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MGP INGREDIENTS INC

For the period ended Sep 30, 2026. Filed Oct 28, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 28, 2026

MGPI$17.12-0.5%Stored close · as of Oct 30, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-07-29.

0000835011-26-000103

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-10-28.

0000835011-26-000124

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 90 previous paragraphs and 91 current paragraphs.

49 unchanged; 34 reworded; 6 added; 7 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 14 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

On October 15, 2026, MGP announced that effective November 2, 2026, its corporate name will change from “MGP Ingredients, Inc.” to “Sempreon, Inc.” and its Nasdaq ticker symbol will also change from “MGPI” to “CASK”.

Current report

Gross profit decreased versus the prior year quarter by $3,001, or 9 percent. Gross margin for the quarter ended September 30, 2026 decreased to 50.2 percent from 53.0 percent for the prior year quarter. The decrease in gross profit was primarily driven by higher costs and lower sales volume of the premium plus price tier, partially offset by favorable net price/mix of the premium plus price tier.

Current report

Gross profit for the year to date ended September 30, 2026 decreased by $4,451, or 5 percent. Gross margin for the year to date ended September 30, 2026 decreased to 50.6 percent from 51.0 percent for the prior year period. The decrease in gross profit and gross margin was primarily driven by higher costs within the premium plus price tier and lower sales volume of our international private label bottled products.

Current report

Gross profit decreased versus the prior year quarter by $4,806, or 34 percent. Gross margin for the quarter ended September 30, 2026 decreased to 32.4 percent from 34.7 percent. The decrease in gross profit was primarily due to lower brown goods sales volume and net price/mix, partially offset by reduced distillation costs.

Current report

Gross profit for the year to date ended September 30, 2026 decreased by $22,371, or 43 percent compared to the year-ago period. Gross margin for the year to date ended September 30, 2026 decreased to 34.0 percent from 37.5 percent. The decrease in gross profit was primarily due to lower brown goods sales volume.

Current report

Gross profit decreased versus the prior year quarter by $1,167, or 39 percent. Gross margin for the quarter ended September 30, 2026 decreased to 6.0 percent from 10.3 percent for the prior year quarter. The decrease in gross profit and gross margin was primarily driven by higher volumes in biofuel and other. This decrease was partially offset by lower costs of specialty wheat proteins and specialty wheat starches primarily due to an initial insurance recovery payment received during the quarter related to a previously disclosed key equipment outage that occurred during the third quarter of 2025.
Removed paragraphs (7)

Previous report

Gross profit decreased versus the prior year quarter by $388, or 1 percent, primarily driven by lower sales volume of private label bottled products within the other category. Gross margin for the quarter ended June 30, 2026 increased to 53.0 percent from 52.8 percent for the prior year quarter, driven primarily by increased sales volume in the premium plus price tier.

Previous report

Gross profit for the year to date ended June 30, 2026 decreased by $1,450, or 3 percent, primarily driven by lower sales volume of private label bottled products within the other category. Gross margin for the year to date ended June 30, 2026 increased to 50.8 percent from 49.8 percent for the prior year period, driven primarily by increased sales volume in the premium plus price tier.

Previous report

Gross profit decreased versus the prior year quarter by $7,510, or 40 percent, primarily due to lower brown goods sales volume. Gross margin for the quarter ended June 30, 2026 increased to 38.7 percent from 37.6 percent for the prior year quarter primarily due to an increase in net price/mix of brown goods and reduced distillation costs.

Previous report

Gross profit for the year to date ended June 30, 2026 decreased by $17,565 compared to the year-ago period, primarily due to lower brown goods sales volume. Gross margin for the year to date ended June 30, 2026 decreased to 34.8 percent from 38.7 percent for the prior year period primarily due to lower brown goods sales.

Previous report

Gross profit decreased versus the prior year quarter by $4,018, or 53 percent. Gross margin for the quarter ended June 30, 2026 decreased to 10.1 percent from 21.7 percent for the prior year quarter. The decrease in gross profit was primarily driven by higher waste starch stream costs in biofuel and other, as well as lower net price/mix of commodity wheat starches. This decrease was partially offset by an increase in net/price mix of specialty wheat starches and proteins.

Previous report

The following tables show selected financial information for the Ingredient Solutions segment for the year to date June 30, 2026 and 2025.

