Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q
 
(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, 2016
 
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.
[  ] Large accelerated filer                                                     [X] Accelerated filer
[  ]  Non-accelerated filer                                                      [ ] 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.
 
16,697,823 shares of Common Stock, no par value as of July 29, 2016




INDEX
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

METHOD OF PRESENTATION

Throughout this Report, when we refer to "the Company," "we," "us," "our," and words of similar import in reference to activities prior to January 3, 2012, the date a reorganization occurred ("the Reorganization"), we are referring to the combined business of MGPI Processing, Inc. (formerly MGP Ingredients, Inc.)  and its consolidated subsidiaries, and when we refer to "the Company," "we," "us," "our," and words of similar import in reference to activities occurring after the Reorganization, we are referring to the combined business of MGP Ingredients, Inc. (formerly named  MGPI Holdings, Inc.) and its consolidated subsidiaries, except to the extent that the context otherwise indicates. In this document, for any references to Note 1 through Note 9, refer to the Notes to Consolidated Financial Statements in Item 1.
 
All amounts in this report, except for share, par values, bushels, gallons, pounds, mmbtu, proof gallons, per share, per bushel, per gallon, per proof gallon and percentage amounts, are shown in thousands unless otherwise noted.


2



PART I. FINANCIAL INFORMATION 

ITEM 1. FINANCIAL STATEMENTS

MGP INGREDIENTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands, except per share amounts)
 
 
 
Quarter Ended
 
Year to Date Ended
 
 
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
Sales
 
$
82,174

 
$
92,071

 
$
159,365

 
$
176,935

Less:  excise taxes
 
1,782

 
6,717

 
2,138

 
11,168

Net sales
 
80,392

 
85,354

 
157,227

 
165,767

Cost of sales (a)
 
64,861

 
67,826

 
124,650

 
134,851

Gross profit
 
15,531

 
17,528

 
32,577

 
30,916

Selling, general and administrative expenses
 
6,404

 
8,025

 
12,725

 
14,505

Operating income
 
9,127

 
9,503

 
19,852

 
16,411

Equity method investment earnings (Note 2)
 
1,079

 
3,096

 
1,596

 
4,448

Interest expense, net
 
(328
)
 
(129
)
 
(639
)
 
(260
)
Income before income taxes
 
9,878

 
12,470

 
20,809

 
20,599

Income tax expense
 
3,570

 
4,599

 
7,442

 
7,658

Net income
 
6,308

 
7,871

 
13,367

 
12,941

Other comprehensive income (loss), net of tax
 
(21
)
 
330

 
(38
)
 
258

Comprehensive income
 
$
6,287

 
$
8,201

 
$
13,329

 
$
13,199


 
 

 
 

 
 
 
 
Basic and diluted earnings per share
 
$
0.37

 
$
0.44

 
$
0.77

 
$
0.72

Dividends and dividend equivalents per common share
 
$

 
$

 
$
0.08

 
$
0.06

 

(a) 
Includes related party purchases of $6,698 and $12,187 for the quarters ended June 30, 2016 and 2015, respectively. Includes related party purchases of $12,939 and $23,364 for the year to date periods ended June 30, 2016 and 2015, respectively.




















See accompanying notes to unaudited condensed consolidated financial statements

3



       MGP INGREDIENTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
 
 
June 30,
2016
 
December 31,
2015
Current Assets
 
 
 
 
Cash and cash equivalents
 
$
1,554

 
$
747

Receivables (less allowance for doubtful accounts: June 30, 2016 - $24; December 31, 2015 - $24)
 
33,998

 
30,670

Inventory
 
71,595

 
58,701

Prepaid expenses
 
792

 
1,062

Total current assets
 
107,939

 
91,180

Property and equipment
 
238,150

 
229,914

Less accumulated depreciation and amortization
 
(152,180
)
 
(146,360
)
Property and equipment, net
 
85,970

 
83,554

Equity method investments (Note 2)
 
16,856

 
18,563

Other assets
 
934

 
1,013

Total assets
 
$
211,699

 
$
194,310

Current Liabilities
 
 

 
 

Current maturities of long-term debt
 
$
4,352

 
$
3,345

Accounts payable
 
20,982

 
20,940

Accounts payable to affiliate, net
 
2,487

 
2,291

Accrued expenses
 
7,101

 
10,400

Income taxes payable
 
742

 
685

Total current liabilities
 
35,664

 
37,661

Long-term debt, less current maturities
 
18,399

 
7,579

Revolving credit facility
 
18,618

 
22,536

Deferred credit
 
3,054

 
3,402

Accrued retirement, health and life insurance benefits
 
4,045

 
4,136

Deferred income taxes
 
2,008

 
2,757

Other noncurrent liabilities
 
81

 
79

Total liabilities
 
81,869

 
78,150

Commitments and Contingencies (Note 4)
 


 


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 June 30, 2016 and December 31, 2015, and 16,697,823 and 16,681,576 shares outstanding at June 30, 2016 and  December 31, 2015, respectively
 
6,715

 
6,715

Additional paid-in capital
 
12,634

 
11,356

Retained earnings
 
126,550

 
114,558

Accumulated other comprehensive loss, net of tax
 
(538
)
 
(500
)
Treasury stock, at cost
 
 

 
 

Shares of 1,418,142 at June 30, 2016 and 1,434,389 at December 31, 2015
 
(15,535
)
 
(15,973
)
Total stockholders’ equity
 
129,830

 
116,160

Total liabilities and stockholders’ equity
 
$
211,699

 
$
194,310






See accompanying notes to unaudited condensed consolidated financial statements

4



MGP INGREDIENTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)

 
 
Year to Date Ended
 
 
June 30,
2016
 
June 30,
2015
Cash Flows from Operating Activities
 
 
 
 
Net income
 
$
13,367

 
$
12,941

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
 
 

 
 

Depreciation and amortization
 
5,983

 
6,184

Distribution received from equity method investee
 
3,300

 

Deferred income taxes, including change in valuation allowance
 
(749
)
 
3,057

Share-based compensation
 
1,234

 
690

Equity method investment earnings
 
(1,596
)
 
(4,447
)
Other, net
 
(230
)
 

Changes in Operating Assets and Liabilities:
 
 

 
 

Receivables, net
 
(3,328
)
 
(4,081
)
Inventory
 
(12,894
)
 
(10,576
)
Prepaid expenses
 
270

 
(663
)
Accounts payable
 
(2,106
)
 
2,992

Accounts payable to affiliate, net
 
196

 
988

Accrued expenses
 
(2,814
)
 
1,879

Income taxes payable
 
57

 
857

Deferred credit
 
(348
)
 
(340
)
Accrued retirement health and life insurance benefits
 
(124
)
 
(665
)
Other, net
 

 
287

Net cash provided by operating activities
 
218

 
9,103

Cash Flows from Investing Activities
 
 

 
 

Additions to property and equipment
 
(6,088
)
 
(8,080
)
Other, net
 
230

 

Net cash used in investing activities
 
(5,858
)
 
(8,080
)
Cash Flows from Financing Activities
 
 

 
 

Purchase of treasury stock
 

 
(166
)
Payment of dividends
 
(1,378
)
 
(1,087
)
Principal payments on long-term debt
 
(2,173
)
 
(799
)
Proceeds from credit facility
 
17,064

 
1,235

Payments on credit facility
 
(6,952
)
 
(1,138
)
Loan fees incurred with borrowings
 
(114
)
 
(348
)
Net cash provided by (used in) financing activities
 
6,447

 
(2,303
)
Increase (decrease) in cash and cash equivalents
 
807

 
(1,280
)
Cash and cash equivalents, beginning of year
 
747

 
5,641

Cash and cash equivalents, end of period
 
$
1,554

 
$
4,361





See accompanying notes to unaudited condensed consolidated financial statements

5



MGP INGREDIENTS, INC.
CONDENSED CONSOLIDATED STATEMENT OF
CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
(Dollars in thousands)
 
 
 
Capital
Stock
Preferred
 
Common Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Treasury
Stock
 
Total
Balance, December 31, 2015
 
$
4

 
$
6,715

 
$
11,356

 
$
114,558

 
$
(500
)
 
$
(15,973
)
 
$
116,160

Comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 

 

 

 
13,367

 

 

 
13,367

Change in post employment benefits
 

 

 

 

 
(35
)
 

 
(35
)
Change in joint venture equity
 

 

 

 

 
(3
)
 

 
(3
)
Dividends and dividend equivalents, net of forfeitures
 

 

 

 
(1,375
)
 

 

 
(1,375
)
Share-based compensation
 

 

 
1,278

 

 

 

 
1,278

Stock shares awarded, forfeited or vested
 

 

 

 

 

 
438

 
438

Balance, June 30, 2016
 
$
4

 
$
6,715

 
$
12,634

 
$
126,550

 
$
(538
)
 
$
(15,535
)
 
$
129,830

 
































See accompanying notes to unaudited condensed consolidated financial statements

6



MGP INGREDIENTS, INC.
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, unless otherwise noted)

Note 1.  Accounting Policies and Basis of Presentation.

