<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 SEPTEMBER 18, 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 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 28, 1999.
<TABLE>
<CAPTION>
COMMON STOCK 0.01 PAR VALUE NUMBER OF SHARES
--------------------------- ----------------
<S> <C>
CLASS A 13,255,838
CLASS B NONE
</TABLE>
CUISINE SOLUTIONS, INC.
1
<PAGE> 2
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 consisting
of normal recurring accruals necessary for the fair presentation of the
Company's results of operations, financial position and changes therein for the
periods presented have been included.
Statement Re Computation of Per Share Earnings
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings per Share ("Statement 128").
Statement 128 replaced the previously reported primary and fully diluted
earnings per share with basic and diluted earnings per share. Unlike primary
earnings per share, basic earnings per share excludes any dilutive effects of
options, warrants and convertible securities. Diluted earnings per share is very
similar to the previously reported fully diluted earnings per share. Earnings
per share amounts for all periods have been presented and, where necessary,
restated to conform to the Statement 128 requirements and SEC Staff Accounting
Bulletin No. 98.
The calculation of adjusted weighted-average shares outstanding for
purposes of computing diluted earnings per share includes the effect of all
outstanding stock options for the three periods ended September 18, 1999 and
September 19, 1998. The outstanding stock options have been excluded from the
calculation of diluted loss per share for the three periods ended September 18,
1999 and September 19, 1998 because their effect is antidilutive. The
calculation uses the treasury stock method in determining the resulting
incremental average equivalent shares outstanding when they are dilutive.
The following table sets forth the computation of basic and diluted
earnings (loss) per common share:
<TABLE>
<CAPTION>
Three Periods Ended Sept. 18, 1999 and Sept. 19, 1998:
SEPT. 18, SEPT. 19,
BASIC EARNINGS (LOSS) PER SHARE COMPUTATION: 1999 1998
- -------------------------------------------- ---- ----
<S> <C> <C>
Numerator:
Net income (loss) $15,000 ($90,000)
Denominator:
Weighted-average common shares 13,255,838 13,822,543
Basic income (loss) per share ($0.00) ($0.01)
DILUTED EARNINGS (LOSS) PER SHARE COMPUTATION:
- ----------------------------------------------
Numerator:
Net income (loss) $15,000 ($90,000)
Denominator:
Weighted-average common shares 13,495,838 13,822,543
Diluted income (loss) per share ($0.00) ($0.01)
</TABLE>
2
<PAGE> 3
Cuisine Solutions, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1) 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 2000
and 1999 contain 12 weeks, and the third quarter contains 16 weeks.
2) Inventory
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 consists of:
<TABLE>
<CAPTION>
Sep 18, June 26,
1999 1999
- --------------------------------------------------------------------
<S> <C> <C>
Raw materials $1,108,000 1,016,000
Finished goods 3,817,000 2,948,000
Packing materials & supplies 206,000 236,000
------------------------
5,131,000 4,200,000
Less obsolescence reserve (68,000) (68,000)
------------------------
$5,063,000 $4,132,000
========================
</TABLE>
3) Dividends - None.
4) Commitments and Contingencies
The Company is engaged in ordinary and routine litigation incidental to
its business. Management does not anticipate that any amounts that it may be
required to pay by reason thereof will have a material effect on the Company's
financial position or results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This filing contains forward-looking statements within the meaning of
Section 27A of The Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. Those statements reflect the
intent, belief or current expectations of the Company and members of the
management team. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risk and uncertainties and that actual results may differ materially from those
contemplated by such forward-looking statements reflecting changed assumptions,
the occurrence of unanticipated events or changes to future operating results
over time.
RESULTS OF OPERATIONS
Cuisine Solutions, Inc. reported a net income of $15,000 for first quarter
of fiscal 2000 compared to a net loss of $90,000 a year ago. Sales during the
first quarter of fiscal 2000 were $6,293,000 versus sales
3
<PAGE> 4
during the first quarter of fiscal 1999 of $ 4,696,000, an increase of 34%.
Product sales, sales without management fees, for the first quarter fiscal 2000
increased by $ 1,847,000 or 41.5%. No management fees were reported during the
first quarter fiscal 2000 versus $250,000 in the first quarter of fiscal 1999.
