MGP INGREDIENTS INC 10-Q

ITEM 1. FINANCIAL STATEMENTS MGP INGREDIENTS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Dollars in thousands, except share and per share amounts) Quarter Ended March 31, 2025 2024 Sales $ 121,653 $ 170,563 Cost of sales 78,323 107,768 Gross profit 43,330 62,795 Advertising and promotion expenses 8,172 8,683 Selling, general, and administrative expenses 21,205 20,979 Impairment of long-lived assets and other — 116 Change in fair value of contingent consideration 14,700 4,100 Operating income (loss) ( 747 ) 28,917 Interest expense, net ( 1,854 ) ( 2,019 ) Other income (expense), net 215 ( 52 ) Income (loss) before income taxes ( 2,386 ) 26,846 Income tax expense 671 6,262 Net income (loss) ( 3,057 ) 20,584 Net loss attributable to noncontrolling interest 33 51 Net income (loss) attributable to MGP Ingredients, Inc. ( 3,024 ) 20,635 Income (loss) attributable to participating securities 30 ( 239 ) Net income (loss) used in earnings per common share calculation $ ( 2,994 ) $ 20,396 Weighted average common shares Basic 21,342,531 22,142,277 Diluted 21,342,531 22,142,277 Earnings per common share Basic $ ( 0.14 ) $ 0.92 Diluted $ ( 0.14 ) $ 0.92 See accompanying notes to unaudited condensed consolidated financial statements 3 MGP INGREDIENTS, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Dollars in thousands) Quarter Ended March 31, 2025 2024 Net income (loss) attributable to MGP Ingredients, Inc. $ ( 3,024 ) $ 20,635 Other comprehensive income (loss), net of tax: Unrealized gain on foreign currency translation adjustment 317 — Change in Company-sponsored post-employment benefit plan ( 21 ) ( 40 ) Other comprehensive income (loss) 296 ( 40 ) Comprehensive income (loss) attributable to MGP Ingredients, Inc. ( 2,728 ) 20,595 Comprehensive loss attributable to noncontrolling interest ( 33 ) ( 51 ) Comprehensive income (loss) $ ( 2,761 ) $ 20,544 See accompanying notes to unaudited condensed consolidated financial statements 4 MGP INGREDIENTS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollars in thousands) March 31, 2025 December 31, 2024 Current Assets Cash and cash equivalents $ 20,112 $ 25,273 Receivables (less allowance for credit loss, $ 1,875 at both March 31, 2025, and December 31, 2024) 107,827 148,488 Inventory 378,243 364,944 Prepaid expenses 5,002 3,983 Refundable income taxes 5,542 3,448 Total current assets 516,726 546,136 Property, plant, and equipment 570,962 562,714 Less accumulated depreciation and amortization ( 251,064 ) ( 246,042 ) Property, plant, and equipment, net 319,898 316,672 Operating lease right-of-use assets, net 16,294 15,540 Investment in joint venture 7,281 7,024 Intangible assets, net 267,638 268,451 Goodwill 247,789 247,789 Other assets 2,576 4,173 Total assets $ 1,378,202 $ 1,405,785 Current Liabilities Current maturities of long-term debt $ 6,400 $ 6,400 Accounts payable 54,400 66,336 Contingent consideration, current 100,000 — Federal and state excise taxes payable 5,260 5,358 Accrued expenses and other 16,282 14,356 Total current liabilities 182,342 92,450 Long-term debt, less current maturities 94,771 121,277 Convertible senior notes 195,943 195,864 Long-term operating lease liabilities 12,749 11,940 Contingent consideration — 85,300 Other noncurrent liabilities 2,210 2,981 Deferred income taxes 63,494 63,430 Total liabilities 551,509 573,242 Commitments and Contingencies (Note 7) Stockholders’ Equity Capital stock Preferred, 5 % non-cumulative; $ 10 par value; authorized 1,000 shares; issued and outstanding 437 shares 4 4 Common stock No par value; authorized 40,000,000 shares; issued 23,125,166 shares at March 31, 2025 and December 31, 2024; and 21,270,343 and 21,194,707 shares outstanding at March 31, 2025 and December 31, 2024, respectively 6,715 6,715 Additional paid-in capital 328,935 332,195 Retained earnings 558,327 563,929 Accumulated other comprehensive loss ( 362 ) ( 658 ) Treasury stock, at cost, 1,854,823 and 1,930,459 shares at March 31, 2025 and December 31, 2024, respectively ( 65,270 ) ( 68,019 ) Total MGP Ingredients, Inc. stockholders’ equity 828,349 834,166 Noncontrolling interest ( 1,656 ) ( 1,623 ) Total equity 826,693 832,543 Total liabilities and equity $ 1,378,202 $ 1,405,785 See accompanying notes to unaudited condensed consolidated financial statements 5 MGP INGREDIENTS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands) Quarter to Date Ended March 31, 2025 2024 Cash Flows from Operating Activities Net income (loss) $ ( 3,057 ) $ 20,584 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,808 5,289 Share-based compensation 742 1,116 Equity method investment loss (gain) ( 257 ) 296 Deferred income taxes, including change in valuation allowance 64 645 Change in fair value of contingent consideration 14,700 4,100 Other, net 73 157 Changes in operating assets and liabilities: Receivables, net 40,594 11,257 Inventory ( 13,439 ) ( 2,119 ) Prepaid expenses ( 1,025 ) ( 1,904 ) Income taxes payable (refundable) ( 2,094 ) 5,530 Accounts payable ( 146 ) ( 10,207 ) Accrued expenses and other 2,857 ( 10,380 ) Federal and state excise taxes payable ( 98 ) 1,548 Other, net ( 38 ) ( 1,289 ) Net cash provided by operating activities 44,684 24,623 Cash Flows from Investing Activities Additions to property, plant, and equipment ( 19,926 ) ( 27,026 ) Other, net — ( 240 ) Net cash used in investing activities ( 19,926 ) ( 27,266 ) Cash Flows from Financing Activities Payment of dividends and dividend equivalents ( 2,578 ) ( 2,672 ) Repurchase of Common Stock ( 1,035 ) ( 6,961 ) Proceeds from long-term debt — 30,000 Principal payments on long-term debt ( 26,600 ) ( 16,600 ) Net cash provided by (used in) financing activities ( 30,213 ) 3,767 Effect of exchange rate changes on cash and cash equivalents 294 ( 15 ) Increase (decrease) in cash and cash equivalents ( 5,161 ) 1,109 Cash and cash equivalents, beginning of period 25,273 18,388 