(Mark One)
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X
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Kansas
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48-0531200
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(State or Other Jurisdiction
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(I.R.S. Employer
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of Incorporation or Organization)
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Identification No.)
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100 Commercial Street, Box 130, 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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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, no par value
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NASDAQ Global Select Market
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(1)
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Portions of the MGP Ingredients, Inc. Proxy Statement for the Annual Meeting of Stockholders to be held on
May 19, 2016
are incorporated by reference into Part III of this report to the extent set forth herein.
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Selected Financial Data
and Supplementary Financial Information
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Consolidated Statements of Operations – Years Ended December 31, 201
5, 2014 and 2013
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Consolidated Balance Sheets - December 31, 2015 and 2014
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Consolidated Statements of Cash Flows – Years Ended December 31, 201
5, 2014 and 2013
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Name
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Age
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Position
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First elected to officer position
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Augustus C. Griffin
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56
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President and Chief Executive Officer
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2014
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Thomas K. Pigott
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51
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Vice President, Finance and Chief Financial Officer
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2015
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Stephen J. Glaser
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55
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Vice President, Production and Engineering
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2015
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David E. Dykstra
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52
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Vice President, Alcohol Sales and Marketing
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2009
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Michael R. Buttshaw
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53
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Vice President, Ingredient Sales and Marketing
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2014
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David E. Rindom
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60
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Vice President and Chief Administrative Officer
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2000
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•
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Because our brands are early in their growth cycle or have not yet been developed, they have not achieved extensive brand recognition. Accordingly, if consumers do not accept our brands, we will not be able to penetrate our markets and our growth may be limited.
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•
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We depend, in part, on the marketing initiatives and efforts of our independent distributors in promoting our products and creating consumer demand and we have limited or no control regarding their promotional initiatives or the success of their efforts.
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•
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We depend on our independent distributors to distribute our products. The failure or inability of even a few of our independent distributors to adequately distribute our products within their territories could harm our sales and result in a decline in our results of operations.
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•
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The Company competes for shelf space in retail stores and for marketing focus by its independent distributors, most of whom carry extensive product portfolios.
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•
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The laws and regulations of several states prohibit changes of independent distributors, except under certain limited circumstances, making it difficult to terminate an independent distributor for poor performance without reasonable cause, as defined by applicable statutes. Any difficulty or inability to replace independent distributors, poor performance of the Company’s major independent distributors or the Company’s inability to collect accounts receivable from its major independent distributors could harm the Company’s business. There can be no assurance that the independent distributors and retailers the Company uses will continue to purchase the Company’s products or provide Company products with adequate levels of promotional support.
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Sales Price
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Dividend
Per Share
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||||||||
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High
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Low
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|||||||
2015
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||||||
First Quarter
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$
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16.71
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$
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13.06
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$
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0.06
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Second Quarter
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19.22
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12.32
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—
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Third Quarter
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17.31
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12.85
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—
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Fourth Quarter
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27.56
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15.56
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—
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$
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0.06
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||||
2014
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||||||
First Quarter
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$
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6.75
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$
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5.16
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$
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0.05
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Second Quarter
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8.05
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5.16
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—
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Third Quarter
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13.64
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7.20
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—
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Fourth Quarter
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17.04
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11.16
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—
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$
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0.05
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(a) Total
Number of
Shares (or
Units)
Purchased
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(b) Average
Price Paid
per Share (or
Unit)
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(c) Total
Number of
Shares (or
Units)
Purchased as
Part of
Publicly
Announced
Plans or
Programs
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(d) Maximum
Number (or
Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs
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|||||
October 1, 2015 through October 31, 2015
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2,446
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(a)
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$
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17.09
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—
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—
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November 1, 2015 through November 30, 2015
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—
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—
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—
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—
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December 1, 2015 through December 31, 2015
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—
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—
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—
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—
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Total
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2,446
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—
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(a)
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Aggregate number of shares repurchased as part of net exercises of stock options.
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Year Ended December 31,
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Six Months Ended December 31,
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Year Ended June 30,
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2015
(a)
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2014
(a),(b)
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2013
(c)
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2012
(d)
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2011
(e)
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2011
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Statement of Operations Data:
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Net sales
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$
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327,604
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$
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313,403
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$
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323,264
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$
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334,335
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$
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146,477
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$
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247,915
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Income (loss) from continuing operations before income taxes
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$
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38,418
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$
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25,940
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$
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(6,521
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)
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$
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1,942
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$
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2,329
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$
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(1,245
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)
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Net income (loss)
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$
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26,191
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$
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23,675
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$
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(4,929
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)
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$
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1,624
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$
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10,635
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$
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(1,313
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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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1.48
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$
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1.32
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$
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(0.34
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)
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$
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0.09
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$
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0.59
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$
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(0.07
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)
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Income from discontinued operations
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—
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—
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0.05
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—
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—
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—
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Net income (loss)
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$
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1.48
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$
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1.32
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$
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(0.29
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)
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$
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0.09
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$
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0.59
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$
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(0.07
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)
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Total assets
(f)(g)
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$
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194,310
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$
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160,215
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$
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151,329
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$
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163,171
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$
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169,157
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$
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136,483
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Long-term debt, less current maturities
(f)(g)
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$
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30,115
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$
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7,286
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$
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21,611
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$
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31,061
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$
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6,852
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|
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$
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7,702
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(a)
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During 2015 and 2014, we determined that we would more likely than not realize a portion of our deferred tax asset and reduced the valuation allowance by
$2,385
and $7,446, respectively.
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(b)
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In January 2014 and October 2014, we experienced a fire at one of our facilities. Insurance recoveries totaled
$8,290
for 2014.
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(c)
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In connection with the proxy contest related to the Company’s 2013 Annual Meeting of stockholders, the Company was involved in various proceedings with respect to MGP Ingredients, Inc. Voting Trust, the 2013 Annual Meeting and the Special Committee of the Board of Directors (the “Proceedings”) and incurred $5,465 of expenses in 2013.
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(d)
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Net income for 2012 includes a $4,055 gain related to the sale of a 20 percent interest in our joint venture, ICP.
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(e)
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On August 25, 2011, the Board of Directors amended the Company’s bylaws to effect a change in the fiscal year end from June 30 to December 31. Amounts for the six month transition period ended December 31, 2011 include a $13,048 bargain purchase gain (net of taxes of $8,336) related to the acquisition of substantially all the assets used by LDI in its beverage alcohol business. Amounts for the six month transition period ended December 31, 2011 include a $1,301 impairment of long lived assets.
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(f)
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In November 2015, the FASB issued ASU 2015-17,
Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.
The ASU is effective for public business entities for interim and annual periods in fiscal years beginning after December 15, 2016. The intent of the new standard was to simplify reporting of deferred taxes. As such, the standard allows netting of current and non-current deferred taxes within a reporting jurisdiction and the resulting deferred tax assets and liabilities are presented as non-current in the Company’s Consolidated Balance Sheets at December 31, 2015. The Company elected to early adopt the ASU on a prospective basis. As a result, the balance sheet classifications for year ended December 31, 2014, 2013, and 2012 were not adjusted to be consistent with 2015 reporting. The six months ended December 31, 2011 and the year ended June 30, 2011 were also not adjusted to be consistent with 2015 reporting.
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(g)
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In April 2015, the FASB issued ASU No. 2015-03,
Interest - Imputation of Interest (Subtopic 835-30)
, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Our consolidated balance sheets have been adjusted and retrospectively adjusted at December 31, 2015 and 2014, respectively, for the presentation of debt issuance costs as required by ASU 2015-03. As of December 31, 2015 and December 31, 2014, we had
$636
and
$384
,
respectively,
of unamortized loan fees related to our debt that was reclassified as a direct deduction from the carrying amount of the related debt liability in the consolidated balance sheets. Years ended December 31, 2013 and 2012 were not adjusted to be consistent with 2015 and 2014 reporting. The six months ended December 31, 2011 and the year ended June 30, 2011 were also not adjusted to be consistent with 2015 and 2014 reporting.
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•
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Overview
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•
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Results of Operations
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•
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Distillery Products Segment
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•
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Ingredient Solutions Segment
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•
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Cash Flow, Financial Condition and Liquidity
|
•
|
Off Balance Sheet Obligations
|
•
|
Critical Accounting Policies and Estimates
|
•
|
New Accounting Pronouncements
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•
|
Our shift in sales mix to higher margin products has led to increased net sales of food grade alcohol, which includes beverage alcohol, in 2015 of
10.5 percent
over 2014.
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•
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In the ingredient solutions segment, the shift in sales mix to higher margin products led to growth in net sales of specialty wheat starches of
6.3 percent
over 2014.
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•
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We announced our first retail-distributed brand, Metze's Select Limited Edition Indiana Straight Bourbon Whiskey which was made available for retail sale in September 2015. This product received an "outstanding" rating from a prominent industry publication, Whiskey Advocate. We feel this brand-launch showcases our range of expertise and strengthens our reputation with trade and consumer groups.
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•
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Capital Expenditures:
Capital expenditures focus largely on supporting innovation and product development, improving operational reliability, and strengthening our ability to support all aspects of growth in the whiskey category.
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•
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Select Inventories:
As demand grows for American whiskeys, in both the United States and global markets, we are building our inventories of aged premium whiskeys to fully participate in this growth. This initiative helps us build strong partnerships and open new relationships with potential customers, in addition to supporting the development of our own brands.
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•
|
Selling, General, and Administrative Expenses ("SG&A"):
As needed to support our long-term growth objectives, resources and capabilities are being added, particularly in sales and marketing, as well as in research and development.
|
•
|
Regarding our
Capital Expenditures
growth strategy:
|
1.
|
On October 21, 2015, we announced a
$16,400
major expansion in warehousing capacity on a 20-acre campus adjoining the Company's current Lawrenceburg facility. In December 2015, our Board of Directors approved an additional $3,800 for a portion of the next phase of the project, for a total approved investment of
$20,200
. The program includes both the refurbishment of existing warehouse buildings and the construction of new warehouses. The program is intended to significantly increase the current barrel capacity at our Lawrenceburg facility and is expected to be completed by the end of 2016.
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2.
|
In 2015 we replaced the dryer that was damaged at the Lawrenceburg facility in January 2014 with a new, state-of-the-art dryer that will move us forward in our commitment to support the growing whiskey category.
|
•
|
Regarding our
Select Inventories
growth strategy:
|
•
|
Regarding our
SG&A
growth strategy:
|
1.
|
Clodualdo "Ody" Maningat, Ph.D., was announced as our Vice President of Ingredients Research and Development and Chief Science Officer in October 2015. Dr. Maningat leads our ingredient solutions research and innovation efforts.
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2.
|
In October 2015, Stephen J. Glaser was announced as successor to Randall M. Schrick in the position of Vice President of Production and Engineering. Mr. Glaser's promotion followed the June 2015 announcement of Mr. Schrick’s retirement effective December 31, 2015. Mr. Schrick has a consulting agreement with MGP with an initial term from January 1, 2016, to December 31, 2018, and, under the agreement, Mr. Schrick will provide consulting with respect to such business matters as he previously provided services as an employee.
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3.
|
Effective in September 2015, Thomas K. Pigott, previously a long-time executive for Kraft Foods Group, became our new Vice President, Finance, and Chief Financial Officer.
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4.
|
David Colo, the Executive Vice President and Chief Operating Office of Diamond Foods, Inc., was elected to our board of directors in August 2015 to fill the vacancy created by the retirement of Cloud L. Cray, Jr.
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•
|
We have taken steps to reduce our production costs by improving our production process.
|
•
|
In
2015
, we entered into a supply contract with Consolidated Grain and Barge ("CGB") for delivery of grain to our Lawrenceburg facility. We also renewed our supply contract with Ardent Mills for delivery of wheat flour to our Atchison facility. These contracts permit us to purchase grain and wheat flour for delivery up to 12 months into the future at negotiated prices, based on a formula using several factors. We typically enter contracts for future delivery to protect margins on contracted alcohol sales, expected ingredient sales, and general usage.
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•
|
In recognition of our heritage, contributions, and commitment to the support and building of the whiskey industry, in December 2015, we were named Distiller of the Year by Whiskey Advocate, one of the most prominent publications in the global spirits industry.
|
•
|
Supporting our commitment to playing an increasingly important role in our industry, in October 2015 we joined The Distilled Spirits Council, a trade association for producers and marketers of distilled spirits sold in the United States.
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•
|
Reflective of our continued positive momentum in executing our strategic plan, in June 2015, we were added to the Russell 2000 and the Russell 3000 index funds for the next 12 months. Russell indexes are widely used by investment managers and institutional investors for both index funds and as benchmarks for passive and active investment strategies.
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•
|
Recognizing our commitment to our stakeholders, in December 2015, we received regional distinction for the diversity represented on our Board of Directors as a recipient of the Circle of Champions Award from Central Exchange of Kansas City, a venue established in 1980 for women and men seeking to reach their full personal and professional potential.
