XML 39 R23.htm IDEA: XBRL DOCUMENT
v3.22.2.2

Business Combination (Tables) | 9 Months Ended
--- | ---
Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the consideration paid for Luxco to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date, with the excess recorded to goodwill.
Consideration: |
Cash, net of assumed debt | $ | 149,484 |
Value of MGP Common Stock issued at close (a) | 296,279 |
Fair value of total consideration transferred | $ | 445,763 |
Recognized amounts of identifiable assets acquired and liabilities assumed: |
Cash | $ | 479 |
Receivables | 29,675 |
Inventory | 90,854 |
Prepaid expenses | 1,454 |
Property, plant and equipment, net | 41,279 |
Investments in joint ventures | 5,085 |
Intangible assets (b) | 219,500 |
Other assets | 4,257 |
Total assets | 392,583 |
Current maturities of long-term debt (c) | 87,509 |
Accounts payable | 14,453 |
Federal and state excise taxes payable | 8,352 |
Accrued expenses and other | 2,832 |
Other noncurrent liabilities | 196 |
Deferred income taxes | 57,034 |
Total liabilities | 170,376 |
Goodwill | 223,556 |
Total | $ | 445,763 |
(a) On April 1, 2021, the Company issued 5,007,833 shares of MGP Common Stock which was valued at $59.15 per share. In September 2021, the parties finalized the purchase price adjustments which increased stock consideration by an additional 1,373 shares from the preliminary amounts that were paid at closing. (b) Intangible assets acquired included trade names with an estimated fair value of $178,100 and distributor relationships with an estimated fair value of $41,400. (c) The fair value of Luxco’s debt that was assumed by MGP in the transaction and repaid on the closing date.
Schedule of Pro Forma Information | The following table summarizes the unaudited pro forma financial results for the quarter and year to date ended September 30, 2021, as if the Merger had occurred on January 1, 2020:
| Pro Forma Financial Information
| Quarter Ended September 30, |  | Year to Date Ended September 30,
| 2021 |  | 2021
Sales | $ | 176,611 |  |  | $ | 504,243 |
Net income | 23,673 |  |  | 68,934 |
Basic and diluted earnings per common share | 1.08 |  |  | 3.38 |

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration