J. ALEXANDERS CORPORATION - FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
For quarterly period ended July 2, 2006
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from
to
Commission file number 1-8766
J. ALEXANDERS CORPORATION
(Exact name of registrant as specified in its charter)
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Tennessee
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62-0854056 |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, Tennessee 37202
(Address of principal executive offices)
(Zip Code)
(615)269-1900
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
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. (Check one):
Large accelerated filer o Accelerated filero Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes oNo þ
Common Stock Outstanding 6,567,305 shares at August 15, 2006.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
J. Alexanders Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited in thousands, except share and per share amounts)
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July 2 |
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January 1 |
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2006 |
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2006 |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
8,600 |
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$ |
8,200 |
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Accounts and notes receivable |
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1,741 |
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1,907 |
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Inventories |
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1,406 |
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1,351 |
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Deferred income taxes |
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964 |
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964 |
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Prepaid expenses and other current assets |
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1,520 |
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1,284 |
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TOTAL CURRENT ASSETS |
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14,231 |
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13,706 |
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OTHER ASSETS |
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1,224 |
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1,164 |
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PROPERTY AND EQUIPMENT, at cost, less allowances for
depreciation and amortization of $40,214 and $37,940 at
July 2, 2006 and January 1, 2006, respectively |
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73,016 |
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74,187 |
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DEFERRED INCOME TAXES |
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4,510 |
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4,510 |
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DEFERRED CHARGES, less amortization |
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705 |
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733 |
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$ |
93,686 |
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$ |
94,300 |
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2
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July 2 |
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January 1 |
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2006 |
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2006 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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CURRENT LIABILITIES |
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Accounts payable |
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$ |
3,928 |
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$ |
4,971 |
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Accrued expenses and other current liabilities |
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3,879 |
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4,817 |
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Unearned revenue |
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1,556 |
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2,285 |
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Current portion of long-term debt and obligations under
capital leases |
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856 |
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824 |
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TOTAL CURRENT LIABILITIES |
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10,219 |
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12,897 |
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LONG-TERM DEBT AND OBLIGATIONS UNDER CAPITAL
LEASES, net of portion classified as current |
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22,755 |
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23,193 |
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OTHER LONG-TERM LIABILITIES |
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5,351 |
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5,103 |
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STOCKHOLDERS EQUITY |
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Common Stock, par value $.05 per share: Authorized 10,000,000
shares; issued and outstanding 6,545,605 and 6,531,122 shares at
July 2, 2006 and January 1, 2006, respectively |
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328 |
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327 |
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Preferred Stock, no par value: Authorized 1,000,000 shares; none
issued |
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Additional paid-in capital |
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34,725 |
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34,620 |
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Retained earnings |
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20,684 |
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18,536 |
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55,737 |
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53,483 |
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Employee
notes receivable 1999 Loan Program |
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(376 |
) |
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(376 |
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TOTAL STOCKHOLDERS EQUITY |
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55,361 |
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53,107 |
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$ |
93,686 |
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$ |
94,300 |
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See notes to condensed consolidated financial statements.
3
J. Alexanders Corporation and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited in thousands, except per share amounts)
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Quarter Ended |
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Six Months Ended |
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July 2 |
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July 3 |
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July 2 |
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July 3 |
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2006 |
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2005 |
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2006 |
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2005 |
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Net sales |
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$ |
33,341 |
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$ |
30,953 |
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$ |
68,579 |
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$ |
63,107 |
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Costs and expenses: |
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Cost of sales |
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10,870 |
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10,104 |
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22,419 |
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20,868 |
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Restaurant labor and related costs |
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10,810 |
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9,791 |
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21,809 |
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19,781 |
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Depreciation and amortization of
restaurant property and equipment |
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1,307 |
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1,198 |
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2,605 |
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2,386 |
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Other operating expenses |
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6,551 |
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5,866 |
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13,348 |
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12,087 |
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Total restaurant operating expenses |
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29,538 |
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26,959 |
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60,181 |
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55,122 |
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General and administrative expenses |
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2,488 |
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2,326 |
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4,879 |
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4,616 |
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Operating income |
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1,315 |
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1,668 |
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3,519 |
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3,369 |
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Other income (expense): |
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Interest expense, net |
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(400 |
) |
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(447 |
) |
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(825 |
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(909 |
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Other, net |
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22 |
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75 |
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51 |
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86 |
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Total other expense |
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(378 |
) |
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(372 |
) |
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(774 |
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(823 |
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Income before income taxes |
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937 |
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1,296 |
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2,745 |
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2,546 |
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Income tax provision |
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(226 |
) |
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(312 |
) |
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(597 |
) |
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(613 |
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Net income |
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$ |
711 |
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$ |
984 |
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$ |
2,148 |
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$ |
1,933 |
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Basic earnings per share |
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$ |
.11 |
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$ |
.15 |
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$ |
.33 |
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$ |
.30 |
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Diluted earnings per share |
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$ |
.10 |
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$ |
.14 |
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$ |
.31 |
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$ |
.28 |
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See notes to condensed consolidated financial statements.
4
J. Alexanders Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited in thousands)
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Six Months Ended |
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July 2 |
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July 3 |
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2006 |
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2005 |
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Net cash provided by operating activities: |
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Net income |
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$ |
2,148 |
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$ |
1,933 |
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Adjustments to reconcile net income to net cash provided by
operating activities: |
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Depreciation and amortization of property and equipment |
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2,649 |
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2,429 |
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Changes in working capital accounts |
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(985 |
) |
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(2,351 |
) |
Other operating activities |
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475 |
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495 |
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4,287 |
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2,506 |
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Net cash used in investing activities: |
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Purchase of property and equipment |
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(1,831 |
) |
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(2,787 |
) |
Other investing activities |
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(60 |
) |
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(82 |
) |
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(1,891 |
) |
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(2,869 |
) |
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Net cash (used in) provided by financing activities: |
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Payments on debt and obligations under capital leases |
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(406 |
) |
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(431 |
) |
Reduction of employee notes receivable-1999 Loan Program |
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38 |
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(Decrease) increase in bank overdraft |
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(987 |
) |
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1,538 |
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Payment of cash dividend |
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(653 |
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Exercise of employee stock options |
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50 |
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57 |
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(1,996 |
) |
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1,202 |
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Increase in cash and cash equivalents |
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400 |
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|
839 |
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Cash and cash equivalents at beginning of period |
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8,200 |
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6,129 |
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Cash and cash equivalents at end of period |
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$ |
8,600 |
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$ |
6,968 |
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Supplemental disclosures of non-cash items: |
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Property and equipment obligations accrued at beginning of period |
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$ |
550 |
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$ |
123 |
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Property and equipment obligations accrued at end of period |
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$ |
340 |
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$ |
106 |
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See notes to condensed consolidated financial statements.