The Company. MGP Ingredients, Inc. ("Company") is a Kansas corporation headquartered in Atchison, Kansas.  It was incorporated in 2011 and is a holding company with no operations of its own.  Its principal directly-owned operating subsidiaries are MGPI Processing, Inc. ("Processing") and MGPI of Indiana, LLC ("MGPI-I").  Processing was incorporated in Kansas in 1957 and is the successor to a business founded in 1941 by Cloud L. Cray, Sr. On January 3, 2012, MGP Ingredients, Inc. reorganized into a holding company structure (the "Reorganization") through a series of steps involving various legal entities. Prior to the Reorganization, Processing was named MGP Ingredients, Inc.

Basis of Presentation and Principles of Consolidation. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements as of and for the quarter ended June 30, 2016 should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Report on Form 10-K/A for the year ended December 31, 2015 filed with the Securities and Exchange Commission ("SEC").  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Use of Estimates.  The financial reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("GAAP").  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  The application of certain of these policies places significant demands on management’s judgment, with financial reporting results relying on estimation about the effects of matters that are inherently uncertain.  For all of these policies, management cautions that future events rarely develop as forecast, and estimates routinely require adjustment and may require material adjustment.

Inventory.  Inventory includes finished goods, raw materials in the form of agricultural commodities used in the production process and certain maintenance and repair items.  Bourbon and whiskeys are normally aged in barrels for several years, following industry practice; all barreled bourbon and whiskey is classified as a current asset. The Company includes warehousing, insurance, and other carrying charges applicable to barreled whiskey in inventory costs.

Inventories are stated at the lower of cost or market on the first-in, first-out, or FIFO, method.  Inventory valuations are impacted by constantly changing prices paid for key materials, primarily corn. Inventory consists of the following:
 
 
June 30,
2016
 
December 31,
2015
Finished goods
 
$
15,447

 
$
15,126

Barreled distillate (bourbon and whiskey)
 
40,290

 
28,278

Work in process
 
1,758

 
2,364

Raw materials
 
7,021

 
6,675

Maintenance materials
 
5,970

 
5,371

Other
 
1,109

 
887

Total
 
$
71,595

 
$
58,701


Equity Method Investments.  The Company accounts for its investment in non-consolidated subsidiaries under the equity method of accounting when the Company has significant influence, but does not have more than 50 percent voting control, and is not considered the primary beneficiary.  Under the equity method of accounting, the Company reflects its investment in non-consolidated subsidiaries within the Company’s Consolidated Balance Sheets as Equity method investments; the Company’s share of the earnings or losses of the non-consolidated subsidiaries is reflected as Equity method investment earnings in the Consolidated Statements of Comprehensive Income.


7



The Company reviews its investments in non-consolidated subsidiaries for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investments may not be fully recoverable. Evidence of a loss in value that is other than temporary include, but are not limited to, the absence of an ability to recover the carrying amount of the investment, the inability of the investee to sustain an earnings capacity which would justify the carrying amount of the investment, or, where applicable, estimated sales proceeds which are insufficient to recover the carrying amount of the investment. If the fair value of the investment is determined to be less than the carrying value and the decline in value is considered to be other than temporary, an appropriate write-down is recorded based on the excess of the carrying value over the best estimate of fair value of the investment.

Revenue Recognition.  Except as discussed below, revenue from the sale of the Company’s products is recognized as products are delivered to customers according to shipping terms and when title and risk of loss have transferred.  Income from various government incentive grant programs is recognized as it is earned.
 
The Company’s Distillery segment routinely produces unaged distillate, and this product is frequently barreled and warehoused at a Company location for an extended period of time in accordance with directions received from the Company’s customers.  This product must meet customer acceptance specifications, the risks of ownership and title to the goods must be passed to the customer, and requirements for bill and hold revenue recognition must be met prior to the Company recognizing revenue from the sale of the product.  Separate warehousing agreements are maintained for customers who store their product with the Company and warehouse revenues are recognized as the service is provided.
 
Sales include customer paid freight costs billed to customers for the quarters ended June 30, 2016 and 2015 of $3,939 and $4,577, respectively, and $8,076 and $8,878 for the year to date periods ended June 30, 2016 and 2015, respectively.

Income Taxes. The Company accounts for income taxes using an asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

Evaluating the need for, and amount of, a valuation allowance for deferred tax assets often requires significant judgment and extensive analysis of all available evidence on a jurisdiction-by-jurisdiction basis. Such judgments require the Company to interpret existing tax law and other published guidance as applied to the Company's circumstances. As part of this assessment, the Company considers both positive and negative evidence about its profitability and tax situation. A valuation allowance is recognized if it is more likely than not that at least some portion of the deferred tax asset will not be realized.

Accounting for uncertainty in income tax positions requires management judgment and the use of estimates in determining whether the impact of a tax position is "more likely than not" of being sustained. The Company considers many factors when evaluating and estimating its tax positions, which may require periodic adjustment and which may not accurately anticipate actual outcomes. It is possible that amounts reserved for potential exposure could change as a result of the conclusion of tax examinations and, accordingly, materially affect the Company’s reported net income after tax.

Earnings per Share.  Basic and diluted earnings per share are computed using the two-class method, which is an earnings allocation formula that determines net income per share for each class of Common Stock and participating security according to dividends declared and participation rights in undistributed earnings.  Per share amounts are computed by dividing net income attributable to common shareholders by the weighted average shares outstanding during the period.

Long-Lived Assets and Loss on Impairment of Assets.  Management reviews long-lived assets, mainly property and equipment assets, whenever events or circumstances indicate that usage may be limited and carrying values may not be fully recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are determined to be impaired, the impairment is measured by the amount by which the asset carrying value exceeds the estimated fair value of the assets.  Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.  Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.  No events or conditions occurred during the quarter ended June 30, 2016 that required the Company to test its long-lived assets for impairment.


8



Fair Value of Financial Instruments.  The Company determines the fair values of its financial instruments based on a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy is broken down into three levels based upon the observability of inputs. Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value in its entirety requires judgment and considers factors specific to the asset or liability.
 
The Company’s short term financial instruments include cash and cash equivalents, accounts receivable and accounts payable.  The carrying value of the short term financial instruments approximates the fair value due to their short term nature. These financial instruments have no stated maturities or the financial instruments have short term maturities that approximate market.
 
The fair value of the Company’s debt is estimated based on current market interest rates for debt with similar maturities and credit quality. The fair value of the Company’s debt was $42,399 and $34,603 at June 30, 2016 and December 31, 2015, respectively. The financial statement carrying value of total debt was $41,369 (net of unamortized loan fees of $667) and $33,460 (net of unamortized loan fees of $636) at June 30, 2016 and December 31, 2015, respectively.  These fair values are considered Level 2 under the fair value hierarchy.

Dividends and Dividend Equivalents. On March 7, 2016, the Board of Directors declared a dividend payable to stockholders of record as of March 21, 2016, of the Company's common stock, no par value ("Common Stock"), and a dividend equivalent payable to holders of restricted stock units ("RSUs") as of March 21, 2016, of $0.08 per share and per unit.  The total payment of $1,378, comprised of dividend payments of $1,335 and dividend equivalent payments of $43 (including estimated forfeitures), was paid on April 14, 2016.

On March 12, 2015, the Board of Directors announced a dividend payable to stockholders of record as of March 26, 2015, of the Company's Common Stock, and a dividend equivalent payable to holders of RSUs as of March 26, 2015, of $0.06 per share and per unit.  The total payment of $1,087, comprised of dividend payments of $1,061 and dividend equivalent payments of $26 (including estimated forfeitures), was paid on April 21, 2015.

Credit Agreement. On March 21, 2016, the Company entered into a Third Amended and Restated Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, National Association. The Credit Agreement contains customary terms and conditions substantially similar to the Second Amended and Restated Credit Agreement (the "Previous Credit Agreement") and associated schedules with Wells Fargo Bank, National Association, except as described below. Such terms and conditions include limitations on mergers, consolidations, reorganizations, recapitalizations, indebtedness and certain payments, as well as financial condition covenants relating to leverage and interest coverage ratios. The Company's obligations under the Credit Agreement may be accelerated upon customary events of default, including, without limitation, non-payment of principal or interest, breaches of covenants, certain judgments against the loan parties, cross-defaults to other material debt, a change in control and specified bankruptcy events.

The Credit Agreement added a $15,000 term loan to the previous credit agreement's $80,000 revolving facility resulting in a $95,000 facility. The principal of the term loan can be prepaid at any time without penalty or otherwise will be repaid by the Company in installments of $250 each month, which commenced on May 1, 2016. Additionally, the Credit Agreement reduced certain restrictions on acquisitions. Under the Previous Credit Agreement, only acquisitions less than $1,000 individually and $7,500 in the aggregate were permitted. The Credit Agreement eliminated the individual dollar limitation and increased the aggregate limitation to $35,000. The Credit Agreement also added an increased minimum fixed charge coverage ratio of 1.25x (compared to 1.10x in the Previous Credit Agreement) while the $15,000 term loan is outstanding, however, the special fixed coverage ratio is only tested if excess availability, after giving effect to such restricted payment, is less than 17.5 percent of the total amount of the facility.

