Results In-Line with Expectations; Demonstrate
Unique Position in Market
J. Alexander’s Holdings, Inc. (NYSE:JAX) (“J. Alexander’s”)
today provided an update on the full year 2017 results of Ninety
Nine Restaurant & Pub (“99 Restaurants”), in connection with J.
Alexander’s previously announced acquisition of 99 Restaurants.
“These results are in-line with projections included in our
proxy materials and underscore our deep conviction in pursuing the
acquisition of 99 Restaurants,” said Lonnie J. Stout II, President
and Chief Executive Officer. “Despite a challenging environment,
Charlie and his team continue to demonstrate the unique value of
the 99 Restaurant concept, which largely insulates it from the
challenges faced by its competitors. We look forward to completing
this accretive merger and capitalizing on the significant
opportunities it provides to drive long-term, sustainable value for
J. Alexander’s shareholders.”
Cannae Holdings, Inc. (NYSE: CNNE), the majority owner and
operator of the 99 Restaurants, provided preliminary unaudited
sales results for the fourth quarter and fiscal year ended December
31, 2017 relative to 99 Restaurants in a Form 8-K filing dated
January 11, 2018. Based on these results, 99 Restaurants quarterly
net revenue for 2017, compared to figures included in their
projections for fiscal 2017, a summary of which was disclosed in
the J. Alexander’s proxy statement filed with the Securities and
Exchange Commission on December 21, 2017, was as set forth
below:
(Dollars in thousands)
Q1
2017
Q2
2017
Q3
2017
Q4
2017
Total
Actual Results for99 Restaurants $70,593
$72,679 $71,424 $96,504 $311,200
Included in Compiling Proxy Statement
Disclosures/Projections
$70,593 $72,679 $73,332 $96,517
$313,121 (Projected) (Projected) (Projected)
- The preliminary sales results are
reported on the fiscal fourth quarter period from September 4, 2017
through December 31, 2017 (17 weeks) and the fiscal 2017 period
from December 26, 2016 through December 31, 2017 (53 weeks). 99
Restaurants expects to report its full fourth quarter and fiscal
2017 results later in the first quarter of 2018.
- The fourth quarter of fiscal 2017
contained 17 weeks, or an additional week compared to the fourth
quarter of fiscal 2016. 99 Restaurants estimates the impact of the
additional week during both the fourth quarter and full fiscal year
of 2017, which included six days of operations due to the closure
of all restaurant locations on Christmas Day, totaled approximately
$6.0 million. Both the fourth quarter and full year projections for
fiscal 2017 included in compiling the proxy statement disclosures
included the estimated impact of the additional week.
- For the full fiscal year, net revenue
for 99 Restaurants for the 53 weeks ended December 31, 2017 totaled
approximately $311.2 million, an increase of $7.2 million, or 2.4%
compared to $304.0 million for the 52 weeks included in the fiscal
year ended December 25, 2016.
The J. Alexander’s Board of Directors believes this transaction
will create attractive value for, and is in the best interest of,
all shareholders, for reasons including:
- The transaction is expected to be
accretive to J. Alexander’s earnings per share.
- The acquisition presents opportunities
for synergies and management estimates that potential synergies
could have an annual positive impact on pre-tax income of $1.5
million to $2.0 million.
- The combination with 99 Restaurants
will help J. Alexander’s achieve more rapid growth and increase the
scale of operations.
J. Alexander’s Board recommends that shareholders vote
“FOR” this transaction on the WHITE proxy card. To
learn more about the transaction, please visit
www.jalexandersand99.com.
About J. Alexander’s
J. Alexander’s Holdings, Inc. is a collection of boutique
restaurants that focus on providing high quality food, outstanding
professional service and an attractive ambiance. The company
presently owns and operates the following concepts: J. Alexander’s,
Redlands Grill, Stoney River Steakhouse and Grill and Lyndhurst
Grill. J. Alexander’s Holdings, Inc. has its headquarters in
Nashville, Tennessee. To learn more about J. Alexander’s, please
visit www.jalexandersholdings.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
In connection with the safe harbor established under the Private
Securities Litigation Reform Act of 1995, J. Alexander’s Holdings,
Inc. (the “Company,” “J. Alexander’s” or “JAX”) cautions that
certain information contained or incorporated by reference in this
document and its filings with the Securities and Exchange
Commission (the “SEC”), in its press releases and in statements
made by or with the approval of authorized personnel 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 the forward-looking statements
contained herein. Forward-looking statements discuss the Company’s
current expectations and projections relating to our financial
condition, results of operations, plans, objectives, future
performance and business. Forward-looking statements are typically
identified by words or phrases such as “may,” “will,” “would,”
“can,” “should,” “likely,” “anticipate,” “potential,” “estimate,”
“pro forma,” “continue,” “expect,” “project,” “intend,” “seek,”
“plan,” “believe,” “target,” “outlook,” “forecast,” the negatives
thereof and other words and terms of similar meaning in connection
with any discussion of the timing or nature of future operating or
financial performance or other events. Forward-looking statements
include all statements that do not relate solely to historical or
current facts, including statements regarding the Company’s
expectations, intentions or strategies and regarding the future.
