STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE

Certain information included in this Form 10-Q and other materials filed or to be filed by us with the Securities and Exchange Commission (as well as information included in oral or written statements made by us or on our behalf), may contain forward-looking statements about our current and expected performance trends, growth plans, business goals and other matters. These statements may be contained in our filings with the Securities and Exchange Commission, in our press releases, in other written communications, and in oral statements made by or with the approval of one of our authorized officers. Words or phrases such as "believe," "plan," "will likely result," "expect," "intend," "will continue," "is anticipated," "estimate," "project," "may," "could," "would," "should," and similar expressions are intended to identify forward-looking statements. These statements, and any other statements that are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended from time to time (the "Act"). The cautionary statements made in this Form 10-Q should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-Q.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Form 10-Q. Except for the historical information contained herein, the discussion in this Form 10-Q contains certain forward-looking statements that involve known and unknown risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The risks described in this Form 10-Q as well as the risks identified in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 30, 2008 are not the only risks we face. New risks and uncertainties arise from time to time and we cannot predict those events or how they may affect us. There may be other risks and uncertainties that are not currently known, or that are currently deemed by us to be immaterial; however, they may ultimately adversely affect our business, financial condition and/or operating results. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results may vary materially from forward-looking statements described in this document. These forward-looking statements include, among others, statements concerning:

• our restaurant concept, its competitive advantages and our strategies for its continued evolution and expansion;

• the rate and scope of our planned future restaurant development;

• anticipated dates on which we will commence or complete development of new restaurants;

• expectations as to the timing and success of the planned expansion of our contract brewing strategy;

• expectations for consumer spending on casual dining restaurant occasions in general;

• expectations as to the availability and costs of key commodities used in our restaurants and brewing operations;

• expectations as to our menu price increases and their effect, if any, on revenue and results of operations;

• expectations as to our capital requirements, line of credit availability and our ability to liquidate our investments in auction rate securities in an orderly manner;

• expectations as to our future revenues, operating costs and expenses, and capital requirements; and,

• other statements of expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts.

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

• Deterioration in general economic conditions may affect consumer spending and may adversely affect our revenues, operating results and liquidity.

• If we do not successfully expand our restaurant operations, our growth rate and results of operations would be adversely affected.

• Our ability to open new restaurants on schedule in accordance with our projected growth rate may be adversely affected by delays or problems associated with securing suitable restaurant locations and leases and by other factors, some of which are beyond our control and the timing of which is difficult to forecast accurately.

• Continued deterioration in general economic conditions could have a material adverse impact on our landlords or on businesses neighboring our locations, which could adversely affect our revenues and results of operations.

• Any failure of our existing or new restaurants to achieve expected results could have a negative impact on our consolidated sales and financial results, including a potential impairment of the long-lived assets of certain restaurants.

• Our growth may strain our infrastructure and resources, which could slow our development of new restaurants and adversely affect our ability to manage our existing restaurants.

• Our decision to reduce openings or accelerate the pace of openings may positively or adversely affect our comparative financial performance.

• Our future operating results may fluctuate significantly due to our relatively small number of existing restaurants and the expenses required to open new restaurants.

• A significant number of our restaurants are concentrated in California and other Western states, which makes us particularly sensitive to economic, regulatory, weather and other conditions in those states.

• Our operations are susceptible to changes in our food and supply costs, which could adversely affect our profitability.

• Our increasing dependence on contract brewers could have an adverse effect on our operations if they cease to supply us with our proprietary beer.

• Other government laws and regulations affecting the operation of our restaurants, including those that apply to the acquisition and maintenance of our brewing and retail liquor licenses, increases in federal, state and county tax rates and higher health care costs, including federal or state mandated health insurance coverage, could increase our operating costs and restrict our growth.

For a more detailed description of these risk factors and other considerations, see Part II, Item 1A - "Risk Factors" of this Form 10-Q and the risk factors identified in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 30, 2008.

GENERAL

On November 4, 2009, we owned and operated 91 restaurants located in California, Texas, Arizona, Colorado, Oregon, Nevada, Florida, Ohio, Oklahoma, Kentucky, Indiana, Louisiana and Washington. A licensee also operates one restaurant in Lahaina, Maui. We and our Maui licensee have mutually agreed, in principle, to terminate our license agreement and we expect the termination of the agreement to be finalized before the end of fiscal 2009. We do not expect any material financial impact to the Company in connection with this termination. Each of our restaurants is operated either as a BJ's Restaurant & Brewery® which includes a brewery within the restaurant, a BJ's Restaurant & Brewhouse® which receives the beer it sells from one of our breweries or an approved third-party craft brewer of our proprietary recipe beers ("contract brewer"), or a BJ's Pizza & Grill® which is a smaller format, full service restaurant. Our menu features our BJ's® award-winning, signature deep-dish pizza, our own hand-crafted beers as well as a wide selection of appetizers, entrees, pastas, sandwiches, specialty salads and desserts, including our unique Pizookie® dessert. Several of our BJ's Restaurant & Brewery restaurants feature in-house brewing facilities where BJ's proprietary handcrafted beers are produced for many of our restaurants.

