<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 APRIL 03, 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)
<TABLE>
<S> <C>
DELAWARE 52-0948383
-------- ----------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
</TABLE>
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 April 03, 1999.
<TABLE>
<S> <C>
COMMON STOCK 0.01 PAR VALUE NUMBER OF SHARES
--------------------------- ----------------
CLASS A 13,564,968
CLASS B NONE
</TABLE>
1
<PAGE> 2
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 STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
-----------------------------------------------------
Year-to-date
Forty weeks ended
April 3, April 4,
1999 1998
--------------------- ----------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (837,000) $ (1,852,000)
Adjustments to reconcile net loss to
net cash used by operating activities
Gain from sale of discontinued operations - -
Depreciation and amortization 408,000 870,000
Loss on disposal of fixed assets - -
Change in cumulative translation adjustment (54,000) 50,000
Changes in assets and liabilities, net of non-cash transactions:
Increase in accounts receivable trade, net (681,000) (75,000)
(Increase) decrease in inventory (924,000) (443,000)
Increase in prepaid expenses 385,000 (153,000)
Decrease (increase) in notes receivable, related party (459,000) 126,000
Decrease in income tax receivable 1,062,000 37,000
Increase in other assets 216,000 (3,000)
(Decrease) increase in accounts payable
and accrued expenses 286,000 (263,000)
Increase (decrease) in accrued payroll and related liabilities 297,000 145,000
Decrease in accrued store closing costs - -
Decrease in other accrued taxes (14,000) (88,000)
--------------------- ----------------------
Net cash used by operating activities (315,000) (1,649,000)
--------------------- ----------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of investments 5,220,000 7,000,000
Purchase of investments (1,462,000) (7,995,000)
Purchase of Treasury Stock (241,000) -
Proceeds from sale of Land held for resale 85,000
Capital expenditures (202,000) (595,000)
--------------------- ----------------------
Net cash used by investing activities 3,400,000 (1,590,000)
--------------------- ----------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Additions to debt - -
Reductions of debt (117,000) (281,000)
Loans to majority shareholder - -
Receipt of payments for notes receivable issued to majority
shareholder including accrued interest - 3,832,000
--------------------- ----------------------
Net cash provided (used) by financing activities (117,000) 3,551,000
--------------------- ----------------------
Net increase (decrease) in cash and cash equivalents 2,968,000 312,000
Cash and cash equivalents, beginning of period 665,000 353,000
--------------------- ----------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,633,000 $ 665,000
===================== ======================
Non cash activities:
Land purchased under short term note $ - $ 645,000
</TABLE>
3
<PAGE> 4
CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
------------------------------------------------------------------------
THIRD QUARTER YEAR TO DATE
------------------------------------------------------------------------
SIXTEEN WEEKS ENDED FORTY WEEKS ENDED
------------------------------------------------------------------------
April 3, April 4, April 3, April 4,
1999 1998 1999 1998
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET SALES $5,375,000 $4,204,000 $14,909,000 $10,437,000
COST OF GOODS SOLD 4,264,000 3,443,000 11,422,000 8,648,000
------------------------------------------------------------------------
GROSS MARGIN 1,111,000 761,000 3,487,000 1,789,000
SELLING AND ADMINISTRATION 2,137,000 1,832,000 5,116,000 4,255,000
DEPRECIATION AND AMORTIZATION 68,000 41,000 172,000 91,000
OTHER INCOME (6,000) (6,000) (148,000) (7,000)
------------------------------------------------------------------------
LOSS FROM OPERATIONS (1,088,000) (1,106,000) (1,653,000) (2,550,000)
------------------------------------------------------------------------
NONOPERATING INCOME (EXPENSE)
INVESTMENT INCOME 348,000 344,000 959,000 809,000
INTEREST EXPENSE (58,000) (40,000) (137,000) (87,000)
OTHER INCOME (EXPENSE) (1,000) 1,000 0 12,000
------------------------------------------------------------------------
TOTAL NONOPERATING INCOME 289,000 305,000 822,000 734,000
------------------------------------------------------------------------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME
TAXES, AND DISCONTINUED OPERATIONS (799,000) (801,000) (831,000) (1,816,000)
PROVISION FOR INCOME TAX BENEFIT - - (6,000) 52,000
------------------------------------------------------------------------
NET LOSS FROM CONTINUING OPERATIONS (799,000) (801,000) (837,000) (1,764,000)
DISCONTINUED OPERATIONS, NET OF TAXES - (88,000) - (88,000)
------------------------------------------------------------------------
NET LOSS $ (799,000) $ (889,000) $ (837,000) $ (1,852,000)
========================================================================
BASIC AND DILUTED NET LOSS PER COMMON SHARE:
CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS,
