<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended DECEMBER 13, 1997
-----------------
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 Number 0-12800
-------
CUISINE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-0948383
---------- ------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
85 S BRAGG STREET, SUITE 600, ALEXANDRIA, VA 22312
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (703) 750-9600
---------------
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
---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of October 30, 1997.
COMMON STOCK 0.01 PAR VALUE NUMBER OF SHARES
--------------------------- ----------------
CLASS A 13,822,543
CLASS B NONE
1
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CUISINE SOLUTIONS, INC.
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited consolidated financial statements have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of the Company, all adjustments necessary
for the fair presentation of the Company's results of operations, financial
position and changes therein for the periods presented have been included.
2
<PAGE> 3
CUISINE SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
----------------------------------
Dec 13, June 28,
1997 1997
------------- ---------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 1,655,000 $ 353,000
Investments, current 1,583,000 1,098,000
Accounts receivable, trade 2,129,000 2,357,000
Inventory 2,269,000 1,999,000
Prepaid expenses 389,000 330,000
Current portion of notes receivable, related party - 603,000
Income tax receivable 804,000 753,000
Other current assets 386,000 374,000
------------ ------------
TOTAL CURRENT ASSETS 9,215,000 7,867,000
Investments, noncurrent 8,731,000 10,217,000
Fixed assets, net 4,796,000 4,269,000
Note receivable, related party, including accrued interest,
less current portion 481,000 56,000
Other assets 309,000 303,000
------------ ------------
TOTAL ASSETS $ 23,532,000 $ 22,712,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 667,000 $ 1,195,000
Accrued payroll and related liabilities 776,000 631,000
Current portion of long-term debt 1,388,000 807,000
Accrued store closings 72,000 72,000
Other accrued taxes 32,000 114,000
------------ ------------
Total current liabilities 2,935,000 2,819,000
Long-term debt, less current portion 1,631,000 1,768,000
------------ ------------
Total liabilities 4,566,000 4,587,000
------------ ------------
Stockholders' equity
Common stock - $.01 par value, 20,000,000 shares
authorized, 14,078,620 shares issued and
13,822,543 shares outstanding 141,000 141,000
Class B Stock - $.01 par value, 175,000 shares authorized,
none issued - -
Additional paid-in capital 21,352,000 21,352,000
Retained earnings 1,360,000 2,323,000
Cumulative translation adjustment 238,000 13,000
Unrealized gains on debt and equity investments 175,000 11,000
Treasury stock, at cost (256,077 shares) (1,440,000) (1,440,000)
Notes receivable from majority shareholder, including
accrued interest (2,860,000) (4,275,000)
------------ ------------
Total stockholders' equity 18,966,000 18,125,000
------------ ------------
Commitments and contingencies
------------ ------------
Total liabilities and stockholders' equity $ 23,532,000 $ 22,712,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
----------------------------------- ------------------------------------
SECOND QUARTER YEAR TO DATE
----------------------------------- ------------------------------------
TWELVE WEEKS ENDED TWENTY FOUR WEEKS ENDED
----------------------------------- ------------------------------------
Dec 13, Dec 14, Dec 13, Dec 14,
1997 1996 1997 1996
--------------- -------------- ---------------- -------------
<S> <C> <C> <C> <C>
NET SALES $ 3,169,000 $ 3,649,000 $ 6,233,000 $ 6,458,000
COST OF GOODS SOLD 2,550,000 2,857,000 5,204,000 5,423,000
-------------------------------- --------------------------------
GROSS MARGIN 619,000 792,000 1,029,000 1,035,000
SELLING AND ADMINISTRATION 1,321,000 926,000 2,423,000 1,721,000
DEPRECIATION AND AMORTIZATION 25,000 25,000 51,000 49,000
OTHER INCOME (1,000) (24,000) (1,000) (32,000)
-------------------------------- --------------------------------