Our revenues are comprised of food and beverage sales at our restaurants. Revenues from restaurant sales are recognized when payment is tendered at the point of sale. Revenues from our gift cards are recognized upon redemption in our restaurants. Effective June 2007, we began recognizing gift card breakage as other income on our Consolidated Statements of Income. Gift card breakage is recorded when the likelihood of the redemption of the gift cards becomes remote, which is typically after 24 months from original gift card issuance.

Cost of sales is comprised of food and beverage supplies. The components of cost of sales are variable and typically fluctuate with sales volumes. Labor and benefit costs include direct hourly and management wages, bonuses and payroll taxes and fringe benefits for restaurant employees.

Occupancy and operating expenses include restaurant supplies, credit card fees, marketing costs, fixed rent, percentage rent, common area maintenance charges, utilities, real estate taxes, repairs and maintenance and other related restaurant costs. Occupancy and operating expenses generally increase with sales volume increases, but generally decline as a percentage of restaurant sales due to the semi-fixed and fixed nature of many of the expenses in this category. On the other hand, these expenses will typically increase as a percentage of sales for the same reasons in the event of a decline in comparable sales volumes.

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

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

In calculating comparable company-owned restaurant sales, we include a restaurant in the comparable base once it has been open for 18 months.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, our unaudited
Consolidated Statements of Income expressed as percentages of total revenues.
The results of operations for the thirty-nine weeks ended September 29, 2009 and
September 30, 2008 are not necessarily indicative of the results to be expected
for the full fiscal year.



                                      For The Thirteen                       For The Thirty-Nine
                                         Weeks Ended                             Weeks Ended
                              September 29,       September 30,       September 29,       September 30,
                                  2009                2008                2009                2008
Revenues                            100.0%              100.0%              100.0%              100.0%
Costs and expenses:
Cost of sales                         25.1                25.4                24.9                25.2
Labor and benefits                    34.6                34.9                34.9                35.2
Occupancy and operating               21.9                22.9                21.5                21.4
General and
administrative                         6.8                 5.9                 6.9                 7.3
Depreciation and
amortization                           5.9                 5.2                 5.6                 5.0
Restaurant opening                     1.4                 2.8                 1.0                 2.2
Loss on disposal of
fixed assets                             -                  -                    -                 0.1
Natural disaster and
related expense                          -                 0.5                   -                 0.2

Total costs and expenses              95.7                97.6                94.8                96.6

Income from operations                 4.3                 2.4                 5.2                 3.4

Other income:
Interest income, net                   0.1                 0.3                 0.1                 0.5
Other income, net                      0.1                 0.1                 0.1                 0.1

Total other income                     0.2                 0.4                 0.2                 0.6

Income before income
taxes                                  4.5                 2.8                 5.4                 4.0
Income tax expense                     1.3                 0.6                 1.6                 1.1


Net income                            3.2%                2.2%                3.8%                2.9%

Thirteen Weeks Ended September 29, 2009 Compared to Thirteen Weeks Ended September 30, 2008.

Revenues. Total revenues increased by $8.2 million, or 8.5%, to $103.9 million during the thirteen weeks ended September 29, 2009 from $95.8 million during the comparable thirteen week period of 2008. The $8.2 million increase in revenues is attributed to an approximate 12% increase in restaurant weeks resulting from the eight new restaurants that we have opened since the third quarter of 2008, partially offset by a 3.1% decrease in our average weekly sales per restaurant. During the thirteen weeks ended September 29, 2009 our comparable restaurant sales decreased 1.6%. The decrease in comparable restaurant sales resulted from decreased guest traffic, partially offset by an estimated effective menu price increase of approximately 2.9%. The slowing domestic economy, increasing unemployment rates and continued uncertainty in overall consumer confidence continue to negatively impact consumer spending for casual dining restaurant occasions in general. Accordingly, we do not currently expect overall guest traffic in our comparable restaurant base to recover during the remainder of fiscal 2009, and we currently are not anticipating any growth in guest traffic during fiscal 2010. In addition, overall guest traffic may continue to decline if the economy further weakens and unemployment rates continue to increase, particularly in California and other Western states where the majority of our restaurants are located.

