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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2025

MGP Ingredients, Inc.
(Exact name of registrant as specified in its charter)
Kansas 0-17196 45-4082531
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
Cray Business Plaza
100 Commercial Street
Box 130
Atchison, Kansas 66002
(Address of principal executive offices) (Zip Code)

(913) 367-1480
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, no par value MGPI NASDAQ Global Select Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02. Results of Operations and Financial Condition.

On July 31, 2025, MGP Ingredients, Inc. (the "Company") issued a press release relating to financial results for the second quarter 2025, which ended June 30, 2025. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent expressly set forth by specific reference in such filing.


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1
104 The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline Extensible Business Reporting Language)




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


                        MGP INGREDIENTS, INC.
Date: July 31, 2025
By: /s/ Brandon M. Gall
Brandon M. Gall, Chief Financial Officer






EX-99.1 2 mgpiq22025ex-991.htm EX-99.1 Document


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MGP INGREDIENTS REPORTS SECOND QUARTER 2025 RESULTS
Solid second quarter results; Reaffirms 2025 sales and adjusted earnings outlook

ATCHISON, Kan., July 31, 2025 - MGP Ingredients, Inc. (Nasdaq: MGPI), a leading provider of branded and distilled spirits and food ingredient solutions, today reported results for the second quarter ended June 30, 2025.

"Our second quarter results came in largely as expected as we delivered solid execution and sequential improvement across all three business segments. Our decisive actions to improve visibility with our customers are working as second quarter brown goods volume and price declines were in line with our expectations. Our teams remain tightly focused on key initiatives and continue to execute on our strategic priorities, which I expect will position us well for the second half and give us the confidence to reaffirm our 2025 outlook,” said Brandon Gall, CFO.

He added, “I am pleased to welcome Julie as MGP’s new CEO. She brings a strong strategic lens, deep commercial expertise, and a proven ability to lead teams. I look forward to partnering with her and I am confident that under her leadership, MGP will be better positioned to sharpen execution, accelerate growth initiatives, and advance our long-term vision of becoming a premier, branded spirits company.”

"I am excited to take on the CEO role and look forward to building on the progress made by Brandon and the MGP team,” said Julie Francis, president and CEO. “Our goal continues to be delivering sustainable growth and unlocking meaningful, long-term value for all stakeholders. We will work together with clarity, integrity, and agility to strengthen our customer-centric, brands-led approach and execute with excellence across our platforms."

2025 second quarter financial highlights compared to 2024 second quarter:
•Consolidated sales decreased 24% to $145.5 million.
•Consolidated gross profit decreased 30% to $58.4 million. Gross margin decreased by 350 basis points to 40.1%.
•Net income decreased 55% to $14.4 million. On an adjusted basis, net income decreased 45% to $20.9 million.
•Basic earnings per common share (“EPS”) decreased to $0.67 per share from $1.43 per share. Adjusted basic EPS decreased 43% to $0.97 per share.
•Adjusted EBITDA decreased 38% to $35.9 million.
•Year-to-date capital expenditures declined 17% to $18.7 million compared to the year-ago period, while year-to-date operating cash flows increased $26.8 million to $56.4 million.
•Net debt leverage ratio stands at approximately 1.8x as of June 30, 2025.

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Consolidated Results
Second quarter 2025 consolidated sales decreased by 24% compared to the year-ago quarter, primarily due to expected declines in brown goods sales within our Distilling Solutions segment and value and mid price tiered brands within our Branded Spirits segment. Lower brown goods sales also impacted profitability, leading to a 30% decline in second quarter gross profit. Operating income decreased to $20.3 million due to lower gross profit and an $8.0 million increase in the fair value of the contingent consideration liability related to the improved performance of the Penelope brand. Adjusted operating income decreased to $28.7 million as reduced gross profit was partially offset by lower advertising and promotion expenses.

Second quarter advertising and promotion expenses decreased 41% to $6.9 million as we lapped elevated spend for certain advertising campaigns in the year-ago quarter and continued to realign our spend behind our most attractive growth opportunities. Branded Spirits advertising and promotion spend of $6.3 million was approximately 10% of Branded Spirits segment sales in the second quarter.

