What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-08-03 compared with 2023-05-04 · 278 added, 98 removed, 153 unchanged (71% of the section changed)

2 unchanged sentences

CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS

This Report on Form 10-Q contains forward looking statements as well as historical information.

In addition, forward looking statements are usually identified by or are associated with such words as “intend,” “plan,” “believe,” “estimate,” “expect,” “anticipate,” “hopeful,” “should,” “may,” “will,” “could,” “encouraged,” “opportunities,” “potential,” and/or the negatives or variations of these terms or similar terminology.

Forward looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from those expressed or implied in the forward looking statements.

A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward looking statements is included in the section titled “Risk Factors” (Item 1A) of our Annual Report on Form 10-K for the year ended December 31, 2022.

Forward looking statements are made as of the date of this report, and we undertake no obligation to update or revise publicly any forward looking statements, whether because of new information, future events or otherwise.

This Report may contain forward looking statements as well as historical information.

All statements, other than statements of historical facts, regarding the prospects of our industry and our prospects, plans, financial position, and strategic plan may constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements about the timing of and charges associated with the Atchison, Kansas distillery closure;

our sources of cash being adequate;

our capital expenditures;

our ability to support our liquidity and operating needs through cash generated from operations;

and our ability to obtain credit funding.

Forward looking statements are usually identified by or are associated with such words as “intend,” “plan,” “believe,” “estimate,” “expect,” “anticipate,” “project,” “forecast,” “hopeful,” “should,” “may,” “will,” “could,” “encouraged,” “opportunities,” “potential,” and similar terminology.

These forward-looking statements reflect management’s current beliefs and estimates of future economic circumstances, industry conditions, our performance, our financial results, and our financial condition and are not guarantees of future performance.

All forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially.

For information on these risks and uncertainties and other factors that could affect the Company’s business, see the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K for the year ended December 31, 2022, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, this Report, and our other filings with the Securities and Exchange Commission (the “SEC”).

Forward looking statements in this Report are made as of the date of this Report, and we undertake no obligation to update any forward-looking statements or information made in this Report, except as required by law.

RECENT DEVELOPMENTS

Acquisition of Penelope.

On May 8, 2023, we entered into a definitive agreement to acquire 100 percent of the equity of Penelope Bourbon LLC (“Penelope”), and subsequently completed the acquisition on June 1, 2023.

Penelope, prior to our acquisition, was a family and founder-owned and operated American whiskey company with a diverse portfolio of high-quality whiskeys in the premium plus price tiers.

As a result of the acquisition, we enhance our presence in the growing American whiskey category and expand our portfolio of premium plus price tier brands.

Following the acquisition, Penelope became a wholly owned subsidiary of the Company and its financial results are included in the Branded Spirits segment (see Note 3, Business Combination for additional information).

Planned Closure of the Atchison Distillery.

On July 13, 2023, we announced the decision by our Board of Directors to approve the closure of our distillery located in Atchison, Kansas (the “Atchison Distillery”).

The anticipated closure date is January 2024.

The decision to close the Atchison Distillery is consistent with our plan to address profitability headwinds associated with our grain neutral spirits and industrial alcohol products within the Distilling Solutions segment.

We currently expect to incur aggregate pre-tax charges of $23,000 to $31,000 for the year ending December 31, 2023 in connection with the closure of the Atchison Distillery.

MGP is a leading producer and supplier of premium distilled spirits, branded spirits and food ingredients.

2 unchanged sentences

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 our own high quality branded spirits, which we produce through our distilleries and bottling facilities and sell to distributors.

We have a portfolio of our own high quality branded spirits, which we produce through our distilleries and bottling facilities and sell to distributors.

Our 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 serve a host of functional, nutritional, and sensory benefits for a wide range of food products to serve the consumer packaged goods industry.

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

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

2 unchanged sentences

Consolidated Results

The table below details the consolidated results for the quarters ended March 31, 2023 and 2022:

Quarter Ended March 31,

The table below details the consolidated results for the quarters ended June 30, 2023 and 2022:

Quarter Ended June 30,

2023 2022 2023 v.

8 unchanged sentences

Interest expense, net (1,282) (1,543) 17

Other income (expense), net 123 54 128

Other expense, net (93) (1,062) 91

Income before income taxes 42,768 32,701 31

4 unchanged sentences

(a) Percentage points (“pp”).

Sales - Sales for the quarter ended March 31, 2023 were $201,010, an increase of 3 percent compared to the year-ago quarter, which was the result of increased sales in the Ingredient Solutions, Distilling Solutions, and Branded Spirits segments.

Within the Ingredient Solutions segment, sales were up 10 percent, primarily due to increased sales of specialty wheat proteins.

Sales - Sales for the quarter ended June 30, 2023 were $209,001, an increase of 7 percent compared to the year-ago quarter, which was the result of increased sales in the Distilling Solutions and Ingredient Solutions segments, partially offset by decreased sales in the Branded Spirits segment.

Within the Distilling Solutions segment, sales were up 9 percent, primarily due to an increase in the sales of brown goods within premium beverage alcohol.

Within the Branded Spirits segment, sales were up 2 percent, primarily due to increased sales of brands in the value and mid price tiers (see Segment Results).

Gross profit - Gross profit for the quarter ended March 31, 2023 was $69,824, a decrease of 3 percent compared to the year-ago quarter.

The decrease was driven by a decrease in gross profit in the Distilling Solutions and Branded Spirits segments, partially offset by an increase in gross profit in the Ingredient Solutions segment.

