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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every interactive data file required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

As of April ~~30, 2021,~~29, 2022, there were ~~23,237,585~~23,438,991 shares of Common Stock of the Registrant outstanding.

	March 30, 2021		December 29, 2020		March 29, 2022		December 28, 2021
	(unaudited)				(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	90,247	$	51,664	$	27,201	$	38,527
Accounts and other receivables, net		23,802		23,630		24,108		29,055
Inventories, net		10,425		10,671		11,391		11,579
Prepaid expenses and other current assets		8,744		9,325		10,890		11,654
Total current assets		133,218		95,290		73,590		90,815

Property and equipment, net		521,203		534,841		498,789		506,111
Operating lease assets		371,897		375,557		362,872		365,244
Goodwill		4,673		4,673		4,673		4,673
Deferred income taxes		12,526		6,227		35,217		24,902
Other assets, net		42,212		42,836		44,919		43,421
Total assets	$	1,085,729	$	1,059,424	$	1,020,060	$	1,035,166

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	41,503	$	37,770	$	49,076	$	48,840
Accrued expenses		101,309		103,320		97,038		112,354
Current operating lease obligations		37,965		36,809		39,575		39,240
Total current liabilities		180,777		177,899		185,689		200,434

Long-term operating lease obligations		448,815		456,869		431,332		436,016
Long-term debt		116,800		116,800		50,000		50,000
Other liabilities		14,054		14,068		15,377		14,945
Total liabilities		760,446		765,636		682,398		701,395

Commitments and contingencies

Shareholders’ equity:
Preferred stock, 5,000 shares authorized, NaN issued or outstanding		—		—		—		—
Common stock, no par value, 125,000 shares authorized and 23,219 and 22,318 shares issued and outstanding as of March 30, 2021 and December 29, 2020, respectively		—		—
Common stock, no par value, 125,000 shares authorized and 23,416 and 23,304 shares issued and outstanding as of March 29, 2022 and December 28, 2021, respectively						—		—
Capital surplus		67,289		71,722		69,326		72,513
Retained earnings		257,994		222,066		268,336		261,258
Total shareholders’ equity		325,283		293,788		337,662		333,771
Total liabilities and shareholders’ equity	$	1,085,729	$	1,059,424	$	1,020,060	$	1,035,166

For the Thirteen Weeks Ended

March 30, 2021

March 31, 2020

Revenues

$
223,307

$
254,595

Restaurant operating costs (excluding depreciation and amortization):

Cost of sales (1)

56,149

63,806

Labor and benefits

81,680

103,829

Occupancy and operating (1)

59,828

61,264

General and administrative

15,261

11,608

Depreciation and amortization

18,203

18,345

Restaurant opening

128

543

Loss on disposal and impairment of assets

273

2,905

Total costs and expenses

231,522

262,300

Loss from operations

(8,215
)

(7,705
)

Other (expense) income:

Interest expense, net

(1,402
)

(1,471
)
Other income (expense), net

310

(1,705
)
Total other expense

(1,092
)

(3,176
)
Loss before income taxes

(9,307
)

(10,881
)

Income tax benefit

(6,166
)

(6,614
)
Net loss

$
(3,141
)

$
(4,267
)

Net loss per share:

Basic

$
(0.14
)

$
(0.22
)
Diluted

$
(0.14
)

$
(0.22
)

Weighted average number of shares outstanding:

Basic

22,926

19,101

Diluted

22,926

19,101

~~(1)~~

~~Related party costs included in cost of sales~~ is $18,119 for the thirteen weeks ended March 31, 2020. There were 0 related party costs included in cost of sales for the thirteen weeks ended March 30, 2021. Related party costs included in occupancy and operating is $2,208 for the thirteen weeks ended March 31, 2020. There were 0 related party costs included in occupancy and operating for the thirteen weeks ended March 30, 2021. See Note 6 for further information.

	For the Thirteen Weeks Ended
	March 29, 2022			March 30, 2021
Revenues	$	298,729		$	223,307
Restaurant operating costs (excluding depreciation and amortization):
Cost of sales		81,466			56,149
Labor and benefits		116,286			81,680
Occupancy and operating		71,701			59,828
General and administrative		18,253			15,261
Depreciation and amortization		17,976			18,203
Restaurant opening		583			128
Loss on disposal and impairment of assets		157			273
Total costs and expenses		306,422			231,522
Loss from operations		(7,693	)		(8,215	)

Other (expense) income:
Interest expense, net		(634	)		(1,402	)
Other (expense) income, net		(388	)		310
Total other expense		(1,022	)		(1,092	)
Loss before income taxes		(8,715	)		(9,307	)

Income tax benefit		(10,175	)		(6,166	)
Net income (loss)	$	1,460		$	(3,141	)

Net income (loss) per share:
Basic	$	0.06		$	(0.14	)
Diluted	$	0.06		$	(0.14	)

Weighted average number of shares outstanding:
Basic		23,377			22,926
Diluted		23,716			22,926

	For the Thirteen Weeks Ended															For the Thirteen Weeks Ended
	Common Stock						Capital			Retained						Common Stock					Capital			Retained
	Shares			Amount			Surplus			Earnings			Total
Balance, December 31, 2019		19,149		$	—		$	67,062		$	223,225		$	290,287
Issuance of restricted stock units		96			4,803			(5,508	)		—			(705	)
Repurchase and retirement of common stock		(495	)		(4,803	)		—			(10,211	)		(15,014	)
Stock-based compensation		—			—			1,572			—			1,572
Adjustment to dividends previously accrued		—			—			—			31			31
Net loss		—			—			—			(4,267	)		(4,267	)
Balance, March 31, 2020		18,750		$	—		$	63,126		$	208,778		$	271,904
																Shares		Amount			Surplus			Earnings			Total
Balance, December 29, 2020		22,318		$	—		$	71,722		$	222,066		$	293,788			22,318	$	—		$	71,722		$	222,066		$	293,788
Exercise of stock options		94			5,192			(1,582	)		—			3,610			94		5,192			(1,582	)		—			3,610
Issuance of common stock		704			28,957			—			—			28,957			704		28,957			—			—			28,957
Issuance of restricted stock units		103			4,915			(5,366	)		—			(451	)		103		4,915			(5,366	)		—			(451	)
Reclassification of common stock		—			(39,064	)		—			39,064			—			—		(39,064	)		—			39,064			—
Stock-based compensation		—			—			2,515			—			2,515			—		—			2,515			—			2,515
Adjustment to dividends previously accrued		—			—			—			5			5			—		—			—			5			5
Net loss		—			—			—			(3,141	)		(3,141	)		—		—			—			(3,141	)		(3,141	)
Balance, March 30, 2021		23,219		$	—		$	67,289		$	257,994		$	325,283			23,219	$	—		$	67,289		$	257,994		$	325,283

Balance, December 28, 2021																	23,304	$	—		$	72,513		$	261,258		$	333,771
Issuance of restricted stock units																	112		5,615			(5,975	)		—			(360	)
Reclassification of common stock																	—		(5,615	)		—			5,615			—
Stock-based compensation																	—		—			2,788			—			2,788
Adjustment to dividends previously accrued																	—		—			—			3			3
Net income																	—		—			—			1,460			1,460
Balance, March 29, 2022																	23,416	$	—		$	69,326		$	268,336		$	337,662

	For the Thirteen Weeks Ended						For the Thirteen Weeks Ended
	March 30, 2021			March 31, 2020			March 29, 2022			March 30, 2021
Cash flows from operating activities:
Net loss	$	(3,141	)	$	(4,267	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net income (loss)							$	1,460		$	(3,141	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		18,203			18,345			17,976			18,203
Non-cash lease expense		7,606			7,179			8,230			7,606
Amortization of financing costs		137			37			54			137
Deferred income taxes		(6,299	)		(6,899	)		(10,315	)		(6,299	)
Stock-based compensation expense		2,419			1,543			2,712			2,419
Loss on disposal and impairment of assets		273			2,905			157			273
Changes in assets and liabilities:
Accounts and other receivables		(172	)		10,296			6,277			(172	)
Inventories, net		392			585			334			392
Prepaid expenses and other current assets		543			558			526			543
Other assets, net		484			972			(2,181	)		484
Accounts payable		6,078			5,326			130			6,078
Accrued expenses		(1,453	)		(25,919	)		(15,271	)		(1,453	)
Operating lease obligations		(10,844	)		(7,943	)		(9,912	)		(10,844	)
Other liabilities		(14	)		(1,510	)		432			(14	)
Net cash provided by operating activities		14,212			1,208			609			14,212

Cash flows from investing activities:
Purchases of property and equipment		(6,877	)		(16,275	)		(12,096	)		(6,877	)
Proceeds from sale of assets		—			4			566			—
Net cash used in investing activities		(6,877	)		(16,271	)		(11,530	)		(6,877	)

Cash flows from financing activities:
Borrowings on line of credit		442,200			327,300			170,000			442,200
Payments on line of credit		(442,200	)		(238,500	)		(170,000	)		(442,200	)
Payments of debt issuance costs		(315	)		—			(3	)		(315	)
Proceeds from issuance of common stock, net		28,957			—			—			28,957
Taxes paid on vested stock units under employee plans		(924	)		(705	)		(360	)		(924	)
Proceeds from exercise of stock options		3,610			—			—			3,610
Cash dividends accrued under stock compensation plans		(80	)		(103	)		(42	)		(80	)
Repurchases of common stock		—			(15,014	)
Net cash provided by financing activities		31,248			72,978
Net cash (used in) provided by financing activities								(405	)		31,248

Net increase in cash and cash equivalents		38,583			57,915
Net (decrease) increase in cash and cash equivalents								(11,326	)		38,583
Cash and cash equivalents, beginning of period		51,664			22,394			38,527			51,664
Cash and cash equivalents, end of period	$	90,247		$	80,309		$	27,201		$	90,247

		For the Thirteen Weeks Ended					For the Thirteen Weeks Ended
		March 30, 2021		March 31, 2020			March 29, 2022		March 30, 2021
Supplemental disclosure of cash flow information:
Cash paid for income taxes		$	4	$	998		$	266	$	4
Cash paid for interest, net of capitalized interest		$	1,459	$	1,233		$	360	$	1,459
Cash paid for operating lease obligations		$	17,285	$	14,635		$	16,635	$	17,285
Supplemental disclosure of non-cash operating, investing and financing activities:	Supplemental disclosure of non-cash operating, investing and financing activities:					Supplemental disclosure of non-cash operating, investing and financing activities:
Operating lease assets obtained in exchange for operating lease obligations		$	3,946	$	6,208		$	7,278	$	3,946
Tenant improvement allowance receivable		$	4,163	$	4,488		$	1,601	$	4,163
Property and equipment acquired and included in accounts payable		$	2,295	$	6,875		$	8,327	$	2,295
Stock-based compensation capitalized		$	96	$	29		$	76	$	96

The accompanying unaudited consolidated financial statements include the accounts of BJ’s Restaurants, Inc. (referred to herein as the “Company,” “we,” “us” and “our”) and our wholly owned subsidiaries. The consolidated financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of our financial condition, results of operations, shareholders’ equity and cash flows for the ~~period.~~periods presented. Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and footnote disclosures normally included in consolidated financial statements in accordance with U.S. GAAP have been omitted pursuant to the U.S. Securities and Exchange Commission (“SEC”) rules.

