What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-10-27 compared with 2023-07-28 · 79 added, 72 removed, 190 unchanged (44% of the section changed)

2 unchanged sentences

Forward-Looking Statements

This report contains forward-looking statements, within the meaning of the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect our expectation or belief concerning future events that involve risks and uncertainties.

This report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect our expectation or belief concerning future events that involve risks and uncertainties.

These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "forecast," "outlook," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," or the negative thereof or variations thereon or similar expressions generally intended to identify forward-looking statements.

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Factors that may affect our forward-looking statements include, among other things:

(1) adverse impacts to our business operations due to the global COVID-19 pandemic and our ability to predict the full extent of such impacts;

(1) adverse impacts to our business operations due to pandemics, epidemics or other public health emergencies;

(2) our ability to manage risks associated with our sales to customers and manufacturing operations outside the United States;

26 unchanged sentences

Our three reportable segments are strategic businesses that offer products and services to different markets:

Human Nutrition & Health, Animal Nutrition & Health, and Specialty Products, as more fully described in Note 11, Segment Information , of the condensed consolidated financial statements.

Human Nutrition & Health, Animal Nutrition & Health, and Specialty Products.

Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated".

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We are very proud of our ESG accomplishments to date and will continue to foster these fundamental principles broadly along our entire value chain, develop new ideas and technologies that help us work smarter, and help build a world that is a better place to live.

As of June 30, 2023, we employed approximately 1,284 fu ll time employees worldwide.

As of September 30, 2023, we employed approximately 1,297 fu ll time employees worldwide.

Although we are facing challenging labor markets, we believe that we have been successful in attracting skilled, experienced, and diverse personnel in a competitive environment and that our human capital resources are adequate to perform all business functions.

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We sell products for all three segments through our own sales force, independent distributors, and sales agents.

The following tables summarize consolidated net sales by segment and business segment earnings from operations for the three and six months ended June 30, 2023 and 2022:

The following tables summarize consolidated net sales by segment and business segment earnings from operations for the three and nine months ended September 30, 2023 and 2022:

Business Segment Net Sales Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

6 unchanged sentences

Business Segment Earnings From Operations Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

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Unallocated corporate expenses consist of:

(i) Transaction and integration costs, ERP implementation costs, and unallocated legal fees totaling $651 and $1,216 for the three and six months ended June 30, 2023, respectively, and $872 and $1,176 for the three and six months ended June 30, 2022, respectively, and (ii) Unallocated amortization expense of $0 and $312 for the three and six months ended June 30, 2023, and $741 and $1,479 for the three and six months ended June 30, 2022, respectively, related to an intangible asset in connection with a company-wide ERP system implementation.

Results of Operations - Three Months Ended June 30, 2023 and 2022

Three Months Ended June 30, Increase

(i) Transaction and integration costs and unallocated legal fees totaling $384 and $1,600 for the three and nine months ended September 30, 2023, respectively, and $1,640 and $2,816 for the three and nine months ended September 30, 2022, respectively, and (ii) Unallocated amortization expense of $0 and $312 for the three and nine months ended September 30, 2023, and $734 and $2,213 for the three and nine months ended September 30, 2022, respectively, related to an intangible asset in connection with a company-wide ERP system implementation.

Results of Operations - Three Months Ended September 30, 2023 and 2022

Three Months Ended September 30, Increase

(in thousands) 2023 2022 % Change

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Net earnings $ 29,075 $ 25,249 $ 3,826 15.2 %

Three Months Ended June 30, Increase

Three Months Ended September 30, Increase

(in thousands) 2023 2022 % Change

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Total $ 229,948 $ 244,267 $ (14,319) (5.9) %

• The increase in net sales within the Human Nutrition & Health segment for the second quarter of 2023 as compared to the second quarter of 2022 was primarily driven by the contribution from recent acquisitions, partially offset by lower sales within food and beverage markets and the minerals and nutrients business.

Total sales for this segment grew 3.1%, with average selling prices contributing 5.8%, the change in foreign currency exchange rates contributing 0.1%, and volume and mix contributing -2.8%.

