##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



---

FORM 10-Q



---



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

For the quarterly period ended September 30, 2007

OR



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

For the transition period from  to

Commission file number 1-12692



---

MORTONS RESTAURANT GROUP,
INC.

(Exact name of registrant as specified in its charter)



---



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 13-3490149                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. employer identification no.)



|                                                       |  |           
|------------------------------------------------------ |  | ----------
|325 North LaSalle Street, Suite 500, Chicago, Illinois |  | 60610     
|(Address of principal executive offices)               |  | (Zip code)

312-923-0030

(Registrants telephone number, including area code)



---

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x or No ̈.

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 ̈Accelerated filer ̈Non- accelerated
filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes ̈or No  x.

As of October 22, 2007, the registrant had 17,379,915 shares of its Common Stock, $0.01 par value, outstanding.



---



---

##### Table of Contents

MORTONS RESTAURANT GROUP, INC. AND SUBSIDIARIES

INDEX



|                                                                                                                                  |  |     
|--------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                  |  | Page
|Part IFinancial Information                                                                                                      |  |     
|                                                                                                                                  | 
|Item 1. Financial Statements                                                                                                      |  | 3   
|                                                                                                                                  | 
|Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006unaudited                                              |  | 3   
|                                                                                                                                  | 
|Consolidated Statements of Operations for the three and nine month periods ended September 30, 2007 and October 1, 2006unaudited |  | 5   
|                                                                                                                                  | 
|Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2007 and October 1, 2006unaudited           |  | 6   
|                                                                                                                                  | 
|Notes to Unaudited Consolidated Financial Statements                                                                              |  | 7   
|                                                                                                                                  | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations                                     |  | 14  
|                                                                                                                                  | 
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                                                                |  | 20  
|                                                                                                                                  | 
|Item 4. Controls and Procedures                                                                                                   |  | 21  
|                                                                                                                                  | 
|Part IIOther Information                                                                                                         |  |     
|                                                                                                                                  | 
|Item 1. Legal Proceedings                                                                                                         |  | 22  
|                                                                                                                                  | 
|Item 1A. Risk Factors                                                                                                             |  | 23  
|                                                                                                                                  | 
|Item 6. Exhibits                                                                                                                  |  | 23  
|                                                                                                                                  | 
|Signatures                                                                                                                        |  | 24  



2



---

##### Table of Contents

Part IFinancial Information



|Item 1. | Financial Statements
|------- | --------------------

MORTONS RESTAURANT GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(amounts in thousands)



|                                               |  |                    |         |                  |   |        
|---------------------------------------------- |  | ------------------ | ------- | ---------------- | - | -------
|                                               |  | September 30, 2007 |         | December 31,2006
|                                               |  | (unaudited)       
|Assets                                         |  |                    |         |                  |   |        
|Current assets:                                |  |                    |         |                  |   |        
|Cash and cash equivalents                      |  | $                  | 4,283   |                  | $ | 6,261  
|Accounts receivable                            |  |                    | 6,361   |                  |   | 6,317  
|Inventories                                    |  |                    | 11,115  |                  |   | 11,764 
|Prepaid expenses and other current assets      |  |                    | 7,797   |                  |   | 8,688  
|Deferred income taxes, net                     |  |                    | 10,603  |                  |   | 11,449 
|                                               |  |                    |         |                  |   |        
|Total current assets                           |  |                    | 40,159  |                  |   | 44,479 
|                                               |  |                    |         |                  |   |        
|Property and equipment, at cost:               |  |                    |         |                  |   |        
|Furniture, fixtures and equipment              |  |                    | 31,439  |                  |   | 25,716 
|Buildings and leasehold improvements           |  |                    | 95,144  |                  |   | 74,150 
|Land                                           |  |                    | 8,474   |                  |   | 8,474  
|Construction in progress                       |  |                    | 9,867   |                  |   | 9,226  
|                                               |  |                    |         |                  |   |        
|                                               |  |                    | 144,924 |                  |   | 117,566
|Less accumulated depreciation and amortization |  |                    | 34,251  |                  |   | 26,696 
|                                               |  |                    |         |                  |   |        
|Net property and equipment                     |  |                    | 110,673 |                  |   | 90,870 
|                                               |  |                    |         |                  |   |        
|Intangible asset                               |  |                    | 92,000  |                  |   | 92,000 
|Goodwill                                       |  |                    | 59,158  |                  |   | 59,167 
|Other assets and deferred expenses, net        |  |                    | 5,411   |                  |   | 5,159  
|                                               |  |                    |         |                  |   |        
|                                               |  | $                  | 307,401 |                  | $ | 291,675
|                                               |  |                    |         |                  |   |        



3



---

##### Table of Contents

MORTONS RESTAURANT GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets, Continued

(amounts in thousands, except share and per share amounts)



|                                                                                                                                                                                             |  |                    |         |   |                  |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                                             |  | September 30, 2007 |         |   | December 31,2006 |  
|                                                                                                                                                                                             |  | (unaudited)        |        
|Liabilities and Stockholders Equity                                                                                                                                                         |  |                    |         |   |                  |   |         |  
|Current liabilities:                                                                                                                                                                         |  |                    |         |   |                  |   |         |  
|Accounts payable                                                                                                                                                                             |  | $                  | 9,934   |   |                  | $ | 9,065   |  
|Accrued expenses, including deferred revenue from gift certificates and gift cards of $17,001 and $21,254, respectively                                                                      |  |                    | 41,027  |   |                  |   | 48,657  |  
|Current portion of obligation to financial institution                                                                                                                                       |  |                    | 133     |   |                  |   | 124     |  
|Accrued income taxes                                                                                                                                                                         |  |                    | 636     |   |                  |   | 1,161   |  
|                                                                                                                                                                                             |  |                    |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                                                    |  |                    | 51,730  |   |                  |   | 59,007  |  
|                                                                                                                                                                                             |  |                    |         |   |                  |   |         |  
|Borrowings under senior revolving credit facility                                                                                                                                            |  |                    | 54,800  |   |                  |   | 43,800  |  
|Obligation to financial institution, less current maturities                                                                                                                                 |  |                    | 3,241   |   |                  |   | 3,343   |  
|Deferred income taxes, net                                                                                                                                                                   |  |                    | 16,272  |   |                  |   | 16,272  |  
|Other liabilities                                                                                                                                                                            |  |                    | 29,908  |   |                  |   | 25,429  |  
|                                                                                                                                                                                             |  |                    |         |   |                  |   |         |  
|Total liabilities                                                                                                                                                                            |  |                    | 155,951 |   |                  |   | 147,851 |  
|                                                                                                                                                                                             |  |                    |         |   |                  |   |         |  
|Commitments and contingencies                                                                                                                                                                |  |                    |         |   |                  |   |         |  
|                                                                                                                                                                                             |  |                   
|Stockholders equity:                                                                                                                                                                        |  |                    |         |   |                  |   |         |  
|Preferred stock, $0.01 par value per share. 30,000,000 shares authorized, none issued at September 30, 2007 and December 31, 2006                                                            |  |                    |        |   |                  |   |        |  
|Common stock, $0.01 par value per share. 100,000,000 shares authorized and 16,936,969 and 16,900,450 shares issued and outstanding at
September 30, 2007 and December 31, 2006, respectively |  |                    | 169     |   |                  |   | 169     |  
|Additional paid-in capital                                                                                                                                                                   |  |                    | 165,578 |   |                  |   | 164,631 |  
|Accumulated other comprehensive income                                                                                                                                                       |  |                    | 123     |   |                  |   | 4       |  
|Accumulated deficit                                                                                                                                                                          |  |                    | (14,420 | ) |                  |   | (20,980 | )
|                                                                                                                                                                                             |  |                    |         |   |                  |   |         |  
|Total stockholders equity                                                                                                                                                                   |  |                    | 151,450 |   |                  |   | 143,824 |  
|                                                                                                                                                                                             |  |                    |         |   |                  |   |         |  
|                                                                                                                                                                                             |  | $                  | 307,401 |   |                  | $ | 291,675 |  
|                                                                                                                                                                                             |  |                    |         |   |                  |   |         |  

See accompanying notes to unaudited consolidated financial statements.