The preparation of financial statements in conformity with U.S. GAAP requires us to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Our operating results for the thirteen weeks ended March ~~30, 2021~~29, 2022 may not be indicative of operating results for the entire year.

A description of our accounting policies and other financial information is included in our audited consolidated financial statements filed with the SEC on Form 10-K for the fiscal year ended December ~~29, 2020.~~28, 2021. The disclosures included in our accompanying interim consolidated financial statements and footnotes should be read in conjunction with our consolidated financial statements and notes thereto included in the Annual Report on Form 10-K and our other reports filed from time to time with the Securities and Exchange Commission.

The COVID-19 pandemic has adversely affected, and is expected to continue to adversely affect, our operations and financial results for the foreseeable future. ~~As of May 4, 2021,~~ 1 ~~of our 211 restaurants remains temporarily closed and the remaining 210 are serving guests in our dining rooms in a limited capacity, while adhering to social distancing protocols and limited hours~~. ~~While~~Currently, national, state and local jurisdictions ~~could continue easing~~have removed their capacity restrictions on businesses ~~jurisdictions may continue~~and therefore our restaurants are serving customers (referred to ~~place varied limitations and requirements on~~as “guests”) in our dining ~~room capacity,~~rooms without social distancing personal protective equipment, operating hours, and other restrictions or costs on our business that may prevent us from returning to the sales and profit levels we experienced prior to the COVID-19 pandemic. ~~With approved vaccines being distributed and administered, we expect our restaurants’ dining room capacity to increase as public health conditions improve and restrictions are eased.~~requirements. However, it is possible additional outbreaks could require us to reduce our capacity, implement social distancing, or further suspend our in-restaurant dining ~~operations, and~~ ~~there~~operations. In addition, our restaurant performance could be adversely affected if we are required by law to have guests present evidence of vaccination or negative tests in a significant number of jurisdictions. There is also no guarantee that state and local jurisdictions that ease restrictions will not later reverse or roll-back the restrictions, as many have done in the past. Additionally, our restaurant operations have been and could continue to be disrupted by employee (referred to as “team member”) staffing issues because of illness, exclusion, fear of contracting COVID-19 or caring for family members due to COVID-19, legal requirements for team member vaccinations or COVID testing, lack of labor supply, competitive labor pressures, or for other reasons. Furthermore, we remain in regular contact with our major suppliers and while to date we have not experienced material disruptions in our supply chain due to COVID-19, we could see material future disruptions should the impacts of COVID-19 continue. For more information regarding the risks to our business relating to the COVID-19 pandemic, see “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December ~~29, 2020.~~

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740). The amendments in this update are intended to simplify the accounting for income taxes by removing certain exceptions in the existing guidance and simplify areas ~~such as franchise taxes, recognition of deferred taxes for goodwill, separate entity financial~~ ~~statements, and interim recognition of enactment of tax laws or tax rate changes. We adopted ASU 2019-12 on December 30, 2020, the first day of fiscal~~28, 2021. ~~The adoption of this standard did not have a material impact on our consolidated financial statements or related disclosures.~~

Our revenues are comprised of food and beverage sales from our ~~restaurants and third-party beer sales.~~restaurants. Revenues from restaurant sales are recognized when payment is tendered. Amounts paid with a credit card are recorded in accounts and other receivables until payment is collected from the credit card processor. We sell gift cards which do not have an expiration date and we do not deduct non-usage fees from outstanding gift card balances. Gift card sales are recorded as a liability and recognized as revenues upon redemption in our restaurants. Based on historical redemption rates, a portion of our gift card sales are not expected to be redeemed and ~~will be~~are recognized as gift card “breakage” over time. Estimated gift card breakage is recorded as revenue and recognized in proportion to our historical redemption pattern, unless there is a legal obligation to remit the unredeemed gift cards to government authorities. The estimated gift card breakage is based on when the likelihood of redemption becomes remote, which has typically been 24 months after the original gift card issuance date.

Our “BJ’s Premier Rewards Plus” customer loyalty program enables participants to earn points for qualifying purchases that can be redeemed for food and beverages in the future. We allocate the transaction price between the goods delivered and the future goods that will be delivered, on a relative standalone selling price basis, and defer the revenues allocated to the points, less expected expirations, until such points are redeemed.

The liability related to our gift card and loyalty program, included in “Accrued ~~expenses,”~~expenses” on our Consolidated Balance Sheets is as follows (in thousands):

	March 30, 2021		December 29, 2020		March 29, 2022		December 28, 2021
Gift card liability	$	14,291	$	17,274	$	15,078	$	19,499
Deferred loyalty revenue	$	4,399	$	6,121	$	3,848	$	3,949

Revenue recognized for the redemption of gift cards and loyalty rewards deferred at the beginning of each respective fiscal year is as follows (in thousands):

	For the Thirteen Weeks Ended				For the Thirteen Weeks Ended
	March 30, 2021		March 31, 2020		March 29, 2022		March 30, 2021
Revenue recognized from gift card liability	$	4,900	$	7,620	$	6,680	$	4,900
Revenue recognized from customer loyalty program	$	5,548	$	4,910	$	4,105	$	5,548

We determine if a contract contains a lease at inception. Our material operating leases consist of restaurant locations and office space. U.S. GAAP requires that our leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date, and the lease term used in the evaluation includes the non-cancellable period for which we have the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option would result in an economic penalty. All of our restaurant leases and office space are classified as operating leases. We do not have any finance leases.

Lease costs included in “Occupancy & operating” on the Consolidated Statements of Operations consisted of the following (in thousands):

	For the Thirteen Weeks Ended				For the Thirteen Weeks Ended
	March 30, 2021		March 31, 2020		March 29, 2022		March 30, 2021
Lease cost	$	14,209	$	13,850	$	14,835	$	14,209
Variable lease cost		133		285		708		133
Total lease costs	$	14,342	$	14,135	$	15,543	$	14,342

In response to the impact of the COVID-19 pandemic on our operations, from April 1, 2020 to June 30, 2020, we suspended the payment of rent and did not make lease payments under our existing lease agreements for the majority of our leases. During the suspension of payments, we continued to recognize expenses and liabilities for lease obligations and corresponding lease assets on the balance sheet in accordance with ASU 2016-02, Leases (Topic 842).

We have negotiated restructuring of lease payments and rent concessions for the majority of our leases. The negotiated concessions primarily take the form of rent deferrals (full or partial) or abatements. In accordance with the relief issued in April 2020 by the FASB titled ASC Topic 842 and ASC Topic 840, Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic, we did not recognize contractual rent concessions as a lease contract modification when the total payments required by the modified contract were substantially the same or less than the total payments required by the original contract. Lease concessions that provided a substantial increase in the rights of the lessor or our obligations under the lease were accounted for as lease modifications in accordance with ASC Topic 842.

On ~~January 15,~~November 3, 2021, we entered into ~~Amendment No. 2 and Waiver to Third~~a Fourth Amended and Restated Credit Agreement (“Credit Facility”) with Bank of America, N.A. (“BofA”) ~~and~~, JPMorgan Chase Bank, N.A., and certain other parties to ~~reduce~~amend and restate our revolving line of credit (the “Line of Credit”) ~~by $20.0 million~~ to ~~$215 million,~~improve the pricing, extend the maturity date, change the interest reference rate, eliminate certain ~~pricing,~~financial covenants and ~~modify applicable~~conditions, and reset other financial covenants ~~and/or reset select covenant levels.~~ starting with the fourth quarter of 2021.

Our Credit Facility ~~now~~ matures on November ~~18, 2022,~~3, 2026, and provides us with revolving loan commitments totaling $215 million, which may be increased up to $315 million, of which

~~$50~~ $50 million may be used for the issuance of letters of credit. Availability under the Credit Facility is reduced by outstanding letters of credit, which are used to support our self-insurance programs. ~~As of~~On March ~~30, 2021,~~29, 2022, there were borrowings of ~~$116.8~~$50.0 million and letters of credit totaling approximately ~~$19.1~~$17.2 million outstanding, ~~under the Credit Facility. Available borrowings under the Credit Facility were $79.1~~leaving $147.8 million ~~as of March 30, 2021.~~available to borrow.

