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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal quarter ended March 30, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 (I.R.S. Employer Identification No.)
incorporation or organization)
6600 North Andrews Avenue, Suite 160, Ft. Lauderdale, Florida 33309
(Address of principal executive offices and zip code)
Registrant's telephone number (954)489-9699
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
The number of shares of the registrant's common stock outstanding as
of April 14, 1997 was 9,305,408.
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ROADHOUSE GRILL, INC.
FORM 10-Q
FIRCAL QUARTER ENDED MARCH 30, 1997
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Page No.
--------
<S> <C>
Item 1. Financial Statements:
Balance Sheets as of March 30, 1997 (unaudited) and
December 29, 1996 ............................................ 3
Statements of Operations for the Fiscal Quarters Ended
March 30, 1997 and March 31, 1996 (unaudited) ................ 4
Statement of Changes in Shareholders' Equity for the Quarter Ended
March 30, 1997 (unaudited) ................................... 5
Statements of Cash Flows for the Fiscal Quarters Ended
March 30, 1997 and March 31, 1996 (unaudited) ................ 6
Notes to Financial Statements .................................... 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations .................................... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................................. 10
Item 6. Exhibits and Reports on Form 8-K................................... 10
Signatures ......................................................................... 11
Exhibit Index ...................................................................... 12
</TABLE>
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ROADHOUSE GRILL, INC.
BALANCE SHEETS
March 30, 1997 and December 29, 1996
<TABLE>
<CAPTION>
March 30, December 29,
1997 1996
------------- ------------
Assets (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents .................................. $ 1,727,376 $ 6,257,157
Accounts receivable ........................................ 157,791 196,542
Inventory .................................................. 784,737 814,225
Current portion of note receivable ......................... 75,905 76,634
Pre-opening costs, net ..................................... 1,253,735 1,508,310
Prepaid expenses ........................................... 508,526 577,883
------------ ------------
Total current assets .................................... 4,508,070 9,430,751
Note receivable .............................................. 200,679 218,539
Property, plant & equipment, net ............................. 57,651,740 54,129,230
Intangible assets, net of accumulated amortization of $110,975
and $92,270 at March 30, 1997 and December 29, 1996
respectively ............................................... 868,638 877,260
Other assets ................................................. 2,805,184 1,479,718
Investment in and advances to affiliates ..................... 1,179,027 1,199,382
------------ ------------
Total assets ........................................... $ 67,213,338 $ 67,344,880
============ ============
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable ........................................... $ 3,887,385 $ 5,246,738
Accrued expenses ........................................... 3,815,608 3,059,142
Due to related parties ..................................... 5,000,000 5,000,000
Current portion of long term debt .......................... 972,774 1,452,935
Current portion of capitalized lease obligations ........... 287,044 277,381
------------ ------------
Total current liabilities .............................. 13,962,811 15,036,196
Long term debt ............................................... 6,955,158 7,204,451
Capitalized lease obligations ................................ 3,920,300 3,993,858
------------ ------------
Total liabilities ...................................... 24,838,269 26,234,505
Shareholders' equity:
Common stock $.03 par value. Authorized 30,000,000 shares;
issued and outstanding 9,305,408 shares..................... 279,162 279,162
Additional paid-in-capital ................................. 48,443,244 48,433,344
Accumulated deficit ........................................ (6,347,337) (7,612,131)
------------ ------------
Total shareholders' equity ............................. 42,375,069 41,100,375
Commitments and contingencies (Note 2) ....................... -- --
------------ ------------
Total liabilities and shareholders' equity ............. $ 67,213,338 $ 67,334,880
============ ============
</TABLE>
See accompanying notes to financial statements.
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ROADHOUSE GRILL, INC.
