##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 28, 2009

OR



| ̈ | 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 000-50845





McCormick &
Schmicks Seafood Restaurants, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-1193199                          
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification Number)
|                                                               | 
|720 SW Washington Street, Suite 550 Portland, Oregon           |  | 97205                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(503) 226-3440

(Registrants telephone number, including area code)





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  x    No   ̈

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     ̈  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer, accelerated filer
and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                           |  |                      |  |                                               |  |                             
|-------------------------- |  | -------------------- |  | --------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer  x |  | Non-accelerated filer   ̈                      |  | Smaller reporting company   ̈
|                           |  |                      |  | (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
Act).    Yes   ̈    No  x

There were 14,841,182 shares of common stock outstanding as of May 1, 2009.









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##### Table of Contents

Table of Contents

INDEX



|                                                                                                                      |  |   
|--------------------------------------------------------------------------------------------------------------------- |  | --
|PART I. FINANCIAL INFORMATION                                                                                         |  |   
|Item 1 - Financial Statements - (Unaudited)                                                                           |  | 3 
|Condensed Consolidated Balance Sheets as of December 27, 2008 and March 28, 2009                                      |  | 3 
|Condensed Consolidated Statements of Operations for the thirteen week period ended March 29, 2008 and March 
28, 2009 |  | 4 
|Condensed Consolidated Statements of Cash Flows for the thirteen week period ended March 29, 2008 and March 28,
2009  |  | 5 
|Notes to Condensed Consolidated Financial Statements                                                                  |  | 6 
|Item 2 - Managements Discussion and Analysis of Financial Condition and Results of
Operations                        |  | 9 
|Item 3 - Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 14
|Item 4 - Controls and Procedures                                                                                      |  | 14
|PART II. OTHER INFORMATION                                                                                            |  |   
|Item 1 - Legal Proceedings                                                                                            |  | 14
|Item 1A - Risk Factors                                                                                                |  | 15
|Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds                                                  |  | 18
|Item 3 - Defaults Upon Senior Securities                                                                              |  | 18
|Item 4 - Submissions of Matters to a Vote of Security Holders                                                         |  | 18
|Item 5 - Other Information                                                                                            |  | 18
|Item 6 - Exhibits                                                                                                     |  | 19
|Signatures                                                                                                            |  | 20



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PART I  FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

McCormick & Schmicks Seafood Restaurants, Inc. and Subsidiaries

Condensed
Consolidated Balance Sheets

(in thousands, except per share data)



|                                                                                                           |  |                  |         |   |               |   |         |  
|---------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ------------- | - | ------- | -
|                                                                                                           |  | December 27,2008 |         |   | March 28,2009 |  
|                                                                                                           |  |                  |         |   | (Unaudited)   |  
|Assets                                                                                                     |  |                  |         |   |               |   |         |  
|Current assets                                                                                             |  |                  |         |   |               |   |         |  
|Cash and cash equivalents                                                                                  |  | $                | 4,428   |   |               | $ | 3,338   |  
|Trade accounts receivable, net                                                                             |  |                  | 9,283   |   |               |   | 7,695   |  
|Tenant improvement allowance receivables                                                                   |  |                  | 2,344   |   |               |   | 383     |  
|Income tax receivable                                                                                      |  |                  | 3,789   |   |               |   | 1,248   |  
|Inventories                                                                                                |  |                  | 6,028   |   |               |   | 6,009   |  
|Prepaid expenses and other current assets                                                                  |  |                  | 2,690   |   |               |   | 2,681   |  
|Deferred income taxes                                                                                      |  |                  | 97      |   |               |   | 19      |  
|                                                                                                           |  |                  |         |   |               |   |         |  
|Total current assets                                                                                       |  |                  | 28,659  |   |               |   | 21,373  |  
|Property and equipment, net                                                                                |  |                  | 185,171 |   |               |   | 184,142 |  
|Other assets                                                                                               |  |                  | 3,689   |   |               |   | 3,813   |  
|                                                                                                           |  |                  |         |   |               |   |         |  
|Total assets                                                                                               |  | $                | 217,519 |   |               | $ | 209,328 |  
|                                                                                                           |  |                  |         |   |               |   |         |  
|Liabilities and Stockholders Equity                                                                       |  |                  |         |   |               |   |         |  
|Current liabilities                                                                                        |  |                  |         |   |               |   |         |  
|Accounts payable                                                                                           |  | $                | 18,919  |   |               | $ | 17,119  |  
|Accrued expenses                                                                                           |  |                  | 31,361  |   |               |   | 25,515  |  
|                                                                                                           |  |                  |         |   |               |   |         |  
|Total current liabilities                                                                                  |  |                  | 50,280  |   |               |   | 42,634  |  
|Revolving credit facility                                                                                  |  |                  | 24,000  |   |               |   | 23,000  |  
|Deferred rent and other long-term liabilities                                                              |  |                  | 33,158  |   |               |   | 34,583  |  
|Capital lease obligations                                                                                  |  |                  | 2,526   |   |               |   | 2,517   |  
|Deferred income taxes                                                                                      |  |                  | 1,760   |   |               |   | 1,746   |  
|                                                                                                           |  |                  |         |   |               |   |         |  
|Total liabilities                                                                                          |  |                  | 111,724 |   |               |   | 104,480 |  
|                                                                                                           |  |                  |         |   |               |   |         |  
|Commitments and contingencies (Note 10)                                                                    |  |                  |         |   |               |   |         |  
|Stockholders equity                                                                                       |  |                  |         |   |               |   |         |  
|Common stock, $0.001 par value, 120,000 shares authorized, 14,721 and 14,728 shares issued and outstanding |  |                  | 15      |   |               |   | 15      |  
|Additional paid in capital                                                                                 |  |                  | 148,030 |   |               |   | 148,323 |  
|Accumulated other comprehensive loss                                                                       |  |                  | (1,675  | ) |               |   | (1,771  | )
|Accumulated deficit                                                                                        |  |                  | (40,575 | ) |               |   | (41,719 | )
|                                                                                                           |  |                  |         |   |               |   |         |  
|Total stockholders equity                                                                                 |  |                  | 105,795 |   |               |   | 104,848 |  
|                                                                                                           |  |                  |         |   |               |   |         |  
|Total liabilities and stockholders equity                                                                 |  | $                | 217,519 |   |               | $ | 209,328 |  
|                                                                                                           |  |                  |         |   |               |   |         |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.



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McCormick & Schmicks Seafood Restaurants, Inc. and
Subsidiaries

Condensed Consolidated Statements of Operations-Unaudited

(in thousands, except per share data)



|                                                     |  |                            |        |   |               |   |        |  
|---------------------------------------------------- |  | -------------------------- | ------ | - | ------------- | - | ------ | -
|                                                     |  | Thirteen week period ended |       
|                                                     |  | March 29,2008              |        |   | March 28,2009 |  
|Revenues                                             |  | $                          | 92,337 |   |               | $ | 91,894 |  
|                                                     |  |                            |        |   |               |   |        |  
|Restaurant operating costs                           |  |                            |        |   |               |   |        |  
|Food and beverage                                    |  |                            | 28,071 |   |               |   | 27,696 |  
|Labor                                                |  |                            | 30,397 |   |               |   | 30,489 |  
|Operating                                            |  |                            | 14,501 |   |               |   | 14,340 |  
|Occupancy                                            |  |                            | 8,798  |   |               |   | 9,489  |  
|                                                     |  |                            |        |   |               |   |        |  
|Total restaurant operating costs                     |  |                            | 81,767 |   |               |   | 82,014 |  
|General and administrative expenses                  |  |                            | 5,569  |   |               |   | 5,845  |  
|Restaurant pre-opening costs                         |  |                            | 1,184  |   |               |   | 562    |  
|Depreciation and amortization                        |  |                            | 3,394  |   |               |   | 4,080  |  
|Restructuring charge (Note 11)                       |  |                            |       |   |               |   | 181    |  
|                                                     |  |                            |        |   |               |   |        |  
|Total costs and expenses                             |  |                            | 91,914 |   |               |   | 92,682 |  
|                                                     |  |                            |        |   |               |   |        |  
|Operating income (loss)                              |  |                            | 423    |   |               |   | (788   | )
|Interest expense, net                                |  |                            | 329    |   |               |   | 378    |  
|Other expense (income), net                          |  |                            | (75    | ) |               |   | 14     |  
|                                                     |  |                            |        |   |               |   |        |  
|Income (loss) before income taxes                    |  |                            | 169    |   |               |   | (1,180 | )
|Income tax expense (benefit)                         |  |                            | 51     |   |               |   | (36    | )
|                                                     |  |                            |        |   |               |   |        |  
|Net income (loss)                                    |  | $                          | 118    |   |               | $ | (1,144 | )
|                                                     |  |                            |        |   |               |   |        |  
|Net income (loss) per share                          |  |                            |        |   |               |   |        |  
|Basic and diluted                                    |  | $                          | 0.01   |   |               | $ | (0.08  | )
|Shares used in computing net income (loss) per share |  |                            |        |   |               |   |        |  
|Basic and diluted                                    |  |                            | 14,685 |   |               |   | 14,728 |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.