The Company was in compliance with the Credit Agreement covenants at June 30, 2016. The Company incurred $46 of new loan fees related to the Credit Agreement that were capitalized during the quarter ended June 30, 2016. The unamortized balance of total loan fees related to the Credit Agreement was $667 at June 30, 2016 and is included in the carrying value of total debt on the Condensed Consolidated Balance Sheets as described above in the Fair Value of Financial Instruments section. The loan fees are being amortized over the life of the Credit Agreement.

9




The amount of borrowings which the Company may make is subject to borrowing base limitations adjusted for the Fixed Asset Sub-Line collateral as described in the Credit Agreement. As of June 30, 2016, the Company's total outstanding borrowings under the credit facility were $39,538, comprised of $19,285 of revolver borrowing (including unamortized loan fees of $667), $5,753 of fixed asset sub-line term loan borrowing, and $14,500 of term loan borrowing, leaving $47,385 available. The average interest rate for total borrowings of the Credit Agreement at June 30, 2016 was 2.52 percent.

Recent Accounting Pronouncements. In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Compensation—Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting, which simplifies certain aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for financial statements issued for fiscal years beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is evaluating the effect that ASU 2016-09 will have on its consolidated financial statements and related disclosures and concurrently determining whether or not to early adopt this new accounting standard in 2016.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which increases transparency and comparability
among organizations by recognizing lease assets and lease liabilities on the balance sheet and discloses key information about leasing arrangements. This update, along with IFRS 16, Leases, is the result of the FASB’s and the International Accounting Standards Board’s (IASB’s) efforts to meet this objective and improve financial reporting. ASU 2016-02 is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted. The Company is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures.

In January 2016 the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10), which enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The amendments in this update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The ASU is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted following the early application guidance set forth in the pronouncement. The Company is evaluating the effect that ASU 2016-01 will have on its consolidated financial statements and related disclosures.

On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. At its July 9, 2015 meeting, the FASB agreed to defer by one year the mandatory effective date of its revenue recognition standard, but will also provide entities the option to adopt it as of the original effective date (ASU No. 2015-14). The new standard has a mandatory adoption date for the Company of January 1, 2018. Early adoption is permitted at January 1, 2017. The standard permits the use of the full retrospective, retrospective with practical expedients, or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 (updated to ASU 2015-14), and related standard updates, ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Identifying Performance Obligations and Licensing, ASU No. 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (SEC Update), and ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients, will have on its consolidated financial statements and related disclosures, but has not yet selected a transition method nor determined the effect of the standard on its ongoing financial reporting.
    
Note 2.  Equity Method Investments.

As of June 30, 2016, the Company’s investments that are accounted for using the equity method of accounting consisted of the following: (1) 30 percent interest in ICP, which manufactures alcohol for fuel, industrial and beverage applications, and (2) 50 percent interest in D.M. Ingredients, GmbH, ("DMI"), which produced certain specialty starch and protein ingredients until June 30, 2015 (see DMI discussion below).

Realizability of DMI Investment. On December 29, 2014, the Company gave notice to DMI and to the Company's partner in DMI, Crespel and Dieters GmbH & Co. KG ("C&D"), to terminate the joint venture effective June 30, 2015. C&D also provided notice to terminate DMI effective June 30, 2015. On June 22, 2015, a termination agreement was executed by and between the Company, DMI, and C&D to dissolve DMI effective June 30, 2015. Additionally, on June 22, 2015 a termination agreement was executed by and between the Company and DMI to terminate their distribution agreement effective June 29, 2015. Under German law, commencing on June 30, 2015, normal operations for DMI ceased and a one-year winding down process began once the registration of resolutions, appointment of liquidators, inventory count, and publication of the notice to potential creditors was complete, which occurred on October 29, 2015. On or after October 29, 2016, the remaining liquidating proceeds will be disbursed.

Summary Financial Information (unaudited). Condensed financial information related to the Company’s non-consolidated equity method investment in ICP is shown below.
 
 
Quarter Ended
 
Year to Date Ended
 
 
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
ICP’s Operating results:
 
 
 
 
 
 
 
 
Net sales (a)
 
$
40,576

 
$
48,371

 
$
90,185

 
$
87,969

Cost of sales and expenses (b)
 
36,980

 
37,609

 
84,866

 
72,779

Net income
 
$
3,596

 
$
10,762

 
$
5,319

 
$
15,190


(a) 
Includes related party sales to MGPI of $6,698 and $11,803 for the quarters ended June 30, 2016 and 2015, respectively. Includes related party sales to MGPI of $12,939 and $22,442 for the year to date periods ended June 30, 2016 and 2015, respectively.
(b) 
Includes depreciation and amortization of $747 and $662, and business interruption insurance proceeds of $0 and $4,112, for the quarters ended June 30, 2016 and 2015, respectively. Includes depreciation and amortization of $1,482 and $1,325, and business interruption insurance proceeds of $0 and $4,112, for the year to date periods ended June 30, 2016 and 2015, respectively.

The Company’s equity method investment earnings (losses) from joint ventures, based on unaudited financial statements, is as follows:
 
 
Quarter Ended
 
Year to Date Ended
 
 
 
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
 
ICP (30% interest)
 
$
1,079

 
$
3,229

 
$
1,596

 
$
4,558

 
DMI (50% interest)
 

 
(133
)
(a) 

 
(110
)
(a) 
 
 
$
1,079

 
$
3,096

 
$
1,596

 
$
4,448

 

(a) Includes $81 of pre-tax foreign currency translation adjustment.

The Company’s investment in joint ventures is as follows:


June 30,
2016

December 31,
2015
ICP (30% interest)

$
16,472

(a) 
$
18,179

DMI (50% interest)

384


384



$
16,856


$
18,563


(a) 
During the year to date period ended June 30, 2016, the Company received a $3,300 cash distribution from ICP, which reduced the Company's investment amount in ICP.


10



Note 3.  Earnings per Share.

The computations of basic and diluted earnings per share are as follows:
 
 
Quarter Ended
 
Year to Date Ended
 
 
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
Operations:
 
 
 
 
 
 
 
 
Net income(a)
 
$
6,308

 
$
7,871

 
$
13,367

 
$
12,941

Less:  Amounts allocated to participating securities (nonvested shares and units)(b)
 
240

 
293

 
506

 
484

Net income attributable to common shareholders
 
$
6,068

 
$
7,578

 
$
12,861

 
$
12,457

Share information:
 
 
 
 
 
 
 
 
Basic weighted average common shares(c)
 
16,617,857

(d) 
17,400,359

 
16,612,416

(d) 
17,398,022

Incremental shares from potential dilutive securities(e)
 

 
795

 

 
755

Diluted weighted average common shares
 
16,617,857

 
17,401,154

 
16,612,416

 
17,398,777

 
 
 
 
 
 
 
 
 
Basic and diluted earnings per share
 
$
0.37

 
$
0.44

 
$
0.77

 
$
0.72

 
 
 
 
 
 
 
 
 

(a) 
Net income attributable to all shareholders.
(b) 
Participating securities include 128,500 and 248,100 nonvested restricted shares at June 30, 2016 and 2015, respectively.
(c) 
Under the two-class method, basic weighted average common shares exclude outstanding nonvested, participating securities consisting of restricted share awards of 128,500 and  248,100 at June 30, 2016 and 2015, respectively.
(d) 
Basic weighted average common shares for the quarter and year to date periods ended June 30, 2016 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.
(e) 
There were no anti-dilutive shares related to stock options for the quarters ended June 30, 2016 and 2015. There were dilutive shares related to stock options totaling 0 and 4,000 for the quarters ended June 30, 2016 and 2015, respectively, and 0 and 4,000 for the year to date periods ended June 30, 2016 and 2015, respectively. The dilutive shares resulted in potential dilutive securities of 0 and 795 for the quarters ended June 30, 2016 and 2015, respectively, and 0 and 755 for the year to date periods ended June 30, 2016 and 2015, respectively.

Note 4.  Commitments and Contingencies.

Commitments. Open purchase order commitments at June 30, 2016 related to raw materials and packaging used in the ordinary course of business were $64,904 extending out to June 2017. Open purchase order commitments at June 30, 2016 related to the purchase of capital assets were $4,170. In addition, refer to the Company's contractual obligations/commitments that were disclosed in the Report on Form 10-K/A as of the year ended December 31, 2015.

Contingencies. There are various legal and regulatory proceedings involving the Company and its subsidiaries.  The Company accrues estimated costs for a contingency when management believes that a loss is probable and can be reasonably estimated.

The Alcohol and Tobacco Tax Trade Bureau ("TTB") performed a federal excise tax audit of the Company’s subsidiaries, MGPI of Indiana, LLC and MGPI Processing, Inc., for the periods January 1, 2012 through July 31, 2015 and January 1, 2013 through July 31, 2015, respectively. The Company is in the process of addressing the preliminary findings of the TTB audit regarding clerical errors and support for storage losses. The Company is unable to determine the probability that additional excise tax and penalties will be owed and cannot reasonably estimate the amount thereof. However, the Company believes it is probable that a penalty may be imposed by the TTB as a result of certain TTB audit findings but it is unable to reasonably estimate the amount thereof.

