**SECURITIES AND EXCHANGE COMMISSION**

**Washington,DC 20549**

 

**FORM 10-Q/A**

(Amendment No.1)

 

**ý********Quarterly ReportVoluntarily Filed Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934**

 

**For theQuarterly Period Ended March 30, 2005**

 

**CommissionFile Number  333-62775**

 

**BERTUCCI’S CORPORATION**

(Exact name of registrant asspecified in its charter)

 
| **Delaware**                                                                 | ** ** | **06-1311266**                           |
|------------------------------------------------------------------------------|------------|------------------------------------------|
| (State or other  jurisdiction of  incorporation or organization)             |       | (I.R.S. Employer  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 or15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to the filing requirements for thepast 90 days.

 

Yes   o  No   ý

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

 
| Large accelerated filer     o | Accelerated  filer     o | Non-accelerated filer     ý |
|--------------------------------------------------------|---------------------------------------------------|-----------------------------------------------------------|

 

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

 

Yes   o   No   ý

 

2,947,732 shares of the registrant’s Common Stockwere outstanding on May 11, 2005.

 

 

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**EXPLANATORY NOTE**

 

This Quarterly Report on Form10-Q/A (this “Form 10-Q/A”) is being filed to amend Part I, Items 1, 2 and 4and Part II, Item 6 of the Company’s Quarterly Report on Form 10-Q for the fiscalquarter ended March 30, 2005, which was originally filed with the Securitiesand Exchange Commission (the “SEC”) on May 13, 2005 (the “Original 2005 FirstQuarter 10-Q”).

 

In connection with thepreparation of the Company’s Quarterly Report on Form 10-Q for the fiscalquarter ended September 28, 2005, the Company discovered errors in its detailedproperty and equipment records. Management then conducted an investigation into the extent and magnitudeof these errors, which involved the calculation of depreciation expense onmultiple property records and the related impact on income taxes for the fiscalyears 1998 through 2004, inclusive, and the first two fiscal quarters of 2005(the “Relevant Period”), to determine if a restatement of its financial statementswas necessary.  Based upon thisinvestigation, in January 2006 the Company determined additional aggregatedepreciation expense of approximately $3.5 million was required for theRelevant Period and income tax expense was not properly adjusted in theInitial Restatement. As a result, the Company further determined arestatement of its financial statements, including those contained in its: (1)Annual Report on Form 10-K for the fiscal year ended December 29, 2004, whichwas originally filed with the SEC on April 13, 2005 (the “Original 2004 10-K”);(2) Original 2005 First Quarter 10-Q; and (3) Quarterly Report on Form 10-Q for the fiscal quarter endedJune 29, 2005, which was filed with the SEC on August 12, 2005 (the “Original2005 Second Quarter 10-Q”) and together with the Original 2004 10-K and theOriginal 2005 First Quarter 10-Q, (the “Subject Filings”), wasnecessary. Accordingly, the Company determined it should amend the SubjectFilings to reflect the proper recording of depreciation and income tax expenseand its impact on the consolidated Balance Sheets, Statements of Operations,Stockholders’ Deficit, and Cash Flows for the periods reported therein.

 

2

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**BERTUCCI’SCORPORATION**

**FORM 10-Q/A**

**TABLE OFCONTENTS**

 
| PART I:  | FINANCIAL  INFORMATION                                                                                                                                                    |   |
|---------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|          |                                                                                                                                                                      |   |
| Item  1.      | Financial  Statements:                                                                                                                                                    |   |
|          |                                                                                                                                                                      |   |
| 1)            | Condensed  Consolidated Balance Sheets as of March 30, 2005 (As Restated) (Unaudited)  and December 29, 2004 (Unaudited)                                        |   |
|          |                                                                                                                                                                      |   |
| 2)            | Condensed  Consolidated Statements of Operations for the 13 Weeks Ended March 30,  2005 (As Restated) (Unaudited) and March 31, 2004 (As Restated)  (Unaudited) |   |
|          |                                                                                                                                                                      |   |
| 3)            | Condensed  Consolidated Statements of Cash Flow for the 13 Weeks Ended March 30,  2005 (As Restated) (Unaudited) and March 31, 2004 (As Restated)  (Unaudited)  |   |
|          |                                                                                                                                                                      |   |
| 4)            | Notes  to Condensed Consolidated Financial Statements (Unaudited)                                                                                                         |   |
|          |                                                                                                                                                                      |   |
| Item  2.      | Management’s  Discussion and Analysis of Financial Condition and Results of Operations                                                                               |   |
|          |                                                                                                                                                                      |   |
| Item  4.      | Controls  and Procedures                                                                                                                                                  |   |
|          |                                                                                                                                                                      |   |
| PART II: | OTHER  INFORMATION                                                                                                                                                        |   |
| Item 6.       | Exhibits                                                                                                                                                                  |   |
|          |                                                                                                                                                                      |   |
| SIGNATURES    |                                                                                                                                                                      |
|          |                                                                                                                                                                      |   |
| EXHIBITS      |                                                                                                                                                                      |

 

3

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PART I: FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

 

**BERTUCCI’S CORPORATION**

**CONDENSED CONSOLIDATED BALANCE SHEETS**

(Inthousands, except share data)

(Unaudited)

 
| ** **                                                                                                       | ** ** | **March 30,**                  | ** ** | **December 29,** | ** ** |
|------------------------------------------------------------------------------------------------------------------|------------|--------------------------------|------------|------------------|------------|
| ** **                                                                                                       | ** ** | **2005**                       | ** ** | **2004**         | ** ** |
| ** **                                                                                                       | ** ** | **(As Restated-  See Note 3)** | ** ** | ** **       | ** ** |
| ASSETS                                                                                                           |       |                           |       |             |       |
| Current  Assets:                                                                                                 |       |                           |       |             |       |
| Cash and cash equivalents                                                                                        |       | $                              | 9,848      |             | $          | 12,291 |   |
| Restricted cash                                                                                                  |       | 2,178                          |       | 2,403            |       |
| Accounts receivable                                                                                              |       | 1,046                          |       | 1,334            |       |
| Inventories                                                                                                      |       | 1,414                          |       | 1,388            |       |
| Prepaid expenses and other current assets                                                                        |       | 483                            |       | 534              |       |
| Total current assets                                                                                             |       | 14,969                         |       | 17,950           |       |
|                                                                                                             |       |                           |       |             |       |
| Property and  Equipment, at cost:                                                                                |       |                           |       |             |       |
| Land                                                                                                             |       | 259                            |       | 259              |       |
| Buildings                                                                                                        |       | 697                            |       | 697              |       |
| Capital leases - land and buildings                                                                              |       | 5,764                          |       | 5,764            |       |
| Leasehold improvements                                                                                           |       | 68,259                         |       | 66,632           |       |
| Furniture and equipment                                                                                          |       | 45,177                         |       | 44,537           |       |
|                                                                                                             |       | 120,156                        |       | 117,889          |       |
| Less - accumulated depreciation and  amortization                                                                |       | (60,021                        | )          | (57,101          | )          |
|                                                                                                             |       | 60,135                         |       | 60,788           |       |
| Construction work in process                                                                                     |       | —                         |       | 1,567            |       |
| Net property and equipment                                                                                       |       | 60,135                         |       | 62,355           |       |
|                                                                                                             |       |                           |       |             |       |
| Goodwill                                                                                                         |       | 26,127                         |       | 26,127           |       |
| Deferred  finance costs, net                                                                                     |       | 2,688                          |       | 2,862            |       |
| Liquor  licenses, net                                                                                            |       | 2,400                          |       | 2,414            |       |
| Other assets                                                                                                     |       | 517                            |       | 513              |       |
| TOTAL ASSETS                                                                                                     |       | $                              | 106,836    |             | $          | 112,221 |   |
|                                                                                                             |       |                           |       |             |       |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                       |       |                           |       |             |       |
|                                                                                                             |       |                           |       |             |       |
| Current  Liabilities:                                                                                            |       |                           |       |             |       |
| Promissory notes - current portion                                                                               |       | $                              | 41         |             | $          | 40 |   |
| Capital lease obligations - current portion                                                                      |       | 83                             |       | 74               |       |
| Accounts payable                                                                                                 |       | 6,726                          |       | 7,819            |       |
| Accrued expenses                                                                                                 |       | 13,498                         |       | 16,457           |       |
| Total current liabilities                                                                                        |       | 20,348                         |       | 24,390           |       |
|                                                                                                             |       |                           |       |             |       |
| Promissory  notes, net of current portion                                                                        |       | 761                            |       | 781              |       |
| Capital  lease obligations, net of current portion                                                               |       | 6,073                          |       | 6,102            |       |
| Senior Notes                                                                                                     |       | 85,310                         |       | 85,310           |       |
| Deferred  gain on sale leaseback transaction                                                                     |       | 1,975                          |       | 2,002            |       |
| Other  long-term liabilities                                                                                     |       | 8,610                          |       | 8,368            |       |
| Total liabilities                                                                                                |       | 123,077                        |       | 126,953          |       |
| Commitments  and Contingencies                                                                                   |       |                           |       |             |       |
| Stockholders’  Deficit:                                                                                     |       |                           |       |             |       |
| Common stock, $.01 par value                                                                                     |       |                           |       |             |       |
| Authorized - 8,000,000 shares                                                                                    |       |                           |       |             |       |
| Issued - 3,698,995 and 3,667,495 shares,  respectively; Outstanding 2,946,982 and 2,915,482 shares, respectively |       | 37                             |       | 37               |       |
| Less treasury shares, 752,013 at cost                                                                            |       | (8,480                         | )          | (8,480           | )          |
| Additional paid-in capital                                                                                       |       | 29,190                         |       | 29,046           |       |
| Accumulated deficit                                                                                              |       | (36,988                        | )          | (35,335          | )          |
| Total stockholders’ deficit                                                                                 |       | (16,241                        | )          | (14,732          | )          |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                 |       | $                              | 106,836    |             | $          | 112,221 |   |

 

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

 

4

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**BERTUCCI’SCORPORATION**

**CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**

(In thousands, except shareand per share data)

(Unaudited)

 
| ** **                                                          | ** ** | **Thirteen weeks ended**        | ** ** |
|---------------------------------------------------------------------|------------|---------------------------------|------------|
| ** **                                                          | ** ** | **March 30,**                   | ** ** | **March 31,** | ** ** |
| ** **                                                          | ** ** | **2005**                        | ** ** | **2004** | ** ** |
| ** **                                                          | ** ** | **(As Restated - See  Note 3)** | ** ** | **(As Restated - See  Note 3)** | ** ** |
| Net sales                                                           |       | $                               | 49,952     |   | $ | 49,426 |   |
|                                                                |       |                            |       |   |   |
| Cost of  sales and expenses:                                        |       |                            |       |   |   |
| Cost of sales                                                       |       | 11,860                          |       | 11,556 |   |
| Operating expenses                                                  |       | 30,454                          |       | 29,627 |   |
| General and administrative expenses                                 |       | 3,499                           |       | 3,093 |   |
| Depreciation, amortization, deferred rent  and pre-opening expenses |       | 3,142                           |       | 3,166 |   |
| Total cost of sales and expenses                                    |       | 48,955                          |       | 47,442 |   |
| Income from operations                                              |       | 997                             |       | 1,984 |   |
|                                                                |       |                            |       |   |   |
| Interest  expense, net                                              |       | (2,650                          | )          | (2,638 | ) |
| Loss before  income taxes                                           |       | (1,653                          | )          | (654 | ) |
|                                                                |       |                            |       |   |   |
| Income taxes                                                        |       | —                          |       | — |   |
|                                                                |       |                            |       |   |   |
| Net loss                                                            |       | $                               | (1,653     | ) | $ | (654 | ) |
|                                                                |       |                            |       |   |   |
| Basic and diluted loss per share                                    |       | $                               | (0.57      | ) | $ | (0.22 | ) |
|                                                                |       |                            |       |   |   |
| Weighted average shares outstanding - basic  and diluted            |       | 2,925,520                       |       | 2,958,436 |   |

 

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

 

5

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**BERTUCCI’S CORPORATION**

**CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW**

(Inthousands)