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McCormick & Schmicks Seafood Restaurants, Inc. and
Subsidiaries

Condensed Consolidated Statements of Cash Flows-Unaudited

(in thousands)



|                                                                                                  |  |                            |         |   |               |   |         |  
|------------------------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ------------- | - | ------- | -
|                                                                                                  |  | Thirteen week period ended |        
|                                                                                                  |  | March 29,2008              |         |   | March 28,2009 |  
|Operating activities                                                                              |  |                            |         |   |               |   |         |  
|Net income (loss)                                                                                 |  | $                          | 118     |   |               | $ | (1,144  | )
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities |  |                            |         |   |               |   |         |  
|Depreciation and amortization                                                                     |  |                            | 3,394   |   |               |   | 4,080   |  
|Deferred income taxes                                                                             |  |                            | 51      |   |               |   | (37     | )
|Share based compensation                                                                          |  |                            | 258     |   |               |   | 365     |  
|Changes in operating assets and liabilities                                                       |  |                            |         |   |               |   |         |  
|Trade accounts receivable, net                                                                    |  |                            | 1,861   |   |               |   | 1,585   |  
|Tenant improvement allowance receivables                                                          |  |                            | 618     |   |               |   | 1,961   |  
|Income tax receivable                                                                             |  |                            | 1,736   |   |               |   | 2,424   |  
|Inventories                                                                                       |  |                            | (74     | ) |               |   | 15      |  
|Prepaid expenses and other current assets                                                         |  |                            | (545    | ) |               |   | 6       |  
|Accounts payable                                                                                  |  |                            | (4,959  | ) |               |   | (1,795  | )
|Accrued expenses                                                                                  |  |                            | (4,114  | ) |               |   | (5,672  | )
|Other long-term liabilities                                                                       |  |                            | 829     |   |               |   | 825     |  
|                                                                                                  |  |                            |         |   |               |   |         |  
|Net cash provided by (used in) operating activities                                               |  |                            | (827    | ) |               |   | 2,613   |  
|                                                                                                  |  |                            |         |   |               |   |         |  
|Investing activities                                                                              |  |                            |         |   |               |   |         |  
|Purchase of property and equipment                                                                |  |                            | (10,280 | ) |               |   | (3,060  | )
|Additions to other assets                                                                         |  |                            | (173    | ) |               |   | (230    | )
|                                                                                                  |  |                            |         |   |               |   |         |  
|Net cash used in investing activities                                                             |  |                            | (10,453 | ) |               |   | (3,290  | )
|                                                                                                  |  |                            |         |   |               |   |         |  
|Financing activities                                                                              |  |                            |         |   |               |   |         |  
|Borrowings made on revolving credit facility                                                      |  |                            | 36,000  |   |               |   | 46,000  |  
|Payments made on revolving credit facility                                                        |  |                            | (29,000 | ) |               |   | (47,000 | )
|Payments made on capital lease obligations                                                        |  |                            | (9      | ) |               |   | (9      | )
|Deemed landlord financing proceeds (in the form of tenant improvement allowances)                 |  |                            |        |   |               |   | 674     |  
|Deemed landlord financing payments                                                                |  |                            |        |   |               |   | (60     | )
|                                                                                                  |  |                            |         |   |               |   |         |  
|Net cash provided by (used in) financing activities                                               |  |                            | 6,991   |   |               |   | (395    | )
|                                                                                                  |  |                            |         |   |               |   |         |  
|Effect of exchange rate changes on cash and cash equivalents                                      |  |                            | (62     | ) |               |   | (18     | )
|                                                                                                  |  |                            |         |   |               |   |         |  
|Net decrease in cash and cash equivalents                                                         |  |                            | (4,351  | ) |               |   | (1,090  | )
|Cash and cash equivalents, beginning of period                                                    |  |                            | 7,343   |   |               |   | 4,428   |  
|                                                                                                  |  |                            |         |   |               |   |         |  
|Cash and cash equivalents, end of period                                                          |  | $                          | 2,992   |   |               | $ | 3,338   |  
|                                                                                                  |  |                            |         |   |               |   |         |  
|Supplemental disclosure of cash flow information                                                  |  |                            |         |   |               |   |         |  
|Cash paid during the period                                                                       |  |                            |         |   |               |   |         |  
|Interest                                                                                          |  | $                          | 90      |   |               | $ | 309     |  
|Income taxes, net of refunds                                                                      |  | $                          | 92      |   |               | $ | (2,405  | )

The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.



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McCormick & Schmicks Seafood Restaurants, Inc. and
Subsidiaries

Notes to Condensed Consolidated Financial Statements-Unaudited

1. The Business and Organization

McCormick and
Schmicks Seafood Restaurants, Inc. is a leading national seafood restaurant operator in the affordable upscale dining segment and, as of March 28, 2009, operated 94 restaurants including 88 restaurants in 25 states throughout the United
States, including one pursuant to a management agreement, and six restaurants under The Boathouse name in the greater Vancouver, British Columbia area. The Company has aggregated its operations into one reportable segment.

2. Basis of Presentation

The accompanying unaudited
condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States 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 generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair statement have been included. Operating results for the thirteen week period ended March 28, 2009 are not necessarily indicative of the results that may be expected for the fiscal year ending December 26,
2009.

The condensed consolidated balance sheet at December 27, 2008 has been derived from the audited consolidated financial
statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles in the United States 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 December 27, 2008.

3. Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements include the assets, liabilities and results of operations of McCormick & Schmicks Seafood
Restaurants, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

Management Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances at the time. Actual results could differ from those estimates under
different assumptions or conditions.

Revenue Recognition

Revenues are recognized at the point of delivery of products and services. The Company recognizes income from gift cards when the gift card is redeemed by the customer; or the likelihood of the gift card being
redeemed by the customer is remote (gift card breakage) and the Company determines there is no legal obligation to remit the value of unredeemed gift cards to the relevant jurisdictions. The Company determines the gift card breakage rate based upon
historical redemption patterns. Gift card income is included in revenues in the consolidated statements of operations. Revenues are presented net of sales tax and the related tax obligation is recorded as a liability until the taxes are remitted to
the appropriate taxing authorities.

Share-Based Compensation

The Company determines the fair value of stock option awards on the date of grant using the Black-Scholes option-pricing model in accordance with Statement of Financial Accounting Standards (SFAS) No.
123, Share Based Payment (revised 2004) (SFAS 123R). The Black-Scholes model is affected by the Companys stock price as well as the Companys assumptions regarding a number of complex and subjective variables,
including but not limited to the Companys expected stock price volatility over the term of the awards, life of the option, expected term of the option, the estimated forfeiture rate, the risk-free interest rate and the expected dividend yield.

Basic and Diluted Net Income per Share

Basic net income per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common shares and dilutive potential
common shares outstanding during the period. Dilutive potential common shares consist of employee stock options and restricted stock.

SFAS
No. 128, Earnings per Share, requires that employee equity share options, non-vested shares and similar equity instruments granted by the Company be treated as potential common shares outstanding in computing diluted earnings per
share. Diluted shares outstanding include the dilutive effect of in-the-money options and is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, assumed proceeds
include the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of tax benefits, if any, that would be credited to additional paid-in
capital upon the exercise of the options or vesting of the restricted stock.

Operating Leases

The Company generally operates its restaurants in leased premises. The Company records the minimum base rents for its operating leases using the
straight-line method over the life of the lease term, including option periods which are reasonably assured of renewal due to the presence of certain economic penalties. For purposes of calculating straight-line rents, the lease term commences on
the date the lessee obtains control of the property, which is normally when the property is ready for normal tenant improvements (build-out-period). For certain leases the Company only has the right to exercise its option for renewal if certain
sales targets are achieved at or near the renewal date. These renewal option periods have been included in the lease term when the Company determines at lease inception or at the acquisition date of the restaurant, if later, that the sales targets
are non-substantive and achievement of such sales targets is virtually certain. The difference between rent expense calculated using the straight-line method and rent paid is recorded as deferred rent liability.



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The Company receives certain tenant improvement allowances which are considered lease incentives and are
amortized over the life of the lease term as a reduction of rent expense over the lease term. Accordingly, the Company has recorded a deferred rent liability including tenant improvement allowances for the straight lining of rents and lease
incentives, which is included in deferred rent and other long-term liabilities of $23.7 million and $24.4 million as of December 27, 2008 and March 28, 2009, respectively. Certain other landlord tenant improvement allowances received,
depending on the specifics of the leased space, the lease agreement and in accordance with Emerging Issues Task Force (EITF) 97-10, The Effect of Lessee Involvement in Asset Construction, for the amounts paid for structural
components during the construction period are recorded as construction in progress and the landlord tenant improvement allowances received are recorded as a landlord financing liability. Upon completion of construction for those leases that meet the
criteria of EITF 97-10, and for those leases that do not qualify for sale leaseback treatment in accordance with SFAS No. 98, the landlord financing liability is amortized under the effective interest rate method over the lease term based on
the rent payments designated in the lease agreement.

Foreign Currency

The Canadian dollar is the functional currency of the Companys subsidiary in Canada. Monetary assets and liabilities related to the Companys operations in Canada are translated into U.S. dollars at the
rate of exchange at the end of the applicable fiscal reporting period. Non-monetary assets and liabilities are translated into U.S. dollars at historical exchange rates. Revenues and expenses are translated at the average rate of exchange for the
applicable fiscal reporting period. Translation adjustments arising from the use of different exchange rates from period to period are included in accumulated other comprehensive income or loss. Gains and losses resulting from foreign currency
transactions are included in the Companys results of operations.

4. Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141(R)), a replacement of SFAS
No. 141, Business Combinations. The provisions of SFAS 141(R) establish principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed,
any non-controlling interest acquired and the goodwill acquired. SFAS 141(R) also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination, and applies to business
combinations for which the acquisition date is on or after December 15, 2008.

5. Long-Term Debt

As of March 28, 2009, the outstanding balance on the Companys revolving credit facility was $23.0 million. On January 29, 2009 the
existing revolving credit facility was amended. In conjunction with the amendment, the availability under the facility was adjusted from $150.0 million to $90.0 million, with an additional $50.0 million available at the Companys request if
specified conditions are met. The amended facility also makes certain financial covenants less restrictive, including the minimum fixed charge ratio and the maximum adjusted leverage ratio covenants. The interest rate on U.S. borrowings is based on
the financial institutions base rate plus a margin between 0.25% and 1.50% or the Eurodollar rate plus a margin of 1.25% to 2.50%, with margins determined by certain financial ratios. The terms of the facility also allow the Company to borrow
up to $10.0 million in Canadian dollars, which reduces the limit available for borrowings under the credit facility by an equal amount, with an interest rate based on the Canadian Eurodollar Rate plus a margin of 1.35% to 2.60%, with margins
determined by certain financial ratios.

Under the revolving credit facility, the Company is required to comply with certain financial
covenants, including a maximum adjusted leverage ratio and a minimum fixed charge ratio. The Company was in compliance with these covenants as of March 28, 2009. As of March 28, 2009, the Companys effective interest rate on its
borrowings was 3.0%, which was calculated using the financial institutions calculated base rate of 0.5%.

Under the Companys
revolving credit facility agreement, loans are collateralized by the stock of the subsidiaries of the Company and mature on December 28, 2012. The revolving credit facility agreement also provides for bank guarantees under standby letter of
credit arrangements in the normal course of business operations. The Companys commercial bank issues standby letters of credit to secure its obligations to pay or perform when required to do so pursuant to the requirements of an underlying
agreement or the provision of goods and services. The standby letters of credit are cancelable 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 letter of credit in
accordance with its terms. As of March 28, 2009, the maximum exposure under these standby letters of credit was $3.0 million. As of March 28, 2009, the Company had $64.0 million available under its $90.0 million revolving credit facility,
subject to the conditions of the agreement.

6. Share-Based Compensation

Share-based compensation expense recognized under SFAS 123R for the thirteen week periods ended March 29, 2008 and March 28, 2009 was $0.3
million and $0.4 million, respectively.

