Cover Page
Cover Page - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 03, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 000-54866 | ||
Entity Registrant Name | CRIMSON WINE GROUP, LTD. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 13-3607383 | ||
Entity Address, Address Line One | 5901 Silverado Trail | ||
Entity Address, City or Town | Napa | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94558 | ||
City Area Code | 800 | ||
Local Phone Number | 486-0503 | ||
Title of 12(g) Security | Common Stock, par value $0.01 per share | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 113,089 | ||
Entity Common Stock, Shares Outstanding | 21,448,212 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Central Index Key | 0001562151 | ||
No Trading Symbol Flag | true |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | BPM LLP |
Auditor Location | Santa Rosa, California |
Auditor Firm ID | 207 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 25,705 | $ 32,732 |
Investments available for sale | 11,673 | 12,493 |
Accounts receivable, net | 6,849 | 6,572 |
Inventory | 51,716 | 52,548 |
Other current assets | 1,653 | 1,456 |
Total current assets | 97,596 | 105,801 |
Property and equipment, net | 113,421 | 111,439 |
Goodwill | 1,262 | 1,262 |
Intangible assets and other non-current assets, net | 6,481 | 8,322 |
Total non-current assets | 121,164 | 121,023 |
Total assets | 218,760 | 226,824 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 11,460 | 13,171 |
Customer deposits | 392 | 366 |
Current portion of long-term debt, net of unamortized loan fees | 1,128 | 1,128 |
Total current liabilities | 12,980 | 14,665 |
Long-term debt, net of current portion and unamortized loan fees | 17,671 | 18,799 |
Deferred tax liability, net | 1,100 | 748 |
Other non-current liabilities | 9 | 9 |
Total non-current liabilities | 18,780 | 19,556 |
Total liabilities | 31,760 | 34,221 |
Commitments and contingencies (Note 15) | ||
Stockholders’ Equity | ||
Common shares, par value $0.01 per share, authorized 150,000,000 shares; 21,448,212 and 22,524,185 shares issued and outstanding at December 31, 2022 and 2021, respectively | 214 | 225 |
Additional paid-in capital | 278,083 | 277,719 |
Accumulated other comprehensive (loss) income | (49) | 2 |
Accumulated deficit | (91,248) | (85,343) |
Total stockholders’ equity | 187,000 | 192,603 |
Total liabilities and stockholders’ equity | $ 218,760 | $ 226,824 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common shares, shares issued (in shares) | 21,448,212 | 22,524,185 |
Common shares, shares outstanding (in shares) | 21,448,212 | 22,524,185 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net sales (net of excise taxes of $764 and $671, respectively) | $ 74,244 | $ 68,918 |
Cost of sales | 41,453 | 38,865 |
Gross profit | 32,791 | 30,053 |
Operating expenses: | ||
Sales and marketing | 17,414 | 15,658 |
General and administrative | 13,102 | 13,122 |
Total operating expenses | 30,516 | 28,780 |
Net loss on disposal of property and equipment | 306 | 1,029 |
Income from operations | 1,969 | 244 |
Other (expense) income: | ||
Interest expense, net | (926) | (1,015) |
Gain on extinguishment of debt | 0 | 3,863 |
Other income, net | 415 | 359 |
Total other (expense) income, net | (511) | 3,207 |
Income before income taxes | 1,458 | 3,451 |
Income tax provision | 381 | 286 |
Net income | $ 1,077 | $ 3,165 |
Basic weighted-average shares outstanding (in shares) | 22,294 | 22,806 |
Fully diluted weighted-average shares outstanding (in shares) | 22,294 | 22,807 |
Basic earnings per share (in dollars per share) | $ 0.05 | $ 0.14 |
Fully diluted earnings per share (in dollars per share) | $ 0.05 | $ 0.14 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Excise taxes | $ 764 | $ 671 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 1,077 | $ 3,165 |
Net unrealized holding losses on investments arising during the year, net of tax | (51) | (11) |
Comprehensive income | $ 1,026 | $ 3,154 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net cash flows from operating activities: | ||
Net income | $ 1,077 | $ 3,165 |
Adjustments to reconcile net income to net cash provided by operations: | ||
Depreciation and amortization of property and equipment | 5,940 | 6,264 |
Amortization of intangible assets | 1,286 | 1,286 |
Loss on write-down of inventory | 1,429 | 1,764 |
Net loss on disposal of property and equipment | 306 | 1,029 |
Deferred income tax provision | 381 | 274 |
Stock-based compensation | 364 | 169 |
Gain on extinguishment of debt | 0 | (3,863) |
Net change in operating assets and liabilities: | ||
Accounts receivable | (277) | 1,334 |
Inventory | (597) | 3,242 |
Other current assets | (219) | 928 |
Other non-current assets | 192 | (44) |
Accounts payable and accrued liabilities | (2,427) | 3,129 |
Customer deposits and other payables | 38 | 109 |
Other non-current liabilities | 0 | (84) |
Net cash provided by operating activities | 7,493 | 18,702 |
Net cash flows from investing activities | ||
Purchase of investments available for sale | (11,750) | (12,500) |
Redemption of investments available for sale | 12,500 | 8,500 |
Acquisition of property and equipment | (7,573) | (4,506) |
Principal payments received on notes receivable | 382 | 111 |
Proceeds from disposals of property and equipment | 54 | 206 |
Net cash used in investing activities | (6,387) | (8,189) |
Net cash flows from financing activities: | ||
Principal payments on long-term debt | (1,140) | (855) |
Repurchase of common stock | (6,993) | (6,240) |
Net cash used in financing activities | (8,133) | (7,095) |
Net (decrease) increase in cash and cash equivalents | (7,027) | 3,418 |
Cash and cash equivalents - beginning of year | 32,732 | 29,314 |
Cash and cash equivalents - end of year | 25,705 | 32,732 |
Cash paid during the period for: | ||
Interest, net of capitalized interest | 1,118 | 914 |
Non-cash investing and financing activity: | ||
Unrealized holding losses on investments, net of tax | (51) | (11) |
Acquisition of property and equipment accrued but not yet paid | 709 | 649 |
PPP loan and accrued interest forgiven by the SBA | $ 0 | $ 3,863 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In-Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 23,243,476 | ||||
Beginning balance at Dec. 31, 2020 | $ 195,520 | $ 232 | $ 277,550 | $ 13 | $ (82,275) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 3,165 | 3,165 | |||
Other comprehensive loss | (11) | (11) | |||
Stock-based compensation | 169 | 169 | |||
Repurchase of common stock (in shares) | (719,291) | ||||
Repurchase of common stock | (6,240) | $ (7) | (6,233) | ||
Ending balance (in shares) at Dec. 31, 2021 | 22,524,185 | ||||
Ending balance at Dec. 31, 2021 | 192,603 | $ 225 | 277,719 | 2 | (85,343) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 1,077 | 1,077 | |||
Other comprehensive loss | (51) | (51) | |||
Stock-based compensation | 364 | 364 | |||
Repurchase of common stock (in shares) | (1,075,973) | ||||
Repurchase of common stock | (6,993) | $ (11) | (6,982) | ||
Ending balance (in shares) at Dec. 31, 2022 | 21,448,212 | ||||
Ending balance at Dec. 31, 2022 | $ 187,000 | $ 214 | $ 278,083 | $ (49) | $ (91,248) |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Nature Of Operations [Abstract] | |
Nature of Operations | Nature of Operations 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. Pine Ridge Vineyards was acquired in 1991 and has been conducting operations since 1978. Pine Ridge Vineyards owns 154 acres, and controls through leasing arrangements an additional two acres, of estate vineyards in five Napa Valley, California appellations – Stags Leap District, Rutherford, Oakville, Carneros and Howell Mountain. Approximately 140 acres are currently planted. Archery Summit was created by Crimson in 1993. Archery Summit owns 92 acres of estate vineyards in the Willamette Valley, Oregon. Approximately 69 acres are currently planted. Double Canyon produced the first wines bottled under the Double Canyon brand name starting with the 2010 vintage. In September 2017, Double Canyon completed construction of a 47,000 square-foot wine production facility in West Richland, Washington. Chamisal Vineyards was acquired in 2008 and has been conducting operations since 1973. Chamisal Vineyards owns 92 acres of vineyards in the Edna Valley, California, of which 69 acres are currently planted. Seghesio Family Vineyards was acquired in 2011 and has been conducting operations since 1895. Seghesio Family Vineyards owns 308 acres of vineyards in two Sonoma County, California appellations, the Alexander Valley and Russian River Valley, of which approximately 274 acres are currently planted. In 2022, three acres of land were repurposed and developed into an irrigation pond as part of Crimson’s continued improvements for water resilience. Seven Hills Winery, which has been conducting operations since 1988, was acquired in January 2016 and is located in Walla Walla, Washington. Seven Hills Winery owns 74 acres of estate vineyards in the Walla Walla Valley, Washington. Approximately 50 acres are currently planted. Malene Wines was created by Crimson in 2016 and owns two Airstream travel trailers, one of which serves as its home and wine experience in the Edna Valley, California. Malene wines has certain estate acres within the Chamisal Vineyards property and its wines are produced at the Chamisal winemaking facility. Crimson’s revenue model is a combination of direct to consumer and wholesale distributor sales. The Company’s wines are available through many principal retail channels for premium table wines, including fine wine restaurants, hotels, specialty shops, supermarkets and club stores, in all states domestically and in nearly 40 countries throughout the world. In addition, Crimson’s wines are available, where legal, via Ecommerce sites and social media platforms from the wine estates and third party websites and social media platforms. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies (a) Critical Accounting Estimates: The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“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. Inventory – Inventory consists of mainly bulk and bottled wine and is stated at the lower of cost or net realizable value, with cost being determined on the first-in, first-out method. Costs associated with winemaking, and other costs associated with the manufacturing of products for resale, are recorded as inventory. In accordance with general practice within the wine industry, wine inventories are included in current assets, although a portion of such inventories may be aged for periods longer than one year. As required, the Company reduces the carrying value of inventories that are obsolete or in excess of estimated usage to estimated net realizable value. The Company’s estimates of net realizable value are based on analyses and assumptions 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 profitability for the Company’s products are less than previously estimated, then the carrying value of the inventories may need 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 $1.4 million and $1.8 million were recorded during the years ended December 31, 2022 and 2021, respectively. Vineyard Development Costs – The Company capitalizes internal vineyard development costs when developing new vineyards or replacing or improving existing vineyards. These costs consist primarily of the costs of the vines and expenditures related to labor and materials to prepare the land and construct vine trellises. Amortization of such costs is recorded on a straight-line basis over the estimated economic useful life of the vineyard, which can be up to 25 years. As circumstances warrant, the Company re-evaluates the recoverability of capitalized costs, and will record impairment charges if required. There were no significant asset disposals related to vineyard development during the year ended December 31, 2022 and the Company recorded $0.6 million of asset disposals related to vineyard development during the year ended December 31, 2021. Review of Long-lived Assets for Impairment – For intangible assets with definite lives, impairment testing is required if conditions exist that indicate the carrying value may not be recoverable. For intangible assets with indefinite lives and for goodwill, impairment testing is required at least annually or more frequently if events or circumstances indicate that these assets might be impaired. Other than goodwill, the Company currently has no intangible assets with indefinite lives. All of the Company’s goodwill and substantially all definite-lived intangible assets resulted from the acquisitions of Seghesio Family Vineyards in May 2011 and Seven Hills Winery in January 2016. Amortization of definite-lived intangible assets is recorded on a straight-line basis over the estimated useful lives of the assets, which range from 7 to 20 years. The Company evaluates goodwill for impairment at the end of each year or more often if a triggering event occurs, and has concluded that goodwill is not impaired. 