8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 and 15(d) of the
Securities Exchange Act of 1934

May 25, 2005
Date of report (date of earliest event reported)

VICORP RESTAURANTS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Colorado
(State or Other Jurisdiction of Incorporation)

333-117263	84-0511072
(Commission File Number)	(IRS Employer Identification No.)

400 West 48^th Avenue, Denver, Colorado 80216
(Address of Principal Executive Offices) (Zip Code)

(303) 296-2121
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

        On May 25, 2005, the Registrant issued a press release regarding its second quarter of fiscal 2005 financial results. A copy of this press release is furnished with this Form 8-K as Exhibit 99.1.

        The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(c)

Exhibits

        99.1 Press Release, dated May 25, 2005, reporting the results of operations of VICORP Restaurants, Inc. (the "Registrant") for its second quarter of fiscal year 2005 ended April 21, 2005 (furnished and not filed herewith solely pursuant to Item 2.02).

SIGNATURES

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

	VICORP RESTAURANTS, INC.
Date: May 25, 2005	By:	/s/  DEBRA KOENIG Debra Koenig Chief Executive Officer (Principal Executive Officer)

INDEX TO EXHIBITS

Exhibit	Description of Exhibit
99.1	Press Release, dated May 25, 2005, reporting the results of operations of VICORP Restaurants, Inc. for its second quarter of fiscal year 2005 ended April 21, 2005.

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Item 2.02 Results of Operations and Financial Condition.
Item 9.01 Financial Statements and Exhibits.

SIGNATURES
INDEX TO EXHIBITS

EX-99.1

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Exhibit 99.1

VICORP Restaurants, Inc. Announces
Fiscal Second Quarter 2005 Results

        DENVER, CO (May 25, 2005)—VICORP Restaurants, Inc. ("the Company"), today announced financial results for its fiscal 2005 second quarter ended April 21, 2005.

        Net revenues for the second quarter of 2005 were $93.5 million, a 0.4% increase from net revenues of $93.1 million reported in the second quarter of 2004. The increase in revenues resulted from sales at the four new restaurants, net of closures, opened since the end of the second quarter of fiscal 2004. Comparable restaurant sales for the second quarter of 2005 declined 2.6% versus the previous year's second quarter. Net income for the second quarter of 2005 was $0.5 million versus a net loss of $3.7 million, as restated, in the comparable period of 2004 (see discussion below entitled "Restatement of Previously Issued Consolidated Financial Statements"). The second quarter of fiscal 2004's results included $6.9 million of pre-tax debt extinguishment costs associated with our April 2004 debt refinancing. Adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"—as calculated in the accompanying Consolidated Statements of Adjusted EBITDA and discussed further below under the caption entitled "Factors Affecting Comparability and Non-GAAP Financial Information") for both the second quarter of 2005 and 2004 was $11.8 million.

        Company-owned restaurant operating profit was essentially the same in the second quarter of fiscal 2005 versus the same quarter last year and down modestly as a percentage of sales. A decrease in food cost as a percentage of restaurant sales was offset by higher labor costs and other operating expenses. Commodity product costs were favorable compared to a year ago, leading to a 0.5% improvement in percentage food cost. Labor costs were higher by 0.4% as a percentage of sales due largely to inefficiencies associated with the comparable restaurant sales decrease discussed above and a minimum wage increase in Illinois. Other operating expenses increased by 0.2% as a percentage of sales. General and administrative costs increased by $0.6 million due primarily to higher legal and accounting fees, while management fees decreased by $0.3 million due to a one-time fee paid last year in conjunction with our debt refinancing. Interest expense increased by $0.6 million in the second quarter of 2005 compared to the comparable quarter of 2004 due largely to greater debt outstanding throughout the first two quarters of 2005 and a higher average interest rate, both a result of the high-yield debt financing consummated at the end of the second quarter of 2004.

        Debra Koenig, CEO, commented, "This quarter proved challenging with our Bakers Square concept recording a comparable sales decrease of 5.5%. However, on a positive note, our Village Inn concept continued its string of sales improvements with comparable sales increasing 0.9% over the same period last year. We look forward to the first efforts of our new advertising agency, Ryan Partnership, to contribute to improving our comparable store sales performance in the second half of our fiscal year. Additionally, we are very excited to pilot our first "repositioned" Bakers Square restaurants starting in the second half of fiscal 2005. They will reflect many physical and operational changes we feel will have a broader appeal to our guests while still building on our award-winning pie heritage. We believe our pies are second-to-none and we recently won 21 first place awards at this year's American Pie Championships, more than any other pie company. During the second quarter, we opened two new restaurants and closed one under-performing location whose lease had expired. We have now opened five new restaurants in the first half of this year and continue to plan to open a total of 23 to 27 new restaurants throughout fiscal 2005, predominantly under the Village Inn brand."

