P F CHANGS CHINA BISTRO INC - FORM 10-Q - July 27, 2011

Attached files

file filename
EX-32.2 - EX-32.2 - P F CHANGS CHINA BISTRO INCa322q2-11.htm
EX-31.1 - EX-31.1 - P F CHANGS CHINA BISTRO INCa311q2-11.htm
EX-31.2 - EX-31.2 - P F CHANGS CHINA BISTRO INCa312q2-11.htm
EX-32.1 - EX-32.1 - P F CHANGS CHINA BISTRO INCa321q2-11.htm


 
 
 
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
Form 10-Q

R
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 3, 2011
or
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     .
Commission file number: 0-25123
P.F. Chang’s China Bistro, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
86-0815086
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
 
7676 East Pinnacle Peak Road
 
85255
Scottsdale, Arizona
 
(Zip Code)
(Address of principal executive offices)
 
 
Registrant’s telephone number, including area code:
(480) 888-3000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
 
Accelerated filer R
 
Non-accelerated filer o
 
Smaller reporting company o
 
 
 
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No R
As of July 3, 2011, there were 22,340,166 outstanding shares of the registrant’s Common Stock.
 
 
 
 
 


1


TABLE OF CONTENTS
Item
 
Page
 
 
 
PART I
FINANCIAL INFORMATION
 
 
 
1.
Financial Statements
 
 
 
 
Consolidated Balance Sheets at July 3, 2011 and January 2, 2011
 
 
 
 
Consolidated Statements of Income for the Three and Six Months Ended July 3, 2011 and July 4, 2010
 
 
 
 
Consolidated Statements of Equity for the Six Months Ended July 3, 2011 and July 4, 2010
 
 
 
 
Consolidated Statements of Cash Flows for the Six Months Ended July 3, 2011 and July 4, 2010
 
 
 
 
Notes to Unaudited Consolidated Financial Statements
 
 
 
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
3.
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
4.
Controls and Procedures
 
 
 
PART II
OTHER INFORMATION
 
 
 
1.
Legal Proceedings
 
 
 
1A.
Risk Factors
 
 
 
2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
3.
Defaults Upon Senior Securities
 
 
 
4.
Removed and Reserved
 
 
 
5.
Other Information
 
 
 
6.
Exhibits
 
 
 
 
Signatures
 
 
 
 
Index to Exhibits
 



2


PART I
FINANCIAL INFORMATION

Item 1. Financial Statements

P.F. CHANG’S CHINA BISTRO, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
 
July 3,
2011
 
January 2,
2011
 
(Unaudited)
 
(Note 1)
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
59,191

 
$
71,452

Inventories
6,131

 
5,542

Other current assets
37,717

 
46,613

Total current assets
103,039

 
123,607

Property and equipment, net
438,173

 
459,469

Goodwill
6,819

 
6,819

Intangible assets, net
18,808

 
19,957

Other assets
27,712

 
24,837

Total assets
$
594,551

 
$
634,689

LIABILITIES AND EQUITY
Current liabilities:
 
 
 
Accounts payable
$
18,170

 
$
20,611

Construction payable
2,876

 
1,562

Accrued expenses
67,852

 
71,714

Unearned revenue
28,516

 
38,371

Current portion of long-term debt
63

 
63

Total current liabilities
117,477

 
132,321

Lease obligations
110,598

 
113,977

Long-term debt
1,218

 
1,195

Other liabilities
15,794

 
24,753

Total liabilities
245,087

 
272,246

Commitments and contingencies (Note 12)
—

 
—

Equity:
 
 
 
PFCB common stockholders’ equity:
 
 
 
Common stock, $0.001 par value, 40,000,000 shares authorized: 22,340,166 shares and 22,833,165 shares issued and outstanding at July 3, 2011 and January 2, 2011, respectively
22

 
23

Additional paid-in capital
253,348

 
250,019

Treasury stock, at cost, 6,530,763 shares and 5,973,623 shares at July 3, 2011 and January 2, 2011, respectively
(210,770
)
 
(187,112
)
Retained earnings
304,870

 
296,564

Total PFCB common stockholders’ equity
347,470

 
359,494

Noncontrolling interests
1,994

 
2,949

Total equity
349,464

 
362,443

Total liabilities and equity
$
594,551

 
$
634,689

See accompanying notes to unaudited consolidated financial statements.


3


P.F. CHANG’S CHINA BISTRO, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
July 3,
2011
 
July 4,
2010
 
July 3,
2011
 
July 4,
2010
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Restaurant sales
$
309,641

 
$
311,502

 
$
625,945

 
$
621,744

Restaurant licensing
649

 
1,108

 
1,333

 
1,237

Retail licensing
724

 
228

 
1,105

 
228

Total revenues
311,014

 
312,838

 
628,383

 
623,209

Costs and expenses:
 
 
 
 
 
 
 
Cost of sales
82,175

 
81,717

 
165,497

 
165,730

Labor
105,321

 
102,295

 
211,785

 
206,770

Operating
52,471

 
51,597

 
106,278

 
104,350

Occupancy
18,681

 
18,609

 
37,106

 
36,447

General and administrative
19,164

 
19,765

 
39,444

 
38,818

Depreciation and amortization
20,780

 
19,335

 
40,478

 
38,336

Preopening expense
213

 
832

 
611

 
965

Partner investment expense
(50
)
 
(135
)
 
(176
)
 
(124
)
Total costs and expenses
298,755

 
294,015

 
601,023

 
591,292

Income from operations
12,259

 
18,823

 
27,360

 
31,917

Interest and other income (expense), net
128

 
(665
)
 
332

 
(1,080
)
Income from continuing operations before taxes
12,387

 
18,158

 
27,692

 
30,837

Provision for income taxes
(3,143
)
 
(5,144
)
 
(7,698
)
 
(8,932
)
Income from continuing operations, net of tax
9,244

 
13,014

 
19,994

 
21,905

Income (loss) from discontinued operations, net of tax
(32
)
 
—

 
(29
)
 
6

Net income
9,212

 
13,014

 
19,965

 
21,911

Less net income attributable to noncontrolling interests
120

 
241

 
277

 
447

Net income attributable to PFCB
$
9,092

 
$
12,773

 
$
19,688

 
$
21,464

Basic income per share:
 
 
 
 
 
 
 
Income from continuing operations attributable to PFCB common stockholders
$
0.41

 
$
0.56

 
$
0.88

 
$
0.94

Income (loss) from discontinued operations, net of tax, attributable to PFCB common stockholders
0.00

 
0.00
 
0.00
 
0.00

Net income attributable to PFCB common stockholders
$
0.41

 
$
0.56

 
$
0.88

 
$
0.94

Diluted income per share:
 
 
 
 
 
 
 
Income from continuing operations attributable to PFCB common stockholders
$
0.40

 
$
0.55

 
$
0.87

 
$
0.93

Income (loss) from discontinued operations, net of tax, attributable to PFCB common stockholders
0.00

 
0.00
 
0.00
 
0.00

Net income attributable to PFCB common stockholders
$
0.40

 
$
0.55

 
$
0.87

 
$
0.93

Weighted average shares used in computation:
 
 
 
 
 
 
 
Basic
22,249

 
22,828

 
22,386

 
22,730

Diluted
22,581

 
23,277

 
22,741

 
23,190

 
 
 
 
 
 
 
 
Cash dividends declared per share
$
0.25

 
$
0.25

 
$
0.46

 
$
0.42

 
 
 
 
 
 
 
 
Amounts attributable to PFCB:
 
 
 
 
 
 
 
Income from continuing operations, net of tax
$
9,124

 
$
12,773

 
$
19,717

 
$
21,458

Income (loss) from discontinued operations, net of tax
(32
)
 
—

 
(29
)
 
6

Net income attributable to PFCB
$
9,092

 
$
12,773

 
$
19,688

 
$
21,464

See accompanying notes to unaudited consolidated financial statements.


4


P.F. CHANG’S CHINA BISTRO, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
(Unaudited)
 
PFCB Common Stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
Other
Comprehensive
Loss
 
 
 
 
 
 
 
Common Stock
 
Additional
Paid-In Capital
 
Treasury Stock
 
 
Retained Earnings
 
Noncontrolling Interests
 
 
 
Shares
 
Amount
 
 
 
 
 
 
Total
Balances, January 3,
2010
22,911

 
$
28

 
$
217,181

 
$
(146,022
)
 
$
(294
)
 
$
264,456

 
$
4,961

 
$
340,310

Issuance of common stock under stock option plans
436

 
—

 
11,284

 
—

 
—

 
—

 
—

 
11,284

Issuance of common stock under employee stock purchase plan
41

 
—

 
1,586

 
—

 
—

 
—

 
—

 
1,586

Shares withheld for taxes on restricted stock, net of forfeitures
(23
)
 
—

 
(57
)
 
—

 
—

 
—

 
—

 
(57
)
Purchases of treasury stock
(252
)
 
(5
)
 
—

 
(11,136
)
 
—

 
—

 
—

 
(11,141
)
Share-based compensation
expense (1)
—

 
—

 
2,684

 
—

 
—

 
—

 
—

 
2,684

Tax benefit from share-based compensation, net
—

 
—

 
1,784

 
—

 
—

 
—

 
—

 
1,784

Unrealized gain on derivatives
—

 
—

 
—

 
—

 
294

 
—

 
—

 
294

Distributions to noncontrolling interest partners
—

 
—

 
—

 
—

 
—

 
—

 
(726
)
 
(726
)
Contributions from noncontrolling interest partners
—

 
—

 
—

 
—

 
—

 
—

 
10

 
10

Purchases of noncontrolling interests, net of tax benefit
—

 
—

 
(259
)
 
—

 
—

 
—

 
(331
)
 
(590
)
Partner investment expense
—

 
—

 
—

 
—

 
—

 
—

 
(124
)
 
(124
)
Partner bonus expense, imputed
—

 
—

 
—

 
—

 
—

 
—

 
213

 
213

Cash dividends paid
—

 
—

 
6

 
—

 
—

 
(3,951
)
 
—

 
(3,945
)
Net income
—

 
—

 
—

 
—

 
—

 
21,464

 
447

 
21,911

Balances, July 4,
2010
23,113

 
$
23

 
$
234,209

 
$
(157,158
)
 
$
—

 
$
281,969

 
$
4,450

 
$
363,493

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances, January 2,
2011
22,833

 
$
23

 
$
250,019

 
$
(187,112
)
 
$
—

 
$
296,564

 
$
2,949

 
$
362,443

Issuance of common stock under stock option plans
30

 
—

 
734

 
—

 
—

 
—

 
—

 
734

Issuance of common stock under employee stock purchase plan
38

 
—

 
1,553

 
—

 
—

 
—

 
—

 
1,553

Shares withheld for taxes on restricted stock, net of forfeitures
(4
)
 
 
 
(14
)
 
 
 
 
 
 
 
 
 
(14
)
Purchases of treasury stock
(557
)
 
(1
)
 
—

 
(23,658
)
 
—

 
—

 
—

 
(23,659
)
Share-based compensation
expense (1)
—

 
—

 
2,086

 
—

 
—

 
—

 
—

 
2,086

Tax benefit from share-based compensation, net
—

 
—

 
171

 
—

 
—

 
—

 
—

 
171

Distributions to noncontrolling interest partners
—

 
—

 
—

 
—

 
—

 
—

 
(434
)
 
(434
)
Purchases of noncontrolling interests, net of tax benefit
—

 
—

 
(1,219
)
 
—

 
—

 
—

 
(734
)
 
(1,953
)
Partner investment expense
—

 
—

 
—

 
—

 
—

 
—

 
(176
)
 
(176
)
Partner bonus expense, imputed
—

 
—

 
—

 
—

 
—

 
—

 
112

 
112

Cash dividends paid
—

 
—

 
18

 
—

 
—

 
(11,382
)
 
—

 
(11,364
)
Net income
—

 
—

 
—

 
—

 
—

 
19,688

 
277

 
19,965

Balances, July 3,
2011
22,340

 
$
22

 
$
253,348

 
$
(210,770
)
 
$
—

 
$
304,870

 
$
1,994

 
$
349,464


(1)
Share-based compensation expense includes equity-classified awards only.
See accompanying notes to unaudited consolidated financial statements.


