J. Alexander's Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934. |
For the fiscal year ended December 30, 2007.
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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 Number) |
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P.O. Box 24300 |
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3401 West End Avenue |
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Nashville, Tennessee
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37203 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (615)269-1900
Securities registered pursuant to Section 12(b) of the Act:
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Title of Class:
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Name of each exchange on which registered: |
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Common stock, par value $.05 per share.
Series A junior preferred stock purchase rights.
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American Stock Exchange
American Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes o No þ
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller Reporting Company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act).
Yes o No þ
The aggregate market value of the voting stock held by non-affiliates of the registrant,
computed by reference to the last sales price on the American Stock Exchange of such stock as of
June 29, 2007, the last business day of the Companys most recently completed second fiscal
quarter, was $62,394,718, assuming that (i) all shares held by
officers of the Company are shares owned by affiliates, (ii) all shares beneficially held by
members of the Companys Board of Directors are shares owned by affiliates, a status which each
of the directors individually disclaims and (iii) all shares held by the Trustee of the J.
Alexanders Corporation Employee Stock Ownership Plan are shares owned by an affiliate.
The number of shares of the Companys Common Stock, $.05 par value, outstanding at March 28,
2008, was 6,673,468.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrants definitive Proxy Statement for its Annual Meeting of Shareholders
scheduled to be held on May 13, 2008 are incorporated by reference into Part III hereof.
TABLE OF CONTENTS
PART I
Item 1. Business
J. Alexanders Corporation (the Company or J. Alexanders) was organized in 1971 and, as
of December 30, 2007, operated as a proprietary concept 30 J. Alexanders full-service, casual
dining restaurants located in Alabama, Colorado, Florida, Georgia, Illinois, Kansas, Kentucky,
Louisiana, Michigan, Ohio, Tennessee and Texas. J. Alexanders is a traditional restaurant with an
American menu featuring prime rib of beef; hardwood-grilled steaks, seafood and chicken; pasta;
salads and soups; assorted sandwiches, appetizers and desserts; and a full-service bar.
Unless the context requires otherwise, all references to the Company include J. Alexanders
Corporation and its subsidiaries.
RESTAURANT OPERATIONS
General. J. Alexanders is a quality casual dining restaurant with a contemporary American
menu. J. Alexanders strategy is to provide a broad range of high-quality menu items that are
intended to appeal to a wide range of consumer tastes and which are served by a courteous, friendly
and well-trained service staff. The Company believes that quality food, outstanding service,
attractive ambiance and value are critical to the success of J. Alexanders.
Each restaurant is generally open from 11:00 a.m. to 11:00 p.m. Monday through Thursday, 11:00
a.m. to 12:00 midnight on Friday and Saturday, and 11:00 a.m. to 10:00 p.m. on Sunday. Entrees
available at lunch and dinner generally range in price from $8.00 to $30.00. The Company estimates
that the average check per customer for fiscal 2007, including alcoholic beverages, was $24.36. J.
Alexanders net sales during fiscal 2007 were $141.3 million, of which alcoholic beverage sales
accounted for 17.3%.
The Company opened its first J. Alexanders restaurant in Nashville, Tennessee in 1991. The
number of J. Alexanders restaurants opened by year is set forth in the following table:
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Year |
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Restaurants Opened |
1991 |
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1 |
1992 |
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1994 |
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2 |
1995 |
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4 |
1996 |
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5 |
1997 |
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4 |
1998 |
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2 |
1999 |
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2000 |
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2001 |
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2 |
2003 |
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3 |
2005 |
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2007 |
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2 |
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Menu. Emphasis on quality is present throughout the entire J. Alexanders menu, which is
designed to appeal
to a wide variety of tastes. The menu features prime rib of beef;
hardwood-grilled steaks, seafood and chicken; pasta; salads and soups; and assorted sandwiches,
appetizers and desserts. As a part of the Companys commitment to quality, soups, sauces, salsa,
salad dressings and desserts are made daily from scratch; fresh steaks, chicken and seafood are
grilled over genuine hardwood; and all steaks are U.S.D.A. midwestern, corn-fed choice beef or
higher, with a targeted aging of 24 to 41 days.
Guest Service. Management believes that prompt, courteous and efficient service is an
integral part of the J. Alexanders concept. The management staff of each restaurant are referred
to as coaches and the other employees as champions. The Company seeks to hire coaches who are
committed to the principle that quality products and service are key factors to success in the
restaurant industry. Each J. Alexanders restaurant typically employs four to five fully-trained
concept coaches and two kitchen coaches. Many of the coaches have previous experience in
full-service restaurants and all complete an intensive J. Alexanders development program,
generally lasting for 19 weeks, involving all aspects of restaurant operations.
Each J. Alexanders restaurant employs approximately 40 to 60 service personnel, 25 to 30
kitchen employees, eight to ten hosts or hostesses and six to eight pubkeeps. The Company places
significant emphasis on its initial training program. In addition, the coaches hold training
breakfasts for the service staff to further enhance their product knowledge. Management believes
J. Alexanders restaurants have a low table to server ratio compared to many other casual dining
restaurants, which is designed to provide better, more attentive service. The Company is committed
to employee empowerment, and each member of the service staff is authorized to provide
complimentary food in the event that a guest has an unsatisfactory dining experience or the food
quality is not up to the Companys standards. Further, all members of the service staff are
trained to know the Companys product specifications and to alert management of any potential
problems.
Quality Assurance. A key position in each J. Alexanders restaurant is the quality control
coordinator. This position is staffed by a coach who inspects each plate of food before it is
served to a guest. The Company believes that this product inspection by a member of management is
a significant factor in maintaining consistent, high food quality in its restaurants.
Another important component of the quality assurance system is the preparation of taste
plates. Certain menu items are taste-tested daily by a coach to ensure that only the highest
quality food meeting the Companys specifications is served in the restaurant. The Company also
uses a service evaluation program to monitor service staff performance, food quality and guest
satisfaction.
Restaurant Design and Site Selection. The J. Alexanders restaurants are generally
free-standing structures that typically contain approximately 7,000 to 8,000 square feet and seat
approximately 230 people. The restaurants interiors are designed to provide an upscale ambiance
and feature an open kitchen. The Company has used a variety of interior and exterior finishes and
materials in its building designs which are intended to provide a high level of curb appeal as well
as a comfortable dining experience.
The design of J. Alexanders restaurant exteriors has evolved through the years. The Companys
newest restaurant, which opened in November 2007 in Palm Beach Gardens, Florida features a patio
which fronts PGA Boulevard and includes an outdoor bar complemented by an exposed fire pit,
designed to enhance the guests overall dining experience. The Companys restaurants opened from
2001 through 2003 in Boca Raton, Florida, Atlanta, Georgia and Northbrook, Illinois maintain a
Wrightian architectural style featuring a high central-barreled roof and exposed structural steel
system over an open, symmetrical floor plan. Angled window wall projections from the dining room
provide a focus into the interior and create an anchor for the building. A garden seating area for
waiting is provided by the patio and open trellis adjacent to the entrance, integrating the
building into the adjacent landscape.
From 1996 through 2000, the Companys building designs generally utilized craftsman-style
architecture, which featured natural materials such as stone, wood and weathering copper, as well
as a blend of international and craftsman architecture featuring elements such as steel, concrete,
stone and glass, subtly incorporated to give a contemporary feel. Prior to 1996, the building
style most frequently used by the Company featured high ceilings, wooden trusses and exposed
ductwork.
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Departures from the more typical building designs have also been made as necessary to
accommodate unique
situations. For example, the Companys restaurant in Nashville, Tennessee, which
opened in 2005 required the complete renovation of an older building to incorporate the development
of 8,100 square feet of contemporary restaurant space along a busy thoroughfare just outside
downtown Nashville, with a special emphasis on providing views both into and out of the dining
area. Surplus space within the building, which is leased by the Company, was developed as retail
space available for sublease to upscale retail tenants. The Companys restaurant in Chicago,
Illinois is located in a developing upscale urban shopping district and prominently occupies over
9,000 square feet of a restored warehouse building. The J. Alexanders restaurant located in Troy,
Michigan is located inside the prestigious Somerset Collection Mall and features a very upscale,
contemporary design developed specifically for that location. The Companys Houston restaurant,
which opened in 2003 and was previously operated by another full service, upscale casual dining
concept, required minimal changes to the buildings exterior and interior finishes while the
restaurant opened in Atlanta during 2007 and also previously operated by another full-service,
upscale casual dining concept required substantial changes to the interior finishes prior to
opening.
The Company plans to open three new restaurants in 2008. Capital expenditures for 2008 are
estimated to total $16.5 million for the three new restaurants and for additions and improvements
to existing restaurants and other capital needs. Depending on the timing and success of
managements efforts to locate acceptable sites, additional amounts could be expended in 2008 in
connection with development of new J. Alexanders restaurants. Excluding the cost of land
acquisition, the Company estimates that the cash investment for site preparation and for
constructing and equipping a new, free-standing J. Alexanders restaurant is currently
approximately $4.0 to $4.9 million, although costs could be much higher in certain locations. The
Company has generally preferred to own its sites because of the long-term value of real estate
ownership. However, because of the Companys current development strategy, which focuses on markets
with high population densities and household incomes, it has become increasingly difficult to
locate sites that are available for purchase and the Company has leased the sites for all but two
of its 12 restaurants opened since 1997. The cost of those two sites, one of which was purchased in
2001 and the other in 2002, averaged approximately $1.5 million each. Management anticipates that
the cost of future sites, when and if purchased, will range from $1.5 to $2.5 million, and could
exceed this range for exceptional properties.
The Company tentatively plans to open one or two restaurants in 2009 and two or three
restaurants in 2010. The timing and number of restaurant openings will depend, however, upon the
selection and availability of suitable sites and other factors. The Company has no plans to
franchise J. Alexanders restaurants.
The Company believes that its ability to select high profile restaurant sites is critical to
the success of the J. Alexanders operations. Once a prospective site is identified and
preliminary site analysis is performed and evaluated, members of the Companys senior management
team visit the proposed location and evaluate the particular site and the surrounding area. The
Company analyzes a variety of factors in the site selection process, including local market
demographics, the number, type and success of competing restaurants in the immediate and
surrounding area and accessibility to and visibility from major thoroughfares. The Company
believes that this site selection strategy generally results in quality restaurant locations.
Management Information Systems. The Company utilizes a Windows-based accounting software
package and a network that enables electronic communication throughout the Company. In addition,
all of the Companys restaurants utilize touch screen point-of-sales and electronic gift card
systems, and also employ a theoretical food costing program. The Company utilizes its management
information systems to develop pricing strategies, identify food cost issues, monitor new product
reception and evaluate restaurant-level productivity. The Company expects to continue to develop
its management information systems to assist management in analyzing business issues and to improve
efficiency.
SERVICE MARK
The Company has registered the service mark J. Alexanders Restaurant with the United States
Patent and Trademark Office and believes that it is of material importance to the Companys
business.
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COMPETITION
The restaurant industry is highly competitive. The Company believes that the principal
competitive factors within the industry are site location, product quality, service and price;
however, menu variety, attractiveness of facilities and customer recognition are also important
factors. The Companys restaurants compete not only with numerous other casual dining restaurants
with national or regional images, but also with other types of food service operations in the
vicinity of each of the Companys restaurants. These include other restaurant chains or franchise
operations with greater public recognition, substantially greater financial resources and higher
total sales volume than the Company. The restaurant business is often affected by changes in
consumer tastes, national, regional or local economic conditions, demographic trends, traffic
patterns and the type, number and location of competing restaurants.
PERSONNEL
As of December 30, 2007, the Company employed approximately 2,700 persons. The Company
believes that its employee relations are good. It is not a party to any collective bargaining
agreements.
GOVERNMENT REGULATION
Each of the Companys restaurants is subject to various federal, state and local laws,
regulations and administrative practices relating to the sale of food and alcoholic beverages, and
sanitation, fire and building codes. Restaurant operating costs are also affected by other
governmental actions that are beyond the Companys control, which may include increases in the
minimum hourly wage requirements, workers compensation insurance rates and unemployment and other
taxes. Restaurant operating costs may also be affected by federal government actions related to
energy policies, particularly those affecting the price of petroleum products and development of
alternative fuel sources such as ethanol. In addition, difficulties or failures in obtaining any
required governmental licenses or approvals could delay or prevent the opening of a new restaurant.
Alcoholic beverage control regulations require each of the Companys J. Alexanders
restaurants to apply for and obtain from state and local authorities a license or permit to sell
alcoholic beverages on the premises and, in some states, to provide service for extended hours and
on Sundays. Typically, licenses must be renewed annually and may be revoked or suspended for cause
at any time. The failure of any restaurant to obtain or retain any required alcoholic beverage
licenses would adversely affect the restaurants operations. In certain states, the Company may be
subject to dram-shop statutes, which generally provide a person injured by an intoxicated person
the right to recover damages from the establishment which wrongfully served alcoholic beverages to
the intoxicated person. Of the 12 states where J. Alexanders operates, 11 have dram-shop statutes
or recognize a cause of action for damages relating to sales of alcoholic beverages to obviously
intoxicated persons and/or minors. The Company carries liquor liability coverage with an aggregate
limit and a limit per common cause of $1 million as part of its comprehensive general liability
insurance.
The Americans with Disabilities Act (ADA) prohibits discrimination on the basis of
disability in public accommodations and employment. The ADA became effective as to public
accommodations and employment in 1992. Construction and remodeling projects completed by the
Company since January 1992 have taken into account the requirements of the ADA. While no further
expenditures relating to ADA compliance in existing restaurants are anticipated, the Company could
be required to further modify its restaurants physical facilities to comply with the provisions of
the ADA.
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EXECUTIVE OFFICERS OF THE COMPANY
The following list includes names and ages of all of the executive officers of the Company
indicating all positions and offices with the Company held by each such person and each such
persons principal occupations or employment during the past five years. All such persons have
been appointed to serve until the next annual appointment of officers and until their successors
are appointed, or until their earlier resignation or removal.
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Name and Age |
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Background Information |
R. Gregory Lewis, 55
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Chief Financial Officer since July 1986; Vice President of Finance and
Secretary since August 1984. |
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J. Michael Moore, 48
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Vice-President of Human Resources and Administration since November 1997;
Director of Human Resources and Administration from August 1996 to November 1997; Director of
Operations, J. Alexanders Restaurants, Inc. from March 1993 to April 1996. |
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Mark A. Parkey, 45
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Vice-President since May 1999; Controller since May
1997; Director of Finance from January 1993 to May
1997. |
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Lonnie J. Stout II, 61
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Chairman since July 1990; Director, President and
Chief Executive Officer since May 1986. |
Available Information
The Companys internet website address is http://www.jalexanders.com. The Company makes
available free of charge through its website the Companys Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports as soon as
reasonably practical after it electronically files or furnishes such materials to the Securities
and Exchange Commission. Information contained on the Companys website is not part of this report.
FORWARD-LOOKING STATEMENTS
The forward-looking statements included in this Annual Report on Form 10-K relating to
certain matters involve risks and uncertainties, including anticipated financial performance,
business prospects, anticipated capital expenditures, financing arrangements and other similar
matters, which reflect managements best judgment based on factors currently known. Actual results
and experience could differ materially from the anticipated results or other expectations expressed
in the Companys forward-looking statements as a result of a number of factors. Forward-looking
information provided by the Company pursuant to the safe harbor established under the Private
Securities Litigation Reform Act of 1995 should be evaluated in the context of these factors. In
addition, the Company disclaims any intent or obligation to update these forward-looking
statements.
Item 1A. Risk Factors
In connection with the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, the Company is including the following cautionary statements identifying
important factors that could cause the Companys actual results to differ materially from those
projected in forward looking statements of the Company made by, or on behalf of, the Company.
