<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 1, 2000
----------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
--------- --------------
Commission File 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 April 29, 2000.
COMMON STOCK 0.01 PAR VALUE NUMBER OF SHARES
--------------------------- ----------------
CLASS A 14,755,838
CLASS B NONE
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 BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
--------------------------------------------------
April, 1 June 26,
2000 1999
---------------------- --------------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 227,000 $ 1,866,000
Investments, current (1,000) 986,000
Accounts receivable, trade 4,964,000 4,385,000
Inventory 5,909,000 5,091,000
Prepaid expenses 604,000 244,000
Current portion of notes receivable, related party 54,000 34,000
Income tax receivable - -
Other current assets 878,000 838,000
---------------------- --------------------
TOTAL CURRENT ASSETS 12,636,000 13,444,000
Investments, noncurrent 6,397,000 7,950,000
Land 73,000 79,000
Fixed assets, net 5,077,000 4,748,000
Note receivable, officer and related party, including
accrued interest, less current portion 472,000 483,000
Other assets 609,000 442,000
---------------------- --------------------
TOTAL ASSETS $ 25,263,000 $ 27,146,000
====================== ====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt $ 1,236,000 $ 623,000
Accounts payable and accrued expenses 3,230,000 4,081,000
Accrued payroll and related liabilities 1,287,000 993,000
Reserves for legal provisions -0- -
Other accrued taxes 9,000 9,000
---------------------- --------------------
Total current liabilities 5,762,000 5,706,000
Long-term debt, less current portion 1,732,000 1,943,000
---------------------- --------------------
Total liabilities 7,494,000 7,649,000
---------------------- --------------------
Stockholders' equity
Common stock - $.01 par value, 20,000,000 shares
authorized, 15,578,620 shares issued and
14,755,838 and 13,285,838 shares outstanding resepectively 156,000 156,000
Class B Stock - $.01 par value, 175,000 shares authorized,
none issued -
Additional paid-in capital 23,229,000 23,229,000
Retained earnings (accumulated deficit) (2,635,000) (1,407,000)
Accumulated Other Comprehensive Income
Unrealized gains on debt and equity investments (560,000) (513,000)
Cumulative translation adjustment (552,000) 49,000
Treasury stock, at cost (822,782 and 792,782 shares
at April 1, 2000 and June 1999 respectively) (2,048,000) (2,017,000)
---------------------- --------------------
Total stockholders' equity 17,769,000 19,497,000
---------------------- --------------------
Commitments and contingencies
---------------------- --------------------
Total liabilities and stockholders' equity $ 25,212,000 $ 27,146,000
====================== ====================
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
--------------------------------- -------------------------------------
THIRD QUARTER YEAR TO DATE
--------------------------------- -------------------------------------
SIXTEEN WEEKS ENDED FORTY WEEKS ENDED
--------------------------------- -------------------------------------
Apr. 1 Apr. 3 Apr. 1 Apr. 3
2000 1999 2000 1999
--------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net sales-products 9,601,000 $ 7,497,000 26,192,000 $ 20,822,000
Service sales - - -
--------------------------------- -------------------------------------
Net sales 9,601,000 7,497,000 26,192,000 20,822,000
Cost of goods sold 8,446,000 5,969,000 20,701,000 16,239,000
--------------------------------- -------------------------------------
Gross margin 1,155,000 1,528,000 5,491,000 4,583,000
Selling and administration 2,501,000 2,440,000 6,868,000 6,041,000
Depreciation and amortization 83,000 126,000 135,000 336,000
Other income (82,000) (6,000) (82,000) (148,000)
--------------------------------- -------------------------------------
Loss from operations (1,347,000) (1,032,000) (1,430,000) (1,646,000)
--------------------------------- -------------------------------------
Nonoperating income (expense)
Investment income 110,000 348,000 304,000 959,000
Interest expense (56,000) (85,000) (144,000) (185,000)
Other income 19,000 (1,000) 42,000 0
--------------------------------- -------------------------------------
Total nonoperating income 73,000 262,000 202,000 774,000
--------------------------------- -------------------------------------
Income (loss) from continuing operations before income
taxes (1,274,000) (770,000) (1,228,000) (872,000)
Provision for income tax benefit - - - (6,000)
--------------------------------- -------------------------------------
--------------------------------- -------------------------------------
Income (loss) from continuing operations net of taxes $ (1,274,000) $ (770,000) $ (1,228,000) $ (878,000)
================================= =====================================
Net loss per common share:
Continuing operations after income taxes,
before discontinued operations and cumulative
effect of change in accounting principle, net
of taxes $ (0.09) $ (0.05) $ (0.09) $ (0.06)
--------------------------------- -------------------------------------
Net loss per common share $ (0.09) $ (0.05) $ (0.09) $ (0.06)
================================= =====================================
Weighted average shares outstanding 13,679,656 15,257,710 13,679,656 15,257,710
================================= =====================================
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
------------------------------------------------
Year to date
Forty Weeks Ended
April 1, April 3,
2000 1999
