Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒   No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b of the Exchange Act).  Yes  ☐    No   ☒ 

Based upon the closing sales price of the Registrant’s Common Stock as published by the OTC Market Service as of June 30, 2021,2022, the aggregate market value of the Registrant’s Common Stock held by non-affiliates was approximately $146,544,000$113,089,000 on that date.

As of March 4, 2022,3, 2023, there were 22,524,18521,448,212 outstanding shares of the Registrant’s Common Stock, par value $0.01 per share.

Unless the context indicates otherwise, the terms the “Company,” “Crimson,” “we,” “our” or “us” as used herein refer to Crimson Wine Group, Ltd. and its subsidiaries. Crimson was incorporated in 1991 under the laws of Delaware and has been conducting business since 1991. Prior to February 25, 2013, Crimson was a wholly-owned subsidiary of Jefferies Financial Group Inc. (formerly known as Leucadia National Corporation) (“Jefferies”). On February 1, 2013, Jefferies declared a pro rata dividend of all of the outstanding shares of Crimson’s common stock in a manner that was structured to qualify as a tax-free spin-off for U.S. federal income tax purposes (the “Distribution”). Jefferies’ common shareholders received one share of Crimson common stock for every ten common shares of Jefferies, with cash in lieu of fractional shares, on February 25, 2013.

Crimson is in the business of producing and selling luxury wines (i.e., wines that retail for over $16 per 750ml bottle). Crimson is headquartered in Napa, California and through its wholly-owned subsidiaries owns seven primary wine estates and brands: Pine Ridge Vineyards, Archery Summit, Chamisal Vineyards, Seghesio Family Vineyards, Double Canyon, Seven Hills Winery and Malene Wines.

The wine Crimson makes comes from estate grown grapes as well as grapes and bulk wine purchased under contract and on the spot-market. OurCrimson’s business model is a combination of direct to consumer sales and wholesale distributor sales. References to cases of wine herein refer to nine-liter equivalent cases.

Our vision and essence are as follows:

To be uncompromising cultivators of the most interesting wine experiences. Using our four strategic pillars outlined below, we seek to be a little different;different and a lot better.

The following table summarizes the Company’s acreage as of December 31, 2021:2022:

Pine Ridge Vineyards was acquired in 1991 and has been conducting operations since 1978. Pine Ridge Vineyards owns acreage in five Napa Valley appellations—Stags Leap District, Rutherford, Oakville, Carneros and Howell Mountain. The winery at Pine Ridge Vineyards has a permitted annual wine production capacity of up to 285,000 gallons, which equates to approximately 120,000 cases of wine; however, current fermentation and processing capacity is limitedranges from approximately 60,000 to approximately 74,00065,000 cases without additional capital investment. Current fermentation and processing capacity was reduced in 2022 as part of Crimson’s continuous improvement initiatives for wine quality. The facility includes areas and equipment for crush, fermentation, aging and bottling processes, and also has a tasting room, hospitality center and administrative offices. Built into the hillside for wine barrel storage are approximately 34,000 square feet of underground caves with a capacity to store up to 5,000 barrels.  In addition, there are special event dining areas both indoors and outdoors as well as in the underground caves.

The Pine Ridge Vineyards estate business is focused primarily on the production of high quality Cabernet Sauvignon and Bordeaux-style blends sold by Crimson under the Pine Ridge Vineyards brand name. Pine Ridge Vineyards also produces Chenin Blanc + Viognier, which is sold by Crimson under the Pine Ridge brand name and is made from purchased grapes and bulk wine juice processed at third party custom winemaking facilities with a contracted capacity of up to approximately 175,000200,000 cases for the 20212022 harvest year.

Archery Summit was created by Crimson in 1993. Archery Summit owns acreage in the Dundee Hills American Viticultural Area (“AVA”) of the Willamette Valley in Oregon. The winery at Archery Summit, situated on an estate vineyard known as Summit Vineyard, has a permitted annual wine production capacity of up to 50,000 gallons, which equates to approximately 21,000 cases of wine; however, current fermentation and processing capacity is limitedranges from approximately 16,000 to approximately 18,00021,000 cases. The facility includes areas and equipment for crush, fermentation, wine aging and storage, in addition to a tasting room, hospitality center and administrative offices. The facility has approximately 8,900 square feet of underground caves for wine barrel storage with a capacity to store over 750 barrels. There are also special event dining areas indoors as well as in the underground caves.

Archery Summit is focused primarily on producing estate grown, expressive single vineyard Pinot Noir and Chardonnay sold by Crimson under the Archery Summit brand name. Archery Summit also produces the Vireton brand, which is sold by Crimson and is made primarily from purchased grapes.grapes from the Willamette Valley appellation.

Chamisal Vineyards was acquired in 2008 and has been conducting operations since 1973. The Chamisal Vineyard was the first vineyard planted in the Edna Valley in 1973. The winery at Chamisal has a permitted annual wine production capacity of up to 480,000 gallons which equates to approximately 200,000 cases of wine; however, current fermentation and processing capacity isranges from approximately 68,00060,000 to 75,000 cases. The facility includes areas and equipment for crush, fermentation, aging and bottling processes, as well as a tasting room, hospitality center and administrative offices. There are special event dining areas outdoors.

Chamisal is focused on producing benchmark Chardonnay and Pinot Noir, which are all produced from top vineyards in the Central Coast, and include both purchased and estate grown grapes. The wines are sold by Crimson under the Chamisal Vineyards brand name.

Seghesio Family Vineyards is focused on producing estate grown, world class Zinfandel and Italian varietal wines as well as a heritage Old Vine Zinfandel and Sonoma County Zinfandel produced from both purchased and estate grown grapes. The wines are sold by Crimson under the Seghesio Family Vineyards brand name.

Double Canyon vineyard land was acquired in 2005 in the Horse Heaven Hills appellation in Washington. Starting with the 2010 vintage, the vineyard produced the first wines bottled under the Double Canyon brand name. 

Double Canyon is focused on producing Cabernet Sauvignon from Washington State’s best appellations. As part of the Company's strategic initiatives targeted at supply chain management, Crimson completed its exit of the Double Canyon farming operations in January 2020 with the sale of its remaining 181 acres of land, 93 acres of which were planted with grapes. As a result, Double Canyon produces its wine from purchased grapes withunder long-term contracts in place for grapes from its formerly owned vineyard and from other grape purchases.contracts.

