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 September 30, 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 October 15, 1999,
outstanding common shares totaled 14,019,202.
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JERRY'S FAMOUS DELI, INC.
INDEX
Page
Number
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of September 30, 1999 and December 31, 1998.................. 2
Consolidated Statements of Operations for the Three Months and Nine Months Ended
September 30, 1999 and September 30, 1998................................................... 3
Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 1999 and September 30, 1998................................................... 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................................... 10
PART II - OTHER INFORMATION
Items 1. through 6................................................................................... 10
Signatures.................................................................................. 11
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3
JERRY'S FAMOUS DELI, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31,
1999 1998
---- ----
(unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 1,035,871 $ 985,382
Accounts receivable, net 283,020 424,400
Inventory 1,401,527 1,394,899
Prepaid expenses 562,882 449,737
Deferred income taxes 269,327 269,327
Prepaid income taxes 83,601 267,321
----------- -----------
Total current assets 3,636,228 3,791,066
Property and equipment, net 29,649,230 33,534,787
Deferred income taxes 629,801 629,801
Goodwill and covenants not to compete 9,315,101 9,701,723
Other assets 1,256,373 1,335,331
----------- -----------
Total assets $44,486,733 $48,992,708
=========== ===========
LIABILITIES AND EQUITY
Current liabilities
Accounts payable $ 2,042,088 $ 3,099,839
Accrued expenses 1,557,320 1,411,457
Sales tax payable 322,019 421,897
Deferred income 22,542 --
Current portion of long-term debt 1,700,955 1,279,371
----------- -----------
Total current liabilities 5,644,924 6,212,564
Long-term debt 12,197,173 15,908,582
Deferred rent 456,963 457,525
----------- -----------
Total liabilities 18,299,060 22,578,671
Minority interest 612,389 554,899
Equity
Preferred stock Series A, no par, 5,000,000 shares authorized,
no shares issued or outstanding at September 30, 1999 or
at December 31, 1998 -- --
Common stock, no par value, 60,000,000 shares authorized,
14,019,202 and 14,508,902 issued and outstanding at
September 30, 1999 and December 31, 1998, respectively 24,575,522 25,271,737
Equity 999,762 587,401
----------- -----------
Total equity 25,575,284 25,859,138
----------- -----------
Total liabilities and equity $44,486,733 $48,992,708
=========== ===========
The accompanying notes are an integral part of these
consolidated financial statements.
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4
JERRY'S FAMOUS DELI, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999 1998
---- ---- ---- ----
Revenues $ 15,578,675 $ 17,200,722 $ 51,926,970 $ 47,560,238
Cost of sales 5,366,261 5,820,944 18,017,146 15,544,925
------------ ------------ ------------ ------------
Gross profit 10,212,414 11,379,778 33,909,824 32,015,313
Operating expenses
Labor 5,597,900 6,177,878 18,756,866 16,945,603
Occupancy and other 2,111,905 2,272,206 6,767,057 6,427,029
Occupancy - related party 279,014 253,000 816,129 670,053
General and administrative expenses 1,091,055 1,307,821 3,482,093 3,537,253
Depreciation 654,714 600,435 2,027,991 2,374,040
Amortization 169,179 392,732 511,581 704,629
------------ ------------ ------------ ------------
Total expenses 9,903,767 11,004,072 32,361,717 30,658,607
------------ ------------ ------------ ------------
Income from operations 308,647 375,706 1,548,107 1,356,706
Other income (expense)
Interest income 3,455 649 15,999 36,435
Interest expense (274,797) (361,904) (940,840) (924,632)
Other income (expense), net 8,500 -- 5,952 --
------------ ------------ ------------ ------------
Income before provision (benefit) for
income taxes and minority interest 45,805 14,451 629,218 468,509
Provision (benefit) for income taxes (25,180) (37,373) 85,720 71,101
Minority interest 38,430 41,994 131,137 94,296
------------ ------------ ------------ ------------
Income before cumulative effect of
change in accounting principle 32,555 9,830 412,361 303,112
Cumulative effect of change in accounting
principle, net of tax benefit of $65,162 -- -- -- (132,299)
------------ ------------ ------------ ------------
Net income $ 32,555 $ 9,830 $ 412,361 $ 170,813
============ ============ ============ ============
Net income per share before cumulative
effect of change in accounting principle
applicable to common stock - Basic and
Diluted $ 0.00 $ 0.00 $ 0.03 $ 0.02
Cumulative effect of change in accounting
principle - Basic and Diluted -- -- -- (0.01)
------------ ------------ ------------ ------------
Net income per share applicable to
common stock - Basic and Diluted $ 0.00 $ 0.00 $ 0.03 $ 0.01
============ ============ ============ ============
Weighted average shares
outstanding - Basic 14,048,702 15,127,064 14,204,030 14,827,294
============ ============ ============ ============
Weighted average shares
outstanding - Diluted 14,056,684 15,148,326 14,212,012 14,901,989
============ ============ ============ ============
The accompanying notes are an integral part of these
consolidated financial statements.