Management expects that the aggregate liabilities, if any, arising from such legal and regulatory proceedings, including the TTB audit, would not have a material adverse effect on the consolidated financial position or results of operations of the Company.


11



Note 5. Income Taxes
Income tax expense for the quarter and year to date period ended June 30, 2016 was $3,570 and $7,442, respectively, for an effective tax rate for the quarter of 36.1 percent and for the year to date period of 35.8 percent. The effective tax rate differs from the 35 percent federal statutory rate on pretax income primarily due to the impact of state income taxes and the domestic production activities deduction. The Company continues to evaluate all available positive and negative evidence to determine the likelihood of realization of the deferred tax assets.

Income tax expense for the quarter and year to date period ended June 30, 2015 was $4,599 and $7,658, respectively, for an effective tax rate for the quarter of 36.9 percent and for the year to date period of 37.2 percent. The principal reason for the reduction in the Company’s effective tax rate in the current quarter and year to date period compared to the prior year quarter and year to date period is that the federal domestic production activities deduction is no longer limited by the Company's net operating loss carryovers from prior periods, as it was in the comparative quarter and year to date period.

Note 6.  Derivative Instruments.

Certain commodities the Company uses in its production process are exposed to market price risk due to volatility in the prices for those commodities.  The Company's grain supply contract for its Lawrenceburg and Atchison facilities permits the Company to purchase grain for delivery up to 12 months into the future at negotiated prices.  The pricing for these contracts is based on a formula using several factors.  The Company has determined that the firm commitments to purchase grain under the terms of these contracts meet the normal purchases and sales exception as defined under ASC 815, Derivatives and Hedging, and has excluded the fair value of these commitments from recognition within its consolidated financial statements until the actual contracts are physically settled.

The Company’s production process also involves the use of wheat flour and natural gas. The contracts for wheat flour and natural gas range from monthly contracts to multi-year supply arrangements; however, because the quantities involved have always been for amounts to be consumed within the normal expected production process, the Company has determined that these contracts meet the criteria for the normal purchases and sales exception and have excluded the fair value of these commitments from recognition within its consolidated financial statements until the actual contracts are physically settled.

Note 7.  Operating Segments.

The Company has two reportable segments: distillery products and ingredient solutions. The distillery products segment consists of food grade alcohol and distillery co-products, such as distillers feed (commonly called dried distillers grain in the industry), fuel grade alcohol, and corn oil. The distillery products segment also includes warehouse services, including barrel put away, barrel storage, and barrel retrieval services. Ingredient solutions consists of specialty starches and proteins, commodity starches and commodity proteins.
 
Operating profit for each segment is based on net sales less identifiable operating expenses.  Non-direct selling, general and administrative expenses, interest expense, earnings from our equity method investments, other special charges and other general miscellaneous expenses have been excluded from segment operations and classified as Corporate.  Receivables, inventories and equipment have been identified with the segments to which they relate.  All other assets are considered as Corporate.

12



 
 
Quarter Ended
 
Year to Date Ended
 
 
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
Net Sales to Customers
 
 
 
 
 
 
 
 
Distillery products
 
$
66,740

 
$
68,967

 
$
130,582

 
$
134,829

Ingredient solutions
 
13,652

 
16,387

 
26,645

 
30,938

Total
 
80,392

 
85,354

 
157,227

 
165,767

Gross Profit
 
 
 
 
 
 
 
 
Distillery products
 
13,663

 
13,647

 
28,515

 
25,134

Ingredient solutions
 
1,868

 
3,881

 
4,062

 
5,782

Total
 
15,531

 
17,528

 
32,577

 
30,916

Depreciation and Amortization
 
 
 
 
 


 
 
Distillery products
 
1,957

 
2,212

 
4,475

 
4,383

Ingredient solutions
 
411

 
538

 
855

 
1,113

Corporate
 
310

 
342

 
653

 
688

Total
 
2,678

 
3,092

 
5,983

 
6,184

Income before Income Taxes 
 
 
 
 
 
 
 
 
Distillery products
 
12,900

 
13,362

 
27,283

 
24,500

Ingredient solutions
 
1,148

 
3,378

 
2,750

 
4,711

Corporate
 
(4,170
)
 
(4,270
)
 
(9,224
)
 
(8,612
)
Total
 
$
9,878

 
$
12,470

 
$
20,809

 
$
20,599


The following table allocates assets to each segment:
 
 
As of June 30, 2016
 
As of December 31, 2015
Identifiable Assets
 
 
 
 
Distillery products
 
$
159,708

 
$
138,355

Ingredient solutions
 
21,834

 
24,023

Corporate
 
30,157

 
31,932

Total
 
$
211,699

 
$
194,310


Note 8.  Employee and Non-Employee Benefit Plans.

Equity-Based Compensation Plans.  The Company’s equity-based compensation plans provide for the awarding of stock options, stock appreciation rights, shares of restricted stock ("Restricted Stock"), and RSUs for senior executives and salaried employees as well as non-employee directors.

The Company has two active equity-based compensation plans: the Employee Equity Incentive Plan of 2014 (the "2014 Plan") and the Non-Employee Director Equity Incentive Plan (the "Directors' Plan"). The 2014 Plan replaced the inactive Stock Incentive Plan of 2004 (the "2004 Plan"), although the 2004 Plan had a remaining balance of 128,500 nonvested outstanding awards at June 30, 2016.

At the May 2014 annual meeting, shareholders also approved a new Employee Stock Purchase Plan ("ESPP"). At June 30, 2016 this ESPP was not active, but the previous ESPP plan remained intact.

The 2014 Plan provides that vesting occurs pursuant to the time period specified in the particular award agreement approved for that issuance of RSUs, which is not less than three years unless vesting is accelerated due to the occurrence of certain events. Prior to early 2015, awards granted under the 2014 Plan had only service conditions required for vesting. The compensation expense related to awards with only service conditions was based on the market price of the stock determined on the date the Board of Directors approved the grants, amortized over the service condition vesting period.

13




In early 2015, the Board of Directors approved awards with both service and performance conditions. The compensation expense related to awards with both service and performance conditions is treated as a cash bonus award to be settled in RSUs. Because management has determined that award performance conditions are substantive, the estimated compensation expense is recognized ratably over the period beginning in the performance condition measurement year (the year prior to the grant date year) when, or if, the Company determines that it is highly probable the performance conditions will be met and ending on the award service condition vesting date.

Until the grant date, the award is liability-classified because it is a fixed dollar amount to be awarded in a variable number of RSUs. As a liability-classified award, related compensation expense is reflected in Selling, general and administrative expenses on the Condensed Consolidated Statements of Comprehensive Income and the corresponding liability in Accrued Expenses on the Condensed Consolidated Balance Sheets. If it is determined in the measurement year that meeting the performance conditions is highly probable and then the determination changes to less than highly probable later in the year, the compensation expense recognized while the determination was highly probable, along with the corresponding liability, are immediately reversed. At the grant date in the following year (when the number of RSUs to be awarded is known), the liability-classified award is reclassified and the award becomes equity-classified. Compensation expense related to the equity-classified award is reflected in Selling, general and administrative expenses on the Condensed Consolidate Statements of Comprehensive Income and the corresponding equity entry in Additional paid-in capital on the Condensed Consolidated Balance Sheets.

Awards with only service conditions continue to be granted under the 2014 Plan at the discretion of the Board of Directors as a means to attract and retain key employees.

As of June 30, 2016, 206,094 RSUs had been granted under the 2014 Plan, with 11,108 of those forfeited for termination of employment. As of June 30, 2016, the unamortized balance of liability-classified awards, net of estimated forfeitures, was $1,111.

The Directors' Plan provides that vesting occurs pursuant to the time period specified in the particular award agreement approved for that issuance, which is not less than one year unless vesting is accelerated due to the occurrence of certain events.  As of June 30, 2016, 52,436 shares had been granted related to the Directors' Plan. The compensation expense related to awards granted under the Directors' Plan is based on the closing market price of the Company's stock on the day before the shares are awarded.

As of June 30, 2016, 654,486 shares of unvested Restricted Stock and RSUs were outstanding under the Company’s active and inactive long-term incentive plans.

Note 9.  Subsequent Events.

On August 1, 2016, the Board of Directors initiated the declaration of quarterly dividends and dividend equivalents to stockholders and holders of RSUs, which will replace our previous annual dividend and dividend equivalent declarations. Also on August 1, 2016, the Board of Directors declared a quarterly dividend payable to stockholders of record as of August 15, 2016, of the Company's Common Stock, and a dividend equivalent payable to holders of RSUs as of August 15, 2016, of $0.02 per share and per unit.  The dividend payment and dividend equivalent payment will be paid on September 8, 2016.

On July 11, 2016 (the “Effective Date”), the Company entered into a settlement agreement to resolve a lawsuit, which agreement provided, among other things, that the other party would pay the Company the total sum of $2,550, with $1,750 to be paid to the Company within 20 days of the Effective Date and $800 to be paid in $100 quarterly installments for the next eight quarters beginning three months after the Effective Date. The Company received the $1,750 on July 14, 2016.






