UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 9, 2000
--------------------------------------
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
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Commission file number 0-12343
-------
VICORP Restaurants, Inc.
------------------------
(Exact name of registrant as specified in its charter)
COLORADO 84-0511072
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
---- ----
The registrant had 6,749,114 shares of its $.05 par value Common
Stock outstanding as of August 21, 2000.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
VICORP Restaurants, Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
July 9, October 31,
2000 1999
-------- -----------
(unaudited)
ASSETS
<S> <C> <C>
Current assets
Cash $ 6,097 $ 33,187
Receivables 2,639 5,801
Inventory (Note 3) 6,465 9,989
Deferred income taxes 7,059 7,059
Prepaid expenses and other 2,145 1,253
---------- ----------
Total current assets 24,405 57,289
---------- ----------
Property and equipment, net 132,661 128,753
Deferred income taxes 28,306 33,303
Long-term receivables 713 1,204
Other non-current assets 7,776 7,722
---------- ----------
Total assets $ 193,861 $ 228,271
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt
and capitalized lease obligations $ 1,462 $ 1,582
Accounts payable, trade 17,782 18,054
Accrued compensation 7,431 7,616
Accrued taxes 10,530 11,008
Accrued insurance 1,759 2,246
Other accrued expenses 5,443 6,528
---------- ----------
Total current liabilities 44,407 47,034
---------- ----------
Long-term debt -- 40
Capitalized lease obligations 3,296 4,548
Non-current accrued insurance 1,807 2,757
Other non-current liabilities and credits 21,254 22,044
Commitments and contingencies
Shareholders' equity
Common stock, $.05 par value, 20,000,000
shares authorized, 6,748,244 and 8,845,581
shares issued and outstanding 339 444
Paid-in capital 40,893 80,673
Retained earnings 81,865 70,731
---------- ----------
Total shareholders' equity 123,097 151,848
---------- ----------
Total liabilities and shareholders' equity $ 193,861 $ 228,271
========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
VICORP Restaurants, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Twelve Twelve Thirty-six Thirty-six
weeks weeks weeks weeks
ended ended ended ended
-------- --------- ---------- ----------
July 9, July 11, July 9, July 11,
2000 1999 2000 1999
-------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues
Restaurant operations $ 86,192 $ 83,030 $257,150 $247,497
Franchise operations 685 679 2,222 2,159
-------- -------- -------- --------
Total revenues 86,877 83,709 259,372 249,656
Costs and expenses
Restaurant operations
Food 25,895 24,528 77,260 75,527
Labor 28,396 27,254 83,885 80,207
Other operating 20,442 20,345 61,504 60,651
General and administrative 6,148 6,559 19,047 19,516
-------- -------- -------- --------
Operating Profit 5,996 5,023 17,676 13,755
Interest expense 184 230 618 704
Other income, net (89) (162) (475) (347)
-------- -------- -------- --------
Income before income tax expense 5,901 4,955 17,533 13,398
Income tax expense 2,154 1,808 6,399 4,890
-------- -------- -------- --------
Net income $ 3,747 $ 3,147 $ 11,134 $ 8,508
======== ======== ======== ========
Basic earnings per share $ .56 $ .35 $ 1.54 $ .95
======== ======== ======== ========
Diluted earnings per share $ .55 $ .35 $ 1.53 $ .94
======== ======== ======== ========
Weighted average common shares 6,746 8,890 7,236 8,994
======== ======== ======== ========
Weighted average common shares and
dilutive common share equivalents 6,813 8,921 7,291 9,017
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
VICORP Restaurants, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Thirty-six Thirty-six
weeks weeks
ended ended
---------- ----------
July 9, July 11,
2000 1999
---------- ----------
<S> <C> <C>
Operations
Net income $ 11,134 $ 8,508
Reconciliation of net income
to cash provided by operations:
Depreciation and amortization 12,280 13,345
Deferred income tax provision 4,997 4,085
(Gain)/loss on disposition of assets 35 (70)
Other, net (1,162) (538)
Change in assets and liabilities:
