KANSAS
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45-4082531
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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100 Commercial Street, Atchison, Kansas
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66002
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(Address of principal executive offices)
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(Zip Code)
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Page
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Quarter Ended
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Year to Date Ended
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||||||||||||
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September 30,
2014 |
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September 30,
2013 |
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September 30,
2014 |
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September 30,
2013 |
||||||||
Sales
|
|
$
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83,966
|
|
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$
|
80,709
|
|
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$
|
254,451
|
|
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$
|
253,134
|
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Less: excise taxes
|
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6,451
|
|
|
538
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|
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17,373
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7,164
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Net sales
|
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77,515
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80,171
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|
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237,078
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245,970
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|
||||
Cost of sales (a)
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70,204
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79,356
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214,658
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232,645
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|
||||
Gross profit
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7,311
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|
|
815
|
|
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22,420
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|
|
13,325
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|
||||
Selling, general and administrative expenses
|
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4,966
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|
|
6,760
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15,204
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|
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17,405
|
|
||||
Insurance recoveries
(Note 6)
|
|
(1,293
|
)
|
|
—
|
|
|
(1,223
|
)
|
|
—
|
|
||||
Other operating costs and losses on sale of assets
|
|
1
|
|
|
1
|
|
|
1
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|
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59
|
|
||||
Income (loss) from operations
|
|
3,637
|
|
|
(5,946
|
)
|
|
8,438
|
|
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(4,139
|
)
|
||||
Interest expense, net
|
|
(199
|
)
|
|
(269
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)
|
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(615
|
)
|
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(829
|
)
|
||||
Equity method investment earnings (loss)
|
|
1,621
|
|
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(91
|
)
|
|
7,287
|
|
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(962
|
)
|
||||
Income (loss) from continuing operations before income taxes
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5,059
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(6,306
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)
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15,110
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(5,930
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)
|
||||
Provision (benefit) for income taxes
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(1,169
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)
|
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19
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(1,002
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)
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44
|
|
||||
Net income (loss) from continuing operations
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6,228
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(6,325
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)
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16,112
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(5,974
|
)
|
||||
Discontinued operations, net of tax
(Note 8)
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—
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—
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—
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1,406
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|
||||
Net income (loss)
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6,228
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(6,325
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)
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16,112
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(4,568
|
)
|
||||
Other comprehensive income (loss), net of tax
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(123
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)
|
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(111
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)
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202
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|
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(401
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)
|
||||
Comprehensive income (loss)
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$
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6,105
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|
|
$
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(6,436
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)
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$
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16,314
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|
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$
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(4,969
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)
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Basic and diluted earnings (loss) per share
|
|
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Income (loss) from continuing operations
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$
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0.34
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$
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(0.37
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)
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$
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0.89
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|
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$
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(0.35
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)
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Income from discontinued operations
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—
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—
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—
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0.08
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Net income (loss)
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$
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0.34
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$
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(0.37
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)
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$
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0.89
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$
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(0.27
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)
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Dividends and dividend equivalents per common share
|
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$
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—
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$
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—
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$
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0.05
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$
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0.05
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(a)
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Includes related party purchases of
$10,079
and
$702
for the quarters ended
September 30, 2014
and
2013
, respectively. Includes related party purchases of
$26,220
and
$5,494
for the year to date periods ended
September 30, 2014
and
2013
, respectively. See
Note 2. Equity Method Investments
.
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September 30,
2014 |
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December 31,
2013 |
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Current Assets
|
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Cash and cash equivalents