Cash and cash equivalents, end of period $ 20,112 $ 19,497 See accompanying notes to unaudited condensed consolidated financial statements 6 MGP INGREDIENTS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For Quarter to Date Ended March 31, 2025 and 2024 (Unaudited) (Dollars in thousands) Capital Stock Preferred Issued Common Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (loss) Treasury Stock Non-controlling Interest Total Balance, December 31, 2024 $ 4 $ 6,715 $ 332,195 $ 563,929 $ ( 658 ) $ ( 68,019 ) $ ( 1,623 ) $ 832,543 Comprehensive loss: Net loss — — — ( 3,024 ) — — ( 33 ) ( 3,057 ) Other comprehensive income — — — — 296 — — 296 Dividends and dividend equivalents of $ 0.12 per common share and per restricted stock unit, net of estimated forfeitures — — — ( 2,578 ) — — — ( 2,578 ) Share-based compensation — — 524 — — — — 524 Stock shares awarded, forfeited or vested — — ( 3,784 ) — — 3,784 — — Stock shares repurchased — — — — — ( 1,035 ) — ( 1,035 ) Balance, March 31, 2025 $ 4 $ 6,715 $ 328,935 $ 558,327 $ ( 362 ) $ ( 65,270 ) $ ( 1,656 ) $ 826,693 Capital Stock Preferred Issued Common Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (loss) Treasury Stock Non-controlling Interest Total Balance, December 31, 2023 $ 4 $ 6,715 $ 325,453 $ 539,883 $ ( 397 ) $ ( 21,166 ) $ ( 1,425 ) $ 849,067 Comprehensive income: Net income (loss) — — — 20,635 — — ( 51 ) 20,584 Other comprehensive loss — — — — ( 40 ) — — ( 40 ) Dividends and dividend equivalents of $ 0.12 per common share and per restricted stock unit, net of estimated forfeitures — — — ( 2,670 ) — — — ( 2,670 ) Share-based compensation — — 5,563 — — — — 5,563 Stock shares awarded, forfeited or vested — — ( 1,556 ) — — 1,556 — — Stock shares repurchased — — — — — ( 6,961 ) — ( 6,961 ) Balance, March 31, 2024 $ 4 $ 6,715 $ 329,460 $ 557,848 $ ( 437 ) $ ( 26,571 ) $ ( 1,476 ) $ 865,543 See accompanying notes to unaudited condensed consolidated financial statements 7 MGP INGREDIENTS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, unless otherwise noted) Note 1. Accounting Policies and Basis of Presentation The Company. MGP Ingredients, Inc. (the “Company” or “MGP”) is a Kansas corporation headquartered in Atchison, Kansas and is a leading producer of branded and distilled spirits, as well as food ingredient solutions. The Company has a portfolio of its own high quality branded spirits which are produced through its distilleries and bottling facilities and sold to distributors. The Company’s branded spirits products account for a range of price points from value products through premium plus brands. Distilled spirits include premium bourbon, rye, and other American whiskeys (“brown goods”) and grain neutral spirits (“GNS”), including vodka and gin. The Company’s distilled spirits are either sold directly or indirectly to manufacturers of other branded spirits. The Company’s protein and starch food ingredients are predominately wheat based and provide a host of functional, nutritional, and sensory benefits for a wide range of food products to serve the consumer packaged goods industry. The ingredient products are sold directly, or through distributors, to manufacturers and processors of finished packaged goods or to bakeries. The Company reports three operating segments: Branded Spirits, Distilling Solutions, and Ingredient Solutions. Basis of Presentation and Principles of Consolidation. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements as of and for the quarter ended March 31, 2025, should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”). The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal and recurring adjustments) necessary to fairly present the results for interim periods in accordance with U.S. generally accepted accounting principles (“GAAP”). Pursuant to the rules and regulations of the SEC, certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted. The Company holds a 60 percent interest in Dos Primos Tequila, LLC (“Dos Primos”). The Company consolidated Dos Primos’ activity on the financial statements and presented the 40 percent non-controlling interest portion on a separate line. Use of Estimates. The financial reporting policies of the Company conform to GAAP. The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The application of certain of these policies places demands on management’s judgment, with financial reporting results relying on estimation about the effects of matters that are inherently uncertain. For all of these policies, management cautions that future events may not develop as forecast, and estimates routinely require adjustment and may require material adjustment. Inventory. Inventory includes finished goods, raw materials in the form of agricultural commodities used in the production process as well as bottles, caps, and labels used in the bottling process, and certain maintenance and repair items. Bourbons, ryes, and other whiskeys, included in inventory, are normally aged in barrels for several years, following industry practice; all barreled bourbon, rye, and other whiskeys are classified as a current asset. The Company includes warehousing, insurance, and other carrying charges applicable to barreled whiskey in inventory costs. 