10-Q 1 v74935e10-q.htm JERRY'S FAMOUS DELI, INC. 6/30/1 FORM 10-Q JERRY'S FAMOUS DELI, INC.
TABLE OF CONTENTS

CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
Results of Operations
Liquidity and Capital Resources
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
PART II — OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information
Item 6. Not applicable.
SIGNATURES

     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, 2001

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
Incorporation or Organization)
  (I.R.S. Employer Identification No.)

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 25, 2001, outstanding common shares totaled 4,673,040.

 


JERRY’S FAMOUS DELI, INC.

INDEX

         
        Page
        Number
       
PART I — FINANCIAL INFORMATION
Item 1.   Consolidated Financial Statements    
    Consolidated Balance Sheets as of June 30, 2001 and December 31, 2000.     2
    Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2001 and June 30, 2000.     3
    Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2001 and June 30, 2000.     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


JERRY’S FAMOUS DELI, INC.
CONSOLIDATED BALANCE SHEETS

                         
            June 30,   December 31,
            2001   2000
           
 
            (unaudited)        
ASSETS
               
Current assets
               
 
Cash and cash equivalents
  $ 462,450     $ 1,833,686  
 
Accounts receivable, net
    285,300       601,733  
 
Inventory
    1,168,375       1,298,418  
 
Prepaid expenses
    474,987       421,241  
 
Deferred income taxes
    285,511       285,511  
 
   
     
 
       
Total current assets
    2,676,623       4,440,589  
Property and equipment, net
    31,299,162       31,673,889  
Deferred income taxes
    96,183       96,183  
Goodwill and covenants not to compete
    8,458,267       8,720,620  
Other assets
    1,540,573       1,479,907  
 
   
     
 
     
Total assets
  $ 44,070,808     $ 46,411,188  
 
   
     
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities
               
 
Accounts payable
  $ 2,671,122     $ 3,136,596  
 
Accrued expenses
    1,395,571       1,563,454  
 
Sales tax payable
    205,290       354,813  
 
Income taxes payable
    160,411       31,826  
 
Current portion of capital lease obligation
    49,210       46,337  
 
Current portion of long-term debt
    1,712,260       1,712,260  
 
   
     
 
       
Total current liabilities
    6,193,864       6,845,286  
Long-term debt
    8,463,636       11,007,256  
Capital lease obligation
    92,233       119,710  
Deferred rent
    415,809       430,683  
 
   
     
 
     
Total liabilities
    15,165,542       18,402,935  
Minority interest
    485,353       504,098  
Shareholders’ equity
               
   
Preferred stock Series A, no par, 5,000,000 shares authorized; no shares issued or outstanding at June 30, 2001 or at December 31, 2000
           
   
Common stock, no par value, 60,000,000 shares authorized; 4,673,040 and 4,673,042 shares issued and outstanding at June 30, 2001 and December 31, 2000, respectively
    24,575,522       24,575,522  
   
Retained earnings
    3,844,391       2,928,633  
 
   
     
 
     
Total shareholders’ equity
    28,419,913       27,504,155  
 
   
     
 
     
Total liabilities and shareholders’ equity
  $ 44,070,808     $ 46,411,188  
 
   
     
 

The accompanying notes are an integral part of these consolidated financial statements.

2


JERRY’S FAMOUS DELI, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

                                         
            Three Months Ended June 30,   Six Months Ended June 30,
           
 
            2001   2000   2001   2000
           
 
 
 
Revenues
  $ 16,627,590     $ 16,264,346     $ 35,495,321     $ 35,084,663  
Cost of sales
    5,549,623       5,548,398       11,964,468       11,874,303  
 
   
     
     
     
 
     
Gross profit
    11,077,967       10,715,948       23,530,853       23,210,360  
Operating expenses
                               
 
Labor
    5,985,154       5,905,089       12,508,364       12,281,367  
 
Occupancy and other
    2,300,680       2,134,036       4,734,612       4,417,961  
 
Occupancy — related party
    234,251       278,765       468,502       557,530  
General and administrative expenses
    1,043,071       1,067,435       2,158,388       2,299,298  
Depreciation
    734,765       716,749       1,469,092       1,408,272  
Amortization
    183,973       175,769       373,946       351,137  
 
   
     
     
     
 
       
Total expenses
    10,481,894       10,277,843       21,712,904       21,315,565  
 
   
     
     
     
 
     
Income from operations
    596,073       438,105       1,817,949       1,894,795  
Other income (expense)
                               
 
Interest income
    4,366       4,871       10,139       15,241  
 
Interest expense
    (221,164 )     (270,172 )     (458,799 )     (533,399 )
 
