Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
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 | 60,945,682 | |
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 | ommon stock, no par value per share | |
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 | Mar. 31, 2022 | Jun. 30, 2021 |
Current assets: | ||
Cash | $ 69,109 | $ 118,879 |
Restricted cash | 6,600 | 4,800 |
Accounts receivable, net | 39,649 | 21,193 |
Other receivables | 13,668 | 7,490 |
Inventories | 221,264 | 221,145 |
Prepaid expenses and other current assets | 10,968 | 8,538 |
Total current assets | 361,258 | 382,045 |
Property, plant, and equipment, net | 234,141 | 213,673 |
Goodwill | 158,185 | 109,895 |
Intangible assets, net | 64,809 | 36,079 |
Other assets | 7,635 | 1,806 |
Total assets | 826,028 | 743,498 |
Current liabilities | ||
Line of credit | 146,732 | 87,351 |
Accounts payable | 14,777 | 17,301 |
Accrued liabilities and other payables | 30,460 | 25,078 |
Current maturities of long-term debt | 21,200 | 22,964 |
Total current liabilities | 213,169 | 152,694 |
Other long-term liabilities | 8,740 | 2,767 |
Long-term debt, less current maturities | 172,324 | 183,541 |
Interest rate swap liabilities | 5,225 | 13,807 |
Deferred tax liability | 29,965 | 16,752 |
Deferred gain | 10,999 | 12,000 |
Total liabilities | 440,422 | 381,561 |
Commitments and contingencies (Note 13) | ||
Redeemable noncontrolling interest | 1,684 | 1,682 |
Stockholders' equity | ||
Preferred stock, no par value, 2,000,000 shares authorized, and none issued and outstanding at March 31, 2022 and June 30, 2021. | 0 | 0 |
Common stock, no par value, 200,000,000 shares authorized, 61,691,054 issued and 61,377,515 outstanding at March 31, 2022 and 60,461,611 issued and outstanding at June 30, 2021. | 0 | 0 |
Additional paid-in capital | 373,196 | 360,732 |
Treasury stock, at cost: 313,539 and zero shares held at March 31, 2022 at March 31, 2022 June 30, 2021, respectively | (2,833) | |
Retained earnings | 14,176 | 0 |
Total Vintage Wine Estates, Inc. stockholders' equity | 384,539 | 360,732 |
Noncontrolling interests | (617) | (477) |
Total stockholders' equity | 383,922 | 360,255 |
Total liabilities, redeemable noncontrolling interest, and stockholders' equity | $ 826,028 | $ 743,498 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | 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 | 61,691,054 | 60,461,611 |
Common stock, shares outstanding | 61,377,515 | 60,461,611 |
Repurchases of common stock | 313,539 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Net revenues | ||||
Net Revenue | $ 78,933 | $ 46,897 | $ 218,231 | $ 163,709 |
Cost of revenues | ||||
Cost of revenues | 50,916 | 28,656 | 128,314 | 99,468 |
Gross profit | 28,017 | 18,241 | 89,917 | 64,241 |
Selling, general, and administrative expenses | 27,035 | 18,378 | 70,662 | 50,932 |
Loss (gain) on sale of property, plant, and equipment | (98) | 322 | 493 | 1,999 |
Gain on litigation proceeds | 0 | 0 | 0 | 4,750 |
Income from operations | 884 | 184 | 19,748 | 20,058 |
Other income (expense) | ||||
Interest expense | (3,729) | (3,842) | (10,825) | (9,173) |
Net unrealized gain on interest rate swap agreements | 4,553 | 5,589 | 8,582 | 8,212 |
Other, net | 1,957 | 327 | 1,945 | 684 |
Total other income (expense), net | 2,781 | 2,075 | (298) | (277) |
Income before provision for income taxes | 3,665 | 2,259 | 19,450 | 19,780 |
Income tax provision | 958 | 1,633 | 5,412 | 4,517 |
Net income | 2,707 | 626 | 14,038 | 15,263 |
Net income (loss) attributable to the noncontrolling interests | (73) | 53 | (138) | 343 |
Net income attributable to Vintage Wine Estates, Inc. | 2,780 | 573 | 14,176 | 14,920 |
Accretion on redeemable Series B stock | 0 | 1,446 | 0 | 4,760 |
Net income (loss) allocable to common stockholders | $ 2,780 | $ (873) | $ 14,176 | $ 10,160 |
Net earnings (loss) per share allocable to common stockholders | ||||
Basic | $ 0.05 | $ (0.04) | $ 0.23 | $ 0.38 |
Diluted | $ 0.05 | $ (0.04) | $ 0.23 | $ 0.35 |
Weighted average shares used in the calculation of earnings per share allocable to common stockholders | ||||
Basic | 61,410,403 | 21,920,583 | 60,773,258 | 21,920,583 |
Diluted | 61,410,403 | 21,920,583 | 60,773,258 | 24,564,309 |
Wine Spirits and Cider [Member] | ||||
Net revenues | ||||
Net Revenue | $ 50,859 | $ 37,238 | $ 157,292 | $ 132,086 |
Cost of revenues | ||||
Cost of revenues | 38,764 | 23,561 | 98,428 | 82,180 |
Nonwine [Member] | ||||
Net revenues | ||||
Net Revenue | 28,074 | 9,659 | 60,939 | 31,623 |
Cost of revenues | ||||
Cost of revenues | $ 12,152 | $ 5,095 | $ 29,886 | $ 17,288 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock [Member] | Additional Paid-In Capital | Retained Earnings | Non-Controlling Interests | Redeemable Non controlling Interest |
BEGINNING BALANCE at Jun. 30, 2020 | $ 107,736 | $ 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 | 99,150 | 14,369 | (369) | |||
ENDING BALANCE (in Shares) at Sep. 30, 2020 | 26,460,375 | ||||||
BEGINNING BALANCE at Jun. 30, 2020 | $ 107,736 | 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 | ||||||
Treasury Stock, Shares, Acquired | 313,539 | ||||||
Redeemable Non-Controlling Interest Ending Balance at Mar. 31, 2021 | 1,654 | ||||||
ENDING BALANCE at Mar. 31, 2021 | $ 123,304 | 114,766 | 8,886 | (348) | |||
ENDING BALANCE (in Shares) at Mar. 31, 2021 | 26,460,375 | ||||||
BEGINNING BALANCE at Sep. 30, 2020 | 113,150 | 99,150 | 14,369 | (369) | |||
BEGINNING BALANCE (in Shares) at Sep. 30, 2020 | 26,460,375 | ||||||
Redeemable Non-Controlling Interest Beginning Balance at Sep. 30, 2020 | 1,660 | ||||||
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 | 104,654 | 18,282 | (409) | |||
ENDING BALANCE (in Shares) at Dec. 31, 2020 | 26,460,375 | ||||||
Accretion on redeemable stock | (9,969) | 9,969 | |||||
Stock-based compensation expense | 143 | 143 | |||||
Temporary equity, Net income (loss) | (8) | ||||||
Net income (loss) | 634 | 573 | 61 | ||||
Redeemable Non-Controlling Interest Ending Balance at Mar. 31, 2021 | 1,654 | ||||||
ENDING BALANCE at Mar. 31, 2021 | 123,304 | 114,766 | 8,886 | (348) | |||
ENDING BALANCE (in Shares) at Mar. 31, 2021 | 26,460,375 | ||||||
BEGINNING BALANCE at Jun. 30, 2021 | 360,255 | 360,732 | (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 | 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 | ||||||
ENDING BALANCE at Dec. 31, 2021 | 371,578 | 360,732 | 11,396 | (550) | |||
ENDING BALANCE (in Shares) at Dec. 31, 2021 | 60,461,611 | ||||||
Stock-based compensation expense | 1,943 | 1,943 | |||||
Issuance of Series A Stock in business combination | $ 10,521 | 10,521 | |||||
Issuance of Series A Stock in business combination, share | 1,229,443 | ||||||
Treasury Stock, Shares, Acquired | 313,539 | 313,539 | |||||
Treasury Stock, Value, Acquired, Cost Method | $ 2,833 | $ (2,833) | |||||
Temporary equity, Net income (loss) | (6) | ||||||
Net income (loss) | 2,713 | 2,780 | (68) | ||||
Redeemable Non-Controlling Interest Ending Balance at Mar. 31, 2022 | 1,684 | $ 1,684 | |||||
ENDING BALANCE at Mar. 31, 2022 | $ 383,922 | $ (2,833) | $ 373,196 | $ 14,176 | $ (617) | ||
ENDING BALANCE (in Shares) at Mar. 31, 2022 | 61,691,054 | 313,539 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net income | $ 14,038 | $ 15,263 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 17,365 | 7,732 |
Amortization of deferred loan fees and line of credit fees | 296 | 357 |
Amortization of label design fees | 668 | 251 |
Litigation proceeds | 0 | (4,750) |
Stock-based compensation expense | 1,943 | 601 |
Provision for doubtful accounts | 45 | 87 |
Impairment of inventory | 0 | 3,302 |
Net unrealized gain on interest rate swap agreements | (8,582) | (8,212) |
(Benefit) provision for deferred income tax | 888 | 0 |
Loss (gain) on disposition of assets | 508 | (999) |
Deferred gain on sale leaseback | (1,000) | (1,000) |
Deferred rent | 285 | 376 |
Change in operating assets and liabilities (net of effect of business combinations): | ||
Accounts receivable | (21,261) | (1,001) |
Related party receivables | 0 | (2,038) |
Other receivables | 376 | (2,338) |
Litigation receivable | 0 | 4,750 |
Inventories | 4,244 | (8,964) |
Prepaid expenses and other current assets | (2,232) | (5,829) |
Other assets | (6,215) | 1,688 |
Accounts payable | (8,106) | 616 |
Accrued liabilities and other payables | 2,836 | 16,073 |
Related party liabilities | 0 | 3,698 |
Net cash (used in) provided by operating activities | (3,903) | 19,661 |
Cash flows from investing activities | ||
Proceeds from disposition of assets | 105 | 1,064 |
Purchases of property, plant, and equipment | (15,723) | (30,688) |
Label design expenditures | (225) | (375) |
Proceeds on related party notes receivable | 0 | 756 |
Acquisition of businesses | (74,268) | 0 |
Net cash used in investing activities | (90,111) | (29,243) |
Cash flows from financing activities | ||
Repurchase of common stock | (2,833) | 0 |
Principal payments on line of credit | (67,210) | (25,195) |
Proceeds from line of credit | 126,591 | 32,281 |
Outstanding checks in excess of cash | 2,900 | 9,277 |
Principal payments on long-term debt | (13,178) | (15,234) |
Proceeds from long-term debt | 0 | 8,902 |
Principal payments on related party note | 0 | (489) |
Deferred offering costs | 0 | (768) |
Payments on acquisition payable | (226) | (486) |
Net cash provided by financing activities | 46,044 | 8,287 |
Net change in cash and restricted cash | (47,970) | (1,295) |
