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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: September 28, 2001
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.)
4100 N. Mulberry Drive, Suite 200, Kansas City, Missouri 64116
(Address of principal executive office and Zip Code)
Registrant's telephone number, including area code: (816) 584-5000
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class Name of each exchange on which registered
Class A Convertible Common Stock:
$.001 par value per share New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
1
Indicate by check mark whether the Registrant has 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of December 19, 2001 the aggregate market value of the Registrant's
Class A Convertible Common Stock held by non-affiliates (using the New York
Stock Exchange's closing price) was approximately $736,290,615.
The number of shares outstanding as of December 19, 2001 of the
Registrant's Class A Convertible Common Stock was 17,776,442 and there were no
shares outstanding of the Class B Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Definitive Proxy Statement for the 2001 Annual
Meeting of Stockholders are incorporated by reference into Part III of this
Report. The Definitive Proxy Statement will be filed no later than 120 days
after September 28, 2001.
2
Introduction and Certain Cautionary Statements
- ----------------------------------------------
American Italian Pasta Company's ("we" or the "Company") fiscal year end is
the last Friday of September or the first Friday of October. This results in a
52- or 53-week year depending on the calendar. Our 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 of each quarter. For purposes of this Annual
Report on Form 10-K (this "Annual Report"), all fiscal years are described as
having ended on September 30.
The discussion set forth below, as well as other portions of this Annual
Report, contains statements concerning potential future events. Such
forward-looking statements are based upon assumptions by our management, as of
the date of this Annual Report, including assumptions about risks and
uncertainties faced by us. 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 of our assumptions prove incorrect or should
unanticipated circumstances arise, our 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 described below under "Risk Factors." Readers are
strongly encouraged to consider those factors when evaluating any such
forward-looking statement. We will not update any forward-looking statements in
this Annual Report to reflect future events or developments.
We hold a number of federally registered and common law trademarks, which
are used throughout this Annual Report. We have registered the following marks
with the U.S. Patent and Trademark Office: AIPC, American Italian Pasta Company,
Pasta LaBella, Montalcino, Calabria and Heartland. In addition, as a result of
the Mueller's acquisition and the purchase of the seven brands from Borden
Foods, (see "Recent Developments"), we now own several additional trademarks,
including Mueller's, Anthony's, Globe/A-1, Luxury, Mrs. Grass, Pennsylvania
Dutch, R & F, and Ronco.
RISK FACTORS
You should carefully consider the risks described below regarding an
investment in our common stock. The risks described below are not the only ones
facing our company. Additional risks and uncertainties not presently known to us
or that we currently believe to be immaterial may also impair our business
operations. If any of the following risks occur, our business, financial
condition or operating results could be materially adversely affected.
Our business is dependent on several major customers.
Historically, a limited number of customers have accounted for a
substantial portion of our revenues. We expect that we will continue to rely on
a limited number of major customers for a substantial portion of our revenues in
the future. We have an exclusive supply contract with Sysco (the "Sysco
Agreement") that is effective through June 2003, and Sysco has a renewal option
for one additional three-year period. Under the Sysco Agreement, we are
restricted from supplying pasta products to food service businesses other than
Sysco without Sysco's consent.
We do not have supply contracts with a substantial number of our customers.
We depend on our customers to sell our products and to assist us in promoting
customer acceptance of, and creating demand for, our products. If our
relationship with one or more of our major customers changes or ends, it could
have a material adverse effect on our business, financial condition and results
of operations.
3
We may experience difficulty in managing our growth.
We have experienced rapid growth and we expect to continue significant
growth in the future. Successful management of any such future growth will
require us to continue to invest in and enhance our operational, financial and
management information resources and systems, accurately forecast and meet sales
demand, accurately forecast retail sales, control our overhead, and attract,
train, motivate and manage our employees effectively. There can be no assurance
that we will continue to grow, or that we will be effective in managing our
future growth. Any failure to effectively manage growth could have a material
adverse effect on our business, financial condition and results of operations.
Cost increases or crop shortages in durum wheat and cost increases in packaging
materials could adversely affect us.
The principal raw material in our products is durum wheat. Durum wheat is
used almost exclusively in pasta production and is a narrowly traded, cash-only
commodity crop. We attempt to minimize the effects of durum wheat cost
fluctuations through forward purchase contracts and agreements with many of our
customers that include durum cost adjustment provisions. Our commodity
procurement and pricing practices are intended to reduce the risk of durum wheat
cost increases on our profitability, but by doing so we may temporarily affect
our ability to benefit from possible durum wheat cost decreases. The supply and
price of durum wheat is subject to market conditions and is influenced by
several factors beyond our control, including general economic conditions,
natural disasters and weather conditions, competition, and governmental programs
and regulations. The supply and cost of durum wheat may also be adversely
affected by insects and plant diseases.
We also rely on the supply of plastic, corrugated and other packaging
materials. Many of these items fluctuate in price due to market conditions
beyond our control. The costs of durum wheat and packaging materials have varied
widely in recent years and future changes in such costs may cause the Company's
results of operations and our operating margins to fluctuate significantly.
Increases in the cost of durum wheat or packaging materials could have a
material adverse effect on our operating profit and margins unless and until we
are able to pass the increased cost along to our customers. Historically,
changes in sale prices of our pasta products have lagged changes in our
materials costs. Competitive pressures may also limit our ability to raise
prices in response to increased raw or packaging material costs. Accordingly,
there can be no assurance as to whether, or the extent to which, we will be able
to offset durum wheat or packaging material cost increases with increased
product prices.
The market for pasta products is intensely competitive and we face competition
from many established domestic and foreign producers.
We compete against numerous well-established national, regional and foreign
companies, and many smaller companies in the procurement of raw materials, the
development of new pasta products and product lines, the improvement and
expansion of previously introduced pasta products and product lines and the
production, marketing and distribution of pasta products. Some of our
competitors have longer operating histories than we do, particularly in
marketing and selling branded products. Our direct competitors include large
multi-national companies such as New World Pasta LLC, regional U.S. producers of
retail and institutional pasta such as Dakota Growers Pasta Co., a farmer-owned
cooperative in North Dakota, Philadelphia Macaroni Co. Inc. and A. Zerega's
Sons, Inc., each an independent producer. We also compete with Italian producers
such as De Cecco, and with Barilla, an Italian-owned company with manufacturing
facilities in the U.S.
Our competitive environment depends to a significant extent on the
relationship between aggregate industry production capacity and aggregate market
demand for pasta products. Increases in production capacity above market demand
for pasta products could have a material adverse effect on our business,
financial condition and results of operations. Over the past years, the North
American pasta production capacity has contracted. Borden completed the sale of
its pasta business during 2001. AIPC bought seven Borden pasta brands, while New
World Pasta purchased the remainder of the Borden brands and all of the Borden
manufacturing facilities. Subsequently, New World Pasta announced that it is
closing three of its North American pasta manufacturing facilities.
4
AIPC management estimates the closing of these plants represents a 200 million
pound reduction in the North American pasta production capacity.
Several foreign producers, based principally in Italy and Turkey,
aggressively targeted the U.S. pasta market in the mid-nineties. In 1996, a U.S.
Department of Commerce ("Commerce") investigation revealed that several Italian
and Turkish producers were engaging in unfair trade practices by selling pasta
at less than fair value in the U.S. markets and benefiting from subsidies from
their respective governments. Effective July 1996, Commerce imposed anti-dumping
and countervailing duties on Italian and Turkish imports (the "1996 Anti-dumping
Order"). The Anti-dumping Order was extended for five years through 2006. While
such duties may enable us and our domestic competitors to compete more favorably
against Italian and Turkish producers in the U.S. pasta market, there can be no
assurance that the duties will be maintained for any length of time, or that
these or other foreign producers will not sell competing products in the United
States at prices lower than ours. Bulk imported pasta, and pasta produced in the
U.S. by foreign firms, are generally not subject to such anti-dumping and
countervailing duties. Foreign pasta producers generally may avoid such duties
by importing bulk pasta into the United States and repackaging it in U.S.
facilities for distribution.
In 2001 we commenced operations in Italy to produce pasta to sell in the
U.S. and in the United Kingdom and Europe. Competition in these international
markets is also intense and comes primarily from major Italian pasta companies
such as De Cecco and Barilla, and from scores of small, locally recognized
producers. We have significantly more experience in U.S. markets that in
European markets; and there is no assurance we will be able to achieve a
significant presence in those markets.
Our business is completely dependent upon dry pasta as our only product line.
We focus exclusively on producing and selling dry pasta. We expect to
continue to receive substantially all of our revenues from the wholesale and
retail sale of pasta and pasta-related products. In addition, our pasta
production equipment is highly specialized and is not adaptable to the
production of non-pasta food products. From time to time, consumer preference
for pasta and other grain-based foods has been affected by diet "fads"
de-emphasizing carbohydrates and starches. Because of our product concentration,
any decline in consumer demand or preference for dry pasta, or any other factor
that adversely affects the pasta market, could have a more significant adverse
effect on our business, financial condition and results of operations than on
pasta producers that also produce other products.
The purchase of the Mueller's pasta brand and the seven brands acquired from
Borden Foods moves us into the branded retail pasta business where we have
relatively little experience.
Our purchase of the Mueller's pasta brand and several pasta brands from
Borden Foods, significantly increased our branded retail market share, a market
in which we have relatively little direct experience. Retail pasta sales are
subject to intense competition, changes in consumer preferences, the effects of
changing prices for raw materials and local economic conditions. The success of
our branded business will be dependent upon our ability to manage the brand
successfully (including implementing effective marketing and trade promotion
programs), to anticipate and respond to new consumer trends, and to maintain key
customer relationships in order to compete effectively with lower priced
products in a consolidating environment.
Our success is dependent on the efforts of several key executives.
Our operations and prospects depend in large part on the performance of our
senior management team. The loss of the services of one or more members of our
senior management team could have a material adverse effect on our business,
financial condition and results of operations. No assurance can be given that we
would be able to find qualified replacements for any of these individuals if
their services were no longer available. We do not maintain key person life
insurance on any of our key employees.
5
Disruptions in transportation of raw materials or finished products or increases
in transportation costs could adversely affect our financial results.
Durum wheat is shipped to our production facility in Missouri and South
Carolina directly from North Dakota, Montana and Canada under a long-term rail
contract with our most significant rail carrier, the Canadian Pacific Rail
System. Under this agreement, we are obligated to transport specified wheat
volumes and, in the event we do not, we must reimburse the carrier for certain
of its costs. We also have a rail contract to ship semolina, milled and
processed at the Missouri facility, to our South Carolina facility. An extended
interruption in our ability to ship durum wheat by railroad to the Missouri
plant, or semolina to our South Carolina facility, could have a material adverse
affect on our business, financial condition and results of operations. For
example, in 1994 we experienced a significant interruption in railroad shipments
due to a railroad strike. While we would attempt to find alternative
transportation if we were to experience another interruption due to a strike, or
other event, such as a natural disaster, there can be no assurance that we would
be able to do so in a timely and cost-effective manner.
We must manage our production and inventory levels in order to operate cost
effectively.
Most of our customers use, to some extent, inventory management systems
which track sales of particular products and rely on reorders being rapidly
filled by suppliers to meet consumer demand rather than on large inventories
being maintained by retailers. Although these systems reduce a retailer's
investment in inventory, they increase pressure on suppliers like us to fill
orders promptly and thereby shift a portion of the retailer's inventory
management cost to the supplier. Our production of excess inventory to meet
anticipated retailer demand could result in markdowns and increased inventory
carrying costs. In addition, if we underestimate the demand for our products, we
may be unable to provide adequate supplies of pasta products to retailers in a
timely fashion, and may consequently lose sales.
Fluctuations in our quarterly operating results may negatively impact and cause
volatility in our stock price.
Our results of operations may fluctuate on a quarterly basis and may be
below expectations of analysts and investors, and, as a result, the price of our
common stock may fall or become volatile. Factors that could cause quarterly
fluctuations include total sales volumes, the timing and scope of new customer
volumes, the timing and amounts of price adjustments due to durum wheat and
other cost changes, the cost of raw materials, including durum wheat, plant
expansion costs and interest expenses.
Because we produce food products, we may be subject to product liability claims.
Although we have never been involved in a product liability lawsuit, the
sale of food products for human consumption involves the risk of injury to
consumers as a result of tampering by unauthorized third parties, product
contamination or spoilage, including the presence of foreign objects,
substances, chemicals, aflatoxin and other agents, or residues introduced during
the growing, storage, handling or transportation phases. While we are subject to
U.S. Food &Drug Administration inspection and regulations and we believe our
facilities comply in all material respects with all applicable laws and
regulations, there can be no assurance that we will not be subject to claims or
lawsuits for injuries related to the consumption of our products. We maintain
product liability insurance in an amount which we believe to be adequate.
However, there can be no assurance that we will not incur claims or liabilities
for which we are not insured or that exceed the amount of its insurance
coverage.
In addition, we often indemnify our customers against product liability
claims related to our products and for the costs related to product recalls. We
carry insurance against these matters and we believe that we would have claims
against our suppliers in situations where their products were the cause of the
recall or product liability claim. However, there can be no assurance that our
insurance coverage would be adequate or that we would be able to recover against
our suppliers.
6
Our business could be subject to technological obsolescence
We believe that one of our current competitive advantages is our state of
the art production equipment, which reduces our production costs when compared
with production facilities using less advanced equipment. If other pasta
producers acquire similar or more advanced equipment that provide greater
efficiencies, our current perceived competitive advantage might be diminished or
eliminated. This could have a material adverse effect on our business, financial
condition and results of operations. We could lose a competitive advantage if
the technologically advanced production equipment we use is adopted by our
competitors.
Our international expansion efforts may not be successful
We completed the building of a pasta-producing facility in Italy. Prior to
opening this plant, we had no experience in operating or distributing products
on an international basis. We cannot assure you that our international efforts
will be successful. We expect to incur significant costs in:
o establishing international distribution networks;
o complying with local regulations;
o overseeing the distribution of products in foreign markets; and
o modifying our business/accounting processing system for each international
market we enter.
If our international revenues are inadequate to offset the expense of
establishing and maintaining foreign operations, our business could be harmed.
In addition, there are several risks inherent in doing business on an
international level. These risks include:
o potentially complex regulatory requirements;
o export and import restrictions;
o tariffs and other trade barriers;
o difficulties in staffing and managing foreign operations;
o fluctuations in currency exchange rates and inflation risks;
o seasonal fluctuations in business activity in other parts of the world;
o changes in a specific country's or region's political or economic
conditions, particularly in emerging markets;
o potentially adverse tax consequences;
o difficulty in securing or transporting raw materials or transporting
finished product; and
o competitive activity.
Any of these risks could adversely impact the success of our international
operations.
7
Our business requires substantial capital and we carry a significant amount of
debt that restricts our operating and financial flexibility.
