Cautionary Statement Regarding Forward-Looking Statements

J. Alexander's Holdings, Inc. (also referred to herein as the "Company", "we", "us" or "our") cautions that certain information contained or incorporated by reference in this report and our other filings with the United States Securities and Exchange Commission (the "SEC"), in our 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 our 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 our expectations, intentions or strategies and regarding the future, including the impact of the novel coronavirus ("COVID-19") pandemic, reopening of the Company's restaurants, the Company's cash burn rate and the Company's plans to continue its review of strategic alternatives and its efforts to enhance shareholder value. We expressly disclaim any intent or obligation to update these forward-looking statements. Other risks, uncertainties and factors which could affect actual results include, but are not limited to:



  • the health and financial effects of the COVID-19 pandemic;


   •  our ability to reopen our restaurants for in-person dining, and thereafter
      to reestablish and maintain satisfactory guest count levels and maintain or
      increase sales and operating margin in our restaurants under varying
      economic conditions;


   •  the effect of higher commodity prices, unemployment and other economic
      factors on consumer demand as a result of COVID-19;


   •  COVID-19-related increases in food input costs or product shortages and our
      response to them;


   •  our ability to comply with new and existing financial covenants under our
      loan agreement and to borrow available amounts under our revolving line of
      credit;


   •  our ability to defer lease or contract payments or otherwise obtain
      concessions from landlords, vendors and other parties in light of the impact
      of the COVID-19 pandemic;


   •  the impact of pandemics, such as outbreaks of viruses, foodborne illnesses
      or other diseases;


   •  the impact of, and our ability to adjust to, general economic conditions and
      changes in consumer preferences;


   •  our ability to open new restaurants and operate them profitably, including
      our ability to locate and secure appropriate sites for restaurant locations,
      obtain favorable lease terms, attract guests to our restaurants or hire and
      retain personnel;


  • our ability to obtain financing on favorable terms, or at all;


   •  the strain on our infrastructure caused by the implementation of our growth
      strategy;


   •  our ability to successfully transition certain of our existing J.
      Alexander's locations to Redlands Grill locations and any other future
      concept locations;


  • the significant competition we face for guests, real estate and employees;


   •  the impact of economic downturns, volatile retail area traffic patterns or
      other disruptions in markets in which we have revenue or geographic
      concentrations within our restaurant base;


   •  our ability to increase sales at our existing restaurants and improve our
      margins at existing Stoney River restaurants;


   •  the impact of increases in the price of, and/or reductions in the
      availability of, commodities, particularly beef;


   •  the impact of negative publicity or damage to our reputation, which could
      arise from concerns regarding food safety and foodborne illnesses or other
      matters;


   •  the impact of changes in new information and attitudes regarding health and
      diets;


   •  the impact of proposed and future government regulation and changes in
      healthcare, labor, including minimum wage rates, and other laws;


  • our ability to utilize and manage social media;


  • our expectations regarding litigation or other legal proceedings or claims;


   •  our inability to cancel and/or renew leases and the availability of credit
      to our landlords and other retail center tenants;


   •  operating and financial restrictions imposed by our credit facility, our
      level of indebtedness and any future indebtedness;


  • the impact of the loss of key executives and management-level employees;


  • our ability to enforce our intellectual property rights;


   •  the impact of information technology system failures or breaches of our
      network security;


   •  the impact of any future impairment of our long-lived assets, including
      tradenames;


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  • the impact of any future acquisitions, joint ventures or other initiatives;


  • the impact of our ongoing process to review strategic alternatives;


   •  the impact of shortages, interruptions and price fluctuations on our ability
      to obtain ingredients from our limited number of suppliers;


  • our expectations regarding the seasonality of our business;


   •  the impact of adverse weather conditions, including hurricanes and other
      weather-related disturbances;


   •  the impact of store closures, decreased business levels and property damage
      related to civil disturbances;


   •  factors that are under the control of third parties, including governmental
      agencies; and


   •  the other matters found under "Risk Factors," "Management's Discussion and
      Analysis of Financial Condition and Results of Operations" and "Business"
      discussed in our Annual Report on Form 10-K for the fiscal year ended
      December 29, 2019 filed with the SEC on March 13, 2020, as amended on April
      17, 2020 (the "2019 Annual Report"), in subsequent filings and in Part II,
      Item 1A. Risk Factors of this report.

These factors should not be construed as exhaustive and should be read with the other cautionary statements in the 2019 Annual Report and this report. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results including the economic impact of the ongoing COVID-19 pandemic. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business" and elsewhere in the 2019 Annual Report, in subsequent filings and in Part II, Item 1A. Risk Factors of this report. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this Form 10-Q in the context of these risks and uncertainties. Forward-looking information provided by the Company pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 should be evaluated in the context of these factors. We expressly disclaim any intent or obligation to update these forward-looking statements.

