ROADHOUSE GRILL INC, 10-K405, 1999-07-26

ROADHOUSE GRILL INC
10-K405, 1999-07-26
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the Fiscal Year Ended April 25, 1999

/ / 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

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR
VALUE $0.03 PER SHARE

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 / /

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED,
TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. /X/

The aggregate market value of the voting stock held by non-affiliates
of the registrant as of June 11, 1999 was $19,984,407 based upon the closing
sale price of $6.375 as reported on the Nasdaq National Market on June 11,
1999.

The number of shares of the registrant's common stock outstanding as
of June 11, 1999 was 9,708,741.

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ROADHOUSE GRILL, INC.
FORM 10-K
FISCAL YEAR ENDED APRIL 25, 1999

INDEX

PART I Page
----
<S> <C>
Item 1. Business.............................................................................. 1

Item 2. Properties............................................................................ 9

Item 3. Legal Proceedings..................................................................... 10

Item 4. Submission of Matters to a Vote of Security Holders................................... 10

PART II

Item 5. Market for Registrant's Common Equity and
Related Shareholder Matters.................................................... 11

Item 6. Selected Financial Data............................................................... 13

Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.................................. 14

Item 8. Financial Statements and Supplementary Data........................................... 22

Item 9. Changes in and Disagreements with Accountant
on Accounting and Financial Disclosure......................................... 22

PART III

Item 10. Directors and Executive Officers of the Registrant.................................... 23

Item 11. Executive Compensation................................................................ 23

Item 12. Security Ownership of Certain Beneficial Owners and Management........................ 23

Item 13. Certain Relationships and Related Transactions........................................ 23

PART IV

Item 14. Financial Statements and Exhibits..................................................... 23

Signatures ...................................................................................... 24

</TABLE>

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PART I

ITEM 1. BUSINESS

This Form 10-K contains forward-looking statements, including statements
regarding, among other things (i) the Company's growth strategies, (ii)
anticipated trends in the economy and the restaurant industry and (iii) the
Company's future financing plans. In addition, when used in this Form 10-K, the
words "believes," "anticipates," "expects" and similar words often are intended
to identify certain forward-looking statements. These forward-looking statements
are based largely on the Company's expectations and are subject to a number of
risks and uncertainties, many of which are beyond the Company's control. Actual
results could differ materially from these forward-looking statements as a
result of changes in trends in the economy and the restaurant industry
(including trends affecting the Company's products, markets, prices and
competition), reductions in the availability of financing, increases in interest
rates, risks and uncertainties associated with the Company's expansion strategy
and other factors discussed elsewhere in this report and documents filed by the
Company with the Securities and Exchange Commission. In light of the foregoing,
there is no assurance that the forward-looking statements contained in this Form
10-K will in fact prove correct or occur. The Company does not undertake any
obligation to revise these forward-looking statements to reflect future events
or circumstances.

OVERVIEW

The Company operates, franchises and licenses high-quality full-service
casual dining restaurants under the name "Roadhouse Grill." The Company is
currently the largest operator of the roadhouse-style casual dining restaurant
concept in the United States.

The Company was founded in 1992 and opened its first Roadhouse Grill
restaurant in Pembroke Pines, Florida (the greater Fort Lauderdale area) in
1993. As of April 25, 1999, there were 56 Company-owned, three franchised and
one licensed Roadhouse Grill restaurants located in Alabama, Arkansas, Florida,
Georgia, Louisiana, Mississippi, Nevada, New York, Ohio, South Carolina and
Tennessee. Of the 56 Company-owned locations open as of April 25, 1999, 31 are
situated in Florida. One of the three franchised restaurants is located in Kuala
Lumpur, capital city of Malaysia. The Company is engaged in an active plan of
expansion and expects to open approximately 15 Company-owned restaurants in
fiscal year 2000.

On July 12, 1999, the licensed restaurant was reacquired by the Company
and the licensing agreement was terminated. The Company intends to operate the
former licensed restaurant as a Company-owned restaurant.

Roadhouse Grill restaurants offer a diverse, moderately priced lunch and
dinner menu highlighting exhibition cooking of steaks and other grilled entrees.
The restaurants feature daily fresh baked yeast rolls, appetizers and homemade
ice cream, as signature items.

On December 11, 1997, the Company's Board of Directors voted to change the
Company's fiscal year to the last Sunday in April. The Company filed a Form 10-K
for the transition period which was from December 29, 1997 through April 26,
1998 (the "Transition Period"). The Company operates on a fifty-two or
fifty-three week fiscal year. Each fiscal quarter consists of thirteen weeks,
except in the case of a fifty-three week year, the fourth fiscal quarter
consists of fourteen weeks.

THE ROADHOUSE GRILL CONCEPT

The Company's primary business is the operation of full-service casual
dining restaurants targeted toward singles, couples, families and senior
citizens. Roadhouse Grill is now a substantial operator in the casual dining
arena and its growth strategy will be controlled, expanding in existing strong
markets and, upon significant due diligence, target new markets that complement
the Company's existing base.

Guest satisfaction comes from a pleasant restaurant atmosphere in which
high-quality food and beverage are served at an excellent price/value. The
Company motivates its employees to provide friendly and efficient service on a
consistent basis.

The key elements that define the Roadhouse Grill concept are:

o 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.

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o High Price/Value to Guests. Roadhouse Grill restaurants strive to provide
a high price/value dining experience for its guests by offering a broad,
moderately priced menu and serving high quality generous portions.

o Attentive, Friendly Service. The Company believes that a distinctive,
enjoyable dining experience is made possible through excellent service.
Accordingly, the Company seeks to hire individuals who possess strong
initiative and the ability to provide quality and personalized service.

o 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 to help create Roadhouse
Grill's casual ambiance.

o 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. The Company believes 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
approximately $2.29. In 1998, for the third consecutive year, Roadhouse
Grill was voted "Favorite Family Dining Restaurant" in a survey conducted
by Sunshine Magazine, the South Florida based Sun-Sentinel Sunday
magazine. For adults, each Roadhouse Grill restaurant offers beverages
from its full-service bar, which is separated from the dining area.

During the fourth calendar quarter of 1997, the Company's management team
formulated a three-point plan to improve the Company's operating performance.
Plan points were as follows:

1. IMPROVE UNIT ECONOMICS AND OPERATING MARGINS by better managing food, labor
and other operating costs.

2. INCREASE SAME STORE SALES PERFORMANCE through increased advertising and
greater brand awareness.

3. ENHANCE REAL ESTATE AND NEW RESTAURANT DEVELOPMENT through improved site
selection and better construction management.

During fiscal year 1999, the Company realized significant benefits from the
implementation of the three-point plan as evidenced by the Company's operating
performance during the fiscal year.

UNIT ECONOMICS

The Company believes that Company-owned Roadhouse Grill restaurants produce
attractive restaurant-level economics. The 44 Company-owned Roadhouse Grill
restaurants open for the entire 52 weeks in fiscal year 1999 generated average
net sales of approximately $2.5 million, average cash flow (operating income
plus depreciation) of approximately $462,000, and average operating income of
$305,000. The Company's average cash investment for these 44 restaurants was
approximately $1.3 million, including building structures (where applicable),
building or leasehold improvements and equipment and fixtures, but excluding
land and pre-opening costs. Restaurant-level economics are affected to the
extent that the Company constructs free-standing units on Company-owned or
leased land, rather than leasing existing buildings. In such cases, initial
development costs are substantially greater and occupancy costs (other than
depreciation) are substantially less when the Company leases existing
buildings. The Company cannot predict if average unit-level economics would be
altered significantly if in the future the mix of restaurants placed in leased
buildings compared to free-standing buildings on Company-owned or leased land
were to change materially from the Company's current mix.

EXPANSION

The following paragraph contains forward-looking information concerning
the Company's expansion plans for fiscal year 2000 that involve a number of
risks and uncertainties. Similar forward-looking information is contained
elsewhere in this document under "Business--Overview" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

As of April 25, 1999, there were 56 Company-owned, three franchised and
one licensed Roadhouse Grill restaurants located in Alabama, Arkansas, Florida,
Georgia, Louisiana, Mississippi, Nevada, New York, Ohio, South Carolina and
Tennessee. Of the 56 Company-owned locations open as of April 25, 1999, 31 are
situated in Florida. One of the three franchised restaurants is located in
Kuala Lumpur, capital city of Malaysia. The Company is engaged in an active
plan of expansion and expects to open approximately 15 Company-owned
restaurants in fiscal year 2000. The Company's expansion strategy through

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fiscal year 2000 is to increase its presence in markets where Roadhouse Grill
restaurants now exist, and the potential for additional revenues and operating
cash flows and profits is strong. The Company currently has a strong presence
in Florida with 31 locations and intends to increase such presence during
fiscal year 2000. The other markets where the Company expects to build its
existing presence in fiscal year 2000 include Atlanta, Georgia, Ohio, North and
South Carolina and Western New York.

The Company's ability to achieve its projected expansion plans will depend
on a variety of factors, many of which may be beyond the Company's control,
including the Company's ability to locate suitable restaurant sites; to
negotiate acceptable lease or purchase terms; to obtain required governmental
approvals and construct new restaurants in a timely manner; to attract, train
and retain qualified and experienced personnel and management; to obtain
adequate funds; and to continue to operate its restaurants profitably. Due to
these factors and others set out above, there is no assurance that the Company
will be able to continue to effectively develop or operate additional
restaurants or that it will be able to expand as planned. There is also no
assurance that additional restaurants that may be opened in the future will be
profitable or that expansion will not result in reduced sales in existing
restaurants in close proximity to new restaurants, and to the extent this
reduces cash flow available for new development and construction, it could
cause the Company to fail to meet its expansion plans.

The Roadhouse Grill menu features aged USDA Choice steaks and prime rib, beef
ribs, chicken and seafood, all of which are grilled to order. The Company's
steaks and prime rib are aged both before and after being cut and trimmed. The
menu features over sixty items, including 13 cuts of steak ranging from 6 oz.
to 18 oz. In addition to grilled selections, the menu offers a wide variety of
appetizers, sandwiches, salads and desserts, including signature items such as
Roadhouse cheese wraps and a daily selection of homemade ice cream. Each entree
is served with a choice of a house salad or caesar salad, a choice of baked
sweet potato, baked potato, home fries, french fries or rice pilaf and homemade
yeast rolls. Roadhouse Grill restaurants are open seven days a week for lunch
and dinner and offer full bar service. Prices range from $5.49 to $16.99. From
11:00 a.m. to 3 p.m. Monday through Friday, in addition to its full menu, each
Roadhouse Grill offers a selection of 15 "Lunch in a Rush" menu items ranging
from charbroiled steak salad to hand-breaded chicken strips and french fries,
all prepared to order quickly and priced at $6.79 or less.

SITE SELECTION AND CONSTRUCTION

The Company believes the site selection process is critical to the long-term
success of any restaurant, and, accordingly, devotes significant time and
effort to the investigation and evaluations of potential locations. Among the
factors in the site selection process are advertising and management
efficiency; market demographics (including population, age and median household
income); traffic patterns and activity; site visibility, accessibility and
parking; and proximity to residential developments, office complexes, hotels,
retail establishments and entertainment areas. Another important factor is the
convenience of the potential location to both lunch and dinner guests and the
occupancy cost of the proposed site. The Company's current strategy is that of
clustering restaurants in markets that can support them with cost-effective
media advertising. In addition, the Company believes that clustering multiple
units in metropolitan areas allows more efficient use of supervision of the
restaurants. The Company also considers existing or potential competition in
the area and attempts to analyze the performance of other area restaurants. To
date the Company has located most of its restaurants in or near neighborhood
shopping malls and shopping centers, and currently expects that most of the
restaurants opened in the future will be in or near malls and shopping centers.

Corporate management of the Company generally determines which geographic areas
may be suitable for Roadhouse Grill restaurants. Potential sites in those
geographic areas are identified by Company personnel, consultants and
independent real estate brokers. In connection with the Company's evaluation,
Company personnel visit and analyze each potential site.

When the Company has built restaurants in existing buildings, construction has
taken approximately 90 days to 120 days after required construction permits have
been obtained. Construction of from-the-ground-up restaurants is a longer
process and has generally ranged from 120 to 180 days. The Company's experience
to date has been that obtaining construction permits has generally taken from
30 days to 180 days. The Company engages outside general contractors for
construction of its restaurants and expects to continue this practice for the
foreseeable future.

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RESTAURANT DESIGN AND LAYOUT

The Company's prototypical restaurant format is approximately 5,800 square feet
with seating for approximately 225 guests. Roadhouse Grill restaurants range in
size from 5,000 to 12,000 square feet with seating for approximately 190 to 240
guests. The Company uses a standardized design in constructing restaurants,
with modifications made for each particular site. The Company is assisted by
outside architects in the design of individual restaurants. The Company makes
its standardized design available to its franchisees and has final right of
approval on the design of each franchised restaurant.

Roadhouse Grill, Inc. believes its restaurants have a comfortable atmosphere
and are visually appealing with exposed ceilings and brick and lapboard cedar
walls decorated with colorful murals and neon signs. The typical interior also
includes multi-level seating, a full-service bar, an exhibition grill and
display kitchen. The exterior of each restaurant features rough-sawed siding, a
wrap-around wood plank porch, a tin roof trimmed in neon and an oversized
"Roadhouse Grill" sign. In addition to the public areas, each restaurant has a
food preparation and storage area including a fully equipped kitchen.

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RESTAURANT LOCATIONS

The following table sets forth the location of Company-owned and franchised
restaurants open as of April 25, 1999.

NUMBER OF
COMPANY-OWNED RESTAURANTS IN OPERATION

Number of
Location Restaurants

Florida.......................................................31

Georgia ......................................................5

New York.......................................................5

Louisiana......................................................4

South Carolina.................................................3

Alabama....................................................... 2

Mississippi.................................................. .2

Ohio...........................................................2

Arkansas.......................................................1

Tennessee......................................................1

Total.........................................................56

NUMBER OF
FRANCHISED RESTAURANTS IN OPERATION

Number of
Location Restaurants

Nevada..........................................................2

Malaysia........................................................1

Total...........................................................3

FRANCHISE OPERATIONS

General. In addition to operating Company-owned restaurants, the Company
franchises others to operate Roadhouse Grill restaurants. The company currently
has three franchisees: Roadhouse Operating Company, LLC, Roadhouse Grill Asia
Pacific (H.K.) Limited ("Roadhouse Grill Hong Kong") and Roadhouse Grill Asia
Pacific (Cayman) Limited ("Roadhouse Grill Asia"). Berjaya Group (Cayman)
Limited ("Berjaya"), the majority shareholder of the Company, directly or
indirectly owns Roadhouse Grill Hong Kong and Roadhouse Grill Asia.

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The Company is currently seeking to develop additional franchising
opportunities on an international basis with the primary focus on development
in Europe and South America. The Company does not plan significant franchising
in the United States in the foreseeable future.

Roadhouse Operating Company, LLC. Roadhouse Operating Company, LLC
entered into an initial franchise agreement and Master Development Agreement
with the Company in August 1995. Pursuant to the Master Development Agreement,
the Company enters into a franchise agreement with Roadhouse Operating Company,
LLC for each new franchise restaurant prior to the opening of that restaurant.

The Master Development Agreement between the Company and Roadhouse Operating
Company, LLC provides for the exclusive development of up to five restaurants
over a period ending October 31, 1999 in Clark County, Nevada (which includes
the Las Vegas, Nevada metropolitan area). Under the Master Development
Agreement, Roadhouse Operating Company, LLC's exclusive right to develop
Roadhouse Grill restaurants in the area specified is contingent upon Roadhouse
Operating Company, LLC meeting the development schedule set forth in the Master
Development Agreement. The Company is precluded from operating or franchising
others to operate Roadhouse Grill restaurants in the specified area so long as
the exclusive development rights remain in effect. Pursuant to the Master
Development Agreement, and in each case pursuant to a separate franchise
agreement, Roadhouse Operating Company, LLC currently operates two Roadhouse
Grill restaurants and has one under construction.

Roadhouse Operating Company, LLC pays the Company a percentage royalty fee
based on gross sales. Under the Master Development Agreement, Roadhouse
Operating Company, LLC is not obligated to pay any area development or initial
franchise fees.

The Company expects that Roadhouse Operating Company, LLC will not be able to
meet the development schedule under the Master Development Agreement which
expires on October 31, 1999. The Company anticipates amending the Master
Development Agreement and granting Roadhouse Operating Company, LLC an
additional period of time to complete its development schedule.