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 described in Note 1 above. The Company recorded no impairment charges during the years ended December 31, 2022 and 2021. Depletion allowances – The Company pays depletion allowances to its distributors based on their sales to their customers. These allowances are estimated on a monthly basis by the Company, and allowances are accrued as a reduction of sales. Subsequently, distributors will bill the Company for actual depletions, which may be different from the Company’s estimate. Any such differences are recognized in sales when the bill is received. The Company has historically been able to estimate depletion allowances without any material differences between actual and estimated expense. (b) Consolidation policy: The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. All intercompany balances and transactions are eliminated in consolidation. (c) Cash and cash equivalents: The Company considers short-term investments, which have maturities of less than three months at the time of acquisition, to be cash equivalents. The Company had no short-term investments considered to be cash equivalents at December 31, 2022 and 2021. (d) Financial instruments and fair value: Investments available for sale include a U.S. Treasury Note and Certificates of Deposit at December 31, 2022 and 2021. All of the Company’s available for sale securities are classified as either Level 1 or Level 2 (see ‘Fair value hierarchy’ section below) and are recorded at fair value. Available for sale securities that mature greater than 12 months from original investment are recorded as short-term because the securities represent the investment of funds that are available for current operations. Net unrealized gains and losses, net of tax, on available for sale equity securities are recorded in other income (expense). Net unrealized gains and losses, net of tax, on available for sale debt securities are recorded in accumulated other comprehensive income (loss). Unrealized losses that are considered other than temporary are recorded in other income (expense), net, with the corresponding reduction to the carrying basis of the investment. No other than temporary losses were recorded during the years ended December 31, 2022 and 2021. Fair value hierarchy: In determining fair value, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect the Company’s assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The Company applies a hierarchy to categorize its fair value measurements which is broken down into three levels based on the transparency of inputs as follows: Level 1: Quoted prices are available in active markets for identical assets or liabilities at the reported date. Level 2: Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but traded less frequently, derivative instruments whose fair value has been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data, and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 3: Instruments that have little to no pricing observability at the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. Financial instruments are valued at quoted market prices, if available. Certain financial instruments have bid and ask prices that can be observed in the marketplace. For financial instruments whose inputs are based on bid-ask prices, the financial instrument is valued at the point within the bid-ask range that meets the Company’s best estimate of fair value. The Company uses prices and inputs that are current at the measurement date. For financial instruments that do not have readily determinable fair values using quoted market prices, the determination of fair value is based upon consideration of available information, including types of financial instruments, current financial information, restrictions on dispositions, fair values of underlying financial instruments and quotations for similar instruments. The valuation of financial instruments may include the use of valuation models and other techniques. Adjustments to valuations derived from valuation models may be made when, in management’s judgment, features of the financial instrument such as its complexity, the market in which the financial instrument is traded and risk uncertainties about market conditions require that an adjustment be made to the value derived from the models. Adjustments from the price derived from a valuation model reflect management’s judgment that other participants in the market for the financial instrument being measured at fair value would also consider in valuing that same financial instrument. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. The availability of observable inputs can vary and is affected by a wide variety of factors, including, for example, the type of financial instrument and market conditions. As the observability of prices and inputs may change for a financial instrument from period to period, this condition may cause a transfer of an instrument among the fair value hierarchy levels. Transfers among the levels are recognized at the beginning of each period. The degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. (e) Accounts receivable: Accounts receivable are reported at net realizable value. The Company’s accounts receivable balance is net of an allowance for doubtful accounts of $0.2 million as of both December 31, 2022 and 2021. Interest is not accrued on past-due amounts. Accounts are charged against the allowance to bad debt as they are deemed uncollectable based upon a periodic review of the accounts. In evaluating the collectability of individual receivable balances, the Company considers several factors, including the age of the balance, the customer’s historical payment history, its current credit worthiness and current economic trends. (f) Property and equipment: Property and equipment are stated at cost net of accumulated depreciation and amortization and are depreciated using the straight-line method over the related assets estimated useful lives. Costs of maintenance and repairs are charged to expense as incurred; significant renewals and betterments are capitalized. Costs incurred developing vineyards are capitalized until the vineyard becomes commercially productive. Interest is capitalized during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and is depreciated over the useful lives of those assets. During the years ended December 31, 2022 and 2021, capitalized interest was less than $0.1 million. (g) Loan fees: Fees incurred with the issuance of the Company’s debt are recorded in the consolidated balance sheets as a reduction to associated debt balances, consistent with the short-term or long-term classification of the related debt outstanding at the end of the reporting period. The Company amortizes debt discount to interest expense over the contractual or expected term of the debt using the effective interest method. (h) Concentrations of risk: The Company sells the majority of its wine through distributors and retailers. Receivables arising from these sales are not collateralized. For each of the years ended December 31, 2022 and 2021, sales to one customer, which is a distributor, accounted for approximately 28% of total net sales. Amounts due from this customer represented approximately 49% and 35% of net accounts receivable as of December 31, 2022 and 2021, respectively. The Company maintains its cash in bank deposit accounts that, at times, may exceed FDIC insurance thresholds. (i) Revenue recognition: Revenue is recognized once performance obligations under the terms of the Company’s contracts with its customers have been satisfied; this occurs at a point in time when control of the promised product or service is transferred to customers. Generally, the majority of the Company’s contracts with its customers have a single performance obligation and are short term in nature. Revenue is measured in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company accounts for shipping and handling activities as costs to fulfill its promise to transfer the associated products. Accordingly, the Company records amounts billed for shipping and handling costs as a component of net sales, and classifies such costs as a component of costs of sales. The Company’s products are generally not sold with a right of return unless the product is spoiled or damaged. Historically, returns have not been material to the Company. For additional information on the Company’s revenue recognition policies, refer to Note 3 “Revenue Recognition.” (j) Cost of sales: Includes grape, juice and bulk wine costs, whether purchased or grown, crush costs, winemaking and processing costs, bottling, packaging, warehousing, property costs, and shipping and handling costs. For vineyard produced grapes, grape costs include annual farming costs and depreciation of vineyard development expenditures. 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 three (k) Taxes not on income: Excise taxes are levied by government agencies on the sale of alcoholic beverages, including wine. These taxes are not collected from customers but are instead the responsibility of the Company. Excise taxes of $0.8 million and $0.7 million were recognized as a reduction to wine sales in the years ended December 31, 2022 and 2021, respectively. Sales taxes that are collected from customers and remitted to governmental agencies are not reflected as revenues. (l) Advertising costs: Advertising costs are expensed as incurred and were $0.7 million and $0.6 million for the years ended December 31, 2022 and 2021, respectively. (m) Website and internal-use software costs: The Company capitalizes certain qualifying costs incurred in the acquisition and development of software for internal use, including the costs of the software, materials, consultants and payroll and payroll-related costs for employees during the application development stage. Internal and external costs incurred during the preliminary project stage and post implementation-operation stage, mainly training and maintenance costs, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. Once the application is substantially complete and ready for its intended use, qualifying costs are amortized on a straight-line basis over the software’s estimated useful life. (n) Business combinations: Business combinations are accounted for using the acquisition method of accounting. The acquisition method of accounting requires an acquirer to record the assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date. To determine the fair values, the Company utilizes third parties for certain valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related costs are expensed as incurred. During the measurement period, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, which could be up to one year after the acquisition date, subsequent adjustments are recorded to the Company’s consolidated statements of operations. (o) Income taxes: Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enacted date. Net tax assets are recorded to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial results of operations. The Company does not have any unrecognized tax benefits; however, if it did, the Company would record accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company records deferred income tax liabilities and assets as noncurrent in its consolidated balance sheets. See Note 12 for more detail on income tax for the Company. (p) Stock-based compensation: Equity awards issued in exchange for services rendered by the Company’s employees, officers or directors are accounted for pursuant to ASC Topic 718, Compensation-Stock Compensation . The Company measures equity awards at fair value at their grant date. Compensation cost is recognized in general and administrative expenses over the vesting period. The Company estimates the grant date fair value of the awards using the Black-Scholes-Merton option-pricing valuation model. See Note 11 for more detail on stock-based compensation. (q) Net earnings per share: The Company’s basic earnings per share amounts have been computed based on the average number of shares of common stock outstanding for the period. Diluted earnings per share is calculated using the treasury stock method to reflect the assumed exercise of stock options for all potentially dilutive securities. (r) Recent accounting pronouncements: The Company evaluated Accounting Standards Update (“ASU”) 2022-01 through 2022-06 issued by the Financial Accounting Standards Board (“FASB”) and concluded none of the accounting pronouncements would have a material effect or are applicable to Crimson’s consolidated financial statements. (s) A reclassification related to the principal payments received on notes receivable has been made to the consolidated statement of cash flows of the prior year consolidated financial statements to conform to current period presentation. The consolidated statement of cash flows of the prior year was reclassified to decrease net cash flow from operating activities by $0.1 million with a corresponding increase in net cash flow from investing activities by $0.1 million, and a net zero impact to the net increase in cash and cash equivalents. The reclassification had no impact on previously reported consolidated balance sheets or statements of operations. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue Recognition Revenue is recognized once performance obligations under the terms of the Company’s contracts with its customers have been satisfied; this occurs at a point in time when control of the promised product or service is transferred to customers. Generally, the majority of the Company’s contracts with its customers have a single performance obligation and are short term in nature. Revenue is measured in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company accounts for shipping and handling activities as costs to fulfill its promise to transfer the associated products. Accordingly, the Company records amounts billed for shipping and handling costs as a component of net sales, and classifies such costs as a component of costs of sales. The Company’s products are generally not sold with a right of return unless the product is spoiled or damaged. Historically, returns have not been material to the Company. Wholesale Segment The Company sells its wine to wholesale distributors under purchase orders. The Company transfers control and recognizes revenue for these orders upon shipment of the wine from the Company’s third-party warehouse facilities. Payment terms to wholesale distributors typically range from 30 to 120 days. The Company pays depletion allowances to its wholesale distributors based on their sales to their customers. The Company estimates these depletion allowances and records such estimates in the same period the related revenue is recognized, resulting in a reduction of wholesale product revenue and the establishment of a current liability. Subsequently, wholesale distributors will bill the Company for actual depletions, which may be different from the Company’s estimate. Any such differences are recognized in sales when the bill is received. The Company has historically been able to estimate depletion allowances without significant differences between actual and estimated expense. Direct to Consumer Segment The Company sells its wine and other merchandise directly to consumers through wine club memberships, at the wineries’ tasting rooms and through the internet. Wine club membership sales are made under contracts with customers, which specify the quantity and timing of future wine shipments. Customer credit cards are charged in advance of quarterly wine shipments in accordance with each contract. The Company transfers control and recognizes revenue for these contracts upon shipment of the wine to the customer. Tasting room and internet wine sales are paid for at the time of sale. The Company transfers control and recognizes revenue for this wine when the product is either received by the customer (on-site tasting room sales) or upon shipment to the customer (internet sales). Other From time to time, the Company sells grapes or bulk wine because the grapes or bulk wine does not meet the quality standards for the Company’s 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. Grape and bulk sales are made under contracts with customers which include product specification requirements, pricing and payment terms. Payment terms under grape contracts are generally structured around the timing of the harvest of the grapes and are generally due 30 days from the time the grapes are delivered. Payment terms under bulk wine contracts are generally 30 days from the date of shipment and may include an upfront payment upon signing of the sales agreement. The Company transfers control and recognizes revenue for grape sales when product specification has been met and title to the grapes has transferred, which is generally on the date the grapes are harvested, weighed and shipped. The Company transfers control and recognizes revenue for bulk wine contracts upon shipment. The Company provides custom winemaking services at Double Canyon, Chamisal, and Pine Ridge’s winemaking facilities. Custom winemaking services are made under contracts with customers which include specific protocols, pricing, and payment terms and generally have a duration of less than one year. The customer retains title and control of the wine during the winemaking process. The Company recognizes revenue when contract specific performance obligations are met. Estates hold various public and private events for customers and their wine club members. Upfront consideration received from the sale of tickets or under private event contracts for future events is recorded as deferred revenue. The balance of payments are due on the date of the event. The Company recognizes event revenue on the date the event is held. Other revenue also includes tasting fees and retail merchandise sales, which are paid for and received or consumed at the time of sale. The Company transfers control and recognizes revenue at the time of sale. Refer to Note 14 “Business Segment Information,” for revenue by sales channel amounts for the years ended December 31, 2022 and 2021. Contract Balances When the Company receives payments from customers prior to transferring goods or services under the terms of a contract, the Company records deferred revenue, which it classifies as customer deposits on its consolidated balance sheets, and represents a contract liability. Customer deposits are liquidated when revenue is recognized. Revenue that was included in the contract liability balance at the beginning of each of the 2022 and 2021 years consisted primarily of wine club revenue, grape and bulk sales and event fees. Changes in the contract liability balance during the twelve months ended December 31, 2022 and 2021, were not materially impacted by any other factors. The outstanding contract liability balances were $0.4 million at both December 31, 2022 and 2021. Of the amounts included in the opening contract liability balances at the beginning of each year, approximately $0.3 million and $0.2 million were recognized as revenue during both years ended December 31, 2022 and 2021. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Notes Receivable | Notes Receivable Notes receivable consisted of the following as of December 31, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 Notes receivable, current (1) $ 16 $ 36 Notes receivable, non-current (2) 43 405 Total $ 59 $ 441 __________________________________________ (1) Reported within other current assets of the consolidated balance sheets (2) Reported within other non-current assets of the consolidated balance sheets In June 2021, the Company closed on the sale of 36 acres of fallow apple orchards located in Umatilla County, Oregon for an aggregate sale price of $0.6 million. Per the sales agreement, approximately $0.1 million was paid in cash at the closing of the asset sale with the Company financing the remainder of the purchase price in the form of a promissory note in the aggregate principal amount of $0.5 million. The note earns interest at a rate per annum of 5.00% with monthly principal and interest payments commencing July 2021. The note contains an arrangement for two balloon payments with the first balloon payment paid to the Company in December 2021 and the final balloon payment due to the Company on or before June 1, 2024. In July 2022, the borrower paid the remaining balance of the note executing an early payoff. In June 2021, per the Company’s leasing agreement of its restaurant space in Walla Walla, Washington, the Company agreed to finance the incoming tenant’s purchase of restaurant equipment from the prior tenant. Therefore, a promissory note in the aggregate principal amount of approximately $0.1 million was issued to the Company. The note is due in June 2026 and earns interest at a rate per annum of 5.00% with annual principal and interest payments commencing on September 1, 2021. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory A summary of inventory at December 31, 2022 and 2021 is as follows (in thousands): December 31, 2022 December 31, 2021 Finished goods $ 17,896 $ 26,362 In-process goods 32,849 25,450 Packaging and bottling supplies 971 736 Total inventory $ 51,716 $ 52,548 Inventory write-downs of $1.4 million and $1.8 million were recorded during the years ended December 31, 2022 and 2021, respectively. The Company’s inventory balances are presented at the lower of cost or net realizable value. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment A summary of property and equipment at December 31, 2022 and 2021, and depreciation and amortization for the years ended December 31, 2022 and 2021, is as follows (in thousands): Depreciable Lives (in years) December 31, 2022 December 31, 2021 Land and improvements N/A $ 44,912 $ 44,912 Buildings and improvements 20-40 61,260 59,529 Winery and vineyard equipment 3-25 35,998 33,744 Vineyards and improvements 7-25 34,221 34,331 Caves 20-40 5,639 5,639 Vineyards under development N/A 2,489 1,224 Construction in progress N/A 3,479 4,229 Total 187,998 183,608 Accumulated depreciation and amortization (74,577) (72,169) Total property and equipment, net $ 113,421 $ 111,439 Year ended December 31, Depreciation and amortization: 2022 2021 Capitalized into inventory $ 4,441 $ 4,682 Expensed to general and administrative 1,499 1,582 Total depreciation and amortization $ 5,940 $ 6,264 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Financial Instruments | Financial Instruments The Company’s material financial instruments include cash and cash equivalents, investments classified as available for sale, and short-term and long-term debt. Investments classified as available for sale are the only assets or liabilities that are measured at fair value on a recurring basis. All of the Company’s investments mature within one year or less. The par value, amortized cost, gross unrealized gains and losses, and estimated fair value of investments classified as available for sale as of December 31, 2022 and 2021 are as follows (in thousands): December 31, 2022 Par Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Level 1 Level 2 Total Fair Value Measurements Certificates of Deposit $ 11,750 $ 11,750 $ — $ (77) $ — $ 11,673 $ 11,673 December 31, 2021 Par Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Level 1 Level 2 Total Fair Value Measurements Certificates of Deposit $ 12,500 $ 12,500 $ — $ (7) $ — $ 12,493 $ 12,493 Gross unrealized losses on available for sale securities were less than $0.1 million as of December 31, 2022. The Company believes the gross unrealized losses are temporary as it does not intend to sell these securities and it is more likely than not that the Company will not be required to sell these securities before the recovery of their amortized cost basis. As of December 31, 2022 and 2021, the Company did not have any assets or liabilities measured at fair value on a nonrecurring basis. For cash and cash equivalents, the carrying amounts of such financial instruments approximate their fair values. For short-term debt, the carrying amounts of such financial instruments approximate their fair values. As of December 31, 2022, the Company has estimated the fair value of its outstanding debt to be approximately $14.1 million compared to its carrying value of $18.9 million, based upon discounted cash flows with Level 3 inputs, such as the terms that management believes would currently be available to the Company for similar issues of debt, taking into account the current credit risk of the Company and other factors. Level 3 inputs include market rates obtained from American AgCredit, FLCA (“Lender”) as of December 31, 2022 of 8.15% and 8.07% for the 2015 Term Loan (as defined below) and 2017 Term Loan (as defined below), respectively, as further discussed in Note 10, “Debt.” The Company does not invest in any derivatives or engage in any hedging activities. |
Intangible and Other Non-Curren
Intangible and Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible and Other Non-Current Assets | Intangible and Other Non-Current Assets A summary of intangible and other non-current assets at December 31, 2022 and 2021, and amortization expense for the years ended December 31, 2022 and 2021, is as follows (in thousands): December 31, 2022 December 31, 2021 Amortizable lives Gross carrying amount Accumulated amortization Net book value Gross carrying amount Accumulated amortization Net book value Brand 15 - 17 $ 18,000 $ (12,155) $ 5,845 $ 18,000 $ (11,092) $ 6,908 Distributor relationships 10 - 14 2,700 (2,220) 480 2,700 (2,025) 675 Legacy permits 14 250 (207) 43 250 (189) 61 Trademark 20 200 (143) 57 200 (133) 67 Total $ 21,150 $ (14,725) $ 6,425 $ 21,150 $ (13,439) $ 7,711 Other non-current assets 56 611 Total intangible and other non-current assets, net $ 6,481 $ 8,322 Year Ended Amortization expense 2022 2021 Total amortization expense $ 1,286 $ 1,286 The estimated aggregate future amortization of intangible assets as of December 31, 2022 is identified below (in thousands): Years Remaining: Amortization 2023 $ 1,286 2024 1,286 2025 1,168 2026 1,073 2027 1,073 Thereafter 539 Total $ 6,425 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following as of December 31, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 Accounts payable and accrued grape liabilities $ 5,120 $ 5,689 Accrued compensation related expenses 3,287 2,881 Sales and marketing 227 1,434 Acquisition of property and equipment 709 649 Accrued interest 250 268 Depletion allowance 1,176 1,300 Production and farming 202 445 Other accrued expenses 489 505 Total accounts payable and accrued liabilities $ 11,460 $ 13,171 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt A summary of debt as of December 31, 2022 and 2021 is as follows (in thousands): December 31, 2022 December 31, 2021 Revolving Credit Facility (1) $ — $ — Senior Secured Term Loan Agreement due 2040, with an interest rate of 5.24% (2) 11,520 12,160 Senior Secured Term Loan Agreement due 2037, with an interest rate of 5.39% (3) 7,375 7,875 Unamortized loan fees (96) (108) Total debt 18,799 19,927 Less current portion of long-term debt 1,128 1,128 Long-term debt due after one year, net $ 17,671 $ 18,799 ______________________________________ (1) 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 years term, and the Term Revolving Loan is for up to $50.0 million in the aggregate for a fifteen year (2) Pine Ridge Winery, LLC, a wholly-owned subsidiary of Crimson, is party to a senior secured term loan agreement due on October 1, 2040 (the “2015 Term Loan”). Principal and interest are payable in quarterly installments. (3) Double Canyon Vineyards, LLC, a wholly-owned subsidiary of Crimson, is party to a senior secured term loan agreement due on July 1, 2037 (the “2017 Term Loan”). Principal and interest are payable in quarterly installments. Debt covenants include the maintenance of specified debt and equity ratios, a specified debt service coverage ratio, and certain customary affirmative and negative covenants, including limitations on the incurrence of additional indebtedness, limitations on dividends and other distributions to shareholders and restrictions on certain investments, certain mergers, consolidations and sales of assets. The Company was in compliance with all existing debt covenants as of December 31, 2022. A summary of debt maturities as of December 31, 2022 is as follows (in thousands): Principal due in 2023 $ 1,140 Principal due in 2024 1,140 Principal due in 2025 1,140 Principal due in 2026 1,140 Principal due in 2027 1,140 Principal due thereafter 13,195 Total $ 18,895 |
