J. Alexander's Corporation
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark
One)
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þ |
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For quarterly period ended April 1, 2007
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from
to
Commission
file number 1-8766
J. ALEXANDERS CORPORATION
(Exact name of registrant as specified in its charter)
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Tennessee
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62-0854056 |
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, Tennessee 37202
(Address of principal executive offices)
(Zip Code)
(615) 269-1900
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large
accelerated filer in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes o No þ
Common
Stock Outstanding 6,609,905 shares at May 14, 2007.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
J. Alexanders Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited in thousands, except share and per share amounts)
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April 1 |
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December 31 |
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2007 |
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2006 |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
15,094 |
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$ |
14,688 |
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Accounts and notes receivable |
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1,995 |
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2,252 |
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Inventories |
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1,168 |
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1,319 |
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Deferred income taxes |
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1,079 |
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1,079 |
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Prepaid expenses and other current assets |
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1,266 |
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1,192 |
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TOTAL CURRENT ASSETS |
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20,602 |
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20,530 |
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OTHER ASSETS |
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1,295 |
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1,249 |
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PROPERTY AND EQUIPMENT, at cost, less allowances for
depreciation and amortization of $42,844 and $41,911 at
April 1, 2007 and December 31, 2006, respectively |
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71,672 |
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71,815 |
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DEFERRED INCOME TAXES |
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5,055 |
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5,055 |
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DEFERRED CHARGES, less amortization |
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715 |
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701 |
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$ |
99,339 |
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$ |
99,350 |
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2
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April 1 |
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December 31 |
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2007 |
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2006 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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CURRENT LIABILITIES |
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Accounts payable |
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$ |
3,550 |
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$ |
4,962 |
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Accrued expenses and other current liabilities |
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5,524 |
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5,464 |
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Unearned revenue |
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1,737 |
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2,348 |
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Current portion of long-term debt and obligations under
capital leases |
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901 |
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889 |
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TOTAL CURRENT LIABILITIES |
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11,712 |
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13,663 |
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LONG-TERM DEBT AND OBLIGATIONS UNDER CAPITAL
LEASES, net of portion classified as current |
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22,070 |
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22,304 |
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OTHER LONG-TERM LIABILITIES |
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5,655 |
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5,553 |
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STOCKHOLDERS EQUITY |
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Common Stock, par value $.05 per share: Authorized 10,000,000
shares; issued and outstanding 6,576,805 and 6,569,305 shares at
April 1, 2007 and December 31, 2006, respectively |
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329 |
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329 |
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Preferred Stock, no par value: Authorized 1,000,000 shares; none
issued |
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Additional paid-in capital |
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34,952 |
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34,905 |
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Retained earnings |
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24,621 |
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22,596 |
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TOTAL STOCKHOLDERS EQUITY |
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59,902 |
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57,830 |
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$ |
99,339 |
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$ |
99,350 |
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See notes to condensed consolidated financial statements.
3
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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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April 1 |
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April 2 |
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2007 |
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2006 |
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Net sales |
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$ |
36,525 |
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$ |
35,238 |
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Costs and expenses: |
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Cost of sales |
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11,714 |
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11,487 |
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Restaurant labor and related costs |
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11,224 |
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10,999 |
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Depreciation and amortization of restaurant property and
equipment |
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1,279 |
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1,298 |
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Other operating expenses |
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6,924 |
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6,859 |
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Total restaurant operating expenses |
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31,141 |
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30,643 |
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General and administrative expenses |
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2,308 |
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2,391 |
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Operating income |
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3,076 |
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2,204 |
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Other income (expense): |
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Interest expense, net |
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(311 |
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(425 |
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Other, net |
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17 |
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29 |
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Total other expense |
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(294 |
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(396 |
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Income before income taxes |
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2,782 |
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1,808 |
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Income tax provision |
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(757 |
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(371 |
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Net income |
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$ |
2,025 |
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$ |
1,437 |
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Basic earnings per share |
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$ |
.31 |
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$ |
.22 |
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Diluted earnings per share |
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$ |
.29 |
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$ |
.21 |
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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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April 1 |
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April 2 |
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2007 |
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2006 |
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Net cash provided by operating activities: |
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Net income |
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$ |
2,025 |
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$ |
1,437 |
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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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1,300 |
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1,320 |
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Changes in working capital accounts |
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(174 |
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99 |
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Other operating activities |
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197 |
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233 |
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3,348 |
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3,089 |
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Net cash used in investing activities: |
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Purchase of property and equipment |
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(881 |
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(1,115 |
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Other investing activities |
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(46 |
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(72 |
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(927 |
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(1,187 |
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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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(222 |
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(206 |
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Decrease in bank overdraft |
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(1,171 |
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(745 |
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Payment of cash dividend |
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(657 |
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(653 |
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Other |
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35 |
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17 |
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(2,015 |
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(1,587 |
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Increase in cash and cash equivalents |
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406 |
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315 |
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Cash and cash equivalents at beginning of period |
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14,688 |
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8,200 |
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Cash and cash equivalents at end of period |
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$ |
15,094 |
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$ |
8,515 |
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Supplemental disclosures of non-cash items: |
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Property and equipment obligations accrued at beginning of period |
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$ |
123 |
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$ |
550 |
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Property and equipment obligations accrued at end of period |
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$ |
496 |
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$ |
89 |
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See notes to condensed consolidated financial statements.
