-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E2jPL0ljWzlJxE7+PyAX0rRL3aBGe1jY3I6sV3QmGe1DeVrBG0iNoYLGy0/W+Cj0 Tjz2pDcsbBHmmFWCjC4nNA== 0000922907-08-000561.txt : 20080807 0000922907-08-000561.hdr.sgml : 20080807 20080807170755 ACCESSION NUMBER: 0000922907-08-000561 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080806 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080807 DATE AS OF CHANGE: 20080807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ITALIAN PASTA CO CENTRAL INDEX KEY: 0000849667 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 841032638 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13403 FILM NUMBER: 08999441 BUSINESS ADDRESS: STREET 1: 4100 N MULBERRY DRIVE SUITE 200 CITY: KANSAS CITY STATE: MO ZIP: 64116 BUSINESS PHONE: 8165026000 MAIL ADDRESS: STREET 1: 4100 N MULBERRY DRIVE SUITE 200 CITY: KANSS CITY STATE: MO ZIP: 64116 8-K 1 form8k_080708.htm Form 8K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of report (Date of earliest event reported)          August 6, 2008


                         AMERICAN ITALIAN PASTA COMPANY
             (Exact Name of Registrant as Specified in Its Charter)


          DELAWARE                      001-13403                84-1032638
(State or Other Jurisdiction           (Commission             (IRS Employer
      of Incorporation)                File Number)          Identification No.)


  4100 N. Mulberry Drive, Suite 200, Kansas City, Missouri         64116
         (Address of Principal Executive Offices)                (Zip Code)


                                 (816) 584-5000
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))



Item 2.02 Results of Operations and Financial Condition.

     On August 6, 2008,  American Italian Pasta Company (the "Company") issued a
press release  providing  fiscal 2008 third quarter  financial  data.  The press
release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 8.01 Other Events.

     The  Company's  press  release also  announced  the filing of its quarterly
reports  on Form  10-Q  for  fiscal  2008 and  that it is now  current  with its
quarterly and annual SEC reporting requirements.

Item 9.01 Financial Statements and Exhibits.

          (d)  Exhibits.

          99.1 Press Release dated August 6, 2008.



                                   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 hereunto duly authorized.


     Date: August 6, 2008              AMERICAN ITALIAN PASTA COMPANY


                                       By:  /s/  Paul R. Geist
                                          --------------------------------------
                                          Paul R. Geist
                                          Chief Financial Officer

EX-99.1 2 form8kexh991_080708.htm Press Release


                                                                    Exhibit 99.1

-------------------------------------------------------------------------
AMERICAN ITALIAN PASTA COMPANY                                          |NEWS
                                                                        |RELEASE

Contact:

Hannah Arnold
Linden Alschuler & Kaplan, Inc.
Public Relations
212-575-4545
For Immediate Release


             AMERICAN ITALIAN PASTA COMPANY FILES QUARTERLY REPORTS
                       ON FORM 10-Q FOR FISCAL YEAR 2008

            COMPANY BECOMES CURRENT ON ALL SEC REPORTING REQUIREMENTS

KANSAS CITY,  MO., August 6, 2008 -- American  Italian Pasta Company  (AITP.PK),
the largest producer of dry pasta in North America,  today announced that it has
filed its Form 10-Q  quarterly  reports  with the U.S.  Securities  and Exchange
Commission for the quarters ended December 2007, March 2008, and June 2008. With
the filing of these  statements,  the  Company is current on all  quarterly  and
annual  SEC  financial  reporting  requirements.   The  Company  also  announced
operating results for the nine-month period ended June 27, 2008.

THIRD FISCAL QUARTER OF 2008

Revenues  for the  nine-month  period ended June 27,  2008,  increased  41.3% to
$407.1  million,  including  a 37.7%  increase  in revenue  growth in the retail
market and a 53.2% increase in the institutional  market. During the fiscal 2008
nine-month  period,  volume  increased  1.3%,  as compared to the same period of
fiscal 2007.  Net income for the first nine months of fiscal 2008 increased $8.3
million to $11.8  million,  or $0.62 per diluted  share,  versus a net income of
$3.5 million, or $0.18 per diluted share, during the first nine months of fiscal
2007.

Operational Highlights

     •    Retail  Revenues:   The  Company's  retail  revenues  increased  $82.9
          million,  or 37.7%, to $302.8 million for the  nine-months  ended June
          27, 2008, from $219.9 million for the nine months ended June 29, 2007.
          Revenues increased $3.8 million, or 1.8%, due to volume increase,  and
          increased  $77.4  million,  or 29.1%,  due to higher  average  selling
          prices.  Revenues  increased  by $1.7  million  due to an  increase in
          payments received from the U.S. Government under the Continued Dumping
          and Subsidy Offset Act of 2000.

     •    Institutional  Revenues:  The  Company's  institutional  market (which
          includes the food service channel) increased $36.2 million,  or 53.2%,
          to $104.3 million for the nine months ended June 27, 2008. There was a
          negligible  increase due to volume,  with  increases in higher average
          selling prices and changes in sales mix accounting for the change.



