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

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 ~~and posted on its corporate website, if any,~~ every interactive data file required to be submitted ~~and posted~~ 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 ~~and post~~ 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. ~~(Check one):~~

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 ~~November 3, 2017,~~October 28, 2022, there were ~~20,633,394~~23,392,092 shares of Common Stock of the Registrant outstanding.

October 3, 2017

January 3, 2017

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$
28,694

$
22,761

Accounts and other receivables, net

12,537

14,698

Inventories, net

10,226

9,907

Prepaid expenses and other current assets

8,368

11,324

Total current assets

59,825

58,690

Property and equipment, net

599,450

601,324

Goodwill

4,673

4,673

Other assets, net

29,118

26,625

Total assets

$
693,066

$
691,312

Liabilities and Shareholders’ Equity

Current liabilities:

Accounts payable (1)

$
23,984

$
31,145

Accrued expenses

83,634

94,553

Total current liabilities

107,618

125,698

Deferred income taxes

37,073

37,587

Deferred rent

32,047

30,424

Deferred lease incentives

53,951

54,119

Long-term debt

194,000

148,000

Other liabilities

23,199

20,587

Total liabilities

447,888

416,415

Commitments and contingencies

Shareholders’ equity:

Preferred stock, 5,000 shares authorized, none issued or outstanding

—

—

Common stock, no par value, 125,000 shares authorized and 20,746
and 22,332 shares issued and outstanding as of October 3, 2017 and
January 3, 2017, respectively

—

—

Capital surplus

68,228

66,200

Retained earnings

176,950

208,697

Total shareholders’ equity

245,178

274,897

Total liabilities and shareholders’ equity

$
693,066

$
691,312

For the Thirteen

For the Thirty-Nine

Weeks Ended

Weeks Ended

October 3, 2017

September 27, 2016

October 3, 2017

September 27, 2016

Revenues

$
247,009

$
233,702

$
770,642

$
727,431

Restaurant operating costs (excluding depreciation and amortization):

Cost of sales (1)

65,553

59,882

200,465

183,091

Labor and benefits

91,228

82,034

277,724

252,793

Occupancy and operating (1)

55,238

50,474

164,054

149,691

General and administrative

13,035

12,921

41,536

41,050

Depreciation and amortization

17,430

16,292

51,231

47,930

Restaurant opening

534

2,218

3,205

5,216

Loss on disposal and impairment of assets

1,070

810

4,168

2,266

Natural disaster and related

905

—

905

—

Severance and legal settlements

423

—

423

369

Total costs and expenses

245,416

224,631

743,711

682,406

Income from operations

1,593

9,071

26,931

45,025

Other (expense) income:

Interest expense, net

(1,177
)

(344
)

(3,178
)

(1,100
)
Other income, net

423

378

1,474

813

Total other (expense) income

(754
)

34

(1,704
)

(287
)
Income before income taxes

839

9,105

25,227

44,738

Income tax (benefit) expense

(1,550
)

1,868

3,933

12,068

Net income

$
2,389

$
7,237

$
21,294

$
32,670

Net income per share:

Basic

$
0.11

$
0.30

$
0.98

$
1.35

Diluted

$
0.11

$
0.30

$
0.97

$
1.33

Weighted average number of shares outstanding:

Basic

21,354

24,091

21,620

24,172

Diluted

21,670

24,486

22,032

24,589

For the Thirty-Nine Weeks Ended

October 3, 2017

September 27, 2016

Cash flows from operating activities:

Net income

$
21,294

$
32,670

Adjustments to reconcile net income to net cash provided by operating
activities:

Depreciation and amortization

51,231

47,930

Deferred income taxes

(514
)

4,117

Stock-based compensation expense

5,271

4,580

Loss on disposal and impairment of assets

4,168

2,266

Natural disaster and related

194

—

Changes in assets and liabilities:

Accounts and other receivables

2,559

12,844

Landlord contribution for tenant improvements

124

559

Inventories, net

(319
)

(620
)
Prepaid expenses and other current assets

2,603

3,891

Other assets, net

(3,509
)

(3,729
)
Accounts payable

(4,788
)

(3,172
)
Accrued expenses

(10,919
)

4,895

Deferred rent

1,623

2,225

Deferred lease incentives

(168
)

660

Other liabilities

204

(485
)
Net cash provided by operating activities

69,054

108,631

Cash flows from investing activities:

Purchases of property and equipment

(57,358
)

(80,682
)
Proceeds from sale of assets

4,739

—

Net cash used in investing activities

(52,619
)

(80,682
)

Cash flows from financing activities:

Borrowings on line of credit

1,604,600

749,700

Payments on line of credit

(1,558,600
)

(740,900
)
Excess tax benefit from stock-based compensation

—

289

Taxes paid on vested stock units under employee plans

(248
)

(208
)
Proceeds from exercise of stock options

1,029

1,890

Repurchases of common stock

(57,283
)

(47,376
)
Net cash used in financing activities

(10,502
)

(36,605
)

Net increase (decrease) in cash and cash equivalents

5,933

(8,656
)
Cash and cash equivalents, beginning of period

22,761

34,604

Cash and cash equivalents, end of period

$
28,694

$
25,948

Supplemental disclosure of cash flow information:

Cash paid for income taxes

$
4,909

$
6,786

Cash paid for interest, net of capitalized interest

$
2,968

$
904

Supplemental disclosure of non-cash investing and financing activities:

Property and equipment acquired and included in accounts payable

$
6,947

$
14,802

Stock-based compensation capitalized

$
218

$
226

	September 27, 2022		December 28, 2021
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	19,179	$	38,527
Accounts and other receivables, net		19,874		29,055
Inventories, net		11,760		11,579
Prepaid expenses and other current assets		10,984		11,654
Total current assets		61,797		90,815

Property and equipment, net		505,247		506,111
Operating lease assets		368,001		365,244
Goodwill		4,673		4,673
Deferred income taxes		37,805		24,902
Other assets, net		40,023		43,421
Total assets	$	1,017,546	$	1,035,166

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	51,088	$	48,840
Accrued expenses		93,657		112,354
Current operating lease obligations		40,100		39,240
Total current liabilities		184,845		200,434

Long-term operating lease obligations		433,095		436,016
Long-term debt		50,000		50,000
Other liabilities		10,592		14,945
Total liabilities		678,532		701,395

Commitments and contingencies

Shareholders’ equity:
Preferred stock, 5,000 shares authorized, none issued or outstanding		—		—
Common stock, no par value, 125,000 shares authorized and 23,363 and 23,304 shares issued and outstanding as of September 27, 2022 and December 28, 2021, respectively		—		—
Capital surplus		72,861		72,513
Retained earnings		266,153		261,258
Total shareholders’ equity		339,014		333,771
Total liabilities and shareholders’ equity	$	1,017,546	$	1,035,166

	For the Thirteen Weeks Ended						For the Thirty-Nine Weeks Ended
	September 27, 2022			September 28, 2021			September 27, 2022			September 28, 2021
Revenues	$	311,348		$	282,180		$	939,774		$	795,770
Restaurant operating costs (excluding depreciation and amortization):
Cost of sales		85,010			76,647			257,404			208,382
Labor and benefits		117,476			105,023			356,873			290,921
Occupancy and operating		76,931			68,876			225,192			196,271
General and administrative		18,885			17,293			54,043			49,586
Depreciation and amortization		17,356			18,224			52,897			54,660
Restaurant opening		482			375			2,110			1,224
Loss on disposal and impairment of assets		379			2,700			974			3,225
Total costs and expenses		316,519			289,138			949,493			804,269
Loss from operations		(5,171	)		(6,958	)		(9,719	)		(8,499	)

Other (expense) income:
Interest expense, net		(645	)		(1,047	)		(1,715	)		(4,043	)
Other income (expense), net		57			446			(518	)		748
Total other expense		(588	)		(601	)		(2,233	)		(3,295	)
Loss before income taxes		(5,759	)		(7,559	)		(11,952	)		(11,794	)

Income tax benefit		(4,117	)		(5,383	)		(12,067	)		(12,846	)
Net (loss) income	$	(1,642	)	$	(2,176	)	$	115		$	1,052

Net (loss) income per share:
Basic	$	(0.07	)	$	(0.09	)	$	0.00		$	0.05
Diluted	$	(0.07	)	$	(0.09	)	$	0.00		$	0.04

Weighted average number of shares outstanding:
Basic		23,427			23,290			23,413			23,154
Diluted		23,427			23,290			23,628			24,054

	For the Thirteen Weeks Ended
	Common Stock						Capital			Retained
	Shares			Amount			Surplus			Earnings			Total
Balance, June 29, 2021		23,267		$	—		$	68,713		$	266,421		$	335,134
Issuance of restricted stock units		29			1,233			(1,233	)		—			—
Reclassification of common stock		—			(1,233	)		—			1,233			—
Stock-based compensation		—			—			2,500			—			2,500
Adjustment to dividends previously accrued		—			—			—			4			4
Net loss		—			—			—			(2,176	)		(2,176	)
Balance, September 28, 2021		23,296		$	—		$	69,980		$	265,482		$	335,462

Balance, June 28, 2022		23,439		$	—		$	70,728		$	269,616		$	340,344
Issuance of restricted stock units		15			563			(567	)		—			(4	)
Repurchase, retirement and reclassification of common stock		(91	)		(563	)		—			(1,822	)		(2,385	)
Stock-based compensation		—			—			2,700			—			2,700
Adjustment to dividends previously accrued		—			—			—			1			1
Net loss		—			—			—			(1,642	)		(1,642	)
Balance, September 27, 2022		23,363		$	—		$	72,861		$	266,153		$	339,014

	For the Thirty-Nine Weeks Ended
	Common Stock						Capital			Retained
	Shares			Amount			Surplus			Earnings			Total
Balance, December 29, 2020		22,318		$	—		$	71,722		$	222,066		$	293,788
Exercise of stock options		122			6,394			(1,883	)		—			4,511
Issuance of common stock		704			28,907			—			—			28,907
Issuance of restricted stock units		152			7,049			(7,514	)		—			(465	)
Reclassification of common stock		—			(42,350	)		—			42,350			—
Stock-based compensation		—			—			7,655			—			7,655
Adjustment to dividends previously accrued		—			—			—			14			14
Net Income		—			—			—			1,052			1,052
Balance, September 28, 2021		23,296		$	—		$	69,980		$	265,482		$	335,462