(Unaudited)

 
| ** **                                                                   | ** ** | **Thirteen Weeks Ended**        | ** ** |
|------------------------------------------------------------------------------|------------|---------------------------------|------------|
| ** **                                                                   | ** ** | **March 30, 2005**              | ** ** | **March 31, 2004** | ** ** |
| ** **                                                                   | ** ** | **(As Restated - See  Note 3)** | ** ** | **(As Restated - See  Note 3)** | ** ** |
| Cash flows  from operating activities                                        |       |                            |       |   |   |
| Net loss                                                                     |       | $                               | (1,653     | ) | $ | (654 | ) |
| Adjustments to reconcile net loss to net  cash used in operating activities: |       |                            |       |   |   |
| Depreciation, amortization and deferred  rent                                |       | 3,109                           |       | 3,142 |   |
| Stock compensation expense                                                   |       | 144                             |       | — |   |
| Changes in operating assets and liabilities                                  |       |                            |       |   |   |
| Inventories                                                                  |       | (26                             | )          | (140 | ) |
| Prepaid expenses, receivables and other                                      |       | 339                             |       | (863 | ) |
| Other accrued expenses                                                       |       | (2,681                          | )          | (2,291 | ) |
| Accounts payable                                                             |       | (1,093                          | )          | (1,162 | ) |
| Tenant allowance received                                                    |       | —                          |       | 356 |   |
| Other operating assets and liabilities                                       |       | (4                              | )          | (67 | ) |
|                                                                         |       |                            |       |   |   |
| Total adjustments                                                            |       | (212                            | )          | (1,025 | ) |
|                                                                         |       |                            |       |   |   |
| Net cash  used in operating activities                                       |       | (1,865                          | )          | (1,679 | ) |
|                                                                         |       |                            |       |   |   |
| Cash flows  from investing activities                                        |       |                            |       |   |   |
| Additions to property and equipment                                          |       | (764                            | )          | (1,791 | ) |
| Decrease in restricted cash                                                  |       | 225                             |       | — |   |
|                                                                         |       |                            |       |   |   |
| Net cash  used in investing activities                                       |       | (539                            | )          | (1,791 | ) |
|                                                                         |       |                            |       |   |   |
| Cash flows  from financing activities                                        |       |                            |       |   |   |
| Purchase of treasury shares                                                  |       | —                          |       | (62 | ) |
| Payment on promissory note                                                   |       | (19                             | )          | (19 | ) |
| Principal payments under capital lease  obligations                          |       | (20                             | )          | (9 | ) |
|                                                                         |       |                            |       |   |   |
| Net cash  provided by (used in) financing activities                         |       | (39                             | )          | (90 | ) |
|                                                                         |       |                            |       |   |   |
| Net decrease  in cash and cash equivalents                                   |       | (2,443                          | )          | (3,560 | ) |
| Cash and cash equivalents, beginning of  year                                |       | 12,291                          |       | 12,647 |   |
| Cash and cash equivalents, end of period                                     |       | $                               | 9,848      |   | $ | 9,087 |   |
|                                                                         |       |                            |       |   |   |
| Supplemental  Disclosure of Cash Flow Information:                           |       |                            |       |   |   |
| Cash paid for interest                                                       |       | $                               | 4,822      |   | $ | 4,826 |   |
| Cash paid for income taxes                                                   |       | $                               | 16         |   | $ | 18 |   |

 

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

 

6

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**BERTUCCI’SCORPORATION**

**Notes To Condensed Consolidated Financial Statements**

March 30, 2005

(Unaudited)

 

*1.  Basis of Presentation*

 

The unaudited condensed consolidated financialstatements (the “Unaudited Financial Statements”) presented herein have beenprepared by Bertucci’s Corporation and include all of its subsidiaries(collectively, the “Company”) after elimination of inter-company accounts andtransactions, without audit, and, in the opinion of management, reflect alladjustments (consisting of normal recurring adjustments) necessary for a fairstatement of the interim periods presented.  The accompanying unauditedinterim condensed consolidated financial statements have been prepared inaccordance with accounting principles generally accepted in the United Statesof America for interim financial information and pursuant to the rules andregulations of the Securities and Exchange Commission for reporting onForm 10-Q.  Accordingly, certain information and footnote disclosuresrequired for complete financial statements are not included herein.  It issuggested the Unaudited Financial Statements be read in conjunction with theconsolidated financial statements and notes included in the Company’s AnnualReport on Form 10-K/A for the year ended December 29, 2004, which wasfiled with the SEC on January 19, 2006 (the “2004 Annual Report Amendment”). The operating results for the thirteen weeks ended March 30, 2005 may notbe indicative of the results expected for any succeeding interim period or forthe entire year ending December 28, 2005.

 

The preparation of financial statements inconformity with generally accepted accounting principles requires management tomake estimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date ofthe financial statements and the reported amounts of revenues and expensesduring the reporting period. Actual results could differ from those estimates.

 

*2. Recent Accounting Pronouncements*

 

In December 2004, the FinancialAccounting Standards Board (“FASB”) issued Statement of Financial AccountingStandards (“SFAS”) No. 123R, *Share-Based Payment*(“SFAS No. 123R”). This Statement is a revision of SFAS No. 123, *Accounting for Stock-Based Compensation*, and supersedesAccounting Principles Board Opinion No. 25, *Accountingfor Stock Issued to Employees*, and its related implementationguidance.  SFAS No. 123R focusesprimarily on accounting for transactions in which an entity obtains employeeservices in share-based payment transactions. The Statement requires entitiesto recognize stock compensation expense for awards of equity instruments to employeesbased on the grant-date fair value of those awards (with limited exceptions).SFAS No. 123R is effective for the first annual reporting period thatbegins after December 15, 2005.  TheCompany is evaluating the two methods of adoption allowed by SFAS No. 123R;the modified-prospective transition method and the modified-retrospectivetransition method.

 

*3. Restatement of Financial Statements*

 

Initial Restatement

 

Inthe first quarter of 2005 the Company initiated a review of its leaseaccounting, including leased liquor licenses, and leasehold depreciationpractices. As a result, the Company corrected its accounting for leases andrestated its financial statements for all periods prior to December 29, 2004and certain financial information to correct errors in lease accountingpolicies (the “ Initial Restatement”). The Company had historically accountedfor tenant improvement allowances as reductions to the related leaseholdimprovement asset on the consolidated balance sheets and capital expendituresin investing activities on the consolidated statements of cash flows.  Also, the Company had historically recognizedrent on a straight-line basis over a lease term commencing with the initialoccupancy date, or Company-operated retail store opening date.  In addition, the depreciable lives of certainleasehold improvements and other long-lived assets on those properties were notaligned with the non-cancelable lease term.

