<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended: January 1, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-13403
AMERICAN ITALIAN PASTA COMPANY
------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 84-1032638
----------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 ITALIAN WAY, EXCELSIOR SPRINGS, MISSOURI 64024
------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (816) 502-6000
NOT APPLICABLE
------------------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the Registrant has (1) filed all
documents and reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [ ]
The number of shares outstanding as of January 27, 1999 of the
Registrant's Class A Convertible Common Stock was 18,086,775 and there were
no shares outstanding of the Class B Common Stock.
<PAGE>
AMERICAN ITALIAN PASTA COMPANY
FORM 10-Q
QUARTER ENDED DECEMBER 31, 1998
TABLE OF CONTENTS
Part I - Financial Information Page
Item 1. Financial Statements (unaudited)
Balance Sheets at December 31, 1998 and 3
September 30, 1998.
Statements of Income for the three months
ended December 31, 1998 and 1997. 4
Statements of Cash Flows for the three
months ended December 31, 1998 and 1997. 5
Notes to Financial Statements 6-7
Item 2. Management s Discussion and Analysis of
Financial Condition and Results of
Operations 8-11
Part II - Other Information
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of
Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signature Page 13
<PAGE>
AMERICAN ITALIAN PASTA COMPANY
BALANCE SHEETS
DECEMBER 31, SEPTEMBER 30,
1998 1998
---- ----
(IN THOUSANDS)
(UNAUDITED)
ASSETS
Current assets:
Cash and temporary investments $ 2,629 $ 5,442
Trade and other receivables 17,876 16,971
Prepaid expenses and deposits 2,448 1,736
Inventory 28,537 28,051
Deferred income taxes 802 802
-------- --------
Total current assets 52,292 53,002
Property, plant and equipment:
Land and improvements 4,834 4,834
Buildings 60,267 60,196
Plant and mill equipment 156,411 149,027
Furniture, fixtures and equipment 5,551 4,731
-------- --------
227,063 218,788
Accumulated depreciation (41,142) (38,250)
-------- --------
185,921 180,538
Construction in progress 37,728 25,069
-------- --------
Total property, plant and equipment 223,649 205,607
Other assets 669 772
-------- --------
Total assets $276,610 $259,381
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 17,624 $ 14,030
Accrued expenses 6,237 7,225
Advance customer payments 4,915 5,957
Income tax payable 2,661 1,342
Current maturities of longterm debt 1,188 1,206
-------- --------
Total current liabilities 32,625 29,760
Longterm debt 58,260 48,519
Deferred income taxes 4,318 4,318
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 18 18
Class B common stock, $.001 par value:
Authorized shares 25,000,000 -- --
Additional paid-in capital 173,647 173,642
Treasury stock (2) (13)
Notes receivable from officers (124) (124)
Retained earnings 7,868 3,261
------- -------
Total stockholders' equity 181,407 176,784
------- -------
Total liabilities and stockholders'
equity $276,610 $259,381
======== ========
See accompanying notes to financial statements.
<PAGE>
AMERICAN ITALIAN PASTA COMPANY
STATEMENTS OF INCOME
THREE MONTHS ENDED
DECEMBER 31,
1998 1997
---- ----
(IN THOUSANDS)
(UNAUDITED)
Revenues $ 47,849 $ 35,536
Cost of goods sold 35,750 25,760
Plant expansion cost -- 266
-------- --------
Gross profit 12,099 9,510
Selling and marketing expense 3,096 2,631
General and administrative expense 1,255 1,188
-------- --------
Operating profit 7,748 5,691
Interest expense, net 435 264
-------- --------
Income before income tax expense
and extraordinary item 7,313 5,427
Income tax expense 2,706 2,062
-------- --------
Income before extraordinary item 4,607 3,365
Extraordinary item:
Loss due to early extinguishment
of long-term debt, net of
income taxes -- 2,332
-------- --------
Net income $ 4,607 $ 1,033
======== ========
Earnings Per Common Share:
Income per common share before
extraordinary item $ .25 $ .20
Extraordinary item:
Loss per common share due
to early extinguishment of
long-term debt, net of
income taxes -- .14
-------- --------
Net income per common share $ .25 $ .06
======== ========
Weighted-average common shares
outstanding 18,087 16,430
======== ========
Earnings Per Common Share - Assuming Dilution:
Income per common share before
extraordinary item $ .25 $ .19
Extraordinary item:
Loss per common share due to early
extinguishment of long-term debt,
net of income taxes -- .13
-------- --------
Net income per common share
assuming dilution $ .25 $ .06
======== ========
Weighted-average common shares
outstanding 18,571 17,455
======== =======
See accompanying notes to financial statements.
