MGP Ingredients Reports Record Second Quarter 2023 Results

MGP Ingredients

Consolidated sales increased 7% to a quarterly record of $209.0 million;
Net income and adjusted EBITDA increased 26% and 28%, respectively

ATCHISON, Kan., Aug. 03, 2023 (GLOBE NEWSWIRE) -- MGP Ingredients, Inc. (Nasdaq: MGPI), a leading provider of distilled spirits, branded spirits, and food ingredient solutions, today reported results for the second quarter ended June 30, 2023.

2023 second quarter consolidated results compared to 2022 second quarter

• Sales increased 7% to $209.0 million.

• Gross profit increased 29% to $76.3 million, representing 36.5% of sales.

• Operating income increased 25% to $44.1 million. Adjusted operating income increased 29% to $45.6 million.

• Net income increased 26% to $32.0 million. Adjusted net income increased 31% to $33.1 million.

• Adjusted EBITDA increased 28% to $51.2 million.

• Basic and diluted earnings per common share (“EPS”) increased to $1.44 per share from $1.15 per share. Adjusted basic and diluted EPS increased to $1.49 per share from $1.15 per share.

“We are very pleased with our continued momentum during the second quarter. Our strong performance underpins our long-term strategy and the value we bring to our global customer base,” said David Colo, president and CEO of MGP Ingredients. “Sales of brown goods grew 30% from the prior year period, driven by strong demand for our new distillate and aged whiskey. Within our Branded Spirits segment, we completed the acquisition of Penelope Bourbon in June, further strengthening our portfolio of premium plus brands, which grew 29% in sales from the prior year period. We expect our continued investment in premium plus spirits brands to position us well for incremental growth and margin expansion opportunities in the future. Our Ingredient Solutions business generated record sales during the quarter, which continued to benefit from the shift in consumer behavior toward plant-based diets. We believe our strong performance underscores the strength of our business model, and we remain committed to executing against our strategy to create further shareholder value.”

Distilling Solutions
In the second quarter 2023, sales for the Distilling Solutions segment increased 9% to $116.9 million year- over-year, reflecting a 22% increase in sales of premium beverage alcohol, due to higher brown goods sales. Gross profit increased to $38.7 million or 33.1% of segment sales, compared to $29.8 million or 27.8% of segment sales in the second quarter 2022.

Branded Spirits
For the second quarter 2023, sales for the Branded Spirits segment decreased 2% to $57.6 million, while sales of premium plus brands increased 29% to $23.8 million. Gross profit increased to $26.0 million, or 45.1% of segment sales, compared to $21.0 million, or 35.8% of segment sales in the second quarter 2022.

Ingredient Solutions
In the second quarter 2023, sales in the Ingredient Solutions segment increased 18% to $34.5 million year- over-year. Gross profit increased to $11.6 million, or 33.6% of segment sales, compared to $8.5 million, or 29.0% of segment sales in the second quarter 2022.

Other
Advertising and promotion expenses for the second quarter 2023 increased $2.6 million, or 42%, to $8.6 million as compared to the second quarter 2022.

Corporate selling, general and administrative ("SG&A") expenses for the second quarter 2023 increased $5.7 million, or 32%, to $23.5 million as compared to the second quarter 2022.

The corporate effective tax rate for the second quarter 2023 was 25.3%, compared with 22.4% from the second quarter 2022.

2023 Outlook
MGP is offering the following revised consolidated guidance for fiscal 2023:

• Sales are projected to be in the range of $815 million to $835 million.

• Adjusted EBITDA is expected to be in the range of $187 million to $192 million.

• Adjusted basic EPS is forecasted to be in the $5.35 to $5.50 range, with basic weighted average shares outstanding expected to be approximately 22.1 million at year end.
  

Conference Call and Webcast Information
MGP Ingredients will host a conference call for analysts and institutional investors at 10 a.m. ET today to discuss these results and current business trends. The conference call and webcast will be available via:

Webcast:	ir.mgpingredients.com on the Events & Presentations page
Conference Call:	844-308-6398 (domestic) or 412-717-9605 (international)

About MGP Ingredients, Inc.
MGP Ingredients, Inc. (Nasdaq: MGPI) is a leading producer of premium distilled spirits, branded spirits, and food ingredient solutions. Since 1941, we have combined our expertise and energy aimed at formulating excellence, bringing product ideas to life collaboratively with our customers.

