EXHIBIT 99.1
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995-SAFE HARBOR FOR
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a
safe-harbor for forward-looking statements made by public companies. This
safe-harbor protects a company from securities law liability in connection with
forward-looking statements if BRIAZZ complies with the requirements of the
safe-harbor. As a public company, we have relied and will continue to rely on
the protection of the safe harbor in connection with our written and oral
forward-looking statements.
When evaluating our business, you should consider:
- All of the information in this quarterly report;
- The risk factors described in our prospectus dated May 1, 2001; and
- The risk factors described below.
RISKS RELATING TO BRIAZZ
We have a history of losses and anticipate continued losses in the future,
which may have a material adverse effect on our business, our ability to
implement our business strategy and our stock price.
We incurred losses of $1.3 million during the fiscal year ended December
29, 1996, $5.1 million during the fiscal year ended December 28, 1997, $12.5
million during the fiscal year ended December 27, 1998, $15.4 million during the
fiscal year ended December 26, 1999, $6.3 million during the fiscal year ended
December 31, 2000 and $9.18 million during the 39-week period ended September
30, 2001. We had accumulated losses of $46.12 million as of September 30, 2001.
We have reported operating losses since inception and may need to raise
additional capital to fund future operating losses and planned growth. Failure
to achieve profitability, or maintain profitability if achieved, may have a
material adverse effect on our business, our ability to implement our business
strategy and our stock price.
Our growth strategy requires us to open a significant number of new cafes
in our existing markets. If we are not able to achieve this planned expansion,
our business may suffer and we may be unable to achieve or sustain
profitability.
The success of our growth strategy will depend in large part on our
ability to open new cafes and to operate these cafes profitably. We recently
modified our growth plan to defer additional cafe openings until 2002. Our
current growth plan requires us to open at least six cafes during the first
quarter of 2002. We cannot assure you that we will be able to achieve our
expansion goals, that we will operate profitably, or, if we do achieve
profitability, that we will be able to sustain or increase profitability on a
quarterly or annual basis. We estimate that a central kitchen must supply at
least four to six cafes and generate non-cafe sales to achieve positive cash
flow. Any inability to achieve our expansion goals may adversely affect our
financial results or stock price.
The success of our planned expansion will depend upon numerous other
factors, many of which are beyond our control, including our ability to:
- Hire, train and retain qualified operating personnel;
- Identify and obtain suitable cafe sites at favorable lease terms;
- Timely develop new cafes, including our ability to obtain available
construction materials and labor;
- Manage construction and development costs of new cafes;
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- Develop sufficient sales volumes through our cafes and other
distribution channels to support our central kitchens;
- Secure required governmental approvals and permits, and comply with
ongoing and changing regulatory requirements; and
- Compete successfully in our markets.
In the past, we have closed cafes because they did not generate sufficient
revenues and we cannot assure you that additional cafes will not be closed. The
closing of a significant number of cafes would have an adverse impact on our
reputation, operations and financial results.
We may not be successful in implementing our business strategy, which
would impede our growth and operating results.
Our business strategy is to focus our retail expansion on cafes in amenity
locations (i.e., office buildings where the competition is limited or where we
are the only food supplier), maintain our current cafe locations and expand our
box lunch and catering distribution capabilities to serve locations outside the
core metropolitan areas in which we operate. Our ability to implement this
business strategy depends on our ability to:
- Identify and lease amenity locations suitable for new cafes;
- Increase our brand recognition in our existing markets; and
- Manage growth in administrative overhead and distribution costs
likely to result from the planned expansion of our retail and non-retail
distribution channels.
Any inability to implement our business strategy would have a material
adverse impact on our operating results.
Any inability to manage our growth effectively could adversely affect our
operating results.
Failure to manage our growth effectively could harm our business. We have
grown significantly since our inception and intend to grow substantially in the
future. We have increased the number of our cafes from two cafes as of December
31, 1996 to 43 cafes currently and we anticipate opening several new cafes in
2002. Our existing cafe management systems, financial and management controls
and information systems may not be adequate to support our planned expansion.
