UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x Quarterly Report ~~Filed~~ Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

For the Quarterly Period Ended ~~June~~September 2827, 2006

Commission File Number 333-62775

BERTUCCI’S CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		06-1311266
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

155 Otis Street, Northborough, Massachusetts		01532-2414
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (508) 351-2500

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 the filing requirements for the past 90 days.

Yes o No x

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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes x No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

3,~~015~~008,~~982~~ 317 shares of the registrant’s Common Stock were outstanding on ~~August~~November 1110, 2006.

BERTUCCI’S CORPORATION
FORM 10-Q
TABLE OF CONTENTS

PART I:	~~FINANCIAL INFORMATION~~	FINANCIAL INFORMATION
Item 1.	~~Financial Statements:~~	Financial Statements:
1)	~~Condensed Consolidated Balance Sheets as of June 28, 2006 (Unaudited) and December 28, 2005 (Unaudited)~~	Condensed Consolidated Balance Sheets as of September 27, 2006 (Unaudited) and December 28, 2005 (Unaudited)
2)	~~Condensed Consolidated Statements of Operations for the 13 and 26 Weeks Ended June 28, 2006 (Unaudited) and June 29, 2005 (Unaudited)~~	Condensed Consolidated Statements of Operations for the 13 and 39 Weeks Ended September 27, 2006 (Unaudited) and September 28, 2005 (Unaudited)
3)	~~Condensed Consolidated Statements of Cash Flow for the 26 Weeks Ended June 28, 2006 (Unaudited) and June 29, 2005 (Unaudited)~~	Condensed Consolidated Statements of Cash Flow for the 39 Weeks Ended September 27, 2006 (Unaudited) and September 28, 2005 (Unaudited)
4)	~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~	Notes to Condensed Consolidated Financial Statements (Unaudited)
Item 2.	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	~~Quantitative and Qualitative Disclosure About Market Risk~~	Quantitative and Qualitative Disclosure About Market Risk
Item 4.	~~Controls and Procedures~~	Controls and Procedures
PART II:	~~OTHER INFORMATION~~	OTHER INFORMATION
Item 1.	~~Legal Proceedings~~	Legal Proceedings
Item 1A.	~~Risk Factors~~	Risk Factors
Item 2.	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	~~Defaults Upon Senior Securities~~	Defaults Upon Senior Securities
Item 4.	~~Submission of Matters to a Vote of Security Holders~~	Submission of Matters to a Vote of Security Holders
Item 5.	~~Other Information~~	Other Information
Item 6.	~~Exhibits~~	Exhibits
SIGNATURES
EXHIBITS

PART I: FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

BERTUCCI’S CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

	June 28, 2006			December 28, 2005
	September 27, 2006			December 28, 2005
ASSETS
Current Assets:
Cash and cash equivalents	$	2318,~~090~~720		$	21,382
Restricted cash	2,~~186~~176			2,187
Accounts receivable	~~900~~873			771
Inventories	1,~~493~~768			1,534
Prepaid expenses and other current assets	~~578~~742			897
Total current assets	2824,~~247~~279			26,771
Property and Equipment, at cost:
Land	259			259
Buildings	697			697
Capital leases - land and buildings	5,764			5,764
Leasehold improvements	6976,~~077~~283			68,433
Furniture and equipment	4951,~~230~~263			46,787
	125,027			121,940
	134,266			121,940
Less - accumulated depreciation and amortization	(7375,~~245~~926		)	(67,509		)
Net property and equipment	51,782			54,431
	58,340			54,431
Construction work in process	241			—
Net property and equipment	58,581			54,431
Goodwill	26,127			26,127
Deferred finance costs, net	1,~~817~~643			2,165
Liquor licenses, net	2,~~330~~315			2,358
Other assets	~~809~~904			693
TOTAL ASSETS	$	~~111~~113,~~112~~849		$	112,545
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Promissory notes - current portion	$	43		$	42
Capital lease obligations - current portion	117			107
Accounts payable	8,~~434~~694			8,603
Accrued expenses	16,~~881~~178			19,129
Total current liabilities	25,~~475~~032			27,881
Promissory notes, net of current portion	~~717~~4,495			738
Capital lease obligations, net of current portion	5,~~933~~906			5,982
Senior Notes	85,310			85,310
Deferred gain on sale leaseback transaction	1,~~837~~810			1,892
Other long-term liabilities	7,~~715~~692			8,045
Total liabilities	~~126~~130,~~987~~245			129,848
Commitments and Contingencies
Stockholders’ Deficit:
Common stock, $.01 par value
Authorized - 8,000,000 shares
Issued - 3,767,995 and 3,764,995 shares , respectively;
Outstanding - 3,015,982 and 3,012,982 shares, respectively	38			38
Outstanding - 3,013,732 and 3,012,982 shares, respectively	38			38
Less treasury shares - 752,013 at cost	(8,480		)	(8,480		)
Less treasury shares - 754,263 and 752,013, respectively, at cost	(8,503		)	(8,480		)
Additional paid-in capital	29,~~739~~760			29,617
Accumulated deficit	(37,~~172~~691		)	(38,478		)
Total stockholders’ deficit	(1516,~~875~~396		)	(17,303		)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	~~111~~113,~~112~~849		$	112,545

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

BERTUCCI’S CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)

	Thirteen weeks ended						~~Twenty~~Thirty-~~six~~nine weeks ended
	June 28, 2006			June 29, 2005			June 28, 2006			June 29, 2005
	September 27, 2006			September 28, 2005			September 27, 2006			September 28, 2005
Net sales	$	5551,~~031~~969		$	5249,~~580~~654		$	~~107~~159,~~715~~684		$	~~102~~152,~~532~~185
Cost of sales and expenses:
Cost of sales	1211,~~490~~762			1211,~~322~~316			2436,~~432~~195			2435,~~182~~498
Operating expenses	3231,~~896~~856			3130,~~391~~051			6496,~~201~~057			6191,~~845~~895
General and administrative expenses	3,~~748~~705			3,~~283~~740			711,~~301~~006			610,~~782~~521
Asset impairment charge	—			~~907~~—			—			907
Depreciation, amortization, deferred rent and pre-opening expenses	2,~~766~~696			32,~~029~~601			58,~~487~~182			68,~~172~~773
Total cost of sales and expenses	5150,~~900~~019			5047,~~932~~708			~~101~~151,~~421~~440			99147,~~888~~594
Income from operations	31,~~131~~950			1,~~648~~946			68,~~294~~244			24,~~644~~591
Interest expense, net	(2,488		)	(2,621		)	(4,988		)	(5,271		)
Other income (expense):
Income (loss) before income taxes	643			(973		)	1,306			(2,627		)
Interest expense, net	(2,438		)	(2,613		)	(7,426		)	(7,884		)
Income taxes	—			—			—			—
Income (loss) before income taxes	(488		)	(667		)	818			(3,293		)
Net income (loss)	$	643		$	(973	)	$	1,306		$	(2,627	)
Provision for income taxes	(31		)	—			(31		)	—
Basic net income (loss) per share	$	0.21		$	(0.33	)	$	0.43		$	(0.89	)
Net income (loss)	$	(519	)	$	(667	)	$	787		$	(3,293	)
Diluted net income (loss) per share	$	0.21		$	(0.33	)	$	0.43		$	(0.89	)
Basic net income (loss) per share	$	(0.17	)	$	(0.23	)	$	0.26		$	(1.12	)
Diluted net income (loss) per share	$	(0.17	)	$	(0.23	)	$	0.26		$	(1.12	)
Weighted average shares outstanding:
Basic	3,~~015~~014,~~817~~968			2,~~947~~944,~~691~~377			3,014,~~400~~589			2,~~936~~942,~~626~~372
Diluted	3,~~057~~014,~~108~~968			2,~~947~~944,~~691~~377			3,~~055~~072,~~920~~677			2,~~936~~942,~~626~~372

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

BERTUCCI’S CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(In thousands)

(Unaudited)

	Twenty-six weeks Ended
	Thirty-nine weeks Ended
	June 28, 2006			June 29, 2005
	September 27, 2006			September 28, 2005
Cash flows from operating activities
Net income (loss)	$	~~1,306~~787		$	(23,~~627~~293	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and deferred rent	58,~~835~~720			69,~~335~~109
Asset impairment charge	—			907
Stock compensation expense	83104			~~146~~172
Changes in operating assets and liabilities
Inventories	4156			(7750		)
Prepaid expenses, receivables and other	~~188~~478			~~546~~847
Other accrued expenses	(24,~~372~~644		)	(~~728~~2,598		)
Accounts payable	(~~169~~609		)	(~~475~~932		)
Other operating assets and liabilities	(116		)	(59		)
Tenant allowance received	—			208
Total adjustments	3,490			6,595
Other operating assets and liabilities	(136		)	(127		)
Net cash provided by operating activities	4,796			3,968
Total adjustments	3,969			7,536
Net cash provided by operating activities	4,756			4,243
Cash flows from investing activities
Additions to property and equipment	(3,069		)	(1,892		)
Acquisition of business	(3,000		)	—
Decrease in restricted cash	1			214
Additions to property and equipment	(4,337		)	(3,280		)
Net cash used in investing activities	(3,068		)	(1,678		)
Decrease in restricted cash	11			223
Net cash used in investing activities	(7,326		)	(3,057		)
Cash flows from financing activities
Sale of common stock	39			—400
Payment on promissory note	(20		)	(19		)
Purchase of treasury shares	(23		)	—
Principal payments under capital lease obligations	(39		)	(42		)
Payment on promissory note	(42		)	(41		)
Net cash used in financing activities	(20		)	(61		)
Principal payments under capital lease obligations	(66		)	(65		)
Net increase in cash and cash equivalents	1,708			2,229
Net cash (used in) provided by in financing activities	(92		)	294
Net (decrease) increase in cash and cash equivalents	(2,662		)	1,480
Cash and cash equivalents, beginning of year	21,382			12,291
Cash and cash equivalents, end of period	$	2318,~~090~~720		$	1413,~~520~~771
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	59,~~043~~855		$	59,~~052~~880
Cash paid for income taxes	$	~~177~~266		$	8450
Promissory note issued in conjuction with acquisition of business	$	3,800		$	—