Roadhouse Grill Hong Kong. In January 1996, the Company entered into a
Master Development Agreement with Roadhouse Grill Hong Kong, which provides for
the development and franchising of Roadhouse Grill restaurants in Hong Kong.
Under the agreement, Roadhouse Grill Hong Kong is not required to develop any
specific number of restaurants in Hong Kong, but any restaurants that it
develops are credited against the development obligations of Roadhouse Grill
Asia under Roadhouse Grill Asia's Master Development Agreement with the
Company. Roadhouse Grill Hong Kong or its affiliates are not required to pay
any franchise or reservation fee for restaurants that it develops, but it is
responsible for paying or reimbursing approved expenses incurred by the Company
in connection with the opening of each restaurant. In addition, Roadhouse Grill
Hong Kong is required to pay a royalty on gross sales in connection with the
operation of each of its restaurants. Under certain circumstances, Roadhouse
Grill Hong Kong or the Company may grant franchises to third parties in Hong
Kong. In that event, the Company is entitled to receive 50% of any franchise
and reservation fees and 50% of any royalty fee payable by the third party
franchisee, subject to limitations on the amounts payable to the Company of
$10,000 per restaurant in the case of franchise and reservations fees and 2.5%
of gross sales in the case of royalty fees. Effective December 1, 1997, the
agreement was amended to allow the Company to receive 40% of any royalty fee
payable by the third party franchisee, subject to a limitation of 2% of gross
sales. Amounts for franchise and reservation fees were left unchanged.

Currently there are no franchise restaurants open under the Roadhouse Grill
Hong Kong master development agreement and the Company does not anticipate any
development of Roadhouse Grill restaurants in the foreseeable future.

Roadhouse Grill Asia. In January 1996, the Company also entered into a
Master Development Agreement with Roadhouse Grill Asia which covers countries
in Asia and the Pacific Rim (other than Hong Kong), including, but not limited
to, Australia, China, India, Indonesia, Japan, Malaysia, New Zealand,
Singapore, South Korea, the Philippines and Thailand. Under the agreement,
Roadhouse Grill Asia is required to open and maintain at least thirty Roadhouse
Grill restaurants during the first ten years of the term of the agreement, with
a minimum of two restaurants to be developed each year. Under certain
circumstances, Roadhouse Grill Asia or the Company may grant franchises to
third parties in the territory. The fee arrangements under the agreement are
substantially the same as those under the agreement between the Company and
Roadhouse Grill Hong Kong. See Item 13 "Certain Relationships and Related
Transactions."

Roadhouse Grill Asia currently operates one franchised Roadhouse Grill
restaurant. The Company does not anticipate further development of restaurants
under the Master Development Agreement in the foreseeable future.

ADVERTISING AND MARKETING

The Company attempts to build brand-awareness by providing a distinctive
dining experience that results in a significant number of new customers being
attracted through word of mouth, as well as by traditional marketing efforts
and promotional activities. The Company believes that clustering multiple
restaurants in target markets will help build brand-awareness and increase
efficiencies in its marketing efforts. Roadhouse Grill, Inc. also utilizes
television, radio and

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billboard advertising to promote its restaurants and build brand-awareness. In
January 1999, the Company launched a 16-month advertising campaign that
focuses on the "irreverent" or "rambunctious" behavior at Roadhouse Grill
restaurants. The Company's motto is: "Roadhouse Grill...Eat, Drink and be
Yourself." The Company also markets at the restaurant level through sponsorship
of community charity activities, sporting events, festivals and Chamber of
Commerce events. For fiscal year 1999 advertising and marketing expense
relating to Roadhouse Grill restaurants amounted to approximately 3.3% of total
revenues.

RESTAURANT OPERATIONS AND MANAGEMENT

Restaurant Personnel. The Company believes that excellent service contributes
significantly to a distinctive, enjoyable dining experience. Accordingly, the
Company seeks to hire individuals who possess strong initiative and the ability
to provide quality and personalized service. Roadhouse Grill attempts to foster
the individuality of its employees, encouraging them to interact with customers
on a friendly, casual basis. The Company recruits both experienced restaurant
managers from outside the Company and promotes qualified employees from within
the Company. The Company seeks to retain high-quality restaurant managers and
personnel by providing them with opportunities for promotion and financial
incentives based on individual restaurant performance. These financial
incentives include a bonus plan that enables each restaurant manager to earn a
portion of a bonus pool by achieving certain predetermined performance goals.

Roadhouse Grill restaurants generally operate with a general manager, a
dining room manager, a kitchen manager and one or two assistant managers
depending upon volume. The general manager of each restaurant has primary
responsibility for managing the day-to-day operations of the restaurant in
accordance with Company standards. The general manager and kitchen manager of
each restaurant generally are responsible for interviewing, hiring and training
restaurant staff. Each restaurant has a staff of approximately 90 employees.
The Company currently employs 13 area supervisors, each of whom is responsible
for three to six restaurants. There are two regional directors, each of whom is
responsible for six or seven area supervisors. The two regional directors
communicate daily with the Vice President of Operations.

The Company devotes a significant amount of time and resources to
restaurant management and staff training. Each new manager participates in an
eight-week training program, which is conducted at designated training
restaurants, before assuming an assistant manager position (or, in some
instances, a kitchen manager position) at a Roadhouse Grill restaurant. This
program is designed to provide training in all areas of restaurant operations,
including food preparation and service, alcoholic beverage service, Company
philosophy, operating standards, policies and procedures, and business
management and administration techniques. The managers of the training
restaurant conduct weekly evaluations of each manager trainee.

In connection with the opening of each new restaurant, the Company sends
an experienced training team to train and assist the new restaurant employees.
The training team generally arrives at each restaurant two weeks prior to
opening and remains for four weeks after opening. Typically, the top three
managers (the general manager, the dining room manager and the kitchen manager)
of each new restaurant are individuals who have been managers at an existing
Roadhouse Grill restaurant.

Purchasing. To better insure uniform quality and obtain competitive
prices, the Company contracts centrally for most restaurant food products and
other supplies. Individual restaurants decide the amount of each item they
require and place orders directly with the Company's distributors several times
a week. Managers also arrange for dairy and produce items to be provided by
local vendors that meet the Company's quality standards. Corporate management
closely monitors prices and other supply contract terms for locally and
centrally contracted items. Because of the volume of its aggregate orders and
the volume of supplies delivered to each individual restaurant, the Company
believes that it is able to obtain favorable prices for its supplies.

Reporting and Financial Controls. The Company maintains financial and
accounting controls for each of its restaurants through the use of centralized
accounting and management information systems. In addition, each restaurant is
equipped with a computerized accounting system that allows restaurant
management to efficiently manage labor, food cost and other direct operating
expenses, that provide corporate management rapid access to financial data and
that reduces time devoted by its restaurant managers to administrative
responsibilities. Guest counts, sales, cash deposits and labor cost information
are collected daily from each restaurant. Physical inventories of all food and
beverage items are performed weekly. Each restaurant manager prepares a
restaurant level weekly profit and loss statement, and at the end of each
accounting period, operating statements are prepared for each location. The
weekly and accounting period operating statements are reviewed at both the
corporate level and restaurant level for variances from expected results to
allow for any corrective actions to be taken as quickly as possible.

Hours of Operation. The Company's Roadhouse Grill restaurants are open
seven days a week, typically from 11:00 a.m. to 10:00 p.m. Sunday through
Thursday and from 11:00 a.m. to 11:00 p.m. on Friday and Saturday.

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RESTAURANT INDUSTRY AND COMPETITION

The restaurant industry is highly competitive. The Company competes with a
broad range of restaurants, including national and regional casual dining
chains as well as locally-owned restaurants, some of which operate with
concepts similar to that of the Company. A number of competitors have been in
existence longer than the Company and have substantially greater financial,
marketing and other resources and wider geographical diversity than the
Company. The entrance of new competitors into the Company's market areas or the
expansion of operations by existing competitors could have a material adverse
effect on the Company's results of operations and financial condition. There is
no assurance that the Company will be able to compete successfully in the
markets in which it operates. In addition, the Company competes with other
restaurant companies and retailers for sites, labor and, in many cases,
customers. The Company believes that the key competitive factors in the
restaurant industry are quality of food and service, price, location and
concept. To the extent that one or more of its competitors becomes more
successful with respect to any of the key competitive factors, the Company's
business could be adversely affected.

The restaurant industry has few non-economic barriers to entry and is
affected by changes in consumer tastes as well as national, regional and local
economic conditions, demographic trends, traffic patterns, and the type, number
and location of competing restaurants. Dependence on fresh meats and produce
also subjects restaurant companies to the risk that shortages or interruptions
of supply could adversely affect the availability, quality or cost of
ingredients. In addition, factors such as inflation, increased food, labor and
employee benefit costs and the availability of qualified management and hourly
employees also may adversely affect the restaurant industry generally and the
Company's restaurants in particular. The Company's significant investment in
and long-term commitment to each of its restaurant sites limits its ability to
respond quickly or effectively to changes in local competitive conditions or
other changes that could affect the Company's operations. The Company's
continued success is dependent to a large extent on its reputation for
providing high quality and value and this reputation may be affected not only
by performance of Company-owned restaurants but also by the performance of
franchisee-owned restaurants over which the Company has limited control.

GOVERNMENT REGULATION

Each Roadhouse Grill restaurant is subject to and affected by various
federal, state and local laws and governmental regulations, including those
relating to the preparation, sale and service of food and alcoholic beverages,
designation of non-smoking and smoking areas, accessibility of restaurants to
disabled customers, development and construction of restaurants and
environmental matters. Difficulties or failures in obtaining the required
construction and operating licenses, permits or approvals could delay or
prevent the opening of a new restaurant. Roadhouse Grill believes that it is
operating in compliance in all material respects with applicable laws and
regulations that govern its operations.

Roadhouse Grill, Inc. is also subject to laws governing its relationship
with employees, including minimum wage requirements, overtime, working
conditions and immigration requirements. Legislative proposals are under
consideration by governmental authorities from time to time that would, if
enacted, have a material adverse effect on the Company's business by increasing
the Company's operating costs. There is no assurance that the Company would be
able to pass such increased costs on to its guests or that, if it were able to
do so, it could do so in a short period of time.

Alcoholic beverage control regulations require each Roadhouse Grill
restaurant to apply to a state authority and, in certain locations, county
and/or municipal authorities for a license or permit to sell alcoholic
beverages on the premises and to provide service for extended hours. Typically,
licenses must be renewed annually and may be revoked or suspended for cause at
any time. If a liquor license for any restaurant were lost, revenues for that
restaurant would be adversely affected. Alcoholic beverage control regulations
relate to numerous aspects of the Company's restaurants, including minimum age
of patrons consuming and employees serving alcoholic beverages, hours of
operation, advertising, wholesale purchasing, inventory control, and handling,
storage and dispensing of alcoholic beverages. The Company is also subject to
"dram-shop" statutes, which generally provide a person, injured by an
intoxicated person the right to recover damages from an establishment that
wrongfully served alcoholic beverages to the intoxicated person. The Company
carries liquor liability coverage as part of its existing comprehensive general
liability insurance.

In connection with its sale of franchises, the Company is subject to the
United States Federal Trade Commission rules and regulations and state laws
that regulate the offer and sale of franchises. The Company also is subject to
laws that regulate certain aspects of the franchise relationship.

The Company is subject to various local, state and federal laws regulating
the discharge of pollutants into the environment. The Company believes that its
operations are in compliance in all material respects with applicable
environmental laws and regulations. The Company conducts environmental audits
of all proposed restaurant sites in order to determine whether there is any
evidence of contamination prior to purchasing or entering into a lease with
respect to such sites. However, there can be no assurance that the Company will
not incur material environmental liability in connection with any of its owned
or leased properties.

8
<PAGE> 11

EMPLOYEES

At April 25, 1999, the Company employed approximately 4,673 persons, of
whom 4,229 were restaurant employees, 404 were restaurant management and
supervisory personnel, and 40 were corporate personnel. Restaurant employees
include both full-time and part-time workers and substantially all are paid on
an hourly basis. No Company employees are covered by collective bargaining
agreements, and the Company has never experienced an organized work stoppage,
strike or labor dispute. The Company believes its relations with its employees
are generally satisfactory.

TRADEMARKS, SERVICE MARKS AND TRADE DRESS

Roadhouse Grill, Inc. believes that its rights in trademarks, service
marks and trade dress are important to its marketing efforts. Roadhouse Grill
has registered the "Roadhouse Grill" service mark, the "Cowboy Jim and rocking
chair" design and the slogan "Good Food and a Smile . . . That's Roadhouse
Style" with the U.S. Patent and Trademark Office. The Company currently has
registered the "Roadhouse Grill" service mark in France and Malaysia and has
been approved for registration in Canada. Roadhouse Grill has certain foreign
trademarks in various stages of the registration process; however, the Company
has temporarily ceased the registration process in several countries and will
resume such process on a case-by-case basis in certain of those countries in
the near future.

ITEM 2. PROPERTIES

As of April 25, 1999, all but 13 of the Company's restaurants were located
in leased space. Initial lease expirations range from five to twenty years,
with the majority of these leases providing renewal options extending the lease
term. All of the Company's leases provide for a minimum annual rent, and several
of the leases call for additional rent based on sales volume at the particular
location over specified minimum levels. Generally, the leases are triple net
leases which require the Company to pay the costs of insurance, taxes and a
portion of the lessors' operating costs. The Company believes its facilities are
in satisfactory condition, are suitable for their intended use and are, in the
aggregate, sufficient for the present business needs of the Company.

9
<PAGE> 12

The Company leases approximately 8,000 square feet for its corporate offices in
Fort Lauderdale, Florida. Its lease for this office space expired September 30,
1998 and the Company has been on a month-to-month rental since that time. The
Company has purchased an office building in the same general vicinity, which is
approximately 30,000 square feet and expects to relocate its corporate
functions to the new facility in the latter part of calendar year 1999. The
Company will occupy approximately 17,000 square feet of the new facility and
attempt to lease out the excess space on short-term leases.

ITEM 3. LEGAL PROCEEDINGS

The Company is a party to certain legal proceedings arising in the
ordinary course of business. While it is not possible to predict or determine
the outcome of any of these proceedings, in the opinion of the Company, based
on review by legal counsel, any resulting liability will not have a material
adverse effect on the Company's financial position or results of operations or
its business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no maters submitted for a vote of security holders during the
fourth quarter of fiscal year 1999.

10
<PAGE> 13

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

MARKET INFORMATION

As of June 11, 1999, the Company's authorized and issued common equity
consists of 9,708,741 shares of common stock, par value $.03 per share.

The common stock of the Company has been traded on the Nasdaq National
Market System since the Company's initial public offering on November 26, 1996
under the symbol "GRLL".

The following table sets forth, for the periods indicated, the highest
and lowest closing sale prices for the Common Stock, as reported by the Nasdaq
National Market:

HIGH LOW
---- ---
FISCAL 2000
-----------
FIRST QUARTER 6.88 5.63
(THROUGH JULY 23, 1999)

FISCAL 1999
-----------
First Quarter 6.31 4.19
Second Quarter 5.13 2.75
Third Quarter 6.25 3.63
Fourth Quarter 6.19 4.25

TRANSITION PERIOD
-----------------
January 1998 3.63 3.13
February 1998 4.50 3.25
March 1998 4.25 3.94
April 1998 4.69 3.88

FISCAL 1997
-----------
First Quarter 7.50 4.88
Second Quarter 6.00 5.00
Third Quarter 7.81 4.63
Fourth Quarter 5.19 3.19

On July 23, 1999, the last reported sales price of the common stock on the
Nasdaq National Market was $6.06.

DIVIDEND POLICY

The Company has not declared or paid any cash dividends or distributions
on its capital stock in the past fiscal years. The Company does not intend to
pay any cash dividends on its common stock in the foreseeable future, as the
current policy of the Company's Board of Directors is to retain all earnings to
support operations and finance expansion. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources." Future declaration and payment of dividends, if any, will
be determined in light of then current conditions, including the Company's
earnings, operations, capital requirements, financial condition, and other
factors deemed relevant by the Board of Directors.

11
<PAGE> 14

SHAREHOLDERS

As of June 11, 1999, there were 66 holders of record of the Company's
common stock. The Company believes a certain portion of the Company's
outstanding common stock may be held of record in broker "street name" for the
benefit of individual investors.

12
<PAGE> 15

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth for the periods and the dates indicated
selected financial data of the Company. The following should be read in
conjunction with the Consolidated Financial Statements and Notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing elsewhere in this Form 10-K.

