All In for the Future
2020 ANNUAL REPORT
L E A D E R S H I P S T R E N G T H S
• A leading U.S. supplier of premium bourbons, whiskeys, gins and vodkas
• Largest U.S. supplier of rye whiskey
• Largest U.S. supplier of distilled gin
• Largest U.S. supplier of specialty wheat proteins and starches
L E T T E R F R O M T H E C H A I R M A N & T H E C E O
To our Shareholders,
2020 was a year that presented significant challenges and opportunities to the global economy as well as to our company. The
year began with a global pandemic that threatened the health and wellness of the population with a resulting level of uncertainty
on the global economy. It required us to re-evaluate how we operate our business and deliver products to our many customers
across the food, beverage alcohol and industrial alcohol landscape during the evolution of the pandemic. Our organization rose
to the challenge and delivered a record year of performance in consolidated revenue, gross profit, gross margins and operating
income.
During the year, we focused the organization against the key positive consumer trends that continue to provide opportunity to
grow our business profitably. The first trend is the continued consumer interest and momentum in the American Whiskey category.
We experienced a record year in our combined aged and new distillate whiskey revenue, gross profit, and gross margins. In the first
few months of the pandemic customer demand for our American Whiskey products shifted away from craft distillers, as on-premise
sales were limited, towards a higher percentage to national and multi-national customers as off-premise sales experienced significant
growth. During the back half of the year and particularly in the fourth quarter, craft distillers’ demand returned to more historical
levels as on-premise activity increased, and we continued to experience strong demand from national and multi-national customers
as well.
The second consumer trend is the movement to a diet that consists of more plant-based nutrition. Our Ingredient Solutions
segment delivered a record year of revenue, gross profit and gross margins, as our product portfolio delivered outstanding product
efficacy to our many customers in the baking, pasta and snack food categories. In particular, we experienced significant revenue
and gross profit growth in our Fibersym specialty starch and Arise specialty protein products as the consumer demand for lower
net carbohydrate and higher protein diets continue to grow in popularity.
Our spirits brands also experienced a record year in case volume, revenue and gross profit. Although a small but growing com-
ponent of our overall business, we had great success with the launch of single barrel programs for George Remus Straight Bourbon
Whiskey and Rossville Union Rye Whiskey, along with the release of Remus Repeal Reserve Series IV Straight Bourbon Whiskey. Also
during the first quarter of the year, we completed the successful acquisition of New Columbia Distillers in Washington D.C., including
the Green Hat Gin brand. This super premium gin served as the basis for three additional expressions that launched in early 2021.
We also spent considerable time during the year evaluating opportunities to increase the long-term value creation for our
shareholders by adding products to our portfolio that provide higher margins and more predictable revenue and earnings ca-
pability in attractive categories. As a result, in January of 2021 we announced a definitive merger agreement with Luxco, Inc., a
branded spirits company with a 60-year history of success. This transaction provides the opportunity to more fully participate in
the branded spirits category on a national and international level, and adds meaningful diversification to our overall business. We
believe this transaction will allow for future growth, both organically as we continue to invest in the brands, as well as providing a
platform for future acquisition opportunities.
In closing, we would like to thank Gus Griffin, our former CEO and President, for his years of leadership and service that posi-
tioned the company for long-term success and wish him well in his retirement. We look forward to 2021 and continuing to deliver
against our long-term strategy and creating value for our shareholders.
Sincerely,
Sincerely,
Karen L. Seaberg
Chairman of the Board
April 26, 2021
David J. Colo
President & CEO
April 26, 2021
It is a great honor as a third generation member of my family to serve as Chairperson of your Board of Directors. Adding special significance to this role in 2016 is that we are celebrating the 75th anniversary of MGP’s founding by my grandfather, Cloud L. Cray, Sr.While we reflect on past accomplishments and milestones, it is also time to celebrate the present, as well as the potential that lies ahead. We truly are in one of the most exciting periods in the Company’s history.Under the leadership of Gus Griffin, President and CEO, and through the hard work and dedication of all personnel, MGP made great strides in 2015, setting a strong pace for moving forward. It was a noteworthy year in many respects, which included a significant increase in operating performance compared to the prior 12 months, and a monumental turnaround compared to just two years ago.Initiatives supporting the five growth strategies that make up our strategic plan, Building Our Legacy, underlie our progress. These initiatives, which are described in more detail later in this report, were implemented in varying degrees and scope across the entire Company. It has taken people to put them in motion and to keep the momentum going. Like my father, Cloud L. “Bud” Cray, and my husband, Ladd Seaberg, who served as Board Chairs before me, I have never been more proud of our employees and genuinely believe them to be MGP’s greatest asset.The individuals who manage and faithfully carry out the day-to-day functions of our business are the real reason for the Company’s longevity and the link between our past, present and future. They are the stewards of a well-established company culture centered around a family environment and committed to serving others with the highest quality, unparalleled expertise and service. This can certainly be seen in the workplace, but also in community settings where MGP has maintained an unbroken commitment since its beginning to strongly support educational endeavors, quality of life enhancement projects, and the general health and well-being of our neighbors.We have an exceptionally strong Board of highly talented visionaries who represent a wide range of disciplines and sectors of the business community. The broad spectrum of individual and collective knowledge, experience and insights of my fellow Directors is both impressive and tremendously valuable.With the guidance of our Directors and the diligent, unstoppable efforts of MGP’s management and employees, we are living our mission. The evidence can be seen in our financial performance and in so many other ways that might not be quite as obvious. All of this translates to a strengthening of our abilities to reward our shareholders, employees and other valued stakeholders through the sustainability of a profitable business over the long term. In closing, I again want to express my excitement and to thank you for your support and confidence as a loyal shareholder. We are 75 years strong and look forward to celebrating many more milestones over countless years and decades of growing achievements. Karen L. SeabergChairperson of the BoardApril 8, 2016LETTER FROM THE CHAIRPERSONDear Shareholders:MGP INGREDIENTS 3 Karen L. Seaberg
Chairman of the Board
MGP Ingredients, Inc.
James L. Bareuther
Former Chief Operating Officer
Brown-Forman
David J. Colo
President & CEO
MGP Ingredients, Inc.
David J. Colo
President & CEO
Brandon M. Gall
Vice President of Finance
and CFO
David E. Rindom
Vice President and CAO
B O A R D O F D I R E C T O R S
Terrence P. Dunn
Former President and CEO
J.E. Dunn Construction Group Inc.
Anthony P. Foglio
Chairman
Hotaling & Co
Lynn M. Jenkins
Former U.S. Representative
State of Kansas
Lori L.S. Mingus
Principal
Torpa Design Co.
Kerry A. Walsh Skelly
Former Senior Vice President
of Corporate Affairs
Brown-Forman
M. Jeannine Strandjord
Former Chief Integration Officer
and Senior Financial and
Management Executive
Sprint Corporation
E X E C U T I V E L E A D E R S H I P T E A M
Michael R. Buttshaw
Vice President of Ingredient Solutions
Sales and Marketing
Thomas J. Lynn
General Counsel and
Corporate Secretary
David E. Dykstra
Vice President of Alcohol Sales and Marketing
Stephen J. Glaser
Vice President of Production
and Engineering
Clodualdo “Ody” Maningat, Ph.D.
Vice President of Research and
Development and CSO
David S. Bratcher
President of Branded Spirits
2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF
1934
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
☐ 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
(State or Other Jurisdiction
of Incorporation or Organization)
100 Commercial Street, Box 130
Atchison, Kansas
(Address of Principal Executive Offices)
45-4082531
(I.R.S. Employer
Identification No.)
66002
(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
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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. 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). 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
Non-accelerated filer
☐
☐
(do not check if smaller reporting
company)
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 has filed a report on and attestation to its management's assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, as reported by NASDAQ on June 30, 2020, was $480,094,591.
The number of shares of the registrant’s common stock, no par value ("Common Stock") outstanding as of February 19, 2021 was
16,919,797.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference:
(1)
Portions of the MGP Ingredients, Inc. Proxy Statement for the Annual Meeting of Stockholders to be held on June
17, 2021 are incorporated by reference into Part III of this report to the extent set forth herein.
PART I
PART II
CONTENTS PAGE
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases
of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosure About Market Risk
Item 8.
Financial Statements and Supplementary Data
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income - Years Ended December 31, 2020, 2019, and 2018
Consolidated Statements of Comprehensive Income - Years Ended December 31, 2020,
2019, and 2018
Consolidated Balance Sheets - December 31, 2020 and 2019
Consolidated Statements of Cash Flows – Years Ended December 31, 2020, 2019, and 2018
Consolidated Statements of Changes in Stockholders’ Equity – Years Ended December 31,
2020, 2019, and 2018
Notes to Consolidated Financial Statements – Years Ended December 31, 2020, 2019, and
2018
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A
Controls and Procedures
Item 9B.
Other Information
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
PART IV
SIGNATURES
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
The calculation of the aggregate market value of the Common Stock held by non-affiliates is based on the assumption that
affiliates include directors and executive officers. Such assumption does not constitute an admission by the Company or
any director or executive officer that any director or executive officer is an affiliate of the Company.
1
6
17
17
17
17
17
19
20
35
36
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37
39
40
41
42
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44
63
63
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ITEM 1. BUSINESS
PART I
MGP Ingredients, Inc. was incorporated in 2011 in Kansas, continuing a business originally founded by Cloud L. Cray, Sr.
in Atchison, Kansas in 1941. As used herein, the term "MGP," "Company," "we," "our," or "us" refers to MGP
Ingredients, Inc. and its subsidiaries unless the context indicates otherwise. In this document, for any references to Note 1
through Note 15 refer to the Notes to Consolidated Financial Statements in Item 8.
AVAILABLE INFORMATION
We make available through our website (www.mgpingredients.com) under "For Investors," free of charge, our annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, special reports and other information,
and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such material with
the Securities and Exchange Commission ("SEC").
The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC, including the Company. The address of the SEC site is http://www.sec.gov.
METHOD OF PRESENTATION
All amounts in this report, except for shares, par values, bushels, gallons, pounds, mmbtu, proof gallons, per share, per
bushel, per gallon, per proof gallon, and percentage amounts are shown in thousands, unless otherwise noted.
GENERAL INFORMATION
MGP is a leading producer and supplier of premium distilled spirits and specialty wheat protein and starch food
ingredients. Distilled spirits include premium bourbon and rye whiskeys and grain neutral spirits ("GNS"), including vodka
and gin. MGP is also a top producer of high quality industrial alcohol for use in both food and non-food applications. Our
protein and starch food ingredients provide a host of functional, nutritional, and sensory benefits for a wide range of food
products to serve the packaged goods industry. Our distillery products are derived from corn and other grains, and our
ingredient products are derived primarily from wheat flour. The majority of our distillery and ingredient product sales are
made directly, or through distributors, to manufacturers and processors of finished packaged goods or to bakeries.
Recent Developments
Acquisition of Luxco. On January 22, 2021, we entered into a definitive agreement to acquire Luxco, Inc., and its
affiliated companies ("Luxco"). Luxco is a leading branded beverage alcohol company across various categories, with a
more than 60-year business heritage. As a result of the Luxco acquisition, we expect to increase our scale and market
position in the branded-spirits sector and strengthen our platform for future growth of higher valued-added products.
Under the terms of the agreement, Luxco shareholders will receive $237,500 in cash (less assumed indebtedness) and
5,007,833 shares of MGP Common Stock. The purchase price is subject to customary purchase price adjustments,
including working capital, which adjustments are anticipated to be paid in cash. The transaction is anticipated to be
completed during the first half of 2021, subject to regulatory approvals and customary closing conditions (See Part I, Item
1A - Risk Factors and Note 15 for additional information).
INFORMATION ABOUT SEGMENTS
As of December 31, 2020, we had two reportable segments: Distillery Products and Ingredient Solutions.
1
Distillery Products Segment. We process corn and other grains (including rye, barley, wheat, barley malt, and milo) into
food grade alcohol and distillery co-products, such as distillers feed (commonly called dried distillers grain in the industry),
fuel grade alcohol, and corn oil. We also provide warehouse services, including barrel put away, barrel storage, and barrel
retrieval services, as well as blending services. We have certain contracts with customers to supply distilled products (or
"distillate"), as well as certain contracts with customers to provide barreling and warehousing services. Contracts with
customers may be monthly, annual, and multi-year with periodic reviews of pricing. Sales of fuel grade alcohol are made
on the spot market. Since 2015, our Distillery Products segment includes production and sales of our own branded alcohol
products, including sales under the following brands: TILL® American Wheat Vodka, George Remus® Straight Bourbon
Whiskey, Remus Repeal Reserve® Straight Bourbon Whiskey, Tanner’s Creek® Blended Bourbon Whiskey, Rossville
Union® Straight Rye Whiskey, Eight & Sand Blended Bourbon Whiskey and Green Hat® Gin. During 2020, our five
largest Distillery Products customers, combined, accounted for 18.9 percent of our consolidated sales.
Food Grade Alcohol - The majority of our distillery capacities are dedicated to the production of high quality, high
purity food grade alcohol for beverage and industrial applications.
Food grade alcohol sold for beverage applications, premium beverage alcohol, consists primarily of premium bourbon
and rye whiskeys ("brown goods") and GNS, including vodka and gin ("white goods"). Our premium bourbon is
created by distilling grains, primarily corn. Our whiskey is made from fermented grain mash, including rye and corn.
Our whiskeys are sold as aged and unaged distillate, which may be further aged by our customers or warehoused at our
facilities, and are sold at various proof concentrations. Our GNS is sold in bulk quantities at various proof
concentrations. Our gin is created by redistilling GNS together with proprietary formulations of botanicals or botanical
oils.
Food grade industrial alcohol is used as an ingredient in foods (e.g., vinegar and food flavorings), personal care
products (e.g., hair sprays and hand sanitizers), cleaning solutions, pharmaceuticals, and a variety of other
products. We sell food grade industrial alcohol in tank truck or rail car quantities direct to a number of industrial
processors.
Fuel grade alcohol - Fuel grade alcohol is sold primarily for blending with gasoline to increase the octane and oxygen
levels of the gasoline. As an octane enhancer, fuel grade alcohol can serve as a substitute for lead and petroleum-based
octane enhancers. As an oxygenate, fuel grade alcohol has been used in gasoline to meet certain environmental
regulations and laws relating to air quality by reducing carbon monoxide, hydrocarbon particulates, and other toxic
emissions generated from the burning of gasoline. We produce fuel grade alcohol as a co-product of our food grade
alcohol business at our Atchison facility.
Distillers Feed and related Co-Products - The bulk alcohol co-products sales include distillers feed and corn oil.
Distillers feed is principally derived from the mash from alcohol processing operations. The mash is dried and sold
primarily to processors of animal feeds as a high protein additive. In addition, we produce corn oil as a value added co-
product through a corn oil extraction process at our Atchison facility.
Warehouse Services - Customers who purchase barreled distillate may, and in most cases do, also enter into separate
warehouse service agreements with us for the storage of product for aging. Services under warehouse agreements
include barrel put away, barrel storage, and barrel retrieval, as well as blending services.
Ingredient Solutions Segment. Our Ingredient Solutions segment consists primarily of specialty wheat starches, specialty
wheat proteins, commodity wheat starches, and commodity wheat proteins. Contracts with Ingredient Solutions customers
are generally price, volume, and term agreements, which are fixed-term contracts, with very few agreements longer than 12
months in duration. During 2020, our five largest Ingredient Solutions customers, combined, accounted for 13.4 percent of
our consolidated sales.
Specialty Wheat Starches - Wheat starch is derived from the carbohydrate-bearing portion of wheat flour. We produce
a premium wheat starch powder by extracting the starch from the starch slurry, substantially free of all impurities and
then dry the starch in spray, flash, or drum dryers.
A substantial portion of our premium wheat starch is altered during processing to produce certain unique specialty
wheat starches designed for special applications. We sell our specialty wheat starches on a global basis, primarily to
food processors and distributors.
2
We market our specialty wheat starches under the trademarks Fibersym® Resistant Starch series, FiberRite® RW
Resistant Starch, Pregel® Instant Starch series, and Midsol® Cook-up Starch series. They are used primarily for food
applications as an ingredient in a variety of food products to affect their nutritional profile, appearance, texture,
tenderness, taste, palatability, cooking temperature, stability, viscosity, binding, and freeze-thaw
characteristics. Important physical properties contributed by wheat starch include whiteness, clean flavor, viscosity,
and texture. For example, our starches are used to improve the taste and texture of cream puffs, éclairs, puddings, pie
fillings, breading, and batters; to improve the size, symmetry, and taste of angel food cakes; to alter the viscosity of
soups, sauces, and gravies; to improve the freeze-thaw stability and shelf life of fruit pies and other frozen foods; to
improve moisture retention in microwavable foods; and to add stability and to improve texture in frostings, mixes,
glazes, and sugar coatings.
Our wheat starches, as a whole, generally compete primarily with corn starch, which dominates the United States starch
market. Additionally, our wheat starches compete with potato and tapioca. However, the unique characteristics of our
specialty wheat starches provide a number of advantages over other starches for certain functionality in baking and
pasta end uses.
Specialty Wheat Proteins - We have developed a number of specialty wheat proteins for food applications. Specialty
wheat proteins are derived from vital wheat gluten through a variety of proprietary processes which change its
molecular structure. Specialty wheat proteins for food applications include the products Arise® and Proterra®.
We produce clean label ingredients under our Arise® line of wheat protein isolates. Along with Arise® 8000, this series
includes Arise® 8100 and Arise® 8200. Each of these ingredients is also Non-Genetically Modified Organism ("Non-
GMO") Project Verified. We also offer a Non-GMO Project Verified food ingredients portfolio of Proterra® 1000,
Proterra® 2000, and plant protein combinations textured and ready for meat replacement applications. Additionally, we
offer gluten free textured pea proteins.
Our specialty wheat proteins generally compete with other ingredients and modified proteins having similar
characteristics, primarily soy proteins and other wheat proteins, with differentiation being based on factors such as
functionality, price, and, in the case of food applications, flavor.
Commodity Wheat Starches - As is the case with value added wheat starches, our commodity wheat starches have both
food and non-food applications, but such applications are more limited than those of value added wheat starches and
typically sell for a lower price in the marketplace. Commodity wheat starches compete primarily with other commodity
starches, corn starches and tapioca. Marketplace prices generally track the fluctuations in the overall commodity
markets in this category.
Commodity Wheat Proteins - Commodity wheat protein, or vital wheat gluten, is a free-flowing light tan powder which
contains approximately 75 percent protein. When we process wheat flour to derive starch, we also derive vital wheat
gluten. Vital wheat gluten is added by bakeries and food processors to baked goods, such as breads, and to pet foods,
cereals, processed meats, and fish and poultry to improve the nutritional content, texture, strength, shape, and volume of
the product. The neutral flavor and color of vital wheat gluten also enhances the flavor and color of certain foods. The
cohesiveness and elasticity of the gluten enables the dough in wheat and other high protein breads to rise and to support
added ingredients, such as whole cracked grains, raisins and fibers. This allows bakers to make an array of different
breads by varying the gluten content of the dough. Vital wheat gluten is also added to white breads, hot dog buns, and
hamburger buns to improve the strength and cohesiveness of the product. Additionally, our wheat gluten is being used
in more vegan and vegetarian food options than in years past. This is a relatively new application and is generating
additional volume opportunities in this segment.
COMPETITIVE CONDITION
While we believe that the overall market environment offers considerable growth opportunities for us in 2021 and beyond,
the markets in which our products are sold are competitive. Our products compete against similar products of many large
and small companies. In our Distillery Products segment, competition is based primarily on product innovation, product
characteristics, functionality, price, service, and quality factors, such as flavor. In our Ingredient Solutions segment,
competition is based primarily on product innovation, product characteristics, price, name, color, flavor, or other properties
that affect how the ingredient is being used.
3
PATENTS, TRADEMARKS, AND LICENSES
We are involved in a number of patent-related activities, primarily within our Ingredient Solutions segment. We have filed
patent applications to protect a range of inventions made in our research and development efforts, including inventions
relating to applications for our products. Some of these patents or licenses cover significant product formulation and
processes used to manufacture our products.
SEASONALITY
Sales for some of our products, including brown goods, can fluctuate from period to period due to inherent demands and
timing of our customers needs; however, our sales are generally not seasonal.
TRANSPORTATION
Historically, our output has been transported to customers by truck and rail, most of which is provided by common carriers.
We use third party transportation companies to help us manage truck and rail carriers who deliver our products to our
North American customers as well as overseas shipments to our international customers.
RAW MATERIALS, PACKAGING MATERIALS, AND FOOD GRADE ALCOHOL
Our principal Distillery Products segment raw materials, or input costs, are corn and other grains (including rye, barley,
wheat, barley malt, and milo), which are processed into food grade alcohol and distillery co-products consisting of distillers
feed, fuel grade alcohol, and corn oil. Our principal Ingredient Solutions segment raw material is wheat flour, which is
processed into starches and proteins. The cost of grain and wheat flour has, at times, been subject to substantial fluctuation.
In 2020, we purchased most of our grain requirements from two suppliers, Bunge Milling, Inc. ("Bunge") and Consolidated
Grain and Barge Co. ("CGB"). Our current grain supply contracts with Bunge and CGB expire on December 31, 2021 and
December 31, 2023, respectively. Through these contracts, we purchase grain for delivery into the future at negotiated
prices based on several factors. We also order wheat flour for delivery into the future at negotiated prices based on several
factors. We purchase most of our wheat flour through a supply contract with Ardent Mills, which expires August 20, 2023.
We typically enter contracts for future delivery only to protect margins on contracted alcohol sales, expected ingredient
sales, and general usage.
Our principal packaging material for our Distillery Products segment is oak barrels. Both new and used barrels are utilized
for the aging of premium bourbon and rye whiskeys. We purchase oak barrels from multiple suppliers and some customers
supply their own barrels.
We also source food grade alcohol from Pacific Ethanol Central, LLC ("Pacific Ethanol"), formerly Illinois Corn
Processing, LLC ("ICP").
ENERGY
Natural gas is an input cost used to operate boilers to make steam heat. We procure natural gas for our facilities in the open
market from various suppliers. We have a risk management program whereby we may purchase contracts for the delivery
of natural gas for delivery into the future at negotiated prices based on several factors, or we can purchase futures contracts
on the exchange. Historically, prices of natural gas have been higher in the late fall and winter months than during other
periods.
All of our electricity needs for both our Atchison and Lawrenceburg facilities is sourced from renewable wind power.
Through an agreement with a supplier, we purchase renewable energy credits. The wind energy, equal in value to the
credits, will then be sourced from wind farms in Kansas and added to the overall energy grid system.
4
HUMAN CAPITAL
As of December 31, 2020, we had a total of 360 employees. A collective bargaining agreement, covering 103 employees
at the Atchison facility, expires on August 31, 2024. A collective bargaining agreement, covering 64 employees at the
Lawrenceburg facility, expires on December 31, 2022. We have not experienced any recent work stoppages, and we
consider our relationship with our employees to be good. Headcount by facility is as follows:
Atchison, Kansas - 237
Lawrenceburg, Indiana - 120
•
•
• Washington, D.C. - 3
We believe our employees are key to achieving our business objectives. Our key human capital measures include
employee safety, turnover, absenteeism and productivity. We frequently benchmark our compensation practices and
benefits programs against those of comparable industries and in the geographic areas where our facilities are located. We
believe that our compensation and employee benefits are competitive and allow us to attract and retain skilled and unskilled
labor throughout our organization. Our notable health, welfare and retirement benefits include:
•
•
•
•
Company subsidized health insurance
401(k) Plan with Company matching contributions
Tuition assistance program
Paid time off
Employee safety is one of our top priorities. We develop and administer company-wide policies designed to ensure the
safety of each team member and compliance with Occupational Safety and Health Administration ("OSHA") standards.
