In
September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements
.
SFAS 157 defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles and expands disclosures about fair
value measurements. For financial assets and liabilities, this statement is
effective for fiscal periods beginning after November 15, 2007 and does not
require any new fair value measurements. In February 2008, the FASB Staff
Position No. 157-2 was issued which delayed the effective date of SFAS 157 to
fiscal years ending after November 15, 2008 for non-financial assets and
liabilities, except for items that are recognized or disclosed at fair value in
the financial statements on a recurring basis. The adoption of SFAS 157 for
financial assets and liabilities did not have a material impact on our
financial position or results of operations.
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
General
The
following discussion should be read in conjunction with the financial
statements and related notes and other information included in this report. The
financial results reported herein do not indicate the financial results that
may be achieved by us in any future period.
Other
than the historical facts contained herein, this Quarterly Report contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, particularly statements relating to our
expectations relating to, among other things, our results of operations, future
plans and growth strategies. Our actual results regarding such matters may vary
materially as a result of certain risks and uncertainties. For a discussion of
such risks and uncertainties, please see our Annual Report on Form 10-K for the
year ended December 31, 2008.
Background
Our
Company was incorporated in June 1989 as a producer and wholesaler of
refrigerated gourmet pasta and sauces to restaurants and grocery stores in the
Monterey, California area. We have since expanded our operations to provide a
variety of gourmet refrigerated food products to grocery and club stores
throughout the United States, selected regions in Canada, the Caribbean, Latin
America and Asia Pacific. Our overall strategic plan is to enhance the value of
our brands by distributing our gourmet products through multiple channels of
distribution.
Our
product distribution to grocery and club stores increased from approximately 25
stores as of December 1989, to over 11,000 stores by March 31, 2009. During
recent years we added retail and club distribution through internal growth and
through Isabella’s Kitchen, Emerald Valley Kitchen, CIBO Naturals, and Sonoma
Cheese acquisitions. In 2004, our shareholders approved the change of the name
of the Company to Monterey Gourmet Foods, Inc. The name change was made to more
accurately define our strategic direction. The name change also announces to
the investor community, our customers and consumers, our strategic direction to
become a complete supplier of gourmet refrigerated foods.
Since
2004, we have launched many new product lines outside its core pasta/sauce
business, including gourmet refrigerated entrees, fresh tamales, dips, spreads,
and frozen One-Step meal entrees. We have also been able to increase
distribution by introducing whole wheat, organic, and made with organic pastas
which are higher in dietary fiber, have a favorable glycemic index, and are
made with whole grains and organic items.
In
January 2004, we acquired CIBO Naturals, a maker of sauces, dips and spreads.
In January 2005 we acquired Casual Gourmet Foods, Inc. and we recently
announced that we have shuttered this operation due to lack of sales and lack
of profits. Sonoma Foods, Inc. acquired in April 2005, markets a line of
refrigerated specialty cheese products that features its flagship line of
traditional and flavored Sonoma Jack cheeses which have earned numerous awards
over the years. We believe that the convenient gourmet food segment is growing
rapidly as time-starved consumers seek high quality quick-meal solutions and
that we, with our staff of culinary personnel, our food consultants, and our
flexible manufacturing facilities, are well positioned to bring new products to
these consumers.
In
2006, we focused on expanding distribution of our current products,
consolidating production facilities in Salinas, improving the quality of our
current products, hiring experts in product development and creativity to
better utilize our production equipment, improving the synergies between our
different brands, and reorganizing our brands into one operating unit. Also in
September 2006, the Board of Directors of the Company appointed Eric Eddings as
President and Chief Executive Officer of our Company.
In
2007, we focused on strategic growth, improving the synergies that are possible
with one sales force for all brands, one marketing department, one finance
department, one information systems department, one manager in charge of all
our production plants, and one unified goal to improve our profitability. We
focused on brand building with an emphasis on natural and/or organic products
by expanding our product offerings of organic or made with organic ingredients
as these products are being well received in the market place.
14
In
2008, we addressed the capacity and efficiency constraints of our fragmented
Seattle Washington facility by securing a ten year lease on a new facility in
Kent, Washington, approximately 20 miles from the former location. We spent
approximately $4.5 million preparing this new facility and moving equipment
into it before occupancy in December 2008. The improvements added capacity to
our sauce production and made other important changes in our production
processes. In addition, we saw increases in the prices of many of our raw
ingredients such as cheese, eggs, corn, flour, oil, pine nuts, and dairy
products, and in our transportation costs, but we were not able to increase our
prices sufficiently to offset these increased costs during the year.
Also
during 2008, we launched new items
across all product lines, with the main focus on organic and made with organic
products. Our goal is to gain incremental distribution points as soon as
possible using promotional and sampling programs as vehicles. We also focused
on Sonoma Foods and Casual Gourmet Foods because these two brands have lost
significant amounts of money during the last two years. In March 2008, we
reviewed the low margins and decreasing revenues being generated from the
Sonoma Cheese products and determined, among other things, to buy out the
minority interest and the employment contracts of the minority shareholders.
In
2009, we finished shuttering the Further Processed Protein reporting segment as
it had declining sales and has not been able to generate a profit for several
years. For the three months ending March 31, 2009, we recorded a loss of
$26,000 to dispose of the remaining inventory and other expenses attributed to
its closure. We have also benefited from our efforts to reduce costs including
reducing employee counts, reducing costs, and discontinuing unprofitable
products. We have also reacted to the current economic downturn by freezing
wages, eliminating our 401K’s matching contribution and other cost cutting
initiatives.
