UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549-1004

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 13, 2006
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

x QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 19, 2007

o TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 333-117263

VICORP RESTAURANTS, INC.

(Exact name of registrant as specified in its charter)

STATE OF COLORADO		84-0511072
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)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o NO ýx

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YES x NO o

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 and (2) has been subject to such filing requirements for the past 90 days. YES x ý NO o

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of delinquent ~~(1)~~filers, ~~has~~pursuant ~~filed~~to ~~all~~Item ~~reports~~405 ~~required~~of toRegulation beS-K ~~filed~~is bynot ~~Section~~contained 13herein, orand will ~~15(d)~~not ofbe ~~the Securities~~contained, ~~Exchange~~to ~~Act~~the best of ~~1934 during~~ the ~~preceding~~registrant’s 12knowledge, ~~months~~in ~~and~~definitive proxy ~~(2)~~or ~~has~~information ~~been subject~~statements toincorporated ~~such~~by reference ~~filing~~in ~~requirements~~Part ~~for~~III of the ~~past~~Form 9010-K ~~days.~~or ~~YES ý NO o~~any amendment to this form 10-K: x

Indicate by check mark if disclosure of delinquent filers, pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this form 10-K: ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý x

Indicate by check mark whether the registrant is a shell ~~company~~Company (as defined in Rule 12b-2 of the Exchange Act). YES o NO ý x

Number of shares of Common Stock, $0.0001 par value, outstanding at ~~August 18th~~May 31, ~~2006~~2007: 1,~~389~~361,~~206~~753, excluding treasury shares.

VICORP RESTAURANTS, INC.

~~Form~~April 19, ~~10-Q~~2007

July 13, 2006

INDEX

PART I - FINANCIAL INFORMATION
				Page
	Item 1.	Unaudited Consolidated Financial Statements
PART I - FINANCIAL INFORMATION
		Unaudited Consolidated Balance Sheets as of July 13, 2006 and November 3, 2005
	Item 1.		Unaudited Consolidated Financial Statements
		Unaudited Consolidated Statements of Operations for the 84 days ended July 13, 2006 and July 14, 2005 and the 252 days ended July 13, 2006 and the 259 days ended July 14, 2005
			Consolidated Balance Sheets as of April 19, 2007 and November 2, 2006	3
		Unaudited Consolidated Statements of Cash Flows for the 252 days ended July 13, 2006 and the 259 days ended July 14, 2005
			Consolidated Statements of Operations for the 84 days ended April 19, 2007 and April 20, 2006 and the 168 days ended April 19, 2007 and April 20, 2006	4
		Notes to Unaudited Consolidated Financial Statements
			Consolidated Statements of Cash Flows for the 168 days ended April 19, 2007 and April 20, 2006	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
			Notes to Consolidated Financial Statements	6
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk
	Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
	Item 4.	Controls and Procedures
	Item 3.		Quantitative and Qualitative Disclosures About Market Risk	22
PART II - OTHER INFORMATION
	Item 4.		Controls and Procedures	22
	Item 1.	Legal Proceedings
PART II - OTHER INFORMATION
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
	Item 1.		Legal Proceedings	22
	Item 3.	Defaults Upon Senior Securities
	Item 1a.		Risk Factors	23
	Item 4.	Submission of Matters to a Vote of Security Holders
	Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	23
	Item 5.	Other Information
	Item 3.		Defaults Upon Senior Securities	23
	Item 6.	Exhibits
	Item 4.		Submission of Matters to a Vote of Security Holders	23
SIGNATURES
	Item 5.		Other Information	23
	Item 6.		Exhibits	23
SIGNATURES				24

PART I - – FINANCIAL ~~INFORMATION~~STATEMENTS

Item 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

VI Acquisition Corp. ~~Consolidated Balance Sheets (In Thousands, Except Share Data) (Unaudited)~~

	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 13, 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 13, 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 13, 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

Consolidated Balance Sheets

~~See accompanying notes to consolidated financial statements.~~(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
Commitments and contingencies (Note 5)
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

VISee ~~Acquisition~~accompanying ~~Corp. Consolidated~~notes ~~Statements~~to ofconsolidated ~~Operations (In~~financial ~~Thousands) (Unaudited)~~statements.

	84 Days Ended			84 Days Ended			252 Days Ended			259 Days Ended
	July 13,			July 14,			July 13,			July 14,
	2006			2005			2006			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	)

~~See~~VI ~~accompanying~~Acquisition ~~notes to consolidated financial statements~~Corp.

4Consolidated Statements of Operations

~~VI Acquisition Corp. Consolidated Statements of Cash Flow~~ (In Thousands) ~~(Unaudited)~~

	252 Days Ended			259 Days Ended
	July 13,			July 14,
	2006			2005
Operating activities:
Net (loss) income	$	(1,806	)	$	4,032
Reconciliation of net (loss) income to net cash provided by operating activities:
Depreciation and amortization	15,471			13,744
Asset impairments	821			—
Amortization of financing costs and original issue discounts	866			869
Amortization of deferred loss	(2		)	—
Loss on disposition of assets	336			74
Deferred income tax expense	445			(2,965		)
Accretion of interest on deemed landlord financing obligations	421			298
Changes in operating assets and liabilities:
Receivables, net	1,121			3,608
Inventories	(734		)	1,765
Cash overdraft	(3,997		)	(3,190		)
Accounts payable, trade	(856		)	(935		)
Accrued compensation	(2,482		)	345
Other current assets and liabilities	4,473			5,362
Other noncurrent assets and liabilities	2,076			2,565
Net cash provided by operating activities	16,153			25,572
Investing activities:
Acquisition of franchisee restaurants	(650		)	—
Purchase of property and equipment	(16,929		)	(11,914		)
Proceeds from build-to-suit reimbursements	792
Purchase of assets under deemed landlord financing liability	(10,380		)	(10,469		)
Proceeds from disposition of property	—			102
Collection of notes receivable	—			196
Net cash used in investing activities	(27,167		)	(22,085		)
Financing activities:
Payments of debt, capital lease obligations and deemed landlord financing obligations	(53,086		)	(9,217		)
Proceeds from issuance of debt	54,550			7,600
Proceeds from deemed landlord financing	10,525			9,055
Net proceeds from issuance of preferred stock and common stock	—			350
Debt issuance costs	—			(12		)
Issuance of common stock	84			—
Payments for repurchase of stock	(745		)	—
Net cash provided by financing activities	11,328			7,776
Increase in cash and cash equivalents	314			11,263
Cash and cash equivalents at beginning of period	2,099			1,332
Cash and cash equivalents at end of period	$	2,413		$	12,595
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest on long-term debt and deemed landlord financing liability (net of amount capitalized)	$	18,016		$	14,393
Income taxes	861			893
Supplemental disclosures of non-cash investing and financing activities:
Build-to-suit reimbursements not yet received	$	1,230		$	1,175
Deemed landlord financing—third party direct pays	5,952			—
Preferred stock and dividends and accretion	$	6,749		$	5,964

(Unaudited)

See accompanying notes to consolidated financial statements.

	For the 84 days ended						For the 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
Management fees – related party	196			196			392			392
Employee severance	500			—			500			—
Loss on disposition of assets	413			161			409			177
Asset impairments	1,555			513			1,555			821
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	)

5See accompanying notes to consolidated financial statements.

~~VI Acquisition Corp. Notes to Consolidated Financial Statements July 13, 2006 (Unaudited)~~4

~~1. Description~~VI ofAcquisition ~~the Business and Basis of Presentation~~Corp.

~~Description~~Consolidated Statements of ~~Business~~Cash Flow

~~VI Acquisition Corp.~~ (~~the~~In ~~“Company” or “VI Acquisition”~~Thousands), a Delaware corporation, was organized in June 2003 by Wind Point Partners and other co-investors. VICORP Restaurants, Inc. (“VICORP”) and its subsidiaries are wholly-owned by VI Acquisition Corp. As a holding company, VI Acquisition Corp. does not have any independent operations and, consequently, its consolidated statements of operations are substantially equivalent to those of VICORP.

The Company operates family style restaurants under the brand names “Bakers Square” and “Village Inn,” and franchises restaurants under the Village Inn brand name. At July 13, 2006, the Company operated 305 Company-owned restaurants in 17 states. Of the Company-owned restaurants, 149 are Bakers Square restaurants and 156 are Village Inn restaurants, with an additional 95 franchised Village Inn restaurants in 18 states. The Company-owned and franchised restaurants are concentrated in Arizona, California, Florida, the Rocky Mountain region, and the upper Midwest. In addition, the Company operates three pie manufacturing facilities located in Santa Fe Springs, California; Oak Forest, Illinois; and Chaska, Minnesota.(Unaudited)

Basis of Presentation

	For 168 days ended
	April 19,			April 20,
	2007			2006
Operating activities:
Net loss	$	(8,517	)	$	(1,225	)
Reconciliation to net cash provided by operating activities:
Depreciation and amortization	9,230			10,340
Asset impairments	1,555			821
Amortization of financing costs and original issue discounts	586			577
Loss on disposition of assets	409			177
Deferred income tax benefit	—			582
Amortization of deferred gain/loss	13			—
Accretion of interest on deemed landlord financing obligations	154			281
Changes in operating assets and liabilities:
Receivables, net	3,620			1,151
Inventories	4,843			1,452
Unpresented checks	(3,189		)	(3,336		)
Accounts payable	(2,667		)	(1,120		)
Accrued compensation	176			371
Other current assets and liabilities	4,296			4,565
Other non-current assets and liabilities, net	1,133			1,353
Net cash provided by operating activities	11,642			15,989
Investing activities:
Acquisition of franchisee restaurants	—			(650		)
Purchase of property and equipment	(5,240		)	(11,356		)
Purchase of assets under deemed landlord financing liability	(1,083		)	(7,310		)
Purchase of build-to-suit assets	(640		)	—
Proceeds from build-to-suit reimbursements	1,528			—
Net cash (used in) investing activities	(5,435		)	(19,316		)
Financing activities:
Payments of debt, capital lease obligations, and deemed landlord financing obligations	(59,004		)	(23,143		)
Proceeds from issuance of debt	53,260			22,150
Proceeds from deemed landlord financing	31			4,920
Debt amendment costs	(72		)	—
Payments for repurchase of stock	—			(745		)
Net cash (used) provided in financing activities	(5,785		)	3,182
Increase (decrease) in cash and cash equivalents	422			(145		)
Cash and cash equivalents at beginning of period	1,938			2,099
Cash and cash equivalents at end of period	$	2,360		$	1,954

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest on long-term debt and deemed landlord financing liability (net of amount capitalized)	$	13,385		$	14,255
Income taxes	3			846

Supplemental disclosures of non-cash investing and financing activities:
Deemed landlord / build-to-suit reimbursements not yet received	$	3,533		$	4,933
Deemed landlord / build-to-suit financing—third party direct pays	983			3,892
Capital lease – equipment	156			—

Preferred stock dividends and accretion	$	4,848		$	4,427

~~The~~See accompanying ~~unaudited~~notes ~~consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions~~ to ~~Form 10-Q and~~ Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation. However, operating results for the 252-day period ended July 13, 2006 are not necessarily indicative of the results that may be expected for the fiscal year ending November 2, 2006. The consolidated ~~balance sheet at November 3, 2005 has been derived from the audited consolidated~~ financial statements ~~at that date but does not include all of the information and footnotes required by GAAP for complete financial statements~~. ~~For further information, refer to the audited consolidated financial statements and footnotes thereto for the year ended November 3, 2005 included in our Annual Report on Form 10-K.~~

~~Stock-Based Compensation~~5

~~Financial~~VI ~~Accounting~~Acquisition ~~Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No~~Corp. 123, “Accounting for Stock-Based Compensation,” defines a fair value method of accounting for employee stock compensation and encourages, but does not require, all entities to adopt that method of accounting. Entities electing not to adopt the fair value method of accounting must make pro forma disclosures of net income as if the fair value method of accounting defined in SFAS No. 123 had been applied. The Company has elected not to adopt the fair value method and instead has elected to follow Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations (however, refer to the discussion in the following paragraph related to the Company’s pending adoption of SFAS No. 123R, “Share-Based Payment”). Under APB Opinion No. 25, compensation expense related to stock options is calculated as the difference between the exercise price of the option and the fair market value of the underlying stock at the date of grant. This expense is recognized over the vesting period of the option or at the time of grant if the options immediately vest. As a result of the minimal number of stock options outstanding during all periods presented in the accompanying consolidated financial statements, the pro forma effects of applying the fair value method to outstanding options over their respective vesting periods had an immaterial effect on net income.

~~New~~Notes ~~Accounting~~to ~~Pronouncements~~Consolidated Financial Statements

InApril ~~November 2004~~19, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4.” SFAS No. 151 clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material and requires that such items be recognized as current-period charges regardless of whether they meet the “so abnormal” criterion outlined in ARB No. 43. SFAS No. 151 also introduces the concept of “normal capacity” and requires the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. Unallocated overheads must be recognized as an expense in the period incurred. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company implemented SFAS No. 151 and because we did not have abnormal costs, the implementation did not have a material impact on our financial position, results of operations or cash flows during the quarter or year to date period ended July 13, 2006.2007

6(Unaudited)

~~On December 16, 2004, the FASB issued SFAS No~~1. ~~123~~ Description ~~(revised 2004), Share-Based Payment, which is a revision~~ of ~~SFAS~~ ~~No. 123.~~the ~~SFAS 123(R)~~Business ~~supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees,~~ and ~~amends~~Basis ~~SFAS No. 95, Statement~~ of ~~Cash Flows. Generally, the approach in SFAS 123(R) is similar~~ to the approach described in SFAS 123. However, SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.Presentation

~~SFAS 123(R) permits public companies to~~Description ~~adopt its requirements using one~~ of ~~two methods:~~Business

1VI Acquisition Corp. A(the “~~modified~~Company” ~~prospective~~or “VI Acquisition”), ~~method~~a inDelaware ~~which~~corporation, was ~~compensation~~organized ~~cost~~in isJune ~~recognized~~2003 ~~beginning~~by ~~with~~Wind ~~the~~Point ~~effective~~Partners ~~date (a) based~~and onother ~~the~~co-investors. VICORP ~~requirements~~Restaurants, ofInc. ~~SFAS 123~~(R“VICORP”) ~~for all share-based~~is ~~payments~~wholly-owned ~~granted~~by ~~after~~VI ~~the~~Acquisition ~~effective~~Corp. As a ~~date~~holding ~~and~~company, ~~(b) based~~VI onAcquisition ~~the requirements~~Corp. ofdoes ~~SFAS 123~~not ~~for~~have ~~all~~any ~~awards~~independent operations ~~granted~~and toconsequently ~~employees~~its ~~prior~~consolidated tostatements ~~the effective date~~ of ~~SFAS 123(R)~~operations ~~that~~are substantially ~~remain~~equivalent ~~unvested~~to onthose ~~the~~of ~~effective~~VICORP ~~date~~Restaurants, ~~after~~ ~~estimating forfeitures~~Inc.

2.The ACompany operates family style restaurants under the brand names “~~modified~~Bakers ~~retrospective~~Square” ~~method~~and ~~which~~“Village ~~includes~~Inn,” and franchises restaurants under the ~~requirements~~Village ofInn brand name. At April 19, 2007, the ~~modified~~Company ~~prospective~~operated ~~method~~316 Company-owned ~~described~~restaurants ~~above~~in 17 states. Of the Company-owned restaurants, 147 are Bakers Square restaurants and ~~but~~169 ~~also~~are ~~permits~~Village ~~entities~~Inn torestaurants, ~~restate~~with ~~based~~an onadditional ~~the~~93 ~~amounts~~franchised ~~previously~~Village ~~recognized~~Inn ~~under~~restaurants ~~SFAS 123~~in ~~for~~18 ~~purposes~~states. The Company-owned ofand ~~pro~~franchised ~~forma~~restaurants ~~disclosures~~are ~~for~~concentrated ~~either~~in Arizona, ~~(a) all~~California, ~~prior~~Florida, ~~periods~~the ~~presented~~Rocky orMountain ~~(b) prior~~region, ~~interim~~and ~~periods~~the ofupper Midwest. In addition, the Company operates three pie manufacturing facilities located in ~~year~~Santa ofFe ~~adoption~~Springs, California; Oak Forest, Illinois; and Chaska, Minnesota.

~~The~~Basis Company will use the modified prospective method when it adopts SFAS 123(R). SFAS 123(R) is effective for non-public filers, with the first annual reporting period that begins after December 15, 2005. For purposes of ~~this Statement, the Company is~~ considered a non-public filer because it is an entity that has only debt securities trading in a public market. As permitted by SFAS 123, the Company had accounted for share-based payments to employees using APB Opinion 25’s intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options. Simultaneously with the closing of the Company’s sale transaction in June 2003, all options became immediately vested, thus the Company did not recognize any compensation expense. Consequently, the adoption of SFAS 123(R) will only impact the Company’s results of operations if the Company grants share-based payments subsequent to November 2, 2006, the beginning of the Company’s 2007 fiscal year.Presentation

InThe ~~May 2005, the FASB issued SFAS~~accompanying ~~No. 154,~~unaudited ~~Accounting~~consolidated ~~Changes~~financial ~~and~~statements ~~Error~~have ~~Corrections~~been ~~(“SFAS~~prepared ~~154)”.~~in ~~SFAS 154~~accordance ~~replaces~~with ~~APB~~generally ~~No. 20,~~accepted ~~Accounting~~accounting ~~Changes,~~principles ~~and~~(“GAAP”) ~~SFAS~~in ~~No. 3,~~the ~~Reporting Accounting~~United ~~changes~~States inof America ~~Interim~~for ~~Financial~~interim ~~Statements,~~financial information and ~~changes~~with the ~~requirements~~ ~~for~~instructions ~~the~~to ~~accounting~~Form 10-Q ~~for~~ and ~~reporting~~Article 10 of aRegulation ~~change in accounting principle~~S-X. Accordingly, ~~SFAS~~they ~~154~~do ~~requires~~not ~~retrospective~~include ~~application~~all of ~~changes~~the ininformation ~~accounting~~and footnotes ~~principle,~~required ~~unless~~by itGAAP isfor ~~impracticable~~complete tofinancial ~~determine~~statements. In ~~either~~the opinion of management, the ~~period-specific~~financial ~~effects~~statements orinclude ~~the~~all ~~cumulative~~adjustments, ~~effect~~consisting of ~~the~~normal ~~change.~~recurring ~~SFAS~~adjustments, necessary ~~154~~for ~~defines~~a ~~retrospective~~fair presentation. ~~application~~However, asoperating results for the ~~application~~quarter ofended aApril ~~different~~19, ~~accounting~~2007 ~~principle~~are tonot ~~prior~~necessarily ~~accounting~~indicative ~~periods~~of asthe ifresults that ~~principle~~may ~~had~~be ~~always~~expected ~~been~~for ~~used~~the orfiscal asyear ~~the~~ending ~~adjustment~~November of1, ~~previously~~2007. The ~~issued~~consolidated balance ~~financial~~sheet ~~statements~~at toNovember ~~reflect~~2, a2006, ~~change~~has inbeen derived from the audited ~~reporting~~consolidated ~~entity.~~financial ~~SFAS~~statements ~~154~~at ~~also~~that ~~redefines~~date, ~~restatement~~but asdoes ~~the~~not ~~revising~~include all of the ~~previously~~information ~~issued~~and ~~financial~~footnotes ~~statements~~required toby ~~reflect~~GAAP ~~the~~for ~~correction~~complete ~~of an~~financial ~~error~~statements. ~~SFAS~~For ~~154~~further isinformation, refer ~~effective~~to ~~for~~the ~~accounting~~audited ~~changes~~consolidated financial statements and ~~correction~~footnotes ofthereto ~~errors~~for ~~made~~the inyear ~~fiscal~~ended ~~years~~November ~~beginning~~2, ~~after December 15~~2006, ~~2005~~included on Form 10-K.