NET OF TAXES $ (0.06) $ (0.06) $ (0.06) $ (0.13)
DISCONTINUED OPERATIONS $ - $ - $ - $ -
------------------------------------------------------------------------
NET LOSS PER COMMON SHARE $ (0.06) $ (0.06) $ (0.06) $ (0.13)
========================================================================
WEIGHTED AVERAGE SHARES OUTSTANDING 13,822,543 13,822,543 13,822,543 13,822,543
========================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
CUISINE SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
--------------------------------------------------
April 3, June 27,
1999 1998
----------------------- -----------------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 3,633,000 $ 681,000
Investments, current 464,000 929,000
Accounts receivable, trade 3,667,000 2,986,000
Inventory 3,309,000 2,385,000
Prepaid expenses 175,000 560,000
Current portion of notes receivable, related party 500,000 41,000
Income tax receivable - 1,062,000
Other current assets 137,000 365,000
----------------------- -----------------------
TOTAL CURRENT ASSETS 11,885,000 9,009,000
Investments, noncurrent 7,773,000 10,600,000
Land held for sale - 730,000
Fixed assets, net 3,049,000 3,534,000
Note receivable, related party, including accrued interest,
less current portion 462,000 462,000
Other assets 636,000 624,000
----------------------- -----------------------
TOTAL ASSETS $ 23,805,000 $ 24,959,000
======================= =======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 1,835,000 $ 1,549,000
Accrued payroll and related liabilities 1,085,000 788,000
Current portion of long-term debt 735,000 1,399,000
Accrued store closings 72,000 72,000
Other accrued taxes 9,000 23,000
----------------------- -----------------------
Total current liabilities 3,736,000 3,831,000
Long-term debt, less current portion 1,508,000 1,625,000
----------------------- -----------------------
Total liabilities 5,244,000 5,456,000
======================= =======================
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 (1,511,000) (674,000)
Cumulative translation adjustment (36,000) 18,000
Unrealized gains on debt and equity investments 296,000 106,000
Treasury stock, at cost (319,152 shares) (1,681,000) (1,440,000)
Notes receivable from majority shareholder, including accrued interest - -
----------------------- -----------------------
Total stockholders' equity 18,561,000 19,503,000
----------------------- -----------------------
Commitments and contingencies
----------------------- -----------------------
Total liabilities and stockholders' equity $ 23,805,000 $ 24,959,000
======================= =======================
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
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 28,1997 $ 141,000 $ 21,352,000 $ 2,323,000 $ 13,000
1998 NET LOSS - - (3,121,000) -
UNREALIZED GAINS ON DEBT AND
EQUITY INVESTMENTS - - - -
TRANSLATION ADJUSTMENT - - - 5,000
REPAYMENT OF LOAN TO MAJORITY
SHAREHOLDER INCLUDING
ACCRUED INTERESTS, NET - - 124,000 -
----------------- ---------------- --------------- ------------
BALANCE, JUNE 27,1998 $ 141,000 $ 21,352,000 $ (674,000) $ 18,000
1999 NET LOSS - - (837,000) -
UNREALIZED GAINS ON DEBT AND
EQUITY INVESTMENTS - - - -
TRANSLATION ADJUSTMENT - - - (54,000)
PURCHASE OF TREASURY STOCK - - - -
----------------- ---------------- --------------- ------------
BALANCE, APRIL 3, 1999 $ 141,000 $ 21,352,000 $ (1,511,000) $ (36,000)
================= ================ =============== ============
<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 28,1997 $ 11,000 $ (1,440,000) $ (4,275,000) $ 18,125,000
1998 NET LOSS - - - (3,121,000)
UNREALIZED GAINS ON DEBT AND
EQUITY INVESTMENTS 95,000 - - 95,000
TRANSLATION ADJUSTMENT - - - 5,000
REPAYMENT OF LOAN TO MAJORITY
SHAREHOLDER INCLUDING
ACCRUED INTERESTS, NET - - 4,275,000 4,399,000
----------------- ---------------- ----------------- -----------------
BALANCE, JUNE 27,1998 $ 106,000 $ (1,440,000) $ - $ 19,503,000
1999 NET LOSS - - - (837,000)
UNREALIZED GAINS ON DEBT AND
EQUITY INVESTMENTS 190,000 - - 190,000
TRANSLATION ADJUSTMENT - - - (54,000)
PURCHASE OF TREASURY STOCK - (241,000) - (241,000)
----------------- ---------------- ----------------- -----------------
BALANCE, APRIL 3, 1999 $ 296,000 $ (1,681,000) $ - $ 18,561,000
================= ================ ================= =================
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
Cuisine Solutions, Inc.
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 1999
and 1998 contain 12 weeks, and the third quarter contains 16 weeks.
3) 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>
Apr. 03, Jun. 27,
1999 1998
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Raw materials $ 455,000 $ 637,000
Frozen product & other finished goods 2,870,000 1,742,000
Packing materials & supplies 167,000 267,000
---------------------------------
3,492,000 2,646,000
Less obsolescence reserve (183,000) (261,000)
---------------------------------
$3,309,000 $2,385,000
=================================
</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 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.
