Monterey Gourmet Foods (MM) (PSTA) ニュース

Wolf Haldenstein Investigating Monterey Gourmet Foods, Inc. Proposed Acquisition

Attorney Advertising. The law firm of Wolf Haldenstein Adler Freeman & Herz LLP is investigating possible breaches of fiduciary duty by the Board of Directors of Monterey Gourmet Foods, Inc. (“Monterey” or the “Company”) (NASDAQ:PSTA) arising out of the proposed acquisition of Monterey by Pulmuone U.S.A., Inc. (“Pulmuone”).

On October 8, 2009, Monterey announced that it will be acquired by Pulmuone in an all cash offer. Under the terms of the agreement, Monterey stockholders will receive cash of $2.70 in exchange for each share of Monterey common stock. However, the Company may not have adequately shopped itself around before entering into this transaction and, pursuant to this proposed transaction, Pulmuone may be underpaying for Monterey, thus unlawfully harming Monterey shareholders.

Wolf Haldenstein has been representing individual and institutional investors for many years, serving as lead counsel in numerous cases in U.S. federal and state courts. Please visit the Wolf Haldenstein website (http://www.whafh.com) for more information about the firm.

If you own Monterey common stock and you wish to discuss this matter with us, or have any questions concerning your rights and interests with regard to this matter, please contact:
Gustavo Bruckner or Derek Behnke
Wolf Haldenstein Adler Freeman & Herz LLP
270 Madison Avenue
New York, New York 10016
Phone Numbers: (800) 575-0735
(212) 545-4600
Email:

bruckner@whafh.com


Classmember@whafh.com

Website: http://www.whafh.com
Attorney Advertising. Prior Results Do Not Guarantee A Similar Outcome.

Going higher
MK

Yeah, did you see AIPC
look at 1 yr chart
MK

Food companies seem to do OK in down years... I don't own this one now but did make some lunch money with it... LOL
I need to peek again at it.

No debt not bad in these times
MK

11/8/07 earnings Monterey Gourmet Foods Continues to Record Year-Over-Year Improvements

Monterey Gourmet Foods (NASDAQ: PSTA) today announced third quarter operating profit of $413,000 compared to an operating loss of ($3,955,000) for the third quarter of 2006. The Company also reported net income of $279,000 or $.02 per share compared to a net loss of ($3,872,000) or ($.22) per share in the third quarter 2006 -- a net improvement of $4,151,000. The Company also reported net revenues of $24.5 million compared to $22.1 million for the third quarter 2006 -- an 11% improvement.

Eric Eddings, President/CEO of Monterey Gourmet Foods, explained, "We are pleased to report continued improvement in revenues, profits, and working capital. When compared to the third quarter 2006, our third quarter 2007 revenues increased by $2.4 million; our income before taxes grew by $4.4 million; and our net income grew by $4.2 million. Our third quarter 2006 net loss was impacted by $3.2 million intangible asset impairment charge. In addition, our working capital increased by $1.3 million to $14.7 million. Key brands contributing to our revenue growth were Monterey Pasta and Casual Gourmet branded products, which were up 45 percent and 49 percent respectively in net revenues."

Commenting further, Mr. Eddings noted that "Selling, General and Administrative expenses as a percent of net revenues for the third quarter 2007 were 25.3 percent compared to 32.5 percent for the third quarter 2006, which continues to reflect our cost savings initiatives that we implemented starting in September of last year. We continue to make process improvements throughout our business and keep our product lines fresh as we introduce new items within our culinary expertise."

Mr. Eddings also stated that "we continue to work toward meeting our goals regarding our talent improvement and our ability to accomplish pre-established goals. Our new products are doing well in the market place as reflected by the fact that 10% of our year to date revenues have been generated by new products. Our aggressive launch of organic and made with organic pastas continues to exceed our internal and external expectations, including criteria established by some of our largest customers. In addition the re-launch of our retail pasta packaging, which includes enhancements to our graphics and brand identity as well as a significant reduction in packaging material, has been met with great enthusiasm by our trade partners. This also demonstrates our ability to quickly execute on key branding and cost savings initiatives. We are also very excited about the new item introductions of our Casual Gourmet Chicken Meatballs and our Emerald Valley Kitchen Edamame Spreads. Both of these new categories are being presented by our national sales teams and will make significant contributions to the respective brands future growth."

In conclusion, Eddings emphasized that "while we still have challenges ahead, we have overcome many challenges, which we believe create significant momentum for the future benefit of our shareholders."

MORE ABOUT MONTEREY GOURMET FOODS (PSTA)

Monterey Gourmet Foods manufactures USDA inspected, fresh gourmet refrigerated food products at its integrated 133,000 square foot corporate headquarters, distribution, and manufacturing facilities in Salinas (Monterey County), Calif.; Seattle, Wash.; and Eugene, Ore. Monterey Gourmet Foods has national distribution of its products in more than 10,000 retail and club stores throughout the United States and selected regions of Canada, the Caribbean, Latin America, and Asia Pacific. For more information about Monterey Gourmet Foods, visit www.MontereyGourmetFoods.com.

This press release contains forward-looking statements concerning unannounced results of operations for the most recent quarter and sales for future periods including without limitation such phrases and terms as "create significant momentum." These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain, and investors must recognize that actual results may differ from those expressed or implied in the forward-looking statements. Consequently, the Company wishes to caution readers not to place undue reliance on any forward-looking statements. Among the factors that could cause Monterey Gourmet Foods' actual results to differ from such forward-looking statements are the following: (i) the process associated with the integrations of all the Company's brands, plants and sales force, (ii) a significant reduction of sales to two major customers currently comprising a majority of total revenues, (iii) the retention of newly acquired customers including achieving volume projections for these new customers, (iv) the Company's ability to achieve improved production efficiencies, (v) the timely and cost-effective introduction of new products in the coming months, (vi) the utilization of the recently-completed plant expansion and the increased fixed costs associated with increased plant capacity, (vii) retention of key personnel and retention of key management, (viii) the risks inherent in food production, (ix) intense competition in the market in which the Company competes and (x) Monterey Gourmet Foods' ability to source competitively priced raw materials to achieve historical operating margins. In addition, the Company's results may also be affected by general factors, such as economic conditions, political developments, interest and inflation rates, accounting standards, taxes, and laws and regulations in markets where the Company competes.

The Company has provided additional information regarding risks associated with the business in the Company's Annual Report on Form 10-K for fiscal 2006, its Proxy Statement for its June 22, 2007 Annual meeting of Shareholders, and Forms 8-K filed on February 21, 2007, April 27, 2007, May 11, 2007 and August 13, 2007. The Company undertakes no obligation to update or revise publicly, any forward-looking statements whether as a result of new information, future events or otherwise.




MONTEREY GOURMET FOODS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands of dollars)


September 30, December 31,
2007 2006
------------- -------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 5,415 $ 4,281
Accounts receivable, net 9,067 9,958
Inventories 7,908 7,574
Deferred tax assets - current 103 793
Prepaid expenses and other assets 1,197 807
------------- -------------

Total current assets 23,690 23,413

Property and equipment, net 14,402 15,303
Deferred tax assets - long term 3,086 3,315
Deposit and other 171 174
Intangible assets, net 6,575 7,052
Goodwill 13,211 13,211
------------- -------------

Total assets $ 61,135 $ 62,468
============= =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,540 $ 7,835
Accrued liabilities 2,371 3,064
Current portion of long-term debt 72 1,018
------------- -------------

Total current liabilities 8,983 11,917
Long-term debt 71 129
Minority interest 159 159

Stockholders' equity:
Preferred stock, $.001 par value,
1,000,000 shares authorized, none
outstanding - -
Common stock, $.001 par value, 50,000,000
shares authorized, 17,356,976 and 17,307,647
issued and outstanding 17 17
Additional paid-in capital 60,414 59,796
Accumulated deficit (8,509) (9,550)
------------- -------------
Total stockholders' equity 51,922 50,263
------------- -------------
Total liabilities and stockholders'
equity $ 61,135 $ 62,468
============= =============