The Company Faces Challenges in Opening New Restaurants. The Companys continued growth
depends in part on its ability to open new J. Alexanders restaurants and to operate them
profitably, which will depend on a number of factors, including the selection and availability of
suitable locations, the hiring and training of sufficiently skilled management and other personnel
and other factors, some of which are beyond the control of the Company. The Companys growth
strategy includes opening restaurants in markets where it has little or no meaningful operating
experience and in which potential customers may not be familiar with its restaurants. The success
of these
new restaurants may be affected by different competitive conditions, consumer tastes and
discretionary spending patterns, and the Companys ability to generate market awareness and
acceptance of J. Alexanders. As a result, costs incurred related to the opening, operation and
promotion of these new restaurants may be greater than those incurred in other areas. In addition,
it has been the Companys experience that new restaurants generate operating
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losses while they
build sales levels to maturity. At December 30, 2007, the Company operated 30 J. Alexanders
restaurants. Because of the Companys relatively small restaurant base, an unsuccessful new
restaurant could have a more adverse effect in relation to the Companys consolidated results of
operations than would be the case in a restaurant company with a greater number of restaurants.
The Company Faces Intense Competition. The restaurant industry is intensely competitive with
respect to price, service, location and food quality, and there are many well-established
competitors with substantially greater financial and other resources than the Company. Some of the
Companys competitors have been in existence for a substantially longer period than the Company and
may be better established in markets where the Companys restaurants are or may be located. The
restaurant business is often affected by changes in consumer tastes, national, regional or local
economic conditions, demographic trends, traffic patterns and the type, number and location of
competing restaurants.
Changes in General Economic and Political Conditions Affect Consumer Spending and May Harm
Revenues and Operating Results. Weak general economic conditions could decrease discretionary
spending by consumers and could impact the frequency with which the Companys customers choose to
dine out or the amount they spend on meals while dining out, thereby decreasing the Companys net
sales. Additionally, possible future terrorist attacks and other military conflict could lead to a
weakening of the economy. Adverse economic conditions and any related decrease in discretionary
spending by the Companys customers could have an adverse effect on net sales and operating
results.
The Company May Experience Fluctuations in Quarterly Results. The Companys quarterly results
of operations are affected by the timing of the opening of new J. Alexanders restaurants, and
fluctuations in the cost of food, labor, employee benefits, utilities and similar costs over which
the Company has limited or no control. The Companys operating results may also be affected by
inflation or other non-operating items which the Company is unable to predict or control. In the
past, management has attempted to anticipate and avoid material adverse effects on the Companys
profitability due to increasing costs through its purchasing practices and menu price adjustments,
but there can be no assurance that it will be able to do so in the future.
The Companys Operating Strategy is Dependent on Providing Exceptional Food Quality and
Outstanding Service. The Companys success depends largely upon its ability to attract, train,
motivate and retain a sufficient number of qualified employees, including restaurant managers,
kitchen staff and servers who can meet the high standards necessary to deliver the levels of food
quality and service on which the J. Alexanders concept is based. Qualified individuals of the
caliber and number needed to fill these positions are in short supply in some areas and competition
for qualified employees could require the Company to pay higher wages to attract sufficient
employees. Also, increases in employee turnover could have an adverse effect on food quality and
guest service resulting in an adverse effect on net sales and results of operations.
Significant Capital is Required to Develop New Restaurants. The Companys capital investment
in its restaurants is relatively high as compared to some other casual dining companies. Failure
of a new restaurant to generate satisfactory net sales and profits in relation to its investment
could result in failure of the Company to achieve the desired financial return on the restaurant.
Also, the Company has at times required capital beyond the cash flow provided from operations in
order to expand, resulting in a significant amount of long-term debt and interest expense. The
Companys future growth could be limited by the availability of additional financing sources or
future growth could involve additional borrowing which would further increase the Companys debt
and interest expense.
Changes In Food Costs Could Negatively Impact The Companys Net Sales and Results of
Operations. The Companys profitability is dependent in part on its ability to purchase food
commodities which meet its specifications and to anticipate and react to changes in food costs and
product availability. Ingredients are purchased from suppliers on terms and conditions that
management believes are generally consistent with those available to
similarly situated restaurant companies. Although alternative distribution sources are
believed to be available for most products, increases in food prices, failure to perform by
suppliers or distributors or limited availability of products at reasonable prices could cause the
Companys food costs to fluctuate and/or cause the Company to make adjustments to its menu
offerings. While the Company has entered into fixed price beef purchase agreements in recent years
in an effort to minimize the impact of significant increases in the market price of beef, it has
not entered
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into such an agreement following the expiration of its most recent contract in March of
2008 and will purchase beef at weekly market prices because the current price of beef is
significantly below prices paid by the Company for beef for most of 2007 and because uncertainty in
the beef market has resulted in high quoted prices at which beef could be purchased on a forward
fixed price basis relative to current market prices. This strategy exposes the Company to variable
market conditions and there can be no assurance that the price of beef will not increase
significantly in the future. Should circumstances change and management believes it would be to
the Companys advantage to enter into a fixed price agreement, it will consider doing so at that
time. Additional factors beyond the Companys control, including adverse weather and market
conditions, disease and governmental regulation, may also affect food costs and product
availability. The Company may not be able to anticipate and react to changing food costs or
product availability issues through its purchasing practices and menu price adjustments in the
future, and failure to do so could negatively impact the Companys net sales and results of
operations.
Hurricanes and Other Weather Related Disturbances Could Negatively Affect the Companys Net
Sales and Results of Operations. Certain of the Companys restaurants are located in regions of
the country which are commonly affected by hurricanes. Restaurant closures resulting from
evacuations, damage or power or water outages caused by hurricanes could adversely affect the
Companys net sales and profitability.
Litigation Could Have a Material Adverse Effect on the Companys Business. From time to time
the Company is the subject of complaints or litigation from guests alleging food-borne illness,
injury or other food quality or operational concerns. The Company is also subject to complaints or
allegations from current, former or prospective employees based on, among other things, wage or
other discrimination, harassment or wrongful termination. Any claims may be expensive to defend
and could divert resources which would otherwise be used to improve the performance of the Company.
A lawsuit or claim could also result in an adverse decision against the Company that could have a
materially adverse effect on the Companys business.
The Company is also subject to state dram-shop laws and regulations, which generally provide
that a person injured by an intoxicated person may seek to recover damages from an establishment
that wrongfully served alcoholic beverages to such person. While the Company carries liquor
liability coverage as part of its existing comprehensive general liability insurance, the Company
could be subject to a judgment in excess of its insurance coverage and might not be able to obtain
or continue to maintain such insurance coverage at reasonable costs, or at all.
Nutrition and Health Concerns Could Have an Adverse Effect on the Company. Nutrition and
health concerns are receiving increased attention from the media and government as well as from the
health and academic communities. Food served by restaurants has sometimes been suggested as the
cause of obesity and related health disorders. Certain restaurant foods have also been argued to
be unsafe because of possible allergic reactions to them which may be experienced by guests, or
because of alleged high toxin levels. Some restaurant companies have been the target of consumer
lawsuits, including class action suits, claiming that the restaurants were liable for health
problems experienced by their guests. Continued focus on these concerns by activist groups could
result in a perception by consumers that food served in restaurants is unhealthy, or unsafe, and is
the cause of a significant health crisis. Additional food labeling and disclosures could also be
mandated by government regulators. Adverse publicity, the cost of any litigation against the
Company, and the cost of compliance with new regulations related to food nutritional and safety
concerns could have an adverse effect on the Companys net sales and operating costs.
The Companys Current Insurance Policies May Not Provide Adequate Levels of Coverage Against
All Claims. The Company currently maintains insurance coverage that management believes is
reasonable for businesses of its size and type. However, there are types of losses the Company may
incur that cannot be insured against or that management believes are not commercially reasonable to
insure. These losses, if they occur, could have a material and adverse effect on the Companys
business and results of operations.
Expanding the Companys Restaurant Base By Opening New Restaurants in Existing Markets Could
Reduce the Business of its Existing Restaurants. The Companys growth strategy includes opening
restaurants in markets in which it already has existing restaurants. The Company may be unable to
attract enough guests to the new restaurants for them to operate at a profit. Even if enough
guests are attracted to the new restaurants for them to operate at a profit, those guests may be
former guests of one of the Companys existing restaurants in that market and the opening of new
restaurants in the existing market could reduce the net sales of its
existing restaurants in that market.
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Government Regulation and Licensing May Delay New Restaurant Openings or Affect Operations.
The restaurant industry is subject to extensive state and local government regulation relating to
the sale of food and alcoholic beverages, and sanitation, fire and building codes. Termination of
the liquor license for any J. Alexanders restaurant would adversely affect the net sales for the
restaurant. Restaurant operating costs are also affected by other government actions that are
beyond the Companys control, which may include increases in the minimum hourly wage requirements,
workers compensation insurance rates and unemployment and other taxes. If the Company experiences
difficulties in obtaining or fails to obtain required licensing or other regulatory approvals, this
delay or failure could delay or prevent the opening of a new J. Alexanders restaurant. The
suspension of, or inability to renew, a license could interrupt operations at an existing
restaurant, and the inability to retain or renew such licenses would adversely affect the
operations of the restaurants.
Future Changes in Financial Accounting Standards May Cause Adverse Unexpected Operating
Results and Affect the Companys Reported Results of Operations. A change in accounting standards
can have a significant effect on the Companys reported results and may affect the reporting of
transactions completed before the change is effective. New pronouncements and evolving
interpretations of pronouncements have occurred and may occur in the future. Changes to the
existing rules or differing interpretations with respect to the Companys current practices may
adversely affect its reported financial results.
Compliance With Changing Regulation of Corporate Governance and Public Disclosure May Result
in Additional Expenses. Keeping abreast of, and in compliance with, changing laws, regulations and
standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act
of 2002, various SEC regulations and American Stock Exchange rules, has required an increased
amount of management attention and external resources. The Company remains committed to
maintaining high standards of corporate governance and public disclosure and intends to invest all
reasonably necessary resources to comply with evolving standards. This investment will, however,
result in increased general and administrative expenses and a diversion of management time and
attention from revenue-generating activities to compliance activities.
The Fact that a Relatively Small Number of Investors Hold a Significant Portion of the
Companys Outstanding Common Stock Could Cause the Stock Price to Fluctuate. The market price of
the Companys common stock could fluctuate as a result of sales by the Companys existing
stockholders of a large number of shares of the Companys common stock in the market. A
significant amount of the Companys common stock is concentrated in the hands of a small number of
investors and is thinly traded. An attempt to sell by a large holder could adversely affect the
price of the stock.
Tennessee Anti-takeover Statutes Could Delay or Prevent Offers to Acquire the Company. As a
Tennessee corporation, the Company is subject to various legislative acts which impose restrictions
on and require compliance with procedures designed to protect shareholders against unfair or
coercive mergers and acquisitions. These statutes may delay or prevent offers to acquire the
Company and increase the difficulty of consummating any such offers, even if an acquisition of the
Company would be in the best interests of the Companys shareholders.
Item 1B. Unresolved Staff Comments
None.
9
Item 2. Properties
As of December 30, 2007, the Company had 30 J. Alexanders casual dining restaurants in
operation
and had executed two leases related to restaurants which are scheduled to open in 2008.
The following table gives the locations of, and describes the Companys interest in, the land and
buildings used in connection with its restaurants:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Site Leased |
|
|
|
|
|
|
Site and Building |
|
and Building |
|
Space |
|
|
|
|
Owned by the |
|
Owned by the |
|
Leased to the |
|
|
Location |
|
Company |
|
Company |
|
Company |
|
Total |
Alabama |
|
|
1 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1 |
|
Arizona |
|
|
0 |
|
|
|
1 |
|
|
|
0 |
|
|
|
1 |
|
Colorado |
|
|
1 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1 |
|
Florida |
|
|
2 |
|
|
|
3 |
|
|
|
1 |
|
|
|
6 |
|
Georgia |
|
|
1 |
|
|
|
1 |
|
|
|
0 |
|
|
|
2 |
|
Illinois |
|
|
2 |
|
|
|
0 |
|
|
|
1 |
|
|
|
3 |
|
Kansas |
|
|
1 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1 |
|
Kentucky |
|
|
0 |
|
|
|
1 |
|
|
|
0 |
|
|
|
1 |
|
Louisiana |
|
|
0 |
|
|
|
1 |
|
|
|
0 |
|
|
|
1 |
|
Michigan |
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
3 |
|
Ohio |
|
|
3 |
|
|
|
2 |
|
|
|
0 |
|
|
|
5 |
|
Tennessee |
|
|
3 |
|
|
|
0 |
|
|
|
2 |
|
|
|
5 |
|
Texas |
|
|
0 |
|
|
|
1 |
|
|
|
1 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
15 |
|
|
|
11 |
|
|
|
6 |
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) See Item 1 for additional information concerning the Companys restaurants.
Most of the Companys J. Alexanders restaurant lease agreements may be renewed at the end of
the initial term (generally 15 to 20 years) for periods of five or more years. Certain of these
leases provide for minimum rentals plus additional rent based on a percentage of the restaurants
gross sales in excess of specified amounts. These leases usually require the Company to pay all
real estate taxes, insurance premiums and maintenance expenses with respect to the leased premises.
Corporate offices for the Company are located in leased office space in Nashville, Tennessee.
Certain of the Companys owned restaurants are mortgaged as security for the Companys
mortgage loan and secured line of credit. See Note D, Long-Term Debt and Obligations Under
Capital Leases, to the Consolidated Financial Statements.
Item 3. Legal Proceedings
As of March 28, 2008, the Company was not a party to any pending legal proceedings considered
material to its business.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth quarter of 2007.
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
The common stock of J. Alexanders Corporation is listed on the American Stock Exchange under
the symbol JAX. The approximate number of record holders of the Companys common stock at March
28, 2008, was 1,100. The following table summarizes the price range of the Companys common stock
for each quarter of 2007
and 2006, as reported from price quotations from the American Stock
Exchange, and the dividends declared and paid with respect to the periods indicated:
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
Dividends |
2007: |
|
Low |
|
High |
|
Paid |
|
Declared |
1st Quarter |
|
$ |
8.65 |
|
|
$ |
11.49 |
|
|
$ |
.10 |
|
|
$ |
|
|
2nd Quarter |
|
|
11.14 |
|
|
|
15.39 |
|
|
|
|
|
|
|
|
|
3rd Quarter |
|
|
11.00 |
|
|
|
14.52 |
|
|
|
|
|
|
|
|
|
4th Quarter |
|
|
9.21 |
|
|
|
13.72 |
|
|
|
|
|
|
|
.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
Dividends |
2006: |
|
Low |
|
High |
|
Paid |
|
Declared |
1st Quarter |
|
$ |
7.75 |
|
|
$ |
8.48 |
|
|
$ |
.10 |
|
|
$ |
|
|
2nd Quarter |
|
|
7.95 |
|
|
|
9.05 |
|
|
|
|
|
|
|
|
|
3rd Quarter |
|
|
8.30 |
|
|
|
8.91 |
|
|
|
|
|
|
|
|
|
4th Quarter |
|
|
8.47 |
|
|
|
9.55 |
|
|
|
|
|
|
|
.10 |
|
On January 15, 2008, the Company paid a cash dividend of $.10 per share to all shareholders of
record on December 31, 2007. Payment of this dividend extended certain contractual standstill
restrictions under an agreement with Solidus Company, L. P., the Companys largest shareholder, through
January 15, 2009. Payment of future dividends will be within the discretion of the Companys Board
of Directors and will depend, among other factors, on earnings, capital requirements and the
operating and financial condition of the Company.
Equity Compensation Plan Information
Information about the Companys equity compensation plans at December 30, 2007 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities |
|
|
|
|
|
|
|
|
|
To be Issued upon |
|
|
Weighted Average |
|
|
Number of Securities |
|
|
|
Exercise of Outstanding |
|
|
Exercise Price of |
|
|
Remaining Available for |
|
|
|
Options, Warrants |
|
|
Outstanding Options |
|
|
Future Issuance under |
|
|
|
And Rights |
|
|
Warrants and Rights |
|
|
Equity Compensation Plans(1) |
|
Equity compensation plans approved
by security holders |
|
|
1,067,132 |
|
|
$ |
8.18 |
|
|
|
227,716 |
|
Equity compensation plans not approved
by security holders |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,067,132 |
|
|
$ |
8.18 |
|
|
|
227,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes 152,169 shares available to be issued under the
Companys Amended and Restated 2004 Equity Incentive Plan
and 75,547 shares available to be issued under the Companys Employee Stock Purchase Plan.