6) Transaction with Related Party
7
<PAGE> 8
During the second quarter of fiscal year 1999 the Company issued a
related party short term note receivable in the amount of $500,000 to Food
Investors Corporation. This loan was made to obtain a higher return on funds
earmarked for large volume chicken purchases during January and February. The
loan is secured by assets, provides 10% interest. The loan, originally scheduled
due on January 31, 1999 was extended until June 18, 1999.All principle and
interest is due on June 18, 1999.
During the first quarter of fiscal year 1999 a loan in the amount of
$41,000 to a related party was paid in full.
During the first quarter of fiscal year 1999 the Company issued loans to
one officer and one employee in the amount of $55,000 and $85,000 respectively.
The loan of $55,000 is collateralized by the officer's first residence and bears
interest at 6.5% per annum. The note is payable from the net equity proceeds on
the sale of the collateralized property and shall be deemed payable in full
within two years from the date of the note if the property is not sooner sold.
The loan of $85,000 is collateralized by the employee's home and bears interest
at 6.6% per annum. The note is due and payable in full five years from the date
of the loan or six months after the employee's termination whichever comes
first.
7) 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 exclude any dilutive effects of
options, warrants and convertible securities. Diluted earnings per share are
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 four periods ended April 03, 1999 and April
04, 1998. The outstanding stock options have been excluded from the calculation
of diluted loss per share for the four periods ended April 03, 1999 and April
04, 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>
Four Periods Ended Apr. 03,1999 and Apr. 04, 1998:
APR. 03, APR. 04,
BASIC EARNINGS (LOSS) PER SHARE COMPUTATION: 1999 1998
- -------------------------------------------- ---- ----
<S> <C> <C>
Numerator:
Net income (loss) ($799,000) ($889,000)
Denominator:
Weighted-average common shares 13,671,852 13,822,543
Basic loss per share ($0.06) ($0.06)
DILUTED EARNINGS (LOSS) PER SHARE COMPUTATION:
- ----------------------------------------------
Numerator:
Net income (loss) ($799,000) ($889,000)
Denominator:
Weighted-average common shares 13,671,852 13,822,543
Diluted loss per share ($0.06) ($0.06)
</TABLE>
<TABLE>
<CAPTION>
Ten Periods Ended Apr. 03,1999 and Apr. 04, 1998:
APR.03, APR. 04,
BASIC EARNINGS (LOSS) PER SHARE COMPUTATION: 1999 1998
- -------------------------------------------- ---- ----
<S> <C> <C>
Numerator:
Net loss $(837,000) ($1,852,000)
Denominator:
Weighted-average common shares 13,671,852 13,822,543
Basic loss per share ($0.06) ($0.13)
DILUTED EARNINGS (LOSS) PER SHARE COMPUTATION:
- ----------------------------------------------
Numerator:
Net loss $(837,000) ($1,852,000)
Denominator:
Weighted-average common shares 13,671,852 13,822,543
Diluted loss per share ($0.06) ($0.13)
</TABLE>
The Company was notified by the Nasdaq Stock Market, Inc. that its common
stock was de-listed, effective on the close of trading November 30, 1998. The
Company's stock became eligible for trading on the Over the Counter Bulletin
Board ("OTCBB"). The OTCBB is a controlled quotation service that offers
real-time quotes, last-sale prices and volume information in OTC equity
securities. The Company continues to trade under the symbol CUIS.
9
<PAGE> 10
The Board of Directors approved a plan to buy up to 5% of the outstanding
shares of stock of the Company during fiscal year 1999 based on the record date
of September 25, 1998. The Company purchased 194,500 of its shares of common
stock during the second quarter of fiscal year 1999. These shares were purchased
at an average share price of $.89. During the third quarter of fiscal 1999, the
Company purchased 63,075 shares at an average share price of $1.13. Year to date
purchases as of April 3, 1999 totaled 257,575 shares at an average price of $.99
per share.
10
<PAGE> 11
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 loss of $799,000 for third quarter
1999 compared to a net loss of $889,000 a year ago, an improvement of 10.1%.
Revenue in the third quarter 1999 increased by 27.9% compared to a year ago due
to the increase in product sales volumes in all segments of the business.
SIXTEEN WEEKS ENDED APRIL 03, 1999 COMPARED TO SIXTEEN WEEKS ENDED APRIL 04,
1998
NET SALES
Third quarter 1999 product sales totaled $5,375,000, up 27.9% from third
quarter 1998 sales of $4,204,000. Transportation sales increased $466,000, or
26.2%. Sales to Europe and Asia increased $367,000, or 117.6%, Lodging sales
were up $326,000, or 22.4%, while new business development sales increased
$12,000, or 1.8%.
