What changed in this filing

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Item 1. Financial Statements

2020-07-30 compared with 2020-04-30 · 128 added, 62 removed, 370 unchanged (34% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share amounts)

Quarter Ended March 31,

(Dollars in thousands, except share and per share amounts)

Quarter Ended June 30, Year to Date Ended June 30,

2020 2019 2020 2019

Sales $ 92,560 $ 90,501 $ 191,642 $ 179,597

5 unchanged sentences

Income before income taxes 11,040 10,553 24,106 18,814

Income tax expense (benefit) 3,224 ( 1,459 )

Income tax expense 2,550 2,642 5,774 1,183

Net income 8,490 7,911 18,332 17,631

7 unchanged sentences

(Dollars in thousands)

Quarter Ended March 31,

Quarter Ended June 30, Year to Date Ended June 30,

2020 2019 2020 2019

Net income $ 8,490 $ 7,911 $ 18,332 $ 17,631

6 unchanged sentences

(Dollars in thousands)

March 31, 2020 December 31, 2019

June 30, 2020 December 31, 2019

Current Assets

Cash and cash equivalents $ 11,745 $ 3,309

Receivables (less allowance for doubtful accounts at March 31, 2020, and December 31, 2019 - $ 24 )

Receivables (less allowance for doubtful accounts at June 30, 2020, and December 31, 2019 - $ 24 )

54,164 40,931

31 unchanged sentences

authorized 40,000,000 shares;

issued 18,115,965 shares at March 31, 2020 and December 31, 2019;

and 16,895,522 and 17,028,125 shares outstanding at March 31, 2020 and December 31, 2019, respectively

issued 18,115,965 shares at June 30, 2020 and December 31, 2019;

and 16,895,522 and 17,028,125 shares outstanding at June 30, 2020 and December 31, 2019, respectively

Additional paid-in capital 15,026 14,029

1 unchanged sentence

Accumulated other comprehensive loss ( 231 ) ( 246 )

Treasury stock, at cost, 1,220,443 and 1,087,840 at March 31, 2020 and December 31, 2019, respectively

Treasury stock, at cost, 1,220,443 and 1,087,840 at June 30, 2020 and December 31, 2019, respectively

( 23,833 ) ( 20,242 )

5 unchanged sentences

(Dollars in thousands)

Quarter Ended March 31,

Year to Date Ended June 30,

Cash Flows from Operating Activities

14 unchanged sentences

Other, net 67 211

Net cash provided by (used in) operating activities 542 ( 3,789 )

Net cash provided by operating activities 5,986 3,070

Cash Flows from Investing Activities

9 unchanged sentences

Loan fees paid related to borrowings ( 1,148 ) —

Proceeds from long-term debt — 20,000

Principal payments on long-term debt ( 199 ) ( 192 )

Proceeds from credit agreement - revolver 54,700 12,625

Payments on credit agreement - revolver ( 30,000 ) ( 22,025 )

Other, net — ( 78 )

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For Year to Date Ended June 30, 2020

(Unaudited) (Dollars in thousands)

16 unchanged sentences

4 6,715 14,364 238,567 ( 252 ) ( 23,833 ) 235,565

Comprehensive income:

Net income — — — 8,490 — — 8,490

Other comprehensive loss — — — — 21 — 21

Dividends and dividend equivalents of $ 0.12 per common share and per restricted stock unit, net of estimated forfeitures

— — — ( 2,041 ) — — ( 2,041 )

Share-based compensation — — 662 — — — 662

Balance, June 30, 2020

$ 4 $ 6,715 $ 15,026 $ 245,016 $ ( 231 ) $ ( 23,833 ) $ 242,697

See accompanying notes to unaudited condensed consolidated financial statements

MGP INGREDIENTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For Year to Date Ended June 30, 2019

(Unaudited) (Dollars in thousands)

Preferred Issued Common Additional

16 unchanged sentences

4 6,715 12,636 206,851 ( 81 ) ( 21,006 ) 205,119

Comprehensive income:

Net income — — — 7,911 — — 7,911

Other comprehensive income — — — — ( 16 ) — ( 16 )

Dividends and dividend equivalents of $ 0.10 per common share and per restricted stock unit, net of estimated forfeitures

— — — ( 1,713 ) — — ( 1,713 )

Share-based compensation — — 481 — — — 481

Stock shares awarded, forfeited, or vested — — — — — 660 660

Balance, June 30, 2019

$ 4 $ 6,715 $ 13,117 $ 213,049 $ ( 97 ) $ ( 20,346 ) $ 212,442

See accompanying notes to unaudited condensed consolidated financial statements

13 unchanged sentences

All significant intercompany balances and transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements as of and for the quarter ended March 31, 2020, should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission (“SEC”).

These unaudited condensed consolidated financial statements as of and for the quarter ended June 30, 2020, should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission (“SEC”).

The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

15 unchanged sentences

Inventory consists of the following:

March 31, 2020 December 31, 2019

June 30, 2020 December 31, 2019

Finished goods $ 16,557 $ 16,654

33 unchanged sentences

The Company separately evaluates indefinite-lived intangible assets for impairment.

As of March 31, 2020, the Company determined that goodwill was not impaired.

As of June 30, 2020, the Company determined that goodwill was not impaired.

Fair Value of Financial Instruments.

11 unchanged sentences

The fair value of the Company’s debt is estimated based on current market interest rates for debt with similar maturities and credit quality.

The fair value of the Company’s debt was $ 102,591 and $ 42,534 at March 31, 2020 and December 31, 2019, respectively.

The financial statement carrying value of total debt was $ 94,555 (including unamortized loan fees) and $ 41,060 (including unamortized loan fees) at March 31, 2020 and December 31, 2019, respectively.

The fair value of the Company’s debt was $ 72,676 and $ 42,534 at June 30, 2020 and December 31, 2019, respectively.

The financial statement carrying value of total debt was $ 64,533 (including unamortized loan fees) and $ 41,060 (including unamortized loan fees) at June 30, 2020 and December 31, 2019, respectively.

These fair values are considered Level 2 under the fair value hierarchy.

16 unchanged sentences

The following table presents the Company’s sales by segment and major products and services:

Quarter Ended March 31,

Quarter Ended June 30, Year to Date Ended June 30,

2020 2019 2020 2019

Distillery Products

26 unchanged sentences

Balance at December 31, 2019

$ 1,850 $ — $ 1,850

Acquisitions 1,739 — 1,739

Balance at March 31, 2020 $ 3,589 $ — $ 3,589

(a) Includes $ 890 and $ 350 of trade names at March 31, 2020 and December 31 2019, respectively.

Balance at June 30, 2020

$ 3,589 $ — $ 3,589

(a) Includes $ 890 and $ 350 of trade names at June 30, 2020 and December 31, 2019, respectively.

Trade names are considered indefinite-lived intangible assets.

2 unchanged sentences

Description (a)

March 31, 2020 December 31, 2019

June 30, 2020 December 31, 2019

Credit Agreement - Revolver, 1.20 % (variable rate) due 2025

10 unchanged sentences

Less current maturities of long-term debt ( 408 ) ( 401 )

Long-term debt $ 94,151 $ 40,659

(a) Interest rates are as of March 31, 2020, except for the Previous Credit Agreement which is as of December 31, 2019.

Long-term debt and Credit Agreement - Revolver $ 64,125 $ 40,659

(a) Interest rates are as of June 30, 2020, except for the Previous Credit Agreement which is as of December 31, 2019.

(b) Loan fees are being amortized over the life of the Credit Agreement and Note Purchase Agreement.

1 unchanged sentence

On February 14, 2020, the Company entered into a new credit agreement (the "Credit Agreement") with multiple participants lead by Wells Fargo Bank, National Association ("Wells Fargo Bank") that matures on February 14, 2025.

The Credit Agreement replaces the Company's existing $ 150,000 Credit Agreement ("Previous Credit Agreement) with Wells Fargo Bank.

The Credit Agreement replaced the Company's $ 150,000 Credit Agreement ("Previous Credit Agreement) with Wells Fargo Bank.

The Credit Agreement provides for a $ 300,000 revolving credit facility.

1 unchanged sentence

The Company incurred $ 1,148 of new loan fees related to the Credit Agreement.

The Credit Agreement includes certain requirements and covenants, which the Company was in compliance with at March 31, 2020.

As of March 31, 2020, the Company’s total outstanding borrowings under the Credit Agreement were $ 55,000 leaving $ 245,000 available.