 

Followingthis review of its lease accounting treatment and relevant accountingliterature, the Company determined it should: (a) report tenant improvement allowances as deferred liabilities inthe consolidated balance sheets and initiate the amortization of thoseliabilities at the relevant initial occupancy date;  (b) classify the change in the deferredliability related to the tenant allowances in the operating activities on theCondensed Consolidated Statements of Cash Flows; (c) conform thedepreciable lives for buildings on leased land and other leasehold improvementsto the shorter of the economic life of the asset or the lease term used fordetermining the capital versus operating lease classification and calculatingstraight-line rent; and (d) include option periods in the depreciablelives assigned to leased buildings and leasehold improvements and in thecalculation of straight-line rent expense only in instances in the which theexercise of the option period can be reasonably assured and failure to exercisesuch options would result in an economic penalty.

 

7

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The restatement for leaseholdsalso resulted in restatements of amounts previously reported for assetimpairments.

 

The Initial Restatement did nothave any impact on the Company’s previously reported net sales or compliancewith any covenant under its debt instruments.

 

Current Restatement

 

In connection with thepreparation of the Company’s Quarterly Report on Form 10-Q for the fiscalquarter ended September 28, 2005, the Company discovered errors in its detailedproperty and equipment records adjusted during the Initial Restatement.  Management then conducted an investigationinto the extent and magnitude of these errors, which involved the calculationof depreciation expense on multiple property records and the related impact onincome taxes for the Relevant Period, to determine if a restatement of itsfinancial statements was necessary. Based upon this investigation, in January 2006 the Company determinedadditional aggregate depreciation expense of approximately $3.5 million wasrequired for the Relevant Period and income tax expense was not properlyadjusted in the Initial Restatement. As a result, the Companyfurther determined a restatement of its financial statements, including thosecontained in the Subject Filings, was necessary (the “Current Restatement”).Accordingly, the Company determined it should amend the Subject Filings toreflect the proper recording of depreciation and income tax expense and itsimpact on the consolidated Balance Sheets, Statements of Operations, Stockholders’Deficit, and Cash Flows for the periods reported therein.

 

The Company also restated its Statements of CashFlows to present the change in restricted cash as an investing activity. Theseamounts had previously been reported as a financing activity.

 

The Current Restatement did not have any impact onthe Company’s previously reported net sales during the Relevant Period. Thefollowing is a summary of the impact of the Current Restatement on the Company’scondensed consolidated statements of operations and cash flow for the thirteenweeks ended March 30, 2005 and March 31, 2004 (in thousands, except pershare data):

 

**For thequarter ended March 30, 2005**

 
| ** **                                                          | ** ** | **As Previously  Reported** | ** ** | **As Restated** | ** ** |
|---------------------------------------------------------------------|------------|-----------------------------|------------|-----------------|------------|
| Deferred rent, depreciation, amortization  and pre-opening expenses |       | $                           | 3,226      |            | $          | 3,142 |   |
| Income from operations                                              |       | 913                         |       | 997             |       |
| Net loss                                                            |       | (1,737                      | )          | (1,653          | )          |
|                                                                |       |                        |       |            |       |
| Basic and diluted loss per share                                    |       | $                           | (0.59      | )               | $          | (0.57 | ) |
|                                                                |       |                        |       |            |       |
| Cash flows used in investing activities                             |       | (764                        | )          | (539            | )          |
| Cash flows from (used in) financing  activities                     |       | 186                         |       | (39             | )          |

 

**For the quarter ended March 31, 2004**

 
| ** **                                                          | ** ** | **As Previously  Reported** | ** ** | **As Originally  Restated (*)** | ** ** | **As Restated** | ** ** |
|---------------------------------------------------------------------|------------|-----------------------------|------------|---------------------------------|------------|-----------------|------------|
| Operating expenses                                                  |       | $                           | 29,639     |                            | $          | 29,627          |       | $ | 29,627 |   |
| Deferred rent, depreciation, amortization  and pre-opening expenses |       | 3,232                       |       | 3,309                           |       | 3,166           |       |
| Income from operations                                              |       | 1,906                       |       | 1,841                           |       | 1,984           |       |
| Interest expense, net                                               |       | (2,629                      | )          | (2,638                          | )          | (2,638          | )          |
| Net loss                                                            |       | (723                        | )          | (797                            | )          | (654            | )          |
|                                                                |       |                        |       |                            |       |            |       |
| Basic and diluted loss per share                                    |       | $                           | (0.24      | )                               | $          | (0.27           | )          | $ | (0.22 | ) |
|                                                                |       |                        |       |                            |       |            |       |
| Cash flows used in operating activities                             |       | $                           | (2,038     | )                               | $          | (1,679          | )          | $ | (1,679 | ) |
| Cash flows used in investing activities                             |       | (1,435                      | )          | (1,791                          | )          | (1,791          | )          |
| Cash flows used in financing activities                             |       | (87                         | )          | (90                             | )          | (90             | )          |

 

----

(*) –As reported in the Original 2005 First Quarter10-Q as a result of the Initial Restatement.

 

8

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*4. Liquor Licenses*

 

Transferable liquor licenses purchased are accountedfor at the lower of cost or fair market value and are not amortized. Annual renewal fees are expensed as incurred.  The carrying value oftransferable liquor licenses was $2.0 million at each of March 30, 2005and December 29, 2004. Non-transferable liquor licenses are amortizedon a straight-line basis over the contractual life of the license. Accumulated amortization at March 30, 2005 and December 29, 2004 fornon-transferable liquor licenses was $154,000 and $140,000, respectively. Amortization expense for the thirteen weeks ended March 30, 2005 was$14,000 and is expected to be $56,000 per year through fiscal 2010.

 

*5.  Restaurant ClosingReserves*

 

Restaurant closing reserves were established as partof the acquisition of Bertucci’s, Inc. in July 1998.  Thesereserves were related to estimated future lease commitments and exit costs toclose 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 wasoriginally expected the Company would be able to exit these locations, subleasethe locations or otherwise be released from the related leases. However, due to market conditions, the Company has been unable to subleaseor exit certain of these leases.