~~In October 2005, the FASB issued FSP~~Fiscal No. FAS 13-1, “Accounting for Rental Costs Incurred during a Construction Period.” FSP No. FAS 13-1 requires rental costs associated with operating leases that are incurred during a construction period to be recognized as rental expense. FSP No. FAS 13-1 is effective for reporting periods beginning after December 15, 2005. The transition provisions of FSP No. FAS 13-1 permit early adoption and retrospective application of the guidance. The Company historically capitalized rental costs incurred during a construction period. The Company implemented FSP No. FAS 13-1 during the first quarter of fiscal 2006 and it did not have a material impact upon the Company’s financial position, results of operations or cash flows. The Company capitalized $0.2 million and $0.4 million in the 84 days and year to date period ended July 14, 2005, respectively. The Company expensed $0.1 million and $0.4 million in the 84 days and year to date periods ended July 13, 2006, respectively.Periods

InThe ~~July~~Company ~~2006,~~utilizes ~~the~~a ~~Financial~~fiscal ~~Accounting~~year ~~Standards~~based ~~Board~~on ~~(FASB)~~thirteen ~~issued~~periods ~~FASB Interpretation~~whereby ~~No. 48,~~the ~~“Accounting~~last ~~for~~day ~~Uncertainty in Income Taxes — an Interpretation~~ of ~~FASB~~the ~~Statement No. 109”~~fiscal ~~(FIN 48),~~year ~~which~~is ~~clarifies~~ the ~~accounting~~nearest ~~for uncertainty~~Thursday into ~~tax~~October ~~positions~~31st. Each ~~This~~period ~~interpretation~~consists ~~requires~~of ~~that~~four weweeks, ~~recognize in~~beginning ~~our~~on ~~financial statements~~ the ~~impact~~first ofFriday afollowing ~~tax~~fiscal ~~position~~year ~~if that position is more~~end. ~~likely~~Each ~~than~~quarter ~~not~~consists of ~~being~~three ~~sustained~~periods ~~on audit~~each, ~~based~~with on the ~~technical~~fourth ~~merits of~~quarter ~~the~~having ~~position.~~four periods. The ~~provisions~~second ~~of FIN 48 are effective as of the beginning~~quarter of ~~our~~fiscal 2007 ~~fiscal~~and ~~year,~~2006 ~~with~~ended ~~the~~on ~~cumulative~~April ~~effect~~19, if2007 ~~any,~~and ofApril ~~the~~20, ~~change in~~2006, ~~accounting principle recorded as an adjustment to opening retained earnings~~respectively. ~~We are currently evaluating the impact of adopting FIN 48 on our condensed consolidated financial statements.~~

~~Reclassifications~~Stock-Based Compensation

~~Certain~~Prior to ~~prior~~November 3, ~~period~~2006, ~~amounts~~the Company accounted for share-based payments to employees in accordance with the ~~accompanying~~recognition ~~consolidated~~and ~~financial~~measurement provisions of ~~statements~~Accounting ~~have~~Principles ~~been~~Board ~~reclassified~~(“APB”) Opinion No. 25, “Accounting for Stock Issued to ~~conform~~Employees,” (“APB No. 25”) and related interpretations, as permitted by Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation”. Under APB No. 25, compensation expense related to stock options is calculated as the difference ~~presentation~~between inthe ~~fiscal~~exercise ~~2006~~price of the option and the fair market value of the underlying stock at the date of grant. ~~These~~This ~~reclassifications~~expense ~~had~~was norecognized ~~effect~~over onthe vesting period of the option or at the time of grant if the options immediately vested. Simultaneous with the closing of the Company’s sale ~~consolidated~~transaction ~~net~~in ~~income~~June 2003, all options became immediately vested.

7Effective November 3, 2006, the Company adopted the provisions of SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”), using the modified prospective method, requiring all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. For purposes of SFAS 123(R), the Company is considered a non-public filer because it is an entity that has only debt securities trading in a public market and as such, the adoption date was for the first fiscal year beginning after December 15, 2005. As there have been no grants of share-based payments since the adoption of SFAS123(R) and there was no unamortized compensation expense at the date of adoption, there is no effect on the consolidated financial statements for the 168 days ended April 19, 2007 and April 20, 2006, respectively.

~~Fiscal Periods~~6

~~The Company’s fiscal year is comprised of 52 or 53 weeks divided into~~New ~~four~~Accounting fiscal quarters of 12 or 13, 12, 12, and 16 weeks. The first three quarters of fiscal 2006 and fiscal 2005 consisted of 252 and 259 days, respectively, reflecting the difference in duration of the first quarter of those years. The second, third and fourth quarters of fiscal 2006 and fiscal 2005 are the same in duration. Fiscal 2006 will consist of 52 weeks, or 364 total days, while fiscal 2005 consisted of 53 weeks, or 371 total days.Pronouncements

~~Change~~In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, ‘‘Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109,’’ (“FIN 48”) which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, ‘‘Accounting for ~~Estimate~~Income Taxes.’’ FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance set forth under FIN 48 must be applied to financial reports covering the first fiscal year beginning after December 15, 2006, therefore the Company will adopt this guidance in fiscal 2008. The Company is currently assessing financial impact to the consolidated financial statements upon adoption.

ItIn isSeptember 2006, the ~~Company’s~~Securities ~~policy~~and toExchange Commission ~~periodically~~issued ~~review~~Staff ~~the~~Accounting ~~estimated~~Bulletin ~~useful lives~~(“SAB”) ~~of its fixed assets~~No. 108, ~~This~~“Considering ~~review~~the ~~during~~Effects ~~2006~~of ~~indicated~~Prior ~~that~~Year Misstatements ~~actual~~When ~~lives for~~Quantifying ~~our~~Misstatements ~~building~~in ~~assets~~Current ~~were~~Year ~~longer~~Financial Statements” ~~than~~(“SAB ~~the~~108”). SAB ~~useful~~108 ~~lives~~provides ~~used~~guidance ~~for~~on ~~depreciation~~the ~~purposes~~consideration inof the ~~Company’s~~effects ~~financial~~of ~~statements.~~prior Asyear amisstatements ~~result,~~in ~~the~~quantifying ~~Company~~current ~~revised~~year ~~the~~misstatements ~~estimated~~for ~~useful~~the ~~lives~~purpose of ~~buildings~~a ~~from~~materiality ~~30 years to 45 years~~assessment. The Company ~~reviewed~~ ~~its~~assesses ~~own~~the ~~restaurants,~~materiality ~~as well as using construction industry data and~~of ~~comparable~~unrecorded ~~restaurant~~misstatements ~~company~~under ~~estimated~~the ~~lives~~roll ofover ~~building assets~~method. The ~~change was~~guidance ~~made~~set ~~effective~~forth ~~during~~under ~~the~~SAB ~~third~~108 ~~quarter.~~must ~~The~~be applied ~~Company~~to ~~believes~~financial ~~the~~reports ~~change~~covering ~~more appropriately reflects~~ the ~~remaining~~first ~~useful~~fiscal ~~lives~~year ofending ~~the~~after November 15, ~~assets~~2006, ~~based~~therefore ~~upon~~ the ~~nature~~ ofCompany ~~the~~will ~~asset.~~adopt ~~This~~this ~~change~~guidance ~~has been accounted for prospectively~~ in ~~accordance~~ ~~with~~ the fourth ~~provisions~~quarter of ~~Accounting~~fiscal ~~Principle Board Opinion No~~2007. ~~20: Accounting Changes.~~ The ~~effect~~Company ofis ~~this~~currently ~~change~~assessing ~~was a reduction of approximately~~financial ~~$0.1~~impact ~~million~~ to ~~depreciation~~the ~~during~~consolidated ~~the~~financial ~~third~~statements ~~quarter~~upon adoption.

2On September 18, 2006, the FASB issued SFAS No. ~~Inventories~~ 157, Fair Value Measurements (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company does not believe such adoption will have a material impact on the consolidated financial statements.

~~Inventories~~In ~~are~~June ~~stated~~2006, atthe FASB ratified the ~~lower~~consensus ofon Emerging ~~cost~~Issues Task Force Issue No. 06-3 (~~which~~“EITF No. 06-3”), “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement”. The scope of EITF No. 06-3 includes any tax assessed by a governmental authority that is ~~determined~~directly imposed on a ~~first~~ revenue-inproducing transaction between a seller and a customer and may include, ~~first-out~~but ~~basis)~~is ornot ~~market~~limited to, sales, use, value added and ~~consist~~some excise taxes. The Task Force affirmed its conclusion that entities should present these taxes in the income statement on either a gross or a net basis based on their accounting policy, which should be disclosed pursuant to Accounting Principles Board Opinion No. 22, “Disclosure of ~~food~~Accounting Policies.” If such taxes are significant and are presented on a gross basis, ~~paper~~the ~~products~~amounts of those taxes should be disclosed. The consensus on EITF No. 06-3 will be effective for interim and annual reporting periods beginning ~~supplies~~after December 15, 2006; therefore, the Company adopted this guidance in the second quarter of fiscal 2007. As ~~Inventories~~it ~~consisted~~is the accounting policy of the Company ~~following~~to ~~(in~~present ~~thousands):~~such taxes on the income statement on a net basis, such adoption is not expected to affect current disclosures.

	July 13,		November 3,
	2006		2005
Inventories at pie production facilities and third-party storage locations:
Raw materials	$	5,772	$	4,408
Finished goods	4,394		5,059
	10,166		9,467
Restaurant inventories	2,993		2,958
	$	13,159	$	12,425

Reclassifications

3Certain prior period amounts in the accompanying consolidated financial statements have been reclassified to conform to the presentation in fiscal 2007. ~~Receivables,~~ These reclassifications had no effect on the Company’s consolidated net loss.

~~Receivables, net consisted of the following:~~7

(In thousands)	July 13, 2006			November 3, 2005
Trade receivables	$	4,045		$	5,799
Construction receivables	1,230			7,030
Indemnification receivable	—			2,557
Other receivables	827			721
Notes receivable	7			7
Allowance for doubtful accounts	(249		)	(358		)
Receivables, net	$	5,860		$	15,756

2. Inventories

4Inventories are stated at the lower of cost (which is determined using standard cost which approximates a first-in, first-out basis) or market and consist of food, paper products and supplies. ~~Debt~~ Inventories consisted of the following:

On April 14, 2004, the Company completed a private placement of $126.5 million aggregate principal amount of 101/2% senior unsecured notes maturing on April 15, 2011. The notes were issued at a discounted price of 98.791% of face value, resulting in net proceeds before transaction expenses of $125.0 million. The senior unsecured notes were issued by VICORP Restaurants, Inc. and are guaranteed by VI Acquisition Corp. and Village Inn Pancake House of Albuquerque, Inc. In August 2004, the Company’s registration statement with the Securities and Exchange Commission on Form S-4 was declared effective and the senior unsecured notes and guarantees were exchanged for registered notes and guarantees having substantially the same terms and evidencing the same indebtedness. Interest is payable semi-annually on April 15 and October 15 until maturity.

	April 19,		November 2,
(in thousands)	2007		2006
Inventories at pie production facilities and third-party storage locations:
Raw materials	$	5,294	$	6,453
Finished goods	2,950		6,940
	8,244		13,393
Restaurant inventories	3,372		3,066
Total inventories	$	11,616	$	16,459

~~The Company entered into an Amended and Restated Senior Secured Credit Facility on April 14, 2004 consisting of a $15~~3.~~0 million term loan and a $30.0 million revolving credit facility~~ Receivables, ~~with a $15.0 million sub-limit for letters~~ ~~of credit. As of July 13, 2006, the~~net

8Receivables, net consisted of the following:

Company had issued letters of credit aggregating $7.4 million and had $8.3 million outstanding under the senior secured revolving credit facility. Interest on both the term loan and revolving credit facility are payable on the first of each month. The senior secured revolving credit facility permits borrowings equal to the lesser of (a) $30.0 million and (b) 1.2 times trailing twelve months Adjusted EBITDA (as defined in the senior secured credit agreement) minus the original amount of the new senior secured term loan. Under this formula, as of July 13, 2006, the Company had the ability to borrow the full $30.0 million, less the amount of outstanding letters of credit and borrowings under the senior secured revolving credit facility, or $14.3 million.

(in thousands)	April 19, 2007			November 2, 2006

Trade receivables	$	5,713		$	8,249
Construction receivables	3,533			3,797
Other receivables	398			591
Allowance for doubtful accounts	(139		)	(140		)
Receivables, net	$	9,505		$	12,497

Borrowings under both the revolving credit facility and the term loan of the Amended and Restated Senior Credit Facility bear interest at floating rates tied to either the base rate of the agent bank under the credit agreement or LIBOR rates for a period of one, two or three months, in each case plus a margin that will adjust based on the ratio of the Company’s Adjusted EBITDA to total indebtedness, as defined in the agreement. At July 13, 2006, the interest rate was 8.4~~% for term loan borrowings and 9~~.5% for the revolving credit facility. Both facilities are secured by a lien on all of the assets of VICORP Restaurants, Inc., and guaranteed by VI Acquisition Corp. In addition, the guarantees also are secured by the pledge of all of the outstanding capital stock of VICORP Restaurants, Inc. by VI Acquisition Corp. The term loan does not require periodic principal payments, but requires mandatory repayments under certain events, including proceeds from sale of assets, issuance of equity and issuance of new indebtedness. Both facilities mature on April 14, 2009. Debt

~~The~~On ~~Amended~~April ~~and Restated Senior Secured Credit Facility and the indenture governing the 101/2% Senior Unsecured Notes contain a number of covenants that~~14, ~~among other things~~2004, ~~restrict, subject to~~ ~~certain exceptions,~~ the Company~~’s ability~~ ~~and~~completed ~~the~~a ~~ability~~private placement of ~~its~~$126.5 ~~subsidiaries,~~million toaggregate ~~sell assets, incur additional~~principal ~~indebtedness,~~amount asof ~~defined,~~10½% orsenior ~~issue~~unsecured ~~preferred~~notes ~~stock,~~maturing ~~repay~~on ~~other~~April ~~indebtedness~~15, ~~pay~~ ~~dividends~~2011. The ~~and~~notes ~~distributions~~were orissued ~~repurchase~~at ~~our~~a ~~capital~~discounted ~~stock, create liens~~price onof ~~assets,~~98.791% ~~make~~of ~~investments,~~face ~~loans or advances~~value, ~~make~~resulting ~~certain acquisitions, engage~~ in ~~mergers~~net orproceeds ~~consolidations,~~before ~~enter~~transaction ~~into sale-leaseback transactions,~~expenses ~~engage~~of in$125.0 ~~certain~~million. The ~~transactions~~senior ~~with~~unsecured notes ~~affiliates,~~were ~~amend~~issued ~~certain~~by ~~material agreements~~VICORP ~~governing our indebtedness~~Restaurants, ~~change~~Inc. ~~the~~and ~~business~~are ~~conducted~~guaranteed by ~~us and~~VI ~~our~~Acquisition ~~subsidiaries~~Corp. Concurrently ~~and~~with ~~enter~~the issuance ~~into~~of ~~hedging~~the ~~agreements.~~10½% Insenior ~~addition~~unsecured notes, the Company~~’s Amended~~ ~~and~~entered ~~Restated~~into ~~Senior~~an amended ~~Secured~~and ~~Credit~~restated ~~Facility~~senior ~~requires~~secured uscredit tofacility ~~maintain~~consisting ~~or comply~~of ~~with~~ a ~~minimum~~$15.0 million ~~Adjusted~~term ~~EBITDA,~~loan ~~a minimum Fixed Charge Coverage ratio,~~ and a ~~maximum growth capital expenditures limitation~~$30.0 Asmillion ofrevolving ~~July~~credit 13facility, ~~2006,~~with ~~the~~a $15.0 ~~Company~~million ~~was~~sub-limit infor ~~compliance~~letters ~~with~~of ~~these requirements~~credit.

5On February 16, 2007 the Company entered into an amendment to the senior secured credit facility which provided for an increase in the revolving credit facility to $35. ~~Commitments~~0 million, and changed the borrowing base governing the revolving credit ~~Contingencies~~facility to be the lesser of (a) $35.0 million and (b) 1.8 times trailing twelve months Adjusted EBITDA minus the outstanding principal amount of the senior secured term loan. Prior to the February 16, 2007 amendment, the senior secured revolving credit facility permitted borrowings equal to the lesser of (a) $30.0 million and (b) 1.2 times trailing twelve months Adjusted EBITDA (as defined in the senior secured credit agreement) minus the original principal amount of the senior secured term loan. Under this formula, the Company had the ability to borrow the full $30 million, less the amount of outstanding letters of credit and less the amounts borrowed under the senior secured revolving credit facility. Under the amended formula, the Company had the ability to borrow the full $35.0 million, less the amount of outstanding letters of credit, $7.4 million, and less the amounts borrowed under the senior secured revolving credit facility, $7.6 million, or $20.0 million as of April 19, 2007.

~~Insurance~~The ~~reserves~~senior secured credit facility requires the Company to maintain or comply with a minimum Adjusted EBITDA, a minimum Fixed Charge Coverage ratio, and a maximum Growth Capital Expenditures limitation. Under the February 16, 2007 amendment, the definition of Adjusted EBITDA and certain of the financial covenants governing the senior secured credit facility were amended, and the interest rate margins associated with both base rate and LIBOR borrowings were reduced. As of April 19, 2007, the Company was in compliance with these requirements.

