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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 October 24, 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)

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
December 3, 1999 was 9,708,741.

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ROADHOUSE GRILL, INC.
FORM 10-Q
THIRTEEN WEEKS ENDED OCTOBER 24, 1999

INDEX

Page No.
--------
PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements:

Consolidated Balance Sheets as of October 24, 1999 (unaudited)
and April 25, 1999............................................................... 2

Consolidated Statements of Operations for the Thirteen Weeks and
Twenty-Six Weeks Ended October 24, 1999 and October 25, 1998
(unaudited)....................................................................... 3

Consolidated Statement of Changes in Shareholders' Equity
for the Twenty-Six Weeks Ended October 24, 1999 (unaudited) ..................... 4

Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended
October 24, 1999 and October 25, 1998 (unaudited) ................................ 5

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

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................................... 8

PART II. OTHER INFORMATION

Item 1. Legal Proceedings..................................................................... 15

Item 6. Exhibits and Reports on Form 8-K...................................................... 15

Signatures ...................................................................................... 16

Exhibit Index ...................................................................................... 17

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PART I

Item 1. Financial Statements

ROADHOUSE GRILL, INC.
Consolidated Balance Sheets
October 24, 1999 and April 25, 1999
($ in thousands, except per share data)

October 24, April 25,
1999 1999
------------- -----------
(Unaudited)

Assets
Current assets:
Cash and cash equivalents ................................................... $ 482 $ 975
Accounts receivable ......................................................... 545 1,279
Inventory ................................................................... 1,236 1,181
Pre-opening costs, net ...................................................... -- 1,222
Deferred tax assets, net .................................................... 2,539 2,270
Prepaid expenses ............................................................ 1,924 992
------- -------
Total current assets ...................................................... 6,726 7,919

Note receivable ................................................................ 167 167
Property & equipment, net ...................................................... 83,259 77,821
Intangible assets, net of accumulated amortization of $301 and $227 at
October 24, 1999 and April 25, 1999, respectively ............................ 2,361 2,031
Other assets ................................................................... 3,757 3,345
------- -------

Total assets ............................................................. $96,270 $91,283
======= =======

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable ............................................................. $ 9,563 $ 4,692
Accrued expenses ............................................................. 4,536 4,476
Short-term note payable ...................................................... 1,000 --
Current portion of long-term debt ............................................ 973 1,047
Current portion of capitalized lease obligations ............................. 1,572 1,593
------- -------
Total current liabilities ................................................ 17,644 11,808

Long-term debt ................................................................. 18,014 18,458
Capitalized lease obligations .................................................. 9,914 10,340
------- -------

Total liabilities ......................................................... 45,572 40,606

Shareholders' equity:
Common stock $.03 par value. Authorized 30,000,000 shares;
issued and outstanding 9,708,741 shares as of
October 24, 1999 and April 25, 1999 .......................................... 291 291
Additional paid-in capital ..................................................... 50,039 50,039
Retained earnings .............................................................. 368 347
------- -------

Total shareholders' equity ............................................... 50,698 50,677
Commitments and contingencies (Note 2) ......................................... -- --
------- -------
Total liabilities and shareholders' equity ............................... $96,270 $91,283
======= =======

See accompanying notes to consolidated financial statements.

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ROADHOUSE GRILL, INC.
Consolidated Statements of Operations
For the Thirteen Weeks and Twenty-Six Weeks Ended
October 24, 1999 and October 25, 1998
($ in thousands, except per share data)
(Unaudited)

Thirteen Weeks Ended Twenty-Six Weeks Ended
----------------------------- -----------------------------

October 24, October 25, October 24, October 25,
1999 1998 1999 1998
----------- ----------- ----------- -----------

Total revenues ............................ $ 32,331 $ 28,181 $ 67,563 $ 57,221

Cost of restaurant sales:
Food and beverage ...................... 10,997 9,431 22,741 19,039
Labor and benefits ..................... 9,413 8,058 19,427 16,291
Occupancy and other .................... 7,054 5,214 14,234 10,942
Pre-opening expenses ................... 529 367 576 730
----------- ----------- ----------- -----------