Cash and restricted cash, beginning of period | 123,679 | 1,751 |
Cash and restricted cash, end of period | 75,709 | 456 |
Cash paid during the period for: | ||
Interest | 9,508 | 9,230 |
Income taxes | 22 | 25 |
Noncash investing and financing activities: | ||
Contingent consideration in a business combination | 8,460 | 0 |
Issuance of common stock in business combination | 10,521 | |
Accretion of redemption value of Series B redeemable cumulative stock | 0 | 4,760 |
Accretion of redemption value of Series A redeemable stock | 0 | 16,466 |
Offering costs | $ 0 | $ 535 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation 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 this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (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. 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 the 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 nine months ended March 31, 2022. 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 and reclassified custom production and other receivables to Wholesale trade accounts receivables. 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) March 31, 2022 June 30, 2021 Cash and cash equivalents $ 69,109 $ 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 $ 75,709 $ 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 in 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 March 31, Nine Months Ended March 31, (in thousands) 2022 2021 2022 2021 Geographic regions: United States $ 77,586 $ 45,929 $ 213,713 $ 159,830 Canada 500 644 1,812 1,997 Europe, Middle East, & Africa 180 55 821 261 Asia Pacific 488 157 1,325 1,211 Other 179 112 560 410 Total net revenue $ 78,933 $ 46,897 $ 218,231 $ 163,709 The following table provides a disaggregation of revenue based on the pattern of revenue recognition: Three Months Ended March 31, Nine Months Ended March 31, (in thousands) 2022 2021 2022 2021 Point in time $ 65,170 $ 38,285 $ 180,116 $ 137,328 Over a period of time 13,763 8,612 38,115 26,381 Total net revenue $ 78,933 $ 46,897 $ 218,231 $ 163,709 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 March 31, 2022 and June 30, 2021, we had $ 65.8 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 March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Revenue as a percent of total revenue Customer A 15.6 % 41.0 % 18.3 % 40.0 % Customer B * * 10.0 % 12.0 % Customer C * * 10.1 % * Customer D * * * * The following table summarizes customer concentration: March 31, 2022 June 30, 2021 Receivables as a percent of total receivables Customer A 44.3 % 35.0 % Customer B * 21.0 % Customer C * * Customer D 11.5 % 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 segment and Customer C and Customer D are included within the Wholesale reporting segment. Inventories Inventories of bulk and bottled wines, spirits, and ciders 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. Stock-Based Compensation Stock-based compensation provided to employees is recognized in the consolidated statement of operations based on the grant date fair value of the awards. The fair value of restricted stock units is determined by the grant date market price of our common shares. The fair value of stock options is determined on the grant date using a Monte Carlo simulation model. The determination of the grant date fair value of stock option awards granted is affected by a number of variables, including the fair value of the Company's common stock, the expected common stock price volatility over the life of the awards, the expected term of the stock option, risk-free interest rates and the expected dividend yield of the Company's common stock. Due to the Company's limited trading history since becoming a public company on June 7, 2021, the Company derived its volatility from the average historical stock volatilities of several peer public companies over a period equivalent to the expected term of the awards. The compensation expense recognized for stock-based awards is net of estimated forfeitures and is recognized ratably over the service period of the awards. All income tax effects of stock-based awards are recognized in the consolidated statements of operations as awards vest or are settled. We classify stock-based compensation expense in selling, general and administrative ("SG&A") expenses in the consolidated statement of operations. 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 its respective redemption values, using the effective interest method, from the date of issuance to the earliest date the holders could 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 | 9 Months Ended |
Mar. 31, 2022 | |
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 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 March 31, 2022. |
Acquisitions
Acquisitions | 9 Months Ended |
Mar. 31, 2022 | |
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 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 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. Meier's On January 18, 2022 , the Company acquired 100 % of the capital stock in Meier's Wine Cellars, Inc., DBA Meier's Beverage Group, an Ohio company ("Meier's"). 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 preliminary allocation of the consideration for the net assets acquired from the acquisition of Meier's were as follows: (in thousands) Sources of financing Cash $ 12,500 Shares of common stock 10,521 Contingent consideration 4,900 Settlement of pre-existing relationship ( 125 ) Fair value of consideration 27,796 Assets acquired: Accounts receivable 3,669 Fixed assets 11,358 Inventory 4,280 Other assets 356 Trademarks 600 Customer relationships 5,600 Accounts payable and accrued expenses ( 2,682 ) Deferred tax liability ( 5,359 ) Total identifiable assets acquired 17,822 Goodwill $ 9,974 The number of shares of common stock were valued based on the Closing Date share price, resulting in a fair value of $ 12.0 million, less a discount of $ 1.5 million due to lack of marketability for shares of common stock, resulting in the shares of common stock valued at $ 10.5 million. The contingent consideration was fair valued using the Monte Carlo simulation model, resulting in fair value earnout payments of $ 4.9 million. The Company valued the fair value of accounts receivable, other assets, accounts payable and accrued expenses and fixed assets at the acquisition date. Inventory was comprised of finished goods, work in process and raw materials. The fair value of finished goods inventory and work in process 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 RFR. Key assumptions in valuing trade names and trademarks included (i) a royalty rate of 1.1 % and (ii) discount rate of 26.0 %. Customer relationships fair value was derived using the MPEEM, utilizing a discount rate of 27.0 %. Customer relationships were weighted 100.0% using the MPEEM model. Transaction costs incurred in the acquisition were insignificant. 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 acquisitions 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 $5.3 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. Pro-forma Consolidated Financial Information (Unaudited) The results of operations for the acquisitions 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 March 31, 2022, and since the date of its acquisition, the acquisitions contributed approximately $ 18.4 million to the Company’s revenues and increased net income by approximately $ 0.7 million. The unaudited pro forma financial information in the table below summarizes the combined results of the Company’s operations and those of Vinesse, ACE Cider and Meier's 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 Nine Months Ended (in thousands) 2022 2021 2022 2021 Total pro forma revenues $ 78,933 $ 59,057 $ 241,381 $ 204,102 Pro forma net income (loss) $ 2,707 $ 2,303 $ 14,916 $ 21,174 Other Acquisitions On February 14, 2022, the Company purchased certain intellectual property pertaining or related to a canned cannabis beverage brand. The Company purchased the intellectual property at a purchase price of $ 0.3 million. The value of the assets acquired were based on the estimated fair value and are subject to adjustment during the measurement period (up to one year from the acquisition date). An executive officer of the Company has a related party relationship and serves as a member of the board of directors. |
Inventory
Inventory | 9 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inve ntory Inventory consists of the following: (in thousands) March 31, 2022 June 30, 2021 Bulk wine, spirits and cider $ 109,408 $ 119,333 Bottled wine, spirits and cider 89,808 90,083 Bottling and packaging supplies 20,526 10,482 Nonwine inventory 1,522 1,247 Total inventories $ 221,264 $ 221,145 For the three months ended March 31, 2022 and 2021, respectively, the Company recognized no impairment of inventory. For the nine months ended March 31, 2022 and 2021, respectively, the Company recognized impairment of inventory of zero and $ 3.3 million. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Mar. 31, 2022 | |
