J. Alexander's Corporation
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 1, 2007
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 |
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(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)
N/A
(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 filer o 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 o No þ
Common Stock Outstanding 6,638,015 shares at August 14, 2007.
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 1 |
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December 31 |
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2007 |
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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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$ |
14,732 |
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$ |
14,688 |
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Accounts and notes receivable |
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1,876 |
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2,252 |
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Inventories |
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1,124 |
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1,319 |
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Deferred income taxes |
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1,079 |
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1,079 |
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Prepaid expenses and other current assets |
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1,695 |
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1,192 |
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TOTAL CURRENT ASSETS |
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20,506 |
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20,530 |
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OTHER ASSETS |
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1,298 |
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1,249 |
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PROPERTY AND EQUIPMENT, at cost, less accumulated
depreciation and amortization of $43,490 and $41,911 at
July 1, 2007 and December 31, 2006, respectively |
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72,864 |
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71,815 |
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DEFERRED INCOME TAXES |
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5,055 |
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5,055 |
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DEFERRED CHARGES, less accumulated amortization |
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719 |
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701 |
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$ |
100,442 |
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$ |
99,350 |
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2
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July 1 |
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December 31 |
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2007 |
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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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$ |
5,095 |
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$ |
4,962 |
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Accrued expenses and other current liabilities |
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3,800 |
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5,464 |
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Unearned revenue |
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1,595 |
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2,348 |
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Current portion of long-term debt and obligations under
capital leases |
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919 |
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889 |
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TOTAL CURRENT LIABILITIES |
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11,409 |
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13,663 |
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LONG-TERM DEBT AND OBLIGATIONS UNDER CAPITAL
LEASES, net of portion classified as current |
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21,836 |
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22,304 |
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OTHER LONG-TERM LIABILITIES |
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5,811 |
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5,553 |
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STOCKHOLDERS EQUITY |
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Common Stock, par value $.05 per share: Authorized 10,000,000
shares; issued and outstanding 6,638,015 and 6,569,305 shares at
July 1, 2007 and December 31, 2006, respectively |
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332 |
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329 |
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Preferred Stock, no par value: Authorized 1,000,000 shares; none
issued |
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Additional paid-in capital |
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35,480 |
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34,905 |
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Retained earnings |
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25,574 |
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22,596 |
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TOTAL STOCKHOLDERS EQUITY |
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61,386 |
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57,830 |
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$ |
100,442 |
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$ |
99,350 |
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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 1 |
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July 2 |
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July 1 |
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July 2 |
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2007 |
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2006 |
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2007 |
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2006 |
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Net sales |
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$ |
34,742 |
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$ |
33,341 |
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$ |
71,267 |
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$ |
68,579 |
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Costs and expenses: |
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Cost of sales |
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11,279 |
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10,816 |
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22,993 |
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22,303 |
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Restaurant labor and related costs |
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11,138 |
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10,810 |
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22,362 |
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21,809 |
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Depreciation and amortization of
restaurant property and equipment |
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1,298 |
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1,307 |
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2,577 |
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2,605 |
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Other operating expenses |
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6,911 |
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6,605 |
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13,835 |
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13,464 |
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Total restaurant operating expenses |
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30,626 |
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29,538 |
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61,767 |
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60,181 |
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General and administrative expenses |
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2,502 |
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2,488 |
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4,810 |
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4,879 |
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Pre-opening expense |
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56 |
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56 |
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Operating income |
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1,558 |
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1,315 |
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4,634 |
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3,519 |
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Other income (expense): |
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Interest expense, net |
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(281 |
) |
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(400 |
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(592 |
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(825 |
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Other, net |
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21 |
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22 |
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38 |
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51 |
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Total other expense |
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(260 |
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(378 |
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(554 |
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(774 |
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Income before income taxes |
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1,298 |
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937 |
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4,080 |
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2,745 |
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Income tax provision |
