STOCK TITAN

MGP Ingredients (Nasdaq: MGPI) Q2 2026 sales fall 15% as guidance reaffirmed

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

MGP Ingredients, Inc. reported second quarter 2026 results with consolidated sales of $124.4 million and net income of $12.0 million, or $0.55 per basic share. Sales and gross profit fell 15% and 20% year over year, mainly from a 59% decline in brown goods sales within Distilling Solutions.

Adjusted net income was $15.8 million, adjusted basic EPS $0.72, and adjusted EBITDA $27.6 million, down 23% versus 2025 but ahead of management expectations. Branded Spirits held roughly flat sales with higher premium-plus growth and slightly improved gross margin, while Ingredient Solutions grew sales 2% but saw gross margin drop to 10.1% from 21.7% on higher waste starch costs.

The company reaffirmed its 2026 outlook for sales of $480–$500 million, adjusted EBITDA of $90–$98 million, and adjusted basic EPS of $1.50–$1.80, and expects about $20 million of capital expenditures and a ~23% effective tax rate. The board declared a quarterly dividend of $0.12 per share, payable August 28, 2026, and net debt leverage stood at 3.5x as of June 30, 2026.

Positive

  • Reaffirmed full-year 2026 guidance with sales $480–$500 million, adjusted EBITDA $90–$98 million, and adjusted basic EPS $1.50–$1.80.
  • Maintained Q2 2026 profitability with $12.0 million net income, adjusted EBITDA of $27.6 million, and continued growth in premium plus branded spirits and Ingredient Solutions sales.

Negative

  • Second quarter consolidated sales declined 15% and adjusted EBITDA fell 23% year over year, driven largely by a 59% drop in brown goods sales in Distilling Solutions.
  • Year-to-date 2026 results show a net loss of $122,798 thousand and basic EPS of $(5.74), impacted by significant impairment and related charges recorded earlier in the year.

Filing Explained

By June 30, 2026, MGP had a six-month GAAP loss and negative operating cash flow; its convertible notes added no Q2 diluted shares.

Form 8-K reports specified material events, with item numbers identifying the event category. The company reports second-quarter 2026 results under Item 2.02 through Exhibit 99.1; the results are furnished rather than filed for Section 18 liability purposes. At June 30, the disclosed first-half condition included a GAAP net loss of $122,798 thousand, operating cash used of $40,732 thousand, and total debt of $369,596 thousand.

For the six months, the GAAP loss contrasts with adjusted net income of $19,076 thousand. The reconciliation adds back $180,277 thousand for goodwill and other long-lived-asset impairment, so the adjusted measure does not remove the reported GAAP loss from the company’s financial statements.

Cash and cash equivalents were $17,794 thousand at June 30, versus $18,460 thousand at December 31, 2025. Financing activity included $145,000 thousand of proceeds from long-term debt and $28,200 thousand of principal payments, while year-to-date capital additions were $10,219 thousand.

These figures leave the filing’s most concrete structural change in reported liquidity and debt position, rather than in common-share count. The $201.250 million convertible senior notes produced no diluted shares for the quarter because the average share price was $18.19532, below the $96.23620 conversion price. The stated dilution condition to monitor is whether the average market price exceeds that conversion price in a future reporting period.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 consolidated sales $124.4 million US$M key metric for quarter ended June 30, 2026
Q2 2026 net income $12.0 million US$M key metric for quarter ended June 30, 2026
Q2 2026 adjusted EBITDA $27.6 million US$M key metric; decreased 23% versus Q2 2025
Q2 2026 adjusted basic EPS $0.72 Adjusted non-GAAP basic earnings per share for the quarter
Net debt leverage ratio 3.5x As of June 30, 2026, versus 1.8x a year earlier
2026 sales guidance range $480–$500 million Reaffirmed full-year 2026 consolidated sales outlook
Dividend per share $0.12 Quarterly dividend payable August 28, 2026
YTD net cash from operating activities $(40,732) thousand Net cash used in operating activities year to date ended June 30, 2026
Adjusted EBITDA financial
"Adjusted EBITDA | $ | 27.6 | | $ | 35.9 |"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
net debt leverage ratio financial
"Net debt leverage ratio, as of 6.30.26 | 3.5x | 1.8x"
Net debt leverage ratio measures how many years of a company’s core earnings would be needed to pay off its debt after accounting for cash on hand, calculated by dividing net debt (total debt minus cash) by annual operating earnings. Investors use it like a household debt-to-income check: a lower number means the company is in a stronger position to handle obligations and take risks, while a higher number signals greater financial strain and vulnerability to shocks.
contingent consideration financial
"Change in fair value of contingent consideration | — | 8,000"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
goodwill and other long-lived assets impairment financial
"Goodwill and other long-lived assets impairment | 179,526 | —"
Convertible Senior Notes financial
"The impacts of the Convertible Senior Notes are included in the diluted"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
Sales $124.4 million decreased 15% versus Q2 2025
Net income $12.0 million decreased versus $14.4 million in Q2 2025
Adjusted EBITDA $27.6 million decreased 23% versus $35.9 million in Q2 2025
Basic EPS $0.55 decreased versus $0.67 in Q2 2025
Adjusted basic EPS $0.72 decreased versus $0.97 in Q2 2025
Guidance