8 Inventories are stated at the lower of cost or net realizable value on the first-in, first-out, or FIFO, method. Inventory valuations are impacted by constantly changing prices paid for key materials. Inventory consists of the following: March 31, 2025 December 31, 2024 Finished goods $ 45,076 $ 43,952 Barreled distillate (bourbons and other whiskeys) 295,127 283,119 Raw materials 25,367 25,491 Work in process 2,287 1,673 Maintenance materials 8,787 8,591 Other 1,599 2,118 Total $ 378,243 $ 364,944 Revenue Recognition. Revenue is recognized when control of the promised goods or services, through performance obligations by the Company, is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for the performance obligations. The term between invoicing and when payment is due is not significant and the period between when the entity transfers the promised good or service to the customer and when the customer pays for that good or service is generally one year or less. Revenue is recognized for the sale of products at the point in time finished products are delivered to the customer in accordance with shipping terms. This is a faithful depiction of the satisfaction of the performance obligation because, at the point control passes to the customer, the customer has legal title and the risk and rewards of ownership have transferred, and the customer has a present obligation to pay. The Distilling Solutions segment routinely enters into bill and hold arrangements, whereby the Company produces and sells aged and unaged distillate to customers, and the product is barreled at the customer’s request and warehoused by the Company for an extended period of time in accordance with directions received from the Company’s customers. Even though the aged and unaged distillate remains in the Company’s possession, a sale is recognized at the point in time when the customer obtains control of the product. Control is transferred to the customer in bill and hold transactions when the customer acceptance specifications have been met, legal title has transferred, the customer has a present obligation to pay for the product, and the risk and rewards of ownership have transferred to the customer. Additionally, all of the following bill and hold criteria have to be met in order for control to be transferred to the customer: the reason for the bill and hold arrangement is substantive, the customer has requested the product be warehoused, the product has been identified as separately belonging to the customer, the product is currently ready for physical transfer to the customer, and the Company does not have the ability to use the product or direct it to another customer. Warehouse services revenue is recognized over the time that warehouse services are rendered and as they are rendered. This is a faithful depiction of the satisfaction of the performance obligation because control of the aging products has already passed to the customer and there are no additional performance activities required by the Company, except as requested by the customer. The performance of the service activities, as requested, is invoiced as satisfied and revenue is concurrently recognized. Contract bottling is recognized over the time contract bottling services are rendered and as they are rendered. Sales in the Branded Spirits segment reflect reductions attributable to consideration given to customers in incentive programs, including discounts and allowances for certain volume targets. These allowances and discounts are not for distinct goods and are paid only when the depletion volume targets are achieved by the customer. The amounts reimbursed to customers are determined based on agreed-upon amounts and are recorded as a reduction of revenue. Excise Taxes. The Company is responsible for compliance with the Alcohol and Tobacco Tax and Trade Bureau of the U.S. Treasury Department (the “TTB”) regulations, which include making timely and accurate excise tax payments. The Company is subject to periodic compliance audits by the TTB. Individual U.S. states also impose excise taxes on alcohol beverages in varying amounts. The Company calculates its U.S. federal and state excise tax expense based upon units shipped and on its understanding of the applicable excise tax laws. Excise taxes that are both imposed on and concurrent with a specific revenue-producing transaction, and that are collected by the Company from a customer, are excluded from revenue and expense. 9 Income Taxes. The Company accounts for income taxes using an asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is recognized if it is more likely than not that at least some portion of the deferred tax asset will not be realized. Earnings Per Common Share (“EPS”). Basic and diluted EPS is computed using the two-class method, which is an earnings allocation formula that determines net income per share for each class of Common Stock and participating security according to dividends declared and participation rights in undistributed earnings. Basic EPS amounts are computed by dividing net income attributable to common shareholders by the weighted average shares outstanding during each period. Diluted EPS is computed using the if-converted method by dividing the net income attributable to common shareholders by the weighted average shares outstanding, inclusive of the impact of the Convertible Senior Notes, except for where the result would be anti-dilutive as of the balance sheet date. Translation of Foreign Currencies. Assets and liabilities of Niche Drinks Co., Ltd. (“Niche”), a wholly-owned subsidiary of the Company whose functional currency is the British pound sterling, are translated to U.S. dollars using the exchange rate in effect at the condensed consolidated balance sheet date. Results of operations are translated using average rates during the period. Adjustments resulting from the translation process are included as a component of accumulated other comprehensive income. Goodwill and Indefinite-Lived Intangible Assets. The Company records goodwill and indefinite-lived intangible assets in connection with various acquisitions of businesses and allocates the goodwill and indefinite-lived intangible assets to its respective reporting units. All goodwill and indefinite-lived intangible assets included in the Condensed Consolidated Balance Sheets are related to the Branded Spirits reporting unit. The Company evaluates goodwill for impairment at least annually, in the fourth quarter, or on an interim basis if events and circumstances occur that would indicate it is more likely