------------------ ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,228,000) $ (677,000)
Adjustments to reconcile net loss to
net cash used by operating activities
Depreciation and amortization 726,000 839,000
Change in cumulative translation adjustment (422,000) 225,000
Change in Reserves fior legal provisions 158,000
Changes in assets and liabilities, net of effects of
non-cash transactions:
(Increase) decrease in accounts receivable trade, net (579,000) (681,000)
Increase in inventory (818,000) (980,000)
Decrease (increase) in prepaid expenses (360,000) 340,000
Increase in notes receivable, related party (9,000) (459,000)
Decrease (increase) in income tax receivable 1,062,000
Increase in other assets (280,000) 250,000
Decrease in accounts payable
and accrued expenses (1,009,000) 330,000
Increase in accrued payroll and related liabilities 294,000 427,000
Decrease in other accrued taxes (82,000)
------------- ------------
Net cash used by operating activities (3,527,000) 594,000
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of investments 2,540,000 5,220,000
Purchase of investments (47,000) (1,462,000)
Purchase of Treasury Stock (31,000) (241,000)
Proceeds from sale of Land held for resale - 85,000
Capital expenditures (976,000) (218,000)
------------- ------------
Net cash provided by investing activities 1,486,000 3,384,000
------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Additions to debt 613,000 -
Reductions of debt (211,000) (117,000)
Changes in notes receivable issued to majority shareholder
including accrued interest - -
Proceeds from stock issuance -
------------- ------------
Net cash (used) provided by financing activities 402,000 (117,000)
------------- ------------
Net increase in cash and cash equivalents (1,639,000) 3,861,000
Cash and cash equivalents, beginning of period 1,866,000 353,000
------------- ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 227,000 $ 4,214,000
============= ============
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE> 6
Cuisine Solutions, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Retained Unrealized Gains
Additional Earnings Cumulative (Losses) on Debt
Common Paid-In (Accumulated Translation and Equity
Stock Capital Deficit) Adjustment Investments
------------ --------------- --------------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
------------ --------------- --------------- -------------- ----------------
Balance, June 29,1996 141,000 21,352,000 2,789,000 50,000 (110,000)
Comprehensive Income/(Loss)
1997 net loss - - (466,000) - -
Other Comprehensive Income
Unrealized gains on debt and
equity investments - - - - 121,000
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 $ 11,000
Comprehensive Income/(Loss)
1998 net loss - - (3,121,000) - -
Other Comprehensive Income
Unrealized gains on debt and
equity investments - - - - 95,000
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 $ 106,000
============ =============== =============== ============== ==============
Comprehensive Income/(Loss)
1999 net loss (733,000)
Other Comprehensive Income
Unrealized losses on debt and
equity investments (619,000)
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 $ (513,000)
============ =============== =============== ============== ==============
Comprehensive Income/(Loss)
Third Quarter YTD 2000 net income (1,228,000)
Other Comprehensive Income
Unrealized losses on debt and
equity investments (47,000)
Translation adjustment (424,000)
Other Comprehensive Income/(Loss)
Comprehensive Income/(Loss)
Issue of Non-Registered Shares
for acquisition, 1,500,000 shares 15,000 1,877,000
$.01 par.
Treasury Shares Purchases
------------ --------------- --------------- -------------- --------------
Balance, April 1, 2000 $ 156,000 $ 23,229,000 $ (2,635,000) $ (560,000) $ (560,000)
============ =============== =============== ============== ==============
</TABLE>
<TABLE>
<CAPTION>
Note Receivable
From Majority
Shareholder, Total
Treasury Including Stockholders'
Stock Accrued Interest Equity
--------------- ----------------- ---------------
<S> <C> <C> <C>
--------------- -----------------
Balance, June 29,1996 (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
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 $ (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
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 $ (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)
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 $ (2,017,000) $ - $ 17,607,000
=============== ============== ===============
Comprehensive Income/(Loss)
Third Quarter YTD 2000 net income (1,228,000)
Other Comprehensive Income
Unrealized losses on debt and - -
equity investments (47,000)
Translation adjustment (424,000)
---------------
Other Comprehensive Income/(Loss) (471,000)
Comprehensive Income/(Loss) (1,699,000)
Issue of Non-Registered Shares -
for acquisition, 1,500,000 shares 1,892,000
$.01 par.
Treasury Shares Purchases (31,000) (31,000)
--------------- -------------- ---------------
Balance, April 1, 2000 $ (2,048,000) $ - $ 17,769,000
=============== ============== ===============
</TABLE>
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 2000
and 1999 contain 12 weeks, and the third quarter contains 16 weeks. Nouvelle
Carte France, acquired by Cuisine Solutions during FY00, used twelve-month
calendar accounting periods during fiscal 1999 and changed to Cuisine Solutions
accounting periods effective with period 8 of fiscal year 2000. Cuisine
Solutions fiscal 2000 financial statements utilized July-September as the first
quarter and October-December as the second quarter and January 1-April 1, 2000
for the third quarter.
