EX-99.1 2 a06-6769_2ex99d1.htm EXHIBIT 99

Exhibit 99.1

 

VICORP Restaurants, Inc. Announces

Fiscal First Quarter 2006 Results

 

 

DENVER, CO (March 13, 2006) — VICORP Restaurants, Inc. (“the Company”), today announced financial results for its fiscal 2006 first quarter ended January 26, 2006.  Net revenues for the first quarter of 2006 were $112.3 million compared to net revenues of $115.3 million reported in the first quarter of 2005.  The decrease in revenues principally resulted from seven fewer days in fiscal 2006’s first quarter compared to the same quarter of fiscal 2005 (see discussion below under the caption entitled “Factors Affecting Comparability and Non-GAAP Financial Information”), offset by incremental sales at the 14 new restaurants, net of closures, opened since the end of the first quarter of fiscal 2005.  Comparable restaurant sales on a comparative 84 day basis declined 0.1% versus the previous year’s first quarter.  Net income for the first quarter of 2006 was $0.1 million versus the first quarter of 2005 net income of $2.3 million.  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 first quarter of 2006 was $12.6 million versus $15.2 million  for the first quarter of 2005.  Operating profit in the first quarter of 2006 was $6.6 million versus $10.2 million in the first quarter of 2005.

 

The decrease in Adjusted EBITDA and operating profit in the first quarter of 2006 versus the comparable quarter of 2005 was principally due to 1) the impact of having seven fewer days in the 2006 first quarter versus that of the 2005 first quarter, and 2) lower contribution margins in the company-owned restaurants and in VICOM third-party sales in the first quarter of 2006 versus the comparable quarter of 2005.  The impact of the seven fewer operating days on operating profit in the 2006 first quarter relative to the 2005 first quarter was approximately $1.3 million.  Operating margin declined by 3.0 pts to 5.9% in the first quarter of 2006.  Restaurant operating margin declined 3.0 pts in the first quarter of 2006 versus the previous year’s first quarter due to higher percentage other operating expenses, as well as somewhat higher percentage labor costs.  The increase in other operating expenses on a percentage basis was primarily due to higher occupancy and depreciation costs, increases in utility costs, higher marketing expenditures and higher pre-opening costs from the increase in new restaurant openings.  The higher percentage occupancy and depreciation costs were due to the negative leverage stemming from the slightly negative same store sales and to the higher percentage costs associated with the large number of newly opened restaurants.  Restaurant labor cost increased by .8 pt to 31.6% of total restaurant sales in the first quarter of 2006, reflecting higher average hourly wage in the Bakers Square business unit and lower efficiency in the Village Inn business unit, due to inefficiency at the newly opened restaurants.  Within VICOM, softness in third-party and restaurant pie sales during the fiscal 2006 holiday season negatively affected third-party sales margins, due to greater overhead allocations on a percentage-of-sales basis.

 

Debra Koenig, CEO, commented, “While we are disappointed with the results of the quarter from a contribution perspective, we are nonetheless pleased with the comparable sales of the three business units.  Comparable restaurant sales at Village Inn increased 0.2% in the first quarter of 2006 versus the same quarter of 2005, reversing the slight decline shown in the fourth quarter of 2005.  Same store sales at the Bakers Square business unit declined by 0.3%; however, this performance was significantly improved over the fourth quarter of 2005, and represents the third successive quarter of improving same store sales.  This quarter was again very significant to VICORP in terms of our development program.  During the first quarter, we opened six new restaurants, acquired four restaurants from a franchisee and closed two under-performing locations whose leases had expired.  We plan to open or acquire a total of 33 to 37 new restaurants throughout fiscal 2006, predominantly under the Village Inn brand.”

 



 

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.  Our first quarter of fiscal 2006 was comprised of 12 weeks, or 84 days.  Our first quarter of fiscal 2005 was comprised of 13 weeks, or 91 days.

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 Monday, March 13, 2006, at 1:00 p.m. Eastern Time.  The conference call can be accessed by dialing 1-800-946-0742, Conference ID 5423118.  A recording of the conference call will be available after 3:00 pm, Eastern Time, by dialing 1-888-203-1112, Conference ID 5423118.