LOSS FROM OPERATIONS (726,000) (135,000) (1,444,000) (703,000)
-------------------------------- --------------------------------
NONOPERATING INCOME (EXPENSE)
INVESTMENT INCOME 299,000 273,000 465,000 495,000
INTEREST EXPENSE (25,000) (36,000) (47,000) (79,000)
OTHER INCOME (EXPENSE) - 1,000 11,000 (1,000)
-------------------------------- --------------------------------
TOTAL NONOPERATING INCOME 274,000 238,000 429,000 415,000
-------------------------------- --------------------------------
INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES, AND DISCONTINUED OPERATIONS (452,000) 103,000 (1,015,000) (288,000)
PROVISION FOR INCOME TAX BENEFIT - - 52,000 -
-------------------------------- --------------------------------
NET INCOME (LOSS) FROM CONTINUING OPERATIONS (452,000) 103,000 (963,000) (288,000)
DISCONTINUED OPERATIONS, NET OF TAXES - 207,000 - 297,000
-------------------------------- --------------------------------
NET INCOME (LOSS) $ (452,000) $ 310,000 $ (963,000) $ 9,000
================================ ================================
NET INCOME (LOSS) PER COMMON SHARE:
CONTINUING OPERATIONS BEFORE
DISCONTINUED OPERATIONS, NET OF TAXES $ (0.03) $ 0.01 $ (0.07) $ (0.02)
DISCONTINUED OPERATIONS $ - $ 0.01 $ - $ 0.02
-------------------------------- --------------------------------
NET INCOME (LOSS) PER COMMON SHARE $ (0.03) $ 0.02 $ (0.07) $ -
================================ ================================
WEIGHTED AVERAGE SHARES OUTSTANDING 13,822,543 13,822,543 13,822,543 13,822,543
================================ ================================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
--------------------------------
Year-to-date
Twenty Four weeks ended
Dec 13, Dec 14,
1997 1996
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (963,000) $ 9,000
Adjustments to reconcile net income (loss) to
net cash (used) provided by operating activities
Gain from sale of discontinued operations - (90,000)
Depreciation and amortization 553,000 490,000
Change in cumulative translation adjustment 225,000 (129,000)
Changes in assets and liabilities, net of
effects of discontinued operations and non-cash
transactions:
Decrease (increase) in accounts receivable
trade, net 228,000 (232,000)
Increase in inventory (270,000) (11,000)
Increase in prepaid expenses (59,000) (31,000)
Increase in notes receivable, related party (198,000) (57,000)
Increase in income tax receivable (51,000) -
Increase in other assets (25,000) (371,000)
Decrease in accounts payable
and accrued expenses (528,000) (408,000)
Increase (decrease) in accrued payroll and
related liabilities 145,000 (58,000)
Decrease in accrued store closing costs - (57,000)
Decrease in other accrued taxes (82,000) -
------------ ------------
Net cash used by operating activities (1,025,000) (945,000)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of investments 4,400,000 8,595,000
Purchase of investments (3,235,000) (13,100,000)
Capital expenditures (428,000) (51,000)
------------ ------------
Net cash provided (used) by investing activities 737,000 (4,556,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Additions to debt - 356,000
Reductions of debt (201,000) -
Change in notes receivable issued to majority
shareholder including accrued interest 1,791,000 -
------------ ------------
Net cash used by financing activities 1,590,000 356,000
------------ ------------
Net increase (decrease) in cash and cash
equivalents 1,302,000 (5,145,000)
Cash and cash equivalents, beginning of period 353,000 6,862,000
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,655,000 $ 1,717,000
============ ============
Non cash activities:
Land purchased under short term note $ 645,000 $ -
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE> 6
VIE de FRANCE CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1) Financial Statements
The accompanying unaudited consolidated financial statements have
been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of the Company, all
adjustments necessary for the fair presentation of the Company's results of
operations, financial position and changes therein for the periods presented
have been included.
