-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VSJoH1yuNIFq5f/wdeulCHVSyVQKswFV8IJ+ZtWAvlumzwAQl+a4dL+nUACGFpDJ iZhKQEAT5oTrclMqMShWkQ== /in/edgar/work/20000809/0000950148-00-001653/0000950148-00-001653.txt : 20000921 0000950148-00-001653.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950148-00-001653 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JERRYS FAMOUS DELI INC CENTRAL INDEX KEY: 0000948308 STANDARD INDUSTRIAL CLASSIFICATION: [5812 ] IRS NUMBER: 953302338 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-26956 FILM NUMBER: 689671 BUSINESS ADDRESS: STREET 1: 12711 VENTURA BLVD STREET 2: STE 400 CITY: STUDIO CITY STATE: CA ZIP: 91604 BUSINESS PHONE: 8187668311 MAIL ADDRESS: STREET 1: 12711 VENTURA BLVD STREET 2: STE 400 CITY: STUDIO CITY STATE: CA ZIP: 91604 10-Q 1 e10-q.txt FORM 10-Q (6/30/00) 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------- ------------ Commission File No. 33-94724 JERRY'S FAMOUS DELI, INC. (Exact name of registrant as specified in its charter) California 95-3302338 - ------------------------------- ------------------------------------ (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 12711 Ventura Boulevard, Suite 400, Studio City, California 91604 ----------------------------------------------------------------- (Address of Principal Executive Offices) (818) 766-8311 -------------------------- (Registrant's Telephone Number, Including Area Code) ------------------------------------------------------------------ (Former name, former address and former fiscal year, if changed since last report) 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 [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of July 15, 2000, outstanding common shares totaled 4,673,043. 2 JERRY'S FAMOUS DELI, INC. INDEX
Page Number ------ PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999.................. 2 Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2000 and June 30, 1999........................................................ 3 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2000 and June 30, 1999......................................................... 4 Notes to Consolidated Financial Statements.............................................. 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General................................................................................. 7 Results of Operations................................................................... 8 Liquidity and Capital Resources......................................................... 9 Item 3. Quantitative and Qualitative Disclosure About Market Risk............................... 9 PART II - OTHER INFORMATION Items 1. through 6............................................................................... 10 Signatures.............................................................................. 11
1 3 JERRY'S FAMOUS DELI, INC. CONSOLIDATED BALANCE SHEETS
JUNE 30, DECEMBER 31, 2000 1999 ----------- ----------- (unaudited) ASSETS Current assets Cash and cash equivalents $ 65,807 $ 1,184,329 Account receivable, net 309,460 519,948 Inventory 1,416,962 1,382,784 Prepaid expenses 746,090 349,105 Deferred income taxes 288,725 288,725 Prepaid income taxes -- 201,700 ----------- ----------- Total current assets 2,827,044 3,926,591 Property and equipment, net 29,720,666 30,155,403 Deferred income taxes 312,531 312,531 Goodwill and covenants not to compete 8,982,973 9,184,526 Other assets 1,658,907 1,569,138 ----------- ----------- Total assets $43,502,121 $45,148,189 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable $ 2,330,495 $ 3,378,452 Accrued expenses 1,267,937 1,414,934 Sales tax payable 208,228 404,613 Income taxes payable 226,647 -- Current portion of capital leases 31,426 -- Current portion of long-term debt 1,700,955 1,700,955 ----------- ----------- Total current liabilities 5,765,688 6,898,954 Long-term debt 9,655,207 11,042,092 Capital leases 89,760 -- Deferred rent 440,613 456,774 ----------- ----------- Total liabilities 15,951,268 18,397,820 Minority interest 761,410 677,053 Shareholders' equity Preferred stock Series A, no par, 5,000,000 shares authorized; no shares issued or outstanding at June 30, 2000 or at December 31, 1999 -- -- Common stock, no par value, 60,000,000 shares authorized; 4,673,068 shares issued and outstanding at June 30, 2000 and December 31, 1999, respectively 24,575,522 24,575,522 Retained earnings 2,213,921 1,497,794 ----------- ----------- Total shareholders' equity 26,789,443 26,073,316 ----------- ----------- Total liabilities and shareholders' equity $43,502,121 $45,148,189 =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 2 4 JERRY'S FAMOUS DELI, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Revenues $ 16,264,346 $ 16,760,902 $ 35,084,663 $ 36,348,295 Cost of sales 5,548,398 5,828,203 11,874,303 12,650,885 ------------ ------------ ------------ ------------ Gross profit 10,715,948 10,932,699 23,210,360 23,697,410 Operating expenses Labor 5,905,089 6,296,216 12,281,367 13,158,966 Occupancy