MIDWEST GRAIN PRODUCTS INC
10-Q, 1997-05-15
GRAIN MILL PRODUCTS
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<PAGE>
                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 March 31, 1997
                  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 May 1, 1997.





<PAGE>










                               INDEX


                                                              Page

PART I.  FINANCIAL INFORMATION

     Item 1.    Financial Statements

          Independent Accountants' Review Report                2

          Condensed Consolidated Balance Sheets as of
          March 31, 1997 and June 30, 1996                      3

          Condensed Consolidated Statements of Operations
          for the Three Months and Nine Months Ended
          December 31, 1997 and 1996                            5

          Condensed Consolidated Statements of Cash Flows for
          the Nine Months Ended March 31, 1997 and 1996         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 1.   Legal Proceedings                               11

     Item 6.   Exhibits and Reports on Form 8-K                11

















<PAGE>



{LOGO}

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 March 31, 1997, and the related condensed
consolidated statements of operations for the three month and nine month periods
ended March 31, 1997 and 1996, and the related condensed consolidated statements
of cash flows for the nine month  periods  ended March 31, 1997 and 1996.  These
financial statements are the responsibility of the Company's management.

     We conducted  our reviews in  accordance  with  Statements on Standards for
Accounting  and Review  Services  issued 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, 1996, 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 9, 1996,
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, 1996, is fairly stated in all material
respects in relation to the  consolidated  balance  sheet from which it has been
derived.

                               S/BAIRD, KURTZ & DOBSON
Kansas City, Missouri         BAIRD, KURTZ & DOBSON
April 23, 1997

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

                                      -2-

<PAGE>



                   MIDWEST GRAIN PRODUCTS, INC.

              CONDENSED CONSOLIDATED BALANCE SHEETS

                         (In Thousands)


                            ASSETS



                                          March 31,      June 30,
                                            1997           1996
                                         ----------      --------
                                         (Unaudited)
CURRENT ASSETS
   Cash and cash equivalents                $  2,891      $  3,759
   Receivables                                23,187        18,365
   Inventories                                24,781        19,913
   Prepaid expenses                            1,226           573
   Deferred income taxes                       1,531         1,531
   Income taxes receivable                                   3,063
                                            --------       -------
          Total Current Assets                53,616        47,204
                                            --------       -------


PROPERTY AND EQUIPMENT, At cost              212,511       210,304
   Less accumulated depreciation              95,588        85,155
                                            --------      --------
                                             116,923       125,149
                                            --------        ------


OTHER ASSETS                                     432           432
                                            --------      --------

                                            $170,971      $172,785
                                            ========      ========














See Accompanying Note to Condensed Consolidated Financial
   Statements and Independent Accountants' Review Report

                                      -3-
<PAGE>



                   MIDWEST GRAIN PRODUCTS, INC.

        CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

                         (In Thousands)


              LIABILITIES AND STOCKHOLDERS' EQUITY



                                            March 31,      June 30,
                                            1997           1996
                                         -------------     --------
                                        (Unaudited)

CURRENT LIABILITIES
   Notes payable                             $ 3,000
   Accounts payable                            7,688   $    6,416
   Accrued expenses                            3,675        3,675
   Income taxes payable                          850
                                            --------    ---------
          Total Current Liabilities           15,213       10,091
                                            --------    ---------

LONG-TERM DEBT                                32,933       40,933
                                            --------    ---------

POST-RETIREMENT BENEFITS                       6,147        5,945
                                            --------    ---------

DEFERRED INCOME TAXES                          6,594        6,594
                                            --------    ---------

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                         100,880      100,018
                                           ---------     --------
          Total Stockholders' Equity         110,084      109,222
                                           ---------     --------

                                            $170,971     $172,785
                                            ========     ========

See Accompanying Note to Condensed Consolidated Financial
   Statements and Independent Accountants' Review Report

                                      -4-
<PAGE>



                   MIDWEST GRAIN PRODUCTS, INC.