5
J. Alexanders Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE A BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with U.S. generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by U.S. generally accepted accounting
principles for complete financial statements. Certain reclassifications have been made in the prior
years condensed consolidated financial statements to conform to the 2006 presentation. In the
opinion of management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the quarter and six
months ended July 2, 2006 are not necessarily indicative of the results that may be expected for
the fiscal year ending December 31, 2006. For further information, refer to the consolidated
financial statements and footnotes thereto included in the J. Alexanders Corporation (the
Companys) Annual Report on Form 10-K for the fiscal year ended January 1, 2006.
Net income and comprehensive income are the same for all periods presented.
NOTE B
EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
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Quarter Ended |
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Six Months Ended |
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July 2 |
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July 3 |
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July 2 |
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July 3 |
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2006 |
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2005 |
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2006 |
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2005 |
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Numerator: |
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Net income (numerator for basic earnings
per share) |
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$ |
711,000 |
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$ |
984,000 |
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$ |
2,148,000 |
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$ |
1,933,000 |
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Effect of dilutive securities |
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Net income after assumed conversions
(numerator for diluted earnings per share) |
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$ |
711,000 |
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$ |
984,000 |
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$ |
2,148,000 |
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$ |
1,933,000 |
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Denominator: |
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Weighted average shares (denominator for basic
earnings per share) |
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6,542,000 |
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6,469,000 |
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6,537,000 |
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6,465,000 |
|
Effect of dilutive securities: |
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Employee stock options |
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293,000 |
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|
323,000 |
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291,000 |
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|
323,000 |
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Adjusted weighted average shares and assumed
conversions (denominator for diluted earnings
per share) |
|
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6,835,000 |
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|
6,792,000 |
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6,828,000 |
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6,788,000 |
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Basic earnings per share |
|
$ |
.11 |
|
|
$ |
.15 |
|
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$ |
.33 |
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$ |
.30 |
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Diluted earnings per share |
|
$ |
.10 |
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$ |
.14 |
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$ |
.31 |
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$ |
.28 |
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6
The calculations of diluted earnings per share exclude stock options for the purchase of
113,000 shares and 107,000 shares of the Companys common stock for the quarters ended July 2, 2006
and July 3, 2005, respectively, because the exercise prices of the options were greater than the
average market price of the common stock for the applicable periods and the effect of their
inclusion would be anti-dilutive. Anti-dilutive options to purchase 257,000 and 108,000 shares of
common stock were excluded from the diluted earnings per share calculation for the six months ended
July 2, 2006 and July 3, 2005, respectively.
NOTE C
INCOME TAXES
Income tax expense for the second quarter and first six months of 2006 has been provided for
based on an estimated effective tax rate of approximately 24% expected to be applicable for the
2006 fiscal year. The tax provision for the first six months of 2006 also includes a favorable
adjustment of $67,000 which represents a discrete item related to the correction of a prior years
federal income tax return. The effective income tax rate differs from applying the statutory
federal income tax rate of 34% to income before taxes primarily due to the effect of employee FICA
tip tax credits (a reduction in income tax expense) partially offset by the effect of state income
taxes.
NOTE D
STOCK BASED COMPENSATION
Under the Companys 2004 Equity Incentive Plan, directors, officers and key employees of the
Company may be granted options to purchase shares of the Companys common stock. Options to
purchase the Companys common stock also remain outstanding under the Companys 1994 Employee Stock
Incentive Plan and the 1990 Stock Option Plan for Outside Directors, although the Company no longer
has the ability to issue additional awards under these plans.
Effective January 2, 2006, the Company adopted the provisions of Financial Accounting
Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 123 (revised),
Share-Based Payment (SFAS 123R) using a modified prospective application. Prior to the adoption
of SFAS 123R, the Company accounted for share-based payments to employees using the intrinsic value
method under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees(APB 25). Under the provisions of APB 25, stock option awards were generally accounted
for using fixed plan accounting whereby the Company recognized no compensation expense for stock
option awards because the exercise price of options granted was equal to the fair value of the
common stock at the date of grant.
Under the modified prospective application, the provisions of SFAS 123R apply to non-vested
awards which were outstanding on January 1, 2006 and to new awards and the modification, repurchase
or cancellation of awards after January 1, 2006. Under the modified prospective approach,
compensation expense recognized in 2006 includes share-based compensation cost for all share-based
payments granted prior to, but not yet vested as of January 2, 2006, based on the grant-date fair
value estimated in accordance with the original provisions of SFAS No. 123, Accounting for
Stock-Based Compensation (SFAS 123), and recognized as expense over the remaining requisite
service period. Compensation expense recognized in 2006 also includes compensation cost for all
share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value
estimated in accordance with
7
the provisions of SFAS 123R and recognized as expense over the applicable requisite service
period. Prior periods were not restated to reflect the impact of adopting the new standard.
As a result of adopting SFAS 123R on January 2, 2006, the Companys income before taxes for
the quarter ended July 2, 2006 was $30,000 lower, and net income $23,000 lower, than if the Company
had continued to account for stock-based compensation under the provisions of APB 25. For the six
months ended July 2, 2006, the Companys income before income taxes was $56,000 lower, and net
income $43,000 lower, than if the Company had continued to account for stock-based compensation
under the provisions of APB 25. The adoption of SFAS 123R had no cumulative change effect on
reported basic and diluted earnings per share. At July 2, 2006, the Company had $113,000 of
unrecognized compensation cost related to share-based payments which is expected to be recognized
as follows:
|
|
|
|
|
2006 |
|
$ |
17,000 |
|
2007 |
|
|
23,000 |
|
2008 |
|
|
23,000 |
|
2009 |
|
|
23,000 |
|
2010 |
|
|
23,000 |
|
2011 |
|
|
4,000 |
|
The following table illustrates the effect on operating results and per share information had
the Company accounted for stock-based compensation in accordance with SFAS 123 for the quarter and
six months ended July 3, 2005:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
Six Months Ended |
|
|
|
July 3, 2005 |
|
|
July 3, 2005 |
|
Net income as reported |
|
$ |
984,000 |
|
|
$ |
1,933,000 |
|
Deduct: Stock-based employee compensation expense
determined under a fair value method for all awards, net
of taxes |
|
|
(34,000 |
) |
|
|
(67,000 |
) |
|
|
|
|
|
|
|
Pro forma net income |
|
$ |
950,000 |
|
|
$ |
1,866,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
Basic earnings per share, as reported |
|
$ |
.15 |
|
|
$ |
.30 |
|
|
|
|
|
|
|
|
Basic earnings per share, pro forma |
|
$ |
.15 |
|
|
$ |
.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share, as reported |
|
$ |
.14 |
|
|
$ |
.28 |
|
|
|
|
|
|
|
|
Diluted earnings per share, pro forma |
|
$ |
.14 |
|
|
$ |
.27 |
|
|
|
|
|
|
|
|
The Company uses the Black-Scholes option pricing model to estimate the fair value of
stock-based awards. No options were granted during the second quarter of 2006 or 2005.