In fiscal 2000 the Company has consolidated its sales organization into two
channels. The On-Board Services channel and the Special Events channel. The
On-Board Services channel is responsible for sales to airline companies, airline
caterers, train companies and passenger cruise lines as well as all related
food service providers and distributors. The Special Events channel is
responsible for sales to all facilities that provide meals in large quantities
such as hotels, convention centers, special event caterers and their suppliers.
As part of the consolidation, the Special Events sales team is now responsible
for the former New Business channels that included retail grocery stores,
restaurants, military and catalog sales. This consolidation was initiated to
increase sales coverage and improve service levels to the former New Business
channel without adding additional sales and marketing cost. Management for each
channel is based in the USA, and is responsible for domestic and international
sales, including management of sales activity from the Norwegian facility.
The total first quarter global sales for fiscal 2000 and fiscal 1999 for the two
business channels are as follow:
<TABLE>
<CAPTION>
Q1 Fiscal 2000 Q1 Fiscal 1999 $Change %Change
<S> <C> <C> <C> <C>
Global On Board Services $ 4,130,000 $ 2,520,000 $ 1,610,000 + 63.8%
Global Special Events 2,163,000 1,926,000 237,000 + 12.3%
Management Fees -0- 250,000 (250,000) - 100.0%
Product Sales Revenue $ 6,293,000 $ 4,696,000 $ 1,597,000 + 34.0%
</TABLE>
The Global special events channel increase of $237,000 represents an increase
$344,000 or 32% in the banquet business, offset by a decrease of $107,000 or
- -13.8% in the former New Business channel. The On Board Services sales increase
is a result of continued market penetration in both the international and
domestic markets.
Total gross margin during the first quarter of fiscal 2000 was 25.9% versus
fiscal 1999 first quarter margin of 25.2%. Although the improvement is small,
the first quarter of fiscal 1999 included management fees without cost of goods.
The first quarter fiscal 1999 margin without the management fee revenue of
$250,000 was 20.9%.
The plant operations at Norway incurred an equipment malfunction during the
second period of the fiscal 2000 quarter, resulting in an additional loss of
approximately $126,000 or 2% of first quarter sales. Management has addressed
the issue and has implemented contingency plans in the event of a future
equipment malfunction. Management expects to see continued product line
profitability though product line management, manufacturing cost reductions
through a focus on core items, and continued testing of the markets reaction to
price increases. During the past 18 months, management has initiated four price
increases without adverse affects on market demand.
A comparison of net sales, gross margin percentages and losses from
operations follows:
<TABLE>
<CAPTION>
QUARTER ENDED
-------------
SEP. 18, SEP. 19,
1999 1998
---- ----
(dollars in thousands)
<S> <C> <C>
Net sales......................................................................$ 6,293 $ 4,696
Gross margin percentage......................................................... 26% 25%
Income (Loss) from operations .................................................$ (96) (256)
</TABLE>
4
<PAGE> 5
During fiscal year 2000, the Company is targeting two customer categories,
On Board Services, and Special Events .The On Board Services channel consists of
airlines, airline caterers, passenger rail companies, and cruise lines. The
Special Events channel includes convention centers, casinos, sporting events,
other entertainment events , retail, catalog sales and the military.
TWELVE WEEKS ENDED SEPTEMBER 18, 1999 COMPARED TO TWELVE WEEKS ENDED
SEPTEMBER 19, 1998
NET SALES
First quarter 2000 sales totaled $6,293,000, up 34% from first quarter
1999 sales of $4,696,000. Global Special Event sales increased $237,000, or
12.3%. Sales to Global On Board Service customers increased $1,610,000, or
63.8%, Sales to Europe, included in the global sales figures, increased to
$1,423,000 during the first quarter of fiscal 2000 versus sales of $952,000 in
the first quarter of fiscal 1999, an increase of $471,000 or 49.4%.