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JERRY'S FAMOUS DELI, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
NINE MONTHS ENDED SEPTEMBER 30,
1999 1998
---- ----
Cash flows from operating activities:
Net income $ 412,361 $ 170,813
----------- ------------
Adjustments to reconcile net income to net cash provided by
operating activities, net of acquisitions:
Cumulative effect of change in accounting principle -- 132,299
Depreciation 2,027,991 2,374,040
Amortization 511,581 704,629
Gain on sale of assets (8,500) --
Minority interest 131,137 94,296
Deferred income taxes -- --
Deferred income 21,980 --
Changes in assets and liabilities:
Accounts receivable 141,380 (134,132)
Inventory (6,628) (390,259)
Prepaid expenses (113,145) 1,016,456
Prepaid income taxes 183,720 (146,416)
Preopening costs -- (624,800)
Other assets (67,616) (769,879)
Accounts payable (1,057,751) 1,399,157
Accrued expenses 145,863 177,637
Sales tax payable (99,878) (43,415)
----------- ------------
Total adjustments 1,810,134 3,789,613
----------- ------------
Net cash provided by operating activities 2,222,495 3,960,426
----------- ------------
Cash flows from investing activities:
Purchase of Epicure Market -- (8,518,674)
Acquisition of restaurant -- (1,760,000)
Net proceeds from sale of facility 3,913,244 --
Additions to equipment (940,734) (1,421,313)
Additions to improvements - land, building and leasehold (1,250,472) (1,244,751)
Deductions to construction-in-progress 153,532 149,518
Proceeds from sale of fixed assets 8,500 --
----------- ------------
Net cash provided by (used in) investing activities 1,884,070 (12,795,220)
----------- ------------
Cash flows from financing activities:
Borrowings on credit facilities 2,178,988 15,965,000
Payments on long-term debt (5,468,813) (8,155,738)
Dividends paid to minority shareholders (70,036) (69,555)
Purchase of Company's common stock (696,215) (22,478)
----------- ------------
Net cash (used in) provided by financing activities (4,056,076) 7,717,229
----------- ------------
Net increase (decrease) in cash and cash equivalents 50,489 (1,117,565)
Cash and cash equivalents, beginning of period 985,382 2,264,308
----------- ------------
Cash and cash equivalents, end of period $ 1,035,871 $ 1,146,743
=========== ============
The accompanying notes are an integral part of these
consolidated financial statements.
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JERRY'S FAMOUS DELI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 nine
months ended September 30, 1999 and September 30, 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 is
derived from the 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 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, 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 to the current period presentation.
2. SUPPLEMENTAL CASH FLOW INFORMATION
Nine Months Ended
September 30, 1999
1999 1998
---- ----
Supplemental cash flow information:
Cash paid for:
Interest ......................................................... $809,000 $ 900,000
Income taxes ..................................................... $ 2,000 $ 311,000
Supplemental information on noncash investing and financing activities:
Common Stock issued in purchase of Epicure ....................... $ -- $2,395,147
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JERRY'S FAMOUS DELI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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. 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. 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 related income tax
benefit of $65,162, recorded as of January 1, 1998. Thus, the Consolidated
Statement of Operations and the Consolidated Statement of Cash Flows for the
nine months ended September 30, 1998 have 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 which resulted in no significant gain or loss. 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.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
The following table presents for the three and nine months ending
September 30, 1999 and 1998, the Consolidated Statements of Operations of the
Company expressed as percentages of total revenue. The results of operations for
the first nine months of 1999 are not necessarily indicative of the results to
be expected for the full year ending December 31, 1999.
