What changed in this filing

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Item 1. Financial Statements

2025-07-31 compared with 2025-05-01 · 166 added, 98 removed, 466 unchanged (36% of the section changed)

3 unchanged sentences

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

Quarter Ended March 31,

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

2025 2024 2025 2024

Sales $ 145,494 $ 190,805 $ 267,147 $ 361,368

5 unchanged sentences

Change in fair value of contingent consideration 8,000 5,400 22,700 9,500

Operating income (loss) ( 747 ) 28,917

Operating income 20,318 43,387 19,571 72,304

Interest expense, net ( 1,897 ) ( 2,205 ) ( 3,751 ) ( 4,224 )

Other income (expense), net 215 ( 52 )

Income (loss) before income taxes ( 2,386 ) 26,846

Other income, net 314 943 529 891

Income before income taxes 18,735 42,125 16,349 68,971

Income tax expense 4,308 10,108 4,979 16,370

Net income (loss) ( 3,057 ) 20,584

Net loss attributable to noncontrolling interest 33 51

Net income (loss) attributable to MGP Ingredients, Inc.

Net income 14,427 32,017 11,370 52,601

Net loss (income) attributable to noncontrolling interest ( 1 ) 68 32 119

Net income attributable to MGP Ingredients, Inc.

14,426 32,085 11,402 52,720

Income (loss) attributable to participating securities 30 ( 239 )

Net income (loss) used in earnings per common share calculation $ ( 2,994 ) $ 20,396

Income attributable to participating securities ( 159 ) ( 347 ) ( 127 ) ( 572 )

Net income used in earnings per common share calculation $ 14,267 $ 31,738 $ 11,275 $ 52,148

Weighted average common shares

8 unchanged sentences

(Dollars in thousands)

Quarter Ended March 31,

Net income (loss) attributable to MGP Ingredients, Inc.

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

2025 2024 2025 2024

Net income attributable to MGP Ingredients, Inc.

$ 14,426 $ 32,085 $ 11,402 $ 52,720

Other comprehensive income (loss), net of tax:

Unrealized gain on foreign currency translation adjustment 317 —

Unrealized gain (loss) on foreign currency translation adjustment 638 ( 76 ) 955 ( 76 )

Change in Company-sponsored post-employment benefit plan ( 21 ) ( 40 ) ( 42 ) ( 80 )

Other comprehensive income (loss) 617 ( 116 ) 913 ( 156 )

Comprehensive income (loss) attributable to MGP Ingredients, Inc.

Comprehensive income attributable to MGP Ingredients, Inc.

15,043 31,969 12,315 52,564

Comprehensive loss attributable to noncontrolling interest ( 33 ) ( 51 )

Comprehensive income (loss) $ ( 2,761 ) $ 20,544

Comprehensive income (loss) attributable to noncontrolling interest 1 ( 68 ) ( 32 ) ( 119 )

Comprehensive income $ 15,044 $ 31,901 $ 12,283 $ 52,445

See accompanying notes to unaudited condensed consolidated financial statements

2 unchanged sentences

(Unaudited) (Dollars in thousands)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current Assets

Cash and cash equivalents $ 17,320 $ 25,273

Receivables (less allowance for credit loss, $ 1,875 at both March 31, 2025, and December 31, 2024)

Receivables (less allowance for credit loss, $ 2,262 and $ 1,875 at June 30, 2025, and December 31, 2024, respectively)

117,190 148,488

35 unchanged sentences

authorized 40,000,000 shares;

issued 23,125,166 shares at March 31, 2025 and December 31, 2024;

and 21,270,343 and 21,194,707 shares outstanding at March 31, 2025 and December 31, 2024, respectively

issued 23,125,166 shares at June 30, 2025 and December 31, 2024;

and 21,291,442 and 21,194,707 shares outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 329,256 332,195

Retained earnings 570,154 563,929

Accumulated other comprehensive loss ( 362 ) ( 658 )

Treasury stock, at cost, 1,854,823 and 1,930,459 shares at March 31, 2025 and December 31, 2024, respectively

