WALL STREET DELI INC
10-Q, 1996-05-14
EATING PLACES
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q

  [x]  Quarterly report pursuant to Section 13 or 15(d) of the Securities and
                             Exchange Act of 1934
                 For the quarterly period ended  March 30, 1996
                                                 --------------

                                       or

 [ ]  Transition report pursuant to Section 13 or 15(d) of the Securities and
                             Exchange Act of 1934
          For the transition period from ____________ to ____________

                          Commission File No. 0-11271


                             WALL STREET DELI, INC.
             (Exact name of registrant as specified in its Charter)

           DELAWARE                                    63-0514240
      (State of Incorporation)                        (IRS Employer I.D. No.)

                      400 Century Park South, Suite 116
                         Birmingham, Alabama  35226
                  (Address of principal executive offices)

                               (205) 822-3960
                       (Registrant's telephone number)

               -----------------------------------------------

         Indicate by check mark whether the registrant has (1) 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 
                             -------          -------

         Indicate the number of shares outstanding of the registrant's class of
common stock, as of the latest practicable date.

        Class                             Outstanding at March 30, 1996
- ----------------------------              -----------------------------
Common Stock, $.05 Par Value                      3,409,968
                                                           


<PAGE>   2

                                     INDEX


<TABLE>
<CAPTION>
                                                                                                                 Page No.
                                                                                                                 --------
<S>      <C>                                                                                                           <C>
PART I:  FINANCIAL INFORMATION

                 ITEM 1:  Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

                                  Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2

                                  Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . .   4

                                  Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . .   5

                          Notes to Consolidated Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . .   6

                 ITEM 2:  Management's Discussion and Analysis of Financial
                          Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7


PART II:         OTHER INFORMATION

                 ITEM 6:  Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

                 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

                 EXHIBITS:

                          Exhibit 11:      Computation of Earnings
                                           Per Common Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
        

                          Exhibit 27:  Financial Data Schedule (for SEC use only)
</TABLE>




<PAGE>   3




                         PART I: FINANCIAL INFORMATION

ITEM I:       FINANCIAL STATEMENTS

         The financial statements listed below are included on the following
         pages of this Report on Form 10-Q (Unaudited):

                 Consolidated Balance Sheets at March 30, 1996 and July 1, 1995.

                 Consolidated Statements of Income for the three months and
                 nine months ended March 30, 1996 and April 1, 1995.

                 Consolidated Statements of Cash Flows for the nine months
                 ended March 30, 1996, and April 1, 1995.

         Notes to Consolidated Financial Statements.



                 -------------------------------------------


             [The remainder of this page intentionally left blank]





                                       1


<PAGE>   4

                            WALL STREET DELI, INC.
                         CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                                     March 30, 1996       July 1, 1995
                                                                     ---------------      ------------
 <S>                                                                    <C>                 <C>
 ASSETS

 Current:
      Cash and equivalents                                              $  1,454,859        $    921,616

      Accounts and notes receivable                                        1,701,332           2,104,109

      Inventories (note 3)                                                   888,378           1,060,503

      Prepaid expenses                                                       238,753             926,594

      Refundable and deferred taxes                                        1,670,228           1,715,129

      Assets held for sale                                                   184,450             384,750
                                                                        ------------        ------------

            Total current assets                                        $  6,138,000        $  7,112,701

 Equipment and improvements:
      Equipment and fixtures                                              19,350,277          18,399,808

      Leasehold improvements                                              17,159,996          15,463,074
                                                                        ------------        ------------

                                                                          36,510,273          33,862,882

 Less accumulated depreciation and amortization                          (15,512,324)        (12,898,679)
                                                                        ------------        ------------
           Net equipment and improvements                                 20,997,949          20,964,203

 Other:

      Long-term portion of notes receivable                                  644,318             431,151

      Cash surrender value of officers' life insurance                       595,554             595,554

      Deferred tax asset                                                      60,100              60,100
                                                                        ------------        ------------

           Total other assets                                              1,299,972           1,086,805
                                                                        ------------        ------------

                                                                        $ 28,435,921        $ 29,163,709
                                                                        ============        ============
</TABLE>



See accompanying notes to consolidated financial statements (Unaudited).