than not that the fair value of a reporting unit is less than the carrying value. To the extent that the carrying value exceeds fair value, an impairment of goodwill is recognized. Judgment is required in the determination of reporting units, the assignment of assets and liabilities to reporting units, including goodwill, and the determination of fair value of the reporting units. The Company separately evaluates indefinite-lived intangible assets for impairment. As of March 31, 2025, Company determined that goodwill and indefinite-lived intangible assets were not impaired. The Company will continue to evaluate its goodwill and indefinite-lived intangible assets in future quarters. Any significant decline in the Company’s market capitalization or changes in discount rates, even if due to macroeconomic factors, could put pressure on the carrying value of its goodwill. In addition, if future revenues and contributions to the Company’s operating results for any of its indefinite-lived intangible assets or Branded Spirits reporting unit perform at levels below its current projections, the Company may be required to record additional impairment charges to certain intangible assets. A determination that a portion or all of the Company’s goodwill or indefinite-lived intangible assets are impaired could have a material adverse effect on its business, consolidated financial condition, and results of operations. Fair Value of Financial Instruments. The Company determines the fair values of its financial instruments based on a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy is broken down into three levels based upon the observability of inputs. Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value in its entirety requires judgment and considers factors specific to the asset or liability. The Company’s short-term financial instruments include cash and cash equivalents, accounts receivable, and accounts payable. The carrying value of the short-term financial instruments approximates the fair value due to their short-term nature. These financial instruments have no stated maturities or the financial instruments have short-term maturities that approximate market. 10 The fair value of the Company’s debt is estimated based on current market interest rates for debt with similar maturities and credit quality. Excluding the impact of the conversion feature of the Convertible Senior Notes, the fair value of the Company’s debt was $ 226,124 and $ 249,672 at March 31, 2025 and December 31, 2024, respectively. The financial statement carrying value of total debt (net of unamortized loan fees) was $ 297,114 and $ 323,541 at March 31, 2025 and December 31, 2024, respectively. These fair values are considered Level 2 under the fair value hierarchy. The fair value calculation of contingent consideration associated with the acquisition of Penelope Bourbon LLC (“Penelope”) uses unobservable inputs, such as estimated net sales over the term of the earn-out period, discount rates, and volatility rates. The contingent consideration is measured using the Monte Carlo simulation approach. The inputs used in the calculation of the contingent consideration liability are considered Level 3 under the fair value hierarchy due to the lack of relevant market activity. The contingent consideration liability is measured on a quarterly basis and recorded at fair value. The changes in fair value of the obligation resulted from changes in the key assumptions between measurement dates, such as actual net sales, projected net sales, discount rates, and volatility rates. During the quarters ended March 31, 2025 and 2024, there were $ 14,700 and $ 4,100 , respectively, in adjustments to the fair value measurement of the contingent consideration obligation, which were included in the change of fair value of contingent consideration on the Condensed Consolidated Statements of Income. The fair value of the Company’s contingent consideration liability was $ 100,000 and $ 85,300 at March 31, 2025 and December 31, 2024, respectively. The amount payable is based upon achievement of certain net sales targets between the Acquisition date and December 31, 2025. The possible payments range from zero to a maximum payout of $ 110,800 . Fair value disclosure for deferred compensation plan investments is included in Note 8, Employee and Non-Employee Benefit Plans. Equity Method Investments. The Company holds 50 percent interests in DGL Destiladores, S.de R.L. de C.V. (“DGL”) and Agricola LG, S.de R.L. de C.V. (“Agricola” and together with DGL, “LMX”), which are accounted for as equity method investments and are considered affiliates of the Company. The investment in LMX, which is recorded in investment in joint venture on the Condensed Consolidated Balance Sheets, was $ 7,281 and $ 7,024 at March 31, 2025 and December 31, 2024, respectively. During the quarter ended March 31, 2025, the Company recorded income of $ 257 from its equity method investments, which is recorded in other income (expense), net on the Condensed Consolidated Statements of Income. During the quarter ended March 31, 2024, the Company recorded a loss of $ 296 which is recorded in other income (expense), net on the Condensed Consolidated Statements of Income. During the quarters ended March 31, 2025 and 2024, the Company purchased $ 4,042 and $ 8,092 , respectively, of finished goods from LMX and bulk beverage alcohol from the other 50 percent owner of DGL. Recently Adopted Accounting Standard Updates. The Company did not adopt any new Accounting Standard Updates (“ASUs”) during the quarter ended March 31, 2025. Recently Issued Accounting Pronouncements. ASU 2023-09, Improvements to Income Tax Disclosures, requires improved disclosures related to the rate reconciliation and income taxes paid. This ASU requires companies to reconcile the income tax expense attributable to continuing operations to the statutory