MIDWEST GRAIN PRODUCTS INC
10-Q, 1997-11-14
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 September 30, 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
                          9,700,172 shares outstanding
                             as of November 1, 1997.



<PAGE>


                                      INDEX


PART I.  FINANCIAL INFORMATION
         Page

         Item 1.  Financial Statements
                  ---------------------
             
               Independent Accountants' Review Report...................2

               Condensed Consolidated Balance Sheets as of
               September 30, 1997 and June 30, 1997.....................3

               Condensed Consolidated Statements of Operations for
               the Three Months Ended September 30, 1997 and 1996.......5

               Condensed Consolidated Statements of Cash Flows for
               the Three Months Ended September 30, 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 2. Legal Proceedings.................................... 12
                 -----------------
         Item 4. Submission of Matters to a Vote of Security Holders.. 12
                 ---------------------------------------------------

         Item 6. Exhibits and Reports on Form 8-K..................... 12
                 --------------------------------

                                      -1-

<PAGE>

       Baird                 City Center Square
       Kurtz &               1100 Main Street, Suite 2700     http://www.bkd.com
       Dobson                Kansas City, MO 64105-2112       Member of
Certified Public Accountants 816 221-6300 Fax: 816 221-6380   Moores Rowland
                                                              International

                     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, 1997, and the related
condensed  consolidated  statements  of  operations  for the three month periods
ended  September  30,  1997 and 1996,  and the  related  condensed  consolidated
statements of cash flows for the three month  periods  ended  September 30, 1997
and 1996.  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, 1997, and the
related consolidated  statements of operations,  stockholders'  equity, and cash
flows for the year then ended (not presented  herein);  and, in our report dated
August 8, 1997,  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, 1997, 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 22, 1997
                                      -2-



<PAGE>


                          MIDWEST GRAIN PRODUCTS, INC.



                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (In Thousands)


                                     ASSETS


                                               September 30,         June 30,
                                               -------------         --------
                                                    1997               1997
                                                  (Unaudited)
CURRENT ASSETS
     Cash and cash equivalents                   $        412     $      6,005
     Receivables                                       26,485           26,276
     Inventories                                       16,960           15,000
     Prepaid expenses                                   1,496              988
     Deferred income taxes                              1,688            1,688
     Income taxes receivable                            1,138              227
                                                 ------------     ------------
                 Total Current Assets                  48,179           50,184
                                                 ------------     ------------


PROPERTY AND EQUIPMENT, At cost                       214,857          213,813
     Less accumulated depreciation                    102,560           99,099
                                                 ------------     ------------
                                                      112,297          114,714
                                                 ------------     ------------

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

                                                 $    160,908     $    165,330
                                                 ============     ============




See Accompanying Notes to Condensed Consolidated
    Financial Statements


                                      - 3 -



<PAGE>
                          MIDWEST GRAIN PRODUCTS, INC.

                CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

                                 (In Thousands)

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                             September 30,        June 30,
                                                  1997              1997
                                                  ----              ----
                                                (Unaudited)
CURRENT LIABILITIES
     Current maturities of long-term debt     $      2,273
     Note payable--bank                                          $     1,000
     Accounts payable                                9,206             8,196
     Accrued expenses                                3,117             4,408
                                              ------------      ------------
                 Total Current Liabilities          14,596            13,604
                                              ------------      ------------

LONG-TERM DEBT                                      24,660            29,933
                                              ------------      ------------

POST-RETIREMENT BENEFITS                             6,339             6,245
                                              ------------      ------------

DEFERRED INCOME TAXES                                6,987             6,987
                                              ------------      ------------

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                              99,914           100,149
                                              ------------      ------------
                                                   109,118           109,353
     Treasury stock, at cost
        Common; 1997 - 65,000 shares                  (792)             (792)
                                              -------------     -------------
                                                   108,326           108,561
                                              ------------      ------------

                                              $    160,908      $    165,330
                                              ============      ============

See Accompanying Notes to Condensed Consolidated
    Financial Statements


                                      - 4 -

<PAGE>

                          MIDWEST GRAIN PRODUCTS, INC.


