Restatement of Previously Issued Consolidated Financial Statements | Restatement of Previously Issued Consolidated Financial Statements Restatement Background In 2020, management began constructing a bulk wine inventory sub-ledger by individual lot. During this process improvement initiative, it was discovered that the Company's cost allocation process applied to historical vintages resulted in an overstatement of the inventory balance and understatement of cost of sales. It should be noted that the custody and recordkeeping of physical inventory have always been properly maintained through physical inventory counts and the restatement error is strictly related to the cost component. As a result of the process above, management performed an additional bulk wine cost allocation analysis at the vintage and brand levels to identify costs related to historical vintages. Through the analysis, costs for each vintage were matched with the sales activity of bulk wine and cased goods, as well as inventory on hand to calculate the restatement impact for the years ended December 31, 2017, 2018, and 2019 and for the quarterly periods in 2020 and 2019. The cumulative impact of correcting misstatements in cost of sales for the periods prior to 2017 has been recorded as an increase to our opening accumulated deficit of approximately $0.5 million, as of January 1, 2017, the beginning of the earliest period presented in the Form 10-K/A for the year ended December 31, 2019. In addition, the impact of correcting the misstatements on the consolidated financial statements as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 are reflected within the Form 10-K/A for the year ended December 31, 2019. The impact of correcting the misstatements on the unaudited restated consolidated financial statements for the three and six months ended June 30, 2020 and 2019 and the three and nine months ended September 30, 2020 and 2019 are reflected within the Form 10-Q/A for each of the respective periods. Description of Restatement Tables The following tables present the impact of the adjustments described above to our previously reported consolidated balance sheets as of March 31, 2020 and December 31, 2019 and the consolidated statements of operations, comprehensive loss, cash flows, and changes in equity for the three months ended March 31, 2020 and 2019. Following the restated consolidated financial statement tables, the Company presented reconciliations from the prior periods as previously reported to the restated amounts. The amounts as previously reported were derived from the Quarterly Report on Form 10-Q for the three months ended March 31, 2020 filed on May 8, 2020. CRIMSON WINE GROUP, LTD. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts and par value) (Unaudited) March 31, 2020 As previously reported Restatement impacts As restated Assets Current assets: Cash and cash equivalents $ 15,576 $ — $ 15,576 Investments available for sale 10,275 — 10,275 Accounts receivable, net 7,714 — 7,714 Inventory 71,095 (4,551) 66,544 Other current assets 2,678 139 2,817 Assets held for sale 588 — 588 Total current assets 107,926 (4,412) 103,514 Property and equipment, net 117,692 — 117,692 Goodwill 1,262 — 1,262 Intangible assets and other non-current assets, net 10,582 — 10,582 Total non-current assets 129,536 — 129,536 Total assets $ 237,462 $ (4,412) $ 233,050 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 6,617 $ — $ 6,617 Customer deposits 743 — 743 Current portion of long-term debt, net of unamortized loan fees 1,126 — 1,126 Total current liabilities 8,486 — 8,486 Long-term debt, net of current portion and unamortized loan fees 20,772 — 20,772 Deferred tax liability, net 4,183 (1,088) 3,095 Other non-current liabilities 221 — 221 Total non-current liabilities 25,176 (1,088) 24,088 Total liabilities 33,662 (1,088) 32,574 Commitments and Contingencies (Note 14) Equity Common shares, par value $0.01 per share, authorized 150,000,000 shares; 23,243,476 shares issued and outstanding at March 31, 2020 232 — 232 Additional paid-in capital 277,529 — 277,529 Accumulated other comprehensive income 26 — 26 Accumulated deficit (73,987) (3,324) (77,311) Total equity 203,800 (3,324) 200,476 Total liabilities and equity $ 237,462 $ (4,412) $ 233,050 CRIMSON WINE GROUP, LTD. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts and par value) (Unaudited) December 31, 2019 As previously reported Restatement impacts As restated Assets Current assets: Cash and cash equivalents $ 12,986 $ — $ 12,986 Investments available for sale 10,006 — 10,006 Accounts receivable, net 10,131 — 10,131 Inventory 73,498 (4,034) 69,464 Other current assets 1,904 — 1,904 Assets held for sale 2,383 — 2,383 Total current assets 110,908 (4,034) 106,874 Property and equipment, net 119,112 — 119,112 Goodwill 1,262 — 1,262 Intangible assets and other non-current assets, net 10,950 — 10,950 Total non-current assets 131,324 — 131,324 Total assets $ 242,232 $ (4,034) $ 238,198 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 10,368 $ — $ 10,368 Customer deposits 405 — 405 Current portion of long-term debt, net of unamortized loan fees 1,127 — 1,127 Total current liabilities 11,900 — 11,900 Long-term debt, net of current portion and unamortized loan fees 21,054 — 21,054 Deferred tax liability, net 4,178 (1,088) 3,090 Other non-current liabilities 255 — 255 Total non-current liabilities 25,487 (1,088) 24,399 Total liabilities 37,387 (1,088) 36,299 Commitments and Contingencies (Note 14) Equity Common shares, par value $0.01 per share, authorized 150,000,000 shares; 23,243,476 shares issued and outstanding at December 31, 2019 232 — 232 Additional paid-in capital 277,522 — 277,522 Accumulated other comprehensive income 12 — 12 Accumulated deficit (72,921) (2,946) (75,867) Total equity 204,845 (2,946) 201,899 Total liabilities and equity $ 242,232 $ (4,034) $ 238,198 CRIMSON WINE GROUP, LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Three Months Ended March 31, 2020 As previously reported Restatement impacts As restated Net sales $ 14,470 $ — $ 14,470 Cost of sales 8,505 517 9,022 Gross profit 5,965 (517) 5,448 Operating expenses: Sales and marketing 3,951 — 3,951 General and administrative 3,082 — 3,082 Total operating expenses 7,033 — 7,033 Net gain on disposal of property and equipment (14) — (14) Restructuring costs 507 — 507 Loss from operations (1,561) (517) (2,078) Other (expense) income: Interest expense, net (323) — (323) Other income, net 167 — 167 Total other expense, net (156) — (156) Loss before income taxes (1,717) (517) (2,234) Income tax benefit (651) (139) (790) Net loss $ (1,066) $ (378) $ (1,444) Basic and fully diluted weighted-average shares outstanding 23,243 — 23,243 Basic and fully diluted loss per share $ (0.05) $ (0.01) $ (0.06) CRIMSON WINE GROUP, LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Three Months Ended March 31, 2019 As previously reported Restatement impacts As restated Net sales $ 15,165 $ — $ 15,165 Cost of sales 8,708 210 8,918 Gross profit 6,457 (210) 6,247 Operating expenses: Sales and marketing 4,324 — 4,324 General and administrative 2,787 — 2,787 Total operating expenses 7,111 — 7,111 Net gain on disposal of property and equipment (77) — (77) Restructuring costs 76 — 76 Loss from operations (653) (210) (863) Other expense: Interest expense, net (321) — (321) Other expense, net (23) — (23) Total other expense, net (344) — (344) Loss before income taxes (997) (210) (1,207) Income tax benefit (292) (57) (349) Net loss $ (705) $ (153) $ (858) Basic and fully diluted weighted-average shares outstanding 23,633 — 23,633 Basic and fully diluted loss per share $ (0.03) $ (0.01) $ (0.04) CRIMSON WINE GROUP, LTD. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSES (In thousands) (Unaudited) Three Months Ended March 31, 2020 As previously reported Restatement impacts As restated Net loss $ (1,066) $ (378) $ (1,444) Other comprehensive income: Net unrealized holding gains on investments arising during the period, net of tax 14 — 14 Comprehensive loss $ (1,052) $ (378) $ (1,430) Three Months Ended March 31, 2019 As previously reported Restatement impacts As restated Net loss $ (705) $ (153) $ (858) Other comprehensive income: Net unrealized holding gains on investments arising during the period, net of tax 19 — 19 Comprehensive loss $ (686) $ (153) $ (839) CRIMSON WINE GROUP, LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 31, 2020 As previously reported Restatement impacts As restated Net cash flows from operating activities: Net loss $ (1,066) $ (378) $ (1,444) Adjustments to reconcile net loss to net cash provided by operations: Depreciation and amortization of property and equipment 1,822 — 1,822 Amortization of intangible assets 321 — 321 Loss on write-down of inventory 219 — 219 Provision for doubtful accounts 68 — 68 Net gain on disposal of property and equipment (14) — (14) Restructuring charges 507 — 507 Stock-based compensation 7 — 7 Net change in operating assets and liabilities: Accounts receivable 2,349 — 2,349 Inventory 2,184 517 2,701 Other current assets (774) (139) (913) Other non-current assets 47 — 47 Accounts payable and accrued liabilities (4,240) — (4,240) Other payables and accruals 338 — 338 Other non-current liabilities (34) — (34) Net cash provided by operating activities 1,734 — 1,734 Net cash flows from investing activities Purchase of investments available for sale (5,250) — (5,250) Redemption of investments available for sale 5,000 — 5,000 Acquisition of property and equipment (453) — (453) Proceeds from disposals of property and equipment 1,844 — 1,844 Net cash provided by investing activities 