                                       2
<PAGE>   5




                            WALL STREET DELI, INC.
                         CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)


<TABLE>
<CAPTION>
                                                                  March 30, 1996       July 1, 1995
                                                                  --------------       ------------
 <S>                                                               <C>                 <C>
 LIABILITIES AND STOCKHOLDERS' EQUITY                                              
                                                                                   
 Current liabilities:                                                              
      Notes payable                                               $  3,800,000         $ 3,150,000
                                                                                       
      Accounts payable                                               1,052,177           1,873,429
                                                                                       
      Accruals                                                       2,769,126           3,487,123
                                                                  ------------         -----------
                                                                                       
           Total current liabilities                                 7,621,303           8,510,552
 Stockholders' equity:                                                                 
                                                                                       
      Common stock                                                     169,922             170,168
                                                                                       
      Additional paid-in capital                                    10,769,656          10,733,141
                                                                                       
      Retained earnings                                              9,887,719           9,760,396
                                                                  ------------         -----------
                                                                    20,827,297          20,633,705
                                                                                       
      Less treasury stock, at cost                                    (12,679)            (10,548)
                                                                  ------------         -----------
                                                                                       
           Total stockholders' equity                               20,814,618          20,653,157
                                                                  ------------         -----------
                                                                                       
                                                                  $ 28,435,921         $29,163,709
                                                                  ============         -----------
</TABLE>


See accompanying notes to consolidated financial statements (Unaudited).




                                       3


<PAGE>   6



                             WALL STREET DELI, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                        For the Three                    For the Nine
                                                        Months Ended                      Months Ended
                                              March 30, 1996   April 1, 1995    March 30, 1996  April 1, 1995
                                              --------------   -------------    --------------  -------------
 <S>                                          <C>               <C>              <C>             <C>
 Net sales                                        $16,975,001   $17,152,913      $51,719,272     $50,750,243
                                                                
 Costs and expenses (income):                                   
      Costs of sales                               15,278,399    14,603,653       46,962,583      43,591,268
                                                                
      Administrative and general expense            1,632,890     1,807,107        4,573,132       5,083,051
                                                                
      Interest (income) expense net                    47,678        50,759          138,665         123,759
                                                                
      (Income) expense related to units               (14,685)       30,241          (79,120)        130,996
             sold or closed                                     
      Other expense (income) net:                     (47,035)      (50,581)         (48,347)       (145,357) 
                                                 ------------   -----------      -----------    ------------
             Total costs and expenses                           
                     (income):                     16,897,247    16,441,179       51,546,913      48,783,717
                                                   ----------   -----------      -----------      ----------
                                                                
 Income before taxes on income                         77,754       711,734          172,359       1,966,526
                                                                
 Taxes on income                                       20,000       285,000           45,000         700,000
                                              ---------------   -----------      -----------   -------------
 NET INCOME                                   $        57,754   $   426,734      $   127,359   $   1,266,526
                                              ===============   ===========      ===========   =============
                                                                
 Earnings per share:                          $           .02   $       .12      $       .04   $         .37
                                              ===============   ===========      ===========   =============
</TABLE>


See accompanying notes to consolidated financial statements (Unaudited).



                                       4


<PAGE>   7




                             WALL STREET DELI, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                      For the Nine Months Ended
                                                                                 March 30, 1996          April 1, 1995
                                                                                 --------------          -------------

