What changed in this filing

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Item 1. Financial Statements

2023-05-04 compared with 2022-11-03 · 115 added, 314 removed, 383 unchanged (53% of the section changed)

3 unchanged sentences

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

Quarter Ended September 30, Year to Date Ended September 30,

2022 2021 2022 2021

Quarter Ended March 31,

Sales $ 201,010 $ 195,235

3 unchanged sentences

Selling, general, and administrative expenses 20,532 16,237

Other operating (income) expense, net 1 11 ( 34 ) 11

Operating income 41,559 50,080

4 unchanged sentences

Net income 31,032 37,371

Net (income) loss attributable to noncontrolling interest 180 203 444 279

Net loss attributable to noncontrolling interest 39 66

Net income attributable to MGP Ingredients, Inc.

2 unchanged sentences

Net income used in earnings per common share calculation $ 30,760 $ 37,119

Share information:

Basic weighted average common shares 22,008,381 21,981,201 22,000,026 20,293,818

Diluted weighted average common shares 22,228,814 21,981,201 22,000,026 20,293,818

Basic Earnings Per Common Share $ 1.07 $ 1.08 $ 3.91 $ 2.91

Diluted Earnings Per Common Share $ 1.06 $ 1.08 $ 3.91 $ 2.91

Weighted average common shares

Basic 22,040,224 21,989,100

Diluted 22,072,271 21,989,100

Earnings per common share

Basic $ 1.40 $ 1.69

Diluted $ 1.39 $ 1.69

See accompanying notes to unaudited condensed consolidated financial statements

2 unchanged sentences

(Dollars in thousands)

Quarter Ended September 30, Year to Date Ended September 30,

2022 2021 2022 2021

Quarter Ended March 31,

Net income attributable to MGP Ingredients, Inc.

$ 31,071 $ 37,437

Other comprehensive loss, net of tax:

Unrealized loss on foreign currency translation adjustment ( 467 ) ( 141 ) ( 1,116 ) ( 134 )

Other comprehensive income (loss), net of tax:

Unrealized gain (loss) on foreign currency translation adjustment 175 ( 219 )

Change in Company-sponsored post-employment benefit plan ( 107 ) ( 13 )

Other comprehensive loss ( 543 ) ( 230 ) ( 1,218 ) ( 174 )

Other comprehensive income (loss) 68 ( 232 )

Comprehensive income attributable to MGP Ingredients, Inc.

5 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

September 30, 2022 December 31, 2021

(Unaudited) (Dollars in thousands)

March 31, 2023 December 31, 2022

Current Assets

Cash and cash equivalents $ 31,728 $ 47,889

Receivables (less allowance for credit loss, $ 175 and $ 150 at September 30, 2022, and December 31, 2021, respectively)

Receivables (less allowance for credit loss, $ 1,475 at both March 31, 2023, and December 31, 2022)

128,611 109,267

16 unchanged sentences

Federal and state excise taxes payable 7,388 4,627

Income taxes payable 4,716 —

Accrued expenses and other 17,056 28,716

15 unchanged sentences

authorized 40,000,000 shares;

issued 23,125,166 shares at September 30, 2022 and December 31, 2021;

and 21,993,355 and 21,964,314 shares outstanding at September 30, 2022 and December 31, 2021, respectively

issued 23,125,166 shares at March 31, 2023 and December 31, 2022;

and 22,008,929 and 21,994,042 shares outstanding at March 31, 2023 and December 31, 2022, respectively

Additional paid-in capital 320,997 318,839

Retained earnings 471,471 443,061

Accumulated other comprehensive income ( 864 ) 354

Treasury stock, at cost, 1,131,811 and 1,160,852 shares at September 30, 2022 and December 31, 2021, respectively

Accumulated other comprehensive income (loss) ( 236 ) ( 304 )

Treasury stock, at cost, 1,116,237 and 1,131,124 shares at March 31, 2023 and December 31, 2022, respectively

( 21,885 ) ( 21,591 )

8 unchanged sentences

(Dollars in thousands)

Year to Date Ended September 30,

Quarter to Date Ended March 31,

Cash Flows from Operating Activities

3 unchanged sentences

Share-based compensation 1,215 1,373

Equity method investment loss (income) 260 ( 394 )

Deferred income taxes, including change in valuation allowance 573 347

Other, net 99 24

Changes in operating assets and liabilities, net of effects of acquisition:

Changes in operating assets and liabilities:

Receivables, net ( 19,227 ) ( 9,601 )

1 unchanged sentence

Prepaid expenses ( 3,578 ) 657

Refundable income taxes ( 1,006 ) ( 2,086 )

Income taxes payable (refundable) 9,043 5,437

Accounts payable 6,498 4,638

5 unchanged sentences

Additions to property, plant, and equipment ( 16,237 ) ( 10,642 )

Purchase of business, net of cash acquired — ( 149,613 )

Contributions to equity method investment — ( 1,028 )

4 unchanged sentences

Purchase of treasury stock ( 801 ) ( 714 )

Loan fees paid related to borrowings — ( 666 )

Principal payments on long-term debt ( 800 ) ( 807 )

Proceeds from credit agreement - revolver — 242,300

Payments on credit agreement - revolver — ( 32,300 )

Payment on assumed debt as part of the Merger — ( 87,509 )

Net cash provided by (used in) financing activities ( 11,301 ) 112,883

Effect of exchange rate changes on cash ( 82 ) ( 2 )

Net cash used in financing activities ( 4,270 ) ( 4,182 )

Effect of exchange rate changes on cash and cash equivalents 33 ( 288 )

Increase (decrease) in cash and cash equivalents ( 16,161 ) 5,727

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For Year to Date Ended September 30, 2022

For Quarter to Date Ended March 31, 2023 and 2022

(Dollars in thousands)

