<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 June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------- ------------
Commission File No. 33-94724
JERRY'S FAMOUS DELI, INC.
(Exact name of registrant as specified in its charter)
California 95-3302338
------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
12711 Ventura Boulevard, Suite 400, Studio City, California 91604
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(Address of Principal Executive Offices)
(818) 766-8311
--------------------------
(Registrant's Telephone Number, Including Area Code)
------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of July 15, 2000,
outstanding common shares totaled 4,673,043.
<PAGE> 2
JERRY'S FAMOUS DELI, INC.
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999.................. 2
Consolidated Statements of Operations for the Three Months and Six Months Ended
June 30, 2000 and June 30, 1999........................................................ 3
Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2000 and June 30, 1999......................................................... 4
Notes to Consolidated Financial Statements.............................................. 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General................................................................................. 7
Results of Operations................................................................... 8
Liquidity and Capital Resources......................................................... 9
Item 3. Quantitative and Qualitative Disclosure About Market Risk............................... 9
PART II - OTHER INFORMATION
Items 1. through 6............................................................................... 10
Signatures.............................................................................. 11
</TABLE>
1
<PAGE> 3
JERRY'S FAMOUS DELI, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
----------- -----------
(unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 65,807 $ 1,184,329
Account receivable, net 309,460 519,948
Inventory 1,416,962 1,382,784
Prepaid expenses 746,090 349,105
Deferred income taxes 288,725 288,725
Prepaid income taxes -- 201,700
----------- -----------
Total current assets 2,827,044 3,926,591
Property and equipment, net 29,720,666 30,155,403
Deferred income taxes 312,531 312,531
Goodwill and covenants not to compete 8,982,973 9,184,526
Other assets 1,658,907 1,569,138
----------- -----------
Total assets $43,502,121 $45,148,189
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 2,330,495 $ 3,378,452
Accrued expenses 1,267,937 1,414,934
Sales tax payable 208,228 404,613
Income taxes payable 226,647 --
Current portion of capital leases 31,426 --
Current portion of long-term debt 1,700,955 1,700,955
----------- -----------
Total current liabilities 5,765,688 6,898,954
Long-term debt 9,655,207 11,042,092
Capital leases 89,760 --
Deferred rent 440,613 456,774
----------- -----------
Total liabilities 15,951,268 18,397,820
Minority interest 761,410 677,053
Shareholders' equity
Preferred stock Series A, no par, 5,000,000 shares authorized; no shares
issued or outstanding at June 30, 2000 or
at December 31, 1999 -- --
Common stock, no par value, 60,000,000 shares authorized;
4,673,068 shares issued and outstanding at June 30, 2000
and December 31, 1999, respectively 24,575,522 24,575,522
Retained earnings 2,213,921 1,497,794
----------- -----------
Total shareholders' equity 26,789,443 26,073,316
----------- -----------
Total liabilities and shareholders' equity $43,502,121 $45,148,189
=========== ===========
</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
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 16,264,346 $ 16,760,902 $ 35,084,663 $ 36,348,295
Cost of sales 5,548,398 5,828,203 11,874,303 12,650,885
------------ ------------ ------------ ------------
Gross profit 10,715,948 10,932,699 23,210,360 23,697,410
Operating expenses
Labor 5,905,089 6,296,216 12,281,367 13,158,966
Occupancy and other 2,134,036 2,240,217 4,417,961 4,655,152
Occupancy - related party 278,765 277,129 557,530 537,115
General and administrative expenses 1,067,435 1,174,913 2,299,298 2,391,038
Depreciation 716,749 667,308 1,408,272 1,373,277
Amortization 175,769 177,330 351,137 342,402
------------ ------------ ------------ ------------
Total expenses 10,277,843 10,833,113 21,315,565 22,457,950
------------ ------------ ------------ ------------
Income from operations 438,105 99,586 1,894,795 1,239,460
Other income (expense)
Interest income 4,871 6,700 15,241 12,545
Interest expense (270,172) (307,084) (533,399) (666,043)
Other income (expense), net 10,960 (2,548) 10,960 (2,548)
------------ ------------ ------------ ------------
Income (loss) before provision (benefit) for
income taxes and minority interest 183,764 (203,346) 1,387,597 583,414
Provision (benefit) for income taxes 50,319 (95,087) 378,347 110,900
Minority interest 53,739 24,925 126,441 92,707
------------ ------------ ------------ ------------
Net income (loss) $ 79,706 $ (133,184) $ 882,809 $ 379,807
============ ============ ============ ============
Net income (loss) per share:
Basic $ 0.02 $ (0.03) $ 0.19 $ 0.08
============ ============ ============ ============