Full-year 2026 guidance reaffirmed: sales $480–$500 million, adjusted EBITDA $90–$98 million, adjusted basic EPS $1.50–$1.80, capital expenditures approximately $20 million, effective tax rate about 23%.

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FAQ

What were MGP Ingredients (MGPI) Q2 2026 sales and earnings?

MGP Ingredients reported Q2 2026 sales of $124.4 million and net income of $12.0 million, or $0.55 basic EPS. Adjusted net income was $15.8 million, adjusted basic EPS $0.72, and adjusted EBITDA $27.6 million.

How did MGPI’s Q2 2026 results compare with the prior year?

Compared with Q2 2025, consolidated sales decreased 15% and gross profit decreased 20%. Adjusted EBITDA declined 23% to $27.6 million, while basic EPS fell from $0.67 to $0.55 and adjusted basic EPS from $0.97 to $0.72.

What 2026 guidance did MGP Ingredients (MGPI) reaffirm?

The company reaffirmed 2026 guidance for sales of $480–$500 million, adjusted EBITDA of $90–$98 million, and adjusted basic EPS of $1.50–$1.80. It also expects about $20 million in capital expenditures and an effective tax rate of roughly 23%.

How did MGPI’s business segments perform in Q2 2026?

Branded Spirits sales were $59.6 million, down 1% with premium plus up 5%. Distilling Solutions sales fell 42% to $29.2 million, mainly from weaker brown goods. Ingredient Solutions sales rose 2% to $35.5 million, but gross margin dropped to 10.1% from 21.7%.

What was MGP Ingredients (MGPI) leverage and cash flow position at June 30, 2026?

As of June 30, 2026, the net debt leverage ratio was 3.5x, based on net debt of $351,802 thousand and trailing twelve-month adjusted EBITDA of $100,976 thousand. Year-to-date net cash used in operating activities totaled $(40,732) thousand.

Did MGP Ingredients (MGPI) declare a dividend with its Q2 2026 results?

Yes. The board declared a quarterly dividend of $0.12 per share of common stock. The dividend is payable on August 28, 2026, to stockholders of record as of August 14, 2026, continuing the company’s cash return to shareholders.

What drove MGPI’s year-to-date 2026 net loss?

For the year to date ended June 30, 2026, MGP reported a net loss of $122,798 thousand, or $(5.74) basic EPS. Results include substantial impairment and other charges recorded in the first quarter related to goodwill, intangible assets, and idled Kentucky facilities.
FALSE000083501100008350112026-07-292026-07-29

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

FORM 8-K

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

Date of Report (Date of earliest event reported): July 29, 2026

MGP Ingredients, Inc.
(Exact name of registrant as specified in its charter)
Kansas0-1719645-4082531
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
Cray Business Plaza
100 Commercial Street
Box 130
Atchison, Kansas 66002
(Address of principal executive offices) (Zip Code)

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

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

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

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




Item 2.02. Results of Operations and Financial Condition.

