##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 27, 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 001-34920
 BRAVO BRIO RESTAURANT GROUP, INC.
  Ohio
    
    34-1566328(State or other jurisdiction 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 777 Goodale Boulevard, Suite 100
Columbus, Ohio
    
    43212(Address of principal executive office)
    
    (Zip Code)
 (614) 326-7944
 Former name, former address and former fiscal year, if changed since last report.
 Yes þ No o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Yes o No þ




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##### 



Part I  Financial InformationItem 1. Financial StatementsConsolidated Balance Sheets
    
    
    3Consolidated Statements of Operations
    
    
    4Consolidated Statements of Stockholders Equity
    
    
    5Consolidated Statements of Cash Flows
    
    
    6Condensed Notes to Unaudited Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4. Controls and Procedures
    
    
    18Part II  Other Information
    
    
    19Item 1. Legal Proceedings
    
    
    19Item 1A. Risk Factors
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 3. Defaults Upon Senior Securities
    
    
    19Item 4. [REMOVED AND RESERVED]
    
    
    19Item 5. Other Information
    
    
    19Item 6. Exhibits
    
    
    19Signatures
    
    
    20Exhibit 31(a)Exhibit 31(b)Exhibit 32(a)
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##### Table of Contents



PART I
FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 AS OF MARCH 27, 2011 and DECEMBER 26, 2010
 (Dollars in thousands)
 March 27,
    
    
    December 26,2011
    
    
    2010(Unaudited)AssetsCurrent assetsCash and cash equivalents
    
    $
    4,643
    
    
    $
    2,460Accounts receivable
    
    
    5,238
    
    
    
    4,754Tenant improvement allowance receivable
    
    
    1,427
    
    
    
    632Inventories
    
    
    2,211
    
    
    
    2,415Prepaid expenses and other current assets
    
    
    1,882
    
    
    
    2,229Total current assets
    
    
    15,401
    
    
    
    12,490Property and equipment  net
    
    
    147,914
    
    
    
    147,621Other assets  net
    
    
    3,323
    
    
    
    3,342Total assets
    
    $
    166,638
    
    
    $
    163,453Liabilities and stockholders equityCurrent liabilitiesTrade and construction payables
    
    $
    10,160
    
    
    $
    9,920Accrued expenses
    
    
    21,773
    
    
    
    21,150Current portion of long-term debt
    
    
    2,050
    
    
    
    2,050Deferred lease incentives
    
    
    4,967
    
    
    
    4,979Deferred gift card revenue
    
    
    6,946
    
    
    
    9,725Total current liabilities
    
    
    45,896
    
    
    
    47,824Deferred lease incentives
    
    
    54,554
    
    
    
    54,594Long-term debt
    
    
    38,438
    
    
    
    38,950Other long-term liabilities
    
    
    16,370
    
    
    
    15,682Commitments and contingenciesStockholders equityCommon shares, no par value per share  authorized,
100,000,000 shares; issued and outstanding, 19,250,500 at
March 27, 2011 and December 26, 2010
    
    
    191,727
    
    
    
    191,297Retained deficit
    
    
    (180,347
    )
    
    
    (184,894
    )Total stockholders equity
    
    
    11,380
    
    
    
    6,403Total liabilities and stockholders equity
    
    $
    166,638
    
    
    $
    163,453
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BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE THIRTEEN WEEKS ENDED MARCH 27, 2011 AND MARCH 28, 2010(UNAUDITED)
 (Dollars in thousands except per share data)
 Thirteen Weeks EndedMarch 27,
    
    
    March 28,2011
    
    
    2010Revenues
    
    $
    90,418
    
    
    $
    81,844Costs and expensesCost of sales
    
    
    24,289
    
    
    
    21,357Labor
    
    
    30,484
    
    
    
    28,096Operating
    
    
    14,023
    
    
    
    12,753Occupancy
    
    
    5,850
    
    
    
    5,525General and administrative expenses
    
    
    6,013
    
    
    
    4,398Restaurant preopening costs
    
    
    543
    
    
    
    1,205Depreciation and amortization
    
    
    4,106
    
    
    
    4,124Total costs and expenses
    
    
    85,308
    
    
    
