CUISINE SOLUTIONS INC ITEM 1A RISK FACTORS The following risk factors should be read carefully in connection with evaluating the Company’s business and the forward-looking information contained in this Annual Report on Form 10-K Any of the following risks could materially adversely affect the Company’s business, operating results, financial condition and the actual outcome of matters as to which forward-looking statements are made in this Annual Report on Form 10-K While the Company believes it has identified and discussed below the key risk factors affecting its business, there may be additional risks and uncertainties that are not presently known or that are not currently believed to be significant that may adversely affect the Company’s business, performance or financial condition in the future |
9 _________________________________________________________________ The Company’s foreign operations subject it to a number of risks |
In fiscal year 2006, 30dtta6prca of the Company’s sales were generated in foreign countries |
The Company’s foreign operations are subject to the risks described in this section, as well as risks related to fluctuations in the value of the US Dollar as compared to the local currencies, economic and political uncertainties in such countries |
The Company’s subsidiaries generally conduct their businesses in local currency and, for purposes of financial reporting, their results are translated into US Dollars based on average exchange rates prevailing during a reporting period |
During times of a strengthening US Dollar, the Company’s reported revenues and operating income will be reduced because the local currency will be translated into fewer US dollars |
As a result, the foreign exchange fluctuations could adversely affect the Company’s profitability |
Increases in interest rates may have an adverse impact on the Company’s profitability |
The Company has total outstanding short-term borrowings of dlra1cmam000cmam000 which accrue interest at a variable rate based on prevailing interest rates (8dtta5prca as of June 24, 2006) |
The Company has not used derivative financial instruments to hedge its interest rate exposure |
Therefore, the Company cannot assure that future interest rate increases will not have a negative impact on its business, financial position or operating results |
Fluctuation in the availability and price of raw materials may increase the Company’s operating costs, resulting in an adverse impact on the Company’s margins |
The Company purchases certain raw materials that are subject to availability and price fluctuations caused by seasonality, weather and other factors |
While the movements of raw material costs and the fluctuation of availability are uncertain in fiscal 2005, the Company developed strategic purchasing programs to purchase its raw materials from a number of different suppliers internationally with annual arrangements |
However, the implementation of these strategies might not effectively limit or eliminate the exposure to a decline in operating results due to changes in raw material prices and availability |
Therefore, the Company cannot assure you that future costs and availability fluctuations in raw material will not have a negative impact on its margins, which could harm the Company’s business, financial position or results of operations |
The Company does not enter into long term contracts with its customers, and the loss of one or more significant customers could have a material adverse impact on the Company’s business, results of operations and financial condition |
A large portion of Cuisine Solutions’ revenue has traditionally come from the supply of its products to travel-related customers |
In fiscal year 2002 and 2003, the Company’s sales declined tremendously as the travel-related industries experienced a major set back in the wake of the September 11, 2001 terrorist attacks |
Since fiscal 2004, Cuisine Solutions has made a concerted effort to diversify its sales into other sales channels |
Growth in those areas continues to reduce the Company’s dependency on the travel industry |
However, the success in implementing this diversification strategy might not limit or eliminate the risk of concentration of sales to certain number of customers |
In fiscal 2006, one Military distributor and one Retail customer replaced retail customers as the Company’s two largest customers |
Generally, the Company does not enter into long term supply contracts with its customers and, as a result, these customers may generally discontinue purchasing the Company’s products at any time |
For example, the Company cannot guarantee that the Army will continue to purchase the items from the Company since the length of time that US troops will remain in the war zones can not be anticipated |
The Company is exposed to a number of risks associated with food production, any of which could result in a material adverse effect on the Company |
The Company faces all of the risks inherent in the production and distribution of frozen food products, including contamination, adulteration, spoilage, and the associated risks of product liability litigation, which may occur even with an isolated event |
Although the Company has modern production facilities, has obtained the governmental approvals that it believes are required for its operations, and employs what it believes are the necessary processes and equipment in order to insure food safety, there can be no assurance that the Company’s procedures will be adequate to prevent the occurrence of such events |
Claims alleging problems with the Company’s products, whether or not successful, would likely be expensive to defend, distract management’s attention and could potentially expose the Company to significant liabilities |
Although the Company maintains insurance to protect itself against such liabilities, these policies are subject to exclusions and limitations, and there can be no assurance that such insurance would be sufficient to satisfy such liabilities |
In any event, regardless of the merit or ultimate success of any claims, such accusations could significantly harm the Company’s reputation, thereby leading to a material adverse effect on the Company’s sales and results of operations |
The markets in which the Company competes are highly competitive |
The food industry is highly competitive |
While the Company currently faces little direct competition in the US from very large competitors in the premium, fully cooked, frozen food market, these potential competitors could choose to enter the Company’s markets |
Such company’s are larger and have access to significantly greater financial and other resources than the Company |