           CONDENSED CONSOLIDATED STATEMENTS OF INCOME

         THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 1997
                           AND 1996

                          (Unaudited)



                              Three Months        Nine Months
                            1996      1995       1996      1995
                            -----     ----       ----      ----
                          (in thousands, except per share amounts)



NET SALES                  $54,449   $53,871  $162,871  $156,782

COST OF SALES               51,975    52,567   153,445   152,796
                           -------    ------   -------   -------
GROSS PROFIT                 2,474     1,304     9,426     3,986

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES     2,102     2,012     6,644     6,852
                           -------   -------   -------   -------
                               372      (708)    2,782    (2,866)

OTHER OPERATING INCOME         100        34       317        87
                            ------    ------   -------   -------
INCOME (LOSS) FROM
 OPERATIONS                    472      (674)    3,099    (2,779)

OTHER INCOME (LOSS)
  Interest                    (611)     (706)   (2,015)   (2,198)
  Other                        145       701       339       692
                            ------    ------    ------   -------
INCOME (LOSS) BEFORE
 INCOME TAXES                    6      (679)    1,423    (4,285)

PROVISION (CREDIT) FOR
 INCOME TAXES                    3      (269)      561    (1,693)
                           -------    ------   -------   -------
NET INCOME (LOSS)          $     3   $  (410)  $   862   $(2,592)
                           =======   =======   =======   =======
EARNINGS (LOSS) PER
 COMMON SHARE                 $.00     $(.04)     $.09     $(.27)
                              ====     =====      ====     =====


See Accompanying Note to Condensed Consolidated Financial
   Statements and Independent Accountants' Review Report

                                      -5-
<PAGE>



                   MIDWEST GRAIN PRODUCTS, INC.

         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

            NINE MONTHS ENDED MARCH 31, 1997 AND 1996
                          (Unaudited)

                                               1997        1996
                                              --------    ------
                                 (in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                          $    862   $(2,592)
   Items not requiring (providing) cash:
      Depreciation                              10,520    10,244
      Gain on sale of assets                       (17)      (30)
   Changes in:
      Accounts receivable                       (4,822)   (2,429)
      Inventories                               (4,868)   (2,424)
      Prepaid expenses                            (653)
      Other assets                                          (239)
      Accounts payable                           1,261       891
      Accrued expenses                             202      (699)
      Income taxes payable                       3,913       557
                                               -------  --------
          Net cash provided by operating
            activities                           6,398     3,279
                                               -------  --------
CASH FLOWS FROM INVESTING ACTIVITIES
   Additions to property and equipment          (2,355)   (4,699)
   Proceeds from sale of equipment                  89        69
   Payment received on note for sale of plant                919
                                               -------   -------
          Net cash used in investing
            activities                          (2,266)   (3,711)
                                               -------   -------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net advances on notes payable                 3,000     6,000
   Net principal payments on long-term debt     (8,000)   (3,975)
   Dividends paid                                         (1,221)
                                               -------   -------
          Net cash provided by (used in)
             financing activities               (5,000)      804
                                               -------   -------
INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                               (868)      372

CASH AND CASH EQUIVALENTS,
   BEGINNING OF PERIOD                           3,759       460
                                              --------   -------

CASH AND CASH EQUIVALENTS,
   END OF PERIOD                               $ 2,891  $    832
                                               =======  ========
See Accompanying Note to Condensed Consolidated Financial
   Statements and Independent Accountants' Review Report

                                      -6-
<PAGE>



                   MIDWEST GRAIN PRODUCTS, INC.

      NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

            NINE MONTHS ENDED MARCH 31, 1997 AND 1996

                          (Unaudited)




NOTE 1:  GENERAL

         In the opinion of  management,  the  accompanying  unaudited  condensed
consolidated  financial statements contain all adjustments  necessary to present
fairly the Company's condensed  consolidated  financial position as of March 31,
1997,  and the condensed  consolidated  results of its  operations  and its cash
flows  for the  periods  ended  March  31,  1997 and  1996,  and are of a normal
recurring nature.

































See Independent Accountants' Review Report

                                      -7-
<PAGE>



                   MIDWEST GRAIN PRODUCTS, INC.