Previous report

(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.
Reworded paragraphs (34)

Previous wording

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 industries and our prospects, plans, financial position, mission, and strategy may constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements about our source of cash being adequate; our ability to support our liquidity and operating needs through cash generated from operations and borrowings; and our capital expenditures. 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.

Current wording

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 industries and our prospects, plans, financial position, mission, and strategy may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements about our sources of cash being adequate; our ability to support our liquidity and operating needs through cash generated from operations and borrowings; and our capital expenditures. 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.

Previous wording

Sales - Sales for the quarter ended June 30, 2026 were $124,357, a decrease of 15 percent compared to the year-ago quarter, which was the result of decreased sales in the Distilling Solutions and Branded Spirits segments, partially offset by increased sales in the Ingredient Solutions segment. Within the Distilling Solutions segment, sales were down 42 percent primarily due to decreased sale volume of brown goods. Within the Branded Spirits segment, sales were down 1 percent primarily due to decreased sales volume of our private label bottled products within the other category. Within the Ingredient Solutions segment, sales were up 2 percent, primarily due to increased sales of biofuel and other (see “Segment Results”).

Current wording

Sales - Sales for the quarter ended September 30, 2026 were $117,911, a decrease of 10 percent compared to the year-ago quarter, which was the result of decreased sales in the Distilling Solutions and Branded Spirits segments, partially offset by increased sales in the Ingredient Solutions segment. Within the Distilling Solutions segment, sales were down 29 percent due to decreased sales volume and net price/mix of brown goods. Within the Branded Spirits segment, sales were down 4 percent primarily due to decreased sales volume of our international private label bottled products within the other category. Within the Ingredient Solutions segment, sales were up 5 percent, primarily due to increased sales volume of biofuel and other byproducts and specialty wheat proteins, partially offset by decreased sales volume of specialty wheat starches (see “Segment Results”).

Previous wording

Gross profit -Gross profit for the quarter ended June 30, 2026 was $46,471, a decrease of 20 percent compared to the year-ago quarter, which was the result of decreased gross profit in each segment. Within the Distilling Solutions segment, gross profit decreased by $7,510, or 40 percent. Within the Ingredient Solutions segment, gross profit decreased by $4,018, or 53 percent. Within the Branded Spirits segment, gross profit decreased $388, or 1 percent (see “Segment Results”).

Current wording

Gross profit -Gross profit for the quarter ended September 30, 2026 was $40,459, a decrease of 18 percent compared to the year-ago quarter, which was the result of decreased gross profit in each segment. Within the Distilling Solutions segment, gross profit decreased by $4,806, or 34 percent. Within the Branded Spirits segment, gross profit decreased $3,001, or 9 percent. Within the Ingredient Solutions segment, gross profit decreased by $1,167, or 39 percent (see “Segment Results”).

Previous wording

Advertising and promotion expenses -Advertising and promotion expenses for the quarter ended June 30, 2026 were $5,683, a decrease of 18 percent compared to the year-ago quarter, primarily driven by timing of advertising and promotion spend.

Current wording

Advertising and promotion expenses -Advertising and promotion expenses for the quarter ended September 30, 2026 were $6,408, a decrease of 4 percent compared to the year-ago quarter, primarily driven by timing of advertising and promotion spend as well as savings resulting from outside agency consolidation.

Previous wording

SG&A expenses -SG&A expenses for the quarter ended June 30, 2026 were $20,237, a decrease of 13 percent compared to the year-ago quarter, primarily driven by our cost savings initiatives.

Current wording

SG&A expenses -SG&A expenses for the quarter ended September 30, 2026 were $21,520, an increase of 14 percent compared to the year-ago quarter, primarily driven by increased incentive compensation accrual, partially offset by our cost savings initiatives.

Previous wording

Operating income -Operating income for the quarter ended June 30, 2026 decreased to $17,652 from $20,318 for the quarter ended June 30, 2025, primarily due to a decrease in gross profit in each segment and an increase in provision for credit loss related to one of our significant customers filing a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code during July 2026. These decreases were partially offset by the change in fair value of contingent consideration, as well as decreases in SG&A and advertising and promotion expenses.