The Company retains a significant portion of certain insurable risks primarily in the medical, dental, workers’ compensation, general liability and property areas. Traditional insurance coverage is obtained for catastrophic losses. Provisions for losses expected under these programs are recorded based upon the Company’s estimates of liabilities for claims incurred, including those not yet reported. Such estimates utilize prior Company history and actuarial assumptions followed in the insurance industry. As of July 13, 2006, the Company had placed letters of credit totaling approximately $7.3 million associated with its insurance programs.8

~~Litigation~~ 5. Commitments and ~~tax contingencies~~Contingencies

~~From~~Insurance time-to-time, the Company has been involved in various lawsuits and claims arising from the conduct of its business. Such lawsuits typically involve claims from customers and others related to operational issues and complaints and allegations from former and current employees. These matters are believed to be common for restaurant businesses. Additionally, the Company has been party to various assessments of taxes, penalties and interest from federal and state agencies. Management believes the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position or results of operations.reserves

~~During~~The ~~the second quarter, the~~ Company ~~was~~retains ~~served~~a ~~with~~significant ~~two~~portion ~~class~~of ~~action~~certain ~~lawsuits~~insurable inrisks ~~California.~~primarily ~~The~~in ~~first~~the ~~complaint~~medical, ~~asserts~~dental, aworkers’ ~~series~~compensation, general ofliability ~~claims~~and ~~which allege~~property ~~that~~areas. ~~the~~The Company ~~misclassified~~had ~~California~~an ~~Bakers~~insurance ~~Square managers as~~reserve ~~exempt~~liability ~~from~~of ~~overtime~~$9.3 ~~compensation~~million ~~from~~and ~~February 1, 2005, through the present~~$8.9 ~~The second~~million ~~complaint~~recorded ~~asserts~~as ~~a series~~ of ~~claims~~April ~~which~~19, ~~alleges~~2007 ~~that~~and November 2, ~~the~~2006, ~~Company’s~~respectively. ~~vacation~~Traditional ~~policy~~insurance ~~violated~~coverage ~~California~~is ~~law.~~obtained ~~The~~for ~~putative~~catastrophic ~~class~~losses. Provisions infor ~~the~~losses ~~second~~expected under these ~~complaint~~programs ~~includes~~are ~~all~~recorded ~~former~~based ~~and~~upon ~~current~~the ~~California~~Company’s ~~Bakers~~estimates ~~Square~~of ~~employees~~liabilities for ~~from~~claims ~~April 11~~incurred, ~~2002,~~including ~~through~~those ~~December~~not ~~31,~~yet ~~2005~~reported. Such ~~Both~~estimates ~~complaints~~utilize ~~seek~~prior ~~monetary damages,~~company ~~interest,~~ history and ~~attorneys’~~actuarial ~~fees~~assumptions followed in ~~unspecified~~the ~~amounts~~insurance industry. As ~~Company management~~of ~~believes~~April ~~that~~19, ~~these cases~~2007, ~~individually and in~~ the ~~aggregate,~~Company ~~will~~had placed ~~not~~letters ~~have~~of acredit ~~significant~~totaling ~~adverse~~approximately ~~effect~~$7.4 onmillion, ~~the~~associated ~~Company’s~~with ~~financial~~its insurance ~~condition~~programs.

~~Guarantees~~Litigation ~~and commitments~~contingencies

~~VICORP~~From time-to-time, ~~guaranteed~~the ~~certain~~Company ~~leases~~has ~~for~~been ~~restaurant~~involved ~~properties sold~~ in ~~1986~~various lawsuits and ~~restaurant~~claims arising from the ~~leases~~conduct of ~~certain~~its ~~franchisees~~business. ~~Minimum~~Such ~~future~~lawsuits ~~rental~~typically ~~payments~~involve ~~remaining~~claims ~~under~~from customers ~~these~~and ~~leases~~others ~~were~~related ~~approximately~~to ~~$2.1~~operational ~~million~~issues asand ofcomplaints ~~July~~and ~~13,~~allegations ~~2006.~~from former ~~The~~and ~~Company has~~current ~~not~~employees. ~~made~~These ~~any~~matters ~~payments~~are ~~due~~believed to ~~default~~be ~~under~~common ~~these~~for restaurant ~~agreements~~businesses. Additionally, ~~and~~the ~~management~~Company has been party to various ~~believes~~assessments ~~the~~of ~~guarantee~~taxes, ~~has~~penalties noand ~~fair~~interest ~~value.~~from federal and state agencies. Management believes the ~~ultimate~~ ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position or results of operations.

9The Company is currently a defendant in two purported class action claims in California. The first purported class action was brought in March 2006 by two former managers and alleges that the Company violated California law with regard to unpaid overtime, compensation for missed meals and rest periods, civil penalties for failure to provide itemized wage statements, failure to provide notice on paychecks where paychecks may be cashed without any fees, and unfair business practices. The classes and subclasses alleged in the action have not been certified by the court at the current stage of the litigation but generally are claimed to be persons who have been employed since February 1, 2005, in the position of restaurant managers, persons who have been employed in California since March 15, 2002, in any capacity who received a payroll check in California, and all restaurant managers who have ended their employment with the Company prior to the effective date of any settlement, judgment, or other resolution of the action. No dollar amount in damages is requested in the Complaint and the Complaint seeks statutory damages, and attorneys’ fees in an unspecified amount. The Company intends to vigorously defend this action.

~~Contractual~~The second purported class action was brought in April 2006 by a former ~~obligations,~~employee ~~primarily~~and ~~for~~alleges ~~restaurants~~the ~~under~~Company ~~construction,~~violated ~~amounted~~California laws with regard to ~~approximately~~failure $7to pay vested vacation pay and unfair business practices.7 The ~~million~~class alleged is any person who has been employed by the Company in California at any time from four years prior to the filing of the class action to date of trial. In the fourth quarter of fiscal 2006, the Company accrued $600,000 as the estimated cost of ~~July~~settling 13this action. The Company entered into a final settlement of this class action litigation which was accepted by the courts on April 24, ~~2006~~2007 approximately for the $600,000 previously accrued, which includes the settlement amount, attorney’s and administrative fees.

~~Indemnifications~~Guarantees and commitments

InVICORP ~~the~~guaranteed ~~normal course~~certain ofleases ~~business,~~for ~~the~~restaurant properties ~~Company~~sold isin ~~party~~1986 toand arestaurant ~~variety~~leases of ~~agreements under which it may be obligated to indemnify the other party for~~ certain ~~matters~~franchisees. ~~These~~Minimum ~~obligations~~future ~~typically~~rental ~~arise~~payments inremaining ~~contracts~~under ~~where~~these ~~the~~leases ~~Company~~were ~~customarily~~approximately ~~agrees~~$1.8 tomillion ~~hold~~as ~~the other party harmless against losses arising from a breach~~ of ~~representations~~ orApril ~~covenants~~19, ~~for certain matters such as title to assets~~2007. The Company ~~also~~ has ~~indemnification~~not ~~obligations~~made toany ~~its~~payments ~~officers~~due ~~and~~to ~~directors.~~default ~~The duration~~under of these ~~indemnifications varies~~agreements, and ~~in certain cases, is indefinite.~~ Inmanagement ~~each~~believes ~~of these circumstances, payment by~~ the ~~Company~~guarantee ~~depends~~has ~~upon~~no ~~the~~fair ~~other party~~value. Management ~~making~~believes ~~an adverse claim according to~~ the ~~procedures~~ultimate ~~outlined in the~~disposition ~~particular~~of ~~agreement,~~these ~~which~~matters ~~procedures~~will ~~generally~~not ~~allow~~have ~~the~~a ~~Company~~material toadverse ~~challenge the~~effect ~~other~~on ~~party’s claims. In certain instances,~~ the Company ~~may have recourse~~’s ~~against~~consolidated ~~third~~financial ~~parties~~position ~~for~~or ~~payments~~results ~~that~~of ~~we make~~operations.

~~The~~Contractual ~~Company~~obligations, ~~is unable~~primarily tofor ~~reasonably estimate the maximum potential amount of future payments~~restaurants under ~~these~~construction, oramounted ~~similar agreements due~~ to ~~the~~approximately ~~unique~~$3.6 ~~facts~~million ~~and~~as ~~circumstances~~ of ~~each~~ ~~agreement~~April and the fact that certain indemnifications provide for no limitation to the maximum potential future payments under the indemnification. The Company has not recorded any liability for these indemnifications in the accompanying consolidated balance sheets; however19, ~~the Company does accrue~~ ~~losses for any known contingent liability, including those that may arise from indemnification provisions, when the obligation is both probable and reasonably estimable~~2007.

~~6. Related Party Transactions~~Indemnifications

OnIn ~~June~~the ~~14,~~normal ~~2003~~course of business, the Company ~~entered~~is ~~into~~party to a ~~professional~~variety ~~services agreement~~of ~~with~~agreements ~~Wind~~under ~~Point~~which ~~Investors,~~it ~~IV,~~may ~~L.P.~~be ~~and~~obligated ~~Wind~~to ~~Point~~indemnify ~~Investors~~the other V,party ~~L.P., whereby~~for certain ~~management,~~matters. ~~financial~~These ~~and~~obligations ~~other~~typically ~~consulting~~arise ~~services~~in ~~would be~~contracts ~~provided~~where to the Company. ~~Under~~customarily ~~the~~agrees ~~terms~~to ofhold the ~~agreement,~~other ~~the~~party ~~Company~~harmless ~~pays an~~against ~~annual~~losses ~~fee~~arising tofrom ~~both~~a ~~partnerships~~breach inof ~~the~~representations ~~aggregate~~or ~~amount~~covenants offor ~~$850,000. Management~~certain ~~fees~~matters ~~expensed~~such ~~under~~as ~~this~~title ~~agreement~~to ~~totaled~~assets. ~~approximately~~The ~~$196,000~~Company ~~during~~also ~~the~~has 84indemnification ~~day~~obligations ~~periods~~to ~~ended~~its ~~July~~officers ~~13, 2006~~ and ~~July~~directors. ~~14,~~The ~~2005,~~duration ~~and~~of ~~$588,000 during both the~~these ~~252~~indemnifications ~~day~~varies, and ~~259~~in ~~day~~certain ~~periods ended July 13~~cases, ~~2006~~is ~~and~~indefinite. ~~July~~In ~~14,~~each ~~2005.~~of ~~Management~~these ~~fees~~circumstances, ~~paid~~payment toby ~~Wind~~the ~~Point~~Company ~~Partners,~~depends ~~IV,~~upon ~~L.P.~~the ~~and~~other ~~Wind~~party ~~Point~~making ~~Investors V, L.P.~~an ~~under~~adverse ~~this~~claim ~~agreement~~according ~~totaled~~to ~~$213,000 during~~ the 84procedures ~~day~~outlined ~~periods~~in ~~ended~~the ~~July~~particular 13agreement, ~~2006~~which ~~and~~procedures ~~July~~generally ~~14,~~allow ~~2005,~~the ~~and~~Company ~~$213,000~~to ~~and~~challenge ~~$426,000~~the ~~during~~other ~~the~~party’s claims. ~~252~~In ~~day~~certain ~~and~~instances, ~~259 day~~the ~~periods~~Company ~~ended~~may ~~July~~have ~~13,~~recourse ~~2006~~against ~~and~~third parties ~~July~~for ~~14,~~payments ~~2005,~~that ~~respectively~~we make.

~~7. Asset impairments, asset disposals and related costs~~9

InThe ~~accordance~~Company ~~with~~is ~~Statement~~unable ofto ~~Financial~~reasonably ~~Accounting~~estimate ~~Standard No. 144,~~the ~~Accounting~~maximum ~~for~~potential ~~the~~amount ~~Impairment~~of orfuture ~~Disposal~~payments ofunder ~~Long~~these ~~Lived~~or ~~Assets,~~similar ~~impairment~~agreements ~~losses~~due ~~are~~to ~~recorded~~the onunique ~~long-lived~~facts ~~assets~~and oncircumstances aof ~~restaurant-by-restaurant~~each ~~basis whenever~~agreement ~~impairment~~and ~~indicators~~the ~~are~~fact ~~determined~~that certain toindemnifications beprovide ~~present.~~for Weno ~~consider~~limitation ~~a history of cash flow losses~~ to be the ~~primary~~maximum ~~indicator of~~ potential future ~~impairment~~payments ~~for individual~~under ~~restaurant~~the ~~locations~~indemnification. WeThe ~~determine~~Company ~~whether~~has anot ~~restaurant~~recorded ~~location is~~any ~~impaired~~liability ~~based~~for onthese ~~expected~~indemnifications ~~undiscounted~~in ~~future~~the ~~cash~~accompanying ~~flows,~~consolidated ~~considering~~balance ~~location,~~sheets; ~~local competition~~however, ~~current~~the ~~store~~Company ~~management~~will ~~performance,~~accrue ~~existing pricing~~losses ~~structure and alternatives available~~ for ~~the~~any ~~site.~~known ~~If impairment~~contingent ~~exists~~liability, ~~the~~including ~~amount~~those ofthat ~~impairment~~may isarise ~~measured~~from asindemnification ~~the~~provisions, ~~excess of~~ when the ~~carrying amount~~obligation ofis ~~the~~both ~~asset~~probable ~~over~~and ~~its~~reasonably ~~fair value~~estimable.

~~During the quarter ended July 13, 2006, the Company recorded no impairment charge related to the writedown of assets~~6. Asset ~~The Company recorded a $0.8 million pretax impairment for the year to date period ended July 13~~Impairments, ~~2006~~Asset ~~related~~Disposals toand 11Related ~~restaurant locations. There were no impairment charges for the quarter or year to date periods ended July 14, 2005.~~Costs

AsEach ofquarter, management ~~July~~assesses 13various factors relevant to its restaurant assets, including ~~2006~~undiscounted projected cash flows and ~~November~~the 3,historical ~~2005,~~performance trends at the ~~Company~~operating ~~had~~locations. ~~recorded~~If the carrying value of the restaurant ~~reserves~~assets exceed the undiscounted cash flows for ~~closed/subleased~~a ~~restaurant~~location, ~~locations~~the carrying value of the ~~approximately~~assets ~~$0.7~~are reduced to fair market value if the carrying costs exceed the ~~million~~estimated ~~and~~fair $1market value.0 During ~~million~~the quarter ended April 19, ~~respectively~~2007, ~~primarily~~there ~~representing~~was ~~estimated~~a ~~future minimum~~$1.6 ~~lease~~million ~~payments~~impairment charge related to the ~~restaurant~~write-down ~~facilities,~~of ~~net~~assets offor ~~expected sublease~~eight ~~income~~restaurants. ~~Four~~During ofthe quarter ended April 20, 2006, the ~~restaurant~~Company ~~locations~~recorded toa ~~which~~$0.5 ~~this~~million ~~reserve~~impairment ~~relates~~charge related ~~were~~to ~~subleased~~the aswrite-down of ~~July~~assets 13for 6 restaurant locations and for the two quarters ended April 20, 2006 the Company recorded a $0.8 million impairment charge on 11 restaurant locations.

8As of April 19, 2007 and November 2, 2006, the Company had recorded a reserve for closed/subleased restaurant locations of approximately $0. ~~Deemed~~6 million and $0.6 ~~landlord~~million, ~~financing~~respectively, ~~liability~~primarily representing estimated future minimum lease payments related to the restaurant facilities, net of expected sublease income. Of the five restaurant locations to which this reserve relates, four of such locations were subleased as of April 19, 2007.

~~For many of our build-to-suit projects, we are considered the owner of the project during the construction period in accordance with Emerging Issues Task Force (“EITF”) Issue No~~7. ~~97-10, “The Effect of Lessee Involvement in~~ Deemed ~~Asset~~Landlord ~~Construction,”~~Financing because we are deemed to have substantially all of the construction period risk. At the end of these construction projects, a sale-leaseback could be deemed to occur in certain situations and the seller-lessee would record the sale, remove all property and related liabilities from its balance sheet and recognize gain or loss from the sale, which is generally deferred and amortized as an adjustment to rent expense over the term of the lease. However, many of our real estate transactions and build-to-suit projects have not qualified for sale-leaseback accounting because of our deemed continuing involvement with the buyer-lessor, which results in the transaction being recorded under the financing method. Under the financing method, the assets remain on the consolidated balance sheet and are depreciated over their useful life, and the proceeds from the transaction are recorded as a financing liability. A portion of lease Liability

For many of the build-to-suit projects, the Company is considered the owner of the project during the construction period in accordance with Emerging Issues Task Force (“EITF”) Issue No. 97-10, “The Effect of Lessee Involvement in Asset Construction (“EITF 97-10”),” because the Company is deemed to have substantially all of the construction period risk. At the end of these construction projects, a sale-leaseback could be deemed to occur in certain situations and the seller-lessee would record the sale, remove all property and related liabilities from its balance sheet and recognize gain or loss from the sale, which is generally deferred and amortized as an adjustment to rent expense over the term of the lease. However, many of the Company’s real estate transactions and build-to-suit projects have not qualified for sale-leaseback accounting because of the deemed continuing involvement with the buyer-lessor, which results in the transaction being recorded under the financing method. Under the financing method, the assets remain on the consolidated balance sheet and are depreciated over their useful life, and the proceeds from the transaction are recorded as a financing liability. A portion of lease payments are applied as payments of deemed principal and imputed interest. Of the eight restaurants opened during fiscal 2007, two units are accounted for under the financing method, three units were not subject to EITF 97-10, which are considered regular operating leases and an additional three units qualified for sale leaseback treatment. The Company recognized the “sale” of these three additional units in the first quarter of fiscal 2007 and on a year-to-date basis by removing both the assets and built-to-suit liability associated with the restaurants and recording any gain or loss in accordance with FASB SFAS No. 98, “Accounting for Leases” (“SFAS No. 98”). The leases were then tested under the provisions of SFAS No. 13 “Accounting for Leases” (“SFAS No. 13”) for treatment as capital or operating leases. The leases qualified as operating and deferred rent was recorded in accordance with SFAS No. 98 and SFAS No.13. The effect of this change was a reduction in the Company’s build-to-suit liability of $3.6 million in the first quarter of fiscal 2007 and on a year-to-date basis, a reduction of property, plant and equipment of $3.7 million in the first quarter of fiscal 2007 and on a year-to-date basis, and a net loss on the transactions of $0.1 million in the first quarter of fiscal 2007 and on a year-to-date basis. The net loss has been deferred and will be amortized to rent expense over the remaining reasonably assured lease term in accordance with SFAS No. 13.

~~payments are applied as payments of deemed principal and imputed interest.~~10

~~The Company believes that the carrying value of the deemed landlord financing liability approximates fair value~~8. Acquisitions

The Company’s ~~continuing~~purchased ~~involvement~~the ~~for~~assets ~~most~~ of ~~its~~four ~~leases currently accounted for~~restaurants ~~under~~during the ~~financing~~first ~~method~~quarter ~~resulted from its ability to control the property with pre-determined rental payments through at least 90 percent~~ of ~~the~~fiscal ~~economic life~~2006 offrom ~~the~~a ~~property,~~franchisee ~~even~~in ~~though~~Oklahoma ~~lease~~for ~~renewals would need to be exercised by the~~$0.7 ~~Company to effectuate such control~~million. The ~~These~~Company ~~“perpetual~~purchased ~~fixed-price renewal~~one ~~options”~~additional ~~are~~restaurant ~~considered continuing involvement because the seller-lessee is deemed to benefit~~ from ~~future appreciation in~~ the ~~underlying~~same ~~property~~franchisee induring ~~a manner similar to a fixed-price purchase option. Such continuing involvement precludes~~ the ~~use~~second ofquarter ~~sale-leaseback accounting until such time that the~~of ~~continuing~~fiscal ~~involvement no longer exists~~2006.