PERCENTAGE OF TOTAL REVENUE
---------------------------
THREE MONTHS ENDED, NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -----------------
1999 1998 1999 1998
----- ----- ----- -----
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of sales 34.4 33.8 34.7 32.7
----- ----- ----- -----
Gross profit 65.6 66.2 65.3 67.3
Operating expenses
Labor 35.9 35.9 36.1 35.6
Occupancy and other 15.4 14.7 14.6 14.9
----- ----- ----- -----
Total operating expenses 51.3 50.6 50.7 50.5
General and administrative expenses 7.0 7.6 6.7 7.4
Depreciation and amortization expense 5.3 5.8 4.9 6.5
----- ----- ----- -----
Total expenses 63.6 64.0 62.3 64.4
----- ----- ----- -----
Income from operations 2.0 2.2 3.0 2.9
Interest income 0.0 0.0 0.0 0.1
Interest expense (1.8) (2.1) (1.8) (2.0)
Other income, net 0.1 0.0 0.0 0.0
----- ----- ----- -----
Income before provision for income
taxes and minority interest 0.3 0.1 1.2 1.0
Provision (benefit) for income taxes (0.2) (0.2) 0.2 0.2
Minority interest 0.3 0.2 0.2 0.2
----- ----- ----- -----
Income before cumulative effect of
change in accounting principle 0.2 0.1 0.8 0.6
Cumulative effect of change in accounting
principle -- -- -- (0.3)
----- ----- ----- -----
Net income 0.2% 0.1% 0.8% 0.3%
===== ===== ===== =====
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RESULTS OF OPERATIONS
Three Months Ended September 30, 1999 Compared to Three Months Ended September
30, 1998
Revenues for the three months ended September 30, 1999 decreased
approximately $1,622,000, or 9.4%, to approximately $15,579,000 for the 1999
quarter from approximately $17,201,000 for the 1998 quarter. This decrease was
primarily due to: a decrease in sales of approximately $990,000 for the two
Rascal House restaurants in Florida; a decrease in sales of approximately
$689,000 related to the sale of the Pasadena restaurant, which was sold on May
2, 1999; and, a decrease in revenues of approximately $74,000 for The Epicure
Market. Management attributes the decrease in sales in the Florida area
primarily due to the temporary closure of the Miami restaurant in the month of
September 1999 for remodeling, which contributed approximately $473,000 to the
decrease, coupled with increased competition in both the Miami and Boca Raton
areas. In addition, the combined decrease was partially offset by an overall
increase in same store sales for the eight Southern California stores in
operation since July 1, 1998 of approximately $120,000, or 1.2% for the 1999
period. To address the above decreases, the Company believes that the Rascal
House remodeling and continued marketing of its restaurants and specific
products, consistent with other casual dining and fast food restaurants, will
have a positive effect on store sales.
Cost of sales, which consists primarily of food costs, increased 0.6
percentage points, as a percentage of revenues, to 34.4% for the 1999 quarter
from 33.8% for the 1998 quarter.
Operating expenses, which include all restaurant level operating costs,
including, but not limited to, labor, rent, laundry, maintenance, utilities and
repairs, as a percentage of revenues, increased 0.7 percentage points to 51.3%
for the 1999 quarter from 50.6% for the 1998 quarter. This increase is primarily
attributable to occupancy and other, which increased 0.7 percentage points, as a
percentage of revenues, to 15.4% for the 1999 quarter from 14.7% for the 1998
quarter. Labor, as a percentage of revenues, remained unchanged at 35.9% for the
1999 quarter as compared to the same period for 1998. Management is taking
several steps to control such costs, including the implementation of an
incentive program for restaurant managers which is based on a reduction of food
and labor costs.
General and administrative expenses decreased approximately $217,000 or
0.6 percentage points as a percentage of revenues to 7.0% for the 1999 quarter
from 7.6% in the 1998 quarter. This decrease is partly the result of a reduction
in personnel employed at the Company's corporate headquarters and partly a
reduction of corporate overhead expenses.
Depreciation and amortization expense, as a percentage of revenue,
decreased 0.5 percentage points to 5.3% for 1999 from 5.8% for the 1998 quarter.
Depreciation expense increased approximately $54,000 for the 1999 quarter as
compared to the 1998 quarter. Amortization expense decreased approximately
$224,000 for the 1999 quarter as compared to the 1998 quarter primarily due to
the change in accounting principle related to preopening costs.
The decrease in interest expense of approximately $87,000 to
approximately $275,000 for the 1999 third quarter from approximately $362,000
for the same 1998 period, resulted from the overall decrease in debt associated
with the sale of the Pasadena store.
Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30,
1998
Revenues increased approximately $4,367,000, or 9.2%, to approximately
$51,927,000 for the 1999 nine-month period from approximately $47,560,000 for
the 1998 nine-month period. Epicure, acquired on April 1, 1998, contributed
increased revenues of approximately $3,667,000 in 1999. The Boca restaurant,
which opened in July 1, 1998, contributed revenues of approximately $2,235,000
to the 1999 period. Revenues for the same eight Southern California restaurants
operated during both nine-month periods increased approximately $497,000, or
1.6%. The overall increase was partially offset by the sale of the Pasadena
facility, which contributed to a decrease in revenue of approximately
$1,185,000. In addition, The Rascal House restaurant in Miami Beach, Florida had
decreased revenues of approximately $885,000 for the 1999 period, which is
mostly due to the opening of the Boca store and increased competition, coupled
with the restaurant being temporarily closed for remodeling for most of
September 1999.