<PAGE>
AMERICAN ITALIAN PASTA COMPANY
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED
DECEMBER 31,
1998 1997
---- ----
(IN THOUSANDS)
(UNAUDITED)
Operating activities:
Net income $ 4,607 $ 1,033
Adjustments to reconcile net income
to net cash provided by operations:
Depreciation and amortization 3,079 1,868
Deferred income tax expense -- 1,194
Extraordinary loss due to early
extinguishment of longterm
debt, net -- 2,332
Changes in operating assets and liabilities:
Trade and other receivables (905) (3,619)
Prepaid expenses and deposits (712) (1,250)
Inventory (485) (1,607)
Accounts payable and accrued expenses (2,709) 2,173
Income tax payable 1,319 868
Other (82) 299
------- -------
Net cash provided by operating activities 4,112 3,291
Investing activities:
Additions to property, plant and equipment (16,659) (26,302)
-------- -------
Net cash used in investing activities (16,659) (26,302)
Financing activities:
Additions to deferred debt issuance costs -- (325)
Proceeds from issuance of debt 10,000 21,763
Principal payments on debt and capital lease
obligations (277) (86,178)
Proceeds from issuance of common stock, net of
issuance costs -- 86,714
Other 11 --
-------- --------
Net cash provided by financing activities 9,734 21,974
-------- --------
Net decrease in cash and temporary
investments (2,813) (1,037)
Cash and temporary investments at
beginning of period 5,442 2,724
-------- --------
Cash and temporary investments at end
of period $ 2,629 $ 1,687
======== ========
See accompanying notes to financial statements.
<PAGE>
AMERICAN ITALIAN PASTA COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the
three-month period ended December 31, 1998 are not necessarily indicative
of the results that may be expected for the year ended September 30, 1999.
For further information, refer to the financial statements and footnotes
thereto included in the Company s Annual Report on Form 10-K for the year
ended October 2, 1998.
American Italian Pasta Company (the Company or AIPC ) uses a 52/53 week
financial reporting cycle with a fiscal year which ends on the last Friday
of September or the first Friday of October. The Company s first three
fiscal quarters end on the Friday last preceding December 31, March 31, and
June 30 or the first Friday of the following month. For purposes of this
Form 10-Q, the first fiscal quarter of fiscal years 1999 and 1998 both
included thirteen weeks of activity and are described as the three month
periods ended December 31, 1998 and 1997.
2. Stockholder Rights Plan
On December 3, 1998, the Company's Board of Directors adopted a
Stockholder Rights Plan. Under the Plan, each common stockholder at the
close of business on December 16, 1998 received a dividend of one right for
each share of Class A Common Stock held. Each right entitles the holder to
purchase from the Company one one-hundredth of a share of a new series of
participating Preferred Stock at an initial purchase price of $110.00. The
rights will become exercisable and will detach from the Common Stock a
specified period of time after any person has become the beneficial owner
of 15% or more of the Company's Common Stock or commenced a tender or
exchange offer which, if consummated, would result in any person becoming
the beneficial owner of 15% or more of the Common Stock. When exercisable,
each right will entitle the holder, other than the acquiring person, to
purchase for the purchase price the Company's Common Stock having a value
of twice the purchase price.