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) March 31, 2022 June 30, 2021 Buildings and improvements $ 140,241 $ 129,288 Land 36,215 33,734 Machinery and equipment 74,677 58,227 Cooperage 11,804 10,551 Vineyards 21,174 21,364 Furniture and fixtures 1,581 1,343 285,692 254,507 Less accumulated depreciation and amortization ( 64,591 ) ( 52,791 ) 221,101 201,716 Construction in progress 13,040 11,957 $ 234,141 $ 213,673 Depreciation and amortization expense related to property and equipment wa s $ 6.0 million and $ 2.7 million for the three months ended March 31, 2022 and 2021, respectively and $ 14.1 millio n and $ 8.1 millio n for the nine months ended March 31, 2022 and 2021, respectively. |
Goodwill and Intangibles Assets
Goodwill and Intangibles Assets | 9 Months Ended |
Mar. 31, 2022 | |
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 Goodwill acquired in Meier's business acquisition 9,974 9,974 Balance at March 31, 2022 $ 116,324 $ 31,142 $ 10,719 $ 158,185 Intangible Assets The following tables summarize other intangible assets by class: March 31, 2022 (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 29,900 ( 3,320 ) 26,580 4.7 Trade names and trademarks 1,800 ( 150 ) 1,650 3.8 Total definite-life intangibles 31,700 ( 3,470 ) 28,230 Total other intangible assets $ 68,279 $ ( 3,470 ) $ 64,809 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 definite-life intangibles w as $ 1.7 million and $ 25.0 thousand for the three months ended March 31, 2022 and 2021, respectively and $ 3.3 million and $ 75.0 thousand for the nine months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, estimated future amortization expense for definite-lived assets is as follows: 2022 remaining $ 1,659 2023 6,637 2024 6,626 2025 5,106 Thereafter 8,202 Total estimated amortization expense $ 28,230 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 7. Accrue d Liabilities The major classes of accrued liabilities are summarized as follows: (in thousands) March 31, 2022 June 30, 2021 Accrued purchases $ 11,616 $ 10,790 Accrued employee compensation 3,921 3,981 Other accrued expenses 7,271 6,754 Accrued interest expense 1,133 202 Contingent consideration 4,471 2,151 Unearned Income 418 1,200 Captive insurance liabilities 1,630 - Total Accrued liabilities and other payables $ 30,460 $ 25,078 |
Long-Term and Other Short-Term
Long-Term and Other Short-Term Borrowings | 9 Months Ended |
Mar. 31, 2022 | |
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) March 31, 2022 June 30, 2021 Note to a bank with interest at LIBOR ( 1.76 %) at Mach 31, 2022 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. 77,858 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 %. At July 26,2021 Bank of the West converted capital expenditures payable back to Libor ( 0.50 %) plus 1.75 % to align with Company Swaps with draw expiring July, 2026. 41,853 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 . 768 1,227 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with March 2024 . 1,419 1,876 Delayed Draw Term Loan ("DDTL") with interest at LIBOR ( 2.32 %) at March 2022 plus 1.75 %, payable in quarterly installments of $ 1,260 . Matures in July 2024 . 67,142 29,250 DDTL with ABR ( 4.00 % at December 2021). Matures in July 2024. Interest only through draw period. Repaid in fiscal 2022. - 37,892 Short term unsecured promissory note; principal and interest payable upon maturity with interest at the prime rate plus 1.00 %; matured and paid April 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 %; matured and paid April 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 and paid January 3, 2022. - 5,834 194,874 208,052 Less current maturities ( 21,200 ) ( 22,964 ) Less unamortized deferred financing costs ( 1,350 ) ( 1,547 ) $ 172,324 $ 183,541 Maturities of Long-Term and Other Short-Term Borrowings As of March 31, 2022, maturities of long-term and other short-term borrowings for succeeding years are as follows: (in thousands) Remaining 2022 $ 9,585 2023 14,909 2024 14,152 2025 64,372 2026 8,571 2027 83,285 $ 194,874 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 w as 3.1 % and 2.7 % as of March 31, 2022 and 2021, respectively. The Company had $ 77.1 million and $ 125.0 million available under the line of credit as of March 31, 2022 and June 30, 2021, respectively. Amortization of deferred loan costs related to the line of credit was $ 33.0 thousand and $ 111.8 thousand for the three months ended March 31, 2022 and 2021, respectively and $ 99.0 thousand and $ 335.7 thousand for the nine months ended March 31, 2022 and 2021, respectively. The Company was in compliance with its line of credit covenants as of March 31, 2022. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 51,576 $ - $ - $ 51,576 Total $ 51,576 $ - $ - $ 51,576 Liabilities: Contingent consideration liabilities (1) $ - $ - $ 12,205 $ 12,205 Interest rate swaps (2) - 5,225 - 5,225 Total $ - $ 5,225 $ 12,205 $ 17,430 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 7,800 Payments ( 226 ) Balance at March 31, 2022 12,205 Less: current portion ( 4,471 ) Long term portion $ 7,734 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 | 9 Months Ended |
Mar. 31, 2022 | |
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 nine months ended March 31, 2022. January 2018 Tamarack Cellars Series A Redeemable Stock The amount accreted as deemed dividends for the Series A shares were $ 1.2 million for the three and nine months ended March 31, 2021. April 2018 Series A Redeemable Stock The amounts accreted as deemed dividends for the Series A shares were $ 3.9 million and $ 2.0 million for the three and nine months ended March 31, 2021, respectively. July 2018 Issuance of Series A Redeemable Stock The amounts accreted as deemed dividends for the Series A shares were $ 3.3 million for the three and nine months ended March 31, 2021. Series B Redeemable Stock The Company did not have Series B Redeemable stock for the three months ended and nine months ended March 31, 2022. April 2018 Series B Redeemable Cumulative Series Stock The amounts accreted as deemed dividends for the Series B stock were $ 1.4 million and $ 4.8 million for the three and nine months ended March 31, 2021, respectively. The redemption amount of the Series B redeemable stock was $ 47.5 million at March 31, 2021. Total unpaid cumulative dividends on the Series B redeemable stock as of March 31, 2021 approximated $ 5.0 million. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 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 2021 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. The 2021 Plan was approved by shareholders at the Annual Meeting of Shareholders on February 2, 2022. The following table provides total share-based compensation expense by award type: Three Months Ended Nine Months Ended (in thousands) March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021 Stock option awards $ 828 $ - $ 828 $ - Restricted stock units 1,115 - 1,115 - Total share-based compensation $ 1,943 $ - $ 1,943 $ - Stock-based compensation expense is included as a component of selling, general and administrative expenses in the condensed consolidated statement of operations. Stock Options Stock options granted under the 2021 Plan are subject to market conditions. The stock options are exercisable for ten years and 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. The fair value of the stock options was estimated using a Monte Carlo simulation valuation model. The following table presents a summary of stock option activity under the 2021 Plan: Stock Options Weighted-Average Exercise Price Aggregate Intrinsic Value Outstanding at June 30, 2021 - - - Granted 2,675,651 10.50 - Exercised - - - Canceled and forfeited ( 25,600 ) 10.50 - Outstanding at March 31, 2022 2,650,051 10.50 - Total unrecognized compensation expense related to the stock options was $ 7.1 million, which is expected to be recognized over a weighted-average period of 3.3 years. No stock options were vested and exercisable as of March 31, 2022. For the period ended March 31, 2022, the weighted-average grant date fair value was $ 3.27 . The fair value of the options was estimated at the grant date using the Monte Carlo Simulation model with the following assumptions: weighted average risk free rate 1.8 %; weighted average expected term 5.5 years; weighted average expected volatility 40 %; and no expected dividend yield. Restricted Stock Units Restricted stock units are subject only to service conditions and vest ratably over four years . The following table presents a summary of restricted stock units activity for the periods presented: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding at June 30, 2021 - - Granted 1,398,526 8.22 Issued - - Canceled and forfeited - - Outstanding at March 31, 2022 1,398,526 8.22 Total unrecognized compensation expense related to the restricted stock units was $ 9.4 million, which is expected to be recognized over a weighted-average period of 3.3 years. No restricted stock units vested as of March 31, 2022. Stock and Warrant Repurchase Plan On March 8, 2022, the Company's board of directors approved a repurchase plan authorizing the Company to purchase up to $ 30.0 million in aggregate value of our common stock and/or warrants through September 8, 2022. Purchases under the repurchase program may be made on the open market, in privately negotiated transactions or in other manners as permitted by the federal securities laws and other legal and contractual requirements and are expected to comply with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The timing and amount of any repurchases will depend on a number of factors, including price, trading volume, general market conditions and legal requirements, among others. The repurchase program does not