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MGP INGREDIENTS INVESTOR ALERT: Scott+Scott Attorneys at Law LLP Investigates MGP Ingredients, Inc.'s Directors and Officers for Breach of Fiduciary Duties – MGPI
Businesswire· 2025-10-01 12:30
NEW YORK--(BUSINESS WIRE)---- $MGPI #NASDAQ--Scott+Scott Attorneys at Law LLP ("Scott+Scott†), an international securities and consumer rights litigation firm, is investigating whether the leadership of MGP Ingredients, Inc. ("MGP Ingredients†) (NASDAQ: MGPI) breached their fiduciary duties to MGP Ingredients and its shareholders. CLICK HERE TO LEARN MORE Scott+Scott is investigating whether members of MGP Ingredients' board of directors (the "Board†) made, or caused MGP Ingredients to make, false and ...
Penelope Bourbon Announces Partnership with FCancer
Prnewswire· 2025-09-16 16:58
F Cancer x Penelope Bourbon Accessibility StatementSkip Navigation Collaboration marks largest co-branded whiskey release yet and over $500,000 donation LOS ANGELES, Sept. 16, 2025 /PRNewswire/ -- Penelope Bourbon, one of the fastest-growing award-winning premium whiskey brands, announces it has partnered with FCancer, a leading nonprofit changing the way people approach cancer through prevention, early detection, and support programs. Together they will debut two limited-edition whiskey blends with a shar ...
Limestone Branch Distillery collaborates with Ross & Squibb Distillery on 2025 release of Yellowstone Limited Edition
Prnewswire· 2025-09-02 18:31
10th anniversary expression features a blend of three unique mash bills aged 10 years and bottled at 105 proofST. LOUIS, Sept. 2, 2025 /PRNewswire/ -- To celebrate a decade of excellence across its award-winning annual Limited Edition collection, Limestone Branch Distillery released its 2025 Yellowstone Limited Edition, a unique blend of straight bourbon whiskeys thoughtfully aged 10 years. The series debuted in 2015 to honor the finest spirits worthy of the Yellowstone Bourbon name. To celebrate a deca ...
Rebel Bourbon brings on fall with new Rebel Butter Pecan Bourbon Cream
Prnewswire· 2025-08-26 16:46
Core Insights - Rebel Bourbon has launched a new product, Rebel Butter Pecan Bourbon Cream, which combines their wheated bourbon with all-natural cream, bottled at 30 proof (15% ABV) [1][2][3] Product Details - Rebel Butter Pecan Bourbon Cream will be available in September in limited quantities at Lux Row Distillers in Bardstown, Kentucky, and retailers nationwide, with a suggested retail price of $19.99 for a 750mL bottle [1][2][3] - The product features a unique flavor profile with buttery notes of sweet vanilla and roasted pecans, complemented by aromas of bourbon, cocoa, and brown sugar, and a smooth finish with notes of buttery pecans and toffee [4] Packaging and Marketing - The product is packaged in a striking black bottle with a golden-brown label, designed to attract consumer attention [5] - Consumers can find Rebel Butter Pecan Bourbon Cream and other Rebel Bourbon products using a product locator, and seasonal cocktail recipes are available on social media platforms and the company website [5] Company Background - Rebel Bourbon is distilled in Bardstown, Kentucky, by Lux Row Distillers, and follows a wheated mash bill that dates back to 1849 [6] - The brand has received multiple industry awards, including Single Barrel American Whiskey of the Year for Rebel 10-Year Single Barrel at the 2025 Bartender Spirits Awards, showcasing its reputation in the spirits industry [6] Parent Company Information - Luxco, founded in 1958, is a leading producer and supplier of beverage alcohol products, operating as MGP Ingredients Inc. since its acquisition in 2021 [7] - Luxco's portfolio includes brands from four distilleries, highlighting its extensive reach in the beverage alcohol market [7]
Remus Repeal Reserve Series IX launches in tribute to Prohibition's end
Prnewswire· 2025-08-18 14:00
