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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Thirteen Weeks Ended January 28, 2001

[ ] 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)

2703-A GATEWAY DRIVE, POMPANO BEACH, FLORIDA 33069
(Address of principal executive offices and zip code)

Registrant's telephone number (954) 957-2600

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

The number of shares of the registrant's common stock outstanding as of
March 11, 2001 was 9,708,741.

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2
ROADHOUSE GRILL, INC.
FORM 10-Q
THIRTEEN WEEKS ENDED JANUARY 28, 2001

INDEX

Page No.
--------

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Balance Sheets as of January 28, 2001 (unaudited)
and April 30, 2000 (unaudited)................................................... 2

Consolidated Statements of Operations for the Thirteen and Thirty-nine
Weeks Ended January 28, 2001 and January 23, 2000 (unaudited) .................... 3

Consolidated Statement of Changes in Shareholders'
Equity for the Thirty-nine Weeks Ended January 28, 2001 (unaudited) ............. 4

Consolidated Statements of Cash Flows for the Thirty-nine
Weeks Ended January 28, 2001 and January 23, 2000 (unaudited) .................... 5

Notes to Consolidated Financial Statements............................................ 6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS......................................................... 9

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS..................................................................... 16

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K...................................................... 16

SIGNATURES ...................................................................................... 17

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3

PART I

ITEM 1. FINANCIAL STATEMENTS

ROADHOUSE GRILL, INC.
CONSOLIDATED BALANCE SHEETS
January 28, 2001 and April 30, 2000
(Dollars in thousands, except per share data)
(Unaudited)

January 28, April 30,
2001 2000
----------- ---------

ASSETS
Current assets:
Cash and cash equivalents .............................. $ 1,585 $ 378
Accounts receivable .................................... 432 1,026
Income Tax Receivable .................................. 2,254 0
Inventory .............................................. 1,708 1,622
Deferred tax assets, net ............................... 0 431
Prepaid expenses ....................................... 1,829 2,127
-------- --------
Total current assets ................................ 7,808 5,584

Note receivable .......................................... 0 84
Property & equipment, net ................................ 85,863 92,469
Intangible assets, net of accumulated amortization of $514
and $386 at January 28, 2001 and April 30, 2000,
Respectively ........................................... 2,148 2,276
Deferred tax assets, net ................................. 0 1,678
Other assets ............................................. 2,888 3,221
-------- --------

Total assets ....................................... $ 98,707 $105,312
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ....................................... $ 11,209 $ 11,666
Accrued expenses ....................................... 9,137 7,317
Current portion of long-term debt ...................... 29,331 1,252
Current portion of capitalized lease obligations ....... 1,170 1,280
-------- --------
Total current liabilities .......................... 50,847 21,515

Long-term debt ........................................... 3,174 24,409
Capitalized lease obligations ............................ 4,940 5,199
-------- --------

Total liabilities ................................... 58,961 51,123

Shareholders' equity:
Common stock $.03 par value. Authorized 30,000,000 shares;
Issued and outstanding 9,708,741 shares as of
January 28, 2001 and April 30, 2000 .................... 291 291
Additional paid-in-capital ............................... 50,039 50,039
Retained (deficit) earnings .............................. (10,584) 3,859
-------- --------

Total shareholders' equity ......................... 39,746 54,189
Commitments and contingencies ............................ 0 0
-------- --------
Total liabilities and shareholders' equity ......... $ 98,707 $105,312
======== ========

See accompanying notes to consolidated financial statements.

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ROADHOUSE GRILL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Thirteen Weeks and Thirty-nine Weeks Ended
January 28, 2001 and January 23, 2000
(Dollars in thousands, except per share data)
(Unaudited)

Thirteen Weeks Ended Thirty-nine Weeks Ended
------------------------------- -------------------------------
January 28, January 23, January 28, January 23,
2001 2000 2001 2000
----------- ----------- ----------- -----------

Total revenues ............................ $ 41,789 $ 35,918 $ 122,605 $ 103,690

Cost of restaurant sales:
Food and beverage ...................... 15,345 12,171 42,910 35,492
Labor and benefits ..................... 13,931 10,707 39,909 30,134
Occupancy and other .................... 11,373 7,433 30,061 21,296
Pre-opening expenses ................... 556 749 2,091 1,325
----------- ----------- ----------- -----------

Total cost of restaurant sales ......... 41,205 31,060 114,971 88,247

Depreciation and amortization ............. 2,496 2,162 7,429 6,206
General and administrative expenses ....... 2,707 1,890 8,108 6,004
Impairment of long-lived assets ........... 3,066 0 3,066 0
----------- ----------- ----------- -----------

Total operating expenses ............... 49,474 35,112 133,574 100,457
----------- ----------- ----------- -----------

Operating income (loss) ................ (7,685) 806 (10,969) 3,233

Other expense:
Interest expense, net .................. 933 544 2,565 1,721
----------- ----------- ----------- -----------

Income (loss) before taxes and
cumulative effect of change
in accounting principle ......... (8,618) 262 (13,534) 1,512
Income tax expense ........................ 2,728 58 909 334
----------- ----------- ----------- -----------
Income (loss) before
cumulative effect of
change in accounting
principle ....................... (11,346) 204 (14,443) 1,178
Cumulative effect of change in
accounting principle (net of tax
benefit of $269) ........................ 0 0 0 (953)
----------- ----------- ----------- -----------