Within the Distilling Solutions segment, gross profit declined by $5,905, or 15 percent.

Within the Branded Spirits segment, gross profit was in line with the year-ago quarter, slightly decreasing by $189, or 1 percent.

Within the Ingredient Solutions segment, sales were up 18 percent, primarily due to increased sales of specialty wheat proteins.

Within the Branded Spirits segment, sales were down 2 percent, primarily due to decreased sales of brands in the mid and value price tiers (see “Segment Results”).

Gross profit - Gross profit for the quarter ended June 30, 2023 was $76,295, an increase of 29 percent compared to the year-ago quarter.

The increase was driven by an increase in gross profit in the Distilling Solutions, Branded Spirits and Ingredient Solutions segments.

Within the Distilling Solutions segment, gross profit increased by $8,898, or 30 percent.

Within the Branded Spirits segment, gross profit increased $5,043, or 24 percent.

Within the Ingredient Solutions segment, gross profit increased by $3,130, or 37 percent (see “Segment Results”).

Advertising and promotion expenses - Advertising and promotion expenses for the quarter ended March 31, 2023 were $7,733, an increase of 41 percent compared to the year-ago quarter, primarily driven by increased advertising and promotion investment in the Branded Spirits segment, specifically in the premium plus price tiers.

SG&A expenses - SG&A expenses for the quarter ended March 31, 2023 were $20,532, an increase of 26 percent compared to the year-ago quarter, primarily due to higher personnel expense.

Operating income - Operating income for the quarter ended March 31, 2023 decreased to $41,559 from $50,080 for the quarter ended March 31, 2022, primarily due to a decrease in gross profit in the Distilling Solutions and Branded Spirits segments as well as an increase in the previously described advertising and promotion and SG&A expenses.

These decreases were partially offset by an increase in gross profit in the Ingredient Solutions segment.

Advertising and promotion expenses - Advertising and promotion expenses for the quarter ended June 30, 2023 were $8,639, an increase of 42 percent compared to the year-ago quarter, primarily driven by increased advertising and promotion investment in the Branded Spirits segment, specifically in the premium plus price tiers.

SG&A expenses - SG&A expenses for the quarter ended June 30, 2023 were $23,513, an increase of 32 percent compared to the year-ago quarter, primarily due to higher personnel expenses and business acquisition costs related to the acquisition of Penelope.

Operating income - Operating income for the quarter ended June 30, 2023 increased to $44,143 from $35,306 for the quarter ended June 30, 2022, primarily due to a increase in gross profit in the Distilling Solutions, Branded Spirits, and Ingredient Solutions segments.

These increases were partially offset by increases in the previously described SG&A and advertising and promotion expenses.

Operating income, quarter versus quarter Operating Income Change

Operating income for the quarter ended March 31, 2022

Decrease in gross profit - Distilling Solutions segment (a)

Operating income for the quarter ended June 30, 2022

Increase in gross profit - Distilling Solutions segment (a)

Increase in gross profit - Branded Spirits segment (a)

5,043 14 pp (b)

Decrease in gross profit - Branded Spirits segment (a)

Increase in gross profit - Ingredient Solutions segment (a)

3 unchanged sentences

(5,660) (16) pp

Operating income for the quarter ended March 31, 2023

Operating income for the quarter ended June 30, 2023

$ 44,143 25 %

(a) See segment discussion.

(a) See “Segment Results.”

(b) Percentage points (“pp”).

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

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

The decrease in income tax expense, quarter versus quarter, was due primarily to lower income before income taxes.

The increase in effective tax rate, quarter versus quarter, was due primarily to lower state tax credits.

Earnings per common share (“EPS”) - Basic EPS was $1.40 for the quarter ended March 31, 2023, compared to $1.69 for the quarter ended March 31, 2022.

The change in Basic EPS, quarter versus quarter, was primarily due to a decrease in operating income.

Diluted EPS was $1.39 for the quarter ended March 31, 2023, compared to $1.69 for the quarter ended March 31, 2022.

The change in Diluted EPS, quarter versus quarter, was primarily due to the same changes as Basic EPS as well as the impact of dilutive shares outstanding related to the conversion feature of the Convertible Senior Notes.

Income tax expense - Income tax expense for the quarter ended June 30, 2023 was $10,804, for an effective tax rate of 25.3 percent.

Income tax expense for the quarter ended June 30, 2022 was $7,339, for an effective tax rate of 22.4 percent.

The increase in income tax expense, quarter versus quarter, was due primarily to higher income before income taxes and lower tax credits.

Earnings per common share (“EPS”) - Basic and diluted EPS was $1.44 for the quarter ended June 30, 2023, compared to $1.15 for the quarter ended June 30, 2022.

The change in basic and diluted EPS, quarter versus quarter, was primarily due to an increase in operating income.

Change in basic and diluted EPS, quarter versus quarter Basic and Diluted EPS Change

Basic and diluted EPS for the quarter ended March 31, 2022

Basic and diluted EPS for the quarter ended June 30, 2022

Change in operating income (a)

Change in other income (expense), net (a)

0.03 3 pp (b)

Change in interest expense, net (a)

Change in effective tax rate (0.06) (5) pp

Basic and diluted EPS for the quarter ended June 30, 2023

(a) Net of tax based on the effective tax rate for the base year (2022).

(b) Percentage points (“pp”).

The table below details the consolidated results for the year to date ended June 30, 2023 and 2022:

Year to Date Ended June 30,

2023 2022 2023 v.

