofLocation
    
    RestaurantsFlorida
    
    
    33Georgia
    
    
    9Ohio
    
    
    8New York
    
    
    6Mississippi
    
    
    3Louisiana
    
    
    2South Carolina
    
    
    2Alabama
    
    
    2North Carolina
    
    
    2Arkansas
    
    
    1Total
    
    
    68
  12




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Restaurant Personnel
     Purchasing
  13




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Hours of Operation
 Reporting and Financial Controls
     14




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16




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Expansion Strategy.
 Factors affecting development of Company-owned restaurants.
 17




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FRANCHISED AND LICENSED RESTAURANTS
   Number ofLocation
    
    RestaurantsItaly
    
    
    6Malaysia
    
    
    3Nevada
    
    
    1Ohio
    
    
    1Brasilia, Brazil
    
    
    1Total
    
    
    12
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Roadhouse Grill Italia S.R.L.
  Roadhouse Grill Hong Kong
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Roadhouse Grill Asia.
  Roadhouse Grill Brazil.
 Ohio franchisee.
 Roadhouse Operating
  20




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ITEM 2. PROPERTIES
     
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
    HIGH($)
    
    LOW($)FISCAL 2004First Quarter
    
    
    0.45
    
    
    
    0.15Second Quarter
    
    
    0.45
    
    
    
    0.10Third Quarter
    
    
    0.35
    
    
    
    0.10Fourth Quarter
    
    
    0.40
    
    
    
    0.10FISCAL 2005First Quarter
    
    
    0.35
    
    
    
    0.05Second Quarter
    
    
    0.16
    
    
    
    0.12Third Quarter
    
    
    0.20
    
    
    
    0.10Fourth Quarter
    
    
    0.45
    
    
    
    0.19FISCAL 2006First Quarter (to August 10, 2005)
    
    
    0.40
    
    
    
    0.14
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ITEM 6. SELECTED FINANCIAL DATA
  Fiscal
    
    Fiscal
    
    Fiscal
    
    Fiscal
    
    FiscalSTATEMENT OF OPERATIONS DATA:
    
    2005
    
    2004
    
    2003
    
    2002
    
    2001(dollars in thousands, except pershare data):Total revenues
    
    $
    129,207
    
    
    $
    139,380
    
    
    $
    140,924
    
    
    $
    158,982
    
    
    $
    168,055Cost of restaurant sales:Food and beverage
    
    
    46,082
    
    
    
    49,271
    
    
    
    47,439
    
    
    
    55,066
    
    
    
    59,112Labor and benefits
    
    
    41,829
    
    
    
    45,078
    
    
    
    47,860
    
    
    
    51,817
    
    
    
    54,059Occupancy and other
    
    
    34,010
    
    
    
    33,483
    
    
    
    34,567
    
    
    
    37,580
    
    
    
    39,269Pre-opening expenses
    
    
    
    
    
    
    120
    
    
    
    124
    
    
    
    477
    
    
    
    2,481Total cost of restaurant sales
    
    
    121,921
    
    
    
    127,952
    
    
    
    129,990
    
    
    
    144,940
    
    
    
    154,921Depreciation and amortization
    
    
    6,197
    
    
    
    7,078
    
    
    
    7,460
    
    
    
    8,991
    
    
    
    10,297General and administrative
expenses
    
    
    6,775
    
    
    
    6,506
    
    
    
    6,956
    
    
    
    9,106
    
    
    
    10,954Asset impairment
    
    
    1,768
    
    
    
    964
    
    
    
    5,854
    
    
    
    7,507
    
    
    
    3,066Restructuring charge
    
    
    
    
    
    
    (96
    )
    
    
    46
    
    
    
    5,086
    
    
    
    Reorganization expenses
    
    
    
    
    
    
    
    
    
    
    2,726
    
    
    
    876
    
    
    
    Total operating expenses
    
    
    136,661
    
    
    
    142,404
    
    
    

    153,032
    
    
    
    176,506
    
    
    
    179,238Operating loss
    
    
    (7,454
    )
    
    
    (3,024
    )
    
    
    (12,108
    )
    
    
    (17,524
    )
    
    
    (11,183
    )Other income (expense):Gain on extinguishment of debt
    
    
    7,102
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest expense, net
    
    
    (1,550
    )
    
    
    (3,236
    )
    
    
    (2,289
    )
    
    
    (3,810
    )
    
    
    (3,655
    )Other, net
    
    
    (464
    )
    
    
    282
    
    
    
    75
    
    
    
    (60
    )
    
    
    800Total other income (expense)
    
    
    5,088
    
    
    
    (2,954
    )
    
    
    (2,214
    )
    
    
    (3,870
    )
    
    
    (2,855
    )Loss before income taxes and
extraordinary gain
    
    
    (2,366
    )
    
    
    (5,978
    )
    
    
    (14,322
    )
    
    
    (21,394
    )
    
    
    (14,038
    )Income tax expense (benefit)
    
    
    75
    
    
    
    (1
    )
    
    
    (1,241
    )
    
    
    49
    
    
    
    1,818Loss before extraordinary gain
    
    
    (2,441
    )
    
    
    (5,977
    )
    
    
    (13,081
    )
    
    
    (21,443
    )
    
    
    (15,856
    )
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Fiscal
    
    Fiscal
    
    Fiscal
    
    Fiscal
    
    FiscalSTATEMENT OF OPERATIONS DATA:
    
    2005
    
    2004
    
    2003
    
    2002
    
    2001(dollars in thousands, except pershare data):Extraordinary gain
    
    
    
    
    
    
    
    
    
    
    1,838
    
    
    
    
    
    
    
    Net loss
    
    ($
    2,441
    )
    
    ($
    5,977
    )
    
    ($
    11,243
    )
    
    ($
    21,443
    )
    
    ($
    15,856
    )Basic net loss per
common share:Basic net loss per
common share
    
    ($
    0.08
    )
    
    ($
    0.20
    )
    
    ($
    0.56
    )
    
    ($
    2.21
    )
    
    ($
    1.63
    )Diluted net loss per
common share:Diluted net loss per
common share
    
    ($
    0.08
    )
    
    ($
    0.20
    )
    
    ($
    0.56
    )
    
    ($
    2.21
    )
    
    ($
    1.63
    )Weighted average common
shares outstanding
    
    
    29,220,663
    
    
    
    29,220,663
    
    
    
    20,000,744
    
    
    
    9,708,741
    
    
    
    9,708,741Weighted average
common shares and
share equivalents
outstanding assuming
dilution
    
