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MGP Ingredients Reports Fourth-Quarter and Full-Year 2025 Results

Full-year results above the top end of guidance; Provides 2026 financial outlook

MGP Ingredients, Inc. (Nasdaq: MGPI), a leading provider of branded and distilled spirits and food ingredient solutions, today reported results for the fourth quarter and full-year ended December 31, 2025.

“2025 was a year of deliberate repositioning for MGP,” said Julie Francis, president and CEO. “I am pleased with the team’s efforts as we did what we said we will do and made meaningful progress against each of the five initiatives we outlined at the start of the year, advanced our key priorities, and delivered full-year financial results above our prior expectations.”

She added, “From an industry standpoint, we believe that elevated inventory levels will continue to pressure our brown goods business in the near-term. However, we expect improved operational reliability in the Ingredient Solutions segment, continued premium plus momentum, and accelerated productivity and cost discipline to help partially offset these headwinds – all of which are reflected in our 2026 guidance.”

She concluded, “As we look ahead, we believe our enhanced strategic clarity, decisive actions, and disciplined execution will position the company to deliver sustained growth off of our 2026 guidance expectations. Many of these actions are well underway, and they are already changing how we operate, giving us confidence that MGP will emerge better aligned, more resilient, and well positioned for long-term value creation.”

2025 fourth quarter consolidated results compared to 2024 fourth quarter:

  • Consolidated sales decreased 23% to $138.3 million.
  • Consolidated gross profit decreased 35% to $48.3 million. Gross profit margin decreased by 630 basis points to 34.9%.
  • Net income decreased to a loss of $134.6 million due to a discrete, non-cash adjustment of $152.6 million to lower the carrying amount of goodwill and indefinite-lived intangible assets in the Branded Spirits segment. On an adjusted basis, net income decreased 60% to $13.7 million.
  • Basic earnings per common share ("EPS") decreased to $(6.22) per share from $(1.91) per share primarily due to a discrete, non-cash adjustment to goodwill and indefinite-lived intangible assets. Adjusted basic EPS decreased 60% to $0.63 per share.
  • Adjusted EBITDA decreased 51% to $26.1 million.

2025 full-year consolidated results compared to 2024 full year:

  • Consolidated sales decreased 24% to $536.4 million.
  • Consolidated gross profit decreased 30% to $199.4 million. Gross profit margin decreased by 350 basis points to 37.2%.
  • Net income decreased to a loss of $107.8 million primarily due to a discrete, non-cash adjustment to goodwill and indefinite-lived intangible assets. On an adjusted basis, net income decreased 51% to $61.5 million.
  • Basic EPS decreased to $(4.99) per share from $1.56 per share primarily due to a discrete, non-cash adjustment to goodwill and indefinite-lived intangible assets as well as decreased gross profit. Adjusted basic EPS decreased 49% to $2.85 per share from $5.64 per share in 2024.
  • Adjusted EBITDA decreased 41% to $116.0 million.
  • Capital expenditures of $31.9 million declined 56% from the year-ago level, and were largely in line with the company's expectations.
  • Cash flow from operations increased $19.3 million to record-high level of $121.5 million.
  • Net debt leverage ratio stands at approximately 2.0x as of December 31, 2025.

Consolidated results

Fourth quarter 2025 consolidated sales decreased by 23% compared to the prior-year period, primarily due to lower brown goods sales within the Distilling Solutions segment and the residual impact from the outage of a key piece of equipment on Ingredient Solutions segment sales. These drivers, coupled with higher waste starch stream disposal costs related to the Ingredient Solutions segment, also pressured gross profit, as fourth quarter consolidated gross profit declined by 35% to $48.3 million, while gross margin decreased 630 basis points to 34.9%. Selling, general and administrative ("SG&A") costs increased by 5% as productivity savings were more than offset by the reinstatement of incentive compensation. Advertising and promotion expenses decreased by 12%, as planned. Fourth quarter operating income decreased to a loss of $135.2 million, while adjusted operating income decreased 60% to $18.7 million and adjusted EBITDA decreased 51% to $26.1 million.

During the fourth quarter, the company recorded a $152.6 million non-cash adjustment to the carrying value of goodwill and indefinite-lived intangible assets in the Branded Spirits segment, primarily due to certain unfavorable macroeconomic factors such as a higher discount rate and lower peer valuation multiples compared to the fourth quarter of 2024. These charges resulted in a net loss of $134.6 million and basic EPS loss of $6.22 for the fourth quarter. On an adjusted basis, fourth quarter net income and basic EPS were $13.7 million and $0.63 per share, respectively.