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•
|
In 2015, we partnered with various non-profit organizations in Lawrenceburg and Greendale, Indiana, and in Atchison, Kansas, such as the United Way, "Boxes of Blessing," Big Brothers and Big Sisters, and The Salvation Army to support our communities.
|
•
|
In November 2015, we were honored as Large Business of the Year by the Dearborn County Chamber of Commerce in Lawrenceburg, Indiana, and in January 2016, we were honored as the 2015 Business of the Year by the Atchison Area Chamber of Commerce in Atchison, Kansas.
|
•
|
In September 2015, we purchased 950,000 shares of our Common Stock, for $14,488 in a privately-negotiated transaction with F2 SEA, Inc., an affiliate of SEACOR Holdings, Inc. pursuant to a Stock Repurchase Agreement. SEACOR Holdings, Inc. is the 70 percent owner of ICP, the Company's
30 percent
equity method investment.
|
•
|
On February 27, 2015, we entered into a five year, $80,000 revolving loan pursuant to a Second Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as Administrative Agent. This capital, along with our operating cash flows, will provide us support for our growth initiatives (see Note 4).
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|
Year Ended December 31,
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|
%
|
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 v. 2014
|
|
2014 v. 2013
|
|
||||||||
Net sales
|
$
|
327,604
|
|
|
$
|
313,403
|
|
|
$
|
323,264
|
|
|
4.5
|
%
|
|
(3.1
|
)%
|
|
Cost of sales
|
269,071
|
|
|
284,972
|
|
|
302,025
|
|
|
(5.6
|
)
|
|
(5.6
|
)
|
|
|||
Gross profit
|
58,533
|
|
|
28,431
|
|
|
21,239
|
|
|
105.9
|
|
|
33.9
|
|
|
|||
Gross margin %
|
17.9
|
%
|
|
9.1
|
%
|
|
6.6
|
%
|
|
8.8
|
|
pp
(a)
|
2.5
|
|
pp
|
|||
Operating income (loss)
|
32,850
|
|
|
16,619
|
|
|
(5,199
|
)
|
|
97.7
|
|
|
n/a
|
|
|
|||
Operating margin %
|
10.0
|
%
|
|
5.3
|
%
|
|
(1.6
|
)%
|
|
4.7
|
|
pp
|
6.9
|
|
pp
|
|||
Equity method investment earnings (loss)
|
6,102
|
|
|
10,137
|
|
|
(204
|
)
|
|
(39.8
|
)
|
|
n/a
|
|
|
|||
Interest expense
|
(534
|
)
|
|
(816
|
)
|
|
(1,118
|
)
|
|
(34.6
|
)
|
|
(27.0
|
)
|
|
|||
Income (loss) from continuing operations before income taxes
|
38,418
|
|
|
25,940
|
|
|
(6,521
|
)
|
|
48.1
|
|
|
n/a
|
|
|
|||
Income tax expense (benefit)
|
12,227
|
|
|
2,265
|
|
|
(714
|
)
|
|
439.8
|
|
|
n/a
|
|
|
|||
Effective tax expense / benefit rate %
|
31.8
|
%
|
|
8.7
|
%
|
|
10.9
|
%
|
|
23.1
|
|
pp
|
(2.2
|
)
|
pp
|
|||
Net income (loss) from continuing operations
|
26,191
|
|
|
23,675
|
|
|
(5,807
|
)
|
|
10.6
|
|
|
n/a
|
|
|
|||
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
878
|
|
|
—
|
|
|
(100.0
|
)
|
|
|||
Net income (loss)
|
$
|
26,191
|
|
|
$
|
23,675
|
|
|
$
|
(4,929
|
)
|
|
10.6
|
%
|
|
n/a
|
|
|
Net income (loss) margin %
|
8.0
|
%
|
|
7.6
|
%
|
|
(1.5
|
)%
|
|
0.4
|
|
pp
|
9.1
|
|
pp
|
|
|
|
Operating income
|
|
Change
|
Operating income (loss)
|
|
Change
(c)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating income (loss) for 2014 and 2013
|
|
$
|
16,619
|
|
|
|
|
$
|
(5,199
|
)
|
|
|
|
||
|
Increase in gross profit - distillery products segment
(a)
|
|
28,330
|
|
|
170.5
|
|
pp
(b)
|
8,023
|
|
|
n/a
|
|
||
|
Change in gross profit - ingredient solutions segment
(a)
|
|
1,772
|
|
|
10.7
|
|
pp
|
(887
|
)
|
|
n/a
|
|
||
|
Change in gross profit - other segment
|
|
—
|
|
|
—
|
|
pp
|
56
|
|
|
n/a
|
|
||
|
Change in SG&A
|
|
(5,582
|
)
|
|
(33.6
|
)
|
pp
|
6,101
|
|
|
n/a
|
|
||
|
Change in insurance recoveries
|
|
(8,290
|
)
|
|
(49.9
|
)
|
pp
|
8,290
|
|
|
n/a
|
|
||
|
Other
|
|
1
|
|
|
—
|
|
pp
|
235
|
|
|
n/a
|
|
||
Operating income for 2015 and 2014
|
|
$
|
32,850
|
|
|
97.7
|
%
|
|
$
|
16,619
|
|
|
n/a
|
(c)
|
|
Year Ended December 31,
|
|
%
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 v. 2014
|
|
2014 v. 2013
|
||||||||
Basic and diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating income (loss)
|
$
|
1.48
|
|
|
$
|
1.32
|
|
|
$
|
(0.34
|
)
|
|
12.1
|
%
|
|
n/a
|
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
$
|
0.05
|
|
|
—
|
|
|
(100.0
|
)
|
||
Net income (loss)
|
$
|
1.48
|
|
|
$
|
1.32
|
|
|
$
|
(0.29
|
)
|
|
12.1
|
%
|
|
n/a
|
|
|
|
|
Basic and Diluted EPS
|
|
Change
|
|
Basic and Diluted EPS
|
|
Change
(c)
|
|
|||||
|
Basic and diluted earnings (loss) per share for 2014 and 2013
|
|
$
|
1.32
|
|
|
|
|
$
|
(0.29
|
)
|
|
|
|
|
|
Change in operations
(a)
|
|
1.30
|
|
|
98.5
|
|
pp
(b)
|
0.70
|
|
|
n/a
|
|
||
|
Change in insurance recoveries
(a)
|
|
(0.44
|
)
|
|
(33.3
|
)
|
pp
|
0.43
|
|
|
n/a
|
|
||
|
Change in equity method investments
(a)
|
|
(0.21
|
)
|
|
(15.9
|
)
|
pp
|
0.54
|
|
|
n/a
|
|
||
|
Change in interest expense
(a)
|
|
0.01
|
|
|
0.7
|
|
pp
|
0.02
|
|
|
n/a
|
|
||
|
Change in discontinued operations
(a)
|
|
—
|
|
|
—
|
|
pp
|
(0.05
|
)
|
|
n/a
|
|
||
|
Change in weighted average shares outstanding
(d)
|
|
0.02
|
|
|
1.5
|
|
pp
|
(0.02
|
)
|
|
n/a
|
|
||
|
Change in effective tax rate
|
|
(0.52
|
)
|
|
(39.4
|
)
|
pp
|
0.04
|
|
|
n/a
|
|
||
|
Earnings allocated to participating securities
(e)
|
|
—
|
|
|
—
|
|
pp
|
(0.05
|
)
|
|
n/a
|
|
||
|
Basic and diluted earnings (loss) per share for 2015 and 2014
|
|
$
|
1.48
|
|
|
12.1
|
%
|
|
$
|
1.32
|
|
|
n/a
|
(c)
|
(a)
|
Changes are net of tax based on the effective tax rate for each base year.
|
(b)
|
Percentage points ("pp").
|
(c)
|
2013 versus 2014 is "n/a" due to a net loss per share in the base year.
|
(d)
|
Weighted average shares outstanding change primarily due to the vesting of employee restricted stock units, the granting of Common Stock to directors, the purchase of vested stock by the Company from employees to pay withholding taxes, and repurchases by the Company of Common Stock. In September, 2015, our Board of Directors authorized the purchase of 950,000 shares of our Common Stock in a privately negotiated transaction with F2 SEA Inc., an affiliate of SEACOR Holdings Inc. pursuant to a Stock Repurchase Agreement. On September 1, 2015, we completed this purchase. SEACOR Holdings, Inc. is the
70 percent
owner of ICP, the Company's
30 percent
equity method investment (see Notes 6 and 8).
|
(e)
|
Earnings per share is computed by dividing net income (loss) from continuing operations attributable to common shareholders by the weighted average shares outstanding during each year. Earnings allocated to participating securities, which includes nonvested restricted stock and RSUs, are subtracted from net operating income (loss), resulting in net operating income (loss) attributable to common shareholders (see Note 6).
|
|
DISTILLERY PRODUCTS NET SALES
|
|
||||||||||||||||
|
Year Ended December 31,
|
|
Year-versus-Year Net Sales Change Increase/ (Decrease)
|
|
Year-versus-Year Volume Change
|
|
||||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|
% Change
|
|
||||||||
|
Amount
|
|
Amount
|
|
|
|
|
|||||||||||
Food grade alcohol
(a)
|
$
|
230,264
|
|
|
$
|
208,375
|
|
|
$
|
21,889
|
|
|
10.5
|
%
|
|
|
|
|
Fuel grade alcohol
(a)
|
7,366
|
|
|
12,987
|
|
|
(5,621
|
)
|
|
(43.3
|
)
|
|
|
|
||||
Distillers feed and related co-products
|
26,182
|
|
|
30,361
|
|
|
(4,179
|
)
|
|
(13.8
|
)
|
|
|
|
||||
Warehouse revenue
|
6,413
|
|
|
4,838
|
|
|
1,575
|
|
|
32.6
|
|
|
|
|
||||
Total distillery products
|
$
|
270,225
|
|
|
$
|
256,561
|
|
|
$
|
13,664
|
|
|
5.3
|
%
|
|
(1.5
|
)%
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(a)
Volume change for alcohol products
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Other Financial Information
|
|
|
|
||||||||||||||
|
Year Ended December 31,
|
Year-versus-Year Increase/(Decrease)
|
|
|
|
|||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
% Change
|
|
|
|
||||||||
|
|
|
|
|
|
|
||||||||||||
Gross profit
|
$
|
50,662
|
|
|
$
|
22,332
|
|
|
$
|
28,330
|
|
|
126.9
|
%
|
|
|
|
|
Gross margin %
|
18.7
|
%
|
|
8.7
|
%
|
|
10.0
|
|
pp
(b)
|
|
|
|
|
|
|
DISTILLERY PRODUCTS NET SALES
|
|
||||||||||||||||
|
Year Ended December 31,
|
|
Year-versus-Year Net Sales Change Increase/ (Decrease)
|
|
Year-versus-Year Volume Change
|
|
||||||||||||
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|
% Change
|
|
||||||||
|
Amount
|
|
Amount
|
|
|
|
|
|||||||||||
Food grade alcohol
(a)
|
$
|
208,375
|
|
|
$
|
208,695
|
|
|
$
|
(320
|
)
|
|
(0.2
|
)%
|
|
|
|
|
Fuel grade alcohol
(a)
|
12,987
|
|
|
8,026
|
|
|
4,961
|
|
|
61.8
|
|
|
|
|
||||
Distillers feed and related co-products
|
30,361
|
|
|
43,513
|
|
|
(13,152
|
)
|
|
(30.2
|
)
|
|
|
|
||||
Warehouse revenue
|
4,838
|
|
|
3,864
|
|
|
974
|
|
|
25.2
|
|
|
|
|
||||
Total distillery products
|
$
|
256,561
|
|
|
$
|
264,098
|
|
|
$
|
(7,537
|
)
|
|
(2.9
|
)%
|
|
18.5
|
%
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(a)
Volume change for alcohol products
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Other Financial Information
|
|
|
|
||||||||||||||
|
Year Ended December 31,
|
|
Year-versus-Year Increase/(Decrease)
|
|
|
|
||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
% Change
|
|
|
|
||||||||
|
|
|
|
|
|
|
||||||||||||
Gross profit
|
$
|
22,332
|
|
|
$
|
14,309
|
|
|
$
|
8,023
|
|
|
56.1
|
%
|
|
|
|
|
Gross margin %
|
8.7
|
%
|
|
5.4
|
%
|
|
3.3
|
|
pp
(b)
|
|
|
|
|
|
|
INGREDIENT SOLUTIONS NET SALES
|
||||||||||||||||
|
Year Ended December 31,
|
|
Year-versus-Year Net Sales Change Increase/ (Decrease)
|
|
Year-versus-Year Volume Change