Diluted $ 0.02 $ (0.03) $ 0.19 $ 0.08
============ ============ ============ ============
Weighted average shares
outstanding - Basic 4,673,068 4,703,873 4,673,068 4,760,565
============ ============ ============ ============
Weighted average shares
outstanding - Diluted 4,673,068 4,712,256 4,673,068 4,768,947
============ ============ ============ ============
</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
(unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
2000 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 882,809 $ 379,807
----------- -----------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 1,759,409 1,715,679
Minority interest 126,441 92,707
Deferred rent (16,161) (374)
Changes in assets and liabilities:
Accounts receivable 210,488 154,783
Inventory (34,178) 68,466
Prepaid expenses (396,985) 9,308
Income taxes receivable 201,700 208,900
Other assets (239,352) (21,863)
Accounts payable (1,047,957) (503,258)
Accrued expenses (146,997) (235,045)
Sales tax payable (196,385) (225,580)
Income taxes payable 226,647 --
----------- -----------
Total adjustments 446,670 1,263,723
----------- -----------
Net cash provided by operating activities 1,329,479 1,643,530
----------- -----------
Cash flows from investing activities:
Net proceeds from sale of assets 5,349 3,913,244
Additions to equipment (325,508) (492,941)
Additions to improvements - land, building and leasehold (518,639) (545,351)
----------- -----------
Net cash (used in) provided by investing activities (838,798) 2,874,952
----------- -----------
Cash flows from financing activities:
Borrowings on credit facilities 513,592 560,000
Payments on long-term debt (1,900,477) (4,839,366)
Payments of obligations under capital leases (13,552) --
Distributions paid to minority shareholders (166,682) --
Dividends paid to minority shareholders (42,084) (46,370)
Purchase of Company's common stock -- (650,464)
----------- -----------
Net cash used in financing activities (1,609,203) (4,976,200)
----------- -----------
Net decrease in cash and cash equivalents (1,118,522) (457,718)
Cash and cash equivalents, beginning of period 1,184,329 985,382
----------- -----------
Cash and cash equivalents, end of period $ 65,807 $ 527,664
=========== ===========
</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 and six months
ended June 30, 2000 and June 30, 1999 have been prepared in accordance with
generally accepted accounting principles and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. These financial statements have not been
audited by independent accountants, but include all adjustments (consisting of
normal recurring adjustments) which are, in Management's opinion, necessary for
a fair presentation of the financial condition, results of operations and cash
flows for such periods. However, these results are not necessarily indicative of
results for any other interim period or for the full year. The December 31, 1999
consolidated balance sheet is derived from the audited consolidated financial
statements included in the Company's December 31, 1999 Form 10-K.
Certain information and footnote disclosures normally included in financial
statements in accordance with generally accepted accounting principles have been
omitted pursuant to requirements of the Securities and Exchange Commission.
Management believes that the disclosures included in the accompanying interim
financial statements and footnotes are adequate to make the information not
misleading, but should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Form 10-K for the
preceding fiscal year.
Organization
The accompanying consolidated financial statements consist of Jerry's
Famous Deli, Incorporated ("JFD--Inc."), a California corporation, JFD--Encino
("JFD--Encino"), a California limited partnership, and National Deli
Corporation, ("NDC"), a Florida corporation and wholly-owned subsidiary of
JFD--Inc. JFD--Inc. and JFD--Encino operate family oriented, full-service
restaurants. NDC operates The Epicure Market ("Epicure"), a specialty gourmet
food store located in Miami Beach, Florida. These entities are collectively
referred to as "Jerry's Famous Deli, Inc." or the "Company." JFD--Inc. and
JFD--Encino include the operations of the Southern California restaurants
located in Studio City, Encino, Marina del Rey, West Hollywood, Westwood,
Sherman Oaks, Woodland Hills, and Costa Mesa. JFD--Inc. also includes the two
Rascal House restaurants located in Miami Beach and Boca Raton, Florida.
Reclassification
Certain amounts in the previously presented financial statements have been
reclassified to conform to the current period presentation.
2. SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
2000 1999
-------- --------
<S> <C> <C>
Supplemental cash flow information:
Cash paid for:
Interest............................................................... $537,600 $ 335,000
Income taxes........................................................... $ 50,000
$ 2,000
Supplemental information on noncash investing and financing activities:
Capital lease obligation for new equipment............................. $134,737 $ --
</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 Standards ("SFAS") No.
128, "Earnings Per Share," basic net income per share is computed by dividing
the net income attributable to common shareholders by the weighted average
number of common shares outstanding during the period. Diluted net income per
common share is computed by dividing the net income attributable to common
shareholders by the weighted average number of common and common share
equivalents outstanding during the period. Common share equivalents included in
the diluted computation represent shares issuable upon assumed exercise of stock
options using the treasury stock method.
4. SALE OF PASADENA PROPERTY
The Company closed escrow on the sale of its Pasadena facility at the close
of business on May 2, 1999. The gross proceeds from the sale were $4,120,000. Of
these proceeds, approximately $3,750,000 was used to reduce the Company's debt
and the remaining proceeds were applied to other related costs of the sale. No
significant gain or loss resulted from the sale.
5. SHAREHOLDERS' EQUITY
As of February 3, 2000, the Company's stock is being traded over the Nasdaq
SmallCap Market.
On February 9, 2000, the Company completed a one-for-three reverse stock
split of its Common Stock applicable to the shareholders of record on February
9, 2000. The reverse stock split reduced the Company's outstanding shares from
14,019,203 to approximately 4,673,068. All common share and per share amounts
have been adjusted to give retroactive effect to the one-for-three reverse stock
split for the periods presented.
6. SUBSEQUENT EVENT
In May of 2000 the Starkman Family Partnership (an affiliate of the
Company) advised the Company that it would be selling two parcels of land
constituting the primary parking facility for the West Hollywood restaurant. The
Company currently leases these two parcels from the Starkman Family Partnership
on terms arranged before the Company's initial public offering. The Company had
no option or right of first refusal in relation to the parcels. The West
Hollywood restaurant facility is leased by the Company from a third party
landlord. The parcels are required for use of the restaurant facility. The
independent Directors of the Company determined that control of the parking lots
was strategically important to the Company, especially in future lease
negotiations with the landlord of the restaurant facility. In addition, with the
rent projected to be equivalent to the carrying cost of the funds to purchase
the property, the Directors believed that the future appreciation in value would
be a valuable asset to the Company. The Starkman Family Partnership agreed to
sell the parcels to the Company at a price determined by an independent third
party appraiser acceptable to both the independent Directors and the Starkman
Family Partnership. This transaction was approved in July 2000 and is expected
to close in August 2000. The purchase price is set at $1,420,000. The purchase
price will be financed through funds available on the Company's line of credit.
Although the sales transaction is in escrow, the possibility does exist that it
may not close due to unforeseen events.
6
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
The following table presents for the three and six months ending June 30,
2000 and 1999, the Consolidated Statements of Operations of the Company
expressed as percentages of total revenue. The results of operations for the
first six months of 2000 are not necessarily indicative of the results to be
expected for the full year ending December 31, 2000.
<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL REVENUE
---------------------------
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- -------------------------
2000 1999 2000 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of sales 34.1 34.8 33.8 34.8
------ ------ ------ ------
Gross profit 65.9 65.2 66.2 65.2
Operating expenses
Labor 36.3 37.6 35.0 36.2
Occupancy and other 14.8 15.0 14.2 14.3
------ ------ ------ ------
Total operating expenses 51.1 52.6 49.2 50.5
General and administrative expenses 6.6 7.0 6.6 6.6
Depreciation and amortization expense 5.5 5.1 5.0 4.7
------ ------ ------ ------
Total expenses 63.2 64.7 60.8 61.8
------ ------ ------ ------
Income from operations 2.7 0.5 5.4 3.4
Interest income 0.0 0.0 0.0 0.0
Interest expense (1.7) (1.8) (1.5) (1.8)
Other income, net 0.1 0.0 0.0 0.0
------ ------ ------ ------
Income (loss) before provision for income
taxes and minority interest 1.1 (1.3) 3.9 1.6
Provision (benefit) for income taxes 0.3 (0.6) 1.1 0.3
Minority interest 0.3 0.1 0.3 0.3
------ ------ ------ ------
Net income (loss) 0.5% (0.8)% 2.5% 1.0%
====== ====== ====== ======
</TABLE>
7
<PAGE> 9
RESULTS OF OPERATIONS
Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999
Revenues for the three months ended June 30, 2000 decreased approximately
$497,000, or 3.0%, to approximately $16,264,000 for the 2000 quarter from
approximately $16,761,000 for the 1999 quarter. The overall decrease in revenues
was in part due to the sale of the Pasadena restaurant, which had revenues of
approximately $246,000 for the quarter ended June 30, 1999. Also contributing to
the overall decrease was a decrease in revenues of approximately $424,000 for
the Florida restaurants and a decrease in revenues of approximately $165,000 or
1.6% in same store sales for the eight Southern California stores in operation
since January 1, 1999. The combined decrease in revenues was primarily offset by
an increase in sales of approximately $375,000 for The Epicure Market.