14



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(Dollar amounts in thousands, unless otherwise noted)

CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS

This Report on Form 10-Q contains forward-looking statements as well as historical information.  All statements, other than statements of historical facts, regarding the prospects of our industry and our prospects, plans, financial position, and strategic plan may constitute forward-looking statements.  In addition, forward-looking statements are usually identified by or are associated with such words as "intend," "plan," "believe," "estimate," "expect," "anticipate," "hopeful," "should," "may," "will," "could," "encouraged," "opportunities," "potential," and/or the negatives or variations of these terms or similar terminology.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from those expressed or implied in the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements, including risks specific to our distillery products and ingredient solutions segments, is included in the section titled "Risk Factors" (Item 1A) of our Annual Report on Form 10-K/A for the year ended December 31, 2015. Forward-looking statements are made as of the date of this report, and we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise.

OVERVIEW

MGP Ingredients, Inc. ("MGP") is a leading producer and supplier of premium distilled spirits and specialty wheat proteins and starches. Distilled spirits include premium bourbon and rye whiskeys, and grain neutral spirits, including vodka and gin. Our proteins and starches provide a host of functional, nutritional and sensory benefits for a wide range of food products to serve the packaged goods industry. We are also a top producer of high quality industrial alcohol for use in both food and non-food applications. We have two reportable segments: our distillery products segment and our ingredient solutions segment.

MGP was incorporated in 2011 in Kansas, continuing a business originally founded by Cloud L. Cray, Sr. in Atchison, Kansas 75 years ago. The Company’s ticker symbol is MGPI.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes included in this Form 10-Q, as well as our audited consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations - General, set forth in our Form 10-K/A for the year ended December 31, 2015.


15



RESULTS OF OPERATIONS

Consolidated results

The table below details the consolidated results for the quarters ended June 30, 2016 and 2015:
 
Quarter Ended June 30,
 
 
2016
 
2015
 
2016 v. 2015
 
Net sales
$
80,392

 
$
85,354

 
(5.8
)%
 
Cost of sales
64,861

 
67,826

 
(4.4
)
 
Gross profit
15,531

 
17,528

 
(11.4
)
 
   Gross margin %
19.3
%
 
20.5
%
 
(1.2
)
pp(a)
Operating income
9,127

 
9,503

 
(4.0
)
 
   Operating margin %
11.4
%
 
11.1
%
 
0.3

pp
Equity method investment earnings
1,079

 
3,096

 
(65.1
)
 
Interest expense
(328
)
 
(129
)
 
154.3

 
Income before income taxes
9,878

 
12,470

 
(20.8
)
 
Income tax expense
3,570

 
4,599

 
(22.4
)
 
   Effective tax expense rate %
36.1
%
 
36.9
%
 
(0.8
)
pp
Net income
$
6,308

 
$
7,871

 
(19.9
)%
 
   Net income margin %
7.8
%
 
9.2
%
 
(1.4
)
pp
(a) Percentage points ("pp").

Net Sales - Net sales for the quarter ended June 30, 2016 were $80,392, a decrease of 5.8 percent compared to the year ago quarter. The decline was driven by reduced net sales in both segments. Within the distillery segment, net sales of both distillers feed and related co-products and industrial alcohol products within food grade alcohol declined, while net sales of higher margin premium beverage alcohol products within food grade alcohol increased. In the ingredient solutions segment, the net sales decline extended across multiple products lines (see Segment Results below).

Gross profit - Gross profit for the quarter ended June 30, 2016 was $15,531, a decrease of 11.4 percent compared to the quarter ended June 30, 2015. The decrease was driven by lower net sales volume and a lower average selling price in the ingredient solutions segment.

Operating income - Operating income for the quarter ended June 30, 2016 was $9,127, a 4.0 percent decrease compared to the year ago quarter. The decrease was primarily driven by a decline in gross profit in the ingredient solutions segment, partially offset by a decrease in selling, general and administrative expenses for the quarter ended June 30, 2016.

Equity method investment earnings - Our equity method investment earnings decreased to $1,079 for the quarter ended June 30, 2016, from $3,096 for the quarter ended June 30, 2015. The decrease in earnings was primarily due to ICP's lower per unit average selling price compared to a year ago, partially offset by higher sales volume, and a decrease in business interruption insurance proceeds quarter-versus-quarter (see Note 2). The lower per unit average selling price reflected less favorable market conditions compared to previous recent years.

Income tax expense - Income tax expense for the quarter ended June 30, 2016 was $3,570, for an effective tax rate for the quarter of 36.1 percent. Income tax expense for the quarter ended June 30, 2015 was $4,599, for an effective tax rate for the quarter of 36.9 percent. The principal reason for the 0.8 percent reduction in our effective tax rate quarter-versus-quarter is that the federal domestic production activities deduction is no longer limited by the Company's net operating loss carryovers from prior periods, as it was in the comparative quarter (see Note 5).

16



The table below details the consolidated results for the year to date periods ended June 30, 2016 and 2015:
 
Year to Date Ended June 30,
 
 
2016
 
2015
 
2016 v. 2015
 
Net sales
$
157,227

 
$
165,767

 
(5.2
)%
 
Cost of sales
124,650

 
134,851

 
(7.6
)
 
Gross profit
32,577

 
30,916

 
5.4

 
   Gross margin %
20.7
%
 
18.7
%
 
2.0

pp(a)
Operating income
19,852

 
16,411

 
21.0
 %
 
   Operating margin %
12.6
%
 
9.9
%
 
2.7

pp
Equity method investment earnings
1,596

 
4,448

 
(64.1
)
 
Interest expense
(639
)
 
(260
)
 
145.8

 
Income before income taxes
20,809

 
20,599

 
1.0

 
Income tax expense
7,442

 
7,658

 
(2.8
)
 
   Effective tax expense rate %
35.8
%
 
37.2
%
 
(1.4
)
pp
Net income
$
13,367

 
$
12,941

 
3.3
 %
 
   Net income margin %
8.5
%
 
7.8
%
 
0.7

pp
(a) Percentage points ("pp").

Net Sales - Net sales for the year to date period ended June 30, 2016 were $157,227, a decrease of 5.2 percent compared to the year ago period. Within the distillery segment, net sales of lower margin industrial alcohol products within food grade alcohol, and fuel grade alcohol products declined, while net sales of higher margin premium beverage alcohol products within food grade alcohol increased. In the ingredient solutions segment, the net sales decline extended across multiple products lines (see Segment Results below).

Gross profit - Gross profit for the year to date period ended June 30, 2016 was $32,577, an increase of 5.4 percent compared to the year to date period ended June 30, 2015. The increase resulted in a 2.0 percentage point increase in gross margin. Total Company gross margin expanded due to an overall product sales mix favoring higher value products, a higher average selling price, and lower input costs, partially offset by an overall decrease in net sales.

Operating income - Operating income for the year to date period ended June 30, 2016 was $19,852, a 21.0 percent increase compared to the year ago period. Operating margin rose 2.7 percentage points, primarily driven by improved gross profit in the distillery products segment and a decrease in selling, general, and administrative expenses for the year to date period ended June 30, 2016.

Equity method investment earnings - Our equity method investment earnings decreased to $1,596 for the year to date period ended June 30, 2016, from $4,448 for the period ended June 30, 2015. The decrease in earnings was primarily due to ICP's lower per unit average selling price compared to a year ago, partially offset by higher sales volume, and a decrease in business interruption insurance proceeds period-versus-period (see Note 2). The lower per unit average selling price reflected less favorable market conditions compared to previous recent years.

Income tax expense - Income tax expense for the year to date period ended June 30, 2016 was $7,442, for an effective tax rate for the period of 35.8 percent. Income tax expense for the year to date period ended June 30, 2015 was $7,658, for an effective tax rate for the period of 37.2 percent. The principal reason for the 1.4 percent reduction in our effective tax rate period-versus-period is that the federal domestic production activities deduction is no longer limited by the Company's net operating loss carryovers from prior periods, as it was in the comparative year to date period (see Note 5).


17



Operating income quarter-versus-quarter
 
 
Operating Income
 
 Change
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income for the quarter ended June 30, 2015
 
$
9,503

 
 
 
Increase in gross profit - distillery products segment(a)
 
16

 
0.2

pp(b)
Decrease in gross profit - ingredient solutions segment(a)
 
(2,013
)
 
(21.2
)
pp
Decrease in selling, general and administrative expenses ("SG&A")
 
1,621

 
17.0

pp
Operating income for the quarter ended June 30, 2016
 
$
9,127


(4.0
)%
 
(a) See segment discussion.
(b) Percentage points ("pp").


Operating income for the quarter ended June 30, 2016 decreased to $9,127 from $9,503 for the quarter ended June 30, 2015, due to gross profit decline in our ingredient solutions segment, partially offset by a decrease in SG&A and an increase in the distillery products segment gross profit. For the quarter ended June 30, 2016, gross profit in the ingredient solutions segment decreased compared to the quarter ended June 30, 2015, primarily due to a decline in net sales across multiple product lines, partially offset by a decrease in input costs. SG&A decreased quarter-versus-quarter, primarily due to decreases in accruals for incentive compensation and severance, partially offset by increases in personnel and other costs.


