UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

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MGP Ingredients, Inc.

(Name of Registrant as Specified In Its Charter)

 

 

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On August 5, 2013, MGP Ingredients, Inc. issued a Press Release relating to financial results for the second quarter of 2013, which ended June 30, 2013 (the “Press Release”). A copy of the Press Release is furnished herewith as Exhibit 1.

 

Exhibit 1

 

GRAPHIC

 

FOR IMMEDIATE RELEASE

 

MGP INGREDIENTS, INC. REPORTS SECOND QUARTER RESULTS

Anticipated demand for premium spirits drives plans for increased production

 

Highlights

 

·       Net sales of $79.3 million; decline 7 percent vs year ago due to lower industrial alcohol sales

·       Growth in premium spirits remains strong

·       Sales of food ingredients up 10 percent vs year ago

·       Net income of $0.02 per diluted share compares with loss of $0.05 year ago

·       Company focused on increasing production of premium whiskeys and bourbons at Indiana distillery

 

ATCHISON, Kansas, August 5, 2013 - MGP Ingredients, Inc. (Nasdaq/MGPI) (the “Company”) today reported results for the second quarter ended June 30, 2013. Net income for the second quarter was $280,000, or $0.02 per diluted share, compared with a net loss of $850,000, or a loss of $0.05 per diluted share in the prior year. Net income (loss) comparisons are positive compared with a year ago despite reduced volume of industrial alcohol, higher commodity prices, and some temporary operational interruptions. The Company expects continued year-over-year sales declines in industrial alcohol for the remainder of 2013. In 2012 the Company’s distillery segment included sales of alcohol under a marketing agreement with Illinois Corn Processing (ICP). The marketing agreement expired effective January 1, 2013. The Company has not sourced product from ICP since April 2013.

 

Net sales for the second quarter declined by approximately 7 percent from the year-ago period. Higher beverage alcohol sales were offset by lower sales of bulk industrial alcohol. Demand for the Company’s portfolio of whiskeys and bourbons remains strong. Production of new distillate at the Indiana facility continues to grow. While distillery production has more than doubled since the operation was acquired at the end of 2011, MGP is planning further increases in output to support anticipated growth. Higher ingredient sales in the second quarter were led by strong demand for specialty starches and wheat proteins used in a variety of food applications in the U.S. and internationally. The Company’s latest innovation is a lightly hydrolyzed wheat protein named Optein™, which targets a number of applications such as nutritional drinks, smoothies, meal replacement bars and sports beverages. There were no sales in the Company’s other segment due to the sale of the bioplastics manufacturing business on February 8, 2013.

 

The Company’s gross profit in the second quarter of 2013 declined from year-ago levels, largely driven by the lower contribution from bulk industrial alcohol sales and higher input costs compared to a year ago. During the second quarter of 2013, the Company experienced unanticipated operational issues, including incoming power supply interruptions in Atchison, KS on three different days, which negatively impacted manufacturing output. Second quarter income from operations was $511,000 compared to a loss of $545,000 in the second quarter of 2012, due mainly to lower selling, general and administrative expenses year-over-year.

 

For the first six months of 2013, net sales declined by approximately 3.5 percent to $165.7 million. This was mainly due to a decrease in net sales of distillery products partially offset by increased net sales of ingredient solutions. For the year-to-date period the Company generated a gross profit margin of 7.5 percent compared to 6.7 percent in the prior year period. Income from operations for the first six months of 2013 was $1.8 million compared with a year ago loss of $2.8 million.

 

“Growth in the premium side of our business is gaining momentum. This is helping to offset the continuing commodity volatility and low margins in bulk industrial alcohol,” said Tim Newkirk, President and Chief

 



 

Executive Officer. “We also experienced a temporary production shortfall in the Atchison plant this quarter, without which our operating results would have looked much like those in the first quarter. That doesn’t mean that we are satisfied. Not by a long shot. We’re doing everything we can to cost optimize our bulk industrial alcohol business while supplies of U.S. corn are scarce. After back-to-back years of drought, and the resulting decline in physical corn stocks, industry experts are anticipating improvements by the end of this year’s planting season.”