    77,458Income from operations
    
    
    5,110
    
    
    
    4,386Net interest expense
    
    
    480
    
    
    
    1,770Income before income taxes
    
    
    4,630
    
    
    
    2,616Income tax expense
    
    
    83
    
    
    
    100Net income
    
    
    4,547
    
    
    
    2,516Undeclared preferred dividends
    
    
    
    
    
    
    (3,089
    )Net income (loss) attributed to common shareholders
    
    $
    4,547
    
    
    $
    (573
    )Net income (loss) per basic share
    
    $
    0.24
    
    
    $
    (0.08
    )Net income (loss) per diluted share
    
    $
    0.22
    
    
    $
    (0.08
    )Weighted average shares outstanding-basic
    
    
    19,251
    
    
    
    7,234Weighted average shares outstanding-diluted
    
    
    20,537
    
    
    
    7,234
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BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 FOR THE THIRTEEN WEEKS ENDED MARCH 27, 2011 (UNAUDITED)
 (Dollars in thousands)
 Common Shares
    
    
    Retained
    
    
    StockholdersShares
    
    
    Amount
    
    
    Deficit
    
    
    EquityBalance  December 26, 2010
    
    
    19,250,500
    
    
    $
    191,297
    
    
    $
    (184,894
    )
    
    $
    6,403Net income
    
    
    
    
    
    
    
    
    
    
    4,547
    
    
    
    4,547Share-based compensation costs
    
    
    
    
    
    
    430
    
    
    
    
    
    
    
    430Balance  March 27, 2011
    
    
    19,250,500
    
    
    $
    191,727
    
    
    $
    (180,347
    )
    
    $
    11,380
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BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE THIRTEEN WEEKS ENDED MARCH 27, 2011 AND MARCH 28, 2010
 (UNAUDITED)
 (Dollars in thousands)
 Thirteen Weeks EndedMarch 27,
    
    
    March 28,2011
    
    
    2010Cash flows from operating activities:Net income
    
    $
    4,547
    
    
    $
    2,516Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    4,197
    
    
    
    4,124Loss on disposals of property and equipment
    
    
    48
    
    
    
    20Amortization of deferred lease incentives
    
    
    (1,243
    )
    
    
    (1,097
    )Share-based compensation costs
    
    
    430
    
    
    
    Interest incurred and capitalized but not yet paid
    
    
    
    
    
    
    114Changes in assets and liabilities:Accounts and tenant improvement allowance receivables
    
    
    (1,279
    )
    
    
    1,274Inventories
    
    
    204
    
    
    
    186Prepaid expenses and other current assets
    
    
    347
    
    
    
    (163
    )Trade and construction payables
    
    
    (14
    )
    
    
    (1,200
    )Deferred lease incentives
    
    
    1,191
    
    
    
    2,637Deferred gift card revenue
    
    
    (2,779
    )
    
    
    (2,674
    )Other accrued expenses
    
    
    623
    
    
    
    25Other  net
    
    
    604
    
    
    
    346Net cash provided by operating activities
    
    
    6,876
    
    
    
    6,108Cash flows from investing activities:Purchase of property and equipment
    
    
    (4,181
    )
    
    
    (6,410
    )Net cash used in investing activities
    
    
    (4,181
    )
    
    
    (6,410
    )Cash flows from financing activities:Proceeds from long-term debt
    
    
    
    
    
    
    26,300Payments on long-term debt
    
    
    (512
    )
    
    
    (26,006
    )Net cash (used in) provided by financing activities
    
    
    (512
    )
    
    
    294Net increase (decrease) in cash and cash equivalents
    
    
    2,183
    
    
    
    (8
    )Cash and cash equivalents  beginning of period
    
    
    2,460
    
    
    
    249Cash and cash equivalents  end of period
    
    $
    4,643
    
    
    $
    241Supplemental disclosures of cash flow information:Interest paid, net of capitalized interest of $0 and $49 for the
thirteen weeks ended March 27, 2011 and March 28, 2010, respectively
    
    
    415
    
    
    
    1,443Income taxes paid
    
    
    124
    
    
    
    19Property additions financed by trade and construction payables
    
    
    2,474
    
    
    
    295
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BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES
 
 Condensed Notes to Unaudited Consolidated Financial Statements
 1.
    