Accumulated other comprehensive income (loss) 255 ( 658 )

Treasury stock, at cost, 1,833,724 and 1,930,459 shares at June 30, 2025 and December 31, 2024, respectively

( 64,600 ) ( 68,019 )

8 unchanged sentences

(Dollars in thousands)

Quarter to Date Ended March 31,

Year to Date Ended June 30,

Cash Flows from Operating Activities

Net income (loss) $ ( 3,057 ) $ 20,584

Net income $ 11,370 $ 52,601

Adjustments to reconcile net income to net cash provided by operating activities:

1 unchanged sentence

Share-based compensation 2,030 1,981

Equity method investment loss (gain) ( 257 ) 296

Equity method investment gain ( 494 ) ( 614 )

Deferred income taxes, including change in valuation allowance ( 901 ) ( 10 )

20 unchanged sentences

( 1,035 ) ( 9,735 )

Loan fees paid related to borrowings ( 2,712 ) —

Proceeds from long-term debt 28,000 50,000

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For Quarter to Date Ended March 31, 2025 and 2024

For Year to Date Ended June 30, 2025

(Dollars in thousands)

10 unchanged sentences

Other comprehensive income — — — — 296 — — 296

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

Dividends declared (a)

— — — ( 2,578 ) — — — ( 2,578 )

4 unchanged sentences

4 6,715 328,935 558,327 ( 362 ) ( 65,270 ) ( 1,656 ) 826,693

Comprehensive income:

Net income — — — 14,426 — — 1 14,427

Other comprehensive income — — — — 617 — — 617

Dividends declared (a)

— — — ( 2,599 ) — — — ( 2,599 )

Share-based compensation — — 991 — — — — 991

Stock shares awarded, forfeited or vested — — ( 670 ) — — 670 — —

Balance, June 30, 2025

$ 4 $ 6,715 $ 329,256 $ 570,154 $ 255 $ ( 64,600 ) $ ( 1,655 ) $ 840,129

(a) Dividends and dividend equivalents were $ 0.12 per common share, per restricted stock unit, and per performance stock unit for the quarters ended March 31, 2025 and June 30, 2025.

See accompanying notes to unaudited condensed consolidated financial statements

MGP INGREDIENTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For Year to Date Ended June 30, 2024

(Dollars in thousands)

Preferred Issued Common Additional

9 unchanged sentences

Other comprehensive loss — — — — ( 40 ) — — ( 40 )

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

Dividends declared (a)

— — — ( 2,670 ) — — — ( 2,670 )

4 unchanged sentences

4 6,715 329,460 557,848 ( 437 ) ( 26,571 ) ( 1,476 ) 865,543

Comprehensive income:

Net income (loss) — — — 32,085 — — ( 68 ) 32,017

Other comprehensive income — — — — ( 116 ) — — ( 116 )

Dividends declared (a)

— — — ( 2,668 ) — — — ( 2,668 )

Share-based compensation — — 911 — — — — 911

Stock shares awarded, forfeited, or vested — — ( 658 ) — — 658 — —

Stock shares repurchased — — — — — ( 2,774 ) — ( 2,774 )

Balance, June 30, 2024

$ 4 $ 6,715 $ 329,713 $ 587,265 $ ( 553 ) $ ( 28,687 ) $ ( 1,544 ) $ 892,913

(a) Dividends and dividend equivalents were $ 0.12 per common share and per restricted stock unit for the quarters ended March 31, 2024 and June 30, 2024.

See accompanying notes to unaudited condensed consolidated financial statements

16 unchanged sentences

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

These unaudited condensed consolidated financial statements as of and for the quarter ended March 31, 2025, 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, 2024, filed with the Securities and Exchange Commission (the “SEC”).

These unaudited condensed consolidated financial statements as of and for the quarter and year to date ended June 30, 2025, 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, 2024, filed with the Securities and Exchange Commission (the “SEC”).

