J. Alexander's Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For quarterly period ended March 30, 2008
or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________ to _________________________.
Commission file number: 1-8766
J. ALEXANDERS CORPORATION
(Exact name of registrant as specified in its charter)
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Tennessee
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62-0854056 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
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3401 West End Avenue, Suite 260 |
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P.O. Box 24300 |
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Nashville, Tennessee
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37202 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (615)269-1900
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer, non-accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act. (check one):
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Large accelerated filer ¨
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Accelerated filer ¨ |
Non-accelerated filer ¨
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Smaller reporting company þ |
(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
As of May 12, 2008, 6,673,468 shares of the registrants Common Stock, $.05 par value, were
outstanding.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
J. Alexanders Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited in thousands, except share and per share amounts)
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March 30 |
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December 30 |
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2008 |
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2007 |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
10,663 |
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$ |
11,325 |
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Accounts and notes receivable |
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3,323 |
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3,365 |
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Inventories |
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1,127 |
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1,297 |
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Deferred income taxes |
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1,047 |
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1,047 |
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Prepaid expenses and other current assets |
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1,487 |
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1,596 |
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TOTAL CURRENT ASSETS |
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17,647 |
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18,630 |
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OTHER ASSETS |
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1,420 |
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1,341 |
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PROPERTY AND EQUIPMENT, at cost, less allowances for
depreciation and amortization of $47,031 and $45,698 at
March 30, 2008 and December 30, 2007, respectively |
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78,994 |
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78,551 |
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DEFERRED INCOME TAXES |
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5,341 |
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5,341 |
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DEFERRED CHARGES, less amortization |
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711 |
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716 |
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$ |
104,113 |
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$ |
104,579 |
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2
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March 30 |
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December 30 |
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2008 |
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2007 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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CURRENT LIABILITIES |
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Accounts payable |
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$ |
4,343 |
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$ |
5,885 |
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Accrued expenses and other current liabilities |
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5,155 |
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5,123 |
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Unearned revenue |
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1,643 |
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2,255 |
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Current portion of long-term debt and obligations under
capital leases |
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949 |
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955 |
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TOTAL CURRENT LIABILITIES |
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12,090 |
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14,218 |
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LONG-TERM DEBT AND OBLIGATIONS UNDER CAPITAL
LEASES, net of portion classified as current |
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21,121 |
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21,349 |
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OTHER LONG-TERM LIABILITIES |
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6,602 |
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6,431 |
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STOCKHOLDERS EQUITY |
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Common Stock, par value $.05 per share: Authorized 10,000,000
shares; issued and outstanding 6,673,468 and 6,655,625 shares at
March 30, 2008 and December 30, 2007, respectively |
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334 |
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333 |
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Preferred Stock, no par value: Authorized 1,000,000 shares; none
issued |
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Additional paid-in capital |
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35,906 |
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35,764 |
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Retained earnings |
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28,060 |
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26,484 |
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TOTAL STOCKHOLDERS EQUITY |
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64,300 |
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62,581 |
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$ |
104,113 |
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$ |
104,579 |
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See notes to condensed consolidated financial statements.
3
J. Alexanders Corporation and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited in thousands, except per share amounts)
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Quarter Ended |
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March 30 |
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April 1 |
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2008 |
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2007 |
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Net sales |
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$ |
37,486 |
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$ |
36,525 |
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Costs and expenses: |
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Cost of sales |
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12,048 |
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11,714 |
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Restaurant labor and related costs |
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11,699 |
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11,224 |
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Depreciation and amortization of restaurant property and
equipment |
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1,445 |
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1,279 |
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Other operating expenses |
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7,412 |
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6,924 |
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Total restaurant operating expenses |
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32,604 |
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31,141 |
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General and administrative expenses |
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2,533 |
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2,308 |
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Pre-opening expense |
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44 |
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Operating income |
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2,305 |
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3,076 |
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Other income (expense): |
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Interest expense |
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(452 |
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(486 |
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Interest income |
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62 |
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175 |
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Other, net |
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17 |
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17 |
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Total other expense |
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(373 |
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(294 |
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Income before income taxes |
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1,932 |
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2,782 |
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Income tax provision |
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(356 |
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(757 |
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Net income |
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$ |
1,576 |
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$ |
2,025 |
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Basic earnings per share |
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$ |
.24 |
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$ |
.31 |
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Diluted earnings per share |
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$ |
.23 |
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$ |
.29 |
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See notes to condensed consolidated financial statements.
