Dye & Durham launching strategic review that could include company sale
In connection with the review, the company announced that it has entered into a co-operation agreement with Plantro Ltd., a large shareholder that has been pushing for such a sale.
Dye & Durham says that as part of the agreement with Plantro, David Danziger will be appointed to the board and serve as chair of a newly formed special committee that will lead the strategic review.
It says Danziger is an experienced finance leader with a background in consulting on audits, accounting, mergers and acquisition and management.
In early June, Plantro demanded immediate action from Dye & Durham to address the nearly $1 billion in lost shareholder value after the company's share price had fallen by around 60 per cent since last December.
Plantro raised concerns about falling cash generation and rising costs and pushed for a special meeting of shareholders, a request it has agreed to withdraw under the agreement with the company.
This report by The Canadian Press was first published July 30, 2025.
Companies in this story: (TSX:DND)
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Tracey Joubert, Chief Financial Officer Statement: "We are pleased with the strength of our balance sheet and cash generation, which is particularly important during a challenging macroeconomic environment. It has allowed us to continue to execute our strategic growth initiatives as well as return $500 million to shareholders for the first half of the year through a competitive dividend and accelerated pace of share repurchases. We are committed to protecting and growing our underlying free cash flow while making prudent capital allocation decisions that support the long-term health of our business and brands and returning even more cash to shareholders." 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See Appendix for definitions and reconciliations of non-GAAP financial measures including constant currency. (2) Net income (loss) attributable to MCBC. (3) See Worldwide and Segment Brand and Financial Volume in the Appendix for definitions of financial volume and brand volume as well as the reconciliation from financial volume to brand volume. Expand QUARTERLY CONSOLIDATED HIGHLIGHTS (VERSUS SECOND QUARTER 2024 RESULTS) Net sales: The following table highlights the drivers of the change in net sales for the three months ended June 30, 2025, compared to June 30, 2024 (in percentages): Net sales decreased 1.6%, driven by lower financial volumes, partially offset by favorable price and sales mix and favorable foreign currency impacts. Net sales decreased 2.6% in constant currency. Financial volumes decreased 7.0%, primarily due to lower shipments in both the Americas and EMEA&APAC segments. Brand volumes decreased 5.1%, including a 4.0% decrease in the Americas as well as a 7.8% decrease in EMEA&APAC. Price and sales mix favorably impacted net sales by 4.4%, primarily due to favorable sales mix and increased net pricing in both segments. Americas favorable sales mix was primarily driven by lower contract brewing volume. Net sales per hectoliter increased 5.8% reported and 4.7% on a constant currency basis. Cost of goods sold ("COGS"): decreased 0.2% on a reported basis, primarily due to lower financial volumes, partially offset by higher cost of goods sold per hectoliter and unfavorable foreign currency impacts of $21.3 million. COGS per hectoliter: increased 7.3% on a reported basis, primarily due to unfavorable mix driven by lower contract brewing volumes in the Americas segment and premiumization, volume deleverage, cost inflation related to materials and manufacturing expenses as well as unfavorable changes in our unrealized mark-to-market commodity derivative positions, partially offset by cost savings initiatives. Underlying (Non-GAAP) COGS per hectoliter: increased 4.9% in constant currency, primarily due to unfavorable mix driven by lower contract brewing volumes in the Americas segment and premiumization, volume deleverage as well as cost inflation related to materials and manufacturing expenses, partially offset by cost savings initiatives. Marketing, general & administrative ("MG&A"): decreased 4.9% on a reported basis, primarily due to timing of marketing investment and lower general and administrative expenses as a result of lower incentive compensation expense, partially offset by unfavorable foreign currency impacts of $7.3 million. Underlying (Non-GAAP) MG&A: decreased 5.8% in constant currency. U.S. GAAP income (loss) before income taxes: U.S. GAAP income before income taxes declined 0.9% on a reported basis, primarily due to lower financial volumes, cost inflation related to materials and manufacturing expenses as well as the unfavorable changes in our unrealized mark-to-market commodity derivative positions, partially offset by increased net pricing, favorable mix, lower MG&A expense, the favorable fair value adjustment of our investment in Fevertree Drinks plc and cost savings initiatives. 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Underlying (Non-GAAP) net income (loss) attributable to MCBC per diluted share: Underlying net income attributable to MCBC per diluted share increased 6.8%, primarily due to a decrease in the weighted average diluted shares outstanding driven by share repurchases. QUARTERLY SEGMENT HIGHLIGHTS (VERSUS SECOND QUARTER 2024 RESULTS) Americas Segment Overview The following tables highlight the Americas segment results for the three and six months ended June 30, 2025, compared to June 30, 2024: For the Six Months Ended ($ in millions) (Unaudited) June 30, 2025 June 30, 2024 Reported % Change FX Impact Constant Currency % Change (2) Net sales (1) $ 4,386.6 $ 4,721.3 (7.1 ) $ (19.4 ) (6.7 ) Income (loss) before income taxes (1) $ 747.5 $ 807.7 (7.5 ) $ 0.3 (7.5 ) Underlying income (loss) before income taxes (1)(2) $ 717.0 $ 808.5 (11.3 ) $ 0.3 (11.4 ) The reported percent change and the constant currency percent change in the above tables are presented as (unfavorable) favorable. Expand (1) Includes gross inter-segment volumes, sales and purchases, which are eliminated in the consolidated totals. (2) Represents income (loss) before income taxes adjusted for non-GAAP items. See Appendix for definitions and reconciliations of non-GAAP financial measures including constant currency. Expand Americas Segment Highlights (Versus Second Quarter 2024 Results) Net sales: The following table highlights the drivers of the change in net sales for the three months ended June 30, 2025, compared to June 30, 2024 (in percentages): Net sales decreased 2.8%, driven by lower financial volumes and unfavorable foreign currency impacts, partially offset by favorable price and sales mix. Net sales decreased 2.6% in constant currency. Financial volumes decreased 6.6%, primarily due to lower U.S. brand volume and an approximate 3% impact from lower contract brewing volume related to the exit of contract brewing arrangements in both the U.S. and Canada at the end of 2024, partially offset by favorable timing of U.S. shipments. Americas brand volumes decreased 4.0%, including a 5.3% decrease in the U.S., impacted by the macroeconomic environment resulting in industry softness as well as lower share performance. Price and sales mix favorably impacted net sales by 4.0%, primarily due to favorable sales mix as a result of lower contract brewing volumes and positive brand mix as well as increased net pricing. Net sales per hectoliter increased 4.2% reported and 4.3% on a constant currency basis. U.S. GAAP income (loss) before income taxes: U.S. GAAP income before income taxes increased 10.5% on a reported basis, primarily due to favorable mix, increased net pricing, lower MG&A expense, favorable unrealized fair value adjustment of the investment in Fevertree Drinks plc and cost savings