The effective tax rate for the fourth quarter 2025 was 1.3%, compared with (31.5)% in the year-ago period. On an adjusted basis, the effective tax rate for fourth quarter 2025 was 21.7%, compared to 24.0% in the year-ago period.

For the full-year 2025, consolidated sales declined by 24% compared to full-year 2024 to $536.4 million, primarily due to the anticipated decline in Distilling Solutions segment sales. Full-year gross profit declined by 30% to $199.4 million, and gross margin decreased by 350 basis points to 37.2% driven primarily by lower brown goods volumes, the impact from the outage of a key piece of equipment, and higher waste starch disposal costs at the company's ingredients plant. Full-year SG&A expense increased 4% to $84.8 million and adjusted SG&A expense increased 7% to $80.7 million, as the company's productivity initiatives were largely offset by the reinstatement of incentive compensation. Full-year operating income decreased to a loss of $94.6 million, while adjusted operating income and adjusted EBITDA decreased 49% and 41% to $87.6 million and $116.0 million, respectively. Full-year net income and basic EPS declined to a loss of $107.8 million and $4.99, respectively, due to a discrete non-cash impairment to goodwill and indefinite-lived intangible assets and lower operating results. On an adjusted basis, net income and basic EPS declined 51% and 49% to $61.5 million and $2.85, respectively.

Despite lower net income, full-year 2025 cash flow from operations increased to $121.5 million due to a heightened focus on managing working capital, including barrel inventory. Separately, net whiskey put-away declined from $32.9 million in 2024 to $18.5 million in 2025, and capital expenditures declined by 56% to $31.9 million.

Branded Spirits

Fourth quarter 2025 Branded Spirits segment sales decreased 1% to $63.4 million compared to the prior-year period as the continued momentum in the premium plus portfolio was offset by weaker sales of mid and value priced brands. Led by Penelope Bourbon, premium plus brands posted their strongest quarterly growth of the year with 10% sales growth during the quarter. As expected, sales of mid and value priced brands, combined, decreased by double digits, consistent with the full-year trend, primarily due to lower volumes of certain tequila, liqueurs, and cordial brands. Branded Spirits gross profit decreased by 2% to $28.9 million while gross margin declined by 60 basis points to 45.6%.

For the full-year 2025, Branded Spirits sales decreased 3% to $232.9 million compared to the prior-year period. Premium plus sales increased by 5%, while sales of the mid and value priced portfolio, combined, declined by 13% as the company continued to optimize its offerings in these price tiers. Full-year gross profit decreased by 2% to $115.3 million, while gross margin improved by 40 basis points to 49.5%, benefiting from the ongoing premiumization of the Branded Spirits portfolio.

Distilling Solutions

Distilling Solutions segment sales for the fourth quarter 2025 decreased 47% from the prior-year period to $43.6 million and gross profit decreased by 54% to $16.9 million, or 38.8% of segment sales. In-line with the 2025 trend, lower demand for both aged and new distillate whiskey pressured segment results, driving a 53% decline in brown goods sales for the fourth quarter.

For the full-year 2025, Distilling Solutions segment sales decreased 45% compared to the prior-year period to $181.4 million and gross profit decreased by 52% to $68.6 million. Full-year brown goods sales declined by 52% as the company proactively renegotiated contracts and many large customers paused purchases, including to balance their whiskey inventories and manage their working capital. Sales of warehouse services and white goods and other co-products declined by 3% and 38%, respectively, for the full year.

Ingredient Solutions

Fourth quarter 2025 Ingredient Solutions segment sales decreased by 10% as compared to the prior-year period to $31.3 million, as the impact of the failure of a key piece of equipment persisted and remained an operational headwind into the fourth quarter. As a result, specialty fiber and specialty protein sales declined by 8% and 14%, respectively, along with lower commodity starch sales during the quarter. The issue was resolved and the equipment returned to service in November 2025. On the other hand, textured protein sales benefitted from the commercialization of a new large multinational customer and biofuel sales continue to increase. Fourth quarter gross margin declined by 70% to $2.4 million due to higher waste starch stream disposal costs, lower volumes, and operational inefficiencies tied to the failure of a key piece of equipment.

For the full-year 2025, Ingredient Solutions segment sales decreased 7% year over year to $122.0 million, while gross profit declined by 41% to $15.5 million due to a significant weather impact in the first quarter, and a number of transitory headwinds, including the impact of the failure of a key equipment in the second half of the year and high waste starch stream disposal costs.

2026 Financial Guidance

The consolidated financial guidance for 2026 includes:

  • Sales are projected to be in the range of $480 million to $500 million.
  • Adjusted EBITDA is expected to be in the range of $90 million to $98 million.
  • Adjusted basic EPS is expected to be in the $1.50 to $1.80 range, with weighted average basic shares outstanding of approximately 21.4 million, and an effective tax rate of approximately 27%.
  • Full year capital expenditures are expected to be approximately $20 million.