This includes a program called Safety Up, which promotes safety from the plant floor up and includes employee-led safety
meetings, training and assessments, and weekly safety audits. Throughout the COVID-19 pandemic we were deemed an
essential employer and continued to operate with COVID-19 prevention protocols in place to minimize the risk of the
spread of COVID-19 in our workplaces. Many of our administrative staff were encouraged or required to work from
home. These protocols remain in place and will continue so long as the pandemic continues.
Our Company strives for workforce retention. We have programs for continuing education through our MGP University
and also provide tuition reimbursement. New and open positions are posted for our current workforce to apply for and
internal promotions are encouraged.
We strive to maintain an inclusive environment free from discrimination of any kind, including sexual or other
discriminatory harassment. Our employees have multiple avenues available through which inappropriate behavior can be
reported, including a confidential hotline. Our policies require all reports of inappropriate behavior to be promptly
investigated with appropriate action taken.
REGULATION
We are subject to a broad range of federal, state, local, and foreign laws and regulations intended to protect public health
and the environment. Our operations are also subject to regulation by various federal agencies, including the Alcohol and
Tobacco Tax Trade Bureau ("TTB"), OSHA, the Food and Drug Administration ("FDA"), the United States Environmental
Protection Agency ("EPA"), and by various state and local authorities. Such laws and regulations cover virtually every
aspect of our operations, including production and storage facilities, distillation and maturation requirements, importing
ingredients, distribution of beverage alcohol products, marketing, pricing, labeling, packaging, advertising, water usage,
waste water discharge, disposal of hazardous wastes and emissions, and other matters. In addition, beverage alcohol
products are subject to customs, duties or excise taxation in many countries, including taxation at the federal, state, and
local level in the United States.
5
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Our officers as of December 31, 2020 and their ages as of February 25, 2021:
Name
David J. Colo
Age Principal Occupation and Business Experience
58
President and Chief Executive Officer for the Company since May 2020 and member of the
Board of Directors for the Company since August 2015. President, Chief Executive Officer
and director of SunOpta from February 2017 to February 2019. Executive Vice President and
Chief Operating Officer of Diamond Foods, Inc. from 2013 to March 2016. Executive Vice
President of Global Operations and Supply Chain for Diamond Foods, Inc. from 2012 to 2013.
Brandon M. Gall
39 Vice President, Finance and Chief Financial Officer for the Company since April 2019.
Corporate Controller for the Company from June 2018 to March 2019. Director of Supply
Chain and New Business Development Finance for the Company from May 2014 to May
2018. Director of Financial Planning and Analysis for the Company from January 2012 to
April 2014.
Stephen J. Glaser
60 Vice President, Production and Engineering for the Company since October 2015. Corporate
Director of Operations for the Company from January 2014 to October 2015. Plant Manager
for the Company of the Atchison facility from May 2011 to December 2013.
David E. Dykstra
57 Vice President, Alcohol Sales and Marketing for the Company since 2009.
Michael R. Buttshaw
58 Vice President, Ingredient Sales and Marketing for the Company since December 2014. Vice
President of Sales for the ingredient group at Southeastern Mills, Inc. from October 2010 to
November 2014.
David E. Rindom
65 Vice President and Chief Administrative Officer for the Company since December 2015. Vice
Andrew P. Mansinne
President, Human Resources for the Company from June 2000 to December 2015.
61 Vice President, Brands for the Company since November 2016. Managing director at
Intercontinental Beverage Capital and President of Tattico Strategies from March 2015 to
October 2016. President of Aveniu Brands from May 2010 to April 2014.
ITEM 1A. RISK FACTORS
Our business is subject to certain risks and uncertainties that could cause actual results and events to differ materially from
forward looking statements. The following discussion identifies those which we consider to be most important. The
following discussion of risks is not all inclusive. Additional risks not currently known to us or that we currently deem to be
immaterial may also materially and adversely affect our business, financial condition, or results of operations.
RISKS THAT AFFECT OUR BUSINESS AS A WHOLE
An interruption of operations or a catastrophic event at our facilities could negatively affect our business.
Although we maintain insurance coverage for various property damage and loss events, an interruption in or loss of
operations at either of our production facilities could reduce or postpone production of our products, which could have a
material adverse effect on our business, results of operations, or financial condition. To the extent that our value added
products rely on unique or proprietary processes or techniques, replacing lost production by purchasing from outside
suppliers would be difficult.
In November 2020 a dryer at our Atchison facility was destroyed in a fire, resulting in an interruption in operations at our
Atchison facility. We had significant property damage. The Company’s insurance is expected to provide coverage for
property damage and business interruption losses, but there can be no assurance as to the amount or timing of possible
insurance recoveries if ultimately claimed by the Company.
Our customers store a substantial amount of barreled inventory of aged premium bourbon and rye whiskeys at our
Lawrenceburg facility and our nearby warehouses in Williamstown, Kentucky and Sunman, Indiana. If a catastrophic
event were to occur at our Lawrenceburg facility or our warehouses, our customers' business could be adversely affected.
The loss of a significant amount of aged inventory through fire, natural disaster, or otherwise could result in customer
claims against us, liability for customer losses, and a reduction of warehouse services revenue.
6
We also store a substantial amount of our own inventory of aged premium bourbon and rye whiskeys at our Lawrenceburg
facility and our nearby warehouses. If a catastrophic event were to occur at our Lawrenceburg facility or our nearby
warehouses, our business, financial condition, or results of operations could be adversely affected. The loss of a significant
amount of our aged inventory through fire, natural disaster, or otherwise, could result in a reduction in supply of the
affected product or products and could affect our long-term growth.
A disruption in transportation services could negatively affect our business.
A disruption in transportation services could result in difficulties supplying materials to our facilities and impact our ability
to deliver products to our customers in a timely manner, and our business, financial condition, or results of operations
could be adversely affected.
Our profitability is affected by the costs of grain, wheat flour, and natural gas, or input costs, that we use in our
business, the availability and costs of which are subject to weather and other factors beyond our control. We may
not be able to recover the costs of commodities and energy by increasing our selling prices.
Grain and wheat flour costs are a significant portion of our costs of goods sold. Historically, the cost of such raw materials
has, at times, been subject to substantial fluctuation, depending upon a number of factors which affect commodity prices in
general and over which we have no control. These include crop conditions, weather, disease, plantings, government
programs and policies, competition for acquisition of inputs such as agricultural commodities, purchases by foreign
governments, and changes in demand resulting from population growth and customer preferences. The price of natural gas
also fluctuates based on anticipated changes in supply and demand, weather, and the prices of alternative
fuels. Fluctuations in the price of commodities and natural gas can be sudden and volatile at times and have had, from time
to time, significant adverse effects on the results of our operations. Higher energy costs could result in higher
transportation costs and other operating costs.
We do not enter into futures and options contracts ourselves because we can purchase grain and wheat flour for delivery
into the future under our grain and wheat flour supply agreements. We intend to contract for the future delivery of grain
and wheat flour only to protect margins on expected sales. On the portion of volume not contracted, we attempt to recover
higher commodity costs through higher selling prices, but market considerations may not always permit this result. Even
where prices can be adjusted, there is likely a lag between when we experience higher commodity or natural gas costs and
when we might be able to increase prices. To the extent we are unable to timely pass increases in the cost of raw materials
to our customers under sales contracts, market fluctuations in the cost of grain, natural gas, and ethanol may have a
material adverse effect on our business, financial condition, or results of operations.
We have a high concentration of certain raw material and finished goods purchases from a limited number of
suppliers which exposes us to risk.
We have signed supply agreements with Bunge and CGB for our grain supply (primarily corn) and with Ardent Mills for
our wheat flour. The Company also procures some textured wheat proteins through a third-party toll manufacturer in the
United States. If any of these companies encounters an operational or financial issue, or otherwise cannot meet our supply
demands, it could lead to an interruption in supply to us and/or higher prices than those we have negotiated or than are
available in the market at the time, and in turn, have a material adverse effect on our business, financial condition, or
results of operations.
The markets for our products are very competitive, and our business could be negatively affected if we do not
compete effectively.
The markets for products in which we participate are very competitive. Our principal competitors in these markets have
substantial financial, marketing, and other resources, and several are much larger enterprises than us. In recent years, the
global beverage alcohol industry has continued to experience consolidation. Industry consolidation can have varying
degrees of impact, including the creation of new and larger competitors.
7
We are dependent on being able to generate sales and other operating income in excess of the costs of products sold in
order to obtain margins, profits, and cash flows to meet or exceed our targeted financial performance measures.
Competition is based on such factors as product innovation, product characteristics, product quality, pricing, color, and
name. Pricing of our products is partly dependent upon industry capacity, which is impacted by competitor actions to bring
online idled capacity or to build new production capacity. If market conditions make our products too expensive for use in
consumer goods, our revenues could be affected. If our principal competitors were to decrease their pricing, we could
choose to do the same, which could adversely affect our margins and profitability. If we did not do the same, our revenues
could be adversely affected due to the potential loss of sales or market share. Our revenue growth could also be adversely
affected if we are not successful in developing new products for our customers or as a result of new product introductions
by our competitors. In addition, more stringent new customer demands may require us to make internal investments to
achieve or sustain competitive advantage and meet customer expectations.
Work disruptions or stoppages by our unionized workforce could cause interruptions in our operations.
As of December 31, 2020, approximately 167 of our 360 employees were members of a union. Although our relations with
our two unions are stable, there is no assurance that we will not experience work disruptions or stoppages in the future,
which could have a material adverse effect on our business, financial condition, or results of operations and could adversely
affect our relationships with our customers.
If we were to lose any of our key management personnel, we may not be able to fully implement our strategic plan,
our system of internal controls could be impacted.
We rely on the continued services of key personnel involved in management, finance, product development, sales,
manufacturing and distribution, and, in particular, upon the efforts and abilities of our executive management team. The
loss of service of any of our key personnel could have a material adverse effect on our business, financial condition, results
of operations, and on our system of internal controls.
If we cannot attract and retain key management personnel, or if our search for qualified personnel is prolonged, our system
of internal controls may be affected, which could lead to an adverse effect on our business, financial condition, or results of
operations. In addition, it could be difficult, time consuming, and expensive to replace any key management member or
other critical personnel, and no guarantee exists that we will be able to recruit suitable replacements or assimilate new key
management personnel into our organization.
Covenants and other provisions in our credit arrangements could hinder our ability to operate. Our failure to
comply with covenants in our credit arrangements could result in the acceleration of the debt extended under such
agreements, limit our liquidity, and trigger other rights of our lenders.
Our credit arrangements (Note 5) contain a number of financial and other covenants that include provisions which require
us, in certain circumstances, to meet certain financial tests. These covenants could hinder our ability to operate and could
reduce our profitability. The lender may also terminate or accelerate our obligations under our credit arrangements upon
the occurrence of various events in addition to payment defaults and other breaches. Any acceleration of our debt or
termination of our credit arrangements would negatively impact our overall liquidity and might require us to take other
actions to preserve any remaining liquidity. Although we anticipate that we will be able to meet the covenants in our credit
arrangements, there can be no assurance that we will do so, as there are a number of external factors that affect our
operations over which we have little or no control, that could have a material adverse effect on our business, financial
condition, or results of operations.
8
Product recalls or other product liability claims could materially and negatively affect our business.
Selling products for human consumption involves inherent legal and other risks, including product contamination, spoilage,
product tampering, allergens, or other adulteration. We could decide to, or be required to, recall products due to suspected
or confirmed product contamination, adulteration, misbranding, tampering, or other deficiencies. Although we maintain
product recall insurance, product recalls or market withdrawals could result in significant losses due to their costs, the
destruction of product inventory, and lost sales due to the unavailability of the product for a period of time. We could be
adversely affected if our customers lose confidence in the safety and quality of certain of our products, or if consumers lose
confidence in the food and beverage safety system generally. Negative attention about these types of concerns, whether or
not valid, may damage our reputation, discourage consumers from buying our products, or cause production and delivery
disruptions.
We may also suffer losses if our products or operations cause injury, illness, or death. In addition, we could face claims of
false or deceptive advertising or other criticism. A significant product liability or other legal judgment or a related
regulatory enforcement action against us, or a significant product recall, may materially and adversely affect our reputation
and profitability. Moreover, even if a product liability or other legal or regulatory claim is unsuccessful, has no merit, or is
not pursued, the negative publicity surrounding assertions against our products or processes could have a material adverse
effect on our business, financial condition, or results of operations.
We are subject to extensive regulation and taxation, as well as compliance with existing or future laws and
regulations, which may require us to incur substantial expenditures.
We are subject to a broad range of federal, state, local, and foreign laws and regulations intended to protect public health
and the environment. Our operations are also subject to regulation by various federal agencies, including the TTB, OSHA,
the FDA, the EPA, and by various state and local authorities. Such laws and regulations cover virtually every aspect of our
operations, including production and storage facilities, distillation and maturation requirements, importing ingredients,
distribution of beverage alcohol products, marketing, pricing, labeling, packaging, advertising, water usage, waste water
discharge, disposal of hazardous wastes and emissions, and other matters. In addition, beverage alcohol products are
subject to customs, duties, or excise taxation in many countries, including taxation at the federal, state, and local level in
the United States.
Violations of any of these laws and regulations may result in administrative, civil, or criminal fines or penalties being
levied against us, including temporary or prolonged cessation of production, revocation or modification of permits,
performance of environmental investigatory or remedial activities, voluntary or involuntary product recalls, or a cease and
desist order against operations that are not in compliance with applicable laws. These laws and regulations may change in
the future and we may incur material costs in our efforts to comply with current or future laws and regulations. These
matters may have a material adverse effect on our business, financial condition, or results of operations.
Tariffs imposed by the U.S. and those imposed in response by other countries, as well as rapidly changing trade
relations, could negatively impact our customers and have a material adverse effect on our business and results of
operations.
Changes in U.S. and foreign governments' trade policies have resulted in, and may continue to result in, tariffs on imports
into and exports from the U.S. The U.S. has imposed tariffs on imports from several countries, including those in the
European Union. In response, the European Union has proposed or implemented their own tariffs on certain products
including ours and our customers. Such retaliatory tariffs continue to remain in place and other countries may implement
similar tariffs in the future. Any further deterioration of economic relations between the U.S. and other countries or any
increase in existing tariffs or the imposition of additional tariffs could result in an increase in the price of our and our
customer's products in those countries and could prompt consumers in those countries to seek alternative products. Any
resulting impact on the continued growth on our or of our customer's business could potentially impact our financial
performance and results of operations.
9
A failure of one or more of our key information technology ("IT") systems, networks, processes, associated sites, or
service providers could have a negative impact on our business.
We rely on IT systems, networks, and services, including internet sites, data hosting and processing facilities and tools,
hardware (including laptops and mobile devices), software and technical applications and platforms, some of which are
managed and hosted by third party vendors to assist us in the management of our business. The various uses of these IT
systems, networks, and services include, but are not limited to: hosting our internal network and communication systems;
enterprise resource planning; processing transactions; summarizing and reporting results of operations; business plans, and
financial information; complying with regulatory, legal, or tax requirements; providing data security; and handling other
processes necessary to manage our business. Any failure of our IT systems or those of our third party vendors could
adversely impact our ability to operate. Routine maintenance or development of new IT systems may result in systems
failures, which may have a material adverse effect on our business, financial condition, or results of operations.
Increased IT security threats and more sophisticated cyber crime pose a potential risk to the security of our IT systems,
networks, and services, as well as the confidentiality, availability, and integrity of our data. This could lead to outside
parties having access to our privileged data or strategic information or information regarding our employees, suppliers or
customers. Any breach of our data security systems or failure of our IT systems may have a material adverse impact on
our business operations and financial results. If the IT systems, networks or service providers we rely upon fail to function
properly, or if we or our third party vendors suffer a loss or disclosure of business or other sensitive information due to any
number of causes, including power outages, computer and telecommunications failures, viruses, phishing attempts, cyber-
attacks, malware and ransomware attacks, security breaches, natural disasters, and errors by employees, and the disaster
recovery plans do not effectively address these failures on a timely basis, we may suffer interruptions in our ability to
manage operations and reputational, competitive, or business harm, which may have a material adverse effect on our
business, financial condition, or results of operations. If our critical IT systems or back-up systems or those of our third
party vendors were damaged or ceased to function properly, we might have to make a significant investment to repair or
replace them. If a ransomware attack or other cybersecurity breach occurs, either internally or at our third-party technology
service providers, it is possible we could be prevented from accessing our data which may cause interruptions or delays in
our business, cause us to incur remediation costs or require us to pay ransom to a hacker which takes over our systems, or
damage our reputation. In addition, such events could result in unauthorized disclosure of material confidential
information, and we may suffer financial and reputational damage because of lost or misappropriated confidential
information belonging to us or to our partners, our employees, customers, and suppliers. Additionally, we could be
exposed to potential liability, litigation, governmental inquiries, investigations or regulatory enforcement actions and we
could be subject to the payment of fines or other penalties, legal claims by our suppliers, customers or employees and
significant remediation costs. Although we maintain insurance coverage for various cybersecurity risks, we may incur
costs or financial losses that are either not insured against or not fully covered through our insurance.
Despite the protections we had in place, in May 2020, we were affected by a ransomware attack that temporarily disrupted
production at our Atchison facilities. Our financial information was not affected and there is no evidence that any sensitive
or confidential company, supplier, customer or employee data was improperly accessed or extracted from our network.
The Company’s insurance is expected to provide coverage for business interruption losses, but there can be no assurance as
to the amount or timing of possible insurance recoveries if ultimately claimed by the Company.
Following the attack, we implemented a variety of measures to further enhance our cybersecurity protections and minimize
the impact of any future attack. Cyber threats are constantly evolving however, and although we continually assess and
improve our protections, there can be no guarantee that a future cyber event will not occur.
Damage to our reputation, or that of any of our key customers or their brands, could affect our business
performance.
The success of our products depends in part upon the positive image that consumers have of the third party brands that use
our products. Contamination, whether arising accidentally or through deliberate third party action, or other events that
harm the integrity or consumer support for our and/or our customers’ products could affect the demand for our and/or our
customers’ products. Unfavorable media, whether accurate or not, related to our industry, to us, our products, or to the
brands that use our products, marketing, personnel, operations, business performance, or prospects could negatively affect
our corporate reputation, stock price, ability to attract high quality talent, or the performance of our business. Negative
publicity or commentary on social media outlets could cause consumers to react rapidly by avoiding our brands or by
choosing brands offered by our competitors, which could have a material adverse effect on our business, financial
condition, or results of operations.
10
We may not be able to adequately protect our intellectual property rights or may be accused of infringing
intellectual property rights of third parties.
We regard our trademarks, service marks, copyrights, patents, trade dress, trade secrets, proprietary technology, and similar
intellectual property as critical to our success, and we rely on trademark, copyright, and patent law, trade secret protection,
and confidentiality and/or license agreements with our employees, customers, and others to protect our proprietary rights.
We may not be able to discover or determine the extent of any unauthorized use of our proprietary rights. Third parties that
license our proprietary rights also may take actions that diminish the value of our proprietary rights or reputation. The
protection of our intellectual property may require the expenditure of significant financial and managerial resources.
Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third
parties from infringing or misappropriating our proprietary rights.
Our intellectual property rights may not be upheld if challenged. Such claims, if they are proved, could materially and
adversely affect our business. If we are unable to maintain the proprietary nature of our technologies, we may lose any
competitive advantage provided by our intellectual property. We and our customers and other users of our products may
be subject to allegations that we or they or certain uses of our products infringe the intellectual property rights of third
parties. The outcome of any litigation is inherently uncertain. Any intellectual property claims, with or without merit,
could be time-consuming and expensive to resolve, could divert management attention from executing our business plan,
and could require us or our customers or other users of our products to change business practices, pay monetary damages,
or enter into licensing or similar arrangements. Any adverse determination related to intellectual property claims or
litigation could be material to our business, financial condition, or results of operations.
Climate change, or legal, regulatory or market measures to address climate change, may negatively affect our
business or operations, and water scarcity or quality could negatively impact our production costs and capacity.
Increasing concentrations of carbon dioxide and other greenhouse gases in the atmosphere may have an adverse effect on
global temperatures, weather patterns, and the frequency and severity of extreme weather events and natural disasters. In
the event that climate change, or legal, regulatory, or market measures enacted to address climate change, has a negative
effect on agricultural productivity in the regions from which we procure agricultural products such as corn and wheat, we
could be subject to decreased availability or increased prices for a such agricultural products, which could have a material
adverse effect on our business, financial condition, or results of operations.
Water is the main ingredient in substantially all of our distillery products and is necessary for the production of our food
ingredients. It is also a limited resource, facing unprecedented changes from climate change, increasing pollution, and poor
management. As demand for water continues to increase, water becomes more scarce and the quality of available water
deteriorates, we may be affected by increasing production costs or capacity constraints, which could have a material
adverse effect on our business, financial condition, or results of operations.
Our business may suffer from risks related to acquisitions and potential future acquisitions.
Part of our strategic business plan is to grow our business through acquisitions, and we continue to evaluate and engage in
discussions concerning potential acquisition opportunities, some of which could be material. Failure to successfully
integrate or otherwise realize the anticipated benefits of these acquisitions could adversely impact our long-term
competitiveness and profitability. The integration of any future acquisitions will involve a number of risks that could harm
our financial condition, results of operations and competitive position. In particular:
•
•
•
the integration plans for our acquisitions are based on benefits that involve assumptions as to future events,
including our ability to successfully achieve anticipated synergies, leveraging our existing relationships, as well
as general business and industry conditions, many of which are beyond our control and may not materialize.
Unforeseen factors may offset components of our integration plans in whole or in part. As a result, our actual
results may vary considerably, or be considerably delayed, compared to our estimates;
the integration process could disrupt the activities of the businesses that are being combined. The combination
of companies requires, among other things, coordination of administrative and other functions. In addition, the
loss of key employees, customers or vendors of acquired businesses could materially and adversely impact the
integration of the acquired businesses;
the execution of our integration plans may divert the attention of our management from other key
responsibilities;
11
•
•
we may assume unanticipated liabilities and contingencies; or
our acquisition targets could fail to perform in accordance with our expectations at the time of purchase.
Future acquisitions may be effected through the issuance of our Common Stock or securities convertible into our Common
Stock, which could substantially dilute the ownership percentage of our current stockholders. In addition, shares issued in
connection with future acquisitions could be publicly tradable, which could result in a material decrease in the market price
of our Common Stock.
If we consummate the acquisition of Luxco, Inc. (the "Luxco Acquisition"), we may face significant disruptions and
other risks.
If it is completed, the Luxco Acquisition will involve numerous risks, including the following:
•
•
•
•
•
•
•
during the period until and after we consummate the Luxco Acquisition, uncertainty and disruptions may
negatively impact Luxco’s relationships with their employees, distributors, vendors, and other business partners,
which could harm Luxco’s financial condition and results of operations;
we may fail to realize the anticipated benefits of the Luxco Acquisition, including the level of revenue and
profitability and the expected operational, revenue, and cost synergies that we are expecting;
we may face difficulties in retaining key management and employees, or we may need to attract and retain
additional management resources, which could negatively impact the operations of Luxco, disrupt our ongoing
operations, and divert our and Luxco’s management’s attention from ongoing operations and opportunities;
after we acquire Luxco, our management’s attention may be diverted from the daily operations of our existing
businesses;
our financial results may be negatively impacted by cash expenses and non-cash charges incurred in connection
with Luxco or in the future if goodwill or other intangible assets we acquire in the Luxco Acquisition become
impaired;
notwithstanding the due diligence we performed in connection with the Luxco Acquisition, Luxco may have
liabilities, losses, or other exposures (including regulatory risks) for which we do not have adequate insurance
coverage, indemnification, or other protection; and
we expect to incur substantial additional indebtedness to finance the Luxco Acquisition, enhancing our
vulnerability to increased debt service requirements should interest rates rise, reducing the amount of expected
cash flow available for other purposes, including capital expenditures and acquisitions, and limiting our
flexibility in planning for, or reacting to, changes in our businesses and industries.