See Item 8. Financial Statements and Supplementary Data Notes to Consolidated Financial
Statements, Note G for more information on these plans. |
Item 6. Selected Financial Data
The following table sets forth selected financial data for each of the years in the five-year
period ended December 30, 2007:
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
|
|
|
|
|
December 30 |
|
December 31 |
|
January 1 |
|
January 2 |
|
December 28 |
(Dollars in thousands, except per share data) |
|
2007 |
|
2006 |
|
2006 |
|
20051 |
|
2003 |
|
Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
141,268 |
|
|
$ |
137,658 |
|
|
$ |
126,617 |
|
|
$ |
122,918 |
|
|
$ |
107,059 |
|
Pre-opening expense |
|
|
939 |
|
|
|
|
|
|
|
411 |
|
|
|
|
|
|
|
897 |
|
Income before income taxes |
|
|
5,694 |
|
|
|
6,185 |
|
|
|
4,425 |
|
|
|
4,378 |
|
|
|
2,158 |
4 |
Net income |
|
|
4,554 |
|
|
|
4,717 |
|
|
|
3,560 |
|
|
|
4,822 |
2 |
|
|
3,280 |
3,4 |
Depreciation and amortization |
|
|
5,482 |
|
|
|
5,391 |
|
|
|
5,039 |
|
|
|
4,923 |
|
|
|
4,591 |
|
Cash flows provided by operations |
|
|
9,198 |
|
|
|
10,862 |
|
|
|
7,406 |
|
|
|
8,936 |
|
|
|
6,908 |
|
Purchase of property and equipment |
|
|
11,876 |
|
|
|
3,632 |
|
|
|
6,461 |
|
|
|
3,010 |
|
|
|
9,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Position (end of period) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
11,325 |
|
|
$ |
14,688 |
|
|
$ |
8,200 |
|
|
$ |
6,129 |
|
|
$ |
872 |
|
Property and equipment, net |
|
|
78,551 |
|
|
|
71,815 |
|
|
|
74,187 |
|
|
|
72,425 |
|
|
|
73,613 |
|
Total assets |
|
|
104,579 |
|
|
|
99,414 |
|
|
|
94,300 |
|
|
|
89,554 |
|
|
|
83,740 |
|
Long-term debt and obligations under capital
leases (excluding current portion) |
|
|
21,349 |
|
|
|
22,304 |
|
|
|
23,193 |
|
|
|
24,017 |
|
|
|
24,642 |
|
Stockholders equity |
|
|
62,581 |
|
|
|
57,830 |
|
|
|
53,107 |
|
|
|
49,602 |
|
|
|
44,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
.69 |
|
|
$ |
.72 |
|
|
$ |
.55 |
|
|
$ |
.75 |
|
|
$ |
.50 |
|
Diluted earnings per share |
|
|
.65 |
|
|
|
.69 |
|
|
|
.52 |
|
|
|
.71 |
|
|
|
.49 |
|
Dividends declared per share |
|
|
.10 |
|
|
|
.10 |
|
|
|
.10 |
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
9.40 |
|
|
|
8.80 |
|
|
|
8.13 |
|
|
|
7.68 |
|
|
|
6.91 |
|
Market price at year end |
|
|
9.95 |
|
|
|
8.91 |
|
|
|
8.02 |
|
|
|
7.40 |
|
|
|
7.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Alexanders Restaurant Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average annual sales per restaurant |
|
$ |
4,971 |
|
|
$ |
4,909 |
|
|
$ |
4,644 |
|
|
$ |
4,462 |
|
|
$ |
4,243 |
|
Restaurants open at year end |
|
|
30 |
|
|
|
28 |
|
|
|
28 |
|
|
|
27 |
|
|
|
27 |
|
|
|
|
1 |
|
Includes 53 weeks of operations, compared to 52 weeks for all other years presented. |
|
2 |
|
Includes deferred income tax benefit of $1,531 related to an adjustment of the Companys
beginning of the year valuation allowance for deferred income tax assets in accordance with
Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. |
|
3 |
|
Includes deferred income tax benefit of $1,475 related to an adjustment of the Companys
beginning of the year valuation allowance for deferred income tax assets in accordance with
SFAS No. 109, Accounting for Income Taxes. |
|
4 |
|
Includes non-cash compensation expense of $552 related to a stock option grant accounted for
as a variable stock option award. |
12
Item 7. 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
December 30, 2007, the Company operated 30 J. Alexanders restaurants in 12 states. The Companys
net sales are derived primarily from the sale of food and alcoholic beverages in its restaurants.
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. The Company believes, however, that 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. Currently, however, the Company
is experiencing decreases in same store sales as is further discussed under Net Sales.
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, changes in sales in
existing restaurants are generally expected to significantly affect restaurant profitability
because many restaurant costs and expenses are not expected to change at the same rate as sales.
Restaurant profitability can also be negatively affected 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
restaurants over time 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.
Changes in sales for existing restaurants are generally measured in the restaurant industry by
computing the change in same store sales, which represents the change in sales for the same group
of restaurants from the same period in the prior year. Same store sales changes can be the result
of changes in guest counts, which the Company estimates based on a count of entrée items sold, and
changes 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 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
13
growth. Management believes that restaurant operating margin, which represents
net sales less total restaurant operating expenses expressed as a percentage of net sales, is an
important indicator of the Companys success in managing its restaurant operations because it is
affected by the level of sales achieved, menu pricing strategy, and the management and control of
restaurant operating expenses in relation to net sales.
The number of restaurants opened or under development in a particular year can have a
significant impact on the Companys operating results because pre-opening costs for new restaurants
are significant and most new restaurants incur operating losses during their early months of
operation.
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 opened new restaurants in Atlanta, Georgia and Palm Beach Gardens,
Florida in the fourth quarter of 2007 and expects to open three new restaurants in 2008.
The following table sets forth, for the fiscal years indicated, (i) the items in the Companys
Consolidated Statements of Income expressed as a percentage of net sales, and (ii) other selected
operating data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
|
|
|
Dec. 30 |
|
Dec. 31 |
|
Jan. 1 |
|
|
2007 |
|
2006 |
|
2006 |
Net sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
32.5 |
|
|
|
32.5 |
|
|
|
32.8 |
|
Restaurant labor and related costs |
|
|
31.9 |
|
|
|
31.6 |
|
|
|
31.5 |
|
Depreciation and amortization of restaurant
property and equipment |
|
|
3.7 |
|
|
|
3.8 |
|
|
|
3.8 |
|
Other operating expenses |
|
|
19.6 |
|
|
|
19.5 |
|
|
|
19.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total restaurant operating expenses |
|
|
87.7 |
|
|
|
87.4 |
|
|
|
87.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
6.8 |
|
|
|
7.0 |
|
|
|
7.2 |
|
Pre-opening expense |
|
|
0.7 |
|
|
|
|
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
4.8 |
|
|
|
5.6 |
|
|
|
4.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(1.3 |
) |
|
|
(1.4 |
) |
|
|
(1.6 |
) |
Interest income |
|
|
0.4 |
|
|
|
0.3 |
|
|
|
0.2 |
|
Other, net |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense |
|
|
(0.8 |
) |
|
|
(1.1 |
) |
|
|
(1.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
4.0 |
|
|
|
4.5 |
|
|
|
3.5 |
|
Income tax provision |
|
|
0.8 |
|
|
|
1.1 |
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
3.2 |
% |
|
|
3.4 |
% |
|
|
2.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Certain percentage totals do not sum due to rounding. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restaurants open at end of year |
|
|
30 |
|
|
|
28 |
|
|
|
28 |
|
Average weekly net sales per restaurant |
|
$ |
95,600 |
|
|
$ |
94,400 |
|
|
$ |
89,300 |
|
14
Net Sales
Net sales increased by $3.6 million, or 2.6%, in fiscal 2007 compared to 2006. This increase
was due to an increase in net sales for restaurants in the same store base and to two new
restaurants which opened in the fourth quarter of 2007. Net sales increased by approximately $11.0
million, or 8.7%, in fiscal 2006 compared to 2005. This increase was due to an increase in net
sales in the same store restaurant base, sales from an additional restaurant which opened in
October of 2005 and the estimated loss of approximately $465,000 of sales from the effects of
hurricanes in 2005.
Average weekly same store sales per restaurant increased by 1.6% to $95,600 in 2007 from
$94,100 in 2006 on a base of 28 restaurants. Same store sales averaged $93,800 per restaurant per
week in 2006, an increase of 5.2% over 2005 on a base of 27 restaurants.
The Company computes 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 closing of all J. Alexanders restaurants on Thanksgiving day and
Christmas day are excluded from this calculation. 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 liabilities for gift certificates or
cards as discussed below is not included in the calculation of average weekly sales per restaurant
or average weekly same store sales per restaurant.
Management estimates the average check per guest, including alcoholic beverage sales,
increased by 6.4% to $24.36 in 2007 from $22.90 in 2006. The average guest check in 2006 increased
by approximately 6.5% over the average check in 2005. 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 average menu prices increased by
approximately 3.3% in 2007 over 2006 and by 1.8% in 2006 over 2005. These price increase estimates
reflect nominal amounts of menu price changes, prior to 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 4.8% in 2007 compared to 2006 and by approximately 1.9% in 2006 compared to 2005.
Management believes these decreases were due primarily to higher menu prices, some general sales
weakness in sales trends in a number of the Companys restaurants located in Midwestern markets,
including particularly certain restaurants in Ohio, and beginning in the last half of 2007,
economic concerns and pressures on consumer spending affecting guest traffic in restaurants
generally.
The Companys same store sales have decreased in most weeks since mid-September of 2007.
Management believes these decreases are due to a significant slowdown in overall consumer spending
due to the effects of rising inflation, especially for food and fuel, the tightening of consumer
credit and general concerns about the U.S economy. Further, management believes that increasing
same store sales will be very difficult until consumers regain their confidence and consumer
spending improves. Because, as previously discussed, a significant portion of the Companys labor
costs and other restaurant operating expenses are fixed or semi-variable in nature, management
expects that continued decreases in same store sales would place pressure on restaurant operating
margins in 2008, especially given managements expectation that input costs and other restaurant
operating expenses will also continue to increase, although such increases are expected to be
mitigated somewhat by managements change in beef purchasing described below.
The Company recognizes revenue from reductions in liabilities for gift cards and certificates
which, although they do not expire, are considered to be only remotely likely to be redeemed.
Prior to 2006, the Company also recognized non-use fees related to gift cards. These revenues are
included in net sales in the amounts of $300,000, $266,000, and $832,000 for 2007, 2006 and 2005,
respectively.
15
Restaurant Costs and Expenses
Total restaurant operating expenses were 87.7% of net sales in 2007 and 2005 compared to 87.4%
in 2006. The increase in 2007 was primarily due to an increase in labor and related costs. The
decrease in 2006 compared to 2005 was due to lower cost of sales and other operating expenses.
Restaurant operating margins were 12.3% in 2007, 12.6% in 2006 and 12.3% in 2005.
Cost of sales, which includes the cost of food and beverages, was 32.5% of net sales in both
2007 and 2006 as lower alcoholic beverage costs and the effect of menu price increases more than
offset higher input costs for beef, poultry, dairy products, salmon and other food products. Cost
of sales decreased to 32.5% of net sales in 2006 from 32.8% in 2005 as the effect of menu price
increases and lower prices paid for pork and dairy products more than offset the effect of higher
prices paid for seafood and produce.
Beef purchases represent the largest component of the Companys cost of sales and comprise
approximately 28% to 30% of this expense category. In recent years the Company has entered into
fixed price beef purchase agreements in an effort to minimize the impact of significant increases
in the market price of beef. In March of 2006, the Company entered into a 12-month pricing
agreement at prices which increased by 5% to 6% over the previous 12-month agreement. Management
believes, however, that a significant portion of the effect of these price increases was offset by
a change made in the purchase specifications for one cut of beef which increased the steak cutting
yields and lowered the effective cost of that product. The Company also contracted for the
purchase of most of its beef during the period from March of 2007 through February of 2008 at
prices which increased the Companys cost of beef by an estimated $1,100,000, or 8.7%, for 2007
over 2006.
Because of uncertainty in the beef market and the high prices at which beef has been quoted to
the Company on a forward fixed price basis relative to current market prices, the Company has not
entered into a fixed price beef purchase agreement for the remainder of 2008. Beginning in March
of 2008, the Company will purchase beef based on weekly market prices. Although market prices are
currently substantially lower than contract prices paid by the Company for beef for most of 2007,
this strategy exposes the Company to variable market conditions and there can be no assurance that
the price of beef will not increase significantly. Management will continue to monitor the beef
market in 2008 and if there are significant changes in market conditions or attractive
opportunities to contract later in the year, will consider entering into a fixed price purchasing
agreement.
Management expects the Company to experience increases in many of the food commodities it
purchases in 2008, and believes a significant factor contributing to such increases is the
increased price of petroleum which has increased fuel costs as well as the price of corn and other
commodities as the result of increased demand for corn for use in producing corn ethanol as an
alternative fuel source. Management is uncertain at this time whether it will raise menu prices in
response to such increases because the Company is experiencing decreases in same store guest counts
and continues to have concerns about spending pressures already being faced by consumers.
Restaurant labor and related costs increased to 31.9% of net sales in 2007 from 31.6% in 2006
and 31.5% in 2005. The increase in 2007 was due primarily to the effect of higher labor costs
incurred in the two new restaurants opened in the fourth quarter of 2007. In existing restaurants,
higher wage rates, including those resulting from increases in minimum wage rates, and management
salaries were generally offset by more efficient labor management, the effects of higher menu
prices and lower incentive compensation. In 2006, labor efficiencies related to the increase in
same store sales were more than offset by the effect of a combination of higher hourly wage rates,
costs associated with focused training and staff development efforts in one of the Companys
under-performing restaurants, and higher workers compensation and incentive compensation expenses.
The Company estimates that the impact of increases in minimum wage rates was approximately
$560,000 in 2007 and will be approximately $150,000 in 2008. Most of these increases were due to
increases in minimum cash rates required by certain states to be paid to tipped employees. The
increase in the federal minimum wage rate in 2007 did not have a significant impact on the Company
because most of the Companys non-tipped employees were already paid more than the federal minimum
wage. The required federal minimum cash wage paid to tipped employees was not increased in 2007.
Depreciation and amortization of restaurant property and equipment increased by $88,000 in
2007 compared to 2006 because of new restaurants opened during 2007 and by $365,000 in 2006
compared to 2005 primarily because of a new restaurant opened in the fourth quarter of 2005.
16
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, were 19.6% of net sales in 2007, 19.5% of net sales in 2006 and 19.6% of net sales
in 2005. The increase in 2007 was primarily due to higher utility costs, credit card fees and
contracted maintenance and service costs which were largely offset by lower costs for operating
supplies and certain other operating expenses. The decrease in 2006 compared to 2005 was due
primarily to lower utility costs and complimentary guest meals as a percentage of net sales.
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,
decreased slightly in 2007 compared to 2006 and increased by $560,000 in 2006 over 2005.
Significant factors favorably affecting the comparison of general and administrative expenses in
2007 to 2006 were the elimination of incentive compensation accruals for the corporate management
staff for 2007, as Company incentive performance targets were not attained, lower management
training expenses, and the absence in 2007 of marketing research costs which were incurred in 2006.
The impact of these factors was largely offset by increases in certain other expenses including
accounting and auditing fees, travel expenses, corporate staff salary expense and share-based
compensation expense. The increase in 2006 was due primarily to incentive compensation accrued for
the corporate management staff. Increases in other general and administrative expense accounts
were largely offset by lower costs incurred in connection with the Companys Employee Stock
Ownership Plan and for employee relocations.
Pre-Opening Expense
Pre-opening expense consists of expenses incurred prior to opening a new restaurant and
include principally manager salaries and relocation costs, payroll and related costs for training
new employees, travel and lodging expenses for employees who assist with training new employees,
and the cost of food and other expenses associated with practice of food preparation and service
activities. Pre-opening expense also includes rent expense for leased properties for the period of
time between the Company taking control of the property and the opening of the restaurant.