federal income tax rate applied to pre-tax income from continuing operations. Additionally, this ASU requires companies to disclose the total amount of income taxes paid during the period. This ASU is effective for annual periods beginning after December 15, 2024 with early adoption permitted. The guidance is required to be applied on a prospective basis with the option to apply retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact to the Company’s financial statements. ASU 2024-03, Disaggregation of Income Statement Expenses , requires disaggregated disclosures in the notes to the consolidated financial statements of certain categories of expenses that are included in expense line items on the Consolidated Statement of Income. This ASU is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance is required to be applied on a prospective basis with the option to apply retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently evaluating the impact to the Company’s consolidated financial statements. ASU 2024-04, Induced Conversions of Convertible Debt Instruments , clarifies the requirement for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishments. This ASU is effective for annual periods beginning after December 15, 2025. Early adoption is permitted and can be applied either on a prospective basis or retrospective basis. The Company is currently evaluating the impact of this ASU to the Company’s consolidated financial statements, however the Company does not anticipate this guidance having a material impact to the consolidated financial statements. 11 Note 2. Revenue The Company generates revenue from the Branded Spirits segment by the sale of products and by providing contract bottling services. The Company generates revenue from the Distilling Solutions segment by the sale of products and by providing warehouse services related to the storage and aging of customer products. The Company generates revenue from the Ingredient Solutions segment by the sale of products. Revenue related to sales of products is recognized at a point in time whereas revenue generated from warehouse services and contract bottling services is recognized over time. Contracts with customers include a single performance obligation (either the sale of products or the provision of warehouse services and contract bottling services). Disaggregation of Sales. The following table presents the Company’s sales disaggregated by segment and major products and services: Quarter Ended March 31, 2025 2024 Branded Spirits Premium plus $ 22,318 $ 20,906 Mid 13,027 14,761 Value 7,341 10,009 Other 5,541 4,470 Total Branded Spirits 48,227 50,146 Distilling Solutions Brown goods 33,656 66,331 Warehouse services 8,077 7,956 White goods and other co-products 5,210 10,565 Total Distilling Solutions 46,943 84,852 Ingredient Solutions Specialty wheat starches 15,853 22,271 Specialty wheat proteins 7,348 9,995 Commodity wheat starches 2,719 3,262 Commodity wheat proteins 563 37 Total Ingredient Solutions 26,483 35,565 Total sales $ 121,653 $ 170,563 Note 3. Goodwill and Intangible Assets Definite-Lived Intangible Assets. The Company acquired definite-lived intangible assets in connection with various acquisitions of businesses prior to 2025. The distributor relationships have a carrying value of $ 54,648 , net of accumulated amortization of $ 10,452 . The distributor relationships have a useful life of 20 years. The amortization expense for the quarters ended March 31, 2025 and 2024 was $ 813 . 12 As of March 31, 2025, the expected future amortization expense related to definite-lived intangible assets is as follows: Remainder of 2025 $ 2,442 2026 3,255 2027 3,255 2028 3,255 2029 3,255 Thereafter 39,186 Total $ 54,648 Goodwill and Indefinite-Lived Intangible Assets. The Company records goodwill and indefinite-lived intangible assets in connection with various acquisitions of businesses and allocates the goodwill and indefinite-lived intangible assets to its respective reporting units. The carrying amount of goodwill, which relates to the Branded Spirits segment, was $ 247,789 at both March 31, 2025 and December 31, 2024. The carrying amount of trade name indefinite-lived intangible assets, which relates to the Branded Spirits segment, was $ 212,990 at both March 31, 2025 and December 31, 2024. Note 4. Corporate Borrowings The following table presents the Company’s outstanding indebtedness: Description (a) March 31, 2025 December 31, 2024 Credit Agreement - Revolver, 5.42 % (variable rate) due 2026 $ 80,000 $ 105,000 Convertible Senior Notes, 1.88 % (fixed rate) due 2041 201,250 201,250 Note Purchase Agreement Series A Senior Secured Notes, 3.53 % (fixed rate) due 2027 8,000 8,800 Senior Secured Notes, 3.80 % (fixed rate) due 2029 13,600 14,400 Total indebtedness outstanding 302,850 329,450 Less unamortized loan fees (b) ( 5,736 ) ( 5,909 ) Total indebtedness outstanding, net 297,114 323,541 Less current maturities of long-term debt ( 6,400 ) ( 6,400 ) Long-term debt $ 290,714 $ 317,141 (a) Interest rates are as of March 31, 2025. (b) Loan fees are being amortized over the life of the debt agreements. Credit Agreement. On February 14, 2020, the Company entered into a credit agreement (the “Credit Agreement”) with multiple participants led by Wells Fargo Bank, National Association that matures on May 14, 2026. The Credit Agreement provided for a $ 300,000 revolving credit facility. On May 14, 2021, the Company amended the Credit Agreement to extend the terms and to increase the principal amount available to $ 400,000 and to permit the Company, subject to obtaining lender approval, to increase the amount of the revolving credit facility by up to an additional $ 100,000 provided certain conditions are satisfied and at the discretion of the lender. On August 31, 2022, the Credit Agreement was amended to change the interest rate benchmark from LIBOR to SOFR. The Credit