and other 2,134,036 2,240,217 4,417,961 4,655,152 Occupancy - related party 278,765 277,129 557,530 537,115 General and administrative expenses 1,067,435 1,174,913 2,299,298 2,391,038 Depreciation 716,749 667,308 1,408,272 1,373,277 Amortization 175,769 177,330 351,137 342,402 ------------ ------------ ------------ ------------ Total expenses 10,277,843 10,833,113 21,315,565 22,457,950 ------------ ------------ ------------ ------------ Income from operations 438,105 99,586 1,894,795 1,239,460 Other income (expense) Interest income 4,871 6,700 15,241 12,545 Interest expense (270,172) (307,084) (533,399) (666,043) Other income (expense), net 10,960 (2,548) 10,960 (2,548) ------------ ------------ ------------ ------------ Income (loss) before provision (benefit) for income taxes and minority interest 183,764 (203,346) 1,387,597 583,414 Provision (benefit) for income taxes 50,319 (95,087) 378,347 110,900 Minority interest 53,739 24,925 126,441 92,707 ------------ ------------ ------------ ------------ Net income (loss) $ 79,706 $ (133,184) $ 882,809 $ 379,807 ============ ============ ============ ============ Net income (loss) per share: Basic $ 0.02 $ (0.03) $ 0.19 $ 0.08 ============ ============ ============ ============ Diluted $ 0.02 $ (0.03) $ 0.19 $ 0.08 ============ ============ ============ ============ Weighted average shares outstanding - Basic 4,673,068 4,703,873 4,673,068 4,760,565 ============ ============ ============ ============ Weighted average shares outstanding - Diluted 4,673,068 4,712,256 4,673,068 4,768,947 ============ ============ ============ ============
The accompanying notes are an integral part of these consolidated financial statements. 3 5 JERRY'S FAMOUS DELI, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
SIX MONTHS ENDED JUNE 30, 2000 1999 ----------- ----------- Cash flows from operating activities: Net income $ 882,809 $ 379,807 ----------- ----------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,759,409 1,715,679 Minority interest 126,441 92,707 Deferred rent (16,161) (374) Changes in assets and liabilities: Accounts receivable 210,488 154,783 Inventory (34,178) 68,466 Prepaid expenses (396,985) 9,308 Income taxes receivable 201,700 208,900 Other assets (239,352) (21,863) Accounts payable (1,047,957) (503,258) Accrued expenses (146,997) (235,045) Sales tax payable (196,385) (225,580) Income taxes payable 226,647 -- ----------- ----------- Total adjustments 446,670 1,263,723 ----------- ----------- Net cash provided by operating activities 1,329,479 1,643,530 ----------- ----------- Cash flows from investing activities: Net proceeds from sale of assets 5,349 3,913,244 Additions to equipment (325,508) (492,941) Additions to improvements - land, building and leasehold (518,639) (545,351) ----------- ----------- Net cash (used in) provided by investing activities (838,798) 2,874,952 ----------- ----------- Cash flows from financing activities: Borrowings on credit facilities 513,592 560,000 Payments on long-term debt (1,900,477) (4,839,366) Payments of obligations under capital leases (13,552) -- Distributions paid to minority shareholders (166,682) -- Dividends paid to minority shareholders (42,084) (46,370) Purchase of Company's common stock -- (650,464) ----------- ----------- Net cash used in financing activities (1,609,203) (4,976,200) ----------- ----------- Net decrease in cash and cash equivalents (1,118,522) (457,718) Cash and cash equivalents, beginning of period 1,184,329 985,382 ----------- ----------- Cash and cash equivalents, end of period $ 65,807 $ 527,664 =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 4 6 JERRY'S FAMOUS DELI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION AND ORGANIZATION: Basis of Presentation The accompanying consolidated financial statements of Jerry's Famous Deli, Incorporated and its subsidiaries ("the Company") for the three and six months ended June 30, 2000 and June 30, 1999 have been prepared in accordance with generally accepted accounting principles and with the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements have not been audited by independent accountants, but include all adjustments (consisting of normal recurring adjustments) which are, in Management's opinion, necessary for a fair presentation of the financial condition, results of operations and cash flows for such periods. However, these results are not necessarily indicative of results for any other interim period or for the full year. The December 31, 1999 consolidated balance sheet is derived from the audited consolidated financial statements included in the Company's December 31, 1999 Form 10-K. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to requirements of the Securities and Exchange Commission. Management believes that the disclosures included in the accompanying interim financial statements and footnotes are adequate to make the information not misleading, but should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Form 10-K for the preceding fiscal year. Organization The accompanying consolidated financial statements consist of Jerry's Famous Deli, Incorporated ("JFD--Inc."), a California corporation, JFD--Encino ("JFD--Encino"), a California limited partnership, and National Deli Corporation, ("NDC"), a Florida corporation and wholly-owned subsidiary of JFD--Inc. JFD--Inc. and JFD--Encino operate family oriented, full-service restaurants. NDC operates The Epicure Market ("Epicure"), a specialty gourmet food store located in Miami Beach, Florida. These entities are collectively referred to as "Jerry's Famous Deli, Inc." or the "Company." JFD--Inc. and JFD--Encino include the operations of the Southern California restaurants located in Studio City, Encino, Marina del Rey, West Hollywood, Westwood, Sherman Oaks, Woodland Hills, and Costa Mesa. JFD--Inc. also includes the two Rascal House restaurants located in Miami Beach and Boca Raton, Florida. Reclassification Certain amounts in the previously presented financial statements have been reclassified to conform to the current period presentation. 2. SUPPLEMENTAL CASH FLOW INFORMATION
Six Months Ended June 30, ------------------------- 2000 1999 -------- -------- Supplemental cash flow information: Cash paid for: Interest............................................................... $537,600 $ 335,000 Income taxes........................................................... $ 50,000 $ 2,000 Supplemental information on noncash investing and financing activities: Capital lease obligation for new equipment............................. $134,737 $ --
5 7 JERRY'S FAMOUS DELI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. NET INCOME PER SHARE In accordance with Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share," basic net income per share is computed by dividing the net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing the net income attributable to common shareholders by the weighted average number of common and common share equivalents outstanding during the period. Common share equivalents included in the diluted computation represent shares issuable upon assumed exercise of stock options using the treasury stock method. 4. SALE OF PASADENA PROPERTY The Company closed escrow on the sale of its Pasadena facility at the close of business on May 2, 1999. The gross proceeds from the sale were $4,120,000. Of these proceeds, approximately $3,750,000 was used to reduce the Company's debt and the remaining proceeds were applied to other related costs of the sale. No significant gain or loss resulted from the sale. 5. SHAREHOLDERS' EQUITY As of February 3, 2000, the Company's stock is being traded over the Nasdaq SmallCap Market. On February 9, 2000, the Company completed a one-for-three reverse stock split of its Common Stock applicable to the shareholders of record on February 9, 2000. The reverse stock split reduced the Company's outstanding shares from 14,019,203 to approximately 4,673,068. All common share and per share amounts have been adjusted to give retroactive effect to the one-for-three reverse stock split for the periods presented. 6. SUBSEQUENT EVENT In May of 2000 the Starkman Family Partnership (an affiliate of the Company) advised the Company that it would be selling two parcels of land constituting the primary parking facility for the West Hollywood restaurant. The Company currently leases these two parcels from the Starkman Family Partnership on terms arranged before the Company's initial public offering. The Company had no option or right of first refusal in relation to the parcels. The West Hollywood restaurant facility is leased by the Company from a third party landlord. The parcels are required for use of the restaurant facility. The independent Directors of the Company determined that control of the parking lots was strategically important to the Company, especially in future lease negotiations with the landlord of the restaurant facility. In addition, with the rent projected to be equivalent to the carrying cost of the funds to purchase the property, the Directors believed that the future appreciation in value would be a valuable asset to the Company. The Starkman Family Partnership agreed to sell the parcels to the Company at a price determined by an independent third party appraiser acceptable to both the independent Directors and the Starkman Family Partnership. This transaction was approved in July 2000 and is expected to close in August 2000. The purchase price is set at $1,420,000. The purchase price will be financed through funds available on the Company's line of credit. Although the sales transaction is in escrow, the possibility does exist that it may not close due to unforeseen events. 6 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The following table presents for the three and six months ending June 30, 2000 and 1999, the Consolidated Statements of Operations of the Company expressed as percentages of total revenue. The results of operations for the first six months of 2000 are not necessarily indicative of the results to be expected for the full year ending December 31, 2000.