5
<
J. Alexanders Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE A BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with U.S. generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by U.S. generally accepted accounting
principles for complete financial statements. Certain reclassifications have been made in the prior
years condensed consolidated financial statements to conform to the 2007 presentation. In the
opinion of management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the quarter ended April
1, 2007, are not necessarily indicative of the results that may be expected for the fiscal year
ending December 30, 2007. For further information, refer to the consolidated financial statements
and footnotes thereto included in the J. Alexanders Corporation (the Companys) Annual Report on
Form 10-K for the fiscal year ended December 31, 2006.
Net income and comprehensive income are the same for all periods presented.
NOTE B EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
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Quarter Ended |
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April 1 |
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April 2 |
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(In thousands, except per share amounts) |
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2007 |
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2006 |
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Numerator: |
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Net income (numerator for basic and diluted earnings per share) |
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$ |
2,025 |
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$ |
1,437 |
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Denominator: |
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Weighted average shares (denominator for basic earnings per share) |
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6,571 |
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6,533 |
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Effect of dilutive securities |
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328 |
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288 |
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Adjusted weighted average shares and assumed conversions
(denominator for diluted earnings per share) |
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6,899 |
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6,821 |
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Basic earnings per share |
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$ |
.31 |
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$ |
.22 |
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Diluted earnings per share |
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$ |
.29 |
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$ |
.21 |
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NOTE C INCOME TAXES
In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No.
48, Accounting for Uncertainties in Income Taxes an interpretation of FASB Statement No. 109
(FIN 48), which clarified the accounting and disclosure for uncertainty in income tax positions,
as defined. FIN 48 seeks to reduce the diversity in practice associated with certain aspects of
the recognition and measurement related to accounting for income taxes. The Company is subject to
the provisions of FIN 48 as of January 1, 2007, and
6
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has analyzed filing positions in all of the federal and state jurisdictions where it is required to
file income tax returns, as well as all open tax years in these jurisdictions.
The only periods subject to examination for the Companys federal return are the 2003 through
2006 tax years. The federal return for 2003, while remaining open for examination, has been
previously reviewed by the Internal Revenue Service. The periods subject to examination for the
Companys state returns are the tax years 2002 through 2006.
The Company believes that its income tax filing positions and deductions will be sustained on
audit and does not anticipate any adjustments that will result in a material change to its
financial position. Therefore, no reserves for uncertain income tax positions have been recorded
pursuant to FIN 48. In addition, the Company did not record a cumulative effect adjustment related
to the adoption of FIN 48.
The Companys accounting policy with respect to interest and penalties arising from income tax
settlements is to recognize them as part of the provision for income taxes. There were no interest
or penalty amounts accrued as of January 1, 2007.
Income tax expense for the first quarter of 2007 has been provided for based on an estimated
effective tax rate of approximately 27% expected to be applicable for the 2007 fiscal year. For
the quarter ended April 2, 2006, the effective tax rate was 20.5% based on an estimated annual
effective tax rate of approximately 24% and a favorable adjustment of $67,000 recorded during that
period which represented a discrete item related to correction of a prior years federal income tax
return. The effective income tax rate differs from applying the statutory federal income tax rate
of 34% to income before taxes primarily due to the effect of employee FICA tip tax credits (a
reduction in income tax expense) partially offset by the effect of state income taxes.
NOTE D STOCK BASED COMPENSATION
Stock-based compensation expense totaled $12,000 and $26,000 for the quarters ended April 1,
2007 and April 2, 2006, respectively. At April 1, 2007, the Company had $107,000 of unrecognized
compensation cost related to share-based payments which is expected to be recognized over the
remaining weighted average vesting period of approximately 3.7 years.
Stock option activity during the first quarter of 2007 was as follows:
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Weighted |
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Weighted |
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Average Remaining |
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Aggregate |
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Average |
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Contractual Term |
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Intrinsic |
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Shares |
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Exercise Price |
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(In Years) |
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Value |
Outstanding at January 1, 2007 |
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900,960 |
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$ |
5.76 |
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Granted |
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Exercised |
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(7,500 |
) |
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$ |
4.44 |
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Expired or cancelled |
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(30,000 |
) |
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$ |
8.75 |
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Outstanding at April 1, 2007 |
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863,460 |
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$ |
5.67 |
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5.1 |
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$ |
4,649,000 |
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Exercisable at April 1, 2007 |
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776,460 |
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$ |
5.38 |
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4.7 |
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$ |
4,404,000 |
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7
The total intrinsic value of options exercised during the quarters ended April 1, 2007
and April 2, 2006 was $47,000 and $34,000, respectively. At April 1, 2007, a total of 143,169
shares were available for future grant. During the quarter ended April 1, 2007, no options were
granted and no options vested.
NOTE E COMMITMENTS AND CONTINGENCIES
As a result of the disposition of its Wendys operations in 1996, the Company remains
secondarily liable for certain real property leases with remaining terms of one to nine years. The
total estimated amount of lease payments remaining on these 20 leases at April 1, 2007 was
approximately $2.6 million. In connection with the sale of its Mrs. Winners Chicken & Biscuit
restaurant operations in 1989 and certain previous dispositions, the Company also remains
secondarily liable for certain real property leases with remaining terms of one to five years. The
total estimated amount of lease payments remaining on these 27 leases at April 1, 2007, was
approximately $1.2 million. Additionally, in connection with the previous disposition of certain
other Wendys restaurant operations, primarily the southern California restaurants in 1982, the
Company remains secondarily liable for certain real property leases with remaining terms of one to
five years. The total estimated amount of lease payments remaining on these 11 leases as of April
1, 2007, was approximately $1.0 million.