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

16 unchanged sentences

Inventory consists of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Finished goods $ 44,776 $ 43,952

51 unchanged sentences

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

As of March 31, 2025, Company determined that goodwill and indefinite-lived intangible assets were not impaired.

As of June 30, 2025, Company determined that goodwill and indefinite-lived intangible assets were not impaired.

The Company will continue to evaluate its goodwill and indefinite-lived intangible assets in future quarters.

15 unchanged sentences

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

Excluding the impact of the conversion feature of the Convertible Senior Notes, the fair value of the Company’s debt was $ 226,124 and $ 249,672 at March 31, 2025 and December 31, 2024, respectively.

The financial statement carrying value of total debt (net of unamortized loan fees) was $ 297,114 and $ 323,541 at March 31, 2025 and December 31, 2024, respectively.

Excluding the impact of the conversion feature of the Convertible Senior Notes, the fair value of the Company’s debt was $ 227,906 and $ 249,672 at June 30, 2025 and December 31, 2024, respectively.

The financial statement carrying value of total debt (net of unamortized loan fees) was $ 297,086 and $ 323,541 at June 30, 2025 and December 31, 2024, respectively.

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

4 unchanged sentences

The changes in fair value of the obligation resulted from changes in the key assumptions between measurement dates, such as actual net sales, projected net sales, discount rates, and volatility rates.

During the quarters ended March 31, 2025 and 2024, there were $ 14,700 and $ 4,100 , respectively, in adjustments to the fair value measurement of the contingent consideration obligation, which were included in the change of fair value of contingent consideration on the Condensed Consolidated Statements of Income.

The fair value of the Company’s contingent consideration liability was $ 100,000 and $ 85,300 at March 31, 2025 and December 31, 2024, respectively.

During the quarters ended June 30, 2025 and 2024, there were $ 8,000 and $ 5,400 , respectively, in adjustments to the fair value measurement of the contingent consideration obligation.

During the years to date ended June 30, 2025 and 2024, there were $ 22,700 and $ 9,500 , respectively, in adjustments to the fair value measurement of the contingent consideration obligation.

These adjustments were included in the change in fair value of contingent consideration on the Condensed Consolidated Statements of Income.

The fair value of the Company’s contingent consideration liability was $ 108,000 and $ 85,300 at June 30, 2025 and December 31, 2024, respectively.

The amount payable is based upon achievement of certain net sales targets between the acquisition date and December 31, 2025.

5 unchanged sentences

(“Agricola” and together with DGL, “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 venture on the Condensed Consolidated Balance Sheets, was $ 7,281 and $ 7,024 at March 31, 2025 and December 31, 2024, respectively.

During the quarter ended March 31, 2025, the Company recorded income of $ 257 from its equity method investments, which is recorded in other income (expense), net on the Condensed Consolidated Statements of Income.

During the quarter ended March 31, 2024, the Company recorded a loss of $ 296 which is recorded in other income (expense), net on the Condensed Consolidated Statements of Income.

During the quarters ended March 31, 2025 and 2024, the Company purchased $ 4,042 and $ 8,092 , respectively, of finished goods from LMX and bulk beverage alcohol from the other 50 percent owner of DGL.

The investment in LMX, which is recorded in investment in joint venture on the Condensed Consolidated Balance Sheets, was $ 7,519 and $ 7,024 at June 30, 2025 and December 31, 2024, respectively.

During the quarter and year to date ended June 30, 2025, the Company recorded income of $ 237 and $ 494 , respectively, from its equity method investment.

During the quarter and year to date ended June 30, 2024, the Company recorded income of $ 910 and $ 614 , respectively, from its equity method investments.

Income from the equity method investment is recorded in other income (expense), net on the Condensed Consolidated Statements of Income.

During the quarters ended June 30, 2025 and 2024, the Company purchased $ 6,524 and $ 6,906 , respectively, of finished goods from LMX and bulk beverage alcohol from the other 50 percent owner of DGL.

During the year to date ended June 30, 2025 and 2024, the Company purchased $ 10,566 and $ 14,998 , 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 (“ASUs”) during the quarter ended March 31, 2025.