The
success of our efforts to increase revenue will depend on several key factors:
(1) whether grocery and club store chains will continue to increase the number
of their stores offering our products, (2) whether we can continue to increase
the number of grocery and club store chains offering our products, (3) whether
we can continue to introduce new products that meet consumer acceptance, (4) whether
we, by diversifying into other complementary businesses through new product
offerings or acquisitions can leverage our strengths and continue to grow
revenues at levels attractive to our investors, (5) whether our acquisitions
perform as we planned, (6) whether we can maintain and increase the number of
items we are selling to our two largest customers, and (7) whether we can fend
off new competitors entering the U.S. retail market from international sources.
Grocery and club store chains continually re-evaluate the products carried in
their stores, and no assurances can be given that the chains currently offering
our product will continue to do so in the future.
Club
stores such as Costco and Sam’s Club have been our largest customers, and we
believe there is an opportunity to expand this business. In pursuit of this
opportunity, we increased our attention to these accounts to ensure timely
delivery of store favorites and exciting new products in each region.
We
have assigned specific sales personnel for each brand in order to ensure the
growth of each brand. For larger brands we have assigned sales personnel by
region. In addition, we have set up a specialty food services category which is
new for us and supports sales to specialty chains such as Starbucks and Panera
Bread.
We
believe that access to capital resources and increasing sales to offset higher
fixed overhead, coupled with continued reduction of its administrative and
production costs as a percent of sales revenue, will be key requirements in our
efforts to enhance our competitive position and increase our market share. In
order to support our expansion program, we continue to develop new products for
consumers and revise advertising and promotional activities for our retail
grocery and club store accounts. There can be no assurance that we will be able
to increase our net revenues from grocery and club stores. Because we will
continue to make expenditures associated with the expansion of our business,
our results of operations may be affected.
Our
overall objective is to be the nationally recognized leader in
distinctively-flavored, premium-quality gourmet foods. The key elements of our
strategy include the following targeted goals:
|
|
|
|
|
|
·
|
Expand market share through same-store revenue
growth, addition of new grocery and club stores, geographic diversification,
and product line expansion, including creation of additional meal solutions
using Monterey Gourmet Foods products.
|
|
|
|
|
|
|
·
|
Introduce new products on a timely basis to maintain
customer interest and to respond to changing consumer tastes. In order to
maximize our margins, we will design new products that can be manufactured
and distributed out of our Salinas, California, Eugene, Oregon, or Seattle,
Washington facilities, or through co-packer arrangement where we can
introduce new products quickly to meet customer requests.
|
15
|
|
|
|
|
|
·
|
Ensure that we have the proper and sufficient staff
to accomplish our goals in a timely manner including the enhancement of our
marketing department.
|
|
|
|
|
|
|
·
|
Reduce operating costs as a percentage of sales
through continual evaluation of administrative and production staffing and
procedures and consolidation of back office functions. We will consider
additional capital improvements in order to increase production efficiencies
and capacities, and to reduce our cost of goods on a per unit basis.
|
|
|
|
|
|
|
·
|
Except for the Sonoma Cheese Products, operate as
one reporting unit with a centralized sales force, marketing department, finance
department and operational management.
|
|
|
|
|
|
|
·
|
Create brand awareness by communicating to the
consumer that we provide flavorful and nutritious lines of products, and
promote repeat business by reinforcing positive experiences.
|
|
|
|
|
|
|
·
|
Introduce new products to our major customers in
order to demonstrate our innovative nature, keep the product line updated
with new ideas from our creative chefs and outside culinary experts, and
increase the number of items on the shelves from which consumers can choose.
|
|
|
|
|
|
|
·
|
Utilize the existing distribution, customer service
and selling capabilities we have for the products of new acquisitions in
order to grow sales and maximize the results of all brands.
|
We
will continue to direct our advertising and promotional activities to specific
programs customized to suit our retail grocery and club store accounts as well
as to reach target consumers. These will include in-store demonstrations,
coupon programs, temporary price reduction promotions, and other related
activities. There can be no assurance that we will be able to increase our net
revenues from grocery and club stores.
Results of Operations
Net
revenues from operations were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
March 31, 2009
|
|
March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenues
|
|
$
|
20,975
|
|
$
|
23,956
|
|
|
Percent Change
in Net Revenues from prior period
|
|
|
-12
|
%
|
|
-1
|
%
|
These
results and comparisons are for continuing operations only. The quarterly
decrease in first quarter 2009 revenues compared with first quarter 2008
revenues is due to a 39% decline in tamale revenues as a result of additional
competition, together with a 29% decline in sales to our second largest
customer, and a 13% reduction in pasta sales. We believe the main reason for
the decline is due to the poor economic conditions.
Gross
profit and gross margin were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
March 31, 2009
|
|
March 31, 2008
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
$
|
5,850
|
|
$
|
5,700
|
|
|
Gross margin percent
|
|
|
27.9
|
%
|
|
23.8
|
%
|
Gross
margin percent for the year ended December 31, 2008 was 24.9%. The gross margin
percent for the first quarter of 2009 increased compared to the first quarter
of 2008 by 17%. This increase in gross margin percentage is due to lower raw
material costs, higher efficiencies within our plants, and the cost reduction
initiatives we have taken. The reduced costs are partially offset by lower
revenues which reduced the plant overhead absorption.
16
Selling,
general and administrative expenses or SG&A were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
March 31, 2009
|
|
March 31, 2008
|
|
|
|
|
|
|
|
|
|
SG&A Expense
|
|
$
|
5,057
|
|
$
|
6,305
|
|
|
SG&A Expense as a percent of net revenues
|
|
|
24.1
|
%
|
|
26.3
|
%
|
For
the calendar year ended December 31, 2008, SG&A expenses were 27.6% of net
revenues. SG&A as a percent of net revenues for the three months ended
March 31, 2009 was 24.1%. The decrease compared to the first quarter of 2008 is
related to reduced costs from our initiatives to reduce costs and lower freight
costs. SG&A expense in dollars was reduced by 20% or $1.3 million. The main
components of the SG&A decrease are freight $557,000; legal fees $125,000;
salaries and benefits $375,000; and travel costs $99,000.