STATEMENTS OF OPERATIONS
For the fiscal quarters ended March 30, 1997 and March 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
Fiscal Quarter Ended
--------------------
March 30, March 31,
1997 1996
------------ ------------
<S> <C> <C>
Total revenue ............................................. $ 22,970,545 $ 13,868,867
Cost of restaurant sales:
Food and beverage ...................................... 7,676,407 4,652,198
Labor and benefits ..................................... 6,790,275 4,173,141
Occupancy and other .................................... 4,639,042 2,801,409
------------ ------------
Total cost of restaurant sales ......................... 19,105,724 11,626,748
Depreciation and amortization ............................. 1,076,504 676,843
General and administrative ................................ 1,334,896 1,088,620
------------ ------------
Total operating expenses ............................... 21,517,124 13,392,211
------------ ------------
Operating income (loss) ................................ 1,453,421 476,656
Other income (expense):
Interest expense, net .................................. (259,150) (263,038)
Equity in net income of affiliates ..................... 20,786 56,400
Other, net ............................................. 79,737 76,007
------------ ------------
Total other income (expense) ...................... (158,627) (130,631)
------------ ------------
Pretax income ..................................... 1,294,794 346,025
Income tax................................................. 30,000 --
------------ ------------
Net income......................................... 1,264,794 346,025
============ ============
Net income per common share ............................... $ 0.14 $ 0.06
============ ============
Weighted average common shares and
share equivalents outstanding ......................... 9,319,752 5,806,523
============ ============
</TABLE>
See accompanying notes to financial statements.
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ROADHOUSE GRILL, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the fiscal quarter ended March 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Additional
--------------------- Paid-in Accumulated
Shares Amount Capital Deficit Total
------ ------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance December 29, 1996 9,305,408 $279,162 $48,433,344 $(7,612,131) $41,100,375
Deferred compensation -- -- 9,900 -- 9,900
Net income -- -- -- 1,264,794 1,264,794
--------- -------- ----------- ----------- -----------
Balance March 30, 1997 9,305,408 $279,162 $48,443,244 $(6,347,337) $42,375,069
========= ======== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
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ROADHOUSE GRILL, INC.
STATEMENTS OF CASH FLOWS
For the fiscal quarters ended March 30, 1997 and March 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
March 30, March 31,
1997 1996
----------- ------------
<S> <C> <C>
Cash flows from operating activities
Net income ............................................................ $ 1,264,794 346,025
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization ....................................... 1,076,504 676,843
Noncash compensation expense ........................................ 9,900 9,900
Equity in net (income) of affiliate ................................. (20,786) (56,400)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable .......................... 38,751 13,145
Decrease (increase) in inventory .................................... 29,488 (134,512)
Decrease (increase) in pre-opening costs ............................ 254,575 (201,421)
Decrease (increase) in prepaid expense .............................. 69,357 (69,683)
Decrease (increase) in other assets ................................. (925,466) (965,787)
(Decrease) increase in accounts payable ............................. (1,359,353) 968,712
(Decrease) increase in accrued expenses ............................. (647,629) (459,154)
----------- -----------
Net cash provided by (used in) operating activities ............... (209,865) 127,668
Cash flows from investing activities
Advances to affiliates, net ........................................... 34,263 (123,554)
Payments for intangibles .............................................. (10,083) (4,106)
Proceeds from payment on notes receivable ............................. 18,590 16,496
Proceeds from sale leaseback transactions ............................. -- 395,164
Purchase of property and equipment .................................... (4,573,432) (3,384,286)
Deposit on Kendall Restaurant acquisition ............................. (400,000) --
----------- -----------
Net cash (used in) investing activities ........................... (4,930,662) (3,100,286)
Cash flows from financing activities
Increase in cash overdraft ............................................ 1,404,095 619,581
Repayments of long-term debt .......................................... (729,454) (136,048)
Payments on capital lease obligations ................................. (63,895) (47,975)
----------- -----------
Net cash provided by financing activities ......................... 610,746 435,558
Increase (decrease) in cash and cash equivalents ......................... (4,529,781) (2,537,060)
Cash and cash equivalents at beginning of quarter ........................ 6,257,157 2,805,043
----------- -----------
Cash and cash equivalents at end of quarter .............................. $ 1,727,376 $ 267,983
=========== ===========
Supplementary disclosures:
Interest paid ......................................................... $ 368,095 $ 281,944
=========== ===========
</TABLE>
Noncash investing and financing activities:
During the fiscal quarter ended March 31, 1996, $3,500,000 of long-term
debt was converted to common stock. The Company entered into capital lease
obligations and seller financing mortgage agreements of $44,000 and
$1,458,000, respectively, during the period from January 1, 1996 to March
31, 1996.