Conference Call and Webcast Information

MGP Ingredients will host a conference call today, February 25, 2026, 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 pressure on the brown goods business of MGP Ingredients, Inc. (the “Company” or “MGP”); operational reliability; premium plus momentum; productivity and cost discipline; ability to deliver growth, be better aligned, be more resilient, and be well positioned for value creation; and the Company’s 2026 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; unfavorable economic 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; inability to successfully implement our strategies; interest rate increases; reliance on key personnel; impairment charges; 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. 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, 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 selling, general, and administrative expenses (“SG&A”), adjusted operating income, adjusted income before income taxes, adjusted net income, adjusted MGP earnings, adjusted EBITDA, net debt, net debt leverage ratio, adjusted basic and diluted EPS, adjusted effective tax rate, 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 SG&A, operating income, income before income taxes, net income, net income used in earnings per common share calculation, debt, basic and diluted EPS, and effective tax rate 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 2026 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.

 

MGP INGREDIENTS, INC.

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Dollars in thousands, except share and per share amounts)

 

 

 

Quarter Ended December 31,

 

Year Ended December 31,

 

 

2025

 

2024

 

2025

 

2024

Sales

 

$

138,316

 

 

$

180,796

 

 

$

536,375

 

 

$

703,625

 

Cost of sales

 

 

90,057

 

 

 

106,321

 

 

 

336,966

 

 

 

417,308

 

Gross profit

 

 

48,259

 

 

 

74,475

 

 

 

199,409

 

 

 

286,317

 

 

 

 

 

 

 

 

 

 

Advertising and promotion expenses

 

 

9,307

 

 

 

10,513

 

 

 

31,083

 

 

 

40,508

 

Selling, general, and administrative expenses

 

 

21,532

 

 

 

20,449

 

 

 

84,819

 

 

 

81,391

 

Impairment of long-lived assets and other

 

 

 

 

 

 

 

 

 

 

 

137

 

Goodwill and indefinite-lived intangible asset impairment

 

 

152,622

 

 

 

73,755

 

 

 

152,622

 

 

 

73,755

 

Change in fair value of contingent consideration

 

 

 

 

 

200

 

 

 

25,500

 

 

 

16,100

 

Operating income (loss)

 

 

(135,202

)

 

 

(30,442

)

 

 

(94,615

)

 

 

74,426

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(1,554

)

 

 

(2,041

)

 

 

(7,044

)

 

 

(8,439

)

Other income, net

 

 

352

 

 

 

538

 

 

 

1,309

 

 

 

2,455

 

Income (loss) before income taxes

 

 

(136,404

)

 

 

(31,945

)

 

 

(100,350

)

 

 

68,442

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

 

(1,773

)

 

 

10,053

 

 

 

7,482

 

 

 

33,977

 

Net income (loss)

 

 

(134,631

)

 

 

(41,998

)

 

 

(107,832

)

 

 

34,465

 

 

 

 

 

 

 

 

 

 

Net loss (income) attributable to noncontrolling interest

 

 

(2

)

 

 

36

 

 

 

23

 

 

 

198

 

Net income (loss) attributable to MGP Ingredients, Inc.

 

 

(134,633

)

 

 

(41,962

)

 

 

(107,809

)

 

 

34,663

 

 

 

 

 

 

 

 

 

 

Income (loss) attributable to participating securities

 

 

1,638

 

 

 

466

 

 

 

1,295

 

 

 

(373

)

Net income (loss) used in earnings per share calculation

 

$

(132,995

)

 

$

(41,496

)

 

$

(106,514

)

 

$

34,290

 

 

 

 

 

 

 

 

 

 

Weighted average common shares

 

 

 

 

 

 

 

 

Basic

 

 

21,374,904

 

 

 

21,732,872

 

 

 

21,363,047

 

 

 

22,015,439

 

Diluted

 

 

21,374,904

 

 

 

21,732,872

 

 

 

21,363,047

 

 

 

22,015,439

 

 

 

 

 

 

 

 

 

 

Earnings per common share

 

 

 

 

 

 

 

 

Basic

 

$

(6.22

)

 

$

(1.91

)

 

$

(4.99

)

 

$

1.56

 

Diluted

 

$

(6.22

)

 

$

(1.91

)

 

$

(4.99

)

 

$

1.56

 

 

MGP INGREDIENTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

 

December 31,

 

2025

 

2024

ASSETS

 

 

 

Current Assets:

 

 

 

Cash and cash equivalents

$

18,460

 

 

$

25,273

 

Receivables, net

 

116,160

 

 

 

148,488

 