The Company disclaims any intent or obligation to update these
forward-looking statements.
Important factors that could cause actual results to differ
materially from those expressed or implied by the forward-looking
statements include, among other things: the fact that certain
directors and executive officers of the Company and 99 Restaurants,
LLC (“99 Restaurants”) may have interests in the transactions that
are different from, or in addition to, the interests of the
Company’s shareholders generally; uncertainties as to whether the
requisite approvals of the Company’s shareholders will be obtained;
the risk of shareholder litigation in connection with the
transactions and any related significant costs of defense,
indemnification and liability; the possibility that competing
offers will be made; the possibility that various closing
conditions for the transactions may not be satisfied or waived; the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement, including
circumstances that may give rise to the payment of a termination
fee by the Company; the effects of disruptions to respective
business operations of the Company or 99 Restaurants resulting from
the transactions, including the ability of the combined company to
retain and hire key personnel and maintain relationships with
suppliers and other business partners; the risks associated with
the future performance of the business of 99 Restaurants; the risks
of integration of the business of 99 Restaurants and the
possibility that costs or difficulties related to such integration
of the business of 99 Restaurants will be greater than expected;
the risk that the Company may not be able to obtain borrowing
pursuant to an amendment of its existing credit facility on
favorable terms, or at all, in order to repay the debt assumed in
connection with the consummation of the transactions; the
possibility that the anticipated benefits and synergies from the
proposed transactions cannot be fully realized or may take longer
to realize than expected; the fact that the Company has incurred
and will continue to incur substantial transaction-related costs;
and the fact that the transactions will dilute the Company’s
economic interest in certain operating subsidiaries of the Company,
and any increase in total revenue, income and cash flows of such
operating subsidiaries as a result of the transactions may not
outweigh such dilution. Further, the business of 99 Restaurants and
the business of the Company remain subject to a number of general
risks and other factors that may cause actual results to differ
materially. There can be no assurance that the proposed
transactions will in fact be consummated.
Additional information about these and other material factors or
assumptions underlying such forward looking statements are set
forth in the reports that the Company files from time to time with
the SEC, including those items listed under the “Risk Factors”
heading in Item 1.A of the Company’s Annual Report on Form 10-K for
the year ended January 1, 2017, and in its subsequent Quarterly
Reports on Form 10-Q, including for the quarters ended October 1,
2017, July 2, 2017, and April 2, 2017. The foregoing list of risk
factors is not exhaustive. These risks, as well as other risks
associated with the contemplated transactions, are more fully
discussed in the definitive proxy statement filed with the SEC on
December 21, 2017. These forward-looking statements reflect the
Company’s expectations as of the date of this communication. The
Company disclaims any intent or obligation to update these
forward-looking statements for any reason, even if new information
becomes available or other events occur in the future, except as
may be required by law.
The Company cautions shareholders and other interested parties
that certain statements and assumptions included in this document
include, make reference to, or otherwise rely on historical results
of financial operations and projected financial information of 99
Restaurants as reported to us by 99 Restaurant’s management team
without our independent verification.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, the Company has filed
with the SEC a definitive proxy statement on Schedule 14A on
December 21, 2017, which has been mailed to the Company’s
shareholders on or about December 22, 2017. SHAREHOLDERS OF THE
COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING WHITE PROXY CARD REGARDING THE PROPOSED MERGER AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may
obtain a free copy of the proxy statement and other filings
containing information about the Company at the SEC’s website at
www.sec.gov. The definitive proxy statement and the other filings
may also be obtained free of charge at the Company’s “Investor
Relations” website at investor.jalexandersholdings.com under the
tab “More” and then under the tab “SEC Filings.”
PARTICIPANTS IN THE SOLICITATION
The Company and certain of its respective directors and
executive officers, under the SEC’s rules, may be deemed to be
participants in the solicitation of proxies of the Company’s
shareholders in connection with the proposed merger. Information
about the directors and executive officers of the Company and their
ownership of Company common stock is set forth in the proxy
statement for the Company’s 2017 annual meeting of shareholders, as
filed with the SEC on Schedule 14A on April 11, 2017, and the
definitive proxy statement for the Company’s meeting of
shareholders to vote on the proposed merger, as filed with the SEC
on December 21, 2017. Additional information regarding the
interests of those participants and other persons who may be deemed
participants in the transactions are included in the
above-referenced definitive proxy statement regarding the proposed
merger. Free copies of these documents may be obtained as described
in the preceding paragraph.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20180112005702/en/
J. Alexander’s Holdings, Inc.Mark A. Parkey615-269-1900orSard
Verbinnen & CoPatrick Scanlan/Danya Al-Qattan212-687-8080
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