 

The closed restaurant reserve was calculatednet of sublease income at 12 locations partially or fully subleased as ofMarch 30, 2005.  The Company remains primarily liable for theremaining lease obligations should the sublessee default.  Totalsublease income excluded from the reserve is approximately $6.9 million forsubleases expiring at various dates through 2017.  There have been nodefaults by sublessors to date.

 

Activity within the reservewas as follows (in thousands):

 

| ** **                                      | ** ** | **Thirteen weeks ended** | ** ** |
|-------------------------------------------------|------------|--------------------------|------------|
| ** **                                      | ** ** | **March 30,**            | ** ** | **March 31,** | ** ** |
| ** **                                      | ** ** | **2005**                 | ** ** | **2004** | ** ** |
|                                            |       |                     |       |   |   |
| Balance,  beginning of the year                 |       | $                        | 659        |   | $ | 1,449 |   |
| Payments  charged against reserve               |       | (157                     | )          | (184 | ) |
| Balance, end  of period                         |       | $                        | 502        |   | $ | 1,265 |   |
|                                            |       |                     |       |   |   |
| Current  portion (included in accrued expenses) |       | $                        | 324        |   | $ | 615 |   |
| Noncurrent  portion                             |       | 178                      |       | 650 |   |
|                                            |       | $                        | 502        |   | $ | 1,265 |   |

 

*6.  Loss per Share*

 

Basic loss per share is computed by dividing netloss by the weighted average number of common shares outstanding for thereporting period. Diluted earnings per share reflects the potential dilutionthat could occur if options or other contracts to issue common stock wereexercised or converted into common stock. For the periods ended March 30,2005 and March 31, 2004 options representing 531,429 and 592,396 shares ofcommon stock, respectively, were excluded from the calculation of diluted lossper share because of their anti-dilutive effect.

 

*7.  Income Taxes*

 

The Company recognizes deferred tax assets andliabilities for the expected future tax consequences of events that have beenincluded in the financial statements or tax returns.  Additionally, theCompany is required to consider both negative and positive evidence indetermining if a valuation allowance is required on a quarterly basis. Management previously recorded a full valuation allowance for its deferred taxassets and continues to record an allowance quarterly for the tax benefitsassociated with the current period’s losses.

 

*8.  Stock-Based Compensation*

 

In accordance with SFAS No. 123, *Accounting for Stock-Based Compensation*(“SFAS No. 123”), the Company has elected to account for stock-basedcompensation under the intrinsic value method with disclosure of the effects offair value accounting on net loss and loss per share on a pro forma basis. TheCompany’s stock-based compensation plan is described more fully in Note 10 ofNotes to Consolidated Financial Statements in its 2004 Annual Report Amendment.The Company accounts for this plan under the recognition and measurementprinciples of APB Opinion No. *25,Accounting for Stock Issued to Employees,*and relatedinterpretations. With the 

 

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exception of one modification to a grant during2003, no stock-based employee compensation cost related to stock options isreflected in net loss, as all options granted had an exercise price equal to,or in excess of, the market value of the underlying common stock on the date ofgrant. The following table illustrates the effect on net loss and loss pershare if the Company had applied the fair value recognition provisions of SFASNo. 123 (in thousands, except per share data):

 

| ** **                                                                                                     | ** ** | **Thirteen weeks ended** | ** ** |
|----------------------------------------------------------------------------------------------------------------|------------|--------------------------|------------|
| ** **                                                                                                     | ** ** | **March 30,**            | ** ** | **March 31,** | ** ** |
| ** **                                                                                                     | ** ** | **2005**                 | ** ** | **2004** | ** ** |
|                                                                                                           |       |                     |       |   |   |
| Net loss, as reported                                                                                          |       | $                        | (1,653     | ) | $ | (654 | ) |
| Add: Stock-based employee compensation  expense included in reported net loss                                  |       | 144                      |       | — |   |
|                                                                                                           |       |                     |       |   |   |
| Adjust: Net stock-based employee  compensation expense determined under fair value based method for all awards |       | (191                     | )          | (96 | ) |
|                                                                                                           |       |                     |       |   |   |
| Pro forma net loss                                                                                             |       | $                        | (1,700     | ) | $ | (750 | ) |
|                                                                                                           |       |                     |       |   |   |
| Basic and diluted loss per share                                                                               |       |                     |       |   |   |
| As reported                                                                                                    |       | $                        | (0.57      | ) | $ | (0.22 | ) |
| Pro forma                                                                                                      |       | $                        | (0.58      | ) | $ | (0.25 | ) |

 

During the quarter endedMarch 30, 2005, the Company awarded bonuses to two senior employees andcertain officers and independent members of the Board of Directors consistingof an aggregate of 31,500 shares of Common Stock with a fair value of $4.56 pershare. Accordingly, the grant of such shares resulted in a $144,000compensation charge to the Company. The recipients of these awards acknowledgedin writing the transfer of their shares is subject to the provisions of aStockholders’ Agreement, which are summarized in “Security Ownership of CertainBeneficial Owners and Management - Shareholders Agreement” in the Original 200410-K.

 

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

 

**Forward-Looking Statements**

 

All statements other than statements of historicalfacts included in this Report on Form 10-Q/A and the Original 2005 FirstQuarter 10-Q, including, without limitation, statements set forth under this “Management’sDiscussion and Analysis of Financial Condition and Results of Operations”regarding the Company’s future financial position, business strategy, budgets,projected costs and plans and objectives of management for future operations, areforward-looking statements.  In addition, forward-looking statementsgenerally can be identified by the use of forward-looking terminology such as “may,”“will,” “expect,” “intend,” “estimate,” “anticipate” or “believe” or thenegative thereof or variations thereon or similar terminology.  Althoughthe Company believes that the expectations reflected in such forward-lookingstatements will prove to have been correct, it can give no assurance that suchexpectations will prove to be correct.  Factors that could cause actualresults to materially differ include, without limitation: (a) the Company’shigh degree of leverage which could, among other things, reduce the Company’sability to obtain financing for operations and expansion, place the Company ata competitive disadvantage and limit the Company’s flexibility to adjust tochanging market conditions; (b) the challenges of managing geographicexpansion; (c) changes in food costs, supplies and key supplierrelationships; and (d) the possible adverse impact of governmentregulation on the Company.  Other factors that could adversely affect theCompany’s business and prospects are described in its filings with theSecurities and Exchange Commission.  Investors are cautioned not to placeundue reliance on these forward-looking statements, which speak only as of thedate hereof.  The Company undertakes no obligation to publicly release anyrevisions to these forward-looking statements to reflect events orcircumstances after the date hereof or to reflect the occurrence ofunanticipated events.