Inventory

 

382,741

 

 

 

364,944

 

Prepaid expenses

 

2,139

 

 

 

3,983

 

Refundable income taxes

 

3,209

 

 

 

3,448

 

Total current assets

 

522,709

 

 

 

546,136

 

 

 

 

 

Property, plant, and equipment

 

594,898

 

 

 

562,714

 

Less accumulated depreciation and amortization

 

(266,911

)

 

 

(246,042

)

Property, plant, and equipment, net

 

327,987

 

 

 

316,672

 

Operating lease right-of-use assets, net

 

13,847

 

 

 

15,540

 

Investment in joint venture

 

8,211

 

 

 

7,024

 

Intangible assets, net

 

244,696

 

 

 

268,451

 

Goodwill

 

115,667

 

 

 

247,789

 

Other assets

 

2,747

 

 

 

4,173

 

TOTAL ASSETS

$

1,235,864

 

 

$

1,405,785

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

Current Liabilities:

 

 

 

Current maturities of long-term debt

$

6,400

 

 

$

6,400

 

Accounts payable

 

54,589

 

 

 

66,336

 

Contingent consideration

 

110,800

 

 

 

 

Federal and state excise taxes payable

 

5,755

 

 

 

5,358

 

Accrued expenses and other

 

22,507

 

 

 

14,356

 

Total current liabilities

 

200,051

 

 

 

92,450

 

 

 

 

 

Long-term debt, less current maturities

 

49,735

 

 

 

121,277

 

Convertible senior notes

 

196,183

 

 

 

195,864

 

Long-term operating lease liabilities

 

10,561

 

 

 

11,940

 

Contingent consideration

 

 

 

 

85,300

 

Other noncurrent liabilities

 

2,534

 

 

 

2,981

 

Deferred income taxes

 

60,010

 

 

 

63,430

 

Total liabilities

 

519,074

 

 

 

573,242

 

Total equity

 

716,790

 

 

 

832,543

 

TOTAL LIABILITIES AND TOTAL EQUITY

$

1,235,864

 

 

$

1,405,785

 

 

MGP INGREDIENTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

 

 

 

Year Ended December 31,

 

 

2025

 

2024

Cash Flows from Operating Activities

 

 

 

 

Net income (loss)

 

$

(107,832

)

 

$

34,465

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

Depreciation and amortization

 

 

24,086

 

 

 

21,989

 

Impairment of long-lived assets and other

 

 

 

 

 

137

 

Goodwill and indefinite-lived intangible asset impairment

 

 

152,622

 

 

 

73,755

 

Share-based compensation

 

 

4,704

 

 

 

4,016

 

Equity method investment gain

 

 

(1,187

)

 

 

(1,827

)

Deferred income taxes, including change in valuation allowance

 

 

(3,420

)

 

 

359

 

Change in fair value of contingent consideration

 

 

25,500

 

 

 

16,100

 

Other, net

 

 

831

 

 

 

465

 

Changes in operating assets and liabilities:

 

 

 

 

Receivables, net

 

 

32,189

 

 

 

(4,375

)

Inventory

 

 

(18,145

)

 

 

(18,155

)

Prepaid expenses

 

 

1,831

 

 

 

(409

)

Income taxes payable (refundable)

 

 

239

 

 

 

(2,258

)

Accounts payable

 

 

1,619

 

 

 

(9,099

)

Accrued expenses and other

 

 

8,424

 

 

 

(15,111

)

Federal and state excise taxes payable

 

 

397

 

 

 

3,107

 

Other, net

 

 

(330

)

 

 

(881

)

Net cash provided by operating activities

 

 

121,528

 

 

 

102,278

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

Additions to property, plant, and equipment

 

 

(45,488

)

 

 

(71,181

)

Other, net

 

 

(37

)

 

 

(377

)

Net cash used in investing activities

 

 

(45,525

)

 

 

(71,558

)

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

Payment of dividends and dividend equivalents

 

 

(10,325

)

 

 

(10,630

)

Repurchase of Common Stock

 

 

(1,035

)

 

 

(48,773

)

Loan fees paid related to borrowings

 

 

(2,762

)

 

 

 

Proceeds from long-term debt

 

 

28,000

 

 

 

125,000

 

Principal payments on long-term debt

 

 

(97,400

)

 

 

(89,400

)

Net cash used in financing activities

 

 

(83,522

)

 

 

(23,803

)

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

706

 

 

 

(32

)

Increase (decrease) in cash and cash equivalents

 

 

(6,813

)

 

 

6,885

 

Cash and cash equivalents, beginning of period

 

 

25,273

 

 

 

18,388

 

Cash and cash equivalents, end of period

 

$

18,460

 

 

$

25,273

 

 

MGP INGREDIENTS, INC.