Total third quarter sales by business segments are as follow:
<TABLE>
<CAPTION>
Q3 FISCAL 1999 Q3 FISCAL 1998 $CHANGE %CHANGE
---------------- ---------------- --------- --------
<S> <C> <C> <C> <C>
Transportation $ 2,245,000 $ 1,779,000 $ 466,000 26.2%
Europe & Asia 679,000 $ 312,000 $ 367,000 117.6%
Lodging 1,780,000 $ 1,454,000 $ 326,000 22.4%
New Business Development 671,000 $ 659,000 $ 12,000 1.8%
---------------------------------------------------------------------------
Total Product Sales Revenue $ 5,375,000 $ 4,204,000 $ 1,171,000 27.9%
===========================================================================
</TABLE>
No additional management fees were booked during the third quarter of
fiscal 1999 due to slower than anticipated progress on the completion of the
Brazilian manufacturing facility design. The Company invested additional time
evaluating in-line-cooking processes.
Gross margins improved to 21% in the fiscal 1999 third quarter compared
with 18% in the third quarter of fiscal year 1998. The gross margin improvement
was due to the impact of higher volume on manufacturing fixed costs in the U.S.
facility. The third quarter gross margins were lower than previous quarters due
to higher material costs in Norway for cod products and no management fees
booked in the third quarter. Distribution costs, included in cost of goods,
continues to be a challenge for the Lodging Segment due to lack of sufficient
market penetration and related volume to reduce the cost of product transfers
and outside storage. Management believes that volume will bring this cost down
from the current average of 11.3% of Lodging sales. Distribution cost
containment initiatives have been established to bring down the expense for
Lodging by a minimum of 2 percentage points for the balance of the Fiscal 1999
year.
11
<PAGE> 12
A comparison of net sales, gross margin percentages and losses from
operations follows:
<TABLE>
<CAPTION>
QUARTER ENDED
--------------------
APR. 03, APR. 04,
1999 1998
---- ----
(dollars in thousands)
<S> <C> <C>
Net sales..............................................$ 5,375 $ 4,204
Gross margin percentage............................... 20.6% 18.1%
Loss from operations...................................$ (799) (889)
</TABLE>
The Company is continuing an ongoing project of identifying profitable
product lines and developing criteria to be certain there exists a specific
strategy in place for each product offered to our customer base. The criteria
will include a combination of minimum order quantity and gross margin
requirements without affecting customer demand.
During fiscal year 1999, the Company is targeting three customer
categories, Lodging, Transportation and New Business. The lodging segment
consists of hotels, convention centers, casinos and similar facilities where
meals are prepared in large volume. The transportation segment consists of
airlines, railroads, cruise ships and other similar facilities. The Company has
the ability and product lines to service both first class and economy sectors of
the Transportation Segment. The New Business Segment currently services all
retail, catalog, military, and restaurant sales. The New Business segment
contains home meal replacement sales under the retail category.
Lodging Segment:
Lodging sales are managed by major markets and lodging sales for these
markets are as follows:
Cuisine Solutions, Inc. Lodging Sales by Market:
<TABLE>
<CAPTION>
Q3 FISCAL 1999 Q3 FISCAL 1998 $CHANGE %CHANGE
---------------- ---------------- --------- --------
<S> <C> <C> <C> <C>
Washington DC $ 317,000 $ 256,000 $ 61,000 23.8%
Chicago 137,000 80,000 $ 57,000 71.3%
South 370,000 211,000 $ 159,000 75.4%
Miscellaneous East 360,000 308,000 $ 52,000 16.8%
-------------------------------------------------------------------------------
Total East $1,184,000 $ 855,000 $ 329,000 38.5%
===============================================================================
Southwest 322,000 308,000 $ 14,000 4.5%
Northern California 146,000 137,000 $ 9,000 6.5%
Miscellaneous West 128,000 155,000 $ ( 27,000) -17.4%
-------------------------------------------------------------------------------
Total West $ 596,000 $ 600,000 $ (4,000) (.01%)
===============================================================================
-------------------------------------------------------------------------------
Total Lodging Sales $ 1,780,000 $ 1,455,000 $ 325,000 22.3%
===============================================================================
</TABLE>
The Company has restructured the Western sales region after hiring an
experienced culinary/sales professional to manage sales in the Southwest regions
of the United States. The Southwest region includes sales to Las Vegas and Los
Angeles. This area has a market potential that required a dedicated resource to
manage growth effectively. Sales growth has slipped during this transition but
is expected to rebound during the fourth quarter of fiscal 1999 due to the
experience level of the new territory manager.
Lodging East has grown as the individuals hired to manage the East begin
to pick up momentum. The region has experienced an increase in demand from large
event facilities such as convention centers and event caterers. Management
wishes to penetrate further into the portion of the Lodging segment in order to
obtain large contract orders that contribute to Company efficiency across all
cost centers. Sales management continues to test price elasticity of Cuisine
Solutions product in this market and during fiscal 1999, two price increases
have been initiated without any negative feedback to lost sales.
12
<PAGE> 13
The Lodging Segment is a critical target market due to the potential size
of this newly created market as well as the margin potential. The Company's
strategy is to capitalize on the product quality, consistency, food safety and
labor savings by using Cuisine Solutions pre-prepared product versus preparation
from scratch. The Company is watching this segment very closely given the
substantial investment made in fiscal 1998 in creating this market.