 

The following discussion should be read inconjunction with the condensed consolidated financial statements of Bertucci’sCorporation (the “Company”), and the notes thereto included herein, as well asthe Original 2004 10-K, as amended by the 2004 Annual Report Amendment.

 

**General**

 

Bertucci’s Corporation, a Delaware corporation (the “Company”),is the owner and operator of a chain of full-service casual dining,Italian-style restaurants under the names Bertucci’s Brick Oven Pizzeria® andBertucci’s Brick Oven Ristorante®. As of March 30,

 

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2005, the Company operated 92 restaurants locatedprimarily in the northeastern United States.

 

In July 1998, the Company completed its acquisitionof Bertucci’s Restaurant Corp.’s parent entity, Bertucci’s, Inc., for apurchase price, net of cash received, of approximately $89.4 million (the “Acquisition”). The Company financed the Acquisition primarily through the issuance of $100million of 10 3⁄4 % senior notes due 2008 (the “Senior Notes”).  The SeniorNotes are still outstanding as to $85.3 million in principal.

 

Management’s Discussion and Analysis of FinancialCondition and Results of Operations gives effect to the Current Restatement ofthe Consolidated Financial Statements discussed in Note 3 of the Notes to theCondensed Consolidated Financial Statements.

 

**Results of Operations**

 

The following table sets forth the percentagerelationship to net sales, unless otherwise indicated, of certain itemsincluded in the Company’s condensed consolidated statements of operations, aswell as certain operating data, for the periods indicated:

 

**STATEMENTSOF OPERATIONS DATA**

(Percentage of Net Sales)

 

| ** **                                                           | ** ** | **Thirteen weeks ended** | ** ** |
|----------------------------------------------------------------------|------------|--------------------------|------------|
| ** **                                                           | ** ** | **March 30,**            | ** ** | **March 31,** | ** ** |
| ** **                                                           | ** ** | **2005**                 | ** ** | **2004** | ** ** |
|                                                                 |       |                     |       |   |   |
| Net sales                                                            |       | 100.0                    | %          | 100.0 | % |
|                                                                 |       |                     |       |   |   |
| Cost of  sales and expenses:                                         |       |                     |       |   |   |
| Cost of sales                                                        |       | 23.7                     | %          | 23.4 | % |
| Operating expenses                                                   |       | 61.0                     | %          | 59.9 | % |
| General and administrative expenses                                  |       | 7.0                      | %          | 6.3 | % |
| Depreciation, amortization, deferred rent,  and pre-opening expenses |       | 6.3                      | %          | 6.4 | % |
| Total cost of sales and expenses                                     |       | 98.0                     | %          | 96.0 | % |
|                                                                 |       |                     |       |   |   |
| Income from operations                                               |       | 2.0                      | %          | 4.0 | % |
| Interest  expense, net                                               |       | (5.3                     | )%         | (5.3 | )% |
| Loss before  income taxes                                            |       | (3.3                     | )%         | (1.3 | )% |
|                                                                 |       |                     |       |   |   |
| Income taxes                                                         |       | —                   |       | — |   |
|                                                                 |       |                     |       |   |   |
| Net loss                                                             |       | (3.3                     | )%         | (1.3 | )% |
|                                                                 |       |                     |       |   |   |
| **Restaurant  Operating Data:**                                      |       |                     |       |   |   |
| Increase in  comparable restaurant sales (a)                         |       | (1.6                     | )%         | 4.9 | % |
| Number of  restaurants:                                              |       |                     |       |   |   |
| Restaurants open, beginning of period                                |       | 91                       |       | 89 |   |
| Restaurants opened                                                   |       | 1                        |       | 1 |   |
| Total restaurants open, end of period                                |       | 92                       |       | 90 |   |

 

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(a)                       The Companydefines comparable restaurant sales as net sales from restaurants that havebeen open for at least one full fiscal year at the beginning of the fiscalyear.

 

**Thirteen Weeks EndedMarch 30, 2005 Compared****to Thirteen Weeks Ended March 31, 2004**

 

*Net Sales*.  Total net sales increased by$600,000, or 1.2%, to $50.0 million during the first quarter of 2005 from $49.4million during the first quarter of 2004.  The increase was primarily dueto 32 incremental restaurant weeks from three restaurants opened sinceJanuary 2004 offset by a 1.6% decrease in the 89 comparable restaurants’sales. Comparable Bertucci’s restaurant dine-in guest counts decreased 1.9% forthe first quarter of 2005 as compared to the first quarter of 2004. Bertucci’s comparable restaurant dine-in sales decreased 2.5% and comparablecarry-out and delivery sales increased 1.5% for the quarter as compared to thefirst quarter of 2004.  The Company believes comparable sales were downprimarily due to the aforementioned guest count decreases while an anticipatedmenu mix shift to lower priced items also contributed to the decrease. For the 89 comparable restaurants, average weekly sales were approximately$42,000 for the first quarter of 2005 compared to approximately $42,600 perweek for the first quarter of 2004.

 

*Cost of Sales.*  Cost of sales increased byapproximately $300,000, or 2.6%, to $11.9 million during the first quarter of2005 from $11.6 million during the first quarter 2004.  Expressed as apercentage of net sales, overall cost of sales increased to 23.7% during thefirst quarter of 2005 from 23.4% during the first quarter of 2004.  Ofthis $300,000 increase approximately $125,000 resulted from the increase in netsales, and approximately $175,000 can be attributed to increases in certainingredient costs, such as chicken, tomatoes, flour and bacon.

 

*Operating Expenses.*  Operating expenses increased by$900,000 or 3.0%, to $30.5 million during the first quarter of 2005 from $29.6 

 

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million during the first quarter of 2004. Expressed as a percentage of net sales, operating expenses increased to 61.0%in the first quarter of 2005 from 59.9% during the first quarter of 2004. The dollar increase was primarily due to the opening and operation of the threenon-comparable restaurants.