The Company incurred pre-opening expense of $939,000 in 2007 in connection with the opening of
new J. Alexanders restaurants in Atlanta, Georgia and Palm Beach Gardens, Florida in the fourth
quarter of the year. Pre-opening expense of $411,000 was incurred in 2005 in connection with a new
restaurant opened during the year. No pre-opening expense was incurred in 2006 because no new
restaurants were opened or under development during that time.
The Company expects to incur substantial pre-opening expenses in 2008 in connection with three
new J.Alexanders restaurants which are expected to open during the year. Pre-opening rent expense
could also be incurred in 2008 in connection with restaurants to be opened in fiscal 2009,
depending on whether the Company takes possession or is given control of any additional leased
locations during the year.
Other Income (Expense)
Interest expense decreased in 2007 compared to 2006 due to reductions in outstanding debt and
capitalization of interest costs in connection with new restaurant development. The increase in
interest income in 2007 compared to 2006 was due to higher average balances of surplus funds
invested in money market funds.
Interest
expense increased in 2006 compared to 2005 as the lack of any
capitalization of interest costs related to new restaurant
development more than offset the effect of reductions in outstanding
borrowings. Interest income increased during 2006 compared to 2005 due to higher average balances
of invested funds and higher interest rates.
Interest income is expected to decrease in 2008 due to the expected use of a significant
portion of the Companys surplus funds for restaurant development and lower expected yields on
invested funds.
17
Income Taxes
The Companys effective income tax rates were 20.0%, 23.7% and 19.5% for 2007, 2006 and 2005,
respectively. These rates are lower than the statutory federal 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. Included in the income tax provisions for 2007 and 2006 were
favorable adjustments of $55,000 and $67,000, respectively, related to discrete items recorded in
connection with finalizing matters related to prior years tax returns. The income tax provision
for 2005 included the favorable effect of a reduction of $122,000 in the beginning of the year
valuation allowance made in the fourth quarter of that year.
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 $666,000, $657,000 and $653,000 in January of 2008,
2007 and 2006, respectively, which dividends met the requirements to extend certain contractual
standstill restrictions under an agreement with its largest shareholder. See Note M to the
Consolidated Financial Statements. The Company may consider paying additional dividends in the
future. The Company has met its needs and maintained liquidity in recent years primarily by cash
flow from operations, availability of a bank line of credit, and through proceeds received from a
mortgage loan in 2002.
The Companys net cash provided by operating activities totaled $9,198,000, $10,862,000 and
$7,406,000 for 2007, 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 December 30, 2007 were approximately $11.3 million. In addition, at December
30, 2007 the Company had an account receivable for federal income taxes of approximately
$1,100,000, a portion of which will be used to satisfy estimated tax payments for the first quarter
of 2008 and the remainder of which is expected to be received in 2008.
The Companys capital expenditures can vary significantly from year to year depending
primarily on the number, timing and form of ownership of new restaurants under development. Cash
expenditures for capital assets totaled $11,876,000, $3,632,000 and $6,461,000 for 2007, 2006 and
2005, respectively. The Company places a high priority on maintaining the image and condition of
its restaurants and of the amounts above, $2,914,000, $2,932,000 and $2,395,000 represented
expenditures for remodels, enhancements and asset replacements related to existing restaurants for
2007, 2006 and 2005, respectively. Cash provided by operating activities exceeded capital
expenditures for 2006 and 2005. In 2007, the Companys capital expenditures were funded by cash
flow from operations and use of a portion of the Companys surplus funds on hand at December 31,
2006.
Other financing activities in 2007 included proceeds of $427,000 from the exercise of employee
stock options. In 2006, the Company received $141,000 from the exercise of employee stock options
and also received payments of $376,000 representing the remaining outstanding balance of employee
notes receivable under a stock loan program initiated in 1999.
The Company currently plans to open three new restaurants in 2008. Estimated cash
expenditures for capital assets for 2008 are approximately $16.5 million, a significant portion of
which represents the costs to develop the new restaurants planned for the year. In addition,
management is continually seeking locations for new J. Alexanders restaurants and depending on the
timing and success of managements efforts to locate and develop acceptable sites, additional
amounts could be expended in 2008 in connection with other new J. Alexanders restaurants.
Management believes cash and cash equivalents on hand at December 30, 2007 combined with cash
flow from operations will be adequate to meet the Companys capital needs for 2008. Management
tentatively plans to open one or two restaurants in 2009 and two or three restaurants in 2010.
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 currently on
hand and which are expected to be generated by the Companys operations.
18
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 $21.9 million at December 30, 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, which is pre-payable without penalty, is secured
by the real estate, equipment and other personal property of nine of the Companys restaurant
locations with an aggregate book value of $23.6 million at December 30, 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 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.
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 December 30, 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 December 30, 2007.
The Company was in compliance with the financial covenants of its debt agreements as of
December 30, 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, the unused portion of the Companys bank line of
credit would not be available for borrowing and 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 March 28, 2008, 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. Operating lease commitments for leased restaurants and office space are disclosed in
Note E, Leases, and Note J, Commitments and Contingencies, to the Consolidated Financial
Statements.
CONTRACTUAL OBLIGATIONS
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
19
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 December 30, 2007, is as follows:
|
|
|
|
|
Wendys restaurants (24 leases) |
|
$ |
3,100,000 |
|
Mrs. Winners Chicken & Biscuits restaurants (20 leases) |
|
|
1,100,000 |
|
|
|
|
|
Total contingent liability related to assigned leases |
|
$ |
4,200,000 |
|
|
|
|
|
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 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 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 of gift cards, 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
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 which generally includes 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. At inception each lease is evaluated to determine whether it is an
operating or capital lease. 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
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 rent expense on a straight-line basis over the expected
lease term, which begins when the Company takes possession of or is given control of the
leased property and includes cancelable option periods when it is deemed to be reasonably
assured that the Company will exercise its options for such periods because it would incur
an economic penalty for not doing so. Prior to 2006, rent expense incurred during the
construction period for a restaurant was capitalized as a component of property and
equipment. Beginning in 2007, rent expense incurred during the construction period for a
leased restaurant was included in pre-opening expense. No construction period rent expense
was incurred in 2006.
Leasehold improvements and, when applicable, property held under capital lease 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 deferred rent obligations and credited to rent expense over the
term of the lease.
Judgments made by the Company about the probable term for each restaurant facility lease
affect the payments that are taken into consideration when calculating straight-line rent
expense and the term over which leasehold improvements and assets
under capital lease 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 accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. This statement establishes financial accounting and
reporting standards for the effects of income taxes that result from an enterprises
activities during the current and preceding years. It requires an asset and liability
approach for financial accounting and reporting of income taxes. The Company recognizes
deferred tax liabilities and assets for the future consequences of events that have been
recognized in its Consolidated Financial Statements or tax returns. In the event the future
consequences of differences between financial reporting bases and tax bases of the Companys
assets and liabilities result in a net deferred tax asset, an evaluation is made of the
probability of the Companys ability to realize the future benefits of such asset. A
valuation allowance related to a deferred tax asset is recorded when it is more likely than
not that all or some portion of the deferred tax asset will not be realized. The
realization of such net deferred tax will generally depend on whether the Company will have
sufficient taxable income of an appropriate character within the carry-forward period
permitted by the tax law.
The Company had a net deferred tax asset at December 30, 2007 of $8,100,000, which amount
included $3,898,000 of tax credit carryforwards. Management has evaluated both positive and
negative evidence, including its forecasts of the Companys future taxable income adjusted
by varying probability factors, in making a determination as to whether it is more likely
than not that all or some portion of the deferred tax asset will be realized. Based on its
analysis, management concluded that for 2007 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 30, 2007 was
$1,712,000, which represented a decrease of $11,000 from the
valuation allowance at December 31, 2006. 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
21
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 asset. 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 asset.
Any such revisions to the estimated realizable value of the deferred tax asset 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.
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 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 Consolidated Financial Statements and notes thereto included elsewhere in
this filing which contain accounting policies and other disclosures required by U.S. generally
accepted accounting principles.
RECENT ACCOUNTING PRONOUNCEMENTS
In 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) 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, except for nonfinancial
assets and liabilities that are recognized or disclosed at fair value in the financial statements
on a nonrecurring basis, which have been deferred for one year. The Company does not expect the
impact of this Statement to have a material effect on its 2008 Consolidated Financial Statements.
In February 2007, the FASB issued SFAS 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 does not expect the impact of this Statement to
have a material effect 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 Consolidated 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 Consolidated Financial Statements upon adoption.
22
IMPACT OF INFLATION AND OTHER FACTORS
Virtually all of the Companys costs and expenses are subject to normal inflationary pressures
and the Company continually seeks ways to cope with their impact. By owning a number of its
properties, the Company avoids certain increases in occupancy costs. New and replacement assets
will likely be acquired at higher costs, but this will take place over many years. In general, the
Company tries to offset increased costs and expenses through additional improvements in operating
efficiencies and by increasing menu prices over time, as permitted by competition and market
conditions. Management expects the Company to experience increases in many of the food commodities
it purchases in 2008, and believes a significant factor contributing to such increases is the
increased price of petroleum which has increased fuel costs as well as the price of corn and other
commodities as the result of increased demand for corn for use in producing corn ethanol as an
alternative fuel source. Management is uncertain at this time whether it will raise menu prices in
response to such increases because the Company is experiencing decreases in same store guest counts
and continues to have concerns about spending pressures already being faced by consumers.
SEASONALITY AND QUARTERLY RESULTS
The Companys net sales and net income have historically been subject to seasonal
fluctuations. Net sales and operating income typically reach their highest levels during the
fourth quarter of the fiscal year due to holiday business and the first quarter of the fiscal year
due to the redemption of gift cards sold during the holiday season. In addition, certain of the
Companys restaurants, particularly those located in Florida, typically experience an increase in
customer traffic during the period between Thanksgiving and Easter due to an increase in population
in these markets during that portion of the year. Certain of the Companys restaurants are located
in areas subject to hurricanes and tropical storms, which typically occur during the Companys
third and fourth quarters, and which can negatively affect the Companys net sales and operating
results. Quarterly results have been and will continue to be significantly impacted by the timing
of new restaurant openings and their associated pre-opening costs. As a result of these and other
factors, the Companys financial results for any given quarter may not be indicative of the results
that may be achieved for a full fiscal year. A summary of the Companys quarterly results for 2007
and 2006 appears in this Report immediately following the Notes to the Consolidated Financial
Statements.
23
Item 8. Financial Statements and Supplementary Data
INDEX OF FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page |
|
Report of Independent Registered Public Accounting Firm |
|
|
25 |
|
Consolidated statements of income Years ended December 30, 2007,
December 31, 2006 and January 1, 2006 |
|
|
26 |
|
Consolidated balance sheets December 30, 2007 and December 31, 2006 |
|
|
27 |
|
Consolidated statements of cash flows Years ended December 30, 2007,
December 31, 2006 and January 1, 2006 |
|
|
28 |
|
Consolidated statements of stockholders equity Years ended December 30, 2007,
December 31, 2006 and January 1, 2006 |
|
|
29 |
|
Notes to consolidated financial statements |
|
|
30-43 |
|
24
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
J. Alexanders Corporation:
We have audited the accompanying consolidated balance sheets of J. Alexanders Corporation
and subsidiaries as of December 30, 2007 and December 31, 2006, and the related consolidated
statements of income, stockholders equity, and cash flows for each of the years in the three
fiscal year period ended December 30, 2007. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of J. Alexanders Corporation and subsidiaries as of
December 30, 2007 and December 31, 2006, and the results of their operations and their cash flows
for each of the years in the three fiscal year period ended December 30, 2007, in conformity with
U.S. generally accepted accounting principles.
As discussed in Notes A and G to the consolidated financial statements, in 2006 the Company
changed its method of accounting for share-based payments. As discussed in Notes A and F to the
consolidated financial statements, the Company changed the manner in which it accounts for
uncertain tax positions in 2007.
