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What changed in BJs RESTAURANTS INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BJs RESTAURANTS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+216 added−218 removedSource: 10-K (2025-02-26) vs 10-K (2024-02-27)

Top changes in BJs RESTAURANTS INC's 2025 10-K

216 paragraphs added · 218 removed · 179 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

78 edited+22 added−27 removed103 unchanged
Biggest changeFrom 1993 to 1995, Mr. Puchner was a founder and brewmaster for Laguna Beach Brewing Co., Huntington Beach Beer Co., Newport Beach Brewing Co., and Westwood Brewing Co. From 1988 to 1993, Mr. Puchner served as a product manager for Aviva Sports/Mattel, Inc. and as a marketing research manager for Mattel, Inc. Mr.
Biggest changeEarlier in his career he served as an investment banker with Deutsche Bank Securities and CIBC World Markets. ALEXANDER M. PUCHNER has been the Senior Vice President of Brewing Operations since 1996. From 1993 to 1995, Mr. Puchner was a founder and brewmaster for Laguna Beach Brewing Co., Huntington Beach Beer Co., Newport Beach Brewing Co., and Westwood Brewing Co.
We also employed approximately 230 team members at our Restaurant Support Center in Huntington Beach, California and our field supervision positions around the country, whose primary goal is to provide gold standard support to our restaurant teams so they can focus on serving our guests.
We also employed approximately 230 team members at our Restaurant Support Center in Huntington Beach, California and in field supervision positions around the country, whose primary goal is to provide gold standard support to our restaurant teams so they can focus on serving our guests.
Our food quality and safety teams strive to ensure compliance with our food safety programs and practices, components of which include: • Partnering with suppliers to improve food safety processes and technology • Food safety training for all new team members • Advanced food safety training for management trainees • Manager food safety certifications • Several layers of audits and inspections: o Unannounced audits by an independent third-party auditing company to validate food safety and personal safety protocols o BJ’s internal Quality Assurance team audits o Operation’s team food safety audits o Regulatory inspections • Daily food safety checks based on Hazard Analysis and Critical Control Points (“HACCP”) principles • Tamper-resistant bag seals for all take-out orders • Utilization of technology to manage food safety risks GOVERNMENT REGULATIONS We are subject to various federal, state and local laws, rules and regulations that affect our business.
Our food quality and safety teams strive to ensure compliance with our food safety programs and practices, components of which include: • Partnering with suppliers to improve food safety processes and technology • Food safety training for all new team members • Advanced food safety training for management trainees • Manager food safety certifications • Several layers of audits and inspections: o Unannounced audits by an independent third-party auditing company to validate food safety and personal safety protocols o BJ’s internal Quality Assurance team audits o Operation’s team food safety audits o Regulatory inspections • Daily food safety checks based on Hazard Analysis and Critical Control Points (“HACCP”) principles • Tamper-resistant bag seals for all take-out orders 10 • Utilization of technology to manage food safety risks GOVERNMENT REGULATIONS We are subject to various federal, state and local laws, rules and regulations that affect our business.
Our TASC Force teams have helped fulfill the wishes of special needs kids, placed flags at the graves of fallen soldiers, painted over unsightly graffiti, helped clean up beaches, parks and school grounds, hosted blood drives, worked with Special Olympics, packed meals for No Kid Hungry, painted houses for elderly citizens, supported Habitat for Humanity to re-build playgrounds, worked at food banks, participated in fundraising runs and walkathons, and delivered food to families in need.
Our TASC Force teams 4 have helped fulfill the wishes of special needs kids, placed flags at the graves of fallen soldiers, painted over unsightly graffiti, helped clean up beaches, parks and school grounds, hosted blood drives, worked with Special Olympics, packed meals for No Kid Hungry, painted houses for elderly citizens, supported Habitat for Humanity to re-build playgrounds, worked at food banks, participated in fundraising runs and walkathons, and delivered food to families in need.
Our menu features a wide variety of choices, ensuring there’s something for everyone and yet we are able to modify nearly every menu item to satisfy any guest's request to ensure it is “made their way.” We evaluate our menu offerings and prices two to three times a year in addition to offering seasonal or limited time only menu items throughout the year.
Our menu features a wide variety of choices, ensuring there’s something for everyone, and we are able to modify nearly every menu item to satisfy any guest's request to ensure it is “made their way.” We evaluate our menu offerings and prices two to three times a year in addition to offering seasonal or limited time only menu items throughout the year.
We also offer slow roast large format proteins including prime rib, double bone-in pork chops and tri-tip sirloin, as well as our better-for-you EnLIGHTened Entrees® options. • Award Winning, Proprietary Craft Beer – All of our restaurants feature BJ’s award-winning craft beer, which showcases the quality and care of the ingredients used at BJ’s.
We also offer slow roast large format proteins including prime rib, double bone-in pork chops and tri-tip sirloin, as well as our better-for-you EnLIGHTened Entrees®. • Award Winning, Proprietary Craft Beer – All of our restaurants feature BJ’s award-winning craft beer, which showcases the quality and care of the ingredients used at BJ’s.
We prefer to open our restaurants in mature trade areas with dense populations. We 7 generally target geographic regions that allow us to build multiple restaurants in those areas. This “clustering” approach provides economic benefits including lower supply and distribution costs, improved marketing efficiencies, management supervision leverage and increased brand awareness.
We prefer to open our restaurants in mature trade areas with dense populations. We generally target geographic regions that allow us to build multiple restaurants in those areas. This “clustering” approach provides economic benefits including lower supply and distribution costs, improved marketing efficiencies, management supervision leverage and increased brand awareness.
We apply for our alcoholic beverage licenses with the advice of outside legal and licensing counsel and consultants. Even after the 11 issuance of these licenses, our operations could be subject to differing interpretations of the “tied house” laws and the requirements of the “three tier system” of beverage alcohol distribution in any jurisdiction that we conduct business.
We apply for our alcoholic beverage licenses with the advice of outside legal and licensing counsel and consultants. Even after the issuance of these licenses, our operations could be subject to differing interpretations of the “tied house” laws and the requirements of the “three tier system” of beverage alcohol distribution in any jurisdiction that we conduct business.
The TASC Force program recognizes and supports the volunteer efforts of our restaurant team members across the country, as they donate their own free time to benefit charitable causes and community events which are 4 important to them, while helping give back to the communities in which our restaurants do business.
The TASC Force program recognizes and supports the volunteer efforts of our restaurant team members across the country, as they donate their own free time to benefit charitable causes and community events which are important to them, while helping give back to the communities in which our restaurants do business.
We sometimes also purchase the land underlying certain restaurant locations if it becomes available and, in many cases, we subsequently enter into sale-leaseback arrangements for land parcels that we have purchased. It is not our current strategy to own a large number of land parcels that underlie our restaurants.
We sometimes purchase the land underlying certain restaurant locations if it becomes available and, in many cases, we subsequently enter into sale-leaseback arrangements for land parcels that we have purchased. It is not our current strategy to own a large number of land parcels that underlie our restaurants.
Additionally, our suppliers may also be affected by various federal and state labor laws which could result in supply disruptions for our various goods and services or higher costs for goods and services supplied to us. We are subject to various laws and regulations relating to nutritional content, nutritional labeling, product safety and menu labeling.
Additionally, our suppliers may also be affected by various 11 federal and state labor laws which could result in supply disruptions for our various goods and services or higher costs for goods and services supplied to us. We are subject to various laws and regulations relating to nutritional content, nutritional labeling, product safety and menu labeling.
A manager also inspects our deliveries to ensure that the items received meet our quality specifications and negotiated prices. For many of our menu ingredients, we have arranged for acceptable alternative manufacturers, vendors, growers and shippers in order to reduce risk in our supply chain.
A manager also inspects our deliveries to ensure that the items 9 received meet our quality specifications and negotiated prices. For many of our menu ingredients, we have arranged for acceptable alternative manufacturers, vendors, growers and shippers in order to reduce risk in our supply chain.
Defending these claims, whether or not they have merit, may be time-consuming and costly and, if unsuccessful, may prevent us from continuing to use certain intellectual property rights or information in the future and may result in a judgment or monetary damages.
Defending these claims, whether or not they have merit, may be time-consuming and costly and, if unsuccessful, may prevent us from continuing to use certain intellectual property rights or information in the future and may result in a judgment or monetary damages. 12
Our trademarks and service marks domestically registered with the United States Patent and Trademark Office include, among others, our stylized logos displaying the name “BJ’s” for beer, restaurant services, restaurant and bar services, on-line ordering and take-out restaurant services and the word mark 12 “BJ’s” for beer, restaurant and bar services, take-out and carry-out restaurant services.
Our trademarks and service marks domestically registered with the United States Patent and Trademark Office include, among others, our stylized logos displaying the name “BJ’s” for beer, restaurant services, restaurant and bar services, on-line ordering and take-out restaurant services and the word mark “BJ’s” for beer, restaurant and bar services, take-out and carry-out restaurant services.
IDEA Listening Circles give our team members the opportunity to share their personal stories and provide feedback to the Company on how we can drive intentional, meaningful change to improve our team member experience for all, recognizing that we all grow in understanding and empathy when we listen to voices and stories which are different than our own. 3 In addition, IDEA hosts periodic educational meetings with outside expert speakers and has curated a resource center and an internal intranet page for team members designed to support education and awareness and to celebrate our differences.
IDEA Listening Circles give our team members the opportunity to share their personal stories and provide feedback to the Company on how we can drive intentional, meaningful change to improve our team member experience for all, recognizing that we all grow in understanding and empathy when we listen to voices and stories which are different than our own. 3 In addition, IDEA hosts periodic educational meetings with outside expert speakers and has created a resource center and an internal intranet page for team members designed to support education and awareness and to celebrate our differences.
We also host an annual General Manager Conference, which gives our General Managers, field supervision team and select Restaurant Support Center team members the opportunity to connect and learn in person, as well as regularly quarterly manager calls and Restaurant Support Center meetings.
We also host an annual General Manager Conference, which gives our General Managers, field supervision team and select Restaurant Support Center team members the opportunity to connect and learn in person, as well as regularly scheduled quarterly manager calls and Restaurant Support Center meetings.
There are a substantial number of casual dining, fast casual and quick service restaurant chains and other food and beverage service operations, that compete both directly and indirectly with us in every respect, including food quality and service, the price‑value relationship, beer quality and selection, atmosphere, suitable sites for new restaurants and for qualified personnel to operate our restaurants, among other factors.
There are a substantial number of full-service, fast casual and quick service restaurant chains and other food and beverage service operations, that compete both directly and indirectly with us in every respect, including food quality and service, the price‑value relationship, beer quality and selection, atmosphere, suitable sites for new restaurants and for qualified personnel to operate our restaurants, among other factors.
ITEM 1. B USINESS INTRODUCTION BJ’s Restaurants is a leading casual dining restaurant brand differentiated by a high-quality, varied menu with compelling value, a dining experience that offers our customers (referred to as “guests”) best-in-class service, hospitality and enjoyment, in a high-energy, welcoming and approachable atmosphere.
ITEM 1. B USINESS INTRODUCTION BJ’s Restaurants is a leading full-service restaurant brand differentiated by a high-quality, varied menu with compelling value, a dining experience that offers our customers (referred to as “guests”) best-in-class service, hospitality and enjoyment, in a high-energy, welcoming and approachable atmosphere.
We were also one of the first in casual dining to utilize the quick response (“QR”) code and Wi-Fi geolocation technologies for both menu browsing and mobile payment to provide a touchless experience for guests who dine at our restaurants. • Bringing the Brewhouse Home to Our Guests – Consumer preferences continue to evolve as e-commerce, mobile shopping and “food-on-demand” continue to gain traction and direct visits away from traditional brick-and-mortar shopping locations.
We were also one of the first in full-service dining to utilize the quick response (“QR”) code and Wi-Fi geolocation technologies for both menu browsing and mobile payment to provide a touchless experience for guests who dine at our restaurants. • Bringing the Brewhouse Home to Our Guests – Consumer preferences continue to evolve as e-commerce, mobile shopping and “food-on-demand” continue to gain traction and direct visits away from traditional brick-and-mortar shopping locations.
In 1996, we introduced our proprietary craft beers and expanded the BJ’s concept to a full-service, high-energy casual dining restaurant when we opened our first large format restaurant with an on-site brewing operation in Brea, California.
In 1996, we introduced our proprietary craft beers and expanded the BJ’s concept to a full-service, high-energy restaurant when we opened our first large format restaurant with an on-site brewing operation in Brea, California.
Team Member Wellbeing Initiatives We focus on providing health and financial wellbeing offerings that attract, retain, and engage BJ’s talent. We provide an Enlightened Living Wellbeing Program that offers educational resources, health fairs and incentives that inspire participation in preventive care and wellbeing activities.
Team Member Wellbeing Initiatives We focus on providing health and financial wellbeing offerings that attract, retain, and engage BJ’s talent. We provide an Enlightened Living Wellbeing Program that offers educational resources that inspire participation in preventive care and wellbeing activities.
BREWING OPERATIONS Our internal brewing operations originated in 1996 with the opening of the first large format location in Brea, California, which included our first on-site brewing operation. We currently have four restaurants with brewpub operations and two stand-alone brewpubs located around the country. We also utilize qualified independent third-party brewers to produce our beer, using our proprietary recipes.
BREWING OPERATIONS Our internal brewing operations originated in 1996 with the opening of the first large format location in Brea, California, which included our first on-site brewing operation. We currently have four restaurants with in-house brewing facilities and two stand-alone brewpubs located around the country. We also utilize qualified independent third-party brewers to produce our beer, using our proprietary recipes.
Our concept includes menu options that meet our guests’ preferences for any dining occasion and our menu items are created by our talented culinary team and prepared to order in our restaurants using high-quality ingredients.
Our concept includes menu options that meet our guest’s preferences for any dining occasion, and our menu items are created by our talented culinary team and prepared to order in our restaurants using high-quality ingredients.
Krakower was employed by California Pizza Kitchen, Inc., operator and licensor of casual dining restaurants, where his last position was Vice President of Information Technology. From 2003 to 2007, Mr. Krakower served as Senior Director of Information Technology – Corporate Systems for The Cheesecake Factory Incorporated, a publicly held operator of upscale casual dining restaurants. Prior to that, Mr.
From 2007 to 2012, Mr. Krakower was employed by California Pizza Kitchen, Inc., operator and licensor of casual dining restaurants, where his last position was Vice President of Information Technology. From 2003 to 2007, Mr. Krakower served as Senior Director of Information Technology – Corporate Systems for The Cheesecake Factory Incorporated, a publicly held operator of upscale casual dining restaurants.