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:
April 1, Jun. 26,
1999 1999
- ------------------------------------------------------------------------------
Raw materials $ 1,729,000 $ 1,509,000
Frozen product & other finished goods 4,082,000 3,414,000
Packing materials & supplies 199,000 236,000
---------------------------------
6,010,000 5,159,000
Less obsolescence reserve (101,000) (68,000)
---------------------------------
$ 5,909,000 $ 5,091,000
=================================
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 2000 the Company completed the
acquisition of Nouvelle Carte France, a sous vide manufacturer formerly owned by
the majority shareholder. The acquisition was initiated due to growing demands
to provide same products in both the USA and Europe by some of our larger
customers. The transaction involved the issuance of 1,500,000 non-registered
common shares in exchange for 100% ownership of Nouvelle Carte. An earnout that
allows for a maximum issuance of additional 1,000,000 shares over a two-year
period was included in the deal and is contingent upon certain earnings
criteria. The French acquisition added $4,036,000 in total assets and $1,893,000
in equity to the consolidated balance sheet as of the start of the second
quarter of fiscal 2000.
7) Restatements
Since Nouvelle Carte was wholly owned by the majority shareholder, all
financial comparisons have been restated to reflect previous year's figures.
Specifically, the second quarter and year to date statement of operations,
consolidated balance sheet and consolidated statement of cash flows have been
restated to reflect previous years consolidated results with Nouvelle Carte. The
Nouvelle Carte balance sheet has been consolidated using historical cost. No
adjustments to market value have been made to the pre-acquisition balance sheet
to reflect market value of real estate or depreciated plant equipment in the
acquired company.
8) 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 1, 2000 and April 03,
1999. 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:
Four Periods Ended April 1,2000 and April 03, 1999:
<TABLE>
<CAPTION>
APR. 1, APR 3,
BASIC EARNINGS PER SHARE COMPUTATION: 2000 1999
- -------------------------------------- ---- ----
<S> <C> <C>
Numerator:
Net income $(1,274,000) $(770,000)
Denominator:
Weighted-average common shares 13,679,656 15,257,710
Basic earnings per share $(0.09) $(0.05)
DILUTED EARNINGS PER SHARE COMPUTATION:
- ---------------------------------------
Numerator:
Net income $(1,274,000) $(770,000)
Denominator:
Weighted-average common shares 13,679,656 15,257,710
Diluted earnings per share $(0.09) $(0.05)
</TABLE>
10 Periods Ended Apr 1, 2000 and Apr.03, 1999:
<TABLE>
<CAPTION>
APR 1, APR 03,
BASIC EARNINGS (LOSS) PER SHARE COMPUTATION: 2000 1999
- -------------------------------------------- ---- ----
<S> <C> <C>
Numerator:
Net Income (Loss) $(1,228,000) ($677,000)
Denominator:
Weighted-average common shares 13,769,656 15,257,710
Basic Income (Loss) per share $(0.08) ($0.04)
DILUTED EARNINGS (LOSS) PER SHARE COMPUTATION:
- ----------------------------------------------
Numerator:
Net Income(Loss) $(1,228,000) ($677,000)
Denominator:
Weighted-average common shares 13,769,656 15,257,710
Diluted Earnings (Loss) per share $(0.08) ($0.04)
</TABLE>
9
<PAGE> 10
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 $1,274,000 for the third
quarter 2000 compared to a net loss of $770,000 a year ago, an increased loss of
65%. Third quarter 2000 revenue increased by 28.0% compared to a year ago due to
the increase in product sales in all sales both On Board Services and Food
Service sales channels.
NET SALES
Third quarter fiscal 2000 sales totaled $8,701,000, up 26.0% from third quarter
1999 sales of $6,904,000.Non-France sales, sales without the acquired French
Subsidiary, during the second quarter totaled $6,248,000, up $1,626,000 or
34.6% from FY99 non-France sales of $4,642,000.
<TABLE>
<CAPTION>
Q3 FISCAL 2000 Q3 FISCAL 1999 $CHANGE %CHANGE
---------------- -------------- --------- --------
<S> <C> <C> <C> <C>
USA $ 6 ,945,000 $ 4,696,000 $ 2,250,000 47.9%
Norway 526,000 $ 679,000 $ (154,000) (22.1%)
France 2,130,000 $ 2,122,000 $ 8,000 0.0%
-------------------------------------------------------------------
Total Product Sales Revenue $ 9,601,000 $ 7,497,000 $ 2,104,000 28.0%
===================================================================
</TABLE>
USA SALES
Third quarter fiscal 2000 sales to the Lodging/Food service channel totaled
$2,742,000 versus previous years total of $1,780,000 an increase of $962,000 or
54%. The lodging/food service sales channel has a wide customer base with many
banquet /meal providers. The increase in lodging sales has been consistent and
steady with large event catering providing the majority of the sales increase.
These large events include large city convention centers, Florida vacation
resorts, casinos and sporting events. The latest addition to sporting events
catering has been driven by a surge in popularity in auto racing and
corresponding demand for high quality meals. The lodging/food service sales
channel continues to provide the Company with steady growth and superior gross
margin potential. Customers in this market place high value on the labor
savings, quality, consistency, safety and availability. Gross margins without
distribution costs on sales to this channel were approximately 36% during the
third quarter of fiscal 2000. Management can continue to improve this margin
through management of the product mix and cost reduction, but will reap the most
benefit through improvements in distribution management and related costs.