On July 29, 2026, MGP Ingredients, Inc. (the "Company") issued a press release relating to financial results for the second quarter 2026, which ended June 30, 2026. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.

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


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit NumberDescription
99.1
Press release dated July 29, 2026
104The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline Extensible Business Reporting Language)




SIGNATURES

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


                        MGP INGREDIENTS, INC.
Date: July 29, 2026
By:/s/ Brandon M. Gall
Brandon M. Gall, Chief Financial Officer








picture1a.jpg
MGP Ingredients Reports Second Quarter 2026 Results
Company reaffirms full-year 2026 guidance and declares $0.12 quarterly dividend

ATCHISON, Kan., July 29, 2026 - MGP Ingredients, Inc. (Nasdaq: MGPI), a leading provider of branded and distilled spirits and food ingredient solutions, today reported results for the second quarter ended June 30, 2026. During the quarter, MGP executed against its strategic roadmap, and the company continued to strengthen and revamp its sales, marketing and supply chain functions, while adding specific capabilities to address new and existing growth opportunities. The company also continued to drive progress across the business, by eliminating waste, driving efficiencies and maximizing effectiveness through the implementation of its ownership cost management initiative.

Key Second Quarter Metrics
US$M, ex. per share
2026
2025
Consolidated sales
$124.4$145.5
Gross profit
$46.5$58.4
Gross margin
37.4%40.1%
Net income
$12.0$14.4
Adjusted net income
$15.8$20.9
EPS, basic
$0.55$0.67
Adjusted EPS, basic
$0.72$0.97
Adjusted EBITDA
$27.6$35.9
Capital expenditures, YTD
$6.4$18.7
Net debt leverage ratio, as of 6.30.26
3.5x1.8x

“I’m pleased with our second quarter results, as adjusted EBITDA and adjusted basic EPS came in ahead of our expectations. These results reflect continued momentum in our premium plus portfolio, led by Penelope Bourbon and Yellowstone, and an improvement in select mid- and value-priced brands. We also delivered sales growth in Ingredient Solutions, which reflects both continued strong customer demand and improvements in operational reliability,” said Julie Francis, president and CEO. “Our second quarter results are a reflection of our efforts to drive long-term growth across all three of our businesses and to deliver value creation, even as we continue to navigate a challenging industry backdrop. As we move through the second half of 2026, we will maintain our strategic roadmap and drive our key growth initiatives, while prioritizing our best opportunities for growth, taking decisive actions and executing with discipline.”

Consolidated Results
Second quarter 2026 versus prior year
Sales and gross profit decreased by 15% and 20%, respectively, primarily due to expected declines in brown goods sales in Distilling Solutions, which were partially offset by higher Ingredient Solutions sales.
While Branded Spirits and Distilling Solutions delivered gross margin improvement, consolidated gross margin declined ~270 basis points, as higher waste starch stream costs in Ingredient Solutions pressured profitability.
Operating income decreased to $17.7 million, as growth in Branded Spirits was offset by expected
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reductions in Distilling Solutions and Ingredient Solutions and was impacted by an increase in provision for credit loss related to a customer bankruptcy. On an adjusted basis, operating income decreased by 30% to $20.1 million.
Adjusted EBITDA decreased 23% to $27.6 million.
Advertising and promotion expenses decreased 18% to $5.7 million, primarily due to the timing of spend throughout the year, which has been aligned with the company’s strategic roadmap and focused on the most attractive growth opportunities.
Selling, general and administrative expense declined 13%, while adjusted SG&A decreased 19% and represented 15% of consolidated sales, as cost savings efforts continued to expand.
Net income was $12.0 million and basic EPS was $0.55 for the second quarter. On an adjusted basis, second quarter net income and basic EPS were $15.8 million and $0.72 per share, respectively.

Branded Spirits
Second quarter 2026 versus prior year
Sales of $59.6 million decreased 1% versus $60.5 million.
Gross profit of $31.6 million decreased 1% versus $32.0 million.
Gross margin of 53.0% increased by 20 basis points versus 52.8%.