Our restaurants, like most in casual dining, are impacted by inflationary pressures in the costs of certain commodities, labor and other operating expenses. We have experienced such inflationary pressures in previous periods and if we experience these inflationary pressures in future periods, it will be necessary to consider additional menu price increases to help protect our restaurant operating margins during fiscal 2009 and fiscal 2010. However, if our guests do not accept our price increases, either by reducing their visits to our restaurants or by changing their purchasing patterns at our restaurants, the expected benefit of the menu price increase could be negated and our operating margins could be impacted. Additionally, to help protect guest traffic and to respond to the actions of our competitors, we may consider selective menu offerings at reduced price points which could have the effect of further reducing the benefit of any menu price increases. We also believe that some of our larger casual dining chain competitors have recently increased their media advertising levels to more effectively communicate a stronger "value pricing" or reduced/discounted pricing message to consumers. This recent competitive development may also impact general levels of guest traffic in our restaurants.

All potential menu price increases must be carefully considered in light of their ultimate acceptability by our restaurant guests. Additionally, other factors outside of our control, such as inclement weather, shifts in the holiday calendar, competitive restaurant intrusions into our trade areas, general economic and competitive conditions and other factors, as described in the "Risk Factors" section in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 30, 2008, can impact comparable sales comparisons. Accordingly, there can be no assurance that increases in comparable sales will be achieved as a result of increased menu prices or other factors.

Cost of Sales. Cost of sales increased by $1.8 million, or 7.4%, to $26.1 million during the thirteen weeks ended September 29, 2009 from $24.3 million during the comparable thirteen week period of 2008. As a percentage of revenues, cost of sales decreased slightly to 25.1% for the current thirteen week period from 25.4% for the prior year comparable thirteen week period. This decrease is primarily due to lower cheese and poultry costs.

We do anticipate that cost of sales in our new restaurants will typically be higher during the first several months of operations versus our mature restaurants, as our restaurant management teams become accustomed to optimally predicting, managing and servicing sales volumes at our new restaurants. Accordingly, a comparatively large number of new restaurant openings in any single quarter may significantly impact total cost of sales comparisons for our entire business. Additionally, restaurants opened in new markets may initially experience higher commodity costs than our established restaurants, where we have greater market penetration that generally results in greater purchasing and distribution economies of scale.

We provide our customers a large variety of menu items and therefore we are not overly dependent on a single group of commodities. We believe the overall cost environment for food commodities in general will remain volatile during the remainder of 2009 and into 2010, primarily due to domestic and worldwide agricultural, supply/demand and other macroeconomic factors that are outside of our control. While we continue to work with our suppliers to control food costs and we have taken steps to enter into agreements for some of the commodities used in our

restaurant operations, there can be no assurance that future supplies and costs for such commodities will not fluctuate due to weather and other market conditions outside of our control. We are currently unable to contract for many of our fresh commodities such as produce and fluid dairy items for long periods of time.

The cost to produce and distribute our proprietary beer is included in our cost of sales. In fiscal 2008, we began using larger commercial brewers of quality craft beer in the United States to compliment both our internal brewery production and the smaller contract quality craft brewers that we currently use. In 2009, we expect to utilize as many as three to four contract brewers to produce our high, quality handcrafted beer. We currently estimate that as much as 55% of our total requirement for proprietary beer (approximately 30,500 barrels) will be provided by contract brewers during fiscal 2009. We expect this percentage to further increase during 2010. Our longer-term objective is to have large contract brewers produce substantially all of our larger-volume beers. We currently expect to continue to create and brew our smaller-volume seasonal and specialty beers; however, we may eventually decide to move the majority of this production to contract brewers. We believe the larger-scale contract brewers have greater economies of scale, stronger quality control systems and more effective, leverageable supply chain relationships than we have as a relatively small restaurant company. As a result, over the next several years, we expect that the production cost of our larger volume proprietary beers can be gradually reduced, while simultaneously providing an improvement in the overall consistency of our beer. However, freight costs from our contract brewing locations will likely absorb a large portion of those production cost savings for a period of time until we can further increase the number of restaurants we operate and therefore obtain increased leverage with our transportation vendors.

Labor and Benefits. Labor and benefit costs for our restaurants increased by $2.5 million, or 7.6%, to $36.0 million during the thirteen weeks ended September 29, 2009 from $33.5 million during the comparable thirteen week period of 2008. This increase was primarily due to the opening of eight new restaurants since the thirteen weeks ended September 30, 2008. As a percentage of revenues, labor and benefit costs decreased to 34.6% for the current thirteen week period from 34.9% for the prior year comparable thirteen week period. This percentage decrease is primarily due to a cumulative favorable forfeiture rate adjustment related to our stock-based compensation grants based on our actual forfeiture experience to date. Included in labor and benefits for the thirteen weeks ended September 29, 2009 and September 30, 2008 is a credit of approximately $130,000, or (0.1%) of revenues and a charge of approximately $177,000, or 0.2% of revenues, respectively, for stock-based compensation expense related to restricted stock units granted in accordance with our Gold Standard Stock Ownership Program. See Note 7, "Stock-Based Compensation," in this Form 10-Q.