The Company is from time to time subject to routine litigation incidental to its business.
The Company believes that the results of such legal proceedings will not have a materially adverse
effect on the Companys financial condition, operating results or liquidity.
NOTE F RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair
Value Measurements (SFAS 157). SFAS 157 provides guidance for using fair value to measure
assets and liabilities. The standard expands required disclosures about the extent to which
companies measure assets and liabilities at fair value, the information used to measure fair value,
and the effect of fair value measurements on earnings. SFAS 157 is effective for fiscal years
beginning after November 15, 2007. The Company is currently evaluating the impact of adopting SFAS
157 on its 2008 Consolidated Financial Statements.
In July 2006, the FASB issued FIN 48, which clarifies the accounting for uncertainty in tax
positions. FIN 48 requires that the Company recognize the impact of a tax position in the
Companys financial statements if that position is more likely than not of being sustained on
audit, based on the technical merits of the position. The provisions of FIN 48 became effective as
of the beginning of the Companys 2007 fiscal year and had no impact on the Companys Condensed
Consolidated Financial Statements upon adoption. See Note C Income Taxes for further discussion
of the Companys adoption of FIN 48.
8
<
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
April 1, 2007, the Company operated 28 J. Alexanders restaurants in 12 states. The Companys net
sales are derived primarily from the sale of food and alcoholic beverages in its restaurants.
Revenues are also generated by the sale and redemption of gift cards and from other income related
to gift cards.
The Companys strategy is for J. Alexanders restaurants to compete in the restaurant industry
by providing guests with outstanding professional service, high-quality food, and an attractive
environment with an upscale, high-energy ambiance. Quality is emphasized throughout J. Alexanders
operations and substantially all menu items are prepared on the restaurant premises using fresh,
high-quality ingredients. The Companys goal is for each J. Alexanders restaurant to be perceived
by guests in its market as a market leader in each of the categories above. J. Alexanders
restaurants offer a contemporary American menu designed to appeal to a wide range of consumer
tastes. However, the Company believes its restaurants are most popular with more discriminating
guests with higher discretionary incomes. J. Alexanders typically does not advertise in the media
and relies on each restaurant to increase sales by building its reputation as an outstanding dining
establishment. The Company has generally been successful in achieving sales increases in its
restaurants over time using this strategy.
The restaurant industry is highly competitive and is often affected by changes in consumer
tastes and discretionary spending patterns; changes in general economic conditions; public safety
conditions or concerns; demographic trends; weather conditions; the cost of food products, labor
and energy; and governmental regulations. Because of these factors, the Companys management
believes it is of critical importance to the Companys success to effectively execute the Companys
operating strategy and to constantly evolve and refine the critical conceptual elements of J.
Alexanders restaurants in order to distinguish them from other casual dining competitors and
maintain the Companys competitive position.
The restaurant industry is also characterized by high capital investment for new restaurants
and relatively high fixed or semi-variable restaurant operating expenses. Because a significant
portion of restaurant operating expenses are fixed or semi-variable in nature, incremental sales in
existing restaurants are generally expected to make a significant contribution to restaurant
profitability because many restaurant costs and expenses are not expected to increase at the same
rate as sales. Improvements in profitability resulting from incremental sales growth can be
affected, however, by inflationary increases in operating costs and other factors. Management
believes that excellence in restaurant operations, and particularly providing exceptional guest
service, will increase net sales in the Companys existing restaurants and will support menu
pricing levels which allow the Company to achieve reasonable operating margins while absorbing the
higher costs of providing high-quality dining experiences and operating cost increases.
9
<
Incremental sales for existing restaurants are generally measured in the restaurant industry
by computing the same store sales increase, which represents the increase in sales for the same
group of restaurants for comparable reporting periods. Same store sales increases can be generated
by increases in guest counts and increases in the average check per guest. The average check per
guest can be affected by menu price changes and the mix of menu items sold. Management regularly
analyzes guest count and average check trends for each restaurant in order to improve menu pricing
and product offering strategies. Management believes it is important to increase guest counts and
average guest checks over time in order to continue to improve the Companys profitability.
Other key indicators which can be used to evaluate and understand the Companys restaurant
operations include cost of sales, restaurant labor and related costs and other operating expenses,
with a focus on these expenses as a percentage of net sales. Since the Company uses primarily fresh
ingredients for food preparation, the cost of food commodities can vary significantly from time to
time due to a number of factors. The Company generally expects to increase menu prices in order to
offset the increase in the cost of food products as well as increases which the Company experiences
in labor and related costs and other operating expenses, but attempts to balance these increases
with the goals of providing reasonable value to the Companys guests and maintaining same store
sales growth. Management believes that restaurant operating margin, which is computed by
subtracting total restaurant operating expenses from net sales and dividing by net sales, is an
important indicator of the Companys success in managing its restaurant operations because it is
affected by same store sales growth, menu pricing strategy, and the management and control of
restaurant operating expenses in relation to net sales.
The opening of new restaurants by the Company can have a significant impact on the Companys
financial performance. Because pre-opening costs for new restaurants are significant and most new
restaurants incur start-up losses during their early months of operation, the number of restaurants
opened or under development in a particular year can have a significant impact on the Companys
operating results. While no pre-opening expense was incurred in 2006 or the first quarter of 2007
because no new restaurants were under development during those periods, the Company estimates that
it will incur pre-opening expense of between $1,000,000 and $1,200,000 during the remainder of 2007
primarily in connection with two new restaurants expected to be opened during the year. This
estimate includes rent expense expected to be incurred during the construction period for new
restaurants after the Company takes possession of leased premises.