5


P.F. CHANG’S CHINA BISTRO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Six Months Ended
 
July 3,
2011
 
July 4,
2010
Operating Activities:
 
 
 
Net income
$
19,965

 
$
21,911

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
40,478

 
38,336

Share-based compensation
2,564

 
5,610

Partner investment expense
(176
)
 
(124
)
Partner bonus expense, imputed
112

 
213

Deferred income taxes
(5,330
)
 
(4,555
)
Tax benefit from share-based compensation
(197
)
 
(1,870
)
Other
62

 
170

Changes in operating assets and liabilities:
 
 
 
Inventories
(589
)
 
(206
)
Other current assets
9,138

 
2,907

Other assets
(1,520
)
 
(484
)
Accounts payable
(2,441
)
 
(1,122
)
Accrued expenses
(9,398
)
 
(14,801
)
Unearned revenue
(9,855
)
 
(9,320
)
Lease obligations
(3,274
)
 
293

Other liabilities
1,052

 
821

Net cash provided by operating activities
40,591

 
37,779

Investing Activities:
 
 
 
Capital expenditures
(16,615
)
 
(18,305
)
Receivable under loan facility (Note 12)
(1,157
)
 
(1,814
)
Capitalized interest
(35
)
 
(53
)
Net cash used in investing activities
(17,807
)
 
(20,172
)
Financing Activities:
 
 
 
Payments of cash dividends
(11,364
)
 
(3,945
)
Purchases of treasury stock
(23,659
)
 
(11,141
)
Proceeds from net share issuances
2,273

 
12,813

Purchases of noncontrolling interests, net of tax benefit
(1,953
)
 
(590
)
Distributions to noncontrolling interest partners
(434
)
 
(726
)
Tax benefit from share-based compensation
197

 
1,870

Payments of capital lease obligations
(105
)
 
(97
)
Repayments of long-term debt
—

 
(41,042
)
Contributions from noncontrolling interest partners
—

 
10

Net cash used in financing activities
(35,045
)
 
(42,848
)
Net decrease in cash and cash equivalents
(12,261
)
 
(25,241
)
Cash and cash equivalents at the beginning of the period
71,452

 
63,499

Cash and cash equivalents at the end of the period
$
59,191

 
$
38,258

 
 
 
 
Supplemental Disclosure of Cash Flow Information:
 
 
 
Cash paid for income taxes, net of refunds
$
10,357

 
$
16,909

Cash paid for interest
$
343

 
$
1,353

See accompanying notes to unaudited consolidated financial statements.


6


NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Business and Basis of Presentation

As of July 3, 2011, P.F. Chang's China Bistro, Inc. (the “Company” or “PFCB”) owned and operated 201 full service restaurants under the name P.F. Chang's China Bistro (the “Bistro”) and 173 quick casual restaurants under the name Pei Wei Asian Diner (“Pei Wei”) throughout the United States. There are also ten Bistro restaurants in Mexico and the Middle East, all operated under development and licensing agreements, and two Bistro locations in Hawaii which are operated under a joint venture arrangement in which the Company owns a noncontrolling interest. Through an exclusive licensing agreement with Unilever, a premium line of P.F Chang's branded frozen Asian-style entrées is available in numerous retail outlets throughout the U.S.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended July 3, 2011 are not necessarily indicative of the results that may be expected for the year ending January 1, 2012.

The consolidated balance sheet at January 2, 2011 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 2011.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Principles of Consolidation and Presentation
The Company's consolidated financial statements include the accounts and operations of the Company and its majority-owned subsidiaries. All material balances and transactions between the consolidated entities have been eliminated. Noncontrolling interests are reported below net income under the heading “Net income attributable to noncontrolling interests” in the consolidated statements of income and shown as a component of equity in the consolidated balance sheets.

Revenues

Revenues consist of restaurant sales, restaurant licensing revenues and retail licensing revenues. Restaurant sales represent food, beverage and alcohol sales at the Company's owned restaurants. Restaurant licensing revenues include initial territory fees, store opening fees and ongoing royalty fees based on a percentage of restaurant sales from all licensed restaurants and two restaurants operated under a joint venture arrangement. Retail licensing revenues include ongoing royalty fees based on a percentage of licensed retail product sales.
Recent Accounting Literature

Improving Disclosures about Fair Value Measurements (Accounting Standards Update ("ASU") No. 2010-06)
(Included in ASC 820 “Fair Value Measurement”)

ASU No. 2010-06 requires new disclosures regarding recurring or nonrecurring fair value measurements. Entities are required to separately disclose significant transfers into and out of Level 1 and Level 2 measurements in the fair value hierarchy and describe the reasons for the transfers. Entities are required to provide information on purchases, sales, issuances and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. In addition, entities must provide fair value measurement disclosures for each class of assets and liabilities, and disclosures about the valuation techniques used in determining fair value for Level 2 or Level 3 measurements. ASU No. 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the gross basis reconciliation for the Level 3 fair value measurements, which is effective for fiscal years beginning after December 15, 2010. The adoption of ASU No. 2010-06 did not have a material impact on the Company's consolidated financial statements.

Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU


7


No. 2011-04)
(Included in ASC 820 “Fair Value Measurement”)

ASU No. 2011-04 amends existing guidance to provide common fair value measurements and related disclosure requirements between GAAP and International Financial Reporting Standards (“IFRS”). Additional disclosure requirements in the amendment include: (1) for Level 3 fair value measurements, a description of the valuation processes used by the entity and a discussion of the sensitivity of the fair value measurements to changes in unobservable inputs; (2) discussion of the use of a nonfinancial asset that differs from the asset's highest and best use; and (3) the level of the fair value hierarchy of financial instruments for items that are not measured at fair value but disclosure of fair value is required. ASU No. 2011-04 is effective for interim and annual periods beginning after December 15, 2011 with early adoption not permitted. The Company will adopt ASU No. 2011-04 in fiscal 2012. The Company is currently evaluating the impact ASU No. 2011-04 will have on its consolidated financial statements.
Presentation of Comprehensive Income (ASU No. 2011-05)
(Included in ASC 220 “Comprehensive Income”)

ASU No. 2011-05 amends existing guidance to allow only two options for presenting the components of net income and other comprehensive income: (1) in a single continuous statement of comprehensive income or (2) in two separate but consecutive financial statements consisting of an income statement followed by a statement of other comprehensive income. ASU No. 2011-05 requires retrospective application, and it is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 with early adoption permitted. The Company will adopt ASU No. 2011-05 in fiscal 2012 and does not anticipate any material impact on the Company's consolidated financial statements.

2. Discontinued Operations

Income (loss) from discontinued operations, net of tax is comprised of the following (in thousands):
 
Three Months Ended
 
Six Months Ended
 
July 3,
2011
 
July 4,
2010
 
July 3,
2011
 
July 4,
2010
Income (loss) from discontinued operations before income taxes
$
(52
)
 
$
—

 
$
(47
)
 
$
10

Income tax (expense) benefit
20

 
—

 
18

 
(4
)
Income (loss) from discontinued operations, net of tax
$
(32
)
 
$
—

 
$
(29
)
 
$
6


As of the date of this 10-Q, lease termination agreements for seven and sublease agreements for two of the ten closed locations have been executed. The Company continues to pursue a potential sub-tenant agreement for the remaining closed location.

3. Income from Continuing Operations Attributable to PFCB per Share

Basic income from continuing operations attributable to PFCB per share is computed based on the weighted average number of common shares outstanding during the period. Diluted income from continuing operations attributable to PFCB per share is computed based on the weighted average number of shares of common stock and potentially dilutive securities, which includes options, restricted stock and restricted stock units (“RSUs”) outstanding under the Company's equity plans and employee stock purchase plan. For both the three months ended July 3, 2011 and July 4, 2010, 1.0 million of the Company's options were excluded from the calculation due to their anti-dilutive effect. For the six months ended July 3, 2011 and July 4, 2010, 1.0 million and 1.2 million, respectively, of the Company's shares were excluded from the calculation due to their anti-dilutive effect.

The Company began paying quarterly cash dividends to its shareholders during the second quarter of fiscal 2010. The Company's restricted stock awards are considered participating securities as the awards include non-forfeitable rights to dividends with respect to unvested shares and, as such, must be included in the computation of earnings per share pursuant to the two-class method.  Under the two-class method, a portion of net income is allocated to participating securities, and therefore is excluded from the calculation of earnings per share allocated to common shares. For the three and six months ended July 3, 2011 and July 4, 2010, the calculation of basic and diluted earnings per share pursuant to the two-class method resulted in an immaterial difference from the amounts displayed in the consolidated statements of income.

4. Other Current Assets
Other current assets consist of the following (in thousands):


8


 
July 3,
2011
 
January 2,
2011
Current portion of deferred tax asset
$
11,819

 
$
11,774

Income taxes receivable
8,009

 
10,427

Prepaid rent
5,873

 
5,730

Receivables
5,527

 
14,300

Other
6,489

 
4,382

Total other current assets
$
37,717

 
$
46,613


5. Other Assets
Other assets consist of the following (in thousands):
 
July 3,
2011
 
January 2,
2011
Liquor licenses, net
$
6,622

 
$
6,707

Restoration Plan investments
6,393

 
5,087

Receivable under loan facility(1)
6,350

 
5,193

Software, net
6,025

 
6,007

Deposits
1,789

 
1,305

Other assets, net
533

 
538

Total other assets
$
27,712

 
$
24,837

(1)
See Note 12 for further details on the receivable under the loan facility.

6. Accrued Expenses
Accrued expenses consist of the following (in thousands):
 
July 3,
2011
 
January 2,
2011
Accrued insurance
$
19,532

 
$
17,909

Accrued payroll
16,937

 
24,748

Performance units(1)
5,534

 
—

Sales and use tax payable
5,086

 
7,138

Property tax payable
3,608

 
3,739

Accrued rent
2,676

 
3,749

Other accrued expenses
14,479

 
14,431

Total accrued expenses
$
67,852

 
$
71,714

(1) Performance units were classified in other liabilities at January 2, 2011. See Note 10 for additional discussion.

7. Long-Term Debt
Credit Facility
The senior credit facility (“Credit Facility”) allows for borrowings of up to $75.0 million and expires on August 30, 2013. The Credit Facility contains customary representations, warranties, negative and affirmative covenants, including a requirement to maintain a maximum leverage ratio, as defined, of 2.5:1 and a minimum fixed charge coverage ratio, as defined, of 1.25:1, as well as customary events of default and certain default provisions that could result in acceleration of the Credit Facility.

The Credit Facility is guaranteed by the Company's material existing and future domestic subsidiaries. As of July 3, 2011, the Company had $17.2 million committed for the issuance of letters of credit, which are required by insurance companies for the Company's workers' compensation and general liability insurance programs. Available borrowings under the Credit Facility were $57.8 million at July 3, 2011.

8. Other Liabilities


9


Other liabilities consist of the following (in thousands):
 
July 3,
2011
 
January 2,
2011
Restoration Plan liabilities
$
6,984

 
$
5,517

Cash-settled awards
5,271

 
4,562

Deferred income tax liability
1,119

 
6,378

Performance units(1)
—

 
5,763

Other
2,420

 
2,533

Total other liabilities
$
15,794

 
$
24,753

(1) Performance units were classified in accrued expenses at July 3, 2011.