Balance, December 28, 2021		23,304		$	—		$	72,513		$	261,258		$	333,771
Issuance of restricted stock units		150			7,156			(7,520	)		—			(364	)
Repurchase, retirement and reclassification of common stock		(91	)		(7,156	)		—			4,771			(2,385	)
Stock-based compensation		—			—			7,868			—			7,868
Adjustment to dividends previously accrued		—			—			—			9			9
Net income		—			—			—			115			115
Balance, September 27, 2022		23,363		$	—		$	72,861		$	266,153		$	339,014

	For the Thirty-Nine Weeks Ended
	September 27, 2022			September 28, 2021
Cash flows from operating activities:
Net income	$	115		$	1,052
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		52,897			54,660
Non-cash lease expense		25,030			23,383
Amortization of financing costs		163			429
Deferred income taxes		(12,903	)		(13,139	)
Stock-based compensation expense		7,608			7,432
Loss on disposal and impairment of assets		974			3,225
Changes in assets and liabilities:
Accounts and other receivables		10,931			1,297
Inventories, net		262			(172	)
Prepaid expenses and other current assets		128			2,750
Other assets, net		479			(1,359	)
Accounts payable		(132	)		5,976
Accrued expenses		(17,246	)		(7,595	)
Operating lease obligations		(30,163	)		(32,342	)
Other liabilities		(4,353	)		645
Net cash provided by operating activities		33,790			46,242

Cash flows from investing activities:
Purchases of property and equipment		(50,959	)		(25,166	)
Proceeds from sale of assets		650			21
Net cash used in investing activities		(50,309	)		(25,145	)

Cash flows from financing activities:
Borrowings on line of credit		470,000			913,000
Payments on line of credit		(470,000	)		(958,000	)
Payments of debt issuance costs		(3	)		(315	)
Proceeds from issuance of common stock, net		—			28,907
Taxes paid on vested stock units under employee plans		(364	)		(938	)
Proceeds from exercise of stock options		—			4,511
Cash dividends accrued under stock compensation plans		(77	)		(111	)
Repurchase of common stock		(2,385	)		—
Net cash used in financing activities		(2,829	)		(12,946	)

Net (decrease) increase in cash and cash equivalents		(19,348	)		8,151
Cash and cash equivalents, beginning of period		38,527			51,664
Cash and cash equivalents, end of period	$	19,179		$	59,815

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 ~~accordance~~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 thirty-nine weeks ended September 27, 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 ~~January 3, 2017.~~December 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.

~~Reclassifications~~COVID-19 Pandemic and Other Impacts to our Operating Environment

~~As a result~~Our operating results were impacted by the COVID-19 pandemic and operating challenges that followed, including lower availability of workers and supply chain disruptions, which increased costs to operate restaurants. The ongoing effects of the ~~adoption of~~COVID-19 pandemic and the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), reclassifications of financial statement amounts have been madeimpacts to the ~~prior period~~operating environment could lead to ~~conform~~further inflation, staffing challenges, disruptions in the supply chain and even a return of safety restrictions, including limits to in-restaurant dining. For more information regarding the risks to our business relating to the ~~current period’s presentation. The adoption of this standard resulted~~COVID-19 pandemic, see “Risk Factors” in ~~the reclassification of $18.4 million from current to long-term deferred taxes on January 3, 2017.~~

In February 2016, the FASB issued Accounting Standards Update ASU 2016-02, Leases (Topic 842). This guidance requires the recognition of most leases on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations as well as the assets it owns versus leases. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Currently, allItem 1A of our ~~restaurant and our restaurant support center leases are accounted~~Annual Report on Form 10-K for ~~as operating leases, and therefore are not recorded within our balance sheet. We are currently evaluating~~ the ~~impact that this guidance will have on our consolidated financial statements as well as the expected adoption method.~~fiscal year ended December 28, 2021.

In April 2016, the FASB issued ASU 2016-10, an amendment to ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services and expands related disclosure requirements. ASU 2016-10 clarifies ASU 2014-09 to address the potential for diversity in practice at the adoption. ASUs 2016-10 and 2014-09 are effective for annual and interim reporting periods beginning after December 15, 2017, and early application is permitted.

Our revenues are ~~from~~comprised of food and beverage sales atfrom our restaurants. ~~ASU 2014-09 will~~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 ~~impact~~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 are recognized as gift card “breakage.” Estimated gift card breakage is recorded as revenue ~~recognition related~~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 approximately 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 ~~beverage sales unless~~beverages in the sales are to a customer participating in our loyalty program. Currently, we measure our total loyalty rewards obligation based on the estimated number of customers who will ultimately claim the rewards earned under the program using the estimated cost of the rewards. Under this approach, we estimate the cost of a loyalty point based on the equivalent cost of the food and beverage earned by our customers. These expenses are accrued for and recorded as marketing expenses and are included in “Occupancy and operating” expenses on our Consolidated Statements of Income. Under ASU 2016-10, we will be required tofuture. We allocate the transaction price between the goods delivered and the future goods that will be delivered ~~using the loyalty points earned,~~ on a relative standalone selling price ~~basis. The portion of~~basis, and defer the ~~transaction price~~revenues allocated to the ~~future~~points, less expected expirations, until such points are redeemed.

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

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

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 ~~deferred until~~evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the ~~related loyalty rewards are redeemed. We will no longer record a marketing expense related to loyalty points earned. These new standards will not impact~~commencement date, and the ~~way we account for gift card breakage. We are~~lease term used in the ~~process~~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 ~~quantifying~~ the ~~impact~~renewal option is reasonably certain and failure to exercise such option would result in an economic penalty. All of ~~adopting this new standard~~our restaurant leases and office space are classified as ~~well as determining~~operating leases. We do not have any finance leases.

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

On November 3, 2021, we entered into a Fourth Amended and Restated Credit Agreement (“Credit Facility”) with Bank of America, N.A. (“BofA”), JPMorgan Chase Bank, N.A., and certain other parties to amend and restate our revolving line of credit (the “Line of Credit”) to improve the pricing, extend the maturity date, change the interest reference rate, eliminate certain financial covenants and conditions, and reset other financial covenants starting with the fourth quarter of 2021.

Our Credit Facility ~~which~~ matures on November ~~18, 2021,~~3, 2026, and provides us with revolving loan commitments totaling ~~$250~~$215 million, which may be increased up to $315 million, of which $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. ~~Our obligations under the Credit Facility are unsecured. As of October 3, 2017,~~On September 27, 2022, there were borrowings of ~~$194.0~~$50.0 million and letters of credit ~~totaling approximately $14.4~~of $17.1 million outstanding, leaving $147.9 million available to borrow.

Borrowings under the Line of Credit ~~Facility. Available borrowings under the Credit Facility were $41.6 million as of October 3, 2017. The Credit Facility bears~~bear interest at ~~our choice of LIBOR~~an annual rate equal to either (a) the Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus a percentage not to exceed ~~1.75%~~2.00% (with a floor on BSBY of 0.00%), or at(b) a percentage not to exceed 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, (iii) the BSBY rate ~~ranging from Bank of America’s prime rate to 0.75% above Bank of America’s prime rate, based~~plus 1.00%, and (iv) 1.00%, in either case depending on ~~our~~the level of lease and debt obligations of the Company as compared to EBITDA plus lease expenses. The weighted average interest rate during the thirty-nine weeks ended ~~October 3, 2017~~September 27, 2022 was approximately ~~2.2%~~2.7%.

The Credit Facility is secured by the Company’s assets and contains provisions requiring us to maintain compliance with certain covenants, including a Fixed Charge Coverage Ratio and a Lease Adjusted Leverage Ratio. At ~~October 3, 2017,~~September 27, 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, which are payable monthly. Interest expense and commitment fees under the Credit Facility were approximately $1.7 million and $4.0 million, for the thirty-nine weeks ended ~~October 3, 2017~~September 27, 2022 and September ~~27, 2016 was approximately $3.2 million and $1.1 million,~~28, 2021, respectively. We also capitalized approximately ~~$0.1 million~~$174,000 and ~~$0.2 million~~$70,000 of interest expense related to new restaurant construction during each of the thirty-nine weeks ended ~~October 3, 2017,~~September 27, 2022 and September ~~27, 2016,~~28, 2021, respectively.

Basic and diluted net (loss) income per share is ~~computed~~calculated by dividing net (loss) income by the weighted average number of common shares outstanding during the period. ~~Diluted~~Potentially dilutive shares are excluded from the computation of diluted net (loss) per share since they have an anti-dilutive effect, yet potentially dilutive shares are included in the computation of diluted net income per ~~share~~share. The number of diluted shares reflects the potential dilution that could occur if holders of in-the-money ~~stock~~ options ~~issued by us~~and warrants were to ~~sell~~exercise their right to convert these instruments into common stock ~~at set prices were exercised~~ and ifthe restrictions on restricted stock units ~~issued by us~~(“RSUs”) were to ~~lapse (collectively, equity awards) using~~lapse. Additionally, performance-based RSUs are considered contingent shares; therefore, at each reporting date we determine the ~~treasury stock method. Performance-based restricted stock units have been excluded from the~~probable number of shares that will vest and 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 per share ~~computation because the performance-based criteria have not yet been met.~~ calculation.