Because large capital investments are required for J. Alexanders restaurants and because a
significant portion of labor costs and other operating expenses are fixed or semi-fixed in nature,
management believes the sales required for a J. Alexanders restaurant to break even are relatively
high compared to many other casual dining concepts and it is necessary for the Company to achieve
relatively high sales volumes in its restaurants in order to achieve desired financial returns.
The Companys criteria for new restaurant development target locations with high population
densities and high household incomes which management believes provide the best prospects for
achieving attractive financial returns on the Companys investments in new restaurants. The
Company currently expects to open two new restaurants in 2007 and three new restaurants in 2008.
10
The following table sets forth, for the periods indicated, (i) the items in the Companys
Condensed Consolidated Statements of Income expressed as a percentage of net sales, and (ii) other
selected operating data:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
April 1 |
|
|
April 2 |
|
|
|
2007 |
|
|
2006 |
|
Net sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
Costs and expenses: |
|
|
|
|
|
|
|
|
Cost of sales |
|
|
32.1 |
|
|
|
32.6 |
|
Restaurant labor and related costs |
|
|
30.7 |
|
|
|
31.2 |
|
Depreciation and amortization of restaurant property and
equipment |
|
|
3.5 |
|
|
|
3.7 |
|
Other operating expenses |
|
|
19.0 |
|
|
|
19.5 |
|
|
|
|
|
|
|
|
Total restaurant operating expenses |
|
|
85.3 |
|
|
|
87.0 |
|
General and administrative expenses |
|
|
6.3 |
|
|
|
6.8 |
|
|
|
|
|
|
|
|
Operating income |
|
|
8.4 |
|
|
|
6.3 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(.9 |
) |
|
|
(1.2 |
) |
Other, net |
|
|
|
|
|
|
.1 |
|
|
|
|
|
|
|
|
Total other expense |
|
|
(.8 |
) |
|
|
(1.1 |
) |
Income before income taxes |
|
|
7.6 |
|
|
|
5.1 |
|
Income tax provision |
|
|
(2.1 |
) |
|
|
(1.1 |
) |
|
|
|
|
|
|
|
Net income |
|
|
5.5 |
% |
|
|
4.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
Certain percentage totals do not sum due to rounding. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restaurants open at end of period |
|
|
28 |
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
Weighted Average Weekly Sales Information (1): |
|
|
|
|
|
|
|
|
Average weekly sales per restaurant |
|
$ |
100,300 |
|
|
$ |
96,800 |
|
Percent increase |
|
|
+3.6 |
% |
|
|
|
|
Same store weekly sales per restaurant (2) |
|
$ |
99,800 |
|
|
$ |
96,100 |
|
Percent increase |
|
|
+3.9 |
% |
|
|
|
|
|
|
|
(1) |
|
The Company computes weighted average weekly sales per restaurant by dividing total
restaurant sales for the period by the total number of days all restaurants were open for the
period to obtain a daily sales average, with the daily sales average then multiplied by seven
to arrive at weekly average sales per restaurant. Days on which restaurants are closed for
business for any reason other than the scheduled closure of all J. Alexanders restaurants on
Thanksgiving day and Christmas day are excluded from this calculation. Weighted average
weekly same store sales per restaurant are computed in the same manner as described above
except that sales and sales days used in the calculation include only those for restaurants
open for more than 18 months. Revenue associated with reductions in liabilities for gift
cards which are considered to be only remotely likely to be redeemed is not included in the
calculation of weighted average weekly sales per restaurant or weighted average weekly same
store sales per restaurant. |
11
|
|
|
(2) |
|
Includes the twenty-seven restaurants open for more than eighteen months. |
Net Sales
Net sales increased by approximately $1.3 million, or 3.7%, in the first quarter of 2007
compared to the same period of 2006 primarily due to an increase of 8.5% in the average check per
guest, which was partially offset by a decrease of an estimated 4.8% in average weekly guest
counts, on a same store basis.
Management estimates that the weekly average check per guest, including alcoholic beverage
sales, increased to $24.35 in the first quarter of 2007 from $22.45 in the first quarter of 2006.
Management believes that the increase was the result of a combination of factors including higher
menu prices, increased wine sales, which management believes are due to additional emphasis placed
on the Companys wine feature program, and emphasis on the Companys special menu features which
generally are priced higher than many of the Companys other menu offerings.
Management estimates that menu prices increased by approximately 4% in the first quarter of
2007 over the same period of 2006. This estimate reflects the effect of menu price increases
without considering any change in product mix because of price increases and may not reflect
amounts effectively paid by the customer. Management believes that the decrease in guest counts in
the first quarter of 2007 was due to higher menu prices, to generally weak economic conditions
affecting certain restaurants in Ohio and, in a small number of locations, to competitive factors
and operational issues.
Restaurant Costs and Expenses
Total restaurant operating expenses decreased to 85.3% of net sales in the first quarter of
2007 from 87.0% in the corresponding period of 2006, with all restaurant operating expense
categories contributing to the decrease. Restaurant operating margins increased to 14.7% in the
first quarter of 2007 from 13.0% in the first period of the previous year.