 

He continued, “With greater liquidity in the corn markets MGP will be better able to match our costs and contract pricing. That’s the key for achieving acceptable gross margins in our industrial grades. In the meantime, we continue to shift our portfolio to higher profit products while driving our per-gallon costs lower. This business has been a significant cash generator in the past, and we expect it to do so again in the future.

 

“With our premium portfolio of whiskeys and bourbons we face a different kind of challenge: keeping up with demand. The supply shortage persists for both new and aged distillate in the U.S., as evidenced in announcements by several major market participants. MGP is one of the few independent producers of quality spirits, and that’s why our pipeline of new sales opportunities continues to grow. This growth, along with other customer orders dating back to 2012, is driving the need for increased production levels of brown goods at our Indiana distillery.”

 

Premium Spirits and Industrial Alcohol

 

·      Distillery products net sales for the second quarter were $63.9 million, a decrease of 10.2 percent compared to the prior year quarter. Increases in sales of premium spirits, whiskeys, bourbons and distillers feed were offset by the 95 percent reduction in the supply of bulk industrial alcohol from ICP over the same quarter a year ago.

·      The distillery products segment reported second quarter pre-tax income of $3.1 million, or 4.9 percent of net sales, compared to pre-tax operating income of $3.7 million, or 5.3 percent of net sales, during the same quarter a year ago. Quarter over quarter, pricing for distillery products was out-paced by increased costs for raw materials. For the second quarter, the per-bushel cost of corn averaged 14.4 percent higher than a year ago.

·      For the first six months of 2013, distillery segment sales were $134.7 million, a decrease of 6.2 percent. The distillery products segment reported pre-tax income of $7.4 million, or 5.6 percent of net sales, compared to pre-tax income of $6.4 million, or 4.5 percent of net sales, during the same period a year ago. Despite decreases in volume and pricing, the improvement in product mix led to a higher return on net sales.

 

Food Ingredients

 

·      Ingredient segment net sales for the second quarter were $15.4 million, an increase of 9.9 percent from the prior year’s quarter. Sales benefited from both higher average pricing and unit volumes, with specialty starches showing the largest net sales gains.

·      The ingredients segment reported second quarter pre-tax operating income of $875,000 or 5.7 percent of net sales, compared with income of $987,000, or 7.0 percent of net sales, for the same quarter a year ago. Gross profit margins decreased mainly due to higher raw material costs. The most notable was for flour, which averaged approximately 23.5 percent higher per pound over the prior year.

·      For the first six months of 2013, ingredient segment net sales were $30.8 million, an increase of 11.6 percent from the prior year period. The segment reported pre-tax income of $2.6 million, or 8.6 percent of net sales, compared to pre-tax income of $2.6 million, or 9.5 percent of net sales, during the same period a year ago. Similar to the results for the second quarter, gross profit margins for the six months decreased mainly due to higher raw material costs. The cost of flour increased by an average of 21.2 percent per pound over the prior year.

 

Summary

 

Newkirk said, “As a producer of alcohol since the 1940s, we are no strangers to grain cycles. However, this one has been particularly tough. On top of tight corn supplies we’ve faced intense price competition in the lower value alcohol grades. The proactive steps we have taken to increase our operating efficiencies and lower our costs along with efforts such as strategic sourcing for corn, have enabled us to operate with significantly lower levels of working capital while dramatically reducing the potential for mark-to-market volatility in our income statement.

 



 

“While our work is not yet complete, we’ve come a long way in shoring up MGP’s legacy business in high quality alcohols. Our ingredients business has turned around and continues to grow profitably. We’re executing on the things within our control, such as getting the right products to the right customers, creating new innovations, and improving our asset productivity.”

 

He concluded, “As we continue to drive toward stronger cash flows from our bulk industrial alcohol business, our immediate focus is on expanding production of premium whiskeys and bourbons at our Indiana facility to capitalize on the increased demand. Our Lawrenceburg facility has ample capacity and we are focused on implementing operational improvements to maximize production. Premium spirits offers our best long-term opportunity for revenue and profit growth. With a solid base of core customers, we continue to pursue new sales agreements with both branded spirits companies and distributors.”