    BASIS OF PRESENTATION
 Description of Business As of March 27, 2011, Bravo Brio Restaurant Group, Inc. (the
Company) owned and operated 87 restaurants under the trade names Bravo! Cucina Italiana®,
Brio® Tuscan Grille, and Bon Vie. Of the 87 restaurants the Company operates, there are 48
Bravo! Cucina Italiana® restaurants, 38 Brio® Tuscan Grille restaurants, and one Bon Vie
restaurant in operation in 29 states throughout the United States of America.
 The accompanying unaudited consolidated financial statements have been prepared in accordance
with U.S. generally accepted accounting principles (GAAP) for interim financial information.
Accordingly, they do not include all the information and disclosures required by GAAP for
complete financial statements. Operating results for the thirteen weeks ended March 27, 2011
are not necessarily indicative of the results that may be expected for the fiscal year ending
December 25, 2011.
 Certain information and disclosures normally included in the financial statements prepared in
accordance with GAAP have been condensed or omitted pursuant to applicable rules and
regulations of the Securities and Exchange Commission (SEC). In the opinion of management,
the unaudited consolidated financial statements include all adjustments, consisting of normal
recurring adjustments, considered necessary for a fair presentation. These unaudited
consolidated financial statements and related condensed notes should be read in conjunction
with the consolidated financial statements and notes for the fiscal year ended December 26,
2010 included in the Companys Annual Report on Form 10-K for the fiscal year ended December
26, 2010 filed with the SEC on February 17, 2011.
 2.
    
    NET INCOME (LOSS) PER SHARE
 Basic earnings per share (EPS) data is computed based on weighted average common shares
outstanding during the period. Diluted EPS data is computed based on weighted average common
 shares outstanding, including all potentially issuable common shares. At March 27, 2011, all
outstanding stock options and restricted stock were included in the dilutive calculation. At
March 28, 2010, no stock options were exercisable and no restricted stock was outstanding.
Accordingly, no stock options or restricted stock were included as part of the diluted EPS
calculation.
 (all information in thousands, except per share data)
 Thirteen Weeks EndedMarch 27,
    
    
    March 28,2011
    
    
    2010Net income (loss) attributed to common shareholders
    
    $
    4,547
    
    
    $
    (573
    )Weighted average common shares outstanding
    
    
    19,251
    
    
    
    7,234Effect of dilutive securities:Stock Options
    
    
    1,214
    
    
    
    Restricted Stock
    
    
    72
    
    
    
    Weighted average common and potentially issuable common shares outstanding  diluted
    
    
    20,537
    
    
    
    7,234Basic net income (loss) per common share
    
    $
    0.24
    
    
    $
    (0.08
    )Diluted net income (loss) per common share
    
    $
    0.22
    
    
    $
    (0.08
    )
  - 7 -




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BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES
 Condensed Notes to Unaudited Consolidated Financial Statements  (Continued)
 3.
    
    LONG-TERM DEBT
 Long-term debt at March 27, 2011 and December 26, 2010 consisted of the following (in
thousands):
 March 27,
    
    
    December, 262011
    
    
    2010Term loan
    
    $
    40,488
    
    
    $
    41,000Total
    
    
    40,488
    
    
    
    41,000Less current maturities
    
    
    (2,050
    )
    
