-----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, LF1R0+/I8GX+uAGBVUwkKqayXR65C+NaAMJV6r2zmHQgYu7PSffr9XTzceqNzKXW vA6CJLzjSJrWpW5zGZQotg== 0000922907-07-000073.txt : 20070202 0000922907-07-000073.hdr.sgml : 20070202 20070202150119 ACCESSION NUMBER: 0000922907-07-000073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070202 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070202 DATE AS OF CHANGE: 20070202 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: 07576100 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_020207.htm Form 8-K


                                  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)        February 2, 2007
                                                --------------------------------

                         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)

   Registrant's telephone number, including area code          (816) 584-5000
                                                      --------------------------
                                 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 February 2, 2007,  American Italian Pasta Company (the "Company") issued
a press release  providing  certain  liquidity and revenue  information  for the
first quarter of fiscal year 2007. The press release is attached as Exhibit 99.1
hereto and incorporated herein by reference.

Item 8.01  Other Events.

     The press release also provided an update on the restatement process.

Item 9.01  Financial Statements and Exhibits.

     (d)     Exhibits.

     99.1    Press release dated February 2, 2007.





                                   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:  February 2, 2007           AMERICAN ITALIAN PASTA COMPANY


                                       By:   /s/ Paul R. Geist
                                          --------------------------------------
                                            Paul R. Geist
                                            Vice President & Corporate
                                            Controller





                                  EXHIBIT INDEX


Exhibit Number             Description


     99.1                  Press release dated February 2, 2007.


EX-99 2 form8kexh991_020207.htm Exhibit 99.1



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

Contact:

Paul Geist
Vice President & Corporate Controller
816-584-5611


For Immediate Release

                 AMERICAN ITALIAN PASTA COMPANY PROVIDES CERTAIN
                  LIQUIDITY AND REVENUE INFORMATION AND UPDATES
                              RESTATEMENT PROCESS

KANSAS CITY, MO,  February 2, 2007 - American  Italian Pasta Company  (AITP.PK),
the largest producer and marketer of dry pasta in North America,  today provided
certain liquidity and revenue information. The Company also updated its progress
in completing the restatement of its historical financial statements.

LIQUIDITY

For the first quarter of fiscal 2007,  ending on December 29, 2006,  the Company
had total  liquidity  resources of $50.5 million,  consisting of cash on hand of
$22.8 million and $27.7  million  available  under the  Company's  $30.0 million
revolving credit facility.

Total debt outstanding on December 29, 2006 was $254.3 million.  Total debt, net
of cash,  was $231.5  million,  compared to $239.3  million as of September  29,
2006, the Company's fiscal year end,  reflecting a reduction in net debt of $7.8
million in the first quarter of fiscal 2007.

For the fiscal  quarter  ended  December  29,  2006,  the  Company's  cash flows
included  the  following  items of  significance:  receipt  of $3.0  million  in
anti-dumping  income from the U.S.  government  under the Continued  Dumping and
Subsidy  Offset Act of 2000;  net cash interest of $7.5  million;  cash taxes of
$0.2 million;  capital  expenditures of $1.5 million;  professional fees of $2.5
million relating to the Audit Committee  investigation,  shareholder  litigation
and related matters; and management consulting fees of $0.5 million.

The Company  noted that all  historical  liquidity  amounts  outlined  above are
unaudited  and  are  subject  to  adjustments  resulting  from  the  continuing,
previously announced Audit Committee investigation.





American Italian Pasta Co.
February 2, 2007
Page 2


REVENUE INFORMATION

As  previously  announced,  the Company has  changed its  reporting  of revenues
regarding certain promotional expenses,  treating them as a reduction in revenue
as opposed to selling  and  marketing  expense on the  Company's  statements  of
operations.  While this reclassification  reduces reported revenues, it does not
change reported net income (loss).  With this  reclassification,  total revenues
for the first  fiscal  quarter  ending  December  29,  2006 were  $94.0  million
compared to $93.7 million in the first fiscal  quarter ended  December 30, 2005,
reflecting an increase of 0.3% in revenue compared to the previous fiscal year's
quarter.  Overall volume decreased 3.1% during the quarterly period, as compared
to the previous  fiscal year's  quarter.  Excluding  liquidation  sales of $0.01
million  and $0.7  million in the first  quarter of fiscal  years 2007 and 2006,
respectively,  revenue  increased  1.0% and volume  decreased  1.6% in the first
quarter of fiscal 2007  compared to the  previous  fiscal  year's  quarter.  The
Company has previously  noted that it had  significant  obsolete  inventory from
prior  periods and believes that  providing  the revenue and volume  information
excluding the sale of this inventory provides additional  information  regarding
the Company's ongoing operations.

The Company also noted that all historical  revenue  amounts  outlined above are
unaudited  and are  subject to  adjustments,  including  adjustments  related to
promotional  expenses,  accounting  period  cutoff,  and other  related  revenue
recognition  issues  resulting from the continuing,  previously  announced Audit
Committee investigation.

RESTATEMENT UPDATE

The Company is in the process of completing its review of all identified issues,
completing the preparation of its internal  financial  statements,  drafting its
required  filings for fiscal year ended September 30, 2005, and working with our
independent   auditors  to  complete  the  restatement  process.  As  previously
announced,  the Company has been applying all available  internal  resources and
has retained outside assistance to complete its required filings,  including the
Company's  annual report on Form 10-K for fiscal year ended  September 30, 2005.
The Company is working to complete this process as soon as practicable.


ABOUT AIPC

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 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.


When used in this release,  the words "anticipate,"  "believe,"  "estimate," and
"expect"  and similar  expressions  are  intended  to  identify  forward-looking
statements, but are not 





American Italian Pasta Co.
February 2, 2007
Page 3


the exclusive  means of  identifying  these  statements.  The  statements by the
Company  regarding  the expected  liquidity  position and revenues for the first
fiscal  quarters  of 2006 and 2007 and the full  year of  fiscal  year  2006 are
forward-looking.   Actual  results  or  events  could  differ  materially.   The
differences could be caused by a number of factors,  including,  but not limited
to, the  completion  and  findings  of the Audit  Committee  investigation,  the
Company's  review of its  financial  statements,  a review  and/or  audit of the
Company's financial  statements by its independent  registered public accounting
firm, the SEC staff review,  and the  conclusions  reached  regarding  financial
reporting.  The Company will not update any  forward-looking  statements in this
press release to reflect future events.

                                      # # #


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