MGP Ingredients, Inc. (纳斯达克:MGPI) 是领先的高端品牌和蒸馏烈酒生产商,以及食品配料解决方案供应商。 自 1941 年以来,我们已将专业知识和能源结合起来,致力于追求卓越,与客户携手共同实现产品理念。
As one of the largest distillers in the U.S., MGP’s offerings include bourbon and rye whiskeys, gins, and vodkas, which are created at the intersection of science and imagination, for customers of all sizes, from crafts to multinational brands. With distilleries in Kentucky and Indiana, and bottling operations in Missouri, Ohio, and Northern Ireland, MGP has the infrastructure and expertise to create on any scale.
MGP’s branded spirits portfolio covers a wide spectrum of brands in every segment, including iconic brands from Luxco, which was founded in 1958 by the Lux Family. Luxco is a leading producer, supplier, importer, and bottler of beverage alcohol products. Our branded spirits mission is to meet the needs and exceed the expectations of consumers, associates, and business partners. Luxco’s award-winning spirits portfolio includes well-known brands from four distilleries: Bardstown, Kentucky-based Lux Row Distillers, home of Ezra Brooks, Rebel, Blood Oath, David Nicholson, and Daviess County; Lebanon, Kentucky-based Limestone Branch Distillery, maker of Yellowstone Kentucky Straight Bourbon Whiskey, Minor Case Straight Rye Whiskey, and Bowling & Burch Gin; Jalisco, Mexico-based Destiladora González Lux, producer of 100% agave tequilas, El Mayor, Exotico, and Dos Primos; and the historic Ross & Squibb Distillery in Lawrenceburg, Indiana, where Penelope Bourbon, Remus Straight Bourbon Whiskey, and Rossville Union Straight Rye Whiskey are produced. The innovative and high-quality brand portfolio also includes Everclear Grain Alcohol, Pearl Vodka, Green Hat Gin, Saint Brendan’s Irish Cream, The Quiet Man Irish Whiskey, and other well-recognized brands.
In addition, our Ingredient Solutions segment offers specialty proteins and starches that help customers harness the power of plants and provide a host of functional, nutritional, and sensory benefits for a wide range of food products.
The transformation of American grain into something more is in the soul of our people, products, and history. We’re devoted to unlocking the creative potential of this extraordinary resource. For more information, visit mgpingredients.com.
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 plans of MGP Ingredients, Inc. (the “Company” or “MGP”) to lower put away, scale down production, and optimize its cost structure; the Company’s sales, profitability, competitive positioning, and confidence in its business; whiskey category expansion; the Company’s ability to transition to becoming a branded spirits company, to grow, and to have a stronger 2025; and the Company’s 2024 outlook, including its expectations for sales, adjusted EBITDA, adjusted EPS, shares outstanding, tax rate, and capital expenditures. Forward looking statements are
3
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; 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; warehouse expansion issues; our reliance on a limited number of suppliers; our reliance on a limited number of suppliers; work disruptions or stoppages; climate change and measures to address climate change; our closure of our Atchison, Kansas distillery; 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; class action or other litigation; 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; limited rights of common stockholders and anti-takeover provisions in our governing documents; the impact of issuing shares of our common stock; and the effectiveness or execution of our strategic plan. 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, 2023 and its Quarterly Reports on Form 10-Q for the quarter ended March 31, June 30, and September 30, 2024, 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 measures excluding the impact of the Atchison distillery, adjusted operating income, adjusted income before income taxes, adjusted net income, adjusted net income margin, adjusted MGP earnings, adjusted EBITDA, adjusted EBITDA margin, 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
4
comparable U.S. GAAP financial measure. Full year 2024 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:
Greg Manis
greg.manis@mgpingredients.com
913-360-5440
5
MGP INGREDIENTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in thousands, except share and per share amounts)
Quarter Ended September 30,
Year to Date Ended September 30,
2024
2023
2024
2023
Sales
$
161,461
$
211,624
$
522,829
$
621,635
Cost of sales
95,646
138,176
310,987
402,068
Gross profit
65,815
73,448
211,842
219,567
Advertising and promotion expenses
9,647
9,505
29,995
25,877
Selling, general, and administrative expenses
17,204
21,570
60,942
65,615
Impairment of long-lived assets and other
—
18,334
137
18,334
Change in fair value of contingent consideration
6,400
4,200
15,900
4,200
Operating income
32,564
19,839
104,868
105,541
Interest expense, net
(2,174)
(2,353)
(6,398)
(4,630)
Other income (expense), net
1,026
(25)
1,917
5
Income before income taxes
31,416
17,461
100,387
100,916
Income tax expense
7,554
4,373
23,924
24,832
Net income
23,862
13,088
76,463
76,084
Net loss attributable to noncontrolling interest
43
123
162
324
Net income attributable to MGP Ingredients, Inc.
