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Price
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Kansas
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48-0531200
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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100 Commercial Street, Box 130, Atchison, Kansas
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66002
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered |
| Common Stock, no par value | NASDAQ Global Select market |
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(1)
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Portions of the MGP Ingredients, Inc. Proxy Statement for the Annual Meeting of Stockholders to be held on May 31, 2012 are incorporated by reference into Part III of this report to the extent set forth herein.
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PRODUCT GROUP SALES
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||||||||||||||||||||||||||||||||
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Fiscal Year Ended
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||||||||||||||||||||||||||||||||
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Six Months
Ended
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||||||||||||||||||||||||||||||||
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December 31,
2011
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June 30,
2011
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June 30,
2010
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June 30,
2009
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Amount
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%
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Amount
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%
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Amount
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%
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Amount
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%
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Distillery Products: (1)
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Food grade Alcohol
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$ | 98,358 | 67.2 | % | $ | 157,486 | 63.5 | % | $ | 118,578 | 58.7 | % | $ | 124,199 | 42.6 | % | ||||||||||||||||
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Distillers Grain and related Co-products
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14,170 | 9.7 | % | 20,642 | 8.3 | % | 14,340 | 7.1 | % | 33,060 | 11.3 | % | ||||||||||||||||||||
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Fuel grade Alcohol
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5,909 | 4.0 | % | 10,865 | 4.4 | % | 7,072 | 3.5 | % | 47,445 | 16.2 | % | ||||||||||||||||||||
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Total Distillery Products
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$ | 118,437 | 80.9 | % | $ | 188,993 | 76.2 | % | $ | 139,990 | 69.3 | % | $ | 204,704 | 70.1 | % | ||||||||||||||||
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Ingredient Solutions: (2)
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Specialty Starches
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$ | 15,557 | 10.6 | % | $ | 29,459 | 11.9 | % | $ | 27,978 | 13.9 | % | $ | 32,817 | 11.2 | % | ||||||||||||||||
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Specialty Proteins
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9,853 | 6.7 | % | 20,918 | 8.4 | % | 20,847 | 10.3 | % | 21,936 | 7.5 | % | ||||||||||||||||||||
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Commodity Wheat Starch
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2,065 | 1.4 | % | 7,228 | 2.9 | % | 9,065 | 4.5 | % | 12,629 | 4.3 | % | ||||||||||||||||||||
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Vital Wheat Gluten
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121 | 0.1 | % | 160 | 0.1 | % | 1,825 | 0.9 | % | 13,684 | 4.8 | % | ||||||||||||||||||||
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Mill By-Products
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- | 0.0 | % | - | 0.0 | % | - | 0.0 | % | 1,061 | 0.4 | % | ||||||||||||||||||||
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Total Ingredients
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$ | 27,596 | 18.8 | % | $ | 57,765 | 23.3 | % | $ | 59,715 | 29.6 | % | $ | 82,127 | 28.2 | % | ||||||||||||||||
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Other Products: (3)
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$ | 444 | 0.3 | % | $ | 1,157 | 0.5 | % | $ | 2,266 | 1.1 | % | $ | 4,981 | 1.7 | % | ||||||||||||||||
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Net Sales
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$ | 146,477 | 100.0 | % | $ | 247,915 | 100.0 | % | $ | 201,971 | 100.0 | % | $ | 291,812 | 100.0 | % | ||||||||||||||||
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(1)
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In February 2009, we temporarily discontinued distillery operations at our former Pekin facility. We now only produce minimal quantities of fuel grade alcohol as a co-product of our food grade alcohol production at our Atchison facility. As a result, our production of distillers feed, a principal co-product of our alcohol production process, also has declined. The table includes our sales of food grade alcohol acquired from ICP but does not otherwise reflect distillery product sales of ICP, which now operates our former Pekin plant.
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(2)
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In October 2008, we shut down our Atchison wheat flour mill and began purchasing high quality flour for use as the principal raw material in our protein and starch production processes. As a result, we quit selling Mill By-Products. In November 2008, we discontinued producing protein and starch at our Pekin facility and consolidated production of value-added protein and starch products at our Atchison facility. These actions were driven by our planned reduction in the manufacturing and sales of commodity vital wheat gluten and significantly
curtailed emphasis on the production and commercialization of commodity wheat starch.
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(3)
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Other products formerly included personal care products and pet products. We ceased production of personal care products in the third quarter of fiscal 2009 and sold our pet business in the first quarter of fiscal 2010.
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·
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Fibersym
®
Resistant Starch series.
These starches serve as a convenient and rich source of dietary fiber. Unlike traditional fiber sources like bran, our resistant starches possess a clean, white color and neutral flavor that allow food formulators to create a wide range of both traditional and non-traditional fiber enhanced products that are savory in both appearance and taste. Applications include pan breads, pizza crust, flour tortillas, cookies, muffins, pastries and cakes.
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·
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FiberRite
®
RW Resistant Starch.
FiberRite
®
RW is a product that boosts dietary fiber levels while also reducing fat and caloric content in such foods as breads, sweet goods, ice cream, yogurt, salad dressings, sandwich spreads and emulsified meats.
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·
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Pregel
™
Instant Starch series.
Our Pregel
™
starches perform as an instant thickener in bakery mixes, allowing fruit, nuts and other particles such as chocolate pieces to be uniformly suspended in the finished product. In coating systems, batter pick-up can be controlled for improved yield and consistent product appearance. Additionally, shelf-life can be enhanced due to improved moisture retention, allowing products to remain tender and soft over an extended storage period.
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·
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Midsol
™
Cook-up Starch series.
As a whole, these starches deliver increased thickening, clarity, adhesion and tolerance to high shear, temperature and acidity during food processing. Certain varieties in this line of starches can also be used to reduce sodium content in some food formulations. Such properties are important in products such as soups, sauces, gravies, salad dressings, fillings and batter systems. Processing benefits of these starches also include the ability to control expansion in extruded breakfast cereals. In addition, they provide textural enhancement and moisture management in processed foods, especially during storage under frozen and refrigerated conditions.
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·
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Arise
®
series.
Our Arise
®
series of products consists of specialty wheat proteins that increase the freshness and shelf life of frozen, refrigerated and fresh dough products after they are baked. Certain ingredients in this series are also sold for use in the manufacture of high protein, lower net carbohydrate products.
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Wheatex
®
series.
This series consists of texturized wheat proteins made from vital wheat gluten by changing it into a pliable substance through special processing. The resulting solid food product can be further enhanced with flavoring and coloring and reconstituted with water. Texturized wheat proteins are used for meat, poultry and fish product enhancements and/or substitutes. Wheatex
®
mimics the textural characteristics and appearance of meat, fish and poultry products. It is available in a variety of sizes and colors and can be easily formed into patties, links or virtually any other shape the customer requires.
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·
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FP
™
series.
The FP™ series of products consists of specialty wheat proteins, each tailored for use in a variety of food applications. These include proteins that can be used to form barriers to fat and moisture penetration to enhance the crispness and improve batter adhesion in fried products, effectively bond other ingredients in vegetarian patties and extended meat products, increase the softness and pliability of flour tortillas, and fortify nutritional drinks.
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·
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HWG 2009
™
.
This is a lightly hydrolyzed wheat protein that is rich in peptide-bonded glutamine, an amino acid that counters muscle fatigue brought on by exercise and other physical activities. Applications include nutritional beverages and snack products.
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·
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Pursuant to the Contribution Agreement, we contributed the Pekin plant to ICP at an agreed value of $30,000, consisting of land and fixed assets valued at $29,063 and materials and supply inventory valued at $937.
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·
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Under the LLC Interest Purchase Agreement, we sold ICP Holdings 50% of the membership interest in ICP for a purchase price of $15,000. This agreement gave ICP Holdings the option to purchase up to an additional 20% of the membership interest in ICP at any time between the second and fifth anniversary of the closing date for a price equal to the percentage of such interests times the greater of (i) four times ICP’s trailing twelve months EBITDA or (ii) $40,000, adjusted for pro rata additional capital investment, as defined in the agreement (“Option Price”). On February 1, 2012, ICP Holdings exercised its option and purchased an additional 20 percent from us for $9,103, as further described in
Note 22. Subsequent Events
set forth in Item 8.
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·
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Pursuant to the Limited Liability Company Agreement, control of day to day operations generally is retained by the members, acting by a majority in interest. Following ICP Holdings' exercise of its option referred to above, ICP Holdings owns 70% of ICP and generally is entitled to control its day to day operations. However, if SEACOR Energy were to default under its marketing agreement, referred to below, we could assume sole control of ICP's daily operations until the default is cured.
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The Limited Liability Company Agreement also provides for the creation of an advisory board. As a result of ICP Holdings’ option exercise, this board consists of two advisors appointed by us and four advisors appointed by ICP Holdings. All actions of the advisory board require majority approval of the entire board, except that any transaction between ICP and ICP Holdings or its affiliates must be approved by the advisors appointed by us.
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The Limited Liability Company Agreement generally provides for distributions to members to the extent of net cash flow, as defined, to provide for taxes attributable to allocations to them of tax items from ICP. Any distributions of net cash flow in excess of taxes may be distributed at such time as the Board of Advisors determines.
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The Limited Liability Company Agreement gives either member certain rights to shut down the plant if it operates at a loss. Such rights are conditional in certain instances but absolute if EBITDA losses aggregate $1,500 over any three consecutive quarters or if ICP's net working capital is less than $2,500. ICP Holdings also has the right to shut down the plant if ICP is in default under its loan agreement for failure to pay principal or interest for two months.
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The Limited Liability Company Agreement contains various buy/sell provisions and restrictions on transfer of membership interests. These include buy/sell provisions relating to a member's entire interest that may be exercised by any member at any time.
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·
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Under the Marketing Agreement, ICP manufactures and supplies food grade and industrial-use alcohol products for us and we purchase, market and sell such products for a marketing fee. The Marketing Agreement provides that we will share margin realized from the sale of the products under the agreement with ICP.
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Name
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Age
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Position
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Timothy W. Newkirk
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43
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President and Chief Executive Officer
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Don Tracy
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54
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Vice President, Finance and Chief Financial Officer
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Donald G. Coffey, Ph.D.
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57
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Executive Vice President, Research, Development and Innovation
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David E. Dykstra
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48
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Vice President, Alcohol Sales and Marketing
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Michael J. Lasater
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43
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National Director of Sales
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Marta L. Myers
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52
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Corporate Secretary and Executive Assistant to the President and Board Chairman
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Scott B. Phillips
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46
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Vice President, Supply Chain Operations
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David E. Rindom
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56
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Vice President, Human Resources
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Randy M. Schrick
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61
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Vice President, Engineering of MGP Ingredients, Inc.
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Name
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Age
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Position
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Timothy W. Newkirk
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43
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President
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Don Tracy
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54
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Vice President and Treasurer
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David E. Rindom
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56
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Vice President
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Marta L. Myers
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52
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Secretary
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-
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the difficulty of assimilating and integrating the acquired operations into our current business;
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-
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the difficulty of incorporating the former LDI employees into our corporate culture and the possible loss of key employees;
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-
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the diversion or dilution of management resources or focus;
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-
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the possibility that effective internal controls are not established and maintained at the Indiana Distillery;
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-
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the risks of entering new product markets with which we have limited experience;
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-
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the possibility that the debt and liabilities that we incurred and assumed will prove to be more burdensome that we anticipated; and
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-
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the possibility that the acquired operations do not perform as expected or do not increase our profits.
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·
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incur additional indebtedness;
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·
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pay cash dividends to stockholders in excess of $2,000 any fiscal year or re-purchase our stock;
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make investments that exceed $15,000 or acquisitions that exceed $5,000 (other than the acquisition of LDI) in the aggregate;
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dispose of assets;
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create liens on our assets;
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incur operating lease expense in excess of $4,000 in any fiscal year;
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pledge the fixed and real property assets of LDI’s Distillery Business
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·
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merge or consolidate; or
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·
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increase certain salaries and bonuses.
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·
We will have to use a greater portion of our cash flows from operations to pay principal and interest on our debt, which will reduce the funds that would otherwise be available to us for our operations, capital expenditures, future business opportunities and dividends; and
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·
We will be adversely affected by increases in prevailing interest rates.
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Location
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Purpose
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Owned or Leased
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Plant Area
(in sq. ft.)
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Tract Area
(in acres)
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||||
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Atchison, Kansas
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Grain processing, distillery, warehousing,
and research and quality
control laboratories (Distillery Products and Ingredient Solutions)
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Owned
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494,640
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26
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Principal executive office building (Corporate)
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Leased
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18,000
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1
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Technical Innovation Center (Ingredient Solutions, Distillery Products and Other)
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Leased
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19,600
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1
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Lawrenceburg and Greendale, Indiana
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Distillery, warehousing, tank farm and quality control facilities
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Owned
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1,458,143
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43
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Rushville, Indiana
(1)
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Grain elevator operations
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Owned
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4,560
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12
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Kansas City, Kansas
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Specialty proteins (Ingredient Solutions)
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Leased
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27,400
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N/A
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Onaga, Kansas
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Production of plant-based
polymers and
wood composites (Other)
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Owned
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23,040
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3
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Pekin, Illinois
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Distillery,
warehousing and quality control
laboratories (Distillery Products)
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Owned
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462,926
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49
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Sales Price
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Dividend
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|||||||||||
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High
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Low
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Per Share
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For the Transition Period from July 1, 2011 to December 31, 2011
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For the Quarter Ended September 30, 2011
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$ | 8.75 | $ | 5.07 | $ | 0.05 | ||||||
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For the Quarter Ended December 31, 2011
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6.82 | 4.27 | - | |||||||||
| $ | 0.05 | |||||||||||
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For the Year Ended June 30, 2011
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For the Quarter Ended September 30, 2010
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$ | 8.15 | $ | 6.46 | $ | 0.05 | ||||||
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For the Quarter Ended December 31, 2010
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11.90 | 8.14 | - | |||||||||
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For the Quarter Ended March 31, 2011
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11.06 | 7.90 | - | |||||||||
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For the Quarter Ended June 30, 2011
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9.00 | 7.75 | - | |||||||||
| $ | 0.05 | |||||||||||
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For the Year Ended June 30, 2010
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For the Quarter Ended September 30, 2009
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$ | 4.39 | $ | 2.29 | $ | - | ||||||
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For the Quarter Ended December 31, 2009
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9.62 | 3.91 | - | |||||||||
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For the Quarter Ended March 31, 2010
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7.78 | 6.36 | - | |||||||||
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For the Quarter Ended June 30, 2010
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8.62 | 5.75 | - | |||||||||
| $ | - | |||||||||||
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Six Months Ended
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Fiscal Year Ended
(1) (2) (3) (4) (5) (6)
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December 31,
2011
(9)(10)(11)
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2011
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2010
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2009
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2008
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2007
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Statement of Operations Data:
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Net sales
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$ | 146,477 | $ | 247,915 | $ | 201,971 | $ | 291,812 | $ | 412,473 | $ | 382,306 | ||||||||||||
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Cost of sales
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143,531 | 225,038 | 171,427 | 325,914 | 408,242 | 335,033 | ||||||||||||||||||
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Gross profit (loss)
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2,946 | 22,877 | 30,544 | (34,102 | ) | 4,231 | 47,273 | |||||||||||||||||
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Selling, general and administrative expenses
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11,417 | 21,157 | 20,708 | 21,401 | 24,235 | 20,319 | ||||||||||||||||||
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Other operating costs
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114 | 1,075 | 287 | 4,694 | - | - | ||||||||||||||||||
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Write-off of assets
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- | - | - | - | 1,546 | - | ||||||||||||||||||
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Impairment of long-lived assets
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1,301 | - | - | 10,282 | 8,100 | - | ||||||||||||||||||
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Severance and early retirement costs
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- | - | - | 3,288 | - | - | ||||||||||||||||||
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Bargain purchase gain, net of tax
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(13,048 | ) | - | - | - | - | ||||||||||||||||||
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Loss on joint venture formation
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- | - | 2,294 | - | - | - | ||||||||||||||||||
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Other restructuring costs
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- | - | - | 5,241 | - | - | ||||||||||||||||||
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Income (loss) from operations
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3,162 | 645 | 7,255 | (79,008 | ) | (29,650 | ) | 26,954 | ||||||||||||||||
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Other income, net
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48 | 8 | 645 | 112 | 515 | 1,490 | ||||||||||||||||||
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Gain on settlement of litigation, net of related expenses
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- | - | - | - | 7,046 | - | ||||||||||||||||||
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Interest expense
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(330 | ) | (358 | ) | (1,757 | ) | (2,901 | ) | (1,490 | ) | (964 | ) | ||||||||||||
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Equity in earnings (loss) of joint ventures
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(551 | ) | (1,540 | ) | (2,173 | ) | (114 | ) | (14 | ) | - | |||||||||||||
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Income (loss) before income taxes
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2,329 | (1,245 | ) | 3,970 | (81,911 | ) | (23,593 | ) | 27,480 | |||||||||||||||
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Provision (benefit) for income taxes
|
(8,306 | ) | 68 | (4,768 | ) | (12,788 | ) | (11,851 | ) | 9,914 | ||||||||||||||
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Net income (loss)
|
$ | 10,635 | $ | (1,313 | ) | $ | 8,738 | $ | (69,123 | ) | $ | (11,742 | ) | $ | 17,566 | |||||||||
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Basic earnings per common share
(7)
|
$ | 0.59 | $ | (0.07 | ) | $ | 0.52 | $ | (4.17 | ) | $ | (0.71 | ) | $ | 1.07 | |||||||||
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Diluted earnings per common share
(7)
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$ | 0.59 | $ | (0.07 | ) | $ | 0.51 | $ | (4.17 | ) | $ | (0.70 | ) | $ | 1.04 | |||||||||
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Weighted average basic common shares outstanding
(7)
|
16,875,924 | 16,725,756 | 16,655,203 | 16,585,361 | 16,531,347 | 16,427,959 | ||||||||||||||||||
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Weighted average diluted common shares outstanding
(7)
|
16,879,153 | 16,725,756 | 17,082,123 | 16,585,361 | 16,805,412 | 16,913,342 | ||||||||||||||||||
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Cash dividends per common share
|
$ | 0.05 | $ | 0.05 | $ | - | $ | - | $ | 0.25 | $ | 0.30 | ||||||||||||
|
Balance Sheet Data:
|
||||||||||||||||||||||||
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Working capital
|
$ | 18,887 | $ | 22,381 | $ | 25,142 | $ | 31,242 | $ | 51,127 | $ | 53,371 | ||||||||||||
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Total assets
|
169,157 | 136,483 | 121,284 | 145,132 | 223,068 | 221,121 | ||||||||||||||||||
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Long-term debt, less current maturities
|
6,852 | 7,702 | 2,082 | 9,632 | 1,301 | 8,940 | ||||||||||||||||||
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Stockholders’ equity
|
84,430 | 75,198 | 72,784 | 63,884 | 136,874 | 154,778 | ||||||||||||||||||
|
Book value per share
(8)
|
$ | 4.66 | $ | 4.20 | $ | 4.37 | $ | 3.85 | $ | 8.28 | $ | 9.42 | ||||||||||||
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(1)
|
Fiscal year 2006 started on July 1 and ended June 30. On June 8, 2006 the Board of Directors amended the Company’s Bylaws to effect a change in the fiscal year from a fiscal year ending June 30 to a 52/53 week fiscal year. As a result of this change, fiscal 2007 ended on July 1, 2007. On March 6, 2008, the Board of Directors amended the Company’s bylaws to effect a change in the fiscal year so that it would again end on June 30 each year.
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|
(2)
|
Amounts for fiscal year 2008 include a write-off of assets of $1,546, a write-down of inventory of $1,300 and a loss on the impairment of assets of $8,100, partially offset by a gain on the settlement of litigation of $7,000 and the removal of a $3,000 state tax valuation allowance ($2,000 net of taxes).
|
|
(3)
|
Amounts for fiscal year 2009 include a non-cash loss on the impairment of assets of $10,282, severance and early retirement costs of $3,288, other restructuring costs of $5,241 and other operating costs related to our closed Pekin, Illinois plant of $4,694. For further discussion, see
Note 9.
Restructuring Costs and Loss on Impairment of Assets
set forth in Item 8, and Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Fiscal 2010 Compared to Fiscal 2009 – Cost of Sales.
|
|
(4)
|
Amounts for fiscal year 2010 include the impact of a correcting entry related to certain accounts payable recorded prior to fiscal 2010 that had been either duplicated or otherwise erroneously recorded. The impact of the correcting adjustment increased reported pretax income by approximately $1,351. Cost of sales was decreased by $733 and other income increased by $618. For further discussion, see
Note 1. Nature of Operations and Summary of Significant Accounting Policies
set forth in Item 8.
|
|
(5)
|
Amounts for fiscal year 2010 include a $2,294 charge related to the loss on joint venture formation. For further discussion, see
Note 1. Nature of Operations and Summary of Significant Accounting Policies
and
Note 3
.
