EX-99 2 form8k_111004exh991.htm EXHIBIT 99.1 Exhibit 99.1 to Form 8-K for American Italian Pasta Company

                                                                    Exhibit 99.1


AMERICAN ITALIAN PASTA COMPANY

--------------------------------------------------------------------------------
                                                                           NEWS
                                                                         RELEASE
Contact:

George Shadid -
EVP & Chief Financial Officer
816-584-5621
gshadid@aipc.com

   FOR IMMEDIATE RELEASE


                  American Italian Pasta Company Reports Final
                   Fourth Quarter and Fiscal Year 2004 Results

--------------------------------------------------------------------------------

KANSAS CITY, MO, November 11, 2004 --- American Italian Pasta Company (NYSE:PLB)
today announced results for the fourth fiscal quarter and the full fiscal year
2004, which ended October 1, 2004. The Company's release will be discussed in a
conference call at 10:00 am Eastern Time today. The Company previously released
preliminary results on October 28, 2004.

The Company reported a net loss for the fourth quarter of ($12.2) million, or
($.67) per diluted share, generally in line with the preliminary results.
Excluding certain expenses totaling $14.4 million before tax ($9.5 million
after-tax, or $.52 per diluted share), the net loss would have been ($2.7)
million, or ($.15) per diluted share. Such excluded expenses are comprised of
$1.9 million in restructuring expenses, $8.6 million of costs related to
inventory reduction strategy (included in cost of goods sold) and $3.9 million
of expenses related to new product introduction and marketing. Net income in the
fourth fiscal quarter 2003 was $12.8 million, or $0.69 per diluted share.

Net income for the full 2004 fiscal year was $3.0 million, or $0.16 per diluted
share. Excluding certain expenses totaling $26.9 million before tax ($17.8
million after-tax, or $.96 per diluted share), net income would have been $20.8
million, or $1.12 per diluted share. Such excluded expenses are comprised of
$2.9 million in restructuring expenses, $14.1 million of costs related to
inventory reduction strategy (included in cost of goods sold) and $9.9 million
of expenses related to new product introduction and marketing. Net income for
the full 2003 fiscal year was $42.6 million, or $2.31 per diluted share.




AIPC
November 11, 2004
Page 2

As noted in the Company's earlier preliminary release, the fourth quarter
operating results were significantly impacted by several key developments, which
resulted in materially different financial results than had been anticipated.
The key developments included the following:

     o    Continued and accelerated consumption declines in the pasta industry,
          resulting in lower sales demand.

     o    Reduced operating margins, primarily due to lower net sales prices and
          rising costs.

     o    Production and manufacturing cost inefficiencies in the initial eight
          weeks following the implementation of the Company's restructuring and
          rightsizing program, including the impact of transferring industrial
          products to other plant facilities, which resulted in higher than
          expected per unit manufacturing and distribution costs.

     o    Customer shipment delays resulting from reduced inventory levels and
          product availability issues which negatively impacted revenues.

     o    Higher than expected costs relating to the Company's inventory
          reduction strategy, implemented as part of the restructuring program,
          which totaled $8.6 million.

     o    Reduced carb product sales were nearly 50% less than earlier
          expectations in spite of heavy introductory marketing spending of $3.9
          million during the quarter. There were no sales to Atkins Nutritionals
          of their proprietary low carb products during the quarter. .

Tim Webster, President and Chief Executive Officer, commented on the quarterly
results: "The fourth quarter was very challenging for our Company and we are
disappointed with the operating performance. There were a number of factors
contributing to the results, including deteriorating pasta market conditions and
our restructuring. We continue to see no significant rebound in consumer demand
for pasta or the prevailing industry conditions that have impacted our ability
to realize targeted profits and margins. The operational and profit impacts of
the restructuring were much greater than expected; however, we believe our
operations will improve over the next two quarters. We accomplished our primary
restructuring goals of capacity, inventory and cost structure reductions. Our
inventories are approximately $24 million lower than at the beginning of the
quarter, we generated $18.5 million in cash and reduced debt by approximately
$20 million during the quarter."

Mr. Webster continued, "As an industry leader, we have recently led the way in
reducing production capacity. As we recently discussed, we have determined that
we must institute additional measures to increase our profits and margins to
more appropriate levels. Therefore, we have begun implementing a new pricing
strategy that will increase average sales prices over the course of fiscal 2005.
Our new pricing strategy is expected to recover increased costs of production
including raw materials, utilities, freight, other operating costs and improve
our overall returns."