/s/ KPMG LLP
Nashville, Tennessee
March 31, 2008
25
J. Alexanders Corporation and Subsidiaries
Consolidated Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
|
|
|
|
|
December 30 |
|
|
December 31 |
|
|
January 1 |
|
|
|
2007 |
|
|
2006 |
|
|
2006 |
|
Net sales |
|
$ |
141,268,000 |
|
|
$ |
137,658,000 |
|
|
$ |
126,617,000 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
45,871,000 |
|
|
|
44,777,000 |
|
|
|
41,503,000 |
|
Restaurant labor and related costs |
|
|
45,032,000 |
|
|
|
43,512,000 |
|
|
|
39,860,000 |
|
Depreciation and amortization of restaurant
property and equipment |
|
|
5,288,000 |
|
|
|
5,200,000 |
|
|
|
4,835,000 |
|
Other operating expenses |
|
|
27,687,000 |
|
|
|
26,871,000 |
|
|
|
24,846,000 |
|
|
|
|
|
|
|
|
|
|
|
Total restaurant operating expenses |
|
|
123,878,000 |
|
|
|
120,360,000 |
|
|
|
111,044,000 |
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
9,625,000 |
|
|
|
9,641,000 |
|
|
|
9,081,000 |
|
Pre-opening expense |
|
|
939,000 |
|
|
|
|
|
|
|
411,000 |
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
6,826,000 |
|
|
|
7,657,000 |
|
|
|
6,081,000 |
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(1,786,000 |
) |
|
|
(1,991,000 |
) |
|
|
(1,977,000 |
) |
Interest income |
|
|
582,000 |
|
|
|
425,000 |
|
|
|
207,000 |
|
Other, net |
|
|
72,000 |
|
|
|
94,000 |
|
|
|
114,000 |
|
|
|
|
|
|
|
|
|
|
|
Total other expense |
|
|
(1,132,000 |
) |
|
|
(1,472,000 |
) |
|
|
(1,656,000 |
) |
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
5,694,000 |
|
|
|
6,185,000 |
|
|
|
4,425,000 |
|
Income tax provision |
|
|
1,140,000 |
|
|
|
1,468,000 |
|
|
|
865,000 |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
4,554,000 |
|
|
$ |
4,717,000 |
|
|
$ |
3,560,000 |
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
.69 |
|
|
$ |
.72 |
|
|
$ |
.55 |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
.65 |
|
|
$ |
.69 |
|
|
$ |
.52 |
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
26
J. Alexanders Corporation and Subsidiaries
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
December 30 |
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
11,325,000 |
|
|
$ |
14,688,000 |
|
Accounts and notes receivable |
|
|
3,365,000 |
|
|
|
2,316,000 |
|
Inventories |
|
|
1,297,000 |
|
|
|
1,319,000 |
|
Deferred income taxes |
|
|
1,047,000 |
|
|
|
1,079,000 |
|
Prepaid expenses and other current assets |
|
|
1,596,000 |
|
|
|
1,192,000 |
|
|
|
|
|
|
|
|
Total Current Assets |
|
|
18,630,000 |
|
|
|
20,594,000 |
|
|
|
|
|
|
|
|
|
|
Other Assets |
|
|
1,341,000 |
|
|
|
1,249,000 |
|
Property
and Equipment, at cost, less accumulated depreciation
and amortization |
|
|
78,551,000 |
|
|
|
71,815,000 |
|
|
|
|
|
|
|
|
|
|
Deferred Income Taxes |
|
|
5,341,000 |
|
|
|
5,055,000 |
|
Intangible Assets and Deferred Charges, less accumulated amortization
of $599,000 and $693,000 at December 30, 2007 and December 31, 2006,
respectively |
|
|
716,000 |
|
|
|
701,000 |
|
|
|
|
|
|
|
|
|
|
$ |
104,579,000 |
|
|
$ |
99,414,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
5,885,000 |
|
|
$ |
4,962,000 |
|
Accrued expenses and other current liabilities |
|
|
5,123,000 |
|
|
|
5,528,000 |
|
Unearned revenue |
|
|
2,255,000 |
|
|
|
2,348,000 |
|
Current portion of long-term debt and obligations under capital leases |
|
|
955,000 |
|
|
|
889,000 |
|
|
|
|
|
|
|
|
Total Current Liabilities |
|
|
14,218,000 |
|
|
|
13,727,000 |
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Obligations Under Capital Leases, net of portion
classified as current |
|
|
21,349,000 |
|
|
|
22,304,000 |
|
|
|
|
|
|
|
|
|
|
Deferred Compensation Obligations |
|
|
1,823,000 |
|
|
|
1,622,000 |
|
|
|
|
|
|
|
|
|
|
Deferred Rent Obligations and Other Deferred Credits |
|
|
4,608,000 |
|
|
|
3,931,000 |
|
|
|
|
|
|
|
|
|
|
Stockholders Equity |
|
|
|
|
|
|
|
|
Common stock, par value $.05 per share: Authorized 10,000,000
shares; issued and outstanding 6,655,625 and 6,569,305 shares at
December 30, 2007 and December 31, 2006, respectively |
|
|
333,000 |
|
|
|
329,000 |
|
Preferred stock, no par value: Authorized 1,000,000 shares; none issued |
|
|
|
|
|
|
|
|
Additional paid-in capital |
|
|
35,764,000 |
|
|
|
34,905,000 |
|
Retained earnings |
|
|
26,484,000 |
|
|
|
22,596,000 |
|
|
|
|
|
|
|
|
Total Stockholders Equity |
|
|
62,581,000 |
|
|
|
57,830,000 |
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
104,579,000 |
|
|
$ |
99,414,000 |
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
27
J. Alexanders Corporation and Subsidiaries
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
|
|
|
|
|
December 30 |
|
|
December 31 |
|
|
January 1 |
|
|
|
2007 |
|
|
2006 |
|
|
2006 |
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
4,554,000 |
|
|
$ |
4,717,000 |
|
|
$ |
3,560,000 |
|
Adjustments to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization of property and equipment |
|
|
5,362,000 |
|
|
|
5,288,000 |
|
|
|
4,926,000 |
|
Amortization of deferred charges |
|
|
120,000 |
|
|
|
103,000 |
|
|
|
113,000 |
|
Deferred income tax benefit |
|
|
(254,000 |
) |
|
|
(663,000 |
) |
|
|
(907,000 |
) |
Share-based compensation expense |
|
|
240,000 |
|
|
|
84,000 |
|
|
|
|
|
Tax benefit from share-based compensation |
|
|
(309,000 |
) |
|
|
(62,000 |
) |
|
|
|
|
Other, net |
|
|
240,000 |
|
|
|
289,000 |
|
|
|
233,000 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts and notes receivable |
|
|
138,000 |
|
|
|
(345,000 |
) |
|
|
271,000 |
|
Taxes receivable |
|
|
(878,000 |
) |
|
|
(64,000 |
) |
|
|
|
|
Inventories |
|
|
22,000 |
|
|
|
32,000 |
|
|
|
(219,000 |
) |
Prepaid expenses and other current assets |
|
|
(404,000 |
) |
|
|
92,000 |
|
|
|
(93,000 |
) |
Deferred charges |
|
|
(135,000 |
) |
|
|
(4,000 |
) |
|
|
(32,000 |
) |
Accounts payable |
|
|
113,000 |
|
|
|
109,000 |
|
|
|
(188,000 |
) |
Accrued expenses and other current liabilities |
|
|
(396,000 |
) |
|
|
773,000 |
|
|
|
(615,000 |
) |
Unearned revenue |
|
|
(93,000 |
) |
|
|
63,000 |
|
|
|
(395,000 |
) |
Other long-term liabilities |
|
|
878,000 |
|
|
|
450,000 |
|
|
|
560,000 |
|
Note receivable Employee Stock Ownership Plan |
|
|
|
|
|
|
|
|
|
|
192,000 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
9,198,000 |
|
|
|
10,862,000 |
|
|
|
7,406,000 |
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(11,876,000 |
) |
|
|
(3,632,000 |
) |
|
|
(6,461,000 |
) |
Other, net |
|
|
(85,000 |
) |
|
|
(126,000 |
) |
|
|
(79,000 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(11,961,000 |
) |
|
|
(3,758,000 |
) |
|
|
(6,540,000 |
) |
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Payments on long-term debt and obligations
under capital leases |
|
|
(889,000 |
) |
|
|
(824,000 |
) |
|
|
(769,000 |
) |
Reduction of employee receivables - 1999 Loan Program |
|
|
|
|
|
|
376,000 |
|
|
|
95,000 |
|
Payment of cash dividend |
|
|
(657,000 |
) |
|
|
(653,000 |
) |
|
|
|
|
Exercise of stock options |
|
|
427,000 |
|
|
|
141,000 |
|
|
|
197,000 |
|
Payment of required withholding taxes on behalf of an
employee in connection with the net share settlement
of an employee stock option exercised |
|
|
(113,000 |
) |
|
|
|
|
|
|
|
|
Increase in bank overdraft |
|
|
323,000 |
|
|
|
309,000 |
|
|
|
1,682,000 |
|
Tax benefit from share-based compensation |
|
|
309,000 |
|
|
|
62,000 |
|
|
|
|
|
Payment of financing transaction costs |
|
|
|
|
|
|
(27,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(600,000 |
) |
|
|
(616,000 |
) |
|
|
1,205,000 |
|
|
|
|
|
|
|
|
|
|
|
(Decrease) Increase in Cash and Cash Equivalents |
|
|
(3,363,000 |
) |
|
|
6,488,000 |
|
|
|
2,071,000 |
|
Cash and cash equivalents at beginning of year |
|
|
14,688,000 |
|
|
|
8,200,000 |
|
|
|
6,129,000 |
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at End of Year |
|
$ |
11,325,000 |
|
|
$ |
14,688,000 |
|
|
$ |
8,200,000 |
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
28
J. Alexanders Corporation and Subsidiaries
Consolidated Statements of Stockholders Equity
Years Ended December 30, 2007, December 31, 2006 and January 1, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivable- |
|
Employee Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee |
|
|
Receivable- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
Stock |
|
|
1999 |
|
|
Total |
|
|
|
Outstanding |
|
|
Common |
|
|
Paid-In |
|
|
Retained |
|
|
Ownership |
|
|
Loan |
|
|
Stockholders |
|
|
|
Shares |
|
|
Stock |
|
|
Capital |
|
|
Earnings |
|
|
Plan |
|
|
Program |
|
|
Equity |
|
Balances at
January 2, 2005 |
|
|
6,460,199 |
|
|
$ |
324,000 |
|
|
$ |
34,312,000 |
|
|
$ |
15,629,000 |
|
|
$ |
(192,000 |
) |
|
$ |
(471,000 |
) |
|
$ |
49,602,000 |
|
Exercise of stock options,
including tax benefits |
|
|
71,215 |
|
|
|
3,000 |
|
|
|
309,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
312,000 |
|
Reduction of employee notes
receivable 1999
Loan Program |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95,000 |
|
|
|
95,000 |
|
Reduction of note receivable
Employee Stock Ownership
Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
192,000 |
|
|
|
|
|
|
|
192,000 |
|
Cash dividend declared, $.10
per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(653,000 |
) |
|
|
|
|
|
|
|
|
|
|
(653,000 |
) |
Other, net |
|
|
(292 |
) |
|
|
|
|
|
|
(1,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,000 |
) |
Net and comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,560,000 |
|
|
|
|
|
|
|
|
|
|
|
3,560,000 |
|
|
|
|
Balances at
January 1, 2006 |
|
|
6,531,122 |
|
|
|
327,000 |
|
|
|
34,620,000 |
|
|
|
18,536,000 |
|
|
|
|
|
|
|
(376,000 |
) |
|
|
53,107,000 |
|
Exercise of stock options,
including tax benefits |
|
|
38,183 |
|
|
|
2,000 |
|
|
|
201,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
203,000 |
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
84,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,000 |
|
Reduction of employee notes
receivable 1999
Loan Program |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
376,000 |
|
|
|
376,000 |
|
Cash
dividend declared, $.10 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(657,000 |
) |
|
|
|
|
|
|
|
|
|
|
(657,000 |
) |
Net and comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,717,000 |
|
|
|
|
|
|
|
|
|
|
|
4,717,000 |
|
|
|
|
Balances at
December 31, 2006 |
|
|
6,569,305 |
|
|
|
329,000 |
|
|
|
34,905,000 |
|
|
|
22,596,000 |
|
|
|
|
|
|
|
|
|
|
|
57,830,000 |
|
Exercise of stock options,
including tax benefits and net of settlement for withholding taxes |
|
|
86,320 |
|
|
|
4,000 |
|
|
|
619,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
623,000 |
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
240,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
240,000 |
|
Cash dividend declared, $.10
per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(666,000 |
) |
|
|
|
|
|
|
|
|
|
|
(666,000 |
) |
Net and comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,554,000 |
|
|
|
|
|
|
|
|
|
|
|
4,554,000 |
|
|
|
|
Balances at
December 30, 2007 |
|
|
6,655,625 |
|
|
$ |
333,000 |
|
|
$ |
35,764,000 |
|
|
$ |
26,484,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
62,581,000 |
|
|
|
|
See Notes to Consolidated Financial Statements.
29
J. Alexanders Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note A
Significant Accounting Policies
Basis of Presentation: The Consolidated Financial Statements include the accounts of J. Alexanders
Corporation and its wholly-owned subsidiaries (the Company). At December 30, 2007, the Company
owned and operated 30 J. Alexanders restaurants in 12 states throughout the United States. All
significant intercompany accounts and transactions have been eliminated in consolidation.
Fiscal Year: The Companys fiscal year ends on the Sunday closest to December 31 and each quarter
typically consists of thirteen weeks.
Cash Equivalents: Cash equivalents consist of highly liquid investments with an original maturity
of three months or less when purchased.
Accounts Receivable: Accounts receivable are primarily related to income taxes due from
governmental agencies and payments due from third party credit card issuers for purchases made by
guests using the issuers credit cards. The issuers typically pay the Company within three to four
days of a credit card transaction.
Inventories: Inventories are valued at the lower of cost or market, with cost being determined on
a first-in, first-out basis.
Property and Equipment: Depreciation and amortization are provided on the straight-line method over
the following estimated useful lives: buildings 30 years,
restaurant and other equipment two to
10 years, and capital leases and leasehold improvements lesser of life of assets or terms of
leases, generally including renewal options.
Rent Expense: The Company recognizes rent expense on a straight-line basis over the expected lease
term, including cancelable option periods when the Company believes it is reasonably assured that
it will exercise its options because failure to do so would result in an economic penalty to the
Company. Prior to 2006, rent expense incurred during the construction period for a leased
restaurant location was capitalized as a component of property and equipment. Beginning in 2006,
rent expense incurred during the construction period has been included in pre-opening expense. The
lease term commences on the date when the Company takes possession of or is given control of the
leased property. Percentage rent expense is generally based upon sales levels, and is typically
accrued when it is deemed probable that it will be payable. The Company records tenant improvement
allowances received from landlords under operating leases as deferred rent obligations.
Deferred Charges: Debt issue costs are amortized principally by the interest method over the life
of the related debt.
Income Taxes: Income taxes are accounted for under the asset and liability method. Deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.
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.
Earnings Per Share: The Company accounts for earnings per share in accordance with Statement of
Financial Accounting Standards (SFAS) No. 128, Earnings Per Share.
Revenue Recognition: Restaurant revenues are recognized when food and service are provided.
Unearned revenue
30
represents the liability for gift cards which have been sold but not redeemed.
Upon redemption, net sales are recorded and the liability is reduced by the amount of 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 Consolidated
Statements of Income. The Company discontinued the deduction of service charges from gift card
balances after October 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.
Breakage of $300,000 and $266,000 related to gift cards was recorded in 2007 and 2006,
respectively. In 2005, the Company recorded breakage of $168,000 in connection with gift cards
that were more than 24 months old and $366,000 in connection with the remaining balance of gift
certificates issued prior to 2001.
Sales Taxes: Revenues are presented net of sales taxes. The obligation for sales taxes is
included in accrued expenses and other current liabilities until the taxes are remitted to the
appropriate taxing authorities.
Pre-opening Expense: The Company accounts for pre-opening costs by expensing such costs as they
are incurred.
Fair Value of Financial Instruments: The following methods and assumptions were used by the Company
in estimating its fair value disclosures for financial instruments:
Cash and cash equivalents, accounts receivable, inventory, accounts payable and accrued
expenses and other current liabilities: The carrying amounts reported in the Consolidated
Balance Sheets approximate fair value due to the short maturity of these instruments.
Long-term debt: The fair value of long-term mortgage financing and the equipment note
payable is determined using current applicable interest rates for similar instruments and
collateral as of the balance sheet date (see Note D). Fair value of other long-term debt
was estimated to approximate its carrying amount.
Contingent liabilities: In connection with the sale of its Mrs. Winners Chicken & Biscuit
restaurant operations and the disposition of its Wendys restaurant operations, the Company
remains secondarily liable for certain real property leases. The Company does not believe it
is practicable to estimate the fair value of these contingencies and does not believe any
significant loss is likely.
Development Costs: Certain direct and indirect costs are capitalized as building and leasehold
improvement costs in conjunction with capital improvement projects at existing restaurants and
acquiring and developing new J. Alexanders restaurant sites. Such costs are amortized over the
life of the related asset. Development costs of $249,000, $131,000 and $179,000 were capitalized
during 2007, 2006 and 2005, respectively.
Advertising Costs: The Company charges costs of advertising to expense at the time the costs are
incurred. Advertising expense was $39,000 in 2007 and 2006 and totaled $33,000 in 2005.
Share-Based Compensation: The Company grants to certain employees and directors stock options which
typically are for a fixed number of shares and which typically have an exercise price equal to or
greater than the fair value of the shares at the date of grant. The Company accounted for stock
option grants in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees (APB 25), and related interpretations for fiscal 2005 and prior.
Accordingly, no compensation expense was generally recognized for stock option grants for those
periods.
On January 2, 2006, the Company adopted the provisions of SFAS No. 123 (revised 2004),
Share-Based Payment (SFAS 123R), and U.S. Securities and Exchange Commission (SEC) Staff
Accounting Bulletin No. 107, Share-Based Payment (SAB 107), requiring the measurement and
recognition of all share-based compensation under the fair value method. The Company implemented
SFAS 123R using the modified prospective transition method, which does not result in the
restatement of previously issued financial statements.
31
The following table represents the effect on net income and earnings per share if the Company
had applied the fair value based SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No.
123), to stock-based compensation:
|
|
|
|
|
|
|
Year Ended |
|
|
|
January 1, 2006 |
|
Net income, as reported |
|
$ |
3,560,000 |
|
Deduct: Stock-based compensation expense
determined under fair value methods for all
awards, net of related tax effects |
|
|
(881,000 |
) |
|
|
|
|
Pro forma net income |
|
$ |
2,679,000 |
|
|
|
|
|
Earnings per share: |
|
|
|
|
Basic, as reported |
|
$ |
.55 |
|
Basic, pro forma |
|
$ |
.41 |
|
Diluted, as reported |
|
$ |
.52 |
|
Diluted, pro forma |
|
$ |
.39 |
|
Weighted average shares used in computation: |
|
|
|
|
Basic |
|
|
6,489,000 |
|
Diluted |
|
|
6,801,000 |
|
For purposes of pro forma disclosures, the estimated fair value of stock-based compensation
plans and other options is amortized to expense primarily over the vesting period. See Note G for
further discussion of the Companys stock-based compensation.
Use of Estimates in Financial Statements: The preparation of the Consolidated Financial Statements
requires management of the Company to make a number of estimates and assumptions relating to the
reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the Consolidated Financial Statements and the reported amounts of revenues and
expenses during the reporting periods. Significant items subject to such estimates and assumptions
include those related to the Companys accounting for gift card and gift certificate breakage,
determination of the valuation allowance relative to the Companys deferred tax assets, estimates
of useful lives of property and equipment and leasehold improvements, determination of lease terms
and accounting for impairment losses, contingencies and litigation. Actual results could differ
from the estimates used.
Impairment: In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, long-lived assets, including restaurant property and equipment, are reviewed
for impairment whenever events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected
to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash
flows, an impairment charge is recognized for the amount by which the carrying amount of the asset
exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the
balance sheet and reported at the lower of the carrying amount or fair value less costs to sell,
and no longer depreciated. The assets and liabilities of a disposal group classified as held for
sale would be presented separately in the appropriate asset and liability sections of the balance
sheet.
Comprehensive Income: Total comprehensive income was comprised solely of net income for all periods
presented.