• The decrease in net sales within the Animal Nutrition & Health segment for the second quarter of 2023 compared to the second quarter of 2022 was driven by lower sales in monogastric markets, partially offset by higher sales in the ruminant species markets.

Total sales for this segment decreased by 2.0%, with average selling prices contributing -1.6%, volume and mix contributing -1.0%, and the change in foreign currency exchange rates contributing 0.6%.

• The decrease in net sales within the Specialty Products segment for the second quarter of 2023 compared to the second quarter of 2022 was due to lower sales in both the plant nutrition and performance gases businesses.

Total sales for this segment decreased by 10.7%, with volume and mix contributing -15.9%, the change in foreign currency exchange rates contributing 0.5%, and average selling prices contributing 4.7%.

• The increase in net sales within the Human Nutrition & Health segment for the third quarter of 2023 as compared to the third quarter of 2022 was primarily driven by higher sales within the minerals and nutrients business, the incremental contribution of the Bergstrom acquisition, and a favorable impact related to changes in foreign currency exchange rates, partially offset by lower sales within food and beverage markets.

Total sales for this segment grew 1.3%, with volume and mix contributing 2.6%, the change in foreign currency exchange rates contributing 0.6%, and average selling prices contributing -2.0%.

• The decrease in net sales within the Animal Nutrition & Health segment for the third quarter of 2023 compared to the third quarter of 2022 was driven by lower sales in both the ruminant and monogastric species markets, partially offset by a favorable impact related to changes in foreign currency exchange rates.

Total sales for this segment decreased by 17.8%, with volume and mix contributing -15.2%, average selling prices contributing -4.8%, and the change in foreign currency exchange rates contributing 2.2%.

• The increase in net sales within the Specialty Products segment for the third quarter of 2023 compared to the third quarter of 2022 was due to higher sales in the plant nutrition business and a favorable impact related to changes in foreign currency exchange rates, partially offset by lower sales in the performance gases business.

Total sales for this segment increased by 1.2%, with average selling prices contributing 3.4%, the change in foreign currency exchange rates contributing 2.4%, and volume and mix contributing -4.5%.

• Sales relating to Other decreased from the prior year due to lower demand.

• Sales may fluctuate in future periods based on macroeconomic conditions, competitive dynamics, changes in customer preferences, and our ability to successfully introduce new products to the market.

Three Months Ended June 30, Increase

Three Months Ended September 30, Increase

(in thousands) 2023 2022 % Change

1 unchanged sentence

% of net sales 33.3 % 28.0 %

Gross margin dollars increased in the second quarter of 2023 compared to the second quarter of 2022 due to higher average selling prices and a decrease in cost of goods sold of $10,914.

Gross margin dollars increased in the third quarter of 2023 compared to the third quarter of 2022 due to higher average selling prices and a decrease in cost of goods sold of $22,433.

The 12.8% decrease in cost of goods sold was mainly driven by certain lower manufacturing input costs.

Operating Expenses

Three Months Ended June 30, Increase

Three Months Ended September 30, Increase

(in thousands) 2023 2022 % Change

1 unchanged sentence

% of net sales 14.3 % 14.2 %

The increase in operating expenses in the second quarter of 2023 compared to the second quarter of 2022 was primarily due to restructuring-related impairment and asset disposal charges of $6,146, incremental operating expenses related to the acquisitions of Kappa and Bergstrom of $3,210, and an increase in amortization of $691, partially offset by favorable adjustments to transaction costs of $8,000.

The decrease in operating expenses in the third quarter of 2023 compared to the third quarter of 2022 was primarily due to reduced transaction and integration-related costs of $4,708, partially offset by a restructuring-related impairment charge of $1,618 and higher compensation-related expenses of $1,576.

Earnings from Operations

Three Months Ended June 30, Increase

Three Months Ended September 30, Increase

(in thousands) 2023 2022 % Change

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% of net sales (operating margin) 19.0 % 13.8 %

• Human Nutrition & Health segment earnings from operations increased $3,794.

Gross margin contribution from incremental sales was $6,792, which was partially offset by an increase in operating expenses of $2,996, primarily due to restructuring-related impairment and asset disposal charges of $4,769, incremental operating expenses related to the Kappa and Bergstrom acquisitions of $3,133, and higher amortization of $1,207, partially offset by favorable adjustments to transaction costs of $6,400.