RECONCILIATION OF SELECTED GAAP MEASURES TO ADJUSTED NON-GAAP MEASURES

(UNAUDITED) (in thousands)

 

 

Quarter Ended December 31, 2025

 

SG&A

 

Operating Income (loss)

 

Income (loss) before Income Taxes

 

Net Income (loss) (b)

 

MGP Earnings(a)

 

Basic and Diluted EPS

Reported GAAP Results

$

21,532

 

 

$

(135,202

)

 

$

(136,404

)

 

$

(134,631

)

 

$

(132,995

)

 

$

(6.22

)

Goodwill and indefinite-lived intangible asset impairment(c)

 

 

 

 

152,622

 

 

 

152,622

 

 

 

147,374

 

 

 

145,562

 

 

 

6.81

 

Executive transition costs(d)

 

(953

)

 

 

953

 

 

 

953

 

 

 

709

 

 

 

700

 

 

 

0.03

 

Professional service fees(e)

 

(113

)

 

 

113

 

 

 

113

 

 

 

84

 

 

 

83

 

 

 

 

Restructuring and other costs(f)

 

(190

)

 

 

190

 

 

 

190

 

 

 

141

 

 

 

140

 

 

 

0.01

 

Adjusted Non-GAAP results

$

20,276

 

 

$

18,676

 

 

$

17,474

 

 

$

13,677

 

 

$

13,490

 

 

$

0.63

 

 

Quarter Ended December 31, 2024

 

SG&A

 

Operating Income (loss)

 

Income (loss) before Income Taxes

 

Net Income (loss)

 

MGP Earnings(a)

 

Basic and Diluted EPS

Reported GAAP Results

$

20,449

 

 

$

(30,442

)

 

$

(31,945

)

 

$

(41,998

)

 

$

(41,496

)

 

$

(1.91

)

Goodwill impairment(c)

 

 

 

 

73,755

 

 

 

73,755

 

 

 

73,755

 

 

 

72,943

 

 

 

3.36

 

Fair value of contingent consideration(g)

 

 

 

 

200

 

 

 

200

 

 

 

152

 

 

 

150

 

 

 

0.01

 

Business acquisition costs(h)

 

(15

)

 

 

15

 

 

 

15

 

 

 

11

 

 

 

11

 

 

 

 

Executive transition costs(d)

 

(2,857

)

 

 

2,857

 

 

 

2,857

 

 

 

2,171

 

 

 

2,145

 

 

 

0.10

 

Unusual items costs(i)

 

(408

)

 

 

408

 

 

 

408

 

 

 

310

 

 

 

306

 

 

 

0.01

 

Adjusted Non-GAAP results

$

17,169

 

 

$

46,793

 

 

$

45,290

 

 

$

34,401

 

 

$

34,059

 

 

$

1.57

 

 

Year Ended December 31, 2025

 

SG&A

 

Operating Income (loss)

 

Income (loss) before Income Taxes

 

Net Income (loss)(b)

 

MGP Earnings(a)

 

Basic and Diluted EPS

Reported GAAP Results

$

84,819

 

 

$

(94,615

)

 

$

(100,350

)

 

$

(107,832

)

 

$

(106,514

)

 

$

(4.99

)

Goodwill and indefinite-lived intangible asset impairment(c)

 

 

 

 

152,622

 

 

 

152,622

 

 

 

147,374

 

 

 

145,562

 

 

 

6.81

 

Fair value of contingent consideration(g)

 

 

 

 

25,500

 

 

 

25,500

 

 

 

18,972

 

 

 

18,739

 

 

 

0.88

 

Executive transition costs(d)

 

(2,778

)

 

 

2,778

 

 

 

2,778

 

 

 

2,067

 

 

 

2,041

 

 

 

0.10

 

Professional service fees(e)

 

(495

)

 

 

495

 

 

 

495

 

 

 

368

 

 

 

364

 

 

 

0.02

 

Restructuring and other costs(f)

 

(803

)

 

 

803

 

 

 

803

 

 

 

597

 

 

 

590

 

 

 

0.03

 

Adjusted Non-GAAP results

$

80,743

 

 

$

87,583

 

 

$

81,848

 

 

$

61,546

 

 

$

60,782

 

 

$

2.85

 

 

Year Ended December 31, 2024

 

SG&A

 

Operating Income

 

Income before Income Taxes

 

Net Income

 

MGP Earnings(a)

 

Basic and Diluted EPS

Reported GAAP Results

$

81,391

 

 

$

74,426

 

 

$

68,442

 

 

$

34,465

 

 

$

34,290

 

 

$

1.56

 

Goodwill impairment(c)

 

 

 