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$
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—
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$
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2,857
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Receivables (less allowance for doubtful accounts: September 30, 2014 - $7; December 31, 2013 - $18)
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31,550
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27,821
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Inventory
|
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31,465
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|
34,917
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|
||
Prepaid expenses
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1,435
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|
848
|
|
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Deferred income taxes
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2,532
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4,977
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|
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Refundable income taxes
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225
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|
466
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Total current assets
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67,207
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71,886
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Property and equipment
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198,549
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194,687
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Less accumulated depreciation and amortization
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(133,337
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)
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(124,443
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)
|
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Property and equipment, net
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65,212
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70,244
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|
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Equity method investments
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14,364
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7,123
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Other assets
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2,326
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|
|
2,076
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Total assets
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$
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149,109
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$
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151,329
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Current Liabilities
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|
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Current maturities of long-term debt
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$
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2,598
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$
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1,557
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Accounts payable
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14,101
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23,107
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|
||
Accounts payable to affiliate, net
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3,424
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|
1,204
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|
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Accrued expenses
|
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7,987
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|
|
8,282
|
|
||
Total current liabilities
|
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28,110
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|
|
34,150
|
|
||
Long-term debt, less current maturities
|
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8,329
|
|
|
3,611
|
|
||
Revolving credit facility
|
|
5,736
|
|
|
18,000
|
|
||
Deferred credit
|
|
4,259
|
|
|
3,925
|
|
||
Accrued retirement health and life insurance benefits
|
|
3,654
|
|
|
4,423
|
|
||
Other noncurrent liabilities
|
|
706
|
|
|
640
|
|
||
Deferred income taxes
|
|
1,318
|
|
|
4,977
|
|
||
Total liabilities
|
|
52,112
|
|
|
69,726
|
|
||
Commitments and Contingencies
(Note 4)
|
|
|
|
|
|
|
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Stockholders’ Equity
|
|
|
|
|
|
|
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Capital stock
|
|
|
|
|
|
|
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Preferred, 5% non-cumulative; $10 par value; authorized 1,000 shares; issued and outstanding 437 shares
|
|
4
|
|
|
4
|
|
||
Common stock
|
|
|
|
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No par value; authorized 40,000,000 shares; issued 18,115,965 shares at September 30, 2014 and December 31, 2013, 17,635,730 and 17,750,421 shares outstanding at September 30, 2014 and December 31, 2013, respectively
|
|
6,715
|
|
|
6,715
|
|
||
Additional paid-in capital
|
|
9,196
|
|
|
8,728
|
|
||
Retained earnings
|
|
81,891
|
|
|
66,686
|
|
||
Accumulated other comprehensive gain (loss), net of tax
|
|
198
|
|
|
(4
|
)
|
||
Treasury stock, at cost
|
|
|
|
|
|
|
||
Shares of
480,235
and 365,544 at September 30, 2014 and December 31, 2013, respectively
|
|
(1,007
|
)
|
|
(526
|
)
|
||
Total stockholders’ equity
|
|
96,997
|
|
|
81,603
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
149,109
|
|
|
$
|
151,329
|
|
|
|
Year to Date Ended
|
||||||
|
|
September 30,
2014 |
|
September 30,
2013 |
||||
Cash Flows from Operating Activities
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
16,112
|
|
|
$
|
(4,568
|
)
|
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
9,202
|
|
|
8,955
|
|
||
Gain on sale of bioplastics manufacturing business
|
|
—
|
|
|
(1,453
|
)
|
||
Gains on property insurance recoveries
|
|
(1,223
|
)
|
|
—
|
|
||
Release of valuation allowance for deferred tax assets
|
|
(1,215
|
)
|
|
—
|
|
||
Share based compensation
|
|
588
|
|
|
970
|
|
||
Equity method investment (earnings) loss
|
|
(7,287
|
)
|
|
962
|
|
||
Changes in Operating Assets and Liabilities:
|
|
|
|
|
|
|
||
Restricted cash
|
|
—
|
|
|
12
|
|
||
Receivables, net
|
|
(3,729
|
)
|
|
3,529
|
|
||
Inventory
|
|
3,452
|
|
|
(342
|
)
|
||
Prepaid expenses
|
|
(587
|
)
|
|
(541
|
)
|
||
Refundable income taxes
|
|
241
|
|
|
16
|
|
||
Accounts payable
|
|
(8,188
|
)
|
|
(509
|
)
|
||
Accounts payable to affiliate, net
|
|
2,220
|
|
|
(3,491
|
)
|
||
Accrued expenses
|
|
(295
|
)
|
|
1,478
|
|
||
Deferred credit
|
|
334
|
|
|
(340
|
)
|
||
Accrued retirement health and life insurance benefits and other noncurrent liabilities
|
|
(456
|
)
|
|
(680
|
)
|
||
Other
|
|
(414
|
)
|
|
6
|
|
||
Net cash provided by operating activities
|
|
8,755
|
|
|
4,004
|
|
||
Cash Flows from Investing Activities
|
|
|
|
|
|
|
||
Additions to property and equipment
|
|
(4,920
|
)
|
|
(3,571
|
)
|
||
Proceeds from sale of bioplastics manufacturing business
|
|
—
|
|
|
2,797
|
|
||
Proceeds from property insurance recoveries
|
|
1,383
|
|
|
—
|
|
||
Proceeds from sale of property and other
|
|
4
|
|
|
—
|
|
||
Net cash used in investing activities
|
|
(3,533
|
)
|
|
(774
|
)
|
||
Cash Flows from Financing Activities
|
|
|
|
|
|
|
||
Purchase of treasury stock
|
|
(601
|
)
|
|
—
|
|
||
Payment of dividends
|
|
(907
|
)
|
|
(916
|
)
|
||
Principal payments on long-term debt
|
|
(1,162
|
)
|
|
(1,288
|
)
|
||
Proceeds from revolving credit facility
|
|
49,590
|
|
|
83,031
|
|
||
Payments on revolving credit facility
|
|
(54,933
|
)
|
|
(84,057
|
)
|
||
Loan fees incurred with borrowings
|
|
(66
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
|
(8,079
|
)
|
|
(3,230
|
)
|
||
Decrease in cash and cash equivalents
|
|
(2,857
|
)
|
|
—
|
|
||
Cash and cash equivalents, beginning of year
|
|
2,857
|
|
|
—
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Capital
Stock
Preferred
|
|
Issued
Common
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total
|
||||||||||||||
Balance, December 31, 2013
|
|
$
|
4
|
|
|
$
|
6,715
|
|
|
$
|
8,728
|
|
|
$
|
66,686
|
|
|
$
|
(4
|
)
|
|
$
|
(526
|
)
|
|
$
|
81,603
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,112
|
|
|
—
|
|
|
—
|
|
|
16,112
|
|
|||||||
Change in pension plans (a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
(63
|
)
|
|||||||
Change in post employment benefits (a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
310
|
|
|
—
|
|
|
310
|
|
|||||||
Change in translation adjustment on non-consolidated foreign subsidiary, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
|||||||
Dividends and dividend equivalents declared and paid, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(907
|
)
|
|
—
|
|
|
—
|
|
|
(907
|
)
|
|||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
468
|
|
|
—
|
|
|
|
|
|
120
|
|
|
588
|
|
|||||||
Common shares reacquired due to taxes derived from vesting of restricted stock and restricted stock units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(601
|
)
|
|
(601
|
)
|
|||||||
Balance, September 30, 2014
|
|
$
|
4
|
|
|
$
|
6,715
|
|
|
$
|
9,196
|
|
|
$
|
81,891
|
|
|
$
|
198
|
|
|
$
|
(1,007
|
)
|
|
$
|
96,997
|
|
(a)
|
See
Note 9. Employee Benefit Plans
for amounts reclassified from Accumulated Other Comprehensive Income (Loss).