23,905
13,211
76,625
76,408
Income attributable to participating securities
(257)
(129)
(828)
(760)
Net income used in earnings per common share calculation
$
23,648
$
13,082
$
75,797
$
75,648
Weighted average common shares
Basic
22,069,885
22,066,159
22,110,315
22,056,270
Diluted
22,069,885
22,381,516
22,110,315
22,207,031
Earnings per common share
Basic
$
1.07
$
0.59
$
3.43
$
3.43
Diluted
$
1.07
$
0.58
$
3.43
$
3.41
6
MGP INGREDIENTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
September 30, 2024
December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents
$
20,772
$
18,388
Receivables, net
130,436
144,286
Inventory
372,153
346,853
Prepaid expenses
4,692
3,580
Refundable income taxes
3,955
1,190
Total current assets
532,008
514,297
Property, plant, and equipment
533,386
489,646
Less accumulated depreciation and amortization
(241,243)
(227,343)
Property, plant, and equipment, net
292,143
262,303
Operating lease right-of-use assets, net
14,910
13,975
Investment in joint ventures
6,643
5,197
Intangible assets, net
269,265
271,706
Goodwill
321,544
321,544
Other assets
4,106
3,326
TOTAL ASSETS
$
1,440,619
$
1,392,348
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt
$
6,400
$
6,400
Accounts payable
53,717
73,594
Federal and state excise taxes payable
2,482
2,251
Accrued expenses and other
19,739
31,861
Total current liabilities
82,338
114,106
Long-term debt, less current maturities
87,784
85,305
Convertible senior notes
195,784
195,544
Long-term operating lease liabilities
11,688
11,292
Contingent consideration
85,100
69,200
Other noncurrent liabilities
3,053
4,763
Deferred income taxes
61,987
63,071
Total liabilities
527,734
543,281
Total equity
912,885
849,067
TOTAL LIABILITIES AND TOTAL EQUITY
$
1,440,619
$
1,392,348
7
MGP INGREDIENTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
Year to Date Ended September 30,
2024
2023
Cash Flows from Operating Activities
Net income
$
76,463
$
76,084
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
16,298
16,272
Impairment of long-lived assets and other
137
18,334
Share-based compensation
2,748
5,651
Equity method investment loss (gain)
(1,446)
191
Deferred income taxes, including change in valuation allowance
(1,084)
(2,112)
Change in fair value of contingent consideration
15,900
4,200
Other, net
292
376
Changes in operating assets and liabilities, net of effects of acquisition:
Receivables, net
13,979
(14,980)
Inventory
(24,979)
(42,015)
Prepaid expenses
(1,091)
(1,517)
Income taxes payable (refundable)
(2,765)
2,134
Accounts payable
(10,627)
(10,069)
Accrued expenses and other
(9,935)
(2,471)
Federal and state excise taxes payable
231
(1,908)
Other, net
(609)
435
Net cash provided by operating activities
73,512
48,605
Cash Flows from Investing Activities
Additions to property, plant, and equipment
(52,850)
(42,062)
Purchase of business, net of cash acquired
—
(103,712)
Other, net
(276)
(916)
Net cash used in investing activities
(53,126)
(146,690)
Cash Flows from Financing Activities
Payment of dividends and dividend equivalents
(8,013)
(8,006)
Repurchase of Common Stock
(12,235)
(801)
Proceeds from long-term debt
70,000
105,000
Principal payments on long-term debt
(67,800)
(18,000)
Net cash provided by (used in) financing activities
(18,048)
78,193
Effect of exchange rate changes on cash and cash equivalents
46
33
Increase (decrease) in cash and cash equivalents
2,384
(19,859)
Cash and cash equivalents, beginning of period
18,388
47,889
Cash and cash equivalents, end of period
$
20,772
$
28,030
8
MGP INGREDIENTS, INC.