($ in thousands, except per share data)

<S> <C> <C> <C> <C> <C> <C> <C>
Total revenues $ 120,681 $ 100,194 $ 37,684 $ 30,285 $ 92,795 $ 62,433 $ 34,275
Cost of restaurant sales:
Food and beverage 39,505 33,065 12,130 10,056 30,991 21,382 12,084
Labor and benefits 33,897 29,232 10,340 8,957 27,849 19,748 12,019
Occupancy and other 23,776 19,938 7,856 5,495 17,577 12,747 8,197
Pre-opening amortization 1,318 1,822 520 719 2,021 1,027 513
---------- --------- --------- --------- --------- --------- ---------

Total cost of restaurant
sales 98,496 84,057 30,846 25,227 78,438 54,904 32,813

Depreciation and amortization 7,351 5,672 2,145 1,454 4,981 3,136 1,663
General and administrative 6,766 6,645 2,210 1,773 6,208 4,471 3,328
Impairment of long-lived assets -- 1,120 -- -- 1,120 -- --
---------- --------- --------- --------- --------- --------- ---------

Total operating expenses 112,613 97,494 35,201 28,454 90,747 62,511 37,804
---------- --------- --------- --------- --------- --------- ---------

Operating income (loss) 8,068 2,700 2,483 1,831 2,048 (78) (3,529)

Other income (expense):
Interest expense, net (2,210) (1,924) (719) (347) (1,552) (1,296) (404)
Equity in income (loss) of
affiliates(1) (3) 90 57 29 62 206 284
Other, net 386 314 119 110 320 278 159
Loss on sale of investment in
affiliate -- (611) -- -- (611) -- --
---------- --------- --------- --------- --------- --------- ---------
Total other income
(expense) (1,827) (2,131) (543) (208) (1,781) (812) 39
---------- --------- --------- --------- --------- --------- ---------
Pretax income (loss) 6,241 569 1,940 1,623 267 (890) (3,490)
Income tax expense 233 216 81 40 175 -- --
---------- --------- --------- --------- --------- --------- ---------

Net income (loss) $ 6,008 $ 353 $ 1,859 $ 1,583 $ 92 $ (890) $ (3,490)
========== ========= ========= ========= ========= ========= =========

Basic net income (loss)
per common share $ 0.63 $ 0.04 $ 0.20 $ 0.17 $ 0.01 $ (0.18) $ (1.00)
========== ========= ========= ========= ========= ========= =========

Diluted net income (loss)
per common share $ 0.62 $ 0.04 $ 0.20 $ 0.17 $ 0.01 $ (0.18) $ (1.00)
========== ========= ========= ========= ========= ========= =========

Weighted average common
shares outstanding 9,536,631 9,305,408 9,305,408 9,305,408 9,305,408 4,909,894 3,496,570
========== ========= ========= ========= ========= ========= =========

Weighted average common
shares and share equivalents
outstanding--assuming dilution 9,668,469 9,315,139 9,326,642 9,315,307 9,305,408 4,909,894 3,496,570
========== ========= ========= ========= ========= ========= =========
</TABLE>

- ----------------------------------
(1) See Note 1 of Consolidated Financial Statements.

13
<PAGE> 16

($ in thousands, except per share data)

(UNAUDITED)
17 WEEKS 17 WEEKS
(UNAUDITED) ENDED ENDED
FISCAL FISCAL APRIL 26, APRIL 27, FISCAL FISCAL FISCAL
--------------------------------------------------------------------------------------
BALANCE SHEET DATA: 1999 1998 1998 1997 1997 1996 1995
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Working capital (deficit) $ (3,989) $(5,864) $(5,864) $(10,776) $(5,886) $(5,605) $(7,560)
Total assets 91,283 80,109 80,109 67,943 75,432 67,335 42,201
Long-term debt and due to related
parties, including current portion 19,505 19,095 19,095 12,850 18,115 13,657 13,324
Obligations under capital leases,
including current portion 11,933 7,542 7,542 4,186 7,908 4,271 4,484
Total shareholders' equity $ 50,677 $43,154 $43,154 $42,705 $41,295 $41,100 $20,261
</TABLE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The Company operates, franchises and licenses high-quality full-service
casual dining restaurants under the name "Roadhouse Grill." The Company was
founded in 1992 and opened its first restaurant in 1993. As of April 25, 1999,
there were 56 Company-owned, three franchised and one licensed Roadhouse Grill
restaurants located in Alabama, Arkansas, Florida, Georgia, Louisiana,
Mississippi, Nevada, New York, Ohio, South Carolina and Tennessee. Of the 56
Company-owned restaurants open as of April 25, 1999, 31 are situated in
Florida. One of the franchised restaurants is located in Kuala Lumpur, capital
city of Malaysia.

On December 11, 1997, the Company's Board of Directors voted to change the
Company's fiscal year to the last Sunday in April.

The Company's revenues are derived primarily from the sale of food and
beverages. In fiscal year 1999, restaurant sales generated from lunch and
dinner amounted to approximately 28% and 72% of restaurant sales, respectively.
Restaurant sales of food and beverages accounted for approximately 89% and 11%,
respectively, of total restaurant sales in fiscal year 1999. Franchise and
management fees during fiscal year 1999 accounted for less than 1% of the
Company's total revenues. Restaurant operating expenses include food and
beverage, labor, direct operating and occupancy costs. Direct operating costs
consist primarily of costs of expendable supplies, marketing and advertising
expense, maintenance, utilities and restaurant general and administrative
expenses. Occupancy costs include rent, real estate and personal property taxes
and insurance. Certain elements of the Company's restaurant operating expenses,
including direct operating and occupancy costs and to a lesser extent labor
costs, are relatively fixed. The Company capitalizes restaurant pre-opening
costs and amortizes such costs over the 12-month period following a restaurant
opening. Pre-opening costs consist of direct costs related to hiring and
training the initial work force and other direct costs associated with opening a
new restaurant. During fiscal year 1999, pre-opening costs incurred in
connection with the opening of 12 Company-owned restaurants averaged
approximately $144,000.

The Company's new restaurants can be expected to generate above-average
sales during the initial weeks that the restaurant is open, commonly referred
to as the "honeymoon" period. As the restaurant is open longer, sales generally
decline after initial trial by guests. There is no assurance that a new
Roadhouse Grill restaurant will attain the average unit volume that has been
the Company's historical experience. Furthermore, costs during the first
several months of operation can be expected to be higher than the Company's
average costs, primarily cost of food and beverage sales and labor costs. There
is no assurance that these costs will decline as the restaurant matures or that
it will attain average costs.

Effective April 26, 1999, which is the beginning of the Company's new
fiscal year, the Company will adopt Statement of Position 98-5, "Reporting on
the Costs of Start-Up Activities" ("SOP 98-5"). SOP 98-5 defines start-up
activities broadly (including organizational costs) and requires that the cost
of start-up activities be expensed as incurred. SOP 98-5 amends provisions of a
number existing SOP's and audit and accounting guides. SOP 98-5 is effective
for fiscal years beginning after December 15, 1998. The effect of initially
applying the provisions of SOP 98-5 will be reported as a change in accounting
principle at the beginning of the period of adoption and thereafter all such
costs will be expensed as incurred.

14
<PAGE> 17

The average cash investment of the 44 Company-owned Roadhouse Grill
restaurants open the entire 52 weeks in fiscal year 1999 was approximately $1.3
million, including building structures (where applicable), building or
leasehold improvements and equipment and fixtures, but excluding land and
pre-opening costs. The average land acquisition cost for the 13 restaurant
sites owned by the Company was approximately $911,000. The Company has obtained
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 annual occupancy cost for the restaurant sites leased by the
Company is approximately $100,000 per site. The Company expects that the
average cash investment required to open new restaurants in fiscal year 2000,
excluding land and pre-opening costs, will be approximately $1.1 million to
$1.6 million, depending upon whether the Company converts an existing building
or constructs a ground-up restaurant.

In February 1998, the Company's Board of Directors elected Vincent Tan as
Chairman of the Board of Directors of the Company. Mr. Tan replaced Tan Kim Poh
who passed away in January 1998. Vincent Tan is the Chairman and Chief
Executive Officer of Berjaya Group Berhad, a Malaysian Company which owns
Berjaya, the majority shareholder of the Company. Berjaya Group Berhad is a
company headquartered in Malaysia with over 22,000 employees worldwide.

In February 1998, the Company's Board of Directors elected Ayman Sabi as
President and Chief Executive Officer of the Company. Mr. Sabi served as
Chairman of the Company's Executive Committee from November 1997 to February
1998. He is also a director and shareholder of the Company and has significant
experience in the restaurant and retail industries.

In August 1996, the Company entered into an agreement to purchase the
remaining 50 percent interest in Kendall Roadhouse Grill, L.C., a limited
liability company that owned the Kendall restaurant from the joint venture
partners for a purchase price of $2.3 million. The purchase price was to be paid
from the proceeds of the Initial Public Offering ("IPO") completed by the
Company in November 1996, in which 2,500,000 shares were sold at $6.00 per
share. During the first quarter of 1997, the agreement was amended as follows:
the purchase price was changed to $1.8 million with a deposit of $400,000 paid
in January 1997, and the remaining $1.4 million payable by December 31, 1997
when the acquisition is closed and consummated. Subsequent to December 1997, the
Company negotiated the price down to $1.6 million and completed the purchase on
August 14, 1998. The Company accounted for this transaction using the purchase
method of accounting. The purchase price was allocated based on the fair value
of the assets acquired at the time of acquisition. The excess of the purchase
price over the fair value of the assets acquired was recorded as goodwill and is
being amortized over 16 years.

In December 1996, the Company purchased from an unaffiliated third party
a 50% interest in Boca Roadhouse, L.C., a limited liability company that owns
the Boca Raton, Florida, Roadhouse Grill restaurant ("Boca"). Prior to the
acquisition, the restaurant had been a franchise managed by the Company under a
management agreement. In December 1997, operations at Boca were discontinued
and the Company sold its interest in Boca to Boca Raton Roadhouse Grill, L.C.,
recognizing a loss of $611,000.

15
<PAGE> 18
RESULTS OF OPERATIONS

The following table sets forth for the periods indicated the percentage
relationship to total revenues of certain statements of operations data.

STATEMENTS OF OPERATIONS DATA

17 Weeks 17 Weeks
Ended Ended
Fiscal Fiscal April 26, April 27, Fiscal Fiscal
1999 1998 1998 1997 1997 1996
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Total revenues 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of Company restaurant sales:
Food and beverage 32.7 33.0 32.2 33.2 33.4 34.2
Labor and benefits 28.1 29.2 27.4 29.6 30.0 31.6
Occupancy and other 19.7 19.9 20.8 18.1 18.9 20.5
Pre-opening amortization 1.1 1.8 1.4 2.4 2.2 1.6
------------------------------------------------------------------
Total cost of Company restaurant sales 81.6 83.9 81.8 83.3 84.5 87.9

Depreciation and amortization 6.1 5.7 5.7 4.8 5.4 5.0
General and administrative 5.6 6.6 5.9 5.9 6.7 7.2
Impairment of long-lived assets -- 1.1 -- -- 1.2 --
------------------------------------------------------------------
Total operating expenses 93.3 97.3 93.4 94.0 97.8 100.1

Operating income (loss) 6.7 2.7 6.6 6.0 2.2 (0.1)
Total other income (expense) (1.5) (2.1) (1.4) (0.6) (1.9) (1.3)
------------------------------------------------------------------
Pretax income (loss) 5.2 0.6 5.2 5.4 0.3 (1.4)
Income tax expense 0.2 0.2 0.2 0.1 0.2 --
------------------------------------------------------------------
Net income (loss) 5.0% 0.4% 5.0% 5.3% 0.1% (1.4)%
==================================================================
Restaurant Data:

Company-owned restaurants:
Beginning of period 44 34 42 31 31 19
Opened 12 10 2 3 11 12
------------------------------------------------------------------
End of period 56 44 44 34 42 31
Franchised restaurants 3 3 3 3 3 3
Licensed restaurants 1 -- -- -- -- --
------------------------------------------------------------------
Total restaurants 60 47 47 37 45 34
==================================================================
</TABLE>

FIFTY-TWO WEEKS ENDED APRIL 25, 1999 ("FISCAL YEAR 1999") COMPARED TO THE
FIFTY-TWO WEEKS ENDED APRIL 26, 1998 ("FISCAL YEAR 1998")

Restaurants open. At April 25, 1999 there were 56 Company-owned
restaurants open, including the Kendall Roadhouse Grill restaurant ("Kendall").
On August 14, 1998, the Company purchased the remaining 50% equity interest
outstanding in Kendall. At April 26, 1998, there were 44 Company-owned
restaurants, excluding Kendall and Boca, which were owned by limited liability
companies in which the Company held a 50% ownership interest. (In December 1997,
the Company sold its ownership interest in Boca). The 12 new restaurants opened
during fiscal year 1999 represents a 27.3% increase in the number of
Company-owned restaurants from the end of fiscal year 1998 to the end of fiscal
year 1999.

16
<PAGE> 19
Total revenues. Total revenues increased $20.5 million, or 20.4%, from
$100.2 million for fiscal year 1998 to $120.7 million for fiscal year 1999.
This increase is primarily attributable to sales generated at the 12 new
restaurants opened by the Company since the end of fiscal year 1998 and the
full year operations of the 10 new restaurants opened in fiscal year 1998 that
were open and operating only partially during fiscal year 1998. Sales at
comparable restaurants for fiscal year 1999 were even with sales in the prior
year comparable period. This was due in part to the late start of the tourist
season in Florida. At the end of fiscal year 1999, the Company operated 31
Company-owned restaurants in Florida. A restaurant is considered comparable
after its first 18 months of operation.

Food and beverage. Food and beverage costs increased $6.4 million, or
19.5%, during fiscal year 1999 to $39.5 million from $33.1 million in fiscal
year 1998. The increase is primarily attributable to the opening and operating
of 12 new restaurants since the end of fiscal year 1998 and the full year of
operations of the 10 new restaurants opened in fiscal year 1998 that were open
and operating only partially during that fiscal year. As a percentage of total
revenues, food and beverage costs decreased 0.3 percentage points to 32.7% for
fiscal year 1999 from 33.0% for fiscal year 1998.

Labor and benefits. Labor and benefits costs increased $4.7 million to
$33.9 million in fiscal year 1999, or 16.0%, from $29.2 million in fiscal year
1998. The increase is primarily due to the operation of 12 new restaurants
opened since the end of the fiscal year 1998 as well as the full year of
operations of the 10 restaurants opened during fiscal year 1998 that were open
and operating only partially during that fiscal year. However, as a percentage
of sales, labor and benefits costs decreased by 1.1 percentage points to 28.1%
for fiscal year 1999 from 29.2% for fiscal year 1998. This decrease is
primarily due to the restructuring of the restaurant level management team,
improved productivity of the Company's in-store meat operation and including
hostesses as tipped employees eligible for the tip credit. Previously,
hostesses were paid a higher rate per hour.

Occupancy and other. Occupancy and other costs increased $3.9 million to
$23.8 million in fiscal year 1999, or 19.2%, from $19.9 million in fiscal year
1998. The increase is primarily due to the operation of 12 new restaurants
opened since the end of fiscal year 1998 and the full year of operations of the
10 new restaurants opened during fiscal year 1998 that were open and operating
only partially during that fiscal year. As a percentage of sales, occupancy and
other costs decreased by 0.2 percentage points from 19.9% for fiscal year 1998
to 19.7% for fiscal year 1999. Partially offsetting the decline in occupancy and
other costs as a percentage of total revenues was an increase in marketing and
advertising costs in fiscal year 1999. As a percentage of total revenues,
marketing and advertising costs rose to 3.3% in fiscal year 1999 compared to
2.1% of total revenues in fiscal year 1998.

Pre-opening amortization. Pre-opening amortization decreased $504,000 to
$1.3 million in fiscal year 1999, or 27.7%, from $1.8 million in fiscal year
1998. The decrease is primarily due to lower expenditures on pre-opening costs
for new restaurants during fiscal year 1999 than was expended on pre-opening
costs for restaurants opened in fiscal year 1998.

Depreciation and amortization. Depreciation and amortization increased
$1.7 million to $7.4 million in fiscal year 1999, or 29.6%, from $5.7 million
in fiscal year 1998. The increase is primarily due to the operation of 12 new
restaurants opened since the end of fiscal year 1998 and the full year of
operations of the 10 new restaurants opened in fiscal year 1998 that were open
and operating only partially during that fiscal year. As a percentage of sales,
depreciation and amortization increased by 0.4 percentage points from 5.7% for
fiscal year 1998 to 6.1% for fiscal year 1999.

General and administrative. General and administrative costs increased
$121,000 to $6.8 million in fiscal year 1999, or 1.8%, from $6.6 million in
fiscal year 1998. As a percentage of sales, general and administrative costs
decreased 1.0 percentage points from 6.6% for fiscal year 1998 to 5.6% for
fiscal year 1999. This percentage decrease was a result of the increase in the
revenue base since fiscal year 1998 and the fixed nature of general and
administrative costs.

Impairment of long-lived assets. During fiscal year 1998, the Company
recognized an impairment loss of $1.1 million relating to the write-down of
assets of two Company-owned restaurants. The write-down was calculated according
to the provisions of Statement of Financial Accounting Standards No. 121
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed Of".