Licensing income
    10,000       7,700       21,111       7,700  
 
Other income (expense), net
    7,751       3,260       13,460       3,260  
 
   
     
     
     
 
     
Income before income tax provision and minority interest
    397,026       183,764       1,403,860       1,387,597  
 
Income tax provision
    103,778       50,319       392,468       378,347  
 
Minority interest
    51,101       53,739       95,634       126,441  
 
   
     
     
     
 
     
Net income
  $ 242,147     $ 79,706     $ 915,758     $ 882,809  
 
   
     
     
     
 
Net income per share:
                               
   
Basic
  $ 0.05     $ 0.02     $ 0.20     $ 0.19  
 
   
     
     
     
 
   
Diluted
  $ 0.05     $ 0.02     $ 0.20     $ 0.19  
 
   
     
     
     
 
Weighted average shares outstanding — Basic
    4,673,040       4,673,068       4,673,040       4,673,068  
 
   
     
     
     
 
Weighted average shares outstanding — Diluted
    4,702,390       4,673,068       4,693,593       4,673,068  
 
   
     
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

3


JERRY’S FAMOUS DELI, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

                         
            Six Months Ended June 30,
           
            2001   2000
           
 
Cash flows from operating activities:
               
   
Net income
  $ 915,758     $ 882,809  
 
   
     
 
   
Adjustments to reconcile net income to net cash provided by operating activities:
               
     
Depreciation and amortization
    1,843,038       1,759,409  
     
Minority interest
    95,634       126,441  
     
Deferred rent
    (14,874 )     (16,161 )
Changes in assets and liabilities:
               
       
Accounts receivable
    316,433       210,488  
       
Inventory
    130,043       (34,178 )
       
Prepaid expenses
    (53,746 )     (396,985 )
       
Income taxes receivable
          201,700  
       
Other assets
    (172,259 )     (239,352 )
       
Accounts payable
    (465,474 )     (1,047,957 )
       
Accrued expenses
    (167,883 )     (146,997 )
       
Sales tax payable
    (149,523 )     (196,385 )
       
Income taxes payable
    128,585       226,647  
 
   
     
 
       
Total adjustments
    1,489,974       446,670  
 
   
     
 
       
Net cash provided by operating activities
    2,405,732       1,329,479  
 
   
     
 
Cash flows from investing activities:
               
   
Net proceeds from sale of assets
    19,774       5,349  
   
Additions to equipment
    (718,896 )     (325,508 )
   
Additions to improvements — land, building and leasehold
    (395,243 )     (518,639 )
 
   
     
 
       
Net cash used in investing activities
    (1,094,365 )     (838,798 )
 
   
     
 
Cash flows from financing activities:
               
   
Borrowings on credit facilities
    646,970       513,592  
   
Payments on long-term debt
    (3,190,590 )     (1,900,477 )
   
Payments of obligations under capital leases
    (24,604 )     (13,552 )
   
Distributions paid to minority shareholders
    (84,493 )     (166,682 )
   
Dividends paid to minority shareholders
    (29,886 )     (42,084 )
 
   
     
 
 
Net cash used in financing activities
    (2,682,603 )     (1,609,203 )
 
   
     
 
       
Net decrease in cash and cash equivalents
    (1,371,236 )     (1,118,522 )
Cash and cash equivalents, beginning of period
    1,833,686       1,184,329  
 
   
     
 
Cash and cash equivalents, end of period
  $ 462,450     $ 65,807  
 
   
     
 

The accompanying notes are an integral part of these consolidated financial statements.

4


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, 2001 and June 30, 2000 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, 2000 consolidated balance sheet is derived from the audited consolidated financial statements included in the Company’s December 31, 2000 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,
       
        2001   2000
       
 
Supplemental cash flow information:
               
 
Cash paid for:
               
   
Interest
  $ 499,100     $ 537,600  
   
Income taxes
  $ 263,900     $ 50,000  
Supplemental information on noncash investing and financing activities:
               
   
Capital lease obligation for new equipment
  $     $ 134,737  

5


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. 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.

     On April 27, 2001, the Company mailed to all of its shareholders of record as of April 6, 2001, an Offer to Purchase up to 600,000 shares of its Common Stock, at a purchase price of $5.30 per share. The Offer to Purchase will remain open until August 31, 2001, and is subject to certain conditions, as described in the Offer to Purchase.

5. New Accounting and Disclosure Standards Issued

     In July, 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141, “Business Combinations.” SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Use of the pooling-of-interest method will be prohibited. The Company has evaluated this Standard and believes that adoption will not have an impact on its consolidated financial statements.

     In July, 2001, the FASB also issued SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 142, which changes the accounting for goodwill and indefinite-lived intangible assets from an amortization method to an impairment-only approach, will be effective for fiscal years beginning after December 15, 2001. The Company has not determined the impact that adoption of this Standard will have on its consolidated financial statements.