2) Fiscal Periods
The Company utilizes a 52/53 week fiscal year which ends on the last
Saturday in June. The first, second and fourth quarters, of fiscal years 1998
and 1997 contain 12 weeks, and the third quarter contains 16 weeks.
3) Inventory
The inventories are valued at the lower of cost, determined by the
first-in, first-out method (FIFO), or market. Included in inventory costs are
raw materials, labor and manufacturing overhead.
Inventory consist of:
<TABLE>
<CAPTION>
Dec 13, June 28,
1997 1997
- ---------------------------------------------------------------------------------
<S> <C> <C>
Raw materials $ 414,000 $ 413,000
Frozen product & other finished goods 1,732,000 1,438,000
Packing materials & supplies 208,000 246,000
---------------------------
2,352,000 2,097,000
Less obsolescence reserve (84,000) (98,000)
---------------------------
$2,269,000 $1,999,000
===========================
</TABLE>
4) Dividends - None.
5) Commitments and Contingencies
The Company is engaged in ordinary and routine litigation incidental to
its business. Management does not anticipate that any amounts which it may be
required to pay by reason thereof will have a material effect on the Company's
financial position or results of operations.
6
<PAGE> 7
6) Transactions with Related Parties
During the second quarter of fiscal year 1998 the loans in the
amount of $1,000,000 and $450,000 due August 1, 1997 and October 1, 1997,
respectively from Food Research Corporation ("FRC"), the Company's majority
shareholder, were paid in full including accrued interest. Subsequent to the
second quarter of fiscal year 1998 the principal amount of the loans of
$2,000,000, $400,000 and $42,000 due April 1, 2000 from FRC was paid in full.
During the second quarter of fiscal year 1998 the company issued a loan in the
amount of $331,000 to FRC which is due December 31, 1997. The loan bears an
annual interest rate of 8.5%.
During the first quarter of fiscal year 1998 the loan in the
amount of $516,000 due July 1, 1997 from FRC was paid in full including accrued
interest.
The loans in the amount of $2,000,000, $400,000, $42,000 and
$331,000 plus applicable interest accrued from FRC are shown as of December 13,
1997 as a separate component of stockholders' equity in the accompanying balance
sheet due to the extension of the previous short term notes maturity, the nature
of the collateral securing the 1997 and 1998 notes, and the terms of the notes.
Management believes that all notes receivables from FRC will be paid in full.
During the first quarter of fiscal year 1998 the Company issued an
employee loan in the amount of $375,000. At the end of fiscal year 1997 this
employee had a loan outstanding in the amount of $45,000. Subsequent to the end
of the first quarter of fiscal year 1998 these two loans were combined. The
revised loan amount of $420,000 bears interest of at 6.5% per annum and is
payable on October 1, 2002. Interest payments are negotiable at such place as
the Company may designate in writing. Payments on the loan will be derived from
the equity proceeds from the sale of the employees first residence, a portion of
future annual bonuses to be paid to the employee by the Company as negotiated
and all outstanding balances of the note, including principal and interest
accrued thereon, shall become payable in full on October 1, 2002.
7) Discontinued Operations
The Company did not recognized any income or expense related to
discontinued operations during the second quarter of fiscal year 1998.
8) New Accounting Standards
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings per Share
("Statement 128"), and No. 129, Disclosure of Information About Capital
Structure ("Statement 129"). Statement 128 was issued to simplify the
computations of earnings per share and to make the U.S. standard more compatible
with the standards of other countries and that of the International Accounting
Standards Committee. Statement 128 replaces primary and fully diluted earnings
per share with basic earnings and diluted earnings per share. The Statements are
effective for the year ended June 27, 1998. The Company has implemented
Statement 128 during fiscal year 1998. Statement 129 will change some of the
required disclosures about capital structure. It is not expected that these
statements will have a material effect on the Company's financial statements.
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 130, Reporting Comprehensive Income
("Statement 130"). Statement 130 establishes standards for the reporting and
display of comprehensive income and its components in the financial statements.