3 unchanged sentences

Comprehensive

Income Treasury

Income (loss) Treasury

Stock Non-controlling Interest Total

3 unchanged sentences

Net income (loss) — — — 31,071 — — ( 39 ) 31,032

Other comprehensive loss — — — — ( 232 ) — — ( 232 )

Other comprehensive income — — — — 68 — — 68

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

5 unchanged sentences

$ 4 $ 6,715 $ 320,997 $ 471,471 $ ( 236 ) $ ( 21,885 ) $ ( 1,119 ) $ 775,947

Comprehensive income:

Net income (loss) — — — 25,560 — — ( 198 ) 25,362

Other comprehensive loss — — — — ( 443 ) — — ( 443 )

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

— — — ( 2,658 ) — — — ( 2,658 )

Share-based compensation — — 1,409 — — — — 1,409

Stock shares awarded, forfeited or vested — — ( 740 ) — — 740 — —

Stock shares repurchased — — — — — ( 2 ) — ( 2 )

Balance, June 30, 2022

4 6,715 317,240 401,915 ( 321 ) ( 21,726 ) ( 754 ) 703,073

Comprehensive income:

Net income (loss) — — — 23,808 — ( 180 ) 23,628

Other comprehensive loss — — — — ( 543 ) — ( 543 )

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

— — — ( 2,660 ) — — — ( 2,660 )

Share-based compensation — — 363 — — — — 363

Stock shares awarded, forfeited, or vested — — ( 62 ) — — 62 — —

Stock shares repurchased — — — — — ( 1 ) — ( 1 )

Balance, September 30, 2022

$ 4 $ 6,715 $ 317,541 $ 423,063 $ ( 864 ) $ ( 21,665 ) $ ( 934 ) $ 723,860

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 September 30, 2021

(Dollars in thousands)

Preferred Issued Common Additional

2 unchanged sentences

Comprehensive

Income Treasury

Income (loss) Treasury

Stock Non-controlling Interest Total

2 unchanged sentences

Comprehensive income:

Net income — — — 15,427 — — — 15,427

Other comprehensive income — — — — 55 — — 55

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

— — — ( 2,052 ) — — — ( 2,052 )

Share-based compensation — — 3,229 — — — — 3,229

Stock shares awarded, forfeited or vested — — ( 716 ) — — 716 — —

Stock shares repurchased — — — — — ( 674 ) — ( 674 )

Balance, March 31, 2021

4 6,715 18,016 276,318 541 ( 23,083 ) — 278,511

Comprehensive income:

Net income (loss) — — — 37,437 — — ( 66 ) 37,371

Other comprehensive income — — — — 1 — — 1

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

— — — ( 2,653 ) — — — ( 2,653 )

Share-based compensation — — 1,538 — — — — 1,538

Stock shares awarded, forfeited, or vested — — ( 705 ) — — 705 — —

Stock shares repurchased — — — — — ( 91 ) — ( 91 )

Equity consideration for Merger — — 296,213 — — — — 296,213

Balance, June 30, 2021

4 6,715 315,062 293,800 542 ( 22,469 ) ( 76 ) 593,578

Comprehensive income:

Net income (loss) — — — 23,876 — — ( 203 ) 23,673

Other comprehensive loss — — — — ( 232 ) — — ( 232 )

4 unchanged sentences

Stock shares repurchased — — — — — ( 711 ) — ( 711 )

Equity consideration for Merger — — 65 — — — — 65

Balance, September 30, 2021

Balance, March 31, 2022

$ 4 $ 6,715 $ 316,571 $ 379,013 $ 122 $ ( 22,464 ) $ ( 556 ) $ 679,405

6 unchanged sentences

(“the Company,” or “MGP”) is a Kansas corporation headquartered in Atchison, Kansas and is a leading producer and supplier of premium distilled spirits, branded spirits and food ingredients.

Distilled spirits include premium bourbon and rye whiskeys and grain neutral spirits, including vodka and gin.

The Company’s distilled spirits are either packaged and sold under its own brands to distributors, sold, directly or indirectly to manufacturers of other branded spirits, or direct to consumer.

MGP is also a top producer of high-quality, industrial alcohol for use in both food and non-food applications.

Distilled spirits include premium bourbon, rye, and other whiskeys and grain neutral spirits (“GNS”), including vodka and gin.

The Company’s distilled spirits are either sold directly or indirectly to manufacturers of other branded spirits.

MGP is also a producer of high quality industrial alcohol for use in both food and non-food applications.

The Company has a portfolio of its own high quality branded spirits which are produced through its distilleries and bottling facilities and sold to distributors.

The Company’s branded spirits products account for a range of price points from value products through ultra premium brands, with a focus on high-end American whiskey, tequila and gin.

The Company’s protein and starch food ingredients provide a host of functional, nutritional, and sensory benefits for a wide range of food products to serve the consumer packaged goods industry.

The Company’s industrial alcohol and ingredients products are sold directly, or through distributors, to manufacturers and processors of finished packaged goods or to bakeries.

The Company’s distillery products are derived from corn and other grains (including rye, barley, wheat, barley malt, and milo), and its ingredient products are derived primarily from wheat flour.

On April 1, 2021, the Company acquired Luxco, Inc.

and its affiliated companies (“Luxco”), which is a leading branded beverage alcohol company across various categories, with a more than 60-year business heritage.

Luxco’s operations predominately involve the producing, importing, bottling and rectifying of distilled spirits.

See Note 3, Business Combination, for further details.

The ingredients products are sold directly, or through distributors, to manufacturers and processors of finished packaged goods or to bakeries.

The Company reports three operating segments:

Distilling Solutions, Branded Spirits and Ingredient Solutions.

During 2022, the Company changed the name of its Distillery Products segment to Distilling Solutions.

Certain amounts in the 2022 consolidated financial statements have been reclassified to conform to the 2023 presentation.

