<PAGE> 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 March 31, 1999
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 May 1, 1999, outstanding
common shares totaled 14,167,503.
<PAGE> 2
JERRY'S FAMOUS DELI, INC.
INDEX
<TABLE>
<CAPTION>
Page
Number
PART I - FINANCIAL INFORMATION
<S> <C>
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of March 31, 1999 and December 31, 1998.................. 2
Consolidated Statements of Operations for the Three Months Ended
March 31, 1999 and March 31, 1998....................................................... 3
Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 1999 and March 31, 1998....................................................... 4
Notes to Consolidated Financial Statements.............................................. 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations................................................................... 7
Liquidity and Capital Resources......................................................... 9
Item 3. Quantitative and Qualitative Disclosure About Market Risk............................... 9
PART II - OTHER INFORMATION
Items 1. through 6............................................................................... 9
Signatures....................................................................................... 10
</TABLE>
1
<PAGE> 3
JERRY'S FAMOUS DELI, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------- ------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 1,578,207 $ 985,382
Accounts receivable, net 424,471 424,400
Inventory 1,323,499 1,394,899
Prepaid expenses 482,904 449,737
Deferred income taxes 269,327 269,327
Prepaid income taxes 61,334 267,321
----------- -----------
Total current assets 4,139,742 3,791,066
Property and equipment, net 33,467,349 33,534,787
Deferred income taxes 629,801 629,801
Goodwill and covenants not to compete 9,576,254 9,701,723
Other assets 1,292,853 1,335,331
----------- -----------
Total assets $49,105,999 $48,992,708
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 3,183,199 $ 3,099,839
Accrued expenses 1,865,931 1,411,457
Sales tax payable 414,520 421,897
Current portion of long-term debt 1,171,871 1,279,371
----------- -----------
Total current liabilities 6,635,521 6,212,564
Long-term debt 15,556,164 15,908,582
Deferred rent 462,138 457,525
----------- -----------
Total liabilities 22,653,823 22,578,671
Minority interest 596,366 554,899
Equity
Preferred stock Series A, no par, 5,000,000 shares authorized;
no shares issued or outstanding at March 31, 1999 or
December 31, 1998 -- --
Common stock, no par value, 60,000,000 shares authorized,
14,850,302 and 14,508,902 issued and outstanding at
March 31, 1999 and December 31, 1998, respectively 24,755,418 25,271,737
Equity 1,100,392 587,401
----------- -----------
Total equity 25,855,810 25,859,138
----------- -----------
Total liabilities and shareholders' equity $49,105,999 $48,992,708
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
2
<PAGE> 4
JERRY'S FAMOUS DELI, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended March 31,
------------------------------
1999 1998
----------- ------------
<S> <C> <C>
Revenues $ 19,587,393 $ 14,264,685
Cost of sales 6,822,682 4,384,184
------------ ------------
Gross profit 12,764,711 9,880,501
Operating expenses
Labor 6,862,750 5,152,587
Occupancy and other 2,414,935 2,058,298
Occupancy - related party 259,986 160,518
General and administrative expenses 1,216,125 1,096,654
Depreciation and amortization expenses 871,041 967,821
------------ ------------
Total expenses 11,624,837 9,435,878
------------ ------------
Income from operations 1,139,874 444,623
Other income (expense)
Interest income 5,845 17,082
Interest expense (358,959) (192,572)
------------ ------------
Income before items below 786,760 269,133
Provision for income taxes 205,987 58,383
Minority interest 67,782 25,872
------------ ------------
Income before cumulative effect of change in
accounting principle 512,991 184,878
Cumulative effect of change in accounting principle,
net of tax benefit of $65,162 -- (132,299)
------------ ------------
Net income $ 512,991 $ 52,579
============ ============
Net income per share before cumulative effect of change in
accounting principle applicable to common stock - Basic
and Diluted $ 0.04 $ 0.01
Cumulative effect of change in accounting principle - Basic
and Diluted -- (0.01)
------------ ------------
Net income per share applicable to common stock - Basic
and Diluted $ 0.04 $ 0.00
============ ============
Weighted average common shares outstanding - Basic 14,451,769 14,210,155
============ ============
Weighted average common shares outstanding - Diluted 14,480,964 14,344,741