Sales $ 410,011 $ 390,217 5 %

Cost of sales 263,892 259,172 2

Gross profit 146,119 131,045 12

Gross margin % 35.6 % 33.6 % 2.0 pp (a)

Advertising and promotion expenses 16,372 11,569 42

SG&A expenses 44,045 34,090 29

Operating income 85,702 85,386 —

Operating margin % 20.9 % 21.9 % (1.0) pp

Interest expense, net (2,277) (3,141) 28

Other income (expense), net 30 (1,008) 103

Income before income taxes 83,455 81,237 3

Income tax expense 20,459 18,504 11

Effective tax expense rate % 24.5 % 22.8 % 1.7 pp

Net income $ 62,996 $ 62,733 — %

Net income margin % 15.4 % 16.1 % (0.7) pp

(a) Percentage points (“pp”).

Sales - Sales for the year to date ended June 30, 2023 were $410,011, an increase of 5 percent compared to the year-ago period, which was the result of increased sales in the Distilling Solutions, Ingredient Solutions, and Branded Spirits segments.

Within the Distilling Solutions segment, sales were up 5 percent, primarily due to an increase in the sales of brown goods within premium beverage alcohol.

Within the Ingredient Solutions segment, sales were up 14 percent, primarily due to increased sales of specialty wheat proteins and commodity wheat starches.

Within the Branded Spirits segment, sales were in line with the year-ago period (see “Segment Results”).

Gross profit - Gross profit for the year to date ended June 30, 2023 was $146,119, an increase of 12 percent compared to the year-ago period.

The increase was driven by an increase in gross profit in the Ingredient Solutions, Branded Spirits, and Distilling Solutions segments.

In the Ingredient Solutions segment, gross profit increased by $7,227, or 44 percent.

In the Branded Spirits segment, gross profit increased by $4,854, or 11 percent.

In the Distilling Solutions segment, gross profit increased by $2,993, or 4 percent (see “Segment Results”).

Advertising and promotion expenses - Advertising and promotion expenses for the year to date ended June 30, 2023 were $16,372, an increase of 42 percent compared to the year-ago period, primarily driven by increased advertising and promotion investment in the Branded Spirits segment, specifically in the premium plus price tiers.

SG&A expenses - SG&A expenses for the year to date ended June 30, 2023 were $44,045, an increase of 29 percent compared to the year-ago period.

The increase in SG&A expenses was primarily due to higher personnel expenses and business acquisition expenses related to the acquisition of Penelope.

Operating income - Operating income for the year to date ended June 30, 2023 increased to $85,702 from $85,386 for the year to date period ended June 30, 2022, primarily due to increased gross profit in the Ingredient Solutions, Branded Spirits, and Distilling Solutions segments.

These were partially offset by an increase in the previously described SG&A and advertising and promotion expenses.

Operating income, year to date versus year to date Operating Income Change

Operating income for the year to date ended June 30, 2022

Increase in gross profit - Ingredient Solutions segment (a)

Increase in gross profit - Branded Spirits segment (a)

4,854 6 pp(b)

Increase in gross profit - Distilling Solutions segment (a)

Increase in advertising and promotion expenses

(4,803) (6) pp

Increase in SG&A expenses

(9,955) (12) pp

Operating income for the year to date ended June 30, 2023

(a) See “Segment Results.”

(b) Percentage points (“pp”).

Income tax expense - Income tax expense for the year to date ended June 30, 2023 was $20,459, for an effective tax rate of 24.5 percent.

Income tax expense for the year to date ended June 30, 2022, was $18,504, for an effective tax rate of 22.8 percent.

The increase in income tax expense, year to date versus year to date, was primarily due to higher income before income taxes and lower tax credits.

Earnings per common share - Basic EPS for the year to date ended June 30, 2023 was consistent with the prior year period of $2.84.

Diluted EPS was $2.83 for the year to date ended June 30, 2023, compared to $2.84 for the year to date ended June 30, 2022.

The change in diluted EPS, year to date versus year to date, was primarily due to the impact of dilutive shares outstanding related to the conversion feature of the Convertible Senior Notes.

Change in basic and diluted EPS, year to date versus year to date Basic and Diluted EPS Change

Basic and diluted EPS for the year to date ended June 30, 2022

Change in interest expense, net (a)

Change in other income (expense), net (a)

Change in operating income (a)

Change in effective tax rate (0.06) (2) pp

Change in weighted average shares outstanding (0.01) — pp

Basic EPS for the quarter ended March 31, 2023

$ 1.40 (18) %

Basic EPS for the year to date ended June 30, 2023

Impact of dilutive shares outstanding (0.01) — pp

Diluted EPS for the quarter ended March 31, 2023

$ 1.39 (19) %

(a) Item is net of tax based on the effective tax rate for the base year (2022).

Diluted EPS for the year to date ended June 30, 2023

(a) Net of tax based on the effective tax rate for the base year (2022).

(b) Percentage points (“pp”)

1 unchanged sentence

Distilling Solutions

The following tables show selected financial information for the Distilling Solutions segment for the quarters ended March 31, 2023 and 2022.

The following tables show selected financial information for the Distilling Solutions segment for the quarters ended June 30, 2023 and 2022.