require the Company to acquire a specific number of shares or warrants. The cost of the shares and warrants that are repurchased will be funded from available working capital. For accounting purposes, common stock repurchased under our stock repurchase plan is recorded based upon the settlement date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method. During the three months ended March 31, 2022 the Company repurchased 313,539 shares of common stock that are held in treasury. These shares are considered issued but not outstanding. The total cost of the shares repurchased was $ 2.8 million. The table below summarizes the changes in treasury stock: Three Months Ended Nine Months Ended March 31, 2022 March 31, 2021 Treasury stock: Balance at December 31, 2021 - - Repurchases of common stock 313,539 313,539 Balance at March 31, 2022 313,539 313,539 |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Inco me Taxes The increase in our effective tax rate for the nine months ended March 31, 2022 was primarily due to changes in permanent items, which primarily consist of the Research and Development ("R&D") Tax Credits, as compared to the nine months ended March 31, 2021. The decrease in our effective tax rate for the three months ended March 31, 2022 was primarily due to changes in pre-tax income and permanent items, which primarily consist of the Research and Development ("R&D") Tax Credits, as compared to the three months ended March 31, 2021. For the nine months and three months ended March 31, 2022, our effective tax rate differs from the federal statutory rate of 21 % primarily due to state taxes. For the nine months and three months ended March 31, 2021, our effective tax rate differs from the federal statutory rate of 21 % primarily due to permanent items, which primarily consist of the R&D Tax Credit. The provisional measurements of fair value for income taxes payable and deferred taxes for the acquisitions of Vinesse, ACE Cider, and Meier 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 | 9 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 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 $ 1,978 2023 6,453 2024 6,551 2025 6,252 2026 5,834 2027 and thereafter 17,610 $ 44,678 Total rent expense, including amounts to related parties, was $ 2.9 million and $ 2.2 million for t he three months ended March 31, 2022 and 2021, respectively and $ 1.3 million and $ 5.7 million for t he nine months ended March 31, 2022 and 2021, 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 purchase commitments are as follows: (in thousands) Total Remaining 2022 $ 21,015 2023 13,594 2024 6,301 2025 3,553 2026 353 $ 44,816 Grape and bulk wine purchases under contracts totaled $ 9.2 million and $ 11.5 million and $ 30.4 and $ 30.4 million for the three and nine months ended March 31, 2022 and 2021, respectively. The Company expects to fulfill all of these purchase commitments. |
Segments
Segments | 9 Months Ended |
Mar. 31, 2022 | |
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 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 globally. Business-to-Business Segment — Our Business-to-Business 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 March 31, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 24,549 $ 19,595 $ 33,657 $ 1,132 $ 78,933 Income (loss) from operations $ 3,270 $ 916 $ 10,457 $ ( 13,759 ) $ 884 Three Months Ended March 31, 2021 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 21,092 $ 14,675 $ 11,026 $ 104 $ 46,897 Income (loss) from operations $ 6,138 $ 1,986 $ 3,391 $ ( 11,331 ) $ 184 Nine Months Ended March 31, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 62,923 $ 69,316 $ 83,349 $ 2,643 $ 218,231 Income (loss) from operations $ 12,654 $ 14,834 $ 26,274 $ ( 34,014 ) $ 19,748 Nine Months Ended March 31, 2021 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 55,399 $ 48,650 $ 57,704 $ 1,956 $ 163,709 Income (loss) from operations $ 14,760 $ 9,997 $ 18,052 $ ( 22,751 ) $ 20,058 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 assets included in the Direct-to-Consumer reporting segment wa s $ 0.3 million and $ 0.4 million for the thr ee months ended March 31, 2022 and 2021, respectively and $ 0.8 million and $ 1.1 million for the nine months ended March 31, 2022 and 2021, respectively. Amortization expense included in the Direct-to-Consumer reporting seg ment was $ 0.6 million and $ 25.0 thousand for the three months ended March 31, 2022 and 2021 respectively and $ 2.0 million and $ 75.0 thousand for the nine months ended March 31, 2022 and 2021, respectively. All of the Company’s long-live d assets are located within the United States. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Mar. 31, 2022 | |
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 March 31, Nine Months Ended March 31, (in thousands, except for per share amounts) 2022 2021 2022 2021 Net income $ 2,707 $ 626 $ 14,038 $ 15,263 Less: Series B dividends and accretion - 1,446 - 4,760 Less: (loss) income allocable to noncontrolling interest ( 73 ) 53 ( 138 ) 343 Net income (loss) allocable to common shareholders $ 2,780 $ ( 873 ) $ 14,176 $ 10,160 Numerator – Basic EPS Net income (loss) allocable to common shareholders $ 2,780 $ ( 873 ) $ 14,176 $ 10,160 Less: net income allocated to participating securities (Series B) - - - 1,752 Net income (loss) allocated to common shareholders $ 2,780 $ ( 873 ) $ 14,176 $ 8,408 Numerator – Diluted EPS Net income (loss) allocated to common shareholders $ 2,780 $ ( 873 ) $ 14,176 $ 8,408 Add: net income attributable to convertible debt - - - 147 Reallocation of income under the two-class method - - - 44 Net income (loss) allocated to common shareholders $ 2,780 $ ( 873 ) $ 14,176 $ 8,599 Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 61,410 21,921 60,773 21,921 Denominator – Diluted Common Shares Effect of dilutive securities: Stock options - - - 406 Convertible debt - - - 2,237 Weighted average common shares - Diluted 61,410 21,921 60,773 24,564 Net income (loss) per share – basic: Common Shares $ 0.05 $ ( 0.04 ) $ 0.23 $ 0.38 Net income (loss) per share – diluted: Common Shares $ 0.05 $ ( 0.04 ) $ 0.23 $ 0.35 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 March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Shares subject to warrants to purchase common stock 26,000,000 - 26,000,000 - Shares subject to options to purchase common stock 2,650,051 816,868 2,650,051 277,700 Total 28,650,051 816,868 28,650,051 277,700 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and June 30, 2021. The components of related party revenues and expenses are as follows: Three Months Ended Nine Months Ended (in thousands) March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021 Revenues: Warehousing and fulfillment services $ - $ 166 $ - $ 715 Storage and bottling of alcoholic beverages - 29 - 50 Management fees - 115 - 388 Marketing and distribution - 1,625 - 1,625 Expenses: Concourse Warehouse lease - - - 241 Swanson lease - 163 - 516 Z.R. Waverly lease - - - 66 Warehousing and Fulfillment Services — Revenues from related parties for warehousing and fulfillment services for the three months ended March 31, 2022 and 2021 were zero and $ 166.3 thousand, respectiv ely. Revenues from related parties for warehousing and fulfillment services for the nine months ended March 31, 2022 and 2021 were zero and $ 715.4 thousand, respectiv ely. We did no t have any accounts receivable from revenues with related parties for warehousing and fulfillment services at March 31, 2022 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 $ 28.9 thousand for the three months ended March 31, 2022 and 2021, respectively and payments of zero and $ 49.6 th ousand for the nine months ended March 31, 2022 and 2021, 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 March 31, 2022 and 2021, we charged this related party management fees of zero and $ 114.5 thousand, respectively, for these services. For the nine months ended March 31, 2022 and 2021, we charged this related party management fees of zero and $ 388.1 thousand, respectively, for these services. We did no t owe the related party for amounts collected on the related party's behalf at March 31, 2022 and June 30, 2021. Marketing and Distribution — On December 31, 2020, the Company entered into a marketing and distribution arrangement with a related party, Kunde. Under the agreement, the related party paid the Company a commission for certain distribution sales. The Company recognized zero and $ 1.6 million in revenue from the arrangement in the three and nine months ended March 31, 2021 and 2020, respectively. 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 zero for the three months ended March 31, 2021 and $ 241.3 thousand for the nine months ended March 31, 2021 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 $ 163.6 thousand for the three months ended March 31, 2021 and $ 516.6 thousand for the nine months ended March 31, 2021, 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 zero for the three months ended March 31, 2021 and $ 65.8 thousand for the nine months ended March 31, 2021, related to this lease agreement. In December 2020, we purchased the Z.R. 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 $ 90.1 thousand and $ 69.1 thousand for the three months ended March 31, 2022 and 2021, respectively and $ 286.5 thousand and $ 249.9 thousand for the nine months ended March 31, 2022 and 2021, 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 March 31, 2022 and 2021, payments related to sponsorship and marketing services totaled $ 87.0 thousand and $ 87.5 thousand, respectively. For the nine months ended March 31, 2022 and 2021, payments related to sponsorship and marketing services totaled $ 279.0 thousand and $ 225.0 thousand, respectively. Gem + Jane Asset Acquisition — On February 14, 2022, the Company purchased certain intellectual property pertaining or related to a canned cannabis beverage brand from CannaCraft, Inc. The asset acquisition was a related party transaction. Terry Wheatley, President of VWE, is a member of the board of directors of CannaCraft, Inc., having the authority to establish policies and make decisions. Although members of the board of directors are typically independent from management, members of the board of directors would be considered management based on the definition of management in ASC 850, Related Party Disclosures . |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2022 | |
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 this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (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. 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 the 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 and reclassified custom production and other receivables to Wholesale trade accounts receivables. |
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) March 31, 2022 June 30, 2021 Cash and cash equivalents $ 69,109 $ 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 $ 75,709 $ 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 in 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 March 31, Nine Months Ended March 31, (in thousands) 2022 2021 2022 2021 Geographic regions: United States $ 77,586 $ 45,929 $ 213,713 $ 159,830 Canada 500 644 1,812 1,997 Europe, Middle East, & Africa 180 55 821 261 Asia Pacific 488 157 1,325 1,211 Other 179 112 560 410 Total net revenue $ 78,933 $ 46,897 $ 218,231 $ 163,709 The following table provides a disaggregation of revenue based on the pattern of revenue recognition: Three Months Ended March 31, Nine Months Ended March 31, (in thousands) 2022 2021 2022 2021 Point in time $ 65,170 $ 38,285 $ 180,116 $ 137,328 Over a period of time 13,763 8,612 38,115 26,381 Total net revenue $ 78,933 $ 46,897 $ 218,231 $ 163,709 |
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 March 31, 2022 and June 30, 2021, we had $ 65.8 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 March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Revenue as a percent of total revenue Customer A 15.6 % 41.0 % 18.3 % 40.0 % Customer B * * 10.0 % 12.0 % Customer C * * 10.1 % * Customer D * * * * The following table summarizes customer concentration: March 31, 2022 June 30, 2021 Receivables as a percent of total receivables Customer A 44.3 % 35.0 % Customer B * 21.0 % Customer C * * Customer D 11.5 % 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 segment and Customer C and Customer D are included within the Wholesale reporting segment. |
Inventories | Inventories Inventories of bulk and bottled wines, spirits, and ciders 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 its respective redemption values, using the effective interest method, from the date of issuance to the earliest date the holders could 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. |
Stock based Compensation | Stock-Based Compensation Stock-based compensation provided to employees is recognized in the consolidated statement of operations based on the grant date fair value of the awards. The fair value of restricted stock units is determined by the grant date market price of our common shares. The fair value of stock options is determined on the grant date using a Monte Carlo simulation model. The determination of the grant date fair value of stock option awards granted is affected by a number of variables, including the fair value of the Company's common stock, the expected common stock price volatility over the life of the awards, the expected term of the stock option, risk-free interest rates and the expected dividend yield of the Company's common stock. Due to the Company's limited trading history since becoming a public company on June 7, 2021, the Company derived its volatility from the average historical stock volatilities of several peer public companies over a period equivalent to the expected term of the awards. The compensation expense recognized for stock-based awards is net of estimated forfeitures and is recognized ratably over the service period of the awards. All income tax effects of stock-based awards are recognized in the consolidated statements of operations as awards vest or are settled. We classify stock-based compensation expense in selling, general and administrative ("SG&A") expenses in the consolidated statement of operations. |
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. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
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) March 31, 2022 June 30, 2021 Cash and cash equivalents $ 69,109 $ 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 $ 75,709 $ 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. |
Summary of Revenue by Segment and Region | The following tables summarizes revenue by geographic region: Three Months Ended March 31, Nine Months Ended March 31, (in thousands) 2022 2021 2022 2021 Geographic regions: United States $ 77,586 $ 45,929 $ 213,713 $ 159,830 Canada 500 644 1,812 1,997 Europe, Middle East, & Africa 180 55 821 261 Asia Pacific 488 157 1,325 1,211 Other 179 112 560 410 Total net revenue $ 78,933 $ 46,897 $ 218,231 $ 163,709 |
Summary of Disaggregation of Revenue | The following table provides a disaggregation of revenue based on the pattern of revenue recognition: Three Months Ended March 31, Nine Months Ended March 31, (in thousands) 2022 2021 2022 2021 Point in time $ 65,170 $ 38,285 $ 180,116 $ 137,328 Over a period of time 13,763 8,612 38,115 26,381 Total net revenue $ 78,933 $ 46,897 $ 218,231 $ 163,709 |
Schedules of Customer Concentration Risk | The following table summarizes customer concentration: Three Months Ended March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Revenue as a percent of total revenue Customer A 15.6 % 41.0 % 18.3 % 40.0 % Customer B * * 10.0 % 12.0 % Customer C * * 10.1 % * Customer D * * * * The following table summarizes customer concentration: March 31, 2022 June 30, 2021 Receivables as a percent of total receivables Customer A 44.3 % 35.0 % Customer B * 21.0 % Customer C * * Customer D 11.5 % 10.4 % * Customer revenue or receivables did not exceed 10% in the respective periods. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
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 Nine Months Ended (in thousands) 2022 2021 2022 2021 Total pro forma revenues $ 78,933 $ 59,057 $ 241,381 $ 204,102 Pro forma net income (loss) $ 2,707 $ 2,303 $ 14,916 $ 21,174 |
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 |
Meier's Wine Cellars, Inc | |
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 Meier's were as follows: (in thousands) Sources of financing Cash $ 12,500 Shares of common stock 10,521 Contingent consideration 4,900 Settlement of pre-existing relationship ( 125 ) Fair value of consideration 27,796 Assets acquired: Accounts receivable 3,669 Fixed assets 11,358 Inventory 4,280 Other assets 356 Trademarks 600 Customer relationships 5,600 Accounts payable and accrued expenses ( 2,682 ) Deferred tax liability ( 5,359 ) Total identifiable assets acquired 17,822 Goodwill $ 9,974 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following: (in thousands) March 31, 2022 June 30, 2021 Bulk wine, spirits and cider $ 109,408 $ 119,333 Bottled wine, spirits and cider 89,808 90,083 Bottling and packaging supplies 20,526 10,482 Nonwine inventory 1,522 1,247 Total inventories $ 221,264 $ 221,145 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consists of the following: (in thousands) March 31, 2022 June 30, 2021 Buildings and improvements $ 140,241 $ 129,288 Land 36,215 33,734 Machinery and equipment 74,677 58,227 Cooperage 11,804 10,551 Vineyards 21,174 21,364 Furniture and fixtures 1,581 1,343 285,692 254,507 Less accumulated depreciation and amortization ( 64,591 ) ( 52,791 ) 221,101 201,716 Construction in progress 13,040 11,957 $ 234,141 $ 213,673 |
Goodwill and Intangibles Asse_2
Goodwill and Intangibles Assets (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
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 Goodwill acquired in Meier's business acquisition 9,974 9,974 Balance at March 31, 2022 $ 116,324 $ 31,142 $ 10,719 $ 158,185 |
Schedule of Components of Finite-Lived Intangible Assets, Accumulated Amortization, and Indefinite-Lived Assets | The following tables summarize other intangible assets by class: March 31, 2022 (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 29,900 ( 3,320 ) 26,580 4.7 Trade names and trademarks 1,800 ( 150 ) 1,650 3.8 Total definite-life intangibles 31,700 ( 3,470 ) 28,230 Total other intangible assets $ 68,279 $ ( 3,470 ) $ 64,809 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 March 31, 2022, estimated future amortization expense for definite-lived assets is as follows: 2022 remaining $ 1,659 2023 6,637 2024 6,626 2025 5,106 Thereafter 8,202 Total estimated amortization expense $ 28,230 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule Of Accrued Liabilities | The major classes of accrued liabilities are summarized as follows: (in thousands) March 31, 2022 June 30, 2021 Accrued purchases $ 11,616 $ 10,790 Accrued employee compensation 3,921 3,981 Other accrued expenses 7,271 6,754 Accrued interest expense 1,133 202 Contingent consideration 4,471 2,151 Unearned Income 418 1,200 Captive insurance liabilities 1,630 - Total Accrued liabilities and other payables $ 30,460 $ 25,078 |