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

BERTUCCI’S CORPORATION Notes To Condensed Consolidated Financial Statements ~~June~~September 2827, 2006 (Unaudited)

1. Basis of Presentation

The unaudited condensed consolidated financial statements (the “Unaudited Financial Statements”) presented herein have been prepared by Bertucci’s Corporation and include all of its subsidiaries (collectively, the “Company”) after elimination of inter-company accounts and transactions, without audit, and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the interim periods presented. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission for reporting on Form 10-Q. Accordingly, certain information and footnote disclosures required for complete financial statements are not included herein. It is suggested that the Unaudited Financial Statements be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2005, which was filed with the Securities and Exchange Commission (the “SEC”) on on March 28, 2006 (the “2005 Annual Report”). The operating results for ~~the~~ the thirteen and ~~twenty~~thirty-~~six~~nine weeks ended ~~June~~September 2827, 2006 may not be indicative of the results expected for any succeeding interim period or for the entire year ending January 3, 2007.

The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

2. ~~Restaurant~~ Restaurant Closing Reserves

Restaurant closing reserves were established as part of the acquisition of Bertucci’s, Inc. in July 1998. These reserves were related to estimated future lease commitments and exit costs to close 18 Bertucci’s locations. ~~In 2001, the Company accrued an additional $4.2 million related to selected locations (all of which had been closed), consisting of estimated lease commitments and certain exit costs.~~ It was originally expected the Company would be able to exit these locations, sublease the locations or otherwise be released from the related leases. However, due to market conditions, the Company has been unable to sublease, exit, or otherwise be released from certain of these leases.

The closed restaurant reserve was calculated net of sublease income at nine locations partially or fully subleased as of ~~June~~September 2827, 2006. The Company ~~remains~~ remains primarily liable for the remaining lease obligations should the ~~sublessee~~ sublessee default. Total sublease income excluded from the reserve is approximately $5.4 million for subleases expiring at various dates through 2017.

6Activity within the reserve was as follows (in thousands):

Activity within the reserve was as follows (in thousands):

	Thirty-nine weeks ended
	September 27, 2006			September 28, 2005

Balance, beginning of the year	$	372		$	659
Payments charged and receipts credited against reserve	(88		)	(255		)
Balance, end of period	$	284		$	404

Current portion (included in accrued expenses)	$	207		$	288
Noncurrent portion	77			116
	$	284		$	404

	Twenty-six weeks ended
	June 28, 2006			June 29, 2005
Balance, beginning of the year	$	372		$	659
Payments charged against reserve	(103		)	(225		)
Balance, end of period	$	269		$	434
Current portion (included in accrued expenses)	$	209		$	252
Noncurrent portion	60			182
	$	269		$	434

3. Net Income (Loss) per Share

3.Basic ~~Net~~net income (loss) per share is computed by ~~Income~~dividing net income (~~Loss~~loss) by the weighted average number of common shares outstanding for the reporting period. Diluted net income (loss) per ~~Share~~share reflects the potential dilution that could occur if options to issue common stock were exercised or converted into common stock. Dilutive shares added to the weighted average number of common shares outstanding for the thirty-nine weeks ended September 27, 2006 for this calculation were 58,088. Dilutive shares were determined using the treasury stock method for in-the-money stock options as of September 27, 2006. For the thirteen weeks ended September 27, 2006 and for the thirteen and thirty-nine weeks ended September 28, 2005, options representing 1,003,073,

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the reporting period. Diluted net income (loss) per share reflects the potential dilution that could occur if options to issue common stock were exercised or converted into common stock. Net dilutive shares added to the weighted average number of common shares outstanding for the thirteen and twenty-six weeks ended June 28, 2006 for this calculation were 41,291 and 41,520, respectively. These were determined using the treasury stock method for in-the-money stock options as of June 28, 2006. For the periods ended June 28, 2006 and June 29, 2005, options representing 881,109 and 534,179 shares of common stock, respectively, were excluded from the calculation of diluted net income (loss) per share because of their anti-dilutive effect.6

4.963,929 and 963,929 shares of common stock, ~~Income~~respectively, ~~Taxes~~were excluded from the calculation of diluted net income (loss) per share because of their anti-dilutive effect.

~~The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns~~4. ~~Additionally, the Company~~ isIncome required to consider both negative and positive evidence in determining if a valuation allowance is required on a quarterly basis. Management previously recorded a full valuation allowance for its deferred tax assets. For the thirteen and twenty-six weeks ended June 28, 2006, the Company recorded tax provisions of approximately $80,000 and $98,000, respectively, which were offset by the release of like amounts from its valuation allowance. FICA Tip Credits of approximately $375,000 and $750,000 favorably impact the effective income tax rates for the thirteen and twenty-six weeks ended June 28, 2006, respectively.Taxes

The Company ~~continues~~recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Additionally, the Company is required to ~~maintain~~consider aboth negative and positive evidence in determining if a valuation allowance is required on a quarterly basis. Management previously recorded a full valuation allowance for its deferred tax assets. asFor thirty-nine weeks ended September 27, 2006, the Company ~~has~~recorded ~~experienced~~ a ~~history~~provision for income tax of ~~losses.~~approximately ~~Management~~$92,000 ~~continues~~in tothe ~~evaluate~~third quarter of 2006 which is partially offset by the ~~need~~release ~~for~~of a$61,000 from it’s valuation allowance onresulting anin ona net provision of $31,000 primarily for estimated state taxes currently payable. FICA Tip Credits of approximately $375,000 and $1.1 million favorably impacted income tax rates for the thirteen and thirty-~~going~~nine weeks ~~basis~~ended September 27, 2006, respectively.

5The Company continues to maintain a valuation allowance for its deferred tax assets as the Company has experienced a history of losses. Management continues to evaluate the need for a valuation allowance ~~Stock~~on an on-~~Based~~going ~~Compensation~~basis.

~~Effective December 29, 2005, the Company adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No~~5. ~~123R, Share Based Payment~~ ~~(“SFAS No. 123R”), using a modified prospective application, and as such prior periods have not been restated. Under this method, compensation expense is recorded on a straight~~Stock-~~line~~Based basis for all unvested options over the related vesting period beginning in the period of adoption. As a result of the adoption of SFAS No. 123R, the Company now recognizes stock-based compensation costs rateably over the requisite service period. In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB 107”) regarding the Staff’s interpretation of SFAS No. 123R. This interpretation provides the Staff’s views regarding interactions between SFAS No. 123R and certain SEC rules and regulations and provides interpretations of the valuation of share-based payments for public companies. The interpretive guidance is intended to assist companies in applying the provisions of SFAS No. 123R and investors and users of the financial statements in analyzing the information provided. The Company follows the guidance prescribed in SAB No. 107 in connection with the adoption of SFAS No. 123R. The impact of the adoption of SFAS No. 123R and SAB No. 107 resulted in a compensation charge for the thirteen and twenty-six weeks ended June 28, 2006 of $19,000 and $72,000, respectively. This charge is included in General and Administrative expenses in the Condensed Consolidated Statements of Operations for the periods indicated.Compensation

7Effective December 29, 2005, the Company adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123R, Share Based Payment (“SFAS No. 123R”), using a modified prospective application, and as such prior periods have not been restated. Under this method, compensation expense is recorded on a straight-line basis for all unvested options over the related vesting period beginning in the period of adoption. As a result of the adoption of SFAS No. 123R, the Company now recognizes stock-based compensation costs ratably over the requisite service period. In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB 107”) regarding the Staff’s interpretation of SFAS No. 123R. This interpretation provides the Staff’s views regarding interactions between SFAS No. 123R and certain SEC rules and regulations and provides interpretations of the valuation of share-based payments for public companies. The interpretive guidance is intended to assist companies in applying the provisions of SFAS No. 123R and investors and users of the financial statements in analyzing the information provided. The Company follows the guidance prescribed in SAB No. 107 in connection with the adoption of SFAS No. 123R. The impact of the adoption of SFAS No. 123R and SAB No. 107 resulted in a compensation charge for the thirteen and thirty-nine weeks ended September 27, 2006 of $21,000 and $92,000, respectively. This charge is included in General and Administrative expenses in the Condensed Consolidated Statements of Operations for the periods indicated.