Operating income year to date-versus-year to date
 
 
Operating Income
 
 Change
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income for the year to date period ended June 30, 2015
 
$
16,411

 
 
 
Increase in gross profit - distillery products segment(a)
 
3,381

 
20.6

pp(b)
Decrease in gross profit - ingredient solutions segment(a)
 
(1,720
)
 
(10.4
)
pp
Decrease in selling, general and administrative expenses ("SG&A")
 
1,780

 
10.8

pp
Operating income for the year to date period ended June 30, 2016
 
$
19,852


21.0
 %
 
(a) See segment discussion.
(b) Percentage points ("pp").


Operating income for the year to date period ended June 30, 2016 increased to $19,852 from $16,411 for the year to date period ended June 30, 2015, due to gross profit growth in our distillery products segment and a decrease in SG&A, partially offset by a decline in gross profit in our ingredient solutions segment. For the year to date period ended June 30, 2016, gross profit in the distillery products segment increased compared to the year to date period ended June 30, 2015, primarily due to the continuing shift in sales mix within food grade alcohol from lower margin industrial alcohol products to higher margin premium beverage alcohol products, a higher average selling price, a decrease in input costs, and an increase in warehouse revenues, partially offset by a decline in the net sales of distillers feed and related co-products. For the year to date period ended June 30, 2016, gross profit in the ingredient solutions segment decreased compared to the year to date period ended June 30, 2015, primarily due to a decline in net sales across all product lines, partially offset by a decrease in input costs. SG&A decreased period-versus-period, primarily due to decreases in accruals for incentive compensation and severance, partially offset by increases in personnel and other costs.





18



Change in basic and diluted earnings per share quarter-versus-quarter
 
 
Basic and Diluted EPS
 
Change
 
Basic and diluted earnings per share for the quarter ended June 30, 2015
 
$
0.44

 
 
 
Change in operations(a)
 
(0.02
)
 
(4.5
)
pp(b)
Change in equity method investments(a)
 
(0.07
)
 
(15.9
)
pp
Change in interest expense(a)
 
(0.01
)
 
(2.3
)
pp
Change in weighted average shares outstanding(c)
 
0.02

 
4.5

pp
Change in effective tax rate
 
0.01

 
2.3

pp
Basic and diluted earnings per share for the quarter ended June 30, 2016
 
$
0.37

 
(15.9
)%
 
(a) 
Changes are net of tax based on the effective tax rate for each base year.
(b) 
Percentage points ("pp").
(c)
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.


Earnings per share decreased to $0.37 in the quarter ended June 30, 2016 from $0.44 in the quarter ended June 30, 2015, primarily due to lower equity method investment earnings (see Note 2) and a slight decline in performance from operations, partially offset by the change quarter-versus-quarter in weighted average shares outstanding, due to a repurchase of Common Stock in 2015.


Change in basic and diluted earnings per share year to date-versus-year to date
 
 
Basic and Diluted EPS
 
Change
 
Basic and diluted earnings per share for the quarter ended June 30, 2015
 
$
0.72

 
 
 
Change in operations(a)
 
0.12

 
16.7

pp(b)
Change in equity method investments(a)
 
(0.10
)
 
(13.9
)
pp
Change in interest expense(a)
 
(0.01
)
 
(1.4
)
pp
Change in weighted average shares outstanding(c)
 
0.03

 
4.2

pp
Change in effective tax rate
 
0.01

 
1.4

pp
Basic and diluted earnings per share for the quarter ended June 30, 2016
 
$
0.77

 
7.0
 %
 
(a) 
Changes are net of tax based on the effective tax rate for each base year.
(b) 
Percentage points ("pp").
(c)
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.


Earnings per share increased to $0.77 in the year to date period ended June 30, 2016 from $0.72 in the year to date period ended June 30, 2015, primarily due to performance from operations and the decline in weighted average shares outstanding due to a repurchase of Common Stock in 2015, partially offset by lower equity method investment earnings (see Note 2) period-versus-period.





19



SEGMENT RESULTS

DISTILLERY PRODUCTS

The following table shows selected financial information for our distillery products segment for the quarters ended June 30, 2016 and 2015.
 
PRODUCT GROUP NET SALES
 
 
Quarter Ended June 30,
 
Quarter-versus-Quarter Net Sales Change Increase / (Decrease)
 
Quarter-versus-Quarter Volume Increase / (Decrease)
 
 
2016
 
2015
 
$ Change
 
% Change
 
% Change
 
 
Amount
 
Amount
 
 
 
 
Food grade alcohol(a)
$
57,606

 
$
58,296

 
$
(690
)
 
(1.2
)%
 
 
 
Fuel grade alcohol(a)
1,713

 
1,554

 
159

 
10.2

 
 
 
Distillers feed and related co-products
5,415

 
7,468

 
(2,053
)
 
(27.5
)
 
 
 
Warehouse revenue
2,006

 
1,649

 
357

 
21.6

 
 
 
Total distillery products
$
66,740

 
$
68,967

 
$
(2,227
)
 
(3.2
)%
 
(7.3
)%
(a) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Financial Information
 
 
 
 
Quarter Ended June 30,
 
Quarter-versus-Quarter Increase / (Decrease)
 
 
 
 
2016
 
2015
 
$ Change
 
% Change
 
 
 
 
 
 
 
 
 
 
Gross profit
$
13,663

 
$
13,647

 
$
16

 
0.1
 %
 
 
 
Gross margin %
20.5
%
 
19.8
%
 


 
0.7

pp(b)
 
 

(a) Volume change for alcohol products.
(b) Percentage points ("pp").


Driven by strong demand for our premium bourbon and rye whiskeys, net sales of higher margin premium beverage alcohol products within food grade alcohol increased over the year-ago quarter, while lower margin industrial alcohol product net sales decreased, resulting in an overall food grade alcohol net sales decrease of $690, or 1.2 percent. A decline in net sales of distillers feed and related co-products was partially offset by increases in net sales of fuel grade alcohol products and warehouse revenue, generated by increased storage of customer barrels of whiskey.
Gross profit increased quarter-versus-quarter by $16, or 0.1 percent. Gross margin for the quarter ended June 30, 2016 was 20.5 percent compared to 19.8 percent for the quarter ended June 30, 2015, which was primarily due to the continuing shift in sales mix within food grade alcohol from lower margin industrial alcohol products to higher margin premium beverage alcohol products, a higher average selling price, and a decrease in input costs, partially offset by a decline in net sales of distillers feed and related co-products.

20



The following table shows selected financial information for our distillery products segment for the year to date periods ended June 30, 2016 and 2015.
 
PRODUCT GROUP NET SALES
 
 
Year to date Ended June 30,
 
Period-versus-Period Net Sales Change Increase / (Decrease)
 
Period-versus-Period Volume Increase / (Decrease)
 
 
2016
 
2015
 
$ Change
 
% Change
 
% Change
 
 
Amount
 
Amount
 
 
 
 
Food grade alcohol(a)
$
111,812

 
$
113,601

 
$
(1,789
)
 
(1.6
)%
 
 
 
Fuel grade alcohol(a)
3,568

 
3,973

 
(405
)
 
(10.2
)
 
 
 
Distillers feed and related co-products
11,195

 
14,254

 
(3,059
)
 
(21.5
)
 
 
 
Warehouse revenue
4,007

 
3,001

 
1,006

 
33.5

 
 
 
Total distillery products
$
130,582

 
$
134,829

 
$
(4,247
)
 
(3.1
)%
 
(11.2
)%
(a) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Financial Information
 
 
 
 
Year to date Ended June 30,
 
Period-versus-Period Increase / (Decrease)
 
 
 
 
2016
 
2015
 
$ Change
 
% Change
 
 
 
 
 
 
 
 
 
 
Gross profit
$
28,515

 
$
25,134

 
$
3,381

 
13.5
 %
 
 
 
Gross margin %
21.8
%
 
18.6
%
 


 
3.2

pp(b)
 
 

(a) Volume change for alcohol products.
(b) Percentage points ("pp").


Driven by strong demand for our premium bourbon and rye whiskeys, net sales of higher margin premium beverage alcohol products within food grade alcohol increased over the year-ago period, while lower margin industrial alcohol product net sales decreased, resulting in an overall food grade alcohol net sales decrease of $1,789, or 1.6 percent. Declines in net sales of distillers feed and related co-products and fuel grade alcohol products were partially offset by an increase in warehouse revenue, generated by increased storage of customer barrels of whiskey.
Gross profit increased period-versus-period by $3,381, or 13.5 percent. Gross margin for the year to date period ended June 30, 2016 was 21.8 percent compared to 18.6 percent for the year to date period ended June 30, 2015, which was primarily due to the continuing shift in sales mix within food grade alcohol from lower margin industrial alcohol products to higher margin premium beverage alcohol products, increased warehouse revenue, a higher average selling price, and a decrease in input costs, partially offset by a decline in the sales of distillers feed and related co-products.
    