Our ability to manage our growth effectively will require us to continue to
expend funds to improve these systems, procedures and controls, which we expect
will increase our operating expenses and capital requirements. For instance, we
intend to begin the process of upgrading some of our information systems in
2001, which is potentially disruptive and will require additional training of
our personnel. In addition, we must effectively expand, train and manage our
work force. We cannot assure you that we will be able to respond on a timely
basis to all of the changing demands that our planned expansion will impose on
management and on our existing systems, procedures and controls. In addition, we
cannot assure you that we will be able to continue to improve our information
systems and financial controls or to manage other factors necessary for us to
achieve our growth strategy. For any of these reasons, we could lose
opportunities or overextend our resources, which could adversely affect our
operating results.
If we are unable to continue leasing our retail locations or obtain
acceptable leases for new cafes, our business may suffer.
All of our 43 cafe locations are on leased premises. If we are unable to
renew our leases on acceptable terms, or if we are subject to substantial rent
increases, our business could suffer. Because we compete with other retailers
for cafe sites and because some landlords may grant exclusive rights to
locations to our competitors, we may not be able to obtain new leases or renew
existing leases on acceptable terms. Any inability to renew or obtain leases
could increase our costs and adversely affect our operating results and
brand-building strategy.
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Our restaurant expansion strategy focuses primarily on further penetration
of existing markets. This strategy could cause sales in some of our existing
cafes to decline.
In accordance with our expansion strategy, we intend to open new cafes
primarily in our existing markets. Many of our cafes are situated in
concentrated downtown areas. As a result, the presence of additional cafes in
existing markets may result in diminished sales performance and customer counts
for cafes near the area in which a new cafe opens, due to sales cannibalization.
Tenant turnover and vacancies in office buildings where our cafes are located
could cause our cafe sales to decline.
Our business could suffer as a result of tenant turnover and vacancies.
Many of our cafes are located in office buildings, and office workers are our
target customers. During recent months, vacancies, tenant turnover and tenants
with few office workers have negatively impacted the operations of our cafes,
particularly those cafes located in office buildings in San Francisco and
Seattle, due to the reduction in the number of potential customers in the
building. The risk related to vacancies and tenant turnover is greater in office
buildings with larger tenants, where the loss of a single tenant may have a
greater impact on that cafe's sales.
Our business does not generate the cash needed to finance our operations,
and we may need additional financing in the future, which we may be unable to
obtain.
Our business does not currently generate the cash needed to finance our
operations. We may need additional funds to finance our operations, as well as
to enhance our operations, fund our expansion and respond to competitive
pressures. We may be unable to obtain financing on terms favorable to us, if at
all. Poor financial results, unanticipated expenses or unanticipated
opportunities that require financial commitments could give rise to additional
financing requirements sooner than we expect. If we raise additional funds
through the issuance of equity or convertible debt securities, the percentage
ownership of our existing shareholders would be reduced, and these securities
might have rights, preferences or privileges senior to those of our common
stock. If adequate funds are not available or are not available on acceptable
terms, our ability to enhance our operations, fund our expansion, respond to
competitive pressures or take advantage of business opportunities would be
significantly limited, and we may need to restrict our operations significantly.
If any of our central kitchens were to close for any reason, we will be
unable to supply our cafes in that geographic market and our business will
suffer.
Our central kitchens produce or distribute substantially all of our food
products for the cafes and wholesale accounts in their geographic regions, as
well as all of the box lunches and catered platters in each region. If any of
our central kitchens were to close for any reason, such as fire, natural
disaster or failure to comply with government regulations, we would be unable to
provide our food products in the areas served by the affected central kitchen.
Our four existing central kitchens are geographically dispersed and none could
supply another market if a central kitchen were to close. Any closure of a
central kitchen, even for a short period of time, would have a material adverse
effect on our operating results.