    
    29,220,663
    
    
    
    29,220,663
    
    
    
    20,000,744
    
    
    
    9,708,741
    
    
    
    9,708,741
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Fiscal
    
    Fiscal
    
    Fiscal
    
    Fiscal
    
    FiscalBALANCE SHEET DATA:
    
    2005
    
    2004
    
    2003
    
    2002
    
    2001(dollars in thousands)Cash and cash equivalents
    
    $
    810
    
    
    $
    1,181
    
    
    $
    2,956
    
    
    $
    3,193
    
    
    $
    1,582Total current assets
    
    
    3,890
    
    
    
    3,804
    
    
    
    7,393
    
    
    
    7,618
    
    
    
    8,889Property and equipment

    
    
    24,593
    
    
    
    49,512
    
    
    
    60,024
    
    
    
    71,926
    
    
    
    87,204Total assets
    
    
    31,714
    
    
    
    57,314
    
    
    
    71,304
    
    
    
    83,354
    
    
    
    100,328Total current liabilities
    
    
    17,164
    
    
    
    17,856
    
    
    
    19,474
    
    
    
    10,888
    
    
    
    56,692Liabilities subject to
compromise  pre-petition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,757
    
    
    
    Liabilities subject to
compromise  GAP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,181
    
    
    
    Long-term debt, including
current portion *
    
    
    5,597
    
    
    
    32,666
    
    
    
    39,559
    
    
    
    
    
    
    
    42,179Obligations under capital
leases, including current
portion *
    
    
    4,600
    
    
    
    5,398
    
    
    
    6,714
    
    
    
    
    
    
    
    5,742Total liabilities
    
    
    29,328
    
    
    
    52,506
    
    
    
    60,519
    
    
    
    67,826
    
    
    
    63,357Total shareholders equity
    
    
    2,386
    
    
    
    4,808
    
    
    
    10,785
    
    
    
    15,528
    
    
    
    36,971
 
 *
    
    Note, 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. 
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 GENERAL
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ENGAGEMENT OF INVESTMENT BANKING FIRM
  SALE/LEASEBACK TRANSACTION
  LOAN FROM MAJORITY SHAREHOLDER
  IMPACT OF HURRICANES
  OVERVIEW
  27




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CRITICAL ACCOUNTING POLICIES
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RESULTS OF OPERATIONS
   Fiscal
    
    Fiscal
    
    Fiscal2005
    
    2004
    
    2003Total revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of restaurant sales:Food and beverage
    
    
    35.7
    
    
    
    35.4
    
    
    
    33.7Labor and benefits
    
    
    32.4
    
    
    
    32.3
    
    
    
    34.0Occupancy and other
    
    
    26.2
    
    
    
    24.0
    
    
    
    24.5Pre-opening expenses
    
    
    
    
    
    
    0.1
    
    
    
    Total cost of restaurant sales
    
    
    94.3
    
    
    
    91.8
    
    
    
    92.2Depreciation and amortization
    
    
    4.8
    
    
    
    5.1
    
    
    
    5.3General and administrative expenses
    
    
    5.2
    
    
    
    4.7
    
    
    
    5.0Asset impairment
    
    
    1.4
    
    
    
    0.7
    
    
    
    4.2Restructuring charge
    
    
    
    
    
    
    (0.1
    )
    
    
    Reorganization expenses
    
    
    
    
    
    
    
    
    
    
    1.9Total operating expenses
    
    
    105.7
    
    
    
    102.2
    
    
    
    108.6Operating loss
    
    
    (5.7
    )
    
    
    (2.2
    )
    
    
    (8.6
    )Other income (expense):(Loss) gain on sale/disposal of
fixed assets
    
    
    (0.4
    )
    
    
    0.2
    
    
    
    Gain on extinguishment of debt
    
    
    5.5
    
    
    
    
    
    
    
    Interest expense, net
    
    
    (1.2
    )
    
    
    (2.3
    )
    
    
    (1.6
    )Total other income (expense)
    
    
    3.9
    
    
    
    (2.1
    )
    
    
    (1.6
    )Loss before taxes and extraordinary gain
    
    
    (1.8
    )
    
    
    (4.3
    )
    
    
    (10.2
    )Income tax expense (benefit)
    
    
    0.1
    
    
    
    
    
    
    
    (0.9
    )Loss before extraordinary gain
    
    
    (1.9
    )
    
    
    (4.3
    )
    
    
    (9.3
    )Extraordinary gain
    
    
    
    
    
    
    
    
    
    
    1.3Net loss
    
    
    (1.9
    )%
    
    
    (4.3
    )%
    
    
    (8.0
    )%
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Fiscal
    
    Fiscal
    
    Fiscal2005
    
    2004
    
    2003Company-owned restaurants:Beginning of period
    
    
    69
    
    
    
    70
    
    
    
    73Opened
    
    
    
    
    
    
    1
    
    
    
    1Closed
    
    
    (1
    )
    
    
    (2
    )
    
    
    (4
    )End of period
    
    
    68
    
    
    
    69
    
    
    
    70Franchised and licensed
restaurants:Beginning of period
    
    
    11
    
    
    
    9
    
    
    
    8Opened
    
    
    1
    
    
    
    2
    
    
    
    3Closed
    
    
    
    
    
    
    
    
    
    
    (2
    )End of period
    
    
    12
    
    
    
    11
    
    
    
    9Total restaurants:Beginning of period
    
    
    80
    
    
    
    79
    
    
    
    81Opened
    
    
    1
    
    
    
    3
    
    
    
    4Closed
    
    
    (1
    )
    
    
    (2
    )
    
    
    (6
    )End of period
    
    
    80
    
    
    
    80
    
    
    
    79
 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
  31




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Food and beverage.
 Labor and benefits
 Occupancy and other
 Depreciation and amortization.
 General and administrative
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Asset impairment.
 (Loss) gain on sale/disposal of fixed assets.
 Gain on extinguishment of debt.
 Interest expense, net.
 Income taxes.
 FIFTY-TWO WEEKS ENDED APRIL 25, 2004 (FISCAL YEAR 2004) COMPARED TO THE FIFTY-TWO WEEKS ENDED
APRIL 27, 2003 (FISCAL YEAR 2003)
 Total revenues
 33




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Food and beverage.
 Labor and benefits
 Occupancy and other
 Pre-opening expenses.
 Depreciation and amortization.
 34