21



INGREDIENT SOLUTIONS

The following table shows selected financial information for our ingredient solutions segment for the quarters ended June 30, 2016 and 2015.
 
PRODUCT GROUP NET SALES
 
Quarter Ended June 30,
 
Quarter-versus-Quarter Net Sales Change Increase / (Decrease)
 
Quarter-versus-Quarter Volume Increase / (Decrease)
 
2016
 
2015
 
$ Change
 
% Change
 
% Change
 
Amount
 
Amount
 
 
 
Specialty wheat starches
$
6,750

 
$
8,526

 
$
(1,776
)
 
(20.8
)%
 


Specialty wheat proteins
4,782

 
5,533

 
(751
)
 
(13.6
)
 


Commodity wheat starch
1,915

 
1,644

 
271

 
16.5

 
 
Commodity wheat protein
205

 
684

 
(479
)
 
(70.0
)
 
 
Total ingredient solutions
$
13,652

 
$
16,387

 
$
(2,735
)
 
(16.7
)%
 
(6.0
)%
 
 
 
 
 
 
 
 
 
 
 
Other Financial Information
 
 
 
Quarter Ended June 30,
 
Quarter-versus-Quarter Increase / (Decrease)
 
 
 
2016
 
2015
 
$ Change
 
% Change
 
 
 
 
 
 
 
 
Gross profit
$
1,868

 
$
3,881

 
$
(2,013
)
 
(51.9
)%
 
 
Gross margin %
13.7
%
 
23.7
%
 


 
(10.0
)
pp(a)
 

(a) Percentage points ("pp").


Total ingredient solutions net sales for the quarter ended June 30, 2016 decreased by $2,735, or 16.7 percent, compared to the quarter ended June 30, 2015. This decline was driven by a lower average selling price and decreased product net sales volume of 6.0 percent, due to a challenging pricing environment for this segment during the quarter.
Gross profit decreased quarter-versus-quarter by $2,013, or 51.9 percent. Gross margin for the quarter ended June 30, 2016 was 13.7 percent compared to 23.7 percent for the quarter ended June 30, 2015, primarily due to a lower average selling price and a decline in product net sales volume for the quarter, partially offset by a decrease in input costs.



22



The following table shows selected financial information for our ingredient solutions segment for the year to date periods ended June 30, 2016 and 2015.
 
PRODUCT GROUP NET SALES
 
Year to date Ended June 30,
 
Period-versus-Period Net Sales Change Increase / (Decrease)
 
Period-versus-Period Volume Increase / (Decrease)
 
2016
 
2015
 
$ Change
 
% Change
 
% Change
 
Amount
 
Amount
 
 
 
Specialty wheat starches
$
12,926

 
$
16,256

 
$
(3,330
)
 
(20.5
)%
 


Specialty wheat proteins
9,772

 
10,011

 
(239
)
 
(2.4
)
 


Commodity wheat starch
3,527

 
3,631

 
(104
)
 
(2.9
)
 
 
Commodity wheat protein
420

 
1,040

 
(620
)
 
(59.6
)
 
 
Total ingredient solutions
$
26,645

 
$
30,938

 
$
(4,293
)
 
(13.9
)
 
(9.5
)%
 
 
 
 
 
 
 
 
 
 
 
Other Financial Information
 
 
 
Year to date Ended June 30,
 
Period-versus-Period Increase / (Decrease)
 
 
 
2016
 
2015
 
$ Change
 
% Change
 
 
 
 
 
 
 
 
Gross profit
$
4,062

 
$
5,782

 
$
(1,720
)
 
(29.7
)%
 
 
Gross margin %
15.2
%
 
18.7
%
 


 
(3.5
)
pp(a)
 

(a) Percentage points ("pp").


Total ingredient solutions net sales for the year to date period ended June 30, 2016 decreased by $4,293, or 13.9 percent, compared to the year to date period ended June 30, 2015. This decline was driven by a lower average selling price and decreased product net sales volume of 9.5 percent, due to a challenging pricing environment for this segment during the year to date period.
Gross profit decreased period-versus-period by $1,720, or 29.7 percent. Gross margin for the year to date period ended June 30, 2016 was 15.2 percent compared to 18.7 percent for the year to date period ended June 30, 2015, primarily due to a lower average selling price and a decline in product net sales volume for the period, partially offset by a decrease in input costs.


23



CASH FLOW, FINANCIAL CONDITION AND LIQUIDITY

We believe our financial condition continues to be of high quality, as evidenced by our ability to generate cash from operations while having ready access to capital at competitive rates.

Operating cash flow and debt through our Credit Agreement (see Note 1 for Credit Agreement details) provide the primary sources of cash to fund operating needs and capital expenditures. These same sources of cash are used to fund shareholder dividends and other discretionary uses such as share repurchases. Going forward, we expect to use cash to implement our invest to grow strategy, particularly in the distillery products segment. The overall liquidity of the Company reflects our strong business results and an effective cash management strategy that takes into account liquidity management, economic factors, and tax considerations. We expect our sources of cash, including our credit facility, to be adequate to provide for budgeted capital expenditures and anticipated operating requirements.

Operating Cash Flow

Cash flow from operations decreased $8,885 to $218 for the year to date period ended June 30, 2016, from $9,103 for the year to date period ended June 30, 2015. This decrease in operating cash flow was primarily the result of net cash outflows related to the changes in inventory, accounts payable, and accrued expenses, partially offset by cash inflows related to increased net income, after giving effect to adjustments to reconcile net income to net cash provided by operating activities (depreciation and amortization, distribution received from equity method investee, deferred income taxes, including change in valuation allowance, share-based compensation, equity method investment earnings, and other, net) and decreased prepaid expenses.

Decreases to Operating Cash Flow. Inventory increased $12,894 for the year to date period ended June 30, 2016, compared to an increase of $10,576 for the year to date period ended June 30, 2015, resulting in a $2,318 change. Increased investment in barreled distillate inventory for aging period-versus-period of $12,012 accounted for the bulk of the change. Accounts payable decreased $2,106 for the year to date period ended June 30, 2016 compared to an increase of $2,992 for the year to date period ended June 30, 2015. The $5,098 change was primarily due to the timing of cash disbursements related to operating expenses and capital expenditures. Accrued expenses decreased $2,814 for the year to date period ended June 30, 2016 compared to an increase of $1,879 for the year to date period ended June 30, 2015. The $4,693 change was primarily due to decreases in incentive compensation accruals.

Increases to Operating Cash Flow. Net income after giving effect to adjustments to reconcile net income to net cash provided by operating activities, increased by $2,884, to $21,309 for the year to date period ended June 30, 2016 from $18,425 for the year to date period ended June 30, 2015. The increase period-versus-period consisted of an increase in net income of $426, an decrease in depreciation and amortization of $201, a distribution received from our equity method investee of $3,300, a decrease in deferred income taxes, including change in valuation allowance, of $3,806, an increase in share-based compensation of $544, a decrease in equity method investment earnings of $2,851, and an increase in other, net of $230. Prepaid expenses decreased $270 for the year to date period ended June 30, 2016 compared to an increase of $663 for the year to date period ended June 30, 2015. The resulting $933 change was primarily due to the timing of vendor invoices.

Investing Cash Flow

Net investing cash outflow for the year to date period ended June 30, 2016 was $5,858 compared to net investing cash outflow of $8,080 for the year to date period ended June 30, 2015, for a net decrease in cash used in investing activities of $2,222.

Capital Spending. We manage capital spending to support our business growth plans. Capital expenditures, primarily to support capacity expansion and facility improvements and sustenance were $10,020 and $8,758, respectively, for the year to date periods ended June 30, 2016 and 2015, of which $6,088 and $8,080, respectively, were uses of cash and $3,932 and $678, respectively, remained payable. We expect approximately $24,000 in capital expenditures in 2016 for facility improvement and expansion (including our warehouse expansion), facility sustenance projects, and environmental health and safety projects. On October 21, 2015, we announced a $16,400 major expansion in warehousing capacity on a 20-acre campus adjoining our current Lawrenceburg facility as part of the implementation of our five-year strategic plan to grow the whiskey category. 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. As of June 30, 2016, we had spent $16,750 of the total approved warehouse expansion investment.


24



Financing Cash Flow
Long-Term and Short-Term Debt. We maintain debt levels we consider appropriate after evaluating a number of factors, including cash flow expectations, cash requirements for ongoing operations, investment and financing plans (including brand development and share repurchase activities) and the overall cost of capital. Total debt was $41,369 (net of unamortized loan fees of $667) at June 30, 2016 and $33,460 (net of unamortized loan fees of $636) at December 31, 2015. During the year to date periods ended June 30, 2016 and 2015, we had net borrowings / (payments) of $10,112, and $97, respectively, on our Credit Agreement (see Note 1 for Credit Agreement details). Our payments on long-term debt totaled $2,173 and $799 for quarters ended June 30, 2016 and 2015, respectively.

Dividends and Dividend Equivalents.