Investment in Joint Ventures
set forth in Item 8, and Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Fiscal 2010 Compared to Fiscal 2009 - Loss on Joint Venture Formation.
|
|
(6)
|
Amounts for fiscal year 2010 include the impact of a tax law change that resulted in an income tax benefit of approximately $4,700. For further discussion, see
Note 5. Income Taxes
set forth in Item 8 and Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Fiscal 2010 Compared to Fiscal 2009 – Income Taxes.
|
|
(7)
|
We adopted Accounting Standards Codification 260 10 Earnings Per Share (formerly FSP-EITF 03-6-1) –
Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
effective July 1, 2009. The impacts for the non-vested restricted shares, which constitute a separate class of stock for accounting purposes, did not have a material impact and we did not apply the two class method in fiscal 2010. Amounts allocated to participating securities prior to the six month transition period ended December 31, 2011 were immaterial.
|
|
(8)
|
In conjunction with (7) above, non-vested restricted shares are now presented as outstanding shares. The fiscal 2011 book value per share was computed by including non-vested restricted shares; the fiscal 2010 book value per share was not computed using the non-vested restricted shares as the two class method was determined to be used in fiscal 2011 prospectively.
|
|
(9)
|
On August 25, 2011, the Board of Directors amended the Company’s bylaws to effect a change in the fiscal year end from June 30 to December 31. The Company’s results for the transition period July 1, 2011 to December 31, 2011 are reported on this Form 10-K. This financial information in not comparative to the fiscal year ends 2007-2011, which include 12 months of activity. See
|
|
(10)
|
Amounts for the six month transition period ended December 31, 2011 include a $13,048 bargain purchase gain (net of taxes of $8,336) related to the acquisition of LDI’s Distillery Business, as further described in
Note 21. Business Combination
set forth in Item 8.
|
|
(11)
|
Amounts for the six month transition period ended December 31, 2011 include a $1,301 impairment of long lived assets, as further described in
Note 9. Restructuring Costs and Loss on Impairment of Assets
set forth in Item 8.
|
|
Six Months Ended
|
Fiscal Year Ended June 30,
|
|||||||||||||||||||
|
December 31,
2011
|
December 31,
2010
|
2011
|
2010
|
2009
|
||||||||||||||||
|
(unaudited)
|
||||||||||||||||||||
|
Distillery Products
|
||||||||||||||||||||
|
Net Sales
|
$ | 118,437 | $ | 85,700 | $ | 188,993 | $ | 139,990 | $ | 204,704 | ||||||||||
|
Pre-Tax Income (Loss)
|
1,234 | 15,426 | 19,720 | 16,713 | (24,367 | ) | ||||||||||||||
|
Ingredient Solutions
|
||||||||||||||||||||
|
Net Sales
|
27,596 | 28,587 | 57,765 | 59,715 | 82,127 | |||||||||||||||
|
Pre-Tax Income (Loss)
|
1,044 | 1,863 | 1,828 | 9,731 | (6,720 | ) | ||||||||||||||
|
Other
|
||||||||||||||||||||
|
Net Sales
|
444 | 642 | 1,157 | 2,266 | 4,981 | |||||||||||||||
|
Pre-Tax Income (Loss)
|
(274 | ) | (136 | ) | (521 | ) | 145 | 40 | ||||||||||||
|
Six Months Ended
|
Fiscal Year Ended June 30,
|
|||||||||||||||||||
|
Income (loss) before income taxes
|
December 31,
2011
(1)
|
December 31,
2010
(1)
|
2011
(1)
|
2010
(1)
|
2009
(1)
|
|||||||||||||||
|
(unaudited)
|
||||||||||||||||||||
|
Distillery products
|
$ | 1,234 | $ | 15,426 | $ | 19,720 | $ | 16,713 | $ | (24,367 | ) | |||||||||
|
Ingredient solutions
|
1,044 | 1,863 | 1,828 | 9,731 | (6,720 | ) | ||||||||||||||
|
Other
|
(274 | ) | (136 | ) | (521 | ) | 145 | 40 | ||||||||||||
|
Corporate
|
(11,422 | ) | (8,875 | ) | (22,272 | ) | (20,325 | ) | (24,411 | ) | ||||||||||
|
Impairment of long-lived assets
|
(1,301 | ) | - | - | - | (10,282 | ) | |||||||||||||
|
Severance and early retirement costs
|
- | - | - | - | (3,288 | ) | ||||||||||||||
|
Bargain purchase gain, net of tax
|
13,048 | - | - | - | - | |||||||||||||||
|
Loss on joint venture formation
|
- | - | - | (2,294 | ) | - | ||||||||||||||
|
Other restructuring costs
|
- | - | - | - | (5,241 | ) | ||||||||||||||
|
Loss on natural gas contract
|
- | - | - | - | (7,642 | ) | ||||||||||||||
|
Total income (loss) before income
Taxes
|
2,329 | 8,278 | (1,245 | ) | 3,970 | (81,911 | ) | |||||||||||||
|
Provision (benefit) for income taxes
|
(8,306 | ) | 34 | 68 | (4,768 | ) | (12,788 | ) | ||||||||||||
|
Net income (loss)
|
$ | 10,635 | $ | 8,244 | $ | (1,313 | ) | $ | 8,738 | $ | (69,123 | ) | ||||||||
|
(1)
|
Non-direct selling, general and administrative, interest expense, investment income and other general miscellaneous expenses are classified as corporate. Out-of-period adjustments are classified as corporate. In addition, we do not assign or allocate special charges to our operating segments. For purposes of comparative analysis, loss on impairment of long-lived assets, severance and early retirement costs, gain (loss) on sale of assets, bargain purchase gain, loss on joint venture formation, other restructuring costs, and the loss on natural gas contract for six month transition period ended December 31, 2011, the six months ended December 31, 2010 and for the years ended June 30, 2011, 2010 and 2009 have been excluded from our segments.
|
|
Quarter
|
1
st
Quarter
|
2
nd
Quarter
|
3
rd
Quarter
|
4
th
Quarter
|
Total
|
|||||||||||||||
|
Six Months Ended December 31, 2011
(1)(2)
|
||||||||||||||||||||
|
Net sales
|
$ | 76,138 | $ | 70,339 | n/a | n/a | $ | 146,477 | ||||||||||||
|
Gross profit (loss)
|
2,791 | 155 | n/a | n/a | 2,946 | |||||||||||||||
|
Net income (loss)
|
(5,509 | ) | 16,144 | n/a | n/a | 10,635 | ||||||||||||||
|
Earnings (loss) per share (diluted)
(8)
|
(0.31 | ) | 0.89 | n/a | n/a | $ | 0.59 | |||||||||||||
|
Fiscal 2011
(3)
|
||||||||||||||||||||
|
Net sales
|
$ | 56,978 | $ | 57,951 | $ | 64,188 | $ | 68,798 | $ | 247,915 | ||||||||||
|
Gross profit (loss)
|
10,354 | 8,792 | 6,519 | (2,788 | ) | 22,877 | ||||||||||||||
|
Net income (loss)
|
5,002 | 3,242 | 701 | (10,258 | ) | (1,313 | ) | |||||||||||||
|
Earnings (loss) per share (diluted)
(4)(8)
|
$ | 0.28 | $ | 0.18 | $ | 0.04 | $ | (0.58 | ) | $ | (0.07 | ) | ||||||||
|
Fiscal 2010
(4)(5)(6)
|
||||||||||||||||||||
|
Net sales
|
$ | 50,249 | $ | 48,094 | $ | 49,269 | $ | 54,359 | $ | 201,971 | ||||||||||
|
Gross profit (loss)
|
9,837 | 8,510 | 4,967 | 7,230 | 30,544 | |||||||||||||||
|
Net income (loss)
|
3,738 | 4,778 | (2,254 | ) | 2,476 | 8,738 | ||||||||||||||
|
Earnings (loss) per share (diluted)
(4)(8)
|
$ | 0.22 | $ | 0.28 | $ | (0.14 | ) | $ | 0.14 | $ | 0.51 | |||||||||
| (1) |
Net income for the second quarter of the transition period ending December 31, 2011 includes a $13,048 bargain purchase gain (net of taxes of $8,336) related to the acquisition of LDI’s Distillery Business.
|
| (2) |
Net income for the second quarter of the transition period ending December 31, 2011 includes a $1,301 impairment loss on long-lived assets.
|
| (3) |
Net income for the first and second quarter of fiscal 2011 includes losses of $289 and $33, respectively, related to the disposition of certain machinery and equipment.
|
| (4) |
We adopted ASC 260 10 Earnings Per Share (formerly FSP-EITF 03-6-1) –
Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
effective July 1, 2009. The impacts for the non-vested restricted shares, which constitute a separate class of stock for accounting purposes, did not have a material impact and we did not apply the two class method in fiscal 2010. In conjunction with the declaration of the dividend in the first quarter of fiscal 2011, we reassessed our earnings per share calculation policy and determined to present the two-class method prospectively. Amounts allocated to participating securities for fiscal 2010 were immaterial.
|
| (5) |
Net income for the first quarter of fiscal 2010 includes a $200 gain on the sale of certain flour mill assets and transport equipment.
|
| (6) |
Net income for the second quarter of fiscal 2010 includes a $3,047 charge related to the loss on joint venture formation and a $500 gain on the sale of certain flour mill assets. The second quarter of fiscal 2010 also included an out-of period adjustment related to a reduction of accounts payable that increased pretax income by $1,351. See
(7)
below related to the $3,047 charge.
|
| (7) |
Net income for the fourth quarter of fiscal 2010 includes a $753 out-of-period adjustment related to a partial settlement and a curtailment of the other post-retirement plan which was a favorable impact to pretax income. Had this adjustment been recorded in the proper quarter, pretax income would have been favorably impacted by $753 for the second quarter of fiscal 2010. This adjustment reduced the loss on joint venture formation recorded during the second quarter of fiscal 2010 from $3,047 to $2,294.
|
| (8) |
Earnings (loss) per share per quarter does not sum to total earnings (loss) per share due to rounding.
|
|
December 31
|
June 30
|
|||||||||||
|
2011
|
2011
|
2010
|
||||||||||
|
Cash and cash equivalents
|
$ | 383 | $ | 7,603 | $ | 6,369 | ||||||
|
Working capital
|
18,887 | 22,381 | 25,142 | |||||||||
|
Amounts available under lines of credit
|
23,358 | 20,342 | 20,174 | |||||||||
|
Credit facility, notes payable and long-term debt
|
29,664 | 14,065 | 2,771 | |||||||||
|
Stockholders’ equity
|
84,430 | 75,198 | 72,784 | |||||||||
|
Six Months Ended
|
Year Ended June 30,
|
|||||||||||||||||||
|
December 31,
2011
|
December 31,
2010
|
2011
|
2010
|
2009
|
||||||||||||||||
|
(unaudited)
|
||||||||||||||||||||
|
Depreciation and amortization
|
$ | 5,047 | $ | 4,083 | $ | 8,843 | $ | 8,631 | $ | 11,946 | ||||||||||
|
Capital expenditures
|
12,403 | 3,663 | 12,775 | 2,062 | 2,069 | |||||||||||||||
|
Cash flows from operations
|
(9,603 | ) | (1,160 | ) | 3,139 | 32,667 | 3,158 | |||||||||||||
|
Six Months Ended
|
Year Ended June 30,
|
|||||||||||||||||||
|
December 31,
2011
|
December 31,
2010
|
2011
|
2010
|
2009
|
||||||||||||||||
|
(unaudited)
|
||||||||||||||||||||
|
Cash flows provided by (used in):
|
||||||||||||||||||||
|
Operating activities
|
$ | (9,603 | ) | $ | (1,160 | ) | $ | 3,139 | $ | 32,667 | $ | 3,158 | ||||||||
|
Investing activities
|
(12,324 | ) | (3,663 | ) | (12,775 | ) | 16,043 | (1,325 | ) | |||||||||||
|
Financing activities
|
14,707 | (1,074 | ) | 10,870 | (42,519 | ) | (1,655 | ) | ||||||||||||
|
Increase in cash and cash equivalents
|
(7,220 | ) | (5,897 | ) | 1,234 | 6,191 | 178 | |||||||||||||
|
Cash and cash equivalents at beginning of year
|
7,603 | 6,369 | 6,369 | 178 | - | |||||||||||||||
|
Cash and cash equivalents at end of year
|
$ | 383 | $ | 472 | $ | 7,603 | $ | 6,369 | $ | 178 | ||||||||||
|
Six Months Ended
|
Year Ended June 30,
|
|||||||||||||||||||
|
December 31,
2011
|
December 31,
2010
|
2011
|
2010
|
2009
|
||||||||||||||||
|
(unaudited)
|
||||||||||||||||||||
|
Net income (loss)
|
$ | 10,635 | $ | 8,244 | $ | (1,313 | ) | $ | 8,738 | $ | (69,123 | ) | ||||||||
|
Depreciation and amortization
|
5,047 | 4,083 | 8,843 | 8,631 | 11,946 | |||||||||||||||
|
Loss (gain) on sale of assets
|
117 | 322 | 322 | (1,731 | ) | (285 | ) | |||||||||||||
|
Share based compensation
|
510 | - | 1,164 | 491 | 14 | |||||||||||||||
|
Bargain purchase gain, net of tax
|
(13,048 | ) | - | - | - | - | ||||||||||||||
|
Loss on joint venture formation
|
- | - | - | 2,294 | - | |||||||||||||||
|
Loss on impairment of assets
|
1,301 | - | - | - | 10,282 | |||||||||||||||
|
Deferred income taxes
|
(8,340 | ) | - | - | - | (7,217 | ) | |||||||||||||
|
Equity in loss (earnings) of joint ventures
|
551 | (632 | ) | 1,540 | 2,173 | 114 | ||||||||||||||
|
Changes in operating assets and liabilities, net of
acquisition:
|
||||||||||||||||||||
|
Restricted cash
|
(6,577 | ) | 481 | (57 | ) | (768 | ) | (200 | ) | |||||||||||
|
Receivables, net
|
4,368 | (3,941 | ) | (10,170 | ) | 729 | 15,684 | |||||||||||||
|
Inventory
|
(4,082 | ) | (2,505 | ) | (2,568 | )) | 3,184 | 40,703 | ||||||||||||
|
Prepaid expenses
|
244 | 406 | 316 | (537 | ) | (1,130 | ) | |||||||||||||
|
Refundable income taxes
|
(37 | ) | 94 | 53 | 5,467 | 2,525 | ||||||||||||||
|
Accounts payable
|
412 | (226 | ) | 5,907 | 1,439 | (3,063 | ) | |||||||||||||
|
Accounts payable to affiliate, net
|
1 | (1,189 | ) | 1,215 | 4,951 | - | ||||||||||||||
|
Accrued expenses
|
(650 | ) | (3,394 | ) | (3,111 | ) | 1,871 | (694 | ) | |||||||||||
|
Change in derivatives
|
(220 | ) | (1,681 | ) | 2,267 | (418 | ) | 1,753 | ||||||||||||
|
Deferred credit
|
(303 | ) | (284 | ) | (881 | ) | (811 | ) | (846 | ) | ||||||||||
|
Accrued retirement health and life insurance
benefits and other noncurrent liabilities
|
(76 | ) | (46 | ) | (659 | ) | (3,277 | ) | 4,968 | |||||||||||
|
Gains previously deferred in other
comprehensive income
|
- | - | - | - | (2,149 | ) | ||||||||||||||
|
Other
|
544 | (892 | ) | 271 | 241 | (124 | ) | |||||||||||||
|
Net cash provided by (used in) operating
activities
|
$ | (9,603 | ) | $ | (1,160 | ) | $ | 3,139 | $ | 32,667 | $ | 3,158 | ||||||||
|
·
|
for the six month transition period ended December 31, 2011, a decrease in accounts receivable (net of receivables purchased in our acquisition of LDI’s Distillery Business) generated $4,368 of positive cash flows compared to a $3,941 use of cash for the six months ended December 31, 2011;
|
|
·
|
for the six month transition period ended December 31, 2011, an increase in accounts payable to affiliate generated $1 of positive cash flows compared to a $1,189 use of cash for the six months ended December 31, 2011; and
|
|
·
|
a smaller period-over-period decrease in accrued expenses. For the six month transition period ended December 31, 2011, a decrease in accrued expenses (net of accrued expenses assumed from our acquisition of LDI’s Distillery Business) used $650 of cash compared to a $3,394 use of cash for the six months ended December 31, 2010.
|
|
·
|
for the year ended June 30, 2011, an increase in accounts payable generated $5,907 of positive cash flows compared to $1,439 for the year ended June 30, 2010;
|
|
·
|
for the year ended June 30, 2011, an increase in accrued retiree benefits used $659 of operating cash flows compared to a use of $3,277 for the year ended June 30, 2010; and
|
|
·
|
for the year ended June 30, 2011, an increase in the change in derivative valuation generated $2,267 of positive cash flows compared to a use of $418 for the year ended June 30, 2010.
|
|
·
|
for the year ended June 30, 2010, inventory reductions generated positive operating cash flow of $3,184 compared to $40,703 for the year ended June 30, 2009 when we reduced a significant inventory buildup from the prior year;
|
|
·
|
for the year ended June 30, 2010, accounts receivable declined relatively less, generating positive operating cash flow of $729 compared to $15,684 for the year ended June 30, 2009;
|
|
·
|
for the year ended June 30, 2010, accrued retiree benefits and other non-current liabilities decreased, resulting in a use of cash of $3,277 compared to the year ended June 30, 2009, which generated positive operating cash flow of $4,968; and
|
|
·
|
an adjustment to net loss for the year ended June 30, 2009 for a non-cash impairment charge of $10,282.
|
|
·
|
net borrowings of $4,658 under our operating line of credit for the year ended June 30, 2011 compared to net payments of $18,138 for the year ended June 30, 2010; and
|
|
·
|
net borrowings on long-term debt of $6,636 for the year ended June 30, 2011 compared to net payments of $24,347 for the year ended June 30, 2010. On June 28, 2011 we entered into a capital lease for the water cooling towers and related equipment with proceeds of $7,335.
|
|
·
|
net payments on the line of credit of $18,138 for the year ended June 30, 2010, compared to net payments of $5,167 for the year ended June 30, 2009; and
|
|
·
|
proceeds from long-term debt for the year ended June 30, 2010 decreased $5,318 to $2,032 from $7,350 for the year ended June 30, 2009; and
|
|
·
|
principal payments on long-term debt for the year ended June 30, 2010 increased $22,603 to $26,379 from $3,776 for the year ended June 30, 2009.
|
|
Fiscal Year Ending December 31,
|
||||||||||||||||||||||||||||
|
2012
|
2013
|
2014
|
2015
|
2016
|
Thereafter
|
Total
|
||||||||||||||||||||||
|
Long term debt (1)
|
$ | 303 | $ | 323 | $ | 345 | $ | 369 | $ | 34 | $ | - | $ | 1,374 | ||||||||||||||
|
Capital leases (2)
|
1,368 | 1,360 | 1,212 | 1,244 | 1,277 | 687 | 7,148 | |||||||||||||||||||||
|
Operating leases
|
2,593 | 1,756 | 726 | 469 | 392 | - | 5,936 | |||||||||||||||||||||
|
Post-retirement benefits
|
623 | 563 | 424 | 401 | 425 | 2,931 | 5,367 | |||||||||||||||||||||
|
Defined benefit retirement
Plan
|
80 | - | - | - | - | - | 80 | |||||||||||||||||||||
|
Open purchase
commitments (3)
|
23,053 | - | - | - | - | - | 23,053 | |||||||||||||||||||||
|
Total
|
$ | 28,020 | $ | 4,002 | $ | 2,707 | $ | 2,483 | $ | 2,128 | $ | 3,618 | $ | 42,958 | ||||||||||||||
|
(1)
|
Long term debt at December 31, 2011 included the following:
|
|
(a)
|
Union State Bank – Bank of Atchison promissory note of Processing dated July 20, 2009 in the initial principal amount of $2,000 secured by a mortgage and security interest on our Atchison plant and related equipment. The note bears interest at 6 percent over the three year treasury index, adjustable quarterly, and is payable in 84 monthly installments of $32, with any balance due on the final installment. At December 31, 2011, $1,374 was outstanding under the note.
|
|
(b)
|
On July 21, 2009, we entered a new revolving Credit and Security Agreement with Wells Fargo Bank, National Association. The Credit and Security Agreement has been amended by consents dated August 19, 2009, December 21, 2009, December 31, 2009 and February 2, 2010 as well as by a First Amendment (“First Amendment”) dated June 30, 2010, a Second Amendment (“Second Amendment”) dated January 20, 2011, a Third Amendment (“Third Amendment”) dated October 20, 2011, and an Assignment and Assumption of Note and Credit Agreement and Fourth Amendment ("Fourth Amendment") dated January 3, 2012 (as so amended, the “Credit Agreement”). The Credit Agreement, which matures in October 2014, generally provides for a Maximum Line of Credit of $45,000, subject to borrowing base limitations. A portion of the availability under our Credit Agreement is available for the issuance of letters of credit. The face amount of any outstanding letters of credit reduces the availability under the Credit Agreement on a dollar-for-dollar basis. At December 31, 2011, our outstanding borrowings under the Credit Agreement were $21,142. Borrowings under the Credit Agreement bear interest, payable monthly, at a variable rate equal to Daily One Month LIBOR plus an applicable margin ranging from 1.50% to 2.00%, based on our Balance Sheet Leverage Ratio. During a default period, the interest rate may be increased to a variable rate equal to the Daily One Month LIBOR plus 6 percent at the lender’s discretion. The Credit Agreement provides for an unused line fee of .25 percent per annum and origination fees, letter of credit fees and other administrative fees. The Credit Agreement is secured by a security interest in substantially all of our personal property and by mortgages or leasehold mortgages on our facilities in Atchison and Onaga. The lender may terminate or accelerate our obligations under the Credit Agreement upon the occurrence of various events in addition to payment defaults and other breaches, including such matters as over advances arising from reductions in the borrowing base, certain changes in the Board, failure to pay taxes when due, defaults under other material debt, lease or other contracts and our CEO ceasing to be actively engaged in the Company’s day to day business activities and the Company shall fail to hire a successor acceptable to the lender in 90 days.
