mgpi-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________________ to _________________________________

Commission File Number: 0-17196

MGP INGREDIENTS, INC.

(Exact name of registrant as specified in its charter)


Kansas			45-4082531
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


100 Commercial Street
Atchison,	Kansas	66002
(Address of principal executive offices)		(Zip Code)

(913) 367-1480

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, no par value	MGPI	NASDAQ Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer x Accelerated filer

☐ Non-accelerated filer ☐ Smaller reporting company

☐ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

21,371,237 shares of Common Stock, no par value, as of April 24, 2026

INDEX


PART I. FINANCIAL INFORMATION			Page

	Item 1.	Financial Statements

	Condensed Consolidated Statements of Income (Loss) (Unaudited)		3
	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)		4
	Condensed Consolidated Balance Sheets (Unaudited)		5
	Condensed Consolidated Statements of Cash Flows (Unaudited)		6
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)		7
	Notes to Unaudited Condensed Consolidated Financial Statements		8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

	Item 4.	Controls and Procedures	28

PART II. OTHER INFORMATION

	Item 1.	Legal Proceedings	29

	Item 1A.	Risk Factors	29

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

	Item 3.	Defaults Upon Senior Securities	29

	Item 4.	Mine Safety Disclosures	29

	Item 5.	Other Information	29

	Item 6.	Exhibits	30

METHOD OF PRESENTATION

Throughout this Quarterly Report on Form 10-Q (this “Report”), when we refer to the “Company,” “MGP,” “we,” “us,” “our,” and words of similar import, we are referring to the combined business of MGP Ingredients, Inc. and its consolidated subsidiaries, except to the extent that the context otherwise indicates. In this Report, for any references to Note 1 through Note 10, refer to the Notes to Unaudited Condensed Consolidated Financial Statements in Item 1.

All amounts in this Report, except for share, par values, bushels, gallons, pounds, mmbtu, proof gallons, 9-liter cases, per share, per bushel, per gallon, per proof gallon, per 9-liter case, and percentage amounts, are shown in thousands unless otherwise noted.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MGP INGREDIENTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Unaudited)

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


	Quarter Ended March 31,
	2026		2025
Sales	$	106,427	$	121,653
Cost of sales	72,845		78,323
Gross profit	33,582		43,330
Advertising and promotion expenses	6,191		8,172
Selling, general, and administrative expenses	21,066		21,205
Goodwill and other long-lived assets impairment	179,526		—

Change in fair value of contingent consideration	—		14,700
Operating loss	(173,201)		(747)
Interest expense, net	(1,421)		(1,854)
Other income (expense), net	(50)		215
Loss before income taxes	(174,672)		(2,386)
Income tax expense (benefit)	(39,865)		671
Net loss	(134,807)		(3,057)
Attributable to noncontrolling interest	3		33
Net loss attributable to MGP Ingredients, Inc.	(134,804)		(3,024)
Attributable to participating securities	(35)		30

Net loss used in earnings per common share calculation	$	(134,839)	$	(2,994)

Weighted average common shares
Basic	21,389,441		21,342,531
Diluted	21,389,441		21,342,531

Earnings per common share
Basic	$	(6.30)	$	(0.14)
Diluted	$	(6.30)	$	(0.14)

See accompanying notes to unaudited condensed consolidated financial statements

MGP INGREDIENTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(Dollars in thousands)


	Quarter Ended March 31,
	2026		2025
Net loss attributable to MGP Ingredients, Inc.	$	(134,804)	$	(3,024)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on foreign currency translation adjustment	(244)		317
Change in Company-sponsored post-employment benefit plan	(21)		(21)
Other comprehensive income (loss)	(265)		296

Comprehensive loss attributable to MGP Ingredients, Inc.	(135,069)		(2,728)

Comprehensive loss attributable to noncontrolling interest	(3)		(33)
Comprehensive loss	$	(135,072)	$	(2,761)

See accompanying notes to unaudited condensed consolidated financial statements

MGP INGREDIENTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited) (Dollars in thousands)


	March 31, 2026		December 31, 2025
Current Assets
Cash and cash equivalents	$	10,357	$	18,460
Receivables, net (less allowance for credit loss, $1,190 at both March 31, 2026, and December 31, 2025)	86,637		116,160
Inventory	403,107		382,741
Prepaid expenses	5,814		2,139
Refundable income taxes	134		3,209
Total current assets	506,049		522,709
Property, plant, and equipment	569,739		594,898
Less accumulated depreciation and amortization	(272,199)		(266,911)
Property, plant, and equipment, net	297,540		327,987
Operating lease right-of-use assets, net	11,885		13,847
Investment in joint venture	6,692		8,211
Intangible assets, net	206,893		244,696
Goodwill	—		115,667
Other assets	2,240		2,747
Total assets	$	1,031,299	$	1,235,864
Current Liabilities
Current maturities of long-term debt	$	6,400	$	6,400
Accounts payable	49,750		54,589
Contingent consideration	110,800		110,800
Federal and state excise taxes payable	3,654		5,755

Accrued expenses and other	14,387		22,507
Total current liabilities	184,991		200,051
Long-term debt, less current maturities	42,295		49,735
Convertible senior notes	196,263		196,183
Long-term operating lease liabilities	9,007		10,561


Other noncurrent liabilities	2,246		2,534
Deferred income taxes	16,856		60,010
Total liabilities	451,658		519,074
Commitments and Contingencies (Note 7)
Stockholders’ Equity
Capital stock
Preferred, 5% non-cumulative; $10 par value; authorized 1,000 shares; issued and outstanding 437 shares	4		4
Common stock
No par value; authorized 40,000,000 shares; issued 23,125,166 shares at March 31, 2026 and December 31, 2025; and 21,369,125 and 21,294,315 shares outstanding at March 31, 2026 and December 31, 2025, respectively	6,715		6,715
Additional paid-in capital	328,479		330,872
Retained earnings	308,307		445,736
Accumulated other comprehensive loss	(638)		(373)
Treasury stock, at cost, 1,756,041 and 1,830,851 shares at March 31, 2026 and December 31, 2025, respectively	(61,577)		(64,518)
Total MGP Ingredients, Inc. stockholders’ equity	581,290		718,436
Noncontrolling interest	(1,649)		(1,646)
Total equity	579,641		716,790
Total liabilities and equity	$	1,031,299	$	1,235,864

See accompanying notes to unaudited condensed consolidated financial statements

MGP INGREDIENTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)


	Quarter to Date Ended March 31,
	2026		2025
Cash Flows from Operating Activities
Net loss	$	(134,807)	$	(3,057)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	6,265		5,808

Goodwill and other long-lived assets impairment	179,526		—
Share-based compensation	673		742
Equity method investment loss (gain)	19		(257)
Deferred income taxes, including change in valuation allowance	(43,154)		64
Change in fair value of contingent consideration	—		14,700
Other, net	290		73
Changes in operating assets and liabilities:
Receivables, net	29,441		40,594
Inventory	(20,299)		(13,439)
Prepaid expenses	(3,668)		(1,025)
Income taxes payable (refundable)	3,075		(2,094)
Accounts payable	(1,285)		(146)
Accrued expenses and other	(6,792)		2,857
Federal and state excise taxes payable	(2,102)		(98)

Other, net	(227)		(38)
Net cash provided by operating activities	6,955		44,684

Cash Flows from Investing Activities
Additions to property, plant, and equipment	(5,722)		(19,926)


Distributions from equity method investment	1,500		—

Other, net	449		—
Net cash used in investing activities	(3,773)		(19,926)

Cash Flows from Financing Activities
Payment of dividends and dividend equivalents	(2,598)		(2,578)
Repurchase of Common Stock	(886)		(1,035)

Proceeds from long-term debt	10,000		—
Principal payments on long-term debt	(17,600)		(26,600)



Net cash used in financing activities	(11,084)		(30,213)

Effect of exchange rate changes on cash and cash equivalents	(201)		294
Decrease in cash and cash equivalents	(8,103)		(5,161)
Cash and cash equivalents, beginning of period	18,460		25,273
Cash and cash equivalents, end of period	$	10,357	$	20,112

See accompanying notes to unaudited condensed consolidated financial statements

MGP INGREDIENTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For Quarter to Date Ended March 31, 2026 and 2025

(Unaudited)

(Dollars in thousands)


	Capital Stock Preferred		Issued Common		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (loss)		Treasury Stock		Non-controlling Interest		Total
Balance, December 31, 2025	$	4	$	6,715	$	330,872	$	445,736	$	(373)	$	(64,518)	$	(1,646)	$	716,790
Comprehensive loss:
Net loss	—		—		—		(134,804)		—		—		(3)		(134,807)
Other comprehensive loss	—		—		—		—		(265)		—		—		(265)
Dividends declared(a)	—		—		—		(2,625)		—		—		—		(2,625)
Share-based compensation	—		—		1,434		—		—		—		—		1,434
Stock shares awarded, forfeited or vested	—		—		(3,827)		—		—		3,827		—		—
Stock shares repurchased	—		—		—		—		—		(886)		—		(886)
Balance, March 31, 2026	$	4	$	6,715	$	328,479	$	308,307	$	(638)	$	(61,577)	$	(1,649)	$	579,641


	Capital Stock Preferred		Issued Common		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (loss)		Treasury Stock		Non-controlling Interest		Total
Balance, December 31, 2024	$	4	$	6,715	$	332,195	$	563,929	$	(658)	$	(68,019)	$	(1,623)	$	832,543
Comprehensive loss:
Net loss	—		—		—		(3,024)		—		—		(33)		(3,057)
Other comprehensive income	—		—		—		—		296		—		—		296
Dividends declared(a)	—		—		—		(2,578)		—		—		—		(2,578)
Share-based compensation	—		—		524		—		—		—		—		524
Stock shares awarded, forfeited or vested	—		—		(3,784)		—		—		3,784		—		—
Stock shares repurchased	—		—		—		—		—		(1,035)		—		(1,035)
Balance, March 31, 2025	$	4	$	6,715	$	328,935	$	558,327	$	(362)	$	(65,270)	$	(1,656)	$	826,693

(a)Dividends and dividend equivalents were $0.12 per common share, per restricted stock unit, and per performance stock unit for the quarters ended March 31, 2026 and 2025.