4
J. Alexanders Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited in thousands)
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Quarter Ended |
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March 30 |
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April 1 |
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2008 |
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2007 |
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Net cash provided by operating activities: |
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Net income |
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$ |
1,576 |
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$ |
2,025 |
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Adjustments to reconcile net income to net cash provided by
operating activities: |
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Depreciation and amortization of property and equipment |
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1,461 |
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1,300 |
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Changes in working capital accounts |
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(520 |
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(174 |
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Other operating activities |
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280 |
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197 |
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2,797 |
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3,348 |
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Net cash used in investing activities: |
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Purchase of property and equipment |
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(1,669 |
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(881 |
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Other investing activities |
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(71 |
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(46 |
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(1,740 |
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(927 |
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Net cash used in financing activities: |
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Payments on debt and obligations under capital leases |
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(234 |
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(222 |
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Decrease in bank overdraft |
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(876 |
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(1,171 |
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Payment of cash dividend |
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(666 |
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(657 |
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Other |
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57 |
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35 |
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(1,719 |
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(2,015 |
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(Decrease) increase in cash and cash equivalents |
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(662 |
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406 |
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Cash and cash equivalents at beginning of period |
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11,325 |
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14,688 |
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Cash and cash equivalents at end of period |
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$ |
10,663 |
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$ |
15,094 |
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Supplemental disclosures of non-cash items: |
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Property and equipment obligations accrued at beginning of period |
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$ |
610 |
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$ |
123 |
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Property and equipment obligations accrued at end of period |
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$ |
870 |
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$ |
496 |
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See notes to condensed consolidated financial statements.
5
J. Alexanders Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE A BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with U.S. generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and rules of the United States
Securities and Exchange Commission. Accordingly, they do not
include all of the information and footnotes required by U.S. generally accepted accounting
principles for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the quarter ended March 30, 2008, are not necessarily indicative of
the results that may be expected for the fiscal year ending December 28, 2008. For further
information, refer to the consolidated financial statements and footnotes thereto included in the
J. Alexanders Corporation (the Companys) Annual Report on Form 10-K for the fiscal year ended
December 30, 2007.
Net income and comprehensive income are the same for all periods presented.
NOTE B EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
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(In thousands, except per share amounts) |
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Quarter Ended |
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March 30 |
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April 1 |
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2008 |
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2007 |
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Numerator: |
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Net income (numerator for basic and diluted earnings per share) |
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$ |
1,576 |
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$ |
2,025 |
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Denominator: |
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Weighted
average shares (denominator for basic earnings per share) |
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6,663 |
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6,571 |
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Effect of dilutive securities |
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214 |
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328 |
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Adjusted weighted average shares
(denominator for diluted earnings per share) |
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6,877 |
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6,899 |
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Basic earnings per share |
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$ |
.24 |
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$ |
.31 |
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Diluted earnings per share |
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$ |
.23 |
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$ |
.29 |
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NOTE C INCOME TAXES
Income tax expense for the first quarter of 2008 has been provided for based on an estimated
effective tax rate of approximately 18.4% expected to be applicable for the 2008 fiscal year. For
the quarter ended April 1, 2007, the effective tax rate was 27.2%. The effective income tax rates
differ from the statutory federal income tax rate of 34% due to the effect of employee FICA tip tax
credits (a reduction in income tax expense) partially offset by the effect of state income taxes.
6
NOTE D 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 12 leases at March 30, 2008 was
approximately $2.3 million. Also, in connection with the sale of its Mrs. Winners Chicken &
Biscuit restaurant operations in 1989 and certain previous dispositions, 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 20 leases at March 30, 2008, was
approximately $1.0 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 real property leases with remaining terms of one to five
years. The total estimated amount of lease payments remaining on these 9 leases as of March 30,
2008, was approximately $600,000.
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 E 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. Adoption of this Statement at the
beginning of fiscal 2008 had no impact on the Companys Condensed 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. Adoption of this Statement at the beginning of fiscal 2008 had no impact on the Companys
Condensed Consolidated Financial Statements.
7
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
RESULTS OF OPERATIONS
Overview
J. Alexanders Corporation (the Company) operates upscale casual dining restaurants. At
March 30, 2008, 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.
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.