Transportation Segment
Transportation segment sales are primarily from sales to airline
distributors and airline caterers. The Company produces product used in first
class flights on both domestic and international airline routes. The sales level
was achieved through outstanding reception of the award winning salmon produced
in the Norwegian facility, chicken products produced in the USA and unique value
added items such as Osso Buco developed during fiscal 1998. Transportation sales
for the third quarter fiscal 1999 were $2,245,000, up $466,000 or 26.2% from
fiscal 1998 third quarter sales of $ $1,779,000. Management continues to be
optimistic that double-digit trends will continue for the balance of fiscal
1999.
The Transportation segment also known as On Board Services has recently
achieved success in obtaining initial sales orders from non-airline customers.
One non-airline target market currently offers a ten million dollar sales
opportunity. Current On Board Service sales are 99.9 % airlines and airline
distributors. The new sales are expected to gradually increase during the
balance of fiscal 1999 with a material impact on total revenue expected during
fiscal 2000.
The Transportation segment has recently received strong interest in the
Cuisine Solutions new enrobed pasta product line. The enrobed pasta process
provides uniform coating of sauces on a product and therefore providing
consumers with a consistent high quality product. A new airline customer began
receiving shipments of this product line during this recent third quarter.
New Business
The New Business Segment currently captures sales to retail, military,
restaurants and the home meal replacement (HMR) markets and catalog sales.
Fiscal 1999 third quarter sales of $ 671,000 are up $12,000 or 1.8% from fiscal
1998 third quarter sales of $659,000. The sales increase continues to be driven
by increased demand in retail sales tied to the home meal replacement market and
supermarket deli counters. The Company recognizes the tremendous potential
retail/HMR sales and will continue to pursue opportunities in this segment
through brand marketers, potential private label possibilities and in-store
restaurants as the home meal replacement market begins to mature. Management
believes that the quality of sous vide product is ideal for retail/HMR. During
fiscal 1999, all sales to this segment were achieved by other segment sales
management and executive management. The Company is evaluating the cost/benefit
of hiring dedicated resources to pursue the retail market.
European Sales
European sales of seafood sold to Europe and Asia by the Company's
Norwegian plant totaled $679,000 during the third quarter of fiscal 1999, up
117.6% compared with $312,000 in the third quarter of fiscal 1998. European
sales include sales to airlines, retail and banquet markets throughout Europe.
The Company will continue to capitalize on its international exposure by
providing the same meals on flights to and from the U.S., monitor global taste
and retail trends. Recent airline sales of pasta products were made possible by
relationships created in this international marketplace and the customer was
difficult to penetrate in the U.S. market. The Company continues to develop and
build business relationships in Europe for future product sales from the
Norwegian and Brazilian and USA production facilities.
Brazil
The Company is providing management services to the Brazilian joint
venture in the form of architectural designs for the construction of a plant,
operations and production management advisory
13
<PAGE> 14
services to initiate production, and administrative advisory services to develop
management information and control guidelines. The services are performed under
a fixed contract that calls for approximately $800,000 in services for fiscal
1999. The Company recognized management services revenues from Brazil of
$500,000 in YTD fiscal 1999 primarily related to architectural design work
performed. The Company is uncertain whether additional revenues will be
recognized in fiscal 1999 due to start up delays in the project. The plant is
expected to be operational in Fiscal 2000.
14
<PAGE> 15
SELLING AND ADMINISTRATIVE EXPENSES
A comparison of selling and general administrative costs follows:
<TABLE>
<CAPTION>
QUARTER ENDED
------------------------
APR. 03, APR. 04,
1999 1998
---- ----
(dollars in thousands)
<S> <C> <C>
Selling and administrative costs.................. $ 2,137 $ 1832
</TABLE>
Selling and administrative costs as a percent of sales went from 44% in
the third quarter of fiscal 1998 to 40% in Q3 fiscal 1999. Actual spending
increased to $2,137,000 from $1,832,000 in same quarter of fiscal 1998. The
increase resulted from sales and marketing investments at the corporate
facility, legal expenditures required to register and protect the Cuisine
Solutions and other trademarks owned by the company globally. Management
continues its efforts to initiate cost reductions in finance and administration
through labor savings and limiting the use of outside services to support the
business. Management, through Q3 fiscal 1999, has avoided cuts in sales and
marketing expenditures since the objective of fiscal 1999 was to increase top
line sales.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization increased $27,000 to $68,000 for the third
quarter of fiscal year 1999, compared with $41,000 for the same period a year
ago. This increase is related to depreciation associated with the purchase of an
integrated business information system software package and related hardware in
fourth quarter of fiscal year 1998.