8
The following table represents stock option activity for the quarter ended July 2, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Weighted- |
|
|
Remaining |
|
|
|
Number of |
|
|
Average |
|
|
Contractual |
|
|
|
Shares |
|
|
Exercise Price |
|
|
Life |
|
Outstanding options at beginning of period |
|
|
954,560 |
|
|
$ |
5.74 |
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(8,233 |
) |
|
|
4.10 |
|
|
|
|
|
Forfeited |
|
|
(14,667 |
) |
|
|
8.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at end of period |
|
|
931,660 |
|
|
$ |
5.72 |
|
|
5.8 years |
|
|
|
|
|
|
|
|
|
|
Outstanding exercisable at end of period |
|
|
823,983 |
|
|
$ |
5.48 |
|
|
5.3 years |
|
|
|
|
|
|
|
|
|
|
There were 106,169 shares available for future grants to employees and directors under the
2004 Equity Incentive Plan at July 2, 2006. The aggregate intrinsic value of options outstanding
at July 2, 2006 was $2.5 million, and the aggregate intrinsic value of options exercisable was $2.1
million. The total intrinsic value of options exercised was $15,000 and $25,000 for the quarter and
six month periods ended July 2, 2006 compared to $33,000 and $35,000, respectively, for the quarter
and six month periods ended July 3, 2005.
The following table summarizes the Companys non-vested stock option activity for the quarter
ended July 2, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
Number of |
|
|
Grant-Date |
|
|
|
Shares |
|
|
Fair Value |
|
Non-vested stock options at beginning of period |
|
|
120,344 |
|
|
$ |
3.17 |
|
Granted |
|
|
|
|
|
|
|
|
Vested |
|
|
|
|
|
|
|
|
Forfeited |
|
|
(12,667 |
) |
|
|
3.17 |
|
|
|
|
|
|
|
|
Non-vested stock options at end of period |
|
|
107,677 |
|
|
$ |
3.17 |
|
|
|
|
|
|
|
|
NOTE E
COMMITMENTS AND CONTINGENCIES
As a result of the disposition of its Wendys operations in 1996, the Company remains
secondarily liable for certain real property leases with remaining terms of one to ten years. The
total estimated amount of lease payments remaining on these 23 leases at July 2, 2006 was
approximately $3.2 million. In connection with the sale of its Mrs. Winners Chicken & Biscuit
restaurant operations in 1989 and certain previous dispositions, the Company also remains
secondarily liable for certain real property leases with remaining terms of one to five years. The
total estimated amount of lease payments remaining on these 27 leases at July 2, 2006, was
approximately $1.9 million. Additionally, in connection with the previous disposition of certain
other Wendys restaurant operations, primarily the southern California restaurants in 1982, the
Company remains secondarily liable for certain real property leases with remaining terms of one to
five years. The total estimated amount of lease payments remaining on these 11 leases as of July
2, 2006, was approximately $1.3 million.
9
The Company is from time to time subject to routine litigation incidental to its business.
The Company believes that the results of such legal proceedings will not have a materially adverse
effect on the Companys financial condition, operating results or liquidity.
NOTE F
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in an enterprises financial statements in accordance with
SFAS No. 109, Accounting for Income Taxes and 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. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods, disclosure, and transition.
FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company has not
determined the impact, if any, that the adoption of FIN 48 will have on its consolidated financial
statements.
10
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
RESULTS OF OPERATIONS
Overview
J. Alexanders Corporation (the Company) operates upscale casual dining restaurants. At
July 2, 2006, the Company operated 28 J. Alexanders restaurants in 12 states. The Companys net
sales are derived primarily from the sale of food and alcoholic beverages in its restaurants.
Revenues are also generated by the sale and redemption of gift cards and from other income related
to gift cards and certificates.
The Companys strategy is for J. Alexanders restaurants to compete in the restaurant industry
by providing guests with outstanding professional service, high quality food, and an attractive
environment with an upscale, high-energy ambiance. Quality is emphasized throughout J. Alexanders
operations and substantially all menu items are prepared on the restaurant premises using fresh,
high quality ingredients. The Companys goal is for each J. Alexanders restaurant to be perceived
by guests in its market as a market leader in each of the categories above. J. Alexanders
restaurants offer a contemporary American menu designed to appeal to a wide range of consumer
tastes. However, the Company believes its restaurants are most popular with more discriminating
guests with higher discretionary incomes. J. Alexanders typically does not advertise in the media
and relies on each restaurant to increase sales by building its reputation as an outstanding dining
establishment. The Company has generally been successful in achieving sales increases in its
restaurants over time using this strategy.
The restaurant industry is highly competitive and is often affected by changes in consumer
tastes and discretionary spending patterns; changes in general economic conditions; public safety
conditions or concerns; demographic trends; weather conditions; the cost of food products, labor
and energy; and governmental regulations. Because of these factors, the Companys management
believes it is of critical importance to the Companys success to effectively execute the Companys
operating strategy and to constantly evolve and refine the critical conceptual elements of J.
Alexanders restaurants in order to distinguish them from other casual dining competitors and
maintain the Companys competitive position.
The restaurant industry is also characterized by high capital investment for new restaurants
and relatively high fixed or semi-fixed restaurant operating expenses. As a result, incremental
sales in existing restaurants are generally expected to make a significant contribution to
restaurant profitability because many restaurant costs and expenses are not expected to increase at
the same rate as sales. Improvements in profitability resulting from incremental sales growth can
be affected, however, by inflationary increases in operating costs and other factors. Management
believes that excellence in restaurant operations, and particularly providing exceptional guest
service, will increase net sales in the Companys existing restaurants and will support menu
pricing levels which allow the Company to achieve reasonable operating margins while absorbing the
higher costs of providing high quality dining experiences and operating cost increases.
11
Incremental sales for existing restaurants are generally measured in the restaurant industry
by computing the same store sales increase, which represents the increase in sales for the
restaurants included in the same base of restaurants for comparable periods. Same store sales
increases can be generated by increases in guest counts and increases in the average check per
guest. The average check per guest can be affected by menu price changes and the mix of menu items
sold. Management regularly analyzes guest count and average check trends for each restaurant in
order to improve menu pricing and product offering strategies. Management believes that it is
important to increase guest counts and average guest checks over time in order to continue to
improve the Companys profitability. The Company works to balance menu price increases with
product offerings, guest count trends and margin considerations in its efforts to achieve
sustainable long-term increases in same store sales.