If, following an acquisition of 15% or more of the Company's Common
Stock, the Company is involved in certain mergers or other business
combinations or sells or transfers more than 50% of its assets or earning
power, each right will entitle the holder to purchase for the purchase
price common stock of the other party to such transaction having a value of
twice the purchase price.
At any time after a person has acquired 15% or more (but before any
person has acquired more than 50%) of the Company's Common Stock, the
Company may exchange all or part of the rights for shares of Common Stock
at an exchange ratio of one share of Common Stock per right.
The Company may redeem the rights at a price of $.01 per right at any
time prior to a specified period of time after a person has become the
beneficial owner of 15% or more of its Common Stock. The rights will
expire on December 16, 2008, unless earlier exchanged or redeemed.
3. Earnings Per Share
Dilutive Securities, consisting of options to purchase the Company s Class
A common stock, included in the calculation of diluted weighted average
common shares were 484,000 shares for the three-month period ended December
31, 1998 and 1,025,000 shares for the three-month period ended December 31,
1997.
4. New Accounting Pronouncement
The Company adopted SFAS No. 130, Reporting Comprehensive Income. during
the quarter ended December 31, 1998. SFAS 130 establishes standards for
the reporting and display of comprehensive income and its components.
Comprehensive income includes all changes in equity during a period except
those due to owner investments and distributions. It includes items such
as foreign currency translation adjustments, and unrealized gains and
losses on available-for-sale securities. This standard does not change the
display or components of present-day net income; rather, comprehensive
income would be displayed as a separate statement.
Total comprehensive income was not materially different from net income for
the three months ended December 31, 1998 and 1997.
<PAGE>
Item 2. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The discussion set forth below, as well as other portions of this Quarterly
Report, contains statements concerning potential future events. Such
forward-looking statements are based upon assumptions by the Company s
management, as of the date of this Quarterly Report, including assumptions
about risks and uncertainties faced by the Company. Readers can identify
these forward-looking statements by their use of such verbs as expects,
anticipates, believes or similar verbs or conjugations of such verbs. If
any management assumptions prove incorrect or should unanticipated
circumstances arise, the Company s actual results could materially differ
from those anticipated by such forward-looking statements. The differences
could be caused by a number of factors or combination of factors including,
but not limited to, those factors identified in the Company s Current
Report on Form 8-K dated October 29, 1997, which is hereby incorporated by
reference, and the factors set forth under the heading Year 2000
Compliance below. This report has been filed with the Securities and
Exchange Commission (the SEC or the Commission ) in Washington, D.C. and
can be obtained by contacting the SEC s public reference operations or
obtaining it through the SEC s web site on the World Wide Web at
http://www.sec.gov. Readers are strongly encouraged to consider those
factors when evaluating any such forward-looking statement. The Company
will not update any forward-looking statements in this Quarterly Report to
reflect future events or developments.
Results of Operations
REVENUES. Total revenues increased $12.3 million, or 34.6%, to $47.8
million for the three-month period ended December 31, 1998, from $35.5
million for the three-month period ended December 31, 1997. The increase
for the three-month period ended December 31, 1998 was primarily due to
increases in unit volume and favorable changes in sales mix. The Company
benefited from a full quarter of Mueller s pasta shipments, $13.3 million
for the three-month period December 31, 1998 compared to $2.8 million in
the prior period. Management expects continued increases in revenues as a
result of both increasing Retail volumes and Institutional volumes,
however, volume increases will be partially offset by decreases in average
sales prices related to the pass through of lower durum wheat costs.
Revenues for the Retail market increased $11.7 million, or 52.1%, to
$34.2 million for the three-month period ended December 31, 1998, from
$22.5 million for the three-month period ended December 31, 1997. The
increase primarily reflects gains in Bestfoods volumes and private label
volumes partially offset by decreases in average sales prices related to
the pass through of lower durum wheat costs in the current quarter.