Any failure of the pending Luxco Acquisition to be completed may adversely affect our business, financial
condition, results of operations, and stock price.
Each of our and Luxco’s obligations to complete the Luxco Acquisition is subject to a number of conditions specified in
the Merger Agreement, including, among others (i) the expiration or termination of the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of any order restraining, enjoining, or
otherwise prohibiting the consummation of the Luxco Acquisition, (iii) filing of all required notices, transfers, applications,
termination or documentation required under applicable law with the Alcohol and Tobacco Tax and Trade Bureau of the
United States, and the licensing boards of the states of Kentucky, Missouri and Ohio such that there is continuity and
survival of permits held by Luxco for the operation of the business as of the Closing, (iv) the accuracy of the parties’
respective representations and warranties in the Merger Agreement, subject to specified materiality qualifications, (v)
compliance by the parties with their respective covenants in the Merger Agreement in all material respects, and (vi) the
absence of a material adverse effect (as defined in the Merger Agreement) with respect to either party on or after the date of
the Merger Agreement.
There can be no assurance that these conditions to the completion of the Luxco Acquisition will be satisfied within the
timeframe specified in the Merger Agreement or at all. If the Luxco Acquisition is not completed, our stock price could
decline to the extent that our current share price reflects an assumption that the Luxco Acquisition will be completed.
Furthermore, if the Luxco Acquisition is not completed, we may suffer other consequences that could adversely affect our
business, financial condition, results of operations, and stock price, including the following:
•
we have incurred, and will continue to incur, significant costs and expenses, including fees for professional
services and other transaction costs in connection with the Luxco Acquisition, and many of these fees and costs
are payable by us regardless of whether the Luxco Acquisition is completed;
12
•
•
•
•
•
the failure to complete the Luxco Acquisition may result in adverse publicity, negatively impact the reputation
of the Company in the capital markets and investment community, and result in critical responses from our
customers, partners, and other third parties;
legal proceedings may be instituted against us, our directors and others relating to the Luxco Acquisition and
related transactions;
any disruptions to our business resulting from the announcement and pendency of the Luxco Acquisition,
including any adverse changes to our relationships with customers, vendors, distributors, and employees, may
continue or intensify in the event the Luxco Acquisition is not completed;
we may experience employee departures; and
we may not be able to take advantage of alternative business opportunities or effectively respond to competitive
pressures.
The Company will incur significant transaction and acquisition-related costs in connection with the Luxco
Acquisition.
We expect to incur a number of non-recurring costs associated with the Luxco Acquisition and combining the operations of
Luxco’s with our own. Some of these costs have already been incurred or may be incurred regardless of whether the Luxco
Acquisition is completed. The Company also will incur transaction fees and costs related to formulating and implementing
integration plans with respect to the two companies. We continue to assess the magnitude of these costs, and additional
unanticipated costs may be incurred in the Luxco Acquisition and the integration of Luxco’s business with our business.
Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the
integration of the businesses, should allow us to offset integration-related costs over time, this net benefit may not be
achieved in the near term, or at all.
The outbreak of the coronavirus ("COVID-19") has negatively impacted and could continue to negatively impact
the global economy. In addition, the COVID-19 pandemic could continue to disrupt or otherwise negatively impact
global credit markets and could disrupt or otherwise negatively impact our operations, including the demand for
our products and our ability to produce and deliver our products.
The significant outbreak of COVID-19 has resulted in a widespread health crisis, which has negatively impacted and could
continue to negatively impact the global economy. In addition, the global and regional impact of the outbreak, including
official or unofficial quarantines and governmental restrictions on activities taken in response to the outbreak, could have a
negative impact on our operations, including voluntary or mandatory temporary closures of our facilities or offices;
interruptions in our supply chain, which could impact the cost or availability of raw materials; disruptions or restrictions on
our ability to travel or to market and distribute our products; reduced consumer demand for our products or those of our
customers due to bar and restaurant closures or reduced consumer traffic in bars, restaurants and other locations where our
products or those of our customers are sold; and labor shortages. More broadly, the outbreak could lead to an economic
downturn that could affect future demand for our products and those of our customers.
Furthermore, our facilities and those of our customers and suppliers have been required to comply with additional
regulations and may be required to comply with new regulations imposed by state and local governments in response to the
COVID-19 pandemic, including COVID-19 safety guidance for production and manufacturing facilities. Compliance with
these measures, or new measures, may cause increases in the cost, or delays or reduction in the volume, of products
produced at our facilities or those of our suppliers.
The COVID-19 outbreak has disrupted credit markets, and may continue to disrupt or negatively impact credit markets,
which could adversely affect the availability and cost of capital. Such impacts could limit our ability to fund our operations
and satisfy our obligations.
The response to COVID-19 has resulted in social distancing, travel bans, temporary closures of businesses, shelter-in-place
orders, and quarantines, among other measures. Although certain of the restrictions have begun, and may continue, to ease
in some places, the ongoing COVID-19 pandemic has limited and may continue to limit access to our facilities, customers,
management, support staff, professional advisors and our independent auditors. These factors, in turn, may not only impact
our operations, financial condition and demand for our products but our overall ability to react timely to mitigate the impact
of this ongoing event. Also, these measures may continue to hamper our efforts to comply with our filing obligations with
the Securities and Exchange Commission.
The extent and potential short and long-term impact of the ongoing COVID-19 outbreak on our operational and financial
performance will continue to depend on future developments, including the duration, severity and spread of the virus,
13
actions that may be taken by governmental authorities and the impact on our supply chain, customers, operations,
workforce and the financial markets, all of which remain highly uncertain and cannot be predicted. These and other
potential impacts of an epidemic, pandemic or other health crisis, such as COVID-19, could therefore materially and
adversely affect our business, financial condition and results of operations.
RISKS SPECIFIC TO OUR DISTILLERY PRODUCTS SEGMENT
The relationship between the price we pay for grain and the sales prices of our distillery co-products can fluctuate
significantly and negatively impact our business.
Distillers feed, fuel grade alcohol, and corn oil are the principal co-products of our alcohol production process and can
contribute in varying degrees to the profitability of our Distillery Products segment. Distillers feed and corn oil are sold for
prices which historically have tracked the price of corn, but are also susceptible to other factors. In the case of distillers
feed, other factors could include weather, other available feedstock, and global trade relations. In the case of corn oil, other
factors could include soy oil and the overall level of ethanol production. We sell fuel grade alcohol, the prices for which
typically, but not always, have tracked price fluctuations in gasoline prices. As a result, the profitability of these products
could be adversely affected, which could be material to our business, financial condition, or results of operations.
Our strategic plan involves significant investment in the aging of barreled distillate. Decisions concerning the
quantity of maturing stock of our aged distillate could materially affect our future profitability.
There is an inherent risk in determining the quantity of maturing stock of aged distillate to lay down in a given year for
future sales as a result of changes in consumer demand, pricing, new brand launches, changes in product cycles, increase in
competitive supply, and other factors. Demand for products could change significantly between the time of production and
the date of sale. It may be more difficult to make accurate predictions regarding new products and brands. Inaccurate
decisions and/or estimations could lead to an inability to supply future demand or lead to a future surplus of inventory and
consequent write-down in the value of maturing stocks of aged distillate. As a result, our business, financial condition, or
results of operations could be materially adversely affected.
If the brands we develop or acquire do not achieve consumer acceptance, our growth may be limited, which could
have a material adverse impact on our business, financial condition, or results of operations.
A component of our strategic plan is to develop or acquire our own portfolio of brands, particularly whiskeys. Risks
related to this strategy include:
•
Because our brands, internally developed and acquired, are early in their growth cycle or have not yet been
developed, they have not achieved extensive brand recognition. Accordingly, if consumers do not accept our
brands, we will not be able to penetrate our markets and our growth may be limited.
• We depend, in part, on the marketing initiatives and efforts of our independent distributors in promoting our
products and creating consumer demand, and we have limited, or no, control regarding their promotional
initiatives or the success of their efforts.
• We depend on our independent distributors to distribute our products. The failure or inability of even a few of
our independent distributors to adequately distribute our products within their territories could harm our sales
and result in a decline in our results of operations.
• We compete for shelf space in retail stores and for marketing focus by our independent distributors, most of
whom carry extensive product portfolios.
The laws and regulations of several states prohibit changes of independent distributors, except under certain
limited circumstances, making it difficult to terminate an independent distributor for poor performance without
reasonable cause, as defined by applicable statutes. Any difficulty or inability to replace independent
distributors, poor performance of our major independent distributors or our inability to collect accounts
receivable from our major independent distributors could harm our business. There can be no assurance that the
independent distributors and retailers we use will continue to purchase our products or provide our products
with adequate levels of promotional support.
Our brands compete with the brands of our bulk alcohol customers.
•
•
14
Warehouse expansion issues could negatively impact our operations and our business.
In 2015, we announced a major expansion in warehousing capacity, which we completed during 2020. Our future business
operations may require additional warehouse capacity. In the event additional warehouse capacity is required, there is the
potential risk of completion delays, including risk of delay associated with required permits and cost overruns, which could
have a material adverse effect on our business, financial condition, or results of operations.
We may be subject to litigation directed at the beverage alcohol industry.
Companies in the beverage alcohol industry are, from time to time, exposed to class action or other litigation relating to
alcohol advertising, product liability, alcohol abuse problems or health consequences from the misuse of alcohol. Such
litigation may result in damages, penalties or fines as well as damage to our reputation, which could have a material
adverse effect on our business, financial condition, or results of operations.
A change in public opinion about alcohol could reduce demand for our products.
For many years, there has been a high level of social and political attention directed at the beverage alcohol industry. The
attention has focused largely on public health concerns related to alcohol abuse, including drunk driving, underage
drinking, and the negative health impacts of the abuse and misuse of beverage alcohol. Anti-alcohol groups have, in the
past, advocated successfully for more stringent labeling requirements, higher taxes, and other regulations designed to
discourage alcohol consumption. More restrictive regulations, higher taxes, negative publicity regarding alcohol
consumption and/or changes in consumer perceptions of the relative healthfulness or safety of beverage alcohol could
decrease sales and consumption of alcohol, and thus, the demand for our products. This could, in turn, significantly
decrease both our revenues and our revenue growth and have a material adverse effect on our business, financial condition,
or results of operations.
Changes in consumer preferences and purchases, and our ability to anticipate or react to them, could negatively
affect our business results.
We operate in highly competitive markets, and our success depends on our continued ability to offer our customers and
consumers appealing, high-quality products. In recent years there has been increased demand for the products we produce,
including, in particular, increased demand for bourbons and rye whiskeys. Customer and consumer preferences and
purchases may shift due to a host of factors, many of which are difficult to predict, including:
•
•
•
•
•
•
demographic and social trends;
economic conditions;
public health policies and initiatives;
changes in government regulation and taxation of beverage alcohol products;
the expansion of, legalization of, and increased acceptance or use of, marijuana; and
changes in travel, leisure, dining, entertaining, and beverage consumption trends.
If our customers and consumers shift away from spirits (particularly brown spirits, such as our premium bourbon and rye
whiskeys), our business, financial condition, or results of operations could be adversely affected.
15
RISKS SPECIFIC TO OUR INGREDIENT SOLUTIONS SEGMENT
Our focus on higher margin specialty ingredients may make us more reliant on fewer, more profitable customer
relationships.
Our strategic plan for our Ingredient Solutions segment includes focusing our efforts on the sale of specialty proteins and
starches to targeted domestic consumer packaged goods customers. Our major focus is directed at food ingredients, which
are primarily used in foods that are developed to address consumers’ desire for healthier and more convenient products;
these consist of dietary fiber, wheat protein isolates and concentrates, and textured wheat proteins. The bulk of our
applications technology and research and development efforts are dedicated to providing customers with specialty
ingredient solutions that deliver nutritional benefits, as well as desired functional and sensory qualities to their products.
Our business, financial condition, and results of operations could be materially adversely affected if our customers were to
reduce their new product development ("NPD") activities or cease using our unique dietary fibers, starches, and proteins in
their NPD efforts.
Adverse public opinion about any of our specialty ingredients could reduce demand for our products.
Consumer preferences with respect to our specialty ingredients might change. In fact, in recent years, we have noticed
shifting consumer preferences and media attention directed to gluten, gluten intolerance, and "clean label" products.
Shifting consumer preferences could decrease demand for our specialty ingredients. This could, in turn, significantly
decrease our revenues and revenue growth, which could have a material adverse affect on our business, financial condition,
and results of operations.
RISKS RELATED TO OUR COMMON STOCK
Common Stockholders have limited rights under our Articles of Incorporation.
Under our Articles of Incorporation, holders of our Preferred Stock are entitled to elect five of our nine directors and only
holders of our Preferred Stock are entitled to vote with respect to a merger, dissolution, lease, exchange or sale of
substantially all of our assets, or on an amendment to the Articles of Incorporation, unless such action would increase or
decrease the authorized shares or par value of the Common or Preferred Stock, or change the powers, preferences or special
rights of the Common or Preferred Stock so as to affect the holders of Common Stock adversely. Generally, the Common
Stock and Preferred Stock vote as separate classes on all other matters requiring stockholder approval.
The majority of the outstanding shares of our Preferred Stock is beneficially owned by one individual, who is effectively in
control of the election of five of our nine directors under our Articles of Incorporation.
We have various mechanisms in place to discourage takeover attempts, which may reduce or eliminate our
stockholders' ability to sell their shares for a premium in a change of control transaction.
Various provisions of our Articles of Incorporation and bylaws and of Kansas corporate law may discourage, delay or
prevent a change in control or takeover attempt of our Company by a third party which our management and Board of
Directors opposes. Public stockholders who might desire to participate in such a transaction may not have the opportunity
to do so. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a
change of control or change in our management and Board of Directors. These provisions include:
•
•
•
•
Preferred Stock that could be issued by our Board of Directors to make it more difficult for a third party to
acquire, or to discourage a third party from acquiring, a majority of our outstanding voting stock;
non-cumulative voting directors;
limitations on the ability of stockholders to call special meetings of stockholders; and
advance notice requirements for nominations of candidates for election to our Board of Directors or for
proposing matters that can be acted upon by our stockholders at stockholder meetings.
We are authorized to issue up to a total of 40,000,000 shares of Common Stock, potentially diluting equity ownership of
current holders and the share price of our Common Stock
16
We believe that it is necessary to maintain a sufficient number of available authorized shares of our Common Stock in
order to provide us with the flexibility to issue Common Stock for business purposes that may arise as deemed advisable by
our Board. These purposes could include, among other things, (i) to declare future stock dividends or stock splits, which
may increase the liquidity of our shares; (ii) the sale of stock to obtain additional capital or to acquire other companies or
businesses, which could enhance our growth strategy or allow us to reduce debt if needed; (iii) use in additional stock
incentive programs and (iv) other bona fide purposes. Our Board of Directors may issue the available authorized shares of
Common Stock without notice to, or further action by, our stockholders, unless stockholder approval is required by law or
the rules of the NASDAQ Global Select Market. The issuance of additional shares of Common Stock may significantly
dilute the equity ownership of the current holders of our Common Stock. Further, over the course of time, all of the issued
shares have the potential to be publicly traded, perhaps in large blocks. This may result in dilution of the market price of
the Common Stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
MGP has five primary locations, one in Kansas, two in Indiana, one in Kentucky and one in Washington, D.C. Grain
processing, distillery, warehousing, research and quality control laboratories, principal executive offices, and a technical
innovation center are located in Atchison, Kansas on a 28.5 acre campus which are utilized by both the Distillery Product
and Ingredient Solutions segments. A distillery, warehousing, tank farm, quality control laboratory, and research and
development facility are located on a 78 acre campus that spans portions of both Lawrenceburg and Greendale, Indiana
which are utilized by the Distillery Products segment. A warehousing facility is located on 33 acres in Williamstown,
Kentucky, and a warehousing facility is located on 36.5 acres in Sunman, Indiana which are utilized by the Distillery
Products segment. A distillery, office space and retail location are located in Washington, D.C which is utilized by the
Distillery Products segment.
These facilities are generally in good operating condition and are generally suitable for the business activity conducted
therein. All of our production facilities, executive office building, and technical innovation center are owned, and all of our
owned properties are subject to mortgages in favor of one or more of our lenders. We also own or lease transportation
equipment and facilities and a gas pipeline.
ITEM 3. LEGAL PROCEEDINGS
The Company is, from time to time, a party to legal or regulatory proceedings arising in the ordinary course of its business.
The discussion regarding litigation in Note 9 to the Consolidated Financial Statements included elsewhere in this report is
incorporated herein by reference.
In accordance with U.S. Generally Accepted Accounting Principles ("GAAP"), we record a liability when it is both
probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These liabilities are
reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel,
and other information and events pertaining to a particular case or proceeding.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS,
AND ISSUER PURCHASES OF EQUITY SECURITIES
Equity compensation plan information is incorporated by reference from Part III, Item 12, "Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters," of this document, should be considered an integral
part of Item 5. Our Common Stock is traded on the NASDAQ Global Select Market under the ticker symbol MGPI. As of
February 19, 2021, there were approximately 343 holders of record of our Common Stock. According to reports received
from NASDAQ, the average daily trading volume of our Common Stock (excluding block trades) ranged from 23,100 to
17
2,436,000 shares during the year ended December 31, 2020.
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total return of our Common Stock for the five year period ended December
31, 2020, against the cumulative total return of the S&P 500 Stock Index (broad market comparison), Russell 3000 -
Beverage and Distillers (line of business comparison), and Russell 2000 - Consumer Staples (line of business comparison).
The graph assumes $100 (one hundred dollars) was invested on December 31, 2015, and that all dividends were reinvested.
18
Period EndingIndex ValueComparison of Five-Year Cumulative Total Shareholder ReturnMGPIS&P 500Russell 3000 - Beverage and DistillersRussell 2000 - Consumer Staples201520162017201820192020050100150200250300350 PURCHASES OF EQUITY SECURITIES BY ISSUER
We did not sell equity securities during the quarter ended December 31, 2020.
Issuer Purchases of Equity Securities
(a) Total
Number of
Shares (or
Units)
Purchased
(b)
Average
Price Paid
per Share
(or Unit)
(c) Total Number
of Shares (or
Units) Purchased
as Part of Publicly
Announced Plans
or Programs
(d) Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
Purchased Under the
Plans or Programs (b)
October 1, 2020 through October 31, 2020
November 1, 2020 through November 30, 2020
December 1, 2020 through December 31, 2020
Total
375
(a) $
11
(a)
—
386
38.18
42.15
—
— $
—
—
—
20,947,113
20,947,113
20,947,113
(a) Vested RSU awards under the 2014 Plan that were purchased to cover employee withholding taxes.
(b) On February 25, 2019, our Board of Directors approved a $25,000 share repurchase plan commencing February 27, 2019
through February 27, 2022. Under the share repurchase program, we can repurchase stock from time to time for cash in open
market purchases, block transactions, and privately negotiated transactions in accordance with applicable federal securities
laws. This share repurchase program may be modified, suspended, or terminated by us at any time without prior notice.
ITEM 6. SELECTED FINANCIAL DATA
2020(a)(b)(c)(d)
Year Ended December 31,
2018(a)(d)
2019(a)(c)(d)
2017(a)(d)(f)(g)
2016(a)(d)(e)
Consolidated Statements of Income Data:
Sales
Income before income taxes
Net income
Basic and Diluted Earnings Per Share ("EPS")
Dividends and Dividend Equivalents Per Common Share
$
395,521 $
362,745 $
376,089 $
347,448 $
318,263
52,601
40,345
2.37
0.48
45,937
38,793
2.27
0.40
48,980
37,284
2.17
0.32
52,758
41,823
2.44
1.01
44,717
31,184
1.82
0.12
Consolidated Balance Sheet Data:
Total assets
Long-term debt, less current maturities
366,575
38,271
322,597
40,659
277,892
31,628
240,328
24,182
225,336
31,642
(a) During 2020, 2019, 2017 and 2016, we determined that we would "more likely than not" realize a portion of our deferred tax
asset and reduced our valuation allowance by $422, $168, $578 and $718, respectively. During 2018, we determined that we
would not "more likely than not" realize a portion of our deferred tax asset and increased our valuation allowance by $1,304.
(see Note 6 for additional information)
(b) Net income for 2020 included $633 insurance recovery income related to estimated business interruption losses of $1,728 for
the ransonware cyber-attack. Net income also included $3,780 insurance recovery income for estimated business interruption
and other related insurable costs of $4,947 related to the feed dryer fire incident in Atchison, Kansas. Additionally, net income
includes $1,932 of CEO transition costs and $919 of business acquisition costs (Luxco).
(c) Net income for 2020 included legal fees of $585 in connection with the chemical release incident in Atchison, Kansas in
October 2016. Additionally, net income for 2019 included the Company's agreement to pay a $1,000 fine, an administrative
penalty of $251 and legal fees of $597. (see Note 9 for additional information)
(d) For 2020, 2019, 2018, and 2017, respectively, we received a combined federal and state tax effected excess tax benefit of $67,
$3,336, $1,437, and $4,625 related to employee share-based compensation recognized as a reduction to income tax expense.
(e) Net income for 2016 included a legal settlement agreement and a gain on sale of long-lived assets of $3,385 before tax.
In 2017, we completed the sale of our equity ownership interest in ICP to Pacific Ethanol, consistent with a Merger
(f)
Agreement, and, as a result, recorded a gain on sale of equity method investment of $11,381 before tax, which is included in
Net income for 2017.
(g) On December 22, 2017, the United States enacted tax reform legislation commonly known as the Tax Cuts and Jobs Act (the
"Tax Act"), resulting in significant modifications to existing law. We recorded a provisional discrete net tax benefit in our
Consolidated Statements of Income through Net income of $3,343 in 2017.
Selected Financial Information. Selected quarterly financial information (unaudited) is detailed in Note 14.
19
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS
This Report on Form 10-K contains forward looking statements as well as historical information. All statements, other
than statements of historical facts, regarding the prospects of our industry and our prospects, plans, financial position, and
strategic plan may constitute forward looking statements. In addition, forward looking statements are usually identified by
or are associated with such words as "intend," "plan," "believe," "estimate," "expect," "anticipate," "hopeful," "should,"
"may," "will," "could," "encouraged," "opportunities," "potential," and/or the negatives or variations of these terms or
similar terminology. Forward looking statements are based on current expectations and assumptions that are subject to
risks and uncertainties which may cause actual results to differ materially from those expressed or implied in the forward
looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ
materially from such forward looking statements is included in the section titled "Risk Factors" (Item 1A of this Form 10-
K). Forward looking statements are made as of the date of this report, and we undertake no obligation to update or revise
publicly any forward looking statements, whether because of new information, future events or otherwise.