Our restaurants can be affected by increases in federal and state minimum wages. Additionally, some states have annual minimum wage increases correlated with either state or federal increases in the consumer price index. In July 2009, the federal minimum wage increased by $0.70 to $7.25 per hour. We do not expect this recent increase to have a material impact on our hourly labor costs, as the majority of our hourly employees are already paid wages in excess of $7.25 per hour. In the past, we have been able to react to changes in our key operating costs, including minimum wage increases by gradually increasing our menu prices and improving our productivity in our restaurants. However, we cannot guarantee that all or any future cost increases can be offset by increased menu prices or that increased menu prices will be accepted by our restaurant guests without any resulting changes in their visit frequencies or purchasing patterns.

For new restaurants, labor expenses will typically be higher than normal during the first several months of operations until our restaurant management team at each new restaurant becomes more accustomed to optimally predicting, managing and servicing the sales volumes expected at our new restaurants. Accordingly, a comparatively large number of new restaurant openings in any single quarter may significantly impact labor cost comparisons for the entire Company.

Occupancy and Operating. Occupancy and operating expenses increased by $0.9 million, or 3.9%, to $22.8 million during the thirteen weeks ended September 29, 2009 from $21.9 million during the comparable thirteen week period of 2008. The increase reflects additional operating and occupancy expenses related to eight new restaurants opened since the thirteen weeks ended September 30, 2008. As a percentage of revenues, occupancy and operating expenses decreased to 21.9% for the current thirteen week period from 22.9% for the prior year comparable thirteen week period. This percentage decrease is principally a result of decreased utility costs and marketing costs as a percent of revenues, partially offset by the de-leveraging of the fixed component of rent-related expenses as a result of the 1.6% decrease in comparable restaurant sales during the quarter.

General and Administrative. General and administrative expenses increased by $1.4 million, or 24.1%, to $7.1 million during the thirteen weeks ended September 29, 2009 from $5.7 million during the comparable thirteen week period of 2008. Included in general and administrative costs for the thirteen weeks ended September 29, 2009 and September 30, 2008 is $517,000 and $636,000, respectively, of stock-based compensation expense. The increase in general and administrative expenses is primarily due to $1.0 million of incremental accrued incentive compensation expense compared to the same quarter last year. As a percentage of revenues, general and administrative expenses increased to 6.8% for the current thirteen week period from 5.9% for the prior year comparable thirteen week period.

Depreciation and Amortization. Depreciation and amortization increased by $1.1 million, or 22.3%, to $6.1 million during the thirteen weeks ended September 29, 2009 from $5.0 million during the comparable thirteen week period of 2008. As a percentage of revenues, depreciation and amortization increased to 5.9% for the thirteen week period from 5.2% for the prior year comparable thirteen week period. This increase is primarily due to increased construction costs for new restaurants and depreciation on our new operating toolsets, restaurant remodels and initiatives, coupled with the deleveraging effect from the 3.1% decrease in our average weekly sales for the quarter.

Restaurant Opening. Restaurant opening expense decreased by $1.2 million, or 44.6%, to $1.5 million during the thirteen weeks ended September 29, 2009 from $2.7 million during the comparable thirteen week period of 2008. This decrease is primarily due to opening costs related to two new restaurant openings and five restaurants in progress during the thirteen weeks ended September 29, 2009 as compared to six restaurant openings and three restaurants in-progress during the thirteen weeks ended September 30, 2008.

Our opening costs will fluctuate from period to period, depending upon, but not limited to, the number of restaurant openings, the number of restaurants in-progress, the size and concept of the restaurants being opened, the location of the restaurants and the complexity of the staff hiring and training process. We opened two new restaurants during the third quarter of 2009 in Downey, California and Allen, Texas. As of November 4, 2009, four additional new restaurants have opened in the fourth quarter of 2009, and one more new restaurant is expected to open before Thanksgiving 2009. The actual timing of restaurant openings is inherently difficult to precisely predict and is subject to weather conditions and other factors outside of the Company's control, including factors that are under the control of the Company's landlords, municipalities and contractors.

Loss on Disposal of Assets. We did not have any significant fixed asset disposals during the thirteen weeks ended September 29, 2009 and September 30, 2008.

Natural Disaster and Related Expense. The natural disaster and related expense . . .