Other key indicators which can be used to evaluate and understand the Companys restaurant
operations include cost of sales, restaurant labor and related costs and other operating expenses,
with a focus on these expenses as a percentage of net sales. The cost of beef is the largest
component of the Companys cost of sales. The Company typically enters into an annual pricing
agreement which sets the price the Company will pay for beef for a 12-month period. Since the
Company uses primarily fresh ingredients for food preparation, the cost of other food commodities
can vary significantly from time to time due to a number of factors. The Company generally expects
to increase menu prices in order to offset the increase in the cost of food products as well as
increases which the Company experiences in labor and related costs and other operating expenses,
but attempts to balance these increases with the goals of providing reasonable value to the
Companys guests and maintaining same store sales growth. Management believes that restaurant
operating margin, which is computed by subtracting total restaurant operating expenses from net
sales and dividing by net sales, is an important indicator of the Companys success in managing its
restaurant operations because it is affected by same store sales growth, menu pricing strategy, and
the management and control of restaurant operating expenses in relation to net sales.
The opening of new restaurants by the Company can have a significant impact on the Companys
financial performance. Because pre-opening costs for new restaurants are significant and most new
restaurants incur start-up losses during their early months of operation, the number of restaurants
opened or under development in a particular year can have a significant impact on the Companys
operating results. The Company has historically capitalized rents paid during the period a
restaurant is under construction. Beginning in fiscal 2006, any straight-line minimum rent expense
incurred during the construction period for any new leased restaurant locations for which
construction begins will be included in pre-opening expense.
Because large capital investments are required for J. Alexanders restaurants and because a
significant portion of labor costs and other operating expenses are fixed or semi-fixed in nature,
management believes the sales required for a J. Alexanders restaurant to break even are relatively
high compared to many other casual dining concepts and it is necessary for the Company to achieve
relatively high sales volumes in its restaurants in order to achieve desired financial returns.
The Companys criteria for new restaurant development target locations with high population
densities and high household incomes which management believes provide the best prospects for
achieving attractive financial returns on the Companys investments in new restaurants. Management
believes that its intended new restaurant development rate of two restaurants in 2007 and two to
three restaurants per year thereafter should allow the Company to acquire new locations which meet
the Companys development criteria while also allowing
12
management to focus intently on improving sales and profits in its existing restaurants and
maintain its pursuit of operational excellence. No new restaurant openings are currently planned
in 2006.
The following table sets forth, for the periods indicated, (i) the items in the Companys
Condensed Consolidated Statements of Income expressed as a percentage of net sales, and (ii) other
selected operating data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
Six Months Ended |
|
|
July 2 |
|
July 3 |
|
July 2 |
|
July 3 |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Net sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
32.6 |
|
|
|
32.6 |
|
|
|
32.7 |
|
|
|
33.1 |
|
Restaurant labor and related costs |
|
|
32.4 |
|
|
|
31.6 |
|
|
|
31.8 |
|
|
|
31.3 |
|
Depreciation and amortization of restaurant
property and equipment |
|
|
3.9 |
|
|
|
3.9 |
|
|
|
3.8 |
|
|
|
3.8 |
|
Other operating expenses |
|
|
19.6 |
|
|
|
19.0 |
|
|
|
19.5 |
|
|
|
19.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total restaurant operating expenses |
|
|
88.6 |
|
|
|
87.1 |
|
|
|
87.8 |
|
|
|
87.3 |
|
General and administrative expenses |
|
|
7.5 |
|
|
|
7.5 |
|
|
|
7.1 |
|
|
|
7.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
3.9 |
|
|
|
5.4 |
|
|
|
5.1 |
|
|
|
5.3 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(1.2 |
) |
|
|
(1.4 |
) |
|
|
(1.2 |
) |
|
|
(1.4 |
) |
Other, net |
|
|
0.1 |
|
|
|
0.2 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense |
|
|
(1.1 |
) |
|
|
(1.2 |
) |
|
|
(1.1 |
) |
|
|
(1.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
2.8 |
|
|
|
4.2 |
|
|
|
4.0 |
|
|
|
4.0 |
|
Income tax provision |
|
|
(0.7 |
) |
|
|
(1.0 |
) |
|
|
(0.9 |
) |
|
|
(1.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
2.1 |
% |
|
|
3.2 |
% |
|
|
3.1 |
% |
|
|
3.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Certain percentage totals do not sum due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restaurants open at end of period |
|
|
28 |
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
Weighted average weekly sales per restaurant (1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All restaurants |
|
$ |
91,500 |
|
|
$ |
88,000 |
|
|
$ |
94,100 |
|
|
$ |
89,700 |
|
Percent increase |
|
|
+4.0 |
% |
|
|
|
|
|
|
+4.9 |
% |
|
|
|
|
Same store restaurants (2) |
|
$ |
90,900 |
|
|
$ |
88,000 |
|
|
$ |
93,500 |
|
|
$ |
89,700 |
|
Percent increase |
|
|
+3.3 |
% |
|
|
|
|
|
|
+4.2 |
% |
|
|
|
|
|
|
|
(1) |
|
The Company computes weighted average weekly sales per restaurant by dividing total restaurant
sales for the period by the total number of days all restaurants were open for the period to obtain
a daily sales average, with the daily sales average then multiplied by seven to arrive at weekly
average sales per restaurant. Days on which restaurants are closed for business for any reason
other than the scheduled closure of all J. Alexanders restaurants on Thanksgiving day and
Christmas day are excluded from this calculation. Weighted average weekly same store sales per
restaurant are computed in the same manner as described above except that sales and sales days used
in the calculation include only those for restaurants open for more than 18 months. Revenue
associated with service charges on unused gift cards and reductions in |
13
|
|
|
|
|
liabilities for gift certificates or cards is not included in the calculation of weighted average
weekly sales per restaurant or weighted average weekly same store sales per restaurant. |
|
(2) |
|
Includes the 27 restaurants open for more than 18 months. |
Net Sales
Net sales increased by $2,388,000, or 7.7%, and $5,472,000, or 8.7%, for the second quarter
and first six months of 2006, respectively, as compared to the same periods of 2005. These
increases were due to sales increases in the same store restaurant base and to the operation in the
2006 periods of an additional restaurant which opened in October of 2005. Same store sales on a
base of 27 restaurants averaged $90,900 and $93,500 per week during the second quarter and six
months ended July 2, 2006, respectively, representing increases of 3.3% and 4.2% compared to the
same periods of 2005.
Management estimates the average check per guest, including alcoholic beverage sales,
increased by 5.0% to $22.52 in the second quarter of 2006 from $21.45 in the second quarter of 2005
and by 5.5% to $22.48 for the first half of 2006 compared to $21.30 for the first half of 2005.