Recent Developments
Acquisition of Luxco. On January 22, 2021, we entered into a definitive agreement to acquire Luxco, Inc., and its
affiliated companies ("Luxco"). Luxco is a leading branded beverage alcohol company across various categories, with a
more than 60-year business heritage. As a result of the Luxco acquisition, we expect to increase our scale and market
position in the branded-spirits sector and strengthen its platform for future growth of higher valued-added products. Under
the terms of the agreement, Luxco shareholders will receive $237,500 in cash (less assumed indebtedness) and 5,007,833
shares of MGP Common Stock. The purchase price is subject to customary purchase price adjustments, including working
capital, which adjustments are anticipated to be paid in cash. The transaction is anticipated to be completed during the first
half of 2021, subject to regulatory approvals and customary closing conditions (See Part I, Item 1A - Risk Factors and Note
15 for additional information).
Feed Dryer Fire. During November 2020, we experienced a fire at the Atchison facility. The fire damaged certain
equipment in the facility's feed drying operations and caused temporary loss of production time. We estimate that the
incident adversely impacted gross profit by $4,461, which includes $3,780 for business interruption and $681 related to the
impairment of spare parts and other inventory. The business interruption impacted Sales and Cost of sales on the
Consolidated Statements of Income. The impairment of spare parts and other inventory is recorded in Cost of sales on the
Consolidated Statements of Income for the year ended December 31, 2020. Additionally, we incurred $486 in losses from
the write off of property, plant and equipment, which was recorded as a component of Operating income on the
Consolidated Statements of Income for the year ended December 31, 2020. During December 2020, we recorded a $3,780
partial settlement from our insurance carrier as a reduction of Cost of sales. We are working to construct a replacement
drying system.
Ransomware Cyber-Attack. In May 2020, we were affected by a ransomware cyber-attack that temporarily disrupted
production at our Atchison facilities. Our financial information was not affected and there is no evidence that any sensitive
or confidential company, supplier, customer or employee data was improperly accessed or extracted from our network. We
estimate that the ransomware attack adversely impacted gross profit by $1,728, primarily as a result of the business
interruption. We have insurance related to this event and partially recovered $633 in December 2020 as reduction of Cost
of sales. We are currently seeking further recovery related to this event. Following the attack, we implemented a variety of
measures to further enhance our cybersecurity protections and minimize the impact of any future attack.
COVID-19. On March 11, 2020, the World Health Organization classified the novel strain of coronavirus ("COVID-19") a
global pandemic. Our business is part of the United States' critical infrastructure and thus is deemed to be an "essential
business." As such, we are taking necessary and appropriate actions to protect our workforce as we continue our critical
operations. We have created a COVID-19 cross functional team to implement a business continuity plan and address key
aspects of COVID-19 as it affects our business, including enhanced workplace safety, supply chain monitoring, and other
potential operational challenges the Company could face. We have continued to operate without any significant negative
impacts; however this could be affected by voluntary or mandatory temporary closures of our facilities, interruptions to our
supply chain or additional efforts to protect the health and safety of our employees.
As of the date of this report, our operations, supply chain and customer demand have not been significantly affected by
20
COVID-19; however, we are monitoring the situation closely. We have implemented social distancing at each of our
facilities, provide health screenings and monitoring for employees, implemented work-from-home policies where we are
able, and have restricted travel across the organization. We have incurred incremental costs for hourly wage bonuses to our
production employees, supplies to implement health screenings, an extended sick leave policy, and additional IT-related
expenses to enable employees to work-from-home. As of December 31, 2020, such incremental costs have been
immaterial to the our consolidated financial statements. We cannot reasonably estimate the length of time or severity of the
pandemic. See Risk Factors for future discussion of the potential adverse impacts of the COVID-19 pandemic on our
business.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis ("MD&A") of Financial Condition and Results of Operations is designed to
provide a reader of MGP’s consolidated financial statements with a narrative from the perspective of management. MGP’s
MD&A is presented in seven sections:
• Overview
• Results of Operations
• Distillery Products Segment
•
• Cash Flow, Financial Condition and Liquidity
• Off Balance Sheet Obligations
• New Accounting Pronouncements
Ingredient Solutions Segment
OVERVIEW
MGP is a leading producer and supplier of premium distilled spirits and specialty wheat protein and starch food
ingredients. Distilled spirits include premium bourbon and rye whiskeys and GNS, including vodka and gin. We are also a
top producer of high quality industrial alcohol for use in both food and non-food applications. Our protein and starch food
ingredients provide a host of functional, nutritional and sensory benefits for a wide range of food products to serve the
packaged goods industry. We have two reportable segments: our Distillery Products segment and our Ingredient Solutions
segment.
Our Mission
Secure our future by consistently delivering superior financial results by more fully participating in all levels of the alcohol
and food ingredients segments for the betterment of our shareholders, employees, partners, consumers, and communities.
Our Strategic Plan
Our strategic plan is designed to leverage our history and strengths. We have a long history in the distilling industry. Our
Lawrenceburg facility, which we purchased in 2011, was founded in 1847 and our Atchison facility was opened in 1941.
Through these two distilleries, we are involved in producing some of the finest whiskeys, vodkas, and gins in the world.
Likewise, our history in the food ingredient business stretches back more than 65 years.
Our strategic plan seeks to leverage the positive macro trends we see in the industries where we compete while providing
better insulation from outside factors, including swings in commodity pricing. We believe the successful execution of our
strategy will continue to deliver strong operating income growth. Specifically, our strategic plan is built on five key
growth strategies: Maximize Value, Capture Value Share, Invest for Growth, Operational Excellence, and Build the MGP
Brand. Each of these strategies, along with related 2020 accomplishments, are discussed below.
Maximize Value. We focus on maximizing the value of our current production volumes, particularly taking advantage of
favorable macro trends in our Distillery Products segment, such as the growth of the American whiskey category that has
continued to expand over the past several years. This includes shifting sales mix to higher margin products, such as
premium bourbon and rye whiskeys, as well as extending the product range of our GNS, including vodkas and gins. In our
Ingredient Solutions segment, the macro trends include growth in high fiber, high protein, plant-based proteins, and non-
GMO products.
21
Although these macro trends are currently favorable, we have seen competition intensify as industry participants in both of
our segments seek to capitalize on consumers' interest in these categories. While we believe we are well-positioned to
benefit from these favorable trends, we may also be negatively affected by the increase in competition in one or both of our
segments. We intend to continue to focus on opportunities that will allow us to achieve the highest value from our
production facilities.
Accomplishments
•
•
In our Distillery Products segment, our focus on attracting and developing customers for our premium
beverage alcohol continued in 2020. Some efforts included increases in sales force and providing more
tailored product offerings to our craft customers. Despite the uncertainty related to the pandemic, we
were able to add new customers throughout the year. Our partnerships with new and existing customers
helped drive double digit sales growth for our brown goods during 2020. Distillery Products segment
sales for 2020 increased 6.8 percent over the prior year.
In our Ingredient Solutions segment, we continue to provide outstanding customer solutions, taking
advantage of our positioning within growing consumer trends. We further developed our pipeline of
wheat-based protein products to support strong customer growth. In April 2020, we launched our
Proterra® line of textured proteins. Our sales of specialty wheat starches grew 35.1 percent and our sales
of specialty wheat proteins grew 20.6 percent in 2020. Ingredient Solutions segment sales for 2020
increased 19.2 percent over the prior year.
See the "Distillery Products Segment" and "Ingredient Solutions Segment" discussions.
Capture Value Share. We work to develop partnerships to support brand creation, long-term growth, and to combine our
innovation capabilities and industry expertise to provide unique solutions and offerings to the marketplace. In that way, we
believe we are able to realize full value for our operational capacity, quality, and commitment.
Accomplishments
•
•
•
•
•
In January 2020, we launched our Single Barrel program for George Remus® Straight Bourbon Whiskey
and Rossville Union® Straight Rye Whiskey.
In September 2020, we released the Remus Repeal Reserve Series IV Straight Bourbon Whiskey.
Produced to commemorate Prohibition Repeal Day, Series IV is a limited annual release showcasing a
medley of two mash bills from 2008.
In March 2020, we acquired New Columbia Distllers, LLC, based in Washington, D.C. New Columbia
Distillers produces and markets Green Hat® Gin and operates a distillery with a retail tasting room, bar
and gin garden in Northeastern Washington, D.C.
In October 2020, New Columbia Distillers was named one of the 10 Best Craft Gin Distillers by USA
Today. The top 10 winners were determined by popular vote, resulting in New Columbia Distillers
placing fifth in the overall standings.
The George Remus® family of brands completed 2020 with significant growth, more than doubling both
shipments and depletions.
Invest for Growth. We are committed to investing to support our growth. Components of this growth strategy include:
•
•
Capital Expenditures: Capital expenditures focus largely on supporting innovation and product
development, improving operational reliability, and strengthening our ability to support all aspects of
growth in the American whiskey category.
Select Inventories: As demand grows for American whiskeys, in both the United States and global
markets, we continue to put away our inventories of aged premium whiskeys to fully participate in this
growth. This initiative helps us build strong partnerships and open new relationships with potential
customers, in addition to supporting the development of our own brands.
22
•
Selling, General, and Administrative Expenses ("SG&A"): As needed to support our long-term growth
objectives, resources and capabilities are being added, particularly in sales and marketing.
• Mergers and Acquisitions: As we continue to invest in our long-term growth opportunities, we look for
strategic acquisitions to strengthen our competitive position.
Accomplishments
•
Regarding our Capital Expenditures growth strategy:
In 2020, as part of the implementation of our strategic plan to support growth in the American whiskey
category, we completed our current warehouse expansion program. The program included both the
refurbishment of existing warehouse buildings and the construction of new warehouses. We invested
approximately $1,500 of capital expenditures in this program during 2020 and approximately $49,900
since the program’s inception.
•
Regarding our Select Inventories growth strategy:
We produce, and will continue to produce barrels of premium bourbon and rye whiskeys for sale in
future periods. Product is barreled and included in our inventory. Our goal is to maintain inventory
levels of premium bourbon and rye whiskeys sufficient to support our own brands, engage in
partnerships, and support industry growth. We increased our premium bourbon and rye whiskey
inventory by $1,196, at cost, during 2020.
•
Regarding our SG&A growth strategy:
We continued to invest in people and programs to support the development of our brands initiative and
our long-term growth objectives
•
Regarding our Mergers and Acquisition growth strategy:
In March 2020, we acquired New Columbia Distllers, LLC, based in Washington, D.C. New Columbia
Distillers produces and markets Green Hat® Gin and operates a distillery with a retail tasting room, bar
and gin garden in Northeastern Washington, D.C.
Operational Excellence. We continue a solid commitment to operational excellence across the Company by strengthening
our emphasis on excellence in all stages of operations, from sourcing through processing and, ultimately, delivering the
finest quality products. This also means striving to de-risk all aspects of our business.
Accomplishments
•
•
In 2020, we completed a British Retail Consortium ("BRC") audit with outstanding results, again
achieving a Grade AA rating for both our Atchison and Lawrenceburg facilities. Per the BRC standard, a
Grade AA is awarded if five or fewer non-conformances are cited out of 256 total audit items. Each year
since undergoing its initial BRC audit in 2013, the Atchison facility’s distillery has achieved BRC’s
highest grade. The same is true with results of annual BRC audits that have been conducted at our
Lawrenceburg facility since 2014. For the Atchison facility’s protein and starch plant, 2020 marked the
tenth time in as many years that it had scored the BRC’s highest rating.
In September 2020, we were recognized by Union Pacific Railroad with a 2019 Pinnacle Award for our
commitment to safely transporting chemical products. The annual award honors select Union Pacific
customers who implement release prevention protocols, corrective action plans and have zero non-
accident releases of regulated hazardous materials shipments.
Build the MGP Brand. We continue to build our brand across all stakeholders, including shareholders, employees,
partners, consumers, and communities. We are achieving this by producing consistent growth through an understandable
business model, proactively engaging with the investment community, creating a desirable organization for our employees,
strengthening our relationship with our customers and vendors, increasing awareness and understanding of MGP with
consumers, and supporting the communities in which we operate.
23
Accomplishments
•
•
•
In May 2020, MGP's then Chief Executive Officer ("CEO") Gus Griffin retired from the Company and
the Company's Board of Directors. Gus became CEO in July 2014 and under his leadership, the
Company developed and successfully implemented a new long-term strategic plan that produced
significant improvements in the Company's financial results, while also establishing a strong foundation
for future growth. The Board of Directors named David Colo as the new President and CEO upon Gus's
retirement. David has served on the MGP Board of Directors since 2015.
In 2020, we continued our unbroken commitment to support our communities by providing strong
financial support and donating time and leadership talent.
◦
◦
In April 2020, we helped support the COVID-19 relief efforts with both financial aid and other
support to the United States Bartenders' Guild and the Restaurant Workers Community
Foundation. Working with these two partnerships, we assisted in providing assistance to the bar
and restaurant community on the local and national level by providing financial aid and other
resources for workers who were most impacted by COVID-19 as a result of restaurant and bar
closures.
During 2020, in response to the COVID-19 pandemic, we increased our production of industrial
alcohol to support an exponential increase in demand for industrial alcohol, used in the
production of hand sanitizers and commercial disinfectants. Additionally, we launched our first
ever hand sanitizer production for donations to front line workers in our communities.
During 2020, MGP's shareholders elected a new member to its Board of Directors, Lori L.S. Mingus. She
is the fourth generation of the founding Cray family to serve MGP and the Atchison community, where
she is a trustee of the Evan C. Cray Historical Museum and a board member of the Amelia Earhart
Foundation. She also serves on the board of the Cray Medical Research Organization at the University of
Kansas Medical Center in Kansas City, Kansas.
24
RESULTS OF OPERATIONS
Consolidated results
The table below details the consolidated results for 2020, 2019 and 2018:
Sales
Cost of sales
Gross profit
Gross margin %
SG&A expenses
Operating income
Operating margin %
Interest expense, net and other
Income before income taxes
Income tax expense
Year Ended December 31,
% Increase (Decrease)
2020
2019
2018
2020 v. 2019
2019 v. 2018
$ 395,521
$ 362,745
$ 376,089
296,715
98,806
286,213
76,532
292,490
83,599
9.0 %
3.7
29.1
(3.5) %
(2.1)
(8.5)
25.0 %
21.1 %
22.2 %
3.9
pp(a)
(1.1)
pp(a)
44,565
54,241
29,290
47,242
33,451
50,148
52.2
14.8
(12.4)
(5.8)
13.7 %
13.0 %
13.3 %
0.7
pp
(0.3)
pp
(1,640)
52,601
12,256
(1,305)
45,937
7,144
(1,168)
48,980
11,696
25.7
14.5
71.6
7.7
pp
4.0 %
(0.5)
pp
11.7
(6.2)
(38.9)
(8.3)
pp
4.0 %
0.8
pp
Effective tax expense rate %
23.3 %
15.6 %
23.9 %
Net income
$ 40,345
$
38,793
$
37,284
Net income margin %
10.2 %
10.7 %
9.9 %
Basic and diluted Earnings Per Share
$
2.37
$
2.27
$
2.17
4.4 %
4.6 %
(a)
Percentage points ("pp").
Sales
2020 to 2019 - Sales for 2020 were $395,521, an increase of 9.0 percent compared to 2019, which was the result of
increased sales in both the Distillery Products and Ingredient Solutions segments. Within the Distillery Products segment,
sales were up 6.8 percent primarily due to an increase in sales of brown goods and white goods within premium beverage
alcohol, warehouse services, and industrial alcohol. Total Ingredient Solutions segment sales increased 19.2 percent due to
increased sales of specialty wheat starches and proteins.
2019 to 2018 - Sales for 2019 were $362,745, a decrease of 3.5 percent compared to 2018, which was the result of
decreased sales in the Distillery Products segment, partially offset by increased sales in the Ingredient Solutions segment.
Within the Distillery Solutions segment, sales were down 5.4 percent primarily due to a decrease in sales of brown goods
within premium beverage alcohol, industrial alcohol and fuel grade alcohol, partially offset by an increase in sales of
warehouse services, distillers feed and related co-products and white goods within premium beverage alcohol. Total
Ingredient Solutions sales increased 5.6 percent due to increased sales of specialty wheat starches and proteins, and
commodity wheat starches, partially offset by decreased sales of commodity wheat proteins.
Gross profit
2020 to 2019 - Gross profit for 2020 was $98,806, an increase of 29.1 percent compared to 2019. The increase was driven
by an increase in gross profit in both segments. The Distillery Products segment gross profit increased by $12,008, or 18.2
percent and the Ingredient Solutions segment gross profit increased by $10,266, or 97.0 percent.
2019 to 2018 - Gross profit for 2019 was $76,532, a decrease of 8.5 percent compared to 2018. The decrease was driven
by a decrease in gross profit in both segments. In the Distillery Products segment, gross profit decreased by $5,841, or 8.1
percent and the Ingredient Solutions segment gross profit decreased by $1,226, or 10.4 percent.
SG&A expenses
2020 to 2019 - SG&A expenses for 2020 were $44,565, an increase of 52.2 percent compared to 2019. The increase in
25
SG&A was due primarily to higher personnel and incentive compensation expense, inclusive of certain incremental costs
incurred relating to the transition at the CEO position. Additionally, the increase was due to an increase related to advisory
and other transaction costs.
2019 to 2018 - SG&A expenses for 2019 were $29,290, a decrease of 12.4 percent compared to 2018. The decrease in
SG&A was primarily due to lower incentive compensation expense, partially offset by increased costs related to legal
matters and investments to support our brands initiative (personnel costs).
Operating income
Operating income for 2018
Decrease in gross profit - Distillery Products segment(a)
Decrease in gross profit - Ingredient Solutions segment(a)
Decrease in SG&A expenses
Operating income for 2019
Increase in gross profit - Distillery Products segment(a)
Increase in gross profit - Ingredient Solutions segment(a)
Increase in SG&A expenses
Operating income for 2020
(a) See segment discussion.
(b) Percentage points ("pp").
Operating
income
% Increase
(Decrease)
$
50,148
(5,841)
(11.6)
pp(b)
(1,226)
(2.5)
4,161
8.3
pp
pp
47,242
(5.8) %
12,008
10,266
25.4
21.7
(15,275)
(32.3)
pp(b)
pp
pp
$
54,241
14.8 %
2020 to 2019 - Operating income for 2020 increased to $54,241 from $47,242 for 2019, due to increases in gross profit in
both our Distillery Products and Ingredient Solutions segments. These increases were partially offset by an increase in
SG&A expenses.
2019 to 2018 - Operating income for 2019 decreased to $47,242 from $50,148 for 2018, due to gross profit declines in both
our Distillery Products and Ingredient Solutions segments. These decreases were partially offset by a decrease in SG&A
expenses.
Income tax expense
2020 to 2019 - Income tax expense for 2020 was $12,256, for an effective tax rate for the year of 23.3 percent. Income tax
expense for 2019 was $7,144, for an effective tax rate for the year of 15.6 percent. The 7.7 percentage point increase was
primarily due to the favorable tax impact of vested share-based awards that occurred during 2019.
2019 to 2018 - Income tax expense for 2019 was $7,144, for an effective tax rate for the year of 15.6 percent. Income tax
expense for 2018 was $11,696, for an effective tax rate for the year of 23.9 percent. The principal reasons for the 8.3
percentage point decrease in the effective tax rate, year versus year, were an increase in the favorable tax impact of vested
share-based awards (which may not continue in future years), a favorable tax impact related to the change in the
Company's valuation allowance, higher tax credits, and a change in estimate in 2018 related to the 2017 sale of the
Company's equity method investment that did not reoccur in 2019, partially offset by the tax impact of legal matters, and
certain compensation being subject to the deduction limit applicable to public companies.
26
Basic and diluted EPS
Basic and diluted EPS for 2018
Change in operating income(a)
Change in income attributable to participating securities(c)
Change in weighted average shares outstanding(c)
Tax: Change in share-based compensation
Tax: Change in discrete items
Tax: Change in effective tax rate
Basic and diluted EPS for 2019
Change in operating income(a)
Change in weighted average shares outstanding: share repurchase program(c)
Change in weighted average shares outstanding: withholding taxes(c)
Tax: Change in share-based compensation
Tax: Change in effective tax rate
Basic and diluted EPS for 2020
Basic and
Diluted EPS
2.17
$
(0.15)
0.02
(0.03)
0.12
0.12
0.02
2.27
$
0.41
0.02
0.01
(0.21)
(0.13)
2.37
$
% Increase
(Decrease)
pp(b)
pp
pp
pp
pp
pp
pp(b)
pp
pp
pp
pp
(6.9)
0.9
(1.3)
5.5
5.5
0.9
4.6 %
18.1
0.9
0.4
(9.3)
(5.7)
4.4 %
(a)
(b)
(c)
Items are net of tax based on the effective tax rate for each base year.
Percentage points ("pp").
Income attributable to participating securities changes primarily due to the awarding and vesting of the employee RSUs that receive dividend
equivalent payments. Weighted average shares outstanding change primarily due to our repurchases of Common Stock, the vesting of employee
RSUs, our purchase of vested RSUs from employees to pay withholding taxes, and the granting of Common Stock to directors.
2020 to 2019 - EPS increased to $2.37 in 2020 from $2.27 in 2019, primarily due to the increase in operations, partially
offset by the favorable tax impact of vested share-based awards that occurred during 2019.
2019 to 2018 - EPS increased to $2.27 in 2019 from $2.17 in 2018, primarily due to the tax impacts of vested share-based
awards and higher state tax credits in the effective tax rate. Partially offsetting these increases was a decrease in
operations.
27
DISTILLERY PRODUCTS SEGMENT
Brown Goods
White Goods
Premium beverage alcohol
Industrial alcohol
Food grade alcohol
Fuel grade alcohol
Distillers feed and related co-products
Warehouse services
Total Distillery Products
Premium beverage alcohol
Gross profit
Gross margin %
(a) Percentage points ("pp")
2020 compared to 2019
DISTILLERY PRODUCTS SALES
Year Ended December 31,
Year-versus-Year Sales Change
Increase/ (Decrease)
2020
2019
$ Change
% Change
$ 125,059
$ 107,190
$
17,869
16.7 %
64,347
189,406
80,682
270,088
5,630
26,109
15,631
62,862
170,052
79,833
249,885
5,949
26,743
14,656
1,485
19,354
849
20,203
(319)
(634)
975
2.4
11.4
1.1
8.1
(5.4)
(2.4)
6.7
$ 317,458
$ 297,233
$
20,225
6.8 %
Change in Year-versus-Year Sales
Attributed to:
Total
11.4%
Volume
13.7%
Net Price/
Mix
(2.3)%
Other Financial Information
Year Ended December 31,
Year-versus-Year Increase/
(Decrease)
2020
2019
Change
% Change
$
77,960
$
65,952
$
12,008
18.2 %
24.6 %
22.2 %
2.4 pp(a)
Total Distillery Products sales for 2020 increased by $20,225, or 6.8 percent compared to 2019. Sales of brown goods and
white goods within premium beverage alcohol, warehouse services, and industrial alcohol increased, while sales of
distillers feed and related co-products and fuel grade alcohol decreased compared to 2019. The increase in brown goods
was due to increased sales volume, partially offset by lower average selling price. The increase in white goods and
industrial alcohol was due to higher average selling prices, partially offset by decreased sales volume. These increases
were slightly offset by decreases in distillers feed and related co-products and fuel grade alcohol due to lower average
selling prices.
Gross profit increased year versus year by $12,008, or 18.2 percent. Gross margin for 2020 increased to 24.6 percent from
22.2 percent for 2019. The increase in gross profit was primarily due to higher sales volume on brown goods and higher
average selling price on white goods and industrial alcohol. The increase in gross profit was partially offset by higher costs
relating to a reduction in brown goods put-away for aging, lower average selling price on brown goods and increased
production costs due to the temporary shutdown of the Atchison facilities as a result of the ransomware cyber-attack.