 

73,755

 

 

 

73,755

 

 

 

73,755

 

 

 

72,950

 

 

 

3.31

 

Impairment of long-lived assets and other(j)

 

 

 

 

137

 

 

 

137

 

 

 

104

 

 

 

103

 

 

 

0.01

 

Fair value of contingent consideration(g)

 

 

 

 

16,100

 

 

 

16,100

 

 

 

12,252

 

 

 

12,118

 

 

 

0.55

 

Business acquisition costs(h)

 

(116

)

 

 

116

 

 

 

116

 

 

 

88

 

 

 

87

 

 

 

 

Executive transition costs(d)

 

(4,075

)

 

 

4,075

 

 

 

4,075

 

 

 

3,101

 

 

 

3,067

 

 

 

0.14

 

Unusual items costs(i)

 

(2,081

)

 

 

2,081

 

 

 

2,081

 

 

 

1,584

 

 

 

1,566

 

 

 

0.07

 

Adjusted Non-GAAP results

$

75,119

 

 

$

170,690

 

 

$

164,706

 

 

$

125,349

 

 

$

124,181

 

 

$

5.64

 

 

 

 

 

 

 

MGP INGREDIENTS, INC.
DESCRIPTION OF NON-GAAP ITEMS

 

 

(a)

MGP Earnings has been defined as "Net income (loss) used in earnings per share calculation," which accounts for the impacts of the net loss (income) attributable to noncontrolling interest and income (loss) attributable to participating securities.

 

 

(b)

Excluding the impacts of the non-GAAP items, the effective tax rate was 21.7% and 24.8% for the quarter and year ended December 31, 2025, respectively.

 

 

(c)

Goodwill and indefinite-lived intangible asset impairment relates to the write down of goodwill and indefinite-lived intangible assets during the quarter and year ended December 31, 2025. Goodwill impairment relates to the write down of the goodwill during the quarter and year ended December 31, 2024. The goodwill impairment is nondeductible for income tax purposes. It is included in the Consolidated Statement of Income (Loss) as a component of operating income and relates to the Branded Spirits segment.

 

 

(d)

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

 

 

(e)

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

 

 

(f)

The restructuring and other costs are included in the Consolidated Statement of Income (Loss) 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 2025.

 

 

(g)

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 Consolidated Statement of Income (Loss) as a component of operating income and relates to the Branded Spirits segment.

 

 

(h)

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

 

 

(i)

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

 

 

(j)

The impairment of long-lived assets and other relates to the closure of the Company's distillery located in Atchison, Kansas. For the year ended December 31, 2024, the full expense amount relates to miscellaneous expenses. Impairment of long-lived assets and other are included in the Consolidated Statement of Income (Loss) as a component of operating income and relates to the Distilling Solutions segment.

 

MGP INGREDIENTS, INC.

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA AND NET DEBT LEVERAGE RATIO

(UNAUDITED) (in thousands)

 

 

Quarter Ended December 31,

 

Year Ended December 31,

 

2025

 

2024

 

2025

 

2024

Net Income (loss)

$

(134,631

)

 

$

(41,998

)

 

$

(107,832

)

 

$

34,465

 

Interest expense

 

1,554

 

 

 

2,041

 

 

 

7,044

 

 

 

8,439

 

Income tax expense (benefit)

 

(1,773

)

 

 

10,053

 

 

 

7,482

 

 

 

33,977

 

Depreciation and amortization

 

6,262

 

 

 

5,691

 

 

 

24,086

 

 

 

21,989

 

Share based compensation(a)

 

1,129

 

 

 

440

 

 

 

4,216

 

 

 

3,188

 

Equity method investment gain

 

(318

)

 

 

(381

)

 

 

(1,187

)

 

 

(1,827

)

Goodwill and indefinite-lived intangible asset impairment

 

152,622

 

 

 

73,755

 

 

 

152,622

 

 

 

73,755

 

Executive transition costs

 

953

 

 

 

2,857

 

 

 

2,778

 

 

 

4,075

 

Professional service fees

 

113

 

 

 

 

 

 

495

 

 

 

 

Restructuring and other costs

 

190

 

 

 

 

 

 

803

 

 

 

 

Fair value of contingent consideration

 

 

 

 

200

 

 

 

25,500

 

 

 

16,100

 

Business acquisition costs

 

 

 

 

15

 

 

 

 

 

 

116

 

Unusual items costs

 

 

 

 

408

 

 

 

 

 

 

2,081

 

Impairment of long-lived assets and other

 

 

 

 

 

 

 

 

 

 

137

 

Adjusted EBITDA

$

26,101

 

 

$

53,081

 

 

$

116,007

 

 

$

196,495

 

 

 

 

 

 

 

 

 

Total debt

 

 

 

 

$

252,318

 

 

$

323,541

 

Cash and cash equivalents

 

 

 

 

 

18,460

 

 

 

25,273

 

Net debt

 

 

 

 

$

233,858

 

 

$

298,268

 

 

 

 

 

 

 

 

 

Net debt leverage ratio(b)

 

 

 

 

 

2.0

 

 

 

1.5

 

(a)

This amount excludes share based compensation related to executive transition costs

 

(b)

Net leverage ratio defined as net debt divided by adjusted EBITDA

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

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

MGP INGREDIENTS, INC.

