FORM 10-QQUARTERLY REPORT UNDER SECTION 13 OR 15 (d)OF THE SECURITIES EXCHANGE ACT OF 1934For Quarter Ended December 31, 2002 - Commission File No. 0-17196 MGP INGREDIENTS, INC. (Exact Name of Registrant as Specified in Its Charter)
1300 Main Street, Atchison, Kansas 66002 (Address of Principal Executive Offices and Zip Code) (913) 367-1480 (Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the Registrant (1) has filed all 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 the filing requirements for at least the past 90 days.
X YES NO
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Common stock, no par value7,974,394 shares outstandingas of February 12, 2003
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PART I. FINANCIAL INFORMATION
PART II. OTHER INFORMATION
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Board of Directors and StockholdersMGP Ingredients, Inc.Atchison, Kansas 66002We have reviewed the accompanying condensed consolidated balance sheets of MGP Ingredients, Inc. (f.k.a. Midwest Grain Products, Inc.) as of December 31, 2002 and the related condensed consolidated statements of income for the three-month and six-month periods ended December 31, 2002 and 2001 and the related condensed consolidated statements of cash flows for the six-month periods ended December 31, 2002 and 2001. These financial statements are the responsibility of the Companys management.We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet as of June 30, 2002 and the related consolidated statements of income, retained earnings and cash flows for the year then ended (not presented herein), and in our report dated August 2, 2002, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of June 30, 2002 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Kansas City, MissouriJanuary 29, 2003
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Assets
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Liabilities and Stockholders' Equity
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This section contains forward-looking statements as well as historical information. Forward-looking statements are identified by or are associated with such words as intend, believe, estimate, expect, anticipate, hopeful, should and could and similar expressions. They reflect managements current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results and are not guarantees of future performance. The forward-looking statements are based on many assumptions and factors including those relating to grain prices, energy costs, product pricing, competitive environment and related market conditions, operating efficiencies, access to capital and actions of governments and insurers. Any changes in the assumptions or factors could produce materially different results than those predicted and could impact stock values.
Critical Accounting Policies
Operations
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General
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Ingredients
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Distillery Products
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Sales
Cost of Sales
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Selling, General and Administrative Expenses
Other Operating Income
Other Income
Taxes and Inflation
Net Income
The following table is presented as a measure of the Companys liquidity and financial condition:
The improved cash flow generated from operations was largely the result of the second year installment of the USDA grant received during the first quarter of fiscal 2003.The first installment had been received prior to June 30, 2001. Cash flow provided by operations combined with excess cash from last year was used for equipment additions, reductions in debt, dividends paid to stockholders and treasury stock purchases.
The Company made open market purchases of 110,000 shares of its common stock during the six-month period. These purchases were made to fund the Companys stock option plans and for other corporate purposes. As of December 31, 2002, the Board has authorized the purchase of an additional 1,157,282 shares of the Companys common stock. During the period, 10,500 shares of the treasury stock were sold as employees exercised options under the Companys stock option plans.
At September 30, 2002, in addition to the replacement of the distillery in Atchison destroyed by the explosion, the Company had $2.7 million committed to improvements and replacements of existing equipment. The rebuilding costs for the Atchison distillery should be substantially offset by insurance proceeds.
In connection with the Companys long term loan agreements, it is required, among other covenants, to maintain certain financial ratios, including a current ratio (current assets to current liabilities) of 1.5 to 1, minimum consolidated tangible net worth (stockholders equity less intangible assets) of $84 million, debt to tangible net worth not to exceed 2.5 to 1, and debt service coverage ratio (generally, the ratio of (i) the sum of (a) net income (adjusted to exclude gains or losses from the sale or other disposition of capital assets and other matters) plus (b) provision for taxes plus (c) fixed charges, to (ii) fixed charges) for the period of the four consecutive fiscal quarters ended as of the measurement date of 1.5 to 1. The Companys line of credit agreement contains similar provisions. As of December 31, 2002, the Company was in compliance
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with the financial and other covenants in its loan and line of credit agreements. Because of uncertainty relating to treatment of insurance proceeds, there may be a question in future periods as to the Companys compliance with the debt service coverage ratio covenants. Although it has not discussed this matter with its lenders, because it intends to rebuild its distillery, the Company believes that gain resulting from property damage should be treated as net income for purposes of calculating the debt service coverage ratio and not excluded from the calculation as gain from the sale or other disposition of assets.
The Company produces its products from wheat, corn and milo and, as such, is sensitive to changes in commodity prices. Grain futures and/or options are used as a hedge to protect against fluctuations in the market. The information regarding inventories and futures contracts at June 30, 2002, as presented in the annual report, is not significantly different from December 31, 2002.
(a) Evaluation of disclosure controls and procedures.
(b) Changes in internal controls.
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Reference is made to the Company's Annual Report on Form 10-K for the year ended June 30, 2002 for information regarding certain legal proceedings to which the Company's Illinois subsidiary is subject. The U.S. Environmental Protection Agency ("USEPA"), Region V, has recently begun an enforcement initiative focusing on all ethanol producers in its Midwestern region. Along with all other ethanol producers in the region, the Company's subsidiary, MGP Ingredients of Illinois, Inc.("MGP-Illinois"), was contacted, and it attended a meeting with other ethanol producers where USEPA explained that it believed the ethanol producers had likely violated various provisions of the USEPA air emissions regulations in the past. USEPA explained that rather than initiate enforcement proceedings against individual companies, it would prefer to work with the companies and settle any outstanding issues in a cooperative fashion. Since the meeting, MGP Illinois has been in contact with the Illinois Environmental Protection Agency ("IEPA") regarding the USEPA air emissions initiative and USEPA has issued an information request to MGP Illinois. Based on these discussions, it appears MGP-Illinois may need to make certain modifications to its feed dryer emission controls (which are expected to be the same as the modifications that will be made to resolve the pending IEPA action previously reported in the Company's Annual Report on Form 10-K) and add emission controls to its fuel truck loading operations. The total capital costs to resolve any issues deemed outstanding by USEPA and any potential fines, if any, are unknown at this time.
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Pursuant to the requirements on 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.
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