<S>                                                                             <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                 $   127,359                $ 1,266,526
     Adjustments to reconcile net income to net cash provided by
     operating activities:
          Depreciation                                                            2,961,199                  2,945,428
          Gain on sale of property and equipment                                   (256,973)                   (79,056)
          Deferred income taxes                                                      45,000                   (102,000)
          Decrease (increase) in assets:
                 Accounts receivable                                                396,364                   (278,380)
                 Inventories                                                        172,125                    133,894
                 Prepaid expenses                                                   687,841                    299,683
         Decrease in liabilities:
                 Accounts payable                                                  (821,252)                (1,046,054)
                 Accruals                                                          (717,997)                        --   
                                                                                -----------              -------------
        Net cash provided by operating activities                                 2,593,666                  3,140,041
                                                                                -----------              -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
        Payments for purchase of property and equipment                          (3,169,600)                (4,655,243)
        Proceeds from sale of property and equipment                                244,500                    204,028
        Payments received on notes receivable                                       180,539                    140,566
        Increase in cash surrender value of life insurance on officers lives            --                    (137,414) 
                                                                                -----------                -----------            
        Net cash used by investing activities                                   (2,744,561)                 (4,448,063)
                                                                               ------------                ----------- 
CASH FLOWS FROM FINANCING ACTIVITIES:
       Net borrowings under line of credit                                          650,000                  1,300,000
       Purchase of treasury stock                                                    (2,131)                   (98,125)
       Proceeds from exercise of employee stock options                              36,269                     57,032
                                                                                -----------               ------------
       Net cash provided by financing activities                                    684,138                  1,258,907
                                                                               ------------                ----------- 
NET INCREASE (DECREASE) IN CASH FOR THE PERIOD                                      533,243                    (49,115)
    CASH, beginning of period                                                       921,616                  1,042,353
                                                                               ------------                ----------- 
    CASH, end of period                                                        $  1,454,859                $   993,238
                                                                               ============                ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid during the period for:
        Interest                                                               $    170,454               $    104,759
        Income taxes                                                           $    116,546               $    568,257
</TABLE>

See accompanying notes to consolidated financial statements (Unaudited).





                                       5
<PAGE>   8


                            WALL STREET DELI, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)


1.       In the opinion of the Company, the accompanying unaudited consolidated
         financial statements contain all adjustments (consisting of only
         normal recurring accruals) necessary to present fairly the financial
         position as of March 30, 1996 and the results of operations and cash
         flows for the three month and nine month periods ended March 30, 1996
         and April 1, 1995.

2.       The results of operations for the nine month periods ended March 30,
         1996 and April 1, 1995 are not necessarily indicative of the results
         to be expected for the full year.

3.       Inventories are valued at the lower of cost (first-in, first-out) or
         market.

4.       Earnings per common share and common share equivalent have been
         computed based upon the weighted average number of shares outstanding
         during the respective periods.  Equivalent shares are those issuable
         upon assumed exercise of stock options granted, net of shares which
         could have been purchased from the proceeds based on the average
         market price.  The computation of earnings per common share assuming
         full dilution results in less than 3% dilution during the period.





                     ------------------------------------




                                       6
<PAGE>   9

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         The following is management's discussion and analysis of certain
significant factors that have affected the Company's financial condition and
earnings during the periods included in the accompanying consolidated balance
sheets and statements of income.


RESULTS OF OPERATIONS

         The following table sets forth, for the periods indicated, the
percentages of net sales represented by certain items in the Company's
consolidated statements of income.

<TABLE>
<CAPTION>
                                           For the Three Months Ended           For the Nine Months Ended
                                         March 30, 1996    April 1, 1995    March 30, 1996      April 1, 1995
                                         --------------    -------------    --------------      -------------
<S>                                          <C>              <C>                  <C>               <C>     
Net sales                                    100.0%           100.0%               100.0%            100.0%  
Cost of sales                                 90.0             85.1                 90.8              85.9   
                                            ------           ------               ------             -----   
Gross profit                                  10.0             14.9                  9.2              14.1   
Administrative and general                     9.6             10.5                  8.8              10.0   
                                            ------           ------               ------             -----   
     Operating income                           .4              4.4                   .4               4.1   
Other income (expenses),net                     --             (0.2)                 (.1)             (0.2)  
                                           -------           ------               ------             -----   
     Income before taxes on income              .4              4.2                   .3               3.9   
Taxes on income                                 .1              1.7                   .1               1.4   
                                           -------           ------               ------             -----   
Net income                                      .3              2.5                   .2               2.5   
                                           =======           ======               ======             =====   
</TABLE>



NET SALES

         Net sales decreased during the quarter ended March 30, 1996 by
$177,912 or 1% from the corresponding three months last year.  Net sales
increased during the nine month period ended March 30, 1996 by $969,029 or 1.9%
over the corresponding nine months last year. Net sales for the third
quarter of fiscal 1996 includes a decrease in same store sales of 4.8% as
compared to third quarter last year, as well as contributions from the Wall
Street Deli units opened subsequent to July 1, 1995.