Core Insights - Remus Bourbon announced the release of Remus Repeal Reserve Series IX Straight Bourbon Whiskey, a limited-edition bourbon aged between 10 and 18 years, with a minimum suggested retail price of $99.99 per 750mL bottle [2][4][5] Product Details - The bourbon is crafted from a blend of high-rye bourbons, including 7% of an 18-year-aged bourbon with 21% rye, 26% of an 11-year-aged bourbon with 36% rye, 23% of a 10-year-aged bourbon with 36% rye, and 44% of another 10-year-aged bourbon with 21% rye [5] - It has a proof of 104 (52% ABV), making it the highest proof ever for the Remus Repeal Reserve series [4][7] Aroma and Flavor Profile - The bourbon features an aroma of seasoned oak, leather, ripe sweet cherry, and subtle tobacco, with flavors of cherry, roasted coffee, and smoky spice, finishing with lingering notes of coffee, cherry, and tobacco [6] Industry Recognition - The Remus Repeal Reserve collection has received numerous awards, including a platinum medal at the 2025 ASCOT Awards and a double gold medal at the 2025 San Francisco World Spirits Competition [7]
MGP Ingredients(MGPI) - 2025 Q2 - Earnings Call Transcript
2025-07-31 15:00
Financial Data and Key Metrics Changes - Consolidated sales decreased by 24% to $145.5 million compared to the prior year period [26] - Adjusted EBITDA decreased by 38% to $35.9 million, primarily due to lower gross profits [30] - Basic earnings per common share decreased to $0.67, while adjusted basic EPS decreased 43% to $0.97 [30] - Year-to-date operating cash flows increased to $56.4 million from $29.6 million in the same period last year [10] Business Line Data and Key Metrics Changes - Branded Spirits segment sales decreased by 5%, with a 1% increase in Premium Plus sales [26][10] - Distilling Solutions segment sales declined by 46%, primarily driven by a 54% decline in brown goods sales [26] - Ingredient Solutions sales increased by 5%, driven by a strong rebound in specialty wheat protein sales [26] Market Data and Key Metrics Changes - Overall economic uncertainty, persistent inflation, and higher interest rates continue to weigh on consumer sentiment, which fell to a multi-year low during the quarter [11] - Consumer confidence improved slightly last month, but discretionary spending remains cautious [11] Company Strategy and Development Direction - The company aims to become a premier branded spirits company, focusing on fewer but more attractive growth opportunities [5][12] - Key brands such as Penelope, El Mejor, and Rebel 100 are prioritized for investment [12] - The company is partnering with Breakthrough Beverage Group for distribution in California to drive growth [15] Management's Comments on Operating Environment and Future Outlook - The external environment remains challenging, but the company continues to execute with discipline and make progress on key initiatives [11] - Management expects the Distilling Solutions segment to see stronger sales and profits in the first half of the year compared to the second half [18] - The company remains confident in its ability to build on progress and achieve full-year guidance [32] Other Important Information - The company reaffirmed its 2025 guidance, expecting net sales in the range of $520 million to $540 million and adjusted EBITDA between $105 million and $115 million [23] - The balance sheet remains strong, with net debt leverage under two times and over $600 million in availability under debt facilities [22] Q&A Session Summary Question: Update on new distillate contracts and revenue visibility - Management confirmed that no contracts have been canceled, and most have been confirmed or amended, providing good visibility for the remainder of 2025 [38][40] - The back half of the year is expected to be lighter due to contract resets, but this was anticipated in guidance [40] Question: Insights on branded margins and advertising spending - Branded Spirits margins are strong, primarily due to the Premium Plus portfolio, but may be lighter in the back half of the year [55] - Advertising and promotion expenses were