MGP Ingredients : 2021 ANNUAL REPORT AND FORM 10-K

2021 AnnuAl rePorT

A YeAr of TrAnsformATion

And ProfiTAble GrowTh

LEADERSHIP POSITIONS

MGP has a history as one of the largest U.S. suppliers of premium bourbons, whiskeys, gins and vodkas.

With the 2021 acquisition of Luxco, Inc., MGP now has an established portfolio of spirit brands in the fastest growing categories.

We are also a leading U.S. producer of specialty wheat proteins and starches for a variety of consumer food manufacturers.

LETTER FROM THE CHAIRMAN & THE CEO

To our Shareholders,

2021 was a year of transformation and record profitability for the company. The company delivered record consolidated revenue, gross profit, operating income, EBITDA, and EPS as each of our three business segments delivered record financial results as we continued to benefit from strong consumer trends in each segment.

In January of 2021 we announced a definitive merger agreement with Luxco, Inc., a branded spirits company with a 60-year history in the industry. On April 1, 2021, we announced the successful completion of this acquisition. A key part of our long-term strategy is to expand the company's overall margin profile by improving the margin structure of our existing products as well as pursuing margin accretive acquisition opportunities. The Luxco acquisition helped us achieve both objectives as it provides the company with a significantly larger presence in branded spirits while also providing expanded distribution of our legacy spirits brands.

Luxco has a portfolio of brands that participate in a variety of spirits categories at various price tiers and provides a strong marketing and sales organization combined with national distribution capabilities. Its robust manufacturing footprint includes two whiskey distilleries in Kentucky, a tequila distillery in Jalisco, Mexico with a joint venture partner and mixing and bottling facilities in St. Louis, MO, Cleveland, OH and Derry, Northern Ireland. Core to the branded spirits portfolio strategy is a focus on American Whiskey and Tequila brands that aligns with strong consumer demand in these spirits categories.

Importantly, the Luxco acquisition also provides the company with a platform for organic growth of existing brands and growth through potential future acquisitions in branded spirits as we evaluate opportunities to grow the profitability of the business. We are incredibly pleased with how our employees have embraced the cultural and executional integration of this acquisition. This has allowed us to continue to realize growth in our overall business as we focused on meeting our consumers' and customers' needs across the organization. As a result of this transformational acquisition, we delivered record revenue and gross profit in our Branded Spirits segment for the year.

Strong consumer demand for American Whiskey continued throughout the year as demand in off- premise retail locations remained vigorous. Demand was further supported by the return of on-premise business as the impact of the pandemic lessened throughout the year. This demand for American Whiskey, combined with continued strength of the "cocktail culture" and a growing consumer preference for premium spirits led to a record year in revenue and gross profits in the Distillery Products segment.

Consumers' desire to consume plant-based foods continued to drive strong demand for our Ingredient Solutions plant based proteins, fibers, and starches. Our team's expertise and the ability of our products to deliver the nutritional profiles and product attributes necessary to meet consumers expectations, combined with our diverse customer base resulted in a record year of revenue and gross profits for our Ingredient Solutions segment.

In closing, we would like to thank our employees for their dedication and teamwork, our customers for placing their trust in us to meet their needs and our shareholders for their support of our business. We look forward to 2022 and continuing to pursue our long-term strategy and creating value for our shareholders.

Sincerely,

Karen L. Seaberg Chairman of the Board

April 8, 2022

Sincerely,

David J. Colo President & CEO April 8, 2022

BOARD OF DIRECTORS

Karen L. Seaberg Chairman of the Board MGP Ingredients, Inc.

Donn Lux

Former Chairman & CEO Luxco, Inc.

David J. Colo President & CEO MGP Ingredients, Inc.

David J. Colo President & CEO

David S. Bratcher

President of Branded Spirits & COO

Brandon M. Gall

Vice President of Finance and CFO

Amel Pasagic

Vice President of Information Technology & CIO

Neha J. Clark

Chief Financial Officer Brunswick Boat Group

Anthony P. Foglio Chairman

Hotaling & CoThomas A. Gerke Senior Vice President H&R Block, Inc.

EXECUTIVE LEADERSHIP TEAM

Fletcher R. Buchman Vice President of Marketing

Michael R. Buttshaw

Vice President of Ingredient Solutions Sales

David E. Dykstra

Vice President of Alcohol Sales

Lori L.S. Mingus Principal

Torpa Design Co.

Kevin S. Rauckman Former CFO & Treasurer Garmin Ltd.

M. Jeannine Strandjord Former Chief Integration Officer and Senior Financial and Management Executive Sprint Corporation

Ryan Eary

Vice President of Branded Spirits Sales

Stephen J. Glaser

Vice President of Production and Engineering

Erika L. Lapish

Vice President of Human Resources

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, 2021

  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	45-4082531
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation or Organization)	Identification No.)
100 Commercial Street, Box 130
Atchison, Kansas	66002
(Address of Principal Executive Offices)	(Zip Code)

[phone]

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.