DISTILLING SOLUTIONS SALES

Quarter Ended March 31, Quarter versus Quarter Sales Change Increase/(Decrease)

Quarter Ended June 30, Quarter versus Quarter Sales Change Increase/(Decrease)

2023 2022 $ Change % Change

12 unchanged sentences

Other Financial Information

Quarter Ended March 31, Quarter versus Quarter Increase / (Decrease)

Quarter Ended June 30, Quarter versus Quarter Increase / (Decrease)

2023 2022 $ Change % Change

7 unchanged sentences

(d) Percentage points (“pp”).

Total sales of the Distilling Solutions segment for the quarter ended March 31, 2023 increased by $1,714, or 2 percent, compared to the prior year quarter.

Sales of brown goods within premium beverage alcohol, warehouse services, and distillers feed and related co-products increased while white goods within premium beverage alcohol, industrial alcohol, and fuel grade alcohol decreased.

The increase in sales of brown goods was driven by a higher average selling price, partially offset by lower sales volume.

This increase was partially offset by a decrease in sales of white goods and industrial alcohol, which was driven primarily by lower sales volume, partially offset by a higher average selling price.

Gross profit decreased quarter versus quarter by $5,905, or 15 percent.

Gross margin for the quarter ended March 31, 2023 decreased to 29.2 percent from 34.9 percent for the prior year quarter.

The decrease in gross profit was primarily due to higher input costs and lower sales volume for brown goods, as well as higher input costs for white goods and industrial alcohol.

The average selling price for these products also increased, but not enough to offset the higher input costs and lower sales volumes.

Total sales of the Distilling Solutions segment for the quarter ended June 30, 2023 increased by $9,727, or 9 percent, compared to the prior year quarter.

Sales of brown goods within premium beverage alcohol and warehouse services increased while distillers feed and related co-products, industrial alcohol, fuel grade alcohol, and white goods within premium beverage alcohol decreased.

The increase in sales of brown goods was primarily driven by higher average selling price.

This increase was partially offset by a decrease in sales of distillers feed and related co-products, industrial alcohol, fuel grade alcohol, and white goods, which was driven primarily by lower sales volume.

The decrease in white goods and industrial alcohol were partially offset by higher average selling price.

Gross profit increased quarter versus quarter by $8,898, or 30 percent.

Gross margin for the quarter ended June 30, 2023 increased to 33.1 percent from 27.8 percent for the prior year quarter.

The increase in gross profit was primarily due to higher average selling price for brown goods and white goods.

These increases in gross profit were partially offset by higher input costs across all product categories.

The following tables show selected financial information for the Distilling Solutions segment for the year to date ended June 30, 2023 and 2022.

DISTILLING SOLUTIONS SALES

Year to Date Ended June 30, Year to Date versus Year to Date

Sales Change Increase/(Decrease)

2023 2022 $ Change % Change

Brown Goods $ 141,448 $ 118,476 $ 22,972 19 %

White Goods 32,770 37,527 (4,757) (13)

Premium beverage alcohol 174,218 156,003 18,215 12

Industrial alcohol 20,504 24,380 (3,876) (16)

Food grade alcohol 194,722 180,383 14,339 8

Fuel grade alcohol 4,454 6,594 (2,140) (32)

Distillers feed and related co-products 17,307 20,184 (2,877) (14)

Warehouse services 13,605 11,486 2,119 18

Total Distilling Solutions $ 230,088 $ 218,647 $ 11,441 5 %

Change in Year to Date versus Year to Date Sales Attributed to:

Net Price/Mix (c)

Premium beverage alcohol 12% (12)% 24%

Other Financial Information

Year to Date Ended June 30, Year to Date versus Year to Date Increase / (Decrease)

2023 2022 $ Change % Change

Gross profit $ 71,706 $ 68,713 $ 2,993 4 %

Gross margin % 31.2 % 31.4 % (0.2) pp (d)

(a) Total sales change is calculated by taking the difference between current period sales dollars and prior period sales dollars, divided by prior period sales dollars.

(b) Volume change is calculated by taking the difference between current period sales volume and prior period sales volume, multiplied by prior period sales per unit.

The product is then divided by prior period sales dollars.

(c) Price/Mix change is calculated by taking the difference between current period sales-per-unit and prior period sales-per unit, multiplied by current period sales volume.

The product is then divided by prior period sales dollars.

(d) Percentage points (“pp”).

Total sales of the Distilling Solutions segment for the year to date ended June 30, 2023 increased by $11,441, or 5 percent compared to the year-ago period.

Sales of brown goods within premium beverage alcohol and warehouse services increased while white goods within premium beverage alcohol, industrial alcohol, distillers feed and related co-products, and fuel grade alcohol decreased compared to the prior year to date period.

The increase in sales of brown goods was driven by higher average selling price, partially offset by lower sales volume.

This increase was partially offset by a decrease in sales of white goods and industrial alcohol, which was driven primarily by lower sales volume, partially offset by higher average selling price.

Additionally, sales of distilleries feed and related co-products and fuel grade alcohol decreased primarily due to a decrease in sales volume.

Gross profit for the year to date ended June 30, 2023 increased by $2,993, or 4 percent compared to the year-ago period.

Gross margin for the year to date ended June 30, 2023 decreased slightly to 31.2 percent from 31.4 percent for the prior year period.

The increase in gross profit was due primarily to higher average selling price on brown goods.

This increase was partially offset by higher input costs across all product categories.

The average selling price for white goods, industrial alcohol, and distillers feed and related co-products increased, but not enough to offset the higher input costs which caused a slight decrease in the gross margin percentage.

Branded Spirits

The following tables show selected financial information for the Branded Spirits segment for the quarters ended March 31, 2023 and 2022.

The following tables show selected financial information for the Branded Spirits segment for the quarters ended June 30, 2023 and 2022.

BRANDED SPIRITS SALES

Quarter Ended March 31, Quarter versus Quarter Sales Change Increase/(Decrease)

Quarter Ended June 30, Quarter versus Quarter Sales Change Increase/(Decrease)

2023 2022 $ Change % Change

11 unchanged sentences

Other Financial Information

Quarter Ended March 31, Quarter versus Quarter Increase / (Decrease)

Quarter Ended June 30, Quarter versus Quarter Increase / (Decrease)

2023 2022 $ Change % Change

7 unchanged sentences

(d) Percentage points (“pp”).

Total sales of the Branded Spirits segment for the quarter ended March 31, 2023 increased by $1,132, or 2 percent compared to the prior year quarter.

Sales increased primarily due to an increase in sales of brands within the value and mid price tiers primarily due to a distributor realignment which resulted in increased sales volume in these price tiers.

These increases were partially offset by a decrease in the ultra premium price tier primarily due to timing of sales of our American whiskey brands.

Gross profit decreased quarter versus quarter by $189, or 1 percent.

Gross margin for the quarter ended March 31, 2023 decreased to 43.2 percent from 44.5 percent for the prior year quarter.

The decrease in gross profit was primarily driven by a decrease in sales volume in the ultra premium price tier due to the timing of sales of our American whiskey brands, partially offset by increased sales price and volume of brands within the mid and value price tiers.

Total sales of the Branded Spirits segment for the quarter ended June 30, 2023 decreased by $950, or 2 percent compared to the prior year quarter.

The decrease was primarily driven by decreased sales of brands within the mid and value price tiers primarily due to timing of sales associated with a distributor realignment made by the Company during the first quarter of 2023.

These decreases were partially offset by an increase in the ultra premium price tier primarily due to an increase in sales of our American whiskey brands, including the additional brands acquired as part of the acquisition of Penelope.

Gross profit increased quarter versus quarter by $5,043, or 24 percent.

Gross margin for the quarter ended June 30, 2023 increased to 45.1 percent from 35.8 percent for the prior year quarter.

The increase in gross profit was primarily driven by an increase in sales volume and average selling price in the ultra premium price tier, partially offset by a decrease in sales volume of brands within the mid and value price tiers.

The following tables show selected financial information for the Branded Spirits segment for the year to date ended June 30, 2023 and 2022.

BRANDED SPIRITS SALES

Year to Date Ended June 30, Year to Date versus Year to Date Sales Change Increase/(Decrease)

2023 2022 $ Change % Change

Ultra premium $ 23,487 $ 22,032 $ 1,455 7 %

Super premium 5,977 6,172 (195) (3)

Premium 13,045 11,915 1,130 9

Premium plus 42,509 40,119 2,390 6

Mid 37,925 42,574 (4,649) (11)

Value 24,999 24,207 792 3

Other 9,066 7,417 1,649 22

Total Branded Spirits $ 114,499 $ 114,317 $ 182 — %

Change in Year to Date versus Year to Date Sales Attributed to:

Net Price/Mix (c)

Total Branded Spirits —% (9)% 9%

Other Financial Information

Year to Date Ended June 30, Year to Date versus Year to Date Increase / (Decrease)

2023 2022 $ Change % Change

Gross profit $ 50,596 $ 45,742 $ 4,854 11 %

Gross margin % 44.2 % 40.0 % 4.2 pp (d)

(a) Total sales change is calculated by taking the difference between current period sales dollars and prior period sales dollars, divided by prior period sales dollars.

(b) Volume change is calculated by taking the difference between current period sales volume and prior period sales volume, multiplied by prior period sales per unit.

The product is then divided by prior period sales dollars.

(c) Price/Mix change is calculated by taking the difference between current period sales-per-unit and prior period sales-per unit, multiplied by current period sales volume.

The product is then divided by prior period sales dollars.

(d) Percentage points (“pp”).

Total sales of Branded Spirits for the year to date ended June 30, 2023 were in line with sales from the year ago period.

Sales within the other category increased primarily due to increased sales volume of private label brands.

Sales of brands within the ultra premium and premium price tiers increased due to an increase in average selling price as well the additional brands acquired as part of the acquisition of Penelope.

These increases were primarily offset by decreased sales of brands within the mid price tier, primarily due to decreased sales volume.

Gross profit for the year to date ended June 30, 2023 increased by $4,854, or 11 percent.

Gross margin for the year to date ended June 30, 2023 increased to 44.2 percent from 40.0 percent for the prior year.

The increase in gross profit was primarily driven by an increase in average selling price in the ultra premium and premium price tier.

Ingredient Solutions

The following tables show selected financial information for the Ingredient Solutions segment for the quarters ended March 31, 2023 and 2022.

The following tables show selected financial information for the Ingredient Solutions segment for the quarters ended June 30, 2023 and 2022.

INGREDIENT SOLUTIONS SALES

Quarter Ended March 31, Quarter versus Quarter Sales Change Increase / (Decrease)

Quarter Ended June 30, Quarter versus Quarter Sales Change Increase / (Decrease)

2023 2022 $ Change % Change

8 unchanged sentences

Other Financial Information

Quarter Ended March 31, Quarter versus Quarter Increase / (Decrease)

Quarter Ended June 30, Quarter versus Quarter Increase / (Decrease)

2023 2022 $ Change % Change

7 unchanged sentences

(d) Percentage points (“pp”).