Cost of sales, which includes the cost of food and beverages, decreased to 32.1% of net sales
in the first quarter of 2007 from 32.6% in the first quarter of 2006 due primarily to the effect of
increases in menu prices and lower alcoholic beverage costs, which more than offset higher prices
paid for poultry, salmon and certain other food commodities.
Beef purchases represent the largest component of the Companys cost of sales and typically
comprise approximately 28% to 30% of this expense category. The Company has entered into a beef
pricing agreement for all of its beef needs through February 2008 which
replaced the 12-month agreement which expired in March of 2007. Under the new agreement, the
Companys beef costs for existing restaurants are expected to increase by approximately 8.7%, or
$1,100,000, in 2007 compared to 2006, with most of the increase occurring in the last three
quarters of the year. In response to the higher beef input costs, the Company increased menu
prices by approximately 1% in March of 2007 and expects to further increase menu prices during the
second quarter of 2007.
12
<
Restaurant labor and related costs decreased to 30.7% of net sales in the first quarter of
2007 from 31.2% in the same period of 2006 as the favorable effects of menu price increases and
lower restaurant bonus accruals more than offset the effect of higher wage rates, including those
resulting from increases in the required cash wages paid to tipped employees in three states
beginning January 1, 2007. The Company estimates that the impact of the increases in the minimum
cash rate paid to tipped employees in these three states and one additional state which will have
an increased rate effective July 1, 2007 will be approximately $600,000 for 2007. Any increase in
the federal minimum wage rate in 2007 is not expected to have a significant impact on the Company
as long as there is no increase in required minimum cash wage paid to tipped employees.
Amounts recorded for depreciation and amortization of restaurant property and equipment did
not change significantly in the first quarter of 2007 compared to the first quarter of 2006 and
decreased to 3.5% of net sales in the 2007 quarter from 3.7% in the same quarter of 2006 due to the
increase in the net sales base.
Other operating expenses, which include restaurant level expenses such as china and supplies,
laundry and linen costs, repairs and maintenance, utilities, credit card fees, rent, property taxes
and insurance increased by $65,000 , or .9%, in the first quarter of 2007 compared to the first
quarter of 2006 and decreased to 19.0% of net sales during the first quarter of 2007 from 19.5% for
the first quarter of 2006 as the favorable effects of menu price increases and managements
emphasis on operating expense control offset the effects of higher service costs, higher credit
card fees and higher fixed asset write-offs associated with replacements and upgrades of the
Companys restaurant assets.
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 by $83,000 in the first quarter of 2007 versus the first period of 2006 primarily due to
lower management training and relocation expenses which were partially offset by higher bonus
accruals for the corporate management staff. General and administrative expenses decreased as a
percentage of net sales in the first quarter of 2007 compared to the first quarter of 2006 due to
the decrease in general and administrative expenses and a higher sales base. Training and travel
expenses are expected to increase in the last half of 2007 as a result of activities associated
with the opening of two new restaurants.
Other Income (Expense)
Net interest expense decreased in the first quarter of 2007 compared to the first period of
2006 primarily due to higher investment income, which is netted against interest expense for income
statement presentation, resulting from higher balances of invested funds and higher interest rates.
Income Taxes
The Companys income tax provision for the first quarter of 2007 is based on an estimated
effective tax rate of 27.2% for the fiscal year. The income tax provision for the first quarter of
2006 was based on an estimated effective tax rate of 24.2% for fiscal 2006, adjusted
13
<
for a favorable discrete item of $67,000 related to correction of a prior years federal
income tax return. These rates are lower than the statutory federal income tax rate of 34% due
primarily to the effect of FICA tip tax credits, with the effect of those credits being partially
offset by the effect of state income taxes.
LIQUIDITY AND CAPITAL RESOURCES
The Companys capital needs are primarily for the development and construction of new J.
Alexanders restaurants, for maintenance of and improvements to its existing restaurants, and for
meeting debt service requirements and operating lease obligations. Additionally, the Company paid
cash dividends to all shareholders aggregating $657,000 in January of 2007 and $653,000 in January
of 2006 which met the requirements to extend certain contractual standstill restrictions under an
agreement with its largest shareholder, and may consider paying additional dividends in that regard
in the future. The Company has met its needs and maintained liquidity in recent years primarily by
cash flow from operations, use of a bank line of credit, and through proceeds received from a
mortgage loan in 2002.
The Companys net cash provided by operating activities totaled $3,348,000 and $3,089,000 for
the first quarters of 2007 and 2006, respectively. Management expects that future cash flows from
operating activities will vary primarily as a result of future operating results. Cash and cash
equivalents on hand at April 1, 2007 were approximately $15 million.
The Company currently plans to open two new restaurants in 2007. Estimated cash expenditures
for capital assets for the year are approximately $11 million, including the costs to develop the
new restaurants planned for the year. Depending on the timing and success of managements efforts
to locate and develop acceptable sites, additional amounts could be expended in 2007 in connection
with the development of other new J. Alexanders restaurants to be opened subsequent to 2007.
