<PAGE>
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) March 6, 2000
-------------
NEW WORLD PASTA COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-76763 52-2006441
- --------------------------------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
85 Shannon Road Harrisburg, Pennsylvania 17112
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including zip code: (717)526-2200
------------
Page 1 of 6 Pages
Exhibit Index - Page 3
<PAGE>
INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events
------------
On March 6, 2000, New World Pasta Company announced its results of operations
for the fourth quarter and year ended December 31, 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: March 6, 2000
NEW WORLD PASTA COMPANY
By /s/ Mark E. Kimmel
------------------
Mark E. Kimmel
Secretary and General Counsel
Page 2 of 6 Pages
<PAGE>
Exhibit Index
-------------
Exhibit No. Description Page No.
- ------------ ----------- --------
99 Press Release dated 4-6
March 6, 2000
Page 3 of 6 Pages
<PAGE>
COMPANY PRESS RELEASE
---------------------
SOURCE: New World Pasta Company
New World Pasta Announces Sales and Income for 1999
---------------------------------------------------
Harrisburg, PA March 6, 2000 - New World Pasta Company today announced sales and
earnings for the fourth quarter and the twelve months ended December 31, 1999.
Net Sales for the fourth quarter of 1999 were $86,261,000, a decrease of 5.2%
from the fourth quarter of 1998. Income from operations was $11,874,000, an
increase of 32.6% from the fourth quarter of 1998. Net income was $3,043,000 for
the fourth quarter, a decrease of $2,497,000 or 45.1% from the fourth quarter of
1998.
For the twelve months ending December 31, 1999 New World Pasta had net sales of
$354,019,000, a decline of 5.1% from 1998. Income from operations of $29,559,000
declined by 29.4% from 1998, and the company had net income of $460,000 for
1999. The decrease in net sales for 1999 was the result of both unit volume and
net price declines. The decrease in income from operations was due to decreased
net sales, non-recurring transaction expenses and the cost of restructuring
related to the Kansas City plant closure, partially offset by lower durum
semolina costs. In addition to these factors that affected income from
operations, net income was also impacted by net interest expense partially
offset by lower tax expense.
"Although topline results did not meet our original expectations, 1999 was
nonetheless a very successful and rewarding year for New World Pasta," said C.
Mickey Skinner, Chairman, Emeritus. "We completed a successful transition from
Hershey, established a fully independent operating entity, and implemented the
initial phases of our revised marketing strategy to stabilize and grow the
business." Mr. Skinner continued, "During the first transitional year, we also
managed the business through an unfortunate, but necessary, facility closure at
Kansas City and a work stoppage at our Omaha facility. We are pleased that the
work stoppage ended January 30, 2000 and the Omaha facility is once again a
fully productive part of our manufacturing infrastructure."
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 food service segments. New World markets its
products under the RONZONI, SAN GIORGIO, AMERICAN BEAUTY, SKINNER, P & R, LIGHT
`N FLUFFY, and MRS. WEISS brand names.
* * * * *
Page 4 of 6 Pages
<PAGE>
NEW WORLD PASTA COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
Dec. 31, 1999 Dec. 31, 1998 Dec. 31, 1999 Dec. 31, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $ 86,261 $ 90,944 $ 354,019 $ 373,096
Cost of sales 43,731 51,143 187,066 205,775
--------- --------- --------- ---------
Gross profit 42,530 39,801 166,953 167,321
Selling and marketing expenses 28,113 24,925 113,259 109,788
General and administrative expenses 2,743 5,922 13,671 15,665
Non-recurring transaction expenses (200) -- 7,764 --
Cost of restructuring -- -- 2,700 --
--------- --------- --------- ---------
Income from operations 11,874 8,954 29,559 41,868
Interest expense, net 6,862 -- 26,325 --
--------- --------- --------- ---------
Income (loss) before income taxes 5,012 8,954 3,234 41,868
Income tax expense (benefit) 1,969 3,413 2,774 15,954
--------- --------- --------- ---------
Net income (loss) 3,043 5,541 460 25,914
Dividends on preferred stock 3,403 -- 12,640 --
--------- --------- --------- ---------
Net income (loss) attributable to common stock $ (360) $ 5,541 $ (12,180) $ 25,914
========= ========= ========= =========
</TABLE>
Page 5 of 6 Pages
<PAGE>
NEW WORLD PASTA COMPANY
CONSOLIDATED BALANCE SHEETS
As of December 31, 1999 and 1998
(in thousands, except share data)
<TABLE>
<CAPTION>
1999 1998
------------------------------
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 13,146 --
Trade and other receivables, net 17,651 17,572
Inventories, net 19,868 22,547
Prepaid expenses and other current assets 1,391 4,793
Deferred income taxes 8,786 3,275
--------- ---------
Total current assets 60,842 48,187
--------- ---------
Property, plant and equipment, net 99,200 108,928
Deferred income taxes 95,667 --
Intangible assets, net 64,571 67,027
Deferred debt costs, net 8,535 --
--------- ---------
Total assets $ 328,815 224,142
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt $ 1,340 --
Accounts payable:
Trade 8,133 9,657
Related parties 1,666 --
Accrued expenses 28,155 17,732
--------- ---------
Total current liabilities 39,294 27,389
Long term-debt, less current maturities 291,655 --
Deferred income taxes -- 21,937
Employee benefit liabilities 7,302 7,872
--------- ---------
Total liabilities 338,251 57,198
--------- ---------
Mandatorily redeemable 12% cumulative preferred stock, $1,000 par
Value; 115,000 shares authorized; 113,485 shares issued and
Outstanding as of December 31, 1999 126,125 --
--------- ---------
Stockholders' equity (deficit):
Common Stock, $.01 par value; 35,900,000 shares authorized;
5,000,000 shares issued and outstanding as of December 31, 1999 50 --
Additional paid-in capital 156,850 --
Retained earnings (deficit) (292,461) 166,944
--------- ---------
Total stockholders' equity (deficit) (135,561) 166,944
--------- ---------
Total liabilities and stockholders' equity (deficit) $ 328,815 224,142
========= =========
</TABLE>
Page 6 of 6 Pages