2 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 and year to date ended September 30, 2022, 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, 2021, filed with the Securities and Exchange Commission (“SEC”).

These unaudited condensed consolidated financial statements as of and for the quarter ended March 31, 2023, 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, 2022, 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.

7 unchanged sentences

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

The application of certain of these policies places demands on management’s judgment, with financial reporting results relying on estimation about the effects of matters that are inherently uncertain, inclusive of the effects related to the COVID-19 pandemic.

For all of these policies, management cautions that future events rarely develop as forecast, and estimates routinely require adjustment and may require material adjustment.

Immaterial Correction to Prior Period Financial Statements.

During the year to date ended September 30, 2022, the Company identified an immaterial correction related to gross amounts of Property, plant and equipment and Accumulated depreciation and amortization in the Condensed Consolidated Balance Sheet as of December 31, 2021.

The Company performed a materiality assessment, considering both quantitative and qualitative factors, which resulted in the determination that the correction to the financial statements was immaterial.

As such, the Company corrected the December 31, 2021 gross balances for Property, plant, and equipment and Accumulated depreciation and amortization on the Condensed Consolidated Balance Sheet reported in this Form 10-Q by equal and offsetting amounts, which resulted in no change to the balance of Property, plant, and equipment, net.

Inventory includes finished goods, raw materials in the form of agricultural commodities used in the production process as well as bottles, caps, and labels used in the bottling process, and certain maintenance and repair items.

Bourbons and whiskeys, included in inventory, are normally aged in barrels for several years, following industry practice;

all barreled bourbon and whiskey is classified as a current asset.

Bourbons, ryes, and other whiskeys included in inventory are normally aged in barrels for several years, following industry practice.

All barreled bourbon, rye, and other whiskeys are classified as a current asset.

The Company includes warehousing, insurance, and other carrying charges applicable to barreled whiskey in inventory costs.

Inventories are stated at lower of cost or net realizable value on the first-in, first-out, or FIFO, method.

Inventory valuations are impacted by constantly changing prices paid for key materials.

Inventories are stated at the lower of cost or net realizable value on the first-in, first-out, or FIFO, method.

Inventory valuations are impacted by constantly changing prices paid for key materials, primarily corn.

Inventory consists of the following:

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Finished goods $ 50,730 $ 47,073

Barreled distillate (bourbons and whiskeys) 185,681 174,080

Barreled distillate (bourbons and other whiskeys) 210,615 199,040

Raw materials 33,524 29,931

4 unchanged sentences

Revenue Recognition.

Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration it expects to be entitled to receive in exchange for the performance obligations.

Revenue is recognized when control of the promised goods or services, through performance obligations by the Company, is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for the performance obligations.

The term between invoicing and when payment is due is not significant and the period between when the entity transfers the promised good or service to the customer and when the customer pays for that good or service is one year or less.

Revenue is recognized for the sale of products at the point in time finished products are delivered to the customer in accordance with shipping terms.

This is a faithful depiction of the satisfaction of the performance obligation because, at the point control passes to the customer, the customer has legal title and the risk and rewards of ownership have transferred, and the customer has present obligation to pay.

The Company’s Distilling Solutions segment routinely enters into bill and hold arrangements, whereby the Company produces and sells aged and unaged distillate to customers, and the product is barreled at the customer’s request and warehoused at a Company location for an extended period of time in accordance with directions received from the Company’s customers.

The Distilling Solutions segment routinely enters into bill and hold arrangements, whereby the Company produces and sells aged and unaged distillate to customers, and the product is barreled at the customer’s request and warehoused at a Company location for an extended period of time in accordance with directions received from the Company’s customers.

Even though the aged and unaged distillate remains in the Company’s possession, a sale is recognized at the point in time when the customer obtains control of the product.

10 unchanged sentences

The amounts reimbursed to customers are determined based on agreed-upon amounts and are recorded as a reduction of revenue.

Excise Taxes.

The Company is responsible for compliance with the Alcohol and Tobacco Tax and Trade Bureau

Treasury Department (the “TTB”) regulations which includes making timely and accurate excise tax payments.

The Company is responsible for compliance with the Alcohol and Tobacco Tax and Trade Bureau of the U.S.

Treasury Department (the “TTB”) regulations, which include making timely and accurate excise tax payments.

The Company is subject to periodic compliance audits by the TTB.

1 unchanged sentence

The Company calculates its federal and state excise tax expense based upon units shipped and on its understanding of the applicable excise tax laws.

Excise taxes that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer are excluded from revenue.

Excise taxes that are both imposed on and concurrent with a specific revenue-producing transaction, and that are collected by the Company from a customer, are excluded from revenue and expense.

Income Taxes.

11 unchanged sentences

Adjustments resulting from the translation process are included as a component of accumulated other comprehensive income.

Business Combinations.

Assets acquired and liabilities assumed during a business combination are generally recorded at fair market value as of the acquisition date.

Goodwill is recognized to the extent that the purchase consideration exceeds the value of the assets acquired and liabilities assumed.

The Company uses its best estimate and third party valuation specialists to determine the fair value of the assets acquired and liabilities assumed.

During the measurement period, which can be up to one year after the acquisition date, the Company can make adjustments to the fair value of the assets acquired and liabilities assumed, with the offset being an adjustment to goodwill.

Goodwill and Indefinite-Lived Intangible Assets.

The Company maintains a U.S.

bank account denominated in British pound sterling, which is adjusted for the market exchange rate at the reporting period-end.

Any impact of the adjustment for the exchange rate applied to the financial asset is reported in other income (expense), net on the Condensed Consolidated Statements of Income.

Goodwill and Other Intangible Assets.

The Company records goodwill and other indefinite-lived intangible assets in connection with various acquisitions of businesses and allocates the goodwill and other indefinite-lived intangible assets to its respective reporting units.