28
Brown Goods
White Goods
Premium beverage alcohol
Industrial alcohol
Food grade alcohol
Fuel grade alcohol
Distillers feed and related co-products
Warehouse services
Total Distillery Products
Premium beverage alcohol
Gross profit
Gross margin %
(a) Percentage points ("pp")
2019 compared to 2018
DISTILLERY PRODUCTS SALES
Year Ended December 31,
Year-versus-Year Sales Change
Increase/ (Decrease)
2019
2018
$ Change
% Change
$ 107,190
$ 125,857
$
(18,667)
(14.8) %
62,862
170,052
79,833
249,885
5,949
26,743
14,656
62,574
188,431
80,650
269,081
6,347
25,698
12,929
288
(18,379)
(817)
(19,196)
(398)
1,045
1,727
0.5
(9.8)
(1.0)
(7.1)
(6.3)
4.1
13.4
$ 297,233
$ 314,055
$
(16,822)
(5.4) %
Change in Year-versus-Year Sales
Attributed to:
Total
(9.8)%
Volume
(4.2)%
Net Price/
Mix
(5.6)%
Other Financial Information
Year Ended December 31,
Year-versus-Year Increase/
(Decrease)
2019
2018
Change
% Change
$
65,952
$
71,793
$
(5,841)
(8.1) %
22.2 %
22.9 %
(0.7) pp(a)
Total Distillery Products sales for 2019 decreased by $16,822, or 5.4 percent compared to 2018. Sales of premium
beverage alcohol were down due to lower volumes, predominantly in brown goods within premium beverage alcohol
(mix), partially offset by better pricing in both brown goods and white goods within premium beverage alcohol. Sales of
brown goods, industrial alcohol and fuel grade alcohol decreased, while sales of warehouse services, distillers feed and
related co-products and white goods increased. Sales of brown goods decreased 14.8 percent, due to lower sales volume,
partially offset by higher average selling price. Industrial alcohol product sales decreased primarily driven by lower sales
volume, partially offset by slightly favorable pricing. These decreases were partially offset by an increase in warehouse
services sales of 13.4 percent and an increase in sales of distillers feed and related co-product of 4.1 percent, primarily due
to an increase in sales volumes.
Gross profit decreased year versus year by $5,841, or 8.1 percent. Gross margin for 2019 decreased to 22.2 percent
compared to 22.9 percent for 2018. The decline in gross profit was primarily due to lower sales volume on brown goods.
Industrial alcohol and white goods gross profits declined as the market remains challenged due to oversupply. This decline
was partially offset by favorable average selling price on brown goods as well as increased gross profits on distillers feed
and related co-products and warehouse services.
29
INGREDIENT SOLUTIONS SEGMENT
INGREDIENT SOLUTIONS SALES
Year Ended December 31,
Year-versus-Year Sales Change
Increase/ (Decrease)
2020
2019
$ Change
% Change
Specialty wheat starches
Specialty wheat proteins
Commodity wheat starches
Commodity wheat proteins
$
41,631
$
30,816
$
10,815
26,960
7,630
1,842
22,359
9,628
2,709
4,601
(1,998)
(867)
Total Ingredient Solutions
$
78,063
$
65,512
$
12,551
35.1 %
20.6
(20.8)
(32.0)
19.2 %
Change in Year-versus-Year Sales Attributed
to:
Total
19.2%
Volume
8.5%
Net Price/
Mix
10.7%
Other Financial Information
Year Ended December 31,
Year-versus-year Increase/
(Decrease)
2020
2019
Change
% Change
$
20,846
$
10,580
$
10,266
97.0 %
26.7 %
16.2 %
10.5 pp(a)
Total Ingredient Solutions
Gross profit
Gross margin %
(a) Percentage points ("pp")
2020 compared to 2019
Total Ingredient Solutions sales for 2020 increased by $12,551, or 19.2 percent compared to 2019. This increase was
driven by higher sales of specialty wheat starches and proteins, partially offset by a decrease in sales of commodity wheat
starches and proteins. The increase in sales of specialty wheat starches was driven by increased sales volume and higher
average selling prices. The increase in sales of specialty wheat proteins was driven by increased sales volume, partially
offset by lower average selling prices. These increases were partially offset by decreased sales volume of commodity
wheat starches and proteins.
Gross profit increased year versus year by $10,266, or 97.0 percent. Gross margin for 2020 increased to 26.7 percent from
16.2 percent for 2019. The increase in gross profit was primarily driven by the increased sales volume and higher average
selling prices of specialty wheat starches and proteins and decreased sales volume of commodity wheat starches and
proteins (mix). Additionally, gross profit was positively impacted by the optimization of higher margin specialty products
to meet the increased demand of customers' high fiber and high protein products. These increases in gross profit were
partially offset by increased production costs due to the temporary shutdown of the Atchison facilities as a result of the
ransomware cyber-attack.
30
INGREDIENT SOLUTIONS SALES
Year Ended December 31,
Year-versus-Year Sales Change
Increase/ (Decrease)
2019
2018
$ Change
% Change
Specialty wheat starches
Specialty wheat proteins
Commodity wheat starches
Commodity wheat proteins
$
30,816
$
28,594
$
22,359
9,628
2,709
21,098
9,223
3,119
2,222
1,261
405
(410)
Total Ingredient Solutions
$
65,512
$
62,034
$
3,478
7.8 %
6.0
4.4
(13.1)
5.6 %
Change in Year-versus-Year Sales Attributed
to:
Total
5.6%
Volume
2.3%
Net Price/
Mix
3.3%
Other Financial Information
Year Ended December 31,
Year-versus-year Increase/
(Decrease)
2019
2018
Change
% Change
$
10,580
$
11,806
$
(1,226)
(10.4) %
16.2 %
19.0 %
(2.8) pp(a)
Total Ingredient Solutions
Gross profit
Gross margin %
(a) Percentage points ("pp")
2019 compared to 2018
Total Ingredient Solutions sales for 2019 increased by $3,478, or 5.6 percent compared to 2018. This increase was driven
by higher sales of specialty wheat starches and proteins, and commodity wheat starches, partially offset by a decrease in
sales of commodity wheat proteins. The increase in specialty wheat starches was driven by an increase in sales volume and
favorable average selling pricing. The increase in commodity wheat starches was primarily due to favorable pricing,
partially offset by a decrease in sales volume. The increase in specialty wheat proteins was due to an increase in sales
volume, partially offset by lower average selling price driven by the loss of a large specialty wheat protein customer.
These increases were partially offset by decreased sales of commodity wheat proteins which was driven by lower sales
volume.
Gross profit decreased year versus year by $1,226, or 10.4 percent. Gross margin for 2019 decreased to 16.2 percent from
19.0 percent for 2018. The decrease in gross profit was primarily due to the above mentioned specialty wheat protein
customer loss, increased production costs resulting from higher input costs, partially offset by increased gross profit of
commodity wheat starches and proteins.
31
CASH FLOW, FINANCIAL CONDITION AND LIQUIDITY
We believe our financial condition continues to be of high quality, as evidenced by our ability to generate adequate cash
from operations while having ready access to capital at competitive rates.
Operating cash flow and borrowings through our Credit Agreement and Note Purchase Agreement (Note 5) provide the
primary sources of cash to fund operating needs and capital expenditures. These same sources of cash are used to fund
shareholder dividends and other discretionary uses. Going forward, we expect to use cash to implement our invest to grow
strategy. Our overall liquidity reflects our strong business results and an effective cash management strategy that takes into
account liquidity management, economic factors, and tax considerations. We expect our sources of cash, including our
Credit Agreement and Note Purchase Agreement, to be adequate to provide for budgeted capital expenditures and
anticipated operating requirements for the foreseeable future.
Cash Flow Summary
Year Ended December 31,
Changes, Year versus Year-
Increase / (Decrease)
2020
2019
2018
2020 vs. 2019
2019 vs. 2018
Cash provided by operating activities
$ 53,255 $ 19,722 $ 33,481 $
33,533 $
(13,759)
Cash used in investing activities
(19,647)
(17,931)
(31,046)
(1,716)
13,115
Cash used in financing activities
(15,255)
(3,507)
(494)
(11,748)
(3,013)
Increase (decrease) in cash and cash equivalents
$ 18,353 $
(1,716) $
1,941 $
20,069 $
(3,657)
Operating Activities. Cash provided by operating activities were $53,255 during the year ended December 31, 2020. The
cash provided by operating activities during 2020 resulted primarily from net income of $40,345, adjustments for non-cash
or non-operating charges of $17,050 including depreciation and amortization, share-based compensation, and deferred
income taxes, partially offset by uses of cash due to changes in operating assets and liabilities of $4,140. The primary
drivers of the changes in operating assets and liabilities were $16,173 use of cash related to an increase in receivables,
inclusive of insurance receivables, $3,886 use of cash related to an increase in inventories, partially offset by $11,503
provided by cash related to an increase in accrued expenses primarily due to higher incentive compensation expense and
$1,817 provided by cash related to an increase in accounts payable related to the timing of cash disbursements.
Additionally, there was $1,750 provided by cash related to income taxes payable, due to higher than expected income
before taxes.
Cash provided by operating activities were $19,722 during the year ended December 31, 2019. The cash provided by
operating activities during 2019 resulted primarily from net income of $38,793, adjustments for non-cash or non-operating
charges of $15,012 including depreciation and amortization, share-based compensation and deferred income taxes, partially
offset by uses of cash due to change in operating assets and liabilities of $34,083. The primary drivers of the changes in
operating assets and liabilities were $28,162 use of cash related to an increase in inventories driven primarily by barreled
distillate and $2,134 use of cash related to an increase in receivables, net primarily related to the timing of sales and cash
collections. Additionally, there was $2,107 provided by cash related to an increase in accounts payable related to the timing
of cash disbursements
Cash provided by operating activities were $33,481 during the year ended December 31, 2018. The cash provided by
operating activities during 2018 resulted primarily from net income of $37,284, adjustments for non-cash or non-operating
charges of $16,126 including depreciation and amortization, share-based compensation and deferred income taxes, partially
offset by uses of cash due to change in operating assets and liabilities of $19,929. The primary drivers of the changes in
operating assets and liabilities were $15,620 use of cash related to an increase in inventories driven primarily by barreled
distillate and $4,450 use of cash related to an increase in receivables, net. The change in receivables, net is primarily related
to the timing of sales and cash collections.
32
Investing Activities. Cash used in investing activities for year ended December 31, 2020 was $19,647, which primarily
resulted from additions to property, plant and equipment of $19,701 (see capital spending) and an increase in proceeds
from sale of property of $2,906, partially offset by cash of $2,750 used in the acquisition of a business.
Cash used in investing activities for year ended December 31, 2019 was $17,931, which primarily resulted from additions
to property, plant and equipment of $16,730 (see capital spending).
Cash used in investing activities for year ended December 31, 2018 was $31,046, which resulted from additions to
property, plant and equipment of $31,046 (see capital spending).
Capital Spending. We manage capital spending to support our business growth plans. Investments in plant, property and
equipment were $19,701, $16,730, and $31,046 for years ended December 31, 2020, 2019, and 2018, respectively.
Adjusted for the change in capital expenditures in accounts payable for years ended December 31, 2020, 2019, and 2018 of
$(1,055), $2,041, and $(2,133), respectively, and total capital expenditures were $18,646, $18,771, and $28,913,
respectively. We expect approximately $43,300 in capital expenditures in 2021, excluding any insurance recoveries. Of the
$43,300 expected capital expenditures $29,400 is allocated for the replacement of the feed dryer system. The remainder is
for facility improvement and expansion, facility sustenance projects, and environmental health and safety projects.
As part of our strategic plan to support the growth of the American whiskey category, we previously announced a
warehouse expansion project. As of December 31, 2020, we had incurred approximately $49,900 of the total investment,
which completes our current warehouse expansion project.
Financing Activities. Cash used in financing activities for year ended December 31, 2020 was $15,255, primarily due to
payments of dividends and dividend equivalents of $8,188 (see Note 7 for additional information), purchases of treasury
stock of $4,411 (see Treasury Purchases) and net debt payments of $2,656 (see Long-Term and Short-Term Debt).
Cash used in financing activities for year ended December 31, 2019 was $3,507, primarily due to payments of dividends
and dividend equivalents of $6,856 (see Note 7 for additional information), purchases of treasury stock for tax withholding
on share-based compensation of $5,489 (see Treasury Purchases), offset by net proceeds from debt of $8,914 (see Long-
Term and Short-Term Debt).
Cash used in financing activities for year ended December 31, 2018 was $494, primarily due to payments of dividends and
dividend equivalents of $5,500 (see Note 7 for additional information), purchases of treasury stock for tax withholding on
share-based compensation of $2,324 (see Treasury Purchases), partially offset by net proceeds in long-term debt $7,330
(see Long-Term and Short-Term Debt).
Treasury Purchases. 31,741 RSUs vested and converted to common shares during year ended December 31, 2020, of
which we withheld and purchased for treasury 10,437 shares valued at $358 to cover payment of associated withholding
taxes.
235,409 RSUs vested and converted to common shares during year ended December 31, 2019, of which we withheld and
purchased for treasury 77,481 shares valued at $5,489 to cover payment of associated withholding taxes.
80,343 RSUs vested and converted to common shares during year ended December 31, 2018, of which we withheld and
purchased for treasury 27,214 shares valued at $2,324 to cover payment of associated withholding taxes.
Share Repurchase. On February 25, 2019, the Board of Directors approved a $25,000 share repurchase authorization
commencing February 27, 2019 through February 27, 2022. Under the share repurchase program, the company can
repurchase stock from time to time for cash in open market purchases, block transactions, and privately negotiated
transactions in accordance with applicable federal securities laws. This share repurchase program may be modified,
suspended, or terminated by the company at any time without prior notice. During the year ended December 31, 2020, we
purchased approximately 159,104 shares of MGP Common Stock for $4,053, resulting in $20,947 remaining under the
share repurchase plan.
33
Long-Term and Short-Term Debt. We maintain debt levels we consider appropriate after evaluating a number of
factors, including cash flow expectations, cash requirements for ongoing operations, investment and financing plans
(including brand development, share repurchases, and Board-approved dividends) and the overall cost of capital. Total
debt was $39,871 (net of unamortized loan fees of $129) at December 31, 2020 and $41,060 (net of unamortized loan fees
of $448) at December 31, 2019. During 2020, 2019, and 2018, we had net borrowings / (payments) on our Credit
Agreement of $(300), $(10,700), and $7,702, and net borrowings / (payments) on our long-term debt of $(1,208), $19,614,
and $(372), respectively. During 2020, we incurred $1,148 of loan fees associated with refinancing our credit agreement.
Net borrowings / (payments) on all debt for 2020, 2019, and 2018 were $(2,656), $8,914, and $7,330, respectively (see
Note 5 for additional information).
Dividends and Dividend Equivalents. See Note 7 for further discussion.
On February 23, 2021, the Board of Directors declared a quarterly dividend payable to stockholders of record as of March
12, 2021, of our Common Stock and a dividend equivalent payable to holders of certain RSUs as of March 12, 2021, of
$0.12 per share and per unit. The dividend payment and dividend equivalent payment will occur on March 26, 2021.
Financial Condition and Liquidity
Our principal uses of cash in the ordinary course of business are for input costs used in our production processes, salaries,
capital expenditures, and investments supporting our strategic plan, such as the aging of barreled distillate. Generally,
during periods when commodities prices are rising, our operations require increased use of cash to support inventory levels.
Our principal sources of cash are product sales and borrowing on our Credit Agreement and Note Purchase Agreement.
Under our Credit Agreement and Note Purchase Agreement, we must meet certain financial covenants and restrictions,
and at December 31, 2020, we met those covenants and restrictions.
At December 31, 2020, our current assets exceeded our current liabilities by $168,954, largely due to our inventories, at
cost, of $141,011. At December 31, 2020, our cash balance was $21,662 and we have used our Credit Agreement and Note
Purchase Agreement for liquidity purposes, with $300,000 remaining for additional borrowings. We anticipate being able
to support our short-term liquidity and operating needs largely through cash generated from operations. We regularly
assess our cash needs and the available sources to fund these needs. We utilize short-term and long-term debt to fund
discretionary items, such as capital investments and dividend payments. In addition, we have strong operating results such
that financial institutions should provide sufficient credit funding to meet short-term financing requirements, if needed.
On January 22, 2021, we entered into a definitive agreement to acquire Luxco, Inc., and its affiliated companies ("Luxco").
Under the terms of the agreement, Luxco shareholders will receive $237,500 in cash (less assumed indebtedness) and
5,007,833 shares of MGP Common Stock. The purchase price is subject to customary purchase price adjustments,
including working capital, which adjustments are anticipated to be paid in cash. The transaction is anticipated to be
completed during the first half of 2021, subject to regulatory approvals and customary closing conditions. The cash portion
of the purchase price, plus transaction-related expenses, will be financed by borrowings under our existing revolving credit
facility. We anticipate having sufficient cash flows to support our support our short-term liquidity and operating needs
(See Part I, Item 1A - Risk Factors and Note 15 for additional information).
OFF BALANCE SHEET OBLIGATIONS
Industrial Revenue Bonds. On October 24, 2018, we closed an industrial revenue bond transaction with the City of
Williamstown, Kentucky (the "City") in order to receive a 30-year real property tax abatement on our renovated and newly-
constructed warehouse buildings near the City. Pursuant to this transaction, the City issued a principal amount of $10,000
of its industrial revenue bonds to us and then used the proceeds to purchase the land and warehouse from us. The City then
leased the facilities back to us under a capital lease, the terms of which provide for the payment of basic rent in an amount
sufficient to pay principal and interest on the bonds. Our obligation to pay rent under the lease is in the same amount and
due on the same date as the City’s obligation to pay debt service on the bonds which we hold. The lease permits us to
present the bonds at any time for cancellation, upon which our obligation to pay basic rent would be canceled. The bonds’
maturity date is 2047, at which time the facilities will revert to us without costs. If we were to present the bonds for
cancellation prior to maturity, a nominal fee would be incurred.
34
We recorded the land and buildings as assets in property, plant, and equipment, net, on our Consolidated Balance Sheets.
Because we own all outstanding bonds, have a legal right to set-off, and intend to set-off the corresponding lease and
interest payment, we have netted the capital lease obligation with the bond asset. No amount for our obligation under the
capital lease is reflected on our Consolidated Balance Sheet, nor do we reflect an amount for the corresponding industrial
revenue bond asset (see Note 9 for additional information).
Contractual Obligations
The following table provides information on the amounts and payments of our contractual obligations at December 31,
2020:
Payments due by period
Total
2021
2022-2023
2024-2025
After 2025
Long-term debt
Interest on long-term debt
Operating leases
Purchase commitments
Other
Total
$
8,800
$
12,800
$
16,800
$
40,000
$
6,858
5,511
1,600
1,482
2,308
2,606
2,782
174,540
136,298 (a)
37,521
1,374
266
476
1,774
421
721
287
996
—
—
345
$
228,283
$
141,954
$
52,185
$
16,003
$
18,141
(a) Includes open purchase order commitments related to raw materials and packaging used in the ordinary course of business of
$112,641.
NEW ACCOUNTING PRONOUNCEMENTS
For information with respect to recent accounting pronouncements and the impact of these pronouncements on our
consolidated financial statements, see Note 1.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to commodity price and interest rate market risks. We monitor and manage these exposures as part of our
overall risk management program. Our risk management program focuses on the unpredictability of financial markets and
seeks to reduce the potentially adverse effects that the volatility of these markets may have on our operating results.
Commodity Costs. Certain commodities we use in our production process, or input costs, expose us to market price risk
due to volatility in the prices for those commodities. Through our grain supply contracts for our Atchison and
Lawrenceburg facilities, our wheat flour supply contract for our Atchison facility, and our natural gas contracts for both
facilities, we purchase grain, wheat flour, and natural gas, respectively, for delivery from one to 24 months into the future
at negotiated prices. We have determined that the firm commitments to purchase grain, wheat flour, and natural gas under
the terms of our supply contracts meet the normal purchases and sales exception as defined under Accounting Standards
Codification ("ASC") 815, Derivatives and Hedging, because the quantities involved are for amounts to be consumed
within the normal expected production process.
Interest Rate Exposures. Our Credit Agreement and Note Purchase Agreement (Note 5) expose us to market risks arising
from adverse changes in interest rates. Established procedures and internal processes govern the management of this
market risk.
Increases in market interest rates would cause interest expense to increase and earnings before income taxes to decrease.
The change in interest expense and earnings before income taxes would be dependent upon the weighted average
outstanding borrowings during the reporting period following an increase in market interest rates. Based on weighted
average outstanding variable-rate borrowings at December 31, 2020, a 100 basis point increase over the non-default rates
actually in effect at such date would increase our interest expense on an annualized basis by $70. Based on weighted
average outstanding fixed-rate borrowings at December 31, 2020, a 100 basis point increase in market rates would result in
a decrease in the fair value of our outstanding fixed-rate debt of $1,624, and a 100 basis point decrease in market rates
would result in an increase in the fair value of our outstanding fixed-rate debt of $1,714.
35
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of MGP Ingredients, Inc. (the "Company") is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance
with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial
statements.
Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. A
control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
With the participation of the Chief Executive Officer and Chief Financial Officer, our management conducted an
evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations ("COSO") of the Treadway
Commission. As a result of this assessment, management has concluded that the Company’s internal control over financial
reporting as of December 31, 2020 was effective.
KPMG, LLP, the independent registered public accounting firm that audited the Company’s financial statements contained
herein, has issued an audit report on the Company’s internal control over financial reporting as of December 31, 2020. The
combined report on the consolidated financial statements of MGP Ingredients, Inc. and subsidiaries and audit report is
included in Item 8 of this Form 10-K.
36
Report of Independent Registered Public Accounting Firm
To the the Stockholders and the Board of Directors
MGP Ingredients, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of MGP Ingredients, Inc. and subsidiaries (the Company)
as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in
stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the
related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control
over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of
the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting
principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2020 based on criteria established in Internal Control – Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control
over financial reporting based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained
in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial
statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our
opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and
37
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts
or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on
the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue recognition under bill and hold arrangements
As discussed in Note 1 to the consolidated financial statements, the Company’s Distillery Products segment routinely
enters into bill and hold arrangements, whereby the Company produces and sells aged and unaged distillate to
customers. As discussed in Note 3 to the consolidated financial statements, brown goods premium beverage alcohol
revenue was $125,059 thousand for the year ended December 31, 2020, a portion of which was for bill and hold
arrangements.
We identified the evaluation of revenue recognized under bill and hold arrangements as a critical audit matter because
of the extent of additional audit effort required to test the incremental bill and hold revenue recognition criteria. The
incremental bill and hold revenue recognition criteria include the evaluation of: 1) the reason for the bill and hold
arrangement; 2) the identification of the product as separately belonging to the customer; 3) the product being currently
ready for physical transfer to the customer; and 4) the Company’s inability to use the product or direct it to another
customer.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design
and tested the operating effectiveness of certain internal controls over the Company’s revenue recognition process,
including controls related to bill and hold revenue recognition criteria being met. We examined a sample of bill and
hold revenue transactions to assess the incremental bill and hold revenue recognition criteria. Specifically, we inspected
documentation received from the customer directing the Company to warehouse distillate after production.
Additionally, we observed a sample of customer-owned barrels to determine they were marked with unique identifiers
separating them from Company-owned inventory and were ready for physical transfer to the customer upon request.