|
|
·
|
the maximum line of borrowings outstanding at any one time was increased from $25,000 to $45,000;
|
|
·
|
the Maturity Date of the loans were extended from July 20, 2012 to October 20, 2014;
|
|
·
|
the floating interest rate applicable to outstanding borrowings was changed from the daily three month LIBOR plus an applicable margin ranging from 1.75% to 3.00%, based on our Debt Coverage Ratio, to an annual rate equal to the sum of Daily One Month LIBOR plus an applicable margin ranging from 1.50% to 2.00%, based on the our balance sheet leverage ratio;
|
|
·
|
the annual minimum interest payment and prepayment fees have been removed;
|
|
·
|
the requirement to maintain an average availability of not less than $5,000 has been removed;
|
|
·
|
a new provision was added that requires our balance sheet leverage ratio (meaning total liabilities divided by tangible net worth) to be no greater than 1.75 to 1.0 as of each December 31, March 31, June 30 and September 30;
|
|
·
|
a new adjusted net income provision (net income, adjusted for the following if not already accounted for in the calculation of net income: unrealized hedging gain/(loss), non-cash joint venture gain/(loss), and gain/(loss) from the sale or disposition of assets) has been added to replace the former stop loss provision; this net income provision requires adjusted net income, as defined, to be no less than one dollar ($1.00), as of each December 31, March 31, June 30 and September 30, as determined based on the 12-month period then ending;
|
|
·
|
a new provision was added that requires the fixed charge coverage ratio (as defined below) to not be less than 2.00 to 1.00, as of each December 31, March 31, June 30 and September 30, as determined based on the 12-month period then ending. The ratio is calculated as follows:
|
|
(a)
|
the sum of:
|
|
(i)
|
net profit
|
|
(ii)
|
plus taxes
|
|
(iii)
|
plus interest expense
|
|
(iv)
|
plus depreciation and amortization expense
|
|
(v)
|
minus dividends
|
|
(vi)
|
minus non-cash joint venture gain/(loss)
|
|
(vii)
|
minus non-cash unrealized hedging gain/(loss)
|
|
(viii)
|
minus cash contributions to Joint Ventures
|
|
(ix)
|
minus $7,000 in deemed per annum maintenance capital expenditures
|
|
|
divided by
|
|
(b)
|
the sum of:
|
|
(i)
|
current maturities of long term debt
|
|
(ii)
|
plus capitalized lease payments and interest expense
|
|
·
|
the provision that requires the debt coverage ratio to not be less than 1.25 to 1.0 as of each December 31, March 31, June 30 and September 30, has been removed;
|
|
·
|
the provision restricting the payment of dividends was modified to provide we will not declare or pay any dividends (other than dividends payable solely in stock of the Company) on any class of its stock in any fiscal year in an amount in excess of $2,000;
|
|
·
|
the $8,000 limit on annual capital expenditures, which excludes capital expenditures made for the replacement and or upgrade of the water cooling system, has been removed;
|
|
·
|
a new provision was added to restrict operating lease expenses in any fiscal year to not exceed $4,000;
|
|
·
|
a new provision was added that requires us to hedge the input costs of 100 percent of all contracted sales of inventory, and not less than 40 percent of the input costs of inventory which will be sold on the spot market;
|
|
·
|
a new provision was added to restrict us from pledging the fixed and real property assets to be acquired under the LDI transaction described above; and
|
|
·
|
a new provision was added whereby we agreed not to undertake an acquisition unless the aggregate cash and non-cash consideration to be paid, excluding the acquisition described above, does not exceed $5,000 in the aggregate for all such permitted acquisitions. In all cases, after giving effect to any acquisition, including after the acquisition described above, we must have Availability (as defined in the Credit Agreement) of at least $10,000.
|
|
|
(2) Capital lease obligations at December 31, 2011 include the following obligations of
|
|
|
Processing:
|
|
(a)
|
In connection with improvements made to the Company’s data center, $1,200 in costs incurred during development of the system have been funded by Winthrop Resources Corporation and CSI Leasing, Inc., of which one capital lease agreement remains outstanding at December 31, 2011. This unsecured capital lease has a 0.61 percent rate and matures October, 2013.
|
|
(b)
|
On June 28, 2011, we sold a major portion of the new process water cooling towers and related equipment being installed at our Atchison facility to U.S. Bancorp Equipment Finance, Inc. for approximately $7,335 and leased them from U.S Bancorp pursuant to a Master Lease Agreement and related Schedule. Monthly rentals under the lease are $110 (plus applicable sales/use taxes, if any) and continue for 72 months, with interest at a rate of 2.61%. We may purchase the leased property after 60 months for approximately $1,328 and at the end of the term for fair market value. Under the terms of the Master Lease, we are responsible for property taxes and assume responsibility for insuring and all risk of loss or damage to the property. Given this continuing involvement, we treated this as a financing transaction. The lessor may, at its option, extend the lease for specified periods after the end of the term if we fail to exercise our purchase option.
|
|
|
(3)
|
Purchase Commitments at December 31, 2011 included the following:
|
|
(a)
|
Commitments ($4,763) to purchase corn to be used in our operations during the first four weeks of January 2012.
|
|
(b)
|
Commitments ($8,373) to purchase natural gas through November, 2012.
|
|
(c)
|
Commitments ($8,784) to purchase flour through December , 2012
|
|
(d)
|
Commitments ($1,133) related to capital expenditures.
|
| (a) | the sum of: | |
| (i) | net profit | |
| (ii) | plus taxes | |
| (iii) | plus interest expense | |
| (iv) | plus depreciation and amortization expense | |
| (v) | minus dividends | |
| (vi) | minus non-cash joint venture gain/(loss) | |
| (vii) | minus non-cash unrealized hedging gain/(loss) | |
| (viii) | minus cash contributions to Joint Ventures | |
| (ix) | minus $7,000 in deemed per annum maintenance capital expenditures | |
| divided by | ||
| (b) | the sum of: | |
| (i) | current maturities of long term debt | |
| (ii) | plus capitalized lease payments and interest expense | |
|
·
|
incur additional indebtedness;
|
|
·
|
pay cash dividends to stockholders in excess of $2,000 during any fiscal year or re-purchase our stock;
|
|
·
|
make investments that exceed $15,000 or acquisitions that exceed $5,000 (other than the acquisition of LDI) in the aggregate;
|
|
·
|
dispose of assets;
|
|
·
|
create liens on our assets;
|
|
·
|
incur operating lease expense in excess of $4,000 in any fiscal year;
|
|
·
|
pledge the fixed and real property assets of LDI’s Distillery Business;
|
|
·
|
merge or consolidate; or
|
|
·
|
increase certain salaries and bonuses
|
|
Six Months
Ended December 31, 2011 |
Year Ended June 30,
|
|||||||||||||||
|
2011
|
2010
|
2009
|
||||||||||||||
|
Net sales
|
$ | 146,477 | $ | 247,915 | $ | 201,971 | $ | 291,812 | ||||||||
|
Cost of sales (a)
|
143,531 | 225,038 | 171,427 | 325,914 | ||||||||||||
|
Gross profit (loss)
|
2,946 | 22,877 | 30,544 | (34,102 | ) | |||||||||||
|
Selling, general and administrative
expenses
|
11,417 | 21,157 | 20,708 | 21,401 | ||||||||||||
|
Other operating costs
|
114 | 1,075 | 287 | 4,694 | ||||||||||||
|
Impairment of long-lived assets
|
1,301 | - | - | 10,282 | ||||||||||||
|
Severance and early retirement costs
|
- | - | - | 3,288 | ||||||||||||
|
Bargain purchase gain, net of tax
|
(13,048 | ) | - | - | - | |||||||||||
|
Loss on joint venture formation
|
- | - | 2,294 | - | ||||||||||||
|
Other restructuring costs
|
- | - | - | 5,241 | ||||||||||||
|
Income (loss) from operations
|
3,162 | 645 | 7,255 | (79,008 | ) | |||||||||||
|
Other income, net
|
48 | 8 | 645 | 112 | ||||||||||||
|
Interest expense
|
(330 | ) | (358 | ) | (1,757 | ) | (2,901 | ) | ||||||||
|
Equity in loss of joint ventures
|
(551 | ) | (1,540 | ) | (2,173 | ) | (114 | ) | ||||||||
|
Income (loss) before income taxes
|
2,329 | (1,245 | ) | 3,970 | (81,911 | ) | ||||||||||
|
Provision (benefit) for income taxes
|
(8,306 | ) | 68 | (4,768 | ) | (12,788 | ) | |||||||||
|
Net income (loss)
|
$ | 10,635 | $ | (1,313 | ) | $ | 8,738 | $ | (69,123 | ) | ||||||
|
Per Share Data
|
||||||||||||||||
|
Total basic earnings (loss) per common share
|
$ | 0.59 | $ | (0.07 | ) | $ | 0.52 | $ | (4.17 | ) | ||||||
|
Total diluted earnings (loss) per common share
|
$ | 0.59 | $ | (0.07 | ) | $ | 0.51 | $ | (4.17 | ) | ||||||
|
Dividends per common share
|
$ | 0.05 | $ | 0.05 | $ | - | $ | - | ||||||||
|
(a)
|
Includes related party purchases of $40,159 for the six month transition period ended December 31, 2011 and $57,482, $17,342 and $0 for the years ended June 30, 2011, 2010 and 2009, respectively.
|
|
December 31,
2011
|
June 30,
2011
|
June 30,
2010
|
||||||||||
| ASSETS | ||||||||||||
|
Current Assets
|
||||||||||||
|
Cash and cash equivalents
|
$ | 383 | $ | 7,603 | $ | 6,369 | ||||||
|
Restricted cash
|
7,605 | 1,028 | 971 | |||||||||
|
Receivables (less allowance for doubtful accounts:
December 31, 2011 - $63; June 30, 2011 - $118; June 30, 2010 - $155)
|
27,804 | 27,844 | 17,674 | |||||||||
|
Inventory
|
31,082 | 17,079 | 14,510 | |||||||||
|
Prepaid expenses
|
957 | 1,201 | 1,517 | |||||||||
|
Deposits
|
1 | 595 | 733 | |||||||||
|
Derivative assets
|
1,304 | 598 | 161 | |||||||||
|
Deferred income taxes
|
6,056 | 3,740 | 6,267 | |||||||||
|
Refundable income taxes
|
566 | 525 | 578 | |||||||||
|
Assets held for sale
|
2,300 | - | - | |||||||||
|
Total current assets
|
78,058 | 60,213 | 48,780 | |||||||||
|
Property and equipment, net of accumulated depreciation and amortization
|
77,079 | 63,250 | 57,605 | |||||||||
|
Investment in joint ventures
|
12,147 | 12,575 | 14,266 | |||||||||
|
Other assets
|
1,873 | 445 | 633 | |||||||||
|
Total assets
|
$ | 169,157 | $ | 136,483 | $ | 121,284 | ||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||||||
|
Current Liabilities
|
||||||||||||
|
Current maturities of long-term debt
|
$ | 1,670 | $ | 1,705 | $ | 689 | ||||||
|
Revolving credit facility
|
21,142 | 4,658 | - | |||||||||
|
Accounts payable
|
22,704 | 18,052 | 10,341 | |||||||||
|
Accounts payable to affiliate, net
|
6,167 | 6,166 | 4,951 | |||||||||
|
Accrued expenses
|
4,023 | 4,399 | 7,510 | |||||||||
|
Derivative liabilities
|
3,465 | 2,852 | 147 | |||||||||
|
Total current liabilities
|
59,171 | 37,832 | 23,638 | |||||||||
|
Long-term debt, less current maturities
|
6,852 | 7,702 | 2,082 | |||||||||
|
Deferred credit
|
4,195 | 4,498 | 5,379 | |||||||||
|
Accrued retirement health and life insurance benefits
|
6,309 | 6,498 | 8,170 | |||||||||
|
Other non current liabilities
|
2,144 | 1,015 | 2,964 | |||||||||
|
Deferred income taxes
|
6,056 | 3,740 | 6,267 | |||||||||
|
Total liabilities
|
84,727 | 61,285 | 48,500 | |||||||||
|
Commitments and Contingencies – See Notes 4, 7 and 14
|
||||||||||||
|
Stockholders’ Equity
|
||||||||||||
|
Capital stock
|
||||||||||||
|
Preferred, 5% non-cumulative; $10 par value; authorized 1,000
shares; issued and outstanding 437 shares
|
4 | 4 | 4 | |||||||||
|
Common stock
|
||||||||||||
|
No par value; authorized 40,000,000 shares; issued 19,530,344
shares at December 31, 2011, June 30, 2011 and June 30,
2010, respectively; 18,115,965, 17,905,767 and 17,519,614
shares outstanding at December 31, 2011, June 30, 2011and 2010,
respectively
|
6,715 | 6,715 | 6,715 | |||||||||
|
Additional paid-in capital
|
6,925 | 7,473 | 7,606 | |||||||||
|
Retained earnings
|
78,953 | 69,224 | 71,428 | |||||||||
|
Accumulated other comprehensive income (loss)
|
(1,035 | ) | (15 | ) | (2,827 | ) | ||||||
|
Treasury stock, at cost
|
||||||||||||
|
Common; 1,414,379, 1,624,577 and 2,010,730 shares at December 31, 2011, June 30, 2011 and June 30, 2010, respectively
|
(7,132 | ) | (8,203 | ) | (10,142 | ) | ||||||
|
Total stockholders’ equity
|
84,430 | 75,198 | 72,784 | |||||||||
|
Total liabilities and stockholders’ equity
|
$ | 169,157 | $ | 136,483 | $ | 121,284 | ||||||
|
Six Months
Ended December 31, 2011 |
Year Ended June 30,
|
|||||||||||||||
|
2011
|
2010
|
2009
|
||||||||||||||
|
Cash Flows from Operating Activities
|
||||||||||||||||
|
Net income (loss)
|
$ | 10,635 | $ | (1,313 | ) | $ | 8,738 | $ | (69,123 | ) | ||||||
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||||||||||||
|
Depreciation and amortization
|
5,047 | 8,843 | 8,631 | 11,946 | ||||||||||||
|
Loss (gain) on sale of assets
|
117 | 322 | (1,731 | ) | (285 | ) | ||||||||||
|
Share based compensation
|
510 | 1,164 | 491 | 14 | ||||||||||||
|
Bargain purchase gain, net of tax
|
(13,048 | ) | - | - | - | |||||||||||
|
Loss on joint venture formation
|
- | - | 2,294 | - | ||||||||||||
|
Loss on impairment of assets
|
1,301 | - | - | 10,282 | ||||||||||||
|
Deferred income taxes
|
(8,340 | ) | - | - | (7,217 | ) | ||||||||||
|
Equity in loss of joint ventures
|
551 | 1,540 | 2,173 | 114 | ||||||||||||
|
Changes in operating assets and liabilities, net of acquisition:
|
||||||||||||||||
|
Restricted cash
|
(6,577 | ) | (57 | ) | (768 | ) | (200 | ) | ||||||||
|
Receivables, net
|
4,368 | (10,170 | ) | 729 | 15,684 | |||||||||||
|
Inventory
|
(4,082 | ) | (2,568 | ) | 3,184 | 40,703 | ||||||||||
|
Prepaid expenses
|
244 | 316 | (537 | ) | (1,130 | ) | ||||||||||
|
Refundable income taxes
|
(37 | ) | 53 | 5,467 | 2,525 | |||||||||||
|
Accounts payable
|
412 | 5,907 | 1,439 | (3,063 | ) | |||||||||||
|
Accounts payable to affiliate, net
|
1 | 1,215 | 4,951 | - | ||||||||||||
|
Accrued expenses
|
(650 | ) | (3,111 | ) | 1,871 | (694 | ) | |||||||||
|
Change in derivatives
|
(220 | ) | 2,267 | (418 | ) | 1,753 | ||||||||||
|
Deferred credit
|
(303 | ) | (881 | ) | (811 | ) | (846 | ) | ||||||||
|
Accrued retirement health and life insurance benefits and other noncurrent liabilities
|
(76 | ) | (659 | ) | (3,277 | ) | 4,968 | |||||||||
|
Gains previously deferred in other comprehensive income
|
- | - | - | (2,149 | ) | |||||||||||
|
Other
|
544 | 271 | 241 | (124 | ) | |||||||||||
|
Net cash provided by (used in) operating activities
|
(9,603 | ) | 3,139 | 32,667 | 3,158 | |||||||||||
|
Cash Flows from Investing Activities
|
||||||||||||||||
|
Additions to property and equipment
|
(1,502 | ) | (12,775 | ) | (2,062 | ) | (2,069 | ) | ||||||||
|
Acquisition of LDI’s distillery business
|
(10,901 | ) | - | - | - | |||||||||||
|
Investments in/ advances to joint ventures
|
- | - | (1,213 | ) | - | |||||||||||
|
Proceeds from sale of interest in joint venture, net
|
- | - | 13,951 | - | ||||||||||||
|
Proceeds from disposition of property and equipment
|
79 | - | 5,367 | 744 | ||||||||||||
|
Net cash provided by (used in) investing activities
|
(12,324 | ) | (12,775 | ) | 16,043 | (1,325 | ) | |||||||||
|
Cash Flows from Financing Activities
|
||||||||||||||||
|
Payment of dividends
|
(906 | ) | (891 | ) | - | - | ||||||||||
|
Purchase of treasury stock
|
(84 | ) | (33 | ) | (26 | ) | (34 | ) | ||||||||
|
Proceeds from stock plans
|
- | 48 | - | 12 | ||||||||||||
|
Exercise of stock options
|
98 | 452 | 221 | - | ||||||||||||
|
Loan fees incurred with borrowings
|
- | - | (229 | ) | - | |||||||||||
|
Tax effect of restricted stock awards
|
- | - | - | (40 | ) | |||||||||||
|
Proceeds from issuance of long-term debt
|
- | 7,335 | 2,032 | 7,350 | ||||||||||||
|
Principal payments on long-term debt
|
(885 | ) | (699 | ) | (26,379 | ) | (3,776 | ) | ||||||||
|
Proceeds from revolving credit facility
|
165,242 | 317,179 | 214,305 | 156,980 | ||||||||||||
|
Principal payments on revolving credit facility
|
(148,758 | ) | (312,521 | ) | (232,443 | ) | (162,147 | ) | ||||||||
|
Net cash provided by (used in) financing activities
|
14,707 | 10,870 | (42,519 | ) | (1,655 | ) | ||||||||||
|
Increase (decrease) in cash and cash equivalents
|
(7,220 | ) | 1,234 | 6,191 | 178 | |||||||||||
|
Cash and cash equivalents, beginning of period
|
7,603 | 6,369 | 178 | - | ||||||||||||
|
Cash and cash equivalents, end of period
|
$ | 383 | $ | 7,603 | $ | 6,369 | $ | 178 | ||||||||
|
Capital
Stock
Preferred
|
Issued
Common
|
Additional
Paid-In
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Treasury
Stock
|
Total
|
||||||||||||||||||||||
|
Balance, July 1, 2008
|
$ | 4 | $ | 6,715 | $ | 9,838 | $ | 131,813 | $ | 1,515 | $ | (13,011 | ) | $ | 136,874 | |||||||||||||
|
Comprehensive income (loss):
|
||||||||||||||||||||||||||||
|
Net loss
|
(69,123 | ) | (69,123 | ) | ||||||||||||||||||||||||
|
Reclassification adjustment for gains
included in net income (loss)
|
(2,149 | ) | (2,149 | ) | ||||||||||||||||||||||||
|
Change in pension plans
|
(778 | ) | (778 | ) | ||||||||||||||||||||||||
|
Change in other post employment benefits
|
(872 | ) | (872 | ) | ||||||||||||||||||||||||
|
Translation adjustment on non-consolidated foreign subsidiary
|
(27 | ) | (27 | ) | ||||||||||||||||||||||||
|
Comprehensive income (loss)
|
- | - | - | (69,123 | ) | (3,826 | ) | - | (72,949 | ) | ||||||||||||||||||
|
Options exercised
|
(2 | ) | 12 | 10 | ||||||||||||||||||||||||
|
Share-based compensation
|
16 | 16 | ||||||||||||||||||||||||||
|
Tax effect of share-based compensation
|
(38 | ) | (38 | ) | ||||||||||||||||||||||||
|
Stock plan shares issued
from treasury, net of forfeitures
|
(2,936 | ) | 2,936 | - | ||||||||||||||||||||||||
|
Stock shares repurchased
|
(29 | ) | (29 | ) | ||||||||||||||||||||||||
|
Balance, June 30, 2009
|
$ | 4 | $ | 6,715 | $ | 6,878 | $ | 62,690 | $ | (2,311 | ) | $ | (10,092 | ) | $ | 63,884 | ||||||||||||
|
Comprehensive income:
|
||||||||||||||||||||||||||||
|
Net income
|
8,738 | 8,738 | ||||||||||||||||||||||||||
|
Change in pension plans
|
(291 | ) | (291 | ) | ||||||||||||||||||||||||
|
Change in other post employment
benefits
|
(210 | ) | (210 | ) | ||||||||||||||||||||||||
|
Translation adjustment on
non-consolidated foreign
subsidiary
|
(15 | ) | (15 | ) | ||||||||||||||||||||||||
|
Comprehensive income
|
- | - | - | 8,738 | (516 | ) | - | 8,222 | ||||||||||||||||||||
|
Options exercised
|
(58 | ) | 279 | 221 | ||||||||||||||||||||||||
|
Share-based compensation
|
491 | 491 | ||||||||||||||||||||||||||
|
Stock plan shares issued
from treasury, net of forfeitures
|
295 | (303 | ) | (8 | ) | |||||||||||||||||||||||