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 relating to the Company's U.S.
and Norwegian subsidiary, including the Norwegian capital lease. At September
30, 1998, the Company had borrowings of approximately $1,876,000, bearing
interest at rates ranging from 5.9% to 8.5%. The majority of these borrowings of
$1,854,00 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 $22,000 of these borrowings. The Company
sold its Land held for sale during second quarter of fiscal year 1999 which
reduced its borrowings by $645,000 for is U.S. operations. The Company received
net proceeds of $85,000 from the sale of the land.
FORTY WEEKS ENDED APRIL 3, 1999 COMPARED TO FORTY WEEKS ENDED APRIL 4, 1998
NET SALES
Third quarter year to date 1999 product sales totaled $14,410,000, up
38.1% from a year ago sales of $10,437,000. Lodging sales increased $651,000, or
16.7%. Sales to transportation customers increased by $1,652,000, or 41.6%, new
business development sales increased $165,000, or 10.2% and sales from Norway
increased $1,505,000, up 158.3%.
15
<PAGE> 16
Total year to date third quarter sales by business segments are as follow:
<TABLE>
<CAPTION>
YTD FISCAL 1999 YTD FISCAL 1998 $CHANGE %CHANGE
----------------- ----------------- --------- ---------
<S> <C> <C> <C> <C>
Transportation $ 5,624,000 $ 3,972,000 $ 1,652,000 41.6%
Europe & Asia $ 2,456,000 $ 951,000 $ 1,505,000 158.3%
Lodging $ 4,552,000 $ 3,901,000 $ 651,000 16.7%
New Business Development $ 1,778,000 $ 1,613,000 $ 165,000 10.25%
-----------------------------------------------------------------------------------
Total Product Sales Revenue $ 14,410,000 $ 10,437,000 $ 3,973,000 38.1%
===================================================================================
</TABLE>
Year to date third quarter non-product revenues of $500,000 are fees for
services provided to Brazil, primarily related to architectural designs for the
layout of the manufacturing facility.
Gross margins improved to 23% year to date fiscal 1999 third quarter
compared with 17% a year ago. The gross margin improvement was due to the impact
of higher volume on manufacturing fixed costs in the U.S. facility and the
non-product revenue from management fees.
A comparison of net sales, gross margin percentages and losses from
operations follows:
<TABLE>
<CAPTION>
YEAR TO DATE
------------------------
APR. 03, APR. 04,
1999 1998
---- ----
(dollars in thousands)
<S> <C> <C>
Net sales...........................................$ 14,909 $ 10,437
Gross margin percentage............................. 23% 17%
Loss from operations................................$ (837) (1,852)
</TABLE>
Lodging Segment:
Lodging sales are managed by major markets and lodging sales for these
markets are as follows:
Cuisine Solutions, Inc. Lodging Sales by Market:
THIRD QUARTER SALES
<TABLE>
<CAPTION>
YTD FISCAL 1999 YTD FISCAL 1998 $CHANGE %CHANGE
----------------- ----------------- --------- ---------
<S> <C> <C> <C> <C>
Washington DC $ 789,000 $ 727,000 $ 62,000 8.5%
Chicago 386,000 333,000 $ 53,000 15.9%
South 649,000 536,000 $ 113,000 21.1%
Miscellaneous East 956,000 976,000 $ ( 20,000) -2.0%
-----------------------------------------------------------------------------------
Total East $ 2,780,000 $ 2,572,000 $ 208,000 8.1%
===================================================================================
Southwest $ 974,000 $ 684,000 $ 290,000 42.4%
Northern California 547,000 335,000 $ 212,000 63.3%
Miscellaneous West 251,000 310,000 $( 59,000) 14.0%
-----------------------------------------------------------------------------------
Total West $ 1,772,000 $ 1,329,000 $ 443,000 33.3%
===================================================================================
-----------------------------------------------------------------------------------
Total Lodging Sales $ 4,552,000 $ 3,901,000 $ 651,000 16.7%
===================================================================================
</TABLE>
16
<PAGE> 17
Transportation Segment
Transportation sales year to date fiscal 1999 were up 41.6% and
management is optimistic that double-digit trends will continue for the balance
of fiscal 1999.
New Business
The New Business Segment currently captures sales to retail, military,
restaurants and the home meal replacement (HMR) markets and catalog sales. The
10.25% sales increase continues to be driven by increased demand in retail sales
tied to the home meal replacement market. As well as increases in sales to the
military.
European Sales
European sales of seafood from the Company's Norwegian plant totaled
$2,456,000 for year to date fiscal 1999 third quarter, up 158.3% compared with
$951,000 a year-ago. European sales include sales to airlines, retail and
banquet markets throughout Europe. The company is investigating opportunities to
expand the Cuisine Solutions presence in Europe.
Brazil
The Company is providing management services to the Brazilian joint
venture in the form of architectural designs for the construction of a plant,
operations and production management advisory services to initiate production of
product and administrative advisory services to develop management information
and control guidelines. The services are performed under a fixed contract that
calls for approximately $800,000 in services for fiscal 1999. The Company
recognized management services revenues from Brazil of $500,000 year to date
fiscal 1999 primarily related to architectural design work performed.
