Washington, D.C.  20549

 

FORM 10-Q

 

(Mark One)

 

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2004.

 

or

 

o 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: 0-17196

 

MGP INGREDIENTS, INC.

(Exact name of registrant as specified in its charter)

 

KANSAS		48-0531200
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1300 Main Street, Atchison Kansas		66002
(Address of principal executive offices)		(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 such filing requirements for the past 90 days.  ý  Yes  o  No

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  ý  Yes  o  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
15,981,030 shares outstanding
as of September 30, 2004

 

 

INDEX

 

PART I. FINANCIAL INFORMATION
	Item 1.		Financial Statements
		Independent Accountants’ Review Report
		Condensed Consolidated Balance Sheets as of
		September 30, 2004 and June 30, 2004
		Condensed Consolidated Statements of Income for
		the Three Months Ended September 30, 2004 and 2003
		Condensed Consolidated Statements of Cash Flows for
		the Three Months Ended September 30, 2004 and 2003
		Notes to Condensed Consolidated Financial Statements
	Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3.		Quantitative and Qualitative Disclosures About Market Risk
	Item 4.		Controls and Procedures
PART II. OTHER INFORMATION
	Item 1.		Legal Proceedings
	Item 2		Unregistered Sales of Equity Securities and Use of Proceeds.
	Item 3.		Defaults upon Senior Securities
	Item 4.		Submission of Matters to a Vote of Security Holders
	Item 5.		Other Information
	Item 6.		Exhibits

 

 

Report of Independent Registered Public Accounting Firm

 

 

Audit Committee, Board of Directors and Stockholders

MGP Ingredients, Inc.

Atchison, Kansas

 

 

We have reviewed the accompanying condensed consolidated balance sheet of MGP Ingredients, Inc. as of September 30, 2004 and the related condensed consolidated statements of income and cash flows for the three-month periods ended September 30, 2004 and 2003.  These interim financial statements are the responsibility of the Company’s management.

 

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States).  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 the standards of the Public Company Accounting Oversight Board, 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 accounting principles generally accepted in the United States of America.

 

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of June 30, 2004 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 July 30, 2004, 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 September 30, 2004 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

 

	/s/ BKD, LLP
Kansas City, Missouri
November 2, 2004

 

 

MGP Ingredients, Inc.

 

Condensed Consolidated Balance Sheets (in thousands)

 

Assets		September 30, 2004			June 30, 2004
		(Unaudited)
Current Assets
Cash and cash equivalents		$	4,771		$	6,488
Receivables, net of allowance of $252 at September 30, 2004 and June 30, 2004		31,907			34,243
Inventories		39,172			32,775
Prepaid expenses		3,081			828
Deferred income taxes		2,090			2,090
Income taxes receivable		—			—
Total current assets		81,021			76,424
Property and Equipment, at cost		300,571			296,377
Less accumulated depreciation		190,464			187,280
Total property and equipment, net		110,107			109,097
Other
Insurance receivable		1,425			1,425
Other assets		91			91
Total other assets		1,516			1,516
Total assets		$	192,644		$	187,037

 

See Accompanying Notes to Condensed Consolidated Financial Statements and Independent Accountants’ Review Report

 

2

 

MGP Ingredients, Inc.

 

Condensed Consolidated Balance Sheets (in thousands)

 

Liabilities and Stockholders’ Equity		September 30, 2004			June 30, 2004
		(Unaudited)
Current Liabilities
Current maturities of long-term debt and note payable		$	10,382		$	3,201
Accounts payable		8,655			10,576
Accrued expenses		5,395			7,815
Deferred income		12,183			12,598
Income taxes payable		2,129			2,423
Total current liabilities		38,744			36,613
Long-term Debt		18,821			12,561
Post-Retirement Benefits		5,985			5,977
Deferred Income Taxes		12,777			13,677
Stockholders’ Equity
Capital stock
Preferred, 5% cumulative, $10 par value; authorized 1,000 shares; issued and outstanding 437 shares		4			4
Common, no par; authorized 20,000,000 shares; issued 19,530,344 shares		6,715			6,715
Additional paid-in capital		5,239			5,005
Retained earnings		121