Key developments versus prior year
Excluding the other products category, which consists primarily of private label bottled products, sales increased 3% and reflected the highest growth rate in the past two years.
Premium plus sales increased by 5%, with key brands showing improvement, as the company’s targeted focus on growth opportunities continued to gain traction.
Within premium plus, Penelope Bourbon maintained its strong growth trajectory and was up 13%. Yellowstone also saw significant growth, driven by an innovative, limited edition offering.
Combined sales of the mid- and value-priced portfolios improved slightly, with mid-priced offerings growing 5%. The company continued to successfully prioritize its best performing brands in these price tiers.

Distilling Solutions
Second quarter 2026 versus prior year
Sales of $29.2 million decreased 42% versus $50.0 million.
Gross profit of $11.3 million decreased 40% versus $18.8 million.
Gross margin of 38.7% increased by 110 basis points versus 37.6%.

Key developments versus prior year
As expected, lower demand for aged and new distillate whiskey continued to pressure results and drove a 59% decline in brown goods sales.
Gross margin improved, due to better mix and cost savings efforts.
Warehouse services revenue increased by high-single digits and was driven, in part, by expanded service offerings.

Ingredient Solutions
Second quarter 2026 versus prior year
Sales of $35.5 million increased 2% versus $35.0 million.
Gross profit of $3.6 million decreased 53% versus $7.6 million.
Gross margin of 10.1% decreased versus 21.7%.

Key developments versus prior year
Sales improvement was primarily driven by favorable price and mix of specialty wheat proteins and starches, as well as increased sales of biofuel and other byproducts.
Despite improvements in operational reliability, higher waste starch stream costs pressured profitability.


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2026 Financial Outlook
MGP reaffirmed its consolidated guidance for fiscal 2026:
Sales projected to be in the range of $480 million to $500 million.
Adjusted EBITDA expected to be between $90 million to $98 million.
Adjusted basic EPS expected to be in the $1.50 to 1.80 range, with weighted average basic shares outstanding of approximately 21.4 million.
Full-year capital expenditures expected to be approximately $20 million.

Due to a recent revision to 2025 Kansas tax law, which resulted in the revaluation of deferred tax liabilities, the company now anticipates its full year 2026 effective tax rate will be approximately 23%.

Dividend Distribution
The company’s Board of Directors declared a dividend of $0.12 per share of common stock. The dividend is payable on August 28, 2026, to stockholders of record as of August 14, 2026.

Conference Call and Webcast Information
MGP Ingredients will host a conference call today at 10 a.m. ET, July 29, 2026, to discuss the results, provide a general business update, and answer questions. Please visit the News and Events section of the company’s Investor Relations website to access the webcast. Investors can also dial (844) 308-6398 or (412) 717-9605 (international) to listen to the call. A replay will be available on the company’s website approximately 24 hours after the call concludes.

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

Cautionary Note Regarding Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements about the ability of MGP Ingredients, Inc. (the “Company” or “MGP”) to drive growth initiatives, prioritize growth opportunities, take decisive actions, and execute with discipline; and the Company’s 2026 outlook, including its expectations for sales, adjusted EBITDA, adjusted basic earnings per share (“EPS”), shares outstanding, capital expenditures, and tax rate. 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


3



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, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, 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, 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 SG&A, operating income, income before income taxes, net income, net income used in earnings per common share calculation, debt, and basic and diluted EPS computed in accordance with U.S. GAAP and should not be considered a substitute for the GAAP measure. We believe that the non-GAAP measures provide useful information to investors regarding the Company's performance and overall results of operations. In addition, management uses these non-GAAP measures in conjunction with GAAP measures when evaluating the Company’s operating results compared to prior periods on a consistent basis, assessing financial trends, and for forecasting purposes. Non-GAAP financial measures may not provide information that is directly comparable to other companies, even if similar terms are used to identify such measures. The attached schedules provide a full reconciliation of historical non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure. Full year 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.