SELLING AND ADMINISTRATIVE EXPENSES
A comparison of selling and general administrative costs follows:
<TABLE>
<CAPTION>
YEAR TO DATE
------------------------
APR. 03, APR. 13,
1999 1998
---- ----
(dollars in thousands)
<S> <C> <C>
Selling and administrative costs.................... $ 5,116 $ 4,255
</TABLE>
Selling and administrative costs as a percent of sales went from 41% year
to date third quarter of fiscal 1998 to 34% for Q3 fiscal 1999. Actual spending
increased to $5,116,000 from $4,255,000 a year ago. The increase resulted from
sales and marketing investments at the corporate facility, legal expenditures
required to register and protect the Cuisine Solutions and other trademarks
owned by the company globally as well as the costs associated with the Nasdaq
Stock Market de-listing. Management continues to investigate opportunities to
reduce cost in General and Administration without impacting the objective of top
line sales growth.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization increased $81,000 to $172,000 for year to
date third quarter of fiscal year 1999, compared with $91,000 for the same
period a year ago. This increase is related to the purchase of integrated
business information systems software and related hardware installed during the
fourth quarter of fiscal year 1998.
17
<PAGE> 18
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 relating to the Company's U.S.
and Norwegian subsidiary, including the Norwegian capital lease. At September
30, 1998, the Company had borrowings of approximately $1,876,000, bearing
interest at rates ranging from 5.9% to 8.5%. The majority of these borrowings of
$1,854,00 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 $22,000 of these borrowings. The Company
sold its Land held for sale during second quarter of fiscal year 1999 which
reduced its borrowings by $645,000 for is U.S. operations. The Company received
net proceeds of $85,000 from the sale of the land.
PROVISION FOR TAXES
During the first quarter of fiscal year 1999 the Company received federal
income tax refunds relating to carryback losses from fiscal years 1997, 1996 and
1995 to fiscal year 1994 in the amount of $1,050,000. Such amount is reflected
as income tax receivable in the accompanying consolidated balance sheet at June
27, 1998. During the first quarter of fiscal year 1999 the Company recognized
$6,000 of income tax expense from continuing operations relating to final
adjustments from the income tax refunds.
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. 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. The Company does not engage in any hedging activities with
respect to its exposure.
LIQUIDITY AND CAPITAL RESOURCES (STILL UPDATING)
At April 3, 1999, the Company's combined total of cash and short-term
investment balances was $4,097,000, compared with $1,610,000 at June 27, 1998.
Additionally, the Company held investments of $7,773,000 and $10,600,000 at
April 03, 1999 and June 27, 1998, respectively, with maturities greater than one
year. There is no restriction of cash at the end of third quarter 1999.
Net cash used by operations amounted to $315,000 for year to date 1999,
compared to cash used of $1,649,000 a year ago. Cash in the amount of $3,400,000
was provided by investing activities, largely due to the sale of investments at
maturity. Land held for resale was sold during the second quarter of fiscal year
1999, providing net proceeds of $85,000 for investing activities. Cash in the
amount of $117,000 was used by financing activities to pay short-term loans,
largely related to the Norwegian operations.
18
<PAGE> 19
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 April 03, 1999, $622,000 was outstanding under this overdraft
facility. The subsidiary can borrow up to $800,000 under this commitment.
FUTURE PROSPECTS
In fiscal year 1999, the Company's strategy will involve market
penetration and sales growth in both the Transportation and Banquet markets with
limited growth in the New Business Segment.
LODGING:
The Lodging Segment sales strategy is focused on 428 hotel properties and
an additional 100 convention centers within the United States. These 528
locations have been targeted for the 30,000 square feet or more of banquet space
in each location. Management currently estimates the market potential for center
of the plate protein food items at 350 million dollars. This sales potential was
based upon banquet industry estimates of food sales per square foot of banquet
space and the center of the plate portion of the food cost. The 350
million-dollar market potential does not include smaller properties that can be
serviced by Cuisine Solutions, but management does not have enough data at this
time to provide logical sales estimates. Additional market potential exists
within Contracted Food Service Management Groups. These Groups provide meal
service to employee cafeterias, hospitals, retirement communities and special
events such as stadium food sales. Management believes the high quality of sous
vide processing, consistency, labor savings and portion control all provide a
perfect fit for this market. Management is attracted to this market since this
opportunity could provide larger contract sales enabling increased purchasing
power and manufacturing efficiencies due to longer production runs. Sales
estimates to Contract Food Service Groups are difficult to determine, but
management believes the potential could be well over 100 million dollars.
ON BOARD SERVICES / TRANSPORTATION
Transportation will continue its successful drive for market penetration
and explore opportunities in economy class flights as well as other target
markets where food in involved in the transportation. Transportation market
potential is estimated to be 175 million dollars for first class business and
350 million dollars for economy class. Management is also exploring
opportunities to service other modes of transportation such as railway systems.