Net income (loss) ......................... $ (11,346) $ 204 $ (14,443) $ 225
=========== =========== =========== ===========

Basic net income (loss) per common share:
Basic income (loss) before cumulative
effect of change in accounting
principle ............................. $ (1.17) $ 0.02 $ (1.49) $ 0.12
Cumulative effect of change in
accounting principle .................. 0.0 0.0 0.0 (0.10)
----------- ----------- ----------- -----------
Basic net income (loss) per common
Share ................................... $ (1.17) $ 0.02 $ (1.49) $ 0.02
=========== =========== =========== ===========
Diluted net income (loss) per common share:
Diluted income (loss) before
cumulative effect of change
in accounting
principle .............................. $ (1.17) $ 0.02 $ (1.49) $ 0.12
Cumulative effect of change in
accounting principle .................. 0.0 0.0 0.0 (0.10)
----------- ----------- ----------- -----------
Diluted net income (loss) per common
share ................................ $ (1.17) $ 0.02 $ (1.49) $ 0.02
=========== =========== =========== ===========
Weighted-average common shares
outstanding .......................... 9,708,741 9,708,741 9,708,741 9,708,741
=========== =========== =========== ===========
Weighted-average common shares and
share equivalents outstanding -
assuming dilution .................... 9,708,741 9,779,825 9,708,741 9,787,751
=========== =========== =========== ===========

See accompanying notes to consolidated financial statements.

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ROADHOUSE GRILL, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the Thirty Nine Weeks Ended January 28, 2001
(Dollars in thousands)
(Unaudited)

Common Stock Additional Retained
-------------------------- Paid-in- Earnings
Shares Amount Capital (Deficit) Total
--------- --------- --------- --------- ---------

Balance April 30, 2000.. 9,708,741 $ 291 $ 50,039 $ 3,859 $ 54,189

Net loss ............... 0 0 0 (14,443) (14,443)
--------- --------- --------- --------- ---------

Balance January 28, 2001 9,708,741 $ 291 $ 50,039 $ (10,584) $ 39,746
========= ========= ========= ========= =========

See accompanying notes to consolidated financial statements.

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ROADHOUSE GRILL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Thirty Nine Weeks Ended January 28, 2001 and January 23, 2000
(Dollars in thousands)
(Unaudited)

January 28, January 23,
2001 2000
----------- -----------

Cash flows from operating activities:
Net income (loss) ................................... $(14,443) $ 225
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization ..................... 7,429 6,206
Cumulative effect of change in accounting principle 0 1,222
Impairment of long-lived assets ................... 3,066 0
Deferred tax benefit .............................. 0 (269)

Changes in assets and liabilities:
(Increase) decrease in accounts receivable ........ 594 (213)
(Increase) in income tax receivable................ (2,254) 0
(Increase) in inventory ........................... (86) (221)
(Increase) decrease in prepaid expense ............ 298 (972)
(Increase) decrease in other assets ............... 2,442 (99)
Increase (decrease) in accounts payable .......... (457) 3,289
Increase in accrued expenses ..................... 1,820 2,049
-------- --------

Net cash provided (used) by operating activities (1,591) 11,217

Cash flows from investing activities:
Payments for intangibles ............................ 0 (404)
Proceeds from payment on notes receivable ........... 84 0
Proceeds from sale-leaseback transactions ........... 6,994 11,435
Purchase of property and equipment .................. (10,078) (26,291)
-------- --------

Net cash used in investing activities ........... (3,000) (15,260)

Cash flows from financing activities:
Proceeds from borrowings on note payable ............ 8,211 1,000
Proceeds from short term note payable ............... 0 5,000
Repayments of long-term debt ........................ (1,367) (776)
Payments on capital lease obligations ............... (1,046) (1,158)
-------- --------

Net cash used in financing activities ........... 5,798 4,066

Increase in cash and cash equivalents .................. 1,207 23
Cash and cash equivalents at beginning of period ....... 378 975
-------- --------
Cash and cash equivalents at end of period ............. $ 1,585 $ 998
======== ========
Supplementary disclosures:
Interest paid ....................................... $ 2,504 $ 2,144
======== ========
Income taxes paid ................................... $ 821 $ 910
======== ========

See accompanying notes to consolidated financial statements.

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ROADHOUSE GRILL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The consolidated financial statements of Roadhouse Grill, Inc. (the
"Company") for the thirteen and thirty nine weeks ended January 28, 2001 and
January 23, 2000 are unaudited and reflect all adjustments (consisting of normal
recurring adjustments) which are, in the opinion of management, necessary for a
fair presentation of the financial statements for the interim periods. The
financial statements should be read in conjunction with the notes to
consolidated financial statements included herein, together with management's
discussion and analysis of financial condition and results of operations,
contained in the Company's Annual Report on Form 10-K/A for the fifty-three
weeks ended April 30, 2000 ("fiscal year 2000").

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, in which case the fourth fiscal quarter consists of
fourteen weeks.

The results of operations for the thirteen and thirty nine weeks ended
January 28, 2001 are not necessarily indicative of the results for the entire
fiscal year ending April 29, 2001.

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

2. COMMITMENTS AND CONTINGENCIES

The Company is a party to legal proceedings arising in the ordinary
course of business, many of which are covered by insurance. In the opinion of
management, disposition of these matters will not materially affect the
Company's financial condition.