The fair value of the Companys stock options was estimated using the following assumptions:



|                          |  |                            |   |  |               |  
|------------------------- |  | -------------------------- | - |  | ------------- | -
|                          |  | Thirteen week period ended |  
|                          |  | March 29,2008              |   |  | March 28,2009 |  
|Expected volatility       |  | 24.8                       | % |  | 51.1          | %
|Option life               |  | 10 years                   |   |  | 10 years      |  
|Expected term             |  | 5.5 years                  |   |  | 5.5 years     |  
|Estimated forfeiture rate |  | 14                         | % |  | 0             | %
|Risk-free interest rate   |  | 3.9                        | % |  | 1.12          | %
|Dividend yield            |  | 0                          | % |  | 0             | %

As of March 28, 2009, options to acquire a total of 1,154,600 shares of the Companys
common stock had been granted under the Companys 2004 Stock Incentive Plan (the Plan) at an average grant price of $10.53. In conjunction with the hiring of the Companys Chief Executive Officer on January 12, 2009, the
Company issued 250,000 options to him at a price equal to $3.92, the fair market value of the stock on the date of grant. One-third of the grant vests on each of the three anniversary dates following the grant date if the grantee is then employed by
the Company. As of March 28, 2009, there were 556,278 options outstanding, of which 250,279 were exercisable.

The Company has issued
232,725 shares of restricted stock at an average price of $18.42 from the Plan to employees, directors and executive officers. Grants are issued at fair market value on the date of the grant. Typically, one-third of the restricted stock grants vest
on each of the three anniversary dates following the grant date if the grantee is then employed by the Company. In April 2008, the Company issued 15,765 shares of restricted stock to the independent members of the Board of Directors at a price equal
to $11.10, the fair market value of the stock on the date of grant. The restricted stock granted vests one year from the date of grant, if the Director is still serving the Company as of the anniversary date. As of March 28, 2009, there were
93,218 shares of restricted stock outstanding.



7



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Additional awards granted under the Plan may be in the form of nonqualified stock options, incentive
stock options, stock appreciation rights (SARs), restricted stock, stock bonuses and performance-based awards. Vesting of awards under the Plan may vary. Each award granted under the Plan may, at the discretion of the board of directors
of the Company, become fully exercisable or payable, as applicable, upon a change of control of the Company. An option to purchase 250,000 shares of common stock was granted in the quarter ended March 28, 2009.

Each award expires on the date determined at the date of grant; however, the maximum term of options, SARs and other rights to acquire common stock under
the Plan is ten years after the initial date of the award, subject to provisions for further deferred payment in certain circumstances. These and other awards may also be issued solely or in part for services. Any shares subject to awards that
are not paid or exercised before they expire or are terminated become available for other award grants under the Plan. If not sooner terminated by the Companys board of directors, the Plan will terminate on June 16, 2014. As of
March 28, 2009, there were 265,333 shares of common stock available for grant under the Plan.

The following table summarizes the
status of the Companys share-based compensation plans, including stock options and restricted stock grants, as of March 28, 2009.



|                                 |  |              |  |                                |       |                 |         |                       |       |             |         |                         |   |        
|-------------------------------- |  | ------------ |  | ------------------------------ | ----- | --------------- | ------- | --------------------- | ----- | ----------- | ------- | ----------------------- | - | -------
|                                 |  | StockOptions |  | Weighted AverageExercise Price |       | RestrictedStock |         | StockCompensation (1) |       | TotalShares |         | AggregateIntrinsicValue
|Outstanding at December 27, 2008 |  | 319,311      |  | $                              | 12.62 |                 | 115,388 |                       |      |             | 434,699 |                         |   |        
|Awards granted                   |  | 250,000      |  |                                | 3.92  |                 |        |                       | 5,105 |             | 255,105 |                         | $ |       
|Awards exercised                 |  |             |  |                                |      |                 | 22,170  |                       | 5,105 |             | 27,275  |                         |   | 99,940 
|Awards forfeited                 |  | 13,033       |  |                                | 21.75 |                 |        |                       |      |             | 13,033  |                         |   |       
|                                 |  |              |  |                                |       |                 |         |                       |       |             |         |                         |   |        
|Outstanding at March 28, 2009    |  | 556,278      |  | $                              | 8.50  |                 | 93,218  |                       |      |             | 649,496 |                         | $ | 330,924
|                                 |  |              |  |                                |       |                 |         |                       |       |             |         |                         |   |        
|Exercisable at March 28, 2009    |  | 250,279      |  | $                              | 12.13 |                 |        |                       |      |             | 250,279 |                         | $ |       



|(1) | Directors may elect to receive their cash compensation for service as a director in the form of company stock, with the number of shares to be received determined by the closing
price of the Company stock at the end of each fiscal quarter related to that quarters Board fee payments. A total of 5,105 shares were issued during the quarter ended March 28, 2009 at a price of $4.16, related to payments made to board
members.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The aggregate intrinsic value of stock options represents the difference between the Companys closing stock
price of $3.55 as of March 28, 2009 and the exercise price multiplied by the number of options outstanding as of that date. In the case of the restricted stock the aggregate intrinsic value is calculated using the closing price of the stock at
March 28, 2009 multiplied by the number of shares outstanding as of that date.

The following table summarizes additional information
about stock options outstanding at March 28, 2009.



|                         |  |                   |  |                                                    |  |                                |      |                   |         |                                |   |      
|------------------------ |  | ----------------- |  | -------------------------------------------------- |  | ------------------------------ | ---- | ----------------- | ------- | ------------------------------ | - | -----
|Outstanding              |  | Exercisable      
|Range of Exercise Prices |  | Number of Options |  | Weighted AverageRemaining Yearsof Contractual Life |  | Weighted AverageExercise price |      | Number of Options |         | Weighted AverageExercise price
|$3.92  $26.81           |  | 556,278           |  | 7.0                                                |  | $                              | 8.50 |                   | 250,279 |                                | $ | 12.13

As of March 28, 2009, unamortized compensation expense related to stock options and
restricted stock under the Plan was $1.3 million.

The following table summarizes share-based compensation expense related to employee
stock options and restricted stock awards under SFAS 123R for the thirteen week periods ended March 29, 2008 and March 28, 2009 (in thousands).



|                                                                               |  |                            |     |               |   |    
|------------------------------------------------------------------------------ |  | -------------------------- | --- | ------------- | - | ---
|                                                                               |  | Thirteen week period ended
|                                                                               |  | March 29,2008              |     | March 28,2009
|Labor                                                                          |  | $                          | 3   |               | $ |   
|General and administrative expenses                                            |  |                            | 255 |               |   | 365
|                                                                               |  |                            |     |               |   |    
|Share-based compensation expense included in total costs and expenses          |  |                            | 258 |               |   | 365
|Income tax benefit related to share-based compensation                         |  |                            | 97  |               |   | 149
|                                                                               |  |                            |     |               |   |    
|Share-based compensation expense related to employee stock options, net of tax |  | $                          | 161 |               | $ | 216
|                                                                               |  |                            |     |               |   |    

7. Income Taxes

As of March 28, 2009, there had been no material changes to the Companys uncertain tax position disclosure as provided in the 2008 Annual Report on Form 10-K. The Company does not anticipate any
significant changes to the balance of unrecognized tax benefits in the next twelve months. It is the Companys policy to recognize interest and penalties related to uncertain tax positions in income tax expense.

8. Comprehensive Income (Loss)

The components of
comprehensive income (loss) for the thirteen week periods ended March 29, 2008 and March 28, 2009 are as follows (in thousands):



|                                                        |  |                            |      |   |               |   |        |  
|------------------------------------------------------- |  | -------------------------- | ---- | - | ------------- | - | ------ | -
|                                                        |  | Thirteen week period ended |     
|                                                        |  | March 29,2008              |      |   | March 28,2009 |  
|Net income (loss)                                       |  | $                          | 118  |   |               | $ | (1,144 | )
|Other comprehensive loss - foreign currency translation |  |                            | (747 | ) |               |   | (96    | )
|                                                        |  |                            |      |   |               |   |        |  
|Total comprehensive loss                                |  | $                          | (629 | ) |               | $ | (1,240 | )
|                                                        |  |                            |      |   |               |   |        |  



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9. Related Party Transactions

The Company leases certain properties from landlords deemed to be related parties of the Company. Total rent paid to these landlords was $0.2 million for both the thirteen week period ended March 29, 2008 and the
thirteen week period ended March 28, 2009.

10. Commitments and Contingencies

The Company is subject to various claims, possible legal actions, and other matters arising in the normal course of business. While it is difficult
to accurately predict the outcome of these issues, the Company believes that adequate provision for potential losses has been made in the accompanying condensed 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.

In 2006, the Company was
named in a class action complaint regarding employment practices filed in the U.S. District Court for the Northern District of California. The Company contested the claims and negotiated with the plaintiffs to reach a settlement. The settlement was
approved by the court, and the settlement amount was paid, in April 2008.

The Companys primary insurer has informed the Company it
believes the Company has exhausted its insurance coverage with respect to claims arising in the Companys 2004 coverage year. The Company disagrees with this interpretation of the coverage, but has taken this interpretation into account in
connection with the charge taken related to the settlement of class action claims. The Company has initiated litigation to contest the insurers conclusion. If the Company is unsuccessful, and if the Companys insurer determines that other
existing employment claims arose in 2004 and are therefore not covered, the resolution of those claims could be more expensive.

11. Restructuring
Charge

During the first quarter of the fiscal year 2009 the Company incurred a $181,000 restructuring charge as defined in SFAS 146,
Accounting for Costs Associated with Exit or Disposal Activities, related to termination benefits paid to employees effected by headcount reductions at both the Corporate office and in the restaurants.

12. Net Income (Loss) Per Share

Net income (loss)
per share is computed in accordance with SFAS 128, Earnings per Share. Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss)
per share is computed based on the weighted average number of shares of common stock and potentially dilutive securities, which includes options and restricted stock outstanding under the Companys 2004 Stock Incentive Plan.

Options to purchase 319,311 and 556,278 shares of common stock were outstanding at December 27, 2008 and March 28, 2009, respectively.
Restricted stock outstanding was 115,388 and 93,218 on December 27, 2008 and March 28, 2009, respectively.

There were no diluted
shares for both the thirteen week period ended March 29, 2008 and the thirteen week period ended March 28, 2009. For the thirteen week periods ended March 29, 2008 and March 28, 2009, 477,234 and 522,247, respectively, of the
Companys shares were excluded from the calculation due to their anti-dilutive effect.



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

FORWARD-LOOKING STATEMENTS

This information should be read in conjunction with the condensed
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 December 27, 2008 contained in our 2008 Annual Report on Form 10-K.

The
following section contains forward-looking statements which are subject to risks and uncertainties. These forward-looking statements include those regarding anticipated restaurant openings, anticipated costs and sizes of future restaurants,
anticipated costs savings and the adequacy of anticipated sources of cash to fund our future capital requirements. Our actual results may differ materially from those discussed in the forward-looking statements. Words such as believes,
anticipates, expects, intends, plans and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.