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

	For the Thirteen				For the Thirty-Nine
	Weeks Ended				Weeks Ended				For the Thirteen Weeks Ended						For the Thirty-Nine Weeks Ended
	October 3, 2017		September 27, 2016		October 3, 2017		September 27, 2016		September 27, 2022			September 28, 2021			September 27, 2022		September 28, 2021
Numerator:
Net income	$	2,389	$	7,237	$	21,294	$	32,670
Net (loss) income									$	(1,642	)	$	(2,176	)	$	115	$	1,052
Denominator:
Weighted-average shares outstanding – basic		21,354		24,091		21,620		24,172		23,427			23,290			23,413		23,154
Dilutive effect of equity awards		316		395		412		417		—			—			215		900
Weighted-average shares outstanding – diluted		21,670		24,486		22,032		24,589		23,427			23,290			23,628		24,054

Net (loss) income per share:
Basic									$	(0.07	)	$	(0.09	)	$	0.00	$	0.05
Diluted									$	(0.07	)	$	(0.09	)	$	0.00	$	0.04

For the thirteen weeks ended ~~October 3, 2017~~September 27, 2022 and September ~~27, 2016,~~28, 2021, there were approximately ~~1.1~~2.1 million and ~~0.4~~0.5 million shares of ~~common stock equivalents,~~equity awards and warrants, respectively, that were excluded from the calculation of diluted net income per share because they are anti-dilutive. For the thirty-nine weeks ended ~~October 3, 2017~~September 27, 2022 and September ~~27, 2016,~~28, 2021, there were approximately ~~0.5~~2.0 million and ~~0.3~~0.2 million shares of ~~common stock equivalents,~~equity awards and warrants, respectively, that were excluded from the calculation of diluted net income per share because they are anti-dilutive.

The Jacmar Companies and their affiliates (collectively referred to herein as “Jacmar”) is one of our shareholders and James Dal Pozzo, the Chief Executive Officer of 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, is currently our largest supplier of food, beverage, paper products and supplies. In 2006, we began using DMA to deliver the majority of our food products to our restaurants. In July 2017, after conducting a market evaluation, we entered into a new five-year agreement with DMA. The new agreement expires in June 2022.

Jacmar services our restaurants in California and Nevada, while other DMA distributors service our restaurants in all other states. Under the terms of our agreement with DMA, Jacmar is required to sell products to us at the same prices as the other DMA distributors. Jacmar does not provide us with any produce, liquor, wine or beer products, all of which are provided by other third party vendors and are included in “Cost of sales” on the Consolidated Statements of Income.

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

For the Thirteen

For the Thirty-Nine

Weeks Ended

Weeks Ended

October 3, 2017

September 27, 2016

October 3, 2017

September 27, 2016

Cost of sales:

Third party suppliers

$
45,066

68.7
%

$
40,642

67.9
%

$
138,089

68.9
%

$
122,681

67.0
%
Jacmar

20,487

31.3

19,240

32.1

62,376

31.1

60,410

33.0

Total cost of sales

$
65,553

100.0
%

$
59,882

100.0
%

$
200,465

100.0
%

$
183,091

100.0
%

Occupancy and operating:

Third party suppliers

$
52,913

95.8
%

$
48,305

95.7
%

$
157,186

95.8
%

$
143,148

95.6
%
Jacmar

2,325

4.2

2,169

4.3

6,868

4.2

6,543

4.4

Total occupancy and operating

$
55,238

100.0
%

$
50,474

100.0
%

$
164,054

100.0
%

$
149,691

100.0
%

~~The amounts included in trade payables related to Jacmar consisted of the following (in thousands):~~

Our current shareholder approved stock-based compensation plan is the ~~2005~~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 historically granted incentive stock options, non-qualified stock options, restricted stock and performance and time-based restricted stock units. Stock options ~~and stock appreciation rights, if any,~~ are charged against the Plan share reserve on the basis of one share for each share granted. ~~Other types~~All options granted under the Plan expire within 10 years of ~~grants, including~~their date of grant. Grants of restricted stock, RSUs, performance shares and performance units, ~~(“RSUs”),~~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 ~~non-qualified stock options as well as~~ time-based and performance-based RSUs and non-qualified stock options to vice presidents and ~~above.~~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 ~~and/or non-qualified stock options~~ 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 ~~mangers,~~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 ~~service~~vesting period.

The Plan permits usour Board of Directors to set the vesting terms and exercise period for awards at ~~our 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 three or 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 ~~150%~~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 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):

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:

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~~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~~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 ~~market close~~ fair value of our ~~shares~~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 January 3, 2017		1,227		$	31.95		802	$	27.73
Outstanding at December 28, 2021											775		$	41.77		519	$	41.02
Granted		168			36.25						100			32.19
Exercised		(38	)		27.08						—			—
Forfeited		(23	)		39.67						(35	)		40.84
Outstanding at October 3, 2017		1,334		$	32.50		880	$	29.42
Outstanding at September 27, 2022											840		$	40.68		624	$	41.58

As of ~~October 3, 2017,~~ September 27, 2022, total unrecognized stock-based compensation expense related to non-vested stock options was approximately ~~$3.6~~$2.3 million, which is generally expected to be recognized over the next ~~five~~three years.

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 ~~October 3, 2017,~~September 27, 2022, total unrecognized stock-based compensation expense related to non-vested RSUs was approximately ~~$9.4~~$11.7 million, which is generally expected to be recognized over the next five years.

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 ~~October 3, 2017,~~September 27, 2022, based on the target level of performance, the total unrecognized stock-based compensation expense related to non-vested

performance-based RSUs was approximately ~~$1.2~~$2.6 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.” ~~At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary year to date earnings.~~ The related tax expense or benefit is recognized in the interim period in which it occurs. ~~The~~In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the interim period in which the change ~~is effective.~~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.

Our effective income tax benefit rate for the thirty-nine weeks ended September 27, 2022 was 101.0% compared to a benefit rate of 108.9% for the comparable thirty-nine week period of 2021. The effective tax rate benefit for the thirty-nine weeks ended September 27, 2022 and September 28, 2021, was different from the statutory tax rate primarily as a result of significant FICA tax tip credits.

As of ~~October 3, 2017,~~September 27, 2022, we had unrecognized tax benefits of approximately $1.3 million, of which approximately ~~$0.9~~$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):

Our uncertain tax positions are related to tax years that remain subject to examination by tax agencies. As of ~~October 3, 2017,~~September 27, 2022, the earliest tax year still subject to examination by the Internal Revenue Service is ~~2014.~~2015. The earliest year still subject to examination by a significant state or local taxing jurisdiction is ~~2012.~~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, ~~our employee~~team member workers’ compensation and ~~our~~ employment practice liability insurance requirements. We maintain coverage with a ~~third party~~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 ~~types~~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 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.

During the thirty-nine weeks ended ~~October 3, 2017,~~September 27, 2022, we repurchased and retired approximately ~~1.7 million~~91,000 shares of our common stock at an average price of ~~$34.02~~$26.12 per share for a total of ~~$57.3~~$2.4 million, which is recorded as a reduction in common stock, with any excess charged to retained earnings. ~~In March 2017,~~These repurchases are the ~~Company’s Board~~first since the program was suspended in the first quarter of ~~Directors approved an expansion~~2020. As of September 27, 2022, we have approximately $22.1 million remaining under the ~~authorized~~current $500 million share repurchase ~~program~~plan approved by ~~$50 million to $400 million in the aggregate. As of October 3, 2017, approximately $52.2 million remains available for additional repurchases under our share repurchase program.~~

~~On October 24, 2017,~~ our Board of ~~Directors authorized and declared a quarterly cash dividend of $0.11 per share of common stock payable on December 4, 2017,~~Directors. Repurchases may be made at any time.

Due to ~~shareholders of record at~~ the ~~close of business on November 13, 2017. While the Company intends to pay regular~~COVID-19 pandemic, we suspended quarterly cash dividends ~~in future periods, any decisions to pay or to increase or decrease cash dividends will be reviewed quarterly and declared by~~until such time as the Board of Directors atdetermines that resumption of dividend payments is in the best interest of the Company and its ~~discretion.~~shareholders. The only cash dividends paid during the thirty-nine weeks ended September 27, 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.

~~The following discussion~~ These forward-looking statements are based on information available to us as of the date any such statements are made, and ~~analysis should be read in conjunction with our consolidated financial~~we assume no obligation to update these forward-looking statements. These statements ~~and notes thereto included elsewhere in this Form 10-Q, our Annual Report on Form 10-K for the fiscal year ended January 3, 2017, and our other reports filed from time~~are subject to time with the Securities and Exchange Commission. Except for the historical information contained herein, the discussion in this Form 10-Q contains certain “forward-looking” statements that involve known and unknown risks and uncertainties ~~such as statements of our plans, objectives, expectations and intentions. The risks~~that could cause actual results to differ materially from those described in ~~this Form 10-Q, as well as~~ the statements. These risks ~~identified~~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 January 3, 2017, are not the only risks we face. These statements reflect our current perspectives and outlook with respect to the Company’s future expansion plans, key business initiatives, expected operating conditions and other factors. We operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. Additional risks and uncertainties that we are currently unaware of, or that we currently deem immaterial, also may become important factors that affect us. It is not possible for us to predict the impact of all of these factors on our business, financial condition or results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any “forward-looking” statements. Given the volatility of the operating environment and its associated risks and uncertainties, investors should not rely on “forward-looking” statementsDecember 28, 2021, as ~~any prediction or guarantee of actual results.~~

~~“Forward-looking” statements include, among others, statements concerning:~~

These “forward-looking” statements are subject to risks and uncertainties, including financial, regulatory, consumer behavior, demographic, industry growth and trend projections, that may cause actual events or results to differ materially from those expressed or implied by the statements. Significant factors that may prevent us from achieving our stated goals include, but are not limited to:

~~For a more detailed description of these risk factors and other considerations, see Part II, Item 1A – “Risk Factors” of our Annual Report on~~ Form ~~10-K~~10-Q for the ~~fiscal year~~thirty-nine weeks ended ~~January 3, 2017.~~September 27, 2022 and in other reports filed subsequently with the SEC.

As of ~~November 6, 2017,~~October 31, 2022, we ~~owned~~own and ~~operated 195~~operate 214 restaurants located in the 25 states of Alabama, Arizona, Arkansas, California, Colorado, Florida, Indiana, Kansas, Kentucky, Louisiana, Maryland, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Virginia and Washington. Each of our restaurants is operated either as a BJ’s Restaurant & Brewhouse®, a BJ’s Restaurant & Brewery®, a BJ’s Pizza & Grill®, or a BJ’s Grill® restaurant. Currently, the BJ’s Restaurant & Brewhouse® format represents our primary future expansion vehicle.29 states. Our proprietary craft beer is produced at several of our ~~BJ’s Restaurant & Brewery®~~ locations, our Temple, Texas brewpub locations and by independent ~~third party~~third-party brewers using our proprietary recipes. Our BJ’s Pizza & Grill® restaurants are smaller format, full-service restaurants relative to our BJ’s Restaurant & Brewhouse® and BJ’s Restaurant & Brewery® locations and reflect the original format of the BJ’s restaurant concept that was first introduced in 1978. Our BJ’s Grill® restaurant is a slightly smaller footprint restaurant, compared to our BJ’s Restaurant & Brewhouse® format, featuring all the amenities of our Brewhouse locations.

