FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
| (Mark One) | ||
| x |
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
| For quarterly period ended June 29, 2003 | ||
| OR | ||
| o | 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
| 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)
(615)269-1900
(Registrants telephone number, including area code)
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 x No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Yes o No x
Common Stock Outstanding 6,423,139 shares at August 11, 2003.
Page 1 of 20 pages.
| PART I. FINANCIAL INFORMATION | ||||||||
| SIGNATURES | ||||||||
| EX-31.1 SECTION 302 CEO CERTIFICATION | ||||||||
| EX-31.2 SECTION 302 CFO CERTIFICATION | ||||||||
| EX-32.1 SECTION 906 CEO CERTIFICATION | ||||||||
| EX-32.2 SECTION 906 CFO CERTIFICATION | ||||||||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
J. Alexanders Corporation and Subsidiaries
Consolidated Condensed Balance Sheets
(Dollars in thousands, except per share amount)
| June 29 | December 29 | |||||||||
| 2003 | 2002 | |||||||||
| (Unaudited) | ||||||||||
ASSETS |
||||||||||
CURRENT ASSETS |
||||||||||
Cash and cash equivalents |
$ | 1,579 | $ | 10,525 | ||||||
Accounts and notes receivable, including current portion of
direct financing leases |
109 | 97 | ||||||||
Inventories |
831 | 790 | ||||||||
Deferred income taxes |
488 | 488 | ||||||||
Prepaid expenses and other current assets |
1,221 | 1,000 | ||||||||
TOTAL CURRENT ASSETS |
4,228 | 12,900 | ||||||||
OTHER ASSETS |
1,020 | 951 | ||||||||
PROPERTY AND EQUIPMENT, at cost, less allowances for
depreciation and amortization of $28,028 and $26,247 at
June 29, 2003, and December 29, 2002, respectively |
70,687 | 69,521 | ||||||||
DEFERRED INCOME TAXES |
712 | 712 | ||||||||
DEFERRED CHARGES, less amortization |
943 | 949 | ||||||||
| $ | 77,590 | $ | 85,033 | |||||||
-2-
| June 29 | December 29 | |||||||||||
| 2003 | 2002 | |||||||||||
| (Unaudited) | ||||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||
CURRENT LIABILITIES |
||||||||||||
Accounts payable |
$ | 2,068 | $ | 3,035 | ||||||||
Accrued expenses and other current liabilities |
4,675 | 4,982 | ||||||||||
Unearned revenue |
1,983 | 2,692 | ||||||||||
Current portion of long-term debt and obligations under
capital leases |
552 | 6,786 | ||||||||||
TOTAL CURRENT LIABILITIES |
9,278 | 17,495 | ||||||||||
LONG-TERM DEBT AND OBLIGATIONS UNDER CAPITAL
LEASES, net of portion classified as current |
24,369 | 24,451 | ||||||||||
OTHER LONG-TERM LIABILITIES |
2,447 | 2,288 | ||||||||||
STOCKHOLDERS EQUITY |
||||||||||||
Common Stock, par value $.05 per share: Authorized 10,000,000
shares; issued and outstanding 6,423,139 and 6,660,535 shares at
June 29, 2003, and December 29, 2002, respectively |
322 | 333 | ||||||||||
Preferred Stock, no par value: Authorized 1,000,000 shares; none
issued |
| | ||||||||||
Additional paid-in capital |
33,609 | 34,357 | ||||||||||
Retained earnings |
8,673 | 7,527 | ||||||||||
| 42,604 | 42,217 | |||||||||||
Note receivable Employee Stock Ownership Plan |
(536 | ) | (688 | ) | ||||||||
Employee notes receivable 1999 Loan Program |
(572 | ) | (730 | ) | ||||||||
TOTAL STOCKHOLDERS EQUITY |
41,496 | 40,799 | ||||||||||
| $ | 77,590 | $ | 85,033 | |||||||||
See notes to consolidated condensed financial statements.