On Board Services
The On Board Services channel sales include sales to airlines, airline
distributors and caterers, and rail transportation companies. The product sold
to airlines is used in first class and business class flights on both domestic
and international airline routes. The On Board Service target customer group
involves centralized purchase decisions that call for larger orders, increased
manufacturing efficiency, and lower unit distribution cost. The Cuisine
Solutions product line is ideal for this customer group since the demand for
high quality and unique custom products that provide value and food safety, is
the niche that Cuisine Solutions has targeted. Cuisine Solutions currently
provides meals on flights to and from Europe from manufacturing facilities
operated in Norway and the United States. This ability to provide USA bound
carriers out of Europe has created opportunities that were not available when
Cuisine Solutions focused on the USA domestic market. These opportunities
created the demand for more diversified product lines. To address this issue,
Cuisine Solutions is negotiating a potential acquisition of a sous vide company
in Northern France to service the European market with all other non-salmon
products. In addition, Cuisine Solutions plans to launch a new pasta line during
fiscal 2000 that include ready to eat pasta products with seafood, poultry,
cheese and oriental flavor varieties. The product is a lower cost alternative to
our cost conscience customer while providing passengers with a wider variety of
high quality choices. Management expect the On Board Service sales trends to
continue through fiscal 2000.
Special Events:
The Company has narrowed its focus within the former lodging/banquet channel to
focus on the events that create the sales opportunity. Hotel banquets,
convention centers, sports arenas and other large scale facilities, use a
variety of methods to serve meals at their events from in-house preparation to
total outsourcing to caterers. Cuisine Solutions is positioning itself as the
leader of high quality product ideal for these situations and plans to take
advantage of the rising trend of these facilities to outsource their food needs.
The Special Events channel has remains an important focus of the company due to
its ability to provide above average gross margins, an opportunity for brand
recognition within the foodservice industry and a stable customer base. The
customer base in this channel involves highly decentralized purchase decision
making which makes it a more expensive market to build, but provides a long term
, stable customer base and total value to the Company.
Since the sales coverage level is higher than the On Board services channel,
management decided to direct these sales employees to cover retail and
restaurants in their respective areas. This action will provide the Company with
opportunities within the retail channel without adding additional selling and
administrative cost.
5
<PAGE> 6
Brazil
The Company has provided management services to the Brazilian joint venture in
the form of architectural designs for the construction of a plan, operations and
production management advisory services to initiate production of product. The
architectural plans and equipment layout and specification have been delivered
to Brazil.
SELLING AND ADMINISTRATIVE EXPENSES
A comparison of selling and general administrative costs follows:
<TABLE>
<CAPTION>
QUARTER ENDED
-------------
SEP. 18, SEP. 19,
1999 1998
---- ----
(dollars in thousands)
<S> <C> <C>
Selling and administrative costs................................................ $ 1,679 $ 1,385
</TABLE>
Selling and administrative costs as a percent of sales went from 29%
in the first quarter of fiscal 1999 to 26.6% in fiscal 2000. The actual spending
increased to $1,679,000 in fiscal 2000 from $1,385,000 in same quarter of fiscal
1999. The increase resulted from sales and marketing investments at the
corporate facility to as well as legal expenditures required to register and
protect the Cuisine Solutions and other trademarks owned by the company
globally. Management expects to hold administrative spending in fiscal 2000 to
fiscal 1999 levels.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization decreased $61,000 to $193,000 for the
first quarter of fiscal year 2000, compared with $254,000 for the same quarter a
year ago. This decrease is due to equipment reaching its fully depreciated
level.
NONOPERATING INCOME AND EXPENSE
Investment income consists of returns earned on funds received from the
sale of the Restaurant Division. The majority of the investment 69%, is invested
in government securities, treasury notes and bills. The remainder is invested in
corporate bonds.
Interest expense relates to the borrowings relating to the Company's
U.S. and Norwegian subsidiary, including the Norwegian capital lease. At
September 18, 1999, the Company had borrowings of approximately $1,560,000,
bearing interest at rates ranging from 6.9% to 8.51. The majority of these
borrowings of $1,544,00 were through its Norwegian subsidiary. It is anticipated
that these borrowings will remain outstanding during the upcoming fiscal year.
The Company's U.S. operations represent $16,000 of these borrowings that involve
the purchase of a truck used in operations.
PROVISION FOR TAXES
No provisions for income taxes were booked.
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.
6
<PAGE> 7
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. The Company is
investigating a means of using material price fluctuations to its advantage by
purchasing key items in large volumes during low spot price periods and add to
the strategic advantage customers will have in using Cuisine Solutions product
versus scratch prepared where scratch preparation is subject to the spot market.