9. Fair Value Measurements

The Company's financial assets and financial liabilities measured at fair value at July 3, 2011 and January 2, 2011 are summarized below (in thousands):
 
July 3,
 
Quoted Prices in
Active Markets
for Identical
Assets/Liabilities
 
Significant Other
Observable Inputs
 
Significant
Unobservable Inputs
 
Valuation
 
2011
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Technique
Money markets
$
59,330

 
$
—

 
$
59,330

 
$
—

 
market approach
Restoration Plan investments
6,393

 
—

 
6,393

 
—

 
market approach
Restoration Plan liabilities
(6,984
)
 
—

 
(6,984
)
 
—

 
market approach
Total
$
58,739

 
$
—

 
$
58,739

 
$
—

 
 
 
January 2,
 
Quoted Prices in
Active Markets
for Identical
Assets/Liabilities
 
Significant Other
Observable Inputs
 
Significant
Unobservable Inputs
 
Valuation
 
2011
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Technique
Money markets
$
63,990

 
$
—

 
$
63,990

 
$
—

 
market approach
Restoration Plan investments
5,087

 
—

 
5,087

 
—

 
market approach
Restoration Plan liabilities
(5,517
)
 
—

 
(5,517
)
 
—

 
market approach
Total
$
63,560

 
$
—

 
$
63,560

 
$
—

 
 

The Company invests excess cash in money market funds and reflects these amounts within cash and cash equivalents in the consolidated balance sheets at a net value of 1:1 for each dollar invested. Money market investments held by the Company were invested primarily in government-backed securities at July 3, 2011.

The Company's Restoration Plan investments are considered trading securities and are reported at fair value based on third-party broker statements. Such amounts are reflected within other assets in the consolidated balance sheets. The realized and unrealized holding gains and losses related to these investments are recorded in interest and other income (expense), net in the consolidated statements of income.

The Company's Restoration Plan liabilities reflect Plan participants' contributions to the Plan invested in trading securities and reported at fair value based on third-party broker statements. Such amounts are reflected within other liabilities in the consolidated balance sheets. The Plan participants' realized and unrealized holding gains and losses on their Restoration Plan investments are considered compensation expense and are recorded in general and administrative expense in the consolidated statements of income.

There were no transfers between Level 1 and Level 2 measurements in the fair value hierarchy during the three and six months ended July 3, 2011.

10. Share-Based Compensation



10


The Company has granted equity-classified awards in the form of stock options, restricted stock and restricted stock units (“RSUs”) and liability-classified awards in the form of performance units, cash-settled stock appreciation rights (“SARs”) and cash-settled stock-based awards (restricted cash units or “RCUs”) to certain employees and directors.
Equity-Classified Awards
Stock options were granted for a fixed number of shares with an exercise price equal to or greater than the fair value of the shares at the date of grant. Restricted stock and RSUs were granted with the fair value determined based on the Company's closing stock price on the date of grant. Share-based compensation expense for equity-classified awards is amortized to expense over the vesting period. During the first half of fiscal 2011, the Company issued RSUs to members of its Board of Directors.
Liability-Classified Awards
Performance Units
During fiscal 2009, the Company awarded 600,000 performance units to each of the Company’s Co-Chief Executive Officers pursuant to the Company’s 2006 Equity Incentive Plan. Each award will vest on January 1, 2012, at which time the value of such awards, if any, will be determined and paid in cash.
The cash value of the performance units will be equal to the amount, if any, by which the Company's final average stock price as defined in the agreements, exceeds the strike price. The total value of the performance units was originally subject to a maximum value of $12.50 per unit. During December 2010, the outstanding performance unit award associated with one of the Co-Chief Executive Officers was modified such that the maximum value per unit was reduced to $9.00 per unit. All other terms remain the same as specified in the original award agreement. The fair value of the performance units is remeasured at each reporting period until the awards are settled. At July 3, 2011 and January 2, 2011, the fair value of the performance units with a maximum value of $12.50 per unit was $6.11 and $8.30 per unit, respectively. At July 3, 2011 and January 2, 2011, the fair value of the performance units with a maximum value of $9.00 per unit was $5.05 and $6.41 per unit, respectively. The fair value is calculated using a Monte-Carlo simulation model which incorporates the historical performance, volatility and correlation of the Company's stock price and the Russell 2000 Index. At July 3, 2011 and January 2, 2011, the performance unit liability was reflected in the consolidated balance sheets as $5.5 million of accrued expenses and $5.8 million of other liabilities, respectively.

Total cumulative expense recognized for the performance units from date of grant through July 3, 2011 was $5.5 million based on the current estimated fair values of $6.11 and $5.05 per unit. The amount and timing of the recognition of additional expense or benefit, if any, will be dependent on the estimated fair value at each quarterly reporting date. Any changes in fair value may not occur ratably over the remaining two quarters of the award term; therefore, share-based compensation expense related to the performance units could vary significantly in future periods.
Cash-Settled Awards
The cash value of SARs will be based on the appreciation, if any, of the Company's stock price on the date of settlement. The cash value of RCUs will be based on the Company's stock price on the date of settlement. The fair value of SARs and RCUs is remeasured at each reporting period until the awards are settled. The fair value of SARs is equal to the value calculated per the Black-Scholes model and the fair value of RCUs is equal to the sum of the value calculated per the Black-Scholes model and the Company's stock price at the reporting date. At July 3, 2011 and January 2, 2011, the recorded liability of cash-settled awards, reflected in other liabilities in the consolidated balance sheets, was $5.3 million and $4.6 million, respectively. There were no SARs or RCUs granted during the six months ended July 3, 2011.

The fair value of the SARs and RCUs was estimated using a Black-Scholes option pricing model with the following weighted average assumptions:
 
Three and Six Months Ended
July 3, 2011
 
Three and Six Months Ended
July 4, 2010
 
RCUs
 
SARs
 
RCUs
 
SARs
Weighted average risk-free interest rate
0.4
%
 
1.0
%
 
0.8
%
 
1.4
%
Expected life of cash-settled awards (years)
1.5

 
3.1

 
2.6

 
4.1

Expected stock volatility
32.6
%
 
41.8
%
 
50.6
%
 
45.2
%
Expected dividend yield(1)
0.0
%
 
0.0
%
 
0.0
%
 
0.0
%
(1)
Unvested SARs and RCUs are eligible to receive dividend-equivalents in the form of cash or additional awards during the vesting period, and as such, no expected dividend yield is included in the fair value assumptions for these awards.


11



Share-based compensation expense for performance units, SARs and RCUs is recognized over the service period with the impact of updated fair values recognized as cumulative adjustments to share-based compensation expense at the end of each reporting period.
Share-Based Compensation Expense
Share-based compensation expense for equity and liability-classified awards is classified as follows (in thousands):
 
Three Months Ended
 
Six Months Ended
 
July 3,
2011
 
July 4,
2010
 
July 3,
2011
 
July 4,
2010
Equity-classified awards:
 
 
 
 
 
 
 
Labor
$
—

 
$
32

 
$
—

 
$
77

General and administrative
1,082

 
1,504

 
2,091

 
2,607

Liability-classified awards:
 
 
 
 
 
 
 
General and administrative
(123
)
 
1,140

 
600

 
2,957

Total share-based compensation (1)
959

 
2,676

 
2,691

 
5,641

Less tax benefit
(246
)
 
(768
)
 
(756
)
 
(1,658
)
Total share-based compensation, net of tax
$
713

 
$
1,908

 
$
1,935

 
$
3,983

(1)
Share-based compensation expense includes expense related to the cash payment of dividend equivalent units on unvested RCUs and expense related to the payment of cash dividends on unvested restricted stock awards that are not expected to ultimately vest.
Unvested Share-Based Compensation Expense
At July 3, 2011, unvested share-based compensation expense for equity-classified awards, net of forfeitures, totaled $0.6 million for stock options and $1.1 million for restricted stock and RSUs. This expense will be recognized over the remaining weighted average vesting period which is approximately 1.0 years for stock options and 0.6 years for restricted stock and RSUs.

At July 3, 2011, unvested share-based compensation expense for liability-classified awards totaled $1.2 million for performance units and $4.7 million for RCUs and SARs. This expense will be recognized over the remaining weighted average vesting period which is approximately 0.5 years for performance units and 1.7 years for RCUs and SARs.

11. Segment Reporting

The Company operates primarily in the United States food-service industry and has determined that its reportable segments are those that are based on the Company's methods of internal reporting and management structure. The Company's reportable segments are Bistro and Pei Wei. Additionally, revenues related to Bistro restaurants operated by business partners pursuant to development and licensing agreements and licensing fees related to a premium line of frozen entrées operated under a licensing agreement are both reported within Shared Services and Other. There were no material transactions among reportable segments.
The following table presents information about reportable segments (in thousands):


12


 
Total
 
Shared
Services
and Other
 
Bistro
 
Pei Wei
For the Three Months Ended July 3, 2011:
 
 
 
 
 
 
 
Revenues
$
311,014

 
$
1,373

 
$
231,226

 
$
78,415

Segment profit
31,466

 
703

 
25,839

 
4,924

Capital expenditures
9,982

 
258

 
7,349

 
2,375

Depreciation and amortization
20,780

 
670

 
14,550

 
5,560

For the Three Months Ended July 4, 2010:
 
 
 
 
 
 
 
Revenues
$
312,838

 
$
1,336

 
$
233,365

 
$
78,137

Segment profit
39,044

 
806

 
30,109

 
8,129

Capital expenditures
11,564

 
1,193

 
8,397

 
1,974

Depreciation and amortization
19,335

 
530

 
14,043

 
4,762

For the Six Months Ended July 3, 2011:
 
 
 
 
 
 
 
Revenues
$
628,383

 
$
2,438

 
$
467,008

 
$
158,937

Segment profit
66,962

 
1,221

 
54,176

 
11,565

Capital expenditures
16,615

 
874

 
10,503

 
5,238

Depreciation and amortization
40,478

 
1,217

 
28,934

 
10,327

For the Six Months Ended July 4, 2010:
 
 
 
 
 
 
 
Revenues
$
623,209

 
$
1,465

 
$
464,132

 
$
157,612

Segment profit
71,129

 
435

 
54,862

 
15,832

Capital expenditures
18,305

 
1,642

 
13,660

 
3,003

Depreciation and amortization
38,336

 
1,030

 
27,897

 
9,409

As of July 3, 2011:
 
 
 
 
 
 
 
Total assets
$
594,551

 
$
23,327

 
$
478,984

 
$
92,240

Goodwill
6,819

 
—

 
6,566

 
253

As of January 2, 2011:
 
 
 
 
 
 
 
Total assets
$
634,689

 
$
21,195

 
$
515,927

 
$
97,567

Goodwill
6,819

 
—

 
6,566

 
253


In addition to using consolidated results in evaluating the Company's financial results, a primary measure used by executive management in assessing the performance of existing restaurant concepts is segment profitability (sometimes referred to as restaurant operating income). Segment profitability is defined as income from operations before general and administrative, preopening and partner investment expenses, but including a deduction for net income attributable to noncontrolling interests. Because preopening and partner investment expenses are associated with expansion of the Company's business and vary in timing and magnitude, they make an accurate assessment of ongoing operations more difficult and are therefore excluded. Additionally, general and administrative expenses are only included in the Company's consolidated financial results as they are generally not specifically identifiable to individual business units as these costs relate to support of both restaurant businesses and the extension of the Company's brands into international markets and retail products. As the Company's expansion is funded entirely from its ongoing restaurant operations, segment profitability is one consideration when determining whether and when to open additional restaurants. The non-GAAP financial information presented herein should be considered in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the table below for a reconciliation of segment profit to the most directly comparable GAAP measure, income from continuing operations before taxes.
Reconciliation of Segment profit to Income from continuing operations before taxes (in thousands):