For More Information Contact:

For Investor Relations:
investor.relations@mgpi.com

For Media Inquiries:
The Brand Guild
mgpcorporate@thebrandguild.com



4



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

 Quarter Ended June 30,Year to Date Ended June 30,
 2026202520262025
Sales$124,357 $145,494 $230,784 $267,147 
Cost of sales77,886 87,107 150,731 165,430 
Gross profit46,471 58,387 80,053 101,717 
Advertising and promotion expenses5,683 6,913 11,874 15,085 
Selling, general, and administrative expenses20,237 23,156 41,303 44,361 
Provision for credit loss2,148 — 2,148 — 
Impairment and other 751 — 180,277 — 
Change in fair value of contingent consideration 8,000  22,700 
Operating income (loss)17,652 20,318 (155,549)19,571 
Interest expense, net(2,879)(1,897)(4,300)(3,751)
Other income, net299 314 249 529 
Income (loss) before income taxes15,072 18,735 (159,600)16,349 
Income tax expense (benefit)3,063 4,308 (36,802)4,979 
Net income (loss)12,009 14,427 (122,798)11,370 
Attributable to noncontrolling interest (1)3 32 
Net income (loss) attributable to MGP Ingredients, Inc.12,009 14,426 (122,795)11,402 
Attributable to participating securities(155)(159)(68)(127)
Net income (loss) used in earnings per common share calculation$11,854 $14,267 $(122,863)$11,275 
Weighted average common shares
Basic21,433,066 21,360,984 21,411,374 21,351,809 
Diluted21,433,066 21,360,984 21,411,374 21,351,809 
Earnings per common share
Basic$0.55 $0.67 $(5.74)$0.53 
Diluted$0.55 $0.67 $(5.74)$0.53 



5



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

June 30, 2026December 31, 2025
ASSETS  
Current Assets:
Cash and cash equivalents$17,794 $18,460 
Receivables, net103,559 116,160 
Inventory408,416 382,741 
Prepaid expenses5,075 2,139 
Refundable income taxes 3,209 
Total current assets534,844 522,709 
Property, plant, and equipment574,211 594,898 
Less accumulated depreciation and amortization(277,776)(266,911)
Property, plant, and equipment, net296,435 327,987 
Operating lease right-of-use assets, net11,056 13,847 
Investment in joint venture6,861 8,211 
Intangible assets, net206,079 244,696 
Goodwill 115,667 
Other assets2,488 2,747 
TOTAL ASSETS$1,057,763 $1,235,864 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt$6,400 $6,400 
Accounts payable47,916 54,589 
Contingent consideration 110,800 
Federal and state excise taxes payable4,474 5,755 
Income taxes payable3,188 — 
Accrued expenses and other14,511 22,507 
Total current liabilities76,489 200,051 
Long-term debt, less current maturities166,854 49,735 
Convertible senior notes196,342 196,183 
Long-term operating lease liabilities8,170 10,561 
Other noncurrent liabilities2,790 2,534 
Deferred income taxes16,305 60,010 
Total liabilities466,950 519,074 
Total equity590,813 716,790 
TOTAL LIABILITIES AND TOTAL EQUITY$1,057,763 $1,235,864 
 


6



MGP INGREDIENTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
 Year to Date Ended June 30,
 20262025
Cash Flows from Operating Activities  
Net income (loss)$(122,798)$11,370 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:  
Depreciation and amortization12,651 11,638 
Goodwill and other long-lived assets impairment
179,526 — 
Share-based compensation2,313 2,030 
Equity method investment gain(150)(494)
Deferred income taxes, including change in valuation allowance(43,653)(901)
Change in fair value of contingent consideration 22,700 
Payment of contingent consideration(48,700)— 
Other, net546 446 
Changes in operating assets and liabilities:  
Receivables, net12,520 31,103 
Inventory(25,631)(15,224)
Prepaid expenses(2,974)(1,752)
Income taxes payable6,397 3,128 
Accounts payable(2,499)(10,687)
Accrued expenses and other(7,001)4,663 
Federal and state excise taxes payable(1,281)(1,504)
Other, net2 (159)
Net cash provided by (used in) operating activities(40,732)56,357 
Cash Flows from Investing Activities  
Additions to property, plant, and equipment(10,219)(32,156)
Distributions from equity method investment
1,500 — 
Other, net322 (11)
Net cash used in investing activities(8,397)(32,167)
Cash Flows from Financing Activities  
Payment of dividends and dividend equivalents(5,196)(5,156)
Repurchase of Common Stock(886)(1,035)
Loan fees paid related to borrowings (2,712)
Proceeds from long-term debt145,000 28,000 
Principal payments on long-term debt(28,200)(52,200)
Payment of contingent consideration(62,100)— 
Net cash provided by (used in) financing activities48,618 (33,103)
Effect of exchange rate changes on cash and cash equivalents(155)960 
Decrease in cash and cash equivalents(666)(7,953)
Cash and cash equivalents, beginning of period18,460 25,273 
Cash and cash equivalents, end of period$17,794 $17,320 