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Cost of sales, as a percentage of revenues, increased 2.0 percentage
points, to 34.7% for the 1999 period from 32.7% for the 1998 period. This
increase is primarily related to The Rascal House restaurants operating with a
higher food cost percentage than the stores in California.
Labor expense, as a percentage of revenues, increased 0.5 percentage
point, to 36.1% in 1999 from 35.6% for 1998. Occupancy and other, as a
percentage of revenues, decreased 0.3 percentage point, to 14.6% in 1999 from
14.9% for the 1998 period.
General and administrative expenses, as a percentage of revenues,
decreased 0.7 percentage point to 6.7% for 1999 from 7.4% for 1998 due to the
reasons discussed above in the quarter-to-quarter analysis.
Depreciation and amortization expense, as a percentage of revenues,
decreased 1.6 percentage points to 4.9% in 1999 from 6.5% in the 1998 period.
Depreciation expense decreased approximately $346,000 for the 1999 period as
compared to the 1998 period primarily due to the change in life of certain
furniture and fixtures from a five-year useful life to an eight-year useful
life, effective July 1, 1998. Amortization expense decreased approximately
$193,000 for the 1999 period as compared to the 1998 period primarily due to the
change in accounting principle related to preopening costs.
Interest expense increased approximately $16,000, mostly due to the
increase in expense on the credit facility as a result of the purchase of
Epicure. This increase was partially offset by the decrease in debt from the
proceeds of the sale of the Pasadena restaurant.
LIQUIDITY AND CAPITAL RESOURCES
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. The cost of renovation
will depend upon the style of restaurant being converted. Renovation of Jerry's
Famous Deli restaurants have cost between $2 million and $3 million per
location, or $267 to $400 per square foot. In addition, the Company spent
approximately $696,000 pursuant to the Company's stock repurchase program.
In September 1998, the Company entered into a $15,000,000 credit
facility with BankBoston, N.A. in the form of a $9,000,000 term loan and
$6,000,000 revolving line of credit. In conjunction with the agreement, the
Company repaid certain existing debt with the proceeds from the term loan. The
term loan and the revolver mature five years from inception and bear interest at
the Eurodollar rate plus a variable percentage margin totaling approximately
7.5% at September 30, 1999. The debt is collateralized by assets of the Company
and includes certain financial covenants. In September 1999, the Company and
BankBoston, N.A. amended the credit agreement for certain financial covenants
and scheduled repayments of the term loans. The Company utilized approximately
$560,000 of the credit line in conjunction with the repurchase of approximately
$696,000 of its Common Stock during the nine month period ended September 30,
1999. In addition, approximately $3,750,000 from the proceeds of the sale of the
Pasadena facility was used to reduce the Company's debt.
Management believes that cash on hand, including cash drawn on the line
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.
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.
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Item 3. Quantitative and Qualitative Disclosure About Market Risk.
Not applicable.
PART II - OTHER INFORMATION
Items 1. through 4. Not applicable.
Item 5. Other Information.
In September 1999, the Company entered into a Quick Food License
Agreement ("Agreement") with Universal Studios CityWalk Hollywood ("Universal")
to provide consulting and technical services to Universal in connection with the
planning, development, construction, furnishing and equipping of a "Jerry's
Famous Deli" type restaurant, located in Universal City. The Agreement has a
term of approximately 10 years from the restaurant's opening date, which is
currently scheduled for the second quarter of 2000, with certain provisions for
options to extend. The Company will earn from Universal a license fee at a
specified amount for the first two years of restaurant operations, with an
additional fee payable to the Company if certain excess requirements are met. In
addition, during all subsequent years the Company will earn an amount equal to a
specified percentage of defined "gross sales" of the restaurant. In conjunction
with the Agreement, the Company will provide consulting services for a one-time
"consulting fee" to be earned and paid by Universal over a period including six
full months of continuous operation of the restaurant.
Items 6. Exhibits and Reports on Form 8-K
Exhibit
Number
------
10.45 Quick Food License Agreement, dated as of September 3, 1999,
by and between Universal Studios CityWalk Hollywood, a
division of Universal Studios, Inc. and Jerry's Famous Deli,
Inc.
10.46 Fourth Amendment to Credit Agreement, dated as of September
30, 1999, by and among Jerry's Famous Deli, Inc. and
BankBoston, N.A.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JERRY'S FAMOUS DELI, INC.
Date: November 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
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