Total other income (expense). Total other income (expense) decreased
$304,000 in expense to $1.8 million in fiscal year 1999, or 14.3%, from $2.1
million in fiscal year 1998. During fiscal year 1998 third quarter, the Company
incurred a loss of $611,000 on the sale of the Boca Raton, Florida restaurant.
The decrease is offset by additional interest expense on additional debt
incurred due to the development and opening of 12 new restaurants since the end
of fiscal year 1998.

Income tax. The Company has a valuation allowance that offsets a portion
of its net deferred tax assets. Each quarter management determines, based on
projections, the realizability of the related deferred tax assets in future
years and reduces the allowance to the extent year-to-date income is available
to realize the benefit of the deferred tax assets. The reduction of the
valuation allowance currently minimizes income tax expense. Income tax expense
of $233,000 and $216,000 in fiscal year 1999 and fiscal year 1998,
respectively, represent state income tax and alternative minimum tax.

17
<PAGE> 20

17 WEEKS ENDED APRIL 26, 1998 ("STUB PERIOD 1998") COMPARED TO THE 17 WEEKS
ENDED APRIL 27, 1997 ("STUB PERIOD 1997")

Restaurants open. At April 26, 1998, there were 44 Company-owned
restaurants in operation, excluding Kendall. At April 27, 1997, there were 34
Company-owned restaurants, excluding Kendall and Boca. (In December 1997, the
Company sold its ownership interest in the limited liability company, which
owned Boca.) This represented a 29.4% increase in the number of Company-owned
restaurants.

Total Revenues. Total revenues increased $7.4 million, or 24.4%, from
$30.3 million for the stub period 1997 to $37.7 million for the stub period
1998. The increase was primarily attributable to the operation of 10 new
restaurants opened since the end of the stub period 1997. Sales at comparable
stores were up 0.2% reversing a three-year period of declines. This positive
trend resulted from a media advertising campaign launched in February 1998.
In the comparable period of 1997, advertising expenditures had been curtailed.

Food and beverage. Food and beverage costs as a percentage of sales
decreased by 1.0 percentage points to 32.2% for the stub period 1998 from 33.2%
for the stub period 1997. This decrease was primarily due to improved
management of such costs in field operations as well as corporate management
and to food and bar cost models designed to improve margins through reduced
costs.

Labor and benefits. Labor and benefits costs increased $1.3 million to
$10.3 million for the stub period 1998, or 15.4%, from $9.0 million for the
stub period 1997. The increase was primarily due to the operation of 10 new
restaurants opened since the end of stub period 1997. However, as a percentage
of sales, labor and benefits costs decreased by 2.2 percentage points to 27.4%
for the stub period 1998 from 29.6% for the stub period 1997. This decrease was
primarily due to the restructuring of the restaurant level management team,
improved productivity of the Company's in-store meat operation and including
hostesses as tipped employees eligible for the tip credit. Previously,
hostesses were paid a higher rate per hour.

Occupancy and other. Occupancy and other costs increased $2.4 million to
$7.9 million in the stub period 1998 or 43.0%, from $5.5 million in the stub
period 1997. The increase is primarily due to the operation of 10 new
restaurants opened since the end of stub period 1997. As a percentage of sales,
occupancy and other costs increased by 2.7 percentage points from 18.1% for the
stub period 1997 to 20.8% for the stub period 1998. This increase was due to
management's conscious decision to concentrate on building brand-awareness
through investment spending on production and media advertising. Advertising
expense was curtailed in the prior year's comparable period.

Pre-opening amortization. Pre-opening amortization decreased $199,000 to
$520,000 for the stub period 1998, or 27.7%, from $719,000 for the stub period
1997. The decrease is primarily due to lower expenditures on pre-opening costs
for new restaurants during the stub period 1998 than was expended on
pre-opening costs for restaurants opened in the stub period 1997.

Depreciation and amortization. Depreciation and amortization increased
$691,000 to $2.1 million for the stub period 1998, or 47.5%, from $1.5 million
for the stub period 1997. The increase was due to the Company entering into
sale-leaseback transactions for the financing of certain restaurant furniture,
fixtures and equipment. The transactions resulted in capital leases with terms
shorter than the original lives of the furniture, fixtures and equipment. As a
percentage of sales, depreciation and amortization increased by 0.9 percentage
points from 4.8% for the stub period 1997 to 5.7% for the stub period 1998.

General and administrative. General and administrative costs increased
$437,000 to $2.2 million for the stub period 1998, or 24.6%, from $1.8 million
for the stub period 1997. As a percentage of sales, general and administrative
costs were comparable for both periods presented.

Total other income (expense). Total other income (expense) increased
$335,000 in expense to $543,000 for the stub period 1998, or 161.0%, from
$208,000 for the stub period 1997. The increase was attributable to additional
interest expense on new debt incurred due to the development and opening of 10
new restaurants since the end of the stub period 1997.

Income tax. The Company has a valuation allowance that offsets a portion
of its net deferred tax assets. Each quarter management determines, based on
projections, the realizability of the related deferred tax assets in future
years and reduces the allowance to the extent year-to-date income is available
to realize the benefit of the deferred tax assets. The reduction of the
valuation allowance currently minimizes income tax expense. Income tax expense
of $81,000 and $40,000 in the stub period 1998 and the stub period 1997,
respectively, represent state income tax and alternative minimum tax.

18
<PAGE> 21
FIFTY-TWO WEEKS ENDED DECEMBER 28, 1997 ("FISCAL YEAR 1997") COMPARED TO
THE FIFTY-TWO WEEKS ENDED DECEMBER 29, 1996 ("FISCAL YEAR 1996")

Restaurants open. At the beginning of fiscal year 1997, there were 31
Company-owned restaurants in operation (excluding Kendall and Boca, which were
owned by limited liability companies in which the Company held a 50% ownership
interest). During fiscal year 1997, the Company opened 11 new restaurants and
sold its ownership interest in Boca, ending the year with 42 Company-owned
restaurants in operation (excluding Kendall). This represents a 35.5%
year-over-year increase in the number of Company-owned restaurants.

Total revenues. Total revenues increased $30.4 million, or 48.6%, from
$62.4 million in fiscal year 1996 to $92.8 million for fiscal year 1997. This
increase was attributable to sales generated at the 11 restaurants opened since
the end of fiscal year 1996 and the full year operations of the 12 new
restaurants opened in fiscal year 1996 that were open and operating only
partially during fiscal year 1996. Sales at comparable stores for fiscal year
1997 decreased by 3.2% compared to fiscal year 1996.

Food and beverage. Food and beverage costs as a percentage of sales
decreased by 0.8 percentage points to 33.4% for fiscal year 1997 from 34.2% for
fiscal year 1996. This decrease was due to various margin improvement
initiatives and an increase in the availability of volume discounts.

Labor and benefits. Labor and benefits costs increased $8.1 million to
$27.8 million for fiscal year 1997, or 41.0%, from $19.7 million for fiscal
year 1996. The increase was primarily due to the operation of 11 new
restaurants opened during fiscal year 1997. However, as a percentage of sales,
labor and benefits costs decreased by 1.6 percentage points to 30.0% for fiscal
year 1997 from 31.6% for fiscal year 1996. This decrease was primarily due to a
larger base of mature restaurants and improved productivity.

Occupancy and other. Occupancy and other costs increased $4.9 million to
$17.6 million in fiscal year 1997, or 37.9%, from $12.7 million in fiscal year
1996. The increase is primarily due to the operation of 11 new restaurants
opened since the end of fiscal year 1996. As a percentage of sales, occupancy
and other costs decreased by 1.6 percentage points from 20.5% for fiscal year
1996 to 18.9% for fiscal year 1997. This decrease is primarily attributable to
operating efficiencies achieved in direct operating expenses and a decrease in
marketing expense.

Pre-opening amortization. Pre-opening amortization decreased $994,000 to
$2.0 million in fiscal year 1997, or 96.8%, from $1.0 million in fiscal year
1996. The decrease is primarily due to lower expenditures on pre-opening costs
for new restaurants during fiscal year 1997 than was expended on pre-opening
costs for restaurants opened in fiscal year 1996.

Depreciation and amortization. Depreciation and amortization increased
$1.9 million to $5.0 million for fiscal year 1997, or 58.8%, from $3.1 million
for fiscal year 1996. The increase was due to the Company entering into
sale-leaseback transactions for the financing of certain restaurant furniture,
fixtures and equipment. The transactions resulted in capital leases with terms
shorter than the original lives of the furniture, fixtures and equipment. As a
percentage of sales, depreciation and amortization increased by 0.4 percentage
points from 5.0% for fiscal year 1996 to 5.4% for fiscal year 1997.

General and administrative. General and administrative costs increased
$1.7 million to $6.2 million for fiscal year 1997, or 38.9%, from $4.5 million
for fiscal year 1996. As a percentage of sales, general and administrative
costs declined 0.5 percentage points in fiscal year 1997 to 6.7% from 7.2% in
fiscal year 1996.

Impairment of long-lived assets. In fiscal year 1997, the Company
recognized an impairment loss of $1.1 million relating to the write-down of
assets of two Company-owned restaurants. The write-down was calculated according
to the provisions of Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed Of". This Statement requires that long-lived assets be reviewed for
impairment whenever circumstances indicate that the carrying amount of an asset
may not be recoverable. The impairment loss to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the fair value of the
assets.

Total other income (expense). Total other income (expense) increased $1.0
million in expense to $1.8 million for fiscal year 1997, or 119.3%, from
$812,000 for fiscal year 1996. The increase is primarily due to a loss incurred
on the sale of Boca during fiscal 1997. The loss totaled $611,000, or 0.7% of
revenues. This was partially offset by a decrease in interest expense.

Income tax. The Company has a valuation allowance that offsets a portion
of its net deferred tax assets. Each quarter management determines, based on
projections, the realizability of the related deferred tax assets in future
years and reduces the allowance to the extent year-to-date income is available
to realize the benefit of the deferred tax assets. The reduction of the
valuation allowance currently minimizes income tax expense. Income tax expense
of $175,000 for fiscal year 1997 represents state income tax and alternative
minimum tax.

LIQUIDITY AND CAPITAL RESOURCES

The Company requires capital principally for the opening of new
restaurants and, to date, has financed its requirements through privately
placed equity financing, a public offering of equity, bank borrowings,
operating and capital leases, borrowings from related parties, and cash flows
from operations.

19
<PAGE> 22

As of July 23, 1999, the Company has available to it approximately $25.0
million in sale-lease back credit facilities. Of this amount approximately
$15.0 million is available from Franchise Finance Corporation of America
("FFCA") and approximately $10.0 million is available from CNL Fund Advisors,
Inc. ("CNL"). These sale-leaseback credit facilities are available for
development by the Company of new Roadhouse Grill restaurants. The credit
facility with FFCA expires in August 1999 and the credit facility with CNL
expires in January 2000. While the Company anticipates securing additional
sale-leaseback credit facilities with both FFCA and CNL upon expiration of the
current agreements, there is no assurance that the Company can, if fact, secure
any credit facilities with FFCA, CNL or any other lending institution. If the
Company fails to obtain additional capital through some type of financing, its
expansion plans for fiscal year 2000 and beyond would be greatly reduced.

In September 1997, the Company entered into a $15.0 million loan facility
with Finova Capital Corporation. The facility consists of a 15-year term loan
collateralized by real estate with a 9.55% interest rate. The proceeds were
used in part to liquidate existing mortgages on 12 restaurants, which amounted
to $7.4 million as of September 1997. The remaining balance of $7.3 million,
net of fees and other costs, was primarily used for expansion of the Company's
operations. Monthly principal and interest payments for this facility are due
through October 2012.

During January 1999, the Company entered into a Master Security Agreement
with Pacific Financial Company. The agreement consists of three 5-year term
loans collateralized by personal property and fixtures at three Company-owned
restaurants with an effective interest rate of 10.74%. Monthly principal and
interest payments are due through February 2004.

The Company's capital expenditures aggregated approximately $14.6 million
and $15.2 million in fiscal year 1999 and 1998, respectively, primarily for new
restaurant expansion.

The Company plans to open approximately 15 new Company-owned Roadhouse
Grill restaurants in fiscal year 2000. The development costs for a restaurant
may increase substantially when the Company purchases or leases land for the
building site and constructs a restaurant from the ground-up. The average cash
investment for the 12 new restaurants opened during fiscal year 1999 was
approximately $1.4 million for units in remodeled buildings (5 units) and
approximately $1.5 million for from-the-ground-up units constructed (7 units).
This average cash investment includes building structures (where applicable),
building or leasehold improvements, and equipment and fixtures, but excludes
land and pre-opening costs. Costs for land, if purchased, have ranged from
approximately $550,000 to $1.2 million per site. The Company has estimated
capital expenditures to be approximately $20.0 million to $25.0 million in
fiscal year 2000. Actual capital needs could vary significantly depending on the
number of restaurants the Company develops through the lease of space in
existing buildings as compared to the purchase or lease of building sites and
the construction of from-the-ground-up restaurants. The Company expects that in
fiscal year 2000, a greater percentage of restaurant development will come
through the purchase or lease of building sites and construction of ground-up
units compared to prior years, and therefore the Company's average cash
investment in new unit development will be somewhat greater than in prior years.

The Company expects that funds available to it under existing
sale-leaseback credit facilities as well as other sale-leaseback credit
facilities secured along with cash flows from restaurant operations and
equipment financing will fund planned expansion through fiscal year 2000. The
Company will require additional capital to carry out its current expansion plans
beyond fiscal year 2000. Various factors, however, could cause the Company to
use capital more rapidly than planned. These factors include increased
expansion, an increased number of restaurants developed through the purchase or
lease of a building site and the construction of a restaurant from-the-ground-up
rather than through leased space, and decreased cash flows from existing or new
restaurants. Although to date the Company has developed each of its restaurants
individually, it may in the future consider expansion through the acquisition of
groups of existing restaurants (including restaurants owned by its franchisees).
In that case, the Company might use capital more rapidly than expected. If the
Company uses capital more rapidly than expected and/or fails to obtain the
additional required capital through some type of financing, it would reduce
future planned expansion, particularly beyond fiscal year 2000.

As is common in the restaurant industry, the Company has generally
operated with negative working capital ($4.0 million at April 25, 1999). The
Company does not have significant receivables or inventory and receives trade
credit on its purchases of food and supplies.

20
<PAGE> 23

SEASONALITY AND QUARTERLY RESULTS

The Company operates on a fifty-two or fifty-three week fiscal year. The
fiscal year ends on the last Sunday in April and consists of four thirteen week
quarters (except in the case of a fifty-three week year in which the fourth
quarter consists of fourteen weeks) structured as follows:

o 1st Quarter - May, June, July
o 2nd Quarter - August, September, October
o 3rd Quarter - November, December, January
o 4th Quarter - February, March, April

The Company's Roadhouse Grill restaurants have generally experienced higher
average sales in third and fourth quarters ("Winter Months"). As a result,
operating income and net income margins have been and are expected to continue
to be higher in each of those quarters than in the first and second quarters
("Summer Months"). As a general rule, the restaurant industry as a whole
experiences higher average sales, operating and net income in the Summer Months
as opposed to the Winter Months. At April 25, 1999, of the 56 Company-owned
restaurants in operation, 31 are located in Florida which has a significant
influx of tourists during the Winter Months, thus increasing the Company's
sales, operating and net income during that period. Because of the tremendous
amount of tourism in Florida, if tourism declines from one year to the next, it
could have a significant impact on the Company's sales, operating and net income
during the Winter Months.

In addition, quarterly results have been and are expected to continue to
be substantially affected by the timing of new restaurant openings.
Accordingly, quarter-to-quarter comparisons of the Company's results of
operations may not be meaningful. Moreover, because of 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.

To date the Company's primary development has been focused in areas of
the southeastern United States that enjoy more moderate climates than other
regions of the country. During the last several fiscal years, however, the
Company developed a limited number of Roadhouse Grill restaurants in the
Midwest and Northeast. The Company's current plans call for a substantial
increase in development of restaurants in the Midwest and Northeast. Climates
in these regions are less mild and harsh weather conditions (primarily in
winter and late fall) have in the past, and could in the future, adversely
affect the performance of restaurants in these regions and the Company as a
whole.

YEAR 2000 ISSUE

Many software applications and operational programs previously written
were not designed to recognize calendar dates beginning in the Year 2000. The
failure of such applications or programs to properly recognize the dates
beginning in the Year 2000 may result in miscalculations or system failures.
This could have an adverse effect on the Company's operations, if not
corrected.