-3-
J. Alexanders Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited in thousands, except per share amounts)
| Six Months Ended | Quarter Ended | |||||||||||||||||
| June 29 | June 30 | June 29 | June 30 | |||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||||
Net sales |
$ | 52,865 | $ | 49,982 | $ | 26,415 | $ | 24,350 | ||||||||||
Costs and expenses: |
||||||||||||||||||
Cost of sales |
16,927 | 15,768 | 8,512 | 7,566 | ||||||||||||||
Restaurant labor and related costs |
17,232 | 16,571 | 8,661 | 8,176 | ||||||||||||||
Depreciation and amortization of
restaurant property and equipment |
2,136 | 2,196 | 1,077 | 1,102 | ||||||||||||||
Other operating expenses |
9,518 | 9,198 | 4,767 | 4,685 | ||||||||||||||
Total restaurant operating expenses |
45,813 | 43,733 | 23,017 | 21,529 | ||||||||||||||
General and administrative expenses |
3,953 | 4,026 | 2,067 | 1,944 | ||||||||||||||
Pre-opening expense |
290 | | 19 | | ||||||||||||||
Operating income |
2,809 | 2,223 | 1,312 | 877 | ||||||||||||||
Other income (expense): |
||||||||||||||||||
Interest expense, net |
(1,061 | ) | (582 | ) | (525 | ) | (285 | ) | ||||||||||
Other, net |
(37 | ) | (32 | ) | (18 | ) | (13 | ) | ||||||||||
Total other expense |
(1,098 | ) | (614 | ) | (543 | ) | (298 | ) | ||||||||||
Income before income taxes and
cumulative effect of change in
accounting principle |
1,711 | 1,609 | 769 | 579 | ||||||||||||||
Income tax provision |
(565 | ) | (708 | ) | (254 | ) | (255 | ) | ||||||||||
Income before cumulative effect of
change in accounting principle |
1,146 | 901 | 515 | 324 | ||||||||||||||
Cumulative effect of change in
accounting principle |
| (171 | ) | | | |||||||||||||
Net income |
$ | 1,146 | $ | 730 | $ | 515 | $ | 324 | ||||||||||
Basic earnings per share: |
||||||||||||||||||
Income before cumulative effect of
change in accounting principle |
$ | .18 | $ | .13 | $ | .08 | $ | .05 | ||||||||||
Cumulative effect of change in
accounting principle |
| (.02 | ) | | | |||||||||||||
Basic earnings per share |
$ | .18 | $ | .11 | $ | .08 | $ | .05 | ||||||||||
Diluted earnings per share: |
||||||||||||||||||
Income before cumulative effect of
change in accounting principle |
$ | .17 | $ | .13 | $ | .08 | $ | .05 | ||||||||||
Cumulative effect of change in
accounting principle |
| (.02 | ) | | | |||||||||||||
Diluted earnings per share |
$ | .17 | $ | .11 | $ | .08 | $ | .05 | ||||||||||
See notes to consolidated condensed financial statements.
-4-
J. Alexanders Corporation and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited in thousands)
| Six Months Ended | |||||||||
| June 29 | June 30 | ||||||||
| 2003 | 2002 | ||||||||
Net cash provided by operating activities |
$ | 2,393 | $ | 3,162 | |||||
Net cash used by investing activities: |
|||||||||
Purchase of property and equipment |
(4,351 | ) | (1,736 | ) | |||||
Other investing activities |
(70 | ) | (63 | ) | |||||
| (4,421 | ) | (1,799 | ) | ||||||
Net cash (used) provided by financing activities: |
|||||||||
Payments on debt and obligations under capital leases |
(6,516 | ) | (1,721 | ) | |||||
Proceeds under bank line of credit agreement |
400 | 19,621 | |||||||
Payments under bank line of credit agreement |
(200 | ) | (19,653 | ) | |||||
Common stock repurchased |
(848 | ) | | ||||||
Reduction of employee notes receivable 1999 Loan Program |
158 | | |||||||
Other |
88 | 48 | |||||||
| (6,918 | ) | (1,705 | ) | ||||||
Decrease in cash and cash equivalents |
(8,946 | ) | (342 | ) | |||||
Cash and cash equivalents at beginning of period |
10,525 | 1,035 | |||||||
Cash and cash equivalents at end of period |
$ | 1,579 | $ | 693 | |||||
See notes to consolidated condensed financial statements.
-5-
J. Alexanders Corporation and Subsidiaries
Notes to Consolidated Condensed Financial Statements (Unaudited)
NOTE A BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with 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 generally accepted accounting principles for complete financial statements. Certain reclassifications have been made in the prior years consolidated condensed financial statements to conform to the 2003 presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the quarter and six months ended June 29, 2003, are not necessarily indicative of the results that may be expected for the fiscal year ending December 28, 2003. For further information, refer to the consolidated financial statements and footnotes thereto included in the J. Alexanders Corporations (the Companys) annual report on Form 10-K for the fiscal year ended December 29, 2002.
NOTE B EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
| (In thousands, except per share amounts) | Six Months Ended | Quarter Ended | |||||||||||||||
| June 29 | June 30 | June 29 | June 30 | ||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||
Numerator: |
|||||||||||||||||
Net income (numerator for basic earnings
per share) |
$ | 1,146 | $ | 730 | $ | 515 | $ | 324 | |||||||||
Effect of dilutive securities |
| | | | |||||||||||||
Net income after assumed conversions
(numerator for diluted earnings per share) |
$ | 1,146 | $ | 730 | $ | 515 | $ | 324 | |||||||||
Denominator: |
|||||||||||||||||
Weighted average shares (denominator for basic
earnings per share) |
6,544 | 6,788 | 6,471 | 6,790 | |||||||||||||
Effect of dilutive securities: |
|||||||||||||||||
Employee stock options |
80 | 59 | 74 | 87 | |||||||||||||
Adjusted weighted average shares and assumed
conversions (denominator for diluted earnings
per share) |
6,624 | 6,847 | 6,545 | 6,877 | |||||||||||||
Basic earnings per share |
$ | .18 | $ | .11 | $ | .08 | $ | .05 | |||||||||
Diluted earnings per share |
$ | .17 | $ | .11 | $ | .08 | $ | .05 | |||||||||
-6-
In situations where the exercise price of outstanding employee stock options is greater than the average market price of common shares, such options are excluded from the computation of diluted earnings per share because of their antidilutive impact. For the quarter ended June 29, 2003, options to purchase 421,000 shares of common stock, at prices ranging from $3.42 to $11.69, were excluded from the computation of diluted earnings per share due to their antidilutive effect. During the corresponding period of 2002, options to purchase 244,000 shares of common stock, at prices ranging from $3.44 to $11.69, were similarly excluded from the computation of diluted earnings per share.