Long-Term and Other Short-Ter_2
Long-Term and Other Short-Term Borrowings (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
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) March 31, 2022 June 30, 2021 Note to a bank with interest at LIBOR ( 1.76 %) at Mach 31, 2022 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. 77,858 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 %. At July 26,2021 Bank of the West converted capital expenditures payable back to Libor ( 0.50 %) plus 1.75 % to align with Company Swaps with draw expiring July, 2026. 41,853 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 . 768 1,227 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with March 2024 . 1,419 1,876 Delayed Draw Term Loan ("DDTL") with interest at LIBOR ( 2.32 %) at March 2022 plus 1.75 %, payable in quarterly installments of $ 1,260 . Matures in July 2024 . 67,142 29,250 DDTL with ABR ( 4.00 % at December 2021). Matures in July 2024. Interest only through draw period. Repaid in fiscal 2022. - 37,892 Short term unsecured promissory note; principal and interest payable upon maturity with interest at the prime rate plus 1.00 %; matured and paid April 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 %; matured and paid April 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 and paid January 3, 2022. - 5,834 194,874 208,052 Less current maturities ( 21,200 ) ( 22,964 ) Less unamortized deferred financing costs ( 1,350 ) ( 1,547 ) $ 172,324 $ 183,541 |
Schedule of Maturities of Long-term and Other Short-term Borrowings | As of March 31, 2022, maturities of long-term and other short-term borrowings for succeeding years are as follows: (in thousands) Remaining 2022 $ 9,585 2023 14,909 2024 14,152 2025 64,372 2026 8,571 2027 83,285 $ 194,874 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 51,576 $ - $ - $ 51,576 Total $ 51,576 $ - $ - $ 51,576 Liabilities: Contingent consideration liabilities (1) $ - $ - $ 12,205 $ 12,205 Interest rate swaps (2) - 5,225 - 5,225 Total $ - $ 5,225 $ 12,205 $ 17,430 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 7,800 Payments ( 226 ) Balance at March 31, 2022 12,205 Less: current portion ( 4,471 ) Long term portion $ 7,734 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 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 |
Schedule of Share-Based Compensation Expense | The following table provides total share-based compensation expense by award type: Three Months Ended Nine Months Ended (in thousands) March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021 Stock option awards $ 828 $ - $ 828 $ - Restricted stock units 1,115 - 1,115 - Total share-based compensation $ 1,943 $ - $ 1,943 $ - |
Summary of Stock Options Activity | The following table presents a summary of stock option activity under the 2021 Plan: Stock Options Weighted-Average Exercise Price Aggregate Intrinsic Value Outstanding at June 30, 2021 - - - Granted 2,675,651 10.50 - Exercised - - - Canceled and forfeited ( 25,600 ) 10.50 - Outstanding at March 31, 2022 2,650,051 10.50 - |
Summary of Restricted Stock Units Activity | The following table presents a summary of restricted stock units activity for the periods presented: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding at June 30, 2021 - - Granted 1,398,526 8.22 Issued - - Canceled and forfeited - - Outstanding at March 31, 2022 1,398,526 8.22 |
Summary of Changes in Treasury Stock | The table below summarizes the changes in treasury stock: Three Months Ended Nine Months Ended March 31, 2022 March 31, 2021 Treasury stock: Balance at December 31, 2021 - - Repurchases of common stock 313,539 313,539 Balance at March 31, 2022 313,539 313,539 |
Commitments and Contingencies -
Commitments and Contingencies - (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
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 $ 1,978 2023 6,453 2024 6,551 2025 6,252 2026 5,834 2027 and thereafter 17,610 $ 44,678 |
Schedule of Purchase Commitments | Estimated future minimum grape and bulk wine purchase commitments are as follows: (in thousands) Total Remaining 2022 $ 21,015 2023 13,594 2024 6,301 2025 3,553 2026 353 $ 44,816 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 24,549 $ 19,595 $ 33,657 $ 1,132 $ 78,933 Income (loss) from operations $ 3,270 $ 916 $ 10,457 $ ( 13,759 ) $ 884 Three Months Ended March 31, 2021 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 21,092 $ 14,675 $ 11,026 $ 104 $ 46,897 Income (loss) from operations $ 6,138 $ 1,986 $ 3,391 $ ( 11,331 ) $ 184 Nine Months Ended March 31, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 62,923 $ 69,316 $ 83,349 $ 2,643 $ 218,231 Income (loss) from operations $ 12,654 $ 14,834 $ 26,274 $ ( 34,014 ) $ 19,748 Nine Months Ended March 31, 2021 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 55,399 $ 48,650 $ 57,704 $ 1,956 $ 163,709 Income (loss) from operations $ 14,760 $ 9,997 $ 18,052 $ ( 22,751 ) $ 20,058 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
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 March 31, Nine Months Ended March 31, (in thousands, except for per share amounts) 2022 2021 2022 2021 Net income $ 2,707 $ 626 $ 14,038 $ 15,263 Less: Series B dividends and accretion - 1,446 - 4,760 Less: (loss) income allocable to noncontrolling interest ( 73 ) 53 ( 138 ) 343 Net income (loss) allocable to common shareholders $ 2,780 $ ( 873 ) $ 14,176 $ 10,160 Numerator – Basic EPS Net income (loss) allocable to common shareholders $ 2,780 $ ( 873 ) $ 14,176 $ 10,160 Less: net income allocated to participating securities (Series B) - - - 1,752 Net income (loss) allocated to common shareholders $ 2,780 $ ( 873 ) $ 14,176 $ 8,408 Numerator – Diluted EPS Net income (loss) allocated to common shareholders $ 2,780 $ ( 873 ) $ 14,176 $ 8,408 Add: net income attributable to convertible debt - - - 147 Reallocation of income under the two-class method - - - 44 Net income (loss) allocated to common shareholders $ 2,780 $ ( 873 ) $ 14,176 $ 8,599 Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 61,410 21,921 60,773 21,921 Denominator – Diluted Common Shares Effect of dilutive securities: Stock options - - - 406 Convertible debt - - - 2,237 Weighted average common shares - Diluted 61,410 21,921 60,773 24,564 Net income (loss) per share – basic: Common Shares $ 0.05 $ ( 0.04 ) $ 0.23 $ 0.38 Net income (loss) per share – diluted: Common Shares $ 0.05 $ ( 0.04 ) $ 0.23 $ 0.35 |
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 March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Shares subject to warrants to purchase common stock 26,000,000 - 26,000,000 - Shares subject to options to purchase common stock 2,650,051 816,868 2,650,051 277,700 Total 28,650,051 816,868 28,650,051 277,700 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2022 | Mar. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Schedule of Components of Related Party Receivables and Related Party Liabilities | The components of related party revenues and expenses are as follows: Three Months Ended Nine Months Ended (in thousands) March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021 Revenues: Warehousing and fulfillment services $ - $ 166 $ - $ 715 Storage and bottling of alcoholic beverages - 29 - 50 Management fees - 115 - 388 Marketing and distribution - 1,625 - 1,625 Expenses: Concourse Warehouse lease - - - 241 Swanson lease - 163 - 516 Z.R. Waverly lease - - - 66 | |
Schedule of Future Minimum Lease Payments | The minimum annual payments under our lease agreements are as follows: (in thousands) Total Remaining 2022 $ 1,978 2023 6,453 2024 6,551 2025 6,252 2026 5,834 2027 and thereafter 17,610 $ 44,678 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Additional information (Details) $ in Thousands | Oct. 01, 2021USD ($) | Jun. 07, 2021USD ($) | Mar. 31, 2022USD ($)shares | Mar. 31, 2021 | Mar. 31, 2022USD ($)Segmentshares | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($) |
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 | $ 65,800 | $ 65,800 | $ 121,600 | ||||
Number of reporting segments | Segment | 3 | ||||||
Stock-based compensation expense | $ 1,943 | $ 601 | |||||
Federal income tax at the statutory rate | 21.00% | 21.00% | 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 | $ 1,800 | |||||
VWE Captive LLC [Member] | |||||||
Subsidiary Sale Of Stock [Line Items] | |||||||
Secured insurance claims limit | $ 10,000 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 69,109 | $ 118,879 | ||
Restricted Cash | 6,600 | 4,800 | ||
Total cash, cash equivalents and restricted cash as shown in the statement of cash flows | $ 75,709 | $ 123,679 | $ 456 | $ 1,751 |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 78,933 | $ 46,897 | $ 218,231 | $ 163,709 |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 77,586 | 45,929 | 213,713 | 159,830 |
Canada | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 500 | 644 | 1,812 | 1,997 |
Europe, Middle East, & Africa | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 180 | 55 | 821 | 261 |