See accompanying notes to financial statements.
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ROADHOUSE GRILL, INC.
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The financial statements of Roadhouse Grill, Inc. (the "Company") for the
fiscal quarters ended March 30, 1997 and March 31, 1996 are unaudited and
reflect all adjustments (consisting of normal recurring adjustments) which
are, in the opinion of management, necessary for a fair presentation of the
financial statements for the interim periods. The financial statements
should be read in conjunction with the financial statements and notes
thereto, together with management's discussion and analysis of financial
condition and results of operations, contained in the Company's Annual
Report to Shareholders and in the Company's Annual Report on Form 10-K for
the fiscal year ended December 29, 1996. The results of operations for the
quarter ended March 30, 1997 are not necessarily indicative of the results
for the entire fiscal year ending December 28, 1997.
2. COMMITMENTS AND CONTINGENCIES
The Company is a party to legal proceedings arising in the ordinary course
of business, many of which are covered by insurance. In the opinion of
management, disposition of these matters will not materially affect the
Company's financial condition.
At March 30, 1997, the Company had 11 restaurants under development. The
estimated cost to complete these restaurants and other capital projects in
process was approximately $4.3 million as of March 30, 1997.
3. ACQUISITIONS
In August 1996, the Company entered into an agreement to purchase the
remaining 50 percent interest in the Kendall Roadhouse Grill, L.C. a
limited liability company that owns the Kendall, Florida Roadhouse Grill
restaurant ("Kendall joint venture") from the joint venture partners for a
purchase price of $2,300,000. The purchase price was to be paid from the
proceeds of the initial public offering completed by the Company in
December 1996 in which 2,500,000 shares were sold at $6.00 per share (the
"Initial Public Offering"). During the first quarter of 1997, the agreement
was amended as follows: the purchase price was changed to $1,800,000 with a
deposit of $400,000 paid in January 1997, and the remaining $1,400,000
payable December 31, 1997. At December 31, 1997, the Company has the option
of extending the acquisition date to June 30, 1998, at which time the
purchase price increases to $1,850,000. In addition, the Kendall joint
venture will pay a dividend of $20,000 per month to the sellers through the
closing of the purchase.
4. ADOPTION OF NEW ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128. "Earnings Per Share" ("SFAS No.
128"). This statement is effective for financial statements for both
interim and annual periods ending after December 15, 1997. It requires
restatement of all prior-period earnings per share ("EPS") data presented
once the statement is implemented. Earlier adoption of SFAS No. 128 is
prohibited. SFAS No. 128 establishes standards for computing and
presenting EPS and applies to entities with publicly held common stock.
This statement replaces the presentation of primary EPS with a
presentation of basic EPS. The Company will adopt SFAS No. 128 for the
fourth quarter and the fiscal year ending December 28, 1997.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the financial statements and notes thereto, included elsewhere in this Form
10-Q.
The Company opened its first restaurant in March 1993 in Pembroke Pines,
Florida. As of March 30, 1997 there were 41 Roadhouse Grill restaurants in
operation, consisting of 35 Company-owned and six franchised or licensed
restaurants.
The average cash investment, excluding real estate costs and pre-opening
expenses, required to open each of the Roadhouse Grill restaurants opened by
the Company prior to March 30, 1997 was approximately $1.2 million. The average
real estate acquisition cost for the 12 restaurant sites owned by the Company
was approximately $836,000 (one of the sites the Company acquired was not open
as of March 30, 1997 and subsequently opened on April 8, 1997). The Company has
obtained seller financing in connection with the acquisition of its owned
properties, which financing generally has required a down payment of 10% of the
purchase price. The average monthly occupancy cost for the first quarter of
1997 for the restaurant sites leased by the Company was approximately $10,000
per site. The Company expects that the average cash investment required to open
its prototype restaurants, including pre-opening expenses but excluding real
estate costs, will be approximately $1.1 million or $1.4 million, depending
upon whether the Company converts an existing building or constructs a new
restaurant.