PERCENTAGE OF TOTAL REVENUE --------------------------- THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, --------------------------- ------------------------- 2000 1999 2000 1999 ------ ------ ------ ------ Revenues 100.0% 100.0% 100.0% 100.0% Cost of sales 34.1 34.8 33.8 34.8 ------ ------ ------ ------ Gross profit 65.9 65.2 66.2 65.2 Operating expenses Labor 36.3 37.6 35.0 36.2 Occupancy and other 14.8 15.0 14.2 14.3 ------ ------ ------ ------ Total operating expenses 51.1 52.6 49.2 50.5 General and administrative expenses 6.6 7.0 6.6 6.6 Depreciation and amortization expense 5.5 5.1 5.0 4.7 ------ ------ ------ ------ Total expenses 63.2 64.7 60.8 61.8 ------ ------ ------ ------ Income from operations 2.7 0.5 5.4 3.4 Interest income 0.0 0.0 0.0 0.0 Interest expense (1.7) (1.8) (1.5) (1.8) Other income, net 0.1 0.0 0.0 0.0 ------ ------ ------ ------ Income (loss) before provision for income taxes and minority interest 1.1 (1.3) 3.9 1.6 Provision (benefit) for income taxes 0.3 (0.6) 1.1 0.3 Minority interest 0.3 0.1 0.3 0.3 ------ ------ ------ ------ Net income (loss) 0.5% (0.8)% 2.5% 1.0% ====== ====== ====== ======
7 9 RESULTS OF OPERATIONS Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999 Revenues for the three months ended June 30, 2000 decreased approximately $497,000, or 3.0%, to approximately $16,264,000 for the 2000 quarter from approximately $16,761,000 for the 1999 quarter. The overall decrease in revenues was in part due to the sale of the Pasadena restaurant, which had revenues of approximately $246,000 for the quarter ended June 30, 1999. Also contributing to the overall decrease was a decrease in revenues of approximately $424,000 for the Florida restaurants and a decrease in revenues of approximately $165,000 or 1.6% in same store sales for the eight Southern California stores in operation since January 1, 1999. The combined decrease in revenues was primarily offset by an increase in sales of approximately $375,000 for The Epicure Market. Management attributes the decrease in restaurant sales primarily due to increased competition in both California and Florida. Cost of sales, as a percentage of revenues, decreased 0.7 percentage points to 34.1% for the 2000 quarter from 34.8% for the 1999 quarter. This decrease is primarily the result of the Company's continued focus on more efficient buying and increased management monitoring of purchase costs at both the restaurants and Epicure. Total expenses, as a percentage of revenues, decreased slightly by 1.5 percentage points to 63.2% for the three months ended June 30, 2000 from 64.7% for the three months ended June 30, 1999. The overall decrease in total expenses is primarily attributable to the overall decrease in operating expenses, which as a percentage of revenues, decreased 1.5 percentage points to 51.1% for the 2000 quarter from 52.6% for the 1999 quarter. The overall decrease in operating expenses is primarily attributable to a decrease in labor expense of 1.3 percentage points to 36.3% for the 2000 quarter from 37.6% for the 1999 quarter. The decrease in labor expense is primarily the result of operational improvements and the leveling of labor costs which occurs when all restaurants have been open for more than one year, combined with the impact of the sale of the Pasadena restaurant. Labor costs for Epicure decreased 1.5 percentage points to 29.3% of Epicure revenues for the 2000 quarter as compared to 30.8% for the same quarter in 1999. Also contributing to this decrease is a slight decrease in occupancy and other of 0.2 percentage points to 14.8% for the 2000 quarter from 15.0% for the same quarter in 1999. In addition, general and administrative expenses, as a percentage of revenues, decreased 0.4 percentage points, to 6.6% for the 2000 quarter from 7.0% in the 1999 quarter. However, this decrease was offset by the increase in depreciation and amortization expense, as a percentage of revenue, of 0.4 percentage point to 5.5% for 2000 from 5.1% for the 1999 quarter. The decrease in interest expense of approximately $37,000 to approximately $270,000 for the 2000 second quarter from approximately $307,000 for the same 1999 period, primarily resulted from the reduction of the Company's debt. Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999 Revenues decreased approximately $1,263,000, or 3.5%, to approximately $35,085,000 for the 2000 six-month period from approximately $36,348,000 for the 1999 six-month period. The overall decrease in revenues was in part due to the sale of the Pasadena restaurant, which had revenues of approximately $977,000 for the six months ended June 30, 1999. Also contributing to the overall decrease was a decrease in revenues of approximately $693,000 for the Florida restaurants and a decrease in revenues of approximately $100,000 or 0.5% in same store sales for the eight Southern California stores in operation since January 1, 1999. The combined decrease in revenues was primarily offset by an increase in sales of approximately $533,000 for The Epicure Market. The reason for this overall decrease is discussed in the above quarter-to-quarter comparison. Cost of sales, as a percentage of revenues, decreased 1.0 percentage points, to 33.8% for the 2000 period from 34.8% for the 1999 period. The reasons for this decrease are discussed in the above quarter-to-quarter comparison. 8 10 Total expenses, as a percentage of revenues, decreased slightly by 1.0 percentage point to 60.8% for the six months ended June 30, 2000 from 61.8% for the six months ended June 30, 1999. The overall decrease in total expenses is primarily attributable to the overall decrease in operating expenses, which as a percentage of revenues, decreased 1.3 percentage points to 49.2% for 2000 from 50.5% for the same six month 1999 period. The overall decrease in operating expenses is primarily attributable to a decrease in labor expense of 1.2 percentage points to 35.0% for the 2000 six month period from 36.2% for the same 1999 period. In addition, while general and administrative expenses, as a percentage of revenues, remained comparable at 6.6% for the 2000 and the 1999 six month period, the decrease in operating expenses was partially offset by a slight increase in depreciation and amortization expense, as a percentage of revenues, of 0.3 percentage point to 5.0% for the 2000 six month period from 4.7% for the same 1999 period. The aforementioned changes are mostly due to the same factors as those discussed above with respect to the quarter-to-quarter comparison. Interest expense decreased approximately $133,000 to approximately $533,000 for the period ended June 30, 2000 as compared to $666,000 for the same 1999 period mostly due to the reduction in the Company's debt. LIQUIDITY AND CAPITAL RESOURCES The Company paid down approximately $1,900,000 of debt and used approximately $167,000 for the distribution of capital to minority shareholders during the six months ended June 30, 2000. The Company's capital requirements are primarily for the development, construction and equipping of new restaurants. Generally, the Company leases the property and extensively remodels the existing building. Additional capital expenditures will be required if new locations are added. The cost of renovation will depend upon the style of restaurant being converted. Renovation of Jerry's Famous Deli restaurants have cost between $2.0 million and $3.0 million per location, or $267 to $400 per square foot. In September 1998, the Company entered into a $15,000,000 credit facility with BankBoston, N.A. in the form of a $9,000,000 term loan and $6,000,000 revolving line of credit. In conjunction with the agreement, the Company repaid certain existing debt with the proceeds from the term loan. The term loan and the revolver mature five years from inception and bear interest at the Eurodollar rate plus a variable percentage margin totaling approximately 8.6% at June 30, 2000. The debt is collateralized by assets of the Company and includes certain financial covenants. Management believes that cash on hand, including cash available on the line of credit and cash flows from operations will be sufficient for operation of the Company's