The Company did not adopt any new Accounting Standard Updates (“ASUs”) during the quarter ended June 30, 2025.

Recently Issued Accounting Pronouncements.

4 unchanged sentences

The guidance is required to be applied on a prospective basis with the option to apply retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact to the Company’s financial statements.

The Company plans to adopt this standard when the guidance becomes effective and it expects this standard to impact the note disclosures with no material impacts to the consolidated financial statements.

ASU 2024-03, Disaggregation of Income Statement Expenses , requires disaggregated disclosures in the notes to the consolidated financial statements of certain categories of expenses that are included in expense line items on the Consolidated Statement of Income.

3 unchanged sentences

ASU 2024-04, Induced Conversions of Convertible Debt Instruments , clarifies the requirement for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishments.

This ASU is effective for annual periods beginning after December 15, 2025.

effective for annual periods beginning after December 15, 2025.

Early adoption is permitted and can be applied either on a prospective basis or retrospective basis.

7 unchanged sentences

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

Quarter Ended March 31,

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

2025 2024 2025 2024

Branded Spirits

8 unchanged sentences

White goods and other co-products

6,942 9,553 12,152 20,118

Total Distilling Solutions 50,000 93,388 96,943 178,240

11 unchanged sentences

The distributor relationships have a useful life of 20 years.

The amortization expense for the quarters ended March 31, 2025 and 2024 was $ 813 .

As of March 31, 2025, the expected future amortization expense related to definite-lived intangible assets is as follows:

The amortization expense for the quarters ended June 30, 2025 and 2024 was $ 814 .

The amortization expense for years to date ended June 30, 2025 and 2024 was $ 1,627 .

As of June 30, 2025, the expected future amortization expense related to definite-lived intangible assets is as follows:

Remainder of 2025 $ 1,628

3 unchanged sentences

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.

The carrying amount of goodwill, which relates to the Branded Spirits segment, was $ 247,789 at both March 31, 2025 and December 31, 2024.

The carrying amount of trade name indefinite-lived intangible assets, which relates to the Branded Spirits segment, was $ 212,990 at both March 31, 2025 and December 31, 2024.

The carrying amount of goodwill, which relates to the Branded Spirits segment, was $ 247,789 at both June 30, 2025 and December 31, 2024.

The carrying amount of trade name indefinite-lived intangible assets, which relates to the Branded Spirits segment, was $ 212,990 at both June 30, 2025 and December 31, 2024.

Corporate Borrowings

1 unchanged sentence

Description (a)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Credit Agreement - Revolver, 5.42 % (variable rate) due 2030

12 unchanged sentences

Long-term debt $ 290,686 $ 317,141

(a) Interest rates are as of March 31, 2025.

(a) Interest rates are as of June 30, 2025.

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

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 that matures on May 14, 2026.

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

On May 14, 2021, the Company amended the Credit Agreement to extend the terms and to increase the principal amount available to $ 400,000 and to permit the Company, subject to obtaining lender approval, to increase the amount of the revolving credit facility by up to an additional $ 100,000 provided certain conditions are satisfied and at the discretion of the lender.

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 with which the Company was in compliance at March 31, 2025.

As of March 31, 2025, the Company had $ 80,000 outstanding borrowings under the Credit Agreement, leaving $ 320,000 available.

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”) which provided for a $ 300,000 revolving credit facility and had a maturity date of May 14, 2026.

On April 24, 2025, the Company entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”) with Wells Fargo Bank, as administrative agent, swingline lender, and issuing lender, and the other lenders and parties thereto.

The A&R Credit Agreement amends and restates the Company’s existing Credit Agreement, extending the maturity date to April 24, 2030.

The A&R Credit Agreement increases the size of the revolving credit facility to $ 500,000 and permits the Company to increase the amount of the revolving credit facility by up to an additional $ 200,000 , subject to certain conditions and at the discretion of the lenders.

The Company incurred $ 2,712 of loan fees related to the A&R Credit Agreement during the quarter ended June 30, 2025.