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General and administrative
 Reorganization expenses
 Asset impairment and restructuring charge
 Total other expense.
 Income tax benefit.
 Extraordinary gain
 OUTLOOK
  35




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Fiscal 2006 revenue
  Food and beverage costs
 Labor and benefits
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##### Table of Contents



Occupancy and other
 Pre-opening expenses
 Depreciation and amortization
 General and administrative expenses.
 Asset impairment.
 Interest expense, net.
 Income tax (benefit) expense
 LIQUIDITY AND CAPITAL RESOURCES
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2006
    
    2007
    
    2008
    
    2009
    
    2010
    
    Thereafter
    
    TotalLong term debt:Principal
    
    $
    2,259
    
    
    $
    2,375
    
    
    $
    939
    
    
    $
    17
    
    
    $
    7
    
    
    $
    
    
    
    $
    5,597Interest
    
    
    243
    
    
    
    128
    
    
    
    20
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    392Total
    
    
    2,502
    
    
    
    2,503
    
    
    
    959
    
    
    
    18
    
    
    
    7
    
    
    
    
    
    
    
    5,989Capital lease debt:Principal
    
    
    1,325
    
    
    
    1,124
    
    
    
    417
    
    
    
    340
    
    
    
    341
    
    
    
    1,053
    
    
    
    4,600Interest
    
    
    290
    
    
    
    230
    
    
    
    198
    
    
    
    168
    
    
    
    135
    
    
    
    222
    
    
    
    1,243Total
    
    
    1,615
    
    
    
    1,354
    
    
    
    615
    
    
    
    508
    
    
    
    476
    
    
    
    1,275
    
    
    
    5,843Operating leases
    
    
    11,043
    
    
    
    10,173
    
    
    
    9,636
    
    
    
    9,063
    
    
    
    8,525
    
    
    
    79,365
    
    
    
    127,805Other commitments
    
    
    517
    
    
    
    205
    
    
    
    140
    
    
    
    142
    
    
    
    168
    
    
    
    
    
    
    
    1,172Total
    
    $
    15,677
    
    
    $
    14,235
    
    
    $
    11,350
    
    
    $
    9,731
    
    
    $
    9,176
    
    
    $
    80,640
    
    
    $
    140,809
     38




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##### Table of Contents



SUMMARY OF CASH FLOWS
    39




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##### Table of Contents



CAPITAL EXPENDITURES
  SEASONALITY AND QUARTERLY RESULTS
   IMPACT OF INFLATION
   
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  40




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
  41




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 EXECUTIVE OFFICERS
  Name
    
    Age
    
    PositionAyman Sabi
    
    
    42
    
    
    President and Chief Executive OfficerMichael C. Brant
    
    
    42
    
    
    Executive Vice President of Finance and Chief Financial OfficerAlain K.K. Lee
    
    
    48
    
    
    Executive Vice President and Corporate SecretaryMark Rogers
    
    
    42
    
    
    Vice President of Operations
     42




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##### Table of Contents



DIRECTORS
  Name
    
    Age
    
    Director SinceAyman Sabi
    
    
    42
    
    
    February 1997Alain K.K. Lee
    
    
    48
    
    
    January 1998Ronald J. Buck
    
    
    42
    
    
    September 2002Nathan D. Benn
    
    
    43
    
    
    September 2002
    Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Ethics
  43




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##### Table of Contents



ITEM 11. EXECUTIVE COMPENSATION
 Summary Compensation Table
  ANNUAL COMPENSATIONNAME AND PRINCIPAL
    
    FISCAL
    
    
    
    
    
    OTHER ANNUAL
    
    ALL OTHERPOSITION
    
    YEAR
    
    SALARY
    
    COMPENSATION (1)
    
    COMPENSATION (2)Ayman Sabi,
    
    
    2005
    
    
    $
    228,977
    
    
    $
    87,078
    
    
    $
    143,898President and Chief
    
    
    2004
    
    
    
    235,547
    
    
    
    67,468
    
    
    
    23,555Executive Officer
    
    
    2003
    
    
    
    409,633
    
    
    
    67,642
    
    
    
    40,963Michael C. Brant,
    
    
    2005
    
    
    
    216,704
    
    
    
    
    
    
    
    151,668
    (5)Executive Vice
    
    
    2004
    
    
    
    224,049
    
    
    
    
    
    
    
    22,405President of Finance and
    
    
    2003
    
    
    
    105,712
    
    
    
    
    
    
    
    7,958Chief Financial Officer
(3)Alain K.K. Lee,
    
    
    2005
    
    
    
    138,885
    
    
    
    36,760
    
    
    
    13,889Executive Vice President
    
    
    2004
    
    
    
    135,288
    
    
    
    34,332
    
    
    
    13,529and Corporate Secretary
    
    
    2003
    
    
    
    129,492
    
    
    
    34,768
    
    
    
    12,949Mark Rogers,
    
    
    2005
    
    
    
    158,719
    
    
    
    
    
    
    
    Vice President of
    
    
    2004
    
    
    
    130,231
    
    
    
    
    
    
    
    Operations (4)
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    This amount represents rent and car lease payments made by us for Mr. Sabi and Mr. 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 Messrs. Sabi and Brant of $110,000 and $100,000, respectively, and
retention amounts described at (5) below.(3)
    
    Mr. Brant began his employment with us on October 8, 2002.(4)
    
    Mr. Rogers began his employment with us on June 30, 2003.(5)
    
    On March 29, 2005, the Company entered into a retention agreement (Agreement) with
Mr. Brant. Under the Agreement, in exchange for agreeing to continue to provide services
until at least September 30, 2005 and subject to the terms set forth in the Agreement, Mr.
Brant would receive a retention bonus equal to one years current base compensation and
paid in the manner set forth in the Agreement, including $18,180 paid in fiscal year 2005.
As discussed below, such Agreement was amended in August 2005. OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
  44




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##### Table of Contents



AGGREGATED OPTIONS / SAR GRANTS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTIONS / SAR
VALUES
 Number of Securities
    
    Value ofUnderlying
    
    UnexercisedShares
    
    
    
    
    
    Unexercised
    
    In-the-MoneyAcquired
    
    
    
    
    
    Options/SARs at
    
    Options/SARs atOn
    
    Value
    
    Fiscal Year-End(1)
    
    Fiscal Year-End(1)Exercise
    
    Realized
    
    Exercisable(E)
    
    Exercisable(E)(#)
    
    ($)
    
    Unexercisable(U)
    
    Unexercisable(U)Ayman Sabi
    
    
    
    
    
    
    