Total cost of restaurant sales ......... 27,993 23,070 56,978 47,002

Depreciation and amortization ............. 2,032 1,839 4,044 3,556
General and administrative expenses ....... 1,980 1,698 4,114 3,329
----------- ----------- ----------- -----------

Total operating expenses ............... 32,005 26,607 65,136 53,887
----------- ----------- ----------- -----------

Operating income ....................... 326 1,574 2,427 3,334

Other income (expense):
Interest expense, net (596) (585) (1,177) (1,082)
Equity in net (loss) of
affiliates............................ -- (35) -- (3)
----------- ----------- ----------- -----------

Total other (expense) ................ (596) (620) (1,177) (1,085)
----------- ----------- ----------- -----------

Income (loss) before taxes and
cumulative effect of change in
accounting principle................ (270) 954 1,250 2,249
Income tax expense (benefit).......... (58) 50 276 84
----------- ----------- ----------- -----------
Income (loss) before cumulative
effect of change in accounting
principle........................... (212) 904 974 2,165
Cumulative effect of change in accounting
principle (net of tax benefit of $269).. -- -- (953) --
----------- ----------- ----------- -----------

Net income (loss) ......................... $ (212) $ 904 $ 21 $ 2,165
=========== =========== =========== ===========

Basic net income (loss) per common share:
Basic income (loss) before cumulative
effect of change in accounting
principle ............................ $ (0.02) $ 0.10 $ 0.10 $ 0.23
Cumulative effect of change in
accounting principle ................. -- -- (0.10) --
----------- ----------- ----------- -----------
Basic net income (loss) per common
share ................................ $ (0.02) $ 0.10 $ 0.00 $ 0.23
=========== =========== =========== ===========
Diluted net income (loss) per common share:
Diluted income (loss) before cumulative
effect of change in accounting
principle ............................ $ (0.02) $ 0.10 $ 0.10 $ 0.23
Cumulative effect of change in
accounting principle ................. -- -- (0.10) --
----------- ----------- ----------- -----------
Diluted net income (loss) per common
share .................................. $ (0.02) $ 0.10 $ 0.00 $ 0.23
=========== =========== =========== ===========
Weighted-average common shares outstanding 9,708,741 9,423,027 9,708,741 9,365,719
=========== =========== =========== ===========
Weighted-average common shares and share
equivalents outstanding - assuming
dilution................................ 9,708,741 9,486,874 9,836,081 9,507,768
=========== =========== =========== ===========

See accompanying notes to consolidated financial statements.

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ROADHOUSE GRILL, INC.
Consolidated Statement of Changes in Shareholders' Equity
For the Twenty-Six Weeks Ended October 24, 1999
($ in thousands)
(Unaudited)

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

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

Net income ............. -- -- -- 21 21
--------- --------- --------- ---------- ---------

Balance October 24, 1999 9,708,741 $ 291 $ 50,039 $ 368 $ 50,698
========= ========= ========= ========== =========

See accompanying notes to consolidated financial statements.

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ROADHOUSE GRILL, INC.
Consolidated Statements of Cash Flows
For the Twenty-Six Weeks Ended October 24, 1999 and October 25, 1998
($ in thousands)
(Unaudited)

October 24, October 25,
1999 1998
---------- -----------

Cash flows from operating activities
Net income ............................................ $ 21 $ 2,165
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization ....................... 4,044 4,286
Equity in net loss of affiliate ..................... -- 3
Cumulative effect of change in accounting principle . 1,222 --
Deferred tax benefit ................................ (269) --

Changes in assets and liabilities:
(Increase) in accounts receivable ................... (63) (110)
(Increase) in inventory ............................. (55) (43)
(Increase) in pre-opening costs ..................... -- (381)
(Increase) in prepaid expense ....................... (932) (1,083)
(Increase) decrease in other assets ................. (296) 246
Increase (decrease) in accounts payable ............. 4,871 (1,282)
Increase (decrease) in accrued expenses ............. 60 (131)
-------- --------