 

*General and AdministrativeExpenses.* General and administrative expenses increased by approximately $400,000, or12.9%, to $3.5 million during the first quarter of 2005 from $3.1 millionduring the first quarter of 2004.  Expressed as a percentage of net sales,general and administrative expenses increased to 7.0% in the first quarter of2005 from 6.3% in the first quarter of 2004.  The dollar increase over theprior year period is primarily attributable to: (a) stock compensationexpense relating to the award of 31,500 shares of common stock to key membersof management and independent members of the Board of Directors; and(b) bonus expense accruals as year-to-date results are currently exceedingtargeted levels under the Company’s bonus plan.

 

*Depreciation, Amortization,Deferred Rent and Pre-opening Expenses*.  Depreciation, amortization, deferred rent and pre-openingexpenses was essentially flat at $3.1 million during the first quarter of 2005compared to the first quarter of 2004.  A decrease in deferred rentessentially offset increased depreciation expense. Expressed as a percentage ofnet sales, depreciation, amortization, deferred rent and pre-opening expensesdecreased to 6.3% in the first quarter of 2005 from 6.4% during the firstquarter of 2004.

 

*Interest Expense, net.*  Net interest expense wasessentially flat in the first quarter of 2005 compared to the first quarter of2004.

 

*Income Taxes*.  The Company has an historical trendof recurring pre-tax losses.  The Companypreviously recorded a full valuation allowance for its net deferred taxasset.  The Company also provided a fullvaluation allowance relating to the tax benefits generated since 2003(primarily from its operating losses). As of December 29, 2004, the Company had net operating losses andtax credit carry forwards totaling $7.8 million.

 

**Liquidity and Capital Resources**

 

The Company has historically met its capitalexpenditures and working capital needs through a combination of operating cashflow and bank and mortgage borrowings, the sale of the Senior Notes, the saleof Common Stock, and, in fiscal 2003, two sale leasebacktransactions. Future capital and working capital needs are expected to befunded from net cash flows provided by operating cash flow and cash on hand.

 

Net cash flows used in operating activities were$1.9 million for the first quarter of 2005, approximately $200,000 more thanthe $1.7 million used during the first quarter of 2004.  As ofMarch 30, 2005, the Company had cash and cash equivalents of $9.8 million.

 

The Company’s capital additions were $764,000 duringthe first quarter of 2005 compared to $1.8 million for the comparable prioryear period.  The capital expenditures were primarily comprised of$367,000 for a new restaurant which opened in the first quarter of 2005 and$397,000 for remodeling and maintenance capital.  The Company anticipatescapital expenditures for the remainder of 2005 will be approximately $4.3million.

 

As of March 30, 2005, the Company had $92.2million in consolidated indebtedness, $85.3 million pursuant to the SeniorNotes, $6.1 million of capital lease obligations, and $0.8 million ofpromissory notes.  The Senior Notes contain no financial covenants and theCompany is in compliance with all non-financial covenants as of May 11,2005.  The Senior Notes bear interest atthe rate of 10 3⁄4% per annum, payable semi-annually on January 15 andJuly 15.  The Senior Notes are duein full on July 15, 2008.

 

Through July 15, 2006, the Company may, at itsoption, redeem any or all of the Senior Notes at face value, plus a decliningpremium, which is 3.58% through July 14, 2005 and 1.79% from July 15,2005 through July 15, 2006.  AfterJuly 15, 2006, the Senior Notes may be redeemed at face value.Additionally, under certain circumstances, including a change of control orfollowing certain asset sales, the holders of the Senior Notes may require theCompany to repurchase the Senior Notes, at a redemption price of 101% of facevalue.

 

The Company is operating without a line of creditand is funding all of its capital expenditures, debt reductions and operatingneeds out of cash flows from operations and cash on hand.

 

The Company has established a $4.0 million (maximum)letter of credit facility (expiring in December 2005) as collateral withthird party administrators for self insurance reserves.  As ofMarch 30, 2005, this facility is collateralized with $2.2 million of cashrestricted from general use.  Letters of credit totaling $2.2 million wereoutstanding on March 30, 2005.

 

The Company believes the cash flow generated fromits operations and cash on hand should be sufficient to fund its debt servicerequirements, lease obligations, expected capital expenditures and otheroperating expenses through 2005.  Beyond 2005 and up to the 

 

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2008 maturity of its Senior Notes, the Companyexpects to be able to service its debt, but the lack of short term borrowingavailability may impede growth. The Company is evaluating various refinancingalternatives for its Senior Notes upon their maturity in 2008.

 

The Company’s future operatingperformance and ability to service or refinance the Senior Notes will be subjectto future economic conditions and to financial, business and other factors,many of which are beyond the Company’s control.  Significant liquiditydemands will arise from debt service on the Senior Notes.

 

There have been no material changes tothe Company’s contractual obligations and commitments from those disclosed inthe Company’s Original 2004 10-K.

 

**Impact of Inflation**

 

Inflationary factors such as increases in labor,food or other operating costs could adversely affect the Company’s operations. The Company does not believe inflation has had a material impact on itsfinancial position or results of operations for the periods discussedabove.  Management believes through the proper leveraging of purchasingsize, labor scheduling, and restaurant development analysis, inflation will nothave a material adverse effect on operations during the foreseeablefuture.  There can be no assurance inflation will not materially adverselyaffect the Company.

 

**Seasonality**

 

The Company’s quarterly results of operations havefluctuated and are expected to continue to fluctuate depending on a variety offactors, including the timing of new restaurant openings and relatedpre-opening and other startup expenses, net sales contributed by newrestaurants, increases or decreases in comparable restaurant sales, competitionand overall economic conditions.  The Company’s business is also subjectto seasonal influences of consumer spending, dining out patterns andweather.  As is the case with many restaurant companies, the Companytypically experiences lower net sales and net income during the first andfourth quarters.  Because of these fluctuations in net sales and net loss,the results of operations of any quarter are not necessarily indicative of theresults that may be achieved for a full year or any future quarter.