4



---

##### Table of Contents

MORTONS RESTAURANT GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(amounts in thousands, except share and per share amounts)



|                                                                   |  |                           |            |   |                          |   |            |                   |  |                |            |  |   |            |  
|------------------------------------------------------------------ |  | ------------------------- | ---------- | - | ------------------------ | - | ---------- | ----------------- |  | -------------- | ---------- |  | - | ---------- | -
|                                                                   |  | Three month periods ended |            |   | Nine month periods ended |  
|                                                                   |  | September 30, 2007        |            |   | October 1,2006           |   |            | September 30,2007 |  | October 1,2006 |           
|                                                                   |  | (unaudited)               |           
|Revenues                                                           |  | $                         | 78,872     |   |                          | $ | 70,048     |                   |  | $              | 253,372    |  | $ | 231,118    |  
|Food and beverage costs                                            |  |                           | 26,240     |   |                          |   | 23,359     |                   |  |                | 84,748     |  |   | 76,388     |  
|Restaurant operating expenses                                      |  |                           | 39,856     |   |                          |   | 36,116     |                   |  |                | 121,748    |  |   | 111,390    |  
|Pre-opening costs                                                  |  |                           | 1,823      |   |                          |   | 1,039      |                   |  |                | 3,638      |  |   | 1,971      |  
|Depreciation and amortization                                      |  |                           | 2,733      |   |                          |   | 1,980      |                   |  |                | 7,640      |  |   | 5,593      |  
|General and administrative expenses                                |  |                           | 6,472      |   |                          |   | 5,181      |                   |  |                | 17,852     |  |   | 16,412     |  
|Marketing and promotional expenses                                 |  |                           | 1,769      |   |                          |   | 1,255      |                   |  |                | 5,586      |  |   | 4,266      |  
|Stock compensation expense associated with initial public offering |  |                           |           |   |                          |   |           |                   |  |                |           |  |   | 488        |  
|Management fee paid to related party                               |  |                           |           |   |                          |   |           |                   |  |                |           |  |   | 390        |  
|                                                                   |  |                           |            |   |                          |   |            |                   |  |                |            |  |   |            |  
|Operating (loss) income                                            |  |                           | (21        | ) |                          |   | 1,118      |                   |  |                | 12,160     |  |   | 14,220     |  
|Costs associated with the repayment of certain debt                |  |                           |           |   |                          |   |           |                   |  |                |           |  |   | 28,003     |  
|Costs associated with the termination of management agreement      |  |                           |           |   |                          |   |           |                   |  |                |           |  |   | 8,400      |  
|Interest expense, net                                              |  |                           | 922        |   |                          |   | 952        |                   |  |                | 2,764      |  |   | 4,074      |  
|                                                                   |  |                           |            |   |                          |   |            |                   |  |                |            |  |   |            |  
|(Loss) income before income taxes                                  |  |                           | (943       | ) |                          |   | 166        |                   |  |                | 9,396      |  |   | (26,257    | )
|Income tax (benefit) expense                                       |  |                           | (207       | ) |                          |   | 264        |                   |  |                | 2,836      |  |   | (7,038     | )
|                                                                   |  |                           |            |   |                          |   |            |                   |  |                |            |  |   |            |  
|Net (loss) income                                                  |  | $                         | (736       | ) |                          | $ | (98        | )                 |  | $              | 6,560      |  | $ | (19,219    | )
|                                                                   |  |                           |            |   |                          |   |            |                   |  |                |            |  |   |            |  
|Net (loss) income per share                                        |  |                           |            |   |                          |   |            |                   |  |                |            |  |   |            |  
|Basic                                                              |  | $                         | (0.04      | ) |                          | $ | (0.01      | )                 |  | $              | 0.39       |  | $ | (1.21      | )
|Diluted                                                            |  | $                         | (0.04      | ) |                          | $ | (0.01      | )                 |  | $              | 0.39       |  | $ | (1.21      | )
|                                                                   |  |                           |            |  
|Shares used in computing net (loss) income per share               |  |                           |            |   |                          |   |            |                   |  |                |            |  |   |            |  
|Basic                                                              |  |                           | 16,936,908 |   |                          |   | 16,900,450 |                   |  |                | 16,930,239 |  |   | 15,865,532 |  
|Diluted                                                            |  |                           | 16,936,908 |   |                          |   | 16,900,450 |                   |  |                | 16,980,479 |  |   | 15,865,532 |  

See accompanying notes to unaudited consolidated financial statements.



5



---

##### Table of Contents

MORTONS RESTAURANT GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(amounts in thousands)



|                                                                                                                  |  |                          |         |   |                |   |          |  
|----------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | -------------- | - | -------- | -
|                                                                                                                  |  | Nine month periods ended |        
|                                                                                                                  |  | September 30,2007        |         |   | October 1,2006 |  
|                                                                                                                  |  | (unaudited)              |        
|Cash flows from operating activities:                                                                             |  |                          |         |   |                |   |          |  
|Net income (loss)                                                                                                 |  | $                        | 6,560   |   |                | $ | (19,219  | )
|Adjustments to reconcile net income (loss) to net cash provided by operating activities:                          |  |                          |         |   |                |   |          |  
|Depreciation, amortization and other non-cash charges                                                             |  |                          | 10,201  |   |                |   | 7,890    |  
|Gain on marketable securities                                                                                     |  |                          |        |   |                |   | (5       | )
|Pre-payment penalties associated with early repayment of 7.5% senior secured notes and 14.0% senior secured notes |  |                          |        |   |                |   | 20,833   |  
|Write-off of deferred financing costs                                                                             |  |                          |        |   |                |   | 5,951    |  
|Deferred income taxes                                                                                             |  |                          | 778     |   |                |   | (8,642   | )
|Change in assets and liabilities:                                                                                 |  |                          |         |   |                |   |          |  
|Accounts receivable                                                                                               |  |                          | (20     | ) |                |   | (401     | )
|Income tax receivable                                                                                             |  |                          |        |   |                |   | (235     | )
|Inventories                                                                                                       |  |                          | 705     |   |                |   | 168      |  
|Prepaid expenses and other assets                                                                                 |  |                          | 487     |   |                |   | (259     | )
|Accounts payable, accrued expenses and other liabilities                                                          |  |                          | (903    | ) |                |   | (1,985   | )
|Accrued income taxes                                                                                              |  |                          | (493    | ) |                |   | 864      |  
|                                                                                                                  |  |                          |         |   |                |   |          |  
|Net cash provided by operating activities                                                                         |  |                          | 17,315  |   |                |   | 4,960    |  
|                                                                                                                  |  |                          |         |   |                |   |          |  
|Cash flows from investing activities:                                                                             |  |                          |         |   |                |   |          |  
|Purchases of property and equipment                                                                               |  |                          | (30,061 | ) |                |   | (15,159  | )
|Proceeds from sale of marketable securities                                                                       |  |                          |        |   |                |   | 4,175    |  
|                                                                                                                  |  |                          |         |   |                |   |          |  
|Net cash used in investing activities                                                                             |  |                          | (30,061 | ) |                |   | (10,984  | )
|                                                                                                                  |  |                          |         |   |                |   |          |  
|Cash flows from financing activities:                                                                             |  |                          |         |   |                |   |          |  
|Borrowings under senior revolving credit facility                                                                 |  |                          | 11,000  |   |                |   | 66,500   |  
|Payments made under senior revolving credit facility                                                              |  |                          |        |   |                |   | (17,200  | )
|Repayment of 7.5% senior secured notes, including prepayment penalty                                              |  |                          |        |   |                |   | (105,317 | )
|Repayment of 14.0% senior secured notes, including prepayment penalty                                             |  |                          |        |   |                |   | (56,765  | )
|Proceeds from issuance of common stock, net of offering costs                                                     |  |                          |        |   |                |   | 103,711  |  
|Restricted stock cancelled for employee minimum income taxes                                                      |  |                          | (202    | ) |                |   |         |  
|Tax benefit related to restricted shares vested                                                                   |  |                          | 58      |   |                |   |         |  
|Principal reduction on obligation to financial institution                                                        |  |                          | (93     | ) |                |   | (85      | )
|Payment of deferred financing costs                                                                               |  |                          |        |   |                |   | (1,076   | )
|                                                                                                                  |  |                          |         |   |                |   |          |  
|Net cash provided by (used in) financing activities                                                               |  |                          | 10,763  |   |                |   | (10,232  | )
|                                                                                                                  |  |                          |         |   |                |   |          |  
|Effect of exchange rate changes on cash                                                                           |  |                          | 5       |   |                |   | (369     | )
|                                                                                                                  |  |                          |         |   |                |   |          |  
|Net decrease in cash and cash equivalents                                                                         |  |                          | (1,978  | ) |                |   | (16,625  | )
|Cash and cash equivalents at beginning of period                                                                  |  |                          | 6,261   |   |                |   | 19,456   |  
|                                                                                                                  |  |                          |         |   |                |   |          |  
|Cash and cash equivalents at end of period                                                                        |  | $                        | 4,283   |   |                | $ | 2,831    |  
|                                                                                                                  |  |                          |         |   |                |   |          |  

See accompanying notes to unaudited consolidated financial statements.