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, Indiana and Kansas, 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 the 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.

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 strategy of MGP Ingredients, Inc. (the “Company” or “MGP”), value brought to customers, growth and margin expansion opportunities, the ability to create shareholder value, and the Company’s 2023 outlook, including its expectations for sales, adjusted EBITDA, adjusted basic EPS, and shares outstanding. 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 disruptions in our operations or a catastrophic event at our facilities; commodity price fluctuations; the effectiveness or execution of our strategic plan; our reliance on a limited number of suppliers; climate change and legal, regulatory or market measures to address climate change; product recalls or other product liability claims; damage to our reputation or that of any of our key customers or their brands; adverse public opinion about any of our specialty ingredients; warehouse expansion issues; our reliance on fewer, more profitable customer relationships; commercial, political, and financial risks; regulation and taxation requirements; tariffs, trade relations, and trade policies; labeling or warning requirements or limitations on the availability of our products; anti-corruption laws, trade sanctions and restrictions; changes in consumer preferences and purchases and our ability to anticipate or react to those changes; changes in public opinion about alcohol; our reliance on our distributors to distribute our branded spirits within their territories; failure to secure and maintain listings in control states; changes in excise taxes, incentives and customs duties; class action or other litigation; the availability and cost of raw materials, product ingredients, energy resources, or labor; global supply chain challenges; inflation; the ongoing military conflict between Ukraine and Russia; our ability to protect our intellectual property rights and defend against alleged intellectual property rights infringement claims; our dual-class stock structure and governing document provisions; our reliance on key information technology systems, networks, processes, associated sites, or service providers; acquisitions and potential future acquisitions; our ability to compete and competitive market conditions; work disruptions or stoppages; our reliance on key management personnel; covenants and other provisions in our credit arrangements; interest rate increases; pandemics or other health crises; and our planned closure of our Atchison, Kansas distillery. 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, 2022 and its Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2023, 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 gross profit, adjusted operating income, adjusted income before income taxes, adjusted net income, adjusted MGP earnings, adjusted EBITDA 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 gross profit, operating income, income before income taxes, net income, net income used in earnings per share calculation, 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 2023 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 & Analysts:
Mike Houston
646-475-2998 or investor.relations@mgpingredients.com

Media:
Greg Manis
913-360-5440 or greg.manis@mgpingredients.com

MGP INGREDIENTS, INC. OPERATING INCOME ROLLFORWARD (Dollars in thousands)
Operating income, quarter versus quarter		Operating Income				Change
Operating income for the quarter ended June 30, 2022		$	35,306
Increase in gross profit - Distilling Solutions segment			8,898			25	%
Increase in gross profit - Branded Spirits segment			5,043			14		pp(a)
Increase in gross profit - Ingredient Solutions segment			3,130			9		pp
Increase in advertising and promotion expenses			(2,574	)		(7	)	pp
Increase in SG&A expenses			(5,660	)		(16	)	pp
Operating income for the quarter ended June 30, 2023		$	44,143			25	%

Operating income, year to date versus year to date		Operating Income				Change
Operating income for year to date ended June 30, 2022		$	85,386
Increase in gross profit - Ingredient Solutions segment			7,227			8	%
Increase in gross profit - Branded Spirits segment			4,854			6		pp(a)
Increase in gross profit - Distilling Solutions segment			2,993			4		pp
Increase in advertising and promotion expenses			(4,803	)		(6	)	pp
Increase in SG&A expenses			(9,955	)		(12	)	pp
Operating income for year to date ended June 30, 2023		$	85,702			—	%

^(a) Percentage points (“pp”).