The Company's costs of its Norwegian subsidiary are denominated in
Norwegian kroner. Sales of products from its Norwegian subsidiary are made in
the currency of the purchasing jurisdiction and are subsequently recorded in
Norwegian kroner. Since the purchase requirements from Norway are consistent,
management may purchase Norwegian kroner using forward contacts to cover no more
than a ninety day salmon purchase demand from Norway.
LIQUIDITY AND CAPITAL RESOURCES
At September 18, 1999, the Company's combined total of cash and
short-term investment balances was $274,000, compared with $2,211,000 at June
26, 1999. This decrease of cash was the result of building inventory to meet the
demand for both sales channels and prepare for milenium events and an increase
in accounts receivable. Additionally, the Company held investments of $8,004,000
and $7,950,000 at September 18, 1999 and June 26, 1999, respectively, with
maturities greater than one year.
Net cash used by operations amounted to $1,043,000 for the first
quarter of 2000, compared to cash provided of $758,000 for the first quarter of
1999. Cash in the amount of $128,000 was provided by investing activities,
largely due to the sale of short term investments. Cash in the amount of
$520,000 was used by financing activities to pay short-term loans, largely
related to the Norwegian operations.
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 September 18, 1999, $150,000 was outstanding under this
overdraft facility. The subsidiary was also extended an addition to the line of
credit from $800,000 to $1,300,000 under this commitment.
The company has short term capital investment plans to add an
additional production line during fiscal year 2000. The project includes
equipment purchases and building modifications and is expected to cost
$1,400,000.
FUTURE PROSPECTS
During fiscal year 2000, the Company's strategy will involve market
penetration and sales growth in the On Board Services and Special Events sales
channels while minimizing selling and administrative costs.
Fiscal year 2000 Company activity will also include the strategic launch of a
new pasta line, the potential acquisition of a French manufacturer, and the
opening of the Brazilian facility. Fiscal 2000 will also include the entry into
a new customer group within On Board Services, the cruise lines.
Management is confident that it will reach the objectives establish for fiscal
year 2000.
7
<PAGE> 8
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
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(c)Exhibits:
Exhibit 11.1: Statement Re Computation of Per Share Earnings
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings per Share ("Statement 128").
Statement 128 replaced the previously reported primary and fully diluted
earnings per share with basic and diluted earnings per share. Unlike primary
earnings per share, basic earnings per share excludes any dilutive effects of
options, warrants and convertible securities. Diluted earnings per share is very
similar to the previously reported fully diluted earnings per share. Earnings
per share amounts for all periods have been presented and, where necessary,
restated to conform to the Statement 128 requirements and SEC Staff Accounting
Bulletin No. 98.
The calculation of adjusted weighted-average shares outstanding for
purposes of computing diluted earnings per share includes the effect of all
outstanding stock options for the three periods ended September 18, 1999 and
September 19, 1998. The outstanding stock options have been excluded from the
calculation of diluted loss per share for the three periods ended September 18,
1999 and September 19, 1998 because their effect is antidilutive. The
calculation uses the treasury stock method in determining the resulting
incremental average equivalent shares outstanding when they are dilutive.
8
<PAGE> 9
The following table sets forth the computation of basic and diluted
earnings (loss) per common share:
<TABLE>
<CAPTION>
Three Periods Ended Sept. 18, 1999 and Sept. 19, 1998:
SEPT. 18, SEPT. 19,
BASIC EARNINGS (LOSS) PER SHARE COMPUTATION: 1999 1998
- -------------------------------------------- ---- ----
<S> <C> <C>
Numerator:
Net Income (loss) $15,000 ($90,000)
Denominator:
Weighted-average common shares 13,822,543 13,822,543
Basic Income (loss) per share $0.00 ($0.01)
DILUTED EARNINGS (LOSS) PER SHARE COMPUTATION:
- ----------------------------------------------
Numerator:
Net Income (loss) $15,000 ($90,000)
Denominator:
Weighted-average common shares 13,255,838 13,255,838
Diluted Income (loss) per share $0.00 ($0.01)
</TABLE>
Exhibit 27.1: Financial Data Schedule (EDGAR version only)
(d)Reports on Form 8-K
No Reports on Form 8-K were filed during the three periods
ended September 18, 1999.