The Company is required to adopt the provisions of the statements, during fiscal
year 1999. The Company believes that the disclosure of comprehensive income in
accordance with the provisions of Statement 130 will impact the manner of
presentation of its financial statements as currently and
7
<PAGE> 8
previously reported earnings include amounts from cumulative translation
adjustments and unrealized gains and losses on debt and equity instruments.
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 131, Disclosure about Segments of an
Enterprise and Related Information ("Statement 131"). Statement 131 applies to
all public business enterprises and establishes standards for the reporting and
display of financial data of operating segments in the financial statements.
Statement 131 replaces the "industry segment" concept of Statement 14 with a
"management approach" concept as the basis for identifying reportable segments.
The Company is required to adopt the provisions of the statement during fiscal
year 1999. The company has not yet determined the effect of adoption of this
statement.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Private Securities Litigation Reform Act of 1995 (the "Act") was
recently passed by Congress. The Company desires to take advantage of the new
"safe harbor" provisions of the Act. Therefore, the Company wishes to caution
readers that various factors have affected, and in the future could affect, the
Company's actual results and could cause the Company's actual results for 1998
and beyond to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, the Company.
RESULTS OF OPERATIONS
Cuisine Solutions, Inc. reported a net loss of $452,000 for second
quarter 1998. The net loss for the 1998 second quarter resulted from low sales
volumes and an increase in marketing investments to support the Company's new
strategic focus on service to banquet providers. Gross margins decreased to 20%
in the fiscal 1998 second quarter compared with 22% in the second quarter of
fiscal year 1997.
During the fiscal year 1997, the Company announced its new marketing
focus on the banquet business, which consists of the lodging and transportation
segments. The lodging segment consists of hotels, convention centers, casinos
and similar facilities. The transportation segment consists airlines, railroads,
cruise ships and other similar facilities.
Other focuses of the Company are international sales and retail
customers, including sales to restaurants, military installations and home meal
replacement.
TWELVE WEEKS ENDED DECEMBER 13, 1997 COMPARED TO TWELVE WEEKS ENDED DECEMBER 14,
1996
NET SALES
Second quarter 1998 sales totaled $3,169,000, down 13% from second
quarter 1997 sales of $3,649,000. Lodging sales fell $279,000, or 19%, because
of lower volume for banquets and other special events. Sales to transportation
customers and new business development also decreased by $248,000 and $157,000,
or 19% and 24%, respectively. International sales increased by $34,000, or 144%,
from the second quarter 1997. European sales of fish packed by the Company's
Norwegian plant totaled $360,000 during the second quarter of fiscal 1998,
compared with $191,000 in the year-ago quarter.
During the second quarter of 1998, sales to hotels and other lodging
customers, transportation, new business development and international customers
represented 38%, 33%, 16% and 13%, respectively compared to 41%, 35%, 18% and
6%, respectively a year ago.
Operating costs for the fiscal year 1998 second quarter totaled
$3,895,000, up 3% from $3,784,000 during the same quarter in fiscal year 1997.
Inventories increased to $2,269,000 from $1,999,000 at the end of fiscal year
1997, mainly due to the addition of new warehouses to support the new strategic
focus in establishing improved relationships with distributors and brokers by
having our products readily available. These new warehouses are strategically
located to supply our customers needs on a continuing and an expedient basis.
9
<PAGE> 10
A comparison of net sales, gross margin percentages and losses from
operations follows:
<TABLE>
QUARTER ENDED
------------------------
DEC. 13, DEC. 14,
1997 1996
---- ----
(dollars in thousands)
<S> <C> <C>
Net sales.................................................$ 3,169 $ 3,649
Gross margin percentage.................................. 20% 22%
Loss from operations......................................$ (726) (135)
</TABLE>
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative costs increased 43% during the fiscal
year 1998 second quarter, to $1,321,000 from $926,000 in the same quarter of
fiscal year 1997. The increase resulted from sales and marketing investments at
the corporate facility to support the strategic focus. Selling and
administrative costs constituted 42% of net sales during the quarter due to low
sales volumes, compared with 25% during the fiscal year 1997 second quarter.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization amounted to $25,000 for the second
quarter of fiscal year 1998 and 1997 for the same period a year ago.