TARGETED NEW RESTAURANT ECONOMICS Our fiscal 2023 restaurant prototype averaged approximately 7,500 square feet with seating for as many as 250 guests with a targeted all-in net construction cost of approximately $7.0 million, including what was reimbursed to us by our landlords in the form of tenant improvement allowance incentives.
TARGETED NEW RESTAURANT ECONOMICS Our fiscal 2024 restaurant prototype averaged approximately 7,500 square feet with seating for as many as 250 guests with a targeted all-in net construction cost of approximately $6.0 million, including what was reimbursed to us by our landlords in the form of tenant improvement allowance incentives.
Additionally, our restaurants offer our craft beer and cider for take-out in cans or growlers, where legally permitted. Our expansive and unique beer offerings are intended to enhance BJ’s competitive positioning as a leading craft beer retailer in casual dining. We also offer our BJ’s Brewhouse Beer Club throughout most of California.
Additionally, our restaurants offer our craft beer and cider for take-out in cans or growlers, where legally permitted. Our expansive and unique beer offerings are intended to enhance BJ’s competitive positioning as a leading craft beer retailer in full-service dining. We also offer our BJ’s Brewhouse Beer Club throughout most of California.
Team Member Safety Throughout fiscal 2023, we have continued to comply with state and local government regulations and health recommendations, as applicable, to promote guest and team member wellness and to maintain clean restaurants.
Team Member Safety Throughout fiscal 2024, we have continued to comply with state and local government regulations and health recommendations, as applicable, to promote guest and team member wellness and to maintain clean restaurants.
Our Gold Standard of Operational Excellence is focused on the following key areas that help differentiate BJ’s from other casual dining restaurants: • High-Energy Atmosphere and Facilities – We believe that one of our greatest competitive differentiators is the design, ambiance and energy of our restaurants, which feature a signature bar statement, making them a destination for our guests to spend quality time with friends and family.
Our Gold Standard of Operational Excellence is focused on the following key areas that help differentiate BJ’s from other full-service restaurants: • High-Energy Atmosphere and Facilities – We believe that one of our greatest competitive differentiators is the design, ambiance and energy of our restaurants, which feature a signature bar statement, making them a destination for our guests to spend quality time with friends and family.
Our primary business objective is to increase our market share in the casual dining restaurant industry by consistently delivering on our “Gold Standard of Operational Excellence” promise to our guests, which is our genuine commitment to take pride in passionately connecting with every guest on every visit, through flawless and relentless execution of every detail, during every shift, to create and keep fanatical fans of BJ’s.
Our primary business objective is to increase our market share in the full-service restaurant industry by consistently delivering on our “Gold Standard of Operational Excellence” promise to our guests, which is our genuine commitment to take pride in passionately connecting with every guest on every visit, through flawless and relentless execution of every detail, during every shift, to create and keep fanatical fans of BJ’s.
In fiscal 2024, we are targeting an all-in net construction cost of approximately $6.0 million per restaurant, after landlord tenant improvement allowance incentives.
In fiscal 2025, we are targeting an all-in net construction cost of approximately $6.0 million per restaurant, after landlord tenant improvement allowance incentives.
Approximately 18% of our hourly restaurant team members provide their services on a full-time basis, as defined by the Affordable Care Act.
Approximately 17% of our hourly restaurant team members provide their services on a full-time basis, as defined by the Affordable Care Act.
We caution that the information on our website is not part of this or any other reports we file with, or furnish to, the SEC. 1 BUSINESS STRATEGY We compete in the casual dining segment of the domestic restaurant industry, which is a large, highly fragmented segment with estimated annual sales in the $100+ billion range.
We caution that the information on our website is not part of this or any other reports we file with, or furnish to, the SEC. 1 BUSINESS STRATEGY We compete in the full-service segment of the domestic restaurant industry, which is a large, highly fragmented segment with estimated annual sales in the $100+ billion range.
Our restaurant concept is a relatively small “varied menu” casual dining competitor compared to the mature “mass market” chains. 59 of our restaurants are located in one state - California. Our overall brand awareness and competitive presence in states outside of California is not as significant as that of our major casual dining chain competitors.
Our restaurant concept is a relatively small “varied menu” full-service competitor compared to the mature “mass market” chains. 59 of our restaurants are located in one state - California. Our overall brand awareness and competitive presence in states outside of California is not as significant as that of our major full-service chain competitors.
Prior to that, Mr. Houdek served as 6 Director of Strategic Planning and Marketing Analysis at Taco Bell from June 2017 to January 2019, and as Sr. Manager of Strategic Planning from June 2015 to June 2017. Mr. Houdek also served as Manager of Mergers and Acquisitions at Yum! Brands from February 2014 to June 2015.
Houdek served as Director of Strategic Planning and Marketing Analysis at Taco Bell from June 2017 to January 2019, and as Sr. Manager of Strategic Planning from June 2015 to June 2017. Mr. Houdek also served as Manager of Mergers and Acquisitions at Yum! Brands from February 2014 to June 2015.
We also have an IDEA email address for team members to use if they have any ideas to improve our culture of diversity and inclusion, and we have a “Killer Ideas” email address for team members to use to offer innovative ideas about how to improve our business.
We also have an IDEA email address for team members to use if they have any ideas to improve our culture inclusion and belonging, and we have a “Killer Ideas” email address for team members to use to offer innovative ideas about how to improve our business.
Miller practiced law as a partner at the international law firm of Crowell & Moring LLP. From January 2001 to August 2008, she was employed by CDF Labor Law LLP, where she became a partner in January 2008. She began her legal career as an associate at Paul Hastings. PUTNAM K.
Miller practiced law as a partner at the international law firm of Crowell & Moring LLP. From January 2001 to August 2008, she was employed by CDF Labor Law LLP, where she became a partner in January 2008. She began her legal career as an associate at Paul Hastings. CHRISTOPHER P.
As part of our competitive positioning as a polished casual dining concept, our restaurants have finishes consistent with upscale casual dining concepts, including high ceilings and large televisions which can be viewed from any seat and provide the comfort of a restaurant and the energy of a bar.
As part of our competitive positioning as a polished full-service concept, our restaurants have finishes consistent with upscale full-service concepts, including high ceilings and large televisions which can be viewed from any seat and provide the comfort of a restaurant and the energy of a bar.
Our average per-guest check during fiscal 2023, including beverages, increased from approximately $20.00 in 2022 to approximately $21.00 in 2023, and was impacted by changes in our sales mix, higher item incidence per guest and menu price increases to help mitigate higher costs from inflationary pressures. • A Culture Committed to Gracious Service and Hospitality – Completely satisfying dining experiences start with engaged, knowledgeable and hospitable people.
Our average per-guest check during fiscal 2024, including beverages, increased from approximately $21.50 in 2023 to approximately $22.50 in 2024, and was impacted by changes in our sales mix, higher item incidence per guest and menu price increases to help mitigate higher costs from inflationary pressures. • A Culture Committed to Gracious Service and Hospitality – Completely satisfying dining experiences start with engaged, knowledgeable and hospitable people.
As a result of the more complex operational nature of our “casual plus” restaurant concept compared to that of a typical casual dining chain restaurant, the preopening process for our new restaurants is more extensive, time consuming and costly.
As a result of the more complex operational nature of our “casual plus” restaurant concept compared to that of a typical full-service chain restaurant, the preopening process for our new restaurants is more extensive, time consuming and costly.
During fiscal 2023, we internally brewed approximately 64% of our branded craft beers, with approximately 58% of this amount brewed in our Temple, Texas brewpub locations. We also produce proprietary non-alcoholic craft sodas that are sold in our restaurants. Our handcrafted soda flavors include root beer, ginger beer, vanilla cream, orange cream and black cherry.
During fiscal 2024, we internally brewed approximately 76% of our branded craft beers, with approximately 56% of this amount brewed in our Temple, Texas brewpub locations. We also produce proprietary non-alcoholic craft sodas that are sold in our restaurants. Our handcrafted soda flavors include root beer, ginger beer, vanilla cream, orange cream and black cherry.
We also promote national campaigns for the Alzheimer’s Association® in June and No Kid Hungry® in October, which give our guests the opportunity to donate to these charities when they dine with us. Additionally, in 2023, we introduced a new craft beer for a cause, BJ’s CureVeza TM Mexican-Style lager.
We also promote national campaigns for the Alzheimer’s Association in June and No Kid Hungry in October, which give our guests the opportunity to donate to these charities when they dine with us. Additionally, in 2024, we brought back our craft beer for a cause, BJ’s CureVeza TM Mexican-Style lager.
We believe that the BJ’s restaurant concept offers consumers a high quality, contemporary, “polished casual” dining experience in a high-energy environment, with a diversified menu and a best-in-class bar statement.
We believe that the BJ’s restaurant concept offers consumers a high quality, contemporary, full-service dining experience in a high-energy environment, with a diversified menu and a best-in-class bar statement.
Our Chairman of the Board of Directors, our retired Executive Vice President of Operations, and three of our current executive officers serve on the Foundation’s nine-person Board of Directors.
Three of our current executive officers, our former Chairman of the Board of Directors, and our retired Executive Vice President of Operations serve on the Foundation’s eight-person Board of Directors.
We offer our part-time team members, who do not qualify for full-time benefits, benefit offerings, flexible hours with the ability to easily trade shifts, free or discounted meals depending on their position, and growth opportunities into management. In furtherance of this goal, we invest significant resources to retain and develop our talent.
We offer our part-time team members benefit offerings, flexible hours with the ability to easily trade shifts, free or discounted meals depending on their position, and growth opportunities into management. In furtherance of this goal, we invest significant resources to retain and develop our talent.
LYNDS has served as our Executive Vice President and Chief Development Officer since October 2007. He previously served as our Chief Development Officer from July 2003 to October 2007. Prior to joining the Company, Mr. Lynds served as a Director of Real Estate for Darden Restaurants, Inc., the largest casual dining company in America. Prior to joining Darden, Mr.
He previously served as our Chief Development Officer from July 2003 to October 2007. Prior to joining the Company, Mr. Lynds served as a Director of Real Estate for Darden Restaurants, Inc., the largest casual dining company in America. Prior to joining Darden, Mr.
Our menu entrées, excluding our promotional specials, generally range in price from $8.75 to $34.95. We also offer Daily Brewhouse Specials, which feature some of our most iconic food and drink items at a lower price, as well as daily lunch specials and happy hour offerings, where permitted, to reinforce our everyday value proposition.
Our menu entrées, excluding our promotional specials, generally range in price from $8.99 to $34.99. We also offer Daily Brewhouse Specials, which feature some of our most iconic food and drink items at a lower price, as well our weekday Pizookie Meal deal and happy hour offerings, where permitted, to reinforce our everyday value proposition.
Additionally, all of our new restaurants usually require a year or longer after opening to reach their targeted restaurant-level operating margin due to cost of sales and labor inefficiencies commonly associated with opening more complex casual dining restaurants.
Additionally, all of our new restaurants usually require a year or longer after opening to reach their targeted restaurant-level operating profit due to cost of sales and labor inefficiencies commonly associated with opening more complex full-service restaurants.
Our high-quality, craft beer further elevates BJ’s from many other restaurant concepts and complements our broad menu. Since 1996, our beers have earned over 250 medals at different beer festivals and events, including 38 medals at the Great American Beer Festival and 12 medals at the World Beer Cup.
Our high-quality, craft beer further elevates BJ’s from many other restaurant concepts and complements our broad menu. Since 1996, our beers have earned 267 medals at different beer festivals and events, including 39 medals at the Great American Beer Festival and 13 medals at the World Beer Cup.
BJ’s is a national restaurant chain that, as of February 27, 2024, owns and operates 216 restaurants located in 30 states. The first BJ’s restaurant opened in 1978 in Orange County, California, and was a small sit-down pizzeria that featured Chicago style deep-dish pizza with a unique California twist.
BJ’s is a national restaurant chain that, as of February 26, 2025, owns and operates 218 restaurants located in 31 states. The first BJ’s restaurant opened in 1978 in Orange County, California, and was a small sit-down pizzeria that featured Chicago style deep-dish pizza with a unique California twist.
He previously served as our Senior Vice President and Chief Information Officer from February 2013 to December 2022. Prior to joining the Company, Mr. Krakower served as Chief Technology Officer for Restaurant Revolution Technologies, a restaurant order management technology solutions company. From 2007 to 2012, Mr.
KRAKOWER has served as our Executive Vice President and Chief Information Officer since January 2023. He previously served as our Senior Vice President and Chief Information Officer from February 2013 to December 2022. Prior to joining the Company, Mr. Krakower served as Chief Technology Officer for Restaurant Revolution Technologies, a restaurant order management technology solutions company.
As of January 2, 2024, of our team members who indicated a racial or ethnic identity, or whose racial or ethnic identity can otherwise be determined, approximately 47% are female and approximately 60% are from under-represented racial or ethnic communities.
As of December 31, 2024, approximately 47% of our team members are female and, of our team members who indicated a racial or ethnic identity, or whose racial or ethnic identity can otherwise be determined, approximately 61% are from under-represented racial or ethnic communities.
We partnered with The National Multiple Sclerosis Society and donated 25 cents for every pint brewed. In addition to national campaigns, we also focus on supporting our local communities by providing volunteer hours, food and other resources for many worthwhile charitable causes and events through a program called Team Action to Support Communities (“TASC Force”).
This year, we partnered with Pediatric Cancer Research Foundation and, once again, donated 25 cents for every pint brewed. In addition to national campaigns, we also focus on supporting our local communities by providing volunteer hours, food and other resources for many worthwhile charitable causes and events through a program called Team Action to Support Communities (“TASC Force”).
Consulting and an investment banker at Merrill Lynch. THOMAS A. HOUDEK has served as our Senior Vice President and Chief Financial Officer since September 2021. He previously served as our Vice President of Strategy and Financial Planning and Analysis from July 2019 until August 2021. From January 2019 to June 2019, Mr. Houdek served as Director of Strategy at KFC.
HOUDEK has served as our Senior Vice President and Chief Financial Officer since September 2021. He previously served as our Vice President of Strategy and Financial Planning and Analysis from July 2019 until August 2021. From January 2019 to June 2019, Mr. Houdek served as Director of Strategy at KFC. Prior to that, Mr.
We usually incur the most significant portion of preopening costs within the two-month period immediately preceding a restaurant’s opening. Preopening costs can fluctuate significantly from period to period, based on the number and timing of restaurant openings and the specific preopening costs incurred for each restaurant.
Our preopening expense averaged approximately $0.7 million per new restaurant in fiscal 2024. We usually incur the most significant portion of preopening costs within the two-month period immediately preceding a restaurant’s opening. Preopening costs can fluctuate significantly from period to period, based on the number and timing of restaurant openings and the specific preopening costs incurred for each restaurant.
Krakower was employed by House of Blues Entertainment, Inc., an operator of restaurant and music venues, concerts and media properties, where he served as Senior Director of Information Systems and Technology from 1997 to 2003. AMY B. KRALLMAN has served as our Executive Vice President and Chief People Officer since October 2022. Prior to joining the Company, Ms.
Prior to that, Mr. Krakower was employed by House of Blues Entertainment, Inc., an operator of restaurant and music venues, concerts and media properties, where he served as Senior Director of Information Systems and Technology from 1997 to 2003. GREGORY S. LYNDS has served as our Executive Vice President and Chief Development Officer since October 2007.
Pinsak was employed by Wood Ranch BBQ & Grill, where he served as Director of Operations. From July 1987 to October 2000, Mr. Pinsak was employed by Brinker International, Inc., where his last position was Area Director of the Chili’s Grill & Bar concept. ALEXANDER M. PUCHNER has been the Senior Vice President of Brewing Operations since 1996.
Pinsak was employed by Wood Ranch BBQ & Grill, where he served as Director of Operations. From July 1987 to October 2000, Mr. Pinsak was employed by Brinker International, Inc., where his last position was Area Director of the Chili’s Grill & Bar concept. THOMAS A.
HUMAN CAPITAL As of January 2, 2024, we employed approximately 21,000 team members at our 216 restaurants.
HUMAN CAPITAL As of December 31, 2024, we employed approximately 21,000 team members at our 218 restaurants.
Electronic copies of our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K are available, free of charge, by visiting the “Investors” section of our website. These reports are posted as soon as practical after they are electronically filed with the SEC.
Electronic copies of our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K are available, free of charge, by visiting the “Investors” section of our website.
More information on our environmental stewardship efforts is available on our website at: https://investors.bjsrestaurants.com/governance/governance-documents/default.aspx Information About Our Executive Officers The following table sets forth certain information concerning our executive officers and other members of the executive leadership team as of February 27, 2024: Name Age Position Gregory S. Levin 56 Chief Executive Officer, President and Director Brian S.
More information on our environmental stewardship efforts is available on our website at: https://investors.bjsrestaurants.com/governance/governance-documents/default.aspx EXECUTIVE OFFICERS The following table sets forth certain information concerning our executive officers and other members of the executive leadership team as of February 26, 2025: Name Age Position C. Bradford Richmond 66 Interim Chief Executive Officer and Director Lyle D.
Production planning and quality control are monitored by our corporate brewing operations department which is led by our Senior Vice President of Brewing Operations. We currently believe a combination of internal brewing and larger-scale independent third-party brewing represents the optimal production method for our craft beers as we continue the national expansion of our restaurants.
We currently believe a combination of internal brewing and larger-scale independent third-party brewing represents the optimal production method for our craft beers as we continue the national expansion of our restaurants.
Holidays (and shifts in the holiday calendar) and severe weather including hurricanes, tornadoes, 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.
SEASONALITY AND ADVERSE WEATHER 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, tornadoes, thunderstorms, snow and ice storms, prolonged extreme temperatures and similar conditions may impact restaurant sales volumes in some of the markets where we operate.
The preopening expense for one of our restaurants usually includes costs to compensate an average of six to eight restaurant management team members prior to opening; costs to recruit and train an average of 150 hourly restaurant team members; wages, travel and lodging costs for our opening training team and other support team members; costs to practice service activities; and straight-line minimum base rent during the construction and in-restaurant training period. 8 Our preopening expense averaged approximately $0.6 million per new restaurant in fiscal 2023, which remains approximately $0.2 million higher than pre-pandemic averages due to increased costs from inflationary pressures, including costs of labor and commodities.
The preopening expense for one of our restaurants usually includes costs to compensate an average of six to eight restaurant management team members prior to opening; costs to recruit and train an average of 150 hourly restaurant team members; wages, travel and lodging costs for our opening training team and other support team members; costs to practice service activities; and straight-line minimum base rent during the construction and in-restaurant training period.
Additionally, we use a variety of higher quality guest touchpoints, including distinctive glassware to fit the beer or beverage style and linen napkins not generally found in “mass-market” casual dining.
Additionally, we use a variety of higher quality guest touchpoints, including distinctive glassware to fit the beer or beverage style and linen napkins not generally found in “mass-market” full-service restaurants. In 2022, we started a remodel initiative to ensure that our restaurants maintain their contemporary look and feel.
We generally target our new restaurants to achieve average annual sales at maturity of $6.5 million to $7.0 million and an average “four wall” estimated operating cash flow margin in the range of 15% to 20% after all occupancy expenses.
We generally target our new restaurants to achieve average annual sales at maturity of at least $6.5 million and an average “four wall” estimated operating cash flow margin in the range of 15% to 20% after all occupancy expenses. It is common for full-service restaurant locations to initially open with sales volumes well in excess of their sustainable run-rate levels.
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. 9 INFORMATION SYSTEMS We continue to focus on providing our operators with best-in-class, intuitive, secure technology that is tailored to our business so they can provide unsurpassed hospitality to our guests and our team members in a productive and efficient manner.
INFORMATION SYSTEMS We continue to focus on providing our operators with best-in-class, intuitive, secure technology that is tailored to our business so they can provide unsurpassed hospitality to our guests and our team members in a productive and efficient manner.
We believe, however, that our ability to offer higher quality food and beverages at moderate prices with superior service in a distinctive dining environment provides us with the opportunity to capture additional market share in the casual dining segment. 10 FOOD QUALITY AND SAFETY Our revenues can be substantially affected by adverse publicity resulting from food quality, illness, or health and safety concerns if incidents occur at our restaurants, as well as if incidents occur at our competitors’ restaurants.
We believe, however, that our ability to offer higher quality food and beverages at moderate prices with superior service in a distinctive dining environment provides us with the opportunity to capture additional market share in the full-service segment.
Quarterly results have been and will continue to be significantly impacted by the timing of new restaurant openings and their associated restaurant opening expenses.
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.
We have remodeled 45 of our older restaurants during the last two years and intend to continue our remodel plan to ensure that our restaurants maintain their contemporary feel. • Broad and Distinctive Menu – BJ’s culinary and menu strategy centers around serving guests Familiar made Brewhouse Fabulous – food and beverage items that are familiar and favorite, yet adds a brewhouse twist that makes it unique, differentiated and special.
To date, we have remodeled approximately 70 of our older restaurants, and we plan to continue remodeling selected restaurants in 2025. • Broad and Distinctive Menu – BJ’s culinary and menu strategy centers around serving guests craveable food and beverage items that are familiar, yet add a brewhouse twist that makes them unique and differentiated.
It is common in the casual dining industry for many new locations to initially open with sales volumes well in excess of their sustainable run-rate levels. Given this initial “honeymoon” sales period, it may take up to three years until a new restaurant’s sales eventually settle at a more predictable and sustainable level.
Given this initial “honeymoon” sales period, it may take up to three years until a new restaurant’s sales eventually 7 settle at a more predictable and sustainable level.
We seek to secure high-quality, high-profile locations for our “casual plus” restaurants, which we believe have the ability to draw guests from a larger area than most “mass market” casual dining chain restaurants.
RESTAURANT SITE SELECTION AND EXPANSION OBJECTIVES We are constantly evaluating ways to reduce construction costs and to further enhance unit productivity and efficiency. We seek to secure high-quality, high-profile locations for our restaurants, which we believe have the ability to draw guests from a larger area than most “mass market” full-service chain restaurants.
We developed a new smaller prototype that we will be constructing later in fiscal 2024. This new prototype averages 7,200 square feet, maintains the same number of guest seats, features an improved bar statement, better hospitality and speed, more efficient labor as well as other restaurant expenses and a lower investment cost.
We are developing a new smaller prototype for future restaurant development. This new prototype is expected to maintain a similar number of guest seats, feature an improved bar statement, better hospitality and speed, more efficient labor as well as other restaurant expenses and a lower investment cost.
Earlier in his career he served as an investment banker with Deutsche Bank Securities and CIBC World Markets. CHRISTOPHER P. PINSAK has served as our Senior Vice President of Operations since January 2010. Prior to this responsibility, he served as our Regional Vice President of Operations from November 2004 to December 2009. From November 2000 to October 2004, Mr.
PINSAK has served as our Executive Vice President and Chief Restaurant Operations Officer since September 2024. He previously served as our Senior Vice President of Operations from January 2010 until September 2024. Prior to that, he served as our Regional Vice President of Operations from November 2004 to December 2009. From November 2000 to October 2004, Mr.
Houdek 43 Senior Vice President and Chief Financial Officer Christopher P. Pinsak 59 Senior Vice President, Operations Alexander M. Puchner 62 Senior Vice President, Brewing Operations GREGORY S. LEVIN has served as our Chief Executive Officer, President and as a member of our Board of Directors since September 2021.
Houdek 44 Senior Vice President and Chief Financial Officer Alexander M. Puchner 63 Senior Vice President, Brewing Operations C. BRADFORD RICHMOND has served as our Interim Chief Executive Officer since August 2024, and as a member of our Board of Directors since February 2024. From 2006 to 2015, Mr. Richmond served as Chief Financial Officer of Darden Restaurants, Inc.
Krakower 53 Executive Vice President and Chief Information Officer Amy B. Krallman 57 Executive Vice President and Chief People Officer 5 Gregory S. Lynds 62 Executive Vice President and Chief Development Officer Kendra D. Miller 49 Executive Vice President, General Counsel and Corporate Secretary Putnam K. Shin 45 Executive Vice President and Chief Growth and Innovation Officer Thomas A.
Tick 49 President and Chief Concept Officer Brian S. Krakower 54 Executive Vice President and Chief Information Officer Gregory S. Lynds 63 Executive Vice President and Chief Development Officer Kendra D. Miller 50 Executive Vice President, General Counsel and Corporate Secretary Christopher P. Pinsak 60 Executive Vice President and Chief Restaurant Operating Officer Thomas A.
Our restaurant management training program is led by our Vice President of Talent Acquisition and Development and is closely monitored by our field supervision team.
Our new restaurant managers undergo a rigorous 10-week advanced management training program, covering every facet of restaurant operations, from hospitality to business acumen. This program is directed by our Vice President of Talent Acquisition and Development and supported by our field supervision team.
Puchner has been a nationally certified beer judge since 1990. RESTAURANT OPERATIONS Based on internal and publicly available data, we believe our restaurants, on average, generate high guest traffic per square foot compared to many other casual dining concepts.
From 1988 to 1993, Mr. Puchner served as a product manager for Aviva Sports/Mattel, Inc. and as a marketing research manager for Mattel, Inc. Mr. Puchner has been a nationally certified beer judge since 1990. RESTAURANT OPERATIONS At BJ’s, we take pride in our ability to generate exceptional guest traffic per square foot, compared to many other full-service concepts.
Each of our restaurants typically employs approximately 100 hourly team members, many of whom work part-time.
Complementing this leadership is our kitchen operations team, led by the Vice President of Culinary and Kitchen Operations, and our Senior Vice President of Culinary and Kitchen Operations, who champion food quality, safety, and kitchen efficiency while coaching and mentoring our culinary leaders. Each of our restaurants typically employs approximately 100 hourly team members, many of whom work part-time.
In addition to overseeing the daily operations of our restaurants, our Senior Vice President of Operations also oversees facility management, restaurant openings and integrating our operating strategy and initiatives into our restaurants.
At the helm is our 6 Executive Vice President and Chief Restaurant Operations Officer, who oversees restaurant operations, facility management, new openings, and the integration of strategic initiatives.
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Our managerial leadership training includes coursework on creating a respectful and non-discriminatory workplace, identifying and eliminating bias, and promoting fair and equitable hiring.
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The initiative has several different remodel iterations depending on the age and condition of the restaurant.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeGeneral Risk Factors Any inability to access sources of capital and/or to raise capital in the future on favorable terms may adversely affect our business and results of operations. There can be no guarantee that additional financing will be readily available or available on favorable terms, or at all.
Biggest changeThere can be no guarantee that additional financing will be readily available or available on favorable terms, or at all. The unavailability of financing when needed may adversely affect our growth and other plans, as well as our financial condition.
Moreover, negative publicity resulting from poor food quality, illness, injury, food tampering or other health concerns, whether related to one of our restaurants, to the restaurant industry, or to the beef, seafood, poultry or produce industries (such as negative publicity concerning the accumulation of carcinogens in seafood, e-coli, hepatitis A, Avian Flu, listeria, salmonella, and other food-borne illnesses), or operating problems related to one or more of our restaurants, may adversely affect sales for all of our restaurants and make our brand and menu offerings less appealing to consumers.
Moreover, negative publicity resulting from poor food quality, illness, injury, food tampering or other health concerns, whether related to one of our restaurants, to the restaurant industry, or to the beef, seafood, poultry or produce industries (such as negative publicity concerning the accumulation of carcinogens in seafood, e-coli, hepatitis A, Avian Flu, listeria, salmonella, and other food-borne illnesses), or operating 13 problems related to one or more of our restaurants, may adversely affect sales for all of our restaurants and make our brand and menu offerings less appealing to consumers.
If our distributors, suppliers and independent third-party brewers cease doing business with us, or cannot make a scheduled delivery to us, or are unable to obtain credit in a tightened credit market or experience other issues, we may experience 17 short-term product supply shortages in some or all of our restaurants and may be required to purchase food, beer and beverage products from alternate suppliers at higher prices.
If our distributors, suppliers and independent third-party brewers cease doing business with us, or cannot make a scheduled delivery to us, or are unable to obtain credit in a tightened credit market or experience other issues, we may experience short-term product supply shortages in some or all of our restaurants and may be required to purchase food, beer and beverage products from alternate suppliers at higher prices.
The availability and prices of food commodities are also influenced by energy prices, droughts, animal-related diseases, natural disasters, the relationship of the dollar to other currencies, government regulated tariffs and other issues. Virtually all commodities purchased and used in the restaurant industry (meats, grains, oils, dairy products, and energy) have varying amounts of inherent price volatility associated with them.
The availability and prices of food commodities are also influenced by energy prices, 16 droughts, animal-related diseases, natural disasters, the relationship of the dollar to other currencies, government regulated tariffs and other issues. Virtually all commodities purchased and used in the restaurant industry (meats, grains, oils, dairy products, and energy) have varying amounts of inherent price volatility associated with them.