Branded Spirits
Branded Spirits segment sales decreased 5% to $60.5 million compared to the prior-year quarter. Our increased focus on our most attractive growth opportunities across the American whiskey and tequila categories continued to take hold, leading to 1% growth in our premium plus sales to $31.1 million. Within our premium plus portfolio, the Penelope brand continued its strong sales trajectory with another quarter of above-category sales growth. As expected, sales of our mid and value priced portfolios, combined, declined by nearly 15% due to lower volumes of certain tequila, liqueur, and cordial brands. Branded Spirits gross profit decreased by 5% to $32.0 million, while segment gross margins increased modestly to 52.8%.

Distilling Solutions
Distilling Solutions segment sales decreased by 46% to $50.0 million, compared to the prior-year quarter. Although Distilling Solutions segment sales and profitability continued to be pressured by reduced customer demand for brown goods primarily due to elevated industry-wide barrel inventories, our second quarter brown goods sales volume and pricing were largely in line with our expectations, reflecting the positive impact of our proactive engagement and visibility with our customers. Distilling Solutions gross profit of $18.8 million decreased by 56%, or 37.6% of segment sales.

Ingredient Solutions
Ingredient Solutions segment returned to positive growth in second quarter 2025 as sales increased by 5% to $35.0 million compared to the year-ago quarter. As expected, sales improved sequentially from first quarter 2025 for each of the segment product lines reflecting commercialization of new domestic customers as well as improved operational execution relative to the first quarter. Segment gross profit increased to $7.6 million, or 21.7% of segment sales.

2025 Financial Outlook
MGP provided consolidated guidance for fiscal 2025:

•Sales are projected to be in the range of $520 million to $540 million.
•Adjusted EBITDA is expected to be in the range of $105 million to $115 million.
•Adjusted basic EPS is expected to be in the $2.45 to $2.75 range, with weighted average basic shares outstanding of approximately 21.4 million, and an effective tax rate of approximately 25%.
•Full-year capital expenditures are now expected to be approximately $32.5 million relative to previous expectations of approximately $36 million.








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Conference Call and Webcast Information
MGP Ingredients will host a conference call today, July 31, 2025, at 10 a.m. ET to discuss these results and current business trends. Investors can dial 844-308-6398 or 412-717-9605 (international) to listen to the live call. A live webcast will be available at the “News and Events” section of the company’s Investor Relations website at ir.mgpingredients.com/news-events. A replay of the conference call will be available on the company’s website.

About MGP Ingredients, Inc.
MGP Ingredients Inc. (Nasdaq: MGPI) has been formulating excellence since 1941 by bringing product ideas to life across the alcoholic beverage and specialty ingredient industries through three segments: Branded Spirits, Distilling Solutions, and Ingredient Solutions. MGPI is one of the leading spirits distillers with an award-winning portfolio of premium brands including Penelope, Rebel, Remus, and Yellowstone bourbons and El Mayor tequila, under the Luxco umbrella. With distilleries in Indiana and Kentucky; a tequila distillery in Arandas, Mexico; and bottling operations in Missouri, Ohio, and Northern Ireland, the company creates distilled spirits for customers including many world-renowned spirits brands. In addition, the company’s high-quality specialty fiber, protein, and starch ingredients provide functional, nutritional, and sensory solutions for a wide range of food products. To learn more visit MGPIngredients.com.

Cautionary Note Regarding Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements about the ability of MGP Ingredients, Inc. (the “Company” or “MGP”) to be well-positioned, better-positioned, sharpen execution, accelerate growth initiatives, become a premier branded spirits company, deliver growth, unlock value, strengthen its approach, and execute with excellence; and the Company’s 2025 outlook, including its expectations for sales, adjusted EBITDA, adjusted basic EPS, shares outstanding, tax rate, and capital expenditures. Forward looking statements are usually identified by or are associated with words such 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, Company performance, Company financial results, and Company financial condition and are not guarantees of future performance.