Four restaurants were opened during the thirteen weeks ended January
28, 2001. As of January 28, 2001, construction was underway on six sites which
are expected to open during the fourth quarter of fiscal year 2001 and the first
quarter of 2002. The estimated aggregate cost to complete these restaurants is
approximately $3.5 million which will require additional financing. In addition,
as of January 28, 2001, the Company had contracted to purchase or lease six
additional sites for new restaurant development which will be funded through
previous commitments.

3. SUBSEQUENT EVENTS

On February 14, 2001, Berjaya Group (Cayman) Limited (which owns
approximately 62.3% of Roadhouse Grill, Inc. common stock) extended a $1.5
million (10% interest) convertible loan payable on demand to Roadhouse Grill,
Inc. The term of the loan is not less than six months and can be converted to
shares of common stock at any time. The conversion rate is based on the fair
market value of the common stock on the day of conversion.

Due to liquidity problems the Company has experienced, the Company
signed a $5.9 million note plus 9.5% interest on February 21, 2001 with Colorado
Boxed Beef, the Company's food supplier for past purchases. The note is due no
earlier than 180 days from the date of the note, however $1.5 million must be
paid back by April 21, 2001.

On March 3, 2001, the Company agreed to a payment plan with Tinsley
Advertising and Marketing Inc. and Clear Channel Communication to repay $701,989
due for adverting previously provided. The terms of the plan call for the
Company to pay $50,000 seven days after the signing of the note, $20,000 a week
commencing April 1, 2001 through August 31, 2001 and then $40,000 per week until
the debt is retired.

The Company is required to maintain certain financial ratios in order
to be in compliance with covenants related to debt with Finova Capital
Corporation (Finova). As of the end of the third quarter 2001, the Company was
in compliance with the debt to equity covenant, however the Company was not in
compliance with the cash flow coverage ratio. The Company is in the process of
obtaining a waiver from Finova Capital Corporation, however a waiver has not
been obtained as of March 14, 2001. As a result, the total debt due to Finova of
$29.0 million has been classified as a current liability in the balance sheet at
January 28, 2001. Also, as a result of not being in compliance with the debt
covenant, Finova has the right to call the loan. The Company anticipates that it
will not be in compliance with the cash flow coverage ratio covenant at
year-end.

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4. PRE-OPENING COSTS

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. In previous years, the Company's
accounting policy was to capitalize pre-opening costs and amortize them over a
one-year period. The Company adopted SOP 98-5 during the first quarter of fiscal
year 2000. The effect of initially applying the provisions of SOP 98-5 was
reported as a change in accounting principle at the beginning of the first
quarter of fiscal year 2000 in the amount of $953,000, net of income tax
benefit. Thereafter, all such costs have been expensed as incurred and are
included in "pre-opening expenses" within the accompanying statements of
operations.

5. NEW ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities".
This FASB Statement was later amended by SFAS No. 137 "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of SFAS No.
133" and SFAS No. 138, "Accounting for Derivative Instruments and Hedging
Activities - an Amendment of FASB Statement No. 133". Among other provisions,
SFAS No. 133 and SFAS No. 138 establish accounting and reporting standards for
derivative instruments and hedging activities. They also require that an entity
recognizes all derivatives as either assets or liabilities in the statement of
financial position and measures those instruments at fair value. SFAS No. 133
and SFAS No. 138 are effective for financial statements for fiscal years
beginning after June 15, 2000. Management does not expect to have a significant
impact on its financial position or results of operations associated with the
adoption of SFAS No. 133 and SFAS No. 138.

On March 31, 2000, the FASB issued FASB interpretation No. 44,
Accounting for Certain Transactions involving Stock Compensation - an
interpretation of APB Opinion No. 25 (FIN 44). This interpretation provides
guidance for issues that have arisen in applying APB Opinion No. 25, Accounting
for Stock Issued to Employees. FIN 44 applies prospectively to new awards,
exchanges of awards in a business combination, modifications to outstanding
awards, and changes in grantee status that occur on or after July 1, 2000,
except for the provisions related to repricings and the definition of an
employee which apply to awards issued after December 15, 1998. The provisions
related to modifications to fixed stock option awards to add a reload feature
are effective for awards modified after January 12, 2000. The implementation of
FIN 44 did not have a material impact to the Company's consolidated financial
statements and notes thereto.

6. LEASES

As of January 28, 2001, the Company has a sale-leaseback credit
facility available with CNL Fund Advisors ("CNL"). The credit facility with CNL
expires on September 29, 2001. The credit facility with CNL is available for
development by the Company of new Roadhouse Grill restaurants. The Company is
currently in negotiations with CNL Fund Advisors ("CNL") to secure additional
sale-leaseback credit facilities with them. The Company had a credit facility
with FFCA for development of new Roadhouse Grill restaurants that expired in
January 2001. The company is currently in negotiations with FFCA to renew the
credit facility. While the Company anticipates securing additional
sale-leaseback credit facilities with CNL upon expiration of the current
agreement, there is no assurance that the Company can, in 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 2001 and beyond would be greatly reduced.