Asia Pacific | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 488 | 157 | 1,325 | 1,211 |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 179 | $ 112 | $ 560 | $ 410 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Summary of Disaggregation of Revenue Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 78,933 | $ 46,897 | $ 218,231 | $ 163,709 |
Point in Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 65,170 | 38,285 | 180,116 | 137,328 |
Over a period of Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 13,763 | $ 8,612 | $ 38,115 | $ 26,381 |
Basis of Presentation and Sig_8
Basis of Presentation and Significant Accounting Policies - Schedules of Customer Concentration Risk (Details) - Customer Concentration | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | |
Customer A | Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 15.60% | 41.00% | 18.30% | 40.00% | |
Customer A | Receivables | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 44.30% | 35.00% | |||
Customer B | Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.00% | 12.00% | |||
Customer B | Receivables | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 21.00% | ||||
Customer C | Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.10% | ||||
Customer D | Receivables | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.50% | 10.40% |
Merger and Reverse Recapitali_2
Merger and Reverse Recapitalization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 07, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 |
Business Acquisition [Line Items] | ||||
Earnout shares issued | 0 | |||
Fair value of earn out shares | $ 32,400 | |||
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 | ||
Aggregate purchase price of common stock | $ 2,833 | $ 0 | ||
Common stock, shares outstanding | 61,377,515 | 60,461,611 | ||
Common stock, par value | $ / shares | $ 0 | $ 0 | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Common stock, shares issued | 61,691,054 | 60,461,611 | ||
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 | $ 6,600 | |||
BCAC | PIPE | ||||
Business Acquisition [Line Items] | ||||
Aggregate purchase price of common stock | $ 100,000 | |||
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 | $ 32,000 |
Acquisitions - Schedule Of Summ
Acquisitions - Schedule Of Summary of allocation of Consideration For the Net Assets Acquired (Details) - USD ($) $ in Thousands | Jan. 18, 2022 | Nov. 16, 2021 | Oct. 04, 2021 | Mar. 31, 2022 | Jun. 30, 2021 |
Business Acquisition [Line Items] | |||||
Cash | $ 14,000 | ||||
Goodwill | $ 158,185 | $ 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 | ||||
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 | ||||
Trademarks | 6,600 | ||||
Customer relationships | 14,300 | ||||
Deferred tax liability | (6,531) | ||||
Total identifiable assets acquired | 19,924 | ||||
Goodwill | $ 27,516 | ||||
Meier's Wine Cellars, Inc | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 12,500 | ||||
Shares of common stock | 10,521 | ||||
Contingent consideration | 4,900 | ||||
Settlement of pre-existing relationship | (125) | ||||
Fair value of consideration | 27,796 | ||||
Accounts receivable | 3,669 | ||||
Fixed assets | 11,358 | ||||
Inventory | 4,280 | ||||
Other assets | 356 | ||||
Trademarks | 600 | ||||
Customer relationships | 5,600 | ||||
Accounts payable and accrued expenses | (2,682) | ||||
Deferred tax liability | (5,359) | ||||
Total identifiable assets acquired | 17,822 | ||||
Goodwill | $ 9,974 |
Acquisitions - Schedule Of Busi
Acquisitions - Schedule Of Business Acquisition Pro Forma Information (Details) - Vinesse and ACE Cider - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Total pro forma revenues | $ 78,933 | $ 59,057 | $ 241,381 | $ 204,102 |
Pro forma net income (loss) | $ 2,707 | $ 2,303 | $ 14,916 | $ 21,174 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | Feb. 14, 2022USD ($) | Jan. 18, 2022USD ($)Rate | Nov. 16, 2021USD ($)Rate | Oct. 04, 2021USD ($)Rate | Mar. 31, 2022USD ($)Rateshares | Dec. 31, 2021Rate | Jun. 30, 2021USD ($)shares | Jan. 18, 2021USD ($)shares |
Business Acquisition [Line Items] | ||||||||
Purchase consideration | $ 300 | $ 47,400 | $ 17,000 | |||||
Cash payment to acquire buiness | 14,000 | |||||||
Common stock, shares issued | shares | 61,691,054 | 60,461,611 | ||||||
Common stock, value | $ 0 | $ 0 | ||||||
Consulting fees | 200 | |||||||
Aggregate consulting fee | 600 | |||||||
Earnout payable | $ 2,400 | |||||||
Business acquisition, Pro forma revenue | 18,400 | |||||||
Vinesse and ACE Cider | ||||||||
Business Acquisition [Line Items] | ||||||||
Increase In Business Acquisition Pro Forma Revenue | $ 700 | |||||||
ACE Cider | ||||||||
Business Acquisition [Line Items] | ||||||||
Effective date of acquisition | Nov. 16, 2021 | |||||||
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 | |||||||
Meier's Wine Cellars, Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition description | On January 18, 2022, the Company acquired 100% of the capital stock in Meier's Wine Cellars, Inc., DBA Meier's Beverage Group, an Ohio company ("Meier's"). | |||||||
Effective date of acquisition | Jan. 18, 2022 | |||||||
Purchase consideration | $ 25,000 | |||||||
Cash payment to acquire buiness | 12,500 | |||||||
Common stock, shares issued | shares | 1,229,443 | |||||||
Common stock, value | 12,500 | |||||||
Business combination additional contingent consideration payable | $ 10,000 | |||||||
Business combination, Acquired receivable, Fair value | 12,000 | |||||||
Discount for shares of common stock | 1,500 | |||||||
Shares of common stock valued | 10,500 | |||||||
Contingent consideration in fair value earnout payments | $ 4,900 | |||||||
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 Royalty Rate Member | Meier's Wine Cellars, Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of ownership interest acquired | 100.00% | |||||||
Key assumption rate | Rate | 1.1 | |||||||
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 | ||||||
Measurement Input Discount Rate Member | Meier's Wine Cellars, Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Key assumption rate | Rate | 26 | 27 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jun. 30, 2021 |
Inventory [Line Items] | ||
Inventories | $ 221,264 | $ 221,145 |
Bulk Wine and Spirits | ||
Inventory [Line Items] | ||
Inventories | 109,408 | 119,333 |
Bottled Wine and Spirits | ||
Inventory [Line Items] | ||
Inventories | 89,808 | 90,083 |
Bottling and Packaging Supplies | ||
Inventory [Line Items] | ||
Inventories | 20,526 | 10,482 |
Nonwine Inventory | ||
Inventory [Line Items] | ||
Inventories | $ 1,522 | $ 1,247 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | ||||
Impairment of inventory | $ 0 | $ 0 | $ 0 | $ 3,300 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jun. 30, 2021 |
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 285,692 | $ 254,507 |
Less accumulated depreciation and amortization | (64,591) | (52,791) |
Property, Plant and Equipment, Net Before Construction and Development In Progress | 221,101 | 201,716 |
Construction in progress | 13,040 | 11,957 |
Property, Plant and Equipment, Net | 234,141 | 213,673 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 140,241 | 129,288 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 36,215 | 33,734 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 74,677 | 58,227 |
Cooperage | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 11,804 | 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 | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 6 | $ 2.7 | $ 14.1 | $ 8.1 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - Summary of Goodwill by Segment (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | $ 109,895 |
Goodwill, Ending Balance | 158,185 |
ACE Cider [Member] | |
Goodwill [Line Items] | |
Goodwill acquired during period | 27,516 |
Vinesse, LLC [Member] | |
Goodwill [Line Items] | |
Goodwill acquired during period | 10,800 |
Meier's Wine Cellars, Inc | |
Goodwill [Line Items] | |
Goodwill acquired during period | 9,974 |
Wholesale | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 88,808 |
Goodwill, Ending Balance | 116,324 |
Wholesale | ACE Cider [Member] | |
Goodwill [Line Items] | |
Goodwill acquired during period | 27,516 |
Direct to Consumer | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 20,342 |
Goodwill, Ending Balance | 31,142 |
Direct to Consumer | Vinesse, LLC [Member] | |
Goodwill [Line Items] | |
Goodwill acquired during period | 10,800 |
Business to Business | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 745 |
Goodwill, Ending Balance | 10,719 |
Business to Business | Meier's Wine Cellars, Inc | |
Goodwill [Line Items] | |
Goodwill acquired during period | $ 9,974 |
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 | 9 Months Ended | 12 Months Ended |
Mar. 31, 2022 | 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 | 31,700 | 6,300 |
Total definite-life intangibles, Accumulated Amortization | (3,470) | (200) |
Total definite-life intangibles, Net Carrying Amount | 28,230 | 6,100 |
Total other intangibles assets, Gross Carrying Amount | 68,279 | 36,279 |
Total other intangibles assets, Accumulated Amortization | (3,470) | (200) |
Total other intangibles assets, Net Carrying Amount | 64,809 | 36,079 |
Customer and Sommerlier Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total definite-life intangibles, Gross Carrying Amount | 29,900 | 6,300 |