    
    
    
    E -133,333
    
    
    
    U-266,667
    
    
    
    E  -0-
    
    
    
    U  -0-Michael C. Brant
    
    
    
    
    
    
    
    
    
    
    E - 66,667
    
    
    
    U-133,333
    
    
    
    E  -0-
    
    
    
    U  -0-Alain K.K. Lee
    
    
    
    
    
    
    
    
    
    
    E - 66,667
    
    
    
    U-133,333
    
    
    
    E  -0-
    
    
    
    U  -0-Mark Rogers
    
    
    
    
    
    
    
    
    
    
    E - 58,333
    
    
    
    U-116,667
    
    
    
    E  -0-
    
    
    
    U  -0-
 
 (1)
    
    All Options awarded under the 2003 Stock Option Plan. Compensation of Directors
  2003 Stock Option Plan
     45




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##### Table of Contents



Severance Agreements
  
    
    Ayman Sabi, our CEO and one of our directors, will receive 18 months of salary
and certain benefits;
 46




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##### Table of Contents




    
    Alain Lee, one of our directors and executive officers, will receive 12 months of
salary and certain benefits; and
    
    Mark Rogers, our Vice President of Operations, will receive 12 months of salary
and certain benefits.
   Special Incentive Compensation Plan
  
    
    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:
 a.
    
    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;b.
    
    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;c.
    
    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;d.
    
    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; ande.
    
    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.
 
    
    For purposes of the Plan, the Transaction Value shall be determined by multiplying the
number of shares of our 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
 47




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##### Table of Contents



share price paid or to be paid to our shareholders in the Transaction (after accounting for
payments made under this Plan).
    
    The Compensation Committee has determined that our executive officers shall receive the
following participation in funds available under the Plan:
 a.
    
    Ayman Sabi  27 percentb.
    
    Michael C. Brant  17 percentc.
    
    Alain Lee  17 percentd.
    
    Mark Rogers  17 percent
  COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  48




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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 Security Ownership of Directors and Named Executive Officers
  TOTAL SHARESNAME OF BENEFICIAL OWNER (1)
    
    BENEFICIALLY OWNED (2)
    
    PERCENT OF CLASSAyman Sabi (3)
    
    
    2,781,228
    
    
    
    9.5
    %Alain K. K. Lee (4)
    
    
    
    
    
    
    Ronald J. Buck
    
    
    
    
    
    
    Nathan D. Benn
    
    
    
    
    
    
    Michael C. Brant
    
    
    
    
    
    
    Mark Rogers
    
    
    
    
    
    
    All executive
officers and
directors as a
group (six persons)
(3)
    
    
    2,781,228
    
    
    
    9.5
    %
 
 (1)
    
    Unless stated otherwise, the address of the 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 the Company shares 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)
    
    Mr. Lee disclaims any beneficial ownership over the shares of our common stock owned by
Berjaya. 49




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##### Table of Contents



Security Ownership of Principal Shareholders
  TOTAL SHARESNAME OF BENEFICIAL OWNER (1)
    
    BENEFICIALLY OWNED (2)
    
    PERCENT OF CLASSBerjaya Group (Cayman) Limited (3)
    
    
    19,440,786
    
    
    
    66.5
    %Tonto Capital Partners, GP (4)
    
    
    2,777,778
    
    
    
    9.5
    %
 
 (1)
    
    Unless stated otherwise, the address of the 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)
    
    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. 50




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##### Table of Contents



Equity Compensation Plan Information
  Number of securitiesremaining available forNumber of securities
    
    
    
    
    
    future issuance underto be issued upon
    
    Weighted-average
    
    equity compensationexercise of
    
    exercise price of
    
    plans (excludingoutstanding 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)
    
    
    1,305,000
    
    
    $
    0.36
    
    
    
    195,000Equity compensation
plans not approved
by security holders
    
    
    -0-
    
    
    
    N/A
    
    
    
    -0-Total
    
    
    1,305,000
    
    
    $
    0.36
    
    
    
    195,000
 
 (1)
    
    Under the Confirmed Plan of Reorganization, 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 (870,000 of which are currently
exercisable). Options for 90,000 shares were forfeited during fiscal year 2005 and 195,000
options remain issuable. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
   51




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  52




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53




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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 part of this Form 10-K.
 1.
    
    Consolidated Financial StatementsThe Consolidated Financial Statements are listed in the accompanying Index to Financial Statements on Page F-1.2.
    
    Financial Statement SchedulesFinancial Statement Schedules are listed in the accompanying Index to Financial Statements on Page F-1.3.
    
    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).
 54




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##### Table of Contents



Exhibit
    
    Description10.3
    
    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).10.6
    
    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).
 55




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##### Table of Contents



Exhibit
    
    Description10.18
    
    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*10.23
    
    Amended and Restated Retention and Severance Agreement between the Company and Michael C. Brant*10.24
    
    Employee Severance Agreement between the Company and Kok Kay (Alain) Lee*10.25
    
    Employee Severance Agreement between the Company and Mark Rogers*10.26
    
    Employee Severance Agreement between the Company and David Foulke*10.27
    
    Employee Severance Agreement between the Company and Dorothy Blalock*10.28
    
    Employee Severance Agreement between the Company and Kenneth Fordik*10.29
    
    Roadhouse Grill, Inc. 2005 Special Incentive Compensation Plan*10.30
    
    Loan Agreement, dated as of
August 10, 2005, between Berjaya Group (Cayman) Limited and the Company*10.31
    
    Line of Credit Promissory Note made by the Company in favor of Berjaya Group (Cayman) Limited*10.32
    
    Security Agreement between Berjaya Group (Cayman) Limited and the Company*21.1
    
    Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Companys
Annual Report on Form 10-K for the fiscal year ended April 30, 2000).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. 56




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##### Table of Contents



(b)
    
    REPORTS ON FORM 8-K:On April 6, 2005 we filed a Form 8-K under Item 2 reporting that the Company had entered into
a retention agreement with Michael C. Brant.
 57




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##### Table of Contents



SIGNATURES
  ROADHOUSE GRILL, INC.By:
    
    /s/ Michael C. BrantMichael C. BrantExecutive Vice President of Financeand Chief Financial Officer
  Name
    