6



---

##### Table of Contents

MORTONS RESTAURANT GROUP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

September 30, 2007 and October 1, 2006

1) Basis of Presentation

The accompanying unaudited consolidated financial statements of Mortons Restaurant Group,
Inc. and its subsidiaries (the Company, we, us and our) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim
financial information and with the instructions to Form 10-Q. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Companys Annual Report
on Form 10-K for the fiscal year ended December 31, 2006.

The accompanying consolidated financial statements are unaudited and
include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair presentation of its financial position and results of operations for the interim periods presented. The results of
operations for the interim periods are not necessarily indicative of the results that may be expected for the full year.

The preparation
of financial statements in accordance with GAAP requires management of the Company to make estimates and assumptions relating to the amount of assets, liabilities, revenues and expenses reported during the period. Actual results could differ from
those estimates.

Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

The Company uses a 52/53 week fiscal year which ends on the Sunday closest to January 1. Approximately every six or seven years, a 53rd week is
added.

Mortons Restaurant Group, Inc. (MRG) was incorporated as a Delaware corporation on October 3, 1988 and until
February 14, 2006 was a wholly-owned subsidiary of Mortons Holding Company, Inc. (MHCI), which was incorporated as a Delaware corporation on March 10, 2004 and became the direct parent of the Company on June 4, 2004.
MHCI was a wholly-owned subsidiary of Mortons Holdings, LLC (MHLLC), a Delaware limited liability company which was formed on April 4, 2002. On February 14, 2006, MHCI was merged with and into MRG, with MRG as the
surviving corporation. In accordance with Financial Accounting Standards Boards (FASB) Statement of Financial Accounting Standard (SFAS) No. 141, Business Combinations, this transaction
represented a merger of entities under common control and accordingly MRG recognized the assets and liabilities transferred at their carrying amounts. Additionally, in accordance with SFAS No. 141, these financial statements are presented as if
MHCI was merged with and into MRG at the beginning of fiscal 2006. MHCI was a holding company with no independent operations. MHCIs only significant assets, other than its investment in MRG, were a deferred tax asset and deferred financing
fees associated with its 14.0% senior secured notes, which were MHCIs only significant liability. In February 2006, the Company and certain selling stockholders completed an initial public offering (IPO) of 6,000,000 and 3,465,000
shares of common stock, respectively, at $17.00 per share. In March 2006, the underwriters exercised the over-allotment option to purchase 801,950 additional shares of common stock from the Company at $17.00 per share.



7



---

##### Table of Contents

2) Statements of Cash Flows

For the purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company paid
interest of approximately $2,561,000 (which includes capitalized interest of approximately $242,000) and $2,964,000 (which includes capitalized interest of approximately $67,000), and income taxes, net of refunds, of approximately $2,457,000 and
$965,000, for the nine month periods ended September 30, 2007 and October 1, 2006, respectively.

3) Income Taxes

The Companys effective income tax rate was 30.2% for the nine month period ended September 30, 2007 compared with 26.8% for the nine month
period ended October 1, 2006. The tax rate for the nine month period ended September 30, 2007 reflects the Companys estimated annual effective tax rate for fiscal 2007. This rate differs from the statutory rate due to the
establishment of deferred tax assets relating to FICA and other tax credits, state and local taxes and the status of foreign subsidiaries.

Income taxes are accounted for in accordance with SFAS No. 109, Accounting for Income Taxes, which requires that deferred tax assets and liabilities be recorded based on differences between financial reporting and
tax bases of assets and liabilities and are measured using enacted tax laws and rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation
allowance is provided on deferred tax assets if it is determined that it is more likely than not that the asset will not be realized. In July 2006, the FASB issued FASB Interpretation No. (FIN) 48, Accounting for
Uncertainty in Income Taxesan interpretation of FASB Statement No. 109, which clarifies the accounting and disclosure for uncertain tax positions. This interpretation is effective for fiscal years beginning after
December 15, 2006 and the Company has implemented this interpretation as of January 1, 2007. Previously, the Company had accounted for uncertain tax positions in accordance with SFAS No. 5, Accounting for Contingencies.The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax
examinations by tax authorities for years before 2004.

When the tax law requires interest and penalties to be paid on an underpayment of
income taxes, the Company has recognized this expense, which is classified as tax expense in the consolidated statements of operations, in the first period the interest would begin accruing according to the provisions of the relevant tax law. This
classification has been consistent in the Companys previous annual and quarterly filings. The amount of interest expense to be recognized is computed by applying the applicable statutory rate of interest to the difference between the tax
position recognized in accordance with this interpretation and the amount previously taken or expected to be taken in a tax return.

Prior
to the implementation of FIN 48, the Company had recorded reserves for uncertain tax positions that may become payable in future years as a result of examinations by tax authorities. At the adoption date, the Company applied FIN 48 to all tax
positions for which the statute of limitations remained open. As a result of the implementation of FIN 48, the Company has determined that its accounting for uncertain tax positions is consistent with its previously recorded contingencies. The
amount of unrecognized tax benefits and the related interest and penalties as of September 30, 2007 is not material to the Companys consolidated financial statements. The Companys tax contingency reserves are reviewed periodically
and are adjusted as events occur that affect the estimated liability for additional taxes, such as the lapsing of applicable statutes of limitations, the conclusion of tax audits, the measurement of additional estimated liabilities based on current
calculations, the identification of new tax contingencies, the release of administrative tax guidance affecting the Companys estimates of tax liabilities, or the rendering of court decisions affecting its estimates of tax liabilities.



8



---

##### Table of Contents

4) Net (Loss) Income per Share

In connection with the IPO, the Company effected a 10,098.5 for one stock split on February 6, 2006. Accordingly, all references to number of shares in the consolidated financial statements and accompanying notes
for periods prior to February 6, 2006 have been adjusted to reflect the 10,098.5 for one stock split.

The shares outstanding prior to
the IPO, 10,098,500 shares as adjusted for the stock split, include all shares issuable for no consideration to employees who were granted MHLLC common units pursuant to employee subscription agreements. (See Note 6).

The Company computes net income (loss) per common share in accordance with SFAS No. 128, Earnings per Share. Basic and diluted
net income (loss) per share have been computed by dividing net income (loss) by the shares outstanding as adjusted for the 10,098.5 for one stock split. In accordance with SFAS No. 128, diluted net income per common share reflects the potential
dilution from unvested restricted stock awards. In periods where losses are recorded, potentially dilutive securities would decrease the loss per common share and therefore are not added to the weighted average number of common shares outstanding.
The following table sets forth the computation of basic and diluted net (loss) income per share (amounts in thousands, except share and per share amounts):



|                                                             |  |                           |            |   |                          |   |            |                    |  |                |            |  |   |            |  
|------------------------------------------------------------ |  | ------------------------- | ---------- | - | ------------------------ | - | ---------- | ------------------ |  | -------------- | ---------- |  | - | ---------- | -
|                                                             |  | Three month periods ended |            |   | Nine month periods ended |  
|                                                             |  | September 30,2007         |            |   | October 1,2006           |   |            | September 30, 2007 |  | October 1,2006 |           
|Net (loss) income available to common stockholders           |  | $                         | (736       | ) |                          | $ | (98        | )                  |  | $              | 6,560      |  | $ | (19,219    | )
|                                                             |  |                           |            |   |                          |   |            |                    |  |                |            |  |   |            |  
|Shares:                                                      |  |                           |            |   |                          |   |            |                    |  |                |            |  |   |            |  
|Weighted average number of basic common shares outstanding   |  |                           | 16,936,908 |   |                          |   | 16,900,450 |                    |  |                | 16,930,239 |  |   | 15,865,532 |  
|Dilutive potential common shares                             |  |                           |           |   |                          |   |           |                    |  |                | 50,240     |  |   |           |  
|                                                             |  |                           |            |   |                          |   |            |                    |  |                |            |  |   |            |  
|Weighted average number of diluted common shares outstanding |  |                           | 16,936,908 |   |                          |   | 16,900,450 |                    |  |                | 16,980,479 |  |   | 15,865,532 |  
|                                                             |  |                           |            |   |                          |   |            |                    |  |                |            |  |   |            |  
|Basic net (loss) income per share                            |  | $                         | (0.04      | ) |                          | $ | (0.01      | )                  |  | $              | 0.39       |  | $ | (1.21      | )
|Diluted net (loss) income per share                          |  | $                         | (0.04      | ) |                          | $ | (0.01      | )                  |  | $              | 0.39       |  | $ | (1.21      | )



9



---

##### Table of Contents

5) Comprehensive Income (Loss)