The first BJ’s restaurant, which opened in 1978 in Orange County, California, ~~featuring~~was a small sit-down pizzeria that featured Chicago style deep-dish pizza with a unique California twist. ~~Over the years~~Our goal today is to be a leading, varied menu casual dining restaurant brand that focuses on delivering high quality menu options at a compelling value, a dining experience that exceeds 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 with our own internal brewing operations in Brea, California. Today our restaurants feature a broad menu ~~including~~with over 100 menu items designed to offer something for everyone including: slow roasted entrees such as prime rib, EnLIGHTened Entrees® such as our ~~BJ’s award‑winning,~~Cherry Chipotle Glazed Salmon, our original signature deep-dish pizza, the world-famous Pizookie® dessert, and our award-winning BJ’s proprietary craft and other beers, as well as a large selection of appetizers, entrées, pastas, burgers and sandwiches, specialty salads and desserts, including our made to order, warm pizza cookie dessert, the Pizookie®.beers.

Our revenues are comprised of food and beverage sales atfrom our 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. Revenues~~collected from ~~our~~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. ~~Gift~~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.” Estimated gift card breakage is recorded as revenue and recognized asin proportion to our historical redemption pattern, unless there is a ~~component of “Other income, net” on our Consolidated Statements of Income. Gift~~legal obligation to remit the unredeemed gift cards to government authorities. The estimated gift card breakage is ~~recorded~~based on when the likelihood of redemption becomes remote, which ishas typically ~~after~~been 24 months ~~from~~after the original gift card issuance date.

Our 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 ~~individual 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.

General and administrative costs include all corporate ~~field supervision and~~ 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.

While we currently expect to pursue the renewal of substantially all of our expiring restaurant leases, there is no guarantee that we can mutually agree to a new lease that is satisfactory to our landlord and us or that, if renewed, rents will not increase substantially.

The following table provides, for the periods indicated, our unaudited Consolidated Statements of ~~Income~~Operations expressed as percentages of total revenues. The results of operations for the thirteen and thirty-nine weeks ended ~~October 3, 2017~~ September 27, ~~2016,~~2022 and September 28, 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						For the Thirty-Nine
	Weeks Ended						Weeks Ended						For the Thirteen Weeks Ended						For the Thirty-Nine Weeks Ended
	October 3, 2017			September 27, 2016			October 3, 2017			September 27, 2016			September 27, 2022			September 28, 2021			September 27, 2022			September 28, 2021
Revenues		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Restaurant operating costs (excluding depreciation and amortization):
Cost of sales		26.5			25.6			26.0			25.2			27.3			27.2			27.4			26.2
Labor and benefits		36.9			35.1			36.0			34.8			37.7			37.2			38.0			36.6
Occupancy and operating		22.4			21.6			21.3			20.6			24.7			24.4			24.0			24.7
General and administrative		5.3			5.5			5.4			5.6			6.1			6.1			5.8			6.2
Depreciation and amortization		7.1			7.0			6.6			6.6			5.6			6.5			5.6			6.9
Restaurant opening		0.2			0.9			0.4			0.7			0.2			0.1			0.2			0.2
Loss on disposal of assets and impairments		0.4			0.3			0.5			0.3
Natural disaster and related		0.4			—			0.1			—
Severance and legal settlements		0.2			—			0.1			0.1
Loss on disposal and impairment of assets														0.1			1.0			0.1			0.4
Total costs and expenses		99.4			96.1			96.5			93.8			101.7			102.5			101.0			101.1
Income from operations		0.6			3.9			3.5			6.2
Loss from operations														(1.7	)		(2.5	)		(1.0	)		(1.1	)

Other (expense) income:
Interest expense, net		(0.5	)		(0.1	)		(0.4	)		(0.2	)		(0.2	)		(0.4	)		(0.2	)		(0.5	)
Other income, net		0.2			0.2			0.2			0.1
Total other (expense) income		(0.3	)		—			(0.2	)		—
Income before income taxes		0.3			3.9			3.3			6.2
Other income (expense), net														—			0.2			(0.1	)		0.1
Total other expense														(0.2	)		(0.2	)		(0.2	)		(0.4	)
Loss before income taxes														(1.8	)		(2.7	)		(1.3	)		(1.5	)

Income tax (benefit) expense		(0.6	)		0.8			0.5			1.7
Net income		1.0	%		3.1	%		2.8	%		4.5	%
Income tax benefit														(1.3	)		(1.9	)		(1.3	)		(1.6	)
Net (loss) income														(0.5	)%		(0.8	)%		0.0	%		0.1	%

Thirteen Weeks Ended ~~October 3, 2017~~September 27, 2022 Compared to Thirteen Weeks Ended September ~~27, 2016.~~28, 2021

Revenues. Total revenues increased by ~~$13.3~~$29.2 million, or ~~5.7%~~10.3%, to ~~$247.0~~$311.3 million during the thirteen weeks ended ~~October 3, 2017,~~September 27, 2022, from ~~$233.7~~$282.2 million during the comparable thirteen week period of ~~2016.~~2021. The increase in revenues primarily consisted of an ~~approximate $17.2~~8.9%, or $24.7 million, increase in comparable restaurant sales and a $4.8 million increase in sales from new restaurants not yet in our comparable restaurant sales ~~base, partially~~base. Revenue increases were primarily offset by ~~an approximate 1.7%, or $3.8 million, decrease in comparable restaurant sales and~~ a ~~$0.1~~$0.9 million decrease related to the ~~shift in weeks as a result~~closure of ~~our 53~~^rd ~~week in fiscal 2016.~~one restaurant. The ~~decrease~~increase in comparable restaurant sales ~~resulted from a reduction~~was the result of an increase in ~~customer~~guest traffic of approximately ~~3.0%~~4.2% and an increase in average check of approximately 4.7%, due to menu price increases, partially offset by ~~an increase~~changes in ~~the average check of 1.3%.~~mix.

Cost of Sales. Cost of sales increased by ~~$5.7~~$8.4 million, or ~~9.5%~~10.9%, to ~~$65.6~~$85.0 million during the thirteen weeks ended ~~October 3, 2017,~~September 27, 2022, from ~~$59.9~~$76.6 million during the comparable thirteen week period of ~~2016.~~2021. This increase was primarily due to the ~~opening of 13~~increase in revenue, commodity cost increases and costs related to our three new restaurants opened since the thirteen weeks ended September ~~27, 2016.~~28, 2021, offset by the closure of one restaurant at the beginning of the current fiscal year. As a percentage of revenues, cost of sales increased to ~~26.5%~~27.3% for the current thirteen week period from ~~25.6%~~27.2% for the prior year comparable period. ~~The~~This slight increase ~~in cost of sales, as a percentage of revenues,~~ was primarily due to ~~an increase in commodity~~inflationary pressure on food costs, offset by menu ~~mix shifts related to our new slow roasted items and Daily Brewhouse Specials, as well as increased promotional activities.~~price increases.

Labor and Benefits. Labor and benefit costs for our restaurants increased by ~~$9.2~~$12.5 million, or ~~11.2%~~11.9%, to ~~$91.2~~$117.5 million during the thirteen weeks ended ~~October 3, 2017,~~September 27, 2022, from ~~$82.0~~$105.0 million during the comparable thirteen week period of ~~2016.~~2021. This increase was primarily due to additional labor required to support increased revenue, coupled with higher wages, training and overtime costs,

expenses related to the ~~opening of 13~~three new restaurants opened since the thirteen weeks ended September ~~27, 2016.~~28, 2021, and our $3.1 million Employee Retention Tax Credit in conjunction with the CARES Act recognized during the thirteen weeks ended September 28, 2021. Increases in labor and benefit costs were offset in part by the closure of one restaurant at the beginning of the current fiscal year. As a percentage of revenues, labor and benefit costs increased to ~~36.9%~~37.7% for the current thirteen week period from ~~35.1%~~37.2% for the prior year comparable period. ~~The percentage~~This increase was ~~driven by higher hourly labor rates, increased training labor hours related~~primarily due to our ~~major sales building initiatives,~~Employee Retention Tax Credit in conjunction with the CARES Act recognized during the thirteen weeks ended September 28, 2021, higher wages, training and ~~negative comparable restaurant sales.~~overtime hours, offset by our ability to leverage our fixed costs over a higher revenue base, menu price increases and more efficient labor scheduling tools derived from our margin improvement initiative. Excluding the Employee Retention Tax Credit recognized during the thirteen weeks ended September 28, 2021, the change in labor and benefits would have been favorable as a percentage of revenues. Included in labor and benefits for the thirteen weeks ended ~~October 3, 2017~~September 27, 2022 and September ~~27, 2016,~~28, 2021, was approximately ~~$0.4~~$0.7 million and $0.6 million, respectively, or 0.2% of revenues, 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 increased by ~~$4.8~~$8.1 million, or ~~9.4%~~11.7%, to ~~$55.2~~$76.9 million during the thirteen weeks ended ~~October 3, 2017,~~September 27, 2022, from ~~$50.5~~$68.9 million during the comparable thirteen week period of ~~2016.~~2021. This increase was primarily due to higher merchant credit card fees as a result of increased revenues and increased supply costs, janitorial and contract services, marketing expenses and costs related to the ~~opening of 13~~three new restaurants opened since the thirteen weeks ended September ~~27, 2016.~~28, 2021. As a percentage of revenues, occupancy and operating expenses increased to ~~22.4%~~24.7% for the current thirteen week period from ~~21.6%~~24.4% for the prior year comparable period. This ~~percentage~~ increase was ~~due~~primarily related to marketing in certain markets to drive incremental sales, partially offset by our ability to leverage certain fixed operating and occupancy costs over a higher revenue base. Excluding the ~~deleveraging of the fixed component of these expenses~~additional marketing investment, occupancy and operating would have been favorable as a ~~result~~percentage of ~~negative comparable restaurant sales.~~revenues.