Freight
to customers is included in SG&A costs. Our freight costs for the three
months ended March 31, 2009 and March 31, 2008 were $779,000 and $1,336,000
respectfully.
Depreciation
and amortization expense, included in cost of sales and SG&A, was $773,000
or 3.7% of net revenues for the three months ended March 31, 2009 compared to
$760,000 or 3.2% of net revenues for the three months ended March 31, 2008. The
increase in depreciation expense in 2009 is associated with additional
equipment and leasehold improvements associated with the new production
facility in Kent, Washington.
Net
interest income was $1,000 for the quarter ended March 31, 2009, compared to
net interest income of $26,000 for the same quarter in 2008. The reduced income
is a result of the lower interest rate being paid on our excess cash and lower
excess cash.
Income
taxes for the first quarter of 2009 reflect a tax expense of $32,000, which
reflects a 4% tax rate compared with income tax benefit of $754,000 or
approximately 35% of pretax loss for the same period in 2008. We
determine our quarterly tax provision based on the expected annual effective
tax rate by tax filing entities and jurisdictions. Overall we are projecting a
profit for 2009 and because we have NOL carryover, we will only pay Alternative
Minimum Taxes for federal tax purposes. We will also pay certain state taxes in
California and some other states mainly because California suspended the loss
deduction in 2009 but California allows the tax to be offset by 50% of the tax
credits.
We
continue to have a valuation allowance of 100% of our deferred tax
assets at March 31, 2009. The full valuation allowance was established during
the fourth quarter of 2008 as a result of the reassessment of the realizability
of deferred tax assets.
Segment
Results:
We
operate in two segments: Gourmet Foods Products and Sonoma Cheese Products.
Gourmet
Foods Products Results:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
March 31, 2009
|
|
March 31, 2008
|
|
|
|
|
|
|
|
|
|
Gourmet Foods
Products
|
|
|
|
|
|
|
|
|
Net Revenues
|
|
$
|
19,592
|
|
$
|
22,543
|
|
|
Gross Profit
|
|
$
|
5,589
|
|
$
|
6,100
|
|
|
Operating Profit
|
|
$
|
748
|
|
$
|
372
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
percentage
|
|
|
28.5
|
%
|
|
27.1
|
%
|
|
SGA percentage
|
|
|
24.7
|
%
|
|
25.4
|
%
|
17
Highlights for the first quarter of 2009:
|
|
|
|
|
|
·
|
Our tamale sales declined 39% or $360,000 less than
the same quarter last year. This is due to increased competition for our
sales of this item to Costco
|
|
|
·
|
Our pasta sales declined 13% due to the weak
economy.
|
|
|
·
|
The gross margin percentage of 28.5% for the first
quarter of 2009 increased compared to 27.1% for the first quarter of 2008 due
mainly to low raw material costs and our initiative to reduce costs. The
improvement was less than we anticipated due to lower net revenues.
|
|
|
·
|
SG&A as a percent of net revenues for the first
quarter ended March 31, 2009 was 24.7% compared to 25.4% for the first
quarter ended March 31, 2008. The
decrease in SG&A as a percent of net revenues for 2009 compared to 2008
is due to lower salaries and operating costs associated with our cost
reduction initiatives offset by a decline in net revenues.
|
Sonoma
Cheese Products results:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
March 31, 2009
|
|
March 31, 2008
|
|
|
|
|
|
|
|
|
|
Sonoma Cheese Products
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
1,383
|
|
$
|
1,413
|
|
|
Gross profit
|
|
$
|
261
|
|
$
|
(400
|
)
|
|
Impairment
|
|
$
|
—
|
|
$
|
(1,606
|
)
|
|
Operating profit
(loss)
|
|
$
|
45
|
|
$
|
(2,583
|
)
|
|
|
|
|
|
|
|
|
|
|
Gross profit
percentage
|
|
|
18.9
|
%
|
|
-28.3
|
%
|
|
SGA percentage
|
|
|
15.6
|
%
|
|
40.8
|
%
|
Highlights for the first quarter of 2009:
|
|
|
|
|
|
·
|
Packaged cheese products revenues declined 2% when
comparing the first quarter 2009 with the first quarter of 2008. The decline
reflects the discontinuation of certain items which did not contribute to our
profitability.
|
|
|
·
|
The gross margin percentage of 18.9% for the first
quarter of 2009 increased compared to (28.3)% for the first quarter of 2008,
which reflects lower cheese prices. In addition, in the first quarter of 2008,
we exited certain processed cheese products and we wrote off inventory
associated with these products.
|
|
|
·
|
SG&A as a percent of net revenues for the
quarter ended March 31, 2009 was 15.6% compared to 40.8% for the quarter
ended March 31, 2008. The decrease
in SG&A for 2009 compared to 2008 is due to the restructuring efforts
that took place in March 2008 and our efforts to reduce overhead.
|
Also,
in the first quarter of 2008, we saw a significant reduction in sales in the
Sonoma Cheese Products Segment. Due to the reduced sales in March and the
accelerating losses from this segment, we determined that a triggering event
under SFAS 142 occurred and therefore tested for the impairment of goodwill and
other intangible assets during the first quarter of 2008. As a result of the
impairment test, we recorded a pre-tax, non-cash charge of $1.1 million in the
first quarter of 2008 related to the impairment of intangible assets associated
with the Sonoma acquisition on April 7, 2005.