Any adverse changes in the cost of food, brewing commodities and other materials, including cost increases caused by inflation, or global conflicts may adversely affect our operating results. Our supply chain department negotiates prices for all of our ingredients and supplies through contracts, spot market purchases or commodity pricing formulas.
Any adverse changes in the cost of food, brewing commodities and other materials, including cost increases caused by inflation, tariffs, or global conflicts may adversely affect our operating results. Our supply chain department negotiates prices for all of our ingredients and supplies through contracts, spot market purchases or commodity pricing formulas.
We depend in large part on a high volume of visitors to these centers to attract guests to our restaurants. E-commerce or online shopping continues to increase and negatively impact consumer traffic at traditional “brick and mortar” retail sites located in regional malls, lifestyle centers, “big box” shopping centers and entertainment centers.
We depend in large part on a high volume of visitors to these centers to attract guests to our restaurants. E-commerce or online shopping continues to increase and negatively impact consumer traffic at 14 traditional “brick and mortar” retail sites located in regional malls, lifestyle centers, “big box” shopping centers and entertainment centers.
Cybersecurity incidents or other unauthorized access to systems may result in disruption to our operations, corruption or theft of critical data, confidential information or intellectual property. As reliance on technology continues to grow and more business activities have shifted online, the risk associated with any cybersecurity incidents have grown.
Cybersecurity incidents or other unauthorized access to systems may result in disruption to our operations, corruption or theft of critical data, confidential information or intellectual property. As reliance on technology continues to grow and more business activities have shifted online, the risk associated with any cybersecurity incidents has grown.
Any of the foregoing events may result in physical damage, temporary or permanent closure, lack of an adequate work force, or temporary or long-term disruption in the supply of food, beverages, electric, water, sewer and waste disposal services necessary for our restaurants or Restaurant Support Center to operate.
Any of the foregoing events may result in physical damage, temporary or permanent 17 closure, lack of an adequate work force, or temporary or long-term disruption in the supply of food, beverages, electric, water, sewer and waste disposal services necessary for our restaurants or Restaurant Support Center to operate.
Our senior executives have been instrumental in setting our strategic direction, operating our business, identifying, 16 recruiting and training key personnel, identifying expansion opportunities and arranging necessary financing. Losing the services of any of these individuals may materially adversely affect our business until a suitable replacement is found.
Our senior executives have been instrumental in setting our strategic direction, operating our business, identifying, recruiting and training key personnel, identifying expansion opportunities and arranging necessary financing. Losing the services of any of these individuals may materially adversely affect our business until a suitable replacement is found.
Any such changes in interpretation may adversely impact our current model of brewing beer or 19 supplying beer, or both, to our restaurants in that state, and may also cause us to lose, either temporarily or permanently, the licenses, permits and registrations necessary to conduct our restaurant operations, and subject us to fines and penalties.
Any such changes in interpretation may adversely impact our current model of brewing beer or supplying beer, or both, to our restaurants in that state, and may also cause us to lose, either temporarily or permanently, the licenses, permits and registrations necessary to conduct our restaurant operations, and subject us to fines and penalties.
Any decrease in guest traffic or the average expenditure per guest will negatively impact our financial results, since reduced sales result in the deleveraging of the fixed and semi-fixed costs in our operations and thereby cause downward pressure on our 14 operating profits and margins.
Any decrease in guest traffic or the average expenditure per guest will negatively impact our financial results, since reduced sales result in the deleveraging of the fixed and semi-fixed costs in our operations and thereby cause downward pressure on our operating profits and margins.
We cannot predict whether we will be able to anticipate and react to changing food and supply costs or safety incidents by adjusting our purchasing practices. s. We also have a single or a limited number of suppliers for certain of our commodity and supply items.
We cannot predict whether we will be able to anticipate and react to changing food and supply costs or safety incidents by adjusting our purchasing practices. We also have a single or a limited number of suppliers for certain of our commodity and supply items.
Cybersecurity breaches also could result in a violation of applicable privacy and other laws, and subject us to private consumer, business partner, or securities litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability.
Cybersecurity breaches also could result in a violation of applicable privacy and other laws, and subject us to private consumer, business partner, or securities litigation and governmental investigations and proceedings, any of which could result in our 19 exposure to material civil or criminal liability.
While we, and our third-party vendors, have implemented security systems and infrastructure to prevent, detect, and/or mitigate the risk of unauthorized access to technology systems or platforms, there can be no assurance that these measures will be effective.
While we, and our 18 third-party vendors, have implemented security systems and infrastructure to prevent, detect, and/or mitigate the risk of unauthorized access to technology systems or platforms, there can be no assurance that these measures will be effective.
On the other hand, there is a risk that a portion of the sales of existing restaurants in the market may transfer to newly opened restaurants in the same market, resulting in negative pressure on our overall comparable restaurant sales metric.
On the other hand, there is a risk that a portion of the sales of existing restaurants in the market may transfer to 15 newly opened restaurants in the same market, resulting in negative pressure on our overall comparable restaurant sales metric.
Compliance with these laws and regulations can increase our exposure to litigation or governmental investigations or proceedings. 20 We may become party to legal proceedings which could have a material adverse effect on our business.
Compliance with these laws and regulations can increase our exposure to litigation or governmental investigations or proceedings. We may become party to legal proceedings which could have a material adverse effect on our business.
Our ability to efficiently 18 manage our business depends significantly on the reliability and capacity of our in-house information systems and those technology services and systems that we contract from third parties.
Our ability to efficiently manage our business depends significantly on the reliability and capacity of our in-house information systems and those technology services and systems that we contract from third parties.
Our business is subject to large number of federal, state, and laws and regulations, including those relating to: • the production, distribution and sale of alcoholic beverages; • employment practices and working conditions, including, among others, minimum wage and other wage and benefit requirements, overtime pay, meal and rest breaks, predictive scheduling, paid leave requirements, work eligibility requirements, team member classification as exempt/non-exempt for overtime and other purposes, immigration status, workplace safety, discrimination, and harassment; • public accommodations and safety conditions, including the Americans with Disabilities Act and similar state laws that give protections to individuals with disabilities in the context of employment, public accommodations, and other areas; • environmental matters, such as emissions and air quality, water consumption, and the discharge, storage, handling, release, and disposal of hazardous or toxic substances; • preparation, sale and labeling of food, including regulations of the Food and Drug Administration, including those relating to inspections and food recalls, menu labeling and nutritional content; • data privacy laws and standards for the protection of personal information, including social security numbers, financial information (including credit card numbers), and health information, and payment card industry standards and requirements; • building and zoning requirements, including state and local licensing and regulation governing the design and operation of facilities and land use, • health, sanitation, safety and fire standards; and • public company compliance, disclosure and governance matters, including accounting regulations, SEC and NASDAQ disclosure requirements.
Our business is subject to large number of federal, state, and laws and regulations, including those relating to: • the production, distribution and sale of alcoholic beverages; • employment practices and working conditions, including, among others, minimum wage and other wage and benefit requirements, overtime pay, meal and rest breaks, predictive scheduling, paid leave requirements, work eligibility requirements, team member classification as exempt/non-exempt for overtime and other purposes, immigration status, workplace safety, discrimination, and harassment; • public accommodations and safety conditions, including the Americans with Disabilities Act and similar state laws that give protections to individuals with disabilities in the context of employment, public accommodations, and other areas; • environmental matters, such as emissions and air quality, water consumption, and the discharge, storage, handling, release, and disposal of hazardous or toxic substances; • preparation, sale and labeling of food, including regulations of the Food and Drug Administration, including those relating to inspections and food recalls, menu labeling and nutritional content; • data privacy laws and standards for the protection of personal information, including social security numbers, financial information (including credit card numbers), and health information, and payment card industry standards and requirements; • building and zoning requirements, including state and local licensing and regulation governing the design and operation of facilities and land use, • health, sanitation, safety and fire standards; and • public company compliance, disclosure and governance matters, including accounting regulations, Securities and Exchange Commission (“SEC”) and NASDAQ disclosure requirements.
In addition to other casual dining restaurants, we face competition from an array of food-away-from-home alternatives, including fast casual restaurants, single-serve operations, quick-service restaurants and the trend toward convergence in grocery, deli and restaurant services, particularly in the supermarket industry which offers “convenient meals” in the form of improved entrées and side dishes from the deli section.
In addition to other full-service restaurants, we face competition from an array of food-away-from-home alternatives, including fast casual restaurants, single-serve operations, quick-service restaurants and the trend toward convergence in grocery, deli and restaurant services, particularly in the supermarket industry which offers “convenient meals” in the form of improved entrées and side dishes from the deli section.
Those fluctuations may be based on various factors, including the following: • actual or anticipated fluctuations in comparable restaurant sales or operating results, whether in our operations or in those of our competitors; • changes in financial estimates or opinions by research analysts, either with respect to us or other casual dining companies; • any failure to meet investor or analyst expectations, particularly with respect to total restaurant operating weeks, number of restaurant openings, comparable restaurant sales, average weekly sales per restaurant, total revenues, operating margins and net income per share; • the public’s reaction to our press releases, other public announcements and our filings with the SEC; • actual or anticipated changes in domestic or worldwide economic, political or market conditions, such as recessions or international currency fluctuations; • changes in the consumer spending environment; • terrorist acts; • union organization; • changes in laws or regulations, or new interpretations or applications of laws and regulations, which are applicable to our business; • changes in accounting standards, policies, guidance, interpretations or principles; • short sales, hedging and other derivative transactions in the shares of our common stock; • future sales or issuances of our common stock, including sales or issuances by us, our directors or executive officers and our significant shareholders; • our dividend policy; • changes in the market valuations of other restaurant companies; • actions by shareholders, including actions of activist investors or unsolicited takeover proposals; 21 • various market factors or perceived market factors, including rumors, involving us, our suppliers and distributors, whether accurate or not; • announcements by us or our competitors of new locations, menu items, technological advances, significant acquisitions, strategic partnerships, divestitures, joint ventures or other strategic initiatives; • the addition or loss of a key member of management; and • changes in the costs or availability of key inputs to our operations.
Those fluctuations may be based on various factors, including the following: • actual or anticipated fluctuations in comparable restaurant sales or operating results, whether in our operations or in those of our competitors; • changes in financial estimates or opinions by research analysts, either with respect to us or other full-service restaurant companies; • any failure to meet investor or analyst expectations, particularly with respect to total restaurant operating weeks, number of restaurant openings, comparable restaurant sales, average weekly sales per restaurant, total revenues, operating profit and net income per share; • the public’s reaction to our press releases, other public announcements and our filings with the SEC; • actual or anticipated changes in domestic or worldwide economic, political or market conditions, such as recessions or international currency fluctuations; • changes in the consumer spending environment; • terrorist acts; • union organization; • changes in laws or regulations, or new interpretations or applications of laws and regulations, which are applicable to our business; • changes in accounting standards, policies, guidance, interpretations or principles; • short sales, hedging and other derivative transactions in the shares of our common stock; • future sales or issuances of our common stock, including sales or issuances by us, our directors or executive officers and our significant shareholders; • our dividend policy; • changes in the market valuations of other restaurant companies; • actions by shareholders, including actions of activist investors or unsolicited takeover proposals; • various market factors or perceived market factors, including rumors, involving us, our suppliers and distributors, whether accurate or not; • announcements by us or our competitors of new locations, menu items, technological advances, significant acquisitions, strategic partnerships, divestitures, joint ventures or other strategic initiatives; • the addition or loss of a key member of management; and • changes in the costs or availability of key inputs to our operations.
However, there is no guarantee that our menu price increases will be accepted by our guests. If our costs increase, our operating margins and results of operations will be adversely affected if we are unable to increase our menu prices to offset such increased costs or if our increased menu prices result in less guest traffic.
However, there is no guarantee that our menu price increases will be accepted by our guests. If our costs increase, our operating profit and results of operations will be adversely affected if we are unable to increase our menu prices to offset such increased costs or if our increased menu prices result in less guest traffic.
Negative publicity about us, our restaurants, other restaurants, or others across the food supply chain, due to food borne illness or for other reasons, whether or not accurate, may adversely affect the reputation and popularity of our restaurants and our results of operations. The good reputation of our restaurants is a key factor to the success of our business.
Negative publicity about us, our restaurants, other restaurants, or others across the food supply chain, due to foodborne illness or for other reasons, whether or not accurate, may adversely affect the reputation and popularity of our restaurants and our results of operations. The good reputation of our restaurants is a key factor to the success of our business.
The overall cost environment for food commodities can be volatile primarily due to domestic and worldwide agricultural supply/demand and other macroeconomic factors that are outside of our control, including recent inflationary trends, military, and geopolitical conflicts.
The overall cost environment for food commodities can be volatile primarily due to domestic and worldwide agricultural supply/demand and other macroeconomic factors that are outside of our control, including recent inflationary trends, military, trade disputes, and geopolitical conflicts.
These actions and proceedings may involve allegations of illegal, unfair or inconsistent employment practices, including wage and hour violations and employment discrimination; guest discrimination; food safety issues including poor food quality, food-borne illness, food tampering, food contamination, and adverse health effects from consumption of various food products or high-calorie foods (including obesity); other personal injury; violation of “dram-shop” laws (providing an injured party with recourse against an establishment that serves alcoholic beverages to an intoxicated party who then causes injury to himself or a third-party); trademark or patent infringement; violation of the federal securities laws; or other concerns.
These actions and proceedings may involve allegations of illegal, unfair or inconsistent employment practices, including wage and hour violations and employment discrimination; guest discrimination; food safety issues including poor food quality, food-borne illness, food tampering, food contamination, and adverse health effects from consumption of various food products or high-calorie foods (including obesity); other personal injury; violation of “dram-shop” laws (providing an injured party with recourse against an establishment that serves alcoholic beverages to an intoxicated party who then causes injury to himself or a third-party); trademark or patent infringement; violation of the federal securities laws; disputes with landlords under our leases; or other concerns.
We continue to make significant investments in technology, third-party services and personnel to develop and implement systems and processes that are designed to anticipate cyber-attacks and to prevent or minimize breaches of our information technology systems or data loss, but these security measures cannot provide assurance that we will be successful in preventing such breaches or data loss.
We continue to make significant investments in technology, third-party services and personnel to develop and implement systems and processes that are designed to anticipate cyberattacks and to prevent or minimize breaches of our information technology systems or data loss, but these security measures cannot provide assurance that we will be successful in preventing such breaches or data loss.
Our electronic information systems, including our back-up systems, and those of our third-party providers, are subject to damage or interruption from power outages, cyber-attacks, computer and telecommunications failures, computer viruses, internal or external security breaches, catastrophic events such as fires, earthquakes, tornadoes and hurricanes, and/or errors by our team members.
Our electronic information systems, including our back-up systems, and those of our third-party providers, are subject to damage or interruption from power outages, cyberattacks, computer and telecommunications failures, computer viruses, use of artificial intelligence, “phishing” attacks, ransomware, malware, internal or external security breaches, catastrophic events such as fires, earthquakes, tornadoes and hurricanes, and/or errors by our team members.
The market price of our common stock may be volatile, and our shareholders may lose all or part of their investment. The market price of our common stock may fluctuate significantly, and our shareholders may not be able to resell their shares at or above the price they paid for them.
The market price of our common stock may fluctuate significantly, and our shareholders may not be able to resell their shares at or above the price they paid for them.
Furthermore, various factors beyond our control, including adverse weather conditions and governmental regulations, as well as increased public concern over food safety standards and local and state governmental requirements, could materially harm our business and may also cause our food and supply costs to increase.
Furthermore, various factors beyond our control, including adverse weather conditions and governmental regulations, the imposition of tariffs on commodities and other goods in our supply chain, as well as increased public concern over food safety standards and local and state governmental requirements, could materially harm our business and may also cause our food and supply costs to increase.
In addition, if other restaurants are able to promote and deliver a higher degree of perceived value through heavy discounting or other methods, our guest traffic levels may suffer, which would adversely impact our revenues and profitability. 13 Our inability or failure to successfully and sufficiently raise menu prices to offset rising costs and expenses may adversely affect guest traffic and our results of operations.
In addition, if other restaurants are able to promote and deliver a higher degree of perceived value through heavy discounting or other methods, our guest traffic levels may suffer, which would adversely impact our revenues and profitability.
Litigation of any nature may be expensive to defend, may adversely affect our reputation and the reputation of our restaurants, and may divert money and management’s attention from our operations and adversely affect our financial condition and results of operations.
Litigation of any nature may be expensive to defend, may adversely affect our reputation and the reputation of our restaurants, and may divert money and management’s attention from our operations and adversely affect our financial condition and results of operations. 20 General Risk Factors Any inability to access sources of capital and/or to raise capital in the future on favorable terms may adversely affect our business and results of operations.
The unavailability of financing when needed may adversely affect our growth and other plans, as well as our financial condition. Even if available, additional financing may involve significant cash payment obligations, covenants and financial ratios that restrict our ability to operate and grow our business and would cause us to incur additional interest expense and financing costs.
Even if available, additional financing may involve significant cash payment obligations, covenants and financial ratios that restrict our ability to operate and grow our business and would cause us to incur additional interest expense and financing costs. The market price of our common stock may be volatile, and our shareholders may lose all or part of their investment.
The dissemination of information online regarding our Company or our restaurants, together with any resulting negative publicity, may harm our business, prospects, financial condition and results of operations, regardless of the information’s accuracy. 15 As part of our marketing efforts, we use a variety of digital platforms including search engines, mobile, online videos and social media platforms such as Facebook®, Twitter®, Instagram® and TikTok® to attract and retain guests.
As part of our marketing efforts, we use a variety of digital platforms including search engines, mobile, online videos and social media platforms such as Facebook®, X Corp.®, Instagram® and TikTok® to attract and retain guests.
Consumers value readily available information concerning goods and services that they have or plan to purchase and may act on such information without further investigation or authentication.
Consumers value readily available information concerning goods and services that they have or plan to purchase and may act on such information without further investigation or authentication. The dissemination of information online regarding our Company or our restaurants, together with any resulting negative publicity, may harm our business, prospects, financial condition and results of operations, regardless of the information’s accuracy.
Removed
As reliance on technology continues to grow and more business activities have shifted online, the risk associated with any cybersecurity incidents have grown.
Added
Our inability or failure to successfully and sufficiently raise menu prices to offset rising costs and expenses may adversely affect guest traffic and our results of operations.
Removed
The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The cost to defend litigation may be significant.
Removed
There may also be adverse publicity associated with litigation that may decrease guest acceptance of our brands, regardless of whether the allegations are valid, or we ultimately are found liable. Litigation may impact our operations in other ways as well. Allegations of illegal, unfair or inconsistent employment practices, for example, may adversely affect team member acquisition and retention.
Removed
Also, some employment related claims in the area of wage and hour disputes are not insurable risks. We also are subject to claims and disputes from landlords under our leases, which may lead to litigation or a threatened or actual lease termination.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe have independent third-party cybersecurity audits conducted no less than annually, following the standard set by the National Institute of Standards and Technology. We also have third-party security reviews and testing of our network, processes and systems conducted on a regular basis.
Biggest changeWe have independent third-party cybersecurity audits conducted no less than annually, following a framework modeled after the National Institute of Standards and Technology standard. We also have third-party security reviews and testing of our network, processes and systems conducted on a regular basis .
The Audit Committee and the full Board focus on the material risks facing us, including operational, technology and cybersecurity, reputational, market, credit, liquidity and legal risks, to assess whether management has reasonable controls in place to address these risks. 22 Our cybersecurity risk management and strategy processes are led by our Chief Information Officer and our Director of Cybersecurity and Infrastructure.
The Audit Committee and the full Board focus on the material risks facing us, including operational, technology and cybersecurity, reputational, market, credit, liquidity and legal risks, to assess whether management has reasonable controls in place to address these risks. Our cybersecurity risk management and strategy processes are led by our Chief Information Officer and our Director of Cybersecurity and Infrastructure.
Our information is processed, transmitted, and stored in a secure environment using hardened, proven enterprise grade technologies to protect both our data and the physical computing assets.
Our information is processed, transmitted, and stored in a secure environment using hardened, proven enterprise-grade technologies to protect both our data and the physical computing 21 assets.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePR OPERTIES RESTAURANT LOCATIONS As of February 27, 2024, we owned and operated a total of 216 restaurants located in the following 30 states: Number of Restaurants Alabama 2 Arizona 7 Arkansas 2 California 59 Colorado 6 Connecticut 1 Florida 22 Illinois 1 Indiana 7 Kansas 1 Kentucky 3 Louisiana 3 Maryland 5 Massachusetts 2 Michigan 5 Nevada 7 New Jersey 2 New Mexico 2 New York 4 North Carolina 3 Ohio 13 Oklahoma 4 Oregon 2 Pennsylvania 4 Rhode Island 1 South Carolina 1 Tennessee 1 Texas 36 Virginia 6 Washington 4 216 All of our 216 existing restaurants are located on leased properties, with interior square footage primarily ranging between 7,000 to 8,500 square feet.
Biggest changePR OPERTIES RESTAURANT LOCATIONS As of February 26, 2025, we owned and operated a total of 218 restaurants located in the following 31 states: 22 Number of Restaurants Alabama 2 Arizona 7 Arkansas 2 California 59 Colorado 6 Connecticut 1 Florida 22 Illinois 1 Indiana 7 Kansas 1 Kentucky 3 Louisiana 3 Maryland 5 Massachusetts 2 Michigan 5 Nevada 7 New Jersey 2 New Mexico 2 New York 4 North Carolina 3 Ohio 13 Oklahoma 4 Oregon 2 Pennsylvania 4 Rhode Island 1 South Carolina 1 Tennessee 1 Texas 37 Virginia 6 Washington 4 Wisconsin 1 218 All of our 218 existing restaurants are located on leased properties, with interior square footage primarily ranging between 7,000 to 8,500 square feet.
We own substantially all of the equipment, furnishings and trade fixtures in our restaurants. Our Restaurant Support Center is located in an approximate 57,000 square foot leased space in Huntington Beach, California.
We own substantially all of the equipment, furnishings and trade fixtures in our restaurants. Our Restaurant Support Center is located in an approximate 57,000 square foot leased space in Huntington Beach, California. Our Restaurant Support Center lease expires July 31, 2030.
Our Restaurant Support Center lease expires July 31, 2030. 23 Additional information concerning our leased properties is included in Note 6 to the Consolidated Financial Statements appearing in Part II, Item 8 of this Annual Report on Form 10-K.
Additional information concerning our leased properties is included in Note 6 to the Consolidated Financial Statements appearing in Part II, Item 8 of this Annual Report on Form 10-K.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS See Note 7 of Notes to Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a summary of legal proceedings. ITEM 4. MINE SAFE TY DISCLOSURES Not applicable. PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS See Note 7 of Notes to Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a summary of legal proceedings. ITEM 4. MINE SAFE TY DISCLOSURES Not applicable. 23 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs a result, we currently have approximately $61.1 million available under our authorized $550 million share repurchase program. 25 The following table sets forth information with respect to the repurchase of common shares during fiscal 2023: 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 01/04/23 - 01/31/23 — $ — — $ — $ 22,053,808 02/01/23 - 02/28/23 — $ — — $ — $ 22,053,808 03/01/23 - 04/04/23 — $ — — $ — $ 22,053,808 04/05/23 - 05/02/23 — $ — — $ — $ 22,053,808 05/03/23 - 05/30/23 — $ — — $ — $ 22,053,808 05/31/23 - 07/04/23 — $ — — $ — $ 22,053,808 07/05/23 - 08/01/23 — $ — — $ — $ 22,053,808 08/02/23 - 08/29/23 — $ — — $ — $ 22,053,808 08/30/23 - 10/03/23 164,330 $ 26.17 164,330 $ — $ 17,753,738 10/04/23 - 10/24/23 179,359 $ 23.41 179,359 $ — $ 13,554,903 10/25/23 - 11/21/23 77,976 $ 29.49 77,976 $ — $ 11,255,257 11/22/23 - 01/02/24 6,150 $ 32.53 6,150 $ — $ 11,055,206 Total 427,815 427,815 (1) Period information is presented in accordance with our fiscal months during fiscal 2023.
Biggest changeRepurchases may be made at any time. 25 The following table sets forth information with respect to the repurchase of common shares during fiscal 2024: 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 01/03/24 - 01/30/24 — $ — — $ — $ 11,055,206 01/31/24 - 02/27/24 — $ — — $ 50,000,000 $ 61,055,206 02/28/24 - 04/02/24 — $ — — $ — $ 61,055,206 04/03/24 - 04/30/24 — $ — — $ — $ 61,055,206 05/01/24 - 05/28/24 86,960 $ 34.54 86,960 $ — $ 58,051,544 05/29/24 - 07/02/24 167,665 $ 34.78 167,665 $ — $ 52,220,358 07/03/24 - 07/30/24 — $ — — $ — $ 52,220,358 07/31/24 - 08/27/24 — $ — — $ — $ 52,220,358 08/28/24 - 10/01/24 268,312 $ 30.74 268,312 $ — $ 43,971,572 10/02/24 - 10/29/24 110,380 $ 33.56 110,380 $ — $ 40,267,184 10/30/24 - 11/26/24 67,164 $ 34.66 67,164 $ — $ 37,939,453 11/27/24 - 12/31/24 56,187 $ 35.76 56,187 $ — $ 35,930,111 Total 756,668 756,668 (1) Period information is presented in accordance with our fiscal months during fiscal 2024.
In the case of 5% or greater shareholders, we have not deemed such shareholders to be affiliates unless there are facts and circumstances which would indicate that such shareholders exercise any control over our Company, or unless they hold 10% or more of our outstanding common stock and are not qualified institutional investors or passive investors who have filed a Schedule 13G with respect to their ownership.
In the case of 5% or greater shareholders, we have not deemed such shareholders to be affiliates unless there are facts and circumstances which would indicate that such shareholders exercise any control over our Company, or unless they hold 10% or more of our outstanding common stock and are not qualified institutional investors or passive investors who have filed a Schedule 13G with respect to 24 their ownership.
As many of our shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders. STOCK-PERFORMANCE GRAPH The Company has elected to use the S&P 600 Restaurant Group index as its peer group for fiscal 2023.
As many of our shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders. STOCK-PERFORMANCE GRAPH The Company has elected to use the S&P 600 Restaurant Group index as its peer group for fiscal 2024.
The following chart compares the five-year cumulative total stock performance of our common stock, the S&P 600 Restaurant Group index and the S&P 500 index. The graph assumes that $100 was invested on December 31, 2018, in our common stock and in each of the indices and that all dividends were reinvested.
The following chart compares the five-year cumulative total stock performance of our common stock, the S&P 600 Restaurant Group index and the S&P 500 index. The graph assumes that $100 was invested on December 31, 2019, in our common stock and in each of the indices and that all dividends were reinvested.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHA REHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION Our common stock is traded on The NASDAQ Global Select Market under the symbol “BJRI.” As of February 27, 2024, we had approximately 134 shareholders of record.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHA REHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION Our common stock is traded on The NASDAQ Global Select Market under the symbol “BJRI.” As of February 24, 2025, we had approximately 132 shareholders of record.
The following table provides information about the shares of our common stock that may be issued upon exercise of awards as of January 2, 2024 (share numbers in thousands): Number of Securities to be Issued Upon Exercise of Outstanding Stock Options Weighted Average Exercise Price of Outstanding Stock Options Number of Securities Remaining Available for Future Issuance Under Stock-Based Compensation Plans Stock-based compensation plans approved by shareholders 867 $ 39.70 1,141 Stock-based compensation plans not approved by shareholders — — — Total 867 1,141 DIVIDEND POLICY AND STOCK REPURCHASES We currently do not pay any cash dividends.
The following table provides information about the shares of our common stock that may be issued upon exercise of awards as of December 31, 2024 (share numbers in thousands): Number of Securities to be Issued Upon Exercise of Outstanding Stock Options Weighted Average Exercise Price of Outstanding Stock Options Number of Securities Remaining Available for Future Issuance Under Stock-Based Compensation Plans Stock-based compensation plans approved by shareholders 933 $ 39.10 1,871 Stock-based compensation plans not approved by shareholders — — — Total 933 1,871 DIVIDEND POLICY AND STOCK REPURCHASES We currently do not pay any cash dividends.
The only cash dividends paid during fiscal 2023 were related to dividends declared prior to fiscal 2020, which vested under our stock-based compensation plans. As of January 2, 2024, we have cumulatively repurchased shares valued at approximately $488.9 million in accordance with our approved share repurchase plan since its inception in 2014.
The only cash dividends paid during fiscal 2024 were related to dividends declared prior to fiscal 2020, which vested under our stock-based compensation plans. As of December 31, 2024, we have cumulatively repurchased shares valued at approximately $514.1 million in accordance with our approved share repurchase plan since its inception in 2014.