The components of comprehensive income (loss) for the nine month periods ended September 30, 2007 and October 1, 2006 are as follows (amounts in thousands):



|                                   |  |                          |       |                |   |         |  
|---------------------------------- |  | ------------------------ | ----- | -------------- | - | ------- | -
|                                   |  | Nine month periods ended |      
|                                   |  | September 30,2007        |       | October 1,2006 |  
|Net income (loss)                  |  | $                        | 6,560 |                | $ | (19,219 | )
|Other comprehensive income (loss): |  |                          |       |                |   |         |  
|Foreign currency translation       |  |                          | 119   |                |   | (318    | )
|                                   |  |                          |       |                |   |         |  
|Total comprehensive income (loss)  |  | $                        | 6,679 |                | $ | (19,537 | )
|                                   |  |                          |       |                |   |         |  

6) Stock Based Compensation

Equity Incentive Plan

Prior to the IPO, the Company adopted the 2006 Mortons Restaurant Group,
Inc. Stock Incentive Plan (the equity incentive plan). The equity incentive plan provides for the grant of stock options and stock appreciation rights and for awards of shares, restricted shares, restricted stock units and other
equity-based awards to employees, officers, directors or consultants. As of September 30, 2007, the aggregate number of shares of the Companys common stock that was approved under the equity incentive plan was 1,789,000 shares. If an
award granted under the equity incentive plan terminates, lapses or is forfeited before the vesting of the related shares, those shares will again be available to be granted. On February 9, 2006, prior to and in connection with the IPO, the
Company granted and issued 241,500 shares of restricted stock to certain of its employees and directors pursuant to the equity incentive plan. On July 25, 2006, October 17, 2006, January 31, 2007, May 10, 2007 and
July 24, 2007, the Company granted and issued 2,100 shares, 8,350 shares, 245,300 shares, 2,900 shares and 3,200 shares, respectively, of restricted stock to certain of its employees pursuant to the equity incentive plan. The weighted average
grant date price for fiscal 2006 and fiscal 2007 grants were $16.96 and $18.67, respectively.

Activity relating to the equity incentive
plan was as follows:



|                                                               |  |         |  
|-------------------------------------------------------------- |  | ------- | -
|Unvested restricted stock outstanding as of January 1, 2006    |  |        |  
|Granted                                                        |  | 251,950 |  
|Vested                                                         |  |        |  
|Forfeited by termination                                       |  | (8,750  | )
|                                                               |  |         |  
|Unvested restricted stock outstanding as of December 31, 2006  |  | 243,200 |  
|Granted                                                        |  | 251,400 |  
|Vested                                                         |  | (46,670 | )
|Forfeited by termination                                       |  | (4,500  | )
|                                                               |  |         |  
|Unvested restricted stock outstanding as of September 30, 2007 |  | 443,430 |  
|                                                               |  |         |  

As of September 30, 2007, there were 1,298,900 shares available for grant. In connection with
the vesting of shares on February 9, 2007 and July 25, 2007, 10,151 shares of the 46,670 shares vested were forfeited at the election of certain employees in lieu of paying employee minimum income taxes in cash. Such forfeited shares were
cancelled by the Company.

Effective January 2, 2006, the Company adopted the provisions of SFAS No. 123(R), Share-Based
Payments, which establishes the accounting for employee stock-based awards. Under the provisions of SFAS No. 123(R), stock-based compensation is measured at the grant date, based on the calculated fair value of the award, and is
recognized as an expense over the requisite employee service period (generally the vesting period of the grant).



10



---

##### Table of Contents

The Company recognized stock-based compensation for awards issued under the equity incentive plan in the
following line items in the consolidated statements of operations (amounts in thousands):



|                                                           |  |                           |      |   |                          |   |     |                   |  |   |                |   |  |   |      |  
|---------------------------------------------------------- |  | ------------------------- | ---- | - | ------------------------ | - | --- | ----------------- |  | - | -------------- | - |  | - | ---- | -
|                                                           |  | Three month periods ended |      |   | Nine month periods ended |  
|                                                           |  | September 30,2007         |      |   | October 1,2006           |   |     | September 30,2007 |  |   | October 1,2006 |  
|Restaurant operating expenses                              |  | $                         | 81   |   |                          | $ | 40  |                   |  | $ | 235            |   |  | $ | 101  |  
|General and administrative expenses                        |  |                           | 310  |   |                          |   | 144 |                   |  |   | 897            |   |  |   | 370  |  
|Marketing and promotional expenses                         |  |                           | 12   |   |                          |   | 6   |                   |  |   | 36             |   |  |   | 16   |  
|                                                           |  |                           |      |   |                          |   |     |                   |  |   |                |   |  |   |      |  
|Stock-based compensation expense before income tax benefit |  |                           | 403  |   |                          |   | 190 |                   |  |   | 1,168          |   |  |   | 487  |  
|Income tax benefit                                         |  |                           | (150 | ) |                          |   | (72 | )                 |  |   | (433           | ) |  |   | (185 | )
|                                                           |  |                           |      |   |                          |   |     |                   |  |   |                |   |  |   |      |  
|Net compensation expense                                   |  | $                         | 253  |   |                          | $ | 118 |                   |  | $ | 735            |   |  | $ | 302  |  
|                                                           |  |                           |      |   |                          |   |     |                   |  |   |                |   |  |   |      |  

Stock-based compensation expense, net of related income taxes, resulted in an increase of $0.01 in
both basic and diluted net loss per share for the three month period ended September 30, 2007. Stock-based compensation expense, net of related income taxes, resulted in a decrease of $0.04 in both basic and diluted net income per share for the
nine month period ended September 30, 2007. Stock-based compensation expense, net of related income taxes, resulted in an increase of $0.01 in both basic and diluted net loss per share for the three month period ended October 1, 2006.
Stock-based compensation expense, net of related income taxes, resulted in an increase of $0.02 in both basic and diluted net loss per share for the nine month period ended October 1, 2006.

As of September 30, 2007, total remaining unrecognized compensation expense related to unvested stock-based payment awards, net of estimated
forfeitures, was $6,304,000. This cost will be recognized over a five year vesting period from the applicable grant date.

Employee
Subscription Agreements

In prior years, certain of the Companys executives and other employees were granted common units of
MHLLC, which represented an ownership interest in MHLLC, pursuant to employee subscription agreements. Common units granted to an employee pursuant to employee subscription agreements were granted at no cost to the employee. These common units were
subject to vesting. Fifty percent of the granted common units were time-vesting common units and vested upon certain dates if the employee was employed as of such date. However, if the employee had been continuously employed by the Company from the
date of grant to the date of a change of control, any unvested time vesting units immediately vested simultaneously with the consummation of the change of control.

In addition, fifty percent of the granted common units vested upon certain change of control or liquidation events if the employee was employed as of such date. In February 2006, the unvested 994,733 MHLLC common
units vested prior to the IPO. In connection with the vesting of the 994,733 MHLLC common units, the Company recorded compensation expense of approximately $488,000 during February 2006. The MHLLC common units entitled the holder thereof to receive
shares of the Companys common stock in a distribution by MHLLC that was effected prior to the IPO. The distribution of shares of the Companys common stock to the holders of the MHLLC common units was made using outstanding shares of the
Companys common stock that were owned by MHLLC and therefore did not involve the issuance of new shares of the Companys common stock. Employees received one share of the Companys common stock for approximately 2.7 MHLLC common
units held by them.



11



---

##### Table of Contents

7) Financial Information about Geographic Areas

(Loss) income before income taxes for the Companys domestic and foreign operations are as follows (amounts in thousands):



|         |  |                           |      |   |                          |   |      |                   |  |                |       |  |   |         |  
|-------- |  | ------------------------- | ---- | - | ------------------------ | - | ---- | ----------------- |  | -------------- | ----- |  | - | ------- | -
|         |  | Three month periods ended |      |   | Nine month periods ended |  
|         |  | September 30, 2007        |      |   | October 1,2006           |   |      | September 30,2007 |  | October 1,2006 |      
|Domestic |  | $                         | (582 | ) |                          | $ | (686 | )                 |  | $              | 7,715 |  | $ | (28,979 | )
|Foreign  |  |                           | (361 | ) |                          |   | 852  |                   |  |                | 1,681 |  |   | 2,722   |  
|         |  |                           |      |   |                          |   |      |                   |  |                |       |  |   |         |  
|Total    |  | $                         | (943 | ) |                          | $ | 166  |                   |  | $              | 9,396 |  | $ | (26,257 | )
|         |  |                           |      |   |                          |   |      |                   |  |                |       |  |   |         |  

8) Restaurant Activity

During February 2007 and August 2007, new Mortons steakhouses were opened in San Jose, California and Macau, China, respectively. During August 2007, the Mortons steakhouse in Cincinnati, Ohio was
relocated. During October 2007, a new Mortons steakhouse was opened in Annapolis, Maryland. With the exception of the Mortons steakhouse in New Orleans, which was temporarily closed from August 28, 2005 until January 12, 2006
due to the effects of Hurricane Katrina and the relocation of the Mortons steakhouse in Cincinnati, which was temporarily closed from July 28, 2007 until August 6, 2007, no Mortons steakhouses were closed during the nine month
periods ended September 30, 2007 and October 1, 2006.