|
Stock shares repurchased
|
(26 | ) | (26 | ) | ||||||||||||||||||||||||
|
Balance, June 30, 2010
|
$ | 4 | $ | 6,715 | $ | 7,606 | $ | 71,428 | $ | (2,827 | ) | $ | (10,142 | ) | $ | 72,784 | ||||||||||||
|
Comprehensive income:
|
||||||||||||||||||||||||||||
|
Net loss
|
(1,313 | ) | (1,313 | ) | ||||||||||||||||||||||||
|
Change in pension plans
|
1,257 | 1,257 | ||||||||||||||||||||||||||
|
Change in other post employment
benefits
|
1,535 | 1,535 | ||||||||||||||||||||||||||
|
Translation adjustment on
non-consolidated foreign
subsidiary
|
20 | 20 | ||||||||||||||||||||||||||
|
Comprehensive income
|
- | - | - | (1,313 | ) | 2,812 | - | 1,499 | ||||||||||||||||||||
|
Options exercised
|
53 | 622 | 675 | |||||||||||||||||||||||||
|
Dividends paid
|
(891 | ) | (891 | ) | ||||||||||||||||||||||||
|
Share-based compensation
|
1,164 | 1,164 | ||||||||||||||||||||||||||
|
Stock plan shares issued
from treasury, net of forfeitures
|
(1,350 | ) | 1,350 | - | ||||||||||||||||||||||||
|
Stock shares repurchased
|
(33 | ) | (33 | ) | ||||||||||||||||||||||||
|
Balance, June 30, 2011
|
$ | 4 | $ | 6,715 | $ | 7,473 | $ | 69,224 | $ | (15 | ) | $ | (8,203 | ) | $ | 75,198 | ||||||||||||
|
Capital
Stock
Preferred
|
Issued
Common
|
Additional
Paid-In
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Treasury
Stock
|
Total
|
||||||||||||||||||||||
|
Balance, June 30, 2011
|
$ | 4 | $ | 6,715 | $ | 7,473 | $ | 69,224 | $ | (15 | ) | $ | (8,203 | ) | $ | 75,198 | ||||||||||||
|
Comprehensive income:
|
||||||||||||||||||||||||||||
|
Net income
|
10,635 | 10,635 | ||||||||||||||||||||||||||
|
Net losses from cash flow hedges
|
(1,252 | ) | (1,252 | ) | ||||||||||||||||||||||||
|
Losses from cash flow hedges
reclassified to cost of sales
|
539 | 539 | ||||||||||||||||||||||||||
|
Ineffective portion of cash flow
hedges reclassified to cost of sales
|
586 | 586 | ||||||||||||||||||||||||||
|
Change in pension plans
|
(1,142 | ) | (1,142 | ) | ||||||||||||||||||||||||
|
Change in other post employment
benefits
|
290 | 290 | ||||||||||||||||||||||||||
|
Translation adjustment on
non-consolidated foreign subsidiary
|
(41 | ) | (41 | ) | ||||||||||||||||||||||||
|
Comprehensive income
|
- | - | - | 10,635 | (1,020 | ) | 9,615 | |||||||||||||||||||||
|
Options exercised
|
(1 | ) | 98 | 97 | ||||||||||||||||||||||||
|
Dividends paid
|
(906 | ) | (906 | ) | ||||||||||||||||||||||||
|
Share-based compensation
|
510 | 510 | ||||||||||||||||||||||||||
|
Stock plan shares issued
from treasury, net of forfeitures
|
(1,057 | ) | 1,057 | - | ||||||||||||||||||||||||
|
Stock shares repurchased
|
(84 | ) | (84 | ) | ||||||||||||||||||||||||
|
Balance, December 31, 2011
|
$ | 4 | $ | 6,715 | $ | 6,925 | $ | 78,953 | $ | (1,035 | ) | $ | (7,132 | ) | $ | 84,430 | ||||||||||||
|
NOTE 1:
|
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
| Buildings and improvements | 20 – 40 years |
|
Transportation equipment
|
5 – 6 years |
|
Machinery and equipment
|
10 – 12 years |
|
Six Months
Ended
December 31,
2011
|
Year Ended June 30,
|
|||||||||||||||
|
Periods ended,
|
2011
|
2010
|
2009
|
|||||||||||||
|
Interest costs charged to expense
|
$ | 330 | $ | 358 | $ | 1,757 | $ | 2,901 | ||||||||
|
Plus: Interest cost capitalized
|
62 | 160 | 13 | 91 | ||||||||||||
|
Total
|
$ | 392 | $ | 518 | $ | 1,770 | $ | 2,992 | ||||||||
|
NOTE 2:
|
OTHER BALANCE SHEET CAPTIONS
|
|
December 31,
2011
|
June 30,
2011
|
June 30,
2010
|
||||||||||
|
Finished goods
|
$ | 15,728 | $ | 8,407 | $ | 7,528 | ||||||
|
Barreled whiskey and bourbon
|
2,473 | - | - | |||||||||
|
Raw materials
|
5,352 | 2,248 | 1,743 | |||||||||
|
Work in process
|
3,529 | 1,626 | 535 | |||||||||
|
Maintenance materials
|
3,468 | 3,120 | 2,944 | |||||||||
|
Other
|
532 | 1,678 | 1,760 | |||||||||
|
Total
|
$ | 31,082 | $ | 17,079 | $ | 14,510 | ||||||
|
December 31,
2011
|
June 30,
2011
|
June 30,
2010
|
||||||||||
|
Land, buildings and improvements
|
$ | 40,073 | $ | 29,962 | $ | 31,397 | ||||||
|
Transportation equipment
|
2,087 | 2,074 | 2,095 | |||||||||
|
Machinery and equipment
|
141,195 | 117,346 | 129,141 | |||||||||
|
Construction in progress
|
2,030 | 15,983 | 2,966 | |||||||||
|
Property and equipment, at cost
|
185,385 | 165,365 | 165,599 | |||||||||
|
Less accumulated depreciation and
Amortization
|
(108,306 | ) | (102,115 | ) | (107,994 | ) | ||||||
|
Property and equipment, net
|
$ | 77,079 | $ | 63,250 | $ | 57,605 | ||||||
|
December 31,
2011
|
June 30,
2011
|
June 30,
2010
|
||||||||||
|
Employee benefit plans (Note 8)
|
$ | 421 | $ | 920 | $ | 1,179 | ||||||
|
Salaries and wages
|
1,334 | 1,065 | 3,997 | |||||||||
|
Restructuring charges
|
1,097 | 873 | 445 | |||||||||
|
Property taxes
|
426 | 338 | 503 | |||||||||
|
Other accrued expenses
|
745 | 1,203 | 1,386 | |||||||||
|
Total
|
$ | 4,023 | $ | 4,399 | $ | 7,510 | ||||||
|
·
|
Pursuant to the Contribution Agreement, Processing contributed the Pekin plant to ICP at an agreed value of $30,000, consisting of land and fixed assets valued at $29,063 and materials and supply inventory valued at $937.
|
|
·
|
Under the LLC Interest Purchase Agreement, Processing sold ICP Holdings 50 percent of the membership interest in ICP for a purchase price of $15,000. This agreement gave ICP Holdings the option to purchase up to an additional 20 percent of the membership interest in ICP at any time between the second and fifth anniversary of the closing date for a price determined in accordance with the agreement. As discussed above, on February 1, 2012, ICP Holdings exercised its option and purchased an additional 20 percent of ICP.
|
|
·
|
Pursuant to the Limited Liability Company Agreement, each joint venture party initially had 50 percent of the voting and equity interests in ICP. Control of day to day operations generally is retained by the members, acting by a majority in interest. Following its exercise of its option referred to above, ICP Holdings owns 70% of ICP and generally is entitled to control its day to day operations. However, if SEACOR Energy were to default under its marketing agreement, referred to below, Processing could assume sole control of ICP's daily operations until the default is cured.
|
|
|
The Limited Liability Company Agreement generally provides for distributions to members to the extent of net cash flow, as defined, to provide for taxes attributable to allocations to them of tax items from ICP. Any distributions of net cash flow in excess of taxes may be distributed at such time as the Board of Advisors determines; however, ICP’s loan agreements restrict cash dividends except for tax distributions.
|
|
|
The Limited Liability Company Agreement gives either member certain rights to shut down the plant if it operates at a loss. Such rights are conditional in certain instances but absolute if EBITDA losses aggregate $1,500 over any three consecutive quarters or if ICP's net working capital is less than $2,500. ICP Holdings also has the right to shut down the plant if ICP is in default under its loan agreement for failure to pay principal or interest for two months. For the three consecutive quarters ending both September 30, 2011 and June 30, 2011, ICP experienced an EBITDA loss in excess of the $1,500 aggregate loss threshold amount permitted over any three consecutive quarters, however both partners have agreed to waive rights related to EBITDA losses through September 30, 2011.
|
|
|
The Limited Liability Company Agreement contains various buy/sell provisions and restrictions on transfer of membership interests. These include buy/sell provisions relating to a member's entire interest that may be exercised by any member at any time.
|
|
·
|
Under the Marketing Agreement, ICP manufactures and supplies food-grade and industrial-use alcohol products for Processing and Processing purchases, markets and sells such products for a marketing fee. The Marketing Agreement provides that Processing will share margin realized from the sale of the products under the agreement with ICP.
|
|
December 31,
2011
|
June 30,
2011
|
June 30,
2010
|
||||||||||
|
Company’s investment balance in ICP
|
$ | 11,777 | $ | 12,233 | $ | 13,974 | ||||||
|
Plus:
|
||||||||||||
|
Funding commitment for capital
improvements
|
1,000 | 1,000 | 1,500 | |||||||||
|
The Company’s maximum exposure to
loss related to ICP
|
$ | 12,777 | $ | 13,233 | $ | 15,474 | ||||||
|
Six Months
Ended
December 31,
2011
|
Year Ended
June 30,
2011
|
Inception to
June 30,
2010
|
||||||||||
|
ICP’s Operating results:
|
||||||||||||
|
Net sales (a)
|
$ | 131,181 | $ | 193,825 | $ | 36,092 | ||||||
|
Cost of sales and expenses (b)
|
(132,421 | ) | (196,964 | ) | (40,144 | ) | ||||||
|
Net loss
|
$ | (1,240 | ) | $ | (3,139 | ) | $ | (4,052 | ) | |||
|
|
December 31,
2011
|
June 30,
2011
|
June 30,
2010
|
|||||||||
|
ICP’s Balance Sheet:
|
||||||||||||
|
Current assets
|
$ | 30,483 | $ | 30,729 | $ | 20,567 | ||||||
|
Noncurrent assets
|
24,769 | 27,474 | 30,898 | |||||||||
|
Total assets
|
$ | 55,252 | $ | 58,203 | $ | 51,465 | ||||||
|
Current liabilities
|
$ | 12,769 | $ | 7,105 | $ | 12,729 | ||||||
|
Noncurrent liabilities
|
18,929 | 25,602 | 10,788 | |||||||||
|
Equity
|
23,554 | 25,496 | 27,948 | |||||||||
|
Total liabilities and equity
|
$ | 55,252 | $ | 58,203 | $ | 51,465 | ||||||
|
(a)
|
Includes related party sales of $40,159 for the six month transition period ended December 31, 2011, $57,482 for the year ended June 30, 2011 and $17,342 for the period from inception to June 30, 2010, respectively.
|
|
(b)
|
Includes depreciation and amortization of $2,709 for the six month transition period ended December 31, 2011, $5,103 for the year ended June 30, 2011 and $2,958 for the period from inception to June 30, 2010.
|
|
Six Months Ended
December 31,
2011
|
Year Ended June 30,
|
|||||||||||||||
|
2011
|
2010
|
2009
|
||||||||||||||
|
ICP (50% interest)
|
$ | (620 | ) | $ | (1,570 | ) | $ | (2,026 | ) | $ | n/a | |||||
|
DMI (50% interest)
|
69 | 30 | (147 | ) | (114 | ) | ||||||||||
| $ | (551 | ) | $ | (1,540 | ) | $ | (2,173 | ) | $ | (114 | ) | |||||
|
December 31,
2011
|
June 30,
2011
|
June 30,
2010
|
||||||||||
|
ICP (50% interest)
|
$ | 11,777 | $ | 12,233 | $ | 13,974 | ||||||
|
DMI (50% interest)
|
370 | 342 | 292 | |||||||||
| $ | 12,147 | $ | 12,575 | $ | 14,266 | |||||||
|
December 31
|
June 30
|
|||||||||||
|
2011
|
2011
|
2010
|
||||||||||
|
Credit Agreement
|
$ | 21,142 | $ | 4,658 | $ | - | ||||||
|
Secured Promissory Note, 6.47% (variable
interest rate), due monthly to July, 2016.
|
1,374 | 1,516 | 1,783 | |||||||||
|
Water Cooling System Capital Lease
Obligation, 2.61%, due monthly to May, 2017
|
6,754 | 7,335 | - | |||||||||
|
Other Capital Lease Obligations, 0.61%, due
monthly to October, 2013.
|
394 | 556 | 988 | |||||||||
|
Total
|
29,664 | 14,065 | 2,771 | |||||||||
|
Less credit agreement
|
(21,142 | ) | (4,658 | ) | - | |||||||
|
Less current maturities of long term debt
|
(1,670 | ) | (1,705 | ) | (689 | ) | ||||||
|
Long-term debt
|
$ | 6,852 | $ | 7,702 | $ | 2,082 | ||||||
|
·
|
incur additional indebtedness;
|
|
·
|
pay cash dividends to stockholders in excess of $2,000 during any fiscal year or re-purchase Company stock;
|
|
·
|
make investments that exceed $15,000 or acquisitions that exceed $5,000 (other than the acquisition of LDI) in the aggregate;
|
|
·
|
dispose of assets;
|
|
·
|
create liens on our assets;
|
|
·
|
incur operating lease expense in excess of $4,000 in any fiscal year;
|
|
·
|
pledge the fixed and real property assets of LDI’s Distillery Business;
|
|
·
|
merge or consolidate; or
|
|
·
|
increase certain salaries and bonuses.
|
| (a) | the sum of: | |
| (i) | net profit | |
| (ii) | plus taxes | |
| (iii) | plus interest expense | |
| (iv) | plus depreciation and amortization expense | |
| (v) | minus dividends | |
| (vi) | minus non-cash joint venture gain/(loss) | |
| (vii) | minus non-cash unrealized hedging gain/(loss) | |
| (viii) | minus cash contributions to Joint Ventures | |
| (ix) | minus $7,000 in deemed per annum maintenance capital expenditures | |
| divided by | ||
| (b) | the sum of: | |
| (i) | current maturities of long term debt | |
| (ii) | plus capitalized lease payments and interest expense | |
|
·
|
Registrant assumes Processing’s obligations and indebtedness under the Credit Agreement;
|
|
·
|
Processing releases and discharges Wells Fargo from any and all claims related to the Credit Agreement;
|
|
·
|
The Fourth Amendment provides that Registrant and its more than 50%-held subsidiaries (the “Subsidiaries”), which includes Processing, are deemed to be one consolidated entity and, thus, Registrant and the Subsidiaries are generally subject to the representations and warranties and the covenants in the Credit Agreement as a single, consolidated entity.
|
|
Capital Leases
|
||||||||||||||||||||||||
|
Year Ending
December 31,
|
Long-Term
Debt
|
Minimum
Lease
Payments
|
Less
Interest
|
Net Present
Value
|
Total
Debt
|
Operating
Leases
|
||||||||||||||||||
|
2012
|
$ | 303 | $ | 1,535 | $ | 167 | $ | 1,368 | $ | 1,671 | $ | 2,593 | ||||||||||||
|
2013
|
323 | 1,495 | 135 | 1,360 | 1,683 | 1,756 | ||||||||||||||||||
|
2014
|
345 | 1,316 | 104 | 1,212 | 1,557 | 725 | ||||||||||||||||||
|
2015
|
369 | 1,316 | 72 | 1,244 | 1,613 | 469 | ||||||||||||||||||
|
2016
|
34 | 1,316 | 39 | 1,277 | 1,311 | 392 | ||||||||||||||||||
|
Thereafter
|
- | 693 | 7 | 687 | 687 | - | ||||||||||||||||||
|
Total
|
$ | 1,374 | $ | 7,672 | $ | 524 | $ | 7,148 | $ | 8,522 | $ | 5,935 | ||||||||||||
|
Six Months Ended
|
Year Ended June 30,
|
|||||||||||||||
|
December 31,
2011
|
2011
|
2010
|
2009
|
|||||||||||||
|
Current:
|
||||||||||||||||
|
Federal
|
$ | - | $ | - | $ | (4,825 | ) | $ | (6,800 | ) | ||||||
|
State
|
30 | 68 | 57 | (133 | ) | |||||||||||
| $ | 30 | 68 | (4,768 | ) | (6,933 | ) | ||||||||||
|
Deferred:
|
||||||||||||||||
|
Federal
|
(6,750 | ) | - | - | (8,815 | ) | ||||||||||
|
State
|
(1,586 | ) | - | - | 2,960 | |||||||||||
| (8,336 | ) | - | - | (5,855 | ) | |||||||||||
|
Total
|
$ | (8,306 | ) | $ | 68 | $ | (4,768 | ) | $ | (12,788 | ) | |||||
|
Six Months
Ended
|
Year Ended June 30,
|
|||||||||||||||
|
Periods ended,
|
December 31,
2011
|
2011
|
2010
|
2009
|
||||||||||||
|
“Expected” provision at federal statutory rate
|
$ | 812 | $ | (463 | ) | $ | 1,387 | $ | (28,598 | ) | ||||||
|
State income taxes
|
111 | (45 | ) | 156 | (3,801 | ) | ||||||||||
|
State tax credits
|
- | - | - | (107 | ) | |||||||||||
|
Bargain purchase gain
|
(4,985 | ) | - | - | ||||||||||||
|
Change in valuation allowance
|
(4,263 | ) | 204 | (6,311 | ) | 19,818 | ||||||||||
|
Change due to state rate change
|
- | 320 | - | - | ||||||||||||
|
Other
|
19 | 52 | - | (100 | ) | |||||||||||
|
Provision for income taxes
|
$ | (8,306 | ) | $ | 68 | $ | (4,768 | ) | $ | (12,788 | ) | |||||
|
Effective tax rate
|
(358.2 | )% | (5.5 | %) | (120.1 | %) | 15.6 | % | ||||||||
|
December 31,
2011
|
June 30,
2011
|
June 30,
2010
|
||||||||||
|
Deferred income tax assets:
|
||||||||||||
|
Post-retirement liability
|
$ | 2,520 | $ | 2,595 | $ | 3,181 | ||||||
|
Deferred income
|
1,676 | 1,796 | 2,094 | |||||||||
|
Stock based compensation
|
1,579 | 1,558 | 1,396 | |||||||||
|
Federal operating loss carry-forwards
|
15,788 | 11,214 | 12,099 | |||||||||
|
Capital loss carryforward
|
2,045 | - | - | |||||||||
|
State tax credits
|
3,022 | 3,022 | 3,020 | |||||||||
|
State operating loss carry-forwards
|
8,427 | 6,858 | 6,907 | |||||||||
|
Other
|
4,833 | 3,947 | 4,271 | |||||||||
|
Less: valuation allowance
|
(9,840 | ) | (13,675 | ) | (14,600 | ) | ||||||
|
Gross deferred income tax assets
|
30,050 | 17,315 | 18,368 | |||||||||
|
Deferred income tax liabilities:
|
||||||||||||
|
Fixed assets
|
(21,860 | ) | (10,878 | ) | (11,686 | ) | ||||||
|
Joint venture investment
|
(1.999 | ) | (1,939 | ) | (1,736 | ) | ||||||
|
Other
|
(6,191 | ) | (4,498 | ) | (4,946 | ) | ||||||
|
Gross deferred income tax liabilities
|
(30,050 | ) | (17,315 | ) | (18,368 | ) | ||||||
|
Net deferred income tax liability
|
$ | - | $ | - | $ | - | ||||||
|
Six Months
Ended
|
Year Ended June 30,
|
|||||||||||||||
|
December 31,
2011
|
2011
|
2010
|
2009
|
|||||||||||||
|
Beginning of period balance
|
$ | 414 | $ | 365 | $ | 124 | $ | 1,053 | ||||||||
|
Additions for tax positions of prior years
|
13 | 228 | - | |||||||||||||
|
Decreases for tax positions of prior years
|
(1 | ) | - | - | (647 | ) | ||||||||||
|
Additions for tax positions of the current year
|
32 | 36 | 13 | 92 | ||||||||||||
|
Settlements with taxing authorities
|
- | - | - | |||||||||||||
|
Lapse of applicable statute of limitations
|
- | - | (374 | ) | ||||||||||||
|
End of period balance
|
$ | 445 | $ | 414 | $ | 365 | $ | 124 | ||||||||
|
Six Months
Ended
|
Year Ended June 30,
|
|||||||||||||||
|
December 31,
2011
|
2011
|
2010
|
2009
|
|||||||||||||
|
Net income (loss) from continuing operations
attributable to shareholders
|
$ | 10,635 | $ | (1,313 | ) | $ | 8,738 | $ | (69,123 | ) | ||||||
|
Amounts allocated to participating securities (non-vested shares)
|
(707 | ) | (77 | ) |
(i)
|
(i)
|
||||||||||
|
Net income (loss) from continuing operations
attributable to common shareholders
|
$ | 9,928 | $ | (1,236 | ) | $ | 8,738 | $ | (69,123 | ) | ||||||
|
Basic weighted average common shares
(ii)
|
16,875,924 | 16,725,756 | 16,655,203 | 16,585,361 | ||||||||||||
|
Additional weighted average shares attributable to:
|
||||||||||||||||
|
Stock options
|
3,229 |
(iii)
|
8,350 |
(iii)
|
||||||||||||
|
Restricted shares
|
(i)
|
(i)
|
418,570 |
(i)
|
||||||||||||
|
Diluted weighted average common shares
|
16,879,153 | 16,725,756 | 17,082,123 | 16,585,361 | ||||||||||||
|
Earnings (loss) per share from continuing operations attributable to common shareholders:
|
||||||||||||||||
|
Basic
|
$ | 0.59 | $ | (0.07 | ) | $ | 0.52 | $ | (4.17 | ) | ||||||
|
Diluted
|
$ | 0.59 | $ | (0.07 | ) | $ | 0.51 | $ | (4.17 | ) | ||||||
|
(i)
|
The Company adopted ASC 260 10 Earnings Per Share (formerly FSP-EITF 03-6-1) –
Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
effective July 1, 2009. The impacts for the non-vested restricted shares, which constitute a separate class of stock for accounting purposes, did not have a material impact and the Company did not apply the two class method in fiscal 2010. Amounts allocated to participating securities prior to the six months ended December 31, 2011 were immaterial.