NONOPERATING INCOME AND EXPENSE
Investment income consists of returns earned on funds received from
the sale of the Restaurant Division.
Interest expense relates to the borrowings, including a capital
lease, associated with the Company's Norwegian subsidiary. At December 13, 1997,
the Company, had borrowings of approximately $3,019,000, bearing interest at
rates ranging from 4.85% to 10.0%. The majority of these borrowings of $2,358,00
were through its Norwegian facility. It is anticipated that these borrowings
will remain outstanding during the fiscal year.
TWENTY FOUR WEEKS ENDED DECEMBER 13, 1997 COMPARED TO TWENTY FOUR WEEKS ENDED
DECEMBER 14, 1996
NET SALES
Second quarter year to date sales total $6,233,000, down 3% from a
year ago sales of $6,458,000. Lodging sales fell $467,000, or 18%, because of
lower volume for banquets and other special events. Sales to transportation
customers decreased by $170,000, or 7%. International sales increased by
$15,000, or 27%. European sales of fish packed by the Company's Norwegian plant
totaled $672,000 second quarter year to date, compared with $275,000 in the
year-ago quarter.
Year to date 1998 sales to hotels and other lodging customers,
transportation, new business development and international customers represented
35%, 35%, 18% and 12%, respectively compared to 41%, 37%, 17% and 5%,
respectively a year ago.
Operating costs for the fiscal year 1998 second quarter totaled
$7,677,000, up 7% from $7,161,000 during the same quarter in fiscal year 1997.
Inventories increased to $2,269,000 from $1,999,000 at the end of fiscal year
1997, mainly due to the addition of new warehouses to support the new strategic
focus in establishing improved relationships with distributors and brokers by
having our
10
<PAGE> 11
products readily available. These new warehouses are strategically located to
supply our customers needs on a continuing and an expedient basis.
A comparison of net sales, gross margin percentages and losses from
operations follows:
<TABLE>
YEAR TO DATE
-------------------------
DEC. 13, DEC. 14,
1997 1996
---- ----
(dollars in thousands)
<S> <C> <C>
Net sales......................................................$ 6,233 $ 6,458
Gross margin percentage....................................... 17% 16%
Loss from operations...........................................$ (1,444) (703)
</TABLE>
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative costs increased 41% year to date second
quarter fiscal year 1998, to $2,423,000 from $1,721,000 year to date second
quarter fiscal year 1997. The increase resulted from sales and marketing
investments at the corporate facility to support the strategic focus. Selling
and administrative costs constituted 39% of net sales year to date fiscal year
1998 due to low sales volumes, compared with 27% year to date fiscal year 1997.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization amounted to $51,000 and $49,000 year
to date second quarter of fiscal year 1998 and 1997, respectively.
NONOPERATING INCOME AND EXPENSE
Investment income consists of returns earned on funds received from
the sale of the Restaurant Division.
Interest expense relates to the borrowings, including a capital
lease, associated with the Company's Norwegian subsidiary. At December 13, 1997,
the Company, had borrowings of approximately $3,019,000, bearing interest at
rates ranging from 4.85% to 10.0%. The majority of these borrowings of
$2,358,000 were through its Norwegian facility. It is anticipated that these
borrowings will remain outstanding during the fiscal year.