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7. NET INCOME (LOSS) PER COMMON SHARE ("EPS")

Net income (loss) per share has been calculated and presented in
accordance with Statement of Financial Accounting Standards No. 128 "Earnings
per Share", which requires the Company to compute and present basic and diluted
earnings per share. 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/loss) and the
denominators (common shares outstanding) of the basic and diluted per share
computations for net income (loss):

Thirteen Weeks Ended January 28, 2001 Thirty-nine Weeks Ended January 28, 2001
--------------------------------------------- ---------------------------------------------
Net Income Shares Amount Net Income Shares Amount
--------------------------------------------- ---------------------------------------------
(Dollars in thousands, except per share data) (Dollars in thousands, except per share data)

BASIC EPS
Net loss available
to common shareholders ...... $ (11,346) 9,708,741 $ (1.17) $ (14,443) 9,708,741 $ (1.49)

EFFECT OF DILUTIVE SECURITIES
Stock options ............... 0 0 0.00 0 0 0.00
--------- --------- -------- --------- --------- --------
DILUTED EPS ................. $ (11,346) 9,708,741 $ (1.17) $ (14,443) 9,708,741 $ (1.49)
========= ========= ======== ========= ========= ========

Options to purchase 661,140 shares of common stock at a weighted-average
exercise price of $5.22 per share were outstanding during the thirteen and
thirty-nine weeks ended January 28, 2001. These options were not included in the
computation of diluted EPS because the Company recognized a loss during the
quarter and the nine months and including such options would result in
anti-dilutive EPS.

Thirteen Weeks Ended January 23, 2000 Thirty-nine Weeks Ended January 23, 2000
--------------------------------------------- ---------------------------------------------
Net Income Shares Amount Net Income Shares Amount
--------------------------------------------- ---------------------------------------------
(Dollars in thousands, except per share data) (Dollars in thousands, except per share data)

BASIC EPS
Net income available
to common shareholders ....... $ 204 9,708,741 $ 0.02 $ 225 9,708,741 $ 0.02

EFFECT OF DILUTIVE SECURITIES
Stock options ................ 0 71,084 0.00 0 79,010 0.00
--------- --------- -------- --------- --------- --------
DILUTED EPS .................. $ 204 9,779,825 $ 0.02 $ 225 9,787,751 $ 0.02
========= ========= ======== ========= ========= ========

Options to purchase 539,661 shares of common stock at a weighted-average
exercise price of $6.21 per share were outstanding during the thirteen and
thirty-nine weeks ended January 23, 2000. These options 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.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion and analysis should be read in conjunction with
the consolidated financial statements and notes thereto, included elsewhere in
this Form 10-Q.

As of January 28, 2001, Roadhouse Grill, Inc. owns and operates 83
full-service casual dining restaurants under the name "Roadhouse Grill". In
addition, Roadhouse Grill, Inc. franchises seven full-service casual dining
restaurants. The Company was incorporated in October 1992 and opened the first
Company-owned restaurant in Pembroke Pines, Florida in March of 1993. Since
then, the Company has opened 82 additional restaurants in 12 states. Three
franchised locations are located in Malaysia; one franchised location is located
in Brasilia, Brazil; and three domestic franchises are located in Las Vegas,
Nevada.

On July 6, 2000, the Company entered into a joint venture agreement with
Cremonini S.p.A. ("Cremonini Group"), a leading publicly traded Italian
conglomerate, specializing in the food service industry in Europe. The joint
venture agreement will allow the Cremonini Group to operate a minimum of 60
Roadhouse Grill restaurants in Italy, France, Spain, Great Britain and other
principal European countries by the year 2004. This joint venture agreement
requires no capital outlay by Roadhouse Grill, Inc. As of January 28, 2001,
there has been no activity associated with this joint venture.

The Company's revenues are derived primarily from the sale of food and
beverages. Sales of alcoholic beverages accounted for approximately 10.0% of
total revenues for the thirteen and thirty-nine weeks ended January 28, 2001.
Franchise and management fees have accounted for less than 1.0% of the Company's
total revenues for all periods since its inception.

The Company's new restaurants can be expected to incur above-average costs
during the first few months of operation. In prior years, pre-opening costs,
such as employee recruiting and training costs and other initial expenses
incurred in connection with the opening of a new restaurant, were amortized over
a twelve-month period commencing with the first full accounting period that the
restaurant opened. The Company adopted the provisions of SOP 98-5 during the
first quarter of fiscal year 2000 and currently expenses all pre-opening costs
as incurred.

The average cash investment, excluding real estate costs and pre-opening
expenses, required to open each of the Roadhouse Grill restaurants opened by the
Company prior to January 28, 2001 was approximately $1.2 million. The average
real estate acquisition cost for the 14 restaurant sites owned by the Company
was approximately $902,000. 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
$113,000 per site. The Company expects that the average cash investment required
to open its prototype restaurants, including pre-opening expenses but excluding
real estate costs, will be between $1.2 million and $1.6 million each, depending
upon whether the Company converts an existing building or constructs a new
restaurant from the ground up.