AIPC
November 11, 2004
Page 3



Restructuring and Rightsizing Program

As announced in June 2004, the Company is continuing to implement a
restructuring and rightsizing program to better align its production capacity
and cost structure with its current operating profile and the pasta industry
environment. The restructuring program responds to the industry-wide reductions
in demand and manufacturing overcapacity. The three key components of
implementation were substantially achieved in July with the completion of our
workforce reductions, the suspension of full operations at our Kenosha,
Wisconsin facility and the temporary shutdowns at two other manufacturing
facilities. As a result of the restructuring, the Company's production capacity
and output more effectively match anticipated sales demand, significant future
cost savings will be generated and lower inventory levels have been achieved.

Horst W. Schroeder, Chairman of the Board, commented, "As is typical in a
restructuring of this nature, there is a period of time after changes are
implemented when production and manufacturing cost inefficiencies are
experienced. As we significantly reduced production capacity, moved
manufacturing requirements from the Kenosha plant to our other three U.S. plants
and changed the distribution points of a significant amount of production and
inventory, we experienced a more difficult transition phase than expected. This
resulted in higher than projected operating costs due to product waste,
production inefficiencies and incremental distribution costs. We expect these
operating processes and the related cost inefficiencies to come in line during
the first and second quarters of fiscal 2005."

Mr. Schroeder continued, "The operational factors surrounding the implementation
of the restructuring and the concurrent reductions in our inventory levels have
resulted in some specific product availability issues. As a consequence, a
number of customer orders were delayed during the fourth quarter. To alleviate
this pressure on short-term product availability and to assure high levels of
customer service, in mid-October we partially re-activated the Kenosha facility.
The availability of this plant for short-term production needs such as this
results from having the Kenosha plant on stand-by as we discussed at the time of
the restructuring."

Other Operating Highlights

Other operating highlights of the fourth quarter and the full year include:

     o    Revenues: For the fourth quarter total revenues were $99.2 million,
          decreasing 15.1% from $116.9 million in the fourth quarter of fiscal
          2003. Revenues for the quarter were adversely impacted by the shipping
          delays of certain customer orders that resulted from the production
          and distribution inefficiencies after the implementation of the
          restructuring and rightsizing program.

          Full year total revenues were $417.4 million, decreasing 4.9% from
          $438.8 million in fiscal 2003.

          o    Retail revenues: In the fourth quarter, the Company's retail
               revenues decreased by approximately 21% (on an approximately 9%
               reduction in volume) as compared to the prior year quarter.
               Industry-wide retail consumption of dry pasta (as measured by
               ACNielsen) declined in volume by 4-5% and 6-7% for the 13-week
               and four-week periods ended October 4, 2004, respectively. The
               Company



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November 11, 2004
Page 4



               also had decreased revenues due to a decrease of $0.6 million
               from the Continued Dumping and Subsidy Offset act of 2000.

          o    Institutional revenues: In the quarter, the Company's
               institutional revenues increased approximately 4% (on volume
               increase of approximately 1%). The institutional business
               outpaced the overall market due primarily to strong sales in
               Europe.

     o    Reduced and low carb product lines: In response to what appeared to be
          a growing consumer trend for consumption of reduced carb products in
          early fiscal 2004, the Company introduced a portfolio of new reduced
          carb and low carb products. This strategy also was designed to help
          mitigate the impact of general pasta consumption declines. Less than
          expected consumer acceptance of branded reduced carb products,
          resulted in a cancellation of planned introduction of reduced carb
          private label products to customers. The Company believes that reduced
          carb products will continue to fulfill a relevant role in the diets of
          some consumers, but the product line will not be a significant driver
          of the Company's sales and will not compensate for volume declines and
          associated profits of traditional pasta.

          In connection with the reduced carb line, new product development and
          start-up costs of $3.9 million were incurred relating to the "upfront"
          investment in the new products. In addition, marketing costs
          aggregating $6.0 million for introductory marketing support were
          incurred in fiscal 2004, including $3.9 million in the fourth quarter
          (included in selling and marketing costs). Revenues of reduced carb
          products in the quarter were nearly 50% less than earlier expectations
          and were $9.9 million for the full year.