                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                 THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

                                   (Unaudited)

                                                       1997           1996
                                                   ------------    -------

                                                    (in thousands, except
                                                      per share amounts)


NET SALES                                          $   57,623      $   53,173

COST OF SALES                                          55,012          51,110
                                                   ----------      ----------

GROSS PROFIT                                            2,611           2,063

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES            2,644           2,163
                                                   ----------      ----------
                                                          (33)           (100)

OTHER OPERATING INCOME                                     14             102
                                                   ----------      ----------

INCOME (LOSS) FROM OPERATIONS                             (19)              2

OTHER INCOME (EXPENSE)
     Interest                                            (455)           (725)
     Other                                                 78             148
                                                   ----------      ----------

LOSS BEFORE INCOME TAXES                                 (396)           (575)

CREDIT FOR INCOME TAXES                                  (161)           (229)
                                                   -----------     -----------

NET LOSS                                           $     (235)     $     (346)
                                                   ===========     ===========

EARNINGS (LOSS) PER COMMON SHARE                        $(.02)          $(.04)
                                                        ======          ======


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

                                      - 5 -


<PAGE>

                          MIDWEST GRAIN PRODUCTS, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                 THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

                                   (Unaudited)

                                                       1997            1996
                                                   -------------   --------
                                                         (in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                      $     (235)     $     (346)
     Items not requiring (providing) cash:
        Depreciation                                    3,460           3,506
        Gain on sale of equipment                                         (20)
     Changes in:
        Accounts receivable                              (209)         (6,353)
        Inventories                                    (1,960)         (1,430)
        Prepaid expenses                                 (508)           (452)
        Accounts payable                                1,146           1,094
        Accrued expenses                               (1,197)           (429)
        Income taxes receivable                          (911)            154
                                                   -----------     ----------
         Net cash used in operating activities           (414)         (4,276)
                                                   -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Additions to property and equipment               (1,179)            (62)
     Proceeds from sale of equipment                                       31
                                                   ----------      ----------
         Net cash used in investing activities         (1,179)            (31)
                                                   -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net advances (payments) on notes payable          (4,000)          2,000
     Net proceeds from issuance of long-term debt                       2,000
                                                   ----------      ----------
        Net cash provided by (used in) financing 
        activities                                     (4,000)          4,000
                                                   -----------     ----------

DECREASE IN CASH AND CASH EQUIVALENTS                  (5,593)           (307)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD          6,005           3,759
                                                   ----------      ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD           $      412      $    3,452
                                                   ==========      ==========


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

                                      - 6 -


<PAGE>

                          MIDWEST GRAIN PRODUCTS, INC.



               NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                      THREE MONTHS ENDED SEPTEMBER 30, 1997

                                   (Unaudited)



NOTE:  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 September
30, 1997, and the condensed  consolidated results of its operations and its cash
flows for the periods  ended  September  30, 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
                      THREE MONTHS ENDED SEPTEMBER 30, 1997

RESULTS OF OPERATIONS

General
- -------
The  Company's  net  loss of  $235,000  in the  first  quarter  of  fiscal  1998
principally  resulted from a continued decrease in selling prices of vital wheat
gluten due to severe  competitive  pressures from the European Union (E.U.) This
decrease  represented a 22% decline from the average  selling price of gluten in
the first  quarter of fiscal 1997 and a nearly 6% drop from the average  selling
price in the  fourth  quarter  of  fiscal  1997.  Due to the  predatory  pricing
practices of subsidized  E.U.  producers,  the Company has been unable to adjust
the price of its gluten to levels that offset production costs.