Current wording

Operating income -Operating income for the quarter ended September 30, 2026 decreased to $12,017 from $21,016 for the quarter ended September 30, 2025, primarily due to a decrease in gross profit in each segment, and an increase in SG&A expenses. These decreases were partially offset by the change in fair value of contingent consideration.

Previous wording

Income tax expense - Income tax expense for the quarter ended June 30, 2026 was $3,063, for an effective tax rate of 20.3 percent. Income tax expense for the quarter ended June 30, 2025 was $4,308, 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 decrease in tax rate, quarter versus quarter, was primarily due to the discrete impact of a state law change on the Company’s deferred tax balances.

Current wording

Income tax expense - Income tax expense for the quarter ended September 30, 2026 was $2,047, for an effective tax rate of 22.9 percent. Income tax expense for the quarter ended September 30, 2025 was $4,276, for an effective tax rate of 21.7 percent. The decrease in income tax expense, quarter versus quarter, was due primarily to lower income before income taxes.

Previous wording

Earnings per common share (“EPS”) -Basic and Diluted EPS was $0.55 for the quarter ended June 30, 2026, compared to $0.67 for the quarter ended June 30, 2025. The change in basic and diluted EPS, quarter versus quarter, was primarily due to an increase in interest expense, net and a decrease in operating income.

Current wording

Earnings per common share (“EPS”) -Basic and diluted EPS was $0.32 for the quarter ended September 30, 2026, compared to $0.71 for the quarter ended September 30, 2025. The change in basic and diluted EPS, quarter versus quarter, was primarily due to a decrease in operating income and an increase in interest expense, net, primarily related to higher borrowings on our credit facility due to the Penelope contingent consideration payment made during the second quarter of 2026.

Previous wording

Sales - Sales for the year to date ended June 30, 2026 were $230,784, a decrease of 14 percent compared to the year-ago period, which was the result of decreased sales in the Distilling Solutions and Branded Spirits segments, partially offset by increased sales in the Ingredient Solutions segment. Within the Distilling Solutions segment, sales were down 41 percent primarily due to decreased sales volume of brown goods. Sales of Branded Spirits were down 4 percent, primarily due to decreased sales volume of our private label bottled products within the other category. Within the Ingredient Solutions segment, sales were up 13 percent, primarily due to increased sales of specialty wheat proteins and starches (see “Segment Results”).

Current wording

Sales - Sales for the year to date ended September 30, 2026 were $348,695, a decrease of 12 percent compared to the year-ago period, which was the result of decreased sales in the Distilling Solutions and Branded Spirits segments, partially offset by increased sales in the Ingredient Solutions segment. Within the Distilling Solutions segment, sales were down 37 percent due to decreased sales volume of brown goods. Sales of Branded Spirits were down 4 percent, primarily due to decreased sales volume of our international private label bottled products within the other category. Within the Ingredient Solutions segment, sales were up 11 percent, primarily due to increased sales of specialty wheat proteins and biofuel and other byproducts (see “Segment Results”).

Previous wording

Gross profit -Gross profit for the year to date ended June 30, 2026 was $80,053, a decrease of 21 percent compared to the year-ago period. The decrease was driven by decreased gross profit in each of the segments. In the Distilling Solutions segment, gross profit decreased by $17,565 or 47 percent. In the Ingredient Solutions segment, gross profit decreased by $2,649, or 26 percent. In the Branded Spirits segment, gross profit declined by $1,450, or 3 percent (see “Segment Results”).

Current wording

Gross profit -Gross profit for the year to date ended September 30, 2026 was $120,512, a decrease of 20 percent compared to the year-ago period, driven by decreased gross profit in each of the segments. In the Distilling Solutions segment, gross profit decreased by $22,371 or 43 percent. In the Branded Spirits segment, gross profit declined by $4,451, or 5 percent. In the Ingredient Solutions segment, gross profit decreased by $3,816, or 29 percent (see “Segment Results”).

Previous wording

Advertising and promotion expenses -Advertising and promotion expenses for the year to date ended June 30, 2026 were $11,874, a decrease of 21 percent compared to the year-ago period, primarily driven by timing of advertising and promotion spend.

Current wording

Advertising and promotion expenses -Advertising and promotion expenses for the year to date ended September 30, 2026 were $18,282, a decrease of 16 percent compared to the year-ago period, primarily driven by timing of advertising and promotion spend throughout the year as well as savings resulting from outside agency consolidation.