8
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 growth. Management believes that restaurant operating margin, which is 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 expense for new
restaurants is 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 expects to open three new restaurants in 2008.
The following table sets forth, for the fiscal years indicated, (i) the items in the Companys
Condensed Consolidated Statements of Income expressed as a percentage of net sales, and (ii) other
selected operating data:
9
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|
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Quarter Ended |
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|
|
March 30 |
|
|
April 1 |
|
|
|
2008 |
|
|
2007 |
|
Net sales |
|
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100.0 |
% |
|
|
100.0 |
% |
Costs and expenses: |
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Cost of sales |
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32.1 |
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32.1 |
|
Restaurant labor and related costs |
|
|
31.2 |
|
|
|
30.7 |
|
Depreciation and amortization of restaurant property and
equipment |
|
|
3.9 |
|
|
|
3.5 |
|
Other operating expenses |
|
|
19.8 |
|
|
|
19.0 |
|
|
|
|
|
|
|
|
Total restaurant operating expenses |
|
|
87.0 |
|
|
|
85.3 |
|
General and administrative expenses |
|
|
6.8 |
|
|
|
6.3 |
|
Pre-opening expense |
|
|
.1 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
6.1 |
|
|
|
8.4 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest expense |
|
|
(1.2 |
) |
|
|
(1.3 |
) |
Interest income |
|
|
.2 |
|
|
|
.5 |
|
Other, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense |
|
|
(1.0 |
) |
|
|
(.8 |
) |
|
|
|
|
|
|
|
Income before income taxes |
|
|
5.2 |
|
|
|
7.6 |
|
Income tax provision |
|
|
(.9 |
) |
|
|
(2.1 |
) |
|
|
|
|
|
|
|
Net income |
|
|
4.2 |
% |
|
|
5.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Certain percentage totals do not sum due to rounding. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restaurants open at end of period |
|
|
30 |
|
|
|
28 |
|
Average weekly sales per restaurant (1): |
|
|
|
|
|
|
|
|
All restaurants |
|
$ |
96,600 |
|
|
$ |
100,300 |
|
Percent (decrease) |
|
|
(3.7 |
)% |
|
|
|
|
Same store restaurants (2) |
|
$ |
97,800 |
|
|
$ |
100,300 |
|
Percent (decrease) |
|
|
(2.5 |
)% |
|
|
|
|
(1) |
|
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 closure 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 reductions in liabilities for gift cards which are considered to be
only remotely likely to be redeemed is not included in the calculation of average weekly sales
per restaurant or average weekly same store sales per restaurant. |
|
(2) |
|
Includes the twenty-eight restaurants open for more than eighteen months. |
10
Net Sales
Net sales increased by $961,000, or 2.6%, in the first quarter of 2008 compared to the first
quarter of 2007. This increase was due to net sales generated by two new restaurants opened in the
fourth quarter of 2007 which more than offset a decrease in net sales in the same store restaurant
base.
The reported average weekly consolidated and same store sales per restaurant have been
adjusted for the effect of 15 sales days and estimated net sales of $215,000 lost in the first
quarter of 2008 due to a fire at the Companys Denver restaurant and severe winter weather
conditions in the Ohio market. Also, the Companys fiscal calendar resulted in New Years Eve,
when the Company typically experiences much higher than normal net sales, being included as the
first day of the first fiscal quarter of 2008, but not being included in the first quarter of 2007.
Management estimates that average weekly same store sales excluding the first day of the first
fiscal quarter of both 2008 and 2007 decreased by 3.3% rather than the 2.5% decrease reported for
the full quarter.
Management estimates the average check per guest, including alcoholic beverage sales,
increased by 1.9% to $24.82 in the first quarter of 2008 from $24.35 in the first quarter of 2007.
Management believes this increase was due primarily to the effect of higher menu prices which it
estimates averaged approximately 1.3% more in the first quarter of 2008 than in the same quarter of
2007. This price increase estimate reflects menu price changes, without regard 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,
as adjusted for sales days lost for the first quarter of 2008, by approximately 4.2% in the first
quarter of 2008 compared to the first quarter of 2007.
The Companys same store sales have decreased in most weeks since mid-September of 2007.
Management believes these decreases, as well as recent guest count losses, are due to a significant
slowdown in discretionary 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. The
J. Alexanders restaurants most impacted by prevailing economic conditions in the first quarter of
2008 were primarily in the Companys Ohio and Chicago markets.