The Company ~~currently~~ grants stock options under its Amended and Restated 1997 ~~Equity~~ Equity Incentive Plan (“Equity Incentive Plan”), which provides for the issuance of nonqualified stock options and allows the Company to provide equity ~~incentives~~ incentives to ~~our~~its key employees and directors. On September 27, 2005, the Company’s Board of Directors approved the amendment and restatement of the ~~Equity~~ Equity Incentive Plan which increased the number of shares of Common Stock ~~available~~ available for issuance under the Equity Incentive Plan from 750,000 to 1,100,000. The Board of Directors administers the Equity Incentive Plan and may modify or amend it in any respect.

Stock options are: (1) issued at or above the fair value of the underlying stock on the date of the grant; (2) are exercisable either (a) cumulatively at the rate of 25% on or after each of the second, third, fourth and fifth anniversaries of the date of grant or (b) only upon the fifth anniversary of the date of grant; and (c) typically expire 90 days following the tenth anniversary of the date of the grant. In addition, such options generally provide ~~that~~ unvested options vest immediately and in ~~full~~ full upon a transaction ~~that~~constituting ~~constitutes~~ a “change of control” of the Company.

The grant date fair value is calculated using the Black-Scholes option valuation model. The fair value of options granted during the thirteen and twenty-six weeks ended June 28, 2006 and June 29, 2005, respectively, were calculated using the following estimated weighted average assumptions:7

	Thirteen weeks ended						Twenty-six weeks ended
	June 28, 2006			June 29, 2005			June 28, 2006			June 29, 2005
Options granted	29,000			20,000			58,000			162,750
Weighted-average exercise price	$	17.51		$	17.51		$	17.51		$	17.51
Weighted-average grant date fair value	$	4.67		—			$	3.88		—
Assumptions:
Risk free interest rate	4.88		%	3.77		%	4.64		%	3.88		%
Expected life (in years)	5			5			5			5
Expected volatility	20		%	0		%	20		%	0		%
Expected dividend yield	0		%	0		%	0		%	0		%

The grant date fair value is calculated using the Black-Scholes option valuation model. The fair value of options granted during the thirteen and thirty-nine weeks ended September 27, 2006 and September 28, 2005, respectively, were calculated using the following estimated weighted average assumptions:

Expected volatility — The Company is responsible for estimating volatility and has used 0.0% volatility historically to estimate the grant-date fair value of stock options as its common stock is not publicly traded. Effective December 29, 2005, management considered the guidance in SFAS No. 123R and now estimates expected volatility at 20%.

	Thirteen weeks ended						Thirty-nine weeks ended
	September 27, 2006			September 28, 2005			September 27, 2006			September 28, 2005
Options granted	8,000			419,750			66,000			582,500
Weighted-average exercise price	$	18.47		$	17.51		$	17.63		$	17.51
Weighted-average grant date fair value	$	5.40		—			$	4.06		—
Assumptions:
Risk free interest rate	5.05		%	4.02		%	4.69		%	3.98		%
Expected life (in years)	5			5			5			5
Expected volatility	20		%	0		%	20		%	0		%
Expected dividend yield	0		%	0		%	0		%	0		%

Expected ~~life~~ volatility — The Company ~~uses~~is ~~the~~responsible ~~full~~for ~~vesting~~estimating ~~period~~volatility toand ~~estimate~~has ~~the~~used ~~expected life~~0% ~~assumption~~volatility ~~for~~historically ~~the~~to ~~Black-Scholes~~estimate the grant-date ~~valuation.~~fair ~~The~~value ~~Company~~of ~~believes~~stock options ~~this~~as its common stock is ~~currently~~not ~~the~~publicly ~~best~~traded. ~~estimate~~Effective ofDecember 29, 2005, management considered the ~~expected~~guidance ~~life~~in ofSFAS aNo. 123R ~~new~~and ~~option~~now estimates expected volatility at 20%.

~~Risk-free~~Expected ~~interest rate~~ life — The ~~market~~Company ~~yield~~uses onthe ~~U.S.~~full ~~Treasury~~vesting ~~securities~~period atto aestimate ~~5-year~~the expected life ~~constant~~assumption ~~maturity,~~for ~~quoted~~the onBlack-Scholes ~~investment~~grant-date ~~basis,~~valuation. The Company believes this is ~~used~~currently asthe best estimate of the ~~risk-free interest~~expected ~~rate~~life of a new option.

~~Expected~~Risk-free ~~dividend~~interest ~~yield~~rate — The ~~Company~~market ~~has~~yield ~~not paid~~on ~~any~~U.S. ~~dividends~~Treasury insecurities ~~the~~at ~~last~~a ~~five years and currently intends to retain any~~5-year ~~earnings~~constant tomaturity, ~~finance~~quoted ~~future~~on ~~growth~~investment ~~and~~basis, ~~therefore,~~is ~~does~~used ~~not~~as ~~anticipate~~the ~~paying~~risk-free ~~any~~interest ~~cash dividends on its common stock in the foreseeable future~~rate.

~~Prior~~Expected todividend ~~December 29,~~yield ~~2005,~~— inThe ~~accordance~~Company ~~with SFAS No. 123, Accounting for Stock-Based Compensation (which~~ has ~~been~~ ~~replaced by SFAS No. 123R and supersedes Accounting Principles~~not ~~Board~~paid ~~Opinion~~any ~~No. 25~~dividends ~~(“APB~~in ~~Opinion No. 25”)),~~ the ~~Company~~last ~~accounted for~~five ~~stock-based~~years ~~compensation~~and ~~under~~currently ~~the~~intends ~~intrinsic~~to ~~value~~retain ~~method with disclosure~~any ofearnings ~~the~~to ~~effects~~finance offuture ~~fair~~growth ~~value~~and, ~~accounting~~therefore, ondoes ~~net~~not ~~income~~anticipate ~~and~~paying any ~~earnings~~cash ~~per~~dividends ~~share~~ on a ~~pro~~its ~~forma~~common ~~basis. The Company’s~~ stock~~-based~~ ~~compensation plan is described more fully~~ in ~~Note 9 of Notes to Consolidated Financial Statements in~~ the ~~2005 Annual~~foreseeable ~~Report~~future. ~~The Company had accounted for this plan under the recognition and measurement~~

8Prior to December 29, 2005, in accordance with SFAS No. 123, Accounting for Stock-Based Compensation (which has been replaced by SFAS No. 123R and supersedes Accounting Principles Board Opinion No. 25 (“APB Opinion No. 25”)), the Company accounted for stock-based compensation under the intrinsic value method with disclosure of the effects of fair value accounting on net income (loss) and earnings per share on a pro forma basis. The Company’s stock-based compensation plan is described more fully in Note 9 of Notes to Consolidated Financial Statements in the 2005 Annual Report. The Company had accounted for this plan under the recognition and measurement principles of APB Opinion No. 25 and related interpretations. In 2005, stock based employee compensation expense resulted from the granting of shares of the Company’s common stock to key employees and independent directors. All shares and options granted had an exercise price equal to, or in excess of, the fair value of the underlying common stock on the date of grant. The following table illustrates the effect on net loss and loss per share for the thirteen and thirty-nine weeks ended September 28, 2005, respectively, if the Company had applied the fair value recognition provisions of SFAS No. 123 (in thousands, except per share data):

principles of APB Opinion No. 25 and related interpretations. In 2005, stock based employee compensation expense resulted from the granting of shares of the Company’s common stock to key employees and independent directors. All shares and options granted had an exercise price equal to, or in excess of, the fair value of the underlying common stock on the date of grant. The following table illustrates the effect on net loss and loss per share for the thirteen and twenty-six weeks ended June 29, 2005, respectively, if the Company had applied the fair value recognition provisions of SFAS No. 123 (in thousands, except per share data):

	Thirteen Weeks Ended			Thirty-nine Weeks Ended
	September 28, 2005			September 28, 2005

Net loss, as reported	$	(667	)	$	(3,293	)

Add: Stock-based employee compensation expense included in reported net loss	26			172

Adjust: Net stock-based employee compensation expense determined under fair value based method for all awards	(3		)	(130		)

Pro forma net loss	$	(644	)	$	(3,251	)

Basic and diluted loss per share:
As reported	$	(0.23	)	$	(1.12	)
Pro forma	$	(0.22	)	$	(1.10	)

	Thirteen Weeks Ended			Twenty-six Weeks Ended
	June 29, 2005			June 29, 2005
Net loss, as reported	$	(973	)	$	(2,627	)
Add: Stock-based employee compensation income (expense) included in reported net loss	2			146
Adjust: Net stock-based employee compensation income (expense) determined under fair value based method for all awards	65			(126		)
Pro forma net loss	$	(906	)	$	(2,607	)
Basic and diluted loss per share:
As reported	$	(0.33	)	$	(0.89	)
Pro forma	$	(0.31	)	$	(0.89	)

A summary of the activity under the Company’s stock option ~~plans~~plan as of ~~June~~September 2827, 2006 and changes ~~during~~ during the ~~twenty~~thirty-~~six~~nine week period then ended, is presented below:

	Options Outstanding		Weighted-Average Remaining Contractual Life in Years	Weighted Average Exercise Price		Aggregate Intrinsic Value
	Options		Weighted-Average Remaining Contractual Life in Years	Weighted Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at December 28, 2005	970,929			$	16.77
Outstanding at December 28, 2005	970,929			$	16.77
Granted	5866,000			$	17.5163
Cancelled	(3233,856	)		$	1617.2602
Options outstanding at June 28, 2006	996,073		7.4	$	16.83	$	621,219
Outstanding at September 27, 2006	1,003,073		7.1	$	16.82	$	2,095,869
Options fully vested and exercisable at June 28, 2006	266,573		3.0	$	14.96	$	621,219
Fully vested and exercisable at September 27, 2006	266,573		2.7	$	14.96	$	933,327

As of ~~June~~September 2827, 2006 ~~there~~ there was $~~297~~319,000 of unrecognized compensation cost related to unvested stock options. That cost is expected to be recognized over a weighted average period of 2.13 years.