STOCK-BASED COMPENSATION PLAN INFORMATION We have a shareholder approved stock-based compensation plan, the Equity Incentive Plan (as amended from time to time, “the Plan”), under which we may issue shares of our common stock to team members, officers, directors and consultants. Under the Plan, we have granted incentive stock options, non-qualified stock options and restricted stock units.
STOCK-BASED COMPENSATION PLAN INFORMATION We have a shareholder approved stock-based compensation plan, the 2024 Equity Incentive Plan (as amended from time to time, “the Plan”), under which we may issue shares of our common stock to team members, officers, directors and consultants.
The historical stock performance presented below is not intended to and may not be indicative of future stock performance. 24 CALCULATION OF AGGREGATE MARKET VALUE OF NON-AFFILIATE SHARES For purposes of calculating the aggregate market value of shares of our common stock held by non-affiliates as set forth on the cover page of this Annual Report on Form 10-K, we have assumed that all outstanding shares are held by non-affiliates, except for shares held by each of our executive officers, directors and 5% or greater shareholders.
CALCULATION OF AGGREGATE MARKET VALUE OF NON-AFFILIATE SHARES For purposes of calculating the aggregate market value of shares of our common stock held by non-affiliates as set forth on the cover page of this Annual Report on Form 10-K, we have assumed that all outstanding shares are held by non-affiliates, except for shares held by each of our executive officers, directors and 5% or greater shareholders.
The measurement points utilized in the graph consist of the last trading day in each calendar year, which closely approximates the last day of our respective fiscal year.
The measurement points utilized in the graph consist of the last trading day in each calendar year, which closely approximates the last day of our respective fiscal year. The historical stock performance presented below is not intended to and may not be indicative of future stock performance.
In February 2024, our Board of Directors approved an increase in our share repurchase program by $50 million.
Our Board of Directors approved a $50 million increase in our share repurchase program both in February 2024 and February 2025. Currently we have $82.5 million available under our authorized $600 million share repurchase program.
Removed
We repurchased shares valued at approximately $11.0 million during fiscal 2023. The share repurchases were executed through open market purchases, and future share repurchases may be completed through a combination of individually negotiated transactions, accelerated share buyback, and/or open market purchases. As of January 2, 2024, we had approximately $11.1 million available under our share repurchase plan.
Added
Under the Plan, we have granted incentive stock options, non-qualified stock options and service- and performance-based restricted stock units (“RSUs”). In Fiscal 2024, we also granted market-based RSUs.
Added
During fiscal 2024, we repurchased and retired approximately 757,000 shares of our common stock at an average price of $33.20 per share for approximately $25.1 million, which is recorded as a reduction in common stock, with any excess charged to retained earnings.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFiscal Year 2023 2022 2021 Revenues $ 1,333,229 100.0 % $ 1,283,926 100.0 % $ 1,087,038 100.0 % Restaurant operating costs (excluding depreciation and amortization): Cost of sales 346,569 26.0 349,645 27.2 288,110 26.5 Labor and benefits 491,314 36.9 483,367 37.6 401,408 36.9 Occupancy and operating 317,559 23.8 306,150 23.8 267,888 24.6 General and administrative 82,103 6.2 73,333 5.7 67,957 6.3 Depreciation and amortization 70,992 5.3 70,385 5.5 72,753 6.7 Restaurant opening 2,808 0.2 3,644 0.3 1,483 0.1 Loss on disposal and impairment of assets, net 8,125 0.6 6,200 0.5 3,946 0.4 Gain on lease transactions, net — — (3,318 ) (0.3 ) — — Total costs and expenses 1,319,470 99.0 1,289,406 100.4 1,103,545 101.5 Income (loss) from operations 13,759 1.0 (5,480 ) (0.4 ) (16,507 ) (1.5 ) Other (expense) income: Interest expense, net (4,915 ) (0.4 ) (2,888 ) (0.2 ) (5,002 ) (0.5 ) Other income, net 1,256 0.1 60 — 2,327 0.2 Total other expense (3,659 ) (0.3 ) (2,828 ) (0.2 ) (2,675 ) (0.2 ) Income (loss) before income taxes 10,100 0.8 (8,308 ) (0.6 ) (19,182 ) (1.8 ) Income tax benefit (9,560 ) (0.7 ) (12,384 ) (1.0 ) (15,576 ) (1.4 ) Net income (loss) $ 19,660 1.5 % $ 4,076 0.3 % $ (3,606 ) (0.3 )% 29 52 WEEKS ENDED JANUARY 2, 2024 (FISCAL 2023) COMPARED TO THE 53 WEEKS ENDED JANUARY 3, 2023 (FISCAL 2022) Revenues .
Biggest changeFiscal Year 2024 2023 2022 Revenues $ 1,357,302 100.0 % $ 1,333,229 100.0 % $ 1,283,926 100.0 % Restaurant operating costs (excluding depreciation and amortization): Cost of sales 350,560 25.8 346,569 26.0 349,645 27.2 Labor and benefits 495,466 36.5 491,314 36.9 483,367 37.6 Occupancy and operating 315,683 23.3 317,559 23.8 306,150 23.8 General and administrative 88,272 6.5 82,103 6.2 73,333 5.7 Depreciation and amortization 72,745 5.4 70,992 5.3 70,385 5.5 Restaurant opening 2,082 0.2 2,808 0.2 3,644 0.3 Loss on disposal and impairment of assets, net 18,414 1.4 8,125 0.6 6,200 0.5 Gain on lease transactions, net — — — — (3,318 ) (0.3 ) Total costs and expenses 1,343,222 99.0 1,319,470 99.0 1,289,406 100.4 Income (loss) from operations 14,080 1.0 13,759 1.0 (5,480 ) (0.4 ) Other (expense) income: Interest expense, net (5,484 ) (0.4 ) (4,915 ) (0.4 ) (2,888 ) (0.2 ) Other (expense) income, net (331 ) — 1,256 0.1 60 — Total other expense (5,815 ) (0.4 ) (3,659 ) (0.3 ) (2,828 ) (0.2 ) Income (loss) before income taxes 8,265 0.6 10,100 0.8 (8,308 ) (0.6 ) Income tax benefit (8,422 ) (0.6 ) (9,560 ) (0.7 ) (12,384 ) (1.0 ) Net income $ 16,687 1.2 % $ 19,660 1.5 % $ 4,076 0.3 % 52 WEEKS ENDED DECEMBER 31, 2024 (FISCAL 2024) COMPARED TO THE 52 WEEKS ENDED JANUARY 2, 2024 (FISCAL 2023) Revenues .
We continue to focus on sales building initiatives to create more guest loyalty, increase the frequency of guest visits, further build our off-premise sales channel, better optimize our menu sales mix and develop other incremental opportunities to allow guests to utilize BJ’s.
We continue to focus on sales building initiatives to create more guest loyalty, increase the frequency of guest visits, further build our off-premise sales channel, better optimize our menu sales mix and develop other incremental opportunities to allow guests 28 to utilize BJ’s.
In calculating comparable restaurant sales, we include a restaurant in the comparable base once it has been open for 18 months. Guest traffic for our restaurants is estimated based on the number of guest checks. 28 Cost of Sales .
In calculating comparable restaurant sales, we include a restaurant in the comparable base once it has been open for 18 months. Guest traffic for our restaurants is estimated based on the number of guest checks. Cost of Sales .
Factors considered include, but are not limited to, significant underperformance by the restaurant relative to historical or projected future operating results; significant changes in the manner of use of the assets or the strategy for the overall business; significant negative industry or economic trends; or our expectation to dispose of long-lived assets before the end of their previously estimated useful lives.
Factors considered include, but are not limited to, significant underperformance by the restaurant relative to historical operating results; significant changes in the manner of use of the assets or the strategy for the overall business; significant negative industry or economic trends; or our expectation to dispose of long-lived assets before the end of their previously estimated useful lives.
We, similar to most of our competitors, use restaurant level operating margin as a supplemental measure of restaurant performance and believe restaurant level operating margin is useful to investors in that it highlights trends in our core business that may not otherwise be apparent to investors when relying solely on GAAP financial measures.
We, similar to most of our competitors, use restaurant level operating profit as a supplemental measure of restaurant performance and believe restaurant level operating profit is useful to investors in that it highlights trends in our core business that may not otherwise be apparent to investors when relying solely on GAAP financial measures.
Depreciation and amortization are composed primarily of depreciation of capital expenditures for restaurant and brewing equipment and leasehold improvements. Restaurant Opening .
Depreciation and amortization are composed primarily of depreciation of capital expenditures for restaurant and brewing equipment and leasehold improvements. 29 Restaurant Opening .
In fiscal 2023, these costs primarily relate to disposals of assets in conjunction with initiatives to keep our restaurants up to date, including our restaurant remodel initiative and the removal of glass partitions in our dining rooms that were installed during the pandemic, as well as the closure of five under-performing restaurants.
In fiscal 2023, these costs primarily relate to disposals of assets in conjunction with initiatives to keep our restaurants up to date, including our restaurant remodel initiative and the removal of glass partitions in our dining rooms that were installed during the pandemic, as well as the closure of five under-performing restaurants. Interest Expense, Net .
Because other companies may calculate restaurant level operating margin differently than we do, our restaurant level operating margin calculation may not be comparable to similarly titled measures reported by other companies.
Because other companies may calculate restaurant level operating profit differently than we do, our restaurant level operating profit calculation may not be comparable to similarly titled measures reported by other companies.
Our MD&A consists of the following sections: • Overview - a brief description of our business, financial highlights, strategy to increase shareholder value, key performance indicators, known and anticipated trends • Results of Operations - an analysis of our Consolidated Statements of Operations for fiscal year 2023 compared to fiscal year 2022 • Liquidity and Capital Resources - an analysis of cash flows, including capital expenditures, share issuance and repurchase activity, dividends, contractual obligations and commitments, and known trends that may impact liquidity • Critical Accounting Policies and Estimates - a discussion of accounting policies that require critical judgments and estimates, including new accounting standards, when applicable OVERVIEW As of February 27, 2024, we owned and operated 216 restaurants located in 30 states as described in Item 2 - Properties - “Restaurant Locations” in this Form 10-K.
Our MD&A consists of the following sections: • Overview - a brief description of our business, financial highlights, strategy to increase shareholder value, key performance indicators, known and anticipated trends • Results of Operations - an analysis of our Consolidated Statements of Operations for fiscal year 2024 compared to fiscal year 2023 • Liquidity and Capital Resources - an analysis of cash flows, including capital expenditures, share issuance and repurchase activity, dividends, contractual obligations and commitments, and known trends that may impact liquidity • Critical Accounting Policies and Estimates - a discussion of accounting policies that require critical judgments and estimates, including new accounting standards, when applicable OVERVIEW As of February 26, 2025, we owned and operated 218 restaurants located in 31 states as described in Item 2 - Properties - “Restaurant Locations” in this Form 10-K.
Included in labor and benefits for fiscal 2023 and 2022 was approximately $2.6 million and $2.9 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 .
Included in labor and benefits for fiscal 2024 and 2023 was approximately $2.5 million and $2.6 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 .
Our proprietary craft beer is produced at several of our locations, our Texas brewpub locations and by independent third-party brewers using our proprietary recipes. 26 Financial Highlights for Fiscal 2023 Notable fiscal 2023 financial highlights compared to fiscal 2022 include: • Total revenues increased 3.8% to $1.3 billion (52 weeks vs. 53 weeks) • Total restaurant operating weeks decreased 0.5% (52 weeks vs. 53 weeks) • Comparable restaurant sales increased 3.7% (52 weeks vs. 52 weeks) • Net income of $19.7 million compared to $4.1 million (52 weeks vs. 53 weeks) • Diluted net income per share of $0.82 compared to $0.17 (52 weeks vs. 53 weeks) Strategy to Increase Shareholder Value Our goal is to increase shareholder value by increasing our adjusted earnings before depreciation and amortization (Adjusted EBITDA), earnings per share and return on invested capital through: • Growing restaurant revenue through positive comparable sales and new restaurant growth • Increasing restaurant margins through sales leverage, cost savings and culinary and menu strategies • Enhancing new restaurant economics through restaurant margin improvement and new restaurant prototype optimization • Returning capital to shareholders through share repurchase program Key Performance Indicators and Non-GAAP Financial Measures Key measures that we use in evaluating our restaurants and assessing our business include the following: Comparable Restaurant Sales.
Our proprietary craft beer is produced at several of our locations, our Texas brewpub locations and by independent third-party brewers using our proprietary recipes. 26 Financial Highlights for Fiscal 2024 Notable fiscal 2024 financial highlights compared to fiscal 2023 include: • Total revenues increased 1.8% to $1.4 billion • Total restaurant operating weeks increased 0.3% • Comparable restaurant sales increased 1.2% • Net income of $16.7 million compared to $19.7 million • Diluted net income per share of $0.70 compared to $0.82 Strategy to Increase Shareholder Value Our goal is to increase shareholder value by increasing our adjusted earnings before depreciation and amortization (Adjusted EBITDA), earnings per share and return on invested capital through: • Growing restaurant revenue through positive comparable sales and new restaurant growth • Increasing restaurant margins through sales leverage, cost savings and culinary and menu strategies • Enhancing new restaurant economics through restaurant margin improvement and new restaurant prototype optimization • Returning capital to shareholders through share repurchase program Key Performance Indicators and Non-GAAP Financial Measures Key measures that we use in evaluating our restaurants and assessing our business include the following: Comparable Restaurant Sales.
The increase in comparable restaurant sales was the result of an increase in average check of approximately 6.5%, due to menu price increases coupled with changes in mix, offset by a decrease in guest traffic of approximately 2.8%. Cost of Sales .
The increase in comparable restaurant sales was the result of an increase in average check of approximately 1.8%, due to menu price increases coupled with changes in mix, offset by a decrease in guest traffic of approximately 0.6%. Cost of Sales .
The effective tax rate benefit for fiscal 2023 and 2022 was different than the statutory tax rate primarily due to Federal Insurance Contributions Act (“FICA”) tax tip credits. 53 WEEKS ENDED JANUARY 3, 2023 (FISCAL 2022) COMPARED TO THE 52 WEEKS ENDED DECEMBER 28, 2021 (FISCAL 2021) For discussion related to the results of operations and changes in financial condition for fiscal 2022 compared to fiscal 2021 refer to Part II, Item 7.