The Company has appointed a Year 2000 committee which has initiated a
comprehensive project to prepare its information technology systems as well as
non-information technology systems for the Year 2000. The project includes
identification and assessment of software, hardware and equipment that could
potentially be affected by the Year 2000 issue, remedial action and further
testing procedures. The Company plans to complete this project by October 1,
1999. The Company believes that the majority of its information technology
systems and non-information technology systems will be Year 2000 compliant with
minimal modifications required for software applications, hardware and
equipment, and currently estimates that the total cost of its Year 2000 project
will be approximately $150,000. The Company's aggregate cost estimate does not
include time and costs that may be incurred by the Company as a result of any
third parties, including suppliers, to become Year 2000 compliant or costs to
implement any contingency plans.

The Company's most significant third party vendors consist of restaurant
food and supply vendors and other vendors. An initial inventory of all
significant third party vendors, including but not limited to, restaurant food
and supply vendors, banking institutions, credit card processors and information
systems providers such as outside payroll services, has been completed and
letters mailed requesting information regarding each party's Year 2000
compliance status. All responses received to date have indicated the vendor is
now or will be Year 2000 compliant prior to January 1, 2000. The Company has
developed a contingency plan for any vendors that appear to have substantial
Year 2000 operational risks. Such contingency plans may include a change in
vendors to minimize the Company's risks. The effect, if any, on the Company's
results of operations from failure of third parties to be Year 2000 compliant
cannot be reasonably estimated.

The Company believes that it has an effective plan in place to be Year 2000
compliant in a timely manner. However, due to the unique nature of the issue and
the lack of historical experience, it is difficult to predict with certainty
what will happen after December 31, 1999. The Company may encounter
unanticipated third party failures or a failure to successfully conclude its

21
<PAGE> 24

systems remediation efforts. Any of these unforeseen events may have a material
adverse impact on the Company's results of operations, financial condition or
cash flows. Potential sources of risk include the inability of principal
suppliers to be Year 2000 compliant, which could result in delays in product
deliveries from suppliers, and disruption of the distribution channels,
including transportation vendors. The amount of any potential losses related to
these occurrences cannot be reasonably estimated at this time. The company has
developed a contingency plan which is intended to mitigate the effects of
problems experienced by the Company or key vendors or service providers in the
timely implementation of Year 2000 programs.

The most likely worst case scenario for the Company is that a significant
number of Roadhouse Grill restaurants will be temporarily unable to operate due
to public infrastructure failures and/or food supply problems. Some restaurants
may have problems for extended periods of time. The failure of restaurants to
operate would result in reduced revenues and cash flows for the Company during
the disruption period. Loss of restaurant sales would, however, be partially
offset by reduced costs.

IMPACT OF INFLATION

The primary inflationary factors affecting the Company's operations include
food, beverage and labor costs. Labor costs are affected by changes in the labor
market generally and, because many of the Company's employees are paid at
federal and state established minimum wage levels, changes in such wage laws
affect the Company's labor costs. In addition, most of the Company's leases
require the Company to pay taxes, maintenance, repairs and utilities, and these
costs are subject to inflationary pressures. The Company believes recent low
inflation rates in its principal markets have contributed to relatively stable
food and labor costs. There is no assurance that low inflation rates will
continue or that the Company will have the ability to control costs in the
future.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

In April 1998, the AICPA Accounting Standards Executive Committee issued
Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities"
("SOP 98-5"). SOP 98-5 defines start-up activities broadly (including
organizational costs) and requires that the cost of start-up activities be
expensed as incurred. SOP 98-5 amends provisions of a number of existing SOP's
and audit and accounting guides. SOP 98-5 is effective for fiscal years
beginning after December 15, 1998. The Company's current accounting policy is
to capitalize pre-opening costs and amortize them over a one-year period. The
effect of initially applying the provisions of SOP 98-5 will be reported as a
change in accounting principle at the beginning of the period of adoption and
thereafter all such costs will be expensed as incurred. Amounts capitalized as
pre-opening costs as of April 25, 1999 were $1.2 million. The Company will adopt
SOP 98-5 as of April 26, 1999, the beginning of its new fiscal year, and the
current balance capitalized as pre-opening costs will be reported as a change
in accounting principle for the quarter ended July 25, 1999.

In March 1998, the AICPA Accounting Standards Executive Committee issued
Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1 provides
guidance in determining capitalizable costs incurred in connection with the
development or acquisition of internal use software. SOP 98-1 states that
certain costs incurred during the "Application Development Stage," (design of
chosen path, coding, installation to hardware, and testing) be capitalized.
These costs include external direct costs of materials and services consumed in
developing or obtaining internal use software, payroll and payroll-related
costs for employees who are directly associated with and who devote time to the
internal-use software project, and interest cost in accordance with Statement
of Financial Accounting Standards No. 34, "Capitalization of Interest Costs."
SOP 98-1 is effective for fiscal years beginning after December 15, 1998.
Initial application should be as of the beginning of the fiscal year and applied
to costs incurred for all projects during that fiscal year, including projects
in progress upon initial application of SOP 98-1. The Company does not believe
that the adoption of SOP 98-1 will have a material impact on the Company's
consolidated financial statements and notes thereto.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See "Index to Financial Statements" on Page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

22
<PAGE> 25
PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information with respect to the Company's directors is incorporated by
reference to the information contained under the caption "Certain Information
Concerning the Board of Directors" included in the Company's Proxy Statement
relating to the Annual Meeting of Shareholders to be held on November 4, 1999.

The information with respect to the Company's executive officers is
incorporated by reference to the information contained under the caption
"Certain Information Concerning Executive Officers" included in the Company's
Proxy Statement relating to the Annual Meeting of Shareholders to be held on
November 4, 1999.

ITEM 11. EXECUTIVE COMPENSATION

This information is incorporated by reference to the information contained
under the caption "Executive Compensation" included in the Company's Proxy
Statement relating to the Annual Meeting of Shareholders to be held on
November 4, 1999.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

This information is incorporated by reference to the information
contained under the caption "Security Ownership of Officers, Directors, and
Certain Beneficial Owners" included in the Company's Proxy Statement relating
to the Annual Meeting of Shareholders to be held on November 4, 1999.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This information is incorporated by reference to the information contained
under the caption "Certain Relationships and Related Transactions" included in
the Company's Proxy Statement relating to the Annual Meeting of Shareholders to
be held on November 4, 1999.

PART IV

ITEM 14. FINANCIAL STATEMENTS AND EXHIBITS

(a) List of documents filed as part of this report:

1. Consolidated Financial Statements

The Consolidated Financial Statements are listed in the accompanying
"Index to Financial Statements" on Page F-1.

2. Financial Statement Schedules

Financial Statement Schedules are listed in the accompanying "Index
to Financial Statements" on Page F-1

3. Exhibits

The exhibits filed with or incorporated by reference in this report
are as follows:

12.1 - Subsidiaries of the Registrant
27 - Financial Data Schedule (for SEC use only)

(b) Reports on Form 8-K:

The Company filed no reports on Form 8-K during the period covered by
this Form 10-K.

23
<PAGE> 26
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, on this 26th day
of July, 1999.

ROADHOUSE GRILL, INC.

By: /s/ Ayman Sabi
---------------------------
Ayman Sabi
President, Chief Executive
Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signatures Title Date
---------- ----- ----

<S> <C> <C>
/s/ Ayman Sabi President, Chief Executive July 26, 1999
- ----------------------------------- Officer and Director -------------
Ayman Sabi (Principal Executive Officer)

/s/ Glenn E. Glasshagel Chief Financial Officer July 26, 1999
- ----------------------------------- (Principal Financial Officer -------------
Glenn E. Glasshagel and Principal Accounting Officer)

/s/ Vincent Tan Chairman of the Board July 26, 1999
- ----------------------------------- of Directors -------------
Vincent Tan

/s/ Philip Friedman Director July 26, 1999
- ----------------------------------- -------------
Philip Friedman

/s/ Phillip Ratner Director July 26, 1999
- ----------------------------------- -------------
Phillip Ratner

/s/ Alain K.K. Lee Director July 26, 1999
- ----------------------------------- -------------
Alain K.K. Lee

</TABLE>

24
<PAGE> 27

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page

----
<S> <C>
Independent Auditors' Report.............................................................................. F-2

Consolidated Balance Sheets as of April 25, 1999 and April 26, 1998....................................... F-3

Consolidated Statements of Operations for the Fifty-Two Weeks Ended April 25, 1999, the Seventeen Weeks
Ended April 26, 1998, and the Fifty-Two Weeks Ended December 28, 1997 and December 29, 1996........... F-4

Consolidated Statements of Changes in Shareholders' Equity for the Fifty-Two Weeks Ended April 25, 1999,
the Seventeen Weeks Ended April 26, 1998, and the Fifty-Two Weeks Ended December 28, 1997
and December 29, 1996................................................................................. F-5

Consolidated Statements of Cash Flows for the Fifty-Two Weeks Ended April 25, 1999, the Seventeen Weeks
Ended April 26, 1998, and the Fifty-Two Weeks Ended December 28, 1997 and December 29, 1996........... F-6

Notes to Consolidated Financial Statements................................................................ F-7

</TABLE>

F-1
<PAGE> 28
INDEPENDENT AUDITORS' REPORT

The Board of Directors
Roadhouse Grill, Inc.:

We have audited the accompanying consolidated balance sheets of Roadhouse
Grill, Inc. and subsidiaries as of April 25, 1999 and April 26, 1998 and the
related consolidated statements of operations, changes in shareholders' equity
and cash flows for the fifty-two weeks ended April 25, 1999, the seventeen
weeks ended April 26, 1998 and each of the fifty-two weeks ended December 28,
1997 and December 29, 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Roadhouse Grill,
Inc. and subsidiaries as of April 25, 1999 and April 26, 1998 and the results
of their operations and their cash flows for the fifty-two weeks ended April
25, 1999, the seventeen weeks ended April 26, 1998 and the fifty-two weeks
ended December 28, 1997 and December 29, 1996 in conformity with generally
accepted accounting principles.

KPMG LLP

June 4, 1999
Miami, Florida

F-2
<PAGE> 29

ROADHOUSE GRILL, INC.
CONSOLIDATED BALANCE SHEETS
April 25, 1999 and April 26, 1998

($ in thousands, except per share data)
<TABLE>
<CAPTION>

April 25, April 26,
1999 1998
----------------------- ----------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents........................................... $ 975 $ 3,555
Accounts receivable................................................. 1,279 242
Inventory........................................................... 1,181 939
Due from related party.............................................. -- 1,000
Current portion of note receivable.................................. -- 183
Pre-opening costs, net.............................................. 1,222 967
Deferred tax assets, net............................. 2,270 421
Prepaid expenses.................................................... 992 542
----------------------- ----------------------
Total current assets............................................. 7,919 7,849

Note receivable....................................................... 167 112
Property & equipment, net............................................. 77,821 66,898
Intangible assets, net of accumulated amortization of $227 and $121
at April 25, 1999 and April 26, 1998, respectively.................. 2,031 615
Other assets.......................................................... 3,345 4,023
Investment in and advances to affiliates.............................. -- 612
----------------------- ----------------------

Total assets..................................................... $ 91,283 $ 80,109
======================= ======================

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable.................................................... $ 4,692 $ 4,858
Accrued expenses.................................................... 4,476 5,460
Due to related party................................................ -- 1,500
Current portion of long-term debt................................... 1,047 688
Current portion of capital lease obligations........................ 1,593 1,207
----------------------- ----------------------
Total current liabilities 11,808 13,713

Long-term debt........................................................ 18,458 16,907
Capital lease obligations............................................. 10,340 6,335
----------------------- ----------------------

Total liabilities................................................ 40,606 36,955

Shareholders' equity:
Common stock $0.03 par value. Authorized 30,000,000 shares;
issued and outstanding 9,708,741 and 9,305,408 shares as of
April 25, 1999 and April 26, 1998, respectively ................ 291 279
Additional paid-in capital.......................................... 50,039 48,536
Retained earnings (deficit)......................................... 347 (5,661)
----------------------- ----------------------

Total shareholders' equity....................................... 50,677 43,154
Commitments and contingencies (Note 11)............................... -- --
---------------------- ----------------------
Total liabilities and shareholders' equity....................... $ 91,283 $ 80,109
======================= ======================

</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE> 30

ROADHOUSE GRILL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

For the Fifty-Two Weeks Ended April 25, 1999, the Seventeen Weeks Ended
April 26, 1998, and the Fifty-Two Weeks Ended December 28, 1997 and
December 29, 1996

($ in thousands, except per share data)

April 25, April 26, December 28, December 29,
1999 1998 1997 1996
--------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Total revenues.............................. $ 120,681 $ 37,684 $ 92,795 $ 62,433

Cost of restaurant sales:
Food and beverage........................ 39,505 12,130 30,991 21,382
Labor and benefits....................... 33,897 10,340 27,849 19,748
Occupancy and other...................... 23,776 7,856 17,577 12,747
Pre-opening amortization................. 1,318 520 2,021 1,027
--------------- ---------------- ---------------- ----------------

Total cost of restaurant sales........... 98,496 30,846 78,438 54,904

Depreciation and amortization............... 7,351 2,145 4,981 3,136
General and administrative.................. 6,766 2,210 6,208 4,471
Impairment of long-lived assets............. -- -- 1,120 --
--------------- ---------------- ---------------- ----------------

Total operating expenses................. 112,613 35,201 90,747 62,511
--------------- ---------------- ---------------- ----------------

Operating income (loss).................. 8,068 2,483 2,048 (78)

Other income (expense):
Interest expense, net.................... (2,210) (719) (1,552) (1,296)
Equity in net income of affiliates....... (3) 57 62 206
Other, net............................... 386 119 320 278
Loss on sale of investment in affiliate.. -- -- (611) --
--------------- ---------------- ---------------- ----------------

Total other income (expense)......... (1,827) (543) (1,781) (812)
--------------- ---------------- ---------------- ----------------

Pretax income (loss)..................... 6,241 1,940 267 (890)

Income tax expense....................... 233 81 175 --
--------------- ---------------- ---------------- ----------------

Net income (loss)................... $ 6,008 $ 1,859 $ 92 $ (890)
=============== ================ ================ ================

Basic net income (loss) per common share.... $ 0.63 $ 0.20 $ 0.01 $ (0.18)
=============== ================ ================ ================

Diluted net income (loss) per common share.. $ 0.62 $ 0.20 $ 0.01 $ (0.18)
=============== ================ ================ ================

Weighted average common shares
outstanding................................. 9,536,631 9,305,408 9,305,408 4,909,894
=============== ================ ================ ================

Weighted average common shares and
share equivalents outstanding -- assuming
dilution.................................... 9,668,469 9,326,642 9,305,408 4,909,894
=============== ================ ================ ================
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE> 31

ROADHOUSE GRILL, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Fifty-Two Weeks Ended April 25, 1999, the Seventeen Weeks
Ended April 26, 1998 and the Fifty-Two Weeks Ended December 28, 1997
and December 29, 1996

($ in thousands)

Common Stock Preferred Stock Retained
-------------------------- -------------------------- Additional Earnings
Shares Amount Shares Amount Paid-in-Capital (Deficit) Total
----------- ------------- ----------- ------------ ----------------- ----------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance December 31, 1995.. 3,920,624 $ 118 5,875,025 $ 59 $ 26,807 $ (6,722) $ 20,262

Issuance of common
stock................... 3,287,030 98 -- -- 21,591 -- 21,689
Conversion of Series A
to common shares........ 1,175,000 35 (3,525,000) (35) -- -- --
Conversion of Series B
to common shares........ 922,754 28 (2,350,025) (24) (4) -- --
Deferred compensation... -- -- -- -- 39 -- 39
Net loss................ -- -- -- -- -- (890) (890)
----------- ------------- ----------- ------------ ----------------- --------------- ------------

Balance December 29, 1996.. 9,305,408 279 -- -- 48,433 (7,612) 41,100

Deferred compensation... -- -- -- -- 103 -- 103
Net income.............. -- -- -- -- -- 92 92
----------- ------------- ----------- ------------ ----------------- --------------- ------------

Balance December 28, 1997.. 9,305,408 279 -- -- 48,536 (7,520) 41,295

Net income.............. -- -- -- -- -- 1,859 1,859
----------- ------------- ----------- ------------ ----------------- --------------- ------------

Balance April 26, 1998..... 9,305,408 279 -- -- 48,536 (5,661) 43,154

Stock options exercised. 3,333 -- -- -- 15 -- 15
Conversion of debt
to equity............... 400,000 12 -- -- 1,488 -- 1,500
Net income.............. -- -- -- -- -- 6,008 6,008
----------- ------------- ----------- ------------ ----------------- --------------- ------------

Balance April 25, 1999..... 9,708,741 $ 291 -- $ -- $ 50,039 $ 347 $ 50,677
=========== ============= =========== ============ ================= =============== ============