Receivables 3,123 253
Inventory 3,524 1,390
Accounts payable, trade (272) (3,669)
Other current assets and liabilities (3,127) 3,502
Non-current accrued insurance (950) (866)
--------- ---------
Cash provided by operations 29,582 25,940
--------- ---------
Investing activities
Purchase of property and equipment (17,055) (20,220)
Purchase of other assets (461) (1,002)
Proceeds from disposition of property 1,239 514
Collection of non-trade receivables 388 1,019
Other, net 514 --
--------- ---------
Cash used for investing activities (15,375) (19,689)
--------- ---------
Financing activities
Proceeds from issuance of debt 14,950 --
Payment of debt and capitalized
lease obligations (16,280) (1,217)
Purchase of common stock (40,163) (3,637)
Issuance of common stock 278 115
Other, net (82) 164
--------- ---------
Cash used for financing activities (41,297) (4,575)
--------- ---------
Increase (decrease) in cash (27,090) 1,676
Cash at beginning of period 33,187 10,262
--------- ---------
Cash at end of period $ 6,097 $ 11,938
========= =========
Supplemental information:
Cash paid during the period for
Interest (net of amount capitalized) $ 624 $ 718
Income taxes 531 773
</TABLE>
Noncash transactions:
During the thirty-six weeks ended July 9, 2000, the Company
settled a franchisee receivable in the amount of
$210,000 in exchange for property and equipment with a fair market
value of $210,000.
The accompanying notes are an integral part of the consolidated
financial statements.
VICORP Restaurants, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
----------------------------------------------------------
1. Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements of
VICORP Restaurants, Inc. (the "Company") have been prepared in
accordance with generally accepted accounting principles for
interim financial statements and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. In the opinion of management,
all adjustments considered necessary (which are of a normal and
recurring nature) for fair presentation have been included. These
financial statements should be read in conjunction with the audited
financial statements and notes thereto for the year ended October
31, 1999, filed with the Securities and Exchange Commission in the
Company's Annual Report on Form 10-K.
2. Debt
----
As of July 9, 2000, the Company had no outstanding borrowings
under its bank credit facility, while letters of credit placed in
connection with its insurance programs totaled $700,000. The bank
credit facility was amended effective April 14, 2000 to extend the
maturity date to February 28, 2003, as well as amend certain fee
calculations and debt covenants.
3. Inventory
---------
Inventory consisted of the following (in thousands):
<TABLE>
<CAPTION>
July 9, October 31,
2000 1999
------- -----------
<S> <C> <C>
Inventory at production facilities
and third party storage locations:
Raw materials $2,722 $2,401
Finished goods 1,444 5,192
------ ------
4,166 7,593
Restaurant inventory 2,299 2,396
------ ------
$6,465 $9,989
====== ======
</TABLE>
4. Earnings per Share
------------------
Basic earnings per share is calculated using the average number of
common shares outstanding. Diluted earnings per share is computed
on the basis of the average number of common shares outstanding
plus the effect of potentially dilutive common stock equivalents
using the treasury stock method.
5. Tender Offer
------------
On November 23, 1999, the Company commenced a tender offer to
purchase up to 2,000,000 shares of the outstanding common stock
for $19.00 per share. The tender offer concluded on December 22,
1999, and the Company funded the transaction on December 29, 1999
whereby 2,000,000 shares were purchased.
6. Operating Segment
-----------------
The Company has three reportable segments; Village Inn, Bakers
Square and Franchising. Amounts not attributed to these segments
consist of general and administrative expenses and non-operating
assets. Certain asset balances at October 31, 1999 were
reclassified between the Company's segments. Summarized financial
information concerning the Company's reportable segments is shown
in the following table (in thousands).