Stockholders_ Equity and Stock-
Stockholders’ Equity and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity and Stock-Based Compensation | Stockholders’ Equity and Stock-Based Compensation Share Repurchase On May 24, 2021, with the unanimous written consent of the Company’s Board of Directors (the “Board of Directors”), the Company repurchased an aggregate of 719,291 shares of its common stock at a purchase price of $8.65 per share for an aggregate purchase price of $6.2 million. The Company’s repurchase was funded through cash on hand, and the shares were retired. 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 shares are constructively retired. In addition to the shares repurchased under the 2022 Repurchase Program, the Company repurchased an aggregate of 800,000 shares of its common stock at a purchase price of $6.25 per share for an aggregate purchase price of $5.0 million on November 16, 2022 (the “2022 Block Repurchase”). Under the 2022 Repurchase Program, the Company had repurchased 275,973 shares of its common stock at an average purchase price of $7.14 per share for an aggregate purchase price of $2.0 million through November 14, 2022. During the twelve months ended December 31, 2022, the Company repurchased 1,075,973 shares of its common stock between the 2022 Repurchase Program and the 2022 Block Repurchase at an average purchase price of $6.48 per share for an aggregate purchase price of $7.0 million. The Company’s repurchase was funded through cash on hand, and the shares were retired. Stock-Based Compensation The Company is authorized to issue 15,000,000 shares of one or more series of preferred stock; no preferred stock has been issued. In February 2013, the Company adopted the 2013 Omnibus Incentive Plan (the “2013 Plan”), which provides for the granting of up to 1,000,000 stock options or other common stock-based awards. In July 2022, upon the approval of the Board of Directors and the Company’s stockholders, the Company adopted the 2022 Omnibus Incentive Plan (the “2022 Plan”) to supersede and replace the 2013 Plan. The 2022 Plan provides for the granting of up to 678,000 stock options or other common stock-based awards. The terms of awards that may be granted, including vesting and performance criteria, if any, will be determined by the Board of Directors. In December 2019, under the 2013 Plan, option grants for 89,000 shares were issued. The options vest annually over five years and expire seven years from the date of grant. In July 2021, stock option awards for an additional 233,000 shares were issued to certain members of management. Subject to the terms of the respective option award agreements, the options will vest in four equal increments on each of January 4, 2022, January 4, 2023, January 4, 2024 and January 4, 2025, and the options will expire seven years from the date of grant. In March 2022, stock option awards for an additional 500,000 shares were issued. The options for the aggregate of 500,000 shares are divided into four tranches, subject to both performance-based and time-based vesting requirements and expire ten years from the date of grant. The performance-based vesting requirements are tied to annual or cumulative Adjusted EBITDA targets, as defined within the underlying option award agreement. The Company believes it will achieve these targets and has recorded the related stock-based compensation expense for the twelve months ended December 31, 2022. The exercise price for the options was the closing price on the date of grant. Estimates of share-based compensation expense require a number of complex and subjective assumptions, including the selection of an option pricing model. The Company determined the grant date fair value of the awards using the Black-Scholes-Merton option-pricing valuation model, with the following assumptions and values: December 2019 Grants July 2021 Grants March 2022 Grants Shares issued 89,000 233,000 500,000 Expected term 5.00 years 4.75 years 6.90 - 8.40 years Expected dividend yield — % — % — % Risk-free interest rate 1.6 % 0.76 % 2.01 % Expected stock price volatility 22 % 31 % 27 - 28% Stock price $ 6.90 $ 8.88 $ 7.50 Weighted-average grant date fair value $ 1.58 $ 2.47 $ 2.66 Grant date fair value (in thousands) $ 141 $ 575 $ 1,331 A summary of stock option activity in 2022 is presented below: Shares Weighted-Average Exercise Price Outstanding, January 1, 2022 322,000 $ 8.32 Granted 500,000 $ 7.50 Exercised — $ — Forfeited or expired — $ — Outstanding, December 31, 2022 822,000 $ 7.82 Vested or expected to vest, December 31, 2022 822,000 $ 7.82 Exercisable, December 31, 2022 111,650 $ 7.92 ($ in thousands) 2022 2021 Stock-based compensation expense $ 364 $ 169 Income tax benefit $ (95) $ (14) Total fair value of options vested during the year $ 172 $ 28 Total intrinsic value of options outstanding at end of year $ — $ 123 Total intrinsic value of options exercisable at end of year $ — $ 49 Total weighted-average remaining vesting period in years 3.82 years 2.99 years Total weighted-average remaining contractual life period in years (options outstanding) 7.58 years 6.08 years Total weighted-average remaining contractual life period in years (options exercisable) 4.76 years 4.92 years As of December 31, 2022, the total stock-based compensation expense not yet recognized is $1,483,000, which will be amortized through the remaining vesting periods of the outstanding options. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax provision (benefit) for the years ended December 31, 2022 and 2021 is as follows (in thousands): 2022 2021 State income tax provision Current $ 10 $ 28 Deferred 49 356 Total state income tax provision 59 384 Federal income tax provision (benefit) Current — — Deferred 322 (98) Total federal income tax provision (benefit) 322 (98) Total income tax provision $ 381 $ 286 The Company’s income tax returns are subject to examination in the U.S. federal and state jurisdictions. To the extent the Company has unutilized net operating loss (“NOL”) carryforwards, the statute of limitations does not begin to run until the NOL carryforwards are utilized. Therefore, for federal and state tax purposes, the Company has tax years open dating back to 2008. The Company currently has no unrecognized tax benefits, and it is not reasonably possible to estimate the amount by which that could increase in the next twelve months since the timing of examinations, if any, is unknown. The principal components of deferred taxes at December 31, 2022 and 2021 are as follows (in thousands): 2022 2021 Deferred tax asset Federal NOL carryforward $ 4,725 $ 4,682 California NOL carryforward 1,904 1,950 Inventory 599 80 Accrued vacation 219 199 Equity compensation plan 151 53 Disallowed section 163(j) interest 116 — California alternative minimum tax credit 107 107 Other 191 162 Total deferred tax asset 8,012 7,233 Deferred tax liability Property and equipment (7,202) (6,506) Intangible assets and goodwill (1,693) (1,475) Other (217) — Total deferred tax liability (9,112) (7,981) Net deferred tax liability, non-current $ (1,100) $ (748) As of December 31, 2022, the amount and expiration dates of the Company’s NOL carryforwards are as follows (in thousands): Federal Carried forward indefinitely $ 22,499 State 2028-2044 $ 27,616 Under certain circumstances, the ability to use the NOL carryforwards and credits could be substantially reduced if certain changes in ownership were to occur. The table below reconciles the expected statutory income tax rate, presented in dollars, to the actual income tax provision (in thousands): 2022 2021 Expected federal income tax expense $ 306 $ 725 State income tax expense 57 386 Non-taxable income from PPP loan forgiveness — (811) Other, net 18 (14) Total $ 381 $ 286 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanA 401(k) profit sharing plan is provided to all employees who meet certain service requirements. The current Company match is 100% of a participant’s first 1% of compensation deferred plus 50% match on compensation deferrals between 1% and 6%. Total Company contributions to the plan were $0.5 million and $0.3 million for the years ended December 31, 2022 and 2021, respectively. |
Business Segment Information
Business Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information The Company has identified two operating segments, Wholesale net sales and Direct to Consumer net sales, which are reportable segments for financial statement reporting purposes, based upon their different distribution channels, margins and selling strategies. Wholesale net sales include all sales through a third party where prices are given at a wholesale rate, whereas Direct to Consumer net sales include retail sales in the tasting room, remote sites and on-site events, wine club net sales, direct phone sales, and other sales made directly to the consumer without the use of an intermediary. The two segments reflect how the Company’s operations are evaluated by senior management and the structure of its internal financial reporting. 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 allocated accordingly. However, centralized selling expenses and general and administrative expenses are not allocated between operating segments. 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. Therefore, discrete financial information related to segment assets and other balance sheet data is not available and that information continues to be aggregated. The following table outlines the net sales, cost of sales, gross profit (loss), directly attributable selling expenses and income (loss) from operations for the Company’s reportable segments for the years ended December 31, 2022 and 2021, and also includes a reconciliation of consolidated income (loss) from operations. Other/Non-allocable net sales and gross profit include bulk wine and grape sales, event fees, tasting fees and non-wine retail sales. Other/Non-allocable expenses include centralized corporate expenses not specific to an identified reporting segment. Sales figures are net of related excise taxes. Year Ended December 31, Wholesale Direct to Consumer Other/Non-Allocable Total (in thousands) 2022 2021 2022 2021 2022 2021 2022 2021 Net sales $ 41,042 $ 37,049 $ 28,882 $ 28,201 $ 4,320 $ 3,668 $ 74,244 $ 68,918 Cost of sales 26,819 24,004 10,038 10,091 4,596 4,770 41,453 38,865 Gross profit (loss) 14,223 13,045 18,844 18,110 (276) (1,102) 32,791 30,053 Operating expenses: Sales and marketing 6,229 5,627 7,355 6,539 3,830 3,492 17,414 15,658 General and administrative — — — — 13,102 13,122 13,102 13,122 Total operating expenses 6,229 5,627 7,355 6,539 16,932 16,614 30,516 28,780 Net loss on disposal of property and equipment — 71 — 191 306 767 306 1,029 Income (loss) from operations $ 7,994 $ 7,347 $ 11,489 $ 11,380 $ (17,514) $ (18,483) $ 1,969 $ 244 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Supply Contracts To supplement a portion of the Company’s future grape requirements, long-term contracts are procured to purchase grapes from certain third parties and related parties of employees within the Company. The lengths of the contracts vary from one The total of all grapes and bulk wine purchased was $10.2 million and $7.4 million for the years ended December 31, 2022 and 2021, respectively. Included in the totals of all grapes and bulk wine purchased are related party purchases of $0.5 million and less than $0.4 million for the years ended December 31, 2022 and 2021, respectively. Litigation The Company and its subsidiaries may become parties to legal proceedings that are considered to be either ordinary, routine litigation incidental to their business or not significant to the Company’s consolidated financial position or liquidity. The Company does not believe that there is any pending litigation that could have a significant adverse impact on its consolidated financial position, liquidity or results of operations. 