13


 
For the Three Months Ended
 
For the Six Months Ended
 
July 3,
2011
 
July 4,
2010
 
July 3,
2011
 
July 4,
2010
Segment profit
$
31,466

 
$
39,044

 
$
66,962

 
$
71,129

Less general and administrative
(19,164
)
 
(19,765
)
 
(39,444
)
 
(38,818
)
Less preopening expense
(213
)
 
(832
)
 
(611
)
 
(965
)
Less partner investment expense
50

 
135

 
176

 
124

Less interest and other income (expense), net
128

 
(665
)
 
332

 
(1,080
)
Add net income attributable to noncontrolling interests
120

 
241

 
277

 
447

Income from continuing operations before taxes
$
12,387

 
$
18,158

 
$
27,692

 
$
30,837


12. Commitments and Contingencies

Litigation and Other
In addition to commitments and obligations in the ordinary course of business, the Company is subject to various claims and legal actions arising out of the normal conduct of business, including commercial and employment matters. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. An estimated loss contingency is accrued in the financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about future events. The Company regularly reviews contingencies to determine the adequacy of the accruals and related disclosures.  The amount of ultimate loss may differ from these estimates.  The Company is also currently under examination by various taxing authorities for years not closed by the statute of limitations. Although the Company currently believes that the ultimate outcome of these matters will not have a material adverse effect on the results of operations, liquidity or financial position of the Company, it is possible that the results of operations, liquidity, or financial position of the Company could be materially affected in any particular future reporting period by the unfavorable resolution of one or more of these contingencies.
Loan Facility
During 2009, the Company entered into an agreement with FRC Balance LLC ("FRC"), d/b/a True Food Kitchen, to provide debt capital for the early-stage development of True Food Kitchen restaurants. The agreement provides for a $10.0 million loan facility to develop True Food Kitchen restaurants and can, under certain conditions, be converted by the Company into a majority equity position in FRC. As of July 3, 2011, the Company had advanced $6.4 million under the loan facility to fund construction of three new restaurants which opened during fiscal 2011 and 2010.

13. Subsequent Events
Cash Dividends

Based on the Board of Directors' authorization, on July 27, 2011 the Company announced a cash dividend of $0.25 per share which will be paid August 22, 2011 to all shareholders of record at the close of business on August 8, 2011. Based on shares outstanding at July 3, 2011, the total dividend payment will approximate $5.6 million during the third quarter of fiscal 2011.

Beginning with the second quarter of fiscal 2011, the Company's Board of Directors approved a quarterly fixed cash dividend which is currently set at $0.25 per share. In prior quarters, cash dividends were variable and calculated based on 45% of the Company's quarterly net income.




14


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

This information should be read in conjunction with the consolidated financial statements and notes thereto included in Item 1 of Part I of this Quarterly Report and the audited consolidated financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations for the year ended January 2, 2011 contained in our 2010 Annual Report on Form 10-K.

Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance are not historical facts and are forward-looking statements. In some cases, forward-looking statements can be identified by terms such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “forecast”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue” or the negative of these terms or other comparable terminology. The forward-looking statements contained in this section involve known and unknown risks, uncertainties and situations that may cause our or our industry's actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. Factors that might cause actual events or results to differ materially from those indicated by these forward-looking statements may include the matters listed under “Risk Factors” in Item 1A (a detailed description of which can be found under the caption “Risk Factors” in our most recently filed Form 10-K the fiscal year ended January 2, 2011) and elsewhere in this Form 10-Q, including, but not limited to, failure of our existing or new restaurants to achieve predicted results; damage to our brands or reputation; inability to successfully expand our operations; changes in general economic conditions that negatively affect consumer spending and dependence of sales concentrated in certain geographic areas; intense competition in the restaurant industry; and failure to comply with governmental regulations as well as the additional risks and other factors described in our Form 10-K for the fiscal year ended January 2, 2011 (as updated by our Form 10-Q for the quarterly period ended April 3, 2011 filed with the SEC on April 27, 2011). Because of the factors listed above, we cannot guarantee future results, levels of activity, performance or achievements, and you should not place undue reliance on these forward-looking statements. These forward-looking statements represent beliefs and assumptions only as of the date of this report. Except as required by applicable law, we undertake no obligation to release publicly the results of any revisions or updates to these forward-looking statements to reflect events or circumstances arising after the date of our financial statements.

Overview

We own and operate two restaurant concepts in the Asian niche: P.F. Chang's China Bistro (“Bistro”) and Pei Wei Asian Diner (“Pei Wei”). Additionally, under Global Brand Development we have extended our brand to international markets and domestic retail products, with both businesses operating under licensing agreements.
Bistro

As of July 3, 2011, we owned and operated 201 full service Bistro restaurants that feature a blend of high quality, Chinese-inspired cuisine and attentive service in a high energy contemporary bistro setting. P.F. Chang's was formed in early 1996 with the acquisition of the four original Bistro restaurants and the hiring of an experienced management team. Utilizing a partnership management philosophy, we embarked on a strategic expansion of the concept targeted at major metropolitan areas throughout the United States. We own and operate all of our restaurants in the continental U.S.

We intend to open two new Bistro restaurants during fiscal 2011, neither of which was open by the end of the second quarter of fiscal 2011. Our Bistro restaurants typically range in size from 6,000 to 7,500 square feet and require an average total invested capital of approximately $3.5 million to $4.0 million per restaurant (net of estimated tenant incentives). This total capitalized investment includes the capitalized lease value of the property, which can vary greatly depending on the specific trade area. We expect that our planned future restaurants will require, on average, a total cash investment per restaurant of approximately $2.5 million to $3.0 million (net of estimated tenant incentives). Preopening expenses typically average approximately $350,000 to $400,000 per restaurant.
Pei Wei

As of July 3, 2011, we owned and operated 173 quick casual Pei Wei restaurants that offer a menu of fresh, high-quality Asian cuisine and provide a comfortable, quick and casual dine-in experience as well as the flexibility, speed and convenience of take-away service. Pei Wei offers the same spirit of hospitality and commitment to providing fresh, high-quality Asian food at a great value that has made our Bistro restaurants successful. We opened our first Pei Wei restaurant in July 2000 in the Phoenix, Arizona area and have expanded the concept significantly since that time.

We intend to open five new Pei Wei restaurants during fiscal 2011, all of which were open by the end of the second quarter of


15


fiscal 2011. Our Pei Wei restaurants typically range in size from 2,800 to 3,400 square feet and require an average total invested capital of approximately $1.5 million per restaurant (net of estimated tenant incentives). This total capitalized investment includes the capitalized lease value of the property, which can vary greatly depending on the specific trade area. We expect that our planned future restaurants will require, on average, a total cash investment per restaurant of approximately $750,000 to $850,000 (net of estimated tenant incentives). Preopening expenses typically average approximately $140,000 to $160,000 per restaurant.
Global Brand Development
International and Other Venues

We are selectively pursuing expansion of our brands into various international markets and other venues. During fiscal 2010 and 2009, we signed four development and licensing agreements with partners who will develop and operate Bistro restaurants in international markets. Our licensing agreements typically provide for us to receive an initial territory fee, store opening fees and ongoing royalty revenues based on a percentage of restaurant sales ("restaurant licensing revenues"). As of July 3, 2011, ten Bistro restaurants were open in Mexico and the Middle East. During fiscal 2011, our partners collectively expect to open nine to ten new Bistro restaurants in international markets, three of which were open as of the end of the second quarter of 2011.

In April 2011, we signed a development and licensing agreement with Interaction Asian Restaurants L.P., headed by a leading restaurant operator in Canada, to develop twelve Bistro restaurants over the next ten years throughout Eastern Canada. The first location in Canada is scheduled to open during fiscal 2012.

In May 2011, we signed a development and licensing agreement with Alsea, S.A.B. de C.V., the leading quick service restaurant and casual dining operator in Latin America, to develop seventeen Bistro restaurants over the next ten years throughout Argentina, Chile and Colombia. The first location is scheduled to open in Chile during fiscal 2012.

We continue to engage in discussions with additional potential partners regarding expansion of our brands.

There are also two Bistro restaurants located in Hawaii which are operated under a joint venture arrangement in which we own a noncontrolling interest.

Additionally, through a licensing agreement with HMS Host, we expect to open our first two Pei Wei Asian Diner airport locations in John Wayne Orange County Airport and Minneapolis - St. Paul Airport late this year.
Retail

During 2009, we entered into an exclusive licensing agreement with Unilever to develop and launch a premium line of frozen Asian-style entrées in the U.S. under the P.F. Chang's brand. We receive ongoing royalty revenues based on a percentage of product sales ("retail licensing revenues"), with such percentages escalating over the first three years of the agreement. The product line became available in numerous retail outlets during the second quarter of 2010, at which time we began recognizing retail licensing revenues.
Other Ventures

During 2009, we entered into an agreement with FRC Balance LLC, d/b/a True Food Kitchen, to provide debt capital for the early-stage development of True Food Kitchen restaurants. The agreement provides a $10.0 million loan facility to develop True Food Kitchen restaurants that we can, under certain conditions, convert into a majority equity position in FRC. As of July 3, 2011, we had advanced $6.4 million under the loan facility to fund construction of three new restaurants which opened during fiscal 2011 and 2010.

Critical Accounting Policies

Our critical accounting policies are those that require significant judgment. There have been no material changes to the critical accounting policies previously reported in our 2010 Annual Report on Form 10-K.

Results of Operations

The following tables set forth certain unaudited quarterly information for the three and six month periods ended July 3, 2011 and July 4, 2010, respectively. This quarterly information has been prepared on a basis consistent with the audited financial statements and, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair


16


presentation of the information for the periods presented. Our quarterly operating results may fluctuate significantly as a result of a variety of factors, and operating results for any quarter are not necessarily indicative of results for a full fiscal year.

The discussion of changes in operating results includes quantification, where meaningful, of the factors that contribute to the change based on a percentage of revenues and/or absolute dollars. The sum of the changes quantified in the explanations may not total the changes displayed in the tables below as there may be less significant changes in the income statement line items that are not the main contributors to the change.