|
|
(ii)
|
Shares listed reflect common stock outstanding after reducing this total for participating restricted stock. The Company had non-vested participating securities of 1,199,661, 1,088,644 and 843,870 at December 31, 2011, June 30, 2011 and June 30, 2010, respectively.
|
|
(iii)
|
The stock options have not been included in the earnings (loss) per share computation due to the loss experienced this year.
|
|
Defined Benefit Retirement Plans
|
Post-Retirement Benefit Plan
|
|||||||||||||||||||||||
|
December 31,
2011
|
June 30,
2011
|
June 30,
2010
|
December 31,
2011
|
June 30,
2011
|
June 30,
2010
|
|||||||||||||||||||
|
Change in benefit obligation:
|
||||||||||||||||||||||||
|
Beginning of period
|
$ | 4,024 | $ | 4,587 | $ | 3,689 | $ | 6,498 | $ | 8,170 | $ | 8,799 | ||||||||||||
|
Service cost
|
- | - | 138 | 100 | 224 | 197 | ||||||||||||||||||
|
Interest cost
|
107 | 238 | 231 | 151 | 408 | 482 | ||||||||||||||||||
|
Actuarial loss (gain)
|
805 | (667 | ) | 556 | (134 | ) | (1,634 | ) | 715 | |||||||||||||||
|
Curtailment gain
|
- | - | - | - | - | (501 | ) | |||||||||||||||||
|
Settlement gain
|
- | - | - | - | - | (873 | ) | |||||||||||||||||
|
Benefits paid
|
(52 | ) | (134 | ) | (27 | ) | (306 | ) | (670 | ) | (649 | ) | ||||||||||||
|
Benefit obligation at end of period
|
$ | 4,884 | $ | 4,024 | $ | 4,587 | $ | 6,309 | $ | 6,498 | $ | 8,170 | ||||||||||||
|
Defined Benefit Retirement Plans
|
Post-Retirement Benefit Plan
|
|||||||||||||||||||||||
|
December 31,
2011
|
June 30,
2011
|
June 30,
2010
|
December 31,
2011
|
June 30,
2011
|
June 30,
2010
|
|||||||||||||||||||
|
Fair value of plan assets at beginning of period
|
$ | 3,440 | $ | 2,823 | $ | 2,228 | $ | - | $ | - | $ | - | ||||||||||||
|
Actual return on plan assets
|
(228 | ) | 651 | 216 | - | - | - | |||||||||||||||||
|
Employer contributions
|
118 | 100 | 405 | - | - | - | ||||||||||||||||||
|
Benefits paid
|
(52 | ) | (134 | ) | (27 | ) | - | - | - | |||||||||||||||
|
Fair value of plan assets at end of period
|
$ | 3,278 | $ | 3,440 | $ | 2,822 | $ | - | $ | - | $ | - | ||||||||||||
|
Defined Benefit Retirement Plans
|
Post-Retirement Benefit Plan
|
|||||||||||||||||||||||
|
Six Months Ended
|
Year Ended June 30,
|
Six Months Ended
|
Year Ended June 30,
|
|||||||||||||||||||||
|
December 31,
2011
|
2011
|
2010
|
December 31,
2011
|
2011
|
2010
|
|||||||||||||||||||
|
Discount rate
|
4.21 | % | 5.42 | % | 5.25 | % | 3.77 | % | 4.71 | % | 5.11 | % | ||||||||||||
|
Average compensation increase
|
n/a | n/a | n/a | n/a | n/a | 4.50 | % | |||||||||||||||||
|
Measurement date
|
December 31,
2011
|
June 30,
2011
|
June 30,
2010
|
December 31,
2011
|
June 30,
2011
|
June 30,
2010
|
||||||||||||||||||
|
Defined Benefit Retirement Plans
|
Post-Retirement Benefit Plan
|
|||||||||||||||||||||||||||||||
|
Six Months
Ended
|
Year Ended June 30,
|
Six Months
Ended
|
Year Ended June 30,
|
|||||||||||||||||||||||||||||
|
December 31,
2011
|
2011
|
2010
|
2009
|
December 31,
2011
|
2011
|
2010
|
2009
|
|||||||||||||||||||||||||
|
Expected return on
assets
|
7.00 | % | 7.00 | % | 7.00 | % | 7.00 | % | - | - | - | - | ||||||||||||||||||||
|
Discount rate
|
5.42 | % | 5.25 | % | 6.29 | % | 6.41 | % | 4.71 | % | 5.11 | % | 6.23 | % | 6.41 | % | ||||||||||||||||
|
Average compensation increase
|
n/a | n/a | n/a | n/a | n/a | 4.50 | % | 4.50 | % | 4.50 | % | |||||||||||||||||||||
|
Measurement date
|
December 31, 2011
|
June 30, 2011
|
June 30, 2010
|
June 30, 2009
|
December 31, 2011
|
June 30, 2011
|
June 30, 2010
|
June 30, 2009
|
||||||||||||||||||||||||
|
Defined Benefit Retirement Plans
|
Post-Retirement Benefit Plan
|
|||||||||||||||||||||||||||||||
|
Six Months
Ended
December 31,
2011
|
Year Ended June 30,
|
Six Months
Ended
December 31,
2011
|
Year Ended June 30,
|
|||||||||||||||||||||||||||||
|
2011
|
2010
|
2009
|
2011
|
2010
|
2009
|
|||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
|
Service cost
|
$ | - | $ | - | $ | 138 | $ | 564 | $ | 100 | $ | 224 | $ | 197 | $ | 301 | ||||||||||||||||
|
Interest cost
|
107 | 238 | 231 | 194 | 151 | 409 | 482 | 498 | ||||||||||||||||||||||||
|
Expected return on assets
|
(118 | ) | (197 | ) | (169 | ) | (175 | ) | - | - | - | - | ||||||||||||||||||||
|
Amortization of unrecorded
prior service cost
|
- | - | 13 | 25 | (9 | ) | (17 | ) | (24 | ) | (37 | ) | ||||||||||||||||||||
|
Curtailment loss
|
- | - | 120 | - | - | - | - | - | ||||||||||||||||||||||||
|
Other amortization
|
11 | 136 | 86 | 16 | - | 88 | 32 | 20 | ||||||||||||||||||||||||
|
Total
|
$ | - | $ | 177 | $ | 419 | $ | 624 | $ | 242 | $ | 704 | $ | 687 | $ | 782 | ||||||||||||||||
|
Defined Benefit Retirement Plans
|
Post-Retirement Benefit Plan
|
|||||||||||||||||||||||||||||||
|
Six Months
Ended
December 31,
2011
|
Year Ended June 30,
|
Six Months
Ended
December 31,
2011
|
Year Ended June 30,
|
|||||||||||||||||||||||||||||
|
2011
|
2010
|
2009
|
2011
|
2010
|
2009
|
|||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
|
Net actuarial (loss) gain
|
$ | (1,220 | ) | $ | 1,121 | $ | (509 | ) | $ | (819 | ) | $ | 134 | $ | 1,634 | $ | (715 | ) | $ | (855 | ) | |||||||||||
|
Recognized net actuarial gain
|
78 | 136 | 85 | 16 | - | 88 | 32 | 20 | ||||||||||||||||||||||||
|
Prior service cost recognized due to curtailment
|
- | - | - | - | - | - | (124 | ) | - | |||||||||||||||||||||||
|
Reduction in unrecognized loss due to curtailments and settlements
|
- | - | - | - | - | - | 621 | - | ||||||||||||||||||||||||
|
Amortization of prior service cost
|
- | - | 133 | 25 | (9 | ) | (17 | ) | (24 | ) | (37 | ) | ||||||||||||||||||||
|
Total accumulated other comprehensive income (loss)
|
$ | (1,142 | ) | $ | 1,257 | $ | (291 | ) | $ | (778 | ) | $ | 125 | $ | 1,705 | $ | (210 | ) | $ | (872 | ) | |||||||||||
|
Defined Benefit Retirement Plans
|
Post-Retirement Benefit Plan
|
|||||||||||||||||||||||
|
As of December
31, 2011
|
As of June 30,
2011
|
As of June 30,
2010
|
As of December
31, 2011
|
As of June 30,
2011
|
As of June 30,
2010
|
|||||||||||||||||||
|
Accrued expenses
|
$ | - | $ | (24 | ) | $ | (100 | ) | $ | - | $ | - | $ | - | ||||||||||
|
Other non-current liabilities
|
(1,607 | ) | (560 | ) | (1,665 | ) | - | - | - | |||||||||||||||
|
Accrued retirement benefits
|
- | - | - | (6,309 | ) | (6,498 | ) | (8,170 | ) | |||||||||||||||
|
Net amount recognized
|
$ | (1,607 | ) | $ | (584 | ) | $ | (1,765 | ) | $ | (6,309 | ) | $ | (6,498 | ) | $ | (8,170 | ) | ||||||
|
Defined Benefit Retirement Plans
|
Post-Retirement Benefit Plan
|
|||||||||||||||||||||||||||||||
|
As of December
30, 2011
|
As of June
30, 2011
|
As of June
30, 2010
|
As of June
30, 2009
|
As of December
31, 2011
|
As of June
30, 2011
|
As of June
30, 2010
|
As of June
30, 2009
|
|||||||||||||||||||||||||
|
Actuarial net (loss) gain
|
$ | (1,382 | ) | $ | (240 | ) | $ | (1,497 | ) | $ | (1,073 | ) | $ | (97 | ) | $ | (231 | ) | $ | (1,954 | ) | $ | (1,891 | ) | ||||||||
|
Net prior service cost
|
- | - | - | (133 | ) | 177 | 186 | 203 | 350 | |||||||||||||||||||||||
|
Net amount recognized
|
$ | (1,382 | ) | $ | (240 | ) | $ | (1,497 | ) | $ | (1,206 | ) | $ | 80 | $ | (45 | ) | $ | (1,751 | ) | $ | (1,541 | ) | |||||||||
|
Defined Benefit
Retirement Plans
|
Post-Retirement
Benefit Plan
|
|||||||
|
Actuarial net (loss) gain
|
$ | (112 | ) | $ | - | |||
|
Net prior service cost
|
- | 17 | ||||||
|
Net amount recognized
|
$ | (112 | ) | $ | 17 | |||
|
Post-Retirement Benefit Plan
|
||||||||||||||||
|
Six Months
Ended
|
Year Ended June 30,
|
|||||||||||||||
|
Periods ended,
|
December 31,
2011
|
2011
|
2010
|
2009
|
||||||||||||
|
Health care cost trend rate
|
8.00 | % | 8.50 | % | 8.50 | % | 8.50 | % | ||||||||
|
Ultimate trend rate
|
5.00 | % | 5.00 | % | 5.50 | % | 6.00 | % | ||||||||
|
Year rate reaches ultimate trend rate
|
2020 | 2021 | 2017 | 2020 | ||||||||||||
|
Defined Benefit
Retirement Plan
|
Post-Retirement Benefit Plan
|
|||||||||||
|
Expected Benefit
Payments
|
Expected Benefit
Payments
|
Expected
Subsidy Receipts
|
||||||||||
|
2012
|
$ | 141 | $ | 623 | $ | 31 | ||||||
|
2013
|
170 | 563 | 31 | |||||||||
|
2014
|
197 | 424 | 30 | |||||||||
|
2015
|
249 | 401 | 29 | |||||||||
|
2016
|
201 | 425 | 27 | |||||||||
|
2017-2021
|
1,455 | 2,931 | 108 | |||||||||
|
Total
|
$ | 2,413 | $ | 5,367 | $ | 256 | ||||||
|
Defined Benefit Retirement Plan
|
||||||||||||||||
|
Asset Category
|
As of December 31,
2011
|
As of June 30,
2011
|
As of June 30,
2010
|
Target
Allocation
|
||||||||||||
|
Equity Securities
|
67 | % | 71 | % | 68 | % | 62 | % | ||||||||
|
Debt Securities
|
24 | % | 23 | % | 29 | % | 26 | % | ||||||||
|
Other
|
9 | % | 6 | % | 3 | % | 12 | % | ||||||||
|
Total
|
100 | % | 100 | % | 100 | % | 100 | % | ||||||||
|
Fair Value Measurements at
December 31, 2011
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Cash and cash equivalents
|
$ | 159 | $ | - | $ | - | $ | 159 | ||||||||
|
Equity Securities:
|
||||||||||||||||
|
Domestic equity securities
|
1,624 | - | - | 1,624 | ||||||||||||
|
International equity securities
|
560 | - | - | 560 | ||||||||||||
|
Fixed income securities:
|
||||||||||||||||
|
Investment grade domestic bonds
|
626 | - | - | 626 | ||||||||||||
|
International bonds
|
165 | - | - | 165 | ||||||||||||
|
Other
|
144 | - | - | 144 | ||||||||||||
|
Total
|
$ | 3,278 | $ | - | $ | - | $ | 3,278 | ||||||||
|
Fair Value Measurements at
June 30, 2011
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Cash and cash equivalents
|
$ | 17 | $ | - | $ | - | $ | 17 | ||||||||
|
Equity Securities:
|
||||||||||||||||
|
Domestic equity securities
|
1,899 | - | - | 1,899 | ||||||||||||
|
International equity securities
|
656 | - | - | 656 | ||||||||||||
|
Fixed income securities:
|
||||||||||||||||
|
Investment grade domestic bonds
|
621 | - | - | 621 | ||||||||||||
|
International bonds
|
170 | - | - | 170 | ||||||||||||
|
Other
|
77 | - | - | 77 | ||||||||||||
|
Total
|
$ | 3,440 | $ | - | $ | - | $ | 3,440 | ||||||||
|
Fair Value Measurements at
June 30, 2010
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Cash and cash equivalents
|
$ | 28 | $ | - | $ | - | $ | 28 | ||||||||
|
Equity Securities:
|
||||||||||||||||
|
Domestic equity securities
|
1,432 | - | - | 1,432 | ||||||||||||
|
International equity securities
|
497 | - | - | 497 | ||||||||||||
|
Fixed income securities:
|
- | |||||||||||||||
|
Investment grade domestic bonds
|
649 | - | - | 649 | ||||||||||||
|
International bonds
|
156 | - | - | 156 | ||||||||||||
|
Other
|
60 | - | - | 60 | ||||||||||||
|
Total
|
$ | 2,822 | $ | - | $ | - | $ | 2,822 | ||||||||
|
Six Months
Ended
|
Year Ended June 30,
|
|||||||||||||||||||||||||||||||
|
December 31,
2011
|
2011
|
2010
|
2009
|
|||||||||||||||||||||||||||||
|
Shares
|
Weighted
Average
Exercise
Price
|
Shares
|
Weighted
Average
Exercise
Price |
Shares
|
Weighted
Average
Exercise
Price
|
Shares
|
Weighted
Average
Exercise
Price
|
|||||||||||||||||||||||||
|
Outstanding at
beginning of Period
|
63,100 | $ | 6.35 | 168,350 | $ | 5.91 | 276,600 | $ | 5.28 | 421,795 | $ | 5.30 | ||||||||||||||||||||
|
Granted
|
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
|
Cancelled/Forfeited
|
(1,600 | ) | 5.95 | (30,000 | ) | 4.75 | (53,000 | ) | 4.02 | (145,195 | ) | 5.32 | ||||||||||||||||||||
|
Exercised
|
(19,500 | ) | 5.02 | (75,250 | ) | 6.01 | (55,250 | ) | 4.57 | - | - | |||||||||||||||||||||
|
Outstanding at end of
Period
|
42,000 | $ | 6.98 | 63,100 | $ | 6.35 | 168,350 | $ | 5.91 | 276,600 | $ | 5.28 | ||||||||||||||||||||
|
Shares
|
Exercise
Price
|
Remaining
Contractual
Lives
(Years)
|
Shares
Exercisable
at
December 31, 2011
|
|||||||||||||
|
The 1996 Plan
|
10,000 | $ | 3.63 | 1.00 | 10,000 | |||||||||||
| 10,000 | 6.45 | .50 | 10,000 | |||||||||||||
|
Directors Option Plan
|
10,000 | 10.45 | 3.75 | 10,000 | ||||||||||||
| 8,000 | 9.09 | 2.75 | 8,000 | |||||||||||||
| 2,000 | 4.38 | 1.75 | 2,000 | |||||||||||||
| 2,000 | 3.25 | .75 | 2,000 | |||||||||||||
|
Total
|
42,000 | 42,000 | ||||||||||||||
|
Six Months
Ended
|
Year Ended June 30,
|
|||||||||||||||||||||||||||||||
|
December 31,
2011
|
2011
|
2010
|
2009
|
|||||||||||||||||||||||||||||
|
Shares
|
Weighted
Average
Grant-Date
Fair
Value
|
Shares
|
Weighted
Average
Grant-Date
Fair Value
|
Shares
|
Weighted
Average
Grant-Date
Fair Value
|
Shares
|
Weighted
Average
Grant-Date
Fair Value
|
|||||||||||||||||||||||||
|
Non vested balance at
beginning of period
|
1,088,644 | $ | 6.23 | 843,870 | $ | 5.99 | 932,901 | $ | 6.45 | 235,855 | $ | 13.62 | ||||||||||||||||||||
|
Granted
|
303,052 | 5.87 | 323,629 | 6.93 | 53,893 | 4.32 | 869,941 | 4.62 | ||||||||||||||||||||||||
|
Forfeited
|
(112,354 | ) | 6.70 | (60,726 | ) | 5.99 | (116,417 | ) | 8.64 | (115,736 | ) | 8.57 | ||||||||||||||||||||
|
Vested
|
(79,681 | ) | 5.41 | (18,129 | ) | 8.65 | (31,507 | ) | 6.70 | (57,159 | ) | 3.76 | ||||||||||||||||||||
|
Non vested balance at end
of period
|
1,199,661 | $ | 6.26 | 1,088,644 | $ | 6.23 | 843,870 | $ | 5.99 | 932,901 | $ | 6.45 | ||||||||||||||||||||
|
Total
|
||||
|
Impairment of long lived assets
|
$ | 10,282 | ||
|
Severance and early retirement costs
|
3,288 | |||
|
Other restructuring costs
|
5,241 | |||
|
Total
|
$ | 18,811 | ||
|
Six Months
Ended
|
Year Ended June 30,
|
|||||||||||||||
|
December 31,
2011
|
2011
|
2010
|
2009
|
|||||||||||||
|
Balance at beginning of period
|
$ | 512 | $ | 1,123 | $ | 1,791 | $ | 3,288 | ||||||||
|
Provisions for severance and early retirement costs
|
- | - | 186 | 74 | ||||||||||||
|
Payments and adjustments
|
(223 | ) | (611 | ) | (854 | ) | (1,571 | ) | ||||||||
|
Balance at end of period
|
$ | 289 | $ | 512 | $ | 1,123 | $ | 1,791 | ||||||||
|
Six Months
Ended
|
Year-Ended June 30,
|
|||||||||||||||
|
December 31,
2011
|
2011
|
2010
|
2009
|
|||||||||||||
|
Balance at beginning of period
|
$ | 1,143 | $ | 1,562 | $ | 2,379 | $ | 5,241 | ||||||||
|
Provision for additional expense
|
- | 249 | - | - | ||||||||||||
|
Payments and adjustments
(a)
|
(517 | ) | (668 | ) | (817 | ) | (2,862 | ) | ||||||||
|
Balance at end of period
|
$ | 626 | $ | 1,143 | $ | 1,562 | $ | 2,379 | ||||||||
|
(a)
|
The six months ended December 31, 2011 includes a $274 adjustment as described above.
