-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wy5fW+RKxwPaA/HKgp4foF7H5CaaTh5IKqKMwjpoc8ywFv3Ngpyz6+lo7uUsaxdG JhxaEwQLguh0c4FxLRaHAg== 0001104659-07-044233.txt : 20070531 0001104659-07-044233.hdr.sgml : 20070531 20070531102029 ACCESSION NUMBER: 0001104659-07-044233 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070531 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070531 DATE AS OF CHANGE: 20070531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VICORP RESTAURANTS INC CENTRAL INDEX KEY: 0000703799 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 840511072 STATE OF INCORPORATION: CO FISCAL YEAR END: 1026 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-78250 FILM NUMBER: 07889622 BUSINESS ADDRESS: STREET 1: 400 W 48TH AVE CITY: DENVER STATE: CO ZIP: 80216 BUSINESS PHONE: 3032962121 MAIL ADDRESS: STREET 1: 400 WEST 48TH AVE CITY: DENVER STATE: CO ZIP: 80216 8-K 1 a07-15476_28k.htm 8-K

 

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 l934

May 31, 2007
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 48th 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 31, 2007, the Registrant issued a press release regarding its financial results for the second quarter of fiscal 2007.  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.

(d)  Exhibits

  99.1       Press Release, dated May 31, 2007, reporting the results of operations of VICORP Restaurants, Inc. (the “Registrant”) for its second quarter ended April 19, 2007.

2




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 31, 2007

 

By:

/s/ Anthony Carroll

 

 

 

 

Anthony Carroll

 

 

 

Chief Financial Officer and Chief Administrative Officer

 

 

 

(Principal Financial and Accounting Officer)

 

3




INDEX TO EXHIBITS

EXHIBIT

 

DESCRIPTION OF EXHIBIT

 

 

 

99.1

 

Press Release, dated May 31, 2007, reporting the results of operations of VICORP Restaurants, Inc. for its second quarter ended April 19, 2007.

 

4



EX-99.1 2 a07-15476_2ex99d1.htm EX-99.1

Exhibit 99.1

VICORP Restaurants, Inc. Announces

Fiscal Second Quarter 2007 Results

DENVER, CO (May 31, 2007) – VICORP Restaurants, Inc., today announced financial results for its fiscal second quarter ended April 19, 2007.  Net revenues for the second quarter of 2007 were $110.0 million, a 3.6% increase from net revenues of $106.2 million reported in the second quarter of 2006. The increase in the net revenue resulted from a 38.5% increase in manufacturing sales to third parties as well as sales at the 16 new restaurants, net of closures, opened or acquired since the end of the second quarter of 2006.  Comparable restaurant sales for the second quarter of 2007 declined 3.4% versus the previous year’s second quarter.  Comparable restaurant sales for Village Inn and Bakers Square decreased 1.2% and 5.6%, respectively.  The net loss for the second quarter of 2007 was $7.4 million versus net loss of $1.3 million in the comparable period of 2006.  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 second quarter of 2007 was $5.8 million versus $11.1 million for the second quarter of 2006.

Operating loss was $1.0 million in the second quarter of 2007 versus operating profit of $4.8 million in the second quarter of 2006, principally due to lower restaurant operating profit.  Food cost as a percentage of restaurant sales was higher at 26.6% in the second quarter of 2007 versus 25.1% in the comparable period of 2006.  Percentage restaurant food cost increased in the second quarter of 2007 primarily due to commodity cost increases, including the cost of eggs and vegetables throughout the quarter, as well as due to the impact of certain food quality upgrade initiatives introduced at Bakers Square throughout 2007 to-date.  Labor costs as a percentage of restaurant sales increased to 35.3% in 2007 versus 34.0% in the comparable quarter of 2006.  Labor costs increased as a percentage of restaurant sales partially due to negative leverage associated with year-over-year store-level wage increases during a quarter of same store sales decline, certain state minimum wage increases, as well as the somewhat higher percentage labor costs associated with the significant number of restaurants opened over recent quarters. Other operating expenses increased by 1.0 pts to 30.1% of restaurant sales primarily due to increased occupancy expenses in the second quarter of 2007, largely due to the negative leverage associated with normal increases in occupancy costs relative to the decline in comparable restaurant sales, as well as higher percentage occupancy costs associated with the immature newly opened restaurants.