Seven Hills Winery was established in 1988 and acquired by Crimson in January 2016. Seven Hills owns acreage in the Walla Walla Valley. Included within the acreage areValley, which includes some of the oldest and highest quality Bordeaux varietal plantings in the Walla Walla Valley.plantings. This historic site, considered the original Seven Hills Winery estate acreage, was planted by the Seven Hills Winery founder and his father. Also included within the acreage are plantings in The Rocks District of Milton-Freewater, which is known for world class Rhone style wines. The winery facility has an annual permitted wine production capacity of up to 48,000 gallons, which equates to approximately 20,000 cases of wine; however, current fermentation and processing capacity isranges from approximately 11,000 to 14,000 cases. The winery and tasting room are located in downtown Walla Walla in the Crimson-owned historic Whitehouse-Crawford building. The 15,463 square-foot facility includes areas and equipment for crush, fermentation, aging, bottling processes, as well as a tasting room and administrative offices. There are indoor and outdoor special event dining areas.

Seven Hills Winery is focused on producing Cabernet Sauvignon, Merlot, and Sauvignon Blanc, which are produced from esteemed vineyards in the Walla Walla Valley and the Red Mountain appellations, from both estate grown and purchased grapes. The wines are sold by Crimson under the Seven Hills Winery brand name.

Malene Wines was created by Crimson in 2016 with the goal of creating America’s reference point premium Rosé with a sole focus on premium Rosé produced in the U.S. Malene Wines sources fruit from specific sites throughout the Central Coast intentionally farmed for world class Rosé winemaking. In 2017, utilizing fallow ground Crimson owns in the Edna Valley, weit planted 5five estate acres to Grenache specifically dedicated for Malene Rosé. There are an additional 26 fallow acres in the Edna Valley that the Company could plant to further expand estate grapes for Malene Wines.

Malene Wines are sold by Crimson under its own brand name and are made from purchased grapes processed at Crimson'sCrimson’s sister estate Chamisal Vineyards’ winemaking facility. In 2018, Malene Wines created a home and outdoor experience with a luxurious Airstream tasting experience in the Edna Valley where consumers can join the wine club and gain access to a fresh new series of exclusive Rosés.

The markets for luxury products in the wine industry are intensely competitive. Crimson’s wines compete domestically and internationally with premium or higher quality wines produced in Europe, South America, South Africa, Australia and New Zealand, as well as in the United States. Crimson competes on the basis of quality, price, brand recognition and distribution capability, and the ultimate consumer has many choices of products from both domestic and international producers. As a result of the intense competition and how uncertain tariffs have been, and may continue to be, there is upward pressure on Crimson’s selling and promotional expenses. Many of Crimson’s competitors are significantly larger with greater financial, production, distribution and marketing resources. Measured in wine volume, the U.S. is dominated by three large wine companies with production largely based in California, representing approximatelygreater than 50% of the domestic U.S. case sales volume. Further, Crimson’s wines may be considered to compete with all alcoholic and nonalcoholic beverages.

Demand for luxury wines can rise and fall with general economic conditions. InAs restrictions in response to the coronavirus disease pandemic (“COVID-19”) were gradually lifted throughout 2021 and the early part of 2022, the wine industry saw a recovery in visitations to tasting rooms, restaurants, bars, and other hospitality locations previously impacted by shutdowns and operating restrictions. The peak demand experienced in 2020 within the Company'sCompany’s Ecommerce channel declined in 2021 and 2022 as consumers shifted purchasing and consumption behaviors towards other purchasing channels previously restricted by the coronavirus disease pandemic (“COVID-19”). With 2021 reopenings, the Company'sCOVID-19, including tasting rooms, bars, restaurants, and other hospitality locations. The Company has focused on strengthening relationships with its distributors and trade accounts, introducing new products and maintaining and strengthening its winery brand engagement through various national promotions. On-Premise wine sales made a significant recovery but remain below the 2019 levels observed priordemand continues to the onset of the COVID-19 pandemic. Therecover while demand for wine sales in Off-Premise locations remain strong for the Company withhas been growing stronger through increased points of distributions and premiumization of at-home wine consumption.

Wine production is also significantly affected by grape and bulk wine supply. Following a historic wildfire season across California, Oregon, and Washington in 2020, the 2021 harvest wasand 2022 harvests were impacted by drought and heat resulting in lower yields than historical averages. The compounding loss ofCompounded with the losses on the 2020 vintage, with the lower yields of the 2021 vintageand 2022 vintages may cause upward pricing pressure on the bulk wine market.market in addition to increased costs for grapes produced by the Company. Depending on the wine, the production cycle from harvest to bottled sales is anywhere from one to three years. Lower harvest yields have also resulted in reduced bottled inventory and limited availability of select wines and vintages available for sale.

Suggested retail price points for Crimson’s wines range from $16 to $395 per bottle; however, in the wholesale channel, which represented 87%89% and 85%87% of Crimson’s case volume in the years ended December 31, 20212022 and 2020,2021, respectively, the majority of volume is in the $16 to $30 suggested retail price range.

Crimson reports operating results in two segments: Wholesale and Direct to Consumer. These business segments reflect how the Company’s operations are evaluated by senior management and the structure of its internal financial reporting. Both financial and certain non-financial data are reported and evaluated to assist senior management with strategic planning. The Company evaluates performance based on the gross profit of the respective business segments. Selling expenses that can be directly attributable to the segment are included; however, centralized selling expenses and general and administrative expenses are not allocated between operating segments. Non-allocated expenses are reported under Other/Non-allocable which also includes revenues and expenses related to bulk wine and grape sales, event fees, tasting fees and non-wine retail sales. Therefore, net income information for the respective segments is not available. Based on the nature of the Company’s business, revenue generating assets are utilized across segments. As a result, discrete financial information related to segment assets and other balance sheet data is not available and that information continues to be aggregated. Further information about segments, including net sales, cost of sales, gross profit (loss), directly attributable selling expenses, and contribution margin of the segments for the years ended December 31, 20212022 and 20202021 can be found in Note 1514 “Business Segment Information” to the consolidated financial statements.

Crimson controls approximately 725722 acres of vineyards in the Napa Valley, Sonoma County and Edna Valley in California, and the Willamette Valley, The Rocks District, and the Walla Walla Valley in Oregon. Approximately 594602 acres of these vineyards are planted. Crimson expects to continue vineyard development plans for non-producing acreage in California, Oregon and Washington properties. Newly planted vines take approximately three to five years to reach maturity and vineyards can be expected to have a useful life of at least 25 years before replanting ismay be necessary. Depending on the site, soil and water conditions and spacing, Crimson’s experience has been that it costs approximately $37,000$45,000 to $132,000 per acre over a three

year period to develop open land into a vineyard capable of producing premium wine grapes, before taking into account the cost of the land. During 2021,2022, the average cost per acre placed into service was approximately $75,000$55,000 per acre.