|
|
Six Months
Ended
|
Year Ended June 30,
|
|||||||||||||||
|
December 31,
2011
|
2011
|
2010
|
2009
|
|||||||||||||
|
Sales to Customers
|
||||||||||||||||
|
Distillery products
|
$ | 118,437 | $ | 188,993 | $ | 139,990 | $ | 204,704 | ||||||||
|
Ingredient solutions
|
27,596 | 57,765 | 59,715 | 82,127 | ||||||||||||
|
Other
|
444 | 1,157 | 2,266 | 4,981 | ||||||||||||
|
Total
|
$ | 146,477 | $ | 247,915 | $ | 201,971 | $ | 291,812 | ||||||||
|
Depreciation and amortization
|
||||||||||||||||
|
Distillery products
|
$ | 2,128 | $ | 4,720 | $ | 4,363 | $ | 7,095 | ||||||||
|
Ingredient solutions
|
1,240 | 2,148 | 2,272 | 3,022 | ||||||||||||
|
Other
|
122 | 245 | 245 | 246 | ||||||||||||
|
Corporate
|
1,557 | 1,730 | 1,751 | 1,583 | ||||||||||||
|
Total
|
$ | 5,047 | $ | 8,843 | $ | 8,631 | $ | 11,946 | ||||||||
|
Income (loss) before Income Taxes
|
||||||||||||||||
|
Distillery products
|
$ | 1,234 | $ | 19,720 | $ | 16,713 | $ | (24,367 | ) | |||||||
|
Ingredient solutions
|
1,044 | 1,828 | 9,731 | (6,720 | ) | |||||||||||
|
Other
|
(274 | ) | (521 | ) | 145 | 40 | ||||||||||
|
Corporate
|
(11,422 | ) | (22,272 | ) | (20,325 | ) | (24,411 | ) | ||||||||
|
Impairment of long-lived assets
(i)
|
(1,301 | ) | - | - | (10,282 | ) | ||||||||||
|
Severance and early retirement
costs
(i)
|
- | - | - | (3,288 | ) | |||||||||||
|
Bargain purchase gain, net of
tax
(i)
|
13,048 | - | - | - | ||||||||||||
|
Loss on joint venture formation
(i)
|
- | - | (2,294 | ) | - | |||||||||||
|
Other restructuring costs
(i)
|
- | - | - | (5,241 | ) | |||||||||||
|
Loss on natural gas contract
(i)
|
- | - | - | (7,642 | ) | |||||||||||
|
Total
|
$ | 2,329 | $ | (1,245 | ) | $ | 3,970 | $ | (81,911 | ) | ||||||
|
(i)
|
The Company’s management reporting does not assign or allocate special charges to the Company’s operating segments. For purposes of comparative analysis, impairment of long-lived assets, severance and early retirement costs, gain (loss) on sale of assets , bargain purchase gain, loss on joint venture formation, other restructuring costs, and the loss on natural gas contract for the six month transition period ended December 31, 2011 and for the years ended June 30, 2011, 2010 and 2009 have been excluded from the Company’s segments.
|
|
December 31,
2011
|
June 30,
2011
|
June 30,
2010
|
||||||||||
|
Identifiable Assets
|
||||||||||||
|
Distillery products
|
$ | 92,881 | $ | 56,903 | $ | 47,658 | ||||||
|
Ingredient solutions
|
26,937 | 34,059 | 30,221 | |||||||||
|
Other
|
348 | 1,415 | 1,777 | |||||||||
|
Corporate
|
48,991 | 44,106 | 41,628 | |||||||||
|
Total
|
$ | 169,157 | $ | 136,483 | $ | 121,284 | ||||||
|
Six Months
Ended
|
Year Ended June 30,
|
|||||||||||||||
|
December 31,
2011
|
2011
|
2010
|
2009
|
|||||||||||||
|
Distillery products
(i)
|
$ | 12,033 | $ | 9,340 | $ | 1,413 | $ | 588 | ||||||||
|
Ingredient solutions
|
765 | 4,434 | 141 | 613 | ||||||||||||
|
Other
|
- | - | - | - | ||||||||||||
|
Corporate
|
545 | 808 | 824 | 1,296 | ||||||||||||
|
Total
|
$ | 13,343 | $ | 14,582 | $ | 2,378 | $ | 2,497 | ||||||||
|
(i)
|
Includes $11,041 related to acquisition of LDI’s Distillery Business (see
|
|
Six Months
Ended
|
Year Ended June 30,
|
|||||||||||||||
|
Revenues for the period ended,
|
December 31,
2011
|
2011
|
2010
|
2009
|
||||||||||||
|
United States
|
$ | 136,203 | $ | 225,996 | $ | 183,194 | $ | 267,031 | ||||||||
|
Japan
(ii)
|
5,837 | 13,502 | 10,176 | 16,379 | ||||||||||||
|
Canada
|
2,027 | 2,848 | 2,876 | 2,979 | ||||||||||||
|
Europe
|
183 | 688 | 886 | 1,222 | ||||||||||||
|
Other
|
2,227 | 4,881 | 4,839 | 4,201 | ||||||||||||
|
Total
|
$ | 146,477 | $ | 247,915 | $ | 201,971 | $ | 291,812 | ||||||||
|
Assets,
|
December 31,
2011
|
June 30,
2011
|
June 30,
2010
|
|||||||||
|
United States
|
$ | 168,787 | $ | 136,141 | $ | 120,992 | ||||||
|
Europe
|
370 | 342 | 292 | |||||||||
|
Total
|
$ | 169,157 | $ | 136,483 | $ | 121,284 | ||||||
|
(ii)
|
Substantially all of the Company’s sales in Japan are to one customer.
|
|
Six Months
Ended
|
Year Ended June 30,
|
|||||||||||||||
|
December 31,
2011
|
2011
|
2010
|
2009
|
|||||||||||||
|
Non-cash investing and financing activities:
|
||||||||||||||||
|
Purchase of property and equipment in
Accounts Payable
|
$ | 800 | $ | 1,806 | $ | 352 | $ | 430 | ||||||||
|
Transfer of assets held for sale to
investment in joint ventures
|
- | - | 29,063 | - | ||||||||||||
|
Transfer of inventory to investment in joint ventures
|
- | - | 2,924 | - | ||||||||||||
|
Transfer of accounts payable to long-
term Debt
|
- | - | 11,614 | - | ||||||||||||
|
Purchase of property and equipment and
other assets in capital leases
|
- | - | - | 1,436 | ||||||||||||
|
Reclassification of assets held for sale
from Property and equipment
|
2,300 | - | - | 27,979 | ||||||||||||
|
Stock plan shares issued from treasury
|
1,057 | 1,350 | 295 | 2,936 | ||||||||||||
|
Additional cash payment information:
|
||||||||||||||||
|
Interest paid
|
375 | 515 | 1,808 | 2,733 | ||||||||||||
|
Income tax (paid)/ refunds received
|
169 | (234 | ) | 10,390 | - | |||||||||||
|
Six Months
Ended
|
Year Ended June 30,
|
||||||||||||||||
|
Classified
|
December 31,
2011
|
2011
|
2010
|
2009
|
|||||||||||||
|
Commodity derivatives
|
Cost of sales
|
$ | (634 | ) | $ | 11,299 | $ | 71 | $ | (15,404 | ) | ||||||
|
Corn futures
|
705,000 bushels, expiring no later than May, 2012
|
|
Corn put options
|
250,000 bushels, expiring no later than March, 2012
|
|
Ethanol futures
|
18,545,500 gallons, maturing through December, 2012
|
|
Ethanol call options
|
435,000 gallons, maturing through March, 2012
|
|
Amount of Gains (Losses)
Recognized in OCI on Derivatives
|
Amount of Gains (Losses)
Reclassified from AOCI into Earnings
|
||||||||||||||||
|
Derivatives in
Cash Flow Hedging
Relationship
|
Six Months
Ended
December 31,
2011
|
Years Ended
J
une 30,
2011,
2010
and 2009
|
Location of
Losses
Reclassified
from AOCI
into Income
|
Six Months
Ended
December 31,
2011
|
Years Ended
June 30,
2011, 2010
and 2009
|
||||||||||||
|
Commodity derivatives
|
$ | (1,252 | ) | n/a |
Cost of sales
|
$ | (539 | ) | n/a | ||||||||
|
•
|
Level 1—quoted prices in active markets for identical assets or liabilities accessible by the reporting entity.
|
|
•
|
Level 2—observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
|
•
|
Level 3—unobservable inputs for an asset or liability. Unobservable inputs should only be used to the extent observable inputs are not available.
|
|
Fair Value Measurements
|
|||||||||||||||||
|
Classified
|
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
|
December 31, 2011
|
|||||||||||||||||
| Assets | |||||||||||||||||
|
Corn Derivatives
|
Derivative Assets
|
$ | 1,091 | $ | 1,091 | $ | - | $ | - | ||||||||
|
Ethanol Derivatives
|
Derivative Assets
|
$ | 213 | $ | 213 | ||||||||||||
| Liabilities | |||||||||||||||||
|
Corn Derivatives
|
Derivative Liabilities
|
$ | (974 | ) | $ | ( 974 | ) | $ | - | $ | - | ||||||
|
Ethanol Derivatives
|
Derivative Liabilities
|
$ | (2,491 | ) | $ | (2,491 | ) | $ | - | $ | - | ||||||
|
June 30, 2011
|
|||||||||||||||||
| Assets | |||||||||||||||||
|
Corn Derivatives (a)
|
Derivative Assets
|
$ | 598 | $ | 300 | $ | 298 | $ | - | ||||||||
| Liabilities | |||||||||||||||||
|
Corn Derivatives (a)
|
Derivative Liabilities
|
$ | (2,852 | ) | $ | (727 | ) | $ | (2,125 | ) | $ | - | |||||
|
June 30, 2010
|
|||||||||||||||||
| Assets | |||||||||||||||||
|
Corn Derivatives
|
Derivative Assets
|
$ | 161 | $ | 161 | $ | - | $ | - | ||||||||
| Liabilities | |||||||||||||||||
|
Corn Derivatives
|
Derivative Liabilities
|
$ | (147 | ) | $ | (147 | ) | $ | - | $ | - | ||||||
|
(a)
|
On June 30, 2011, the futures contracts market experienced significant volatility and had reached the maximum daily price allowed by the CBOT and was closed prior to the normal closing of the market. Accordingly, the closing price was not considered to be indicative of the fair value of these futures contracts on June 30, 2011, and the Company used the CBOT’s prices on the next business day for these futures contracts as the best indicator of fair value at June 30, 2011.
|
|
Transition Period
Ending
December 31, 2011
|
||||||||
|
Quarter
ending
December 31,
2011
|
Quarter
ending
September 30,
2011
|
|||||||
|
(In thousands, except per share data amounts)
|
||||||||
|
Net sales
|
$ | 70,339 | $ | 76,138 | ||||
|
Cost of sales
|
70,184 | 73,347 | ||||||
|
Gross profit
|
155 | 2,791 | ||||||
|
Selling, general and administrative
|
6,343 | 5,074 | ||||||
|
Other operating costs
|
(180 | ) | 294 | |||||
|
Impairment of long-lived assets
|
1,301 | - | ||||||
|
Bargain purchase gain, net of tax
|
(13,048 | ) | - | |||||
|
Income (loss) from operations
|
5,739 | (2,577 | ) | |||||
|
Other income (expense), net
|
2 | 46 | ||||||
|
Interest expense
|
(216 | ) | (114 | ) | ||||
|
Equity in earnings (loss) of joint
ventures
|
2,279 | (2,830 | ) | |||||
|
Income (loss) before income taxes
|
7,804 | (5,475 | ) | |||||
|
Provision (benefit) for income taxes
|
(8,340 | ) | 34 | |||||
|
Net income (loss)
|
$ | 16,144 | $ | (5,509 | ) | |||
|
Per Share Data(i)
|
||||||||
|
Total basic earnings (loss) per
common share
|
$ | 0.89 | $ | (0.31 | ) | |||
|
Total diluted earnings (loss) per
common share
|
$ | 0.89 | $ | (0.31 | ) | |||
|
Dividends per Common Share
|
$ | - | $ | 0.05 | ||||
|
Stock price ranges:
|
||||||||
|
Common
|
||||||||
|
-High
|
$ | 6.82 | $ | 8.75 | ||||
|
-Low
|
$ | 4.27 | $ | 5.07 | ||||
|
(i)
|
Total basic and diluted income (losses) per common share do not equal the annual amounts of $0.59 and $0.59, respectively, due to rounding.
|
|
Fiscal Year ending June 30, 2011
|
||||||||||||||||
|
Fourth
Quarter
|
Third
Quarter
|
Second
Quarter
|
First
Quarter
|
|||||||||||||
|
(In thousands, except per share data amounts)
|
||||||||||||||||
|
Net sales
|
$ | 68,798 | $ | 64,188 | $ | 57,951 | $ | 56,978 | ||||||||
|
Cost of sales
|
71,586 | 57,669 | 49,159 | 46,624 | ||||||||||||
|
Gross profit
|
(2,788 | ) | 6,519 | 8,792 | 10,354 | |||||||||||
|
Selling, general and administrative
|
4,880 | 5,690 | 4,360 | 6,227 | ||||||||||||
|
Other operating costs
|
425 | - | 88 | 562 | ||||||||||||
|
Income (loss) from operations
|
(8,093 | ) | 829 | 4,344 | 3,565 | |||||||||||
|
Other income (expense), net
|
2 | 3 | - | 3 | ||||||||||||
|
Interest expense
|
- | (92 | ) | (141 | ) | (125 | ) | |||||||||
|
Equity in earnings (loss) of joint
ventures
|
(2,296 | ) | 124 | (957 | ) | 1,589 | ||||||||||
|
Income (loss) before income taxes
|
(10,387 | ) | 864 | 3,246 | 5,032 | |||||||||||
|
Provision (benefit) for income taxes
|
(129 | ) | 163 | 4 | 30 | |||||||||||
|
Net income (loss)
|
$ | (10,258 | ) | $ | 701 | $ | 3,242 | $ | 5,002 | |||||||
|
Per Share Data(i)(ii)
|
||||||||||||||||
|
Total basic earnings (loss) per common share
|
$ | (0.58 | ) | $ | 0.04 | $ | 0.18 | $ | 0.28 | |||||||
|
Total diluted earnings (loss) per common share
|
$ | (0.58 | ) | $ | 0.04 | $ | 0.18 | $ | 0.28 | |||||||
|
Dividends per Common Share
|
$ | - | $ | - | $ | - | $ | 0.05 | ||||||||
|
Stock price ranges:
|
||||||||||||||||
|
Common
|
||||||||||||||||
|
-High
|
$ | 9.00 | $ | 11.06 | $ | 11.90 | $ | 8.15 | ||||||||
|
-Low
|
$ | 7.75 | $ | 7.90 | $ | 8.14 | $ | 6.46 | ||||||||
|
(i)
|
The Company adopted ASC 260
Earnings Per Share
(formerly FSP-EITF 03-6-1) –
Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
effective July 1, 2009. The impacts for the non-vested restricted shares, which constitute a separate class of stock for accounting purposes, did not have a material impact and the Company did not apply the two class method in fiscal 2010. In conjunction with the declaration of the dividend in the first quarter of fiscal 2011, the Company reassessed its earnings per share calculation policy and determined to present the two-class method prospectively.
|
|
(ii)
|
Total basic and diluted losses per common share do not equal the annual amounts of ($0.07) and ($0.07), respectively, due to rounding.
|
|
Fiscal Year ending June 30, 2010(i)(ii)
|
||||||||||||||||
|
Fourth
Quarter
|
Third
Quarter
|
Second
Quarter
|
First
Quarter
|
|||||||||||||
|
(In thousands, except per share data amounts)
|
||||||||||||||||
|
Net sales
|
$ | 54,359 | $ | 49,269 | $ | 48,094 | $ | 50,249 | ||||||||
|
Cost of sales
|
47,129 | 44,302 | 39,584 | 40,412 | ||||||||||||
|
Gross profit
|
7,230 | 4,967 | 8,510 | 9,837 | ||||||||||||
|
Selling, general and administrative
|
6,033 | 5,075 | 5,004 | 4,596 | ||||||||||||
|
Other operating costs
|
(786 | ) | 521 | (45 | ) | 597 | ||||||||||
|
Loss (gain) on joint venture formation
|
(753 | ) | 3,047 | - | ||||||||||||
|
Income (loss) from operations
|
2,736 | (629 | ) | 504 | 4,644 | |||||||||||
|
Other income, net
|
621 | 1 | 2 | 21 | ||||||||||||
|
Interest expense
|
(151 | ) | (280 | ) | (537 | ) | (789 | ) | ||||||||
|
Equity in earnings (loss) of joint
ventures
|
(734 | ) | (1,541 | ) | 150 | (48 | ) | |||||||||
|
Income (loss) before income taxes
|
2,472 | (2,449 | ) | 119 | 3,828 | |||||||||||
|
Provision (benefit) for income taxes
|
(4 | ) | (195 | ) | (4,659 | ) | 90 | |||||||||
|
Net income (loss)
|
$ | 2,476 | $ | (2,254 | ) | $ | 4,778 | $ | 3,738 | |||||||
|
Per Share Data (iii)(iv)
|
||||||||||||||||
|
Total basic earnings (loss) per common share
|
$ | 0.15 | $ | (0.14 | ) | $ | 0.29 | $ | 0.23 | |||||||
|
Total diluted earnings (loss) per common share
|
$ | 0.14 | $ | (0.14 | ) | $ | 0.28 | $ | 0.22 | |||||||
|
Dividends per Common Share
|
$ | - | $ | - | $ | - | $ | - | ||||||||
|
Stock price ranges:
|
||||||||||||||||
|
Common
|
||||||||||||||||
|
-High
|
$ | 8.62 | $ | 7.78 | $ | 9.62 | $ | 4.39 | ||||||||
|
-Low
|
$ | 5.75 | $ | 6.36 | $ | 3.91 | $ | 2.29 | ||||||||
|
(i)
|
Refer to
Note 1.
Nature of Operations and Summary of Significant Accounting Policies
for discussion of out-of-period adjustments.
|
|
(ii)
|
Net income for the fourth quarter includes a $753 out-of-period adjustment related to a partial settlement and a curtailment of the other post-retirement plan which was a favorable impact to pretax income. Had this adjustment been recorded in the proper quarter, pretax income would have been favorably impacted by $753 for the second quarter of fiscal 2010. This adjustment reduced the loss on joint venture formation recorded during the second quarter of fiscal 2010 from $3,047 to $2,294.
|
|
(iii)
|
Total basic and diluted losses per common share do not equal the annual amounts of $0.52 and $0.51, respectively, due to rounding.
|
|
(iv)
|
The Company adopted ASC 260
Earnings Per Share
(formerly FSP-EITF 03-6-1) –
Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
effective July 1, 2009. The impacts for the non-vested restricted shares, which constitute a separate class of stock for accounting purposes, did not have a material impact and the Company did not apply the two class method in fiscal 2010
.
