BJ's Restaurants, Inc. (Nasdaq:BJRI) ("BJ's" or the "Company")
announced today that it has reached an agreement with PW Partners
Atlas Fund II LP, Luxor Capital Partners LP and certain other
shareholders (collectively, the "PW Partners / Luxor Group") under
which the Company has agreed to nominate three new independent
directors at the Company's 2014 Annual Meeting of Shareholders (the
"2014 Annual Meeting"), one of which has been appointed to the
Board of Directors effective immediately. BJ's also announced that
it is implementing additional initiatives to enhance long-term
value for the Company's shareholders, including a $50 million share
repurchase authorization and a further expansion of the Company's
current non-strategic cost optimization initiative.
"Our Board of Directors and management team remain committed to
the continued execution of our national restaurant expansion plan
as a key driver in building the BJ's brand and creating sustainable
long-term value for our shareholders," said Jerry Deitchle, BJ's
Chairman of the Board. "The new independent directors and
additional initiatives announced today reflect our ongoing
commitment to pursuing opportunities to steadily build shareholder
value as we grow our business in a high-quality and scalable
manner."
AGREEMENT WITH PW PARTNERS / LUXOR GROUP TO IMMEDIATELY APPOINT
ONE AND NOMINATE TWO ADDITIONAL INDEPENDENT DIRECTORS
Under the agreement with the PW Partners / Luxor Group, Mark
McEachen has been appointed to the Company's Board of Directors and
will serve on the Board's Compensation Committee and Audit
Committee. Additionally, Mark McEachen, Patrick Walsh and Noah
Elbogen will be included on the Company's slate of Board nominees
for election at the 2014 Annual Meeting. Current Board members
John ("Jack") Grundhofer and William ("Bill") Hyde will retire from
the Board effective at the 2014 Annual Meeting. As a result,
the Company's Board of Directors has been increased by one seat to
11 members. The PW Partners / Luxor Group, which collectively
owns approximately 16% of the Company's outstanding shares, has
agreed to vote its shares for the Company's nominees at the
upcoming 2014 Annual Meeting.
"The Board believes this agreement is in the best interest of
the Company and all of our shareholders," said Mr.
Deitchle. "We look forward to welcoming Patrick, Mark and Noah
to our Board and believe they will enhance our Board's collective
experience and expertise. On behalf of the Board, I'd like to
thank Jack and Bill for their highly valuable service and
significant contributions to BJ's success over the years. Both
have been outstanding directors and have served with
distinction."
The agreement with PW Partners / Luxor Group will be filed on a
Form 8-K with the Securities and Exchange Commission. The
Company expects to file proxy materials for its 2014 Annual Meeting
in the near future.
$50 MILLION SHARE REPURCHASE PLAN
The Company's Board of Directors has authorized the repurchase
of up to $50 million of the Company's common stock. Of that
authorized amount, BJ's expects to repurchase at least $25 million
by the end of fiscal 2014. The Company currently anticipates
funding share repurchases utilizing its cash flow from operations,
cash balances on hand and existing credit facility.
"In light of our substantial current cash flow from operations
and strong balance sheet, we believe that BJ's is well-positioned
to return capital to shareholders in the form of a repurchase
program, while we continue delivering improvements in total
productive capacity with a targeted annual increase in total
restaurant operating weeks of at least 10% during the next several
years, and also continue executing our recently announced
sales-building and brand initiatives," said Greg Trojan, BJ's
President and Chief Executive Officer.
Pursuant to the share repurchase authorization, purchases may be
made from time to time in the open market, through block purchases
or in privately negotiated transactions, in accordance with
applicable securities laws. The timing and actual amount of
shares to be purchased will be subject to management's evaluation
of market conditions, applicable legal requirements, the Company's
ongoing evaluation of its capital position and capital requirements
and other factors.
EXPANSION OF NON-STRATEGIC COST OPTIMIZATION INITIATIVE
At the Company's Analyst Day in February 2014, BJ's announced a
cost optimization initiative consisting of a series of actions
designed to reduce costs that do not directly affect the quality
and value of the dining experience of BJ's guests. Today, the
Company announced that it has retained a nationally recognized
consultant to assist in the ongoing implementation of its
cost-optimization initiative.