existing restaurants and market. Future anticipated capital needs cannot be projected with certainty. Additional capital expenditures will be required if new locations are added. The Company continues to search for prime locations appropriate for its customer base and to develop them into restaurants, both in the Southern California and Southern Florida areas, as well as new areas, while continuing to provide quality food and service in its existing restaurants. However, the issue of whether or not to aggressively expand, in light of stock market conditions, is currently under review. The Company seeks to exploit its brand names for ancillary income from licensing and possibly third party retail sales. This is a new initiative and the outlook is not yet clear. Statements made herein that are not historical facts are forward looking statements and are subject to a number of risk factors, including the public's acceptance of the Jerry's Famous Deli format in each new location, consumer trends in the restaurant industry, competition from other restaurants, the costs and delays experienced in the course of remodeling or building new restaurants, the amount and rate of growth of administrative expenses associated with building the infrastructure needed for future growth, the availability, amount, type and cost of financing for the Company and general economic conditions and other factors. Further information on these and other factors is contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1999 and its other reports filed with the Securities and Exchange Commission. Item 3. Quantitative and Qualitative Disclosure About Market Risk. Not applicable. 9 11 PART II - OTHER INFORMATION Items 1. through 3. Not applicable. Item 4. Submission of Matters to a Vote of Security Holders. On May 19, 2000, the Company held its Annual Meeting of Shareholders. Shareholders voted upon the election of directors and upon the ratification of PricewaterhouseCoopers LLP, as the Company's independent public accountants for the fiscal year ending December 31, 2000. Isaac Starkman, Guy Starkman, Jason Starkman, Paul Gray, Stanley Schneider and Kenneth Abdalla, all of whom were directors prior to the Annual Meeting and were nominated by management for re-election, were re-elected at the meeting. The following votes were cast for each of the nominees: Name For Authority ---- --- Withheld --------- Isaac Starkman 4,148,722 41,649 Guy Starkman 4,148,722 41,649 Jason Starkman 4,148,722 41,649 Paul Gray 4,148,722 41,649 Stanley Schneider 4,148,722 41,649 Kenneth Abdalla 4,148,722 41,649 The following votes were cast for the ratification of PricewaterhouseCoopers LLP as the Company's independent public accountants for the fiscal year ending December 31, 2000: For: 4,173,071; Against: 9,123; Abstain: 8,177. Shareholders who wish to submit proposals to be included in the Company's proxy materials for the 2001 annual meeting may do so in accordance with Securities and Exchange Commission Rule 14a-8. For those shareholder proposals which are not submitted in accordance with Rule 14a-8, the Company's management proxies may exercise their discretionary voting authority, without any discussion of the proposal in the Company's proxy materials, for any proposal which is received by the Company after January 5, 2001. Items 5. and 6. Not applicable. 10 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. JERRY'S FAMOUS DELI, INC. Date: August 9, 2000 By: /s/ Isaac Starkman -------------------------------------------- Isaac Starkman Chief Executive Officer and Chairman of the Board of Directors By: /s/ Christina Sterling ------------------------------------------- Christina Sterling Chief Financial Officer 11 EX-27 2 ex27.txt FINANCIAL DATA SCHEDULE
5 6-MOS DEC-31-2000 JAN-01-2000 JUN-30-2000 65,807 0 312,820 3,360 1,416,962 2,827,044 44,574,951 14,854,285 43,502,121 5,765,688 9,655,207 0 0 24,575,522 2,213,921 43,502,121 35,084,663 35,084,663 11,874,303 11,874,303 21,315,565 0 533,399 1,261,156 378,347 882,809 0 0 0 882,809 0.19 0.19
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