~~During the third quarter of fiscal 2006, the Company changed the estimated useful lives of its buildings (Note 1)~~9. ~~This change removed the Company’s ability to~~ Stock control the property through at least 90% of its economic life for 26 of our 126 restaurants accounted for using the financing method. As a result, the Company recognized the “sale” of these 26 units by removing both the assets and financing obligations associated with the restaurants and recording any gain or loss in accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 98, “Accounting for Leases”. The resulting leases were then tested under the provisions of SFAS” No. 13 “Accounting for Leases” for treatment as capital or operating leases. All 26 leases qualified as operating and deferred rent was recorded in accordance with SFAS No. 98 and SFAS No.13. The effect of this change was a reduction in the Company’s financing obligation of $30.5 million, a reduction of financing assets of $29.3 million, an increase in deferred rent of $1.2 million, and a net loss on the transactions of $50,000. The net loss has been deferred and will be amortized to rent expense over the remaining reasonably assured lease term in accordance with SFAS No. 13.Repurchase

~~The~~In ~~following summarizes~~January ~~future~~2006, ~~minimum~~the ~~lease~~Company ~~payments~~agreed ~~under~~to ~~the~~repurchase shares 26of ~~restuarants~~common stock and preferred stock that ~~are~~had ~~now~~been previously acquired by ~~operating~~former ~~leases~~officers. The asaggregate ofpurchase price ~~July~~paid ~~13,~~to ~~2006:~~the former officers was approximately $0.7 million.

1110. Employee Severance and Executive Incentive Program

(In thousands)	Operating leases
2007	$	4,222
2008	4,258
2009	4,229
2010	4,331
2011	4,435
2012 and thereafter	61,091
Total minimum lease payments	$	82,566

In April 2007, the Company recorded a severance charge of $0.5 million related to a severance charge due to the departure of one of the Company’s officers.

~~These~~In ~~payments~~May ~~were~~2007, ~~previously~~the Company ~~included~~entered into an employment agreement with the ~~deemed~~Company’s ~~landlord~~Chief Executive ~~obligations~~Officer, ~~future~~effective ~~minimum~~April ~~payments~~5, ~~schedule~~2007. As part of ~~Footnote~~the 8employment inagreement, the ~~November~~Executive 3,is entitled to an appreciation ~~2005~~payment ~~10-K.~~in an amount equal to a specified percentage of the appreciation amount, which vests ratably over five years

911. ~~Acquisitions~~ Income Taxes

The Company purchased four restaurants during the first quarter of 2006 and purchased an additional restaurant in the third quarter of 2006 from a franchisee in Oklahoma for an aggregate purchase price of $650,000.

(in thousands)	April 19, 2007		November 2, 2006

Deferred income taxes, short-term	$	2,360	$	2,387
Deferred income taxes, long-term	2,650		2,623
Total deferred income taxes	$	5,010	$	5,010

10The Company recorded an additional valuation allowance of $3. ~~Stock~~3 million during the second ~~Repurchase~~quarter of fiscal 2007 and $3.9 million for the 168 days ended April 19, 2007, respectively, for FICA tip credits and net operating loss carry forwards for which it is more likely than not that a tax benefit will not be realized. The valuation allowance has been determined based on reversals of the Company’s existing deferred tax items and estimates of future taxable income by each jurisdiction in which the Company operates as a result of available tax planning strategies. In the event that actual results differ from these estimates, the Company is unable to implement certain tax planning strategies or adjusts these estimates in future periods, the Company may need to establish an additional valuation allowance which could have a material negative impact on results of operations or financial position.

In January 2006, the Company agreed to repurchase shares of its common stock and preferred stock that had been previously acquired by former officers. The aggregate purchase price paid to the former officers was approximately $745,000.11

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements included in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 information report. See the “Risk Factors” section of our Annual Report on Form 10-K for the year ended November 32, ~~2005~~2006, 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~~ make in this report 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 and should only be viewed as historical data.

Company Profile and Management Overview

The following discussion contains forward-looking statements that involve numerous risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements as a result of these risks and uncertainties, including those set forth on our Form 10-K under “Forward-looking statements” and under “Risk factors.” You should read the following discussion in conjunction with “Item 6. Selected financial data” and our audited consolidated financial statements and notes appearing elsewhere on our Form 10-K.

Company Profile

VIThe ~~Acquisition Corp. and its subsidiaries (referred to herein as the “~~Company” oroperates ~~“we”, “us” and “our”) operate~~ family-dining restaurants under two well-recognized brands, Village Inn and Bakers Square. ~~Our~~As of April 19, 2007, the Company, which was founded in 1958, had ~~400~~409 restaurants in 2625 states ~~as of July 13~~, ~~2006,~~ consisting of ~~305~~316 ~~Company~~company-operated restaurants and 9593 franchised restaurants. The WeCompany also ~~produce~~produces premium pies ~~that~~at wethree strategically located ~~serve~~facilities inthat ~~our~~serve the restaurants orand sell to third parties ~~at three strategically located facilities~~.

Village Inn restaurants are known for serving fresh breakfast items throughout the day, and have leveraged the breakfast heritage to include traditional American fare at lunch and dinner. Bakers Square restaurants have built upon the reputation of signature pies to offer quality meals at breakfast, lunch and dinner. The broad offering of affordable menu items is designed to appeal to a demographically diverse customer base, including families, senior citizens and other value-oriented diners.

The following table sets forth the changes to the number of Company-operated and franchised restaurants for the periods presented below.

	252 Days Ended		259 Days Ended
(units)	April 19, 2007		April 20, 2006
(Units)	July 13, 2006		July 14, 2005
Village Inn Company-operated restaurants:
Beginning of period	~~135~~161		~~121~~135
Openings/acquisitions	22		9
Openings/Purchases	8		16
Closings	(1—	)	—(1	)
End of period	~~156~~169		~~130~~150
Bakers Square Company-operated restaurants:
Beginning of period	~~152~~148		~~150~~152
Openings	—		1—
Closings	(31	)	(2	)
End of period	~~149~~147		~~149~~150
Total Company-operated restaurants	~~305~~316		~~279~~300
Village Inn franchised restaurants:
Beginning of period	~~100~~95		~~103~~100
Closings/sold	(5	)	(3	)
Closings/Sales	(2	)	(4	)
End of period	9593		~~100~~96
Total restaurants	~~400~~409		~~379~~396

~~Management~~Restaurant revenues ~~Overview~~are affected by restaurant openings and closings and same unit sales performance. Same unit sales is a measure of the percentage increase or decrease of the sales of units open at least 18 months relative to the same period in the prior year. Restaurants opened for less than 18 months are excluded in order to allow a new restaurant’s operations and sales time to stabilize and provide more meaningful results. Same unit sales is an important indicator within the restaurant industry because small changes in same unit sales can have a proportionally higher impact on operating margins because of the high degree of fixed costs associated with operating restaurants.

Our restaurant revenues are affected by restaurant openings and closings and same unit sales performance. Same unit sales is a measure of the percentage increase or decrease of the sales of units open at least 18 months relative to the same period in the prior year. We do not use new restaurants in our calculation of same unit sales until they are open for 18 months in order to allow a new restaurant’s operations and sales time to stabilize and provide more meaningful results. Same unit sales is an important indicator within the restaurant industry because small changes in same unit sales can have a proportionally higher impact on operating margins

~~because~~Financial ofSummary for the ~~high~~84 ~~degree~~Days ofended ~~fixed~~April ~~costs~~19, ~~associated~~2007 ~~with~~compared ~~operating~~to ~~restaurants.~~the 84 Days ended April 20, 2006

~~Like~~· Combined ~~much of~~same ~~the~~store ~~restaurant industry, we view same unit~~ sales asdeclined ~~a key performance metric, at the individual unit level, within regions, across each chain and throughout our Company~~3.4% ~~With~~compared ~~our field-level and corporate information systems, we monitor same unit sales on a daily, weekly and four-week period basis from the chain level down~~ to the ~~individual~~prior ~~unit level~~year. Village ~~The~~Inn ~~primary drivers of~~ same ~~unit~~store sales ~~performance~~ ~~are~~declined ~~changes in the average per-person check and changes in the number of customers, or customer count~~1. ~~Average check performance is primarily~~2% ~~affected by menu price increases~~ and ~~changes~~Bakers inSquare ~~the~~same ~~purchasing~~store ~~habits of our customers. We also monitor entrée count, exclusive of take-out business, and~~ sales ofdeclined ~~whole pies, which we believe is indicative of overall customer traffic patterns~~5.6% Tocompared increase average unit sales, we focus marketing and promotional efforts on increasing customer visits and sales of particular products. We also selectively increase prices, but are constrained by the price sensitivity of customers in our market segment and our desire to ~~maintain an attractive price-to-value relationship that is a fundamental characteristic of our concepts. We generally have increased prices in line with increases in~~ the ~~consumer~~ ~~price~~prior ~~index, and expect to continue to do so in the future~~year. Same unit sales performance is also affected by other factors, such as food quality, the level and consistency of service within our restaurants, the attractiveness and physical condition of our restaurants, as well as local and national economic factors.

As· There ofare ~~July~~16 ~~13,~~new ~~2006, we had 95 franchised Village Inn~~ restaurants ~~in 18 states~~, ~~operated~~net ~~by 25 franchisees which operate one to 11 restaurants each. Although we may increase franchise revenues by increasing the number~~ of ~~franchised Village Inn restaurants~~closures, weopened ~~expect~~or ~~that~~acquired ~~our~~since ~~franchise~~the ~~revenues~~end ~~will decline as a percentage~~ of ~~our total revenue as we emphasize growth in~~ the ~~number~~second quarter of ~~company-operated units~~fiscal 2006.

In· Revenues ~~addition~~in ~~to unit sales,~~ the ~~other major factor affecting the performance of our restaurants~~ issecond ~~the~~quarter ~~cost associated with operating our restaurants. We monitor and assess these costs principally as a percentage~~ of afiscal ~~restaurant’s~~2007 ~~revenues,~~increased orby ~~on a margin basis~~3.6% The operating margin of a restaurant is the profitability, expressed as a percentage of sales, of the restaurant after accounting for all direct expenses of operating the restaurant. Another key performance metric is the prime margin, which is the profitability, expressed as a percentage of sales, of the restaurants after deducting the two most significant costs, labor and food. Due to ~~the importance of both labor cost and food cost, we closely monitor prime margin from the chain level down to the individual restaurant~~$110.0 ~~We have systems in place at each restaurant to assist restaurant managers in effectively managing these costs to improve prime margin~~million.

~~Labor~~· Operating ~~is our~~profit ~~largest~~decreased ~~cost~~from ~~element~~$4.8 ~~The~~million ~~principal~~in ~~drivers of labor cost are wage rates, particularly for~~ the ~~significant~~second ~~number~~quarter of ~~hourly~~fiscal ~~employees~~2006 in our restaurants, and the number of labor hours utilized in serving our customers and operating our restaurants, as well as health insurance costs for our employees. Wage rates are largely market driven, with increases to ~~minimum~~a ~~wage rates causing corresponding increases in our pay scales~~$1. ~~Differences in minimum wage laws~~0 ~~among~~million ~~the~~loss ~~various states impact the relative profitability of the restaurants in those states. In May 2005 and again on January 1, 2006, the minimum wage rate~~ for the ~~state~~same ofperiod ~~Florida increased. The state of Oregon’s minimum wage increased~~ in ~~both 2005 and 2006 and the states of Minnesota and Wisconsin increased their minimum wage during the first quarter of 2006~~2007.

~~While~~· Net ~~the~~loss ~~wage~~also ~~rates~~increased ~~are~~from ~~largely~~$1.3 ~~externally~~million ~~determined,~~in ~~labor~~the ~~utilization~~second ~~within~~quarter ~~our restaurants~~of isfiscal ~~more~~2006 ~~subject~~ to ~~our control and is closely monitored. We seek to staff each restaurant to provide~~ a ~~high~~net ~~level of service to our customers,~~loss ~~without incurring more labor cost than is needed. We have included labor scheduling tools in each~~ of ~~our company-operated restaurants’ back office systems to assist our managers in improving labor utilization~~$7.4 Wemillion ~~monitor labor hours actually incurred~~ in ~~relation~~the tosecond ~~sales~~quarter ~~and~~of ~~customer~~fiscal ~~count on a restaurant- by-restaurant basis throughout each week~~2007.

InFinancial ~~managing prime~~Summary ~~margin, we also focus on percentage food cost, which is food cost expressed as a percentage of total restaurant revenues. Our food cost is affected by several factors, including market prices~~ for the ~~food~~168 ~~ingredients, our~~Days ~~effectiveness~~ended atApril ~~controlling waste and proper portioning~~19, ~~and shifts in our~~ ~~customers’~~2007 ~~buying~~compared habits between low-food-cost and high-food-cost menu items. Our food cost management system within each restaurant measures actual ingredient costs and actual customer product purchases against an “ideal” food cost standard. Ideal food cost is calculated within each restaurant based on the cost of ingredients used, assuming proper portion size, adherence to ~~recipes,~~ ~~limited waste and similar factors. We track variances from ideal food cost within each restaurant and seek to address~~ the ~~causes~~168 ofdays ~~such~~ended ~~variances, to~~April ~~the extent they are within our control~~20, in order to improve our percentage food cost. In addition, our centralized purchasing department buys a majority of the products used in both Village Inn and Bakers Square (as well as our pie production operations), leveraging the purchasing volumes of our restaurants and our franchisees to obtain favorable prices. We attempt to stabilize potentially volatile prices for certain high-cost ingredients such as chicken, beef, coffee and dairy products for three to twelve month periods by entering into purchase contracts when we believe that this will improve our food cost. We also use “menu engineering” to promote menu items which have a lower percentage food cost. However, we are vulnerable to fluctuations in food costs. Given our customers’ sensitivity to price increases and since we only reprint our full menus every six months, our ability to adjust prices and featured menu items in response to rapidly changing commodity prices is limited.2006

~~Although~~· Combined asame ~~majority~~store ofsales ~~the~~declined ~~pies~~3.7% wecompared ~~produce~~to atthe ~~our~~prior ~~VICOM manufacturing facilities are for~~ year. Village Inn ~~and~~same ~~Bakers~~store ~~Square, our third-party pie~~ sales ~~have~~declined ~~increased over time~~2. ~~The overall results of operations of our pie manufacturing historically~~3% ~~have not had,~~ and ~~currently~~Bakers doSquare ~~not~~same ~~have,~~store ~~a material impact on our operating profit. We show the results of operations associated with our VICOM third party~~ sales ~~separately~~declined ~~on our income statement~~5.0% Incompared ~~order~~ to ~~determine~~ the ~~operating profit~~prior ~~for our third party sales, we allocate both variable and fixed costs~~year. As external sales increase, the allocation method may cause a decrease in the operating profit due to the higher allocation of fixed costs to the external sales. The net costs associated with internal “sales” to our restaurants are included with restaurant food cost. As part of our overall effort to optimize total company food cost, we have been focusing on various measures to

14· There are 16 new restaurants, net of closures, opened or acquired since the end of the second quarter of fiscal 2006.

~~improve~~· Revenues ~~the~~in ~~net~~fiscal ~~margins~~2007 ~~within~~increased ~~our~~by ~~pie~~4.9% ~~manufacturing operations, including increasing third-party sales, renegotiating our distribution contracts and rebalancing the production among our three plants~~ to ~~increase~~$229.1 ~~efficiency~~million.

~~Other operating~~· Operating ~~expenses principally include occupancy costs, depreciation, supplies,~~profit ~~repairs~~decreased ~~and~~from ~~maintenance, utility costs, marketing expenses, insurance expenses and workers’ compensation costs~~$11.4 ~~Historically,~~million ~~these~~in ~~costs~~fiscal ~~have~~2006 ~~increased over time and many are not directly related~~ to ~~the level of sales in our restaurants~~$4.1 Wemillion ~~have experienced increases~~ in ~~many of these items throughout the last three~~ fiscal ~~years, particularly utility costs and insurance expenses~~2007. In order to maintain our operating performance levels, and to address expected cost increases, we will be required to increase efficiency in restaurant operations and increase sales, although there is no assurance that we will be able to offset future cost increases.

~~Our~~· Net loss increased from $1.2 million in fiscal 2006 ~~third quarter~~to ~~financial~~a ~~results~~net ~~included:~~loss of $8.5 million in fiscal 2007.

• Growth of revenues in the third quarter by 9.0% to $105.6 million from 2005 to 2006, reflecting the net addition or acquisition of forty-seven company-operated restaurants over the past two years. Same store sales decreased by 3.1% from 2005 to 2006.

• Operating profit decreased to $5.4 million from $7.7 million in 2005.

• Net income decreased to a net loss of $0.6 million in the third quarter of fiscal 2006 from net income of $1.3 million in the third quarter of fiscal 2005.

Critical Accounting Policies and Estimates

InThe ~~the~~Company’s critical ~~ordinary~~accounting ~~course~~policies ofhave ~~business,~~not ~~our~~changed ~~Company~~from ~~makes~~those areported ~~number~~in ofManagement’s ~~estimates~~Discussion and ~~assumptions~~Analysis ~~relating to the reporting~~ of ~~results~~Financial ofCondition ~~operations~~ and ~~financial~~Results ~~condition in the preparation~~ of ~~our~~Operations ~~consolidated financial statements~~ in ~~conformity with U.S. generally accepted accounting principles.~~the ~~Actual~~Company’s ~~results~~Form ~~could~~10-K ~~differ~~for ~~significantly from those estimates and assumptions. We believe that~~ the ~~following~~fiscal ~~discussion~~year-ended ~~addresses~~November ~~our most critical accounting policies~~2, ~~which are those that are most important to the portrayal of our financial condition and results of operations and require management judgment about the effect of matters that are uncertain~~2006.

On an ongoing basis, management evaluates its estimates and assumptions, including those related to recoverability of long-lived assets, revenue recognition and goodwill. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable at the time the estimates and assumptions are made. Actual results may differ from these estimates and assumptions under different circumstances or conditions.

We have discussed the development and selection of critical accounting policies and estimates with our audit committee. The following is a summary of our critical accounting policies and estimates:

Inventories

Inventories are stated at the lower of cost or market value. Cost is principally determined by the first-in, first-out method. The valuation of inventory requires us to estimate obsolete or excess inventory as well as inventory that is not of saleable quality. Both our manufactured pie inventories and individual store food inventories are subject to spoilage. We use estimates of future demand as well as historical trend information to schedule manufacturing and ordering. If our demand forecast for specific products is greater than actual demand, we could be required to record additional inventory reserves or losses which would have a negative impact on our gross margin.