The effective tax rate benefit for fiscal 2024 and 2023 was different than the statutory tax rate primarily due to Federal Insurance Contributions Act (“FICA”) tax tip credits. 31 52 WEEKS ENDED JANUARY 2, 2024 (FISCAL 2023) COMPARED TO THE 53 WEEKS ENDED JANUARY 3, 2023 (FISCAL 2022) For discussion related to the results of operations and changes in financial condition for fiscal 2023 compared to fiscal 2022 refer to Part II, Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our fiscal 2022 Form 10-K, which was filed with the United States Securities and Exchange Commission on February 28, 2023.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our fiscal 2023 Form 10-K, which was filed with the United States Securities and Exchange Commission on February 27, 2024.
As of January 2, 2024, we are not involved in any off-balance sheet arrangements. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our significant accounting policies are more fully described in Note 1 of Notes to Consolidated Financial Statements in Part IV, Item 15.
As of December 31, 2024, we are not involved in any off-balance sheet arrangements. 33 CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our significant accounting policies are more fully described in Note 1 of Notes to Consolidated Financial Statements in Part IV, Item 15.
LIQUIDITY AND CAPITAL RESOURCES The following table provides, for the periods indicated, a summary of our key liquidity measurements (dollar amounts in thousands): January 2, 2024 January 3, 2023 Cash and cash equivalents $ 29,070 $ 24,873 Net working capital $ (116,304 ) $ (114,600 ) Current ratio 0.4:1.0 0.4:1.0 Our capital requirements are driven by our fundamental financial objective to improve total shareholder return through a balanced approach of new restaurant expansion plans, enhancements and initiatives on existing restaurants, and return of capital to our shareholders through our share repurchase program.
LIQUIDITY AND CAPITAL RESOURCES The following table provides, for the periods indicated, a summary of our key liquidity measurements (dollar amounts in thousands): December 31, 2024 January 2, 2024 Cash and cash equivalents $ 26,096 $ 29,070 Net working capital $ (116,744 ) $ (116,304 ) Current ratio 0.4:1.0 0.4:1.0 Our capital requirements are driven by our fundamental financial objective to improve total shareholder return through a balanced approach of new restaurant expansion plans, enhancements and initiatives focused on existing restaurants and return of capital to our shareholders through our share repurchase program.
In addition, we want to maintain a flexible balance sheet to provide the financial resources necessary to manage the risks and uncertainties of conducting our business operations in a mature segment of the restaurant industry. In order to achieve these objectives, we use a combination of operating cash flows, funded debt, landlord allowances and proceeds from stock option exercises.
In addition, we want to maintain a flexible balance sheet to provide the financial resources necessary to manage the risks and uncertainties of conducting our business operations in the restaurant industry. In order to achieve these objectives, we use a combination of operating cash flows, debt, and landlord allowances.
In calculating comparable restaurant sales, we include a restaurant in the comparable base once it has been open for 18 months. This measure highlights the performance of existing restaurants, while excluding the impact of new restaurant openings and closures. Comparable restaurant sales increased 3.7% for fiscal 2023 on a 52-week basis. Restaurant Level Operating Margin .
In calculating comparable restaurant sales, we include a restaurant in the comparable base once it has been open for 18 months. This measure highlights the performance of existing restaurants, while excluding the impact of new restaurant openings and closures. Comparable restaurant sales increased 1.2% for fiscal 2024. Restaurant Level Operating Profit .
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. During fiscal 2021, occupancy and operating expenses also include COVID-19 related costs such as temporary patios and safety related items. General and Administrative .
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 .
Income Tax Benefit . Our effective income tax rate for fiscal 2023 reflected a 94.7% tax benefit compared to a 149.1% tax benefit for fiscal 2022.
Our effective income tax rate for fiscal 2024 reflected a 101.9% tax benefit compared to a 94.7% tax benefit for fiscal 2023.
The following table provides, for the years indicated, the components of capital expenditures (dollar amounts in thousands): Fiscal Year 2023 2022 2021 New restaurants $ 39,942 $ 43,778 $ 20,167 Restaurant maintenance and remodels, and productivity initiatives 57,631 31,471 19,539 Restaurant and corporate systems 1,341 3,357 2,483 Total capital expenditures $ 98,914 $ 78,606 $ 42,189 During fiscal 2023, we opened five new restaurants and closed five restaurants.
The following table provides, for the years indicated, the components of capital expenditures (dollar amounts in thousands): Fiscal Year 2024 2023 2022 New restaurants $ 28,766 $ 39,942 $ 43,778 Restaurant maintenance and remodels, and productivity initiatives 47,205 57,631 31,471 Restaurant and corporate systems 929 1,341 3,357 Total capital expenditures $ 76,900 $ 98,914 $ 78,606 During fiscal 2024, we opened three new restaurants and closed one restaurant.
A reconciliation of income (loss) from operations to restaurant level operating margin for fiscal 2023, 2022 and 2021 is set forth below: Fiscal Year 2023 2022 2021 Income (loss) from operations $ 13,759 1.0 % $ (5,480 ) (0.4 )% $ (16,507 ) (1.5 )% General and administrative 82,103 6.2 73,333 5.7 67,957 6.3 Depreciation and amortization 70,992 5.3 70,385 5.5 72,753 6.7 Restaurant opening 2,808 0.2 3,644 0.3 1,483 0.1 Loss on disposal and impairment of assets, net 8,125 0.6 6,200 0.5 3,946 0.4 Gain on lease transactions, net — — (3,318 ) (0.3 ) — — Restaurant level operating margin $ 177,787 13.3 % $ 144,764 11.3 % $ 129,632 11.9 % Adjusted EBITDA.
A reconciliation of income (loss) from operations to restaurant level operating profit for fiscal 2024, 2023 and 2022 is set forth below: Fiscal Year 2024 2023 2022 Income (loss) from operations $ 14,080 1.0 % $ 13,759 1.0 % $ (5,480 ) (0.4 )% General and administrative 88,272 6.5 82,103 6.2 73,333 5.7 Depreciation and amortization 72,745 5.4 70,992 5.3 70,385 5.5 Restaurant opening 2,082 0.2 2,808 0.2 3,644 0.3 Loss on disposal and impairment of assets, net 18,414 1.4 8,125 0.6 6,200 0.5 Gain on lease transactions, net — — — — (3,318 ) (0.3 ) Restaurant level operating profit $ 195,593 14.4 % $ 177,787 13.3 % $ 144,764 11.3 % Adjusted Diluted Net Income Per Share.
We calculate each restaurant’s average weekly revenue to understand and manage the business trends and expectations. Our weekly sales average was approximately $118,000, $113,000 and $99,000 for fiscal 2023, 2022 and 2021, respectively. Known or Anticipated Trends Sales Growth .
(2) Amount relates to stock-based compensation forfeited due to leadership transition. Weekly Sales Average. We calculate each restaurant’s average weekly revenue to understand and manage the business trends and expectations. Our weekly sales average was approximately $120,000, $118,000 and $113,000 for fiscal 2024, 2023 and 2022, respectively. Known or Anticipated Trends Sales Growth .
Total revenues increased by $49.3 million, or 3.8%, to $1.33 billion during fiscal 2023, compared to $1.28 billion during fiscal 2022. The increase in revenues primarily consisted of a 3.7%, or $45.1 million, increase in comparable restaurant sales, and a $42.5 million increase in sales from new restaurants not yet in our comparable restaurant sales base.
Total revenues increased by $24.1 million, or 1.8%, to $1.4 billion during fiscal 2024, compared to $1.3 billion during fiscal 2023. The increase in revenues primarily consisted of a 1.2%, or $15.1 million, increase in comparable restaurant sales, and a $23.6 million increase in sales from new restaurants not yet in our comparable restaurant sales base.
A reconciliation of net income (loss) to Adjusted EBITDA for fiscal 2023, 2022 and 2021 is set forth below: 27 Fiscal Year 2023 2022 2021 Net income (loss) $ 19,660 1.5 % $ 4,076 0.3 % $ (3,606 ) (0.3 )% Interest expense, net 4,915 0.4 2,888 0.2 5,002 0.5 Income tax benefit (9,560 ) (0.7 ) (12,384 ) (1.0 ) (15,576 ) (1.4 ) Depreciation and amortization 70,992 5.3 70,385 5.5 72,753 6.7 Stock-based compensation expense 10,902 0.8 10,098 0.8 10,331 1.0 Other income, net (1,256 ) (0.1 ) (60 ) — (2,327 ) (0.2 ) Loss on disposal and impairment of assets, net 8,125 0.6 6,200 0.5 3,946 0.4 Gain on lease transactions, net — — (3,318 ) (0.3 ) — — Adjusted EBITDA $ 103,778 7.8 % $ 77,885 6.1 % $ 70,523 6.5 % Weekly Sales Average.
A reconciliation of net income to Adjusted EBITDA for fiscal 2024, 2023 and 2022 is set forth below: Fiscal Year 2024 2023 2022 Net income $ 16,687 1.2 % $ 19,660 1.5 % $ 4,076 0.3 % Interest expense, net 5,484 0.4 4,915 0.4 2,888 0.2 Income tax benefit (8,422 ) (0.6 ) (9,560 ) (0.7 ) (12,384 ) (1.0 ) Depreciation and amortization 72,745 5.4 70,992 5.3 70,385 5.5 Leadership transition expense, net (1) 3,231 0.2 — — — — Stock-based compensation expense 10,722 0.8 10,902 0.8 10,098 0.8 Stock-based compensation credit (2) (2,093 ) (0.2 ) — — — — Other (expense) income, net 331 — (1,256 ) (0.1 ) (60 ) — Loss on disposal and impairment of assets, net 18,414 1.4 8,125 0.6 6,200 0.5 Gain on lease transactions, net — — — — (3,318 ) (0.3 ) Adjusted EBITDA $ 117,099 8.6 % $ 103,778 7.8 % $ 77,885 6.1 % (1) Amount relates to severance, relocation, signing bonus and bonus expenses related to our leadership transition.
Included in general and administrative costs for fiscal 2023 and 2022 was approximately $8.3 million and $7.2 million, respectively, or 0.6% of revenues, of stock-based compensation expense. As a percentage of revenues, general and administrative expenses increased to 6.2% for fiscal 2023 from 5.7% for the prior fiscal year.
Included in general and administrative costs for fiscal 2024 and 2023 was approximately $6.2 million and $8.3 million, or 0.5% and 0.6% of revenues, of stock-based compensation expense, respectively. Depreciation and Amortization . Depreciation and amortization increased by $1.8 million, or 2.5%, to $72.7 million during fiscal 2024, compared to $71.0 million during fiscal 2023.
This was primarily due to increases of $3.5 million in rent-related expenses, $2.3 million related to restaurant facilities expenses, $3.1 million in third-party delivery company fees and expenses, $0.6 million in utilities, $2.1 million in marketing expenditures, and $1.8 million in merchant credit card fees, offset by a decrease of $2.1 million in supplies.
This was primarily due to decreases of $4.4 million in restaurant facilities expenses, $1.1 million related to equipment rental, $1.4 million in utilities and $0.4 million in supplies, offset by a $1.5 million increase in credit card processing fees, $3.1 million in marketing expenditures and $0.9 million in rent and related costs.
We own substantially all of the equipment, furniture and trade fixtures in our restaurants and currently plan to do so in the future. 31 CASH FLOWS The following tables set forth, for the years indicated, our cash flows from operating, investing, and financing activities (dollar amounts in thousands): Fiscal Year 2023 2022 2021 Net cash provided by operating activities $ 105,837 $ 51,122 $ 64,285 Net cash used in investing activities (98,911 ) (71,907 ) (42,168 ) Net cash (used in) provided by financing activities (2,729 ) 7,131 (35,254 ) Net increase (decrease) in cash and cash equivalents $ 4,197 $ (13,654 ) $ (13,137 ) Operating Cash Flows Net cash provided by operating activities was $105.8 million during fiscal 2023, representing a $54.7 million increase compared to the $51.1 million provided during fiscal 2022.
CASH FLOWS The following tables set forth, for the years indicated, our cash flows from operating, investing, and financing activities (dollar amounts in thousands): Fiscal Year 2024 2023 2022 Net cash provided by operating activities $ 101,472 $ 105,837 $ 51,122 Net cash used in investing activities (76,893 ) (98,911 ) (71,907 ) Net cash (used in) provided by financing activities (27,553 ) (2,729 ) 7,131 Net (decrease) increase in cash and cash equivalents $ (2,974 ) $ 4,197 $ (13,654 ) 32 Operating Cash Flows Net cash provided by operating activities was $101.5 million during fiscal 2024, representing a $4.4 million decrease compared to the $105.8 million provided during fiscal 2023.
This was primarily due to increases of $7.4 million in personnel costs, including a $3.0 million increase related to our deferred compensation liability and $2.1 million related to incentive compensation, a $1.7 million increase in corporate expenses, and a $1.3 million increase in legal expenses offset by decreases of $0.4 million in rent related expenses, $0.5 million in office expenses, $0.4 million in recruiting related expenses and $0.4 million in outside services.
This was primarily due to increases of $2.6 million in personnel related costs, $2.1 million in corporate expenses related to meeting costs and software amortization, $2.0 million related to consulting fees, $1.6 million in legal fees, $0.5 million in medical insurance, $0.5 million in office expenses, $0.4 million in travel related expenses, $0.3 million related to our deferred compensation liability, and $0.2 million related to recruiting, offset by a $2.3 million decrease in incentive compensation, and lower stock-based compensation expense of $2.1 million.
This was primarily due to $1.3 million related to higher hourly labor, $4.6 million related to higher management labor and incentive compensation, and the additional labor related to our five new restaurants opened during fiscal 2023. As a percentage of revenues, labor and benefit costs decreased to 36.9% for fiscal 2023 from 37.6% for the prior fiscal year.
This was primarily due to $3.1 million related to increased management compensation costs, $1.8 million related to taxes and benefits and $0.6 million related to higher hourly labor, offset by $1.3 million related to lower workers’ compensation. As a percentage of revenues, labor and benefit costs decreased to 36.5% for fiscal 2024 from 36.9% for the prior fiscal year.
Occupancy and operating expenses increased by $11.4 million, or 3.7%, to $317.6 million during fiscal 2023, compared to $306.1 million during fiscal 2022.
Occupancy and operating expenses decreased by $1.9 million, or 0.6%, to $315.7 million during fiscal 2024, compared to $317.6 million during fiscal 2023.
Financing Cash Flows Net cash used in financing activities was $2.7 million during fiscal 2023, representing a $9.9 million increase in cash used compared to the $7.1 million provided by in fiscal 2022. This increase was primarily due to an increase in common stock repurchases.