Net cash provided by operating activities ......... 8,603 3,670

Cash flows from investing activities
Dividends received from affiliate ..................... -- 93
Advances to affiliates, net ........................... -- 9
Payments for intangibles .............................. (404) (20)
Acquisition of restaurant, net of cash acquired ....... -- (1,359)
Proceeds from payment on note receivable from affiliate -- 1,000
Proceeds from payment on notes receivable ............. -- 72
Proceeds from sale-leaseback transactions ............. 6,733 861
Purchase of property and equipment .................... (15,175) (2,946)
-------- --------
Net cash used in investing activities ............. (8,846) (2,290)

Cash flows from financing activities
Issuance of common stock .............................. -- 15
Proceeds from short-term note payable ................. 1,000 --
Repayments of long-term debt .......................... (518) (336)
Payments on capital lease obligations ................. (732) (576)
-------- --------

Net cash used in financing activities ............. (250) (897)

(Decrease) increase in cash and cash equivalents ......... (493) 483
Cash and cash equivalents at beginning of period ......... 975 3,555
-------- --------
Cash and cash equivalents at end of period ............... $ 482 $ 4,038
======== ========
Supplementary disclosures:
Interest paid ......................................... $ 1,427 $ 1,275
======== ========
Income taxes paid ..................................... $ 881 $ 1,155
======== ========

Non-cash investing and financing activities:
During the twenty-six weeks ended October 24, 1999, the Company entered into
four capital lease transactions for real estate in the amount of $918,000.

During the twenty-six weeks ended October 25, 1998, the Company issued
400,000 shares of common stock to Berjaya Cayman. 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 twenty-six weeks ended October 25, 1998, the Company entered into
a capital lease transaction for real estate in the amount of $1.2 million.

See accompanying notes to consolidated financial statements.

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ROADHOUSE GRILL, INC.
Notes to Consolidated Financial Statements

1. Basis of Presentation

The financial statements of Roadhouse Grill, Inc. (the "Company") for
the thirteen weeks and twenty-six weeks ended October 24, 1999 and October
25, 1998, 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 for the
fifty-two weeks ended April 25, 1999 ("fiscal year 1999").

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 the fourth fiscal quarter consists of
fourteen weeks.

The results of operations for the thirteen weeks and twenty-six weeks
ended October 24, 1999 are not necessarily indicative of the results for
the entire fiscal year ending April 23, 2000.

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.

During the thirteen weeks ended October 24, 1999, the Company completed
construction and opened four new Company-Owned restaurants. During the
thirteen weeks ended October 24, 1999, construction was underway on twelve
sites which are expected to open during the third and fourth quarters of
fiscal year 2000. The estimated aggregate cost to complete these
restaurants is approximately $10.8 million. In addition, as of October 24,
1999, the Company had contracted to purchase or lease eleven additional
sites for new restaurant development.

3. 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 is reported as a change in accounting principle at
the beginning of the first quarter of fiscal year 2000 as an expense within
the statements of operations in the amount of $953,000, net of income tax
benefit. Thereafter, all such costs are expensed as incurred and are
included in "pre-opening expenses" within the accompanying statements of
operations.

4. Leases

Pursuant to a $10.0 million funding commitment secured in July 1999
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 leases with no deferred gain.
As of October 24, 1999, the Company has available to it approximately $5.0
million in a sale-leaseback credit facility from CNL.

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5. 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:

Thirteen Weeks Ended October 24, 1999 Twenty-Six Weeks Ended October 24, 1999
------------------------------------- ---------------------------------------
Net Income Shares Amount Net Income Shares Amount
---------- ------ ------ ---------- ------ ------
($ in thousands, except per share data )

BASIC EPS
Net income available
to common shareholders .... $ (212) 9,708,741 $ (0.02) $ 21 9,708,741 $ 0.00

EFFECT OF DILUTIVE SECURITIES
Stock options ............... -- -- -- -- 127,340 --
--------- --------- -------- --------- --------- --------
DILUTED EPS ................. $ (212) 9,708,741 $ (0.02) $ 21 9,836,081 $ 0.00
========= ========= ======== ========= ========= ========

Options to purchase 841,228 shares of common stock at a weighted
average exercise price of $5.25 per share were outstanding during the
thirteen weeks and twenty-six weeks ended October 24, 1999, but were not
included in the computation of diluted EPS because the Company recognized a
net loss during the quarter, and including such options would result in
anti-dilutive EPS.

