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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 13, 1999
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NEW WORLD PASTA COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 52-2006441
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
85 Shannon Road Harrisburg, Pennsylvania 17112
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 526-2200
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INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events
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On August 13, 1999, New World Pasta Company announced its results of operations
for the second quarter of 1999. A copy of the press release announcing the
results is incorporated herein by reference and a copy is filed herewith as
Exhibit 99.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 13, 1999
NEW WORLD PASTA COMPANY
By /s/ Mark E. Kimmel
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Mark E. Kimmel
Secretary and General Counsel
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Exhibit Index
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Exhibit No. Description Page No.
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99 Press Release dated 4-6
August 13, 1999
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COMPANY PRESS RELEASE
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SOURCE: New World Pasta Company
New World Pasta Announces Sales and Income for Second Quarter of 1999
Harrisburg, PA, August 12, 1999/ - New World Pasta Company, the successor to the
pasta business previously owned by Hershey Foods Corporation, today announced
sales and earnings for the second quarter ended July 4, 1999. Net Sales for the
second quarter of 1999 were $84,531,000, an increase of 0.3% from the second
quarter of 1998. Income from operations was $4,496,000, a decline of 49.1%, and
New World Pasta had a net loss of $691,000 for the second quarter. During the
first six months of 1999, New World Pasta had net sales of $180,802,000, a
decline of 6.3% from the same period in 1998. Income from operations of
$7,680,000 declined by 63.4%, and the company had a net loss of $4,095,000 for
the first six months of 1999. The increase in net sales for the second quarter
was primarily the result of increases in unit volumes offset partially by a net
price decline. The decrease in income from operations was due to the increase in
sales volume, which was more than offset by an increase in cost of sales and
increased operating expenses attributable primarily to the planned closing of
the Kansas City plant. The net loss was primarily impacted by the net interest
expense, non-recurring expenses incurred in connection with the
recapitalization, and start-up costs, offset partially by the income tax
benefit.
"Our second quarter results reflected the implementation of the initial stages
of our revised marketing strategy," said C. Mickey Skinner, Chairman and Chief
Executive Officer. "We believe that the full impact of these changes in our
price and promotion strategy will be realized in the final trimester of the
year, when the retail execution of these new promotion strategies is broadly
implemented. We also are finalizing the transition from Hershey Foods and
one-time charges should be coming to an end," Skinner concluded.
New World Pasta Company is the leading manufacturer and distributor of retail
branded dry pasta in the United States, and is a supplier of dry pasta to the
U. S. private label, industrial and foodservice segments. New World markets its
pasta products under the RONZONI, SAN GIORGIO, AMERICAN BEAUTY, SKINNER, P&R,
LIGHT `N FLUFFY and MRS. WEISS' brand names.
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NEW WORLD PASTA COMPANY
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
for the periods ended July 4, 1999 and July 5, 1998
(in thousands)
<TABLE>
<CAPTION>
(unaudited) (unaudited)
Three Months Ended Six Months Ended
July 4, 1999 July 5, 1998 July 4, 1999 July 5, 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 84,531 $ 84,263 $ 180,802 $ 192,910
Cost of sales 46,231 45,618 97,844 105,110
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Gross profit 38,300 38,645 82,958 87,800
Selling and marketing expenses 26,432 26,920 58,192 60,799
General and administrative expenses 4,035 2,892 6,639 6,011
Non-recurring transaction expenses 637 - 7,747 -
Cost of restructuring 2,700 - 2,700 -
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Income from operations 4,496 8,833 7,680 20,990
Interest expense, net 6,985 - 12,411 -
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Income (loss) before income taxes (2,489) 8,833 (4,731) 20,990
Income tax expense (benefit) (1,798) 3,365 (636) 7,997
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Net income (loss) (691) 5,468 (4,095) 12,993
Dividends on preferred stock 3,248 - 5,832 -
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Net income (loss) attributable to common stock $ (3,939) $ 5,468 $ (9,927) $ 12,993
============= ============ ============= =============
</TABLE>
NOTE: Cost of Restructuring is the estimated net cost of executing the closing
of the Kansas City, Kansas plant announced May 20, 1999. Included in this
estimate is the cost of severance for plant employees, the write-off of
equipment, as well as other facility exit costs.
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NEW WORLD PASTA COMPANY
CONSOLIDATED BALANCE SHEETS
As of July 4, 1999 and December 31, 1998
(in thousands, except share data)
<TABLE>
<CAPTION>
1999 1998
(unaudited)
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $11,198 $0
Trade and other receivables, net 18,150 18,447
Deferred income taxes 1,642 3,275
Prepaid expenses and other current assets 2,149 4,793
Inventories, net 22,513 22,547
Total current assets 55,652 49,062
Property, plant and equipment, net 105,483 108,928
Deferred income taxes 111,899 0
Intangible assets, net 65,798 67,027
Deferred debt costs, net 9,131 0
Total assets 347,963 225,017
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt 1,400 0
Loans payable 294 0
Accounts payable 7,771 9,657
Accrued marketing costs 12,255 10,932
Accrued interest 6,582 0
Accrued cost of restructuring 2,700 0
Other accrued liabilities 11,824 7,675
Total current liabilities 42,826 28,264
Long term-debt, less current maturities 298,250 0
Deferred income taxes 0 21,937
Employee benefit liabilities 7,872 7,872
Total liabilities 348,948 58,073
Mandatorily redeemable cumulative preferred stock 119,317 0
Stockholders' equity (deficit):
Common Stock, $10 par value; 5,000,000 shares authorized;
5,000,000 shares issued and outstanding as of July 4, 1999 50,000 0
Additional paid-in capital 112,906 0
Retained earnings (deficit) (283,208) 166,944
Total stockholders' equity (deficit) (120,302) 166,944
Total liabilities and stockholders' equity (deficit) 347,963 225,017
</TABLE>