initiatives, partially offset by lower financial volumes and cost inflation related to materials and manufacturing expenses. Lower MG&A spend was primarily due to timing of marketing investment and lower incentive compensation. Underlying (Non-GAAP) income (loss) before income taxes: Underlying income before income taxes increased 5.4% in constant currency, primarily due to favorable mix, increased net pricing, lower MG&A expense and cost savings initiatives, partially offset by lower financial volumes and cost inflation related to materials and manufacturing expenses. EMEA&APAC Segment Overview The following tables highlight the EMEA&APAC segment results for the three and six months ended June 30, 2025, compared to June 30, 2024: For the Six Months Ended ($ in millions) (Unaudited) June 30, 2025 June 30, 2024 Reported % Change FX Impact Constant Currency % Change (2) Net sales (1) $ 1,131.2 $ 1,138.0 (0.6 ) $ 31.1 (3.3 ) Income (loss) before income taxes (1) $ 45.6 $ 70.2 (35.0 ) $ 7.4 (45.6 ) Underlying income (loss) before income taxes (1)(2) $ 53.2 $ 63.7 (16.5 ) $ 7.9 (28.9 ) The reported percent change and the constant currency percent change in the above tables are presented as (unfavorable) favorable. Expand (1) Includes gross inter-segment volumes, sales and purchases, which are eliminated in the consolidated totals. (2) Represents income (loss) before income taxes adjusted for non-GAAP items. See Appendix for definitions and reconciliations of non-GAAP financial measures including constant currency. Expand EMEA&APAC Segment Highlights (Versus Second Quarter 2024 Results) Net sales: The following table highlights the drivers of the change in net sales for the three months ended June 30, 2025, compared to June 30, 2024 (in percentages): Net sales increased 3.0%, driven by favorable price and sales mix and favorable foreign currency impacts, partially offset by lower financial volumes. Net sales decreased 2.3% in constant currency. Financial and brand volumes decreased 7.8%, primarily due to lower volumes across all regions driven by soft market demand and a heightened competitive landscape. Price and sales mix favorably impacted net sales by 5.5%, primarily due to geographic mix, premiumization and higher factored brand volumes, as well as increased net pricing. Net sales per hectoliter increased 11.8% reported and 6.0% on a constant currency basis. U.S. GAAP income (loss) before income taxes: U.S. GAAP income before income taxes decreased 20.2% on a reported basis primarily due to lower financial volumes and higher U.K. waste management fees as a result of the change in the extended producer responsibility regulations, partially offset by lower MG&A expense driven by lower incentive compensation and cost savings, increased net pricing and favorable mix, as well as favorable foreign currency impacts of $5.4 million. Underlying (Non-GAAP) income (loss) before income taxes: Underlying income before income taxes decreased 17.9% in constant currency, primarily due to lower financial volumes and higher U.K. waste management fees as a result of the change in the extended producer responsibility regulations, partially offset by lower MG&A expense driven by lower incentive compensation and cost savings, increased net pricing and favorable mix. CASH FLOW AND LIQUIDITY HIGHLIGHTS U.S. GAAP cash from operations: Net cash provided by operating activities of $627.6 million for the six months ended June 30, 2025, decreased $267.0 million compared to $894.6 million for the six months ended June 30, 2024. The decrease in net cash provided by operating activities was primarily due to lower net income adjusted for non-cash items, the unfavorable movement of working capital and higher interest paid, partially offset by lower income taxes paid. The unfavorable movement of working capital was primarily driven by the $60.6 million payment as final resolution of the Keystone litigation case and the timing of payables and inventories, partially offset by lower payments for prior year annual incentive compensation and the timing of receivables. Underlying (Non-GAAP) free cash flow: Cash provided of $293.5 million for the six months ended June 30, 2025, represents a decrease in cash provided of $211.5 million from the prior year, which was primarily due to a decline in operating cash flows, partially offset by cash impact of non-GAAP adjustment of $60.6 million payment as final resolution of the Keystone litigation case. Debt: Total debt as of June 30, 2025, was $6,319.3 million and cash and cash equivalents totaled $613.8 million, resulting in net debt of $5,705.5 million and a net debt to underlying EBITDA ratio of 2.41x. As of June 30, 2024, our net debt to underlying EBITDA ratio was 2.13x. Dividends: We paid cash dividends of $192.7 million and $188.4 million for the six months ended June 30, 2025 and June 30, 2024, respectively. Share Repurchase Program: We paid $306.8 million and $375.3 million, including brokerage commissions, for share repurchases during the six months ended June 30, 2025 and June 30, 2024, respectively. 2025 OUTLOOK We have adjusted our 2025 guidance for certain key financial metrics due to the impacts of the global macroeconomic environment on the beer industry and consumer trends along with lower-than-expected U.S. share performance. While we have included in our guidance our best estimate of some of these factors, including the indirect tariff impacts on the pricing of aluminum, in particular the Midwest Premium, the impacts of these trends are difficult to predict and include inherent uncertainties that could impact our financial performance beyond what is contemplated in our guidance. Net sales: 3% to 4% decline on a constant currency basis, compared to low single-digit decline, previously Underlying (Non-GAAP) income (loss) before income taxes: 12%-15% decline on a constant currency basis, compared to a low-single digit decline, previously Underlying (Non-GAAP) diluted earnings per share: 7%-10% decline compared to a low single-digit growth, previously Underlying (Non-GAAP) net interest expense: $225 million, plus or minus 5%, compared to $215 million, plus or minus 5%, previously Capital expenditures: $650 million incurred, plus or minus 5% remained unchanged from the first quarter of 2025 Underlying (Non-GAAP) free cash flow: $1.3 billion, plus or minus 10% Underlying (Non-GAAP) depreciation and amortization: $675 million, plus or minus 5% Underlying (Non-GAAP) effective tax rate: in the range of 22% to 24% SUBSEQUENT EVENTS On July 16, 2025, our Board declared a dividend of $0.47 per share, to be paid on September 19, 2025, to shareholders of Class A and Class B common stock of record on September 5, 2025. Shareholders of exchangeable shares will receive the CAD equivalent of dividends declared on Class A and Class B common stock, equal to CAD 0.64 per share. On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law in the U.S. The OBBBA permanently extends certain expiring provisions from the Tax Cuts and Jobs Act of 2017, including accelerated tax recovery for certain capital investments and research and development expenditures and the business interest expense limitation. Additionally, the OBBBA includes changes to the taxation of foreign income for U.S.-domiciled businesses. While we are currently evaluating the impact of the OBBBA to the Company, we do anticipate a decrease in our current year cash tax liability as a result of the OBBBA. NOTES Unless otherwise indicated in this release, all $ amounts are in U.S. Dollars, and all quarterly comparative results are for the Company's second quarter ended June 30, 2025, compared to the second quarter ended June 30, 2024. Some numbers may not sum due to rounding. 