All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. Factors that could cause actual results to differ materially from our expectations include without limitation any effects of changes in consumer preferences and purchases and our ability to anticipate or react to those changes; our ability to compete effectively and any effects of industry dynamics and market conditions; damage to our reputation or that of any of our key customers or their brands; failure to introduce successful new brands and products or have effective marketing or advertising; changes in public opinion about alcohol or our products; our reliance on our distributors to distribute our branded spirits; our reliance on fewer, more profitable customer relationships; interruptions in our operations or a catastrophic event at our facilities; decisions concerning the quantity of maturing stock of our aged distillate; any inability to successfully complete our capital projects or fund capital expenditures or any warehouse expansion issues; our reliance on a limited number of suppliers; work disruptions or stoppages; climate change and measures to address climate change; regulation and taxation and compliance with existing or future laws and regulations; tariffs, trade relations, and trade policies; excise taxes, incentives and customs duties; our ability to protect our intellectual property rights and defend against alleged intellectual property rights infringement claims; failure to secure and maintain listings in control states; labeling or warning requirements or limitations on the availability of our products; product recalls or other product liability claims; anti-corruption laws, trade sanctions, and restrictions; litigation or legal proceedings; limited rights of common stockholders and anti-takeover provisions in our governing documents; the impact of issuing shares of our common stock; higher costs or the unavailability and cost of raw materials, product ingredients, energy resources, or labor; failure of our information technology systems, networks, processes, associated sites, or service providers; acquisitions and potential future acquisitions; interest rate increases; reliance on key personnel; commercial, political, and financial risks; covenants and other provisions in our credit arrangements; pandemics or other health crises; ability to pay any dividends and make any share repurchases; and the effectiveness or execution of our strategic plan.


3



For further information on these risks and uncertainties and other factors that could affect the Company’s business, see the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and its Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2025, as well as the Company’s other SEC filings. The Company undertakes no obligation to update any forward-looking statements or information in this press release, except as required by law.

Non-GAAP Financial Measures
In addition to reporting financial information in accordance with U.S. GAAP, the Company provides certain non-GAAP financial measures that are not in accordance with, or alternatives for, GAAP. In addition to the comparable GAAP measures, the Company has disclosed adjusted operating income, adjusted income before income taxes, adjusted net income, adjusted MGP earnings, adjusted EBITDA, net debt, net debt leverage ratio, and adjusted basic and diluted EPS, as well as guidance for adjusted EBITDA and adjusted basic EPS. The presentation of these non-GAAP financial measures should be reviewed in conjunction with operating income, income before income taxes, net income, net income used in earnings per common share calculation, debt, and basic and diluted EPS computed in accordance with U.S. GAAP and should not be considered a substitute for the GAAP measure. We believe that the non-GAAP measures provide useful information to investors regarding the Company's performance and overall results of operations. In addition, management uses these non-GAAP measures in conjunction with GAAP measures when evaluating the Company’s operating results compared to prior periods on a consistent basis, assessing financial trends, and for forecasting purposes. Non-GAAP financial measures may not provide information that is directly comparable to other companies, even if similar terms are used to identify such measures. The attached schedules provide a full reconciliation of historical non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure. Full year 2025 guidance measures of adjusted EBITDA and adjusted basic EPS are provided on a non-GAAP basis without a reconciliation to the most directly comparable GAAP measures because the Company is unable to predict with a reasonable degree of certainty certain items contained in the GAAP measures without unreasonable efforts. Such items include without limitation, acquisition related expenses, restructuring and related expenses, and other items not reflective of the Company's ongoing operations.

For More Information
Investors:
Amit Sharma, amit.sharma@mgpingredients.com

Media:
Patrick Barry, 314.540.3865, patrick@byrnepr.net


4



MGP INGREDIENTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in thousands, except share and per share amounts)

  Quarter Ended June 30, Year to Date Ended June 30,
  2025 2024 2025 2024
Sales $ 145,494  $ 190,805  $ 267,147  $ 361,368 
Cost of sales 87,107  107,573  165,430  215,341 
Gross profit 58,387  83,232  101,717  146,027 
Advertising and promotion expenses 6,913  11,665  15,085  20,348 
Selling, general, and administrative expenses 23,156  22,759  44,361  43,738 
Impairment of long-lived assets and other —  21  —  137 
Change in fair value of contingent consideration 8,000  5,400  22,700  9,500 
Operating income 20,318  43,387  19,571  72,304 
Interest expense, net (1,897) (2,205) (3,751) (4,224)
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 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 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
Basic 21,360,984  22,119,227  21,351,809  22,130,752 
Diluted 21,360,984  22,119,227  21,351,809  22,130,752 
Earnings per common share
Basic $ 0.67  $ 1.43  $ 0.53  $ 2.36 
Diluted $ 0.67  $ 1.43  $ 0.53  $ 2.36 



5



MGP INGREDIENTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)