Property and equipment, build-to-suit projects and assets under deemed landlord financing liability

Property and equipment is recorded at cost and is depreciated on the straight-line basis over the estimated useful lives of such assets or through the applicable lease expiration, if shorter. Leasehold improvements added subsequent to the inception of a lease are amortized over the shorter of the useful life of the assets or the lease term that includes lease renewals, if such renewals are considered reasonably assured. The useful lives of assets range from 20 to 45 years for buildings and three to ten years for equipment and improvements. Changes in circumstances such as the closing of units within underproductive markets or changes in our capital structure could result in the actual useful lives of these assets differing from our estimates.

For many of our build-to-suit projects, we are considered the owner of the project during the construction period in accordance with Emerging Issues Task Force (“EITF”) Issue No. 97-10, “The Effect of Lessee Involvement in Asset Construction,” because we are deemed to have substantially all of the construction period risk. At the end of these construction projects, a sale-leaseback could be deemed to occur in certain situations and the seller-lessee would record the sale, remove all property and related liabilities from its balance sheet and recognize gain or loss from the sale, which is generally deferred and amortized as an adjustment to rent expense over the term of the lease. However, many of our real estate transactions and build-to-suit projects have not qualified for sale-leaseback accounting because of our deemed continuing involvement with the buyer-lessor, which results in the transaction being recorded under the financing method. Under the financing method, the assets remain on the consolidated balance sheet and are depreciated over their useful life, and the proceeds from the transaction are recorded as a financing liability. A portion of lease payments are applied as payments of deemed principal and imputed interest.

The Company’s continuing involvement for most of its leases now accounted for under the financing method resulted from its ability to control the property with pre-determined rental payments through at least 90 percent of the economic life of the property, even though lease renewals would need to be exercised by the Company to effectuate such control. These “perpetual fixed-price renewal options” are considered continuing involvement because the seller-lessee is deemed to benefit from future appreciation in the underlying property in a manner similar to a fixed-price purchase option. Such continuing involvement precludes the use of sale-leaseback accounting until such time that the continuing involvement no longer exists.

During the third quarter of fiscal 2006, the Company changed the estimated useful lives of its buildings (Note 1). This change removed the Company’s ability to control the property through at least 90% of its economic life for 26 of our 126 restaurants accounted for using the financing method. The effect of the change was to retire both the assets and financing obligations associated with the restaurants. Additionally, all of the restaurants were tested under Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 13 “Accounting for Leases” for treatment as capital or operating leases. All 26 restaurants qualified as operating leases and deferred rent was established. The effect of this change was a reduction in the Company’s financing obligation of $30.5 million, a reduction of financing assets of $29.3 million, an increase in deferred rent of $1.2 million, and a loss on the transaction of $50,000. Any gain or loss recognized by restaurant will be amortized to rent expense over the remaining reasonably assured lease term.

We review long-lived assets, including land, buildings and building improvements, for impairments on a quarterly basis or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Management evaluates individual restaurants, which are considered to be the lowest level for which there are identifiable cash flows for impairment. A specific restaurant is deemed to be impaired if a forecast of undiscounted future operating cash flows directly relating to that restaurant, including disposal value, if any, is less than the carrying amount of that restaurant. If a restaurant is determined to be impaired, the loss is measured as the amount by which the carrying amount of the restaurant exceeds its fair value. Management determines fair value based on quoted market prices in active markets, if available. If quoted market prices are not available, management estimates the fair value of a restaurant based on either the estimates provided by real estate professionals and/or our past experience in disposing of restaurant properties. Our estimates of undiscounted cash flows may differ from actual cash flows due to economic conditions or changes in operating performance. During the quarter ended July 13, 2006, the Company recorded no impairment charge related to the writedown of assets for restaurant locations. The Company recorded a $0.8 million pretax impairment for the year to date period ended July 13, 2006 related to 11 restaurant locations. There were no impairment charges for the quarter or year to date periods ended July 14, 2005.

Leases

We lease a substantial amount of our restaurant properties and one of our pie production plants. We account for our leases under the provisions of Statement of Financial Accounting Standards No. 13, “Accounting for Leases,” and subsequent amendments, which require leases to be evaluated and classified as operating or capitalized leases for financial reporting purposes. We record the difference between the cash rent paid and the straight-line rent as a deferred rent liability. Incentive payments received from landlords are recorded as deferred rent liabilities and are amortized on a straight-line basis over the lease term as a reduction of rent. Certain of our leases are accounted for under the financing method as discussed above. Future authoritative changes to the methods of accounting for leases could have a material impact on our reported results of operations and financial position.

Following the June 2003 acquisition, we analyzed all capital and operating leases which had not been initiated or renewed in the past 18 months to determine the fair market value of these agreements. Lease fair market values were determined by obtaining comparable rents for select locations through third-party advisors and reviewing sale-leaseback transactions within the past 18 months to determine an average rent as a percentage of unit sales. This average was applied to each location to determine fair value rents. These additional rents are amortized over the remaining life of the underlying lease agreements. The amounts were classified as either assets or liability based on the analysis. At July 13, 2006 the asset balance was $5.5 million and the liability balance was $2.4 million. At November 3, 2005 the asset balance was $6.6 million and the liability balance was $2.5 million.

In October 2005, the FASB issued FSP No. FAS 13-1, “Accounting for Rental Costs Incurred during a Construction Period.” FSP No. FAS 13-1 requires rental costs associated with operating leases that are incurred during a construction period to be recognized as rental expense. FSP No. FAS 13-1 is effective for reporting periods beginning after December 15, 2005. The transition provisions of FSP No. FAS 13-1 permit early adoption and retrospective application of the guidance. The Company historically capitalized rental costs incurred during a construction period. We implemented FSP No. FAS 13-1 during the first quarter of fiscal 2006 and it did not have a material impact upon the Company’s financial position, results of operations or cash flows. The Company capitalized $0.2 million and $0.4 million in the quarter and year to date period ended July 14, 2005, respectively. The company expensed $0.1 million and $0.4 million in the quarter and year to date periods ended July 13, 2006, respectively.

Insurance reserves

We self-insure a significant portion of our employee medical insurance, workers’ compensation and general liability insurance plans. We had an insurance reserve liability of $9.4 million and $9.3 million recorded as of July 13, 2006 and November 3, 2005, respectively. We have obtained stop-loss insurance policies to protect from individual losses over specified dollar values ($175,000

for employee health insurance claims, $250,000 workers’ compensation and $150,000 for general liability for fiscal 2005 and 2006). The full extent of certain claims, especially workers’ compensation and general liability claims, may not become fully determined for several years. Therefore, we estimate potential obligations for liabilities that have been incurred but not yet reported based upon historical data, experience, and use of outside consultants. Although management believes that the amounts accrued for these obligations are reasonably estimated, any significant increase in the number of claims or costs associated with claims made under these plans could have a material adverse effect on our financial results.

Favorable claims experience related to recent years has permitted a reduction in workers’ compensation, general liability and medical expense accruals in both fiscal 2005 and 2006 versus previous years. We recorded a reduction to our workers’ compensation reserve of $0.8 million during the second quarter and year to date period ended July 13, 2006 and a reduction of $0.4 million during the third quarter and year to date period ended July 14, 2005.We did not record an adjustment to general liability insurance during the quarter and year to date period ended July 13, 2006, but did record a $0.3 million reduction for the third quarter and $0.5 million reduction for the year to date period ended July 14, 2005. In addition, medical insurance claims have decreased on a per claim basis and a reduction of $0.5 million was taken during the third quarter and year to date period ended July 13, 2006. No reduction was taken during the quarter ended July 14, 2005. Should the current claims experience trends continue, it is likely further expense reductions will be made.

Loss contingencies

We maintain accrued liabilities and reserves relating to the resolution of certain contingent obligations. Significant contingencies include those related to litigation. We account for contingent obligations in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 5, “Accounting for Contingencies,” as interpreted by FASB Interpretation No. 14 which requires that we assess each contingency to determine estimates of the degree of probability and range of possible settlement. Contingencies which are deemed to be probable and where the amount of such settlement is reasonably estimable are accrued in our financial statements. If only a range of loss can be determined, we accrue to the best estimate within that range; if none of the estimates within that range is better than another, we accrue to the low end of the range.

The assessment of loss contingencies is a highly subjective process that requires judgments about future events. Contingencies are reviewed at least quarterly to determine the adequacy of the accruals and related financial statement disclosure. The ultimate settlement of loss contingencies may differ significantly from amounts we have accrued in our financial statements.

Income taxes

Deferred income tax assets and liabilities are recognized for the expected future income tax consequences of carryforwards and temporary differences between the book and tax basis of assets and liabilities. Valuation allowances are established for deferred tax assets that are deemed unrealizable. As of July 13, 2006, we had gross deferred tax assets which included $15.5 million of FICA tip credit carryforwards, expiring at various dates through 2026. Approximately $10.1 million of the FICA tip credit carryforwards were generated prior to our acquisition in June 2003 and are subject to an annual use limitation of $0.7 million.

We must assess the likelihood that we will be able to recover our deferred tax assets. If recovery is not likely, valuation allowances are established. The valuation allowance is based on our estimates of future taxable income by each jurisdiction in which we operate, tax planning strategies and the period over which our deferred tax assets will be recoverable. In the event that actual results differ from these estimates, we are unable to implement certain tax planning strategies or we adjust these estimates in future periods, we may need to establish an additional valuation allowance which could have a material negative impact on our results of operations or financial position. The Company has established a valuation allowance of $2.8 million for the portion of its deferred tax asset related to an investment for which it is more likely than not that a tax benefit will not be realized.

Significant judgment is required in determining our effective tax rate and in evaluating our tax positions. We establish reserves when, despite our belief that our tax return positions are supportable, we believe that certain positions are likely to be successfully challenged. We adjust these reserves in light of changing facts and circumstances, such as the progress of a tax audit. Our effective tax rate includes the impact of reserve provisions and changes to reserves that we consider appropriate.

New Accounting Pronouncements

In ~~November~~June ~~2004~~2006, the Financial Accounting Standards Board (“FASB”) issued ~~Statement~~Interpretation ofNo. ~~Financial~~48, ‘‘Accounting for ~~Standards~~Uncertainty ~~(“SFAS”)~~in ~~No.~~Income ~~151,~~Taxes ~~“Inventory Costs,~~– an ~~amendment~~interpretation of ~~ARB~~FASB Statement No. 43109,’’ (“FIN ~~Chapter 4.~~48” ~~SFAS~~) ~~No.~~which ~~151~~ clarifies the accounting for ~~abnormal~~uncertainty ~~amounts~~in ofincome ~~idle~~taxes ~~facility~~recognized ~~expense,~~in ~~freight,~~an ~~handling~~enterprise’s ~~costs~~financial ~~and~~statements ~~wasted~~in ~~material~~accordance ~~and~~with ~~requires that~~FASB ~~such~~Statement ~~items~~No. be109, ~~recognized~~‘‘Accounting asfor ~~current-period~~Income ~~charges~~Taxes.’’ ~~regardless~~FIN of48 ~~whether~~prescribes ~~they~~a ~~meet~~recognition ~~the~~threshold ~~“so~~and ~~abnormal”~~measurement ~~criterion~~attribute ~~outlined~~for inthe ~~ARB~~financial ~~No. 43. SFAS No. 151 also~~statement ~~introduces~~recognition ~~the~~and ~~concept~~measurement of ~~“normal~~a ~~capacity”~~tax ~~and~~position ~~requires~~taken ~~the~~or ~~allocation~~expected ~~of fixed production overheads~~ to ~~inventory~~be ~~based~~taken onin a ~~the~~tax ~~normal~~return. ~~capacity~~The ofguidance ~~the production~~set ~~facilities.~~forth ~~Unallocated~~under ~~overheads~~FIN 48 must be ~~recognized~~applied asto ~~an expense~~financial inreports covering the ~~period~~first ~~incurred. SFAS No. 151 is effective for inventory costs incurred during~~ fiscal ~~years~~year beginning after ~~June~~ December 15, ~~2005.~~2006, therefore Wethe ~~implemented~~Company ~~SFAS~~will ~~No.~~adopt ~~151 during~~this ~~the~~guidance ~~first~~in ~~quarter of~~ fiscal ~~2006~~2008. The WeCompany ~~determined~~is ~~that~~currently weassessing ~~did not have~~financial ~~abnormal~~impact ~~costs~~to ~~during~~ the ~~period~~consolidated ~~and~~financial ~~thus~~statements ~~had~~upon ~~no impact from the implementation~~adoption.

17In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. The Company assesses the materiality of unrecorded misstatements under the roll over method. The guidance set forth under SAB 108 must be applied to financial reports covering the first fiscal year ending after November 15, 2006; therefore the Company will adopt this guidance in the fourth quarter of fiscal 2007. The Company is currently assessing financial impact to the consolidated financial statements upon adoption.

On ~~December 16,~~September ~~2004~~18, 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. ~~123 (revised~~ ~~2004)~~157, ~~Share-Based~~Fair ~~Payment,~~Value ~~which~~Measurements ~~is a revision of~~ (“SFAS No. ~~123.~~ ~~SFAS 123(R~~157”), ~~supersedes~~which ~~APB~~defines ~~Opinion~~fair ~~No. 25~~value, establishes ~~Accounting~~a framework for ~~Stock~~measuring ~~Issued~~fair tovalue ~~Employees,~~in ~~and~~accordance ~~amends~~with ~~SFAS~~GAAP ~~No. 95,~~and ~~Statement~~expands ofdisclosures ~~Cash~~about ~~Flows.~~fair ~~Generally,~~value ~~the~~measurements. SFAS ~~approach~~No. in157 ~~SFAS 123(R)~~ is ~~similar~~ toeffective ~~the~~for ~~approach~~fiscal ~~described in SFAS 123. However, SFAS 123(R)~~years ~~requires~~beginning ~~all~~after ~~share-based~~November ~~payments to employees~~15, ~~including grants of employee~~2007. The ~~stock~~Company ~~options,~~does tonot bebelieve ~~recognized~~such inadoption ~~the~~will ~~income~~have ~~statement~~a ~~based~~material impact on ~~their fair~~the ~~values.~~consolidated ~~Pro~~financial ~~forma disclosure is no longer an alternative~~statements.

~~SFAS~~In June 2006, the FASB ratified the consensus on Emerging Issues Task Force Issue No. ~~123~~06-3 (R“EITF No. 06-3”), ~~permits~~“How ~~public~~Taxes ~~companies~~Collected from Customers and Remitted to ~~adopt~~Governmental Authorities Should Be Presented in the Income Statement”. The scope of EITF No. 06-3 includes any tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a customer and may include, but is not limited to, sales, use, value added and some excise taxes. The Task Force affirmed its ~~requirements~~conclusion that entities ~~using~~should ~~one~~present these taxes in the income statement on either a gross or a net basis based on their accounting policy, which should be disclosed pursuant to Accounting Principles Board Opinion No. 22, “Disclosure of ~~two~~Accounting ~~methods:~~Policies.” If such taxes are significant and are presented on a gross basis, the amounts of those taxes should be disclosed. The consensus on EITF No. 06-3 will be effective for interim and annual reporting periods beginning after December 15, 2006; therefore, the Company adopted this guidance in the second quarter of fiscal 2007. As it is the accounting policy of the Company to present such taxes on the income statement on a net basis, such adoption is not expected to affect current disclosures.

1. A“modified prospective” method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of SFAS 123 for all awards granted to employees prior to the effective date of SFAS 123(R) that remain unvested on the effective date, after estimating forfeitures.14

2. A“modified retrospective” method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under SFAS 123 for purposes of pro forma disclosures for either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

We will use the modified prospective method when we adopt SFAS 123(R). SFAS 123(R) is effective for non-public filers with the first annual reporting period that begins after December 15, 2005. For purposes of this Statement, we are considered a non-public filer because we are an entity that has only debt securities trading in a public market. As permitted by SFAS 123, we had accounted for share-based payments to employees using APB Opinion 25’s intrinsic value method and, as such, generally recognize no compensation cost for employee stock options. Simultaneously with the closing of our sales transaction in June 2003, all options became immediately vested, thus we would not have recognized compensation expense. Consequently, the adoption of SFAS 123(R) will only impact our results of operations if we grant share-based payments subsequent to November 2, 2006, the beginning of our 2007 fiscal year.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (“SFAS 154)”. SFAS 154 replaces APB No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS 154 requires retrospective application of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 defines retrospective application as the application of a different accounting principle to prior accounting periods as if that principle had always been used or as the adjustment of previously issued financial statements to reflect a change in the reporting entity. SFAS 154 also redefines restatement as the revising of previously issued financial statements to reflect the correction of an error. SFAS 154 is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005.

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” (FIN 48), which clarifies the accounting for uncertainty in tax positions. This interpretation requires that we recognize in our financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective as of the beginning of our 2007 fiscal year, with the cumulative effect, if any, of the change in accounting principle recorded as an adjustment to opening retained earnings. We are currently evaluating the impact of adopting FIN 48 on our condensed consolidated financial statements.

Factors Affecting Comparability

~~Our~~The fiscal year is comprised of 52 or 53 weeks divided into four fiscal quarters of 12 or 13, 12, 12, and 16 weeks. The ~~first~~second ~~three~~quarter ~~quarters~~ of ~~fiscal~~ fiscal 2007 and 2006 each consisted of 4012 weeks, or ~~252~~84 days and fiscal 2007 and 2006 ~~will~~ consist of 52 weeks or 364 total days. The first three quarters of fiscal 2005 consisted of 41 weeks, or 259 days, and fiscal 2005 consisted of 53 weeks, or 371 days. The additional week in fiscal 2005 coincides with one of the Company’s higher volume sales weeks for both store level and manufacturing operations.

Seasonality

~~Our~~Sales ~~sales~~ fluctuate seasonally and as mentioned previously, ~~our~~the quarters do not all have the same time duration. Specifically, ~~our~~the fourth ~~quarter~~ quarter generally has an extra three to four weeks compared to ~~our~~ other quarters of of the fiscal year. Historically, ~~our~~ average daily sales are highest in ~~our~~the first quarter (November through January) as a result of holiday pie sales while ~~our~~ fourth quarter (mid-July through October) ~~recorded~~records ~~our~~the lowest average daily sales. Therefore, ~~our~~the quarterly results are not necessarily indicative of results that may be achieved for the full fiscal year. Factors influencing ~~relative~~ relative sales variability, in addition to those noted above, include the frequency and popularity of advertising and promotions, the relative sales level of new and closed locations, holidays and weather.