Thirteen Weeks Ended October 25, 1998 Twenty-Six Weeks Ended October 25, 1998
------------------------------------- -----------------------------------------
Net Income Shares Amount Net Income Shares Amount
---------- ------ ------ ---------- --------- ----------
($ in thousands, except per share data)

BASIC EPS
Net income (loss) available
to common shareholders .... $ 904 9,423,027 $0.10 $ 2,165 9,365,719 $ 0.23

EFFECT OF DILUTIVE SECURITIES
Stock options ............... -- 42,777 -- -- 76,884 --

Convertible debt ............ -- 21,070 -- -- 65,165 --
--------- --------- ----- --------- --------- ----------
DILUTED EPS ................. $ 904 9,486,874 $0.10 $ 2,165 9,507,768 $ 0.23
========= ========= ===== ========= ========= ==========

Options to purchase 268,642 shares of common stock at a
weighted average exercise price of $6.70 per share were outstanding during
the thirteen weeks and twenty-six weeks ended October 25, 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 October 25, 1998.

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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 December 3, 1999, Roadhouse Grill, Inc. owns and operates 62
full-service, casual dining restaurants under the name "Roadhouse Grill".
In addition, Roadhouse Grill, Inc. franchises two 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 61 additional restaurants in 11
states. The two franchises are located in Las Vegas, Nevada.

The Company's revenues are derived primarily from the sale of food and
beverages. Sales of alcoholic beverages accounted for approximately 10.7%
and 10.6% of total revenues for the thirteen weeks and the twenty-six weeks
ended October 24, 1999, respectively. Franchise and management fees have
accounted for less than 1% 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 was open. 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 land costs and pre-opening
expenses, required to open each of the Roadhouse Grill restaurants opened
by the Company prior to October 24, 1999 was approximately $1.3 million.
The average land 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 $100,000 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 $1.1 million and $1.6 million, 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 Twenty-Six Weeks Ended
----------------------------------- --------------------------------------
October 24, 1999 October 25, 1998 October 24, 1999 October 25, 1998
---------------- ---------------- ---------------- ----------------

Total revenues.................... 100.0% 100.0% 100.0% 100.0%
Cost of restaurant sales:
Food and beverage............. 34.0 33.5 33.7 33.3
Labor and benefits............ 29.1 28.6 28.8 28.5
Occupancy and other........... 21.9 18.5 21.0 19.1
Pre-opening expenses......... 1.6 1.3 0.9 1.3
----- ----- ----- ------
Total cost of restaurant sales 86.6 81.9 84.4 82.2

Depreciation and amortization..... 6.3 6.5 6.0 6.2
General and administrative........ 6.1 6.0 6.1 5.8
----- ----- ----- ------
Total operating expenses....... 99.0 94.4 96.5 94.2
----- ----- ----- ------

Operating income ............. 1.0 5.6 3.5 5.8

Other income (expense):
Interest expense, net......... (1.8) (2.1) (1.7) (1.9)
Equity in net (loss) of
affiliates ................. 0.0 (0.1) 0.0 0.0
----- ----- ----- ------

Total other (expense)....... (1.8) (2.2) (1.7) (1.9)
----- ----- ----- ------

Income (loss) before income taxes
and cumulative effect of change
in accounting principle........ (0.8) 3.4 1.8 3.9

Income taxes (benefit)........... (0.2) 0.2 0.4 0.1
----- ----- ----- ------

Income (loss) before cumulative
effect of change in accounting
principle...................... (0.6) 3.2 1.4 3.8

Cumulative effect of change in
accounting principle........... 0.0 0.0 (1.4) 0.0
----- ----- ----- ------