Previous wording

SG&A expenses -SG&A expenses for the year to date ended June 30, 2026 were $41,303, a decrease of 7 percent compared to the year-ago period, primarily driven by our cost savings initiatives.

Current wording

SG&A expenses -SG&A expenses for the year to date ended September 30, 2026 were $62,823, a decrease of 1 percent compared to the year-ago period, primarily driven by our cost savings initiatives.

Previous wording

Operating income (loss) -Operating income for the year to date ended June 30, 2026 decreased to a loss of $155,549 from income of $19,571 for the year to date period ended June 30, 2025, primarily due to the $179,526 goodwill and other long-lived assets impairment related to the Branded Spirits segment recorded during the first quarter 2026. Additionally, contributing to the operating loss was decreases in gross profit in each segment and an increase in provision for credit loss related to one of our significant customers filing a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code during July 2026. These decreases were partially offset by the change in the fair value of the contingent consideration liability, as well as the reduction in advertising and promotion and SG&A expenses.

Current wording

Operating income (loss) -Operating income for the year to date ended September 30, 2026 decreased to a loss of $143,532 from income of $40,587 for the year to date period ended September 30, 2025, primarily due to the $179,526 goodwill and other long-lived assets impairment related to the Branded Spirits segment recorded during the first quarter of 2026. Additionally, contributing to the operating loss were decreases in gross profit in each segment and an increase in provision for credit loss, recorded in the second quarter, related to one of our significant customers filing a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code during July 2026. These decreases were partially offset by the change in the fair value of the contingent consideration liability, as well as the reduction in advertising and promotion and SG&A expenses.

Previous wording

Income tax expense (benefit) - Income tax benefit for the year to date ended June 30, 2026 was $36,802, for an effective tax rate of 23.1 percent. Income tax expense for the year to date ended June 30, 2025, was $4,979, for an effective tax rate of 30.5 percent. The decrease in income tax expense, year to date versus year to date, was primarily due to lower income before income taxes and the tax impact of the goodwill and other long-lived assets impairment. The decrease in tax rate, year to date versus year to date, was primarily due to the discrete impact of a state law change on the Company’s deferred tax balances.

Current wording

Income tax expense (benefit) - Income tax benefit for the year to date ended September 30, 2026 was $34,755, for an effective tax rate of 23.1 percent. Income tax expense for the year to date ended September 30, 2025 was $9,255, for an effective tax rate of 25.7 percent. The decrease in income tax expense, year to date versus year to date, was primarily due to lower income before income taxes and the tax impact of the goodwill and other long-lived assets impairment. The decrease in tax rate, year to date versus year to date, was primarily due to the discrete impact of a state law change on the Company’s deferred tax balances.

Previous wording

Earnings per common share -Basic and diluted EPS was $(5.74) for the year to date ended June 30, 2026, compared to $0.53 for the year to date ended June 30, 2025. The change in basic and diluted EPS, year to date versus year to date, was primarily due to a decrease in operating income.

Current wording

Earnings per common share -Basic and diluted EPS was $(5.41) for the year to date ended September 30, 2026, compared to $1.24 for the year to date ended September 30, 2025. The change in basic and diluted EPS, year to date versus year to date, was primarily due to a decrease in operating income and an increase in interest expense, net, primarily related to higher borrowings on our credit facility due to the Penelope contingent consideration payment made during the second quarter of 2026.

Previous wording

Total sales of the Branded Spirits segment for the quarter ended June 30, 2026 decreased by $890, or 1 percent, compared to the prior year quarter, primarily due to a decrease in sales volume of our private label bottled products within the other category. This decrease was partially offset by increased sales volume in the premium plus price tier reflecting continued growth of our American whiskey offerings.

Current wording

Total sales of the Branded Spirits segment for the quarter ended September 30, 2026 decreased by $2,550, or 4 percent, compared to the prior year quarter, primarily due to a decrease in sales volume of our international private label bottled products within the other category.

Previous wording

Total sales of the Branded Spirits segment for the year to date ended June 30, 2026 decreased by $4,880, or 4 percent, compared to the year-ago period, primarily due to a decrease in sales volume of our private label bottled products within the other category. Sales volume of brands within the value price tier also decreased as we continued to optimize our offerings in this price tier. These decreases were partially offset by increased sales volume in the premium plus and mid price tiers reflecting our continued focus on the American whiskey and tequila categories.