|
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
Finished goods
|
|
$
|
9,707
|
|
|
$
|
11,355
|
|
Barreled distillate
|
|
9,834
|
|
|
10,310
|
|
||
Work in process
|
|
2,672
|
|
|
2,737
|
|
||
Raw materials
|
|
3,593
|
|
|
5,183
|
|
||
Maintenance materials
|
|
5,012
|
|
|
4,766
|
|
||
Other
|
|
647
|
|
|
566
|
|
||
Total
|
|
$
|
31,465
|
|
|
$
|
34,917
|
|
•
|
Level 1 - quoted prices in active markets for identical assets or liabilities accessible by the reporting entity.
|
•
|
Level 2 - observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
•
|
Level 3 - unobservable inputs for an asset or liability. Unobservable inputs should only be used to the extent observable inputs are not available.
|
|
|
Quarter Ended
|
|
Year to Date Ended
|
||||||||||||
|
|
September 30,
2014 |
|
September 30,
2013 |
|
September 30,
2014 |
|
September 30,
2013 |
||||||||
ICP’s Operating results:
|
|
|
|
|
|
|
|
|
||||||||
Net sales (a)
|
|
$
|
53,813
|
|
|
$
|
52,580
|
|
|
$
|
185,460
|
|
|
$
|
146,807
|
|
Cost of sales and expenses (b)
|
|
48,467
|
|
|
53,165
|
|
|
155,214
|
|
|
150,279
|
|
||||
Net income (loss)
|
|
$
|
5,346
|
|
|
$
|
(585
|
)
|
|
$
|
30,246
|
|
|
$
|
(3,472
|
)
|
(a)
|
Includes related party sales to MGPI of
$9,287
and
$110
for the quarters ended
September 30, 2014
and
2013
, respectively, and
$23,905
and
$3,510
for the year to date periods ended
September 30, 2014
and
2013
, respectively.
|
(b)
|
Includes depreciation and amortization of
$738
and
$1,171
for the quarters ended
September 30, 2014
and
2013
, respectively, and
$2,100
and
$3,511
for the year to date periods ended
September 30, 2014
and
2013
, respectively.
|
|
|
Quarter Ended
|
|
Year to Date Ended
|
||||||||||||
|
|
September 30,
2014 |
|
September 30,
2013 |
|
September 30,
2014 |
|
September 30,
2013 |
||||||||
ICP (a)
|
|
$
|
1,604
|
|
|
$
|
(135
|
)
|
|
$
|
7,192
|
|
|
$
|
(1,042
|
)
|
DMI (50% interest)
|
|
17
|
|
|
44
|
|
|
95
|
|
|
80
|
|
||||
|
|
$
|
1,621
|
|
|
$
|
(91
|
)
|
|
$
|
7,287
|
|
|
$
|
(962
|
)
|
(a)
|
The cumulative effect of the change in estimate for the year to date period ended
September 30, 2014
was a decrease in equity method investment earnings of
$1,882
, which reduced the joint venture investment earnings for the same period to
23.8 percent
. The joint venture investment earnings for the quarter ended
September 30, 2014
was
30 percent
, as well as for the quarter and year to date periods ended September 30, 2013.
|
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
ICP (26.4% interest) (a)
|
|
$
|
13,845
|
|
|
$
|
6,653
|
|
DMI (50% interest)
|
|
519
|
|
|
470
|
|
||
|
|
$
|
14,364
|
|
|
$
|
7,123
|
|
(a)
|
The cumulative effect of the change in estimate was a decrease in equity interest in ICP of
$1,882
, which effectively reduced the Company's investment in ICP from
30 percent
to
26.4 percent
at
September 30, 2014
.
|
|
|
Quarter Ended
|
|
Year to Date Ended
|
||||||||||||
|
|
September 30,
2014 |
|
September 30,
2013 |
|
September 30,
2014 |
|
September 30,
2013 |
||||||||
Continuing Operations:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations attributable to shareholders
|
|
$
|
6,228
|
|
|
$
|
(6,325
|
)
|
|
16,112
|
|
|
$
|
(5,974
|
)
|
|
Less: Amounts allocated to participating securities (nonvested shares and units)
(i)
|
|
268
|
|
|
—
|
|
|
692
|
|
|
—
|
|
||||
Net income (loss) from continuing operations attributable to common shareholders
|
|
$
|
5,960
|
|
|
$
|
(6,325
|
)
|
|
$
|
15,420
|
|
|
$
|
(5,974
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Discontinued Operations:
|
|
|
|
|
|
|
|
|
||||||||
Discontinued operations attributable to shareholders
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,406
|
|
Less: Amounts allocated to participating securities (nonvested shares and units)
(i)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Discontinued operations attributable to common shareholders
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,406
|
|
|
|
|
|
|
|
|
|
|
||||||||
Share information:
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares
(ii)
|
|
17,334,330
|
|
|
17,127,523
|
|
|
17,286,258
|
|
|
17,045,001
|
|
||||
Potential dilutive securities
(iii)
|
|
229
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted weighted average common shares
|
|
17,334,559
|
|
|
17,127,523
|
|
|
17,286,258
|
|
|
17,045,001
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
|
$
|
0.34
|
|
|
$
|
(0.37
|
)
|
|
$
|
0.89
|
|
|
$
|
(0.35
|
)
|
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.08
|
|
||||
Net income (loss)
(iv)
|
|
$
|
0.34
|
|
|
$
|
(0.37
|
)
|
|
$
|
0.89
|
|
|
$
|
(0.27
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
|
$
|
0.34
|
|
|
$
|
(0.37
|
)
|
|
$
|
0.89
|
|
|
$
|
(0.35
|
)
|
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.08
|
|
||||
Net income (loss)
(iv)
|
|
$
|
0.34
|
|
|
$
|
(0.37
|
)
|
|
$
|
0.89
|
|
|
$
|
(0.27
|
)
|
(i)
|
Participating securities include
301,598
and
699,612
nonvested restricted shares for the quarters ended
September 30, 2014
and
2013
, respectively, as well as
476,149
and
413,764
restricted share units for the quarters ended
September 30, 2014
and
2013
, respectively.