</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE> 32

ROADHOUSE GRILL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Fifty-Two Weeks Ended April 25, 1999, the Seventeen Weeks
Ended April 26, 1998, and the Fifty-Two Weeks Ended December 28,
1997 and December 29, 1996

($ in thousands)

April 25, April 26, December 28, December 29,
1999 1998 1997 1996
--------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Cash flows from operating activities
Net income (loss) .......................... $ 6,008 $ 1,859 $ 92 $ (890)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Depreciation and amortization ............ 8,669 2,665 7,002 4,163
Deferred tax benefit ..................... (1,849) (421) -- --
Non-cash compensation expense ............ -- -- 103 40
Equity in net income (loss) of affiliate . 3 (57) (62) (206)
Impairment of long-lived assets .......... -- -- 1,120 --
Loss on sale of restaurant ............... -- -- 611 --
Changes in assets and liabilities:
(Increase) decrease in accounts
receivable............................... (1,037) (80) 79 (77)
(Increase) in inventory .................. (208) (9) (116) (409)
(Increase) in pre-opening costs .......... (1,573) (383) (1,618) (2,218)
(Increase) decrease in prepaid expenses .. (450) 273 (237) (337)
(Increase) decrease in other assets ...... 247 (478) (1,911) (176)
(Decrease) increase in accounts payable .. (166) 1,097 (1,486) 3,415
(Decrease) increase in accrued expenses .. (991) 1,108 1,361 759
-------- ------- -------- --------
Net cash provided by operating
activities............................. 8,653 5,574 4,938 4,064
-------- ------- -------- --------

Cash flows from investing activities
Dividends received from affiliate .......... 93 70 58 --
Advances to affiliates, net ................ 9 9 (41) (222)
Payments for intangibles ................... (20) (5) (31) (55)
Acquisition of restaurant, net of cash
acquired................................... (1,359) -- -- (480)
Note from related party for borrowed funds . -- (1,000) -- --
Issuance of promissory note ................ -- (100) -- --
Payment received from note from related
party...................................... 1,000 -- -- --
Payment received from notes receivable ..... 128 26 75 46
Proceeds from sale-leaseback transactions .. 2,787 -- 4,287 395
Purchase of property and equipment ......... (14,592) (5,595) (15,193) (19,859)
Deposit on Kendall restaurant acquisition .. -- -- (400) --
Capital contribution to affiliate .......... -- -- (25) (75)
-------- ------- -------- --------
Net cash used in investing activities .. (11,954) (6,595) (11,270) (20,250)
-------- ------- -------- --------

Cash flows from financing activities
Proceeds from short-term debt and amounts
due to related parties .................... -- -- -- 7,000
Repayment of amount due to related party ... -- (1,500) (2,000) (4,600)
Proceeds from long-term debt ............... 2,651 2,880 15,000 --
Repayment of long-term debt ................ (741) (171) (8,542) (695)
Payments on capital lease obligations ...... (1,204) (366) (650) (256)
Proceeds from issuance of common
stock ..................................... 15 -- -- 18,189
-------- ------- -------- --------
Net cash provided by financing
activities ............................ 721 843 3,808 19,638
-------- ------- -------- --------

Increase (decrease) in cash and cash
equivalents .................................. (2,580) (178) (2,524) 3,452
Cash and cash equivalents at beginning of year 3,555 3,733 6,257 2,805
======== ======= ======== ========
Cash and cash equivalents at end of year ...... $ 975 $ 3,555 $ 3,733 $ 6,257
======== ======= ======== ========

Supplementary disclosures:
Interest paid .............................. $ 2,532 $ 809 $ 2,215 $ 1,370
======== ======= ======== ========
Income taxes paid .......................... $ 2,223 $ 23 $ 156 $ --
======== ======= ======== ========
</TABLE>

Non-cash investing and financing activities:
During the fifty-two weeks ended April 25, 1999, the Company issued 400,000
shares of common stock to Berjaya Group (Cayman) Limited ("Berjaya"), the
Company's majority shareholder. The transaction was consummated pursuant to
approval by the Board of Directors to convert $1.5 million of debt
outstanding into common stock at a price of $3.75 per share.
During the fifty-two weeks ended April 25, 1999, the Company entered into
four capital lease transactions for real estate in the amount of $3.8
million.
During the fifty-two weeks ended December 29, 1996, $3.5 million of
long-term debt was converted into common stock. The Company entered into
capital lease obligations and seller financing mortgage agreements of
$44,000 and $2.1 million, respectively, during the fifty-two weeks ended
December 29, 1996.

See accompanying notes to consolidated financial statements.

F-6
<PAGE> 33

ROADHOUSE GRILL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 25, 1999, April 26, 1998, December 28, 1997 and December 29, 1996

(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) BUSINESS

Roadhouse Grill, Inc. (the "Company") was incorporated under the laws
of the state of Florida in 1992. The principal business of the Company is
the operation of specialty restaurants. The Company has also granted
franchises and licenses to operate restaurants under the "Roadhouse Grill"
name.

As of April 25, 1999, Roadhouse Grill, Inc. owns and operates 56 full
service, casual dining restaurants, franchises three other restaurants and
licenses one more restaurant under the name "Roadhouse Grill". The Company
was incorporated in October 1992 and opened the first Company-owned
restaurant in Pembroke Pines, Florida in March 1993. Since then, the
Company has opened 55 more restaurants in Florida, Georgia, South Carolina,
Mississippi, Louisiana, Arkansas, Alabama, New York and Ohio. One
franchised location is located in Kuala Lumpur, capital city of Malaysia,
and two domestic franchises are located in Las Vegas, Nevada.

On July 12, 1999, the licensed restaurant was reacquired by the
Company and the licensing agreement was terminated. The Company intends to
operate the former licensed restaurant as a Company-owned restaurant.

During 1998, the Company had a 50 percent interest in Kendall
Roadhouse Grill, L.C., a limited liability company which owned the
Kendall, Florida restaurant ("Kendall"). Pursuant to its operating
agreement, the Company managed the operations of the Kendall restaurant.
The Company also received management fees and allocated its share of the
restaurant's profits and losses under this operating agreement. On August
14, 1998, the Company purchased the remaining 50 percent interest in
Kendall Roadhouse Grill, L.C. for a purchase price of $1.6 million (see
Note 12). Subsequent to the purchase, Kendall Roadhouse Grill, L.C.
ceased to exist as a legal entity.

On December 11, 1997, the Company's Board of Directors voted to change
the Company's fiscal year. The new fiscal year ends on the last Sunday in
April. The Company filed a Form 10-K for the transition period which was
from December 29, 1997 through April 26, 1998. The Company operates on a
fifty-two or fifty-three week fiscal year. Each fiscal quarter consists of
thirteen weeks, except in the case of a fifty-three week year, the fourth
quarter consists of fourteen weeks.

During 1997, the Company had four restaurants licensed by Buffets,
Inc. During the seventeen weeks ended April 26, 1998, the Company
dissolved its licensee arrangement with Buffets, Inc. Buffets, Inc. will
discontinue using the Roadhouse Grill name in its present form and there
are no future liabilities on either company's part.

During 1997, the Company also had a 50 percent interest in Boca Raton
Roadhouse Grill, L.C., a limited liability company that owned the Boca
Raton, Florida Roadhouse Grill restaurant ("Boca"). In December 1997,
operations at the Boca restaurant were discontinued and the Company sold
its interest in Boca to Boca Raton Roadhouse Grill, L.C. The Company
recognized a loss of $611,000 on the sale of its fifty percent interest.
During 1997, the Company managed the operations of Boca pursuant to its
operating agreement. Under such operating agreement, the Company received
management fees and was allocated its share of the restaurant's profits
and losses.

(B) PROPERTY AND EQUIPMENT

Property and equipment are carried at cost less accumulated
depreciation. The cost of restaurants held under capital leases is
recorded at the lower of the net present value of the minimum lease
payments or the fair value of the leased property at the inception of the
lease. Repairs and maintenance are charged to expense as incurred. Major
renewals and betterments, which substantially extend the useful life of
the property, are capitalized and depreciated over the useful life of the
asset. When assets are retired or otherwise disposed of, the cost and
accumulated depreciation are removed from their respective accounts and
any gain or loss is recognized.

Depreciation is calculated using the straight-line method over the
estimated useful lives of the assets. Amortization of capitalized leased
assets is calculated using the straight-line method over the shorter of
the estimated useful life of the leased asset or the lease term.

The Company adopted the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to Be Disposed Of", on January 1, 1996. This
Statement requires that long-lived assets and certain identifiable
intangibles be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to the fair value of an
asset. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the
assets exceeds the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or fair value less costs to
sell. The adoption of this Statement did not have a material impact on the
Company's financial position or results of operations. During the fourth
quarter of 1997, the Company recognized an impairment loss of $1.1 million
for the write-down of assets at two Company-owned restaurants.

F-7
<PAGE> 34

Intangible assets consist primarily of goodwill recorded as a result
of a restaurant acquisitions (see Note 12) and are being amortized on a
straight-line basis over 16-17 years, the lease terms of the respective
restaurant properties. The Company evaluates whether changes have occurred
that would require revision of the remaining estimated useful life of the
assigned goodwill or render goodwill not recoverable. If such
circumstances arise, the Company uses undiscounted future cash flows to
determine whether the goodwill is recoverable.

(D) CASH AND CASH EQUIVALENTS

The Company considers all short-term investments with an original
maturity of three months or less to be cash equivalents.

(E) INVENTORY

Inventories are valued at the lower of cost (based on first-in,
first-out inventory costing) or net realizable value and consist primarily
of restaurant food items, beverages and paper supplies.

(F) INCOME TAXES

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

(G) PRE-OPENING COSTS

Pre-opening costs are costs incurred in the opening of new stores
(primarily payroll costs) which are capitalized and amortized over a
one-year period commencing with the first full period after the new
restaurant opens.

Deferred costs related to sites subsequently determined to be
unsatisfactory and general site selection costs which cannot be identified
with a specific restaurant are charged to operations.

(H) FISCAL YEAR

The Company's fiscal year ends on the last Sunday in April.

(I) USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

(J) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values of financial instruments have been
determined based on available information and appropriate valuation
methodologies. The carrying amounts of accounts receivable, accounts
payable and accrued expenses approximate fair value due to the short-term
nature of the accounts. The fair value of long-term debt is estimated
based on market rates of interest currently available to the Company. The
fair value of long-term debt at April 25, 1999 and April 26, 1998 is
approximately $19.5 million and $17.6 million, respectively.

(K) REVENUE RECOGNITION

Total revenues include sales at Company-owned restaurants, royalties
received from restaurants operating under franchise agreements, and fees
earned under management agreements. Revenue earned from the game rooms and
vending machines in the restaurants is included in other income.

(L) NEW ACCOUNTING STANDARDS

F-8
<PAGE> 35
software project, and interest cost in accordance with SFAS Statement No.
34, "Capitalization of Interest Costs." SOP 98-1 is effective for fiscal
years beginning after December 15, 1998. Initial application should be as
of the beginning of the fiscal year and applied to costs incurred for all
projects during that fiscal year, including projects in progress upon
initial application of SOP 98-1. The Company does not believe that the
adoption of SOP 98-1 will have a material impact on the Company's
consolidated financial statements and notes thereto.

In April 1998, the AICPA Accounting Standards Executive Committee
issued Statement of Position 98-5, "Reporting on the Costs of Start-Up
Activities" ("SOP 98-5"). SOP 98-5 defines start-up activities broadly
(including organizational costs) and requires that the cost of start-up
activities be expensed as incurred. SOP 98-5 amends provisions of a number
of existing SOP's and audit and accounting guides. SOP 98-5 is effective
for fiscal years beginning after December 15, 1998. The Company's current
accounting policy is to capitalize pre-opening costs and amortize them
over a one-year period. The effect of initially applying the provisions of
SOP 98-5 will be reported as a change in accounting principle at the
beginning of the period of adoption and thereafter all such costs will be
expensed as incurred. Amounts capitalized as pre-opening costs as of April
25, 1999 and April 26, 1998 were approximately $1.2 million and $967,000,
respectively. The Company will adopt SOP 98-5 in the quarter ended July 25,
1999.

(M) NET INCOME (LOSS) PER COMMON SHARE

In February 1997, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 128, "Earnings Per Share." This Statement specifies the
computation, presentation and disclosure requirements for earnings per
share ("EPS"). It replaces the presentation of primary and fully diluted
EPS with basic and diluted EPS. Basic EPS excludes all dilution and is
based upon the weighted average number of common shares outstanding during
the year. Diluted EPS reflects the potential dilution that would occur if
securities or other contracts to issue common stock were exercised or
converted into common stock. The Company has adopted the provisions of SFAS
No. 128 which is effective for periods ending after December 15, 1997. The
Company has restated all previously reported per share amounts to conform
to the new presentation.

On October 9, 1996, the Board of Directors declared a one-for-three
reverse stock split (see Note 7). All per share data appearing in the
financial statements have been retroactively adjusted for the reverse
split.

(N) ADVERTISING COSTS

The Company expenses all advertising costs as incurred. Advertising
expense for the fifty-two weeks ended April 25, 1999 ("Fiscal Year 1999"),
the seventeen weeks ended April 26, 1998 (the "Stub Period 1998"), the
fifty-two weeks ended December 28, 1997 ("Fiscal Year 1997") and the
fifty-two weeks ended December 29, 1996 ("Fiscal Year 1996"), amounted to
approximately $4.0 million, $1.4 million, $1.1 million and $1.4 million,
respectively. Advertising expense is included within "occupancy and other"
in the accompanying consolidated statements of operations.

(O) DERIVATIVE FINANCIAL INSTRUMENTS

Premiums paid for purchases interest rate cap agreements are amortized
to interest expense over the terms of the cap agreements. Unamortized
premiums are included in other assets in the consolidated balance sheets.
Amounts receivable under cap agreements are accrued as a reduction of
interest expense.

(P) RECLASSIFICATIONS

Certain prior year balances have been reclassified to conform to the
current presentation.

(2) PROPERTY AND EQUIPMENT

Property and equipment, net, consist of the following at:
<TABLE>
<CAPTION>
($ in thousands)
Estimated
April 25, 1999 April 26, 1998 Useful Lives
--------------- ---------------- ----------------
<S> <C> <C> <C>
Building.................................... $ 25,215 $ 18,351 20 years
Land........................................ 11,699 11,699 --
Furniture and equipment..................... 21,730 20,031 3-7 years
Leasehold improvements...................... 34,816 25,751 7-20 years
--------------- ----------------
93,460 75,832

Less: accumulated depreciation.............. (18,392) (11,372)
--------------- ----------------
75,068 64,460

Construction in progress.................... 2,753 2,438
=============== ================
$ 77,821 $ 66,898
=============== ================
</TABLE>

F-9
<PAGE> 36

Included in property and equipment are buildings and equipment under
capital leases of $10.0 million and $8.9 million at April 25, 1999 and April
26, 1998, respectively (see Note 3). The Company capitalized interest costs of
approximately $120,000 and $52,000 during Fiscal Year 1999 and the Stub Period
1998, respectively, with respect to qualifying construction projects.

(3) CAPITAL LEASES

The following is a schedule of future minimum lease payments required
under capital leases as of April 25, 1999:

($ in thousands)

2000.................................................. $ 2,735
2001.................................................. 2,454
2002.................................................. 1,817
2003.................................................. 1,176
2004.................................................. 1,147
Thereafter............................................ 9,796
--------
Total minimum lease payments.......................... 19,125
Less: amount representing interest at varying rates
ranging from 9 percent to 13 percent................ (7,192)
--------

Present value of net minimum capital lease payments... 11,933

Less current portion of capital lease obligations..... 1,593
--------
Minimum capital lease obligations excluding current
portion.............................................. $ 10,340
========

Pursuant to a $20.0 million funding commitment received from CNL Fund
Advisors, Inc. ("CNL"), the Company entered into sale-leaseback transactions for
new Roadhouse Grill restaurants. These transactions were recorded as
financing-type capital leases with no deferred gain. As of April 25, 1999, the
Company has available to it approximately $14.9 million in sale leaseback credit
facilities from CNL.

(4) OPERATING LEASES

The Company leases the majority of its operating restaurant facilities.
The lease terms range from 5 to 10 years and generally provide for renewal
options to extend the lease term.

The following is a schedule of future minimum lease payments required
under operating leases that have remaining noncancelable lease terms in excess
of one year as of April 25, 1999:

($ in thousands)

2000...................................... $ 3,692
2001...................................... 3,666
2002...................................... 3,608
2003...................................... 3,566
2004...................................... 3,472
Thereafter................................ 14,585
----------
Total minimum lease payments.............. $ 32,589
==========

The total rent expense for operating leases was $4.2 million, $1.2
million, $3.1 million and $1.7 million for Fiscal Year 1999, the Stub Period
1998, Fiscal Year 1997 and Fiscal Year 1996, respectively.