Results of Consolidated Operations

(Unaudited)

	For the 84 days ended						For the 168 days ended
(in thousands)	April 19, 2007			April 20, 2006			April 19, 2007			April 20, 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
Management fees – related party	196			196			392			392
Employee severance	500			—			500			—
Loss on disposition of assets	413			161			409			177
Asset impairments	1,555			513			1,555			821
Total costs and expenses	110,907			101,363			225,020			206,897
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	)

The following table presents each revenue stream as a percentage of total revenue, cost and expenses as a percentage of each respective revenue stream and general and administrative expenses and operating profit as a percentage of total revenues.

	For the 84 days ended				For the 168 Days ended
	April 19, 2007		April 20, 2006		April 19, 2007		April 20, 2006

Revenues:
Restaurant operations	90.3	%	92.4	%	89.4	%	92.6	%
Franchise operations	1.1		1.1		1.0		1.1
Manufacturing operations	8.6		6.5		9.6		6.3
Total revenues	100.0		100.0		100.0		100.0
Costs and expenses:
Restaurant costs:
Food (1)	26.6		25.1		26.9		26.1
Labor (1)	35.3		34.0		33.9		32.8
Other operating expenses (1)	30.1		29.1		29.8		29.0
Franchise operating expenses (2)	41.8		43.2		41.0		42.3
Manufacturing operating expenses (3)	98.1		100.3		99.6		100.5
General and administrative expenses	6.4		6.3		6.0		6.0
Operating (loss) profit	(0.9	)%	4.5	%	1.2	%	5.2	%

(1) Restaurant costs percentages are based on restaurant operations revenues.

(2) Franchise operating expense percentage is based on franchise operations revenues.

(3) Manufacturing operating expense percentage is based on manufacturing operations revenues.

All other cost percentages are based on total revenues.

Second Quarter Results: 84 Days ended April 19, 2007 Compared to the 84 Days ended April 20, 2006

Total revenues increased by $3.8 million, or 3.6%, to $110.0 million in the second quarter of fiscal 2007, from $106.2 million for the same period in fiscal 2006. This increase was primarily due to the increase in third party pie sales, which increased $2.6 million or 37.7%, to $9.5 million compared to $6.9 million in the same period in fiscal 2006, which was primarily a result of the addition of a large customer at the end of the first quarter of fiscal 2006. Overall restaurant revenues increased from sales at the 16 new restaurants, net of closures, opened or acquired since the end of the second quarter of 2006. Restaurant revenues were negatively impacted by declining same unit sales. Same unit restaurant sales for the second quarter of 2007 declined 3.4% versus the previous year’s second quarter. Same unit restaurant sales for Village Inn and Bakers Square decreased 1.2% and 5.6%, respectively. Average guest spending increased 2.8% at Village Inn and 1.0% at Bakers Square in the second quarter of fiscal 2007 compared to the second quarter of fiscal 2006.

Food costs increased by $1.8 million, or 7.3%, to $26.4 million in the second quarter of fiscal 2007, from $24.6 million for the second quarter of fiscal 2006. Food costs as a percentage of restaurant revenues increased to 26.6% for the second quarter of fiscal 2007 from 25.1% for the second quarter of fiscal 2006 primarily due to higher commodity prices and product mix.

Labor costs increased by $1.7 million, or 5.1%, to $35.0 million in the second quarter of fiscal 2007, from $33.3 million for the second quarter of fiscal 2006. Labor costs as a percentage of restaurant revenues increased to 35.3% from 34.0% over these periods. The relative increase in labor costs was due to lower operating efficiency, increased average wage due to minimum wage increases in several states, negative leverage associated with the same store sales declines and labor inefficiencies at the new restaurants in start up mode.

The increase in the federal minimum wage rate, signed by the President in May 2007, is not expected to materially increase labor costs.

Other operating expenses increased by $1.4 million, or 4.9%, to $29.9 million in the second quarter of fiscal 2007 from $28.5 million for the second quarter of fiscal 2006. Other operating expenses as a percentage of restaurant revenues increased to 30.1% from 29.1% over these periods. This increase was primarily driven by higher occupancy costs associated with new store growth.

Manufacturing operating expenses increased by $2.5 million, or 36.2%, to $9.4 million in the second quarter of fiscal 2007 from $6.9 million for the second quarter of fiscal 2006. This increase was primarily due to higher third party pie sales associated with the addition of a large customer at the end of the first quarter of 2006. Manufacturing operating expenses as a percentage of manufacturing revenues decreased from 100.3% to 98.1% over these periods primarily due to more favorable variable gross margins due to labor efficiencies. Both variable and fixed costs are allocated to external sales. As external sales increase as a percentage of total pie production, the allocation method may cause a decrease in the operating profit due to the higher allocation of fixed costs to the external sales.

General and administrative expenses increased $0.3 million, or 4.5%, to $7.0 million for the second quarter of fiscal 2007 from $6.7 million for the second quarter of fiscal 2006. The increase was primarily attributed to reduced travel and capitalization of internal architecture and construction costs as a result of fewer stores under construction, resulting in such costs being reflected as period costs. The increase also resulted from an increase in the broker fees related to third party pie sales. As a percentage of total revenues, general and administrative expenses for the second quarter of fiscal 2007 were consistent at 6.4% compared to 6.3% in the second quarter of fiscal 2006.

Employee severance in the second quarter of fiscal 2007 related primarily to a severance charge due to the departure of one of the Company’s officers.

Loss on disposition of assets increased $0.2 million to $0.4 million for the second quarter of fiscal 2007 from $0.2 million for the second quarter of fiscal 2006. The increase resulted primarily from services related to site investigation, architectural and environmental research associated with properties that the Company has decided not to develop.

Impairment expense was $1.6 million in the second quarter of fiscal 2007 related to the write down of eight restaurant locations compared to $0.5 million in the second quarter of 2006 due to the write down of six restaurant locations.

Operating loss increased by $5.8 million from a $4.8 million operating profit for the second quarter of fiscal 2006 to a $1.0 million operating loss in the second quarter of fiscal 2007.

Interest expense decreased by $0.5 million or 7.0%, to $6.6 million in the second quarter of fiscal 2007 from $7.1 million for the second quarter of fiscal 2006. The decrease was due to the Company recognizing the “sale”, in the third quarter of fiscal 2006, of 26 units by removing both the assets and financing obligations associated with the restaurants and recording any gain or loss in accordance with SFAS No. 98, “Accounting for Leases”. The effect of this change was a reduction in the financing obligation of $30.5 million therefore reducing interest expense prospectively.

Income tax benefit for the second quarter of fiscal 2006 was $0.9 million. The effective tax rate for the second quarter of fiscal 2006 was 40.7%. The provision/benefit differ from the Company’s statutory rate of approximately 40% due to general business credits that the Company earns from FICA taxes paid on employee tips, partially offset by nondeductible amortization related to franchise rights. Consistent with the first quarter of fiscal 2007, the Company recorded a valuation allowance of $3.3 million in the second quarter of fiscal 2007 for FICA tip credits and net operating carry forwards for which it is more likely than not that a tax benefit will not be realized. The valuation allowance has been determined based on reversals of the Company’s existing deferred tax items and estimates of future taxable income by each jurisdiction in which the Company operates as a result of available tax planning strategies. In the event that actual results differ from these estimates, the Company is unable to implement certain tax planning strategies or adjusts these estimates in future periods, the Company may need to establish an additional valuation allowance which could have a material negative impact on results of operations or financial position.

Net loss increased to $7.4 million in the second quarter of fiscal 2007 compared to net loss of $1.3 million in the second quarter of fiscal 2006.

Preferred stock dividends and accretion increased by $0.3 million to $2.5 million in the second quarter of fiscal 2007 from $2.2 million for the second quarter of fiscal 2006 as a result of the compounding effect of unpaid preferred stock dividends.

Year-To-Date Results: 168 Days ended April 19, 2007 Compared to the 168 Days ended April 20, 2006

Total revenues increased by $10.8 million, or 4.9%, to $229.1 million in fiscal 2007 from $218.3 million in fiscal 2006. This increase was primarily due to the increase in third party pie sales, which increased $8.3 million or 60.6%, to $22.0 million in fiscal 2007 from $13.7 million in fiscal 2006, which was primarily a result of the addition of a large customer at the end of the first quarter of fiscal 2006. Overall restaurant revenues increased from sales at the 16 new restaurants, net of closures, opened or acquired since the end of the second quarter of 2006. Restaurant revenues were negatively impacted by declining same unit sales. Same unit restaurant sales declined 3.7% versus the previous year. Same unit restaurant sales for Village Inn and Bakers Square decreased 2.3% and 5.0%, respectively. Average guest spending increased 2.2% at Village Inn and 0.8% at Bakers Square in fiscal 2007 compared to fiscal 2006.

Food costs increased by $2.5 million, or 4.7%, to $55.2 million in fiscal 2007, from $52.7 million in fiscal 2006. Food costs as a percentage of restaurant revenues increased to 26.9% for fiscal 2007 from 26.1% for the same period in fiscal 2006 primarily due to higher commodity prices and product mix.

Labor costs increased by $3.2 million, or 4.8%, to $69.5 million in fiscal 2007, from $66.3 million in fiscal 2006. Labor costs as a percentage of restaurant revenues increased to 33.9% from 32.8% over these periods. The relative increase in labor costs was due to lower operating efficiency, increased average wage due to minimum wage increases, negative leverage associated with the same store sales declines and labor inefficiencies at the new restaurants in start up mode.

The increase in the federal minimum wage rate, signed by the President in May 2007, is not expected to materially increase labor costs.

Other operating expenses increased by $2.4 million, or 4.1%, to $61.0 million in fiscal 2007 from $58.6 million in fiscal 2006. Other operating expenses as a percentage of restaurant revenues increased to 29.8% from 29.0% over these periods. This increase was primarily driven by higher occupancy costs associated with new store growth.

Manufacturing operating expenses increased by $8.1 million, or 58.7%, to $21.9 million in fiscal 2007 from $13.8 million in fiscal 2006. This increase was primarily due to higher third party pie sales associated with the addition of a large customer at the end of the first quarter of 2006. Manufacturing operating expenses as a percentage of manufacturing revenues decreased from 100.5% to 99.6% over these periods due primarily to favorable labor efficiencies in fixed overhead costs slightly offset by lower variable gross margins in fiscal 2007. Both variable and fixed costs are allocated to external sales. As external sales increase as a percentage of total pie production, the allocation method may cause a decrease in the operating profit due to the higher allocation of fixed costs to the external sales.

General and administrative expenses increased $0.6 million, or 4.6%, to $13.7 million for fiscal 2007 from $13.1 million for fiscal 2006. The increase resulted primarily from an increase in the broker fees related to third party pie sales. The increase was also attributed to reduced travel and capitalization of internal architecture and construction costs as a result of fewer stores under construction, resulting in such costs being reflected as period costs. As a percentage of total revenues, general and administrative expenses were 6.0% for fiscal 2007 and fiscal 2006.

Employee severance for fiscal 2007 related primarily to a severance charge due to the departure of one of the Company’s officers.

Loss on disposition of assets increased $0.2 million to $0.4 million for fiscal 2007 from $0.2 million for fiscal 2006. The increase resulted primarily from services related to site investigation, architectural and environmental research associated with properties that the Company has decided not to develop.

Impairment expense during fiscal 2007 was $1.6 million related to the write down of eight restaurant locations compared to $0.8 million in the fiscal 2006 due to the write down of eleven restaurant locations.

Operating profit decreased by $7.3 million to $4.1 million in fiscal 2007 from $11.4 million in fiscal 2006.

Interest expense decreased by $0.8 million or 5.7%, to $13.2 million in fiscal 2007 from $14.0 million in fiscal 2006. The decrease was due to the Company recognizing the “sale”, in the third quarter of fiscal 2006, of 26 units by removing

~~Results~~both the assets and financing obligations associated with the restaurants and recording any gain or loss in accordance with SFAS No. 98, “Accounting for Leases”. The effect of ~~Operations~~this change was a reduction in the financing obligation of $30.5 million therefore reducing interest expense prospectively.

	84 Days Ended			84 Days Ended			252 Days Ended			259 Days Ended
(in Thousands)	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
Impairment of assets	—			—			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	)

Income tax benefit for fiscal 2006 was $1.1 million. The effective tax rate was 47.8% for fiscal 2006. The provision/benefit differ from the Company’s statutory rate of approximately 40% due to general business credits that the Company earns from FICA taxes paid on employee tips, partially offset by nondeductible amortization related to franchise rights. During fiscal 2007, the Company recorded a valuation allowance of $3.9 million for FICA tip credits and net operating carry forwards for which it is more likely than not that a tax benefit will not be realized. The valuation allowance has been determined based on reversals of existing deferred tax items and estimates of future taxable income by each jurisdiction in which the Company operates as a result of available tax planning strategies. In the event that actual results differ from these estimates, the Company is unable to implement certain tax planning strategies or adjusts these estimates in future periods, the Company may need to establish an additional valuation allowance which could have a material negative impact on results of operations or financial position.

	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	91.5	%	94.2	%	92.2	%	93.0	%
Franchise operations	1.1		1.3		1.1		1.2
Manufacturing operations	7.4		4.5		6.7		5.8
	100.0		100.0		100.0		100.0
Costs and expenses:
Restaurant costs:
Food	23.0		24.2		23.9		24.6
Labor	30.5		30.8		30.4		29.7
Other operating expenses	27.2		25.6		27.0		25.1
Franchise operating expenses	0.5		0.5		0.5		0.5
Manufacturing operating expenses	7.7		4.7		7.1		5.8
General and administrative expenses	5.8		6.4		5.5		6.2
Litigation settlement	0.0		(0.4	)	0.0		(0.1	)
Transaction expenses	0.0		0.0		0.0		0.0
Management fees	0.2		0.2		0.2		0.2
Impairment of assets	0.0		—		0.2		—
	94.9		92.0		94.8		92.0
Operating profit	5.1		8.0		5.2		8.0
Interest expense	(6.6	)	(6.8	)	(6.5	)	(6.5	)
Other income, net	0.3		0.2		0.2		0.1
Income (loss) before income taxes	(1.2	)	1.4		(1.1	)	1.6
Provision for income taxes (benefit)	(0.6	)	0.0		(0.6	)	0.3
Net income (loss)	(0.6	)	1.4		(0.5	)	1.3
Preferred stock dividends and accretion	(2.2	)	(2.1	)	(2.1	)	(1.9	)
Net loss attributable to common stockholders	(2.8	)%	(0.7	)%	(2.6	)%	(0.6	)%

Net loss increased by $7.3 million to $8.5 million in fiscal 2007 compared to $1.2 million in fiscal 2006.

Preferred stock dividends and accretion increased by $0.4 million to $4.8 million in fiscal 2007 from $4.4 million in fiscal 2006 as a result of the compounding effect of unpaid preferred stock dividends.

Liquidity and Capital Resources

Cash Requirements

The Company’s principal liquidity requirements are to continue to finance operations, service debt and fund capital expenditures for maintenance and expansion. Cash flow from operations has historically been sufficient to finance continuing operations and meet normal debt service requirements. However, the Company is highly leveraged and the ability to repay debt borrowings at maturity is likely to depend in part on the Company’s ability to refinance the debt when it matures, which will be contingent on continued successful operation of the business as well as other factors beyond the Company’s control, including the debt and capital market conditions at that time.

The Company’s cash balance and working capital needs are generally low, as sales are made for cash or through credit cards that are quickly converted to cash, purchases of food and supplies and other operating expenses are generally paid within 30 to 60 days after receipt of invoices and labor costs are paid bi-weekly. The timing of sales collections and vendor and labor payments are consistent with other companies engaged in the restaurant industry.

For the balance of fiscal 2007, the Company anticipates capital expenditures and net build-to-suit construction of approximately $9.0 million. The Company currently expects to open 9 new stores in fiscal 2007, including the eight units that opened in the first two quarters.

In connection with the new restaurant development program, the Company entered into build-to-suit development agreements whereby third parties will purchase property, fund the costs to develop new restaurant properties and lease the properties to the Company upon completion. Under these agreements, the Company is generally responsible for the construction of the restaurant and remitting payments to the contractors on the projects, which are subsequently reimbursed by the property owner. These amounts advanced and subsequently reimbursed are not included in the anticipated capital spending totals above. On April 19, 2007, the Company had outstanding receivables of $3.5 million relating to these types of agreements. In certain of these agreements, the Company is obligated to purchase the property in the event the Company is unable to complete the construction within a specified time frame, and is also responsible for cost overruns above specified amounts.

Debt and Other Obligations and Liabilities

On April 14, 2004, the Company completed a private placement of $126.5 million aggregate principal amount of 10½% senior unsecured notes maturing on April 15, 2011. The notes were issued at a discounted price of 98.791% of face value, resulting in net proceeds before transaction expenses of $125.0 million. The senior unsecured notes were issued by VICORP Restaurants, Inc. and are guaranteed by VI Acquisition Corp. Concurrently with the issuance of the 10½% senior unsecured notes, the Company entered into an amended and restated senior secured credit facility consisting of a $15.0 million term loan and a $30.0 million revolving credit facility, with a $15.0 million sub-limit for letters of credit.

On February 16, 2007 the Company entered into an amendment to the senior secured credit facility which provided for an increase in the revolving credit facility to $35.0 million, and changed the borrowing base governing the revolving credit facility to be the lesser of (a) $35.0 million and (b) 1.8 times trailing twelve months Adjusted EBITDA minus the outstanding principal amount of the senior secured term loan. Prior to the February 16, 2007 amendment, the senior secured revolving credit facility permitted borrowings equal to the lesser of (a) $30.0 million and (b) 1.2 times trailing twelve months Adjusted EBITDA (as defined in the senior secured credit agreement) minus the original principal amount of the senior secured term loan. Under this formula, the Company had the ability to borrow the full $30 million, less the amount of outstanding letters of credit and less the amounts borrowed under the senior secured revolving credit facility. Under the amended formula, the Company had the ability to borrow the full $35.0 million, less the amount of outstanding letters of credit, $7.4 million, and less the amounts borrowed under the senior secured revolving credit facility, $7.6 million, or $20.0 million as of April 19, 2007.

84The ~~Days~~senior ~~Ended~~secured credit ~~July~~facility 13requires the Company to maintain or comply with a minimum Adjusted EBITDA, ~~2006~~a ~~(“Third~~minimum ~~Quarter~~Fixed Charge Coverage ratio, and a maximum Growth Capital Expenditures limitation. Under the February 16, 2007 amendment, the definition of ~~Fiscal~~Adjusted ~~2006”)~~EBITDA ~~Compared~~and certain toof 84the ~~Days~~financial ~~Ended~~covenants ~~July~~governing 14the senior secured credit facility were amended, ~~2005~~and ~~(“Third~~the ~~Quarter~~interest rate margins associated with both base rate and LIBOR borrowings were reduced. As of ~~Fiscal~~April ~~2005”)~~19, 2007, the Company was in compliance with these requirements.