Financing Cash Flows Net cash used in financing activities was $27.6 million during fiscal 2024, representing a $24.8 million increase in cash used compared to the $2.7 million used in fiscal 2023. This increase was primarily due to an increase in common stock repurchases, coupled with higher payments on our line of credit.
Labor and benefit costs for our restaurants increased by $7.9 million, or 1.6%, to $491.3 million during fiscal 2022, compared to $483.4 million during fiscal 2022.
Labor and benefit costs for our restaurants increased by $4.2 million, or 0.8%, to $495.5 million during fiscal 2024, compared to $491.3 million during fiscal 2023.
This estimate includes costs to open new restaurants and remodel existing locations and excludes anticipated proceeds from tenant improvement allowances. We expect to fund our net capital expenditures with our current cash balance on hand, cash flows from operations and our line of credit.
We expect to fund our net capital expenditures with our current cash balance on hand, cash flows from operations and our line of credit.
As a percentage of revenues, cost of sales decreased to 26.0% for fiscal 2023 from 27.2% for the prior fiscal year. This decrease was primarily due to the easing of inflationary pressure on food costs, coupled with increased revenues from menu price increases and the effects of our cost savings initiatives. Labor and Benefits .
As a percentage of revenues, cost of sales decreased to 25.8% for fiscal 2024 from 26.0% for the prior fiscal year. This decrease was primarily due to a higher revenue base, menu price increases and the effectiveness of our cost savings initiatives, partially offset by higher commodity costs and a higher level of promotions. Labor and Benefits.
Should a greater number of claims occur compared to what was estimated, or should medical costs increase beyond what was expected, accruals might not be sufficient, and additional expense may be recorded. 33 NEW ACCOUNTING STANDARDS Not applicable.
Significant judgment is required to estimate claims incurred but not yet reported to us (“IBNR claims”) as parties have yet to assert such claims. Should a greater number of claims occur compared to what was estimated, or should medical costs increase beyond what was expected, accruals might not be sufficient, and additional expense may be recorded.
In fiscal 2022, these costs primarily relate to the impairment and reduction in the carrying value of the long-lived assets related to eight restaurants, coupled with the disposals of assets in conjunction with initiatives to keep our restaurants up to date, offset by the $4.9 million gain on disposal of an internally developed software. 30 Gain on Lease Transactions, Net .
In fiscal 2024, these costs primarily related to the impairment and reduction in the carrying value of the long-lived assets related to six of our restaurants, coupled with the disposals of assets in conjunction with initiatives to keep our restaurants up to date and the closure of one of our restaurants.
This decrease was primarily due to our ability to leverage certain fixed costs over a higher revenue base, improved labor efficiency, better team member retention, and the effectiveness of our cost savings initiatives.
This decrease was primarily due to improved labor efficiency and 30 the effectiveness of our cost savings initiatives.
This non-GAAP financial measure represents the sum of net income (loss) adjusted for certain expenses and gains/losses detailed within the reconciliation below.
(2) The tax effect is based on the Company’s annual statutory tax rate of 24.2% for fiscal years ending December 31, 2024, January 2, 2024 and January 3, 2023. Adjusted EBITDA. This non-GAAP financial measure represents the sum of net income adjusted for certain expenses and gains/losses detailed within the reconciliation below.
The increase over the prior year is primarily due to an increase in net income, coupled with the timing of payments for accrued expenses. Investing Cash Flows Net cash used in investing activities was $98.9 million during fiscal 2023, representing a $27.0 million increase compared to the $71.9 million used in fiscal 2022.
Investing Cash Flows Net cash used in investing activities was $76.9 million during fiscal 2024, representing a $22.0 million decrease compared to the $98.9 million used in fiscal 2023. The decrease over prior year is primarily due to the number of new restaurant openings and fewer restaurant remodels and less maintenance incurred.
Cost of sales decreased by $3.1 million, or 0.9%, to $346.6 million during fiscal 2023, compared to $349.6 million during fiscal 2022. This decrease was primarily due to the impact of the 53rd week in fiscal 2022 and the closure of five restaurants since fiscal 2022, offset by costs of sales for our five new restaurants opened during fiscal 2023.
Cost of sales increased by $4.0 million, or 1.2%, to $350.6 million during fiscal 2024, compared to $346.6 million during fiscal 2023. This increase was primarily due to higher revenues, commodity cost increases and costs related to our three new restaurants opened during fiscal 2024.
As a percentage of revenues, occupancy and operating expenses remained consistent at 23.8% for fiscal 2023 and the prior fiscal year. General and Administrative . General and administrative expenses increased by $8.8 million, or 12.0%, to $82.1 million during fiscal 2023, compared to $73.3 million during fiscal 2022.
As a percentage of revenues, depreciation and amortization increased to 5.4% for fiscal 2024 from 5.3% for the prior fiscal year. Restaurant Opening . Restaurant opening expense decreased by $0.7 million, or 25.9%, to $2.1 million during fiscal 2024, compared to $2.8 million during fiscal 2023.
Loss on Disposal and Impairment of Assets, Net . Loss on disposal and impairment of assets, net, was $8.1 million during fiscal 2023, compared to $6.2 million during fiscal 2022.
This decrease was primarily due to two less restaurant openings in fiscal 2024, coupled with the timing of our openings. Loss on Disposal and Impairment of Assets, Net . Loss on disposal and impairment of assets, net, was $18.4 million during fiscal 2024, compared to $8.1 million during fiscal 2023.
This increase was offset by the decrease in depreciation and amortization related to impairment and disposal charges taken in the prior year, including the impairment and reduction of carrying value for the closure of five restaurants during fiscal 2023. As a percentage of revenues, depreciation and amortization decreased to 5.3% for fiscal 2023 from 5.5% for the prior fiscal year.
This increase is related to the restaurants opened during fiscal 2024, offset by the decrease in deprecation related to the impairment and disposal charges taken in the current year as well as the prior year, coupled with the closure of one restaurant during fiscal 2024.
This increase was primarily due to the increase in our weighted average interest rate year over year, coupled with a higher average outstanding debt balance. Other Income, Net . Other income, net, was $1.3 million during fiscal 2023, which related to the gain associated with the cash surrender value of certain life insurance policies under our deferred compensation plan.
Interest expense, net, increased by $0.6 million to $5.5 million during fiscal 2024, compared to $4.9 million during fiscal 2023. This increase was primarily due a higher average outstanding debt balance and weighted average interest rate during the year, as compared to fiscal 2023. Other (Expense) Income, Net .
Revenue increases were offset primarily by a $20.8 million decrease related to the shift in weeks due to the 53rd week in fiscal 2022 and an $11.1 million decrease related to closed restaurants.
Revenue increases were offset primarily by a $12.7 million decrease related to closed restaurants and $1.9 million primarily related to lower gift card breakage and loyalty redemptions.
We currently plan to open three new restaurants in fiscal 2024, and we have entered into signed leases, land purchase agreements or letters of intent for all of our 2024 new restaurant locations. We currently anticipate our total capital expenditures for fiscal 2024 to be approximately $70 million to $75 million.
We currently plan to open one new restaurant and remodel up to 30 existing locations in fiscal 2025. We currently anticipate our total capital expenditures for fiscal 2025 to be approximately $65 million to $75 million. This estimate includes costs to open new restaurants and remodel existing locations and excludes anticipated proceeds from tenant improvement allowances.
The increase over prior year is primarily due an increase in restaurant remodel activity, offset by the timing of new restaurants opened.
The decrease over the prior year is primarily due to the timing of payments for accounts payable and the timing of receipts for accounts and other receivable, offset by higher impairments in the current year.
Removed
This increase was primarily related to our increased deferred compensation liability and incentive compensation. Depreciation and Amortization . Depreciation and amortization increased by $0.6 million, or 0.9%, to $71.0 million during fiscal 2023, compared to $70.4 million during fiscal 2022. This increase in depreciation and amortization is related to our restaurants opened during fiscal 2023.
Added
This is a non-GAAP financial measure that represents net income excluding net loss on disposal and impairment of assets, net leadership transition expenses and the related stock-based compensation credit, and charges associated with the extension of an outstanding warrant held by Act III.
Removed
This decrease was primarily due to a higher revenue base. Restaurant Opening . Restaurant opening expense decreased by $0.8 million, or 22.9%, to $2.8 million during fiscal 2023, compared to $3.6 million during fiscal 2022. This decrease was primarily due to one less restaurant opening in fiscal 2023, coupled with the timing of our openings.
Added
These adjustments are intended to provide greater transparency of underlying performance and to allow investors to evaluate our business on the same basis as our management. Because other companies may calculate this measure differently than we do, our adjusted diluted net income per share calculation may not be comparable to similarly titled measures reported by other companies.
Removed
Gain on lease transactions, net, was $3.3 million during fiscal 2022, which related to the sale of the land underlying one of our restaurants. Interest Expense, Net . Interest expense, net, increased by $2.0 million to $4.9 million during fiscal 2023, compared to $2.9 million during fiscal 2022.
Added
A reconciliation of net income to adjusted diluted net income per share for fiscal 2024, 2023 and 2022 is set forth below: 27 Fiscal Year 2024 2023 2022 Net income $ 16,687 1.2 % $ 19,660 1.5 % $ 4,076 0.3 % Loss on disposal and impairment of assets, net 18,414 1.4 8,125 0.6 6,200 0.5 Leadership transition expense, net 3,231 0.2 — — — — Stock-based compensation credit (1) (2,093 ) (0.2 ) — — — — Warrant extension 4,622 0.3 — — — — Total adjustments 24,174 1.8 8,125 0.6 6,200 0.5 Tax effect of adjustments (2) (5,850 ) (0.4 ) (1,966 ) (0.1 ) (1,500 ) (0.1 ) After tax effect of adjustments 18,324 1.4 6,159 0.5 4,700 0.4 Adjusted net income $ 35,011 2.6 % $ 25,819 1.9 % $ 8,776 0.7 % Diluted weighted average number of shares outstanding: 23,768 23,923 23,662 Diluted net (loss) income per share $ 0.70 $ 0.82 $ 0.17 Adjusted diluted net income per share $ 1.47 $ 1.08 $ 0.37 (1) Amount relates to stock-based compensation forfeited due to leadership transition.
Removed
Contractual Obligations and Commitments 32 We believe we have sufficient liquidity to fund our operations and meet our short-term and long-term obligations. The following table summarizes our future estimated cash payments under existing contractual obligations as of January 2, 2024, including estimated cash payments due by period (in thousands).
Added
As a percentage of revenues, occupancy and operating expenses decreased to 23.3% for fiscal 2024 from 23.8% for the prior fiscal year. This decrease was primarily related to improved operational efficiency and the effectiveness of our cost savings initiatives. General and Administrative .
Removed
Payments Due by Period Total Less Than 1 Year 2-3 Years 4-5 Years After 5 Years Contractual Obligations: Operating leases (1) $ 557,278 $ 62,569 $ 121,210 $ 111,833 $ 261,666 Purchase obligations (2) 28,115 22,681 2,717 2,717 — Total $ 585,393 $ 85,250 $ 123,927 $ 114,550 $ 261,666 Other Obligations: Long-term debt $ 68,000 $ — $ 68,000 $ — $ — Interest (3) 13,380 4,697 8,683 — — Standby letters of credit 17,219 — 17,219 — — Total $ 98,599 $ 4,697 $ 93,902 $ — $ — (1) For a more detailed description of our operating leases, refer to Note 1 in the accompanying Consolidated Financial Statements.
Added
General and administrative expenses increased by $6.2 million, or 7.5%, to $88.3 million during fiscal 2024, compared to $82.1 million during fiscal 2023.
Removed
(2) Amounts represent non-cancelable commitments for the purchase of goods and other services. (3) We have assumed that $68.0 million remains outstanding under our Credit Facility until the maturity date of November 3, 2026, using the interest rate in effect on January 2, 2024, which was approximately 6.9%.
Added
General and administrative costs for fiscal 2024 included a net charge of $3.2 million related to our leadership transition expenses, $1.5 million of legal costs related to shareholder cooperation agreements and related matters, and $0.3 million in severance related to personnel changes, offset by a $2.1 million stock-based compensation credit related to the reversal of previously awarded stock-based compensation expense in conjunction with our leadership transition.
Removed
Significant judgment is required to estimate claims incurred but not yet reported to us (“IBNR claims”) as parties have yet to assert such claims.
Added
As a percentage of revenues, general and administrative expenses increased to 6.5% for fiscal 2024 from 6.2% for the prior fiscal year. This increase was primarily related to increased legal and corporate expenses arising in connection with our previously announced cooperation agreements with certain investors and related matters.
Added
Other (expense) income, net, was an expense of $0.3 million during fiscal 2024, compared to income of $1.3 million. This was primarily due to the charge associated with extension of an outstanding warrant held by Act III, offset by income related to a payroll tax credit and two favorable settlements with our landlords. Income Tax Benefit .
Added
We expect to accelerate restaurant openings in 2026. Our capital expenditures in 2025, related to future restaurant openings, will depend on the speed at which we can develop a more robust and targeted pipeline that aligns with our refined criteria for new locations.
Added
We own substantially all of the equipment, furniture and trade fixtures in our restaurants and currently plan to do so in the future.
Added
We currently anticipate our common stock repurchases for fiscal 2025 to be approximately $40 million to $50 million. Contractual Obligations and Commitments We believe we have sufficient liquidity to fund our operations and meet our short-term and long-term obligations.
Added
Our cash requirements greater than twelve months from contractual obligations and commitments include: • Operating Leases — Refer to Note 1 and Note 6, Leases , of the notes to the Consolidated Financial Statements for further information of our obligations and the timing of expected payments. • Purchase Obligations — Refer to Note 7, Commitments and Contingencies , of the notes to the Consolidated Financial Statements for further detail of our obligations and the timing of expected future payments. • Long-term Debt, Standby Letters of Credit and Interest Payments — Refer to Note 8, Long-Term Debt , of the notes to the Consolidated Financial Statements for further information of our obligations and the timing of expected payments.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed7 unchanged
Biggest changeAdditionally, 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.
Biggest changeAdditionally, 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, including the imposition of tariffs.
As of January 2, 2024, $68.0 million was outstanding and carries interest at a floating rate. We utilize the Credit Facility principally for letters of credit that are required to support our self-insurance programs, to fund a portion of our announced share repurchase program, and for working capital and construction requirements, as needed.
As of December 31, 2024, $66.5 million was outstanding and carries interest at a floating rate. We utilize the Credit Facility principally for letters of credit that are required to support our self-insurance programs, to fund a portion of our announced share repurchase program, and for working capital and construction requirements, as needed.

Other BJRI 10-K year-over-year comparisons