Business Segments: In accordance with the requirements of SFAS No. 131, Disclosures About Segments
of an Enterprise and Related Information, management has determined that the Company operates in
only one segment.
Recent Accounting Pronouncements: In 2006, the Financial Accounting Standards Board (FASB)
issued SFAS 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
32
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, except for nonfinancial assets and liabilities
that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis,
which have been deferred for one year. The Company does not expect the impact of this Statement to
have a material effect on its 2008 Consolidated Financial Statements.
In February 2007, the FASB issued SFAS 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 does not expect the impact of this Statement to have a material effect 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 Consolidated 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 Consolidated Financial Statements upon adoption.
Note B
- Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
|
|
|
|
|
December 30 |
|
|
December 31 |
|
|
January 1 |
|
|
|
2007 |
|
|
2006 |
|
|
2006 |
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (numerator for basic and diluted
earnings per share) |
|
$ |
4,554,000 |
|
|
$ |
4,717,000 |
|
|
$ |
3,560,000 |
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares (denominator for basic earnings
per share) |
|
|
6,617,000 |
|
|
|
6,551,000 |
|
|
|
6,489,000 |
|
Effect of dilutive securities |
|
|
365,000 |
|
|
|
288,000 |
|
|
|
325,000 |
|
|
|
|
|
|
|
|
|
|
|
Adjusted weighted average shares and assumed conversions
(denominator for diluted earnings per share) |
|
|
6,982,000 |
|
|
|
6,839,000 |
|
|
|
6,814,000 |
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
.69 |
|
|
$ |
.72 |
|
|
$ |
.55 |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
.65 |
|
|
$ |
.69 |
|
|
$ |
.52 |
|
|
|
|
|
|
|
|
|
|
|
In situations where the exercise price of outstanding options is greater than the average
market price of common shares, such options are excluded from the computation of diluted earnings
per share because of their antidilutive impact. A total of 228,000, 182,000 and 145,000 options
were excluded from the computation of diluted earnings per share in 2007, 2006 and 2005,
respectively.
Note C
- Property and Equipment
Balances of major classes of property and equipment are as follows:
33
|
|
|
|
|
|
|
|
|
|
|
December 30 |
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
Land |
|
$ |
15,848,000 |
|
|
$ |
15,848,000 |
|
Buildings |
|
|
40,075,000 |
|
|
|
39,665,000 |
|
Buildings under capital leases |
|
|
375,000 |
|
|
|
375,000 |
|
Leasehold improvements |
|
|
41,089,000 |
|
|
|
33,380,000 |
|
Restaurant and other equipment |
|
|
26,102,000 |
|
|
|
24,158,000 |
|
Construction in progress (estimated cost to complete
at December 30, 2007, $12,500,000) |
|
|
760,000 |
|
|
|
300,000 |
|
|
|
|
|
|
|
|
|
|
|
124,249,000 |
|
|
|
113,726,000 |
|
Less accumulated depreciation and amortization |
|
|
45,698,000 |
|
|
|
41,911,000 |
|
|
|
|
|
|
|
|
|
|
$ |
78,551,000 |
|
|
$ |
71,815,000 |
|
|
|
|
|
|
|
|
The Company accrued obligations for fixed asset additions of $610,000, $123,000, $550,000 and
$123,000 at December 30, 2007, December 31, 2006, January 1, 2006 and January 2, 2005,
respectively. These transactions were subsequently reflected in the Companys Consolidated
Statements of Cash Flows at the time cash was exchanged.
Note D
- Long-Term Debt and Obligations Under Capital Leases
Long-term debt and obligations under capital leases at December 30, 2007 and December 31,
2006, are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30, 2007 |
|
December 31, 2006 |
|
|
Current |
|
Long-Term |
|
Current |
|
Long-Term |
Mortgage loan, 8.6% interest, payable through 2022
|
|
$
|
777,000 |
|
|
$
|
21,101,000 |
|
|
$ |
721,000 |
|
|
$ |
21,879,000 |
|
Equipment note payable, 4.97% interest, payable
through 2009
|
|
|
165,000
|
|
|
|
14,000 |
|
|
|
157,000 |
|
|
|
179,000 |
|
Obligation under capital lease, 9.9% interest,
payable through 2015
|
|
|
13,000 |
|
|
|
234,000 |
|
|
|
11,000 |
|
|
|
246,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
955,000 |
|
|
$ |
21,349,000 |
|
|
$ |
889,000 |
|
|
$ |
22,304,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate maturities of long-term debt for the five years succeeding December 30, 2007, are as
follows: 2008 - $955,000; 2009 - $877,000; 2010 - $955,000; 2011 -
$1,038,000; 2012 - $1,123,000.
The Companys mortgage loan, which was obtained in 2002 in the original amount of $25,000,000,
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 be maintained for the restaurants
securing the loan and that the Companys leverage ratio not exceed a specified level. The Company
was in compliance with all such provisions as of both December 30, 2007 and December 31, 2006. The
loan became pre-payable without penalty on October 30, 2007. 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 $23,629,000 at December 30, 2007. The real property at these
locations is owned by JAX Real Estate, LLC, the entity which is the borrower under the loan
agreement and which leases the properties 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.
In addition to JAX Real Estate, LLC, other wholly-owned subsidiaries of the Company, JAX RE
Holdings, LLC and JAX Real Estate Management, Inc., act as a holding company and a member of the
board of managers of JAX Real Estate, LLC, respectively. While all of these subsidiaries are
included in the Companys Consolidated Financial Statements, each of them 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.
The Company also maintains a secured bank line of credit agreement which is available for
financing capital expenditures related to the development of new restaurants and for general
operating purposes. During 2006, the Company entered into an amendment to the loan agreement
increasing the maximum available credit under the agreement to $10 million from $5 million and
extending the maturity date to July 1, 2009 unless it is converted to a term loan under the
provisions of the agreement prior to May 1, 2009. The line of credit is secured by mortgages on
34
the real estate of two of the Companys restaurant locations with an aggregate book value of
$7,346,000 at December 30, 2007. In connection with the increased credit availability, the Company
also agreed not to encumber, sell or transfer four other fee-owned properties. Provisions of the
loan agreement, as amended, 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 in a permitted range. There were no borrowings
outstanding under the line as of December 30, 2007 or December 31, 2006.
In 2004, the Company obtained $750,000 of long-term equipment financing. The note payable
related to the financing has an interest rate of 4.97% and is payable in equal monthly installments
of principle and interest of approximately $14,200 through January 2009. The note payable is
secured by restaurant equipment at one of the Companys restaurants.
Cash interest payments amounted to $1,885,000, $1,946,000 and $2,021,000 in 2007, 2006 and
2005, respectively. Interest costs of $137,000 and $65,000 were capitalized as part of building and
leasehold costs in 2007 and 2005, respectively. No interest costs were capitalized during 2006.
The carrying value and estimated fair value of the Companys mortgage loan were $21,878,000
and $22,836,000, respectively, at December 30, 2007 compared to $22,600,000 and $24,479,000,
respectively, at December 31, 2006. With respect to the equipment note payable, the carrying value
and estimated fair value were $179,000 and $176,000, respectively, at December 30, 2007 compared to
$336,000 and $327,000, respectively, at December 31, 2006.
Note E
Leases
At December 30, 2007, the Company was lessee under both ground leases (the Company leases the
land and builds its own buildings) and improved leases (lessor owns the land and buildings) for
restaurant locations. These leases are generally operating leases.
Real estate lease terms are generally for 15 to 20 years and, in many cases, provide for rent
escalations and for one or more five-year renewal options. The Company is generally obligated for
the cost of property taxes, insurance and maintenance. Certain real property leases provide for
contingent rentals based upon a percentage of sales. In addition, the Company is lessee under other
noncancelable operating leases, principally for office space.
Accumulated amortization of buildings under capital leases totaled $141,000 at December 30,
2007 and $108,000 at December 31, 2006. Amortization of leased assets is included in depreciation
and amortization expense.
Total rental expense amounted to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
|
|
December 30 |
|
|
December 31 |
|
|
January 1 |
|
|
|
2007 |
|
|
2006 |
|
|
2006 |
|
Minimum rentals under operating leases |
|
$ |
3,431,000 |
|
|
$ |
3,214,000 |
|
|
$ |
2,913,000 |
|
Contingent rentals |
|
|
119,000 |
|
|
|
101,000 |
|
|
|
113,000 |
|
Less: Sublease rentals |
|
|
|
|
|
|
(64,000 |
) |
|
|
(100,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,550,000 |
|
|
$ |
3,251,000 |
|
|
$ |
2,926,000 |
|
|
|
|
|
|
|
|
|
|
|
At December 30, 2007, future minimum lease payments under capital leases and noncancelable
operating leases (excluding renewal options) with initial terms of one year or more are as follows:
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
Operating |
|
|
|
|
|
Leases |
|
|
Leases |
|
2008 |
|
|
|
$ |
36,000 |
|
|
$ |
3,333,000 |
|
2009 |
|
|
|
|
36,000 |
|
|
|
3,681,000 |
|
2010 |
|
|
|
|
54,000 |
|
|
|
3,731,000 |
|
2011 |
|
|
|
|
56,000 |
|
|
|
3,686,000 |
|
2012 |
|
|
|
|
56,000 |
|
|
|
3,395,000 |
|
Thereafter |
|
|
|
|
116,000 |
|
|
|
23,380,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Total minimum payments |
|
|
354,000 |
|
|
$ |
41,206,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less imputed interest |
|
|
(107,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present value of minimum rental payments |
|
|
247,000 |
|
|
|
|
|
|
|
Less current maturities at December 30, 2007 |
|
|
(13,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term obligations at December 30, 2007 |
|
$ |
234,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note F
Income Taxes
Significant components of the Companys income tax provision are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
|
|
December 30 |
|
|
December 31 |
|
|
January 1 |
|
|
|
2007 |
|
|
2006 |
|
|
2006 |
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
1,128,000 |
|
|
$ |
1,688,000 |
|
|
$ |
1,439,000 |
|
State |
|
|
266,000 |
|
|
|
443,000 |
|
|
|
333,000 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,394,000 |
|
|
|
2,131,000 |
|
|
|
1,772,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
(106,000 |
) |
|
|
(607,000 |
) |
|
|
(673,000 |
) |
State |
|
|
(148,000 |
) |
|
|
(56,000 |
) |
|
|
(234,000 |
) |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
(254,000 |
) |
|
|
(663,000 |
) |
|
|
(907,000 |
) |
|
|
|
|
|
|
|
|
|
|
Income tax provision |
|
$ |
1,140,000 |
|
|
$ |
1,468,000 |
|
|
$ |
865,000 |
|
|
|
|
|
|
|
|
|
|
|
The Companys effective tax rate differed from the federal statutory rate as set forth in the
following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
|
|
December 30 |
|
|
December 31 |
|
|
January 1 |
|
|
|
2007 |
|
|
2006 |
|
|
2006 |
|
Tax expense computed at federal statutory rate (34%) |
|
$ |
1,936,000 |
|
|
$ |
2,103,000 |
|
|
$ |
1,504,000 |
|
State income taxes, net of federal benefit |
|
|
166,000 |
|
|
|
255,000 |
|
|
|
146,000 |
|
Effect of tax credits |
|
|
(1,071,000 |
) |
|
|
(833,000 |
) |
|
|
(695,000 |
) |
Decrease in valuation allowance |
|
|
(11,000 |
) |
|
|
(10,000 |
) |
|
|
(186,000 |
) |
Other, net |
|
|
120,000 |
|
|
|
(47,000 |
) |
|
|
96,000 |
|
|
|
|
|
|
|
|
|
|
|
Income tax provision |
|
$ |
1,140,000 |
|
|
$ |
1,468,000 |
|
|
$ |
865,000 |
|
|
|
|
|
|
|
|
|
|
|
The Company made net income tax payments of $2,005,000, $2,058,000 and $1,528,000 in 2007,
2006 and 2005, respectively.
Deferred income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used
for income tax purposes. Significant components of the Companys deferred tax liabilities and
assets as of December 30, 2007 and December 31, 2006, are as follows:
36
|
|
|
|
|
|
|
|
|
|
|
December 30 |
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Deferred gain on involuntary conversion |
|
$ |
45,000 |
|
|
$ |
45,000 |
|
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
45,000 |
|
|
|
45,000 |
|
|
|
|
|
|
|
|
|
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Deferred compensation accruals |
|
|
693,000 |
|
|
|
619,000 |
|
Book over tax depreciation |
|
|
1,204,000 |
|
|
|
708,000 |
|
Compensation related to variable stock option award |
|
|
216,000 |
|
|
|
216,000 |
|
Net operating loss carryforwards |
|
|
130,000 |
|
|
|
117,000 |
|
Tax credit carryforwards |
|
|
3,898,000 |
|
|
|
4,688,000 |
|
Deferred rent obligations |
|
|
1,639,000 |
|
|
|
1,463,000 |
|
Other - net |
|
|
365,000 |
|
|
|
91,000 |
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
8,145,000 |
|
|
|
7,902,000 |
|
Valuation allowance for deferred tax assets |
|
|
(1,712,000 |
) |
|
|
(1,723,000 |
) |
|
|
|
|
|
|
|
|
|
|
6,433,000 |
|
|
|
6,179,000 |
|
|
|
|
|
|
|
|
Net deferred tax assets |
|
$ |
6,388,000 |
|
|
$ |
6,134,000 |
|
|
|
|
|
|
|
|
At December 30, 2007, the Company had tax credit carryforwards of $3,898,000 available to
reduce future federal income taxes. These carryforwards consist of FICA tip credits which expire
in the years 2025 through 2027 and alternative minimum tax credits which may be carried forward
indefinitely. In addition, the Company had net operating loss carryforwards of $3,941,000
available to reduce state income taxes which expire from 2010 to 2016. The use of these net
operating losses is limited to the future taxable earnings of certain of the Companys
subsidiaries.
SFAS No. 109, Accounting for Income Taxes, establishes procedures to measure deferred tax
assets and liabilities and assess whether a valuation allowance relative to existing deferred tax
assets is necessary. 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 years 2005 through 2007 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. As a result, the beginning of the year valuation allowance was reduced
by $122,000 for 2005, with a corresponding credit made to the Companys income tax provision for
that year. The valuation allowance provided for these items decreased by $11,000 during 2007 and
$10,000 in 2006 and totaled $1,712,000 at December 30, 2007. 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. It is the Companys
belief that it is more likely than not that its net deferred tax assets will be realized.
In connection with the provisions of FIN 48, the Company has analyzed its 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 2004 through 2006 tax years. The periods subject to examination for the
Companys state returns are the tax years 2003 through 2006.
Upon adopting the provisions of FIN 48 as of January 1, 2007, the Company believed that its
income tax filing positions and deductions would be sustained on audit and did not anticipate any
adjustments that would result in a material change to its financial position. Therefore, no
reserves for uncertain income tax positions were recorded pursuant to the adoption of FIN 48. In
addition, the Company did not record a cumulative effect adjustment related to the adoption of FIN
48. During the fourth quarter of 2007, the Company took a tax position that increased the liability
for uncertain tax positions by $593,000. A reconciliation of the beginning and ending amount of
unrecognized tax benefits is as follows:
|
|
|
|
|
Balance at January 1, 2007 |
|
$ |
|
|
Additions based on tax positions taken during a prior period |
|
|
|
|
Additions based on tax positions taken during the current period |
|
|
593,000 |
|
Reductions related to lapse of applicable statute of limitations |
|
|
|
|
|
|
|
|
Balance at December 30, 2007 |
|
$ |
593,000 |
|
|
|
|
|
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 or December 30, 2007 and no significant interest or penalty amounts recognized
during fiscal 2007.
37
Note G
- Stock Options and Benefit Plans
Under
the Companys Amended and Restated 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 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 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 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 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.
Share-based compensation expense totaling $240,000 and $84,000 was recognized for 2007 and
2006, respectively. During 2007, the Company recorded a deferred tax benefit of $56,000 related to
share-based compensation expense.
The adoption of SFAS 123R had no cumulative change effect on reported basic and diluted
earnings per share. At December 30, 2007, the Company had $1,067,000 of unrecognized compensation
cost related to share-based payments which is expected to be recognized over a weighted-average
period of approximately 3.3 years.
