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VI Acquisition Corp.
Consolidated Statements of Operations

(Unaudited) (In thousands)

  84 Days Ended 84 Days Ended 252 Days Ended 259 Days Ended
  July 13,2006 July 14,2005 July 13,2006 July 14,2005
Revenues:
Restaurant operations   $96,626   $91,225   $298,868   $288,087
Franchise operations 1,166 1,283 3,497 3,703
Manufacturing operations 7,796 4,373 21,786 17,974
  105,588 96,881 324,151 309,764
Costs and expenses:
Restaurant costs:        
 Food 24,306 23,492 77,341 76,277
 Labor 32,227 29,861 98,501 92,143
Other operating expenses 28,755 24,720 87,427 77,823
Franchise operating expenses 502 480 1,488 1,512
Manufacturing operating expenses 8,138 4,583 23,217 18,004
General and administrative expenses 6,073 6,234 17,977 19,112
Litigation settlement (408) (408)
Transaction expenses 15
Management fees 196 196 588 588
Asset impairment 821
  100,197 89,158 307,360 285,066
Operating profit 5,391 7,723 16,791 24,698
Interest expense (6,990) (6,577) (21,019 (20,031)
Other income, net 343 211 627 437
Income (loss) before income taxes (1,256) 1,357 (3,601 5,104
Provision for income taxes (benefit) (675) 49 (1,795 1,072
Net income (loss) (581) 1,308 (1,806 4,032
Preferred stock dividends and accretion (2,322) (1,989) (6,749 (5,964)
Net loss attributable to common stockholders  
$(2,903)
 
$(681)
 
$(8,555
 
$(1,932)

 

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 252 days ended For the 259 days ended
  July 13, July 14, July 13, July 14,
  2006 2005 2006 2005
Net income (loss)
$    (581)
$ 1,308
$ (1,806)
$ 4,032
Provision for income taxes (benefit)
(675)
49
(1,795)
1,072
Interest expense
6,990
6,577
21,019
20,031
Depreciation & amortization
5,131
4,744
15,471
13,744
EBITDA
10,865
12,678
32,889
38,879
Adjustments to EBITDA:
 
 
 
 
   Impairment of assets  
 
821
 
   Litigation Settlement  
(408)
 
(408)
   Asset retirement expense
159
52
336
74
   Transaction expense  
 
 
15
Amortization of rent related adjustments (a)
281
358
949
1,104
Total Adjustments
440
2
2,106
785
ADJUSTED EBITDA
11,305
12,680
34,995
39,664
   Net rent expense
5,294
4,116
14,867
12,798
ADJUSTED EBITDAR
$16,599
$16,796
$49,882
$52,462

 

(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)

  July 13, 2006 November 3, 2005
Assets      
Current assets:    
Cash and cash equivalents $ 2,413 $ 2,099
Receivables, net 5,860 15,756
Inventories 13,159 12,425
Deferred income taxes, short-term 2,150 1,431
Prepaid expenses and other current assets 2,271 3,175
Prepaid rent 1,519 2,172
Income tax receivable 3,840 733
Total current assets 31,212 37,791
Property and equipment, net 99,120 86,459
Assets under deemed landlord financing liability, net 102,045 126,146
Goodwill 91,881 91,881
Trademarks and tradenames 42,600 42,600
Franchise rights, net 10,285 10,765
Deferred income taxes 1,846 3,010
Other assets, net 12,894 13,613
Total assets $ 391,883 $ 412,265
Liabilities and stockholders’ equity      
Current liabilities:    
Current maturities of long-term debt and capitalized lease obligations $ 48 $ 63
Cash overdraft 2,344 6,341
Accounts payable 12,435 13,291
Accrued compensation 5,584 8,066
Accrued taxes 9,086 7,746
Build-to-suit liability 7,258 --
Other accrued expenses 14,683 12,992
Total current liabilities 51,438 48,499
Long-term debt 148,789 147,013
Capitalized lease obligations 161 185
Deemed landlord financing liability 106,067 132,038
Other noncurrent liabilities 14,961 11,596
Total liabilities 321,416 339,331
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 July 14, 2006 and 68,944 shares issued and outstanding at November 3, 2005 (aggregate liquidation preference of $94,952 and $88,178, respectively) 95,455 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, 1,361,753 shares issued and outstanding at July 14, 2006 and 1,395,255 shares issued and outstanding at November 3, 2005
Paid-in capital 2,446 2,465
Treasury stock, at cost, 1,371.11 shares of preferred stock and 132,695 shares of common stock at July 14, 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 (27,432) (18,877)
Total stockholders’ equity 69,412 71,871
Total liabilities and stockholders’ equity   $391,883   $412,265

 

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