• Animal Nutrition & Health segment earnings from operations increased $76.

Gross margin contribution was $96, which was offset by a slight increase in operating expenses of $21, primarily due to restructuring-related impairment charges of $1,088, partially offset by favorable adjustments to transaction costs of $1,600.

• Specialty Products segment earnings from operations decreased $621, primarily driven by lower sales volumes, partially offset by higher average selling prices and lower manufacturing input costs.

• The decrease in Other and unallocated was primarily driven by the aforementioned lower sales.

• Human Nutrition & Health segment earnings from operations increased $10,691 and the gross margin contribution was $10,110.

In addition, operating expenses decreased by $578, primarily due to a favorable adjustment to transaction costs of $2,800, partially offset by a restructuring-related impairment charge of $1,262 and increased compensation-related expenses of $625.

• Animal Nutrition & Health segment earnings from operations decreased $2,966.

Gross margin decreased $2,367.

In addition, operating expenses increased by $598, primarily due to increased compensation-related expenses of $586 and a restructuring-related impairment charge of $356, partially offset by a favorable adjustment to transaction costs of $700.

• Specialty Products segment earnings from operations increased $1,635, primarily driven by higher average selling prices and lower manufacturing input costs.

• The increase in Other and unallocated was primarily driven by lower unallocated corporate expenses, partially offset by the aforementioned lower sales.

Other Expenses

Three Months Ended June 30, Increase

Three Months Ended September 30, Increase

(in thousands) 2023 2022 % Change

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$ 7,139 $ 2,540 $ 4,599 181.1 %

Interest expense for the three months ended June 30, 2023 and 2022 was primarily related to outstanding borrowings under the 2022 Credit Agreement.

The increase of $4,203 in interest expense is due to the additional borrowings in connection with the acquisitions and higher interest rates.

Interest expense for the three months ended September 30, 2023 and 2022 was primarily related to outstanding borrowings under the 2022 Credit Agreement.

The increase of $2,952 in interest expense is due to higher interest rates.

Income Tax Expense

Three Months Ended June 30, Increase

Three Months Ended September 30, Increase

(in thousands) 2023 2022 % Change

1 unchanged sentence

Effective tax rate 20.3 % 18.8 %

The decrease in the effective tax rate was primarily due to certain lower state taxes and higher tax benefits from stock-based compensation.

Results of Operations - Six Months Ended June 30, 2023 and 2022

Six Months Ended June 30, Increase

The increase in the effective tax rate was primarily due to certain higher state taxes and lower tax benefits from stock-based compensation.

Results of Operations - Nine Months Ended September 30, 2023 and 2022

Nine Months Ended September 30, Increase

(in thousands) 2023 2022 % Change

6 unchanged sentences

Net earnings $ 81,895 $ 83,961 $ (2,066) (2.5) %

Six Months Ended June 30, Increase

Nine Months Ended September 30, Increase

(in thousands) 2023 2022 % Change

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Total $ 693,740 $ 709,827 $ (16,087) (2.3) %

• The increase in net sales within the Human Nutrition & Health segment for the six months ended June 30, 2023 as compared to 2022 was primarily driven by the contribution from recent acquisitions, partially offset by lower sales within food and beverage markets and the minerals business.

Total sales for this segment grew 5.6%, with average selling prices contributing 8.7% and volume and mix contributing -3.1%.

• The decrease in net sales within the Animal Nutrition & Health segment for the for the six months ended June 30, 2023 as compared to 2022 was driven by lower sales in monogastric markets and an unfavorable impact related to changes in foreign currency exchanges rates, partially offset by higher sales in the ruminant species markets.

Total sales for this segment decreased by 4.3%, with volume and mix contributing -5.6%, the change in foreign currency exchange rates contributing -0.4%, and average selling prices contributing 1.7%.

• The decrease in net sales within the Specialty Products segment for the six months ended June 30, 2023 as compared to 2022 was primarily due to lower sales in both the plant nutrition and performance gases businesses, and an unfavorable impact related to changes in foreign currency exchange rates.