The Company evaluates goodwill for impairment at least annually, in the fourth quarter, or on an interim basis if events and circumstances occur that would indicate it is more likely than not that the fair value of a reporting unit is less than the carrying value.

To the extent that the carrying amount exceeds fair value, an impairment of goodwill is recognized.

To the extent that the carrying value exceeds fair value, an impairment of goodwill is recognized.

Judgment is required in the determination of reporting units, the assignment of assets and liabilities to reporting units, including goodwill, and the determination of fair value of the reporting units.

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

As of September 30, 2022, the Company determined that goodwill and indefinite-lived intangible assets were not impaired.

As of March 31, 2023, the Company determined that goodwill and indefinite-lived intangible assets were not impaired.

Fair Value of Financial Instruments.

7 unchanged sentences

The Company’s assessment of the significance of a particular input to the fair value in its entirety requires judgment and considers factors specific to the asset or liability.

The Company’s short-term financial instruments include cash and cash equivalents, accounts receivables and accounts payable.

The Company’s short-term financial instruments include cash and cash equivalents, accounts receivable and accounts payable.

The carrying value of the short-term financial instruments approximates the fair value due to their short-term nature.

1 unchanged sentence

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 $ 178,062 and $ 272,971 at September 30, 2022 and December 31, 2021, respectively.

The financial statement carrying value of total debt was $ 231,051 (including unamortized loan fees) and $ 233,399 (including unamortized loan fees) at September 30, 2022 and December 31, 2021, respectively.

Excluding the impact of the conversion feature of the Convertible Senior Notes, the fair value of the Company’s debt was $ 141,877 and $ 150,249 at March 31, 2023 and December 31, 2022, respectively.

The financial statement carrying value of total debt (net of unamortized loan fees) was $ 229,619 and $ 230,335 at March 31, 2023 and December 31, 2022, respectively.

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

Fair value disclosure for deferred compensation plan investments is included in Note 8, Employee and Non-Employee Benefit Plans.

See Note 3, Business Combination, for discussion related to the fair value of tangible and intangible assets acquired and liabilities assumed as part of the merger with Luxco.

Equity Method Investments.

1 unchanged sentence

(“DGL”) and Agricola LG, S.de R.L.

(“Agricola”) (combined “LMX”), which are accounted for as equity method investments since the date of acquisition and are considered affiliates of the Company.

The investment in LMX, which is recorded in Investment in joint ventures on the Condensed Consolidated Balance Sheet, was $ 6,140 and $ 4,944 at September 30, 2022 and December 31, 2021, respectively.

During the quarter ended September 30, 2022 and 2021, the Company recorded a loss of $ 856 and $ 405 from our equity method investments, respectively, which is recorded in Other income (expense), net on the Condensed Consolidated Statement of Income.

During the year to date ended September 30, 2022 and 2021, the Company recorded a loss of $ 1,036 and $ 739 from our equity method investments, respectively, which is recorded in Other (income) expense, net on the Condensed Consolidated Statement of Income.

During the quarter and year to date ended September 30, 2022, the Company purchased $ 8,265 and $ 28,194 , respectively, of bulk beverage alcohol from LMX, and during the quarter and year to date ended September 30, 2021, the Company purchased $ 8,052 and $ 19,724 , respectively, of bulk beverage alcohol from LMX.

(“Agricola”) (combined “LMX”), which are accounted for as equity method investments and are considered affiliates of the Company.

The investment in LMX, which is recorded in investment in joint ventures on the Condensed Consolidated Balance Sheets, was $ 5,274 and $ 5,534 at March 31, 2023 and December 31, 2022, respectively.

During the quarter ended March 31, 2023 and 2022, the Company recorded a loss of $ 260 and a gain of $ 394 from our equity method investments, respectively, which is recorded in other income (expense), net on the Condensed Consolidated Statements of Income.

During the quarter ended March 31, 2023 and 2022, the Company purchased $ 8,417 and $ 8,391 , respectively, of finished goods from LMX and bulk beverage alcohol from the other 50 percent owner of DGL.

Recently Adopted Accounting Standard Updates.

The Company did not adopt any new Accounting Standard Updates during the quarter ended September 30, 2022 .

The Company generates revenues from the Distilling Solutions segment by the sale of products and by providing warehouse services related to the storage and aging of customer products.

The Company generates revenues from the Branded Spirits segment by the sale of products and by providing contract bottling services.

The Company generates revenues from Ingredient Solutions segment by the sale of products.

The Company did not adopt any new Accounting Standard Updates during the quarter ended March 31, 2023.

The Company generates revenue from the Distilling Solutions segment by the sale of products and by providing warehouse services related to the storage and aging of customer products.

The Company generates revenue from the Branded Spirits segment by the sale of products and by providing contract bottling services.

The Company generates revenue from the Ingredient Solutions segment by the sale of products.

Revenue related to sales of products is recognized at a point in time whereas revenue generated from warehouse services and contract bottling services is recognized over time.

Contracts with customers include a single performance obligation (either the sale of products, the provision of warehouse services or contract bottling services).

Disaggregation of Sales.

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

Quarter Ended September 30, Year to Date Ended September 30,

2022 2021 2022 2021

Quarter Ended March 31,

Distilling Solutions

12 unchanged sentences

Premium 6,784 6,140

Premium plus 18,746 21,683

Mid 20,835 19,273

9 unchanged sentences

Total sales $ 201,010 $ 195,235

Business Combination

Description of the Transaction .

On January 22, 2021, the Company entered into a definitive agreement to acquire Luxco, and subsequently completed the merger on April 1, 2021 (the “Merger”).

Luxco is a leading branded beverage alcohol company across various categories, with a more than 60-year business heritage.

As a result of the Merger, MGP increased its scale and market position in the branded-spirits sector and believes it strengthened its platform for future growth of higher valued-added products.