Agreement includes certain requirements and covenants with which the Company was in compliance at March 31, 2025. As of March 31, 2025, the Company had $ 80,000 outstanding borrowings under the Credit Agreement, leaving $ 320,000 available. Convertible Senior Notes. On November 16, 2021, the Company issued $ 201,250 in aggregate principal amount of 1.88 % convertible senior notes due in 2041 (the “2041 Notes”). The 2041 Notes were issued pursuant to an indenture, dated as of November 16, 2021 (the “Indenture”), by and among the Company, as issuer, Luxco, Inc., MGPI Processing, Inc., and MGPI of Indiana, LLC, as subsidiary guarantors, and U.S. Bank National Association, as trustee. The 2041 Notes are senior, unsecured obligations of the Company and interest is payable semi-annually in arrears at a fixed interest rate of 1.88 % on May 15 and November 15 of each year. The 2041 Notes mature on November 15, 2041 unless earlier repurchased, redeemed, or converted, per the terms of the Indenture. Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2041 Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at its election, in respect to the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2041 Notes being converted. 13 Note Purchase Agreements. The Company’s Note Purchase and Private Shelf Agreement (the “Note Purchase Agreement”) with PGIM, Inc. (“Prudential”), an affiliate of Prudential Financial, Inc., and certain affiliates of Prudential, provides for the issuance of $ 20,000 of Series A Senior Secured Notes and the issuance of up to $ 105,000 of additional Senior Secured Notes (or any higher amount solely to the extent Prudential has provided written notice to the Company of its authorization of such a higher amount). Effective August 23, 2023, the Note Purchase Agreement was amended to increase the total amount of Senior Secured Notes that may be issued under the facility of the Note Purchase Agreement to $ 250,000 . Additionally, the period for issuing senior secured promissory notes under the Note Purchase Agreement was extended from August 23, 2023 to August 31, 2026. During 2017, the Company issued $ 20,000 of Series A Senior Secured Notes with a maturity date of August 23, 2027. During 2019, the Company issued $ 20,000 of additional Senior Secured Notes with a maturity date of April 30, 2029. The Note Purchase Agreement includes certain requirements and covenants with which the Company was in compliance at March 31, 2025 . As of March 31, 2025, the Company had $ 8,000 of Series A Senior Secured Notes and $ 13,600 of additional Senior Secured Notes outstanding under the Note Purchase Agreement, leaving $ 228,400 available under the Note Purchase Agreement. Note 5. Income Taxes The Company’s tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, the estimated annual effective tax rate is updated and a year to date adjustment is made to the provision. The Company’s quarterly effective tax rate can be subject to significant change due to the effect of discrete items arising in a given quarter. Income tax expense for the quarter ended March 31, 2025 was $ 671 for an effective tax rate of ( 28.1 ) percent. The effective tax rate for the quarter ended March 31, 2025 differed from the 21 percent U.S. federal statutory rate on pretax income primarily due to the discrete tax impact related to vesting of share based awards, state income tax, and income tax on foreign subsidiaries, partially offset by federal and state tax credits. The tax rate was negative due to the net loss position and the discrete tax impact of the vesting of share based awards granted in the prior years during periods of higher stock prices. Income tax expense for the quarter ended March 31, 2024 was $ 6,262 for an effective tax rate of 23.3 percent. The effective tax rate for the quarter ended March 31, 2024 differed from the 21 percent U.S. federal statutory rate on pretax income primarily due to state income taxes and income taxes on foreign subsidiaries, partially offset by U.S. state and federal tax credits and the deduction applicable to export activity. Note 6. Equity and EPS The following table presents computations of basic and diluted EPS: Quarter Ended March 31, 2025 2024 Operations: Net income (loss) (a) $ ( 3,057 ) $ 20,584 Net loss attributable to noncontrolling interest 33 51 Income (loss) attributable to participating securities (unvested shares and units) (b) 30 ( 239 ) Net income used in EPS calculation $ ( 2,994 ) $ 20,396 Share information: Basic weighted average common shares (c) 21,342,531 22,142,277 Diluted weighted average common shares (d) 21,342,531 22,142,277 Basic EPS $ ( 0.14 ) $ 0.92 Diluted EPS $ ( 0.14 ) $ 0.92 (a) Net income attributable to all stockholders. (b) Participating securities included 213,290 and 260,651 unvested restricted stock units (“RSUs”) at March 31, 2025 and 2024, respectively. (c) Under the two-class method, basic weighted average common shares exclude unvested participating securities. 14 (d) The impacts of the Convertible Senior Notes were included in the diluted weighted average common shares if the inclusion was dilutive. The Convertible Senior Notes would only have a dilutive impact if the average market price per share during the quarter and year to date period exceeds the conversion price of $ 96.24 per share. Share Repurchase. On February 29, 2024, the Company announced that its Board of Directors approved a $ 100,000 share repurchase program. Under the share repurchase program, the Company 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 quarter ended March 31, 2025, the Company repurchased no shares under the share repurchase program. During the quarter ended March 31, 2024, the Company repurchased approximately 59,084 shares of Company Stock for approximately $ 5,000 . As of March 31, 2025, there was approximately $ 53,412 remaining under the share repurchase program. Common Stock Share