Greetings, and welcome to the Vintage Wine Estates Business Update and Preliminary Outlook for Fiscal 2024 conference call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Deb Pawlowski, Investor Relations for the company. Thank you, Deb. You may begin. Thanks, Paul. Good afternoon, everyone. We certainly appreciate your time today and your interest in Vintage Wine Estates. You should have a copy of the 2 releases that crossed the wires following the market close this afternoon. We have announced the appointment of Seth Kaufman from LVMH as President and CEO, with an anticipated start date of no later than October 30, 2023. We also provided a business update and preliminary outlook for fiscal 2024. We have slides that will accompany today's conversation, which, if you do not have them readily available, you can find them on our website at ir.vintagewineestates.com. The news releases are posted there as well. I would like to point out that while we provided preliminary fiscal 2023 results, we will not be discussing details of these results until we report in September. We'll ask that you refrain from questions regarding further details regarding operating results by segment, et cetera. On the call with me today are Jon Moramarco, our interim CEO, and Kristina Johnston, our CFO. Jon is going to begin with an overview of our five-point plan, and Kristina will then provide details on our cost reduction efforts, preliminary 2023 results, and preliminary outlook for 2024. We will then open the call for questions. If you'll turn to slide two, you will find our safe harbor statement. As you may be aware, we will make some forward-looking statements during the presentation and the Q&A session. These statements apply to future events that are subject to risks and uncertainties, as well as other factors that could cause actual results to differ materially from what we state here today. These risks and uncertainties and other factors were provided in our press release, as well as in SEC filings that you can find on our website or at sec.gov. With that, if you will now advance to slide 3, I will turn it over to Jon to begin the discussion. Jon? Thank you, Deb. Good afternoon, everybody. I want to first start by recognizing Terry Wheatley, who tendered her resignation from her role as President of Vintage Wine Estates yesterday. Terry has been an integral part of Vintage Wine Estates' growth over the years and has left an indelible mark on this company. I believe her ingenuity and influence will continue to resonate here at VWE far into the foreseeable future. There are a lot of people here that are going to miss her. We thank her for her contributions over the last 9 years and wish her very well in all her future endeavors. As you might imagine, there has been a lot happening at VWE these last 6 months, even just since our last call in May. We have made quite a bit of change in how we operate, how we are structured, and what we are working to accomplish over fiscal 2024, which we view as a transition year. We have instituted a five-point plan to improve our operations, reduce costs, and position us to grow revenue. In fact, we expect SG&A to be reduced by approximately $20 million, and that gross margin can improve on the order of 700 basis points. We believe these improvements over fiscal 2023 results are possible because of our efforts to simplify our portfolio, streamline warehousing and marketing operations, and improving productivity and output. Importantly, we are reinforcing the solid foundation of this company that was built over 20 years, while we capitalize on our valuable asset base, focus on our key powerful brands, and leverage in our strong and experienced team. I'm sure you noted that we also announced today that Seth Kaufman, who is currently President and CEO of Moët Hennessy North America, a part of LVMH, has agreed to join VWE as President and CEO, not later than October 30th this year. His start date is subject to him finishing up his responsibilities at LVMH. We are very excited to have him join us and believe we are positioning the company to enable success through this transition year and creating the pathway for a longer-term strategy to be developed. On slide 4, it provides greater detail regarding the elements of our five-point plan. You can read the details, so let me just provide a high-level overview. Margin expansion is being driven by our efforts to simplify the business, improve our bottling production efficiencies, increase pricing appropriately, and to prioritize our lines of business, including evaluating everything on its profit contributions. We've rebuilt our budget from the ground up, which enabled a fresh look at our spend. Simplification helped in addressing right-sizing our staffing, and the relook at the budget enabled stronger cost discipline. We need to generate cash to pay down debt, and that entails careful management of working capital. It is important that we continue to invest in the business as well. For fiscal 2024, we are looking at a CapEx budget of about $12 million. Of that, about half is on revenue-generating projects, and the rest is health and safety investments, as well as maintenance and compliance. We continue to look to monetize assets to pay down debt. In addition to the previously announced sales of Laetitia and Tenma, we recently divested the Tamarack facility and assigned the relict- rated, related leases to further reduce costs. We have other assets for which we would consider offers if those offers were to reflect the underlying value of the properties. Finally, we are focused on growing revenue. We believe by directing