UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
Amendment No. 1
| [ X ] | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2014 |
OR
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from __________ to __________ |
Commission File Number 1-16681
THE LACLEDE GROUP, INC.
(Exact name of registrant as specified in its charter)
Missouri (State of Incorporation) | 74-2976504 (I.R.S. Employer Identification number) |
720 Olive Street St. Louis, MO 63101 (Address and zip code of principal executive offices) 314-342-0500 (Registrant’s telephone number, including area code) | |
Indicate by check mark if the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report) and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ X ] | Accelerated filer | [ ] | ||
| Non-accelerated filer | [ ] | Smaller reporting company | [ ] | ||
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
As of April 25, 2014, there were 32,785,833 shares of the registrant’s Common Stock, par value $1.00 per share, outstanding.
EXPLANATORY NOTE
The Laclede Group, Inc. ("Company") is filing this Amendment No. 1 ("Amendment No. 1") to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, originally filed with the Securities and Exchange Commission ("SEC") on April 29, 2014 (the "Original Filing"), solely to revise the disclosure set forth in Part I, Item 4 under the heading "Controls and Procedures." For the convenience of the reader, this Amendment No. 1 amends and restates Part I, Item 4 in its entirety.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 contains new certifications (filed as exhibits hereto) by our Chief Executive Officer and Chief Financial Officer required pursuant to Rule 13a-14(a) under the Exchange Act and 18 U.S.C. Section 1350. Accordingly, this Amendment No. 1 amends and restates Part II, Item 6 to reflect the filing of these currently dated certifications.
Except as described above, this Amendment No. 1 does not amend, update or change any other items or disclosures contained in the Original Filing as amended by this Amendment No. 1, including the previously reported financial statements and other financial disclosures included in the Original Filing, and accordingly, this Amendment No. 1 does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and our other filings with the SEC.
PART I. FINANCIAL INFORMATION
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15e and Rule 15d-15e under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.
SEC guidance permits the exclusion of an evaluation of the effectiveness of a registrant's disclosure controls and procedures as they relate to the internal control over financial reporting for an acquired business during the first year following such acquisition. Effective September 1, 2013, we acquired Missouri Gas Energy (“MGE”). MGE’s business constitutes 39 percent and 28 percent of net and total assets, respectively, and 34 percent of revenues of the consolidated financial statement amounts as of and for the six months ended March 31, 2014. Management's evaluation and conclusion as to the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report excludes any evaluation of the internal control over financial reporting of MGE.
Changes in Internal Control over Financial Reporting
As a result of the acquisition of MGE mentioned above, the Company is evaluating and implementing changes to processes, policies and other components of its internal control over financial reporting with respect to the consolidation of MGE’s operations into the Company’s financial statements. Management continues to be engaged in substantial efforts to evaluate the effectiveness of our internal control procedures and the design of those control procedures relating to MGE. Except for the activities described above, there were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 6. Exhibits
| (a) | See Exhibit Index |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| The Laclede Group, Inc. | ||||
| Dated: | May 15, 2014 | By: | /s/ Steven P. Rasche | |
| Steven P. Rasche | ||||
| Executive Vice President, Chief Financial Officer | ||||
| (Authorized Signatory and Principal Accounting Officer) | ||||
INDEX TO EXHIBITS
| Exhibit No. | ||
| 10.1* | - | First Amendment to Loan Agreement, dated as of April 28, 2014, among The Laclede Group, Inc. and the several banks parties thereto, including Wells Fargo Bank, National Association as Administrative Agent. |
| 12* | - | Ratio of Earnings to Fixed Charges. |
| 31 | - | CEO and CFO Certifications under Exchange Act Rule 13a – 14(a). |
| 32 | - | CEO and CFO Section 1350 Certifications. |
| 101.INS* | - | XBRL Instance Document. (1) |
| 101.SCH* | - | XBRL Taxonomy Extension Schema. (1) |
| 101.CAL* | - | XBRL Taxonomy Extension Calculation Linkbase. (1) |
| 101.DEF* | - | XBRL Taxonomy Definition Linkbase. (1) |
| 101.LAB* | - | XBRL Taxonomy Extension Labels Linkbase. (1) |
| 101.PRE* | - | XBRL Taxonomy Extension Presentation Linkbase. (1) |
* Filed or furnished with the Original Filing of the Quarterly Report on Form 10-Q.
| (1) | Attached as Exhibit 101 to the Original Filing of the Quarterly Report on Form 10-Q were the following documents formatted in extensible business reporting language (XBRL): (i) Document and Entity Information; (ii) unaudited Statements of Consolidated Income for the three and six months ended March 31, 2014 and 2013; (iii) unaudited Statements of Consolidated Comprehensive Income for the three and six months ended March 31, 2014 and 2013; (iv) unaudited Consolidated Balance Sheets at March 31, 2014, September 30, 2013 and March 31, 2013; (v) unaudited Statements of Consolidated Cash Flows for the six months ended March 31, 2014 and 2013, and (vi) Notes to the unaudited Consolidated Financial Statements. We also make available on our website the Interactive Data Files submitted as Exhibit 101 to this Quarterly Report. |