2017 and 2020 Wildfires In October 2017, significant wildfires impacted the Company’s operations and damaged its inventory. The Company has settled on several insurance claims since the time of the wildfires but anticipates additional settlements for insurance proceeds for amounts that cannot be reasonably estimated at this time. In August and September 2020, a series of major wildfires broke out in regions across the Western United States, including Napa and Sonoma counties in California, as well as Umatilla and Yamhill Counties in Oregon. The wildfires and ensuing smoke caused damage to grapes at the vineyard properties and traffic reduction at the Company’s tasting rooms. Some of the inventory losses and smoke damage to grapes were partially covered under existing crop insurance policies. During 2021, the Company settled and recognized a total of $0.8 million from crop insurance proceeds related to loss claims for the 2020 wildfires and recorded the proceeds as an offset against inventory losses, which are reductions to cost of sales. |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table reconciles the weighted-average common shares outstanding used in the calculations of the Company’s basic and diluted earnings per share: Year ended December 31, ($ and shares in thousands, except per share amounts) 2022 2021 Net income $ 1,077 $ 3,165 Common shares: Weighted-average number of common shares outstanding - basic 22,294 22,806 Dilutive effect of stock options outstanding — 1 Weighted-average number of common shares outstanding - diluted 22,294 22,807 Earnings per share: Basic $ 0.05 $ 0.14 Diluted $ 0.05 $ 0.14 Antidilutive stock options (1) 726 114 __________________________________________ (1) Amounts represent stock options that are excluded from the diluted earnings per share calculations because the options are antidilutive. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Revolving Credit Facility agreement was previously set to expire on March 31, 2023. On March 7, 2023, the Company obtained an extension to the agreement from the lender, American AgCredit, FLCA, with an expiration date of May 31, 2023 in order to execute renewal of the agreement. On March 1, 2023, the Board of Directors of the Company approved the grant of stock option awards under the Crimson Wine Group, Ltd. 2022 Omnibus Incentive Plan to certain officers and employees of the Company to purchase an aggregate of 500,000 shares of the Company’s common stock, which will vest in five tranches, subject to both performance-based vesting requirements and time-based vesting requirements. The options were granted on March 1, 2023 with an exercise price of $5.95 and will expire on March 1, 2033. The Company has evaluated subsequent events through the filing of this Form 10-K, and determined no other events have occurred that would require adjustments to its disclosures in the consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Critical Accounting Estimates | Critical Accounting Estimates: The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“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. |
Inventory | Inventory – Inventory consists of mainly bulk and bottled wine and is stated at the lower of cost or net realizable value, with cost being determined on the first-in, first-out method. Costs associated with winemaking, and other costs associated with the manufacturing of products for resale, are recorded as inventory. In accordance with general practice within the wine industry, |
Vineyard Development Costs | Vineyard Development Costs – The Company capitalizes internal vineyard development costs when developing new vineyards or replacing or improving existing vineyards. These costs consist primarily of the costs of the vines and expenditures related to labor and materials to prepare the land and construct vine trellises. Amortization of such costs is recorded on a straight-line basis over the estimated economic useful life of the vineyard, which can be up to 25 years. As circumstances warrant, the Company re-evaluates the recoverability of capitalized costs, and will record impairment charges if required. |
Review of Long-lived Assets for Impairment | Review of Long-lived Assets for Impairment – For intangible assets with definite lives, impairment testing is required if conditions exist that indicate the carrying value may not be recoverable. For intangible assets with indefinite lives and for goodwill, impairment testing is required at least annually or more frequently if events or circumstances indicate that these assets might be impaired. Other than goodwill, the Company currently has no intangible assets with indefinite lives. All of the Company’s goodwill and substantially all definite-lived intangible assets resulted from the acquisitions of Seghesio Family Vineyards in May 2011 and Seven Hills Winery in January 2016. Amortization of definite-lived intangible assets is recorded on a straight-line basis over the estimated useful lives of the assets, which range from 7 to 20 years. The Company evaluates goodwill for impairment at the end of each year or more often if a triggering event occurs, and has concluded that goodwill is not impaired. 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. |
Depletion allowances | Depletion allowances – The Company pays depletion allowances to its distributors based on their sales to their customers. These allowances are estimated on a monthly basis by the Company, and allowances are accrued as a reduction of sales. Subsequently, distributors will bill the Company for actual depletions, which may be different from the Company’s estimate. Any such differences are recognized in sales when the bill is received. The Company has historically been able to estimate depletion allowances without any material differences between actual and estimated expense. |
Consolidation policy | Consolidation policy: The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. All intercompany balances and transactions are eliminated in consolidation. |
Cash and cash equivalents | Cash and cash equivalents: The Company considers short-term investments, which have maturities of less than three months at the time of acquisition, to be cash equivalents. |
Financial instruments and fair value | Financial instruments and fair value: Investments available for sale include a U.S. Treasury Note and Certificates of Deposit at December 31, 2022 and 2021. All of the Company’s available for sale securities are classified as either Level 1 or Level 2 (see ‘Fair value hierarchy’ section below) and are recorded at fair value. Available for sale securities that mature greater than 12 months from original investment are recorded as short-term because the securities represent the investment of funds that are available for current operations. Net unrealized gains and losses, net of tax, on available for sale equity securities are recorded in other income (expense). Net unrealized gains and losses, net of tax, on available for sale debt securities are recorded in accumulated other comprehensive income (loss). Unrealized losses that are considered other than temporary are recorded in other income (expense), net, with the corresponding reduction to the carrying basis of the investment. No other than temporary losses were recorded during the years ended December 31, 2022 and 2021. Fair value hierarchy: In determining fair value, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect the Company’s assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The Company applies a hierarchy to categorize its fair value measurements which is broken down into three levels based on the transparency of inputs as follows: Level 1: Quoted prices are available in active markets for identical assets or liabilities at the reported date. Level 2: Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but traded less frequently, derivative instruments whose fair value has been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data, and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 3: Instruments that have little to no pricing observability at the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. Financial instruments are valued at quoted market prices, if available. Certain financial instruments have bid and ask prices that can be observed in the marketplace. For financial instruments whose inputs are based on bid-ask prices, the financial instrument is valued at the point within the bid-ask range that meets the Company’s best estimate of fair value. The Company uses prices and inputs that are current at the measurement date. For financial instruments that do not have readily determinable fair values using quoted market prices, the determination of fair value is based upon consideration of available information, including types of financial instruments, current financial information, restrictions on dispositions, fair values of underlying financial instruments and quotations for similar instruments. The valuation of financial instruments may include the use of valuation models and other techniques. Adjustments to valuations derived from valuation models may be made when, in management’s judgment, features of the financial instrument such as its complexity, the market in which the financial instrument is traded and risk uncertainties about market conditions require that an adjustment be made to the value derived from the models. Adjustments from the price derived from a valuation model reflect management’s judgment that other participants in the market for the financial instrument being measured at fair value would also consider in valuing that same financial instrument. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. |
Accounts receivable | Accounts receivable: Accounts receivable are reported at net realizable value. The Company’s accounts receivable balance is net of an allowance for doubtful accounts of $0.2 million as of both December 31, 2022 and 2021. Interest is not accrued on past-due amounts. Accounts are charged against the allowance to bad debt as they are deemed uncollectable based upon a periodic review of the accounts. In evaluating the collectability of individual receivable balances, the Company considers several factors, including the age of the balance, the customer’s historical payment history, its current credit worthiness and current economic trends. |
Property and equipment | Property and equipment: Property and equipment are stated at cost net of accumulated depreciation and amortization and are depreciated using the straight-line method over the related assets estimated useful lives. Costs of maintenance and repairs are charged to expense as incurred; significant renewals and betterments are capitalized. Costs incurred developing vineyards are capitalized until the vineyard becomes commercially productive. Interest is capitalized during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and is depreciated over the useful lives of those assets. |
Loan fees | Loan fees: Fees incurred with the issuance of the Company’s debt are recorded in the consolidated balance sheets as a reduction to associated debt balances, consistent with the short-term or long-term classification of the related debt outstanding at the end of the reporting period. The Company amortizes debt discount to interest expense over the contractual or expected term of the debt using the effective interest method. |
Concentrations of risk | Concentrations of risk: The Company sells the majority of its wine through distributors and retailers. Receivables arising from these sales are not collateralized. |
Revenue recognition/Cost of sales | Revenue recognition: Revenue is recognized once performance obligations under the terms of the Company’s contracts with its customers have been satisfied; this occurs at a point in time when control of the promised product or service is transferred to customers. Generally, the majority of the Company’s contracts with its customers have a single performance obligation and are short term in nature. Revenue is measured in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company accounts for shipping and handling activities as costs to fulfill its promise to transfer the associated products. Accordingly, the Company records amounts billed for shipping and handling costs as a component of net sales, and classifies such costs as a component of costs of sales. The Company’s products are generally not sold with a right of return unless the product is spoiled or damaged. Historically, returns have not been material to the Company. For additional information on the Company’s revenue recognition policies, refer to Note 3 “Revenue Recognition.” (j) Cost of sales: Includes grape, juice and bulk wine costs, whether purchased or grown, crush costs, winemaking and processing costs, bottling, packaging, warehousing, property costs, and shipping and handling costs. For vineyard produced grapes, grape costs include annual farming costs and depreciation of vineyard development expenditures. 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 three |
Taxes not on income | Taxes not on income: Excise taxes are levied by government agencies on the sale of alcoholic beverages, including wine. These taxes are not collected from customers but are instead the responsibility of the Company. |