The Company uses the Black-Scholes option pricing model to estimate the fair value of
share-based awards and used the following weighted-average assumptions for the indicated periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
|
December 30, 2007 |
|
December 31, 2006 |
|
January 1, 2006 |
Dividend Yield |
|
|
0.76 |
% |
|
|
1.22 |
% |
|
|
1.22 |
% |
Volatility Factor |
|
|
.3128 |
|
|
|
.4001 |
|
|
|
.4005 |
|
Risk-Free Interest Rate |
|
|
4.55 |
% |
|
|
4.56 |
% |
|
|
4.44 |
% |
Expected Life of Options (in years) |
|
|
4.8 |
|
|
|
6.4 |
|
|
|
5.6 |
|
Weighted-Average Grant Date Fair Value |
|
$ |
3.86 |
|
|
$ |
3.43 |
|
|
$ |
3.10 |
|
38
The expected life of options granted during 2007 was calculated in accordance with the
simplified method described in Staff Accounting Bulletin Topic 14.D.2.
A summary of options under the Companys option plans is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
|
Exercise |
|
Options |
|
Shares |
|
|
Option Prices |
|
|
Price |
|
Outstanding at January 2, 2005 |
|
|
725,527 |
|
|
$ |
2.08- $9.88 |
|
|
$ |
4.31 |
|
Issued |
|
|
272,500 |
|
|
|
8.22- 9.50 |
|
|
|
8.56 |
|
Exercised |
|
|
(71,215 |
) |
|
|
2.08- 4.25 |
|
|
|
2.80 |
|
Expired or canceled |
|
|
(58,669 |
) |
|
|
4.25- 9.75 |
|
|
|
9.05 |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at January 1, 2006 |
|
|
868,143 |
|
|
|
2.24- 9.88 |
|
|
|
5.45 |
|
Issued |
|
|
99,000 |
|
|
|
8.21- 8.67 |
|
|
|
8.23 |
|
Exercised |
|
|
(38,183 |
) |
|
|
2.24- 8.22 |
|
|
|
3.68 |
|
Expired or canceled |
|
|
(28,000 |
) |
|
|
3.44- 9.88 |
|
|
|
7.74 |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006 |
|
|
900,960 |
|
|
|
2.24- 9.50 |
|
|
|
5.76 |
|
Issued |
|
|
305,000 |
|
|
|
13.09- 15.00 |
|
|
|
14.19 |
|
Exercised |
|
|
(94,828 |
) |
|
|
2.24- 8.19 |
|
|
|
4.50 |
|
Expired or canceled |
|
|
(44,000 |
) |
|
|
2.24- 8.75 |
|
|
|
8.26 |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 30, 2007 |
|
|
1,067,132 |
|
|
$ |
2.24- $15.00 |
|
|
$ |
8.18 |
|
|
|
|
|
|
|
|
|
|
|
Options exercisable and shares available for future grant were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30 |
|
December 31 |
|
January 1 |
|
|
2007 |
|
2006 |
|
2006 |
Options exercisable |
|
|
689,132 |
|
|
|
813,960 |
|
|
|
841,799 |
|
Shares available for grant |
|
|
152,169 |
|
|
|
113,169 |
|
|
|
186,169 |
|
The aggregate intrinsic value of stock options represents the total pre-tax intrinsic value
(the difference between the Companys closing stock price at fiscal year-end and the exercise
price, multiplied by the number of in-the-money options) that would have been received by the
option holders had all option holders exercised their options on the fiscal year-end date. This
amount changes based on the fair market value of the Companys stock. The aggregate intrinsic
value of options outstanding at December 30, 2007 was $3.2 million, and the aggregate intrinsic
value of options exercisable at that date totaled $3.1 million. The total intrinsic value of
options exercised was $807,000, $183,000 and $396,000 for 2007, 2006 and 2005, respectively, and
the Company recorded benefits of tax deductions in excess of recognized compensation costs totaling
$309,000, $62,000 and $114,000 in 2007, 2006 and 2005, respectively.
The following table summarizes the Companys non-vested stock option activity for the year
ended December 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
Number of |
|
|
Grant-Date |
|
|
|
Shares |
|
|
Fair Value |
|
Non-vested stock options at December 31, 2006 |
|
|
87,000 |
|
|
$ |
3.45 |
|
Granted |
|
|
305,000 |
|
|
|
3.86 |
|
Vested |
|
|
(5,000 |
) |
|
|
4.39 |
|
Forfeited |
|
|
(9,000 |
) |
|
|
3.34 |
|
|
|
|
|
|
|
|
Non-vested stock options at December 30, 2007 |
|
|
378,000 |
|
|
$ |
3.76 |
|
|
|
|
|
|
|
|
39
The following table summarizes information about the Companys stock options outstanding at
December 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
|
Options Exercisable |
|
|
|
|
|
|
|
Number |
|
|
|
|
|
|
|
|
|
|
Number |
|
|
|
|
|
|
|
|
|
|
Outstanding at |
|
|
Weighted |
|
|
Weighted |
|
|
Exercisable at |
|
|
Weighted |
|
Range of |
|
|
|
|
December 30 |
|
|
Average Remaining |
|
|
Average Exercise |
|
|
December 30 |
|
|
Average |
|
Exercise Prices |
|
|
|
|
2007 |
|
|
Contractual Life |
|
|
Price |
|
|
2007 |
|
|
Exercise Price |
|
$ |
2.24- $2.25 |
|
|
|
|
|
55,000 |
|
|
3.2 years |
|
$ |
2.25 |
|
|
|
55,000 |
|
|
$ |
2.25 |
|
|
2.75- 3.44 |
|
|
|
|
|
120,932 |
|
|
.8 years |
|
|
2.77 |
|
|
|
120,932 |
|
|
|
2.77 |
|
|
3.88- 5.69 |
|
|
|
|
|
226,700 |
|
|
2.4 years |
|
|
3.98 |
|
|
|
226,700 |
|
|
|
3.98 |
|
|
7.61- 9.50 |
|
|
|
|
|
359,500 |
|
|
7.9 years |
|
|
8.45 |
|
|
|
286,500 |
|
|
|
8.51 |
|
|
13.09- 15.00 |
|
|
|
|
|
305,000 |
|
|
6.4 years |
|
|
14.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2.24- $15.00 |
|
|
|
|
|
1,067,132 |
|
|
|
|
|
|
$ |
8.18 |
|
|
|
689,132 |
|
|
$ |
5.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at December 31, 2006 and January 1, 2006 had weighted average exercise
prices of $5.49 and $5.46, respectively.
The Company has an Employee Stock Purchase Plan under which 75,547 shares of the Companys
common stock are available for issuance. No shares have been issued under the plan since 1997.
The Company has Salary Continuation Agreements which provide retirement and death benefits to
executive officers. The expense recognized under these agreements was
$201,000, $203,000 and
$137,000 in 2007, 2006 and 2005, respectively.
The Company has a Savings Incentive and Salary Deferral Plan under Section 401(k) of the
Internal Revenue Code which allows qualifying employees to defer a portion of their income on a
pre-tax basis through contributions to the plan. All Company employees with at least 1,000 hours
of service during the twelve month period subsequent to their hire date, or any calendar year
thereafter, and who are at least 21 years of age are eligible to participate. For each dollar of
participant contributions, up to 3% of each participants salary, the Company makes a minimum 25%
matching contribution to the plan. The Companys matching contributions totaled $63,000, $51,000
and $50,000 for fiscal years 2007, 2006 and 2005, respectively.
In 1999, the Company established the 1999 Loan Program (Loan Program) to allow eligible
employees to make purchases of the Companys common stock. All employee borrowings were used
exclusively for that purpose and accrued interest at the rate of 3% annually until paid in full.
Interest related to borrowings under the Loan Program was payable quarterly until December 31, 2006
at which time the entire unpaid principal amount and unpaid interest became due. As of January 1,
2006, notes receivable under the Loan Program totaled $376,000 and were reported as a reduction
from the Companys stockholders equity. All balances outstanding under the notes receivable had
been repaid as of December 31, 2006. For purposes of computing earnings per share, the shares
purchased through the Loan Program have been included as outstanding shares in the weighted average
share calculation.
Note H Employee Stock Ownership Plan
In 1992, the Company established an Employee Stock Ownership Plan (ESOP) which purchased
shares of the Companys common stock from a trust created by the late Jack C. Massey, the Companys
former Board Chairman, and the Jack C. Massey Foundation. The Company originally funded the ESOP
by loaning it an amount equal to the purchase price, with the loan secured by a pledge of the
unallocated stock held by the ESOP. In subsequent years the Company made contributions to the ESOP
which allowed the ESOP to repay its loan and related interest to the Company. As the ESOP loan was
repaid, shares of stock were allocated to participants accounts in proportion to their
compensation for each year. The note receivable from the ESOP was paid in full during 2005 and all
shares had been allocated to eligible participants as of January 1, 2006.
40
All Company employees with at least 1,000 hours of service during the twelve month period
subsequent to their hire date, or any calendar year thereafter, and who are at least 21 years of
age, are eligible to participate in the ESOP. Five years of service with the Company are
generally required for a participants account to vest.
During 2007, a $50,000 contribution to the ESOP was approved by the Companys Board of
Directors resulting in recognition of $50,000 of compensation expense. Compensation expense of
$192,000 was recorded with respect to the Companys contributions to the ESOP in 2005. The
Company made no contribution to the ESOP in 2006. The ESOP held 211,525 shares of the Companys
common stock at December 30, 2007. For purposes of computing earnings per share, the shares
originally purchased by the ESOP are included as outstanding shares in the weighted average share
calculation.
Note I
- Shareholder Rights Plan
The Companys Board of Directors has adopted a shareholder rights plan intended to protect the
interests of the Companys shareholders if the Company is confronted with coercive or unfair
takeover tactics, by encouraging third parties interested in acquiring the Company to negotiate
with the Board of Directors.
The shareholder rights plan is a plan by which the Company has distributed rights (Rights)
to purchase (at the rate of one Right per share of common stock) one-hundredth of a share of no par
value Series A Junior Preferred (a Unit) at an exercise price of $12.00 per Unit. The Rights are
attached to the common stock and may be exercised only if a person or group acquires 20% of the
outstanding common stock or initiates a tender or exchange offer that would result in such person
or group acquiring 10% or more of the outstanding common stock. Upon such an event, the Rights
flip-in and each holder of a Right will thereafter have the right to receive, upon exercise,
common stock having a value equal to two times the exercise price. All Rights beneficially owned by
the acquiring person or group triggering the flip-in will be null and void. Additionally, if a
third party were to take certain action to acquire the Company, such as a merger or other business
combination, the Rights would flip-over and entitle the holder to acquire shares of the acquiring
person with a value of two times the exercise price. The Rights are redeemable by the Company at
any time before they become exercisable for $0.01 per Right and expire May 16, 2009. In order to
prevent dilution, the exercise price and number of Rights per share of common stock will be
adjusted to reflect splits and combinations of, and common stock dividends on, the common stock.
During 1999, the shareholder rights plan was amended by altering the definition of acquiring
person to specify that Solidus LLC, a predecessor to Solidus Company, L.P., and its affiliates shall
not be or become an acquiring person as the result of its acquisition of Company stock in excess of
20% or more of Company common stock outstanding. E. Townes Duncan, a director of the Company, is
the Chief Executive Officer of Solidus General Partner, LLC which is the general partner of Solidus
Company, L.P.
Note J
- 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 eight years. The
total estimated amount of lease payments remaining on these 15 leases at December 30, 2007 was
approximately $2.4 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 20 leases at December 30, 2007, was
approximately $1.1 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 nine leases as of
December 30, 2007, was approximately $.7 million.
41
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 K
- Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities included the following:
|
|
|
|
|
|
|
|
|
|
|
December 30 |
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
Taxes, other than income taxes |
|
$ |
1,884,000 |
|
|
$ |
1,813,000 |
|
Salaries, wages, vacation and incentive compensation |
|
|
1,266,000 |
|
|
|
1,745,000 |
|
Insurance |
|
|
304,000 |
|
|
|
387,000 |
|
Interest |
|
|
151,000 |
|
|
|
165,000 |
|
Cash dividend payable |
|
|
666,000 |
|
|
|
657,000 |
|
Utilities |
|
|
218,000 |
|
|
|
205,000 |
|
Other |
|
|
634,000 |
|
|
|
556,000 |
|
|
|
|
|
|
|
|
|
|
$ |
5,123,000 |
|
|
$ |
5,528,000 |
|
|
|
|
|
|
|
|
Note L
- Intangible Assets and Deferred Charges
Intangible assets recorded on the accompanying Consolidated Balance Sheet at December 30, 2007
include deferred loan costs and other intangible assets with finite
lives which are scheduled to be
amortized over their estimated useful lives. For the next five years,
scheduled amortization is as follows: 2008 -
$121,000; 2009 - $105,000; 2010 -
$70,000; 2011 - $56,000; 2012 - $53,000.
Note M
- Related Party Transactions
E. Townes Duncan, a director of the Company, is the Chief Executive Officer of Solidus General
Partner, LLC which is the general partner of Solidus Company, L.P. (Solidus), the Companys
largest shareholder. In 2005, the Company entered into an Amended and Restated Standstill
Agreement (Agreement) with Solidus Company, a predecessor to Solidus, to extend, subject to
certain conditions, certain previously existing contractual restrictions on Solidus Companys
shares of the Companys common stock until December 1, 2009. Under the Agreement Solidus Company
agreed that it will not seek to increase its ownership of the Companys common stock above 33% of
the common stock outstanding and that it will not sell or otherwise transfer its common stock
without the consent of the Companys Board of Directors; provided that Solidus Company and its
affiliate may sell up to 106,000 shares per 12 month period beginning December 1, 2006. The
Agreement also generally precludes Solidus from soliciting proxies with respect to the Companys
voting securities, depositing any voting securities in a voting trust or any similar arrangement
and selling, transferring or otherwise disposing of any of the Companys voting securities other
than as noted above and as provided in a previous agreement as discussed below. Such restrictions
are subject to termination should certain events transpire.
Under a previous agreement with Solidus Company, the Company authorized Solidus Company to
pledge 1,747,846 shares of the Companys common stock as collateral security for the payment and
performance of Solidus Companys obligations under a credit agreement with a bank. The Agreement
maintains, consistent with the previous agreement, a provision that in the event that Solidus
defaults on its obligations to the bank, and such default results in the need to liquidate the
related collateral, the bank is required to give the Company written notice of the number of shares
it intends to sell and the price at which such shares are to be sold. The Company has the exclusive
right within the first 30 days subsequent to receipt of such written notice to purchase all or any
portion of the shares subject to sale and, should the Company decline to purchase any of the
applicable shares, the bank may sell such shares over the ensuing 50 days on terms no more
favorable than the terms stated in the written notice referred to above.
42
The Agreement will continue until at least January 15, 2009, as a result of the Companys
payment of cash
dividends to all shareholders of $.10 per share in January of 2006, 2007 and 2008 and will
remain in effect until the expiration date provided that the Company pays a minimum cash dividend
to all shareholders of either $.025 per share each quarter or $.10 per share prior to January 15,
2009. The Agreement was negotiated and approved on behalf of the Company by the Audit Committee of
the Board of Directors, which is comprised solely of independent directors. The Companys ability
to pay future dividends will depend on its financial condition and results of operations at any
time such dividends are considered or paid.