Important factors that could cause actual results to differ materially from our expectations include those discussed below under Risk
Factors. We do not undertake any duty to update forward-looking statements after the date they are made or to conform them to actual results or to changes in circumstances or expectations.

Overview

As of March 28, 2009, we operated 94
restaurants, including 88 restaurants in the United States, of which one was operated pursuant to a management agreement, and six restaurants operated in Canada under The Boathouse name.

McCormick & Schmicks has successfully grown over the past 37 years by offering our customers menus that, at most restaurants, are printed
twice daily with a broad selection of affordable, quality, and fresh seafood in an upscale environment, serviced by knowledgeable and professional management and staff. McCormick & Schmicks inviting atmosphere and high quality,
diverse menu offering and compelling price-value proposition appeals to a diverse base of casual diners, families, travelers and the business community. Our revenues are primarily generated by sales at our restaurants, including banquets.

We utilize a broad-based marketing approach to drive guest traffic which includes in-house marketing campaigns, including our preferred
guest program and e-marketing programs. We have successfully grown our preferred guest program to more than 72,000 members since its inception in 2006 and our online marketing e-mail club database to over 147,000 members.

We measure performance using key operating indicators such as comparable restaurant sales, food and beverage costs, labor costs, restaurant operating
expenses, and occupancy costs, with a focus on these costs and expenses as a percentage of revenues. For purposes of comparable restaurant sales, a restaurant is included in the



9



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##### Table of Contents

comparable restaurant base in the first full quarter following the eighteenth month of operations. Comparable sales exclude the impact of currency
translation. We also track trends in average weekly revenues at both the restaurant level and on a condensed consolidated basis as an indicator of our performance. The key operating measure used by management in evaluating our operating results is
operating income. Operating income is calculated by deducting total restaurant operating costs, general and administrative expenses, restaurant pre-opening costs, depreciation and amortization and other corporate costs from revenues. Restaurant
pre-opening costs are analyzed based on the number and timing of restaurant openings and by comparison to budgeted amounts, with an overall target of approximately $0.3 million to $0.4 million per restaurant opening, which may include non-cash rent
expense during the construction period.

The most significant restaurant operating costs are food and beverage costs, labor costs and
employee benefit costs. We believe our national and regional presence allows us to achieve better quality and pricing on key products than most of our competitors. We closely monitor food and beverage costs and regularly review our selection of
preferred vendors on the basis of several key metrics, including pricing. In addition, because we print our menu twice daily in most of our restaurants, we are able to adapt the seafood items we offer to changes in vendor pricing to optimize our
revenue mix and mitigate the impact of cost increases in any particular seafood item by substituting a lower-cost alternative on our menu or by adjusting the price. With respect to labor costs, we believe the combination of future growth in revenues
and the resulting greater restaurant coverage of our vice presidents of operations and regional managers will allow us to leverage payroll expenses over time. Our employee benefits include health insurance, the cost of which continues to increase
faster than the general rate of inflation. We continually monitor this cost and review and implement strategies to effectively control increases.

General and administrative expenses are controlled in absolute amounts and monitored as a percentage of revenues. As we have continued our growth, we have incurred substantial training costs and made significant investments in
infrastructure, including our information systems. As we continue to grow and are able to leverage investments made in our people and systems, we expect these expenses to decrease as a percentage of revenues over time.

Identification of appropriate new restaurant sites is essential to our growth strategy. We evaluate and invest in new restaurants based on site-specific
projected returns on investment. We believe our restaurant model and flexible real estate strategy provide us with continued opportunities to find attractive real estate locations on favorable terms.

Strategic Focus and Operating Outlook

Our primary
business focus for over 37 years has been to consistently offer a broad selection of high quality, fresh seafood, which we believe commands strong loyalty from our guests. During the fourth quarter of 2007 we initiated a new steak program to
complement our seafood offerings. Under the program, we increased the range of beef offerings on our menu, upgraded the quality of beef served and implemented new cooking techniques. As a result of the program, our beef entrée sales have
increased to approximately 18% of our dinner entrée sales in the first quarter of 2009. We have also been highlighting our offerings of wild fish and are giving the most affluent customers the opportunity to trade up in product mix which has
been positively affecting our average check. We will continue this in the second quarter of 2009 by offering Alaskan King Crab legs direct from the boat Early Dawn featured on the hit TV show The Deadliest Catch. We are also
focusing on our everyday value messaging including our most recent offering of 10 lunch entrées under $10.

We have successfully
expanded our McCormick & Schmicks Seafood Restaurant concept throughout the United States and have competed effectively with national and regional restaurant chains and with local restaurant operators. We have continued to utilize our
size and experience to maximize our purchasing power, closely monitor our costs, and take advantage of areas where we feel we can trim costs without affecting the guest experience.

Our objective is to continue to prudently grow McCormick & Schmicks Seafood Restaurants and The Boathouse restaurants in existing and new
markets. We also consider acquisitions of additional restaurants or restaurant groups when opportunities arise. Our stated long term growth target is to grow restaurant units at a prudent pace between 13% and 15% per year. Because of the
current environment, particularly uncertainty regarding consumer spending, and in line with our disciplined capital utilization, we are being more cautious when selecting new restaurant locations and in 2009 have planned to open only two new
restaurants, both of which have already opened. Based on capital availability and economic conditions improving, we may open an additional restaurant in 2009.

Financial Performance Overview

The following are results of our financial performance for the thirteen week period ended
March 28, 2009 compared to the thirteen week period ended March 29, 2008:



| |  |  | Revenues decreased 0.5% to $91.9 million from $92.3 million
| | - |  | -----------------------------------------------------------



| |  |  | Comparable restaurant sales decreased 13.9%
| | - |  | -------------------------------------------



| |  |  | Restaurant pre-opening costs decreased to $0.6 million from $1.2 million
| | - |  | ------------------------------------------------------------------------



| |  |  | Operating income decreased to a loss of $0.8 million from income of $0.4 million
| | - |  | --------------------------------------------------------------------------------



| |  |  | Net income decreased to a net loss of $1.1 million from net income of $0.1 million
| | - |  | ----------------------------------------------------------------------------------



| |  |  | Diluted earnings per share decreased to a loss per share of $0.08 from earnings per share of $0.01.
| | - |  | ---------------------------------------------------------------------------------------------------

Thirteen Week Period Ended March 29, 2008 Compared to Thirteen Week Period Ended March 28, 2009

The following table sets forth our operating results from our unaudited condensed consolidated statements of operations.



|                                    |  |                            |        |   |                |       |    |  |   |        |   |  |       |   
|----------------------------------- |  | -------------------------- | ------ | - | -------------- | ----- | -- |  | - | ------ | - |  | ----- | --
|                                    |  | Thirteen week period ended |       
|                                    |  | March 29, 2008             |        |   | March 28, 2009 |      
|                                    |  | (in thousands)             |       
|Revenues                            |  | $                          | 92,337 |   |                | 100.0 | %  |  | $ | 91,894 |   |  | 100.0 | % 
|                                    |  |                            |        |   |                |       |    |  |   |        |   |  |       |   
|Restaurant operating costs          |  |                            |        |   |                |       |    |  |   |        |   |  |       |   
|Food and beverage                   |  |                            | 28,071 |   |                | 30.4  | %  |  |   | 27,696 |   |  | 30.1  | % 
|Labor                               |  |                            | 30,397 |   |                | 32.9  | %  |  |   | 30,489 |   |  | 33.2  | % 
|Operating                           |  |                            | 14,501 |   |                | 15.7  | %  |  |   | 14,340 |   |  | 15.6  | % 
|Occupancy                           |  |                            | 8,798  |   |                | 9.5   | %  |  |   | 9,489  |   |  | 10.3  | % 
|                                    |  |                            |        |   |                |       |    |  |   |        |   |  |       |   
|Total restaurant operating costs    |  |                            | 81,767 |   |                | 88.5  | %  |  |   | 82,014 |   |  | 89.2  | % 
|General and administrative expenses |  |                            | 5,569  |   |                | 6.0   | %  |  |   | 5,845  |   |  | 6.4   | % 
|Restaurant pre-opening costs        |  |                            | 1,184  |   |                | 1.3   | %  |  |   | 562    |   |  | 0.6   | % 
|Depreciation and amortization       |  |                            | 3,394  |   |                | 3.7   | %  |  |   | 4,080  |   |  | 4.4   | % 
|Restructuring charge                |  |                            |       |   |                |      |    |  |   | 181    |   |  | 0.2   | % 
|                                    |  |                            |        |   |                |       |    |  |   |        |   |  |       |   
|Total costs and expenses            |  |                            | 91,914 |   |                | 99.5  | %  |  |   | 92,682 |   |  | 100.9 | % 
|                                    |  |                            |        |   |                |       |    |  |   |        |   |  |       |   
|Operating income (loss)             |  |                            | 423    |   |                | 0.5   | %  |  |   | (788   | ) |  | (0.9  | )%
|Interest expense, net               |  |                            | 329    |   |                | 0.4   | %  |  |   | 378    |   |  | 0.4   | % 
|Other expense (income), net         |  |                            | (75    | ) |                | (0.1  | )% |  |   | 14     |   |  |      |   
|                                    |  |                            |        |   |                |       |    |  |   |        |   |  |       |   
|Income (loss) before income taxes   |  |                            | 169    |   |                | 0.2   | %  |  |   | (1,180 | ) |  | (1.3  | )%
|Income tax expense (benefit)        |  |                            | 51     |   |                | 0.1   | %  |  |   | (36    | ) |  |      |   
|                                    |  |                            |        |   |                |       |    |  |   |        |   |  |       |   
|Net income (loss)                   |  | $                          | 118    |   |                | 0.1   | %  |  | $ | (1,144 | ) |  | (1.2  | )%
|                                    |  |                            |        |   |                |       |    |  |   |        |   |  |       |   



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Revenues and Restaurant Operating Costs

The following table sets forth revenues and restaurant operating costs, including food and beverage, labor, operating and occupancy costs from our unaudited condensed consolidated statements of operations.



|                                 |  |                            |        |               |   |        |  |   |      |   |  |      |   
|-------------------------------- |  | -------------------------- | ------ | ------------- | - | ------ |  | - | ---- | - |  | ---- | --
|                                 |  | Thirteen week period ended |        | Change        |  
|                                 |  | March 29,2008              |        | March 28,2009 |   | $      |  |   | %    |  
|                                 |  | (in thousands)             |       
|Revenues                         |  | $                          | 92,337 |               | $ | 91,894 |  | $ | (443 | ) |  | (0.5 | )%
|                                 |  |                            |        |               |   |        |  |   |      |   |  |      |   
|Restaurant operating costs       |  |                            |        |               |   |        |  |   |      |   |  |      |   
|Food and beverage                |  | $                          | 28,071 |               | $ | 27,696 |  | $ | (375 | ) |  | (1.3 | )%
|Labor                            |  |                            | 30,397 |               |   | 30,489 |  |   | 92   |   |  | 0.3  | % 
|Operating                        |  |                            | 14,501 |               |   | 14,340 |  |   | (161 | ) |  | (1.1 | )%
|Occupancy                        |  |                            | 8,798  |               |   | 9,489  |  |   | 691  |   |  | 7.9  | % 
|                                 |  |                            |        |               |   |        |  |   |      |   |  |      |   
|Total restaurant operating costs |  | $                          | 81,767 |               | $ | 82,014 |  | $ | 247  |   |  | 0.3  | % 
|                                 |  |                            |        |               |   |        |  |   |      |   |  |      |   

Revenues. Revenues decreased $0.4 million, or 0.5%, to $91.9 million in the thirteen week period ended
March 28, 2009 from $92.3 million in the thirteen week period ended March 29, 2008. The decrease was primarily due to the 13.9% decrease in comparable restaurants sales, which was partially offset by increased sales by restaurants not
included in the comparable base. We had a total of 1,195 store operating weeks for the quarter ended March 28, 2009 compared to a total of 1,061 for the quarter ended March 29, 2008. The decrease in comparable restaurant sales was a result
of a 15.9% decrease in traffic, which was partially offset by a net increase in pricing and product mix of 2.0%.