Fiscal 2000 third quarter sales to the On Board services channel increased 100%
in the USA to $3,565,000 from $1,780,000 in the previous year through
penetration and progressive development into existing accounts as well as new
accounts. The On Board Services channel has developed business relationships
with most of the major US airlines and is working on building these
relationships through continued value and service. Cuisine Solutions is becoming
a "known" and popular quality supplier in the industry. This icon is important
to management since the current sales and marketing program as well as the
Company name has only been in the market place for two years. In addition to
airlines, On Board Services have increased sales to U.S. based passenger rail to
$699,000 during the third quarter versus sales of $236,000
10
<PAGE> 11
during the previous year. Passenger rail service programs involved developing
products for specific rail lines and providing on site training to assist
customers with initial introduction of the products. Sales results during the
third quarter were consistent with projections. While airline and railway sales
continue to increase through the execution of strategic marketing plans, the On
Board Service team has initiated programs to provide meal solutions to harbor
cruise lines. During the third quarter of fiscal 2000, sales to this customer
group were over $200,000.
The USA New Business channel consists of retail, catalog, military, restaurants
and small food service distributors. Sales to this channel experienced a sales
decline to $638,000 during the third quarter of fiscal year 2000 versus previous
years sales of $671,000. The decline was due to decreased shipments to retail
accounts. The company is not planning any growth in this sales channel during
fiscal year 2000 and anticipates total sales for the year to remain flat. A
strategic focus on the retail market has been initiated and initial activity is
planned for the fourth quarter.
The USA did not receive any revenues from management services during the third
quarter of fiscal 2000.
NORWAY SALES
Sales to Europe from Norway represent product shipments sent directly to
customers and billed directly by the Norwegian subsidiary. This sales figure
represents 36.5% of the total value of product produced in Norway. The remaining
63.5% of production is shipped the USA and France and reported as sales from
those respective locations. During the third quarter of fiscal 2000, Norway's
European sales were $526,000, down $153,000 or 22.5% from the $679,000 reported
for the third quarter of fiscal 1999. The decrease in sales is attributed to
European customers now serviced from Cuisine Solutions France. The total value
of shipments from Norway to European customers, USA and France increased from
8,388,000 Norwegian Kroner in the third quarter of fiscal 1999 to 11,918,000
Norwegian Kroner in the third quarter of fiscal 2000, an increase of 42.1%.
FRANCE SALES
During the second quarter of fiscal year 2000, the Company completed the
acquisition of Nouvelle Carte France, a French sous vide manufacturer that
produces both fresh and frozen prepared meals for retail, food service and
airline sales channels. The Company needed a strategic European Community
approved manufacturing base to supply global airline and food service accounts
in throughout Europe. Nouvelle Carte, now officially known as Cuisine Solutions
France, provides the manufacturing base required as well as a source of
technical assistance and additional R&D talent to support the Company's' growth.
In addition to the manufacturing and technical capabilities, Cuisine Solutions
France has a long and strong relationship with one of the largest global
retailers with 50% of current revenues to retail accounts. The Brazilian joint
venture, scheduled to begin production during the next fiscal year, intends to
utilize these retail relationships when growing the Brazilian business since the
retail accounts in France have a strong global presence that includes a solid
position in Brazilian retail.
Cuisine Solutions France is currently using a twelve-month accounting calendar,
with an accounting period close ending on the last day of each month. Sales for
the Cuisine Solutions fiscal 2000 third quarter includes sales revenue from
Cuisine Solution France from January 1, 2000 through April 1, 2000. The total
fiscal year 2000 third quarter sales during this period in US dollars were
$2,130,000 versus previous year sales of $2,122,000, an increase of $8,000 or
less than 1%. Sales in French francs during the third quarter of fiscal 2000
were FRF 14,445,000 versus FRF 12,592,000 , an increase of 14.7%. The growth in
sales is driven by a 48% increase in Food Service/Lodging revenue and a 146%
increase in sales to airline customers off set by a decline in total retail
sales. The sales increases are part of a focused effort to push Global
Foodservice and Airline sales while retail experienced slower growth due to
price competition.
BRAZIL
No management revenues were earned during the third quarter of fiscal 2000.
11
<PAGE> 12
<TABLE>
<CAPTION>
QUARTER ENDED
-------------------------
APR. 1, APR. 3,
2000 1999
--------
(dollars in thousands)
<S> <C> <C>
Net sales...............................................$ 9,601 $ 7,497
Gross margin percentage .............................. 12.0% 20.4%
Profit (Loss) from operations $(1,347) (1,032)
</TABLE>
Gross margins decreased to 12.0% in the third quarter fiscal 2000 versus 20.4%
in the previous year.