2025 SECOND QUARTER INVESTOR CONFERENCE CALL Molson Coors Beverage Company will conduct an earnings conference call with financial analysts and investors at 8:30 a.m. Eastern Time today to discuss the Company's 2025 second quarter results. The live webcast will be accessible via our website, An online replay of the webcast is expected to be posted within two hours following the live webcast. The Company will post this release and related financial statements on its website today. OVERVIEW OF MOLSON COORS BEVERAGE COMPANY For more than two centuries, we have brewed beverages that unite people to celebrate all life's moments. From our core power brands Coors Light, Miller Lite, Coors Banquet, Molson Canadian, Carling and Ožujsko to our above premium brands including Madrí Excepcional, Staropramen, Blue Moon Belgian White and Leinenkugel's Summer Shandy, to our economy and value brands like Miller High Life and Keystone Light, we produce many beloved and iconic beers. While our Company's history is rooted in beer, we offer a modern portfolio that expands beyond the beer aisle as well, including flavored beverages like Vizzy Hard Seltzer, spirits like Five Trail whiskey and non-alcoholic beverages. We also have partner brands, such as Simply Spiked, ZOA Energy, Fever-Tree, among others, through license, distribution, partnership and joint venture agreements. As a business, our ambition is to be the first choice for our people, our consumers and our customers, and our success depends on our ability to make our products available to meet a wide range of consumer segments and occasions. To learn more about Molson Coors Beverage Company, visit ABOUT MOLSON COORS CANADA INC. Molson Coors Canada Inc. ("MCCI") is a subsidiary of Molson Coors Beverage Company. MCCI Class A and Class B exchangeable shares offer substantially the same economic and voting rights as the respective classes of common shares of MCBC, as described in MCBC's annual proxy statement and Form 10-K filings with the U.S. Securities and Exchange Commission. The trustee holder of the special Class A voting stock and the special Class B voting stock has the right to cast a number of votes equal to the number of then outstanding Class A exchangeable shares and Class B exchangeable shares, respectively. FORWARD-LOOKING STATEMENTS This press release includes 'forward-looking statements' within the meaning of the U.S. federal securities laws. Generally, the words "expects," "intend," "goals," "plans," "believes," "confidence," "view," "continues," "may," "anticipate," "seek," "estimate," "outlook," "trends," "future benefits," "potential," "projects," "strategies," "implies," and variations of such words and similar expressions are intended to identify forward-looking statements. Statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements, and include, but are not limited to, statements under the headings "CEO and CFO Perspectives" and "2025 Outlook," with respect to, among others, expectations and impacts of cost inflation and tariffs, limited consumer disposable income, consumer preferences, overall volume and market share trends, our competitive position, pricing trends, macroeconomic forces, beverage industry trends, cost reduction strategies, execution of our Acceleration Plan, shipment levels and profitability, the sufficiency of capital resources, anticipated results, expectations for funding future capital expenditures and operations, effective tax rate, debt service capabilities, timing and amounts of debt and leverage levels, Preserving the Planet and related initiatives, expectations regarding the impact of the OBBBA on our current year cash tax liability and expectations regarding future dividends and share repurchases. In addition, statements that we make in this press release that are not statements of historical fact may also be forward-looking statements. Although the Company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. Important factors that could cause actual results to differ materially from the Company's historical experience, and present projections and expectations are disclosed in the Company's filings with the Securities and Exchange Commission ('SEC'), including the risks discussed in our filings with the SEC, including our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. All forward-looking statements in this press release are expressly qualified by such cautionary statements and by reference to the underlying assumptions. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. MARKET AND INDUSTRY DATA The market and industry data used, if any, in this press release are based on independent industry publications, customer specific data, trade or business organizations, reports by market research firms and other published statistical information from third parties, including Circana (formerly Information Resources, Inc.) for U.S. market data and Beer Canada for Canadian market data (collectively, the 'Third Party Information'), as well as information based on management's good faith estimates, which we derive from our review of internal information and independent sources. Such Third Party Information generally states that the information contained therein or provided by such sources has been obtained from sources believed to be reliable. APPENDIX BALANCE SHEETS - MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES Condensed Consolidated Balance Sheets (In millions, except par value) (Unaudited) As of June 30, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 613.8 $ 969.3 Trade receivables, net 1,021.7 693.1 Other receivables, net 133.7 149.8 Inventories, net 902.0 727.8 Other current assets, net 404.9 308.4 Total current assets 3,076.1 2,848.4 Property, plant and equipment, net 4,633.4 4,460.4 Goodwill 5,592.0 5,582.3 Other intangibles, net 12,394.4 12,195.2 Other assets 1,130.8 978.0 Total assets $ 26,826.7 $ 26,064.3 Liabilities and equity Current liabilities Accounts payable and other current liabilities $ 3,178.3 $ 3,013.0 Current portion of long-term debt and short-term borrowings 62.3 32.2 Total current liabilities 3,240.6 3,045.2 Long-term debt 6,257.0 6,113.9 Pension and postretirement benefits 415.1 416.7 Deferred tax liabilities 2,794.2 2,733.4 Other liabilities 323.1 302.4 Total liabilities 13,030.0 12,611.6 Redeemable noncontrolling interest 160.4 168.5 Molson Coors Beverage Company stockholders' equity Capital stock Preferred stock, $0.01 par value (authorized: 25.0 shares; none issued) — — Class A common stock, $0.01 par value (authorized: 500.0 shares; issued and outstanding: 2.6 shares and 2.6 shares, respectively) — — Class B common stock, $0.01 par value (authorized: 500.0 shares; issued: 216.1 shares and 215.5 shares, respectively) 2.2 2.1 Class A exchangeable shares, no par value (issued and outstanding: 2.7 shares and 2.7 shares, respectively) 100.8 100.8 Class B exchangeable shares, no par value (issued and outstanding: 7.1 shares and 7.2 shares, respectively) 266.9 271.1 Paid-in capital 7,230.6 7,223.6 Retained earnings 8,597.5 8,238.0 Accumulated other comprehensive income (loss) (1,066.9 ) (1,362.4 ) Class B common stock held in treasury at cost (30.3 shares and 24.8 shares, respectively) (1,690.4 ) (1,380.8 ) Total Molson Coors Beverage Company stockholders' equity 13,440.7 13,092.4 Noncontrolling interests 195.6 191.8 Total equity 13,636.3 13,284.2 Total liabilities and equity $ 26,826.7 $ 26,064.3 Expand CASH FLOW STATEMENTS - MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (In millions) (Unaudited) For the Six Months Ended June 30, 2025 June 30, 2024 Cash flows from operating activities Net income (loss) including noncontrolling interests $ 547.4 $ 635.2 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities Depreciation and amortization 350.4 336.7 Amortization of debt issuance costs and discounts 2.6 2.7 Share-based compensation 18.9 24.2 (Gain) loss on sale or impairment of property, plant, equipment and other assets, net (6.1 ) (6.4 ) Unrealized (gain) loss on foreign currency fluctuations, fair value investments and derivative instruments, net (77.4 ) (28.0 ) Equity (income) loss (8.5 ) 2.8 Income tax (benefit) expense 163.8 190.1 Income tax (paid) received (58.0 ) (105.2 ) Interest expense, excluding amortization of debt issuance costs and discounts 120.3 110.5 Interest paid (137.2 ) (102.5 ) Other non-cash items, net (2.1 ) — Change in current assets and liabilities (net of impact of business combinations) and other (286.5 ) (165.5 ) Net cash provided by (used in) operating activities 627.6 894.6 Cash flows from investing activities Additions to property, plant and equipment (400.6 ) (392.2 ) Proceeds from sales of property, plant, equipment and other assets 4.4 10.3 Acquisition of business, net of cash acquired (20.8 ) — Other (82.7 ) 0.5 Net cash provided by (used in) investing activities (499.7 ) (381.4 ) Cash flows from financing activities Dividends paid (192.7 ) (188.4 ) Payments for purchases of treasury stock (306.8 ) (375.3 ) Payments on debt and borrowings (5.8 ) (3.4 ) Proceeds on debt and borrowings — 863.7 Other (0.9 ) (11.0 ) Net cash provided by (used in) financing activities (506.2 ) 285.6 Effect of foreign exchange rate changes on cash and cash equivalents 22.8 (20.4 ) Net increase (decrease) in cash and cash equivalents (355.5 ) 778.4 Balance at beginning of year 969.3 868.9 Balance at end of period $ 613.8 $ 1,647.3 Expand SUMMARIZED SEGMENT RESULTS (hectoliter volume and $ in millions) (Unaudited) Americas Q2 2025 Q2 2024 Reported % Change FX Impact Constant Currency % Change (3) YTD 2025 YTD 2024 Reported % Change FX Impact Constant Currency % Change (3) Net sales (1) $ 2,504.8 $ 2,575.9 (2.8 ) $ (3.5 ) (2.6 ) $ 4,386.6 $ 4,721.3 (7.1 ) $ (19.4 ) (6.7 ) COGS (1)(2) $ (1,468.4 ) $ (1,525.7 ) 3.8 $ 2.4 3.6 $ (2,638.3 ) $ (2,841.2 ) 7.1 $ 12.5 6.7 MG&A $ (526.4 ) $ (560.7 ) 6.1 $ 1.0 5.9 $ (1,040.7 ) $ (1,067.4 ) 2.5 $ 7.1 1.8 Income (loss) before income taxes $ 538.2 $ 487.1 10.5 $ 0.5 10.4 $ 747.5 $ 807.7 (7.5 ) $ 0.3 (7.5 ) Underlying income (loss) before income taxes (3) $ 514.2 $ 487.4 5.5 $ 0.5 5.4 $ 717.0 $ 808.5 (11.3 ) $ 0.3 (11.4 ) Financial volume (1)(4) 15.307 16.396 (6.6 ) 27.049 30.306 (10.7 ) Brand volume 15.038 15.670 (4.0 ) 26.969 28.561 (5.6 ) EMEA&APAC Q2 2025 Q2 2024 Reported % Change FX Impact Constant Currency % Change (3) YTD 2025 YTD 2024 Reported % Change FX Impact Constant Currency % Change (3) Net sales (1) $ 703.9 $ 683.3 3.0 $ 36.3 (2.3 ) $ 1,131.2 $ 1,138.0 (0.6 ) $ 31.1 (3.3 ) COGS (1)(2) $ (465.4 ) $ (431.9 ) (7.8 ) $ (23.7 ) (2.3 ) $ (772.4 ) $ (753.5 ) (2.5 ) $ (19.5 ) 0.1 MG&A $ (166.7 ) $ (167.8 ) 0.7 $ (8.3 ) 5.6 $ (305.6 ) $ (315.7 ) 3.2 $ (5.7 ) 5.0 Income (loss) before income taxes $ 64.8 $ 81.2 (20.2 ) $ 5.4 (26.8 ) $ 45.6 $ 70.2 (35.0 ) $ 7.4 (45.6 ) Underlying income (loss) before income taxes (3) $ 72.4 $ 81.0 (10.6 ) $ 5.9 (17.9 ) $ 53.2 $ 63.7 (16.5 ) $ 7.9 (28.9 ) Financial volume (1)(4) 5.564 6.037 (7.8 ) 9.233 10.101 (8.6 ) Brand volume 5.574 6.045 (7.8 ) 9.190 10.053 (8.6 ) Unallocated & Eliminations Q2 2025 Q2 2024 Reported % Change FX Impact Constant Currency % Change (3) YTD 2025 YTD 2024 Reported % Change FX Impact Constant Currency % Change (3) Net sales $ (7.9 ) $ (6.9 ) (14.5 ) $ — (14.5 ) $ (12.9 ) $ (10.6 ) (21.7 ) — (21.7 ) COGS (2) $ 14.9 $ 35.2 (57.7 ) $ — (57.7 ) $ 38.6 $ 39.4 (2.0 ) $ (0.2 ) (1.5 ) Income (loss) before income taxes $ (48.1 ) $ (8.4 ) (472.6 ) $ (2.0 ) (448.8 ) $ (81.9 ) $ (52.6 ) (55.7 ) $ (3.6 ) (48.9 ) Underlying income (loss) before income taxes (3) $ (55.1 ) $ (37.2 ) (48.1 ) $ (2.0 ) (42.7 ) $ (107.6 ) $ (82.2 ) (30.9 ) $ (3.4 ) (26.8 ) Financial volume (0.001 ) (0.003 ) N/M (0.003 ) (0.003 ) N/M Consolidated Q2 2025 Q2 2024 Reported % Change FX Impact Constant Currency % Change (3) YTD 2025 YTD 2024 Reported % Change FX Impact Constant Currency % Change (3) Net sales $ 3,200.8 $ 3,252.3 (1.6 ) $ 32.8 (2.6 ) $ 5,504.9 $ 5,848.7 (5.9 ) $ 11.7 (6.1 ) COGS $ (1,918.9 ) $ (1,922.4 ) 0.2 $ (21.3 ) 1.3 $ (3,372.1 ) $ (3,555.3 ) 5.2 $ (7.2 ) 5.4 MG&A $ (693.1 ) $ (728.5 ) 4.9 $ (7.3 ) 5.9 $ (1,346.3 ) $ (1,383.1 ) 2.7 $ 1.4 2.6 Income (loss) before income taxes $ 554.9 $ 559.9 (0.9 ) $ 3.9 (1.6 ) $ 711.2 $ 825.3 (13.8 ) $ 4.1 (14.3 ) Underlying income (loss) before income taxes (3) $ 531.5 $ 531.2 0.1 $ 4.4 (0.8 ) $ 662.6 $ 790.0 (16.1 ) $ 4.8 (16.7 ) Financial volume (4) 20.870 22.430 (7.0 ) 36.279 40.404 (10.2 ) Brand volume 20.612 21.715 (5.1 ) 36.159 38.614 (6.4 ) N/M = not meaningful The reported percent change and the constant currency percent change in the above table are presented as (unfavorable) favorable. Expand (1) Includes gross inter-segment volumes, sales and purchases, which are eliminated in the consolidated totals. (2) The unrealized changes in fair value on our commodity swaps, which are economic hedges, are recorded as COGS within Unallocated. As the exposure we are managing is realized, we reclassify the gain or loss to the segment in which the underlying exposure resides, allowing our segments to realize the economic effects of the derivative without the resulting unrealized mark-to-market volatility. (3) Represents income (loss) before taxes adjusted for non-GAAP items. See the Non-GAAP Measures and Reconciliations section for definitions and reconciliations of non-GAAP financial measures including constant currency. (4) Financial volume in hectoliters for the Americas and EMEA&APAC segments excludes royalty volume of 0.693 million hectoliters and 0.336 million hectoliters, respectively, for the three months ended June 30, 2025 and excludes royalty volume of 0.578 million hectoliters and 0.325 million hectoliters, respectively, for the three months ended June 30, 2024. Financial volume in hectoliters for the Americas and EMEA&APAC segments excludes royalty volume of 1.366 million hectoliters and 0.556 million hectoliters, respectively, for the six months ended June 30, 2025 and excludes royalty volume of 1.169 million hectoliters and 0.543 million hectoliters respectively, for the six months ended June 30, 2024. Expand For the Six Months Ended Americas June 30, 2025 June 30, 2024 Change Financial Volume 27.049 30.306 (10.7 )% Contract brewing and wholesale/factored volume (0.800 ) (1.800 ) (55.6 )% Royalty volume 1.366 1.169 16.9 % Sales-To-Wholesaler to Sales-To-Retail adjustment and other (1) (0.646 ) (1.114 ) (42.0 )% Total Americas Brand Volume 26.969 28.561 (5.6 )% EMEA&APAC June 30, 2025 June 30, 2024 Change Financial Volume 9.233 10.101 (8.6 )% Contract brewing and wholesale/factored volume (0.599 ) (0.591 ) 1.4 % Royalty volume 0.556 0.543 2.4 % Total EMEA&APAC Brand Volume 9.190 10.053 (8.6 )% Consolidated June 30, 2025 June 30, 2024 Change Financial Volume 36.279 40.404 (10.2 )% Contract brewing and wholesale/factored volume (1.399 ) (2.391 ) (41.5 )% Royalty volume 1.922 1.712 12.3 % Sales-To-Wholesaler to Sales-To-Retail adjustment and other (0.643 ) (1.111 ) (42.1 )% Total Worldwide Brand Volume 36.159 38.614 (6.4 )% Expand (1) Includes gross inter-segment volumes which are eliminated in the consolidated totals. Expand Worldwide brand volume (or "brand volume" when discussed by segment) reflects owned or actively managed brands sold to unrelated external customers within our geographic markets (net of returns and allowances), royalty volume and our proportionate share of equity investment worldwide brand volume calculated consistently with MCBC owned volume. Financial volume represents owned or actively managed brands sold to unrelated external customers within our geographical markets, net of returns and allowances as well as contract brewing, wholesale non-owned brand volume and company-owned distribution volume. Contract brewing and wholesale/factored volume is included within financial volume, but is removed from worldwide brand volume, as this