9
<PAGE> 10
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: November 2, 1999 By: /s/Stanislas Vilgrain
----------------------- -----------------------
Stanislas Vilgrain
President and CEO
By:/s/Carl M. Youngman
-----------------------
Carl M. Youngman
Treasurer
By:/s/Michael C. McCloud
-----------------------
Michael C. McCloud
Executive Vice President
By:/s/Robert Murphy
-----------------------
Robert Murphy
Vice President and
Chief Financial Officer
10
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CUISINE SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
---------------------------------
Sep. 18, June 26,
1999 1999
--------------- -------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ - $ 1,225,000
Investments, current 484,000 986,000
Accounts receivable, trade 4,044,000 3,469,000
Inventory 5,063,000 4,132,000
Prepaid expenses 279,000 242,000
Current portion of notes receivable, related party 34,000 34,000
Other current assets 774,000 682,000
--------------- -------------
TOTAL CURRENT ASSETS 10,678,000 10,770,000
Investments, noncurrent 8,004,000 7,950,000
Fixed assets, net 3,368,000 3,238,000
Note receivable, officer and related party, including accrued interest, less current portion 479,000 479,000
Other assets 334,000 381,000
--------------- -------------
TOTAL ASSETS $ 22,863,000 $ 22,818,000
=============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Cash Overdraft $ 210,000 $ -
Current portion of long-term debt 150,000 623,000
Accounts payable and accrued expenses 2,614,000 2,129,000
Accrued payroll and related liabilities 928,000 993,000
Other accrued taxes 9,000 9,000
--------------- -------------
Total current liabilities 3,911,000 3,754,000
Long-term debt, less current portion 1,410,000 1,457,000
--------------- -------------
Total liabilities 5,321,000 5,211,000
--------------- -------------
Stockholders' equity
Common stock - $.01 par value, 20,000,000 shares
authorized, 14,078,620 shares issued and 13,255,838 and 13,285,838 shares
outstanding at September 18, 1999 and June 26, 1999 respectively. 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 (accumulated deficit) (1,392,000) (1,407,000)
Accumulated Other Comprehensive Income
Unrealized losses on debt and equity investments (480,000) (513,000)
Cumulative translation adjustment (31,000) 51,000
Treasury stock, at cost (822,782 and 792,782 shares
at Sep 18, 1999 and June 26, 1999 respectively) (2,048,000) (2,017,000)
--------------- -------------
Total stockholders' equity 17,542,000 17,607,000
--------------- -------------
Commitments and contingencies
--------------- -------------
Total liabilities and stockholders' equity $ 22,863,000 $ 22,818,000
=============== =============
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE> 12
CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
---------------------------------------
FIRST QUARTER
---------------------------------------
TWELVE WEEKS ENDED
---------------------------------------
Sep 18, Sep 19,
1999 1998
---------------- -------------
<S> <C> <C>
Net sales-products $6,293,000 $4,446,000
Service sales - 250,000
---------------------------------------
Net sales 6,293,000 4,696,000
Cost of goods sold 4,663,000 3,515,000
---------------------------------------
Gross margin 1,630,000 1,181,000
Selling and administration 1,679,000 1,385,000
Depreciation and amortization 47,000 52,000
---------------------------------------
Loss from operations (96,000) (256,000)
---------------------------------------
Nonoperating income (expense)
Investment income 142,000 201,000
Interest expense (44,000) (29,000)
Other income 13,000 0
---------------------------------------
Total nonoperating income 111,000 172,000
---------------------------------------
Loss from operations before income tax 15,000 (84,000)
Provision for income tax benefit (expense) - (6,000)
---------------------------------------
=======================================
Net Income (loss) 15,000 (90,000)
=======================================
Basic and diluted net income (loss) per share $0.00 and $(0.01) $0.00 ($0.01)
Weighted average shares outstanding 13,255,838 13,822,543