Our business requires a substantial capital investment, which we currently
finance, and expect to continue to finance, through third-party lenders. The
amount of debt we carry and the terms of our indebtedness could affect us in
several ways, including:
o the Company's ability to obtain additional financing in the future for
working capital, capital expenditures, and general corporate purposes may
be impaired;
o a substantial portion of the Company's cash flow from operations may have
to be dedicated to the payment of the principal of and interest on its
indebtedness;
o the terms of such indebtedness may restrict the Company's ability to pay
dividends; and
o the Company may be more highly leveraged than many of its competitors,
which may place the Company at a competitive disadvantage.
We may borrow additional amounts of variable rate indebtedness in the
future. If we do, and if interest rates were to significantly increase
thereafter, our operating results and our ability to pay the interest on our
debt may be materially and adversely affected. We have used, and may continue to
use, interest rate protection agreements covering our variable rate debt to
limit our exposure to variable rates. There can be no assurance, however, that
we will be able to enter into such agreements or that such agreements will not
adversely affect our financial performance.
Our loan agreements limit our ability to pay dividends, limit our ability
to borrow more funds, and raise funds through sales of stock. The level of debt
we carry could restrict our corporate activities, including our ability to
respond to competitive market conditions, to provide for capital expenditures
beyond those permitted by our loan agreements, or to take advantage of business
opportunities.
8
PART I
ITEM 1. BUSINESS.
General
- -------
American Italian Pasta Company is the largest producer and one of the
fastest-growing marketers of dry pasta in North America. We commenced operations
in 1988 with the North American introduction of new, highly-efficient durum
wheat milling and pasta production technology. We believe that our singular
focus on pasta, vertically-integrated facilities, continued technological
improvements and development of a highly-skilled workforce enables us to produce
high-quality pasta at costs below those of many of our competitors. We believe
that the combination of our cost structure, the age of competitive production
capacity and our key customer relationships create significant opportunities for
continued growth. During the fiscal year ended September 30, 2001, we had
revenue of $310.8 million and net income of $26.3 million.
We produce more than 175 dry pasta shapes in vertically-integrated
milling, production and distribution facilities, strategically located in
Excelsior Springs, Missouri, Columbia, South Carolina, Kenosha, Wisconsin, and
Verolanuova, Italy. The construction of the Missouri plant in 1988 represented
the first use in North America of a vertically-integrated, high-capacity pasta
plant using Italian milling and pasta production technology. We believe that
this plant continues to be among the most efficient and highly-automated pasta
facilities in North America. The South Carolina plant, which commenced
operations in 1995, produces only pasta shapes conducive to high-volume
production and employs a highly-skilled, self-managed work force. We believe
that the South Carolina plant is the most efficient retail pasta facility in
North America in terms of productivity and conversion cost per pound. The
Wisconsin plant, which commenced operations in 1999, produces industrial pasta
for the ingredient business segment. We believe the Wisconsin plant is the only
pasta production facility in North America which is singularly focused on
serving the rapidly growing ingredient pasta segment. The Italy plant, which
commenced operations in 2001, serves private label markets in continental Europe
and the United States.
The Company is incorporated in Delaware, our executive offices are
located at 4100 N. Mulberry Drive, Suite 200, Kansas City, Missouri 64116, and
our telephone number is (816)584-5000. Our web site is located at
http://www.aipc.com. Information contained in our web site is not a part of this
Annual Report.
Recent Developments
- -------------------
On November 13, 2001, we purchased the Mueller's pasta brand from
Bestfoods. Mueller's is one of the largest pasta brands in the United States,
with particularly strong distribution in the eastern part of the country. The
acquisition encompassed the trademarks and other intangibles associated with the
brand, the customer accounts and relationships, and certain tangible assets,
primarily inventory.
Total consideration for the purchased assets, excluding approximately
$5.2 million paid for tangible assets, was approximately $38.2 million,
consisting of $17.6 million in cash and 686,666 shares of common stock valued at
$30 per share.
On July 16, 2001, we purchased seven pasta brands from Borden Foods for
$67.5 million, plus inventory, in a cash transaction. We acquired the
Anthony's®, Globe/A-1®, Luxury®, Mrs. Grass®, Pennsylvania Dutch®,
R&F® , and Ronco® brands, in addition to certain tangible assets. No
manufacturing assets were included in the transaction.
We have agreed to honor Borden's marketing commitments through
December, 2001; therefore, any major strategic changes to the business will not
occur before the second quarter of our fiscal year 2002.
9
The purchase price was allocated to the net tangible and intangible
assets acquired based on estimated fair values at the acquisition date.
Products and Brands
- -------------------
Our product line, comprising over 2,800 stock-keeping units ("SKUs"),
includes long goods such as spaghetti, linguine, fettuccine, angel hair and
lasagna, and short goods such as elbow macaroni, mostaccioli, rigatoni, rotini,
ziti and egg noodles. In many instances, we produce pasta to our customers'
specifications. We make over 175 different shapes and sizes of pasta products in
over 180 package configurations, including bulk packages for institutional
customers and smaller individually-wrapped packages for retail consumers. We
contract with third parties for the production of certain specialized pasta
shapes, such as stuffing shells and manicotti, which are necessary to offer
customers a full range of pasta products. Purchased pasta represented less than
1% of our total unit volume in fiscal period 2001.
We believe that our state-of-the-art, Italian pasta production
equipment is capable of producing the highest quality pasta. Our products are
produced to satisfy the specifications of our customers as well as our own
product specifications, which we believe are among the highest in the industry.
Our pasta is distinguished by a rich, natural "wheaty" taste and a consistently
smooth and firm ("al dente") texture with a minimum amount of white spots or
dark specks. We evaluate the quality of our products in two ways. We conduct
internal laboratory evaluation against competitive products on physical
characteristics, including color, speck count, shape and consistency, and
cooking performance, including starch release, protein content and texture, and
our customers perform competitive product comparisons on a regular basis.
Our U.S. production facilities are inspected twice each year by the
American Institute of Baking ("AIB"), the leading United States baking, food
processing and allied industries evaluation agency for sanitation and food
safety. Our plants consistently achieve the AIB's highest "Superior" rating. We
also implemented a comprehensive Hazard Analysis Critical Control Point
("HAACP") program in 1994 to continuously monitor and improve the safety,
quality and cost-effectiveness of the Company's facilities and products. We
believe that having an AIB rating of "Superior" and meeting HAACP standards have
helped us attract new business and strengthen existing customer relationships.
Our European production facility, more specific our Italian plant, is
our first ISO 9002 certified production facility. Similar to the U.S., the
facility is inspected by a European representative similar to AIB, EFSIS, one of
the recognized European Food Safety Bodies. Our facility received the "Higher
Level" certification from EFSIS, the only European pasta plant to receive this
accreditation. In addition, we have adopted the like HACCP and Food Safety
Programs consistent with the U.S. facilities.
Marketing and Distribution
- --------------------------
We actively sell and market our products through approximately 30
employees and approximately 45 food brokers and distributors throughout the
United States, Canada and Mexico. Our senior management is directly involved in
the selling process in all customer markets. Our sales and marketing strategy is
to provide superior quality, a complete product offering, distinctive packaging,
marketing and promotional plans specifically tailored to the customers' needs,
competitive pricing and superior customer service to attract new customers and
grow existing customers' pasta sales. We have established a significant market
presence in North America by developing strategic customer relationships with
food industry leaders that have substantial pasta requirements. We have a
long-term supply agreement with Sysco, the nation's largest marketer and
distributor of food service products. We are also the primary supplier of pasta
to Sam's Wholesale Club ("Sam's Club"), the largest club store chain in the
United States, and we supply private label and branded pasta to 16 of the 20
largest grocery retailers in the United States, including Kroger, Albertson's,
Ahold, Wal-Mart, Winn Dixie, Publix, Delhaize America, A & P, and H.E. Butt. We
also have long-term supply agreements with several private label customers, and
have
10
developed supply relationships with leading food processors, such as
Pillsbury, General Mills and Kraft Foods, which use our pasta as an ingredient
in their branded food products.
Our product offering has expanded to offer "Made in Italy" pasta from
our Italian facility. This facility serves both the North American and European
markets with Private Label, Industrial and Food Service sectors.
One of our core strengths has been the development of strong customer
relationships and the establishment of a reputation as a technical and service
expert in the pasta field. As part of our overall customer development strategy,
we use our category management expertise to assist customers in their
distribution and supply management decisions regarding pasta and new products.
Our category management experts use on-line A.C. Nielsen's supermarket data to
recommend pricing, SKU sets and shelf spacing to both private label and branded
customers. Our representatives also assist food processors in incorporating our
pasta as an ingredient in their customers' food products. We sponsor an annual
"Pasta Technology Forum" which is a training and development program for our
customers' production and new product personnel. In addition to technical
education, we provide dedicated technical support to our institutional customers
by making recommendations regarding the processing of pasta in their facilities.
We believe that these value-added activities provide customers with a better
appreciation and awareness of our products.
We consistently demonstrate our commitment to customer service through
the development of enhanced customer service programs. Examples of these
programs include our creation of an Efficient Customer Response ("ECR") model
which uses Electronic Data Interchange ("EDI") and vendor replenishment programs
to assist its key customers, and category management services for our private
label and branded customers. These programs also enable us to more accurately
forecast production and sales demand, enabling higher utilization of production
capacities and lower average unit costs.
Our four primary distribution centers in North America are
strategically located in South Carolina, Wisconsin, Missouri and Southern
California to serve the national market. Additionally, we use public warehouses
to facilitate the warehousing and distribution of our products. Our South
Carolina and Missouri distribution centers are integrated with our production
facilities. Finished products are automatically conveyed via enclosed case
conveying systems from the production facilities to the distribution centers for
automated palletization and storage until shipping. The combination of
integrated facilities and multiple distribution centers enables us to realize
significant distribution cost savings and provides lead time, fill rate and
inventory management advantages to our customers. The operation of the Missouri
and South Carolina distribution centers is outsourced under a long-term
agreement with Lanter Company, a firm specializing in warehouse and logistics
management services.
Our European facility uses two public warehouses to serve the European
market (located in the U.K. and Germany) and the U.S. distribution centers for
our U.S. import business.
Most of our customers use inventory management systems which track
sales of particular products and rely on reorders being rapidly filled by
suppliers. We work with our customers to forecast consumer demand which allows
us to cost-effectively produce inventory stocks to the forecasted demand levels.
Pasta Production
- ----------------
Pasta's primary ingredient is semolina, which is extracted from durum
wheat through a milling process. Durum wheat is used exclusively for pasta.
Durum wheat used in United States pasta production generally originates from
Canada, North Dakota, Montana, Arizona and California. Durum wheat used in
Europe generally originates from Italy, France, Spain, Canada, U.S., Greece and
Syria. Each variety of durum wheat has its own unique set of protein, gluten
content, moisture, density, color and other attributes which affect the quality
and other characteristics of the semolina. We blend semolina from different
wheat varieties as needed to meet customer specifications.
11
Our ability to produce high-quality pasta generally begins with
purchasing durum wheat directly from farmers and grower-owned cooperatives in
Canada, North Dakota, Montana, Arizona and California. This purchasing method
ensures that the extracted semolina meets our specifications. We have several
sources for durum wheat and are not dependent on any one supplier or sourcing
area. As a result, we believe that we have adequate sources of supply for durum
wheat. We occasionally buy and sell semolina to balance our milling and
production requirements. We are one of only two major producers of pasta in
North America that own vertically integrated milling and production facilities.
Durum wheat is a cash crop whose average monthly market price
fluctuates. Until February 1998 durum wheat did not have a related futures
market to hedge against such price fluctuations. As of February 12, 1998, durum
futures began trading on the Minneapolis grain exchange. Because in our view,
these futures contracts have limited liquidity and other less desirable quality
specifications we have not used them as a durum cost hedge. We manage our durum
wheat cost risk through cost pass-through mechanisms and other arrangements with
our customers and advance purchase contracts for durum wheat which are generally
less than twelve months' duration. Long-term supply agreements and other
customer arrangements which allow for the pass-through of durum wheat cost
changes in certain circumstances represented approximately 80% of our total
revenue base.
Durum wheat is shipped to our production facilities in Missouri and
South Carolina directly from North Dakota, Montana and Canada under a long-term
rail contract with our most significant rail carrier, the Canadian Pacific Rail
System. Under the agreement, we are obligated to transport specified wheat
volumes. If we do not meet the volumes, we must reimburse the carrier for
certain of its costs. Currently, we are in compliance with such volume
obligations.
We purchase the raw material requirements (including semolina and
semolina/flour blends) for our Kenosha, Wisconsin facility from CENEX/Harvest
States under the terms of a long-term supply agreement. We believe the quality
of the purchased raw materials is consistent with our internally milled
products. We also believe the terms of the CENEX/Harvest States supply agreement
are favorable versus other market options.
In Europe, we purchase our semolina requirements from Italian mills to
meet our specific quality and customer needs.
We purchase our packaging supplies, including poly-cellophane,
paperboard cartons, boxes and totes from third parties. We believe we have
adequate sources of packaging supplies.
Trademarks and Patents
- ----------------------
We hold a number of federally registered and common law trademarks
which we consider to be of considerable value and importance to our business
including: AIPC American Italian Pasta Company, American Italian, and Pasta
LaBella. The Company has registered the AIPC, American Italian Pasta Company,
Pasta LaBella, Montalcino, Calabria, Heartland and other trademarks with the
U.S. Patent and Trademark Office. Additionally, the Company has registered the
proprietary flavoring process for Pasta LaBella flavored pasta. As a result of
the Mueller's acquisition and the purchase of the seven brands from Borden Foods
(see "Recent Developments"), we now own several additional trademarks, including
Mueller's, Anthony's, Globe/A-1, Luxury, Mrs. Grass, Pennsylvania Dutch, R & F,
and Ronco.
Dependence on Major Customers
- -----------------------------
Historically, a limited number of customers have accounted for a
substantial portion of our revenues. During the fiscal years ended September 30,
2001, 2000 and 1999, Sysco accounted for approximately 13%, 15% and 16%,
respectively, and sales to Sam's Club accounted for approximately 6%, 12% and
13%, respectively, of our revenues. During fiscals 2000 and 1999, sales to
Bestfoods accounted for approximately 23% and 29% of our revenues.
12
With our acquisition of the Mueller's brand on November 14, 2000, we no longer
have revenues arising from transactions with Bestfoods. We expect to continue to
rely on a limited number of major customers for a substantial portion of our
revenues in the future. We have an exclusive supply contract with Sysco (the
"Sysco Agreement") through June 2003, with a renewal option by Sysco for one
additional three-year period. We do not have long-term supply contracts with a
substantial number of our other customers, including Sam's Club. Accordingly, we
are dependent upon our other customers to sell our products and to assist us in
promoting market acceptance of, and creating demand for, our products. An
adverse change in, or termination or expiration without renewal of, our
relationships with or the financial viability of one or more of our major
customers could have a material adverse effect on our business, financial
condition and results of operations.