Negative gross margins from Norway were driven by an accelerated increase in the
price of salmon during the third quarter. Salmon price increases were occurring
weekly, an event unforeseen and indeterminable from week to week. Cuisine
Solutions has the ability to change prices to customers, but the increases were
continuous and price change implementations timely and costly to our customers.
During this period the price paid for raw salmon increased approximately 35%,
without relief to pass the cost on to customers. The price increase is expected
to level off in the fourth quarter and target prices have been established for a
company wide price increase in the fourth quarter. In addition to the salmon
cost increase, higher costs of Sea Bass products, sales of excess inventory at
reduced sales prices, and other inventory adjustments have led to a USA/Norway
gross margins of 9.6% versus 20.6% in the previous year. USA margins are
expected to return to the 30% range in the fourth quarter, and Norway costs
passed on via increased prices.
Gross margins in France increased to 20.7% in the third quarter of fiscal 2000
versus 19.6% in the third quarter of FY99. The margin increase is attributed to
changes in the product mix and increased sales to food service and airline
customers.
12
<PAGE> 13
SELLING AND ADMINISTRATIVE EXPENSES
A comparison of selling and general administrative costs follows:
<TABLE>
<CAPTION>
QUARTER ENDED
--------------------------
APR 1, APR 3,
2000 1999
------
(dollars in thousands)
<S> <C> <C>
Selling and administrative costs........................... $ 2,501 $ 2,440
</TABLE>
Selling and administrative costs as a percent of sales went from 32.5% in
the third quarter of fiscal 1999 to 26.0% in fiscal 2000. Selling and
administrative are expected to decrease as a percentage of sales as the Company
continues to achieve aggressive sales growth.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization decreased by $12,000 to $319,000 for the
third quarter of fiscal year 2000, compared with $331,000 for the same period a
year ago. This decrease is due to equipment that has become fully depreciated.
NONOPERATING INCOME AND EXPENSE
Investment income consists of returns earned on funds invested in
corporate bonds and treasury bills. Management maintains these funds in a trust
account with the majority of the funds invested in government securities.
Interest expense relates to the borrowings relating to the Company's U.S.,
Norwegian subsidiary including the Norwegian capital lease and the French
subsidiary. At April 1, 2000, the Company had borrowings of approximately
$2,968,000, bearing interest at rates ranging from 3.76% to 10.5%. The majority
of these borrowings of $2,448,000 was through its Norwegian subsidiary and
includes an outstanding principle amount of $1,200,000 for the capital lease on
the building in Norway and $1,248,000 in a working capital line of credit.
Cuisine Solutions France also has a term loan for $507,000 at 5.5% obtained to
finance a plant expansion and elimination of factoring. The loan is due
September 2003 and the French subsidiary currently has adequate cash to pay back
the loan. The remainder is a vehicle loan used to acquire a truck for the
Company's USA facility.
FORTY WEEKS ENDED APRIL 1, 2000 COMPARED TO FORTY WEEKS ENDED APRIL 03, 1999
NET SALES
Third quarter year to date 2000 sales totaled $ 26,192,000, up 25.8% from a
year ago sales of $20,822,000. Year to date USA On Board Service Sales increased
$2,790,000 or 82%, Lodging/Food Service sales increased $817,000, or 29.2%,
Norway Sales to Europe are up $252,000 or 17.4% while New Business Sales are
down $211,000 or a decrease of 19.5%. YTD sales from the newly acquired Cuisine
Solutions France increased by $ 416,000, or 10.9%. Year to date management fees
decreased by $500,000 versus previous year to date.
13
<PAGE> 14
Total third quarter YTD sales by region are as follows:
<TABLE>
<CAPTION>
YTD FISCAL 2000 YTD FISCAL 1999 $CHANGE %CHANGE
----------------- --------------- --------- -------
<S> <C> <C> <C> <C>
USA $ 17,600,000 $ 12,452,000 $ 5,148,000 41.3%
Norway 2,254,000 2,456,000 $ (202,000) (8.2%)
France 6,338,000 5,914,000 $ 424,000 7.2%
---------------------------------------------------------------
Total Product Sales Revenue $ 26,192,000 $ 20,822,000 $ 5,370,000 25.8%
===============================================================
</TABLE>
Total year to date third quarter sales by business channel is as follow:
<TABLE>
<CAPTION>
YTD FISCAL 2000 YTD FISCAL 1999 $CHANGE %CHANGE
----------------- --------------- --------- -------
<S> <C> <C> <C> <C>
Management Fees $ 0 $ 500,000 $ (500,000)
USA On Board Services $ 9,734,000 $ 5,623,000 $ 4,111,000 73.1%
Europe $ 2,254,000 $ 2,456,000 $ (202,000) (8.2%)
Lodging/Food Service $ 6,351,000 $ 4,551,000 $ 1,800,000 39.6%
New Business Development $ 1,515,000 $ 1,778,000 $ (263,000) (14.8%)
France $ 6,338,000 5,914,000 $ 424,000 7.2%
----------------------------------------------------------------
Total Product Sales Revenue $ 6,192,000 $ 20,822,000 $ 5,370,000 25.8%
================================================================
</TABLE>
Year to date fiscal 1999 second quarter management fees of $500,000 are
fees for services provided to Brazil, primarily related to architectural designs
for the layout of the manufacturing facility.
