SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

(MARK ONE)

For the Thirteen Weeks Ended January 23, 2005

OR

Commission File Number: 0-28930

ROADHOUSE GRILL, INC.

2703-A GATEWAY DRIVE, POMPANO BEACH, FL 33069

Registrant’s telephone number, including area code (954) 957-2600

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, PAR VALUE $0.03 PER SHARE

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

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o No þ

     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ No o

     The number of shares of the registrant’s common stock outstanding as of March 8, 2005 was 29,220,663.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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FORM 10-Q
THIRTEEN WEEKS ENDED JANUARY 23, 2005

INDEX

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PART 1 FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ROADHOUSE GRILL, INC.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ROADHOUSE GRILL, INC.

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

ROADHOUSE GRILL, INC.

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

ROADHOUSE GRILL, INC.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ROADHOUSE GRILL, INC.

(1) BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

     Roadhouse Grill, Inc. (the “Company”) was incorporated under the laws of the state of Florida in 1992. The principal business of the Company is the operation of full service specialty restaurants. The Company has also granted franchises and licenses to operate restaurants under the “Roadhouse Grill” name. The Company opened its first restaurant in Pembroke Pines, Florida (the greater Ft. Lauderdale area) in 1993. As of January 23, 2005, there were 69 company-owned Roadhouse Grill restaurants, 34 of which are located in Florida and the balance of which are located in Alabama, Arkansas, Georgia, Louisiana, Mississippi, New York, North Carolina, Ohio and South Carolina. One restaurant in Florida was closed subsequent to January 23, 2005 due to the expiration of the related property lease.

     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 accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING FOR LEASES

     In response to recent accounting adjustments that have been recorded by restaurant and other companies in regards to their accounting for leases, the Company conducted a review of its accounting policies and historical financial information. Historically, rent expense has been recorded on a straight-line basis over the initial non-cancelable lease term. Leasehold improvements and other long-lived fixtures on leased properties are depreciated over the shorter of the useful life or the initial non-cancelable lease terms excluding option periods.

     In its review of its historical financial information, the Company confirmed that deferred rent was accounted for as described above. However, the review also showed that in certain instances a different period has been used for depreciation of leasehold improvement assets. These differences generally relate to the period between inception of the lease and the date of completion of any construction or renovation of the premises and use of the property. The amount of depreciation expense to be recognized in relation to these differences was not material in the aggregate or in relation to the historic financial statements for any of the previous periods. Also, as a result of this review, the remaining lease terms used for depreciation of leasehold assets for these individual leases have been adjusted and are now based on the shorter of the useful life or the remaining non-cancelable lease term.

     In order to adjust for these non-material estimated differences, the Company has recorded an increase in depreciation and amortization expense for the thirteen and thirty-nine week periods ended January 23, 2005 of $243,000, $160,000 of which related to the prior periods of fiscal 2005. The remaining adjustment, relating to the cumulative differences that arose in periods dating back to 1994, of $574,000 will be amortized over future periods.

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OTHER

     See the Company’s Annual Report on Form 10-K for the fifty-two weeks ended April 25, 2004 for a summary of other significant accounting policies.

(3) LIQUIDITY

     The Company’s material financial commitments relate principally to its working capital requirements and its obligations to make operating and capital lease and term loan payments. As of January 23, 2005, total minimum annual payments required under the Company’s note and lease obligations, including interest thereon, were $16.6 million (see the discussion below regarding the Company’s total contractual cash obligations). In addition, capital requirements relating to the opening of new restaurants have in the past been (and may in the future be) significant.

     The Company did not open any new restaurants during the thirteen weeks ended January 23, 2005. The Company opened one new restaurant during the fiscal year ended April 25, 2004 at a total cost of approximately $1.8 million, $0.4 million of which was expended during the fiscal year ended April 25, 2004. The Company does not currently have any additional Company-owned restaurants under development for fiscal year 2005 or planned for the future. At this time, it is expected that incremental capital from debt or equity sources would be needed to open new restaurants. Should cash from operations be insufficient for future expansion, and additional capital through debt and equity sources be unavailable, there can be no assurance that the Company will be able to open additional restaurants in the future.

     During the thirteen weeks ended January 23, 2005, the Company’s primary sources of working capital were cash provided by operations and proceeds from the sale of food and beverage credits (see Note 9). During the fifty-two weeks ended April 25, 2004, the Company collected $0.6 million in federal income tax refunds. Further, the Company filed for approximately $0.1 million in additional federal and state income tax refunds during fiscal year 2004. These additional tax refunds were collected during the thirty nine weeks ended January 23, 2005.