        Year-to-date through the second quarter, net revenues were $199.3 million in 2005 reflecting a 2.9% increase over the $193.7 million reported in 2004. The increase was due to operating five more locations on average in 2005 versus 2004 and the three extra operating days (see "Factors Affecting Comparability" discussed below) partially offset by a decline in comparable restaurants sales of 1.9%. Operating profit increased $1.0 million over the same quarters last year, reflective primarily of our strong first quarter performance. Net income was $2.7 million for the first two quarters of fiscal 2005 compared to a loss of $1.6 million last year. 2004's results included $6.9 million of pre-tax debt extinguishment costs. Adjusted EBITDA was $27.0 million for the first two quarters of fiscal 2005, a 5.5% increase from the $25.6 million Adjusted EBITDA, as restated, for the same quarters of 2004.

Restatement of Previously Issued Consolidated Financial Statements

        We restated our previous year's reported audited consolidated financial statements principally as a result of a review of our lease accounting policies and practices prompted by the views expressed by the Office of the Chief Accountant of the SEC on February 7, 2005 in a letter to the American Institute of Certified Public Accountants and other recent interpretations regarding certain operating lease issues and their application under GAAP. From our review, we determined that 1) a substantial number of restaurant property real estate transactions which were consummated between fiscal 1999 and fiscal 2004 needed to be accounted for as deemed financing transactions as opposed to sale-leaseback transactions, 2) we needed to change our accounting for straight-line rent expense with respect to certain leases with scheduled rent escalations, 3) we needed to change the useful lives used as a basis for depreciating certain leasehold improvements, 4) we needed to change how we accounted for deferred income taxes in relation to certain purchase price allocations associated with business acquisitions and 5) certain other miscellaneous adjustments needed to be recorded.

        The principal impact of the restatement was to record on our consolidated balance sheets the assets from real estate transactions that we previously believed to be sale-leaseback transactions which were consummated in 1999, 2001 and 2003 related to 79 existing restaurants and nine new restaurant locations opened in 2003 and 2004, and to record the proceeds from these transactions as liabilities under the caption "Deemed landlord financing liability". Operating results were restated to recognize depreciation expense associated with the assets subject to these transactions and re-characterize the lease payments previously reported as rent expense as principal repayments and imputed interest expense. In addition, our reported rent expense was increased to correct certain errors related to our accounting for rent escalator accruals, and our reported depreciation expense was increased to reflect corrected useful lives of certain leasehold improvements.

        The net effect of the adjustments to our consolidated statement of operations for the second quarter of 2004 (84 days ended April 15, 2004) was a decrease in net income of $566,000. This consisted of a decrease in operating and franchise expenses by $1,427,000 and $41,000, respectively, an increase in interest expense of $2,690,000 and an increase in the benefit for income taxes of $656,000.

        The net effect of the adjustments to our consolidated statement of operations for the first two quarters of 2004 (172 days ended April 15, 2004) was a decrease in net income of $1,313,000. This consisted of a decrease in operating and franchise expenses by $3,002,000 and $82,000, respectively, an increase in interest expense of $5,554,000 and an increase in the benefit for income taxes of $1,157,000.

        The following schedules summarize the adjustments identified related to our financial position at October 28, 2004 and results of operations for the 84-days and 172-days ended April 15, 2004. We restated our annual consolidated financial statements and certain other interim period consolidated financial statements with the filing of an amended Annual Report on Form 10-K with the SEC for our fiscal year ended October 28, 2004.