MGP INGREDIENTS, INC. EARNINGS PER COMMON SHARE (“EPS”) ROLLFORWARD
Change in basic and diluted EPS, quarter versus quarter		Basic and Diluted EPS				Change
Basic and diluted EPS for the quarter ended June 30, 2022		$	1.15
Change in operating income (b)			0.31			26	%
Change in other income (expense), net(b)			0.03			3		pp(a)
Change in interest expense, net (b)			0.01			1		pp
Change in effective tax rate			(0.06	)		(5	)	pp
Basic and Diluted EPS for the quarter ended June 30, 2023		$	1.44			25	%

Change in basic and diluted EPS, year to date versus year to date		Basic and Diluted EPS				Change
Basic and diluted EPS for year to date ended June 30, 2022		$	2.84
Change in interest expense, net(b)			0.03			1	%
Change in other income (expense), net(b)			0.03			1		pp(a)
Change in operating income(b)			0.01			—		pp
Change in effective tax rate			(0.06	)		(2	)	pp
Change in weighted average shares outstanding			(0.01	)		—		pp
Basic EPS for year to date ended June 30, 2023		$	2.84			—	%
Impact of dilutive shares outstanding			(0.01	)		—		pp
Diluted EPS for the year to date ended June 30, 2023		$	2.83			—	%

(a) Percentage points (“pp”).
(b) Items are net of tax based on the effective tax rate for the base year (2022).

MGP INGREDIENTS, INC. SALES BY OPERATING SEGMENT (Dollars in thousands)
	DISTILLING SOLUTIONS SALES
	Quarter Ended June 30,						Quarter versus Quarter Sales Change Increase/(Decrease)
		2023			2022		$ Change				% Change
Brown goods	$	73,124		$	56,331		$	16,793			30	%
White goods		16,816			17,441			(625	)		(4	)
Premium beverage alcohol		89,940			73,772			16,168			22
Industrial alcohol		10,065			12,885			(2,820	)		(22	)
Food grade alcohol		100,005			86,657			13,348			15
Fuel grade alcohol		1,898			3,312			(1,414	)		(43	)
Distillers feed and related co-products		8,215			11,267			(3,052	)		(27	)
Warehouse services		6,747			5,902			845			14
Total Distilling Solutions	$	116,865		$	107,138		$	9,727			9	%

	BRANDED SPIRITS SALES
	Quarter Ended June 30,						Quarter versus Quarter Sales Change Increase/(Decrease)
		2023			2022		$ Change				% Change
Ultra premium	$	14,372		$	9,435		$	4,937			52	%
Super premium		3,130			3,226			(96	)		(3	)
Premium		6,261			5,775			486			8
Premium plus		23,763			18,436			5,327			29
Mid		17,090			23,301			(6,211	)		(27	)
Value		11,578			12,908			(1,330	)		(10	)
Other		5,185			3,921			1,264			32
Total Branded Spirits	$	57,616		$	58,566		$	(950	)		(2	)%

	INGREDIENT SOLUTIONS SALES
	Quarter Ended June 30,						Quarter versus Quarter Sales Change Increase / (Decrease)
		2023			2022		$ Change				% Change
Specialty wheat starches	$	17,095		$	16,001		$	1,094			7	%
Specialty wheat proteins		12,588			10,109			2,479			25
Commodity wheat starches		4,837			3,130			1,707			55
Commodity wheat proteins		—			38			(38	)		N/A
Total Ingredient Solutions	$	34,520		$	29,278		$	5,242			18	%

MGP INGREDIENTS, INC. SALES BY OPERATING SEGMENT
	DISTILLING SOLUTIONS SALES
	Year to Date Ended June 30,						Year to Date versus Year to date Sales Change Increase/(Decrease)
		2023			2022		$ Change				% Change
Brown goods	$	141,448		$	118,476		$	22,972			19	%
White goods		32,770			37,527			(4,757	)		(13	)
Premium beverage alcohol		174,218			156,003			18,215			12
Industrial alcohol		20,504			24,380			(3,876	)		(16	)
Food grade alcohol		194,722			180,383			14,339			8
Fuel grade alcohol		4,454			6,594			(2,140	)		(32	)
Distillers feed and related co-products		17,307			20,184			(2,877	)		(14	)
Warehouse services		13,605			11,486			2,119			18
Total Distilling Solutions	$	230,088		$	218,647		$	11,441			5	%