In August 1996, the Company contracted to purchase from an unaffiliated
third party the remaining 50% interest in the Kendall joint venture. The
Company paid a deposit on January 7, 1997 toward this purchase. The Company
anticipates the closing will occur in December 1997. In addition, the Company
purchased a 50% interest in the Boca Raton joint venture from an unaffiliated
third party in December 1996. The Company has managed the Boca Raton restaurant
under a management agreement since December 1994 and expects to continue to due
so in the foreseeable future.
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated certain selected
statement of operations data expressed as a percentage of total revenues.
<TABLE>
<CAPTION>
Fiscal Quarter Ended
----------------------------------
March 30, 1997 March 31, 1996
-------------- --------------
<S> <C> <C>
Total revenues................................................ 100.0% 100.0%
Cost of restaurant sales:
Food and beverage.......................................... 33.4 33.5
Labor and benefits......................................... 29.6 30.1
Occupancy and other........................................ 20.2 20.2
----- -----
Total cost of restaurant sales............................. 83.2 83.8
Depreciation and amortization................................. 4.7 4.9
General and administrative.................................... 5.8 7.8
----- -----
Total operating expenses................................... 93.7 96.5
----- -----
Operating income .......................................... 6.3 3.5
Other income (expense):
Interest expense, net...................................... (1.1) (1.9)
Equity in net income of affiliates......................... 0.1 0.4
Other, net................................................. 0.3 0.5
----- -----
Total other income (expense)............................. (0.7) (1.0)
----- -----
Pretax income............................................ 5.6 2.5
Income tax.................................................... 0.1 --
----- -----
Net income............................................... 5.5% 2.5%
===== =====
</TABLE>
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QUARTER ENDED MARCH 30, 1997 COMPARED TO QUARTER ENDED MARCH 31, 1996
RESTAURANTS OPEN. At March 30, 1997 there were 35 Company-owned
restaurants open, including the Kendall and Boca Raton joint ventures in which
the Company held a 50% ownership interest ("Company-owned"). At March 31, 1996
there were 22 Company-owned restaurants. This represents a 59.1% increase in
the number of Company-owned restaurants.
TOTAL REVENUES. Total revenues increased $9.1 million, or 65.6%, from
$13.9 million for the first quarter of 1996 to $23.0 million for the first
quarter of 1997. This increase reflects 13 Company-owned restaurant openings.
For the 15 restaurants opened for 18 months or longer, comparable store sales
were down 2.1%. Average weekly sales decreased 0.2% from the first quarter of
last year.
FOOD AND BEVERAGE. Food and beverage costs increased $3.0 million, or
65.0%, from $4.7 million for the first quarter of 1996 to $7.7 million for the
first quarter of 1997. Food and beverage costs as a percentage of sales
decreased by 0.1% points from 33.5% for the first quarter of 1996 to 33.4% for
the same period in 1997. This decrease was the result of various margin
improvement initiatives and an increase in the availability of volume discounts
due to a larger restaurant base.
LABOR AND BENEFITS. Labor and benefits costs increased $2.6 million, or
62.7%, from $4.2 million for the first quarter of 1996 to $6.8 million for the
first quarter of 1997. Labor costs as a percentage of sales decreased from
30.1% for the quarter ended March 31, 1996 to 29.6% for the quarter ended March
30, 1997. This represents a 0.5% point decrease. The larger base of mature
restaurants lessened the overall impact of higher labor costs normally
experienced at recently opened restaurants.
OCCUPANCY AND OTHER. Occupancy and other costs increased $1.8 million, or
65.6%, from $2.8 million for the first quarter of 1996 to $4.6 million for the
first quarter of 1997. As a percentage of sales, occupancy and other costs were
comparable for the two quarters presented.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased $400,000 or 59.0%, from $700,000 for the first quarter of 1996 to
$1.1 million for the first quarter of 1997. Depreciation as a percentage of
sales decreased by 0.2% points from 4.9% for the first quarter of 1996 to 4.7%
for the first quarter of 1997. The decrease was attributable to 8 of the 13
additional restaurants opened since March 31, 1996 being located out-of state
where the Company has experienced higher than average sales.