|
||||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|
% Change
|
||||||||
|
Amount
|
|
Amount
|
|
|
|
|||||||||||
Specialty wheat starches
|
$
|
29,989
|
|
|
$
|
28,217
|
|
|
$
|
1,772
|
|
|
6.3
|
%
|
|
|
|
Specialty wheat proteins
|
18,422
|
|
|
18,618
|
|
|
(196
|
)
|
|
(1.1
|
)
|
|
|
||||
Commodity wheat starch
|
7,079
|
|
|
7,884
|
|
|
(805
|
)
|
|
(10.2
|
)
|
|
|
||||
Commodity wheat proteins
|
1,889
|
|
|
2,123
|
|
|
(234
|
)
|
|
(11.0
|
)
|
|
|
||||
Total ingredient solutions
|
$
|
57,379
|
|
|
$
|
56,842
|
|
|
$
|
537
|
|
|
0.9
|
%
|
|
1.1
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Other Financial Information
|
|
|
||||||||||||||
|
Year Ended December 31,
|
|
Year-versus-year Increase/Decrease
|
|
|
||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
% Change
|
|
|
||||||||
|
|
|
|
|
|
||||||||||||
Gross profit
|
$
|
7,871
|
|
|
$
|
6,099
|
|
|
$
|
1,772
|
|
|
29.1
|
%
|
|
|
|
Gross margin %
|
13.7
|
%
|
|
10.7
|
%
|
|
3.0
|
|
pp
(a)
|
|
|
|
|
|
INGREDIENT SOLUTIONS NET SALES
|
||||||||||||||||
|
Year Ended December 31,
|
|
Year-versus-Year Net Sales Change Increase/ (Decrease)
|
|
Year-versus-Year Volume Change
|
||||||||||||
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|
% Change
|
||||||||
|
Amount
|
|
Amount
|
|
|
|
|||||||||||
Specialty wheat starches
|
$
|
28,217
|
|
|
$
|
27,820
|
|
|
$
|
397
|
|
|
1.4%
|
|
|
||
Specialty wheat proteins
|
18,618
|
|
|
20,086
|
|
|
(1,468
|
)
|
|
(7.3)
|
|
|
|||||
Commodity wheat starch
|
7,884
|
|
|
8,509
|
|
|
(625
|
)
|
|
(7.3)
|
|
|
|||||
Commodity wheat proteins)
|
2,123
|
|
|
2,552
|
|
|
(429
|
)
|
|
(16.8)
|
|
|
|||||
Total ingredient solutions
|
$
|
56,842
|
|
|
$
|
58,967
|
|
|
$
|
(2,125
|
)
|
|
(3.6)%
|
|
1.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Other Financial Information
|
|
|
||||||||||||||
|
Year Ended December 31,
|
|
Year-versus-year Increase/Decrease
|
|
|
||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
% Change
|
|
|
||||||||
|
|
|
|
|
|
||||||||||||
Gross profit
|
$
|
6,099
|
|
|
$
|
6,986
|
|
|
$
|
(887
|
)
|
|
(12.7
|
)%
|
|
|
|
Gross margin %
|
10.7
|
%
|
|
11.8
|
%
|
|
(1.1
|
)
|
pp
(a)
|
|
|
|
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
4-5 years
|
|
More than 5 years
|
||||||||||
Long term debt
(a)
|
$
|
2,706
|
|
|
$
|
380
|
|
|
$
|
728
|
|
|
$
|
785
|
|
|
$
|
813
|
|
Interest on Long term debt
(a)
|
367
|
|
|
95
|
|
|
149
|
|
|
92
|
|
|
31
|
|
|||||
Post-employment benefit plan obligations
(b)
|
4,516
|
|
|
545
|
|
|
1,070
|
|
|
1,054
|
|
|
1,847
|
|
|||||
Capital leases
(a)
|
1,988
|
|
|
1,988
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
(c)
|
11,016
|
|
|
3,972
|
|
|
3,704
|
|
|
1,952
|
|
|
1,388
|
|
|||||
Purchase
(c)
|
79,427
|
|
|
75,783
|
|
|
3,474
|
|
|
151
|
|
|
19
|
|
|||||
Total
|
$
|
100,020
|
|
|
$
|
82,763
|
|
|
$
|
9,125
|
|
|
$
|
4,034
|
|
|
$
|
4,098
|
|
|
Year Ended December 31,
|
|||||||||||
|
2015
|
|
2014
|
|
2013
|
|
||||||
Sales
|
$
|
345,887
|
|
|
$
|
338,352
|
|
|
$
|
334,070
|
|
|
Less: excise taxes
|
18,283
|
|
|
24,949
|
|
|
10,806
|
|
|
|||
Net sales
|
327,604
|
|
|
313,403
|
|
|
323,264
|
|
|
|||
Cost of sales
(a)
|
269,071
|
|
|
284,972
|
|
|
302,025
|
|
|
|||
Gross profit
|
58,533
|
|
|
28,431
|
|
|
21,239
|
|
|
|||
|
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
25,683
|
|
|
20,101
|
|
|
26,202
|
|
|
|||
Insurance recoveries (Note 17)
|
—
|
|
|
(8,290
|
)
|
|
—
|
|
|
|||
Other operating costs and losses on sale of assets
|
—
|
|
|
1
|
|
|
236
|
|
|
|||
Operating income (loss)
|
32,850
|
|
|
16,619
|
|
|
(5,199
|
)
|
|
|||
|
|
|
|
|
|
|
||||||
Equity method investment earnings (losses) (Note 3)
|
6,102
|
|
|
10,137
|
|
|
(204
|
)
|
|
|||
Interest expense
|
(534
|
)
|
|
(816
|
)
|
|
(1,118
|
)
|
|
|||
Income (loss) from continuing operations before income taxes
|
38,418
|
|
|
25,940
|
|
|
(6,521
|
)
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax expense (benefit) (Note 5)
|
12,227
|
|
|
2,265
|
|
|
(714
|
)
|
|
|||
Net income (loss) from continuing operations
|
26,191
|
|
|
23,675
|
|
|
(5,807
|
)
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Discontinued operations, net of tax (Note 11)
|
—
|
|
|
—
|
|
|
878
|
|
|
|||
Net income (loss)
|
$
|
26,191
|
|
|
$
|
23,675
|
|
|
$
|
(4,929
|
)
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted earnings (loss) per share
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
$
|
1.48
|
|
|
$
|
1.32
|
|
|
$
|
(0.34
|
)
|
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
0.05
|
|
|
|||
Net income (loss)
|
$
|
1.48
|
|
|
$
|
1.32
|
|
|
$
|
(0.29
|
)
|
|
|
|
|
|
|
|
|
|
|
||||
Dividends per common share
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
(a)
|
Includes related party purchases of
$41,255
,
$38,498
, and
$9,988
for the years ended
December 31, 2015
,
2014
, and
2013
, respectively.
|
|
Year Ended December 31,
|
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
||||||
Net income (loss)
|
$
|
26,191
|
|
|
$
|
23,675
|
|
|
$
|
(4,929
|
)
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
||||
Company sponsored benefit plans:
|
|
|
|
|
|
|
|
|
||||
Change in pension plans, net of tax expense (benefit) of $160, $(155), and $166, respectively
|
244
|
|
|
133
|
|
|
250
|
|
|
|||
Change in post-employment benefits, net of tax benefit of $41, $6, and $22, respectively
|
(54
|
)
|
|
(846
|
)
|
|
(39
|
)
|
|
|||
Change in translation adjustment and post-employment benefits of equity method investments, net of tax benefit of $36, $37, and $8, respectively
|
42
|
|
|
(15
|
)
|
|
18
|
|
|
|||
Other comprehensive income (loss)
|
232
|
|
|
(728
|
)
|
|
229
|
|
|
|||
Comprehensive income (loss)
|
$
|
26,423
|
|
|
$
|
22,947
|
|
|
$
|
(4,700
|
)
|
|
|
December 31,
|
|||||||
|
2015
|
|
2014
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
747
|
|
|
$
|
5,641
|
|
|
Receivables (less allowance for doubtful accounts: December 31, 2015 - $24; December 31, 2014 - $12)
|
30,670
|
|
|
32,672
|
|
|
||
Inventory
|
58,701
|
|
|
34,441
|
|
|
||
Prepaid expenses
|
1,062
|
|
|
1,179
|
|
|
||
Deferred income taxes
|
—
|
|
|
7,924
|
|
|
||
Refundable income taxes
|
—
|
|
|
388
|
|
|
||
Total current assets
|
91,180
|
|
|
82,245
|
|
|
||
|
|
|
|
|
||||
Property and equipment, net of accumulated depreciation and amortization
|
83,554
|
|
|
63,881
|
|
|
||
Equity method investments
|
18,563
|
|
|
12,373
|
|
|
||
Other assets
|
1,013
|
|
|
1,716
|
|
|
||
Total assets
|
$
|
194,310
|
|
|
$
|
160,215
|
|
|
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
3,345
|
|
|
$
|
2,613
|
|
|
Accounts payable
|
20,940
|
|
|
16,076
|
|
|
||
Accounts payable to affiliate, net
|
2,291
|
|
|
3,333
|
|
|
||
Accrued expenses
|
10,400
|
|
|
8,010
|
|
|
||
Income taxes payable
|
685
|
|
|
—
|
|
|
||
Other current liabilities
|
—
|
|
|
716
|
|
|
||
Total current liabilities
|
37,661
|
|
|
30,748
|
|
|
||
|
|
|
|
|
||||
Long-term debt, less current maturities
|
7,579
|
|
|
7,286
|
|
|
||
Revolving credit facility
|
22,536
|
|
|
—
|
|
|
||
Deferred credits
|
3,402
|
|
|
4,099
|
|
|
||
Accrued retirement health and life insurance benefits
|
4,136
|
|
|
4,420
|
|
|
||
Other non current liabilities
|
79
|
|
|
—
|
|
|
||
Deferred income taxes
|
2,757
|
|
|
9,297
|
|
|
||
Total liabilities
|
78,150
|
|
|
55,850
|
|
|
||
|
|
|
|
|
||||
Commitments and Contingencies – See Notes 4 and 7
|
|
|
|
|
|
|
||
Stockholders’ Equity
|
|
|
|
|
|
|||
Capital stock
|
|
|
|
|
|
|||
Preferred, 5% non-cumulative; $10 par value; authorized 1,000 shares; issued and outstanding 437 shares
|
4
|
|
|
4
|
|
|
||
Common stock
|
|
|
|
|
|
|||
No par value; authorized 40,000,000 shares; issued 18,115,965 shares at December 31, 2015 and 2014; 16,681,576 and 17,674,559 shares outstanding at December 31, 2015 and 2014, respectively
|
6,715
|
|
|
6,715
|
|
|
||
Additional paid-in capital
|
11,356
|
|
|
9,904
|
|
|
||
Retained earnings
|
114,558
|
|
|
89,454
|
|
|
||
Accumulated other comprehensive loss
|
(500
|
)
|
|
(732
|
)
|
|
||
Treasury stock, at cost, 1,434,389 and 441,406 shares at December 31, 2015 and 2014, respectively
|
(15,973
|
)
|
|
(980
|
)
|
|
||
Total stockholders’ equity
|
116,160
|
|
|
104,365
|
|
|
||
Total liabilities and stockholders’ equity
|
$
|
194,310
|
|
|
$
|
160,215
|
|
|
|
Year Ended December 31,
|
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
26,191
|
|
|
$
|
23,675
|
|
|
$
|
(4,929
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
12,382
|
|
|
12,325
|
|
|
12,009
|
|
|
|||
Gain on sale of bioplastics manufacturing business
|
—
|
|
|
—
|
|
|
(1,453
|
)
|
|
|||
Gain on property insurance recoveries
|
—
|
|
|
(8,290
|
)
|
|
—
|
|
|
|||
Loss on sale of assets
|
—
|
|
|
38
|
|
|
47
|
|
|
|||
Share based compensation
|
1,414
|
|
|
930
|
|
|
932
|
|
|
|||
Excess tax benefits
|
453
|
|
|
463
|
|
|
—
|
|
|
|||
Equity method investment (earnings) loss
|
(6,102
|
)
|
|
(10,137
|
)
|
|
204
|
|
|
|||
Distribution received from equity method investee
|
—
|
|
|
4,835
|
|
|
—
|
|
|
|||
Deferred income taxes, including change in valuation allowance
|
1,349
|
|
|
1,570
|
|
|
(152
|
)
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||
Restricted cash
|
—
|
|
|
—
|
|
|
12
|
|
|
|||
Receivables, net
|
2,002
|
|
|
(4,851
|
)
|
|
7,511
|
|
|
|||
Inventory
|
(24,260
|
)
|
|
476
|
|
|
1,542
|
|
|
|||
Prepaid expenses
|
117
|
|
|
(331
|
)
|
|
(129
|
)
|
|
|||
Refundable income taxes
|
1,073
|