6. Subsequent Event

     In July, 2001, the Company purchased the real estate parcel that it had previously leased for the Rascal House restaurant located in Boca Raton, Florida. The Company was informed that the landlord was selling the property for this restaurant and determined that it would be advantageous to exercise its right of first refusal included in the original lease. The purchase price was approximately $2,350,000. The purchase price was financed through a new term loan obtained from an existing lender.

6


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, 2001 and 2000, the Consolidated Statements of Operations of the Company expressed as percentages of total revenue. The results of operations for the first six months of 2001 are not necessarily indicative of the results to be expected for the full year ending December 31, 2001.

                                     
        Percentage of Total Revenue
       
        Three Months Ended June 30,   Six Months Ended June 30,
       
 
        2001   2000   2001   2000
       
 
 
 
Revenues
    100.0 %     100.0 %     100.0 %     100.0 %
Cost of sales
    33.4       34.1       33.7       33.8  
 
   
     
     
     
 
Gross profit
    66.6       65.9       66.3       66.2  
Operating expenses
                               
 
Labor
    36.0       36.3       35.2       35.0  
 
Occupancy and other
    15.3       14.8       14.7       14.2  
 
   
     
     
     
 
   
Total operating expenses
    51.3       51.1       49.9       49.2  
General and administrative expenses
    6.2       6.6       6.1       6.6  
Depreciation and amortization expense
    5.5       5.5       5.2       5.0  
 
   
     
     
     
 
   
Total expenses
    63.0       63.2       61.2       60.8  
 
   
     
     
     
 
Income from operations
    3.6       2.7       5.1       5.4  
Interest income
    0.0       0.0       0.0       0.0  
Interest expense
    (1.3 )     (1.7 )     (1.3 )     (1.5 )
Other income, net
    0.1       0.1       0.1       0.0  
 
   
     
     
     
 
Income before provision for income taxes and minority interest
    2.4       1.1       3.9       3.9  
Provision for income taxes
    0.6       0.3       1.1       1.1  
Minority interest
    0.3       0.3       0.3       0.3  
 
   
     
     
     
 
   
Net income
    1.5 %     0.5 %     2.5 %     2.5 %
 
   
     
     
     
 

7


Results of Operations

Three Months Ended June 30, 2001 Compared to Three Months Ended June 30, 2000

     Revenues for the three months ended June 30, 2001 increased approximately $364,000, or 2.2%, to approximately $16,628,000 for the 2001 quarter from approximately $16,264,000 for the 2000 quarter. The overall increase in revenues was primarily due to the increase in revenues for all stores. Contributing to the increase in revenues were the following: same store sales for the eight Southern California stores in operation since January 1, 2001 increased approximately $217,000 or 2.1%; the Rascal House restaurants increased revenues by approximately $58,000 or 2.2%; and, The Epicure Market increased revenues by approximately $84,000 or 2.3%.

     Cost of sales, as a percentage of revenues, decreased 0.7 percentage points to 33.4% for the 2001 quarter from 34.1% for the 2000 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 0.2 percentage point to 63.0% for the three months ended June 30, 2001 from 63.2% for the three months ended June 30, 2000. The overall decrease in total expenses is primarily attributable to the overall decrease in general and administrative expenses, which as a percentage of revenues, decreased 0.4 percentage point to 6.2% for the 2001 quarter from 6.6% for the 2000 quarter. This decrease was partially offset by the slight increase in operating expenses. The overall increase in operating expenses is primarily attributable to an increase in occupancy and other expense of 0.5 percentage point to 15.3% for the 2001 quarter from 14.8% for the 2000 quarter, mostly due to higher utility related costs. Labor costs decreased 0.3 percentage point to 36.0% for the 2001 quarter as compared to 36.3% for the same quarter in 2000. Depreciation and amortization expense as a percentage of revenue remained comparable at 5.5% for the three months ended June 30, 2001 as compared to the same 2000 quarter.

     The decrease in interest expense of approximately $49,000 to approximately $221,000 for the 2001 second quarter from approximately $270,000 for the same 2000 period, primarily resulted from the reduction of the Company’s debt.

Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000

     Revenues increased approximately $410,000, or 1.2%, to approximately $35,495,000 for the 2001 six-month period from approximately $35,085,000 for the 2000 six-month period. The overall increase in revenues was in part due to the increase in revenue of approximately $351,000 or 1.7% in same store sales for the eight Southern California stores in operation since January 1, 2000. Also contributing to the overall increase was an increase in revenues of approximately $144,000 or 1.8% for The Epicure Market. The combined increase was partially offset by a decrease in sales of approximately $85,000 or 1.3% for the Florida restaurants.