NEW ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings per Share
("Statement 128"), and No. 129, Disclosure of Information About Capital
Structure ("Statement 129"). Statement 128 was issued to simplify the
computations of earnings per share and to make the U.S. standard more compatible
with the standards of other countries and that of the International Accounting
Standards Committee. Statement 128 replaces primary and fully diluted earnings
per share with basic earnings and diluted earnings per share. The Statements are
effective for the year ended June 27, 1998. The Company has implemented
Statement 128 during fiscal year 1998. Statement 129 will change some of the
required disclosures about capital structure. It is not expected that these
statements will have a material effect on the Company's financial statements.
11
<PAGE> 12
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 130, Reporting Comprehensive Income
("Statement 130"). Statement 130 establishes standards for the reporting and
display of comprehensive income and its components in the financial statements.
The Company is required to adopt the provisions of the statements, during the
first quarter of fiscal year 1999. The Company believes that the disclosure of
comprehensive income in accordance with the provisions of Statement 130 will
impact the manner of presentation of its financial statements as currently and
previously reported earnings include amounts from cumulative translation
adjustments and unrealized gains and losses on debt and equity instruments.
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 131, Disclosure about Segments of an
Enterprise and Related Information ("Statement 131"). Statement 131 applies to
all public business enterprises and establishes standards for the reporting and
display of financial data of operating segments in the financial statements.
Statement 131 replaces the "industry segment" concept of Statement 14 with a
"management approach" concept as the basis for identifying reportable segments.
The Company is required to adopt the provisions of the statement during fiscal
year 1999. The Company has not yet determined the effect of adoption of this
statement.
IMPACT OF INFLATION AND THE ECONOMY
Variations in labor and ingredient costs can significantly affect
the Company's operations. Many of the Company's employees are paid hourly rates
related to, but generally higher than the federal minimum rates.
The Company's sales pricing structure allows for the fluctuation of raw
material prices. As a result, market price variations do not significantly
affect the gross margin realized on product sales. Customer sensitivity to price
changes can influence the overall sales of individual products.
LIQUIDITY AND CAPITAL RESOURCES
At December 13, 1997, the Company's combined total of cash and
short-term investment balances was $3,238,000, compared with $1,451,000 at June
28, 1997. Additionally, the Company held investments of $8,731,000 and
$10,217,000 at December 13, 1997 and June 28, 1997, respectively, with
maturities greater than one year. This increase in liquidity is a direct result
of the repayment of two loans outstanding in the amount $1,000,000 and $450,000
from Food Research Corporation its majority shareholder plus accrued interest
offset by increased working capital requirements for the Company.
Net cash used by operations amounted to $1,025,000 year to date
second quarter of 1998, compared to cash used of $945,000 year to date second
quarter of 1997. Cash in the amount of $737,000 was provided by investing
activities Cash in the amount of $1,590,000 was provided by financing activities
mainly due to the payment of the $1,000.000 and $450,000 loans from Food
Research Corporation, its majority shareholder, plus accrued interest.
12
<PAGE> 13
During the first quarter of fiscal year 1998, the Company obtained
approval for $8.2 million of financing in the form of industrial revenue bonds
from the Industrial Development Authority of Loudoun County, Virginia for an
envisioned new plant and corporate headquarters in the Greenway Industrial
Center near Leesburg, Virginia. As of December 13, 1997 no amounts have been
drawn. The site is well situated in an attractive industrial area with a good
supply of labor and lower cost structure. The County's Board of Supervisors
approved issuance of up to $8.2 million in bonds to finance a 70,000 square-foot
food manufacturing plant and corporate office on 7.74 acres of the industrial
park near the Dulles Airport and U.S. Postal Service facility. The new facility
would replace the Company's existing 40,000 square-foot manufacturing plant in
Alexandria, Virginia as well as the corporate offices the Company leases nearby.
The $8.2 million includes the cost of the land, building and equipment. The new
production facility would provide increased efficiencies and modern space for
future growth. As of December 13, 1997 the Company had not officially determined
whether it would pursue plans to construct this facility, and has not drawn any
funds. In September 1997 the Company purchased the parcel of land through
financing with a banking institution, for approximately $700,000 plus applicable
fees.