ON BOARD SERVICES
USA fiscal year 2000 year-to-date On Board Service sales has increased 73.1% to
$9,734,000 from fiscal year 1999 year-to-date sales of $5,623,000. The sales and
marketing efforts of the On Board Service Group have created an accelerated
awareness of Cuisine Solutions in this sales channel as a company that provides
consistent high quality service and value to the airline industry. The Company
now provides product to most major U.S. airlines as well as well known
international carriers. The recent acquisition of Nouvelle Carte has provided
additional value to Cuisine Solutions in this industry since few meal providers
can provide the quality and consistency on both sides of the Atlantic. This
value has helped the Company gain access to new USA opportunities due to the
increased strategic value of the Company to our customers.
The Company has maintained its focus on first class and business class in this
sales channel due to the continued demand for high quality product and higher
product margin potential return. The company has experienced growing demand for
pasta products and has delivered with a line of gourmet prepared pasta items
that are suitable for first class and business class. This product line,
initiated during fiscal 1998 with limited production capabilities was unique in
using enrobed technology that enables the sauce to adhere to the pasta during
the mixing process. This prevents the sauce from shifting to one side of the
packaging during the distribution and preparation process and allows for more
increased uniform coverage and product quality. To meet the growing demand, the
Company has invested in a dedicated pasta production line within the existing
facility using the latest state of the art equipment and engineering and the
line initiated production during the third quarter of fiscal 2000.
In addition to the growth in the airline channel, On Board Services has
experienced growth in passenger rail service demand pushing fiscal year 2000
second quarter year to date sales to $2,190,000 from less than $269,000 in the
previous year-to-date result. This program required strategic execution from
product introduction through on site training. Management is confident that On
Board services has created another strategic customer alliance. During the
second quarter of fiscal year 2000, On Board Services introduced meal solutions
to various harbor cruise line services in various cities. Years to date second
quarter sales of approximately $200,000 were recorded during the initial product
introduction.
14
<PAGE> 15
LODGING/FOODSERVICE
The YTD fiscal 2000 Lodging/Food Service Sales increased by $1,800,000 or 39.6%.
The sales increase is attributed to large event caterers, convention centers and
sporting events. The company is targeting larger events to develop more "KEY"
food service accounts to obtain larger individual orders and attempt to reduce
the total number of sku's to reduce distribution costs. The Lodging Food Service
channel continues to provide the largest customer base and highest gross margin
percentage, providing the return and customer stability at the cost of smaller
unit orders and a more expensive sales process. The purchase decision is highly
decentralized in this sales channel and increased sales coverage and related
expense is needed to service the regions. Management continues to monitor sales
growth by metropolitan sales area and will continue to focus on sales
penetration on a regional basis.
NEW BUSINESS DEVELOPMENT
Fiscal year 2000 year to date New Business Development sales has decreased
$263,000, or 14.8% versus previous year to date sales. The significant decline
was due to an In-Store Deli program sold in the previous year that has declined
during fiscal 2000. Management anticipated the decline due to initial on site
tests with the retailer.
NORWAY
Although fiscal year 2000 year to date European sales from Norway decreased by
8.2%, total company sales of salmon increased 22.4%. The USA and France purchase
salmon from Norway and invoice customers from France and the USA. Salmon from
Norway is the third largest single selling item sold in the USA. The importance
of salmon to the total sales and marketing program and the ability to deliver a
superior product to the marketplace are the strategic reasons for the continued
investment in the Norway facility. The Company continues to develop high quality
value added products from Norway and has experienced outstanding results with
the recent introduction of the Lemon-Ginger Salmon product.
FRANCE
Year to date sales in France for the period July 1, 1999 through April 1, 2000,
increased by $424,000 or 7.2% to $6,338,000 versus previous year same period
sales of $5,914,000. The increase was driven by increases in airline and food
service sales. Year to date sales in French Francs for the period July 1, 1999
to April 1, 2000 were FRF 40,968,000 versus previous year same period sales of
FRF 34,182,000, and increase of FRF 4,933,000 or 19.9%. The difference in
percentage growth accounted for in exchange rate fluctuations. The composition
of sales in France for calendar 1999 was approximately 50.3% retail, 12.0%
airline, 37.7% Food Service.
A comparison of net sales, gross margin percentages and losses from
operations follows:
<TABLE>
<CAPTION>
YEAR TO DATE
------------------------
APR 1, APR 3,
2000 1999
----
(dollars in thousands)
<S> <C> <C>
Net sales..............................................$ 26,192 $ 20,822
Gross margin percentage............................... 21% 22%
Loss from operations...................................$ (1,430) (1,646)
</TABLE>
15
<PAGE> 16
Total consolidated gross margins decreased to 21% year to date fiscal 2000
third quarter compared with 22% a year ago. The gross margin decrease was due to
increased raw salmon prices, sales of excess inventory at lower margins, sales
of Chilean sea bass at lower margins and other inventory adjustments. Core
product line gross margins continue to improve and management is confident that
continued product mix management as well as strategic purchasing and capital
investment in streamlining key manufacturing processes will provide additional
margin potential. Management will also continue to test the elasticity of price
in the Food Service channel via strategic price increases. Management expects to
have the Norwegian salmon price issue under control by period 13, fiscal 2000
year end.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization decreased $124,000 to $726,000 for fiscal
year 2000 year to date third quarter, compared with $850,000 for the same period
a year ago. This decrease is related to the plant equipment reaching its useful
life in the USA.