6. Asset Impairment Charge

The Company’s long-lived assets consist primarily of goodwill, other intangible assets, and leasehold improvements related to its restaurant operations. SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, requires management to test the recoverability of long-lived assets (excluding goodwill) by comparing estimated undiscounted future operating cash flows expected to be generated from these assets to the carrying amounts of the assets whenever events or changes in circumstances indicate the carrying value may not be recoverable. If cash flows are not sufficient to recover the carrying amount of the assets, impairment has occurred and the assets are written down to fair value. Significant estimates and assumptions regarding future sales, cost trends, productivity and market maturity are required to be made by management in order to test for impairment under this standard.

During the ~~second~~third quarter of 2006, the Company assessed ~~certain~~all ~~non-performing~~ restaurants for recoverability and determined no impairment existed. During the second quarter of 2005, the Company assessed ~~certain~~all ~~non-performing~~ restaurants for recoverability and determined an impairment of fixed assets existed at four restaurant locations. The Company estimated the fair value of these assets based on the net present value of the expected cash flows of the four restaurants. The carrying amount of the assets exceeded the fair value of the assets by approximately $0.9 million. The Company recorded an impairment charge during that quarter to reflect the write down of the affected assets to fair value.

97. Recent Accounting Pronouncements

~~locations~~In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty ~~The~~in ~~Company~~Income ~~estimated~~Taxes” ~~the~~(“FIN ~~fair~~48”), ~~value~~an interpretation of ~~these~~SFAS ~~assets~~No. ~~based~~109, on“Accounting ~~the~~for ~~net~~Income ~~present value~~Taxes”. ofFIN 48 clarifies the accounting ~~expected~~for ~~cash~~uncertainty ~~flows~~in tax positions and requires that the impact of tax positions be recorded in the ~~four~~financial ~~restaurants. The~~statements ~~carrying~~if it is more likely than not ~~amount~~that ofsuch position will be sustained on audit, based on the ~~assets~~technical ~~exceeded~~merits of the ~~fair~~position. ~~value~~The provisions of ~~the~~FIN ~~assets~~48 byare ~~approximately~~effective for fiscal years beginning ~~$0.9~~after ~~million~~December 15, 2006. The Company ~~recorded~~has annot ~~impairment~~yet ~~charge~~adopted ~~during~~this ~~the~~pronouncement and ~~quarter~~is tocurrently ~~reflect~~evaluating the ~~write~~expected ~~down~~impact ofthat the ~~affected~~adoption ~~assets~~of toFIN ~~fair~~48 ~~value~~will have on its consolidated financial position and results of operations.

7In September 2006, the FASB issued SFAS 157, “Fair Value Measurements” (“SFAS No. ~~Recent~~ ~~Accounting~~157”), ~~Pronouncements~~which addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under generally accepted accounting principles. The provisions of SFAS No. 157 are effective for fiscal years beginning after November 15, 2007. The Company has not yet adopted this pronouncement and is currently evaluating the expected impact that the adoption of SFAS No. 157 will have on its consolidated financial position and results of operations.

In July 2006, the Financial Accounting Standards Board issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, effective for fiscal years beginning after December 15, 2006 (“FIN 48”). FIN 48 requires a two-step approach for recognizing and measuring tax benefits and employs a “more likely than not” threshold for recognition. FIN 48 also requires enterprises to make explicit disclosures about uncertainties in their income tax positions, including a detailed rollforward of tax benefits taken not qualifying for financial statement recognition. The Company is evaluating whether the adoption of FIN 48 will have a material effect on its consolidated financial position or results of operations.9

8. Utility Purchase Commitments

The Company has executed contracts to provide electricity to thirty-nine restaurants at a fixed rate per kilowatt through 2009. The Company believes certain of these contracts qualify for the “normal purchases” exception as defined by SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. Therefore, the contracts are not required to be marked to market through the Condensed Consolidated Statement of Operations. Certain contracts do not qualify for the “Normal Purchase” exception, and are not considered hedges. These contracts have been recorded on the balance sheet at fair value with adjustments to fair value being recognized in earnings when they occur. The purchase commitments below represent an estimate of the minimum usage per year multiplied by the contracted rates (~~dollars~~ in thousands):

Year
2006	$	~~706~~367
2007	1,468
2008	1,468
2009	1,345
	$	4,~~986~~648

9. Gift Cards

A liability is recorded in the period in which a gift card is issued and proceeds are received. As gift cards are redeemed, this liability is reduced and revenue is recognized. Gift card breakage income (“breakage”) is recognized when the likelihood of the redemption of the card becomes remote. InFor the ~~second~~thirteen ~~quarter~~and ofthirty-nine weeks ended September 27, 2006, gift card breakage of $~~175~~41,000 ofand ~~breakage~~$216,000, respectively, was recorded as a reduction of ~~Operating~~operating expenses.

10. Acquisition

On September 25, 2006, the Company and Vinny T’s Acquisition Corporation, a newly formed wholly-owned subsidiary of the Company (“Acquisition Sub”), executed a Stock Purchase Agreement (the “Stock Purchase Agreement”) with BUCA, Inc. (“BUCA”) and one of its wholly owned subsidiaries, BUCA Restaurants 3, Inc. (“BUCA 3”), pursuant to which the Acquisition Sub acquired all of the outstanding capital stock of BUCA 3 (the “BUCA 3 Acquisition”). As a result of the BUCA 3 Acquisition, BUCA 3 is now a wholly-owned subsidiary of the Acquisition Sub and continues to own and operate 11 Vinny T’s of Boston restaurants in four states. The Company believes the acquisition of the 11 restaurants will increase revenues and income from operations while providing an acceptable return on the investment. In connection with the BUCA 3 Acquisition, the Acquisition Sub paid BUCA an aggregate purchase price of $6.8 million, of which $3.0 million was paid in cash and $3.8 million was paid through the issuance of a promissory note (the “Promissory Note”). The Promissory Note bears interest at 9% per annum and matures on July 15, 2008 or earlier upon the occurrence of certain other events, including a Change in Control (as defined in the Promissory Note) of the Company, the consummation of an initial public offering by the Company or the redemption, repurchase, refinancing or payment of the Company’s outstanding 10 ¾% Senior Notes due 2008. In addition, the Company executed and delivered a guaranty to BUCA which guarantees the payment of the amounts due and the performance of the obligations of the Acquisition Sub under the Promissory Note and the Stock Purchase Agreement. The purchase price and Promissory Note are subject to a post-closing working capital adjustment as set forth in the Stock Purchase Agreement.

The BUCA 3 Acquisition was accounted for by the Company under the purchase method of accounting in accordance with SFAS No. 141, “Business Combinations.” Accordingly, the results of the BUCA 3 operations will be included in the Company’s condensed consolidated statements of operations from September 28, 2006.

The cash paid at closing was funded by available cash on hand. On a preliminary basis, the purchase price has been allocated based on the Company’s estimate of the fair value of the assets acquired and liabilities assumed at the date of acquisition in the table below. The preliminary purchase price allocation is subject to revision for a post-closing working capital adjustment as set forth in the Stock Purchase Agreement and adjustments to the fair value of the assets and liabilities acquired upon finalization of the valuation by the Company.

	(In Thousands)
Assets acquired:
Receivables	$	300
Inventory	290
Prepaid Expenses	125
Property	8,400
Other noncurrent assets	75
Less liabilities assumed:
Accounts Payable	(700		)
Accrued Expenses	(1,600		)
Noncurrent liabilities	(90		)
Net purchase price	$	6,800

The following unaudited pro forma financial information is presented for illustrative purposes only and presents the results of operations for the thirteen and thirty-nine weeks ended September 27, 2006 and September 28, 2005, as though the BUCA 3 Acquisition occurred on December 30, 2004. The unaudited pro forma financial information is not intended to be indicative of the operating results that actually would have occurred if the BUCA 3 Acquisition had been consummated on the date indicated, nor is the information intended to be indicative of future operating results. The unaudited pro forma financial information reflects adjustments for (1) additional general and administrative expenses for direct field supervision; (2) additional depreciation to more closely reflect allocated values at the BUCA 3 Acquisition; and (3) additional interest expense on the Promissory Note issued at closing. The pro forma financial information is based on preliminary results and not necessarily indicative of future results of the combined entities.