Management estimates that menu prices increased by approximately 1.5% and 1.9% in the second
quarter and first six months of 2006, respectively, over the same periods of 2005. In addition, in
April of 2005 the Company changed its menu pricing format in most locations to modified a la carte
pricing for beef and seafood entrees. Under the modified a la carte format, menu prices of beef
and seafood entrees which previously included a dinner salad decreased by $1.00 to $2.00 in many
locations (although increasing in certain major market locations), but no longer include a salad.
If desired, a salad can be added for an additional charge of $4.00. Management estimates that
weekly average guest counts decreased on a same store basis by approximately 2.1% and 1.6% in the
second quarter and first six months of 2006, respectively, compared to the same periods of 2005.
During the second quarter of 2006, the Company experienced a notable slowing of sales in most
of its Midwestern restaurants with net sales for some of the Companys restaurants located in Ohio
and Michigan declining significantly for that period compared to the same period of 2005.
Management attributes these declines primarily to general economic conditions and consumer
attitudes regarding discretionary spending in these areas.
Increased wine sales, which management believes are due to additional emphasis placed on the
Companys wine feature program, also contributed to same store sales increases in the second
quarter and first six months of 2006 compared to the same periods of 2005.
In past years, the Company deducted monthly service charges from outstanding balances of
unredeemed gift cards after a card had no activity for 12 consecutive months. These service
charges were recorded as revenue when deducted. In November of 2005, the Company discontinued
service charges on gift cards and began recognizing revenue related to reductions in liabilities
for gift cards and certificates which, although they do not expire, are considered to be only
remotely likely to be redeemed (breakage). Breakage of $37,000 and $56,000 was included in net
sales for the second quarter and first six months of 2006, respectively, while revenues of $89,000
and $186,000 related to gift card service fees were recorded in net sales for the corresponding
periods of 2005.
14
Restaurant Costs and Expenses
Total restaurant operating expenses increased to 88.6% and 87.8% of net sales for the second
quarter and first six months of 2006, respectively, from 87.1% and 87.3% in the corresponding
periods of 2005 due to increases, as a percentage of sales, in restaurant labor and related costs
and other operating expenses.
Cost of sales, which includes the cost of food and beverages, was 32.6% of net sales in the
second quarters of both 2006 and 2005 as the effect of lower prices paid by the Company in 2006 for
pork and poultry products and the effect of higher menu prices were offset by higher seafood costs.
Cost of sales decreased to 32.7% of net sales in the first six months of 2006 from 33.1% in the
corresponding period of 2005. This decrease was due primarily to increases in menu prices, the
change in pricing format to modified a la carte pricing for beef and seafood entrees in April of
2005, and lower prices paid for poultry, pork, and dairy products, the combined effect of which
more than offset increased seafood costs during the first six months of 2006.
Beef purchases represent the largest component of the Companys cost of sales and comprise
approximately 28% to 30% of this category. Market prices for beef have increased significantly
over the last two years. Under the Companys annual beef pricing agreement which was effective in
March of 2005, prices paid by the Company for beef increased by an estimated 7% to 8% over those
under the previous agreement. A portion of the increase under the March 2005 agreement was due to
the Company upgrading its beef program to serve only Certified Angus Beef® in all of its
restaurants. Under its most recent pricing agreement effective in March of 2006, the Company will
continue to serve Certified Angus Beef® or other branded high-quality choice beef in most
locations. While prices increased by 5% to 6% under the new agreement, management believes that a
change made in the purchase specifications for one cut of beef has increased steak cutting yields
and expects the resulting lower effective cost on that product to offset a significant portion of
the effect of the price increases.
In response to escalating beef input costs as well as continuing pressure on the cost of a
number of other food items, the Company increased menu prices in 2005 and also changed its pricing
format for certain menu items to modified a la carte pricing in most locations as discussed above.
The Company has increased menu prices by an estimated 1.5% to 2.0% in 2006 in order to maintain or
improve profitability.
Restaurant labor and related costs increased to 32.4% of net sales during the second quarter
of 2006 from 31.6% in the same quarter of 2005 and to 31.8% for the first six months of 2006 from
31.3% for the first six months of 2005. These increases were due primarily to higher hourly wage
rates, including the effect of a minimum wage rate increase in Florida, and the costs associated
with focused training and staff development efforts at one of the Companys under-performing
restaurants.
Depreciation and amortization of restaurant property and equipment represented 3.9% of net
sales for the second quarters of both 2006 and 2005 and 3.8% of net sales for the first six months
of both years.
15
Other operating expenses, which include restaurant expenses such as china and supplies,
laundry and linen costs, repairs and maintenance, utilities, credit card fees, rent, property taxes
and insurance, increased to 19.6% and 19.5% of net sales for the second quarter and first six
months of 2006, respectively, from 19.0% and 19.2% of net sales for the same periods of 2005. The
increases were due primarily to increases in repair and maintenance expenses, losses related to
disposals of assets which were replaced, higher credit card fees, and occupancy costs associated
with the Companys restaurant opened in the fourth quarter of 2005. Higher utility costs also
contributed to the increase for the first six months of 2006.
General and Administrative Expenses
General and administrative expenses, which include supervisory costs, management training and
relocation costs, and other costs incurred above the restaurant level, totaled $2,488,000 in the
second quarter of 2006 compared to $2,326,000 in the second quarter of 2005, an increase of
$162,000, or 7.0%. General and administrative expenses increased by $263,000, or 5.7%, to
$4,879,000 during the first six months of 2006 from $4,616,000 during the corresponding period of
2005. The increases for both the quarter and six months of 2006 included the cost of marketing
research conducted in the second quarter of 2006 as well as higher salary costs. Training costs
were also higher for the first six months of 2006 than for the comparable period of 2005.
General and administrative expenses as a percentage of net sales were 7.5% for the second
quarters of both 2006 and 2005 and decreased to 7.1% of net sales for the first six months of 2006
from 7.3% for the comparable period in 2005.
Other Income (Expense)
Net interest expense decreased during the 2006 periods compared to the corresponding periods
of 2005, due primarily to higher investment income, which is netted against interest expense for
financial reporting purposes, resulting from higher balances of invested funds and higher interest
rates.
Other income for the second quarter and first six months of 2005 included a $57,000 gain on
the sale of stock held as an investment.
Income Taxes
The Companys income tax provision for the first six months of 2006 is based on an estimated
effective tax rate of 24.2% for fiscal 2006, adjusted for a favorable discrete item of $67,000
related to correction of a prior years federal income tax return. The 2006 estimated effective
rate and the effective rate of 24.1% used for the first six months of 2005 are lower than the
statutory federal income tax rate of 34% due primarily to the effect of FICA tip tax credits, with
the effect of those credits being partially offset by the effect of state income taxes.
16
LIQUIDITY AND CAPITAL RESOURCES
The Companys capital needs are primarily for the development and construction of new J.