<TABLE>
<CAPTION>
Bakers Square Village Inn Franchising Other Total
------------- ----------- ----------- ----- -----
<S> <C> <C> <C> <C> <C>
Twelve weeks ended July 9, 2000
Net sales $ 51,439 $ 34,753 $ -- $ -- $ 86,192
Operating profit/(loss) 5,918 5,541 685 (6,148) 5,996
Twelve weeks ended July 11, 1999
Net sales $ 50,463 $ 32,567 $ -- $ -- $ 83,030
Operating profit/(loss) 5,336 5,567 679 (6,559) 5,023
Thirty-six weeks ended July 9, 2000
Net sales $153,567 $103,583 $ -- $ -- $257,150
Operating profit/(loss) 17,124 17,377 2,222 (19,047) 17,676
Thirty-six weeks ended July 11, 1999
Net sales $150,264 $ 97,233 $ -- $ -- $247,497
Operating profit/(loss) 14,583 16,529 2,159 (19,516) 13,755
Total assets
July 9, 2000 $ 81,335 $ 48,733 $ 3,266 $ 60,527 $193,861
October 31, 1999 85,758 43,099 5,137 94,277 228,271
</TABLE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Consolidated Results of Operations
Overview
--------
VICORP Restaurant, Inc. operates family style restaurants under the
names "Bakers Square" and "Village Inn," and franchises restaurants
under the Village Inn brandname. At July 9, 2000, the Company operated
two hundred fifty-five restaurants in fourteen states. Of
the two hundred fifty-five Company-operated restaurants, one hundred forty-
nine were Bakers Squares and one hundred six were Village Inns, with an
additional one hundred fourteen franchised Village Inn restaurants in
twenty-one states. The Company-operated and franchised restaurants are
concentrated in Arizona, California, Florida, the Rocky Mountain region
and the Midwest. The Company operates a pie manufacturing division to
support Bakers Square, which operates under the name "VICOM". VICOM
has three production facilities located in Santa Fe Springs,
California, Oak Forest, Illinois and the recently acquired Chaska,
Minnesota plant. The Company operated the Chaska, Minnesota production
facility under an agreement with Pies, Inc. for a term of five months
and purchased the facility at the completion of the operating term on
February 1, 2000 for $2,600,000.
Consolidated Results of Operations
----------------------------------
The Company's quarterly financial information is subject to seasonal
fluctuation and may not be indicative of annual results.
The following table sets forth selected operating statistics by
concept (in thousands, except restaurants at quarter-end).
<TABLE>
<CAPTION>
Third Quarter Year-to-Date
---------------------------- -------------------------
Twelve Twelve Thirty-six Thirty-six
weeks ended weeks ended weeks ended weeks ended
----------- ----------- ----------- -----------
July 9, July 11, July 9, July 11,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Bakers Square
Restaurant sales $ 51,439 $ 50,463 $ 153,567 $ 150,264
Restaurant operating profit 5,918 5,336 17,124 14,583
Restaurant operating profit % 11.5% 10.6% 11.2% 9.7%
Divisional administrative
costs <F1> 1,056 1,152 3,283 3,955
Divisional operating profit 4,862 4,184 13,841 10,628
Company operated restaurants 149 150
Village Inn
Restaurant sales $ 34,753 $ 32,567 $ 103,583 $ 97,233
Restaurant operating profit 5,541 5,567 17,377 16,529
Restaurant operating profit % 15.9% 17.1% 16.8% 17.0%
Franchise income 685 679 2,222 2,159
Divisional administrative costs 972 1,098 3,109 3,170
Divisional operating profit 5,254 5,148 16,490 15,518
Company operated restaurants 106 102
Franchise operated restaurants 114 113
Consolidated
Restaurant sales $ 86,192 $ 83,030 $ 257,150 $247,497
Food cost % 30.0% 29.6% 30.0% 30.5%
Labor cost % 33.0% 32.8% 32.6% 32.4%
Other operating cost % 23.7% 24.5% 23.9% 24.5%
Restaurant operating profit % 13.3% 13.1% 13.5% 12.6%
Restaurant operating profit 11,459 10,903 34,501 31,112
Franchise income 685 679 2,222 2,159
Divisional administrative
costs 2,028 2,250 6,392 7,125
--------- --------- -------- --------
Divisional operating profit 10,116 9,332 30,331 26,146
--------- --------- -------- --------
Unallocated general and
administrative costs <F1> 4,120 4,309 12,655 12,391
--------- --------- -------- --------
Operating profit $ 5,996 $ 5,023 $ 17,676 $ 13,755
========= ========= ======== ========
</TABLE>
<F1> Certain executive compensation, which had been accounted for as
Bakers Square divisional administrative costs in fiscal 1999, is
accounted for as unallocated general and administrative costs in fiscal
2000.