    Capacity
    
    Date/s/ Ayman A. Sabi
    
    President, Chief ExecutiveAyman
A. Sabi
    
    Officer (Principal Executive
    
    August 12, 2005Officer), and Director/s/ Michael C. Brant
    
    Executive Vice President of FinanceMichael C. Brant
    
    and Chief Financial Officer
    
    August 12, 2005(Principal Financial Officer)/s/ Alain K. K. Lee
    
    Executive Vice President,Alain K. K. Lee
    
    Corporate Secretary, and
    
    August 12, 2005Director/s/ Nathan D. BennNathan D. Benn
    
    Director
    
    August 12, 2005/s/ Ronald J. BuckRonald J. Buck
    
    Director
    
    August 12, 2005
 58




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##### Table of Contents



INDEX TO FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    F-1Consolidated Balance Sheets as of April 24, 2005 and April 25, 2004
    
    F-2Consolidated Statements of Operations for the Fifty-Two Weeks Ended April 24, 2005, April 25, 2004, and April 27, 2003
    
    F-3Consolidated Statements of Shareholders Equity for the Fifty-Two Weeks Ended April 24, 2005, April 25, 2004, and April 27, 2003
    
    F-5Consolidated Statements of Cash Flows for the Fifty-Two Weeks Ended April 24, 2005, April 25, 2004, and April 27, 2003
    
    F-6Notes to Consolidated Financial Statements
    
    F-7
 59




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F-1




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##### Table of Contents



April 24, 2005
    
    April 25, 2004AssetsCurrent assets:Cash and cash equivalents
    
    $
    810
    
    
    $
    1,181Accounts receivable, net of allowance for doubtful accounts
of $205 and $178 at April 24, 2005 and April 25, 2004, respectively
    
    
    970
    
    
    
    257Income tax receivable
    
    
    
    
    
    
    69Inventory
    
    
    1,048
    
    
    
    1,024Prepaid expenses
    
    
    1,062
    
    
    
    1,273Total current assets
    
    
    3,890
    
    
    
    3,804Property & equipment, net of accumulated depreciation of $52,804
and $54,221 at April 24, 2005 and April 25, 2004, respectively
    
    
    24,593
    
    
    
    49,512Asset held for sale
    
    
    465
    
    
    
    800Intangible assets, net of accumulated amortization of $861
and $816 at April 24, 2005 and April 25, 2004, respectively
    
    
    1,801
    
    
    
    1,846Other assets
    
    
    965
    
    
    
    1,352Total assets
    
    $
    31,714
    
    
    $
    57,314Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    5,443
    
    
    $
    4,557Accrued expenses
    
    
    6,093
    
    
    
    6,710Restructuring accrual
    
    
    
    
    
    
    159Unearned revenue
    
    
    2,044
    
    
    
    863Current portion of long-term debt
    
    
    2,259
    
    
    
    4,448Current portion of capital lease obligations
    
    
    1,325
    
    
    
    1,119Total current liabilities
    
    
    17,164
    
    
    
    17,856Long-term debt
    
    
    3,338
    
    
    
    28,218Capital lease obligations
    
    
    3,275
    
    
    
    4,279Long term portion of unearned revenue
    
    
    2,207
    
    
    
    225Non-current deferred rent
    
    
    3,344
    
    
    
    1,928Total liabilities
    
    
    29,328
    
    
    
    52,506Shareholders equity:Common stock $0.03 par value. Authorized 35,000,000
shares; issued and outstanding 29,220,663 shares
    
    
    877
    
    
    
    877Additional paid-in capital
    
    
    55,972
    
    
    
    55,953Accumulated deficit
    
    
    (54,463
    )
    
    
    (52,022
    )Total shareholders equity
    
    
    2,386
    
    
    
    4,808Total liabilities and shareholders equity
    
    $
    31,714
    
    
    $
    57,314
  F-2




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##### Table of Contents



April 24, 2005
    
    April 25, 2004
    
    April 27, 2003Total revenues
    
    $
    129,207
    
    
    $
    139,380
    
    
    $
    140,924Restaurant operating expenses:Cost of restaurant sales:Food and beverage
    
    
    46,082
    
    
    
    49,271
    
    
    
    47,439Labor and benefits
    
    
    41,829
    
    
    
    45,078
    
    
    
    47,860Occupancy and other
    
    
    34,010
    
    
    
    33,483
    
    
    
    34,567Pre-opening expenses
    
    
    
    
    
    
    120
    
    
    
    124Total cost of restaurant sales
    
    
    121,921
    
    
    
    127,952
    
    
    
    129,990Depreciation and amortization
    
    
    6,197
    
    
    
    7,078
    
    
    
    7,460General and administrative expenses
    
    
    6,775
    
    
    
    6,506
    
    
    
    6,956Asset impairment
    
    
    1,768
    
    
    
    964
    
    
    
    5,854Restructuring charge
    
    
    
    
    
    
    (96
    )
    
    
    46Reorganization expenses
    
    
    
    
    
    
    
    
    
    
    2,726Total operating expenses
    
    
    136,661
    
    
    
    142,404
    
    
    
    153,032Operating loss
    

    
    (7,454
    )
    
    
    (3,024
    )
    
    
    (12,108
    )Other income (expense) :(Loss) gain on sale/disposal of fixed assets
    
    
    (464
    )
    
    
    282
    
    
    
    75Gain on extinguishment of debt
    
    
    7,102
    
    
    
    
    
    
    
    Interest expense, net
    
    
    (1,550
    )
    
    
    (3,236
    )
    
    
    (2,289
    )Total other income (expense)
    
    
    5,088
    
    
    
    (2,954
    )
    
    
    (2,214
    )Loss before income taxes and
extraordinary gain
    
    
    (2,366
    )
    
    
    (5,978
    )
    
    
    (14,322
    )Income tax expense (benefit)
    
    
    75
    
    
    
    (1
    )
    
    
    (1,241
    )Loss before extraordinary gain
    
    
    (2,441
    )
    
    
    (5,977
    )
    
    
    (13,081
    )Extraordinary gain
    
    
    
    
    
    
    
    
    
    
    1,838Net loss
    
    $
    (2,441
    )
    
    $
    (5,977
    )
    
    $
    (11,243
    )
 F-3




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##### Table of Contents



April 24, 2005
    
    April 25, 2004
    
    April 27, 2003Basic earnings per share:Loss before extraordinary gain
    
    $
    (0.08
    )
    
    $
    (0.20
    )
    
    $
    (0.65
    )Extraordinary gain
    
    $
    
    
    
    $
    
    
    
    $
    0.09Net loss
    
    $
    (0.08
    )
    
    $
    (0.20
    )
    
    $
    (0.56
    )Diluted earnings per share:Loss before extraordinary gain
    
    $
    (0.08
    )
    