          A "low carb" product line was developed under a supply agreement
          entered early in fiscal 2004 with Atkins Nutritional Services. While
          early sales levels were encouraging, recent trends and revenues are
          not achieving the levels originally expected. There were no revenues
          under this agreement in the fourth quarter and such revenues
          aggregated $5.7 million during fiscal 2004. As the sales outlook for
          the Atkins product line is substantially diminished, recoverability of
          $0.8 million of certain assets relating to the agreement became
          uncertain and were expensed in the fourth quarter.

     o    Restructuring and rightsizing program costs: During the fourth
          quarter, the Company recorded $1.9 million of costs related to the
          restructuring and rightsizing program; such costs aggregated $2.9
          million for the full year.

     o    Cost of goods sold: One of the key objectives of the Company's
          restructuring and rightsizing program was to reduce per unit
          manufacturing costs that resulted from lower production volumes than
          encompassed in original operating plans for the year. The lower
          utilization of production capacity, combined with a manufacturing and
          logistics cost structure that included proportionately high levels of
          fixed costs, resulted in substantial increases in cost of goods sold.
          As the rightsizing program's initial implementation did not commence
          until late July, combined with subsequent short-term production and
          logistics inefficiencies, the per unit manufacturing costs continued
          at higher levels in the fourth quarter. In addition, the Company
          continues to experience higher raw materials, utility and freight
          costs, due in part from significantly increased transportation charges
          resulting from recent hurricane conditions in the southeastern United
          States.



AIPC
November 11, 2004
Page 5


          During the fourth quarter, the Company continued to incur costs
          relating to the inventory reduction strategy, a key element of the
          rightsizing and restructuring program. Such costs totaled $8.6 million
          and include costs relating to the Kenosha plant's suspended
          operations, costs incurred at two plants while temporarily shutdown
          during July and liquidation of and write-downs of certain higher
          valued inventory. The Kenosha expenses include manufacturing costs as
          the plant's operations and production levels wound down, as well as
          the costs incurred in preparing the plant for closure. Temporary plant
          shutdown expenses include the ongoing expenses during shutdowns which
          would normally be treated as production costs and charged to inventory
          but, in the absence of production, have been charged to cost of goods
          sold.

          These higher cost factors, combined with lower net sales prices and
          unfavorable sales mix, resulted in gross margins declining to 8.4% and
          22.5% of revenue in the fourth quarter and full year, respectively.
          Gross margins were 32.9% and 32.8% in the prior year's fourth quarter
          and full year, respectively. Excluding the impacts of the inventory
          reduction strategy of $8.6 million and $14.1 million for the fourth
          quarter and the full year, respectively, gross margins would have been
          17.1% and 25.9%, respectively.

     o    Selling and marketing costs: Costs in the fourth quarter increased
          over the prior year quarter, primarily relating to $3.9 million of
          marketing support for the Company's reduced carb product line.

     o    General and administrative expenses: During the fourth quarter, the
          Company recorded additional reserves for doubtful accounts totaling
          $1.4 million to replenish reserves after the write off in fiscal 2004
          of approximately $1.0 million relating to a customer bankruptcy filing
          and provide for anticipated uncollectible accounts that have been
          identified.

     o    Cash flow: Operating cash flow for the fourth quarter was $22.8
          million and free cash flow (operating cash flow less capital
          expenditures) was $18.5 million. As expected, inventories were reduced
          during the fourth quarter by approximately $24 million and have been
          reduced by $18.1 million as compared to the end of fiscal year 2003.

     o    Bank credit agreement: The Company's bank credit agreement was
          recently amended to revise certain financial covenants.

Quarterly Dividend:

In a separate press release, the Company today confirmed their October 28, 2004
preliminary announcement of a quarterly dividend payment of 18.75 cents per
share.



AIPC
November 11, 2004
Page 6



Fiscal 2005 Outlook and Key Financial Objectives:

The Company's October 28, 2004 press release outlined certain components of the
Company's anticipated operating environment and 2005 business plan, including
key financial targets. Based on the Company's objectives, strategies and action
plans, as well as current assumptions regarding pasta market conditions,
commodities and other key cost components, the following targets have been
established for fiscal 2005:

°      Net revenues                        $370 -  400 million
°      Operating profit                       $38 - 45 million
°      Interest expense                       $15 - 17 million
°      Net income                             $15 - 18 million
°      Earnings per share               $.80 - $1.00 per share
°      Free cash flow  - available for        $40 - 45 million
                        debt repayment & dividends
                     (operating cash flow less
                     capital expenditures)

In addition, the 2005 business plan is strongly focused on balance sheet
management. Capital expenditures are expected to be under $20 million in 2005
and working capital reduction efforts have been implemented. A program to reduce
debt levels and interest cost during the year has also been undertaken.

The 2005 business plan calls for steady profit improvements each quarter and if
the fourth quarter of 2005 results are sustained in 2006, the Company would be
approaching its historical operating income margin of mid-teens as a percent of
revenue. The above guidance does not include the impact of the proposed
Statement of Financial Accounting Standards regarding stock based compensation.