SALES BY OPERATING SEGMENT
(Dollars in thousands)
DISTILLING SOLUTIONS SALES
Quarter Ended September 30,
Quarter versus Quarter Sales Change Increase/(Decrease)
2024
2023
$ Change
% Change
Brown goods
$
57,110
$
73,409
$
(16,299)
(22)
%
Warehouse services
8,264
7,353
911
12
White goods and other co-products
6,545
31,091
(24,546)
(79)
Total Distilling Solutions
$
71,919
$
111,853
$
(39,934)
(36)
%
BRANDED SPIRITS SALES
Quarter Ended September 30,
Quarter versus Quarter Sales Change Increase/(Decrease)
2024
2023
$ Change
% Change
Premium plus
$
31,086
$
30,843
243
1
%
Mid
14,788
17,650
(2,862)
(16)
Value
10,034
11,049
(1,015)
(9)
Other
6,716
7,277
(561)
(8)
Total Branded Spirits
$
62,624
$
66,819
$
(4,195)
(6)
%
INGREDIENT SOLUTIONS SALES
Quarter Ended September 30,
Quarter versus Quarter Sales Change Increase / (Decrease)
2024
2023
$ Change
% Change
Specialty wheat starches
$
16,172
$
17,196
$
(1,024)
(6)
%
Specialty wheat proteins
7,752
11,440
(3,688)
(32)
Commodity wheat starches
2,611
4,226
(1,615)
(38)
Commodity wheat proteins
383
90
293
326
Total Ingredient Solutions
$
26,918
$
32,952
$
(6,034)
(18)
%
9
MGP INGREDIENTS, INC.
SALES BY OPERATING SEGMENT
(Dollars in thousands)
DISTILLING SOLUTIONS SALES
Year to Date Ended September 30,
Year to Date versus Year to Date Sales Change Increase/(Decrease)
2024
2023
$ Change
% Change
Brown goods
$
198,884
$
214,857
$
(15,973)
(7)
%
Warehouse services
24,612
20,958
3,654
17
White goods and other co-products
26,663
106,126
(79,463)
(75)
Total Distilling Solutions
$
250,159
$
341,941
$
(91,782)
(27)
%
BRANDED SPIRITS SALES
Year to Date Ended September 30,
Year to Date versus Year to Date Sales Change Increase/(Decrease)
2024
2023
$ Change
% Change
Premium plus
$
82,699
$
73,352
$
9,347
13
%
Mid
46,610
55,575
(8,965)
(16)
Value
31,698
36,048
(4,350)
(12)
Other
15,804
16,343
(539)
(3)
Total Branded Spirits
$
176,811
$
181,318
$
(4,507)
(2)
%
INGREDIENT SOLUTIONS SALES
Year to Date Ended September 30,
Year to Date versus Year to Date Sales Change Increase/(Decrease)
2024
2023
$ Change
% Change
Specialty wheat starches
$
57,646
$
48,977
$
8,669
18
%
Specialty wheat proteins
28,947
35,918
(6,971)
(19)
Commodity wheat starches
8,846
12,870
(4,024)
(31)
Commodity wheat proteins
420
611
(191)
(31)
Total Ingredient Solutions
$
95,859
$
98,376
$
(2,517)
(3)
%
10
MGP INGREDIENTS, INC.
OPERATING INCOME ROLLFORWARD
(Dollars in thousands)
Operating income, quarter versus quarter
Operating Income
Change
Operating income for the quarter ended September 30, 2023
$
19,839
Increase in gross profit - Branded Spirits segment
3,406
17
%
Decrease in gross profit - Ingredient Solutions segment
(6,403)
(32)
pp(a)
Decrease in gross profit - Distilling Solutions segment
(4,636)
(23)
pp
Increase in advertising and promotion expenses
(142)
(1)
pp
Decrease in SG&A expenses
4,366
22
pp
Impairment of long-lived assets and other
18,334
92
pp
Change in fair value of contingent consideration
(2,200)
(11)
pp
Operating income for the quarter ended September 30, 2024
$
32,564
64
%
Operating income, year to date versus year to date
Operating Income
Change
Operating income for the year to date ended September 30, 2023
$
105,541
Decrease in gross profit - Ingredient Solutions segment
(16,914)
(16)
%
Increase in gross profit - Branded Spirits segment
8,975
9
pp(a)
Increase in gross profit - Distilling Solutions segment
214
—
pp
Increase in advertising and promotion expenses
(4,118)
(4)
pp
Decrease in SG&A expenses
4,673
4
pp
Impairment of long-lived assets and other
18,197
17
pp
Change in fair value of contingent consideration
(11,700)
(11)
pp
Operating income for the year to date ended September 30, 2024
$
104,868
(1)
%
(a) Percentage points (“pp”).