	(In thousands, except per share amounts)
	Thirteen weeks ended						Thirty-nine weeks ended
	September 27, 2006			September 28, 2005			September 27, 2006		September 28, 2005

Net sales	$	59,267		$	57,425		$	182,633	$	176,454

Net income (loss)	$	(656	)	$	(959	)	$	721	$	(3,320	)

Basic and diluted net income (loss) per share	$	(0.22	)	$	(0.33	)	$	0.23	$	(1.13	)

11. Subsequent Event

In October 2006, the Company paid a $136,000 fee to an investor in conjunction with the BUCA 3 Acquisition. The Company’s Chairman of the Board of Directors is the Managing General Partner of the investor.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q, including, without limitation, statements set forth in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our future financial position, business strategy, budgets, projected costs, plans, and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our or the foodservice industry’s actual results, performance or achievements to be materially different from any expected results, performance or achievements. Forward-looking statements include, but are not limited to, statements regarding:

· Our highly competitive business environment;

· Exposure to food prices;

· Risks associated with the foodservice industry such as changes in consumer tastes and adverse publicity resulting from food quality, illness, injury or other health concerns;

· Our ability to retain and attract new employees;

· Government regulations;

· Our high geographic concentration in the Northeast and Mid-Atlantic states;

· The attendant weather patterns in locations in which we operate;

· The number of expected restaurant openings, including the appropriate conditions needed to meet new opening targets;

· Our ability to service our debt and other obligations;

· Our ability to meet ongoing ~~financial~~ covenants contained in our debt instruments; and

· Matters relating to litigation.

Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate” or “believe” or the negative thereof or variations thereon or similar terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from any expected results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Although we believe the expectations reflected in such forward-looking statements will prove to be correct, we can give no assurance such expectations will prove to be correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Factors causing or contributing to such differences include those discussed in the risk factors set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 28, 2005 which was filed with the SEC on March 28, 2006 (the “2005 Annual Report”), as well as those discussed elsewhere herein.

Unless the context indicates otherwise, references herein to “we”, “us”, “our,” “Bertucci’s” or the “Company” refer to Bertucci’s Corporation, its predecessors and its consolidated subsidiaries.

The following discussion should be read in conjunction with our condensed consolidated financial statements, and the notes thereto included herein, as well as our 2005 Annual Report.

General

We own and operate atwo ~~chain~~chains of full-service casual dining, Italian-style restaurants under the names (1) Bertucci’s Brick Oven Pizzeria® and Bertucci’s Brick Oven Ristorante® and (2) Vinny T’s of Boston®. As of ~~June~~September 2827, 2006, we operated 92 Bertucci’s restaurants and 11 Vinny T’s of Boston restaurants located primarily in the northeastern United States.

11In July 1998, we completed our acquisition of Bertucci’s Restaurant Corp.’s parent entity, Bertucci’s, Inc., for a purchase price, net of cash received, of approximately $89.4 million (the “Bertucci’s Acquisition”). We financed the Bertucci’s Acquisition primarily through the issuance of $100 million of 10¾ % senior notes due 2008 (the “Senior Notes”). The Senior Notes are still outstanding as to $85.3 million in principal.

In July 1998, we completed our acquisition of Bertucci’s Restaurant Corp.’s parent entity, Bertucci’s, Inc., for a purchase price, net of cash received, of approximately $89.4 million (the “Acquisition”). We financed the Acquisition primarily through the issuance of $100 million of 10 ¾ % senior notes due 2008 (the “Senior Notes”). The Senior Notes are still outstanding as to $85.3 million in principal.12

On September 25, 2006, we and our newly formed wholly-owned subsidiary, Vinny T’s Acquisition Corporation, (“Acquisition Sub”), executed a Stock Purchase Agreement (the “Stock Purchase Agreement”) with BUCA, Inc. (“BUCA”) and one of its wholly owned subsidiaries, BUCA Restaurants 3, Inc. (“BUCA 3”), pursuant to which the Acquisition Sub acquired all of the outstanding capital stock of BUCA 3 (the “BUCA 3 Acquisition”). As a result of the BUCA 3 Acquisition, BUCA 3 is now a wholly-owned subsidiary of the Acquisition Sub and continues to own and operate 11 Vinny T’s of Boston restaurants in four states. In connection with the BUCA 3 Acquisition, the Acquisition Sub paid BUCA an aggregate purchase price of $6.8 million, of which $3.0 million was paid in cash and $3.8 million was paid through the issuance of a promissory note (the “Promissory Note”). The Promissory Note bears interest at 9% per annum and matures on July 15, 2008 or earlier upon the occurrence of certain other events, including if we have a Change in Control (as defined in the Promissory Note), the consummation of our initial public offering, if any, or the redemption, repurchase, refinancing or payment of our Senior Notes. In addition, we executed and delivered a Guaranty to BUCA which guarantees the payment of the amounts due and the performance of the obligations of the Acquisition Sub under the Promissory Note and the Stock Purchase Agreement. The purchase price and Promissory Note are subject to a post-closing working capital adjustment as set forth in the Stock Purchase Agreement.

Results of Operations

The following table sets forth the percentage relationship to net sales, unless otherwise indicated, of certain items included in our condensed consolidated statements of operations, as well as certain operating data, for the periods indicated:

STATEMENTS OF OPERATIONS DATA (Percentage of Net Sales)

(Percentage of Net Sales)

	Thirteen weeks ended				Thirty-nine weeks ended
	September 27, 2006		September 28, 2005		September 27, 2006		September 28, 2005
Net sales	100.0	%	100.0	%	100.0	%	100.0	%

Cost of sales and expenses:
Cost of sales	22.6	%	22.8	%	22.7	%	23.3	%
Operating expenses	61.3	%	60.5	%	60.1	%	60.4	%
General and administrative expenses	7.1	%	7.5	%	6.9	%	6.9	%
Asset impairment charge	—		—		—		0.6	%
Depreciation, amortization, deferred rent, and pre-opening expenses	5.2	%	5.2	%	5.1	%	5.8	%
Total cost of sales and expenses	96.2	%	96.0	%	94.8	%	97.0	%

Income from operations	3.8	%	4.0	%	5.2	%	3.0	%
Interest expense, net	(4.7	)%	(5.3	)%	(4.7	)%	(5.2	)%

Income (loss) before income taxes	(0.9	)%	(1.3	)%	0.5	%	(2.2	)%

Provision for income taxes	(0.1	)%	—		—		—

Net income (loss)	(1.0	)%	(1.3	)%	0.5	%	(2.2	)%

Restaurant Operating Data:
Increase (decrease) in comparable restaurant sales (a)	4.8	%	(1.3	)%	5.0	%	(1.2	)%
Number of restaurants:
Restaurants open, beginning of period	92		92		92		91
Restaurants opened	—		—		—		1
Restaurants acquired	11		11
Total restaurants open, end of period	103		92		103		92

	Thirteen weeks ended				Twenty-six weeks ended
	June 28, 2006		June 29, 2005		June 28, 2006		June 29, 2005
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales and expenses:
Cost of sales	22.7	%	23.4	%	22.7	%	23.6	%
Operating expenses	59.8	%	59.8	%	59.6	%	60.3	%
General and administrative expenses	6.8	%	6.2	%	6.8	%	6.6	%
Asset impairment charge	—		1.7	%	—		0.9	%
Depreciation, amortization, deferred rent, and pre-opening expenses	5.0	%	5.8	%	5.1	%	6.0	%
Total cost of sales and expenses	94.3	%	96.9	%	94.2	%	97.4	%
Income from operations	5.7	%	3.1	%	5.8	%	2.6	%
Interest expense, net	(4.5	)%	(5.0	)%	(4.6	)%	(5.1	)%
Income (loss) before income taxes	1.2	%	(1.9	)%	1.2	%	(2.5	)%
Income taxes	—		—		—		—
Net income (loss)	1.2	%	(1.9	)%	1.2	%	(2.5	)%
Restaurant Operating Data:
Increase (decrease) in comparable restaurant sales (a)	4.9	%	(0.7	)%	5.1	%	(1.1	)%
Number of restaurants:
Restaurants open, beginning of period	92		92		92		91
Restaurants opened	—		—		—		1
Total restaurants open, end of period	92		92		92		92

(a) We define comparable restaurant sales as net sales from restaurants open for at least one full fiscal year at the beginning of the fiscal year. The restaurants acquired in September 2006 are not included in comparable restaurant sales or in the discussion of the results of operations below.

~~(a) We define comparable~~Thirteen ~~restaurant~~Weeks ~~sales~~Ended asSeptember ~~net~~27, ~~sales~~2006 ~~from~~Compared ~~restaurants~~to ~~open~~Thirteen ~~for~~Weeks atEnded ~~least~~September ~~one full~~28, ~~fiscal year at the beginning of the fiscal year.~~2005

~~Thirteen~~Net ~~Weeks~~Sales. ~~Ended~~Total ~~June~~net 28sales increased by approximately $2.0 million, or 4.0%, to $52.0 million during the third quarter of 2006 ~~Compared~~from $50.0 million during the third quarter of 2005. The increase was primarily due to ~~Thirteen~~a 4.8% ~~Weeks~~increase ~~Ended~~in ~~June~~the 2991 comparable restaurants’ sales. Comparable dine-in guest counts increased 1.5% for the third quarter of 2006 as compared to the third quarter of 2005. Comparable dine-in sales increased 5.5% and comparable carry-out and delivery sales increased 2.0% for the quarter as compared to the third quarter of 2005. We believe comparable restaurant sales increases have been a result of increased guest visits combined with a shift in menu mix to dinner entrees versus pizza, and an approximate 1.4% menu price increase in January 2006. For the 91 comparable restaurants, average weekly sales were approximately $43,500 for the third quarter of 2006 compared to approximately $41,500 per week for the third quarter of 2005.