Profits from their highly  subsidized and protected  wheat starch business allow
E.U. producers to unload huge surpluses of gluten, a co-product, at prices below
U.S.  production  costs. Low U.S. tariff rates on wheat gluten make this country
an  attractive  market  for  those  surpluses,  while  high  tariffs  in  Europe
effectively  prohibit non- E.U.  member  countries  from  competing in the wheat
gluten and wheat starch markets  there.  In an effort to stem the tide of gluten
imports from the E.U., the Wheat Gluten Industry  Council of the U.S. has sought
corrective action through various diplomatic measures and legal proceedings. The
Council's  latest  initiative,  which  occurred on September  19, 1997,  was the
filing of a petition with the International Trade Commission (ITC) under Section
201 of the Trade Act of 1974. The Section 201 petition alleges serious injury to
the U.S. wheat gluten industry from the increasing volume of subsidized imports.
It asks for, among other things,  the  establishment  of a four-year  quota on a
country-by  country basis on all exports of wheat gluten to the U.S.,  allocated
yearly and based on the average market share percentage for the years 1990-1992.
Under Section 201, the ITC is required to complete an investigation and hearings
and make a recommendation  to President Clinton by March 19, 1998. The President
is then required to act within 60 days after receipt of the ITC recommendation.

While the  Company is hopeful  that the  actions  of the Wheat  Gluten  Industry
Council will ultimately result in the creation of a more level playing field, no
assurance  can be given as to when or if any relief will be granted.  Due to the
intensity  of current  competitive  conditions,  the Company  has  strategically
limited its production of wheat gluten to amounts necessary to maintain a stable
customer base and for the production of other wheat products.  In addition,  the
Company has  intensified  efforts to develop  additional  modified  wheat gluten
products  that may be marketed  in niches that will be less  affected by foreign
competition.  In the event the ITC and the  President  fail to provide  the U.S.
wheat gluten industry with any relief pursuant to the section 201 petition,  and
if the E.U.  continues to export  gluten at current or lower price levels and in
the quantities  anticipated  by new E.U.  production  facilities  that are under
construction  and that have been announced,  then the Company  believes that (a)
the Company will not be able to profitably market current wheat gluten products,
(b) that it will  continue to produce  only that amount of gluten  necessary  to
produce  premium  and  modified  wheat  starches  profitably,  (c)  that  losses
generated from the unprofitable production of gluten are expected to be absorbed
by the  Company's  other  operations,  although  there is no certainty  that the
Company will be successful in that regard, and (d) that other U.S. gluten plants
will probably be forced to suspend operations or be permanently shut down.

                                      -8-
<PAGE>
                          MIDWEST GRAIN PRODUCTS, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
                      THREE MONTHS ENDED SEPTEMBER 30, 1997

Conditions in the Company's  premium wheat starch market  remained  favorable in
the first  quarter,  resulting in increased  production  and sales.  The largest
percentage  of this increase  occurred in sales of regular  wheat starch,  which
generally is sold at a lower value than the  Company's  modified  and  specialty
varieties. As a result, the average per unit sales price for wheat starch during
the first quarter was down compared to the same period a year ago.

Favorable conditions also continued to exist in the Company's alcohol markets in
the first quarter, resulting in increased production of both food grade and fuel
grade  alcohol  compared to the first  quarter of fiscal  1997.  Alcohol  prices
decreased,  however,  due  primarily to the effects of lower prices for corn and
milo,  the  principal raw materials  used in the  Company's  alcohol  production
process.  The  production  increase  was  realized  as  the  result  of  greater
utilization  of distillery  capacity at the  Company's  Pekin,  Illinois  plant.
Alcohol  production  at that  facility  was halted for a time during last year's
first quarter due to a maintenance  and repair  shutdown.  As the result of this
year's first quarter rise in alcohol production,  unit sales of distillers feed,
the  principal  by-  product of the  distillation  process,  grew  substantially
compared to a year ago.

With  consistently  lower grain costs,  a realization of stable energy costs and
improved  production  efficiencies,   the  Company  expects  to  strengthen  its
competitive  abilities and improve profitability in the alcohol and wheat starch
markets going forward.