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 5
JERRY'S FAMOUS DELI, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended March 31,
------------------------------
1999 1998
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 512,991 $ 52,579
----------- -----------
Adjustments to reconcile net income to net cash provided by (used in)
operating activities
Cumulative effect of change in accounting principle -- 132,299
Depreciation and amortization 871,041 967,821
Minority interest 67,782 25,872
Changes in assets and liabilities
Accounts receivable (71) 59,305
Inventory 71,400 115,200
Prepaid expenses (33,167) 407,161
Prepaid income taxes 205,987 48,383
Other assets 4,378 (56,395)
Accounts payable 83,360 (315,875)
Accrued expenses 433,555 (187,889)
Sales tax payable (7,377) (33,860)
Deferred credits 25,532 --
----------- -----------
Total adjustments 1,722,420 1,161,022
----------- -----------
Net cash provided by operating activities 2,235,411 1,214,601
----------- -----------
Cash flows from investing activities:
Additions to equipment (265,034) (256,340)
Additions to improvements - land, building and leasehold (345,251) (242,379)
Additions to construction-in-progress (29,749) (2,426,629)
----------- -----------
Net cash used in investing activities (640,034) (2,925,348)
----------- -----------
Cash flows from financing activities:
Borrowings from credit facility -- 6,965,000
Payments on long-term debt (459,918) (188,278)
Purchase of Company's common stock (516,319) --
Dividends paid to minority shareholders (26,315) (22,164)
----------- -----------
Net cash (used in) provided by financing activities (1,002,552) 6,754,558
----------- -----------
Net increase in cash and cash equivalents 592,825 5,043,811
Cash and cash equivalents, beginning of period 985,382 2,264,308
----------- -----------
Cash and cash equivalents, end of period $ 1,578,207 $ 7,308,119
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE> 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 months
ended March 31, 1999 and March 31, 1998 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, 1998
consolidated balance sheet financial statement is derived from audited
consolidated financial statements included in the Company's December 31, 1998
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 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 and
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
market 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, Pasadena, 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 with current period presentation.
2. SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------
1999 1998
-------- --------
<S> <C> <C>
Supplemental cash flow information:
Cash paid for:
Interest $345,000 $218,000
Income taxes $ -- $ 10,000
</TABLE>
5
<PAGE> 7
JERRY'S FAMOUS DELI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. NET INCOME PER SHARE
In accordance with Statement of Financial Accounting Standard ("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. IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
In April 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-5 entitled "Reporting on the
Costs of Start-Up Activities." SOP 98-5 requires entities to expense as incurred
all start-up and preopening costs that are not otherwise capitalizable as
long-lived assets. SOP 98-5 is effective for fiscal years beginning after
December 15, 1998, with earlier adoption encouraged. Restatement of the
previously issued financial statements is not permitted by SOP 98-5 and entities
are not required to report the pro forma effects of the retroactive application
of the new accounting standard. The Company's early adoption of this new
accounting principle in 1998 resulted in the recognition of the cumulative
effect of the change in accounting principle as a one-time charge against
earnings of $132,299, net of an income tax benefit of $65,162, recorded as of
January 1, 1998. Thus, the Consolidated Statement of Operations for the three
months ended March 31, 1998, has been restated to reflect the change.
5. 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 will be applied to other related costs
of the sale. No significant gain or loss resulted from this sale.
6
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
The following table presents for the three months ending March 31, 1999
and 1998, the Consolidated Statements of Operations of the Company expressed as
percentages of total revenue. The results of operations for the first three
months of 1999 are not necessarily indicative of the results to be expected for
the full year ending December 31, 1999.