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(345 |
) |
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(226 |
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(1,102 |
) |
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(597 |
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Net income |
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$ |
953 |
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$ |
711 |
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$ |
2,978 |
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$ |
2,148 |
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Basic earnings per share |
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$ |
.14 |
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$ |
.11 |
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$ |
.45 |
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$ |
.33 |
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Diluted earnings per share |
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$ |
.14 |
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$ |
.10 |
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$ |
.43 |
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$ |
.31 |
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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 1 |
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July 2 |
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2007 |
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2006 |
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Net cash provided by operating activities: |
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Net income |
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$ |
2,978 |
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$ |
2,148 |
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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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2,618 |
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2,649 |
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Changes in working capital accounts |
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(1,771 |
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(985 |
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Other operating activities |
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460 |
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475 |
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4,285 |
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4,287 |
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Net cash used in investing activities: |
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Purchase of property and equipment |
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(3,298 |
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(1,831 |
) |
Other investing activities |
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(46 |
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(60 |
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(3,344 |
) |
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(1,891 |
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Net cash used in financing activities: |
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Payments on debt and obligations under capital leases |
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(438 |
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(406 |
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Decrease in bank overdraft |
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(317 |
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(987 |
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Payment of cash dividend |
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(657 |
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(653 |
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Exercise of stock options |
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373 |
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50 |
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Payment of required withholding taxes on behalf of an employee
in connection with the net share settlement of an employee
stock option exercised |
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(101 |
) |
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Excess tax
benefit related to share-based compensation |
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243 |
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(897 |
) |
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(1,996 |
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Increase in cash and cash equivalents |
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44 |
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400 |
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Cash and cash equivalents at beginning of period |
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14,688 |
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8,200 |
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Cash and cash equivalents at end of period |
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$ |
14,732 |
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$ |
8,600 |
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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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$ |
123 |
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$ |
550 |
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Property and equipment obligations accrued at end of period |
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$ |
652 |
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$ |
340 |
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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 2007 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 1, 2007 are not necessarily indicative of the results that may be expected for
the fiscal year ending December 30, 2007. 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 December 31, 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 1 |
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July 2 |
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July 1 |
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July 2 |
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2007 |
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2006 |
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2007 |
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2006 |
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Numerator: |
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Net income (numerator for basic and diluted
earnings per share) |
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$ |
953,000 |
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$ |
711,000 |
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$ |
2,978,000 |
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$ |
2,148,000 |
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Denominator: |
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Weighted average shares (denominator for basic
earnings per share) |
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6,611,000 |
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6,542,000 |
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6,591,000 |
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6,537,000 |
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Effect of dilutive securities |
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398,000 |
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293,000 |
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363,000 |
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291,000 |
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Adjusted weighted average shares (denominator
for diluted earnings per share) |
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7,009,000 |
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6,835,000 |
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6,954,000 |
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6,828,000 |
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Basic earnings per share |
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$ |
.14 |
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$ |
.11 |
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$ |
.45 |
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$ |
.33 |
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Diluted earnings per share |
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$ |
.14 |
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$ |
.10 |
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$ |
.43 |
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$ |
.31 |
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The calculations of diluted earnings per share exclude stock options for the purchase of
300,000 shares and 113,000 shares of the Companys common stock for the quarters ended July 1, 2007
and July 2, 2006, respectively, because the effect of their inclusion would be
anti-dilutive. Anti-dilutive options to purchase 150,000 and 257,000 shares of common stock
were
6
excluded from the diluted earnings per share calculation for the six months ended July 1, 2007 and
July 2, 2006, respectively.
NOTE C INCOME TAXES
In 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48,
Accounting for Uncertainties in Income Taxes an interpretation of FASB Statement No. 109 (FIN
48), which clarified the accounting and disclosure for uncertainty in income tax positions, as
defined. FIN 48 seeks to reduce the diversity in practice associated with certain aspects of
the recognition and measurement related to accounting for income taxes. The Company was
subject to the provisions of FIN 48 as of January 1, 2007, and has analyzed filing positions in all
of the federal and state jurisdictions where it is required to file income tax returns, as well as
all open tax years in these jurisdictions.
Periods subject to examination for the Companys federal return are the 2003 through 2006 tax
years. The federal return for 2003, while remaining open for examination, has been previously
reviewed by the Internal Revenue Service. The periods subject to examination for the
Companys state returns are the tax years 2002 through 2006.
The Company believes that its income tax filing positions and deductions will be sustained on
audit and does not anticipate any adjustments that will result in a material change to its
financial position. Therefore, no reserves for uncertain income tax positions have been
recorded pursuant to FIN 48. In addition, the Company did not record a cumulative effect
adjustment related to the adoption of FIN 48.