During the second quarter of 2007 the Company opened three new Village Inn restaurants in existing markets, bringing total year-to-date openings to eight restaurants.  In total, we expect to open nine new restaurants in fiscal 2007, all in the Village Inn brand.  Year-to-date, capital expenditures were $5.2 million.  Capital expenditures for fiscal 2007 across all expenditure areas currently are projected at approximately $13.0 million.

Year-to-date net revenues through the second quarter of 2007 were $229.1 million, an increase of 4.9% over the $218.3 million reported in 2006, primarily due to the 60% increase in manufacturing sales to third parties during the comparable year-to-date periods, as well as incremental sales at the 16 net newly opened restaurants since the end of the second quarter of fiscal 2006.  Comparable restaurant sales for fiscal 2007 declined 3.7% versus fiscal 2006.  Comparable restaurant sales for Village Inn decreased 2.3%, while Bakers Square comparable restaurant sales decreased 5.0%.  Net loss for the year-to-date through the second quarter 2007 was $8.5 million versus $1.2 million in the comparable period in 2006.  Adjusted EBITDA was $16.2 million for year-to-date 2007, versus $23.7 million for year-to-date 2006.




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 second quarter of both fiscal 2007 and fiscal 2006 were comprised of 12 weeks, or 84 days.  Fiscal 2007 and fiscal 2006 consist of 52 weeks, or 364 total 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 Thursday, May 31, 2007 at 1:00 p.m. Eastern Standard Time.  The conference call can be accessed by dialing 1-888-208-1812, Conference Code 9436949.  A recording of the conference call will be available after 7:00 p.m. Eastern Standard Time June 1, 2007 by dialing 1-888-203-1112, Conference Code 9436949.

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 May 31, 2007, VICORP, founded in 1958, has 409 restaurants in 25 states, consisting of 316 company-operated restaurants and 95 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

(Unaudited)

(In thousands)

 

 

84 days ended

 

168 days ended

 

 

 

April 19,

 

April 20,

 

April 19,

 

April 20,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Restaurant operations

 

$

99,250

 

$

98,116

 

$

204,795

 

$

202,242

 

Franchise operations

 

1,169

 

1,165

 

2,335

 

2,331

 

Manufacturing operations

 

9,531

 

6,883

 

22,009

 

13,723

 

Total revenues

 

109,950

 

106,164

 

229,139

 

218,296

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Restaurant costs:

 

 

 

 

 

 

 

 

 

Food

 

26,447

 

24,583

 

55,168

 

52,743

 

Labor

 

35,019

 

33,333

 

69,461

 

66,274

 

Other operating expenses

 

29,919

 

28,503

 

61,007

 

58,620

 

Franchise operating expenses

 

489

 

503

 

958

 

986

 

Manufacturing operating expenses

 

9,350

 

6,907

 

21,915

 

13,785

 

General and administrative expenses

 

7,019

 

6,664

 

13,655

 

13,099

 

Loss on disposition of assets

 

413

 

161

 

409

 

177

 

Employee severance

 

500

 

 

500

 

 

Assets impairments

 

1,555

 

513

 

1,555

 

821

 

Management fees – related party

 

196

 

196

 

392

 

392

 

 

 

 

 

 

 

 

 

 

 

Operating (loss) profit

 

(957

)

4,801

 

4,119

 

11,399

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(6,578

)

(7,090

)

(13,166

)

(14,029

)

Other income, net

 

92

 

113

 

530

 

284

 

Loss before income taxes

 

(7,443

)

(2,176

)

(8,517

)

(2,346

)

Income tax benefit

 

 

(886

)

 

(1,121

)

 

 

 

 

 

 

 

 

 

 

Net loss

 

(7,443

)

(1,290

)

(8,517

)

(1,225

)

 

 

 

 

 

 

 

 

 

 

Preferred stock dividends and accretion

 

(2,452

)

(2,242

)

(4,848

)

(4,427

)

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(9,895

)

$

(3,532

)

$

(13,365

)

$

(5,652

)

 

Note: In the fourth quarter of 2006 we changed the classification of certain expenses related to our manufacturing operations to be more consistent with industry practice.  Fiscal 2006 results have been re-classified to be consistent with this presentation.