The Company has entered into leases to open new Mortons steakhouses
in Boston (Seaport District), MA; Coral Gables, FL; Kansas City (Overland Park/Leawood), KS; Naperville, IL and Woodland Hills, CA.

During
January 2006, the Company signed a new long-term lease with respect to its then-existing Bertolinis restaurant located at the Fountain of Gods at the Forum Shops at Caesars Palace in Las Vegas, Nevada. In conjunction with the new lease, the
Bertolinis restaurant was closed on September 15, 2006 for renovations and replaced by Trevi, a new Italian restaurant that opened at this location on February 2, 2007. During the construction period, the Company incurred rent
expense, utility expense and other fixed costs and construction costs with respect to the lease of this restaurant and it also lost the revenues that would have been generated had the existing restaurant remained open, all of which adversely
affected its results of operations. During the nine month period ended September 30, 2007, the Company incurred pre-opening expenses and other fixed costs of approximately $421,000 relating to this new lease. There were no comparable costs
recorded during the nine month period ended October 1, 2006.

9) Legal Matters and Contingencies

Since August 2002, a number of the Companys current and former employees in New York, Massachusetts and Florida have initiated arbitrations with the
American Arbitration Association in their respective states alleging that the Company has violated state (Massachusetts arbitration), state and federal (New York arbitrations) and federal (Florida arbitrations) wage and hour laws regarding the
sharing of tips with other employees. The Florida case is proceeding as a collective action with approximately 20 claimants. There are 14 additional claimants from the Boca Raton and North Miami restaurants who will either join the original action
or proceed in a separate arbitration. There are two group arbitrations pending in New York. In the first, the arbitrator has permitted the approximately 88 claimants to consolidate their arbitrations into one action and proceed as a collective
action. The arbitrator has rendered a decision that the wage and hour laws have been willfully violated, but there has been no determination as to damages. The arbitrator has made an interim award of attorneys fee and costs of approximately
$843,000. The Company has moved to vacate the liability decision and is moving to vacate the interim attorney award. At this time, it is not possible to predict the outcome of the motion to vacate. The claimants in New York are seeking an



12



---

##### Table of Contents

aggregate of approximately $1,700,000 in damages, exclusive of liquidated damages and interest, and $1,000,000 in attorneys fees. The second New York
arbitration was filed in October 2006 and contains similar allegations. There are four named claimants in this arbitration proceeding. The claimants seek to represent a class of current and former employees from the Mortons steakhouses in New
York, Midtown Manhattan and Great Neck, for a six year time period. In Massachusetts, the arbitrator has ruled that the claimants may proceed as a class, but to date, there are only three people in the class and the arbitrator has ruled that there
would be no automatic certification. The parties submitted legal briefs on the issue of class certification but no class action has been certified by the arbitrator. In general, the claimants are seeking restitution of tips, the difference between
the tip credit wage and the minimum wage, liquidated damages and attorneys fees and costs. The Company is contesting these matters vigorously. The claimants in Florida and Massachusetts have not stated the amount of damages sought and, at this
stage of the proceedings, it is not possible to state the estimated damages sought by the claimants.

In November 2004, current and former
employees of the Sacramento, California Mortons steakhouse commenced a state lawsuit in the Superior Court of the State of California, County of Sacramento, asserting individual, representative and class claims against the Sacramento
Mortons steakhouse and several other Mortons steakhouses. The plaintiffs asserted claims based on the Companys alleged failure to provide them with meal and rest periods, and for unlawful tip sharing and unfair competition. The
plaintiffs seek restitution of tips, meal period compensation and attorneys fees. Dismissals with prejudice for all defendants, except the Sacramento Mortons steakhouse, were granted. The claims against the Sacramento Mortons
steakhouse were moved to arbitration and have been resolved pending approval by the arbitrator.

In May 2005, a former employee of the
Boston, Massachusetts Mortons steakhouse filed a nationwide class action complaint in federal court in the United States District Court, District of Massachusetts, alleging that the sharing of tips with other restaurant employees violates the
Fair Labor Standards Act. The Company moved to dismiss the complaint and compel arbitration. While the motion was pending, the plaintiff filed a nationwide collective action demand for arbitration with the American Arbitration Association. The
demand for arbitration alleges the same facts as the lawsuit filed in federal court. The Companys motion to dismiss was granted and the matter is moving forward as an arbitration. On January 13, 2006, the original claimant sought to add a
second claimant, a former employee of the Portland and Phoenix restaurants. The arbitrator has ruled that a nationwide class, except for New York, Minnesota, Kentucky, California and Florida, could be certified and an additional class representative
could be added. The Company has moved to vacate this decision. The plaintiff has not stated the amount of damages sought and, at this stage of the proceedings, it is not possible to state the estimated damages sought by the plaintiff.

In March 2006, a former employee of the Burbank, California Mortons steakhouse filed a class and collective action in Superior Court in Los
Angeles, California alleging that the sharing of tips with other restaurant employees violates federal and state laws. The case was brought on behalf of all current and former California servers for a four-year period. The Company moved to dismiss
the action and its motion was granted. The plaintiff has appealed. The plaintiff has not stated the amount of damages sought and, at this stage of the proceedings, it is not possible to estimate the damages sought by the plaintiff, or what the
ultimate outcome of the appeal will be.

The Company is involved in various other claims and legal actions arising in the ordinary course
of business. The Company does not believe that the ultimate resolution of these actions will have a material adverse effect on the Companys financial condition. However, an adverse judgment by a court or arbitrator or a settlement could
adversely impact the Companys results of operations in any given period.



13



---

##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Results of Operations

Three Month Period Ended September 30, 2007 (13 weeks) compared to Three Month
Period Ended October 1, 2006 (13 weeks) and Nine Month Period Ended September 30, 2007 (39 weeks) compared to Nine Month Period Ended October 1, 2006 (39 weeks)

Our net loss increased $0.6 million to $0.7 million for the three month period ended September 30, 2007 from $0.1 million for the three month period
ended October 1, 2006. Our net income for the nine month period ended September 30, 2007 was $6.6 million compared to our net loss of $19.2 million for the nine month period ended October 1, 2006. The change is due in part to the
impact of new restaurants, net of the related food and beverage costs, as discussed below. In addition, during the nine month period ended October 1, 2006, in connection with our IPO, we incurred costs associated with the repayment of certain
debt and costs associated with the termination of our management agreement aggregating approximately $36.4 million. For purposes of this discussion, comparable restaurants refer to restaurants open for all of the nine month periods ended
September 30, 2007 and October 1, 2006.

Revenues increased $8.8 million, or 12.6%, to $78.9 million for the three month period
ended September 30, 2007 from $70.0 million for the three month period ended October 1, 2006. Revenues increased $4.4 million, or 6.9%, due to an increase in revenues from comparable restaurants. Revenues increased $4.1 million due to the
opening of six new restaurants (two in the nine month period ended September 30, 2007 and four in fiscal 2006). Revenues increased due to gift card breakage income of $0.2 million. There was no gift card breakage income recorded during the
three month period ended October 1, 2006. Revenues relating to our Italian restaurant in Las Vegas, Nevada, increased $0.1 million when comparing the three month period ended September 30, 2007 (restaurant was open 13 weeks) to the three
month period ended October 1, 2006 (restaurant was open 11 weeks). Our Italian restaurant in Las Vegas, Nevada was temporarily closed on September 15, 2006 for renovation of our Bertolinis restaurant and reopened as Trevi on
February 2, 2007. Average revenue per restaurant open all of either period being compared increased 9.0%. Average revenue per restaurant open all of either period being compared, excluding Trevi, increased 6.7%. Revenues for the three month
period ended September 30, 2007 also reflect the impact of aggregate menu price increases of approximately 2.0% in December 2006 and 2.0% in June 2007 and the impact of a menu price increase at our Bertolinis restaurants of approximately
2.0% in April 2007.