    
    (2,050
    )Long-term debt
    
    $
    38,438
    
    
    $
    38,950
 On October 26, 2010, the Company, in connection with its IPO, entered into a credit agreement
with a syndicate of financial institutions with respect to its senior credit facilities. The
senior credit facilities provide for (i) a $45.0 million term loan facility, maturing in 2015,
and (ii) a revolving credit facility under which the Company may borrow up to $40.0 million
(including a sublimit cap of up to $10.0 million for letters of credit and up to $10.0 million
for swing-line loans), maturing in 2015. The Company used borrowings under its senior credit
facilities, together with the net proceeds from the IPO, to repay in full all of its debt
outstanding prior to the IPO.
 Under the credit agreement, the Company is allowed to incur additional incremental term loans
and/or increases in the revolving credit facility of up to $20.0 million if no event of default
exists and certain other requirements are satisfied. Borrowings under the senior credit
facilities bear interest at the Companys option of either (i) the Alternate Base Rate (as such
term is defined in the credit agreement) plus the applicable margin of 1.75% to 2.25% or (ii)
at a fixed rate for a period of one, two, three or six months equal to the London interbank
offered rate, LIBOR, plus the applicable margin of 2.75% to 3.25%. In addition to paying any
outstanding principal amount under the Companys senior credit facilities, the Company is
required to pay an unused facility fee to the lenders equal to 0.50% to 0.75% per annum on the
aggregate amount of the unused revolving credit facility, excluding swing-line loans,
commencing on October 26, 2010, payable quarterly in arrears. Borrowings under the Companys
senior credit facilities are collateralized by a first priority interest in all assets of the
Company.
 The credit agreement provides for bank guarantee under standby letter of credit arrangements in
the normal course of business operations. The standby letters of credit are cancellable only
at the option of the beneficiary who is authorized to draw drafts on the issuing bank up to the
face amount of the standby letters of credit in accordance with its credit. As of October 26,
2010, all previously existing standby letters were replaced by new standby letters of credit.
As of March 27, 2011, the maximum exposure under these standby letters of credit was $3.2
million.
 Pursuant to the credit agreement, the Company is required to meet certain financial covenants
including leverage ratios, fixed charge ratios, capital expenditures as well as other customary
affirmative and negative covenants. At March 27, 2011, the Company was in compliance with its
applicable financial covenants.
  - 8 -




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##### Table of Contents



4.
    
    STOCK BASED COMPENSATION
 2006 Plan
 Stock option activity for the thirteen weeks ended March 27, 2011 is summarized as follows:
 Number of
    
    
    Weighted AverageShares
    
    
    Exercise PriceOutstanding at December 26, 2010
    
    
    1,414,203
    
    
    $
    1.44Exercised
    
    
    
    
    
    
    Granted
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Outstanding at March 27, 2011
    
    
    1,414,203
    
    
    $
    1.44Exercisable at March 27, 2011
    
    
    1,414,203
    
    
    $
    1.44
 At March 27, 2011, the weighted-average remaining contractual term of options outstanding was
approximately six years and all of the options were exercisable. Aggregate intrinsic value is
calculated as the difference between the Companys closing price at the end of the fiscal
quarter and the exercise price, multiplied by the number of in-the-money options and represents
the pre-tax amount that would have been received by the option holders had they all exercised
such options on the fiscal quarter end date. The aggregate intrinsic value for outstanding and
exercisable options at March 27, 2011 was $20.5 million.
 The total weighted-average grant-date fair value of options granted in 2007 and 2009 was $0.52,
and was estimated at the date of grant using the Black-Scholes option-pricing model. The
following assumptions were used for these options: weighted-average risk-free interest rate of
4.49%, no expected dividend yield, weighted-average volatility of 32.2%, based upon competitors
within the industry, and an expected option life of five years. In October 2010 in connection
with the IPO, the Companys board of directors determined, pursuant to the exercise of its
discretion in accordance with the Bravo Development, Inc. Option Plan (the 2006 Plan), that
upon the consummation of the IPO (i) each then outstanding option award under the 2006 Plan
would be deemed to have vested in a percentage equal to the greater of 80.0% or the percentage
of the option award already vested as of that date and, (ii) each then outstanding option award
would be deemed 80.0% exercisable. As a result of such determination, all of the options were
subject to modification accounting and therefore were revalued in their entirety at the date of
the modification. The Company recorded all of the stock compensation expense related to the
2006 Plan in the fourth quarter of 2010 and no additional stock compensation expense will be
recorded with respect to options granted under this plan.
 Following the modification, the total weighted-average fair value of options granted under of
the 2006 Plan was $12.64, and was estimated at the date of the modification using the
Black-Scholes option-pricing model. The following assumptions were used for these options:
weighted-average risk-free interest rate of 1.10%, no expected dividend yield, weighted-average
volatility of 45.8%, based upon competitors within the industry and an expected option life of
five years.
 Stock Incentive Plan
 In October 2010, the Company adopted the Bravo Brio Restaurant Group, Inc. Stock Incentive Plan
(the Stock Incentive Plan) and on October 26, 2010, the Company granted 451,800 shares of
restricted common stock to its employees.
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##### Table of Contents