Following the Merger, Luxco became a wholly owned subsidiary of MGP and is included within the Branded Spirits segment.

The aggregate consideration paid by the Company in connection with the Merger was $ 237,500 in cash (less assumed indebtedness) and 5,007,833 shares of common stock of the Company, subject to adjustment for fractional shares (the “Company Shares,” and together with the cash portion, the “Merger Consideration”).

The Company Shares were valued at $ 296,213 and represented approximately 22.8 percent of the Company’s outstanding common stock immediately following the closing of the Merger.

The Merger Consideration was subject to customary purchase price adjustments related to, among other things, net working capital, acquired cash and assumed debt.

The consideration paid at closing included a preliminary estimated purchase price adjustment.

In September 2021, the parties finalized the purchase price adjustment, which decreased the cash consideration paid by approximately $ 608 and increased stock consideration by an additional 1,373 shares from the preliminary amounts that were paid at closing.

The cash portion of the Merger Consideration, the repayment of assumed debt, and transaction-related expenses were financed with borrowings under the Company’s existing Credit Agreement which was drawn down on April 1, 2021.

See Note 5, Corporate Borrowings, for further details.

For tax purposes, the transaction was structured partially as a tax-free reorganization and partially as a taxable acquisition, as defined in the Internal Revenue Code.

The amount transferred in a tax deferred manner, under the tax-free reorganization rules, did not create additional tax basis for the Company.

The taxable component of the transaction created additional tax basis and a corresponding future tax deduction for the Company.

Purchase Price Allocation.

The Merger was accounted for as a business combination in accordance with Financial Accounting Standards Board Accounting Standard Codification 805, Business Combinations (“ASC 805”), and as such, assets acquired, liabilities assumed, and consideration transferred were recorded at their estimated fair values on the acquisition date.

The following table summarizes the allocation of the consideration paid for Luxco to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date, with the excess recorded to goodwill.

Consideration:

Cash, net of assumed debt $ 149,484

Value of MGP Common Stock issued at close (a)

Fair value of total consideration transferred $ 445,763

Recognized amounts of identifiable assets acquired and liabilities assumed:

Receivables 29,675

Inventory 90,854

Prepaid expenses 1,454

Property, plant and equipment, net 41,279

Investments in joint ventures 5,085

Intangible assets (b)

Other assets 4,257

Total assets 392,583

Current maturities of long-term debt (c)

Accounts payable 14,453

Federal and state excise taxes payable 8,352

Accrued expenses and other 2,832

Other noncurrent liabilities 196

Deferred income taxes 57,034

Total liabilities 170,376

Goodwill 223,556

Total $ 445,763

(a) On April 1, 2021, the Company issued 5,007,833 shares of MGP Common Stock which was valued at $ 59.15 per share.

In September 2021, the parties finalized the purchase price adjustments which increased stock consideration by an additional 1,373 shares from the preliminary amounts that were paid at closing.

(b) Intangible assets acquired included trade names with an estimated fair value of $ 178,100 and distributor relationships with an estimated fair value of $ 41,400 .

In accordance with ASC 805 assets acquired, liabilities assumed, and consideration transferred were recorded at their estimated fair values on the acquisition date.

The fair value measurements of tangible and intangible assets and liabilities were based on significant inputs not observable in the market and represent Level 3 measurements within the fair value hierarchy.

Level 3 inputs include discount rates that would be used by a market participant in valuing these assets and liabilities, projections of revenues and cash flows, distributor attrition rates, royalty rates and market comparables, among others.

The fair value of work-in-process and finished goods inventory was determined using the comparative sales method and raw materials was determined using the replacement cost method.

The fair value of personal property assets was determined using the market approach and the indirect and direct method of the cost approach, and the fair value of real property was determined using the

cost approach and the sales comparison approach.

Goodwill of $ 223,556 , none of which is deductible for tax purposes, represents the excess of the consideration transferred over the estimated fair value of assets acquired net of liabilities assumed.

The Intangible assets acquired included indefinite-lived intangible assets, trade names, with an estimated fair value of $ 178,100 and definite-lived intangible assets, distributor relationships, with an estimated fair value of $ 41,400 and a useful life of 20 years.

The trade names and distributor relationships acquired by the Company have been recorded at the estimated fair values using the relief from royalty method and multi-period earnings method, respectively.

Management engaged a third party valuation specialist to assist in the valuation analysis of certain acquired assets including trade names and distributor relationships.

Pro Forma Information .

The following table summarizes the unaudited pro forma financial results for the quarter and year to date ended September 30, 2021, as if the Merger had occurred on January 1, 2020:

Pro Forma Financial Information

Quarter Ended September 30, Year to Date Ended September 30,

Sales $ 176,611 $ 504,243

Net income 23,673 68,934

Basic and diluted earnings per common share 1.08 3.38

The pro forma results are adjusted for items that are non-recurring in nature and directly attributable to the Merger, including the income tax effect of the adjustments.

Merger related costs incurred by the Company of $ 294 and $ 8,922 for the quarter

and year to date ended September 30, 2021, respectively, were excluded and $ 7,032 is assumed to have been incurred on January 1, 2020.

Merger related costs incurred by Luxco of $ 3,132 were excluded from the year to date ended September 30, 2021 pro forma results.

A non-recurring expense of $ 2,529 for the quarter and year to date ended September 30, 2021 related to the fair value adjustment of finished goods inventory estimated to have been sold was removed.

Other acquired tangible and intangible assets are assumed to be recorded at estimated fair value on January 1, 2020 and are amortized or depreciated over their estimated useful lives.

The summary pro forma financial information is for informational purposes only, is based on estimates and assumptions, and does not purport to represent what the Company’s consolidated results of operations actually would have been if the Merger had occurred at an earlier date, and such data does not purport to project the Company’s results of operations for any future period.