Management attributes the decrease in restaurant sales primarily due to
increased competition in both California and Florida.
Cost of sales, as a percentage of revenues, decreased 0.7 percentage points
to 34.1% for the 2000 quarter from 34.8% for the 1999 quarter. This decrease is
primarily the result of the Company's continued focus on more efficient buying
and increased management monitoring of purchase costs at both the restaurants
and Epicure.
Total expenses, as a percentage of revenues, decreased slightly by 1.5
percentage points to 63.2% for the three months ended June 30, 2000 from 64.7%
for the three months ended June 30, 1999. The overall decrease in total expenses
is primarily attributable to the overall decrease in operating expenses, which
as a percentage of revenues, decreased 1.5 percentage points to 51.1% for the
2000 quarter from 52.6% for the 1999 quarter. The overall decrease in operating
expenses is primarily attributable to a decrease in labor expense of 1.3
percentage points to 36.3% for the 2000 quarter from 37.6% for the 1999 quarter.
The decrease in labor expense is primarily the result of operational
improvements and the leveling of labor costs which occurs when all restaurants
have been open for more than one year, combined with the impact of the sale of
the Pasadena restaurant. Labor costs for Epicure decreased 1.5 percentage points
to 29.3% of Epicure revenues for the 2000 quarter as compared to 30.8% for the
same quarter in 1999. Also contributing to this decrease is a slight decrease in
occupancy and other of 0.2 percentage points to 14.8% for the 2000 quarter from
15.0% for the same quarter in 1999. In addition, general and administrative
expenses, as a percentage of revenues, decreased 0.4 percentage points, to 6.6%
for the 2000 quarter from 7.0% in the 1999 quarter. However, this decrease was
offset by the increase in depreciation and amortization expense, as a percentage
of revenue, of 0.4 percentage point to 5.5% for 2000 from 5.1% for the 1999
quarter.
The decrease in interest expense of approximately $37,000 to approximately
$270,000 for the 2000 second quarter from approximately $307,000 for the same
1999 period, primarily resulted from the reduction of the Company's debt.
Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999
Revenues decreased approximately $1,263,000, or 3.5%, to approximately
$35,085,000 for the 2000 six-month period from approximately $36,348,000 for the
1999 six-month period. The overall decrease in revenues was in part due to the
sale of the Pasadena restaurant, which had revenues of approximately $977,000
for the six months ended June 30, 1999. Also contributing to the overall
decrease was a decrease in revenues of approximately $693,000 for the Florida
restaurants and a decrease in revenues of approximately $100,000 or 0.5% in same
store sales for the eight Southern California stores in operation since January
1, 1999. The combined decrease in revenues was primarily offset by an increase
in sales of approximately $533,000 for The Epicure Market. The reason for this
overall decrease is discussed in the above quarter-to-quarter comparison.
Cost of sales, as a percentage of revenues, decreased 1.0 percentage
points, to 33.8% for the 2000 period from 34.8% for the 1999 period. The reasons
for this decrease are discussed in the above quarter-to-quarter comparison.
8
<PAGE> 10
Total expenses, as a percentage of revenues, decreased slightly by 1.0
percentage point to 60.8% for the six months ended June 30, 2000 from 61.8% for
the six months ended June 30, 1999. The overall decrease in total expenses is
primarily attributable to the overall decrease in operating expenses, which as a
percentage of revenues, decreased 1.3 percentage points to 49.2% for 2000 from
50.5% for the same six month 1999 period. The overall decrease in operating
expenses is primarily attributable to a decrease in labor expense of 1.2
percentage points to 35.0% for the 2000 six month period from 36.2% for the same
1999 period. In addition, while general and administrative expenses, as a
percentage of revenues, remained comparable at 6.6% for the 2000 and the 1999
six month period, the decrease in operating expenses was partially offset by a
slight increase in depreciation and amortization expense, as a percentage of
revenues, of 0.3 percentage point to 5.0% for the 2000 six month period from
4.7% for the same 1999 period. The aforementioned changes are mostly due to the
same factors as those discussed above with respect to the quarter-to-quarter
comparison.
