þ
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For quarterly period ended September 27, 2009 |
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For the transition period from _________________ to _________________________. |
Tennessee
|
62-0854056
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
|
3401
West End Avenue, Suite 260
|
||
P.O.
Box 24300
|
||
Nashville,
Tennessee
|
37202
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
|
Non-accelerated
filer ¨
|
Smaller
reporting company þ
|
|
(Do
not check if a smaller reporting company)
|
September
27
|
December
28
|
|||||||
2009
|
2008
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
and cash equivalents
|
$
|
1,590
|
$
|
2,505
|
||||
Accounts
and notes receivable
|
2,399
|
3,872
|
||||||
Inventories
|
1,147
|
1,370
|
||||||
Deferred
income taxes
|
1,098
|
1,098
|
||||||
Prepaid
expenses and other current assets
|
3,690
|
1,597
|
||||||
TOTAL
CURRENT ASSETS
|
9,924
|
10,442
|
||||||
OTHER
ASSETS
|
1,566
|
1,455
|
||||||
PROPERTY
AND EQUIPMENT, at cost, less accumulated depreciation and
amortization
of $55,417 and $50,882 at September 27, 2009 and
December 28,
2008, respectively
|
83,188
|
86,547
|
||||||
DEFERRED
INCOME TAXES
|
6,459
|
6,459
|
||||||
DEFERRED
CHARGES, less accumulated amortization of $784 and $709 at
September
27, 2009 and December 28, 2008, respectively
|
699
|
666
|
||||||
$
|
101,836
|
$
|
105,569
|
September
27
|
December
28
|
|||||||
2009
|
2008
|
|||||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accounts
payable
|
$
|
3,204
|
$
|
6,141
|
||||
Accrued
expenses and other current liabilities
|
5,408
|
3,951
|
||||||
Unearned
revenue
|
1,126
|
1,978
|
||||||
Current
portion of long-term debt and obligations under capital
leases
|
1,622
|
948
|
||||||
TOTAL
CURRENT LIABILITIES
|
11,360
|
13,018
|
||||||
LONG-TERM
DEBT AND OBLIGATIONS UNDER CAPITAL LEASES,
net
of portion classified as current
|
22,074
|
20,401
|
||||||
OTHER
LONG-TERM LIABILITIES
|
9,392
|
8,754
|
||||||
STOCKHOLDERS’
EQUITY
|
||||||||
Common
Stock, par value $.05 per share: Authorized 10,000,000 shares;
issued
and outstanding 5,946,860 and 6,754,860 shares at September
27,
2009 and December 28, 2008, respectively
|
297
|
338
|
||||||
Preferred
Stock, no par value: Authorized 1,000,000 shares; none
issued
|
—
|
—
|
||||||
Additional
paid-in capital
|
33,787
|
36,469
|
||||||
Retained
earnings
|
24,926
|
26,589
|
||||||
TOTAL
STOCKHOLDERS’ EQUITY
|
59,010
|
63,396
|
||||||
Commitments
and Contingencies
|
||||||||
$
|
101,836
|
$
|
105,569
|
Quarter
Ended
|
Nine
Months Ended
|
|||||||||||||||
Sept.
27
|
Sept.
28
|
Sept.
27
|
Sept.
28
|
|||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Net
sales
|
$
|
32,423
|
$
|
32,361
|
$
|
105,198
|
$
|
104,614
|
||||||||
Costs
and expenses:
|
||||||||||||||||
Cost
of sales
|
10,286
|
10,695
|
33,075
|
33,546
|
||||||||||||
Restaurant
labor and related costs
|
12,205
|
11,469
|
37,254
|
34,421
|
||||||||||||
Depreciation
and amortization of restaurant property and equipment
|
1,636
|
1,492
|
4,961
|
4,382
|
||||||||||||
Other
operating expenses
|
7,949
|
7,426
|
24,547
|
22,105
|
||||||||||||
Total
restaurant operating expenses
|
32,076
|
31,082
|
99,837
|
94,454
|
||||||||||||
General
and administrative expenses
|
2,477
|
2,470
|
7,554
|
7,394
|
||||||||||||
Pre-opening
expense
|
—
|
872
|
—
|
1,205
|
||||||||||||
Operating
income (loss)
|
(2,130
|
)
|
(2,063
|
)
|
(2,193
|
)
|
1,561
|
|||||||||
Other
income (expense):
|
||||||||||||||||
Interest
expense
|
(491
|
)
|
(402
|
)
|
(1,447
|
)
|
(1,281
|
)
|
||||||||
Interest
income
|
1
|
27
|
5
|
130
|
||||||||||||
Other,
net
|
12
|
17
|
43
|
51
|
||||||||||||
Total
other expense
|
(478
|
)
|
(358
|
)
|
(1,399
|
)
|
(1,100
|
)
|
||||||||
Income
(loss) before income taxes
|
(2,608
|
)
|
(2,421
|
)
|
(3,592
|
)
|
461
|
|||||||||
Income
tax benefit
|
1,289
|
426
|
1,929
|
343
|
||||||||||||
Net
income (loss)
|
$
|
(1,319
|
)
|
$
|
(1,995
|
)
|
$
|
(1,663
|
)
|
$
|
804
|
|||||
Basic
earnings (loss) per share
|
$
|
(.22
|
)
|
$
|
(.30
|
)
|
$
|
(.26
|
)
|
$
|
.12
|
|||||
Diluted
earnings (loss) per share
|
$
|
(.22
|
)
|
$
|
(.30
|
)
|
$
|
(.26
|
)
|
$
|
.12
|
|||||
Nine
Months Ended
|
||||||||
Sept.
27
|
Sept.
28
|
|||||||
2009
|
2008
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income (loss)
|
$
|
(1,663
|
)
|
$
|
804
|
|||
Adjustments
to reconcile net income (loss) to net cash provided by operating
activities:
|
||||||||
Depreciation
and amortization of property and equipment
|
5,005
|
4,427
|
||||||
Changes
in working capital accounts
|
73
|
(934
|
)
|
|||||
Other
operating activities
|
1,155
|
732
|
||||||
Net
cash provided by operating activities
|
4,570
|
5,029
|
||||||
Cash
flows from investing activities:
|
||||||||
Additions
to property and equipment
|
(2,096
|
)
|
(9,667
|
)
|
||||
Other
investing activities
|
(74
|
)
|
(71
|
)
|
||||
Net
cash used in investing activities
|
(2,170
|
)
|
(9,738
|
)
|
||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from bank line of credit agreement
|
200
|
—
|
||||||
Payments
under bank line of credit agreement
|
(200
|
)
|
—
|
|||||
Proceeds
from long-term borrowings
|
3,000
|
—
|
||||||
Payments
on debt and obligations under capital leases
|
(653
|
)
|
(707
|
)
|
||||
Decrease
in bank overdraft
|
(2,523
|
)
|
(524
|
)
|
||||
—
|
(666
|
)
|
||||||
Exercise
of stock options
|
—
|
121
|
||||||
Purchase
of stock
|
(3,005
|
)
|
—
|
|||||
Payment
of financing transaction costs
|
(134
|
)
|
—
|
|||||
Other
financing activities
|
—
|
42
|
||||||
Net
cash used in financing activities
|
(3,315
|
)
|
(1,734
|
)
|
||||
Decrease
in cash and cash equivalents
|
(915
|
)
|
(6,443
|
)
|
||||
Cash
and cash equivalents at beginning of period
|
2,505
|
11,325
|
||||||
Cash
and cash equivalents at end of period
|
$
|
1,590
|
$
|
4,882
|
||||
Supplemental
disclosures of non-cash items:
|
||||||||
Property
and equipment obligations accrued at beginning of period
|
$
|
558
|
$ | 610 | ||||
Property
and equipment obligations accrued at end of period
|
$
|
243
|
$
|
3,281
|
Quarter
Ended
|
Nine
Months Ended
|
|||||||||||||||
Sept.
27
|
Sept.
28
|
Sept.
27
|
Sept.
28
|
|||||||||||||
(In
thousands, except per share amounts)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Numerator:
|
||||||||||||||||
Net
income (loss) (numerator for basic and diluted earnings per
share)
|
$
|
(1,319
|
)
|
$
|
(1,995
|
)
|
$
|
(1,663
|
)
|
$
|
804
|
|||||
Denominator:
|
||||||||||||||||
Weighted
average shares (denominator for basic earnings per share)
|
5,947
|
6,679
|
6,373
|
6,672
|
||||||||||||
Effect
of dilutive securities
|
—
|
—
|
—
|
195
|
||||||||||||
Adjusted
weighted average shares (denominator for diluted earnings per
share)
|
5,947
|
6,679
|
6,373
|
6,867
|
||||||||||||
Basic
earnings (loss) per share
|
$
|
(.22
|
)
|
$
|
(.30
|
)
|
$
|
(.26
|
)
|
$
|
.12
|
|||||
Diluted
earnings (loss) per share
|
$
|
(.22
|
)
|
$
|
(.30
|
)
|
$
|
(.26
|
)
|
$
|
.12
|
Quarter
Ended
|
Nine
Months Ended
|
|||||||||||||||
Sept.
27
|
Sept.
28
|
Sept.
27
|
Sept.
28
|
|||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Net
sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||||||
Costs
and expenses:
|
||||||||||||||||
Cost
of sales
|
31.7
|
33.0
|
31.4
|
32.1
|
||||||||||||
Restaurant
labor and related costs
|
37.6
|
35.4
|
35.4
|
32.9
|
||||||||||||
Depreciation
and amortization of restaurant property and equipment
|
5.0
|
4.6
|
4.7
|
4.2
|
||||||||||||
Other
operating expenses
|
24.5
|
22.9
|
23.3
|
21.1
|
||||||||||||
Total
restaurant operating expenses
|
98.9
|
96.0
|
94.9
|
90.3
|
||||||||||||
General
and administrative expenses
|
7.6
|
7.6
|
7.2
|
7.1
|
||||||||||||
Pre-opening
expense
|
—
|
2.7
|
—
|
1.2
|
||||||||||||
Operating
income (loss)
|
(6.6
|
)
|
(6.4
|
)
|
(2.1
|
)
|
1.5
|
|||||||||
Other
income (expense):
|
||||||||||||||||
Interest
expense
|
(1.5
|
)
|
(1.2
|
)
|
(1.4
|
)
|
(1.2
|
)
|
||||||||
Interest
income
|
—
|
0.1
|
—
|
0.1
|
||||||||||||
Other,
net
|
—
|
0.1
|
—
|
—
|
||||||||||||
Total
other expense
|
(1.5
|
)
|
(1.1
|
)
|
(1.3
|
)
|
(1.1
|
)
|
||||||||
Income
(loss) before income taxes
|
(8.0
|
)
|
(7.5
|
)
|
(3.4
|
)
|
0.4
|
|||||||||
Income
tax benefit
|
4.0
|
1.3
|
1.8
|
0.3
|
||||||||||||
Net
income (loss)
|
(4.1
|
)%
|
(6.2
|
)%
|
(1.6
|
)%
|
0.8
|
%
|
||||||||
Restaurants
open at end of period
|
33
|
31
|
||||||||||||||
Average
weekly sales per restaurant (1):
|
||||||||||||||||
All
restaurants
|
$
|
75,500
|
$
|
81,600
|
$
|
81,700
|
$
|
89,100
|
||||||||
Percent
change
|
-7.5
|
%
|
-8.3
|
%
|
||||||||||||
Same
store restaurants (2)
|
$
|
77,900
|
$
|
82,200
|
$
|
84,200
|
$
|
89,700
|
||||||||
Percent
change
|
-5.2
|
%
|
-6.1
|
%
|
(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.
Alexander’s 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 thirty restaurants open for more than eighteen
months.
|
Wendy’s
restaurants (16 leases)
|
$
|
2,000,000
|
||
Mrs. Winner’s
Chicken & Biscuits restaurants (12 leases)
|
1,500,000
|
|||
Total
contingent liability related to assigned leases
|
$
|
3,500,000
|
(a)
|
Evaluation of disclosure
controls and procedures. The Company’s principal
executive officer and principal financial officer have conducted an
evaluation of the effectiveness of the Company’s 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 Company’s principal executive officer and
principal financial officer concluded that, as of the end of the period
covered by this quarterly report, the Company’s disclosure controls and
procedures were effective.
|
(b)
|
Changes in internal
controls. There were no changes in the Company’s
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 Company’s internal control over financial
reporting.
|
(a)
|
Exhibits:
|
Exhibit 31.1
|
Certification
of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
Exhibit 31.2
|
Certification
of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
Exhibit 32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
J.
ALEXANDER’S CORPORATION
|
||
Date:
November 12,
2009
|
/s/
Lonnie J. Stout II
|
|
Lonnie
J. Stout II
|
||
Chairman,
President and Chief Executive Officer
(Principal
Executive Officer)
|
||
Date:
November 12,
2009
|
/s/
R. Gregory Lewis
|
|
R.
Gregory Lewis
|
||
Vice
President and Chief Financial Officer
(Principal
Financial Officer)
|
Exhibit 31.1
|
Certification
of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
Exhibit 31.2
|
Certification
of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
Exhibit 32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|