Dollar amounts within this Management's Discussion and Analysis of Financial Condition and Results of Operations are presented in thousands except for average weekly sales per restaurant, average weekly same store sales per restaurant and average check per guest.

Overview

The Company, as the sole managing member of its subsidiary J. Alexander's Holdings, LLC, owns and operates complementary upscale dining restaurants including: J. Alexander's, Redlands Grill, Overland Park Grill, Merus Grill and Stoney River Steakhouse and Grill ("Stoney River"). For more than 29 years, J. Alexander's guests have enjoyed a contemporary American menu, polished service and an attractive ambiance. In February 2013, our team brought our quality and professionalism to the steakhouse category with the addition of the Stoney River concept. Stoney River provides "white tablecloth" service and food quality in a casual atmosphere at a competitive price. Our Redlands Grill concept offers guests a different version of our contemporary American menu and a distinct architectural design and feel. In 2018, we successfully converted one of our previous J. Alexander's locations in Kansas to the Overland Park Grill. In 2019, we opened Merus Grill in Houston, Texas. Each of these locations offers a contemporary American menu.

During the second quarter of 2020, the Company made the decision not to reopen the Lyndhurst Grill location in Cleveland, Ohio, after a review of its projected and historical financial performance. This location was required to be closed in mid-March 2020 due to COVID-19 related traffic limitations unique to that specific restaurant and remained closed.

Our business plan has evolved over time to include a collection of restaurants dedicated to providing guests with what we believe to be the highest quality food, high levels of professional service and a comfortable ambiance. By offering multiple restaurant concepts and utilizing unique non-standardized architecture and specialized menus, we believe we are positioned to continue to scale and grow our overall restaurant business in an efficient manner in urban and affluent suburban areas. We want each of our restaurants to be perceived by our guests as a locally managed, stand-alone dining experience. This differentiation permits us to successfully operate multiple restaurants in the same geographic market. If this strategy continues to prove successful, we may expand beyond our current existing concepts in the future. While each restaurant concept operates under a unique trade name, each of our restaurants is identified as a "J. Alexander's Holdings Restaurant."

We believe our restaurants deliver on our guests' desire for freshly-prepared, high quality food and exemplary service in a restaurant with architecture and design that varies from location to location. Through our combination with Stoney River and opening new restaurants, we have grown from 33 restaurants across 13 states in 2012 to 46 restaurants across 16 states as of June 8, 2020. Our



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financial performance has allowed us to invest significant amounts of capital to drive growth through the continuous improvement of existing locations, the development of plans to open new restaurants, and the hiring of personnel to support our growth plans.

We plan to execute the following strategies to continue to enhance the awareness of our restaurants, grow our sales and improve our profitability by:



   •  leveraging our new carry-out platform to drive off-premise sales both during
      the COVID-19 restriction period and on a long­term incremental basis;


   •  increasing our same store guest counts and sales through providing high
      quality food and service;


  • pursuing new restaurant development in the long-term;


  • potentially expanding beyond our current existing restaurant concepts; and


  • improving our margins and leveraging infrastructure.

The most recent restaurant openings include a Merus Grill in Houston, Texas, during November 2019 and a new Stoney River restaurant in Troy, Michigan, during October 2018. Additionally, the Company announced the signing of two leases to open a new Redlands Grill in San Antonio, Texas, and a new J. Alexander's restaurant in Madison, Alabama. We currently anticipate that the new Redlands Grill location will open in late 2020 while the J. Alexander's restaurant in Madison, Alabama is slated to begin operations in 2021. The opening of the Madison, Alabama, location has been delayed from its previously anticipated opening in 2020 due to the Company's decision to limit capital expenditures in 2020 in response to COVID-19. Our restaurants often have a slower ramp up than many other restaurant groups due to our reliance on repeat business from a relatively small group of guests within each market. Having opened seven restaurants since the beginning of 2016, all of which are at different stages of maturity, our near-term focus will be on building guest traffic and sales at certain of the newer locations while we continue to evaluate promising opportunities for new restaurant development as well as react to the impact of COVID-19 on our liquidity and restaurant performance in the near­term.

The locations that have been recently transitioned from a J. Alexander's restaurant to a Redlands Grill, Lyndhurst Grill or Overland Park Grill restaurant or opened as a Merus Grill restaurant have been included in the J. Alexander's results of operations, average weekly same store sales calculations and all other applicable disclosures, and are collectively referred to herein as "J. Alexander's / Grill" restaurants.