The Companys accounting policy with respect to interest and penalties arising from income tax
settlements is to recognize them as part of the provision for income taxes. There were no
interest or penalty amounts accrued as of January 1, 2007.
Income tax expense for the first six months of 2007 has been provided for based on an
estimated effective tax rate of approximately 27% expected to be applicable for the 2007 fiscal
year. Income tax expense for the first six months of 2006 was provided for based on an
estimated effective tax rate of approximately 24% and a favorable adjustment of $67,000 recorded
during the first quarter of 2006 which represented a discrete item related to correction of a prior
years federal income tax return. The effective income tax rates differ 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
Stock-based compensation expense totaled $51,000 and $30,000 for the quarters ended July 1,
2007 and July 2, 2006, respectively, and $63,000 and $56,000 for the six-month periods ended July
1, 2007 and July 2, 2006, respectively. At July 1, 2007, the Company had $1,210,000 of unrecognized
compensation cost related to share-based payments which is expected to be recognized over the
remaining weighted average vesting period of approximately 3.9 years.
7
Stock option activity during the first six months of 2007 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
Weighted |
|
Average Remaining |
|
Aggregate |
|
|
|
|
|
|
Average |
|
Contractual Term |
|
Intrinsic |
|
|
Shares |
|
Exercise Price |
|
(In Years) |
|
Value |
Outstanding at January 1, 2007 |
|
|
900,960 |
|
|
$ |
5.76 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
300,000 |
|
|
$ |
14.20 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(76,300 |
) |
|
$ |
4.90 |
|
|
|
|
|
|
|
|
|
Expired or cancelled |
|
|
(30,000 |
) |
|
$ |
8.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at July 1, 2007 |
|
|
1,094,660 |
|
|
$ |
8.05 |
|
|
|
5.7 |
|
|
$ |
7,147,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at July 1, 2007 |
|
|
707,660 |
|
|
$ |
5.42 |
|
|
|
4.9 |
|
|
$ |
6,426,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total intrinsic value of options exercised was $590,000 and $637,000 for the quarter
and six-month periods ended July 1, 2007 compared to $38,000 and $72,000, respectively, for the
quarter and six-month periods ended July 2, 2006. At July 1, 2007, a total of 143,169 shares were
available for future grant.
During the quarter ended July 1, 2007, 300,000 options were granted to employees of the
Company. The weighted-average estimated fair value of options granted, and the related
assumptions used in the Black-Scholes option pricing model to determine those values, were as
follows:
|
|
|
|
|
Dividend yield |
|
|
0.8 |
% |
Volatility factor |
|
|
.3124 |
|
Risk-free interest rate |
|
|
4.55 |
% |
Expected life of options (in years) |
|
|
4.75 |
|
Weighted-average grant date fair value |
|
$ |
3.85 |
|
There were no options issued during the second quarter of 2006.
NOTE E COMMITMENTS AND CONTINGENCIES
As a result of the disposition of its Wendys restaurant operations in 1996, the Company
remains secondarily liable for certain real property leases with remaining terms of one to nine
years. The total estimated amount of lease payments remaining on these 20 leases at July 1,
2007 was approximately $2.6 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 26 leases at July 1,
2007, was approximately $1.2 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 1, 2007, was approximately $0.9 million.
8
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 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value
Measurements (SFAS 157). SFAS 157 provides guidance for using fair value to measure assets
and liabilities. The standard expands required disclosures about the extent to which
companies measure assets and liabilities at fair value, the information used to measure fair value,
and the effect of fair value measurements on earnings. SFAS 157 is effective for fiscal years
beginning after November 15, 2007. The Company is currently evaluating the impact of adopting
SFAS 157 on its 2008 Consolidated Financial Statements.
In February of 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159), which gives
entities the option to measure eligible financial assets and financial liabilities at fair value on
an instrument by instrument basis which are otherwise not permitted to be accounted for at fair
value under other accounting standards. The election to use the fair value option is available when
an entity first recognizes a financial asset or financial liability. Subsequent changes in fair
value must be recorded in earnings. This statement is effective as of the beginning of a companys
first fiscal year after November 15, 2007. The Company is currently evaluating the impact of
adopting SFAS 159 on its 2008 Consolidated Financial Statements.