The A&R Credit Agreement includes certain requirements and covenants with which the Company was in compliance at June 30, 2025.

As of June 30, 2025, the Company had $ 84,000 outstanding borrowings under the A&R Credit Agreement, leaving $ 416,000 available.

Convertible Senior Notes.

2 unchanged sentences

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 1.88 % 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 unless earlier repurchased, redeemed, or converted, per the terms of the Indenture.

4 unchanged sentences

Effective August 23, 2023, the Note Purchase Agreement was amended to increase the total amount of Senior Secured Notes that may be issued under the facility of the Note Purchase Agreement to $ 250,000 .

Additionally, the period for issuing senior secured promissory notes under the Note Purchase Agreement was extended from August 23, 2023 to August 31, 2026.

On April 24, 2025, the Note Purchase Agreement was amended to extend the period for issuing senior secured promissory notes under the Note Purchase Agreement from August 31, 2026 to April 24, 2028.

During 2017, the Company issued $ 20,000 of Series A Senior Secured Notes with a maturity date of August 23, 2027.

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 with which the Company was in compliance at March 31, 2025 .

As of March 31, 2025, the Company had $ 8,000 of Series A Senior Secured Notes and $ 13,600 of additional Senior Secured Notes outstanding under the Note Purchase Agreement, leaving $ 228,400 available under the Note Purchase Agreement.

The Note Purchase Agreement includes certain requirements and covenants with which the Company was in compliance at June 30, 2025 .

As of June 30, 2025, the Company had $ 7,200 of Series A Senior Secured Notes and $ 12,800 of additional Senior Secured Notes outstanding under the Note Purchase Agreement, leaving $ 230,000 available under the Note Purchase Agreement.

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

1 unchanged sentence

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

Income tax expense for the quarter ended March 31, 2025 was $ 671 for an effective tax rate of ( 28.1 ) percent.

The effective tax rate for the quarter ended March 31, 2025 differed from the 21 percent U.S.

federal statutory rate on pretax income primarily due to the discrete tax impact related to vesting of share based awards, state income tax, and income tax on foreign subsidiaries, partially offset by federal and state tax credits.

The tax rate was negative due to the net loss position and the discrete tax impact of the vesting of share based awards granted in the prior years during periods of higher stock prices.

Income tax expense for the quarter ended March 31, 2024 was $ 6,262 for an effective tax rate of 23.3 percent.

The effective tax rate for the quarter ended March 31, 2024 differed from the 21 percent U.S.

On July 4, 2025, President Donald Trump signed the “One Big Beautiful Bill Act” into law.

Under GAAP, the impact of changes in tax law are recognized as a component of the income tax provision related to continuing operations, with the entire impact recognized as a discrete item in the quarter of enactment.

The bill had no impact to the Company’s income tax provision during the quarter ended June 30, 2025, and the Company is currently evaluating the impact the bill may have on the condensed consolidated financial statements in future quarters.

Income tax expense for the quarter and year to date ended June 30, 2025 was $ 4,308 and $ 4,979 , respectively, for an effective tax rate of 23.0 percent and 30.5 percent, respectively.

The effective tax rate for the quarter and year to date ended June 30, 2025 differed from the 21 percent U.S.

federal statutory rate on pretax income primarily due to state income tax and income tax on foreign subsidiaries, partially offset by federal and state tax credits.

In addition, for the year to date ended June 30, 2025, the effective tax rate differed from the U.S.

federal statutory rate on pretax income due to the discrete tax impact related to the vesting of share based awards.

Income tax expense for the quarter and year to date ended June 30, 2024 was $ 10,108 and $ 16,370 , respectively, for an effective tax rate of 24.0 percent and 23.7 percent, respectively.

The effective tax rate for the quarter and year to date ended June 30, 2024 differed from the 21 percent U.S.

federal statutory rate on pretax income primarily due to state income taxes and income taxes on foreign subsidiaries, partially offset by U.S.