 

**Critical Accounting Policies andEstimates**

 

The discussion and analysis of theCompany’s financial condition and results of operations are based upon itsconsolidated financial statements, which have been prepared in accordance withaccounting principles generally accepted in the United States of America.  The preparation of these financial statementsrequires the Company to make estimates and judgments affecting the reportedamounts of assets, liabilities, revenues and expenses, and related disclosureof contingent assets and liabilities.  Onan on-going basis, estimates are evaluated, including those related to theimpairment of long-lived assets, self-insurance, and closed restaurantsreserve. Estimates are based on historical experience and on various otherassumptions believed to be reasonable under the circumstances, the results ofwhich form the basis for making judgments about the carrying values of assetsand liabilities not readily apparent from other sources. Actual results maydiffer from these estimates under different assumptions or conditions. For adiscussion of how these and other factors may affect the Company’s business,see the “Forward-Looking Statements” above and other factors included in theCompany’s other filings with the Securities and Exchange Commission.

 

The Company’s critical accountingpolicies affect the more significant judgments and estimates used in thepreparation of the Company’s consolidated financial statements.  The Company believes its critical accountingpolicies relate to the impairment of long-lived assets, income tax valuationallowances, self-insurance and closed restaurant reserves. For a more detaileddiscussion of the Company’s critical accounting policies and estimates, pleaserefer to “Management’s Discussion and Analysis of Financial Condition andResults of Operations - Critical Accounting Policies and Estimates” containedin the 2004 Annual Report Amendment. There have been no material changes to the Company’s critical accountingpolicies and estimates from those disclosed in the 2004 Annual ReportAmendment.

 

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**Item 4. CONTROLS AND PROCEDURES**

 

*Disclosure Controls and Procedures*.  The Company maintains disclosurecontrols and procedures designed to ensure that information required to bedisclosed in the Company’s reports under the Securities Exchange Act of 1934,as amended (the “Exchange Act”), is recorded, processed, summarized andreported within the time periods specified in the rules and forms of theSEC, and that such information is accumulated and communicated to management,including the Company’s Chief Executive Officer (the “CEO”) and Chief FinancialOfficer (the “CFO”), as appropriate, to allow timely decisions regardingrequired disclosure.  In designing andevaluating the disclosure controls and procedures, management recognized thatcontrols and procedures, no matter how well designed and operated, can provide onlyreasonable assurance of achieving the desired control objectives, as theCompany’s are designed to do, and management necessarily was required to applyits judgment in evaluating the cost-benefit relationship of possible controlsand procedures.

 

Inconnection with the preparation of the Company’s Quarterly Report on Form 10-Qfor the fiscal quarter ended September 28, 2005, the Company performed anevaluation under the supervision and with the participation of the Company’smanagement, including the CEO and CFO, of the effectiveness of the design andoperation of the Company’s disclosure controls and procedures (as defined inRule 13a-15(e) under the Exchange Act).  In performing this evaluation, managementbecame aware of errors in its detailed property and equipment records.  These errors involved the calculation ofdepreciation expense on multiple property records and the related impact onincome taxes during the Relevant Period.

 

Subsequentto the discovery of these errors, management conducted an investigationconcerningthe extent andmagnitude of these errors.  As a resultof this inquiry, on January 12, 2006 the Audit Committee and managementconcluded that: (1) the Company’s depreciation and income tax expenseaccounting practices were not appropriate as of March 30, 2005; (2) aggregateadditional depreciation expense of approximately $3.5 million needed to berecorded in its financial statements for the Relevant Period, and incometax expense was not properly adjusted in theInitial Restatement, and therefore, its financial statements relating to theRelevant Period were required to be restated; and (3) the Company needed toamend the Subject Filings and restate the financial statements containedtherein and reflect the proper recording of depreciation and income tax expensefor the periods reported therein (collectively, the “Subject FinancialStatements”).  See Note 3 of Notes toCondensed Consolidated Financial Statements. Based on the determination the Company’s depreciation and income taxexpense accounting practices were not appropriate as of March 30, 2005, theCompany’s CEO and CFO concluded that the Company’s disclosure controls andprocedures were not effective as of that date.

 

*Internal Control Over Financial Reporting*.  Based on the definition of “materialweakness” in the Public Company Accounting Oversight Board’s Auditing StandardNo. 2, (*An Audit of Internal ControlOver Financial Reporting Performed in Conjunction With an Audit of FinancialStatements*), restatement of the Subject Financial Statements is astrong indicator of the existence of a “material weakness” in the design oroperation of internal control over financial reporting.  Based on the evaluation of the Company’scontrols and procedures, management concluded a material weakness existed inthe Company’s internal control over financial reporting as it related to itsdepreciation expense accounting practices, and disclosed this to the AuditCommittee and to the Company’s independent registered public accountants.

 

*Remediation Steps to Address Material Weakness*.  To remediate the material weakness inthe Company’s internal control over financial reporting, the Company hasreperformed all of the necessary calculations and added sufficient review andapproval procedures to assure management the material weakness has beencorrected.

 

*Change in Internal Control Over Financial Reporting*.  Inconnection with preparation of the Company’s Original 2004 10-K, and inlight of the restatement of all financial statements for all periods prior toSeptember 29, 2004 discussed in Note 3 of Notes to Condensed ConsolidatedFinancial Statements included in the Original 2004 10-K, theCompany concluded a material weakness existed in the Company’s internalcontrol over financial reporting as it related to it lease accounting and leasedepreciation practices.  In March 2005, a review of lease accountingpractices was completed and additional controls over lease accounting and leasedepreciation practices were implemented.  There were no other changes inthe Company’s internal control over financial reporting that occurred duringthe Company’s first fiscal quarter of 2005 that materially affected, or arereasonably likely to materially affect, the Company’s internal control overfinancial reporting.  The Company did,however, make changes to its internal control over financial reporting in thefirst fiscal quarter of 2006, by making the changes to its depreciation andincome tax expense accounting practices set forth above.

 

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PART II:OTHER INFORMATION

 

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 (*).   |

 

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(*)    —   Included with thisreport.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned thereunto duly authorized.

 

 
|                   | BERTUCCI’S CORPORATION |
|------------------------|-----------------------------|
|                   | (Registrant)                |
|                   |                        |   |
| Date: January 19, 2006 | By:                         | /s/ Stephen V. Clark |   |
|                   |                        | Chief Executive Officer and Director |
|                   |                        |   |
|                   |                        |   |
| Date: January 19, 2006 | By:                         | /s/ David G. Lloyd |   |
|                   |                        | President, Chief Financial Officer and Director |
|                        |                             |  |  |  |

 

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