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 will continue to 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, mitigated to some extent by managements change in beef purchasing described
below.
Restaurant Costs and Expenses
Total restaurant operating expenses increased to 87.0% of net sales in the first quarter of
2008 from 85.3% in the first period of the previous year due primarily to the effect of lower same
store sales and the two new restaurants opened in the fourth quarter of 2007. Restaurant
11
operating margins decreased to 13.0% in the first quarter of 2008 from 14.7% in the first
quarter of 2007.
Cost of sales, which includes the cost of food and beverages, was 32.1% of net sales in the
first quarters of both 2008 and 2007 as the effect of menu price increases and lower prices paid
for poultry products in the 2008 quarter offset higher input costs for a number of other food
products.
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. However, 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 to
replace the agreement which expired in March of 2008, and has purchased beef based on weekly market
prices since that time. 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 which will contribute 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 31.2% of net sales in the first quarter of
2008 from 30.7% in the first quarter of 2007. The increase was due primarily to the effects of
higher labor costs incurred in the two new restaurants opened in the fourth quarter of 2007 and to
lower same store sales, which effects were partially offset by lower incentive compensation and
other benefits expense.
The Company estimates that the impact of increases in minimum wage rates will be approximately
$150,000 in 2008. Most of these increases relate 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 has not had a significant impact on the Company because most of the Companys non-tipped
employees are 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 $166,000 in
the first quarter of 2008 compared to the first quarter of 2007 because of the effect of the new
restaurants opened during the fourth quarter of 2007. The effect of the new
12
restaurants as well as the effect of lower same store sales resulted in an increase in 2008 in
this expense category as a percentage of net sales.
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 19.8% of net sales in the first quarter of 2008, compared to 19.0% of net sales
in the first quarter of 2007. This increase was also due to the effects of the two new restaurants
opened in the fourth quarter of 2007 and lower sales in the same store restaurant base.
General and Administrative Expenses
General and administrative expenses, which include all supervisory costs and expenses,
management training and relocation costs, and other costs incurred above the restaurant level,
increased by $225,000 in the first quarter of 2008 versus the first quarter of 2007 due primarily
to increases in training and relocation expense, accounting and auditing fees, and share-based
compensation expense. These increases were partially offset by the absence in the 2008 quarter of
bonus accruals for the corporate management staff, whereas such accruals were included in the first
quarter of 2007.
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.
Pre-opening expense of $44,000 was incurred in the first quarter of 2008 in connection with
restaurants currently under development. The Company expects to incur substantial pre-opening
expenses during the remainder of 2008 in connection with three new J.Alexanders restaurants which
are expected to open during the year.
Other Income (Expense)
Interest expense decreased in the first quarter of 2008 compared to the first quarter of 2007
due to the effect of reductions in outstanding debt and capitalization of interest costs in
connection with new restaurant development. Interest income decreased in the first quarter of 2008
compared to the first quarter of 2007 due to lower average balances of surplus funds invested in
money market funds and lower interest rates earned on those funds.
Interest income is expected to continue 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.
13
Income Taxes
The Companys estimated effective income tax rates were 18.4% and 27.2% for the first quarters
of 2008 and 2007, 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.
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 the Companys largest shareholder. The Company may
consider paying additional dividends in the future. The Company has met its needs and maintained
liquidity in recent years primarily by use of cash flow from operations and the availability of a
bank line of credit.
The Companys net cash provided by operating activities totaled $2,797,000 and $3,348,000 for
the first quarters of 2008 and 2007, 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 March 30, 2008 were approximately $10.7 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 was 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 Company 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.
Management believes cash and cash equivalents on hand at March 30, 2008 combined with cash
flow from operations will be adequate to meet the Companys capital needs for 2008. Management
tentatively plans to open one restaurant in 2009 and two or three restaurants in 2010. It is
possible, however, that no new restaurants will be opened in 2009 if the Company is unable to
secure on terms acceptable to it one of a limited number of locations currently under consideration
for opening next year. While management does not believe its longer-term growth plans will be
constrained due to lack of capital resources, capital requirements for future growth could exceed
funds currently on hand and which are expected to be generated by the Companys operations.
Management believes that, if needed, additional financing would be available for future growth
through bank borrowing, additional mortgage or equipment financing, or the sale and leaseback of
some or all of the Companys unencumbered restaurant properties. There can be no assurance,
however, that such financing, if needed, could be obtained or that it would be on terms
satisfactory to the Company.