Current wording

Total sales of the Branded Spirits segment for the year to date ended September 30, 2026 decreased by $7,430, or 4 percent, compared to the year-ago period, primarily due to a decrease in sales volume of our international private label bottled products within the other category. Sales volume of brands within the value price tier also decreased as we continued to optimize our offerings in this price tier. These decreases were partially offset by increased sales volume in the premium plus and mid price tiers reflecting our continued focus on the American whiskey and tequila categories.

Previous wording

Total sales of the Distilling Solutions segment for the quarter ended June 30, 2026 decreased by $20,780, or 42 percent, compared to the prior year quarter, primarily driven by lower brown goods sales volume. Brown goods sales decreased due to reduced customer volume demand resulting primarily from continued elevated industry-wide barrel inventory levels. This decrease was partially offset by an increase in net price/mix of brown goods compared to the prior year quarter.

Current wording

Total sales of the Distilling Solutions segment for the quarter ended September 30, 2026 decreased by $11,921, or 29 percent, compared to the prior year quarter, driven by lower brown goods sales volume and lower net price/mix. Brown goods sales volume and net price/mix decreased due to reduced customer demand resulting primarily from continued elevated industry-wide barrel inventory levels. This decrease was partially offset by an increase in sales volume of white goods and other co-products.

Previous wording

Total sales of the Distilling Solutions segment for the year to date ended June 30, 2026 decreased by $39,723, or 41 percent compared to the year-ago period, primarily driven by lower brown goods sales volume. Brown goods sales decreased due to reduced customer volume demand resulting primarily from continued elevated industry-wide barrel inventory levels. This decrease was partially offset by an increase in net price/mix of brown goods compared to the prior year period.

Current wording

Total sales of the Distilling Solutions segment for the year to date ended September 30, 2026 decreased by $51,644, or 37 percent compared to the year-ago period, driven by lower brown goods sales volume. Brown goods sales volume decreased due to reduced customer demand resulting primarily from continued elevated industry-wide barrel inventory levels. This decrease was partially offset by an increase in net price/mix of brown goods compared to the prior year period.

Previous wording

Total sales of the Ingredient Solutions segment for the quarter ended June 30, 2026 increased by $533, or 2 percent, compared to the prior year quarter. The increase was primarily driven by increased sales volume of bio fuel and other byproducts and increased net price/mix of specialty wheat starches and proteins. These increases were partially offset by a decrease in sales volume of commodity wheat proteins and a decrease in net price/mix of commodity wheat starches.

Current wording

Total sales of the Ingredient Solutions segment for the quarter ended September 30, 2026 increased by $1,470, or 5 percent, compared to the prior year quarter. The increase was primarily driven by increased sales volume of biofuel and other byproducts and increased sales volume of our textured protein product within specialty wheat proteins. These increases were partially offset by a decrease in sales volume of specialty wheat starches, primarily due to longer than expected downtime following a scheduled plant shutdown.

Previous wording

Total sales of the Ingredient Solutions segment for the year to date ended June 30, 2026 increased by $8,240, or 13 percent, compared to the prior year period. The increase was primarily driven by increased net price/mix and sales volume of specialty wheat proteins and starches due to cycling against the supply challenges resulting from adverse weather during the prior year, complexities associated with the closure of the Atchison distillery, as well as cycling against the timing of commercialization of new customers during the prior year.

Current wording

Total sales of the Ingredient Solutions segment for the year to date ended September 30, 2026 increased by $9,710, or 11 percent, compared to the prior year period. The increase was primarily driven by increased sales volume and net price/mix of specialty wheat proteins due to cycling against the supply challenges resulting from adverse weather during the prior year, complexities associated with the closure of the Atchison distillery, as well as cycling against the timing of commercialization of new customers during the prior year. Additionally, the increase was attributable to increased sales volume of biofuel and other byproducts.

Previous wording

Gross profit decreased by $2,649, or 26 percent for the year to date ended June 30, 2026 compared to the prior year period. Gross margin for the year to date ended June 30, 2026 decreased to 10.6 percent from 16.3 percent for the prior year period. The decrease in gross profit and margin was primarily driven by higher waste starch stream costs in biofuel and other. This decrease was partially offset by an increase in net price/mix and volume of specialty wheat proteins and starches.