        Sales during the quarter were adversely affected by harsh winter
weather and the federal shutdowns in Washington, D.C., the Company's 
largest market.  The decrease also reflects a drop in the off-premises catering
business operated in Memphis, Tennessee and Washington, D.C. The decrease in
catering during the quarter ended March 30,1996 of $546,932 or 53% from the     
same quarter  last year was attributable mostly to a large trade show that did
not return to Memphis this year. For the nine months, off-premises catering
sales were down $369,260 or 13.6% from the same period last year.

         In the third quarter, two new Wall Street Deli flagship units were
opened, one in Birmingham,





                                       7



<PAGE>   10
Alabama and one in Washington, D.C. One Wall Street Deli located in
Washington, D.C. was sold during that period, and four R.C. Coopers units were
converted to Wall Street Delis. During the first nine months of fiscal 1996,
a total of eight new units were opened and nine were sold or closed.

         Significant components of the Company's net sales and the percent of
total sales for the three and nine months ended March 30, 1996 and April 1,
1995 are presented in the following schedule:

<TABLE>
<CAPTION>
                                                    For the Three Months Ended                         
                                             March 30, 1996              April 1, 1995             
                                             --------------              -------------             
                                                                 
                                        Net Sales        % of Total    Net Sales       % of Total
                                        ---------        ----------    ---------       ----------
 <S>                                   <C>                <C>         <C>               <C>
 Wall Street Deli                      14,707,766          86.6%      13,450,274         78.4%
 R.C. Coopers                           1,782,458          10.5%       2,670,930         15.6%
 Off-premises catering                    484,777           2.9%       1,031,709          6.0%
                                       ----------         ------      ----------        ------
 Total                                 16,975,001         100.0%      17,152,913        100.0%
                                       ==========         ======      ==========        ======
</TABLE>


<TABLE>
<CAPTION>
                                                      For the Nine Months Ended               
                                             March 30, 1996                April 1, 1995    
                                             --------------                -------------    
                                     Net Sales       % of Total      Net Sales       % of Total
                                     ---------       ----------      ---------       ----------
 <S>                                   <C>                <C>         <C>             <C>
 Wall Street Deli                      43,809,491          84.7%      39,839,119       78.5%
 R.C. Coopers                           5,564,113          10.8%       8,196,196       16.2%
 Off-premises catering                  2,345,668           4.5%       2,714,928        5.3%
                                       ----------         ------      ----------      ------
 Total                                 51,719,272         100.0%      50,750,243      100.0%
                                       ==========         ======      ==========      ======
</TABLE>

         The Company presently plans to open only Wall Street Delis in the
immediate future and to continue converting certain of  the R.C. Coopers units
to Wall Street Deli units and selling or closing others.

         The Company also currently tracks sales data for the Wall Street Deli
concept by two groups, known as flagship and other.  The Company's average
sales per unit by concept and group for all units, and the same store sales
comparisons for units open the entire three months and nine months ended March
30, 1996 and April 1, 1995 are as follows:

<TABLE>
<CAPTION>
                                       Average Sales Per Unit          Same Store Sales
                                                   For the Three Months Ended

                               March 30, 1996     April 1, 1995     March 30, 1996       April 1, 1995
                               --------------     -------------     --------------       -------------
 <S>                            <C>                  <C>               <C>                  <C>     
 Wall Street Deli flagships     $153,272             $164,206          (5.1)%               (4.4)%  
 Wall Street Deli other           97,541               99,181          (6.7)%               (2.5)%  
 R.C. Coopers                     68,556               68,830          (1.0)%               (2.5)%  
 All Units                      $127,180             $128,900          (4.8)%               (3.9)%  
</TABLE>
        


                                       8
<PAGE>   11
<TABLE>
<CAPTION>
                                            Average Sales Per Unit          Same Store Sales
                                                      For the Nine Months Ended
                               March 30, 1996     April 1, 1995     March 30, 1996       April 1, 1995
                               --------------     -------------     --------------       -------------
 <S>                               <C>               <C>               <C>                   <C>
 Wall Street Deli flagships        $482,897          $519,175          (7.1)%                1.3%
 Wall Street Deli other             301,691           296,791          (5.9)%                2.8%
 R.C. Coopers                       200,881           179,086          (3.6)%                3.1%
 All Units                         $392,348          $388,820          (6.6)%                1.8%
</TABLE>