     On August 6, 2004, the Company closed a transaction with Sovereign Roadhouse LLC, a wholly-owned subsidiary of Sovereign Investment Company (“Sovereign”), involving the sale and leaseback of eleven restaurant properties that were previously owned. The sale price for the eleven properties was $21.8 million. The Company used $18.3 million of the net proceeds from the property sale to pay expenses related to the transaction and to repay $24.6 million of secured debt, which was repaid at a discount (resulting in a gain on extinguishment of debt of $7.1 million). The remaining net proceeds from the sale of approximately $3.5 million are being used for working capital (see Note 4 for information regarding the sale/leaseback transaction).

     The Company has experienced significant cash flow problems in the past and may suffer from cash flow problems in the future. The Company believes that its ability to generate sufficient cash from operations to meet its obligations is dependent upon, among other things, demand for its products, a continued commitment to providing an excellent dining experience for its customers, the development and implementation of successful marketing strategies, the cost levels of its various food products, and its continuing efforts to reduce its operating costs. The Company implemented revenue enhancement programs including the implementation of a new menu with enhanced menu items during the first quarter of fiscal 2004. The Company also has taken, and continues to take, steps to control its costs. Management

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is also expecting to continue these initiatives with new main and kids’ menus, which will be introduced in the restaurants in March 2005. There can be no assurance that these initiatives will be effective in generating profits or producing sufficient cash flows to fund operating requirements, including debt repayments and lease obligations. In addition, if operating results do not improve in the near term as a result of the recent changes that have been implemented and the introduction of the new menus, then the Company may be required to recognize additional impairment charges related to certain long-lived assets.

     Capital requirements relating to the implementation of the Company’s business plan have been and will continue to be significant. If cash generated from the Company’s operations and other possible sources described above are insufficient to fund the Company’s financial commitments and working capital requirements (including amounts required to support future growth), the Company will have to obtain additional financing. There can be no assurance that additional debt and/or equity financing will be available on terms acceptable to the Company, or at all. In the event the Company were to be unable to secure needed additional financing, the Company might have to significantly curtail its operations, and there can be no assurance that the Company would be able to maintain its current operations.

     The following table summarizes the Company’s future contractual cash obligations for the remainder of fiscal year 2005, each of the next four fiscal years and thereafter as of January 23, 2005 (dollars in thousands) (see Note 5 for further information regarding these obligations). Operating lease commitments include estimated common area maintenance expenses.

     Other commitments represent minimum amounts due to certain vendors under contractual agreements. Amounts reflected above could change as additional commitments may be made, cancellation provisions may be exercised by the Company or by its creditors, or agreements may be modified as warranted by changes in business or operational needs. Amounts due under long term debt agreements may be accelerated to the extent the Company realizes excess cash flow as described in Note 5. As

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described above and in Note 4, on August 6, 2004, the Company executed a sale and leaseback of eleven of its restaurant properties. As a result of this transaction, the Company’s minimum annual note and lease obligations have been reduced by approximately $1.7 million for each of fiscal years 2005 through 2009 and total obligations thereafter have increased by approximately $33.8 million.

(4) ASSET SALE/LEASEBACK

     On August 6, 2004, the Company closed a transaction with Sovereign Roadhouse LLC, a wholly-owned subsidiary of Sovereign, involving the sale and leaseback of eleven restaurant properties that were previously owned. The sale price for the eleven properties was $21.8 million. The properties are being leased under lease agreements that extend for 20 years and include four five-year renewal options. The Company used approximately $18.3 million of the net proceeds from the sale to pay expenses related to the transaction and to repay $24.6 million of secured debt, which was repaid at a discount (resulting in a gain on extinguishment of debt of $7.1 million). The net gain from the debt repayment is reflected in the Company’s Condensed Consolidated Statement of Operations for the thirty nine weeks ended January 23, 2005. The Company also realized a gain on the sale of the properties of approximately $1.7 million, which has been recorded as unearned revenue in the accompanying Condensed Consolidated Balance Sheet and will be recorded as a reduction of occupancy and other expense over the life of the leases. The remaining net proceeds from the sale of approximately $3.5 million are being used for working capital.

(5) LONG-TERM DEBT

     As of January 23, 2005, the Company’s long-term debt was comprised of the following items (amounts in thousands):