    $
    (0.20
    )
    
    $
    (0.65
    )Extraordinary gain
    
    $
    
    
    
    $
    
    
    
    $
    0.09Net loss
    
    $
    (0.08
    )
    
    $
    (0.20
    )
    
    $
    (0.56
    )Weighted average common shares
and share equivalents
outstanding-assuming dilution
    
    
    29,220,663
    
    
    
    29,220,663
    
    
    
    20,000,744
  F-4




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##### Table of Contents



Common Stock
    
    Additional Paid-in
    
    AccumulatedShares
    
    Amount
    
    Capital
    
    Deficit
    
    TotalBalance April 28, 2002
    
    
    9,708,741
    
    
    $
    291
    
    
    $
    50,039
    
    
    $
    (34,802
    )
    
    $
    15,528Issuance of additional shares
    
    
    19,511,922
    
    
    
    586
    
    
    
    5,914
    
    
    
    
    
    
    
    6,500Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,243
    )
    
    
    (11,243
    )Balance 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
    )
    
    $
    2,386
  F-5




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##### Table of Contents



April 24,
    
    April 25,
    
    April 27,2005
    
    2004
    
    2003Cash flows from operating activities:Net loss
    
    $
    (2,441
    )
    
    $
    (5,977
    )
    
    $
    (11,243
    )Adjustments to reconcile net loss to
net cash provided by operating
activities:Depreciation and amortization
    
    
    6,197
    
    
    
    7,078
    
    
    
    7,460Asset impairment
    
    
    1,768
    
    
    
    964
    
    
    
    5,854Cash used for reorganization items
    
    
    (6
    )
    
    
    (179
    )
    
    
    (2,519
    )Restructuring charge
    
    
    
    
    
    
    (96
    )
    
    
    46Reorganization expenses
    
    
    
    
    
    
    
    
    
    
    2,726Stock option expense
    
    
    19
    
    
    
    
    
    
    
    Forgiveness of debt due to reorganization
    
    
    
    
    
    
    
    
    
    
    (1,838
    )Net loss on sale/disposal of assets
    
    
    464
    
    
    
    (282
    )
    
    
    (75
    )Gain on extinguishment of debt
    
    
    (7,102
    )
    
    
    
    
    
    
    Provision for bad debt
    
    
    27
    
    
    
    14
    
    
    
    6Changes in assets and liabilities:(Increase) decrease in accounts receivable
    
    
    (713
    )
    
    
    66
    
    
    
    343Decrease (increase) in income tax receivable
    

    
    69
    
    
    
    672
    
    
    
    (864
    )(Increase) decrease in inventory
    
    
    (24
    )
    
    
    139
    
    
    
    142Decrease in prepaid expenses
    
    
    211
    
    
    
    463
    
    
    
    394(Increase) decrease in other assets
    
    
    (139
    )
    
    
    (248
    )
    
    
    506Increase in accounts payable
    
    
    886
    
    
    
    1,031
    
    
    
    682Decrease in restructuring accrual
    
    
    (126
    )
    
    
    (82
    )
    
    
    (874
    )Increase (decrease) in unearned revenue
    
    
    1,545
    
    
    
    693
    
    
    
    (30
    )Increase (decrease) in accrued expenses
    
    
    774
    
    
    
    (473
    )
    
    
    454Net cash provided by operating activities
    
    
    1,409
    
    
    
    3,783
    
    
    
    1,170Cash flows from investing activities:Proceeds from sales of property and equipment
    
    
    20,575
    
    
    
    4,502
    
    
    
    782Purchases of property and equipment
    
    
    (904
    )
    
    
    (1,570
    )
    
    
    (2,194
    )Net cash provided by (used in)
investing activities
    
    
    19,671
    
    
    
    2,932
    
    
    
    (1,412
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    
    
    
    
    
    
    
    
    5,000Repayment of long-term debt
    
    
    (19,539
    )
    
    
    (7,174
    )
    
    
    (4,113
    )Payments on capital lease obligations
    
    
    (1,912
    )
    
    
    (1,316
    )
    
    
    (882
    )Net cash (used in) provided by
financing activities
    
    
    (21,451
    )
    
    
    (8,490
    )
    
    
    5Decrease in cash and cash equivalents
    
    
    (371
    )
    
    
    (1,775
    )
    
    
    (237
    )Cash and cash equivalents at beginning of year
    
    
    1,181
    
    
    
    2,956
    
    
    
    3,193Cash and cash equivalents at end of year
    
    $
    810
    
    
    $
    1,181
    
    
    $
    2,956Supplementary disclosures:Interest paid
    
    $
    1,483
    
    
    $
    3,219
    
    
    $
    1,994Income taxes paid
    
    $
    13
    
    
    $
    29
    
    
    $
    50
  F-6




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##### Table of Contents



ROADHOUSE GRILL, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 24, 2005, APRIL 25, 2004 AND APRIL 27, 2003
 (1) BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
      F-7




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##### Table of Contents



(2) COMPLETED PROCEEDINGS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
     (3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   F-8




---



##### Table of Contents



F-9




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##### Table of Contents



F-10




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##### Table of Contents



F-11




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##### Table of Contents



F-12




---



##### Table of Contents



th
 F-13




---



##### Table of Contents



Fiscal Year Ended
    
    Fiscal Year EndedApril 24, 2005
    
    April 25, 2004Net loss, as reported
    
    $
    (2,441
    )
    
    $
    (5,977
    )Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards
    
    
    
    
    
    
    56Pro forma net loss
    
    $
    (2,441
    )
    
    $
    (6,033
    )Earnings per share:Basic, as reported
    
    $
    (0.08
    )
    
    $
    (0.20
    )Basic, pro forma
    
    $
    (0.08
    )
    
    $
    (0.20
    )Diluted, as reported
    
    $
    (0.08
    )
    
    $
    (0.20
    )Diluted, pro forma
    
    $
    (0.08
    )
    
    $
    (0.20
    )
  F-14




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##### Table of Contents



Number of
    
    Weighted AverageShares
    
    Exercise PriceBalance at April 28, 2002
    
    
    521,099
    
    
    $
    4.61Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (11,166
    )
    
    
    6.58Expired
    
    
    
    
    
    
    Cancelled per the Confirmed Plan
    
    
    (509,933
    )
    