Also, to evaluate that the Company does not have the ability to use the product or direct to another customer, we
inspected underlying documentation for the same sample of bill and hold transactions to determine legal title to the
product had transferred to the customer.
We have served as the Company’s auditor since 2008.
/s/ KPMG LLP
Kansas City, Missouri
February 25, 2021
38
MGP INGREDIENTS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
Sales
Cost of sales
Gross profit
Selling, general, and administrative expenses
Operating income
Interest expense, net and other
Income before income taxes
Income tax expense
Net income
Year Ended December 31,
2020
2019
2018
$
395,521 $
362,745
$
376,089
296,715
98,806
286,213
76,532
292,490
83,599
44,565
54,241
(1,640)
52,601
12,256
40,345
29,290
47,242
(1,305)
45,937
7,144
38,793
33,451
50,148
(1,168)
48,980
11,696
37,284
Income attributable to participating securities
261
253
708
Net income attributable to common shareholders and used in Earnings Per Share calculation $
40,084 $
38,540
$
36,576
Basic and diluted weighted average common shares
16,937,125
17,012,288
16,866,176
Basic and diluted Earnings Per Share
$
2.37 $
2.27
$
2.17
See Accompanying Notes to Consolidated Financial Statements
39
MGP INGREDIENTS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
Net income
Other comprehensive income (loss), net of tax:
Company sponsored benefit plan:
Change in post-employment benefits
Other comprehensive income (loss)
Comprehensive income
Year Ended December 31,
2020
2019
2018
$
40,345
$
38,793 $
37,284
732
732
(151)
(151)
147
147
$
41,077
$
38,642 $
37,431
See Accompanying Notes to Consolidated Financial Statements
40
MGP INGREDIENTS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except par value)
Current Assets
Cash and cash equivalents
Receivables (less allowance for credit loss at December 31, 2020 and 2019 - $24)
Inventory
Prepaid expenses
Refundable income taxes
Total current assets
Property, plant, and equipment, net
Operating lease right-of-use assets, net
Other assets
Total assets
Current Liabilities
Current maturities of long-term debt
Accounts payable
Income taxes payable
Accrued expenses
Total current liabilities
Long-term debt, less current maturities
Credit agreement - revolver
Long-term operating lease liabilities
Deferred credits
Other noncurrent liabilities
Deferred income taxes
Total liabilities
Commitments and Contingencies – Note 9
Stockholders’ Equity
Capital stock
December 31,
2020
2019
$
21,662 $
56,966
141,011
2,644
—
3,309
40,931
136,931
2,048
987
222,283
184,206
131,992
128,419
5,151
7,149
6,490
3,482
$
366,575 $
322,597
$
1,600 $
30,273
704
20,752
53,329
401
29,511
—
9,383
39,295
38,271
40,658
—
3,057
2,196
4,898
2,298
1
4,267
1,233
4,170
1,929
104,049
91,553
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 18,115,965 shares at December 31, 2020 and 2019;
16,915,862 and 17,028,125 shares outstanding at December 31, 2020 and 2019, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Treasury stock, at cost, 1,200,103 and 1,087,840 shares at December 31, 2020 and 2019, respectively
Total stockholders’ equity
Total liabilities and stockholders’ equity
See Accompanying Notes to Consolidated Financial Statements
6,715
15,503
6,715
14,029
262,943
230,784
486
(23,125)
262,526
(246)
(20,242)
231,044
$
366,575 $
322,597
41
MGP INGREDIENTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Cash Flows from Operating Activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Share-based compensation
Deferred income taxes, including change in valuation allowance
Other, net
Changes in operating assets and liabilities:
Receivables, net
Inventory
Prepaid expenses
Income taxes payable (refundable)
Accounts payable
Accrued expenses
Deferred credits
Other, net
Net cash provided by operating activities
Cash Flows from Investing Activities
Additions to property, plant, and equipment
Acquisition of business
Proceeds from sale of property and other
Other, net
Net cash used in investing activities
Cash Flows from Financing Activities
Payment of dividends and dividend equivalents
Purchase of treasury stock
Loan fees incurred with borrowings
Proceeds from long-term debt
Principal payments on long-term debt
Proceeds from credit agreement - revolver
Payments on credit agreement - revolver
Other, net
Net cash used in financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Year Ended December 31,
2020
2019
2018
$
40,345
$
38,793
$
37,284
12,961
3,002
593
494
(16,173)
(3,886)
(748)
1,750
1,817
11,503
963
634
53,255
(19,701)
(2,750)
2,906
(102)
(19,647)
(8,188)
(4,411)
(1,148)
—
(1,208)
54,700
(55,000)
—
(15,255)
18,353
3,309
11,572
3,304
252
(116)
(2,134)
(28,162)
(728)
(275)
2,107
(4,547)
(332)
(12)
19,722
11,362
3,099
1,665
—
(4,450)
(15,620)
862
1,268
(2,542)
551
(586)
588
33,481
(16,730)
(31,046)
—
—
(1,201)
(17,931)
(6,856)
(5,489)
—
20,000
(386)
17,440
(28,140)
(76)
(3,507)
(1,716)
5,025
—
—
—
(31,046)
(5,500)
(2,324)
—
—
(372)
28,966
(21,264)
—
(494)
1,941
3,084
5,025
$
21,662
$
3,309
$
See Accompanying Notes to Consolidated Financial Statements
42
MGP INGREDIENTS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Dollars in thousands)
Balance, December 31, 2017
$
4 $ 6,715 $ 13,912 $ 167,129 $
(311) $ (18,719) $ 168,730
Capital
Stock
Preferred
Issued
Common
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Total
Comprehensive income:
Net income
Other comprehensive income
Dividends and dividend equivalents of $0.32
per common share and per restricted stock unit,
net of estimated forfeitures
Share-based compensation
Stock shares awarded, forfeited or vested
Stock shares repurchased
Balance, December 31, 2018
Comprehensive income (loss):
Net income
Other comprehensive loss
Dividends and dividend equivalents of $0.40
per common share and per restricted stock unit,
net of estimated forfeitures
Share-based compensation
Stock shares awarded, forfeited or vested
Stock shares repurchased
Adjustment related to Accounting Standards
Update 2018-02 adoption
Balance, December 31, 2019
Comprehensive income:
Net income
Other comprehensive income
Dividends and dividend equivalents of $0.48
per common share and per restricted stock unit,
net of estimated forfeitures
Share-based compensation
Stock shares awarded, forfeited or vested
Stock shares repurchased
—
—
—
—
—
—
4
—
—
—
—
—
—
—
4
—
—
—
—
—
—
—
—
—
—
—
—
—
—
37,284
—
—
(5,499)
2,687
(1,224)
—
—
—
—
—
147
—
—
—
—
—
—
—
—
1,640
37,284
147
(5,499)
2,687
416
(2,324)
(2,324)
6,715
15,375
198,914
(164)
(19,403)
201,441
—
—
—
—
—
—
—
—
—
38,793
—
—
(151)
—
(6,854)
2,453
(3,799)
—
—
—
—
—
(69)
—
—
—
—
69
—
—
—
—
4,650
38,793
(151)
(6,854)
2,453
851
(5,489)
(5,489)
—
6,715
14,029
230,784
(246)
(20,242)
231,044
—
—
—
—
—
—
—
—
40,345
—
—
(8,186)
2,067
(593)
—
—
—
—
—
732
—
—
—
—
—
—
—
—
1,528
40,345
732
(8,186)
2,067
935
(4,411)
(4,411)
Balance, December 31, 2020
$
4 $ 6,715 $ 15,503 $ 262,943 $
486 $ (23,125) $ 262,526
See Accompanying Notes to Consolidated Financial Statements
43
MGP INGREDIENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, unless otherwise noted)
NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company. MGP Ingredients, Inc. ("Company") is a Kansas corporation headquartered in Atchison, Kansas and is a
leading producer and supplier of premium distilled spirits and specialty wheat protein and starch food ingredients. Distilled
spirits include premium bourbon and rye whiskeys and grain neutral spirits, including vodka and gin. MGP is also a top
producer of high quality industrial alcohol for use in both food and non-food applications. The Company's protein and
starch food ingredients provide a host of functional, nutritional, and sensory benefits for a wide range of food products to
serve the packaged goods industry. The Company's distillery products are derived from corn and other grains (including
rye, barley, wheat, barley malt, and milo), and its ingredient products are derived from wheat flour. The majority of the
Company’s sales are made directly, or through distributors, to manufacturers and processors of finished packaged goods or
to bakeries.
Principles of Consolidation. The consolidated financial statements include the accounts of the Company and its wholly
owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain
amounts in the 2018 and 2019 consolidated financial statements have been reclassified to conform to the 2020 presentation.
Use of Estimates. The financial reporting policies of the Company conform to accounting principles generally accepted in
the United States of America ("GAAP"). The preparation of 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 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, inclusive of
effects related to the COVID-19 pandemic. For all of these policies, management cautions that future events rarely 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, and certain maintenance and repair items. Bourbons and whiskeys are normally aged in barrels for
several years, following industry practice; all barreled bourbon and whiskey is 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, primarily corn.
Properties, Depreciation, and Amortization. Property, plant, and equipment are typically stated at cost. Additions,
including those that increase the life or utility of an asset, are capitalized and all properties are depreciated over their
estimated remaining useful lives. Depreciation and amortization are computed using the straight line method over the
following estimated useful lives:
Buildings and improvements(a)
Machinery and equipment
Office furniture and equipment
Computer equipment and software
Motor vehicles
Leasehold improvements are the shorter of economic useful life or life of lease
(a)
10 – 30 years
3 – 10 years
5 – 10 years
3 – 5 years
5 years
44
Maintenance costs are expensed as incurred. The cost of property, plant, and equipment sold, retired, or otherwise disposed
of, as well as related accumulated depreciation and amortization, are eliminated from the property accounts with related
gains and losses reflected in the Consolidated Statements of Income. The Company capitalizes interest costs associated
with significant construction projects. Total interest incurred for 2020, 2019, and 2018 is noted below:
Interest costs charged to expense
Plus: Interest cost capitalized
Total
Year Ended December 31,
2020
2019
2018
$
$
2,267 $
1,305 $
246
575
2,513 $
1,880 $
1,168
562
1,730
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 it expects to be
entitled to 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 one year or less.
Excise taxes that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by
the Company from a customer are excluded from revenue. 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 that point control passes to the customer, the customer has legal title
and the risk and rewards of ownership have transferred, and the customer has present obligation to pay.
The Company’s Distillery Products 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 at a Company location 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: customer acceptance specifications have been met, legal title has transferred, the customer
has a present obligation to pay for the product and the risk and rewards of ownership have transferred to the customer.
Additionally, all the following bill and hold criteria have been met in order for control to be transferred to the customer: the
reason for the bill and hold arrangement is substantive -the customer has requested the product be warehoused, the product
has been identified as separately belonging to the customer, the product is currently ready for physical transfer to the
customer, and the Company does not have the ability to use the product or direct it to another customer.
Warehouse service revenue is recognized over the time that warehouse services are rendered and as they are rendered. This
is a faithful depiction of the satisfaction of the performance obligation because control of the aging products has already
passed to the customer and there are no additional performance activities required by the Company, except as requested by
the customer. The performance of the service activities, as requested, is invoiced as satisfied and revenue is concurrently
recognized.
Recognition of Insurance Recoveries. Estimated loss contingencies are recognized as charges to income when they are
probable and reasonably estimable. Insurance recoveries are not recognized until all contingencies related to the insurance
claim have been resolved and settlement has been reached with the insurer. Insurance recoveries, to the extent of costs and
losses, are reported as a reduction to costs on the Consolidated Statements of Income. Insurance recoveries, in excess of
costs and losses, if any, would be reported as a separate caption in Operating income on the Consolidated Statements of
Income.
Income Taxes. The Company accounts for income taxes using an asset and liability method which requires the
recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A
valuation allowance is recognized if it is "more likely than not" that at least some portion of the deferred tax asset will not
be realized.
45
Earnings Per Share ("EPS"). Basic and diluted EPS is computed using the two class method, which is an earnings
allocation formula that determines net income per share for each class of Common Stock and participating security
according to dividends declared and participation rights in undistributed earnings. Per share amounts are computed by
dividing net income attributable to common shareholders by the weighted average shares outstanding during each year or
period.
Goodwill and Other Intangible Assets. The Company records goodwill and other indefinite-lived intangible assets in
connection with various acquisitions of businesses and allocates the goodwill and other indefinite-lived intangible assets to
its respective reporting units. The Company tests goodwill for impairment at least annually, in the fourth quarter, or on an
interim basis if events and circumstances occur that would indicate it is more likely than not that the fair value of a
reporting unit is less than the carrying value. To the extent that the carrying amount exceeds fair value, an impairment of
goodwill is recognized and allocated to the reporting units. Judgment is required in the determination of reporting units,
the assignment of assets and liabilities to reporting units, including goodwill, and the determination of fair value of the
reporting units. The fair value of the reporting units was estimated with the assistance of third party independent appraisals.
The Company separately evaluates indefinite-lived intangible assets for impairment. As of December 31, 2020, the
Company determined that goodwill and indefinite lived intangible assets were not impaired.
Fair Value of Financial Instruments. The Company determines the fair values of its financial instruments based on a fair
value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. The hierarchy is broken down into three levels based upon the observability of inputs.
Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or
liabilities that the Company has the ability to access. Level 2 inputs include quoted prices for similar assets and liabilities
in active markets and inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs are
unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset
or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.
In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been
determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s
assessment of the significance of a particular input to the fair value in its entirety requires judgment and considers factors
specific to the asset or liability.
The Company’s short-term financial instruments include cash and cash equivalents, accounts receivable and accounts
payable. The carrying value of the short-term financial instruments approximates the fair value due to their short-term
nature. These financial instruments have no stated maturities or the financial instruments have short-term maturities that
approximate market.
The fair value of the Company’s debt is estimated based on current market interest rates for debt with similar maturities
and credit quality. The fair value of the Company’s debt was $44,548 and $42,534 at December 31, 2020 and 2019,
respectively. The financial statement carrying value (including unamortized loan fees) was $39,871 and $41,060 at
December 31, 2020 and 2019, respectively. These fair values are considered Level 2 under the fair value hierarchy.
Derivative Instruments. Certain commodities the Company uses in its production process, or input costs, exposes it to
market price risk due to volatility in the prices for those commodities. Through the Company’s grain supply contracts for
its Atchison and Lawrenceburg facilities, its wheat flour supply contract for the Atchison facility, and its natural gas
contracts for both facilities, it purchases grain, wheat flour, and natural gas, respectively, for delivery from one to 24
months into the future at negotiated fixed prices. The Company has determined that the firm commitments to purchase
grain, wheat flour, and natural gas under the terms of its supply contracts meets the normal purchases and sales exception
as defined under ASC 815, Derivatives and Hedging, because the quantities involved are for amounts to be consumed
within the normal expected production process.
Recently Adopted Accounting Standard Updates.
Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) and subsequent
updates, which changes the methodology for measuring credit losses on financial instruments and the timing when such
losses are recorded. The Company adopted this standard on January 1, 2020 using the modified retrospective approach,
and it had no impact on its consolidated financial statements and disclosures.
ASU 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill by eliminating
the step 2 from the goodwill impairment test. An impairment in goodwill is recognized if the carrying amount of the
46
reporting unit exceeds its fair value. The Company adopted this standard on January 1, 2020 on a prospective basis. The
adoption of this standard had no impact on the Company's consolidated financial statements and disclosures.
ASU 2018-13, Fair Value Measurement (Topic 820), which modifies the disclosure requirements on fair value
measurements. The Company adopted this guidance on January 1, 2020 and it had no impact on its consolidated financial
statements and disclosures.
ASU 2019-12, Simplifying the Accounting for Income Taxes, which clarifies and simplifies certain aspects of accounting
for income taxes. This standard requires certain aspects to be adopted on either a retrospective or modified retrospective
basis, while others apply prospectively. This guidance is effective for fiscal years beginning after December 15, 2020 and
early adoption is permitted. The Company elected to early adopt this standard on January 1, 2020 and it had no impact on
its consolidated financial statements and disclosures.
Recently Issued Accounting Pronouncements.
ASU 2020-04, Facilitation of Effects of Reference Rate Reform on Financial Reporting, which provide optional expedients
and exceptions for a period of time to help facilitate the adoption of reference rate reform and the impact on financial
reporting. This guidance is effective immediately upon issuance and may be applied prospectively to contract
modifications and transactions affected by reference rate reform before December 31, 2022. This amendment is not
applicable to contract modifications made after December 31, 2022. The Company is still evaluating the effect that ASU
2020-04 will have on its consolidated financial statements and related disclosures.
ASU 2021-01, Reference Rate Reform - Scope, which provides certain expedients and exceptions when applying the
reference rate reform to certain derivative and hedging contracts. This guidance is effective immediately for all entities on a
full retrospective basis subsequent to March 12, 2020 or on a prospective basis to new contracts. The amendment is not
applicable to contract modifications made after December 31, 2020. The Company is still evaluating the effect that ASU
2021-01 will have on its consolidated financial statements and related disclosures.
NOTE 2: OTHER BALANCE SHEET CAPTIONS
Inventory.
Finished goods
Barreled distillate (bourbons and whiskeys)
Raw materials
Work in process
Maintenance materials
Other
Total
December 31,
2020
2019
$
16,414 $
16,654
105,445
104,249
6,954
1,805
8,634
1,759
4,920
1,766
8,200
1,142
$
141,011 $
136,931
47
Property, plant, and equipment, net.
Land, buildings, and improvements
Transportation equipment
Machinery and equipment
Construction in progress
Property, plant, and equipment, at cost
Less accumulated depreciation and amortization
Property, plant, and equipment, net
Accrued expenses.
Employee benefit plans
Salaries and wages
Property taxes
Current operating lease liabilities
Other
Total
NOTE 3: REVENUE
December 31,
2020
2019
$
114,374 $
105,257
664
181,990
16,702
313,730
3,317
190,930
14,454
313,958
(181,738)
(185,539)
$
131,992 $
128,419
December 31,
2020
2019
$
3,033 $
12,607
1,461
2,112
1,539
$
20,752 $
590
3,189
1,445
2,244
1,915
9,383
The Company generates revenues from the Distillery Products segment by the sale of products and by providing warehouse
services related to the storage and aging of customer products. The Company generates revenues from the Ingredient
Solutions segment by the sale of products. Revenue related to sales of products is recognized at a point in time whereas
revenue generated from warehouse services is recognized over time. Contracts with customers in both segments include a
single performance obligation (either the sale of products or the provision of warehouse services).
48
Disaggregation of Sales. The following table presents the Company's sales disaggregated by segment and major products
and services.
Distillery Products
Brown Goods
White Goods
Premium beverage alcohol
Industrial alcohol
Food grade alcohol
Fuel grade alcohol
Distillers feed and related co-products
Warehouse services
Total Distillery Products
Ingredient Solutions
Specialty wheat starches
Specialty wheat proteins
Commodity wheat starch
Commodity wheat protein
Total Ingredient Solutions
Year Ended December 31,
2020
2019
2018
$
125,059 $
107,190 $
125,857
64,347
189,406
80,682
270,088
5,630
26,109
15,631
62,862
170,052
79,833
249,885
5,949
26,743
14,656
62,574
188,431
80,650
269,081
6,347
25,698
12,929
317,458
297,233
314,055
41,631
26,960
7,630
1,842
78,063
30,816
22,359
9,628
2,709
65,512
28,594
21,098
9,223
3,119
62,034
Total sales
$
395,521 $
362,745 $
376,089
NOTE 4: GOODWILL AND OTHER INTANGIBLE ASSETS
The Company records goodwill and indefinite-lived intangible assets in connection with various acquisitions of businesses
and allocates the goodwill and indefinite-lived intangible assets to its respective reporting units. Goodwill and indefinite-
lived intangible assets are included in Other assets on the Consolidated Balance Sheets. Changes in carrying amount of
goodwill and indefinite-lived intangible assets by business segment were as follows:
Distillery Products (a)
Ingredient Solutions
Total (a)
Balance at December 31, 2019
Acquisitions
Balance at December 31, 2020
$
$
1,850
$
1,778
3,628
$
—
—
—
$
$
1,850
1,778
3,628
(a) Includes $890 and $350 of trade names at December 31, 2020 and 2019, respectively. Trade names are considered indefinite-lived intangible assets.
49
NOTE 5: CORPORATE BORROWINGS
Indebtedness Outstanding. The following table presents the Company’s outstanding indebtedness
Description(a)
Credit Agreement - Revolver, 1.15% (variable rate) due 2025
Previous Credit Agreement - Revolver, 3.19% (variable rate) due 2022
Secured Promissory Note, 3.71% (fixed rate) due 2022
Prudential Note Purchase Agreement, 3.53% (fixed rate) due 2027
Prudential Note Purchase Agreement, 3.80% (fixed rate) due 2029
Total indebtedness outstanding
Less unamortized loan fees(b)
Total indebtedness outstanding, net
Less current maturities of long-term debt
Long-term debt
December 31,
2020
2019
$
$
—
—
—
20,000
20,000
40,000
(129)
39,871
(1,600)
—
300
1,208
20,000
20,000
41,508
(448)
41,060
(401)
$
38,271
$
40,659
Interest rates are as of December 31, 2020, except for the Previous Credit Agreement which is as of December 31, 2019.
Loan fees are being amortized over the life of the Credit Agreement and Note Purchase Agreement.
(a)
(b)
Credit Agreement and Note Purchase Agreements. On February 14, 2020, the Company entered into a new credit
agreement (the "Credit Agreement") with multiple participants led by Wells Fargo Bank, National Association ("Wells
Fargo Bank"). The Credit Agreement provides for a $300,000 revolving credit facility. The Company may increase the
facility from time to time by an aggregate principal amount of up to $100,000 provided certain conditions are satisfied and
at the discretion of the lender. The Credit Agreement matures on February 14, 2025. The Credit Agreement is secured by
substantially all assets, excluding real property.
The Credit Agreement includes certain requirements and covenants, which the Company was in compliance with at
December 31, 2020. The Company incurred $1,148 new loan fees related to the Credit Agreement during 2020. The
unamortized balance of total loan fees related to the Credit Agreement was $1,195 at December 31, 2020, which were
included in Other assets, net on the Consolidated Balance Sheet. The unamortized loan fees are being amortized over the
life of the Credit Agreement.
As of December 31, 2020, the Company had no outstanding borrowings under the Credit Agreement leaving $300,000
available. The interest rate for the borrowings of the Credit Agreement at December 31, 2020 was 1.2%.
The Credit Agreement replaced the Company's $150,000 Credit Agreement ("Previous Credit Agreement) with Wells
Fargo Bank, which was entered into on August 23, 2017. The Previous Credit Agreement was set to mature on August 23,
2022. The Previous Credit Agreement was secured by substantially all assets, excluding real property. The interest rate for
borrowings of the Previous Credit Agreement at December 31, 2019 was 3.2%.