is non-owned volume for which we do not directly control performance. Factored volume in our EMEA&APAC segment represents the distribution of beer, wine, spirits and other products owned and produced by other companies to the on-premise channel such as bars and restaurants, which is a common arrangement in the U.K. Royalty volume consists of our brands produced and sold by third parties under various license and contract brewing agreements and, because this is owned volume, it is included in worldwide brand volume. Our worldwide brand volume definition also includes an adjustment from Sales-to-Wholesaler ("STW") volume to Sales-to-Retailer ("STR") volume. We believe the brand volume metric is important because, unlike financial volume and STWs, it provides the closest indication of the performance of our brands in relation to market and competitor sales trends. We also utilize net sales per hectoliter and COGS per hectoliter, as well as the year over year changes in these metrics, as key metrics for analyzing our results. These metrics are calculated as net sales and COGS per our unaudited condensed consolidated statements of operations divided by financial volume for the respective period. We believe these metrics are important and useful for investors and management because it provides an indication of the trends of price and sales mix on our net sales and the trends of sales mix and other cost impacts on our COGS. NON-GAAP MEASURES AND RECONCILIATIONS Use of Non-GAAP Measures In addition to financial measures presented on the basis of accounting principles generally accepted in the U.S. ('U.S. GAAP'), we also use non-GAAP financial measures, as listed and defined below, for operational and financial decision making and to assess Company and segment business performance. These non-GAAP measures should be viewed as supplements to (not substitutes for) our results of operations presented under U.S. GAAP. We have provided reconciliations of all historical non-GAAP measures to their nearest U.S. GAAP measure and have consistently applied the adjustments within our reconciliations in arriving at each non-GAAP measure. Our management uses these metrics to assist in comparing performance from period to period on a consistent basis; as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations; in communications with the Board of Directors, stockholders, analysts and investors concerning our financial performance; as useful comparisons to the performance of our competitors; and as metrics of certain management incentive compensation calculations. We believe these measures are used by, and are useful to, investors and other users of our financial statements in evaluating our operating performance. Underlying Income (Loss) before Income Taxes (Closest GAAP Metric: Income (Loss) Before Income Taxes) – Measure of the Company's or segment's income (loss) before income taxes excluding the impact of certain non-GAAP adjustment items from our U.S. GAAP financial statements. Non-GAAP adjustment items include goodwill and other intangible and tangible asset impairments, certain restructuring and integration related costs, unrealized mark-to-market gains and losses, adjustments to the redemption value of mandatorily redeemable noncontrolling interests, potential or incurred losses related to certain litigation accruals and settlements, impacts of settlement charges related to annuity purchases and gains and losses on sales of non-operating assets, among other items included in our U.S. GAAP results that warrant adjustment to arrive at non-GAAP results. We consider these items to be necessary adjustments for purposes of evaluating our ongoing business performance and are often considered non-recurring. Such adjustments are subjective, involve significant management judgment and can vary substantially from company to company. Underlying COGS (Closest GAAP Metric: COGS) – Measure of the Company's COGS adjusted to exclude non-GAAP adjustment items (as defined above). Non-GAAP adjustment items include, among other items, unrealized mark-to-market gains and losses on our commodity derivative instruments, which are economic hedges, and are recorded through COGS within Unallocated. As the exposure we are managing is realized, we reclassify the gain or loss to the segment in which the underlying exposure resides, allowing our segments to realize the economic effects of the derivatives without the resulting unrealized mark-to-market volatility. We also use underlying COGS per hectoliter, as well as the year over year change in such metric, as a key metric for analyzing our results. This metric is calculated as underlying COGS divided by financial volume for the respective period. Underlying MG&A (Closest GAAP Metric: MG&A) – Measure of the Company's MG&A expense excluding the impact of certain non-GAAP adjustment items (as defined above). Underlying net interest income (expense), net (Closest GAAP Metric: Interest income (expense), net) – Measure of the Company's net interest expense adjusted to exclude adjustments to the redemption value of mandatorily redeemable noncontrolling interests. Underlying net income (loss) attributable to MCBC (Closest GAAP Metric: Net income (loss) attributable to MCBC) – Measure of net income (loss) attributable to MCBC excluding the impact of income (loss) before income tax non-GAAP adjustment items (as defined above), adjustments to the carrying value of redeemable noncontrolling interests resulting from subsequent changes in the redemption value of such interests, the related tax effects of non-GAAP adjustment items and certain other discrete tax items. Underlying net income (loss) attributable to MCBC per diluted share (also referred to as Underlying Diluted Earnings per Share) (Closest GAAP Metric: Net income (loss) attributable to MCBC per diluted share) – Measure of underlying net income (loss) attributable to MCBC (as defined above) per diluted share. If applicable, a reported net loss attributable to MCBC per diluted share is calculated using the basic share count due to dilutive shares being antidilutive. If underlying net income (loss) attributable to MCBC becomes income excluding the impact of our non-GAAP adjustment items, we include the incremental dilutive shares, using the treasury stock method, into the dilutive shares outstanding. Underlying effective tax rate (Closest GAAP Metric: Effective Tax Rate) – Measure of the Company's effective tax rate excluding the related tax impact of pre-tax non-GAAP adjustment items (as defined above) and certain other discrete tax items. Discrete tax items include certain significant tax audit and prior year reserve adjustments, impact of significant tax legislation and tax rate changes and significant non-recurring and period specific tax items. Underlying free cash flow (Closest GAAP Metric: Net Cash Provided by (Used in) Operating Activities) – Measure of the Company's operating cash flow calculated as Net Cash Provided by (Used In) Operating Activities less Additions to property, plant and equipment and excluding the pre-tax cash flow impact of certain non-GAAP adjustment items (as defined above). We consider underlying free cash flow an important measure of our ability to generate cash, grow our business and enhance shareholder value, driven by core operations and after adjusting for non-GAAP adjustment items, which can vary substantially from company to company depending upon accounting methods, book value of assets and capital structure. Underlying depreciation and amortization (Closest GAAP Metric: Depreciation & Amortization) – Measure of the Company's depreciation and amortization excluding the impact of non-GAAP adjustment items (as defined above). These adjustments primarily consist of accelerated depreciation or amortization taken related to the Company's strategic exit or restructuring