 

About MGP Ingredients

 

MGP is a leading independent supplier of premium spirits, offering flavor innovations and custom distillery blends to the beverage alcohol industry. The Company also produces high quality food grade industrial alcohol and formulates grain-based starches and proteins into nutritional, as well as highly functional, innovations for the branded consumer packaged goods industry. Distilled spirits are produced at facilities in the adjacent towns of Lawrenceburg and Greendale, Indiana. The Company is headquartered in Atchison, Kansas, where a variety of distilled alcohol products and food ingredients are manufactured. For more information, visit mgpingredients.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

This news release contains forward-looking statements as well as historical information. Forward-looking statements are usually identified by or are associated with such words as “intend,” “plan,” “believe,” “estimate,” “expect,” “anticipate,” “hopeful,” “should,” “may,” “will,” “could,” “encouraged,” “opportunities,” “potential” and/or the negatives of these terms or variations of them or similar terminology. 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. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Investors should not place undue reliance upon forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, among others: (i) disruptions in operations at our Atchison facility or Indiana Distillery,  (ii) the availability and cost of grain and fluctuations in energy costs, (iii) the effectiveness of our hedging strategy, (iv) the competitive environment and related market conditions, (v) the ability to effectively pass raw material price increases on to customers, (vi) the viability of the Illinois Corn Processing, LLC (“ICP”) joint venture and its ability to obtain financing, (vii) our ability to maintain compliance with all applicable loan agreement covenants, (viii) our ability to realize operating efficiencies, (ix) actions of governments, (x) and consumer tastes and preferences.  For further information on these and other risks and uncertainties that may affect our business, including risks specific to our Distillery and Ingredient segments, see Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2012, as updated by Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013.

 

Important Additional Information

 

The definitive proxy statement, any other relevant documents and other materials filed with the SEC concerning the Company are available free of charge at www.sec.gov.  For a copy of final definitive materials with respect to 2013 Annual Meeting, including Amendment No. 3 of the supplement to the proxy statement, please see http://ir.mgpingredients.com/annuals.cfm. Voting remains open to stockholders of record at the close of business on April 3, 2013. Stockholders should carefully read the definitive proxy statement, including supplements thereto, before making any voting decision.

 

The Company and its directors, director nominees, the Company’s chief executive officer and its chief financial officer (the “Participants”) may be deemed to be participants in the solicitation of proxies in connection with the 2013 Annual Meeting.  Information regarding the Participants in the solicitation is more specifically set forth in the definitive proxy statement and the proxy statement supplement that were filed by the Company with the SEC and which are available free of charge from the SEC and the Company, as indicated above.

 



 

For More Information

 

Investors & Analysts:

George Zagoudis, Investor Relations

913-360-5441 or george.zagoudis@mgpingredients.com

 

Media:

Shanae Randolph, Corporate Director of Communications

913-360-5442 or shanae.randolph@mgpingredients.com

 



 

MGP INGREDIENTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

(unaudited)

 

Quarter Ended

 

Year to Date Ended

 

(Dollars in thousands, except per share)

 

June 30, 2013

 

June 30, 2012

 

June 30, 2013

 

June 30, 2012

 

Gross Sales

 

$

83,707

 

$

87,263

 

$

172,425

 

$

175,693

 

Less Excise Taxes

 

4,312

 

1,729

 

6,626

 

3,815

 

Net Sales

 

79,395

 

85,534

 

165,799

 

171,878

 

Cost of Sales

 

74,114

 

79,618

 

153,289

 

160,383

 

Gross Profit

 

5,281

 

5,916

 

12,510

 

11,495

 

 

 

 

 

 

 

 

 

 

 

Selling, General and Administrative Expenses

 

4,770

 

6,285

 

10,645

 

14,033

 

Other Operating Costs and Losses on Sale of Assets

 

 

176

 

58

 

250

 

Income (Loss) from Operations

 

511

 

(545

)

1,807

 

(2,788

)

 

 

 

 

 

 

 

 

 

 

Gain on Sale of Joint Venture Interest

 

 

 

 

4,055

 

Interest Income (Expense), Net

 

