Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2021 | Feb. 01, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | VINTAGE WINE ESTATES, INC. | |
Entity Central Index Key | 0001834045 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 61,691,054 | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 87-1005902 | |
Entity Address Address Line One | 937 Tahoe Boulevard | |
Entity File Number | 001-40016 | |
Entity Address Address Line Two | Suite 210 | |
Entity Address City Or Town | Incline Village | |
Entity Address State Or Province | NV | |
Entity Address Postal Zip Code | 89451 | |
City Area Code | 877 | |
Local Phone Number | 289-9463 | |
Document Transition Report | false | |
Class A common stock | ||
Document Information [Line Items] | ||
Security12b Title | Class A common stock, $0.00 par value | |
Trading Symbol | VWE | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information [Line Items] | ||
Security12b Title | Warrants to purchase common stock | |
Trading Symbol | VWEWW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Current assets: | ||
Cash | $ 75,145 | $ 118,879 |
Restricted cash | 6,600 | 4,800 |
Accounts receivable, net | 25,815 | 14,639 |
Other receivables | 18,740 | 14,044 |
Inventories | 222,341 | 221,145 |
Prepaid expenses and other current assets | 16,066 | 8,538 |
Total current assets | 364,707 | 382,045 |
Property, plant, and equipment, net | 221,139 | 213,673 |
Goodwill | 148,211 | 109,895 |
Intangible assets, net | 60,265 | 36,079 |
Other assets | 4,140 | 1,806 |
Total assets | 798,462 | 743,498 |
Current liabilities | ||
Line of credit | 125,152 | 87,351 |
Accounts payable | 19,063 | 17,301 |
Accrued liabilities and other payables | 28,971 | 25,078 |
Current maturities of long-term debt | 24,321 | 22,964 |
Total current liabilities | 197,507 | 152,694 |
Other long-term liabilities | 11,428 | 2,767 |
Long-term debt, less current maturities | 177,460 | 183,541 |
Interest rate swap liabilities | 9,778 | 13,807 |
Deferred tax liability | 17,688 | 16,752 |
Deferred gain | 11,333 | 12,000 |
Total liabilities | 425,194 | 381,561 |
Commitments and contingencies (Note 13) | ||
Redeemable noncontrolling interest | 1,690 | 1,682 |
Stockholders' equity | ||
Preferred stock, no par value, 200,000,000 shares authorized, and none issued and outstanding at September 30, 2021 and June 30, 2021, respectively. | 0 | 0 |
Common stock, no par value, 200,000,000 shares authorized, 60,461,611 and 60,461,611 issued and outstanding at September 30, 2021 and June 30, 2021, respectively. | 0 | 0 |
Additional paid-in capital | 360,732 | 360,732 |
Retained earnings | 11,396 | 0 |
Total Vintage Wine Estates, Inc. stockholders' equity | 372,128 | 360,732 |
Noncontrolling interests | (550) | (477) |
Total stockholders' equity | 371,578 | 360,255 |
Total liabilities, redeemable noncontrolling interest, and stockholders' equity | $ 798,462 | $ 743,498 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2021 | Jun. 30, 2021 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ / shares | $ 0 | $ 0 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ / shares | $ 0 | $ 0 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 60,461,611 | 60,461,611 |
Common stock, shares outstanding | 60,461,611 | 60,461,611 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net revenues | ||||
Net revenues | $ 83,611 | $ 62,977 | $ 139,298 | $ 116,812 |
Cost of revenues | ||||
Cost of revenues | 45,148 | 39,506 | 77,398 | 70,811 |
Gross profit | 38,463 | 23,471 | 61,900 | 46,001 |
Selling, general, and administrative expenses | 25,993 | 18,233 | 43,627 | 32,554 |
(Gain) on sale of property, plant, and equipment | 251 | 1,321 | 591 | 1,677 |
Gain on litigation proceeds | 0 | 4,750 | 0 | 4,750 |
Income from operations | 12,721 | 11,309 | 18,864 | 19,874 |
Other income (expense) | ||||
Interest expense | (3,493) | (1,950) | (7,096) | (5,332) |
Net unrealized gain on interest rate swap agreements | 2,636 | 1,777 | 4,029 | 2,623 |
Other, net | (51) | 167 | (12) | 356 |
Total other income (expense), net | (908) | (6) | (3,079) | (2,353) |
Income before provision for income taxes | 11,813 | 11,303 | 15,785 | 17,521 |
Income tax provision | 3,261 | 2,028 | 4,454 | 2,884 |
Net income | 8,552 | 9,275 | 11,331 | 14,637 |
Net income (loss) attributable to the noncontrolling interests | (40) | (13) | (65) | 291 |
Net income attributable to Vintage Wine Estates, Inc. | 8,592 | 9,288 | 11,396 | 14,346 |
Accretion on redeemable Series B stock | 0 | 1,478 | 0 | 3,314 |
Net income allocable to common stockholders | $ 8,592 | $ 7,810 | $ 11,396 | $ 11,032 |
Net earnings per share allocable to common stockholders | ||||
Basic | $ 0.14 | $ 0.30 | $ 0.19 | $ 0.42 |
Diluted | $ 0.14 | $ 0.27 | $ 0.19 | $ 0.39 |
Weighted average shares used in the calculation of earnings per share allocable to common stockholders | ||||
Basic | 60,461,611 | 21,920,583 | 60,461,611 | 21,920,583 |
Diluted | 60,461,611 | 24,516,984 | 60,461,611 | 24,493,615 |
Wine Spirits and Cider [Member] | ||||
Net revenues | ||||
Net revenues | $ 70,146 | $ 52,084 | $ 106,433 | $ 94,847 |
Cost of revenues | ||||
Cost of revenues | 39,076 | 33,213 | 59,664 | 58,618 |
Nonwine | ||||
Net revenues | ||||
Net revenues | 13,465 | 10,893 | 32,865 | 21,965 |
Cost of revenues | ||||
Cost of revenues | $ 6,072 | $ 6,293 | $ 17,734 | $ 12,193 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Non-Controlling Interests | Redeemable Non controlling Interest |
BEGINNING BALANCE at Jun. 30, 2020 | $ 107,736 | $ 0 | $ 92,940 | $ 15,191 | $ (395) | |
BEGINNING BALANCE (in Shares) at Jun. 30, 2020 | 26,460,375 | |||||
Redeemable Non-Controlling Interest Beginning Balance at Jun. 30, 2020 | $ 1,382 | |||||
Accretion on redeemable stock | (5,880) | 5,880 | ||||
Stock-based compensation expense | 330 | 330 | ||||
Temporary equity, Net income (loss) | 278 | |||||
Net income (loss) | 5,084 | 5,058 | 26 | |||
Redeemable Non-Controlling Interest Ending Balance at Sep. 30, 2020 | 1,660 | |||||
ENDING BALANCE at Sep. 30, 2020 | 113,150 | $ 0 | 99,150 | 14,369 | (369) | |
ENDING BALANCE (in Shares) at Sep. 30, 2020 | 26,460,375 | |||||
Accretion on redeemable stock | (5,376) | 5,376 | ||||
Stock-based compensation expense | 128 | 128 | ||||
Temporary equity, Net income (loss) | 2 | |||||
Net income (loss) | 9,249 | 9,289 | (40) | |||
Redeemable Non-Controlling Interest Ending Balance at Dec. 31, 2020 | 1,662 | |||||
ENDING BALANCE at Dec. 31, 2020 | 122,527 | $ 0 | 104,654 | 18,282 | (409) | |
ENDING BALANCE (in Shares) at Dec. 31, 2020 | 26,460,375 | |||||
BEGINNING BALANCE at Jun. 30, 2021 | 360,255 | $ 0 | 360,732 | 0 | (477) | |
BEGINNING BALANCE (in Shares) at Jun. 30, 2021 | 60,461,611 | |||||
Redeemable Non-Controlling Interest Beginning Balance at Jun. 30, 2021 | 1,682 | 1,682 | ||||
Temporary equity, Net income (loss) | 3 | |||||
Net income (loss) | 2,776 | 2,804 | (28) | |||
Redeemable Non-Controlling Interest Ending Balance at Sep. 30, 2021 | 1,685 | |||||
ENDING BALANCE at Sep. 30, 2021 | 363,031 | $ 0 | 360,732 | 2,804 | (505) | |
ENDING BALANCE (in Shares) at Sep. 30, 2021 | 60,461,611 | |||||
Temporary equity, Net income (loss) | 5 | |||||
Net income (loss) | 8,547 | 8,592 | (45) | |||
Redeemable Non-Controlling Interest Ending Balance at Dec. 31, 2021 | 1,690 | $ 1,690 | ||||
ENDING BALANCE at Dec. 31, 2021 | $ 371,578 | $ 0 | $ 360,732 | $ 11,396 | $ (550) | |
ENDING BALANCE (in Shares) at Dec. 31, 2021 | 60,461,611 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net income | $ 11,331 | $ 14,637 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 9,670 | 5,328 |
Amortization of deferred loan fees and line of credit fees | 199 | 238 |
Amortization of label design fees | 241 | 215 |
Litigation proceeds | 0 | (4,750) |
Stock-based compensation expense | 0 | 458 |
Provision for doubtful accounts | 75 | 30 |
Impairment of inventory | 0 | 3,302 |
Net unrealized gain on interest rate swap agreements | (4,029) | (2,623) |
(Benefit) provision for deferred income tax | (6,030) | 0 |
Gain (loss) on disposition of assets | 76 | (1,010) |
Deferred gain on sale leaseback | (667) | (667) |
Deferred rent | 238 | 250 |
Change in operating assets and liabilities (net of effect of business combinations): | ||
Accounts receivable | (11,251) | 629 |
Related party receivables | 0 | (28) |
Other receivables | (4,696) | 238 |
Litigation receivable | 0 | 4,750 |
Inventories | 2,656 | (4,847) |
Prepaid expenses and other current assets | (7,528) | (6,375) |
Other assets | (2,491) | 906 |
Accounts payable | (2,167) | 14,531 |
Accrued liabilities and other payables | 8,899 | 11,118 |
Related party liabilities | 0 | (1,196) |
Net cash (used in) provided by operating activities | (5,474) | 35,190 |
Cash flows from investing activities | ||
Proceeds from disposition of assets | 6 | 976 |
Purchases of property, plant, and equipment | (11,278) | (19,743) |
Label design expenditures | (149) | (339) |
Acquisition of businesses | (61,768) | 0 |
Net cash used in investing activities | (73,189) | (19,106) |
Cash flows from financing activities | ||
Principal payments on line of credit | (36,964) | (15,700) |
Proceeds from line of credit | 74,765 | 3,600 |
Outstanding checks in excess of cash | 3,929 | (4,010) |
Principal payments on long-term debt | (4,856) | (5,431) |
Proceeds from long-term debt | 0 | 6,548 |
Payments on acquisition payable | (145) | (173) |
Net cash provided by financing activities | 36,729 | (15,166) |
Net change in cash and restricted cash | (41,934) | 918 |
Cash and restricted cash, beginning of period | 123,679 | 123,679 |
Cash and restricted cash, end of period | 81,745 | 2,669 |
Cash paid during the period for: | ||
Interest | 6,146 | 2,280 |
Income taxes | 189 | 4 |
Noncash investing and financing activities: | ||
Contingent consideration in a business combination | 3,560 | |
Accretion of redemption value of Series B redeemable cumulative stock | 0 | 3,314 |
Accretion of redemption value of Series A redeemable stock | 0 | 7,943 |
Offering costs | $ 0 | $ 178 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Significant Accounting Policies | 1 . Basis of Presentation and Si gnificant Accounting Policies Basis of Presentation The condensed consolidated financial statements include the accounts of all majority-owned or controlled subsidiaries, and all significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively. References to the "Company", "we," "our," "us," and similar pronouns in the Quarterly Report on Form 10-Q for the quarter ended December 31, 2021 (this "Form 10-Q") refer to Vintage Wine Estates, Inc., a Nevada corporation, and its majority owned subsidiaries or controlled subsidiaries unless the context requires otherwise. Our fiscal year ends on June 30. References to fiscal 2022 and 2021 in these condensed consolidated financial statements are to the fiscal years ending or ended June 30, 2022 and June 30, 2021, respectively. Our unaudited condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission ("SEC") instructions to Quarterly Reports on Form 10-Q and include the information and disclosures required by accounting principles generally accepted in the United States ("GAAP") for interim financial reporting. The COVID-19 pandemic ("COVID-19") continues to affect the U.S. and global economies. Restrictions imposed by federal, state, and local governments have disrupted and will continue to disrupt our business. While many of the restrictions have expired, some are continuing and others are being reimplemented as COVID-19 continues to spread. We expect the COVID-19 pandemic to have a minimal impact on sales revenues, as we believe we are well-positioned to take advantage of increased direct-to-consumer sales platforms in lieu of in-person transactions. In the opinion of management, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included. Except as disclosed elsewhere in this Form 10-Q, all such adjustments are of a normal and recurring nature. In addition, financial results presented for this fiscal 2022 interim period are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2022 or any other future interim or annual period. These condensed consolidated financial statements are unaudited and accordingly, should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for fiscal year ended June 30, 2021, filed with the SEC on October 13, 2021. The June 30, 2021 condensed consolidated balance sheet was derived from the audited consolidated financial statements as of that date. Merger and Reverse Recapitalization We were formed in 2019 as Bespoke Capital Acquisition Corp. (“BCAC”), a special purpose acquisition company incorporated under the laws of the Province of British Columbia. BCAC was organized for the purpose of effecting an acquisition of one or more businesses or assets by way of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or any other similar business combination involving BCAC. On June 7, 2021, BCAC completed its business combination (the "Merger") with Vintage Wine Estates, Inc., a California corporation ("Legacy VWE") pursuant to a transaction agreement dated February 3, 2021 (as amended, the “Transaction Agreement”) by the merger of VWE Acquisition Sub Inc., a wholly owned subsidiary of BCAC (“merger sub”) with and into Legacy VWE, with Legacy VWE continuing as the surviving entity and as a wholly owned subsidiary of BCAC. In connection with the Merger, BCAC changed its jurisdiction of incorporation from the Province of British Columbia to the State of Nevada and BCAC changed its name to Vintage Wine Estates, Inc. Upon the consummation of the Merger, the Company received approximately $ 248.7 million, net of fees and expenses. See Note 2 for additional details regarding the transaction. Significant Accounting Policies A description of the Company’s significant accounting policies is included in the audited financial statements within its Annual Report on Form 10-K for the fiscal year ended June 30, 2021. Except as noted below, there have been no material changes in the Company’s significant accounting policies during the six months ended December 31, 2021. Use of Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Significant estimates include, but are not limited, to depletion allowance, allowance for doubtful accounts, the net realizable value of inventory, expected future cash flows including growth rates, discount rates, and other assumptions and estimates used to evaluate the recoverability of long-lived assets, estimated fair values of intangible assets in acquisitions, intangible assets and goodwill for impairment, amortization methods and periods, amortization period of label and package design costs, the estimated fair value of long-term debt, the valuation of interest rate swaps, contingent consideration, common stock, stock-based compensation and accounting for income taxes. Actual results could differ materially from those estimates. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Specifically, we reclassified accrued trade commissions to other accrued expenses. Cash Cash consists of deposits held at financial institutions. Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet that sums to the total of the same such amounts as shown in the condensed consolidated statement of cash flows: (in thousands) December 31, 2021 June 30, 2021 Cash and cash equivalents $ 75,145 $ 118,879 Restricted cash 6,600 4,800 Total cash, cash equivalents and restricted cash as shown in the condensed consolidated statement of cash flows $ 81,745 $ 123,679 Restricted cash consists of $ 4.8 million that was deposited into a restricted cash account as collateral for the credit facility, subject to release upon the completion of certain construction costs and $ 1.8 million that was deposited into a restricted cash account as collateral for our captive insurance letter of credit. I nterest Rate Swap Agreements GAAP requires that an entity recognize all derivatives (including interest rate swaps) as either assets or liabilities on the consolidated balance sheets and measure these instruments at fair value. The Company has entered into interest rate swap agreements as a means of managing its interest rate exposure on its debt obligations. These agreements mitigate our exposure to interest rate fluctuations on our variable rate obligations. We have not designated these agreements as cash-flow hedges. Accordingly, changes in the fair value of the interest rate swaps are included in the condensed consolidated statements of operations as a component of other income (expense). We do not enter into financial instruments for trading or speculative purposes. Revenue Recognition Point in Time —Revenue is recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We recognize revenue when obligations under the terms of a contract with our customers are satisfied. Generally, this occurs when the product is shipped and title passes to the customer, and when control of the promised product or service is transferred to the customer. Our standard terms are free on board (“FOB”) shipping point, with no customer acceptance provisions. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. We account for shipping and handling as activities to fulfill our promise to transfer the associated products. Accordingly, we record amounts billed for shipping and handling costs as a component of net sales and classify such costs as a component of costs of sales. Our products are generally not sold with a right of return unless the product is spoiled or damaged. Historically, returns have not been significant to the Company. Over Time —Certain long-term contracts at our Business-to-Business ("B2B") segment are for custom wine making services and include services such as fermentation, barrel aging, procurement of dry goods, bottling and cased goods. Additionally, we provide storage services for wine inventory of various customers. We recognize revenue over time as the contract specific performance obligations are met. Disaggregation of Revenue The following tables summarizes revenue by geographic region: Three Months Ended December 31, Six Months Ended December 31, (in thousands) 2021 2020 2021 2020 Geographic regions: United States $ 81,977 $ 61,684 $ 136,127 $ 113,866 Canada 808 982 1,312 2,202 Europe, Middle East, & Africa 229 62 641 177 Asia Pacific 382 249 837 497 Other 215 - 381 70 Total net revenue $ 83,611 $ 62,977 $ 139,298 $ 116,812 The following table provides a disaggregation of revenue based on the pattern of revenue recognition: Three Months Ended December 31, Six Months Ended December 31, (in thousands) 2021 2020 2021 2020 Point in time $ 68,124 $ 53,642 $ 114,946 $ 99,043 Over a period of time 15,487 9,335 24,352 17,769 Total net revenue $ 83,611 $ 62,977 $ 139,298 $ 116,812 Concentrations of Risk Financial instruments that potentially expose us to significant concentrations of credit risk consist primarily of cash and trade accounts receivable. We maintain the majority of our cash balances at multiple financial institutions that management believes are of high-credit quality and financially stable. At times, we have cash deposited with major financial institutions in excess of the Federal Deposit Insurance Corporation ("FDIC") insurance limits. At December 31, 2021 and June 30, 2021, we had $ 80.9 million and $ 121.6 million respectively, in one major financial institution in excess of FDIC insurance limits. We sell the majority of our wine through U.S. distributors and the direct-to-consumer channel. Receivables arising from these sales are not collateralized. We attempt to limit our credit risk by performing ongoing credit evaluations of our customers and maintaining adequate allowances for potential credit losses. The following table summarizes customer concentration: Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Revenue as a percent of total revenue Customer A 15.9 % 41.0 % 19.8 % 39.0 % Customer B * 13.0 % 10.2 % 16.0 % Customer C 13.1 % * 11.4 % * Customer D * * * * The following table summarizes customer concentration: December 31, 2021 June 30, 2021 Receivables as a percent of total receivables Customer A 34.4 % 35.0 % Customer B 10.9 % 21.0 % Customer C * * Customer D * 10.4 % * Customer revenue or receivables did not exceed 10% in the respective periods. Revenues for sales from Customer A are included within the Wholesale and Business-to-Business reporting segments, Customer B are included within the Business-to-Business reporting segments, and Customer C and Customer D are included within the Wholesale reporting segment. Inventories Inventories of bulk and bottled wines and spirits, and inventories of non-wine products and bottling and packaging supplies are valued at the lower of cost using the FIFO method or net realizable value. Costs associated with winemaking, and other costs associated with the manufacturing of products for resale, are recorded as inventory. Net realizable value is the value of an asset that can be realized upon the sale of the asset, less a reasonable estimate of the costs associated with either the eventual sale or the disposal of the asset in question. Inventories are classified as current assets in accordance with recognized industry practice, although most wines and spirits are aged for periods longer than one year. Business Combinations Business combinations are accounted for under Accounting Standards Codification (“ASC”) 805—Business Combinations using the acquisition method of accounting under which all acquired tangible and identifiable intangible assets and assumed liabilities and applicable noncontrolling interests are recognized at fair value as of the respective acquisition date, while the costs associated with the acquisition of a business are expensed as incurred. The allocation of purchase consideration requires management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates can include, but are not limited to, a market participant’s expectation of future cash flows from acquired customers, acquired trade names, useful lives of acquired assets, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from such estimates. During the measurement period, which is generally no longer than one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. Upon the conclusion of the measurement period, any subsequent adjustments are recognized in operations. Segment Information We operate in three reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker (“CODM”), our Chief Executive Officer, allocates resources and assesses performance based upon discrete financial information at the segment level. Income Taxes Deferred income taxes are determined using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the expected recognition of a deferred income tax asset is considered to be unlikely. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement. We recognize interest and penalties related to income tax matters as a component of income tax expense. Earnout Shares The Legacy VWE shareholders may become entitled to receive up to an additional 5,726,864 shares of the Company’s common stock (the “Earnout Shares”) pursuant to the Transaction Agreement. The Earnout Shares will be released if the price of our common stock meets certain thresholds in the 24 months following the closing of the Merger (see Note 2). The Earnout Shares meet the accounting definition of a derivative financial instrument, are considered to be indexed to the Company’s common stock and meet other conditions in ASC 815-40, Derivatives and Hedging: Contracts in Entity's Own Equity , to be classified as equity. The Company’s obligation to issue the Earnout Shares is recorded as a dividend to the Legacy VWE shareholders at fair value as of the date of the Merger. The fair value of the Earnout Shares was determined using a Monte Carlo valuation model, which requires significant estimates including the expected volatility of our common stock. The expected annual volatility of our common stock was estimated to be 55.0 % as of the date of the Merger, based on the historical volatility of comparable publicly traded companies. Redeemable Series A and Series B Stock Prior to the Merger, Legacy VWE had Series A and B stock outstanding. All of the Series B stock and the majority of the Series A stock was classified as temporary equity due to the shares being redeemable at the option of the holder. The carrying value of the redeemable Series A stock and redeemable Series B stock was being accreted to their respective redemption values, using the effective interest method, from the date of issuance to the earliest date the holders can demand redemption. Accretion of redeemable Series B stock included the accretion of dividends and issuance costs. Increases to the carrying value of redeemable Series A stock and redeemable Series B stock were charged to retained earnings or, in its absence, to additional paid-in-capital. Up on any repurchase of redeemable stock, the excess consideration paid over the carrying value at the time of repurchase is accounted for as a deemed dividend to the stockholders. In conjunction with the closing of the Merger, a majority of the redeemable Series B stock was redeemed and the remaining redeemable Series B shares, along with all redeemable Series A shares, were converted into shares of the Company's common stock. All Series A and Series B shares which were converted into shares of the Company's common stock were retroactively adjusted using the exchange ratio and reclassified into permanent equity as a result of the Merger. Earnings Per Share Basic and diluted net income (loss) per share allocable to common stockholders is presented in conformity with the two-class method required for participating securities. We considered our Series B stock to be participating securities as, in the event a dividend is paid on Series A stock, the holders of Series B stock would be entitled to receive dividends on a basis consistent with the Series A stockholders. The two-class method determines net income per share for each class of common and participating securities according to dividends declared or accumulated as well as participation rights in undistributed earnings. The two-class method requires income available to stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Legacy VWE’s redeemable Series B stock was considered to be a participating security. Under the two-class method, any net loss attributable to common stockholders is not allocated to the Series B stock as the holders of the Series B stock did not have a contractual obligation to share in losses. Basic net income (loss) per share is calculated by dividing the net income (loss) allocable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For purposes of the calculation of diluted net income (loss) per share, convertible debt (previously convertible into Legacy VWE Series A stock) and stock options and warrants to purchase common stock are considered potentially dilutive securities but are excluded from the calculation of diluted net income (loss) per share when their effect is antidilutive. As a result, in certain periods, diluted net loss per share is the same as the basic net loss per share for the periods presented. The computation of net income (loss) available to Series A stockholders is computed by deducting the dividends declared, if any, and cumulative dividends, whether or not declared, in the period on Series B stock (whether paid or not) from the reported net income (loss). As the Merger has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of Legacy VWE’s consolidated financial statements, with the Legacy VWE Equity, which has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, BCAC. As a result, net income (loss) per share was also restated for periods ended prior to the Merger. Self-Insurance On September 9, 2021, the Company formed VWE Captive, LLC, a wholly-owned captive insurance company ("Captive"), which became operational on October 1, 2021. The Company formed Captive to self-insure the first $ 10.0 million of claims, above which limit, Captive has secured insurance. The insurance policy protects us against a portion of our risk of loss related to earthquakes, flood and named wildfires and windstorms. Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. Recently Adopted Accounting Pronouncements In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, to simplify the accounting for transitioning from the London Interbank Offered Rate, and other interbank offered rates expected to be discontinued, to alternative reference rates. The guidance in this ASU was effective upon its issuance; if elected, it is to be applied prospectively through December 31, 2022. The impact this ASU will have on our condensed consolidated financial statements will not be known until we have a modification to our financial instruments converting from LIBOR to another interest rate. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (“Topic 842”), which supersedes the guidance in ASC 840, Leases . The new standard, as amended by subsequent ASUs on Topic 842 and recent extensions issued by the FASB in response to COVID-19, requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases t oday. Topic 842 will be effective for the Company for fiscal year ending June 30, 2023 and for interim periods in the year beginning July 1, 2022. We have not yet determined the full effects of Topic 842 on the Company's consolidated financial statements but do expect that it will result in a substantial increase in our long-term assets and liabilities and enhanced disclosures. Based on our initial assessment, we plan to be using the modified retrospective approach and electing the package of transition practical expedients for expired or existing contracts, which retains prior conclusions reached on lease identification, classification, and initial direct costs incurred. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The adoption of this guidance will at least result in the recognition of operating lease right-of-use assets and operating lease liabilities in our vineyard leases with a weighted-average remaining lease term of less than 10 years upon the adoption on July 1, 2022. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , as amended, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in more timely recognition of credit losses. The guidance is effective for the Company for fiscal year ending on June 30, 2024 and interim periods beginning for the fiscal year commencing on July 1, 2023. Early adoption is permitted. We do not expect the adoption of this standard will have a significant impact on the consolidated financial statements given our historically low bad debt expense. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . The amendments in the updated guidance simplify the accounting for income taxes by removing certain exceptions and improving consistent application of other areas of the topic by clarifying the guidanc e. The amendments in this update are effective for the Company for fiscal year ending June 30, 2023 and interim periods within the fiscal years beginning after December 15, 2022. Early adoption is permitted. We are currently evaluating the impact and timing of adopting ASU 2019-12, however at this time, the adoption is not expected to have a significant impact on the consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The amendments in the updated guidance require that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in this update are effective for the Company for fiscal years ending June 30, 2024 and for interim periods in the year beginning July 1, 2023. Early adoption is permitted including adoption at an interim period. We are currently evaluating the impact and timing of adopting ASU 2021-08, however at this time, the adoption is not expected to have a significant impact on the consolidated financial statements. |
Merger and Reverse Recapitaliza
Merger and Reverse Recapitalization | 6 Months Ended |
Dec. 31, 2021 | |
Merger And Reverse Recapitalization [Abstract] | |
Merger and Reverse Capitalization | 2 . Merg er and Reverse Recapitalization On June 7, 2021, Legacy VWE and BCAC consummated the Merger, with Legacy VWE surviving the Merger as a wholly owned subsidiary of BCAC, which was renamed Vintage Wine Estates, Inc. Immediately prior to the closing of the Merger, the Company purchased 2,889,507 shares of Series B stock from TGAM Agribusiness Fund Holdings LP for $ 32.0 million, including unpaid cumulative dividends and all remaining shares of outstanding Series B stock of Legacy VWE were converted into shares of Legacy VWE Series A common stock. Upon the consummation of the Merger, each share of Legacy VWE Series A and Series B common stock issued and outstanding was canceled and converted into the right to receive 2.85708834472042 shares (the “Exchange Ratio”) of common stock of the Company. For periods prior to the Merger, the reported share and per share amounts have been retroactively converted (“Retroactive Conversion”) by applying the Exchange Ratio. VWE Legacy shareholders were issued 26,828,256 shares of the Company’s common stock of which 1,000,002 shares were placed in escrow to cover potential adjustments to the purchase price. To satisfy the requirements of full repayment of the Company’s Paycheck Protection Program loan (the “PPP Loan”) upon a change of control, we placed into escrow $ 6.6 million in advance of the pending merger and reverse recapitalization. Funds held in escrow were released back to the Company upon receiving notification of the full forgiveness of the PPP loan prior to June 30, 2021. In September 2021, upon finalization of the purchase price, all 1,000,002 shares of the shares in escrow were released to the VWE Legacy shareholders. Upon the closing of the Merger, the Company's certificate of incorporation authorized 200,000,000 shares of common stock, no par value per share and 2,000,000 shares of preferred stock, no par value per share. As of June 7, 2021 (the "Closing Date"), there were 60,461,611 shares of the Company’s common stock issued and outstanding and warrants to purchase 26,000,000 shares of the Company’s common stock outstanding. There was no preferred stock outstanding as the Closing Date. In connection with the Merger, BCAC entered into subscription agreements (each, a “Subscription Agreement”) with two investors (each a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and BCAC agreed to sell to the Subscribers, an aggregate of 10,000,000 shares of common stock (the “PIPE Shares”), for a purchase price of $ 10 per share and an aggregate purchase price of $ 100.0 million, in a private placement pursuant to the subscription agreements (the “PIPE”). The PIPE investment closed just prior to the consummation of the Merger. The Merger is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, BCAC was treated as the “acquired” company and Legacy VWE was treated as the acquirer company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of Legacy VWE issuing stock for the net assets of BCAC, accompanied by a recapitalization. The net assets of BCAC are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of Legacy VWE. Earnout Shares The VWE Legacy shareholders are entitled to receive up to an additional 5,726,864 shares of the Company’s common stock (the “Earnout Shares”) if at any point during the Earnout Period, from June 7, 2021 to June 7, 2023, the Company's closing share price on the Nasdaq or TSX on 20 trading days out of 30 consecutive trading days: a) is at or above $15 (but below $20), 50% of the Earnout Shares will be issued; and b) is at or above $20 (i) to the extent no Earnout Shares have previously been issued, 100% of the Earnout Shares or (ii) to the extent the event Earnout Shares were previously issued, 50% of the Earnout Shares will be issued. The Earnout Shares will be adjusted to reflect any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible common shares), reorganization, recapitalization, reclassification, combination and, exchange of shares or other like change. The Earnout Shares are indexed to the Company’s equity and meet the criteria for equity classification. The fair value of the Earnout Shares, $ 32.4 million, was recorded as a dividend to additional paid in capital due to the absence of retained earnings. No Earnout Shares were issued as of December 31, 2021. |
Acquisitions