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

(Unaudited)

(In thousands)

 

 

84 days ended

 

168 days ended

 

 

 

April 19,

 

April 20,

 

April 19,

 

April 20,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(7,443

)

$

(1,290

)

$

(8,517

)

$

(1,225

)

Income tax benefit

 

 

(886

)

 

(1,121

)

Interest expense

 

6,578

 

7,090

 

13,166

 

14,029

 

Depreciation & amortization

 

4,538

 

5,197

 

9,231

 

10,340

 

EBITDA

 

3,673

 

10,111

 

13,880

 

22,023

 

Adjustments to EBITDA:

 

 

 

 

 

 

 

 

 

Loss on disposition of assets

 

413

 

161

 

409

 

177

 

Asset impairments

 

1,555

 

513

 

1,555

 

821

 

Amortization of rent related adjustments (a)

 

141

 

318

 

334

 

668

 

Total Adjustments

 

2,109

 

992

 

2,298

 

1,666

 

ADJUSTED EBITDA

 

$

5,782

 

$

11,103

 

$

16,178

 

$

23,689

 

Net rent expense

 

6,274

 

5,151

 

12,663

 

10,241

 

ADJUSTED EBITDAR

 

$

12,056

 

$

16,254

 

$

28,841

 

$

33,930

 

 


(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)

 

 

 

April 19,
2007

 

November 2,
2006

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

2,360

 

$

1,938

 

Receivables, net

 

9,505

 

12,497

 

Inventories

 

11,616

 

16,459

 

Deferred income taxes, short-term

 

2,360

 

2,387

 

Prepaid expenses and other current assets

 

3,772

 

4,476

 

Prepaid rent

 

1,259

 

2,459

 

Income tax receivable

 

290

 

1,180

 

Total current assets

 

31,162

 

41,396

 

Property and equipment, net

 

88,049

 

94,234

 

Assets under deemed landlord financing liability, net

 

99,511

 

99,884

 

Goodwill

 

91,881

 

91,881

 

Trademarks and tradenames

 

42,600

 

42,600

 

Franchise rights, net

 

9,751

 

10,071

 

Deferred income taxes

 

2,650

 

2,623

 

Other non-current assets, net

 

11,535

 

12,553

 

Total assets

 

$

377,139

 

$

395,242

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current maturities of long-term debt and capitalized lease obligations

 

$

311

 

$

847

 

Unpresented checks

 

4,174

 

7,363

 

Accounts payable

 

13,264

 

15,931

 

Accrued compensation

 

8,346

 

8,170

 

Accrued taxes

 

8,798

 

7,049

 

Build-to-suit liability

 

500

 

2,549

 

Other accrued expenses

 

12,820

 

12,175

 

Total current liabilities

 

48,213

 

54,084

 

Long-term debt, net of current maturities

 

148,232

 

153,181

 

Capitalized lease obligations, net of current maturities

 

239

 

140

 

Deemed landlord financing liability

 

108,565

 

108,033

 

Other non-current liabilities

 

16,005

 

15,402

 

Total liabilities

 

321,254

 

330,840

 

 

 

 

 

 

 

Stock subject to repurchase

 

1,055

 

1,055

 

Stockholders’ equity:

 

 

 

 

 

Series A Preferred stock, $0.0001 par value:

 

 

 

 

 

Series A, 100,000 shares authorized, 68,943 shares issued and outstanding at April 19, 2007 and November 2, 2006, respectively (aggregate liquidation preference of $102,819 and $97,971, respectively)

 

103,349

 

98,501

 

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, 1,361,753 shares issued and outstanding at April 19, 2007 and November 2, 2006, respectively

 

 

 

Paid-in capital

 

2,446

 

2,446

 

Treasury stock, at cost 1,371.87 shares of preferred stock and 140,490 shares of common stock at April 19, 2007 and November 2, 2006, respectively

 

(1,057

)

(1,057

)

Accumulated deficit

 

(49,908

)

(36,543

)

Total stockholders’ equity

 

54,830

 

63,347

 

Total liabilities and stockholders’ equity

 

$

377,139

 

$

395,242

 

 



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