|
|
78
|
|
|
(224
|
)
|
|
|||
Accounts payable
|
3,653
|
|
|
(5,928
|
)
|
|
2,571
|
|
|
|||
Accounts payable to affiliate, net
|
(1,042
|
)
|
|
2,129
|
|
|
(2,804
|
)
|
|
|||
Accrued expenses
|
2,351
|
|
|
(373
|
)
|
|
3,264
|
|
|
|||
Deferred credits
|
(697
|
)
|
|
174
|
|
|
(208
|
)
|
|
|||
Accrued retirement health and life insurance benefits, pension obligations, and other noncurrent liabilities
|
(703
|
)
|
|
(699
|
)
|
|
(876
|
)
|
|
|||
Other
|
481
|
|
|
(272
|
)
|
|
(17
|
)
|
|
|||
Net cash provided by operating activities
|
18,662
|
|
|
15,812
|
|
|
17,300
|
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|||||
Additions to property and equipment
|
(30,526
|
)
|
|
(6,953
|
)
|
|
(6,208
|
)
|
|
|||
Proceeds from sale of bioplastics manufacturing business
|
—
|
|
|
—
|
|
|
2,797
|
|
|
|||
Proceeds from property insurance recoveries
|
—
|
|
|
8,450
|
|
|
—
|
|
|
|||
Proceeds from sale of property and other
|
—
|
|
|
5
|
|
|
—
|
|
|
|||
Net cash provided by (used in) investing activities
|
(30,526
|
)
|
|
1,502
|
|
|
(3,411
|
)
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|||||
Payment of dividends
|
(1,087
|
)
|
|
(907
|
)
|
|
(916
|
)
|
|
|||
Purchase of treasury stock
|
(15,408
|
)
|
|
(672
|
)
|
|
(540
|
)
|
|
|||
Loan fees incurred with borrowings
|
(348
|
)
|
|
(66
|
)
|
|
—
|
|
|
|||
Principal payments on long-term debt
|
(1,641
|
)
|
|
(1,555
|
)
|
|
(1,683
|
)
|
|
|||
Proceeds on long-term debt
|
2,700
|
|
|
—
|
|
|
—
|
|
|
|||
Proceeds from credit facility
|
26,092
|
|
|
62,146
|
|
|
95,512
|
|
|
|||
Principal payments on credit facility
|
(3,338
|
)
|
|
(73,476
|
)
|
|
(103,405
|
)
|
|
|||
Net cash provided by (used in) financing activities
|
6,970
|
|
|
(14,530
|
)
|
|
(11,032
|
)
|
|
|||
|
|
|
|
|
|
|
||||||
Increase (decrease) in cash
|
(4,894
|
)
|
|
2,784
|
|
|
2,857
|
|
|
|||
Cash, beginning of year
|
5,641
|
|
|
2,857
|
|
|
—
|
|
|
|||
Cash, end of year
|
$
|
747
|
|
|
$
|
5,641
|
|
|
$
|
2,857
|
|
|
|
Capital
Stock
Preferred
|
|
Issued
Common
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total
|
||||||||||||||
Balance, December 31, 2012
|
$
|
4
|
|
|
$
|
6,715
|
|
|
$
|
7,894
|
|
|
$
|
72,531
|
|
|
$
|
(233
|
)
|
|
$
|
(84
|
)
|
|
$
|
86,827
|
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,929
|
)
|
|
—
|
|
|
—
|
|
|
(4,929
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
229
|
|
|
—
|
|
|
229
|
|
|||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(916
|
)
|
|
—
|
|
|
—
|
|
|
(916
|
)
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
834
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
834
|
|
|||||||
Stock shares awarded, forfeited or vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|
98
|
|
|||||||
Stock shares repurchased for payment of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(540
|
)
|
|
(540
|
)
|
|||||||
Balance, December 31, 2013
|
$
|
4
|
|
|
$
|
6,715
|
|
|
$
|
8,728
|
|
|
$
|
66,686
|
|
|
$
|
(4
|
)
|
|
$
|
(526
|
)
|
|
$
|
81,603
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
23,675
|
|
|
—
|
|
|
—
|
|
|
23,675
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(728
|
)
|
|
—
|
|
|
(728
|
)
|
|||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(907
|
)
|
|
—
|
|
|
—
|
|
|
(907
|
)
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
713
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
713
|
|
|||||||
Excess tax benefits
|
—
|
|
|
—
|
|
|
463
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
463
|
|
|||||||
Stock shares awarded, forfeited or vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
218
|
|
|
218
|
|
|||||||
Stock shares repurchased for payment of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(672
|
)
|
|
(672
|
)
|
|||||||
Balance, December 2014
|
$
|
4
|
|
|
$
|
6,715
|
|
|
$
|
9,904
|
|
|
$
|
89,454
|
|
|
$
|
(732
|
)
|
|
$
|
(980
|
)
|
|
$
|
104,365
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
26,191
|
|
|
—
|
|
|
—
|
|
|
26,191
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
232
|
|
|
—
|
|
|
232
|
|
|||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,087
|
)
|
|
—
|
|
|
—
|
|
|
(1,087
|
)
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
999
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
999
|
|
|||||||
Excess tax benefits
|
—
|
|
|
—
|
|
|
453
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
453
|
|
|||||||
Stock shares awarded, forfeited or vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
415
|
|
|
415
|
|
|||||||
Stock shares repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,408
|
)
|
|
(15,408
|
)
|
|||||||
Balance, December 2015
|
$
|
4
|
|
|
$
|
6,715
|
|
|
$
|
11,356
|
|
|
$
|
114,558
|
|
|
$
|
(500
|
)
|
|
$
|
(15,973
|
)
|
|
$
|
116,160
|
|
NOTE 1:
|
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Buildings and improvements
|
20 – 40 years
|
Transportation equipment
|
5 – 6 years
|
Machinery and equipment
|
10 – 12 years
|
|
|
Year Ended December 31,
|
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
||||||
Interest costs charged to expense
|
|
$
|
534
|
|
|
$
|
816
|
|
|
$
|
1,118
|
|
|
Plus: Interest cost capitalized
|
|
297
|
|
|
107
|
|
|
108
|
|
|
|||
Total
|
|
$
|
831
|
|
|
$
|
923
|
|
|
$
|
1,226
|
|
|
|
|
Year Ended December 31,
|
|
||||||
|
|
2015
|
|
2014
|
|
||||
USDA grant
|
|
$
|
1,949
|
|
|
$
|
2,486
|
|
|
LCD reimbursement
|
|
1,042
|
|
|
1,125
|
|
|
||
Lawrenceburg reimbursement
|
|
411
|
|
|
488
|
|
|
||
Total
|
|
$
|
3,402
|
|
|
$
|
4,099
|
|
|
•
|
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.
|
•
|
The long carryback and carryforward periods permitted under the tax law are objectively verified positive evidence.
|
•
|
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. Tax-planning strategies are actions that are prudent and feasible, considering current operations and strategic plans, which the Company ordinarily might not take, but would take to prevent a tax benefit from expiring unused. Tax planning strategies, if available, may accelerate the recovery of a deferred tax asset so the tax benefit of the deferred tax asset can be carried back.
|
•
|
Projections of future taxable income exclusive of reversing temporary differences are a source of positive evidence when the projections are combined with a history of recent profits and current financial trends and can be reasonably estimated. During 2014, the Company achieved cumulative income for a recent period of the last three years, which was regarded as a significant piece of evidence in management's decision to also rely, in part, on projections of future operating income in assessing the need for and amount of the valuation allowance for deferred tax assets.
|
NOTE 2:
|
OTHER BALANCE SHEET CAPTIONS
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Finished goods
|
$
|
15,126
|
|
|
$
|
10,039
|
|
Barreled distillate (bourbon and whiskey)
|
28,278
|
|
|
11,114
|
|
||
Raw materials
|
6,675
|
|
|
5,440
|
|
||
Work in process
|
2,364
|
|
|
2,023
|
|
||
Maintenance materials
|
5,371
|
|
|
4,913
|
|
||
Other
|
887
|
|
|
912
|
|
||
Total
|
$
|
58,701
|
|
|
$
|
34,441
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Land, buildings and improvements
|
$
|
56,143
|
|
|
$
|
43,443
|
|
Transportation equipment
|
5,417
|
|
|
2,717
|
|
||
Machinery and equipment
|
152,742
|
|
|
149,218
|
|
||
Construction in progress
|
15,612
|
|
|
2,798
|
|
||
Property and equipment, at cost
|
229,914
|
|
|
198,176
|
|
||
Less accumulated depreciation and amortization
|
(146,360
|
)
|
|
(134,295
|
)
|
||
Property and equipment, net
|
$
|
83,554
|
|
|
$
|
63,881
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Employee benefit plans
|
$
|
1,027
|
|
|
$
|
973
|
|
Salaries and wages
|
6,790
|
|
|
4,633
|
|
||
Restructuring and severance charges (Note 9)
|
517
|
|
|
208
|
|
||
Property taxes
|
784
|
|
|
764
|
|
||
Other accrued expenses
|
1,282
|
|
|
1,432
|
|
||
Total
|
$
|
10,400
|
|
|
$
|
8,010
|
|
NOTE 3:
|
EQUITY METHOD INVESTMENTS
|
|
Year Ended December 31,
|
||||||||||
ICP’s Operating results:
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
(a)
|
$
|
166,905
|
|
|
$
|
236,486
|
|
|
$
|
193,682
|
|
Cost of sales and expenses
(b)
|
(146,098
|
)
|
|
(196,551
|
)
|
|
(194,519
|
)
|
|||
Net income (loss)
|
$
|
20,807
|
|
(c)
|
$
|
39,935
|
|
|
$
|
(837
|
)
|
(a)
|
Includes related party sales to MGPI of
$40,787
,
$35,613
, and
$7,736
for 2015,
2014
, and 2013, respectively.
|
(b)
|
Includes depreciation and amortization of
$2,634
,
$2,847
, and
$4,523
for 2015,
2014
, and 2013, respectively.
|
(c)
|
Includes business interruption insurance proceeds of
$4,112
for 2015.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
ICP (30% interest)
(a)
|
$
|
18,179
|
|
|
$
|
11,924
|
|
DMI (50% interest)
|
384
|
|
|
449
|
|
||
Total
|
$
|
18,563
|
|
|
$
|
12,373
|
|
(a)
|
During 2014, the Company received a
$4,835
cash distribution from ICP, which reduced the Company's investment in ICP.
|
NOTE 4:
|
CORPORATE BORROWINGS AND CAPITAL LEASE OBLIGATIONS
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Credit Agreement - Revolver, 2.315% (variable rate) due 2020
|
$
|
23,172
|
|
|
$
|
—
|
|
Credit Agreement - Fixed Asset Sub-Line term loan, 2.693% (variable rate) due 2020
|
6,254
|
|
|
6,670
|
|
||
Secured Promissory Note, 3.71% (variable rate) due 2022
|
2,670
|
|
|
—
|
|
||
Secured Promissory Note, 6.89% (variable rate), due 2016.