7



MGP INGREDIENTS, INC.
RECONCILIATION OF SELECTED GAAP MEASURES TO ADJUSTED NON-GAAP MEASURES (UNAUDITED)
(in thousands, except per share amounts)
Quarter Ended June 30, 2026
SG&AOperating Income Income before Income TaxesNet Income
MGP Earnings(a)
Basic and Diluted EPS
Reported GAAP Results$20,237 $17,652 $15,072 $12,009 $11,854 $0.55 
Adjusted to remove:
Impairment and other (b)
 751 751 933 921 0.04 
Executive transition costs (c)
(372)372 372 462 456 0.02 
Professional services fees (d)
(250)250 250 311 307 0.02 
Restructuring and other costs (e)
(1,044)1,044 1,044 1,297 1,281 0.06 
Income tax items(f)
   747 $737 0.03 
Adjusted Non-GAAP results$18,571 $20,069 $17,489 $15,759 $15,556 $0.72 

Quarter Ended June 30, 2025
SG&AOperating Income Income before Income TaxesNet Income
MGP Earnings(a)
Basic and Diluted EPS
Reported GAAP Results$23,156 $20,318 $18,735 $14,427 $14,267 $0.67 
Adjusted to remove:
Executive transition costs (c)
(376)376 376 290 287 0.01 
Fair value of contingent consideration(g)
 8,000 8,000 6,160 6,097 0.29 
Adjusted Non-GAAP results$22,780 $28,694 $27,111 $20,877 $20,651 $0.97 


Year to Date Ended June 30, 2026
SG&AOperating Income (loss)Income (loss) before Income TaxesNet Income (loss)
MGP Earnings(a)
Basic and Diluted EPS
Reported GAAP Results$41,303 $(155,549)$(159,600)$(122,798)$(122,863)$(5.74)
Adjusted to remove:
Impairment and other (b)
 180,277 180,277 138,080 138,080 6.45 
Executive transition costs (c)
(705)705 705 672 672 0.03 
Professional service fees (d)
(250)250 250 238 238 0.01 
Restructuring and other costs (e)
(2,241)2,241 2,241 2,137 2,137 0.10 
Income tax items(f)
   747 747 0.03 
Adjusted Non-GAAP results$38,107 $27,924 $23,873 $19,076 $19,011 $0.88 

Year to Date Ended June 30, 2025
SG&AOperating IncomeIncome before Income TaxesNet Income
MGP Earnings(a)
Basic and Diluted EPS
Reported GAAP Results$44,361 $19,571 $16,349 $11,370 $11,275 $0.53 
Adjusted to remove:
Fair value of contingent consideration(g)
— 22,700 22,700 15,777 15,614 0.73 
Professional service fees (d)
(382)382 382 265 263 0.01 
Executive transition costs (c)
(682)682 682 474 469 0.02 
Restructuring and other costs (e)
(613)613 613 426 422 0.02 
Adjusted Non-GAAP results$42,684 $43,948 $40,726 $28,312 $28,043 $1.31 




8





MGP INGREDIENTS, INC.
DESCRIPTION OF NON-GAAP ITEMS

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

(b)Impairment and other relates to the first quarter 2026 write down of goodwill, indefinite-lived intangible assets and other long-lived fixed assets as well as expenses incurred related to the idled Kentucky facilities. It is included in the Consolidated Statement of Income (Loss) as a component of operating income and relates to the Branded Spirits segment.

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

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

(e)The restructuring and other costs are included in the Condensed 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 the period.

(f)Income tax items are included in the Condensed Consolidated Statement of Income (loss) within the income tax expenses. The adjustment relates to the impacts of state law changes on the Company’s deferred tax balances.