The Credit Agreement includes certain requirements and covenants, which the Company was in compliance with at June 30, 2020.

As of June 30, 2020, the Company’s total outstanding borrowings under the Credit Agreement were $ 25,000 leaving $ 275,000 available.

Note Purchase Agreements.

3 unchanged sentences

During 2019, the Company issued $ 20,000 of additional Senior Secured Notes with a maturity date of April 30, 2029.

The Note Purchase Agreement includes certain requirements and covenants, which the Company was in compliance with at March 31, 2020.

The Note Purchase Agreement includes certain requirements and covenants, which the Company was in compliance with at June 30, 2020.

The Company’s tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter.

1 unchanged sentence

The Company’s quarterly effective tax rate is subject to significant change due to the effect of discrete items arising in a given quarter.

Income tax expense for the quarter ended March 31, 2020, was $ 3,224 , for an effective tax rate of 24.7 percent.

The effective tax rate differed from the 21 percent federal statutory rate on pretax income, primarily due to state taxes, estimated increase in the Company's valuation allowance related to state income tax attributes, and the discrete tax impact of vested share-based awards, partially offset by federal and state credits, and the deduction applicable to income derived from export activity.

On March 11, 2020, the World Health Organization classified the novel strain of coronavirus ("COVID-19") a global pandemic.

Income tax expense for the quarter and year to date ended June 30, 2020, was $ 2,550 and $ 5,774 , respectively, for an effective tax rate of 23.1 percent and 24.0 percent, respectively.

The effective tax rate for quarter to date ended June 30, 2020 differed from the 21 percent federal statutory rate on pretax income, primarily due to state taxes, partially offset by state and federal tax credits and the deduction applicable to export activity.

Additionally, during the quarter ended June 30, 2020, the Company concluded the 2016 IRS examination of its federal income tax return, with minimal findings.

The effective tax rate for the year to date ended June 30, 2020, differed from the 21 percent federal statutory rate on pretax income, primarily due to state taxes, estimated increase in the Company's valuation allowance related to state income tax attributes, and the discrete tax impact of vested share-based awards, partially offset by federal and state credits, the deduction applicable to income derived from export activity.

Income tax expense for the quarter and year to date ended June 30, 2019, was $ 2,642 and $ 1,183 , respectively, for an effective tax rate of 25.0 percent and 6.3 percent, respectively.

The effective tax rate for quarter ended June 30, 2019, differed from the 21 percent federal statutory rate on pretax income, primarily due to state income taxes and certain compensation being subject to the deduction limitations applicable to public companies, partially offset by state and federal credits.

The effective tax rate

for the year to date ended June 30, 2019, differed from the 21 percent federal statutory rate on pretax income, primarily due to the tax impact of vested share-based awards, the tax impact of state and federal tax credits, partially offset by state taxes and certain compensation being subject to the compensation deduction limitations applicable for public companies.

In response to COVID-19, President Donald Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) on March 27, 2020.

The CARES Act along with other guidance issued by the IRS provides for numerous tax provisions and other stimulus measures, including temporary suspension of certain payment requirements for the employer portion of Social Security taxes, deferral of income tax payments until July 15, 2020, and technical corrections from prior tax legislation.

The Company anticipates it may potentially benefit from provisions within the CARES Act and other technical guidance.

MGP is reviewing the provisions and where certain tax provisions of the CARES Act and other related guidance are determined to be applicable to the Company, the tax impact and other related benefits will be recorded in the Company’s

financial statements in the period in which the legislation was enacted or the benefit incurred.

There was an income tax benefit for the quarter ended March 31, 2019, of $ 1,459 , for an effective tax rate of ( 17.7 ) percent.

The effective tax rate differed from the 21 percent federal statutory rate on pretax income, primarily due to the tax impact of vested share-based awards, the tax impact of state and federal tax credits, partially offset by state taxes and certain compensation being subject to the compensation deduction limitations applicable for public companies.

The Company is in the process of monetizing certain parts of the CARES Act and continues to monitor tax legislation for additional potential benefits available to the Company.

In particular, during quarter ended June 30, 2020, the Company either exercised or began the process to exercise its ability to defer portions of the Company's Social Security taxes, the Company's federal and in certain cases, state estimated income tax payments, along with technical changes under the CARES Act related to Qualified Improvement Property.