A mortgage loan obtained in 2002 represents the most significant portion of the Companys
outstanding long-term debt. The loan, which was originally for $25 million, had an
14
outstanding balance of $21.7 million at March 30, 2008. It has an effective annual interest
rate, including the effect of the amortization of deferred issue costs, of 8.6% and is payable in
equal monthly installments of principal and interest of approximately $212,000 through November
2022. Provisions of the mortgage loan and related agreements require that a minimum fixed charge
coverage ratio of 1.25 to 1 be maintained for the businesses operated at the properties included
under the mortgage and that a funded debt to EBITDA (as defined in the loan agreement) ratio of 6
to 1 be maintained for the Company and its subsidiaries. The loan is secured by the real estate,
equipment and other personal property of nine of the Companys restaurant locations with an
aggregate book value of $23.3 million at March 30, 2008. 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 March 30, 2008, 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 Company also pays a commitment fee of .125% to .3% per annum on the unused
portion of the credit line, also depending on the Companys leverage ratio. 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
March 30, 2008.
The Company was in compliance with the financial covenants of its debt agreements as of March
30, 2008. 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 May 13, 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
15
commodity contracts. Operating lease commitments for leased restaurants and office space are
disclosed in Note D, Commitments and Contingencies, to the Condensed 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 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 March 30, 2008, is as follows:
|
|
|
|
|
Wendys restaurants (21 leases) |
|
$ |
2,900,000 |
|
Mrs. Winners Chicken & Biscuits restaurants (20 leases) |
|
|
1,000,000 |
|
|
|
|
|
Total contingent liability related to assigned leases |
|
$ |
3,900,000 |
|
|
|
|
|
There have been no payments by the Company of such contingent liabilities in the history of
the Company.
RECENT ACCOUNTING PRONOUNCEMENTS
In 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (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. Adoption of this Statement at the
beginning of fiscal 2008 had no impact on the Companys Condensed 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. Adoption of this Statement at the beginning of fiscal 2008 had no impact on the Companys
Condensed Consolidated Financial Statements.
16
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the Companys Condensed Consolidated Financial Statements, which have been
prepared in accordance with U.S. generally accepted accounting principles, requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting periods. On an ongoing basis,
management evaluates its estimates and judgments, including those related to its accounting for
gift card breakage, property and equipment, leases, impairment of long-lived assets, income taxes,
contingencies and litigation. Management bases its estimates and judgments on historical experience
and on various other factors that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
Critical accounting policies are defined as those that are reflective of significant judgments
and uncertainties, and potentially result in materially different results under different
assumptions and conditions. Management believes the following critical accounting policies are
those which involve the more significant judgments and estimates used in the preparation of the
Companys Condensed Consolidated Financial Statements.
Revenue Recognition for Gift Cards: The Company records a liability for gift cards at the
time they are sold by the Companys gift card subsidiary. Upon redemption 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 Condensed
Consolidated Statements of Income. Based on the Companys historical experience, management
considers the probability of redemption of a gift card to be remote when it has been
outstanding for 24 months.
Property and Equipment: Property and equipment are recorded at cost and depreciated using
the straight-line method over the estimated useful lives of the assets. Leasehold
improvements are amortized over the lesser of the assets estimated useful life or the
expected lease term 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.
17
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 2006, any rent expense incurred during the construction period for a
leased restaurant has been included in pre-opening expense.
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 for each restaurant facility are
amortized. These judgments may produce materially different amounts of depreciation,
amortization and rent expense than would be reported if different assumed lease terms were
used.
Impairment of Long-Lived Assets: When events and circumstances indicate that long-lived
assets most typically assets associated with a specific restaurant might be impaired,
management compares the carrying value of such assets to the undiscounted cash flows it
expects that restaurant to generate over its remaining useful life. In calculating its
estimate of such undiscounted cash flows, management is required to make assumptions, which
are subject to a high degree of judgment, relative to the restaurants future period of
operation, sales performance, cost of sales, labor and operating expenses. The resulting
forecast of undiscounted cash flows represents managements estimate based on both
historical results and managements expectation of future operations for that particular
restaurant. To date, all of the Companys long-lived assets have been determined to be
recoverable based on managements estimates of future cash flows.