Interest expense decreased approximately $133,000 to approximately $533,000
for the period ended June 30, 2000 as compared to $666,000 for the same 1999
period mostly due to the reduction in the Company's debt.
LIQUIDITY AND CAPITAL RESOURCES
The Company paid down approximately $1,900,000 of debt and used
approximately $167,000 for the distribution of capital to minority shareholders
during the six months ended June 30, 2000. The Company's capital requirements
are primarily for the development, construction and equipping of new
restaurants. Generally, the Company leases the property and extensively remodels
the existing building. Additional capital expenditures will be required if new
locations are added. The cost of renovation will depend upon the style of
restaurant being converted. Renovation of Jerry's Famous Deli restaurants have
cost between $2.0 million and $3.0 million per location, or $267 to $400 per
square foot.
In September 1998, the Company entered into a $15,000,000 credit facility
with BankBoston, N.A. in the form of a $9,000,000 term loan and $6,000,000
revolving line of credit. In conjunction with the agreement, the Company repaid
certain existing debt with the proceeds from the term loan. The term loan and
the revolver mature five years from inception and bear interest at the
Eurodollar rate plus a variable percentage margin totaling approximately 8.6% at
June 30, 2000. The debt is collateralized by assets of the Company and includes
certain financial covenants.
Management believes that cash on hand, including cash available on the line
of credit and cash flows from operations will be sufficient for operation of the
Company's existing restaurants and market. Future anticipated capital needs
cannot be projected with certainty. Additional capital expenditures will be
required if new locations are added.
The Company continues to search for prime locations appropriate for its
customer base and to develop them into restaurants, both in the Southern
California and Southern Florida areas, as well as new areas, while continuing to
provide quality food and service in its existing restaurants. However, the issue
of whether or not to aggressively expand, in light of stock market conditions,
is currently under review. The Company seeks to exploit its brand names for
ancillary income from licensing and possibly third party retail sales. This is a
new initiative and the outlook is not yet clear.
Statements made herein that are not historical facts are forward looking
statements and are subject to a number of risk factors, including the public's
acceptance of the Jerry's Famous Deli format in each new location, consumer
trends in the restaurant industry, competition from other restaurants, the costs
and delays experienced in the course of remodeling or building new restaurants,
the amount and rate of growth of administrative expenses associated with
building the infrastructure needed for future growth, the availability, amount,
type and cost of financing for the Company and general economic conditions and
other factors. Further information on these and other factors is contained in
the Company's Annual Report on Form 10-K for the year ended December 31, 1999
and its other reports filed with the Securities and Exchange Commission.
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
Not applicable.
9
<PAGE> 11
PART II - OTHER INFORMATION
Items 1. through 3. Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
On May 19, 2000, the Company held its Annual Meeting of Shareholders.
Shareholders voted upon the election of directors and upon the ratification of
PricewaterhouseCoopers LLP, as the Company's independent public accountants for
the fiscal year ending December 31, 2000. Isaac Starkman, Guy Starkman, Jason
Starkman, Paul Gray, Stanley Schneider and Kenneth Abdalla, all of whom were
directors prior to the Annual Meeting and were nominated by management for
re-election, were re-elected at the meeting. The following votes were cast for
each of the nominees:
Name For Authority
---- --- Withheld
---------
Isaac Starkman 4,148,722 41,649
Guy Starkman 4,148,722 41,649
Jason Starkman 4,148,722 41,649
Paul Gray 4,148,722 41,649
Stanley Schneider 4,148,722 41,649
Kenneth Abdalla 4,148,722 41,649
The following votes were cast for the ratification of
PricewaterhouseCoopers LLP as the Company's independent public accountants for
the fiscal year ending December 31, 2000: For: 4,173,071; Against: 9,123;
Abstain: 8,177.
Shareholders who wish to submit proposals to be included in the Company's
proxy materials for the 2001 annual meeting may do so in accordance with
Securities and Exchange Commission Rule 14a-8. For those shareholder proposals
which are not submitted in accordance with Rule 14a-8, the Company's management
proxies may exercise their discretionary voting authority, without any
discussion of the proposal in the Company's proxy materials, for any proposal
which is received by the Company after January 5, 2001.
Items 5. and 6. Not applicable.
10
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JERRY'S FAMOUS DELI, INC.
Date: August 9, 2000 By: /s/ Isaac Starkman
--------------------------------------------
Isaac Starkman
Chief Executive Officer and Chairman
of the Board of Directors
By: /s/ Christina Sterling
-------------------------------------------
Christina Sterling
Chief Financial Officer
11