Alexanders restaurants, for maintenance of its existing restaurants, and for meeting debt service
and operating lease obligations. Additionally, the Company paid a cash dividend to all
shareholders aggregating $653,000 in January of 2006 which met the requirements to extend certain
contractual standstill restrictions under an agreement with its largest shareholder and may
consider paying additional dividends in that regard in the future. The Company has met its needs
and maintained liquidity in recent years primarily by cash flow from operations, use of bank lines
of credit, and through proceeds received from a mortgage loan in 2002.
The Companys net cash provided by operating activities totaled $4,287,000 and $2,506,000 for
the first six months of 2006 and 2005, respectively. Management expects that future cash flows
from operating activities will vary primarily as a result of future operating results. Cash and
cash equivalents on hand at July 2, 2006 were $8,600,000.
The Company does not plan to open any new restaurants in 2006. Estimated cash expenditures
for capital assets for existing restaurants for 2006 are approximately $3.5 million, including
approximately $550,000 of payments primarily for assets acquired in 2005 for the new J. Alexanders
restaurant opened in the fourth quarter of that year.
Management believes cash and cash equivalents on hand at July 2, 2006 combined with cash flow
from operations will be adequate to meet the Companys capital needs for 2006. Managements longer
term growth plan is to open two restaurants in 2007 and up to three restaurants per year beginning
in 2008. While management does not believe these growth plans will be constrained due to lack of
capital resources, capital requirements for this level of growth could exceed funds generated by
the Companys operations. Management believes that, if needed, additional financing would be
available for future growth through bank borrowing, additional mortgage or equipment financing, or
sale and leaseback of some or all of the Companys unencumbered restaurant properties. There can
be no assurance, however, that such financing, if needed, could be obtained or that it would be on
terms satisfactory to the Company.
A mortgage loan obtained in 2002 represents the most significant portion of the Companys
outstanding long-term debt. The loan, which was originally in the amount of $25,000,000, had an
outstanding balance of $22,936,000 at July 2, 2006. It has an effective annual interest rate,
including the effect of the amortization of deferred issue costs, of 8.6% and is payable in equal
monthly installments of principal and interest of approximately $212,000 over a period of 20 years
through November 2022. Provisions of the mortgage loan and related agreements require that a
minimum fixed charge coverage ratio of 1.25 to 1 be maintained for the businesses operated at the
properties included under the mortgage and that a funded debt to
17
EBITDA (as defined in the loan agreement) ratio of 6 to 1 be maintained for the Company and
its subsidiaries. The loan is pre-payable without penalty after October 29, 2007, with a yield
maintenance penalty in effect prior to that time. The mortgage loan is secured by the real estate,
equipment and other personal property of nine of the Companys restaurant locations with an
aggregate book value of $24,719,000 at July 2, 2006. The real property at these locations is owned
by JAX Real Estate, LLC, the borrower under the loan agreement, which leases them to a wholly-owned
subsidiary of the Company as lessee. The Company has guaranteed the obligations of the lessee
subsidiary to pay rents under the lease. JAX Real Estate, LLC, is an indirect wholly-owned
subsidiary of the Company which is included in the Companys Condensed Consolidated Financial
Statements. However, JAX Real Estate, LLC was established as a special purpose, bankruptcy remote
entity and maintains its own legal existence, ownership of its assets and responsibility for its
liabilities separate from the Company and its other affiliates.
Since 2003 the Company has maintained a secured bank line of credit agreement which provides
up to $5,000,000 for financing capital expenditures related to the development of new restaurants
and for general operating purposes. Credit available under the line is currently approximately
$4.6 million and is based on a percentage of the appraised value of the collateral securing the
line. Provisions of the line of credit agreement require that the Company maintain a fixed charge
coverage ratio of at least 1.5 to 1 and a maximum adjusted debt to EBITDAR (as defined in the loan
agreement) ratio of 4.15 to 1. The bank loan agreement also provides that defaults which permit
acceleration of debt under other loan agreements constitute a default under the bank agreement.
The Companys ability to incur additional debt outside of the line of credit is also restricted.
The line of credit is secured by the real estate of two of the Companys restaurant locations with
an aggregate book value of $7,526,000 at July 2, 2006 and bears interest on outstanding borrowings
at the rate of LIBOR plus a spread of two to four percent, depending on the Companys leverage
ratio. The maturity date of the credit line, which was originally April 30, 2006, has been
extended to September 30, 2006. Management has received a proposal for renewal of this credit
facility, and is currently considering and negotiating the terms of the proposal, although there
can be no assurance that a renewal will be successfully completed. There have been no borrowings
under the agreement since 2004.
The Company was in compliance with the financial covenants of its debt agreements as of July
2, 2006. Should the Company fail to comply with these covenants, management would likely request
waivers of the covenants, attempt to renegotiate them or seek other sources of financing. However,
if these efforts were not successful, amounts outstanding under the Companys debt agreements could
become immediately due and payable, and there could be a material adverse effect on the Companys
financial condition and operations.
As of August 15, 2006, the Company had no financing transactions, arrangements or other
relationships with any unconsolidated affiliated entities. Additionally, the Company is not a party
to any financing arrangements involving synthetic leases or trading activities involving commodity
contracts. Contingent lease commitments are discussed in Note E Commitments and Contingencies to
the Condensed Consolidated Financial Statements.
18
CONTRACTUAL OBLIGATIONS
In the ordinary course of business, the Company routinely executes contractual agreements for
cleaning services, linen usage, trash removal and similar type services. Whenever possible, these
agreements are limited to a term of one year or less and often contain a provision allowing the
Company to terminate the agreement upon providing a 30 day written notice. Subsequent to January
1, 2006, there have been a number of agreements of the nature described above executed by the
Company. None of them, individually or collectively, would be considered material to the Companys
financial position or results of operations in the event of termination prior to the scheduled
term.
The only contractual obligation entered into during 2006 considered significant to the Company
was the renewal of the Companys annual beef pricing agreement in the ordinary course of business
effective March 6, 2006. Under the terms of the agreement, if the Companys supplier has
contracted to purchase specific products, the Company is obligated to purchase such products. As
of July 2, 2006, the Companys supplier has indicated it is under contract to purchase
approximately $8.4 million of beef related to the Companys annual pricing agreement. This amount
compares to approximately $2.0 million of purchase obligations for beef at January 1, 2006.