Borrowings under the Line of Credit bear interest at an annual rate equal to either (a) ~~LIBOR~~the Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus a percentage not to exceed ~~3.00%~~2.00% (with a floor on ~~LIBOR~~BSBY of ~~1.00%~~0.00%), or (b) a percentage not to exceed ~~2.00%~~1.00% above a Base Rate equal to the highest of (i) the Federal Funds Rate plus 1/2 of 1.00%, (ii) BofA’s Prime Rate, or (iii) ~~one-month LIBOR~~the BSBY rate plus 1.00%, and (iv) 1.00%, in either case depending on the level of lease and debt obligations of the Company as compared to ~~EBITDAR (lease adjusted leverage ratio).~~EBITDA plus lease expenses. The weighted average interest rate during the thirteen weeks ended March ~~30, 2021~~29, 2022 was approximately ~~4.0%~~2.1%.

The Credit Facility is secured by the Company’s assets and contains provisions requiring us to maintain compliance with certain covenants, including a ~~minimum fixed charge coverage ratio~~Fixed Charge Coverage Ratio and a maximum lease adjusted leverage ratio, which will not be tested until the completion of the third quarter of 2021 and will be based on our third quarter results. There will also be a one-time test of our adjusted earnings before interest, taxes, depreciation and rent based upon results as of the end of the second fiscal quarter of 2021. Additionally, we must maintain a minimum liquidity balance through December 2021. Lastly, we are subject to certain limits on capital expenditures for fiscal 2021 and 2022, with relief from these limits if we satisfy certain fixed charge and lease adjusted leverage ratios.Lease Adjusted Leverage Ratio. At March ~~30, 2021,~~29, 2022, we were in compliance with these covenants.

Pursuant to the Line of Credit, we are required to pay certain customary fees and expenses associated with maintenance and use of the Line of Credit, including letter of credit issuance fees, unused commitment fees and interest on the Line of Credit, which are payable

monthly. Interest expense and commitment fees under the Credit Facility were approximately $0.6 million and $1.4 million, for the thirteen weeks ended March ~~30, 2021~~29, 2022 and March ~~31, 2020 were approximately $1.4 million and $1.5 million,~~30, 2021, respectively. We also capitalized approximately ~~$0.03~~$0.04 million and ~~$0.05~~$0.03 million of interest expense related to new restaurant construction during each of the thirteen weeks ended March ~~30, 2021~~29, 2022 and March ~~31, 2020.~~30, 2021.

Basic and diluted net ~~loss~~income (loss) per share is calculated by dividing net ~~loss~~income (loss) by the weighted average number of common shares outstanding during the period. Potentially dilutive shares are excluded from the computation of diluted net ~~loss~~(loss) per share since they have an anti-dilutive ~~effect.~~effect, yet potentially dilutive shares are included in the computation of diluted net income per share. The number of diluted shares ~~reflect~~reflects the potential dilution that could occur if holders of in-the-money options and warrants exercised their ~~holdings~~right to convert these instruments into common stock and the restrictions on restricted stock units (“RSUs”) lapse. Additionally, ~~Performance-based~~performance-based RSUs are considered contingent shares; therefore, at each reporting date we determine the probable number of shares that will vest and we include these contingently issuable shares in our diluted share calculation unless they are antidilutive. Once these performance-based RSUs vest, they are included in our basic net ~~loss~~income (loss) per share calculation.

The following table presents a reconciliation of basic and diluted net ~~loss~~income (loss) per share, including the number of dilutive equity awards that were included in the dilutive net ~~loss~~income (loss) per share computation (in thousands):

	For the Thirteen Weeks Ended						For the Thirteen Weeks Ended
	March 30, 2021			March 31, 2020			March 29, 2022		March 30, 2021
Numerator:
Net loss	$	(3,141	)	$	(4,267	)
Net income (loss)							$	1,460	$	(3,141	)
Denominator:
Weighted-average shares outstanding – basic		22,926			19,101			23,377		22,926
Dilutive effect of equity awards		—			—			339		—
Weighted-average shares outstanding – diluted		22,926			19,101			23,716		22,926

Net loss per share:
Net income (loss) per share:
Basic	$	(0.14	)	$	(0.22	)	$	0.06	$	(0.14	)
Diluted	$	(0.14	)	$	(0.22	)	$	0.06	$	(0.14	)

For the thirteen weeks ended March ~~30, 2021~~29, 2022 and March ~~31, 2020,~~30, 2021, there were approximately ~~0.5~~1.1 million and ~~0.2~~0.5 million shares of equity awards, respectively, that ~~would have been included in~~were excluded from the calculation of diluted net income (loss) per ~~share.~~share because they are anti-dilutive.

James Dal Pozzo, the Chairman of the Board of the Jacmar Companies (“Jacmar”), is a member of our Board of Directors. Jacmar, through its affiliation with Distribution Market Advantage (“DMA”), a consortium of large, regional food distributors located throughout the United States, was our largest distributor of food, beverage, paper products and supplies from 2006 through June 30, 2020, when our contract with DMA expired. Effective June 1, 2020, after conducting an extensive request for proposal process and evaluation, we entered into an agreement with US Foods, replacing DMA. The new agreement expires in July 2023.

Through June 30, 2020, Jacmar serviced our restaurants in California and Nevada, while other DMA distributors serviced our restaurants in all other states. Under the terms of our agreement with DMA, Jacmar was required to sell products to us at the same prices as the other DMA distributors. Jacmar did not provide us with any produce, liquor, wine or beer products, all of which were provided by other third-party vendors and included in “Cost of sales” on the Consolidated Statements of Operations. Effective July 1, 2020, with the expiration of our DMA agreement, Jacmar is no longer considered a related party.

~~The cost of food, beverage, paper products and supplies provided by Jacmar included within restaurant operating costs consisted of the following (in thousands):~~

For the Thirteen Weeks Ended

March 30, 2021

March 31, 2020

Cost of sales:

Third-party suppliers

$
—

—
%

$
45,687

71.6
%
Jacmar

—

—

18,119

28.4

Total cost of sales

$
—

—
%

$
63,806

100.0
%

Occupancy and operating:

Third-party suppliers

$
—

—
%

$
59,056

96.4
%
Jacmar

—

—

2,208

3.6

Total occupancy and operating

$
—

—
%

$
61,264

100.0
%

Our current shareholder approved stock-based compensation plan is the BJ’s Restaurants, Inc. Equity Incentive Plan, (as amended from time to time, “the Plan”). Under the Plan, we may issue shares of our common stock to ~~employees,~~team members, officers, directors and consultants. We have granted incentive stock options, non-qualified stock options, restricted stock and performance and time-based restricted stock units. Stock options are charged against the Plan share reserve on the basis of 1 share for each share granted. ~~Certain other types of grants, including grants~~Grants of restricted stock, RSUs, performance shares and ~~stock appreciation rights,~~performance units, if any, are currently charged against the Plan share reserve on the basis of 1.5 shares for each share granted. The Plan also contains other limits on the terms of incentive grants such as limits on the number that can be granted to ~~an employee~~a team member during any fiscal year. All options granted under the Plan expire within 10 years of their date of grant.

Under the Plan, we issue time-based and performance-based RSUs and non-qualified stock options to vice presidents and above on an annual basis, as well as new hires who are given the option between receiving their full grant as a time-based RSU or split evenly between non-qualified stock options and time-based RSUs. We issue time-based RSUs to other select support ~~employees,~~team members, and we issue time-based RSUs to non-employee members of our Board of Directors. We also issue RSUs, and previously issued non-qualified stock options, in connection with the BJ’s Gold Standard Stock Ownership Program (the “GSSOP”). The GSSOP is a long-term equity incentive program for our restaurant general managers, executive kitchen managers, directors of operations and directors of kitchen operations. GSSOP grants are dependent on the length of each participant’s service with us and position. All GSSOP participants are required to remain in good standing during their vesting period.

The Plan permits our Board of Directors to set the vesting terms and exercise period for awards at ~~its discretion.~~their discretion; however, the grant of awards with no minimum vesting period or a vesting period less than one year may not exceed 5% of the total number of shares authorized under the Plan. Stock options and time-based RSUs vest ratably over one, three or five years for non-GSSOP participants and either cliff vest at ~~five~~three or ~~three~~five years or cliff vest at 33% on the third anniversary and 67% on the fifth anniversary for GSSOP participants. Performance-based RSUs generally cliff vest on the third anniversary of the grant date in an amount from 0% to 225% of the grant quantity, dependent on the level of performance target achievement.

On January 15, 2021, our Board of Directors approved special fully-vested restricted stock grants, in lieu of cash bonuses to Restaurant Support Center ~~employees~~team members at the Vice President and Director levels. These grants were in amounts designed to approximate a portion of their potential incentive compensation, which was approximately $0.5 million.

The following table presents the stock-based compensation recognized within our consolidated financial statements (in thousands):

	For the Thirteen Weeks Ended				For the Thirteen Weeks Ended
	March 30, 2021		March 31, 2020		March 29, 2022		March 30, 2021
Labor and benefits	$	808	$	629	$	751	$	808
General and administrative	$	1,611	$	914	$	1,961	$	1,611
Capitalized (1)	$	96	$	29	$	76	$	96

The fair value of each stock option was estimated on the grant date using the Black‑Scholes option-pricing model with the following weighted average assumptions:

	For the Thirteen Weeks Ended						For the Thirteen Weeks Ended
	March 30, 2021			March 31, 2020			March 29, 2022			March 30, 2021
Expected volatility		60.4	%		33.0	%		63.2	%		60.4	%
Risk-free interest rate		0.5	%		1.6	%		1.6	%		0.5	%
Expected option life	5 years			5 years			5 years			5 years
Dividend yield		0.0	%		1.5	%		0.0	%		0.0	%
Fair value of options granted	$	23.78		$	10.48		$	17.38		$	23.78

U.S. GAAP requires us to make certain assumptions and ~~judgments~~estimates regarding the grant date fair value. These ~~judgments~~ include expected volatility, risk-free interest rate, expected option life, and dividend yield. These ~~estimations~~assumptions and ~~judgments~~estimates are determined ~~by us~~ using ~~assumptions~~inputs that, in many cases, are outside of our control. ~~The changes~~Changes in these ~~variables or trends,~~assumptions and estimates, including stock price volatility, dividend yield and risk-free interest rate, may significantly impact the fair value of future grants resulting in a significant impact to our financial results.