Net income (loss)........... (0.6)% 3.2% 0.0% 3.8%
===== ===== ===== ======

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,
adverse weather conditions, specifically in Florida and other southeast states
where 35 of the Company's restaurants are located, 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 OCTOBER 24, 1999 ("FISCAL YEAR 2000 SECOND QUARTER")
COMPARED TO THIRTEEN WEEKS ENDED OCTOBER 25, 1998 ("FISCAL YEAR 1999
SECOND QUARTER")

Restaurants open. At October 24, 1999 there were 61 Company-Owned
restaurants open, including the Kendall Roadhouse Grill ("Kendall") restaurant
and the North Palm Beach Roadhouse Grill restaurant ("North Palm Beach"). On
July 12, 1999, the Company terminated its licensing agreement for North Palm
Beach and began operating the location as a Company-Owned restaurant. On August
14, 1998, the Company purchased the remaining 50% equity interest outstanding in
Kendall. At October 25, 1998, there were 47 Company-Owned restaurants open,
excluding North Palm Beach. This represents a 29.8% increase in the number of
Company-Owned restaurants. In addition, two franchised Roadhouse Grill
restaurants were open at October 24, 1999 in Las Vegas, Nevada.

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11

Total revenues. Total revenues increased $4.2 million, or 14.7%, from $28.2
million for the fiscal year 1999 second quarter to $32.3 million for the fiscal
year 2000 second quarter. This increase is primarily attributable to sales
generated at the 12 new restaurants opened by the Company since the end of the
fiscal year 1999 second quarter and the inclusion of 100% of sales from both
Kendall and North Palm Beach this current fiscal quarter. Sales at comparable
stores for the fiscal year 2000 second quarter decreased 3.2% compared with
sales in the fiscal year 1999 second quarter. This was due, in large part, to
lower than expected sales for the current year quarter because of severe
tropical storms that swept across Florida and other southeastern states. These
storms, hurricane Floyd and tropical storm Irene, caused closures of a
significant number of Roadhouse Grill restaurants in the affected areas (in some
cases up to four days) due to mandatory evacuations, power outages and
significant flooding. In addition to the actual closure of restaurants, normal
activities of the population base from which the Company draws its dining guests
changed dramatically in the affected storm areas prior to and after the storms.
This also had a negative impact on the Company's sales in fiscal year 2000
second quarter. The dollar amount of lost sales due to the storms is
indeterminable. The number of restaurants included in the same store sales base
for the fiscal year 2000 second quarter was 42. Twenty-four of these restaurants
were located in Florida and 11 restaurants were located in other southeastern
states.

Food and beverage. Food and beverage costs increased $1.6 million, or
16.6%, to $11.0 million in the fiscal year 2000 second quarter from $9.4 million
in the fiscal year 1999 second quarter. This increase is primarily attributable
to the opening and operating of 12 new restaurants since the end of fiscal year
1999 second quarter and the operations of both Kendall and North Palm Beach. In
addition, the Company incurred higher than expected beef costs in the fiscal
year 2000 second quarter. Beef costs were approximately 11% higher than what the
Company paid for similar products in early calendar year 1999. As a percentage
of sales, food and beverage costs increased by 0.5 percentage points to 34.0%
for the fiscal year 2000 second quarter from 33.5% for the fiscal year 1999
second quarter.

Labor and benefits. Labor and benefits costs increased $1.4 million to $9.4
million in the fiscal year 2000 second quarter, or 16.8%, from $8.1 million in
the fiscal year 1999 second quarter. The increase is primarily due to the
opening and operating of 12 new restaurants since the end of fiscal year 1999
second quarter and the operations of both Kendall and North Palm Beach. As a
percentage of sales, labor and benefits costs increased by 0.5 percentage points
to 29.1% for the fiscal year 2000 second quarter from 28.6% for the fiscal year
1999 second quarter. This percentage increase is principally due to the fixed
nature of the cost of restaurant management labor and lower than expected sales
as previously described. This resulted in a percentage increase in labor and
benefits over the prior year comparable period.