(277

)

(230

)

(560

)

(483

)

Equity in Earnings (Loss) of Joint Ventures

 

71

 

(143

)

(871

)

294

 

Income (Loss) from Continuing Operations Before Income Taxes

 

305

 

(918

)

376

 

1,078

 

 

 

 

 

 

 

 

 

 

 

Provision (Benefit) for Income Taxes

 

25

 

(68

)

25

 

52

 

Net Income (Loss) from Continuing Operations

 

280

 

(850

)

351

 

1,026

 

 

 

 

 

 

 

 

 

 

 

Discontinued Operations, Net of Tax

 

 

 

1,406

 

 

Net Income (Loss)

 

280

 

(850

)

1,757

 

1,026

 

 

 

 

 

 

 

 

 

 

 

Other Comprehensive Income (Loss)

 

(141

)

12

 

(290

)

185

 

Comprehensive Income

 

$

139

 

$

(838

)

$

1,467

 

$

1,211

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Earnings per Share

 

 

 

 

 

 

 

 

 

Net Income

 

$

0.02

 

$

(0.05

)

$

0.10

 

$

0.06

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding — Basic

 

17,006,922

 

16,916,304

 

17,003,056

 

16,916,304

 

Weighted average shares outstanding — Diluted

 

17,007,056

 

16,916,304

 

17,003,081

 

16,918,266

 

 



 

MGP INGREDIENTS, INC.

CONSOLIDATED BALANCE SHEET (UNAUDITED)

 

(Dollars in thousands)

 

June 30,
2013

 

December 31,
2012

 

(Dollars in thousands)

 

June 30,
2013

 

December 31,
2012

 

ASSETS

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current Assets:

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Restricted Cash

 

$

 

$

12

 

Current Maturities of Long-term Debt

 

$

1,601

 

$

1,683

 

Receivables

 

31,157

 

35,325

 

Accounts Payable

 

18,653

 

18,860

 

Inventory

 

41,034

 

36,532

 

Accounts Payable to Affiliate, Net

 

 

4,008

 

Prepaid Expenses

 

1,814

 

697

 

Accrued Expenses

 

6,716

 

5,220

 

Deferred Income Taxes

 

4,943

 

5,283

 

Total Current Liabilities

 

26,970

 

29,771

 

Refundable Income Taxes

 

235

 

242

 

 

 

 

 

 

 

Total Current Assets

 

79,183

 

78,091

 

Other Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Long-term Debt, Less Current Maturities

 

4,395

 

5,168

 

 

 

 

 

 

 

Revolving Credit Facility

 

24,663

 

25,893

 

Property and Equipment, at Cost

 

189,783

 

190,519

 

Deferred Credit

 

3,958

 

4,133

 

Less Accumulated Depreciation

 

(119,133

)

(115,128

)

Accrued Retirement, Health and Life

 

4,913

 

5,096

 

 

 

 

 

 

 

Insurance Benefits

 

987

 

1,000

 

Net Property, Plant and Equipment

 

70,650

 

75,391

 

Other Noncurrent Liabilities

 

4,943

 

5,283

 

 

 

 

 

 

 

Total Liabilities

 

70,829

 

76,344

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Method Investments

 

6,424

 

7,301

 

Stockholders’ Equity

 

87,691

 

86,827

 

Other Assets

 

2,263

 

2,388

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

158,520

 

$

163,171

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

158,520

 

$

163,171

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Structure

 

 

 

 

 

 

 

 

 

 

 

Net Investment in:

 

 

 

 

 

Financed By:

 

 

 

 

 

Working Capital

 

$

52,213

 

$

48,320

 

Long-term Debt*

 

$

29,058

 

$

31,061

 

Property, Plant and Equipment

 

70,650

 

75,391

 

Deferred Liabilities

 

14,801

 

15,512

 

Other Noncurrent Assets

 

8,687

 

9,689

 

Stockholders’ Equity

 

87,691

 

86,827

 

Total

 

$

131,550

 

$

133,400

 

Total

 

$

131,550

 

$

133,400

 

 


*Excludes short-term portion.  Short-term portion is included within working capital.