UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 March 31, 2005.
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)
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KANSAS |
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48-0531200 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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1300 Main Street, Atchison Kansas |
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66002 |
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(Address of principal executive offices) |
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(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
15,993,880 shares outstanding
as of March 31, 2005
INDEX
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 March 31, 2005, and the related condensed consolidated statements of income for the three-month and nine-month periods ended March 31, 2005 and 2004, and cash flows for the nine-month periods ended March 31, 2005 and 2004. 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 June 30, 2004, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
BKD, LLP
Kansas City, Missouri
April 29, 2005
2
MGP Ingredients, Inc.
Condensed Consolidated Balance Sheets (in Thousands)
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March 31, |
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June 30, |
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(Unaudited) |
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Assets |
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Current Assets |
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Cash and cash equivalents |
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$ |
6,569 |
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$ |
6,488 |
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Receivables, net of allowance of $297 at March 31, 2005 and $252 at June 30, 2004 |
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31,922 |
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34,243 |
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Inventories |
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37,933 |
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32,775 |
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Prepaid expenses |
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1,742 |
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828 |
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Deferred income taxes |
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2,090 |
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2,090 |
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Total current assets |
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80,256 |
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76,424 |
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Property and Equipment, at cost |
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308,348 |
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296,377 |
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Less accumulated depreciation |
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197,818 |
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187,280 |
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Total property and equipment, net |
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110,530 |
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109,097 |
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Other |
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Insurance receivable |
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— |
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1,425 |
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Other assets |
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91 |
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91 |
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Total other assets |
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91 |
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1,516 |
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Total assets |
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$ |
190,877 |
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$ |
187,037 |
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See Accompanying Notes to Condensed Consolidated Financial Statements
and Independent Accountants’ Review Report.
3
MGP Ingredients, Inc.
Condensed Consolidated Balance Sheets (in Thousands)
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March 31, |
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June 30, |
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(Unaudited) |
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Liabilities and Stockholders’ Equity |
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Current Liabilities |
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Current maturities of long-term debt |
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$ |
4,687 |
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$ |
3,201 |
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Note payable bank |
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2,000 |
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— |
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Accounts payable |
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11,026 |
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10,576 |
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Accrued expenses |
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4,818 |
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7,815 |
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Deferred income |
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11,356 |
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12,598 |
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Income taxes payable |
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2,416 |
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2,423 |
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Total current liabilities |
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36,303 |
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36,613 |
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Long-term Debt |
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17,399 |
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12,561 |
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Post-Retirement Benefits |
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6,205 |
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5,977 |
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Deferred Income Taxes |
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10,977 |
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13,677 |
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Stockholders’ Equity |
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Capital stock |
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Preferred, 5% cumulative, $10 par value; authorized 1,000 shares; issued and outstanding 437 shares |
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4 |
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4 |
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Common, no par; authorized 40,000,000 shares; issued 19,530,344 shares |
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6,715 |
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6,715 |
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Additional paid-in capital |
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5,341 |
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5,005 |
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Retained earnings |
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124,022 |
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123,181 |
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Accumulated other comprehensive loss - Cash flow hedges |
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(29 |
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(251 |
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136,053 |
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134,654 |
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Treasury stock, at cost |
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Common |
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March 31, 2005 - 3,536,464 shares |
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June 30, 2004 - 3,621,514 shares |
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(16,060 |
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