On August 23, 2017, the Company also entered into a Note Purchase and Private Shelf Agreement (the "Note Purchase
Agreement") with PGIM, Inc. ("Prudential Capital Group"), an affiliate of Prudential Financial, Inc., and certain affiliates
of PGIM, Inc. The Note Purchase Agreement was amended by the First Amendment to Private Shelf Agreement as of
February 14, 2020 and the Second Amendment to Private Shelf Agreement as of September 30, 2020. The amended
agreement provides for the issuance of up to $105,000 of Senior Secured Notes the shelf facility and issuance of up
$20,000 Senior Secured Notes. The Company issued $20,000 of Senior Secured Notes with a maturity date of August 23,
2027. The Senior Secured Notes bear interest at a rate of 3.5 percent per year. On April 30, 2019, the Company issued
$20,000 of additional Senior Secured Notes with a maturity date of April 30, 2029. The Senior Secured Notes bear interest
at a rate of 3.8 percent per year. The Note Purchase Agreement includes certain requirements and covenants, which the
Company was in compliance with at December 31, 2020. The Company incurred no new loan fees related to the Note
Purchase Agreement during 2020. The unamortized balance of total loan fees related to the Note Purchase Agreement was
$129 at December 31, 2020 and is being amortized over the life of the Note Purchase Agreement. The Note Purchase
Agreement is secured by substantially all assets, excluding real property.
50
Debt Maturities. Aggregate amount of maturities for long-term debt as of December 31, 2020 are as follows:
2021
2022
2023
2024
2025
Thereafter
Total
NOTE 6: INCOME TAXES
Income tax expense is composed of the
following:
Current:
Federal
State
Deferred:
Federal
State
Total
$
$
1,600
3,200
5,600
6,400
6,400
16,800
40,000
Year Ended December 31,
2020
2019
2018
$
10,825 $
6,426 $
1,291
12,116
(302)
442
140
412
6,838
352
(46)
306
8,844
1,317
10,161
55
1,480
1,535
$
12,256 $
7,144 $
11,696
Income tax expense also included tax expense allocated to comprehensive income for 2020, 2019, and 2018 of $229, $14,
and $73, respectively (see the Consolidated Statements of Comprehensive Income).
In response to COVID-19, President Donald Trump signed into law the Coronavirus Aid, Relief and Economic Security
Act (the "CARES Act") on March 27, 2020. The CARES Act along with other guidance issued by the IRS provides for
numerous tax provisions and other stimulus measures, including temporary suspension of certain payment requirements for
the employer portion of Social Security taxes, deferral of income tax payments until July 15, 2020, and technical
corrections from prior tax legislation. The Company is in the process of monetizing certain parts of the CARES Act and
continues to monitor tax legislation for additional potential benefits available to the Company. In addition, President
Trump signed a second COVID-19 stimulus bill, the Coronavirus Relief and Government Funding Act, on December 27,
2020. The Company is in the process of reviewing that legislation. As of December 31, 2020, to the extent applicable,
MGP has reflected both stimulus packages in its consolidated financial statements.
51
A reconciliation of income tax expense at the normal statutory federal rate to income tax expense included in the
accompanying Consolidated Statements of Income is below:
Year Ended December 31,
2020
2019
2018
"Expected" provision at federal statutory rate
$
11,046
$
State income taxes, net
Change in valuation allowance
Share-based compensation
Compensation limits
Federal and state tax credits
Other
Income tax expense
Effective tax rate
2,408
(422)
56
125
(1,035)
78
9,654
1,540
(168)
(2,877)
148
(1,302)
149
$
10,286
2,029
1,304
(1,201)
—
(807)
85
$
12,256
$
7,144
$
11,696
23.3 %
15.6 %
23.9 %
The tax effects of temporary differences giving rise to deferred income taxes shown on the Consolidated Balance Sheets
are as follows:
December 31,
2020
2019
$
446 $
250
2,123
—
2,986
1,264
2,077
1,322
1,250
1,036
12,754
(862)
11,892
717
300
1,238
91
3,198
1,529
1,738
1,582
—
1,291
11,684
(1,284)
10,400
(12,205)
(10,332)
(1,318)
(667)
(1,577)
(420)
(14,190)
(12,329)
$
(2,298) $
(1,929)
Deferred income tax assets:
Post-retirement liability
Deferred income
Share-based compensation
Capital loss carryforwards
State tax credit carryforwards
State operating loss carryforwards
Inventories
Operating lease liabilities
Deferred compensation
Other
Gross deferred income tax assets
Less: valuation allowance
Net deferred income tax assets
Deferred income tax liabilities:
Fixed assets
Operating lease right-of-use assets
Other
Gross deferred income tax liabilities
Net deferred income tax liability
52
A schedule of the change in valuation allowance is as follows:
Balance at December 31, 2018
Decrease
Balance at December 31, 2019
Decrease
Balance at December 31, 2020
$
1,452
(168)
1,284
(422)
862
$
As of December 31, 2020, the Company’s total valuation allowance of $862 related to net operating loss carryforwards and
certain tax credits in states in which it is not "more likely than not" to create enough state taxable income to fully utilize the
carryforwards before expiration of the carryforward periods. As of December 31, 2019, the Company’s total valuation
allowance of $1,284 related to net operating loss carryforwards in states in which it is not "more likely than not" to create
enough state taxable income to fully utilize the carryforwards before expiration of the carryforward periods, and capital
loss carryforwards that the Company is not "more likely than not" to use before they expire. The reduction of the valuation
allowance year-over-year is due to certain capital loss carryforwards and the corresponding deferred tax asset and related
valuation allowance expiring at the end of 2020, and the reduction of the valuation allowance related to certain state tax
attributes.
As of December 31, 2020 and 2019, the Company had $18,697 and $21,918 in gross state net operating loss carryforwards,
respectively. Due to varying state carryforward periods, the state net operating loss carryforwards will expire in varying
years between calendar years 2021 and 2040. As of December 31, 2020 and 2019, the Company had gross state tax credit
carryforwards of $3,778 and $4,049, respectively. State credits, if not used to offset income tax expense in their respective
jurisdictions, will expire in varying years between 2021 and 2036.
The Company treats accrued interest and penalties related to tax liabilities, if any, as a component of income tax
expense. During 2020, 2019, and 2018, the Company's activity in accrued interest and penalties was not significant.
The following is a reconciliation of the total amount of unrecognized tax benefits (excluding interest and penalties) for
2020, 2019, and 2018:
Beginning of year balance
Additions based on prior year tax positions
Additions based on current year tax positions
Reduction for prior year tax positions
Reductions for settlements
End of year balance
Year Ended December 31,
2020
2019
2018
$
255 $
193 $
185
2
20
—
(165)
3
78
(19)
—
2
11
(5)
—
$
112 $
255 $
193
For each period presented, substantially all of the amount of unrecognized benefits (excluding interest and penalties) would
impact the effective tax rate, if recognized. The Company reasonably expects that the amount of unrecognized tax benefit
will not change significantly over the next 12 months.
The Company completed an audit of federal income tax audit for tax year 2016, without significant findings. For federal
tax purpose, all tax years after 2016 remain open to adjustment. The Company is subject to examination for its state tax
returns for years 2016, and forward, with the exception of certain net operating losses and credit carryforwards originating
in years prior to 2016 that remain subject to adjustment.
53
NOTE 7: EQUITY AND EPS
Capital Stock. Common Stockholders are entitled to elect four of the nine members of the Board of Directors, while
Preferred Stockholders are entitled to elect the remaining five members. All directors are elected annually for a one year
term. Any vacancies on the Board are to be filled only by the shareholders and not by the Board. Shareholders who own
10 percent or more of the outstanding Common or Preferred Stock have the right to call a special meeting of stockholders.
Common Stockholders are not entitled to vote with respect to a merger, dissolution, lease, exchange or sale of substantially
all of the Company’s assets, or on an amendment to the Articles of Incorporation, unless such action would increase or
decrease the authorized shares or par value of the Common or Preferred Stock, or change the powers, preferences or special
rights of the Common or Preferred Stock so as to affect the Common Stockholders adversely. Generally, Common
Stockholders and Preferred Stockholders vote as separate classes on all other matters requiring shareholder approval.
EPS. The computations of basic and diluted EPS:
Operations:
Net income(a)
Less: Income attributable to participating securities (unvested shares and units) (b)
Net income attributable to common shareholders
Year Ended December 31,
2020
2019
2018
$
$
40,345 $
38,793 $
37,284
261
253
708
40,084 $
38,540 $
36,576
Share information:
Basic and diluted weighted average common shares(c)
16,937,125
17,012,288
16,866,176
Basic and diluted EPS
$
2.37 $
2.27 $
2.17
(a) Net income attributable to all shareholders.
(b) Participating securities included RSUs of 110,665, 111,365, and 326,375 for the years ended December 31, 2020, 2019, and
2018, respectively.
(c) Under the two class method, basic weighted average common shares exclude outstanding unvested participating securities.
Share Repurchase. On February 25, 2019, the Board of Directors approved a $25,000 share repurchase authorization
commencing February 27, 2019 through February 27, 2022. Under the share repurchase program, the company can
repurchase stock from time to time for cash in open market purchases, block transactions, and privately negotiated
transactions in accordance with applicable federal securities laws. This share repurchase program may be modified,
suspended, or terminated by the company at any time without prior notice. During the year ended December 31, 2020, the
Company repurchased approximately 159,104 shares of MGP Common Stock for $4,053, resulting in $20,947 remaining
under the share repurchase plan. The shares were repurchased in multiple separate tranches with the final purchase
concluding on March 16, 2020.
54
Dividends and Dividend Equivalents
Dividend and Dividend Equivalent Information (per Share and Unit)
Declaration date
Record date
Payment date
Declared
Paid
Dividend
payment
Dividend
equivalent
payment(a)(b)
Total
payment(b)
2020
February 24
April 28
July 28
March 13
May 22
August 21
March 27
June 5
September 4
October 27
November 20
December 4
2019
February 25
April 29
July 29
March 13
May 15
August 14
March 29
May 31
August 30
October 29
November 14
November 26
2018
February 21
April 30
July 31
March 9
May 16
August 16
March 23
June 1
August 31
October 30
November 15
November 30
$
0.12 $
0.12 $
2,047 $
13 $
$
$
$
$
0.12
0.12
0.12
0.12
0.12
0.12
2,027
2,029
2,030
14
14
14
0.48 $
0.48 $
8,133 $
55 $
0.10 $
0.10 $
1,701 $
13 $
0.10
0.10
0.10
0.10
0.10
0.10
1,702
1,703
1,703
11
11
12
0.40 $
0.40 $
6,809 $
47 $
0.08 $
0.08 $
1,348 $
27 $
0.08
0.08
0.08
0.08
0.08
0.08
1,348
1,348
1,349
27
27
26
$
0.32 $
0.32 $
5,393 $
107 $
2,060
2,041
2,043
2,044
8,188
1,714
1,713
1,714
1,715
6,856
1,375
1,375
1,375
1,375
5,500
(a) Dividend equivalent payments on unvested participating securities (see Note 10).
(b) Includes estimated forfeitures.
NOTE 8: LEASES
The Company has operating leases for railcars, computer equipment, an office space, and certain equipment. The
Company has no finance leases. Leases with terms of twelve months or less are not recorded on the Company’s
Consolidated Balance Sheets. The Company recognizes lease expense for these leases on a straight-line basis over the
lease term. For leases beginning in 2019 and later, lease components are accounted for separately from non-lease
components, such as common-area maintenance, based on the relative, observable stand-alone prices of the components.
The Company’s leases have remaining lease terms of one year to five years, some of which may include options to extend
the lease. Options to renew the Company’s leases were not considered when assessing the value of the right-of-use assets
because the Company was not reasonably certain that it will assert the options to renew the leases. As most of the
Company’s leases do not provide an implicit rate, the Company uses its estimated incremental collateralized borrowing rate
based on the information available at commencement date in determining the present value of lease payments.
55
The following table provides supplemental balance sheet classification information related to leases:
Leases
Assets
Operating
Total leased assets
Liabilities
Current Operating
Noncurrent Operating
Balance Sheet Classification
Operating lease right-of-use-assets, net
Accrued expenses
Long-term operating lease liabilitites
Total operating lease liability
The following table presents the components of lease costs:
Operating lease costs
Short-term lease costs
Sublease income
Net lease costs(a)
December 31,
2020
2019
5,151 $
5,151 $
6,490
6,490
2,112 $
3,057
5,169 $
2,244
4,267
6,511
Year Ended December 31,
2020
2019
2,704 $
281
(99)
2,886 $
2,434
767
(247)
2,954
$
$
$
$
$
$
(a) Recorded as a component of Operating income on the Company’s Consolidated Statement of Income.
The following table presents supplemental cash flow and non-cash activity related to lease information:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
Right-of-use assets obtained in exchange for lease obligations
Operating leases
The following table presents weighted average discount rate and remaining lease term:
Weighted average discount rate
Operating leases
Weighted average remaining lease term
Operating leases
$
$
Year Ended December 31,
2020
2019
2,707 $
2,414
1,048 $
2,064
December 31,
2020
2019
5.01 %
5.77 %
2.8 years
3.3 years
56
As of December 31, 2020, the maturities of operating lease liabilities were as follows:
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less interest
Total operating lease liability
$
$
2,308
1,689
1,093
420
1
—
5,511
(342)
5,169
NOTE 9: COMMITMENTS AND CONTINGENCIES
Commitments. Beginning in October 2018, the Company carries $10,000 in industrial revenue bonds with the City of
Williamstown, Kentucky (the "City") that mature in 2047, and leases back facilities owned by the City that the Company
recorded as property, plant, and equipment, net, on its Consolidated Balance Sheet under a capital lease. The lease
payment on the facilities is sufficient to pay principal and interest on the bonds. Because the Company owns all of the
outstanding bonds, has a legal right to set-off, and intends to set-off the corresponding lease and interest payment, the
Company netted the capital lease obligation with the bond asset and, in turn, reflected no amount for the obligation or the
corresponding asset on its Consolidated Balance Sheet at December 31, 2020 and 2019.
Contingencies. There are various legal and regulatory proceedings involving the Company and its subsidiaries. The
Company accrues estimated costs for a contingency when management believes that a loss is probable and can be
reasonably estimated.
Feed Dryer Fire. During November 2020, the Company experienced a fire at the Atchison facility. The fire damaged
certain equipment in the facility's feed drying operations and caused temporary loss of production time. The Company
impaired $681 of spare parts and other inventory which was recorded in Cost of sales on the Consolidated Statements of
Income for the year ended December 31, 2020. Additionally, the Company incurred $486 in losses from the write off of
property, plant and equipment, which was recorded as a component of Operating income on the Consolidated Statements of
Income for the year ended December 31, 2020. During December 2020, the Company recorded a $3,780 partial settlement
from its insurance carrier as a reduction of Cost of sales. The Company is working to construct a replacement drying
system. The Company’s insurance is expected to provide coverage of any business interruption and other losses from
damage to property, plant and equipment, but there can be no assurance to the amount or timing of possible insurance
recoveries if ultimately claimed by the Company.
Ransomware Cyber-Attack. In May 2020, the Company was affected by a ransomware cyber-attack that temporarily
disrupted production at its Atchison facilities. The Company's financial information was not affected and there is no
evidence that any sensitive or confidential company, supplier, customer or employee data was improperly accessed or
extracted from our network. The Company has insurance related to this event and partially recovered $633 in December
2020 as reduction of Cost of sales. The Company is currently evaluating if it will seek further recovery related to this
event. Following the attack, MGP implemented a variety of measures to further enhance our cybersecurity protections and
minimize the impact of any future attack. The Company’s insurance may cover additional losses from this incident, but
there can be no assurance as to the amount or timing of any possible insurance recoveries if ultimately claimed by the
Company.
Shareholder matters. In 2020, two putative class action lawsuits were filed in the United States District Court for District
of Kansas, naming the Company and certain of its current and former executive officers as defendants, asserting claims
under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The plaintiffs seek to pursue claims on behalf of a
class consisting of purchasers or acquirers of the Company's Common Stock during certain specified periods (the “Class
Periods”). On May 28, 2020, the two lawsuits were consolidated and the Court appointed City of Miami Fire Fighters’ and
Police Officers’ Retirement Trust as lead plaintiff. The consolidated action is captioned In re MGP Ingredients, Inc.
Securities Litigation and the file is maintained under Master File No. 2:20-cv-2090-DDCJPO. On July 22, 2020, the
57
Retirement Trust filed a consolidated Amended Complaint. The Consolidated Complaint alleges that the defendants made
false and/or misleading statements regarding the Company’s forecasts of sales of aged whiskey, and that, as a result the
Company's Common Stock traded at artificially inflated prices throughout the Class Periods. The plaintiffs seek
compensatory damages, interest, attorneys’ fees, costs, and unspecified equitable relief, but have not specified the amount
of damages being sought. On September 8, 2020, defendants filed a Motion to Dismiss the Consolidated Amended
Complaint. The Motion has been fully briefed and remains pending. Discovery is stayed while the motion is pending.
The Company intends to continue to vigorously defend itself in this action.
On May 11, 2020, Mitchell Dorfman, a shareholder in MGP, filed an action in the United States District Court for the
District of Kansas, under the caption Dorfman, derivatively on behalf of MGP Ingredients v. Griffin, et al., Case 2:20-
cv-02239. On June 4, 2020, Justin Carter, a shareholder in MGP, filed an action in the United States District Court for the
District of Kansas, under the caption Carter, derivatively on behalf of MGP Ingredients v. Griffin, et al., Case 2:20-
cv-02281. On June 18, 2020, Alexandra Kearns, a shareholder in MGP, filed an action in the District Court of Atchison
County, Kansas, under the caption Kearns, derivatively on behalf of MGP Ingredients v. Griffin, et al., Case 2020-
CV-000042. The defendants are certain of the Company’s current and former officers and directors. The Company is a
nominal defendant in each action. Plaintiffs allege that the Company was damaged as a result of the conduct of the
individual defendants alleged in the MGP Ingredients, Inc. Securities Litigation, the repurchase of company stock at
artificially inflated prices, and compensation paid to the individual defendants. The Complaint in Dorfman asserts claims
for violations of Sections 14(a), 10(b), and 20(a) of the Securities Exchange Act of 1934, breach of fiduciary duties, waste
of corporate assets, and unjust enrichment. The Complaint in Carter asserts claims for violations of Sections 10(b) and
20(a) of the Securities Exchange Act of 1934, breach of fiduciary duties, waste of corporate assets, and unjust enrichment.
The Petition in Kearns asserts claims for breach of fiduciary duties, waste of corporate assets, and unjust enrichment. The
pleadings pray for an award of compensatory damages, including interest, in favor of the Company, for equitable relief
related to the Company’s corporate governance, for disgorgement of compensation, and for an award of attorneys’ fees and
costs. On July 13, 2020, defendants filed a Motion to Dismiss in Dorfman. The Motion has been fully briefed and remains
pending. On August 13, 2020, defendants filed a Motion to Stay the Kearns action pending the resolution of Dorfman.
The Motion has been fully briefed and remains pending. On November 3, 2020, the court entered an order providing that
Defendants’ response to the Carter Complaint shall be due 14 days after a ruling on the Motion to Dismiss filed in
Dorfman.
On November 25, 2020, Kenneth Laury filed an action in the District Court of Shawnee County, Kansas under the caption
Laury v. MGP Ingredients, Inc., Case Number: 2020-CV-000609. The Petition alleges that plaintiff commenced the action
under K.S.A. 17-6510 to enforce his alleged right to inspect books and records of the Company, in order to enable him to
evaluate possible misconduct by the Company’s Board of Directors and management. On January 8, 2021, the Company
filed an Answer to the Petition, denying that plaintiff has satisfied the statutory requirements for his demand.
2016 Atchison Chemical Release. A chemical release occurred at the Company's Atchison facility on October 21, 2016,
which resulted in emissions venting into the air ("the Atchison Chemical Release"). Private plaintiffs have initiated, and
additional private plaintiffs may initiate, legal proceedings for damages resulting from the Atchsion Chemical Release, but
the Company is currently unable to reasonably estimate the amount of any such damages that might result. The
Company’s insurance may provide coverage of any damages to private plaintiffs, subject to a deductible of $250, but
certain regulatory fines or penalties may not be covered and there can be no assurance to the amount or timing of possible
insurance recoveries if ultimately claimed by the Company.
NOTE 10: EMPLOYEE BENEFIT PLANS
401(k) Plans. The Company has established 401(k) plans covering all employees after certain eligibility requirements are
met. Amounts charged to operations for employer contributions related to the plans totaled $1,733, $1,603, and $1,488 for
2020, 2019, and 2018, respectively.
Post-Employment Benefits. The Company sponsors life insurance coverage as well as medical benefits, including
prescription drug coverage, to certain retired employees and their spouses. In 2014, the Company made a change to the
plan to terminate post-employment health care and life insurance benefits for retirees and employees except for a specified
grandfathered group. As of December 31, 2020 and 2019, total current benefit obligation recorded in Accrued expense on
the Consolidated Balance Sheets was $266 and $441, respectively. As of December 31, 2020 and 2019, total noncurrent
benefit obligation was $1,476 and $2,509, which was recorded in Other noncurrent liabilities on the Consolidated Balance
Sheets, respectively.
58
Share-Based Compensation Plans. As of December 31, 2020, the Company was authorized to issue 40,000,000 shares of
Common Stock and had a treasury share balance of 1,200,103 at December 31, 2020.
The Company currently has two active share-based compensation plans: the Employee Equity Incentive Plan of 2014 (the
"2014 Plan") and the Non-Employee Director Equity Incentive Plan (the "Directors' Plan"). The plans were approved by
shareholders at the Company’s annual meeting in May 2014. Detail of activities in both plans follows below.
The Company’s share-based compensation plans provide for the awarding of stock options, stock appreciation rights, and
shares of restricted stock and RSUs for senior executives and salaried employees, as well as for outside directors.
Compensation expense related to restricted stock awards is based on the market price of the stock on the date the Board of
Directors communicates the approved award and is amortized over the vesting period of the restricted stock award. The
Consolidated Statements of Income for 2020, 2019, and 2018 reflect total share-based compensation costs and director fees
for awarded grants of $2,723, $2,424, $2,612, respectively, related to these plans.
For long-term incentive awards to be granted in the form of RSUs in 2021 based on 2020 results, the Human Resources
and Compensation Committee ("HRCC") determined that the grants would have performance conditions that would be
based on the same performance metrics as the Short-Term Incentive Plan (the "STI Plan"). The performance metrics are
operating income, earnings before interest, taxes, depreciation, and amortization ("EBITDA"), and EPS. Because
management determined at the beginning of 2020 that the performance metrics would most likely be met, amortization of
the estimated dollar pool of RSUs to be awarded based on 2020 results was started in the first quarter over an estimated 48
month period, including 12 months to the grant date and an additional 36 months to the vesting date. The Consolidated
Statements of Income for 2020, 2019, and 2018 reflects share-based compensation costs for grants to be awarded of
$2,566, $123, and $821, respectively.
2014 Plan. The 2014 Plan, with 1,500,000 shares registered for future grants, provides that vesting occurs pursuant to the
time period specified in the particular award agreement approved for that issuance of RSUs, which is to be not less than
three years unless vesting is accelerated due to the occurrence of certain events. As of December 31, 2020, 421,748 RSUs
had been granted of the 1,500,000 shares approved for under the 2014 Plan.
Directors’ Plan. The Director’s Plan, with 300,000 shares registered for future grants, provides that vesting occurs
pursuant to the time period specified in the particular award agreement approved for that issuance of equity. As of
December 31, 2020, 109,220 shares were granted of the 300,000 shares approved for grants under the Directors’ Plan and
all 109,220 shares were vested.