	BRANDED SPIRITS SALES
	Year to Date Ended June 30,						Year to Date versus Year to date Sales Change Increase/(Decrease)
		2023			2022		$ Change				% Change
Ultra premium	$	23,487		$	22,032		$	1,455			7	%
Super premium		5,977			6,172			(195	)		(3	)
Premium		13,045			11,915			1,130			9
Premium plus		42,509			40,119			2,390			6
Mid		37,925			42,574			(4,649	)		(11	)
Value		24,999			24,207			792			3
Other		9,066			7,417			1,649			22
Total Branded Spirits	$	114,499		$	114,317		$	182			—	%

	INGREDIENT SOLUTIONS SALES
	Year to Date Ended June 30,						Year to Date versus Year to date Sales Change Increase/(Decrease)
		2023			2022		$ Change			% Change
Specialty wheat starches	$	31,781		$	31,204		$	577		2	%
Specialty wheat proteins		24,478			19,528			4,950		25
Commodity wheat starches		8,644			6,483			2,161		33
Commodity wheat proteins		521			38			483		1,271
Total Ingredient Solutions	$	65,424		$	57,253		$	8,171		14	%

MGP INGREDIENTS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Dollars in thousands, except share and per share amounts)
		Quarter Ended June 30,								Year to Date Ended June 30,
			2023				2022				2023				2022
Sales		$	209,001			$	194,982			$	410,011			$	390,217
Cost of sales			132,706				135,758				263,892				259,172
Gross profit			76,295				59,224				146,119				131,045
Advertising and promotion expenses			8,639				6,065				16,372				11,569
Selling, general, and administrative expenses			23,513				17,853				44,045				34,090
Operating income			44,143				35,306				85,702				85,386
Interest expense, net			(1,282	)			(1,543	)			(2,277	)			(3,141	)
Other income (expense), net			(93	)			(1,062	)			30				(1,008	)
Income before income taxes			42,768				32,701				83,455				81,237
Income tax expense			10,804				7,339				20,459				18,504
Net income			31,964				25,362				62,996				62,733
Net loss attributable to noncontrolling interest			162				198				201				264
Net income attributable to MGP Ingredients, Inc.			32,126				25,560				63,197				62,997
Income attributable to participating securities			(324	)			(217	)			(633	)			(535	)
Net income used in earnings per common share calculation		$	31,802			$	25,343			$	62,564			$	62,462
Weighted average common shares
Basic			22,062,142				22,002,385				22,051,244				21,995,779
Diluted			22,139,663				22,002,385				22,106,113				21,995,779
Earnings per common share
Basic		$	1.44			$	1.15			$	2.84			$	2.84
Diluted		$	1.44			$	1.15			$	2.83			$	2.84

MGP INGREDIENTS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Dollars in thousands)
	June 30, 2023				December 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents	$	21,959			$	47,889
Receivables, net		147,570				109,267
Inventory		343,826				289,722
Prepaid expenses		5,177				2,957
Refundable income taxes		2,317				4,327
Total Current Assets		520,849				454,162
Property, plant, and equipment		475,472				450,800
Less accumulated depreciation and amortization		(224,823	)			(215,168	)
Property, Plant, and Equipment, net		250,649				235,632
Operating lease right-of-use assets, net		17,122				15,042
Investment in joint ventures		4,955				5,534
Intangible assets, net		271,440				216,768
Goodwill		325,713				226,294
Other assets		4,401				4,779
TOTAL ASSETS	$	1,395,129			$	1,158,211
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	6,400			$	5,600
Accounts payable		84,921				66,432
Federal and state excise taxes payable		5,946				4,627
Accrued expenses and other		21,384				28,716
Total Current Liabilities		118,651				105,375
Long-term debt, less current maturities		123,319				29,510
Convertible senior notes		195,385				195,225
Long-term operating lease liabilities		13,568				11,622
Contingent consideration		63,900				—
Other noncurrent liabilities		3,943				3,723
Deferred income taxes		69,241				67,112
Total Liabilities		588,007				412,567
Total equity		807,122				745,644
TOTAL LIABILITIES AND TOTAL EQUITY	$	1,395,129			$	1,158,211