In this press release, the Company has identified certain expenses that are
included with other broader statement of operations categories, has presented
operating profit and earnings (loss) per share after certain items, and has also
provided information about its "free cash flow". These are non-GAAP financial
measures which management believes provide useful information about the
Company's operating results and cash generation. These measures are used
internally with management and the Board of Directors to evaluate business
performance. These measures may not be comparable to a similarly titled measure
of another company.

Conference Call and Webcast

The Company will host a conference call today at 9:00 a.m. Central Time (10:00
a.m. Eastern). Access to the conference call will be available via the Internet
and telephone. Internet users can access the call at the Investor Relations
section of the Company's website (http://www.aipc.com). Internet participants
should go to the website at least 15 minutes before the start of the call to
register, download, and install any necessary audio software. For those without
Internet access, the conference call-in number is 913-981-4901.

For those unable to attend the live broadcast, a replay will be made available
shortly after the conference call at the Company's website for 30 days and via
telephone through November 12, 2004. To dial in for the replay, the call-in
number is 719-457-0820. The replay password is 899822.



AIPC
November 11, 2004
Page 7

Founded in 1988 and based in Kansas City, Missouri, American Italian Pasta
Company is the largest producer and marketer of dry pasta in North America. The
Company has five plants that are located in Excelsior Springs, Missouri;
Columbia, South Carolina; Tolleson, Arizona; Kenosha, Wisconsin and Verolanuova,
Italy. The Company has approximately 650 employees located in the United States
and Italy.

The statements by the Company contained in this release in the section "Fiscal
2005 Business Outlook and Key Financial Objectives" are forward-looking and
based on current expectations. Actual future results could differ materially
from those anticipated by such forward-looking statements. The differences could
be caused by a number of factors, including, but not limited to, our dependence
on a limited number of customers for a substantial portion of our revenue, our
ability to fully implement our restructuring and rightsizing program, our
ability to obtain necessary raw materials and minimize fluctuations in raw
material prices, the impact of the highly competitive environment in which we
operate, our reliance exclusively on a single product category, our ability to
attract and retain key personnel, and our ability to cost-effectively transport
our products. For additional discussion of the principal factors that could
cause actual results to be materially different, refer to our report on Form 8-K
dated July 28, 2004, filed by the Company with the Securities and Exchange
Commission. The Company will not update any forward-looking statements in this
press release to reflect future events.



AIPC
November 11, 2004
Page 8


AMERICAN ITALIAN PASTA COMPANY
Consolidated Statements of Operations
(in thousands, except per share amounts)

                                                                                   Three Months          Three Months
                                                                                       Ended                 Ended
                                                                                  October 1, 2004       October 3, 2003     % Change
                                                                                  ---------------       ---------------     --------
Revenues
    Retail                                                                             $ 69,721              $ 88,563            -21.3%
    Institutional                                                                        29,503                28,291              4.3%
                                                                                         ------               -------
                                                                                         99,224               116,854            -15.1%

Cost of goods sold                                                                       90,859                78,423             15.9%
                                                                                         ------               -------
Gross profit                                                                              8,365                38,431            -78.2%

                                                                                           8.4%                 32.9%

Selling and marketing expense                                                            16,168                12,525             29.1%
General and administrative expense                                                        4,865                 3,647             33.4%
Provision for restructuring and rightsizing program                                       1,923                    --               N/A
                                                                                       --------               -------
Operating profit (loss)                                                                (14,591)                22,259           -165.6%

                                                                                         -14.7%                 19.0%

Interest expense, net                                                                     3,866                 3,135             23.3%
                                                                                       --------                ------

Income (loss) before income tax expense                                                (18,457)                19,124           -196.5%
Income tax provision (benefit)                                                          (6,284)                 6,318           -199.5%
                                                                                      ---------              --------
Net income (loss)                                                                     $(12,173)              $ 12,806           -195.1%
                                                                                      =========              ========

                                                                                         -12.3%                 11.0%

Basic Earnings Per Common Share:

    Net income (loss) per common share                                                $  (0.67)               $  0.71           -194.4%
                                                                                      =========               =======

    Weighted average common shares outstanding                                           18,089                17,935
                                                                                      =========               =======

Diluted Earnings Per Common Share:

    Net income (loss) per common share                                                $  (0.67)               $  0.69           -197.1%
                                                                                      =========               =======

    Weighted average common shares outstanding                                           18,089                18,639
                                                                                      =========               =======

AIPC
November 11, 2004
Page 9



AMERICAN ITALIAN PASTA COMPANY
Consolidated Statements of Operations
(in thousands, except per share amounts)