GENERAL AND ADMINISTRATIVE. General and administrative expense increased
$200,000, or 22.6%, from $1.1 million for the first quarter of 1996 to $ 1.3
million for the first quarter of 1997. However, general and administrative
costs decreased significantly as a percentage of sales from 7.8% for the first
quarter of 1996 to 5.8% for the first quarter of 1997. This 2.0% point decrease
was the result of economies of scale resulting from a greater number of
Company-owned restaurants in operation during the quarter ended March 30, 1997
compared to the quarter ended March 31, 1996.
TOTAL OTHER INCOME (EXPENSE). Total other income (expense) increased
$28,000, or 21.4%, from expense of $131,000 for the first quarter of 1996 to
expense of $159,000 for the first quarter of 1997. As a percentage of sales
other income (expense) decreased by 0.3% points from 1.0% for the quarter
ended March 31, 1996 to 0.7% for the quarter ended March 30, 1997. This
variance was the result of a 0.8% point decrease in interest expense as a
percentage of sales due to a lower amount of outstanding debt for the first
quarter of 1997 as compared to the first quarter of 1996 partially offset by a
decrease in equity in income of affiliates and game room income as a percentage
of sales.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires capital principally for the opening of new
restaurants and has financed its requirements through the private placement of
Common Stock and Preferred Stock, an Initial Public Offering, bank loans and
loans from certain private parties, including present and former shareholders
of the Company.
In December 1996, the Company completed an Initial Public Offering of
2,500,000 shares of common stock at $6.00 per share. The proceeds of
approximately $13.2 million, net of underwriting discounts and other costs
incurred in connection with the Initial Public Offering, were used for the
repayment of debt, the acquisition of a 50 percent interest in a former
franchised restaurant, and for expansion of the Company.
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The Company's capital expenditures aggregated approximately $4.6 million
for the first quarter of 1997 substantially all of which were used to open
Roadhouse Grill restaurants. In addition, the Company paid a $400,000 deposit
towards the purchase of the remaining 50% interest in the Kendall joint
venture. In January 1997, the Company repaid a promissory note in the amount
of $500,000 to SunTrust Bank Miami, N.A.
The Company is currently pursuing several financing options which may
include any or all of the following: monetizing real estate owned by the
Company, a revolving credit facility, leasing of interior furniture, fixtures
and equipment packages. However, there can be no assurance that such debt
financing will be available on terms acceptable to the Company, or if at all.
As is common in the restaurant industry, the Company has generally
operated with negative working capital ($9.5 million as of March 30, 1997).
The Company does not have significant receivables or inventory and receives
trade credit on its purchases of food and supplies.
This Form 10-Q contains forward looking statements that involve risks and
uncertainties relating to future events. Actual events or the Company's results
may differ materially from the results discussed in the forward looking
statements.
SEASONALITY AND QUARTERLY RESULTS
The Company's sales and earnings fluctuate seasonally. Historically, the
Company's highest earnings have occurred in its first and fourth fiscal
quarters. In addition, quarterly results have been, and in the future are
likely to be, substantially affected by the timing of new restaurant openings.
Because of the seasonality of the Company's business and the impact of new
restaurant openings, results for any quarter are not necessarily indicative of
the results that may be achieved for a full fiscal year.
IMPACT OF INFLATION
The Company does not believe that inflation has materially affected its
results of operations during the past four fiscal years. Substantial increases
in costs and expenses, particularly food, supplies, labor and operating
expenses could have a significant impact on the Company's operating results to
the extent that such increases cannot be passed along to customers.
PART II
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in various legal actions arising in the normal
course of business. While the resolution of any of such actions may have an
impact on the financial results for the period in which it is resolved, the
Company believes that the ultimate disposition of these matters will not, in
the aggregate, have a material adverse effect upon its business or financial
position.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The Exhibits listed on the accompanying Exhibit Index are filed
with or incorporated by reference in this report.
(b) The Company filed no reports on Form 8-K during the period covered by
this Form 10-Q.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ROADHOUSE GRILL, INC.
