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 5, 2005
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AMERICAN ITALIAN PASTA COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 001-13403 84-1032638
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4100 N. Mulberry Drive, Suite 200, Kansas City, Missouri 64116
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (816) 584-5000
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Not Applicable
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(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 (see General Instruction A.2. below):
[ ] 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 9, 2005, American Italian Pasta Company issued a press release
announcing it is delaying the release of its full financial results for the
third fiscal quarter ended July 1, 2005, and is also delaying the filing of its
third quarter Form 10-Q with the Securities and Exchange Commission. The Company
also stated that its Audit Committee is conducting an internal investigation of
certain accounting procedures and practices and certain other matters. The
Company also outlined impairment charges and other financial statement
adjustments that it intends to record and provided an overview of its business
results for the third quarter. A copy of the press release is furnished under
Item 9.01 of this Form 8-K as Exhibit 99.1.
Item 2.06 Material Impairments.
On August 5, 2005, the Company determined that it could not file its Form
10-Q for the third fiscal quarter ended July 1, 2005 by the due date of August
10, 2005. The Company had anticipated that impairment charges (non-cash) to be
recorded in the third quarter aggregating $36.7 million on a pre-tax basis,
would be included in that report. Because the Quarterly Report was not filed,
the Company is filing this report under Item 2.06 of Form 8-K. The charges
include impairments of intangible assets and property, plant and equipment as
follows:
Intangibles - Brands and Trademarks: Certain of the Company's pasta brands have
experienced declines in sales volume and related revenues over recent months
resulting in corresponding declines in market share and profitability (primarily
the Golden Grain-Mission and R&F brands). The recent operating trends and the
currently forecasted future performance for these brands differ significantly
from the Company's earlier expectations. In accordance with SFAS No. 142 -
"Goodwill and Other Intangible Assets", the recoverability of these intangible
assets has been evaluated and the Company has determined that impairments now
exist. Accordingly, pre-tax impairment charges of $35.1 million will be recorded
in the third quarter.
Long Lived Assets - Property, Plant and Equipment: During the third quarter, the
Company identified certain manufacturing equipment that will not be utilized in
the Company's future operations. In accordance with SFAS No. 144 - "Accounting
for the Impairment or Disposal of Long Lived Assets", the Company will record in
the third quarter a write-down of the asset-carrying values to estimated net
realizable value, that will result in a pre-tax impairment charge of $1.6
million.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release issued August 9, 2005.
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.
AMERICAN ITALIAN PASTA COMPANY
Date: August 11, 2005
/s/ George D. Shadid
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George D. Shadid
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press release issued August 9, 2005