Twelve Weeks Ended July 9, 2000 Compared to the Twelve Weeks Ended July 11, 1999
Restaurant Sales
----------------
Consolidated restaurant sales increased 3.8% or $3,162,000 for the
quarter compared to the quarter ended July 11, 1999. The Company
experienced an overall same store sales increase of 2.4% over the prior
year quarter. This increase is primarily due to the Easter holiday
falling in the third quarter of fiscal 2000 versus the second quarter
of 1999. The Company's stores experience a significant increase in
volume over this holiday weekend.
The following table sets forth the percent change over the prior year
quarter by concept for comparable store sales and comparable store
guest counts, as well as quarterly store operating margin:
<TABLE>
<CAPTION>
Bakers Square Village Inn
------------- -----------
Comparable Comparable
Comparable Store Store Comparable Store Store
Store Guest Operating Store Guest Operating
Sales Counts Margin Sales Counts Margin
------------------------------------ ---------------------------------
<S> <C> <C> <C> <C> <C> <C>
2000:
1st Qtr 3.5% 1.6% 11.4% (0.2%) (3.5%) 16.7%
2nd Qtr 1.0% 1.5% 10.5% 2.0% (1.0%) 17.7%
3rd Qtr 2.5% (0.1%) 11.5% 2.1% 0.5% 15.9%
1999:
1st Qtr 5.5% 0.5% 9.7% 2.0% (0.4%) 17.0%
2nd Qtr 4.7% 1.0% 8.8% 0.8% (0.8%) 16.9%
3rd Qtr 5.6% 2.6% 10.6% 0.5% (1.8%) 17.1%
4th Qtr 3.0% 1.3% 9.9% 0.1% (3.2%) 16.3%
</TABLE>
During the third quarter of fiscal 2000, the Bakers Square concept
captured an additional $976,000 or 1.9% in sales compared to the prior
year quarter. Same store sales increased 2.5%, while same store guest
counts decreased slightly.
Overall, Village Inn sales increased by 6.7% or $2,186,000. This is a
result of the Company operating four additional Village Inn restaurants
during the third quarter of 2000, compared to the third quarter of 1999
(subsequent to July 11, 1999, six new restaurants were opened, one
Company-operated restaurant was converted to a franchise operation, two
restaurants were closed due to lease termination and one restaurant was
converted from a franchise operation to a Company-operated restaurant).
Village Inn same store sales and same store customer counts increased
over the prior year quarter 2.1% and .5%, respectively. Of the six new
Village Inn restaurants opened since July 11, 1999, five were opened
during the current fiscal year, including one during the first quarter
and four during the second quarter of fiscal 2000. The Company expects
to open up to three additional units during the fourth quarter.
Restaurant Operating Profit
---------------------------
Consolidated restaurant operating profit increased 5.1% or $556,000 for
the quarter compared to the quarter ended July 11, 1999.
Bakers Square restaurant operating profit increased 10.9% or $582,000
over the prior year quarter, while restaurant operating profit as a
percent of sales increased to 11.5% from 10.6% for the quarter ended
July 11, 1999. The significant increase in operating profit was due
to a 2.5% increase in same stores sales, as well as effective operating
expense management at the store-level.
Village Inn restaurant operating profit decreased .5% or $26,000, and
restaurant operating profit as a percent of sales decreased to 15.9%
from 17.1% over the prior year quarter. The decline was a result of
increased food costs driven by a distributor delivery price increase
and increased marketing expenses. Food costs and marketing expenses as
a percent of sales increased by 1.2% and 1.0%, respectively.