General and Administrative. General and administrative expenses increased by ~~$0.1~~$1.6 million, or ~~0.9%~~9.2%, to ~~$13.0~~$18.9 million during the thirteen weeks ended ~~October 3, 2017,~~September 27, 2022, from ~~$12.9~~$17.3 million during the comparable thirteen week period of ~~2016. Also included~~2021. This change was primarily due to increased personnel related costs.Included in general and administrative costs for the thirteen weeks ended ~~October 3, 2017~~September 27, 2022 and September ~~27, 2016,~~28, 2021, was approximately ~~$1.3~~$2.0 million and ~~$1.1~~$1.8 million,or ~~0.5%~~0.6% of revenues, respectively, of stock-based compensation expense. As a percentage of revenues, general and administrative expenses ~~decreased to 5.3%~~remained at 6.1% for the current thirteen week period ~~from 5.5% for~~and the prior year comparable period. ~~This percentage decrease was primarily due to lower incentive compensation and the leveraging of our costs over a higher revenue base.~~

Depreciation and Amortization. Depreciation and amortization ~~increased~~decreased by ~~$1.1~~$0.9 million, or ~~7.0%~~4.8%, to $17.4 million during the thirteen weeks ended ~~October 3, 2017,~~September 27, 2022, compared to ~~$16.3~~$18.2 million during the comparable thirteen week period of ~~2016.~~2021. This ~~increase~~decrease was primarily ~~due~~related to impairment and disposal charges taken in fiscal 2021, including the impairment and reduction of carrying value related to the closure of one restaurant at the beginning of the current fiscal year. The decrease in depreciation and amortization was partially offset by depreciation expense related to ~~the 13 new~~our restaurants opened since the thirteen weeks ended September ~~27, 2016.~~28, 2021. As a percentage of revenues, depreciation and amortization ~~increased slightly~~decreased to ~~7.1%~~5.6% for the current thirteen week period from ~~7.0%~~6.5% for the prior year comparable period. This decrease was primarily due to a higher revenue base.

Restaurant Opening. Restaurant opening expense ~~decreased~~increased by ~~$1.7~~$0.1 million, or ~~75.9%~~28.5%, to $0.5 million during the thirteen weeks ended ~~October 3, 2017,~~September 27, 2022, compared to ~~$2.2~~$0.4 million during the comparable thirteen week period of ~~2016.~~2021. This ~~decrease~~increase was primarily due to the ~~opening~~timing of ~~one new restaurant during the thirteen weeks ended October 3, 2017, compared to five new restaurants during the comparable thirteen week period of 2016.~~openings.

Loss on Disposal and Impairment of Assets. Loss on disposal and impairment of assets ~~increased by $0.3 million, or 32.1%, to $1.1~~was $0.4 million during the thirteen weeks ended ~~October 3, 2017, compared to $0.8~~September 27, 2022, and $2.7 million during the comparable thirteen week period of ~~2016.These~~2021.For the thirteen weeks ended September 27, 2022, these costs primarily relate to disposals of assets in conjunction with initiatives to keep our restaurants up to date. For the thirteen weeks ended September 28, 2021, these costs were primarily related to the ~~disposal~~the impairment and reduction in the carrying value of ~~certain unproductive restaurant assets.~~the long-lived and operating lease assets related to one of our restaurants.

~~Natural Disaster and Related.~~ ~~Natural disaster and related~~Interest Expense, Net. Interest expense, ~~of $0.9~~net, decreased by $0.4 million to $0.6 million during the thirteen weeks ended ~~October 3, 2017, related to property damages, food spoilage, labor and other expenses from Hurricanes Harvey and Irma, in excess of our related insurance coverage.~~

~~Severance and Legal Settlements.~~ Severance and legal settlements of $0.4 million during the thirteen weeks ended October 3, 2017, related to the reduction of certain corporate overhead positions primarily related to supporting new restaurant openings.

~~Interest Expense, Net. Interest expense, net increased by $0.8 million to $1.2 million during the thirteen weeks ended October 3, 2017,~~September 27, 2022, compared to ~~$0.3~~$1.0 million during the comparable thirteen week period of ~~2016.~~2021. This ~~increase~~decrease was primarily due to ~~increased borrowings under our Credit Facility.~~a lower average debt balance during the thirteen weeks ended September 27, 2022, compared to the comparable thirteen week period of 2021.

Other Income (Expense), Net. Other income (expense), net, decreased by $0.4 million to $57,000 of income during the thirteen weeks ended September 27, 2022, compared to $0.4 million of income during the comparable thirteen week period of 2021. This decrease was primarily related to an insurance reimbursement for business interruptions related to the Texas winter storms during the thirteen weeks ended September 28, 2021.

Income Tax Expense (Benefit) ~~Expense~~.Our effective income tax rate for the thirteen weeks ended ~~October 3, 2017, was~~September 27, 2022, reflected a ~~net~~71.5% tax benefit ~~of $1.6 million~~ compared to ~~an income~~a 71.2% tax ~~expense of $1.9 million~~benefit for the comparable thirteen week period of ~~2016~~.2021. The ~~income tax benefit for the thirteen weeks ended October 3, 2017,~~ ~~was a result of a change to our estimated annual~~ effective ~~tax rate principally attributable to a decrease in forecasted income for fiscal 2017. The effective income~~ tax rate for the thirteen weeks ended ~~October 3, 2017, differed from~~September 27, 2022 and September 28, 2021, was different than the statutory ~~income~~ tax rate primarily due to the benefit from FICA tax tip credits.

Thirty-Nine Weeks Ended ~~October 3, 2017~~September 27, 2022 Compared to Thirty-Nine Weeks Ended September ~~27, 2016.~~28, 2021

Revenues. Total revenues increased by ~~$43.2~~$144.0 million, or ~~5.9%~~18.1%, to ~~$770.6~~$939.8 million during the thirty-nine weeks ended ~~October 3, 2017,~~September 27, 2022, from ~~$727.4~~$795.8 million during the comparable thirty-nine week period of ~~2016.~~2021. The increase in revenues primarily consisted of a 16.9%, or $132.2 million, increase in comparable restaurant sales, and an ~~approximate $56.3~~$13.2 million increase in sales from new restaurants not yet in our comparable restaurant sales ~~base,~~base. Revenue increases were partially offset by ~~an approximate 1.5%, or $10.2 million, decrease in comparable restaurant sales,~~ a ~~$2.5~~$2.3 million decrease related to the ~~shift in weeks as a result of our 53~~^rd ~~week in fiscal 2016 and a $0.4 million decrease in restaurant sales due to the~~ closure of ~~our Century City, California restaurant in January 2016.~~one restaurant. The ~~decrease~~increase in comparable restaurant sales ~~resulted from a reduction~~was the result of an increase in ~~customer~~guest traffic of approximately ~~3.9%~~11.9% and an increase in average check of approximately 5.0%, due to menu price increases partially offset by anchanges in mix. The increase in guest traffic was primarily due to the ~~average check~~re-opening of ~~2.4%.~~our dining rooms, which were closed or restricted in operation during portions of the same period in 2021.

Cost of Sales. Cost of sales increased by ~~$17.4~~$49.0 million, or ~~9.5%~~23.5%, to ~~$200.5~~$257.4 million during the thirty-nine weeks ended ~~October 3, 2017,~~September 27, 2022, from ~~$183.1~~$208.4 million during the comparable thirty-nine week period of ~~2016.~~2021. This increase was primarily due to the ~~opening of 13~~increase in revenue, commodity cost increases and costs related to our three new restaurants opened since the thirty-nine weeks ended September ~~27, 2016.~~28, 2021, and one that re-opened in August 2021, partially offset by the closure of one restaurant at the beginning of the current fiscal year. As a percentage of revenues, cost of sales increased to ~~26.0 %~~27.4% for the current thirty-nine week period from ~~25.2 %~~26.2% for the prior year comparable period. ~~The~~This increase ~~in cost of sales, as a percentage of revenues,~~ was primarily due to ~~an increase in commodity~~inflationary pressure on food costs, partially mitigated by menu ~~mix shifts related to our new slow roasted items and Daily Brewhouse Specials, as well as increased promotional activities.~~price increases.

Labor and Benefits. Labor and benefit costs for our restaurants increased by ~~$24.9~~$66.0 million, or ~~9.9%~~22.7%, to ~~$277.7~~$356.9 million during the thirty-nine weeks ended ~~October 3, 2017,~~September 27, 2022, from ~~$252.8~~$290.9 million during the comparable thirty-nine week period of ~~2016.~~2021. This increase was primarily due to increased team members and higher wages, training and overtime costs due to the ~~opening~~re-opening of 13our dining rooms, which were closed or had restricted operations during a portion of the same period in 2021, expenses related to the three new restaurants opened since the thirty-nine weeks ended September ~~27, 2016.~~28, 2021, and our $3.1 million Employee Retention Tax Credit in conjunction with the CARES Act recognized during the thirty-nine weeks ended September 28, 2021. Increases in labor and benefit costs were offset in part by the closure of one restaurant at the beginning of the current fiscal year. As a percentage of revenues, labor and benefit costs increased to ~~36.0%~~38.0% for the current thirty-nine week period from ~~34.8%~~36.6% for the prior year comparable period. ~~The percentage~~This increase was ~~driven by higher hourly labor rates, increased training labor hours related~~primarily due to our ~~major~~Employee Retention Tax Credit in conjunction with the CARES Act recognized during the thirty-nine weeks ended September 28, 2021, higher wages, training and overtime hours due to increased hiring activities, and the deleveraging impact from the COVID-19 Omicron variant wave in January 2022 when sales ~~building initiatives,~~were severely impacted, offset by our ability to leverage our fixed costs over a higher revenue base, menu price increases and ~~negative comparable restaurant sales.~~more efficient labor scheduling tools derived from our margin improvement initiative. Included in labor and benefits for the thirty-nine weeks ended ~~October 3, 2017~~September 27, 2022 and September ~~27, 2016,~~28, 2021, was approximately ~~$1.4~~$2.0 million and ~~$1.3~~$2.2 million, ~~respectively,~~ or 0.2% and 0.3% 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 increased by ~~$14.4~~$28.9 million, or ~~9.6%~~14.7%, to ~~$164.1~~$225.2 million during the thirty-nine weeks ended ~~October 3, 2017,~~September 27, 2022, from ~~$149.7~~$196.3 million during the comparable thirty-nine week period of ~~2016.~~2021. This increase was primarily due to higher merchant credit card fees, supply costs, janitorial services related to the ~~opening~~re-opening of 13our dining rooms, coupled with increased marketing expenses and costs related to the three new restaurants opened since thethirty-nine weeks ended September ~~27, 2016.~~28, 2021, and one restaurant that was re-opened in August 2021. As a percentage of revenues, occupancy and operating expenses ~~increased~~decreased to ~~21.3%~~24.0% for the current thirty-nine week period from ~~20.6%~~24.7 % for the prior year comparable period. This ~~percentage increase~~decrease was primarily due to ~~the deleveraging of the~~our ability to leverage certain fixed ~~component of these expenses as~~operating and occupancy costs over a ~~result of negative comparable restaurant sales.~~higher revenue base.