Revenues for the Institutional market increased $0.6 million, or 4.5%,
to $13.6 million for the three-month period ended December 31, 1998, from
$13.0 million for the three-month period ended December 31, 1997. This
increase was primarily a result of increases in Non-contract unit volumes
offset by decreases in average sales prices related to the pass through of
lower durum wheat costs in the current quarter. Contract revenue in the
Institutional market generally remained consistent between comparable
periods with higher volumes being offset by lower average sales prices as a
result of lower durum costs.
GROSS PROFIT. Gross profit increased $2.6 million, or 27.2%, to $12.1
million for the three-month period ended December 31, 1998, from $9.5
million for the three-month period ended December 31, 1997. Gross profit as
a percentage of revenues decreased to 25.3% for the three-month period
ended December 31, 1998 from 26.8% for the three-month period ended
December 31, 1997. The anticipated decrease in gross profit as a percentage
of revenues generally relates to increased Bestfoods volumes which have a
lower gross margin and other changes in sales mix. Management expects
continued increases in gross profit as a result of continued revenue
increases. However, management expects gross profit as a percentage of
revenues to continue to decrease based on the anticipated higher Bestfoods
revenues and further plant expansion costs.
SELLING AND MARKETING EXPENSE. Selling and marketing expense
increased $0.5 million, or 17.7%, to $3.1 million for the three-month
period ended December 31, 1998, from $2.6 million for the three-month
period ended December 31, 1997. Selling and marketing expense as a
percentage of revenues decreased to 6.5% for the three-month period ended
December 31, 1998, from 7.4% for the comparable prior year period.
Management expects selling and marketing expense as a percentage of
revenues to continue to decrease based on the anticipated higher volumes
and control over expenses.
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative
expense remained consistent between periods, and decreased as a percentage
of revenues from 3.3% to 2.6%.
OPERATING PROFIT. Operating profit for the three-month period ended
December 31, 1998, was $7.7 million, increasing $2.1 million or 36.1% over
the $5.7 million reported for the three-month period ended December 31,
1997, and increased as a percentage of revenues to 16.2% for the
three-month period ended December 31, 1998, from 16.0% for the three-month
period ended December 31, 1997 as a result of the factors discussed above.
INTEREST EXPENSE. Interest expense for the three-month period ended
December 31, 1998, was $0.4 million, increasing from the $0.3 million
reported for the three-month period ended December 31, 1997. The increase
is primarily a result of increased borrowing for the Company s expansion
programs, net of capitalized interest.
INCOME TAX. Income tax expense for the three-month period ended
December 31, 1998, was $2.7 million, increasing $0.6 million from the $2.1
million reported for the three-month period ended December 31, 1997, and
reflects an effective income tax rate of 37% and 38%, respectively.
EXTRAORDINARY ITEM. During the three-month period ended December 31,
1997, the Company incurred a $2.3 million (net of tax) extraordinary loss
due to the write-off of deferred debt issuance costs in conjunction with
the extinguishment and restructuring of the Company s principal bank credit
agreement. There was no such item for the three-month period ended
December 31, 1998.
NET INCOME. Net income for the three-month period ended December 31,
1998, was $4.6 million, increasing $1.2 million or approximately 36.9% from
the $3.4 million reported for the three-month period ended December 31,
1997 before the extraordinary item. Diluted earnings per common share
before the extraordinary item was $0.25 per share for the three-month
period ended December 31, 1998 compared to $0.19 per share for the
three-month period ended December 31, 1997. Diluted earnings per share was
$0.25 per share for the three-month period ended December 31, 1998 compared
to $0.06 per share, after the extraordinary item, in the comparable prior
year period.
Financial Condition and Liquidity
The Company s primary sources of liquidity are cash provided by
operations and borrowings under its credit facility. Cash and temporary
investments totaled $2.6 million, and working capital totaled $19.7 million
on December 31, 1998.
The Company s net cash provided by operating activities totaled $4.1
million for the three-month period ended December 31, 1998 compared to $3.3
million for the three-month period ended December 31, 1997. This increase
of $0.8 million was primarily due to higher net income, offset by an
increase in working capital.