11
MGP INGREDIENTS, INC.
EARNINGS PER COMMON SHARE (“EPS”) ROLLFORWARD
Change in EPS, quarter versus quarter
EPS
Change
Basic EPS for the quarter ended September 30, 2023
$
0.59
Change in operating income (b)
0.43
73
%
Change in interest expense, net (b)
0.01
2
pp(a)
Change in other income (expense), net(b)
0.04
7
pp
Change in effective tax rate
0.01
2
pp
Change in weighted average shares outstanding
(0.01)
(2)
pp
Basic and Diluted EPS for the quarter ended September 30, 2024
$
1.07
82
%
Change in EPS, year to date versus year to date
EPS
Change
Basic EPS for the year to date ended September 30, 2023
$
3.43
Change in operating income(b)
(0.02)
(1)
%
Change in interest expense, net (b)
(0.06)
(2)
pp(a)
Change in other income (expense), net(b)
0.07
3
pp
Change in effective tax rate
0.03
1
pp
Change in weighted average shares outstanding
(0.02)
(1)
pp
Basic and Diluted EPS for the year to date ended September 30, 2024
$
3.43
—
%
(a) Percentage points (“pp”).
(b) Items are net of tax based on the effective tax rate for the base year (2023).
12
MGP INGREDIENTS, INC.
RECONCILIATION OF SELECTED GAAP MEASURES TO ADJUSTED NON-GAAP MEASURES (UNAUDITED)
(in thousands, except per share amounts)
Quarter Ended September 30, 2024
Operating Income
Income before Income Taxes
Net Income(b)
MGP Earnings(a)
Basic and Diluted EPS
Reported GAAP Results
$
32,564
$
31,416
$
23,862
$
23,648
$
1.07
Adjusted to remove:
Fair value of contingent consideration(c)
6,400
6,400
4,864
4,864
0.22
Business acquisition costs (d)
15
15
11
11
—
Unusual items costs (e)
34
34
26
26
—
Adjusted Non-GAAP results
$
39,013
$
37,865
$
28,763
$
28,549
$
1.29
Quarter Ended September 30, 2023
Operating Income
Income before Income Taxes
Net Income
MGP Earnings(a)
Basic EPS
Diluted EPS
Reported GAAP Results
$
19,839
$
17,461
$
13,088
$
13,082
$
0.59
$
0.58
Adjusted to remove:
Impairment of long-lived assets and other (f)
18,334
18,334
13,750
13,750
0.62
0.61
Fair value of contingent consideration(c)
4,200
4,200
3,150
3,150
0.14
0.14
Business acquisition costs (d)
314
314
235
235
0.01
0.01
Adjusted Non-GAAP results
$
42,687
$
40,309
$
30,223
$
30,217
$
1.36
$
1.34
Year to Date Ended September 30, 2024
Operating Income
Income before Income Taxes
Net Income(b)
MGP Earnings(a)
Basic and Diluted EPS
Reported GAAP Results
$
104,868
$
100,387
$
76,463
$
75,797
$
3.43
Adjusted to remove:
Impairment of long-lived assets and other (f)
137
137
104
104
—
Fair value of contingent consideration(c)
15,900
15,900
12,116
12,116
0.55
Business acquisition costs (d)
101
101
77
77
—
Executive transition costs (g)
1,218
1,218
928
928
0.04
Unusual items costs (e)
1,673
1,673
1,275
1,275
0.06
Adjusted Non-GAAP results
$
123,897
$
119,416
$
90,963
$
90,297
$
4.08
Year to Date Ended September 30, 2023
Operating Income
Income before Income Taxes
Net Income
MGP Earnings(a)
Basic EPS
Diluted EPS
Reported GAAP Results
$
105,541
$
100,916
$
76,084
$
75,648
$
3.43
3.41
Adjusted to remove:
Impairment of long-lived assets and other (f)
18,334
18,334
13,824
13,824
0.63
0.62
Fair value of contingent consideration(c)
4,200
4,200
3,167
3,167
0.14
0.14
Business acquisition costs (d)
1,814
1,814
1,368
1,368
0.06
0.06
Adjusted Non-GAAP results
$
129,889
$
125,264
$
94,443
$
94,007
$
4.26
$
4.23
13
MGP INGREDIENTS, INC.