In
addition, on April 18, 2008, the Company, Sonoma Foods, Inc., and the
shareholders of Sonoma entered into an agreement amending the Purchase
Agreement dated April 7, 2005, pursuant to which we acquired all of the
outstanding shares of Sonoma. Pursuant to the amendment, our purchase of the
remaining 20% of Sonoma’s outstanding shares not already owned by us was
accelerated and the purchase price was set at $50,000, plus a potential
earn-out based upon an agreed formula. At the same time, the Company and the shareholders
terminated existing employment agreements with the shareholders and entered
into severance arrangements which provide for payments and benefits
substantially equivalent to those provided by the former employment agreements.
Liquidity and Capital Resources
During
the three months ended March 31, 2009, $1,939,000 of cash provided by our
operations represented a $2,070,000 increase in cash provided by operations for
the three months ended March 31, 2008.
18
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended
|
|
|
|
|
|
|
|
|
|
March
31, 2009
|
|
March
31, 2008
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
747
|
|
$
|
(1,531
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
Deferred income taxes
|
|
|
—
|
|
|
(812
|
)
|
|
Depreciation and amortization
|
|
|
773
|
|
|
760
|
|
|
Impairment and restructuring
|
|
|
—
|
|
|
1,606
|
|
|
Stock-based compensation
|
|
|
48
|
|
|
87
|
|
|
Adjustments related to changes in working capital and other
|
|
|
371
|
|
|
(241
|
)
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
$
|
1,939
|
|
$
|
(131
|
)
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation expense accounted for $48,000 of non-cash expense for the three
months ended March 31, 2009 compared to $87,000 for the three months of 2008.
Capital expenditures were $219,000 in the three months ended March 31, 2009.
During
the three months of 2009, we issued 15,229 shares under our Employee Stock
Purchase Plan and received cash of $10,000. No additional shares were issued
during the first three months of 2009.
During
the first three months of 2008, we issued 5,612 shares under our Employee Stock
Purchase Plan and received cash of $13,000. Additionally, 10,000 shares of
common stock were issued during the same period as part of employee option
exercises with proceeds of $12,000.
As
of March 31, 2009 we had $3.9 million of cash recorded on our balance sheet.
Cash is held in our checking account or in short-term money market accounts
with no withdrawal restrictions. Cash accounts are FDIC insured up to the FDIC
insurance limits. In addition, we have $10.1 million of working capital as of
March 31, 2009.
We
finance our operations and growth primarily with cash flows generated from
operations. We have a $5.0 million working capital line of credit which is
currently unused. The working capital line of credit commitment expires June
30, 2009. In addition, we have a letter of credit in the amount of $400,000
which is issued in favor of an insurance company to support the outstanding
liabilities of a self-funded worker’s compensation program. The letter of
credit expires January 2, 2010.
We
believe that our existing credit facilities, existing cash, and cash flow from
operations, are sufficient to meet our cash needs for normal operations including
all anticipated capital expenditures for the next twelve months.
Contractual Obligations
We
have no raw material contracts exceeding one year in duration. We lease
production, warehouse and corporate office space as well as certain equipment
under both month-to-month and non-cancelable operating lease agreements. All
building leases have renewal options and all include cost of living
adjustments. The following table summarizes the estimated annual obligations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments
due by period
|
|
|
|
|
|
|
|
Contractual obligations (in
thousands)
|
|
Total
|
|
Less
than 1
year
|
|
1 - 3
years
|
|
3 - 5
years
|
|
More
than 5
years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases
|
|
$
|
10,696
|
|
$
|
1,674
|
|
$
|
3,423
|
|
$
|
2,586
|
|
$
|
3,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
10,696
|
|
$
|
1,674
|
|
$
|
3,423
|
|
$
|
2,586
|
|
$
|
3,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We
have a standby letter of credit in favor of an insurance company for $400,000
for Worker’s Compensation insurance which expires on January 2, 2010. We also
purchase custom made finished products ready for sale from certain suppliers
(“co-packer”). From time to time, these co-packers acquire raw materials that
are specific to the products being manufactured for us. We have oral agreements
with these co-packers that if we cease selling these products, we will purchase
the residual inventory from the co-packers.
19
Stock Repurchase Program
We
commenced a public repurchase program of our common stock in December 2007 and
suspended the program on June 26, 2008. We may choose to continue purchases of
our common stock in the future. For the program to date we have purchased
624,871 shares for $1,789,000 with an average purchase price of $2.86.
Critical Accounting Policies and Management Judgments
Accounts Receivable and Allowances
We
provide allowances for estimated credit losses, product returns, spoilage, and
adjustments at a level deemed appropriate to adequately provide for known and
inherent risks related to such amounts. The allowances are based on reviews of
the history of losses, returns, spoilage, and contractual relationships with
customers, current economic conditions, and other factors which warrant
consideration in estimating potential losses. While we use the best information
available in making our determination, the ultimate recovery of recorded
accounts, notes, and other receivables is also dependent on future economic and
other conditions that may be beyond our control.
Income Taxes
We
account for corporate income taxes in accordance with the Financial Accounting
Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”)
109, “Accounting for Income Taxes” which requires an asset and liability
approach. This approach results in the recognition of deferred tax assets (future
tax benefits) and liabilities for the expected future tax consequences of
temporary timing differences between the book carrying amounts and the tax
basis of assets and liabilities. Future tax benefits are subject to a valuation
allowance to the extent of the likelihood that the deferred tax assets may not
be realized. Our deferred tax assets include significant amounts of net
operating losses (“NOLs”). In 2008 we assessed our valuation allowance based on
our evaluation of the sources of future taxable income and the likelihood of
realization of such deferred tax assets and set up a full valuation allowance
for all deferred tax assets.
For
business combinations, we must record deferred taxes and liabilities relating
to the book versus tax basis differences of acquired assets and liabilities.
Generally, such business combinations result in deferred tax liabilities as the
book values are reflected at fair value whereas the tax basis is carried over
from the acquired company. Such deferred taxes initially are estimated based on
preliminary information and are subject to change as valuations and tax returns
are finalized.