In 2006, the FASB issued FIN 48, which clarifies the accounting for uncertainty in tax
positions. FIN 48 requires that the Company recognize the impact of a tax position in the
Companys financial statements 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 became
effective as of the beginning of the Companys 2007 fiscal year and had no impact on the Companys
Condensed Consolidated Financial Statements upon adoption. See Note C Income Taxes for further
discussion of the Companys adoption of FIN 48.
9
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 1, 2007, 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, including sales recorded upon redemption of gift cards sold by the
Company.
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-variable restaurant operating expenses. Because a
significant portion of restaurant operating expenses are fixed or semi-variable in nature,
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 negatively 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.
10
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 same
group of restaurants for comparable reporting 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, average check and product mix trends for
each restaurant in order to improve menu pricing and product offering strategies. Management
believes it is important to maintain or increase guest counts and average guest checks over time in
order to continue to improve the Companys profitability.
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. Since the Company uses primarily fresh
ingredients for food preparation, the cost of 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. While no pre-opening expense was incurred in 2006 because no new
restaurants were under development during that time, the Company estimates that it will incur
pre-opening expense of between $1,000,000 and $1,200,000 in 2007 primarily in connection with two
new restaurants expected to be opened during the year. This estimate includes rent expense to
be incurred during the construction period for these restaurants after the Company takes possession
of the leased premises.
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-variable 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 that 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. The Company expects to open two new restaurants in 2007 and three new
restaurants in 2008.
11
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 1 |
|
|
July 2 |
|
|
July 1 |
|
|
July 2 |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
32.5 |
|
|
|
32.4 |
|
|
|
32.3 |
|
|
|
32.5 |
|
Restaurant labor and related costs |
|
|
32.1 |
|
|
|
32.4 |
|
|
|
31.4 |
|
|
|
31.8 |
|
Depreciation and amortization of restaurant
property and equipment |
|
|
3.7 |
|
|
|
3.9 |
|
|
|
3.6 |
|
|
|
3.8 |
|
Other operating expenses |
|
|
19.9 |
|
|
|
19.8 |
|
|
|
19.4 |
|
|
|
19.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total restaurant operating expenses |
|
|
88.2 |
|
|
|
88.6 |
|
|
|
86.7 |
|
|
|
87.8 |
|
General and administrative expenses |
|
|
7.2 |
|
|
|
7.5 |
|
|
|
6.7 |
|
|
|
7.1 |
|
Pre-opening expense |
|
|
0.2 |
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
4.5 |
|
|
|
3.9 |
|
|
|
6.5 |
|
|
|
5.1 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(0.8 |
) |
|
|
(1.2 |
) |
|
|
(0.8 |
) |
|
|
(1.2 |
) |
Other, net |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense |
|
|
(0.7 |
) |
|
|
(1.1 |
) |
|
|
(0.8 |
) |
|
|
(1.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
3.7 |
|
|
|
2.8 |
|
|
|
5.7 |
|
|
|
4.0 |
|
Income tax provision |
|
|
(1.0 |
) |
|
|
(0.7 |
) |
|
|
(1.5 |
) |
|
|
(0.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
2.7 |
% |
|
|
2.1 |
% |
|
|
4.2 |
% |
|
|
3.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Certain percentage totals do not sum due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restaurants open at end of period |
|
|
28 |
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
Weighted average weekly sales per restaurant (1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All restaurants |
|
$ |
95,400 |
|
|
$ |
91,500 |
|
|
$ |
97,800 |
|
|
$ |
94,100 |
|
Percent increase |
|
|
+4.3 |
% |
|
|
|
|
|
|
+3.9 |
% |
|
|
|
|
Same store restaurants (2) |
|
$ |
95,200 |
|
|
$ |
91,300 |
|
|
$ |
97,500 |
|
|
$ |
93,700 |
|
Percent increase |
|
|
+4.3 |
% |
|
|
|
|
|
|
+4.1 |
% |
|
|
|
|
|
|
|
(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 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 reductions in liabilities for gift cards which
are considered to be only remotely likely to be redeemed 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 twenty-eight restaurants open for more than eighteen months. |
12
Net Sales
Net sales increased by $1,401,000, or 4.2%, and $2,688,000, or 3.9%, for the second quarter
and first six months of 2007, respectively, compared to the same periods of 2006. These
increases were due to increases in the average check per guest which were partially offset by
decreases in guest counts.