2 unchanged sentences

The following table presents computations of basic and diluted EPS:

Quarter Ended March 31,

Net income (loss) (a)

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

2025 2024 2025 2024

Net loss attributable to noncontrolling interest 33 51

Income (loss) attributable to participating securities (unvested shares and units) (b)

Net income (a)

$ 14,427 $ 32,017 $ 11,370 $ 52,601

Net loss (income) attributable to noncontrolling interest ( 1 ) 68 32 119

Income attributable to participating securities (unvested shares and units) (b)

( 159 ) ( 347 ) ( 127 ) ( 572 )

Net income used in EPS calculation $ 14,267 $ 31,738 $ 11,275 $ 52,148

7 unchanged sentences

(a) Net income attributable to all stockholders.

(b) Participating securities included 213,290 and 260,651 unvested restricted stock units (“RSUs”) at March 31, 2025 and 2024, respectively.

(b) Participating securities included 222,462 and 243,243 unvested restricted stock units (“RSUs”) at June 30, 2025 and 2024, respectively.

5 unchanged sentences

The repurchase program has no expiration date and may be modified, suspended, or discontinued at any time by the Company without prior notice.

During the quarter ended March 31, 2025, the Company repurchased no shares under the share repurchase program.

During the quarter ended March 31, 2024, the Company repurchased approximately 59,084 shares of Company Stock for approximately $ 5,000 .

As of March 31, 2025, there was approximately $ 53,412 remaining under the share repurchase program.

During the quarter and year to date ended June 30, 2025, the Company repurchased no shares under the share repurchase program.

During the quarter and year to date ended June 30, 2024, the Company repurchased approximately 33,363 and 92,447 shares, respectively, of Company Stock for approximately $ 2,500 and $ 7,500 , respectively.

As of June 30, 2025, there was approximately $ 53,412 remaining under the share repurchase program.

Common Stock Share Activity.

6 unchanged sentences

Balance, March 31, 2025 437 21,270,343

Issuance of Common Stock — 21,099

Repurchase of Common Stock — —

Balance, June 30, 2025 437 21,291,442

Shares Outstanding

4 unchanged sentences

Balance, March 31, 2024 437 22,009,057

(a) 59,084 shares that were repurchased during the quarter ended March 31, 2024, pursuant to the Company’s share repurchase program.

Issuance of Common Stock — 14,627

Repurchase of Common Stock (a)

Balance, June 30, 2024 437 21,987,685

(a) 59,084 and 33,363 shares that were repurchased during the quarters ended March 31, 2024 and June 30, 2024, respectively, pursuant to the Company’s share repurchase program.

The remaining shares repurchased were related to the tax withholding on equity-based compensation.

14 unchanged sentences

Securities Litigation.

A Lead Plaintiff has been appointed in the securities action and the Court has ordered the Amended Complaint to be filed by May 15, 2025.

The Company believes there are substantial defenses to the claims asserted and intends to defend the lawsuits vigorously.

Lead Plaintiffs filed an Amended Complaint on May 15, 2025, which Defendants moved to dismiss on July 15, 2025.

The Company believes there are substantial defenses to the claims asserted and intends to defend the lawsuit vigorously.

On January 23, 2025, a putative derivative lawsuit captioned Sebald v.

Colo, et al., Case No.

2:25-cv-02034, was filed in the United States District Court for the District of Kansas against two of the Company’s former Chief Executive Officers, its current Interim Chief Executive Officer and Chief Financial Officer, and the members of its Board of Directors (the “Sebald

On March 17, 2025, a second putative derivative lawsuit captioned Reid v.

1 unchanged sentence

2:25-cv-02127, was filed in the United States District Court for the District of Kansas against the same defendants (the “Reid Action”).

On July 1, 2025, the respective plaintiffs in these cases filed a consolidated amended complaint (the “Consolidated Action”).

On May 15, 2025, a third putative derivative lawsuit captioned Kruitwagen v.

Bratcher, et al., Case No.

2:25-cv-02262, was filed in

the United States District Court for the District of Kansas against the same defendants as in the Consolidated Action.