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                 NINE MONTHS ENDED MARCH 31, 1997



RESULTS OF OPERATIONS

General
- -------

The  Company's  net income of $3,000 in the third  quarter of fiscal  1997 was a
noticeable improvement over the prior year's third quarter net loss of $410,000.
A greater  improvement  was  prevented  by the  intensification  of  competitive
pressures in the Company's  vital wheat gluten and food grade  alcohol  markets,
and higher than normal energy  costs.  The  increased  energy  costs,  which the
Company began  experiencing  midway through the second quarter,  resulted from a
significant  jump in natural gas prices due to periods of extreme  cold  weather
throughout  much of the U.S.  Since early March,  those prices have  returned to
more normal levels,  allowing the Company to realize  improved  production  cost
efficiencies.

Conditions  in the wheat  gluten  market were  adversely  affected by  increased
competition  from the European Union (E.U.),  whose exports of  cross-subsidized
gluten to the U.S. have continued at record levels. As a result, the Company was
unable to adjust the selling  price of its gluten enough to  effectively  offset
third quarter production costs.  Previously announced  consultations between the
U.S.  and E.U. to negotiate a mutually  acceptable  solution to this problem are
still pending. Also pending are the results of a Section 301 investigation which
was  recently  initiated  by the  Office  of the U.S.  Trade  Representative  in
response to a petition  filed by the Wheat Gluten  Industry  Council of the U.S.
The  investigation  targets  certain E.U. wheat  starch/gluten  subsidies.  When
completed,  the results will be forwarded to an international panel of the World
Trade  Organization for a determination as to the extent to which any corrective
measures  might be taken.  The Wheat Gluten  council,  of which the Company is a
member, is prepared to seek additional legal action should a satisfactory remedy
not materialize.  In the meantime,  efforts by the Company to develop  specialty
wheat  gluten  products  for niche  markets  continue to garner  increased,  but
gradual, interest.

While  conditions in the Company's  alcohol  markets  generally  remain healthy,
prices for food grade alcohol for beverage and industrial  applications declined
in the third  quarter due mainly to increased  competition  from the start-up of
new distillation capacities throughout the industry.  Increased supplies of fuel
grade alcohol caused a reduction in selling prices in that market as well.






<PAGE>


                   MIDWEST GRAIN PRODUCTS, INC.

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

                NINE MONTHS ENDED MARCH 31, 1997



Demand for the Company's premium wheat starch remains strong and should continue
to result in  increased  utilization  of  capacity  at  Midwest  Grain's  Pekin,
Illinois  plant,  where a new starch  production  facility was  completed in the
first quarter of fiscal 1996.

With a continued  normalization of energy costs,  consistently lower grain costs
and improved  production  efficiencies,  the Company  expects to strengthen  its
competitive  abilities and improve profitability in the fourth quarter of fiscal
1997.

Sales
- -----

Net sales in the third quarter of fiscal 1997 were approximately $578,000 higher

See Independent Accountants' Review Report

                                      -8-

than  sales in the  third  quarter  of fiscal  1996.  The  increase  principally
resulted from  increased  sales of fuel grade alcohol due to a 67% rise in units
sold.  Sales of beverage  alcohol  decreased  26% in this year's  third  quarter
compared  to the same  period the prior  year as the  result of reduced  selling
prices and units sold.  Sales of food grade alcohol for industrial  applications
fell 13% due to a decline in production  volume.  Sales of distillers'  feeds, a
by-product of the alcohol  production  process,  rose  approximately 15%, due to
slightly  improved selling prices and a 13% increase in units sold. Wheat gluten
sales were  approximately  even with sales in the third  quarter of fiscal  1996
despite a moderate increase in unit output. Selling prices for this product fell
substantially  in the face of extreme  competitive  pressures  from the European
Union.  Sales of wheat starch increased 5% as the result of higher volumes.  Net
sales  for the first  nine  months of fiscal  1997  increased  by  approximately
$6,089,000  over sales for the first nine months of fiscal  1996.  The  increase
occurred principally in the first quarter as the result of higher sales of wheat
starch,  food  grade  industrial   alcohol,   fuel  grade  alcohol  and  alcohol
by-products compared to the prior year's first quarter.