Occupancy and other. Occupancy and other costs increased $1.8 million to
$7.1 million in the fiscal year 2000 second quarter, or 35.3%, from $5.2 million
in the fiscal 1999 second quarter. The increase is primarily due to the opening
and operating of 12 new restaurants since the end of fiscal year 1999 second
quarter and the operations of both Kendall and North Palm Beach. As a percentage
of sales, occupancy and other costs increased by 3.4 percentage points from
18.5% for the fiscal year 1999 second quarter to 21.9% for the fiscal year 2000
second quarter. This increase is due, in part, to increased marketing costs
during the fiscal year 2000 second quarter compared to the fiscal year 1999
second quarter. In addition, due to the fixed nature of occupancy and other
costs and lower than expected sales as previously described, occupancy and other
costs as a percentage of sales were higher than the prior year comparable
period.

Pre-opening expenses. Pre-opening expenses increased $162,000 to $529,000
in the fiscal year 2000 second quarter, or 44.1%, from $367,000 in the fiscal
year 1999 second quarter. The increase is primarily due to the adoption of
Statement of Position 98-5 "Reporting on the Costs of Start-Up Activities,"
which requires that pre-opening costs be expensed as incurred. Previously, the
Company amortized pre-opening costs over a twelve-month period. The Company
adopted SOP 98-5 in the fiscal year 2000 first quarter. Pre-opening expenses in
the fiscal year 2000 second quarter were primarily costs associated with the
opening of four new restaurants during that period.

Depreciation and amortization. Depreciation and amortization increased
$193,000 to $2.0 million in the fiscal year 2000 second quarter, or 10.5%, from
$1.8 million in the fiscal year 1999 second quarter. The increase is primarily
due to the opening and operating of 12 new restaurants since the end of the
fiscal year 1999 second quarter and the operations of Kendall. As a percentage
of sales, depreciation and amortization decreased by 0.2 percentage points from
6.5% for the fiscal year 1999 second quarter to 6.3% for the fiscal year 2000
second quarter.

General and administrative. General and administrative costs increased
$282,000 to $2.0 million in the fiscal year 2000 second quarter, or 16.6%, from
$1.7 million in the fiscal year 1999 second quarter. The increase is primarily
the result of the Company's substantial recruiting efforts. The Company
currently has approximately 40 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 were 6.1% of sales for the fiscal year 2000 second quarter compared to
6.0% in the prior year comparable period.

Interest expense. Interest expense increased $11,000 to $596,000 in the
fiscal year 2000 second quarter from $585,000 in the fiscal year 1999 second
quarter.

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Income taxes (benefit). 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.

The Company incurred an income tax benefit of $58,000 due to the fiscal
year 2000 second quarter loss and incurred a $50,000 income tax expense in the
fiscal year 1999 second quarter, representing state income tax and alternative
minimum tax benefits and expense, respectively.

TWENTY-SIX WEEKS ENDED OCTOBER 24, 1999 ("FIRST SIX MONTHS OF FISCAL YEAR 2000")
COMPARED TO TWENTY-SIX WEEKS ENDED OCTOBER 25, 1998 ("FIRST SIX MONTHS OF FISCAL
YEAR 1999")

Total revenues. Total revenues increased $10.3 million, or 18.1%, from
$57.2 million in the first six months of fiscal year 1999 to $67.6 million in
the first six months of fiscal year 2000. This increase is primarily
attributable to the opening and operating of 12 new restaurants since the end of
the fiscal year 1999 second quarter, the operations of both Kendall and North
Palm Beach and sales from three new restaurants that were only open and
operating part of the first six months of fiscal year 1999. Sales at comparable
stores for the first six months of fiscal year 2000 decreased 1.1% compared with
sales in the first six months of fiscal year 1999. This was due, in large part,
to lower than expected sales during the fiscal year 2000 second quarter as
previously described.