From 1975 through 1996, the Company operated restaurants in the quick-service restaurant
industry. The discontinuation of these quick-service restaurant operations included disposals of
restaurants that were subject to lease agreements which typically contained initial lease terms of
20 years plus two additional option periods of five years each. In connection with certain of
these dispositions, the Company remains secondarily liable for ensuring financial performance as
set forth in the original lease agreements. The Company can only estimate its contingent liability
relative to these leases, as any changes to the contractual arrangements between the current tenant
and the landlord subsequent to the assignment are not required to be disclosed to the Company. A
summary of the Companys estimated contingent liability as of July 2, 2006, is as follows:
|
|
|
|
|
Wendys restaurants (34 leases) |
|
$ |
4,500,000 |
|
Mrs. Winners Chicken & Biscuits restaurants (27 leases) |
|
|
1,900,000 |
|
|
|
|
|
Total contingent liability related to assigned leases |
|
$ |
6,400,000 |
|
|
|
|
|
There have been no payments by the Company of such contingent liabilities in the history of
the Company.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the Companys Condensed Consolidated Financial Statements, which have been
prepared in accordance with U.S. generally accepted accounting principles, requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting periods. On an ongoing basis,
management evaluates its estimates and judgments, including those related to its accounting for
gift card and gift certificate revenue, property and equipment, leases, impairment of long-lived
assets, income taxes, contingencies and litigation. Management bases
19
its estimates and judgments on historical experience and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different assumptions or
conditions.
Critical accounting policies are defined as those that are reflective of significant judgments
and uncertainties, and potentially result in materially different results under different
assumptions and conditions. Management believes the following critical accounting policies are
those which involve the more significant judgments and estimates used in the preparation of the
Companys Condensed Consolidated Financial Statements.
Revenue Recognition for Gift Certificates and Gift Cards: The Company records a liability
for gift cards at the time they are sold by the Companys gift card subsidiary. Upon
redemption, net sales are recorded and the liability is reduced by the amount of
certificates or card values redeemed. In 2000, the Companys gift card subsidiary began
selling electronic gift cards which provided for monthly service charges of $2.00 per month
to be deducted from the outstanding balances of the cards after 12 months of inactivity.
These service charges, along with reductions in liabilities for gift cards and certificates
which, although they do not expire, are considered to be only remotely likely to be redeemed
and for which there is no legal obligation to remit balances under unclaimed property laws
of the relevant jurisdictions (breakage), have been recorded as revenue by the Company and
are included in net sales in the Companys Condensed Consolidated Statements of Income. The
Company discontinued the deduction of service charges from gift card balances in November of
2005. Based on the Companys historical experience, management considers the probability of
redemption of a gift card to be remote when it has been outstanding for 24 months.
Property and Equipment: Property and equipment are recorded at cost and depreciated using
the straight-line method over the estimated useful lives of the assets. Leasehold
improvements are amortized over the lesser of the assets estimated useful life or the
expected lease term, generally including renewal options. Improvements are capitalized
while repairs and maintenance costs are expensed as incurred. Because significant judgments
are required in estimating useful lives, which are not ultimately known until the passage of
time and may be dependent on proper asset maintenance, and in the determination of what
constitutes a capitalized cost versus a repair or maintenance expense, changes in
circumstances or use of different assumptions could result in materially different results
from those determined based on the Companys estimates.
Lease Accounting: The Company is obligated under various lease agreements for certain
restaurant facilities. For operating leases, the Company recognizes rent expense on a
straight-line basis over the expected lease term. Capital leases are recorded as an asset
and an obligation at an amount equal to the lesser of the present value of the minimum lease
payments during the lease term or the fair market value of the leased asset.
20
Under the provisions of certain of the Companys leases, there are rent holidays and/or
escalations in payments over the base lease term, as well as renewal periods. The effects
of the holidays and escalations have been reflected in capitalized costs or rent expense on
a straight-line basis over the expected lease term, which includes cancelable option periods
when it is deemed to be reasonably assured that the Company will exercise its options for
such periods due to the fact that the Company would incur an economic penalty for not doing
so. The lease term commences on the date when the Company becomes legally obligated for the
rent payments. Rent expense incurred during the construction period has been capitalized as
a component of property and equipment. However, any rent expense incurred during the
construction period beginning in 2006 will be included in pre-opening expense. The
leasehold improvements and property held under capital leases for each leased restaurant
facility are amortized on the straight-line method over the shorter of the estimated life of
the asset or the expected lease term used for lease accounting purposes. Percentage rent
expense is generally based upon sales levels and is accrued when it is deemed probable that
percentage rent will exceed the minimum rent per the lease agreement. Allowances for tenant
improvements received from lessors are recorded as adjustments to rent expense over the term
of the lease.
Judgments made by the Company related to the probable term for each restaurant facility
lease affect the payments that are taken into consideration when calculating straight-line
rent and the term over which leasehold improvements for each restaurant facility are
amortized. These judgments may produce materially different amounts of depreciation,
amortization and rent expense than would be reported if different assumed lease terms were
used.
Impairment of Long-Lived Assets: When events and circumstances indicate that long-lived
assets most typically assets associated with a specific restaurant might be impaired,
management compares the carrying value of such assets to the undiscounted cash flows it
expects that restaurant to generate over its remaining useful life. In calculating its
estimate of such undiscounted cash flows, management is required to make assumptions, which
are subject to a high degree of judgment, relative to the restaurants future period of
operation, sales performance, cost of sales, labor and operating expenses. The resulting
forecast of undiscounted cash flows represents managements estimate based on both
historical results and managements expectation of future operations for that particular
restaurant. To date, all of the Companys long-lived assets have been determined to be
recoverable based on managements estimates of future cash flows.
Income Taxes: The Company had $7,252,000 of gross deferred tax assets at January 1, 2006,
consisting principally of $4,757,000 of tax credit carryforwards. Generally accepted
accounting principles require that the Company record a valuation allowance against its
deferred tax assets unless it is more likely than not that such assets will ultimately be
realized.
Due to losses incurred by the Company from 1997 through 1999 and because a significant
portion of the Companys costs are fixed or semi-fixed in nature, management was unable to
conclude from 1997 through 2001 that it was more likely than not that its existing deferred
tax assets would be realized; therefore, the Company maintained a valuation allowance for
100% of its deferred tax assets, net of deferred tax liabilities, for those years.
21
In fiscal years 2002 through 2005, management continued to assess the likelihood of
realization of the Companys deferred tax assets and the need for a valuation allowance with
respect to those assets. Based on the Companys improved historical results and
managements forecasts of the Companys future taxable income adjusted by varying
probability factors, the beginning of the year valuation allowances were reduced by
$1,200,000, $1,475,000, $1,531,000 and $122,000 in the fourth quarters of 2002, 2003, 2004
and 2005, respectively.
In performing its analyses in 2004 and 2005, management concluded that a valuation allowance
was needed only for federal alternative minimum tax (AMT) credit carryforwards of $1,657,000
and for tax assets related to certain state net operating loss carryforwards, the use of
which involves considerable uncertainty. The valuation allowance provided for these items
at January 1, 2006 was $1,733,000. Even though the AMT credit carryforwards do not expire,
their use is not presently considered more likely than not because significant increases in
earnings levels are expected to be necessary to utilize them since they must be used only
after certain other carryforwards currently available, as well as additional tax credits
which are expected to be generated in future years, are realized.