         Overall same store sales (which does not include the off-premises
catering operations in Memphis and Washington, D.C.) decreased 4.8% for the
quarter, versus a decrease of 3.9% for the same quarter last year.  Management
believes this is due primarily to the pressures of increased competition in
both established markets and newer markets, and is also reflective of overall
trends in the industry and economic conditions.  Same store sales showed
improvement each month during the quarter, and this was the Company's third
consecutive quarter of improved same store sales, following a low of minus 6.9%
in the fourth quarter of fiscal 1995.

         Following the close of the third quarter, the Company announced a
joint marketing agreement with TCBY for the sale of its products through Wall
Street Deli units.  The first test sites are planned for Dallas in May of 1996.


COST OF SALES

         Cost of sales as a percentage of net sales increased to 90.0% during
the three months ended March 30, 1996 from 85.1% in the corresponding period in
the previous year.   Cost of sales for the nine months ended March 30, 1996
increased to 90.8% from 85.9% over the corresponding period in the previous
year.

         Cost of sales consists of the following significant components:


<TABLE>
<CAPTION>
                                                             For the Three Months Ended (000's)
                                                        March 30, 1996                 April 1, 1995
                                                     ---------------------          --------------------
                                                     Amount     % of Sales          Amount    % of Sales
 <S>                                                 <C>            <C>             <C>            <C>
 Food/Paper                                           5,954         35.1%            5,787         33.7%
 Commissary Expenses                                    139           .8%              500          2.9%
                                                    -------         ----            ------         ----                       
 Food/Paper & Commissary Expenses                     6,093         35.9%            6,287         36.6% 
 Labor                                                3,854         22.7%            3,489         20.3%
 Store Expenses                                       5,332         31.4%            4,828         28.2%
                                                    -------         -----           ------        ------
                                                     15,279         90.0%           14,604         85.1%
                                                    =======         =====           ======         =====
</TABLE>




                                       9


<PAGE>   12




<TABLE>
<CAPTION>
                                                                For the Nine Months Ended (000's)
                                                     March 30, 1996                     April 1, 1995
                                                     --------------                     -------------
                                                    Amount    % of Sales            Amount        % of Sales
 <S>                                                <C>            <C>              <C>                <C>
 Food/Paper                                         18,377         35.5%            17,122             33.8%
 Commissary Expenses                                   709          1.4%             1,439              2.8%
                                                    ------         -----            ------             -----
 Food/Paper & Commissary Expenses                   19,086         36.9%            18,561             36.6%
 Labor                                              12,122         23.4%            10,583             20.9%
 Store Expenses                                     15,755         30.5%            14,352             28.4%
                                                    ------         -----            ------             -----

                                                    46,963         90.8%            43,496             85.9%
                                                    ======         =====            ======             =====
</TABLE>

         The Company has been phasing out its commissaries and expects to have
closed the remaining three commissaries by the end of fiscal 1996.  The
increases in food and paper costs of 1.4 percentage points and 1.7 percentage
points for the three and nine month periods, respectively, was due partially
to the direct store delivery system the Company is instituting, resulting in
higher food costs, but lower commissary costs.  However, higher food costs in
cities still served by the remaining commissaries also was a factor.
Commissary expenses were lower by 2.1 percentage points and 1.4 percentage
points for the three and nine months, respectively, partially offsetting the
increase in food costs.

         Labor costs also increased 2.4 percentage points and 2.5 percentage
points for the three and nine months, respectively, over the corresponding
periods of the previous year.  Shortly before the end of fiscal 1995 management
changed the compensation structure for store managers by raising the base pay
and lowering certain incentive pay plans.  The Company's intention is to be
more competitive in hiring managers but this change has raised labor costs as a
percent of sales.  Store expenses as a percentage of sales also increased 3.2
percentage points and 2.1 percentage points for the three and nine months over
the corresponding periods of the previous year.  These increases were due in
part to the fact that many store expenses are fixed, and the percentages are
thus adversely affected by decreases in sales.  There were also absolute
increases in rent and occupancy expenses; most of the Company's leases contain
escalation provisions for increased annual expenses such as operating costs and
taxes, and a number of such increases were experienced during this fiscal
quarter.