~~The~~Under our stock-based compensation plan the exercise price of ~~our~~a stock ~~options under our stock-based compensation plan~~option is required to equal or exceed the fair value of our common stock at market close on the option grant date or the most recent trading day when grants take place on market holidays. The following table presents stock option activity:

	Options Outstanding					Options Exercisable				Options Outstanding					Options Exercisable
	Shares (in thousands)			Weighted Average Exercise Price		Shares (in thousands)		Weighted Average Exercise Price		Shares (in thousands)			Weighted Average Exercise Price		Shares (in thousands)		Weighted Average Exercise Price
Outstanding at December 29, 2020		801		$	40.56		503	$	39.91
Outstanding at December 28, 2021											775		$	41.77		519	$	41.02
Granted		90			46.91						98			32.27
Exercised		(101	)		38.85						—			—
Forfeited		(8	)		44.31						(8	)		45.30
Outstanding at March 30, 2021		782		$	41.48		543	$	40.62
Outstanding at March 29, 2022											865		$	40.66		621	$	41.69

As of March ~~30, 2021,~~29, 2022, total unrecognized stock-based compensation expense related to non-vested stock options was approximately ~~$3.1~~$3.4 million, which is generally expected to be recognized over the next ~~five~~three years.

	Shares (in thousands)			Weighted Average Fair Value		Shares (in thousands)			Weighted Average Fair Value
Outstanding at December 29, 2020		586		$	37.14
Outstanding at December 28, 2021							619		$	39.35
Granted		147			46.91		161			32.33
Released		(88	)		41.88		(96	)		43.76
Forfeited		(15	)		39.98		(10	)		44.92
Outstanding at March 30, 2021		630		$	38.69
Outstanding at March 29, 2022							674		$	36.97

The fair value of ~~our~~ time-based RSUs is equal to the fair value of our common stock at market close on the date of grant or the most recent trading day when grants take place on market holidays. The fair value of each time-based RSU is expensed over the vesting period (e.g., one, three or five years). As of March ~~30, 2021,~~29, 2022, total unrecognized stock-based compensation expense related to non-vested RSUs was approximately ~~$13.2~~$13.7 million, which is generally expected to be recognized over the next five years.

	Shares (in thousands)			Weighted Average Fair Value		Shares (in thousands)			Weighted Average Fair Value
Outstanding at December 29, 2020		109		$	42.39
Outstanding at December 28, 2021							112		$	45.60
Granted		45			46.91		52			32.27
Released		(35	)		37.70		(27	)		53.22
Forfeited		(6	)		43.75		(1	)		53.22
Outstanding at March 30, 2021		113		$	45.60
Outstanding at March 29, 2022							136		$	38.93

The fair value of ~~our~~ performance-based RSUs is equal to the fair value of our common stock at market close on the date of grant or the most recent trading day when grants take place on market holidays. The fair value of each performance-based RSU is expensed, based on management’s current estimate of the level that the performance goal will be achieved. As of March ~~30, 2021,~~29, 2022, based on the target level of performance, the total unrecognized stock-based compensation expense related to non-vested performance-based RSUs was approximately ~~$4.3~~$3.9 million, which is generally expected to be recognized over the next three years.

We calculate our interim income tax provision in accordance with ASC Topic 270, “Interim Reporting” and ASC Topic 740, “Accounting for Income Taxes.” The related tax expense or benefit is recognized in the interim period in which it occurs. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including the expected operating income for the year, permanent and temporary differences as a result of differences between amounts measured and recognized in accordance with tax laws and financial accounting standards, and the likelihood of recovering deferred tax ~~assets generated in the current fiscal year.~~assets. The accounting estimates used to compute income tax expense may change as new events occur, additional information is obtained or the tax environment changes.

On December 18, 2019, the FASB issued ASU 2019-12 (Topic 740), to simplify the accounting for income taxes. The ASU’s amendments are based on changes that were suggested by stakeholders as part of the FASB’s simplification initiative (i.e., the Board’s effort to reduce the complexity of accounting standards), while maintaining or enhancing the helpfulness of information provided to financial statement users. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The adoption of this standard did not have a material impact on our consolidated financial statements or related disclosures.

Our effective income tax rate for the thirteen weeks ended March ~~30, 2021, reflected~~29, 2022 was a ~~66.3% tax~~ benefit ~~rate~~of 116.8% compared to a ~~60.8% tax~~ benefit ~~rate~~of 66.3% for the comparable thirteen week period of ~~2020.~~2021. The effective tax rate benefit for the thirteen weeks ended March 29, 2022 and March 30, 2021, was different from the statutory tax rate primarily due to FICA tax tip credits. The prior year effective tax rate benefit was different than the statutory rate primarily due to FICA tax tip credits and the incremental benefit arising from the ability to carryback the 2020 loss to prior years when the tax rate was at 35%. An estimated annual effective tax rate was not applied for the quarter ended March 30, 2021, in accordance with ASC Topic 270 and ASC Topic 740 due to the significant nature of its tax credits in relation to its current income or loss. As such, the Company calculated and recorded the 2021 income tax provision based on the actual effective tax rate for the quarter.

~~On March 11, 2021 the President signed the American Rescue Plan of 2021. The law did not have a material impact on our consolidated financial statements or related disclosures.~~

As of March ~~30, 2021,~~29, 2022, we had unrecognized tax benefits of approximately ~~$1.4~~$1.2 million, of which approximately $1.1 million, if reversed, would impact our effective tax rate.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is the following (in thousands):

	For the Thirteen Weeks Ended				For the Thirteen Weeks Ended
	March 30, 2021		March 31, 2020		March 29, 2022			March 30, 2021
Gross unrecognized tax benefits at beginning of year	$	1,333	$	1,345
Beginning gross unrecognized tax benefits					$	1,198		$	1,333
Increases for tax positions taken in prior years		—		148		3			—
Decreases for tax positions taken in prior years						(1	)		—
Increases for tax positions taken in the current year		22		11		19			22
Gross unrecognized tax benefits at end of year	$	1,355	$	1,504
Ending gross unrecognized tax benefits					$	1,219		$	1,355

Our uncertain tax positions are related to tax years that remain subject to examination by tax agencies. As of March ~~30, 2021,~~29, 2022, the earliest tax year still subject to examination by the Internal Revenue Service is 2015. The earliest year still subject to examination by a significant state or local taxing jurisdiction is ~~2016.~~2017.

We are subject to lawsuits, administrative proceedings and demands that arise in the ordinary course of our business and which typically involve claims from ~~customers, employees~~guests, team members and others related to operational, employment, real estate and intellectual property issues common to the foodservice industry. A number of these claims may exist at any given time. We are self-insured for a portion of our general liability, ~~employee~~team member workers’ compensation and employment practice liability insurance requirements. We maintain coverage with a third-party insurer to limit our total exposure. We believe that most of our ~~customer~~team member claims will be covered by our general liability insurance, subject to coverage limits and the portion of such claims that are self-insured. Punitive damages awards and ~~employee~~team member unfair practice claims, however, are not covered by our general liability insurance. To date, we have not been ordered to pay punitive damages with respect to any claims, but there can be no assurance that punitive damages will not be awarded with respect to any future claims. We could be affected by adverse publicity resulting from allegations in lawsuits, claims and proceedings, regardless of whether these allegations are valid or whether we are ultimately determined to be liable. We currently believe that the final disposition of these type of lawsuits, proceedings and claims will not have a material adverse effect on our financial position, results of operations or liquidity. It is possible, however, that our future results of operations for a particular quarter or fiscal year could be impacted by changes in circumstances relating to lawsuits, proceedings or claims.

On May 5, 2020, we completed the sale of $70 million of our common stock to certain funds and accounts advised by T. Rowe Price Associates, Inc., acting as investment adviser, and to Act III Holdings, LLC (“Act III,” and collectively “the investors”). The investors purchased a total of 3,500,000 shares of BJ’s Restaurants common stock for $20.00 per share in a private placement under Section 4(2) of the Securities Act of 1933, as amended. The Company also issued a five year warrant to purchase 875,000 shares of our common stock with an initial exercise price of $27.00 per share to Act III. The warrant expires on May 4, 2025.

We accounted for the common stock and the warrant issued based on their relative fair values. The fair value of the warrant was estimated using the Black-Scholes pricing model. We recorded the net proceeds of $64.0 million related to the 3,500,000 shares of common stock to “Retained earnings” and the net proceeds of $3.4 million related to the warrant to “Capital surplus” on our Consolidated Balance Sheets.

On January 21, 2021, we sold 703,399 shares of our common stock at $42.65 per share for cash proceeds of $30.0 million (before commission and other fees) through an “at-the market” (“ATM”) offering program. As a result of the anti-dilution provisions contained in ACT III’s warrant, the number of shares issuable upon exercise of such warrant was adjusted to 876,949 and the exercise price was adjusted to $26.94.

As of March ~~30, 2021,~~29, 2022, we have approximately $24.4 million remaining under the current $500 million share repurchase plan approved by our Board of Directors. We have suspended our repurchase program until the Board determines that resumption of repurchases is in the best interest of the Company and its shareholders and is permitted by our Credit Facility.

Due to the COVID-19 pandemic, our Board of Directors suspended quarterly cash dividends until it is determined that resumption of dividend payments is in the best interest of the Company and its ~~shareholders and is permitted by our Credit Facility.~~shareholders. As such, the only cash dividends paid during the thirteen weeks ended March ~~30, 2021 and March 31, 2020~~29, 2022 were related to dividends (declared prior to fiscal 2020) which vested under our stock compensation plans.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain information included in this Form 10-Q and other filings with the Securities and Exchange Commission, in our press releases, in other written communications, and in oral statements made by or with the approval of one of our authorized officers may contain “forward-looking” statements about our current and expected performance trends, growth plans, business goals and other matters. Words or phrases such as “believe,” “plan,” “will likely result,” “expect,” “intend,” “will continue,” “is anticipated,” “estimate,” “project,” “may,” “could,” “would,” “should,” and similar expressions are intended to identify “forward-looking” statements. These

statements, and any other statements that are not historical facts, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended from time to time (the “Act”). The cautionary statements made in this Form 10-Q should be read as being applicable to all related “forward-looking” statements wherever they appear in this Form 10-Q. These forward-looking statements are based on information available to us as of the date any such statements are made, and we assume no obligation to update these forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include, but are not limited to, the risk factors described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December ~~29, 2020,~~28, 2021, as updated in our Form 10-Q for the ~~quarter~~thirteen weeks ended March ~~30, 2021~~29, 2022 and in other reports filed subsequently with the SEC.