Results for the three month periods ended July 3, 2011 and July 4, 2010
Our consolidated operating results were as follows (dollars in thousands):
 
Three Months Ended
 
July 3,
2011
 
% of
Revenues
 
July 4,
2010
 
% of
Revenues
 
Change
 
%
Change
Revenues:
 
 
 
 
 
 
 
 
 
 
 
   Restaurant sales
$
309,641

 
 
 
$
311,502

 
 
 
$
(1,861
)
 
(0.6
)%
   Restaurant licensing
649

 
 
 
1,108

 
 
 
(459
)
 
(41.4
)%
   Retail licensing
724

 
 
 
228

 
 
 
496

 
—

Total revenues
311,014

 
100.0
 %
 
312,838

 
100.0
 %
 
(1,824
)
 
(0.6
)%
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
82,175

 
26.4
 %
 
81,717

 
26.1
 %
 
458

 
0.6
 %
Labor
105,321

 
33.9
 %
 
102,295

 
32.7
 %
 
3,026

 
3.0
 %
Operating
52,471

 
16.9
 %
 
51,597

 
16.5
 %
 
874

 
1.7
 %
Occupancy
18,681

 
6.0
 %
 
18,609

 
5.9
 %
 
72

 
0.4
 %
General and administrative
19,164

 
6.2
 %
 
19,765

 
6.3
 %
 
(601
)
 
(3.0
)%
Depreciation and amortization
20,780

 
6.7
 %
 
19,335

 
6.2
 %
 
1,445

 
7.5
 %
Preopening expense
213

 
0.1
 %
 
832

 
0.3
 %
 
(619
)
 
(74.4
)%
Partner investment expense
(50
)
 
0.0
 %
 
(135
)
 
0.0
 %
 
85

 
(63.0
)%
Total costs and expenses
298,755

 
96.1
 %
 
294,015

 
94.0
 %
 
4,740

 
1.6
 %
Income from operations
12,259

 
3.9
 %
 
18,823

 
6.0
 %
 
(6,564
)
 
(34.9
)%
Interest and other income (expense), net
128

 
0.0
 %
 
(665
)
 
(0.2
)%
 
793

 
—

Income from continuing operations before taxes
12,387

 
4.0
 %
 
18,158

 
5.8
 %
 
(5,771
)
 
(31.8
)%
Provision for income taxes
(3,143
)
 
(1.0
)%
 
(5,144
)
 
(1.6
)%
 
2,001

 
(38.9
)%
Income from continuing operations, net of tax
9,244

 
3.0
 %
 
13,014

 
4.2
 %
 
(3,770
)
 
(29.0
)%
Loss from discontinued operations, net of tax
(32
)
 
0.0
 %
 
—

 
0.0
 %
 
(32
)
 
—

Net income
9,212

 
3.0
 %
 
13,014

 
4.2
 %
 
(3,802
)
 
(29.2
)%
Less net income attributable to noncontrolling interests
120

 
0.0
 %
 
241

 
0.1
 %
 
(121
)
 
(50.2
)%
Net income attributable to PFCB
$
9,092

 
2.9
 %
 
$
12,773

 
4.1
 %
 
$
(3,681
)
 
(28.8
)%
Certain percentage amounts may not sum due to rounding. Percentages over 100% are not displayed.
Selected operating statistics for the Bistro were as follows (dollars in thousands):


17


 
Three Months Ended
 
July 3,
2011
 
% of
Revenues
 
July 4,
2010
 
% of
Revenues
 
Change
 
%
Change
Total revenues
$
231,226

 
100.0
%
 
$
233,365

 
100.0
%
 
$
(2,139
)
 
(0.9
)%
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
60,759

 
26.3
%
 
60,914

 
26.1
%
 
(155
)
 
(0.3
)%
Labor
78,442

 
33.9
%
 
76,769

 
32.9
%
 
1,673

 
2.2
 %
Operating
38,442

 
16.6
%
 
38,183

 
16.4
%
 
259

 
0.7
 %
Occupancy
13,125

 
5.7
%
 
13,254

 
5.7
%
 
(129
)
 
(1.0
)%
Depreciation and amortization
14,550

 
6.3
%
 
14,043

 
6.0
%
 
507

 
3.6
 %
Preopening expense
28

 
0.0
%
 
765

 
0.3
%
 
(737
)
 
(96.3
)%
Partner investment expense
—

 
0.0
%
 
—

 
0.0
%
 
—

 
—

Net income attributable to noncontrolling interests
69

 
0.0
%
 
93

 
0.0
%
 
(24
)
 
(25.8
)%
Percentages over 100% are not displayed.
Selected operating statistics for Pei Wei were as follows (dollars in thousands):
 
Three Months Ended
 
July 3,
2011
 
% of
Revenues
 
July 4,
2010
 
% of
Revenues
 
Change
 
%
Change
Total revenues
$
78,415

 
100.0
 %
 
$
78,137

 
100.0
 %
 
$
278

 
0.4
 %
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
21,416

 
27.3
 %
 
20,803

 
26.6
 %
 
613

 
2.9
 %
Labor
26,879

 
34.3
 %
 
25,526

 
32.7
 %
 
1,353

 
5.3
 %
Operating
14,029

 
17.9
 %
 
13,414

 
17.2
 %
 
615

 
4.6
 %
Occupancy
5,556

 
7.1
 %
 
5,355

 
6.9
 %
 
201

 
3.8
 %
Depreciation and amortization
5,560

 
7.1
 %
 
4,762

 
6.1
 %
 
798

 
16.8
 %
Preopening expense
185

 
0.2
 %
 
67

 
0.1
 %
 
118

 
—

Partner investment expense
(50
)
 
(0.1
)%
 
(135
)
 
(0.2
)%
 
85

 
(63.0
)%
Net income attributable to noncontrolling interests
51

 
0.1
 %
 
148

 
0.2
 %
 
(97
)
 
(65.5
)%
Percentages over 100% are not displayed.
Revenues
Restaurant Sales
Our restaurant sales are derived primarily from food and beverage sales. Each segment contributed as follows:

Bistro:  The decrease in revenues was primarily attributable to a $5.9 million decline in revenues for stores that opened prior to the second quarter of 2010, including traffic declines partially offset by the benefit of a one to two percent menu price increase. The decrease was partially offset by incremental new store revenues of $3.8 million, comprised of a full quarter of revenues from the four new stores that opened during the last three quarters of fiscal 2010.

Pei Wei:  The increase in revenues was primarily attributable to incremental new store revenues of $2.5 million, comprised of revenues generated by the five new stores that opened during fiscal 2011 and a full quarter of revenues from the one new store that opened during the last three quarters of fiscal 2010. The increase was partially offset by a $2.2 million decrease in revenues for stores open prior to the second quarter of 2010 including traffic declines, partially offset by the benefit of a two to three percent menu price increase.

Restaurant Licensing


18



Our restaurant licensing revenues are derived primarily from initial territory fees, store opening fees, and ongoing royalty fees based on a percentage of restaurant sales from restaurants operated under development and licensing agreements and joint venture agreements.

The decrease in revenues was primarily attributable to $0.7 million of initial territory fees and $0.1 million of store opening fees recognized in the second quarter of fiscal 2010 partially offset by $0.3 million of higher royalty fees in the second quarter of fiscal 2011.

Retail Licensing

Our retail licensing revenues are derived from ongoing royalty fees based on a percentage of licensed retail product sales, with such percentage escalating over the first three years of the agreement.

The increase in revenues was primarily attributable to higher retail product sales as well as an escalation in the royalty percentage in the beginning of the second quarter of fiscal 2011.
Costs and Expenses
Cost of Sales
Cost of sales is comprised of the cost of food and beverages. Each segment contributed as follows:

Bistro:  Cost of sales as a percentage of revenues increased primarily due to unfavorable commodity pricing primarily related to seafood, beef and Asian imports (+0.6%) partially offset by the benefit of a menu price increase.

Pei Wei: Cost of sales as a percentage of revenues increased primarily due to unfavorable commodity pricing primarily related to beef, Asian imports and seafood partially offset by lower rice costs (+0.4%) as well as yield fluctuations and operational inefficiencies.
Labor

Labor expenses consist of restaurant management salaries, hourly staff payroll costs, other payroll-related items, workers' compensation costs and imputed partner bonus expense. Imputed partner bonus expense represents the portion of restaurant-level operating results that is allocable to certain noncontrolling partners, but is presented as bonus expense for accounting purposes. Each segment contributed as follows:

Bistro:  Labor expenses increased primarily due to $1.3 million of labor expenses at new restaurants that opened during fiscal 2010, $0.7 million of higher workers' compensation insurance expense, $0.7 million of average wage rate pressure and $0.7 million higher health insurance costs. These increases were partially offset by a $1.1 million decrease in incentive accruals and a $0.9 million decrease in culinary and hospitality labor costs primarily resulting from scheduling efficiencies due to lapping of the initial happy hour rollout during fiscal 2010.

As a percentage of revenues, labor expenses increased primarily due to higher workers' compensation insurance expense (+0.3%), higher health insurance costs (+0.3%) and higher payroll taxes (+0.2%). In addition, the increase was also due to average wage rate pressure and the impact of decreased leverage on lower average weekly sales on the portion of labor expenses that is fixed in nature. These increases were partially offset by lower incentive accruals (-0.4%).

Pei Wei:   Labor expenses increased primarily due to $1.0 million of labor expenses at new restaurants that opened during fiscal 2011 and fiscal 2010, $0.3 million higher workers' compensation insurance expense and a $0.1 million increase in hospitality and culinary labor costs, partially offset by a $0.3 million decrease in  management incentive accruals.

As a percentage of revenues, labor expenses increased primarily due to operational inefficiencies in culinary and hospitality positions and new restaurants (+1.1%) and higher workers' compensation insurance expense (+0.4%). In addition, the increase was also due to the impact of decreased leverage on lower average weekly sales on the portion of labor expenses that is fixed in nature. These increases were partially offset by lower management incentive accruals (-0.3%).
Operating



19


Operating expenses consist primarily of various restaurant-level costs such as repairs and maintenance, utilities and marketing, certain of which are variable and may fluctuate with revenues. Also, expenditures associated with marketing programs are discretionary in nature and the timing and amount of marketing spend will vary. Each segment contributed as follows:

Bistro:  Operating expenses increased primarily due to $1.0 million higher repairs and maintenance costs and $0.7 million of operating expenses at new restaurants that opened during fiscal 2010, partially offset by a $1.4 million decline in marketing spend.

As a percentage of revenues, operating expenses increased primarily due to higher repairs and maintenance costs (+0.5%), the impact of decreased leverage on lower average weekly sales (+0.2%) and higher restaurant supply costs (+0.2%), partially offset by lower marketing spend (-0.6%).

Pei Wei:  Operating expenses increased primarily due to $0.4 million of higher marketing spend and $0.4 million of operating expenses at new restaurants that opened during fiscal 2011 and fiscal 2010.

As a percentage of revenues, operating expenses increased primarily due to higher marketing spend (+0.6%).
Occupancy

Occupancy costs include both fixed and variable portions of rent, common area maintenance charges, property and general liability insurance and property taxes. Each segment contributed as follows:

Bistro:  Occupancy costs decreased primarily due to a $0.2 million decrease in rent expense and a $0.1 million decrease in general liability insurance costs partially offset by $0.3 million of occupancy costs at new restaurants that opened during fiscal 2010.

As a percentage of revenues, occupancy costs were consistent due to lower rent expense (-0.1%) offset by the impact of decreased leverage on lower average weekly sales (+0.1%).

Pei Wei:  Occupancy costs increased primarily due to $0.2 million of occupancy costs at new restaurants that opened during fiscal 2011 and fiscal 2010.

As a percentage of revenues, occupancy costs increased primarily due to the impact of decreased leverage on lower average weekly sales (+0.2%).
General and Administrative

General and administrative expenses are comprised of costs associated with corporate and administrative functions that support restaurant development and operations and provide infrastructure to support future growth including, but not limited to, management and staff compensation, employee benefits, travel, legal and professional fees and technology. The Plan participants' realized and unrealized holding gains and losses related to liabilities associated with the Restoration Plan, a nonqualified deferred compensation plan, are included within general and administrative expense, with a corresponding offset for the Restoration Plan investments in interest and other income (expense), net.

Consolidated general and administrative costs decreased primarily due to a $1.7 million decline in share-based compensation expense principally resulting from a decrease in fair value of the performance units and other cash-settled awards and a $0.7 million decrease in incentive accruals, partially offset by a $0.9 million increase in health insurance costs, $0.6 million in higher management salaries and $0.5 million of additional compensation expense resulting from Plan participants' unrealized holding gains associated with the Restoration Plan liabilities.

Depreciation and Amortization

Depreciation and amortization expenses include the depreciation of fixed assets, gains and losses on disposal of assets and the amortization of intangible assets, software and non-transferable liquor license fees. Each segment contributed as follows:

Bistro:  Depreciation and amortization expenses increased primarily due to an increase of $0.4 million related to leasehold improvement asset life adjustments and $0.3 million of depreciation expense for new restaurants that opened during fiscal 2010, partially offset by a $0.2 million decrease in depreciation due to furniture, fixtures, and equipment that were fully depreciated during fiscal 2011 and fiscal 2010.