For the six months ended June 29, 2003 and June 30, 2002, respectively, options to purchase 422,000 and 486,000 shares of common stock were excluded from the diluted earnings per share calculation, at prices ranging from $3.42 to $11.69 (2003) and $2.75 to $11.69 (2002).
NOTE C INCOME TAXES
The Companys provisions for income taxes for the first six months and second quarters of both 2003 and 2002 result from estimated federal alternative minimum tax (AMT) and state income taxes payable.
The effective tax rates result from the AMT rate being applied to the Companys pre-tax accounting income after adding back certain tax preference items as well as permanent differences and timing differences in book and tax income. The Company maintains a significant valuation allowance on its deferred tax assets, and no benefit is recognized in the current years income tax provision with respect to the AMT credit carryforward or other tax assets generated for the year. Further, because of the application of AMT, the Company at its current taxable income level is unable to take advantage of certain tax carryforwards that it has accumulated.
NOTE D LONG-TERM DEBT
In October 2002, the Company obtained $25,000,000 of long-term mortgage financing. The mortgage loan has an effective annual interest rate of 8.2% and is payable in equal monthly installments of principal and interest of approximately $212,000 through November 2022. At June 29, 2003, the mortgage loan had an outstanding balance of $24,699,000. A portion of the proceeds from this loan was used to pay off the outstanding balance of $15,470,000 on the Companys bank line of credit as of October 29, 2002, terminating that facility. Remaining funds were used during 2003 primarily for retiring the Companys Convertible Subordinated Debentures and for new restaurant development. During the quarter ended March 30, 2003, the Company redeemed $4,000,000 of the Convertible Subordinated Debentures and the remaining $2,250,000 of obligations were redeemed effective June 1, 2003.
On May 12, 2003, the Company entered into a $5 million secured bank line of credit agreement which is available for financing capital expenditures related to the development of new restaurants and for general operating purposes. Borrowings outstanding under this line of credit totaled $200,000 at June 29, 2003. Provisions of the line of credit agreement require that a minimum fixed charge coverage ratio be maintained and that the Companys leverage ratio not
-7-
exceed a specified level. The Companys ability to incur additional debt outside of the line of credit is also restricted. The line of credit is secured by the real estate of two of the Companys restaurant locations with an aggregate book value of $8,273,000 at June 29, 2003 and bears interest at the rate of LIBOR plus a spread of two to four percent, depending on the leverage ratio. The credit line expires on April 30, 2006, unless converted to a term loan prior to March 30, 2006 under the provisions of the agreement.
NOTE E STOCK BASED COMPENSATION
The Company accounts for its stock compensation arrangements using the intrinsic value method in accordance with Accounting Principles Board (APB) Opinion No. 25 Accounting for Stock Issued to Employees and, accordingly, typically recognizes no compensation expense for such arrangements.
The following table represents the effect on net income and earnings per share if the Company had applied the fair value based Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation:
| (In thousands, except per share amounts) | Six Months Ended | Quarter Ended | |||||||||||||||
| June 29 | June 30 | June 29 | June 30 | ||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||
Net income, as reported |
$ | 1,146 | $ | 730 | $ | 515 | $ | 324 | |||||||||
Deduct: Total stock-based
employee compensation expense
determined under fair value
methods for all awards, net of
related tax effects |
(60 | ) | (72 | ) | (28 | ) | (36 | ) | |||||||||
Pro forma net income |
$ | 1,086 | $ | 658 | $ | 487 | $ | 288 | |||||||||
Net income per share: |
|||||||||||||||||
Basic, as reported |
$ | .18 | $ | .11 | $ | .08 | $ | .05 | |||||||||
Basic, pro forma |
$ | .17 | $ | .10 | $ | .08 | $ | .04 | |||||||||
Diluted, as reported |
$ | .17 | $ | .11 | $ | .08 | $ | .05 | |||||||||
Diluted, pro forma |
$ | .16 | $ | .10 | $ | .07 | $ | .04 | |||||||||
Weighted average shares used
in computation: |
|||||||||||||||||
Basic |
6,544 | 6,788 | 6,471 | 6,790 | |||||||||||||
Diluted |
6,624 | 6,847 | 6,545 | 6,877 | |||||||||||||
As required, the pro forma disclosures above include options granted since January 1, 1995. Consequently, the effects of applying SFAS No. 123 for providing pro forma disclosures may not be representative of the effects on reported net income for future years until all options outstanding are included in the pro forma disclosures. For purposes of pro forma disclosures, the estimated fair value of stock-based compensation plans and other options is amortized to expense primarily over the vesting period.
-8-