Activity. The following table presents the Company’s share activity: Shares Outstanding Capital Stock Preferred Common Stock Balance, December 31, 2024 437 21,194,707 Issuance of Common Stock — 107,267 Repurchase of Common Stock (b) — ( 31,631 ) Balance, March 31, 2025 437 21,270,343 Shares Outstanding Capital Stock Preferred Common Stock Balance, December 31, 2023 437 22,016,113 Issuance of Common Stock — 74,913 Repurchase of Common Stock (a) — ( 81,969 ) Balance, March 31, 2024 437 22,009,057 (a) 59,084 shares that were repurchased during the quarter ended March 31, 2024, pursuant to the Company’s share repurchase program. The remaining shares repurchased were related to the tax withholding on equity-based compensation. (b) The Common Stock repurchases were for tax withholding on equity-based compensation. Note 7. Commitments and Contingencies The Company and its subsidiaries are, from time to time, a party to legal and regulatory proceedings arising in the ordinary course of its business. The Company accrues estimated costs for a contingency when management believes that a loss is probable and can be reasonably estimated. On December 16, 2024, a putative securities class action, captioned Operating Engineers Construction Industry Miscellaneous Pension Fund v. MGP Ingredients, Inc. et al., was filed in the United States District Court for the Southern District of New York against the Company, two of its former Chief Executive Officers and its current Interim Chief Executive Officer and Chief Financial Officer (the “Operating Engineers Action”). The Operating Engineers Action was brought on behalf of a putative class who acquired publicly traded MGP common stock between May 4, 2023 and October 30, 2024. On February 13, 2025, a second putative securities class action, captioned Bronstein v. MGP Ingredients, Inc. et al., was filed in the United States District Court for the Southern District of New York against the same defendants (the “Bronstein Action”). The Bronstein Action was brought on behalf of a putative class who acquired publicly traded MGP securities between May 4, 2023 and October 30, 2024. Both actions assert securities fraud claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, in connection with statements made in the Company’s quarterly earnings releases and on earnings calls during the alleged class period. The Operating Engineers Action and Bronstein Action have been consolidated and transferred to the United States District Court for the District of Kansas, now captioned In re MGPI Ingredients, Inc. Securities Litigation. A Lead Plaintiff has been appointed in the securities action and the Court has ordered the Amended Complaint to be filed by May 15, 2025. The Company believes there are substantial defenses to the claims asserted and intends to defend the lawsuits vigorously. On January 23, 2025, a putative derivative lawsuit captioned Sebald v. Colo, et al., Case No. 2:25-cv-02034, was filed in the United States District Court for the District of Kansas against two of the Company’s former Chief Executive Officers, its current Interim Chief Executive Officer and Chief Financial Officer, and the members of its Board of Directors (the “Sebald 15 Action”). On March 17, 2025, a second putative derivative lawsuit captioned Reid v. Bratcher, et al., Case No. 2:25-cv-02127, was filed in the United States District Court for the District of Kansas against the same defendants (the “Reid Action”). The Company is a “Nominal Defendant” in the lawsuits, which reflects the fact that the lawsuits are maintained by the respective named plaintiffs on behalf of the Company and that the plaintiffs seek damages on the Company’s behalf. Both complaints allege, among other things, that the defendants breached their fiduciary duties and violated federal securities laws by causing the Company to make false and/or misleading statements and/or omissions in public filings during the class period alleged in the securities actions and also allege breaches of fiduciary duties by failing to maintain internal controls. The Sebald complaint also alleges breaches of fiduciary duties by seeking shareholder approval of an equity incentive plan, and causing the Company to repurchase its own stock at artificially inflated prices. The complaints bring additional claims for unjust enrichment, abuse of control, gross mismanagement, aiding and abetting breaches of fiduciary duties, and waste of corporate assets and seek indemnity and contribution from the named current and former officers. The Court has consolidated the Sebald Action and Reid Action for discovery purposes. The Company believes there are substantial defenses to the claims asserted and intends to defend the lawsuits vigorously. Note 8. Employee and Non-Employee Benefit Plans Share-Based Compensation Plans . The Company has one equity-based compensation plan, the 2024 Equity Incentive Plan (the “2024 Plan”), which authorized 1,319,320 shares for issuance, subject to the adjustment and add-back provision of the 2024 Plan. The 2024 Plan provides for the awarding of stock options, stock appreciation rights, shares of restricted stock, RSUs, performance stock units (“PSUs”), and other stock-based awards for executive officers and other employees, as well as non-employee directors and certain consultants and advisors. As of March 31, 2025, 1,174,393 shares remain available for issuance under the 2024 Plan, with PSUs counted at the target level established on the award’s grant date. Deferred Compensation Plan. The Company established an unfunded Executive Deferred Compensation Plan (the “EDC Plan”) effective June 30, 2018, with a purpose to attract and retain highly-compensated key employees by providing participants with an opportunity to defer receipt of a portion of their salary, bonus, and other specified compensation. The Company’s obligations under the EDC Plan change in conjunction