Total sales of the Ingredient Solutions segment for the quarter ended March 31, 2023 increased by $2,929, or 10 percent, compared to the prior year quarter.

The increase was primarily driven by higher sales of specialty wheat proteins, commodity wheat proteins and commodity wheat starches due to higher average selling prices.

These increases were partially offset by a decrease in specialty wheat starches due primarily to lower sales volume, partially offset by higher average selling prices.

Total sales of the Ingredient Solutions segment for the quarter ended June 30, 2023 increased by $5,242, or 18 percent, compared to the prior year quarter.

The increase was primarily driven by higher sales of specialty wheat proteins and commodity wheat starches primarily due to higher average selling prices and higher sales volume.

Additionally, sales for specialty wheat starches increased primarily due to higher average selling prices, partially offset by lower sales volume.

Gross profit increased quarter versus quarter by $3,130, or 37 percent.

Gross margin for the quarter ended March 31, 2023 increased to 39.5 percent from 29.0 percent for the prior year quarter.

The increase in gross profit was primarily driven by higher average selling price across all product categories, partially offset by higher input costs for specialty wheat starches and proteins.

Gross margin for the quarter ended June 30, 2023 increased to 33.6 percent from 29.0 percent for the prior year quarter.

The increase in gross profit was primarily driven by higher average selling price across all product categories, partially offset by higher input costs across all product categories.

The following tables show selected financial information for the Ingredient Solutions segment for the year to date June 30, 2023 and 2022.

INGREDIENT SOLUTIONS SALES

Year to Date Ended June 30, Year to Date versus Year to Date Sales Change Increase/(Decrease)

2023 2022 $ Change % Change

Specialty wheat starches $ 31,781 $ 31,204 $ 577 2 %

Specialty wheat proteins 24,478 19,528 4,950 25

Commodity wheat starches 8,644 6,483 2,161 33

Commodity wheat proteins 521 38 483 1,271

Total Ingredient Solutions $ 65,424 $ 57,253 $ 8,171 14 %

Change in Year to Date versus Year to Date Sales Attributed to:

Net Price/Mix (c)

Total Ingredient Solutions 14% (6)% 20%

Other Financial Information

Year to Date Ended June 30, Year to Date versus Year to Date Increase / (Decrease)

2023 2022 $ Change % Change

Gross profit $ 23,817 $ 16,590 $ 7,227 44 %

Gross margin % 36.4 % 29.0 % 7.4 pp (d)

(a) Total sale changes is calculated by taking the difference between current period sales dollars and prior period sales dollars, divided by prior period sales dollars.

(b) Volume change is calculated by taking the difference between current period sales volume and prior period sales volume, multiplied by prior period sales per unit.

The product is then divided by prior period sales dollars.

(c) Price/Mix change is calculated by taking the difference between current period sales-per-unit and prior period sales-per unit, multiplied by current period sales volume.

The product is then divided by prior period sales dollars.

(d) Percentage points (“pp”).

Total sales of the Ingredient Solutions segment for the year to date ended June 30, 2023 increased by $8,171, or 14 percent, compared to the prior year period.

The increase in Ingredient Solutions sales was primarily driven by higher sales of specialty wheat proteins due to higher average selling price and higher sales volume.

Additionally, sales of commodity wheat starches, specialty wheat starches, and commodity wheat proteins increased primarily due to higher average selling price.

Gross profit increased by $7,227, or 44 percent for the year to date ended June 30, 2023 compared to the prior year period.

Gross margin for the year to date ended June 30, 2023 increased to 36.4 percent from 29.0 percent for the prior year period.

The increase in gross profit was primarily driven by higher average selling price across all product categories, partially offset by higher input across all product categories.

CASH FLOW, FINANCIAL CONDITION, AND LIQUIDITY

We believe our financial condition continues to be of high quality, as evidenced by our ability to generate adequate cash from operations while having ready access to capital at competitive rates.

Operating cash flow and borrowings through our Credit Agreement, Convertible Senior Notes and Note Purchase Agreement (Note 4) provide the primary sources of cash to fund operating needs and capital expenditures.

These same sources of cash are used to fund shareholder dividends and other discretionary uses.

Operating cash flow and borrowings through our Credit Agreement, Convertible Senior Notes and Note Purchase Agreement (see Note 5) provide the primary sources of cash to fund operating needs and capital expenditures.

These same sources of cash are used to fund stockholder dividends and other discretionary uses.

Our overall liquidity reflects our strong business results and an effective cash management strategy that takes into account liquidity management, economic factors, and tax considerations.

We expect our sources of cash to be adequate to provide for budgeted capital expenditures, potential mergers or acquisitions, and anticipated operating requirements for the foreseeable future.

We expect our sources of cash to be adequate to provide for budgeted capital expenditures, potential mergers or acquisitions, and anticipated operating requirements for the next 12 months and beyond.

Cash Flow Summary

Quarter to Date Ended March 31, Changes, year versus year Increase / (Decrease)

Year to Date Ended June 30, Changes, year versus year Increase / (Decrease)

Cash provided by operating activities $ 20,156 $ 43,019 $ (22,863)

Cash used in investing activities (135,589) (19,484) (116,105)

Cash used in financing activities (4,270) (4,182) (88)

Cash provided by (used in) financing activities 89,462 (7,649) 97,111

Effect of exchange rate changes on cash 41 (39) 80

Increase (decrease) in cash and cash equivalents $ (25,930) $ 15,847 $ (41,777)

Cash decreased $16,161 for the quarter ended March 31, 2023, compared to an increase of $5,727 for the quarter ended March 31, 2022, for a net decrease in cash of $21,888, period versus period.