MGP INGREDIENTS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in thousands)
		Year to Date Ended June 30,
			2023				2022
Cash Flows from Operating Activities
Net income		$	62,996			$	62,733
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			10,490				10,924
Share-based compensation			3,637				2,131
Equity method investment loss			579				180
Deferred income taxes, including change in valuation allowance			2,129				125
Other, net			206				(98	)
Changes in operating assets and liabilities, net of effects of acquisition:
Receivables, net			(35,833	)			(13,142	)
Inventory			(41,020	)			(27,508	)
Prepaid expenses			(2,076	)			266
Income taxes payable (refundable)			2,010				141
Accounts payable			22,328				11,438
Accrued expenses and other			(7,048	)			(4,791	)
Federal and state excise taxes payable			1,319				681
Other, net			439				(61	)
Net cash provided by operating activities			20,156				43,019
Cash Flows from Investing Activities
Additions to property, plant, and equipment			(30,055	)			(18,087	)
Purchase of business, net of cash acquired			(104,398	)			—
Contributions to equity method investment			—				(1,028	)
Other, net			(1,136	)			(369	)
Net cash used in investing activities			(135,589	)			(19,484	)
Cash Flows from Financing Activities
Payment of dividends and dividend equivalents			(5,337	)			(5,322	)
Purchase of treasury stock			(801	)			(713	)
Proceeds from long-term debt			105,000				—
Principal payments on long-term debt			(9,400	)			(1,614	)
Net cash provided by (used in) financing activities			89,462				(7,649	)
Effect of exchange rate changes on cash and cash equivalents			41				(39	)
Increase (decrease) in cash and cash equivalents			(25,930	)			15,847
Cash and cash equivalents, beginning of period			47,889				21,568
Cash and cash equivalents, end of period		$	21,959			$	37,415

MGP INGREDIENTS, INC. RECONCILIATION OF SELECTED GAAP MEASURES TO ADJUSTED NON-GAAP MEASURES (UNAUDITED) (in thousands)
	Quarter Ended June 30, 2023
	Gross Profit			Operating Income			Income before Income Taxes			Net Income			MGP Earnings(a)			Basic and Diluted EPS
Reported GAAP Results	$	76,295		$	44,143		$	42,768		$	31,964		$	31,802		$	1.44
Adjusted to remove:
Business acquisition costs (b)		—			1,500			1,500			1,125			1,125			0.05
Adjusted Non-GAAP results	$	76,295		$	45,643		$	44,268		$	33,089		$	32,927		$	1.49

	Quarter Ended June 30, 2022
	Gross Profit			Operating Income			Income before Income Taxes			Net Income			MGP Earnings(a)			Basic and Diluted EPS
Reported GAAP Results	$	59,224		$	35,306		$	32,701		$	25,362		$	25,343		$	1.15
Adjusted to remove:
No adjustments for the period		—			—			—			—			—			—
Adjusted Non-GAAP results	$	59,224		$	35,306		$	32,701		$	25,362		$	25,343		$	1.15

	Year to Date Ended June 30, 2023
	Gross Profit			Operating Income			Income before Income Taxes			Net Income			MGP Earnings(a)			Basic EPS			Diluted EPS
Reported GAAP Results	$	146,119		$	85,702		$	83,455		$	62,996		$	62,564		$	2.84		$	2.83
Adjusted to remove:
Business acquisition costs (b)		—			1,500			1,500			1,125			1,125			0.05			0.05
Adjusted Non-GAAP results	$	146,119		$	87,202		$	84,955		$	64,121		$	63,689		$	2.89		$	2.88

	Year to Date Ended June 30, 2022
	Gross Profit			Operating Income			Income before Income Taxes			Net Income			MGP Earnings(a)			Basic and Diluted EPS
Reported GAAP Results	$	131,045		$	85,386		$	81,237		$	62,733		$	62,462		$	2.84
Adjusted to remove:
No adjustments for the period		—			—			—			—			—			—
Adjusted Non-GAAP results	$	131,045		$	85,386		$	81,237		$	62,733		$	62,462		$	2.84

(a) MGP Earnings is defined as "Net income used in Earnings Per Common Share calculation."

(b)   Business acquisition costs are included in the 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.