During Fiscal Year 1999, the Company entered into agreements for the sale
and leaseback of certain restaurant equipment for a period of sixty months,
which were recorded as operating leases. The equipment was sold at book value
of approximately $2.3 million.

Pursuant to a $16.5 million funding commitment received from Franchise
Finance Corporation of America ("FFCA"), the Company entered into a
sale-leaseback transaction for one new Roadhouse Grill restaurant during the
second quarter of Fiscal Year 1999. This transaction was recorded as an
operating lease with no deferred gain. As of April 25, 1999, approximately $15.0
million is available from FFCA.

F-10
<PAGE> 37
(5) INVESTMENT IN AND ADVANCES TO AFFILIATES

As discussed in Note 1(a), the Company had a 50 percent interest in Boca
at December 29, 1996, and a 50 percent interest in Kendall at April 26, 1998,
December 28, 1997 and December 29, 1996.

The Company accounted for these investments under the equity method.
Summarized balance sheet information for Kendall and income statement
information for the Kendall and Boca investments are as follows:

($ in thousands)
APRIL 26,
SUMMARIZED BALANCE SHEETS: 1998
-------------------------- ----------------
Current assets.......................... $ 36
Property and equipment, net............. 664
Other................................... 19
----------------
Total assets.......................... 719
----------------
Current liabilities..................... 321
Due to related party and
other liabilities --
----------------
Total liabilities..................... 321
----------------
Net assets.............................. $ 398
================

<TABLE>
<CAPTION>
SEVENTEEN FIFTY-TWO WEEKS FIFTY-TWO WEEKS
WEEKS ENDED ENDED
ENDED DECEMBER 28, DECEMBER 29,
APRIL 26, 1998 1997 1996
--------------- ------------ -------------
<S> <C> <C> <C>
Revenue................................. $ 1,055 $ 3,227 $ 5,448
========== ========== ==========
Operating income........................ $ 181 $ 335 $ 373
========== ========== ==========
Net income.............................. $ 187 $ 287 $ 338
========== ========== ==========
</TABLE>

Under the terms of the operating agreements discussed in Note 1(a),
profits and losses were allocated 50 percent to each partner for each
affiliate. Kendall cash distributions were paid 25 percent to the Company and
75 percent to its partner until such time as the partners recover their
investment. Thereafter, the cash distributions were paid 50 percent to each
partner.

Also included in investment in and advances to affiliates at April 25,
1999 and April 26, 1998 is approximately $0 and $231,000, respectively, in cash
advances made by the Company to its affiliates.

(6) LONG-TERM DEBT

On March 27, 1998, the Company entered into a $2.9 million loan facility
with Finova Capital Corporation. The facility consists of a 10-year term loan
collateralized by personal property and fixtures at four Company-owned
restaurants with an interest rate of 8.96%. The proceeds, net of fees and other
costs, were used primarily for expansion of the Company's operations. Monthly
principal and interest payments for this facility are due through April 2008.
The remaining principal balances due under this facility as of April 25, 1999
and April 26, 1998 are $2.7 million and $2.9 million, respectively.

During March 1999, the Company entered into a $1.3 million loan agreement
with First Union National Bank. The loan is a 5-year term loan collateralized by
personal property and fixtures at the Company's new corporate facility with an
interest rate of the one-month LIBOR rate plus 1.90%. Monthly principal and
interest payments are due through March 2004. The Company expects to relocate
its corporate functions to the new corporate facility, which is in the same
general vicinity as the current corporate offices, in the latter part of
calendar year 1999. The remaining principal balances due under this loan
agreement as of April 25, 1999 and April 26, 1998 are $1.3 million and $0,
respectively.

F-11
<PAGE> 38
Annual maturities on notes payable as of April 25, 1999 are as follows:

($ in thousands)

2000......................................... $ 1,047
2001......................................... 1,138
2002......................................... 1,238
2003......................................... 1,347
2004......................................... 1,397
Thereafter................................... 13,338
------
19,505
Less current portion......................... 1,047
-------
$18,458
=======

The carrying amount of assets used as collateral is approximately $26.2
million and $23.0 million at April 25, 1999 and April 26, 1998, respectively.
The Company is required to comply with various financial covenants in connection
with the loan facilities entered into with Finova Capital Corporation.

(7) CAPITAL STOCK

In April 1996, Berjaya Group (Cayman) Limited ("Berjaya"), the majority
shareholder of the Company, converted $3.5 million of debt into shares of
common stock at $3.60 per share. In addition, Berjaya purchased an additional
$5.0 million of shares of common stock at $3.60 per share.

On October 9, 1996, the Board of Directors approved a one-for-three
reverse stock split, which was effective prior to the date of the Company's
Initial Public Offering ("IPO"). In addition, the Board of Directors approved
an increase in the common stock par value from $0.01 to $0.03. The number of
shares in the accompanying financial statements have been restated to
retroactively reflect the reverse stock split. There were no changes to the
Company's common stock and additional paid-in capital accounts as a result of
the reverse stock split and par value change.

In December 1996, the Company completed an IPO 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
IPO, 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.

On February 6, 1998, the Company's Board of Directors approved the
issuance of 400,000 shares to Berjaya to convert $1.5 million of debt
outstanding to common stock at a price of $3.75 per share, based on the closing
market price as of February 6, 1998. The debt carried an interest rate of 8.5%
and was scheduled to be repaid during the first quarter of 1998. The
transaction was consummated on September 30, 1998.

(8) STOCK OPTION PLANS

In October 1996, the Company granted options to purchase 450,000 shares of
common stock to the former President and Chief Executive Officer at an exercise
price of $3.60 per share, subject to adjustment for the reverse stock split
discussed above, and for such other adjustments provided in the stock option
agreement. In connection with the granting of these options, the Company has
recorded $0, $0, $103,000 and $40,000 in compensation expense for Fiscal Year
1999, the Stub Period 1998, Fiscal Year 1997 and Fiscal Year 1996, respectively.
During Fiscal Year 1999, the Stub Period 1998, Fiscal Year 1997 and Fiscal Year
1996, deferred compensation expense amounted to $0, $0, $0 and $40,000
respectively, and is included in additional paid-in capital. These options
expired in May 1998.

A Stock Option Plan (the "Original Plan") was adopted during 1994, and
later amended, for employees of the Company and members of the Board of
Directors who are not employees, and 516,666, 516,666, 516,666 and 216,666
shares of the Company's common stock were reserved for issuance pursuant to such
plan at April 25, 1999, April 26, 1998, December 28, 1997, December 29, 1996,
respectively. These options vest over a three-year period from the date of grant
and are exercisable for a period of ten years after grant. During 1997, the
Company granted options to employees to purchase 173,000 shares of common stock
at a price of $6.75 per share and certain directors options to purchase 15,000
shares of the Company's common stock at a price of $6.38 per share. During 1996,
the Company granted options to employees to purchase 115,416 shares of common
stock at a price of $10.80 per share and certain directors options to purchase
50,000 shares of the Company's common stock at a price ranging from $6.00 to
$6.13 per share.

In February 1998, options were granted to the President and Chief
Executive Officer, the general counsel and a consultant of the Company to
purchase 300,000 shares of the authorized, but unissued shares of common stock
at a purchase price of $3.50 per share. According to the terms of the agreement
(the "Agreement"), these options vested as follows: 100,000 vested at the date
of grant, 100,000 vested upon attainment and maintenance of an average closing
price for the Company's common stock, over a ten day period, of at least $6.50
per share, and the final 100,000 vested upon attainment and maintenance of an
average closing price for the Company's common stock, over a ten day period, of
at least $9.50 per share. The Agreement was later amended (effective as of the
grant date) with respect to the vesting schedule and the general counsel and

F-12
<PAGE> 39

consultant became employees of the Company. According to the terms of the
amended agreement, all the options vest at the date of grant. The options are
exercisable for a period of ten years after grant. In addition, the Company
granted options to purchase 15,000 shares of common stock, at $3.50 per share,
to the family of Tan Kim Poh, deceased former Chairman of the Board of
Directors of the Company. These options were all granted outside the Plan. No
compensation expense was recorded as a result of these issuances during Fiscal
Year 1999 or the Stub Period 1998.

On December 16, 1998, the Company adopted the 1998 Omnibus Stock Option
Plan (the "1998 Plan"). The 1998 Plan was adopted for employees, key executives
and directors of the Company, and options to purchase 324,500 shares of common
stock at an exercise price of $6.00 per share were granted by the Company. Of
these options, 118,000 options vest over a three-year period from December 16,
1998, and are exercisable for a period of ten years after the date of grant. The
remaining 206,500 options vest over a three-year period beginning on December
16, 1999, and are exercisable for a period of ten years after the date of
grant. The Company did not recognize compensation expense related to the
issuance of these options.

At April 25, 1999, there were 238,709 additional shares available for grant
under the 1994 Plan and the 1998 Plan. The weighted-average fair value of stock
options granted during Fiscal Year 1999, the Stub Period 1998, Fiscal Year 1997
and Fiscal Year 1996 was as follows using the Black-Scholes option-pricing model
with the following weighted-average assumptions:

FIFTY-TWO SEVENTEEN FIFTY-TWO FIFTY-TWO
WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED
APRIL 25, 1999 APRIL 26, 1998 DECEMBER 28, 1997 DECEMBER 29, 1996
--------------- --------------- --------------------- ------------------
<S> <C> <C> <C> <C>
Weighted-average fair value............. $3.10 $ 2.05 $ 3.49 $ 4.20
Expected dividend yield................. 0.0% 0.0% 0.0% 0.0%
Risk-free interest rate................. 4.5% 5.5% 6.1% 6.6%
Historical volatility................... 66.4% 63.6% 63.6% 66.4%
Expected life........................... 5 years 5 years 4 years 8 years

</TABLE>

On February 11, 1997, the Board of Directors authorized a repricing
program for the Original Plan which allowed employees to elect to reprice all of
their outstanding options to purchase common stock of the Company, granted
under the Stock Option Agreement dated May 1, 1996. Effective February 11,
1997, the employees' stock options were repriced to $6.75 per share and
registered with the Securities and Exchange Commission (the "SEC") effective
July 2, 1997.

The Company applies Accounting Principles Board ("APB") Opinion No. 25
"Accounting for Stock Issued to Employees", in accounting for its Plans and,
accordingly, recognized compensation expense for certain options, as discussed
above. Had the Company determined compensation cost based on the fair value at
the grant date for its stock options under SFAS No. 123, "Accounting for
Stock-Based Compensation", the Company's net income (loss) would have been
reduced (increased) to the pro forma amounts indicated below:

($ in thousands, except per share data)

FIFTY-TWO SEVENTEEN FIFTY-TWO FIFTY-TWO
WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED
APRIL 25, 1999 APRIL 26, 1998 DECEMBER 28, 1997 DECEMBER 29, 1996
-------------- -------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Net income As reported $ 6,008 $ 1,859 $ 92 $ (890)
Pro forma 5,489 1,212 (10) (1,279)

Basic net income (loss)
per share $ 0.63 $ 0.20 $ 0.01 $ (0.18)
As reported 0.58 0.13 0.00 (0.26)
Pro forma
Diluted net income (loss)
per share $ 0.62 $ 0.20 $ 0.01 $ (0.18)
As reported 0.57 0.13 0.00 (0.26)
Pro forma

</TABLE>

Pro forma net income (loss) reflects only options granted during Fiscal
Year 1999, the Stub Period 1998, Fiscal Year 1997 and Fiscal Year 1996.
Therefore, the full impact of calculating compensation cost for stock options
under SFAS No. 123 is not reflected in the pro forma net income (loss) amounts
presented above because compensation cost is reflected over the options' vesting
period ranging from one to three years and compensation cost for options granted
prior to December 31, 1995 is not considered.

F-13
<PAGE> 40

Stock option activity during the periods indicated is as follows:

Number of Weighted-Average
Shares Exercise Price
--------- ----------------
<S> <C> <C>
Balance at December 31, 1995.............. 229,324 $ 7.46
Granted............................. 315,416 7.56
Exercised............................ -- --
Forfeited............................ -- --
Expired.............................. -- --

Balance at December 29, 1996.............. 544,740 7.52
Granted.............................. 188,000 6.72
Exercised............................ -- --
Forfeited............................ (15,068) 6.86
Expired.............................. (18,349) 7.13

Balance at December 28, 1997.............. 699,323 6.66
Granted.............................. 315,000 3.50
Exercised............................ -- --
Forfeited............................ (24,331) 6.75
Expired.............................. (1,287) 7.14

Balance at April 26, 1998................. 988,705 5.65

Granted.............................. 324,500 6.00
Exercised............................ (3,333) 4.50
Forfeited............................ (52,352) 6.75
Expired.............................. (428,563) 6.66

Balance at April 25, 1999................. 828,957 5.25

</TABLE>

At April 25, 1999, the range of exercise prices and weighted-average
remaining contractual life of outstanding options was $3.50 to $7.50 and 8.2
years, respectively.

At April 26, 1998, the range of exercise prices and weighted-average
remaining contractual life of outstanding options was $3.50 to $7.50 and 5.2
years, respectively.

At December 28, 1997, the range of exercise prices and weighted-average
remaining contractual life of outstanding options was $4.50 to $7.50 and 3.7
years, respectively.

At December 29, 1996, the range of exercise prices and weighted-average
remaining contractual life of outstanding options was $4.50 to $10.80 and 6.77
years, respectively.

At April 25, 1999, April 26, 1998, December 28, 1997 and December 29,
1996, the number of options exercisable was 497,634, 384,260, 398,417 and
135,875, respectively, and the weighted-average exercise price of those options
was 4.73, $6.59, $6.66 and $7.43, respectively.

(9) INCOME TAXES

As a result of the Company's net operating losses and associated net
operating loss carryforward, the Company had no federal income tax payable for
the fifty-two weeks ended December 28, 1997 and December 29, 1996. For Fiscal
Year 1999, the Stub Period 1998, Fiscal Year 1997 and Fiscal Year 1996, the
Company had income tax expense amounting to $233,000, $81,000, $175,000 and $0,
respectively, representing state income tax and alternative minimum tax. Income
tax expense for Fiscal Year 1999, the Stub Period 1998, Fiscal Year 1997 and
Fiscal Year 1996 consists of the following:

F-14
<PAGE> 41
<TABLE>
<CAPTION>
($ in thousands)

APRIL 25, APRIL 26, DECEMBER 28, DECEMBER 29,
1999 1998 1997 1996
--------- -------- ------------ -----------
<S> <C> <C> <C> <C>
Current:
Federal ................ $ 1,748 $ 458 $103 $ --
State .................. 334 44 72 --
------- ----- ---- --------
2,082 502 175 --
Deferred Federal .......... (1,849) (421) -- --
------- ----- ---- --------
$ 233 $ 81 $175 $ --
======= ===== ==== ========

</TABLE>

The tax effects of the temporary differences comprising deferred tax
assets and liabilities are as follows:

($ in thousands)

APRIL 25, APRIL 26,
1999 1998
-------------------- -------------------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforward................ $ 0 $ 50
Tax credit carryforwards....................... 792 1,204
Pre-opening expenses, differences principally
due to differences in amortization......... 254 284
Accrued workers' compensation.................. 189 149
Property and equipment......................... 1,667 937
Other.......................................... 667 592
Less: valuation allowance...................... (1,122) (2,540)
------------------- ------------------
2,447 676
Deferred tax liabilities:
Property and equipment principally due to
differences in depreciation................. -- (92)
Other.......................................... (177) (163)
------------------- ------------------
$ 2,270 $ 421
=================== ==================
</TABLE>

In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of
the deferred tax assets will not be realized. The ultimate realization of
deferred tax assets is dependent upon the generation of future taxable
income during the periods in which those temporary differences become
deductible. Management considers the level of historical income, scheduled
reversal of deferred tax liabilities, and projected further taxable income
in making this assessment.

At April 26, 1998, the Company had a Florida net operating loss
carryforward of $1.4 million consisting of $780,000 and $620,000 expiring
in varying amounts through 2010 and 2011, respectively. The Company
utilized the remaining Florida net operating loss carryforward during
Fiscal Year 1999.

The actual income tax expense differs from the "expected" income tax
effect (computed by applying the U.S. Federal corporate tax rate of 34
percent to earnings before income taxes), for Fiscal Year 1999 and the
Stub Period 1998 as follows:

APRIL 25, APRIL 26,
1999 1998
---------------- ----------------
<S> <C> <C>
Income taxes at statutory rates................ 34.00 % 34.00 %
State and local taxes, net of federal
tax benefit................................ 3.01 % 4.85 %
FICA tip tax credit............................ 2.15 % 2.27 %
Utilization of net operating loss carryforward. -- (20.51)%
Utilization of tax credit carryforwards........ (12.79)% --
Other items.................................... .08 % 0.15 %
Release of valuation allowance................. (22.72)% (16.55)%
----------- ----------
3.73 % 4.21 %
=========== ==========
</TABLE>

F-15
<PAGE> 42
(10) CONCENTRATIONS OF BUSINESS AND CREDIT RISK

Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist primarily of cash in bank and investment
custodian accounts. At times, the Company maintains cash balances in excess of
insured limits. The custodian of the investment account is a major financial
institution.