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





9




MGP INGREDIENTS, INC.
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA (UNAUDITED)
(in thousands)
Quarter Ended June 30,Year to Date Ended June 30,
2026202520262025
Net income (loss)$12,009 $14,427 $(122,798)$11,370 
Interest expense2,879 1,897 4,300 3,751 
Income tax expense (benefit)
3,063 4,308 (36,802)4,979 
Depreciation and amortization6,386 5,830 12,651 11,638 
Share based compensation (a)
1,318 1,288 2,241 2,030 
Equity method investment gain(169)(237)(150)(494)
Executive transition costs372 376 705 682 
Restructuring and other costs1,044 — 2,241 613 
Impairment and other (b)
456 — 179,982 — 
Professional service fees250 — 250 382 
Fair value of contingent consideration 8,000  22,700 
Adjusted EBITDA$27,608 $35,889 $42,620 $57,651 


(a) This amount excludes share based compensation related to executive transition costs and one-time severance costs (benefits).
(b) This amount excludes depreciation expense related to the idled facility as it related to depreciation and amortization expense.

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 loss (gain), executive transition costs, restructuring and other costs, goodwill and other long-lived assets impairment, fair value of contingent consideration, and professional service fees.

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



10



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

Quarter Ended
September 30,
2025
Quarter Ended
December 31,
2025
Quarter Ended
March 31,
2026
Quarter Ended
June 30,
2026
TTM(a)
June 30, 2026
Net income (loss)$15,429 $(134,631)$(134,807)$12,009 $(242,000)
Interest expense1,739 1,554 1,421 2,879 7,593 
Income tax expense (benefit)4,276 (1,773)(39,865)3,063 (34,299)
Depreciation and amortization6,186 6,262 6,265 6,386 25,099 
Share based compensation(c)
1,057 1,129 923 1,318 4,427 
Equity method investment loss (gain)(375)(318)19 (169)(843)
Goodwill and other long-lived assets impairment
— 152,622 179,526 456 332,604 
Professional service fees— 113 — 250 363 
Executive transition costs1,143 953 333 372 2,801 
Restructuring and other costs— 190 1,197 1,044 2,431 
Fair value of contingent consideration2,800 — — — 2,800 
Adjusted EBITDA$32,255 $26,101 $15,012 $27,608 $100,976 
Total debt$369,596 
Cash and cash equivalents17,794 
Net debt$351,802 
Net debt leverage ratio(b)
3.5 

(a) TTM is defined as trailing twelve months.
(b) Net debt leverage ratio is defined as net debt divided by adjusted EBITDA.
(c) This amount excludes share based compensation related to executive transition costs.

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



11



MGP INGREDIENTS, INC.
OPERATING SEGMENT RESULTS (UNAUDITED)
(Dollars in thousands)
BRANDED SPIRITS
Quarter Ended June 30,Quarter versus Quarter Change Increase/(Decrease)
20262025$ Change% Change
Premium plus$32,645 $31,099 $1,546 %
Mid16,225 15,493 732 
Value8,324 8,936 (612)(7)
Other2,436 4,992 (2,556)(51)
Total Branded Spirits Sales$59,630 $60,520 $(890)(1)%
Gross profit$31,596 $31,984 $(388)(1)%
Gross margin %53.0 %52.8 %0.2 
pp(a)
Operating income$15,206 $8,737 $6,469 74 %
Depreciation and amortization$2,144 $2,145 $(1)— %

DISTILLING SOLUTIONS
Quarter Ended June 30,Quarter versus Quarter Change Increase/(Decrease)
20262025$ Change% Change
Brown goods$14,260 $35,057 $(20,797)(59)%
Warehouse services8,622 8,001 621 
White goods and other co-products6,338 6,942 (604)(9)
Total Distilling Solutions Sales$29,220 $50,000 $(20,780)(42)%
Gross profit$11,302 $18,812 $(7,510)(40)%
Gross margin %38.7 %37.6 %1.1 
pp(a)
Operating income$10,585 $17,741 $(7,156)(40)%
Depreciation and amortization$1,767 $2,025 $(258)(13)%