As of May ~~4, 2021,~~2, 2022, we own and operate ~~211~~213 restaurants located in ~~the~~ 29 states of Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Florida, Indiana, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Virginia and Washington.states. Our proprietary craft beer is produced at several of our locations, our Temple, Texas brewpub locations and by independent third-party brewers using our proprietary recipes. ~~Due to the COVID-19 pandemic and the related restrictions, one of our 211 restaurants remains temporarily closed.~~

The first BJ’s restaurant, which opened in 1978 in Orange County, California, was a small sit-down pizzeria that featured Chicago style deep-dish pizza with a unique California twist. Our goal then and still today is to be ~~the best~~a leading, varied menu casual dining ~~concept ever by focusing~~restaurant brand that focuses on delivering high quality menu options at a compelling value, a dining experience that exceeds ~~customers’~~our guests’ expectations for service, hospitality and enjoyment, and an atmosphere that is always welcoming and approachable.

In 1996, we introduced our own proprietary craft beers and expanded the BJ’s concept from its beginnings as a small pizzeria to a full-service, ~~high energy~~high-energy casual dining restaurant when we opened our first large format restaurant ~~including~~with our own internal brewing operations in Brea, California. Today our restaurants feature a broad menu with over 100 menu items designed to offer something for everyone including: slow roasted entrees such as prime ~~rib;~~rib, EnLIGHTened Entrees® such as our Cherry Chipotle Glazed ~~Salmon;~~Salmon, our original signature deep-dish ~~pizza;~~pizza, the ~~often imitated, but never replicated,~~ world-famous Pizookie® ~~dessert;~~dessert, and our award-winning BJ’s proprietary craft beers. Our craft beer is produced at several of our restaurants, our Temple, Texas brewpub locations and by independent third-party brewers using our proprietary recipes.

Our revenues are comprised of food and beverage sales from our ~~restaurants and third-party retail beer sales.~~restaurants. Revenues from restaurant sales are recognized when payment is ~~tendered at the point of sale.~~tendered. Amounts paid with a credit card are recorded in accounts and other receivables until payment is ~~collected.~~collected from the credit card processor. We sell gift cards which do not have an expiration date, and we do not deduct non-usage fees

from outstanding gift card balances. Gift card sales are recorded as a liability and recognized as revenues upon redemption in our restaurants. Based on historical redemption rates, a portion of our gift card sales are not expected to be redeemed and will be recognized as gift card ~~“breakage.”~~“breakage” over time. Estimated gift card breakage is recorded as revenue and recognized in proportion to our historical redemption pattern, unless there is a legal obligation to remit the unredeemed gift cards to ~~the relevant jurisdiction.~~government authorities. The estimated gift card breakage is based on when the likelihood of redemption becomes remote, which has typically been 24 months after the original gift card issuance date.

Our ~~customer~~guest loyalty program enables participants to earn points for qualifying purchases that can be redeemed for food and beverages in the future. We allocate the transaction price between the goods delivered and the future goods that will be delivered, on a relative standalone selling price basis, and defer the revenues allocated to the points until such points are redeemed.

All of our restaurants are Company-owned. In calculating comparable restaurant sales, we include a restaurant in the comparable base once it has been open for 18 months. ~~Customer~~Guest traffic for our restaurants is estimated based on ~~customer~~guest checks.

Cost of sales is comprised of food and beverage costs, including the cost to produce and distribute our proprietary craft beer, soda and ciders. The components of cost of sales are variable and typically fluctuate directly with sales volumes, but may be impacted by changes in commodity prices, a shift in sales mix to higher cost proteins or other higher cost items, or varying levels of promotional activities.

Labor and benefit costs include direct hourly and management wages, bonuses, payroll taxes, fringe benefits and stock-based compensation and workers’ compensation expense that is directly related to restaurant level ~~employees.~~team members.

Occupancy and operating expenses include restaurant supplies, credit card fees, third-party delivery company commissions, marketing costs, fixed rent, percentage rent, common area maintenance charges, utilities, real estate taxes, repairs and maintenance and other related restaurant costs. Since fiscal 2020, occupancy and operating expense also include COVID-19 related costs such as temporary patios and safety related items.

General and administrative costs include all corporate administrative functions that support existing operations and provide infrastructure to facilitate our future growth. Components of this category include corporate management, field supervision and corporate hourly staff salaries and related ~~employee~~team member benefits (including stock-based compensation expense and cash-based incentive compensation), travel and relocation costs, information systems, the cost to recruit and train new restaurant management ~~employees,~~team members, corporate rent, certain brand marketing-related expenses and legal, professional and consulting fees.

Depreciation and amortization are composed primarily of depreciation of capital expenditures for restaurant and brewing equipment and leasehold improvements.

Restaurant opening expenses, which are expensed as incurred, consist of the costs of hiring and training the initial hourly work force for each new restaurant, travel, the cost of food and supplies used in training, grand opening promotional costs, the cost of the initial stock of operating supplies and other direct costs related to the opening of a restaurant, including rent during the construction and in-restaurant training period.

The following table provides, for the periods indicated, our unaudited Consolidated Statements of Operations expressed as percentages of total revenues. The results of operations for the thirteen weeks ended March ~~30, 2021~~29, 2022 and March ~~31, 2020,~~30, 2021, are not necessarily indicative of the results to be expected for the full fiscal year. Percentages below may not reconcile due to rounding.

For the Thirteen Weeks Ended

March 30, 2021

March 31, 2020

Revenues

100.0
%

100.0
%
Restaurant operating costs (excluding depreciation and amortization):

Cost of sales

25.1

25.1

Labor and benefits

36.6

40.8

Occupancy and operating

26.8

24.1

General and administrative

6.8

4.6

Depreciation and amortization

8.2

7.2

Restaurant opening

0.1

0.2

Loss on disposal and impairment of assets

0.1

1.1

Total costs and expenses

103.7

103.0

Loss from operations

(3.7
)

(3.0
)

Other income (expense):

Interest expense, net

(0.6
)

(0.6
)
Other income (expense), net

0.1

(0.7
)
Total other expense

(0.5
)

(1.2
)
Loss before income taxes

(4.2
)

(4.3
)

Income tax benefit

(2.8
)

(2.6
)
Net loss

(1.4
)%

(1.7
)%

	For the Thirteen Weeks Ended
	March 29, 2022			March 30, 2021
Revenues		100.0	%		100.0	%
Restaurant operating costs (excluding depreciation and amortization):
Cost of sales		27.3			25.1
Labor and benefits		38.9			36.6
Occupancy and operating		24.0			26.8
General and administrative		6.1			6.8
Depreciation and amortization		6.0			8.2
Restaurant opening		0.2			0.1
Loss on disposal and impairment of assets		0.1			0.1
Total costs and expenses		102.6			103.7
Loss from operations		(2.6	)		(3.7	)

Other (expense) income:
Interest expense, net		(0.2	)		(0.6	)
Other (expense) income, net		(0.1	)		0.1
Total other expense		(0.3	)		(0.5	)
Loss before income taxes		(2.9	)		(4.2	)

Income tax benefit		(3.4	)		(2.8	)
Net income (loss)		0.5	%		(1.4	)%

Thirteen Weeks Ended March ~~30, 2021~~29, 2022 Compared to Thirteen Weeks Ended March ~~31, 2020~~30, 2021

Revenues. Total revenues ~~decreased~~increased by ~~$31.3~~$75.4 million, or ~~12.3%~~33.8%, to ~~$223.3~~$298.7 million during the thirteen weeks ended March ~~30, 2021,~~29, 2022, from ~~$254.6~~$223.3 million during the comparable thirteen week period of ~~2020.~~2021. The ~~decrease~~increase in revenues primarily consisted of a ~~13.0%~~33.9%, or ~~$32.4~~$74.0 million, ~~decrease~~increase in comparable restaurant sales, ~~coupled with~~ a ~~$0.6 million decrease related to our temporarily closed restaurant due to the COVID-19 pandemic, offset by a $0.8~~$2.9 million increase in sales from new restaurants not yet in our comparable restaurant sales ~~base. The~~base, coupled with a net $0.7 million increase related to the re-opening in August 2021 of our temporarily closed restaurant due to the COVID pandemic. Revenue increases were offset by a $1.2 million decrease in revenues related to expired loyalty points during the same period in the prior year, which were recorded to revenue, a $0.5 million decrease related to the closure of our ~~comparable~~Pasadena restaurant, ~~sales was~~and a $0.3 million decrease related to our temporarily closed restaurant as a result of ~~COVID-19 restrictions on our business for the thirteen weeks ending March 30, 2021, compared to approximately three weeks for the comparable period last year.~~a fire. The ~~decrease~~increase in comparable restaurant sales was the result of ~~a decrease~~an increase in ~~customer~~guest traffic of approximately ~~20.0%~~26.4%, ~~offset by~~coupled with an increase in average check of approximately ~~7.0%~~7.5%. The increase in guest traffic was primarily due to the re-opening of our dining rooms, which were closed or restricted in operation during the same period in 2021.

Cost of Sales. Cost of sales ~~decreased~~increased by ~~$7.7~~$25.3 million, or ~~12.0%~~45.1%, to ~~$56.1~~$81.5 million during the thirteen weeks ended March ~~30, 2021,~~29, 2022, from ~~$63.8~~$56.1 million during the comparable thirteen week period of ~~2020.~~2021. This ~~decrease~~increase was primarily due to the ~~reduction~~increase in ~~sales as a result of the COVID-19 pandemic, overall menu mix~~revenue, commodity cost increases and ~~a decrease in cheese costs, partially offset by~~ costs related to our three new restaurants opened and one restaurant ~~opened~~re-opened since the thirteen weeks ended March ~~31, 2020.~~30, 2021, offset by our Pasadena restaurant that was closed at the beginning of the current fiscal year. As a percentage of revenues, cost of sales ~~were 25.1%~~increased to 27.3% for ~~both~~ the current thirteen week period ~~and~~from 25.1% for the prior year comparable period. This increase was primarily due to inflationary pressure on food costs, partially mitigated by menu price increases.

Labor and Benefits. Labor and benefit costs for our restaurants ~~decreased~~increased by ~~$22.1~~$34.6 million, or ~~21.3%~~42.4%, to ~~$81.7~~$116.3 million during the thirteen weeks ended March ~~30, 2021,~~29, 2022, from ~~$103.8~~$81.7 million during the comparable thirteen week period of ~~2020.~~2021. This ~~decrease~~increase was

primarily due to increased team members and higher training and overtime costs due to the ~~reduction in labor hours and benefits as a result~~re-opening of ~~the reduction in sales and~~ our dining ~~room closures~~rooms, which were closed or had restricted operations during the same period in 2021, and ~~limitations from the COVID-19 pandemic, partially offset by~~ expenses related to the three new restaurants opened and one restaurant ~~opened~~re-opened since the thirteen weeks ended March ~~31, 2020.~~30, 2021. Increases in labor and benefit costs were offset in part by the closure of our Pasadena restaurant at the beginning of the current fiscal year. As a percentage of revenues, labor and benefit costs ~~were 36.6%~~increased to 38.9% for the current thirteen week period ~~and 40.8%~~from 36.6% for the prior year comparable period. This ~~decrease, as a percentage of revenues,~~increase was primarily due to ~~lower hourly staffing levels~~higher wages, training and overtime hours due to ~~dining room capacity limitations, changes in management staffing levels made at~~increased hiring activities, and the ~~beginning of~~deleveraging impact from the COVID-19 ~~pandemic and our ability to leverage reduced staffing while capacity restrictions eased and weekly~~Omicron wave in January when sales ~~averages increased during the quarter.~~were severely impacted. Included in labor and benefits for the thirteen weeks ended March ~~30, 2021~~29, 2022 and March ~~31, 2020,~~30, 2021, was approximately $0.8 million, or 0.3% and ~~$0.6 million, respectively, or~~ 0.4% ~~and 0.2%~~ of revenues, respectively, of stock-based compensation expense related to equity awards granted in accordance with our Gold Standard Stock Ownership Program for certain restaurant management team members.

Occupancy and Operating. Occupancy and operating expenses ~~decreased~~increased by ~~$1.4~~$11.9 million, or ~~2.3%~~19.8%, to ~~$59.8~~$71.7 million during the thirteen weeks ended March ~~30, 2021,~~29, 2022, from ~~$61.3~~$59.8 million during the comparable thirteen week period of ~~2020.~~2021. This ~~decrease~~increase was primarily due to ~~cost savings measures related to the COVID-19 pandemic, coupled with less corporate marketing expenses and lower~~higher merchant credit card fees ~~partially offset by higher commissions to third-party delivery companies~~ as a result of increased ~~off-premise sales,~~revenues, increased supply costs, higher janitorial services related to the re-opening of our dining rooms, coupled with increased marketing costs and costs related to ~~temporary patios, personal protective equipment~~the three new restaurants opened and ~~additional cleaning supplies, and expenses related to the new~~one restaurant ~~opened~~re-opened since the thirteen weeks ended March ~~31, 2020.~~30, 2021. As a percentage of revenues, occupancy and operating expenses ~~increased~~decreased to ~~26.8%~~24.0% for the current thirteen week period from ~~24.1%~~26.8% for the prior year comparable period. This ~~increase, as a percentage of revenues,~~decrease was primarily due to ~~the deleveraging of~~our ability to leverage certain fixed operating and occupancy costs over a ~~lower~~higher revenue ~~base as a result of the COVID-19 pandemic.~~base.

General and Administrative. General and administrative expenses increased by ~~$3.7~~$3.0 million, or ~~31.5%~~19.6%, to ~~$15.3~~$18.3 million during the thirteen weeks ended March ~~30, 2021,~~29, 2022, from ~~$11.6~~$15.3 million during the comparable thirteen week period of ~~2020.~~2021. This increase was primarily due to ~~increased incentive~~increases in personnel, travel, recruiting and ~~equity compensation costs, coupled with an increase~~outside services as we returned closer to pre-pandemic operations and have invested in deferred compensation expense related to gains in the equity markets during the quarter, offset by lower travel costs and savings measures related to the COVID-19 pandemic. This deferred compensation expense increase is offset by higher other income included in “Other income (expense), net” on our Unaudited Consolidated Statements of Operations related to an increase in the cash surrender value of our life insurance policies under our deferred compensation plan.growth initiatives. Included in general and administrative costs for the thirteen weeks ended March 29, 2022 and March 30, 2021, ~~and March 31, 2020,~~ was approximately ~~$1.6~~$2.0 million and ~~$0.9~~$1.6 million, respectively, or 0.7% ~~and 0.4%~~ of revenues, ~~respectively,~~ of stock-based compensation expense. As a percentage of revenues, general and administrative expenses ~~increased~~decreased to ~~6.8%~~6.1% for the current thirteen week period from ~~4.6%~~6.8% for the prior year comparable period. This ~~percentage increase~~decrease was primarily due to ~~deleveraging from~~our ability to leverage our fixed costs over a ~~lower~~higher revenue ~~base as a result of the COVID-19 pandemic.~~base.

Depreciation and Amortization. Depreciation and amortization decreased by ~~$0.1~~$0.2 million, or ~~0.8%~~1.2%, to ~~$18.2~~$18.0 million during the thirteen weeks ended March ~~30, 2021,~~29, 2022, compared to ~~$18.3~~$18.2 million during the comparable thirteen week period of ~~2020.~~2021. This ~~slight~~ decrease iswas primarily ~~due~~related to impairment and disposal charges taken in fiscal 2021, including the impairment and reduction of carrying value related to ~~five restaurants~~our Pasadena restaurant that closed at the beginning of the year. The decrease in ~~2020,~~depreciation and amortization was partially offset by depreciation expense related to ~~the new restaurant~~our restaurants opened since the thirteen weeks ended March ~~31, 2020.~~30, 2021. As a percentage of revenues, depreciation and amortization ~~increased~~decreased to ~~8.2%~~6.0% for the current thirteen week period from ~~7.2%~~8.2% for the prior year comparable period. This ~~increase is~~decrease was primarily due to a ~~lower~~higher revenue ~~base as a result of the COVID-19 pandemic.~~base.

Restaurant Opening. Restaurant opening expense ~~decreased~~increased by ~~$0.4~~$0.5 million, or ~~76.4%~~355.5%, to ~~$0.1~~$0.6 million during the thirteen weeks ended March ~~30, 2021,~~29, 2022, compared to ~~$0.5~~$0.1 million during the comparable thirteen week period of ~~2020.~~2021. This ~~decrease is~~increase was primarily due to the timing of our openings. We opened one restaurant ~~openings~~ during the ~~period. We did not open any restaurants~~thirteen weeks ended March 29, 2022 and a second restaurant two weeks after the thirteen weeks ended March 29, 2022, compared to no new restaurant openings during the thirteen weeks ended March 30, ~~2021, compared to one restaurant opening during the thirteen weeks ended March 31, 2020.~~2021.

Loss on Disposal and Impairment of Assets. Loss on disposal and impairment of assets was ~~$0.3~~$0.2 million during the thirteen weeks ended March ~~30, 2021,~~29, 2022, and ~~$2.9~~$0.3 million during the comparable thirteen week period of ~~2020.~~2021. ~~For the thirteen weeks ended March 30, 2021, these~~These costs ~~were~~ primarily ~~related~~relate to ~~the~~ disposals of assets in conjunction with initiatives to keep our restaurants up to date, ~~coupled with disposal of certain unproductive restaurant assets. For the comparable thirteen week period of 2020, these costs primarily~~offset by a $0.3 million gain related to the ~~impairment~~sale of certain assets and ~~reduction~~our liquor license at our Pasadena restaurant in the ~~carrying value of the long-lived and operating lease assets related to one of our restaurants, coupled with routine asset disposals.~~current fiscal year.

Interest Expense, Net. Interest expense, net, decreased by ~~$0.07~~$0.8 million to ~~$1.4~~$0.6 million during the thirteen weeks ended March ~~30, 2021,~~29, 2022, compared to ~~$1.5~~$1.4 million during the comparable thirteen week period of ~~2020.~~2021. This decrease was primarily due to a lower average debt balance during the thirteen weeks ended March ~~30, 2021,~~29, 2022, compared to the comparable thirteen week period of ~~2020.~~2021.

Other (Expense) Income, ~~(Expense),~~ Net. Other (expense) income, ~~(expense),~~ net, ~~increased~~decreased by ~~$2.0~~$0.7 million to $0.4 million of expense during the thirteen weeks ended March 29, 2022, compared to $0.3 million of income during the ~~thirteen weeks ended March 30, 2021, compared to $1.7 million of expense during the~~ comparable thirteen week period of ~~2020.~~2021. This ~~increase~~ was primarily ~~due~~related to the ~~increase~~decrease in the cash surrender value of certain life insurance policies under our deferred compensation plan. This ~~increase~~decrease offsets the related deferred compensation expense impact included inwithin “General and administrative” expenses on our Unaudited Consolidated Statements of Operations.

Income Tax Benefit. Our effective income tax rate for the thirteen weeks ended March ~~30, 2021,~~29 2022, reflected a 116.8% tax benefit compared to a 66.3% tax benefit ~~rate compared to a 60.8% tax benefit rate~~ for the comparable thirteen week period of ~~2020.~~2021. The effective tax rate benefit for the thirteen weeks ended March 29, 2022 and March 30, 2021, was different than the statutory tax rate primarily due to FICA tax tip ~~credits. The prior year effective tax rate benefit was different than the statutory rate primarily due to FICA tax tip~~ credits and ~~the incremental benefit arising from the ability~~its relationship to ~~carryback the 2020 loss to prior years when the tax rate was at 35%. An estimated annual effective tax rate was not applied to year to date~~ pre-tax income for the quarter ended March 30, 2021. An estimated annual effective tax rate was not applied for the quarter ended March 30, 2021, in accordance with ASC Topic 270 and ASC Topic 740 due to the significant nature of its tax credits in relation to its current income or loss. As such, the Company calculated and recorded the 2021 income tax provision based on the actual effective tax rate for the quarter.earnings.

The following table provides, for the periods indicated, a summary of our key liquidity measurements (dollars in thousands):

	March 30, 2021			December 29, 2020			March 29, 2022			December 28, 2021
Cash and cash equivalents	$	90,247		$	51,664		$	27,201		$	38,527
Net working capital	$	(47,559	)	$	(82,609	)	$	(112,099	)	$	(109,619	)
Current ratio	0.7:1.0			0.5:1.0			0.4:1.0			0.5:1.0

As a result of uncertainties in the near-term outlook for our business caused by the COVID-19 pandemic, we ~~reevaluated all aspects of our spending and~~ continue to focus on cash flow generation. Currently, we have no intention to repurchase shares or pay dividends until it is determined by our Board of Directors that it is in the best interest of the Company and its ~~shareholders and that it is permitted under our Credit Facility.~~shareholders. We will review and, when appropriate, adjust our overall approach to capital allocation as we know more about the ultimate duration of the COVID-19 pandemic and how the post-pandemic recovery will unfold and affect ~~revenues and costs at~~ our ~~restaurants.~~cash flow from operating activities.

We are taking what we believe to be reasonably necessary and appropriate measures to control costs and maximize liquidity. Our $70 million (before commission and other fees) private placement of common stock completed in May 2020 and our $30 million sale (before commission and other fees) of common stock through our ATM offering program, completed in January 2021, have strengthened our financial position. As of March 30, 2021, we have approximately $90.2 million of cash on our balance sheet, with an additional $79.1 million of borrowings available under our Credit Facility. See Note 4 of Notes to ~~Unaudited Consolidated Financial Statements in Part I, Item 1 of this report for further information on our Credit Facility~~. Based on the current level of operations, ~~the reduction of new restaurant openings, and other capital expenditure initiatives,~~ we believe that our current cash and cash equivalents will be adequate to meet our capital expenditure and working capital needs for at least the next twelve months. Our future operating performance will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

Similar to many restaurant chains, we typically utilize operating lease arrangements (principally ground leases) for the majority of our restaurant locations. We believe our operating lease arrangements provide appropriate leverage for our capital structure in a financially efficient manner. However, we are not limited to the use of lease arrangements as our only method of opening new restaurants and from time to time have purchased the underlying land for new restaurants. We typically lease our restaurant locations for periods of 10 to 20 years under operating lease arrangements. Our rent structures vary from lease to lease, but generally provide for the payment of both minimum and contingent (percentage) rent based on sales, as well as other expenses related to the leases (for example, our pro-rata share of common area maintenance, property tax and insurance expenses). Many of our lease arrangements include the opportunity to secure tenant improvement allowances to partially offset the cost of developing and opening the related restaurants. Generally, landlords recover the cost of such allowances from increased minimum rents. ~~However, there~~There can be no assurance that such

allowances will be available to us on each project. From time to time, we may also decide to purchase the underlying land for a new restaurant if that is the only way to secure a highly desirable site. Currently, we own the underlying land for one of our restaurants that will be opened in fiscal 2022 and our Texas brewpub locations. We also own two parcels of land adjacent to two of our restaurants. It is not our current strategy to own a large number of land parcels that underlie our restaurants. Therefore, in many cases we have subsequently entered into sale-leaseback arrangements for land parcels that we previously purchased. We disburse cash for certain site-related work, buildings, leasehold improvements, furnishings, fixtures and equipment to build our leased and owned premises. We own substantially all of the equipment, furniture and trade fixtures in our restaurants and currently plan to do so in the future.

The following tables set forth, for the periods indicated, our cash flows from operating, investing, and financing activities (in thousands):

	For the Thirteen Weeks Ended						For the Thirteen Weeks Ended
	March 30, 2021			March 31, 2020			March 29, 2022			March 30, 2021
Net cash provided by operating activities	$	14,212		$	1,208		$	609		$	14,212
Net cash used in investing activities		(6,877	)		(16,271	)		(11,530	)		(6,877	)
Net cash provided by financing activities		31,248			72,978
Net increase in cash and cash equivalents	$	38,583		$	57,915
Net cash (used in) provided by financing activities								(405	)		31,248
Net (decrease) increase in cash and cash equivalents							$	(11,326	)	$	38,583

Net cash provided by operating activities was ~~$14.2~~$0.6 million during the thirteen weeks ended March ~~30, 2021,~~29, 2022, representing a ~~$13.0~~$13.6 million ~~increase~~decrease from the ~~$1.2~~$14.2 million provided by during the thirteen weeks ended March ~~31, 2020.~~30, 2021. The ~~increase~~decrease over the prior year is primarily due to the payment timing of ~~payments related to~~accounts payable and accrued expenses, offset by the ~~timing~~collection of accounts and other ~~receivables collections.~~receivable and higher net income during the thirteen weeks ended March 29, 2022.

Net cash used in investing activities was ~~$6.9~~$11.5 million during the thirteen weeks ended March ~~30, 2021,~~29, 2022, representing a ~~$9.4~~$4.7 million ~~decrease~~increase from the ~~$16.3~~$6.9 million used during the thirteen weeks ended March ~~31, 2020.~~30, 2021. The ~~decrease~~increase over prior year is primarily due to an increase in the ~~delay or cancelation~~number of new restaurant openings, ~~coupled with the suspension of unessential capital expenditures due to the COVID-19 pandemic.~~

The following table provides, for the periods indicated, the components of capital expenditures (in thousands):

	For the Thirteen Weeks Ended				For the Thirteen Weeks Ended
	March 30, 2021		March 31, 2020		March 29, 2022		March 30, 2021
New restaurants	$	4,676	$	9,026	$	7,865	$	4,676
Restaurant maintenance and key productivity initiatives		1,649		6,168		3,870		1,649
Restaurant and corporate systems		552		1,081		361		552
Total capital expenditures	$	6,877	$	16,275	$	12,096	$	6,877

As of May ~~4, 2021,~~2, 2022, we have opened ~~one~~two new restaurants and closed our Pasadena restaurant during fiscal ~~2021~~2022. We currently plan to open as many as eight restaurants in fiscal 2022, and ~~anticipate opening one additional~~we have entered into signed leases, land purchase agreements or letters of intent for all of our 2022 new restaurant ~~later this year. We also intend~~locations. Our new restaurant unit economics continue to ~~re-open~~warrant an appropriate allocation of our ~~Richmond, Virginia restaurant in the second half of the year, which is our only location across the country that remains closed due to the COVID-19 pandemic~~. ~~As the country recovers from the COVID-19 pandemic,~~available capital, and we will continue to ~~evaluate~~balance new restaurant growth with quality and hospitality.

We currently anticipate our ~~restaurant opening plans.~~total capital expenditures for fiscal 2022 to be approximately $90 million to $95 million. This estimate includes costs to open up to eight new restaurants and remodel several existing locations. Total capital expenditures exclude anticipated proceeds from tenant improvement allowances and sale-leasebacks. We expect to fund our net capital expenditures with our current cash balance on hand, cash flows from operations and our line of credit. Our future cash requirements will depend on many factors, including the pace of our expansion, conditions in the retail property development market, construction costs, the nature of the specific sites selected for new restaurants, and the nature of the specific leases and associated tenant improvement allowances available, if any, as negotiated with landlords.

Net cash ~~provided by~~used in financing activities was ~~$31.2~~$0.4 million during the thirteen weeks ended March ~~30, 2021,~~29, 2022, representing a ~~$41.7~~$31.7 million decrease from the ~~$73.0~~$31.2 million provided during the thirteen weeks ended March ~~31, 2020.~~30, 2021. This decrease iswas primarily due to ~~zero net borrowings on our Line~~proceeds from the issuance of ~~Credit~~common stock during the thirteen weeks ended March 30, 2021.

~~See Note 4 of Notes to~~ ~~Unaudited Consolidated Financial Statements in Part I, Item 1 of this report for further information on our Credit Facility~~. In addition to drawing down on our Line of Credit and selling $70 million of our common stock in 2020, we have taken and continue to take all necessary and appropriate steps to maximize our liquidity as we manage our business through the current environment. In January 2021, we completed the sale of an aggregate of 703,399 shares of common stock for proceeds of $30 million (before commission and other fees) through an ATM offering program. See Note 10 Notes to ~~Unaudited Consolidated Financial Statements in Part I, Item 1 of this report for further information on our~~ ATM offering. While we believe we have sufficient liquidity with our current capital position for the next twelve months, we will continue to monitor and evaluate all financing alternatives as these unprecedented events evolve.

We do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or variable interest entities (“VIEs”), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow limited purposes. As of March ~~30, 2021,~~29, 2022, we are not involved in any off-balance sheet arrangements.