Sales
- -----

Net sales in the first  quarter  of fiscal  1998 were  approximately  $4,450,000
higher than sales in the first quarter of fiscal 1997. The increase  principally
resulted from increased  sales of fuel grade alcohol due to an over 420% rise in
units sold.  The  realization  of higher sales in this  category  occurred  from
increased  utilization of distillery  capacity at the Company's Pekin,  Illinois
plant,  where production was temporarily  halted during a maintenance and repair
shutdown during the last year's first quarter. Sales of beverage alcohol in this
year's first  quarter were  approximately  even with sales for the same period a
year ago.  Although  unit sales of beverage  alcohol  increased  nearly 26%, the
selling price of this product  dropped as the result of lower raw material costs
for corn and milo. Sales of food grade industrial alcohol fell below last year's
first quarter level due to a reduction in the selling price and a 33% decline in
units sold. Sales of distillers'  feeds, a by-product of the alcohol  production
process,  rose  approximately  17% due to a substantial  increase in units sold.
Wheat gluten sales declined approximately 15% from sales in the first quarter of
fiscal 1997 despite a modest  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 just slightly compared to a year
ago,  although  the amount of units sold rose by nearly 28%.  The higher  volume
sales of wheat  starch  were  largely  offset  by  reduced  selling  prices  due
principally   to  a  higher   proportion   for   non-specialty,   commodity-type
applications.
                                      -9-


<PAGE>

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

                      THREE MONTHS ENDED SEPTEMBER 30, 1997

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

The cost of sales in the first quarter of fiscal 1998 increased by approximately
$3.9 million  compared to the cost of sales in the first quarter of fiscal 1997.
This  occurred  primarily  as the result of higher  energy costs as the per unit
cost of natural gas increased and more energy was required to satisfy  increased
production needs.  Higher maintenance and repair costs,  principally  associated
with the Company's distillery operation in Pekin, Illinois,  also contributed to
the cost of sales  increase.  Raw material  costs in the first quarter of fiscal
1998 were  approximately even with the raw material costs for the same period in
the prior year as the larger volume of grain  required for increased  production
was offset by lower per unit grain prices.

In connection  with the purchase of raw materials,  principally  corn and wheat,
for  anticipated  operating  requirements,  the Company  enters  into  commodity
contracts to reduce the risk of future grain price  increases.  These  contracts
are accounted for as hedges and, accordingly,  gains and losses are deferred and
recognized in cost of sales as part of product cost when contract  positions are
settled and as related  products are sold. For the first quarter of fiscal 1998,
raw material costs  included a net gain of $606,000 on contracts  settled during
the quarter  compared  to a net loss of  $649,000  for the same period in fiscal
1997.

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

Selling, general and administrative expenses in the first quarter of fiscal 1998
increased by approximately $481,000 due mainly to employee-related  costs. These
costs were partially offset by reduced commissions.

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

The general effects of inflation were minimal.


Net Loss
- --------

As the result of the foregoing  factors,  the Company  experienced a net loss of
$235,000 in the first  quarter of fiscal 1998 compared to a net loss of $346,000
in the first quarter of fiscal 1997.




                                      -10-


<PAGE>

                          MIDWEST GRAIN PRODUCTS, INC.


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

                      THREE MONTHS ENDED SEPTEMBER 30, 1997

LIQUIDITY AND CAPITAL RESOURCES

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

                                             September 30,        June 30,
                                                 1997               1997
                                                 -----------------------
                                                       (in thousands)

Cash and cash equivalents                       $      412       $    6,005
Working capital                                     33,583           36,580
Amounts available under lines of credit             33,000           29,000
Note payable and long-term debt                     26,933           30,933
Stockholders' equity                               108,326          108,561


The Company  continues to maintain a strong working capital  position and a
relatively low  debt-to-equity  ratio.  Continued strong cash flows have allowed
the Company to further  reduce its debt by $4 million  during the first quarter.
The cash management  measures  adopted two years ago,  including  stringent cost
controls, suspended quarterly dividends to stockholders and flexible production,
purchasing and marketing strategies, remain in effect.