|
|
Six Months Ended
|
||||||||
|
December 31,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
(unaudited)
|
||||||||
|
Operating Data:
|
||||||||
|
Net sales
|
$ | 146,477 | $ | 114,929 | ||||
|
Cost of sales
|
143,531 | 95,783 | ||||||
|
Gross profit
|
2,946 | 19,146 | ||||||
|
Selling, general and administrative expenses
|
11,417 | 10,587 | ||||||
|
Other operating costs
|
114 | 650 | ||||||
|
Impairment of long-lived assets
|
1,301 | - | ||||||
|
Bargain purchase gain, net of tax
|
(13,048 | ) | - | |||||
|
Income from operations
|
3,162 | 7,909 | ||||||
|
Other income, net
|
48 | 3 | ||||||
|
Interest expense
|
(330 | ) | (266 | ) | ||||
|
Equity in earnings (loss) of joint ventures
|
(551 | ) | 632 | |||||
|
Income before income taxes
|
2,329 | 8,278 | ||||||
|
Provision (benefit) for income taxes
|
(8,306 | ) | 34 | |||||
|
Net income
|
10,635 | 8,244 | ||||||
|
Other comprehensive income loss, net
|
(1,020 | ) | (176 | ) | ||||
|
Comprehensive income
|
$ | 9,615 | $ | 8,068 | ||||
|
Per Share Data
|
||||||||
|
Total basic earnings per common share
|
$ | 0.59 | $ | 0.46 | ||||
|
Total diluted earnings per common share
|
$ | 0.59 | $ | 0.46 | ||||
|
Shares used in computing basic earnings per share
|
16,875,924 | 16,684,606 | ||||||
|
Shares used in computing diluted earnings per share
|
16,879,153 | 16,702,189 | ||||||
|
Dividends per common share
|
$ | 0.05 | $ | 0.05 | ||||
|
Cash Flow Data:
|
||||||||
|
Net cash used in operating activities
|
$ | (9,603 | ) | $ | (1,160 | ) | ||
|
Net cash used in investing activities
|
(12,324 | ) | (3,663 | ) | ||||
|
Net cash provided by (used in) financing activities
|
14,707 | (1,074 | ) | |||||
|
Net increase (decrease) in cash and cash equivalents
|
$ | (7,220 | ) | $ | (5,897 | ) | ||
|
Components of purchase price
|
||||
|
Cash consideration paid to seller at closing
|
$ | 10,901 | ||
|
Accrued consideration
|
140 | |||
|
Total purchase price
|
$ | 11,041 | ||
|
Recognized Fair Value Amounts of Identifiable Assets
|
||||
|
Acquired and Liabilities Assumed
|
||||
|
Receivables
|
$ | 4,328 | ||
|
Inventory
|
9,921 | |||
|
Land, buildings and improvements
|
6,549 | |||
|
Machinery and equipment
|
11,404 | |||
|
Assets held for sale (See Note 10)
|
2,300 | |||
|
Customer relationships
|
1,496 | |||
|
Accounts payable and accrued expenses
|
(3,208 | ) | ||
|
Other non current liabilities
|
(365 | ) | ||
|
Deferred tax liability on bargain purchase gain
|
(8,336 | ) | ||
|
Total identifiable net assets
|
24,089 | |||
|
Bargain Purchase Gain, net of tax
|
$ | 13,048 | ||
|
Six Months
Ended
December 31,
2011
|
Year
Ended
June 30,
2011
|
|||||||
|
Net sales
|
$ | 169,469 | $ | 290,825 | ||||
|
Net income (loss)
|
$ | (15,288 | ) | $ | 16,255 | |||
|
Pro forma earnings (loss) per share
|
||||||||
|
Basic
|
$ | (0.91 | ) | $ | 0.91 | |||
|
Diluted
|
$ | (0.91 | ) | $ | 0.91 | |||
|
(A)
Number of shares to
be issued upon
exercise of
outstanding options,
warrants and rights
|
(B)
Weighted-average of
exercise price of
outstanding options,
warrants and rights
|
(C)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (*)
|
||||||||||
|
Equity compensation plans
approved by security holders
|
42,000 | $ | 6.98 | 1,471,505 | ||||||||
|
Equity compensation plans not
approved by security holders
|
- | - | - | |||||||||
|
Total
|
42,000 | $ | 6.98 | 1,471,505 | ||||||||
|
|
(c) Separate Financial Statements of Subsidiaries Not Consolidated
|
|
|
The following financial statements of Illinois Corn Processing, LLC are as follows:
|
|
|
Statements of Operations for the years ended December 31, 2011 and 2010 and the period November 20, 2009 (Inception) to December 31, 2009
|
|
|
Statements of Changes in Members’ Equity and Comprehensive Loss for the years ended December 31, 2011 and 2010 and the period November 20, 2009 (Inception) to December 31, 2009
|
|
|
Statements of Cash Flows for the years ended December 31, 2011 and 2010 and the period November 20, 2009 (Inception) to December 31, 2009
|
|
December 31,
|
||||||||
|
Assets
|
2011
|
2010 | ||||||
|
(in thousands)
|
||||||||
|
Current assets:
|
||||||||
|
Cash
|
$ | 3,580 | $ | 2,607 | ||||
|
Margin deposits
|
369 | 1,631 | ||||||
|
Trade receivables:
|
||||||||
|
Due from affiliates, net of allowance for doubtful accounts of $271 in 2011
|
11,314 | 4,454 | ||||||
|
Due from nonaffiliates
|
275 | 1,289 | ||||||
|
Deposits
|
2,167 | 3,473 | ||||||
|
Inventories
|
12,077 | 14,373 | ||||||
|
Derivative assets
|
575 | 1,241 | ||||||
|
Prepaid expenses
|
126 | 718 | ||||||
|
Total current assets
|
30,483 | 29,786 | ||||||
|
Property and equipment
|
35,539 | 34,239 | ||||||
|
Accumulated depreciation
|
(10,770 | ) | (5,478 | ) | ||||
|
Net property and equipment
|
24,769 | 28,761 | ||||||
| $ | 55,252 | $ | 58,547 | |||||
|
Liabilities and Members’ Equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Current portion of long-term debt:
|
||||||||
|
Due to SEACOR
|
$ | 2,329 | $ | 1,053 | ||||
|
Due to nonaffiliates
|
957 | 1,205 | ||||||
|
Accounts payable:
|
||||||||
|
Due to affiliates
|
1,901 | 754 | ||||||
|
Due to nonaffiliates
|
3,836 | 4,963 | ||||||
|
Accrued wages and benefits
|
690 | 461 | ||||||
|
Accrued interest:
|
||||||||
|
Due to SEACOR
|
110 | 76 | ||||||
|
Due to nonaffiliates
|
100 | 142 | ||||||
|
Accrued property taxes
|
141 | 192 | ||||||
|
Derivative liabilities
|
2,704 | 2,486 | ||||||
|
Total current liabilities
|
12,768 | 11,332 | ||||||
|
Long-term debt:
|
||||||||
|
Due to SEACOR
|
17,817 | 16,024 | ||||||
|
Due to nonaffiliates
|
946 | 1,840 | ||||||
|
Accumulated postretirement benefits
|
166 | 416 | ||||||
|
Total liabilities
|
31,697 | 29,612 | ||||||
|
Members’ equity:
|
||||||||
|
Contributed capital
|
$ | 32,000 | $ | 32,000 | ||||
|
Accumulated deficit
|
(8,431 | ) | (2,723 | ) | ||||
|
Accumulated other comprehensive loss
|
(14 | ) | (342 | ) | ||||
|
Total members’ equity
|
23,555 | 28,935 | ||||||
| $ | 55,252 | $ | 58,547 | |||||
|
November 20,
|
||||||||||||
|
2009
|
||||||||||||
|
Years ended December 31,
|
(inception) to
|
|||||||||||
|
December 31,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
(in thousands)
|
||||||||||||
|
Net sales
|
$ | 238,244 | $ | 120,380 | $ | 33 | ||||||
|
Cost of sales:
|
||||||||||||
|
Finished goods
|
228,952 | 110,686 | 588 | |||||||||
|
Derivative losses, net
|
6,657 | 3,977 | — | |||||||||
|
Gross profit (loss)
|
2,635 | 5,717 | (555 | ) | ||||||||
|
Selling, general, and administrative expenses
|
1,748 | 1,400 | 105 | |||||||||
|
Depreciation
|
5,292 | 5,279 | 199 | |||||||||
|
Gains on asset dispositions
|
11 | 40 | — | |||||||||
|
Operating loss
|
(4,394 | ) | (922 | ) | (859 | ) | ||||||
|
Interest expense:
|
||||||||||||
|
SEACOR
|
(1,195 | ) | (783 | ) | (7 | ) | ||||||
|
Nonaffiliates
|
(119 | ) | (152 | ) | — | |||||||
|
Net loss
|
$ | (5,708 | ) | $ | (1,857 | ) | $ | (866 | ) | |||
|
Accumulated
|
||||||||||||||||||||
|
other
|
||||||||||||||||||||
|
Contributed
|
Accumulated
|
comprehensive
|
Comprehensive
|
|||||||||||||||||
|
capital
|
deficit
|
(loss) income
|
Total
|
(loss) income
|
||||||||||||||||
|
November 20, 2009 (inception)
|
$ | 30,000 | $ | — | $ | — | $ | 30,000 | ||||||||||||
|
Net loss
|
— | (866 | ) | — | (866 | ) | $ | (866 | ) | |||||||||||
|
December 31, 2009
|
30,000 | (866 | ) | — | 29,134 | $ | (866 | ) | ||||||||||||
|
Contribution of capital
|
2,000 | — | — | 2,000 | ||||||||||||||||
|
Net loss
|
— | (1,857 | ) | — | (1,857 | ) | $ | (1,857 | ) | |||||||||||
|
Postretirement benefit obligation
|
— | — | (342 | ) | (342 | ) | (342 | ) | ||||||||||||
|
December 31, 2010
|
32,000 | (2,723 | ) | (342 | ) | 28,935 | $ | (2,199 | ) | |||||||||||
|
Net loss
|
— | (5,708 | ) | — | (5,708 | ) | $ | (5,708 | ) | |||||||||||
|
Postretirement benefit obligation
|
— | — | 328 | 328 | 328 | |||||||||||||||
|
December 31, 2011
|
$ | 32,000 | $ | (8,431 | ) | $ | (14 | ) | $ | 23,555 | $ | (5,380 | ) | |||||||
|
November 20,
|
||||||||||||
|
2009
|
||||||||||||
|
Years ended
|
(inception) to
|
|||||||||||
|
December 31,
|
December 31,
|
|||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
(in thousands)
|
||||||||||||
|
Cash flows from operating activities:
|
||||||||||||
|
Net loss
|
$ | (5,708 | ) | $ | (1,857 | ) | $ | (866 | ) | |||
|
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
|
||||||||||||
|
Depreciation
|
5,292 | 5,279 | 199 | |||||||||
|
Postretirement benefit expense
|
77 | 74 | — | |||||||||
|
Gains on disposition of assets
|
(11 | ) | (40 | ) | — | |||||||
|
Derivative losses, net
|
6,657 | 3,977 | — | |||||||||
|
Cash settlements on derivative transactions, net
|
(5,773 | ) | (2,732 | ) | — | |||||||
|
Margin deposits
|
1,261 | (1,631 | ) | — | ||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accounts receivable
|
(5,846 | ) | (5,649 | ) | (94 | ) | ||||||
|
Inventories
|
2,296 | (12,085 | ) | (2,300 | ) | |||||||
|
Prepaid expenses and deposits
|
1,897 | (3,854 | ) | (337 | ) | |||||||
|
Accounts payable and accrued expenses
|
192 | 4,126 | 2,461 | |||||||||
|
Net cash provided by (used in) operating activities
|
334 | (14,392 | ) | (937 | ) | |||||||
|
Cash flows from investing activities:
|
||||||||||||
|
Purchases of property and equipment
|
(1,299 | ) | (5,163 | ) | (29,063 | ) | ||||||
|
Proceeds from disposition of property and equipment
|
11 | 40 | — | |||||||||
|
Net cash used in investing activities
|
(1,288 | ) | (5,123 | ) | (29,063 | ) | ||||||
|
Cash flows from financing activities:
|
||||||||||||
|
Capital contributions from members
|
— | 2,000 | 30,000 | |||||||||
|
Proceeds from equipment financing and other long-term debt
|
72 | 3,308 | — | |||||||||
|
Principal payments on equipment financing and other long-term debt
|
(1,215 | ) | (263 | ) | — | |||||||
|
Proceeds from SEACOR term loan
|
— | 8,000 | 2,000 | |||||||||
|
Principal payments on SEACOR term loan
|
(1,230 | ) | (2,223 | ) | — | |||||||
|
Proceeds from SEACOR revolving credit facility
|
76,200 | 28,700 | — | |||||||||
|
Principal payments on SEACOR revolving credit facility
|
(71,900 | ) | (19,400 | ) | — | |||||||
|
Net cash provided by financing activities
|
1,927 | 20,122 | 32,000 | |||||||||
|
Increase in cash
|
973 | 607 | 2,000 | |||||||||
|
Cash, Beginning of year
|
2,607 | 2,000 | — | |||||||||
|
Cash, End of year
|
$ | 3,580 | $ | 2,607 | $ | 2,000 | ||||||
|
Supplemental information:
|
||||||||||||
|
Interest paid
|
$ | 1,168 | $ | 734 | $ | — | ||||||
|
(1)
|
Nature of Operations and Accounting Policies
|
|
(a)
|
Nature of Operations
|
|
(b)
|
Use of Estimates
|
|
(c)
|
Subsequent Events
|
|
(d)
|
Revenue Recognition
|
|
(1)
|
Nature of Operations and Accounting Policies
(continued)
|
|
(e)
|
Trade Receivables
|
|
(f)
|
Margin Deposits
|
|
(g)
|
Inventories
|
|
2011
|
2010
|
|||||||
|
Raw materials
|
$ | 2,872 | $ | 3,831 | ||||
|
Finished goods
|
6,375 | 8,981 | ||||||
|
Work in process
|
1,865 | 1,405 | ||||||
|
Maintenance materials
|
997 | 980 | ||||||
|
Lower of cost or market reserve
|
(32 | ) | (824 | ) | ||||
| $ | 12,077 | $ | 14,373 | |||||
|
(1)
|
Nature of Operations and Accounting Policies
(continued)
|
|
(h)
|
Derivative Instruments
|
|
(i)
|
Concentrations of Credit Risk
|
|
(j)
|
Property and Equipment
|
|
Warehouse, buildings, and improvements
|
20
|
|
Machinery and equipment
|
3 – 10
|
|
2011
|
2010
|
|||||||
|
Land
|
$ | 1,100 | $ | 1,100 | ||||
|
Warehouses, buildings, and
improvements
|
3,533 | 3,533 | ||||||
|
Machinery and equipment
|
30,906 | 29,315 | ||||||
|
Construction in progress
|
— | 291 | ||||||
| $ | 35,539 | $ | 34,239 | |||||
|
(1)
|
Nature of Operations and Accounting Policies
(continued)
|
|
(k)
|
Impairment of Long-Lived Assets
|
|
(l)
|
Income Taxes
|
|
(m)
|
Postretirement Benefit Plan
|
|
(n)
|
Comprehensive Loss
|
|
(2)
|
Fair Value Measurements
|
|
2011
|
Level 1
|
Level 2
|
Level 3
|
|||||||||
|
Assets:
|
||||||||||||
|
Derivative instruments
|
$ | 575 | $ | — | $ | — | ||||||
|
Liabilities:
|
||||||||||||
|
Derivative instruments
|
$ | 2,704 | $ | — | $ | — | ||||||
|
2010
|
||||||||||||
|
Assets:
|
||||||||||||
|
Derivative instruments
|
$ | 1,241 | $ | — | $ | — | ||||||
|
Liabilities:
|
||||||||||||
|
Derivative instruments
|
$ | 2,486 | $ | — | $ | — | ||||||
|
(2)
|
Fair Value Measurements
(continued)
|
|
2011
|
2010
|
|||||||||||||||
|
Carrying
|
Estimated
|
Carrying
|
Estimated
|
|||||||||||||
|
amount
|
fair value
|
amount
|
fair value
|
|||||||||||||
|
Assets:
|
||||||||||||||||
|
Cash
|
$ | 3,580 | $ | 3,580 | $ | 2,607 | $ | 2,607 | ||||||||
|
Margin Deposits
|
369 | 369 | 1,631 | 1,631 | ||||||||||||
|
Liabilities:
|
||||||||||||||||
|
Long-term debt, including
current portion
|
$ | 22,049 | $ | 22,039 | $ | 20,122 | $ | 20,258 | ||||||||
|
(3)
|
Derivative Instruments and Hedging Strategies
|
|
2011
|
2010
|
|||||||||||||||
|
Derivative
|
Derivative
|
Derivative
|
Derivative
|
|||||||||||||
|
asset
|
liability
|
asset
|
liability
|
|||||||||||||
|
Exchange-traded commodity
swap and future contracts:
|
||||||||||||||||
|
Corn
|
$ | 575 | $ | 2,443 | $ | 617 | $ | — | ||||||||
|
Natural gas
|
— | 261 | 68 | — | ||||||||||||
|
Ethanol
|
— | — | 556 | 2,486 | ||||||||||||
| $ | 575 | $ | 2,704 | $ | 1,241 | $ | 2,486 | |||||||||
|
(3)
|
Derivative Instruments and Hedging Strategies
(continued)
|
|
Derivative gains (losses), net
|
||||||||
|
2011
|
2010
|
|||||||
|
Exchange-traded commodity swap and
future contracts:
|
||||||||
|
Corn
|
$ | (3,847 | ) | $ | 4,704 | |||
|
Natural gas
|
(960 | ) | (1,343 | ) | ||||
|
Ethanol
|
(1,850 | ) | (7,338 | ) | ||||
| $ | (6,657 | ) | $ | (3,977 | ) | |||
|
(4)
|
|
|
2011
|
2010
|
|||||||
|
Term loan (due to SEACOR)
|
$ | 6,547 | $ | 7,777 | ||||
|
Revolving credit facility (due to SEACOR)
|
13,600 | 9,300 | ||||||
|
Equipment financing and other (due to
nonaffiliates)
|
1,902 | 3,045 | ||||||
| 22,049 | 20,122 | |||||||
|
Portion due within one year
|
(3,286 | ) | (2,258 | ) | ||||
| $ | 18,763 | $ | 17,864 | |||||
|
2012
|
$ | 3,286 | ||
|
2013
|
15,598 | |||
|
2014
|
3,165 | |||
| $ | 22,049 |
|
(4)
|
Long-Term Debt
(continued)
|
|
(a)
|
Term Loan
|
|
(b)
|
Revolving Credit Facility
|
|
(4)
|
Long-Term Debt
(continued)
|
|
(c)
|
Equipment Financing
|
|
(d)
|
Other
|
|
(5)
|
Benefit Plans
|
|
(a)
|
Savings Plan
|
|
(b)
|
Postretirement Benefit Plan
|
|
(5)
|
Benefit Plans
(continued)
|
|
Accumulated benefit obligation
|
||||||||
|
2011
|
2010
|
|||||||
|
Beginning of year
|
$ | 416 | $ | — | ||||
|
Service cost
|
12 | 19 | ||||||
|
Interest cost
|
11 | 23 | ||||||
|
Actuarial loss
|
93 | 16 | ||||||
|
Unrecognized prior service cost
|
(366 | ) | 358 | |||||
|
End of year
|
$ | 166 | $ | 416 | ||||
|
Net periodic benefit cost
|
||||||||
|
2011
|
2010
|
|||||||
|
Service cost
|
$ | 12 | $ | 19 | ||||
|
Interest cost
|
11 | 23 | ||||||
|
Amortization of unrecognized prior service cost
|
12 | 32 | ||||||
| $ | 35 | $ | 74 | |||||
|
Curtailment Loss
|
||||||||
|
2011
|
2010
|
|||||||
|
Curtailment loss - modifications to benefits
|
$ | 42 | $ | — | ||||
|
(5)
|
Benefit Plans
(continued)
|
|
2012
|
$ | — | ||
|
2013
|
40 | |||
|
2014
|
15 | |||
|
2015
|
34 | |||
|
2016
|
40 | |||
|
2017 – 2021
|
98 | |||
| $ | 227 |
|
(6)
|
Related-Party Transactions
|
|
(7)
|
Commitments and Contingencies
|
|
(8)
|
Subsequent Events
|
|
2.1
|
Asset Purchase Agreement between MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and Sergeants Pet Care Products, Inc. (Incorporated by reference to Exhibit 2 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
|
2.2
|
Agreement of Merger and Plan of Reorganization, dated as of January 3, 2012, by and among MGPI Processing, Inc. (formerly MGP Ingredients, Inc.), MGP Ingredients, Inc. (formerly MGPI Holdings, Inc.) and MGPI Merger Sub, Inc. (Incorporated by reference to Exhibit 2 of the Company's current report on Form 8-K filed January 5, 2012 (File number 000-17196))
|
|
2.3
|
Asset Purchase Agreement by and among Lawrenceburg
Distillers Indiana, LLC, Angostura US Holdings Limited and MGPI of Indiana, LLC, dated October 20, 2011 (Incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed December 28, 2012 (File number 000-17196))
|
|
3.1.1
|
Articles of Incorporation of MGP Ingredients, Inc. (formerly MGPI Holdings, Inc.), as amended (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed January 5, 2012) (File number 000-17196))
|
|
3.1.2
|
Certificate of Amendment to Articles of Incorporation of MGP Ingredients, Inc. (formerly MGPI Holdings, Inc.) (Incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed January 5, 2012) (File number 000-17196))
|
|
3.2
|
Bylaws of MGP Ingredients, Inc. (formerly MGPI Holdings, Inc.) (Incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K filed January 5, 2012) (File number 000-17196)
|
|
4.1
|
Credit and Security Agreement dated July 21, 2009 between MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and Wells Fargo Bank, National Association and Revolving Note (Incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
|
4.1.1
|
Patent and Trademark Security Agreement dated as of July 21, 2009 between MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 4.1.1 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
|
4.1.2
|
Assignment of Membership Interests dated as of July 21, 2009 between MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and Wells Fargo Bank, National Association, relating to MGPI of Indiana, LLC (formerly, Firebird Acquisitions, LLC) (Incorporated by reference to Exhibit 4.1.2 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
|
4.1.3
|
Stock Pledge Agreement dated as of July 21, 2009 between MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and Wells Fargo Bank, National Association, relating to stock of Midwest Grain Pipeline, Inc. (Incorporated by reference to Exhibit 4.1.3 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
|
4.1.4
|
Control Agreement and Assignment of Hedging Account among Wells Fargo Bank, National Association, MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and ADM Investor Services, Inc. (Incorporated by reference to Exhibit 4.1.4 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
|
4.1.5
|
Form of Mortgage relating to MGPI Processing, Inc.'s (formerly MGP Ingredients, Inc.) Onaga plant in favor of Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 4.1.6 below, which was filed in the same form in Pottawatomie County, Kansas)
|
|
4.1.6
|
Amended and Restated Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated as of August 31, 2009 relating to MGPI Processing, Inc.'s (formerly MGP Ingredients, Inc.) Atchison facility in favor of Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 4.1.6 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
|
4.1.7
|
Form of Mortgage relating to a tract of land owned by MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) in Wyandotte County, Kansas in favor of Wells Fargo Bank, national Association (Incorporated by reference to Exhibit 4.1.6 above, which was filed in the same form in Wyandotte County, Kansas)
|
|
4.1.8
|
Consent and Release dated August 19, 2009 between Wells Fargo Bank, National Association and MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) (Incorporated by reference to Exhibit 4.1.9 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
|
4.1.9
|
Consent and Release dated December 21, 2009, between Wells Fargo Bank, National Association and MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) (Incorporated by reference to Exhibit 4.1.9 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended December 31, 2009 (File number 000-17196))
|
|
4.1.10
|
Consent dated December 31, 2009 from Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 4.1.10 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended December 31, 2009 (File number 000-17196))
|
|
4.1.11.1
|
Assignment of Membership Interest to Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 4.1.11 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended December 31, 2009 (File number 000-17196))
|
|
*4.1.11.2
|
Partial Release of Collateral Agreement dated January 30, 2012.
|
|
4.1.12
|
Consent dated February 2, 2010 from Wells Fargo Bank, National Association. (Incorporated by reference to Exhibit 4.1.12 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2010 (File number 000-17196))
|
|
4.1.13
|
Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated February 15, 2010 to Wells Fargo Bank, National Association, relating to MGPI Processing, Inc.'s (formerly MGP Ingredients, Inc.) Executive Office Building & Technical Center in Atchison, Kansas (Incorporated by reference to Exhibit 4.1.13 of the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2010 (File number 000-17196))
|
|
4.1.14
|
Bond Pledge and Security Agreement dated February 15, 2010 by and among MGPI Processing, Inc. (formerly MGP Ingredients, Inc.), Commerce Bank, as Trustee and Wells Fargo Bank, National Association relating to City of Atchison, Kansas, $7,000,000 original principal amount of Taxable Industrial Revenue Bonds, Series 2006 (MGP Ingredients, Inc. Project) (Incorporated by reference to Exhibit 4.1.14 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2010 (File number 000-17196))
|
|
4.1.15
|
First Amendment to Credit and Security Agreement dated June 30, 2010 (Incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K filed July 7, 2010 (File No. 0-07196))
|
|
4.1.16
|
Second Amendment to Credit and Security Agreement, dated January 20, 2011. (Incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010 (File Number 000-17196)
|
|
4.1.17
|
Third Amendment to Credit and Security Agreement, dated October 20, 2011 (Incorporated by reference to Exhibit 4.0 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 (File number 000-17196))
|
|
4.1.18
|
Amended and Restated Revolving Note dated October 20, 2011(Incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 (File number 000-17196))
|
|
4.1.19
|
Continuing Guaranty to Wells Fargo Bank, National Association from MGPI of Indiana, LLC and Midwest Grain Pipeline, Inc., dated October 20, 2011(Incorporated by reference to Exhibit 4.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 (File number 000-17196))
|
|
4.1.20
|
Third Party Security Agreement dated October 20, 2011 by and among Wells Fargo Bank, National Association, MGPI of Indiana, LLC and Midwest Grain Pipeline, Inc. (Incorporated by reference to Exhibit 4.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 (File number 000-17196))
|
|
*4.1.21
|
Assignment and Assumption of Note and Credit Agreement and the Fourth Amendment to the Credit Agreement between MGP Ingredients, Inc. (formerly MGPI Holdings, Inc.) and Wells Fargo Bank, National Association
|
|
*4.1.22
|
Continuing Guaranty to Wells Fargo Bank, National Association from MGPI Processing, Inc. (formerly MGP Ingredients, Inc.)