|
(ii)
|
Under the two-class method, basic weighted average common shares exclude outstanding nonvested, participating securities consisting of restricted share awards of
301,598
and
699,612
for the quarters ended
September 30, 2014
and
2013
, respectively.
|
(iii)
|
Anti-dilutive shares related to stock options totaled
6,000
and
18,000
for the quarters ended
September 30, 2014
and
2013
, respectively, and
8,667
and
18,667
for the year to date periods ended
September 30, 2014
and
2013
, respectively. There were dilutive shares related to stock options totaling
4,000
and
0
for the quarters ended
September 30, 2014
and
2013
, respectively, and
1,333
and
1,333
for the year to date periods ended
September 30, 2014
and
2013
, respectively. The dilutive shares resulted in potential dilutive securities of
229
and
0
for the quarter and year to date periods ended
September 30, 2014
and potential dilutive securities of
0
and
0
for the quarter and year to date periods ended September 30,
2013
, respectively.
|
(iv)
|
See
Note 2. Equity Method Investments
for further discussion of earnings (loss) per share for the year to date period ended
September 30, 2014
.
|
•
|
Our current financial position and our historical results of operations for recent years. The Company generally considers cumulative pre-tax losses in the three-year period ending with the current quarter to be significant negative evidence regarding our future profitability. A pattern of objectively-measured recent financial reporting losses is heavily weighted as a source of negative evidence when relying upon projections of future taxable income to recover deferred tax assets. The Company also considers the historical and current financial trends in the recent years.
|
•
|
Sources of taxable income of the appropriate character. Future realization of deferred tax assets is dependent on projected taxable income of the appropriate character from our continuing operations. Future reversals of existing temporary differences are heavily-weighted sources of objectively verifiable positive evidence. Projections of future taxable income exclusive of reversing temporary differences are a source of positive evidence only when the projections are combined with a history of recent profits and current financial trends and can be reasonably estimated.
|
•
|
Carryback and carryforward periods available. The long carryback and carryforward periods permitted under the tax law are objectively verified positive evidence.
|
•
|
Tax planning strategies. Tax planning strategies can be, depending on their nature, heavily-weighted sources of objectively verifiable positive evidence when the strategies are available and can be reasonably executed. The Company considers tax planning strategies only if they are feasible and justifiable considering its current operations and its strategic plan. Tax planning strategies, if executed, may accelerate the recovery of a deferred tax asset so the tax benefit of the deferred tax asset can be carried back.
|
|
Quarter Ended
|
|
Year to Date Ended
|
||||
|
September 30,
2014 |
|
September 30,
2014 |
||||
Total insurance recoveries
|
$
|
2,058
|
|
|
$
|
2,308
|
|
Insurance recoveries - interruption of business
|
$
|
765
|
|
|
$
|
925
|
|
Less: out-of-pocket expenses related to interruption of business in
Cost of Sales
|
118
|
|
|
328
|
|
||
Net reduction to
Cost of sales
|
$
|
647
|
|
|
$
|
597
|
|
|
|
|
|
||||
Insurance recoveries - property damage
|
$
|
1,293
|
|
|
$
|
1,383
|
|
Less: Net book value of property loss in
Insurance Recoveries
|
—
|
|
|
160
|
|
||
Insurance recoveries
|
$
|
1,293
|
|
|
$
|
1,223
|
|
|
|
Quarter Ended
|
|
Year to Date Ended
|
||||||||||||
|
|
September 30,
2014 |
|
September 30,
2013 |
|
September 30,
2014 |
|
September 30,
2013 |
||||||||
Net Sales to Customers
|
|
|
|
|
|
|
|
|
||||||||
Distillery products
|
|
$
|
63,700
|
|
|
$
|
66,059
|
|
|
$
|
194,035
|
|
|
$
|
200,775
|
|
Ingredient solutions
|
|
13,815
|
|
|
14,112
|
|
|
43,043
|
|
|
44,997
|
|
||||
Other
(i)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198
|
|
||||
Total
|
|
77,515
|
|
|
80,171
|
|
|
237,078
|
|
|
245,970
|
|
||||
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
||||||||
Distillery products
|
|
2,133
|
|
|
2,064
|
|
|
6,334
|
|
|
6,102
|
|
||||
Ingredient solutions
|
|
578
|
|
|
572
|
|
|
1,739
|
|
|
1,742
|
|
||||
Other
(i)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
||||
Corporate
|
|
382
|
|
|
368
|
|
|
1,129
|
|
|
1,090
|
|
||||
Total
|
|
3,093
|
|
|
3,004
|
|
|