=======================================
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE> 13
CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
------------------------------------------
Year to date
Twelve weeks ended
Sep. 18, Sep 19,
1999 1998
------------------ ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ 15,000 $ (90,000)
Adjustments to reconcile net loss to
net cash (used in) provided by operating activities
Depreciation and amortization 193,000 254,000
Change in cumulative translation adjustment (82,000) (196,000)
Changes in assets and liabilities, net of
effects of discontinued operations and non-cash transactions:
Decrease (Increase) in accounts receivable trade, net (576,000) 193,000
Decrease (Increase) in inventory (931,000) 76,000
Decrease (Increase) in prepaid expenses (37,000) 333,000
Decrease in notes receivable, related party - 41,000
Decrease in income tax receivable - 1,062,000
Increase in other assets (45,000) (342,000)
Increase (Decrease) in accounts payable and accrued expenses 485,000 (676,000)
(Decrease) Increase in accrued payroll and related liabilities (65,000) 108,000
Decrease in other accrued taxes - (5,000)
------------------ ------------------
Net cash (used in) provided by operating activities (1,043,000) 758,000
------------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of investments 502,000 780,000
Purchase of investments (22,000) -
Capital expenditures (321,000) (114,000)
Purchase of Treasury Stock (31,000)
------------------ ------------------
Net cash provided by investing activities 128,000 666,000
------------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Reductions of debt (520,000) (365,000)
------------------ ------------------
Net cash used in financing activities (520,000) (365,000)
------------------ ------------------
Net (decrease) increase (1,435,000) 1,059,000
Cash and cash equivalents, beginning of period 1,225,000 681,000
------------------ ------------------
CASH and CASH EQUIVALENTS,(OVERDRAFT) END OF PERIOD $ (210,000) $ 1,740,000
================== ==================
</TABLE>
See accompanying notes to consolidated financial statements
F-5
<PAGE> 14
Cuisine Solutions, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Retained
Additional Earnings Cumulative
Common Paid-In (Accumulated Translation
Stock Capital Deficit) Adjustment
---------------- ---------------- --------------- -------------
<S> <C> <C> <C> <C>
---------------- ---------------- --------------- -------------
Balance, June 29,1996 141,000 21,352,000 2,789,000 50,000
Comprehensive Income/(Loss)
1997 net loss - - (466,000) -
Other Comprehensive Income
Unrealized gains on debt and
equity investments - - - -
Translation adjustment - - - (37,000)
Other Comprehensive Income/(Loss)
Comprehensive Income/(Loss)
Loan to majority shareholder,
including accrued interest,net - - - -
---------------- ---------------- --------------- -------------
Balance, June 28,1997 $ 141,000 $ 21,352,000 $ 2,323,000 $ 13,000
Comprehensive Income/(Loss)
1998 net loss - - (3,121,000) -
Other Comprehensive Income
Unrealized gains on debt and
equity investments - - - -
Translation adjustment - - - 5,000
Other Comprehensive Income/(Loss)
Comprehensive Income/(Loss)
Repayment of loan to majority
shareholder including
accrued interest, net - - 124,000 -
---------------- ---------------- --------------- -------------
Balance, June 27,1998 $ 141,000 $ 21,352,000 $ (674,000) $ 18,000
================ ================ =============== =============
Comprehensive Income/(Loss)
1999 net loss (733,000)
Other Comprehensive Income
Unrealized losses on debt and
equity investments
Translation adjustment 33,000
Other Comprehensive Income/(Loss)
Comprehensive Income/(Loss)
Treasury Shares Purchases
---------------- ---------------- --------------- -------------
Balance, June 26,1999 $ 141,000 $ 21,352,000 $ (1,407,000) $ 51,000
================ ================ =============== =============
Comprehensive Income/(Loss)
First Quarter 2000 net income 15,000
Other Comprehensive Income
Unrealized losses on debt and
equity investments
Translation adjustment (82,000)
Other Comprehensive Income/(Loss)
Comprehensive Income/(Loss)