Inventory Valuation
Inventories
are stated at the lower of cost (using the first-in, first-out method) or
market and consist principally of component ingredients to our refrigerated
pasta and sauces, finished goods, and packaging materials. Many of the
ingredients used in our products have a short shelf life and if not used in a
certain amount of time may spoil. We estimate that the raw material will be
used in a timely manner; however, we have established certain reserves for the
potential of inventory obsolescence, especially for slow moving inventory. As
of March 31, 2009, we reduced the carrying value of our inventory by $615,000.
This write-down was made to cover certain refrigerated raw material inventory
that is nearing its shelf-life, certain packaging labels for products that may
be rotated out of the Club Store accounts, products that have already been
rotated out of the Club Store accounts that may or may not be rotated back into
the Club Store accounts, and products that have been discontinued especially
certain items associated with Sonoma Cheese. The allowance is established based
on our estimate of alternative usage or salvage value of obsolete inventory. We
believe our estimates for spoiled and obsolete inventory is adequate given the
current volume of business to our customers.
Revenue Recognition
We
recognize revenues through sales of our products primarily to grocery and club
store chains. Revenues are recognized once there is evidence of an arrangement
(such as a customer purchase order), product has been shipped or delivered to
the customer depending on the customer’s sales order and invoice documentation,
the price and terms are fixed, and collectability is reasonably assured.
Accordingly, sales are recorded when goods are shipped or delivered, at which
time title and risk of loss have passed to the customer, consistent with the
freight terms for most customers Potential returns, adjustments and spoilage
allowances are recorded as a reduction in revenues and are provided for in
accounts receivable allowances and accruals. We also use co-packers to process
some of our purchase orders. We record the revenues from these sales on a gross
basis as we have inventory risk and are the primary obligors. We record our shipping cost for products delivered
to our customers in selling, general, and administrative expense. Any amounts
charged to customers for freight and deliveries are included in revenues.
Certain incentives granted to customers such as promotions, trade ads, slotting
fees, terms discounts, and coupons are recorded as offsets to revenues.
20
Workers Compensation Reserve
Our
California and Oregon locations entered into a self-insured worker’s
compensation program with a stop loss provision for fiscal year 2003 and
continued the program through December 31, 2007. This program was suspended for
2008 and we insured ourselves with a guaranteed fixed cost insurance program.
Starting January 1, 2009, we returned to this self-insured worker’s
compensation program. This program features a fixed annual payment, with a
deductible on a per occurrence basis with a stop loss provision if a claim exceeds
$350,000. The annual expense consists of a base fee paid to an insurance
company to administer the program, direct cash expenses to pay for injuries, an
estimate for potential injuries that may have occurred but have not been
reported, an estimate by the insurance company of costs to close out each
injury and an estimate for injury development. We have been on this
self-insured program for just a few years and therefore we have limited history
of claim resolution available to support our projected liabilities. Therefore
we are using published industry actuarial data from an insurance carrier and
reviewing each claim individually to determine the amount of reserves that
should be established.
Valuation of Goodwill/Indefinite-lived Intangible Assets
Under
SFAS 142, “Goodwill and Other Intangible Assets” goodwill and intangible assets
with indefinite useful lives are to be tested for impairment at least annually
and we tested these assets as of December 31, 2008. The primary identifiable
intangible assets of each reporting unit with indefinite lives are trademarks,
tradenames and goodwill acquired in business acquisitions. As of December 31,
2008, the net book value of tradename and trademarks and other identifiable
indefinite-lived intangible assets was reduced by $501,000 to $1.3 million and
such assets will now be considered finite-lived assets and will be amortized
prospectively over 20 years.
We
define a reporting unit as a unit one level below an operating segment. A
reporting unit exists if the component constitutes a business for which
discrete financial information is available and segment managers regularly
review the operating results of the component. On March 20, 2008, our Board
reviewed the discrete financial information for Sonoma Foods and implemented
certain changes as a result of the reduced sales and profits of Sonoma Foods.
On December 4, 2008, our Board reviewed the discrete financial information for
Further Processed Protein products and implemented actions to eliminate these
products from the market place. The changes made resulted in Sonoma Cheese
Products, Further Processed Protein Products, and Gourmet Foods Products being
defined as separate reporting units and separate reporting segments as of
December 31, 2008.
Identifiable
indefinite-lived intangible assets are not subject to amortization and are
assessed for impairment at least as often as annually and as triggering events
may occur. The impairment test for identifiable intangible assets not subject
to amortization consists of a comparison of the fair value of the intangible
asset with its carrying amount. If the carrying amount exceeds the fair value,
then a second step of assessment is performed to measure the impairment loss,
if any. The fair value of the reporting units is calculated based on the Market
Approach and the Income Approach. We rely on a number of factors to discount
anticipated future cash flows including operating results, business plans and
present value techniques. Rates used to discount cash flows are dependent upon
interest rates and the cost of capital at the relevant point in time. There are
inherent uncertainties related to these factors and management’s judgment in
applying them to the analysis of intangible asset impairment. It is possible
that assumptions underlying the impairment analysis will change in such a
manner that impairment in value may occur in the future.
Goodwill
is not amortized but is subject to periodic assessments of impairment at least
as often as annually and as triggering events occur. Our annual impairment
evaluation date is December 31 and the recoverability of goodwill is evaluated
using a comparison of the fair value of a reporting unit with its carrying
value. The fair value of the reporting unit is calculated based on the Market
Approach and the Income Approach. We review and estimate a number of factors to
discount anticipated future cash flows including operating results, business
plans and present value techniques. Rates used to discount cash flows are
dependent upon projected interest rates and the cost of capital at the relevant
point in time. There are inherent uncertainties related to these factors and
judgment is used in applying them to the analysis of goodwill impairment. In
March 2008 as part of a triggering event, we impaired $1.0 of goodwill
associated with the acquisition of Sonoma Foods. In December 2008, as a result
of our annual impairment test, we impaired an additional $12.2 million of
goodwill associated with all of the acquisitions made over the many years.