• The increase in net sales within the Human Nutrition & Health segment for the nine months ended September 30, 2023 as compared to 2022 was primarily driven by the contribution from recent acquisitions and a favorable impact related to changes in foreign currency exchange rates, partially offset by lower sales within food and beverage markets and the minerals and nutrients business.

Total sales for this segment grew 4.0%, with average selling prices contributing 4.8%, the change in foreign currency exchange rates contributing 0.2%, and volume and mix contributing -1.0%.

• The decrease in net sales within the Animal Nutrition & Health segment for the nine months ended September 30, 2023 as compared to 2022 was primarily driven by lower sales in the monogastric market, partially offset by incremental sales related to the Bergstrom acquisition, and a favorable impact related to changes in foreign currency exchange rates.

Total sales for this segment decreased by 8.8%, with volume and mix contributing -8.8%, average selling prices contributing -0.4%, and the change in foreign currency exchange rates contributing 0.5%.

• The decrease in net sales within the Specialty Products segment for the nine months ended September 30, 2023 as compared to 2022 was primarily due to lower sales in both the plant nutrition and performance gases businesses, partially offset by a favorable impact related to changes in foreign currency exchange rates.

Total sales for this segment decreased by 4.7%, with volume and mix contributing -11.1%, the change in foreign currency exchange rates contributing 0.4%, and average selling prices contributing 6.0%.

• Sales relating to Other decreased from the prior year due to lower demand.

• Sales relating to Other decreased from the prior year primarily due to lower demand.

Six Months Ended June 30, Increase

Nine Months Ended September 30, Increase

(in thousands) 2023 2022 % Change

1 unchanged sentence

% of net sales 32.7 % 29.8 %

Gross margin dollars increased in the six months ended June 30, 2023 as compared to 2022 due to higher average selling prices and a decrease in cost of goods sold of $8,905.

Gross margin dollars increased in the nine months ended September 30, 2023 as compared to 2022 due to higher average selling prices and a decrease in cost of goods sold of $31,338.

The 6.3% decrease in cost of goods sold was mainly driven by certain lower manufacturing input costs.

Operating Expenses

Six Months Ended June 30, Increase

Nine Months Ended September 30, Increase

(in thousands) 2023 2022 % Change

1 unchanged sentence

% of net sales 15.3 % 14.1 %

The increase in operating expenses in the six months ended June 30, 2023 as compared to 2022 was primarily due to the incremental operating expenses related the Kappa and Bergstrom acquisitions of $6,561, restructuring-related impairment and asset disposal charges of $6,146, and higher amortization of $1,728, partially offset by favorable adjustments to transaction costs of $6,400.

The increase in operating expenses in the nine months ended September 30, 2023 as compared to 2022 was primarily due to restructuring-related impairment and asset disposal charges of $7,764, incremental operating expenses related to the Kappa and Bergstrom acquisitions of $7,099, and higher compensation-related expenses of $1,306, partially offset by reduced transaction and integration-related costs of $10,625.

Earnings from Operations

Six Months Ended June 30, Increase

Nine Months Ended September 30, Increase

(in thousands) 2023 2022 % Change

5 unchanged sentences

% of net sales (operating margin) 17.4 % 15.8 %

• Human Nutrition & Health segment earnings from operations increased $1,926.

Gross margin contribution from incremental sales was $9,599, which was partially offset by an increase in operating expenses of $7,671, primarily due to the incremental operating expenses related to the Kappa and Bergstrom acquisitions of $6,395, and restructuring-related impairment and asset disposal charges of $4,769, partially offset by favorable adjustments to transaction costs of $5,120.

• Human Nutrition & Health segment earnings from operations increased $12,617 and the gross margin contribution was $19,709.

This was partially offset by an increase in operating expenses of $7,093, primarily due to the incremental operating expenses related to the Kappa and Bergstrom acquisitions of $6,902 and restructuring-related impairment and asset disposal charges of $6,031, partially offset by favorable adjustments to transaction costs of $7,920.

• Animal Nutrition & Health segment earnings from operations decreased $4,713.

Gross margin decreased $3,576 primarily due to lower sales.

