Einstein Bros 2005 Annual Report Download - page 12

http://www.sec.gov/Archives/edgar/data/949373/000110465906016136/a06-3178_110k.htm[9/11/2014 10:13:03 AM]
If a substantial number of shares of our common stock are sold in the public market, the market price of our common stock could fall. The
perception among investors that these sales will occur could also produce this effect. Our majority stockholder Greenlight beneficially owns
approximately 95 percent of our common stock and sales by Greenlight or a perception that Greenlight will sell could cause a decrease in the
market price of our common stock. Additionally, holders of outstanding warrants may convert and sell the underlying shares in the public market.
Pursuant to our obligations under registration rights agreements, we registered 957,872 shares of common stock underlying certain warrants, of
which Greenlight owns warrants to purchase approximately 493,683 shares of our common stock. Sales of shares or a perception that there will be
sales of the underlying shares could also cause a decrease in the market price of our common stock.
Holders may find it difficult to effect transactions in our common stock.
Our common stock is currently trading on the ‘‘pink sheets’ ’ under the symbol ‘‘NWRG.PK.’ ’ Since our common stock is not listed on
Nasdaq, Amex or the New York Stock Exchange, holders of our common stock may find that the liquidity of our common stock is impaired—not
only in the number of securities that can be bought and sold, but also through delays in the timing of transactions, lack of security analysts’ and the
news media’ s coverage of us, and lower prices for our securities than might otherwise be attained.
Securities that are not listed on a stock exchange, the Nasdaq National Market or the Nasdaq SmallCap Market are subject to an SEC rule that
imposes special requirements on broker-dealers who sell those securities to persons other than their established customers and accredited investors.
The broker-dealer must determine that the security is suitable for the purchaser and must obtain the purchaser’ s written consent prior to the sale.
These requirements may make it more difficult for stockholders to sell our stock than the stock of some other companies. It may also affect our
ability to raise more capital if and when necessary.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
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ITEM 2. PROPERTIES
The following table details the total restaurants open at the end of the respective fiscal year:
Company
owned Licensed Franchised Total
Einstein Bros. Bagels:
2005 352 67 — 419
2004 366 54 — 420
2003 373 38 — 411
Einstein Bros. Cafe:
2005 8 — — 8
2004 5 — — 5
2003 — — — —
Noah’s:
2005 73 3 — 76
2004 78 3 — 81
2003 83 3 — 86
Manhattan:
2005 — — 109 109
2004 — — 145 145
2003 — — 178 178
Chesapeake:
2005 — — 8 8
2004 — — 27 27
2003 — — 42 42
New World Coffee/Willoughby’s*:
2005 2 — 4 6
2004 4 — 8 12
2003 8 — 11 19
Total Restaurants:
2005 435 70 121 626
2004 453 57 180 690