9,202
|
|
|
8,955
|
|
||||
Income (Loss) from Continuing Operations before Income Taxes
|
|
|
|
|
|
|
|
|
||||||||
Distillery products
|
|
6,547
|
|
|
(1,647
|
)
|
|
17,963
|
|
|
5,836
|
|
||||
Ingredient solutions
|
|
1,082
|
|
|
1,279
|
|
|
2,828
|
|
|
3,944
|
|
||||
Other
(i)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90
|
)
|
||||
Corporate
|
|
(2,570
|
)
|
|
(5,938
|
)
|
|
(5,681
|
)
|
|
(15,620
|
)
|
||||
Total
|
|
$
|
5,059
|
|
|
$
|
(6,306
|
)
|
|
$
|
15,110
|
|
|
$
|
(5,930
|
)
|
|
|
As of September 30, 2014
|
|
As of December 31, 2013
|
||||
Identifiable Assets
|
|
|
|
|
||||
Distillery products
|
|
$
|
95,052
|
|
|
$
|
97,875
|
|
Ingredient solutions
|
|
24,043
|
|
|
24,954
|
|
||
Other
(i)
|
|
—
|
|
|
—
|
|
||
Corporate
|
|
30,014
|
|
|
28,500
|
|
||
Total
|
|
$
|
149,109
|
|
|
$
|
151,329
|
|
|
|
Quarter Ended
|
|
Year to Date Ended
|
||||||||||||
|
|
September 30,
2014 |
|
September 30,
2013 |
|
September 30,
2014 |
|
September 30,
2013 |
||||||||
Service cost
|
|
$
|
14
|
|
|
$
|
32
|
|
|
$
|
58
|
|
|
$
|
96
|
|
Interest cost
|
|
34
|
|
|
41
|
|
|
116
|
|
|
123
|
|
||||
Amortization of prior service cost
|
|
(66
|
)
|
|
(162
|
)
|
|
(305
|
)
|
|
(485
|
)
|
||||
Amortization of net actuarial loss
|
|
7
|
|
|
7
|
|
|
12
|
|
|
21
|
|
||||
Prior service cost recognized due to current curtailment
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
||||
Total post-retirement benefit cost / (income)
|
|
$
|
(11
|
)
|
|
$
|
(82
|
)
|
|
$
|
(171
|
)
|
|
$
|
(245
|
)
|
|
|
Quarter Ended
|
|
Year to Date Ended
|
||||||||||||
|
|
September 30,
2014 |
|
September 30,
2013 |
|
September 30,
2014 |
|
September 30,
2013 |
||||||||
Interest cost
|
|
$
|
22
|
|
|
$
|
21
|
|
|
$
|
66
|
|
|
$
|
62
|
|
Expected return on plan assets
|
|
(26
|
)
|
|
(29
|
)
|
|
(78
|
)
|
|
(86
|
)
|
||||
Amortization of net actuarial loss
|
|
5
|
|
|
17
|
|
|
15
|
|
|
50
|
|
||||
Total pension benefit cost
|
|
$
|
1
|
|
|
$
|
9
|
|
|
$
|
3
|
|
|
$
|
26
|
|
Stock options granted but not exercised
|
10,000
|
|
Restricted stock to non-employees (authorized but not granted)
|
20,493
|
|
Restricted stock to employees and executives (authorized but not granted)
|
404,349
|
|
Total
|
434,842
|
|
|
Quarter Ended
|
|
Year to Date Ended
|
||||||||||||
|
September 30, 2014
|
|
September 30, 2013
|
|
September 30, 2014
|
|
September 30, 2013
|
||||||||
Balance at beginning of period
|
$
|
547
|
|
|
$
|
83
|
|
|
$
|
1,142
|
|
|
$
|
126
|
|
Provision for additional expense
|
—
|
|
|
—
|
|
|
313
|
|
|
1
|
|
||||
Payments and adjustments
|
(313
|
)
|
|
(16
|
)
|
|
(1,221
|
)
|
|
(60
|
)
|
||||
Balance at end of period
|
$
|
234
|
|
|
$
|
67
|
|
|
$
|
234
|
|
|
$
|
67
|
|
|
|
Quarter Ended
|
|
Year to Date Ended
|
||||||||||||
|
|
September 30,
2014 |
|
September 30,
2013 |
|
September 30,
2014 |
|
September 30,
2013 |
||||||||
Distillery Products
|
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
|
$
|
63,700
|
|
|
$
|
66,059
|
|
|
$
|
194,035
|
|
|
$
|
200,775
|
|
Pre-Tax Income (Loss)
|
|
6,547
|
|
|
(1,647
|
)
|
|
17,963
|
|
|
5,836
|
|
||||
Ingredient Solutions
|
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
|
13,815
|
|
|
14,112
|
|
|
43,043
|
|
|
44,997
|
|
||||
Pre-Tax Income
|
|
1,082
|
|
|
1,279
|
|
|
2,828
|
|
|
3,944
|
|
||||
Other
|
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198
|
|
||||
Pre-Tax Loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90
|
)
|
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
2,857
|
|
Working capital
|
|
39,097
|
|
|
37,736
|
|
||
Credit facility, notes payable and long-term debt outstanding
|
|
16,663
|
|
|
23,168
|
|
||
Amounts available under lines of credit
|
|
36,929
|
|
|
23,920
|
|
||
Stockholders’ equity
|
|
96,997
|
|
|
81,603
|
|
|
|
Year to Date Ended
|
||||||
|
|
September 30, 2014
|
|
September 30, 2013
|
||||
Depreciation and amortization
|
|
$
|
9,202
|
|
|
$
|
8,955
|
|
Capital expenditures
|
|
4,920
|
|
|
3,571
|
|
||
Cash flows from operations
|
|
8,755
|
|
|
4,004
|
|
|
|
Year to Date Ended
|
||||||
|
|
September 30, 2014
|
|
September 30, 2013
|
||||
Cash Flows from Operating Activities
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
16,112
|
|
|
$
|
(4,568
|
)
|
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
9,202
|
|
|
8,955
|
|
||
Gain on sale of bioplastics manufacturing business
|
|
—
|
|
|
(1,453
|
)
|
||
Gains on property insurance recoveries
|
|
(1,223
|
)
|
|
—
|
|
||
Release of valuation allowance for deferred tax assets
|
|
(1,215
|
)
|
|
—
|
|
||
Share based compensation
|