Cash decreased $25,930 for the year to date ended June 30, 2023, compared to an increase of $15,847 for the year to date ended June 30, 2022, for a net decrease in cash of $41,777, period versus period.

Operating Activities.

Cash provided by operating activities for the quarter ended March 31, 2023 was $5,021.

The cash provided by operating activities resulted primarily from net income of $31,032, adjustments for non-cash or non-operating charges of $7,318, including depreciation and amortization, and share-based compensation, partially offset by cash used in operating assets and liabilities of $33,329.

The primary drivers of the changes in operating assets and liabilities were $19,227 use of cash related to increased accounts receivable, net due to timing of sales and customer payments during the quarter, $18,707 use of cash related to an increase in inventories, primarily due to an increase in finished goods inventory and barreled distillate, and $10,208 use of cash related to a decrease in accrued expenses and other, primarily due to the incentive compensation payout during the quarter.

These uses of cash were partially offset, primarily by $9,043 cash provided by income taxes payable, and $6,498 cash provided by an increase in accounts payable.

Cash provided by operating activities for the quarter ended March 31, 2022 was $22,230.

Cash provided by operating activities for the year to date ended June 30, 2023 was $20,156.

The cash provided by operating activities resulted primarily from net income of $62,996, adjustments for non-cash or non-operating charges of $17,041, including depreciation and amortization and share-based compensation, partially offset by cash used in operating assets and liabilities, net of the effects of acquisition, of $59,881.

The primary drivers of the changes in operating assets and liabilities were $41,020 use of cash related to an increase in inventories, primarily due to an increase in barreled distillate and finished goods inventory, $35,833 use of cash related to increased accounts receivable, net due to timing of sales and customer payments during the quarter, and $7,048 use of cash related to a decrease in accrued expenses and other, primarily due to incentive compensation expense.

These uses of cash were partially offset, primarily by $22,328 cash provided by an increase in accounts payable due to timing of payments.

Cash provided by operating activities for the year to date ended June 30, 2022 was $43,019.

The cash provided by operating activities resulted primarily from net income of $62,733, adjustments for non-cash or non-operating charges of $13,262, including depreciation and amortization, and share-based compensation, partially offset by cash used in operating assets and liabilities of $32,976.

The primary drivers of the changes in operating assets and liabilities were $13,696 use of cash related to an increase in inventories, primarily barreled distillate, $9,601 use of cash related to increased accounts receivables, net due to increased sales during the quarter, and $8,896 use of cash related to accrued expenses and other primarily related to an incentive compensation payout.

These uses of cash were partially offset by $5,437 cash provided by an increase in income taxes payable and $4,638 cash provided by accounts payable.

The primary drivers of the changes in operating assets and liabilities were $27,508 use of cash related to an increase in inventories, primarily due to an increase in barreled distillate and finished goods inventory, $13,142 use of cash related to increased accounts receivables, net, due to increased sales during the year to date period as well as timing of customer payments, and $4,791 use of cash related to accrued expenses and other primarily related to an increase in incentive compensation.

These uses of cash were partially offset, primarily by $11,438 cash provided by an increase in accounts payable.

Investing Activities.

Cash used in investing activities for the quarter ended March 31, 2023 was $16,945, which primarily resulted from additions to property, plant and equipment of $16,237 (see Capital Spending).

Cash used in investing activities for the quarter ended March 31, 2022 was $12,033, which primarily resulted from additions to property, plant and equipment of $10,642 (see Capital Spending).

Cash used in investing activities for the year to date ended June 30, 2023 was $135,589, which primarily resulted from $104,398 related to the acquisition of Penelope, net of cash acquired, and additions to property, plant, and equipment of $30,055 (see “Capital Spending”).

Cash used in investing activities for the year to date ended June 30, 2022 was $19,484, which primarily resulted from additions to property, plant, and equipment of $18,087 (see “Capital Spending”).

Capital Spending.

We manage capital spending to support our business growth plans.

We have incurred $9,824 and $5,074 of capital expenditures and have paid $16,237 and $10,642 for capital expenditures for the quarter ended March 31, 2023 and 2022, respectively.

We have incurred $23,863 and $14,553 of capital expenditures and have paid $30,055 and $18,087 for capital expenditures for the year to date ended June 30, 2023 and 2022, respectively.

The difference between the amount of capital expenditures incurred and amount paid is due to the change in capital expenditures in accounts payable.

We expect approximately $58,000 in capital expenditures in 2023, which will be used for facility improvement and expansion, facility sustaining projects, and environmental health and safety projects.

We expect approximately $63,000 in capital expenditures in 2023, which includes capital expenditures for facility improvement and expansion, facility sustaining projects, environmental health and safety projects, as well as the planned closure of the Atchison Distillery.

Financing Activities.

Cash used in financing activities for the quarter ended March 31, 2023 was $4,270, due to payments of dividends and dividend equivalents of $2,669 (see Dividends and Dividend Equivalents), purchases of treasury stock of $801 (see Treasury Purchases), and net payments on debt of $800 (see Long-Term and Short-Term Debt).