On August 1, 2016, the Board of Directors initiated the declaration of quarterly dividends and dividend equivalents to stockholders and holders of restricted stock units ("RSUs"), which will replace our previous annual dividend and dividend equivalent declarations. Also on August 1, 2016, the Board of Directors declared a quarterly dividend payable to stockholders of record as of August 15, 2016, of the Company's common stock, no par value ("Common Stock"), and a dividend equivalent payable to holders of RSUs as of August 15, 2016, of $0.02 per share and per unit.  The dividend payment and dividend equivalent payment will be paid on September 8, 2016.

On March 7, 2016, the Board of Directors declared an annual dividend payable to stockholders of record as of March 21, 2016, of the Company's Common Stock, and an annual dividend equivalent payable to holders of RSUs as of March 21, 2016, of $0.08 per share and per unit.  The total payment of $1,378, comprised of dividend payments of $1,335 and dividend equivalent payments of $43, was paid on April 14, 2016.

On March 12, 2015, the Board of Directors announced an annual dividend payable to stockholders of record as of March 26, 2015, of the Company's Common Stock, and an annual dividend equivalent payable to holders of RSUs as of March 26, 2015, of $0.06 per share and per unit.  The total payment of $1,087, comprised of dividend payments of $1,061 and dividend equivalent payments of $26 (including estimated forfeitures), was paid on April 21, 2015.

Financial Condition and Liquidity
Our principal uses of cash in the ordinary course of business are for input costs used in our production processes, salaries, capital expenditures, and investments supporting our strategic plan, such as the aging of barreled distillate.  Generally, during periods when commodities prices are rising, our operations require increased use of cash to support inventory levels.
Our principal sources of cash are product sales and borrowing on our Credit Agreement.  Under our Credit Agreement, we must meet certain financial covenants and include other restrictions as disclosed in Note 1 of this Report on Form 10-Q and in Note 4 of the Form 10-K/A for the year ended December 31, 2015.
At June 30, 2016, our current assets exceeded our current liabilities by $72,275 largely due to our inventories of $71,595. At June 30, 2016 our cash balance was $1,554 and we have used our Credit Agreement for liquidity purposes, with $47,385 remaining for additional borrowings. We anticipate being able to support our short-term liquidity and operating needs largely through cash generated from operations. We regularly assesses our cash needs and the available sources to fund these needs. We utilize short- and long-term debt to fund discretionary items, such as capital investments and share repurchases. In addition, we have strong operating results such that financial institutions, if needed, should provide sufficient credit funding to meet short-term financing requirements.


25



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Certain commodities we use in our production process are exposed to market price risk due to volatility in the prices for those commodities. Our grain supply agreements for our Lawrenceburg and Atchison facilities permit us to purchase grain for delivery up to 12 months into the future at negotiated prices.  The pricing for contracts is based on a formula using several factors.  We have determined that the firm commitments to purchase grain under the terms of the supply agreements meet the normal purchases and sales exception as defined under Accounting Standards Codification ("ASC") 815,  Derivatives and Hedging, and have excluded the fair value of these commitments from recognition within our consolidated financial statements until the actual contracts are physically settled.

Our production process also involves the use of wheat flour and natural gas. The contracts for wheat flour and natural gas range from monthly contracts to multi-year supply arrangements; however, because the quantities involved have always been for amounts to be consumed within the normal expected production process, we have determined that the contracts meet the criteria for the normal purchases and sales exception and have excluded the fair value of these commitments from recognition within our consolidated financial statements until the actual contracts are physically settled.

Interest Rate Exposures. Our Credit Agreement with Wells Fargo Bank, as amended March 21, 2016, provides for interest either on a Base Rate model or a LIBOR Rate model. For LIBOR Rate Loans, the interest rate is equal to the per annum LIBOR Rate (based on 1, 2, 3 or 6 months) plus 1.75 - 2.75 percent (depending on the Average Excess Availability). For Base Rate Loans, the interest rate is the greatest of (a) 1 percent per annum, (b) the Federal Funds Rate plus one-half percent, (c) the one-month LIBOR Rate plus 1 percent, and (d) Wells Fargo’s "prime rate" as announced from time to time, plus 0.75 - 1.75 percent (depending on the Average Excess Availability). The default rate is equal to 2 percentage points above the per annum rate otherwise applicable, in the lender’s discretion.

Increases in market interest rates would cause interest expense to increase and earnings before income taxes to decrease. The change in interest expense and earnings before income taxes would be dependent upon the weighted average outstanding borrowings during the reporting period following an increase in market interest rates. Based on weighted average outstanding borrowings at June 30, 2016, a 100 basis point increase over the non-default rates actually in effect at such date would increase our interest expense on an annualized basis by $371.

ITEM 4. CONTROLS AND PROCEDURES.
 
Evaluation of Disclosure Controls and Procedures. As of the quarter ended June 30, 2016, our Chief Executive Officer and Chief Financial Officer have each reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have each concluded that our current disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
  
Changes in Internal Controls. There has been no change in the Company’s internal control over financial reporting required by Exchange Act Rule 13a-15 that occurred during the quarter ended June 30, 2016 that has materially affected, or is reasonably likely to materially affect the Company’s internal control over financial reporting.


26



PART II – OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

Reference is made to Part I, Item 3, Legal Proceedings of our Report on Form 10-K/A for the year ended December 31, 2015 and Note 4 of this Report on Form 10-Q for information on certain proceedings to which we are subject.
We are a party to various other legal proceedings in the ordinary course of business, none of which is expected to have a material adverse effect on us.

ITEM 1A.    RISK FACTORS

Risk Factors are described in "Item 1A. Risk Factors" of our Report on Form 10-K/A for the year ended December 31, 2015. There have been no material changes thereto during the quarter ended June 30, 2016.
ITEM 2.      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There was no unregistered sale of equity securities during the quarter ended June 30, 2016.

ISSUER PURCHASES OF EQUITY SECURITIES
 
 
(1) Total
Number of
Shares (or
Units)
Purchased
 
(2) Average
Price Paid
per Share (or
Unit)
 
(3) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
 
(4) Maximum
Number (or
Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs
April 1, 2016 through April 30, 2016
 

 
$

 

 
$

May 1, 2016 through May 31, 2016
 

 

 

 
 
June 1, 2016 through June 30, 2016
 

 

 

 
 
Total
 

 
 
 

 
 


ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.  OTHER INFORMATION

None.


27



ITEM 6.   EXHIBITS

Exhibit Number
Description of Exhibit
10.1
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 May 20, 2016).
*31.1
CEO Certification pursuant to Rule 13a-14(a)
*31.2
CFO Certification pursuant to Rule 13a-14(a)
*32.1
CEO and 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) and 18 U.S.C. 1350
*101
The following financial information from MGP Ingredients, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, formatted in XBRL (Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of June 30, 2016, and December 31, 2015, (ii) Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2016 and 2015, (iii) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015, (iv) Condensed Consolidated Statement of Changes in Stockholders' Equity, and (v) the Notes to Condensed Consolidated Financial Statements.
 
 
*Filed herewith
 

28



SIGNATURES

Pursuant to the requirements on 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.

MGP INGREDIENTS, INC.

Date:
August 3, 2016
By
/s/ Augustus C. Griffin
 
 
 
Augustus C. Griffin, President and Chief Executive Officer
 
 
 
 
Date:
August 3, 2016
By
/s/ Thomas K. Pigott
 
 
 
Thomas K. Pigott, Vice President, Finance and Chief Financial Officer

29



Exhibit Index

Exhibit Number
Description of Exhibit
10.1
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 May 20, 2016).
*31.1
CEO Certification pursuant to Rule 13a-14(a)
*31.2
CFO Certification pursuant to Rule 13a-14(a)
*32.1
CEO and 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) and 18 U.S.C. 1350
*101
The following financial information from MGP Ingredients, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, formatted in XBRL (Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of June 30, 2016, and December 31, 2015, (ii) Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2016 and 2015, (iii) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015, (iv) Condensed Consolidated Statement of Changes in Stockholders' Equity, and (v) the Notes to Condensed Consolidated Financial Statements.
 
 
*Filed herewith
 

30
Exhibit
Exhibit 31.1

CERTIFICATION
I, Augustus C. Griffin, 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.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:
August 3, 2016
 
 
 
 
 
/s/ Augustus C. Griffin
 
 
 
Augustus C. Griffin, President  and Chief Executive Officer


Exhibit
Exhibit 31.2

CERTIFICATION

I, Thomas K. Pigott, 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.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:
August 3, 2016
 
 
 
 
 
/s/ Thomas K. Pigott
 
 
 
Thomas K. Pigott, Vice President, Finance and Chief Financial Officer


Exhibit
Exhibit 32.1

CERTIFICATION

OF

PERIODIC REPORT

I, Augustus C. Griffin, 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, 2016 (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 3, 2016
 
 
 
 
 
/s/ Augustus C. Griffin
 
 
 
Augustus C. Griffin
 
 
 
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
Exhibit 32.2

CERTIFICATION

OF

PERIODIC REPORT

I, Thomas K. Pigott, 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, 2016 (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 3, 2016
 
 
 
 
 
/s/ Thomas K. Pigott
 
 
 
Thomas K. Pigott
 
 
 
Vice President, Finance 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.]