 

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 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 Annual Report on Form 10-K for the year ended November 3, 2005, 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

 

91 Days Ended

 

 

 

January 26,

 

January 27,

 

 

 

2006

 

2005

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

Restaurant operations

 

$

104,126

 

$

104,523

 

Franchise operations

 

1,166

 

1,229

 

Manufacturing operations

 

7,012

 

9,583

 

 

 

112,304

 

115,335

 

Costs and expenses:

 

 

 

 

 

Restaurant costs:

 

 

 

 

 

Food

 

28,317

 

28,543

 

Labor

 

32,941

 

32,240

 

Other operating expenses

 

30,127

 

27,766

 

Franchise operating expenses

 

483

 

511

 

Manufacturing operating expenses

 

7,513

 

9,251

 

General and administrative expenses

 

5,821

 

6,607

 

Transaction expenses

 

 

15

 

Assets impairments

 

308

 

 

Management fees

 

196

 

196

 

Operating profit

 

6,598

 

10,206

 

Interest expense

 

(6,939

)

(6,978

)

Other income, net

 

171

 

88

 

Income (loss) before income taxes

 

(170

)

3,316

 

Provision for income taxes (benefits)

 

(235

)

1,047

 

Net income

 

65

 

2,269

 

Preferred stock dividends and accretion

 

(2,185

)

(2,047

)

Net income (loss) attributable to common stockholders

 

$

(2,120

)

$

222

 

 



 

 

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/EBITDAR

First Quarter

(Unaudited)

(In thousands)

 

 

 

84 Days Ended

 

91 Days Ended

 

 

 

January 26,

 

January 27,

 

 

 

2006

 

2005

 

 

 

 

 

 

 

Net income

 

$

65

 

$

2,269

 

Provision for income taxes

 

(235

)

1,047

 

Interest expense

 

6,939

 

6,978

 

Depreciation & amortization

 

5,143

 

4,480

 

EBITDA

 

11,912

 

14,774

 

Adjustments to EBITDA:

 

 

 

 

 

Asset retirement expense

 

10

 

28

 

Transaction expense

 

 

15

 

Impairment expense

 

308

 

 

Amortization of rent related adjustments (a)

 

350

 

386

 

Total Adjustments

 

668

 

429

 

ADJUSTED EBITDA

 

$

12,580

 

$

15,203

 

Net rent expense

 

5,090

 

4,974

 

ADJUSTED EBITDAR

 

$

17,670

 

$

20,177

 


(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

(Unaudited)

(In thousands, except share data)

 

 

 

January 26, 2006

 

November 3, 2005

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,851

 

$

2,099

 

Receivables, net

 

6,574

 

15,756

 

Inventories

 

10,698

 

12,425

 

Deferred income taxes, short-term

 

1,837

 

1,431

 

Prepaid expenses and other current assets

 

2,133

 

3,175

 

Prepaid rent

 

171

 

2,172

 

Income tax receivable

 

3,966

 

733

 

Total current assets

 

27,230

 

37,791

 

Property and equipment, net

 

87,980

 

86,459

 

Assets from deemed landlord financing

 

130,139

 

126,146

 

Goodwill

 

91,881

 

91,881

 

Trademarks and tradenames

 

42,600

 

42,600

 

Franchise rights, net

 

10,605

 

10,765

 

Deferred income taxes

 

 

3,010

 

Other assets, net

 

12,916

 

13,613

 

Total assets

 

$

403,351

 

$

412,265

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current maturities of long-term debt and capitalized lease obligations

 

$

46

 

$

63

 

Cash overdraft

 

 

6,341

 

Accounts payable

 

12,240

 

13,291

 

Accrued compensation

 

7,804

 

8,066

 

Accrued taxes

 

8,822

 

7,746

 

Other accrued expenses

 

14,333

 

12,992

 

Total current liabilities

 

43,245

 

48,499

 

Long-term debt

 

140,388

 

147,013

 

Capitalized lease obligations

 

184

 

185

 

Deemed landlord financing liability

 

134,640

 

132,038

 

Deferred income taxes

 

313

 

 

Other noncurrent liabilities

 

12,327

 

11,596

 

Total liabilities

 

331,097

 

339,331

 

Stock subject to repurchase

 

1,055

 

1,063

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.0001 par value:

 

 

 

 

 

Series A, 100,000 shares authorized, 68,942 shares issued and outstanding at January 26, 2006 and 68,944 shares issued and outstanding at November 3, 2005 (aggregate liquidation preference of $90,297 and $88,178, respectively)

 

90,891

 

89,287

 

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 January 26, 2006 and 1,395,255 shares issued and outstanding at November 3, 2005

 

 

 

Paid-in capital

 

2,362

 

2,465

 

Treasury stock, at cost 1,371.11 shares of preferred stock and 132,695 shares of common stock at January 26, 2006 and 923.87 shares of preferred stock and 80,603 shares of common stock at November 3, 2005

 

(1,057

)

(1,004

)

Accumulated deficit

 

(20,997

)

(18,877

)

Total stockholders’ equity

 

71,199

 

71,871

 

Total liabilities and stockholders’ equity

 

$

403,351

 

$

412,265