June 30, 2025 December 31, 2024
ASSETS    
Current Assets:
Cash and cash equivalents $ 17,320  $ 25,273 
Receivables, net 117,190  148,488 
Inventory 379,702  364,944 
Prepaid expenses 5,711  3,983 
Refundable income taxes 320  3,448 
Total current assets 520,243  546,136 
Property, plant, and equipment 581,901  562,714 
Less accumulated depreciation and amortization (256,150) (246,042)
Property, plant, and equipment, net 325,751  316,672 
Operating lease right-of-use assets, net 15,270  15,540 
Investment in joint venture 7,519  7,024 
Intangible assets, net 266,824  268,451 
Goodwill 247,789  247,789 
Other assets 2,664  4,173 
TOTAL ASSETS $ 1,386,060  $ 1,405,785 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt $ 6,400  $ 6,400 
Accounts payable 41,932  66,336 
Contingent consideration - current 108,000  — 
Federal and state excise taxes payable 3,855  5,358 
Accrued expenses and other 18,424  14,356 
Total current liabilities 178,611  92,450 
Long-term debt, less current maturities 94,663  121,277 
Convertible senior notes 196,023  195,864 
Long-term operating lease liabilities 11,814  11,940 
Contingent consideration —  85,300 
Other noncurrent liabilities 2,291  2,981 
Deferred income taxes 62,529  63,430 
Total liabilities 545,931  573,242 
Total equity 840,129  832,543 
TOTAL LIABILITIES AND TOTAL EQUITY $ 1,386,060  $ 1,405,785 
 


6



MGP INGREDIENTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
  Year to Date Ended June 30,
  2025 2024
Cash Flows from Operating Activities    
Net income $ 11,370  $ 52,601 
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 11,638  10,618 
Share-based compensation 2,030  1,981 
Equity method investment gain (494) (614)
Deferred income taxes, including change in valuation allowance (901) (10)
Change in fair value of contingent consideration 22,700  9,500 
Other, net 446  270 
Changes in operating assets and liabilities:    
Receivables, net 31,103  (14,766)
Inventory (15,224) (11,754)
Prepaid expenses (1,752) (1,217)
Income taxes payable (refundable) 3,128  (1,818)
Accounts payable (10,687) (6,345)
Accrued expenses and other 4,663  (10,738)
Federal and state excise taxes payable (1,504) 2,241 
Other, net (159) (367)
Net cash provided by operating activities 56,357  29,582 
Cash Flows from Investing Activities    
Additions to property, plant, and equipment (32,156) (33,397)
Other, net (11) (260)
Net cash used in investing activities (32,167) (33,657)
Cash Flows from Financing Activities    
Payment of dividends and dividend equivalents (5,156) (5,344)
Repurchase of Common Stock (1,035) (9,735)
Loan fees paid related to borrowings (2,712) — 
Proceeds from long-term debt 28,000  50,000 
Principal payments on long-term debt (52,200) (28,200)
Net cash provided by (used in) financing activities (33,103) 6,721 
Effect of exchange rate changes on cash and cash equivalents 960  (23)
Increase (decrease) in cash and cash equivalents (7,953) 2,623 
Cash and cash equivalents, beginning of period 25,273  18,388 
Cash and cash equivalents, end of period $ 17,320  $ 21,011 






7



MGP INGREDIENTS, INC.
RECONCILIATION OF SELECTED GAAP MEASURES TO ADJUSTED NON-GAAP MEASURES (UNAUDITED)
(in thousands, except per share amounts)
Quarter Ended June 30, 2025
Operating Income Income before Income Taxes Net Income
MGP Earnings(a)
Basic and Diluted EPS
Reported GAAP Results $ 20,318  $ 18,735  $ 14,427  $ 14,267  $ 0.67 
Adjusted to remove:
Fair value of contingent consideration(b)
8,000  8,000  6,160  6,097  0.29 
Executive transition costs (c)
376  376 290  287  0.01 
Adjusted Non-GAAP results $ 28,694  $ 27,111  $ 20,877  $ 20,651  $ 0.97 
Quarter Ended June 30, 2024
Operating Income Income before Income Taxes Net Income
MGP Earnings(a)
Basic and Diluted EPS
Reported GAAP Results $ 43,387  $ 42,125  $ 32,017  $ 31,738  $ 1.43 
Adjusted to remove:
Impairment of long-lived assets and other (f)
21  21  16  16  — 
Fair value of contingent consideration(b)
5,400  5,400  4,104  4,104  0.19 
Business acquisition costs (g)
15  15  11  11  — 
Executive transition costs (c)
843  843  641  641  0.03 
Unusual items costs (h)
1,639  1,639  1,246  1,246  0.06 
Adjusted Non-GAAP results $ 51,305  $ 50,043  $ 38,035  $ 37,756  $ 1.71 