Franchise Operations
--------------------
Net franchise income increased .9% or $6,000 between the quarter ended
July 9, 2000 and the quarter ended July 11, 1999, primarily as a result
of increased royalties.
General and Administrative Expenses
-----------------------------------
General and administrative expenses for the third quarter of 2000 were
$6,148,000 compared to $6,559,000 during the third quarter of 1999.
The $411,000 or 6.3% decrease is attributable to various general and
administrative expense reductions, including a reduction of Year 2000
related expenditures. General and administrative expense as a percent
of restaurant sales declined favorably to 7.1% from 7.9% in the prior
year quarter.
Other Income
------------
Other income for the quarter ended July 9, 2000 decreased $73,000 from
the quarter ended July 9, 1999.
Interest Expense
----------------
Interest expense decreased 20% or $46,000 between the quarter ended
July 9, 2000 and the quarter ended July 11, 1999. The decrease was
primarily due to twelve capital leases being paid in full during 1999
and capitalization of $13,000 of interest expense under the
requirements of Statement of Financial Accounting Standards ("SFAS")
No. 34, "Capitalization of Interest Cost", offset by interest incurred
on line of credit draws. The Company maintained an average draw on the
line of credit for the quarter ended July 9, 2000 of $959,000 compared
to $0 for the prior year quarter.
Effective Tax Rate
------------------
The Company's effective tax rate for the quarter ended July 9, 2000 and
the quarter ended July 11, 1999 was 36.5%. A significant portion of
the provision for income taxes represents the non-cash utilization of
deferred tax assets established for remaining net operating loss
carryforwards. Taxes currently payable continue to be limited to
Federal alternative minimum taxes and state income taxes.
Thirty-six Weeks Ended July 9, 2000 Compared to the Thirty-six Weeks
Ended July 11, 1999
Restaurant Sales
----------------
Consolidated restaurant sales increased 3.9% or $9,653,000 for the
thirty-six weeks ended July 9, 2000 compared to the thirty-six weeks
ended July 11, 1999. The Company experienced an overall same store
sales increase of 2.0% over the prior year period.
The following table sets forth the percent change over the prior year
by concept for comparable store sales and comparable store guest
counts, as well as year to date store operating margin:
<TABLE>
<CAPTION>
Bakers Square Village Inn
------------- -----------
Comparable Comparable
Comparable Store Store Comparable Store Store
Store Guest Operating Store Guest Operating
Sales Counts Margin Sales Counts Margin
-------------------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C>
2000: 2.4% 1.0% 11.2% 1.4% (1.2%) 16.8%
1999: 5.3% 1.4% 9.7% 1.2% (0.8%) 17.0%
</TABLE>
Bakers Square restaurant sales increased $3,303,000 or 2.2% as a result
of a 2.4% increase in same store sales for the thirty-six weeks ended
July 9, 2000 compared to the thirty-six weeks ended July 11, 1999. The
Company was successful in capturing an additional $1,975,000 in sales
during the key holiday pie season in the first quarter of 2000 compared
to the first quarter of 1999. The year to date increase was also driven
by a 1.0% increase in same store guest counts.
During the thirty-six weeks ended July 9, 2000 compared to the thirty-
six weeks ended July 11, 1999, Village Inn sales increased by 6.5% or
$6,350,000 due to the Company operating four additional Village Inn
restaurants in the current period (subsequent to July 11, 1999, six new
restaurants were opened, one Company-operated restaurant was converted to
a franchise operation, two restaurants were closed due to lease
termination and one restaurant was converted from a franchise operation
to a Company-operated restaurant). Village Inn same store sales increased
1.4%, while same store customer counts decreased 1.2% over the prior
year period. The decrease in same store customer counts is partially
attributable to the initial impact of opening new stores in established
market areas. Of the six new Village Inn restaurants opened since July
11, 1999, five were opened during the current fiscal year, including
one during the first quarter and four during the second quarter of
fiscal 2000. The Company expects to open up to three additional units
during the fourth quarter.