~~Total~~In ~~revenues increased~~May ~~by $8.7 million~~2007, ~~or 9.0%, to $105.6 million in fiscal 2006’s third~~the ~~quarter,~~Company ~~from~~entered ~~$96.9~~into ~~million~~an ~~for~~employment ~~the~~agreement ~~same~~with ~~quarter in fiscal 2005~~Mr. ~~The~~Kenneth ~~increase was~~Keymer, ~~due largely to operating twenty-seven more locations on average during~~ the ~~third~~Chief ~~quarter~~Executive ofOfficer, ~~fiscal~~effective ~~2006~~April ~~compared to the third quarter of fiscal 2005. However~~5, we ~~experienced a net 3~~2007.~~1% decrease in same unit sales for the third quarter of~~ ~~fiscal~~As ~~2006~~part ~~over the third quarter~~ of ~~fiscal 2005. Village Inn same unit sales for~~ the ~~third quarter of fiscal 2006 decreased 2.8% over the third quarter of fiscal 2005~~agreement, ~~and Bakers Square same unit sales decreased 3~~Mr.4% ~~over~~Keymer ~~the~~is ~~same period.~~entitled ~~Average~~to ~~guest~~an ~~spending increased 2.9% at Village Inn and 5.4% at Bakers~~appreciation ~~Square~~payment in ~~the~~an ~~third~~amount ~~quarter~~equal ~~of fiscal 2006 compared~~ to ~~the~~a ~~third~~specified ~~quarter~~percentage of ~~fiscal~~ ~~2005. We believe that our decrease in comparable store is closely related to trends within~~ the ~~restaurant~~appreciation ~~industry. The majority of our direct~~amount ~~competitors~~that ~~have~~vests ~~been~~ratably ~~experiencing~~over ~~similar~~five ~~declining sales and restaurant analysts believe this is a result of increasing utility and gas prices being absorbed by consumers~~years. ~~Third party pie sales increased $3.4 million, or 77.3%, to $7.8 million due to the addition of a large customer at the end of the first quarter of 2006.~~

~~Food~~The ~~costs~~Company is the ~~increased~~prime bylessee ~~$0.8~~under ~~million,~~various oroperating ~~3.4%,~~leases tofor ~~$24.3~~land, ~~million~~building inand ~~the~~equipment for ~~third~~Company-operated ~~quarter~~and ~~of fiscal~~franchised ~~2006~~restaurants, ~~from~~pie ~~$23.5~~production ~~million~~facilities ~~for~~and locations ~~the~~subleased ~~third~~to ~~quarter~~non-affiliated offirst ~~fiscal 2005~~parties. ~~Food costs~~These asleases ahave ~~percentage~~initial terms ofranging ~~restaurant~~from ~~revenues~~15 ~~decreased~~ to ~~25.2%~~30 ~~for~~years ~~the~~and, ~~third quarter~~in ofmost ~~fiscal~~instances, ~~2006~~provide ~~from~~for ~~25.8%~~renewal options inranging ~~the~~from ~~third~~five ~~quarter~~to of20 ~~fiscal 2005~~years. ~~The decrease~~These ~~was~~leases ~~driven~~expire ~~primarily~~at byvarious ~~menu~~dates through ~~price~~June ~~increases exceeding commodity price increases~~2027.

~~Labor~~The ~~costs increased~~Company ~~by $2.3 million, or 7.7%, to $32.2 million in the third quarter of~~has ~~fiscal~~guaranteed ~~2006,~~certain ~~from~~leases ~~$29.9 million~~ for ~~the~~restaurant ~~third~~properties ~~quarter~~sold ofin ~~fiscal~~1986 ~~2005~~ and ~~as a~~restaurant ~~percentage~~leases of ~~restaurant~~certain ~~revenues increased to 33~~franchisees.4% ~~from~~Estimated ~~32.7% over these periods. The relative increase in labor costs was due to lower operating efficiency, increased average wage due to~~ minimum ~~wage~~future ~~increases,~~rental ~~negative~~payments ~~leverage~~remaining ~~associated~~under ~~with~~these ~~the~~leases ~~same~~were ~~store~~approximately ~~sales~~$1.8 ~~decline~~million ~~and~~as ~~labor~~of ~~inefficiencies at~~April ~~the new restaurants in start up mode~~19, 2007.

~~Other~~As ~~operating expenses~~of ~~increased~~April ~~by $4.1 million~~19, ~~or 16.6%~~ 2007, ~~to $28.8 million in~~ the ~~third~~Company’s ~~quarter~~commitments ofwith ~~fiscal~~respect ~~2006~~to ~~from $24.7 million for~~ the ~~third quarter~~above ofobligations ~~fiscal~~were ~~2005. Other operating expenses~~ as ~~a percentage of restaurant~~ ~~revenues~~follows ~~increased to 29.8% from 27.1% over these periods. This increase was primarily due to higher occupancy costs~~ (~~$2.1~~in ~~million~~millions)~~, increased utility costs ($0.6 million) and increased costs associated with new store growth.~~:

General and administrative expenses decreased $0.1 million, or 1.6%, to $6.1 million for the third quarter of fiscal 2006 from $6.2 million for the third quarter of fiscal 2005. The decrease resulted primarily from a reduction in legal fees and settlements. As a percentage of total revenues, general and administrative expenses were 5.8% in the third quarter of fiscal 2006 and 6.4% in the third quarter of fiscal 2005.

	Payments due by periods
			Less than		1-3				More than 5
	Total		one year		years		3-5 years		years
Senior secured credit facility	$	22.6	$	—	$	22.6	$	—	$	—
10.5% senior unsecured notes	126.5		—		—		126.5		—
Total long-term debt	149.1		—		22.6		126.5		—
Capital lease obligations(1) (2)	0.4		0.1		0.2		0.1		—
Operating lease obligations(2)	192.3		24.9		46.7		38.5		82.2
Deemed landlord financing liability (1) (2)	258.1		11.6		23.7		24.6		198.2
Other debt (3)	0.2		0.2		—		—		—
Letters of credit (4)	7.4		7.4		—		—		—
Purchase commitments(5)	3.6		3.6		—		—		—
Total	$	611.1	$	47.8	$	93.2	$	189.7	$	280.4

~~Operating~~(1) Amounts ~~profit decreased~~payable ~~by $2.3 million, or 29.9%, to $5.4 million in the third quarter of~~under ~~fiscal~~capital ~~2006,~~leases ~~from~~and ~~$7.7 million for~~ the ~~third~~deemed ~~quarter~~landlord offinancing ~~fiscal~~liability ~~2005.~~represent ~~Operating~~gross ~~profit~~lease aspayments, aincluding ~~percentage~~both ofdeemed ~~total~~principal ~~revenues~~and ~~for~~imputed ~~the third quarter of fiscal 2006~~interest ~~decreased to 5~~components.~~1% from 8.0% in the third quarter of fiscal 2005. The decrease was due largely to the decline in our same unit sales, its effect on labor, as well as increases in other operating expenses.~~

~~Interest~~(2) Many ~~expense increased~~of bythe ~~$0.4~~leases ~~million,~~and financing orobligations ~~6.3%,~~contain toprovisions ~~$7.0~~that ~~million~~require inadditional ~~the~~rent ~~third~~payments contingent ~~quarter~~on ~~of fiscal~~sales ~~2006,~~performance ~~from~~and ~~$6.6~~the ~~million~~payment ~~for~~of ~~the~~common ~~third~~area ~~quarter~~maintenance charges ofand ~~fiscal~~real ~~2005.~~estate ~~The~~taxes. Amounts ~~increase~~in ~~was~~this ~~driven~~table bydo ~~increased~~not ~~debt~~reflect ~~balances~~any ~~and~~of ~~interest~~these ~~rates~~additional amounts.

~~Provision for income taxes~~ (~~benefit~~3) Property ~~for the third quarter of fiscal~~insurance ~~2006~~financing ~~was a $0.7 million benefit compared to $49,000 provision~~ for ~~the~~one ~~third quarter of fiscal 2005~~year. The effective tax rate for the third quarter of fiscal 2006 was 53.7% but was not significant for the third quarter of fiscal 2005. The change in the effective rate is driven primarily by the The provisions differ from our statutory rate of 39.9% due to general business credits that we earn from FICA taxes paid on employee tips.

~~Net income~~ (~~loss~~4) Letters ~~decreased~~of credit byoutstanding ~~$1.9~~primarily ~~million~~relate to aguarantee ~~$0.6~~performance ~~million~~under ~~loss in the third quarter of fiscal 2006 from~~insurance ~~income of $1~~contracts.3 The ~~million~~letters ~~in the third quarter~~ of ~~fiscal~~credit ~~2005. Net income (loss)~~are asirrevocable aand ~~percentage~~have ofone-year ~~total~~renewable ~~revenues decreased to a negative 0~~terms.~~6% from a positive 1.4%, respectively.~~

~~Preferred~~(5) Purchase ~~stock~~commitments ~~dividends~~primarily ~~and~~relate ~~accretion~~to ~~increased~~purchase byof ~~$0.3~~property ~~million to~~and $2equipment.3 Portions ~~million~~of insuch ~~the~~contracts ~~third~~not ~~quarter~~completed ofat April ~~fiscal~~19, ~~2006~~2007 ~~from~~as ~~$2.0~~noted ~~million~~in ~~for~~ the ~~third quarter~~table ofabove ~~fiscal~~were ~~2005~~not reflected as aassets ~~result~~or liabilities ofin the ~~compounding~~consolidated ~~effect~~financial ~~of unpaid preferred stock dividends~~statements.

252 Days Ended July 13, 2006 (“First Three Quarters of Fiscal 2006”) Compared to 259 days Ended July 14, 2005 (“First Three Quarters of Fiscal 2005”)

Total revenues increased by $14.4 million, or 4.6%, to $324.2 million in the first three quarters of fiscal 2006, from $309.8 million for the first three quarters of fiscal 2005. The increase was partly due to operating twenty-two more locations on average during the first three quarters of fiscal 2006, offset by an additional week in the first half of fiscal 2005. We experienced a net 1.8% decrease in same unit sales for the first three quarters of fiscal 2006 over the same quarters of fiscal 2005, with Village Inn same unit sales decreasing 1.8% and Bakers Square same unit sales decreasing 1.7% over the same period. Average guest spending increased 2.9% at Village Inn and 5.0% at Bakers Square in the first three quarters of fiscal 2006 compared to the same quarters in fiscal 2005. We believe that our

~~decrease in comparable store is closely related to trends within the~~Sources ~~restaurant industry. The majority of our direct competitors have been experiencing similar declining sales~~ and ~~restaurant~~Uses ~~analysts believe this is a result~~ of ~~increasing utility and gas prices being absorbed by consumers.~~Cash

~~Food~~The ~~costs~~following ~~increased~~table bypresents ~~$1.0~~a ~~million,~~summary orof ~~1.3%, to $77.3 million in~~ the ~~first~~Company’s ~~three quarters~~cash offlows ~~fiscal~~from ~~2006~~operating, ~~from~~investing and ~~$76.3~~financing ~~million~~activities for the ~~same~~168 ~~quarters~~days ofended ~~fiscal 2005.~~April ~~Food~~19, ~~costs~~2007 asand aApril ~~percentage of restaurant revenues decreased to 25.9% for~~20, ~~the first three quarters of fiscal~~ 2006 ~~from~~indicated ~~26.5%~~ (in ~~the same quarters of fiscal 2005. The decrease was driven primarily by menu price increases exceeding commodity price increases.~~millions):

Labor costs increased by $6.4 million, or 6.9%, to $98.5 million in the first three quarters of fiscal 2006, from $92.1 million for the same quarter of fiscal 2005, and as a percentage of restaurant revenues increased to 33.0% from 32.0% over these periods. The increase in labor costs was due to lower operating efficiency, increased average wage due to minimum wage increases, negative leverage associated with the same store sales decline and labor inefficiencies at the new restaurants in start up mode.

	168 days ended			168 days ended
	April 19,			April 20,
	2007			2006

Net cash provided by operating activities	$	11.6		$	16.0
Net cash used in investing activities	(5.4		)	(19.3		)
Net cash (used in) provided by financing activities	(5.8		)	3.2

Net increase (decrease) in cash and cash equivalents	$	0.4		$	(0.1	)

~~Other operating~~Operating expenses increased by $9.6 million, or 12.3%, to $87.4 million in the first three quarters of fiscal 2006 from $77.8 million for the same quarters of fiscal 2005 and other operating expense as a percentage of restaurant revenues increased to 29.3% for the first three quarters of fiscal 2006 from 27.0% in the same quarters of fiscal 2005. This increase was primarily due to higher occupancy costs ($4.6 million), increased utility costs ($1.9 million) and increased costs associated with new store growth ($0.9 million specifically related to preopening costs for new restaurants), partially offset by lower workers’ compensation costs ($0.5 million).Activities

~~General~~During ~~and~~fiscal ~~administrative~~2007, ~~expenses~~cash ~~decreased~~flows ~~$1.1~~from ~~million,~~operating ~~or 5.8%,~~activities todecreased $184.04 million ~~for~~compared ~~the first three quarters of~~ to fiscal 2006 ~~from~~primarily ~~$19.1 million~~due ~~for~~to the ~~first~~increased ~~three~~net ~~quarters~~loss ofoffset ~~fiscal 2005. The decrease was driven primarily~~ by ~~a reduction in legal fees and settlements. As a percentage of~~increased ~~total~~collections ~~revenues, general~~ and ~~administrative~~lower ~~expenses~~inventory ~~decreased~~levels due to 5seasonality.~~5% in the first three quarters of fiscal 2006 from 6.2% in the same quarters of fiscal 2005.~~

~~Operating profit~~Investing decreased $7.9 million, or 32.0%, to $16.8 million in the first three quarters of fiscal 2006, from $24.7 million for the same quarters of fiscal 2005. Operating profit as a percentage of total revenues was 5.2% and 8.0% for the first three quarters of fiscal 2006 and fiscal 2005, respectively. The decrease was primarily due to increased other operating expenses and increased losses from the pie manufacturing business.Activities

~~Interest expense~~Capital ~~increased by $1.0 million~~expenditures, orexcluding ~~5.0%,~~amounts related to ~~$21.0~~assets ~~million~~under infinancing ~~the first three~~obligations, ~~quarters~~for of fiscal 2007 and 2006, ~~from~~respectively, ~~$20.0~~were ~~million~~comprised ~~for~~of the ~~same~~following ~~quarters of fiscal~~(in ~~2005. The increase was driven by increased debt balances and interest rates.~~millions):

Provision for income taxes for the first three quarters of fiscal 2006 was a $1.8 million benefit, compared to a provision of $1.1 million for the same quarters of fiscal 2005. The effective tax rate was 49.8% for the first three quarters of fiscal 2006 compared to 21.0% in fiscal 2005’s first three quarters. The provisions differ from our statutory rate of 39.9% due to general business credits that we earn from FICA taxes paid on employee tips.

	168 days ended		168 days ended
	April 19, 2007		April 20, 2006

New store construction	$	2.2	$	5.1
Existing store remodel and refurbishments	0.5		2.9
Store capital maintenance	1.4		3.3
Pie production facility capital maintenance	0.7		0.0
Corporate related	0.4		0.1
Purchase of property and equipment	$	5.2	$	11.4

~~Net~~In ~~income~~addition ~~(loss)~~to ~~decreased by~~the ~~$5.8~~capital ~~million~~expenditures tonoted aabove, the Company spent $1.81 million ~~loss~~for inassets ~~the~~under ~~first~~deemed ~~three~~landlord ~~quarters~~financing liability ofduring fiscal ~~2006~~ ~~from~~2007 ~~income~~compared ofto $47.03 million in ~~the~~fiscal ~~same~~2006 ~~quarters~~and ofspent $0.6 ~~fiscal~~million ~~2005~~for assets under built-to-suit construction. In ~~Net income~~fiscal ~~(loss)~~2007, asthe aCompany ~~percentage~~also received net proceeds of ~~total~~$1.5 ~~revenues~~million ~~decreased~~related to ~~negative~~build-to-suit 0construction.5% Eight ~~from~~new restaurants were opened in fiscal 2007 compared to sixteen new restaurants, including the five units acquired from a ~~positive~~franchisee, 1during fiscal 2006.3% Additionally, ~~respectively~~there are five locations under construction as of April 19, 2007.

~~Preferred stock~~Financing dividends and accretion increased by $0.7 million to $6.7 million in first three quarters of fiscal 2006 from $6.0 million for first three quarters of fiscal 2005 as a result of the compounding effect of unpaid preferred stock dividends.Activities

~~Liquidity~~Cash used in financing activities was $5.8 million in fiscal 2007, consisting principally of the net repayments under the revolving line of credit and ~~Capital~~other ~~Resources~~short term debt of $5.1 million and $0.6 million, respectively. Additionally, $0.1 million was paid related to the amendment to the Company’s senior secured credit facility.

~~Cash~~Financing activities ~~requirements~~provided cash of $3.2 million during fiscal 2006, consisting primarily of $4.9 million of proceeds from deemed landlord financing transactions associated with new restaurant construction, partially offset by payments for the repurchase of stock of $0.7 million and the repayment of amounts outstanding under the revolving line of credit at November 3, 2005.

Our principal liquidity requirements are to continue to finance our operations, service our debt and fund capital expenditures for maintenance and expansion. Cash flow from operations has historically been sufficient to finance continuing operations and meet normal debt service requirements. However, we are highly leveraged and our ability to repay our borrowings at maturity is likely to depend in part on our ability to refinance the debt when it matures, which will be contingent on our continued successful operation of the business as well as other factors beyond our control, including the debt and capital market conditions at that time.

Our cash balance and working capital needs are generally low, as sales are made for cash or through credit cards that are quickly converted to cash, purchases of food and supplies and other operating expenses are generally paid within 30 to 60 days after receipt of invoices and labor costs are paid bi-weekly. The timing of our sales collections and vendor and labor payments are consistent with other companies engaged in the restaurant industry.