<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL REVENUE
THREE MONTHS ENDED MARCH 31,
---------------------------
1999 1998
-------- ------
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of sales
Food 33.2 28.9
Other 1.6 1.8
----- -----
Total cost of sales 34.8 30.7
----- -----
Gross profit 65.2 69.3
Operating expenses
Labor 35.0 36.1
Occupancy and other 13.7 15.6
----- -----
Total operating expenses 48.7 51.7
General and administrative expenses 6.2 7.7
Depreciation and amortization expenses 4.5 6.8
----- -----
Total expenses 59.4 66.2
----- -----
Income from operations 5.8 3.1
Interest income -- 0.1
Interest expense (1.8) (1.3)
----- -----
Income before items below 4.0 1.9
Provision for income taxes 1.0 0.4
Minority interest 0.4 0.2
----- -----
Income before cumulative effect of change in
accounting principle 2.6 1.3
Cumulative effect of change in accounting
principle -- (0.9)
----- -----
Net income 2.6% 0.4%
===== =====
</TABLE>
7
<PAGE> 9
RESULTS OF OPERATIONS
Revenues increased $5,322,000, or 37.3%, to approximately $19,587,000
for the 1999 three-month period from approximately $14,265,000 for the 1998
three-month period. Epicure, which was acquired April 1, 1998, had revenues of
approximately $3,977,000 for the three months ended March 31, 1999. The Boca
Raton restaurant, which opened in July 1998, contributed revenues of
approximately $1,664,000 to the 1999 period. The overall increase in revenues
was partially offset by the decrease in sales of approximately $280,000, or
9.5%, for the Miami restaurant, for the three months ended March 31, 1999
compared to the same period for 1998. Management believes this decrease is
primarily attributable to the increasing restaurant competition in the Miami,
Florida area. Another component of the decrease was the approximately $22,000,
or 0.2%, decrease in same store sales for the other nine Southern California
stores in operation since January 1, 1998 for the three months ended March 31,
1999 compared to the same period for 1998.
As a percentage of revenues, cost of sales increased 4.1 percentage
points to 34.8% in 1999 from 30.7% in 1998. Of the 4.1 percentage point
increase, the cost of food, which comprises over 95% of cost of sales,
contributed a 4.3 percentage point increase. The major portion of this increase
resulted from higher food costs on the Company's core products, including
Epicure, which generally has higher food costs as compared to the restaurants.
The Company's other components of cost of sales decreased slightly, by .2
percentage point, mainly as a result of more efficient buying and increased
management monitoring of purchase costs.
Total expenses, as a percentage of revenues, decreased 6.8 percentage
points to 59.4% for the three months ended March 31, 1999 from 66.2% for the
three months ended March 31, 1998. Factors contributing to the difference
included the decrease in depreciation expense of approximately $151,000 to
approximately $706,000 in 1999 from approximately $857,000 in 1998, primarily
the result of the change in life of certain restaurant equipment and furniture
and fixtures from a five-year useful life to an eight-year useful life, coupled
with some of the operating assets for older stores becoming fully depreciated.
However, the decrease was partially offset by an increase in amortization
expense of approximately $54,000 to $165,000 for the three months ended March
31, 1999 from approximately $111,000 in 1998. This increase is primarily due to
the increase in amortization expense related to goodwill recorded in connection
with the purchase of Epicure. Another component of the decrease in total
expenses as a percentage of revenues was the decrease in occupancy and other
expenses of 1.9 percentage points to 13.7% for the 1999 period as compared to
15.6% for the same 1998 period. The majority of this decrease relates to a
decrease in maintenance and supplies expense for the three months ended March
31, 1999 as compared to the same period for 1998. The increase in the first
quarter of 1998 pertained to the Company's expenditures to ensure continued
compliance with the Los Angeles County Department of Public Health requirements
for food preparation, food handling and food storage. The Company's restaurants,
which have been inspected by the Department, continue to maintain an "A" rating,
the highest rating possible.
Labor expense, as a percentage of revenues, decreased 1.1 percentage
points to 35.0% for the 1999 quarter from 36.1% for the 1998 quarter. This
decrease was primarily due to Epicure, which has a lower overall labor cost as
compared to the restaurants. Without Epicure, labor costs were 37.1% for the
three months ended March 31, 1999 as compared to 36.1% for the same period in
1998. Contributing to this 1.0% increase in labor costs is the higher labor
costs associated with the Boca restaurant, which opened in July 1998. Consistent
with the Company's operating philosophy, newly-opened restaurants commonly incur
relatively higher labor costs during the first several months after opening
until predictable customer usage patterns are developed.