Management estimates the average check per guest, including alcoholic beverage sales,
increased by 7.2% to $24.14 in the second quarter of 2007 from $22.52 in the second quarter of 2006
and by 7.9% to $24.25 for the first half of 2007 compared to $22.48 for the first half of
2006. Management believes these increases were the result of a combination of factors
including higher menu prices, increased wine sales, which management believes are due to additional
emphasis placed on the Companys wine feature program, and emphasis on the Companys special menu
features which generally are priced higher than many of the Companys other menu offerings.
Management estimates that menu prices increased by approximately 3.7% and 3.9% in the second
quarter and first six months of 2007, respectively, over the corresponding periods of
2006. These estimates reflect the effect of menu price increases without considering any
change in product mix because of price increases and may not reflect amounts effectively paid by
the customer.
Management estimates that weekly average guest counts decreased on a same store basis by
approximately 2.7% and 3.8% in the second quarter and first six months of 2007, respectively,
compared to the same periods of 2006. Management believes these decreases were due to higher
menu prices, generally weak economic conditions affecting certain restaurants in Ohio, increases in
prices of other products and services purchased by consumers resulting in less discretionary income
for spending in restaurants, and, in a small number of locations, to competitive factors and
operational issues.
The Company has experienced a slowing of same store sales growth in the third quarter of 2007
to date. Because same store sales increases are generally expected to increase restaurant
operating margins, or offset the effect of cost increases, if this trend continues, management
believes that restaurant operating margins for the last half of 2007 may decline compared to the
same period of 2006 because of higher input costs being incurred by
the Company, which management is
hesitant at the present time to pass on to guests through additional menu price increases because
of inflationary pressures faced by consumers and declining guest counts being experienced by the
Company.
Restaurant Costs and Expenses
Total restaurant operating expenses decreased to 88.2% of net sales in the second quarter of
2007 from 88.6% in the same quarter of 2006, due to decreases in restaurant labor and related costs
and depreciation and amortization of restaurant property and equipment as a percentage of net sales
which were partially offset by small increases in cost of sales and other operating
expenses. Restaurant operating margins increased to 11.8% in the second quarter of 2007 from
11.4% in the second quarter of the previous year. Total restaurant operating expenses
decreased to 86.7% of net sales in the first half of 2007 from 87.8% in the corresponding period of
2006, with all restaurant operating expense categories contributing to the
decrease. Restaurant operating margins increased to 13.3% in the first half of 2007 from
12.2% in the first half of the previous year.
13
Cost of sales, which includes the cost of food and beverages, increased to 32.5% of net sales
in the second quarter of 2007 from 32.4% in the second quarter of 2006 due primarily to the effect
of increases in the cost of beef, poultry, dairy products, salmon and other food commodities which
more than offset the favorable effects of menu price increases and lower alcoholic beverage
costs. Cost of sales decreased to 32.3% of net sales in the first half of 2007 from 32.5% in
the corresponding period of 2006. This decrease was due to favorable comparative performance
in the first quarter of 2007 when the effect of higher menu prices and lower alcoholic beverage
costs more than offset higher prices paid for poultry, salmon and certain other food
commodities.
Beef purchases represent the largest component of the Companys cost of sales and typically
comprise approximately 28% to 30% of this expense category. The Company has entered into a
beef purchase agreement for all of its beef needs through February 2008 under a pricing agreement
which replaced the 12-month agreement which expired in March of 2007. Under the new
agreement, the Companys beef costs for existing restaurants are expected to increase by
approximately 8.7%, or $1,100,000, in 2007 compared to 2006, with most of the increase occurring in
the last three quarters of the year. In response to the higher beef input costs, the Company
increased menu prices by approximately 1% in March of 2007.
Restaurant labor and related costs decreased to 32.1% of net sales in the second quarter of
2007 from 32.4% in the same period of 2006 and to 31.4% for the first half of 2007 from 31.8% for
the first half of 2006. These decreases were due to more efficient labor management and the
effects of higher menu prices which more than offset the effect of higher wage rates, including
those resulting from increases in the required cash wages paid to tipped employees in three states
beginning January 1, 2007. The Company estimates that the impact of the increases in the
minimum cash rate paid to tipped employees in these states and one additional state with an
increased rate effective July 1, 2007 will be approximately $600,000 for 2007, before considering
the effect of any labor efficiencies which may be achieved in individual restaurants. The
increase in the federal minimum wage rate in 2007 is not expected to have a significant impact on
the Company because the required federal minimum cash wage paid to tipped employees was not
increased.