For the balance of fiscal 2006, we anticipate capital expenditures before build-to-suit construction (as discussed below) of approximately $7.9 million, reflecting an acceleration of our unit growth. Of this amount, $1.9 million is expected to be spent on new restaurant construction, $2.3 million for remodels and the remainder on capital maintenance and other support related projects. We

~~currently~~Cash ~~expect to open or acquire an estimated 26 to 28 new restaurants in fiscal 2006, including the 22 we opened or acquired through the third quarter.~~Management

InThe ~~connection~~Company ~~with~~historically ~~our~~funded ~~new~~the ~~restaurant~~majority ~~development~~of ~~program,~~capital expenditures wewith ~~have entered~~cash ~~into~~provided ~~build-to-suit~~by ~~development~~operating ~~agreements~~activities. ~~whereby~~The ~~third~~Company ~~parties~~has ~~will~~on ~~purchase~~occasion ~~property~~obtained, ~~fund~~and may in the ~~costs~~future obtain, capitalized lease financing for certain expenditures related to ~~develop~~equipment. The investment requirements for new restaurant ~~properties~~development include requirements for usacquisition of land, building and ~~lease~~equipment. Historically the Company ~~properties~~either toacquired usall ~~upon~~of ~~completion.~~these ~~Under~~assets ~~these~~for ~~agreements~~cash, ~~we generally~~or ~~are~~purchased ~~responsible~~building and equipment assets for ~~the~~cash ~~construction~~and ofacquired ~~the~~a ~~restaurant~~leasehold ~~and~~interest ~~remitting~~in land. The ~~payments~~Company toentered ~~the~~into ~~contractors~~sale-leaseback onarrangements ~~the~~for ~~projects,~~many ~~which~~of ~~are~~the ~~subsequently~~land ~~reimbursed~~and bybuilding assets purchased in the ~~property~~past, ~~owner.~~many ~~These~~of ~~amounts~~which ~~advanced~~have ~~and~~been ~~subsequently~~accounted ~~reimbursed~~for ~~are~~as ~~not~~financing ~~included~~transactions. inSince the ~~anticipated~~initial ~~capital~~net ~~spending~~cash ~~totals~~investment ~~above.~~required Onfor leased ~~July~~units ~~13, 2006,~~is wesignificantly ~~had~~lower ~~outstanding~~than ~~receivables~~for ofowned ~~$1.2~~properties, ~~million~~the ~~relating~~Company intends to ~~these~~focus ~~types~~on ~~of agreements.~~leasing Insites ~~certain~~for offuture ~~these~~growth ~~agreements,~~so wethe ~~are~~only ~~obligated~~funding required relates to ~~purchase~~ the ~~property~~ inequipment ~~the~~portion. ~~event~~The Company believes that wethis ~~are~~will reduce ~~unable~~upfront tocash ~~complete~~requirements ~~the~~associated ~~construction~~with ~~within~~new arestaurant growth and ~~specified~~enable ~~time~~increased ~~frame,~~returns ~~and~~on ~~are~~these ~~also~~investments, ~~responsible~~although ~~for~~it ~~cost~~will ~~overruns~~result ~~above~~in ~~specified~~significant ~~amounts~~long term obligations under either operating or capital leases.

Debt and other obligations and liabilities

On April 14, 2004, we completed a private placement of $126.5 million aggregate principal amount of 101/2% senior unsecured notes maturing on April 15, 2011. The notes were issued at a discounted price of 98.791% of face value, resulting in net proceeds before transaction expenses of $125.0 million. The senior unsecured notes were issued by VICORP Restaurants, Inc. and are guaranteed by VI Acquisition Corp. and our subsidiary Village Inn Pancake House of Albuquerque, Inc.

Concurrently with the issuance of the 101/2% senior unsecured notes, we entered into an amended and restated senior secured credit facility consisting of a $15.0 million term loan and a $30.0 million revolving credit facility, with a $15.0 million sublimit for letters of credit. On July 13, 2006, we had issued letters of credit aggregating $7.4 million and had $8.3 million in borrowings outstanding under the senior secured revolving credit facility. The senior secured revolving credit facility permits borrowings equal to the lesser of (a) $30.0 million and (b) 1.2 times trailing twelve months Adjusted EBITDA (as defined in the senior secured credit agreement) minus the original amount of the senior secured term loan. Under this formula, as of July 13, 2006, we had the ability to borrow the full $30 million, less the amount of outstanding letters of credit, under the senior secured revolving credit facility, or $14.3 million.

Borrowings under both the revolving credit facility and the term loan bear interest at floating rates tied to either the base rate of the agent bank under the credit agreement or LIBOR rates for a period of one, two or three months, in each case plus a margin that will adjust based on the ratio of our Adjusted EBITDA to total indebtedness, as defined in the senior secured credit agreement. At July 13, 2006, the interest rates were 8.4% for term loan borrowings and 9.5% for the revolving credit facility. Both facilities are secured by a lien on all of the assets of VICORP Restaurants, Inc., and guaranteed by VI Acquisition Corp. and our subsidiary Village Inn Pancake House of Albuquerque, Inc., the guarantees also secured by the pledge of all of the outstanding capital stock of VICORP Restaurants, Inc. by VI Acquisition Corp. The term loan does not require periodic principal payments, but requires mandatory repayments under certain events, including proceeds from sale of assets, issuance of equity and issuance of new indebtedness. Both facilities mature on April 14, 2009.

Our senior secured credit facility and the indenture governing the senior unsecured notes contain a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of our subsidiaries, to sell assets, incur additional indebtedness or issue preferred stock, repay other indebtedness, pay dividends and distributions or repurchase our capital stock, create liens on assets, make investments, loans or advances, make certain acquisitions, engage in mergers or consolidations, enter into sale-leaseback transactions, engage in certain transactions with affiliates, amend certain material agreements governing our indebtedness, change the business conducted by us and our subsidiaries and enter into hedging agreements. In addition, our senior secured credit facility requires us to maintain or comply with a minimum Adjusted EBITDA, a minimum Fixed Charge Coverage ratio, and a maximum growth capital expenditures limitation. On July 13, 2006, we were in compliance with these requirements.

We are subject to capital lease obligations related to two of our leased properties. The principal component of our capital lease obligations was $0.2 million as of July 13, 2006. These capital leases have expiration dates ranging from November 2008 to June 2011.

We are the prime lessee under various operating leases or agreements under deemed landlord financing liability transactions for land, building and equipment for company-operated and franchised restaurants, pie production facilities and locations subleased to non-affiliated third parties. These leases and agreements have initial terms ranging from 15 to 30 years and, in most instances, provide for renewal options ranging from five to 20 years. These leases and agreements expire at various dates through November 2025.

We have guaranteed certain leases for restaurant properties sold in 1986 and restaurant leases of certain franchisees. Estimated minimum future rental payments remaining under these leases were approximately $2.1 million as of July 13, 2006.

As of July 13, 2006, our commitments with respect to the above obligations were as follows (in millions):

Payments due by periods

	Total		Less than one year		1-3 years		3-5 years		More than 5 years
Senior secured credit facility	$	20.8	$	—	$	—	$	20.8	$	—
10-1/2% senior unsecured notes	126.5		—		—		—		126.5
Total notes payable	147.3		—		—		20.8		126.5
Capital lease obligations(1) (2)	0.3		0.1		0.1		0.1		—
Operating lease obligations(2)	291.1		24.4		44.9		38.4		183.4
Deemed landlord financing liability (1) (2)	258.7		11.4		22.9		23.9		200.5
Letters of credit (3)	7.4		7.4		—		—		—
Purchase commitments(4)	7.7		7.7		—		—		—
Total	$	712.5	$	51.0	$	67.9	$	83.2	$	510.4

(1) Amounts payable under capital leases and the deemed landlord financing liability represent gross lease payments, including both deemed principal and imputed interest components.

(2) Many of our leases and financing obligations contain provisions that require additional rent payments contingent on sales performance and the payment of common area maintenance charges and real estate taxes. Amounts in this table do not reflect any of these additional amounts.

(3) We have letters of credit outstanding primarily to guarantee performance under insurance contracts. The letters of credit are irrevocable and have one-year renewable terms.

(4) We have commitments under contracts for the purchase of property and equipment. Portions of such contracts not completed at July 13, 2006 as noted in the table above were not reflected as assets or liabilities in our consolidated financial statements.

Sources and uses of cash

The following table presents a summary of our cash flows from operating, investing and financing activities for the periods indicated (in millions):

	252 Days Ended			259 Days Ended
	July 13, 2006			July 14, 2005
Net cash provided by operating activities	$	16.2		$	25.6
Net cash used in investing activities	(27.2		)	(22.1		)
Net cash provided by financing activities	11.3			7.8
Net increase in cash and cash equivalents	$	0.3		$	11.3

Operating activities

For the first three quarters of fiscal 2006, cash flows from operating activities decreased $9.4 million compared to the same quarters of fiscal 2005. The decrease resulted primarily from a decrease in operating profit from the restaurants ($5.8 million) and a decrease in accrued compensation ($2.8 million) as a result of the payment of bonuses at the beginning of fiscal 2006 Additionally, inventories increased primarily at the manufacturing facilites ($2.5 million) due to the increase in outside sales business.

Investing activities

Net cash used in our investing activities in the first three quarters of fiscal 2006 and 2005 consisted primarily of capital expenditures. Our capital expenditures for property and equipment in the first three quarters of fiscal 2006 and 2005 were comprised of the following (in millions):

	July 13, 2006		July 14, 2005
New store construction	$	7.2	$	3.7
Existing store remodel and refurbishment	4.8		3.4
Capital replacements	4.4		3.2
Corporate related	0.5		1.6
Purchase of property and equipment	$	16.9	$	11.9

In addition to the capital expenditures noted above, we spent $10.4 million for assets under deemed landlord finance liability during the first three quarters of fiscal 2006 compared to $10.5 million in the same quarters of fiscal 2005. We opened 22 new restaurants in the first three quarters of fiscal 2006 and 10 restaurants in the same quarters of fiscal 2005. Also, we had an additional 13 locations under construction at the end of the third quarter of fiscal 2006.

Financing activities

Our financing activities provided cash of $11.3 million during the first three quarters of fiscal 2006, consisting primarily of $10.5 million of proceeds from deemed landlord financing transactions associated with our new restaurant construction, $1.5 million in borrowings under our revolving line of credit, and payments for the repurchase of stock of $0.7 million, partially offset by the repayment of all $6.7 million of outstanding borrowings under our revolving line of credit at November 3, 2005.

Our financing activities provided cash of $7.8 million during the first three quarters of fiscal 2005, consisting principally of $9.1 million of proceeds from deemed landlord financing transactions associated with our new restaurant construction, partially offset by the repayment of all $1.4 million of outstanding borrowings under our revolving line of credit at October 28, 2004.

Cash management

We have historically funded the majority of our capital expenditures with cash provided by operating activities. We have on occasion obtained, and may in the future obtain, capitalized lease financing for certain expenditures related to equipment. Our investment requirements for new restaurant development include requirements for acquisition of land, building and equipment. Historically we have either acquired all of these assets for cash, or purchased building and equipment assets for cash and acquired a leasehold interest in land. We have entered into sale-leaseback arrangements for many of the land and building assets that we have purchased in the past, many of which have been accounted for as financing transactions. Since the initial net cash investment required for leased units is significantly lower than for owned properties, we intend to focus on leasing sites for future growth so that we only have to fund the equipment portion of our new restaurant capital costs from our cash flows. We believe that this will reduce our upfront cash requirements associated with new restaurant growth and enable us to increase our return on these investments, although it will result in significant long term obligations under either operating or capital leases.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

WeThere ~~are~~have ~~exposed~~been no material changes from the Annual Report on Form 10-K for the fiscal year ended November 2, 2006 related to ~~market~~the ~~risk~~Company’s ~~primarily~~exposure ~~from~~to ~~changes~~market inrisk ~~interest~~from ~~rates~~interest ~~and~~rates or changes in food commodity prices.

WeItem ~~are subject to changes in interest rates on borrowings under our senior secured credit facility that bear interest at floating rates~~4. AsControls ~~of July 13, 2006, $20.8 million, or 14.2% of our total debt~~ and capitalized lease obligations of $146.5 million, bears interest at a floating rate. A hypothetical one hundred basis point increase in interest rates for our variable rate borrowings as of July 13, 2006, would increase our future interest expense by approximately $0.2 million per year. This sensitivity analysis does not factor in potential changes in the level of our variable interest rate borrowings, or any actions that we might take to mitigate our exposure to changes in interest rates.Procedures

ManyEvaluation of theDisclosure ingredientsControls purchased for use in the products sold to our guests are subject to unpredictable price volatility outside of our control. We try to manage this risk by entering into selective short-term agreements for the products we use most extensively. Also, we believe that our commodity cost risk is diversified as many of our food ingredients are available from several sources and we have the ability to modify recipes or vary our menu items offered. Historically, we have also been able to increase certain menu prices in response to food commodity price increases and believe the opportunity may exist in the future. To compensate for a hypothetical price increase of 10% for food ingredients, we would need to increase prices charged to our guests by an average of approximately 2.3%. We have not historically used financial instruments to hedge our commodity ingredient prices.Procedures

~~Item~~Within the 484-day period prior to the filing date of this report, management, under the supervision of the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of disclosure controls and procedures pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended. ~~Controls~~Based upon their evaluation, the Chief Executive Officer and ~~Procedures~~Chief Financial Officer concluded that disclosure controls and procedures are effective in alerting them timely to material information required to be included in the Exchange Act filings. There have not been any significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation.

EvaluationLimitations ofon Disclosurethe ControlsEffectiveness andof ProceduresControls

~~Within~~A control ~~the~~system, ~~84-day~~no ~~period~~matter ~~prior~~how ~~to the~~well ~~filing~~designed ~~date~~and ofoperated, ~~this~~can ~~report~~provide only reasonable, ~~our~~not ~~management~~absolute, ~~under~~assurance that the ~~supervision~~control ofsystem’s ~~our~~objectives will ~~Chief~~be ~~Executive~~met. ~~Officer~~Further, ~~and~~the ~~Chief~~design ~~Financial~~of ~~Officer,~~a ~~carried~~control ~~out~~system anmust ~~evaluation of~~reflect the ~~effectiveness~~fact ofthat there ~~the~~are ~~design~~resource constraints, and ~~operation~~the benefits of ~~our~~controls ~~disclosure~~must ~~controls~~be ~~and~~considered ~~procedures~~relative ~~pursuant~~ to ~~Rules~~their ~~13a-14~~costs. ~~and~~Because ~~15d-14~~of ~~under~~ the ~~Securities~~inherent ~~Exchange Act~~limitations ofin ~~1934~~all ~~(the~~control systems, ~~“Exchange~~no ~~Act”),~~evaluation asof ~~amended.~~controls ~~Based~~can ~~upon~~provide ~~their~~absolute ~~evaluation,~~assurance ~~our~~that all ~~Chief~~control ~~Executive~~issues ~~Officer~~ and ~~Chief~~instances ~~Financial~~of ~~Officer~~fraud, ~~concluded~~if ~~that~~any, ~~our disclosure~~within ~~controls~~the ~~and~~Company ~~procedures~~have ~~are~~been detected. ~~effective~~These ininherent ~~alerting~~limitations ~~them~~include ~~timely~~the ~~to material~~realities ~~information~~that ~~required~~judgments toin decision-making can be ~~included~~faulty, inthat ~~our~~breakdowns ~~Exchange~~can ~~Act~~occur ~~filings.~~because ~~There~~of simple ~~have~~error ~~not~~or ~~been~~mistake, ~~any~~and ~~significant~~that ~~changes~~controls incan ~~our~~be ~~internal~~circumvented ~~controls~~by the acts of individuals or groups. Because of the inherent limitations in ~~other~~a cost-effective ~~factors~~control ~~that~~system, ~~could~~misstatements ~~significantly~~due ~~affect~~to ~~these~~error ~~controls~~or ~~subsequent~~fraud tomay ~~the~~occur ~~date of~~and ~~the~~not ~~evaluation~~be detected.

LimitationsPART onII the– EffectivenessOTHER of ControlsINFORMATION

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, that breakdowns can occur because of simple errors or mistakes, and that controls can be circumvented by the acts of individuals or groups. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time-to-time, the weCompany ~~have~~has been involved in various lawsuits and claims ~~arising from the conduct of our business~~. Such lawsuits typically involve claims from customers and others related to operational issues and complaints and allegations from former and current employees. These matters are believed to be common for restaurant businesses. The WeCompany ~~believe~~believes the ultimate disposition of of these matters will not have a material adverse effect on ~~our~~the consolidated financial position or results of operations.

During the second quarter, the Company was served with two class action lawsuits in California. The first complaint asserts a series of claims which allege that the Company misclassified California Bakers Square managers as exempt from overtime compensation from February 1, 2005, through the present. The second complaint asserts a series of claims which alleges that the Company’s vacation policy violated California law. The putative class in the second complaint includes all former and current California Bakers Square employees from April 11, 2002, through December 31, 2005. Both complaints seek monetary damages, interest, and attorneys’ fees in unspecified amounts. Company management believes that these cases, individually and in the aggregate, will not have a significant adverse effect on the Company’s financial condition.22

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended November 2, 2006.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

Item 6.	Exhibits

(a)	Exhibits

	31.1	Certification by the Chief Executive Officer with respect to the Form 10-Q for the quarterly period ended April 19, 2007, pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	31.2	Certification by the Chief Financial Officer with respect to the Form 10-Q for the quarterly period ended April 19, 2007, pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	32.1	Certifications by the Chief Executive Officer and Chief Financial Officer with respect to the Form 10-Q for the quarterly period ended April 19, 2007, pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934 and Title 18 of the United States Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)	Reports on Form 8-K

	During the second quarter of fiscal 2007 ended April 19, 2007, the Company filed the following reports on Form 8-K:

	Current report on Form 8-K on April 20, 2007, regarding the severance agreement for the Company’s former Chief Executive Officer, Debra Koenig.

	Current report on Form 8-K on May 11, 2007 regarding the employment agreement for the Company’s current Chief Executive Officer, Kenneth Keymer.

	Current report on Form 8-K on May 31, 2007, announcing the financial results for the second quarter of fiscal 2007 ended April 19, 2007.

~~(a) Exhibits~~23

31.1 Certification by our Chief Executive Officer with respect to our Form 10-Q for the quarterly period ended July 13, 2006, pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.SIGNATURES

~~31.2 Certification by~~Pursuant ~~our Chief Financial Officer with respect~~ to ~~our Form 10-Q for~~ the ~~quarterly period~~requirements ~~ended July 13, 2006, pursuant to Rule 13a-14 or 15d-14~~ of the Securities Exchange Act of 1934, asthe ~~adopted~~registrant ~~pursuant~~has duly caused this report to ~~Section~~be ~~302~~signed on ofits behalf by the ~~Sarbanes-Oxley Act~~undersigned ofthereunto ~~2002~~duly authorized.

32.1 Certifications by our Chief Executive Officer and Chief Financial Officer with respect to our Form 10-Q for the quarterly period ended July 13, 2006, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	VICORP Restaurants, Inc.


Date: May 31, 2007


	/s/ Kenneth Keymer
	Kenneth Keymer
	Chief Executive Officer
	(Principal Executive Officer)


Date: May 31, 2007


	/s/ Anthony Carroll
	Anthony Carroll
	Chief Financial Officer and Chief Administrative Officer
	(Principal Financial and Accounting Officer)

~~(b) Reports on Form 8-K~~24

During the third quarter of fiscal 2006 ended July 13, 2006, we filed the following reports on Form 8-K:

Current report on Form 8-K on June 6, 2006, announcing financial results for our second quarter ended April 20, 2006.

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.
Date: August 25, 2006
	/s/ Debra Koenig
	Debra Koenig
	Chief Executive Officer
	(Principal Executive Officer)
Date: August 25, 2006
	/s/ Anthony Carroll
	Anthony Carroll
	Chief Financial Officer and Chief Administrative Officer
	(Principal Financial and Accounting Officer)

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