resources on key brands, increasing points of distribution, ensuring we are capturing price, and prioritizing our estate properties and DTC's strengths, we can build upon our legacy and create opportunities to further expand our business. With that overview, let me turn it over to Kristina to provide some details. Thanks, Jon, and thank you everyone for your time today. If you will turn to slide 5, I will point out some key highlights regarding our expectation to reduce our SG&A spend in fiscal 2024 from where we believe final results will land for fiscal 2023. For starters, there are approximately $10 million in costs that we don't expect to repeat, which includes about $2 million of business realignment costs recognized in our 3rd quarter. We itemized these atypical costs when we reported in May. Most of our savings are related to how we are reimagining our business from a lens of simplification and profitability. This includes cost savings from our restructuring, rightsizing, and the cost discipline we are instilling throughout the organization. Combined, this is expected to result in approximately $25 million of total reduced costs. However, we will continue to make investments in our people, our risk management, and assessment of our operating systems. This offset then nets to the $20 million reduction year-over-year in SG&A. Turning to slide six, this provides our preliminary expectations for fiscal 2023, which of course, are yet to be audited. I'll remind you that in addition to SG&A and amortization expense, operating expenses in fiscal 2023 will include the $139.1 million non-cash impairment charge we reported in May. We have also provided our preliminary outlook for fiscal 2024. As Jon noted, we are expecting an approximate 700 basis point improvement in gross margin. This is being driven by production efficiencies, price increases, and a focus on the appropriate mix of product across our key brands. Our planned reduction in SG&A expenses reflects the items I just reviewed. Keep in mind, for fiscal 2024, we are expecting restructuring charges of about $6 million-$7 million. I should also point out that we are advancing our discussions with our lending group and expect to have a revised lending agreement by the time we report our fiscal 2023 results in September. Our liquidity as of June 30th, 2023, was approximately $65 million, inclusive of approximately $20 million of cash. Total debt decreased throughout fiscal 2023 by almost $30 million, in part due to our focused debt repayment efforts. As Jon mentioned, fiscal 2024 is a transition year for VWE. We are prioritizing profitability, cash generation, and debt reduction. We intend to leverage our strong foundation and provide the infrastructure we need to create a long-lasting, sustainable business that can deliver more value for our shareholders. In summary, on slide seven, we have made critical changes in our business structure, are preparing the organization for our new CEO, and we will continue to advance our five-point plan. We believe we can deliver an enduring business that reflects the underlying value of our organization. With that, Paul, we can open the line for questions. Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. The confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star key. One moment, please, while we poll for questions. Thank you. Our first question is from Vivien Azer with TD Cowen. Please proceed with your question. Hi, good afternoon. Good afternoon, Vivien. Thanks for taking the question. I guess just quickly, to the extent that Terry's listening, I just wanna wish her well in her future endeavors. Been a pleasure collaborating with her. Thank you guys very much for the update. I think a number of bright spots to be gleaned from this. Appreciating that you don't wanna get into the details, I heard you loud and clear, Deb. Kristina, one thing that you mentioned was really focusing on optimizing your mix across key brands. I was wondering if you could just expand on that. Is that more of a pricing comment? Is it a varietal comment, a combination of both? Any other incremental color you can offer would be helpful. Yeah, I'd say, Vivien, it's a combination of both. As we've talked about and we just mentioned in the call here, we're capitalizing on taking pricing where appropriate, as well as driving increased points of distribution on our key brands. It's really a combination of looking across the portfolio and capitalizing on those areas where we're really generating the biggest profit available to us. Sure, that makes perfect sense. Then maybe just to follow up on that, you know, without getting into, again, segment-level detail, you know, across all of your operating segments, you've got some large customers, you know, depending on kind of the route-to-market nuances there. How have the conversations been, you know, as you guys are undergoing this transition, discussions around, you know, allocations, shelf space as appropriate, any other incremental color you can offer on kind of just the ongoing dialogue with your key customers? At this point, you know, all conversations continue to move forward. There's no significant change in mix of business. I don't know, Jon, would you like to add anything else from conversations? Vivien, dealing with key customers, and I'm thinking about retailers as opposed to distributors, who, in theory, are our customer. We are maintaining and strengthening our relationships with the key retailers in the marketplace, and I'm talking for a branded business. We're continuing to see increased point to distribution, increased authorizations, and we're