American Italian Pasta Co.,
August 6, 2008
Page 2


     •    Cost of Goods Sold: The Company  continued to encounter  significantly
          higher  durum prices and higher  commodity  and  transportation  costs
          during the  nine-month  period ended June 27, 2008,  as opposed to the
          same period of the prior  fiscal  year.  Cost of goods sold  increased
          46.4% to $325.6 million for the nine months ended June 27, 2008,  from
          $222.4  million for the  nine-month  period ended June 29, 2007.  As a
          percentage of revenues, costs of goods sold increased to 80.0% for the
          nine-month  period ended June 27, 2008,  from 77.2% for the nine-month
          period  ended June 29,  2007.  These  increased  costs were  partially
          offset by higher selling prices.

CEO COMMENTS

"This is another important  milestone for the Company",  said Jack Kelly, CEO of
AIPC.  "We are pleased that, in bringing our SEC filings up to date, we are also
able to report solid  results for the first nine months of our fiscal  year.  We
look forward to the future and continued execution of our business plans."

ABOUT AIPC

Founded  in 1988 and based in Kansas  City,  Missouri,  American  Italian  Pasta
Company is the largest  producer of dry pasta in North America.  The Company has
four plants that are located in Excelsior  Springs,  Missouri;  Columbia,  South
Carolina;   Tolleson,   Arizona  and   Verolanuova,   Italy.   The  Company  has
approximately 600 employees located in the United States and Italy.



                                      # # #



American Italian Pasta Co.,
August 6, 2008
Page 3

                         AMERICAN ITALIAN PASTA COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                    Unaudited
                    (in thousands, except per share amounts)



                                                          Nine Months Ended     Nine Months Ended
                                                            June 27, 2008         June 29, 2007       Change
                                                            -------------         -------------       ------
Revenues                                                        $ 407,135           $ 288,056       $ 119,079
Cost of goods sold                                                325,563             222,357         103,206
                                                                ---------           ---------       ---------

Gross profit                                                       81,572              65,699          15,873

           Gross profit as a percent of revenues                     20.0%               22.8%

Selling and marketing expense                                      19,250              15,337           3,913
General and administrative expense                                 29,833              24,918           4,915
(Gains) losses related to long-lived assets                           344                (68)             412
                                                                ---------           ---------       ---------
Operating profit                                                   32,145              25,512           6,633

           Operating profit (loss)as a percent of revenues            7.9%                8.9%

Interest expense, net                                              20,706              22,215         (1,509)
Other (income) expense, net                                           224               (195)            419
                                                                ---------           ---------       ---------

Income before income taxes                                         11,215               3,492           7,723
Income tax (benefit)                                                (601)                 (3)           (598)
                                                                ---------           ---------       ---------
Net income                                                      $  11,816           $   3,495       $   8,321
                                                                =========           =========       =========

EARNINGS PER COMMON SHARE
Net income per common share                                     $    0.62           $    0.19

Weighted-average common shares outstanding                         18,988              18,671
                                                                =========           =========

EARNINGS PER COMMON SHARE - ASSUMING DILUTION
Net income per common share                                     $    0.62           $    0.18

Weighted-average common shares outstanding
  (including dilutive securities)                                  19,172              18,958
                                                                =========           =========



American Italian Pasta Co.,
August 6, 2008
Page 4


                         AMERICAN ITALIAN PASTA COMPANY
                           CONSOLIDATED BALANCE SHEET
                                    Unaudited
                      (in thousands, except share amounts)



                                                                     June 27, 2008
ASSETS
Current assets:
     Cash and cash equivalents                                         $   6,398
     Short-term investments                                                3,406
     Trade and other receivables, net                                     52,637
     Inventories                                                          72,367
     Prepaid expenses and other current assets                             7,322
     Deferred  income taxes                                                1,952
                                                                       ---------
Total current assets                                                     144,082
Property, plant and equipment, net                                       311,525
Brands and trademarks                                                     83,876
Other assets                                                              18,587
                                                                       ---------
Total assets                                                           $ 558,070
                                                                       =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                  $  30,861
     Accrued expenses                                                     31,582
     Current portion of deferred revenues                                     99
     Income taxes payable                                                      -
     Current maturities of long-term debt                                  2,174
                                                                       ---------
Total current liabilities                                                 64,716
Long-term debt, less current maturities                                  239,900
Income taxes payable                                                       1,858
Deferred income taxes                                                     35,078
Litigation settlement                                                     23,000
Deferred revenue, less current portion                                       322
                                                                       ---------
Total liabilities                                                        364,874
Commitments and contingencies
Stockholders' equity:
     Preferred stock, $.001 par value:
         Authorized shares - 10,000,000                                        -
         Issued and outstanding shares - none
     Class A common stock, $.001 par value:
         Authorized shares - 75,000,000                                       22
         Issued and outstanding shares -  21,550,433 and  19,387,259
     Class B common stock, par value $.001
         Authorized shares - 25,000,000                                        -
         Issued and outstanding - none
     Additional paid-in capital                                          252,193
     Treasury stock,  2,163,174 shares                                  (52,059)
     Accumulated other comprehensive income                               20,810
     Accumulated deficit                                                (27,770)
                                                                       ---------
Total stockholders' equity                                               193,196
                                                                       ---------
Total liabilities and stockholders' equity                             $ 558,070
                                                                       =========

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