     Cost of sales, as a percentage of revenues, decreased 0.1 percentage point, to 33.7% for the 2001 period from 33.8% for the 2000 period. The reason for this decrease is discussed in the above quarter-to-quarter comparison.

     Total expenses, as a percentage of revenues, increased slightly by 0.4 percentage point to 61.2% for the six months ended June 30, 2001 from 60.8% for the six months ended June 30, 2000. The overall increase in total expenses is primarily attributable to the overall increase in operating expenses, which as a percentage of revenues, increased 0.7 percentage point to 49.9% for 2001 from 49.2% for the same six month 2000 period. The overall increase in operating expenses is primarily attributable to a slight increase in labor expense of 0.2 percentage point to 35.2% for the 2001 six month period from 35.0% for the same 2000 period, coupled with an increase in occupancy and other expense of 0.5 percentage point to 14.7% for the 2001 six month period from 14.2% for the same 2000 period. Also contributing to the overall increase in operating expenses, depreciation and amortization expense increased 0.2% to 5.2% for the six months ended June 30, 2001 from 5.0% for the same six month 2000 period. The increase in operating expenses was partially offset by a slight decrease in general and administrative expenses, as a percentage of revenues, of 0.5 percentage point to 6.1% for the 2001 six month period from 6.6% for the same 2000 period. The aforementioned changes are mostly due to the same factors as those discussed above with respect to the quarter-to-quarter comparison.

8


     Interest expense decreased approximately $74,000 to approximately $459,000 for the period ended June 30, 2001 as compared to $533,000 for the same 2000 period mostly due to the reduction in the Company’s debt.

Liquidity and Capital Resources

     The Company paid approximately $3,191,000 of debt and used approximately $85,000 for the distribution of capital to the limited partners of JFD— Encino during the six months ended June 30, 2001. 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. Cost of development of the new Jerry’s Famous Deli in South Miami, Florida, which is leased, is anticipated to be approximately $3.0 million.

     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 7.74% at June 30, 2001. The debt is collateralized by assets of the Company and includes certain financial covenants. As of June 30, 2001, the amount of borrowings under the revolving line of credit was approximately $1,500,000.

     In July of 2001 the Company purchased the real estate parcel that they had previously leased for the Rascal House restaurant located in Boca Raton, Florida. The Company was informed that the landlord was selling the property for this restaurant and determined that it would be advantageous to exercise its right of first refusal included in the original lease. The purchase price was approximately $2,350,000. The purchase price was financed through a new term loan obtained from an existing lender.

     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, as well as the Offer to Purchase. 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 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, 2000 and its other reports filed with the Securities and Exchange Commission.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

     The Company is exposed to market risk from changes in interest rates on debt. The Company’s exposure to interest rate risk relates to its $9,000,000 term loan and $6,000,000 revolving line of credit. Borrowings under the agreements bear interest at the Eurodollar rate plus a variable margin. Borrowings outstanding under the agreements were $4,900,000 at June 30, 2001. Consequently, a hypothetical 1% interest rate change could have a material impact on the Company’s results of operations.

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PART II — OTHER INFORMATION

Items 1. through 3. Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

     On May 29, 2001, 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, 2001. 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
    3,567,671       7,765  
Guy Starkman
    3,567,671       7,765  
Jason Starkman
    3,567,784       7,652  
Paul Gray
    3,567,916       7,520  
Stanley Schneider
    3,567,916       7,520  
Kenneth Abdalla
    3,567,803       7,633  

     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, 2001: For: 3,573,704; Against: 1,424; Abstain: 308.

     Shareholders who wish to submit proposals to be included in the Company’s proxy materials for the 2002 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 4, 2002.

Item 5. Other Information

     On April 27, 2001, the Company issued an Offer to Purchase for cash up to 600,000 shares of it common stock at $5.30 per share. The Offer was originally scheduled to expire on June 29, 2001, and was extended until August 31, 2001 in order to allow more shareholders the opportunity to accept the Offer. The Company intends to complete the purchase of all tendered shares, up to the 600,000 shares offered to be repurchased, on or about August 31, 2001. As of the date hereof, the number of shares tendered does not exceed the 600,000 shares offered to be repurchased. However, it is possible that the number of shares tendered could increase to an amount above 600,000 shares prior to the expiration date. In that event, the Company will determine whether it may increase the amount to be repurchased or whether it will be required to purchase tendered shares pro rata in accordance with the terms of the Offer to Purchase. The Company intends to issue a press release announcing the results of the tender offer on or about August 31, 2001.

Item 6. Not applicable.

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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 13, 2001 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

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