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VI Acquisition Corp.
Consolidated Statements of Operations

(Unaudited) (In thousands)

  For the 84 days ended For the 84 days ended For the 168 days ended For the 175 days ended
  April 20, April 21, April 20, April 21,
  2006 2005 2006 2005
Revenues:

Restaurant operations
98,116
92,339
202,242
196,862
Franchise operations
1,165
1,191
2,331
2,420
Manufacturing operations
6,978
4,017
13,990
13,600
106,259
97,547
218,563
212,882
Costs and expenses:
       
Restaurant costs:
Food
24,719
24,086
53,036
52,629
Labor
33,333
30,042
66,274
62,282
Other operating expenses
28,545
25,336
58,672
53,102
Franchise operating expenses
503
521
986
1,032
Manufacturing operating expenses
7,565
4,325
15,078
13,576
General and administrative expenses
6,084
6,271
11,905
12,878
Transaction expenses     
    
    
 
15
Management fees
196
196
392
392
Asset impairments
513
    
821
    
Operating profit
4,801
6,770
11,399
16,976
Interest expense  
(7,090)
 
(6,476)
(14,029)
(13,454)
Other income, net
113
138
284
226
Income (loss) before income taxes  
(2,176)
432
 
(2,346)
3,748
Provision for income taxes (benefit)
(886)
    
(24)
 
(1,121)
1,023
Net income (loss)
(1,290) 456 (1,225) 2,725
Preferred stock dividends and accretion  
(2,242)
(1,928)
 
(4,427)
(3,975)
Net loss attributable to common stockholders
(3,532) (1,472) (5,652) (1,250)

 

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 84 days ended For the 84 days ended For the 168 days ended For the 175 days ended
  April 20, April 21, April 20, April 21,
  2006 2005 2006 2005
Net income (loss)
(1,290)
456
(1,225)
2,725
Provision for income taxes (benefit)
(886)
(24)
(1,121)
1,023
Interest expense
7,090
6,476
14,029
13,454
Depreciation & amortization
5,197
4,520
10,340
9,000
EBITDA
10,111
11,428
22,023
26,202
Adjustments to EBITDA:
 
 
 
 
Impairment of assets
513
821
Asset retirement expense
161
(6)
177
22
Transaction expense
15
Amortization of rent related adjustments (a)
318
360
668
746
Total Adjustments
992
354
1,666
783
ADJUSTED EBITDA
11,103
11,782
23,689
26,985
  Net rent expense
5,151
 
4,454
10,241
9,428
ADJUSTED EBITDAR
16,254
16,236
33,930
36,413

 

(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 20, 2006 November 3, 2005
   
Assets
   
Current assets:
Cash and cash equivalents
$   1,954
$   2,099
Receivables, net
9,953
15,756
Inventories
10,973
12,425
Deferred income taxes, short-term
2,317
1,431
Prepaid expenses and other current assets
2,513
3,175
Prepaid Rent
737
2,172
Income tax receivable
3,288
733
Total current assets
31,735
37,791
Property and equipment, net
91,562
86,459
Assets under deemed landlord financing liability, net
133,416
126,146
Goodwill
91,881
91,881
Trademarks and tradenames
42,600
42,600
Franchise rights, net
10,445
10,765
Deferred income taxes
1,542
3,010
Other assets, net
12,002
13,613
Total assets
415,183
412,265
Liabilities and stockholders’ equity
Current liabilities:
Current maturities of long-term debt and capitalized lease obligations
$ 48
$ 63
Cash overdraft.
3,005
6,341
Accounts payable
12,171
13,291
Accrued compensation
8,437
8,066
Accrued taxes
9,606
7,746
Other accrued expenses
13,594
12,992
Total current liabilities
46,861
48,499
Long-term debt
146,239
147,013
Capitalized lease obligations
173
185
Deemed landlord financing liability
138,943
132,038
Deferred income taxes, long-term
Other noncurrent liabilities
12,003
11,596
Total liabilities
344,219
339,331
Commitments and contingencies
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 April 20, 2006 and 68,944 shares issued and outstanding at November 3, 2005 (aggregate liquidation preference of $92,630 and $88,178, respectively)
93,133
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, 1,343,163 shares issued and outstanding at April 20, 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 April 20, 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
(24,529)
(18,877)
Total stockholders’ equity
69,909
71,871
Total liabilities
and stockholders’ equity
415,183
412,265

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