|
36
|
|
|
404
|
|
||
Capital Lease Obligation, 2.61%, due 2017
|
1,964
|
|
|
3,209
|
|
||
Unamortized loan fees
|
(636
|
)
|
|
(384
|
)
|
||
Total
|
33,460
|
|
|
9,899
|
|
||
Less current maturities of long term debt
|
(3,345
|
)
|
|
(2,613
|
)
|
||
Long-term debt
|
$
|
30,115
|
|
|
$
|
7,286
|
|
|
|
|
|
|
|
Capital Leases
|
|
|
||||||||||||||||
Year Ending
December 31,
|
|
Credit
Agreement
|
|
Long-Term
Debt
|
|
Minimum
Lease
Payments
|
|
Less
Interest
|
|
Net Present
Value
|
|
Total Debt
|
||||||||||||
2016
|
|
$
|
—
|
|
|
$
|
380
|
|
|
$
|
1,988
|
|
|
$
|
24
|
|
|
$
|
1,964
|
|
|
$
|
2,344
|
|
2017
|
|
—
|
|
|
357
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
357
|
|
||||||
2018
|
|
—
|
|
|
371
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
371
|
|
||||||
2019
|
|
—
|
|
|
385
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
385
|
|
||||||
2020
|
|
29,426
|
|
|
400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,826
|
|
||||||
Thereafter
|
|
—
|
|
|
813
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
813
|
|
||||||
Total
|
|
$
|
29,426
|
|
|
$
|
2,706
|
|
|
$
|
1,988
|
|
|
$
|
24
|
|
|
$
|
1,964
|
|
|
$
|
34,096
|
|
NOTE 5:
|
INCOME TAXES
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
8,954
|
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
State
|
1,003
|
|
|
229
|
|
|
29
|
|
|||
|
9,957
|
|
|
229
|
|
|
13
|
|
|||
Deferred:
|
|
|
|
|
|
|
|||||
Federal
|
3,174
|
|
|
5,010
|
|
|
(642
|
)
|
|||
State
|
(904
|
)
|
|
(2,974
|
)
|
|
(85
|
)
|
|||
|
2,270
|
|
|
2,036
|
|
|
(727
|
)
|
|||
Total
|
$
|
12,227
|
|
|
$
|
2,265
|
|
|
$
|
(714
|
)
|
|
Year Ended December 31,
|
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
||||||
"Expected" provision at federal statutory rate
|
$
|
13,446
|
|
|
$
|
9,116
|
|
|
$
|
(2,282
|
)
|
|
State income taxes, net
|
1,714
|
|
|
709
|
|
|
(705
|
)
|
|
|||
Change in valuation allowance
|
(2,385
|
)
|
|
(7,618
|
)
|
|
2,222
|
|
|
|||
Domestic production activity deduction
|
(1,002
|
)
|
|
—
|
|
|
—
|
|
|
|||
Other
|
454
|
|
|
58
|
|
|
51
|
|
|
|||
Income tax expense (benefit)
|
$
|
12,227
|
|
|
$
|
2,265
|
|
|
$
|
(714
|
)
|
|
Effective tax rate
|
31.8
|
%
|
|
8.7
|
%
|
|
10.9
|
%
|
|
|
December 31,
|
|
||||||
|
2015
|
|
2014
|
|
||||
Deferred income tax assets:
|
|
|
|
|
||||
Post-retirement liability
|
$
|
1,848
|
|
|
$
|
1,968
|
|
|
Deferred income
|
1,343
|
|
|
1,637
|
|
|
||
Stock based compensation
|
2,247
|
|
|
2,108
|
|
|
||
Federal operating loss carryforwards
|
—
|
|
|
5,029
|
|
|
||
Capital loss carryforward
|
1,444
|
|
|
1,311
|
|
|
||
State tax credits
|
2,653
|
|
|
2,423
|
|
|
||
State operating loss carryforwards
|
2,216
|
|
|
4,574
|
|
|
||
Inventories
|
1,684
|
|
|
514
|
|
|
||
Other
|
2,224
|
|
|
2,891
|
|
|
||
Gross deferred income tax assets
|
$
|
15,659
|
|
|
$
|
22,455
|
|
|
Less: valuation allowance
|
(1,444
|
)
|
|
(3,829
|
)
|
|
||
Net deferred income tax assets
|
14,215
|
|
|
18,626
|
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
Fixed assets
|
(16,050
|
)
|
|
(18,823
|
)
|
|
||
Other
|
(922
|
)
|
|
(1,176
|
)
|
|
||
Gross deferred income tax liabilities
|
(16,972
|
)
|
|
(19,999
|
)
|
|
||
Net deferred income tax liability
|
$
|
(2,757
|
)
|
|
$
|
(1,373
|
)
|
|
|
|
Valuation allowance
|
||
Balance at December 31, 2013
|
|
$
|
11,275
|
|
Reductions
|
|
7,446
|
|
|
Balance at December 31, 2014
|
|
$
|
3,829
|
|
Reductions
|
|
2,385
|
|
|
Balance at December 31, 2015
|
|
$
|
1,444
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning of year balance
|
$
|
613
|
|
|
$
|
566
|
|
|
$
|
445
|
|
Additions for tax positions of prior years
|
—
|
|
|
8
|
|
|
62
|
|
|||
Additions for tax positions of the current year
|
—
|
|
|
39
|
|
|
59
|
|
|||
End of year balance
|
$
|
613
|
|
|
$
|
613
|
|
|
$
|
566
|
|
NOTE 6:
|
EQUITY AND EARNINGS (LOSS) PER SHARE
|
|
Year Ended December 31,
|
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
||||||
Continuing Operations:
|
|
|
|
|
|
|
|
|
||||
Net operating income (loss)
(a)
|
$
|
26,191
|
|
|
$
|
23,675
|
|
|
$
|
(5,807
|
)
|
|
Less: Amounts allocated to participating securities (non-vested shares and units)
(b)
|
873
|
|
|
832
|
|
|
—
|
|
|
|||
Net operating income (loss) attributable to common shareholders
|
$
|
25,318
|
|
|
$
|
22,843
|
|
|
$
|
(5,807
|
)
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
||||
Discontinued operations attributable to all shareholders
|
—
|
|
|
—
|
|
|
878
|
|
|
|||
Less: Amounts allocated to participating securities (nonvested shares and units)
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Discontinued operations attributable to common shareholders
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
878
|
|
|
Net income (loss)
(c)
|
$
|
25,318
|
|
|
$
|
22,843
|
|
|
$
|
(4,929
|
)
|
|
|
|
|
|
|
|
|
|
|
||||
Share information:
|
|
|
|
|
|
|
|
|
||||
Basic weighted average common shares
(d)
|
17,123,556
|
|
|
17,305,866
|
|
|
17,069,455
|
|
|
|||
Incremental shares from potential dilutive securities
(e)
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Diluted weighted average common shares
|
17,123,556
|
|
|
17,305,866
|
|
|
17,069,455
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Basic earnings (loss) per share
(f)
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
(g)
|
$
|
1.48
|
|
|
$
|
1.32
|
|
|
$
|
(0.34
|
)
|
|
Income from discontinued operations
(h)
|
—
|
|
|
—
|
|
|
0.05
|
|
|
|||
Net income (loss)
|
$
|
1.48
|
|
|
$
|
1.32
|
|
|
$
|
(0.29
|
)
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings (loss) per share
(f)
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
(g)
|
$
|
1.48
|
|
|
$
|
1.32
|
|
|
$
|
(0.34
|
)
|
|
Income from discontinued operations
(h)
|
—
|
|
|
—
|
|
|
0.05
|
|
|
|||
Net income (loss)
|
$
|
1.48
|
|
|
$
|
1.32
|
|
|
$
|
(0.29
|
)
|
|
(a)
|
Net operating income (loss) attributable to all shareholders.
|
(b)
|
Participating securities include
128,500
,
278,900
, and
569,296
nonvested restricted stock for the years ended
December 31, 2015
,
2014
, and 2013, as well as
437,946
,
413,288
, and
371,502
RSUs for the years ended
December 31, 2015
,
2014
, and 2013, respectively. Participating securities do not receive an allocation in periods when a loss is experienced.
|
(c)
|
Net income (loss) attributable to common shareholders.
|
(d)
|
Under the two-class method, basic weighted average common shares exclude outstanding nonvested participating securities consisting of restricted stock awards of
128,500
,
278,900
, and
569,296
for 2015,
2014
, and 2013, respectively.
|
(e)
|
Potential dilutive securities have not been included in the earnings (loss) per share computation in a period when a loss is experienced. At
December 31, 2015
and
2014
, the Company had
0
and
4,000
stock options outstanding, respectively, and
0
shares were potentially dilutive at December 31, 2015 and
4,000
shares were potentially dilutive at December 31, 2014. The
4,000
potentially dilutive shares at December 31, 2014 resulted in
no
incremental shares for the year ended December 31, 2014.
|
(f)
|
Basic and diluted weighted average common shares for 2015 were affected by the September 1, 2015, purchase of
950,000
shares of common stock in a privately-negotiated transaction with F2 SEA, Inc., an affiliate of SEACOR Holdings, Inc. pursuant to a Stock Repurchase Agreement. SEACOR Holdings, Inc. is the
70 percent
owner of ICP, the Company's
30 percent
equity method investment.
|
(g)
|
Income (loss) from continuing operations based on net income (loss) attributable to common shareholders.
|
(h)
|
Income from discontinued operations based on net loss attributable to common shareholders.
|
|
|
Pension Plan Items
|
|
Post-Employment Benefit Plan Items
|
|
Equity Method Investment Translation Adjustment and Post-Employment Benefit Adjustment
|
|
Total
|
||||||||
Balance, December 31, 2012
|
|
$
|
(627
|
)
|
|
$
|
429
|
|
|
$
|
(35
|
)
|
|
$
|
(233
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
179
|
|
|
333
|
|
|
18
|
|
|
530
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
|
71
|
|
|
(372
|
)
|
|
—
|
|
|
(301
|
)
|
||||
Net 2013 other comprehensive income (loss)
|
|
250
|
|
|
(39
|
)
|
|
18
|
|
|
229
|
|
||||
Balance, December 31, 2013
|
|
$
|
(377
|
)
|
|
$
|
390
|
|
|
$
|
(17
|
)
|
|
$
|
(4
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
218
|
|
|
(1,620
|
)
|
|
(15
|
)
|
|
(1,417
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
|
(85
|
)
|
|
774
|
|
|
—
|
|
|
689
|
|
||||
Net 2014 other comprehensive income (loss)
|
|
133
|
|
|
(846
|
)
|
|
(15
|
)
|
|
(728
|
)
|
||||
Balance, December 31, 2014
|
|
$
|
(244
|
)
|
|
$
|
(456
|
)
|
|
$
|
(32
|
)
|
|
$
|
(732
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(355
|
)
|
|
47
|
|
|
(10
|
)
|
|
(318
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
|
599
|
|
|
(101
|
)
|
|
52
|
|
|
550
|
|
||||
Net 2015 other comprehensive income (loss)
|
|
244
|
|
|
(54
|
)
|
|
42
|
|
|
232
|
|
||||
Balance, December 31, 2015
|
|
$
|
—
|
|
|
$
|
(510
|
)
|
|
$
|
10
|
|
|
$
|
(500
|
)
|
Details about Accumulated Other Comprehensive Income Components
|
|
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
|
|
Affected Line Item in the Statement of Operations
|
||
Pension Plan Items:
|
|
|
|
|
||
Recognized net actuarial loss
|
|
$
|
25
|
|
|
(a)
|
Settlement loss
|
|
414
|
|
|
(a)
|
|
|
|
439
|
|
|
Total before tax
|
|
|
|
160
|
|
|
Tax expense
|
|
|
|
$
|
599
|
|
|
Net of tax
|
Post Employment Benefit Items:
|
|
|
|
|
||
Amortization of prior service cost
|
|
$
|
(338
|
)
|
|
(a)
|
Recognized net actuarial loss
|
|
278
|
|
|
(a)
|
|
|
|
(60
|
)
|
|
Total before tax
|
|
|
|
(41
|
)
|
|
Tax benefit
|
|
|
|
$
|
(101
|
)
|
|
Net of tax
|
Equity Method Investment Adjustment:
|
|
|
|
|
||
Foreign currency loss
|
|
$
|
88
|
|
|
|
|
|
(36
|
)
|
|
Tax benefit
|
|
|
|
$
|
52
|
|
|
Net of tax
|
Reclassifications for 2015
|
|
$
|
550
|
|
|
Net of tax
|
(a)
|
These accumulated other comprehensive income components are included in the computation of net period pension cost. See Note 8
for additional details.
|
NOTE 7:
|
COMMITMENTS AND CONTINGENCIES
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
4-5 years
|
|
More than 5 years
|
||||||||||
Long term debt
(a)
|
$
|
2,706
|
|
|
$
|
380
|
|
|
$
|
728
|
|
|
$
|
785
|
|
|
$
|
813
|
|
Interest on Long term debt
(a)
|
367
|
|
|
95
|
|
|
149
|
|
|
92
|
|
|
31
|
|
|||||
Post-employment benefit plan obligations
(b)
|
4,516
|
|
|
545
|
|
|
1,070
|
|
|
1,054
|
|
|
1,847
|
|
|||||
Capital leases
(a)
|
1,988
|
|
|
1,988
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
11,016
|
|
|
3,972
|
|
|
3,704
|
|
|
1,952
|
|
|
1,388
|
|
|||||
Purchase
|
79,427
|
|
|
75,783
|
|
|
3,474
|
|
|
151
|
|
|
19
|
|
|||||
Total
|
$
|
100,020
|
|
|
$
|
82,763
|
|
|
$
|
9,125
|
|
|
$
|
4,034
|
|
|
$
|
4,098
|
|
NOTE 8:
|
EMPLOYEE BENEFIT PLANS
|
|
Pension Benefit Plans
|
|
Post-Employment Benefit Plan
|
|
|||||||||||||||||||||
|
December 31,
|
|
December 31,
|
|
|||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
|
2015
|
|
2014
|
|
2013
|
|
||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning of year
|
$
|
2,016
|
|
|
$
|
2,190
|
|
|
$
|
2,690
|
|
|
|
$
|
4,926
|
|
|
$
|
4,827
|
|
|
$
|
5,700
|
|
|
Service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
|
51
|
|
|
72
|
|
|
127
|
|
|
||||||
Interest cost
|
36
|
|
|
87
|
|
|
83
|
|
|
|
141
|
|
|
149
|
|
|
165
|
|
|
||||||
Actuarial loss (gain)
|
(9
|
)
|
|
35
|
|
|
(241
|
)
|
|
|
45
|
|
|
1,632
|
|
|
(558
|
)
|
|
||||||
Negative plan amendment benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(1,183
|
)
|
|
—
|
|
|
||||||
Benefits paid
|
(2,043
|
)
|
|
(296
|
)
|
|
(342
|
)
|
|
|
(482
|
)
|
|
(571
|
)
|
|
(607
|
)
|
|
||||||
Benefit obligation at end of year
|
$
|
—
|
|
|
$
|
2,016
|
|
|
$
|
2,190
|
|
|
|
$
|
4,681
|
|
|
$
|
4,926
|
|
|
$
|
4,827
|
|
|
|
Pension Benefit Plans
|
|
||||||
|
December 31,
|
|
||||||
|
2015
|
|
2014
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
1,300
|
|
|
$
|
1,550
|
|
|
Actual return on plan assets
|
2
|
|
|
46
|
|
|
||
Employer contributions
|
741
|
|
|
—
|
|
|
||
Benefits paid
|
(2,043
|
)
|
|
(296
|
)
|
|
||
Fair value of plan assets at end of year
|
$
|
—
|
|
|
$
|
1,300
|
|
|
|
Pension Benefit Plans
|
|
|
Post-Employment Benefit Plan
|
|
||||
|
Year Ended December 31,
|
|
|
Year Ended December 31,
|
|
||||
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
Discount rate
|
3.65%
|
|
3.58%
|
|
|
3.20%
|
|
2.99%
|
|
Measurement date
|
December 31, 2015
(a)
|
|
December 31,
2014 |
|
|
December 31,
2015 |
|
December 31,
2014 |
|
(a)
|
The measurement date was June 30, 2015 for termination liabilities in 2015.