The Company is a “Nominal Defendant” in the lawsuits, which reflects the fact that the lawsuits are maintained by the respective named plaintiffs on behalf of the Company and that the plaintiffs seek damages on the Company’s behalf.

Both complaints allege, among other things, that the defendants breached their fiduciary duties and violated federal securities laws by causing the Company to make false and/or misleading statements and/or omissions in public filings during the class period alleged in the securities actions and also allege breaches of fiduciary duties by failing to maintain internal controls.

The Sebald complaint also alleges breaches of fiduciary duties by seeking shareholder approval of an equity incentive plan, and causing the Company to repurchase its own stock at artificially inflated prices.

The complaints allege, among other things, that the defendants breached their fiduciary duties and violated federal securities laws by causing the Company to make false and/or misleading statements and/or omissions in public filings during the class period alleged in the securities action and also allege breaches of fiduciary duties by failing to maintain internal controls.

The complaints also allege breaches of fiduciary duties by seeking shareholder approval of an equity incentive plan, and causing the Company to repurchase its own stock at artificially inflated prices.

The complaints bring additional claims for unjust enrichment, abuse of control, gross mismanagement, aiding and abetting breaches of fiduciary duties, and waste of corporate assets and seek indemnity and contribution from the named current and former officers.

The Court has consolidated the Sebald Action and Reid Action for discovery purposes.

On July 24, 2025 and July 28, 2025, the Court entered orders staying the Consolidated Action and Kruitwagen, respectively, pending an outcome on the motion to dismiss filed in the putative securities class action.

The Company believes there are substantial defenses to the claims asserted and intends to defend the lawsuits vigorously.

3 unchanged sentences

The 2024 Plan provides for the awarding of stock options, stock appreciation rights, shares of restricted stock, RSUs, performance stock units (“PSUs”), and other stock-based awards for executive officers and other employees, as well as non-employee directors and certain consultants and advisors.

As of March 31, 2025, 1,174,393 shares remain available for issuance under the 2024 Plan, with PSUs counted at the target level established on the award’s grant date.

As of June 30, 2025, 1,128,247 shares remain available for issuance under the 2024 Plan, with PSUs counted at the target level established on the award’s grant date.

Deferred Compensation Plan.

2 unchanged sentences

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, 2025 and 2024 the Company had a loss on deferred compensation plan investments of $ 44 and a gain on deferred compensation plan investments of $ 252 , respectively.

For the quarter and year to date ended June 30, 2025, the Company had a gain on deferred compensation plan investments of $ 92 and $ 48 , respectively, and for the quarter and year to date ended June 30, 2024, the Company had a gain on deferred compensation plan investments of $ 34 and $ 286 , respectively.

EDC 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.

At March 31, 2025 and December 31, 2024, the EDC Plan investments were $ 2,058 and $ 3,653 , respectively, which were recorded in other assets on the Company’s Condensed Consolidated Balance Sheets.

The EDC Plan current liabilities were $ 661 and $ 1,520 at March 31, 2025 and December 31, 2024, respectively, which were included in accrued expenses and other on the Company’s Condensed Consolidated Balance Sheets.

The EDC Plan non-current liabilities were $ 1,398 and $ 2,132 at March 31, 2025 and December 31, 2024, respectively, and were included in other noncurrent liabilities on the Company’s Condensed Consolidated Balance Sheets.

At June 30, 2025 and December 31, 2024, the EDC Plan investments were $ 2,150 and $ 3,653 , respectively, which were recorded in other assets on the Company’s Condensed Consolidated Balance Sheets.

The EDC Plan current liabilities were $ 661 and $ 1,520 at June 30, 2025 and December 31, 2024, respectively, which were included in accrued expenses and other on the Company’s Condensed Consolidated Balance Sheets.

The EDC Plan non-current liabilities were $ 1,489 and $ 2,132 at June 30, 2025 and December 31, 2024, respectively, and were included in other noncurrent liabilities on the Company’s Condensed Consolidated Balance Sheets.