Food and Beverage Costs. Food
and beverage costs decreased $0.4 million, or 1.3%, to $27.7 million in the thirteen week period ended March 28, 2009 from $28.1 million in the thirteen week period ended March 29, 2008. This decrease was primarily due to lower restaurant
sales. Food and beverage costs as a percentage of revenues decreased to 30.1% in the thirteen week period ended March 28, 2009 from 30.4% in the thirteen week period ended March 29, 2008, primarily due to increased menu pricing and better
commodity prices.

Labor Costs. Labor costs increased $0.1 million, or 0.3%, to $30.5 million in the thirteen week period ended March 28,
2009 from $30.4 million in thirteen week period ended March 29, 2008. Labor costs as a percentage of revenues increased to 33.2% in the thirteen week period ended March 28, 2009 from 32.9% in the thirteen week period ended March 29,
2008, primarily due to deleveraging of fixed labor costs at the comparable restaurants. Deleveraging occurs when sales decline and fixed costs have a relatively larger impact as a percentage of revenues.

Operating Costs. Operating costs decreased $0.2 million, or 1.1%, to $14.3 million in the thirteen week period ended March 28, 2009 from $14.5 million
in the thirteen week period ended March 29, 2008. This decrease was primarily due to lower marketing and printing costs partially offset by increased utilities costs. Operating costs as a percentage of revenues decreased to 15.6% in the
thirteen week period ended March 28, 2009 from 15.7% in the thirteen week period ended March 29, 2008.

Occupancy Costs. Occupancy
costs increased $0.7 million, or 7.9%, to $9.5 million in the thirteen week period ended March 28, 2009 from $8.8 million in the thirteen week period ended March 29, 2008, primarily due to the ten restaurants opened since March 29,
2008. Occupancy costs as a percentage of revenues increased to 10.3% in the thirteen week period ended March 28, 2009 from 9.5% in the thirteen week period ended March 29, 2008, primarily due to deleveraging of fixed occupancy costs.

General and Administrative Expenses, Restaurant Pre-Opening Costs, Depreciation and Amortization and Restructuring Charge

The following table sets forth general and administrative expenses, restaurant pre-opening costs, depreciation and amortization, and restructuring charge from our
unaudited condensed consolidated statements of operations.



|                                    |  |                            |       |                |   |       |  |   |      |   |  |       |   
|----------------------------------- |  | -------------------------- | ----- | -------------- | - | ----- |  | - | ---- | - |  | ----- | --
|                                    |  | Thirteen week period ended |       | Change         |  
|                                    |  | March 29,2008              |       | March 28,2009  |   | $     |  |   | %    |  
|                                    |  |                            |       | (in thousands) |   |       |  |   |      |  
|General and administrative expenses |  | $                          | 5,569 |                | $ | 5,845 |  | $ | 276  |   |  | 5.0   | % 
|Restaurant pre-opening costs        |  |                            | 1,184 |                |   | 562   |  |   | (622 | ) |  | (52.5 | )%
|Depreciation and amortization       |  |                            | 3,394 |                |   | 4,080 |  |   | 686  |   |  | 20.2  | % 
|Restructuring charge                |  |                            |      |                |   | 181   |  |   | 181  |   |  | 100.0 | % 

General and Administrative Expenses. General and administrative expenses increased $0.3 million, or
5.0%, to $5.8 million in the thirteen week period ended March 28, 2009 from $5.6 million in the thirteen week period ended March 29, 2008, primarily due to increases in legal fees, management wages and share-based compensation, partially
offset by lower variable compensation. General and administrative expenses as a percentage of revenues increased to 6.4% in the thirteen week period ended March 28, 2009 from 6.0% in the thirteen week period ended March 29, 2008, primarily
due to the deleveraging of revenues, coupled with increases in legal fees, management wages and share-based compensation, partially offset by lower variable compensation.



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Restaurant Pre-Opening Costs. Restaurant pre-opening costs decreased $0.6 million, to $0.6 million in the
thirteen week period ended March 28, 2009 from $1.2 million in the thirteen week period ended March 29, 2008, primarily due to the timing of restaurant openings and the number of restaurants under construction.

Depreciation and Amortization. Depreciation and amortization increased $0.7 million, or 20.2%, to $4.1 million in the thirteen week period ended
March 28, 2009 from $3.4 million in the thirteen week period ended March 29, 2008. The increase was primarily due to the ten restaurants opened since March 29, 2008. Depreciation and amortization as a percentage of revenues increased
to 4.4% in the thirteen week period ended March 28, 2009 from 3.7% in the thirteen week period ended March 29, 2008, primarily due to the ten restaurants opened since March 29, 2008, coupled with the deleveraging of sales.

Restructuring charge. During the first quarter of the fiscal year 2009 we incurred a $181,000 restructuring charge as defined in SFAS 146, Accounting for
Costs Associated with Exit or Disposal Activities, related to termination benefits paid to employees effected by headcount reductions at both the corporate office and in the restaurants.

Interest Expense, Net, Other Expense (Income), Net, Income Tax Expense (Benefit) and Net Income (Loss)

The following table sets forth interest expense, net, other expense (income), net, income tax expense (benefit) and net income (loss) from our unaudited condensed
consolidated statements of operations.



|                                  |  |                            |     |   |                |   |        |   |  |   |        |   |  |        |   
|--------------------------------- |  | -------------------------- | --- | - | -------------- | - | ------ | - |  | - | ------ | - |  | ------ | --
|                                  |  | Thirteen week period ended |     |   | Change         |  
|                                  |  | March 29,2008              |     |   | March 28,2009  |   |        | $ |  |   | %      |  
|                                  |  |                            |     |   | (in thousands) |   |        |   |  |   |        |  
|Interest expense, net             |  | $                          | 329 |   |                | $ | 378    |   |  | $ | 49     |   |  | 14.9   | % 
|Other expense (income), net       |  |                            | (75 | ) |                |   | 14     |   |  |   | 89     |   |  | (118.7 | )%
|                                  |  |                            |     |   |                |   |        |   |  |   |        |   |  |        |   
|Income (loss) before income taxes |  | $                          | 169 |   |                | $ | (1,180 | ) |  | $ | (1,349 | ) |  |        | * 
|Income tax expense (benefit)      |  |                            | 51  |   |                |   | (36    | ) |  |   | (87    | ) |  | (170.6 | )%
|                                  |  |                            |     |   |                |   |        |   |  |   |        |   |  |        |   
|Net income (loss)                 |  | $                          | 118 |   |                | $ | (1,144 | ) |  | $ | (1,262 | ) |  |        | * 
|                                  |  |                            |     |   |                |   |        |   |  |   |        |   |  |        |   



|* | Not meaningful
|- | --------------

Interest Expense, Net. Interest expense, net,
was a $0.4 million for the thirteen week period ended March 28, 2009, compared to $0.3 million in the thirteen week period ended March 29, 2008. The change was primarily due to the increased average borrowings outstanding, lower interest
income earned on investment balances for the quarter ended March 28, 2009, and a lower effective interest rate on borrowings.

Other Expense
(Income), Net. Other expense (income), net accounts for business interruption insurance proceeds and expenses. The business interruption was caused by weather related damage to our location at the CNN Center in Atlanta, GA, which caused the
restaurant to close briefly for repairs.

Income Tax Expense (Benefit). Income tax benefit was $36 thousand in the thirteen week period ended
March 28, 2009 compared to an income tax expense of $51 thousand in the thirteen week period ended March 29, 2008. Income tax expense (benefit) reflects an estimated annual effective tax rate of 3.1% compared to 30.2% in the thirteen week
period ended March 29, 2008. The lower expected annualized effective income tax rate is primarily due to the anticipated realization in 2009 of reserved FICA tax credits and net operating carryforwards.

Net Income (Loss).Net income (loss) decreased $1.3 million to a net loss of $1.1 million in the thirteen week period ended March 28, 2009 from net
income of $0.1 million in the thirteen week period ended March 29, 2008, primarily due to a decrease in comparable restaurant sales of 13.9%.

Liquidity and Capital Resources

Our primary cash needs have been for new restaurant construction, restaurant
acquisition, working capital and general corporate purposes, including payments under credit facilities. Our main sources of cash have been borrowings under our credit facility, net cash provided by operating activities, cash from tenant improvement
allowances, and issuance of common stock. The following table summarizes our sources and uses of cash and cash equivalents from our unaudited condensed consolidated statements of cash flows:



|                                                             |  |                            |         |   |               |   |        |  
|------------------------------------------------------------ |  | -------------------------- | ------- | - | ------------- | - | ------ | -
|                                                             |  | Thirteen week period ended |        
|                                                             |  | March 29,2008              |         |   | March 28,2009 |  
|                                                             |  | (in thousands)             |        
|Net cash provided by (used in) operating activities          |  | $                          | (827    | ) |               | $ | 2,613  |  
|Net cash used in investing activities                        |  |                            | (10,453 | ) |               |   | (3,290 | )
|Net cash provided by (used in) financing activities          |  |                            | 6,991   |   |               |   | (395   | )
|Effect of exchange rate changes on cash and cash equivalents |  |                            | (62     | ) |               |   | (18    | )
|                                                             |  |                            |         |   |               |   |        |  
|Net decrease in cash and cash equivalents                    |  | $                          | (4,351  | ) |               | $ | (1,090 | )
|                                                             |  |                            |         |   |               |   |        |  

The change in net cash provided by operating activities of $3.4 million in the thirteen week
period ended March 28, 2009 compared to net cash used in operating activities of $0.8 million in the thirteen week period ended March 29, 2008 was primarily due to the timing of payments made to our creditors of $1.6 million, coupled with
the change in tenant improvement allowances of $1.3 million and a change in net income (loss) between periods of $1.3 million.