|
588
|
|
|
970
|
|
||
Equity method investment (earnings) loss
|
|
(7,287
|
)
|
|
962
|
|
||
Changes in Operating Assets and Liabilities:
|
|
|
|
|
||||
Restricted cash
|
|
—
|
|
|
12
|
|
||
Receivables, net
|
|
(3,729
|
)
|
|
3,529
|
|
||
Inventory
|
|
3,452
|
|
|
(342
|
)
|
||
Prepaid expenses
|
|
(587
|
)
|
|
(541
|
)
|
||
Refundable income taxes
|
|
241
|
|
|
16
|
|
||
Accounts payable
|
|
(8,188
|
)
|
|
(509
|
)
|
||
Accounts payable to affiliate, net
|
|
2,220
|
|
|
(3,491
|
)
|
||
Accrued expenses
|
|
(295
|
)
|
|
1,478
|
|
||
Deferred credit
|
|
334
|
|
|
(340
|
)
|
||
Accrued retirement health and life insurance benefits and other noncurrent liabilities
|
|
(456
|
)
|
|
(680
|
)
|
||
Other
|
|
(414
|
)
|
|
6
|
|
||
Net cash provided by operating activities
|
|
$
|
8,755
|
|
|
$
|
4,004
|
|
•
|
Receivables increased
$3,729
for the year to date period ended
September 30, 2014
compared to a decrease of
$3,529
for the year to date period ended
September 30, 2013
. The resulting change was primarily due to increased sales sourced from our ICP joint venture and the timing of cash receipts.
|
•
|
Accounts payable decreased
$8,188
for the year to date period ended
September 30, 2014
compared to a decrease of
$509
for the year to date period ended
September 30, 2013
. The resulting change was primarily due to the settlement of accrued expenses related to the proxy contest and the timing of cash disbursements.
|
•
|
Accrued expenses decreased
$295
for the year to date period ended
September 30, 2014
compared to an increase of
$1,478
for the year to date period ended
September 30, 2013
. The decrease in accrued liabilities was primarily due to timing of cash disbursements related to 2013 bonus accruals.
|
|
|
(a) Total
Number of
Shares (or
Units)
Purchased
|
|
|
(b) Average
Price Paid
per Share (or
Unit)
|
|
|
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
(d) Maximum
Number (or
Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs
|
||||||
July 1, 2014 through July 31, 2014
|
|
7,641
|
|
(1)
|
|
$
|
8.30
|
|
(1)
|
|
—
|
|
|
$
|
—
|
|
August 1, 2014 through August 31, 2014
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
||||
September 1, 2014 through September 30, 2014
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||
Total
|
|
7,641
|
|
|
|
|
|
|
—
|
|
|
|
(1)
|
Aggregate number of shares repurchased to satisfy withholding tax obligations under Restricted Stock that vested during the month.
|
Date:
|
November 12, 2014
|
By
|
/s/ Augustus C. Griffin
|
|
|
|
Augustus C. Griffin, President and Chief Executive Officer
|
|
|
|
|
Date:
|
November 12, 2014
|
By
|
/s/ Donald P. Tracy
|
|
|
|
Donald P. Tracy, Vice President, Finance and Chief Financial Officer
|
Exhibit Number
|
Description of Exhibit
|
3.1
|
Certificate of Amendment to Articles of Incorporation of MGP Ingredients, Inc., dated May 22, 2014
|
3.2
|
Amended and Restated Bylaws of MGP Ingredients, Inc., dated July 29, 2014 (Incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed August 4, 2014 (File number 000-17196))
|
*10.1
|
Employment Agreement, dated July 23, 2014, between MGP Ingredients, Inc. and Augustus C. Griffin, Chief Executive Officer
|
*10.2
|
Amendment 2 to Amended and Restated Credit Agreement dated August 5, 2014, between Wells Fargo Bank, National Association and MGP Ingredients, Inc., MGPI Processing, Inc., MGPI Pipeline, Inc. and MGPI of Indiana, LLC
|
*10.3
|
MGP Ingredients, Inc. Agreement as to Award of Restricted Stock Units Granted under the 2014 Equity Incentive Plan
|
*31.1
|
CEO Certification pursuant to Rule 13a-14(a)
|
*31.2
|
CFO Certification pursuant to Rule 13a-14(a)
|
*32.1
|
CEO Certification furnished pursuant to Rule 13a-14(b) and 18 U.S.C. 1350
|
*32.2
|
CEO Certification furnished pursuant to Rule 13a-14(b) and 18 U.S.C. 1350
|
*101
|
The following financial information from MGP Ingredients, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of September 30, 2014, and December 31, 2013, (ii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2014 and 2013, (iii) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2014, and 2013, (iv) Condensed Consolidated Statement of Changes in Stockholders' Equity, and (v) the Notes to Condensed Consolidated Financial Statements.
|
|
|
*Filed herewith
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent and as sole Lender
By: /s/ Brandi Whittington Name: Brandi Whittington Title: AVP / Authorized Signatory |
|
MGP INGREDIENTS, INC.
By: /s/ Don Tracy Name: Don Tracy Title: CFO |
|
MGPI PIPELINE, INC.