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RESULTS OF OPERATIONS

The following table sets forth for the periods indicated certain selected
statements of operations data expressed as a percentage of total revenues:

Thirteen Weeks Ended Thirty nine Weeks Ended
-------------------------------------- --------------------------------------
January 28, 2001 January 23, 2000 January 28, 2001 January 23, 2000
---------------- ---------------- ---------------- ----------------

Total revenues ....................... 100.0% 100.0% 100% 100%
Cost of restaurant sales:
Food and beverage ................. 36.7 33.9 35.0 34.2
Labor and benefits ................ 33.4 29.8 32.6 29.1
Occupancy and other ............... 27.2 20.7 24.5 20.5
Pre-opening expenses .............. 1.3 2.1 1.7 1.3
------- ------- ------- -------
Total cost of restaurant sales .... 98.6 86.5 93.8 85.1

Depreciation and amortization ........ 6.0 6.0 6.1 6.0
General and administrative ........... 6.5 5.3 6.6 5.8
Impairment for long-lived assets ..... 7.3 0.0 2.5 0.0
------- ------- ------- -------
Total operating expenses .......... 118.4 97.8 109.0 96.9
------- ------- ------- -------
Operating income (loss) .......... (18.4) 2.2 (9.0) 3.1

Other expense:
Interest expense, net ............. 2.2 1.5 2.1 1.7
------- ------- ------- -------
Income (loss) before income taxes and
cumulative effect of change in
accounting principle ............... (20.6) 0.7 (11.1) 1.4

Income tax expense ................... 6.5 0.2 0.7 0.3
------- ------- ------- -------
Income (loss) before cumulative effect
of change in accounting principle .. (27.1) 0.5 (11.8) 1.1

Cumulative effect of change in
accounting principle ............... (0.0) 0.0 0.0 (0.9)
------- ------- ------- -------
Net income (loss) ................. (27.1)% 0.5% (11.8)% 0.2%
======= ======= ======= =======

This Form 10-Q 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-Q, 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,
reductions in the availability of financing, increases in interest rates and
other factors. In light of the foregoing, there is no assurance that the
forward-looking statements contained in this Form 10-Q 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.

THIRTEEN WEEKS ENDED JANUARY 28, 2001 ("FISCAL YEAR 2001 THIRD QUARTER")
COMPARED TO THIRTEEN WEEKS ENDED JANUARY 23, 2000 ("FISCAL YEAR 2000 THIRD
QUARTER")

RESTAURANTS OPEN. At January 28, 2001 there were 83 Company-owned
restaurants open, including the North Palm Beach Roadhouse Grill restaurant
("North Palm"). On July 12, 1999, the Company terminated a licensing agreement
for the North Palm Beach restaurant and began operating the location as a
Company-owned restaurant. At April 30, 2000, there were 72 Company-owned
restaurants. This represents a 15.3% increase in the number of Company-owned
restaurants since April 30, 2000.

TOTAL REVENUES. Total revenues increased $5.9 million, or 16.4%, from $35.9
million for the fiscal year 2000 third quarter to $41.8 million for the fiscal
year 2001 third quarter. This increase is primarily attributable to sales
generated at

-10-
12

the 18 new restaurants opened by the Company since the end of the fiscal year
2000 third quarter. Sales at comparable stores for the fiscal year 2001 third
quarter decreased 4.5% compared with sales in the fiscal year 2000 third
quarter. The Company believes that this decrease is partially attributable to
reduced marketing and advertising expenditures in fiscal year 2001 as compared
to the fiscal year 2000 and increased competition. The Company spent 4.2% of
revenue on marketing expense in the first nine months of 2000 versus only 3.0%
in the first nine months of fiscal year 2001.

FOOD AND BEVERAGE. Food and beverage costs increased $3.2 million to $15.3
million in the fiscal year 2001 third quarter from $12.1 million in the fiscal
year 2000 third quarter. This increase can be attributable to 18 new restaurants
opened by the Company since the end of the fiscal year 2000 third quarter, a
change in beef procurement practices and a general increase in food cost. As a
percentage of sales, food and beverage costs increased by 2.8 percentage points
to 36.7% for the fiscal year 2001 third quarter from 33.9% for the fiscal year
2000 third quarter. In the third quarter of 2001, the Company changed from using
in house meat cutters to purchasing precut portion controlled beef. The Company
estimates that the change to precut beef increased food and beverage costs as a
percentage of revenue by approximately 1.4%. The Company anticipates a 0.8%
decrease in labor costs due to the elimination of all meat cutter positions.

LABOR AND BENEFITS. Labor and benefits costs increased $3.2 million to
$13.9 million in the fiscal year 2001 third quarter from $10.7 million in the
fiscal year 2000 third quarter. The increase is primarily due to the operation
of 18 new restaurants opened since the end of the fiscal year 2000 third
quarter. As a percentage of sales, labor and benefits costs increased 3.6% to
33.4% for the fiscal year 2001 third quarter from 29.8% for the fiscal year 2000
third quarter. This increase is primarily due to increases in the number of
hourly personnel at its restaurants in order to continue to provide excellent
customer service ("extreme service"), a decline in same store sales and the
opening of new stores which have higher labor costs. During the past three
quarters, the Company has implemented an aggressive recruiting campaign to
attract talented restaurant managers. Due to the competitive labor market, the
Company has also incurred higher management salaries.

OCCUPANCY AND OTHER. Occupancy and other costs increased $4.0 million to
$11.4 million in the fiscal year 2001 third quarter from $7.4 million in the
fiscal year 2000 third quarter. The increase is due to the operation of 18 new
restaurants opened since the end of the fiscal year 2000 third quarter and an
increase in utilities expense due to higher fuel prices. As a percentage of
sales, occupancy and other was 27.2% for the fiscal year 2001 third quarter
compared to 20.7% for the fiscal year 2000 third quarter. During fiscal year
2000 and 2001, the Company entered into sale-leaseback agreements to finance
furniture and equipment for new locations. These leases were recorded as
operating leases and no gain or loss was recorded in these transactions.