(Registrant)
/s/ John D. Toole III President, Chief Executive May 12, 1997
--------------------- Officer and Director
John D. Toole III (Principal Executive Officer)
/s/ Dennis C. Jones Chief Financial Officer, May 12, 1997
--------------------- (Principal Financial Officer
Dennis C. Jones and Principal
Accounting Officer)
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Roadhouse Grill, Inc.
Exhibit Index
Exhibit
Number Description of Exhibit
- ------- ----------------------
3.1 Articles of Incorporation of the Company (incorporated by reference
from the Company's Registration Statement on Form S-1 as filed with
the Securities and Exchange Commission on September 26, 1996, as
amended (the "Registration Statement")).
3.2 Bylaws of the Company (incorporated by reference from the Company's
Registration Statement).
10.1 Employment Agreement by and between the Company and John David Toole
III, dated October 1, 1994 (incorporated by reference from the
Company's Registration Statement).
10.2 Form of the Company's Development Agreement (incorporated by reference
from the Company's Registration Statement).
10.3 Form of the Company's Franchise Agreement (incorporated by reference
from the Company's Registration Statement).
10.4 Intentionally omitted
10.5 Form of the Company's Stock Option Agreement (incorporated by
reference from the Company's Registration Statement).
10.6 Sub-Lease Agreement, dated July 31, 1995, between Equitable Real
Estate Investment, Inc., Compass Management and Leasing, Inc. and the
Company., for property located at 6600 N. Andrews Ave., Ste. 160, Ft.
Lauderdale, Florida 33309 (incorporated by reference from the
Company's Registration Statement).
10.7 Assignment and assumption Agreement, dated March 15, 1995, between
Roadhouse Waterway, Inc. and Roadhouse Grill Commercial, Inc., for
property located in Fort Lauderdale, Florida (lease of restaurant
premises) (incorporated by reference from the Company's Registration
Statement).
10.8 Lease Agreement, dated April 26, 1994, between Piccadilly Cafeterias,
Inc. and the Company, for property located in Winter Park, Florida
(lease of restaurant premises) (incorporated by reference from the
Company's Registration Statement).
10.9 Ground Lease, dated may 25, 1995, between Bruno, Inc. and the Company,
for property located in Sandy Springs, Georgia (lease of restaurant
premises) (incorporated by reference from the Company's Registration
Statement).
10.10 Lease, dated April 17, 1995, between Captec Net lease Realty, Inc. and
New York Roasters, for property located in Cheektowaga, New York
(lease of restaurant premises, assumed by the Company) (incorporated
by reference from the Company's Registration Statement).
10.11 Operating Agreement dated April 28, 1994, of Kendall Roadhouse Grill,
L.C. (incorporated by reference from the Company's Registration
Statement).
10.12 Management Agreement, dated November 8, 1994, between Boca Roadhouse,
Inc and the Company (incorporated by reference from the Company's
Registration Statement).
10.13 Promissory Note, dated January 15, 1996, made by the Company in favor
of John Y. Brown (incorporated by reference from the Company's
Registration Statement).
10.14 Promissory Note, dated September 27, 1995, made by the Company in
favor of Hal Dickson (incorporated by reference from the Company's
Registration Statement).
10.15 Series A Convertible Preferred Stock Purchase Agreement, dated as of
February 10, 1994, between the Company and several purchasers named in
Schedule I (incorporated by reference from the Company's Registration
Statement).
10.16 Initial Stockholders Agreement, dated February 10, 1994, among the
Company, the several purchasers of the Series A Preferred Shares, and
the initial shareholders of the Company (incorporated by reference
from the Company's Registration Statement).
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<PAGE> 13
10.17 Series B Convertible Preferred Stock Purchase Agreement, dated as of
June 8, 1994, between the Company and the several purchasers names in
Schedule I (incorporated by reference from the Company's Registration
Statement).
10.18 Stock Purchase Agreement, dated as of September 26, 1994, between the
Company and Berjaya (incorporated by reference from the Company's
Registration Statement).
10.19 1994 Registration Rights Agreement, dated February 10, 1994
(incorporated by reference from the Company's Registration Statement).
10.20 Amendment to 1994 Registration Rights Agreement, dated June 8, 1994
(incorporated by reference from the Company's Registration Statement).