Restricted stock activity for the thirteen weeks ended March 27, 2011 is summarized as follows:
 Weighted-Number of
    
    
    Average GrantShares
    
    
    Date Fair ValueOutstanding at December 26, 2010
    
    
    449,300
    
    
    $
    16.90Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    (6,250
    )
    
    
    16.90Outstanding at March 27, 2011
    
    
    443,050
    
    
    $
    16.90
 Fair value of the outstanding shares of restricted stock is based on the average of the high
and low price of the Companys shares on October 25, 2010, the date immediately preceding the
date of grant. The average of the high and low price of the Companys shares on October 25,
2010 was $16.90. In the first quarter of 2011 the Company recorded approximately $0.4 million
in stock compensation costs related to the shares of restricted stock. As of March 27, 2011,
total unrecognized stock-based compensation expense related to non-vested shares of restricted
stock was approximately $6.2 million, which is expected to be recognized over a weighted
average period of approximately 3.6 years taking into account potential forfeitures. These
shares of restricted stock will vest, subject to certain exceptions, annually over a four-year
period.
 5.
    
    COMMITMENTS AND CONTINGENCIES
 The Company is subject to various claims, possible legal actions, and other matters arising out
of the normal course of business. While it is not possible to predict the outcome of these
issues, management is of the opinion that adequate provision for potential losses has been made
in the accompanying consolidated financial statements and that the ultimate resolution of these
matters will not have a material adverse effect on the Companys financial position, results of
operations or cash flows.
 The Company is currently the guarantor of a lease that was previously assigned. Under the
guarantee agreement, the Company is responsible for the costs of the lease and has recorded a
liability for the costs expected to be incurred in future periods. This amount is immaterial
to the Companys financial statements.
 6.
    
    SUBSEQUENT EVENTS
 On April 1, 2011, a secondary public offering of the Companys common shares was completed by
certain of the Companys existing shareholders. The selling shareholders sold 4,577,122
previously outstanding shares, including 416,102 shares sold to cover over-allotments. The
Company did not receive any proceeds from the offering. The selling shareholders paid all of
the underwriting discounts and commissions associated with the sale of the shares; however, the
Company incurred $0.6 million in costs and registration expenses related to the offering.
  - 10 -




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##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 You should read this discussion together with our unaudited consolidated financial statements
and accompanying condensed notes. Unless indicated otherwise, any reference in this report to
the Company, we, us, and our refer to Bravo Brio Restaurant Group, Inc. together with
its subsidiaries.
    Overview
    - 11 -




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Results of Operations
 Thirteen Weeks Ended March 27, 2011 Compared to the Thirteen Weeks Ended March 28, 2010
  Thirteen Weeks EndedMarch 27,
    
    
    % of
    
    
    March 28,
    
    
    % of2011
    
    
    Revenues
    
    
    2010
    
    
    Revenues
    
    
    Change
    
    
    % Change(dollars in thousands)Revenues
    
    $
    90,418
    
    
    
    100
    %
    
    $
    81,844
    
    
    
    100
    %
    
    $
    8,574
    
    
    
    10.5
    %Cost and expenses:Cost of sales
    
    
    24,289
    
    
    
    26.9
    %
    
    
    21,357
    
    
    
    26.1
    %
    
    
    2,932
    
    
    
    13.7
    %Labor
    
    
    30,484
    
    
    
    33.7
    %
    
    
    28,096
    
    
    
    34.3
    %
    
    
    2,388
    
    
    
    8.5
    %Operating
    
    
    14,023
    
    
    
    15.5
    %
    
    
    12,753
    
    
    
    15.6
    %
    
    
    1,270
    
    
    
    10.0
    %Occupancy
    
    
    5,850
    
    
    
    6.5
    %
    
    
    5,525
    
    
    
    6.8
    %
    
    
    325
    
    
    