PRE-OPENING EXPENSES. Pre-opening expenses decreased $193,000 to $556,000
in the fiscal year 2001 third quarter from $749,000 in the fiscal year 2000
third quarter. The Company opened four stores in the third quarter of 2001 and
five stores in the third quarter of 2000. The decrease is primarily due to the
opening of one less store.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased $0.3
million to $2.5 million in the fiscal year 2001 third quarter from $2.2 million
in the fiscal year 2000 third quarter. The increase is primarily due to the
operation of 18 new restaurants opened since the end of the fiscal year 2000
third quarter. As a percentage of sales, depreciation and amortization was
comparable for both periods presented.

GENERAL AND ADMINISTRATIVE. General and administrative costs increased $0.8
million to $2.7 million in the fiscal year 2001 third quarter, from $1.9 million
in the fiscal year 2000 third quarter. The increase is primarily the result of
the Company's substantial recruiting efforts. The Company currently has
approximately 52 managers in various stages of training that will be ready for
the expected openings later this fiscal year. The Company plans to continue to
maintain a pool of managers that are trained according to the Roadhouse Grill
philosophy. As a percentage of sales, general and administrative costs increased
1.2 percentage points from 5.3% for the fiscal year 2000 third quarter to 6.5%
for the fiscal year 2001 third quarter.

ASSET IMPAIRMENT. The Company recorded a $3.1 million charge in the third
quarter of 2001 due to the impairment of assets at four stores based on SFAS
#121 (Accounting for Impairment of Long-lived Assets and for Long-Lived Assets
to be Disposed of). The Company believes that the assets are impaired and
therefore recorded the charge.

TOTAL OTHER EXPENSE. Total other expense increased $0.4 million to $0.9
million in the fiscal year 2001 third quarter from $0.5 million in the fiscal
year 2000 third quarter. The increase is primarily due to additional interest
expense on additional debt incurred due to the development and opening of 18 new
restaurants since the end of the fiscal year 2000 third quarter. As a percentage
of sales, total other expense was 2.2% for the third quarter of 2001 versus 1.5%
for the third quarter of 2000.

INCOME TAXES (BENEFIT). The Company recorded income tax expense of $2.7
million in the third quarter of fiscal year 2001. During the quarter, the
Company increased the valuation allowance for the deferred tax asset. Management
believes that it is not likely that the deferred tax assets will be realized in
the future.

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13

THIRTY NINE WEEKS ENDED JANUARY 28, 2001 ("FIRST NINE MONTHS OF FISCAL YEAR
2001) COMPARED TO THIRTY NINE WEEKS ENDED JANUARY 23, 2000 ("FIRST NINE MONTHS
OF FISCAL YEAR 2000")

TOTAL REVENUES. Total revenues increased $18.9 million, or 18.2%, from
$103.7 million for the first nine months of fiscal year 2000 to $122.6 million
for the first nine months of fiscal year 2001. This increase is primarily
attributable to sales generated at the 18 new restaurants opened by the Company
since the end of the fiscal year 2000 third quarter. Sales at comparable stores
for the first nine months fiscal year 2001 decreased 5.0% compared with sales in
the first nine months of fiscal year 2000. The Company believes that this
decrease is partially attributable to reduced marketing and advertising
expenditures in fiscal year 2001 as compared to the fiscal year 2000 and
increased competition. The Company spent 4.2% of revenue on marketing expense in
the first nine months of 2000 versus only 3.0% in the first nine months of
fiscal year 2001.

FOOD AND BEVERAGE. Food and beverage costs increased $7.4 million to $42.9
million in the first nine months of fiscal year 2001 from $35.5 million in the
first nine months of fiscal year 2000. This increase is primarily attributable
to 18 new restaurants opened by the Company since the end of the fiscal year
2000 first quarter. As a percentage of sales, food and beverage costs increased
by 0.8 percentage points to 35.0% for the first nine months of fiscal year 2001
from 34.2% for the first nine months of fiscal year 2000. This increase can be
attributable to 18 new restaurants opened by the Company since the end of the
fiscal year 2000 third quarter, a change in beef procurement practices and a
general increase in food cost. In the third quarter of 2001, the Company changed
from using in house meat cutters to purchasing precut portion controlled beef.
The Company estimates that the change to precut beef, increased food and
beverage costs as a percentage of revenue by approximately 1.4%. The Company
anticipates a 0.8% decrease in labor costs due to the elimination of all meat
cutters

LABOR AND BENEFITS. Labor and benefits costs increased $9.8 million to
$39.9 million in the first nine months of fiscal year 2001 from $30.1 million in
the first nine months of fiscal year 2000. The increase is primarily due to the
operation of 18 new restaurants opened since the end of the fiscal year 2000
third quarter. As a percentage of sales, labor and benefits costs increased 3.5%
to 32.6% for the first nine months of fiscal year 2001 from 29.1% for the first
nine months of fiscal year 2000. During the first nine months of fiscal year
2001, the Company increased the number of hourly personnel at its restaurants in
order to continue to provide excellent customer service ("extreme service").
During the past three quarters, the Company has implemented an aggressive
recruiting campaign to attract talented restaurant managers. Due to the
competitive labor market, the Company has incurred higher management salaries.

