EX-99.1 2 a06-3727_1ex99d1.htm EXHIBIT 99

Exhibit 99.1

 

VICORP Restaurants, Inc. Announces

Fiscal Fourth Quarter 2005 Results

 

DENVER, CO (January 27, 2006) – VICORP Restaurants, Inc., today announced financial results for its fiscal fourth quarter ended November 3, 2005.  Net revenues for the fourth quarter of 2005 were $120.9 million, a 4.3% increase from net revenues of $115.9 million reported in the fourth quarter of 2004. The increase in the net revenue resulted from sales at the sixteen new restaurants, net of closures, opened throughout fiscal 2005.  Comparable restaurant sales for the fourth quarter of 2005 declined 0.8% versus the previous year’s fourth quarter.  Comparable restaurant sales for Village Inn and Bakers Square decreased 0.1% and 1.3%, respectively.  The net loss for the fourth quarter of 2005 was $0.6 million versus a net loss of $1.9 million in the comparable period of 2004, which included a pre-tax charge of $3.2 million related to the settlement of litigation.  Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA” – as calculated in the accompanying Consolidated Statements of Adjusted EBITDA and Adjusted EBITDAR and discussed further below under the caption entitled “Factors Affecting Comparability and Non-GAAP Financial Information”) for the fourth quarter of 2005 was $14.7 million versus $15.7 million for the fourth quarter of 2004.

 

Operating profit was $7.1 million in the fourth quarter of 2005 versus $4.2 million in the fourth quarter of 2004.  Operating profit for fiscal 2005 included employee compensation expense related to a former officer of $0.6 million and fiscal 2004 included litigation settlement costs of $3.2 million.  Excluding these two items, operating margin was flat in the two quarters at 6.4% of total revenues.  Food cost as a percentage of restaurant sales declined .7 pt in the fourth quarter of 2005 versus the comparable period of 2004 as increased pricing more than offset increases in commodity costs on a percentage basis.  Labor costs as a percentage of restaurant sales were flat at 33.4% in the fourth quarter of 2005 versus the comparable quarter of 2004, as increases in average wage at the hourly level were offset by lower indirect labor costs on a percentage basis.  Other operating expenses increased by 1.8 pts as a percentage of restaurant sales primarily due to a 1.1 pt increase in marketing expenses in the fourth quarter of 2005, reflecting efforts in 2005 to spread marketing expenditures more evenly throughout the fiscal year than in previous fiscal years.  In addition, the increase in other operating expenses on a percentage basis was also due to higher preopening and occupancy costs incurred in the fiscal 2005 fourth quarter versus that of the comparable quarter of 2004.  The increase in preopening costs was a result of increased new restaurant opening activity in the fourth quarter of 2005 and early in 2006, versus the comparable period of last year.  The increase in percentage occupancy costs in the fourth quarter of 2005 versus the comparable period of 2004 was largely a result of negative leverage associated with normal increases in occupancy costs relative to the decline in comparable restaurant sales.

 

Debra Koenig, CEO, commented, “While we are disappointed with the comparable sales decline of 1.3% in our Bakers Square concept in the fourth quarter, we are, nonetheless, encouraged that the comparable sales performance improved over that of the third quarter.  The Village Inn concept showed slightly negative same store sales of 0.1% in the fourth quarter, reflecting the impact on the base restaurants of the addition of 13 new Village Inn restaurants into existing

 



 

markets since the beginning of fiscal 2005.  We are pleased with the results to date of our new store strategy.  During the fourth quarter, we opened 8 new restaurants, bringing the total for fiscal 2005 to 18 new restaurant openings; 14 new Village Inn restaurants and 4 new Bakers Square restaurants.  In addition, since the end of fiscal 2005, we have opened 6 new Village Inn restaurants and acquired 4 Village Inn franchise restaurants in the Tulsa, Oklahoma market.  Throughout fiscal 2006, we plan to open or acquire between 33 and 37 restaurants, predominantly under the Village Inn brand.”

 

“To strengthen the focus on the individual brands, we have eliminated the COO position.  We have appointed Jeff Guido as president of the Village Inn brand and are in a search for a president of the Bakers Square brand.  Our advertising agency, Catapult Marketing, has developed a new creative strategy for fiscal 2006 for both brands, aimed at increasing entrée counts.  There have been many valuable learnings over the course of the Bakers Square re-positioning initiative.  This re-positioning effort will continue to evolve in fiscal 2006.”