Revenues increased $22.3 million, or 9.6%, to $253.4 million for the nine month period ended September 30, 2007
from $231.1 million for the nine month period ended October 1, 2006. Revenues increased $13.8 million due to the opening of six new restaurants (two in the nine month period ended September 30, 2007 and four in fiscal 2006). Revenues
increased $8.0 million, or 3.6%, due to an increase in revenues from comparable restaurants. Revenues increased due to gift card breakage income of $1.3 million, including $0.7 million related to expired gift certificates, recorded during the three
month period ended April 1, 2007. There was no gift card breakage income recorded during the nine month period ended October 1, 2006. Revenues relating to the Mortons steakhouse in New Orleans, Louisiana, which was closed from
August 28, 2005 to January 12, 2006, increased $0.5 million. Revenues relating to our Italian restaurant in Las Vegas, Nevada decreased $1.3 million when comparing the nine month period ended September 30, 2007 (restaurant was open 34
weeks) to the nine month period ended October 1, 2006 (restaurant was open 37 weeks). Our Italian restaurant in Las Vegas, Nevada was temporarily closed on September 15, 2006 for renovation of our Bertolinis restaurant which reopened
as Trevi on February 2, 2007. Average revenue per restaurant open all of either period being compared increased 3.3%. Revenues for the nine month period ended September 30, 2007 also reflect the impact of aggregate menu price increases of
approximately 0.5% in February 2006, 0.5% in June 2006, 2.0% in December 2006 and 2.0% in June 2007 and the impact of a menu price increase at our Bertolinis restaurants of approximately 8.0% in February 2006 and 2.0% in April 2007.



14



---

##### Table of Contents

Percentage changes in restaurant revenues for the three and nine month periods ended September 30,
2007 versus the three and nine month periods ended October 1, 2006 for comparable restaurants were as follows:



|            |  |                                                                                                                               |    |  |                                                                                                                            |   
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------- | -- |  | -------------------------------------------------------------------------------------------------------------------------- | --
|            |  | Percentage Change Three month periodended September 30, 2007 (13 weeks) vs. Three monthperiod endedOctober 1, 2006 (13 weeks) |    |  | Percentage Change Nine month periodended September 30,2007 (39 weeks) vs. Nine monthperiod endedOctober 1, 2006 (39 weeks) |   
|Mortons    |  | 7.3                                                                                                                           | %  |  | 3.8                                                                                                                        | % 
|Bertolinis |  | (7.4                                                                                                                          | )% |  | (3.9                                                                                                                       | )%
|Total       |  | 6.9                                                                                                                           | %  |  | 3.6                                                                                                                        | % 

Food and beverage costs increased $2.9 million, or 12.3%, to $26.2 million for the three month
period ended September 30, 2007 from $23.4 million for the three month period ended October 1, 2006. These costs increased $8.4 million, or 10.9%, to $84.7 million for the nine month period ended September 30, 2007 from $76.4 million
for the nine month period ended October 1, 2006. These increases were primarily due to the opening of six additional restaurants (two in the nine month period ended September 30, 2007 and four in fiscal 2006). These costs as a percentage
of revenues remained consistent at 33.3% for the three month periods ended September 30, 2007 and October 1, 2006 and increased by 0.3% to 33.4% for the nine month period ended September 30, 2007 from 33.1% for the nine month period
ended October 1, 2006. This increase was due to higher food costs.

Restaurant operating expenses, which include labor, occupancy and
other operating expenses, increased $3.7 million, or 10.4%, to $39.9 million for the three month period ended September 30, 2007 from $36.1 million for the three month period ended October 1, 2006. These costs increased $10.4 million, or
9.3%, to $121.7 million for the nine month period ended September 30, 2007 from $111.4 million for the nine month period ended October 1, 2006. These increases were primarily due to increased wages and benefits as well as increased utility
costs and rent expense. Included in the three month periods ended September 30, 2007 and October 1, 2006 is non-cash rent recorded in accordance with SFAS No. 13 of $0.2 million and $0.2 million, respectively. Included in the nine
month periods ended September 30, 2007 and October 1, 2006 is non-cash rent recorded in accordance with SFAS No. 13 of $0.4 million and $0.8 million, respectively. During the three month period ended October 1, 2006, the Company
received and recorded a benefit in restaurant operating expenses in the accompanying consolidated statement of operations of approximately $0.4 million representing business interruption insurance recoveries related to the temporary closing of the
Mortons steakhouse in New Orleans. The Company also received insurance proceeds of approximately $0.2 million and $0.6 million during the three and nine month periods ending October 1, 2006, respectively, representing insurance recoveries
related to costs incurred from the temporary closing of the Mortons steakhouse in New Orleans. There were no comparable benefits recorded during the three and nine month periods ended September 30, 2007. Restaurant operating expenses as a
percentage of revenues decreased 1.1% to 50.5% for the three month period ended September 30, 2007 from 51.6% for the three month period ended October 1, 2006 and decreased 0.1% to 48.1% for the nine month period ended September 30,
2007 from 48.2% for the nine month period ended October 1, 2006.

Pre-opening costs increased $0.8 million to $1.8 million for the
three month period ended September 30, 2007 from $1.0 million for the three month period ended October 1, 2006. These costs increased $1.7



15



---

##### Table of Contents

million to $3.6 million for the nine month period ended September 30, 2007 from $2.0 million for the nine month period ended October 1, 2006. We
expense all costs incurred during restaurant start-up activities, including pre-opening costs, as incurred. The number of restaurants opened, the timing of restaurant openings and the costs per restaurant opened affected the amount of these costs.
Due to the timing and the concentration of new restaurant development, we incurred higher pre-opening costs in the third quarter of fiscal 2007.

Depreciation and amortization increased $0.8 million, or 38.0%, to $2.7 million for the three month period ended September 30, 2007 from $2.0 million for the three month period ended October 1, 2006. Depreciation and amortization
increased $2.0 million, or 36.6%, to $7.6 million for the nine month period ended September 30, 2007 from $5.6 million for the nine month period ended October 1, 2006. The increases in depreciation and amortization relate to new
restaurants and capital expenditures related to renovations to existing restaurants.

General and administrative expenses increased $1.3
million, or 24.9%, to $6.5 million for the three month period ended September 30, 2007 from $5.2 million for the three month period ended October 1, 2006. These costs as a percentage of revenues increased 0.8% to 8.2% for the three month
period ended September 30, 2007 from 7.4% for the three month period ended October 1, 2006. These increases were primarily due to increased salary, bonus, stock-based compensation and benefit costs as well as increased travel expenses.
General and administrative expenses increased $1.4 million, or 8.8%, to $17.9 million for the nine month period ended September 30, 2007 from $16.4 million for the nine month period ended October 1, 2006. This increase was primarily due to
increased salary, bonus, stock-based compensation and benefit costs. General and administrative expenses as a percentage of revenues remained consistent at 7.1% for the nine month periods ended September 30, 2007 and October 1, 2006.

Marketing and promotional expenses increased $0.5 million, or 40.9%, to $1.8 million for the three month period ended September 30,
2007 from $1.3 million for the three month period ended October 1, 2006. These costs increased $1.3 million, or 30.9%, to $5.6 million for the nine month period ended September 30, 2007 from $4.3 million for the nine month period ended
October 1, 2006. These costs as a percentage of revenues increased 0.4% to 2.2% for the three month period ended September 30, 2007 from 1.8% for the three month period ended October 1, 2006 and increased 0.4% to 2.2% for the nine
month period ended September 30, 2007 from 1.8% for the nine month period ended October 1, 2006. These increases were primarily due to an increase in public relations costs.

Stock compensation expense associated with the IPO was $0.5 million for the nine month period ended October 1, 2006. This represents a one-time
charge relating to the vesting of MHLLC common units granted to certain employees prior to the IPO.

Management fee paid to related party
was $0.4 million for the nine month period ended October 1, 2006. We paid this fee pursuant to MHLLCs management agreement with Castle Harlan, Inc. The management agreement was terminated in conjunction with our IPO in February 2006.

Costs associated with the repayment of certain debt of $28.0 million for the nine month period ended October 1, 2006 represents
(1) a prepayment penalty of approximately $11.5 million in connection with the repayment of all of our then-outstanding 7.5% senior secured notes, (2) a prepayment penalty of approximately $9.4 million in connection with the repayment of
all of MHCIs then-outstanding 14.0% senior secured notes, (3) approximately $0.9 million of investment banking and legal fees in connection with the tender offer for our 7.5% senior secured notes and the repurchase of MHCIs 14.0%
senior secured notes, (4) the write-off of deferred financing and other costs relating to our 7.5% senior secured notes, MHCIs 14.0% senior secured notes and our prior working capital facility of approximately $6.0 million and
(5) approximately $0.2 million of fees related to the termination of our prior working capital facility in connection with the IPO.



16



---

##### Table of Contents

Costs associated with the termination of the management agreement of $8.4 million for the nine month
period ended October 1, 2006 represent a fee relating to the termination of MHLLCs management agreement with Castle Harlan, Inc. in conjunction with the IPO.

Interest expense, net decreased 3.2% to $0.9 million for the three month period ended September 30, 2007 from $1.0 million for the three month period ended October 1, 2006. Interest expense, net decreased
$1.3 million, or 32.2%, to $2.8 million for the nine month period ended September 30, 2007 from $4.1 million for the nine month period ended October 1, 2006. These decreases are due to the repayment of the 7.5% senior secured notes and
MHCIs 14.0% senior secured notes in connection with the IPO, partially offset by the interest relating to borrowings under our senior revolving credit facility. There was no interest income for the three and nine month periods ended
September 30, 2007. Interest income was not significant for the three and nine month periods ended October 1, 2006.