INGREDIENT SOLUTIONS SALES
Quarter Ended June 30,Quarter versus Quarter Change Increase / (Decrease)
20262025$ Change% Change
Specialty wheat starches$18,889 $18,474 $415 %
Specialty wheat proteins12,749 12,612 137 
Commodity wheat starches2,670 3,061 (391)(13)
Commodity wheat proteins76 827 (751)(91)
Biofuel and other1,123 — 1,123 n/a
Total Ingredient Solutions$35,507 $34,974 $533 %
Gross profit$3,573 $7,591 $(4,018)(53)%
Gross margin %10.1 %21.7 %(11.6)
pp(a)
Operating income$2,696 $6,290 $(3,594)(57)%
Depreciation and amortization$2,119 $1,307 $812 62 %
(a) Percentage points (“pp”).


12



MGP INGREDIENTS, INC.
OPERATING SEGMENT RESULTS (UNAUDITED)
(Dollars in thousands)
BRANDED SPIRITS SALES
Year to Date Ended June 30,Year to Date versus Year to Date Sales Change Increase/(Decrease)
20262025$ Change% Change
Premium plus$55,296 $53,417 $1,879 %
Mid29,468 28,520 948 
Value14,827 16,277 (1,450)(9)
Other4,276 10,533 (6,257)(59)
Total Branded Spirits$103,867 $108,747 $(4,880)(4)%
Gross profit$52,732 $54,182 $(1,450)(3)%
Gross margin %50.8 %49.8 %1.0 
pp(a)
Operating loss$(157,166)$(409)$(156,757)(38,327)%
Depreciation and amortization$4,303 $4,285 $18 — %

DISTILLING SOLUTIONS SALES
Year to Date Ended June 30,Year to Date versus Year to Date Sales Change Increase/(Decrease)
20262025$ Change% Change
Brown goods$29,169 $68,713 $(39,544)(58)%
Warehouse services16,914 16,078 836 
White goods and other co-products11,137 12,152 (1,015)(8)
Total Distilling Solutions$57,220 $96,943 $(39,723)(41)%
Gross profit$19,927 $37,492 $(17,565)(47)%
Gross margin %34.8 %38.7 %(3.9)
pp(a)
Operating income$18,420 $35,623 $(17,203)(48)%
Depreciation and amortization$3,565 $4,080 $(515)(13)%

INGREDIENT SOLUTIONS SALES
Year to Date Ended June 30,Year to Date versus Year to Date Sales Change Increase/(Decrease)
20262025$ Change% Change
Specialty wheat starches$37,305 $34,327 $2,978 %
Specialty wheat proteins25,457 19,960 5,497 28 
Commodity wheat starches5,287 5,780 (493)(9)
Commodity wheat proteins459 1,390 (931)(67)
Biofuel and other1,189 — 1,189 n/a
Total Ingredient Solutions$69,697 $61,457 $8,240 13 %
Gross profit$7,394 $10,043 $(2,649)(26)%
Gross margin %10.6 %16.3 %(5.7)
pp(a)
Operating income$5,637 $7,298 $(1,661)(23)%
Depreciation and amortization$4,077 $2,578 $1,499 58 %
(a) Percentage points (“pp”).


13



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

Quarter Ended June 30,Year to Date Ended June 30,
2026202520262025
Principal amount of the bonds$201,250,000 $201,250,000 $201,250,000 $201,250,000 
Par value$1,000 $1,000 $1,000 $1,000 
Number of bonds outstanding (a)201,250 201,250 201,250 201,250 
Initial conversion rate10.3911 10.3911 10.3911 10.3911 
Conversion price$96.23620 $96.23620 $96.23620 $96.23620 
Average share price (b)$18.19532 $29.73403 $20.24415 $31.56250 
Impact of conversion (c)$ $— $ $— 
Cash paid for principal(201,250,000)(201,250,000)(201,250,000)(201,250,000)
Conversion premium$— $— $ $— 
Average share price$18.19532 $29.73403 $20.24415 $31.56250 
Conversion premium in shares (d) (e) —  — 

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

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

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

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

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


14

Filing Exhibits & Attachments

4 documents