20



As a percentage of revenues, depreciation and amortization expenses increased primarily due to decreased leverage on lower average weekly sales (+0.2%) and leasehold improvement asset life adjustments (+0.2%).

Pei Wei:  Depreciation and amortization expenses increased due to a $0.6 million non-cash asset impairment charge related to the full write-off of the carrying value of long-lived assets at one restaurant that continues to operate and $0.2 million of depreciation expense for new restaurants that opened during fiscal 2011 and fiscal 2010.

As a percentage of revenues, depreciation and amortization expenses increased primarily due to a non-cash asset impairment charge related to the full write-off of the carrying value of long-lived assets at one restaurant that continues to operate (+0.8%) and the impact of decreased leverage on lower average weekly sales (+0.2%).
Preopening Expense
Preopening expense, consisting primarily of manager salaries, employee payroll and related training costs incurred prior to the opening of a restaurant, is expensed as incurred. Preopening expense also includes the accrual for straight-line rent recorded during the period between date of possession and the restaurant opening date for our leased restaurant locations. Each segment contributed as follows:

Bistro: Preopening expense decreased primarily due to the impact of no new restaurant openings during the second quarter of fiscal 2011 compared to opening two restaurants during the second quarter of fiscal 2010.

Pei Wei: Preopening expense increased primarily due to the impact of opening two new restaurants during the second quarter of fiscal 2011 compared to no new restaurant openings during the second quarter of fiscal 2010.
Partner Investment Expense
Partner investment expense represents the difference between the imputed fair value of noncontrolling interests at the time our partners invested in our restaurants and our partners' cash contributions for those ownership interests. Additionally, for those interests that are bought out prior to the restaurant reaching maturity (typically after five years of operation), partner investment expense includes a reversal of previously recognized expense for the difference between the fair value of the noncontrolling interest at inception date and the fair value at the date of repurchase, to the extent that the former is greater.

The increase in consolidated partner investment expense is primarily due to the impact of fewer early buyouts during the second quarter of fiscal 2011 compared to the second quarter of fiscal 2010.
Interest and Other Income (Expense), Net

Interest income earned primarily relates to advances under the loan facility and interest bearing overnight deposits. Interest expense primarily consists of interest costs in excess of amounts capitalized related to our outstanding credit line (to the extent balances are outstanding) and other borrowings, as well as accretion expense related to our conditional asset retirement obligations. Realized and unrealized holding gains and losses related to investments in the Restoration Plan are included within other income (expense), with a corresponding offset for the Restoration Plan liabilities in general and administrative expense.

The change in consolidated interest and other income (expense), net was primarily due to a $0.4 million increase in unrealized holding gains associated with investments in the Restoration Plan, $0.3 million lower interest expense resulting from the repayment of the entire $40.0 million in outstanding credit line borrowings during the second quarter of 2010 as well as a $0.1 million increase in interest income.

Provision for Income Taxes

Our effective tax rate from continuing operations, including discrete items and deduction for noncontrolling interests, was 25.6% for the second quarter of fiscal 2011 compared to 28.7% for the second quarter of fiscal 2010.  The income tax rate for both fiscal 2011 and fiscal 2010 differed from the expected provision for income taxes, which is derived by applying the statutory income tax rate, primarily as a result of FICA tip credits.  Pei Wei and Global Brand Development employees are not tipped.  As we do not earn FICA tip credits from the Pei Wei and Global Brand Development employees and as the proportion of net income contributed by Pei Wei and Global Brand Development grows, we expect our effective tax rate to increase.

Management has evaluated all positive and negative evidence concerning the realizability of deferred tax assets and has determined


21


that, with the exception of a small amount of state net operating losses, we will recognize sufficient future taxable income to realize the benefit of our deferred tax assets.
Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests represents the portion of our net income which is attributable to the collective ownership interests of our noncontrolling partners. In certain of our restaurants, we historically employed a partnership management structure whereby we entered into a series of partnership agreements with our regional managers, certain of our general managers and certain of our executive chefs. Each segment contributed as follows:

Bistro:  The change in net income attributable to noncontrolling interests was primarily due to lower restaurant net income and the full year impact of noncontrolling interest buyouts that occurred during fiscal 2010.

Pei Wei:  The change in net income attributable to noncontrolling interests was primarily due to the impact of eighty noncontrolling interest buyouts occurring since the beginning of fiscal 2010.

Results for the six month periods ended July 3, 2011 and July 4, 2010
Our consolidated operating results were as follows (dollars in thousands):
 
Six Months Ended
 
July 3,
2011
 
% of
Revenues
 
July 4,
2010
 
% of
Revenues
 
Change
 
%
Change
Revenues:
 
 
 
 
 
 
 
 
 
 
 
   Restaurant sales
$
625,945

 
 
 
$
621,744

 
 
 
$
4,201

 
0.7
 %
   Restaurant licensing
1,333

 
 
 
1,237

 
 
 
96

 
7.8
 %
   Retail licensing
1,105

 
 
 
228

 
 
 
877

 
—

Total revenues
628,383

 
100.0
 %
 
623,209

 
100.0
 %
 
5,174

 
0.8
 %
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
165,497

 
26.3
 %
 
165,730

 
26.6
 %
 
(233
)
 
(0.1
)%
Labor
211,785

 
33.7
 %
 
206,770

 
33.2
 %
 
5,015

 
2.4
 %
Operating
106,278

 
16.9
 %
 
104,350

 
16.7
 %
 
1,928

 
1.8
 %
Occupancy
37,106

 
5.9
 %
 
36,447

 
5.8
 %
 
659

 
1.8
 %
General and administrative
39,444

 
6.3
 %
 
38,818

 
6.2
 %
 
626

 
1.6
 %
Depreciation and amortization
40,478

 
6.4
 %
 
38,336

 
6.2
 %
 
2,142

 
5.6
 %
Preopening expense
611

 
0.1
 %
 
965

 
0.2
 %
 
(354
)
 
(36.7
)%
Partner investment expense
(176
)
 
0.0
 %
 
(124
)
 
0.0
 %
 
(52
)
 
41.9
 %
Total costs and expenses
601,023

 
95.6
 %
 
591,292

 
94.9
 %
 
9,731

 
1.6
 %
Income from operations
27,360

 
4.4
 %
 
31,917

 
5.1
 %
 
(4,557
)
 
(14.3
)%
Interest and other income (expense), net
332

 
0.1
 %
 
(1,080
)
 
(0.2
)%
 
1,412

 
—

Income from continuing operations before taxes
27,692

 
4.4
 %
 
30,837

 
4.9
 %
 
(3,145
)
 
(10.2
)%
Provision for income taxes
(7,698
)
 
(1.2
)%
 
(8,932
)
 
(1.4
)%
 
1,234

 
(13.8
)%
Income from continuing operations, net of tax
19,994

 
3.2
 %
 
21,905

 
3.5
 %
 
(1,911
)
 
(8.7
)%
Income (loss) from discontinued operations, net of tax
(29
)
 
0.0
 %
 
6

 
0.0
 %
 
(35
)
 
—

Net income
19,965

 
3.2
 %
 
21,911

 
3.5
 %
 
(1,946
)
 
(8.9
)%
Less net income attributable to noncontrolling interests
277

 
0.0
 %
 
447

 
0.1
 %
 
(170
)
 
(38.0
)%
Net income attributable to PFCB
$
19,688

 
3.1
 %
 
$
21,464

 
3.4
 %
 
$
(1,776
)
 
(8.3
)%
Certain percentage amounts may not sum due to rounding. Percentages over 100% are not displayed.


22


Selected operating statistics for the Bistro were as follows (dollars in thousands):
 
Six Months Ended
 
July 3,
2011
 
% of
Revenues
 
July 4,
2010
 
% of
Revenues
 
Change
 
%
Change
Total revenues
$
467,008

 
100.0
%
 
$
464,132

 
100.0
%
 
$
2,876

 
0.6
 %
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
122,092

 
26.1
%
 
123,625

 
26.6
%
 
(1,533
)
 
(1.2
)%
Labor
158,234

 
33.9
%
 
154,961

 
33.4
%
 
3,273

 
2.1
 %
Operating
77,225

 
16.5
%
 
76,729

 
16.5
%
 
496

 
0.6
 %
Occupancy
26,199

 
5.6
%
 
25,894

 
5.6
%
 
305

 
1.2
 %
Depreciation and amortization
28,934

 
6.2
%
 
27,897

 
6.0
%
 
1,037

 
3.7
 %
Preopening expense
26

 
0.0
%
 
791

 
0.2
%
 
(765
)
 
(96.7
)%
Partner investment expense
—

 
0.0
%
 
—

 
0.0
%
 
—

 
—

Net income attributable to noncontrolling interests
148

 
0.0
%
 
164

 
0.0
%
 
(16
)
 
(9.8
)%
Percentages over 100% are not displayed.
Selected operating statistics for Pei Wei were as follows (dollars in thousands):
 
Six Months Ended
 
July 3,
2011
 
% of
Revenues
 
July 4,
2010
 
% of
Revenues
 
Change
 
%
Change
Total revenues
$
158,937

 
100.0
 %
 
$
157,612

 
100.0
 %
 
$
1,325

 
0.8
 %
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
43,405

 
27.3
 %
 
42,105

 
26.7
 %
 
1,300

 
3.1
 %
Labor
53,551

 
33.7
 %
 
51,809

 
32.9
 %
 
1,742

 
3.4
 %
Operating
29,053

 
18.3
 %
 
27,621

 
17.5
 %
 
1,432

 
5.2
 %
Occupancy
10,907

 
6.9
 %
 
10,553

 
6.7
 %
 
354

 
3.4
 %
Depreciation and amortization
10,327

 
6.5
 %
 
9,409

 
6.0
 %
 
918

 
9.8
 %
Preopening expense
585

 
0.4
 %
 
174

 
0.1
 %
 
411

 
—

Partner investment expense
(176
)
 
(0.1
)%
 
(124
)
 
(0.1
)%
 
(52
)
 
41.9
 %
Net income attributable to noncontrolling interests
129

 
0.1
 %
 
283

 
0.2
 %
 
(154
)
 
(54.4
)%
Percentages over 100% are not displayed.
Revenues
Restaurant Sales
Each segment contributed as follows:

Bistro:  The increase in revenues was primarily attributable to incremental new store revenues of $8.1 million, comprised of a full six months of revenues from the four new stores that opened during fiscal 2010. The increase was partially offset by a $5.2 million decrease in revenues for stores open prior to fiscal 2010 including traffic declines, partially offset by the benefit of a two to three percent menu price increase.

Pei Wei:  The increase in revenues was primarily attributable to incremental new store revenues of $3.6 million, comprised of revenues generated by the five new stores that opened during fiscal 2011 and a full six months of revenues from the two new stores that opened during fiscal 2010. The increase was partially offset by a $2.3 million decrease in revenues for stores open prior to fiscal 2010 primarily due to net unfavorable shifts in product mix and traffic, partially offset by the benefit of a two to three percent menu price increase. The decrease also included approximately $1.1 million in lost sales resulting from temporary Arizona store closures during the first quarter of fiscal 2011.


23



Restaurant Licensing

The increase in revenues was attributable to $0.8 million of higher royalty fees primarily due to a greater number of international locations open through the second quarter of fiscal 2011 partially offset by $0.7 million of initial territory fees recognized during the first half of fiscal 2010.

Retail Licensing

The increase in revenues was primarily attributable to two full quarters of retail product sales in fiscal 2011 in addition to higher retail product sales and an escalation in the royalty percentage in the second quarter of fiscal 2011.
Costs and Expenses
Cost of Sales
Each segment contributed as follows:

Bistro:  Cost of sales as a percentage of revenues decreased primarily due to net favorable product mix shifts and operational efficiencies, partially offset by the net impact of unfavorable commodity pricing (+0.4%) primarily related to seafood, beef, Asian imports, produce and poultry partially offset by lower wok oil costs.