|
|
Pension Benefit Plans
|
|
Post-Employment Benefit Plan
|
|
||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
||||||
Expected return on Assets
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Discount rate
|
3.58
|
%
|
|
4.11
|
%
|
|
3.19
|
%
|
|
2.99
|
%
|
|
3.95 / 3.39%
|
|
(a)
|
2.98
|
%
|
|
Average compensation increase
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
(a)
|
The pension benefit plan was amended effective April 16, 2014 requiring a re-measurement valuation. The discount rate for 2014 was based on measurement dates of December 31, 2013 and April 16, 2014.
|
|
Pension Benefit Plans
|
|
Post-Employment Benefit Plan
|
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
72
|
|
|
$
|
127
|
|
|
Interest cost
|
36
|
|
|
87
|
|
|
83
|
|
|
141
|
|
|
149
|
|
|
165
|
|
|
||||||
Expected return on assets
|
(45
|
)
|
|
(104
|
)
|
|
(114
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
(338
|
)
|
|
(369
|
)
|
|
(647
|
)
|
|
||||||
Recognized net actuarial loss
|
25
|
|
|
21
|
|
|
66
|
|
|
278
|
|
|
18
|
|
|
28
|
|
|
||||||
Settlement losses
|
414
|
|
|
50
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Net benefit cost
|
$
|
430
|
|
|
$
|
54
|
|
|
$
|
87
|
|
|
$
|
132
|
|
|
$
|
(130
|
)
|
|
$
|
(327
|
)
|
|
|
Pension Benefit Plans
|
|
Post-Employment Benefit Plan
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Net actuarial (loss) gain
|
$
|
(35
|
)
|
|
$
|
(92
|
)
|
|
$
|
298
|
|
|
$
|
(35
|
)
|
|
$
|
(1,632
|
)
|
|
$
|
558
|
|
Settlement losses
|
414
|
|
|
50
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Plan amendment and curtailment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,183
|
|
|
—
|
|
||||||
Recognized net actuarial loss
|
25
|
|
|
20
|
|
|
66
|
|
|
278
|
|
|
18
|
|
|
28
|
|
||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
(338
|
)
|
|
(369
|
)
|
|
(647
|
)
|
||||||
Recognition of prior service cost due to curtailments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
||||||
Total other comprehensive income (loss), pre-tax
|
404
|
|
|
(22
|
)
|
|
416
|
|
|
(95
|
)
|
|
(852
|
)
|
|
(61
|
)
|
||||||
Income tax expense (benefit)
|
160
|
|
|
(155
|
)
|
|
166
|
|
|
(41
|
)
|
|
(6
|
)
|
|
(22
|
)
|
||||||
Total other comprehensive income (loss), net of tax
|
$
|
244
|
|
|
$
|
133
|
|
|
$
|
250
|
|
|
$
|
(54
|
)
|
|
$
|
(846
|
)
|
|
$
|
(39
|
)
|
|
Pension Benefit Plans
|
|
Post-Employment Benefit Plan
|
||||||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Accrued expenses
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(545
|
)
|
|
$
|
(506
|
)
|
Other non-current liabilities
|
—
|
|
|
(716
|
)
|
|
—
|
|
|
—
|
|
||||
Accrued retirement benefits
|
—
|
|
|
—
|
|
|
(4,136
|
)
|
|
(4,420
|
)
|
||||
Net amount recognized
|
$
|
—
|
|
|
$
|
(716
|
)
|
|
$
|
(4,681
|
)
|
|
$
|
(4,926
|
)
|
|
Pension Benefit Plans
|
|
Post-Employment Benefit Plan
|
||||
Actuarial net loss
|
$
|
—
|
|
|
$
|
(269
|
)
|
Net prior service credits
|
—
|
|
|
338
|
|
||
Net amount recognized
|
$
|
—
|
|
|
$
|
69
|
|
|
Post-Employment Benefit Plan
|
|||||||||||||
|
Year Ended December 31,
|
|||||||||||||
|
2015
|
|
2014
|
|||||||||||
|
Group Plan
|
|
Lifetime Prescription Cost
|
|
Medicare Supplement
|
|
Pre-Medicare
|
|
Post-Medicare
|
|||||
Health care cost trend rate
|
7.50
|
%
|
|
9.00
|
%
|
|
5.00
|
%
|
|
8.00
|
%
|
|
7.00
|
%
|
Ultimate trend rate
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year rate reaches ultimate trend rate
|
2024
|
|
|
2025
|
|
|
2017
|
|
|
2028
|
|
|
2024
|
|
|
Pension Benefit Plan
|
|
Post-Employment Benefit Plan
|
||||||||
|
Expected Benefit
Payments
(a)
|
|
Expected Benefit
Payments
|
|
Expected Subsidy
Receipts
|
||||||
2016
|
$
|
—
|
|
|
$
|
567
|
|
|
$
|
22
|
|
2017
|
—
|
|
|
561
|
|
|
21
|
|
|||
2018
|
—
|
|
|
549
|
|
|
19
|
|
|||
2019
|
—
|
|
|
561
|
|
|
18
|
|
|||
2020
|
—
|
|
|
528
|
|
|
17
|
|
|||
2021-2025
|
—
|
|
|
1,908
|
|
|
61
|
|
|||
Total
|
$
|
—
|
|
|
$
|
4,674
|
|
|
$
|
158
|
|
(a)
|
This expected pay-out schedule considers the termination of the pension benefit plan during 2015.
|
|
Pension Benefit Plan
|
||||||
|
As of December 31,
|
|
|||||
Asset Category
|
|
2015
(a)
|
|
2014
|
|
||
Cash and cash equivalents
|
|
—
|
%
|
|
58
|
%
|
|
Equity Securities
|
|
—
|
|
|
26
|
|
|
Debt Securities
|
|
—
|
|
|
12
|
|
|
Other
|
|
—
|
|
|
4
|
|
|
Total
|
|
—
|
%
|
|
100
|
%
|
|
(a)
|
This weighted average asset allocation by asset category schedule considers the termination of the pension benefit plan during 2015.
|
|
|
Fair Value Measurements at December 31, 2014
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
|
$
|
753
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
753
|
|
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Domestic equity securities
|
|
332
|
|
|
—
|
|
|
—
|
|
|
332
|
|
||||
International equity securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment grade domestic bonds
|
|
162
|
|
|
—
|
|
|
—
|
|
|
162
|
|
||||
Other
|
|
53
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||
Total
|
|
$
|
1,300
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,300
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Shares |
|
Weighted
Average Exercise Price |
|
Shares
|
|
Weighted
Average Exercise Price |
|
Shares
|
|
Weighted
Average Exercise Price |
|||||||||
Outstanding at beginning of year
|
4,000
|
|
|
$
|
10.45
|
|
|
10,000
|
|
|
$
|
9.91
|
|
|
20,000
|
|
|
$
|
9.30
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Canceled/Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|
8.69
|
|
|||
Exercised
|
4,000
|
|
|
17.09
|
|
|
6,000
|
|
|
9.54
|
|
|
|
|
|
|||||
Outstanding at end of year
|
—
|
|
|
$
|
—
|
|
|
4,000
|
|
|
$
|
10.45
|
|
|
10,000
|
|
|
$
|
9.91
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Shares |
|
Weighted
Average Grant-Date Fair Value |
|
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||||||||
Non vested balance at beginning of year
|
278,900
|
|
|
$
|
6.28
|
|
|
569,296
|
|
|
$
|
5.26
|
|
|
933,887
|
|
|
$
|
6.22
|
|
Granted
|
13,585
|
|
|
17.02
|
|
|
58,669
|
|
|
4.42
|
|
|
60,805
|
|
|
4.88
|
|
|||
Forfeited
|
(30,800
|
)
|
|
6.27
|
|
|
(206,282
|
)
|
|
4.59
|
|
|
(181,687
|
)
|
|
5.11
|
|
|||
Vested
|
(133,185
|
)
|
|
7.80
|
|
|
(142,783
|
)
|
|
3.87
|
|
|
(243,709
|
)
|
|
8.95
|
|
|||
Non vested balance at end of year
|
128,500
|
|
|
$
|
5.85
|
|
|
278,900
|
|
|
$
|
6.28
|
|
|
569,296
|
|
|
$
|
5.26
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Units |
|
Weighted Average
Grant-Date Fair Value |
|
Units |
|
Weighted Average
Grant-Date Fair Value |
|
Units |
|
Weighted Average
Grant-Date Fair Value |
|||||||||
Non vested balance at beginning of year
|
413,288
|
|
|
$
|
5.09
|
|
|
371,502
|
|
|
$
|
4.34
|
|
|
423,264
|
|
|
$
|
4.29
|
|
Granted
|
89,702
|
|
|
16.63
|
|
|
247,463
|
|
|
5.83
|
|
|
33,822
|
|
|
5.13
|
|
|||
Forfeited
|
(54,506
|
)
|
|
6.15
|
|
|
(135,104
|
)
|
|
4.60
|
|
|
(71,223
|
)
|
|
4.31
|
|
|||
Vested
|
(10,538
|
)
|
|
14.88
|
|
|
(70,573
|
)
|
|
3.22
|
|
|
(14,361
|
)
|
|
5.07
|
|
|||
Non vested balance at end of year
|
437,946
|
|
|
$
|
7.09
|
|
|
413,288
|
|
|
$
|
5.09
|
|
|
371,502
|
|
|
$
|
4.34
|
|
NOTE 9:
|
RESTRUCTURING AND SEVERANCE COSTS
|
|
Year Ended December 31,
|
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
||||||
Balance at beginning of year
|
$
|
208
|
|
|
$
|
1,277
|
|
|
$
|
484
|
|
|
Provision for additional expense
(a)
|
1,004
|
|
|
406
|
|
|
1,525
|
|
|
|||
Payments and adjustments
|
(695
|
)
|
|
(1,475
|
)
|
|
(732
|
)
|
|
|||
Balance at end of year
|
$
|
517
|
|
|
$
|
208
|
|
|
$
|
1,277
|
|
|
(a)
|
Severance costs are included in the caption
Selling, general and administrative expenses
on the Consolidated Statements of Operations.
