SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1994 -
Commission File No. 0-17196
MIDWEST GRAIN PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
KANSAS 48-0531200
(State or Other Jurisdiction of IRS Employer
Incorporation or Organization) Identification No.
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
issuer's classes of common stock, as of the latest practicable
date.
Common stock, no par value
9,765,172 shares outstanding
as of November 1, 1994.
INDEX
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Independent Accountants' Review Report 2
Condensed Consolidated Balance Sheets as of
September 30, 1994 and June 30, 1994 3
Condensed Consolidated Statements of Income
for the Three Months Ended
September 30, 1994 and 1993 5
Condensed Consolidated Statements of
Cash Flows for the Three Months Ended
September 30, 1994 and 1993 6
Notes to Condensed Consolidated
Financial Statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and
Results of Operations 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
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Baird, Kurtz & Dobson
Certified Public Accountants
Independent Accountants' Review Report
Board of Directors and Stockholders
Midwest Grain Products, Inc.
Atchison, Kansas 66002
We have reviewed the condensed consolidated balance sheet of
MIDWEST GRAIN PRODUCTS, INC. and subsidiaries as of September 30,
1994, and the related condensed consolidated statements of income
for the three month periods ended September 30, 1994 and 1993,
and the related condensed consolidated statements of cash flows
for the three month periods ended September 30, 1994 and 1993.
These financial statements are the responsibility of the
Company's 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 generally
accepted auditing standards, the consolidated balance sheet as of
June 30, 1994, and the related consolidated statements of income,
stockholders' equity, and cash flows for the year then ended (not
presented herein); and, in our report dated August 11, 1994, 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,
1994, is fairly stated in all material respects in relation to
the consolidated balance sheet from which it has been derived.
/S/Baird, Kurtz & Dobson
BAIRD, KURTZ & DOBSON
Kansas City, Missouri
October 31, 1994
City Center Square, Suite 2700, 1100 Main, 816 221-6300
Kansas City, Missouri 64105 FAX 816 221-6380
With Offices in: Arkansas, Colorado, Kansas, Kentucky, Missouri,
Nebraska, Oklahoma
Member of Moores Rowland International
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MIDWEST GRAIN PRODUCTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
ASSETS
September 30, June 30,
1994 1994
------------- --------
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 2,525 $ 3,832
Short-term investments 339 339
Receivables 23,174 20,457
Notes receivable 814 814
Inventories 10,630 13,229
Prepaid expenses 749 576
Deferred income taxes 876 876
-------- --------
Total Current Assets 39,107 40,123
-------- --------
INVESTMENTS 5,671 14,504
-------- --------
LONG-TERM RECEIVABLES 776 961
-------- --------
PROPERTY AND EQUIPMENT, At cost 190,525 182,446
Less accumulated depreciation 70,654 69,888
-------- --------
119,871 112,558
-------- --------
$165,425 $168,146
======== ========
See Accompanying Notes to Condensed Consolidated
Financial Statements
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MIDWEST GRAIN PRODUCTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
(In Thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, June 30,
1994 1994
------------- --------
(Unaudited)
CURRENT LIABILITIES
Accounts payable $ 6,536 $ 8,551
Accrued expenses 4,739 8,189
Income taxes payable 1,059 1,232
-------- --------
Total Current Liabilities 12,334 17,972
-------- --------
LONG-TERM DEBT 25,000 25,000
-------- --------
POST-RETIREMENT BENEFITS 5,206 5,045
-------- --------
DEFERRED INCOME TAXES 5,956 5,956
-------- --------
STOCKHOLDERS' EQUITY
Capital stock
Preferred, 5% noncumulative,
$10 par value; authorized
1,000 shares; issued and
outstanding 437 shares 4 4
Common, no par; authorized
20,000,000 shares; issued
9,765,172 shares 6,715 6,715
Additional paid-in capital 2,485 2,485
Retained earnings 107,725 104,969
--------- --------
116,929 114,173
--------- --------
$165,425 $168,146
======== ========
See Accompanying Notes to Condensed Consolidated
Financial Statements
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MIDWEST GRAIN PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
(Unaudited)
1994 1993
--------- ---------
(in thousands, except
per share amounts)
NET SALES $45,984 $39,162
COST OF SALES 38,334 34,585
------- -------
GROSS PROFIT 7,650 4,577
SELLING, GENERAL AND ADMINIS-
TRATIVE EXPENSES 3,429 2,831
------- -------
4,221 1,746
OTHER OPERATING INCOME (LOSS) 4 (106)
------- -------
INCOME FROM OPERATIONS 4,225 1,640
OTHER INCOME 407 108
------- -------
INCOME BEFORE INCOME TAXES 4,632 1,748
PROVISION FOR INCOME TAXES 1,876 655
------- -------
NET INCOME $ 2,756 $ 1,093
======= =======
EARNINGS PER COMMON SHARE $.28 $.11
==== ====
See Accompanying Notes to Condensed Consolidated
Financial Statements
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MIDWEST GRAIN PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
(Unaudited)
1994 1993
-------- --------
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,756 $ 1,093
Items not requiring (providing) cash:
Depreciation 1,732 1,540
Gain on sale of equipment (49)
Deferred income taxes 189
Changes in:
Accounts receivable (2,717) (84)
Inventories 2,599 1,358
Prepaid expenses (173) (47)
Accounts payable (1,474) 1,150
Accrued expenses (2,068) (1,652)
Income taxes payable (173) 65
------- --------
Net cash provided by
operating activities 433 3,612
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment (9,602) (11,444)
Proceeds from sale of equipment 65
Sale (purchase) of short-term investments 8,883 (21,585)
Payment received on note for sale of plant 135 4
------- -------
Net cash used in
investing activities (519) (33,025)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of
long-term debt 25,000
Dividends paid (1,221) (1,221)
------- --------
Net cash provided by (used in)
financing activities (1,221) 23,779
------- --------
DECREASE IN CASH AND
CASH EQUIVALENTS (1,307) (5,634)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 3,832 20,074
-------- --------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 2,525 $ 14,440
======= ========
See Accompanying Notes to Condensed Consolidated
Financial Statements
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MIDWEST GRAIN PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 1994
(Unaudited)
NOTE 1: GENERAL
In the opinion of management, the accompanying unaudited
condensed financial statements contain all adjustments necessary
to present fairly the Company's condensed consolidated financial
position as of September 30, 1994, and the condensed consolidated
results of its operations and its cash flows for the periods
ended September 30, 1994 and 1993, and are of a normal recurring
nature.