The loss of one of our major wholesale customers could negatively impact
our results.
For the 39-week period ended September 30, 2001, approximately 12.0% of
our revenue resulted from wholesale and other sales. Our wholesale and other
sales are made to a relatively small number of companies, including, for
example, Quality Food Centers, Inc., a regional grocery store chain, and Tully's
Coffee Corporation, a specialty coffee retailer. During the 39-week period ended
September 30, 2001, we terminated our relationship with Kozmo.com, Inc., an
Internet based customer delivery service, when the company ceased operations,
and Safeway, a grocery store chain, due to lack of profitability. We cannot
assure you that the remainder of our major wholesale customers will continue to
maintain wholesale accounts or that they will successfully maintain or expand
their product offerings. Furthermore, we cannot assure you that our major
wholesale customers will not exit our existing markets. The loss of any of our
other major wholesale customers could harm our business.
We are substantially dependent on third-party suppliers and distributors
and the loss of any one of them could harm our operating results.
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We are substantially dependent on a small number of suppliers and
distributors for our products, including suppliers of meat, breads and soups.
Our major distributor Sysco Corporation, which procures from our suppliers and
delivers to us approximately a third of our ingredients and packaging products.
Any failure or delay by any of these suppliers or distributors to deliver
products to our central kitchens, even for a short period of time, would impair
our ability to supply our cafes and could harm our business. We have limited
control over these third parties, and we cannot assure you that we will be able
to maintain satisfactory relationships with any of them on acceptable commercial
terms. Nor can we assure you that they will continue to provide food products
that meet our quality standards. Our relationships with our suppliers are
generally governed by short-term contracts. If any of these relationships were
to terminate unexpectedly, we may have difficulty obtaining adequate quantities
of products of the same quality at competitive prices in a timely fashion, which
could limit our product offerings or our ability to adequately supply our cafes
and could adversely affect our operating results.
If we fail to further develop and maintain our brand, our business could
suffer.
We believe that maintaining and developing our brand is critical to our
success and that the importance of brand recognition may increase as a result of
competitors offering products similar to ours. We intend to increase our
marketing expenditures to create and maintain brand loyalty and increase
awareness of our brand. If our brand-building strategy is unsuccessful, these
expenses may never be recovered, and we may be unable to increase or maintain
our revenues.
Our success in promoting and enhancing the BRIAZZ brand will also depend
on our ability to provide customers with high-quality products and customer
service. We cannot assure you that consumers will perceive our products as being
of high quality. If they do not, the value of our brand may be diminished and,
consequently, our ability to implement our business strategy may be adversely
affected.
If our customers do not perceive pre-packaged sandwiches and salads as
fresh and desirable, or if they would prefer made-to-order food items, our
operating results will suffer.
Our business strategy focuses on pre-packaged food items. All of our
salads and most of our sandwiches are prepared and assembled in our central
kitchens and sold as pre-packaged items. Unlike delicatessens, our cafes
generally do not add or omit specific ingredients to or from food items at the
customer's request. If customers prefer custom prepared items over pre-packaged
items, or if they do not perceive pre-packaged sandwiches and salads as fresh
and desirable, we may be unsuccessful in attracting and retaining customers,
causing our operating results to suffer.
Our business could be harmed by litigation or publicity concerning food
quality, health and other issues, which may cause customers to avoid our
products and result in liabilities.
Our business could be harmed by litigation or complaints from customers or
government authorities relating to food quality, illness, injury or other health
concerns or operating issues. Because we prepare most of our food products for
each geographic market in a central kitchen, health concerns surrounding our
food products, if raised, may adversely affect sales in all of our cafes in that
market. Adverse publicity about such allegations may negatively affect our
business, regardless of whether the allegations are true, by discouraging
customers from buying our products. Because we emphasize the freshness and
quality of our products, adverse publicity relating to food quality or similar
concerns may affect us more than it would food service businesses that compete
primarily on other factors. Such adverse publicity could damage our reputation
and divert the attention of our management from other business concerns. We
could also incur significant liabilities if a lawsuit or claim resulted in an
adverse decision or in a settlement payment, and incur substantial litigation
costs regardless of the outcome of such litigation.