Acquisitions | 6 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acq uisitions Vinesse On October 4, 2021, the Company acquired 100 % of the members' interest in Vinesse, LLC, a California limited liability company ("Vinesse"). Vinesse is a direct-to-consumer platform company that specializes in wine clubs with over 60,000 members. Founded in 1993, Vinesse has developed a long-time following by offering boutique wines to a broader audience and making wine accessible and easy to love. The operations of Vinesse align with those of the Company, which management believes provides for expanded synergies and growth through the acquisition. The purchase price totaling $ 17.0 million was comprised of cash of $ 14.0 million, consulting fees of $ 0.2 million per year for three years totaling $ 0.6 million and a three-year earnout payable of up to $ 2.4 million. To fund the cash portion of the purchase consideration, we utilized the line of credit under the amended and restated loan and security agreement. The preliminary allocation of the consideration for the net assets acquired from the acquisition of Vinesse were as follows: (in thousands) Sources of financing Cash $ 14,000 Accrued other 600 Contingent consideration 2,400 Fair value of consideration 17,000 Assets acquired: Fixed assets 121 Inventory 2,502 Trade Names and Trademarks 1,200 Customer relationships 3,700 Deferred tax liability ( 1,323 ) Total identifiable assets acquired 6,200 Goodwill $ 10,800 The Company used the carrying value as of the Acquisition Date to value fixed assets, as we determined that they represented the fair value at the Acquisition Date. Inventory was comprised of finished goods, bulk, and raw materials. The fair value of finished goods inventory and bulk inventory was derived using projected cost of goods sold as a percentage of net revenues. Raw materials inventory was valued at its book value. The trade names and trademarks fair value was derived using the Relief-From-Royalty Method (“RFR”). Key assumptions in valuing trade names and trademarks included (i) a royalty rate of 1.8 % and (ii) discount rate of 17.5 %. Customer relationships fair value was derived using the Multiple-Period Excess Earnings Method (“MPEEM”), utilizing a discount rate of 18.0 %, and Cost Approach. Customer relationships were weighted; 50.0% using the MPEEM model and 50.0% using the Cost Approach. Transaction costs incurred in the acquisition were insignificant. ACE Cider On November 16, 2021 , the Company acquired 100 % of the capital stock of ACE Cider, the California Cider Company, Inc., a California corporation ("ACE Cider"). ACE Cider is a wholesale platform and specializes in hard cider, an alcoholic beverage fermented from apples. The operations of ACE Cider allow the Company to enter into the beer distribution category. The purchase price totaling $ 47.4 million was comprised of a cash payment and contingent consideration. The preliminary allocation of the consideration for the net assets acquired from the acquisition of ACE Cider were as follows: (in thousands) Sources of financing Cash $ 46,880 Accrued other 60 Contingent consideration 500 Fair value of consideration 47,440 Assets acquired: Fixed assets 4,205 Inventory 1,350 Trademarks 6,600 Customer relationships 14,300 Deferred tax liability ( 6,531 ) Total identifiable assets acquired 19,924 Goodwill $ 27,516 The Company used the carrying value as of the Acquisition Date to value fixed assets, as we determined that they represented the fair value at the Acquisition Date. Inventory was comprised of finished goods, bulk cider and raw materials. The fair value of finished goods inventory and bulk cider inventory was derived using projected cost of goods sold as a percentage of net revenues. Raw materials inventory was valued at its book value. The trademarks fair value was derived using the Relief-From-Royalty Method (“RFR”). Key assumptions in valuing trademarks included (i) a royalty rate of 3.0 % and (ii) discount rate of 13.0 %. Customer relationships fair value was derived using the Multiple-Period Excess Earnings Method (“MPEEM”), utilizing a discount rate of 13.5 %, and Cost Approach. Customer relationships were weighted; 90.0% using the MPEEM model and 10.0% using the Cost Approach. Transaction costs incurred in the acquisition were insignificant. Pro-forma Consolidated Financial Information (Unaudited) The results of operations for Vinesse and ACE Cider and the estimated fair values of the assets acquired have been included in the Company’s consolidated financial statements since its respective date of acquisition. For the period ended December 31, 2021, and since the date of its acquisition, Vinesse and ACE Cider contributed approximately $ 7.9 million to the Company’s revenues and increased net income by approximately $ 0.5 million. The unaudited pro forma financial information in the table below summarizes the combined results of the Company’s operations and those of Vinesse and ACE Cider for the periods shown as if the acquisitions had occurred on July 1, 2020. The pro forma financial information includes the business combination accounting effects of the acquisitions, including amortization charges from acquired intangible assets. The pro forma financial information presented below is for informational purposes only, and is subject to a number of estimates, assumptions and other uncertainties. Three Months Ended Six Months Ended (in thousands) 2021 2020 2021 2020 Total pro forma revenues $ 85,439 $ 73,712 $ 152,019 $ 139,400 Pro forma net income (loss) $ 8,530 $ 10,031 $ 10,184 $ 17,150 The allocations of the fair value of the acquired businesses were based on preliminary valuations of the estimated net fair value of the assets acquired. The fair value estimates are subject to adjustment during the measurement period (up to one year from the Acquisition Date). The primary areas of accounting for the Acquisition that are not yet finalized relate to the fair value of certain intangible assets acquired and residual goodwill. Goodwill created in the acquisitions were structured as stock sales and therefore, is non tax deductible and non amortizable. The fair values of the net assets acquired are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. While we believe that such preliminary estimates provide a reasonable basis for estimating the fair value of assets acquired, we will evaluate any necessary information prior to finalization of the fair value. During the measurement period, we will adjust preliminary valuations assigned to assets and liabilities if new information is obtained about facts and circumstances that existed as of the Acquisition Date, if any, that, if known, would have resulted in revised values for these items as of that date. The net working capital adjustments related to the acquisitions are estimated as of the closing date and will be adjusted based on that estimate. Net working capital adjustments of $ 1.5 million are recorded in other assets on the condensed consolidated balance sheet. The impact of all changes, if any, that do not qualify as measurement period adjustments will be included in current period earnings. |
Inventory
Inventory | 6 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inve ntory Inventory consists of the following: (in thousands) December 31, 2021 June 30, 2021 Bulk wine, spirits and cider $ 110,202 $ 119,333 Bottled wine, spirits and cider 102,740 90,083 Bottling and packaging supplies 7,751 10,482 Nonwine inventory 1,648 1,247 Total inventories $ 222,341 $ 221,145 For the three months ended December 31, 2021 and 2020, respectively, the Company recognized impairment of inventory of zero and $ 3.3 million. For the six months ended December 31, 2021 and 2020, respectively, the Company recognized impairment of inventory of zero and $ 3.3 million. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | 5. Property, Pla nt and Equipment Property, plant and equipment consists of the following: (in thousands) December 31, 2021 June 30, 2021 Buildings and improvements $ 136,916 $ 129,288 Land 33,735 33,734 Machinery and equipment 64,580 58,227 Cooperage 10,262 10,551 Vineyards 21,174 21,364 Furniture and fixtures 1,581 1,343 268,248 254,507 Less accumulated depreciation and amortization ( 60,346 ) ( 52,791 ) 207,902 201,716 Construction in progress 13,237 11,957 $ 221,139 $ 213,673 Depreciation and amortization expense related to property and equipment wa s $ 4.5 million and $ 2.7 million for the three months ended December 31, 2021 and 2020, respectively and $ 8.1 millio n and $ 5.3 millio n for the six months ended December 31, 2021 and 2020, respectively. |
Goodwill and Intangibles Assets
Goodwill and Intangibles Assets | 6 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles Assets | 6. Goodwill and Intan gible Assets Goodwill The following table summarizes the changes in the carrying amount of goodwill by segment: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Total Balance at June 30, 2021 $ 88,808 $ 20,342 $ 745 $ 109,895 Goodwill acquired in Vinesse business combination $ 10,800 $ 10,800 Goodwill acquired in ACE Cider business acquisition 27,516 - 27,516 Balance at December 31, 2021 $ 116,324 $ 31,142 $ 745 $ 148,211 Intangible Assets The following tables summarize other intangible assets by class: December 31, 2021 (in thousands) Gross Accumulated Net Intangible Weighted Average Remaining Amortization Period (in years) Indefinite-life intangibles Trade names and trademarks $ 29,829 $ - $ 29,829 N/A Winery use permits 6,750 - 6,750 N/A Total Indefinite-life intangibles 36,579 - 36,579 Definite-life intangibles Customer and Sommelier relationships 24,300 ( 1,814 ) 22,486 4.9 Trade names and trademarks 1,200 - 1,200 Total definite-life intangibles 25,500 ( 1,814 ) 23,686 Total other intangible assets $ 62,079 $ ( 1,814 ) $ 60,265 June 30, 2021 (in thousands) Gross Accumulated Net Intangible Weighted Average Remaining Amortization Period (in years) Indefinite-life intangibles Trade names and trademarks $ 23,229 $ - $ 23,229 N/A Winery use permits 6,750 - 6,750 N/A Total Indefinite-life intangibles 29,979 - 29,979 Definite-life intangibles Customer and Sommelier relationships 6,300 ( 200 ) 6,100 4.7 Total definite-life intangibles 6,300 ( 200 ) 6,100 Total other intangible assets $ 36,279 $ ( 200 ) $ 36,079 Amortization expense of customer and Sommelier relationships w as $ 1.1 million and $ 25.0 thousand for the three months ended December 31, 2021 and 2020, respectively and $ 1.6 million and $ 50.0 thousand for the six months ended December 31, 2021 and 2020, respectively. As of December 31, 2021, estimated future amortization expense for definite-lived assets is as follows: 2022 remaining $ 2,743 2023 5,367 2024 5,356 2025 3,836 Thereafter 6,384 Total estimated amortization expense $ 23,686 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 7. Accrue d Liabilities The major classes of accrued liabilities are summarized as follows: (in thousands) December 31, 2021 June 30, 2021 Accrued purchases $ 8,986 $ 10,790 Accrued employee compensation 4,396 3,981 Other accrued expenses 8,065 6,754 Non related party accrued interest expense 863 202 Contingent consideration 3,884 2,151 Unearned Income 777 1,200 Captive insurance liabilities 2,000 - Total Accrued liabilities and other payables $ 28,971 $ 25,078 |
Long-Term and Other Short-Term
Long-Term and Other Short-Term Borrowings | 6 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term and Other Short-Term Borrowings | 8. Long-Term a nd Other Short-Term Obligations The following table summarizes long-term and other short-term obligations: (in thousands) December, 2021 June 30, 2021 Note to a bank with interest at LIBOR ( 0.11 %) at December 31, 2021 plus 1.75 %; payable in quarterly installments of $ 1,180 principal with applicable interest; matures in September 2026 ; secured by specific assets of the Company. Loan amended April 2021. Quarterly payments of $ 1,066 reduced from $1,180 starting June 2021. Revised maturity date July 2026. 78,924 81,055 Capital expenditures borrowings payable at LIBOR plus 1.75 %, payable in quarterly installments of $ 1,077 , rolled into capital expenditures payable at Alternate Base Rate (ABR) ( 3.25 % at June 30, 2021) plus 0.75 % with draw expiring July, 2026 . 42,930 45,084 Note to a bank with interest fixed at 3.6 %, payable in monthly installments of $ 60 principal with applicable interest; matures in April 2023 . 941 1,227 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with applicable interest; matures in March 2024 . 1,591 1,876 Delayed Draw Term Loan ("DDTL") with interest at LIBOR ( 0.10 %) at December 2021 plus 1.75 %. Matures in July 2024 . Interest only through draw period. 67,142 29,250 DDTL with ABR ( 4.00 % at December 2021). Matures in July 2024. Interest only through draw period. No interest payments in fiscal year 2021. - 37,892 Short term unsecured promissory note; principal and interest payable upon maturity with interest at the prime rate plus 1.00 %; matures in January 2022 . 2,917 2,917 Short term unsecured promissory note; principal and interest payable upon maturity with interest at the prime rate plus 1.00 %; matures in January 2022 . 2,917 2,917 Short term unsecured promissory note; principal and interest payable upon maturity with interest at 1.06 %; matured December 31, 2021, paid January 3, 2022. 5,834 5,834 203,196 208,052 Less current maturities ( 24,321 ) ( 22,964 ) Less unamortized deferred financing costs ( 1,415 ) ( 1,547 ) $ 177,460 $ 183,541 Maturities of Long-Term and Other Short-Term Borrowings As of December 31, 2021, maturities of long-term and other short-term borrowings for succeeding years are as follows: (in thousands) Remaining 2022 $ 17,989 2023 12,554 2024 11,798 2025 68,999 2026 8,571 2027 83,285 $ 203,196 Line of Credit In April 2021, we entered into an amended and restated loan and security agreement to increase the credit facility from an aggregate $ 350.0 million to $ 480.0 million consisting of an accounts receivable and inventory revolving facility up to $ 230.0 million, a term loan in a principal amount of up to $ 100.0 million, a capital expenditures facility in an aggregate principal of up to $ 50.0 million, and a delay draw term loan facility up to an aggregate of $ 100.0 million which was limited to an aggregate of $ 50.0 million. The effective interest rate under the revolving facility was 4.0 % and 2.2 % as of December 31, 2021 and 2020, respectively. The Company had $ 99.1 million and $ 125.0 million available under the line of credit as of December 31, 2021 and June 30, 2021, respectively. Amortization of deferred loan costs related to the line of credit was $ 33.0 thousand and $ 125.8 thousand for the three months ended December 31, 2021 and 2020, respectively and $ 66.0 thousand and $ 237.8 thousand for the six months ended December 31, 2021 and 2020, respectively. The Company was in compliance with its line of credit covenants as of December 31, 2021. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value M easurements The following tables present assets and liabilities measured at fair value on a recurring basis: December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 70,013 $ - $ - $ 70,013 Total $ 70,013 $ - $ - $ 70,013 Liabilities: Contingent consideration liabilities (1) $ - $ - $ 7,386 $ 7,386 Interest rate swaps (2) - 9,778 - 9,778 Total $ - $ 9,778 $ 7,386 $ 17,164 June 30, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 6,525 $ - $ - $ 6,525 Total $ 6,525 $ - $ - $ 6,525 Liabilities: Contingent consideration liabilities (1) $ - $ - $ 4,631 $ 4,631 Interest rate swaps (2) - 13,807 - 13,807 Total $ - $ 13,807 $ 4,631 $ 18,438 (1) We assess the fair value of contingent consideration to be settled in cash related to acquisitions using probability weighted models for the various contractual earn-outs. These are Level 3 measurements. Significant unobservable inputs used in the estimated fair values of these contingent consideration liabilities include probabilities of achieving customer related performance targets, specified sales milestones, consulting milestones, changes in unresolved claims, projected revenue or changes in discount rates. (2) The fair value of interest rate swaps is estimated using a discounted cash flow analysis that considers the expected future cash flows of each interest rate swap. This analysis reflects the contractual terms of the interest rate swap, including the remaining period to maturity, and uses market-corroborated Level 2 inputs, including forward interest rate curves and implied interest rate volatilities. The fair value of an interest rate swap is estimated by discounting future fixed cash payments against the discounted expected variable cash receipts. The variable cash receipts are estimated based on an expectation of future interest rates derived from forward interest rate curves. The fair value of an interest rate swap also incorporates credit valuation adjustments to reflect the non-performance risk of the Company and the respective counterparty. The following table provides a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): (in thousands) Contingent Balance at June 30, 2021 $ 4,631 Acquisitions 2,900 Payments ( 145 ) Balance at December 31, 2021 7,386 Less: current portion ( 3,884 ) Long term portion $ 3,502 The current and long-term portion of contingent consideration is included within the accrued liabilities and other payables and other long-term liabilities, respectively, in the condensed consolidated balance sheets. |
Redeemable Stock and Redeemable