	As of October 28, 2004
	Previously reported			Corrections			As restated
	(Unaudited)
Balance Sheet Data:
Receivables, net	$	13,676		$	(1,761	)	$	11,915
Deferred income taxes, short-term		2,463			2,210			4,673
Total current assets		33,418			449			33,867
Property and equipment, net		84,785			(4,469	)		80,316
Assets under deemed landlord financing liability, net		—			110,342			110,342
Build-to-suit construction-in-progress		6,258			(6,258	)		—
Deferred income taxes, long-term		22,636			(22,636	)		—
Goodwill		82,843			9,038			91,881
Other assets, net		6,482			7,281			13,763
Total assets		290,380			93,747			384,127
Current maturities of long-term debt and capitalized lease obligations		258			(57	)		201
Accounts payable		12,865			309			13,174
Current liabilities		49,963			252			50,215
Capitalized lease obligations		3,490			(3,242	)		248
Deemed landlord financing liability		—			114,670			114,670
Build-to-suit liability		6,258			(6,258	)		—
Deferred income taxes, long-term		—			1,360			1,360
Other non-current liabilities		15,871			(8,814	)		7,057
Total liabilities		217,051			97,968			315,019
Preferred stock		79,769			253			80,022
Accumulated deficit		(8,925	)		(4,474	)		(13,399	)
Total stockholders' equity		72,266			(4,221	)		68,045
Total liabilities and stockholders' equity		290,380			93,747			384,127

	84 Days Ended April 15, 2004
	Previously reported			Corrections			As restated
	(Unaudited)
Statement of Operations Data:
Other operating expenses	$	26,454		$	(1,427	)	$	25,027
Franchise operating expenses		582			(41	)		541
Operating profit		5,549			1,468			7,017
Interest expense		(3,209	)		(2,690	)		(5,899	)
Loss before income taxes		(4,489	)		(1,222	)		(5,711	)
Provision for income taxes		(1,392	)		(656	)		(2,048	)
Net loss		(3,097	)		(566	)		(3,663	)
Net loss attributable to common shareholders		(4,808	)		(566	)		(5,374	)

	172 Days Ended April 15, 2004
	Previously reported			Corrections			As restated
	(Unaudited)
Statement of Operations Data:
Other operating expenses	$	54,564		$	(3,002	)	$	51,562
Franchise operating expenses		1,175			(82	)		1,093
Operating profit		12,917			3,084			16,001
Interest expense		(6,551	)		(5,554	)		(12,105	)
Loss before income taxes		(440	)		(2,470	)		(2,910	)
Provision for income taxes		(133	)		(1,157	)		(1,290	)
Net loss		(307	)		(1,313	)		(1,620	)
Net loss attributable to common shareholders		(3,773	)		(1,313	)		(5,086	)
Statement of Cash Flows Data:
Net cash provided by operations	$	10,967		$	(287	)	$	10,680
Net cash used in investing activities		(6,473	)		(129	)		(6,602	)
Net cash used in financing activities		(7,710	)		416			(7,294	)
Net increase in cash and cash equivalents		(3,216	)		—			(3,216	)

	84 Days Ended April 15, 2004									172 Days Ended April 15, 2004
	Previously reported			Corrections			As restated			Previously reported			Corrections			As restated
	(In thousands)
Adjusted EBITDA Data:
Net loss	$	(3,097	)	$	(566	)	$	(3,663	)	$	(307	)	$	(1,313	)	$	(1,620	)
Provision for income taxes (benefit)		(1,392	)		(656	)		(2,048	)		(133	)		(1,157	)		(1,290	)
Interest expense		3,209			2,690			5,899			6,551			5,554			12,105
Depreciation & amortization		3,338			975			4,313			6,645			1,963			8,608
EBITDA		2,124			2,443			4,567			12,863			5,047			17,910
Adjustments to EBITDA
Amortization of rent related adjustments(a)		192			174			366			393			356			749
Total Adjustments		7,071			174			7,245			7,294			356			7,650
ADJUSTED EBITDA(1)		9,195			2,617			11,812			20,157			5,403			25,560

(1)

See discussion under "Non-GAAP Financial Information" below.

Factors Affecting Comparability and Non-GAAP Financial Information

        Our fiscal year is comprised of 52 or 53 weeks divided into four fiscal quarters of 12 or 13, 12, 12, and 16 weeks. The first two quarters of fiscal 2005 and fiscal 2004 consisted of 175 and 172 days, respectively, reflecting the difference in duration of the first quarter of those years. The second, third and fourth quarters of fiscal 2005 and fiscal 2004 are the same in duration.