PROVISION FOR ESTIMATED LOSS ON DISPOSAL OF ASSETS HELD FOR SALE

         During the fourth quarter of fiscal 1995, the Company adopted a plan
designed to dispose of all its remaining commissary locations and eleven
non-performing stores.  In connection therewith a provision of $1,147,950 was
recorded related to anticipated lease cancellation payments and severance
payments to employees.  One store was sold in the third quarter ended March 30,
1996.  A total of four commissaries and four stores were sold or closed during
the nine months ended March 30, 1996.  Payments of $157,199 and $493,190 were
charged against the provision in the third quarter and the nine months ended
March 30, 1996, respectively.  The Company plans to close the





                                       10



<PAGE>   13




three remaining commissaries by June 1996 and is continuing to negotiate toward
sales and/or finalize plans to close the remaining non-performing stores.


ADMINISTRATIVE AND GENERAL EXPENSES

         Administrative and general expenses for the three month and nine month
periods ended March 30, 1996 decreased to $1,632,890 and $4,573,132,
respectively, representing decreases of $174,217 and $509,919 over the
corresponding periods of the previous year.  These reductions are due primarily
to decreases in corporate and divisional administrative and general expense.
The Company continues to incur costs for computer systems and software
enhancement for financial and operating systems that can support continued
growth.


INTEREST EXPENSES, NET

         Interest expense, net, during the nine month period ended March 30,
1996 increased $14,906 over the corresponding nine months in the prior year.
Interest expense for the quarter ended March 30, 1996 was $63,204 compared to
interest expense of $50,759 for the quarter ended April 1, 1995.

         The Company has a $7,500,000 unsecured bank line of credit, bearing
interest at the 30 day LIBOR plus 150 basis points, or prime, whichever is
less.  The interest rate was 6.8125% at March 30, 1996.  The balance of
borrowings under this line was $3,800,000 and $2,800,000 as of March 30, 1996
and April 1, 1995, respectively.


TAXES ON INCOME

         The effective tax rates for the third quarter and first nine months
ended March 30, 1996 were  25.7% and 26.1%, respectively.  These rates are
below the statutory rates due to the availability of tax credits.


LIQUIDITY AND CAPITAL RESOURCES

         The Company's ability to obtain the cash required for the conduct of
its business depends upon cash flow from operations and, to a lesser extent,
bank borrowings.  In general, cash flow from operations and periodic bank
borrowings have been sufficient to finance the expansion of the Company's
business.  The Company does not have significant receivables or inventory and
it receives trade credit in purchasing food and supplies.  Since funds are
available from cash sales, but are not required immediately to pay for food and
supplies or to finance receivables or inventory, such funds may be used for
non-current capital expenditures.  In the process of refining the Company's
production units, stores not meeting the Company's performance criteria are
closed and the furniture





                                       11



<PAGE>   14

and equipment sold.  The terms of some such sales require the Company to take
back notes, which are contained in the notes receivable, for all or a portion
of the sale price.

         The Company's principal capital requirement is for new equipment and
leasehold improvements for new and existing restaurants.  Capital expenditures
for these purposes were $6,680,019, $10,278,019 and $6,729,196 for fiscal years
1995, 1994 and 1993, respectively.  It is presently anticipated that the
Company's capital expenditures for fiscal 1996 will be approximately
$4,500,000.  During the three prior years of 1995, 1994 and 1993 cash generated
from operations totalled $4,337,320, $5,026,503 and $4,238,247, respectively.

         The Company expects its future capital needs will be met primarily by
internally generated funds and supplemented, as needed, by additional bank
borrowings.  The Company's present plans call for opening two more new flagship
Wall Street Deli units by the end of fiscal 1996. Capital expenditures for the
nine month period ended March 30, 1996 totalled $3,169,600, compared to
$4,655,243 for the corresponding nine months of the prior year.  Cash generated
from operations for the nine month period ended March 30, 1996 totalled
$2,593,666 compared to $3,140,041 for the corresponding nine months of the
prior year.