Although all goodwill has been fully impaired, it is possible that assumptions
underlying the impairment analysis will change in such a manner that further
impairment of our other intangible assets may occur in the future.
21
Our
impairment evaluations of both goodwill and other intangible assets included
reasonable and supportable assumptions and projections and were based on
estimates of projected future cash flows, historical performance and our
current market capitalization. These estimates of future cash flows are based
upon our experience, historical trends, estimates of future profitability and
economic conditions. Future estimates of profitability and economic conditions
require estimating such factors as sales growth, employment rates and the
overall economics of the retail food industry for five to ten years in the
future, and are therefore subject to variability, are difficult to predict and
in certain cases, beyond our control. The assumptions utilized by us were
consistent with those developed in conjunction with our long-range planning
process. If the assumptions and projections underlying these evaluations prove
to be incorrect, the amount of the impairment could be adversely affected.
Valuation of Plant and Equipment and
finite-lived Intangible Assets
In
accordance with Statement of Financial Accounting Standards (SFAS) No. 144
, “
Accounting
for the Impairment or Disposal of Long-lived Assets
” (“SFAS 144”), we review
finite-lived long-lived assets, primarily consisting of plant and equipment and
amortized intangible assets such as acquired recipes, customer lists and
non-compete agreements, whenever events or changes in circumstances indicate
that the carrying amount of an asset group may not be recoverable. Intangible
assets with finite useful lives continue to be amortized over their respective
estimated useful lives. The estimated useful life of an identifiable intangible
asset is based upon a number of factors, including the effects of demand,
competition, and future cash flows. For these assets, if the total expected
future undiscounted cash flows from the asset group are less than the carrying
amount of the asset group, an impairment loss is recognized for the difference
between the fair value and the carrying value of the asset group. The
impairment test we performed as of December 31, 2008 required us to estimate
the undiscounted cash flows and fair value of the asset groups. We performed a
test on our Sonoma Cheese reporting unit in March 2008 and recorded an
impairment of $32,000 for the non-compete agreement. In addition, based on our
annual test in December 2008 we impaired an additional $581,000 of finite-lived
intangible assets, with an aggregate 2008 impairment charge for such assets of
$613,000. As of December 31, 2008, the net book value of finite-lived
intangible assets was $3.3 million.
When
analyzing finite, long-lived assets for potential impairment, significant
assumptions are used in determining the undiscounted cash flows of the asset
group, including the cash flows attributed to the asset group; future cash
flows of the asset group, including estimates of future growth rates; and the
period of time in which the assets will be held and used. We primarily
determine fair values of the asset group using discounted cash flow models. In
addition, to estimate fair value we are required to estimate the discount rate
that incorporates the time value of money and risk inherent in future cash
flows.
Accounting for Stock-Based Awards
On
January 1, 2006, we adopted Statement of Financial Accounting Standards No.
123R,
“Share-Based Payment” (“SFAS 123R”). We adopted the fair value
recognition provisions of SFAS 123R, using the modified prospective transition
method. As a result of adopting SFAS 123R, we recorded a pre-tax expense of
$48,000 for stock-based compensation for the three months ended March 31, 2009
compared to $87,000 for the three months ended March 31, 2008.
The
determination of fair value of share-based payment awards to employees and
directors on the date of grant using the Black-Scholes model is affected by our
stock price as well as assumptions regarding a number of highly complex and
subjective variables. These variables include, but are not limited to, the
expected stock price volatility over the term of the awards, and actual and
projected employee stock option exercise behaviors. We estimated the expected
terms using the historical information and we have used historical data to
estimate forfeitures. The risk-free rate is based on U.S. Treasury rates in
effect during the corresponding period of grant. The expected volatility is
based on the historical volatility of our stock price.
Sales and Marketing
Our
sales and marketing strategy is twofold and emphasizes sustainable growth in
distribution of our products and introduction of innovative new products to
keep us positioned as a leader in the marketplace.
22
Pasta
is a staple of the North American diet. It is widely recognized that pasta is a
convenient and nutritious food. The USDA places pasta on the foundation level
of its pyramid of recommended food groups and pasta supports consumers’
lifestyle demands for convenient at-home meals.
We
offer our customers distinctive packaging, which incorporates color graphics
and product photography in a contemporary look. The packaging is created to
communicate to our consumers (1) higher product quality, (2) ease and swiftness
of preparation, and (3) appetite appeal to encourage point of sale purchase and
to show a variety in product choice. We continue to improve our products to
enhance the dining experience. Our package is designed to both strengthen our
brand recognition and reinforce our positioning as a premium quality product.
We
employ full-time chefs and have hired additional outside culinary consultants
to develop new products. Recent introductions include a line of whole wheat
fresh pastas, sauces, and dips. We were the first to introduce whole wheat
pasta and all organic pasta in the refrigerated pasta category. Sales of these
items have helped grow our retail branded category. We also recently introduced
a new line of fresh tamales under the Isabella’s Kitchen brand.
For
the three months ended March 31, 2009, Costco Wholesale accounted for 56% and
Sam’s Club accounted for 12% of our net revenues. For the three months ended
March 31, 2008, Costco Wholesale and Sam’s Club, accounted for 52% and 15%,
respectively, of our net revenues. No other customer accounted for greater than
10% of net revenues for the period.
Item 3. Quantitative and Qualitative
Disclosures about Market Risk
Market
Risk Disclosure
We
do not hold market risk-sensitive trading instruments, nor do we use financial
instruments for trading purposes. Except as disclosed below in this item, all
sales, operating items and balance sheet data are denominated in U.S. dollars;
therefore, we have no significant foreign currency exchange rate risk.