Unaudited Quarterly Results of Operations
The following is a summary of the quarterly results of operations for the years ended December
30, 2007 and December 31, 2006 (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 Quarters Ended |
|
|
|
|
|
|
April 1 |
|
|
July 1 |
|
|
September 30 |
|
|
December 30 |
|
Net sales |
|
$ |
36,525 |
|
|
$ |
34,742 |
|
|
|
$33,356 |
|
|
|
$36,645 |
|
Operating income |
|
|
3,076 |
|
|
|
1,558 |
|
|
|
502 |
|
|
|
1,690 |
(1) |
Net income |
|
|
2,025 |
|
|
|
953 |
|
|
|
390 |
|
|
|
1,186 |
|
Basic earnings per share |
|
|
.31 |
|
|
|
.14 |
|
|
|
.06 |
|
|
|
.18 |
|
Diluted earnings per share |
|
|
.29 |
|
|
|
.14 |
|
|
|
.06 |
|
|
|
.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 Quarters Ended |
|
|
|
|
|
|
April 2 |
|
|
July 2 |
|
|
October 1 |
|
|
December 31 |
|
Net sales |
|
$ |
35,238 |
|
|
$ |
33,341 |
|
|
$ |
32,891 |
|
|
|
$36,188 |
|
Operating income |
|
|
2,204 |
|
|
|
1,315 |
|
|
|
938 |
|
|
|
3,200 |
(2) |
Net income |
|
|
1,437 |
|
|
|
711 |
|
|
|
436 |
|
|
|
2,133 |
|
Basic earnings per share |
|
|
.22 |
|
|
|
.11 |
|
|
|
.07 |
|
|
|
.32 |
|
Diluted earnings per share |
|
|
.21 |
|
|
|
.10 |
|
|
|
.06 |
|
|
|
.31 |
|
|
|
|
(1) |
|
Includes incentive compensation expense of $16. |
|
(2) |
|
Includes incentive compensation expense of $528. |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures. The Company has established and maintains disclosure controls and procedures that are designed
to ensure that material information relating to the Company and its subsidiaries required to be
disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized, and reported within the time periods specified in the Securities
and Exchange Commissions rules and forms, and that such information is accumulated and
communicated to management, including its Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure. The Company carried out an
evaluation, under the supervision and with the participation of management, including its Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of
its disclosure controls and procedures as of the end of the period covered by this report. Based
on that evaluation of these disclosure controls and procedures, the Chief Executive Officer and
Chief Financial Officer concluded that the Companys disclosure controls and procedures were
effective as of the end of the period covered by this report.
43
Managements Report on Internal Control Over Financial Reporting. Management is responsible
for establishing and maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Companys internal
control over financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Companys internal control over financial reporting as
of December 30, 2007. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control
Integrated Framework.
Based on managements assessment and those criteria, management believes that, as of December 30,
2007, the Companys internal control over financial reporting was effective.
This Annual Report on Form 10-K does not include an attestation report of the Companys independent
registered public accounting firm regarding internal control over financial reporting. Managements
report was not subject to attestation by the Companys independent registered public accounting
firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company
to provide only managements report in this Annual Report on Form 10-K.
Changes
in Internal Control over Financial Reporting. There were no changes in the Companys internal control over financial reporting during the
fourth quarter of 2007 that have materially affected, or are reasonably likely to materially
affect, the Companys internal control over financial reporting.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required under this item with respect to directors of the Company is
incorporated herein by reference to the Proposal No. 1: Election of Directors section, the
Corporate Governance section and the Section 16(a) Beneficial Ownership Reporting Compliance
section of the Companys Proxy Statement for the 2008 Annual Meeting of Shareholders. (See also
Executive Officers of the Company under Part I of this Form 10-K.)
The Companys Board of Directors has adopted a Code of Business Conduct and Ethics applicable
to the members of the Board of Directors and the Companys officers, including its Chief Executive
Officer and Chief Financial Officer. You can access the Companys Code of Business Conduct and
Ethics on its website at www.jalexanders.com or request a copy by writing to the following address:
J. Alexanders Corporation, Suite 260, 3401 West End Avenue, Nashville, Tennessee 37203. The
Company will make any legally required disclosures regarding amendments to, or waivers of,
provisions of the Code of Business Conduct and Ethics on its website.
44
Item 11. Executive Compensation
The information required under this item is incorporated herein by reference to the Executive
Compensation section of the Companys Proxy Statement for the 2008 Annual Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required under this item is incorporated herein by reference to the Security
Ownership of Certain Beneficial Owners and Management section and the Securities Authorized for
Issuance Under Equity Compensation Plans section of the Companys Proxy Statement for the 2008
Annual Meeting of Shareholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required under this item is incorporated herein by reference to the Certain
Relationships and Related Transactions section and the Corporate Governance section of the
Companys Proxy Statement for the 2008 Annual Meeting of Shareholders.
Item 14. Principal Accountant Fees and Services
The information required under this item is incorporated herein by reference to the
Relationship with Independent Registered Public Accounting Firm section of the Companys Proxy
Statement for the 2008 Annual Meeting of Shareholders.
45
PART IV
Item 15. Exhibits and Financial Statement Schedules
|
|
|
(a)(1)
|
|
See Item 8. |
|
|
|
(a)(3)
|
|
Exhibits: |
|
|
|
(3)(a)(1)
|
|
Charter (Exhibit 3(a) of the Registrants Report on Form 10-K for the year ended
December 30, 1990, is incorporated herein by reference). |
|
|
|
(3)(a)(2)
|
|
Amendment to Charter dated February 7, 1997 (Exhibit (3)(a)(2) of the Registrants
Report on Form 10-K for the year ended December 29, 1996 is incorporated herein by
reference). |
|
|
|
(3)(b)
|
|
Amended and Restated Bylaws as currently in effect. (Exhibit 3.1 of the Registrants
Report on Form 8-K dated October 30, 2007 is incorporated herein by reference). |
|
|
|
(4)(a)
|
|
Rights Agreement dated May 16, 1989, by and between Registrant and NationsBank
(formerly Sovran Bank/Central South) including Form of Rights Certificate and Summary of
Rights (Exhibit 3 to the Report on Form 8-K dated May 16, 1989, is incorporated herein by
reference). |
|
|
|
(4)(b)
|
|
Amendments to Rights Agreement dated February 22, 1999, by and between the Registrant
and SunTrust Bank. (Exhibit 4(c) of the Registrants Report on Form 10-K for the year
ended January 3, 1999 is incorporated herein by reference). |
|
|
|
(4)(c)
|
|
Amendment to Rights Agreement dated March 22, 1999, by and between the Registrant and
SunTrust Bank. (Exhibit 4(d) of the Registrants Report on Form 10-K for the year ended
January 3, 1999 is incorporated herein by reference). |
|
|
|
(4)(d)
|
|
Amendment to Rights Agreement dated May 6, 1999, by and between Registrant and SunTrust
Bank (Exhibit 5 of the Registrants Form 8-A/A filed May 12, 1999 is incorporated herein
by reference). |
|
|
|
(4)(e)
|
|
Amendment to Rights Agreement dated May 14, 2004, by and between Registrant and
SunTrust Bank (Exhibit 8 of the Registrants Form 8-A/A filed May 14, 2004 is
incorporated herein by reference). |
|
|
|
(4)(f)
|
|
Amended and Restated Standstill Agreement (Exhibit 10.1 of the Registrants Report on
Form 8-K dated August 1, 2005, is incorporated herein by reference). |
|
|
|
(10)(a)*
|
|
First Amendment to J. Alexanders Corporation Amended and Restated Employee Stock
Ownership Plan (Exhibit 10.02 of the Registrants Report on Form 8-K dated January, 2008 is
incorporated herein by reference). |
|
|
|
(10)(b)
|
|
Loan Agreement dated October 29, 2002 by and between GE Capital Franchise Finance
Corporation and JAX Real Estate, LLC (Exhibit (10)(b) of the Registrants quarterly report
on Form 10-Q for the quarter ended September 29, 2002 is incorporated herein by
reference). |
|
|
|
(10)(c)
|
|
Master Lease dated October 29, 2002 by and between JAX Real Estate, LLC and J.
Alexanders Restaurants, Inc. (Exhibit (10)(c) of the Registrants quarterly report on
Form 10-Q for the quarter ended September 29, 2002 is incorporated herein by reference). |
|
|
|
46
|
|
|
(10)(d)
|
|
Unconditional Guaranty of Payment and Performance dated October 29, 2002 by and between
J. Alexanders Corporation and JAX Real Estate, LLC (Exhibit (10)(d) of the
Registrants quarterly report on Form 10-Q for the quarter ended September 29,
2002 is incorporated herein by reference). |
|
|
|
(10)(e)
|
|
Form of Promissory Note for each premises subject to the Loan Agreement dated October
29, 2002 by and between JAX Real Estate, LLC and GE Capital Franchise Finance Corporation
(Exhibit (10)(e) of the Registrants quarterly report on Form 10-Q for the quarter ended
September 29, 2002 is incorporated herein by reference). |
|
|
|
(10)(f)*
|
|
Written description of Salary Continuation Agreements (description of Salary
Continuation Agreements included in the Registrants Proxy Statement for Annual Meeting of
Shareholders, May 16, 2006, is incorporated herein by reference). |
|
|
|
(10)(g)*
|
|
Form of Severance Benefits Agreement between the Registrant and Messrs. Stout and Lewis
(Exhibit (10)(j) of the Registrants Report on Form 10-K for the year ended December 31,
1989, is incorporated herein by reference). |
|
|
|
(10)(h)*
|
|
1990 Stock Option Plan for Outside Directors (Exhibit A of the Registrants Proxy
Statement for Annual Meeting of Shareholders, May 8, 1990, is incorporated herein by
reference). |
|
|
|
(10)(i)*
|
|
1994 Employee Stock Incentive Plan (incorporated by reference to Exhibit 4(c) of
Registration Statement No. 33-77476). |
|
|
|
(10)(j)*
|
|
Amendment to 1994 Employee Stock Incentive Plan (Appendix A of the Registrants Proxy
Statement for Annual Meeting of Shareholders, May 20, 1997, is incorporated herein by
reference). |
|
|
|
(10)(k)*
|
|
Second Amendment to 1994 Employee Stock Incentive Plan (Appendix A of the Registrants
Proxy Statement on Schedule 14-A for 2000 Annual Meeting of Shareholders, May 16, 2000,
(filed April 3, 2000) is incorporated herein by reference). |
|
|
|
(10)(l)*
|
|
Third Amendment to 1994 Employee Stock Incentive Plan (Appendix B of the Registrants
Proxy Statement on Schedule 14-A for 2001 Annual Meeting of Shareholders, May 15, 2001,
(filed April 2, 2001) is incorporated herein by reference). |
|
|
|
(10)(m)*
|
|
Form of Non-qualified Stock Option Agreement under the 2004 Equity Incentive Plan
(Exhibit 10.1 of the Registrants quarterly report on Form 10-Q for the quarter ended
September 26, 2004 is incorporated herein by reference). |
|
|
|
(10)(n)*
|
|
Form of Directors Non-qualified Stock Option Agreement under the 2004 Equity Incentive
Plan (Exhibit 10.2 of the Registrants quarterly report on Form 10-Q for the quarter ended
September 26, 2004 is incorporated herein by reference). |
|
|
|
(10)(o)*
|
|
Form of Incentive Stock Option Agreement under the 2004 Equity Incentive Plan (Exhibit
10.3 of the Registrants quarterly report on Form 10-Q for the quarter ended September 26,
2004 is incorporated herein by reference). |
|
|
|
(10)(p)*
|
|
1999 Loan Program (incorporated herein by reference to Exhibit A of Registration
Statement on Form S-8, Registration No. 333-91431). |
|
|
|
(10)(q)
|
|
$5,000,000 Loan Agreement dated May 12, 2003 by and between J. Alexanders Corporation,
J. Alexanders Restaurants, Inc. and Bank of America, N.A. (Exhibit (10)(a) of the
Registrants quarterly report on Form 10-Q for the quarter ended March 30, 2003 is
incorporated herein by reference). |
47
|
|
|
|
|
|
(10)(r)
|
|
Line of Credit Note dated May 12, 2003, by and between J. Alexanders Corporation, J.
Alexanders Restaurants, Inc. and Bank of America, N.A. (Exhibit (10)(b) of the
Registrants quarterly report on Form 10-Q for the quarter ended March 30, 2003
is incorporated herein by reference). |
|
|
|
(10)(s)
|
|
First Amendment to Loan Agreement, dated January 20, 2004 (Exhibit (10)(u) of the
Registrants Report on Form 10-K/A for the year ended December 28, 2003, is incorporated
herein by reference). |
|
|
|
(10)(t)
|
|
Second Amendment to Loan Agreement, dated September 20, 2006, by and among J.
Alexanders Corporation, J. Alexanders Restaurants, Inc. and Bank of America, N.A.
(Exhibit 10.1 of the Registrants quarterly report on Form 10-Q for the quarter ended
October 1, 2006 is incorporated herein by reference). |
|
|
|
(10)(u)
|
|
Amended and Restated Line of Credit Note, dated September 20, 2006 (Exhibit (10)(dd) of
the Registrants Report on Form 10-K for the year ended December 31, 2006, is incorporated
herein by reference). |
|
|
|
(10)(v)*
|
|
Cash Incentive Performance Program (Exhibit 10(bb) of the Registrants Report on Form
8-K dated May 20, 2005, is incorporated herein by reference). |
|
|
|
(10)(w)*
|
|
Form of 2005 Incentive Stock Option Agreement (Exhibit 10.1 of the Registrants Report
on Form 8-K dated December 28, 2005 is incorporated herein by reference). |
|
|
|
(10)(x)*
|
|
J. Alexanders Corporation Amended and Restated 2004 Equity Incentive Plan (Exhibit
10.01 of the Registrants Report on Form 8-K dated May 17, 2007 is incorporated herein by
reference). |
|
|
|
(10)(y)*
|
|
Form of 2007 Incentive Stock Option Agreement (Exhibit 10.02 of the Registrants Report
on Form 8-K dated May 17, 2007 is incorporated herein by reference). |
|
|
|
(10)(z)*
|
|
J. Alexanders Corporation Amended and Restated Employee Stock Ownership Plan (Exhibit
10.01 of the Registrants Report on Form 8-K dated January, 2008 is incorporated herein by
reference). |
|
|
|
(10)(aa)*
|
|
2008 Executive Compensation Matters |
|
|
|
(21)
|
|
List of subsidiaries of Registrant. |
|
|
|
(23)
|
|
Consent of Independent Registered Public Accounting Firm. |
|
|
|
Exhibit 31.1
|
|
Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
Exhibit 31.2
|
|
Certification of 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. |
|
|
|
* |
|
Denotes executive compensation plan or arrangement. |
48
(b) Exhibits
- The response to this portion of Item 15 is submitted as a separate section of this
report.
49
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) 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:
03/31/08
|
|
By: |
|
/s/ Lonnie J. Stout II |
|
|
|
|
|
|
Lonnie J. Stout II
|
|
|
|
|
|
|
Chairman, President and Chief Executive Officer |
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
Name |
|
Capacity |
|
Date |
|
|
|
|
|
|
|
|
|
/s/ Lonnie
J. Stout II
Lonnie
J. Stout II
|
|
Chairman, President, Chief Executive Officer
and Director (Principal Executive Officer)
|
|
03/31/08
|
|
|
|
|
|
|
|
|
|
/s/ R.
Gregory Lewis
R.
Gregory Lewis
|
|
Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
03/31/08
|
|
|
|
|
|
|
|
|
|
/s/ Mark
A. Parkey
Mark
A. Parkey
|
|
Vice President and Controller
(Principal Accounting Officer)
|
|
03/31/08
|
|
|
|
|
|
|
|
|
|
/s/ E.
Townes Duncan
E.
Townes Duncan
|
|
Director
|
|
03/31/08
|
|
|
|
|
|
|
|
|
|
/s/ Garland
G. Fritts
Garland
G. Fritts
|
|
Director
|
|
03/31/08
|
|
|
|
|
|
|
|
|
|
/s/ Brenda
B. Rector
Brenda
B. Rector
|
|
Director
|
|
03/31/08
|
|
|
|
|
|
|
|
|
|
/s/ J.
Bradbury Reed
J.
Bradbury Reed
|
|
Director
|
|
03/31/08
|
|
|
|
|
|
|
|
|
|
/s/ Joseph
N. Steakley
Joseph
N. Steakley
|
|
Director
|
|
03/31/08
|
|
|
50
J. ALEXANDERS CORPORATION
EXHIBIT INDEX
|
|
|
Reference Number |
|
|
per Item 601 of |
|
|
Regulation S-K |
|
Description |
|
|
|
(10)(aa)
|
|
2008 Executive Compensation Matters |
|
|
|
(21)
|
|
List of subsidiaries of Registrant. |
|
|
|
(23)
|
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
Exhibit 31.1
|
|
Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
Exhibit 31.2
|
|
Certification of 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. |
51