MGP INGREDIENTS, INC. RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA (UNAUDITED) (in thousands)
	Quarter Ended June 30,						Year to Date Ended June 30,
		2023			2022			2023			2022
Net Income	$	31,964		$	25,362		$	62,996		$	62,733
Interest expense		1,282			1,543			2,277			3,141
Income tax expense		10,804			7,339			20,459			18,504
Depreciation and amortization		5,319			5,303			10,490			10,924
Equity method investment loss		319			574			579			180
Business acquisition costs		1,500			—			1,500			—
Adjusted EBITDA	$	51,188		$	40,121		$	98,301		$	95,482

The non-GAAP adjusted EBITDA measure is defined as earnings before interest expense, income tax expense, depreciation and amortization, equity method investment loss (income), and business acquisition costs. See "Reconciliation of selected GAAP measure to adjusted non-GAAP measures" for further details.

MGP INGREDIENTS, INC. DILUTIVE SHARES OUTSTANDING CALCULATION (UNAUDITED)
	Quarter Ended June 30,								Year to Date Ended June 30,
		2023				2022				2023				2022
Principal amount of the bonds	$	201,250,000			$	201,250,000			$	201,250,000			$	201,250,000
Par value	$	1,000			$	1,000			$	1,000			$	1,000
Number of bonds outstanding (a)		201,250				201,250				201,250				201,250
Initial conversion rate		10.3911				10.3911				10.3911				10.3911
Conversion price	$	96.23620			$	96.23620			$	96.23620			$	96.23620
Average share price (b)	$	99.94097			$	93.95754			$	98.82927			$	87.19756
Impact of conversion (c)	$	208,997,443			$	—			$	206,672,647			$	—
Cash paid for principal		(201,250,000	)			(201,250,000	)			(201,250,000	)			(201,250,000	)
Conversion premium	$	7,747,443			$	—			$	5,422,647			$	—
Average share price	$	99.94097			$	93.95754			$	98.82927			$	87.19756
Conversion premium in shares (d) (e)		77,520				—				54,869				—

(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. For the quarter ended June 30, 2023, the average market price per share during the quarter exceeded $96.24 per share; however, the impact to diluted EPS calculation was less than $0.01, which resulted in reported basic and diluted EPS being equal at $1.44. For the year to date ended June 30, 2023, the inclusion of the shares had a dilutive impact and were included in the diluted EPS calculation. For the quarter ended and year to date ended June 30, 2023, the inclusion of the shares had a dilutive impact and were included in the diluted EPS calculation. There was no dilutive impact for the quarter ended and year to date ended June 30, 2022.

(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.


MGP INGREDIENTS, INC.
Purchase Accounting - Summary of Preliminary Fair Value Step Up
(UNAUDITED)
(in thousands)

The acquisition of Penelope Bourbon LLC, which closed on June 1, 2023, was accounted for as a business combination in accordance with Accounting Standard Codification 805 “ASC 805”), Business Combinations, and as such, assets acquired, liabilities assumed, and consideration transferred were recorded at their estimated fair values on the acquisition date. The fair value of the assets and liabilities are based upon a preliminary assessment of fair value and may change as valuations for certain tangible assets, intangible assets and contingent liabilities are finalized and the associated income tax impacts are determined. The Company expects to finalize the purchase price allocation as soon as practicable, but no longer than one year from the acquisition date. The table below reflects the summary for distributor relationships preliminary purchase price accounting step up to fair value, the related amortization period and the Income Statement caption within which the adjustment is included.

	Step Up Value			Amortization Period		Income Statement Caption		Q2 2023 Income Statement Impact
Definite-lived intangible asset - Distributor relationships	$	22,100		20 years		SG&A		$	92

MGP INGREDIENTS, INC. Impact of the Planned Closure of the Atchison Distillery Segment Operating Results and Pro-Forma Results Year to Date Ended June 30, 2023 (UNAUDITED) (in thousands)
	Distilling Solutions
	Year to Date Ended June 30, 2023								Increase/(Decrease)
	As Reported(a)				Pro-Forma(b)				$ Change				% Change
Brown Goods	$	141,448			$	141,448			$	—			—	%
White Goods		32,770				6,895				(25,875	)		(79	)
Premium beverage alcohol		174,218				148,343				(25,875	)		(15	)
Industrial alcohol		20,504				—				(20,504	)		(100	)
Food grade alcohol		194,722				148,343				(46,379	)		(24	)
Fuel grade alcohol		4,454				14				(4,440	)		(100	)
Distillers feed and related co-products		17,307				5,804				(11,503	)		(66	)
Warehouse services		13,605				13,605				—			—
Total Sales	$	230,088			$	167,766			$	(62,322	)		(27	)%
Gross profit	$	71,706			$	75,238			$	3,532			5	%
Gross margin %		31.2	%			44.8	%						13.6		pp(c)