down significantly, with a focus on high-margin brands [56] Question: Inventory rationalization and competitive environment - The company is seeing positive signs in inventory dynamics, but acknowledges that it will take time to fully rationalize [66] - Management believes that partnerships and long-term relationships with customers are crucial in the current environment [68] Question: Clarification on paused purchases versus canceled contracts - Management views paused purchases as temporary, with confidence that they will resume, albeit potentially at lower volumes [76] Question: Update on SG&A expenses and incentive compensation - SG&A expenses are expected to remain elevated due to reinstated incentive compensation, but adjusted SG&A showed an 8% decline [78] Question: Participation in ready-to-drink segment growth - The company is participating in the ready-to-drink segment growth through various offerings, including American whiskey [95] Question: Performance of other brands in the Premium Plus segment - Penelope continues to show strong momentum, while some larger volume American whiskey brands are experiencing declines [98]
MGP (MGPI) Q2 Earnings: Taking a Look at Key Metrics Versus Estimates
ZACKS· 2025-07-31 14:31
Group 1 - MGP reported revenue of $145.49 million for the quarter ended June 2025, a decrease of 23.8% year-over-year, with EPS at $0.97 compared to $1.71 in the same quarter last year [1] - The revenue exceeded the Zacks Consensus Estimate of $137.79 million by 5.59%, while the EPS surprised by 51.56% against the consensus estimate of $0.64 [1] - MGP's stock has returned -10.7% over the past month, contrasting with the Zacks S&P 500 composite's increase of 2.7%, and currently holds a Zacks Rank 3 (Hold) [3] Group 2 - Sales in Branded Spirits were reported at $60.52 million, below the estimated $63.57 million, reflecting a year-over-year decline of 5.5% [4] - Ingredient Solutions sales reached $34.97 million, surpassing the average estimate of $33.56 million, marking a year-over-year increase of 4.8% [4] - Sales in Distilling Solutions were $50 million, significantly higher than the estimated $40.68 million, but this represents a substantial decline of 46.5% compared to the previous year [4]
MGP (MGPI) Q2 Earnings and Revenues Top Estimates
ZACKS· 2025-07-31 13:45
Core Insights - MGP reported quarterly earnings of $0.97 per share, exceeding the Zacks Consensus Estimate of $0.64 per share, but down from $1.71 per share a year ago [1] - The earnings surprise was +51.56%, and the company has surpassed consensus EPS estimates in all four of the last quarters [2] - MGP's revenues for the quarter were $145.49 million, surpassing the Zacks Consensus Estimate by 5.59%, but down from $190.8 million year-over-year [3] Financial Performance - The company has consistently exceeded revenue estimates, achieving this in three out of the last four quarters [3] - MGP shares have declined approximately 25.4% year-to-date, contrasting with the S&P 500's gain of 8.2% [4] Future Outlook - The company's earnings outlook is crucial for investors, with current consensus EPS estimates at $0.69 for the next quarter and $2.47 for the current fiscal year [8] - The Zacks Rank for MGP is currently 3 (Hold), indicating expected performance in line with the market in the near future [7] Industry Context - The Beverages - Alcohol industry, to which MGP belongs, is currently ranked in the bottom 32% of over 250 Zacks industries, suggesting potential challenges ahead [9] - Another company in the same industry, Molson Coors Brewing, is expected to report a quarterly earnings decline of 4.2% year-over-year, with revenues projected at $3.13 billion, down 3.8% from the previous year [10][11]
MGP Ingredients(MGPI) - 2025 Q2 - Quarterly Report
2025-07-31 11:32
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________________ to _________________________________ Commission File Number: 0-17196 MGP INGREDIENTS, INC. (Exact name of registrant as specified in ...
MGP Ingredients(MGPI) - 2025 Q2 - Quarterly Results
2025-07-31 11:30
[Executive Summary & Business Update](index=1&type=section&id=Executive%20Summary%20%26%20Business%20Update) [Second Quarter 2025 Highlights](index=1&type=section&id=Second%20Quarter%202025%20Highlights) MGP Ingredients reported a challenging Q2 2025 with consolidated sales down 24% and net income down 55%, yet achieved sequential improvement across segments and reaffirmed its full-year outlook Q2 2025 Financial Highlights (YoY Change) | Metric | Q2 2025 Value | Q2 2024 Value | Change (%) | | :-------------------------------- | :------------ | :------------ | :--------- | | Consolidated Sales | $145.5 million | $190.8 million | -24% | | Consolidated Gross Profit | $58.4 million | $83.2 million | -30% | | Gross Margin | 40.1% | 43.6% | -350 bps | | Net Income | $14.4 million | $32.0 million | -55% | | Adjusted Net Income | $20.9 million | $38.0 million | -45% | | Basic EPS | $0.67 | $1.43 | -53.1% | | Adjusted Basic EPS | $0.97 | $1.71 | -43% | | Adjusted EBITDA | $35.9 million | $57.5 million | -38% | | Year-to-date Capital Expenditures | $18.7 million | $22.5 million | -17% | | Year-to-date Operating Cash Flows | $56.4 million | $29.6 million | +$26.8 million | | Net Debt Leverage Ratio (as of June 30, 2025) | 1.8x | N/A | N/A | - Consolidated sales decreased **24% to $145.5 million**, primarily due to expected declines in brown goods sales within Distilling Solutions and value/mid-price tiered brands in Branded Spirits[4](index=4&type=chunk)[5](index=5&type=chunk) - Net income decreased **55% to $14.4 million**, and adjusted net income decreased **45% to $20.9 million**[4](index=4&type=chunk) [Management Commentary](index=1&type=section&id=Management%20Commentary) Management acknowledged Q2 results were largely as expected, with solid execution and sequential improvement across all segments, reaffirming the 2025 outlook and focusing on sustainable growth - CFO Brandon Gall stated that Q2 results were largely as expected, with solid execution and sequential improvement across all three business segments, and reaffirmed the **2025 outlook**[2](index=2&type=chunk) - Julie Francis, the new President and CEO, expressed excitement to build on progress, focusing on sustainable growth, unlocking long-term value, and strengthening a customer-centric, brands-led approach[3](index=3&type=chunk) - Decisive actions to improve visibility with customers are working, with brown goods volume and price declines in line with expectations[2](index=2&type=chunk) [2025 Financial Outlook](index=2&type=section&id=2025%20Financial%20Outlook) MGP Ingredients reaffirmed its fiscal year 2025 consolidated guidance for sales, adjusted EBITDA, and adjusted basic EPS, while revising full-year capital expenditures downward to approximately **$32.5 million** Fiscal Year 2025 Consolidated Guidance | Metric | Projected Range | | :-------------------- | :-------------- | | Sales | $520M - $540M | | Adjusted EBITDA | $105M - $115M | | Adjusted Basic EPS | $2.45 - $2.75 | | Weighted Average Basic Shares Outstanding | ~21.4 million | | Effective Tax Rate | ~25% | | Full-Year Capital Expenditures | ~$32.5 million (revised from ~$36M) | - Full-year capital expenditures are now expected to be approximately **$32.5 million**, a reduction from previous expectations of **$36 million**[10](index=10&type=chunk) [Consolidated Financial Performance](index=5&type=section&id=Consolidated%20Financial%20Performance) [Condensed Consolidated Statements of Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) The consolidated income statement for Q2 2025 shows significant declines in sales, gross profit, and net income, with operating income decreasing **53.2%** due to lower gross profit and increased contingent consideration liability Condensed Consolidated Statements of Income (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change (%) | | :----------------------------------- | :--------------------- | :--------------------- | :--------- | | Sales | $145,494 | $190,805 | -23.7% | | Cost of sales | $87,107 | $107,573 | -19.0% | | Gross profit | $58,387 | $83,232 | -29.9% | | Advertising and promotion expenses | $6,913 | $11,665 | -40.7% | | Selling, general, and administrative expenses | $23,156 | $22,759 | +1.7% | | Change in fair value of contingent consideration | $8,000 | $5,400 | +48.1% | | Operating income | $20,318 | $43,387 | -53.2% | | Income before income taxes | $18,735 | $42,125 | -55.5% | | Net income | $14,427 | $32,017 | -55.0% | | Basic Earnings per common share | $0.67 | $1.43 | -53.1% | - Operating income decreased to **$20.3 million**, primarily due to lower gross profit and an **$8.0 million** increase in the fair value of the contingent consideration liability related to the Penelope brand[5](index=5&type=chunk) - Advertising and promotion expenses decreased **41% to $6.9 million**, reflecting a realignment of spend towards attractive growth opportunities[6](index=6&type=chunk) [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets slightly decreased, driven by lower current assets, while total liabilities increased significantly due to a rise in current contingent consideration, despite reduced long-term debt Condensed Consolidated Balance Sheets (as of June 30, 2025 vs. Dec 31, 2024) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change | | :----------------------------------- | :--------------------------- | :----------------------------- | :----- | | **ASSETS** | | | | | Cash and cash equivalents | $17,320 | $25,273 | -$7,953 | | Receivables, net | $117,190 | $148,488 | -$31,298 | | Inventory | $379,702 | $364,944 | +$14,758 | | Total current assets | $520,243 | $546,136 | -$25,893 | | Property, plant, and equipment, net | $325,751 | $316,672 | +$9,079 | | Total Assets | $1,386,060 | $1,405,785 | -$19,725 | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | | | Current maturities of long-term debt | $6,400 | $6,400 | $0 | | Accounts payable | $41,932 | $66,336 | -$24,404 | | Contingent consideration - current | $108,000 | $0 | +$108,000 | | Total current liabilities | $178,611 | $92,450 | +$86,161 | | Long-term debt, less current maturities | $94,663 | $121,277 | -$26,614 | | Contingent consideration | $0 | $85,300 | -$85,300 | | Total liabilities | $545,931 | $573,242 | -$27,311 | | Total equity | $840,129 | $832,543 | +$7,586 | | Total Liabilities and Total Equity | $1,386,060 | $1,405,785 | -$19,725 | - A significant shift occurred in contingent consideration, with **$108 million** classified as current as of June 30, 2025, compared to zero current and **$85.3 million** long-term at December 31, 2024[19](index=19&type=chunk) - Total current assets decreased by **$25.9 million**, mainly due to lower cash and receivables, partially offset by an increase in inventory[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash from operating activities significantly increased, while financing activities reversed to a net outflow of **$33.10 million** due to increased debt payments Condensed Consolidated Statements of Cash Flows (YTD June 30, 2025 vs. 2024) | Cash Flow Activity | YTD June 30, 2025 (in thousands) | YTD June 30, 2024 (in thousands) | Change | | :----------------------------------- | :------------------------------- | :------------------------------- | :----- | | Net income | $11,370 | $52,601 | -$41,231 | | Change in fair value of contingent consideration | $22,700 | $9,500 | +$13,200 | | Receivables, net | $31,103 | -$14,766 | +$45,869 | | Inventory | -$15,224 | -$11,754 | -$3,470 | | Net cash provided by operating activities | $56,357 | $29,582 | +$26,775 | | Net cash used in investing activities | -$32,167 | -$33,657 | +$1,490 | | Proceeds from long-term debt | $28,000 | $50,000 | -$22,000 | | Principal payments on long-term debt | -$52,200 | -$28,200 | -$24,000 | | Net cash provided by (used in) financing activities | -$33,103 | $6,721 | -$39,824 | | Increase (decrease) in cash and cash equivalents | -$7,953 | $2,623 | -$10,576 | | Cash and cash equivalents, end of period | $17,320 | $21,011 | -$3,691 | - Net cash provided by operating activities increased by **$26.8 million** year-to-date, primarily driven by a positive change in receivables and a higher change in the fair value of contingent consideration[4](index=4&type=chunk)[20](index=20&type=chunk) - Net cash used in financing activities was **$33.1 million**, a significant change from the **$6.7 million** provided in the prior year, mainly due to increased principal payments on long-term debt[20](index=20&type=chunk) [Segment Performance Analysis](index=2&type=section&id=Segment%20Performance%20Analysis) [Branded Spirits Segment](index=2&type=section&id=Branded%20Spirits%20Segment) The Branded Spirits segment saw a **5%** sales decrease to **$60.5 million** in Q2 2025, driven by declines in mid and value-priced portfolios, despite **1%** growth in premium plus sales from the Penelope brand Branded Spirits Segment Performance (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change ($) | Change (%) | | :-------------------------- | :--------------------- | :--------------------- | :--------- | :--------- | | Premium plus sales | $31,099 | $30,707 | $392 | 1% | | Mid sales | $15,493 | $17,061 | -$1,568 | -9% | | Value sales | $8,936 | $11,655 | -$2,719 | -23% | | Total Branded Spirits Sales | $60,520 | $64,041 | -$3,521 | -5% | | Gross profit | $31,984 | $33,633 | -$1,649 | -5% | | Gross margin % | 52.8% | 52.5% | N/A | +0.3 pp | | Operating income | $8,737 | $7,235 | $1,502 | 21% | - Increased focus on American whiskey and tequila categories led to **1% growth** in premium plus sales, with the Penelope brand showing strong above-category sales growth[7](index=7&type=chunk) - Sales of mid and value-priced portfolios declined by nearly **15%** due to lower volumes of certain tequila, liqueur, and cordial brands[7](index=7&type=chunk) [Distilling Solutions Segment](index=2&type=section&id=Distilling%20Solutions%20Segment) The Distilling Solutions segment saw a **46%** sales decrease to **$50.0 million** in Q2 2025, primarily due to reduced brown goods demand and elevated industry barrel inventories, resulting in a **56%** gross profit decline Distilling Solutions Segment Performance (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change ($) | Change (%) | | :-------------------------------- | :--------------------- | :--------------------- | :--------- | :--------- | | Brown goods sales | $35,057 | $75,443 | -$40,386 | -54% | | Warehouse services sales | $8,001 | $8,392 | -$391 | -5% | | White goods and other co-products sales | $6,942 | $9,553 | -$2,611 | -27% | | Total Distilling Solutions Sales | $50,000 | $93,388 | -$43,388 | -46% | | Gross profit | $18,812 | $42,473 | -$23,661 | -56% | | Gross margin % | 37.6% | 45.5% | N/A | -7.9 pp | | Operating income | $17,741 | $41,528 | -$23,787 | -57% | - Sales and profitability were pressured by reduced customer demand for brown goods due to elevated industry-wide barrel inventories[8](index=8&type=chunk) - Proactive engagement and visibility with customers helped keep brown goods sales volume and pricing largely in line with expectations[8](index=8&type=chunk) [Ingredient Solutions Segment](index=2&type=section&id=Ingredient%20Solutions%20Segment) The Ingredient Solutions segment returned to positive growth in Q2 2025, with sales increasing **5% to $35.0 million**, driven by new domestic customers and enhanced operational execution, leading to a **7%** gross profit increase Ingredient Solutions Segment Performance (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change ($) | Change (%) | | :-------------------------------- | :--------------------- | :--------------------- | :--------- | :--------- | | Specialty wheat starches sales | $18,474 | $19,203 | -$729 | -4% | | Specialty wheat proteins sales | $12,612 | $11,200 | $1,412 | 13% | | Commodity wheat starches sales | $3,061 | $2,973 | $88 | 3% | | Commodity wheat proteins sales | $827 | $0 | $827 | n/a | | Total Ingredient Solutions Sales | $34,974 | $33,376 | $1,598 | 5% | | Gross profit | $7,591 | $7,126 | $465 | 7% | | Gross margin % | 21.7% | 21.4% | N/A | +0.3 pp | | Operating income | $6,290 | $5,784 | $506 | 9% | - Sales improved sequentially from Q1 2025 for