        We believe that, in addition to other financial measures, earnings before interest, taxes, depreciation and amortization, "EBITDA" and "Adjusted EBITDA" are appropriate indicators to assist in the evaluation of our operating performance because they provide additional information with respect to our ability to meet our future debt service, capital expenditures and working capital needs and are used by securities analysts and others in evaluating companies in our industry. However, "EBITDA" and "Adjusted EBITDA" are not prescribed terms under accounting principles generally accepted in the United States, do not directly correlate to cash provided by or used in operating activities and should not be considered in isolation, nor as an alternative to more meaningful measures of performance determined in accordance with accounting principles generally accepted in the United States. Because "EBITDA" and "Adjusted EBITDA" are not calculated in the same manner by all companies, they may not be comparable to other similarly titled measures of other companies. Refer to the accompanying Consolidated Statements of Adjusted EBITDA for a reconciliation of these non-GAAP financial performance measures to the GAAP measures and other information.

Conference Call Information

        VICORP will conduct a conference call on Wednesday, May 25, 2005, at 1:00 p.m. Eastern Time. The conference call can be accessed by dialing 1-800-268-8047, Conference ID 7157046. A recording of the conference call will be available by dialing 1-800-839-6713 or 1-402-220-2306, Conference ID 7157046.

About VICORP Restaurants, Inc.

        VICORP Restaurants, Inc. operates family-dining restaurants under two proven and well-recognized brands, Village Inn and Bakers Square. VICORP, founded in 1958, has 377 restaurants in 25 states, consisting of 274 company-operated restaurants and 103 franchised restaurants. Village Inn is known for serving fresh breakfast items throughout the day, and we have also successfully leveraged its strong breakfast heritage to offer traditional American fare for lunch and dinner. Bakers Square offers delicious food for breakfast, lunch and dinner complimented by its signature pies, including dozens of varieties of multi-layer specialty pies made from premium ingredients. Our headquarters are located at 400 West 48th Avenue, Denver, Colorado 80216.

Safe Harbor Statement

        This announcement includes statements that are, or may be deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. See the "Risk Factors" section of our Annual Report on Form 10-K/A, as amended, for the year ended October 28, 2004, filed with the Securities and Exchange Commission, for a discussion of some of the factors that may affect the Company and its operations. Such factors include the following: competitive pressures within the restaurant industry; changes in consumer preferences; the level of success of our operating strategy and growth initiatives; the level of our indebtedness and the terms and availability of capital; fluctuations in commodity prices; changes in economic conditions; government regulation; litigation; and seasonality and weather conditions. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements which we make in this announcement speak only as of the date of such statement, and we undertake no obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

# # #

        VICORP Restaurants, Inc., Village Inn and Bakers Square are either registered trademarks or trademarks of VICORP Restaurants, Inc., or its subsidiaries in the United States and/or other countries.

Contact: Anthony J. Carroll
Chief Financial Officer
VICORP Restaurants, Inc.
Direct: (303) 672-2266
Email: tony.carroll@vicorpinc.com

VI Acquisition Corp.
Consolidated Statements of Operations
(Unaudited)
(In thousands)

			84 Days Ended April 21, 2005			84 Days Ended April 15, 2004			175 Days Ended April 21, 2005			172 Days Ended April 15, 2004
			(As restated)									(As restated)
Revenues:
	Restaurant operations		$	92,339		$	91,963		$	196,862		$	191,389
	Franchise operations			1,191			1,162			2,420			2,330
				93,530			93,125			199,282			193,719
Costs and expenses:
	Restaurant costs:
		Food		24,394			24,799			52,605			52,096
		Labor		30,042			29,491			62,282			60,298
		Other operating expenses		25,336			25,027			53,102			51,562
	Franchise operating expenses			521			541			1,032			1,093
	General and administrative expenses			6,271			5,699			12,878			11,900
	Transaction expenses			—			23			15			45
	Management fees			196			506			392			702
	Asset impairments			—			22			—			22
Operating profit				6,770			7,017			16,976			16,001
Interest expense				(6,476	)		(5,899	)		(13,454	)		(12,105	)
Debt extinguishment costs				—			(6,856	)		—			(6,856	)
Other income, net				138			27			226			50
Income (loss) before income taxes				432			(5,711	)		3,748			(2,910	)
Provision for income taxes (benefit)				(24	)		(2,048	)		1,023			(1,290	)
Net income (loss)				456			(3,663	)		2,725			(1,620	)
Preferred stock dividends and accretion				(1,928	)		(1,711	)		(3,975	)		(3,466	)
Net loss attributable to common stockholders			$	(1,472	)	$	(5,374	)	$	(1,250	)	$	(5,086	)

The following consolidated statements of adjusted EBITDA show "EBITDA" and "Adjusted EBITDA" because we believe that, in addition to other financial measures, they are appropriate indicators to assist in the evaluation of our operating performance because they provide additional information with respect to our ability to meet our future debt service, capital expenditures and working capital needs and are used by securities analysts and others in evaluating companies in our industry. However, "EBITDA" and "Adjusted EBITDA" are not prescribed terms under accounting principles generally accepted in the United States, do not directly correlate to cash provided by or used in operating activities and should not be considered in isolation, nor as an alternative to more meaningful measures of performance determined in accordance with accounting principles generally accepted in the United States. Because "EBITDA" and "Adjusted EBITDA" are not calculated in the same manner by all companies, they may not be comparable to other similarly titled measures of other companies.