|
|
*4.1.23
|
Third Party Security Agreement by and between Wells Fargo Bank, National Association and MGPI Processing, Inc. (formerly MGP Ingredients, Inc.)
|
|
4.2
|
Commercial Security Agreement from MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) to Union State Bank of Everest dated March 31, 2009 (Incorporated by reference to Exhibit 4.5.2 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
|
4.2.1
|
Amendment to Commercial Security Agreement dated as of July 20, 2009 between MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and Union State Bank of Everest (Incorporated by reference to Exhibit 4.5.3 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
|
4.3
|
Promissory Note dated July 20, 2009 from MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) to Union State Bank of Everest in the initial principal amount of $2,000,000 (Incorporated by reference to Exhibit 4.6 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
|
4.3.1
|
Commercial Security Agreement dated July 20, 2009 from MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) to Union State Bank of Everest relating to equipment at Atchison Plant and Onaga plant (Incorporated by reference to Exhibit 4.6.1 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
|
4.3.2
|
Mortgage dated July 20, 2009 from MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) to Union State Bank of Everest relating to the Atchison plant (Incorporated by reference to Exhibit 4.6.2 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
|
4.4
|
Intercreditor Agreement between Wells Fargo Bank, National Association and Union State Bank of Everest (Incorporated by reference to Exhibit 4.7 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
|
4.5
|
Trust Indenture Dated as of December 28, 2006 relating to $7,000,000 Taxable Industrial Revenue Bonds Series 2006 (MGP Ingredients Project) (Incorporated by Reference to Exhibit 4.2 of the Company's Quarterly Report on Form 10-Q for the Quarter ended December 31, 2006 (File number 000-17196))
|
|
4.6
|
Lease dated as of December 28, 2006 between the City of Atchison, as Issuer and MGPI Processing, Inc. (formerly MGP Ingredients, Inc.), as tenant relating to $7,000,000 Taxable Industrial Revenue Bonds Series 2006 (MGP Ingredients Project) (Incorporated by Reference to Exhibit 10.6 of the Company's Quarterly Report on Form 10-Q for the Quarter ended December 31, 2006 (File number 000-17196))
|
|
4.7
|
Master Lease Agreement dated as of June 28, 2011 between U.S. Bancorp Equipment Finance, Inc. and MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and related bill of sale and Schedules #001-0018787-001and 1166954-001-0018787-001 (Incorporated by reference to Exhibit 4.7 of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2011(File number 000-17196))
|
|
4.7.1
|
Mortgagee's Waiver executed by Union State Bank of Everest (Incorporated by reference to Exhibit 4.7.1 of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2011 (File number 000-17196))
|
|
4.7.2
|
Mortgagee's Waiver and lien release executed by Wells Fargo Bank National Association (Incorporated by reference to Exhibit 4.7.2 of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2011(File number 000-17196))
|
|
4.8
|
In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, certain instruments respecting long-term debt of the Registrant have been omitted but will be furnished to the Commission upon request.
|
|
9.1
|
Copy of Cray Family Trust (Incorporated by reference to Exhibit 1 of Amendment No. 1 to Schedule 13D of Cloud L. Cray, Jr. dated November 18, 1994))
|
|
9.2
|
First Amendment to Cray Family Trust dated November 13, 1980 (Incorporated by reference to Exhibit 9.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005 (File number 000-17196))
|
|
9.3
|
Voting Trust Agreement dated as of November 16, 2005 among Cloud L. Cray, Jr., Richard B. Cray and Laidacker M. Seaberg, as trustees of the Cray Family Trust and Cloud L. Cray, Jr., Richard B. Cray and Laidacker M. Seaberg, as trustees (Incorporated by reference to Exhibit 9.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005 (File number 000-17196))
|
|
9.4
|
First Amendment to Voting Trust Agreement (Incorporated by reference to Exhibit 9.4 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 20, 2010 (File number 000-17196))
|
|
10.1
|
Assumption Agreement, dated as of January 3, 2012, between MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and MGP Ingredients, Inc. (formerly MGPI Holdings, Inc.) (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed January 5, 2012 (File number 000-17196))
|
|
10.2
|
Summary of informal cash bonus plan (Incorporated by reference to Exhibit 10(a) of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 20, 2004 (File number 000-17196))
|
|
10.3
|
Copy of MGP Ingredients, Inc. Stock Incentive Plan of 1996 as amended (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File number 333-51849))
|
|
10.4
|
Form of Stock Option with respect to stock options granted under the MGP Ingredients, Inc. Stock Incentive Plan of 1996 (Incorporated by reference to Exhibit 10(e) to the Company’s Form 10-K for the year ended June 30, 1996 (File number 000-17196))
|
|
10.5
|
Copy of MGP Ingredients, Inc. 1996 Stock Option Plan for Outside Directors, as amended (Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (File number 333-51849))
|
|
10.6
|
Copy of MGP Ingredients, Inc. 1998 Stock Incentive Plan for Salaried Employees , as amended (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File number 333-51849))
|
|
10.7
|
Form of Stock Option with respect to stock options granted under the MGP Ingredients, Inc. 1998 Stock Incentive Plan for Salaried Employees (Incorporated by reference to Exhibit 10(e) to the Company’s Form 10-K for the year ended June 30, l996 (File number 000-17196))
|
|
10.8
|
Copy of amendments to Options granted under MGP Ingredients, Inc. Stock Option Plans (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended September 30, 1998 (File number 000-17196))
|
|
10.9
|
Form of Option Agreement for the grant of Options under the MGP Ingredients, Inc. 1996 Stock Option Plan for Outside Directors, as amended (Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended September 30, 1998 (File number 000-17196))
|
|
10.10
|
Form of Amended Option Agreements for the grant of Options under the MGP Ingredients, Inc. 1998 Stock Incentive Plan for Salaried Employees (Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended September 30, 1998 (File number 000-17196))
|
|
10.11
|
Form of Option Agreement for the grant of Options under the MGP Ingredients, Inc. Stock Incentive Plan of 1996, as amended (Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended September 30, 1998 (File number 000-17196))
|
|
10.12
|
Form of Incentive Stock Option Agreement approved on December 7, 2000, for use thereafter under the Stock Incentive Plan of 1996 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended December 31, 2000 (File number 000-17196))
|
|
10.13
|
Form of Incentive Stock Option Agreement approved on December 7, 2000 for use thereafter under the 1998 Stock Incentive Plan for Salaried Employees (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended December 31, 2000 (File number 000-17196))
|
|
10.14
|
Form of Memorandum of Agreement Concerning Options approved on December 7, 2000 between the Company and certain members of senior management, including the following named executive officer: Randall M. Schrick (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended December 31, 2000 (File number 000-17196))
|
|
10.15
|
Form of Memorandum of Agreement Concerning Options approved on December 10, 2001 between the Company and certain members of senior management, including the following named executive officer: Randall M. Schrick (Incorporated by reference to Exhibit 10 to the Company’s form 10-Q for the quarter ended December 31, 2001 (File number 000-17196))
|
|
10.16
|
Stock Incentive Plan of 2004, as amended (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statements on Form S-8 (File numbers 333-162625 & 333-119860))
|
|
10.17
|
Guidelines for Issuance of Fiscal 2005 Restricted Share Awards (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended December 31, 2004 (File number 000-17196))
|
|
10.18
|
Agreement with Ladd M. Seaberg as to Award of Restricted Shares Granted under the Stock Incentive Plan of 2004 (A similar agreement has been made with the following named executive officer as to the number of shares indicated: Randy M. Schrick – 7,000 shares (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended December 31, 2004 (File number 000-17196))
|
|
10.19
|
Guidelines for Issuance of Fiscal 2006 Restricted Share Awards (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (File number 000-17196))
|
|
10.20
|
Agreement with Ladd M. Seaberg as to Award of Restricted Shares Granted under the Stock Incentive Plan of 2004 (A similar agreement has been made with the following named executive officer as to the number of shares indicated: Randy M. Schrick – 13, 500 shares) (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (File number 000-17196))
|
|
10.21
|
Consent Agreement between MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and the Kansas Department of Health and Environment dated January 11, 2006 (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (File number 000-17196))
|
|
10.22
|
Amendment 1 of Consent Agreement and Final Order of the Secretary (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed May 26, 2010 (File number 000-07196))
|
|
10.23
|
Amendment 2 of Consent Agreement and Final Order of the Secretary (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed May 26, 2010 (File number 000-07196))
|
|
10.24.1
|
Form of Indemnification Agreement between MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and its Directors and Executive Officers (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly report on Form 10-Q for the quarter ended December 31, 2006. (File number 000-17196))
|
|
10.24.2
|
Form of Indemnification Agreement between MGP Ingredients, Inc. (formerly MGPI Holdings, Inc. ) and its Directors and Executive Officers (Incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed January 5, 2012 (File number 000-17196)
|
|
10.25
|
Guidelines for Issuance of Fiscal 2007 Restricted Share Awards (Incorporated by reference to Exhibit 10.2 of the Company's Quarterly report on Form 10-Q for the quarter ended December 31, 2006 (File number 000-17196))
|
|
10.26
|
Agreement with Ladd M. Seaberg as to Award of Restricted Shares Granted under the Stock Incentive Plan of 2004 with respect to Fiscal 2007 (Similar agreements have been made with the following named executive officers as to the number of shares indicated following their respective names: Timothy W. Newkirk – 9,200 shares; Randy M. Schrick – 9,300 shares; (Incorporated by reference to Exhibit 10.3 of the Company's Quarterly report on Form 10-Q for the quarter ended December 31, 2006 (File number 000-17196))
|
|
10.27
|
Lease dated as of December 28, 2006 between the City of Atchison, as Issuer and MGPI Processing Inc. (formerly MGP Ingredients, Inc.), as tenant relating to $7,000,000 Taxable Industrial Revenue Bonds Series 2006 (MGP Ingredients Project (Incorporated by reference to Exhibit 10.6 of the Company's Quarterly report on Form 10-Q for the quarter ended December 31, 2006 (File number 000-17196))
|
|
10.28
|
Non-Employee Directors Restricted Share Award Agreement for fiscal 2007 of Cloud L. Cray. Similar agreements were made for the same number of shares with Michael Braude, John Byom, Gary Gradinger, Linda Miller, Daryl Schaller and John Speirs. (Incorporated by reference to Exhibit 3(b) of the Company's Current Report on Form 8-K filed June 19, 2007 (File number 000-17196))
|
|
10.29
|
Non-Employee Directors’ Restricted Stock and Restricted Unit Plan, as amended and restated (Incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed January 5, 2012 (File number 000-17196))
|
|
10.30
|
Guidelines for Issuance of Fiscal 2008 Restricted Share Awards (Incorporated by reference from Ex. 10(ss) of the Company's Annual Report on Form 10-K for the Fiscal Year ended July 1, 2007 (File number 000-17196))
|
|
10.31
|
Agreement with Brian Cahill as to Award of Restricted Shares Granted Under the Stock Incentive Plan of 2004 with respect to Fiscal 2008 (Similar agreements have been made with the following named executive officers as to the number of shares indicated following their respective names Timothy W. Newkirk – 17,695; Randy M. Schrick - 13,530; and Donald Coffey – 10,834.) (Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed November 21, 2008 (File number 000-17196))
|
|
10.32
|
Guidelines on issuance of Fiscal 2009 Restricted Share Awards (Incorporated by reference to Exhibit 10.36 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 20, 2010 (File number 000-17196))
|
|
10.33
|
Agreement with Timothy Newkirk as to Award of Restricted Shares Granted Under the Stock Incentive Plan of 2004 with respect to Fiscal 2009 (Similar agreements have been made with the following named executive officers as to the number of shares indicated following their respective names –Randy M. Schrick - 24,500 and Donald Coffey – 21,000.) (Incorporated by reference to Exhibit 10.49 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
|
10.34
|
Interim Services Agreement, dated as of April 14, 2009, by and between Tatum, LLC and MGP Ingredients, Inc. (now MGPI Processing Inc.) (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed April 20, 2009 (File number 000-17196))
|
|
10.35
|
Consultation Agreement with Ladd Seaberg (Incorporated by reference to Exhibit 10.55 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
|
10.36
|
Non-Employee Directors Restricted Share Award Agreement for fiscal 2008 of John Speirs. (Similar agreements were made for the same number of shares with Michael Braude, John Byom, Cloud L. Cray, Gary Gradinger, Linda Miller and Daryl Schaller ) (Incorporated by reference to Exhibit 10.56 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 30, 2009 (File number 000-17196))
|
|
10.37
|
Non-Employee Directors Restricted Share Award Agreement for fiscal 2009 of John Speirs. (Similar agreements were made for the same number of shares with Michael Braude, John Byom, Cloud L. Cray, Gary Gradinger, Linda Miller, Karen Seaberg and Daryl Schaller ) (Incorporated by reference to Exhibit 10.44 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 20, 2010 (File number 000-17196))
|
|
10.38
|
Contribution Agreement dated November 20, 2009 between MGPI Processing, Inc. (formerly MGP Ingredients, Inc. )and Illinois Corn Processing, LLC (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 27, 2009 (File number 000-17196))
|
|
10.39
|
LLC Interest Purchase Agreement dated November 20, 2009 between MGPI Processing, Inc. (formerly MGP Ingredients, Inc. ) and Illinois Corn Processing Holdings LLC (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on November 27, 2009 (File number 000-17196))
|
|
10.40
|
Limited Liability Company Agreement dated November 20, 2009 between MGPI Processing, Inc. (formerly MGP Ingredients, Inc. ) and Illinois Corn Processing Holdings LLC. . (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on November 27, 2009 (File number 000-17196))
|
|
10.41
|
Marketing Agreement between MGPI Processing, Inc. (formerly MGP Ingredients, Inc.) and Illinois Corn Processing, LLC (portions of this exhibit have been omitted pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended December 31, 2009 (File Number 000-17196))
|
|
10.42.1
|
Short Term Incentive Plan for Fiscal Year 2010 and subsequent years (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 15, 2009 (File number 000-17196))
|
|
10.42.2
|
Short Term Incentive Plan for 2012 and Subsequent Years (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed December 12, 2011 (File number 000-17196))
|
|
10.43
|
Letter agreement with Randy Schrick (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on December 15, 2009 (File number 000-17196))
|
|
10.44
|
Guidelines on Issuance of Fiscal 2010 Restricted Share Awards (Incorporated by reference to Exhibit 10.51of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 20, 2010 (File number 000-17196))
|
|
10.45
|
Agreement with Timothy Newkirk as to Award of Restricted Shares Granted Under the Stock Incentive Plan of 2004 with respect to Fiscal 2010 (Similar agreements have been made with the following named executive officers as to the number of shares indicated following their respective names –Randy M. Schrick – 14,300 and Donald Coffey – 14,300) (Incorporated by reference to Exhibit 52 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 20, 2010 (File number 000-17196))
|
|
10.46
|
Non-Employee Director Restricted Share Award Agreement effective October 22, 2010 of John Speirs (Similar agreements were made for the same number of shares with Michael Braude, John Byom, Cloud L. Cray, Gary Gradinger, Linda Miller, Karen Seaberg and Daryl Schaller ) (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File number 000-17196))
|
|
10.47
|
Non-Employee Director Restricted Share Award Agreement effective October 22, 2010 of John Speirs (Similar agreements were made for the same number of shares with Michael Braude, John Byom, Cloud L. Cray, Gary Gradinger, Linda Miller, Karen Seaberg and Daryl Schaller) (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011(File number 000-17196))
|
|
10.48
|
Guidelines on Issuance of Fiscal 2011 Restricted Share Awards (Incorporated by reference to Exhibit 10.48 of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2011(File number 000-17196))
|
|
10.49
|
Agreement with Timothy Newkirk as to Award of Restricted Shares Granted Under the Stock Incentive Plan of 2004 with respect to Fiscal 2011 (Similar agreements have been made for 16,500 shares to each of the following named executive officers: Don Tracy, Randy M. Schrick, Donald Coffey and Scott Phillips). (Incorporated by reference to Exhibit 10.49 of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2011(File number 000-17196))
|
|
10.50
|
Compensation Claw Back Policy (Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed December 12, 2011(File number 000-17196))
|
|
*10.51
|
LLC Interest Assignment and Purchase Agreement dated February 1, 2012 between MGPI Processing, Inc. and Illinois Corn Processing Holdings, Inc.
|
|
*10.52
|
Guidelines on Issuance of 2011 Transition Period Restricted Stock Unit Awards
|
|
*10.53
|
Award Agreement for 8,250 Restricted Stock Units granted under the Stock Incentive Plan of 2004 on March 1, 2012 to Timothy W. Newkirk with respect to the 2011 Transition Period ended December 31, 2011. An additional award of 10,000 Restricted Stock Units was also granted to Mr. Newkirk on March 1, 2012 as a special bonus under a similar award agreement. (Awards also were made to the following named executive officers for the aggregate number of restricted stock units specified: Don Tracy – 18,250 units; Donald Coffey, Ph.D. – 8,250 units; Scott Phillips – 18,250 units; and Randy M. Schrick – 8,250 units.
|
|
14
|
Code of Conduct (Incorporated by reference to Exhibit 14 of the Company’s Annual Report on Form 10-K for the Fiscal Year ended June 20, 2010 (File number 000-17196))
|
|
22
|
Subsidiaries of the Company
|
|
Subsidiary State of Incorporation
or Organization
MGPI Processing, Inc. (100%) Kansas
Illinois Corn Processing, LLC (30%) Delaware
Midwest Grain Pipeline, Inc. (100%) Kansas
MGPI of Indiana, LLC (100%) Delaware
D.M. Ingredients GmbH (50%) Germany
|
|
|
*23.1
|
Consent of KPMG, LLP, Independent Registered Public Accounting Firm
|
|
*23.2
|
Consent of KPMG, LLP, Independent Registered Public Accounting Firm
|
|
25
|
Powers of Attorney executed by all officers and directors of the Company who have signed this report on Form 10-K (Incorporated by reference to the signature pages of this report)
|
|
*31.1
|
CEO Certification pursuant to Rule 13a-14(a)
|
|
*31.2
|
CFO Certification pursuant to Rule 13a-14(a)
|
|
*32.1
|
CEO Certification furnished pursuant to Rule 13a-14(b) and 18 U.S.C. 1350
|
|
*32.2
|
CFO Certification furnished pursuant to Rule 13a-14(b)
|
|
*101
|
Interactive Data File
|
|
Name
|
Title
|
Date
|
|
/s/Timothy W. Newkirk
Timothy W. Newkirk
|
President and Chief Executive
Officer
|
March 12, 2012
|
|
/s/Don Tracy
Don Tracy
|
Vice President and Chief Financial Officer (Principal Financial and
Accounting Officer)
|
March 12, 2012
|
|
/s/Michael Braude
Michael Braude
|
Director
|
March 12, 2012
|
|
/s/John E. Byom
John E. Byom
|
Director
|
March 12, 2012
|
|
/s/Cloud L. Cray, Jr.
Cloud L. Cray, Jr.
|
Director
|
March 12, 2012
|
|
/s/Gary Gradinger
Gary Gradinger
|
Director
|
March 12, 2012
|
|
/s/Linda E. Miller
Linda E. Miller
|
Director
|
March 12, 2012
|
|
/s/Daryl R. Schaller
Daryl R. Schaller
|
Director
|
March 12, 2012
|
|
/s/ Karen Seaberg
Karen Seaberg
|
Director
|
March 12, 2012
|
|
/s/John R. Speirs
John R. Speirs
|
Director; Chairman of the Board
|
March 12, 2012
|
|
Balance,
Beginning
of Period
|
Charged to
Costs and
Expenses
|
Write-offs
|
Balance,
End of
Period
|
|||||||||||||
|
Six month transition period ended December 31, 2011:
|
$ | 118 | $ | - | $ | (55 | ) | $ | 63 | |||||||
|
Allowance for doubtful accounts
|
||||||||||||||||
|
Year Ended June 30, 2011:
|
$ | 155 | $ | - | $ | (37 | ) | $ | 118 | |||||||
|
Allowance for doubtful accounts
|
||||||||||||||||
|
Year Ended June 30, 2010:
|
||||||||||||||||
|
Allowance for doubtful accounts
|
$ | 388 | $ | 43 | $ | (276 | ) | $ | 155 | |||||||
|
Year Ended June 30, 2009:
|
||||||||||||||||
|
Allowance for doubtful accounts
|
$ | 264 | $ | 124 | - | $ | 388 | |||||||||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|