Pursuant to the Sysco Agreement, we are the primary supplier of pasta
for Sysco and have the exclusive right to supply pasta to Sysco for sale under
Sysco's name. Sysco, which operates from approximately 65 operations and
distribution facilities nationwide, provides products and services to
approximately 350,000 restaurants, hotels, schools, hospitals, and other
institutions, as well as the U.S. government. Sysco exercised its option to
renew its agreement for an additional three years through June 30, 2003, and has
an option to renew the agreement for one additional three-year period. Our
products are sold to Sysco on a cost-plus basis, with annual adjustments based
on the prior year's costs. Under the Sysco Agreement, we may not supply pasta
products to any business other than Sysco in the United States, Mexico or Canada
that operates as, or sells to, institutions and businesses which provide food
for consumption away from home (i.e. food service businesses) without Sysco's
prior consent. Sysco has honored us as one of its top 10 suppliers out of its
over 1,500 supplier base for five consecutive years. The Sysco Agreement may be
terminated by Sysco upon certain events, including a substantial casualty to or
condemnation of our Missouri plant.
Competition
- -----------
We operate in a highly competitive environment against numerous
well-established national, regional and foreign companies, and many smaller
companies. Our competitors include both independent pasta producers and pasta
divisions and subsidiaries of large food products companies. We compete in the
procurement of raw materials, the development of new products and product lines,
the improvement and expansion of previously introduced products and product
lines and the production, marketing and distribution of its products. Some of
these companies have longer operating histories, significantly greater brand
recognition and financial and other resources. Our products compete with a broad
range of food products, both in the retail and institutional customer markets.
Competition in these markets generally is based on product quality and taste,
pricing, packaging and customer service and logistics capabilities. We believe
that we currently compete favorably with respect to these factors.
Our direct competitors include large multi-national companies such as New
World Pasta LLC, and regional U.S. producers of retail and institutional pasta
such as Dakota Growers Pasta Co., Philadelphia Macaroni Co. Inc. and A. Zerega's
Sons, Inc., each an independent producer, and foreign companies such as Italian
pasta producers De Cecco and Barilla. Barilla owns a plant in Iowa for its U.S.
production. We also compete against food processors such as Kraft Foods, General
Mills, Inc., American Home Food Products Corporation, Campbell Soup Company and
Stouffers Corp., that produce pasta internally as an ingredient for use in their
food products. For sales in Europe, our Italian plant competes with Barilla and
other small regional pasta producers.
Our competitive environment depends to a significant extent on the
aggregate industry capacity relative to aggregate demand for pasta products.
Over the past years, the North American pasta production capacity has
contracted. Borden completed the sale of its pasta business during 2001. AIPC
bought seven Borden pasta brands, while New World Pasta purchased the remainder
of the Borden brands and all of the Borden manufacturing facilities.
Subsequently, New World Pasta announced that it is closing three of its North
American pasta manufacturing facilities. AIPC management estimates the closing
of these plants represents a 200 million lb. reduction in the North American
pasta production capacity.
13
Several foreign producers, based principally in Italy and Turkey,
aggressively targeted the U.S. pasta market in the mid-nineties. In 1996, a U.S.
Department of Commerce investigation revealed that several Italian and Turkish
producers were engaging in unfair trade practices by selling pasta at less than
fair value in the U.S. markets and benefiting from subsidies from their
respective governments. Effective July 1996, the U.S. International Trade
Commission of the Department of Commerce ("Commerce"), imposed anti-dumping and
countervailing duties on Italian and Turkish imports ("the 1996 Anti-dumping
Order"). The Anti-dumping Order was extended five years through 2006.
Accordingly, all Italian and Turkish producers, (including our Italian
subsidiary), are assessed duties of 15% on U.S. imports, subject to review by
Department of Commerce. Once reviewed by Commerce, an importer's duties may
increase or decrease depending on Commerce findings. Such duties enable us and
our domestic competitors to compete more favorably against Italian and Turkish
producers in the U.S. pasta market. Bulk imported pasta and pasta produced in
the U.S. by foreign firms are generally not subject to such anti-dumping and
countervailing duties. Foreign pasta producers generally may avoid such duties
by importing bulk pasta into the United States and repackaging it in U.S.
facilities for distribution. A leading branded Italian producer, Barilla,
completed a pasta production plant in Ames, Iowa in 1999.
Pasta Industry and Markets
- --------------------------
Although we have some sales in the competitive European markets, the
majority of all revenues in fiscal 2001 were for sales in North America.
North American pasta consumption was between 4.0 to 4.5 billion pounds
in 2001. The pasta industry consists of two primary customer markets: (i)
Retail, which includes grocery stores, club stores and mass merchants that sell
branded and private label pasta to consumers; and (ii) Institutional, which
includes both food service distributors that supply restaurants, hotels, schools
and hospitals, as well as food processors that use pasta as a food ingredient.
Pasta is a staple of the North American diet. It is widely recognized
that pasta is an inexpensive, convenient and nutritious food. The U.S.
Department of Agriculture places pasta on the foundation level of its pyramid of
recommended food groups. Products such as flavored pasta, prepared sauces, boxed
pasta dinners, and both frozen and shelf-stable prepared pasta entrees support
consumers' lifestyle demands for convenient at-home meals. Pasta continues to
grow in popularity in restaurants as Americans continue to dine away from home
more frequently.
Customer Markets - Retail. New World Pasta, Barilla, and AIPC together
represented a majority of the branded Retail market in 2001. New World Pasta,
which primarily competes in the branded Retail market and whose retail brands
include Ronzoni, San Giorgio, Skinner, American Beauty, and recently acquired
Prince and Creamette, is the industry's branded leader and sold 29.4 of the
total pounds sold in the branded Retail market for the year ended September 30,
2001. Our acquisition of the Mueller's brand, the oldest and second largest
pasta brand in the United States in fiscal 2001, increased our participation in
the branded market. Additionally, our acquisition of the seven brands from
Borden Foods Corporation increased our level of participation in the branded
market. In the past, we directly participated in the branded Retail market by
producing and distributing Pasta LaBella flavored pasta and indirectly
participated in such market by processing and distributing Mueller's brand pasta
for Bestfoods in the fiscal year ended September 30, 2000.
Between our first fiscal quarter of 1994 and the fourth fiscal quarter
of 2001, sales of private label pasta products increased from 18.6% to 28.0% of
the total pounds of pasta sold in the Retail market according to A.C. Nielsen.
We believe that sales of private label pasta products will continue to grow at a
rate in excess of the overall Retail pasta market. We are the leading supplier
of private label retail pasta, and we believe that the private label category
continues to offer significant growth and profit opportunities to retailers and
efficient producers. Retailers often prefer high-quality private label products
to branded products because private label products typically enable retailers to
14
generate higher margins and maintain greater control of in-store merchandising.
While consumers traditionally have viewed private label products as having lower
quality than branded products, we believe that new high-quality private label
products have begun to change this perception. We attribute some of this change
in the private label market to the increasingly upscale image, improved
packaging, higher product quality and competitive prices of private label
products.
Customer Markets - Institutional. The Institutional market includes
both food service distributors that supply restaurants, hotels, schools and
hospitals, as well as food processors that use pasta as a food ingredient.
Traditional food service customers include businesses and organizations, such as
Sysco and US Food service, Inc., that sell products to restaurants, healthcare
facilities, schools, hotels and industrial caterers. Most food service
distributors obtain their supply of pasta from third party producers like us.
The food service market is highly-fragmented and is served by numerous regional
and local food distributors, including both "traditional" food service customers
and chain restaurant customers. Sysco, the nation's largest food service
marketer and distributor of food service products and one of the nation's
largest commercial purchasers of pasta products, serves approximately 10% of the
food service customers in the United States and has more than double the
revenues of the next largest food service distributor.
The Institutional market also includes sales to food processors who use
pasta as an ingredient in their food products such as frozen dinner entrees and
side dishes, dry side dish mixes, canned soups and single-serve meals. Large
food processors that use pasta as a food ingredient include Kraft Foods,
American Home Food Products Corporation, Stouffers Corp., Campbell Soup Company,
ConAgra, Inc., Pillsbury and General Mills. The consistency and quality of the
color, starch release, texture, cooking consistency, and gluten and protein
content of pasta produced for food processors is crucial to their products'
success. As a result, food processors have stringent specifications for these
attributes.
The size of the Institutional market is affected by the number of food
processors that elect to produce pasta internally rather than outsourcing their
production. Historically, most pasta used by food processors was manufactured
internally for use in food processors' own products. We believe, however, that
an increasing number of food processors may discontinue the internal production
of their own pasta and outsource their production to efficient producers
including us.
Government Regulation; Environmental Matters
- --------------------------------------------
We are subject to various laws and regulations relating to the
operation of our production facilities, the production, packaging, labeling and
marketing of our products and pollution control, including air emissions, which
are administered by federal, state, and other governmental agencies. Our
production facilities are subject to inspection by the U.S. Food and Drug
Administration and Occupational Safety and Health Administration, and the
various state agencies.
Employees
- ---------
As of September 30, 2001, we employed 535 full-time persons, of whom
109 were exempt, 44 salaried non-exempt, 171 manufacturing non-exempt, and 211
manufacturing hourly employees. Our U.S. employees are not represented by any
labor unions. We consider our employee relations to be excellent.
ITEM 2. PROPERTIES.
Production Facilities. Our pasta production plants are located near
Kansas City in Excelsior Springs, Missouri, Columbia, South Carolina, Kenosha,
Wisconsin, and Verolanuova, Italy. Our U.S. facilities are strategically located
to support North American distribution of our products and benefit from the rail
and interstate highway infrastructure. At September 30, 2001, our U.S.
facilities had combined annual milling and production capacity
15
of approximately 900 million pounds of durum semolina and approximately 850
million pounds of pasta.
Distribution Centers. We own the distribution center adjoining our
Missouri and Wisconsin plants and lease under a capital lease our distribution
center in South Carolina. In addition, we lease space in public warehouses
located in California, Missouri, and Illinois.
ITEM 3. LEGAL PROCEEDINGS.
We are not a party to any litigation, and we know of no litigation
threatened against us which, if commenced and adversely determined, we expect
would likely have a material adverse effect upon our business or financial
condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
We did not submit any matters to the vote of our stockholders during
the fourth quarter of the most recent fiscal year.
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3) of Form 10-K and instruction 3 to
paragraph (b) of Item 401 of Regulation S-K, the following list is included as
an unnumbered Item in Part I of this Annual Report in lieu of being included in
our Definitive Proxy Statement which will be filed no later than 120 days after
September 30, 2001. All executive officers are elected annually and serve at the
discretion of the Board of Directors. We have employment agreements with certain
of our executive officers.
The following table sets forth certain information about each of our
executive officers as of September 30, 2001.
NAME AGE POSITION
- ---- --- --------
Horst W. Schroeder....... 60 Chairman of the Board of Directors
Timothy S. Webster....... 39 President and Chief Executive Officer; Director
David E. Watson.......... 46 Executive Vice President -
Operations - Corporate Development
David B. Potter.......... 42 Executive Vice President -
Procurement and Industrial Markets
Warren B. Schmidgall..... 51 Executive Vice President and
Chief Financial Officer
Jerry H. Dear............ 54 Executive Vice President -
Store Brands, Wal*Mart, Special Channels
Keith A. Conard.......... 40 Executive Vice President - Sales and Marketing
Horst W. Schroeder has served as the Chairman of the Board of Directors
since June 1991, and as a Director since August 1990. Since 1990, Mr. Schroeder
has been President of HWS & Associates, Inc., a Hilton Head, South Carolina
management consulting firm owned by Mr. Schroeder. Prior to founding HWS &
Associates, Mr. Schroeder served the Kellogg Company, a manufacturer and
marketer of ready-to-eat and other convenience food products, in various
capacities for more than 20 years, most recently as President and Chief
Operating Officer. He was a manager of PSF Holdings, L.L.C. and served as
Chairman of the Board of its wholly-owned subsidiary, Premium Standard Farms,
Inc., a vertically-integrated pork producer, from 1996 to May 1998.
16
Timothy S. Webster has served as our President since June 1991, as
President and Chief Executive Officer of the Company since May 1992, and as a
Director since June 1989. Mr. Webster joined us in April 1989, and served as
Chief Financial Officer from May 1989 to December 1990 and as Chief Operating
Officer from December 1990 to June 1991.
David E. Watson joined us in June 1994 as Senior Vice President and Chief
Financial Officer. He was promoted to Executive Vice President and Chief
Financial Officer in June, 1997. He was promoted to Executive Vice President -
Operations Support and Technology in July 1998. Prior to joining us, Mr. Watson
spent 18 years with the accounting firm of Arthur Andersen & Co., most recently
as partner-in-charge of its Kansas City and Omaha Business Consulting Group
practice. Mr. Watson is a certified public accountant.
David B. Potter joined us in 1993 as our Director of Procurement. He
was named Vice President in 1994 and Senior Vice President - Procurement in June
1997. He was promoted to Executive Vice President and General Manager -
Industrial Markets in July 1998. Before joining us, Mr. Potter had worked in
numerous areas of Hallmark Cards and its subsidiary, Graphics International
Trading Company, from 1981 to 1993, most recently as Business Logistics Manager.
Warren B. Schmidgall joined us in October 1998 as Senior Vice President
and Chief Financial Officer. He was promoted to Executive Vice President and
Chief Financial Officer in January 2000. Prior to that, Mr. Schmidgall worked in
various executive positions at Hill's Pet Nutrition, Inc. from February 1980 to
October 1998, including Chief Financial Officer and, most recently, Executive
Vice President, Business Development.
Jerry H. Dear joined us in 1993 as a Business Development Manager. He
was named Vice President - Retail Sales in 1995, Senior Vice President - Retail
Markets in February 1998, and Executive Vice President - Retail Markets in
January 2000. Before joining us, Mr. Dear had worked at Pillsbury from 1983 to
1993, most recently as a Region Business Manager.
Keith A. Conard joined us in September 2001 as Executive Vice President
- - Sales and Marketing. Prior to joining AIPC, Mr. Conard worked at Borden Foods
as Vice President of Sales and Customer Marketing and at Campbell Soup Company
in a variety of sales and marketing assignments.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Our Class A Convertible Common Stock, par value $0.001 per share (the
"common stock") is traded on the New York Stock Exchange under the symbol "PLB".
The range of the high and low prices per share of the common stock for
fiscal 2001 and 2000 was as follows:
Year Ended Year Ended
September 30, 2001 September 30, 2000
High Low High Low
---- --- ---- ---
First Quarter $29.4375 $17.9375 $31.125 $23.00
Second Quarter $36.25 $26.75 $31.625 $16.6875
Third Quarter $46.75 $31.00 $26.4375 $18.625
Fourth Quarter $48.15 $38.28 $22.00 $15.00
As of December 10, 2001, there were 5,189 holders of the common stock.
No shares of the Company's Class B Convertible Common Stock, par value $0.001
per share (the "Class B common stock") are outstanding on the date of this
Annual Report.