with the performance of the participants’ investments, along with contributions to and withdrawals from the EDC Plan. Realized and unrealized gains (losses) on deferred compensation plan investments were included as a component of other income (expense), net on the Company’s Condensed Consolidated Statements of Income. For the quarter ended March 31, 2025 and 2024 the Company had a loss on deferred compensation plan investments of $ 44 and a gain on deferred compensation plan investments of $ 252 , respectively. EDC Plan investments are classified as Level 1 in the fair value hierarchy since the investments trade with sufficient frequency and volume to enable the Company to obtain pricing information on an ongoing basis. At March 31, 2025 and December 31, 2024, the EDC Plan investments were $ 2,058 and $ 3,653 , respectively, which were recorded in other assets on the Company’s Condensed Consolidated Balance Sheets. The EDC Plan current liabilities were $ 661 and $ 1,520 at March 31, 2025 and December 31, 2024, respectively, which were included in accrued expenses and other on the Company’s Condensed Consolidated Balance Sheets. The EDC Plan non-current liabilities were $ 1,398 and $ 2,132 at March 31, 2025 and December 31, 2024, respectively, and were included in other noncurrent liabilities on the Company’s Condensed Consolidated Balance Sheets. Note 9. Operating Segments At March 31, 2025, the Company had three segments: Branded Spirits, Distilling Solutions, and Ingredient Solutions. The Company’s reportable segments are based on the financial information the chief operating decision maker uses to allocate resources and evaluate performance of the business. The Branded Spirits segment consists of a portfolio of high quality branded spirits which are produced through distilleries and bottling facilities. The Distilling Solutions segment consists of food grade alcohol (primarily brown goods) and distillery co-products, such as distillers feed (commonly called dried distillers grain in the industry). The Distilling Solutions segment also includes warehouse services, such as barrel put away, barrel storage, and barrel retrieval services. The Ingredient Solutions segment consists of specialty starches and proteins as well as commodity starches and proteins. Intersegment sales and transfers are recorded at cost and are treated as a transfer of inventory. All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance. Operating profit for each segment is based on sales less identifiable operating expenses. Non-direct selling, general, and administrative expenses, interest expense, and other general miscellaneous expenses are excluded from segment operations and are classified as Corporate. Receivables, inventories, property, plant and equipment, leases, goodwill, and intangible assets have been identified with the segments to which they relate. All other assets are considered as Corporate. 16 The following tables present summarized financial information for each segment: Quarter Ended March 31, 2025 Branded Spirits Distilling Solutions Ingredient Solutions Corporate Total Sales $ 48,227 $ 46,943 $ 26,483 $ — $ 121,653 Cost of Goods Sold 26,029 28,263 24,031 — 78,323 Gross Profit 22,198 18,680 2,452 — 43,330 Advertising and promotion expense 7,654 146 320 52 8,172 SG&A expense 8,990 652 1,124 10,439 21,205 Change in fair value of contingent consideration 14,700 — — — 14,700 Operating income $ ( 9,146 ) $ 17,882 $ 1,008 $ ( 10,491 ) $ ( 747 ) Depreciation and amortization $ 2,140 $ 2,055 $ 1,271 $ 342 $ 5,808 Quarter Ended March 31, 2024 Branded Spirits Distilling Solutions Ingredient Solutions Corporate Total Sales $ 50,146 $ 84,852 $ 35,565 $ — $ 170,563 Cost of Goods Sold 27,614 50,769 29,385 — 107,768 Gross Profit 22,532 34,083 6,180 — 62,795 Advertising and promotion expense 7,754 319 472 138 8,683 SG&A expense 9,770 579 988 9,642 20,979 Impairment of long-lived assets and other — 116 — — 116 Change in fair value of contingent consideration 4,100 — — — 4,100 Operating income $ 908 $ 33,069 $ 4,720 $ ( 9,780 ) $ 28,917 Depreciation and amortization $ 1,823 $ 1,957 $ 1,169 $ 340 $ 5,289 The following table allocates assets to each segment as of: March 31, 2025 December 31, 2024 Identifiable Assets Branded Spirits $ 851,708 $ 862,458 Distilling Solutions 365,340 382,432 Ingredient Solutions 128,239 132,003 Corporate 32,915 28,892 Total $ 1,378,202 $ 1,405,785 17 Note 10. Subsequent Events Dividend. On May 1, 2025, the Company announced a quarterly dividend payable to stockholders of record of the Company’s common stock, resulting in dividend equivalents payable to RSU holders, of $ 0.12 per share and per RSU. The dividend and dividend equivalents are payable on May 30, 2025 to stockholders of record and certain RSU holders as of May 16, 2025. Credit Agreement. On April 24, 2025, the Company entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, swingline lender, and issuing lender, and the other lenders and parties thereto. The A&R Credit Agreement amends and restates the Company’s existing credit agreement, dated as of February 14, 2020. The A&R Credit Agreement increases the size of the revolving credit facility from $ 400,000 to $ 500,000 and extends the maturity date from May 14, 2026 to April 24, 2030. The A&R Credit Agreement also increased the amount of the revolving credit facility by up to an additional $ 200,000 , subject to certain conditions. Note Purchase Agreements. In connection with entering into the A&R Credit Agreement, the Company also entered into a Sixth Amendment to the Note Purchase Agreement and Private Shelf Agreement (the “Sixth Amendment”), among the Company, Prudential, and certain noteholders affiliated with Prudential. The Sixth Amendment amends the Note Purchase Agreement to extend the period for issuing up to $ 250,000 senior secured promissory notes from August 31, 2026 to April 24, 2028. 18