Redeemable Stock and Redeemable Noncontrolling Interest | 6 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Redeemable Series A and Series B Stock and Non-Controlling Interest | 10. Redeemable Sto ck and Red eemable Noncontrolling Interest Series A Redeemable Stock The Company did not have Series A Redeemable stock for the three months ended and six months ended December 31, 2021. January 2018 Tamarack Cellars Series A Redeemable Stock For the period ended December 31, 2020, the $ 2.6 million carrying amount of the 130,338 Series A shares exceeded the redemption amount at the respective date; therefore, no accretion was required. April 2018 Series A Redeemable Stock For the three months ended December 31, 2020, the amount accreted as deemed dividends for the Series A shares was $ 3.9 million. For the six months ended December 31, 2020, the amount accreted as deemed dividends for the Series A shares was $ 7.9 million. July 2018 Issuance of Series A Redeemable Stock For the period ended December 31, 2020, the $ 8.3 million carrying amount of the 397,239 Series A shares exceeded the redemption amount at the respective date; therefore, no accretion was required. Series B Redeemable Stock April 2018 Series B Redeemable Cumulative Series Stock For the three months ended December 31, 2020, the amount accreted as deemed dividends for the Series B stock was $ 1.5 million. For the six months ended December 31, 2020, the amount accreted as deemed dividends for the Series B stock was $ 3.3 million. The unpaid cumulative dividends on Series B stock as of December 31, 2020 approximate $ 4.6 million. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockhold ers' Equity Common Stock We had reserved shares of stock, on an as-if converted basis, for issuance as follows: December 31, 2021 June 30, 2021 Warrants 26,000,000 26,000,000 Earnout shares 5,726,864 5,726,864 Total 31,726,864 31,726,864 Stock Incentive Plan Effective June 7, 2021, the Company adopted the 2021 Omnibus Incentive Plan (as amended, “the 2021 Plan”). The 2021 Plan provides for the issuance of stock options, stock appreciation rights, performance shares, performance units, stock, restricted stock, restricted stock units and cash incentive awards. Shares issued under share-based payment awards may either be authorized and unissued shares or shares held in treasury. The 2021 Plan terminates on June 7, 2031. On June 7, 2021, we granted options under the 2021 Plan to purchase shares of common stock. The exercise price of these options was $ 10.50 per share and will expire 10 years after the grant date. The options will vest with respect to 25 % on the date which is 18 months after the grant date and with respect to an additional 25 % on each of the second, third and fourth anniversary dates of the grant date. However, the vested portion of the options will only become exercisable if the volume-weighted average price per share of our common stock is at least $ 12.50 over a 30-day consecutive trading period following the grant date. We evaluated the grants under ASC 718 - Compensation-Stock Compensation and determined a grant date and a service inception date for accounting purposes did not exist because all necessary approvals had not been obtained, which will not occur until the shareholders have approved the 2021 Plan. Until shareholder approval is obtained, the 2021 Plan and related options are not considered outstanding for accounting purposes, and no compensation expense associated with these grants will be recognized. Shareholder approval was not obtained for the periods ended December 31, 2021 and June 30, 2021. On February 2, 2022, the shareholders approved the 2021 Plan. In connection with the merger (see Note 2), the Company’s 2015 Stock Incentive Plan was terminated and each outstanding option to purchase shares of legacy VWE Shares A stock outstanding immediately prior to the close of the merger, whether vested or not, was canceled in exchange for cash payments equal to the excess, if any, of the deemed fair value per share of the Legacy VWE Series A stock as determined by the per share merger consideration over the exercise price of such option multiplied by the number of shares of Company stock subject to such option (without interest and subject to any required withholding tax). The cash settlement was treated as a settlement of the options and resulted in a reduction of additional paid in capital of $ 5.3 million equal to the fair value of the options settled and the recognition of incremental compensation cost of $ 2.6 million representing the excess of purchase price over the fair value of the cancelled options at the time of settlement. Stock-based compensation expense for the three months ended December 31, 2021 and 2020 was zero and $ 0.1 million, respectively. Stock-based compensation expense for the six months ended December 31, 2021 and 2020 was zero and $ 0.5 million, respectively. The expense for the three and six months ended December 31, 2020 recognized under the 2015 Stock Incentive Plan has been included as a component of selling, general and administrative expenses in the condensed consolidated statement of operations. |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Inco me Taxes The increase in our effective tax rate for the three months ended December 31, 2021 was primarily due to changes in permanent items, which primarily consist of nondeductible expenses, noncontrolling interest and state taxes, as compared to the three months ended December 31, 2020. The increase in our effective tax rate for the six months ended December 31, 2021 was primarily due to changes in permanent items, which primarily consist of nondeductible expenses, noncontrolling interest and state taxes, as compared to the six months ended December 31, 2020. For the six months and three months ended December 31, 2021, our effective tax rate differs from the federal statutory rate of 21.0 % primarily due to nondeductible expenses and state taxes. The provisional measurements of fair value for income taxes payable and deferred taxes for the acquisitions of Vinesse and ACE Cider may be subject to change as additional information is received and certain tax returns are finalized. The Company expects to finalize the fair value measurements as soon as practicable, but not later than one year from the date of acquisition. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitm ents and Contingencies We are subject to a variety of claims and lawsuits that arise from time to time in the ordinary course of business. Although management believes that any pending claims and lawsuits will not have a significant impact on the Company’s consolidated financial position or results of operations, the adjudication of such matters are subject to inherent uncertainties and management’s assessment may change depending on future events. Indemnification Agreements In the ordinary course of business, we may provide indemnification of varying scope and terms to vendors, lessors, customers and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. These indemnities include indemnities to our directors and officers to the maximum extent permitted under applicable state laws. The maximum potential amount of future payments we could be required to make under these indemnification agreements is, in many cases, unlimited. Historically, we have not incurred any significant costs as a result of such indemnifications and are not currently aware of any indemnification claims. Lease Agreements We have lease agreements for certain winery facilities, vineyards, corporate and administrative offices, tasting rooms, and equipment under long-term non-cancelable operating leases. The lease agreements have initial terms of two to 15 years , with two leases having multiple five-year or 10-year renewal terms and other leases having no or up to five-year renewal terms. The lease agreements expire ranging from December 31, 2021 through November 2031 . Beginning fiscal 2022, we no longer have related party lease agreements. The minimum annual payments under our lease agreements are as follows: (in thousands) Total Remaining 2022 $ 3,198 2023 6,479 2024 6,588 2025 6,296 2026 5,850 2027 and thereafter 17,610 $ 46,021 Total rent expense, including amounts to related parties, was zero and $ 1.7 million for t he three months ended December 31, 2021 and 2020, respectively and zero and $ 3.6 million for t he six months ended December 31, 2021 and 2020, respectively. Other Commitments Contracts exist with various growers and certain wineries to supply a significant portion of our future grape and wine requirements. Contract amounts are subject to change based upon actual vineyard yields, grape quality and changes in grape prices. Estimated future minimum grape and bulk wine purchases commitments are as follows: (in thousands) Total Remaining 2022 $ 8,091 2023 26,261 2024 11,065 2025 353 2026 353 $ 46,123 Grape and bulk wine purchases under contracts totaled $ 11.3 million and $ 4.6 million and $ 21.2 and $ 16.3 million for the three and six months ended December 31, 2021 and 2020, respectively. The Company expects to fulfill all of these purchase commitments. |
Segments
Segments | 6 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segments | 14. Seg ments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. When determining the reportable segments, the Company aggregated operating segments based on their similar economic and operating characteristics. Our operations are principally managed on a sales distribution basis and are comprised of three reportable segments: Wholesale; Direct-to-Consumer; and Business-to-Business. The factors for determining the reportable segments include the manner in which management evaluates performance for purposes for allocating resources and assessing performance. We report our segments as follows: Wholesale Segment —We sell our wine to wholesale distributors under purchase orders. Wholesale operations generate revenue from product sold to distributors, who then sell it off to off-premise retail locations such as grocery stores, wine clubs, specialty and multi-national retail chains, as well as on-premise locations such as restaurants and bars. Direct-to-Consumer Segment — We sell our wine and other merchandise directly to consumers through wine club memberships, at wineries’ tasting rooms, at Sommelier wine tasting events, and through the Internet. Winery estates hold various public and private events for customers and our wine club members. The certified Sommeliers provide guided tasting experiences customized for each audience through virtual and in-person events internationally. Business-to-Business Segment — Our sales channel generates revenue primarily from the sale of private label wines and custom winemaking services. Annually, we work with our national retail partners to develop private label wines incremental to their wholesale channel businesses. Additionally, we provide custom winemaking services. Corporate and Other Segment — Our Corporate and Other segment generates revenues from grape and bulk sales and storage services. Other, non-allocable expenses include corporate expenses, non-direct selling expenses and other expenses not specific to an identified reporting segment. The following tables present net revenues and income from operations directly attributable to the Company's segments: Three Months Ended December 31, 2021 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 22,171 $ 34,806 $ 25,225 $ 1,409 $ 83,611 Income (loss) from operations $ 5,196 $ 11,379 $ 8,303 $ ( 12,157 ) $ 12,721 Three Months Ended December 31, 2020 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 19,263 $ 23,079 $ 20,635 $ 0 $ 62,977 Income (loss) from operations $ 5,634 $ 6,894 $ 5,877 $ ( 7,096 ) $ 11,309 Six Months Ended December 31, 2021 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 38,374 $ 49,721 $ 49,692 $ 1,511 $ 139,298 Income (loss) from operations $ 9,383 $ 13,918 $ 15,817 $ ( 20,254 ) $ 18,864 Six Months Ended December 31, 2020 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 34,308 $ 33,975 $ 46,451 $ 2,078 $ 116,812 Income (loss) from operations $ 8,622 $ 8,012 $ 14,661 $ ( 11,421 ) $ 19,874 There was no inter-segment activity for any of the given reporting periods presented. Excluding long-term property, plant and equipment for wine tasting facilities and Customer relationships and Sommelier relationships allocated specifically to the Direct-to-Consumer reporting segment, revenue generating assets are utilized across segments therefore, the Company does not allocate assets to its reportable segments, as they are not included in the review performed by the CODM for purposes of assessing segment performance and allocating resources. Depreciation expense recognized for ass ets included in the Direct-to-Consumer reporting segment wa s $ 0.2 million and 0.7 million for the thr ee months ended December 31, 2021 and 2020, respectively and $ 0.5 million and $ 0.5 million for the six months ended December 31, 2021 and 2020, respectively. Amortization expense included in the Direct-to-Consumer reporting seg ment was $ 0.5 million and $ 25 thousand for the three months ended December 31 , 2021 and 2020 respectively and $ 1.1 million and $ 50 thous and for the six months ended December 31, 2021 and 2020, respectively. All of the Company’s long-live d assets are located within the United States. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 15. Earning s Per Share The following table reconciles the number of common shares used to compute basic and diluted earnings per share attributable to Vintage Wine Estates, Inc., shareholders: Three Months Ended December 31, Six Months Ended December 31, (in thousands, except for per share amounts) 2021 2020 2021 2020 Net income $ 8,552 $ 9,275 $ 11,331 $ 14,637 Less: Series B dividends and accretion - 1,478 - 3,314 Less: income (loss) allocable to noncontrolling interest ( 40 ) ( 13 ) ( 65 ) 291 Net income allocable to common shareholders $ 8,592 $ 7,810 $ 11,396 $ 11,032 Numerator – Basic EPS Net income allocable to common shareholders $ 8,592 $ 7,810 $ 11,396 $ 11,032 Less: net income allocated to participating securities (Series B) - 1,340 - 1,893 Net income allocated to common shareholders $ 8,592 $ 6,470 $ 11,396 $ 9,139 Numerator – Diluted EPS Net income allocated to common shareholders $ 8,592 $ 6,470 $ 11,396 $ 9,139 Add: net income attributable to convertible debt - 160 - 323 Reallocation of income under the two-class method - 95 - ( 20 ) Net income allocated to common shareholders $ 8,592 $ 6,725 $ 11,396 $ 9,442 Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 60,462 21,921 60,462 21,921 Denominator – Diluted Common Shares Effect of dilutive securities: Stock options - 367 - 344 Convertible debt - 2,229 - 2,229 Weighted average common shares - Diluted 60,462 24,517 60,462 24,494 Net income per share – basic: Common Shares $ 0.14 $ 0.30 $ 0.19 $ 0.42 Net income per share – diluted: Common Shares $ 0.14 $ 0.27 $ 0.19 $ 0.39 The following securities have been excluded from the calculations of diluted earnings per share attributable to common shareholders because including them would have been antidilutive: Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Shares subject to warrants to purchase common stock 26,000,000 - 26,000,000 - Shares subject to options to purchase common stock - 793,413 - 824,927 Total 26,000,000 793,413 26,000,000 824,927 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Commitments | 16. Related Party Transactions The Company did not have any related party receivables or related party liabilities as of December 31, 2021 and June 30, 2021. The components of related party revenues and expenses are as follows: Three Months Ended Six Months Ended (in thousands) December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 Revenues: Warehousing and fulfillment services $ - $ 332 $ - $ 544 Storage and bottling of alcoholic beverages - 6 - 21 Management fees - 114 - 229 Expenses: Concourse Warehouse lease - 36 - 241 Swanson lease - 190 - 353 Z.R. Waverly lease - 38 - 66 Warehousing and Fulfillment Services — Revenues from related parties for warehousing and fulfillment services for the three months ended December 31, 2021 and 2020 were zero and $ 332.0 thousand, respectiv ely. Revenues from related parties for warehousing and fulfillment services for the six months ended December 31, 2021 and 2020 were zero and $5 44.0 thousand, respectiv ely. We did no t have any accounts receivable from revenues with related parties for warehousing and fulfillment services at December 31, 2021 and June 30, 2021. Storage and Bottling of Alcoholic Beverages — We have entered into a number of transactions with a related party covering services related to the storage and bottling of alcoholic beverages. We made payments of zero and $ 6.0 thousand for the three months ended December 31, 2021 and 2020, respectively and payments of zero and $21.0 th ousand for the six months ended December 31, 2021 and 2020, respectively, to the related party. Management Fees — Prior to July 1, 2021, w e provided management, billing and collection services to a related party under a management fee arrangement. For the three months ended December 31, 2021 and 2020, we charged this related party management fees of zero and $ 114.0 thousand, respectively, for these services. For the six months ended December 31, 2021 and 2020, we charged this related party management fees of zero and $ 229.0 thousand, respectively, for these services. We did no t owe the related party for amounts collected on the related party's behalf at December 31, 2021 and June 30, 2021 The Company is engaged in various operating lease arrangements with related parties. Concourse Warehouse Lease — We lease 15,000 square feet (“sq. ft.”) of office space and 80,000 sq. ft. of warehouse space. We account for this lease as an operating lease. We recognized rent expense paid to Concourse of $ 36.0 thousand for the three months ended December 31, 2020 and $ 241.0 thousand for the six months ended December 31, 2020 related to this lease agreement. Prior to September 2020, the facility was owned by and leased from Concourse LLC, a related party real estate leasing entity that was wholly owned by a shareholder. We have no ownership in Concourse. In September 2020, an independent party purchased the facility from Concourse, LLC and assumed the lease. Swanson Lease — We leased a property with production space and a tasting room under an operating lease with an entity that is wholly owned by a shareholder. We recognized rent expense of approximately $ 190.0 thousand for the three months ended December 31, 2020 and $ 353.0 thousand for the six months ended December 31, 2020, related to this lease agreement. Z.R. Waverly Lease — We leased tasting room space under an operating lease with an entity that is wholly owned by a shareholder. We recognized rent expense of approximately $ 38.0 thousand for the three months ended December 31, 2020 and $ 66.0 thousand for the six months ended December 31, 2020, related to this lease agreement. In December 2020, we purchased the ZR Waverly leased facility in California from the shareholder for $ 1.5 million. Immediate Family Member and Other Business Arrangements — We provide at will employment to several family members of officers or directors who provide various sales, marketing and administrative services to us. Payroll and other expenses to these related parties was approximately $ 124.8 thousand and $ 126.0 thousand for the three months ended December 31, 2021 and 2020, respectively and $ 195.7 thousand and $ 201.0 thousand for the six months ended December 31, 2021 and 2020, respectively. We pay for sponsorship and marketing services and point of sale marketing materials to unincorporated businesses that are managed by immediate family members of a Company executive officer. For the three months ended December 30, 2021 and 2020, payments related to sponsorship and marketing services totaled approximately $ 106.0 thousand and $ 96.0 thousand, respectively. For the six months ended December 30, 2021 and 2020, payments related to sponsorship and marketing services totaled approximately $ 193.0 thousand and $ 215.0 thousand, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Sub sequent Events On January 18, 2021, the Company acquired 100 % of the capital stock in Meier's Wine Cellars, Inc., DBA Meier's Beverage Group ("Meier's"), an Ohio company. Meier's is a wholesale and business-to-business company that specializes in custom blending, contract storage, contract manufacturing, and private labeling for wine, beer, and spirits. Over the years, Meier's continued extending their winemaking skills by producing table wines, sparkling wines, dessert wines, vermouths and carbonated grape juice. The purchase price totaling $ 25.0 million was comprised of cash of $ 12.5 million and 1,229,443 shares of common stock with a value of $ 12.5 million. The terms of the acquisition also provide for the possibility of additional contingent consideration of up to $ 10.0 million based on Meier's exceeding current EBITDA levels over each of the next three years. The acquisition of Meier's closed near the date the Company's condensed consolidated financial statements were available for issuance. Thus, the initial accounting for the business combination and required disclosures specific to the transaction are impracticable for us to provide. Specifically, the following accounting and disclosures could not be made: • acquisition-related costs and related accounting treatment; • the acquisition date fair value of the total consideration transferred, assets acquired, including intangible assets and liabilities assumed, and relate valuation techniques to be used in the fair value measurement process; • the total amount of expected goodwill and related deductibility for tax purposes; • the existence and measurement of contingencies to be recognized at the acquisition date, if any; and • revenue and earnings of the combined entity for the current and prior reporting periods. The goodwill balance and operational results from the Meier's acquisition are expected to impact the Wholesale and Business-to-Business reporting segments. On February 2, 2022, the shareholders approved the 2021 Omnibus Incentive Plan. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include the accounts of all majority-owned or controlled subsidiaries, and all significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively. References to the "Company", "we," "our," "us," and similar pronouns in the Quarterly Report on Form 10-Q for the quarter ended December 31, 2021 (this "Form 10-Q") refer to Vintage Wine Estates, Inc., a Nevada corporation, and its majority owned subsidiaries or controlled subsidiaries unless the context requires otherwise. Our fiscal year ends on June 30. References to fiscal 2022 and 2021 in these condensed consolidated financial statements are to the fiscal years ending or ended June 30, 2022 and June 30, 2021, respectively. Our unaudited condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission ("SEC") instructions to Quarterly Reports on Form 10-Q and include the information and disclosures required by accounting principles generally accepted in the United States ("GAAP") for interim financial reporting. The COVID-19 pandemic ("COVID-19") continues to affect the U.S. and global economies. Restrictions imposed by federal, state, and local governments have disrupted and will continue to disrupt our business. While many of the restrictions have expired, some are continuing and others are being reimplemented as COVID-19 continues to spread. We expect the COVID-19 pandemic to have a minimal impact on sales revenues, as we believe we are well-positioned to take advantage of increased direct-to-consumer sales platforms in lieu of in-person transactions. In the opinion of management, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included. Except as disclosed elsewhere in this Form 10-Q, all such adjustments are of a normal and recurring nature. In addition, financial results presented for this fiscal 2022 interim period are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2022 or any other future interim or annual period. These condensed consolidated financial statements are unaudited and accordingly, should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for fiscal year ended June 30, 2021, filed with the SEC on October 13, 2021. The June 30, 2021 condensed consolidated balance sheet was derived from the audited consolidated financial statements as of that date. |
Merger and Reverse Recapitalization | Merger and Reverse Recapitalization We were formed in 2019 as Bespoke Capital Acquisition Corp. (“BCAC”), a special purpose acquisition company incorporated under the laws of the Province of British Columbia. BCAC was organized for the purpose of effecting an acquisition of one or more businesses or assets by way of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or any other similar business combination involving BCAC. On June 7, 2021, BCAC completed its business combination (the "Merger") with Vintage Wine Estates, Inc., a California corporation ("Legacy VWE") pursuant to a transaction agreement dated February 3, 2021 (as amended, the “Transaction Agreement”) by the merger of VWE Acquisition Sub Inc., a wholly owned subsidiary of BCAC (“merger sub”) with and into Legacy VWE, with Legacy VWE continuing as the surviving entity and as a wholly owned subsidiary of BCAC. In connection with the Merger, BCAC changed its jurisdiction of incorporation from the Province of British Columbia to the State of Nevada and BCAC changed its name to Vintage Wine Estates, Inc. Upon the consummation of the Merger, the Company received approximately $ 248.7 million, net of fees and expenses. See Note 2 for additional details regarding the transaction. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Significant estimates include, but are not limited, to depletion allowance, allowance for doubtful accounts, the net realizable value of inventory, expected future cash flows including growth rates, discount rates, and other assumptions and estimates used to evaluate the recoverability of long-lived assets, estimated fair values of intangible assets in acquisitions, intangible assets and goodwill for impairment, amortization methods and periods, amortization period of label and package design costs, the estimated fair value of long-term debt, the valuation of interest rate swaps, contingent consideration, common stock, stock-based compensation and accounting for income taxes. Actual results could differ materially from those estimates. |
Reclassification | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Specifically, we reclassified accrued trade commissions to other accrued expenses. |
Cash | Cash Cash consists of deposits held at financial institutions. |
Restricted Cash | Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet that sums to the total of the same such amounts as shown in the condensed consolidated statement of cash flows: (in thousands) December 31, 2021 June 30, 2021 Cash and cash equivalents $ 75,145 $ 118,879 Restricted cash 6,600 4,800 Total cash, cash equivalents and restricted cash as shown in the condensed consolidated statement of cash flows $ 81,745 $ 123,679 Restricted cash consists of $ 4.8 million that was deposited into a restricted cash account as collateral for the credit facility, subject to release upon the completion of certain construction costs and $ 1.8 million that was deposited into a restricted cash account as collateral for our captive insurance letter of credit. |
Interest Rate Swap Agreements | I nterest Rate Swap Agreements GAAP requires that an entity recognize all derivatives (including interest rate swaps) as either assets or liabilities on the consolidated balance sheets and measure these instruments at fair value. The Company has entered into interest rate swap agreements as a means of managing its interest rate exposure on its debt obligations. These agreements mitigate our exposure to interest rate fluctuations on our variable rate obligations. We have not designated these agreements as cash-flow hedges. Accordingly, changes in the fair value of the interest rate swaps are included in the condensed consolidated statements of operations as a component of other income (expense). We do not enter into financial instruments for trading or speculative purposes. |
Revenue recognition | Revenue Recognition Point in Time —Revenue is recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We recognize revenue when obligations under the terms of a contract with our customers are satisfied. Generally, this occurs when the product is shipped and title passes to the customer, and when control of the promised product or service is transferred to the customer. Our standard terms are free on board (“FOB”) shipping point, with no customer acceptance provisions. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. We account for shipping and handling as activities to fulfill our promise to transfer the associated products. Accordingly, we record amounts billed for shipping and handling costs as a component of net sales and classify such costs as a component of costs of sales. Our products are generally not sold with a right of return unless the product is spoiled or damaged. Historically, returns have not been significant to the Company. Over Time —Certain long-term contracts at our Business-to-Business ("B2B") segment are for custom wine making services and include services such as fermentation, barrel aging, procurement of dry goods, bottling and cased goods. Additionally, we provide storage services for wine inventory of various customers. We recognize revenue over time as the contract specific performance obligations are met. Disaggregation of Revenue The following tables summarizes revenue by geographic region: Three Months Ended December 31, Six Months Ended December 31, (in thousands) 2021 2020 2021 2020 Geographic regions: United States $ 81,977 $ 61,684 $ 136,127 $ 113,866 Canada 808 982 1,312 2,202 Europe, Middle East, & Africa 229 62 641 177 Asia Pacific 382 249 837 497 Other 215 - 381 70 Total net revenue $ 83,611 $ 62,977 $ 139,298 $ 116,812 The following table provides a disaggregation of revenue based on the pattern of revenue recognition: Three Months Ended December 31, Six Months Ended December 31, (in thousands) 2021 2020 2021 2020 Point in time $ 68,124 $ 53,642 $ 114,946 $ 99,043 Over a period of time 15,487 9,335 24,352 17,769 Total net revenue $ 83,611 $ 62,977 $ 139,298 $ 116,812 |
Concentrations of Risk | Concentrations of Risk Financial instruments that potentially expose us to significant concentrations of credit risk consist primarily of cash and trade accounts receivable. We maintain the majority of our cash balances at multiple financial institutions that management believes are of high-credit quality and financially stable. At times, we have cash deposited with major financial institutions in excess of the Federal Deposit Insurance Corporation ("FDIC") insurance limits. At December 31, 2021 and June 30, 2021, we had $ 80.9 million and $ 121.6 million respectively, in one major financial institution in excess of FDIC insurance limits. We sell the majority of our wine through U.S. distributors and the direct-to-consumer channel. Receivables arising from these sales are not collateralized. We attempt to limit our credit risk by performing ongoing credit evaluations of our customers and maintaining adequate allowances for potential credit losses. The following table summarizes customer concentration: Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Revenue as a percent of total revenue Customer A 15.9 % 41.0 % 19.8 % 39.0 % Customer B * 13.0 % 10.2 % 16.0 % Customer C 13.1 % * 11.4 % * Customer D * * * * The following table summarizes customer concentration: December 31, 2021 June 30, 2021 Receivables as a percent of total receivables Customer A 34.4 % 35.0 % Customer B 10.9 % 21.0 % Customer C * * Customer D * 10.4 % * Customer revenue or receivables did not exceed 10% in the respective periods. Revenues for sales from Customer A are included within the Wholesale and Business-to-Business reporting segments, Customer B are included within the Business-to-Business reporting segments, and Customer C and Customer D are included within the Wholesale reporting segment. |
Inventories | Inventories Inventories of bulk and bottled wines and spirits, and inventories of non-wine products and bottling and packaging supplies are valued at the lower of cost using the FIFO method or net realizable value. Costs associated with winemaking, and other costs associated with the manufacturing of products for resale, are recorded as inventory. Net realizable value is the value of an asset that can be realized upon the sale of the asset, less a reasonable estimate of the costs associated with either the eventual sale or the disposal of the asset in question. Inventories are classified as current assets in accordance with recognized industry practice, although most wines and spirits are aged for periods longer than one year. |
Business Combinations | Business Combinations Business combinations are accounted for under Accounting Standards Codification (“ASC”) 805—Business Combinations using the acquisition method of accounting under which all acquired tangible and identifiable intangible assets and assumed liabilities and applicable noncontrolling interests are recognized at fair value as of the respective acquisition date, while the costs associated with the acquisition of a business are expensed as incurred. The allocation of purchase consideration requires management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates can include, but are not limited to, a market participant’s expectation of future cash flows from acquired customers, acquired trade names, useful lives of acquired assets, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from such estimates. During the measurement period, which is generally no longer than one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. Upon the conclusion of the measurement period, any subsequent adjustments are recognized in operations. |
Segment information | Segment Information We operate in three reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker (“CODM”), our Chief Executive Officer, allocates resources and assesses performance based upon discrete financial information at the segment level. |
Income Taxes | Income Taxes Deferred income taxes are determined using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the expected recognition of a deferred income tax asset is considered to be unlikely. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement. We recognize interest and penalties related to income tax matters as a component of income tax expense. |
Redeemable Series A and Series B Stock | Redeemable Series A and Series B Stock Prior to the Merger, Legacy VWE had Series A and B stock outstanding. All of the Series B stock and the majority of the Series A stock was classified as temporary equity due to the shares being redeemable at the option of the holder. The carrying value of the redeemable Series A stock and redeemable Series B stock was being accreted to their respective redemption values, using the effective interest method, from the date of issuance to the earliest date the holders can demand redemption. Accretion of redeemable Series B stock included the accretion of dividends and issuance costs. Increases to the carrying value of redeemable Series A stock and redeemable Series B stock were charged to retained earnings or, in its absence, to additional paid-in-capital. Up on any repurchase of redeemable stock, the excess consideration paid over the carrying value at the time of repurchase is accounted for as a deemed dividend to the stockholders. In conjunction with the closing of the Merger, a majority of the redeemable Series B stock was redeemed and the remaining redeemable Series B shares, along with all redeemable Series A shares, were converted into shares of the Company's common stock. All Series A and Series B shares which were converted into shares of the Company's common stock were retroactively adjusted using the exchange ratio and reclassified into permanent equity as a result of the Merger. |
Earnings Per Share | Earnings Per Share Basic and diluted net income (loss) per share allocable to common stockholders is presented in conformity with the two-class method required for participating securities. We considered our Series B stock to be participating securities as, in the event a dividend is paid on Series A stock, the holders of Series B stock would be entitled to receive dividends on a basis consistent with the Series A stockholders. The two-class method determines net income per share for each class of common and participating securities according to dividends declared or accumulated as well as participation rights in undistributed earnings. The two-class method requires income available to stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Legacy VWE’s redeemable Series B stock was considered to be a participating security. Under the two-class method, any net loss attributable to common stockholders is not allocated to the Series B stock as the holders of the Series B stock did not have a contractual obligation to share in losses. Basic net income (loss) per share is calculated by dividing the net income (loss) allocable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For purposes of the calculation of diluted net income (loss) per share, convertible debt (previously convertible into Legacy VWE Series A stock) and stock options and warrants to purchase common stock are considered potentially dilutive securities but are excluded from the calculation of diluted net income (loss) per share when their effect is antidilutive. As a result, in certain periods, diluted net loss per share is the same as the basic net loss per share for the periods presented. The computation of net income (loss) available to Series A stockholders is computed by deducting the dividends declared, if any, and cumulative dividends, whether or not declared, in the period on Series B stock (whether paid or not) from the reported net income (loss). As the Merger has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of Legacy VWE’s consolidated financial statements, with the Legacy VWE Equity, which has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, BCAC. As a result, net income (loss) per share was also restated for periods ended prior to the Merger. |