By: /s/ Don Tracy Name: Don Tracy Title: CFO |
|
MGPI PROCESSING, INC.
By: /s/ Don Tracy Name: Don Tracy Title: CFO |
|
MGPI OF INDIANA, LLC
By: /s/ Don Tracy Name: Don Tracy Title: CFO |
13.
|
Parties
:
|
(a)
|
Wells Fargo Bank, National Association ("
WF
"), as Administrative Agent ("
Agent
")
150 S. Wacker Drive, Suite 2200 Chicago, Illinois 60606 |
(b)
|
MGPI Processing, Inc. ("
MGPI Processing
"),
MGPI Pipeline, Inc. (" MGPI Pipeline "), MGPI of Indiana, LLC (" MGPI Indiana "; together with MGPI Pipeline and MGPI Processing, " Borrowers ") 100 Commercial Street Atchison, Kansas 66002 |
(c)
|
MGP Ingredients, Inc. ("
Parent
")
100 Commercial Street Atchison, Kansas 66002 |
(d)
|
Thunderbird Real Estate Holdings, LLC ("
New Subsidiary
")
100 Commercial Street Atchison, Kansas 66002 |
14.
|
Counsel to Parties
:
|
(a)
|
Counsel to Agent:
Goldberg Kohn Ltd. 55 East Monroe Street, Suite 3300 Chicago, Illinois 60603 |
(b)
|
Counsel to Parent, Borrowers and New Subsidiary ("
Loan Parties
"):
Bryan Cave LLP One Kansas City Place 1200 Main Street, Suite 3500 Kansas City, Missouri 64105 |
15.
|
Closing Documents
:
|
(a)
|
Loan and Security Documents
:
|
(i)
|
Amendment No. 2 to Amended and Restated Credit Agreement
|
(ii)
|
Joinder to Guaranty and Security Agreement, together with Schedules thereto (New Subsidiary)
|
(iii)
|
UCC Financing Statement (New Subsidiary)
|
(iv)
|
Pledged Interests Addendum (MGPI Processing)
|
(A)
|
Irrevocable Proxy (MGPI Processing)
|
(B)
|
Registration Page (New Subsidiary)
|
(v)
|
Joinder to Intercompany Subordination Agreement (New Subsidiary)
|
(vi)
|
Insurance deliveries:
|
(A)
|
Certificates of insurance with respect to property, casualty and business interruption policies, showing New Subsidiary as a named insured, and Agent as certificate holder and lender's loss payee, with lender's loss payable clause in favor of Agent
|
(B)
|
Certificates of insurance with respect to liability and other third party policies, showing New Subsidiary as a named insured, and Agent as certificate holder and additional insured party, including additional insured endorsement in favor of Agent
|
(b)
|
Collateral Due Diligence
:
|
(i)
|
Summary of pre-closing UCC, tax, judgment and suit searches (New Subsidiary)
|
(ii)
|
Summary of pre-closing IP searches (New Subsidiary)
|
(c)
|
Corporate Documents/Opinions:
|
(i)
|
Secretary's Certificate with respect to New Subsidiary's Certificate of Incorporation/Formation, Bylaws/Limited Liability Company Agreement, resolutions and incumbency of officers
|
(ii)
|
Good Standing Certificates for New Subsidiary (Delaware)
|
(iii)
|
Opinion of Counsel re joinder of New Subsidiary to Loan and Security Documents
|
1.
|
Definitions
. Unless otherwise defined in this Agreement, defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.
|
2.
|
Construction
. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term "or" is not intended to be exclusive, unless the context clearly requires otherwise.
|
3.
|
Issuance of Restricted Stock Units
. Pursuant to action of the Board of Directors of the Company, as of the Date of Grant, the Company awards to the Participant the number of Restricted Stock Units identified above; provided, however, that the Restricted Stock Units hereby awarded are nontransferable by the Participant during the Vesting Period (defined below in
Section 5
). The Restricted Stock Units are being issued by the Company to the Participant as a Restricted Stock Unit award pursuant to the terms and provisions of the Plan, a true copy of which is attached hereto as
Exhibit A
and incorporated herein by reference.
|
4.
|
Issuance of Shares of Stock
. Subject to the provisions of
Section 8
below, the Company shall issue to the Participant a number of whole shares of Stock equal to the number of vested Restricted Stock Units then held by the Participant rounded down to the nearest whole number, on a date (the "
Settlement Date
") within thirty (30) days following the date a Restricted Stock Unit becomes vested. Such shares of Stock shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to
Section 8
or any applicable law, rule or regulation. On the Settlement Date, the Company may pay to the Participant cash in lieu of any fractional share of Stock represented by a fractional Restricted Stock Unit subject to this Agreement in an amount equal to the Fair Market Value of such fractional share of Stock on the date the Restricted Stock Unit becomes vested.
|
5.
|
Vesting of Restricted Stock Units
. Subject to the provisions of the Plan, the Restricted Stock Units shall vest in the Participant upon the Participant’s completion of three (3) full years of service on _________ as ________ ("
Vesting Period
") commencing on _______. The Restricted Stock Units awarded to the Participant shall be forfeited to the Company if the Participant resigns as __________during his or her term and prior to the end of the Vesting Period.
|
6.
|
Payment
. On the date any Restricted Stock Units granted pursuant to the Agreement vest, the Company shall transfer a number of shares of Stock to the Participant (or such other person entitled to receive payment pursuant to this Agreement and the Plan) equal to the number of Restricted Stock Units that vest on such vesting date. The Participant shall not be required to make any additional payment of consideration upon settlement of a Restricted Stock Unit.
|
7.