The effect of these changes, to the extent allowed under ASC 740, have been reflected in the quarter ended June 30, 2020 tax provision, and will most notably effect the income taxes payable balance.

Certain changes, however, will not be reflected in the quarter ended June 30, 2020 provision, as the rules under ASC 740 require waiting until an income tax method change is perfected.

The Company anticipates these additional changes will be reflected in the financial statements after the Company files its 2019 federal income tax return.

Equity and EPS

The computations of basic and diluted EPS:

Quarter Ended March 31,

Quarter Ended June 30, Year to Date Ended June 30,

2020 2019 2020 2019

Net income (a)

1 unchanged sentence

Income attributable to participating securities (b)

57 51 123 117

Net income attributable to common shareholders $ 8,433 $ 7,860 $ 18,209 $ 17,514

4 unchanged sentences

(a) Net income attributable to all shareholders.

(b) Participating securities included 116,127 and 112,865 unvested restricted stock units (“RSUs”), at March 31, 2020 and 2019, respectively.

(c) Under the two-class method, basic and diluted weighted average common shares at March 31, 2020 and 2019, exclude unvested participating securities.

(b) Participating securities included 116,127 and 112,865 unvested restricted stock units (“RSUs”), at June 30, 2020 and 2019, respectively.

(c) Under the two-class method, basic and diluted weighted average common shares at June 30, 2020 and 2019, exclude unvested participating securities.

Share Repurchase.

On February 25, 2019, our Board of Directors approved a $ 25,000 share repurchase authorization commencing February 27, 2019, through February 27, 2022.

Under the share repurchase program, we can repurchase stock from time to time for cash in open market purchases, block transactions, and privately negotiated transactions in accordance with applicable federal securities laws.

This share repurchase program may be modified, suspended, or terminated by us at any time without prior notice.

During the quarter ended March 31, 2020, the Company repurchased approximately 159,104 shares of MGP Common Stock for $ 4,053 , resulting in $ 20,947 remaining under the share repurchase plan.

On February 25, 2019, MGP's Board of Directors approved a $ 25,000 share repurchase authorization commencing February 27, 2019, through February 27, 2022.

Under the share repurchase program, the Company can repurchase stock from time to time for cash in open market purchases, block transactions, and privately negotiated transactions in accordance with applicable federal securities laws.

This share repurchase program may be modified, suspended, or terminated by the Company at any time without prior notice.

During year to date ended June 30, 2020, the Company repurchased approximately 159,104 shares of MGP Common Stock for $ 4,053 , resulting in $ 20,947 remaining under the share repurchase plan.

The shares were repurchased in multiple separate tranches with the final purchase concluding on March 16, 2020.

2 unchanged sentences

The Company accrues estimated costs for a contingency when management believes that a loss is probable and can be reasonably estimated.

In 2020, two putative class action lawsuits were filed in the United States District Court for District of Kansas, naming the Company and certain of its current and former executive officers as defendants, asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

The plaintiffs seek to purse claims on behalf of a class consisting of purchasers or acquirers of the Company's Common Stock during certain specified periods (the “Class Periods”).

The plaintiffs allege that, the defendant made false and/or misleading statements regarding the Company’s forecasts of sales of aged whiskey, and that, as a result the Company's Common Stock traded at artificially inflated prices throughout the Class Periods.

The plaintiffs seek compensatory damages and fees and costs, among other relief, but have not specified the amount of damages being sought in the action.

The Company intends to vigorously defend itself in these actions.

In May 2020, the Company was affected by a ransomware cyber-attack that temporarily disrupted production at its Atchison facilities.

The Company's financial information was not affected and there is no evidence that any sensitive or confidential company, supplier, customer or employee data was improperly accessed or extracted from our network.

The Company estimates that the ransomware attack adversely impacted gross profit by $ 1,728 , primarily as a result of the business

interruption.

The Company has insurance related to this event and is seeking to recover a portion, if not all, of any profit impact including the profit associated with any loss of revenue resulting from this event.

The Company will record insurance recovery when it is probable of collection.

Following the attack, MGP implemented a variety of measures to further enhance our cybersecurity protections and minimize the impact of any future attack.

In 2020, two putative class action lawsuit were filed in the United States District Court for District of Kansas, naming the Company and certain of its current and former executive officers as defendants, asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

The plaintiffs seek to pursue claims on behalf of a class consisting of purchasers or acquirers of the Company's Common Stock during certain specified periods (the “Class Periods”).