Initial estimates of market potential within the railway systems are roughly 10
million dollars. Management expects to achieve progress within this additional
market during fiscal 2000.
Sales to the Transportation/On Board Services Segment are usually larger
contract sales that allow manufacturing to increase efficiency and production
planning with limited sales and marketing overhead. Management has been pleased
with the current performance within this segment and expects the success to
continue as initial steps are taken to break into economy class within the
airline sales market.
NEW BUSINESS
The New Business Segment consists of sales to retail, in-store deli's,
home meal replacement outlets, restaurants, catalogs sales companies and the
military.
New Business will continue to explore opportunities in the retail /HMR markets
but will remain cautious since retailers have not claimed success in the area.
Recent success has demonstrated strong, low cost opportunities in the in-store
deli within retail channels. Management is considering methods to explore this
opportunity without additional sales and marketing expenditures.
Management has dedicated some resources to pursuing sales to the military and
has decided not to aggressively pursue catalog sales and new restaurant
customers at this time.
EUROPE
19
<PAGE> 20
Sales of salmon to Europe have increased significantly during the fiscal
1999 year. Much of the success was due to contract sales to airlines and airline
caterers. Food service and retail have also shown significant increases as well
future potential.
Cuisine Solutions intends to position itself as the global preferred supplier
to the airline industry by offering same meal capability on both sides of the
Atlantic. The Company also wished to pursue meal service from Europe to other
countries other than the United States. Management realizes that global
expansion will be necessary to achieve these results and is working on the
strategies to provide Cuisine Solutions with a strong global presence. The
partnership with Brazil is part of this strategy.
BRAZIL
The Company began its joint venture with Sanoli Industri E Comercio De
Alimentacao LTDA as Cuisine Solutions, Brazil. The facility will begin
construction during fiscal 1999 and its expected completion will be announced at
a later date. The Company's penetration into the Brazil is in line with the
Company's strategy for global expansion. The Company will continue this
expansion strategy and search for other strategic partners in sous vide
manufacturing.
YEAR 2000
The Company has undertaken a comprehensive Year 2000 compliance program.
This program addresses the Company's products they sell as well as the Customer
Service and Technical support functions. The Company is aware of the issues
associated with the programming code in existing computer systems as the
millenium (year 2000) approaches. During fiscal year 1998 the Company made
investments in capital expenditures of $716,000. These expenditures represent
$360,000 of manufacturing equipment, and $345,000 of hardware and software
programs. The equipment, hardware and software purchased have been tested for
year 2000 compliance. The new hardware and software will be expanded to its
Norwegian operations in fiscal year 1999. The Company is currently 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. Subsequent to fiscal year 1999 second quarter the Company kicked
off its first company-wide meeting with its Year 2000 Compliance Project Team.
The team is in the process of developing procedures to inventory its entire
automated computer based systems and software. The Company began sending
confirmations to its manufacturers of equipment, computer and software, vendors
and customers that its systems will function properly in the year 2000. As the
Company is currently working on a contingency plan, the team will help the
Company implement such plans to counteract any problems that may arise due the
year 2000 conversion. The Company will keep its customers, shareholders, vendors
and employees fully informed of year 2000 initiatives throughout fiscal year
1999. The Company has already received assurance from its banking institution,
insurance companies and some major customers of its initiatives in place for
year 2000 compliance. Management does not expect the efforts underway in fiscal
year 1999 to have a material effect on its financial position or results of
operations. The Company does not expect these efforts to exceed $100,000.
20
<PAGE> 21
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 15th annual meeting of shareholders was held on October 28,
1998 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 Mr. Charles McGettigan. Mr. David Jordan
of Pepsi Cola Company and Ms. Nancy Schaefer of Consumer Dynamics Company was
also elected as first time members of the board of directors. James Hackney a
former director did not stand for re-election.
21
<PAGE> 22
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.
<TABLE>
<CAPTION>
CUISINE SOLUTIONS, INC.
-----------------------
<S> <C>
Date: May 17, 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
</TABLE>
24
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-26-1999
<PERIOD-START> DEC-13-1998
<PERIOD-END> APR-03-1999
<CASH> 918,000
<SECURITIES> 10,508,000
<RECEIVABLES> 4,775,663
<ALLOWANCES> 0
<INVENTORY> 3,309,000
<CURRENT-ASSETS> 11,885,000
<PP&E> 11,164,000
<DEPRECIATION> (8,115,000)
<TOTAL-ASSETS> 23,805,000
<CURRENT-LIABILITIES> 3,736,000
<BONDS> 1,508,000
0
0
<COMMON> 141,000
<OTHER-SE> 18,561,000
<TOTAL-LIABILITY-AND-EQUITY> 23,805,000
<SALES> 5,375,000
<TOTAL-REVENUES> 5,375,000
<CGS> 4,264,000
<TOTAL-COSTS> 4,264,000
<OTHER-EXPENSES> 2,199,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 289,000
<INCOME-PRETAX> (799,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (799,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (799,000)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