Cost of Sales
- -------------

The cost of sales in the third quarter of fiscal 1997 decreased by slightly more
than $592,000 compared to the cost of sales in the third quarter of fiscal 1996.
This  occurred  primarily  as the  result  of a $3.6  million  reduction  in raw
material costs for grain.  This decrease was partially  offset by an increase of
approximately  $1.3  million in energy  costs,  due mainly to higher  prices for
natural gas, and an increase of almost $900,000 in maintenance and repair costs.
The cost of sales for the first nine months of
<PAGE>



                   MIDWEST GRAIN PRODUCTS, INC.

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

                NINE MONTHS ENDED MARCH 31, 1997



fiscal 1997  increased by nearly  $649,000  above the cost of sales in the first
nine months of fiscal 1996.  Raw material cost decreases in the second and third
quarter offset most of a $5.0 million increase in raw material costs experienced
in  the  first  quarter.  Increased  energy  costs  for  the  nine  months  were
experienced during the second and third quarters.

Selling, General and Administrative Expenses
- --------------------------------------------

Selling, general and administrative expenses in the third quarter of fiscal 1997
were approximately even with selling, general and administrative expenses in the
third  quarter of fiscal 1996.  For the first nine months of fiscal 1997,  these
costs decreased by approximately  $208,000  compared to the first nine months of
fiscal 1996. This decrease was spread through most expense categories as part of
the Company's cash management.

The consolidated effective income tax rate is consistent for all periods.

The general effects of inflation were minimal.

Net Income
- ----------

As the result of the foregoing factors,  the Company experienced a net income of
$3,000 in the third quarter of fiscal 1997 compared to a net loss of $410,000 in
the third  quarter of fiscal 1996.  The  Company's net income for the first nine
months of fiscal 1997 was $862,000, compared to a net loss of $2,592,000 for the
first nine months of fiscal 1996.














See Independent Accountants' Review Report

                                      -9-
<PAGE>
                   MIDWEST GRAIN PRODUCTS, INC.

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

                 NINE MONTHS ENDED MARCH 31, 1997

LIQUIDITY AND CAPITAL RESOURCES

The  following  table is presented as a measure of the  Company's  liquidity and
financial condition:

                                         March 31,      June 30,
                                            1997          1996
                                         ---------      --------
                                             (in thousands)

 Cash and cash equivalents               $  2,891      $  3,759
 Working capital                           38,403        37,113
 Amounts available under lines of credit   24,000        18,600
 Note payable and long-term debt           35,933        40,933
 Stockholders' equity                     110,084       109,222

The Company  continues  to  generate  positive  cash flows,  improve its working
capital  position  and  maintain a  relatively  low  debt-to-equity  ratio.  The
measures  instituted  during the last  fiscal  year,  including  stringent  cost
reductions,  suspension of quarterly cash dividends to stockholders  and changes
in production,  purchasing and marketing strategies,  remain in effect. Improved
operations  offset by increased  levels of inventories and receivables  produced
the cash flow necessary to reduce borrowings by $5,000,000 during the first nine
months of the fiscal year.

At March 31, 1997, the Company had $2.0 million  committed to  improvements  and
replacements of existing equipment.  This amount includes $800,000 in feed dryer
equipment to reduce  emissions at the Pekin plant.  For  additional  information
regarding this matter, refer to Part II, Item 1, relating to legal proceedings.

Management  believes  that the  strategies  which  continue  to be  implemented,
together  with the  Company's  strong  working  capital and  available  lines of
credit, position it to take advantage of a return to more favorable conditions.

FORWARD LOOKING INFORMATION

Readers  are  cautioned  that in  addition to  historical  information  included
herein,  this Report also includes  forward-looking  statements and  information
that are based on  management's  beliefs as well as on  assumptions  made by and
information  currently  available to management.  When used in this Report,  the
words  "anticipate,"  "intend,"  "plan,"  "believe,"  "estimate,"  "expect"  and
similar expressions are intended to identify  forward-looking  statements.  Such
statements are not guarantees of future  performance  and involve certain risks,
uncertainties and assumptions which could cause the Company's future results and
stockholder   values  to  differ   materially   from  those  expressed  in  such
forward-looking statements.