Treasury Shares Purchases
================ ================ =============== =============
Balance, September 18,1999 $ 141,000 $ 21,352,000 $ (1,392,000) $ (31,000)
================ ================ =============== =============
<CAPTION>
Note Receivable
Unrealized Gains From Majority
(Losses) on Debt Shareholder, Total
and Equity Treasury Including Stockholders'
Investments Stock Accrued Interest Equity
---------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C>
---------------- --------------- ---------------- ----------------
Balance, June 29,1996 (110,000) (1,440,000) - 22,782,000
Comprehensive Income/(Loss)
1997 net loss - - - (466,000)
Other Comprehensive Income
Unrealized gains on debt and
equity investments 121,000 - - 121,000
Translation adjustment - - - (37,000)
----------------
Other Comprehensive Income/(Loss) 84,000
Comprehensive Income/(Loss) (382,000)
Loan to majority shareholder,
including accrued interest,net - - (4,275,000) (4,275,000)
---------------- --------------- ---------------- ----------------
Balance, June 28,1997 $ 11,000 $ (1,440,000) $ (4,275,000) $ 18,125,000
Comprehensive Income/(Loss)
1998 net loss - - - (3,121,000)
Other Comprehensive Income
Unrealized gains on debt and
equity investments 95,000 - - 95,000
Translation adjustment - - - 5,000
----------------
Other Comprehensive Income/(Loss) 100,000
Comprehensive Income/(Loss) (3,021,000)
Repayment of loan to majority
shareholder including
accrued interest, net - - 4,275,000 4,399,000
---------------- --------------- ---------------- ----------------
Balance, June 27,1998 $ 106,000 $ (1,440,000) $ - $ 19,503,000
================ =============== ================ ================
Comprehensive Income/(Loss)
1999 net loss (733,000)
Other Comprehensive Income
Unrealized losses on debt and - -
equity investments (619,000) (619,000)
Translation adjustment 33,000
----------------
Other Comprehensive Income/(Loss) (586,000)
Comprehensive Income/(Loss) (1,319,000)
-
Treasury Shares Purchases (577,000) (577,000)
---------------- --------------- ---------------- ----------------
Balance, June 26,1999 $ (513,000) $ (2,017,000) $ - $ 17,607,000
================ =============== ================ ================
Comprehensive Income/(Loss)
First Quarter 2000 net income 15,000
Other Comprehensive Income
Unrealized losses on debt and - -
equity investments 33,000 33,000
Translation adjustment (82,000)
----------------
Other Comprehensive Income/(Loss) (49,000)
Comprehensive Income/(Loss) (34,000)
-
Treasury Shares Purchases (31,000) (31,000)
================ =============== ================ ================
Balance, September 18,1999 $ (480,000) $ (2,048,000) $ - $ 17,542,000
================ =============== ================ ================
</TABLE>
F-6
<PAGE> 1
Three Months Ended Sept. 18, 1999 and Sept. 19, 1998:
<TABLE>
<CAPTION>
SEPT. 18, SEPT. 19,
BASIC EARNINGS (LOSS) PER SHARE COMPUTATION: 1999 1998
- -------------------------------------------- ---- ----
<S> <C> <C>
Numerator:
Net loss $15,000 ($90,000)
Denominator:
Weighted-average common shares 13,822,543 13,822,543
Basic loss per share $0.00 ($0.01)
DILUTED EARNINGS (LOSS) PER SHARE COMPUTATION:
- -----------------------------------------------
Numerator:
Net loss $15,000 ($90,000)
Denominator:
Weighted-average common shares 13,495,838 13,822,543
Diluted loss per share $0.00 ($0.01)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-24-2000
<PERIOD-START> JUN-26-1999
<PERIOD-END> SEP-18-1999
<CASH> 0
<SECURITIES> 8,488,000
<RECEIVABLES> 4,523,000
<ALLOWANCES> 0
<INVENTORY> 5,063,000
<CURRENT-ASSETS> 10,678,000
<PP&E> 11,475,000
<DEPRECIATION> (8,107,000)
<TOTAL-ASSETS> 22,863,000
<CURRENT-LIABILITIES> 3,911,000
<BONDS> 1,410,000
0
0
<COMMON> 141,000
<OTHER-SE> 17,401,000
<TOTAL-LIABILITY-AND-EQUITY> 22,863,000
<SALES> 6,293,000
<TOTAL-REVENUES> 6,293,000
<CGS> 4,663,000
<TOTAL-COSTS> 4,663,000
<OTHER-EXPENSES> 1,726,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (111,000)
<INCOME-PRETAX> (84,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> 15,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,000
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