VI Acquisition Corp.
Consolidated Statements of Adjusted EBITDA
(In thousands)
(Unaudited)

		84 Days Ended April 21, 2005			84 Days Ended April 15, 2004			175 Days Ended April 21, 2005		172 Days Ended April 15, 2004
		(As restated)								(As restated)
Net income (loss)		$	456		$	(3,663	)	$	2,725	$	(1,620	)
Provision for income taxes (benefit)			(24	)		(2,048	)		1,023		(1,290	)
Interest expense			6,476			5,899			13,454		12,105
Depreciation & amortization			4,520			4,313			9,000		8,608
Impairment of assets			—			22			—		22
Asset retirement expense (gain)			(6	)		44			22		85
EBITDA			11,422			4,567			26,224		17,910
Adjustments to EBITDA
	Debt extinguishment costs		—			6,856			—		6,856
	Transaction expense		—			23			15		45
	Amortization of rent related adjustments(a)		360			366			746		749
Total Adjustments			360			7,245			761		7,650
ADJUSTED EBITDA		$	11,782		$	11,812		$	26,985	$	25,560

(a)

Includes amortization of the fair market rent adjustments which we were required to recognize under purchase accounting at the time of the June 2003 acquisition.

VI Acquisition Corp.
Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Data)
(Unaudited)

				April 21, 2005			October 28, 2004
							(As restated)
Assets
Current assets:
	Cash and cash equivalents			$	8,930		$	1,332
	Receivables, net				8,910			11,915
	Inventories				9,295			12,245
	Deferred income taxes, short-term				4,914			4,673
	Prepaid expenses and other current assets				3,230			3,432
	Income tax receivable				273			270
		Total current assets			35,552			33,867
Property and equipment, net					79,508			80,316
Assets under deemed landlord financing liability, net					111,366			110,342
Goodwill					91,881			91,881
Trademarks and tradenames					42,600			42,600
Franchise rights, net					11,084			11,358
Other assets, net					12,451			13,763
			Total assets	$	384,442		$	384,127
Liabilities and stockholders' equity
Current liabilities:
	Current maturities of long-term debt and capitalized lease obligations			$	127		$	201
	Cash overdraft				—			3,190
	Accounts payable				11,106			13,174
	Accrued compensation				7,046			7,138
	Accrued taxes				9,194			7,992
	Other accrued expenses				18,955			18,520
		Total current liabilities			46,428			50,215
Long-term debt					140,220			141,469
Capitalized lease obligations					224			248
Deemed landlord financing liability					116,183			114,670
Deferred income taxes, long-term					556			1,360
Other noncurrent liabilities					8,998			7,057
			Total liabilities		312,609			315,019
Commitments and contingencies
Stock subject to repurchase					1,063			1,063
Stockholders' equity:
	Preferred stock, $0.0001 par value:
		Series A, 100,000 shares authorized, 68,659 shares issued and outstanding at April 21, 2005 and October 28, 2004 (aggregate liquidation preference of $81,040 and $78,846, respectively)			83,997			80,022
		Unclassified preferred stock, 100,000 shares authorized, no shares issued or outstanding			—			—
	Common stock $0.0001 par value:
		Class A, 2,800,000 shares authorized, 1,386,552 shares issued and outstanding at April 21, 2005 and October 28, 2004			—			—
	Paid-in capital				2,426			2,426
	Treasury stock, at cost, 923.87 shares of preferred stock and 80,603 shares of common stock at April 21, 2005 and October 28, 2004				(1,004	)		(1,004	)
	Accumulated deficit				(14,649	)		(13,399	)
		Total stockholders' equity			70,770			68,045
			Total liabilities and stockholders' equity	$	384,442		$	384,127

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VICORP Restaurants, Inc. Announces Fiscal Second Quarter 2005 Results