General and Administrative. General and administrative expenses increased by ~~$0.5~~$4.5 million, or ~~1.2%~~9.0%, to ~~$41.5~~$54.0 million during the thirty-nine weeks ended ~~October 3, 2017,~~September 27, 2022, from ~~$41.1~~$49.6 million during the comparable thirty-nine week period of ~~2016. The slight~~2021. This increase ~~in general and administrative costs~~ was primarily due to ~~higher field supervision~~increases in personnel, travel, recruiting and ~~support costs~~outside services as we returned closer to ~~manage our increasing number of restaurants~~pre-pandemic operations and have invested in growth initiatives, offset by ~~lower corporate incentive compensation. Also included~~a decrease in our deferred compensation plan liability.Included in general and administrative costs for thethirty-nine weeks ended ~~October 3, 2017~~September 27, 2022 and September ~~27, 2016,~~28, 2021, was approximately ~~$3.9~~$5.6 million and ~~$3.3~~$5.3 million,or ~~0.5%~~0.6% and ~~0.4%~~0.7% of revenues, respectively, of stock-based compensation expense. As a percentage of revenues, general and administrative expenses decreased to ~~5.4%~~5.8% for the current thirty-nine week period from ~~5.6%~~6.2% for the prior year comparable period. This ~~percentage~~ decrease was primarily due to ~~the leveraging of~~ our ability to leverage our fixed costs over a higher revenue base.

Depreciation and Amortization. Depreciation and amortization ~~increased~~decreased by ~~$3.3~~$1.8 million, or ~~6.9%~~3.2%, to ~~$51.2~~$52.9 million during the thirty-nine weeks ended ~~October 3, 2017,~~September 27, 2022, compared to ~~$47.9~~$54.7 million during the comparable thirty-nine week period of ~~2016.~~2021. This ~~increase~~decrease was primarily ~~due~~related to impairment and disposal charges taken in fiscal 2021, including the impairment and reduction of carrying value related to the closure of one restaurant at the beginning of the current fiscal year. The decrease in depreciation and amortization was partially offset by depreciation expense related to ~~the 13~~our three new restaurants opened since the thirty-nine weeks ended September ~~27, 2016.~~28, 2021. As a percentage of revenues, depreciation and amortization ~~remained consistent at 6.6%~~decreased to 5.6% for the current thirty-nine week period ~~and~~from 6.9% for the prior year comparable period. This decrease was primarily due to a higher revenue base.

Restaurant Opening. Restaurant opening expense ~~decreased~~increased by ~~$2.0~~$0.9 million, or ~~38.6%~~72.2%, to ~~$3.2~~$2.1 million during the thirty-nine weeks ended ~~October 3, 2017,~~September 27, 2022, compared to ~~$5.2~~$1.2 million during the comparable thirty-nine week period of ~~2016.~~2021. This ~~decrease~~

increase was primarily due to the ~~opening~~timing of ~~eight new restaurants during thirty-nine weeks ended October 3, 2017, compared to 12~~our openings and increased costs. We opened three new restaurants during the ~~comparable~~ thirty-nine ~~week period of 2016.~~weeks ended September 27, 2022 and one shortly after the quarter ended, compared to two new restaurants and one re-opening during the thirty-nine weeks ended September 28, 2021.

Loss on Disposal and Impairment of Assets. ~~The loss~~Loss on disposal and impairment of assets ~~increased by $1.9 million, or 83.9%, to $4.2~~was $1.0 million during the thirty-nine weeks ended ~~October 3, 2017, compared to $2.3~~September 27, 2022, and $3.2 million during the comparable thirty-nine week period of ~~2016. This increase was~~2021.For the thirty-nine weeks ended September 27, 2022, these costs primarily ~~due~~relate to disposals of assets in conjunction with initiatives to keep our restaurants up to date. For the thirty-nine weeks ended September 28, 2021 these costs were primarily related to the ~~write-off~~impairment and reduction in the carrying value of the ~~remaining net book value~~long-lived and operating lease assets related to one of our restaurants, coupled with the disposals of assets in conjunction with initiatives to keep our restaurants up to date and the disposal of certain ~~convection ovens and point of sale terminals following the recent rollout of our new slow roasting ovens and server handheld point of sale tablets.~~unproductive restaurant assets.

~~Natural Disaster and Related.~~ ~~Natural disaster and related~~Interest Expense, Net. Interest expense, ~~of $0.9~~net, decreased by $2.3 million to $1.7 million during the thirty-nine weeks ended ~~October 3, 2017, related to property damages, food spoilage, labor and other expenses from Hurricanes Harvey and Irma, in excess of our related insurance coverage.~~

~~Severance and Legal Settlements.~~ Severance and legal settlements was $0.4 million during the thirty-nine weeks ended October 3, 2017, and for the comparable thirty-nine week period of 2016. For the current thirty-nine week period, this related to the reduction of certain corporate overhead positions primarily related to supporting new restaurant openings, and for the comparable prior year period, it related to the settlement of a wage and hour claim.

~~Interest Expense, Net. Interest expense, net increased by $2.1 million to $3.2 million during the thirty-nine weeks ended October 3, 2017,~~September 27, 2022, compared to ~~$1.1~~$4.0 million during the comparable thirty-nine week period of ~~2016.~~2021. This ~~increase~~decrease was primarily due to ~~increased borrowings under our Credit Facility.~~

~~Other Income, Net. Other income, net increased by $0.7 million to $1.5 million~~a lower average debt balance and weighted average interest rate during the thirty-nine weeks ended ~~October 3, 2017,~~September 27, 2022, compared to the comparable thirty-nine week period of 2021.

Other (Expense) Income, Net. Other (expense) income, net, was $0.5 million of expense during the thirty-nine weeks ended September 27, 2022, compared to $0.8 million of income during the comparable thirty-nine week period of ~~2016.~~2021. This ~~increase~~ was primarily due to ~~greater gift card breakage income coupled~~the change associated with ~~an increase in~~ the cash surrender value of certain life insurance ~~programs~~policies under our deferred compensation plan. This change offsets the related deferred compensation income or expense impact included in “General and administrative” expenses on our Unaudited Consolidated Statements of Operations. During the thirty-nine weeks ended September 27, 2022, the impact related to the cash surrender value of certain life insurance policies was partially offset by an insurance reimbursement related to business interruptions due to civil unrest and compensation from the city related to a partial parking lot closure at one of our restaurants.

Income Tax ~~Expense~~. Benefit.Our effective income tax rate for the thirty-nine weeks ended ~~October 3, 2017, was 15.6%~~September 27, 2022, reflected a 101.0% tax benefit compared to ~~27.0%~~a 108.9% tax benefit for the comparable thirty-nine week period of ~~2016.~~2021. The effective ~~income~~ tax rate benefit for the thirty-nine weeks ended ~~October 3, 2017, differed from~~September 27, 2022 and September 28, 2021, was different than the statutory ~~income~~ tax rate primarily due to the benefit from FICA tax tip credits.~~The decrease in our effective tax rate for fiscal 2017 compared to fiscal 2016 is a result of lower forecasted income for fiscal 2017.~~

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

~~Our capital requirements are driven~~As a result of uncertainties in the near-term macro environment caused by the COVID-19 pandemic, including supply chain challenges, and commodity and labor inflation, we continue to focus on cash flow generation and maintaining a solid and flexible financial position to execute our fundamental financial objective to improve total shareholder return through new restaurant expansion plans and restaurant enhancements and initiatives. In addition, we want to maintain a flexible and prudent balance sheet to provide the financial resources necessary to manage the risks and uncertaintieslong-term strategy of ~~conducting~~investing in our business ~~operations in a mature segment of~~and opening new restaurants. We continue to monitor the ~~restaurant industry. In order~~macro environment and will adjust our overall approach to achieve these objectives, we use a combination of operating cash flows, funded debt and landlord allowances. Over the last several years we have been augmenting our cash flow from operations by increasing our funded debt and using these proceeds to return capital ~~to shareholders in the form of~~allocation, including share repurchases and ~~beginning in~~dividends, as the ~~fourth quarter of fiscal 2017, quarterly cash dividends.~~post-pandemic recovery unfolds.

We ~~currently estimate the total domestic capacity for BJ’s restaurants~~are taking what we believe to be reasonably necessary and appropriate measures to control costs and maximize liquidity. Based on the current level of operations, we believe that our current cash and cash equivalents will be adequate to meet our capital expenditure and working capital needs for at least ~~425, given~~ the size of our current restaurant prototype and the current structure of the BJ’s concept and menu. We expect to fund our growth plans from our ongoing operations, our cash balance on hand, proceeds from employee stock option exercises, tenant improvement allowances from

our landlords and our $250 million Credit Facility. However, depending on the expected level of new restaurant development, tenant improvement allowances that we receive from our landlords, other planned capital investments including ongoing maintenance capital expenditures, and results from our ongoing operations, we may not generate enough cash flow from operations to completely fund our plans. In addition, share repurchases and our quarterly cash dividend or any significant increases in such repurchases or dividends may impact our available capital resources. Accordingly, we continue to actively monitor overall conditions in the capital and credit markets with respect to the potential sources and the timing of additional financing in order to enhance total shareholder return. However, there can be no assurance that such financingnext twelve months. Our future operating performance will be ~~available when required or available on terms acceptable~~subject to ~~us. If we~~future economic conditions and to financial, business and other factors, many of which are ~~unable to secure additional capital resources, when needed, we may be required to reduce~~beyond our ~~planned rate of expansion, share repurchases, quarterly cash dividends or other shareholder return initiatives.~~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. While our operating lease obligations are not required to be reflected as indebtedness on our Consolidated Balance Sheets, the minimum rents and other related lease obligations, such as common area expenses, under our lease agreements must be satisfied by cash flows from our ongoing operations. Accordingly, our lease arrangements reduce, to some extent, our capacity to utilize debt in our capital structure.