Provision
for income taxes consisted of an income tax expense of $2.8 million for the nine month period ended September 30, 2007 and an income tax benefit of $7.0 million for the nine month period ended October 1, 2006. Our effective tax rate of
30.2% for the nine month period ended September 30, 2007 differs from the statutory rate due to the establishment of additional deferred tax assets relating to FICA and other tax credits, state and local taxes and the status of foreign
subsidiaries. Our effective tax rate of 26.8% for the nine month period ended October 1, 2006, differs from the statutory rate due to the establishment of additional deferred tax assets relating to FICA and other tax credits, state and local
taxes, non-deductible interest and the status of foreign subsidiaries.

Liquidity and Capital Resources

Our principal liquidity requirements are to meet our lease obligations and working capital and capital expenditure needs and to pay principal and interest
on our debt. Subject to our operating performance, which, if significantly adversely affected, would adversely affect the availability of funds, we expect to finance our operations, including costs of opening currently planned new restaurants,
through cash provided by operations and through borrowings available under our senior revolving credit facility. We cannot be sure, however, that this will be the case and we may seek additional financing in the future. In addition, we rely to a
significant degree on landlord contributions as a means of financing the costs of opening new restaurants, and any substantial reduction in the amount of those contributions could adversely affect our liquidity. As of September 30, 2007, we had
cash and cash equivalents of $4.3 million compared to $6.3 million as of December 31, 2006.

Working Capital and Cash Flows

As of September 30, 2007, we had, and in the future we may have, a negative working capital balance. We do not have significant
receivables and we receive trade credit based upon negotiated terms in purchasing food and supplies. Funds available from cash sales not needed immediately to pay for current expenses, which consist primarily of food and supplies, rent and payroll,
historically have been used for noncurrent capital expenditures and or to repay debt.

Operating Activities

Cash flows provided by operating activities for the nine month period ended September 30, 2007 were $17.3 million, consisting primarily of net income
before depreciation and amortization of $16.8 million, a change in deferred income taxes of $0.8 million and a decrease in inventories of $0.7 million, partially offset by a decrease in accounts payable, accrued expenses and other liabilities of
$0.9 million.



17



---

##### Table of Contents

Investing Activities

Cash flows used in investing activities for the nine month period ended September 30, 2007 were $30.1 million due to purchases of property and equipment.

Financing Activities

Cash flows
provided by financing activities for the nine month period ended September 30, 2007 were $10.8 million, primarily consisting of borrowings under our senior revolving credit facility of $11.0 million.

Debt and Other Obligations

Senior Revolving Credit Facility

On February 14, 2006, we entered into a $115.0 million senior revolving credit facility with Wachovia Bank, N.A. Our senior revolving
credit facility matures on February 14, 2011. As of September 30, 2007, we had outstanding borrowings of approximately $54.8 million under our senior revolving credit facility at a weighted average interest rate of 6.14%. As of
September 30, 2007, we were in compliance with all of our financial covenants.

Mortgages

During 1998 and 1999, certain of our subsidiaries entered into a total of six mortgage loans with GE Capital Franchise Finance aggregating $18.9 million
with interest rates ranging from 7.68% to 9.26% per annum, the proceeds of which were used to fund the purchases of land and construction of restaurants. We repaid five of these mortgage loans during fiscal 2003, fiscal 2004 and fiscal 2005. On
September 30, 2007 and December 31, 2006, the aggregate outstanding principal balance due on the remaining mortgage loan was approximately $3.4 million and $3.5 million, respectively, of which approximately $0.1 million and $0.1 million,
respectively, of principal is included in Current portion of obligation to financial institution in the accompanying consolidated balance sheets. The remaining mortgage loan outstanding as of September 30, 2007 bears interest at
8.98% and is scheduled to mature in March 2021. As of September 30, 2007, we were in compliance with all of our financial covenants.

Restaurant
Operating Leases

Our obligations for restaurant operating leases include certain restaurant operating leases for which we, or one of
our subsidiaries, guarantees, for a portion of the lease term, the performance of the lease by the operating company that is a party thereto.

Contractual Commitments

The following table represents our contractual commitments associated with our debt and other
obligations disclosed above as of September 30, 2007:



|                                                                    |  |                        |        |      |   |        |  |      |        |      |   |            |  |       |        |  |   |         |  |   |        
|------------------------------------------------------------------- |  | ---------------------- | ------ | ---- | - | ------ |  | ---- | ------ | ---- | - | ---------- |  | ----- | ------ |  | - | ------- |  | - | -------
|                                                                    |  | Remainderof 2007       |        | 2008 |   | 2009   |  | 2010 |        | 2011 |   | Thereafter |  | Total
|                                                                    |  | (amounts in thousands)
|Senior revolving credit facility, including interest (a)            |  | $                      | 841    |      | $ | 3,365  |  | $    | 3,365  |      | $ | 3,365      |  | $     | 55,221 |  | $ |        |  | $ | 66,157 
|Mortgage loan with GE Capital Franchise Finance, including interest |  |                        | 109    |      |   | 435    |  |      | 435    |      |   | 435        |  |       | 435    |  |   | 4,026   |  |   | 5,875  
|                                                                    |  |                        |        |      |   |        |  |      |        |      |   |            |  |       |        |  |   |         |  |   |        
|Subtotal                                                            |  |                        | 950    |      |   | 3,800  |  |      | 3,800  |      |   | 3,800      |  |       | 55,656 |  |   | 4,026   |  |   | 72,032 
|Operating leases                                                    |  |                        | 6,050  |      |   | 26,030 |  |      | 25,857 |      |   | 26,450     |  |       | 25,105 |  |   | 190,729 |  |   | 300,221
|Purchase commitments                                                |  |                        | 11,663 |      |   |       |  |      |       |      |   |           |  |       |       |  |   |        |  |   | 11,663 
|                                                                    |  |                        |        |      |   |        |  |      |        |      |   |            |  |       |        |  |   |         |  |   |        
|Total                                                               |  | $                      | 18,663 |      | $ | 29,830 |  | $    | 29,657 |      | $ | 30,250     |  | $     | 80,761 |  | $ | 194,755 |  | $ | 383,916
|                                                                    |  |                        |        |      |   |        |  |      |        |      |   |            |  |       |        |  |   |         |  |   |        

---

|(a) | Interest is based on borrowings as of September 30, 2007 and current interest rates.
|--- | ------------------------------------------------------------------------------------



18



---

##### Table of Contents

During the first nine months of fiscal 2007, our
net investment in fixed assets and related investment costs, including pre-opening costs, approximated $33.7 million. We estimate that we will spend up to approximately $45.0 million in fiscal 2007, including the $33.7 million recorded in the first
nine months of fiscal 2007, to finance ordinary refurbishment of existing restaurants, remodel the bar area in selected restaurants to include our Bar 12.21 concept, add additional Boardrooms in selected restaurants and make capital expenditures for new restaurants. Capital expenditures are expected to be reduced by landlord development
allowances of approximately $6.6 million, of which approximately $4.8 million has been received as of September 30, 2007. We anticipate that funds generated through operations and through borrowings under our senior revolving credit facility,
together with landlord contributions, will be sufficient to fund these currently planned expenditures through the end of fiscal 2007. We cannot be sure, however, that this will be the case.

New Accounting Standards

In September 2006, the
Securities and Exchange Commission (SEC) released Staff Accounting Bulletin (SAB) 108, providing interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in
quantifying a current year misstatement. Based on this guidance, the SEC staff believes that registrants should quantify errors using both a balance sheet and an income statement approach and evaluate whether either approach results in quantifying a
misstatement that, when all relevant quantitative and qualitative factors are considered, is material.

In July 2006, the Financial
Accounting Standards Board (FASB) issued FASB Interpretation No. (FIN) 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109, which clarifies the accounting
and disclosure for uncertain tax positions, as defined. FIN 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. This interpretation is effective for
fiscal years beginning after December 15, 2006. The Company has implemented this interpretation as of January 1, 2007. The adoption of FIN 48 did not have a material impact on the Companys consolidated financial statements.