Restaurant Operating Profit
---------------------------
Consolidated restaurant operating profit increased 10.9% or $3,389,000
for the thirty-six weeks ended July 9, 2000 compared to the thirty-six
weeks ended July 11, 1999.
Bakers Square restaurant operating profit for the thirty-six weeks
ended July 9, 2000 increased 17.4% or $2,541,000 over the thirty-six
weeks ended July 11, 1999, while restaurant operating profit as a
percent of sales increased to 11.2% from 9.7%. The significant
improvement of Bakers Square restaurant operating profit was driven by
a 2.4% increase in same stores sales, improved execution during the
first quarter's key holiday pie season and effective food cost and
other operating expense management at the store-level.
Village Inn restaurant operating profit for the thirty-six weeks ended
July 9, 2000 increased 5.1% or $848,000 due primarily to the Company
operating four additional restaurants in fiscal 2000. Restaurant
operating profit as a percent of sales decreased slightly to 16.8% from
17.0% for the thirty-six weeks ended July 9, 2000 versus the thirty-six
weeks ended July 11, 1999 primarily as a result of increased marketing
expenses. Marketing expenses as a percent of sales increased to 2.4%
compared to 1.5% in the prior year.
Franchise Operations
--------------------
Net franchise income increased 2.9% or $63,000 between the thirty-six
weeks ended July 9, 2000 and the thirty-six weeks ended July 11, 1999
primarily as a result of increased royalties.
General and Administrative Expenses
-----------------------------------
General and administrative expenses for the thirty-six weeks ended July
9, 2000 were $19,047,000 compared to $19,516,000 during the thirty-six
weeks ended July 11, 1999. The $469,000 or 2.4% decrease is partially
attributable to a reduction of Year 2000 related expenditures. Overall,
general and administrative expenses decreased favorably as a percent of
restaurant sales to 7.4% for the thirty-six weeks ended July 9, 2000
compared to 7.9% for the same period in fiscal 1999.
Other Income
------------
Other income for the thirty-six weeks ended July 9, 2000 increased
$128,000 or 36.9% from the prior year period, due primarily to interest
earned on the $28,700,000 in net proceeds received from the sale
leaseback transaction completed on October 28, 1999. The proceeds were
used to fund the tender offer for 2,000,000 shares at $19.00 per share
on December 29, 1999.
Interest Expense
----------------
Interest expense declined 12.2% or $86,000 between the thirty-six weeks
ended July 9, 2000 and the thirty-six weeks ended July 11, 1999. The
decrease was primarily due to twelve capital leases being paid in full
during 1999 and $50,000 of interest expense capitalized under the
requirements of SFAS No. 34, offset by interest incurred on line of
credit draws. The Company maintained an average draw on the line of
credit for the thirty-six weeks ended July 9, 2000 of $2,602,000
compared to $0 for the prior year.
Effective Tax Rate
------------------
The Company's effective tax rate for the thirty-six weeks ended July 9,
2000 and the thirty-six weeks ended July 11, 1999 was 36.5%. A
significant portion of the provision for income taxes represents the
non-cash utilization of deferred tax assets established for remaining
net operating loss carryforwards. Taxes currently payable continue to
be limited to Federal alternative minimum taxes and state income taxes.
Liquidity and Capital Resources
-------------------------------
Net cash provided by operating activities for the thirty-six weeks
ended July 9, 2000 was $29,582,000 compared with $25,940,000 for the
thirty-six weeks ended July 11, 1999. The $3,642,000 increase was
primarily due to a $2,626,000 or 30.9% increase in net income, as well
as effective working capital management.
The Company's investing activities for the thirty-six weeks ended July
9, 2000 utilized $15,375,000 compared with $19,689,000 for the thirty-
six weeks ended July 11, 1999. The $4,314,000 decrease was primarily
attributable to a $3,165,000 reduction in capital expenditures.