Pei Wei:  Cost of sales as a percentage of revenues increased primarily due to the net unfavorable impact of product mix shifts and yield fluctuations as well as the net impact of unfavorable commodity pricing (+0.3%) primarily related to beef, poultry, produce, Asian imports and seafood, partially offset by lower wok oil and rice costs.
Labor

Each segment contributed as follows:

Bistro:  Labor expenses increased primarily due to $2.7 million of labor expenses at new restaurants that opened during fiscal 2010, a $1.7 million increase in incentive accruals, $1.0 million of average wage rate pressure, $0.8 million higher workers' compensation insurance expense, and $0.6 million higher health insurance costs, partially offset by a $3.9 million decrease in culinary and hospitality labor costs primarily resulting from scheduling efficiencies due to lapping of the initial happy hour rollout during fiscal 2010.

As a percentage of revenues, labor expenses increased due to higher incentive accruals (+0.4%), higher workers' compensation insurance expense (+0.2%) and higher health insurance costs (+0.1%). In addition, the increase was also due to average wage rate pressure and the impact of decreased leverage on lower average weekly sales on the portion of labor expenses that is fixed in nature. These increases were partially offset by improved operational efficiencies in hospitality and culinary positions due to lapping of the initial happy hour rollout during fiscal 2010 (-0.6%).

Pei Wei:   Labor expenses increased primarily due to $1.5 million of labor expenses at new restaurants that opened during fiscal 2011 and fiscal 2010, $0.3 million higher workers' compensation insurance expense and a $0.2 million increase in hospitality and culinary labor costs, partially offset by a $0.4 million decrease in  management incentive accruals.

As a percentage of revenues, labor expenses increased primarily due to operational inefficiencies in culinary and hospitality positions and new restaurants (+0.8%) and higher workers' compensation insurance expense (+0.2%), partially offset by lower management incentive accruals (-0.2%). Additionally, the increases were also partially offset by average wage rate relief.
Operating

Each segment contributed as follows:

Bistro:  Operating expenses increased primarily due to $1.5 million of operating expenses at new restaurants that opened during fiscal 2010 and $1.3 million higher repairs and maintenance costs, partially offset by $1.3 million lower marketing spend, $0.6 million lower utilities costs and $0.4 million lower restaurant supply costs.

As a percentage of revenues, operating expenses increased primarily due to higher repairs and maintenance costs (+0.3%)


24


partially offset by lower marketing spend (-0.3%).

Pei Wei:  Operating expenses increased primarily due to $0.7 million higher marketing spend, $0.6 million of operating expenses at new restaurants that opened during fiscal 2011 and fiscal 2010 and $0.4 million higher repairs and maintenance costs.

As a percentage of revenues, operating expenses increased primarily due to higher marketing spend (+0.5%) and higher repairs and maintenance costs (+0.2%).
Occupancy

Each segment contributed as follows:

Bistro:  Occupancy costs increased primarily due to $0.7 million of occupancy costs at new restaurants that opened during fiscal 2010 partially offset by a $0.4 million decrease in rent expense.

As a percentage of revenues, occupancy costs were consistent primarily due to lower rent expense (-0.1%) offset by the impact of decreased leverage on lower average weekly sales (+0.1%)

Pei Wei: Occupancy costs increased primarily due to $0.3 million of occupancy costs at new restaurants that opened during fiscal 2011 and fiscal 2010.

As a percentage of revenues, occupancy costs increased primarily due to the impact of decreased leverage on lower average weekly sales (+0.1%).
General and Administrative

Consolidated general and administrative costs increased primarily due to $1.0 million higher health insurance costs, a $0.8 million increase in incentive accruals, a $0.6 million increase in legal costs, $0.5 million of additional compensation expense resulting from Plan participants' unrealized holding gains associated with the Restoration Plan liabilities and $0.5 million higher management salaries, partially offset by $2.9 million lower share-based compensation expense principally resulting from a decrease in fair value of the performance units and other cash-settled awards.

Depreciation and Amortization

Each segment contributed as follows:

Bistro:  Depreciation and amortization expenses increased primarily due to an increase of $0.8 million related to leasehold improvement asset life adjustments, $0.6 million of depreciation expense for new restaurants that opened during fiscal 2010 and $0.3 million for depreciation of computer equipment assets purchased in fiscal 2010 that had previously been leased. These increases were partially offset by a $0.5 million decrease in depreciation due to furniture, fixtures, and equipment that were fully depreciated during fiscal 2011 and fiscal 2010 and $0.2 million lower asset retirements.

As a percentage of revenues, depreciation and amortization expense increased primarily related to leasehold improvement asset life adjustments (+0.2%), depreciation of computer equipment assets purchased in fiscal 2010 that had previously been leased (+0.1%) and decreased leverage on lower average weekly sales (+0.1%). These increases were partially offset by a reduction in depreciation due to furniture, fixtures, and equipment that were fully depreciated during fiscal 2011 and fiscal 2010 (-0.1%) and lower retirements (-0.1%).

Pei Wei: Depreciation and amortization expenses increased primarily due to a $0.6 million non-cash asset impairment charge related to the full write-off of the carrying value of long-lived assets at one restaurant that continues to operate and $0.3 million of depreciation expense for new restaurants that opened during fiscal 2011 and fiscal 2010.

As a percentage of revenues, depreciation and amortization expenses increased primarily due to a non-cash asset impairment charge related to the full write-off of the carrying value of long-lived assets at one restaurant that continues to operate (+0.4%), the impact of decreased leverage on lower average weekly sales (+0.1%) and depreciation of computer equipment assets purchased in fiscal 2010 that had previously been leased (+0.1%).
Preopening Expense


25


Each segment contributed as follows:

Bistro:  Preopening expense decreased primarily due to the impact of no new restaurant store openings during fiscal 2011 compared to two new restaurant openings during fiscal 2010.

Pei Wei: Preopening expense increased primarily due to the impact of opening five new restaurants during fiscal 2011 compared to one new restaurant during fiscal 2010.
Partner Investment Expense

The decrease in consolidated partner investment expense is primarily due to the impact of a greater number of early buyouts during the first half of fiscal 2011 compared to the first half of fiscal 2010.
Interest and Other Income (Expense), Net

The change in consolidated interest and other income (expense), net was primarily due to a $0.4 million increase in unrealized holding gains associated with investments in the Restoration Plan, $0.8 million lower interest expense resulting from the repayment of the entire $40.0 million in outstanding credit line borrowings during the second quarter of 2010 as well as a $0.3 million increase in interest income.

Provision for Income Taxes

Our effective tax rate from continuing operations, including discrete items and deduction for noncontrolling interests, was 28.1% for the first half of fiscal 2011 compared to 29.4% for the first half of fiscal 2010.  The income tax rate for both fiscal 2011 and fiscal 2010 differed from the expected provision for income taxes, which is derived by applying the statutory income tax rate, primarily as a result of FICA tip credits.  Pei Wei and Global Brand Development employees are not tipped.  As we do not earn FICA tip credits from the Pei Wei and Global Brand Development employees and as the proportion of net income contributed by Pei Wei and Global Brand Development grows, we expect our effective tax rate to increase.

Management has evaluated all positive and negative evidence concerning the realizability of deferred tax assets and has determined that, with the exception of a small amount of state net operating losses, we will recognize sufficient future taxable income to realize the benefit of our deferred tax assets.
Net Income Attributable to Noncontrolling Interests

Each segment contributed as follows:

Bistro:  The change in net income attributable to noncontrolling interests was primarily due to lower restaurant net income and the full year impact of noncontrolling interest buyouts that occurred during fiscal 2010.

Pei Wei:  The change in net income attributable to noncontrolling interests was primarily due to the impact of eighty noncontrolling interest buyouts occurring since the beginning of fiscal 2010.

Liquidity and Capital Resources
Cash Flow

Our primary source of liquidity is cash provided by operations. Historically, our capital resources have primarily been used for construction of new restaurants. More recently, our capital resources have been used for repurchases of our common stock, repayments of long-term debt and payments of cash dividends.

The following table presents a summary of our cash flows for the six months ended July 3, 2011 and July 4, 2010 (in thousands):
 
July 3,
2011
 
July 4,
2010

Net cash provided by operating activities
$
40,591

 
$
37,779

Net cash used in investing activities
(17,807
)
 
(20,172
)
Net cash used in financing activities
(35,045
)
 
(42,848
)
Net decrease in cash and cash equivalents
$
(12,261
)
 
$
(25,241
)


26


Operating Activities

Our funding requirements since inception have been met through sales of equity securities, debt financing and cash flows from operations. Net cash provided by operating activities exceeded net income for the periods shown principally due to the effect of depreciation and amortization and share-based compensation expense, partially offset by a net decrease in operating assets and operating liabilities. The change in operating activities is primarily due to lower cash paid for income taxes, changes in accrued payroll and lease obligations and collection of tenant incentives from landlords.
Investing Activities

Investing activities were primarily related to capital expenditures of $16.6 million and $18.3 million during the first half of fiscal years 2011 and 2010, respectively, and advances under the loan facility to True Food Kitchen of $1.2 million and $1.8 million, respectively.

We expect to open two new Bistro restaurants and five new Pei Wei restaurants during fiscal 2011, of which all of the Pei Wei restaurants were open by the end of the second quarter of 2011. We expect that our planned future Bistro restaurants will require, on average, a total cash investment per restaurant of approximately $2.5 million to $3.0 million (net of estimated tenant incentives). We expect to spend approximately $350,000 to $400,000 per restaurant for preopening costs. Total cash investment per each Pei Wei restaurant is expected to average $750,000 to $850,000 (net of estimated tenant incentives) and we expect to spend $140,000 to $160,000 per restaurant for preopening costs. The anticipated total cash investment per restaurant is based on recent historical averages coupled with expectations of future costs. We expect total gross capital expenditures for fiscal 2011 to approximate $35.0 million to $40.0 million.

The following table provides a summary of capital expenditures by concept and Shared Services and Other as well as repairs and maintenance expense that is included in operating expense for the concepts and general and administrative expense for Shared Services and Other in the consolidated statements of income for the three and six months ended July 3, 2011 and July 4, 2010. “New company restaurants” includes capital expenditures for restaurants that have been open 13 months or less as well as restaurants that will open in future periods. “Existing restaurants and support” includes capital expenditures for restaurants that have been open longer than 13 months as well as capital expenditures associated with Shared Services and Other.