IMPACT OF INFLATION

         Many of the Company's employees are paid hourly rates related to the
federal minimum wage, and increases in the minimum wage have historically
increased the Company's labor costs.  Construction costs have also increased to
developers who lease space to the Company.  They, in turn, have and likely will
continue to increase rents for Company restaurants.  In addition, most of the
leases for Company restaurants contain rental escalation clauses based upon the
cost increases incurred by lessors.


                          --------------------------




                                       12


<PAGE>   15




                           PART II: OTHER INFORMATION

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
         <S>     <C>                                                                                       <C>
         (a)     Exhibits

                 Exhibit (11) - Computation of Earnings Per Common Share  . . . . . . . . . . . . . . . .   15
                 Exhibit (27) - Financial Data Schedule (for SEC use only)

         (b)     Reports on Form 8-K:
</TABLE>

                 There were no reports on Form 8-K filed during the quarter
ended March 30, 1996.



                       --------------------------------

             [The remainder of this page intentionally left blank]





                                       13


<PAGE>   16

                                   SIGNATURES



         Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



DATE:                             WALL STREET DELI, INC.



May 7, 1996                        /s/ Robert G. Barrow                
                                  ------------------------------------
                                  ROBERT G. BARROW
                                  President and Chief Executive Officer




May 7, 1996                        /s/   Arnold McGruder                    
                                  ------------------------------------
                                  ARNOLD MCGRUDER
                                  Treasurer
                                  (Principal Financial Officer)





                                       14

<PAGE>   1

                                                                    Exhibit (11)

                            WALL STREET DELI, INC.
                   COMPUTATION OF EARNINGS PER COMMON SHARE
                                 (Unaudited)


<TABLE>
<CAPTION>
                                                                   For the                          For the
                                                              Three Months Ended             Nine Months Ended
                                                                                               
 SHARES:                                                 March 30,1996    April 1, 1995   March 30, 1996   April 1, 1995
                                                         -------------    -------------   --------------   -------------
 <S>                                                     <C>               <C>              <C>            <C>
      Weighted average number of common shares           
      outstanding                                         3,407,608        3,398,523        3,407,176       3,390,369
                                                         
      Effect of shares issuable under stock option                                                                   
      plan as determined by the treasury stock method         8,998            8,742           24,122           8,742
                                                         ----------        ---------        ---------       ---------
      Weighted average number of common shares           
      outstanding as adjusted                             3,416,607        3,407,265        3,431,298       3,399,111
                                                         
 PER COMMON SHARE COMPUTATIONS:                          
                                                         
             Net income                                  $   57,755        $ 426,734        $ 127,359      $1,266,526
                                                         ==========        =========        =========      ==========
                                                         
 Earnings per share:                                     $      .02        $     .12        $     .04      $      .37
                                                         ==========        =========        =========      ==========
</TABLE>





                                       15

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF WALL STREET DELI, INC. FOR THE NINE MONTHS ENDED MARCH 
30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-29-1996
<PERIOD-START>                             JUL-02-1995
<PERIOD-END>                               MAR-30-1996
<CASH>                                       1,454,859
<SECURITIES>                                         0
<RECEIVABLES>                                1,794,156
<ALLOWANCES>                                    92,824
<INVENTORY>                                    888,378
<CURRENT-ASSETS>                             6,138,000
<PP&E>                                      36,510,273
<DEPRECIATION>                              15,512,324
<TOTAL-ASSETS>                              28,435,921
<CURRENT-LIABILITIES>                        7,621,303
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       169,922
<OTHER-SE>                                  20,644,696
<TOTAL-LIABILITY-AND-EQUITY>                28,435,921
<SALES>                                     51,719,272
<TOTAL-REVENUES>                            51,719,272
<CGS>                                       46,962,583
<TOTAL-COSTS>                               46,962,583
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                51,690
<INTEREST-EXPENSE>                             177,346
<INCOME-PRETAX>                                172,359
<INCOME-TAX>                                    45,000
<INCOME-CONTINUING>                            127,359
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   127,359
<EPS-PRIMARY>                                      .04
<EPS-DILUTED>                                      .04
        

</TABLE>


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