Management expects to invest approximately $29,600,000 during fiscal
2000 in developing up to eight to ten Company-operated locations
(including up to five Bakers Square locations in the Chicago area),
completing several remodel projects on existing restaurants, as well as
enhancing production capabilities at VICOM. During the thirty-six
weeks ending July 9, 2000, five new Village Inn restaurants were opened
(one in Colorado, two in Arizona, one in Nebraska and one in Iowa) and
the Chaska facility was purchased as previously noted.
The Company's financing activities for the thirty-six weeks ended July
9, 2000 utilized $41,297,000 compared with $4,575,000 for the thirty-
six weeks ended July 11, 1999. The $36,722,000 increase was as a
result of the tender offer commenced on November 23, 1999 to purchase
up to 2,000,000 shares of the outstanding common stock at $19.00 per
share. The tender offer concluded on December 22, 1999, and the Company
funded the transaction on December 29, 1999 whereby 2,000,000 shares
were purchased. The transaction was funded using the $28,700,000 in
net proceeds received from the sale leaseback transaction completed on
October 28, 1999, as well as a $4,000,000 draw on the Company's credit
facility. An additional 115,000 shares were repurchased subsequent to
the tender offer under the Company's share repurchase plan. As of July
9, 2000, 338,375 common shares remained available for purchase under
the Board of Directors authorizations. Future purchases under the
authorizations may be made from time to time in the open market or
through privately negotiated transactions and will be dependent upon
various business and financial considerations.
On December 19, 1997, the Company executed an amended and restated
credit agreement, which provides for an available credit limit of $40,000,000
in the aggregate with a sublimit of $10,000,000 on letters of credit.
The bank credit facility was amended effective April 14, 2000 to extend
the maturity date to February 28, 2003, as well as amend certain fee
calculations and debt covenants. As of July 9, 2000, the Company had
no outstanding debt under the Company's bank credit facility and
$700,000 in letters of credit issued in connection with its insurance
programs.
Cash and cash equivalents at July 9, 2000 equaled $6,097,000. The
Company believes anticipated cash flow from operations, as well as the
availability of funds under the $40,000,000 line of credit, and other
financing sources will provide sufficient capital to meet current
foreseeable cash needs, including working capital and capital
expenditures.
At July 9, 2000, the Company had twenty-eight properties which it was
seeking to dispose of, six of these were idle and twenty-two were
subleased. The Company owns five of the properties in fee and is the
prime lessee on twenty-three leases (four of the fee properties are
idle). The Company estimates potential proceeds of $938,000 on the
disposal of the fee properties. The two remaining idle properties will
be disposed of through lease terminations within a year. At July 9,
2000, loss reserves previously established for the disposal of these
properties had a remaining balance of $3,283,000, including $1,566,000
to reduce the properties to realizable value and $1,717,000 to provide
for carrying costs and sublease losses. During the thirty-six weeks
ended July 9, 2000, closure and carrying costs of $137,000 were charged
against the liability. At present, the Company anticipates the
reserves will be adequate to cover the future losses and operating
costs for these properties.
During the first quarter of 2000, the Company sold its Denver bakery
facility yielding cash proceeds of $690,000. A resulting loss of
$614,000 was applied against the property disposal reserve previously
established for this purpose.
The Company guaranteed certain leases for twenty-five restaurant
properties sold in 1986 and sixteen restaurant leases of certain
franchisees. Minimum future rental payments remaining under these
leases were $5,300,000 as of October 31, 1999. These guarantees are
included in the definition of financial instruments with off-balance-
sheet risk of accounting loss. The Company has no reason to believe
that any material liability exists and believes it is impracticable to
estimate the fair value of these financial guarantees (e.g., amounts
the Company could pay to remove the guarantees).
Management Outlook
------------------
The Board of Directors appointed an independent committee of Directors
to evaluate various strategic alternatives to enhance shareholder
value. The independent committee has retained Salomon Smith Barney as
its financial advisor to assist in the evaluation.