each product line, reflecting commercialization of new domestic customers and improved operational execution[9](index=9&type=chunk) - Specialty wheat proteins sales increased by **13%**, and commodity wheat proteins saw significant growth from a low base[29](index=29&type=chunk) [Non-GAAP Financial Measures](index=4&type=section&id=Non-GAAP%20Financial%20Measures) [Explanation of Non-GAAP Items](index=4&type=section&id=Explanation%20of%20Non-GAAP%20Items) MGP Ingredients provides non-GAAP measures to offer a clearer view of core performance, excluding items like fair value changes of contingent consideration, executive transition costs, and other non-recurring expenses - Non-GAAP measures are used by management to evaluate operating results, assess financial trends, and for forecasting, providing useful information to investors[16](index=16&type=chunk) - Key adjustments include fair value of contingent consideration (related to Penelope Bourbon acquisition), executive transition costs, professional service fees (goodwill impairment valuation), restructuring costs (reduction in force), impairment of long-lived assets (Atchison distillery closure), business acquisition costs, and unusual items costs[23](index=23&type=chunk) - Reconciliation to GAAP measures is provided for historical data, but not for full-year 2025 guidance due to the inability to predict certain GAAP items with reasonable certainty[16](index=16&type=chunk) [Reconciliation of GAAP to Adjusted Non-GAAP Measures](index=8&type=section&id=Reconciliation%20of%20GAAP%20to%20Adjusted%20Non-GAAP%20Measures) The reconciliation details Q2 2025 adjustments, including **$8.0 million** for contingent consideration and **$0.38 million** for executive transition costs, increasing GAAP net income of **$14.4 million** to an adjusted non-GAAP net income of **$20.9 million** Reconciliation of GAAP to Adjusted Non-GAAP Measures (Q2 2025) | Metric | Reported GAAP Results (in thousands) | Fair value of contingent consideration (b) (in thousands) | Executive transition costs (c) (in thousands) | Adjusted Non-GAAP results (in thousands) | | :-------------------- | :----------------------------------- | :---------------------------------------- | :------------------------------------ | :--------------------------------------- | | Operating Income | $20,318 | $8,000 | $376 | $28,694 | | Income before Income Taxes | $18,735 | $8,000 | $376 | $27,111 | | Net Income | $14,427 | $6,160 | $290 | $20,877 | | MGP Earnings (a) | $14,267 | $6,097 | $287 | $20,651 | | Basic and Diluted EPS | $0.67 | $0.29 | $0.01 | $0.97 | - Adjustments for Q2 2025 primarily include **$8.0 million** for fair value of contingent consideration and **$0.38 million** for executive transition costs, significantly impacting adjusted operating income and net income[21](index=21&type=chunk) - For the year-to-date period ended June 30, 2025, total adjustments increased GAAP net income of **$11.37 million** to an adjusted non-GAAP net income of **$28.31 million**[21](index=21&type=chunk) [Reconciliation of Net Income to Adjusted EBITDA](index=10&type=section&id=Reconciliation%20of%20Net%20Income%20to%20Adjusted%20EBITDA) Adjusted EBITDA for Q2 2025 was **$35.89 million**, a **38%** decrease from Q2 2024, reflecting overall profitability decline and key adjustments from net income Reconciliation of Net Income to Adjusted EBITDA (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change ($) | Change (%) | | :-------------------------------- | :--------------------- | :--------------------- | :--------- | :--------- | | Net Income | $14,427 | $32,017 | -$17,590 | -55.0% | | Interest expense | $1,897 | $2,205 | -$308 | -14.0% | | Income tax expense | $4,308 | $10,108 | -$5,800 | -57.4% | | Depreciation and amortization | $5,830 | $5,329 | $501 | 9.4% | | Fair value of contingent consideration | $8,000 | $5,400 | $2,600 | 48.1% | | Adjusted EBITDA | $35,889 | $57,532 | -$21,643 | -37.6% | - Adjusted EBITDA for Q2 2025 was **$35.89 million**, down from **$57.53 million** in the prior year, reflecting the overall decline in