Year to Date Ended June 30, 2025
Operating Income Income before Income Taxes Net Income
MGP Earnings(a)
Basic and Diluted EPS
Reported GAAP Results $ 19,571  $ 16,349  $ 11,370  $ 11,275  $ 0.53 
Adjusted to remove:
Fair value of contingent consideration(b)
22,700  22,700  15,777  15,614  0.73 
Executive transition costs (c)
682  682  474  469  0.02 
Professional service fees (d)
382  382  265  263  0.01 
Restructuring and other costs (e)
613  613  426  422  0.02 
Adjusted Non-GAAP results $ 43,948  $ 40,726  $ 28,312  $ 28,043  $ 1.31 
Year to Date Ended June 30, 2024
Operating Income Income before Income Taxes Net Income
MGP Earnings(a)
Basic and Diluted EPS
Reported GAAP Results $ 72,304  $ 68,971  $ 52,601  $ 52,148  $ 2.36 
Adjusted to remove:
Impairment of long-lived assets and other (f)
137  137  105  105  — 
Fair value of contingent consideration(b)
9,500  9,500  7,249  7,249  0.33 
Business acquisition costs (g)
86  86  66  66  — 
Executive transition costs (c)
1,218  1,218  929  929  0.04 
Unusual items costs (h)
1,639  1,639  1,251  1,251  0.06 
Adjusted Non-GAAP results $ 84,884  $ 81,551  $ 62,201  $ 61,748  $ 2.79 





8



MGP INGREDIENTS, INC.
DESCRIPTION OF NON-GAAP ITEMS

(a)MGP Earnings is defined as "Net income used in Earnings Per Common Share calculation," which accounts for the impacts of the net loss attributable to noncontrolling interest and income attributable to participating securities.

(b)Fair value of contingent consideration relates to the quarterly adjustment of the contingent consideration liability related to the acquisition of Penelope Bourbon LLC. It is included in the Condensed Consolidated Statement of Income as a component of operating income and relates to the Branded Spirits segment.

(c)The executive transition costs are included in the Condensed Consolidated Statement of Income within the selling, general, and administrative line item. The adjustment includes costs related to the transition of certain executive and board of director positions.

(d)The professional services fees are included in the Condensed Consolidated Statement of Income within the selling, general, and administrative line item. The adjustment includes costs related to professional services in conjunction with the goodwill impairment valuation.

(e)The restructuring and other costs are included in the Condensed Consolidated Statement of Income within the selling, general, and administrative line item. The adjustment includes special one-time severance costs related to the reduction in force that occurred during the period.

(f)The impairment of long-lived assets and other relates to impairments of assets as well as miscellaneous expenses in connection with the closure of the Atchison distillery. Impairment of long-lived assets and other are included in the Condensed Consolidated Statement of Income as a component of operating income and relates to the Distilling Solutions segment.

(g)Business acquisition costs are included in the Condensed Consolidated Statement of Income within the selling, general, and administrative line item and include transaction and integration costs associated with the acquisition of Penelope Bourbon LLC.

(h)The unusual items costs are included in the Condensed Consolidated of Income within the selling, general, and administrative line item. The adjustment includes professional and legal costs associated with special projects.


9




MGP INGREDIENTS, INC.
RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA (UNAUDITED)
(in thousands)
Quarter Ended June 30, Year to Date Ended June 30,
2025 2024 2025 2024
Net Income $ 14,427  $ 32,017  $ 11,370  $ 52,601 
Interest expense 1,897  2,205  3,751  4,224 
Income tax expense 4,308  10,108  4,979  16,370 
Depreciation and amortization 5,830  5,329  11,638  10,618 
Share based compensation 1,288  865  2,030  1,981 
Equity method investment gain (237) (910) (494) (614)
Fair value of contingent consideration 8,000  5,400  22,700  9,500 
Executive transition costs 376  843  682  1,218 
Professional service fees —  —  382  — 
Restructuring and other costs —  —  613  — 
Impairment of long-lived assets and other —  21  —  137 
Business acquisition costs —  15  —  86 
Unusual items costs —  1,639  —  1,639 
Adjusted EBITDA $ 35,889  $ 57,532  $ 57,651  $ 97,760 



The non-GAAP adjusted EBITDA measure is defined as earnings before interest expense, income tax expense, depreciation and amortization, share based compensation, equity method investment gain, fair value of contingent consideration, executive transition costs, professional service fees, impairment of long-lived assets and other, business acquisition costs, restructuring and other costs, and unusual items costs.