Net Sales. Total net sales increased by approximately $2.4 million, or 4.6%, to $55.0 million during the second quarter of 2006 from $52.6 million during the second quarter of 2005. The increase was primarily due to a 4.9% increase in the 91 comparable restaurants’ sales. Comparable dine-in guest counts increased 1.4% for the second quarter of 2006 as compared to the second quarter of 2005. Comparable dine-in sales increased 4.3% and comparable carry-out and delivery sales increased 7.3% for the quarter as compared to the second quarter of 2005. We believe comparable restaurant sales increases have been a result of increased guest visits combined with a shift in menu mix to dinner entrees versus pizza, and an approximate 1.7% menu price increase in January 2006. For the 91 comparable restaurants, average weekly sales were approximately $46,100 for the second quarter of 2006 compared to approximately $43,900 per week for the second quarter of 2005.

Cost of Sales. Cost of sales increased by approximately $168,000, or 1.6%, to $12.5 million during the second quarter of 2006 from $12.3 million during the second quarter of 2005. Expressed as a percentage of net sales, overall cost of sales decreased to 22.7% during the second quarter of 2006 from 23.4% during the second quarter of 2005. The percentage decrease can be attributed to decreases in certain ingredient costs, the benefit from the menu price increases, and better food cost controls; all partially offset by a menu mix shift away from pizzas to dinner entrees.

Operating Expenses. Operating expenses increased by approximately $1.5 million or 4.8%, to $32.9 million during the second quarter of 2006 from $31.4 million during the second quarter of 2005. Expressed as a percentage of net sales, operating expenses were flat in the second quarter of 2006 as compared to the second quarter of 2005. The dollar increase can be attributed to (a) general restaurant operating expenses ($860,000) due to the increased sales volume, (b) increased advertising expense ($720,000) the majority of which is a timing issue, (c) higher utility costs ($250,000) primarily because of increased electric rates, and (d) increased occupancy costs ($175,000) due to scheduled rent increases; all partially offset by decreased worker’s compensation and group health insurance expenses ($380,000) and gift card breakage income ($175,000).

General and Administrative Expenses. General and administrative expenses increased approximately $400,000 to $3.7 million during the second quarter of 2006 compared to approximately $3.3 million in the second quarter of 2005. The increase is primarily due to increased corporate salaries and related benefits, including bonus plan accruals. Expressed as a percentage of net sales, general and administrative expenses increased to 6.8% in the second quarter of 2006 from 6.2% in the second quarter of 2005.

Asset Impairment Charge. As discussed in Note 6 of Notes to Condensed Consolidated Financial Statements, the Company assessed certain non-performing restaurants for recoverability but determined no impairment existed as of the end of the second quarter of 2006. An impairment charge of approximately $907,000 was recorded in the second quarter of 2005.

Depreciation, Amortization, Deferred Rent and Pre-opening Expenses. Depreciation, amortization, deferred rent and pre-opening expenses decreased by approximately $200,000 to $2.8 million during the second quarter of 2006 from $3.0 million during the second quarter of 2005. The decrease is primarily due to decreased deferred rent as many leases with step rent provisions now require cash payments in excess of the calculated pro-rata rent expense. Expressed as a percentage of net sales, depreciation, amortization, deferred rent and pre-opening expenses decreased to 5.0% in the second quarter of 2006 from 5.8% during the second quarter of 2005.

Interest Expense, net. Net interest expense decreased by approximately $100,000 to $2.5 million during the second quarter of 2006 from $2.6 million during the second quarter of 2005. Increased overnight investment funds and higher interest rates available thereon have resulted in increased interest income thereby reducing net interest expense.

Income Taxes. We have an historical trend of recurring pre-tax losses. We previously recorded a full valuation allowance for our net deferred tax asset and have also provided a full valuation allowance relating to the tax benefits generated since 2003 (primarily from operating losses). We recorded a tax provision of approximately $80,000 in the second quarter of 2006 which was offset by the release of a like amount from our valuation allowance. FICA Tip Credits of approximately $375,000 favorably impact the effective income tax rate for the thirteen weeks ended June 28, 2006.

Twenty Six-Weeks Ended June 28, 2006 Compared to Twenty-Six Weeks Ended June 29, 2005

Net Sales. Total net sales increased by approximately $5.2 million, or 5.1%, to $107.7 million during the first two quarters of 2006 from $102.5 million during the first two quarters of 2005. The increase was primarily due to a 5.1% increase in the 91 comparable restaurants’ sales plus five incremental restaurant weeks from one restaurant opened since January 2005. Comparable dine-in guest counts increased 1.2% for the first two quarters of 2006 as compared to the first two quarters of 2005. Comparable dine-in sales increased 4.7% and comparable carry-out and delivery sales increased 6.3% for the first two quarters as compared to the first two quarters of 2005. We believe comparable restaurant sales increases have been a result of increased guest visits combined with a shift in menu mix to dinner entrees versus pizza, and an approximate 1.7% menu price increase in January 2006. For the 91 comparable restaurants, average weekly sales were approximately $45,100 for the first two quarters of 2006 compared to approximately $43,900 per week for the first two quarters of 2005.

Cost of Sales. Cost of sales increased by approximately $250,000, or 0.8%, to $24.4 million during the first two quarters of 2006 from $24.2 million during the first two quarters of 2005. Expressed as a percentage of net sales,

Cost of Sales. Cost of sales increased by approximately $500,000, or 4.4%, to $11.8 million during the third quarter of 2006 from $11.3 million during the third quarter of 2005. Expressed as a percentage of net sales, overall cost of sales decreased to 22.76% during the ~~first~~ ~~two~~third ~~quarters~~quarter of 2006 from 2322.68% during the ~~first~~third ~~two quarters~~ quarter of 2005. The percentage decrease can be attributed to decreases in certain ~~ingredient~~ ingredient costs, the benefit from the menu price ~~increase~~increases, and better food cost controls; all partially offset by a menu mix shift away from pizzas to dinner entrees.

Operating Expenses. Operating expenses increased by approximately $21.48 million, or 36.90%, to $6431.29 million during the ~~first~~third ~~two~~quarter ~~quarters~~ of 2006 from $6130.8 1 million during the ~~first~~third ~~two~~quarter ~~quarters~~ of 2005. Expressed as a percentage of net sales, overall operating expenses increased ~~decreased~~ to 5961.63% induring the ~~first~~third ~~two~~quarter ~~quarters~~ of 2006 from 60.35% during the ~~first~~third quarter ~~two quarters~~ of 2005. The dollar increase can be attributed to: (a) general restaurant operating expenses ($~~1.8 million~~900,000) due to the increased sales volume, (b) increased ~~advertising expense~~group health insurance expenses ($~~240~~554,000), and (c) higher utility costs ($~~590~~209,000) primarily because of increased electric ~~and gas~~ rates, and (d) increased occupancy costs ($400,000) due to scheduled rent increases; all partially offset by decreased worker’s compensation and health insurance expenses ($540,000) and gift card breakage income ($175,000).

General and Administrative Expenses. General and administrative expenses ~~increased~~in ~~approximately $500,000 to $7.3 million during~~ the ~~first~~third ~~two quarters~~quarter of 2006 ~~compared~~were to $63.87 million; inflat ~~the~~as ~~first~~compared ~~two quarters of 2005. The increase is primarily due~~ to ~~increased corporate salaries and related~~ ~~benefits,~~the ~~including~~third ~~bonus~~quarter ~~plan~~of ~~accruals~~2005. Expressed as a percentage of net sales, general and ~~administrative~~ administrative expenses ~~increased~~decreased to 67.81% in the ~~first~~third ~~two~~quarter ~~quarters~~ of 2006 from 6 7.65% in the ~~first~~ ~~two~~third ~~quarters~~quarter of 2005.

Asset Impairment Charge. As discussed in Note 6 of Notes to Condensed Consolidated Financial Statements, ~~the~~we ~~Company~~ assessed ~~certain non-performing~~all restaurants for recoverability ~~but determined no impairment existed~~ as of the end of the ~~second~~third quarter of 2006, but determined no impairment existed. An impairment charge of approximately $907,000 was recorded in the second quarter of 2005.

Depreciation, Amortization, Deferred Rent and Pre-opening Expenses. Depreciation, amortization, deferred rent and pre-opening expenses ~~decreased~~increased by approximately $~~700~~100,000 to $52.57 million during the ~~first~~third ~~two~~quarter ~~quarters~~ of 2006 ~~from~~ from $6.2.6 million during the ~~first~~third ~~two~~quarter ~~quarters~~ of 2005. The decrease can be attributed to: (a) lower preopening expense ($200,000) because of one less restaurant opening in 2006, (b) depreciation expense ($300,000) because prior impairment charges have reduced the cost basis of certain assets and the associated depreciation expense and equipment acquired in the Acquisition have become fully depreciated, and (c) decreased deferred rent ($200,000) as many leases with step rent provisions now require cash payments in excess of the calculated pro-rata rent expense. Expressed as a percentage of net sales, depreciation, amortization, deferred rent and pre-opening expenses ~~decreased to~~was flat at 5.12% in the ~~first~~third ~~two~~quarter ~~quarters~~ of 2006 ~~from~~compared ~~6.0%~~to ~~during~~ the ~~first~~third ~~two~~quarter ~~quarters~~ of 2005.