"The profitability of our restaurants is central to our value
proposition," said Mr. Trojan. "Earlier this year, we began
executing our cost optimization initiative. While we are
pleased with our results to date, more remains to be done. We
believe the elimination of certain additional non-strategic
spending will allow us to further accelerate earnings growth while
preserving the unique dining experience we deliver to our guests
and the high-quality support we provide to our restaurant
operators."
About BJ's Restaurants, Inc.
BJ's Restaurants, Inc. currently owns and operates 149 casual
dining restaurants under the BJ's Restaurant & Brewery®, BJ's
Restaurant & Brewhouse®, BJ's Pizza & Grill® and BJ's
Grill® brand names. BJ's Restaurants offer an innovative and
broad menu featuring award-winning, signature deep-dish pizza
complemented with generously portioned salads, appetizers,
sandwiches, soups, pastas, entrees and desserts, including the
Pizookie® dessert. Quality, flavor, value, moderate prices and
sincere service remain distinct attributes of the BJ's
experience. The Company operates several microbreweries in
addition to using independent third party brewers to produce and
distribute BJ's critically acclaimed proprietary craft beers
throughout the chain. The Company's restaurants are located in
California (64), Texas (30), Florida (15), Arizona (6), Colorado
(5), Nevada (5), Ohio (4), Washington (4), Oklahoma (3), Oregon
(3), Kentucky (2), Virginia (2), Arkansas (1), Indiana (1), Kansas
(1), Louisiana (1), Maryland (1) and New Mexico (1). Visit
BJ's Restaurants, Inc. on the Web at
http://www.bjsrestaurants.com.
Certain statements in the preceding paragraphs and all other
statements that are not purely historical constitute
"forward-looking" statements for purposes of the Securities Act of
1933 and the Securities and Exchange Act of 1934, as amended, and
are intended to be covered by the safe harbors created
thereby. Such statements include, but are not limited to,
those regarding BJ's national restaurant expansion plan, earnings
growth and growth in long-term value for shareholders and targeted
increases in total restaurant operating weeks. These
"forward-looking" statements involve known and unknown risks,
uncertainties and other factors which may cause actual results to
be materially different from those projected or
anticipated. Factors that might cause such differences
include, but are not limited to: (i) our ability to manage an
increasing number of new restaurant openings, (ii) construction
delays, (iii) labor shortages, (iv) increase in minimum wage and
other employment related costs, including the potential impact of
the Patient Protection and Affordable Care Act on our operations,
(v) the effect of credit and equity market disruptions on our
ability to finance our continued expansion on acceptable terms,
(vi) food quality and health concerns, (vii) factors that impact
California, where 64 of our current 149 restaurants are located,
(viii) restaurant and brewery industry competition, (ix) impact of
certain brewery business considerations, including without
limitation, dependence upon suppliers, third party contractors and
related hazards, (x) consumer spending trends in general for casual
dining occasions, (xi) potential uninsured losses and liabilities
due to limitations on insurance coverage, (xii) fluctuating
commodity costs and availability of food in general and certain raw
materials related to the brewing of our craft beers and energy,
(xiii) trademark and service-mark risks, (xiv) government
regulations and licensing costs, (xv) beer and liquor regulations,
(xvi) loss of key personnel, (xvii) inability to secure acceptable
sites, (xviii) legal proceedings, (xix) other general economic and
regulatory conditions and requirements, (xx) the success of our key
sales-building and related operational initiatives, and (xxi)
numerous other matters discussed in the Company's filings with the
Securities and Exchange Commission, including its recent reports on
Forms 10-K, 10-Q and 8-K. The "forward-looking" statements
contained in this press release are based on current assumptions
and expectations and BJ's Restaurants, Inc. undertakes no
obligation to update or alter its "forward-looking" statements
whether as a result of new information, future events or
otherwise.
CONTACT: Investors
Greg Levin
BJ's Restaurants, Inc.
(714) 500-2400
JCIR
Joseph Jaffoni / Richard Land
(212) 835-8500
bjri@jcir.com
Media
Sard Verbinnen & Co
John Christiansen / Michael Henson
(415) 618-8750 / (212) 687-8080
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