The Company currently owns and operates 31 of its 56 (55%) restaurants
within the state of Florida. Consequently, the operations of the Company are
affected by fluctuations in the Florida economy. Furthermore, the Company may
be affected by changing conditions within the food service industry.

For Fiscal Year 1999, the Stub Period 1998, Fiscal Year 1997 and Fiscal
Year 1996, two suppliers comprised approximately 67%, 82%, 94% and 89%,
respectively, of the Company's purchases. Purchases from these suppliers were
approximately $26.3 million, $9.5 million, $32.3 million and $21.4 million for
Fiscal Year 1999, the Stub Period 1998, Fiscal Year 1997 and Fiscal Year 1996,
respectively.

(11) COMMITMENTS AND CONTINGENCIES

The Company is a party to legal proceedings arising in the ordinary course
of business. In the opinion of management and based upon review with legal
counsel, disposition of these matters will not materially affect the Company's
financial condition.

The Company plans to open approximately 15 new Company-owned Roadhouse
Grill restaurants in Fiscal Year 2000. At April 25, 1999, the Company had four
restaurants under development. The estimated cost to complete these restaurants
and other capital projects in process was approximately $6.9 million at April
25, 1999.

(12) ACQUISITIONS

In August 1996, the Company entered into an agreement to purchase the
remaining 50 percent interest in Kendall Roadhouse Grill, L.C., a limited
liability company that owned Kendall, from the joint venture partners for a
purchase price of $2.3 million. The purchase price was to be paid from the
proceeds of the IPO completed by the Company in December 1996 in which 2,500,000
shares were sold at $6.00 per share. During the first quarter of 1997, the
agreement was amended as follows: the purchase price was changed to $1.8 million
with a deposit of $400,000 paid in January 1997, and the remaining $1.4 million
payable by December 31, 1997 when the acquisition was expected to be closed and
consummated. The purchase price was negotiated further and on August 14, 1998,
the Company purchased the remaining 50 percent interest in Kendall Roadhouse
Grill, L.C. for a purchase price of $1.6 million.

The Company accounted for this transaction using the purchase method of
accounting. The purchase price was allocated based on the fair value of the
assets acquired at the time of acquisition. Approximately $716,000 was
allocated to property and equipment and approximately $53,000 was allocated to
inventory and other assets. In connection with the acquisition, the Company
also assumed certain liabilities in the amount of $167,000. Prior to the
purchase, the Company had recorded its investment in Kendall using the equity
method. This resulted in an investment in affiliate balance amounting to
approximately $273,000. In addition, the Company had recorded accounts
receivable of approximately $232,000. These amounts were eliminated in
connection with the purchase of Kendall. The excess of the purchase price over
the net assets acquired was recorded as goodwill and is being amortized over 16
years, the remaining Kendall lease term. Subsequent to the purchase, Kendall
Roadhouse Grill, L.C. ceased to exist as a legal entity.

In December 1996, the Company acquired a 50 percent ownership interest in
Boca for approximately $480,000. The transaction was accounted for using the
purchase method of accounting. The excess of the purchase price over the fair
value of the investment amounted to $203,000 and was treated as goodwill, which
was being amortized over the remaining lease term of Boca. Subsequent to the
acquisition, the Company and the owner of the remaining 50 percent interest
each contributed $75,000 to Boca.

In December 1997, operations at Boca were discontinued and the Company
sold its interest in Boca to Boca Raton Roadhouse Grill, L.C. (See Note 1(a)).
Prior to this event, the Company managed the operations of Boca pursuant to its
operating agreement. Under such operating agreement, the Company received
management fees and was allocated its share of the restaurant's profits and
losses.

(13) EMPLOYEE 401(k) PLAN AND SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

On June 3, 1997, the Board of Directors of the Company approved a plan to
provide mid-level employees with an employee savings plan pursuant to Section
401(k) of the Internal Revenue Service Code (the "Code"). As an alternative to
providing highly compensated employees with participation in such 401(k) plan,
which would have required the Company to extend plan benefits to a broader
group of employees, the Company also authorized a Supplemental Executive
Retirement Plan (the "SERP") for execution. A formal plan, in each case, was
adopted by the Company during the fourth quarter of 1997.

F-16
<PAGE> 43
The 401(k) plan permits participants to contribute, on a pre-tax basis, a
percentage of compensation but not in excess of the maximum level allowed by
the Code. The Company will match 10% of up to the first six percent contributed
by each employee. The cost recognized by the Company for matching contributions
for Fiscal Year 1999, the Stub Period 1998, and Fiscal Year 1997 was
approximately $19,800, $6,000 and $5,400, respectively.

The SERP permits participants to contribute, on a pre-tax basis, a maximum
of 15% of annual compensation. The Company will match 100% up to the first 10%
of annual compensation contributed. The cost recognized by the Company for
matching contributions for Fiscal Year 1999, the Stub Period 1998, and Fiscal
Year 1997 was approximately $75,200, $16,400 and $16,600, respectively.

(14) RELATED PARTY TRANSACTIONS

Berjaya directly or indirectly owns Roadhouse Grill Asia Pacific (H.K.)
Limited ("Roadhouse Grill Hong Kong") and Roadhouse Grill Asia Pacific (Cayman)
Limited ("Roadhouse Grill Asia"). In January 1996, the Company entered into a
Master Development Agreement with Roadhouse Grill Hong Kong which provides for
the development and franchising of Roadhouse Grill restaurants in Hong Kong.
Under the agreement, Roadhouse Grill Hong Kong is not required to develop any
specific number of restaurants in Hong Kong, but any restaurants that it
develops are credited against the development obligations of Roadhouse Grill
Asia under Roadhouse Grill Asia's Master Development Agreement with the
Company. Roadhouse Grill Hong Kong or its affiliates are not required to pay
any franchise or reservation fee for restaurants that it develops, but it is
responsible for paying or reimbursing approved expenses incurred by the Company
in connection with the opening of each restaurant. In addition, Roadhouse Grill
Hong Kong is required to pay a royalty in connection with the operation of each
of its restaurants in the amount of 2% of gross sales. Under certain
circumstances, Roadhouse Grill Hong Kong or the Company may grant franchises to
third parties in Hong Kong. In that event, the Company is entitled to receive
50% of any franchise and reservation fees and 40% of any royalty fee payable by
the third party franchisee, subject to limitations on the amounts payable to
the Company of $10,000 per restaurant in the case of franchise and reservations
fees and 2% of gross sales in the case of royalty fees. The Company did not
recognize royalty income from Roadhouse Grill Hong Kong for Fiscal Year 1999,
the Stub Period 1998 and Fiscal Year 1997.

In January 1996, the Company also entered into a Master Development
Agreement with Roadhouse Grill Asia, which covers countries in Asia and the
Pacific Rim (other than Hong Kong), including but not limited to, Australia,
China, India, Indonesia, Japan, Malaysia, New Zealand, Singapore, South Korea,
the Philippines and Thailand. Under the agreement, Roadhouse Grill Asia is
required to open and maintain at least thirty Roadhouse Grill restaurants
during the first ten years of the term of the agreement, with a minimum of two
restaurants to be developed each year. Under certain circumstances, Roadhouse
Grill Asia or the Company may grant franchises to third parties in the
territory. The fee arrangements under the agreement are substantially the same
as those under the agreement between the Company and Roadhouse Grill Hong Kong.

As of December 28, 1997, there were three Roadhouse Grill restaurants
operating in Malaysia under the Master Development Agreement with Roadhouse
Grill Asia. Subsequently, two of the franchisees in Malaysia ceased operations.
The Company recorded $16,000, $95,000, $51,000 and $44,000 in royalty income
from those restaurants during Fiscal Year 1999, the Stub Period 1998, Fiscal
Year 1997 and Fiscal Year 1996, respectively.

At April 26, 1998 and December 28, 1997, due to related parties consisted
principally of a promissory note in the amounts of $1.5 million and $3.0
million, respectively, due to Berjaya.

On January 12, 1998, the Company paid $1.5 million of the $3.0 million
original amount due. On February 6, 1998, the Company's Board of Directors
approved the issuance of 400,000 shares of common stock to Berjaya, the
majority shareholder of the Company, to convert the remaining $1.5 million of
debt outstanding to common equity at a price of $3.75 per share, based on the
closing market price as of February 6, 1998. The debt carried an interest rate
of 8.5% and was scheduled to be repaid during the first quarter of 1998. The
transaction was consummated on September 30, 1998.

On April 13, 1998, the Company received a promissory note from Berjaya for
$1.0 million in borrowings from the Company, with an annual interest rate of
10.55%. The note was scheduled to be repaid to the Company on June 15, 1998.
The Company extended payment of the note to July 24, 1998, at which date the
note was paid.

During the fourth quarter of 1997, the Company engaged National Retail
Group, Inc. ("NRG"), a real estate and retailing consulting firm, and SABi
International Developments, Inc. ("SABi"), a management consulting and
investment firm, to provide specified real estate development and management
consulting services to the Company, addressing problems from previous management
actions. SABi is wholly-owned by Ayman Sabi. NRG is an affiliate of Ayman Sabi.
Mr. Sabi was and remains a director of the Company, was Chairman of the
Company's Executive Committee from November 1997 to February 1998, and was
elected President and Chief Executive Officer of the Company on February 6,
1998. Martin Bernholz, President of NRG, is Secretary of the Company and
in-house counsel of the Company as of April 25, 1999. During Fiscal Year 1999,
the Company paid fees and reimbursed expenses in the aggregate amount of
$554,000 to NRG. The Company did not make any payments to SABi during Fiscal
Year 1999. During the Stub Period 1998, the Company paid

F-17
<PAGE> 44
fees and reimbursed expenses in the aggregate amount of $141,048 to NRG. The
Company did not make any payments to SABi during the Stub Period 1998. During
Fiscal Year 1997, the Company paid fees and reimbursed expenses in the
aggregate amounts of $168,214 and $60,000 to NRG and SABi, respectively. The
Company believes amounts paid for services rendered by NRG and SABi were fair
and competitive, and represented the fair market value of such services.

(15) INTERNAL REVENUE SERVICE EXAMINATION

The Internal Revenue Service is currently examining the Company's income
tax returns for the year ended December 31, 1995. The Company believes that
resolution of this exam will not have a material adverse effect on the Company's
financial condition or results of operations.

(16) NET INCOME (LOSS) PER COMMON SHARE ("EPS")

The calculation of Basic EPS excludes all dilution and is based upon the
weighted-average number of common shares outstanding during the year. Diluted
EPS reflects the potential dilution that would occur if securities or other
contracts to issue common stock were exercised or converted into common stock.
The following is a reconciliation of the numerators (net income) and the
denominators (common shares outstanding) of the basic and diluted per share
computations for net income:

<TABLE>
<CAPTION>
Seventeen Weeks Ended April 25, 1999
------------------------------------------
Net Income Shares Amount
---------- ------ ------
($ in thousands, except per share data)
<S> <C> <C> <C>
BASIC EPS
Net income available
to common shareholders $6,008 9,536,631 $0.63

EFFECT OF DILUTIVE SECURITIES
Stock options -- 131,838 (0.01)

DILUTED EPS $6,008 9,668,469 $0.62
====== ========= =====
</TABLE>

Options to purchase 513,957 shares of common stock at a weighted-average
exercise price of $6.26 per share were outstanding during Fiscal Year 1999, but
were not included in the computation of diluted EPS because the options'
exercise price was greater than the average market price of the common shares.
The options, which expire on varying dates, were still outstanding as of April
25, 1999.

<TABLE>
<CAPTION>
Seventeen Weeks Ended April 26, 1998
------------------------------------------
Net Income Shares Amount
---------- ------ ------
($ in thousands, except per share data)
<S> <C> <C> <C>
BASIC EPS
Net income available
to common shareholders $1,859 9,305,408 $0.20

EFFECT OF DILUTIVE SECURITIES
Stock options -- 21,234 --

DILUTED EPS $1,859 9,326,642 $0.20
====== ========= =====

</TABLE>

Options to purchase 685,927 shares of common stock at a weighted-average
exercise price of $6.66 per share were outstanding during the Stub Period 1998,
but were not included in the computation of diluted EPS because the options'
exercise price was greater than the average market price of the common shares.
The options, which expire on varying dates, were still outstanding as of April
26, 1998.

F-18
<PAGE> 45

As discussed in Note 7, on February 6, 1998, the Company's Board of
Directors approved the issuance of 400,000 shares to Berjaya to convert $1.5
million of debt outstanding to common equity at a price of $3.75 per share,
based on the closing market price as of February 6, 1998. The debt carried an
interest rate of 8.5% and was scheduled to be repaid during the first quarter
of 1998. As such, these shares are not included in the EPS calculation as of
April 26, 1998. The transaction was consummated on September 30, 1998.

For Fiscal Year 1997 and Fiscal Year 1996, the number of weighted-average
common shares outstanding is essentially equivalent to the weighted-average
common share and share equivalents outstanding - assuming dilution.

(17) QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a summary of the unaudited quarterly results of
operations for Fiscal Year 1999 and the fifty-two weeks ended April 26, 1998
(pro forma) with the quarters structured according to the new fiscal year:

($ in thousands, except per share data)

1ST QTR 2ND QTR 3RD QTR 4TH QTR TOTAL YEAR
-------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C>
1999:
Total revenues $ 29,040 $ 28,181 $ 28,749 $ 34,711 $ 120,681
Operating income 1,668 1,469 2,213 2,718 8,068
Pretax income 1,294 954 1,766 2,227 6,241
Net income $ 1,260 $ 904 $ 1,716 $ 2,128 $ 6,008
Basic net income per common share $ 0.14 $ 0.10 $ 0.18 $ 0.22 $ 0.63
Diluted net income per common share $ 0.13 $ 0.10 $ 0.18 $ 0.22 $ 0.62

1998:
Total revenues $ 23,083 $ 22,866 $ 25,043 $ 29,202 $ 100,194
Income prior to unusual or infrequent items(1) 107 550 1,194 1,969 3,820
(Loss) from impairment of assets(2) -- -- (1,120) -- (1,120)
Operating income(3) 107 550 74 1,969 2,700
Pretax income (loss) (106) 119 (999) 1,555 569
Net income (loss) $ (148) $ 69 $ (1,073) $ 1,505 $ 353
Basic net income (loss) per common share $ (0.02) $ 0.01 $ (0.12) $ 0.16 $ 0.04
Diluted net income (loss) per common share $ (0.02) $ 0.01 $ (0.12) $ 0.16 $ 0.04

</TABLE>

- --------
(1) During the third quarter of pro forma 1998, the Company recognized an
impairment loss of $1.1 million, or $0.12 per share, relating to the
write-down of two under-performing Company-owned restaurants.
(2) During the first quarter of pro forma 1998, the Company recognized
non-recurring severance charges of $430,000, or $0.05 per share. These
charges were incurred for the departure of key executives of the Company.
(3) During the third quarter of pro forma 1998, the Company incurred a loss on
divestiture of an under-performing joint venture of $611,000, or $0.07, per
share.

F-19

<PAGE> 1

Exhibit 12.1 Subsidiaries of the Registrant

Roadhouse Grill-Commercial, Inc.
Roadhouse Grill of North Miami, Inc.
Roadhouse Grill of South Carolina, Inc.
Roadhouse Grill of Georgia, Inc.
Roadhouse Grill of New York, Inc.
Roadhouse Grill Property, L.C.

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-25-1999
<PERIOD-START> APR-27-1998
<PERIOD-END> APR-25-1999
<CASH> 975
<SECURITIES> 0
<RECEIVABLES> 1,279
<ALLOWANCES> 0
<INVENTORY> 1,181
<CURRENT-ASSETS> 7,919
<PP&E> 96,213
<DEPRECIATION> 18,392
<TOTAL-ASSETS> 91,283
<CURRENT-LIABILITIES> 11,808
<BONDS> 0
0
0
<COMMON> 291
<OTHER-SE> 50,386
<TOTAL-LIABILITY-AND-EQUITY> 91,283
<SALES> 120,325
<TOTAL-REVENUES> 120,681
<CGS> 98,496
<TOTAL-COSTS> 112,613
<OTHER-EXPENSES> 1,827
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,210
<INCOME-PRETAX> 6,241
<INCOME-TAX> 233
<INCOME-CONTINUING> 6,008
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,008
<EPS-BASIC> 0.63
<EPS-DILUTED> 0.62

</TABLE>