The basic and diluted shares outstanding used to calculate the pro forma net income per share amounts presented above have been adjusted to assume shares issued at the closing of the Merger were outstanding since January 1, 2020.

Goodwill and Intangible Assets

Definite-Lived Intangible Assets.

The Company has a definite-lived intangible asset which was acquired as a result of the Merger.

The Company acquired definite-lived intangible assets in connection with various acquisitions of businesses.

The distributor relationships have a carrying value of $ 37,260 , net of accumulated amortization of $ 4,140 .

The distributor relationships have a useful life of 20 years.

The amortization expense for the quarter and year to date ended September 30, 2022 was $ 518 and $ 1,553 , respectively, and the amortization expense for the quarter and year to date ended September 30, 2021 was $ 517 and $ 1,035 , respectively.

As of September 30, 2022, the expected future amortization expense related to definite-lived intangible assets are as follows:

The amortization expense was $ 518 for both quarters ended March 31, 2023 and 2022.

As of March 31, 2023, the expected future amortization expense related to definite-lived intangible assets are as follows:

Remainder of 2023 $ 1,553

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The Company records goodwill and indefinite-lived intangible assets in connection with various acquisitions of businesses and allocates the goodwill and indefinite-lived intangible assets to its respective reporting units.

Changes in carrying amount of goodwill by business segment were as follows:

Distilling Solutions Branded Spirits Ingredient Solutions Total

Balance, December 31, 2021

$ — $ 226,294 $ — $ 226,294

Acquisitions — — — —

Balance, September 30, 2022

$ — $ 226,294 $ — $ 226,294

Changes in carrying amount of trade name intangible assets by business segment were as follows:

Distilling Solutions Branded Spirits Ingredient Solutions Total

Balance, December 31, 2021

$ — $ 178,990 $ — $ 178,990

Acquisitions — — — —

Balance, September 30, 2022

$ — $ 178,990 $ — $ 178,990

The carrying amount of goodwill, which relates to the Branded Spirits segment, was $ 226,294 at both March 31, 2023 and December 31, 2022.

The carrying amount of indefinite-lived intangible assets, which relates to the Branded Spirits segment, was $ 178,990 at both March 31, 2023 and December 31, 2022.

Corporate Borrowings

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Description (a)

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Credit Agreement - Revolver, 5.90 % (variable rate) due 2026

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20,000 20,000

Other long-term borrowings — 203

Total indebtedness outstanding 235,650 236,450

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Less current maturities of long-term debt ( 6,400 ) ( 5,600 )

Long-term debt and Credit Agreement - Revolver $ 226,251 $ 230,172

(a) Interest rates are as of September 30, 2022.

Long-term debt $ 223,219 $ 224,735

(a) Interest rates are as of March 31, 2023.

(b) Loan fees are being amortized over the life of the debt instruments.

Credit Agreement.

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

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

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On August 31, 2022, the Credit Agreement was amended to change the interest rate benchmark from LIBOR to SOFR.

The Credit Agreement includes certain requirements and covenants, which the Company was in compliance with at September 30, 2022.

The cash portion of the Merger Consideration, the repayment of assumed debt, and transaction-related expenses were financed with $ 242,300 borrowings under the Credit Agreement which was drawn down on April 1, 2021.

As of September 30, 2022, the Company had no outstanding borrowings under the Credit Agreement leaving $ 400,000 available.

The Credit Agreement includes certain requirements and covenants with which the Company was in compliance at March 31, 2023.

As of March 31, 2023, the Company had no outstanding borrowings under the Credit Agreement, leaving $ 400,000 available.

Convertible Senior Notes.

On November 16, 2021, the Company issued $ 201,250 in aggregate principal of 1.875 % convertible senior notes due in 2041 (“2041 Notes”).

On November 16, 2021, the Company issued $ 201,250 in aggregate principal amount of 1.88 % convertible senior notes due in 2041 (“2041 Notes”).

The 2041 Notes were issued pursuant to an indenture, dated as of November 16, 2021 ( the “Indenture”), by and among the Company, as issuer, Luxco, Inc., MGPI Processing, Inc.

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Bank National Association, as trustee.

The 2041 Notes are senior, unsecured obligations of the Company and interest is payable semi-annually in arrears at a fixed interest rate of 1.875 % on May 15 and November 15 of each year.

The 2041 Notes are senior, unsecured obligations of the Company and interest is payable semi-annually in arrears at a fixed interest rate of 1.88 % on May 15 and

November 15 of each year.

The 2041 Notes mature on November 15, 2041 (“Maturity Date”) unless earlier repurchased, redeemed or converted, per the agreement.

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The Company’s Note Purchase and Private Shelf Agreement (the “Note Purchase Agreement”), with PGIM, Inc., (“Prudential”), an affiliate of Prudential Financial, Inc., and certain affiliates of Prudential, provides for the issuance of $ 20,000 of Series A Senior Secured Notes and the issuance of up to $ 105,000 of additional Senior Secured Notes (or any higher amount solely to the extent Prudential has provided written notice to the Company of its authorization of such a higher amount).

On July 29, 2021, Prudential provided the Company notice pursuant to Section 1.2 of the Note Agreement that Prudential has authorized an increase in the amount of additional Senior Secured Notes that may be issued under the uncommitted shelf facility under the Note Agreement from $ 105,000 to $ 140,000 , effective as of July 29, 2021.

On July 29, 2021, Prudential provided the Company notice pursuant to Section 1.2 of the Note Purchase Agreement that Prudential has authorized an increase in the amount of additional Senior Secured Notes that may be issued under the uncommitted shelf facility under the Note Purchase Agreement from $ 105,000 to $ 140,000 , effective as of July 29, 2021.

The deadline for issuing the notes under the shelf facility is August 23, 2023.

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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 September 30, 2022 .