Net cash
used in investing activities was $3.3 million in the thirteen week period ended March 28, 2009 compared to $10.5 million in the thirteen week period ended March 29, 2008. We use cash primarily for equipment purchases and construction costs
related to new restaurant openings, to purchase restaurants, and to upgrade and add capacity to existing restaurants. During the thirteen weeks ended March 28, 2009 and March 29, 2008, we opened two and three restaurants, respectively,
which reflects our currently planned lower growth rate.

Net cash used in financing activities was $0.4 million in the thirteen week period
ended March 28, 2009 compared to a net cash provided by financing activities of $7.0 million in the thirteen week period ended March 29, 2008. Net cash provided by or used in financing activities is primarily related to the borrowings and
payments on our revolving credit facility. We utilize our revolving credit facility to fund our construction of new restaurants, remodeling of existing restaurants, as well as fund our ongoing operations. We expect to reduce our outstanding
borrowings during the fiscal year.



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As of March 28, 2009, the outstanding balance on our revolving credit facility was $23.0 million. On
January 29, 2009, we amended our revolving credit facility. In conjunction with the amendment, the maximum availably under the facility was adjusted from $150.0 million to $90.0 million, with an additional $50.0 million available at our request
if specified conditions are met. Among other things, the amendment also affected our covenants and interest rates on borrowings under the facility. The interest rate on U.S. borrowings is based on the financial institutions base rate plus a
margin between 0.25% and 1.50% or the Eurodollar rate plus a margin of 1.25% to 2.50%, with margins determined by certain financial ratios. The terms of the facility also allow us to borrow up to $10.0 million in Canadian dollars, which reduces the
limit available for borrowings under the credit facility by an equal amount, with an interest rate based on the Canadian Eurodollar Rate plus a margin of 1.35% to 2.60%, with margins determined by certain financial ratios. As of March 28, 2009,
our effective interest rate on our borrowings was 3.0%. Under our revolving credit facility agreement, we are subject to certain financial covenants, including a maximum adjusted leverage ratio and a minimum fixed charge ratio. We were in compliance
with these covenants as of March 28, 2009.

Under our revolving credit facility agreement, loans are collateralized by the stock of
our subsidiaries and are scheduled to mature on December 28, 2012. The revolving credit facility agreement also provides for bank guarantees under standby letter of credit arrangements in the normal course of business operations. Our commercial
bank issues standby letters of credit to secure our obligations to pay or perform when required to do so, pursuant to the requirements of an underlying agreement or the provision of goods and services. The standby letters of credit are cancelable
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 letter of credit in accordance with its terms. As of March 28, 2009, the maximum exposure under these standby
letters of credit was $3.0 million. At March 28, 2009 we had $64.0 million available under our revolving credit facility, subject to the conditions of the agreement.

On July 30, 2008, our Board of Directors authorized the repurchase of up to $20.0 million of our common stock. Such repurchases may be made from time to time in open market transactions or through privately
negotiated transactions. As of March 28, 2009 we had not repurchased any shares.

We believe the net cash provided by operating
activities and funds available from our revolving credit facility will be sufficient to satisfy our working capital and capital expenditure requirements, including restaurant construction and pre-opening costs and potential initial operating losses
related to new restaurant openings, for at least the next twelve months.

Critical Accounting Policies and Use of Estimates

Our significant accounting policies are those that we believe are both important to the portrayal of our financial condition and results and require our
most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe our critical accounting policies and estimates used in the preparation of our
condensed consolidated financial statements are the following:

Impairment of Long-Lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property and
equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Our assessment of recoverability of property
and equipment is performed on a restaurant-by-restaurant basis. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of such asset to its estimated undiscounted future cash flows expected to be generated by
the asset. If the carrying amount of such asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Insurance Liability

We maintain various
insurance policies including workers compensation, employee health, and general liability. Pursuant to those policies, we are responsible for losses up to certain limits and are required to estimate a liability that represents our ultimate
exposure for aggregate losses below those limits. This liability is based on managements estimates of the ultimate costs to be incurred to settle known claims and claims not reported as of the balance sheet date. Our estimated liability is not
discounted and is based on a number of assumptions and factors, including historical trends, actuarial assumptions, and economic conditions. If actual trends differ from our estimates, our financial results could be impacted. In addition, we may
exceed our insurance coverage for specified matters. Our primary insurer has informed us it believes we have exhausted our insurance coverage with respect to employment claims arising in our 2004 coverage year, which it believes includes litigation
in California and possibly similar future claims. Furthermore, the insurer has also taken the position that several claims arising in the 2005 through 2008 coverage years are related to certain 2004 claims, and therefore not eligible for coverage.
We disagree with this interpretation of our coverage, but we have taken this interpretation into account in connection with our accounting for claims under the policy. See PART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS.

Income Taxes

We account for income taxes
under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax
assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider
all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would not be
able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance which would reduce the provision for income taxes.

Operating Leases

We generally operate our
restaurants in leased premises. We record the minimum base rents for our operating leases on a straight-line basis over the life of the lease term, including option periods which are reasonably assured of renewal due to the presence of certain
economic penalties. For purposes of calculating straight-line rents, the lease term commences on the date the lessee obtains control of the property, which is normally when the property is ready for normal tenant improvements (build-out-period). For
certain leases we only have the right to exercise our option for renewal if certain sales targets are achieved at or near the renewal date. These renewal option periods have been included in the lease term when we determine at lease inception or at
the acquisition date of the restaurant, if later, that the sales targets are non-substantive and achievement of such sales targets is virtually certain. The difference between rent expense calculated on a straight-line basis and rent paid is
recorded as deferred rent liability.

We receive certain tenant improvement allowances which are considered lease incentives and are
amortized over the life of the lease term, as a reduction of rent expense over the lease term. Accordingly, we have recorded a deferred rent liability including tenant improvement allowances for the straight lining of rents and lease incentives,
which is included in deferred rent and other long-term liabilities. Certain other landlord tenant improvement allowances received, depending on the specifics of the leased



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space, the lease agreement and in accordance with Emerging Issues Task Force (EITF) 97-10, The Effect of Lessee Involvement in Asset
Construction, for the amounts paid for structural components during the construction period are recorded as construction in progress and the landlord tenant improvement allowances received are recorded as a landlord financing liability. Upon
completion of construction for those leases that meet the criteria of EITF 97-10, and for those leases that do not qualify for sale leaseback treatment in accordance with SFAS No. 98, the landlord financing liability is amortized under the
effective interest rate method over the lease term based on the rent payments designated in the lease agreement.

Share-Based Compensation

We account for share-based compensation in accordance with the fair value recognition provisions of SFAS No. 123, Share Based
Payment (revised 2004) (SFAS 123R). We adopted SFAS 123R using the modified prospective transition method as of January 1, 2006, the first day of our fiscal year 2006. Under SFAS 123R, we determine the fair value of
share-based payment awards on the date of grant using the Black-Scholes option-pricing model. The model is affected by our stock price as well as our assumptions regarding a number of complex and subjective variables, including but not limited to
our expected stock price volatility over the term of the awards, life of the option, expected term of the option, the estimated forfeiture rate, the risk-free interest rate and the expected dividend yield.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

We are exposed to various market risks, including changes in interest rates and foreign currency exchange rates. Our foreign exchange rate risk relates to our operations in Canada.

Our market risk exposure for changes in interest rates relates to our cash and cash equivalents and revolving credit facility. We invest any excess cash
in highly liquid short-term investments with maturities of less than one year. These investments are not held for trading or other speculative purposes. Changes in interest rates affect the investment income we earn on our investments and,
therefore, impact our cash flows and results of operations.

We are exposed to market risk from changes in interest rates on borrowings,
which under the terms of our revolving credit facility at March 28, 2009, bear interest at the financial institutions prime rate plus a margin of 0.25% and 1.50% or the Eurodollar rate plus a margin of 1.25% to 2.50%, with margins
determined by certain financial ratios. At our option, we may convert loans under our revolving credit facility from one type of rate to the other. The terms of the facility also allow us to borrow up to $10.0 million in Canadian dollars, with an
interest rate based on the Canadian Eurodollar Rate plus a margin of 1.35% to 2.60%, with margins determined by certain financial ratios. As of March 28, 2009, there was an outstanding balance of $23.0 million under our revolving credit
facility. A hypothetical 30 basis point change in our effective borrowing rate would not have a material effect on our results of operations.

A portion of our revenue is generated in Canada. As a result, we conduct some transactions in Canadian currency, which increases our exposure to fluctuations in foreign currency exchange rates relative to the U.S. dollar. For the thirteen
week period ended March 28, 2009 we have incurred a $0.1 million currency translation adjustment, which is reflected in other comprehensive income (loss) on the balance sheet. A hypothetical 10% decline in the foreign exchange rate between the
Canadian dollar and the U.S. dollar would have a material effect on our financial results.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Disclosure Controls and
Procedures.Our management has evaluated, under the supervision and with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of the end of the period
covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the Exchange Act). Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of
the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely
manner, and (2) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting.There have been no changes in our internal control over financial reporting that
occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

Occasionally, we are a defendant
in litigation arising in the ordinary course of our business, including claims resulting from slip and fall accidents, employment related claims and claims from guests or employees alleging illness, injury or other food quality, health
or operational concerns. These may include claims brought against us by private party plaintiffs and various government agencies, including federal, state and local taxing agencies, various state and local health departments, and the Equal
Employment Opportunity Commission and other employment related agencies, among others. In certain instances we may settle claims if management concludes that future costs to defend the suits outweigh the costs to settle the claims. The Company is
currently a defendant in several disputes that may be litigated in court.

In 2006, we were named in a class action complaint regarding
employment practices filed in the U.S. District Court for the Northern District of California. We contested the claims and have negotiated with the plaintiffs to reach a settlement. The settlement was approved by the court, and the settlement amount
was paid, in April 2008.

Our primary insurer has informed us it believes we have exhausted our insurance coverage with respect to
employment claims arising in our 2004 coverage year, which it believes includes the litigation in California and possibly similar future claims. Furthermore, the insurer has also taken the position that several claims arising in the 2005 through
2008 coverage years are related to certain 2004 claims, and therefore not eligible for coverage. We disagree with this interpretation of the coverage, but have taken this interpretation into account in connection with the accounting for employment
claims. In fiscal year 2008, we initiated litigation to contest the insurers conclusion.