Advertising costs | Advertising costs: Advertising costs are expensed as incurred |
Website and internal-use software costs | Website and internal-use software costs: The Company capitalizes certain qualifying costs incurred in the acquisition and development of software for internal use, including the costs of the software, materials, consultants and payroll and payroll-related costs for employees during the application development stage. Internal and external costs incurred during the preliminary project stage and post implementation-operation stage, mainly training and maintenance costs, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. Once the application is substantially complete and ready for its intended use, qualifying costs are amortized on a straight-line basis over the software’s estimated useful life. |
Business combinations | Business combinations: Business combinations are accounted for using the acquisition method of accounting. The acquisition method of accounting requires an acquirer to record the assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date. To determine the fair values, the Company utilizes third parties for certain valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related costs are expensed as incurred. During the measurement period, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, which could be up to one year after the acquisition date, subsequent adjustments are recorded to the Company’s consolidated statements of operations. |
Income taxes | Income taxes: Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enacted date.Net tax assets are recorded to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial results of operations.The Company does not have any unrecognized tax benefits; however, if it did, the Company would record accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company records deferred income tax liabilities and assets as noncurrent in its consolidated balance sheets. |
Stock-based compensation | Stock-based compensation: Equity awards issued in exchange for services rendered by the Company’s employees, officers or directors are accounted for pursuant to ASC Topic 718, Compensation-Stock Compensation . The Company measures equity awards at fair value at their grant date. Compensation cost is recognized in general and administrative expenses over the vesting period. The Company estimates the grant date fair value of the awards using the Black-Scholes-Merton option-pricing valuation model. See Note 11 for more detail on stock-based compensation. |
Net earnings (loss) per share | Net earnings per share: The Company’s basic earnings per share amounts have been computed based on the average number of shares of common stock outstanding for the period. Diluted earnings per share is calculated using the treasury stock method to reflect the assumed exercise of stock options for all potentially dilutive securities. |
Recent accounting pronouncements | Recent accounting pronouncements: The Company evaluated Accounting Standards Update (“ASU”) 2022-01 through 2022-06 issued by the Financial Accounting Standards Board (“FASB”) and concluded none of the accounting pronouncements would have a material effect or are applicable to Crimson’s consolidated financial statements. |
Reclassifications | A reclassification related to the principal payments received on notes receivable has been made to the consolidated statement of cash flows of the prior year consolidated financial statements to conform to current period presentation. The consolidated statement of cash flows of the prior year was reclassified to decrease net cash flow from operating activities by $0.1 million with a corresponding increase in net cash flow from investing activities by $0.1 million, and a net zero impact to the net increase in cash and cash equivalents. The reclassification had no impact on previously reported consolidated balance sheets or statements of operations. |
Notes Receivable (Tables)
Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Summary of Notes Receivable | Notes receivable consisted of the following as of December 31, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 Notes receivable, current (1) $ 16 $ 36 Notes receivable, non-current (2) 43 405 Total $ 59 $ 441 __________________________________________ (1) Reported within other current assets of the consolidated balance sheets (2) Reported within other non-current assets of the consolidated balance sheets |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | A summary of inventory at December 31, 2022 and 2021 is as follows (in thousands): December 31, 2022 December 31, 2021 Finished goods $ 17,896 $ 26,362 In-process goods 32,849 25,450 Packaging and bottling supplies 971 736 Total inventory $ 51,716 $ 52,548 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | A summary of property and equipment at December 31, 2022 and 2021, and depreciation and amortization for the years ended December 31, 2022 and 2021, is as follows (in thousands): Depreciable Lives (in years) December 31, 2022 December 31, 2021 Land and improvements N/A $ 44,912 $ 44,912 Buildings and improvements 20-40 61,260 59,529 Winery and vineyard equipment 3-25 35,998 33,744 Vineyards and improvements 7-25 34,221 34,331 Caves 20-40 5,639 5,639 Vineyards under development N/A 2,489 1,224 Construction in progress N/A 3,479 4,229 Total 187,998 183,608 Accumulated depreciation and amortization (74,577) (72,169) Total property and equipment, net $ 113,421 $ 111,439 Year ended December 31, Depreciation and amortization: 2022 2021 Capitalized into inventory $ 4,441 $ 4,682 Expensed to general and administrative 1,499 1,582 Total depreciation and amortization $ 5,940 $ 6,264 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Available for Sale Securities | The par value, amortized cost, gross unrealized gains and losses, and estimated fair value of investments classified as available for sale as of December 31, 2022 and 2021 are as follows (in thousands): December 31, 2022 Par Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Level 1 Level 2 Total Fair Value Measurements Certificates of Deposit $ 11,750 $ 11,750 $ — $ (77) $ — $ 11,673 $ 11,673 December 31, 2021 Par Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Level 1 Level 2 Total Fair Value Measurements Certificates of Deposit $ 12,500 $ 12,500 $ — $ (7) $ — $ 12,493 $ 12,493 |
Intangible and Other Non-Curr_2
Intangible and Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | A summary of intangible and other non-current assets at December 31, 2022 and 2021, and amortization expense for the years ended December 31, 2022 and 2021, is as follows (in thousands): December 31, 2022 December 31, 2021 Amortizable lives Gross carrying amount Accumulated amortization Net book value Gross carrying amount Accumulated amortization Net book value Brand 15 - 17 $ 18,000 $ (12,155) $ 5,845 $ 18,000 $ (11,092) $ 6,908 Distributor relationships 10 - 14 2,700 (2,220) 480 2,700 (2,025) 675 Legacy permits 14 250 (207) 43 250 (189) 61 Trademark 20 200 (143) 57 200 (133) 67 Total $ 21,150 $ (14,725) $ 6,425 $ 21,150 $ (13,439) $ 7,711 Other non-current assets 56 611 Total intangible and other non-current assets, net $ 6,481 $ 8,322 Year Ended Amortization expense 2022 2021 Total amortization expense $ 1,286 $ 1,286 |
Summary of Amortization Expense for Intangible Assets | The estimated aggregate future amortization of intangible assets as of December 31, 2022 is identified below (in thousands): Years Remaining: Amortization 2023 $ 1,286 2024 1,286 2025 1,168 2026 1,073 2027 1,073 Thereafter 539 Total $ 6,425 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Other Accrued Expenses | Accounts payable and accrued liabilities consisted of the following as of December 31, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 Accounts payable and accrued grape liabilities $ 5,120 $ 5,689 Accrued compensation related expenses 3,287 2,881 Sales and marketing 227 1,434 Acquisition of property and equipment 709 649 Accrued interest 250 268 Depletion allowance 1,176 1,300 Production and farming 202 445 Other accrued expenses 489 505 Total accounts payable and accrued liabilities $ 11,460 $ 13,171 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Debt | A summary of debt as of December 31, 2022 and 2021 is as follows (in thousands): December 31, 2022 December 31, 2021 Revolving Credit Facility (1) $ — $ — Senior Secured Term Loan Agreement due 2040, with an interest rate of 5.24% (2) 11,520 12,160 Senior Secured Term Loan Agreement due 2037, with an interest rate of 5.39% (3) 7,375 7,875 Unamortized loan fees (96) (108) Total debt 18,799 19,927 Less current portion of long-term debt 1,128 1,128 Long-term debt due after one year, net $ 17,671 $ 18,799 ______________________________________ (1) 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 years term, and the Term Revolving Loan is for up to $50.0 million in the aggregate for a fifteen year (2) Pine Ridge Winery, LLC, a wholly-owned subsidiary of Crimson, is party to a senior secured term loan agreement due on October 1, 2040 (the “2015 Term Loan”). Principal and interest are payable in quarterly installments. (3) Double Canyon Vineyards, LLC, a wholly-owned subsidiary of Crimson, is party to a senior secured term loan agreement due on July 1, 2037 (the “2017 Term Loan”). Principal and interest are payable in quarterly installments. |
Summary of Debt Maturity | A summary of debt maturities as of December 31, 2022 is as follows (in thousands): Principal due in 2023 $ 1,140 Principal due in 2024 1,140 Principal due in 2025 1,140 Principal due in 2026 1,140 Principal due in 2027 1,140 Principal due thereafter 13,195 Total $ 18,895 |
Stockholders_ Equity and Stoc_2
Stockholders’ Equity and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summary of Fair Value Assumptions of Share-based Compensation | The Company determined the grant date fair value of the awards using the Black-Scholes-Merton option-pricing valuation model, with the following assumptions and values: December 2019 Grants July 2021 Grants March 2022 Grants Shares issued 89,000 233,000 500,000 Expected term 5.00 years 4.75 years 6.90 - 8.40 years Expected dividend yield — % — % — % Risk-free interest rate 1.6 % 0.76 % 2.01 % Expected stock price volatility 22 % 31 % 27 - 28% Stock price $ 6.90 $ 8.88 $ 7.50 Weighted-average grant date fair value $ 1.58 $ 2.47 $ 2.66 Grant date fair value (in thousands) $ 141 $ 575 $ 1,331 |
Summary of Stock Option Activity | A summary of stock option activity in 2022 is presented below: Shares Weighted-Average Exercise Price Outstanding, January 1, 2022 322,000 $ 8.32 Granted 500,000 $ 7.50 Exercised — $ — Forfeited or expired — $ — Outstanding, December 31, 2022 822,000 $ 7.82 Vested or expected to vest, December 31, 2022 822,000 $ 7.82 Exercisable, December 31, 2022 111,650 $ 7.92 ($ in thousands) 2022 2021 Stock-based compensation expense $ 364 $ 169 Income tax benefit $ (95) $ (14) Total fair value of options vested during the year $ 172 $ 28 Total intrinsic value of options outstanding at end of year $ — $ 123 Total intrinsic value of options exercisable at end of year $ — $ 49 Total weighted-average remaining vesting period in years 3.82 years 2.99 years Total weighted-average remaining contractual life period in years (options outstanding) 7.58 years 6.08 years Total weighted-average remaining contractual life period in years (options exercisable) 4.76 years 4.92 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Provision (Benefit) for Income Taxes | The income tax provision (benefit) for the years ended December 31, 2022 and 2021 is as follows (in thousands): 2022 2021 State income tax provision Current $ 10 $ 28 Deferred 49 356 Total state income tax provision 59 384 Federal income tax provision (benefit) Current — — Deferred 322 (98) Total federal income tax provision (benefit) 322 (98) Total income tax provision $ 381 $ 286 |
Summary of Principal Components of Deferred Taxes | The principal components of deferred taxes at December 31, 2022 and 2021 are as follows (in thousands): 2022 2021 Deferred tax asset Federal NOL carryforward $ 4,725 $ 4,682 California NOL carryforward 1,904 1,950 Inventory 599 80 Accrued vacation 219 199 Equity compensation plan 151 53 Disallowed section 163(j) interest 116 — California alternative minimum tax credit 107 107 Other 191 162 Total deferred tax asset 8,012 7,233 Deferred tax liability Property and equipment (7,202) (6,506) Intangible assets and goodwill (1,693) (1,475) Other (217) — Total deferred tax liability (9,112) (7,981) Net deferred tax liability, non-current $ (1,100) $ (748) |
Summary of Operating Loss Carryforwards | As of December 31, 2022, the amount and expiration dates of the Company’s NOL carryforwards are as follows (in thousands): Federal Carried forward indefinitely $ 22,499 State 2028-2044 $ 27,616 |