On May 28, 2020, the two lawsuits were consolidated and the Court appointed City of Miami Fire Fighters’ and Police Officers’ Retirement Trust as lead plaintiff.

The consolidated action is captioned In re MGP Ingredients, Inc.

Securities Litigation and the file is maintained under Master File No.

2:20-cv-2090-DDCJPO.

The plaintiffs allege that the defendants made false and/or misleading statements regarding the Company’s forecasts of sales of aged whiskey, and that, as a result the Company's Common Stock traded at artificially inflated prices throughout the Class Periods.

The plaintiffs seek compensatory damages, interest, attorneys’ fees, costs, and unspecified equitable relief, but have not specified the amount of damages being sought.

The Company intends to vigorously defend itself in this action.

On May 11, 2020, Mitchell Dorfman, a shareholder in MGP, filed an action in the United States District Court for the District of Kansas, under the caption Dorfman, derivatively on behalf of MGP Ingredients v.

Griffin, et al.

, Case 2:20-cv-02239.

On June 4, 2020, Justin Carter, a shareholder in MGP, filed an action in the United States District Court for the District of Kansas, under the caption Carter, derivatively on behalf of MGP Ingredients v.

Griffin, et al.

, Case 2:20-cv-02281.

On June 18, 2020, Alexandra Kearns, a shareholder in MGP, filed an action in the District Court of Atchison County, Kansas , under the caption Kearns, derivatively on behalf of MGP Ingredients v.

Griffin, et al.

, Case 2020-CV-000042 .

The defendants are certain of the Company’s current and former officers and directors.

The Company is a nominal defendant in each action.

Plaintiffs allege that the Company was damaged as a result of the conduct of the individual defendants alleged in the MGP Ingredients, Inc.

Securities Litigation , the repurchase of company stock at artificially inflated prices, and compensation paid to the individual defendants.

The Complaint in Dorfman asserts claims for violations of Sections 14(a), 10(b), and 20(a) of the Securities Exchange Act of 1934, breach of fiduciary duties, waste of corporate assets, and unjust enrichment.

The Complaint in Carter asserts claims for violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, breach of fiduciary duties, waste of corporate assets, and unjust enrichment.

The Petition in Kearns asserts claims for breach of fiduciary duties, waste of corporate assets, and unjust enrichment.

The pleadings pray for an award of compensatory damages, including interest, in favor of the Company, for equitable relief related to the Company’s corporate governance, for disgorgement of compensation, and for an award of attorneys’ fees and costs.

On July 13, 2020, defendants filed a Motion to Dismiss in Dorfman .

On July 16, 2020, the Kearns court entered an Order granting defendants until August 13, 2020 to file a motion to stay the action.

A chemical release occurred at the Company’s Atchison facility on October 21, 2016, which resulted in emissions venting into the air (“the Atchison Chemical Release”).

1 unchanged sentence

On May 29, 2019, federal charges for alleged violations of the Clean Air Act related to the Atchison Chemical Release were filed against the Company, along with another unaffiliated company.

As of October 28, 2019, the Company has reached a plea agreement with the Department of Justice pertaining to a negligent Clean Air Act violation pursuant to which the Company

agreed, among other things, to a fine in the amount of $ 1,000 , which is included as a component of Accounts payable in the Company’s Condensed Consolidated Balance Sheet as of March 31, 2020 and December 31, 2019.

The Company and the Department of Justice resolved the allegations through a Plea Agreement entered with the Court on November 18, 2019, pursuant to which the Company agreed, among other things, to plead guilty to a misdemeanor negligent violation of the Clean Air Act and pay a fine of $ 1,000 .

On May 27, 2020, the Court accepted the Plea Agreement and sentenced the Company to pay a fine of $ 1,000 consistent with the terms of the parties’ resolution.

The fine has been paid and the matter is terminated.

Private plaintiffs have also initiated, and additional private plaintiffs may initiate, legal proceedings for damages resulting from the Atchison Chemical Release, but the Company is currently unable to reasonably estimate the amount of any such damages that might result.

5 unchanged sentences

the Employee Equity Incentive Plan of 2014 (the “2014 Plan”) and the Non-Employee Director Equity Incentive Plan (the “Directors’ Plan”).