We have not declared or paid any dividends on our common stock to date
and do not anticipate paying any such dividends in the foreseeable future. We
intend to retain earnings for the foreseeable future to provide funds for the
operation and expansion of our
17
business and for the repayment of indebtedness. Our current credit facility
contains certain provisions which effectively limit the payment of dividends.
Future borrowing agreements may also contain limitations on the payment of
dividends. Any determination to pay dividends in the future will be at the
discretion of our Board of Directors and will depend upon our financial
condition, capital requirements, results of operations and other factors,
including any contractual or statutory restrictions. We have no restricted
retained earnings at September 30, 2001.
ITEM 6. SELECTED FINANCIAL DATA.
The selected statement of income data for the fiscal years ended
September 30, 2001, 2000 and 1999 and the selected balance sheet data as of
September 30, 2001 and 2000 are derived from our Consolidated Financial
Statements including the Notes thereto audited by Ernst & Young LLP, independent
auditors, appearing elsewhere in this Annual Report. The selected statement of
income data for the fiscal years ended September 30, 1998 and 1997, and the
selected balance sheet data as of September 30, 1999, 1998 and 1997, have been
derived from our financial statements not included herein, which have been
audited by Ernst &Young LLP. The selected financial data set forth below should
be read in conjunction with, and is qualified by reference to, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our Consolidated Financial Statements, including the Notes thereto, appearing
elsewhere in this Annual Report.
18
FISCAL YEARS ENDED
SEPTEMBER 30,
2001 2000 1999 1998 1997
------------- ------------- ------------- -------------- --------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF INCOME DATA:
Revenues $310,789 $248,795 $220,149 $189,390 $129,143
Cost of goods sold 213,086 178,810 160,449 140,110 93,467
Plant expansion costs(1) -- -- 130 1,606 --
-------- -------- -------- -------- --------
Gross profit 97,703 69,985 59,570 47,674 35,676
Selling and marketing expense, including product
introduction costs (2) 31,844 16,065 14,855 12,984 13,664
General and administrative expense 9,278 6,263 5,580 4,948 3,766
Provision for acquisition expenses (3) 5,537 -- -- -- --
-------- -------- -------- -------- --------
Operating profit 51,044 47,657 39,135 29,742 18,246
Interest expense, net 8,491 4,777 2,098 1,539 10,119
-------- -------- -------- -------- --------
Income before income tax expense and extraordinary
loss 42,553 42,880 37,037 28,203 8,127
Income tax expense 14,680 15,426 13,519 10,557 3,070
Extraordinary loss, net of income taxes (4) (1,543) -- -- (2,332) --
-------- -------- -------- -------- --------
Net income $26,330 $27,454 $23,518 $15,314 $5,057
======= ======= ======= ======= ======
Net income per common share (basic):
Before extraordinary item $1.60 $1.53 $1.30 $1.03 $0.44
Extraordinary item (.09) -- -- (0.14) --
-------- -------- -------- -------- --------
Total $1.51 $1.53 $1.30 $0.89 $0.44
======= ======= ======= ======= ======
Weighted average common shares outstanding 17,404 17,895 18,108 17,223 11,466
Net income per common share assuming dilution:
Before extraordinary item $1.53 $1.50 $1.26 $0.98 $0.42
Extraordinary item (.08) -- -- (0.13) --
-------- -------- -------- -------- --------
Total $1.45 $1.50 $1.26 $0.85 $0.42
======= ======= ======= ======= ======
Weighted average common shares outstanding 18,186 18,298 18,621 17,937 12,119
BALANCE SHEET DATA
(AT END OF PERIOD):
Cash and temporary investments $5,284 $6,677 $3,088 $5,442 $2,724
Working capital 53,781 46,941 29,222 23,242 12,188
Current ratio 221% 304% 212% 89% 181%
Net property, plant & equipment 339,162 311,668 266,124 205,607 125,234
Total assets 560,143 383,771 322,222 259,381 158,175
Long-term debt, less current maturities 236,783 138,502 81,467 48,519 100,137
Stockholders' equity 245,192 198,404 201,730 176,784 42,984
Total Debt/Total Capitalization 49% 41% 29% 22% 70%
(1) Plant expansion costs include incremental direct and indirect
manufacturing and distribution costs which are incurred as a result of
construction, commissioning and start-up of new capital assets. These costs are
expensed as incurred but are unrelated to current production and, therefore, are
reported as a separate line item in the statement of income.
(2) Selling and marketing expense includes incremental product
introduction costs, including payment of product placement or "slotting" fees,
related to our launch of Pasta LaBella flavored pasta products into the U.S.
retail market. There were no such costs during the fiscal year ended September
30, 2001, 2000, 1999 and 1998. Product introduction costs were $2.9 million for
the fiscal year ended September 30, 1997.
19
(3) Provision for acquisition expenses include unusual incremental
costs associated with the Mueller's brand acquisition ($1.8 million) and the
acquisition of the seven brands from Borden Foods ($3.7 million).
(4) Represents losses due to early extinguishment of long-term debt,
net of income taxes.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Introduction and Certain Cautionary Statements
- ----------------------------------------------
The following discussion and analysis of our financial condition and
results of operations focuses on and is intended to clarify the results of our
operations, certain changes in our financial position, liquidity, capital
structure and business developments for the periods covered by the consolidated
financial statements included in this Annual Report. This discussion should be
read in conjunction with, and is qualified by reference to, the other related
information including, but not limited to, the audited consolidated financial
statements (including the notes thereto and the independent auditor's report
thereon), the description of our business, all as set forth in this Annual
Report, as well as the risk factors discussed above (the "Risk Factors").
As previously noted, the discussion set forth below, as well as other
portions of this Annual Report, contains statements concerning potential future
events. 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 of our assumptions on which the statements are based prove
incorrect or should unanticipated circumstances arise, our 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, the Risk Factors. Readers are strongly encouraged
to consider those factors when evaluating any such forward-looking statement. We
will not update any forward-looking statements in this Annual Report.
Our fiscal year end is the last Friday of September or the first Friday
of October. This results in a 52- or 53-week year depending on the calendar. Our
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 of each quarter. For
purposes of this Form 10-K, our fiscal years are described as having ended on
September 30. The 2001 and 2000 fiscal years were 52-week years.
20
Results of Operations
- ---------------------
The following table sets forth certain data from our statements of
income, expressed as a percentage of revenues, for each of the periods
presented.
FISCAL YEARS ENDED
SEPTEMBER 30,
2001 2000 1999
---- ---- ----
Revenues:
Retail 71.9% 71.5% 72.8%
Institutional 28.1% 28.5% 27.2%
---- ---- ----
Total revenues 100.0% 100.0% 100.0%
------ ------ ------
Cost of goods sold 68.6 71.9 72.9
---- ---- ----
Gross profit 31.4 28.1 27.1
Selling and marketing expense 10.2 6.5 6.8
General and administrative expense 3.0 2.5 2.5
Provision for acquisition expenses 1.8 -- --
---- ---- ----
Operating profit 16.4 19.1 17.8
Interest expense, net 2.7 1.9 1.0
Income tax expense 4.7 6.2 6.1
Extraordinary loss, net of income tax 0.5 -- --
---- ---- ----
Net income 8.5% 11.0% 10.7%
==== ===== =====
21
FISCAL YEAR ENDED SEPTEMBER 30, 2001 COMPARED TO FISCAL YEAR ENDED
SEPTEMBER 30, 2000
Revenues. Revenues increased $62.0 million, or 24.9%, to $310.8 million
for the fiscal year ended September 30, 2001, from $248.8 million for the fiscal
year ended September 30, 2000. The revenue increase was primarily due to volume
growth of 16.0% over the prior year, and higher per unit selling prices
primarily associated with the branded product line pasta acquisitions. Volume
growth was led by private label (26.8%) and ingredient (35.4%). We expect
increases in revenue in fiscal 2002 due to growth with existing customers, new
customer accounts, and the acquisition of the seven brands from Borden Foods.
Revenues for the Retail market increased $45.7 million, or 25.8%, to
$223.3 million for the fiscal year ended September 30, 2001, from $177.6 million
for the fiscal year ended September 30, 2000. The increase primarily reflects
volume growth of 10.4% over the prior year, and higher per unit selling prices
associated with the branded product line pasta acquisitions.
Revenues for the Institutional market increased $16.3 million, or
22.8%, to $87.5 million for the fiscal year ended September 30, 2001, from $71.2
million for the fiscal year ended September 30, 2000. This increase was
primarily a result of volume growth of 17.4% over the prior year and higher
average selling prices.
Gross Profit. Gross profit increased $27.7 million, or 39.6%, to $97.7
million for the fiscal year ended September 30, 2001, from $70.0 million for the
fiscal year ended September 30, 2000. Gross profit increased generally as a
result of the volume and revenue gains referenced above. Gross profit as a
percentage of revenues increased to 31.4% for the fiscal year ended September
30, 2001 from 28.1% for the fiscal year ended September 30, 2000. The increase
in gross profit as a percentage of revenues relates to incremental gross profit
on branded products subsequent to the acquisitions. For the fiscal year 2002, we
expect increases in gross profit and the gross profit percentage to continue as
a result of the factors listed above.
Selling and Marketing Expense. Selling and marketing expense increased
$15.8 million, or 98.2%, to $31.8 million for the fiscal year ended September
30, 2001, from $16.1 million reported for the fiscal year ended September 30,
2000. Selling and marketing expense as a percentage of revenues increased to
10.2% for the fiscal year ended September 30, 2001, from 6.5% for the comparable
prior period. This increase was primarily due to higher marketing costs
associated with higher retail revenues, as well as the incremental marketing and
personnel costs associated with the Mueller's acquisition. With the acquisitions
of branded product lines from Bestfoods and Borden Foods, we expect marketing
and selling expense to be significantly higher as a percent of sales than in
prior periods.
General and Administrative Expense. General and administrative expense
increased $3.0 million, or 48.1%, to $9.3 million for the fiscal year ended
September 30, 2001, from $6.3 million reported for the comparable period last
year. General and administrative expense as a percentage of revenues increased
to 3.0% from 2.5%. The majority of the increase relates to personnel and
intangible amortization costs associated with the Mueller's acquisition.
Provision for Acquisition Expenses. The provision for acquisition
expenses of $5.5 million for the year consisted of unusual incremental costs
associated with the Mueller's brand acquisition ($1.8 million) and the
acquisition of the seven brands from Borden Foods ($3.7 million).
Operating Profit. Operating profit for the fiscal year ended September
30, 2001, was $51.0 million, an increase of 7.1% over the $47.7 million reported
for the fiscal year ended September 30, 2000. Operating profit decreased as a
percentage of revenues to 16.4% for the fiscal year ended September 30, 2001,
from 19.1% for the fiscal year ended September 30, 2000, as a result of the
factors discussed above. Excluding the $5.5 million charge for unusual
incremental acquisition expenses, operating profit was $56.6 million, an $8.9
million or 18.7% increase over that reported in the prior year.
22
Operating profit as a percentage of net revenues, excluding the non-recurring
charge, was 18.2% versus 19.1% in the prior year.
Interest Expense. Interest expense for the fiscal year ended September
30, 2001, was $8.5 million, increasing 77.7% from the $4.8 million reported for
the fiscal year ended September 30, 2000. The increase related to borrowings
associated with the branded product line acquisitions, our stock repurchase
program, and capital expenditures. These increases were partially offset by cash
flow from operations.
Income Tax. Income tax for the fiscal year ended September 30, 2001,
was $14.7 million, decreasing $.7 million from the $15.4 million reported for
the fiscal year ended September 30, 2000, and reflects effective income tax
rates of approximately 34.5% and 36.0%, respectively.
Extraordinary Item. During the year ended September 30, 2001, we
incurred a $1.5 million (net of tax) extraordinary loss in conjunction with the
July 2001 extinguishment of our previous line of credit following our completion
of a new $300 million credit agreement. There was no such item in the prior
year.
Net Income. Net income for the fiscal year ended September 30, 2001,
was $26.3 million, decreasing from the $27.5 million reported for the fiscal
year ended September 30, 2000. Excluding the impact of the $5.5 million charge
for unusual incremental acquisition costs, net income for the year totaled $30.0
million, an increase of $2.5 million or 9.1% over the prior year. Net income per
common share-assuming dilution was $1.45 in fiscal 2001 compared to $1.50 per
share for the fiscal year ended September 30, 2000. Excluding the impact of the
$5.5 million charge for non-recurring acquisition costs and the extraordinary
item, diluted earnings per common share was $1.73, and net income as a
percentage of net revenue was 10.1% versus 11.0% in the prior year.
23
FISCAL YEAR ENDED SEPTEMBER 30, 2000 COMPARED TO FISCAL YEAR ENDED
SEPTEMBER 30, 1999
Revenues. Revenues increased $28.6 million, or 13.0%, to $248.8 million
for the fiscal year ended September 30, 2000, from $220.1 million for the fiscal
year ended September 30, 1999. The revenue increase was primarily due to volume
growth of 17.7% over the prior year, offset by lower average selling prices. The
pass-through of lower durum wheat costs, along with changes in sales mix,
created a 3.7% reduction in average selling prices.
Revenues for the Retail market increased $17.6 million, or 11.0%, to
$177.8 million for the fiscal year ended September 30, 2000, from $160.2 million
for the fiscal year ended September 30, 1999. The increase primarily reflects
volume growth of 12.2% over the prior year, offset by lower average selling
prices. Revenues for the current year were affected by the restructuring of
several private label programs, which lowered revenues and promotional expenses
versus the prior year.
Revenues for the Institutional market increased $11.0 million, or
18.4%, to $71.0 million for the fiscal year ended September 30, 2000, from $60.0
million for the fiscal year ended September 30, 1999. This increase was
primarily a result of volume growth of 28.4% over the prior year, offset by
lower average selling prices. The pass-through of lower durum wheat costs, along
with changes in sales mix, generated by rapid growth of ingredient volumes,
created a 7.8% reduction in average selling prices.
Gross Profit. Gross profit increased $10.4 million, or 17.5%, to $70.0
million for the fiscal year ended September 30, 2000, from $59.6 million for the
fiscal year ended September 30, 1999. Gross profit increased generally as a
result of the volume and revenue gains referenced above. Gross profit as a
percentage of revenues increased to 28.1% for the fiscal year ended September
30, 2000 from 27.1% for the fiscal year ended September 30, 1999. The increase
in gross profit as a percentage of revenues relates to lower raw material costs
and lower operating costs per unit.
Selling and Marketing Expense. Selling and marketing expense increased
$1.2 million, or 8.1%, to $16.1 million for the fiscal year ended September 30,
2000, from $14.9 million reported for the fiscal year ended September 30, 1999.
Selling and marketing expense as a percentage of revenues decreased to 6.5% for
the fiscal year ended September 30, 2000, from 6.8% for the comparable prior
period. As discussed above, certain promotional expenses were lower in the
fiscal year 2000 period due to the modification of several private label
customer programs.