At September 30, 1997,  the Company had $3.3 million  committed to  improvements
and replacements of existing equipment.

Management believes its strong financial position and available lines of credit,
combined with the strategies  which continue to be  implemented,  position it to
take advantage of a return to more favorable conditions.


FORWARD-LOOKING INFORMATION

This  report   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"
and similar expressions. They reflect management's 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.  Any changes in the  assumptions or factors
could produce materially different results than those predicted and could impact
stock values.

                                      -11-

<PAGE>

                          MIDWEST GRAIN PRODUCTS, INC.


                                     PART II
                                OTHER INFORMATION

Item 2.     Legal Proceedings

The Wheat Gluten Industry Council of the United States has filed a Petition with
the United  State Trade  Representative  (the "USTR")  under  Section 301 of the
Trade Act of 1974 and a petition with the International  Trade Commission of the
United States (the "ITC," a commission appointed by the President) under section
201 of the Trade Act of 1974. The petitions seek to alleviate  alleged damage to
the U.S.  wheat gluten  industry by Subsidized  foreign  imports of wheat gluten
from the E.U.  The  proceedings  are  described  under  'Vital  Wheat  Gluten --
Competition-Vital  Wheat Gluten' under Item 1 in the Company's Form 10-K for the
year ended June 30, 1997,  and under "RESULTS OF OPERATIONS - General" in Item 2
of Part I of this report .

Item 4.  Submission of Matters to a Vote of Security Holders

   The annual  meeting of  stockholders  of the  Company  was held on October 9,
1997. The following actions were taken at the meeting:

1.   F. D.  "Fran"  Jabara was  elected to the office of Group A Director  for a
     term  expiring in 2000 with  8,719,261  votes for his  election and 133,300
     votes withheld.

2.   Daryl R. Schaller,  Ph.D. was elected to the office of Group A Director for
     a term expiring in 2000 with  8,739,533  votes for his election and 113,028
     votes  withheld.

3.   Michael  Braude was  elected  to the office of Group B Director  for a term
     expiring in 2000 with 423 votes for his election and 0 votes withheld. 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  to stockholders for the three months ended 
                   September 30, 1997.

             (27)  Financial data schedule.

     (b)       Reports on Form 8-K

         The Company  has filed no reports on Form 8-K during the quarter  ended
September 30, 1997.
                                      -12-


<PAGE>



                          MIDWEST GRAIN PRODUCTS, INC.


                                   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.

                                               s/ Ladd M. Seaberg
                                         By _________________________________
       Date:  November 13, 1997                Ladd M. Seaberg, President
                                               and Chief Executive Officer

                                               s/Robert G. Booe
                                         By _________________________________
       Date:  November 13, 1997                Robert G. Booe, Vice President
                                               and Chief Financial Officer





























                                      -13-



<PAGE>
                                                                      Exhibit 20
                                November 11, 1997
Dear Stockholder:

While our earnings for the first quarter of fiscal 1998 were negatively affected
by a further  decline in wheat  gluten  selling  prices,  our cash  position was
bolstered by increased sales of alcohol  products.  As a result, we were able to
reduce our debt to approximately  $26 million during the quarter.  Since the end
of the quarter, debt has been reduced an additional $1 million.

The fall in gluten  prices  was caused by the  predatory  pricing  practices  of
subsidized  producers from the European Union (E.U.), who continue their program
of unloading excess gluten in the U.S.  market.  Due principally to this factor,
our  Company  experienced  a first  quarter net loss of  $235,000,  or $0.02 per
share, on sales of  $57,623,000.  For the first quarter of fiscal 1997, we had a
net loss of $346,000, or $0.04 per share, on sales of $53,173,000.