Operating Segments

At March 31, 2025, the Company had three segments:

At June 30, 2025, the Company had three segments:

Branded Spirits, Distilling Solutions, and Ingredient Solutions.

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The following tables present summarized financial information for each segment:

Quarter Ended March 31, 2025

Quarter Ended June 30, 2025

Branded Spirits Distilling Solutions Ingredient Solutions Corporate Total

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Depreciation and amortization $ 2,145 $ 2,025 $ 1,307 $ 353 $ 5,830

Quarter Ended March 31, 2024

Quarter Ended June 30, 2024

Branded Spirits Distilling Solutions Ingredient Solutions Corporate Total

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Depreciation and amortization $ 1,852 $ 1,968 $ 1,170 $ 339 $ 5,329

Year to Date Ended June 30, 2025

Branded Spirits Distilling Solutions Ingredient Solutions Corporate Total

Sales $ 108,747 $ 96,943 $ 61,457 $ — $ 267,147

Cost of Goods Sold 54,565 59,451 51,414 — 165,430

Gross Profit 54,182 37,492 10,043 — 101,717

Advertising and promotion expense 13,922 431 651 81 15,085

SG&A expense 17,969 1,438 2,094 22,860 44,361

Change in fair value of contingent consideration 22,700 — — — 22,700

Operating income $ ( 409 ) $ 35,623 $ 7,298 $ ( 22,941 ) $ 19,571

Depreciation and amortization $ 4,285 $ 4,080 $ 2,578 $ 695 $ 11,638

Year to Date Ended June 30, 2024

Branded Spirits Distilling Solutions Ingredient Solutions Corporate Total

Sales $ 114,187 $ 178,240 $ 68,941 $ — $ 361,368

Cost of Goods Sold 58,022 101,684 55,635 — 215,341

Gross Profit 56,165 76,556 13,306 — 146,027

Advertising and promotion expense 18,582 560 934 272 20,348

SG&A expense 19,940 1,262 1,868 20,668 43,738

Impairment of long-lived assets and other — 137 — — 137

Change in fair value of contingent consideration 9,500 — — — 9,500

Operating income $ 8,143 $ 74,597 $ 10,504 $ ( 20,940 ) $ 72,304

Depreciation and amortization $ 3,675 $ 3,925 $ 2,339 $ 679 $ 10,618

The following table allocates assets to each segment as of:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Identifiable Assets

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Subsequent Events

On May 1, 2025, the Company announced a quarterly dividend payable to stockholders of record of the Company’s common stock, resulting in dividend equivalents payable to RSU holders, of $ 0.12 per share and per RSU.

The dividend and dividend equivalents are payable on May 30, 2025 to stockholders of record and certain RSU holders as of May 16, 2025.

Credit Agreement.

On April 24, 2025, the Company entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, swingline lender, and issuing lender, and the other lenders and parties thereto.

The A&R Credit Agreement amends and restates the Company’s existing credit agreement, dated as of February 14, 2020.

The A&R Credit Agreement increases the size of the revolving credit facility from $ 400,000 to $ 500,000 and extends the maturity date from May 14, 2026 to April 24, 2030.

The A&R Credit Agreement also increased the amount of the revolving credit facility by up to an additional $ 200,000 , subject to certain conditions.

Note Purchase Agreements.

In connection with entering into the A&R Credit Agreement, the Company also entered into a Sixth Amendment to the Note Purchase Agreement and Private Shelf Agreement (the “Sixth Amendment”), among the Company, Prudential, and certain noteholders affiliated with Prudential.

The Sixth Amendment amends the Note Purchase Agreement to extend the period for issuing up to $ 250,000 senior secured promissory notes from August 31, 2026 to April 24, 2028.

On July 31, 2025, the Company announced a quarterly dividend payable to stockholders of record of the Company’s common stock, resulting in dividend equivalents payable to certain RSU holders, of $ 0.12 per share and per RSU.

The dividend and dividend equivalents are payable on August 29, 2025 to stockholders of record and certain RSU holders as of August 15, 2025.

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