Self Insurance | Self-Insurance On September 9, 2021, the Company formed VWE Captive, LLC, a wholly-owned captive insurance company ("Captive"), which became operational on October 1, 2021. The Company formed Captive to self-insure the first $ 10.0 million of claims, above which limit, Captive has secured insurance. The insurance policy protects us against a portion of our risk of loss related to earthquakes, flood and named wildfires and windstorms. |
Emerging Growth Company Status | Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, to simplify the accounting for transitioning from the London Interbank Offered Rate, and other interbank offered rates expected to be discontinued, to alternative reference rates. The guidance in this ASU was effective upon its issuance; if elected, it is to be applied prospectively through December 31, 2022. The impact this ASU will have on our condensed consolidated financial statements will not be known until we have a modification to our financial instruments converting from LIBOR to another interest rate. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (“Topic 842”), which supersedes the guidance in ASC 840, Leases . The new standard, as amended by subsequent ASUs on Topic 842 and recent extensions issued by the FASB in response to COVID-19, requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases t oday. Topic 842 will be effective for the Company for fiscal year ending June 30, 2023 and for interim periods in the year beginning July 1, 2022. We have not yet determined the full effects of Topic 842 on the Company's consolidated financial statements but do expect that it will result in a substantial increase in our long-term assets and liabilities and enhanced disclosures. Based on our initial assessment, we plan to be using the modified retrospective approach and electing the package of transition practical expedients for expired or existing contracts, which retains prior conclusions reached on lease identification, classification, and initial direct costs incurred. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The adoption of this guidance will at least result in the recognition of operating lease right-of-use assets and operating lease liabilities in our vineyard leases with a weighted-average remaining lease term of less than 10 years upon the adoption on July 1, 2022. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , as amended, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in more timely recognition of credit losses. The guidance is effective for the Company for fiscal year ending on June 30, 2024 and interim periods beginning for the fiscal year commencing on July 1, 2023. Early adoption is permitted. We do not expect the adoption of this standard will have a significant impact on the consolidated financial statements given our historically low bad debt expense. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . The amendments in the updated guidance simplify the accounting for income taxes by removing certain exceptions and improving consistent application of other areas of the topic by clarifying the guidanc e. The amendments in this update are effective for the Company for fiscal year ending June 30, 2023 and interim periods within the fiscal years beginning after December 15, 2022. Early adoption is permitted. We are currently evaluating the impact and timing of adopting ASU 2019-12, however at this time, the adoption is not expected to have a significant impact on the consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The amendments in the updated guidance require that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in this update are effective for the Company for fiscal years ending June 30, 2024 and for interim periods in the year beginning July 1, 2023. Early adoption is permitted including adoption at an interim period. We are currently evaluating the impact and timing of adopting ASU 2021-08, however at this time, the adoption is not expected to have a significant impact on the consolidated financial statements. |
Earnout Shares | Earnout Shares The Legacy VWE shareholders may become entitled to receive up to an additional 5,726,864 shares of the Company’s common stock (the “Earnout Shares”) pursuant to the Transaction Agreement. The Earnout Shares will be released if the price of our common stock meets certain thresholds in the 24 months following the closing of the Merger (see Note 2). The Earnout Shares meet the accounting definition of a derivative financial instrument, are considered to be indexed to the Company’s common stock and meet other conditions in ASC 815-40, Derivatives and Hedging: Contracts in Entity's Own Equity , to be classified as equity. The Company’s obligation to issue the Earnout Shares is recorded as a dividend to the Legacy VWE shareholders at fair value as of the date of the Merger. The fair value of the Earnout Shares was determined using a Monte Carlo valuation model, which requires significant estimates including the expected volatility of our common stock. The expected annual volatility of our common stock was estimated to be 55.0 % as of the date of the Merger, based on the historical volatility of comparable publicly traded companies. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet that sums to the total of the same such amounts as shown in the condensed consolidated statement of cash flows: (in thousands) December 31, 2021 June 30, 2021 Cash and cash equivalents $ 75,145 $ 118,879 Restricted cash 6,600 4,800 Total cash, cash equivalents and restricted cash as shown in the condensed consolidated statement of cash flows $ 81,745 $ 123,679 |
Summary of Revenue by Segment and Region | The following tables summarizes revenue by geographic region: Three Months Ended December 31, Six Months Ended December 31, (in thousands) 2021 2020 2021 2020 Geographic regions: United States $ 81,977 $ 61,684 $ 136,127 $ 113,866 Canada 808 982 1,312 2,202 Europe, Middle East, & Africa 229 62 641 177 Asia Pacific 382 249 837 497 Other 215 - 381 70 Total net revenue $ 83,611 $ 62,977 $ 139,298 $ 116,812 |
Summary of Disaggregation of Revenue | The following table provides a disaggregation of revenue based on the pattern of revenue recognition: Three Months Ended December 31, Six Months Ended December 31, (in thousands) 2021 2020 2021 2020 Point in time $ 68,124 $ 53,642 $ 114,946 $ 99,043 Over a period of time 15,487 9,335 24,352 17,769 Total net revenue $ 83,611 $ 62,977 $ 139,298 $ 116,812 |
Schedules of Customer Concentration Risk | The following table summarizes customer concentration: Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Revenue as a percent of total revenue Customer A 15.9 % 41.0 % 19.8 % 39.0 % Customer B * 13.0 % 10.2 % 16.0 % Customer C 13.1 % * 11.4 % * Customer D * * * * The following table summarizes customer concentration: December 31, 2021 June 30, 2021 Receivables as a percent of total receivables Customer A 34.4 % 35.0 % Customer B 10.9 % 21.0 % Customer C * * Customer D * 10.4 % * Customer revenue or receivables did not exceed 10% in the respective periods. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Business Acquisition [Line Items] | |
Business Acquisition Pro Forma Information | The pro forma financial information presented below is for informational purposes only, and is subject to a number of estimates, assumptions and other uncertainties. Three Months Ended Six Months Ended (in thousands) 2021 2020 2021 2020 Total pro forma revenues $ 85,439 $ 73,712 $ 152,019 $ 139,400 Pro forma net income (loss) $ 8,530 $ 10,031 $ 10,184 $ 17,150 |
Vinesse, LLC | |
Business Acquisition [Line Items] | |
Summary Of Allocation Of Purchase Price To The Fair Value Of Assets Acquired | The preliminary allocation of the consideration for the net assets acquired from the acquisition of Vinesse were as follows: (in thousands) Sources of financing Cash $ 14,000 Accrued other 600 Contingent consideration 2,400 Fair value of consideration 17,000 Assets acquired: Fixed assets 121 Inventory 2,502 Trade Names and Trademarks 1,200 Customer relationships 3,700 Deferred tax liability ( 1,323 ) Total identifiable assets acquired 6,200 Goodwill $ 10,800 |
ACE Cider | |
Business Acquisition [Line Items] | |
Summary Of Allocation Of Purchase Price To The Fair Value Of Assets Acquired | The preliminary allocation of the consideration for the net assets acquired from the acquisition of ACE Cider were as follows: (in thousands) Sources of financing Cash $ 46,880 Accrued other 60 Contingent consideration 500 Fair value of consideration 47,440 Assets acquired: Fixed assets 4,205 Inventory 1,350 Trademarks 6,600 Customer relationships 14,300 Deferred tax liability ( 6,531 ) Total identifiable assets acquired 19,924 Goodwill $ 27,516 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following: (in thousands) December 31, 2021 June 30, 2021 Bulk wine, spirits and cider $ 110,202 $ 119,333 Bottled wine, spirits and cider 102,740 90,083 Bottling and packaging supplies 7,751 10,482 Nonwine inventory 1,648 1,247 Total inventories $ 222,341 $ 221,145 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consists of the following: (in thousands) December 31, 2021 June 30, 2021 Buildings and improvements $ 136,916 $ 129,288 Land 33,735 33,734 Machinery and equipment 64,580 58,227 Cooperage 10,262 10,551 Vineyards 21,174 21,364 Furniture and fixtures 1,581 1,343 268,248 254,507 Less accumulated depreciation and amortization ( 60,346 ) ( 52,791 ) 207,902 201,716 Construction in progress 13,237 11,957 $ 221,139 $ 213,673 |
Goodwill and Intangibles Asse_2
Goodwill and Intangibles Assets (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill by Segment | The following table summarizes the changes in the carrying amount of goodwill by segment: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Total Balance at June 30, 2021 $ 88,808 $ 20,342 $ 745 $ 109,895 Goodwill acquired in Vinesse business combination $ 10,800 $ 10,800 Goodwill acquired in ACE Cider business acquisition 27,516 - 27,516 Balance at December 31, 2021 $ 116,324 $ 31,142 $ 745 $ 148,211 |
Schedule of Components of Finite-Lived Intangible Assets, Accumulated Amortization, and Indefinite-Lived Assets | The following tables summarize other intangible assets by class: December 31, 2021 (in thousands) Gross Accumulated Net Intangible Weighted Average Remaining Amortization Period (in years) Indefinite-life intangibles Trade names and trademarks $ 29,829 $ - $ 29,829 N/A Winery use permits 6,750 - 6,750 N/A Total Indefinite-life intangibles 36,579 - 36,579 Definite-life intangibles Customer and Sommelier relationships 24,300 ( 1,814 ) 22,486 4.9 Trade names and trademarks 1,200 - 1,200 Total definite-life intangibles 25,500 ( 1,814 ) 23,686 Total other intangible assets $ 62,079 $ ( 1,814 ) $ 60,265 June 30, 2021 (in thousands) Gross Accumulated Net Intangible Weighted Average Remaining Amortization Period (in years) Indefinite-life intangibles Trade names and trademarks $ 23,229 $ - $ 23,229 N/A Winery use permits 6,750 - 6,750 N/A Total Indefinite-life intangibles 29,979 - 29,979 Definite-life intangibles Customer and Sommelier relationships 6,300 ( 200 ) 6,100 4.7 Total definite-life intangibles 6,300 ( 200 ) 6,100 Total other intangible assets $ 36,279 $ ( 200 ) $ 36,079 |
Estimated Future Amortization Expense for Finite-Lived Intangible Assets | As of December 31, 2021, estimated future amortization expense for definite-lived assets is as follows: 2022 remaining $ 2,743 2023 5,367 2024 5,356 2025 3,836 Thereafter 6,384 Total estimated amortization expense $ 23,686 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule Of Accrued Liabilities | The major classes of accrued liabilities are summarized as follows: (in thousands) December 31, 2021 June 30, 2021 Accrued purchases $ 8,986 $ 10,790 Accrued employee compensation 4,396 3,981 Other accrued expenses 8,065 6,754 Non related party accrued interest expense 863 202 Contingent consideration 3,884 2,151 Unearned Income 777 1,200 Captive insurance liabilities 2,000 - Total Accrued liabilities and other payables $ 28,971 $ 25,078 |
Long-Term and Other Short-Ter_2
Long-Term and Other Short-Term Borrowings (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-term and Other Short-term Obligations | The following table summarizes long-term and other short-term obligations: (in thousands) December, 2021 June 30, 2021 Note to a bank with interest at LIBOR ( 0.11 %) at December 31, 2021 plus 1.75 %; payable in quarterly installments of $ 1,180 principal with applicable interest; matures in September 2026 ; secured by specific assets of the Company. Loan amended April 2021. Quarterly payments of $ 1,066 reduced from $1,180 starting June 2021. Revised maturity date July 2026. 78,924 81,055 Capital expenditures borrowings payable at LIBOR plus 1.75 %, payable in quarterly installments of $ 1,077 , rolled into capital expenditures payable at Alternate Base Rate (ABR) ( 3.25 % at June 30, 2021) plus 0.75 % with draw expiring July, 2026 . 42,930 45,084 Note to a bank with interest fixed at 3.6 %, payable in monthly installments of $ 60 principal with applicable interest; matures in April 2023 . 941 1,227 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with applicable interest; matures in March 2024 . 1,591 1,876 Delayed Draw Term Loan ("DDTL") with interest at LIBOR ( 0.10 %) at December 2021 plus 1.75 %. Matures in July 2024 . Interest only through draw period. 67,142 29,250 DDTL with ABR ( 4.00 % at December 2021). Matures in July 2024. Interest only through draw period. No interest payments in fiscal year 2021. - 37,892 Short term unsecured promissory note; principal and interest payable upon maturity with interest at the prime rate plus 1.00 %; matures in January 2022 . 2,917 2,917 Short term unsecured promissory note; principal and interest payable upon maturity with interest at the prime rate plus 1.00 %; matures in January 2022 . 2,917 2,917 Short term unsecured promissory note; principal and interest payable upon maturity with interest at 1.06 %; matured December 31, 2021, paid January 3, 2022. 5,834 5,834 203,196 208,052 Less current maturities ( 24,321 ) ( 22,964 ) Less unamortized deferred financing costs ( 1,415 ) ( 1,547 ) $ 177,460 $ 183,541 |
Schedule of Maturities of Long-term and Other Short-term Borrowings | As of December 31, 2021, maturities of long-term and other short-term borrowings for succeeding years are as follows: (in thousands) Remaining 2022 $ 17,989 2023 12,554 2024 11,798 2025 68,999 2026 8,571 2027 83,285 $ 203,196 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Assets and Liabilities Measured on Recurring Basis | The following tables present assets and liabilities measured at fair value on a recurring basis: December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 70,013 $ - $ - $ 70,013 Total $ 70,013 $ - $ - $ 70,013 Liabilities: Contingent consideration liabilities (1) $ - $ - $ 7,386 $ 7,386 Interest rate swaps (2) - 9,778 - 9,778 Total $ - $ 9,778 $ 7,386 $ 17,164 June 30, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 6,525 $ - $ - $ 6,525 Total $ 6,525 $ - $ - $ 6,525 Liabilities: Contingent consideration liabilities (1) $ - $ - $ 4,631 $ 4,631 Interest rate swaps (2) - 13,807 - 13,807 Total $ - $ 13,807 $ 4,631 $ 18,438 |
Summary of Reconciliation of Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) | The following table provides a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): (in thousands) Contingent Balance at June 30, 2021 $ 4,631 Acquisitions 2,900 Payments ( 145 ) Balance at December 31, 2021 7,386 Less: current portion ( 3,884 ) Long term portion $ 3,502 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Reserved Shares Stock on Converted Basis | We had reserved shares of stock, on an as-if converted basis, for issuance as follows: December 31, 2021 June 30, 2021 Warrants 26,000,000 26,000,000 Earnout shares 5,726,864 5,726,864 Total 31,726,864 31,726,864 |
Commitments and Contingencies -
Commitments and Contingencies - (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | The minimum annual payments under our lease agreements are as follows: (in thousands) Total Remaining 2022 $ 3,198 2023 6,479 2024 6,588 2025 6,296 2026 5,850 2027 and thereafter 17,610 $ 46,021 |
Schedule of Purchase Commitments | Estimated future minimum grape and bulk wine purchases commitments are as follows: (in thousands) Total Remaining 2022 $ 8,091 2023 26,261 2024 11,065 2025 353 2026 353 $ 46,123 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Revenue by Segment and Region | The following tables present net revenues and income from operations directly attributable to the Company's segments: Three Months Ended December 31, 2021 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 22,171 $ 34,806 $ 25,225 $ 1,409 $ 83,611 Income (loss) from operations $ 5,196 $ 11,379 $ 8,303 $ ( 12,157 ) $ 12,721 Three Months Ended December 31, 2020 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 19,263 $ 23,079 $ 20,635 $ 0 $ 62,977 Income (loss) from operations $ 5,634 $ 6,894 $ 5,877 $ ( 7,096 ) $ 11,309 Six Months Ended December 31, 2021 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 38,374 $ 49,721 $ 49,692 $ 1,511 $ 139,298 Income (loss) from operations $ 9,383 $ 13,918 $ 15,817 $ ( 20,254 ) $ 18,864 Six Months Ended December 31, 2020 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 34,308 $ 33,975 $ 46,451 $ 2,078 $ 116,812 Income (loss) from operations $ 8,622 $ 8,012 $ 14,661 $ ( 11,421 ) $ 19,874 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table reconciles the number of common shares used to compute basic and diluted earnings per share attributable to Vintage Wine Estates, Inc., shareholders: Three Months Ended December 31, Six Months Ended December 31, (in thousands, except for per share amounts) 2021 2020 2021 2020 Net income $ 8,552 $ 9,275 $ 11,331 $ 14,637 Less: Series B dividends and accretion - 1,478 - 3,314 Less: income (loss) allocable to noncontrolling interest ( 40 ) ( 13 ) ( 65 ) 291 Net income allocable to common shareholders $ 8,592 $ 7,810 $ 11,396 $ 11,032 Numerator – Basic EPS Net income allocable to common shareholders $ 8,592 $ 7,810 $ 11,396 $ 11,032 Less: net income allocated to participating securities (Series B) - 1,340 - 1,893 Net income allocated to common shareholders $ 8,592 $ 6,470 $ 11,396 $ 9,139 Numerator – Diluted EPS Net income allocated to common shareholders $ 8,592 $ 6,470 $ 11,396 $ 9,139 Add: net income attributable to convertible debt - 160 - 323 Reallocation of income under the two-class method - 95 - ( 20 ) Net income allocated to common shareholders $ 8,592 $ 6,725 $ 11,396 $ 9,442 Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 60,462 21,921 60,462 21,921 Denominator – Diluted Common Shares Effect of dilutive securities: Stock options - 367 - 344 Convertible debt - 2,229 - 2,229 Weighted average common shares - Diluted 60,462 24,517 60,462 24,494 Net income per share – basic: Common Shares $ 0.14 $ 0.30 $ 0.19 $ 0.42 Net income per share – diluted: Common Shares $ 0.14 $ 0.27 $ 0.19 $ 0.39 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities have been excluded from the calculations of diluted earnings per share attributable to common shareholders because including them would have been antidilutive: Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Shares subject to warrants to purchase common stock 26,000,000 - 26,000,000 - Shares subject to options to purchase common stock - 793,413 - 824,927 Total 26,000,000 793,413 26,000,000 824,927 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Components of The Related Party Receivables and Related Party Liabilities | The components of related party revenues and expenses are as follows: Three Months Ended Six Months Ended (in thousands) December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 Revenues: Warehousing and fulfillment services $ - $ 332 $ - $ 544 Storage and bottling of alcoholic beverages - 6 - 21 Management fees - 114 - 229 Expenses: Concourse Warehouse lease - 36 - 241 Swanson lease - 190 - 353 Z.R. Waverly lease - 38 - 66 |