Food and beverage. Food and beverage costs amounted to $22.7 million in the
first six months of fiscal year 2000, an increase of $3.7 million, or 19.4%,
from $19.0 million in the same period last year. This increase is primarily due
to the opening and operating of 12 new restaurants since the end of the fiscal
year 1999 second quarter, the operations of both Kendall and North Palm Beach
and the operation of three new restaurants that were only open and operating
part of the first six months of fiscal year 1999. In addition, the Company
incurred higher than expected beef costs in the fiscal year 2000 first and
second quarters. Beef costs were approximately 11% higher than what the Company
paid for similar products in early calendar year 1999. As a percentage of sales,
food and beverage increased by 0.4 percentage points to 33.7% for the first six
months of fiscal year 2000 from 33.3% for the first six months of fiscal year
1999.

Labor and benefits. Labor and benefits costs increased $3.1 million to
$19.4 million in the first six months of fiscal year 2000, or 19.2%, from $16.3
million in the first six months of fiscal year 1999. The increase is primarily
due to the opening and operating of 12 new restaurants opened since the end of
the fiscal year 1999 second quarter, the operations of both Kendall and North
Palm Beach and three new restaurants that were only open and operating part of
the first six months of fiscal year 1999. As a percentage of sales, labor and
benefits costs increased by 0.3 percentage points to 28.8% for the first six
months of fiscal year 2000 from 28.5% for the first six months of fiscal year
1999. The increase was primarily due to the fixed nature of the cost of
restaurant management labor and lower than expected sales in the fiscal year
2000 second quarter as previously described. This resulted in a percentage
increase in labor and benefits over the prior year comparable period.

Occupancy and other. Occupancy and other costs increased $3.3 million to
$14.2 million in the first six months of fiscal year 2000, or 30.1%, from $10.9
million in the first six months of fiscal year 1999. The increase is primarily
due to the opening and operating of 12 new restaurants since the end of the
fiscal year 1999 second quarter, the operations of both Kendall and North Palm
Beach and three new restaurants that were only open and operating part of the
first six months of fiscal year 1999. As a percentage of sales, occupancy and
other costs increased by 1.9 percentage points from 19.1% for the first six
months of fiscal year 1999 to 21.0% for the first six months of fiscal year
2000. This increase is due, in part, to increased marketing costs during the
first six months of fiscal year 2000 compared to the first six months of fiscal
year 1999. In addition, due to the fixed nature of occupancy and other costs and
lower than expected sales in the fiscal year 2000 second quarter as previously
described, occupancy and other costs as a percentage of sales were higher than
the prior year comparable period.

Pre-opening expenses. Pre-opening expenses decreased $154,000 to $576,000
in the first six months of fiscal year 2000, or 21.1%, from $730,000 in the
first six months of fiscal year 1999. The decrease is associated with the
adoption of Statement of Position 98-5 "Reporting on the Costs of Start-Up
Activities," which requires that pre-opening costs be expensed as incurred.
Previously, the Company amortized pre-opening costs over a twelve-month period.
The Company adopted SOP 98-5 in the fiscal year 2000 first quarter. Pre-opening
expenses in the first six months of fiscal year 2000 were primarily costs
associated with the opening of four new restaurants during that period.

Depreciation and amortization. Depreciation and amortization increased
$488,000 to $4.0 million in the first six months of fiscal year 2000, or 13.7%,
from $3.6 million in the first six months of fiscal year 1999. The increase is
primarily due to the opening and operating of 12 new restaurants since the end
of the fiscal year 1999 second quarter, the operations of Kendall and three new
restaurants that were only open and operating part of the first six months of
fiscal year 1999. As a percentage of sales, depreciation and amortization
decreased by 0.2 percentage points from 6.2% for the first six months of fiscal
year 1999 to 6.0% for the first six months of fiscal year 2000.

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General and administrative. General and administrative costs increased
$785,000 to $4.1 million for the first six months of fiscal year 2000, or 23.6%,
from $3.3 million for the first six months of fiscal year 1999. As a percentage
of sales, general and administrative costs increased 0.3 percentage points from
5.8% for the first six months of fiscal year 1999 to 6.1% for the first six
months of fiscal year 2000. The increase is primarily the result of the
Company's substantial recruiting efforts. The Company currently has
approximately 40 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.