NONOPERATING INCOME AND EXPENSE
Investment income consists of returns earned on funds invested in
corporate bonds and treasury bills. Management maintains these funds in a trust
account with the majority of the funds invested in government securities
Interest expense relates to the borrowings relating to the Company's U.S.,
Norwegian subsidiary including the Norwegian capital lease and the French
subsidiary. At April 1, 2000, the Company had borrowings of approximately
$2,968,000, bearing interest at rates ranging from 3.76% to 10.5%. The majority
of these borrowings of $2,448,000 was through its Norwegian subsidiary and
includes an outstanding principle amount of $1,200,000 for the capital lease on
the building in Norway and $1,248,000 in a working capital line of credit.
Cuisine Solutions France also has a term loan for $507,000 at 5.5% obtained to
finance a plant expansion and elimination of factoring. The loan is due
September 2003 and the French subsidiary currently has adequate cash to pay back
the loan. The remainder is a vehicle loan used to acquire a truck for the
Company's USA facility.
PROVISION FOR TAXES
No provision for income taxes was made during the second quarter or for YTD
fiscal 2000.
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. In the event of
accelerated commodity price increases, the Company may suffer a short-term loss
since customers cannot accept multiple price changes in short periods of time.
The Company will continue to investigate larger purchase contract for key raw
materials where pricing to the customer can also be contracted.
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 engage in forward contracts for Norway
shipments to the USA where these shipments are predictable with the objective of
protecting planned profit
16
<PAGE> 17
margins. The USA does not purchase product from France and therefore, does not
have any exposure to foreign exchange other than translation adjustments during
consolidations.
LIQUIDITY AND CAPITAL RESOURCES
At April 1, 2000, the Company's combined total of cash and short-term
investment balances was $228,000, compared with $2,852,000 at June 26, 1999.
This decrease is the result of the increased inventory, receivables and capital
spending. Additionally, the Company held investments of $6,397,000 and
$7,950,000 at April 1, 2000 and June 26, 1999, respectively, with maturities
greater than one year. There is no restriction on cash balances at the end of
the fiscal 2000 third quarter.
Net cash used by operations amounted to $3,527,000 for year to date 2000,
compared to cash received of $594,000 a year ago. Cash in the amount of
$1,486,000 was provided by investing activities, largely due to the sale of
investments at maturity. Cash in the amount of $402,000 was provided by
financing activities to related to the Norwegian operations expanded use of a
working capital line of credit.
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 1, 2000, $1,236,000 was outstanding under this overdraft
facility. The maximum amount available under line of credit is currently $ $
1,350,000.
FUTURE PROSPECTS
MARKETING EFFORTS
In fiscal year 2000, the Company's strategy will involve increasing the Cuisine
Solutions market share while improving image of pre-prepared frozen entrees in
the banquet, airline, rail and cruise line industries. During fiscal year 2000,
the Company launched a celebrity chef marketing campaign that involved events,
hosted by some of the top chefs in the country to include Daniel Boulud of
Daniels in New York City, Charlie Trotter of Charlie Trotters in Chicago and
Mark Miller of the Coyote Cafe in Santa Fe. . The events were attended by
regional chefs and buyers from the Banquet, Airline and Retail industry. These
top chefs endorsed the quality and consistency and flexibility of Cuisine
Solutions products and presented Cuisine Solutions products to the group using
their own styles and creations. These endorsements are very valuable in
overcoming the reluctance of many chefs to use pre-prepared frozen products in
their facilities. Some of the chefs have agreed to participate in additional
marketing campaigns with the company. Cuisine Solutions, through its
international relationships, is also pursuing the same marketing campaigns in
Europe where cultures embrace chefs in an even higher level of celebrity status.
LODGING/FOOD SERVICE:
The Lodging/Food Service channel sales has enjoyed 39.6% YTD growth during
fiscal 2000. The fiscal 2000 strategy involves the continued growth to the hotel
banquet customer group, but additional focus on special events. Special events
are large events such as the Super Bowl, PGA Tournament, World Cup, NASCAR
Races, and Olympics. The company is positioning itself as the premier supplier
to these and other events and already has a successful track record in those
mentioned. In addition to special events, the Food Service Management Group has
been working with large contract food service groups that provide meals to
health care organizations, company cafeterias, schools and other institutions.
The Cuisine Solutions consistency, quality and labor savings provide attractive
opportunities to these organizations. An example of these efforts include two
items already approved for Marriott Sodexho Services for delivery to their
health care units, that continue to expand. Cuisine Solutions feels these
strategic partnerships are essential to aggressive growth in this sales channel.