See Independent Accountant Review Report

                                      -10-
<PAGE>
                            PART II
                        OTHER INFORMATION

Item 1. Legal Proceedings

         On April 13, 1997, an  administrative  proceeding was filed against the
Company's  Illinois  subsidiary before the Illinois Pollution Control Board (the
"Board"),   by  the  Illinois   Attorney  General  on  behalf  of  the  Illinois
Environmental  Protection Agency (the "Agency").  The proceeding  relates to the
Company's  installation  and  operation  of two feed  dryers at its  facility in
Pekin,  Illinois.  The Complaint  alleges that the dryers exceed the particulate
emission  limitations  specified in the construction permits for the units; that
the dryers are being operated  without  operating  permits;  and that the dryers
were  constructed  without  a  Prevention  of  Significant  Deterioration  (PSD)
construction  permit setting forth a best available control technology  ("BACT")
emission  limitation.  The Complaint seeks a Board order ordering the Company to
cease and desist from  violations of the Illinois  Environmental  Protection Act
and associated  regulations,  assessing a civil penalty,  and awarding the state
its attorneys fees.

         The  Company  has  filed an Answer  before  the  Board  admitting  that
compliance  tests have shown  particulate  emissions in excess of the limits set
forth in the  construction  permits,  but denying the  remainder  of the State's
claims.  Since the time  operational  problems were  discovered with the dryers'
pollution  control  equipment,  the Company has been  conferring and negotiating
with the  Agency on the  issues  involved  in the  Complaint.  The  Company  has
submitted an application to the Agency for construction of new pollution control
equipment for the dryers, at an estimated cost of approximately  $800,000. It is
anticipated that the new equipment will bring emissions into compliance with all
applicable limitations.

         Proceedings under the Complaint are being held in abeyance by agreement
of the parties pending completion of the Company's compliance  activities.  Once
compliance has been achieved,  the Company anticipates  negotiating a settlement
of the  remainder  of the  State's  claims.  Based  on the  circumstances  and a
preliminary  review of  decisions  by the Board in air  pollution  matters,  the
Company  does not  believe  that any such  settlement  will be  material  to the
business or financial condition of the Company.

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) Letter Report to  Stockholders  for the three months ended  December
            31, 1996.
  
       (27) Financial data schedule

   (b) Reports on Form 8-K

       The  Company  has filed no reports on Form 8-K during the  quarter  ended
     March 31, 1997.

                                      -11-
<PAGE>

                             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.

    5-13-97                        s/Ladd M. Seaberg
- ------------------------      By---------------------------------
          Date                   Ladd M. Seaberg
                                 President and Chief Executive
                                    Officer

    5-13-97                        s/Robert G. Booe
- ------------------------      By---------------------------------
          Date                   Robert G. Booe, Vice President
                                 and Chief Financial Officer
























See Independent Accountants' Review Report

                                      -12-

<PAGE>




                              EXHIBIT INDEX


      Exhibit
      Number                 Description

         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) Letter Report to  Stockholders  for the three months ended  December
            31, 1996.

       (27) Financial data schedule


                                      -13-



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
                              EXHIBIT 27
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MIDWEST
GRAIN PRODUCTS,  INC. CONSOLIDATED  STATEMENT OF INCOME FOR THE NINE MONTHS
ENDED DECEMBER 31, 1996 AND CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31,
1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000835011
<NAME> MIDWEST GRAIN PRODUCTS, INC.
<MULTIPLIER> 1,000
<PERIOD-TYPE>                              9-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-START>                              JUL-1-1996
<PERIOD-END>                               MAR-31-1997
<CASH>                                           2,891
<SECURITIES>                                         0
<RECEIVABLES>                                   23,187
<ALLOWANCES>                                         0
<INVENTORY>                                     24,781
<CURRENT-ASSETS>                                53,616
<PP&E>                                         212,511
<DEPRECIATION>                                  95,588
<TOTAL-ASSETS>                                 170,971
<CURRENT-LIABILITIES>                           15,213
<BONDS>                                         32,933
                                0
                                          4
<COMMON>                                         6,715
<OTHER-SE>                                     103,365<F1>
<TOTAL-LIABILITY-AND-EQUITY>                   170,971
<SALES>                                        162,871
<TOTAL-REVENUES>                               162,871
<CGS>                                          153,445
<TOTAL-COSTS>                                  160,089<F2>
<OTHER-EXPENSES>                                   339
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              (2,015)
<INCOME-PRETAX>                                  1,423
<INCOME-TAX>                                       561
<INCOME-CONTINUING>                                862
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       862
<EPS-PRIMARY>                                      .09
<EPS-DILUTED>                                      .09
<FN>
<F1> Reflects retained earnings and additional paid in captial.
<F2> Reflects cost of sales and selling, general &
     administrative expenses.
</FN>