|
Forfeiture
. If the Participant’s employment with the Company, or an Affiliate thereof, is terminated, other than by reason of the Participant’s death or disability (within the meaning of Section 22(e)(3) of the Code) or upon a Change in Control, then any Restricted Stock Units that have not previously vested shall be forfeited by the Participant to the Company. The Participant shall thereafter have no right, title or interest whatever in such Restricted Stock Units. If the Participant ceases to be an employee by reason of disability (as defined in the Social Security eligibility provisions, 42 U.S.C. Section 421, and the regulations promulgated thereunder) or death prior to the vesting of any shares of Stock pursuant to
Section 5
hereof, the Participant or the Participant’s estate shall become immediately vested, as of the date of such disability or death, in the shares of Stock. No transfer by will or by laws of descent and distribution of any shares of Stock which vest by reason of Participant’s death shall be effective to bind the Company, unless the Company shall have been furnished with written notice of such transfer and a copy of the will or such other evidence as the Company may deem necessary to establish the validity of the transfer.
|
8.
|
Restrictions on Grant of the Restricted Stock Units and Issuance of Shares of Stock
. The grant of the Restricted Stock Units and issuance of shares of Stock upon settlement of the Restricted Stock Units shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities, including requirements as amended after grant of the Restricted Stock Units. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the shares of Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Restricted Stock Unit shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.
|
9.
|
Tax Withholding
. At the time the Restricted Stock Units are granted, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from the Restricted Stock Units such number of shares of Stock, valued at their Fair Market Value on the date so used, as may be required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Restricted Stock Units or the issuance of shares of Stock in settlement thereof. The Company shall reduce the number of shares issued to the Participant on the Settlement Date by the number of shares required to cover the tax withholding as of such date, such shares to be valued at their Fair Market Value on the date the Restricted Stock Units become vested. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Company have been satisfied by the Participant.
|
10.
|
Restriction on Transfer
. The Participant may not sell, assign, transfer, pledge, hypothecate, or otherwise dispose of any Restricted Stock Units to any other person or entity during the Vesting Period. Any disposition or purported disposition made in violation of this
Section 10
shall be null and void, and the Company shall not recognize or give effect to such disposition on its books and records.
|
11.
|
Fractional Shares
. The Company shall not be required to issue fractional shares upon the settlement of a Restricted Stock Unit.
|
12.
|
Employment
. This Agreement shall not give the Participant any right to continued employment with the Company or any Affiliate, and the Company or any Affiliate employing the Participant may terminate such employment or otherwise treat the Participant without regard to the effect it may have upon the Participant or any Restricted Stock Units under this Agreement.
|
13.
|
Other Benefit and Compensation Programs
. Neither the Restricted Stock Units nor the shares of Stock into which the Restricted Stock Units are settled shall be deemed a part of the Participant's regular, recurring compensation for purposes of the termination, indemnity, or severance pay law of any country and shall not be included in, nor have any effect on, the determination of benefits under any other Participant benefit plan, contract, or similar arrangement provided by the Company or any Affiliate unless expressly so provided by such other plan, contract, or arrangement, or unless the Committee determines that the Restricted Stock Units, or a portion thereof, should be included to accurately recognize that the Restricted Stock Unit grant has been made in lieu of a portion of competitive cash compensation, if such is the case.
|
14.
|
Rights as a Stockholder, Director, Participant or Consultant
. The Participant shall have no rights as a stockholder with respect to any shares of Stock which may be issued in settlement of this grant until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) or, if elected by the Company, the book entry representing such shares. No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued or such entry is made on the books, as applicable, except as determined in the discretion of the Committee.
|
15.
|
Legends
. The Company may at any time place legends or notations on the respective book entries, as applicable, referencing any applicable federal, state or foreign securities law restrictions on all certificates or book entries representing shares of Stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates, if issued by the Company, representing shares acquired pursuant to this grant in the possession of the Participant in order to carry out the provisions of this
Section 15
.
|
16.
|
Interpretation of This Agreement
. All decisions and interpretations made by the Committee with regard to any question arising under this Agreement or the Plan shall be binding and conclusive upon the Company, any Affiliate and the Participant. In the event that there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.
|
17.
|
Certificate Registration
. Any certificate for the shares as to which the Restricted Stock Unites are settled, if issued by the Company, shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.
|
18.
|
Controlling Provisions
. The provisions of the Plan shall apply to the award made under this Agreement. In the event of a conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will control.
|
19.
|
Miscellaneous
. This Agreement is entered into pursuant to the Plan and is subject to all of the terms and conditions contained in the Plan. A copy of the Plan is on file with the Company; and, by acceptance hereof, the Participant agrees and accepts this Agreement subject to the terms of the Plan. This Agreement shall be binding upon and inure to the benefit of any successor of the Company. This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas. This Agreement contains all terms and conditions with respect to the subject matter hereof and no amendment, modification or other change hereto shall be of any force or effect unless and until set forth in a writing executed by the Participant and the Company.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of MGP Ingredients, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 12, 2014
|
|
|
|
|
|
/s/ Augustus C. Griffin
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of MGP Ingredients, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 12, 2014
|
|
|
|
|
|
/s/ Don Tracy
|
|
|
|
Vice President, Finance and Chief Financial Officer
|
Dated:
|
November 12, 2014
|
|
|
|
|
|
/s/ Augustus C. Griffin
|
|
|
|
Augustus C. Griffin
|
|
|
|
President and Chief Executive Officer
|
Dated:
|
November 12, 2014
|
|
|
|
|
|
/s/ Don Tracy
|
|
|
|
Don Tracy
|
|
|
|
Vice President, Finance and Chief Financial Officer
|