Following a historic wildfire season across California, Oregon, and Washington in 2020, the 2021 harvest wasand 2022 harvests were impacted by drought resulting in lower yields than historical averages. In 2021,2022, approximately 22%24% of Crimson’s total grape supply came from Crimson-controlled vineyards. Crimson purchased the balance of its supply from approximately 97106 independent growers. The grower contracts range from one-year spot market purchases to intermediate and long term-agreements. During 2021, two growers2022, one grower represented 11% and 10% of Crimson’s grape supply.

Winemaking and grape growing are subject to a variety of agricultural risks. Various diseases, pests, natural disasters and certain climate conditions can materially and adversely affect the quality and quantity of grapes available to Crimson, thereby materially and adversely affecting the supply of Crimson’s products and its profitability. Given the risks presented by climate conditions and extreme weather, Crimson regularly evaluates the potential and actual impacts of climate conditions and weather on its business and plans to disclose any related material impacts on the business. Along with various insurance policies currently in place, Crimson has made investments to improve its climate resilience and strives to effectively manage grape sourcing to help mitigate the impact of climate change and unforeseen natural disasters. During 2021,2022, Crimson completedcontinued to complete upgrades to itsseveral facilities to improve water resilience and fire mitigation measures with plans to advance these initiatives through improvements of irrigation and water systems over the next several years.

The table below summarizes Crimson’s wine grape supply and production from the last two harvests:

Following a historic wildfire season across California, Oregon, and Washington in 2020, theThe 2021 harvest was impacted by drought resulting in lower yields than historical averages. The 2022 harvest had improved yields over 2021, but yields were still below historical averages. The Company increased its purchase for grapes, bulk wine and bulk juice in 2022 to supplement inventory and increased demands, as demonstrated in the total cases shipped referenced below.

The table below summarizes Crimson’s sales of grapes and bulk wine during the last two years:

Total cases shipped were approximately 376,000410,000 and 343,000376,000 for the years ended December 31, 20212022 and 2020,2021, respectively. Cases shipped are disclosed for informational purposes, butand do not necessarily correspond to the vintage year the grapes are grown and crushed. Depending on the wine, the production cycle to bottled sales is anywhere from one to three years.

Crimson’s winemaking philosophy includes the use of the latest industry winemaking advances to complement making wine in the traditional manner by starting with high quality fruit and handling it as gently and naturally as possible all the way to the bottle. Each of Crimson’s wineries is equipped with modern crush, fermentation and storage equipment as well as technology that is focused on producing the highest quality wines for each of the varietals it produces.

Wine production and sales are subject to extensive regulation by the United States Department of Treasury Alcohol and Tobacco Tax and Trade Bureau (“TTB”), state departments regulating alcohol production and sale in California, Oregon and Washington and other federal, state and federallocal governmental authorities that regulate interstate sales, licensing, trade and pricing practices, labeling, advertising and other activities. In addition, federal and state authorities require warning labels on beverages for sale or distribution in the United States containing 0.5% of alcohol by volume or higher. Restrictions or taxes imposed by government authorities on the sale of wine could increase the retail price of wine, which could have an adverse effect on demand for wine in general. New or revised regulations or increased licensing fees or excise taxes on wine, if enacted, could reduce demand for wine and have an adverse effect on Crimson’s business, negatively impacting Crimson’s results of operations and cash flows.

On January 1, 2018, the 2017 Craft Beverage Modernization Act (“CBMA”) became effective as part of the Tax Cuts and Jobs Act (Public Law 115-97) and made extensive changes to the Internal Revenue Code of 1986 (“IRC”), including provisions related to alcohol that were administered by TTB favorably impacting the federal alcohol tax rate.  The federal alcohol tax rate changed effective January 1, 2018 through December 31, 2019. On December 20, 2019, the CBMA was extended through December 31, 2020, maintaining the reduced federal alcohol tax rates in place at the time. On December 27, 2020, the Taxpayer Certainty and Disaster Tax Act of 2020 was passed, which permanently extended the reduced tax rates and tax credits made available by the CBMA. The previous rate of $1.07 per gallon for wines with alcohol content at or below 14% has been permanently modified to apply to wines with alcohol content at or below 16%. The previous tax rate of $1.57 per gallon for

The tax law also allows for certain volume production credits that the Company took which further decreases the Company’s excise tax liability.  The tax credit allows for a credit of $1.00 per gallon on the first 30,000 gallons, $.90 per gallon on 30,001 up to 130,000 gallons and $.535 per gallon on 130,001 up to 750,000 gallons, in each instance when the wine is removed from a producer’s bonded winery facility.

Crimson is also subject to a broad range of federal, state and statelocal regulatory requirements regarding its agricultural operations and practices. Crimson’s agricultural operations are subject to regulations governing the storage and use of fertilizers, fungicides, herbicides, pesticides, fuels, solvents and other chemicals. These regulations are subject to change and could have a significant impact on operating practices, chemical usage, and other aspects of Crimson’s business. The Company is strongly focused on environmental stewardship and maintains a variety of policies and processes designed to protect the environment, the public and the consumers of ourits wine. Crimson is an active member of the Porto Protocol, a nonprofit organization committed to mitigate climate change. In addition, many of the Company'sCompany’s vineyards are certified sustainable through a number of organizations (California Sustainable Winegrowing Alliance, Napa Green, Low Input Viticulture and Enology, Sustainability in Practice, along with several others). Some examples of ourCrimson’s sustainable practices include waste reduction programs and resource preservation through a combination of electrical and water conservancy. In addition, the Company has formed a Carbon Neutral Council with commitments to become carbon neutral and to minimize the Company'sCompany’s carbon footprint. In 2022, Crimson’s carbon emissions were audited and its carbon inventory is now certified ISO 14065. Furthering these efforts, Crimson has joined the International Wineries for Climate Action ("IWCA"(“IWCA”). IWCA members follow science-based solutions to reduce their greenhouse gas ("GHG"(“GHG”) emissions and are adhering to the United Nation race to zero campaign that require Crimson to halve GHG emissions by 2030 and to achieve net zero emissions by 2050. Many of the expenses for protecting the environment are voluntary, however we arethe Company is regulated by various local, state and federal agencies regarding environmental laws where the costs of these laws and requirements of these agencies are effectively integrated into regular operations and do not cause significant negative impacts or costs.

There is a degree of seasonality in the growing cycles, procurement and transportation of grapes. The wine industry in general historically experiences seasonal fluctuations in revenues and net income. Typically, Crimson has lower sales and net income during the first quarter and higher sales and net income during the fourth quarter due to seasonal holiday buying as well as wine club shipment timing. Crimson expects these trends to continue.  

In addition to Crimson’s customer base and surrounding communities, the Company’s success is greatly dependent on its employees. As of December 31, 2021,2022, Crimson employed 156164 regular, full-time employees. Crimson also employs part-time and seasonal workers for its vineyard, production and hospitality operations. None of Crimson’s employees are represented by a collective bargaining unit and Crimson believes that its relationship with its employees is strong and in good standing.

Crimson prioritizes employee safety and welfare in order to retain and attract the best talent. Crimson offers quality benefit plans, employee development programs, competitive wages, and safety training courses so that employees can avoid injury and remain prepared for unexpected emergencies.

The health and safety of ourthe Company’s employees is a top priority. Since the onset of the COVID-19 pandemic, theThe Company’s Crisis Management Team, composed of the Company'sCompany’s Executive Officers and other senior leaders, assesses and manages potential workplace relating to health and safety. The Company supports employees with general safety, security, and crisis management training, and by putting specific programs in place for those working in potentially high-hazard environments. In response to the COVID-19 pandemic, the Company deployed resources and protocols to accommodatethat it determined were in the needs and protect the health and safetybest interest of its employees. Theemployees and which comply with government orders. Many of these protocols have evolved and have become more permanent fixtures in the Company’s workplace and in the way the Company quickly transitionedconducts certain aspects of its office employees to a remote-work arrangement, and continued to extend these arrangements as new variants emerged. Thebusiness. For example, the Company provided equipment, systems, and resources for home connection to employees to facilitate this transition. Crimson provided employees working from home with a stipend to support home office needs. Crimson has continued to support the physical and mental health of employees and their families by offering online wellness resources, webinars, and telehealth access. To ensure employee safety,Although capacity restrictions within the Crisis Management Team issued COVID-19Company’s tasting rooms were lifted in the second half of June 2021, the Company continues to maintain a set of operations guidelines to protect the health and safety of all employees, specifically to those working in the areas of production, vineyards, tasting rooms, and sales teams. In addition, the Crisis Management Team encouraged employees to only travel for essential needs, suspending all business travel during certain periods and implemented reporting protocols for international travels. The Company will continue to monitor public health announcements and government orders to accommodate additional changes as necessary.

Competitive compensation is the primary driver of employee recruitingThe Company strives to attract and retention.retain high-performing individuals across its business. The Company believes in competitive pay practices and a pay-for-performance culture. In addition to competitive pay, eligible employees may receive the following Company benefits:

The Company believes continued investments in talent development and employee wellness are integral to operational excellence and employee retention. The Company continually reviews compensation against benchmarks and adjusts to ensure wages are competitive.

Diversity, equity, inclusion, and belonging ("DEIB"(“DEIB”) plays an integral part of the Company’s culture and processes that support recruitment, retention, and development.development of its employees. DEIB accountability has beenis increasingly important for consumers, employees, and all stakeholders. Crimson has made improvementsFor example, Crimson’s commitment to gender diversity is reflected in gender diversity. The majoritythe Company’s senior leadership and board of ourdirectors, with female representation in 62% of its leadership roles, two of the Company’s three executive officers, and two of ourthe Company’s seven board members are female. We are determined through our newly formed,members. The Company continues to support its employee-led DEIB council, to expand ourwhich has expanded its efforts around these important topics. Differing perspectives and backgrounds make all companies, Crimson included, enduring; the diversity of our companythe Company should reflect the diversity of ourits consumers.

Crimson maintains federal trademark registrations for its brands, proprietary products and certain logos, motifs and vineyard names. International trademark registrations are also maintained where it is appropriate to do so. Each of the United States trademark registrations is renewable indefinitely so long as the Company is making a bona fide usage of the trademark. The Company believes that its trademarks provide it with an important competitive advantage and has established a global network of attorneys, as well as branding, advertising and licensing professionals, to procure, maintain, protect, enhance and gain value from these registrations.

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Company files periodic reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Such reports, proxy statements and other information may be obtained by visiting the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549 or by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy, information statements and other information regarding the Company and other issuers that file electronically.

The Company’s website is http://www.crimsonwinegroup.com. The Company also makes available through its website, without charge, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such reports are filed with or furnished to the SEC. 

Statements in this Report may contain forward-looking statements that are subject to risks and uncertainties. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to current or historical facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “forecast,” “plan,” “intend,” “believe,” “may,” “should,” “would,” “could,” “likely,” and other words of similar expression.

Forward-looking statements give our expectations about the future and are not guarantees. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements to materially differ from any future results, performance and achievements expressed or implied by such forward-looking statements.  We caution you, therefore, not to rely on these forward-looking statements.

Factors that could cause actual results to differ materially from any results projected, forecasted, estimated or budgeted that may materially and adversely affect the Company’s actual results include, but are not limited to, those set forth in Item 1A. Risk Factors.

These forward-looking statements are applicable only as of the date hereof. Except as may be required by law, we undertake no obligation to modify or revise any forward-looking statements to reflect events or circumstances occurring after the date of this Report.

Our business is subject to a number of risks. You should carefully consider the following risk factors, together with all of the other information included or incorporated by reference in this Report, before you decide whether to purchase our common stock. The risks set out below are not the only risks we face. If any of the following risks occur, our business, financial condition and results of operations could be adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.

and effectively manage the resources necessary to build and sustain our information technology infrastructure, if we fail to timely identify or appropriately respond to cybersecurity incidents, or if our information systems are damaged, destroyed or shut down (whether as a result of natural disasters, fires (either directly or through smoke damage), power outages, acts of terrorism or other catastrophic events, network outages, software, equipment or telecommunications failures, user errors, or from deliberate cyberattacks such as malicious or disruptive software, denial of service attacks, malicious social engineering, hackers or otherwise), our business could be disrupted and we could, among other things, be subject to: transaction errors; processing inefficiencies; the loss of, or failure to attract, new customers and consumers; the loss of revenues from unauthorized use, acquisition or disclosure of or access to confidential information; the loss of or damage to intellectual property or trade secrets, including the loss or unauthorized disclosure of sensitive data, confidential information or other assets; damage to our reputation; litigation; regulatory enforcement actions; violation of data privacy, security or other laws and regulations; and remediation costs. Further, our information systems and the information stored therein, could be compromised by, and we could experience similar adverse consequences due to, unauthorized outside parties intent on accessing or extracting sensitive data or confidential information, corrupting information or disrupting business processes or by inadvertent or intentional actions by our employees or agents. Similar risks exist with respect to the third-party vendors we rely upon for aspects of our information technology support services and administrative functions, including but not limited to payroll processing and health and benefit plan administration.

None.

Crimson’s vineyards and winemaking facilities are described in Item 1.1, which is incorporated by reference. The Company’s corporate offices are located at its wholly owned winery, Pine Ridge Vineyards, located at 5901 Silverado Trail, Napa, CA 94558.

From timeThe information set forth under Note 15 “Commitments and Contingencies” to time, Crimson may be involvedthe Company’s consolidated financial

Not applicable.

The Company’s common stock is traded in the over-the-counter market, OTC Market, under the symbol “CWGL.” The Company’s common stock is not listed on any stock exchange, and price information for the common stock is not regularly quoted on any automated quotation system.

On May 24, 2021, with the unanimous written consent of the Board of Directors,In March 2022, the Company commenced a share repurchase program (the “2022 Repurchase Program”) that provided for the repurchase of up to $4.0 million of outstanding common stock. Under the 2022 Repurchase Program, any repurchased an aggregate of 719,291shares are constructively retired. Under the 2022 Repurchase Program, the Company had repurchased 275,973 shares of its common stock at aan average purchase price of $8.65$7.14 per share for an aggregate purchase price of approximately $6.2$2.0 million through November 14, 2022. On November 14, 2022, the Company terminated the 10b5-1 plan that was in place to effect the Company’s repurchases under the 2022 Repurchase Program.

There have been no sales of unregistered securities by the Company withinduring the past year.fiscal year ended December 31, 2022.

The following table summarizes compensation plans under which ourthe Company’s equity securities are authorized for issuance as of December 31, 2021:2022:

The terms of equity compensation plans are described in Note 1211 “Stockholders’ Equity and Stock-Based Compensation” to the consolidated financial statements.statements included in Part IV, Item 15, Exhibits and Financial Statement Schedules, of this Report.

No dividends have been paid since the Distribution. The Company does not have a regular dividend policy and whether or not to pay dividends will be determined each year by its board of directors. The payment of dividends will also be subject to the terms and covenants contained in the Company’s revolving credit facility and term loans.

Not required.

The purpose of this section is to discuss and analyze the Company’s consolidated financial condition, liquidity and capital resources and results of operations. This analysis should be read in conjunction with the consolidated financial statements, related disclosures and “Cautionary Statement for Forward-Looking Information,” which appear elsewhere in this Report.

The Company generates revenues from sales of wine to wholesalers and direct to consumers, sales of bulk wine and grapes, custom winemaking services, special event fees, tasting fees and other non-wine retail sales such as merchandise ("(“non-wine sales"sales”). 

The Company'sCompany’s wines are primarily sold to distributors, who then sell to retailers and restaurants. As permitted under federal, state and local regulations, the Company has also been placing increased emphasis on generating revenue from direct sales to consumers which occur through wine clubs, at the wineries’ tasting rooms and through the Ecommerce channel. Direct sales to consumers are more profitable for the Company as it is able to sell its products at a price closer to retail prices rather than the wholesale price sold to distributors. From time to time, the Company may sell grapes or bulk wine because thesuch grapes or bulk wine does not meet the quality standards for the its products, market conditions have changed resulting in reduced demand for certain products, or because the Company may have produced more of a particular varietal than it can use. When these sales occur, they may result in a loss.

Cost of sales includes grape and bulk wine costs, whether purchased or produced from the Company’s controlled vineyards, crush costs, winemaking and processing costs, bottling, packaging, warehousing and shipping and handling costs. For the Company’s produced grapes, grape costs include annual farming labor costs, harvest costs and depreciation of vineyard assets. For wines that age longer than one year, winemaking and processing costs continue to be incurred and capitalized to the cost of wine, which can range from 3three to 36 months. Reductions to the carrying value of inventories are also included in costs of sales.

As of December 31, 2021,2022, wine inventory includes approximately 0.7 million cases of bottled and bulk wine in various stages of the aging process. Cased wine is expected to be sold over the next 12 to 36 months and generally before the release date of the next vintage.

In March 2020, the COVID-19 outbreak was declared a national public health emergency which continues to affect the world and has adversely impacted global activity and contributed to significant economic declines and volatility in financial markets. The outbreak could have a continued material adverse impact on economic and market conditions and be followed by a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction asresponse to the ultimate impact of the coronavirus outbreak. Thedisease (“COVID-19”) outbreak, has adversely impacted the Company’s tasting room visitations, On-Premise business, and special events. The outbreak presents uncertainty and risk with respect to the Company, its future performance and financial results.

All of the Company’s tasting rooms have beenwere impacted by government orders and restrictions to significant and varying degrees at times. Managementfrom March 2020 to early 2022. During this time, the Company’s management and staffemployees at all estate locations have taken thetook appropriate stepsactions to ensure a safe and enjoyable experience for all of the Company's guests and staff. In addition to limiting the number of guests and encouraging reservations, theemployees. The Company has implemented various measures to prevent the spread of the virus including using available forms of PPE,personal protective equipment (“PPE”), screening employees and vendors before they enter facilities, practicing social distancing, implementing COVID-19 protocols and travel guidelines, and advising employees of CDCCenter for Disease Control (“CDC”) guidelines and recommendations.

The Company has experienced both reductions and increases in consumer demand in various channels due to the ongoing COVID-19 pandemic in the twelve months ended December 31, 2022 and 2021, with operating guidelines having a lesser impact on the current period as the world advances on efforts against the pandemic. However, other than for certain specific periods impacted by operational restrictions, it is becoming increasingly difficult to discern impacts from various global events and 2020.changing market conditions. In addition to disruptions in the U.S. and global economy, uncertainty regarding general economic conditions and outlook, including concerns about a potential U.S. or global recession, may lead to decreased consumer spending on discretionary items such as wine.

The Company has identified two operating segments, Direct to Consumer and Wholesale. The Direct to Consumer segment includes retail sales in the tasting rooms, remote sites and on-site events, wine club net sales, direct phone sales, Ecommerce sales, and other sales made directly to the consumer without the use of an intermediary. Tasting room sales have been negatively impacted during periods of closures and operating limitations. As restrictions were gradually lifted throughout 2021 and the early part of 2022, the Company experienced a rebound in visitor counts to its tasting rooms. The Company also sells wine directly to consumers through its website (http://www.crimsonwinegroup.com), third-party websites, direct phone calls, and other online sales (“Ecommerce”). Ecommerce sales in 2020 were initially favorably impacted during the pandemic as consumers sought to purchase wines through an online platform to minimize human contact. As restrictions eased throughout 2021 and the early part of 2022, Ecommerce sales remained elevated over pre-pandemic levels but declined from the highs of 2020 in favor ofwith consumers returning to traditional consumption channels, including tasting rooms, bars, restaurants, and other hospitality locations.

The Wholesale segment includes all sales through a third party where prices are given at a wholesale rate. The Company sells wine (through distributors and directly) to restaurants, bars, and other hospitality locations (“On-Premise”). In 2020, demand for wines at On-Premise locations was reduced due to COVID-19 containment measures restricting consumers from visiting, as well as in many cases both the temporary and permanent closures of On-Premise venues. However, as restrictions continued to be lifted throughout 2021 and the early part of 2022, demand for wines at On-Premise locations started to rebound. The Company also sells wine (through distributors and directly) to supermarkets, grocery stores, liquor stores, and other chains, third-party Ecommerce and independent stores (“Off-Premise”). Demand for premium wines at Off-Premise locations has increased due to their initial classification as essential businesses that remained open during government imposed closings and/or restrictions due to COVID-19, as well as ongoing premiumization of at-home wine consumption. As On-Premise demand continues to recover, other than sales made through third-party Ecommerce, the Company has not observed a reversing trend in Off-Premise demand.

As discussed in Item 1 of this Form 10-K, the wine industry in general, historically experiences seasonal fluctuations in revenues and net income. The Company typically has lower sales and net income during the first quarter and higher sales and net income during the fourth quarter due to seasonal holiday buying as well as wine club shipment timing. The Company anticipates similar trends in the future.

Winemaking and grape growing are subject to a variety of agricultural risks. Various diseases, pests, natural disasters and certain climate conditions can materially and adversely affect the quality and quantity of grapes available to Crimson thereby materially and adversely affecting the supply of Crimson’s products and its profitability. Given the risks presented by climate conditions and extreme weather, Crimson regularly evaluates impacts of climate conditions and weather on its business and plan to disclose any material impacts on the business. Along with various insurance policies currently in place, Crimson has made investments to improve ourits climate resilience and strives to effectively manage grape sourcing to help mitigate the impact of climate change and unforeseen natural disasters. During 2021,2022, Crimson completedcontinued to complete upgrades to its facilities to improve water resilience and fire mitigation measures with plans to advance these initiatives through improvements of irrigation and water systems over the next several years.

Following a historic wildfire season across California, Oregon, and Washington in 2020, the 2021 harvest wasand 2022 harvests were impacted by drought and heat resulting in lower yields than historical averages. The compounding loss ofCompounded with the losses on the 2020 withvintage, the lower yields of the 2021 vintageand 2022 vintages may cause upward pricing pressure on the bulk wine market in addition to increased costs for grapes produced by the Company. Depending on the wine, the production cycle from harvest to bottled sales is anywhere from one to three years. Lower harvest yields have also resulted in reduced bottled inventory and limited availability of select wines and vintages available for sale.

The Company’s discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”).  The preparation of these consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts in the financial statements and disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluates all of these estimates and assumptions. The following areas have been identified as critical accounting estimates because they have the potential to have a significant impact on the Company’s consolidated financial statements, and because they are based on assumptions which are used in the accounting records to reflect, at a specific point in time, events whose ultimate outcome will not be known until a later date. Actual results could differ from these estimates.

including, but not limited to, historical usage, projected future demand and market requirements. Reductions to the carrying value of inventories are recorded in cost of sales. If future demand and/or pricingprofitability for the Company’s products are less than previously estimated, then the carrying value of the inventories may be requiredneed to be reduced, resulting in additional expense and reduced profitability. The Company’s inventory write-downs may consist of reductions to bottled or bulk wine inventory. Crop insurance proceeds from farming losses may be recorded as offsets against previously recognized write-downs. Inventory write-downs of $1.8$1.4 million and $6.4$1.8 million were recorded during the years ended December 31, 2022 and 2021, and 2020, respectively. The majority of the decrease in inventory write-downs for the 2021 period as compared to the 2020 period was related to the $3.5 million recognized in the 2020 period for the 2020 vintage with smoke taint exposure from the 2020 wildfires.

The Company evaluates long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Long-lived assets consist primarily of property and equipment and intangible assets with definite lives. Circumstances that might cause the Company to evaluate its long-lived assets for impairment could include a significant decline in the prices the Company or the industry can charge for its products, which could be caused by general economic or other factors, changes in laws or regulations that make it difficult or more costly for the Company to distribute its products to its markets at prices which generate adequate returns, natural disasters, significant decrease in demand for the Company’s products or significant increase in the costs to manufacture the Company’s products.

Recoverability of long-lived assets is measured using a comparison of the carrying amount of an asset group to the fair value or future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company groups its long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (or asset group). This would typically be at the property level which is in the Business section of this Form 10-K.

The Company recorded no impairment charges during the yearyears ended December 31, 20212022 and recorded $1.3 million of impairment charges during the year ended December 31, 2020 to write-down the carrying value of a portion of construction in progress expenses no longer viable to the long-term project related to renovations of tasting rooms and right-of-use lease asset related to the relocation of its administrative offices.2021.

In this section, we discuss the results of our operations for the year ended December 31, 20212022 compared to the year ended December 31, 2020.2021. For a discussion of the year ended December 31, 20202021 compared to the year ended December 31, 2019,2020, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2020.2021.

Wholesale net sales increased $3.2$4.0 million, or 9%11%, in 20212022 as compared to 2020. This2021, with increases in both domestic and export wine sales. The increase in domestic wine sales was driven by a combination of the Company'sCompany’s execution of its growth strategies, price increases, and a rebound in certain sales channels throughout 2021.year-over-year recovery of On-Premise sales. These factors drove an increased rate of sales of ourthe Company’s core wines new distribution in Off-Premise locations, and continued recovery from lower On-Premise salesgrowth in the prior year as a resultnew points of the reopening of restaurants, bars, and other hospitality locations in 2021. Andistributions. The increase in export wine sales was driven by a rebound inincreased shipments to Europe, AsiaCanada and recovery of the Caribbean markets, which were significantly impacted by COVID-19 in 2020.cruise and transportation business.

Direct to consumer net sales increased $1.8$0.7 million, or 7%2%, in 20212022 as compared to 2020.2021. The increase was primarily driven by higher sales acrossthrough the wine clubs and in tasting rooms and wine clubsas compared to 2020. Tasting room sales in 2020 were most negatively impacted by COVID-19 due to temporary closures and operating limitations for a significant portion of the year. Sales increased significantly in 2021 compared to 2020, with higher tasting room traffic due to the phased lifting of COVID-19 containment measures throughout 2021, as well as the Company's premiumization of tasting experiences to capture a higher number of qualified consumers.2021. The increase in wine club and tasting room sales was partially offset by lower Ecommerce sales in the current year. Sales for wine clubs increased in the current year driven by price increases and a favorable product mix shift.sales mix. An increase in visitors and higher spend per guest driven by the Company’s elevated tasting experiences resulted in higher tasting room sales. Ecommerce sales decreased in 2021the current year as compared to 20202021 as consumers shiftedcontinued to shift purchasing and consumption behaviors towards other channels with the reopening of tasting rooms, retail and restaurants. Additionally, lower yields have resulted in reduced bottled inventory and limited availability of select wines and vintages. Limited offerings had an adverse impact across all sales channels but were particularly challenging within the Ecommerce channel as wine clubs and tasting rooms combined to make up 83% of total direct to consumer net sales.

Other net sales, which include bulk wine and grape sales, custom winemaking services, event fees, tasting fees and non-wine retail sales, decreased $0.2increased $0.7 million, or 5%18%, in 20212022 as compared to 2020.2021. The decreaseincrease was primarily driven by lower volume of bulk wine sold,higher tasting and event fee revenues and custom winemaking services, partially offset by higherlower sales fromof excess bulk wine. Higher tasting fees,and event fees, non-wine retail salesfee revenues were driven by the Company’s premiumization of the wine tasting experiences and grape sales as compared to 2020.increased tasting room traffic and private events.

“Other” includes a gross loss on bulk wine and grape sales, custom winemaking services, event fees, tasting fees and non-wine retail sales. Other gross loss decreased $6.6$0.8 million, or 86%75%, in 20212022 as compared to 20202021 and is primarily driven by non-recurringincreased profitability in tasting and event fee revenues, custom winemaking services, and grape and bulk wine sales, lower inventory write-downs, related to the 2020 wildfires recognized in 2020, lower write-downs of excess bulk wine inventory,partially offset by nonrecurring insurance proceeds for smoke taint affected inventory from the 2020 vintage recognizedreceived in 2021, improved margins on bulk wine sales, and higher tasting fee revenue.2021.

Sales and marketing expenses increased $1.4$1.8 million, or 10%11%, in 20212022 as compared to 2020.2021. The increase was primarily driven by higher advertisingcompensation and promotionaltravel expenses compared to 2021. Increased compensation is driven by hospitality staffing related to increased traffic and increased accrued bonuses forvolume, merit increases, and filling positions that were vacant in the current year performance. The increase was partially offset by reduced compensation as a result of the 2020 Restructuring Program and lower professional services.prior year.

Other income, net, decreasedincreased $0.1 million, or 24%16%, in 20212022 as compared to 2020.2021. The decreaseincrease was primarily driven by lowerhigher investments interest income received and non-recurring insurance proceedsrental income received, in the prior period. The decrease was partially offset by a nonrecurring gain on lease modification recognized in 2021 upon the current period.Company’s early termination agreement of the leased space previously used as the Company’s corporate headquarters.

OurThe Company’s income tax provision increased $3.4$0.1 million in 20212022 as compared to 2020.2021. The effective tax rate was 8.5%26.1% for 2021

The Company’s principal sources of liquidity are its available cash and cash equivalents, investments in available for sale securities, funds generated from operations and bank borrowings. The Company’s primary cash needs are to fund working capital requirements and capital expenditures. Despite the negative effects of COVID-19 on our business, theThe Company has maintained adequate liquidity to meet working capital requirements, fund capital expenditures, meet payroll, and repay scheduled principal and interest payments on debt, and maintain compliance with debt covenants. OurThe Company’s capital program is designed to operate within or near operating cash flow and may fluctuate with strategic initiatives and other factors impacting cash flow. This is evidenced by ourThe Company’s operating cash flow fully fundingfunded its capital expenditures in both 20212022 and 2020.fully funded its capital expenditures in 2021.

In response to the current macro-economic environment, wethe Company protected ourits financial position and liquidity as evidenced by the following items: wethe Company managed both operating expense and capital expenditure increases closely, limited discretionary spending, and actively managed ourits working capital, including supporting ourits business partners most impacted by COVID-19 through extended terms and closely monitoring ourits customers’ solvency and our ability to collect from them.collectability. As a result, we believethe Company believes that cash flows generated from operations and ourits cash, cash equivalents, and marketable securities balances, as well as ourits borrowing arrangements, will be sufficient to meet ourits presently anticipated cash requirements for capital expenditures, working capital, debt obligations and other commitments during the next twelve months. Our 2022The Company’s 2023 capital expenditure is expected to be approximately $7$9 million to $9$11 million, which include reinvestment into hospitality areas, production facilities and equipment, developing vineyards, production facilities, hospitality areas,maintenance, climate resilience projects, and other companyCompany initiatives. For additional information regarding ourthe Company’s debt obligations and purchase contracts, refer to Note 1110 “Debt” and Note 1615 “Commitments and Contingencies”. included in Part IV, Item 15, Exhibits and Financial Statement Schedules, of this Report. Any projections of future cash needs and cash flows beyond the next twelve months are subject to substantial uncertainty but we believethe Company believes cash flows generated from operations combined with ourits sources of liquidity as discussed above will be sufficient to meet ourits long-term cash requirements.

In March 2013, Crimson and its subsidiaries entered into a $60.0 million revolving credit facility (the “Revolving Credit Facility”) with American AgCredit, FLCA, as agent for the lenders. The Revolving Credit Facility is comprised of a revolving loan facility (the “Revolving Loan”) and a term revolving loan facility (the “Term Revolving Loan”), which together are secured by substantially all of Crimson’s assets. The Revolving Loan is for up to $10.0 million of availability in the aggregate for a five year term, and the Term Revolving Loan is for up to $50.0 million in the aggregate for a fifteen year term. In addition to unused line fees ranging from 0.15% to 0.25%, rates for the borrowings are priced based on a performance grid tied to certain financial ratios and a base rate or the London Interbank Offered Rate. The Revolving Credit Facility can be used to fund acquisitions, capital projects and other general corporate purposes. Covenants include the maintenance of specified debt and equity ratios, limitations on the incurrence of additional indebtedness, limitations on dividends and other distributions to shareholders and restrictions on certain mergers, consolidations and sales of assets. Crimson and its subsidiaries were in compliance with all debt covenants as of December 31, 2022. No amounts have been borrowed under the revolving credit facilityRevolving Credit Facility to date.