Current wording

Gross profit decreased by $3,816, or 29 percent for the year to date ended September 30, 2026 compared to the prior year period. Gross margin for the year to date ended September 30, 2026 decreased to 9.2 percent from 14.4 percent for the prior year period. The decrease in gross profit and margin was primarily driven by higher waste starch stream costs in biofuel and other. This decrease was partially offset by an increase in net price/mix of specialty wheat proteins and starches.

Previous wording

At June 30, 2026, our current assets exceeded our current liabilities by $458,355, largely due to our inventories, at cost, of $408,416. At June 30, 2026, our cash balance was $17,794 and we have used our various debt agreements for liquidity purposes, with $338,000 available under our credit agreement for additional borrowings and $236,400 available under the Note Purchase Agreement (see Note 4, Corporate Borrowings). Under these agreements (including the Credit Agreement amendment and the Note Purchase Agreement amendment we entered into on February 20, 2026), we must meet certain financial covenants and restrictions, and at June 30, 2026, we met those covenants and restrictions.

Current wording

At September 30, 2026, our current assets exceeded our current liabilities by $438,759, largely due to our inventories, at cost, of $400,979. At September 30, 2026, our cash balance was $13,601 and we have used our various debt agreements for liquidity purposes, with $365,000 available under our Credit Agreement and $238,000 available under the Note Purchase Agreement for additional borrowings (see Note 4, Corporate Borrowings). Under these agreements (including the Credit Agreement amendments and the Note Purchase Agreement amendments we entered into on February 20, 2026 and August 6, 2026), we must meet certain financial covenants and restrictions, and at September 30, 2026, we met those covenants and restrictions.

Previous wording

Cash decreased $666 for the year to date ended June 30, 2026, compared to a decrease of $7,953 for the year to date ended June 30, 2025, for a net decrease in cash of $7,287, period versus period.

Current wording

Cash decreased $4,859 for the year to date ended September 30, 2026, compared to a decrease of $11,826 for the year to date ended September 30, 2025, for a net increase in cash of $6,967, period versus period.

Previous wording

Operating Activities. Cash used in operating activities for the year to date ended June 30, 2026 was $40,732. The cash used in operating activities resulted primarily from net loss of $122,798, adjustments for non-cash or non-operating charges of $102,533, including goodwill and other long-lived assets impairment, a portion of the contingent consideration payment related to the Penelope acquisition and deferred income taxes, and cash used in operating assets and liabilities of $20,467. The primary drivers of the changes in operating assets and liabilities were $25,631 use of cash related to an increase in inventories, primarily due to an increase in barreled distillate, and $7,001 use of cash related to accrued expenses and other primarily related to an incentive compensation payout during the year to date period. These decreases were partially offset by $12,520 of cash provided by decreased accounts receivables, net, due to timing of customer payments, lower sales during the quarter, and a provision for credit loss recorded during the quarter.

Current wording

Operating Activities. Cash used in operating activities for the year to date ended September 30, 2026 was $8,860. The cash used in operating activities resulted primarily from net loss of $115,910, adjustments for non-cash or non-operating charges of $111,681, including goodwill and other long-lived assets impairment, a portion of the contingent consideration payment related to the Penelope acquisition, deferred income taxes and depreciation and amortization, and cash used in operating assets and liabilities of $4,631. The primary drivers of the changes in operating assets and liabilities were $18,191 use of cash related to an increase in inventories, primarily due to an increase in barreled distillate, $8,172 use of cash related to accounts payable primarily due to timing of vendor payments and lower costs during the year to date period. These decreases were partially offset by $21,494 of cash provided by decreased accounts receivables, net, due to timing of customer payments, lower sales during the quarter, and a provision for credit loss recorded during the second quarter of 2026.