Interest expense. Interest expense increased $95,000 to $1.2 million in the
first six months of fiscal year 2000, or 8.8%, from $1.1 million in the first
six months of fiscal year 1999. The increase is primarily due to additional
interest expense on additional debt incurred due to the development and opening
of 12 new restaurants during the first six months of fiscal year 2000.

Income taxes. 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 has reduced 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 $276,000 and $84,000 in the first six months of
fiscal year 2000 and the first six months of fiscal year 1999, respectively,
represents state income tax and alternative minimum tax.

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 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 is reported as a change in accounting
principle at the beginning of the first quarter of fiscal year 2000. Thereafter,
all such costs are expensed as incurred and are included in "pre-opening
expenses" within the accompanying statements of operations.

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.

As of October 24, 1999, the Company had available to it approximately $5.0
million in sale-leaseback credit facilities 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 CNL
expires in January 2000. The Company is currently in negotiations with Franchise
Finance Corporation of America ("FFCA") to secure a new sale-leaseback credit
facility with them, as well as other lenders. The Company has an existing
relationship with FFCA. 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, 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 2000 and beyond would be greatly reduced.

During the fiscal year 2000 second quarter, the Company borrowed $1.0
million from First Union National Bank. This 120-day promissory note has an
interest rate of the one-month LIBOR rate plus 1.75%. The proceeds were
utilized for the purchase of land for one new restaurant currently under
construction.

Subsequent to the end of fiscal year 2000 second quarter, the Company
secured from FINOVA Capital Corporation a two-year $5.0 million working capital
line of credit. The credit facility will be utilized solely for the interim
construction of new restaurants.

The Company's capital expenditures aggregated approximately $15.2 million
for the twenty-six weeks ended October 24, 1999 and $2.9 million for the
twenty-six weeks ended October 25, 1998, substantially all of which were used to
open Roadhouse Grill restaurants.

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The Company anticipates that it may require additional debt or equity
financing in order to continue to open new restaurants. There can be no
guarantee or assurance financing will be available on terms acceptable to the
Company, if at all. In the event the Company is unable to secure additional
financing sufficient to support continued growth, the Company's operating and
financial plans would require revision.

As is common in the restaurant industry, the Company has generally operated
with negative working capital ($10.9 million at October 24, 1999). 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. On December 11,
1997, the Company's Board of Directors voted to change the Company's fiscal year
to coincide with that of the majority shareholder, Berjaya Cayman. With the new
fifty-two or fifty-three week fiscal year structure, the Company's highest
earnings are expected to occur in the third and fourth fiscal quarters. The
current 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

Quarterly results have been, and in the future are likely to be,
substantially affected by the timing of new restaurant openings. Because of the
seasonality of the Company's business and the impact of new restaurant openings,
results for any quarter are not necessarily indicative of the results that may
be achieved for a full fiscal year.

Year 2000

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 believes that the majority of its information
technology systems and non-information technology systems are substantially Year
2000 compliant at this time. The Company's current estimate of the total cost of
its Year 2000 project was 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.

Substantially 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 have represented to the Company that they are 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 will be substantially Year 2000 compliant by
the end of the year. 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 that its systems remediation efforts were not successful. 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.

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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 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.

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

Item 1. Legal Proceedings

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

Item 6. Exhibits and Reports on Form 8-K

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

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

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf on December 8, 1999, by the undersigned, thereunto duly authorized.

ROADHOUSE GRILL, INC.
(Registrant)

/s/ Ayman Sabi President, Chief Executive Officer December 8, 1999
----------------------------------- and Director
Ayman Sabi (Principal Executive Officer)

/s/ Glenn E. Glasshagel Chief Financial Officer December 8, 1999
- ------------------------------------- (Principal Financial Officer
Glenn E. Glasshagel and Principal
Accounting Officer)

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INDEX TO EXHIBITS

Exhibit
Number Description
- ------ -----------

21.0 Subsidiaries of the Registrant.

10.57 Revolving Loan Agreement with FINOVA Capital Corporation.

10.58 Promissory Note with First Union National Bank.

27 Financial Data Schedule.

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