Additionally, operating expenses for this segment increased by $538, which was largely related to restructuring-related impairment charges of $1,088, higher amortization of $247, and an increase in travel expenses of $208, partially offset by favorable adjustments to transaction costs of $1,280.

• Specialty Products segment earnings from operations decreased $436, which was primarily driven by the aforementioned lower sales, partially offset by a 850 basis point increase in gross margin as a percent of sales.

Additionally, operating expenses for this segment increased by $1,136, which was largely related to restructuring-related impairment charges of $1,444, higher compensation-related costs of $529, an increase in amortization of $363, and incremental operating expenses related to the Bergstrom acquisition of $197, partially offset by favorable adjustments to transaction costs of $1,980.

• Specialty Products segment earnings from operations increased $1,199, which was primarily driven by a 434 basis point increase in gross margin as a percent of sales.

The increase in gross margin was due to higher average selling prices and decreases in certain manufacturing input costs.

• The decrease in Other and unallocated was primarily driven by the aforementioned lower sales.

The increase was partially offset by an increase in operating expenses of $776, primarily driven by higher compensation-related expenses of $1,114.

• The decrease in Other and unallocated was primarily driven by the aforementioned lower sales, partially offset by decreases of unallocated corporate expenses.

Other Expenses

Six Months Ended June 30, Increase

Nine Months Ended September 30, Increase

(in thousands) 2023 2022 % Change

2 unchanged sentences

$ 16,864 $ 3,908 $ 12,956 331.5 %

Interest expense for the six months ended June 30, 2023 and 2022 was primarily related to outstanding borrowings under the 2022 Credit Agreement.

Interest expense for the nine months ended September 30, 2023 and 2022 was primarily related to outstanding borrowings under the 2022 Credit Agreement.

The increase of $12,175 in interest expense is due to the additional borrowings in connection with the acquisitions and higher interest rates.

Income Tax Expense

Six Months Ended June 30, Increase

Nine Months Ended September 30, Increase

(in thousands) 2023 2022 % Change

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Liquidity and Capital Resources

During the six months ended June 30, 2023, there were no material changes outside the ordinary course of business in the specified contractual obligations set forth in our Annual Report on Form 10-K for the year ended December 31, 2022.

During the nine months ended September 30, 2023, there were no material changes outside the ordinary course of business in the specified contractual obligations set forth in our Annual Report on Form 10-K for the year ended December 31, 2022.

We expect our operations to continue generating sufficient cash flow to fund working capital requirements and necessary capital investments.

1 unchanged sentence

We could seek additional bank loans or access to financial markets to fund such acquisitions, our operations, working capital, necessary capital investments or other cash requirements should we deem it necessary to do so.

Cash and cash equivalents increased to $66,856 at June 30, 2023 from $66,560 at December 31, 2022.

At June 30, 2023, the Company had $58,626 of cash and cash equivalents held by foreign subsidiaries.

Cash and cash equivalents increased to $76,952 at September 30, 2023 from $66,560 at December 31, 2022.

At September 30, 2023, the Company had $65,475 of cash and cash equivalents held by foreign subsidiaries.

We presently intend to permanently reinvest these funds in foreign operations by continuing to make additional plant related investments, and potentially invest in partnerships or acquisitions;

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operations, we could be required to pay additional withholding taxes to repatriate these funds.

Working capital was $222,148 at June 30, 2023 as compared to $195,761 at December 31, 2022, an increase of $26,387.

Cash at June 30, 2023 reflects net repayments on the revolving loan of $35,000, the payment of declared dividends in 2023 of $22,869, and capital expenditures and intangible assets acquired of $17,952.

Three Months Ended June 30, Increase

Working capital was $233,184 at September 30, 2023 as compared to $195,761 at December 31, 2022, an increase of $37,423.

Cash at September 30, 2023 reflects net repayments on the revolving loan of $60,000, capital expenditures and intangible assets acquired of $26,317, and payment of declared dividends in 2023 of $22,872.