</TABLE>

<PAGE>
                                                                    Exhibit 20
May 8, 1997

Dear Stockholder:

While we currently are experiencing much improved operational efficiencies,  our
Company's  results  for the third  quarter  of  fiscal  1997  were  weakened  by
competitive  pressures in our vital wheat gluten and food grade alcohol markets.
In addition,  our energy costs remained  considerably  higher than normal during
the first two  months of the  quarter  due to an unusual  spike in  natural  gas
prices.

A return to more  normal  energy  costs,  and  significantly  lower  grain costs
compared to a year ago are allowing us to strengthen our  competitive  abilities
through increased production output and efficiencies. In general, conditions for
improved profitability in the fourth quarter are firmly taking shape.

Our net income in the third quarter  amounted to $3,000 on sales of  $54,449,000
compared to a net loss of $410,000,  or $0.04 per share, on sales of $53,871,000
for the same period the prior year.

For the first nine months of fiscal 1997,  our net income totaled  $862,000,  or
$0.09  per  share,  on sales of  $162,871,000.  This  represents  a  substantial
improvement over the first nine months of fiscal 1996, when we experienced a net
loss of $2,592,000, or $0.27 per share, on sales of $156,782,000.

Increased supplies of alcohol in this year's third quarter,  which resulted from
the start-up of new production capacities throughout the industry, caused prices
for our food grade alcohol to decline from their second quarter  levels.  Prices
for fuel grade alcohol, as well as food grade alcohol for beverage applications,
also fell below the prior year's third quarter levels.

Increased  imports from the European  Union  (E.U.)  continued to depress  wheat
gluten  prices in the third  quarter.  The recent  initiation  of a Section  301
investigation by U.S. Trade  Representative-Designate  Charlene Barshefsky could
help correct this problem by targeting certain E.U. starch/gluten  subsidies. In
addition,  the possibility still exists for a bilateral  solution to this unfair
trade problem through  consultations arising from the 1995 grains agreement with
the E.U.

I encourage you to take a few moments to write to the Trade  Representative
and to U.S.  Secretary of  Agriculture  Dan Glickman  requesting  that immediate
action  be taken to  eliminate  the  E.U.'s  lopsided  trade  advantages.  These
advantages  include various subsidies and incentives which can be manipulated at
will,  plus a wide  difference  between our  country's  low tariff rates and the
E.U.'s  high  tariffs,  which  effectively  prohibit  outside  competition  from
entering the E.U.'s highly protected market. Ambassador Barshefsky's address is:
Office of the U.S.  Trade  Representative,  600 South 17th St.  N.W.,  Room 201,
Washington,  D.C. 20508.  Secretary  Glickman's  address is: U.S.  Department of
Agriculture,   14th  St.  and  Independence   Ave.,   Washington,   D.C.  20250.
Incidentally,  recent news  reports  point out that U.S.  flour  exporters  face
similar  trade  inequities  resulting  from many of the same E.U.  policies that
affect American gluten/starch manufacturers.

While working diligently to solve this problem, we are also placing considerable
focus on the  development  and  marketing of new specialty  gluten  products for
industrial  as well as  food  applications.  Likewise,  we  continue  to see new
opportunities for growth in our premium wheat starch market,  which should allow
us to more fully utilize the expanded capacity that was  strategically  added to
our Pekin, Illinois plant nearly a year and a half ago. In conclusion, we expect
to  improve  our  profitability  by  increasing   production  and  strengthening
efficiencies in all areas as conditions allow.

Sincerely,

s/Ladd M. Seaberg
Ladd M. Seaberg
President and CEO



<PAGE>





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