OPERATING SEGMENT RESULTS

(Dollars in thousands)

 

 

BRANDED SPIRITS

 

Quarter Ended December 31,

 

Quarter versus Quarter Sales Change Increase/(Decrease)

 

2025

 

2024

 

$ Change

 

% Change

Premium plus

$

31,194

 

 

$

28,292

 

 

$

2,902

 

 

10

%

 

Mid

 

16,131

 

 

 

16,844

 

 

 

(713

)

 

(4

)

 

Value

 

8,159

 

 

 

10,402

 

 

 

(2,243

)

 

(22

)

 

Other

 

7,962

 

 

 

8,467

 

 

 

(505

)

 

(6

)

 

Total Branded Spirits Sales

$

63,446

 

 

$

64,005

 

 

$

(559

)

 

(1

)%

 

 

 

 

 

 

 

 

 

 

Gross profit

$

28,918

 

 

$

29,585

 

 

$

(667

)

 

(2

)%

 

Gross margin %

 

45.6

%

 

 

46.2

%

 

 

 

(0.6

)

pp

 

 

 

 

 

 

 

 

 

Operating loss

$

(142,022

)

 

$

(63,814

)

 

$

(78,208

)

 

123

%

 

Depreciation and amortization

$

2,165

 

 

$

2,168

 

 

$

(3

)

 

%

 

 

DISTILLING SOLUTIONS

 

Quarter Ended December 31,

 

Quarter versus Quarter Sales Change Increase/(Decrease)

 

2025

 

2024

 

$ Change

 

% Change

Brown goods

$

31,225

 

 

$

66,989

 

 

$

(35,764

)

 

(53

)%

 

Warehouse services

 

8,258

 

 

 

8,818

 

 

 

(560

)

 

(6

)

 

White goods and other co-products

 

4,093

 

 

 

6,238

 

 

 

(2,145

)

 

(34

)

 

Total Distilling Solutions Sales

$

43,576

 

 

$

82,045

 

 

$

(38,469

)

 

(47

)%

 

 

 

 

 

 

 

 

 

 

Gross profit

$

16,910

 

 

$

36,727

 

 

$

(19,817

)

 

(54

)%

 

Gross margin %

 

38.8

%

 

 

44.8

%

 

 

 

(6.0

)

pp

 

 

 

 

 

 

 

 

 

Operating income

$

16,152

 

 

$

35,240

 

 

$

(19,088

)

 

(54

)%

 

Depreciation and amortization

$

2,056

 

 

$

1,993

 

 

$

63

 

 

3

%

 

 

INGREDIENT SOLUTIONS

 

Quarter Ended December 31,

 

Quarter versus Quarter Sales Change Increase/(Decrease)

 

2025

 

2024

 

$ Change

 

% Change

Specialty wheat starches

$

16,832

 

 

$

18,359

 

 

$

(1,527

)

 

(8

)%

 

Specialty wheat proteins

 

11,050

 

 

 

12,821

 

 

 

(1,771

)

 

(14

)

 

Commodity wheat starches

 

2,274

 

 

 

3,505

 

 

 

(1,231

)

 

(35

)

 

Commodity wheat proteins

 

726

 

 

 

61

 

 

 

665

 

 

1,090

%

 

Biofuel and other

 

412

 

 

 

 

 

 

412

 

 

n/a

 

 

Total Ingredient Solutions Sales

$

31,294

 

 

$

34,746

 

 

$

(3,452

)

 

(10

)%

 

 

 

 

 

 

 

 

 

 

Gross profit

$

2,431

 

 

$

8,163

 

 

$

(5,732

)

 

(70

)%

 

Gross margin %

 

7.8

%

 

 

23.5

%

 

 

 

(16

)

pp

 

 

 

 

 

 

 

 

 

Operating income

$

1,407

 

 

$

6,751

 

 

$

(5,344

)

 

(79

)%

 

Depreciation and amortization

$

1,686

 

 

$

1,194

 

 

$

492

 

 

41

%

 

 

MGP INGREDIENTS, INC.