activities. Net debt and net debt to underlying earnings before interest, taxes, depreciation, and amortization ("underlying EBITDA") (Closest GAAP Metrics: Cash, Debt, & Net Income (Loss)) – Measure of the Company's leverage calculated as net debt (defined as current portion of long-term debt and short-term borrowings plus long-term debt less cash and cash equivalents) divided by the trailing twelve month underlying EBITDA. Underlying EBITDA is calculated as Net income (loss) excluding Interest expense (income), net, Income tax expense (benefit), depreciation and amortization and the impact of non-GAAP adjustment items (as defined above). Effective January 1, 2025, on a prospective basis, Underlying EBITDA excludes amortization of cloud-based software implementation costs. This measure is not the same as the Company's maximum leverage ratio as defined under its revolving credit facility, which allows for other adjustments in the calculation of net debt to EBITDA. Constant currency - Constant currency is a non-GAAP measure utilized to measure performance, excluding the impact of translational and certain transactional foreign currency movements, and is intended to be indicative of results in local currency. As we operate in various foreign countries where the local currency may strengthen or weaken significantly versus the U.S. dollar or other currencies used in operations, we utilize a constant currency measure as an additional metric to evaluate the underlying performance of each business without consideration of foreign currency movements. We present all percentage changes for net sales, underlying COGS, underlying MG&A and underlying income (loss) before income taxes in constant currency and calculate the impact of foreign exchange by translating our current period local currency results (that also include the impact of the comparable prior period currency hedging activities) at the average exchange rates during the respective period throughout the year used to translate the financial statements in the comparable prior year period. The result is the current period results in U.S. dollars, as if foreign exchange rates had not changed from the prior year period. Additionally, we exclude any transactional foreign currency impacts, reported within the other non-operating income (expense), net line item, from our current period results. Our guidance or long-term targets for any of the measures noted above are also non-GAAP financial measures that exclude or otherwise have been adjusted for non-GAAP adjustment items from our U.S. GAAP financial statements. When we provide guidance for any of the various non-GAAP metrics described above, we do not provide reconciliations of the U.S. GAAP measures as we are unable to predict with a reasonable degree of certainty the actual impact of the non-GAAP adjustment items. By their very nature, non-GAAP adjustment items are difficult to anticipate with precision because they are generally associated with unexpected and unplanned events that impact our Company and its financial results. Therefore, we are unable to provide a reconciliation of these measures without unreasonable efforts. (In millions, except per share data) (Unaudited) For the Three Months Ended June 30, 2024 Cost of goods sold Marketing, general and administrative expenses Income (loss) before income taxes Net income (loss) attributable to MCBC Net income (loss) attributable to MCBC per diluted share Reported (U.S. GAAP) $ (1,922.4 ) $ (728.5 ) $ 559.9 $ 427.0 $ 2.03 Non-GAAP Adjustments (pre-tax) Restructuring — — (0.2 ) (0.2 ) — (Gains) losses on disposals and other — — 0.1 0.1 — Unrealized mark-to-market (gains) losses (28.8 ) — (28.8 ) (28.8 ) (0.14 ) Other items — 0.4 0.2 0.2 — Tax effects of income before income tax non-GAAP adjustments and discrete tax items — — — 5.9 0.03 Underlying (Non-GAAP) $ (1,951.2 ) $ (728.1 ) $ 531.2 $ 404.2 $ 1.92 Expand (In millions, except per share data) (Unaudited) For the Six Months Ended June 30, 2025 Cost of goods sold Marketing, general and administrative expenses Income (loss) before income taxes Net income (loss) attributable to MCBC Diluted earnings per share Non-GAAP adjustments (pre-tax) Restructuring (2) — — 28.0 28.0 0.14 (Gains) losses on disposals and other — — 0.6 0.6 — Unrealized mark-to-market (gains) losses (25.7 ) — (25.7 ) (25.7 ) (0.13 ) Other items (1) — (0.2 ) (51.5 ) (51.5 ) (0.25 ) Tax effects of income before income tax non-GAAP adjustments and discrete tax items — — — 11.9 0.06 Adjustment for redeemable noncontrolling interest recorded to the redemption value — — — 1.0 — Underlying (Non-GAAP) $ (3,397.8 ) $ (1,346.5 ) $ 662.6 $ 514.0 $ 2.54 Expand (In millions, except per share data) (Unaudited) For the Six Months Ended June 30, 2024 Cost of goods sold Marketing, general and administrative expenses Income (loss) before income taxes Net income (loss) attributable to MCBC Diluted earnings per share Reported (U.S. GAAP) $ (3,555.3 ) $ (1,383.1 ) $ 825.3 $ 634.8 $ 2.99 Non-GAAP adjustments (pre-tax) Restructuring — — (1.1 ) (1.1 ) (0.01 ) (Gains) losses on disposals and other — — (5.3 ) (5.3 ) (0.02 ) Unrealized mark-to-market (gains) losses (29.6 ) — (29.6 ) (29.6 ) (0.14 ) Other items — 0.9 0.7 0.7 — Tax effects of income before income tax non-GAAP adjustments and discrete tax items — — — 7.5 0.04 Underlying (Non-GAAP) $ (3,584.9 ) $ (1,382.2 ) $ 790.0 $ 607.0 $ 2.86 Expand (1) During the first quarter of 2025, we made an investment in Fevertree Drinks plc and hold a minority interest. As a result, for the three and six months ended June 30, 2025, we recorded an unrealized fair value adjustment of $25.5 million and $51.2 million, respectively. (2) During the third quarter of 2024, we made the decision to wind down or sell certain U.S. craft businesses and related facilities within the Americas segment. As a result, we recorded employee-related and asset abandonment charges, including accelerated depreciation in excess of normal depreciation of $17.9 million for the six months ended June 30, 2025. Expand Reconciliation to Underlying (Non-GAAP) Income (Loss) Before Income Taxes by Segment (In millions) (Unaudited) For the Three Months Ended June 30, 2025 Americas EMEA&APAC Unallocated Consolidated U.S. GAAP Income (loss) before income taxes $ 538.2 $ 64.8 $ (48.1 ) $ 554.9 Cost of goods sold (1) — — (7.0 ) (7.0 ) Marketing, general & administrative (0.1 ) — — (0.1 ) Other non-GAAP adjustment items (2) (23.9 ) 7.6 — (16.3 ) Total non-GAAP adjustment items $ (24.0 ) $ 7.6 $ (7.0 ) $ (23.4 ) Underlying (Non-GAAP) income (loss) before income taxes $ 514.2 $ 72.4 $ (55.1 ) $ 531.5 Expand (In millions) (Unaudited) For the Three Months Ended June 30, 2024 Americas EMEA&APAC Unallocated Consolidated U.S. GAAP Income (loss) before income taxes $ 487.1 $ 81.2 $ (8.4 ) $ 559.9 Cost of goods sold (1) — — (28.8 ) (28.8 ) Marketing, general & administrative 0.5 0 (0.1 ) — 0.4 Other non-GAAP adjustment items (2) (0.2 ) (0.1 ) — (0.3 ) Total non-GAAP adjustment items $ 0.3 $ (0.2 ) $ (28.8 ) $ (28.7 ) Underlying (Non-GAAP) income (loss) before income taxes $ 487.4 $ 81.0 $ (37.2 ) $ 531.2 Expand (In millions) (Unaudited) For the Six Months Ended June 30, 2025 Americas EMEA&APAC Unallocated Consolidated U.S. GAAP Income (loss) before income taxes $ 747.5 $ 45.6 $ (81.9 ) $ 711.2 Cost of goods sold (1) — — (25.7 ) (25.7 ) Marketing, general & administrative (0.2 ) — — (0.2 ) Other non-GAAP adjustment items (2) (30.3 ) 7.6 — (22.7 ) Total non-GAAP adjustment items $ (30.5 ) $ 7.6 $ (25.7 ) $ (48.6 ) Underlying (Non-GAAP) income (loss) before income taxes $ 717.0 $ 53.2 $ (107.6 ) $ 662.6 Expand (In millions) (Unaudited) For the Six Months Ended June 30, 2024 Americas EMEA&APAC Unallocated Consolidated U.S. GAAP Income (loss) before income taxes $ 807.7 $ 70.2 $ (52.6 ) $ 825.3 Cost of goods sold (1) — — (29.6 ) (29.6 ) Marketing, general & administrative 1.0 (0.1 ) — 0.9 Other non-GAAP adjustment items (2) (0.2 ) (6.4 ) — (6.6 ) Total non-GAAP adjustment items $ 0.8 $ (6.5 ) $ (29.6 ) $ (35.3 ) Underlying (Non-GAAP) income (loss) before income taxes $ 808.5 $ 63.7 $ (82.2 ) $ 790.0 Expand (1) Reflects changes in our mark-to-market positions on our derivative hedges recorded as COGS within Unallocated. As the exposure we are managing is realized, we reclassify the gain or loss to the segment in which the underlying exposure resides, allowing our segments to realize the economic effects of the derivative without the resulting unrealized mark-to-market volatility. (2) See the Reconciliations by Line Item table for further information on our non-GAAP adjustments. Expand Underlying (Non-GAAP) Depreciation and Amortization Reconciliation June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024 U.S. GAAP depreciation and amortization $ 170.1 $ 167.7 $ 350.4 $ 336.7 Accelerated depreciation (1) — — (17.9 ) — Underlying (Non-GAAP) depreciation and amortization $ 170.1 $ 167.7 $ 332.5 $ 336.7 Expand (1) During the third quarter of 2024, we made the decision to wind down or sell certain U.S. craft businesses and related facilities within the Americas segment. As a result, we recorded employee-related and asset abandonment charges, including accelerated depreciation in excess of normal depreciation of $17.9 million for the six months ended June 30, 2025. Expand Effective Tax Rate Reconciliation (Unaudited) For the Three Months Ended June 30, 2025 June 30, 2024 U.S. GAAP Effective Tax Rate 24 % 24 % Tax effect of non-GAAP adjustment items and discrete tax items (1) (1 %) — % Underlying (Non-GAAP) Effective Tax Rate 23 % 24 % Expand (1) Adjustments related to the tax effect of non-GAAP adjustment items, as well as certain discrete tax items excluded from our underlying effective tax rate. Discrete tax items include certain significant tax audit and prior year reserve adjustments, impact of significant tax legislation and tax rate changes and significant non-recurring and period specific tax items. Expand Underlying (Non-GAAP) Free Cash Flow (In millions) (Unaudited) For the Six Months Ended June 30, 2025 June 30, 2024 U.S. GAAP Net Cash Provided by (Used In) Operating Activities $ 627.6 $ 894.6 Additions to property, plant and equipment, net (1) (400.6 ) (392.2 ) Cash impact of non-GAAP adjustment items (2) 66.5 2.6 Underlying (Non-GAAP) Free Cash Flow $ 293.5 $ 505.0 Expand (1) Included in net cash provided by (used in) investing activities. (2) Included in net cash provided by (used in) operating activities and reflects the $60.6 million payment as final resolution of the Keystone litigation case paid during the three months ended March 31, 2025. Additionally, includes costs paid for restructuring activities for the six months ended June 30, 2025 and June 30, 2024. Expand Net Debt and Net Debt to Underlying (Non-GAAP) EBITDA Ratio (In millions except net debt to underlying EBITDA ratio) (Unaudited) As of June 30, 2025 June 30, 2024 U.S. GAAP Current portion of long-term debt and short-term borrowings $ 62.3 $ 894.2 Add: Long-term debt 6,257.0 6,161.5 Less: Cash and cash equivalents 613.8 1,647.3 Net debt $ 5,705.5 $ 5,408.4 Q2 Underlying EBITDA $ 763.9 750.1 Q1 Underlying EBITDA 353.3 476.2 Q4 Underlying EBITDA 558.5 566.1 Q3 Underlying EBITDA 692.3 742.9 Non-GAAP Underlying EBITDA (1) $ 2,368.0 $ 2,535.3 Net debt to underlying (Non-GAAP) EBITDA ratio 2.41 2.13 Expand (1) Represents underlying EBITDA on a trailing twelve month basis. Expand Underlying (Non-GAAP) EBITDA Reconciliation (In millions) (Unaudited) For the Three Months Ended June 30, 2025 June 30, 2024 U.S. GAAP Net income (loss) 424.3 425.3 Interest expense (income), net 58.5 51.2 Income tax expense (benefit) 130.6 134.6 Depreciation and amortization 173.9 167.7 Non-GAAP adjustments to arrive at underlying EBITDA (1) (23.4 ) (28.7 ) Underlying (Non-GAAP) EBITDA $ 763.9 $ 750.1 Expand (1) Includes pre-tax non-GAAP adjustments to Net income (loss) as described in other non-GAAP reconciliation tables above excluding non-GAAP adjustments to interest expense (income), net and depreciation and amortization (including amortization of cloud-based software implementation costs). See the (i) Reconciliations to Nearest U.S. GAAP Measures by Line Item, (ii) Underlying Depreciation and Amortization Reconciliation and (iii) Underlying Net Interest Income (Expense), net Reconciliation tables for further information on our non-GAAP adjustments. Expand
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- Associated Press
Alkane and Mandalay Announce Closing of Merger
PERTH, Australia and TORONTO, Aug. 05, 2025 (GLOBE NEWSWIRE) -- Alkane Resources Limited (ASX: ALK) ('Alkane') and Mandalay Resources Corporation ('Mandalay') (TSX: MND, OTCQB: MNDJF) are pleased to announce the successful closing of their merger. The transaction was effected by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the 'Arrangement'), whereby Alkane acquired all of the issued and outstanding common shares of Mandalay (the 'Mandalay Shares'). Under the terms of the Arrangement, Mandalay shareholders are entitled to receive 7.875 fully paid ordinary shares of Alkane (the 'Alkane Shares') for each Mandalay Share held. The combined company will continue operating as 'Alkane Resources Limited' and will remain listed on the ASX and headquartered in Perth. The Toronto Stock Exchange (the 'TSX') has conditionally approved the listing of the Alkane Shares (i.e., the shares of the combined company). Listing is subject to Alkane fulfilling all of the customary requirements of the TSX. Subject to the final approval of the TSX, the Alkane Shares are expected to begin trading on the TSX under the ticker symbol 'ALK' at market open on or about August 8, 2025. This transformative transaction is expected to create a dual ASX and TSX listed gold and antimony producer operating in premier jurisdictions – Costerfield (Victoria, Australia), Tomingley (New South Wales, Australia), and Björkdal (Skelleftea, Sweden). The combined company is strategically positioned for sustainable growth, with the following highlights: Nic Earner, Managing Director and CEO of Alkane, commented: 'This merger represents a significant step forward for both companies. By combining our complementary portfolios, we have created a stronger, more resilient platform with the scale and financial flexibility to pursue long-term growth. I am pleased to welcome our new shareholders and the Mandalay team as we move forward together, focused on delivering sustainable production and long-term value.' Frazer Bourchier, former President and CEO of Mandalay and new non-executive director of Alkane, added: 'We are proud to have successfully completed this transaction. With a diversified production base, broader exploration pipeline, and enhanced trading liquidity, the combined company is well positioned for a market re-rating. I sincerely thank our shareholders and the entire Mandalay team for their continued support, and I look forward to continuing to deliver shareholder value as a Director of Alkane.' Transaction Details Pursuant to the terms of the arrangement agreement dated April 27, 2025, Mandalay shareholders are entitled to receive 7.875 Alkane Shares for each Mandalay Share held immediately prior to closing of the Arrangement. The Mandalay Shares are expected to be delisted from the TSX at market close on or about August 6, 2025, and Mandalay has applied to cease to be a reporting issuer under applicable Canadian securities laws. All registered Mandalay shareholders are encouraged to complete, sign and return the letter of transmittal, which has been previously mailed and is available under Mandalay's SEDAR+ profile at with accompanying share certificate and/or DRS advice-statement(s) (if