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 ~~four~~one of our ~~operating~~ 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 ~~operating~~ 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 ~~enter~~entered into sale-leaseback arrangements for land parcels that we ~~may purchase.~~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.

~~We also require capital resources to evolve, maintain and increase~~CASH FLOWS

The following tables set forth, for the ~~productive capacity of~~periods indicated, our existing base of restaurants and brewing operations and to further expand and strengthen the capabilities of our corporate and information technology infrastructures. Our requirement for working capital is not significant since our restaurant customers pay for their food and beverage purchases in cash or credit cards at the time of the sale. Thus, we are able to sell many of our inventory items before we are required to pay our suppliers for such items.

~~Our~~ cash flows from operating, investing, and financing activities ~~as detailed in the Consolidated Statements of~~(in thousands):

Net cash provided ~~$69.1~~by operating activities was $33.8 million ~~during the thirty-nine weeks ended October 3, 2017, representing a $39.6 million decrease from the $108.6 million provided~~ during the thirty-nine weeks ended September 27, ~~2016. The~~2022, representing a $12.5 million decrease ~~in cash~~ from ~~operating activities for~~ the ~~thirty-nine weeks ended October 3, 2017, in comparison~~$46.2 million provided by during the thirty-nine weeks ended September ~~27, 2016,~~28, 2021. The decrease over the prior year is primarily due to the timing of payments for accounts payable and accrued expenses, offset by the collection of ~~our $6.0~~accounts and other receivable.

Net cash used in investing activities was $50.3 million ~~lease termination fee~~during the thirty-nine weeks ended September 27, 2022, representing a $25.2 million increase from the $25.1 million used during the thirty-nine weeks ended September 28, 2021. The increase over prior year is primarily due to an increase in the ~~prior year, coupled with a reduction in payroll related accruals as a result~~number of ~~the impact of the 53~~^rd ~~week in fiscal 2016 and lower net income during the current thirty-nine week period.~~

~~For the thirty-nine weeks ended October 3, 2017, total capital expenditures were approximately $57.4 million. Expenditures for the purchase of the underlying land for~~new restaurant openings, new restaurants ~~as well as the acquisition of restaurant and brewing equipment and leasehold improvements to construct new restaurants were $31.1 million. These expenditures were primarily related to the~~under construction of our eight new restaurants that opened during the thirty-nine weeks ended October 3, 2017, as well as expenditures related to restaurants expected to open later in fiscal 2017. Total capital expenditures related to the maintenance and key productivity ~~initiatives~~initiatives.

The following table provides, for the periods indicated, the components of ~~existing restaurants and~~capital expenditures ~~for restaurant and corporate systems were $25.7 million and $0.6 million, respectively.~~(in thousands):

We have a $250 million unsecured revolving line of credit that expires on November 18, 2021, and may be used for working capital and other general corporate purposes. We utilize the Credit Facility principally for letters of credit that are required to support certain of our self-insurance programs, to fund a portion of the Company’s stock repurchase program, our recently announced quarterly cash dividend and working capital and construction requirements.

As of ~~November 6, 2017,~~October 31, 2022, we have opened ~~eight~~four new restaurants and ~~we have two additional restaurants, with signed leases, under construction that we expect~~closed two. We currently plan to open ~~before year end. We expect to open four to~~as many as six ~~new~~ restaurants in fiscal ~~2018~~2022, and we have entered into signed leases, land purchase agreements or letters of intent for all of our ~~potential~~2022 new restaurant locations. While we expect our capital expenditures to remain significant, the reduction of restaurant openings in fiscal 2018 will reduce our capital expenditure spend as compared to fiscal 2017. The decision to continue to reduce our pace of expansion will generate increased free cash flow and provide added financial flexibility. It will also allow us to allocate greater resources to our core base of established restaurants to improve sales and profitability. While ourOur new restaurant unit economics ~~remain solid and warrant continued capital allocation, we will~~ continue to ~~balance this new restaurant growth with our commitment to drive shareholder returns through our share repurchases program and, beginning in the fourth quarter~~warrant an appropriate allocation of ~~fiscal 2017, quarterly cash dividends.~~capital.

We currently anticipate our total capital expenditures for fiscal ~~2018, including all expenditure categories,~~2022 to be approximately ~~$50~~$90 million to ~~$60~~$95 million. This estimate includes costs to open six 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 ~~anticipated~~net capital expenditures ~~for the remainder of fiscal 2017 and fiscal 2018~~ with our current cash balance on hand, ~~expected~~ cash flows from operations ~~proceeds from sale-leaseback transactions, expected tenant improvement allowances~~ 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.

From time to time, we will evaluate opportunities to acquire and convert other restaurant locations or entire restaurant chains to the BJ’s restaurant concept. In the future we may consider joint venture arrangements to augment BJ’s expansion into new markets or we may evaluate non-controlling investments

Net cash used in other emerging restaurant concepts that offer complementary growth opportunities to our BJ’s restaurant operations. Currently, we have no binding commitments (other than the signed leases or land purchase agreements set forth in Item 1 - Business - “Restaurant Site Selection and Expansion Objectives” in our Annual Report on Form 10-K for the fiscal year ended January 3, 2017) or agreements to acquire or convert any other restaurant locations or chains to our concept, or to enter into any joint ventures or non-controlling investments. However, we would likely require additional capital resources to take advantage of any of these growth opportunities should they become feasible.

Historically, we have not paid any dividends to our shareholders. However, on October 24, 2017, our Board of Directors authorized and declared a quarterly cash dividend of $0.11 per share of common stock payable on December 4, 2017, to shareholders of record at the close of business on November 13, 2017. While we intend to pay regular quarterly cash dividends in future periods, any future decisions to pay or to increase or decrease cash dividends will be reviewed quarterly and declared by the Board of Directors at its discretion. Our Credit Facility contains, and debt instruments that we enter into in the future may contain, covenants that place limitations on the amount of dividends we may pay.

~~As of October 3, 2017, we have cumulatively repurchased approximately $347.8~~financing activities was $2.8 million ~~shares in accordance with our approved share repurchase plan. We repurchased approximately $57.3 million of these shares~~ during the thirty-nine weeks ended ~~October 3, 2017. The share~~September 27, 2022, representing a $10.1 million decrease from the $12.9 million used during the thirty-nine weeks ended September 28, 2021. This decrease was primarily due

to repurchases ~~were executed through open market purchases, and future share repurchases may be completed through~~of common stock, coupled with no common stock issuances or stock option exercises, offset by higher payments on our line of credit during the combination of individually negotiated transactions, accelerated share buyback, and/or open market purchases. In March 2017, the Company’s Board of Directors approved an expansion of the share repurchase program by $50 million to $400 million. As of October 3, 2017, we have approximately $52.2 million available under our share repurchase plan. Our Credit Facility does not contain any restrictions on the amount of borrowings that can be used to make share repurchases as long as we are in compliance with our financial and non-financial covenants.thirty-nine weeks ended September 28, 2021.

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 ~~October 3, 2017,~~September 27, 2022, we are not involved in any off-balance sheet arrangements.

Our country is currently experiencing multi-decade high inflation. Inflation on food, labor, energy and occupancy and operating costs ~~can significantly affect~~is currently impacting the profitability of our restaurant ~~operations.~~operations compared to historical trends. 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 for many of our commodities.

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 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 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, ~~a general shortage in the availability of qualified restaurant management and hourly workers in~~ certain ~~geographic areas in which we operate has caused increases in the costs of recruiting and compensating such employees. Certain~~ operating and other costs, including health benefits in compliance with the Patient Protection and Affordable Care Act, taxes, insurance, ~~federal and state exemption rules, and regulatory requirements relating to employees~~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~~guests 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 28, 2021. During the thirty-nine weeks ended September 27, 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 ~~$250~~$215 million ~~unsecured~~ Credit Facility, of which ~~$194.0~~$50.0 million is currently outstanding ~~that~~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 ~~stock~~share repurchase program, 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 ~~$1.6~~$0.4 million annual impact on our net income.

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. As a result of the COVID-19 pandemic, we have experienced and expect to continue to experience distribution disruptions, commodity cost inflation and certain food and supply 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 ~~October 3, 2017,~~September 27, 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 third fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

See Note 78 of Notes to Unaudited Consolidated Financial Statements in Part I, Item 1 of this report for a summary of legal proceedings.

~~A discussion of~~There have been no material changes from the ~~significant risks associated with investments~~risk factors previously disclosed in ~~our securities, as well as other matters, is set forth in Item 1A of~~ our Annual Report on Form 10-K for the ~~fiscal~~ year ended January 3, 2017. A summary of these risks and certain related information is included under “Statement Regarding Forward-Looking Disclosure” in Part I, Item 2 of this Form 10-Q and is incorporated herein by this reference. These cautionary statements are to be used as a reference in connection with any “forward-looking” statements. The factors, risks and uncertainties identified in these cautionary statements are in addition to those contained in any other cautionary statements, written or oral, which may be made or otherwise addressed in connection with a “forward-looking” statement or contained in any of our subsequent filings with the SEC. The risks described in this Form 10-Q and in our Annual Report on Form 10-K are not the only risks we face. New risks and uncertainties arise from time to time, and we cannot predict those events or how they may affect us. There may be other risks and uncertainties that are not currently known or that are currently deemed by us to be immaterial; however, they may ultimately adversely affect our business, financial condition and/or operating results.December 28, 2021.

As of ~~October 3, 2017,~~September 27, 2022, we have cumulatively repurchased shares valued at approximately ~~$347.8~~$477.9 million in accordance with our approved share repurchase plan. ~~Approximately $57.3~~We repurchased shares valued at approximately $2.4 million ~~of these shares were repurchased~~ during the thirty-nine weeks ended ~~October 3, 2017.~~September 27, 2022. The share repurchases were executed through open market purchases, and future share repurchases may be completed through ~~the~~a combination of ~~individually-negotiated~~individually negotiated transactions, accelerated share buyback, and/or open market purchases. ~~In March 2017, the Company’s Board of Directors approved an expansion of the share repurchase program by $50 million.~~ As of ~~October 3, 2017,~~September 27, 2022, we have approximately ~~$52.2~~$22.1 million available under ~~the current $400 million~~our share repurchase plan approved by our Board of Directors. Our Credit Facility does not contain any restrictions on the amount of borrowings that can be used to make share repurchases as long as we are in compliance with our financial and non-financial covenants.plan.

The following table sets forth information with respect to the repurchase of common shares during the thirty-nine weeks ended ~~October 3, 2017:~~

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

01/04/17 – 01/31/17

309,677

$
36.12

309,677

$
—

$
48,279,389

02/01/17 – 02/28/17

316,423

$
35.72

316,423

$
—

$
36,977,187

03/01/17 – 04/04/17

170,689

$
38.12

170,689

$
50,000,000

$
80,469,746

04/05/17 – 05/02/17

33,916

$
40.34

33,916

$
—

$
79,101,642

05/03/17 – 05/30/17

3,143

$
43.98

3,143

$
—

$
78,963,417

05/31/17 – 07/04/17

36,348

$
37.42

36,348

$
—

$
77,603,349

07/05/17 – 08/01/17

200,019

$
35.26

200,019

$
—

$
70,550,137

08/02/17 – 08/29/17

57,968

$
32.96

57,968

$
—

$
68,639,351

08/30/17 – 10/03/17

555,673

$
29.62

555,673

$
—

$
52,181,393

Total

1,683,856

1,683,856

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
12/29/22 - 01/25/22		—	$	—		—	$	—	$	24,438,776
01/26/22 – 02/22/22		—	$	—		—	$	—	$	24,438,776
02/23/22 – 03/29/22		—	$	—		—	$	—	$	24,438,776
03/30/22 – 04/26/22		—	$	—		—	$	—	$	24,438,776
04/27/22 – 05/24/22		—	$	—		—	$	—	$	24,438,776
05/25/22 – 06/28/22		—	$	—		—	$	—	$	24,438,776
06/29/22 – 07/26/22		—	$	—		—	$	—	$	24,438,776
07/27/22 – 08/23/22		13,211	$	27.51		13,211	$	—	$	24,075,364
08/24/22 – 09/27/22		78,091	$	25.89		78,091	$	—	$	22,053,808
Total		91,302	$	26.12		91,302

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.

		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements

	Consolidated Balance Sheets – ~~October 3, 2017~~September 27, 2022 (Unaudited) and ~~January 3, 2017~~December 28, 2021	1

	Unaudited Consolidated Statements of ~~Income~~Operations – Thirteen and Thirty-Nine Weeks Ended ~~October 3, 2017~~September 27, 2022 and September ~~27, 2016~~28, 2021	2
	Unaudited Consolidated Statements of Shareholders’ Equity – Thirteen and Thirty-Nine Weeks Ended September 27, 2022 and September 28, 2021	3
	Unaudited Consolidated Statements of Cash Flows – Thirteen and Thirty-Nine Weeks Ended September 27, 2022 and September 28, 2021	4

	Unaudited Consolidated Statements of Cash Flows – Thirteen and Thirty-Nine Weeks Ended October 3, 2017 and September 27, 2016	3

	Notes to Unaudited Consolidated Financial Statements	46

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1011

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19

Item 4.	Controls and Procedures	2019


PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 6.	Exhibits	21


	SIGNATURES	2322

	For the Thirty-Nine Weeks Ended
	September 27, 2022		September 28, 2021
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	493	$	386
Cash paid for interest, net of capitalized interest	$	909	$	3,207
Cash paid for operating lease obligations	$	49,939	$	53,743
Supplemental disclosure of non-cash operating, investing and financing activities:
Operating lease assets obtained in exchange for operating lease obligations	$	29,207	$	19,965
Tenant improvement allowance receivable	$	2,000	$	2,100
Property and equipment acquired and included in accounts payable	$	10,601	$	1,844
Stock-based compensation capitalized	$	260	$	223

	September 27, 2022		December 28, 2021
Gift card liability	$	13,313	$	19,499
Deferred loyalty revenue	$	3,192	$	3,949

	For the Thirteen Weeks Ended				For the Thirty-Nine Weeks Ended
	September 27, 2022		September 28, 2021		September 27, 2022		September 28, 2021
Revenue recognized from gift card liability	$	1,278	$	1,305	$	9,846	$	8,049
Revenue recognized from customer loyalty program	$	1,271	$	1,014	$	6,584	$	7,940

	For the Thirteen Weeks Ended				For the Thirty-Nine Weeks Ended
	September 27, 2022		September 28, 2021		September 27, 2022		September 28, 2021
Lease cost	$	15,043	$	14,615	$	44,705	$	43,202
Variable lease cost		751		544		2,496		1,146
Total lease costs	$	15,794	$	15,159	$	47,201	$	44,348

☑	Large accelerated filer	☐	Accelerated filer
☐	Non-accelerated filer ~~(do not check if smaller reporting company)~~	☐	Smaller reporting company
☐	Emerging growth company

	October 3, 2017		January 3, 2017
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	28,694	$	22,761
Accounts and other receivables, net		12,537		14,698
Inventories, net		10,226		9,907
Prepaid expenses and other current assets		8,368		11,324
Total current assets		59,825		58,690

Property and equipment, net		599,450		601,324
Goodwill		4,673		4,673
Other assets, net		29,118		26,625
Total assets	$	693,066	$	691,312

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable (1)	$	23,984	$	31,145
Accrued expenses		83,634		94,553
Total current liabilities		107,618		125,698

Deferred income taxes		37,073		37,587
Deferred rent		32,047		30,424
Deferred lease incentives		53,951		54,119
Long-term debt		194,000		148,000
Other liabilities		23,199		20,587
Total liabilities		447,888		416,415

Commitments and contingencies

Shareholders’ equity:
Preferred stock, 5,000 shares authorized, none issued or outstanding		—		—
Common stock, no par value, 125,000 shares authorized and 20,746 and 22,332 shares issued and outstanding as of October 3, 2017 and January 3, 2017, respectively		—		—
Capital surplus		68,228		66,200
Retained earnings		176,950		208,697

Total shareholders’ equity		245,178		274,897
Total liabilities and shareholders’ equity	$	693,066	$	691,312

	October 3, 2017		January 3, 2017
Third party suppliers	$	20,168	$	25,363
Jacmar		3,816		5,782
Total accounts payable	$	23,984	$	31,145

	Shares (in thousands)			Weighted Average Fair Value
Outstanding at January 3, 2017		460		$	39.75
Granted		157			37.26
Vested or released		(76	)		43.70
Forfeited		(50	)		39.82
Outstanding at October 3, 2017		491		$	38.34

Balance at January 3, 2017	$	1,245
Decrease for tax positions taken in prior years		(3	)
Increase for tax positions taken in current year		96
Decrease for statute expiration		(64	)
Balance at October 3, 2017	$	1,274

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
01/04/17 – 01/31/17		309,677	$	36.12		309,677	$	—	$	48,279,389
02/01/17 – 02/28/17		316,423	$	35.72		316,423	$	—	$	36,977,187
03/01/17 – 04/04/17		170,689	$	38.12		170,689	$	50,000,000	$	80,469,746
04/05/17 – 05/02/17		33,916	$	40.34		33,916	$	—	$	79,101,642
05/03/17 – 05/30/17		3,143	$	43.98		3,143	$	—	$	78,963,417
05/31/17 – 07/04/17		36,348	$	37.42		36,348	$	—	$	77,603,349
07/05/17 – 08/01/17		200,019	$	35.26		200,019	$	—	$	70,550,137
08/02/17 – 08/29/17		57,968	$	32.96		57,968	$	—	$	68,639,351
08/30/17 – 10/03/17		555,673	$	29.62		555,673	$	—	$	52,181,393
Total		1,683,856				1,683,856

Exhibit Number		Description
3.1 ~~(P)~~		Amended and Restated Articles of Incorporation of the Company, ~~as amended,~~ incorporated by reference to Exhibit 3.1 toof the ~~Registration Statement~~Annual Report on Form SB-2 filed with the Securities and Exchange Commission on September 27, 1996, as amended by the Company’s Registration Statement on Form SB-2/A filed with the Commission on August 1, 1996, and the Company’s Registration Statement on Form SB-2A filed with the Commission on August 22, 1996, (File No. 3335182-LA) (as amended, the “Registration Statement”).10-K for fiscal 2017.

3.2		Amended and Restated Bylaws of the Company, incorporated by reference to ~~Exhibits~~Exhibit 3.1 of the Form 8-K filed on ~~June 4, 2007.~~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.~~Statement on Form SB‑2A filed with the Securities and Exchange Commission on August 22, 1996 (File No. 3335182‑LA).

~~10.1~~		Amended and Restated Employment Agreement dated August 8, 2017, between the Company and Gregory A. Trojan, employed as President and Chief Executive Officer, incorporated by reference to Exhibit 10.1 to Form 8K filed on August 8, 2017.

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

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

~~101~~		The following materials from BJ’s Restaurants, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 3, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance ~~Sheets; (ii) Unaudited Consolidated Statements of Income; (iii) Unaudited Consolidated Statements of Cash Flows; and (iv) Notes to Unaudited Consolidated Financial Statements.~~.

~~(P)~~101.INS		~~Paper exhibit~~Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~November 6, 2017~~	~~By:~~	~~/s/ GREGORY A. TROJAN~~
		~~Gregory A. Trojan~~
		~~President and Chief Executive Officer~~
		~~(Principal Executive Officer)~~

October 31, 2022	By:	/s/ GREGORY S. LEVIN
		Gregory S. Levin
		Chief Executive ~~Vice~~Officer and President
		(Principal Executive Officer)

		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)