In
the ordinary course of our business we enter into commitments to purchase raw
materials over a period of time, generally nine months to one year, at
contracted prices. At March 31, 2009 these future commitments were not at
prices in excess of current market, or in quantities in excess of normal
requirements. We do not utilize derivative contracts either to hedge existing
risks or for speculative purposes.
Interest
Rate Risk
We
invest excess cash in money market fund investments consisting of cash equivalents.
The magnitude of the interest income generated by these cash equivalents is
affected by market interest rates. There are no restrictions as to when we can
access the funds from these accounts. We do not use marketable securities or
derivative financial instruments in our investment portfolio.
The
interest payable on our bank line of credit is based on variable interest rates
and therefore affected by changes in market interest rates. As of March 31,
2009, we do not have any loans with variable interest rates.
Currency
Risk
During
the three months ended March 31, 2009, we did not sell any product in currency
other than US dollars.
Item 4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
As
required by Rule 13a-15(b) under the Exchange Act, we conducted an evaluation,
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer (together the
“Certifying Officers”), of the effectiveness of the design and operation of our
disclosure controls and procedures as of March 31, 2009, the end of the period
covered by this report. Based upon that evaluation, the Certifying Officers
concluded that our disclosure controls and procedures were effective as of
March 31, 2009 to provide reasonable assurance that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms and
that such information is accumulated and communicated to our management,
including our Certifying Officers, as appropriate, to allow for timely
decisions regarding required disclosure.
23
Inherent
Limitations on Effectiveness of Controls
We
are responsible for establishing and maintaining adequate internal control over
financial reporting to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles.
Internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of
assets; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with U.S.
generally accepted accounting principles, and that receipts and expenditures
are being made only in accordance with authorizations of our management team
and our Board; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition our assets that
could have a material effect on the financial statements.
Our
management personnel, including the Certifying Officers, recognize that our
internal control over financial reporting cannot prevent or detect all error
and all fraud. A control system, no matter how well designed and operated, can
provide only reasonable, not absolute, assurance that the control system’s
objectives will be met. The design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Further, because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that misstatements due to error or fraud will not occur or
that all control issues and instances of fraud, if any, have been detected. The
design of any system of controls is based in part on certain assumptions about
the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future
conditions.
Changes
in Internal Controls
There
has been no change during our fiscal quarter ended March 31, 2009 in our
internal control over financial reporting (as such term is defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
Item 4T. Controls and Procedures
Inapplicable.
PART II. OTHER INFORMATION
Item 1A. Risk Factors
In
addition to the other information set forth in this report, you should
carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in
our Annual Report on Form 10-K for the year ended December 31, 2008, which
could materially affect our business, financial condition or future results. We
not aware of any other material changes to the risks described in our latest
Annual Report on Form 10-K.
Item 6. Exhibits
See
Index of Exhibits for all exhibits filed with this report.
24
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 thereunto
duly authorized.
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MONTEREY GOURMET FOODS
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Date: May 11, 2009
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By:
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/s/
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ERIC C. EDDINGS
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Eric C. Eddings
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Chief Executive Officer
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By:
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/s/
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SCOTT S. WHEELER
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Scott S. Wheeler
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Chief Financial Officer
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25
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Index
to Exhibits
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(Unless otherwise indicated, all exhibits
incorporated by reference are filed under SEC file number 001-11177.)
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3.1
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Certificate of Incorporation dated August 1, 1996
(incorporated by reference from Exhibit B to the Company’s Definitive Proxy
Statement for its August 1, 1996 Special Meeting of Shareholders filed June
27, 1996)
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3.2
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Amendments of Articles I and IV of Delaware
Certificate of Incorporation (incorporated by reference from Exhibits 3 and 4
to the Company’s Definitive Proxy Statement for its 2004 Annual Meeting of
Shareholders filed June 21, 2004)
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3.3
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Certificate of Designation of Series A Junior
Participating Preferred Stock. (Incorporated by reference from Exhibit 3.3
filed with the Company’s Form 10-Q for the quarter ended June 30, 2008 filed
with the Commission)
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3.4
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Bylaws of the Company, as amended. Incorporated by
reference from Exhibit 3.3 filed with the Company’s Form 10-Q for the quarter
ended September 30, 2005 filed with the Commission.
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4.1
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Form of Investor Warrant, issued by Monterey Gourmet
Foods, Inc. to the investors in connection with the June 28, 2006 private
offering. (incorporated by reference from Exhibit 10.31 filed with the
Company’s Form 8-K on June 13, 2006)
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4.2
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Registration Rights Agreement (incorporated by
reference from Exhibit 10.29 filed with the Company’s Form 8-K on June 13,
2006)
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4.3
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Shareholder Protection Rights Agreement between the
Company and Corporate Stock Transfer dated July 1, 2008 (incorporated by
reference from Exhibit 10.1 filed with the Company’s Current Report on Form
8-K filed July 2, 2008)
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10.1*
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2002 Stock Option Plan, as amended Incorporated by
reference from Exhibit 10.1 filed with the Company’s Form 10-Q for the
quarter ended June 30, 2008 filed with the Commission.