Forward-Looking Statements
--------------------------
Certain matters discussed in this report are "forward-looking
statements" intended to qualify for the safe harbors from liability
established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such
because the context of the statement will include words such as the
Company "believes," "anticipates," "expects" or words of similar
import. Similarly, statements that describe the Company's future
plans, objectives or goals are also forward-looking statements. Such
forward-looking statements are subject to risks and uncertainties which
could cause actual results to differ materially from those currently
anticipated. Shareholders, potential investors and other readers are
urged to consider these factors carefully in evaluating the forward-
looking statements and are cautioned not to place undue reliance on
such forward-looking statements. The forward-looking statements made
herein are only made as of the date of this report and the Company
undertakes no obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstances.
New Accounting Pronouncements
-----------------------------
In June 1999, the Financial Accounting Standards Board issued SFAS No.
137 which delayed the effective date of SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", until fiscal quarters
of fiscal years beginning after June 15, 2000. SFAS 133 requires all
derivatives to be recognized as assets or liabilities on the balance
sheet and measured at fair value. Changes in the fair value of
derivatives should be recognized in either net income or other
comprehensive income, depending on the designated purpose of the
derivative. At present the Company is investigating the effect the
adoption of this statement will have on the Company's results of
operations, financial position and cash flows, if any.
In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44 (FIN 44), "Accounting for Certain Transactions
involving Stock Compensation - an interpretation of APB Opinion No.
25," with an effective date of July 1, 2000. The interpretation
clarifies the application of Opinion 25 for certain issues, including
the definition of employee for purposes of applying Opinion 25, the
criteria for determining whether a plan qualifies as a noncompensatory
plan, the accounting consequence of various modifications to the terms
of a previously fixed stock option or award and the accounting for an
exchange of stock compensation awards in a business combination, among
others. The application of FIN 44 is not expected to have a material
effect on the Company's consolidated financial statements.
Item 1. Legal Proceedings
With respect to Kirk v. VICORP Restaurants, Inc., Case No. BC-198202
commenced in the Superior Court of Los Angeles County, California,
reported in the Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 1999, on February 16, 2000, Kirk's motion for
class certification was denied. Kirk filed an appeal of the denial on
April 14, 2000. The case has been stayed pending the appeal.
With respect to Ontiveros v. VICORP Restaurants, Inc., Case No. BC-
202962 commenced in the Superior Court of Los Angeles County,
California, reported in the Company's Annual Report on Form 10-K for
the fiscal year ended October 31, 1999, on January 3, 2000, the Court
issued an order staying the case under the primary jurisdiction
doctrine.
Item 5. Other Information
The Company normally holds its Annual Meeting of Shareholders in late April
or early May each year. The 2000 Annual Meeting of Shareholders was deferred.
The Company presently expects to hold its 2000 Annual Meeting of Shareholders
on October 27, 2000.
Any shareholder proposal to be considered for presentation at the 2000 Annual
Meeting of Shareholders must be received by the Company in writing at its
executive offices on or before September 15, 2000, to be considered for
inclusion in the Company's proxy materials. If a shareholder desires to
present a proposal for consideration at the 2000 Annual Meeting of Shareholders
which is not timely submitted for inclusion in the Company's proxy materials
and the shareholder fails to notify the Company by October 2, 2000, of such
proposal, the management proxies may use their discretionary voting authority
when the proposal is raised at the Annual Meeting without any discussion of
the matter in the Proxy Statement.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(10) Material Contracts
Indemnification Agreement
(27) Financial data schedule
(b) Reports on Form 8-K
None.
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 thereunto duly authorized.
VICORP Restaurants, Inc.
(Registrant)
August 22, 2000 By: /s/Joseph F. Trungale
----------------------
Joseph F. Trungale
Chief Executive Officer and President
August 22, 2000 By: /s/Richard E. Sabourin
-----------------------
Richard E. Sabourin
Executive Vice President and
Chief Financial Officer