Management expects the sales growth to continue at same or higher rates for the
balance of fiscal 2000.
ON BOARD SERVICES
17
<PAGE> 18
On Board Services has enjoyed aggressive growth during YTD 2000 and
management expects the growth rates to grow through the balance of fiscal 2000.
Key growth areas include an aggressive roll-out of the pasta product line now
that the company will have additional capacity, expansion of the passenger rail
programs, penetration into existing key accounts and growth into new accounts.
In addition to domestic growth, the On Board Services Group has already
initiated aggressive campaigns to expand into the European markets now that the
French Acquisition has been completed. Additional high volume opportunities
exist in the On Board services channel via sales to airline economy class.
Management may explore some economy class sales opportunities if excess pasta
production capacity becomes available
Additional key market opportunities involve expansion into harbor cruise lines
that combine fine dining with tourism. An introduction to the market was
initiated during the second quarter of fiscal 2000, resulting in sales in excess
of $200,000. Initial customer feedback has been positive, and during the balance
of fiscal 2000, the On Board Service Team will look for penetration and
expansion into this customer group.
The passenger rail service program has taken off due to the successful execution
of the program by both the Company and customer. Based upon the actual fiscal
year 2000 YTD sales, the Company expects annual sales for the first year of this
program to be approximately $3,200,000, or 32% of the original estimated market
share.
NEW BUSINESS
New Business consists of sales to retail, in-store deli's, home meal
replacement outlets, restaurants, catalogs sales companies and the military.
New Business sales dropped approximately 14.8% during YTD fiscal 2000 versus
the previous year primarily due to decreased sales to a large retail account and
no focused effort to strategically market to these accounts. Since the retail
In-Store Deli offers the opportunity for large volume sales with a limited
product line as well as the benefit of limited sales expense, the company has
decided to pursue an aggressive In-Store Deli program to be initiated in the
fourth quarter of fiscal 2000. Management will be able to determine within one
year if this is a viable market and expects the market study to be self-funding
in the first year.
EUROPE
Norway salmon prices are expected to stabilize during the fourth quarter
of fiscal 2000 and management has already has a price increase in process at a
specified target price. Management will investigate the rationale for contacting
for larger quantities of salmon to obtain protection against future price
fluctuations. Demand for Norwegian salmon is expected to increase since the
Company features salmon as a marquee item globally.
BRAZIL
The Company began its joint venture with Sanoli Industri E Comercio De
Alimentacao LTDA as Cuisine Solutions, Brazil. The facility is under
construction is expected to be completed in Fiscal 2001. The Company's
penetration into the Brazil is in line with the Company's strategy for global
expansion. Management also plans to seize the opportunity that the largest
customer of Cuisine Solution France also has a strong presence in Brazil. The
Company will continue this expansion strategy and search for other strategic
partners in sous vide manufacturing.
FRANCE
The recent Nouvelle Carte acquisition provides many opportunities to the Company
through the ability to have a European Community approved production base in
Europe that offers a wide range of products beyond our former limitation to
salmon from Norway. With this base, Cuisine Solutions can now offer the same
product on flights to the USA as sold on flights from the USA. This allows for
consistency in menu planning, quality controls, reduction of risks, and forges a
strategic partnership in the meal portion of our customers business. This
additional airlines sales potential is in addition to a steady relationship with
major
18
<PAGE> 19
global retailers that were currently purchasing product from Nouvelle Carte. The
Cuisine Solutions On Board services Team is very excited about the opportunities
in Europe, and has already forged strong relationships with the team in France.
19
<PAGE> 20
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.
20
<PAGE> 21
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: May 22, 2000 By: /s/Stanislas Vilgrain
------------- ---------------------
Stanislas Vilgrain
President and CEO
By:/s/Robert Murphy
----------------
Robert Murphy
Vice President and
Chief Financial Officer
By:/s/Carl M. Youngman
-------------------
Carl M. Youngman
Treasurer
By:/s/Michael C. McCloud
---------------------
Michael C. McCloud
Executive Vice President
21
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-24-2000
<PERIOD-START> DEC-12-1999
<PERIOD-END> APR-01-2000
<CASH> 228,000
<SECURITIES> 6,397,000
<RECEIVABLES> 4,964,000
<ALLOWANCES> 0
<INVENTORY> 5,909,000
<CURRENT-ASSETS> 12,584,000
<PP&E> 15,104,000
<DEPRECIATION> (10,027,000)
<TOTAL-ASSETS> 25,212,000
<CURRENT-LIABILITIES> 5,816,000
<BONDS> 1,732,000
0
0
<COMMON> 156,000
<OTHER-SE> 17,508,000
<TOTAL-LIABILITY-AND-EQUITY> 25,212,000
<SALES> 9,601,000
<TOTAL-REVENUES> 9,601,000
<CGS> 8,446,000
<TOTAL-COSTS> 8,446,000
<OTHER-EXPENSES> 2,502,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 56,000
<INCOME-PRETAX> (1,274,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,274,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,274,000)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