    
    4.56Balance 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
    
    
    $
    0.36
    F-15




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##### Table of Contents



(4) LIQUIDITY
       F-16




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##### Table of Contents



2006
    
    2007
    
    2008
    
    2009
    
    2010
    
    Thereafter
    
    TotalLong term debt:Principal
    
    $
    2,259
    
    
    $
    2,375
    
    
    $
    939
    
    
    $
    17
    
    
    $
    7
    
    
    $
    
    
    
    $
    5,597Interest
    
    
    243
    
    
    
    128
    
    
    
    20
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    392Total
    
    
    2,502
    
    
    
    2,503
    
    
    
    959
    
    
    
    18
    
    
    
    7
    
    
    
    
    
    
    
    5,989Capital lease debt:Principal
    
    
    1,325
    
    
    
    1,124
    
    
    
    417
    
    
    
    340
    
    
    
    341
    
    
    
    1,053
    
    
    
    4,600Interest
    
    
    290
    
    
    
    230
    
    
    
    198
    
    
    
    168
    
    
    
    135
    
    
    
    222

    
    
    
    1,243Total
    
    
    1,615
    
    
    
    1,354
    
    
    
    615
    
    
    
    508
    
    
    
    476
    
    
    
    1,275
    
    
    
    5,843Operating leases
    
    
    11,043
    
    
    
    10,173
    
    
    
    9,636
    
    
    
    9,063
    
    
    
    8,525
    
    
    
    79,365
    
    
    
    127,805Other commitments
    
    
    517
    
    
    
    205
    
    
    
    140
    
    
    
    142
    
    
    
    168
    
    
    
    
    
    
    
    1,172Total
    
    $
    15,677
    
    
    $
    14,235
    
    
    $
    11,350
    
    
    $
    9,731
    
    
    $
    9,176
    
    
    $
    80,640
    
    
    $
    140,809
  F-17




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##### Table of Contents



(5) ASSET SALE/LEASEBACK
  (6) ASSET IMPAIRMENT AND RESTRUCTURING CHARGES
    F-18




---



##### Table of Contents



(7) PROPERTY AND EQUIPMENT
  EstimatedApril 24, 2005
    
    April 25, 2004
    
    Useful LivesBuilding
    
    $
    3,508
    
    
    $
    17,553
    
    
    20 yearsLand
    
    
    
    
    
    
    10,206Furniture and equipment
    
    
    29,233
    
    
    
    27,170
    
    
    3-7 yearsLeasehold improvements
    
    
    44,656
    
    
    
    48,804
    
    
    7-20 years77,397
    
    
    
    103,733Less: accumulated depreciation
    
    
    (52,804
    )
    
    
    (54,221
    )$
    24,593
    
    
    $
    49,512
   (8) CAPITAL LEASES
  2006
    
    $
    1,6152007
    
    
    1,3542008
    
    
    6152009
    
    
    5082010
    
    
    476Thereafter
    
    
    1,275Total minimum lease payments
    
    
    5,843Less: amount representing interest at varying rates ranging from 5 percent to 16 percent
    
    
    (1,243
    )Present value of net minimum capital lease payments
    
    
    4,600Less: current portion of capital lease obligations
    
    
    1,325Present value of minimum capital lease obligations excluding current portion
    
    $
    3,275
 F-19




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##### Table of Contents



(9) OPERATING LEASES
  2006
    
    $
    11,0432007
    
    
    10,1732008
    
    
    9,6362009
    
    
    9,0632010
    
    
    8,525Thereafter
    
    
    79,365Total minimum lease payments
    
    $
    127,805
    F-20




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##### Table of Contents



(10) LONG-TERM DEBT
  April 24, 2005
    
    April 25, 2004Non-current
    
    Current
    
    Non-current
    
    CurrentPortion
    
    Portion
    
    Portion
    
    PortionUnsecured note due various entities affiliated with
CNL bearing interest at 5%. Monthly payments of
$58 are due through October 2007.
    
    $
    702
    
    
    $
    627
    
    
    $
    1,328
    
    
    $
    597Unsecured note due 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.
    
    
    1,799
    
    
    
    1,127
    
    
    
    2,926
    
    
    
    1,072Other unsecured notes due various parties
bearing interest at 5%. Notes are due through 2009.
Current monthly payments are $40.
    
    
    837
    
    
    
    505
    
    
    
    1,513
    
    
    
    591Secured note due Finova Capital Corporation bearing
interest at 9%. Monthly payments of $274 were based
on an 11-year amortization with a balloon payment
due after eight years in October 2010. Note was secured
by various inventory, trademarks, property and
equipment.
    
    
    
    
    
    
    
    
    
    
    18,437
    
    
    
    1,542Secured note due Finova Capital Corporation bearing
interest at 5%. Monthly payments of $65 were due
through October 2010. Note was secured by various
property and equipment.
    
    
    
    
    
    
    
    
    
    
    3,292
    
    
    
    510Secured note due U.S. Mortgage LLC bearing interest
at LIBOR plus 1.75%. Monthly payments of
approximately $13 were due through 2010 on this note.
Note was collateralized by one property.
    
    
    
    
    
    
    
    
    
    
    722
    
    
    
    136Total long-term debt
    
    $
    3,338
    
    
    $
    2,259
    
    
    $
    28,218
    
    
    $
    4,448
  F-21




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##### Table of Contents



(11) STOCK OPTION PLANS
 th
 (12) SELF-FUNDED INSURANCE
  F-22




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##### Table of Contents



(13) INCOME TAXES
  April 24, 2005
    
    April 25, 2004
    
    April 27, 2003Current:Federal
    
    $
    45
    
    
    $
    
    
    
    $
    (1,327
    )State
    
    
    30
    
    
    
    (1
    )
    
    
    86Total current
    
    
    75
    
    
    
    (1
    )
    
    
    (1,241
    )Deferred:Federal
    
    
    
    
    
    
    
    
    
    
    State
    
    
    
    
    
    
    
    
    
    
    Total deferred
    
    
    
    
    
    
    
    
    
    
    Total income tax
expense (benefit)
    
    $
    75
    
    
    $
    (1
    )
    
    $
    (1,241
    )
   April 24, 2005
    
    April 25, 2004Deferred tax assets:Tax credit carryforwards
    
    $
    4,004
    
    
    $
    3,960NOL/capital loss carryforwards
    
    
    9,988
    
    
    
    11,865Insurance reserves
    
    
    241
    
    
    
    254Property and equipment
    
    
    5,697
    
    
    
    4,289Restructuring reserves
    
    
    
    
    
    
    60Reorganization expenses
    
    
    734
    
    
    
    2Deferred rent
    
    
    1,335
    
    
    