General and Administrative Expense. General and administrative expense
increased $0.6 million, or 12.2%, to $6.3 million for the fiscal year ended
September 30, 2000, from $5.6 million reported for the comparable period last
year, and remained at 2.5% as a percentage of revenue.
Operating Profit. Operating profit for the fiscal year ended September
30, 2000, was $47.7 million, an increase of 21.8% over the $39.1 million
reported for the fiscal year ended September 30, 1999. Operating profit
increased as a percentage of revenues to 19.1% for the fiscal year ended
September 30, 2000, from 17.8% for the fiscal year ended September 30, 1999.
Interest Expense. Interest expense for the fiscal year ended September
30, 2000, was $4.8 million, increasing 127.7% from the $2.1 million reported for
the fiscal year ended September 30, 1999. The increase is attributable to
interest on higher debt levels, offset by increased interest expense
capitalization. The higher debt levels are attributable to the Company's recent
share repurchase program and Italian expansion.
Income Tax. Income tax for the fiscal year ended September 30, 2000,
was $15.4 million, increasing $1.9 million from the $13.5 million reported for
the fiscal year ended September 30, 1999, and reflects effective income tax
rates of approximately 36.0% and 36.5%, respectively.
Net Income. Net income for the fiscal year ended September 30, 2000,
was $27.5 million, increasing from the $23.5 million reported for the fiscal
year ended September
24
30, 1999. Net income per common share-assuming dilution was $1.50 in fiscal 2000
compared to $1.26 per share for the fiscal year ended September 30, 1999.
Liquidity and Capital Resources
- -------------------------------
Our primary sources of liquidity are cash provided by operations and
borrowings under our credit facility. Cash and temporary investments totaled
$5.3 million and net working capital totaled $53.8 million at September 30,
2001. At September 30, 2000, cash and temporary cash investments totaled $6.7
million and working capital totaled $46.9 million. The $6.9 million increase in
working capital in fiscal year 2001 was financed with the existing credit
facility and cash generated by operations.
Our net cash provided by operating activities totaled $44.2 million for
the fiscal year ended September 30, 2001 compared to $38.9 million for the
fiscal year ended September 30, 2000 and $38.0 million for the fiscal year ended
September 30, 1999. The increases are primarily related to increases in net
income before non-cash charges, offset by volume- related increases in net
working capital requirements.
Cash flow used in investing activities principally relates to the
purchase of the Mueller's pasta brand, the purchase of seven pasta brands from
Borden Foods and investments in production, distribution, milling and management
information system assets. Capital expenditures, excluding acquisitions, were
$39.3 million for the fiscal year ended September 30, 2001, $57.7 million for
the year ended September 30, 2000 and $74.0 million for the fiscal year ended
September 30, 1999.
Net cash provided by financing activities was $91.7 million for the
fiscal year ended September 30, 2001 compared to $21.1 million for the fiscal
year ended September 30, 2000, and $33.7 million for the fiscal year ended
September 30 1999. The $91.7 million is primarily a result of $244.6 million
proceeds from issuance of debt (net of $3.0 million deferred issuance costs)
offset by $152.6 million principal payment on debt and capital lease
obligations. The $21.1 million is primarily a result of $57.3 million proceeds
from issuance of debt, offset by $31.3 million used to purchase treasury stock.
The $33.7 million is primarily a result of $34.0 million proceeds from issuance
of debt.
We currently use cash to fund capital expenditures, repayments of debt
and working capital requirements. We expect that future cash requirements will
principally be for capital expenditures, repayments of indebtedness and working
capital requirements.
On July 16, 2001, we secured a new five-year, $300 million revolving
credit facility to replace the previous $190 million facility. The revolver
includes $100 million of dual currency availability in Euros or U.S. dollars to
finance our international business in Italy.
Our credit agreement contains restrictive covenants which include,
among other things, financial covenants requiring minimum and cumulative
earnings levels and limitations on the payment of dividends, stock purchases and
our ability to enter into certain contractual arrangements. We do not expect
these limitations to have a material effect on business or results of
operations. We are in compliance with all financial covenants contained in the
credit agreement.
At September 30, 2001, the three-month LIBOR rate was 2.59%, the
three-month Euribor rate was 3.656%, and our weighted average bank debt
borrowing rate was 5.12%.
We utilize interest rate swap agreements and foreign exchange contracts
to manage interest rate and foreign currency exposures. The principal objective
of such financial derivative contracts is to moderate the effect of fluctuations
in interest rates and foreign exchange rates. We, as a matter of policy, do not
speculate in financial markets and therefore do not hold these contracts for
trading purposes. We utilize what are considered simple instruments, such as
forward foreign exchange contracts and non-leveraged interest rate swaps, to
accomplish our objectives.
25
At this time, the current and projected borrowings under our credit
facility do not exceed the facility's available commitment. The facility matures
on October 2, 2006. We anticipate that any borrowings outstanding at that time
will be satisfied with funds from operations or will be refinanced. We have no
other material commitments.
We believe that net cash provided by operating activities and net cash
provided by financing activities will be sufficient to meet our expected capital
and liquidity needs for the foreseeable future.
Recently Issued Accounting Pronouncements
- -----------------------------------------
In October 2001, the Financial Accounting Standards Board (FASB) issued
Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," which is effective for fiscal years beginning after December 15, 2001.
This new standard, when in effect, will supersede SFAS Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for the Long-Lived
Assets to Be Disposed Of", providing one accounting model for the review of
asset impairment. Statement No. 144 retains much of the recognition and
measurement provisions of Statement No. 121, but removes goodwill from its
scope. It also requires long-lived assets to be disposed of other than by sale
to be considered as held and used until disposed of, requiring the depreciable
life to be adjusted as an accounting change. Criteria to classify long-lived
assets to be disposed of by sale has changed from SFAS Statement No. 121, but
these costs will continue to be reported at the lower of their carrying amount
or fair value less cost to sell, and will cease to be depreciated.
Statement 144 will also supercede the section of the Accounting
Principles Board (APB) Opinion No. 30, which prescribes reporting for the
effects of a disposal of a segment of a business. This statement retains the
basic presentation provisions of the opinion, but requires losses on a disposal
or discontinued operation to be recognized as incurred. It also broadens the
definition of a discontinued operation to include a component of an entity.
In July 2001, the FASB issued Statement No. 143, "Accounting for Asset
Retirement Obligations." The objective of this statement is to provide
accounting guidance for legal obligations associated with the retirement of
long-lived assets by requiring the fair value of a liability for the asset
retirement obligation to be recognized in the period in which it is incurred.
When the liability is initially recognized, the asset retirement costs should
also be capitalized by increasing the carrying amount of the related long-lived
asset. The liability is then accreted to its present value each period and the
capitalized costs are depreciated over the useful life of the associated asset.
This statement is effective for fiscal years beginning after June 15, 2002.
In June 2001, the (FASB) issued Statement No. 141, "Business
Combinations", and Statement No. 142, "Goodwill and Other Intangible Assets".
Statement No. 141 supercedes APB Opinion No. 16, "Business Combinations", and
FASB Statement No. 28, "Accounting for Pre-acquisition Contingencies of
Purchased Enterprises". This statement requires accounting for all business
combinations using the purchase method, and changes the criteria for recognizing
intangible assets apart from goodwill. This statement is effective for all
business combinations initiated after June 30, 2001 and as such, the Company's
July 2001 acquisition of certain Borden brands was accounted for in accordance
with this statement. Statement No. 142 supercedes APB Opinion No. 17,
"Intangible Assets" and addresses how purchased intangibles should be accounted
for upon acquisition. The statement also addresses how goodwill and other
intangible assets should be accounted for after they have been initially
recognized in the financial statements. Upon adoption of this statement October
1, 2001, intangibles acquired as a part of the Mueller's transaction will be
deemed to have an indefinite life and amortization will no longer be incurred.
The Borden intangibles, consisting of trademarks and brand names are also deemed
to have an indefinite life. All intangibles will be subject to periodic
impairment testing and will be adjusted to fair value. This statement is
effective for fiscal years beginning after December 15, 2001, and is not
expected to have a material impact.
26
Other Matters
- -------------
None.
Effect of Inflation
- -------------------
During the last three fiscal periods, inflation has not had a material
effect on our business. We have experienced increases in our cost of borrowing
and raw materials, though generally not related to inflation. In general, we
have increased the majority of customer sales prices to recover significant raw
material cost increases. However, these changes in prices have historically
lagged price increases in our raw material costs.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Our principal exposure to market risk associated with financial
instruments relates to interest rate risk associated with variable rate
borrowings and foreign currency exchange rate risk associated with borrowings
denominated in foreign currency. We occasionally utilize simple derivative
instruments such as interest rate swaps to manage our mix of fixed and floating
rate debt. We had various fixed interest rate swap agreements with notional
amounts of $80 million outstanding at September 30, 2001. The estimated fair
value of the interest rate swap agreements of $(429,000) is the amount we would
be required to pay to terminate the swap agreements at September 30, 2001. If
interest rates for our long-term debt under our credit facility had averaged 10%
more and the full amount available under our credit facility had been
outstanding for the entire year, our interest expense would have increased, and
income before taxes would have decreased by $1.1 million for the year ended
September 30, 2001. We hedge our net investment in our foreign subsidiaries with
euro borrowings under our credit facility. Changes in the U.S. dollar equivalent
of euro-based borrowings is recorded as a component of the net translation
adjustment in the consolidated statement of stockholder's equity.
The functional currency for our Italy operation is the Euro. At
September 30, 2001, long-term debt includes obligations of 63.3 million Euros
($54.0 million) under a credit facility which bears interest at a variable rate
based upon the Euribor rate.
27
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
AMERICAN ITALIAN PASTA COMPANY
Index to Audited Consolidated Financial Statements
Page
----
Report of Independent Auditors 29
Consolidated Balance Sheets at September 30, 2001 and 2000 30
Consolidated Statements of Income for the years ended
September 30, 2001, 2000 and 1999 31
Consolidated Statements of Stockholders' Equity for the years ended
September 30, 2001, 2000 and 1999 32
Consolidated Statements of Cash Flows for the years ended
September 30, 2001, 2000 and 1999 33
Notes to Consolidated Financial Statements 34
28
Report of Independent Auditors
The Board of Directors
American Italian Pasta Company
We have audited the accompanying consolidated balance sheets of
American Italian Pasta Company (the Company) as of September 30, 2001 and 2000,
and the related consolidated statements of income, stockholders' equity and cash
flows for each of the three years in the period ended September 30, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
American Italian Pasta Company at September 30, 2001 and 2000, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended September 30, 2001, in conformity with accounting
principles generally accepted in the United States.
/s/ ERNST & YOUNG LLP
Kansas City, Missouri
October 31, 2001
29
AMERICAN ITALIAN PASTA COMPANY
Consolidated Balance Sheets
September 30, September 30,
2001 2000
---- ----
(In thousands)
Assets
Current assets:
Cash and temporary investments $5,284 $6,677
Trade and other receivables 37,546 27,479
Prepaid expenses and deposits 8,024 4,424
Inventory 43,866 28,390
Deferred income taxes (Note 3) 3,565 2,989
----- -----
Total current assets 98,285 69,959
Property, plant and equipment:
Land and improvements 8,123 7,159
Buildings 99,548 85,157
Plant and mill equipment 269,751 230,383
Furniture, fixtures and equipment 10,957 10,011
----- -----
388,379 332,710
Accumulated depreciation (80,453) (64,769)
-------- --------
307,926 267,941
Construction in progress 31,236 43,727
------ ------
Total property, plant and equipment 339,162 311,668
Intangible assets 116,707 --
Other assets 5,989 2,144
----- -----
Total assets $560,143 $383,771
======== ========
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 22,416 $ 12,261
Accrued expenses 19,652 8,352
Income tax payable 877 841
Current maturities of long-term debt (Note 2) 1,559 1,564
----- -----
Total current liabilities 44,504 23,018
Long-term debt (Note 2) 236,783 138,502
Deferred income taxes (Note 3) 33,664 23,847
Commitments and contingencies (Note 4)
Stockholders' equity: (Notes 6 & 10)
Preferred stock, $.001 par value:
Authorized shares - 10,000,000 -- --
Class A common stock, $.001 par value:
Authorized shares - 75,000,000 19 18
Class B common stock, $.001 par value:
Authorized shares - 25,000,000 -- --
Additional paid-in capital 202,674 177,725
Treasury stock (34,394) (31,362)
Notes receivable from officers (61) (61)
Unearned compensation (223) --
Retained earnings 80,563 54,233
Accumulated other comprehensive income (loss) (3,386) (2,149)
------- -------
Total stockholders' equity 245,192 198,404
-------- -------
Total liabilities and stockholders' equity $560,143 $383,771
======== ========
See accompanying notes to consolidated financial statements.
30
AMERICAN ITALIAN PASTA COMPANY
Consolidated Statements of Income
Year ended Year ended Year ended
September 30, September 30, September 30,
2001 2000 1999
---- ---- ----
(In thousands, except per share amounts)
Revenues (Note 5) $310,789 $248,795 $220,149
Cost of goods sold 213,086 178,810 160,579
------- ------- -------
Gross profit 97,703 69,985 59,570
Selling and marketing expense 31,844 16,065 14,855
General and administrative expense 9,278 6,263 5,580
Provision for acquisition expenses 5,537 -- --
------- ------- ------- --- ----- ------ -- ------ --
Operating profit 51,044 47,657 39,135
Interest expense, net 8,491 4,777 2,098
------- ------- -------
Income before income tax expense and extraordinary
item 42,553 42,880 37,037
Income tax expense (Note 3) 14,680 15,426 13,519
------- ------- -------
Income before extraordinary item 27,873 27,454 23,518
Extraordinary item:
Loss due to early extinguishment of long-term
debt, net of income taxes (1,543) -- --
------- ------- -------
Net income $ 26,330 $ 27,454 $ 23,518
======== ======== ========
Net income per common share:
Before extraordinary item $ 1.60 $ 1.53 $ 1.30
Extraordinary item (.09) -- --
------- ------- -------
Total $ 1.51 $ 1.53 $ 1.30
====== ====== ======
Weighted-average common shares outstanding 17,404 17,895 18,108
====== ====== ======
Net income per common share assuming dilution:
Before extraordinary item $ 1.53 $ 1.50 $ 1.26
Extraordinary item (.08) -- --
------- ------- -------
Total $ 1.45 $ 1.50 $ 1.26
====== ====== ======
Weighted-average common shares outstanding 18,186 18,298 18,621
====== ====== ======
See accompanying notes to consolidated financial statements.