RSUs. Summary of unvested RSUs under the Company’s share-based compensation plans for 2020, 2019, and
2018:
Year Ended December 31,
2020
2019
2018
Weighted
Average
Grant-Date
Fair Value
Units
Weighted
Average
Grant-Date
Fair Value
Units
Weighted
Average
Grant-Date
Fair Value
Units
Unvested balance at beginning of year
116,855 $
Granted
Forfeited
Vested
38,700
(5,278)
(31,422)
Unvested balance at end of year
118,855 $
65.73
31.93
63.17
44.06
60.56
329,205 $
45,993
(22,934)
(235,409)
116,855 $
25.42
77.78
57.27
12.54
65.73
368,492 $
42,136
(1,080)
(80,343)
329,205 $
17.20
78.37
28.30
15.42
25.42
During 2020, 2019, and 2018, the total grant date fair value of RSU awards vested was $1,384, $2,951, and $1,239,
respectively. As of December 31, 2020 there was $1,570 of total estimated unrecognized compensation costs (net of
estimated forfeitures) related to granted RSU awards. These costs are expected to be recognized over a weighted average
period of approximately 1.6 years.
Upon their vesting, the Company purchased restricted stock and RSUs from employees to cover associated withholding
taxes. Total treasury stock purchases added 10,437 shares for $358 in 2020; 77,481 shares for $5,489 in 2019; and 27,214
shares for $2,324 in 2018.
59
Annual Cash Incentive Plan. The STI Plan was amended and restated as of January 1, 2019. The STI Plan is designed to
motivate and retain the Company’s officers and employees and tie short-term incentive compensation to achievement of
certain profitability goals by the Company. Pursuant to the STI Plan, short-term incentive compensation is dependent on
the achievement of certain performance metrics by the Company, established by the Board of Directors. Each performance
metric is calculated in accordance with the rules approved by the HRCC, which may adjust the results to eliminate unusual
items. For 2020, 2019, and 2018, the performance metrics were operating income, EBITDA, and EPS. Operating income
for the performance metric was defined as reported GAAP operating income adjusted for certain discretionary items as
determined by the Company’s management, if applicable ("adjusted operating income"). The HRCC determines the
officers and employees eligible to participate under the STI Plan for the plan year as well as the target annual incentive
compensation for each participant for each plan year.
Amounts expensed under the STI Plan totaled $9,732, $461, and $5,581 for 2020, 2019, and 2018, respectively.
Deferred Compensation Plan. The Company established an unfunded Executive Deferred Compensation Plan ("EDC
Plan") effective as of June 30, 2018, with a purpose to attract and retain highly-compensated key employees by providing
participants with an opportunity to defer receipt of a portion of their salary, bonus, and other specified compensation. The
Company's obligations under this plan will change in conjunction with the performance of the participants’ investments,
along with contributions to and withdrawals from the plan. Realized and unrealized gains (losses) on deferred
compensation plan investments were insignificant and were included as a component of Operating income in the
Company's Consolidated Statements of Income, because the Company's deferred compensation investments consist of
mutual funds that are considered trading securities.
Plan investments are classified as Level 1 in the fair value hierarchy since the investments trade with sufficient frequency
and volume to enable the Company to obtain pricing information on an ongoing basis. The current portion of deferred
compensation plan deferrals is comprised of estimated amounts to be paid within one year depending on timing of planned
disbursements. At December 31, 2020 and 2019, the EDC Plan investments were $2,007 and $1,185, respectively, which
were recorded in Other assets on the Company's Consolidated Balance Sheet. The EDC Plan liabilities were $3,140 and
$1,337 as of December 31, 2020 and 2019, respectively, which were recorded in Other non-current liabilities on the
Company's Consolidated Balance Sheet.
NOTE 11: CONCENTRATIONS
Significant customers. For 2020, 2019, and 2018, the Company had no sales to an individual customer that accounted for
more than 10 percent of consolidated sales. During the years 2020, 2019, and 2018, the Company’s ten largest customers
accounted for approximately 37 percent, 39 percent, and 40 percent of consolidated sales, respectively.
Significant suppliers. For 2020, the Company had purchases from two grain suppliers that approximated 30 percent of
consolidated purchases. In addition, the Company’s ten largest suppliers, accounted for approximately 65 percent of
consolidated purchases.
For 2019, the Company had purchases from two grain suppliers that approximated 31 percent of consolidated purchases.
In addition, the Company’s ten largest suppliers accounted for approximately 66 percent of consolidated purchases.
For 2018, the Company had purchases from two grain suppliers that approximated 29 percent of consolidated
purchases. The Company also purchased food grade alcohol from Pacific Ethanol of approximately 12 percent of
consolidated purchases. In addition, the Company’s ten largest suppliers, including these three suppliers, accounted for
approximately 68 percent of consolidated purchases.
NOTE 12: OPERATING SEGMENTS
At December 31, 2020 and 2019, the Company had two segments: Distillery Products and Ingredient Solutions. The
Distillery Products segment consists of food grade alcohol and distillery co-products, such as distillers feed (commonly
called dried distillers grain in the industry) and fuel grade alcohol. The Distillery Products segment also includes
warehouse services, including barrel put away, barrel storage, and barrel retrieval services. Ingredient Solutions segment
consists of specialty starches and proteins and commodity starches and proteins.
60
Operating profit for each segment is based on sales less identifiable operating expenses. Non-direct SG&A, interest
expense, and other general miscellaneous expenses are excluded from segment operations and are classified as
Corporate. Receivables, inventories, and equipment have been identified with the segments to which they relate. All other
assets are considered as Corporate.
Sales to customers:
Distillery Products
Ingredient Solutions
Total(a)
Gross profit:
Distillery Products
Ingredient Solutions
Total
Depreciation and amortization:
Distillery Products
Ingredient Solutions
Corporate
Total
Income (loss) before income taxes:
Distillery Products
Ingredient Solutions
Corporate
Total
Year Ended December 31,
2020
2019
2018
$
317,458 $
297,233 $
314,055
78,063
65,512
62,034
$
395,521 $
362,745 $
376,089
$
$
77,960 $
65,952 $
20,846
10,580
98,806 $
76,532 $
71,793
11,806
83,599
$
9,916 $
8,974 $
1,871
1,174
1,554
1,044
8,739
1,567
1,056
$
12,961 $
11,572 $
11,362
$
71,023 $
59,309 $
64,791
18,024
8,051
9,336
(36,446)
(21,423)
(25,147)
$
52,601 $
45,937 $
48,980
(a) Sales revenue from foreign sources totaled $23,905, $19,372, and $19,782 for 2020, 2019, and 2018, respectively,
and is largely derived from Japan, Thailand, Mexico, and Canada. The balance of total sales revenue is from
domestic sources.
Identifiable Assets
Distillery Products
Ingredient Solutions
Corporate
Total(a)
(a) The Company has no assets located in foreign countries.
December 31,
2020
2019
$
288,069 $
271,766
41,276
37,230
30,802
20,029
$
366,575 $
322,597
61
NOTE 13: SUPPLEMENTAL CASH FLOW INFORMATION
Non-cash investing and financing activities:
Purchase of property, plant, and equipment in accounts payable
$
3,375 $
4,430 $
2,389
Year Ended December 31,
2020
2019
2018
Additional cash payment information:
Interest paid
Income taxes paid
See Note 8 for operating lease supplemental cash flow information.
NOTE 14: QUARTERLY FINANCIAL DATA (UNAUDITED)
2,212
10,566
1,611
7,111
1,578
8,818
Year Ended December 31, 2020
Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
Sales
Cost of sales
Gross profit
SG&A expenses
Operating income
Interest expense, net and other
Income before income taxes
Income tax expense
Net income
Basic and diluted EPS data(a)
Sales
Cost of sales
Gross profit
SG&A expenses
Operating income
Interest expense, net
Income before income taxes
Income tax expense (benefit)
Net income
Basic and diluted EPS data(a)
$
100,915 $
102,964 $
92,560 $
69,184
31,731
16,188
15,543
(291)
15,252
3,620
79,802
23,162
9,510
13,652
(409)
13,243
2,862
71,858
20,702
9,364
11,338
(298)
11,040
2,550
11,632 $
10,381 $
8,490 $
$
$
$
$
0.69 $
0.61 $
0.50 $
0.57
Year Ended December 31, 2019
Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
$
92,463 $
90,685 $
90,501 $
70,903
21,560
5,309
16,251
(368)
15,883
2,936
71,895
18,790
7,186
11,604
(364)
11,240
3,025
70,979
19,522
8,648
10,874
(321)
10,553
2,642
12,947 $
8,215 $
7,911 $
0.76 $
0.48 $
0.46 $
0.57
99,082
75,871
23,211
9,503
13,708
(642)
13,066
3,224
9,842
89,096
72,436
16,660
8,147
8,513
(252)
8,261
(1,459)
9,720
(a) Quarterly EPS amounts may not add to amounts for the year because quarterly and annual EPS calculations are performed
separately.
NOTE 15: SUBSEQUENT EVENTS
Definitive Merger Agreement with Luxco, Inc.
62
On January 22, 2021, the Company entered into a definitive agreement to acquire Luxco, Inc., and its affiliated companies
("Luxco"). Luxco is a leading branded beverage alcohol company across various categories, with a more than 60-year
business heritage. As a result of the Luxco acquisition, MGP expects to increase it's scale and market position in the
branded-spirits sector and strengthen its platform for future growth of higher valued-added products. Under the terms of
the agreement, Luxco shareholders will receive $237,500 in cash (less assumed indebtedness) and 5,007,833 shares of
common stock of the Company. The purchase price is subject to customary purchase price adjustments, including working
capital, which adjustments are anticipated to be paid in cash.
Dividend Declaration
On February 23, 2021, the Board of Directors declared a quarterly dividend payable to stockholders of record as of March
12, 2021, of our Common Stock and a dividend equivalent payable to holders of certain RSUs as of March 12, 2021, of
$0.12 per share and per unit. The dividend payment and dividend equivalent payment will occur on March 26, 2021.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the fiscal year, our Chief Executive Officer and Chief Financial Officer have each reviewed and evaluated
the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have each concluded that
our current disclosure controls and procedures are effective to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC rules and forms, and include controls and procedures designed to ensure that
information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s
management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.
REPORT ON INTERNAL CONTROLS
Management’s Report on Internal Control Over Financial Reporting and our independent registered public accounting
firm’s attestation report on our internal control over financial reporting can be found under Item 8. Financial Statements
and Supplementary Data.
CHANGES IN INTERNAL CONTROLS
There has been no change in the Company’s internal control over financial reporting required by Exchange Act
Rule 13a-15 that occurred during 2020 that has materially affected, or is reasonably likely to materially affect MGP
Ingredients, Inc.’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Incorporated by reference to the information under Election of Directors, Corporate Governance and Committee Reports -
The Board; Standing Committees; Meetings; Independence, Corporate Governance and Committee Reports - Audit
Committee, and Delinquent Section 16(a) Reports of the Proxy Statement. If no delinquencies to report the Delinquent
Section 16(a) Reports of the Proxy Statement may be excluded altogether.
63
The Company has adopted a code of conduct (ethics) that applies to all its employees, including the principal executive
officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. A
current copy is filed on the Company’s website at www.mgpingredients.com. The Company intends to disclose any
changes in, or waivers from, this code of conduct by posting such information on the same website or by filing a Current
Report on Form 8-K, in each case to the extent such disclosure is required by applicable rules.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference to the information in Executive Compensation and Other Information, Corporate Governance
and Committee Reports - The Board; Standing Committees; Meetings; Independence and Corporate Governance and
Committee Reports - Compensation Committee Interlocks and Insider Participation of the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Incorporated by reference to the information under Principal Stockholders of the Proxy Statement.
The following is a summary of securities authorized for issuance under equity compensation plans as of December 31,
2020:
(1) Number of shares to
be issued upon exercise
of outstanding options,
warrants, and rights
(2) Weighted average of
exercise price of
outstanding options,
warrants, and rights
(3) Number of securities
remaining available for future
issuance under equity
compensation plans (excluding
securities reflected in column (1))
Equity compensation plans approved by
security holders
Equity compensation plans not approved by
security holders
Total
118,855 $
—
118,855 $
60.56
—
60.56
1,269,032
—
1,269,032
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Incorporated by reference to the information under Corporate Governance and Committee Reports – The Board; Standing
Committees; Meetings; Independence and to the information under Related Transactions of the Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated by reference to the information under Audit and Certain Other Fees Paid Accountants of the Proxy
Statement.
64
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
The following financial statements are filed as part of this report:
PART IV
• Management’s Report on Internal Control over Financial Reporting.
•
•
•
•
•
•
•
Report of Independent Registered Public Accounting Firm on the Consolidated Financial
Statements and Internal Control over Financial Reporting.
Consolidated Statements of Income – Years Ended December 31, 2020, 2019, and 2018.
Consolidated Statements of Comprehensive Income – Years Ended December 31, 2020, 2019,
and 2018.
Consolidated Balance Sheets - December 31, 2020 and 2019.
Consolidated Statements of Cash Flows – Years Ended December 31, 2020, 2019, and 2018.
Consolidated Statements of Changes in Stockholders’ Equity – Years Ended December 31,
2020, 2019, and 2018.
Notes to Consolidated Financial Statements - Years Ended December 31, 2020, 2019, and 2018.
(b)
Financial Statement Schedules:
We have omitted all other schedules for which provision is made in the applicable accounting regulations
of the SEC either because they are not required under the related instructions, because the information
required is included in the consolidated financial statements and notes thereto, or because they do not
apply.
(c)
The exhibits required by Item 601 of Regulation S-K are set forth in the Exhibit Index below.
65
EXHIBIT LIST
Agreement and Plan of Merger, dated as of January 22, 2021, by and among MGP Ingredients, Inc., London HoldCo,
Inc., Luxco Group Holdings, Inc., LRD Holdings LLC, LDL Holdings DE, LLC, KY Limestone Holdings LLC, upon
signing a joinder agreement, the shareholders of London HoldCo, Inc., and Donn Lux, as Sellers’ Representative
(Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed January 25, 2021 (File
number 000-17196))
Joinder to the Agreement and Plan of Merger dated as of January 22, 2021 by and among MGP Ingredients, Inc.,
London HoldCo, Inc., Luxco Group Holdings, Inc., LRD Holdings LLC, LDL Holdings DE, LLC, KY Limestone
Holdings LLC, Donn Lux, as Sellers’ Representative, and the shareholders of London Holdco, Inc. (Incorporated by
reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed January 25, 2021 (File number
000-17196))
Amended Articles of Incorporation of MGP Ingredients, Inc. (Incorporated by reference to Exhibit 3.2 of the
Company’s Current Report on Form 8-K filed January 5, 2012 (File number 000-17196))
Certificate of Amendment to Articles of Incorporation of MGP Ingredients, Inc., dated May 22, 2014 (Incorporated by
reference to Exhibit A of the Company's Proxy Statement on Schedule 14A filed April 21, 2014 (File number
000-17196))
Amended and Restated Bylaws of MGP Ingredients, Inc. dated February 22, 2017 (Incorporated by reference to
Exhibit 3.1 of the Company’s Current Report on Form 8-K filed February 28, 2017 (File number 000-17196))
Credit Agreement between MGP Ingredients, Inc. and Wells Fargo Bank, National Association, dated August 23, 2017
(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on August 24, 2017
(File number 000-17196))
Credit Agreement between MGP Ingredients, Inc. and Wells Fargo Bank, National Association, dated February 14,
2020 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed February 18,
2020 (File number 000-17196))
Amendment No. 1 to Credit Agreement between MGP Ingredients, Inc. and Wells Fargo Bank, National Association,
dated January 25, 2021
Note Purchase and Private Shelf Agreement between MGP Ingredients, Inc., PGIM, Inc., and certain purchasers
affiliated with PGIM, Inc., dated August 23, 2017 (Incorporated by reference to Exhibit 10.2 of the Company's Current
Report on Form 8-K filed on August 24, 2017 (File number 000-17196))
Amendment to Note Purchase and Private Shelf Agreement between MGP Ingredients, Inc., PGIM, Inc., and certain
purchasers affiliated with PGIM, Inc., dated February 14, 2020 (Incorporated by reference to Exhibit 10.2 of the
Company's Current Report on Form 8-K filed February 18, 2020 (File number 000-17196))
Second Amendment to Note Purchase and Private Shelf Agreement between MGP Ingredients, Inc. and certain
noteholders affiliated with PGIM, Inc., dated September 30, 2020 (Incorporated by reference to Exhibit 10.1 of the
Company’s Current report on Form 8-K filed October 2, 2020 (File number 000-17196))
Third Amendment to Note Purchase and Private Shelf Agreement between MGP Ingredients, Inc. and certain
noteholders affiliated with PGIM, Inc., dated January 25, 2021
Description of Registrant's Securities
First Amended and Restated MGP Ingredients, Inc. Short-Term Incentive Plan (For 2012 and Subsequent Years)
(Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed December 19, 2012
(File number 000-17196))
First Amendment to the First Amended and Restated MGP Ingredients, Inc. Short-Term Incentive Plan (Incorporated
by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on August 9, 2013 (File number
000-17196))
MGP Ingredients, Inc. 2014 Non-Employee Director Equity Incentive Plan (Incorporated by reference to Exhibit C of
the Company's Proxy Statement on Schedule 14A filed April 21, 2014 (File number 000-17196))
MGP Ingredients, Inc. 2014 Equity Incentive Plan (as amended and restated) (Incorporated by reference to Exhibit
10.1 of the Company's Current Report on Form 8-K filed on May 20, 2016 (File number 000-17196))
Compensation Claw Back Policy (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on
Form 8-K filed December 12, 2011 (File number 000-17196))
Employment Agreement between Augustus C. Griffin and MGP Ingredients, Inc. entered into and effective as of
October 31, 2017 (Incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the
Quarter ended September 30, 2017 (File number 000-17196))
MGPI Processing, Inc. Executive Deferred Compensation Plan (Incorporated by reference to Exhibit 10.1 of the
Company's Annual Report on Form 10-K for the year ended December 31, 2018 (File number 000-17196))
2.1
2.2
3.1.1
3.1.2
3.2
4.1
4.2
4.3**
4.4
4.5
4.6
4.7**
4.8**
10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
66
10.8*
21**
23.1**
24
31.1**
31.2**
32.1**
32.2**
101
104
Employment Agreement between David J. Colo and MGP Ingredients, Inc. entered into February 7, 2020
(Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed February 11, 2020
(File number 000-17196))
Subsidiaries of the Company
Consent of KPMG, LLP, Independent Registered Public Accounting Firm
Powers of Attorney executed by all officers and directors of the Company who have signed this report on Form 10-K
(Incorporated by reference to the signature pages of this report)
CEO Certification pursuant to Rule 13a-14(a)
CFO Certification pursuant to Rule 13a-14(a)
CEO Certification furnished pursuant to Rule 13a-14(b) and 18 U.S.C. 1350
CFO Certification furnished pursuant to Rule 13a-14(b)
The following financial information from MGP Ingredients, Inc.’s Annual Report on Form 10-K for the year ended
December 31, 2020, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Consolidated
Balance Sheets as of December 31, 2020 and December 31, 2019, and (ii) Consolidated Statements of Income, (iii)
Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity,
(v) Consolidated Statements of Cash Flows (and in the case of (ii), (iii), (iv) and (v)) for the years ended December 31,
2020, December 31, 2019, and December 31, 2018, and (vi) the Notes to the Consolidated Financial Statements.
Cover Page Interactive Data File - formatted in iXBRL (Inline Extensible Business Reporting Language) and
contained in Exhibit 101
* Management contract or compensatory plan or arrangement
** Filed herewith
ITEM 16. FORM 10-K SUMMARY
None.
67
SIGNATURES
Pursuant to requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atchison, State of Kansas, on
this 25th day of February, 2021.
MGP INGREDIENTS, INC.
By
/s/ David J. Colo
David J. Colo, President and Chief Executive Officer (Principal Executive
Officer)
By
/s/ Brandon M. Gall
Brandon M. Gall, Vice President, Finance and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
68
POWER OF ATTORNEY
Know all people by these presents, that each person whose signature appears below constitutes and appoints David J. Colo
and Brandon M. Gall, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any
amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all
intents and purposes as he or she might or could do in person, hereby confirming all that said attorneys-in-fact and agents
or either of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Company and in the capacities indicated on February 25, 2021.
Title
Date
President and Chief Executive Officer (Principal Executive
Officer) and Director
February 25, 2021
Vice President, Finance and Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer)
February 25, 2021
Name
/s/ David J. Colo
David J. Colo
/s/ Brandon M. Gall
Brandon M. Gall
/s/ James L. Bareuther
James L. Bareuther
/s/ Lori L.S. Mingus
Lori L.S. Mingus
/s/ Terrence P. Dunn
Terrence P. Dunn
/s/ Anthony P. Foglio
Anthony P. Foglio
/s/ Karen Seaberg
Karen Seaberg
Director
Director
Director
Director
Director
/s/ M. Jeannine Strandjord
M. Jeannine Strandjord
Director
/s/ Lynn Jenkins
Lynn Jenkins
/s/ Kerry Walsh Skelly
Kerry Walsh Skelly
Director
Director
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
69
I N V E S T O R I N F O R M A T I O N
Corporate Headquarters
MGP Ingredients, Inc.
Cray Business Plaza
100 Commercial Street, P.O. Box 130
Atchison, Kansas 66002-0130
913.367.1480
mgpingredients.com
Independent Accountants
KPMG LLP
Kansas City, Missouri
Transfer Agent
Equiniti Trust Company
Shareowner Services
1110 Center Pointe Curve, Suite 101
Mendota Heights, Minnesota 55120
800.468.9716
For change of address, lost dividends or lost
stock certificates, write or call the above and
address your inquiry to: Shareowner Services.
Common Stock
The common stock of MGP Ingredients is listed
on the NASDAQ Global Select Market and trades
under the symbol MGPI. Stock price quotations
can be found in major daily newspapers, The Wall
Street Journal and on the Internet at nasdaq.com
Annual Meeting
The annual meeting of stockholders will be held
via webcast at 10:00 a.m. (CDT), June 17, 2021.
Form 10-K Report
MGP Ingredients’ Annual Report on Form 10-K
and other Company SEC Filings can be accessed
on our website, mgpingredients.com, in the
“For Investors” section.
Investor Inquiries
Security analysts, portfolio managers, individual
investors, and media professionals seeking
information about MGP Ingredients are
encouraged to visit our website or contact
the following individuals:
Analysts & Portfolio Managers
Mike Houston
Investor Relations
646.475.2998
Investor.Relations@mgpingredients.com
Media Inquiries
Greg Manis
Director of Marketing & Communications
913.367.1480
Greg.Manis@mgpingredients.com
Equal Opportunity
MGP Ingredients believes that a diverse workforce
is required to successfully compete in today’s
global markets. The Company provides equal
employment opportunities without regard to sex,
race, age, disability, religion, national origin, color
or any other basis protected by law.
© 2021 MGP Ingredients, Inc.
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements as well as historical information. All statements, other than statements of historical facts, included in this
report regarding the prospects of our industry and our prospects, plans, financial position and business strategy may constitute forward-looking statements. In
addition, forward-looking statements are usually identified by or are associated with such words as “intend,” “plan,” “believe,” “estimate,” “expect,” “anticipate,”
“hopeful,” “should,” “may,” “will,” “could,” “encouraged,” “opportunities,” “potential” and/or the negatives or variations of these terms or similar terminology.
They reflect management’s current beliefs and estimates of future economic circumstances, industry conditions, Company performance, and Company financial
results and are not guarantees of future performance. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual
results to differ materially from those contemplated by the relevant forward-looking statement. Additional information concerning factors that could cause actual
results to materially differ from those in the forward-looking statements is contained in Item 1A Risk Factors of our Annual Report on Form 10-K for the period ending
December 31, 2020.
MGP INGREDIENTS, INC.
100 Commercial Street
P.O. Box 130
Atchison, Kansas 66002-0130
913.367.1480 • mgpingredients.com