Interest Expense, net. Net interest expense decreased by approximately $~~300~~200,000 to $52.04 million during the ~~first~~third ~~two~~quarter ~~quarters~~ of 2006 ~~from~~ from $52.36 million during the ~~first~~third ~~two~~quarter ~~quarters~~ of 2005. Increased overnight ~~investment~~ investment funds and higher interest rates available thereon ~~have~~ resulted in increased interest income thereby reducing net interest expense.

Income Taxes. We have ana ~~historical~~history ~~trend~~ of recurring pre-tax losses. We previously recorded a full valuation allowance for our net deferred tax asset and have also provided a full valuation allowance relating to the tax ~~benefits~~ benefits generated since 2003 (primarily from operating losses). We recorded a ~~tax~~ provision for income tax of approximately $9831,000 ~~for~~in the ~~twenty-six~~third ~~weeks~~quarter ~~ended~~of ~~June 28,~~ 2006, ~~which was offset by the~~primarily ~~release~~for ofestimated astate ~~like~~taxes ~~amount~~currently ~~from our valuation allowance~~payable. FICA Tip Credits of approximately $~~750~~375,000 favorably impact the effective federal income tax rate for the thirteen ~~twenty-six~~ weeks ended ~~June~~ 28September 27, 2006.

Thirty-Nine Weeks Ended September 27, 2006 Compared to Thirty-Nine Weeks Ended September 28, 2005

Net Sales. Total net sales increased by approximately $7.8 million, or 5.1%, to $160.0 million during the first three quarters of 2006 from $152.2 million during the first three quarters of 2005. The increase was primarily due to a 5.0% increase in the 91 comparable restaurants’ sales plus five incremental restaurant weeks from one restaurant opened since January 2005. Comparable dine-in guest counts increased 1.3% for the first three quarters of 2006 as compared to the first three quarters of 2005. Comparable dine-in sales increased 5.0% and comparable carry-out and delivery sales increased 4.9% for the first three quarters as compared to the first three quarters of 2005. We believe comparable restaurant sales increases have been a result of increased guest visits combined with a shift in menu mix to dinner entrees versus pizza, and an approximate 1.6% menu price increase in January 2006. For the 91 comparable restaurants, average weekly sales were approximately $44,600 for the first three quarters of 2006 compared to approximately $42,400 per week for the first three quarters of 2005.

Cost of Sales. Cost of sales increased by approximately $700,000, or 2.0%, to $36.2 million during the first three quarters of 2006 from $35.5 million during the first three quarters of 2005. Expressed as a percentage of net sales, overall cost of sales decreased to 22.7% during the first three quarters of 2006 from 23.3% during the first three quarters of 2005. The percentage decrease can be attributed to decreases in certain ingredient costs, the benefit from the menu price increase, and better food cost controls; all partially offset by a menu mix shift away from pizzas to dinner entrees.

Operating Expenses. Operating expenses increased by approximately $4.2 million, or 4.6%, to $96.1 million during the first three quarters of 2006 from $91.9 million during the first three quarters of 2005. Expressed as a percentage of net sales, operating expenses decreased to 60.1% in the first three quarters of 2006 from 60.4% during the first three quarters of 2005. The dollar increase can be attributed to: (a) general restaurant operating expenses ($3.0 million) due to the increased sales volume, and (b) higher utility costs ($800,000) because of increased electric and gas rates.

General and Administrative Expenses. General and administrative expenses increased approximately $500,000 to $11.0 million during the first three quarters of 2006 compared to $10.5 million in the first three quarters of 2005. The increase is primarily due to increased corporate salaries and related benefits, including bonus plan accruals. Expressed as a percentage of net sales, general and administrative expenses were flat at 6.9% in the third quarter of 2006 compared to the third quarter of 2005.

Asset Impairment Charge. As discussed in Note 6 of Notes to Condensed Consolidated Financial Statements, we assessed all restaurants for recoverability as of the end of the third quarter of 2006, but determined no impairment existed. An impairment charge of approximately $907,000 was recorded in the second quarter of 2005.

Depreciation, Amortization, Deferred Rent and Pre-opening Expenses. Depreciation, amortization, deferred rent and pre-opening expenses decreased by approximately $600,000 to $8.2 million during the first three quarters of 2006 from $8.8 million during the first three quarters of 2005. The decrease can be primarily attributed to: (a) decreased deferred rent ($300,000) as many leases with step rent provisions now require cash payments (included in Operating Expenses) in excess of the calculated pro-rata rent expense, and (b) lower preopening expense ($200,000) because of one less restaurant opening in 2006. Expressed as a percentage of net sales, depreciation, amortization, deferred rent and pre-opening expenses decreased to 5.1% in the first three quarters of 2006 from 5.8% during the first three quarters of 2005.

Interest Expense, net. Net interest expense decreased by approximately $500,000 to $7.4 million during the first three quarters of 2006 from $7.9 million during the first three quarters of 2005. Increased overnight investment funds and higher interest rates available thereon resulted in increased interest income thereby reducing net interest expense.

Income Taxes. We have a history of recurring pre-tax losses. We previously recorded a full valuation allowance for our net deferred tax asset and have also provided a full valuation allowance relating to the tax benefits generated since 2003 (primarily from operating losses). We recorded a provision for income tax of approximately $31,000 in the third quarter of 2006 primarily for estimated state taxes currently payable. FICA Tip Credits of approximately $1.1 million favorably impact the effective federal income tax rate for the thirty-nine weeks ended September 27, 2006.

Liquidity and Capital Resources

We have historically met our capital expenditures and working capital needs through a combination of operating cash flow and bank borrowings, the sale of the Senior Notes, the sale of Common Stock, and, in fiscal 2003, two sale leaseback transactions. We expect our future capital and working capital needs will be funded from net cash flows provided by operating cash flow and cash on hand.

Net cash flows provided by operating activities were $4.8 million for the first ~~two~~three quarters of 2006, approximately $~~800~~600,000 more than the first ~~two~~three quarters of 2005. As of ~~June~~September 2827, 2006, we had cash and cash equivalents of $2318.17 million.

14Our capital expenditures were $4.3 million during the first three quarters of 2006 as compared to $3.3 million for the comparable prior year period. The capital expenditures were primarily comprised of remodeling and maintenance capital. We anticipate capital expenditures for the remainder of 2006 will be approximately $3.1 million, including capital related to the opening of a Bertucci’s restaurant in the first quarter of 2007. We also expended $3.0 million in connection with the BUCA 3 Acquisition in the third quarter of 2006.

~~Our~~As ~~capital~~of ~~additions~~September ~~were~~27, 2006, we had $395.19 million ~~during the~~in ~~first~~consolidated ~~two~~indebtedness ~~quarters~~which consisted of ~~2006~~$85.3 asmillion ~~compared~~pursuant to the Senior Notes, $16.90 million ~~for~~of ~~the~~capital ~~comparable~~lease ~~prior~~obligations, and $4.6 million of ~~year~~promissory ~~period~~notes. The ~~capital~~Senior ~~expenditures~~Notes ~~were~~contain ~~primarily~~no ~~comprised~~financial ofcovenants ~~remodeling~~ and ~~maintenance~~we ~~capital.~~are Wein compliance ~~anticipate~~with ~~capital~~all ~~expenditures~~non-financial ~~for~~covenants ~~the~~as ~~remainder~~ of November 10, 2006. ~~will~~The beSenior Notes ~~approximately~~bear ~~$3.8~~interest ~~million,~~at ~~including~~the ~~capital~~rate ~~related~~of to10¾% ~~the~~per annum, payable semi-annually on ~~opening~~January 15 ofand aJuly 15 ~~restaurant~~and are due in full on July 15, 2008.

AsWe ofmay, ~~June~~at ~~28,~~our ~~2006~~option, weredeem ~~had~~any ~~$92~~or all of the Senior Notes at face value.1 ~~million~~Additionally, inunder certain circumstances, including a ~~consolidated~~change ~~indebtedness~~of ~~which~~control, ~~consisted~~the holders of ~~$85.3~~the ~~million~~Senior ~~pursuant~~Notes may require us to repurchase the Senior Notes, ~~$6.0~~at ~~million~~a redemption price of ~~capital~~101% ~~lease~~of ~~obligations~~the unpaid principal amount thereof, plus accrued and $0unpaid interest.8 ~~million~~In the event of ~~promissory~~ ~~notes.~~certain ~~The~~asset dispositions ~~Senior~~resulting ~~Notes~~in ~~contain~~excess noproceeds ~~financial~~equal ~~covenants~~to ~~and~~or wegreater ~~are~~than in$5.0 ~~compliance~~million, ~~with~~the ~~all~~holders ~~non-financial~~of ~~covenants~~the asSenior ofNotes ~~August~~have ~~10,~~the ~~2006.~~right ~~The~~to ~~Senior~~compel us to ~~Notes~~purchase ~~bear~~on ~~interest~~a atpro ~~the~~rata ~~rate~~basis ofSenior 10Notes ¾%up ~~per~~to ~~annum,~~a ~~payable~~maximum ~~semi-annually~~principal onamount ~~January 15~~equal ~~and~~to ~~July 15~~such ~~and~~excess ~~are~~proceeds ~~due~~at ina ~~full~~purchase onprice ~~July 15~~equal to 100% of the unpaid principal amount thereof, ~~2008~~plus accrued and unpaid interest.