The Company is also pursuing managing a production facility in
Europe to support its strategic intent to be the leading banquet solution
Company in the world. The European plant which is built under European quality
standards, will give the company immediate access to that market.
The Company's Norwegian subsidiary has secured a working capital
commitment for its liquidity needs in Norway in the form of an overdraft
facility. As of December 13, 1997, $742,000 was outstanding under this overdraft
facility. The subsidiary can borrow up to $800,000 under this commitment.
FUTURE PROSPECTS
In fiscal year 1998, the Company intends to build upon the broader
sales base established in fiscal 1997 and 1996, and provide a high level of
service to its customers. Because of the banquet industry buying cycles, the
Company does not expect significant improvement in results until the second half
of fiscal year 1998. The Company will continue to explore and develop its
emerging markets and formats that show promise of generating significant sous
vide sales. Although the course of the European business is difficult to
forecast, it is management's expectation that its Norwegian operations will
reduce its losses in fiscal year 1998.
The Company is confident that it has taken the right steps to
reshape the Company and its strategy. During fiscal year 1998, the Company must
execute that strategy, build sales and move the Company towards consistent
profitability.
In fiscal year 1998, the Company will convert to a new fully
integrated manufacturing system which is year 2000 compliant. The Company is
aware of the issues associated with the programming code in existing computer
systems as the millenium (year 2000) approaches. The Company is utilizing both
internal and external resources to identify, correct or reprogram, and test any
other systems it has for the year 2000 compliance. It is anticipated that all
reprogramming efforts will be completed by June, 1999, allowing adequate time
for testing. Management has not yet assessed the year 2000 compliance expense
and related potential effect on the Company's earnings, although the Company
does not expect the amounts to have a material effect on its financial position
or results of operations.
13
<PAGE> 14
CUISINE SOLUTIONS, INC.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is engaged in ordinary and routine litigation
incidental to its business. Management does not anticipate that any amounts,
which it may be required to pay by reason thereof, will have a material effect
on the Company's financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company's 14th annual meeting of shareholders was held on
October 30, 1997 in Las Vegas, Nevada at the MGM Grand Hotel conference center.
The following individuals were re-elected to serve as Directors for a period of
one year and until their successors are elected and qualify: Jean-Louis Vilgrain
(Chairman), Stanislas Vilgrain (President & CEO), Bruno Goussault, Alexandre
Vilgrain, Carl Youngman (Treasurer) and James Hackney. Mr. Charles McGettigan of
Proactive Partners was also elected as a first time member of the board of
directors. George Naddaff a former director chose not to stand for re-election.
The Company's amendment to change its name to Cuisine Solutions, Incorporated
was also approved. The Company's amendment to increase the number shares in its
1992 stock option plan from 300,000 to 1,753,000 was also approved.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits -
None
(b) Reports on Form 8-K -
On November 4, 1997, the Corporation amended its Restated
Certificate of Incorporation to change the name of the Corporation to Cuisine
Solutions, Inc. The amendment was approved by the stockholders of the
Corporation at the Annual Meeting of Shareholders held on October 30, 1997. The
name change is intended to help establish the Corporation's new identity as the
banquet meal provider of choice in the food service market.
The Corporation's Common Stock now is listed on the NASDAQ
National Market under the symbol CUIS.
14
<PAGE> 15
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 hereunto duly authorized.
CUISINE SOLUTIONS, INC.
-----------------------
Date: January 27, 1998 By: /s/Stanislas Vilgrain
----------------------- ---------------------
Stanislas Vilgrain
President and CEO
By: /s/Robert Murphy
---------------------
Robert Murphy
VP & Chief Financial Officer
By: /s/Michael C. McCloud
---------------------
Michael C. McCloud
Executive Vice President
By: /s/Leara L. Dory
---------------------
Leara L. Dory
Vice President of Finance
(Financial Officer - Secretary)
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