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VI Acquisition Corp.
Consolidated Statements of Operations

(Unaudited) (In thousands)

Fiscal
quarter ended
Fiscal
quarter ended
Year Ended
Year Ended

November 3,
2005
October 28,
2004
November 3,
2005
October 28,
2004
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)
Fiscal quarter ended
Fiscal quarter ended
Year Ended
Year Ended
November 3, 2005
October 28, 2004
November 3, 2005
October 28, 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

 

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