                                                                                    Year Ended              Year Ended
                                                                                  October 1, 2004        October 3, 2003       % Change
                                                                                  ---------------        ---------------       --------
Revenues
    Retail                                                                           $ 303,697                 $ 329,744             -7.9%
    Institutional                                                                      113,657                   109,100              4.2%
                                                                                       -------       ---         -------
                                                                                       417,354                   438,844             -4.9%

Cost of goods sold                                                                     319,621                   295,114              8.3%
New product development and start-up expenses                                            3,906                        --               N/A
                                                                                        ------       --------------   --
Gross profit                                                                            93,827                   143,730            -34.7%

                                                                                         22.5%                     32.8%

Selling and marketing expense                                                           58,668                    51,078             14.9%
General and administrative expense                                                      15,078                    12,880             17.1%
Provision for restructuring and rightsizing program                                      2,868                        --               N/A
Provision for acquisition and plant start-up expenses                                                              4,939               N/A
                                                                                        ------                     -----
                                                                                            --
Operating profit                                                                        17,213                    74,833            -77.0%

                                                                                          4.1%                     17.1%

Interest expense, net                                                                   13,053                    11,183             16.7%
                                                                                        ------                    ------

Income before income tax expense                                                         4,160                    63,650            -93.5%

     Income tax provision                                                                1,171                    21,017            -94.4%
                                                                                       -------                    ------

Net income                                                                             $ 2,989                  $ 42,633            -93.0%
                                                                                       =======                  ========

                                                                                          0.7%                      9.7%

Basic Earnings Per Common Share:

    Net income per common share                                                        $  0.17                   $  2.39            -92.9%
                                                                                       =======                   =======

    Weighted average common shares outstanding                                          18,043                    17,833
                                                                                       =======                    ======

Diluted Earnings Per Common Share:

    Net income per common share                                                        $  0.16                   $  2.31            -93.1%
                                                                                       =======                   =======

    Weighted average common shares outstanding                                          18,544                    18,490
                                                                                        ======                    ======

AIPC
November 11, 2004
Page 10



AMERICAN ITALIAN PASTA COMPANY
Consolidated Balance Sheets
(in thousands, except per share amounts)

                                                                                              October 1,             October 3,
                                                                                                 2004                   2003
                                                                                                 ----                   ----
Assets
Current assets:
    Cash and temporary investments                                                             $  4,350               $ 6,465
    Trade and other receivables                                                                  45,704                51,730
    Prepaid expenses and deposits                                                                10,554                12,692
    Inventory                                                                                    60,704                78,760
    Deferred income taxes                                                                                               2,435
                                                                                                -------               -------
                                                                                                    789
Total current assets                                                                            122,101               152,082
Property, plant and equipment:
    Land and improvements                                                                        15,050                14,867
    Buildings                                                                                   133,534               132,035
    Plant and mill equipment                                                                    384,020               355,767
    Furniture, fixtures and equipment                                                            29,990                25,266
                                                                                               --------              --------
                                                                                                562,594               527,935
    Accumulated depreciation                                                                   (145,836)             (122,811)
                                                                                               --------              --------
                                                                                                416,758               405,124
    Construction in progress                                                                     10,833                18,996
                                                                                                -------               -------
Total property, plant and equipment                                                             427,591               424,120
Other assets                                                                                    198,718               194,293
                                                                                               --------              --------
Total assets                                                                                   $748,410              $770,495
                                                                                               ========              ========

Liabilities and stockholders' equity

Current liabilities:
    Accounts payable                                                                           $ 36,264              $ 42,416
    Accrued expenses                                                                             17,134                18,480
    Income tax payable                                                                               --                 1,096
    Current maturities of long-term debt                                                          2,040                 2,554
                                                                                                 ------               -------
Total current liabilities                                                                        55,438                64,546

Long-term debt                                                                                  286,795               300,778
Deferred income taxes                                                                            63,691                61,666
Commitments and contingencies
Stockholders' equity:
    Preferred stock, $.001 par value: Authorized shares - 10,000,000                                 --                    --
    Class A common stock, $.001 par value: Authorized shares - 75,000,000                            20                    20
    Class B common stock, $.001 par value: Authorized shares - 25,000,000                            --                    --
    Additional paid-in capital                                                                  232,184               227,234
    Treasury stock                                                                              (51,657)              (46,585)
     Unearned compensation                                                                       (2,556)                 (891)
    Retained earnings                                                                           160,720               164,495
    Accumulated other comprehensive loss                                                          3,775
                                                                                                -------
                                                                                                                         (768)
Total stockholders' equity                                                                      342,486               343,505
                                                                                               --------              --------
Total liabilities and stockholders' equity                                                     $748,410              $770,495
                                                                                               ========              ========



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