See "Reconciliation of selected GAAP measure to adjusted non-GAAP measures" and "Description of Non-GAAP items" for further details on selected non-GAAP items.



10



MGP INGREDIENTS, INC.
NET DEBT LEVERAGE RATIO (UNAUDITED)
(in thousands)

Quarter Ended
September 30,
2024
Quarter Ended
December,
2024
Quarter Ended
March 31,
2025
Quarter Ended
June 30,
2025
TTM(a)
June 30, 2025
Net income (loss) $ 23,862  $ (41,998) $ (3,057) $ 14,427  $ (6,766)
Interest expense 2,174  2,041  1,854  1,897  7,966 
Income tax expense 7,554  10,053  671  4,308  22,586 
Depreciation and amortization 5,680  5,691  5,808  5,830  23,009 
Share based compensation 767  440  742  1,288  3,237 
Equity method investment gain (832) (381) (257) (237) (1,707)
Fair value of contingent consideration 6,400  200  14,700  8,000  29,300 
Goodwill impairment —  73,755  —  —  73,755 
Professional service fees —  —  382  —  382 
Business acquisition costs 15  15  —  —  30 
Executive transition costs —  2,857  306  376  3,539 
Restructuring and other costs —  —  613  —  613 
Unusual items costs 34  408  —  —  442 
Adjusted EBITDA $ 45,654  $ 53,081  $ 21,762  $ 35,889  $ 156,386 
Total debt $ 297,086 
Cash and cash equivalents 17,320 
Net debt $ 279,766 
Net debt leverage ratio(b)
1.8 

(a) TTM is defined as trailing twelve months.
(b) Net debt leverage ratio is defined as net debt divided by adjusted EBITDA.

See "Reconciliation of selected GAAP measure to adjusted non-GAAP measures" and "Description of Non-GAAP items" for further details on selected non-GAAP items.



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MGP INGREDIENTS, INC.
OPERATING SEGMENT RESULTS (UNAUDITED)
(Dollars in thousands)
BRANDED SPIRITS
Quarter Ended June 30, Quarter versus Quarter Change Increase/(Decrease)
2025 2024 $ Change % Change
Premium plus $ 31,099  $ 30,707  $ 392  %
Mid 15,493  17,061  (1,568) (9)
Value 8,936  11,655  (2,719) (23)
Other 4,992  4,618  374 
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  % 0.3 
pp(a)
Operating income $ 8,737  $ 7,235  $ 1,502  21  %
Depreciation and amortization $ 2,145  $ 1,852  $ 293  16  %

DISTILLING SOLUTIONS
Quarter Ended June 30, Quarter versus Quarter Change Increase/(Decrease)
2025 2024 $ Change % Change
Brown goods $ 35,057  $ 75,443  $ (40,386) (54) %
Warehouse services 8,001  8,392  (391) (5)
White goods and other co-products 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  % (7.9)
pp(a)
Operating income $ 17,741  $ 41,528  $ (23,787) (57) %
Depreciation and amortization $ 2,025  $ 1,968  $ 57  %

INGREDIENT SOLUTIONS SALES
Quarter Ended June 30, Quarter versus Quarter Change Increase / (Decrease)
2025 2024 $ Change % Change
Specialty wheat starches $ 18,474  $ 19,203  $ (729) (4) %
Specialty wheat proteins 12,612  11,200  1,412  13 
Commodity wheat starches 3,061  2,973  88 
Commodity wheat proteins 827  —  827  n/a
Total Ingredient Solutions $ 34,974  $ 33,376  $ 1,598  %
Gross profit $ 7,591  $ 7,126  $ 465  %
Gross margin % 21.7  % 21.4  % 0.3 
pp(a)
Operating income $ 6,290  $ 5,784  $ 506  %
Depreciation and amortization $ 1,307  $ 1,170  $ 137  12  %

(a) Percentage points (“pp”).