As of March 31, 2020, 421,220 RSUs had been granted of the 1,500,000 shares approved under the 2014 Plan, and 89,840 shares had been granted of the 300,000 shares approved under the Directors’ Plan.

As of March 31, 2020, there were 124,767 unvested RSUs under the Company’s long-term incentive plans and 116,127 were participating securities (Note 6).

As of June 30, 2020, 421,220 RSUs had been granted of the 1,500,000 shares approved under the 2014 Plan, and 89,840 shares had been granted of the 300,000 shares approved under the Directors’ Plan.

As of June 30, 2020, there were 124,577 unvested RSUs under the Company’s long-term incentive plans and 116,127 were participating securities (Note 6).

Deferred Compensation Plan.

1 unchanged sentence

The Company’s obligations under this plan will change in conjunction with the performance of the participants’ investments, along with contributions to and withdrawals from the plan.

Realized and unrealized gains (losses) on deferred compensation plan investments were included as a component of Interest expense, net and other in the Company’s Condensed Consolidated Statements of Income for the quarter ended March 31, 2020.

For the quarter ended March 31, 2020, the Company had a loss on deferred compensation plan investments of $ 164 and for the quarter ended March 31, 2019, the Company had a gain on deferred compensation plan investments of $ 27 .

For quarter and year to date ended June 30, 2020, the Company had a gain on deferred compensation plan investments of $ 331 and $ 167 , respectively.

For quarter and year to date ended June 30, 2019, the Company had a gain on deferred compensation plan investments of $ 53 and $ 80 , respectively.

Plan investments are classified as Level 1 in the fair value hierarchy since the investments trade with sufficient frequency and volume to enable the Company to obtain pricing information on an ongoing basis.

2 unchanged sentences

STI plan deferral were deposited, at the time of payment, into the EDC Plan by the Company and allocated by participants among Company-determined investment options

At March 31, 2020 and December 31, 2019, the EDC Plan investments were $ 1,179 and $ 1,185 , respectively, which were recorded in Other assets on the Company’s Condensed Consolidated Balance Sheets.

The EDC Plan non-current liabilities were $ 1,411 and $ 1,337 at March 31, 2020 and December 31, 2019, respectively, were included in Other noncurrent liabilities on the Company’s Condensed Consolidated Balance Sheets.

At June 30, 2020 and December 31, 2019, the EDC Plan investments were $ 1,516 and $ 1,185 , respectively, which were recorded in Other assets on the Company’s Condensed Consolidated Balance Sheets.

The EDC Plan non-current liabilities were $ 1,938 and $ 1,337 at June 30, 2020 and December 31, 2019, respectively, were included in Other noncurrent liabilities on the Company’s Condensed Consolidated Balance Sheets.

Operating Segments

At March 31, 2020 and 2019, the Company had two segments:

At June 30, 2020 and 2019, the Company had two segments:

Distillery Products and Ingredient Solutions.

6 unchanged sentences

All other assets are considered as Corporate.

Quarter Ended March 31,

Quarter Ended June 30, Year to Date Ended June 30,

2020 2019 2020 2019

Sales to Customers

16 unchanged sentences

The following table allocates assets to each segment as of:

March 31, 2020 December 31, 2019

June 30, 2020 December 31, 2019

Identifiable Assets

4 unchanged sentences

Subsequent Events

On April 28, 2020, the Company’s Board of Directors declared a quarterly dividend payable to stockholders of record as of May 22, 2020, of the Company’s Common Stock, and a dividend equivalent payable to holders of certain RSUs as of May 22, 2020, of $ 0.12 per share and per unit, payable on June 5, 2020.

Effects of COVID-19.

As of the date of this report, the Company's operations have not been significantly affected by COVID-19;

however we are monitoring the situation closely.

Due to the unprecedented circumstances resulting from this pandemic, we are unable to reasonably estimate the impact this pandemic will have on our business in future periods and will continue to monitor the rapidly changing situation and its potential impact on our consolidated results.

On July 28, 2020, the Company’s Board of Directors declared a quarterly dividend payable to stockholders of record as of August 21, 2020, of the Company’s Common Stock, and a dividend equivalent payable to holders of certain RSUs as of August 21, 2020, of $ 0.12 per share and per unit, payable on September 4, 2020.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements