EX-99.1
3
a05-6621_1ex99d1.htm
EX-99.1
EXHIBIT
99.1
PRESS
RELEASE
Monterey Gourmet Foods, Inc.
528 Moffett Street, Salinas CA 93905
831/753-6262
CONTACT:
Jim Williams, Chief Executive Officer, Ext 118
jimw@montereygourmetfoods.com
Scott Wheeler, Chief Financial Officer, Ext 141 scottw@montereygourmetfoods.com
FOR IMMEDIATE RELEASE
Monterey Gourmet Foods Acquires 80% Ownership in Sonoma Cheese Company
.
Gains
unique products in growing category
.
Continues
diversification and growth strategy in the refrigerated specialty gourmet foods
category
SALINAS, CA (April 11, 2005)
Monterey Gourmet Foods, Inc. (NASDAQ:PSTA) announced today that it has
acquired 80% ownership of Sonoma Foods, Inc., dba Sonoma Cheese Company
(Sonoma), a leading marketer of refrigerated specialty cheese products. Monterey Gourmet Foods (MGF) paid $3.5
million in cash and stock for 80% of the company. Sonoma's two other shareholders retain a
combined 20% interest, and the acquisition agreement provides options for them
to sell their remaining interest after seven years. Sonoma will continue to operate under its
current management with its board of directors augmented by representatives of
MGF.
With annual sales of over $8 million Sonoma markets a variety of
refrigerated branded specialty cheese items, including their flagship products,
Sonoma Jack Cheeses in a variety of flavors. Their products are sold in retail
supermarkets, club stores, and specialty food stores across the US with the
greatest penetration in the Western US markets.
Some of their most popular cheese flavors include Hot Pepper Jack
Cheese, Garlic Jack Cheese, Mediterranean Jack Cheese and Pesto Jack
Cheese. Founded in 1931, Sonoma will be
celebrating 75 years in the cheese business in 2006, and marking its 25
th
year of pioneering Hot Pepper Jack Cheese.
Additional information about Sonoma can be found on its website at
www.sonomajack.com.
Jim Williams, Monterey Gourmet's President and CEO, commented, "Sonoma
represents a valuable addition to Monterey Gourmet Foods. This acquisition supports our growth strategy
in the specialty premium refrigerated food category, and Sonoma's unique
flavored cheeses fit well with today's consumers' interest in unique food
choices."
Mr. Williams continued, "Sonoma Cheese is positioned in the fast
growing gourmet segment of the large cheese category. Like MGF, they compete in the refrigerated
sections of food stores so there are several synergies available between our
companies. We envision expanding the Sonoma
brand and increasing distribution".
Commenting on the Sonoma team, Williams stated, "We are very pleased to
be working with President David Viviani, a third generation cheese maker, and
CEO Marty Adams who bring a long history of successful food industry
experience. They are the right team to
head up our efforts in this new endeavor".
** Continued **
Sonoma's David Viviani commented, "Monterey Gourmet's high quality
products are a great fit with Sonoma Cheeses.
Through this new partnership, we see many opportunities to expand and
strengthen the Sonoma brands".
This press release contains forward-looking statements concerning the effect of Monterey Gourmet Foods'
corporate acquisitions and product innovations on projected sales for future
periods, including without limitation statements including such terms as "supports
our growth strategy", "fast growing", "are positioned in the fast growing
gourmet..... segment", "envision", and "synergies available." 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 Sonoma's operations, processes, and products, (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 in connection with the
introduction of its new packaging and new items, (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
Monterey Gourmet competes and (x)
Monterey Gourmet's ability to source competitively priced raw materials
to achieve historical operating margins.
In addition, Monterey Gourmet'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 Monterey Gourmet competes.
Monterey Gourmet has provided additional information regarding risks
associated with the business in its Annual Report on Form 10-K for
fiscal 2004. Monterey Gourmet Foods
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 manufactures USDA inspected, fresh gourmet
refrigerated food products at its integrated 143,000 square foot corporate
headquarters, distribution, and manufacturing facilities in Salinas, (Monterey
County) California, its organic food production facility in Eugene, Oregon and
its recently acquired facility in Seattle, Washington. Monterey Gourmet Foods has national
distribution of its products in over 9,700 retail and club stores throughout
the United States and selected regions of Canada, the Caribbean, Latin America,
and Asia Pacific.
** End **
2

EX - 99 . 1 3 a05 - 6621 _ 1ex99d1 . htm EX - 99 . 1 EXHIBIT 99 . 1 PRESS RELEASE Monterey Gourmet Foods , Inc . 528 Moffett Street , Salinas CA 93905 831 / 753 - 6262 CONTACT : Jim Williams , Chief Executive Officer , Ext 118 jimw@montereygourmetfoods.com Scott Wheeler , Chief Financial Officer , Ext 141 scottw@montereygourmetfoods.com FOR IMMEDIATE RELEASE Monterey Gourmet Foods Acquires 80 % Ownership in Sonoma Cheese Company . Gains unique products in growing category . Continues diversification and growth strategy in the refrigerated specialty gourmet foods category SALINAS , CA ( April 11 , 2005 ) Monterey Gourmet Foods , Inc . ( NASDAQ : PSTA ) announced today that it has acquired 80 % ownership of Sonoma Foods , Inc . , dba Sonoma Cheese Company ( Sonoma ) , a leading marketer of refrigerated specialty cheese products . Monterey Gourmet Foods ( MGF ) paid $ 3.5 million in cash and stock for 80 % of the company . Sonoma 's two other shareholders retain a combined 20 % interest , and the acquisition agreement provides options for them to sell their remaining interest after seven years . Sonoma will continue to operate under its current management with its board of directors augmented by representatives of MGF . With annual sales of over $ 8 million Sonoma markets a variety of refrigerated branded specialty cheese items , including their flagship products , Sonoma Jack Cheeses in a variety of flavors . Their products are sold in retail supermarkets , club stores , and specialty food stores across the US with the greatest penetration in the Western US markets . Some of their most popular cheese flavors include Hot Pepper Jack Cheese , Garlic Jack Cheese , Mediterranean Jack Cheese and Pesto Jack Cheese . Founded in 1931 , Sonoma will be celebrating 75 years in the cheese business in 2006 , and marking its 25 th year of pioneering Hot Pepper Jack Cheese . Additional information about Sonoma can be found on its website at www.sonomajack.com . Jim Williams , Monterey Gourmet 's President and CEO , commented , " Sonoma represents a valuable addition to Monterey Gourmet Foods . This acquisition supports our growth strategy in the specialty premium refrigerated food category , and Sonoma ' s unique flavored cheeses fit well with today 's consumers ' interest in unique food choices . " Mr . Williams continued , " Sonoma Cheese is positioned in the fast growing gourmet segment of the large cheese category . Like MGF , they compete in the refrigerated sections of food stores so there are several synergies available between our companies . We envision expanding the Sonoma brand and increasing distribution " . Commenting on the Sonoma team , Williams stated , " We are very pleased to be working with President David Viviani , a third generation cheese maker , and CEO Marty Adams who bring a long history of successful food industry experience . They are the right team to head up our efforts in this new endeavor " . ** Continued ** Sonoma 's David Viviani commented , " Monterey Gourmet 's high quality products are a great fit with Sonoma Cheeses . Through this new partnership , we see many opportunities to expand and strengthen the Sonoma brands " . This press release contains forward - looking statements concerning the effect of Monterey Gourmet Foods ' corporate acquisitions and product innovations on projected sales for future periods , including without limitation statements including such terms as " supports our growth strategy " , " fast growing " , " are positioned in the fast growing gourmet . . ... segment " , " envision " , and " synergies available . " 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 Sonoma 's operations , processes , and products , ( 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 in connection with the introduction of its new packaging and new items , ( 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 Monterey Gourmet competes and ( x ) Monterey Gourmet 's ability to source competitively priced raw materials to achieve historical operating margins . In addition , Monterey Gourmet '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 Monterey Gourmet competes . Monterey Gourmet has provided additional information regarding risks associated with the business in its Annual Report on Form 10 - K for fiscal 2004 . Monterey Gourmet Foods 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 manufactures USDA inspected , fresh gourmet refrigerated food products at its integrated 143,000 square foot corporate headquarters , distribution , and manufacturing facilities in Salinas , ( Monterey County ) California , its organic food production facility in Eugene , Oregon and its recently acquired facility in Seattle , Washington . Monterey Gourmet Foods has national distribution of its products in over 9,700 retail and club stores throughout the United States and selected regions of Canada , the Caribbean , Latin America , and Asia Pacific . ** End ** 2
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