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MGP INGREDIENTS, INC.
OPERATING SEGMENT RESULTS (UNAUDITED)
(Dollars in thousands)
BRANDED SPIRITS SALES
Year to Date Ended June 30, Year to Date versus Year to Date Sales Change Increase/(Decrease)
2025 2024 $ Change % Change
Premium plus $ 53,417  $ 51,613  $ 1,804  %
Mid 28,520  31,822  (3,302) (10)
Value 16,277  21,664  (5,387) (25)
Other 10,533  9,088  1,445  16 
Total Branded Spirits $ 108,747  $ 114,187  $ (5,440) (5) %
Gross profit $ 54,182  $ 56,165  $ (1,983) (4) %
Gross margin % 49.8  % 49.2  % 0.6 
pp(a)
Operating income $ (409) $ 8,143  $ (8,552) (105) %
Depreciation and amortization $ 4,285  $ 3,675  $ 610  17  %

DISTILLING SOLUTIONS SALES
Year to Date Ended June 30, Year to Date versus Year to Date Sales Change Increase/(Decrease)
2025 2024 $ Change % Change
Brown goods $ 68,713  $ 141,774  $ (73,061) (52) %
Warehouse services 16,078  16,348  (270) (2)
White goods and other co-products 12,152  20,118  (7,966) (40)
Total Distilling Solutions $ 96,943  $ 178,240  $ (81,297) (46) %
Gross profit $ 37,492  $ 76,556  $ (39,064) (51) %
Gross margin % 38.7  % 43.0  % (4.3)
pp(a)
Operating income $ 35,623  $ 74,597  $ (38,974) (52) %
Depreciation and amortization $ 4,080  $ 3,925  $ 155  %


INGREDIENT SOLUTIONS SALES
Year to Date Ended June 30, Year to Date versus Year to Date Sales Change Increase/(Decrease)
2025 2024 $ Change % Change
Specialty wheat starches $ 34,327  $ 41,474  $ (7,147) (17) %
Specialty wheat proteins 19,960  21,195  (1,235) (6)
Commodity wheat starches 5,780  6,235  (455) (7)
Commodity wheat proteins 1,390  37  1,353  3,657 
Total Ingredient Solutions $ 61,457  $ 68,941  $ (7,484) (11) %
Gross profit $ 10,043  $ 13,306  $ (3,263) (25) %
Gross margin % 16.3  % 19.3  % (3.0)
pp(a)
Operating income $ 7,298  $ 10,504  $ (3,206) (31) %
Depreciation and amortization $ 2,578  $ 2,339  $ 239  10  %
(a) Percentage points (“pp”).


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MGP INGREDIENTS, INC.
DILUTIVE SHARES OUTSTANDING CALCULATION (UNAUDITED)

Quarter Ended June 30, Year to Date Ended June 30,
2025 2024 2025 2024
Principal amount of the bonds $ 201,250,000  $ 201,250,000  $ 201,250,000  $ 201,250,000 
Par value $ 1,000  $ 1,000  $ 1,000  $ 1,000 
Number of bonds outstanding (a) 201,250  201,250  201,250  201,250 
Initial conversion rate 10.3911  10.3911  10.3911  10.3911 
Conversion price $ 96.23620  $ 96.23620  $ 96.23620  $ 96.23620 
Average share price (b) $ 29.73403  $ 78.03794  $ 31.56250  $ 82.27766 
Impact of conversion (c) $ —  $ —  $ —  $ — 
Cash paid for principal (201,250,000) (201,250,000) (201,250,000) (201,250,000)
Conversion premium $ —  $ —  $ —  $ — 
Average share price $ 29.73403  $ 78.03794  $ 31.56250  $ 82.27766 
Conversion premium in shares (d) (e) —  —  —  — 

(a)Number of bonds outstanding is calculated by taking the principal amount of the bonds divided by the par value.

(b)Average share price is calculated by taking the average of the daily closing share price for the period. If the average share price is less than the conversion price of $96.23620 per share, the impact to EPS is anti-dilutive and therefore the shares were excluded from the diluted EPS calculation.

(c)Impact of conversion is calculated by taking the number of bonds outstanding multiplied by the initial conversion rate multiplied by the average share price. If the average share price is less than the conversion price then the impact of conversion is zero.

(d)The impacts of the Convertible Senior Notes are included in the diluted weighted average common shares outstanding if the impact is dilutive. The Convertible Senior Notes would only have a dilutive impact if the average market price per share during the quarter exceed the conversion price of $96.23620 per share.

(e)Conversion premium in shares is calculated by taking the conversion premium divided by the average share price. If the average share price is less than the conversion price, then the conversion premium in shares is zero.


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