To reduce the  severity of E.U.'s  damaging  tactics,  and yet maintain a stable
customer base, we have stayed with our strategy to limit our production of wheat
gluten until conditions allow otherwise. At the same time, we are taking part in
a recently launched  initiative under Section 201 of the Trade Act of 1974 in an
effort to help put an end to this unfair situation.

On September 19, the Wheat Gluten Industry  Council of the United States filed a
petition  with  the  International  Trade  Commission  (ITC)  that  asks for the
establishment of a four-year quota for each country exporting gluten to the U.S.
The ITC has up to four months from September 19 to review the situation and make
an injury  determination.  Within six months of the filing, the ITC must deliver
its remedy  recommendation to President Clinton.  The President then must act on
the ITC recommendation by May 18, 1998.

Although  the  establishment  of quotas  under  Section 201 would  provide  only
temporary relief, it would give us and other U.S. wheat gluten producers time to
bring stability back to the marketplace  while seeking a more lasting  solution.
This conceivably  could be accomplished  through U.S.  government  consultations
with  the  E.U.  pursuant  to the  1996  Grains  Agreement,  as well as the GATT
negotiations in the year 2000.

As we wage our battle on the gluten front,  we are continuing to make strides in
optimizing our alcohol  production  capabilities at both of our plants.  This is
reflected by the increased  alcohol  production  and sales we experienced in the
first  quarter  compared  to the same  period a year  ago.  We also  experienced
increased sales of our premium wheat starch, with the largest percentage of that
increase occurring in sales of our non-modified varieties. Sales of our modified
wheat starches,  which have been developed for unique,  value-added uses, remain
steady  and we  continue  to work  with  customers  in  matching  these  special
ingredients to functional needs in new product formulations.

Much  time and  effort  are  being  spent as well  toward  the  development  and
marketing of our modified  wheat gluten  products,  which can be used to replace
other  grain-based  and/or  animal-based  proteins  in both food and  non-food
applications.  We expect these  ingredients to eventually  become very important
products for Midwest Grain, both in terms of revenue and in helping to shape our
Company into a less commodity-oriented, more value-added producer.

Sincerely,
s/Ladd M. Seaberg
Ladd M. Seaberg
President and CEO
<PAGE>




<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
                                   EXHIBIT 27
                          MIDWEST GRAIN PRODUCTS, INC.
                             FINANCIAL DATA SCHEDULE
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM MIDWEST GRAIN PRODUCTS, INC. CONSOLIDATED STATEMENT OF
INCOME FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND
CONSOLIDATED BALANCE SHEET AS AT SEPTEMBER 30, 1997, 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>                                    3-MOS
<FISCAL-YEAR-END>                          JUN-30-1998
<PERIOD-START>                              JUL-1-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                             412
<SECURITIES>                                         0
<RECEIVABLES>                                   26,485<F1>
<ALLOWANCES>                                       285
<INVENTORY>                                     16,960
<CURRENT-ASSETS>                                48,179
<PP&E>                                         214,857
<DEPRECIATION>                                 102,560
<TOTAL-ASSETS>                                 160,908
<CURRENT-LIABILITIES>                           14,596
<BONDS>                                         24,660
<COMMON>                                         6,715
                                0
                                          4
<OTHER-SE>                                     101,607<F2>
<TOTAL-LIABILITY-AND-EQUITY>                   160,908
<SALES>                                         57,623
<TOTAL-REVENUES>                                57,623
<CGS>                                           55,012
<TOTAL-COSTS>                                   57,656<F3>
<OTHER-EXPENSES>                                    14
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                (455)
<INCOME-PRETAX>                                   (396)
<INCOME-TAX>                                      (161)
<INCOME-CONTINUING>                               (235)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      (235)
<EPS-PRIMARY>                                     (.02)
<EPS-DILUTED>                                     (.02)
<FN>
<F1> Reflects Receivables less Allowances.
<F2> Reflects retained earnings and additional paid in captial
     less cost of Treasury Stock.
<F3> Reflects cost of sales and selling, general & administrative expenses.
</FN>




</TABLE>


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