Good day, and welcome to the MGP Ingredients Second Quarter 2024 Financial Results Conference Call. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Amit Sharma, VP of Investor Relations. Please go ahead.

Thank you. I'm Amit Sharma, Vice President of Investor Relations. And joining me are members of the management team, including David Bratcher, Chief Executive Officer and President; and Brandon Gall, Chief Financial Officer. We will begin the call with management's prepared remarks and then open the call to questions. As a reminder, this call may include certain forward-looking statements. The company's actual results could differ materially from any forward-looking statements made today due to the number of factors, including the risk factors described in the company's most recent annual report filed with the SEC. The company assumes no obligation to update any forward-looking statements made during the call, except as required by the law. Additionally, this call will contain references to certain non-GAAP measures, which we believe are useful in evaluating the company's performance. A reconciliation of these measures to the most directly comparable GAAP measures is included in today's earnings release. The press release is available on MGPI's website at www.mgpingredients.com. This call is being webcast, and a replay will be available on our website. With that, I would like to turn the call over to MGP's Chief Executive Officer and President, David Bratcher. David?

Thank you, Amit. We are excited to have you on board to lead our Investor Relations efforts as we continue to add strong talent throughout our organization, including 2 other recent hires, David Colyott as EVP of Operations; and Paul Lux as VP of Sales for Distilling Solutions. Good morning, everyone. I will begin with an overview of our second quarter performance and provide updates on key performance metrics and initiatives. I will then turn it over to Brandon to discuss our quarterly results in greater detail. We will wrap up with a discussion of our outlook for the full year before we open it up for questions. We delivered another quarter of strong operating results as we continue to make consistent progress towards becoming a premier branded spirits company. We successfully recommissioned our Lux Row distillery giving us additional distilling capacity in Bardstown, Kentucky to continue to support our branded whiskey growth. Our first half 2024 results were in line with our expectations, enabling us to reaffirm our full year sales, EBITDA and EPS guidance. Specific to second quarter 2024, on a pro forma basis when factoring in Atchison distillery closure, consolidated sales increased by 7%, driven by the ongoing momentum of our Branded Spirits business and solid brown goods sales within our Distilling Solutions segment. As a reminder, prior year reported sales included Atchison distillery related sales. At the segment level, Distilling Solutions pro forma sales grew by 9%. We posted our highest-ever quarterly brown goods sales driven by new distillate. As expected, sales of brown goods during the first half of 2024 were more heavily weighted toward the second quarter, and we expect the same ordering pattern to play out in the second half of 2024. I am proud of our sales team for their nimbleness as…

Thanks, David. For the second quarter of 2024, consolidated sales decreased 9% compared to the prior year period to $190.8 million, primarily due to the Atchison distillery closure. Excluding the impact of the Atchison distillery, consolidated sales increased by 7%, driven by higher Distilling Solutions sales and the continued momentum in our premium plus branded portfolio. Within the Distilling Solutions segment, sales decreased 20% to $93.4 million due to the Atchison distillery closure. Excluding the impact of the Atchison distillery in both periods, segment sales increased 9% from the prior year quarter. Brown goods sales were up 3%, driven primarily by the planned strong increase in our new distillate sales and the timing of customer purchases, as David mentioned in his comments. Warehouse-related sales increased by 24% to their highest-ever second quarter level, reflecting a higher proportion of new distillate sales volumes. Branded Spirits segment sales increased by 11%, mainly due to our premium plus portfolio. Including the contribution from last year's Penelope acquisition, premium plus portfolio sales increased 29%, while lapping 29% growth in the year-ago quarter, reflecting strong performance of our premium priced brands. Our mid and value branded sales were relatively flat due to easier year-ago comparisons. Consolidated gross profit increased 9% to $83.2 million, representing 43.6% of sales. Excluding the impact of the Atchison distillery, second quarter consolidated gross margin improved approximately 80 basis points from the prior year period as we delivered record gross margins of 52.5% in the Branded Spirits segment and continued to benefit from higher margins in the Distilling Solutions segment. Excluding the impact of the Atchison distillery, Ingredient Solutions gross margin declined nearly 800 basis points from prior year, primarily due to incremental costs incurred to commercialize the waste starch stream. However, on a sequential basis, segment gross margin increased 400…

Thanks, Brandon. I would like to close by thanking and congratulating the talented and resilient MGP team for another quarter of strong operating performance as they continue to adapt and execute at a high level in a dynamic environment. Notwithstanding near-term trends, we remain optimistic about the long-term health and growth potential of the alcoholic beverage industry. We are fully committed. And even more importantly, we are making consistent progress on our long-term strategy of becoming a premier branded spirits company and delivering attractive shareholder returns. That concludes our prepared remarks. Operator, we are ready to begin the question-and-answer portion of the call.

[Operator Instructions] And the first question will be from Robert Moskow from TD Cowen.

This is Seamus Cassidy on for Rob Moskow. I was hoping sort of just given the strong volume growth in brown goods, if you could help contextualize the minus 18% price/mix result. Maybe just directionally, how much of this reflects incremental new distillate mix shift versus sort of like-for-like change in aged versus new pricing? And then on that note, the gross margins for the segment came in ahead of our expectations. So just curious how this trended relative to your expectations, given sort of this intentional mix shift to new fill.

Yes. This is Brandon. Thanks for the question, Seamus. Yes, that's exactly right. Brown goods sales were up 3% in the quarter, led by volume. And to your point, the volume increase was driven by new distillate. As we've shared over the last couple of quarters, we have increased and heightened our focus on new distillate sales and we shared that we expect them to be the majority proportionately of our brown goods sales this year and that is, in fact, playing out. So although the volumes are much greater there, the price/mix has declined as a result. So that's where you see the shift there. I will also add that it is mix driven. In that pricing within new distillate was up year-over-year. It aged pricing, too, was in line with expectations, but it was slightly down for the reason being that the average age of the barrels we sold during the quarter was younger than the same period last year. So the pricing moved as we would have expected with that. So the underlying very strong played out the way we anticipated and the way we planned.

And the next question will be from Bill Chappell from Truist Securities.

Just sticking on the Distilling Solutions segment. I mean what are you seeing or hearing from your customers about kind of 2025? I guess there's concern that we're seeing a pause in spirits consumption and obviously, some of the bigger global players have been more cautious. And so I didn't know if that -- if you're hearing that in terms of indications for '25, if you're concerned about that or if that even played into any of your kind of back half guidance?

Bill, David, it's a good question. So as we've talked about multiple times, the advantage of the new distillate is there is a contract basis. We're hearing the same things that you would hear, as you would hear on other investor calls, but I can -- as we said multiple times, as we look at these larger multinational customers and stuff that are buying on the new distillate basis, they continue to be optimistic about the future. The great thing about that business, as we've always said, is that it's contracted. Now having that as we move into 2025, we've also said that we have an ongoing contract renewal process in place. And as we play through that, we're constantly in contact with them working through that. But today, I think we're very optimistic, and we're very happy with our strategy on new distillate because of that.

Got it. And then maybe the second question. On the branded side, are you still moving forward? I mean you had original plans to rationalize some of the sub-premium brands and exit that. Is that still in place? Or trying to understand the strength of the business, if it's coming primarily from Penelope, if it's from some -- can you maybe talk about Yellowstone or some of the other premium brands? And then also, is it being offset -- still being offset as planned for the rationalization?

Our premium plus category continues to grow, as you saw in our gross margin percentage. That is the contribution of it in Penelope and Rebel and El Mayor and the Yellowstone are contributing. That is our core focus as we look at -- as we move forward and becoming a branded spirits company. But what we do at the same time is we -- as I've said, we always are going to offer a portfolio of products across very different categories and different price points. When we talk about rationalizing, we tend to talk about rationalizing the value price point, not so much the mid, although there are a lot of mids that we continue to rework and try to reprice into that premium -- at least premium category. So it is a strategy. We guess -- to answer your question, we have rationalized on and we continue to focus on the value side, but that has slowed quite a bit, and we're starting to see the results of that effort.

Yes. And just to add to that a little bit, Bill. So yes, in the quarter, mid and value were flattish, which is an improvement relative to what we typically see for those 2 price points. And the reason for that is it was a very weak comp last year. And so as you recall, in Q1 of 2023, we had our national distributor realignment. And in March, there was a pipeline fill for mid and value. And so the result was Q2 of last year, for mid was down 27% and value is down 10%. So that's what we were cycling through. We do not expect or anticipate mid and value to show this type of growth or holding serve from that perspective for the rest of the year.

Yes. And Bill, just to add one more piece to that. As we look forward and our evolution as a company, what we will focus on developing and innovation, M&A, all the things that are necessary at that premium plus price point category. But it doesn't necessarily mean we're going to shed every mid that we have and stuff because I think part of what makes us unique and part of what's real in our industry is that you have to service customers across multiple price points.

Got it. And just a follow-up to the follow-up to the follow-up. It doesn't sound like you're seeing or saw much inventory destock from distributors this quarter as certainly compared to last year, but even from the first quarter.

Yes. No. I mean, we -- as we said the last time, our inventory levels, and we do monitor it at our distributors are holding consistent. I think I find it also interesting is now you're starting to see other people talk about the consistency of the inventory. Now they're talking a little more on the retail level. I think I can tell for our company that our inventory is exactly where we needed -- it has been exactly where we needed it. And we continue to monitor it on a daily basis.

And the next question will be from Marc Torrente from Wells Fargo.

Just a couple here. Back to the branded side, total sales were up strong double digits, premium plus nearly 30%. You anniversaried the Penelope acquisition during the quarter, which provided some support sales, maybe like mid-single digits contribution to the segment over the last few quarters. What's your level of confidence that you can continue to grow this segment given the category and macro backdrop? Maybe some of the near-term opportunities you're seeing in terms of brand distribution?

Yes. Thanks for the question, Marc. This is Brandon. I'll start and let David then fill in my gaps. But it's just continued execution in the quarter, you're exactly right. So just for everybody else, June 1 was the anniversary of the Penelope acquisition when that closed. So we did get a couple of months of benefit in the quarter. But the rest of the premium plus portfolio did show robust growth, even if you take out Penelope. So we're very, very proud of that. And that's being led by the brands that David mentioned, and including our tequila portfolio and premium plus also did very well. We also had a nice uptick in our allocated items of premium plus offerings, and we expect that to sequentially improve as the year goes on as well. So the way we see the rest of the year playing out and what gives us optimism is just what we talked about. It's just continued focus on gaining penetration in the points of distribution and growing that way organically within the United States.

And I think we -- thanks. Let me add to that a little bit. I think what's unique about us, and we've talked about this for the last couple of quarters as compared to our peer set, especially in the Branded Spirits side, is the white space opportunity. Even if someone wanted to view consumption lower or whatever, if you look at where we're at and the opportunity that we have with the brands we have, it's wide open. And this is why you're continuing to see growth in that. Penelope is another -- just a perfect example. Just this quarter alone, we expanded into 7 more states. So as we move forward and we look at innovation, we look at those focused brands, we look at the M&A opportunity, that is where we can be different than our other peers.

Okay. And then just building on the branded opportunity, you saw record gross margins during the quarter. How much of that was shipment timing versus just underlying mix momentum? And how do you see that playing out through the rest of the year?

Yes. It was not a surprise to us. When -- in 2021 when the merger between MGP and Luxco took place, gross margins were in the mid-30s. And if you look at our quarterly results ever since then, it's been a steady step up to the record 52.5% that we just posted this quarter. And it's just continued execution. It's focus. It's investment in A&P on this premium plus brands, which come as you'd imagine, with much higher margin. And it's just been just continued execution on that front.

Yes, Marc, I think the best way to say it is if you look at what I just said earlier, our inventory remained level. If we were outweighing shipments, you would see a climb in it versus depletions. We monitor our shipment depletions very closely. I think I've indicated it in the past. Even if we look at internal compensation system for our own sales team and stuff, they're all depletion based, not shipment based. And again, I think that what makes us unique, and it doesn't encourage channel stuffing or loading and allows us to better manage that inventory.

Okay. And then if I could squeeze in one more. You've talked about the opportunity over time to improve free cash flow conversion as you shift more to a new distillate model and branded strategy. You're finishing up a few larger capital projects this year that require elevated CapEx. Maybe help contextualize the longer-term opportunity here and maybe sort of progress we may be see into next year?

Yes, great question. So there's really 2 catalysts that are going to change the free cash flow profile of our business. And the first one, as you mentioned, is CapEx. We are at a high watermark for CapEx this year. As you recall, we expect to spend or invest approximately $85 million in CapEx projects. The majority of those are warehouse related. And we've had great success through continuous improvement efforts and some capital really increasing our throughput at our distilleries. So the warehouses now have to play catch up to support that growth. And so that's going to continue on a little bit into 2025 as well, although not as high of a level. We'll give a full read on CapEx later on, but we expect it to tick down maybe closer to $60 million next year and then even lower thereafter. So that's where we expect to see the free cash flow pickup from capital, but also on the inventory put away. That's another large item. So last year, in 2023, on a net basis, our inventory increased more than $50 million. And this year, we expect that number to be roughly half of that. And that's because of what you just said, we're allocating a lot of our production throughput to new distillate customers. And we are still putting away. We are still investing there, but we feel very good about our -- the level of our inventory. And we feel like we're -- we can continue investing, but don't need to at such an accelerated clip. So just through those 2 capital allocation shifts or adjustments, there's going to be much more free cash flow to fall to investors to invest in other areas of the business.

And the next question will be from Ben Klieve from Lake Street.

Congratulations on a nice quarter, guys. First, I got a question, David, following your comment on Penelope and the distribution. You said that Penelope moved into 7 new states here in Q2. I'm wondering if you can remind us what the distribution was at this point last year and what the overall distribution levels are right now. Kind of trying to understand the level of year-over-year growth we could still see from Penelope now that it's lapped in the second half of the year.

Yes. This is Brandon. Thanks for your question, Ben. Yes. So when we closed the Penelope acquisition in June, they were right around 30 states, maybe a couple more than that. And then we finished 2023 at 37 states in total. And so by the end of this year -- sorry, we added 2 more states in Q1 and 7 in Q2. Probably about this time next year, we expect to be in about all 50. Not all states are -- and all the markets are equal. I do want to remind you that some states are much larger and can have more of an impact than others. But yes, we're trying to be very thoughtful and deliberate about how we roll this out. We don't want to move too fast. We want to make sure that the market support is there when we do our marketing state.

And Ben, I think that to add to that, moving into a state is just step 1. That opens up a whole new area of white space as we expand pods. So you might go into a state and align with someone and coming out of the gate with pick a number of pods. But once you're in there and you're able to benchmark other competitors, the real opportunity as we move forward is expansion in that state. So it's just 1, but I look at it as the opportunity within those -- in those states to continue that expansion and momentum forward. And that's not only true on Penelope, it's true on any of our products that we do. As we enter something, we try to find the right pods to expand at a competitive level.

Got it. Got it. I appreciate that. That's helpful. One other big picture question, I'll get back in queue. You talked about selectively pursuing M&A. In this environment where the spirit segment is facing its share of dynamics, how has your view of M&A evolved here of late? Are you seeing more brands become available in your targeted categories? Are those targets moving? Are valuations coming down? Any insights on the M&A environment would be great.

I would call the deal flow choppy just a little because you got to think about the whole environment, the dynamic environment and where people are sitting back and trying to really understand what's going on. Now having said that, we are seeing opportunities, but we've reinforced this for a few quarters in a row that we want to make sure it's the right opportunity, that is margin accretive, that gets us closer to our peers on our gross margin percentage and all. So we are seeing deal flow be enabled, but that's different than actually being able to pick one that we want to do the right thing on. I expect that we'll continue to see increased deal flow over the rest of this year and into '25.

The next question is from Mitchell Pinheiro from Sturdivant & Company.

I'm just curious whether from a revenue point of view, there was -- in the Distilling Solutions segment, whether there was any differentiation between your multinationals, nationals and craft segments.

Yes. Great question. So if you go back to how we talked about that business, new distillate customers tend to be more multinational and whereas our aged customers tend to be more craft and regional. And so as we focus more on the new distillate, those are going to be the types of customers we're going to be dealing with more so on a relative basis. On the aged side, that's where we have experienced some choppiness. However, we entered the year having looked through a cycle like this before, expecting that, which is why we position the business the way we did more toward new distillate. The aged customer, the more craft and regional customer, and you talked about this as well, has shifted from buying just in case to more so buying just in time. And so we expect that to continue throughout the rest of this year at least. But we feel like we've done a good job in managing the business to still be predictable in the way we have.

I'd add to that. If you think about the Distilling Solutions segment of our business, what makes it unique, speaking as a long-term brand guy is the offerings that we offer. There are people who could sell other whiskies. But to the level that MGP does it and the uniqueness of the mash bills, our ability to convert very quickly in response to those customers at a super competitive price for them, I think it sets us apart. Even in maybe a choppy period of time, they're going to continue to come back. And as you've heard from others, we still have confidence in the American whiskey category. Has it been choppy, has it slowed some? Yes. But it's still there. It's still rising. The opportunity we said over and over is not only in the U.S., it's in Europe. It's in a lot of other categories that we do -- that we can do and offers us expansion opportunity because we do have that business segment, whereas a lot of peers that we have don't necessarily compete in that area.

And -- very helpful. How does that -- when you look at the barrel distillate that you're putting away, is that -- I guess, more and more of that distillate is going to be for your own brands. Are you putting away more now for third-party customers? Or is this going -- is this most of the new distillate in the aged side or the new barrel distillate? Is that for your own brands now? Is that where -- is that how...

Yes. So last year, when we put away quite a bit of whiskey, much of that was -- the majority of that was definitely for Distilling Solutions customers. This year, when that number has come down a bit, it's gotten a little bit more in parity in terms of whether it's for our own brands or for Distilling Solutions customers, but we're still investing for both is the main takeaway here. So we have a lot of confidence in both. Like I said, we've seen these mini cycles before. And we expect things as they settle out with the consumer and with interest rates to return to a more normalized level of growth.

I would add to that, too. If you think about it, and we've said this in prior quarters, what makes us again unique is our ability to take new entrants into the category and bridge them from today to 4 years from today. So with that, we are always going to be putting up layaway or put away for future customers. I mean that is what we offer that's unique. There may be other entrants into the category in the distillation business. But when they have 0 on it, it's very hard. A customer can come to us today, paint a vision for us. We help them develop their products, provide unique products to them and say, not only can we do that, I can get you and get you in the market today and continue to push your brand and help you grow your brand to become a new larger new distillate customer.

And just one follow-up is just would love to hear your thoughts or any update on potential international sales.

It continues to be a focus area. I mean, I've said for a long time, even for a very long time, that, that is the opportunity market. American whiskey in Europe has lagged. And typically on some of these categories, they continue to lag. I'll even call out to tequila. You're starting to see a little tequila rise in the European markets and stuff. So I do believe that the long-term opportunity is in Europe. We do have feet on the ground. As a matter of fact, I've got a team over there today in Europe, they left the U.S. yesterday to go in, explore opportunities, build those relationships, look at how the channels are different, what price points that they're entering on to totally understand the market. I feel like that is a real opportunity, a real white space for the Distilling Solutions.

The next question is from Sean McGowan from ROTH Capital Partners.

Two quick things. Can you give us a sense of whether the advertising levels you're expecting in the second half should be in terms of percentage of revenue, about the same as what you've seen so far in the first half? Will it moderate at all? I know you said you're committed to continuing to advertise, but just trying to get a sense of what the level is going to be.

Yes. Thanks for the question and the opportunity to provide us more insight there. So A&P spend was north of $10 million in the quarter, actually north of $11 million, excuse me. And we do expect Q2 to be the high watermark for the year from a quarterly basis for advertising and promotional spend. A lot of that has to do -- we're shifting a lot of our advertising around March Madness this year, whereas last year, it was more Q4 weighted. We do expect Q2 to be the higher quarter of spend for -- particularly for our branded spirits promotion. Additionally, while we're talking about kind of how we see the quarter is playing out, and then I talked to this a little bit in my prepared remarks, Sean, but we do anticipate our brown goods sales to be disproportionately weighted towards Q4 relative to Q3. And we saw the similar thing play out between Q1 and Q2. A lot of those contracts are written to where those customers have -- they have to purchase either a certain in the first half and a certain amount in the second half. And because of the higher interest rate environment, they are opting to wait and transact later on in that period, which is why Q2 and Q4 will be more heavily weighted.

I'd add to that, that it's true with brands as well. As you think about, Q4 tends to be -- it's obviously holidays. And so you're going to have a bigger demand for the product, and you'll see a little stronger piece. If I was -- if you think about what we're at on our guidance and what we've done in Q1 and Q2, I would expect Q3 and 4 to follow a very similar trend in profitability in Q1, 2 and comparing that to 3 and 4.

That's helpful. And then one other quickie. Can you give us a little bit more color on just how much of the growth in Branded Spirits came from Penelope as you lapped it on a year-over-year basis?

Yes. A good portion of it was -- the majority of the growth in premium plus was from Penelope. But I don't want to pick anything away from the rest of the portfolio because as I mentioned earlier, we did see robust growth also in those other brands. Tequila, David mentioned El Mayor, we're seeing good results with Rebel and a lot of the marketing spend behind that brand. So it was pretty evenly weighted of growth outside of Penelope. And then the other thing too is that our allocated offerings picked up in the quarter, and we expect it to continue picking up sequentially as the year goes on.

Ladies and gentlemen, this now concludes our question-and-answer session. I would like to turn the conference back over to David Bratcher for any closing remarks.

Thanks, everyone, for the confidence you've placed in our team as we continue to transition into a premier branded spirits company. I would also like to thank Mike Houston and the Lambert team for their support in helping driving our investor engagements over the last several years. We are pleased with our first half performance, and look forward to meeting many of you at investor conferences over the next several months.

And thank you, sir. The conference has now concluded. Thank you for joining today's presentation. You may now disconnect your lines.