    772Other
    
    
    684
    
    
    
    562Less valuation allowance
    
    
    (22,683
    )
    
    
    (21,764
    )Net deferred taxes
    
    $
    
    
    
    $
    
  F-23




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##### Table of Contents



April 25, 2004
    
    April 25, 2004Income taxes at statutory rates
    
    
    (34.0
    )%
    
    
    (34.0
    )%State and local taxes, net of benefit
    
    
    (3.6
    )
    
    
    (3.6
    )FICA tip tax credit
    
    
    
    
    
    
    (10.7
    )Other items
    
    
    0.4
    
    
    
    (2.3
    )Permanent differences
    
    
    1.6
    
    
    
    0.1Change in valuation allowance
    
    
    38.8
    
    
    
    50.53.2
    %
    
    
    
    %
 (14) CONCENTRATIONS OF BUSINESS AND CREDIT RISK
    F-24




---



##### Table of Contents



(15) COMMITMENTS AND CONTINGENCIES
       (16) EMPLOYEE 401(k) PLAN AND SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
    F-25




---



##### Table of Contents



(17) CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
   Roadhouse Grill Hong Kong
 Roadhouse Grill Asia.
 F-26




---



##### Table of Contents



F-27




---



##### Table of Contents



(18) NET LOSS PER COMMON SHARE (EPS)
  Fifty-two Weeks Ended April 24, 2005Net Loss
    
    Shares
    
    AmountBASIC EPSNet loss available to common shareholders
    
    $
    (2,441
    )
    
    
    29,220,663
    
    
    $
    (0.08
    )EFFECT OF DILUTIVE SECURITIESStock options
    
    
    
    
    
    
    
    
    
    
    DILUTED EPS
    
    $
    (2,441
    )
    
    
    29,220,663
    
    
    $
    (0.08
    )
  F-28




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##### Table of Contents



Fifty-two Weeks Ended April 25, 2004Net Loss
    
    Shares
    
    AmountBASIC EPSNet loss available to common shareholders
    
    $
    (5,977
    )
    
    
    29,220,663
    
    
    $
    (0.20
    )EFFECT OF DILUTIVE SECURITIESStock options
    
    
    
    
    
    
    
    
    
    
    DILUTED EPS
    
    $
    (5,977
    )
    
    
    29,220,663
    
    
    $
    (0.20
    )
  Fifty-two Weeks Ended April 27, 2003Net Loss
    
    Shares
    
    AmountBASIC EPSNet loss available to common shareholders
    
    $
    (11,243
    )
    
    
    20,000,744
    
    
    $
    (0.56
    )EFFECT OF DILUTIVE SECURITIESStock options
    
    
    
    
    
    
    
    
    
    
    DILUTED EPS
    
    $
    (11,243
    )
    
    
    20,000,744
    
    
    $
    (0.56
    )
  F-29




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##### Table of Contents



(19) QUARTERLY FINANCIAL DATA (UNAUDITED)
  1ST
    
    2ND
    
    3RD
    
    4TH
    
    TOTALQTR
    
    QTR
    
    QTR
    
    QTR
    
    YEAR2005:Total revenues
    
    $
    32,871
    
    
    $
    30,409
    
    
    $
    30,978
    
    
    $
    34,949
    
    
    $
    129,207Operating loss
    
    
    (1,494
    )
    
    
    (1,969
    )
    
    
    (2,681
    )
    
    
    (1,310
    )
    
    
    (7,454
    )Net (loss) income
    
    
    (2,204
    )
    
    
    4,667
    
    
    
    (2,878
    )
    
    
    (2,026
    )
    
    
    (2,441
    )Basic net (loss) income per common share
    
    
    (0.08
    )
    
    
    0.16
    
    
    
    (0.10
    )
    
    
    (0.06
    )
    
    
    (0.08
    )Diluted net (loss) income per common share
    
    
    (0.08
    )
    
    
    0.16
    
    
    
    (0.10
    )
    
    
    (0.06
    )
    
    
    (0.08
    )2004:Total revenues
    
    $
    36,225
    
    
    $
    33,395
    
    
    $
    32,950
    
    
    $
    36,810
    
    
    $
    139,380Operating loss
    
    
    (223
    )
    
    
    (1,100
    )
    
    
    (789
    )
    
    
    (912
    )
    
    
    (3,024
    )Net loss
    
    
    (1,072
    )
    
    
    (1,877
    )
    
    
    (1,594
    )
    
    
    (1,434
    )
    
    
    (5,977
    )Basic net loss per common share
    
    
    (0.04
    )
    
    
    (0.06
    )
    
    
    (0.05
    )
    
    
    (0.05
    )
    
    
    (0.20
    )Diluted net loss
per common share
    
    
    (0.04
    )
    
    
    (0.06
    )
    
    
    (0.05
    )
    
    
    (0.05
    )
    
    
    (0.20
    )
 (20) ADVANCE SALE OF FOOD AND BEVERAGE CREDITS
  (21) IMPACT OF HURRICANES
  F-30




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##### Table of Contents



(22) SUBSEQUENT EVENTS
  
 F-31




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description10.22
    
    Employee Severance Agreement between the Company and Ayman Sabi10.23
    
    Amended and Restated Retention and Severance Agreement between
the Company and Michael C. Brant10.24
    
    Employee Severance Agreement between the Company and Kok Kay
(Alain) Lee10.25
    
    Employee Severance Agreement between the Company and Mark
Rogers10.26
    
    Employee Severance Agreement between the Company and David
Foulke10.27
    
    Employee Severance Agreement between the Company and Dorothy
Blalock10.28
    
    Employee Severance Agreement between the Company and Kenneth
Fordik10.29
    
    Roadhouse Grill, Inc. 2005 Special Incentive Compensation Plan10.30
    
    Loan Agreement, dated as of
August 10, 2005, between Berjaya Group (Cayman) Limited and the Company10.31
    
    Line of Credit Promissory Note made by the Company in favor of Berjaya Group (Cayman) Limited10.32
    
    Security Agreement between Berjaya Group (Cayman) Limited and the Company31.1
    
    Certification of Chief Executive Officer under Section 302 of
Sarbanes  Oxley31.2
    
    Certification of Chief Financial Officer under Section 302 of
Sarbanes  Oxley32.1
    
    Certification of Chief Executive Officer under Section 906 of
Sarbanes  Oxley32.2
    
    Certification of Chief Financial Officer under Section 906 of
Sarbanes  Oxley
 F-32