OCCUPANCY AND OTHER. Occupancy and other costs increased $8.8 million to
$30.1 million in the first nine months fiscal year 2001 from $21.3 million in
the first nine months fiscal year 2000. The increase is due to the operation of
18 new restaurants opened since the end of the fiscal year 2000 third quarter,
increase in equipment rental expense and an increase in utilities expense due to
higher fuel costs. As a percentage of sales, occupancy and other was 24.5% for
the first nine months of fiscal year 2001 versus 20.5% for the first nine months
of fiscal year 2000. During fiscal year 2000 and 2001, the Company entered into
sale-leaseback agreements to finance furniture and equipment for new locations.
These leases were recorded as operating leases and no gain or loss was recorded
in these transactions.

PRE-OPENING EXPENSES. Pre-opening expenses increased $0.8 million to $2.1
million in the first nine months of fiscal year 2001 from $1.3 million in the
first nine months of fiscal year 2000. The increase is primarily due to opening
12 restaurants during the first nine months of fiscal year 2001 as compared to
10 restaurant openings in the first nine months of fiscal year 2000.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased $1.2
million to $7.4 million in the first nine months of fiscal year 2001 from $6.2
million in the first nine months of fiscal year 2000. The increase is primarily
due to the operation of 18 new restaurants opened since the end of the fiscal
year 2000 third quarter. As a percentage of sales, depreciation and amortization
was comparable for both periods presented.

GENERAL AND ADMINISTRATIVE. General and administrative costs increased $2.1
million to $8.1 million for the first nine months of fiscal year 2001 versus
$6.0 million in the first nine months of fiscal year 2000. The increase is
primarily the result of the Company's substantial recruiting efforts. The
Company currently has approximately 52 managers in various stages of training
that will be ready for the expected openings later this fiscal year. The Company
plans to continue to maintain a pool of managers that are trained according to
the Roadhouse Grill philosophy. As a percentage of sales, general and
administrative costs increased 0.8 percentage points from 5.8% for the first
nine months of fiscal year 2000 to 6.6% for the first nine months of fiscal year
2001.

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TOTAL OTHER EXPENSE. Total other expense increased $0.8 million to $2.6
million in the first nine months of fiscal year 2001 from $1.7 million in the
first nine months of fiscal year 2000. The increase is primarily due to
additional interest expense on additional debt incurred due to the development
and opening of 18 new restaurants since the end of the fiscal year 2000 third
quarter. As a percentage of sales, total other expense was comparable for both
periods presented.

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE. During the first
quarter of fiscal year 2000, the Company adopted the provisions of SOP 98-5. The
Company recorded an expense of $953,000 (net of tax benefit) related to the
adoption of SOP 98-5. The Company's policy, effective at the beginning of the
fiscal year 2000 first quarter, has been to expense all pre-opening costs as
incurred, as required by SOP 98-5.

INCOME TAXES (EXPENSE). The Company recorded income tax expense of $.9
million in the third quarter of fiscal year 2001. During the quarter, the
Company increased the valuation allowance for the deferred tax asset. Management
believes that it is not likely that the deferred tax assets will be realized in
the future.

ADOPTION OF NEW ACCOUNTING STANDARDS

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. In previous years, the Company's accounting
policy was to capitalize pre-opening costs and amortize them over a one-year
period. The Company adopted SOP 98-5 during the first quarter of fiscal year
2000. The effect of initially applying the provisions of SOP 98-5 was reported
as a change in accounting principle at the beginning of the first quarter of
fiscal year 2000 in the amount of $953,000, net of income tax benefit.
Thereafter, all such costs have been expensed as incurred and are included in
"pre-opening expenses" within the accompanying statements of income.

NEW ACCOUNTING STANDARDS

On March 31, 2000, the FASB issued FASB interpretation No. 44, Accounting
for Certain Transactions involving Stock Compensation - an interpretation of APB
Opinion No. 25 (FIN 44). This interpretation provides guidance for issues that
have arisen in applying APB Opinion No. 25, Accounting for Stock Issued to
Employees. FIN 44 applies prospectively to new awards, exchanges of awards in a
business combination, modifications to outstanding awards, and changes in
grantee status that occur on or after July 1, 2000, except for the provisions
related to repricings and the definition of an employee which apply to awards
issued after December 15, 1998. The provisions related to modifications to fixed
stock option awards to add a reload feature are effective for awards modified
after January 12, 2000. The implementation of FIN 44 did not have a material
impact to the Company's consolidated financial statements and notes thereto.

LIQUIDITY AND CAPITAL RESOURCES

The Company requires capital principally for the opening of new restaurants
and has financed its requirements through the private placement of common stock,
an Initial Public Offering, bank loans, leasing facilities and loans from
certain private parties, including present and former shareholders of the
Company.

The Company has experienced cashflow problems due to the fact that the
Company has opened 30 new stores in the past twenty-four months combined with a
pre-tax loss (before asset impairment) of approximately $10.5 million. The
Company had net cash provided by operations of $11.2 million for the first nine
months of 2000 versus $1.6 million net cash used by operations for the first
nine months of 2001. The Company has obtained a $1.5 million loan from Berjaya
Group (Cayman) Limited (discussed below) to aid with the liquidity problem. The
Company has implemented revenue enhancement programs along with cost reduction
initiatives which management believes will produce positive cash flow to fund
current operations. There is no assurance that these initiatives will produce
sufficient cash flow to cover previously incurred liabilities and fund current
operations. If these are not successful, the Company will have to obtain
additional capital to ensure that the Company can continue to operate.