Description of Non-GAAP items
(a)MGP Earnings is defined as "Net income used in Earnings Per Common Share calculation."
(b)The tax rate used for non-GAAP items for the quarter and year to date ended September 30, 2024 was 24.0% and 23.8%, respectively.
(c)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.
(d)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.
(e)The unusual items costs are included in the Condensed Consolidated Statement of Income within the selling, general and administrative line item. The adjustment includes professional and legal costs associated with special projects.
(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)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 positions.
(h)Adjusted net income margin is defined as adjusted net income divided by net sales.
(i)Adjusted EBITDA margin is defined as adjusted EBITDA divided by net sales.
14
MGP INGREDIENTS, INC.
RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA (UNAUDITED)
(in thousands)
Quarter Ended September 30,
Year to Date Ended September 30,
2024
2023
2024
2023
Net Income
$
23,862
$
13,088
$
76,463
$
76,084
Interest expense
2,174
2,353
6,398
4,630
Income tax expense
7,554
4,373
23,924
24,832
Depreciation and amortization
5,680
5,782
16,298
16,272
Share based compensation
767
2,014
2,748
5,651
Equity method investment loss (gain)
(832)
(388)
(1,446)
191
Impairment of long-lived assets and other
—
18,334
137
18,334
Fair value of contingent consideration
6,400
4,200
15,900
4,200
Business acquisition costs
15
314
101
1,814
Executive transition costs
—
—
1,218
—
Unusual items costs
34
—
1,673
—
Adjusted EBITDA
$
45,654
$
50,070
$
143,414
$
152,008
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 loss (gain), impairment of long-lived assets and other, fair value of contingent consideration, business acquisition costs, executive transition 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.
15
MGP INGREDIENTS, INC.
NET DEBT LEVERAGE RATIO (UNAUDITED)
(in thousands)
Quarter Ended December 31, 2023
Quarter Ended March 31, 2024
Quarter Ended June 30, 2024
Quarter Ended September 30, 2024
TTM(a)
September 30, 2024
Net income
$
31,046
$
20,584
$
32,017
$
23,862
$
107,509
Interest expense
2,017
2,019
2,205
2,174
8,415
Income tax expense
9,784
6,262
10,108
7,554
33,708
Depreciation and amortization
5,841
5,289
5,329
5,680
22,139
Share based compensation
1,850
1,116
865
767
4,598
Equity method investment loss (gain)
146
296
(910)
(832)
(1,300)
Impairment of long-lived assets and other
1,057
116
21
—
1,194
Fair value of contingent consideration
2,900
4,100
5,400
6,400
18,800
Business acquisition costs
246
71
15
15
347
Executive transition costs
3,134
375
843
—
4,352
Unusual items costs
—
—
1,639
34
1,673
Adjusted EBITDA
$
58,021
$
40,228
$
57,532
$
45,654
$
201,435
Total debt
$
289,968
Cash and cash equivalents
20,772
Net debt
$
269,196
Net debt leverage ratio(b)
1.3
(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.
(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 were included in the diluted weighted average common shares outstanding if the impact 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 periods 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.
17
MGP INGREDIENTS, INC.