Management believes cash and cash equivalents on hand at April 1, 2007 combined with cash flow
from operations will be adequate to meet the Companys capital needs for 2007. Managements
longer-term growth plans are to open three restaurants in 2008 and to maintain an annual unit
growth rate of approximately 10% after that time. While management does not believe its
longer-term growth plans will be constrained due to lack of capital resources, capital requirements
for this level of growth could exceed funds generated by the Companys operations. Management
believes that, if needed, additional financing would be available for future growth through an
increase in bank credit, 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 $25,000,000, had an outstanding
balance of $22,419,000 at April 1, 2007. It has an effective annual interest rate, including the
effect of the amortization of deferred issue costs, of 8.6% and is payable in equal monthly
installments of principal and interest of approximately $212,000 through November 2022. Provisions
of the mortgage loan and related agreements require that a minimum fixed charge coverage ratio of
1.25 to 1 be maintained for the businesses operated at the properties included under the mortgage
and that a funded debt to EBITDA (as defined in the loan agreement) ratio of
14
6 to 1 be maintained for the Company and its subsidiaries. The loan is pre-payable without
penalty after October 29, 2007, with a yield maintenance penalty in effect prior to that time. The
mortgage loan is secured by the real estate, equipment and other personal property of nine of the
Companys restaurant locations with an aggregate book value of $24,209,000 at April 1, 2007. The
real property at these locations is owned by JAX Real Estate, LLC, the borrower under the loan
agreement, which leases them to a wholly-owned subsidiary of the Company as lessee. The Company
has guaranteed the obligations of the lessee subsidiary to pay rents under the lease. JAX Real
Estate, LLC, is an indirect wholly-owned subsidiary of the Company which is included in the
Companys Condensed Consolidated Financial Statements. However, JAX Real Estate, LLC was
established as a special purpose, bankruptcy remote entity and maintains its own legal existence,
ownership of its assets and responsibility for its liabilities separate from the Company and its
other affiliates.
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 $7,363,000
at April 1, 2007, and the Company has also agreed not to encumber, sell or transfer four other
fee-owned properties. Provisions of the loan agreement require that the Company maintain a fixed
charge coverage ratio of at least 1.5 to 1 and a maximum adjusted debt to EBITDAR (as defined in
the loan agreement) ratio of 3.5 to 1. The loan agreement also provides that defaults which permit
acceleration of debt under other loan agreements constitute a default under the bank agreement and
restricts the Companys ability to incur additional debt outside of the agreement. Any amounts
outstanding under the line of credit bear interest at the LIBOR rate as defined in the loan
agreement plus a spread of 1.75% to 2.25%, depending on the Companys leverage ratio within a
permitted range. The maturity date of this credit facility is July 1, 2009 unless it is converted
to a term loan under the provisions of the agreement prior to May 1, 2009. There were no
borrowings outstanding under the line as of April 1, 2007.
The Company was in compliance with the financial covenants of its debt agreements as of April
1, 2007. Should the Company fail to comply with these covenants, management would likely request
waivers of the covenants, attempt to renegotiate them or seek other sources of financing. However,
if these efforts were not successful, amounts outstanding under the Companys debt agreements could
become immediately due and payable, and there could be a material adverse effect on the Companys
financial condition and operations.
OFF
BALANCE SHEET ARRANGEMENTS
As of May 14, 2007, the Company had no financing transactions, arrangements or other business
relationships with any unconsolidated affiliated entities. Additionally, the Company is not a party
to any financing arrangements involving synthetic leases or trading activities involving commodity
contracts. Contingent lease commitments are discussed in Note E, Commitments and Contingencies to
the Condensed Consolidated Financial Statements.
CONTRACTUAL OBLIGATIONS
In the ordinary course of business, the Company routinely executes contractual agreements for
cleaning services, linen usage, trash removal and similar type services. Whenever possible, these
agreements are limited to a term of one year or less and often contain a provision allowing the
Company to terminate the agreement upon providing a 30 day written notice. Subsequent to December
31, 2006, there have been a number of agreements of the nature
15
described above executed by the Company. None of them, individually or collectively, would be
considered material to the Companys financial position or results of operations in the event of
termination prior to the scheduled term.
The only contractual obligation entered into during the first quarter of 2007 considered
significant to the Company was the execution of a beef pricing agreement in the ordinary course of
business effective March 6, 2007. The agreement as originally executed was for all of the
Companys beef needs for 12 months with the exception of one product which was covered only through
mid-June of 2007. The agreement was recently amended to include this product for the entire
12-month period. Under the terms of the agreement, if the Companys supplier has contracted to
purchase specific products, the Company is obligated to purchase those products. The Companys
supplier has indicated it is under contract to purchase approximately $13.0 million of beef related
to the Companys annual pricing agreement for the period April 1, 2007 through March 5, 2008. This
amount compares to approximately $2.2 million of purchase obligations for beef at December 31, 2006
(under the agreement which expired March 5, 2007).
From 1975 through 1996, the Company operated restaurants in the quick-service restaurant
industry. The discontinuation of these quick-service restaurant operations included disposals of
restaurants that were subject to lease agreements which typically contained initial lease terms of
20 years plus two additional option periods of five years each. In connection with certain of
these dispositions, the Company remains secondarily liable for ensuring financial performance as
set forth in the original lease agreements. The Company can only estimate its contingent liability
relative to these leases, as any changes to the contractual arrangements between the current tenant
and the landlord subsequent to the assignment are not required to be disclosed to the Company. A
summary of the Companys estimated contingent liability as of April 1, 2007, is as follows:
|
|
|
|
|
Wendys restaurants (31 leases) |
|
$ |
3,600,000 |
|
Mrs. Winners Chicken & Biscuits restaurants (27 leases) |
|
|
1,200,000 |
|
|
|
|
|
Total contingent liability related to assigned leases |
|
$ |
4,800,000 |
|
|
|
|
|
There have been no payments by the Company of such contingent liabilities in the history of
the Company.
RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair
Value Measurements (SFAS 157). SFAS 157 provides guidance for using fair value to measure
assets and liabilities. The standard expands required disclosures about the extent to which
companies measure assets and liabilities at fair value, the information used to measure fair value,
and the effect of fair value measurements on earnings. SFAS 157 is effective for fiscal years
beginning after November 15, 2007. The Company is currently evaluating the impact of adopting SFAS
157 on its 2008 Consolidated Financial Statements.
In July 2006, the FASB issued FIN 48, which clarifies the accounting for uncertainty in tax
positions. FIN 48 requires that the Company recognize the impact of a tax position in the
Companys financial statements if that position is more likely than not of being sustained on
audit, based on the technical merits of the position. The provisions of FIN 48 became effective as
of the beginning of the Companys 2007 fiscal year and had no impact on the Companys
16
<
Condensed Consolidated Financial Statements upon adoption. See Note C, Income Taxes,
included in the Notes to the Condensed Consolidated Financial Statements elsewhere herein for
further discussion of the Companys adoption of FIN 48.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the Companys Condensed Consolidated Financial Statements, which have been
prepared in accordance with U.S. generally accepted accounting principles, requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting periods. On an ongoing basis,
management evaluates its estimates and judgments, including those related to its accounting for
gift card revenue, property and equipment, leases, impairment of long-lived assets, income taxes,
contingencies and litigation. Management bases its estimates and judgments on historical experience
and on various other factors that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
Critical accounting policies are defined as those that are reflective of significant judgments
and uncertainties, and potentially result in materially different results under different
assumptions and conditions. Management believes the following critical accounting policies are
those which involve the more significant judgments and estimates used in the preparation of the
Companys Condensed Consolidated Financial Statements.
Revenue Recognition for Gift Cards: The Company records a liability for gift cards at the
time they are sold by the Companys gift card subsidiary. Upon redemption, net sales are
recorded and the liability is reduced by the amount of card values redeemed. Reductions in
liabilities for gift cards which, although they do not expire, are considered to be only
remotely likely to be redeemed and for which there is no legal obligation to remit balances
under unclaimed property laws of the relevant jurisdictions, have been recorded as revenue
by the Company and are included in net sales in the Companys Condensed Consolidated
Statements of Income. Based on the Companys historical experience, management considers
the probability of redemption of a gift card to be remote when it has been outstanding for
24 months.
Property and Equipment: Property and equipment are recorded at cost and depreciated using
the straight-line method over the estimated useful lives of the assets. Leasehold
improvements are amortized over the lesser of the assets estimated useful life or the
expected lease term, generally including renewal options. Improvements are capitalized
while repairs and maintenance costs are expensed as incurred. Because significant judgments
are required in estimating useful lives, which are not ultimately known until the passage of
time and may be dependent on proper asset maintenance, and in the determination of what
constitutes a capitalized cost versus a repair or maintenance expense, changes in
circumstances or use of different assumptions could result in materially different results
from those determined based on the Companys estimates.
Lease Accounting: The Company is obligated under various lease agreements for certain
restaurant facilities. For operating leases, the Company recognizes rent expense
17
<
on a straight-line basis over the expected lease term. Capital leases are recorded as an
asset and an obligation at an amount equal to the lesser of the present value of the minimum
lease payments during the lease term or the fair market value of the leased asset.
Certain of the Companys leases include rent holidays and/or escalations in payments over
the base lease term, as well as the renewal periods. The effects of the rent holidays and
escalations have been reflected in capitalized costs or rent expense on a straight-line
basis over the expected lease term, which includes cancelable option periods when it is
deemed to be reasonably assured that the Company will exercise its options for such periods
due to the fact that the Company would incur an economic penalty for not doing so. The
lease term begins when the Company takes possession of or is given control of the leased
property. Beginning in 2007, rent expense incurred during the construction period for a
leased restaurant will be included in pre-opening expense. No construction period rent
expense was incurred in 2006. The leasehold improvements and property held under capital
leases for each leased restaurant facility are amortized on the straight-line method over
the shorter of the estimated life of the asset or the expected lease term used for lease
accounting purposes. Percentage rent expense is generally based upon sales levels and is
typically accrued when it is deemed probable that it will be payable. Allowances for tenant
improvements received from lessors are recorded as adjustments to rent expense over the term
of the lease.
Judgments made by the Company related to the probable term for each restaurant facility
lease affect the payments that are taken into consideration when calculating straight-line
rent and the term over which leasehold improvements for each restaurant facility are
amortized. These judgments may produce materially different amounts of depreciation,
amortization and rent expense than would be reported if different assumed lease terms were
used.
Impairment of Long-Lived Assets: When events and circumstances indicate that long-lived
assets most typically assets associated with a specific restaurant might be impaired,
management compares the carrying value of such assets to the undiscounted cash flows it
expects that restaurant to generate over its remaining useful life. In calculating its
estimate of such undiscounted cash flows, management is required to make assumptions, which
are subject to a high degree of judgment, relative to the restaurants future period of
operation, sales performance, cost of sales, labor and operating expenses. The resulting
forecast of undiscounted cash flows represents managements estimate based on both
historical results and managements expectation of future operations for that particular
restaurant. To date, all of the Companys long-lived assets have been determined to be
recoverable based on managements estimates of future cash flows.