If large food companies elect to enter the premium markets in which the Company competes, they could outspend the Company and decrease the Company’s market share and potentially drive down prevailing prices in these markets, which would have a material adverse impact on the Company’s results of operations |
10 _________________________________________________________________ The Company depends on common carriers to deliver its products, and the disruption of such delivery channels could have an adverse impact on the Company’s ability to deliver its products to market |
Logistics and other transportation-related costs have a significant impact on the Company’s earnings and results of operations |
The Company uses multiple forms of transportation to bring its products to market |
They include trucks, planes, rail cars, and ships |
Disruption to the timely supply of these services or increases in the cost of these services for any reason, including availability or cost of fuel, regulations affecting the industry, or labor shortages in the transportation industry, could have an adverse effect on the Company’s ability to serve its customers, and could have a material adverse effect on the Company’s financial performance |
As a food company, we are required to comply with many federal, state and local laws and regulations, and the failure to comply with applicable laws could have a material adverse impact on the Company’s reputation and results of operations |
The company’s facilities and products are subject to many laws and regulations administered by the United States Department of Agriculture, the Federal Food and Drug Administration, and other federal, state, local, and foreign governmental agencies relating to the processing, packaging, storage, distribution, advertising, labeling, quality, and safety of food products |
The Company’s failure to comply with applicable laws and regulations could subject it to administrative penalties and injunctive relief, civil remedies, including fines, injunctions and recalls of its products, and negative publicity |
Our future financial performance is subject to a number of additional uncertainties, any of which could have a material adverse impact on the Company’s business, results of operations and financial condition |
The Company’s ability to generate cash to meet its expenses and debt service obligations and to otherwise reduce its debt as anticipated will depend on its future performance, which will be affected by financial, business, economic, legislative, regulatory and other factors, including potential changes in consumer preferences, the success of product and marketing innovation and pressure from competitors |
Many of these factors are beyond the Company’s control |
Any factor that negatively affects the Company’s results of operations, including its cash flow, may also negatively affect its ability to pay the principal and interest on its outstanding debt |
If the Company is unable to reduce its debt as anticipated, its interest expense could be materially higher than anticipated and its financial performance could be adversely affected |
If the Company does not have enough cash to pay its debt service obligations, it may be required to amend its credit facility or indentures, refinance all or part of its existing debt, sell assets, incur additional indebtedness or raise equity |
The Company cannot assure you that it will be able, at any given time, to take any of these actions on terms acceptable to it or at all |
The market price of the Company’s common stock may fluctuate significantly for reasons beyond the Company’s control and potentially unrelated to the Company’s performance |
The market price and marketability of the Company’s common stock may from time to time be significantly affected by numerous factors, including many over which the Company has no control and that may not be directly related to the Company |
These factors include the following: • price and volume fluctuations in the stock market from time to time, which are often unrelated to the operating performance of particular companies; • significant volatility in the market price and trading volume of shares of food companies, which is not necessarily related to the operating performance of these companies; • changes in regulatory policies; • changes in the Company’s earnings or variations in the Company’s operating results; • any shortfall in the Company’s revenue or net income or any increase in losses from levels expected by securities analysts; • departure of key personnel of the Company; • operating performance of companies comparable to the Company; • general economic trends and other external factors; • loss of one or more of the Company’s significant customers; and • loss of a major funding source |
Fluctuations in the trading prices of the Company’s shares may adversely affect the liquidity of the trading market for the shares and, if the Company seeks to raise capital through future equity financings, its ability to raise such equity capital |
The market for the Company’s common stock has recently been characterized by relatively low trading volume, and high trading volume could result in a significant decline in the Company’s stock price |
In the past, the market for the Company’s common stock has been characterized by low and somewhat sporadic trading volume, which has in the past led to extreme price volatility |
A large volume of stock being sold into the market at any one time or over a short period of time, or the perception that such events will occur, could cause the Company’s stock price to rapidly decline |
11 _________________________________________________________________ Members of the Vilgrain family and their affiliates control a majority of the Company’s common stock and are able to exert significant control over the Company’s future direction |
Members of the Vilgrain family and their affiliates together control approximately 59dtta8prca of the Company’s outstanding common stock |
As a result, these stockholders, if they act together, are able to exert significant influence, as a practical matter, on all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions |
Additionally, three members of the Vilgrain family serve on the Company’s board of directors, including Stanislas Vilgrain, who also serves as the Company’s chief executive officer |
As a result, this concentration of ownership and representation on the Company’s board of directors and management may delay, prevent or deter a change in control, could deprive the Company’s stockholders of an opportunity to receive a premium for their common stock as part of a sale of the Company or its assets and might reduce the market price of the Company’s common stock |