Summary of Effective Income Tax Reconciliation | The table below reconciles the expected statutory income tax rate, presented in dollars, to the actual income tax provision (in thousands): 2022 2021 Expected federal income tax expense $ 306 $ 725 State income tax expense 57 386 Non-taxable income from PPP loan forgiveness — (811) Other, net 18 (14) Total $ 381 $ 286 |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Segment Reporting | The following table outlines the net sales, cost of sales, gross profit (loss), directly attributable selling expenses and income (loss) from operations for the Company’s reportable segments for the years ended December 31, 2022 and 2021, and also includes a reconciliation of consolidated income (loss) from operations. Other/Non-allocable net sales and gross profit include bulk wine and grape sales, event fees, tasting fees and non-wine retail sales. Other/Non-allocable expenses include centralized corporate expenses not specific to an identified reporting segment. Sales figures are net of related excise taxes. Year Ended December 31, Wholesale Direct to Consumer Other/Non-Allocable Total (in thousands) 2022 2021 2022 2021 2022 2021 2022 2021 Net sales $ 41,042 $ 37,049 $ 28,882 $ 28,201 $ 4,320 $ 3,668 $ 74,244 $ 68,918 Cost of sales 26,819 24,004 10,038 10,091 4,596 4,770 41,453 38,865 Gross profit (loss) 14,223 13,045 18,844 18,110 (276) (1,102) 32,791 30,053 Operating expenses: Sales and marketing 6,229 5,627 7,355 6,539 3,830 3,492 17,414 15,658 General and administrative — — — — 13,102 13,122 13,102 13,122 Total operating expenses 6,229 5,627 7,355 6,539 16,932 16,614 30,516 28,780 Net loss on disposal of property and equipment — 71 — 191 306 767 306 1,029 Income (loss) from operations $ 7,994 $ 7,347 $ 11,489 $ 11,380 $ (17,514) $ (18,483) $ 1,969 $ 244 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Earnings (Loss) Per Common Share | The following table reconciles the weighted-average common shares outstanding used in the calculations of the Company’s basic and diluted earnings per share: Year ended December 31, ($ and shares in thousands, except per share amounts) 2022 2021 Net income $ 1,077 $ 3,165 Common shares: Weighted-average number of common shares outstanding - basic 22,294 22,806 Dilutive effect of stock options outstanding — 1 Weighted-average number of common shares outstanding - diluted 22,294 22,807 Earnings per share: Basic $ 0.05 $ 0.14 Diluted $ 0.05 $ 0.14 Antidilutive stock options (1) 726 114 __________________________________________ (1) Amounts represent stock options that are excluded from the diluted earnings per share calculations because the options are antidilutive. |
Nature of Operations (Details)
Nature of Operations (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) a winery country l | Dec. 31, 2016 trailer | Sep. 30, 2017 a | |
Nature of Operations [Line Items] | |||
Price per bottle | $ | $ 16 | ||
Volume of liquid (per bottle of wine) | l | 0.75 | ||
Number of wineries owned | winery | 7 | ||
Acreage owned (acres) | 2 | ||
Number of airstream trailers owned (in trailers) | trailer | 2 | ||
Number of countries where wine is available (countries) | country | 40 | ||
Pine Ridge Vineyards | |||
Nature of Operations [Line Items] | |||
Acreage owned (acres) | 154 | ||
Number of appellations | winery | 5 | ||
Acreage currently planted and producing grapes (acres) | 140 | ||
Archery Summit | |||
Nature of Operations [Line Items] | |||
Acreage owned (acres) | 92 | ||
Acreage currently planted and producing grapes (acres) | 69 | ||
Double Canyon Vineyards | |||
Nature of Operations [Line Items] | |||
Acreage owned (acres) | 47,000 | ||
Chamisal Vineyards | |||
Nature of Operations [Line Items] | |||
Acreage owned (acres) | 92 | ||
Acreage currently planted and producing grapes (acres) | 69 | ||
Seghesio Family Vineyards | |||
Nature of Operations [Line Items] | |||
Acreage owned (acres) | 308 | ||
Number of appellations | winery | 2 | ||
Acreage currently planted and producing grapes (acres) | 274 | ||
Acreage repurposed and developed (acres) | 3 | ||
Seven Hills Winery | |||
Nature of Operations [Line Items] | |||
Acreage owned (acres) | 74 | ||
Acreage currently planted and producing grapes (acres) | 50 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | ||
Inventory write-down | $ 1,429,000 | $ 1,764,000 |
Indefinite-lived intangible assets | 0 | |
Impairment charges | 0 | 0 |
Short-term investments | 0 | 0 |
Other than temporary losses | 0 | 0 |
Allowance for doubtful accounts | 200,000 | 200,000 |
Capitalized interest | 100,000 | 100,000 |
Excise taxes | 764,000 | 671,000 |
Advertising costs | 700,000 | 600,000 |
Decrease in net cash from operating activities | (7,493,000) | (18,702,000) |
Increase in net cash from investing activities | (6,387,000) | (8,189,000) |
Net impact to the net increase in cash and cash equivalents | $ (7,027,000) | 3,418,000 |
Reclassification adjustment | ||
Significant Accounting Policies [Line Items] | ||
Decrease in net cash from operating activities | 100,000 | |
Increase in net cash from investing activities | 100,000 | |
Net impact to the net increase in cash and cash equivalents | $ 0 | |
Total sales | Customer Concentration Risk | Customer One | ||
Significant Accounting Policies [Line Items] | ||
Major customer percentage of sales | 28% | 28% |
Accounts Receivable | Customer Concentration Risk | Customer One | ||
Significant Accounting Policies [Line Items] | ||
Major customer percentage of sales | 49% | 35% |
Minimum | ||
Significant Accounting Policies [Line Items] | ||
Intangible assets useful life | 7 years | |
Period which costs are capitalized | 3 months | |
Maximum | ||
Significant Accounting Policies [Line Items] | ||
Intangible assets useful life | 20 years | |
Period which costs are capitalized | 36 months | |
Vineyard | ||
Significant Accounting Policies [Line Items] | ||
Asset disposals | $ 0 | $ 600,000 |
Vineyard | Maximum | ||
Significant Accounting Policies [Line Items] | ||
Depreciable lives | 25 years |
Revenue (Narrative) (Details)
Revenue (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Outstanding contract liability | $ 392 | $ 366 |
Revenue recognized | 300 | 200 |
Allowance for doubtful accounts | $ 200 | $ 200 |
Wholesale Distributor Sales | Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Payment terms | 30 days | |
Wholesale Distributor Sales | Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Payment terms | 120 days | |
Grape Contracts | ||
Disaggregation of Revenue [Line Items] | ||
Payment terms | 30 days | |
Bulk wine Sales | ||
Disaggregation of Revenue [Line Items] | ||
Payment terms | 30 days |
Notes Receivable (Summary of No
Notes Receivable (Summary of Notes Receivable) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Notes receivable, current | $ 16 | $ 36 |
Notes receivable, non-current | 43 | 405 |
Total | $ 59 | $ 441 |
Notes Receivable (Narrative) (D
Notes Receivable (Narrative) (Details) $ in Millions | 1 Months Ended | |
Jun. 30, 2021 USD ($) a payment | Dec. 31, 2022 a | |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Area of apple orchards (in acres) | a | 2 | |
Real Estate Loan | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Area of apple orchards (in acres) | a | 36 | |
Consideration received | $ 0.6 | |
Proceeds from sale of real estate | 0.1 | |
Financing receivable | $ 0.5 | |
Stated interest | 5% | |
Financing receivable, number of balloon payments | payment | 2 | |
Equipment Loan | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Financing receivable | $ 0.1 | |
Stated interest | 5% |
Inventory (Summary of Inventory
Inventory (Summary of Inventory) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 17,896 | $ 26,362 |
In-process goods | 32,849 | 25,450 |
Packaging and bottling supplies | 971 | 736 |
Total inventory | $ 51,716 | $ 52,548 |
Inventory (Narrative) (Details)
Inventory (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Loss on write-down of inventory | $ 1,429 | $ 1,764 |
Property and Equipment (Summary
Property and Equipment (Summary Of Property And Equipment) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 187,998 | $ 183,608 |
Accumulated depreciation and amortization | (74,577) | (72,169) |
Total property and equipment, net | 113,421 | 111,439 |
Capitalized into inventory | 4,441 | 4,682 |
Expensed to general and administrative | 1,499 | 1,582 |
Total depreciation and amortization | 5,940 | 6,264 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 44,912 | 44,912 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 61,260 | 59,529 |
Buildings and improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable lives | 20 years | |
Buildings and improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable lives | 40 years | |
Winery and vineyard equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 35,998 | 33,744 |
Winery and vineyard equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable lives | 3 years | |
Winery and vineyard equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable lives | 25 years | |
Vineyards and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 34,221 | 34,331 |
Vineyards and improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable lives | 7 years | |
Vineyards and improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable lives | 25 years | |
Caves | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,639 | 5,639 |
Caves | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable lives | 20 years | |
Caves | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable lives | 40 years | |
Vineyards under development | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,489 | 1,224 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,479 | $ 4,229 |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Investment maturity period, maximum | 1 year | |
Gross unrealized gains on available for sale securities | $ 100 | |
Fair value of outstanding debt | 14,100 | |
Carrying value of debt | 18,895 | |
2015 Term Loan | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | $ 11,520 | $ 12,160 |
Interest rate (as a percent) | 8.15% | |
2017 Term Loan | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | $ 7,375 | $ 7,875 |
Interest rate (as a percent) | 8.07% |
Financial Instruments (Summary
Financial Instruments (Summary of Available for Sale Securities) (Details) - Certificates of Deposit - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-sale [Line Items] | ||
Par Value | $ 11,750 | $ 12,500 |
Amortized Cost | 11,750 | 12,500 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (77) | (7) |
Total Fair Value Measurements | 11,673 | 12,493 |
Level 1 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Total Fair Value Measurements | 0 | 0 |
Level 2 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Total Fair Value Measurements | $ 11,673 | $ 12,493 |
Intangible and Other Non-Curr_3
Intangible and Other Non-Current Assets (Summary Of Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 21,150 | $ 21,150 |
Accumulated amortization | (14,725) | (13,439) |
Net book value | 6,425 | 7,711 |
Other non-current assets | 56 | 611 |
Total intangible and other non-current assets, net | 6,481 | 8,322 |
Total amortization expense | $ 1,286 | 1,286 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable lives (in years) | 7 years | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable lives (in years) | 20 years | |
Brand | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 18,000 | 18,000 |
Accumulated amortization | (12,155) | (11,092) |
Net book value | $ 5,845 | 6,908 |
Brand | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable lives (in years) | 15 years | |
Brand | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable lives (in years) | 17 years | |
Distributor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 2,700 | 2,700 |
Accumulated amortization | (2,220) | (2,025) |
Net book value | $ 480 | 675 |
Distributor relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable lives (in years) | 10 years | |
Distributor relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable lives (in years) | 14 years | |
Legacy permits | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable lives (in years) | 14 years | |
Gross carrying amount | $ 250 | 250 |
Accumulated amortization | (207) | (189) |
Net book value | $ 43 | 61 |
Trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable lives (in years) | 20 years | |
Gross carrying amount | $ 200 | 200 |
Accumulated amortization | (143) | (133) |
Net book value | $ 57 | $ 67 |
Intangible and Other Non-Curr_4
Intangible and Other Non-Current Assets (Amortization expense for Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 1,286 | |
2024 | 1,286 | |
2025 | 1,168 | |
2026 | 1,073 | |
2027 | 1,073 | |
Thereafter | 539 | |
Net book value | $ 6,425 | $ 7,711 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Summary of Other Accrued Expenses) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued grape liabilities | $ 5,120 | $ 5,689 |
Accrued compensation related expenses | 3,287 | 2,881 |
Sales and marketing | 227 | 1,434 |
Acquisition of property and equipment | 709 | 649 |
Accrued interest | 250 | 268 |
Depletion allowance | 1,176 | 1,300 |
Production and farming | 202 | 445 |
Other accrued expenses | 489 | 505 |
Total accounts payable and accrued liabilities | $ 11,460 | $ 13,171 |
Debt (Summary of Debt) (Details
Debt (Summary of Debt) (Details) - USD ($) | 1 Months Ended | ||
Mar. 31, 2013 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Carrying value of outstanding debt | $ 18,895,000 | ||
Unamortized loan fees | (96,000) | $ (108,000) | |
Total debt | 18,799,000 | 19,927,000 | |
Less current portion of long-term debt | 1,128,000 | 1,128,000 | |
Long-term debt due after one year, net | $ 17,671,000 | $ 18,799,000 | |
Minimum | |||
Debt Instrument [Line Items] | |||