General and administrative expenses, as a percentage of revenues,
decreased 1.5 percentage points to 6.2% for the 1999 quarter from 7.7% for the
1998 quarter. However, general and administrative expenses increased by
approximately $119,000 or 10.9%, to $1,216,000 for the 1999 quarter as compared
to $1,097,000 for the same 1998 quarter. This increase in general and
administrative expenses resulted primarily from the increase in advertising
expense incurred mainly by Epicure for store advertising.
The increase in interest expense of $166,000 to $359,000 for the 1999
three-month period from $193,000 for the same 1998 period, resulted primarily
from interest expense on the credit facilities utilized in the purchase of
Epicure.
8
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
The Company's capital requirements are primarily for the development,
construction and equipping of new restaurants. In addition, the Company spent
approximately $516,000 pursuant to the Company's stock repurchase program.
Generally, the Company leases the property and extensively remodels the existing
building. Additional capital expenditures will be required as 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 proceeds from the term loan. The term
loan and revolver mature five years from inception and bear interest at the
Eurodollar rate plus a variable percentage margin totaling approximately 7.6% at
March 31, 1999. The debt is collateralized by assets of the Company and includes
certain financial covenants. The Company utilized approximately $400,000 of the
credit line in conjunction with the repurchase of approximately $516,000 of its
Common Stock during the period ended March 31, 1999. In addition, approximately
$3,750,000 from the proceeds of the sale of the Pasadena facility will be used
to reduce the Company's debt.
Management believes that cash on hand, including cash drawn on the
lines of credit, proceeds from the sale of the Pasadena facility and cash flows
from operations will be sufficient for operation of the Company's existing
restaurants and market. Future anticipated capital needs, primarily for
development or acquisition of new restaurants, cannot be projected with
certainty. Additional capital expenditures will be required as new locations are
added. The Company generally intends to seek leased locations.
In April 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-5 entitled "Reporting on the
Costs of Start-Up Activities." SOP 98-5 requires entities to expense as incurred
all start-up and preopening costs that are not otherwise capitalizable as
long-lived assets. SOP 98-5 is effective for fiscal years beginning after
December 15, 1998, with earlier adoption encouraged. Restatement of previously
issued financial statements is not permitted by SOP 98-5 and entities are not
required to report the pro forma effects of the retroactive application of the
new accounting standard. The Company's early adoption of this new accounting
principle in 1998 resulted in the recognition of the cumulative effect of the
change in accounting principle, as a one-time charge against earnings of
$132,299, net of income tax benefit of $65,162, recorded as of January 1, 1998.
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, 1998 and its other reports filed with the Securities and Exchange
Commission.
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
Not applicable.
PART II - OTHER INFORMATION
Items 1. through 6. Not applicable.
9
<PAGE> 11
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: May 12, 1999 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
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS, THE CONSOLIDATED STATEMENT OF OPERATIONS AND THE
CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH 10-Q.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,578,207
<SECURITIES> 0
<RECEIVABLES> 427,313
<ALLOWANCES> 2,842
<INVENTORY> 1,323,499
<CURRENT-ASSETS> 4,139,742
<PP&E> 45,781,238
<DEPRECIATION> 12,313,889
<TOTAL-ASSETS> 49,105,999
<CURRENT-LIABILITIES> 6,635,521
<BONDS> 15,556,164
0
0
<COMMON> 24,755,418
<OTHER-SE> 1,100,392
<TOTAL-LIABILITY-AND-EQUITY> 49,105,999
<SALES> 19,587,393
<TOTAL-REVENUES> 19,587,393
<CGS> 6,822,682
<TOTAL-COSTS> 6,822,682
<OTHER-EXPENSES> 11,624,837
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 358,959
<INCOME-PRETAX> 718,978
<INCOME-TAX> 205,987
<INCOME-CONTINUING> 512,991
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 512,991
<EPS-PRIMARY> 0.04
<EPS-DILUTED> 0.04
</TABLE>