OPERATING SEGMENT RESULTS

(Dollars in thousands)

 

 

BRANDED SPIRITS

 

Year Ended December 31,

 

Year versus Year Sales Change Increase/(Decrease)

 

2025

 

2024

 

$ Change

 

% Change

Premium Plus

$

116,730

 

 

$

110,991

 

 

$

5,739

 

 

5

%

 

Mid

 

59,486

 

 

 

63,454

 

 

 

(3,968

)

 

(6

)

 

Value

 

32,606

 

 

 

42,100

 

 

 

(9,494

)

 

(23

)

 

Other

 

24,119

 

 

 

24,271

 

 

 

(152

)

 

(1

)

 

Total Branded Spirits Sales

$

232,941

 

 

$

240,816

 

 

$

(7,875

)

 

(3

)%

 

 

 

 

 

 

 

 

 

 

Gross profit

$

115,320

 

 

$

118,196

 

 

$

(2,876

)

 

(2

)%

 

Gross margin %

 

49.5

%

 

 

49.1

%

 

 

 

0.4

 

pp

 

 

 

 

 

 

 

 

 

Operating loss

$

(127,680

)

 

$

(48,279

)

 

$

(79,401

)

 

164

%

 

Depreciation and amortization

$

8,607

 

 

$

8,035

 

 

$

572

 

 

7

%

 

 

DISTILLING SOLUTIONS

 

Year Ended December 31,

 

Year versus Year Sales Change Increase/(Decrease)

 

2025

 

2024

 

$ Change

 

% Change

Brown goods

$

128,450

 

 

$

265,873

 

 

$

(137,423

)

 

(52

)%

 

Warehouse services

 

32,388

 

 

 

33,430

 

 

 

(1,042

)

 

(3

)

 

White goods and other co-products

 

20,562

 

 

 

32,901

 

 

 

(12,339

)

 

(38

)

 

Total Distilling Solutions Sales

$

181,400

 

 

$

332,204

 

 

$

(150,804

)

 

(45

)%

 

 

 

 

 

 

 

 

 

 

Gross profit

$

68,602

 

 

$

141,927

 

 

$

(73,325

)

 

(52

)%

 

Gross margin %

 

37.8

%

 

 

42.7

%

 

 

 

(4.9

)

pp

 

 

 

 

 

 

 

 

 

Operating income

$

65,079

 

 

$

137,468

 

 

$

(72,389

)

 

(53

)%

 

Depreciation and amortization

$

8,177

 

 

$

7,893

 

 

$

284

 

 

4

%

 

 

INGREDIENT SOLUTIONS

 

Year Ended December 31,

 

Year versus Year Sales Change Increase/(Decrease)

 

2025

 

2024

 

$ Change

 

% Change

Specialty wheat starches

$

68,124

 

 

$

76,005

 

 

$

(7,881

)

 

(10

)%

 

Specialty wheat proteins

 

39,915

 

 

 

41,768

 

 

 

(1,853

)

 

(4

)

 

Commodity wheat starches

 

10,371

 

 

 

12,351

 

 

 

(1,980

)

 

(16

)

 

Commodity wheat proteins

 

3,109

 

 

 

481

 

 

 

2,628

 

 

546

 

 

Biofuel and other

 

515

 

 

 

 

 

 

515

 

 

n/a

 

 

Total Ingredient Solutions Sales

$

122,034

 

 

$

130,605

 

 

$

(8,571

)

 

(7

)%

 

 

 

 

 

 

 

 

 

 

Gross profit

$

15,487

 

 

$

26,194

 

 

$

(10,707

)

 

(41

)%

 

Gross margin %

 

12.7

%

 

 

20.1

%

 

 

 

(7.4

)

pp

 

 

 

 

 

 

 

 

 

Operating income

$

10,514

 

 

$

20,531

 

 

$

(10,017

)

 

(49

)%

 

Depreciation and amortization

$

5,899

 

 

$

4,711

 

 

$

1,188

 

 

25

%

 

 

MGP INGREDIENTS, INC.

DILUTIVE SHARES OUTSTANDING CALCULATION

(UNAUDITED)

 

 

Quarter Ended December 31,

 

Year Ended December 31,

 

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 (b)

 

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 (c)

$

24.37111

 

 

$

54.41547

 

 

$

29.08195

 

 

$

75.30083

 

Impact of conversion (d)

$

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

Cash paid for principal

 

(201,250,000

)

 

 

(201,250,000

)

 

 

(201,250,000

)

 

 

(201,250,000

)

Conversion premium

$

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

Average share price

$

24.37111

 

 

$

54.41547

 

 

$

29.08195

 

 

$

75.30083

 

Conversion premium in shares (a) (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 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 period exceeds 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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+5.55 (1.36%)
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