Income Taxes: The Company had $7,902,000 of gross deferred tax assets at December 31, 2006,
consisting principally of $4,688,000 of tax credit carryforwards. U.S. generally accepted
accounting principles require that the Company record a valuation allowance against its
deferred tax assets unless it is more likely than not that such assets will ultimately be
realized.
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
18
<
of the Companys future taxable income adjusted by varying probability factors. Based on
its analysis, management concluded that for 2006 a valuation allowance was needed for
federal alternative minimum tax (AMT) credit carryforwards of $1,657,000 and for tax assets
related to certain state net operating loss carryforwards, the use of which involves
considerable uncertainty. The valuation allowance provided for these items at December 31,
2006 was $1,723,000. Even though the AMT credit carryforwards do not expire, their use is
not presently considered more likely than not because significant increases in earnings
levels are expected to be necessary to utilize them since they must be used only after
certain other carryforwards currently available, as well as additional tax credits which are
expected to be generated in future years, are realized.
Failure to achieve projected taxable income could affect the ultimate realization of the
Companys net deferred tax assets. Because of the uncertainties associated with projecting
future operating results, there can be no assurance that managements estimates of future
taxable income will be achieved and that there could not be an increase in the valuation
allowance in the future. It is also possible that the Company could generate taxable income
levels in the future which would cause management to conclude that it is more likely than
not that the Company will realize all, or an additional portion of, its deferred tax assets.
The Company will continue to evaluate the likelihood of realization of its deferred tax
assets and upon reaching any different conclusion as to the appropriate carrying value of
these assets, management will adjust them to their estimated net realizable value. Any such
revisions to the estimated realizable value of the deferred tax assets could cause the
Companys provision for income taxes to vary significantly from period to period, although
its cash tax payments would remain unaffected until the benefits of the various
carryforwards were fully utilized. However, because the remaining valuation allowance is
related to the specific deferred tax assets noted above, management does not anticipate any
further significant adjustments to the valuation allowance until the Companys projections
of future taxable income increase significantly.
In addition, certain other components of the Companys provision for income taxes must be
estimated. These include, but are not limited to, effective state tax rates, allowable tax
credits for items such as FICA taxes paid on reported tip income, and estimates related to
depreciation expense allowable for tax purposes. These estimates are made based on the best
available information at the time the tax provision is prepared. Income tax returns are
generally not filed, however, until several months after year-end. All tax returns are
subject to audit by federal and state governments, usually years after the returns are
filed, and could be subject to differing interpretations of the tax laws.
The above listing is not intended to be a comprehensive listing of all of the Companys
accounting policies and estimates. In many cases, the accounting treatment of a particular
transaction is specifically dictated by U.S. generally accepted accounting principles, with no need
for managements judgment in their application. There are also areas in which managements judgment
in selecting any available alternative would not produce a materially different result. For further
information, refer to the Condensed Consolidated Financial Statements and notes thereto included
elsewhere in this filing and the Companys audited Consolidated Financial Statements and notes
thereto included in the Companys Annual Report
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on Form 10-K for the year ended December 31, 2006 which contain accounting policies and other
disclosures required by U.S. generally accepted accounting principles.
FORWARD-LOOKING STATEMENTS
In connection with the safe harbor established under the Private Securities Litigation Reform
Act of 1995, the Company cautions investors that certain information contained in this Form 10-Q,
particularly information regarding future economic performance and finances, development plans, and
objectives of management is forward-looking information that involves risks, uncertainties and
other factors that could cause actual results to differ materially from those expressed or implied
by forward-looking statements. The Company disclaims any intent or obligation to update these
forward-looking statements. The Companys ability to pay a dividend will depend on its financial
condition and results of operations at any time a dividend is considered or paid. Other risks,
uncertainties and factors which could affect actual results include the Companys ability to
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 on consumer demand; the effect of
hurricanes and other weather disturbances which are beyond the control of the Company; the number
and timing of new restaurant openings and its ability to operate them profitably; competition
within the casual dining industry, which is very intense; competition by the Companys new
restaurants with its existing restaurants in the same vicinity; changes in consumer spending,
consumer tastes, and consumer attitudes toward nutrition and health; expenses incurred if the
Company is the subject of claims or litigation or increased governmental regulation; changes in
accounting standards, which may affect the Companys reported results of operations; and expenses
the Company may incur in order to comply with changing corporate governance and public disclosure
requirements of the Securities and Exchange Commission and the American Stock Exchange. See Risk
Factors included in the Companys Annual Report on Form 10-K for the year ended December 31, 2006
for a description of a number of risks and uncertainties which could affect actual results.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in the disclosures set forth in Item 7a of the Companys
Annual Report on Form 10-K for the year ended December 31, 2006.
Item 4. Controls and Procedures
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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 effectively and
timely provide them with material information relating to the Company and its
consolidated subsidiaries required to be disclosed in the reports the Company files or
submits under the Securities Exchange Act of 1934, as amended. |
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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 likely to materially affect, the Companys
internal control over financial reporting. |
PART II. OTHER INFORMATION
Item 6. Exhibits
(a) Exhibits:
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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 15, 2007
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/s/ Lonnie J. Stout II |
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Lonnie J. Stout II |
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Chairman, President and Chief Executive Officer |
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(Principal Executive Officer) |
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Date: May 15, 2007
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/s/ R. Gregory Lewis |
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R. Gregory Lewis |
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Vice President and Chief Financial Officer |
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(Principal Financial Officer) |
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J. ALEXANDERS CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit No.
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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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