As of September 30, 2022, the Company has $ 16,000 of Series A Senior Secured Notes and $ 20,000 of additional Senior Secured Notes outstanding under the Note Purchase Agreement leaving $ 120,000 available of Senior Secured Notes.

Other long-term borrowings.

As part of the Merger, the Company acquired additional long-term notes payable to certain counties in Kentucky and during the quarter ended September 30, 2022, the Company paid off the outstanding balances.

The Note Purchase Agreement includes certain requirements and covenants with which the Company was in compliance at March 31, 2023 .

As of March 31, 2023, the Company had $ 14,400 of Series A Senior Secured Notes and $ 20,000 of additional Senior Secured Notes outstanding under the Note Purchase Agreement, leaving $ 120,000 available of Senior Secured Notes.

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.

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

Beginning in the second quarter of 2021, the estimated annual effective tax rate includes both domestic and foreign entities acquired in the Merger.

See Note 3, Business Combination, for further details.

Income tax expense for the quarter and year to date ended September 30, 2022, was $ 7,533 and $ 26,037 for an effective tax rate of 24.2 percent and 23.2 percent, respectively.

The effective tax rate for the quarter and year to date ended September 30, 2022 differed from the 21 percent federal statutory rate on pretax income primarily due to state and foreign income taxes, partially offset by state and federal tax credits, and the deduction applicable to export activity.

The increase in Income tax expense for the year to date ended September 30, 2022 was primarily due to higher Income before income taxes as compared to the prior year periods.

Income tax expense for the quarter and year to date ended September 30, 2021, was $ 7,674 and $ 18,701 for an effective tax rate of 24.5 percent and 24.0 percent, respectively.

The effective tax rate for the quarter and year to date ended September 30, 2021 differed from the 21 percent federal statutory rate on pretax income primarily due to state taxes, income taxes on foreign subsidiaries acquired as a result of the Merger, nondeductible transaction costs, partially offset by state and federal credits and the deduction applicable to export activity.

Income tax expense for the quarter ended March 31, 2023, was $ 9,655 for an effective tax rate of 23.7 percent.

The effective tax rate for the quarter ended March 31, 2023 differed from the 21 percent federal statutory rate on pretax income primarily due to state and foreign income taxes, partially offset by state and federal tax credits, the deduction applicable to export activity, and the discrete impact of certain items related to equity compensation.

Income tax expense for the quarter ended March 31, 2022, was $ 11,165 for an effective tax rate of 23.0 percent.

The effective tax rate for the quarter ended March 31, 2022 differed from the 21 percent federal statutory rate on pretax income primarily due to state income taxes, income taxes on foreign subsidiaries, partially offset by state and federal tax credits, and the deduction applicable to export activity.

Equity and EPS

The computations of basic and diluted EPS:

Quarter Ended September 30, Year to Date Ended September 30,

2022 2021 2022 2021

Quarter Ended March 31,

Net income (a)

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22,040,224 21,989,100

Diluted weighted average common shares (c)(d)

Diluted weighted average common shares (d)

22,072,271 21,989,100

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(a) Net income attributable to all shareholders.

(b) Participating securities included 176,398 and 163,024 unvested restricted stock units (“RSUs”), at September 30, 2022 and 2021, respectively.

(c) Under the two-class method, basic and diluted weighted average common shares at September 30, 2022 and 2021 exclude unvested participating securities.

(b) Participating securities included 227,810 and 189,297 unvested restricted stock units (“RSUs”) at March 31, 2023 and 2022, respectively.

(d) The impacts of the Convertible Senior Notes were included in the diluted weighted average common shares if the inclusion was dilutive.

The Convertible Senior Notes would only have a dilutive impact if the average market price per share during the quarter and year to date period exceeds the conversion price of $ 96.24 per share.

Share Issuance.

On April 1, 2021, as part of the consideration for the Merger, the Company issued 5,007,833 shares of common stock.

In September 2021, the parties finalized the purchase price adjustments, which increased stock consideration by an additional 1,373 shares from the preliminary amounts that were paid at closing.

Share Repurchase.

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 could have repurchased stock from time to time for cash in open market purchases, block transactions, and privately negotiated transactions in accordance with applicable federal securities laws.

The Company did no t repurchase any shares under the share repurchase program during 2022, prior to its expiration on February 27, 2022.

The Company did not renew the share repurchase program upon its expiration.

There was no dilutive impact for the quarter ended March 31, 2022.

Common Stock Share Activity.

The following table presents the Company’s share activity:

Shares Outstanding

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Balance, March 31, 2023 437 22,008,929

Issuance of Common Stock — 7,655

Repurchase of Common Stock (a)

Balance, June 30, 2022 437 21,992,751

Issuance of Common Stock — 606

Repurchase of Common Stock (a)

Balance, September 30, 2022 437 21,993,355

Shares Outstanding

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Balance, March 31, 2022 437 21,985,100

Issuance of Common Stock — 5,022,122

Repurchase of Common Stock (a)

Balance, June 30, 2021 437 21,961,233

Issuance of Common Stock — 2,361

Repurchase of Common Stock (a)

Balance, September 30, 2021 437 21,963,574

(a) The Common Stock repurchases were for tax withholding on equity based compensation.

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

Shareholder matters.

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 K earns, derivatively on behalf of MGP Ingredients v.

Griffin, et al.

, Case 2020-CV-000042.

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

The Company was a nominal defendant in each action.

Plaintiffs alleged that the Company was damaged as a result of the commencement of securities litigation against defendants, the repurchase of Company stock at artificially inflated prices, and compensation paid to the individual defendants.

The Complaint in Dorfman asserted 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 asserted 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 asserted claims for breach of fiduciary duties, waste of corporate assets, and unjust enrichment.

The pleadings prayed 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 August 31, 2021, the court dismissed with prejudice the securities litigation on which some of the derivative claims were based.

On January 4, 2022, the court dismissed the Carter action.