Amounts recorded for depreciation and amortization of restaurant property and equipment did
not change significantly in the second quarter or first half of 2007 compared to the same periods
of 2006, but decreased as percentages of net sales in the 2007 periods due to the increase in the
net sales base.
Other operating expenses, which include restaurant level expenses such as china and supplies,
laundry and linen costs, repairs and maintenance, utilities, credit card fees, rent, property taxes
and insurance, increased to 19.9% of net sales in the second quarter of 2007 compared to 19.8% in
the same period of 2006 while decreasing to 19.4% of net sales for the first half of 2007 from
19.6% for the first half of 2006. The increase for the second quarter was primarily due to
higher credit card fees, utility costs and service costs which were partially offset by the
favorable effects of higher sales and lower write-off costs associated with replacements and
upgrades of the Companys restaurant assets. For the first half of 2007, the effect of sales
increases and managements emphasis on operating expense control offset the effects of higher
credit card fees, service costs and utility costs.
14
General and Administrative Expenses
General and administrative expenses, which include all supervisory costs and expenses,
management training and relocation costs, and other costs incurred above the restaurant level,
increased nominally for the second quarter of 2007 compared to the second quarter of 2006 and
decreased by $69,000 for the first half of 2007 compared to the first half of 2006. During
both of the 2007 periods, increases in certain expenses including accounting and auditing fees,
corporate staff salary expense and incentive compensation accruals were largely offset by lower
management training and relocation expenses and the absence in 2007 of marketing research costs
which were incurred in 2006. General and administrative expenses decreased as a percentage of
net sales in the 2007 periods compared to the 2006 periods primarily due to the higher sales base
in 2007. General and administrative expenses are expected to increase in the last half of
2007 compared to the first half of the year due to several factors including expected increases in
management training costs, stock-based compensation expenses associated with stock options granted
in May of 2007, the cost of complying with requirements of the Sarbanes-Oxley Act, and travel and
relocation expenses related to the planned opening of two new restaurants in the fourth quarter of
the year.
Other Income (Expense)
Net interest expense decreased in the second quarter and first half of 2007 compared to the
same periods of 2006 primarily due to higher investment income, which is netted against interest
expense for income statement presentation, resulting primarily from higher balances of invested
funds and to lower interest expense due primarily to reductions in outstanding debt and
capitalization of interest in connection with new restaurant development.
Income Taxes
The Companys income tax provision for the first half of 2007 is based on an estimated
effective tax rate of 27.0% for the fiscal year. The income tax provision for the first half
of 2006 was 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. These rates 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.
LIQUIDITY AND CAPITAL RESOURCES
The Companys capital needs are primarily for the development and construction of new J.
Alexanders restaurants, for maintenance of and improvements to its existing restaurants, and for
meeting debt service requirements and operating lease obligations. Additionally, the Company
paid cash dividends to all shareholders aggregating $657,000 in January of 2007 and $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 a bank line of credit, and through proceeds
received from a mortgage loan in 2002.
15
The Companys net cash provided by operating activities totaled $4,285,000 and $4,287,000 for
the first half of 2007 and 2006, 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 1, 2007 were approximately $14.7 million.
The Company currently plans to open two new restaurants in the fourth quarter of 2007 in
Atlanta, Georgia and Palm Beach Gardens, Florida. Estimated cash expenditures for capital assets
for the year are approximately $13.6 million, including an estimated $1.9 million in costs related
to new restaurants scheduled to open during 2008 in Scottsdale, Arizona; Orlando, Florida; and
Jacksonville, Florida. The Company has entered into lease agreements with respect to sites in
Scottsdale and Orlando and expects to finalize the lease relative to a site in Jacksonville during
the third quarter of 2007.
Management believes cash and cash equivalents on hand at July 1, 2007 combined with cash flow
from operations will be adequate to meet the Companys capital needs for 2007. Managements
longer-term growth plans are to open three restaurants in 2008 and to maintain an annual unit
growth rate of approximately 10% after that time. While management does not believe its
longer-term 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 the 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 for $25 million, had an
outstanding balance of $22.2 million at July 1, 2007. 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 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 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 $24.1 million at July
1, 2007. 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.