applicable) to Computershare Investor Services Inc. as soon as possible, if they have not already done so. Non-registered Mandalay shareholders are encouraged to contact their broker or other intermediary for instructions and assistance in receiving the consideration. For more information on the Arrangement, see Mandalay's management information circular (the 'Mandalay Circular'), filed under Mandalay's profile on SEDAR+ at on June 26, 2025. Alkane Board Alkane's new board of directors consists of three former directors of Mandalay, Brad Mills, Frazer Bourchier and Dominic Duffy, two existing directors of Alkane, Ian Gandel and Nic Earner, and a new independent Chair, Andy Quinn, a chartered mining engineer and highly credentialed investment banking and mining industry veteran. The combined management team is led by Nic Earner (Managing Director and CEO) and James Carter (Chief Financial Officer). Former Mandalay executives Ryan Austerberry (Chief Operating Officer – Mandalay Assets) and Chris Davis (VP Exploration and Operational Geology – Mandalay Assets) have joined Alkane to provide critical continuity for the Costerfield and Björkdal mines. The combined company is headquartered in Perth, Australia. Reporting Issuer Status and Filing of Technical Reports On completion of the Arrangement, Alkane became a reporting issuer in each of the provinces and territories of Canada other than Québec. In connection with becoming a reporting issuer, Alkane intends to file the following technical reports, each prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ('NI 43-101"), on SEDAR+ under its new issuer profile, accessible at Advisors Haywood Securities Inc. was engaged as exclusive financial advisor to Mandalay and its board of directors (the 'Mandalay Board'), and GenCap Mining Advisory Ltd. was engaged to provide an independent fairness opinion to the Mandalay Board. Scotia Capital Inc. continued to provide Strategic and Debt Advisory services to Mandalay's executive team. Goodmans LLP acted as Canadian legal advisor and Clayton Utz as Australian legal advisor to Mandalay. Bell Potter Securities Limited and Euroz Hartleys Limited were engaged as joint financial advisors to Alkane. HopgoodGanim Lawyers acted as Australian legal advisor and Bennett Jones LLP as Canadian legal advisor to Alkane. This document has been authorised for release to the market by Nic Earner, Managing Director & CEO. For Further Information Mandalay investor contact: Edison Nguyen, Director, Business Valuations and IR +1 (647) 258-9722 Alkane investor contact: Natalie Chapman, Communications Manager +61 418 642 556 About Alkane Resources Alkane Resources intends to grow to become one of Australia's leading multi-mine gold and copper producers. Alkane's current gold production is from the Tomingley gold mine in New South Wales, the Costerfield gold-antimony mine in Victoria and the Björkdal gold mine in Sweden. Alkane is focused on growing its production and reducing costs to generate significant positive cashflow which has been operating since 2014 and has operating plans extending beyond 2030. Alkane also owns a major porphyry gold-copper deposit discovered at Boda-Kaiser in 2019. Exploration is ongoing and economics demonstrated in a 2024 scoping study. Alkane's gold interests extend throughout Australia, with strategic investments in other gold exploration and aspiring mining companies. Forward-Looking Statements This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation and may include future-oriented financial information or financial outlook information (collectively 'Forward-looking Information'). These include statements regarding Alkane and Mandalay's intent, or the beliefs or current expectations of the officers and directors of Alkane and Mandalay for the combined company post-closing. Actual results and outcomes of the merger between the companies may vary materially from the amounts set out in any Forward-looking Information. As well, Forward-looking Information may relate to: future outlook and anticipated events, such as the strategic vision for the combined company following the closing of the Arrangement and expectations regarding exploration potential, production capabilities and future financial or operating performance of the combined company post-closing, including AISC, investment returns, margins and share price performance; FY2025 / CY2025 and FY2026 / CY2026 production and cost guidance; the potential valuation of the combined company following the closing of the Arrangement; the accuracy of the pro forma financial position and outlook of the combined company following the closing of the Arrangement; the success of Alkane and Mandalay in combining operations upon closing of the Arrangement; expectations for the potential development of the Boda-Kaiser project; the potential of the combined company to meet industry targets, public profile and expectations; the timing of the listing of the Alkane Shares on the TSX and the delisting of the Mandalay Shares from the TSX; the timing and acceptance of an application for Mandalay ceasing to be a reporting issuer in Canada; the size and composition of the Alkane Board; and future plans, projections, objectives, estimates and forecasts and the timing related thereto. Readers are cautioned that the foregoing list and other information contained herein is not exhaustive of all factors and assumptions which may have been used by Alkane and Mandalay. Forward-looking Information is generally identified by the use of words like 'will', 'create', 'enhance', 'improve', 'potential', 'expect', 'upside', 'growth' and similar expressions and phrases or statements that certain actions, events or results 'may', 'could', or 'should', or the negative connotation of such terms, are intended to identify Forward-looking Information. Although Alkane and Mandalay believe that the expectations reflected in the Forward-looking Information are reasonable, undue reliance should not be placed on Forward-looking Information since no assurance can be provided that such expectations will prove to be correct. Forward-looking Information is based on information available at the time those statements are made and/or good faith belief of the officers and directors of Alkane and Mandalay as of that time with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or suggested by the Forward-looking Information. Forward-looking Information involves numerous risks and uncertainties. Such factors include, without limitation: risks relating to changes in the gold and antimony price and the factors identified in the section titled 'Risks Related to the Business' in Mandalay's most recently filed Annual Information Form which is available on SEDAR+ at and in the section titled 'Risk Factors' in Appendix J of the Mandalay Circular. Forward-looking Information is designed to help readers understand Alkane and Mandalay's views as of that time with respect to future events and speak only as of the date they are made. Except as required by applicable law, Alkane and Mandalay assume no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the Forward-looking Information. If either Alkane or Mandalay updates any one or more forward-looking statements, no inference should be drawn that either company will make additional updates with respect to those or other Forward-looking Information. All Forward-Looking Information contained in this news release is expressly qualified in its entirety by this cautionary statement. 1 2025 production estimate is based on Mandalay calendar year guidance from MND 17 December 2024 news release and Alkane fiscal year result from ALK Announcement 7 July 2025. 2026 production estimate is based on consensus broker analyst estimates for Mandalay (calendar year) and Alkane (fiscal year). 2 As at 30 June 2025. WSLEGAL\098750\00001\41645746v3