Cash used in financing activities for the quarter ended March 31, 2022 was $4,182, due to payments of dividends and dividend equivalents of $2,661 (see Dividends and Dividend Equivalents), net payments on debt of $807 (see Long-Term and Short-Term Debt), and purchases of treasury stock of $714 (see Treasury Purchases).

Cash provided by financing activities for the year to date ended June 30, 2023 was $89,462, due to net proceeds on debt of $95,600 (see “Long-Term and Short-Term Debt”), partially offset by payments of dividends and dividend equivalents of $5,337 (see “Dividends and Dividend Equivalents”), and purchases of treasury stock of $801 (see “Treasury Purchases”).

Cash used in financing activities for the year to date ended June 30, 2022 was $7,649, due to payments of dividends and dividend equivalents of $5,322 (see “Dividends and Dividend Equivalents”), net payments on debt of $1,614 (see “Long-Term and Short-Term Debt”), and purchases of treasury stock of $713 (see “Treasury Purchases”).

Treasury Purchases.

22,592 RSUs vested and converted to common shares for employees during the quarter ended March 31, 2023, of which we withheld and purchased for treasury 8,437 shares valued at $801 to cover payment of associated withholding taxes.

29,346 RSUs vested and converted to common shares for employees during the quarter ended March 31, 2022, of which we withheld and purchased for treasury 9,021 shares valued at $711 to cover payment of associated withholding taxes.

22,592 RSUs vested and converted to shares of common stock for employees during the year to date ended June 30, 2023, of which we withheld and purchased for treasury 8,437 shares valued at $801 to cover payment of associated withholding taxes.

29,356 RSUs vested and converted to shares of common stock for employees during the year to date ended June 30, 2022, of which we withheld and purchased for treasury 9,025 shares valued at $713 to cover payment of associated withholding taxes.

Dividends and Dividend Equivalents

4 unchanged sentences

February 23, 2023 March 10, 2023 March 24, 2023 $ 0.12 $ 0.12 $ 2,640 $ 29 $ 2,669

May 4, 2023 May 19, 2023 June 2, 2023 0.12 0.12 2,641 27 2,668

$ 0.24 $ 0.24 $ 5,281 $ 56 $ 5,337

February 22, 2022 March 11, 2022 March 25, 2022 $ 0.12 $ 0.12 $ 2,638 $ 23 $ 2,661

May 5, 2022 May 20, 2022 June 3, 2022 0.12 0.12 2,638 23 2,661

$ 0.24 $ 0.24 $ 5,276 $ 46 $ 5,322

(a) Dividend equivalent payments on unvested participating securities.

1 unchanged sentence

On May 4, 2023, our 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.

On August 3, 2023, we announced a dividend payable to stockholders of record of our common stock, resulting in dividend equivalents payable to certain RSU holders, of $0.12 per share and per RSU.

The dividend and dividend equivalent are payable on September 1, 2023 to stockholders of record and certain RSU holders on August 18, 2023.

Long-Term and Short-Term Debt.

We maintain debt levels we consider appropriate after evaluating a number of factors, including cash flow expectations, cash requirements for ongoing operations, investment and financing plans (including brand development and share repurchase activities) and the overall cost of capital.

Total debt was $229,619 (net of unamortized loan fees of $6,031) at March 31, 2023, and $230,335 (net of unamortized loan fees of $6,115) at December 31, 2022.

We maintain debt levels we consider appropriate after evaluating a number of factors, including cash flow expectations, cash requirements for ongoing operations, investment and financing plans (including brand development, merger and acquisition, and share repurchase activities), and the overall cost of capital.

Total debt was $325,104 (net of unamortized loan fees of $6,946) at June 30, 2023, and $230,335 (net of unamortized loan fees of $6,115) at December 31, 2022.

Financial Condition and Liquidity.

2 unchanged sentences

Our principal sources of cash are product sales and borrowing on our various debt agreements.

Under our debt agreements, we must meet certain financial covenants and restrictions, and at March 31, 2023, we met those covenants and restrictions.

At March 31, 2023, our current assets exceeded our current liabilities by $373,124, largely due to our inventories, at cost, of $308,558.

At March 31, 2023, our cash balance was $31,728 and we have used our various debt agreements for liquidity purposes, with $400,000 under our Credit Agreement remaining for additional borrowings and up to $120,000 potentially available under the Note Purchase Agreement.

Under our debt agreements, we must meet certain financial covenants and restrictions, and at June 30, 2023, we met those covenants and restrictions.

At June 30, 2023, our current assets exceeded our current liabilities by $402,198, largely due to our inventories, at cost, of $343,826.

At June 30, 2023, our cash balance was $21,959 and we have used our various debt agreements for liquidity purposes, with $302,000 available under our Credit Agreement for additional borrowings and up to $120,000 potentially available through August 23, 2023 under the Note Purchase Agreement (see Note 5).

We anticipate being able to support our short-term liquidity and operating needs largely through cash generated from operations.

We regularly assess our cash needs and the available sources to fund these needs.

We utilize short-term and long-term debt to fund discretionary items, such as capital investments, dividend payments as well as potential mergers and acquisitions.

Subject to market conditions, we could also fund future mergers and acquisitions through the issuance of additional shares of common stock.

We utilize short-term and long-term debt to fund discretionary items, such as capital investments, dividend payments, and potential mergers and acquisitions.

Subject to market conditions, we could also fund future mergers and acquisitions through the issuance of additional shares of our common stock or preferred stock.

In addition, we have strong operating results such that we believe financial institutions should provide sufficient credit funding to meet short-term financing requirements, if needed.

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