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10.2*
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1995 Employee Stock Purchase Plan (incorporated by
reference from Exhibit 10.15 to the Company’s Form 10-K for the fiscal year
ended January 1, 1995
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10.3
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Monterey County Production Facility Lease of the
Company, as amended (incorporated by reference from Exhibit 10.03 to the
Company’s Registration Statement on Form SB-2 filed with the Commission (the
“SB-2) on August 29, 1993)
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10.4
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Amendment No. 1 dated February 1, 1995 and Amendment
No. 2 dated March 1, 1995 to Monterey County Production Facility Lease of the
Company (incorporated by reference from Exhibit 10.6 filed with the Company’s
Form 10-K for the fiscal year ended December 31, 1995) filed April 1,
1996 (the “1995 Form 10-K”)
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10.5
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Amendment No. 3 dated September 12, 1997, and
Amendment No. 4 dated February 6, 1998 to Monterey County Production Facility
Lease of the Company (incorporated by reference from Exhibit 10.5 filed with
the Company’s September 27, 1998 Quarterly Report on Form 10-Q filed November
4, 1998 (“1998 Q3 10-Q”))
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10.6
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Trademark Registration—MONTEREY PASTA COMPANY and Design,
under Registration No. 1,953,489, registered on January 30, 1996 with the
U.S. Patent and Trademark Office (incorporated by reference from Exhibit
10.27 to the 1995 Form 10-K)
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10. 7*
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Employment letter dated September 15, 2006 to Chief
Executive Officer Eric C. Eddings (incorporated by reference from Exhibit
10.1 filed with the Company’s Form 8-K filed September 20, 2006)
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10.8
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Agreement for Handling and Storage Services between
the Company and CS Integrated LLC dated February 5, 1999 (incorporated by
reference to Exhibit 10.21 to the Company’s 1998 Form 10-K for the fiscal
year ended December 27, 1998, filed March 17, 1999
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10.9
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Royalty agreement dated July 12, 1999 between
Company and Chet’s Gourmet Foods, Inc. (incorporated by reference to Exhibit 10.25,
in the Company’s September 26, 1999 Quarterly Report on Form 10-Q filed
November 9, 1999 (“1999 Q3 10-Q”))
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10.10
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Storage Agreement Manufactured Products dated August
3, 1999 between the Company and Salinas Valley Public Warehouse (incorporated
by reference to Exhibit 10.26, filed with the Company’s 1999 Q3 10-Q)
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10.11
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Commercial Lease dated August 10, 1999 between
Company and Salinas Valley Public Warehouse (incorporated by reference to
Exhibit 10.27, filed with the Company’s 1999 Q3 10-Q)
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10.12
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Commercial lease dated January 1, 2000 between the
Company and PTF for Operating Engineers, LLC (incorporated by reference to
Exhibit 10.32, in the Company’s June 25, 2000 Quarterly Report on Form 10-Q
filed on August 4, 2000)
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10.13
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Lease Extension and Modification Agreement between
the Company and Marco Warehouse d.b.a. Salinas Valley Public Warehouse dated
September 1, 2001 (incorporated by reference to Exhibit 10.40 in the
Company’s September 30, 2001 Quarterly Report on Form 10-Q filed on November
7, 2001)
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26
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10.14
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Commercial lease dated August 23, 2002 between the
Company and Mel Bankoff (incorporated by reference from Exhibit 10.43 filed
with the Company’s Report on Form 8-K on August 30, 2002)
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10.15
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Commercial lease dated January 3, 2003 between the
Company and Conrad Family Trust (incorporated by reference from Exhibit 10.44
filed with the Company’s Form 10-K for the fiscal year ended December 29,
2002, filed on February 14, 2003)
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10.16
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Third Lease modification to Commercial lease dated
August 8, 2006 between the Company and PTF for Operating Engineers, LLC for
storage space in Monterey County, California
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10.17
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Lease Extension and Modification Agreement between
the Company and Kenneth Salma and Pattie Salma dated August 24, 2005
(incorporated by reference from Exhibit 10.18 filed with the Company’s
September 30, 2005 Quarterly Report of Form 10-Q filed on November 14, 2005.)
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10.18
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Stock Purchase Agreement by and among Monterey
Gourmet Foods, Inc., Sonoma Foods, Inc., and Its Shareholders dated April 7,
2005 (incorporated by reference from Exhibit 2.01 filed with the Company’s
8-K on April 13, 2005)
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10.19
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Amendment to Stock Purchase agreement dated April
18, 2008. (Incorporated by reference from Exhibit 10.1 to the Company’s
current Report on Form 8-K filed April 24, 2008)
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10.20
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Third Modification to Business Loan Agreement
between the Company and Comerica Bank dated January 5, 2005.(incorporated by
reference to Exhibit 10.33 filed with the Company’s Form 10-K for the fiscal
year ended December 26, 2004, filed on March 25, 2005
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10.21
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Fourth Modification to Business Loan Agreement
between the Company and Comerica Bank dated April 11, 2005 (incorporated by
reference from Exhibit 10.24 to the Company’s Form 10-Q for the quarter ended
September 30, 2005 filed with the Commission).
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10.22
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Securities Purchase Agreement, dated as of June 12,
2006, (incorporated by reference from Exhibit 10.28 filed with the Company’s
8-K on June 13, 2006)
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10.23*
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Employment Agreement dated September 15, 2006 with
Company Chief Executive officer Eric Eddings (incorporated by reference from
Exhibit 10.1 filed with the Company’s Current Report on Form 8-K/A filed
September 21, 2006)
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10.24
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Commercial Lease dated November 15, 2007 between the
Company and RREEF America REIT II Corp II (incorporated by reference from
Exhibit 10.27 filed with the Company’s report on Form 8-K on November 21,
2007.
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10.25
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Commercial lease extension dated December 24, 2007
between the Company and the McCabe Trust. Incorporate by reference from Exhibit
10.26 filed with the Company’s Annual Report on Form 10-K for the year ended
December 31, 2007.
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10.26*
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Form of Change in Control Severance Agreement with
Executive Officers. Incorporated by reference from Exhibit 10.1 filed with
the Company’s Current Report on Form 8-K filed May 22, 2008 with the
Commission.
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31.1**
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Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
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31.2**
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Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
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32.1**
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Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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32.2**
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Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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*Management contract or compensatory plan or
arrangement covering executive officers or directors of the Company and/or its
subsidiaries.
** filed herewith
27
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