profitability[4](index=4&type=chunk)[24](index=24&type=chunk) - Year-to-date Adjusted EBITDA decreased from **$97.76 million** in 2024 to **$57.65 million** in 2025[24](index=24&type=chunk) [Net Debt Leverage Ratio](index=11&type=section&id=Net%20Debt%20Leverage%20Ratio) As of June 30, 2025, MGP Ingredients reported a net debt leverage ratio of approximately **1.8x**, calculated using net debt of **$279.77 million** and TTM Adjusted EBITDA of **$156.39 million** Net Debt Leverage Ratio (as of June 30, 2025) | Metric | Value (in thousands) | | :-------------------- | :------------------- | | Total debt | $297,086 | | Cash and cash equivalents | $17,320 | | Net debt | $279,766 | | TTM Adjusted EBITDA | $156,386 | | Net debt leverage ratio | 1.8x | - The net debt leverage ratio stands at approximately **1.8x** as of June 30, 2025[4](index=4&type=chunk)[27](index=27&type=chunk) - TTM Adjusted EBITDA, used in the leverage ratio calculation, was **$156.39 million**[27](index=27&type=chunk) [Dilutive Shares Outstanding Calculation](index=14&type=section&id=Dilutive%20Shares%20Outstanding%20Calculation) For Q2 2025 and year-to-date, convertible senior notes had zero impact on dilutive shares outstanding, as the average share price was below the conversion price, making them anti-dilutive Dilutive Shares Outstanding Calculation (Q2 2025) | Metric | Q2 2025 | | :-------------------- | :------ | | Principal amount of the bonds | $201,250,000 | | Initial conversion rate | 10.3911 | | Conversion price | $96.23620 | | Average share price | $29.73403 | | Impact of conversion | $0 | - The average share price for Q2 2025 (**$29.73**) was below the conversion price (**$96.24**), rendering the convertible senior notes anti-dilutive and thus excluded from diluted EPS calculations[33](index=33&type=chunk) [Corporate Information](index=3&type=section&id=Corporate%20Information) [About MGP Ingredients, Inc.](index=3&type=section&id=About%20MGP%20Ingredients%2C%20Inc.) MGP Ingredients, Inc. (Nasdaq: MGPI) is a leading provider of branded and distilled spirits and food ingredient solutions, operating since 1941 across three segments with an award-winning portfolio - MGP Ingredients operates in three segments: Branded Spirits, Distilling Solutions, and Ingredient Solutions[12](index=12&type=chunk) - The company's premium spirits brands include Penelope, Rebel, Remus, Yellowstone bourbons, and El Mayor tequila under the Luxco umbrella[12](index=12&type=chunk) - MGP also provides high-quality specialty fiber, protein, and starch ingredients for a wide range of food products[12](index=12&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section highlights that forward-looking statements are subject to various risks and uncertainties, including changes in consumer preferences, market competition, and regulatory changes, with no obligation to update them - Forward-looking statements are identified by words like 'intend,' 'plan,' 'believe,' 'expect,' and similar terminology, reflecting management's current beliefs and estimates[13](index=13&type=chunk) - Risks and uncertainties include changes in consumer preferences, competitive landscape, damage to reputation, failure to introduce successful new brands, reliance on distributors, operational interruptions, and regulatory changes[14](index=14&type=chunk) - The company undertakes no obligation to update any forward-looking statements, except as required by law[15](index=15&type=chunk) [Conference Call and Investor Relations](index=3&type=section&id=Conference%20Call%20and%20Investor%20Relations) MGP Ingredients hosted a conference call on July 31, 2025, to discuss Q2 results and business trends, with access details for investors and contact information for inquiries - A conference call was held on July 31, 2025, at 10 a.m. ET to discuss results and current business trends[11](index=11&type=chunk) - Investors can access a live webcast and replay via the company's Investor Relations website[11](index=11&type=chunk) - Contact information for investor relations (Amit Sharma) and media (Patrick Barry) is provided[17](index=17&type=chunk)