10Q/A


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q/A

Amendment No. 1
 
(Mark One)
 
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013
 
or
 
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________________ to _________________________________
 
Commission File Number:  0-17196
 
MGP INGREDIENTS, INC.
(Exact name of registrant as specified in its charter)
 
KANSAS
45-4082531
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
100 Commercial Street, Atchison, Kansas
66002
(Address of principal executive offices)
(Zip Code)
 
(913) 367-1480
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  [X] Yes [  ] No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X ] Yes [  ] No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check One)
[  ] Large accelerated filer                                                     [  ] Accelerated filer
[  ]  Non-accelerated filer                                                      [X] Smaller Reporting Company
 
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [  ]Yes [ X ] No
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
17,851,535 shares of Common Stock, no par value as of July 31, 2013






Explanatory Note


The sole purpose of this amendment to MGP Ingredients, Inc.'s quarterly report on Form 10-Q for the period ended June 30, 2013, filed with the Securities Exchange Commission on August 5, 2013 (the “Form 10-Q”), is to replace the reference to "March 31, 2013" in the previously filed Exhibits 32.1 and 32.2 "Certification of Periodic Report" of the CEO and CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002 with a reference to the correct date of "June 30, 2013."

This Form 10-Q/A should be read in conjunction with the original Form 10-Q, which continues to speak as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the original Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures.

ITEM 6. EXHIBITS

(a) Exhibits

See the Exhibit Index following the signature page to this Form 10-Q/A.





SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



                            
Date:
August 12, 2013
By
/s/ Timothy W. Newkirk
 
 
 
Timothy W. Newkirk, President and Chief Executive Officer
 
 
 
 
Date:
August 12, 2013
By
/s/ Don Tracy
 
 
 
Don Tracy
Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)






Exhibit Index

(To Form 10Q/A)

Exhibit Number
Description of Exhibit
*31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
*31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
*32.1
Certification of Chief Executive Officer furnished pursuant to Rule 13a-14(b) and 18 U.S.C. 1350
*32.2
Certification of Chief Financial Officer furnished pursuant to Rule 13a-4(b) and 18 U.S.C. 1350
 
 
*Filed herewith
 




Exhibt 31.1
Exhibit 31.1

CERTIFICATION
I, Timothy W. Newkirk, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of MGP Ingredients, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
[Intentionally omitted]
4.
[Intentionally omitted]
5.
[Intentionally omitted]

Date:
August 12, 2013
 
 
 
 
 
/s/ Timothy W. Newkirk
 
 
 
President  and Principal Executive Officer



Exhibit 31.2
Exhibit 31.2

CERTIFICATION

I, Don Tracy, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of MGP Ingredients, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
[Intentionally omitted]
4.
[Intentionally omitted]
5.
[Intentionally omitted]


Date:
August 12, 2013
 
 
 
 
 
/s/ Don Tracy
 
 
 
Vice President, Chief Financial Officer
and Principal Financial and Accounting Officer



Exhibit 32.1
Exhibit 32.1


CERTIFICATION

OF

PERIODIC REPORT

I, Timothy W. Newkirk, President and Chief Executive Officer of MGP Ingredients, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)  the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:
August 12, 2013
 
 
 
 
 
 
 
 
 
Timothy W. Newkirk
 
 
 
President and Chief Executive Officer

[A signed original of this written statement required by Section 906 has been provided to MGP Ingredients, Inc. and will be retained by MGP Ingredients, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.]



Exhibit 32.2
Exhibit 32.2

CERTIFICATION

OF

PERIODIC REPORT

I, Don Tracy, Vice President and Chief Financial Officer of MGP Ingredients, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)  the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:
August 12, 2013
 
 
 
 
 
/s/ Don Tracy
 
 
 
Don Tracy
 
 
 
Vice President and Chief Financial Officer

[A signed original of this written statement required by Section 906 has been provided to MGP Ingredients, Inc. and will be retained by MGP Ingredients, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.]