	Ingredient Solutions
	Year to Date Ended June 30, 2023								Increase/(Decrease)
	As Reported(a)				Pro-Forma(b)				$ Change				% Change
Specialty wheat starches	$	31,781			$	31,781			$	—			—	%
Specialty wheat proteins		24,478				24,478				—			—
Commodity wheat starches		8,644				8,644				—			—
Commodity wheat proteins		521				521				—			—
Total Sales	$	65,424			$	65,424			$	—			—	%
Gross profit	$	23,817			$	20,403			$	(3,414	)	(d)	(14	)%
Gross margin %		36.4	%			31.2	%						(5.2	)	pp(c)

	Consolidated
	Year to Date Ended June 30, 2023								Increase/(Decrease)
	As Reported(a)				Pro-Forma(b)				$ Change				% Change
Sales	$	410,011			$	347,689			$	(62,322	)		(15	)%
Gross profit	$	146,119			$	146,237			$	118			—	%
Gross margin %		35.6	%			42.1	%						6.5		pp(c)

(a) Represents actual results of the Company for the year to date ended June 30, 2023, as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
(b) Represents the Company's results for the year to date ended June 30, 2023 excluding results associated with the Company's Atchison, Kansas distillery. These are pro-forma unaudited financial results and are preliminary. 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 year to date ended June 30, 2023 would not have been 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.

MGP INGREDIENTS, INC. Impact of the Planned Closure of the Atchison Distillery Segment Operating Results and Pro-Forma Results Year Ended December 21, 2022 (UNAUDITED) (in thousands)
	Distilling Solutions
	Year Ended December 31, 2022								Increase/(Decrease)
	As Reported(a)				Pro-Forma(b)				$ Change				% Change
Brown Goods	$	229,523			$	229,523			$	—			—	%
White Goods		74,510				24,110				(50,400	)		(68	)
Premium beverage alcohol		304,033				253,633				(50,400	)		(17	)
Industrial alcohol		46,812				907				(45,905	)		(98	)
Food grade alcohol		350,845				254,540				(96,305	)		(27	)
Fuel grade alcohol		13,681				41				(13,640	)		(100	)
Distillers feed and related co-products		40,354				9,477				(30,877	)		(77	)
Warehouse services		23,598				23,598				—			—
Total Sales	$	428,478			$	287,656			$	(140,822	)		(33	)%
Gross profit	$	126,282			$	132,388			$	6,106			5	%
Gross margin %		29.5	%			46.0	%						16.5		pp(c)

	Ingredient Solutions
	Year Ended December 31, 2022								Increase/(Decrease)
	As Reported(a)				Pro-Forma(b)				$ Change				% Change
Specialty wheat starches	$	62,567			$	62,567			$	—			—	%
Specialty wheat proteins		39,313				39,313				—			—
Commodity wheat starches		14,023				14,023				—			—
Commodity wheat proteins		38				38				—			—
Total Sales	$	115,941			$	115,941			$	—			—	%
Gross profit	$	31,503			$	26,017			$	(5,486	)	(d)	(17	)%
Gross margin %		27.2	%			22.4	%						(4.8	)	pp(c)

	Consolidated
	Year Ended December 31, 2022								Increase/(Decrease)
	As Reported(a)				Pro-Forma(b)				$ Change				% Change
Sales	$	782,358			$	641,536			$	(140,822	)		(18	)%
Gross profit	$	253,306			$	253,926			$	620			—	%
Gross margin %		32.4	%			39.6	%						7.2		pp(c)

(a) Represents actual results of the Company for the year ended December 31, 2022, as reported in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.
(b) Represents the Company's results for the year ended December 31, 2022 excluding results associated with the Company's Atchison, Kansas distillery. These are pro-forma unaudited financial results and are preliminary. 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 year ended December 31, 2022 would not have been 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.