Nine Months Ended September 30, Increase

(in thousands) 2023 2022 % Change

1 unchanged sentence

Cash flows used in investing activities (22,948) (401,525) 378,577 94.3 %

Cash flows used in financing activities (58,077) 239,694 (297,771) 124.2 %

Cash flows (used in) provided by

financing activities (83,175) 268,080 (351,255) 131.0 %

Operating Activities

2 unchanged sentences

We continue to invest in corporate projects, improvements across all production facilities, and intangible assets.

Total investments in property, plant and equipment and inta ngible assets were $17,952 and $20,799 f or the six months ended June 30, 2023 and 2022, respectively.

Total investments in property, plant and equipment and inta ngible assets were $26,317 and $35,793 f or the nine months ended September 30, 2023 and 2022, respectively.

In 2022, we completed the acquisitions of Kappa and Bergstrom.

Cash paid for these acquisitions, net of cash acquired, amounted to $1,252 and $365,780, for the nine months ended September 30, 2023 and 2022, respectively.

Financing Activities

During 2023, we borrowed $13,000 under the 2022 Credit Agreement and made total loan payments of $48,000, resulting in $144,431 available under the 2022 Credit Agreement as of June 30, 2023.

During 2023, we borrowed $18,000 under the 2022 Credit Agreement and made total loan payments of $78,000, resulting in $169,431 available under the 2022 Credit Agreement as of September 30, 2023.

We have an approved stock repurchase program.

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Share repurchases are funded with existing cash on hand.

Proceeds from stock options exercised were $3,826 and $1,328 for the six months ended June 30, 2023 and 2022, respectively.

Dividend payments were $22,869 and $20,704 for the six months ended June 30, 2023 and 2022, respectively.

Proceeds from stock options exercised were $3,888 and $2,172 for the nine months ended September 30, 2023 and 2022, respectively.

Dividend payments were $22,872 and $20,708 for the nine months ended September 30, 2023 and 2022, respectively.

Other Matters Impacting Liquidity

We currently provide postretirement benefits in the form of two retirement medical plans, as discussed in Note 15, Employee Benefit Plans .

The liabil ity recorded in "Other long-term liabilities" on the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022 was $1,419 and $1,465, respectively, an d the plans are not funded.

The liabil ity recorded in "Other long-term liabilities" on the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 was $1,462 and $1,465, respectively, an d the plans are not funded.

Historical cash payments made under these plans have typically been less than $200 per year.

2 unchanged sentences

The plan provides for the payment of a lump sum at retirement or payments in case of death of the covered employees.

The amount recorded for these obligations on our balance sheets as of June 30, 2023 and December 31, 2022 were $392 and $393, respectively, and were included in "Other long-term obligations."

The amount recorded for these obligations on our balance sheets as of September 30, 2023 and December 31, 2022 were $379 and $393, respectively, and were included in "Other long-term obligations."

We provide an unfunded, nonqualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees.

1 unchanged sentence

They are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company.

The deferred compensation liability as of June 30, 2023 and December 31, 2022 was $9,618 and $8,527, respectively, and is included in "Other long-term obligations" on the condensed consolidated balance sheets.

The related rabbi trust assets were $9,635 and $8,547 as of June 30, 2023 and December 31, 2022, respectively, and were included in "Other non-current assets" on the condensed consolidated balance sheets.

The deferred compensation liability as of September 30, 2023 and December 31, 2022 was $9,594 and $8,527, respectively, and is included in "Other long-term obligations" on the condensed consolidated balance sheets.

The related rabbi trust assets were $9,613 and $8,547 as of September 30, 2023 and December 31, 2022, respectively, and were included in "Other non-current assets" on the condensed consolidated balance sheets.

Significant Accounting Policies

There were no changes to our Significant Accounting Policies, as described in its December 31, 2022 Annual Report on Form 10 - K, during the six months ended June 30, 2023.

There were no changes to our Significant Accounting Policies, as described in its December 31, 2022 Annual Report on Form 10 - K, during the nine months ended September 30, 2023.

Related Party Transactions

We were engaged in related party transactions with St.

Gabriel CC Company, LLC during the three and six months ended June 30, 2023.

Gabriel CC Company, LLC during the three and nine months ended September 30, 2023.

Refer to Note 18, Related Party Transactions .

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 2. Management’s Discussion and Analysis