fairly bullish that the team and the changes we're making will provide for a positive performance in fiscal 2024. Terrific. That's great to hear. I'll just squeeze in one last one. you know, totally understanding, you know, that Seth needs to unwind his responsibilities, but with an October 30 start date, I think all of the work that goes into key, like, holiday selling season, probably already is completed at that point. I think you guys have been really clear. That's why 2024 is a reset year. but, you know, any other color about how you're thinking about holiday, to the extent that matters, just insofar as it gives you momentum in the following calendar year? We basically, you know, a lot of times, you know, holiday programs are put to bed by last month, June. Those are in place, and we look forward to a positive holiday season. Realistically, with my role, I've been trying to make sure we're doing the right things tactically and strengthening the foundation. When Seth comes in, he can truly look at strategically, a lot of opportunities with this business what path is he going to pursue. Absolutely. Well, I really commend you guys on a lot of really hard work and tough decision making. Thank you for the questions. Thank you, Vivien. Thank you. Our next question is from Luke Hannan with Canaccord Genuity. Please proceed with your question. Thanks. Good afternoon, and thanks for doing this update call. It's very helpful. I wanted to start on the balance sheet. I think I heard you correctly, about $20 million in cash as of quarter end of June. I'm just curious, when it comes to the remaining divestitures or other areas or portfolio where you think you can monetize assets, can you just give us, I guess, broad strokes, what it is that you would potentially have left to be able to monetize? Have you know, have you gone through and sold most of what you're able to, or are there still plenty of options left on the table? Kristina, I'll let you answer that. Sure, Jon. Hi, Luke. Thanks for joining today. you know, we mentioned that there are several assets that we're still considering our ability to monetize, but I just want to be clear that, you know, we're not in a position where we have to sell, and we're looking to make sure that we're obtaining the correct value for those assets. A lot of that is falling into, again, long-term strategy and where we want to take the business going forward, and the offers need to be valued appropriately for what we're seeing, appraisal values for those assets. There's items under consideration, but we're not in a rush to monetize. We want to make sure it's the right fit. Got it. Makes sense. Then another quick question I had. On the guidance, I appreciate you guys putting that out there. I mean, it's very helpful for us as analysts, but I did want to ask specifically on non-cash amortization expense. I know in the past you guys usually gave, I think it was revenue, adjusted EBITDA and usually CapEx guidance as well. Now it seems like there's a bit of a pivot to non-cash amortization expense. Instead, I just would be curious to know why exactly that is? Kristina, I'll let you go with that one as well. Yeah. Go ahead. Luke, we're really looking to give all the pieces to be able to get there, right? I want to remind everyone that our non-cash depreciation amortization runs at approximately $21 million annually, and then we've got non-cash stock-based compensation, which is typically $2 million. I will say that that's excluding any updates for new leadership changes that we're still working to calculate the impacts of. Just one more call out, too, as we start thinking, you know, downstream, EBITDA, cash flow impacts, the reminder of the call out of approximately $6 million-$7 million of cash restructuring charges that we're expecting in fiscal 2024. Does that add- I'll throw in there, Luke, just, you know, for the rest of the PNL, until it's difficult to do the tax estimate, so you can't really go too far down, even though that's not in EBITDA. Until the full year is reported, it's difficult to give you all of the elements that way, but we've given you rough numbers. Correct. Yep, that's perfect. That makes sense. My last question here is a higher level one and a bit of a crystal ball question, I guess, but I understand that fiscal 2024 is going to be more of a transition year. If I think about the business maybe a year and a half ago, very much consolidation of the industry was a key part of the investment thesis. Realizing that there's a lot of work to be done before potentially that avenue opens up down the road, I guess, does new leadership, new management, or do they share the view that previous management did that M&A is going to be a key growth vertical for this business going forward? M&A will be a critical component of growth going forward. I don't want to get too much into discussions I've had with Seth to this point, but I would say that he sees opportunities in growing the existing portfolio, but there's also going to be opportunities to enhance the portfolio through M&A. Okay, I'll leave it there. Thanks. Thank you. There are no further questions at this time. I'd like to hand the floor back over to management for any closing comments. Thank you. These have been interesting times. We appreciate your consideration of the intrinsic value of our business and your patience as we execute our five-point plan in advance through this transition to realize the underlying potential of VWE. Thank you very much and have a good evening. This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.
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