16
The Company maintains a secured bank line of credit agreement which provides up to $10 million
of credit availability for financing capital expenditures related to the development of new
restaurants and for general operating purposes. The line of credit is secured by mortgages on
the real estate of two of the Companys restaurant locations with an aggregate book value of $7.3
million at July 1, 2007, and the Company has also agreed not to encumber, sell or transfer four
other fee-owned properties. Provisions of the loan 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 3.5 to 1. The loan agreement also provides that
defaults which permit acceleration of debt under other loan agreements constitute a default under
the bank agreement and restricts the Companys ability to incur additional debt outside of the
agreement. Any amounts outstanding under the line of credit bear interest at the LIBOR rate
as defined in the loan agreement plus a spread of 1.75% to 2.25%, depending on the Companys
leverage ratio within a permitted range. The maturity date of this credit facility is July 1,
2009 unless it is converted to a term loan under the provisions of the agreement prior to May 1,
2009. There were no borrowings outstanding under the line as of July 1, 2007.
The Company was in compliance with the financial covenants of its debt agreements as of July
1, 2007. 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.
OFF BALANCE SHEET ARRANGEMENTS
As of August 14, 2007, the Company had no financing transactions, arrangements or other
business 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.
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
December 31, 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 the first half of 2007 considered
significant to the Company was the execution of a beef pricing agreement in the ordinary course of
business effective March 6, 2007. The agreement as originally executed was for all of the
Companys beef needs for 12 months with the exception of one product which was covered only through
mid-June of 2007. The agreement was amended during May, 2007 to include this product for the entire
12-month period. Under the terms of the agreement, if the Companys supplier has contracted to
purchase specific products, the Company is obligated to purchase
17
those products. The Companys supplier has indicated it is under contract to purchase
approximately $9.5 million of beef related to the Companys annual pricing agreement for the period
July 1, 2007 through March 5, 2008. This amount compares to approximately $2.2 million of purchase
obligations for beef at December 31, 2006 (under the agreement which expired March 5, 2007).
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 1, 2007, is
as follows:
|
|
|
|
|
Wendys restaurants (31 leases) |
|
$ |
3,500,000 |
|
Mrs. Winners Chicken & Biscuits restaurants (26 leases) |
|
|
1,200,000 |
|
|
|
|
|
Total contingent liability related to assigned leases |
|
$ |
4,700,000 |
|
|
|
|
|
There have been no payments by the Company of such contingent liabilities in the history of
the Company.
RECENT ACCOUNTING PRONOUNCEMENTS
In
2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, Fair Value
Measurements (SFAS 157). SFAS 157 provides guidance for using fair value to measure assets
and liabilities. The standard expands required disclosures about the extent to which
companies measure assets and liabilities at fair value, the information used to measure fair value,
and the effect of fair value measurements on earnings. SFAS 157 is effective for fiscal years
beginning after November 15, 2007. The Company is currently evaluating the impact of adopting
SFAS 157 on its 2008 Consolidated Financial Statements.
In February of 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159), which gives
entities the option to measure eligible financial assets and financial liabilities at fair value on
an instrument by instrument basis which are otherwise not permitted to be accounted for at fair
value under other accounting standards. The election to use the fair value option is available when
an entity first recognizes a financial asset or financial liability. Subsequent changes in fair
value must be recorded in earnings. This statement is effective as of the beginning of a companys
first fiscal year after November 15, 2007. The Company is currently evaluating the impact of
adopting SFAS 159 on its 2008 Consolidated Financial Statements.
In
2006, the FASB issued FASB Interpretation No. 48 Accounting for
Uncertainties in Income Taxes an interpretation of FASB
Statement No. 109 (FIN 48), which clarifies the accounting for uncertainty in tax
positions. FIN 48 requires that the Company recognize the impact of a tax position in the
Companys financial statements 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 became
effective
18
as of the beginning of the Companys 2007 fiscal year and had no impact on the Companys
Condensed Consolidated Financial Statements upon adoption. See Note C, Income Taxes, included in
the Notes to the Condensed Consolidated Financial Statements elsewhere herein for further
discussion of the Companys adoption of FIN 48.
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 revenue, property and equipment, leases, impairment of long-lived assets, income taxes,
contingencies and litigation. Management bases 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 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 card values
redeemed. Reductions in liabilities for gift cards 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,
have been recorded as revenue by the Company and are included in net sales in the Companys
Condensed Consolidated Statements of Income. 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.
19
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.
Certain of the Companys leases include rent holidays and/or escalations in payments over
the base lease term, as well as the renewal periods. The effects of the rent 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 begins when the Company takes possession of or is given control of the leased
property. Beginning in 2007, rent expense incurred during the construction period for
a leased restaurant will be included in pre-opening expense. No construction period rent
expense was incurred in 2006. 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 typically accrued when it is deemed probable that it will be
payable. 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 gross deferred tax assets at December 31, 2006 of $7,902,000,
which amount included $4,688,000 of tax credit carryforwards. U.S. 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.
20
Management
assesses the likelihood of realization of the Companys deferred tax assets
and the need for a valuation allowance with respect to those assets based on its forecasts
of the Companys future taxable income adjusted by varying probability factors. Based
on its analysis, management concluded that for 2006 a valuation allowance was needed 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 December
31, 2006 was $1,723,000. 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 associated with
projecting future operating results, there can be no assurance that managements estimates
of future taxable income will be achieved and that there could not be an increase in the
valuation allowance in the future. 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
any further significant 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.
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
21
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 December 31, 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 maintain satisfactory guest counts and 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 minimum hourly wage requirements; the effect of higher
gasoline prices and other economic factors on consumer demand; availability of qualified employees;
increased cost of utilities, insurance and other restaurant operating expenses; potential
fluctuations in quarterly operating results due to seasonality and other factors; 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 December 31,
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 December 31, 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
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
|
22
|
|
|
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 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. |
23
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 15, 2007. |
(b) |
|
Pursuant to Instruction 3 to Item 4, no response is required to this
item. |
(c) |
|
At the Annual Meeting conducted May 15, 2007, the shareholders voted on
the election of directors and on approval of the Amended and Restated 2004 Equity
Incentive Plan. A summary of the votes is as follows: |
Directors:
|
|
|
|
|
|
|
|
|
|
|
For |
|
Withhold Authority |
Duncan |
|
|
5,606,341 |
|
|
|
41,107 |
|
Fritts |
|
|
5,625,680 |
|
|
|
21,768 |
|
Rector |
|
|
5,599,900 |
|
|
|
47,548 |
|
Reed |
|
|
4,777,325 |
|
|
|
870,123 |
|
Steakley |
|
|
5,619,300 |
|
|
|
28,148 |
|
Stout |
|
|
4,734,969 |
|
|
|
912,479 |
|
Amended and Restated 2004 Equity Incentive Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Vote |
3,739,629 |
|
|
249,454 |
|
|
|
48,394 |
|
|
|
1,609,972 |
|
(d) Not applicable.
Item 6. Exhibits
(a) Exhibits:
|
|
|
Exhibit 10.1
|
|
J. Alexanders Corporation Amended and Restated 2004 Equity Incentive
Plan (Appendix A of the Registrants Proxy Statement on Schedule 14-A for 2007
Annual Meeting of Shareholders, filed with the SEC on April 17, 2007, is
incorporated herein by reference). |
|
|
|
Exhibit 10.2
|
|
Form of 2007 Incentive Stock Option Agreement (Exhibit 10.02 of the
Registrants Form 8-K filed with the SEC on May 17, 2007, is incorporated
herein by reference). |
|
|
|
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. |
24
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 15, 2007 |
/s/ Lonnie J. Stout II
|
|
|
Lonnie J. Stout II |
|
|
Chairman, President and Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
|
Date: August 15, 2007 |
/s/ R. Gregory Lewis
|
|
|
R. Gregory Lewis |
|
|
Vice President and Chief Financial Officer
(Principal Financial Officer) |
|
|
25
J. ALEXANDERS CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit No.
|
|
|
Exhibit 10.1
|
|
J. Alexanders Corporation Amended and Restated 2004 Equity Incentive
Plan (Appendix A of the Registrants Proxy Statement on Schedule 14-A for 2007
Annual Meeting of Shareholders, filed with the SEC on April 17, 2007, is
incorporated herein by reference). |
|
|
|
Exhibit 10.2
|
|
Form of 2007 Incentive Stock Option Agreement (Exhibit 10.02 of the
Registrants Form 8-K filed with the SEC on May 17, 2007, is incorporated
herein by reference). |
|
|
|
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. |