1,141 — 1,141 Net cash flows from financing activities: Principal payments on long-term debt (285) — (285) Net cash used in financing activities (285) — (285) Net increase in cash and cash equivalents 2,590 — 2,590 Cash and cash equivalents - beginning of period 12,986 — 12,986 Cash and cash equivalents - end of period $ 15,576 $ — $ 15,576 Supplemental disclosure of cash flow information Cash paid during the period for: Interest, net of capitalized interest $ 327 $ — $ 327 Income tax payments, net $ — $ — $ — Non-cash investing activity: Unrealized holding gains on investments, net of tax $ 14 $ — $ 14 Acquisition of property and equipment accrued but not yet paid $ 122 $ — $ 122 CRIMSON WINE GROUP, LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 31, 2019 As previously reported Restatement impacts As restated Net cash flows from operating activities: Net loss $ (705) $ (153) $ (858) Adjustments to reconcile net loss to net cash used in operations: Depreciation and amortization of property and equipment 1,981 — 1,981 Amortization of intangible assets 323 — 323 Loss on write-down of inventory 106 — 106 Net gain on disposal of property and equipment (77) — (77) Restructuring charges 76 — 76 Impairment charges 50 — 50 Net change in operating assets and liabilities: Accounts receivable 1,891 — 1,891 Inventory 2,651 210 2,861 Other current assets (653) (57) (710) Other non-current assets (303) — (303) Accounts payable and accrued liabilities (7,138) — (7,138) Other payables and accruals 232 — 232 Other non-current liabilities 39 — 39 Net cash used in operating activities (1,527) — (1,527) Net cash flows from investing activities Purchase of investments available for sale (5,000) — (5,000) Redemption of investments available for sale 7,500 — 7,500 Acquisition of property and equipment (1,197) — (1,197) Proceeds from disposals of property and equipment 78 — 78 Net cash provided by investing activities 1,381 — 1,381 Net cash flows from financing activities: Principal payments on long-term debt (285) — (285) Repurchase of common stock (1,059) — (1,059) Payment of contingent consideration (112) — (112) Net cash used in financing activities (1,456) — (1,456) Net decrease in cash and cash equivalents (1,602) — (1,602) Cash and cash equivalents - beginning of period 9,376 — 9,376 Cash and cash equivalents - end of period $ 7,774 $ — $ 7,774 Supplemental disclosure of cash flow information Cash paid during the period for: Interest, net of capitalized interest $ 344 $ — $ 344 Income tax payments, net $ — $ — $ — Non-cash investing activity: Unrealized holding gains on investments, net of tax $ 19 $ — $ 19 Acquisition of property and equipment accrued but not yet paid $ 50 $ — $ 50 CRIMSON WINE GROUP, LTD. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands, except share amounts) Accumulated Additional Other Common Stock Paid-In Comprehensive Accumulated Shares Amount Capital Income Deficit Total As previously reported Balance, December 31, 2019 23,243,476 $ 232 $ 277,522 $ 12 $ (72,921) $ 204,845 Net loss — — — — (1,066) (1,066) Other comprehensive income — — — 14 — 14 Stock-based compensation — — 7 — — 7 Balance, March 31, 2020 23,243,476 $ 232 $ 277,529 $ 26 $ (73,987) $ 203,800 Restatement impacts Balance, December 31, 2019 — $ — $ — $ — $ (2,946) $ (2,946) Net loss — — — — (378) (378) Other comprehensive income — — — — — — Stock-based compensation — — — — — — Balance, March 31, 2020 — $ — $ — $ — $ (3,324) $ (3,324) As restated Balance, December 31, 2019 23,243,476 $ 232 $ 277,522 $ 12 $ (75,867) $ 201,899 Net loss — — — — (1,444) (1,444) Other comprehensive income — — — 14 — 14 Stock-based compensation — — 7 — — 7 Balance, March 31, 2020 23,243,476 $ 232 $ 277,529 $ 26 $ (77,311) $ 200,476 CRIMSON WINE GROUP, LTD. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands, except share amounts) Accumulated Additional Other Common Stock Paid-In Comprehensive Accumulated Shares Amount Capital (Loss) Income Deficit Total As previously reported Balance, December 31, 2018 23,714,208 $ 237 $ 277,520 $ (19) $ (64,559) $ 213,179 Net loss — — — — (705) (705) Other comprehensive income — — — 19 — 19 Repurchase of common stock (130,686) (1) — — (1,058) (1,059) Balance, March 31, 2019 23,583,522 $ 236 $ 277,520 $ — $ (66,322) $ 211,434 Restatement impacts Balance, December 31, 2018 — $ — $ — $ — $ (2,154) $ (2,154) Net loss — — — — (153) (153) Other comprehensive income — — — — — — Repurchase of common stock — — — — — — Balance, March 31, 2019 — $ — $ — $ — $ (2,307) $ (2,307) As restated Balance, December 31, 2018 23,714,208 $ 237 $ 277,520 $ (19) $ (66,713) $ 211,025 Net loss — — — — (858) (858) Other comprehensive income — — — 19 — 19 Repurchase of common stock (130,686) (1) — — (1,058) (1,059) Balance, March 31, 2019 23,583,522 $ 236 $ 277,520 $ — $ (68,629) $ 209,127 |