On January 11, 2022, the court dismissed the Dorfman action.

On February 2, 2022, the plaintiffs and defendants entered into a stipulation of dismissal of the Kearns action.

The federal claims alleged in Carter were dismissed with prejudice.

All other derivative claims were dismissed without prejudice.

2016 Atchison Chemical Release.

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”).

Private plaintiffs initiated legal proceedings against the Company for damages resulting from the Atchison Chemical Release.

The Company reached a settlement with the plaintiffs in December 2021 and the legal proceedings were dismissed with prejudice in January 2022.

Employee and Non-Employee Benefit Plans

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

The Company has two active equity-based compensation plans:

The Company currently has two active equity-based compensation plans:

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

As of September 30, 2022, 585,353 RSUs had been granted of the 1,500,000 shares approved under the 2014 Plan, and 130,982 shares had been granted of the 300,000 shares approved under the Directors’ Plan.

As of September 30, 2022, there were 178,608 unvested RSUs under the Company’s long-term incentive plans and 176,398 were participating securities (Note 7).

As of March 31, 2023, 658,081 RSUs had been granted of the 1,500,000 shares approved under the 2014 Plan, and 132,395 shares had been granted of the 300,000 shares approved under the Directors’ Plan.

As of March 31, 2023, there were 227,810 unvested RSUs under the Company’s long-term incentive plans, all of which were participating securities (See Note 6).

Deferred Compensation Plan.

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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 Other income (expense), net on the Company’s Condensed Consolidated Statements of Income for the quarter and year to date ended September 30, 2022.

For quarter and year to date ended September 30, 2022, the Company had a loss on deferred compensation plan investments of $ 103 and $ 931 , respectively.

For quarter ended September 30, 2021, the Company had a loss on deferred compensation plan investments of $ 15 and for the year to date ended September 30, 2021, the Company had a gain on deferred compensation plan investments of $ 261 .

Realized and unrealized gains (losses) on deferred compensation plan investments were included as a component of other income (expense), net on the Company’s Condensed Consolidated Statements of Income.

For the quarter ended March 31, 2023, the Company had a gain on deferred compensation plan investments of $ 179 , and for the quarter ended March 31, 2022, the Company had a loss on deferred compensation plan investments of $ 339 .

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.

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

At September 30, 2022 and December 31, 2021, the EDC Plan investments were $ 2,510 and $ 3,072 , respectively, which were recorded in Other assets on the Company’s Condensed Consolidated Balance Sheets.

The EDC Plan current liabilities were $ 617 at both September 30, 2022 and December 31, 2021, which were included in Accrued expenses and other on the Company’s Condensed Consolidated Balance Sheets.

The EDC Plan non-current liabilities were $ 2,310 and $ 2,981 at September 30, 2022 and December 31, 2021, respectively, and were included in Other noncurrent liabilities on the Company’s Condensed Consolidated Balance Sheets.

At March 31, 2023 and December 31, 2022, the EDC Plan investments were $ 2,751 and $ 2,176 , respectively, which were recorded in other assets on the Company’s Condensed Consolidated Balance Sheets.

The EDC Plan current liabilities were $ 470 and $ 510 at March 31, 2023 and December 31, 2022, respectively, which were included in accrued expenses and other on the Company’s Condensed Consolidated Balance Sheets.

The EDC Plan non-current liabilities were $ 2,445 and $ 2,191 at March 31, 2023 and December 31, 2022, respectively, and were included in other noncurrent liabilities on the Company’s Condensed Consolidated Balance Sheets.

Operating Segments

At September 30, 2022, the Company had three segments:

At March 31, 2023, the Company had three segments:

Distilling Solutions, Branded Spirits, and Ingredient Solutions.

The Distilling Solutions segment consists of food grade alcohol and distillery co-products, such as distillers feed (commonly called dried distillers grain in the industry) and fuel grade alcohol.

The Distilling Solutions segment also includes warehouse services, including barrel put away, storage, retrieval, and blending services.

The Branded Spirits segment consists of producing, importing, bottling and rectifying of distilled spirits.

Ingredient Solutions segment consists of specialty starches and proteins and commodity starches and proteins.

The Distilling Solutions segment also includes warehouse services, including barrel put away, barrel storage, and barrel retrieval services.

The Branded Spirits segment consists of a portfolio of high quality branded spirits which are produced through the distilleries and bottling facilities.

The Ingredient Solutions segment consists of specialty starches and proteins and commodity starches and proteins.

Operating profit for each segment is based on sales less identifiable operating expenses.

Non-direct selling, general and administrative expenses, interest expense, other special charges, and other general miscellaneous expenses are excluded from segment operations and are classified as Corporate.

Non-direct selling, general and administrative expenses, interest expense, and other general miscellaneous expenses are excluded from segment operations and are classified as Corporate.

Receivables, inventories, property, plant and equipment, leases, goodwill and intangible assets have been identified with the segments to which they relate.

All other assets are considered as Corporate.

Quarter Ended September 30, Year to Date Ended September 30,

2022 2021 2022 2021

The following table presents summarized financial information for each segment:

Quarter Ended March 31,

Sales to Customers

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The following table allocates assets to each segment as of:

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Identifiable Assets

5 unchanged sentences

Subsequent Events

On November 3, 2022, the Company’s Board of Directors declared a quarterly dividend payable to stockholders of record as of November 18, 2022, of the Company’s Common Stock, and a dividend equivalent payable to holders of certain RSUs as of November 18, 2022, of $ 0.12 per share and per unit, payable on December 2, 2022.

On May 4, 2023, the Company’s Board of Directors declared a quarterly dividend payable to stockholders of record as of May 19, 2023, of the Company’s Common Stock, resulting in dividend equivalents payable to holders of certain RSUs as of May 19, 2023, of $ 0.12 per share and per unit, payable on June 2, 2023.

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