Recent Developments and Trends Impacting our Business

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic and the United States declared it a national public health emergency. As a result, we have experienced substantial disruptions in our operations including, but not limited to, suggested and mandated social distancing and stay-at-home orders, limited staffing and to-go only service in our restaurants and temporary restaurant closings. In states where social distancing requirements are beginning to be reduced, the Company continues to be impacted by orders that restrict capacity in its dining rooms. Each of these factors have limited our ability to generate revenue impacting results from operations and cash flows during the first quarter and second quarter of 2020, and may continue to do so for an extended period of time depending on the length of the pandemic and how significantly it affects the economy including guests' propensity to spend disposable income or changes in consumer habits due to fear of contracting the virus in public or as a result of unemployment. The Company was required to keep its dining rooms closed for a significant portion of the second quarter. Further, we expect that most, if not all, of our restaurants will operate on a limited-capacity basis for the balance of the second quarter in response to orders issued by government officials in an effort to limit the spread of COVID-19. The Company is also closely monitoring the impact of the pandemic on all aspects of its business, including on guests, employees, suppliers, vendors, landlords, distribution channels and other business partners.

As a result of factors noted above, the Company has taken steps to modify its operations, where necessary, for a limited period of time, including pivoting to a carry-out model as a means of generating revenue and cash flow and reopening dining rooms at a limited capacity in compliance with state and local government guidelines. We have made employee and guest health and safety our number one priority as we serve our guests during these uncertain times. We have provided personal protective equipment, such as masks, gloves and hand sanitizer to our team members, and we are checking employee temperatures daily. We are also observing social distancing requirements and routinely sanitizing high-touch surface areas in our restaurants. We have sought to develop menus that are friendly to an off-premise model providing guests with appetizers, salads, entrées, sides, wine, family meal kits that can be prepared at home and "butcher shop" style beef offerings. Restaurant and corporate management have evaluated, and continue to evaluate, ways to curtail spending including an ongoing review of operations to maximize efficiency, adjusting restaurant-level labor and reducing purchases of inventory to align with new levels of demand, limiting discretionary operating expenses including business travel, suspending all non-essential capital expenditures, and negotiating the deferral of new restaurant capital expenditures with



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contractors in addition to certain rent, insurance, tax and debt payments where possible. The Company also made the difficult decision to furlough restaurant employees that were not able to assist with the Company's carry-out program until their applicable restaurant can resume dine-in operations at a volume which would warrant a resumption of normal staffing levels. Additionally, the Company has held, and will continue to engage in, discussions with its lender to further enhance its liquidity including the full draw down on its available lines of credit in March 2020 as well as negotiating for modifications of these credit facilities during the second quarter of 2020 in order to make additional funds available for operations. The remainder of Management's Discussion and Analysis of Financial Condition and Results of Operations discusses a number of ways our business has been impacted by COVID-19.

Performance Indicators

We use the following key metrics in evaluating our performance:

Same Store Sales. We include a restaurant in the same store restaurant group starting in the first full accounting period following the 18th month of operations. Our same store restaurant base consisted of 45 restaurants at March 29, 2020. Changes in same store restaurant sales reflect changes in sales for the same store group of restaurants over a specified period of time. This measure highlights the performance of existing restaurants, as the impact of new restaurant openings and closed locations is excluded.

Measuring our same store restaurant sales allows us to evaluate the performance of our existing restaurant base. Various factors impact same store sales including:



   •  consumer recognition of our restaurants and our ability to respond to
      changing consumer preferences;


  • overall economic trends, particularly those related to consumer spending;


   •  our ability to operate restaurants effectively and efficiently to meet guest
      expectations;


  • pricing;


  • guest traffic;


  • spending per guest and average check amounts;


  • local competition;


  • trade area dynamics; and


  • introduction of new menu items.

Average Weekly Sales. Average weekly sales per restaurant is computed 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. The daily sales average is then multiplied by seven to arrive at average weekly sales per restaurant. Days on which restaurants are closed for business for any reason other than scheduled closures on Thanksgiving and Christmas are excluded from this calculation. Revenue associated with reduction in liabilities for gift cards which are not redeemed, commonly referred to as gift card breakage, is not included in the calculation of average weekly sales per restaurant.

Average Weekly Same Store Sales. Average weekly same store sales per restaurant is computed by dividing total restaurant same store sales for the period by the total number of days all same store restaurants were open for the period to obtain a daily sales average. The daily same store sales average is then multiplied by seven to arrive at average weekly same store sales per restaurant. Days on which restaurants are closed for business for any reason other than scheduled closures on Thanksgiving and Christmas are excluded from this calculation. Sales and sales days used in this calculation include only those for restaurants in operation at the end of the period which have been open for more than 18 months. Gift card breakage is not included in the calculation of average weekly same store sales per restaurant.