19



---

##### Table of Contents

Forward-Looking Statements

This quarterly report contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended (the Exchange Act). Forward-looking statements, written, oral or otherwise made, represent the Companys expectation or belief concerning future events. Without limiting the foregoing, the words
believes, thinks, anticipates, plans, expects, and similar expressions are intended to identify forward-looking statements. The Company cautions that these statements are further qualified
by important economic and competitive factors that could cause actual results to differ materially, or otherwise, from those in the forward-looking statements, including, without limitation, risks of the restaurant industry, including a highly
competitive environment and industry with many well-established competitors with greater financial and other resources than the Company, the impact of changes in consumer tastes, local, regional and national economic and market conditions,
restaurant profitability levels, expansion plans, timely construction and opening of new restaurants, the Companys liquidity and capital resources, prevailing interest rates, legal and regulatory matters, demographic trends, traffic patterns,
employee availability, benefits and cost increases, product safety and availability, government regulation, the Companys ability to maintain adequate financing facilities and other risks detailed in the Companys most recent Form 10-K and
in this and the Companys other reports filed from time to time with the SEC. In addition, the Companys ability to expand is dependent upon various factors, such as the availability of attractive sites for new restaurants, the ability to
negotiate suitable lease terms, the ability to generate or borrow funds to develop new restaurants and obtain various government permits and licenses and the recruitment and training of skilled management and restaurant employees. Other unknown
unpredictable factors also could harm the Companys results. Consequently, there can be no assurance that actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the
expected consequences to, or effects on, the Company. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

We are subject to market risk relating primarily to interest rates and changes in foreign currency exchange rates.

We are subject
to market risk from exposure to changes in interest rates based on our financing activities. This exposure relates to borrowings under our senior revolving credit facility that are payable at floating rates of interest. Our other indebtedness, our
mortgage, is payable at a fixed rate of interest. As of September 30, 2007, there were borrowings outstanding under our floating rate senior revolving credit facility of approximately $54.8 million. As a result, a hypothetical 10% fluctuation
in interest rates would have a $0.2 million impact on earnings for the nine month period ended September 30, 2007.

As of
September 30, 2007, we owned and operated five international restaurants, one in Hong Kong, one in Singapore, one in Macau, China, one in Toronto, Canada and one in Vancouver, Canada. As a result, we are subject to risk from changes in foreign
exchange rates. These changes result in cumulative translation adjustments, which are included in accumulated other comprehensive income (loss). We do not consider the potential loss resulting from a hypothetical 10% adverse change in quoted foreign
currency exchange rates, as of September 30, 2007, to be material.



20



---

##### Table of Contents

|Item 4. | Controls and Procedures
|------- | -----------------------

As of the end of the
period covered by this report, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under the SEC rules) was carried out under the supervision and with the participation of the
Companys management, including our Chief Executive Officer and Chief Financial Officer. The Companys disclosure controls and procedures are designed to ensure that information that the Company must disclose in its reports filed under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports that the Company files under the Exchange Act is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure. Based upon their evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of
September 30, 2007. No changes were made in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.



21



---

##### Table of Contents

Part IIOther Information



|Item 1. | Legal Proceedings
|------- | -----------------

Since August 2002, a number of
the Companys current and former employees in New York, Massachusetts and Florida have initiated arbitrations with the American Arbitration Association in their respective states alleging that the Company has violated state (Massachusetts
arbitration), state and federal (New York arbitrations) and federal (Florida arbitrations) wage and hour laws regarding the sharing of tips with other employees. The Florida case is proceeding as a collective action with approximately 20 claimants.
There are 14 additional claimants from the Boca Raton and North Miami restaurants who will either join the original action or proceed in a separate arbitration. There are two group arbitrations pending in New York. In the first, the arbitrator has
permitted the approximately 88 claimants to consolidate their arbitrations into one action and proceed as a collective action. The arbitrator has rendered a decision that the wage and hour laws have been willfully violated, but there has been no
determination as to damages. The arbitrator has made an interim award of attorneys fee and costs of approximately $0.8 million. The Company has moved to vacate the liability decision and is moving to vacate the interim attorney award. At this
time, it is not possible to predict the outcome of the motion to vacate. The claimants in New York are seeking an aggregate of approximately $1.7 million in damages, exclusive of liquidated damages and interest, and $1.0 million in attorneys
fees. The second New York arbitration was filed in October 2006 and contains similar allegations. There are four named claimants in this arbitration proceeding. The claimants seek to represent a class of current and former employees from the
Mortons steakhouses in New York, Midtown Manhattan and Great Neck, for a six year time period. In Massachusetts, the arbitrator has ruled that the claimants may proceed as a class, but to date, there are only three people in the class and the
arbitrator has ruled that there would be no automatic certification. The parties submitted legal briefs on the issue of class certification but no class action has been certified by the arbitrator. In general, the claimants are seeking restitution
of tips, the difference between the tip credit wage and the minimum wage, liquidated damages and attorneys fees and costs. The Company is contesting these matters vigorously. The claimants in Florida and Massachusetts have not stated the
amount of damages sought and, at this stage of the proceedings, it is not possible to state the estimated damages sought by the claimants.

In November 2004, current and former employees of the Sacramento, California Mortons steakhouse commenced a state lawsuit in the Superior Court of the State of California, County of Sacramento, asserting individual, representative and
class claims against the Sacramento Mortons steakhouse and several other Mortons steakhouses. The plaintiffs asserted claims based on the Companys alleged failure to provide them with meal and rest periods, and for unlawful tip
sharing and unfair competition. The plaintiffs seek restitution of tips, meal period compensation and attorneys fees. Dismissals with prejudice for all defendants, except the Sacramento Mortons steakhouse, were granted. The claims
against the Sacramento Mortons steakhouse were moved to arbitration and have been resolved pending approval by the arbitrator.

In
May 2005, a former employee of the Boston, Massachusetts Mortons steakhouse filed a nationwide class action complaint in federal court in the United States District Court, District of Massachusetts, alleging that the sharing of tips with other
restaurant employees violates the Fair Labor Standards Act. The Company moved to dismiss the complaint and compel arbitration. While the motion was pending, the plaintiff filed a nationwide collective action demand for arbitration with the American
Arbitration Association. The demand for arbitration alleges the same facts as the lawsuit filed in federal court. The Companys motion to dismiss was granted and the matter is moving forward as an arbitration. On January 13, 2006, the
original claimant sought to add a second claimant, a former employee of the Portland and Phoenix restaurants. The arbitrator has ruled that a nationwide class, except for New York, Minnesota, Kentucky, California and Florida, could be certified and
an additional class representative could be added. The Company has moved to vacate this decision. The plaintiff has not stated the amount of damages sought and, at this stage of the proceedings, it is not possible to state the estimated damages
sought by the plaintiff.



22



---

##### Table of Contents

In March 2006, a former employee of the Burbank, California Mortons steakhouse filed a class and
collective action in Superior Court in Los Angeles, California alleging that the sharing of tips with other restaurant employees violates federal and state laws. The case was brought on behalf of all current and former California servers for a
four-year period. The Company moved to dismiss the action and its motion was granted. The plaintiff has appealed. The plaintiff has not stated the amount of damages sought and, at this stage of the proceedings, it is not possible to estimate the
damages sought by the plaintiff, or what the ultimate outcome of the appeal will be.

The Company is involved in various other claims and
legal actions arising in the ordinary course of business. The Company does not believe that the ultimate resolution of these actions will have a material adverse effect on the Companys financial condition. However, an adverse judgment by a
court or arbitrator or a settlement could adversely impact the Companys results of operations in any given period.



|Item 1A. | Risk Factors
|-------- | ------------

There are no material changes to the
risk factors disclosed in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2006.



|Item 6. | Exhibits
|------- | --------



|            |  |                                                                                                                                            
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                
|31.1*       |  | Certification of Thomas J. Baldwin Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                               
|            | 
|31.2*       |  | Certification of Ronald M. DiNella Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                               
|            | 
|32.1*       |  | Certification of Thomas J. Baldwin Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|            | 
|32.2*       |  | Certification of Ronald M. DiNella Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

---

|* | Filed herewith.
|- | ---------------



23



---

##### Table of Contents

SIGNATURES

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



|                       |  |  |  |                                 |  |                                                                          
|---------------------- |  |  |  | ------------------------------- |  | -------------------------------------------------------------------------
|                       |  |  |  | MORTONS RESTAURANT GROUP, INC.
|                       |  |  |  | (Registrant)                   
|                       |  |  | 
|Date: October 31, 2007 |  |  |  | By:                             |  | /s/ THOMAS J. BALDWIN                                                    
|                       |  |  |  |                                 |  | Thomas J. Baldwin                                                        
|                       |  |  |  |                                 |  | Chairman of the Board of Directors, Chief Executive
Officer and President
|                       |  |  |  |                                 |  | (Principal Executive Officer)                                            
|                       |  |  | 
|Date: October 31, 2007 |  |  |  | By:                             |  | /s/ RONALD M. DINELLA                                                    
|                       |  |  |  |                                 |  | Ronald M. DiNella                                                        
|                       |  |  |  |                                 |  | Senior Vice President, Chief Financial Officerand Treasurer              
|                       |  |  |  |                                 |  | (Principal Financial and Accounting Officer)                             



24