Previous wording

On July 26, 2026, one of our significant customers filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code. As a result, we recognized an allowance for credit loss of $2,148 on the Condensed Consolidated Balance Sheet as of June 30, 2026 and in provision for credit loss on the Condensed Consolidated Statements of Income (Loss) for the quarter and year to date ended June 30, 2026. The allowance for credit loss was recorded within the Branded Spirits segment. We believe this allowance for credit loss is appropriate and consistent with our accounting policy and assessment of the information currently available. We evaluate our credit losses periodically and as circumstances warrant which may result in changes to our credit loss allowance. We are evaluating the impact of the bankruptcy on future sales and cash collections, and the ultimate amount recoverable may differ from current estimates.

Current wording

On July 26, 2026, one of our significant customers filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code. As a result, during the second quarter of 2026, we recognized a provision for credit loss of $2,148. The credit loss was recorded in provision for credit loss on the Condensed Consolidated Statements of Income (Loss) for the year to date ended September 30, 2026 and in allowance for credit loss on the Condensed Consolidated Balance Sheets as of September 30, 2026. The allowance for credit loss was recorded within the Branded Spirits segment. We believe this allowance for credit loss is appropriate and consistent with our accounting policy and assessment of the information currently available. We evaluate our credit losses periodically and as circumstances warrant which may result in changes to our credit loss allowance. We are evaluating the impact of the bankruptcy on future cash collections and sales, and the ultimate amount recoverable may differ from current estimates.

Previous wording

Cash provided by operating activities for the year to date ended June 30, 2025 was $56,357. The cash provided by operating activities resulted primarily from adjustments for non-cash or non-operating charges of $35,419, including changes in fair value of contingent consideration, depreciation and amortization, and share-based compensation, net income of $11,370, and cash provided by operating assets and liabilities of $9,568. The primary drivers of the changes in operating assets and liabilities were $31,103 of cash provided by decreased accounts receivables, net, due to the timing of customer payments and lower sales during the quarter. This was partially offset by $15,224 use of cash related to an increase in inventories, primarily due to an increase in barreled distillate, and $10,687 use of cash related to a decrease in accounts payable due to timing of vendor payments and lower costs during the year to date period.

Current wording

Cash provided by operating activities for the year to date ended September 30, 2025 was $92,449. The cash provided by operating activities resulted primarily from adjustments for non-cash or non-operating charges of $46,344, including changes in fair value of contingent consideration, depreciation and amortization, and share-based compensation, net income of $26,799, and cash provided by operating assets and liabilities of $19,306. The primary drivers of the changes in operating assets and liabilities were $41,699 of cash provided by decreased accounts receivables, net, due to the timing of customer payments and lower sales during the year to date period, and $7,689 related to increased accrued expenses and other, which related to an increase in our incentive compensation accrual. This was partially offset by $19,935 use of cash related to an increase in inventories, primarily due to an increase in barreled distillate, and $8,446 use of cash related to a decrease in accounts payable due to timing of vendor payments and lower costs during the year to date period.

Previous wording

Investing Activities. Cash used in investing activities for the year to date ended June 30, 2026 was $8,397, which resulted primarily from additions to property, plant, and equipment of $10,219 (see “Capital Spending”), partially offset by distributions from equity method investments of $1,500. Cash used in investing activities for the year to date ended June 30, 2025 was $32,167, which resulted primarily from additions to property, plant, and equipment of $32,156 (see “Capital Spending”).

Current wording

Investing Activities. Cash used in investing activities for the year to date ended September 30, 2026 was $13,210, which resulted primarily from additions to property, plant, and equipment of $14,878 (see “Capital Spending”), partially offset by distributions from equity method investment of $1,500. Cash used in investing activities for the year to date ended September 30, 2025 was $40,688, which resulted primarily from additions to property, plant, and equipment of $40,674 (see “Capital Spending”).

Previous wording

Capital Spending. We manage capital spending to support our business growth plans. We have incurred $6,433 and $18,691 of capital expenditures and have paid $10,219 and $32,156 for capital expenditures for the years to date ended June 30, 2026 and 2025, 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 to incur approximately $20,000 in capital expenditures in 2026, which we expect to use for facility improvement and facility sustenance projects and environmental health and safety projects.

Current wording

Capital Spending. We manage capital spending to support our business growth plans. We have incurred $10,957 and $25,436 of capital expenditures and have paid $14,878 and $40,674 for capital expenditures for the year to dates ended September 30, 2026 and 2025, 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 to incur approximately $20,000 in capital expenditures in 2026, which we expect to use for facility improvement and facility sustenance projects and environmental health and safety projects.