Unused line fee | 0.15% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Unused line fee | 0.25% | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Credit facility borrowing capacity | $ 10,000,000 | ||
Credit facility term | 5 years | ||
Term Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Credit facility borrowing capacity | $ 50,000,000 | ||
Credit facility term | 15 years | ||
2015 Term Loan | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.24% | 5.24% | |
Carrying value of outstanding debt | $ 11,520,000 | $ 12,160,000 | |
2015 Term Loan | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Revolving Credit Facility | $ 0 | $ 0 | |
Credit facility borrowing capacity | $ 60,000,000 | ||
2017 Term Loan | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.39% | 5.39% | |
Carrying value of outstanding debt | $ 7,375,000 | $ 7,875,000 |
Debt (Summary of Debt Maturity)
Debt (Summary of Debt Maturity) (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Principal due in 2023 | $ 1,140 |
Principal due in 2024 | 1,140 |
Principal due in 2025 | 1,140 |
Principal due in 2026 | 1,140 |
Principal due in 2027 | 1,140 |
Principal due thereafter | 13,195 |
Total | $ 18,895 |
Stockholders_ Equity and Stoc_3
Stockholders’ Equity and Stock-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 8 Months Ended | 12 Months Ended | |||||||
Nov. 16, 2022 USD ($) $ / shares shares | May 24, 2021 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) tranche shares | Jul. 31, 2021 increment shares | Dec. 31, 2019 shares | Nov. 14, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Jul. 31, 2022 shares | Feb. 28, 2013 shares | |
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Repurchased common stock (in shares) | 719,291 | 1,075,973 | ||||||||
Purchase price (in dollars per share) | $ / shares | $ 8.65 | $ 6.48 | ||||||||
Repurchase of common stock | $ | $ 6,200 | $ 6,993 | $ 6,240 | |||||||
Preferred shares, authorized (in shares) | 15,000,000 | |||||||||
Preferred shares, issued (in shares) | 0 | |||||||||
Shares issued (in shares) | 500,000 | |||||||||
Stock-based compensation expense not yet recognized | $ | $ 1,483 | |||||||||
December 2019 Grants | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Shares issued (in shares) | 89,000 | |||||||||
Award vesting period (in years) | 5 years | |||||||||
Award expiration period (in years) | 7 years | |||||||||
July 2021 Grants | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Shares issued (in shares) | 233,000 | |||||||||
Award expiration period (in years) | 7 years | |||||||||
Number of vesting tranches | increment | 4 | |||||||||
March 2022 Grants | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Shares issued (in shares) | 500,000 | |||||||||
Award expiration period (in years) | 10 years | |||||||||
Number of vesting tranches | tranche | 4 | |||||||||
Stock Options | 2013 plan | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Stock options or other common stock based awards available for grant (in shares) | 1,000,000 | |||||||||
Stock Options | 2022 Plan | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Stock options or other common stock based awards available for grant (in shares) | 678,000 | |||||||||
2022 Repurchase Program | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Repurchased common stock (in shares) | 275,973 | |||||||||
Purchase price (in dollars per share) | $ / shares | $ 7.14 | |||||||||
Repurchase of common stock | $ | $ 2,000 | |||||||||
Share repurchase program amount authorized | $ | $ 4,000 | |||||||||
2022 Block Repurchase Program | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Repurchased common stock (in shares) | 800,000 | |||||||||
Purchase price (in dollars per share) | $ / shares | $ 6.25 | |||||||||
Repurchase of common stock | $ | $ 5,000 |
Stockholders' Equity and Stock-
Stockholders' Equity and Stock-Based Compensation (Grant Date Fair Value of the Awards) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Jul. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2022 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Shares issued (in shares) | 500,000 | |||
Stock price (in dollars per share) | $ 7.92 | |||
December 2019 Grants | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Shares issued (in shares) | 89,000 | |||
Expected term (in years) | 5 years | |||
Expected dividend yield (as a percent) | 0% | |||
Risk-free interest rate (as a percent) | 1.60% | |||
Expected Stock price volatility (as a percent) | 22% | |||
Stock price (in dollars per share) | 6.90 | |||
Weighted-average grant date fair value (in dollars per share) | $ 1.58 | |||
Grant date fair value (in thousands) | $ 141 | |||
July 2021 Grants | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Shares issued (in shares) | 233,000 | |||
Expected term (in years) | 4 years 9 months | |||
Expected dividend yield (as a percent) | 0% | |||
Risk-free interest rate (as a percent) | 0.76% | |||
Expected Stock price volatility (as a percent) | 31% | |||
Stock price (in dollars per share) | 8.88 | |||
Weighted-average grant date fair value (in dollars per share) | $ 2.47 | |||
Grant date fair value (in thousands) | $ 575 | |||
March 2022 Grants | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Shares issued (in shares) | 500,000 | |||
Expected dividend yield (as a percent) | 0% | |||
Risk-free interest rate (as a percent) | 2.01% | |||
Stock price (in dollars per share) | $ 7.50 | |||
Weighted-average grant date fair value (in dollars per share) | $ 2.66 | |||
Grant date fair value (in thousands) | $ 1,331 | |||
March 2022 Grants | Minimum | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Expected term (in years) | 6 years 10 months 24 days | |||
Expected Stock price volatility (as a percent) | 27% | |||
March 2022 Grants | Maximum | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Expected term (in years) | 8 years 4 months 24 days | |||
Expected Stock price volatility (as a percent) | 28% |
Stockholders_ Equity and Stoc_4
Stockholders’ Equity and Stock-Based Compensation (Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Option Activity | ||
Outstanding at beginning of year (in shares) | 322,000 | |
Granted (in shares) | 500,000 | |
Exercised (in shares) | 0 | |
Forfeited or expired (in shares) | 0 | |
Outstanding at end of year (in shares) | 822,000 | 322,000 |
Vested or expected to vest (in shares) | 822,000 | |
Exercisable (in shares) | 111,650 | |
Weighted-Average Exercise Price | ||
Options outstanding at beginning of year (in dollars per share) | $ 8.32 | |
Granted (in dollars per share) | 7.50 | |
Exercised (in dollars per share) | 0 | |
Forfeited or expired (in dollars per share) | 0 | |
Options outstanding at end of year (in dollars per share) | 7.82 | $ 8.32 |
Vested or expected to vest (in dollars per share) | 7.82 | |
Exercisable (in dollars per share) | $ 7.92 | |
Additional Disclosures | ||
Stock-based compensation expense | $ 364 | $ 169 |
Income tax benefit | (95) | (14) |
Total fair value of options vested during the year | 172 | 28 |
Total intrinsic value of options outstanding at end of year | 0 | 123 |
Total intrinsic value of options exercisable at end of year | $ 0 | $ 49 |
Total weighted-average remaining vesting period in years | 3 years 9 months 25 days | 2 years 11 months 26 days |
Total weighted-average remaining contractual life period in years (options outstanding) | 7 years 6 months 29 days | 6 years 29 days |
Total weighted-average remaining contractual life period in years (options exercisable) | 4 years 9 months 3 days | 4 years 11 months 1 day |
Income Taxes (Provision (Benefi
Income Taxes (Provision (Benefit) For Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
State income tax provision | ||
Current | $ 10 | $ 28 |
Deferred | 49 | 356 |
Total state income tax provision | 59 | 384 |
Federal income tax provision (benefit) | ||
Current | 0 | 0 |
Deferred | 322 | (98) |
Total federal income tax provision (benefit) | 322 | (98) |
Total income tax provision | $ 381 | $ 286 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | Dec. 31, 2022 USD ($) |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits | $ 0 |
Income Taxes (Principal Compone
Income Taxes (Principal Components Of Deferred Taxes) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax asset | ||
Federal NOL carryforward | $ 4,725 | $ 4,682 |
California NOL carryforward | 1,904 | 1,950 |
Inventory | 599 | 80 |
Accrued vacation | 219 | 199 |
Equity compensation plan | 151 | 53 |
Disallowed section 163(j) interest | 116 | 0 |
California alternative minimum tax credit | 107 | 107 |
Other | 191 | 162 |
Total deferred tax asset | 8,012 | 7,233 |
Deferred tax liability | ||
Property and equipment | (7,202) | (6,506) |
Intangible assets and goodwill | (1,693) | (1,475) |
Other | (217) | 0 |
Total deferred tax liability | (9,112) | (7,981) |
Net deferred tax liability, non-current | $ (1,100) | $ (748) |
Income Taxes (Summary of Operat
Income Taxes (Summary of Operating Loss Carryforwards) (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Carried forward indefinitely | $ 22,499 |
State | |
Operating Loss Carryforwards [Line Items] | |
2028-2044 | $ 27,616 |
Income Taxes (Summary of Effect
Income Taxes (Summary of Effective Income Tax Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Expected federal income tax expense | $ 306 | $ 725 |
State income tax expense | 57 | 386 |
Non-taxable income from PPP loan forgiveness | 0 | (811) |
Other, net | 18 | (14) |
Total income tax provision | $ 381 | $ 286 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Percentage of participant’s compensation deferred (in percent) | 1% | |
Total company contributions | $ 0.5 | $ 0.3 |
Minimum | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Percentage of employer match (percent) | 50% | |
Percentage of participant’s compensation deferred (in percent) | 1% | |
Maximum | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Percentage of employer match (percent) | 100% | |
Percentage of participant’s compensation deferred (in percent) | 6% |
Business Segment Information (N
Business Segment Information (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of operating segments (in segments) | 2 |
Business Segment Information (S
Business Segment Information (Summary of Segment Reporting) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 74,244 | $ 68,918 |
Cost of sales | 41,453 | 38,865 |
Gross profit | 32,791 | 30,053 |
Sales and marketing | 17,414 | 15,658 |
General and administrative | 13,102 | 13,122 |
Total operating expenses | 30,516 | 28,780 |
Net loss on disposal of property and equipment | 306 | 1,029 |
Income from operations | 1,969 | 244 |
Operating Segments | Wholesale | ||
Segment Reporting Information [Line Items] | ||
Net sales | 41,042 | 37,049 |
Cost of sales | 26,819 | 24,004 |
Gross profit | 14,223 | 13,045 |
Sales and marketing | 6,229 | 5,627 |
General and administrative | 0 | 0 |
Total operating expenses | 6,229 | 5,627 |
Net loss on disposal of property and equipment | 0 | 71 |
Income from operations | 7,994 | 7,347 |
Operating Segments | Direct to Consumer | ||
Segment Reporting Information [Line Items] | ||
Net sales | 28,882 | 28,201 |
Cost of sales | 10,038 | 10,091 |
Gross profit | 18,844 | 18,110 |
Sales and marketing | 7,355 | 6,539 |
General and administrative | 0 | 0 |
Total operating expenses | 7,355 | 6,539 |
Net loss on disposal of property and equipment | 0 | 191 |
Income from operations | 11,489 | 11,380 |
Corporate and reconciling items | ||
Segment Reporting Information [Line Items] | ||
Net sales | 4,320 | 3,668 |
Cost of sales | 4,596 | 4,770 |
Gross profit | (276) | (1,102) |
Sales and marketing | 3,830 | 3,492 |
General and administrative | 13,102 | 13,122 |
Total operating expenses | 16,932 | 16,614 |
Net loss on disposal of property and equipment | 306 | 767 |
Income from operations | $ (17,514) | $ (18,483) |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Leased Assets [Line Items] | ||
Contractual obligation | $ 9.8 | |
Amounts purchased under agreements | 10.2 | $ 7.4 |
Insurance proceeds | 0.8 | |
Related Party | ||
Operating Leased Assets [Line Items] | ||
Contractual obligation | 0.2 | |
Amounts purchased under agreements | $ 0.5 | $ 0.4 |
Minimum | ||
Operating Leased Assets [Line Items] | ||
Contract period | 1 year | |
Maximum | ||
Operating Leased Assets [Line Items] | ||
Contract period | 10 years |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income | $ 1,077 | $ 3,165 |
Common shares: | ||
Weighted-average number of common shares outstanding - basic (in shares) | 22,294 | 22,806 |
Dilutive effect of stock options outstanding (in shares) | 0 | 1 |
Weighted-average number of common shares outstanding - diluted (in shares) | 22,294 | 22,807 |
Earnings per share: | ||
Basic (in dollars per share) | $ 0.05 | $ 0.14 |
Diluted (in dollars per share) | $ 0.05 | $ 0.14 |
Stock Options | ||
Earnings per share: | ||
Antidilutive stock options (in shares) | 726 | 114 |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended | |
Mar. 01, 2023 tranche $ / shares shares | Dec. 31, 2022 shares | |
Subsequent Event [Line Items] | ||
Shares issued (in shares) | 500,000 | |
Subsequent Event | Crimson Wine Group, Ltd. 2022 Omnibus Incentive Plan | ||
Subsequent Event [Line Items] | ||
Number of vesting tranches | tranche | 5 | |
Shares issued (in shares) | 500,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Exercise Price | $ / shares | $ 5.95 |