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|ITEM 1A. | RISK FACTORS
|-------- | ------------

Disruptions in the economy and the financial
markets may adversely impact our business and results of operations, and could increase our cost of borrowing.

The restaurant
industry is being affected by economic factors, including changes in national, regional, and local economic conditions, employment levels and consumer spending patterns. The recent increased concerns about the economy and financial markets have
reduced consumer confidence and decreased restaurant traffic, particularly at upscale restaurants, which is harmful to our business and results of operations. If these conditions continue or worsen, deteriorating financial performance could affect
the financial ratios and covenants under our credit agreement, which, in turn, could affect our ability to borrow, increase our cost of borrowing or result in accelerated payment of outstanding loans.

In addition, adverse general economic conditions may affect:



| |  |  | Our vendors and suppliers, some of which are local or regional and may be less able to survive in a difficult economic environment than national suppliers;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our customers, who may have less disposable income or who may decrease discretionary spending; and
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | Real estate developers, who may be unable to meet commitments to fill space in developments where our restaurants are located.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------

If our vendors, customers or other service providers are adversely affected, our business and results of operations may also be adversely affected.

Restaurant companies have been the target of class-actions and other lawsuits alleging, among other things, violation of federal and state law.

We are subject to a variety of claims arising in the ordinary course of our business brought by or on behalf of our customers or
employees, including personal injury claims, contract claims, and employment-related claims. In recent years, a number of restaurant companies have been subject to lawsuits, including class-action lawsuits, alleging violations of federal and state
law regarding workplace, employment and similar matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. Similar lawsuits have been instituted against us from time to time. Regardless of whether any
claims against us are valid or whether we are ultimately determined to be liable, claims may be expensive to defend and may divert time and money away from our operations and hurt our performance. A judgment significantly in excess of our insurance
coverage for any claims could materially adversely affect our financial condition or results of operations, and adverse publicity resulting from these allegations may materially adversely affect our business. We may incur substantial damages and
expenses resulting from lawsuits, which could have a material adverse effect on our business.

Failure of our existing or new restaurants to achieve
predicted results could have a negative impact on our revenues and performance results.

The results achieved by our restaurants may
not be indicative of longer term performance or the potential market acceptance of restaurants in other locations. New restaurants we open may not have operating results similar to those of previously opened restaurants. The failure of restaurants
to perform as predicted could result in an impairment charge, which could negatively impact our results of operations.

Our ability to expand our
restaurant base is influenced by factors beyond our control and therefore we may not be able to achieve our planned growth.

Our
growth strategy depends in large part on our ability to open new restaurants and to operate these restaurants profitably. Delays or failures in opening new restaurants could impair our ability to meet our growth objectives. We have in the past
experienced delays in restaurant openings and may experience similar delays in the future. Our ability to expand our business successfully will depend upon numerous factors, including:



| |  |  | hiring, training and retaining skilled management, chefs and other qualified personnel to open, manage and operate new restaurants;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | locating and securing a sufficient number of suitable new restaurant sites in new and existing markets on acceptable lease terms;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | managing the amount of time and construction and development costs associated with the opening of new restaurants;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | obtaining adequate financing for the construction of new restaurants;
| | - |  | ---------------------------------------------------------------------



| |  |  | securing governmental approvals and permits required to open new restaurants in a timely manner, if at all;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | successfully promoting our new restaurants and competing in the markets in which our new restaurants are located; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | general economic conditions.
| | - |  | ----------------------------

Some
of these factors are beyond our control. We may not be able to achieve our expansion goals and our new restaurants may not be able to achieve operating results similar to those of our existing restaurants. Due to the economic outlook, we have opened
only two restaurants in 2009, and are not planning to open any additional restaurants in fiscal 2009, which is fewer than in the last several years. Based on capital availability and economic conditions improving, we may open an additional
restaurant in 2009.

Our operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due
to seasonality and other factors, resulting in a decline in our stock price.

Our operating results may fluctuate significantly
because of several factors, including:



| |  |  | our ability to achieve and manage our planned expansion;
| | - |  | --------------------------------------------------------



| |  |  | our ability to achieve market acceptance, particularly in new markets;
| | - |  | ----------------------------------------------------------------------



| |  |  | our ability to raise capital;
| | - |  | -----------------------------



| |  |  | changes in the availability and costs of food;
| | - |  | ----------------------------------------------



| |  |  | the loss of key management personnel;
| | - |  | -------------------------------------



| |  |  | the concentration of our restaurants in specific geographic areas;
| | - |  | ------------------------------------------------------------------



| |  |  | our ability to protect our name and logo and other proprietary information;
| | - |  | ---------------------------------------------------------------------------



| |  |  | changes in consumer preferences or discretionary spending;
| | - |  | ----------------------------------------------------------



| |  |  | fluctuations in the number of visitors or business travelers to downtown locations;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | health concerns about seafood or other foods;
| | - |  | ---------------------------------------------



| |  |  | our ability to attract, motivate and retain qualified employees;
| | - |  | ----------------------------------------------------------------



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| |  |  | increases in labor costs;
| | - |  | -------------------------



| |  |  | the impact of federal, state or local government regulations relating to our employees or the sale or preparation of food and the sale of alcoholic beverages;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of litigation;
| | - |  | -------------------------



| |  |  | the effect of competition in the restaurant industry; and
| | - |  | ---------------------------------------------------------



| |  |  | economic trends generally.
| | - |  | --------------------------

Our
business also is subject to seasonal fluctuations. Historically, sales in most of our restaurants have been higher during the second and fourth quarter of each year. As a result, our quarterly and annual operating results and restaurant sales may
fluctuate significantly as a result of seasonality and the factors discussed above. Accordingly, results for any one fiscal quarter are not necessarily indicative of results to be expected for any other quarter or for any year and comparable
restaurant sales for any particular future period may decrease. Our operating results may also fall below the expectations of securities analysts and investors. In that event, the price of our common stock would likely decrease.

Our operations are susceptible to changes in food availability and costs, which could adversely affect our operating results.

Our profitability depends significantly on our ability to anticipate and react to changes in seafood costs. We rely on local, regional and national
suppliers to provide our seafood. Increases in distribution costs or sale prices or failure to perform by these suppliers could cause our food costs to increase. We could also experience significant short-term disruptions in our supply if a
significant supplier failed to meet its obligations. The supply of seafood is more volatile than other types of food. The type, variety, quality and price of seafood is subject to factors beyond our control, including weather, governmental
regulation, availability and seasonality, each of which may affect our food costs or cause a disruption in our supply. Changes in the price or availability of certain types of seafood could affect our ability to offer a broad menu and price offering
to customers and could materially adversely affect our profitability.

Unexpected expenses and low market acceptance could adversely affect the
profitability of restaurants that we open in new markets.

Our growth strategy includes opening restaurants in markets where we have
little or no operating experience and in which potential customers may not be familiar with our restaurants. The success of these new restaurants may be affected by different competitive conditions, consumer tastes and discretionary spending
patterns, and our ability to generate market awareness and acceptance of the McCormick & Schmicks brand and our other brands. As a result, we may incur costs related to the opening, operation and promotion of these new restaurants
that are greater than those incurred in other areas. Even though we may incur substantial additional costs with these new restaurants, they may attract fewer customers than our more established restaurants in existing markets. Sales at restaurants
we open in new markets may take longer to reach our average annual sales, if at all. As a result, the results of operations at our new restaurants may be inferior to those of our existing restaurants. We may not be able to profitably open
restaurants in new markets.

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

We opened twelve company-owned restaurants and acquired five The
Boathouse restaurants in 2007, and in 2008 we opened eleven company-owned restaurants. We opened two company-owned restaurants in 2009, and we do not anticipate opening additional restaurants in 2009. Our expansion and our future growth may strain
our restaurant management systems and resources, financial controls and information systems. Those demands on our infrastructure and resources may also adversely affect our ability to manage our existing restaurants. If we fail to continue to
improve our infrastructure or to manage other factors necessary for us to meet our expansion objectives, our operating results could be materially and adversely affected.

Any acquisition of new restaurants could strain our financial resources or result in dilution to our existing stockholders.

Future acquisitions of existing restaurants, which may be accomplished with cash or through the issuance of our equity securities, or a combination of both, could result in dilutive issuances of our equity securities
and/or the incurrence of debt and contingent liabilities, either of which could harm our business, financial condition or results of operations.

A
decline in visitors or business travelers to downtown areas where our restaurants are located could negatively affect our restaurant sales.

Many of our restaurants are located in downtown areas. We depend on both local residents and business travelers to frequent these locations. If the number of visitors to downtown areas declines due to economic or other conditions, changes
in consumer preferences, changes in discretionary consumer spending or for other reasons, our revenues could decline significantly and our results of operations could be adversely affected.

If we lose the services of any of our key management personnel our business could suffer.

We depend on the services of our key senior management personnel. If we lose the services of any members of our senior management or key personnel for any
reason, we may be unable to replace them with qualified personnel, which could have a material adverse effect on our business and growth. We do not carry key person life insurance on any of our executive officers.

Many of our restaurants are concentrated in local or regional areas and, as a result, we are sensitive to economic and other trends and developments in these
areas.

As of March 28, 2009, we operated five restaurants in the Seattle, Washington area, seven in the Portland, Oregon area,
fourteen in California, and six in the greater Vancouver, British Columbia area; our East Coast restaurants are concentrated in and around Washington, D.C. As a result, adverse economic conditions, weather and labor markets in any of these areas
could have a material adverse effect on our overall results of operations.

In addition, given our geographic concentrations, negative
publicity regarding any of our restaurants in these areas could have a material adverse effect on our business and operations, as could other regional occurrences such as local strikes, oil spills, terrorist attacks, energy shortages or increases in
energy prices, droughts or earthquakes or other natural disasters.

Our success depends on our ability to protect our proprietary information.
Failure to protect our trademarks, service marks or trade secrets could adversely affect our business.

Our business prospects
depend in part on our ability to develop favorable consumer recognition of the McCormick & Schmicks name. Although McCormick & Schmicks, M&S Grill, The Boathouse Restaurants, and other of our service marks are
registered trademarks, our trademarks could be imitated in ways that we cannot prevent. In addition, we rely on trade secrets, proprietary know-how, concepts and recipes. Our methods of protecting this information may not be adequate, however, and
others could independently develop similar know-how or obtain access to our trade secrets, know-how, concepts and recipes.