Average Check. Average check is calculated by dividing total restaurant sales by guest counts for a given time period. Total restaurant sales include food, alcohol and beverage sales. Average check is influenced by menu prices and menu mix. Management uses this indicator to analyze trends in guests' preferences, the effectiveness of menu changes and price increases on per guest expenditures.

Average Unit Volume. Average unit volume consists of the average sales of our restaurants over a certain period of time. This measure is calculated by multiplying average weekly sales by the relevant number of weeks for the period presented. This indicator assists management in measuring changes in guest traffic, pricing and development of our concepts.

Guest Counts. Guest counts are measured by the number of entrées ordered at our restaurants over a given time period.



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Key Financial Definitions

Net Sales. Net sales consist primarily of food and beverage sales at our restaurants, net of any discounts, such as management meals and employee meals, associated with each sale. Net sales are directly influenced by the number of operating weeks in the relevant period, the number of restaurants we operate and same store sales growth. Gift card breakage is also included in net sales.

Cost of Sales. Cost of sales is comprised primarily of food and beverage expenses and is presented net of earned vendor rebates. Food and beverage expenses are generally influenced by the cost of food and beverage items, distribution costs and menu mix. The components of cost of sales are variable in nature, increase with revenues, are subject to increases or decreases based on fluctuations in commodity costs, including beef prices, and depend in part on the controls we have in place to manage cost of sales at our restaurants.

Restaurant Labor and Related Costs. Restaurant labor and related costs includes restaurant management salaries, hourly staff payroll and other payroll-related expenses, including management bonus expenses, vacation pay, payroll taxes, emergency sick leave pay, fringe benefits and health insurance expenses.

Depreciation and Amortization. Depreciation and amortization principally includes depreciation on restaurant fixed assets, including equipment and leasehold improvements, and amortization of certain intangible assets for restaurants. We depreciate capitalized leasehold improvements over the shorter of the total expected lease term or their estimated useful life. As we open additional restaurants, depreciation and amortization is expected to increase as a result of our increased capital expenditures.

Other Operating Expenses. Other operating expenses includes repairs and maintenance, credit card fees, rent, property taxes, insurance, utilities, operating supplies and other restaurant-level related operating expenses.

Pre-opening Expenses. Pre-opening expenses consist of expenses incurred prior to opening a new restaurant and include principally manager salaries and relocation costs, payroll and related costs for training new employees, travel and lodging expenses for employees who assist with training new employees, and the cost of food and other expenses associated with practice of food preparation and service activities. Pre-opening expenses also include rent expense for leased properties for the period of time between taking control of the property and the opening of the restaurant.

General and Administrative Expenses. General and administrative expenses consist of costs related to certain corporate and administrative functions that support development and restaurant operations and provide an infrastructure to support future company growth. These expenses reflect management, supervisory and staff salaries and employee benefits, travel, information systems, training, corporate rent, depreciation of corporate assets, professional and consulting fees, technology and market research. These expenses have increased as a result of costs associated with being a public company, and we believe such expenses will continue to increase related to our anticipated growth. However, as we are able to leverage these investments made in our people and systems, we expect these expenses to decrease as a percentage of net sales over time.

Interest Expense. Interest expense consists primarily of interest on our outstanding indebtedness. Our debt issuance costs are recorded at cost and are amortized over the lives of the related debt.

Income Tax (Expense) Benefit. This represents tax expense or benefit related to the taxable income at the federal, state and local level.

Discontinued Operations. We remain a party to a lease for a restaurant that closed in 2013 which we determined met the criteria for classification as discontinued operations. Expenses related to continuing obligations under this lease agreement are recognized as discontinued operations, net.

Seasonality

Our business is subject to seasonal fluctuations. Historically, the percentage of our annual revenues earned during the first and fourth quarters has been higher due, in part, to increased gift card redemptions, guest traffic and private dining during the year-end holiday season. In addition, we operate on a 52-week or 53-week fiscal year that ends on the Sunday closest to December 31st. Each quarterly period includes 13 weeks of operations, except for a 53-week year when the fourth quarter has 14 weeks of operations. Fiscal year 2020 is a 53-week year. As many of our operating expenses have a fixed component, our operating income and operating income margins have historically varied from quarter to quarter. Accordingly, results for any one quarter are not necessarily indicative of results to be expected for any other quarter, or for the full fiscal year.



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