 

Net revenues for the fiscal year ended November 3, 2005, were $412.7 million, an increase of 3.2% over the $399.7 million reported in the comparable period ended October 28, 2004, due to the incremental sales at the sixteen net new restaurants opened throughout fiscal 2005.  Comparable restaurant sales for fiscal 2005 declined 1.3% versus fiscal 2004.  Comparable restaurant sales for Village Inn increased 0.9%, while Bakers Square comparable restaurant sales decreased 3.1%.  Net income for the fiscal year ended November 3, 2005 was $3.5 million versus a net loss in the comparable period in 2004 of $2.5 million, which included the pre-tax litigation settlement charge of $3.2 million and pre-tax debt extinguishment costs totaling $6.9 million.  Adjusted EBITDA for fiscal 2005 was $54.3 million versus $53.6 million for fiscal 2004.

 

Factors Affecting Comparability and Non-GAAP Financial Information

 

Our fiscal year, which historically ended on the last Sunday in October, is comprised of 52 or 53 weeks divided into four fiscal quarters of 12 or 13, 12, 12, and 16 weeks.  Beginning January 22, 2004, we changed our fiscal year so that it ends on the Thursday nearest to October 31st of each year. This change was made to facilitate restaurant operations by moving the end of our fiscal periods and weekly reporting and payroll periods away from weekends when our restaurants are busier.  There were 371 days in fiscal 2005 and 368 days in fiscal 2004.

 

We believe that, in addition to other financial measures, earnings before interest, taxes, depreciation and amortization, “EBITDA”, “Adjusted EBITDA” and “Adjusted EBITDAR” 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”, “Adjusted EBITDA” and “Adjusted EBITDAR” 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”, “Adjusted EBITDA” and “Adjusted EBITDAR” 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 and Adjusted EBITDAR 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 January 27, 2006 at 1:00 p.m. Eastern Time.  The conference call can be accessed by dialing 1-800-946-0741, Conference ID 6897042.  A recording of the conference call will be available after 3:00 p.m. Eastern Time January 27, by dialing 1-888-203-1112, Conference ID 6897042.

 

About VICORP Restaurants, Inc.

 

VICORP Restaurants, Inc. operates family-dining restaurants under two proven and well-recognized brands, Village Inn and Bakers Square. As of January 12, 2005, VICORP, founded in 1958, has 391 restaurants in 25 states, consisting of 295 company-operated restaurants and 96 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 Registration Statement dated July 9, 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

 (In thousands)

 

 

 

For the fiscal
quarter ended

 

For the fiscal
quarter ended

 

Year Ended

 

Year Ended

 

 

 

November 3,

 

October 28,

 

November 3,

 

October 28,

 

 

 

2005

 

2004

 

2005

 

2004

 

 

 

(Unaudited)

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Restaurant operations

 

$

119,337

 

$

114,320

 

$

407,424

 

$

394,667

 

Franchise operations

 

1,577

 

1,562

 

5,280

 

5,057

 

 

 

120,914

 

115,882

 

412,704

 

399,724

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Restaurant costs:

 

 

 

 

 

 

 

 

 

Food

 

30,063

 

29,627

 

106,370

 

106,294

 

Labor

 

39,857

 

38,126

 

132,000

 

127,251

 

Other operating expenses

 

34,492

 

30,953

 

112,314

 

105,438

 

Franchise operating expenses

 

669

 

706

 

2,181

 

2,311

 

General and administrative expenses

 

7,863

 

7,691

 

26,975

 

25,193

 

Litigation settlement

 

 

3,168

 

(408

)

3,168

 

Employee compensation expense

 

600

 

 

600

 

 

Transaction expenses

 

 

80

 

15

 

125

 

Management fees

 

262

 

261

 

850

 

1,159

 

Asset impairments

 

 

1,079

 

 

1,101

 

Operating profit

 

7,108

 

4,191

 

31,807

 

27,684

 

Interest expense

 

(8,920

)

(8,299

)

(28,951

)

(26,787

)

Debt extinguishment costs

 

 

 

 

(6,856

)

Other income, net

 

308

 

361

 

745

 

522

 

Income (loss) before income taxes

 

(1,504

)

(3,747

)

3,601

 

(5,437

)

Provision for income taxes (benefit)

 

(934

)

(1,869

)

138

 

(2,912

)

Net income (loss)

 

(570

)

(1,878

)

3,463

 

(2,525

)

Preferred stock dividends and accretion

 

(2,977

)

(2,421

)

(8,941

)

(7,665

)

Net loss attributable to common stockholders

 

$

(3,547

)

$

(4,299

)

$

(5,478

)

$

(10,190

)

 



 