MONTEREY GOURMET FOODS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands of dollars except earnings per share numbers and share
totals)


Three Months Ended Nine Months Ended
---------------------- ----------------------
September September September September
30, 2007 30, 2006 30, 2007 30, 2006
---------- ---------- ---------- ----------

Net revenues $ 24,458 $ 22,090 $ 73,702 $ 67,649
Cost of sales 17,835 15,711 53,409 47,527
---------- ---------- ---------- ----------

Gross profit 6,623 6,379 20,293 20,122
Selling, general and
administrative expenses 6,184 7,174 18,641 20,126
Impairment of intangible
assets - 3,160 - 3,160
(Loss) gain on disposition
of assets (26) - (38) 13
---------- ---------- ---------- ----------
Operating income (loss) 413 (3,955) 1,614 (3,151)

Other income, net 4 - 8 2
Interest income (expense),
net 43 16 109 (379)
---------- ---------- ---------- ----------

Income (loss) before income
taxes 460 (3,939) 1,731 (3,528)
Income tax (provision)
benefit (181) 67 (690) (98)
---------- ---------- ---------- ----------

Net income (loss) $ 279 $ (3,872) $ 1,041 $ (3,626)
========== ========== ========== ==========

Basic income (loss) per
share $ 0.02 $ (0.22) $ 0.06 $ (0.23)
Diluted income (loss) per
share $ 0.02 $ (0.22) $ 0.06 $ (0.23)

Primary shares outstanding 17,343,270 17,274,188 17,327,988 15,704,909

Diluted shares outstanding 17,426,504 17,274,188 17,460,402 15,704,909



MONTEREY GOURMET FOODS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands of dollars)


Nine Months Ended
----------------------------
September 30, September 30,
2007 2006
------------- -------------
Cash flows from operating activities:
Net income (loss) $ 1,041 (3,626)
Adjustments to reconcile net income to net
cash provided by
operating activities:
Deferred income taxes 919 99
Depreciation and amortization 2,185 2,236
Impairment of intangible assets - 3,160
Provisions for allowances for bad
debts, returns, adjustments and spoils 3,561 3,669
Provisions for inventory allowances 183 515
Stock based compensation expense 552 433
Loss on disposition of assets 38 -
Changes in assets and liabilities:
Accounts receivable (2,670) (1,597)
Inventories (517) (865)
Prepaid expenses and other (387) (56)
Accounts payable (1,295) 1,509
Accrued liabilities (693) 527
------------- -------------
Net cash provided by operating
activities 2,917 6,004
------------- -------------

Cash flows from investing activities:
Purchase of property and equipment (845) (2,150)
Acquisition of businesses net of cash and
minority interest - (25)
------------- -------------
Net cash used in investing activities (845) (2,175)
------------- -------------

Cash flows from financing activities:
Bank overdraft - (1,507)
Repayment of line of credit - (3,000)
Repayment of debt (978) (7,949)
Repayment of capital lease obligations (26) (20)
Proceeds from issuance of common stock 66 12,478
------------- -------------
Net cash (used in) provided by financing
activities (938) 2
------------- -------------

Net increase in cash and cash equivalents 1,134 3,831

Cash and cash equivalents, beginning of
period 4,281 330
------------- -------------
Cash and cash equivalents, end of period $ 5,415 $ 4,161
============= =============


September 30, September 30,
2007 2006
Cash payments: ------------- -------------
Interest $ 54 $ 488
Income Taxes $ 55 $ 6
Non-cash investing and financing activities:
Issuance of stock for acquisition of
business $ - $ 1,186
Capital lease obligations $ - $ 19


CONTACT:

Eric Eddings
Chief Executive Officer
Email Contact

Scott Wheeler
Chief Financial Officer
Email Contact

Monterey Gourmet Foods, Inc.
1528 Moffett Street
Salinas, California 93905
831/753-6262

Source: Marketwire (November 8, 2007 - 7:00 AM EST)

Ready for improved ttms
next 10Q before 11/15

Target 30% margins