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The Company anticipates that it may require additional debt or equity
financing in order to continue to open new restaurants and fund previous losses.
There can be no guarantee or assurance financing will be available on terms
acceptable to the Company, if at all. The Company's ability to pledge assets as
collateral for additional financing is limited. Therefore, additional financing
will have to be in the form of an unsecured loan or additional equity. In the
event the Company is unable to secure additional financing sufficient to fund
previous losses and to support continued growth, the Company's operating and
financial plans would require revision.

As of January 28, 2001, the Company has a sale-leaseback credit facility
available with CNL Fund Advisors ("CNL"). The credit facility with CNL expires
on September 29, 2001. The credit facility with CNL is available for development
by the Company of new Roadhouse Grill restaurants. The Company is currently in
negotiations with CNL Fund Advisors ("CNL") to secure additional sale-leaseback
credit facilities with them. The Company had a credit facility with FFCA for
development of new Roadhouse Grill restaurants that expired in January 2001. The
company is currently in negotiations with FFCA to renew the credit facility.
While the Company anticipates securing additional sale-leaseback credit
facilities with CNL upon expiration of the current agreements, there is no
assurance that the Company can, in 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 2001
and beyond would be greatly reduced.

Due to liquidity problems the Company has experienced, the Company signed
a $5.9 million note plus 9.5% interest on February 21, 2001 with Colorado Boxed
Beef, the Company's food supplier. The note is due no earlier than 180 days from
the date of the note, however $1.5 million must be paid back by April 21, 2001.

On March 3, 2001, the Company agreed to a payment plan with Tinsley
Advertising and Marketing Inc. and Clear Channel Communication to repay $701,989
due for adverting previously provided. The terms of the note call for the
Company to pay $50,000 seven days after the signing of the note, $20,000 a week
commencing April 1, 2001 through August 31, 2001 and then $40,000 per week until
the debt is retired.

The Company is required to maintain certain financial ratios in order to
be in compliance with covenants related to debt with Finova Capital Corporation
(Finova). As of the end of the third quarter 2001, the company was in compliance
with the debt to equity covenant, however the Company was not in compliance with
the cashflow coverage ratio. The Company is in the process of obtaining a waiver
from Finova Capital Corporation, however a waiver has not been obtained as of
March 14, 2001. As a result, the total debt due to Finova has been classified as
a current liability in the balance sheet at January 28, 2001. Also, as a result
of not being in compliance with the debt covenant, Finova has the right to call
the loan. The Company anticipates that it will not be in compliance with the
cashflow coverage ratio covenant by year-end.

The Company had a negative working capital at the end of the second
quarter of fiscal year 2001 of $8.9 million. The Company had negative working
capital of $43.0 million at the end of the third quarter of 2001 due to the
reclassification of all of the Finova debt from long term to current, which
increased the negative working capital by $27.6 million. Excluding the
reclassification of the Finova debt, negative working capital would have been
$15.4 million. The Company does not have significant receivables or inventory
and receives trade credit on its purchases of food and supplies.

SEASONALITY AND QUARTERLY RESULTS

The Company's sales and earnings fluctuate seasonally. The Company's
highest earnings are expected to occur in the third and fourth fiscal quarters.
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

IMPACT OF INFLATION

The Company does not believe that inflation has materially affected its
results of operations during the past five fiscal years. Substantial increases
in costs and expenses, particularly food, supplies, labor and operating expenses
could have a significant impact on the Company's operating results to the extent
that such increases cannot be passed along to customers.

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EMPLOYEES

The Company competes with other companies for qualified personnel,
especially management. A shortage of qualified personnel could materially affect
the Company. The Company has not experienced a shortage of qualified personnel
to date and believes that the risk of a shortage is minimal.

SITE LOCATION

The Company competes in the marketplace for qualified restaurant locations.
There is no assurance that the Company can find enough qualified sites to
continue its expansion plans.

CONSUMER TASTE

The restaurant industry is highly competitive and subject to changes in
consumer tastes. The Company believes that it has the ability to respond quickly
to changing taste and preferences because of its flexible format and trade name.

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PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in various legal actions arising in the normal
course of business. While the resolution of any such action may have an impact
on the financial results for the period in which it is resolved, the Company
believes that the ultimate disposition of these matters will not, in the
aggregate, have a material adverse effect upon its business or financial
position.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) The Exhibits listed on the accompanying Exhibit Index are filed with or
incorporated by reference in this report.

Material Contracts

10.1 Convertible Secured Promissory Note dated February 14, 2001 between
Roadhouse Grill, Inc. and Berjaya Group (Cayman) Limited.

10.2 Promissory Note dated February 21, 2001 between Roadhouse Grill, Inc.
and Colorado Boxed Beef Company.

10.3 Repayment Plan dated March 3, 2001 between Roadhouse Grill, Inc. and
Tinsley Advertising and Marketing Inc. and Clear Channel
Communications, Inc.

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

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf on March 14, 2001, by the undersigned, thereunto duly authorized.

ROADHOUSE GRILL, INC.
(Registrant)

/s/ Ayman Sabi President, Chief Executive Officer March 14, 2001
- -------------------------------- and Director
Ayman Sabi (Principal Executive Officer)

/s/ Harry Rosenfeld Chief Financial Officer March 14, 2001
- -------------------------------- (Principal Financial Officer
Harry Rosenfeld and Principal
Accounting Officer)

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