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MIDWEST GRAIN PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1994
RESULTS OF OPERATIONS
Results of operations for the first quarter of fiscal 1995 showed
a marked increase over results for the prior year's flood-plagued
first quarter. This was accomplished despite lower efficiencies
associated with the start-up of new distillery equipment at the
Company's Pekin, Illinois plant, increased foreign competition
and higher per bushel costs for grain used in production.
Although marketing opportunities for the Company's wheat gluten
were constricted by a swell in imports from Europe, gluten unit
sales underwent a modest increase compared to the first quarter
of fiscal 1994. To achieve this increase, the Company remained
competitive despite being squeezed by higher wheat costs.
Premium wheat starch volume increased more substantially,
principally as the result of steadily rising demand for the
Company's modified wheat starches in special market niches. An
increase was also experienced in unit sales of alcohol products,
consisting of food grade alcohol for beverage, industrial and
commercial applications, and fuel grade alcohol which is sold as
an octane additive commonly known as ethanol. The increase
resulted from strengthened demand in the beverage market and a
slight rise in demand in the fuel category. The Company feels
that opportunities to market additional alcohol from its
distillery expansion in Pekin remains strong. When completed in
January 1995, this expansion is expected to double the Company's
total alcohol production capacity. It also is allowing the
Company to proceed with additional construction at the Pekin
facility which is expected to result in a 70% increase in total
wheat starch capacity and a 40% increase in total wheat gluten
capacity by the Spring of 1995.
Grain products sales for the first quarter of fiscal 1995
increased by approximately $6.8 million, or 17.4% over sales
achieved during the first quarter of the preceding year. This
was principally due to increased volume sales of all of the
Company's principal products. Sales of vital wheat gluten rose
by 20%, mainly as the result of slightly higher volume sales and
stronger demand compared to a year ago. Premium wheat starch
sales increased by approximately 21% as demand for the Company's
modified starch varieties grew. Sales of alcohol products
climbed approximately 14% above the prior year's first quarter
level. This increase resulted chiefly from strengthened demand
for food grade alcohol for beverage applications and a slight
surge in demand for fuel grade alcohol. Sales of distillers
feeds, a by-product of the alcohol production process, rose
approximately 17% due to increased volumes resulting from the
distillation of larger amounts of alcohol. Fluctuations in
selling prices of the Company's vital wheat gluten generally are
due to fluctuations in grain costs and competition. Wheat starch
prices traditionally track corn starch prices, with the exception
of the Company's specialty modified starches. Fuel alcohol
prices traditionally follow the movement of gasoline prices.
Prices for food grade alcohol for beverage applications normally
follow the movement of corn prices, while prices for food grade
alcohol for industrial and commercial applications are normally
consistent with prices for industrial alcohol derived from
synthetic products such as petroleum.
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MIDWEST GRAIN PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
THREE MONTHS ENDED SEPTEMBER 30, 1994
Increases in cost of sales due primarily to raw material cost and
labor increases were caused by volume increases. Higher costs
for chemicals and additives resulted from increased production of
modified wheat starches. Finally, the Pekin plant is
experiencing normal lower production efficiencies from the start-
up of new equipment.
Selling, general and administrative expenses in the first quarter
of fiscal 1995 increased by almost $600,000 over expenses in the
prior year's first quarter. Management bonuses increased by over
$200,000. The management bonus program is designed to recognize
the accomplishment of specific, pre-established Company goals.
Commissions also increased by over $200,000 due to increased
sales subject to commissions. The remainder of the increase was
experienced generally throughout the expenses categories.
The consolidated effective income tax rate increased as a result
of increased federal and state tax rates.
The general effects of inflation were minimal.
As a result of the foregoing factors, the Company realized net
income of $2,756,000 in the first quarter of fiscal 1995 compared
to $1,093,000 in the first quarter of fiscal 1994.
Effective March 18, 1994, the Environmental Protection Agency
("EPA") adopted final rules under the Amended Clean Air Act of
1990 requiring that gasoline sold in certain areas of the Country
after 1994 be reformulated to reduce vehicle emissions of toxic
and ozone-forming compounds (the "RFG Rule"). Included in that
Act and the Rule are requirements that the reformulated gasoline
("RFG") contain at least 2% oxygen by weight and that emissions
of ozone-forming volatile organic compounds ("VOCs") be reduced
to certain specified levels. RFG is required to be sold in nine
of the smoggiest metropolitan areas in the United States.
Although the addition of ethanol to gasoline will enable the
gasoline formulation to satisfy the 2% oxygen requirement, its
addition is expected to make it more difficult for the
formulation to satisfy the VOC requirements during the summer
months. This may encourage refiners and blenders to use
alternative petroleum based oxygenates in the RFG program, at
least during the summer months.
Due, among other things, to the EPA's desire to permit the RFG
program to reduce the United States' reliance on nonrenewable
fossil fuels and to reduce the emission of greenhouse gasses,
effective September 1, 1994, the EPA adopted additional
regulations which generally require that "renewable oxygenates"
such as ethanol be used in RFG to satisfy 15% of the required
oxygen content from December 1, 1994 through December 31, 1995,
and 30% for each calendar year thereafter (the "Renewable
Oxygenate Rule" or "ROR"). Subsequently, two groups representing
the petroleum industry filed suit against the EPA seeking to have
the ROR set aside on the grounds that the EPA lacked the legal
authority necessary to issue the Rule. On September 13, 1994,
the U.S. Court of Appeals for the District of Columbia Circuit
issued an order staying implementation of the Rule in order to
permit the parties and other interested parties time to brief and
orally argue the issues raised in the suit.
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MIDWEST GRAIN PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
THREE MONTHS ENDED SEPTEMBER 30, 1994
Although the Court set an expedited schedule that requires that
final briefs be submitted by January 12, 1995, it is uncertain as
to when or if the stay will be lifted.
The preambles to the RFG Rule and the ROR indicate a belief by
the EPA that the RFG Rule will increase demand for ethanol and
that the ROR will further increase that demand. Accordingly, the
Company believes that the RFG Rule, whether or not the ROR is
implemented, will likely increase to some extent the demand for
ethanol and that we will continue to have opportunities to market
additional fuel alcohol from the distillery expansion currently
under construction. In either case, the Company's total ethanol
production is expected to be a relatively small part of a very
large fuel ethanol market.
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MIDWEST GRAIN PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
THREE MONTHS ENDED SEPTEMBER 30, 1994
LIQUIDITY AND CAPITAL RESOURCES
The following table is presented as a measure of the Company's
liquidity and financial condition:
September 30, June 30,
1994 1994
------------- --------
(in thousands)
Cash, cash equivalents and
short-term investments $ 2,864 $ 4,171
Long-term liquid investments 5,671 14,504
Long-term debt 25,000 25,000
Working capital 26,773 22,151
While the Company's working capital position improved during the
first quarter, expenditures for the Pekin plant expansion, which
totaled $9.6 million, reduced investments held for this purpose.
Although short-term liquidity was adversely affected by increased
receivables resulting from increased sales volumes, normal high
grain purchasing requirements were delayed due to a late milo
harvest.
At September 30, 1994, the Company has amounts remaining to spend
under capital improvements projects totaling approximately $23.8
million. As previously discussed, the distillery project at
Pekin is proceeding on schedule toward a January 1995 completion.
Additionally, the gluten expansion and new wheat starch
facilities at Pekin are expected to come on line at the end of
March 1995, which will increase gluten and starch capacities by
40% and 70%, respectively. Capital improvement projects in
Atchison include expansions of the flour mill, wheat starch
capacity and wastewater treatment plant.
The Company also has lines of credit totalling $25 million on
which there were no borrowings at September 30, 1994.
Midwest Grain Products believes the above borrowings, existing
working capital and working capital
generated from future operations will allow it to accomplish its
plant expansion and expanded working capital needs.
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MIDWEST GRAIN PRODUCTS, INC.
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(15) Letter from independent public accountants
pursuant to paragraph (d) of Rule 10-01 of Regulation S-X
(incorporated by reference to Independent Accountants Review
Report at page 2 hereof).
(20) Report to Stockholders for the three
months ended September 30, 1994 (without financial statements).
(27) Financial Data Schedule for the quarter
ended September 30, 1994.
(b) Reports on Form 8-K
The Company has filed no reports on Form 8-K
during the quarter ended September 30, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
MIDWEST GRAIN PRODUCTS, INC.
November 10, 1994 /s/ Cloud L. Cray, Jr.
_____________________ By___________________________
Date Cloud L. Cray, Jr.
Chairman of the Board
November 10, 1994 /s/ Robert G. Booe
_____________________ By___________________________
Date Robert G. Booe, Vice President
and Chief Financial Officer
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