10.21 Amendment to 1994 Registration Rights Agreement, dated July 26, 1996
(incorporated by reference from the Company's Registration Statement).
10.22 Stock Option Agreement, dated February 10, 1994, between the Company
and J. David Toole III (incorporated by reference from the Company's
Registration Statement).
10.23 Intentionally omitted
10.24 Consulting Agreement, dated August , 1992, between Americana
Entertainment Group, Inc. and David Toole, as amended on October 7,
1992 (incorporated by reference from the Company's Registration
Statement).
10.25 Investment Agreement, dated July 30, 1995, between Berjaya and
John Y. Brown (incorporated by reference from the Company's
Registration Statement).
10.26 Investment Agreement, dated January 15, 1996, between Berjaya and the
Company (incorporated by reference from the Company's Registration
Statement).
10.27 Assignment and Assumption Agreement, dated February 10, 1994, by and
between John Y. Brown, Jr. and the Company (incorporated by reference
from the Company's Registration Statement).
10.28 Purchase and Sale Agreement, dated August 30, 1996, between Roadwear,
Inc. and the Company, relating to the Kendall restaurant (incorporated
by reference from the Company's Registration Statement).
10.29 Intentionally omitted
10.30 Promissory note, dated August 16, 1996, made by the Company in favor
of Berjaya (incorporated by reference from the Company's Registration
Statement).
10.31 Master Development Agreement, dated January 5, 1996, between the
Company and Roadhouse Grill Asia (incorporated by reference from the
Company's Registration Statement).
10.32 Lease Transfer and Assumption Agreement for equipment used in New York
Roadhouse Grill restaurant, dated March 29, 1995, assumed by the
Company (incorporated by reference from the Company's Registration
Statement).
10.33 Promissory note, dated September 5, 1996 made by the Company in favor
of John Y. Brown, Jr. (incorporated by reference from the Company's
Registration Statement).
10.34 Security Agreement, dated July 12, 1996 made by the Company and John
Y. Brown, Jr. (incorporated by reference from the Company's
Registration Statement).
10.35 Promissory note, dated September 27, 1996 made by the Company in favor
of Berjaya (incorporated by reference from the Company's Registration
Statement).
10.36 Promissory note dated September 27, 1996 made by the Company in favor
of SunTrust Bank, Miami, N.A. (incorporated by reference from the
Company's Registration Statement).
10.37 Amended and Restated 1994 Stock Option Plan (incorporated by reference
from the Company's Registration Statement).
10.38 Stock Purchase Agreement dated May 26, 1995 between the Company and
the several purchasers named in Schedule I (incorporated by reference
from the Company's Registration Statement).
10.39 Investment Agreement, dated October 25, 1995 between Berjaya and the
Company (incorporated by reference from the Company's Registration
Statement).
- 13 -
<PAGE> 14
10.40 Employment Agreement between the Company and J. David Toole III, dated
October 24, 1996 (incorporated by reference from the Company's
Registration Statement).
10.41 Stock Option Agreement between the Company and J. David Toole III,
dated October 24, 1996 (incorporated by reference from the Company's
Registration Statement).
27 Financial Data Schedule.
- 14 -
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-29-1996
<PERIOD-START> DEC-30-1996
<PERIOD-END> MAR-30-1997
<CASH> 1,727,376
<SECURITIES> 0
<RECEIVABLES> 157,791
<ALLOWANCES> 0
<INVENTORY> 784,737
<CURRENT-ASSETS> 4,508,070
<PP&E> 57,651,740
<DEPRECIATION> 0
<TOTAL-ASSETS> 67,213,338
<CURRENT-LIABILITIES> 13,962,811
<BONDS> 6,955,158
0
0
<COMMON> 279,162
<OTHER-SE> 42,095,907
<TOTAL-LIABILITY-AND-EQUITY> 67,213,338
<SALES> 0
<TOTAL-REVENUES> 22,970,545
<CGS> 19,105,724
<TOTAL-COSTS> 21,517,124
<OTHER-EXPENSES> 158,627
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 259,150
<INCOME-PRETAX> 1,294,794
<INCOME-TAX> 30,000
<INCOME-CONTINUING> 1,264,794
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,264,794
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