31
AMERICAN ITALIAN PASTA COMPANY
Consolidated Statements of Stockholders' Equity
Year ended Year ended Year ended
September 30, September 30, September 30,
2001 2000 1999
------------------ ------------------ ------------------
(In thousands)
Class A Common Shares
Balance, beginning of year 18,363 18,177 18,087
Issuance of shares of Class A Common stock to
option holders & other issuances 855 186 90
--- --- --
Balance, end of year 19,218 18,363 18,177
====== ====== ======
Class A Common Stock
Balance, beginning of year $ 18 $ 18 $ 18
Issuance of shares of Class A Common stock to
option holders &other issuances 1 -- --
-- --- ---
Balance, end of year $ 19 $ 18 $ 18
===== ===== =====
Additional Paid-in Capital
Balance, beginning of year $ 177,725 $ 175,030 $ 173,642
Issuance of shares of Class A Common stock to
option holders & other issuances 24,949 2,695 1,388
------ ----- -----
Balance, end of year $ 202,674 $ 177,725 $ 175,030
========= ========= =========
Treasury Stock
Balance, beginning of year $(31,362) $ (26) $ (13)
Purchase of treasury stock (3,032) (31,336) (13)
------- -------- ----
Balance, end of year $(34,394) $(31,362) $ (26)
========= ========= ======
Notes Receivable from Officers
Balance, beginning of year $ (61) $ (71) $ (124)
Paydown of notes receivable from officers - 10 53
-- --- ---
Balance, end of year $ (61) $ (61) $ (71)
====== ====== ======
Unearned Compensation
Balance, beginning of year $ -- $ -- $ --
Issuance of common stock (223) -- --
----- --- ---
Balance, end of year $ (223) $ -- $ --
======= ===== =====
Other Comprehensive Income (Loss)
Balance, beginning of year $ (2,149) $ -- $ --
Interest rate swaps fair value adjustment (429) -- --
Foreign currency translation adjustment (808) (2,149) --
----- ------- --
Balance, end of year $ (3,386) $ (2,149) $ --
========= ========= =====
Retained Earnings
Balance, beginning of year $54,233 $26,779 $ 3,261
Net income 26,330 27,454 23,518
------ ------ ------
Balance, end of year 80,563 54,233 26,779
------ ------ ------
Total Stockholders' Equity $ 245,192 $ 198,404 $ 201,730
========= ========= =========
See accompanying notes to consolidated financial statements.
32
AMERICAN ITALIAN PASTA COMPANY
Consolidated Statements of Cash Flows
Year ended Year ended Year ended
September 30, September 30, September 30,
2001 2000 1999
---- ---- ----
(In thousands)
Operating activities:
Net income $ 26,330 $ 27,454 $ 23,518
Adjustments to reconcile net income to net cash provided by
operations:
Depreciation and amortization 17,513 15,906 13,701
Deferred income tax expense 9,817 8,958 8,384
Extraordinary loss due to early extinguishment of long-term
debt 1,543 -- --
Changes in operating assets and liabilities:
Trade and other receivables (11,479) (5,478) (4,520)
Prepaid expenses and deposits (3,598) (472) (2,216)
Inventory (3,175) (3,180) 2,824
Accounts payable and accrued expenses 7,984 (3,635) 4,252
Advance customer payments -- -- (5,957)
Income taxes 1,977 2,205 (1,214)
Other (2,665) (2,864) (805)
------- ------- -----
Net cash provided by operating activities 44,247 38,894 37,967
Investing activities:
Purchase of Mueller's brand (23,816) -- --
Purchase of seven brands from Borden Foods (72,638) -- --
Additions to property, plant and equipment (39,275) (57,706) (73,980)
- -------- - -------- - --------
Net cash used in investing activities (135,729) (57,706) (73,980)
Financing activities:
Additions to deferred debt issuance costs (3,034) (791) --
Proceeds from issuance of debt 247,593 57,304 34,115
Principal payments on debt and capital lease obligations (152,598) (5,452) (1,229)
Proceeds from issuance of common stock, net of issuance costs 2,812 1,330 786
Purchases of treasury stock (3,032) (31,336) (13)
Other -- 10 --
--------- ------- ------
Net cash provided by financing activities 91,741 21,065 33,659
Effect of exchange rate changes on cash (1,652) 1,336 --
--------- ------- ------
Net increase (decrease) in cash and temporary investments (1,393) 3,589 (2,354)
Cash and temporary investments at beginning of year 6,677 3,088 5,442
--------- ------- ------
Cash and temporary investments at end of year $ 5,284 $ 6,677 $3,088
======= ======== ======
See accompanying notes to consolidated financial statements.
33
AMERICAN ITALIAN PASTA COMPANY
Notes to Consolidated Financial Statements
September 30, 2001
1. Summary of Significant Accounting Policies
Nature of Business
American Italian Pasta Company (the Company) is a Delaware corporation
which began operations in 1988. The Company is the largest producer and marketer
of pasta products in the United States and has manufacturing and distribution
facilities located in Excelsior Springs, Missouri, Columbia, South Carolina,
Kenosha, Wisconsin, and Verolanuova, Italy.
Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and all majority owned subsidiaries.
Fiscal Year End
The Company's fiscal year ends on the last Friday of September or the
first Friday of October, resulting in a 52- or 53-week year depending on the
calendar. The Company's first three quarters end on the Friday last preceding
December 31, March 31 and June 30 or the first Friday of the following month of
each quarter. For purposes of the financial statements and notes thereto, the
Company's fiscal year is described as having ended on September 30.
Revenue Recognition
Sales of the Company's products, including pricing terms, are final
upon shipment of the goods, except for certain supply contracts where the
requirements have been met for recognizing revenue upon completion of
production.
Foreign Currency
The Company's functional currency is the U.S. dollar. Accordingly,
assets and liabilities of the Company's foreign operations are remeasured at
year-end or historical rates depending on their nature; income and expenses are
remeasured at the weighted-average exchange rates for the year. Foreign currency
gains and losses resulting from transactions are included in consolidated
operations in the year of occurrence.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
Risks and Uncertainties
The Company grants credit to certain customers who meet the Company's
pre-established credit requirements. Generally, the Company does not require
collateral security when trade credit is granted to customers. Credit losses are
provided for in the financial statements and consistently have been within
management's expectations. The allowance for doubtful accounts at September 30,
2001 and 2000 was $847,000 and $178,000, respectively. At September 30, 2001 and
2000, approximately 16% and 43%, respectively, of accounts receivable were due
from three customers.
34
Pasta is made from semolina milled from durum wheat, a class of hard
amber wheat purchased by the Company from certain parts of the world. The
Company mills the wheat into semolina at both the Excelsior Springs and Columbia
plants. Durum wheat is a narrowly traded commodity crop. The Company attempts to
minimize the effect of durum wheat cost fluctuations through forward purchase
contracts and raw material cost-based pricing agreements with many of its
customers. The Company's commodity procurement and pricing practices are
intended to reduce the risk of durum wheat cost increases on profitability, but
also may temporarily affect the timing of the Company's ability to benefit from
possible durum wheat cost decreases for such contracted quantities.
Derivative Instruments
Financial Accounting Standards Board Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities (Statement 133), requires
companies to recognize all of its derivative instruments as either assets or
liabilities in the balance sheet at fair value. The accounting for changes in
the fair value (i.e., gains or losses) of a derivative instrument depends on
whether it has been designated and qualifies as part of a hedging relationship
and further, on the type of hedging relationship. For those derivative
instruments that are designated and qualify as hedging instruments, a company
must designate the hedging instrument, based upon the exposure being hedged, as
either a fair value hedge, cash flow hedge or a hedge of a net investment in a
foreign operation.
For derivative instruments that are designated and qualify as a fair
value hedge (i.e., hedging the exposure to changes in the fair value of an asset
or a liability or an identified portion thereof that is attributable to a
particular risk), the gain or loss on the derivative instrument as well as the
offsetting loss or gain on the hedged item attributable to the hedged risk are
recognized in current earnings during the period of the change in fair values.
For derivative instruments that are designated and qualify as a cash flow hedge
(i.e., hedging the exposure to variability in expected future cash flows that is
attributable to a particular risk), the effective portion of the gain or loss on
the derivative instrument is reported as a component of other comprehensive
income and reclassified into earnings in the same period or periods during which
the hedged transaction affects earnings. The remaining gain or loss on the
derivative instrument in excess of the cumulative change in the present value of
future cash flows of the hedged item, if any, is recognized in current earnings
during the period of change. For derivative instruments that are designated and
qualify as a hedge of a net investment in a foreign currency, the gain or loss
is reported in other comprehensive income as part of the cumulative translation
adjustment to the extent it is effective. For derivative instruments not
designated as hedging instruments, the gain or loss is recognized in current
earnings during the period of change.
Cash Flow Hedging Strategy
To protect against increases in the value of forecasted foreign
currency cash outflows for the purchase of product from Italy for sale in the
United States, the Company has instituted a Euro cash flow hedging program. The
Company hedges portions of its forecasted purchases in Euros with forward
contracts. If the dollar weakens against the Euro, the increased cost of future
Euro-denominated purchases is offset by gains in the value of the forward
contracts designated as hedges. Conversely, if the dollar strengthens, the
decreased cost of future Euro-denominated purchases is offset by losses in the
value of the forward contracts.
The Company has entered into interest rate swap agreements that
effectively convert a portion of its floating-rate debt to a fixed-rate basis
for the next two years, thus reducing the impact of interest rate changes on
future interest expense. Approximately 34% ($80 million) of the Company's
outstanding short-term debt was designated as the hedged items to interest rate
swap agreements at September 30, 2001.
At September 30, 2001, the Company expects to reclassify ($167,000) of net
gains (losses) on derivative instruments from accumulated other comprehensive
income to earnings during the next twelve months due to actual export sales and
the payment of variable interest associated with the floating rate debt.
35
Hedge of Net Investment in Foreign Operations
The Company uses foreign denominated variable debt to protect the value
of its investments in its foreign subsidiaries in Italy. Realized and unrealized
gains and losses from these hedges are not included in the income statement, but
are shown in the cumulative translation adjustment account included in other
comprehensive income, with the related amounts due to or from counterparties
included in other liabilities or other assets.
During the year ended September 30, 2001, the Company recognized
$1,094,000 of net gains (losses), included in the cumulative translation
adjustment, related to the foreign denominated variable-rate debt.
Financial Instruments
The carrying value of the Company's financial instruments, including
cash and temporary investments, accounts receivable, accounts payable and
long-term debt, as reported in the accompanying consolidated balance sheets at
September 30, 2001 and 2000, approximates fair value. The estimated fair value
of the interest rate swap agreement outstanding at September 30, 2001 of
($429,000) is the amount the Company would be required to pay to terminate the
swap agreement at September 30, 2001.
Cash and Temporary Investments
Cash and temporary investments include cash on hand, amounts due from
banks and highly liquid marketable securities with maturities of three months or
less at the date of purchase.
Inventories
Inventories are stated using product specific standard costs which
approximate the lower of cost or market determined on a first-in, first-out
(FIFO) basis. Inventories consist of the following:
September 30, 2001 September 30, 2000
------------------ ------------------
(In thousands)
Finished goods $33,134 $19,701
Raw materials, packaging materials and work-in-process 10,732 8,689
------- -----
$43,866 $28,390
======= =======
Property, Plant and Equipment
Capital additions, improvements and major renewals are classified as
property, plant and equipment and are recorded at cost. Depreciation is
calculated for financial statement purposes using the straight-line method over
the estimated useful life of the related asset for each year as follows:
Number of
Years
-----
Land improvements 40
Buildings 30
Plant and mill equipment 20
Packaging equipment 10
Furniture, fixtures and equipment 5
The Company capitalizes interest costs associated with the construction
and installation of plant and equipment. During the years ended September 30,
2001, 2000 and 1999, approximately $2,567,000, $2,086,000 and $2,713,000,
respectively, of interest cost was capitalized.
36
Intangible Assets
During the fiscal year ended September 30, 2001, the Company acquired
the Mueller's brand from Bestfoods, Inc. for $44.4 million, consisting of $23.8
million in cash and 686,666 shares of common stock valued at $30 per share. The
purchase price was allocated to trademarks and brand name. These intangibles
were assigned a life of forty years, and accordingly, the Company recognized
approximately $1.0 million of amortization expense during the year ended
September 30, 2001. Effective October 1, 2001, the Company has adopted Statement
of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets, and assigned an indefinite life to trademarks and brand name and, as
such, will no longer incur amortization expense related to these assets.
In addition, during the fiscal year ended September 30, 2001, the
Company acquired seven pasta brands from Borden, Inc., including Anthony's&;,
Globe/A-1&;, Luxury®, Mrs. Grass®, Pennsylvania Dutch®, R&F, and
Ronco®. The purchase price in the Borden transaction was $72.6 million and has
been preliminarily allocated to trademarks and brand name. The Company believes
these assets have an indefinite life and, as the transaction occurred after July
1, 2001, is not amortizing the amounts, in accordance with SFAS No. 142,
Goodwill and Other Intangible Assets.
The Company has obtained preliminary independent appraisals of the fair
values of the acquired Borden brands. Accordingly, the allocation of the
purchase price is subject to revision, which is not expected to be material,
based on the final determination of appraised and other fair values.
Intangible assets are reviewed at least annually for impairment by
comparing the Company's best estimate of fair value with the carrying amount of
the intangible.
Other Assets
Other assets consist of the following:
September 30, September 30,
2001 2000
---- ----
(In thousands)
Package design costs $6,393 $ 4,370
Deferred debt issuance costs 3,034 791
Other 1,414 1,215
----- -------
10,841 6,376
Accumulated amortization (4,852) (4,232)
------- --------
$5,989 $ 2,144
====== =======
Package design costs relate to certain incremental third party costs to
design artwork and produce die plates and negatives necessary to manufacture and
print packaging materials according to the Company's and customers'
specification. These costs are amortized ratably over a two to five year period.
In the event that product packaging is discontinued prior to the end of the
amortization period, the respective package design costs are written off.
Package design costs, net of accumulated amortization, were $2,573,000 and
$1,190,000 at September 30, 2001 and 2000, respectively.
Income Taxes
The Company accounts for income taxes in accordance with the method
prescribed by SFAS No. 109, "Accounting for Income Taxes." Under this method,
deferred tax assets and liabilities are determined based on differences between
the financial reporting and tax bases of assets and liabilities, and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse.
37
Stock Options
The Company has elected to follow Accounting Principles Board Opinion
(APB) No. 25, "Accounting for Stock Issued to Employees," and related
Interpretations in accounting for its employee stock options and have adopted
the pro forma disclosure requirements under SFAS No. 123 "Accounting for
Stock-Based Compensation." Under APB No. 25, because the exercise price of the
Company's employee stock options is equal to or greater than the market price of
the underlying stock on the date of grant, no compensation expense is
recognized.
Shipping and Handling Costs
Costs incurred related to shipping and handling are included in cost of
goods sold in the Company's consolidated statements of income.
Net Income Per Common Share
Net income per common share is calculated using the weighted-average
number of common shares and, in the case of diluted net income per share, common
equivalent shares, to the extent dilutive, outstanding during the periods.
Dilutive securities, consisting of options (see Note 6), included in
the calculation of diluted weighted average common shares were 782,000 shares in
fiscal 2001, 403,000 shares in fiscal 2000 and 513,000 shares in fiscal 1999.