27


 
Total
 
Shared
Services and Other
 
Bistro
 
Pei Wei
For the Three Months Ended July 3, 2011:
 
 
 
 
 
 
 
New company restaurants
$
4,359

 
$
—

 
$
3,405

 
$
954

Existing company restaurants and support
5,623

 
258

 
3,944

 
1,421

Total capital expenditures
$
9,982

 
$
258

 
$
7,349

 
$
2,375

Repairs and maintenance expense
$
4,718

 
$
—

 
$
3,785

 
$
933

 
 
 
 
 
 
 
 
For the Three Months Ended July 4, 2010:
 
 
 
 
 
 
 
New company restaurants
$
5,702

 
$
—

 
$
5,009

 
$
693

Existing company restaurants and support
5,862

 
1,193

 
3,388

 
1,281

Total capital expenditures
$
11,564

 
$
1,193

 
$
8,397

 
$
1,974

Repairs and maintenance expense
$
3,738

 
$
33

 
$
2,937

 
$
768

 
 
 
 
 
 
 
 
For the Six Months Ended July 3, 2011:
 
 
 
 
 
 
 
New company restaurants
$
6,796

 
$
—

 
$
3,787

 
$
3,009

Existing company restaurants and support
9,819

 
874

 
6,716

 
2,229

Total capital expenditures
$
16,615

 
$
874

 
$
10,503

 
$
5,238

Repairs and maintenance expense
$
9,119

 
$
11

 
$
7,244

 
$
1,864

 
 
 
 
 
 
 
 
For the Six Months Ended July 4, 2010:
 
 
 
 
 
 
 
New company restaurants
$
9,007

 
$
—

 
$
8,073

 
$
934

Existing company restaurants and support
9,298

 
1,642

 
5,587

 
2,069

Total capital expenditures
$
18,305

 
$
1,642

 
$
13,660

 
$
3,003

Repairs and maintenance expense
$
7,740

 
$
60

 
$
6,134

 
$
1,546

Financing Activities

Financing activities during the first half of fiscal 2011 and 2010 included repurchases of common stock of $23.7 million and $11.1 million, respectively, and payment of cash dividends totaling $11.4 million and $4.0 million, respectively. Additionally, financing activities included proceeds from stock options exercised and employee stock purchases of $2.3 million and $12.8 million during the first half of fiscal 2011 and 2010, respectively, and debt repayments of $41.0 million during the first half of fiscal 2010. Financing activities also included purchases of noncontrolling interests, distributions to noncontrolling interest partners and the tax benefit from share-based compensation.
Future Capital Requirements

Our capital requirements, including development costs related to the opening of additional restaurants, have historically been significant. Our future capital requirements and the adequacy of our available funds will depend on many factors, including the operating performance of our restaurants, the pace of expansion, real estate markets, site locations and the nature of the arrangements negotiated with landlords. During fiscal 2011, we anticipate returning excess capital to our shareholders in the form of repurchases of our common stock and payments of cash dividends.

In the longer term, in the event that additional capital is required, we may seek to raise such capital through public or private equity or debt financing. Future capital funding transactions may result in dilution to current shareholders. We cannot ensure that such capital will be available on favorable terms, if at all.
Credit Facility

The senior credit facility (“Credit Facility”) with several commercial financial institutions, allows for borrowings of up to $75.0 million and expires on August 30, 2013. The Credit Facility contains customary representations, warranties, negative and affirmative covenants, including a requirement to maintain a maximum leverage ratio, as defined, of 2.5:1 and a minimum fixed charge coverage ratio, as defined, of 1.25:1, as well as customary events of default and certain default provisions that could result in acceleration of the Credit Facility. We were in compliance with these restrictions and conditions as of July 3, 2011 as the leverage


28


ratio was 0.94:1 and the fixed charge coverage ratio was 2.63:1.

We currently have $17.2 million committed for the issuance of letters of credit, which are required by insurance companies for our workers' compensation and general liability insurance programs. Available borrowings under the Credit Facility were $57.8 million at July 3, 2011.
Cash Dividends

Based on the Board of Directors' authorization, on July 27, 2011 we announced a fixed cash dividend of $0.25 per share which will be paid August 22, 2011 to all shareholders of record at the close of business on August 8, 2011. Based on shares outstanding at July 3, 2011, the total dividend payment will approximate $5.6 million during the third quarter of fiscal 2011.

Cash dividends are expected to approximate $21 million to $22 million related to fiscal 2011 earnings. Cash dividends are paid quarterly in arrears. In prior quarters, cash dividends were variable and calculated based on 45% of our quarterly net income. Beginning with the second quarter of fiscal 2011, our Board of Directors approved a quarterly fixed cash dividend which is currently set at $0.25 per share.
Share Repurchase Program

Under current and previous share repurchase programs authorized by our Board of Directors, we have repurchased a total of 6.5 million shares of our common stock for $210.8 million at an average price of $32.27 since July 2006. Included in this total are 0.6 million shares of common stock repurchased during the first half of 2011 for $23.7 million at an average price of $42.47.

At July 3, 2011, there remains $35.5 million available under our current share repurchase authorization of $100.0 million, which expires December 2011. We plan to repurchase the remaining shares available under the current share repurchase authorization during fiscal 2011.
Purchases of Noncontrolling Interests
As of July 3, 2011, there were 20 partners within our partnership system representing 56 partnership interests. During the first half of fiscal 2011, we had the opportunity to purchase eleven noncontrolling interests which had reached the five-year threshold period during the year, as well as fifteen additional noncontrolling interests which (i) had reached the end of their initial five-year term in prior years (ii) related to partners who left the Company prior to the initial five-year term or (iii) related to partners who requested an early buyout of their interest. We purchased these 26 noncontrolling interests in their entirety for a total of $2.0 million, all of which was paid in cash.

During the remainder of fiscal 2011, we will have the opportunity to purchase eleven additional noncontrolling interests. If all of these interests are purchased, the total purchase price will approximate $0.5 million to $0.8 million based upon the estimated fair value of the respective interests at July 3, 2011.
New Accounting Standards

See Recent Accounting Literature section of Note 1 to our consolidated financial statements for a summary of new accounting standards.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk primarily from changes in commodities prices as well as fluctuations in the fair value of our cash-settled awards.
Commodities Prices

We purchase various commodities such as beef, pork, poultry, seafood and produce. These commodities are generally purchased based upon market prices established with vendors. These purchase arrangements may contain contractual features that fix the price paid for certain commodities. Historically, we have not used financial instruments to hedge commodity prices because these purchase arrangements help control the ultimate cost paid and any significant commodity price increases have historically been relatively short-term in nature.
Cash-Settled Awards



29


We issued cash-settled awards during fiscal 2009 and fiscal 2010, including performance units, cash-settled stock appreciation rights and cash-settled stock-based awards. The fair value of these awards is remeasured at each reporting period until the awards are settled and is affected by market changes in our stock price and, in the case of performance units, the relative performance of our stock to the performance of the Russell 2000 Index.  Fair value fluctuations are recognized as cumulative adjustments to share-based compensation expense and can vary significantly in future periods. See Note 10 to our consolidated financial statements for further discussion of the fair value calculations and fluctuations of our cash-settled awards.

Item 4. Controls and Procedures
Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officers and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our principal executive officers and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. This conclusion was communicated to the Audit Committee.
Changes in Internal Control Over Financial Reporting

There have been no changes in the Company's internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. These conclusions were communicated to the Audit Committee.


30


PART II
OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to various claims and legal actions arising out of the normal conduct of business, including commercial and employment matters. Some are expected to be covered, at least partly, by insurance.  We intend to continue to defend ourselves vigorously in such matters.  We assess contingencies to determine the degree of probability and range of possible loss for potential accruals in our financial statements. We accrue an estimated loss contingency in our financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. As a result, the amount of ultimate loss may differ from our estimates.  In addition, although we believe that the ultimate outcome of these matters will not have a material adverse effect on our results of operations, liquidity or financial position, it is possible that our results of operations, liquidity or financial position could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies.

Item 1A. Risk Factors

An investment in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described under Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended January 2, 2011, filed with the Securities and Exchange Commission on February 16, 2011, together with all other information contained or incorporated by reference in this Quarterly Report on Form 10-Q before you decide to invest in our common stock. The risks described in our Annual Report on Form 10-K, as updated by our Quarterly Report on Form 10-Q filed April 27, 2011, have not materially changed. If any of the risks described in the Quarterly Report on Form 10-Q filed April 27, 2011 and our Annual Report on Form 10-K actually occurs, our business, financial condition, results of operations and our future growth prospects could be materially and adversely affected. Under these circumstances, the trading price of our common stock could decline, and you may lose all or part of your investment.

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

Under current and previous share repurchase programs authorized by our Board of Directors, we have repurchased a total of 6.5 million shares of our common stock for $210.8 million at an average price of $32.27 since July 2006. Included in this total are 0.6 million shares of common stock repurchased during the first half of 2011 for $23.7 million at an average price of $42.47.

At July 3, 2011, there remains $35.5 million available under our current share repurchase authorization of $100.0 million, which expires December 2011.

The following table sets forth our share repurchases of common stock during each period in the second quarter of fiscal 2011:
 
 
Total
Number of
Shares Purchased
 
Average Price Paid per Share
 
Total Number of
Shares Purchased as Part of Publicly Announced Programs
 
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Programs
Period
 
 
 
 
April 4, 2011 - May 8, 2011
 
154,640

 
$
44.68

 
154,640

 
$
46,066,745

May 9, 2011 - June 5, 2011
 
134,500

 
$
39.29

 
134,500

 
$
40,782,240

June 6, 2011 - July 3, 2011
 
134,800

 
$
39.09

 
134,800

 
$
35,512,908

Total
 
423,940

 
 
 
423,940

 
$
35,512,908


Item 3. Defaults Upon Senior Securities
None

Item 4. (Removed and Reserved)

Item 5. Other Information
None


31


Item 6. Exhibits
Exhibit
 
 
Number
 
Description Document
3(i)(1)

 
Amended and Restated Certificate of Incorporation.
 

 
 
3(ii)(2)

 
Amended and Restated Bylaws.
 
 
 
4.1(3)

 
Specimen Common Stock Certificate.
 

 
 
4.2(3)

 
Amended and Restated Registration Rights Agreement dated May 1, 1997.
 
 
 
†10.25(4)

 
Amended and Restated 2006 Equity Incentive Plan.
 
 
 
†10.39(4)

 
Executive Employment Agreement between the Company and Lane Cardwell, dated April 20, 2011.
 
 
 
†10.40(4)

 
Executive Employment Agreement between the Company and Kevin Charles (KC) Moylan, dated April 20, 2011.
 
 
 
31.1

 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Richard L. Federico.
 

 
 
31.2

 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Mark D. Mumford.
 
 
 
32.1

 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Richard L. Federico.
 

 
 
32.2

 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Mark D. Mumford.
 
(1)
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on April 25, 2002.
(2)
Incorporated by reference to the Registrant’s Form 8-K filed on August 14, 2009.
(3)
Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-59749).
(4)
Incorporated by reference to the Registrant's Form 8-K filed on April 25, 2011.




32


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on July 27, 2011.

 
P.F. CHANG’S CHINA BISTRO, INC.
 
 
By:  
/s/ RICHARD L. FEDERICO  
 
 
 
Richard L. Federico 
 
 
 
Chairman and Co-Chief Executive Officer 
 
 
 
 
 
By:  
/s/ MARK D. MUMFORD  
 
 
 
Mark D. Mumford 
 
 
 
Chief Financial Officer 
 
Date: July 27, 2011



33


INDEX TO EXHIBITS
Exhibit
 
 
Number
 
Description Document
3(i)(1)

 
Amended and Restated Certificate of Incorporation.
 

 
 
3(ii)(2)

 
Amended and Restated Bylaws.
 
 
 
4.1(3)

 
Specimen Common Stock Certificate.
 

 
 
4.2(3)

 
Amended and Restated Registration Rights Agreement dated May 1, 1997.
 
 
 
†10.25(4)

 
Amended and Restated 2006 Equity Incentive Plan.
 
 
 
†10.39(4)

 
Executive Employment Agreement between the Company and Lane Cardwell, dated April 20, 2011.
 
 
 
†10.40(4)

 
Executive Employment Agreement between the Company and Kevin Charles (KC) Moylan, dated April 20, 2011.
 
 
 
31.1

 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Richard L. Federico.
 

 
 
31.2

 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Mark D. Mumford.
 
 
 
32.1

 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Richard L. Federico.
 

 
 
32.2

 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Mark D. Mumford.
 
(1)
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on April 25, 2002.
(2)
Incorporated by reference to the Registrant’s Form 8-K filed on August 14, 2009.
(3)
Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-59749).
(4)
Incorporated by reference to the Registrant's Form 8-K filed on April 25, 2011.


34

P F CHANGS CHINA BISTRO INC Reports

Also read