Term loans consist of the following:

(i) On November 10, 2015, Pine Ridge Winery, LLC (“PRW Borrower”), a wholly-owned subsidiary of Crimson, entered into a senior secured term loan agreement (the “2015 Term Loan”) with American AgCredit, FLCA (“Lender”) for an aggregate principal amount of $16.0 million. Amounts outstanding under the 2015 Term Loan bear a fixed interest rate of 5.24% per annum. The 2015 Term Loan will mature on October 1, 2040. The term loan can be used to fund acquisitions, capital projects and other general corporate purposes. As of December 31, 2021, $12.22022, $11.5 million in principal was outstanding on the 2015 Term Loan, and unamortized loan fees were less than $0.1 million.

(ii) On June 29, 2017, Double Canyon Vineyards, LLC (the “DCV Borrower” and, individually and collectively with the PRW Borrower, “Borrower”), a wholly-owned subsidiary of Crimson, entered into a senior secured term loan agreement (the “2017

Term Loan”) with the Lender for an aggregate principal amount of $10.0 million. Amounts outstanding under the 2017 Term Loan bear a fixed interest rate of 5.39% per annum. The 2017 Term Loan will mature on July 1, 2037. The term loan can be used to fund acquisitions, capital projects and other general corporate purposes. As of December 31, 2021, $7.92022, $7.4 million in principal was outstanding on the 2017 Term Loan, and unamortized loan fees were less than $0.1 million.

Borrower’s obligations under the 2015 Term Loan and 2017 Term Loan are guaranteed by the Company. All obligations of Borrower under the 2015 Term Loan and 2017 Term Loan are collateralized by certain real property of the Company. Borrower’s covenants include the maintenance of a specified debt service coverage ratio and certain customary affirmative and negative covenants, including limitations on the incurrence of additional indebtedness, limitations on distributions to shareholders, and restrictions on certain investments, the sale of assets, and merging or consolidating with other entities. Borrower was in compliance with all debt covenants as of December 31, 2021.2022.

The following table summarizes ourthe Company’s cash flow activities for the years ended December 31, 20212022 and 20202021 (in thousands):

Net cash provided by operating activities was $18.7 million in 2021, consisting primarily of $3.2 million of net income adjusted for $6.9 million of non-cash items and $8.7$8.6 million of net cash inflows related to changes in operating assets and liabilities. Adjustments for non-cash items primarily consist of depreciation and amortization, loss on the write-down of inventory, and loss on disposal of property and equipment, and loss on the write-down of inventory, partially offset by the gain on extinguishment of debt. The change in operating assets and liabilities was primarily due to a decrease in inventory, accounts receivable, and other current assets and increase in accounts payable and accrued liabilities.

Net cash used in investing activities was $8.2 million in 2021, consisting primarily of net purchases of available for sale investments of $4.0 million and capital expenditures of $4.5 million, partially offset by proceeds from disposals of property and equipment totaling $0.2 million.

Net cash used in financing activities was $7.1 million in 2021, which reflects the repurchase of ourthe Company’s common stock at a repurchase price totaling $6.2 million and principal payments on ourthe Company’s 2015 and 2017 Term Loans of $0.9 million.

The information below describes and quantifies certain compensation that would become payable under each named executive officer’s employment agreement if, as of December 31, 2021,2022, their employment had been terminated (including termination in connection with a change in control). Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event.

The Company does not have a formal compensation plan for any of its employees. Annually, the Compensation Committee will consider making incentive compensation awards that are purely discretionary, taking into account the employee’s individual performance as well as the Company’s performance for the particular year. Accordingly, the Company believes that its compensation policies do not reward employees for imprudent risk taking.

The following table summarizes compensation plans under which ourthe Company’s equity securities are authorized for issuance as of December 31, 2021:2022:

The terms of equity compensation plans are described in Note 1211 “Stockholders’ Equity and Stock-Based Compensation” to the consolidated financial statements.statements included in Part IV, Item 15, Exhibits and Financial Statement Schedules, of this Report.

Set forth below is certain information as of March 4, 2022,3, 2023, with respect to the beneficial ownership of common shares, determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, by (1) each person who, to ourthe Company’s knowledge, is the beneficial owner of more than 5%five percent of ourthe total outstanding common shares, which is ourthe Company’s only class of voting securities, (2) each director, (3) each of the executive officers named in the Summary Compensation Table under “Executive Compensation,” (4) charitable foundations established by ourits directors and (5) all of ourits executive officers and directors as a group. The percentage ownership information under the column entitled “Percent of Class” is based on 22,524,18521,448,212 shares of common stock outstanding as of March 4, 2022.3, 2023. Unless otherwise stated, (i) the business address of each person listed is c/o Crimson Wine Group, 5901 Silverado Trail, Napa, CA 94558 and (ii) each person and entity listed has sole voting power and sole dispositive power with respect to the shares indicated as beneficially owned.

The Board has adopted a written policy for the review, approval and ratification of transactions that involve “related persons” and potential conflicts of interest (the “Related Person Transaction Policy”).

The Related Person Transaction Policy applies to each director and executive officer of the Company, any nominee for election as a director of the Company, any security holder who is known to own of record or beneficially more than five percent of any class of the Company’s voting securities, any immediate family member of any of the foregoing persons, and any corporation, firm, association or other entity in which one or more directors of the Company are directors or officers, or have a substantial financial interest (each a “Related Person”).

Under the Related Person Transaction Policy, a Related Person Transaction is defined as a transaction or arrangement involving a Related Person in which the Company is a participant or that would require disclosure in the Company’s filings in accordance with SEC rules.

Under the Related Person Transaction Policy, Related Persons must disclose to the Audit Committee any potential Related Person Transactions and must disclose all material facts with respect to such transaction. All Related Person Transactions will be reviewed by the Audit Committee and, in its discretion, approved or ratified. In determining whether to approve or ratify a Related Person Transaction, the Audit Committee will consider the relevant facts and circumstances of the Related Person Transaction, which may include factors such as the relationship of the Related Person with the Company, the materiality or significance of the transaction to the Company and the Related Person, the business purpose and reasonableness of the transaction, whether the transaction is comparable to a transaction that could be available to the Company on an arms-length basis, and the impact of the transaction on the Company’s business and operations.

From time to time, ourthe Company’s directors and officers may engage in purchases of ourcompany products at substantial discounts (but not below cost) as determined to be reasonable under the circumstances. Generally, we dothe Company does not believe any such transactions to be material to the Company or the related person and do not believe that any such transactions would impair the independence of any director. The Board has considered these possible purchases under the Related Person Transaction Policy and has determined that no such purchase will require prior approval by the Audit Committee.

The Board of Directors has determined that Messers. Cumming, Steinberg, Neikrug, Carlson, Rollins and Mses. Tierney and Alvarez-Peters are independent applying the NASDAQ Stock Market’s listing standards for independence.