Income Taxes: The Company 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
18
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. Even though the AMT credit carryforwards do not expire, their use is not
presently considered more likely than not because significant increases in earnings levels
are expected to be necessary to utilize them since they must be used only after certain
other carryforwards currently available, as well as additional tax credits which are
expected to be generated in future years, are realized.
Failure to achieve projected taxable income could affect the ultimate realization of the
Companys net deferred tax 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 Condensed Consolidated Financial
19
Statements and notes thereto included elsewhere in this filing which contain accounting
policies and other disclosures required by U.S. generally accepted accounting principles.
FORWARD-LOOKING STATEMENTS
In connection with the safe harbor established under the Private Securities Litigation Reform
Act of 1995, the Company cautions investors that certain information contained in this Form 10-Q,
particularly information regarding future economic performance and finances, development plans, and
objectives of management is forward-looking information that involves risks, uncertainties and
other factors that could cause actual results to differ materially from those expressed or implied
by forward-looking statements. The Company disclaims any intent or obligation to update these
forward-looking statements. The Companys ability to pay a dividend will depend on its financial
condition and results of operations at any time a dividend is considered or paid. Other risks,
uncertainties and factors which could affect actual results include the Companys ability to
maintain satisfactory guest counts and increase sales and operating margins in its restaurants;
changes in business or economic conditions, including rising food costs and product shortages; the
effect of higher minimum hourly wage requirements; the effect of higher gasoline prices and other
economic factors on consumer demand; availability of qualified employees; increased cost of
utilities, insurance and other restaurant operating expenses; potential fluctuations in quarterly
operating results due to seasonality and other factors; the effect of hurricanes and other weather
disturbances which are beyond the control of the Company; the number and timing of new restaurant
openings and its ability to operate them profitably; competition within the casual dining industry,
which is very intense; competition by the Companys new restaurants with its existing restaurants
in the same vicinity; changes in consumer spending, consumer tastes, and consumer attitudes toward
nutrition and health; expenses incurred if the Company is the subject of claims or litigation or
increased governmental regulation; changes in accounting standards, which may affect the Companys
reported results of operations; and expenses the Company may incur in order to comply with changing
corporate governance and public disclosure requirements of the Securities and Exchange Commission
and the principal exchange or market on which the Companys common stock
is listed. See Risk Factors included in the Companys Annual Report on
Form 10-K for the year ended December 30, 2007 for a description of a number of risks and
uncertainties which could affect actual results.
Item 4T. Controls and Procedures
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(a) |
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Evaluation of disclosure controls and procedures. The Companys principal
executive officer and principal financial officer have conducted an evaluation of the
effectiveness of the Companys disclosure controls and procedures (as defined in
Exchange Act Rule 13a-15(e) and 15d-15(e)) as of the end of the period covered by this
quarterly report. Based on that evaluation, the Companys principal executive officer
and principal financial officer concluded that, as of the end of the period covered by
this quarterly report, the Companys disclosure controls and procedures were effective. |
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(b) |
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Changes in internal controls. There were no changes in the Companys internal
control over financial reporting that occurred during the period covered by this report
that have materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting. |
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PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On February 19, 2008, the Company sold 5,643 shares of its common stock to the Trustee of
the J. Alexanders Corporation Employee Stock Ownership Plan (the ESOP) for $8.86 per
share, which was the market price of the stock on that date, for an aggregate purchase
price of $49,997. In making the sale, the Company relied on the exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended. After giving
effect to the transaction the ESOP owns 217,168 shares of common stock of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 6. Exhibits
(a) Exhibits:
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Exhibit 10.1
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J. Alexanders Corporation Deferred Compensation Plan |
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Exhibit 31.1
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Certification of the Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. |
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Exhibit 31.2
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Certification of the Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. |
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Exhibit 32.1
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
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J. ALEXANDERS CORPORATION
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Date: May 14, 2008 |
/s/ Lonnie J. Stout II
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Lonnie J. Stout II |
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Chairman, President and Chief Executive Officer
(Principal Executive Officer) |
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Date: May 14, 2008 |
/s/ R. Gregory Lewis
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R. Gregory Lewis |
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Vice President and Chief Financial Officer
(Principal Financial Officer) |
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22
J. ALEXANDERS CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit No.
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Exhibit 10.1
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J. Alexanders Corporation Deferred Compensation Plan |
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Exhibit 31.1
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Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
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Exhibit 31.2
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Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
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Exhibit 32.1
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. |
23