    5.9
    %General and administrative expenses
    
    
    6,013
    
    
    
    6.7
    %
    
    
    4,398
    
    
    
    5.4
    %
    
    
    1,615
    
    
    
    36.7
    %Restaurant preopening costs
    
    
    543
    
    
    
    0.6
    %
    
    
    1,205
    
    
    
    1.5
    %
    
    
    (662
    )
    
    
    (54.9
    )%Depreciation and amortization
    
    
    4,106
    
    
    
    4.5
    %
    
    
    4,124
    
    
    
    5.0
    %
    
    
    (18
    )
    
    
    (0.4
    )%Total costs and expenses
    
    
    85,308
    
    
    
    94.3
    %
    
    
    77,458
    
    
    
    94.6
    %
    
    
    7,850
    
    
    
    10.1
    %Income from operations
    
    
    5,110
    
    
    
    5.7
    %
    
    
    4,386
    
    
    
    5.4
    %
    
    
    724
    
    
    
    16.5
    %Net interest expense
    
    
    480
    
    
    
    0.5
    %
    
    
    1,770
    
    
    
    2.2
    %
    
    
    (1,290
    )
    
    
    (72.9
    )%Income before income taxes
    
    
    4,630
    
    
    
    5.1
    %
    
    
    2,616
    
    
    
    3.2
    %
    
    
    2,014
    
    
    
    77.0
    %Income tax expense
    
    
    83
    
    
    
    0.1
    %
    
    
    100
    
    
    
    0.1
    %
    
    
    (17
    )
    
    
    (17.0
    )%Net income
    
    $
    4,547
    
    
    
    5.0
    %
    
    $
    2,516
    
    
    
    3.1
    %
    
    $
    2,031
    
    
    
    80.7
    %
 Revenues.
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##### Table of Contents



Cost of Sales.
 Labor Costs.
 Operating Costs.
 Occupancy Costs.
 General and Administrative.
 Restaurant Pre-opening Costs.
  - 13 -




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##### Table of Contents



Depreciation and Amortization.
 Net Interest Expense.
 Income Taxes.
 Liquidity
     Thirteen Weeks Ended,March 27,
    
    
    March 28,2011
    
    
    2010Net cash provided by operating activities
    
    $
    6,876
    
    
    $
    6,108Net cash used in investing activities
    
    
    (4,181
    )
    
    
    (6,410
    )Net cash (used in) provided by financing activities
    
    
    (512
    )
    
    
    294Net increase (decrease) in cash and cash equivalents
    
    
    2,183
    
    
    
    (8
    )Cash and cash equivalents at beginning of year
    
    
    2,460
    
    
    
    249Cash and cash equivalents at end of period
    
    $
    4,643
    
    
    $
    241
 Operating Activities.
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Investing Activities.
 Financing Activities.
  Capital Resources
 Future Capital Requirements.
   Current Resources.
   - 15 -




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OFF-BALANCE SHEET ARRANGEMENTS
   - 16 -




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##### Table of Contents



SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Accounting Estimates
 Stock-Based Compensation
    Recent Accounting Pronouncements
  - 17 -




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##### Table of Contents



Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk
   Commodity Price Risk
  
 Item 4.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedure
   Changes in Internal Control over Financial Reporting
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##### Table of Contents



PART II  Other Information
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
  
 ITEM 1A.
    
    RISK FACTORS
  
 ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4.
    
    [REMOVED AND RESERVED]
 
 ITEM 5.
    
    OTHER INFORMATION
  
 ITEM 6.
    
    EXHIBITS
  
 EXHIBIT INDEX
 ExhibitNumber

    
    Description31
    (a)
    
    Certification of Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31
    (b)
    
    Certification of Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32
    (a)
    
    Certification of Chief Executive Officer and the Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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##### Table of Contents



SIGNATURES
   Bravo Brio Restaurant Group, Inc.By:
    /s/ Saed MohseniSaed MohseniPresident, Chief Executive Officer and Director
(Principal Executive Officer)By:
    /s/ James J. OConnorJames J. OConnorChief Financial Officer, Treasurer and Secretary
(Principal Financial Officer)  - 20 -