|
NOTE 10:
|
CONCENTRATIONS
|
NOTE 11:
|
OPERATING SEGMENTS
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales to customers:
|
|
|
|
|
|
||||||
Distillery products
|
$
|
270,225
|
|
|
$
|
256,561
|
|
|
$
|
264,098
|
|
Ingredient solutions
|
57,379
|
|
|
56,842
|
|
|
58,967
|
|
|||
Other
(a)
|
—
|
|
|
—
|
|
|
199
|
|
|||
Total
|
$
|
327,604
|
|
|
$
|
313,403
|
|
|
$
|
323,264
|
|
|
|
|
|
|
|
|
|
||||
Gross profit:
|
|
|
|
|
|
||||||
Distillery products
|
50,662
|
|
|
$
|
22,332
|
|
|
$
|
14,309
|
|
|
Ingredient solutions
|
7,871
|
|
|
6,099
|
|
|
6,986
|
|
|||
Other
(a)
|
—
|
|
|
—
|
|
|
(56
|
)
|
|||
Total
|
$
|
58,533
|
|
|
$
|
28,431
|
|
|
$
|
21,239
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
||||
Distillery products
|
$
|
8,900
|
|
|
$
|
8,510
|
|
|
$
|
8,209
|
|
Ingredient solutions
|
2,111
|
|
|
2,316
|
|
|
2,322
|
|
|||
Other
(a)
|
—
|
|
|
—
|
|
|
21
|
|
|||
Corporate
|
1,371
|
|
|
1,499
|
|
|
1,457
|
|
|||
Total
|
$
|
12,382
|
|
|
$
|
12,325
|
|
|
$
|
12,009
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations before income taxes:
|
|
|
|
|
|
|
|
||||
Distillery products
|
$
|
49,097
|
|
|
$
|
28,701
|
|
|
$
|
11,987
|
|
Ingredient solutions
|
5,636
|
|
|
3,939
|
|
|
4,503
|
|
|||
Other
(a)
|
—
|
|
|
—
|
|
|
(90
|
)
|
|||
Corporate
|
(16,315
|
)
|
|
(6,700
|
)
|
|
(22,921
|
)
|
|||
Total
|
$
|
38,418
|
|
|
$
|
25,940
|
|
|
$
|
(6,521
|
)
|
(a)
|
Assets from this segment were sold February 8, 2013 as previously described.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Identifiable Assets
|
|
|
|
||||
Distillery products
|
$
|
131,963
|
|
|
$
|
98,791
|
|
Ingredient solutions
|
24,023
|
|
|
23,324
|
|
||
Corporate
|
38,324
|
|
|
38,100
|
|
||
Total
|
$
|
194,310
|
|
|
$
|
160,215
|
|
NOTE 12:
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment in accounts payable
|
$
|
1,784
|
|
|
$
|
574
|
|
|
$
|
1,675
|
|
Additional cash payment information:
|
|
|
|
|
|
|
|||||
Interest paid
|
818
|
|
|
903
|
|
|
1,286
|
|
|||
Income tax paid
|
9,393
|
|
|
146
|
|
|
254
|
|
NOTE 13:
|
DERIVATIVE INSTRUMENTS
|
NOTE 14:
|
RELATED PARTY TRANSACTIONS
|
NOTE 15:
|
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
|
NOTE 16:
|
QUARTERLY FINANCIAL DATA (UNAUDITED)
|
|
Year Ended December 31, 2015
(a) (b)
|
||||||||||||||
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
||||||||
Sales
|
$
|
85,072
|
|
|
$
|
83,880
|
|
|
$
|
92,071
|
|
|
$
|
84,864
|
|
Less: excise tax
|
3,563
|
|
|
3,552
|
|
|
6,717
|
|
|
4,451
|
|
||||
Net sales
|
81,509
|
|
|
80,328
|
|
|
85,354
|
|
|
80,413
|
|
||||
Cost of sales
|
65,754
|
|
|
68,466
|
|
|
67,826
|
|
|
67,025
|
|
||||
Gross profit
|
15,755
|
|
|
11,862
|
|
|
17,528
|
|
|
13,388
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
5,681
|
|
|
5,497
|
|
|
8,025
|
|
|
6,480
|
|
||||
Operating income
|
10,074
|
|
|
6,365
|
|
|
9,503
|
|
|
6,908
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Equity in earnings (Note 3)
|
92
|
|
|
1,562
|
|
|
3,096
|
|
|
1,352
|
|
||||
Interest expense
|
(160
|
)
|
|
(114
|
)
|
|
(129
|
)
|
|
(131
|
)
|
||||
Income from operations before income taxes
|
10,006
|
|
|
7,813
|
|
|
12,470
|
|
|
8,129
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense (Note 5)
|
3,527
|
|
|
1,042
|
|
|
4,599
|
|
|
3,059
|
|
||||
Net income from operations
|
$
|
6,479
|
|
|
$
|
6,771
|
|
|
$
|
7,871
|
|
|
$
|
5,070
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings per share data
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
$
|
0.44
|
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends per Common Share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.06
|
|
(a)
|
Net income was positively impacted during the second quarter of 2015 by
$460
as result of an insurance recovery. See discussion on this matter at Note 17.
|
(b)
|
Net income was positively impacted during the third and fourth quarters of 2015 by
$1,908
and
$477
, respectively, as result of a release of the valuation allowance related to deferred tax assets. See discussion on this matter at Note 5.
|
|
Year Ended December 31, 2014
(a) (b) (c)
|
||||||||||||||
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
||||||||
Sales
|
$
|
83,901
|
|
|
$
|
83,966
|
|
|
$
|
85,903
|
|
|
$
|
84,582
|
|
Less: excise tax
|
7,576
|
|
|
6,451
|
|
|
5,336
|
|
|
5,586
|
|
||||
Net sales
|
76,325
|
|
|
77,515
|
|
|
80,567
|
|
|
78,996
|
|
||||
Cost of sales
|
70,314
|
|
|
70,204
|
|
|
72,259
|
|
|
72,195
|
|
||||
Gross profit
|
6,011
|
|
|
7,311
|
|
|
8,308
|
|
|
6,801
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
4,897
|
|
|
4,966
|
|
|
5,166
|
|
|
5,072
|
|
||||
Insurance recoveries (Note 17)
|
(7,067
|
)
|
|
(1,293
|
)
|
|
70
|
|
|
—
|
|
||||
Other operating costs and loss on sale of assets, net
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Operating income
|
8,181
|
|
|
3,637
|
|
|
3,072
|
|
|
1,729
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Equity in earnings (Note 3)
|
2,850
|
|
|
1,621
|
|
|
2,331
|
|
|
3,335
|
|
||||
Interest expense
|
(201
|
)
|
|
(199
|
)
|
|
(218
|
)
|
|
(198
|
)
|
||||
Income from operations before income taxes
|
10,830
|
|
|
5,059
|
|
|
5,185
|
|
|
4,866
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense (benefit) (Note 5)
|
3,267
|
|
|
(1,169
|
)
|
|
86
|
|
|
81
|
|
||||
Net income from operations
|
$
|
7,563
|
|
|
$
|
6,228
|
|
|
$
|
5,099
|
|
|
$
|
4,785
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings per share data
|
$
|
0.42
|
|
|
$
|
0.34
|
|
|
$
|
0.28
|
|
|
$
|
0.26
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends per Common Share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.05
|
|
(a)
|
Net income was positively/(negatively) impacted during the second, third and fourth quarters of the year ended December 31, 2014 by
$(120)
,
$1,940
, and
$6,778
, respectively as result of insurance recoveries. Certain immaterial amounts related to the accounting for insurance recoveries recorded during the second quarter were reclassified during the third quarter. The results above for the second quarter reflect these immaterial reclassifications. See discussion on this matter at Note 1 and Note 17.
|
(b)
|
Net income was positively impacted during the third and fourth quarters of the year ended December 31, 2014 by
$1,215
, and
$104
, respectively, as result of a release of the valuation allowance related to deferred tax assets. See discussion on this matter at Note 5
.
|
(c)
|
Total basic and diluted earnings per share for the quarters, when aggregated, do not equal the annual amounts of
$1.32
due to rounding.
|
NOTE 17:
|
PROPERTY AND BUSINESS INTERRUPTION INSURANCE CLAIMS AND RECOVERIES
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Total insurance recoveries
|
$
|
460
|
|
|
$
|
9,375
|
|
|
$
|
—
|
|
Insurance recoveries - interruption of business
|
$
|
460
|
|
|
$
|
925
|
|
|
$
|
—
|
|
Less: out-of-pocket expenses related to interruption of business in
Cost of Sales
|
—
|
|
|
617
|
|
|
—
|
|
|||
Net reduction to
Cost of sales
|
$
|
460
|
|
|
$
|
308
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Insurance recoveries - property damage
|
$
|
—
|
|
|
$
|
8,450
|
|
|
$
|
—
|
|
Less: Net book value of property loss in insurance recoveries
|
—
|
|
|
160
|
|
|
—
|
|
|||
Insurance recoveries
|
$
|
—
|
|
|
$
|
8,290
|
|
|
$
|
—
|
|
NOTE 18:
|
SUBSEQUENT EVENTS
|
|
(1) Number of shares to be issued upon exercise of outstanding options, warrants and rights
|
|
(2) Weighted-average of exercise price of outstanding options, warrants and rights
|
|
(3) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column
(1))
|
||||
Equity compensation plans approved by security holders
|
437,946
|
|
|
$
|
7.09
|
|
|
1,663,365
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
437,946
|
|
|
$
|
7.09
|
|
|
1,663,365
|
|
•
|
Management's Report on Internal Control over Financial Reporting.
|
▪
|
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting.
|
▪
|
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements.
|
▪
|
Consolidated Statements of Operations – for the Years Ended
December 31, 2015
,
2014
and 2013.
|
•
|
Consolidated Balance Sheets at
December 31, 2015
and
2014
.
|
▪
|
Consolidated Statements of Changes in Stockholders’ Equity – for the Years Ended
December 31, 2015
,
2014
and 2013.
|
▪
|
Consolidated Statements of Cash Flows – for the Years Ended
December 31, 2015
,
2014
and 2013.
|
▪
|
Notes to Consolidated Financial Statements.
|
2.1
|
Agreement of Merger and Plan of Reorganization, dated as of January 3, 2012, by and among MGPI Processing, Inc. (formerly MGP Ingredients, Inc.), MGP Ingredients, Inc. (formerly MGPI Holdings, Inc.) and MGPI Merger Sub, Inc. (Incorporated by reference to Exhibit 2 of the Company’s current report on Form 8-K filed January 5, 2012 (File number 000-17196))
|
2.2
|
Asset Purchase Agreement by and among Lawrenceburg Distillers Indiana, LLC, Angostura US Holdings Limited and MGPI of Indiana, LLC, dated October 20, 2011 (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed December 28, 2011 (File number 000-17196))
|
3.1.1
|
Articles of Incorporation of MGP Ingredients, Inc. (formerly MGPI Holdings, Inc.), as amended (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed January 5, 2012 (File number 000-17196))
|
3.1.2
|
Certificate of Amendment to Articles of Incorporation of MGP Ingredients, Inc. (formerly MGPI Holdings, Inc.) (Incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed January 5, 2012 (File number 000-17196))
|
3.1.3
|
Certificate of Amendment to Articles of Incorporation of MGP Ingredients, Inc., dated May 22, 2014 (Incorporated by reference to Exhibit A of the Company's Proxy Statement on Schedule 14A filed April 24, 2014 (File number 000-17196))
|
3.2
|
Amended and Restated Bylaws of MGP Ingredients, Inc. dated May 21, 2015 (Incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K filed May 27, 2015 (File number 000-17196)
|
4.1
|
Second Amended and Restated Credit Agreement, dated February 27, 2015, by and among MGPI Processing, Inc., MGPI Pipeline, Inc. and MGPI of Indiana, LLC as Borrowers, MGP Ingredients, Inc., Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on March 5, 2015).
|
4.1.1
|
Reaffirmation of Loan Documents and Amendment No. 1 to Guaranty and Security Agreement, dated February 27, 2015, by and among MGP Ingredients, Inc., MGPI Processing, Inc., MGPI Pipeline, Inc., MGPI of Indiana, LLC, and Thunderbird Real Estate Holdings, LLC, as Grantors, and Wells Fargo Bank, National Association, as Administrative Agent (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on March 5, 2015).
|
4.1.2
|
Real Property Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of February 27, 2015, between MGPI of Indiana, LLC and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on March 5, 2015).
|
4.1.3
|
Fourth Modification to Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of February 27, 2015, between MGPI Processing, Inc. and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on March 5, 2015).
|
4.1.4
|
Modification to Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of February 27, 2015, between MGPI Processing, Inc. and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on March 5, 2015).