Schedule of Future Minimum Lease Payments | The minimum annual payments under our lease agreements are as follows: (in thousands) Total Remaining 2022 $ 3,198 2023 6,479 2024 6,588 2025 6,296 2026 5,850 2027 and thereafter 17,610 $ 46,021 |
Organization and Significant _4
Organization and Significant Accounting Policies - Additional information (Details) $ in Thousands | Oct. 01, 2021USD ($) | Jun. 07, 2021USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)Segmentshares | Dec. 31, 2020USD ($) | Jun. 30, 2021USD ($) |
Subsidiary Sale Of Stock [Line Items] | ||||||
Business combination fee and expense received | $ 248,700 | |||||
Restricted Cash | $ 6,600 | $ 6,600 | $ 4,800 | |||
Cash deposited FDIC insurance limits | $ 80,900 | $ 80,900 | 121,600 | |||
Number of reporting segments | Segment | 3 | |||||
Stock-based compensation expense | $ 0 | $ 458 | ||||
Federal income tax at the statutory rate | 21.00% | 21.00% | ||||
Additional shares received of common stock | shares | 5,726,864 | 5,726,864 | ||||
Expected volatility of common stock | 55.00% | |||||
Expected Realized benefits, Percentage | 50.00% | |||||
Captive Insurance Letter of Credit [Member] | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Restricted Cash | $ 1,800 | |||||
2021 Omnibus Incentive Plan | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Term of plan | 10 years | |||||
VWE Captive LLC [Member] | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Secured insurance claims limit | $ 10,000 |
Organization and Significant _5
Organization and Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 |
Cash and Cash Equivalents [Abstract] | |||||
Cash and cash equivalents | $ 75,145 | $ 118,879 | |||
Restricted Cash | 6,600 | 4,800 | |||
Total cash, cash equivalents and restricted cash as shown in the statement of cash flows | $ 81,745 | $ 123,679 | $ 2,669 | $ 123,679 | $ 1,751 |
Organization and Significant _6
Organization and Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 83,611 | $ 62,977 | $ 139,298 | $ 116,812 |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 81,977 | 61,684 | 136,127 | 113,866 |
Canada | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 808 | 982 | 1,312 | 2,202 |
Europe, Middle East, & Africa | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 229 | 62 | 641 | 177 |
Asia Pacific | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 382 | 249 | 837 | 497 |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 215 | $ 0 | $ 381 | $ 70 |
Organization and Significant _7
Organization and Significant Accounting Policies - Summary of Disaggregation of Revenue Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 83,611 | $ 62,977 | $ 139,298 | $ 116,812 |
Point in Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 68,124 | 53,642 | 114,946 | 99,043 |
Over a period of Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 15,487 | $ 9,335 | $ 24,352 | $ 17,769 |
Organization and Significant _8
Organization and Significant Accounting Policies - Schedules of Customer Concentration Risk (Details) - Customer Concentration | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Customer A | Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 15.90% | 41.00% | 19.80% | 39.00% | |
Customer A | Receivables | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 34.40% | 35.00% | |||
Customer B | Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 13.00% | 10.20% | 16.00% | ||
Customer B | Receivables | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.90% | 21.00% | |||
Customer C | Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 13.10% | 11.40% | |||
Customer D | Receivables | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.40% |
Merger and Reverse Recapitali_2
Merger and Reverse Recapitalization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 07, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Jan. 18, 2021 |
Business Acquisition [Line Items] | ||||
Earnout shares issued | 0 | |||
Fair value of earn out shares | $ 32.4 | |||
Earn out shares, description | is at or above $15 (but below $20), 50% of the Earnout Shares will be issued; and | |||
Additional earn out shares received | 5,726,864 | |||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, shares outstanding | 60,461,611 | 60,461,611 | ||
Common stock, par value | $ / shares | $ 0 | $ 0 | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Common stock, shares issued | 60,461,611 | 60,461,611 | 1,229,443 | |
BCAC | ||||
Business Acquisition [Line Items] | ||||
Conversion of stock, shares | 2.85708834472042 | |||
Warrants outstanding | 26,000,000 | |||
Preferred stock, par value | $ 0 | |||
Preferred stock, shares authorized | 2,000,000 | |||
Preferred stock, shares outstanding | 0 | |||
Common stock, par value | $ / shares | $ 0 | |||
Common stock, shares authorized | 200,000,000 | |||
Common stock, shares issued | 26,828,256 | 60,461,611 | ||
Escrow share deposits | 1,000,002 | |||
BCAC | Paycheck Protection Program | ||||
Business Acquisition [Line Items] | ||||
Escrow deposit | $ 6.6 | |||
BCAC | PIPE | ||||
Business Acquisition [Line Items] | ||||
Aggregate purchase price of common stock | $ 100 | |||
Sale of stock to subscribers | 10,000,000 | |||
Sale of stock, price per share | $ 10 | |||
TGAM | ||||
Business Acquisition [Line Items] | ||||
Stock repurchased during period, shares | 2,889,507 | |||
Stock repurchased during period, value | $ 32 |
Acquisitions - Schedule Of Summ
Acquisitions - Schedule Of Summary of allocation of Consideration For the Net Assets Acquired (Details) - USD ($) $ in Thousands | Nov. 16, 2021 | Oct. 04, 2021 | Jan. 18, 2021 | Dec. 31, 2021 | Jun. 30, 2021 |
Business Acquisition [Line Items] | |||||
Cash | $ 14,000 | $ 12,500 | |||
Goodwill | $ 148,211 | $ 109,895 | |||
Vinesse, LLC | |||||
Business Acquisition [Line Items] | |||||
Cash | 14,000 | ||||
Accrued other | 600 | ||||
Contingent consideration | 2,400 | ||||
Fair value of consideration | 17,000 | ||||
Fixed assets | 121 | ||||
Inventory | 2,502 | ||||
Trade Names and Trademarks | 1,200 | ||||
Customer relationships | 3,700 | ||||
Deferred tax liability | 1,323 | ||||
Total identifiable assets acquired | 6,200 | ||||
Goodwill | $ 10,800 | ||||
ACE Cider [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 46,880 | ||||
Accrued other | 60 | ||||
Contingent consideration | 500 | ||||
Fair value of consideration | 47,440 | ||||
Fixed assets | 4,205 | ||||
Inventory | 1,350 | ||||
Trade Names and Trademarks | 6,600 | ||||
Customer relationships | 14,300 | ||||
Deferred tax liability | 6,531 | ||||
Total identifiable assets acquired | 19,924 | ||||
Goodwill | $ 27,516 |
Acquisitions - Schedule Of Busi
Acquisitions - Schedule Of Business Acquisition Pro Forma Information (Details) - Vinesse and ACE Cider - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Total pro forma revenues | $ 85,439 | $ 73,712 | $ 152,019 | $ 139,400 |
Pro forma net income (loss) | $ 8,530 | $ 10,031 | $ 10,184 | $ 17,150 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | Nov. 16, 2021USD ($)Rate | Oct. 04, 2021USD ($)Rate | Jan. 18, 2021USD ($) | Dec. 31, 2021USD ($)Rate |
Business Acquisition [Line Items] | ||||
Purchase consideration | $ 47,400 | $ 17,000 | $ 25,000 | |
Cash payment to acquire buiness | 14,000 | $ 12,500 | ||
Consulting fees | 200 | |||
Aggregate consulting fee | 600 | |||
Earnout payable | $ 2,400 | |||
Working capital adjustment to purchase price | $ 1,500 | |||
Vinesse and ACE Cider | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Pro Forma Revenue | 7,900 | |||
Increase In Business Acquisition Pro Forma Revenue | $ 500 | |||
ACE Cider | ||||
Business Acquisition [Line Items] | ||||
Effective date of acquisition | Nov. 16, 2021 | |||
Percentage of ownership interest acquired | 100.00% | |||
Cash payment to acquire buiness | $ 46,880 | |||
Vinesse, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition description | On October 4, 2021, the Company acquired 100% of the members' interest in Vinesse, LLC, a California limited liability company ("Vinesse"). Vinesse is a direct-to-consumer platform company that specializes in wine clubs with over 60,000 members. | |||
Cash payment to acquire buiness | $ 14,000 | |||
Measurement Input Royalty Rate Member | ACE Cider | ||||
Business Acquisition [Line Items] | ||||
Key assumption rate | Rate | 3 | |||
Measurement Input Royalty Rate Member | Vinesse, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of ownership interest acquired | 100.00% | |||
Key assumption rate | Rate | 1.8 | |||
Measurement Input Discount Rate Member | ||||
Business Acquisition [Line Items] | ||||
Key assumption rate | 13.5 | |||
Measurement Input Discount Rate Member | ACE Cider | ||||
Business Acquisition [Line Items] | ||||
Key assumption rate | Rate | 13 | |||
Measurement Input Discount Rate Member | Vinesse, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Key assumption rate | Rate | 17.5 | 18 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Inventory [Line Items] | ||
Inventories | $ 222,341 | $ 221,145 |
Bulk Wine and Spirits | ||
Inventory [Line Items] | ||
Inventories | 110,202 | 119,333 |
Bottled Wine and Spirits | ||
Inventory [Line Items] | ||
Inventories | 102,740 | 90,083 |
Bottling and Packaging Supplies | ||
Inventory [Line Items] | ||
Inventories | 7,751 | 10,482 |
Nonwine Inventory | ||
Inventory [Line Items] | ||
Inventories | $ 1,648 | $ 1,247 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||||
Impairment of inventory | $ 0 | $ 3,300 | $ 0 | $ 3,300 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 268,248 | $ 254,507 |
Less accumulated depreciation and amortization | (60,346) | (52,791) |
Property, Plant and Equipment, Net Before Construction and Development In Progress | 207,902 | 201,716 |
Construction in progress | 13,237 | 11,957 |
Property, Plant and Equipment, Net | 221,139 | 213,673 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 136,916 | 129,288 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 33,735 | 33,734 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 64,580 | 58,227 |
Cooperage | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 10,262 | 10,551 |
Vineyards | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 21,174 | 21,364 |
Furniture and equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,581 | $ 1,343 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 4.5 | $ 2.7 | $ 8.1 | $ 5.3 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - Summary of Goodwill by Segment (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | $ 109,895 |
Goodwill, Ending Balance | 148,211 |
ACE Cider [Member] | |
Goodwill [Line Items] | |
Goodwill acquired during period | 27,516 |
Vinesse, LLC [Member] | |
Goodwill [Line Items] | |
Goodwill acquired during period | 10,800 |
Wholesale | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 88,808 |
Goodwill acquired during period | 27,516 |
Goodwill, Ending Balance | 116,324 |
Direct to Consumer | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 20,342 |
Goodwill acquired during period | 10,800 |
Goodwill, Ending Balance | 31,142 |
Business to Business | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 745 |
Goodwill acquired during period | |
Goodwill, Ending Balance | $ 745 |
Goodwill and Intangible asset_2
Goodwill and Intangible assets - Schedule of Components of Finite-Lived Intangible Assets, Accumulated Amortization, and Indefinite-Lived Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total indefinite-life intangibles, Amount | $ 36,579 | $ 29,979 |
Total definite-life intangibles, Gross Carrying Amount | 25,500 | 6,300 |
Total definite-life intangibles, Accumulated Amortization | 1,814 | 200 |
Total definite-life intangibles, Net Carrying Amount | 23,686 | 6,100 |
Total other intangibles assets, Gross Carrying Amount | 62,079 | 36,279 |
Total other intangibles assets, Accumulated Amortization | 1,814 | 200 |
Total other intangibles assets, Net Carrying Amount | 60,265 | 36,079 |
Customer and Sommerlier Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total definite-life intangibles, Gross Carrying Amount | 24,300 | 6,300 |
Total definite-life intangibles, Accumulated Amortization | 1,814 | 200 |
Total definite-life intangibles, Net Carrying Amount | $ 22,486 | $ 6,100 |
Weighted Average Remaining Amortization Period (in years) | 4 years 10 months 24 days | 4 years 8 months 12 days |
Trade names and Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total indefinite-life intangibles, Amount | $ 29,829 | $ 23,229 |
Total definite-life intangibles, Gross Carrying Amount | 1,200 | |
Total definite-life intangibles, Accumulated Amortization | ||
Total definite-life intangibles, Net Carrying Amount | 1,200 | |
Winery Use Permits | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total indefinite-life intangibles, Amount | $ 6,750 | $ 6,750 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 148,211,000 | $ 148,211,000 | $ 109,895,000 | ||
Amortization expense | $ 1,100 | $ 25,000 | $ 1,600 | $ 50,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense for Finite-Lived Intangible Assets (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2022 remaining | $ 2,743 |
2023 | 5,367 |
2024 | 5,356 |
2025 | 3,836 |
Thereafter | 6,384 |
Total estimated amortization expense | $ 23,686 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule Of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Payables and Accruals [Abstract] | ||
Accrued purchases | $ 8,986 | $ 10,790 |
Accrued employee compensation | 4,396 | 3,981 |
Other accrued expenses | 8,065 | 6,754 |
Non related party accrued interest expense | 863 | 202 |
Contingent consideration | 3,884 | 2,151 |
Unearned Income | 777 | 1,200 |
Captive insurance liabilities | 2,000 | 0 |
Total Accrued liabilities and other payables | $ 28,971 | $ 25,078 |
Long-Term and Other Short-Ter_3
Long-Term and Other Short-Term Borrowings - Summary of Long-term and Other Short-term Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Debt Instrument [Line Items] | ||
Long term debt | $ 203,196 | $ 208,052 |
Less current maturities | (24,321) | (22,964) |
Less unamortized deferred financing costs | (1,415) | (1,547) |
Long-term debt and lease obligation | 177,460 | 183,541 |
January 2022 | Unsecured convertible promissory note | ||
Debt Instrument [Line Items] | ||
Long term debt | 2,917 | 2,917 |
Dec 31 2021 | Unsecured convertible promissory note | ||
Debt Instrument [Line Items] | ||
Long term debt | 5,834 | 5,834 |
Base Rate | Borrowings | ||
Debt Instrument [Line Items] | ||
Long term debt | 42,930 | 45,084 |
Notes Payable to Bank | April 2023 | ||
Debt Instrument [Line Items] | ||
Long term debt | 941 | 1,227 |
Notes Payable to Bank | March 2024 | ||
Debt Instrument [Line Items] | ||
Long term debt | 1,591 | 1,876 |
Notes Payable to Bank | July 2024 | ||
Debt Instrument [Line Items] | ||
Long term debt | 37,892 | |
Notes Payable to Bank | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Long term debt | 78,924 | 81,055 |
Notes Payable to Bank | London Interbank Offered Rate (LIBOR) | July 2024 | ||
Debt Instrument [Line Items] | ||
Long term debt | $ 67,142 | $ 29,250 |
Long-Term and Other Short-Ter_4
Long-Term and Other Short-Term Borrowings - Summary of Long-term and Other Short-term Obligations (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2021 |
January 2022 | Unsecured convertible promissory note | ||||
Debt Instrument [Line Items] | ||||
Maturity period | 2022-01 | |||
Debt instrument, basis spread on variable rate | 1.00% | |||
Dec 31 2021 | Unsecured convertible promissory note | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.06% | |||
Borrowings | July 2026 | ||||
Debt Instrument [Line Items] | ||||
Maturity period | 2026-07 | |||
Debt instrument, basis spread on variable rate | 0.75% | |||
Borrowings | London Interbank Offered Rate (LIBOR) | June 2021 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.75% | |||
Borrowings | Base Rate | July 2026 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 3.25% | |||
Notes Payable to Bank | April 2023 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, periodic payment | $ 60 | |||
Maturity period | 2023-04 | |||
Fixed interest rate | 3.60% | 3.60% | 3.60% | |
Notes Payable to Bank | March 2024 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, periodic payment | $ 61 | |||
Maturity period | 2024-03 | |||
Fixed interest rate | 2.75% | 2.75% | 2.75% | |
Notes Payable to Bank | July 2024 | ||||
Debt Instrument [Line Items] | ||||
Maturity period | 2024-07 | |||
Debt instrument, basis spread on variable rate | (0.10%) | 1.75% | ||
Notes Payable to Bank | September 2026 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.75% | |||
Notes Payable to Bank | London Interbank Offered Rate (LIBOR) | June 2021 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, periodic payment | $ 1,077 | |||
Notes Payable to Bank | London Interbank Offered Rate (LIBOR) | July 2026 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, periodic payment | $ 1,066 | |||