The following consolidated statements of adjusted EBITDA and adjusted EBITDAR  show “EBITDA”, “Adjusted EBITDA”, and “Adjusted EBITDAR” 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”, “Adjusted EBITDA”, and “Adjusted EBITDAR” 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”, “Adjusted EBITDA”, and “Adjusted EBITDAR” 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 and Adjusted EBITDAR

(Unaudited)

(In thousands)

 

 

 

For the fiscal
quarter ended

 

For the fiscal
quarter ended

 

Year Ended

 

Year Ended

 

 

 

November 3,

 

October 28,

 

November 3,

 

October 28,

 

 

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(570

)

$

(1,878

)

$

3,463

 

$

(2,525

)

Provision for income taxes (benefit)

 

(934

)

(1,869

)

138

 

(2,912

)

Interest expense

 

8,920

 

8,299

 

28,951

 

26,787

 

Depreciation & amortization

 

6,737

 

5,975

 

20,481

 

18,962

 

EBITDA

 

14,153

 

10,527

 

53,033

 

40,312

 

Adjustments to EBITDA:

 

 

 

 

 

 

 

 

 

Impairment of assets

 

 

1,079

 

 

1,101

 

Asset retirement expense

 

36

 

321

 

110

 

438

 

Litigation settlement

 

 

3,168

 

(408

)

3,168

 

Debt extinguishment costs

 

 

 

 

6,856

 

Transaction expense

 

 

80

 

15

 

125

 

Amortization of rent related adjustments (a)

 

478

 

483

 

1,582

 

1,597

 

Total Adjustments

 

514

 

5,131

 

1,299

 

13,285

 

ADJUSTED EBITDA

 

14,667

 

15,658

 

54,332

 

53,597

 

Net rent expense

 

5,077

 

4,863

 

18,343

 

17,387

 

ADJUSTED EBITDAR

 

$

19,744

 

$

20,521

 

$

72,675

 

$

70,984

 

 

(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 data)

 

 

 

November 3, 2005

 

October 28, 2004

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

2,099

 

$

1,332

 

Receivables, net

 

15,756

 

11,915

 

Inventories

 

12,425

 

12,245

 

Deferred income taxes, short-term

 

1,431

 

4,673

 

Prepaid expenses

 

3,425

 

3,194

 

Prepaid rent

 

2,172

 

238

 

Income tax receivable

 

733

 

270

 

Total current assets

 

38,041

 

33,867

 

Property and equipment, net

 

86,459

 

80,316

 

Assets under deemed landlord financing liability, net

 

126,146

 

110,342

 

Goodwill

 

91,881

 

91,881

 

Franchise rights, net

 

10,765

 

11,358

 

Trademarks and tradenames

 

42,600

 

42,600

 

Other assets, net

 

13,874

 

13,763

 

Total assets

 

$

409,766

 

$

384,127

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current maturities of long-term debt and capitalized lease obligations

 

$

63

 

$

201

 

Cash overdraft

 

6,341

 

3,190

 

Accounts payable

 

13,291

 

13,174

 

Accrued compensation

 

8,066

 

7,138

 

Accrued taxes

 

7,746

 

7,992

 

Other accrued expenses

 

12,992

 

18,520

 

Total current liabilities

 

48,499

 

50,215

 

Long-term debt

 

147,013

 

141,469

 

Capitalized lease obligations

 

185

 

248

 

Deemed landlord financing liability

 

132,038

 

114,670

 

Deferred income taxes, long-term

 

 

1,360

 

Other noncurrent liabilities

 

9,097

 

7,057

 

Total liabilities

 

336,832

 

315,019

 

 

 

 

 

 

 

Stock subject to repurchase

 

1,063

 

1,063

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

VI Acquisition Corp.:

 

 

 

 

 

Preferred stock, $0.0001 par value:

 

 

 

 

 

Series A, 100,000 shares authorized, 68,944 shares issued and outstanding at November 3, 2005 and 68,659 shares issued and outstanding at October 28, 2004 (aggregate liquidation preference of $88,178 and $78,951, respectively)

 

89,287

 

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, 1,395,255 shares issued and outstanding at November 3, 2005 and 1,386,552 shares issued and outstanding at October 28, 2004

 

 

 

Paid-in capital

 

2,465

 

2,426

 

Treasury stock, at cost, 923.87 shares of preferred stock and 80,603 shares of common stock at November 4, 2005 and October 28, 2004

 

(1,004

)

(1,004

)

Retained earnings (deficit)

 

(18,877

)

(13,399

)

Total stockholders’ equity

 

71,871

 

68,045

 

Total liabilities and stockholders’ equity

 

$

409,766

 

$

384,127