Our quarterly operating results may fluctuate and could fall below
expectations of securities analysts and investors, resulting in a decline in our
stock price following this offering.
Our quarterly and yearly operating results have varied in the past, and we
believe that our operating results will continue to vary in the future. For this
reason, you should not rely on our operating results as indications of future
performance. In future periods, our operating results may fall below the
expectations of securities analysts and investors, causing the trading price of
our common stock to fall. In addition, most of our expenses, such as
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employee compensation and lease payments for facilities and equipment, are
relatively fixed. Our expense levels are based, in part, on our expectations
regarding future sales. As a result, any shortfall in sales relative to our
expectations may cause significant decreases in our operating results from
quarter to quarter, cause us to fail to meet the expectations of securities
analysts and investors and result in a decline in our stock price.
Our cafes are currently located in four geographic markets. As a result,
we are highly vulnerable to negative occurrences in those markets.
We currently operate our cafes in the Seattle, San Francisco, Chicago and
Los Angeles markets. As a result, we are susceptible to adverse trends and
economic conditions in these markets. In addition, given our geographic
concentration, negative publicity regarding any of our cafes, or other regional
occurrences such as local strikes, earthquakes or other natural disasters, in
these markets may have a material adverse effect on our business and operations.
In San Francisco and Seattle, where two of our central kitchens are
located, are currently experiencing lower office vacancy rates. As a result, if
we cannot increase sales in those market, then we may have delays in store opens
and business will suffer.
Our food preparation and presentation methods are not proprietary, and
therefore competitors may be able to copy them, which may harm our business.
We consider our food preparation and presentation methods, including our
food product packaging, box lunch packaging and design of the interior of our
cafes, essential to the appeal of our products and brand. Although we consider
our packaging and store design to be essential to our brand identity, we have
not applied to register all trademarks or trade dress in connection with these
features, and therefore cannot rely on the legal protections provided by
trademark registration. Because we do not hold any patents for our preparation
methods, it may be difficult for us to prevent competitors from copying our
methods. If our competitors copy our preparation and presentation methods, the
value of our brand may be diminished and our market share may decrease. In
addition, competitors may be able to develop food preparation and presentation
methods that are more appealing to consumers than our methods, which may also
harm our business. We may be unsuccessful in developing new product lines or new
distribution channels for our products, which may harm our business.
We frequently review and evaluate new product lines and new distribution
channels for our products. We may, however, be unable to successfully implement
any new product lines or distribution channels after having dedicated
considerable management time and financial resources to them. In the past, we
distributed our products through Safeway, Ralph's, Dominick's, and Costco
grocery stores. We also developed a line of dinner foods for home meal
replacement that was tested through one of our Seattle cafes. These attempts
were unsuccessful and have been discontinued. Inability to successfully develop
new product lines or new distribution channels in the future could slow our
growth and divert management's attention from other areas of our business.
We depend on the expertise of key personnel. If any of these individuals
were to leave, our business may suffer.
We are dependent to a large degree on the services of Victor D. Alhadeff,
our Chairman of the Board and Chief Executive Officer, and C. William Vivian,
our President and Chief Operating Officer and a director. Our operations may
suffer if we were to lose the services of either of these individuals, either of
whom could leave BRIAZZ at any time. In addition, competition for qualified
management in our industry is intense. Many of the companies with which we
compete for experienced management personnel have greater financial and other
resources than we do. Three of our customers account for a significant portion
of our accounts receivable balance. The failure of any of these customers to pay
its account may harm our operating results.
Three of our customers accounted for an aggregate of approximately 59% of
our accounts receivable balance as of December 31, 2000. Quality Food Centers,
Inc. accounted for 27%, Safeway Inc. accounted for 20% and Tully's Coffee
Corporation accounted for 12% of this balance. We anticipate that we will
continue to extend credit to Quality Food Centers, Tully's and other customers.