We may, at our option, redeem any or all of the Senior Notes at face value. Additionally, under certain circumstances, including a change of control or following certain asset sales, the holders of the Senior Notes may require us to repurchase the Senior Notes, at a redemption price of 101% of face value.

We are operating without a line of credit and are funding all of our capital expenditures, debt reductions and operating needs out of cash flows from operations and cash on hand.

We have established a $4.0 million (maximum) letter of credit facility (expiring in December 2006) as collateral with third party ~~administrators for self insurance reserves. Letters of credit totaling $2.2 million were outstanding on June 28, 2006, collateralized by $2.2 million of cash restricted from general use.~~

We believe the cash flow generated from our operations and cash on hand should be sufficient to fund our debt service requirements, lease obligations, expected capital expenditures and other operating expenses through 2006. Beyond 2006 and up to the 2008 maturity of our Senior Notes, we expect to be able to service our debt, but the lack of short term borrowing availability may impede growth. We are evaluating various refinancing alternatives for our Senior Notes upon their maturity in 2008.15

~~Our~~administrators ~~future~~for ~~operating performance~~self ~~and~~insurance ~~ability~~reserves. toLetters ~~service or refinance the Senior Notes will be~~of ~~subject~~credit tototaling ~~future~~$2.2 ~~economic~~million ~~conditions~~were ~~and~~outstanding toon ~~financial~~September 27, ~~business and other factors~~2006, collateralized ~~many~~by ~~of which are beyond our control~~$2.2 ~~Significant~~million ~~liquidity~~of ~~demands will~~cash ~~arise~~restricted from ~~debt~~general ~~service on our Senior Notes~~use.

We believe the cash flow generated from our operations and cash on hand should be sufficient to fund our debt service requirements, lease obligations, expected capital expenditures and other operating expenses through 2006. Beyond 2006 and up to the July 15, 2008 maturity date of our Senior Notes, we expect to be able to service our debt, but the lack of short term borrowing availability may impede growth. We are evaluating various refinancing alternatives for our Senior Notes.

Our future operating performance and ability to service or refinance the Senior Notes will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. Significant liquidity demands will arise from our repayment obligation under our Senior Notes when they mature on July 15, 2008.

As of December 28, 2005 we had future contractual obligations as follows:

	Payments Due by Fiscal Year
	(Dollars in Thousands)
Contractual Obligations:	Total		2006		2007 - 2008		2009 - 2010		After 2010
Operating Leases	$	96,954	$	15,269	$	25,859	$	19,825	$	36,001
Capital Leases	12,749		693		1,419		1,416		9,221
Senior Notes	103,652		9,171		94,481		—		—
Promissory Notes	802		97		228		276		201
Closed restaurants reserve, net of sublease income	372		270		102		—		—
Total Contractual Obligations	$	214,529	$	25,500	$	122,089	$	21,517	$	45,423

We executed contractual obligations subsequent to December 28, 2005 as follows:

	Payments Due by Fiscal Year
	(Dollars in Thousands)
Contractual Obligations:	Total		2006		2007 - 2008		2009 - 2010		After 2010
Operating Leases	$	1016,~~579~~371	$	321	$	35,~~633~~374	$	35,~~880~~852	$	24,~~745~~824
Utility purchase commitments (1)	4,986		706		2,935		1,345		—
Operating Leases—Acquisition	$	21,657	$	563	$	4,569	$	4,614	$	11,911
	$	15,565	$	1,027	$	6,568	$	5,225	$	2,745
Promissory Note	$	4,421	$	94	$	341	$	3,986	—
Utility purchase commitments (1)	4,647		367		2,935		1,345		—
	$	47,096	$	1,345	$	13,219	$	15,797	$	16,735

(1) We have executed contracts to provide electricity to thirty-nine restaurants at a fixed rate per kilowatt through 2009. ~~The~~ ~~Company believes~~We believe certain of these contracts qualify for the “normal purchases” exception ~~as defined~~prescribed by SFAS Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. Therefore, the contracts are not required to be marked to market. Certain ~~through~~contracts do not qualify for the “Normal Purchase” exception, and are not considered hedges. These contracts have been recorded on the Balance ~~Condensed~~sheet ~~Consolidated~~at ~~Statement~~fair ofvalue ~~Operations~~with adjustments to fair value being recognized in earnings when they occur. The purchase commitments represent an estimate of ~~the~~ of minimum usage per year multiplied by the contracted rates.

Impact of Inflation

Inflationary factors such as increases in labor, food or other operating costs could adversely affect our operations. We do not believe inflation has had a material impact on our financial position or results of operations for the periods discussed above. We believe through the proper leveraging of purchasing size, labor scheduling, and restaurant development, inflation will not have a material adverse effect on our operations during the foreseeable future. There can be no assurance, however, inflation will not materially adversely affect us.

Seasonality

Our quarterly results of operations have fluctuated and are expected to continue to fluctuate depending on a variety of factors, including the timing of new restaurant openings and related pre-opening and other startup expenses, net sales contributed by new restaurants, increases or decreases in comparable restaurant sales, competition and overall economic conditions. Our business is also subject to seasonal influences of consumer spending, dining out patterns and weather. As is the case with many restaurant companies, we typically experience lower net sales and net income from operations during the first and fourth quarters. Because of these fluctuations, the results of operations of any quarter are not necessarily indicative of the results that may be achieved for a full year or any future quarter.

subject to seasonal influences of consumer spending, dining out patterns and weather. As is the case with many restaurant companies, we typically experience lower net sales and net income from operations during the first and fourth quarters. Because of these fluctuations, the results of operations of any quarter are not necessarily indicative of the results that may be achieved for a full year or any future quarter.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments affecting the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, estimates are evaluated, including those related to the impairment of long-lived assets, income tax valuation allowances, self-insurance, and closed restaurants reserve. Estimates are based on historical experience and on various other assumptions believed to be ~~reasonable~~ reasonable under the circumstances, the results of which form the basis for ~~making~~ making judgments about the carrying values of assets and liabilities not ~~readily~~ readily apparent from other sources. Actual results may differ from these ~~estimates~~ estimates under different assumptions or conditions. For a discussion of how these and other factors may affect our business, see the “Forward-Looking Statements” and other factors included in the 2005 Annual Report and other filings with the ~~Securities~~ ~~and Exchange Commission~~SEC.

Our critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements. We believe our critical accounting policies relate to the impairment of long-lived assets, income tax valuation allowances, self-insurance and closed restaurants reserves. For a more detailed discussion of our critical accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” contained in our 2005 Annual Report. There have been no material changes to our critical accounting policies and estimates from those disclosed in our 2005 Annual Report, except as noted below.

Gift cards

We record a liability in the period in which a gift card is issued and proceeds are received. As gift cards are redeemed, this liability is reduced and revenue is recognized. We recognize gift card breakage income (“breakage”) when the likelihood of the redemption of the card becomes remote. For In the ~~second~~thirteen ~~quarter~~and ofthirty-nine weeks ended September 27, 2006, ~~we recognized~~gift card breakage of $~~175~~41,000 ofand ~~breakage~~$216,000, respectively, was recorded as a reduction of ~~Operating~~operating expenses.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We have no exposure to specific risks related to derivatives or other “hedging” types of financial instruments. In addition, we do not have operations outside of the United States of America which would expose us to foreign currency risk and our outstanding debt has fixed interest rates.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. We maintain disclosure controls and procedures designed to ensure information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the ~~Securities and Exchange Commission (the “~~SEC”), and such information is accumulated and communicated to management, including our Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, we recognized controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.

During the ~~second~~third quarter of fiscal 2006, we performed an evaluation under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, our CEO and CFO concluded our disclosure controls and procedures were effective as of ~~June~~September 2827, 2006.

Changes in Internal Control over Financial Reporting. There were no significant changes to our internal control over financial reporting occurring during our last fiscal quarter materially affecting, or reasonably likely to materially affect, our internal control over financial reporting, except for the BUCA 3 Acquisition discussed in Note 10.

PART II: OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

We are involved in various legal proceedings from time to time incidental to the conduct of our business. In our opinion, any ultimate liability arising out of such proceedings will not have a material adverse effect on our financial condition or our results of operations.

Item 1A. RISK FACTORS

None

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

Item 6. EXHIBITS

Exhibits

31.1		Certification of Stephen V. Clark pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*).

31.2		Certification of David G. Lloyd pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*).

(*) — Included with this report.

SIGNATURES

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

	BERTUCCI’S CORPORATION
	(Registrant)
Date: August 11, 2006	By:	/s/ Stephen V. Clark
Date: November 10, 2006	By:	/s/ Stephen V. Clark
		Chief Executive Officer and Director
Date: August 11, 2006	By:	/s/ David G. Lloyd
Date: November 10, 2006	By:	/s/ David G. Lloyd
		President, Chief Financial Officer and Director

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