Cash used in investing activities principally relates to the Company s
investments in manufacturing, distribution and milling assets. Capital
expenditures were $16.7 million for the three-month period ended December
31, 1998 compared to $26.3 million in the comparable prior year period.
The decrease in such spending for the three-month period ended December 31,
1998 was a result of the Company s completion of its $86.0 million South
Carolina and Missouri capital expansion programs, which the Company
completed during fiscal year 1998. Currently, the Company is in the
process of completing a third plant in Kenosha, Wisconsin and plans to
spend approximately $35 million, of which approximately $16 million has
been spent to date. Additionally, the Company plans to spend approximately
$40 million to again expand the Columbia, South Carolina and Excelsior
Springs, Missouri facilities, of which approximately $16 million has been
spent to date. The Company anticipates completion of these projects in the
third quarter of the fiscal year ending September 30, 1999.
Net cash provided by financing activities was $9.7 million for the
three-month period ended December 31, 1998 compared to $22.0 million for
the three-month period ended December 31, 1997. The Company continues to
use its available credit facility, as well as cash from operations, to fund
capital expansion programs as necessary.
The Company currently uses cash to fund capital expenditures,
repayments of debt and working capital requirements. The Company expects
that future cash requirements will principally be for capital expenditures,
repayments of indebtedness and working capital requirements.
The Company has current commitments for $27.6 million in raw material
purchases for fiscal year 1999 and has approximately $43 million in
expenditures remaining under the previously referenced $75 million capital
expansion programs. The Company anticipates the capital expansion programs
will be fully funded by the end of fiscal year 1999. The Company expects
to fund these commitments from operations and borrowings under the credit
facility. The credit facility currently has a credit commitment of $150
million and has scheduled commitment reductions which begin at the end of
fiscal year 1999. At this time, the current and projected borrowings under
the credit facility do not exceed the facility s available commitment. The
facility matures at the end of fiscal year 2002. The Company anticipates
that any borrowing outstanding at that time will be satisfied with funds
from operations or will be refinanced. The Company currently has no other
material commitments.
Management believes that net cash provided by operating and financing
activities will be sufficient to meet the Company s expected capital and
liquidity needs for the foreseeable future.
YEAR 2000 COMPLIANCE
Many computer software and hardware systems currently are not, or will
or may not be, able to read, calculate or output correctly using dates
after 1999, and such systems will require significant modifications in
order to be year 2000 compliant. This issue may adversely affect the
operations and financial performance of the Company because its computer
and other technology-based systems are an integral part of the Company s
manufacturing activities as well as its accounting and other information
systems and because the Company will have to divert financial resources and
personnel to address this issue.
The Company has substantially completed the assessment of its computer
hardware and software systems and has upgraded or is replacing those
systems that were identified as not being year 2000 compliant. The Company
has previously converted or has plans to convert all critical systems to
year 2000 compliant status during the second fiscal 1999 quarter and all
non-critical systems by the end of the third fiscal 1999 quarter. The
Company has alternate plans in the event that critical system upgrading is
not completed on time, which include short term, less-efficient programming
modifications or manual operations. The Company believes these options are
sufficient to meet the Company s internal needs.
Although the Company is not aware of any material operational
impediments associated with upgrading its computer hardware and software
systems to be year 2000 compliant, the Company cannot make any assurances
that the upgrade of the Company s computer systems will be completed on
schedule, that the upgraded systems will be free of defects or that the
Company s alternate plans will meet the Company s needs. If any such risks
materialize, the Company could experience material adverse consequences to
the Company s operations and financial performance, material costs or both.
Year 2000 compliance may also adversely affect the operations and
financial performance of the Company indirectly by causing complications
of, or otherwise affecting, the operations of any one or more of the
Company s suppliers and customers. The Company continues the process of
contacting its significant suppliers and customers in 1999 in an attempt to
identify any potential year 2000 compliance issues with them. The Company
is currently unable to anticipate the magnitude of the operational or
financial impact on the Company of year 2000 compliance issues with its
suppliers and customers.
The Company incurred approximately $330,000 in fiscal year 1998 and
expects to incur approximately $250,000 in the fiscal year of 1999, of
which $150,000 was incurred in the three months ended December 31, 1998,
to resolve the Company's year 2000 compliance issues. All expenses
incurred in connection with year 2000 compliance are being expensed as
incurred, other than acquisitions of new software or hardware, which are
capitalized.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-------------------------------
Not applicable
Item 2. Changes in Securities
-------------------------------
Not applicable
Item 3. Defaults Upon Senior Securities
-------------------------------
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
-------------------------------
Not applicable
Item 5. Other Information
-------------------------------
Not applicable
Item 6. Exhibits and Reports on Form 8-K
-------------------------------
(a) Exhibits.
10. First Amendment to Employment Agreement
27. Financial Data Schedule
(b) Reports on Form 8-K.
None.
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 thereunto duly authorized.
American Italian Pasta Company
January 27, 1999 /S/ Timothy S. Webster
-------------------- -------------------------------
Date Timothy S. Webster
President and Chief Executive Officer
(Principal Executive Officer)
January 27, 1999 /S/ Warren B. Schmidgall
---------------------- -------------------------------
Date Warren B. Schmidgall
Senior Vice President and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10 First Amendment to Employment Agreement
27 Financial Data Schedule
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
________________________________________
This Amendment (this "Amendment"), dated as of January 21, 1999, is by
and between American Italian Pasta Company, a Delaware corporation (the
"Employer"), and David B. Potter, an individual (the "Employee").
Capitalized terms not defined herein shall have the meaning given them in
the Agreement (as defined below).
Whereas, Employer and Employee are parties to an Employment Agreement,
dated as of September 22, 1997 (the "Agreement"), and Employer and Employee
desire to amend the Agreement as herein provided, the parties, in
consideration of the mutual promises herein and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
agree as follows.
1. Amendment of Section 7.5 of the Agreement. The last sentence of
Section 7.5 of the Agreement is hereby replaced in its entirety with the
following.
Notwithstanding anything to the contrary herein or in the Plan,
all of the stock options awarded to Employee under the Potter
Option Agreements and subsequent stock option grants immediately
vest (i) upon a termination by Employee for Good Reason, or (ii)
upon a Change of Control, at and to the extent of Employee's
choice.
2. Agreement Continued in Effect. Except as amended hereby, the
Agreement shall remain in force in accordance with its terms.
3. Miscellaneous. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Missouri, without
regard to its conflicts of law rules. This Amendment may be executed in
any number of counterparts, each of which shall be deemed to be an original
and all of which together shall be deemed to be one and the same
instrument. This Amendment shall be effective upon the date hereof.
In witness whereof, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
AMERICAN ITALIAN PASTA COMPANY
/s/ David B. Potter By: /s/ Timothy S. Webster, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM Balance Sheets
at December 31, 1998; Statements of
Operations for the quarter ended December
31, 1998; the Statements of Cash Flows for
the quarter ended December 31, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS AND THE NOTES
THERETO
<MULTIPLIER> 1000
<PERIOD-START> OCT-03-1998
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-01-1999
<PERIOD-END> JAN-01-1999
<CASH> 2629
<SECURITIES> 0
<RECEIVABLES> 17993
<ALLOWANCES> 117
<INVENTORY> 28537
<CURRENT-ASSETS> 52292
<PP&E> 227063
<DEPRECIATION> 41142
<TOTAL-ASSETS> 276610
<CURRENT-LIABILITIES> 32625
<BONDS> 58260
0
0
<COMMON> 18
<OTHER-SE> 181389
<TOTAL-LIABILITY-AND-EQUITY> 276610
<SALES> 47849
<TOTAL-REVENUES> 47849
<CGS> 35750
<TOTAL-COSTS> 38846
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 435
<INCOME-PRETAX> 7313
<INCOME-TAX> 2706
<INCOME-CONTINUING> 4607
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4607
<EPS-PRIMARY> 0.25
<EPS-DILUTED> 0.25
</TABLE>