We no longer distribute products through Safeway. The failure of any one of
these customers to pay its account, now or in the future, may harm our operating
results.
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RISKS RELATING TO OUR INDUSTRY
Our operations are susceptible to changes in food and supply costs, which
could adversely affect our margins.
Our profitability depends, in part, on our ability to anticipate and react
to changes in food and supply costs. Our purchasing staff negotiates prices for
all of our ingredients and supplies based upon current market prices. Various
factors beyond our control, including, for example, governmental regulations,
rising energy costs and adverse weather conditions, may cause our food and
supply costs to increase. We cannot assure you that we will be able to
anticipate and react to changing food and supply costs by adjusting our
purchasing practices. Any failure to do so may adversely affect our operating
results.
If we face increased labor costs or labor shortages, our growth and
operating results may be adversely affected.
Labor is a primary component in the cost of operating our business. As of
December 31, 2000, we employed 94 salaried and 482 hourly employees. We expend
significant resources in recruiting and training our managers and employees.
Employee turnover for fiscal 2000 was approximately 147% for hourly employees
and 54% for salaried employees. If we face increased labor costs because of
increases in competition for employees, the federal minimum wage or employee
benefits costs (including costs associated with health insurance coverage), or
unionization of our employees, our operating expenses will likely increase and
our growth may be adversely affected. In addition, any increases in employee
turnover rates are likely to lead to additional recruiting and training costs.
Our success depends upon our ability to attract, motivate and retain a
sufficient number of qualified employees, including cafe managers and kitchen
staff, to keep pace with our growth strategy. Qualified persons to fill these
positions are in short supply in the markets in which we operate. Any inability
to recruit and retain sufficient numbers of employees may delay or prevent the
anticipated openings of new cafes or central kitchens.
Competition in our markets may result in price reductions, reduced margins
or the inability to achieve market acceptance for our products.
The market for lunch and breakfast foods in the geographic markets where
we operate is intensely competitive and constantly changing. We may be unable to
compete successfully against our current and future competitors, which may
result in pricing reductions, reduced margins and the inability to achieve
market acceptance for our products.
Many businesses provide services similar to ours. Our competitors include
sandwich shops, company cafeterias, delicatessens, pushcart vendors, fast food
chains, and catering companies. Pret a Manger has successfully executed a
concept similar to ours in Great Britain and has recently opened two stores in
New York City. In addition, Pret a Manger recently announced that it has
received a significant equity investment from McDonald's Corporation. Pret a
Manger may expand its operations to markets in which we operate or expect to
enter and it may serve as a model for other competitors to enter into markets in
which we operate or expect to enter. Many of our competitors have significantly
more capital, research and development, manufacturing, distribution, marketing,
human and other resources than we do. As a result, they may be able to adapt
more quickly to market trends, devote greater resources to the promotion or sale
of their products, receive greater support and better pricing terms from
independent distributors, initiate or withstand substantial price competition,
or take advantage of acquisition or other opportunities more readily than we
can.
We may be subject to product liability claims, which may adversely affect
our operations.
We may be held liable or incur costs to settle liability claims if any of
the food products we prepare or sell cause injury or are found unsuitable during
preparation, sale or use. Although we currently maintain product liability
insurance, we cannot assure you that this insurance is adequate, and, at any
time, it is possible that such insurance coverage may cease to be available on
commercially reasonable terms, or at all. A product liability claim could
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result in liability to us greater than our total assets or insurance coverage.
Moreover, product liability claims could have an adverse impact on our business
even if we have adequate insurance coverage.
Changes in consumer preferences or discretionary consumer spending could
negatively impact our results.
Our success depends, in part, upon the popularity of our food products and
our ability to develop new menu items that appeal to consumers. Shifts in
consumer preferences away from our cafes or away from our cuisine, our inability
to develop new menu items that appeal to consumers, or changes in our menu that
eliminate items popular with some consumers could harm our business. Also, our
success depends to a significant extent on numerous factors affecting
discretionary consumer spending, including economic conditions, disposable
consumer income and consumer confidence. Adverse changes in these factors could
reduce customer traffic or impose practical limits on pricing, either of which
could harm our business.
Inability to obtain regulatory approvals, or to comply with ongoing and
changing regulatory requirements, for our central kitchens or cafes could
restrict our business and operations.
Our central kitchens and our cafes are subject to various local, state and
federal governmental regulations, standards and other requirements for food
storage, preparation facilities, food handling procedures, other good
manufacturing practices requirements and product labeling. We are also subject
to license and permit requirements relating to health and safety, building and
land use and environmental protection. If we encounter difficulties in obtaining
any necessary licenses or permits or complying with these ongoing and changing
regulatory requirements:
- The opening of new cafes or central kitchens could be delayed;
- Existing cafes or central kitchens could be closed temporarily or
permanently; or
- Our product offerings could be limited.
The occurrence of any of these problems could harm our operating results.
Based on the nature of our existing operations, continuous inspection is
required by the U.S. Department of Agriculture at our Seattle central kitchen. A
USDA inspector visits our Seattle central kitchen on a daily basis and all
regulated product is inspected and passed by the USDA, as reflected by the USDA
mark of inspection. Loss of this USDA approval without replacing supplies from
USDA-approved facilities would reduce the types of food products that could be
sold to our wholesale accounts, which could adversely affect our operating
results.
RISKS RELATING TO OUR SECURITIES
Our directors, executive officers and significant shareholders hold a
substantial portion of our stock, which may lead to conflicts with other
shareholders over corporate governance.
Our directors, executive officers and current holders of 5% or more of our
outstanding common stock hold a substantial portion of our stock. These
shareholders, acting together, and Victor D. Alhadeff, acting alone, will be
able to significantly influence all matters requiring shareholder approval,
including the election of directors and significant corporate transactions, such
as mergers or other business combinations. This control may delay, deter or
prevent a third party from acquiring or merging with us, which in turn could
reduce the market price of our common stock.
Our stock price may be volatile because of factors beyond our control, and
you may lose all or a part of your investment.
The market price of our common stock may fluctuate significantly in
response to a number of factors, most of which are beyond our control,
including:
- Changes in securities analysts' recommendations or estimates of our
financial performance;
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- Changes in market valuations of similar companies; and
- Announcements by us or our competitors of significant contracts, new
products, acquisitions, commercial relationships, joint ventures or
capital commitments.
In the past, companies that have experienced volatility in the market
price of their stock have been subject to securities class action litigation. A
securities class action lawsuit against us, regardless of its merit, could
result in substantial costs and divert the attention of our management from
other business concerns, which in turn could have a materially adverse impact on
our financial results.
Our articles of incorporation, bylaws and the Washington Business
Corporation Act contain anti-takeover provisions which could discourage or
prevent a takeover, even if an acquisition would be beneficial to our
shareholders.
Provisions of our amended and restated articles of incorporation and
bylaws could make it more difficult for a third party to acquire us, even if
doing so would be beneficial to our shareholders. These provisions include:
- Authorizing the issuance of "blank check" preferred stock that could
be issued by our board of directors, without shareholder approval, to
increase the number of outstanding shares or change the balance of voting
control and thwart a takeover attempt;
- Prohibiting cumulative voting in the election of directors, which
would otherwise allow less than a majority of shareholders to elect
directors;
- Limiting the ability of shareholders to call special meetings of
shareholders; and
- Prohibiting shareholder action by non-unanimous written consent and
requiring all shareholder actions to be taken at a meeting of our
shareholders.
In addition, Chapter 23B.19 of the Washington Business Corporation Act and
the terms of our stock option plan may discourage, delay or prevent a change in
control which you may favor.
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