|
4.1.5
|
Amended and Restated Patent Security Agreement dated November 2, 2012 between MGPI Processing, Inc and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on November 8, 2012 (File number 000-17196))
|
4.1.6
|
Trademark Security Agreement dated November 2, 2012 between MGPI Processing, Inc. and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on November 8, 2012 (File number 000-17196))
|
4.1.7
|
Assignment of Membership Interests dated as of July 21, 2009 between MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and Wells Fargo Bank, National Association, relating to MGPI of Indiana, LLC (formerly, Firebird Acquisitions, LLC) (Incorporated by reference to Exhibit 4.1.2 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
4.1.8
|
Stock Pledge Agreement dated as of July 21, 2009 between MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and Wells Fargo Bank, National Association, relating to stock of Midwest Grain Pipeline, Inc. (Incorporated by reference to Exhibit 4.1.3 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
4.1.9
|
Amended and Restated Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated as of August 31, 2009 relating to MGPI Processing, Inc.’s (formerly MGP Ingredients, Inc.) Atchison facility in favor of Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 4.1.6 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196)) and subsequently amended on November 2, 2012 as described in the Company’s Current Report on Form 8-K filed November 8, 2012 (File number 000-17196))
|
4.1.10
|
Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated February 15, 2010 to Wells Fargo Bank, National Association, relating to MGPI Processing, Inc.’s (formerly MGP Ingredients, Inc.) Executive Office Building & Technical Center in Atchison, Kansas (Incorporated by reference to Exhibit 4.1.13 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2010 (File number 000-17196)) and subsequently amended on November 2, 2012 as described in the Company’s Current Report on Form 8-K filed November 8, 2012 (File number 000-17196))
|
4.1.11
|
Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated February 15, 2010 to Wells Fargo Bank, National Association, relating to MGPI Processing, Inc.’s (formerly MGP Ingredients, Inc.) Executive Office Building & Technical Center in Atchison, Kansas (Incorporated by reference to Exhibit 4.1.13 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2010 (File number 000-17196))
|
4.1.12
|
Amended and Restated Bond Pledge and Security Agreement dated November 2, 2012 by and among MGPI Processing, Inc. (formerly MGP Ingredients, Inc.), Commerce Bank, as Trustee and Wells Fargo Bank, National Association relating to City of Atchison, Kansas, $7,000,000 original principal amount of Taxable Industrial Revenue Bonds, Series 2006 (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on November 8, 2012 (File number 000-17196))
|
4.1.13
|
Amended and Restated Guaranty and Security Agreement dated November 2, 2012, by and among MGP Ingredients, Inc., MGPI of Indiana, LLC, MGPI Pipeline, Inc., MGPI Processing, Inc. and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed November 8, 2012 (File number 000-17196))
|
4.2
|
Commercial Security Agreement from MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) to Union State Bank of Everest dated March 31, 2009 (Incorporated by reference to Exhibit 4.5.2 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
4.2.1
|
Amendment to Commercial Security Agreement dated as of July 20, 2009 between MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and Union State Bank of Everest (Incorporated by reference to Exhibit 4.5.3 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
4.3
|
Promissory Note dated July 20, 2009 from MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) to Union State Bank of Everest in the initial principal amount of $2,000,000 (Incorporated by reference to Exhibit 4.6 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
4.3.1
|
Commercial Security Agreement dated July 20, 2009 from MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) to Union State Bank of Everest relating to equipment at the Atchison and Onaga facilities (Incorporated by reference to Exhibit 4.6.1 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
4.3.2
|
Mortgage dated July 20, 2009 from MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) to Union State Bank of Everest relating to the Atchison facility (Incorporated by reference to Exhibit 4.6.2 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
4.4
|
Amended and Restated Intercreditor Agreement between Wells Fargo Bank, National Association and Union State Bank of Everest dated October 31, 2012 (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed November 8, 2012 (File number 000-17196))
|
4.5
|
Master Lease Agreement dated as of June 28, 2011 between U.S. Bancorp Equipment Finance, Inc. and MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and related bill of sale and Schedules #001-0018787-001 and 1166954-001-0018787-001 (Incorporated by reference to Exhibit 4.7 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011(File number 000-17196))
|
4.5.1
|
Mortgagee’s Waiver executed by Union State Bank of Everest (Incorporated by reference to Exhibit 4.7.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011 (File number 000-17196))
|
4.5.2
|
Mortgagee’s Waiver and lien release executed by Wells Fargo Bank National Association (Incorporated by reference to Exhibit 4.7.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011(File number 000-17196))
|
10.1
|
Assumption Agreement, dated as of January 3, 2012, between MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and MGP Ingredients, Inc. (formerly MGPI Holdings, Inc.) (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed January 5, 2012 (File number 000-17196))
|
10.2
|
Limited Liability Company Agreement dated November 20, 2009 between MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and Illinois Corn Processing Holdings LLC (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on November 27, 2009 (File number 000-17196))
|
10.3*
|
Copy of MGP Ingredients, Inc. 1996 Stock Option Plan for Outside Directors, as amended (Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (File number 333-51849))
|
10.4*
|
Copy of amendments to Options granted under MGP Ingredients, Inc. 1996 Stock Option Plan for Outside Directors (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended September 30, 1998 (File number 000-17196))
|
10.5*
|
Form of Option Agreement for the grant of Options under the MGP Ingredients, Inc. 1996 Stock Option Plan for Outside Directors, as amended (Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended September 30, 1998 (File number 000-17196))
|
10.6*
|
Non-Employee Directors’ Restricted Stock and Restricted Unit Plan, as amended and restated (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed January 5, 2012 (File number 000-17196))
|
10.7*
|
Amendment 1 to Non-Employee Directors' Restricted Stock and restricted Stock Unit Plan dated as of March 14, 2014 (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2014 (File number 000-17196))
|
10.8*
|
Stock Incentive Plan of 2004, as amended (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statements on Form S-8 (File numbers 333-162625 & 333-119860))
|
10.9.1*
|
First Amended and Restated MGP Ingredients, Inc. Short-Term Incentive Plan (For 2012 and Subsequent Years) (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed December 19, 2012 (File number 000-17196))
|
10.9.2*
|
First Amendment to the First Amended and Restated MGP Ingredients, Inc. Short-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on August 9, 2013 (File number 000-17196))
|
10.10*
|
MGP Ingredients, Inc. 2014 Non-Employee Director Equity Incentive Plan (Incorporated by reference to Exhibit C of the Company's Proxy Statement on Schedule 14A filed April 24, 2014 (File number 000-17196))
|
10.11*
|
MGP Ingredients, Inc. 2014 Equity Incentive Plan (as amended and restated) (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 27, 2015 (File number 000-17196))
|
10.12*
|
Guidelines on Issuance of 2011 Transition Period Restricted Stock Unit Awards (Incorporated by reference to Exhibit 10.52 of the Company’s Report on Form 10-K for the transition period from July 1, 2011 to December 31, 2011 (File number 000-17196))
|
10.13*
|
Guidelines on Issuance of Fiscal 2011 Restricted Share Awards (Incorporated by reference to Exhibit 10.48 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011 (File number 000-17196))
|
10.14*
|
Guidelines on Issuance of Fiscal 2012 Restricted Stock Unit Awards (Incorporated by reference to Exhibit 10.41 of the Company’s Report on Form 10-K for fiscal 2012 (File number 000-17196))
|
10.15*
|
Guidelines on Issuance of Fiscal 2013 Restricted Stock Unit Awards
|
10.16*
|
Non-Employee Director Restricted Share Award Agreement effective October 21, 2011 of John Speirs (Similar agreements were made for the same number of shares with Michael Braude, John Byom, Cloud L. Cray, Gary Gradinger, Linda Miller, Karen Seaberg and Daryl Schaller) (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 (File number 000-17196))
|
10.17*
|
Agreement with Timothy Newkirk as to Award of Restricted Shares Granted Under the Stock Incentive Plan of 2004 with respect to Fiscal 2011 (Similar agreements have been made for 16,500 shares to each of the following named executive officers: Donald Tracy, Randall M. Schrick, Donald Coffey and Scott Phillips) (Incorporated by reference to Exhibit 10.49 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011 (File number 000-17196))
|
10.18*
|
Form of Award Agreement for Fiscal 2012 Restricted Stock Unit Awards granted under the Stock Incentive Plan of 2004 (Incorporated by reference to Exhibit 10.40 of the Company’s Report on Form 10-K for fiscal 2012 (File number 000-17196))
|
10.19*
|
Form of Award Agreement for Fiscal 2013 Restricted Stock Unit Awards granted under the Non-Employee Directors’ Restricted Stock and Restricted Unit Plan
|
10.20*
|
Form of Award Agreement for Fiscal 2014 Restricted Stock Unit Awards granted under the Non-Employee Director Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the Quarter ended June 30, 2014 (File number 000-17196))
|
10.21*
|
MGP Ingredients, Inc. Agreement as to Award of Restricted Stock Units Granted under the 2014 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the Quarter ended September 30, 2014 (File number 000-17196))
|
10.22*
|
Compensation Claw Back Policy (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed December 12, 2011 (File number 000-17196))
|
10.23.1*
|
Form of Indemnification Agreement between MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and its Directors and Executive Officers (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly report on Form 10-Q for the quarter ended December 31, 2006 (File number 000-17196))
|
10.23.2*
|
Form of Indemnification Agreement between MGP Ingredients, Inc. (formerly MGPI Holdings, Inc.) and its Directors and Executive Officers (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed January 5, 2012 (File number 000-17196))
|
10.24.1*
|
Executive Employment Agreement effective August 8, 2013 between MGP Ingredients, Inc. and Donald P. Tracy (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on August 9, 2013 (File number 000-17196))
|
10.24.2*
|
Amendment and Restatement of the Executive Employment Agreement dated December 17, 2013 between MGP Ingredients, Inc. and Donald P. Tracy ((Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 23, 2013 (File number 000-17196))
|
10.24.3*
|
Employment Agreement, dated July 23, 2014, between MGP Ingredients, Inc. and Augustus C. Griffin, Chief Executive Officer (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the Quarter ended September 30, 2014 (File number 000-17196))
|
10.25
|
Settlement Agreement and Mutual Release dated December 3, 2013 among MGP Ingredients, Inc. and Cloud "Bud" Cray, Jr., Karen Seaberg, and Thomas M. Cray, Michael Braude, Linda Miller, Gary Gradinger, Daryl Schaller, John Speirs, and Timothy Newkirk (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 6, 2013 (File number 000-17196))
|
10.26*
|
Separation Agreement and Release between MGP Ingredients, Inc. and Don Tracy dated June 17, 2015 (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the Quarter ended June 30, 2015 (File number 000-17196))
|
10.27* **
|
Offer Letter between MGP Ingredients, Inc. and Tom Pigott dated August 28, 2015
|
10.28
|
Stock Repurchase Agreement between MGP Ingredients, Inc. and F2 SEA Inc., dated September 1, 2015 (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 8, 2015)
|
21**
|
Subsidiaries of the Company
|
23.1**
|
Consent of KPMG, LLP, Independent Registered Public Accounting Firm
|
24
|
Powers of Attorney executed by all officers and directors of the Company who have signed this report on Form 10-K (Incorporated by reference to the signature pages of this report)
|
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**
|
CFO Certification furnished pursuant to Rule 13a-14(b)
|
101**
|
The following financial information from MGP Ingredients, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (Extensible Business Reporting Language) includes: (i) Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014, and , (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows (and in the case of (ii), (iii), (iv) and (v)) for the years ended December 31, 2015, December 31, 2014, and December 31, 2013, and (vi) the Notes to the Consolidated Financial Statements.
|
|
MGP INGREDIENTS, INC.
|
|
|
|
|
|
By
|
/s/ Augustus C. Griffin
|
|
|
Augustus C. Griffin, President and Chief Executive Officer
|
|
|
|
|
By
|
/s/ Thomas K. Pigott
|
|
|
Thomas K. Pigott, Vice President, Finance and Chief Financial Officer
|
Name
|
Title
|
Date
|
/s/ Augustus C. Griffin
Augustus C. Griffin |
President and Chief Executive Officer
|
March 10, 2016
|
/s/ Thomas K. Pigott
Thomas K. Pigott
|
Vice President, Finance and Chief Financial Officer
|
March 10, 2016
|
/s/ John P. Bridendall
John P. Bridendall
|
Director
|
March 10, 2016
|
/s/ David J. Colo
David J. Colo
|
Director
|
March 10, 2016
|
/s/ Terrence P. Dunn
Terrence P. Dunn
|
Director
|
March 10, 2016
|
/s/ Anthony P. Foglio
Anthony P. Foglio
|
Director
|
March 10, 2016
|
/s/ George W. Page, Jr.
George W. Page, Jr.
|
Director
|
March 10, 2016
|
/s/ Daryl R. Schaller
Daryl R. Schaller |
Director
|
March 10, 2016
|
/s/ Karen Seaberg
Karen Seaberg
|
Director
|
March 10, 2016
|
/s/ M. Jeannine Strandjord
M. Jeannine Strandjord
|
Director
|
March 10, 2016
|
|
|
MGP Ingredients, Inc.
|
|
Cray Business Plaza
|
|
|
100 Commercial St., P.O. Box 130
|
|
|
Atchison, Kansas 66002-0130
|
|
|
800.255.0302
|
|
|
www.mgpingredients.com
|
|
|
|
|
|
Weighting
|
Minimum Payout
|
Target Plan Payout
|
Maximum Payout
|
|
|
90%
|
100%
|
150%
|
Operating Profit
|
70%
|
$14,667
|
$16,297
|
$24,445
|
ICP Results
|
10%
|
$3,240
|
$3,600
|
$5,400
|
MGP Owned Barrel Put Away
|
20%
|
9,266
|
10,296
|
15,444
|
•
|
Real estate agent’s commission, provided it does not exceed 6%,
|
•
|
Attorney’s fees of up to .5% of sales price, not to exceed $1,000,
|
•
|
Recording and discharge of mortgage fees,
|
•
|
Mortgage prepayment fees, if not waived by the lender,
|
•
|
Tax on transfer of property levied by state and local taxing jurisdictions (excluding income taxes),
|
•
|
Cost of furnishing abstract of title and/or title insurance (lender coverage only)
|
•
|
Tax search, and
|
•
|
Escrow or conveyance fee, including mortgage transfer fee.
|
|
|
Percentage of voting
securities directly or
indirectly owned by
Registrant:
|
|
State or Country
of incorporation or
organization:
|
MGPI Processing, Inc.
|
|
100
|
|
Kansas
|
MGPI of Indiana, LLC
|
|
100
|
|
Delaware
|
MGPI Pipeline, Inc.
|
|
100
|
|
Kansas
|
DM Ingredients GmbH
|
|
50
|
|
Germany
|
Illinois Corn Processing, LLC
|
|
30
|
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K 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.
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Date:
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March 10, 2016
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/s/ Augustus C. Griffin
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Augustus C. Griffin,
President and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of MGP Ingredients, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Date:
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March 10, 2016
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|
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/s/ Thomas K. Pigott
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Thomas K. Pigott,
Vice President, Finance and Chief Financial Officer
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Dated:
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March 10, 2016
|
|
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|
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/s/ Augustus C. Griffin
|
|
|
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Augustus C. Griffin
|
|
|
|
President and Chief Executive Officer
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Dated:
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March 10, 2016
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/s/ Thomas K. Pigott
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Thomas K. PIgott
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Vice President, Finance and Chief Financial Officer
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