2. Long-Term Debt
On July 16, 2001, the Company secured a new five-year $300 million
revolving credit facility to replace the Company's previous $190 million
facility. The revolver includes a $100 million dual currency availability in
Euros or U.S. dollars to finance the Company's international business in Italy.
The credit facility matures on October 2, 2006. Available borrowings under the
credit facility were $76,707,000 at September 30, 2001.
The principal maturity terms of the new $300 million, long-term
revolving credit facility are as follows:
Amount Date
(in thousands)
Scheduled Commitment Reduction $25,000 October 1, 2002
Scheduled Commitment Reduction 25,000 October 1, 2003
Scheduled Commitment Reduction 30,000 October 1, 2004
Scheduled Commitment Reduction 30,000 October 1, 2005
Final Maturity 190,000 October 2, 2006
-------
$300,000
========
Interest is to be charged at either the base rate (higher of prime or
1/2 of 1% in excess of the federal funds effective rate) or LIBOR/Euribor plus
an applicable margin based on a sliding scale of the ratio of the Company's
total indebtedness divided by earnings before interest, taxes, depreciation and
amortization (EBITDA). In addition, a commitment fee is charged on the unused
facility balance based on the sliding scale of the Company's total indebtedness
divided by EBITDA. The stated interest plus the commitment fee is classified as
interest expense.
In 2001, the Company redeemed, prior to scheduled maturities, $147.4
million of debt with interest rates ranging from 4.7% to 6.4%. This resulted in
a $1.5 million after-tax extraordinary loss for the Company.
38
Long-term debt consists of the following:
September 30, September 30,
2001 2000
(In thousands)
Term loans under credit facility $223,722 $123,458
Capital lease, 12-year term with three,
five-year renewal options, at an
imputed interest rate of 7.2% 3,991 4,333
Capital lease, 15-year term with three,
five-year renewal options, at an
imputed interest rate of 8.5% 2,816 3,024
Capital lease, 12-year term with three,
five-year renewal options, at an
imputed interest rate of 8.5% 6,308 6,661
Capital lease, eight-year term at
an imputed interest rate of 8.5% 1,037 1,325
Other 468 1,265
------- --------
238,342 140,066
Less current portion 1,559 1,564
------- --------
$236,783 $138,502
======== ========
The Company's weighted average interest rates related to borrowings
under the credit facility for the years ended September 30, 2001, 2000, and
1999, were as follows:
2001 2000 1999
---- ---- ----
Weighted-average interest rate 6.04% 6.6% 6.8%
Annual maturities of long-term debt and capital lease obligations for
each of the next five years ended September 30, are as follows:
Long-Term Debt Capital Leases and
Year Other Total
(In thousands)
2002 $ -- $ 2,689
2003 -- 2,860
2004 3,293 2,069
2005 30,000 2,015
2006 -- 2,006
Thereafter 190,000 8,769
------- -----
223,293 20,408 $243,701
Less imputed interest -- 5,788 5,788
------- ------ --- -----
Present value of net minimum payments 223,293 14,620 237,913
Less current portion -- 1,559 1,559
-------- ----- --- -----
Long-term obligations $223,293 $13,061 $236,354
======== ======= ========
The revolving credit facility contains various restrictive covenants
which include, among other things, financial covenants requiring minimum and
cumulative earnings levels and limitations on the payment of dividends, stock
purchases, and the Company's ability to enter into certain contractual
arrangements. The Company was in compliance with the restrictive covenants as of
September 30, 2001. The facility is unsecured.
The Company leases certain assets under capital lease agreements. At
September 30, 2001 and 2000, the cost of these assets was $20,202,000 and
$20,010,000, respectively, and related accumulated amortization was $3,897,000
and $3,244,000, respectively.
3. Income Taxes
The Company has AMT credit carryforwards of $9,537,000 and $11,189,000
at September 30, 2001 and 2000, respectively, with no expiration date.
Management believes it is more likely than not that deferred tax assets
associated with these items will be realized through the generation of future
taxable income and available tax planning strategies.
39
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of the Company's deferred tax assets and liabilities are as follows:
September 30, September 30,
2001 2000
---- ----
(In thousands)
Deferred tax assets:
Net operating loss carryforwards $ -- $1,161
Missouri Expansion Credits -- 250
AMT credit carryforward 9,537 11,189
Inventory valuation 2,176 1,364
Other 1,157 712
----- ------
Total deferred tax assets 12,870 14,676
Deferred tax liabilities:
Book basis of tangible assets greater than tax 40,454 35,534
Book basis of intangible assets greater than tax 2,515 --
----- ------
Total deferred tax liabilities 42,969 35,534
----- ------
Net deferred tax liabilities $(30,099) $(20,858)
========= =========
Significant components of the provision for income taxes are as follows:
Year ended Year ended Year ended
September 30, September 30, September 30,
2001 2000 1999
---- ---- ----
(In thousands)
Current income tax expense $ 5,098 $ 6,468 $ 5,135
Deferred tax expense 9,582 8,958 8,384
----- ----- -----
Total income tax expense $14,680 $15,426 $13,519
======= ======= =======
The reconciliation of income tax computed at the U.S. statutory tax
rate to income tax expense is as follows:
Year ended Year ended Year ended
September 30, September 30, September 30,
2001 2000 1999
---- ---- ----
(In thousands)
Income before income taxes $42,553 $42,880 $37,037
U.S. statutory tax rate x 35% x 35% x 35%
------ ----- -----
Federal income tax expense
at U.S. statutory rate 14,893 15,008 12,963
State income tax expense,
net of federal tax effect 261 643 741
Foreign tax rate differences (308) -- --
Other, net (166) (225) (185)
----- ----- -----
Total income tax expense $14,680 $15,426 $13,519
======= ======= =======
Income tax benefit allocated to other items was as follows:
Year ended Year ended Year ended
September 30, September 30, September 30,
2001 2000 1999
---- ---- ----
(In thousands)
Extraordinary item $(812) $ -- $ --
Stock option arrangements (1) (917) (1,363) (655)
(1) This amount has been recorded directly to "Additional Paid-In Capital".
4. Commitments and Contingencies
The Company had durum wheat purchase commitments totaling approximately
$24 million and $7 million at September 30, 2001 and 2000, respectively.
40
Under an agreement with its predominant rail carrier, the Company is
obligated to transport specified wheat volumes. In the event the specified
transportation volumes are not met, the Company is required to reimburse certain
rail carrier costs. The Company is in compliance with the volume obligations at
September 30, 2001.
5. Major Customers
Sales to a certain customer during the years ended September 30, 2001,
2000 and 1999 represented 13%, 15% and 16% of revenues, respectively. Sales to a
second customer during the years ended September 30, 2001, 2000 and 1999
represented 6%, 12% and 13% of revenues, respectively. Sales to a third customer
during fiscal 2000 and 1999 were 23% and 29% of revenues, respectively. With the
Company's acquisition of the Mueller's brand on November 14, 2000, the Company
no longer has revenues arising from transactions with this major customer.
6. Stock Option Plan
In October 1992, a stock option plan was established that authorizes
the granting of options to purchase up to 1,201,880 shares of the Company's
common stock by certain officers and key employees. In October 1993, an
additional plan was established that authorizes the granting of options to
purchase up to 82,783 shares of the Company's common stock. In October 1997, a
third stock option plan was established that authorizes the granting of options
to purchase up to 2,000,000 shares of the Company's common stock by certain
officers and key employees. In December 2000, a fourth stock option plan was
established that authorizes the granting of options to purchase up to 1,000,000
shares of the Company's common stock by certain officers and key employees. The
stock options expire 10 years from the date of grant and become exercisable over
the next three to five years in varying amounts depending on the terms of the
individual option agreements.
Pro forma information regarding net income and earnings per share is
required by SFAS No. 123, and has been determined as if the Company had
accounted for its employee stock options under the fair value method of SFAS No.
123. The fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions: risk-free interest rates of 4.5%; dividend yields
of zero; volatility factors of the expected market price of the Company's common
stock of .358 for fiscal 2001, .483 for fiscal 2000 and .507 for fiscal 1999;
and a weighted-average expected life of the option of one to five years.
--------
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows (in thousands except for earnings per share
information):
2001 2000 1999
---- ---- ----
Pro forma net income $23,924 $25,543 $22,325
Pro forma earnings per share:
Basic $1.37 $1.43 $1.24
Diluted $1.32 $1.40 $1.20
41
A summary of the Company's stock option activity, and related
information is as follows:
Weighted
Average
Option Price Exercise
Number of Shares Per Share Price Exercisable
---------------- --------- ----- -----------
Outstanding at September 30, 1998 1,922,305 $4.92-$30.00 $14.14 626,985
Exercised (83,533) $4.92-$18.00 $6.72
Granted 147,416 $22.50-$27.875 $24.32
Canceled/Expired (41,480) $12.23-$27.56 $22.18
-------
Outstanding at September 30, 1999 1,944,708 $4.92-$30.00 $15.06 1,044,066
Exercised (178,508) $4.92-$25.00 $6.66
Granted 863,697 $16.375-$25.00 $22.29
Canceled/Expired (41,373) $12.23-$27.875 $23.87
-------
Outstanding at September 30, 2000 2,588,524 $4.92-$30.00 $17.91 1,445,693
Exercised (139,369) $4.92-$32.00 $18.22
Granted 204,900 $18.375-$45.30 $36.04
Canceled/Expired (23,191) $18.00-$26.75 $24.42
---------
Outstanding at September 30, 2001 2,630,864 $4.92-$45.30 $19.25 1,679,454
=========
The following table summarizes outstanding and exercisable options at
September 30, 2001:
Options Outstanding Options Exercisable
------------------- -------------------
Number Weighted Average Number Weighted Average
Exercise Prices Outstanding Exercise Price Exercisable Exercise Price
- --------------- ----------- --------------- ----------- --------------
$ 4.92 142,396 $ 4.92 142,396 $ 4.92
$ 7.02 169,244 $ 7.02 169,244 $ 7.02
$ 12.23 257,140 $ 12.23 257,140 $12.23
$ 16.375-16.625 46,000 $ 16.57 10,000 $16.575
$ 18.00-18.50 1,159,448 $ 18.11 815,973 $18.11
$ 22.50-26.50 599,986 $ 24.73 265,051 $24.94
$ 26.69-30.00 118,750 $ 28.66 19,650 $28.99
$31.30-35.35 6,900 $ 33.53 -- --
$39.30-$45.30 131,000 $ 40.98 -- --
7. Employee Benefit Plans
The Company has a defined contribution plan organized under Section
401(k) of the Internal Revenue Code covering substantially all employees. The
plan allows all qualifying employees to contribute up to the tax deferred
contribution limit allowable by the Internal Revenue Service. The Company will
match 50% of the employee contributions up to a maximum employee contribution of
6% of the employee's salary and may contribute additional amounts to the plan as
determined annually by the Board of Directors. Employer contributions related to
the plan totaled $976,000, $450,000, and $380,000 for the years ended September
30, 2001, 2000 and 1999, respectively.
The Company sponsors an Employee Stock Purchase Plan (ESPP) which
offers all employees the election to purchase AIPC common stock at a price equal
to 90% of the market value on the first or last day of the calendar quarter,
whichever is less. At September 30, 2001, 2000, and 1999, authorized shares
under this plan were 50,000.
42
8. Supplemental Cash Flow Information
Year ended
September 30, Year ended September 30, Year ended September 30,
2001 2000 1999
---- ---- ----
(In thousands)
Supplemental disclosure of cash flow information:
Cash paid for interest $ 10,158 $ 6,389 $ 4,942
======== ======= =======
Cash paid for income taxes $ 2,992 $ 4,462 $ 5,944
======= ======= =======
Warehouse acquired in
exchange for capital lease $ -- $ 6,800 $ --
==== ======= ====
Mueller's brand acquired in exchange for
common stock $ 20,600 $ -- $ --
======== ==== ====
9. Stock Repurchase Plan
On March 20, 2000, the Company's Board of Directors authorized up to
$25 million to implement a common stock repurchase program of up to one million
shares during the next twelve months.
On July 14, 2000, the Company's Board of Directors authorized an
increase to its share repurchase programs to cover a total of 1.5 million
shares, and allocated an additional $10 million to make these purchases.
During the years ended September 30, 2001 and 2000, the Company
purchased 154,849 shares for $3,032,000, at $19.58 per share, and 1,500,000
shares, for approximately $31,336,000, at prices ranging from $16.57 to $25.94
per share. Total shares held in treasury as of September 30, 2001 and 2000, were
1,654,981 and 1,500,132, respectively.
10. Notes Receivable from Officers
In April 1997, certain officers of the Company acquired 42,366 shares
of common stock. At the same time, the Company loaned these officers $298,000,
of which $61,000 remains outstanding at September 30, 2001. The loans which were
evidenced by promissory notes are payable in equal installments over three years
commencing upon termination of certain transfer restrictions applicable to such
shares under the Stockholders Agreement, not later than December 31, 1998. The
notes are collateralized by the pledge of shares of common stock of the Company,
may be prepaid in part or in full without notice or penalty and bear interest at
the applicable federal rate in effect on the first day of each quarter. These
loans are classified as a reduction to stockholders' equity in the accompanying
consolidated balance sheet at September 30, 2001 and 2000.
11. Board of Directors Remuneration Policy
The Company provides outside directors with an annual retainer amount
in common stock equal to $15,000 per director. The issuance is in lieu of a cash
payment and occurs immediately following the annual meeting of the stockholders.
These shares are not registered and are restricted for a twelve-month period.
12. Unearned Compensation
In September 2001, the Company issued 5,504 shares of restricted stock
to certain officers of the Company. The Company recorded the fair value of the
awards at the market price on the grant date. The value of the awards was
recorded as unearned compensation. The awards contained a cliff vesting
provision and therefore expense will be recognized on a straight-line basis over
the vesting period. The unearned compensation is classified as a reduction to
stockholder's equity in the accompanying consolidated balance sheet at September
30, 2001.
43
13. Quarterly Financial Data - Unaudited
(In thousands, except per share data)
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
Year ended September 30, 2001
Revenues $ 66,404 $ 75,030 $ 77,300 $ 92,055
Gross profit 19,090 23,388 25,282 29,943
Operating profit 9,541 13,804 15,134 12,566
Net income 5,249 7,690 8,491 4,901
Basic net income per
common share 0.31 0.44 0.49 0.28
Net income per common share
--assuming dilution 0.30 0.42 0.46 0.27
Year ended September 30, 2000
Revenues $ 59,141 $ 63,965 $ 60,622 $ 65,067
Gross profit 16,054 18,066 17,713 18,152
Operating profit 10,692 11,991 12,402 12,572
Net income 6,010 6,915 7,260 7,269
Basic net income per 0.33 0.38 0.40 0.42
common share
Net income per common share
--assuming dilution 0.32 0.37 0.40 0.42
The above quarterly financial data is unaudited, but in the opinion of
management, all adjustments necessary for a fair presentation of the selected
data for these interim periods presented have been included.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
PART III
AIPC has incorporated by reference certain responses to the Items of
this Part III pursuant to Rule 12b-23 under the Exchange Act and General
Instruction G(3) to Form 10-K. AIPC's definitive proxy statement for the 2001
annual meeting of stockholders (the "Definitive Proxy Statement") will be filed
no later than 120 days after September 28, 2001.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) Directors of the Company
The information set forth in response to Item 401 of Regulation S-K
under the heading "Proposal 1 - Election of Three Directors" and "The Board of
Directors" in AIPC's Definitive Proxy Statement is incorporated herein by
reference in partial response to this Item 10.