Failure to achieve projected taxable income could affect the ultimate realization of the
Companys net deferred tax assets. Because of the uncertainties discussed above, there can
be no assurance that managements estimates of future taxable income will be achieved and
that there could not be a subsequent increase in the valuation allowance. It is also
possible that the Company could generate taxable income levels in the future which would
cause management to conclude that it is more likely than not that the Company will realize
all, or an additional portion of, its deferred tax assets.
The Company will continue to evaluate the likelihood of realization of its deferred tax
assets and upon reaching any different conclusion as to the appropriate carrying value of
these assets, management will adjust them to their estimated net realizable value. Any such
revisions to the estimated realizable value of the deferred tax assets could cause the
Companys provision for income taxes to vary significantly from period to period, although
its cash tax payments would remain unaffected until the benefits of the various
carryforwards were fully utilized. However, because the remaining valuation allowance is
related to the specific deferred tax assets noted above, management does not anticipate
further adjustments to the valuation allowance until the Companys projections of future
taxable income increase significantly.
In addition, certain other components of the Companys provision for income taxes must be
estimated. These include, but are not limited to, effective state tax rates, allowable tax
credits for items such as FICA taxes paid on reported tip income, and estimates related to
depreciation expense allowable for tax purposes. These estimates are made based on the best
available information at the time the tax provision is prepared. Income tax returns are
generally not filed, however, until several months after year-end. All tax returns are
subject to audit by federal and state governments, usually years after the returns are
filed, and could be subject to differing interpretations of the tax laws.
22
The above listing is not intended to be a comprehensive listing of all of the Companys
accounting policies and estimates. In many cases, the accounting treatment of a particular
transaction is specifically dictated by U.S. generally accepted accounting principles, with no need
for managements judgment in their application. There are also areas in which managements judgment
in selecting any available alternative would not produce a materially different result. For further
information, refer to the Condensed Consolidated Financial Statements and notes thereto included
elsewhere in this filing and the Companys audited Consolidated Financial Statements and notes
thereto included in the Companys Annual Report on Form 10-K for the year ended January 1, 2006
which contain accounting policies and other disclosures required by U.S. generally accepted
accounting principles.
FORWARD-LOOKING STATEMENTS
In connection with the safe harbor established under the Private Securities Litigation Reform
Act of 1995, the Company cautions investors that certain information contained in this Form 10-Q,
particularly information regarding future economic performance and finances, development plans, and
objectives of management is forward-looking information that involves risks, uncertainties and
other factors that could cause actual results to differ materially from those expressed or implied
by forward-looking statements. The Company disclaims any intent or obligation to update these
forward-looking statements. The Companys ability to pay a dividend will depend on its financial
condition and results of operations at any time a dividend is considered or paid. Other risks,
uncertainties and factors which could affect actual results include the Companys ability to
increase sales and operating margins in its restaurants; changes in business or economic
conditions, including rising food costs and product shortages; the effect of higher gasoline prices
on consumer demand; the effect of hurricanes and other weather disturbances which are beyond the
control of the Company; the number and timing of new restaurant openings and its ability to operate
them profitably; competition within the casual dining industry, which is very intense; competition
by the Companys new restaurants with its existing restaurants in the same vicinity; changes in
consumer spending, consumer tastes, and consumer attitudes toward nutrition and health; expenses
incurred if the Company is the subject of claims or litigation or increased governmental
regulation; changes in accounting standards, which may affect the Companys reported results of
operations; and expenses the Company may incur in order to comply with changing corporate
governance and public disclosure requirements of the Securities and Exchange Commission and the
American Stock Exchange. See Risk Factors included in the Companys Annual Report on Form 10-K
for the year ended January 1, 2006 for a description of a number of risks and uncertainties which
could affect actual results.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in the disclosures set forth in Item 7a of the Companys
Annual Report on Form 10-K for the year ended January 1, 2006.
Item 4. Controls and Procedures
|
(a) |
|
Evaluation of disclosure controls and procedures. The Companys principal
executive officer and principal financial officer have conducted an evaluation of the
effectiveness of the Companys disclosure controls and procedures (as defined in
Exchange Act Rule 13a-15(e) and 15d-15(e)) as of the end of the period covered by this
quarterly report. Based on that evaluation, the Companys principal executive |
23
|
|
|
officer and principal financial officer concluded that, as of the end of the period
covered by this quarterly report, the Companys disclosure controls and procedures
effectively and timely provide them with material information relating to the Company
and its consolidated subsidiaries required to be disclosed in the reports the Company
files or submits under the Securities Exchange Act of 1934, as amended. |
|
|
(b) |
|
Changes in internal controls. There were no significant changes in the
Companys internal control over financial reporting that occurred during the period
covered by this report that have materially affected, or are likely to materially
affect, the Companys internal control over financial reporting. |
24
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) |
|
The Annual Meeting of the Company was held on May 16, 2006. |
|
(b) |
|
Pursuant to Instruction 3 to Item 4, no response is required to this
item. |
|
(c) |
|
At the Annual Meeting conducted May 16, 2006, the shareholders voted on
the election of directors. A summary of the votes is as follows: |
|
|
|
|
|
|
|
|
|
Directors: |
|
For |
|
Withhold Authority |
Duncan |
|
|
5,913,088 |
|
|
|
55,090 |
|
Fritts |
|
|
5,932,928 |
|
|
|
35,250 |
|
Rector |
|
|
5,932,211 |
|
|
|
35,967 |
|
Reed |
|
|
5,213,386 |
|
|
|
754,792 |
|
Steakley |
|
|
5,929,591 |
|
|
|
38,587 |
|
Stout |
|
|
5,198,374 |
|
|
|
769,804 |
|
Item 6. Exhibits
|
|
|
Exhibit 31.1
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. |
|
|
|
Exhibit 31.2
|
|
Certification of the Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. |
|
|
|
Exhibit 32.1
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. |
25
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.
|
|
|
|
|
|
J. ALEXANDERS CORPORATION
|
|
Date: August 16, 2006 |
/s/ Lonnie J. Stout II
|
|
|
Lonnie J. Stout II |
|
|
Chairman, President and Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
|
Date: August 16, 2006 |
/s/ R. Gregory Lewis
|
|
|
R. Gregory Lewis |
|
|
Vice President and Chief Financial Officer
(Principal Financial Officer) |
|
26
J. ALEXANDERS CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit No.
|
|
|
Exhibit 31.1
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
|
|
Exhibit 31.2
|
|
Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
|
|
Exhibit 32.1
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. |
27