Notes Payable to Bank | London Interbank Offered Rate (LIBOR) | September 2026 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, periodic payment | $ 1,180 | |||
Maturity period | 2026-09 | |||
Debt instrument, basis spread on variable rate | (0.11%) | |||
Notes Payable to Bank | Base Rate | July 2024 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 4.00% |
Long-Term Debt and Other Short-
Long-Term Debt and Other Short-Term Borrowings - Schedule of Maturities of Long-term and Other Short-term Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Long Term Debt [Abstract] | ||
2022 | $ 17,989 | |
2023 | 12,554 | |
2024 | 11,798 | |
2025 | 68,999 | |
2026 | 8,571 | |
2027 | 83,285 | |
Long term debt | $ 203,196 | $ 208,052 |
Long-Term Debt and Other Shor_2
Long-Term Debt and Other Short-Term Borrowings - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jan. 18, 2021 | |
Debt Instrument [Line Items] | ||||||
Common stock, shares issued | 60,461,611 | 60,461,611 | 60,461,611 | 1,229,443 | ||
Accounts Receivable And Inventory Revolving Facility | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 230,000,000 | $ 230,000,000 | ||||
Capital Expenditure Facility | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 50,000,000 | $ 50,000,000 | ||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, interest rate, effective percentage | 4.00% | 2.20% | 4.00% | 2.20% | ||
Available amount under line of credit | $ 99,100,000 | $ 99,100,000 | $ 125,000,000 | |||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | 100,000,000 | 100,000,000 | ||||
Amended And Restated Loan And Security Agreement | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | 350,000,000 | 350,000,000 | ||||
Amended And Restated Loan And Security Agreement | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | 480,000,000 | 480,000,000 | ||||
Delay Draw Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | 100,000,000 | 100,000,000 | ||||
Delay Draw Term Loan Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | 50,000,000 | 50,000,000 | ||||
Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of deferred loan costs | $ 33,000 | $ 125,800 | $ 66,000 | $ 237,800 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 | |
Assets: | |||
Assets | $ 70,013 | $ 6,525 | |
Liabilities: | |||
Contingent consideration liabilities | [1] | 7,386 | 4,631 |
Interest rate derivative | [2] | 9,778 | 13,807 |
Liabilities | 17,164 | 18,438 | |
Fair Value, Inputs, Level 1 | |||
Assets: | |||
Assets | 70,013 | 6,525 | |
Liabilities: | |||
Contingent consideration liabilities | [1] | 0 | 0 |
Interest rate derivative | [2] | 0 | 0 |
Liabilities | 0 | 0 | |
Fair Value, Inputs, Level 2 | |||
Assets: | |||
Assets | 0 | 0 | |
Liabilities: | |||
Contingent consideration liabilities | [1] | 0 | 0 |
Interest rate derivative | [2] | 9,778 | 13,807 |
Liabilities | 9,778 | 13,807 | |
Fair Value, Inputs, Level 3 | |||
Assets: | |||
Assets | 0 | 0 | |
Liabilities: | |||
Contingent consideration liabilities | [1] | 7,386 | 4,631 |
Interest rate derivative | [2] | 0 | 0 |
Liabilities | 7,386 | 4,631 | |
Money Market Funds | |||
Assets: | |||
Assets | 70,013 | 6,525 | |
Money Market Funds | Fair Value, Inputs, Level 1 | |||
Assets: | |||
Assets | 70,013 | 6,525 | |
Money Market Funds | Fair Value, Inputs, Level 2 | |||
Assets: | |||
Assets | 0 | 0 | |
Money Market Funds | Fair Value, Inputs, Level 3 | |||
Assets: | |||
Assets | $ 0 | $ 0 | |
[1] | (1) We assess the fair value of contingent consideration to be settled in cash related to acquisitions using probability weighted models for the various contractual earn-outs. These are Level 3 measurements. Significant unobservable inputs used in the estimated fair values of these contingent consideration liabilities include probabilities of achieving customer related performance targets, specified sales milestones, consulting milestones, changes in unresolved claims, projected revenue or changes in discount rates. | ||
[2] | (2) The fair value of interest rate swaps is estimated using a discounted cash flow analysis that considers the expected future cash flows of each interest rate swap. This analysis reflects the contractual terms of the interest rate swap, including the remaining period to maturity, and uses market-corroborated Level 2 inputs, including forward interest rate curves and implied interest rate volatilities. The fair value of an interest rate swap is estimated by discounting future fixed cash payments against the discounted expected variable cash receipts. The variable cash receipts are estimated based on an expectation of future interest rates derived from forward interest rate curves. The fair value of an interest rate swap also incorporates credit valuation adjustments to reflect the non-performance risk of the Company and the respective counterparty. |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Reconciliation of Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Less: current portion | $ (3,884) | $ (2,151) |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Beginning Balance | 4,631 | |
Acquisitions | 2,900 | |
Payments | (145) | |
Ending Balance | 7,386 | |
Less: current portion | (3,884) | |
Long term portion | $ 3,502 |
Redeemable Stock and Redeemab_2
Redeemable Stock and Redeemable Noncontrolling Interest - Additional Information (Details) - USD ($) $ in Thousands | Jun. 07, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Jun. 30, 2021 | Jan. 18, 2021 |
Minority Interest [Line Items] | ||||||
Common stock, shares issued | 60,461,611 | 60,461,611 | 1,229,443 | |||
Redeemable shares authorized | 2,000,000 | 2,000,000 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Stock issued during period, value | $ 0 | $ 0 | ||||
April 2018 Series A Redeemable Stock | ||||||
Minority Interest [Line Items] | ||||||
Temporary equity accretion of dividends | $ 3,900 | $ 7,900 | ||||
Dividend accretion | 3,900 | 7,900 | ||||
April 2018 Series B Redeemable Cumulative Series B Stock | ||||||
Minority Interest [Line Items] | ||||||
Temporary equity accretion of dividends | 1,500 | 3,300 | ||||
Unpaid cumulative dividend | 4,600 | |||||
Dividend accretion | $ 1,500 | $ 3,300 | ||||
Series A | July 2018 Issuance of Series A Redeemable Stock | ||||||
Minority Interest [Line Items] | ||||||
Shares subject to accretion in carrying value, shares | 397,239 | |||||
Tamarack Cellars | Series A | January 2018 Series A Redeemable Stock | ||||||
Minority Interest [Line Items] | ||||||
Shares subject to accretion in carrying value, shares | 130,338 | |||||
TGAM | ||||||
Minority Interest [Line Items] | ||||||
Stock repurchased during period, shares | 2,889,507 | |||||
Put Option | July 2018 Issuance of Series A Redeemable Stock | ||||||
Minority Interest [Line Items] | ||||||
Carrying value of common stock | $ 8,300 | |||||
Put Option | Tamarack Cellars | January 2018 Series A Redeemable Stock | ||||||
Minority Interest [Line Items] | ||||||
Carrying value of common stock | $ 2,600 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Reserved Shares Stock on Converted Basis (Details) - Common Stock - shares | Dec. 31, 2021 | Jun. 30, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Reserved shares of stock for issuance | 31,726,864 | 31,726,864 |
Warrants | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Reserved shares of stock for issuance | 26,000,000 | 26,000,000 |
Earnout Shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Reserved shares of stock for issuance | 5,726,864 | 5,726,864 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 07, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Jan. 18, 2021 | Sep. 30, 2020 | Jun. 30, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share-based Payment Arrangement, Expense | $ 0 | $ 0 | ||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||||||
Common stock, par value | $ 0 | $ 0 | $ 0 | |||||||
Common stock, shares issued | 60,461,611 | 60,461,611 | 60,461,611 | 1,229,443 | ||||||
Common Stock | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares outstanding | 60,461,611 | 26,460,375 | 60,461,611 | 26,460,375 | 60,461,611 | 60,461,611 | 26,460,375 | 26,460,375 | ||
2021 Omnibus Incentive Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 10.50 | |||||||||
Contractual life | 10 years | |||||||||
Percentage Of Stock Options Expected To Vest After Eighteen Months Of Grant Date | 25.00% | |||||||||
Percentage Of Stock Options Expected To Vest On Each Of Second, Third And Fourth Anniversary Of The Grant Date | 25.00% | |||||||||
Required Minimum Volume Weighted Average Price Per Common Stock For Exercise Of Vested Options | $ 12.50 | |||||||||
2015 Stock Option Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Incremental Compensation Expense | $ 2,600 | |||||||||
Share-based Payment Arrangement, Expense | $ 100 | $ 500 | ||||||||
Fair Value Of Options Settled | $ 5,300 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Tax Credit Carryforward [Line Items] | |||
Deferred income tax expense benefit | $ (6,030) | $ 0 | |
Federal income tax at the statutory rate | 21.00% | 21.00% |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessor, Lease, Description [Line Items] | ||||
Operating leases, rent expense | $ 0 | $ 1,700,000 | $ 0 | $ 3,600,000 |
Purchases under contract | $ 11,300,000 | $ 4,600,000 | $ 21,200,000 | $ 16,300,000 |
Lease Agreements for Non-cancelable Operating Leases | Maximum | ||||
Lessor, Lease, Description [Line Items] | ||||
Lessor, operating lease, term of contract | 15 years | 15 years | ||
Lease expiration | 2031-11 | |||
Lease Agreements for Non-cancelable Operating Leases | Maximum | Two Lease Renewal Periods | ||||
Lessor, Lease, Description [Line Items] | ||||
Renewal terms | 10 years | 10 years | ||
Lease Agreements for Non-cancelable Operating Leases | Maximum | Other Leases Renewal Periods | ||||
Lessor, Lease, Description [Line Items] | ||||
Renewal terms | 5 years | 5 years | ||
Lease Agreements for Non-cancelable Operating Leases | Minimum | ||||
Lessor, Lease, Description [Line Items] | ||||
Lessor, operating lease, term of contract | 2 years | 2 years | ||
Lease expiration date | Dec. 31, 2021 | |||
Lease Agreements for Non-cancelable Operating Leases | Minimum | Two Lease Renewal Periods | ||||
Lessor, Lease, Description [Line Items] | ||||
Renewal terms | 5 years | 5 years |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remaining 2022 | $ 3,198 |
2023 | 6,479 |
2024 | 6,588 |
2025 | 6,296 |
2026 | 5,850 |
2027 and thereafter | 17,610 |
Total lease payments | $ 46,021 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Purchase Commitments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remaining 2022 | $ 8,091 |
2023 | 26,261 |
2024 | 11,065 |
2025 | 353 |
2026 | 353 |
Purchase Obligation | $ 46,123 |
Segments - Summary of Revenue b
Segments - Summary of Revenue by Segment and Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 83,611 | $ 62,977 | $ 139,298 | $ 116,812 |
Income (loss) from operations | 12,721 | 11,309 | 18,864 | 19,874 |
Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 22,171 | 19,263 | 38,374 | 34,308 |
Income (loss) from operations | 5,196 | 5,634 | 9,383 | 8,622 |
Direct to Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 34,806 | 23,079 | 49,721 | 33,975 |
Income (loss) from operations | 11,379 | 6,894 | 13,918 | 8,012 |
Business to Business | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 25,225 | 20,635 | 49,692 | 46,451 |
Income (loss) from operations | 8,303 | 5,877 | 15,817 | 14,661 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 1,409 | 0 | 1,511 | 2,078 |
Income (loss) from operations | $ (12,157) | $ (7,096) | $ (20,254) | $ (11,421) |
Segments - Summary of Revenue_2
Segments - Summary of Revenue by Segment and Region Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Amortization expense | $ 1,100 | $ 25,000 | $ 1,600 | $ 50,000 |
Direct to Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation expense recognized for assets | 200,000 | 700,000 | 500,000 | 500,000 |
Amortization expense | $ 500,000 | $ 25,000 | $ 1,100,000 | $ 50,000 |
Earning Per Share - Computation
Earning Per Share - Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net income | $ 8,552 | $ 9,275 | $ 11,331 | $ 14,637 |
Less: Series B dividends and accretion | 0 | 1,478 | 0 | 3,314 |
Less: income (loss) allocable to noncontrolling interest | (40) | (13) | (65) | 291 |
Net income allocable to common shareholders | 8,592 | 7,810 | 11,396 | 11,032 |
Numerator- Basic EPS | ||||
Less: net income allocated to participating securities (Series B) | 0 | 1,340 | 0 | 1,893 |
Net income allocated to common shareholders | 8,592 | 6,470 | 11,396 | 9,139 |
Numerator- Diluted EPS | ||||
Add: net income attributable to convertible debt | 0 | 160 | 0 | 323 |
Reallocation of Income (loss) Under the two-Class Method | 0 | 95 | 0 | (20) |
Net income allocated to common shareholders | $ 8,592 | $ 6,725 | $ 11,396 | $ 9,442 |
Weighted average common shares - Basic | 60,461,611 | 21,920,583 | 60,461,611 | 21,920,583 |
Weighted average common shares - Diluted | 60,461,611 | 24,516,984 | 60,461,611 | 24,493,615 |
Basic | $ 0.14 | $ 0.30 | $ 0.19 | $ 0.42 |
Diluted | $ 0.14 | $ 0.27 | $ 0.19 | $ 0.39 |
Convertible Debt | ||||
Numerator- Diluted EPS | ||||
Effect of dilutive securities | 0 | 2,229 | 0 | 2,229 |
Stock Options | ||||
Numerator- Diluted EPS | ||||
Effect of dilutive securities | 0 | 367 | 0 | 344 |
Earning Per Share - Antidilutiv
Earning Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 26,000,000 | 793,413 | 26,000,000 | 824,927 |
Warrants | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 26,000,000 | 0 | 26,000,000 | 0 |
Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 0 | 793,413 | 0 | 824,927 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Components of The Related Party Receivables and Related Party Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
NET REVENUES | $ 83,611 | $ 62,977 | $ 139,298 | $ 116,812 |
Warehousing and Fulfillment Services | ||||
Related Party Transaction [Line Items] | ||||
NET REVENUES | 0 | 332 | 0 | 544 |
Storage and Bottling of Alcoholic Beverages | ||||
Related Party Transaction [Line Items] | ||||
NET REVENUES | 0 | 6 | 0 | 21 |
Management Fees | ||||
Related Party Transaction [Line Items] | ||||
NET REVENUES | 0 | 114 | 0 | 229 |
Concourse Warehouse Lease | ||||
Related Party Transaction [Line Items] | ||||
Expenses | 0 | 36 | 0 | 241 |
Swanson Lease | ||||
Related Party Transaction [Line Items] | ||||
Expenses | 0 | 190 | 0 | 353 |
ZR Waverly Lease | ||||
Related Party Transaction [Line Items] | ||||
Expenses | $ 0 | $ 38 | $ 0 | $ 66 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Oct. 04, 2021USD ($) | Jan. 18, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | Jun. 30, 2021USD ($) |
Related Party Transaction [Line Items] | ||||||||
Revenue from related parties | $ 0 | $ 332,000 | $ 0 | $ 44,000 | $ 0 | |||
Related party, management fees | 0 | 114,000 | 0 | 229,000 | ||||
Amount collected on related party's | 0 | 0 | $ 0 | |||||
Related party transaction, amounts of transaction | 0 | 6,000 | ||||||
Other expenses | 124,800 | 126,000 | 195,700 | 201,000 | ||||
Payments related to sponsorship and marketing services | 106,000 | 96,000 | 193,000 | 215,000 | ||||
Operating leases, rent expense | 0 | 1,700,000 | 0 | 3,600,000 | ||||
Cash | $ 14,000,000 | $ 12,500,000 | ||||||
Purchases under contract | $ 11,300,000 | 4,600,000 | $ 21,200,000 | 16,300,000 | ||||
Concourse Warehouse Lease | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating leases, rent expense | 36,000 | 241,000 | ||||||
Swanson Lease | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating leases, rent expense | 190,000 | 353,000 | ||||||
ZR Waverly Lease | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating leases, rent expense | $ 38,000 | $ 66,000 | ||||||
Payment to purchase leased property | $ 1,500,000 | |||||||
Lease Agreements for Non-cancelable Operating Leases | Minimum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lessor, operating lease, term of contract | 2 years | 2 years | ||||||
Lease expiration date | Dec. 31, 2021 | |||||||
Lease Agreements for Non-cancelable Operating Leases | Minimum | Two Lease Renewal Periods | ||||||||
Related Party Transaction [Line Items] | ||||||||
Renewal terms | 5 years | 5 years | ||||||
Lease Agreements for Non-cancelable Operating Leases | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lessor, operating lease, term of contract | 15 years | 15 years | ||||||
Lease expiration | 2031-11 | |||||||
Lease Agreements for Non-cancelable Operating Leases | Maximum | Two Lease Renewal Periods | ||||||||
Related Party Transaction [Line Items] | ||||||||
Renewal terms | 10 years | 10 years | ||||||
Lease Agreements for Non-cancelable Operating Leases | Maximum | Other Leases Renewal Periods | ||||||||
Related Party Transaction [Line Items] | ||||||||
Renewal terms | 5 years | 5 years | ||||||
Office Building | Concourse Warehouse Lease | ||||||||
Related Party Transaction [Line Items] | ||||||||
Land subject to ground leases | ft² | 15,000 | 15,000 | ||||||
Warehouse | Concourse Warehouse Lease | ||||||||
Related Party Transaction [Line Items] | ||||||||
Land subject to ground leases | ft² | 80,000 | 80,000 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Related Party Transaction [Line Items] | |
Remaining 2022 | $ 3,198 |
2023 | 6,479 |
2024 | 6,588 |
2025 | 6,296 |
2026 | 5,850 |
2027 and thereafter | 17,610 |
Total lease payments | $ 46,021 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | Nov. 16, 2021 | Oct. 04, 2021 | Oct. 01, 2021 | Jan. 18, 2021 | Dec. 31, 2021 | Jun. 30, 2021 |
Subsequent Event [Line Items] | ||||||
Subsequent Event, Description | On January 18, 2021, the Company acquired 100% of the capital stock in Meier's Wine Cellars, Inc., DBA Meier's Beverage Group ("Meier's"), an Ohio company. | |||||
Purchase consideration | $ 47,400 | $ 17,000 | $ 25,000 | |||
Common stock, shares issued | 1,229,443 | 60,461,611 | 60,461,611 | |||
Common stock, value | $ 12,500 | $ 0 | $ 0 | |||
Business combination additional contingent consideration payable | 10,000 | |||||
Cash payment to acquire buiness | 14,000 | $ 12,500 | ||||
Aggregate consulting fee | 600 | |||||
Earnout payable | $ 2,400 | |||||
Captive | ||||||
Subsequent Event [Line Items] | ||||||
Secured insurance claims limit | $ 10,000 | |||||
Meier's Wine Cellars, Inc | ||||||
Subsequent Event [Line Items] | ||||||
Subsidiaries holding percentage | 100.00% |