(b) Executive Officers of the Company
The information set forth in response to Item 401 of Regulation S-K
under "Executive Officers of the Registrant" an unnumbered Item in Part 1
(immediately following Item 4 Submission of Matters to a Vote of Security
Holders) of this Form 10-K is incorporated herein by reference in partial
response to this Item 10.
The information set forth in response to Item 405 of Regulation S-K
under the heading "Section 16(a) Beneficial Ownership Reporting Compliance" in
AIPC's Definitive Proxy Statement is incorporated herein by reference in partial
response to this Item 10.
44
ITEM 11. EXECUTIVE COMPENSATION.
The information set forth in response to Item 402 of Regulation S-K
under "Management Compensation" in AIPC's Definitive Proxy Statement, (other
than The Compensation Committee Report on Executive Compensation) is
incorporated by reference in response to this Item 11.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information set forth in response to Item 403 of Regulation S-K
under the heading "Stock Owned Beneficially by Directors, Nominees and Certain
Executive Officers" in our Definitive Proxy Statement is hereby incorporated by
reference in response to this Item 12.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information set forth in response to Item 404 of Regulation S-K
under the heading "Certain Relationships and Related Transactions" in our
Definitive Proxy Statement is incorporated herein by reference in response to
this Item 13.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following items are filed as a part of the report:
1. The Company's consolidated financial statements prepared in
accordance with Regulation S-X, including the consolidated
statements of income, cash flows and stockholders' equity
for the three fiscal periods September 30, 2001, September
30, 2000 and September 30, 1999 and the consolidated balance
sheets as of September 30, 2001 and 2000, and related notes
and the independent auditor's report thereon are included
under Item 8 of this Annual Report.
2. No financial statement schedules are required to be included
in this Annual Report by the Securities and Exchange
Commission's regulations.
3. The list of exhibits following the signature page of this
Annual Report is incorporated by reference herein in partial
response to this Item.
(b) Reports on Form 8-K.
None.
45
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By: /s/ Timothy S. Webster
--------------------------------------
Timothy S. Webster
President and Chief Executive Officer
Date December 19, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
POWER OF ATTORNEY AND SIGNATURES
Each of the undersigned hereby severally constitute and appoint Timothy
S. Webster and Warren B. Schmidgall, and each of them singly, with power of
substitution and resubstitution, as his true and lawful attorneys, with full
power to them and each of them singly, to sign for us in our names in the
capacities indicted below, all amendments to this Annual Report on Form 10-K and
generally to do all things in our names and on our behalf in such capacities to
enable American Italian Pasta Company to comply with the provisions of the
Securities Exchange Act of 1934, and all requirements of the Securities and
Exchange Commission with respect to this Annual Report on Form 10-K.
/s/ Horst W. Schroeder Chairman of the December 19, 2001
- -------------------------------------------- Board of Directors
/s/ Timothy S. Webster President, Chief December 19, 2001
- -------------------------------------------- Executive Officer
and Director
(Principal Executive Officer)
/s/ Warren B. Schmidgall Executive Vice December 19, 2001
- -------------------------------------------- President-Chief Financial Officer,
(Principal Financial and Accounting
Officer)
/s/ Robert H. Niehaus Director December 19, 2001
- --------------------------------------------
/s/ Richard C. Thompson Director December 19, 2001
- --------------------------------------------
/s/ Jonathan E. Baum Director December 19, 2001
- --------------------------------------------
/s/ Tim M. Pollak Director December 19, 2001
- --------------------------------------------
/s/ Mark C. Demetree Director December 19, 2001
- --------------------------------------------
/s/ William R. Patterson Director December 19, 2001
- --------------------------------------------
/s/ John P. O'Brien Director December 19, 2001
- --------------------------------------------
/s/ James A. Heeter Director December 19, 2001
- --------------------------------------------
46
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH
HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT
Not applicable.
47
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
Not applicable.
(3) Articles and By-Laws
3.1 The Company's amended and restated Certificate of
Incorporation dated October 7, 1997, which is attached
as Exhibit 3.1 to the Company's registration statement
on Form S-1, as amended (Commission file no. 333-32827)
(the "IPO Registration Statement"), is incorporated by
reference herein as Exhibit 3.1.
3.2 The Company's amended and restated Bylaws dated October
7, 1997, which is attached as Exhibit 3.2 to the IPO
Registration Statement, are incorporated by reference
herein as Exhibit 3.2.
(4) Instruments Defining the Rights of Security Holders, Including Indentures
4.1 The specimen certificate representing the Company's
Class A Convertible Common Stock, par value $0.001 per
share, which is attached as Exhibit 4.1 to the IPO
Registration Statement, are incorporated by reference
herein as Exhibit 4.1.
4.2 The specimen certificate representing the Company's
Class B Convertible Common Stock, par value $0.001 per
share, which is attached as Exhibit 4.2 to the IPO
Registration Statement, are incorporated by reference
herein as Exhibit 4.2.
4.3 Section 7.1 of the Company's amended and restated
Certificate of Incorporation, which is incorporated
herein as Exhibit 3.1, is incorporated by reference
herein as Exhibit 4.3.
4.4 Article II of the Company's amended and restated
Bylaws, which is incorporated herein as Exhibit 3.2, is
incorporated by reference herein as Exhibit 4.4.
4.5 Sections 1, 2, 3, 4 of Article III of the Company's
amended and restated Bylaws, which is incorporated
herein as Exhibit 3.2, is incorporated by reference
herein as Exhibit 4.5.
4.6 Article VII of the Company's amended and restated
Bylaws, which is incorporated herein as Exhibit 3.2, is
incorporated by reference herein as Exhibit 4.6.
4.7 Article IX of the Company's amended and restated
Bylaws, which is incorporated herein as Exhibit 3.2, is
incorporated by reference herein as Exhibit 4.7.
4.8 Credit Agreement, dated July 16, 2001, among American
Italian Pasta Company, Financial Institutions, Firstar
Bank, N.A., as Syndication Agent, Bank One, NA, as
Documentation Agent, Credit Agricole Indosuez, Fleet
National Bank, Keybank National Association,
Cooperative Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank Nederland", New York Branch, Wachovia Bank,
N.A., and Wells Fargo Bank, N.A., as Co-Agents, and
Bank of America, N.A., as Administrative Agent, Bank of
America Securities LLC, Sole Lead Arranger and Sole
Book Manager, which is attached as Exhibit 10.4 to the
Company's quarterly report dated August 13, 2001
48
on Form 10-Q (Commission File No. 001-13403), is
incorporated by reference herein as Exhibit 4.8.
4.9 Shareholders Rights Agreement, dated December 3, 1998,
between American Italian Pasta Company and UMB Bank,
N.A. as Rights Agent, which is attached as Exhibit 1 to
the Company's Registration Statement dated December 14,
1998 on Form 8-A12B (Commission File No. 001-13403), is
incorporated by reference herein as Exhibit 4.9.
(10) Material Contracts
10.1 Board of Directors Remuneration Policy, which is
attached as Exhibit 10.1 to the Company's Annual Report
on Form 10-K405 for the fiscal year ended October 2,
1998 (Commission file no. 001-13403), is incorporated
by reference herein as Exhibit 10.1.
10.2 Manufacturing and Distribution Agreement dated as of
April 15, 1997 between Bestfoods International Inc. and
the Company, which is attached as Exhibit 10.2 to the
IPO Registration Statement, is incorporated by
reference herein as Exhibit 10.2.
10.3 Amended and Restated Supply Agreement dated October 29,
1992, as amended July 1, 1997, between the Company and
Sysco Corporation, which is attached as Exhibit 10.3 to
the IPO Registration Statement, is incorporated by
reference herein as Exhibit 10.3.
10.4 N/A
10.5 Employment Agreement between the Company and Timothy S.
Webster effective October 8, 1997, which is attached as
Exhibit 10.4 to the IPO Registration Statement, is
incorporated by reference herein as Exhibit 10.5.
10.6.1 Employment Agreement dated September 30, 1997 between
the Company and Horst W. Schroeder, which is attached
as Exhibit 10.5 to the IPO Registration Statement, is
incorporated by reference herein as Exhibit 10.6.1.
10.6.2 First Amendment to Employment Agreement between the
Registrant and Horst W. Schroeder dated October 1,
1999, which is attached as Exhibit 10.1 to the
Company's Current Report on Form 8-K dated November 17,
1999, is incorporated by reference herein as Exhibit
10.6.2.
10.7.1 Employment Agreement dated September 30, 1997 between
the Company and David E. Watson, which is attached as
Exhibit 10.7 to the IPO Registration Statement, is
incorporated by reference herein as Exhibit 10.7.1.
10.7.2 First Amendment to Employment Agreement between the
Registrant and David E. Watson dated September 30,
1999, which is attached as Exhibit 10.2 to the
Company's Current Report on Form 8-K (Commission File
no. 001-13403), dated November 17, 1999, is
incorporated by reference herein as Exhibit 10.7.2.
10.8.1 N/A
10.8.2 N/A
10.9.1 Employment Agreement dated September 30, 1997 between
the Company and David B. Potter, which is attached as
Exhibit 10.9 to the IPO Registration Statement, is
incorporated by reference herein as Exhibit 10.9.1.
49
10.9.2 First Amendment to Employment Agreement between the
Company and David B. Potter, dated January 21, 1999,
which is attached as Exhibit 10 to the Company's
quarterly report dated January 28, 1999 on Form 10-Q
(Commission File no. 001-13403), is incorporated by
reference herein as Exhibit 10.9.2.
10.9.3 Second Amendment to Employment Agreement between the
Registrant and David B. Potter dated October 27, 1999,
which is attached as Exhibit 10.4 to the Company's
Current Report on Form 8-K (Commission File no.
001-13403), dated November 17, 1999, is incorporated by
reference herein as Exhibit 10.9.3.
10.10 Employment Agreement between the Registrant and Warren
B. Schmidgall dated September 30, 1999, which is
attached as Exhibit 10.5 to the Company's Current
Report on Form 8-K (Commission File no. 001-13403),
dated November 17, 1999, is incorporated by reference
herein as Exhibit 10.10.
10.11 Letter Agreement between the Registrant and HWS &
Associates, Inc. dated October 1, 1999, which is
attached as Exhibit 10.6 to the Company's Current
Report on Form 8-K (Commission File no. 001-13403),
dated November 17, 1999, is incorporated by reference
herein as Exhibit 10.11.
10.12 Employment Agreement between Willard Matthew Duffield,
Jr. and American Italian Pasta Company, effective
February 12, 2001, which is attached as Exhibit 10.1 to
the company's quarterly report dated August 13, 2001 on
Form 10-Q (Commission File No. 001-13403), is
incorporated by reference herein as Exhibit 10.12.
10.13 Employment Agreement between Walter George and
American Italian Pasta Company, effective February 1,
2001.
10.14 American Italian Pasta Company 1992 Stock Option Plan,
which is attached as Exhibit 10.10 to the IPO
Registration Statement, is incorporated by reference
herein as Exhibit 10.14.
10.15 American Italian Pasta Company 1993 Non-Qualified
Stock Option Plan, which is attached as Exhibit 10.11
to the IPO Registration Statement, is incorporated by
reference herein as Exhibit 10.15.
10.16 1996 Salaried Bonus Plan, which is attached as Exhibit
10.13 to the IPO Registration Statement, is
incorporated by reference herein as Exhibit 10.16.
10.17.1 1997 Equity Incentive Plan, which is attached as
Exhibit 10.14 to the IPO Registration Statement, is
incorporated by reference herein as Exhibit 10.17.1.
10.17.2 First amendment to 1997 Equity Incentive Plan, which
is attached as Exhibit 10.1 to the Company's July 31,
1998 Form 10-Q (Commission file no. 001-13403), is
incorporated by reference here in as Exhibit 10.17.2.
10.17.3 American Italian Pasta Company 2000 Equity Incentive
Plan, as amended, which is attached as Exhibit 10.5 to
the Company's quarterly report dated August 13, 2001 on
Form 10-Q (Commission File No. 001-13403), is
incorporated by reference herein as Exhibit 10.17.3.
10.18 Product Supply and Pasta Production Cooperation
Agreement dated May 7, 1998 between the Registrant and
Harvest States Cooperatives which is attached as
Exhibit 10.2 to the Company's July 31, 1998 Form 10-Q
50
Commission file no. 001-13403), is incorporated by
reference herein as Exhibit 10.18.
10.19 Asset Purchase Agreement dated October 4, 2000 by and
between American Italian Pasta Company and Bestfoods
for American Italian Pasta Company to purchaser
Mueller's brand of pasta, which is attached as Exhibit
2.1 to the Company's Current Report dated January 5,
2001 on Form 8-K (Commission File No. 001-13403), is
incorporated by reference herein as Exhibit 10.19.
10.20 Asset Purchase Agreement dated June 1, 2001, by and
among Borden Foods Corporation, BFC Investments, L.P.,
BF Foods International Corporation and American Italian
Pasta Company, which is attached as Exhibit 10.2 to the
Company's quarterly report dated August 13, 2001 on
Form 10-Q (Commission File No. 001-13403), is
incorporated by reference herein as Exhibit 10.20.
10.21 Amendment No. 1, dated July 13, 2001 to Asset Purchase
Agreement, dated June 1, 2001 which is attached as
Exhibit 10.3 to the Company's quarterly report dated
August 13, 2001 on Form 10-Q (Commission File No.
001-13403), is incorporated by reference herein as
Exhibit 10.21.
(11) Statement re computation of per share earnings
Not applicable.
(12) Statements re computation of ratios
Not applicable.
(16) Letter re change in certifying accountant
Not applicable.
(18) Letter re change in accounting principles
Not applicable.
(21) Subsidiaries of the registrant
List of subsidiaries is attached hereto as Exhibit 21.
(23) Consent of Ernst & Young LLP
(24) Power of Attorney
The power of attorney is set forth on the signature
page of this Annual Report.
(99) Additional Exhibits
Not applicable.
51
Exhibit 21
List of Subsidiaries
American Italian Pasta Company
AIPC Wisconsin, Limited Partnership
AIPC Sales Co.
IAPC UK Limited
IAPC Holding UK Limited
IAPC Italia S.r.l.
IAPC BV
IAPC CV
AIPC Finance, Inc.
AIPC South Carolina, Inc.
AIPC Missouri, LLC
52