Inflation on food, labor, energy and occupancy costs can significantly affect the profitability of our restaurant operations. Our profitability is dependent, among other things, on our ability to anticipate and react to changes in the cost of key operating resources, including food and other raw materials, labor, energy and other supplies and services. Substantial increases in costs and expenses could impact our operating results to the extent that such increases cannot be passed along to our restaurant customers. While we have taken steps to enter into agreements for some of the commodities used in our restaurant operations, there can be no assurance that future supplies and costs for such commodities will not fluctuate due to weather or other market conditions outside of our control. We are currently unable to contract for certain commodities, such as fluid dairy, fresh meat or seafood, and most fresh produce items, for long periods of time. Consequently, such commodities can be subject to unforeseen supply and cost fluctuations.While we have not had material disruptions in our supply chain, we have experienced some product shortages and higher costs and inflationary pressures, which have affected our average per-guest check.

A general shortage in the availability of qualified restaurant managers and hourly workers in certain geographic areas in which we operate, which has been exacerbated by continuing effects of the COVID-19 pandemic on the labor market, has caused increases in the costs of recruiting and compensating such ~~employees.~~team members. Many of our restaurant ~~employees~~team members are paid hourly rates subject to ~~the~~ federal, state or local minimum wage requirements. Numerous state and local governments have their own minimum wage and other regulatory requirements for ~~employees~~team members that are generally greater than the federal minimum wage and are subject to annual increases based on changes in their local consumer price indices. Additionally, certain operating and other costs, including health benefits in compliance with the Patient Protection and Affordable Care Act, taxes, insurance, COVID-19 pandemic related benefits, and other outside services continue to increase with the general level of inflation and may also be subject to other cost and supply fluctuations outside of our control.

While we have been able to partially offset inflation and other changes in the costs of key operating resources by gradually increasing prices of our menu items, coupled with more efficient purchasing practices, productivity improvements and greater economies of scale, there can be no assurance that we will be able to continue to do so in the future. From time to time, competitive conditions will limit our menu pricing flexibility. In addition, macroeconomic conditions that impact consumer discretionary spending for food away from home could make additional menu price increases imprudent. There can be no assurance that all of our future cost increases can

be offset by higher menu prices or that higher menu prices will be accepted by our restaurant customers without any resulting changes in their visit frequencies or purchasing patterns. Many of the leases for our restaurants provide for contingent rent obligations based on a percentage of sales. As a result, rent expense will absorb a proportionate share of any menu price increases in our restaurants. There can be no assurance that we will continue to generate increases in comparable restaurant sales in amounts sufficient to offset inflationary or other cost pressures.

Our business is impacted by weather and other seasonal factors that typically impact other restaurant operations. Holidays (and shifts in the holiday calendar) and severe weather including hurricanes, tornados, thunderstorms, snow and ice storms, prolonged extreme temperatures and similar conditions may impact restaurant sales volumes in some of the markets where we operate. Many of our restaurants are located in or near shopping centers and malls that typically experience seasonal fluctuations in sales. Quarterly results have been and will continue to be significantly impacted by the timing of new restaurant openings and their associated restaurant opening expenses. As a result of these and other factors, our financial results for any given quarter may not be indicative of the results that may be achieved for a full fiscal year.

The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenues and expenses in the reporting period. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. We continually review the estimates and underlying assumptions to ensure they are appropriate for the circumstances. Accounting assumptions and estimates are inherently uncertain and actual results may differ materially from our estimates.

A summary of our other critical accounting policies is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended December ~~29, 2020.~~28, 2021. During the thirteen weeks ended March ~~30, 2021,~~29, 2022, there were no significant changes in our critical accounting policies.

The following discussion of market risks contains “forward-looking” statements. Actual results may differ materially from the following discussion based on general conditions in the financial and commodity markets.

We have a $215 million Credit Facility, of which ~~$116.8~~$50.0 million is currently outstanding and carries interest at a floating rate. We utilize the Credit Facility principally for letters of credit that are required to support our self-insurance programs, to fund a portion of our announced share repurchase program, which is currently suspended, and for working capital and construction requirements, as needed. We are exposed to interest rate risk through fluctuations in interest rates on our obligations under the Credit Facility. Based on our current outstanding balance, a hypothetical 1% change in the interest rates under our Credit Facility would have an approximate ~~$0.9~~$0.4 million annual impact on our net ~~loss.~~income (loss).

We purchase food, supplies and other commodities for use in our operations based upon market prices established with our suppliers. ~~Many~~Our business is dependent on frequent and consistent deliveries of these items. We may experience shortages, delays or interruptions due to inclement weather, natural disasters, labor issues or other operational disruptions or other conditions beyond our control such as cyber breaches or ransomware attacks at our suppliers, distributors or transportation providers. Additionally, many of the commodities purchased by us can be subject to volatility due to market supply and demand factors outside of our control, whether contracted for or not. Costs can also fluctuate due to government regulation. ~~Additionally, as~~As a result of the COVID-19 pandemic, we have experienced and expect to continue to experience ~~certain~~distribution disruptions, commodity cost ~~fluctuation~~inflation and ~~shortages~~certain food and ~~other~~ supply ~~chain issues.~~shortages. To manage this risk in part, we attempt to enter into fixed-price purchase commitments, with terms typically up to one year, for some of our commodity requirements. However, it may not be possible for us to enter into fixed-price contracts for certain commodities or we may choose not to enter into fixed-price contracts for certain commodities. We believe that substantially all of our food and supplies are available from several sources, which helps to diversify our overall commodity cost risk. We also believe that we have some flexibility and ability to increase certain menu prices, or vary certain menu items offered or promoted, in response to food commodity price increases. Some of our commodity purchase arrangements may contain contractual features that limit the price paid by establishing certain price floors or caps. We do not use financial instruments to hedge commodity prices, since our purchase arrangements with suppliers, to the extent that we can enter into such arrangements, help control the ultimate cost that we pay.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 promulgated under the Securities Exchange Act of 1934 as amended, as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March ~~30, 2021,~~29, 2022, our disclosure controls and procedures are designed and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There has not been any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our first fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

See Note 98 of Notes to Unaudited Consolidated Financial Statements in Part I, Item 1 of this report for a summary of legal proceedings.

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December ~~29, 2020.~~28, 2021.

~~Due to the COVID-19 pandemic, our~~Our share repurchase program is currently suspended until it is in the best interest of the Company and its shareholders to ~~resume and is permitted by our Credit Facility, which restricts our ability to pay dividends or conduct stock repurchases.~~resume. As of March ~~30, 2021,~~29, 2022, we have cumulatively repurchased shares valued at approximately $475.6 million in accordance with our approved share repurchase plan. We did not repurchase shares during the thirteen weeks ended March ~~30, 2021.~~29, 2022. As of March ~~30, 2021,~~29, 2022, we have approximately $24.4 million available under our share repurchase plan.

~~The following table sets forth information with respect to the repurchase of common shares during the thirteen weeks ended March 30, 2021:~~

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

☐☑	Large accelerated filer	☑☐	Accelerated filer
☐	Non-accelerated filer	☐	Smaller reporting company
☐	Emerging growth company

		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements

	Consolidated Balance Sheets – March ~~30, 2021~~29, 2022 (Unaudited) and December ~~29, 2020~~28, 2021	1

	Unaudited Consolidated Statements of Operations – Thirteen Weeks Ended March ~~30, 2021~~29, 2022 and March ~~31, 2020~~30, 2021	2
	Unaudited Consolidated Statements of Shareholders’ Equity – Thirteen Weeks Ended March ~~30, 2021~~29, 2022 and March ~~31, 2020~~30, 2021	3
	Unaudited Consolidated Statements of Cash Flows – Thirteen Weeks Ended March ~~30, 2021~~29, 2022 and March ~~31, 2020~~30, 2021	4

	Notes to Unaudited Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1311

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2017

Item 4.	Controls and Procedures	2017


PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	2119

Item 1A.	Risk Factors	2119

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2119

Item 6.	Exhibits	2220


	SIGNATURES	2321

Exhibit Number		Description
3.1		Amended and Restated Articles of Incorporation of the Company, incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K for fiscal 2017.

3.2		Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.1 of the Form 8-K filed on August 14, 2020.

3.3		Certificate of Amendment of Articles of Incorporation, incorporated by reference to Exhibit 3.3 of the Annual Report on Form 10-K for fiscal 2004.

3.4		Certificate of Amendment of Articles of Incorporation, incorporated by reference to Exhibit 3.4 of the Annual Report on Form 10-K for fiscal 2010.

4.1		Specimen Common Stock Certificate of the Company, incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form SB‑2A filed with the Securities and Exchange Commission on August 22, 1996 (File No. 3335182‑LA).

~~10.1~~		Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement, dated January 15, 2021, among the Company and Bank of America, N.A. and the other lenders identified therein, incorporated by reference to Exhibit 10.1 of the Form 8-K filed on January 22, 2021.

31		Section 302 Certification of Chief Executive Officer and Chief Financial Officer.

32		Section 906 Certification of Chief Executive Officer and Chief Financial Officer.

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May ~~4, 2021~~	~~By:~~	~~/s/ GREGORY A. TROJAN~~
		~~Gregory A. Trojan~~
		~~Chief Executive Officer~~
		~~(Principal Executive Officer)~~

2, 2022	By:	/s/ GREGORY S. LEVIN
		Gregory S. Levin
		Chief Executive Officer and President
		(Principal Executive Officer)

Period (1)	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of the Publicly Announced Plans		Increase in Dollars for Share Repurchase Authorization		Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
12/30/20 – 01/26/21		—	$	—		—	$	—	$	24,438,776
01/27/21 – 02/23/21		—	$	—		—	$	—	$	24,438,776
02/24/21 – 03/30/21		—	$	—		—	$	—	$	24,438,776
Total		—	$	—		—

		By:	/s/ THOMAS A. HOUDEK
			Thomas A. Houdek
			Senior Vice President and Chief Financial Officer ~~and Secretary~~
			(Principal Financial Officer)

		By:	/s/ JACOB J. GUILD
			Jacob J. Guild
			Senior Vice President and Chief Accounting Officer
			(Principal Accounting Officer)

		BJ’S RESTAURANTS, INC.
		(Registrant)