See accompanying notes to unaudited condensed consolidated financial statements

MGP INGREDIENTS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, unless otherwise noted)

Note 1. Accounting Policies and Basis of Presentation

The Company. MGP Ingredients, Inc. (“MGP” or the “Company”) is a Kansas corporation headquartered in Atchison, Kansas and is a leading producer of branded and distilled spirits, as well as food ingredient solutions. The Company has an extensive award-winning global portfolio of its own high quality branded spirits, which are produced through its distilleries and bottling facilities and sold to distributors. The Company’s branded spirits products account for a range of price points from value products through premium plus brands. Distilled spirits include premium bourbon, rye, and other American whiskeys (“brown goods”) and grain neutral spirits (“GNS”), including vodka and gin. The Company’s distilled spirits are either sold directly or indirectly to manufacturers of other branded spirits. The Company’s protein and starch food ingredients are predominantly wheat based and provide a host of functional, nutritional, and sensory benefits for a wide range of food products to serve the consumer packaged goods industry. The ingredient products are sold directly, or through distributors, to manufacturers and processors of finished packaged goods or to bakeries.

The Company reports three operating segments: Branded Spirits, Distilling Solutions, and Ingredient Solutions.

Basis of Presentation and Principles of Consolidation. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements as of and for the quarter ended March 31, 2026, should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”). The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal and recurring adjustments) necessary to fairly present the results for interim periods in accordance with U.S. generally accepted accounting principles (“GAAP”). Pursuant to the rules and regulations of the SEC, certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted.

As of March 31, 2026, the Company held a 60 percent interest in Dos Primos Tequila, LLC (“Dos Primos”). The Company consolidated Dos Primos’ activity on the financial statements and presented the 40 percent non-controlling interest portion on a separate line. On April 1, 2026, the Company entered into a membership interest purchase agreement and acquired the remaining 40 percent non-controlling interest in Dos Primos.

Use of Estimates. The financial reporting policies of the Company conform to GAAP. The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The application of certain of these policies places demands on management’s judgment, with financial reporting results relying on estimation about the effects of matters that are inherently uncertain. For all of these policies, management cautions that future events may not develop as forecast, and estimates routinely require adjustment and may require material adjustment.

Inventory. Inventory includes finished goods, raw materials in the form of agricultural commodities used in the production process as well as bottles, caps, and labels used in the bottling process, and certain maintenance and repair items. Bourbons, ryes, and other whiskeys, included in inventory, are normally aged in barrels for several years, following industry practice; all barreled bourbon, rye, and other whiskeys are classified as a current asset. The Company includes warehousing, insurance, and other carrying charges applicable to barreled whiskey in inventory costs.

Inventories are stated at the lower of cost or net realizable value on the first-in, first-out, or FIFO, method. Inventory valuations are impacted by constantly changing prices paid for key materials. Inventory consists of the following:


	March 31, 2026		December 31, 2025
Finished goods	$	45,949	$	42,263
Barreled distillate (bourbons and other whiskeys)	316,257		301,665
Raw materials	28,949		25,534
Work in process	1,408		2,782
Maintenance materials	9,404		9,097
Other	1,140		1,400
Total	$	403,107	$	382,741

Revenue Recognition. Revenue is recognized when control of the promised goods or services, through performance obligations by the Company, is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for the performance obligations. The term between invoicing and when payment is due is not significant and the period between when the entity transfers the promised good or service to the customer and when the customer pays for that good or service is generally one year or less.

Revenue is recognized for the sale of products at the point in time finished products are delivered to the customer in accordance with shipping terms. This is a faithful depiction of the satisfaction of the performance obligation because, at the point control passes to the customer, the customer has legal title and the risks and rewards of ownership have transferred, and the customer has a present obligation to pay.

The Distilling Solutions segment routinely enters into bill and hold arrangements, whereby the Company produces and sells aged and unaged distillate to customers, and the product is barreled at the customer’s request and warehoused by the Company for an extended period of time in accordance with directions received from the Company’s customers. Even though the aged and unaged distillate remains in the Company’s possession, a sale is recognized at the point in time when the customer obtains control of the product. Control is transferred to the customer in bill and hold transactions when the custome

SEC Form 10-Q filed by MGP Ingredients Inc.