Previous wording

Financing Activities. Cash provided by financing activities for the year to date ended June 30, 2026 was $48,618, due to net proceeds on debt of $116,800 (see “Long-Term and Short-Term Debt”), partially offset by a portion of the contingent consideration payment of $62,100, payments of dividends and dividend equivalents of $5,196 (see “Dividends and Dividend Equivalents”), and repurchases of Common Stock of $886 (see “Treasury Purchases” and “Share Repurchases”).

Current wording

Financing Activities. Cash provided by financing activities for the year to date ended September 30, 2026 was $17,382, due to net proceeds on debt of $88,200 (see “Long-Term and Short-Term Debt”), partially offset by a portion of the contingent consideration payment of $62,100, payments of dividends and dividend equivalents of $7,797 (see “Dividends and Dividend Equivalents”), and repurchases of Common Stock of $921 (see “Treasury Purchases” and “Share Repurchases”).

Previous wording

Cash used in financing activities for the year to date ended June 30, 2025 was $33,103, due to net payments on debt of $24,200 (see “Long-Term and Short-Term Debt”), payments of dividends and dividend equivalents of $5,156 (see “Dividends and Dividend Equivalents”), payments of loan fees related to borrowings of $2,712, and repurchases of Common Stock of $1,035 (see “Treasury Purchases” and “Share Repurchases”).

Current wording

Cash used in financing activities for the year to date ended September 30, 2025 was $64,286, due to net payments on debt of $52,800 (see “Long-Term and Short-Term Debt”), payments of dividends and dividend equivalents of $7,739 (see “Dividends and Dividend Equivalents”), payments of loan fees related to borrowings of $2,712, and repurchases of Common Stock of $1,035 (see “Treasury Purchases” and “Share Repurchases”).

Previous wording

Treasury Purchases. 150,350 RSUs vested and converted to shares of Common Stock for employees during the year to date ended June 30, 2026, of which we withheld and purchased for treasury 34,415 shares valued at $886 to cover payment of associated withholding taxes.

Current wording

Treasury Purchases. 159,444 RSUs vested and converted to shares of Common Stock for employees during the year to date ended September 30, 2026, of which we withheld and purchased for treasury 36,409 shares valued at $921 to cover payment of associated withholding taxes.

Previous wording

Share Repurchases. On February 29, 2024, we announced that our Board of Directors approved a $100,000 share repurchase program. Under the share repurchase program, we can repurchase stock from time to time for cash in open market purchases, privately negotiated transactions, or by other means, in accordance with applicable securities laws and other legal requirements. 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 year to date ended June 30, 2026 and 2025 we did not repurchase any shares of Common Stock under the share repurchase program. As of June 30, 2026, there was approximately $53,412 remaining under the share repurchase program.

Current wording

Share Repurchases. On February 29, 2024, we announced that our Board of Directors approved a $100,000 share repurchase program. Under the share repurchase program, we can repurchase stock from time to time for cash in open market purchases, privately negotiated transactions, or by other means, in accordance with applicable securities laws and other legal requirements. 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 year to date ended September 30, 2026 and 2025 we did not repurchase any shares of Common

Previous wording

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, merger and acquisition, Board-approved dividends, and share repurchase activities), and the overall cost of capital. Total debt was $369,596 (net of unamortized loan fees of $7,254) at June 30, 2026, and $252,318 (net of unamortized loan fees of $7,732) at December 31, 2025. We had net proceeds on debt of $116,800 and net payment on debt of $24,200 for year to date ended June 30, 2026 and 2025, respectively.

Current wording

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, merger and acquisition, Board-approved dividends, and share repurchase activities), and the overall cost of capital. Total debt was $341,236 (net of unamortized loan fees of $7,014) at September 30, 2026, and $252,318 (net of unamortized loan fees of $7,732) at December 31, 2025. We had net proceeds on debt of $88,200 for the year to date ended September 30, 2026 and net payment on debt of $52,800 for year to date ended September 30, 2025.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

The following tables show selected financial information for the Ingredient Solutions segment for the year to date ended September 30, 2026 and 2025.

Current report — wording carried from elsewhere

Stock under the share repurchase program. As of September 30, 2026, there was approximately $53,412 remaining under the share repurchase program.