Impact of the Closure of the Atchison Distillery
Segment Operating Results and Pro-Forma Results
Quarter Ended September 30, 2024
(UNAUDITED) (Dollars in thousands)
Distilling Solutions
Quarter Ended September 30, 2024
Increase/(Decrease)
As Reported (a)
Pro-Forma(b)
$ Change
% Change
Brown goods
$
57,110
$
57,110
$
—
—
%
Warehouse services
8,264
8,264
—
—
White goods and other co-products
6,545
6,545
—
—
Total Sales
$
71,919
$
71,919
$
—
—
%
Gross profit
$
28,644
$
28,644
$
—
—
%
Gross margin %
39.8
%
39.8
%
—
pp(c)
Ingredient Solutions
Quarter Ended September 30, 2024
Increase/(Decrease)
As Reported (a)
Pro-Forma(b)
$ Change
% Change
Specialty wheat starches
$
16,172
$
16,172
$
—
—
%
Specialty wheat proteins
7,752
7,752
—
—
Commodity wheat starches
2,611
2,611
—
—
Commodity wheat proteins
383
383
—
—
Total Sales
$
26,918
$
26,918
$
—
—
%
Gross profit
$
4,725
$
4,725
$
—
(d)
—
%
Gross margin %
17.6
%
17.6
%
—
pp(c)
Consolidated
Quarter Ended September 30, 2024
Increase/(Decrease)
As Reported (a)
Pro-Forma(b)
$ Change
% Change
Sales
$
161,461
$
161,461
$
—
—
%
Gross profit
$
65,815
$
65,815
$
—
—
%
Gross margin %
40.8
%
40.8
%
—
pp(c)
(a)Represents actual results of the Company for the quarter ended September 30, 2024, as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.
(b)Represents the Company's results for the quarter ended September 30, 2024 excluding results associated with the Company's Atchison, Kansas distillery. These are pro-forma unaudited financial results. In some circumstances, white goods, industrial alcohol, fuel grade alcohol, and at times certain co-products are produced at the Company's Lawrenceburg, Indiana distillery. The results of the Branded Spirits segment for the quarter ended September 30, 2024 were not impacted by a closure of the Atchison, Kansas distillery.
(c)Percentage points (“pp”).
(d)There was no reduction in gross profit for the Ingredient Solutions segment as the Company is no longer receiving an intercompany credit for the waste starch slurry by-product since the closure of the distillery in Atchison Kansas during December 2023.
18
MGP INGREDIENTS, INC.
Impact of the Closure of the Atchison Distillery
Segment Operating Results and Pro-Forma Results
Quarter Ended September 30, 2023
(UNAUDITED) (Dollars in thousands)
Distilling Solutions
Quarter Ended September 30, 2023
Increase/(Decrease)
As Reported (a)
Pro-Forma(b)
$ Change
% Change
Brown goods
$
73,409
$
73,409
$
—
—
%
Warehouse services
7,353
7,353
—
—
White goods and other co-products
31,091
6,430
(24,661)
(79)
Total Sales
$
111,853
$
87,192
$
(24,661)
(22)
%
Gross profit
$
33,280
$
37,310
$
4,030
12
%
Gross margin %
29.8
%
42.8
%
13.0
pp(c)
Ingredient Solutions
Quarter Ended September 30, 2023
Increase/(Decrease)
As Reported (a)
Pro-Forma(b)
$ Change
% Change
Specialty wheat starches
$
17,196
$
17,196
$
—
—
%
Specialty wheat proteins
11,440
11,440
—
—
Commodity wheat starches
4,226
4,226
—
—
Commodity wheat proteins
90
90
—
—
Total Sales
$
32,952
$
32,952
$
—
—
%
Gross profit
$
11,128
$
9,408
$
(1,720)
(d)
(15)
%
Gross margin %
33.8
%
28.6
%
(5.2)
pp(c)
Consolidated
Quarter Ended September 30, 2023
Increase/(Decrease)
As Reported (a)
Pro-Forma(b)
$ Change
% Change
Sales
$
211,624
$
186,963
$
(24,661)
(12)
%
Gross profit
$
73,448
$
75,758
$
2,310
3
%
Gross margin %
34.7
%
40.5
%
5.8
pp(c)
(a)Represents actual results of the Company for the quarter ended September 30, 2023, as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
(b)Represents the Company's results for the quarter ended September 30, 2023 excluding results associated with the Company's Atchison, Kansas distillery. These are pro-forma unaudited financial results. In some circumstances, white goods, industrial alcohol, fuel grade alcohol, and at times certain co-products are produced at the Company's Lawrenceburg, Indiana distillery. The pro-forma financial results assume the loss of the waste starch slurry credit and no gain or loss on the disposal. The results of the Branded Spirits segment for the quarter ended September 30, 2023 were not impacted by a closure of the Atchison, Kansas distillery.
(c)Percentage points (“pp”).
(d)The reduction in gross profit for the Ingredient Solutions segment is the result of increased cost of goods sold from no longer receiving an intercompany credit for the waste starch slurry by-product purchased by the adjoined Atchison, Kansas distillery. The value of the intercompany credit is derived from the value of corn which has fluctuated over time.