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Moreover, we may face claims of misappropriation or infringement of third parties rights that could
interfere with our use of our proprietary know-how, concepts, recipes or trade secrets. Defending these claims may be costly and, if unsuccessful, may prevent us from continuing to use this proprietary information in the future, and may result in a
judgment or monetary damages.

We do not maintain confidentiality and non-competition agreements with all of our executives, key personnel
or suppliers. If competitors independently develop or otherwise obtain access to our know-how, concepts, recipes or trade secrets, the appeal of our restaurants could be reduced and our business could be harmed.

Our insurance policies may not provide adequate levels of coverage against all claims.

We believe we maintain insurance coverage that is customary for businesses of our size and type. However, there are types of losses we may incur that
cannot be insured against or that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results of operations. Our primary insurer has informed us it believes
we have exhausted our insurance coverage with respect to employment claims arising in our 2004 coverage year and that several claims arising in 2005 through 2008 coverage years are related to the 2004 coverage year. We disagree with this
interpretation of our coverage, but we have taken this interpretation into account in connection with the charge we have taken related to our settlement of class action claims in California. See Item 3, Legal Proceedings. We may not
succeed in our planned contest of our insurers conclusion. If we are unsuccessful, and if our insurer determines that other existing employment claims arose in 2004 and are therefore not covered, our resolution of those claims would be more
expensive.

Expanding our restaurant base by opening new restaurants in existing markets could reduce the business of our existing restaurants.

Our growth strategy includes opening restaurants in markets in which we already have existing restaurants. We may be unable to
attract enough customers to the new restaurants for them to operate at a profit. Even if we are able to attract enough customers to the new restaurants to operate them at a profit, those customers may be former customers of one of our existing
restaurants in that market and the opening of new restaurants in the existing market could reduce the revenue of our existing restaurants in that market.

We may not be able to successfully integrate into our business the operations of restaurants that we acquire, which may adversely affect our business, financial condition and results of operations.

We may seek to selectively acquire existing restaurants and integrate them into our business operations. Achieving the expected benefits of any
restaurants that we acquire will depend in large part on our ability to successfully integrate the operations of the acquired restaurants and personnel in a timely and efficient manner. The risks involved in such restaurant acquisitions and
integration include:



| |  |  | challenges and costs associated with the acquisition and integration of restaurant operations located in markets where we have limited or no experience;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | possible disruption to our business as a result of the diversion of managements attention from its normal operational responsibilities and duties; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | consolidation of the corporate, information technology, accounting and administrative infrastructure and resources of the acquired restaurants into our business.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

We may be unable to successfully integrate the operations, or realize the anticipated benefits, of any restaurants that
we acquire. If we cannot overcome the challenges and risks that we face in integrating the operations of newly acquired restaurants, our business, financial condition and results of operations could be adversely affected.

Negative publicity concerning food quality, health and other issues and costs or liabilities resulting from litigation may have a material adverse effect on our
results of operations.

We are sometimes the subject of complaints or litigation from customers alleging illness, injury or other
food quality, health or operational concerns. Litigation or adverse publicity resulting from these allegations may materially and adversely affect us or our restaurants, regardless of whether the allegations are valid or whether we are liable.
Further, these claims may divert our financial and management resources from revenue-generating activities and business operations.

Health concerns
relating to the consumption of seafood or other foods could affect consumer preferences and could negatively impact our results of operations.

We may lose customers based on health concerns about the consumption of seafood or negative publicity concerning food quality, illness and injury generally, such as negative publicity concerning the accumulation of
mercury or other carcinogens in seafood, e-coli, mad cow or foot-and-mouth disease, publication of government or industry findings about food products served by us or other health concerns or operating issues stemming from
one of our restaurants. In addition, our operational controls and training may not be fully effective in preventing all food-borne illnesses. Some food-borne illness incidents could be caused by food suppliers and transporters and would be outside
of our control. Any negative publicity, health concerns or specific outbreaks of food-borne illnesses attributed to one or more of our restaurants, or the perception of an outbreak, could result in a decrease in guest traffic to our restaurants and
could have a material adverse effect on our business.

Changes in consumer preferences or discretionary consumer spending could negatively impact our
results of operations.

The restaurant industry is characterized by the introduction of new concepts and is subject to rapidly
changing consumer preferences, tastes and purchasing habits. Our continued success depends in part upon the popularity of seafood and the style of dining we offer. Shifts in consumer preferences away from this cuisine or dining style could
materially and adversely affect our operating results. Our success will depend in part on our ability to anticipate and respond to changing consumer preferences, tastes and purchasing habits, and to other factors affecting the restaurant industry,
including new market entrants and demographic changes. If we change our concept and menu to respond to changes in consumer tastes or dining patterns, we may lose customers who do not like the new concept or menu, and may not be able to attract a
sufficient new customer base to produce the revenue needed to make the restaurant profitable. Our success also depends to a significant extent on numerous factors affecting discretionary consumer spending, including economic conditions, disposable
consumer income and consumer confidence. Adverse changes in these factors could reduce guest traffic or impose practical limits on pricing, either of which could harm our results of operations.



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Labor shortages or increases in labor costs could slow our growth or harm our business.

Our success depends in part upon our ability to attract, motivate and retain a sufficient number of qualified employees, including regional operational
managers and regional chefs, restaurant general managers and executive chefs, necessary to continue our operations and keep pace with our growth. Qualified individuals are in short supply and competition for these employees is intense. If we are
unable to recruit and retain sufficient qualified individuals, our business and our growth could be adversely affected. Additionally, competition for qualified employees could require us to pay higher wages, which could result in higher labor costs.
If our labor costs increase, our results of operations will be negatively affected.

We may incur costs or liabilities and lose revenue, and our
growth strategy may be adversely impacted, as a result of government regulation.

Our restaurants are subject to various federal,
state and local government regulations, including those relating to employees, the preparation and sale of food and the sale of alcoholic beverages. These regulations affect our restaurant operations and our ability to open new restaurants.

Each of our restaurants must obtain licenses from regulatory authorities to sell liquor, beer and wine, and each restaurant must obtain a
food service license from local health authorities. Each liquor license must be renewed annually and may be revoked at any time for cause, including violation by us or our employees of any laws and regulations relating to the minimum drinking age,
advertising, wholesale purchasing and inventory control. In certain jurisdictions where we operate the number of alcoholic beverage licenses available is limited and licenses are traded at market prices.

The failure to maintain our food and liquor licenses and other required licenses, permits and approvals could adversely affect our operating results.
Difficulties or failure in obtaining the required licenses and approvals could delay or result in our decision to cancel the opening of new restaurants.

We are subject to dram shop statutes in some states. These statutes generally allow a person injured by an intoxicated person to recover damages from an establishment that wrongfully served alcoholic
beverages to the intoxicated person. A judgment substantially in excess of our insurance coverage could harm our operating results and financial condition.

Various federal and state labor laws govern our relationship with our employees and affect operating costs. These laws include minimum wage requirements, overtime pay, unemployment tax rates, workers
compensation rates, and citizenship requirements. Additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, increased tax reporting and tax payment requirements for employees who
receive gratuities, or a reduction in the number of states that allow tips to be credited toward minimum wage requirements could harm our operating results and financial condition.

The Federal Americans with Disabilities Act prohibits discrimination on the basis of disability in public accommodations and employment. Although our
restaurants are designed to be accessible to the disabled, we could be required to make modifications to our restaurants to provide service to, or make reasonable accommodations for, disabled persons.

Our operations and profitability are susceptible to the effects of violence, war and economic trends.

Terrorist attacks and other acts of violence or war and U.S. military reactions to such attacks may negatively affect our operations and an investment in
our shares of common stock. The terrorist attacks in New York and Washington, D.C. on September 11, 2001 led to a temporary interruption in deliveries from some of our suppliers and, we believe, contributed to the decline in average annual
comparable restaurant sales in 2001 and 2002.

Future acts of violence or war could cause a decrease in travel and in consumer confidence,
decrease consumer spending, result in increased volatility in the United States and worldwide financial markets and economy, or result in an economic recession in the United States or abroad. They could also impact consumer leisure habits, for
example, by increasing time spent watching television news programs at home, and may reduce the number of times consumers dine out, which could adversely impact our revenue. Any of these occurrences could harm our business, financial condition or
results of operations, and may result in the volatility of the market price for our securities and on the future price of our securities.

Terrorist attacks could also directly impact our physical facilities or those of our suppliers, and attacks or armed conflicts may make travel and the transportation of our supplies and products more difficult and more expensive and
ultimately affect our revenues.

We may not be able to compete successfully with other restaurants, which could adversely affect our results of
operations.

The restaurant industry is intensely competitive with respect to price, service, location, food quality, ambiance and
the overall dining experience. Our competitors include a large and diverse group of restaurant chains and individual restaurants that range from independent local operators to well capitalized national restaurant companies. Some of our competitors
have been in existence for a substantially longer period than we have and may be better established in the markets where our restaurants are or may be located. Some of our competitors may have substantially greater financial, marketing and other
resources than we do. If our restaurants are unable to compete successfully with other restaurants in new and existing markets, our results of operations will be adversely affected. We also compete with other restaurants for experienced management
personnel and hourly employees, and with other restaurants and retail establishments for quality restaurant sites.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------

None.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None.



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|ITEM 6. | EXHIBITS
|------- | --------

Items identified with an asterisk (*) are
management contracts or compensatory plan arrangements.



|     |  |                                                                                                                                                                                                                
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Certificate of Incorporation of McCormick & Schmicks Seafood Restaurants, Inc., as amended. Incorporated by reference to Exhibit 3.1 to the Companys Registration
Statement on Form S-1, File No. 333-114977.
|     | 
|3.2  |  | Amended and Restated Bylaws of McCormick & Schmicks Seafood Restaurants, Inc., as amended (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K filed
April 17, 2009)                   
|     | 
|10.1 |  | Amendment No. 2 to Amended and Restated Credit Agreement dated January 29, 2009 (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed January 30,
2009)                           
|     | 
|31.1 |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                          
|     | 
|31.2 |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                          
|     | 
|32.1 |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                         
|     | 
|32.2 |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                         



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



|                                                |  |                                             
|----------------------------------------------- |  | --------------------------------------------
|McCORMICK & SCHMICKS SEAFOOD RESTAURANTS, INC.
|                                                | 
|By:                                             |  | /s/ WILLIAM T. FREEMAN                      
|                                                |  | William T. Freeman                          
|                                                |  | Chief Executive Officer                     
|                                                |  | (principal executive officer)               
|                                                | 
|By:                                             |  | /s/ EMANUEL N. HILARIO                      
|                                                |  | Emanuel N. Hilario                          
|                                                |  | Chief Financial Officer                     
|                                                |  | (principal financial and accounting officer)

Date: May 6, 2009



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