Total definite-life intangibles, Accumulated Amortization | (3,320) | (200) |
Total definite-life intangibles, Net Carrying Amount | $ 26,580 | $ 6,100 |
Weighted Average Remaining Amortization Period (in years) | 4 years 8 months 12 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 | 1,800 | |
Total definite-life intangibles, Accumulated Amortization | (150) | |
Total definite-life intangibles, Net Carrying Amount | $ 1,650 | |
Weighted Average Remaining Amortization Period (in years) | 3 years 9 months 18 days | |
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 | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 158,185,000 | $ 158,185,000 | $ 109,895,000 | ||
Amortization expense | $ 1,700,000 | $ 25,000 | $ 3,300,000 | $ 75,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense for Finite-Lived Intangible Assets (Detail) $ in Thousands | Mar. 31, 2022USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2022 remaining | $ 1,659 |
2023 | 6,637 |
2024 | 6,626 |
2025 | 5,106 |
Thereafter | 8,202 |
Total estimated amortization expense | $ 28,230 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule Of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jun. 30, 2021 |
Payables and Accruals [Abstract] | ||
Accrued purchases | $ 11,616 | $ 10,790 |
Accrued employee compensation | 3,921 | 3,981 |
Other accrued expenses | 7,271 | 6,754 |
Accrued interest expense | 1,133 | 202 |
Contingent consideration | 4,471 | 2,151 |
Unearned Income | 418 | 1,200 |
Captive insurance liabilities | 1,630 | 0 |
Total Accrued liabilities and other payables | $ 30,460 | $ 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 | Mar. 31, 2022 | Jun. 30, 2021 |
Debt Instrument [Line Items] | ||
Long term debt | $ 194,874 | $ 208,052 |
Less current maturities | (21,200) | (22,964) |
Less unamortized deferred financing costs | (1,350) | (1,547) |
Long-term debt and lease obligation | 172,324 | 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 | 0 | 5,834 |
Base Rate | Borrowings | ||
Debt Instrument [Line Items] | ||
Long term debt | 41,853 | 45,084 |
Notes Payable to Bank | April 2023 | ||
Debt Instrument [Line Items] | ||
Long term debt | 768 | 1,227 |
Notes Payable to Bank | March 2024 | ||
Debt Instrument [Line Items] | ||
Long term debt | 1,419 | 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 | 77,858 | 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 | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 26, 2021 | Mar. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 |
January 2022 | Unsecured convertible promissory note | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.00% | 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] | ||||||||
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 | London Interbank Offered Rate (LIBOR) | July 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | (0.50%) | |||||||
Borrowings | Base Rate | July 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.75% | 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% | 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% | ||||||
Notes Payable to Bank | July 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 1,260 | |||||||
Maturity period | 2024-07 | |||||||
Debt instrument, basis spread on variable rate | (2.32%) | 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 | (1.76%) | |||||||
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 | Mar. 31, 2022 | Jun. 30, 2021 |
Long Term Debt [Abstract] | ||
Remaining 2022 | $ 9,585 | |
2023 | 14,909 | |
2024 | 14,152 | |
2025 | 64,372 | |
2026 | 8,571 | |
2027 | 83,285 | |
Long term debt | $ 194,874 | $ 208,052 |
Long-Term Debt and Other Shor_2
Long-Term Debt and Other Short-Term Borrowings - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | |||||
Common stock, shares issued | 61,691,054 | 61,691,054 | 60,461,611 | ||
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 | 3.10% | 2.70% | 3.10% | 2.70% | |
Available amount under line of credit | $ 77,100,000 | $ 77,100,000 | $ 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 | $ 111,800 | $ 99,000 | $ 335,700 |
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 | Mar. 31, 2022 | Jun. 30, 2021 | |
Assets: | |||
Assets | $ 51,576 | $ 6,525 | |
Liabilities: | |||
Contingent consideration liabilities | [1] | 12,205 | 4,631 |
Interest rate derivative | [2] | 5,225 | 13,807 |
Liabilities | 17,430 | 18,438 | |
Fair Value, Inputs, Level 1 | |||
Assets: | |||
Assets | 51,576 | 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] | 5,225 | 13,807 |
Liabilities | 5,225 | 13,807 | |
Fair Value, Inputs, Level 3 | |||
Assets: | |||
Assets | 0 | 0 | |
Liabilities: | |||
Contingent consideration liabilities | [1] | 12,205 | 4,631 |
Interest rate derivative | [2] | 0 | 0 |
Liabilities | 12,205 | 4,631 | |
Money Market Funds | |||
Assets: | |||
Assets | 51,576 | 6,525 | |
Money Market Funds | Fair Value, Inputs, Level 1 | |||
Assets: | |||
Assets | 51,576 | 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 | 9 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Less: current portion | $ (4,471) | $ (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 | 7,800 | |
Payments | (226) | |
Ending Balance | 12,205 | |
Less: current portion | (4,471) | |
Long term portion | $ 7,734 |
Redeemable Stock and Redeemab_2
Redeemable Stock and Redeemable Noncontrolling Interest - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
April 2018 Series A Redeemable Stock | ||
Minority Interest [Line Items] | ||
Dividend accretion | $ 3.9 | |
Accreted deemed dividends | $ 2 | |
July 2018 Issuance of Series A Redeemable Stock | ||
Minority Interest [Line Items] | ||
Dividend accretion | 3.3 | 3.3 |
April 2018 Series B Redeemable Cumulative Series B Stock | ||
Minority Interest [Line Items] | ||
Unpaid cumulative dividend | 5 | |
Dividend accretion | 1.4 | 4.8 |
Tamarack Cellars | January 2018 Series A Redeemable Stock | ||
Minority Interest [Line Items] | ||
Dividend accretion | $ 1.2 | 1.2 |
Put Option | April 2018 Series B Redeemable Cumulative Series B Stock | ||
Minority Interest [Line Items] | ||
Redemption value of preferred stock | $ 47.5 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Reserved Shares Stock on Converted Basis (Details) - Common Stock - shares | Mar. 31, 2022 | 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 - Schedu_2
Stockholders' Equity - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2022 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share based compensation | $ 1,943 | $ 1,943 |
Stock Options [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share based compensation | 828 | 828 |
Restricted Stock Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share based compensation | $ 1,115 | $ 1,115 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2022 | Mar. 08, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock repurchased, Held in treasury | 313,539 | 313,539 | 0 | |
Stock Repurchase Program, Authorized Amount | $ 30 | |||
Treasury Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock repurchased, Held in treasury | 313,539 | 313,539 | ||
Stock repurchased during period, value | $ 2.8 | |||
Employee Stock Option [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares, Vested and Exercisable | 0 | 0 | ||
Contractual life | 10 years | |||
Required Minimum Volume Weighted Average Price Per Common Stock For Exercise Of Vested Options | $ 12.50 | $ 12.50 | ||
Weighted Average Grant Date Fair Value | $ 3.27 | $ 3.27 | ||
Expected volatility | 40.00% | |||
Risk-free interest rate | 1.80% | |||
Unrecognized compensation expense to stock option | $ 7.1 | $ 7.1 | ||
Weighted average period | 3 years 3 months 18 days | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting Period | 4 years | |||
Weighted Average Grant Date Fair Value | $ 8.22 | $ 8.22 | ||
Unrecognized compensation expense to stock option | $ 9.4 | $ 9.4 | ||
Weighted average period | 3 years 3 months 18 days |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Options Activity (Details) | 9 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Options, Granted | shares | 2,675,651 |
Stock Options, Canceled and forfeited | shares | (25,600) |
Stock Options, Ending Balance | shares | 2,650,051 |
Weighted Average Exercise Price, Granted | $ / shares | $ 10.50 |
Weighted Average Exercise Price, Canceled and forfeited | $ / shares | 10.50 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 10.50 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted | shares | 1,398,526 |
Stock Option, Ending Balance | shares | 1,398,526 |
Weighted average grant date fair value, Granted | $ / shares | $ 8.22 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 8.22 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Changes in Treasury Stock (Details) - shares | 3 Months Ended | 9 Months Ended |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Repurchases of common stock | 313,539 | 313,539 |
Ending balance | 313,539 | 313,539 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Tax Credit Carryforward [Line Items] | ||||
Deferred income tax expense benefit | $ 888 | $ 0 | ||
Federal income tax at the statutory rate | 21.00% | 21.00% | 21.00% | 21.00% |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Lessor, Lease, Description [Line Items] | ||||
Operating leases, rent expense | $ 2.9 | $ 2.2 | $ 5.7 | |
Operating Leases, Rent Expense, Net | $ 1.3 | |||
Purchases under contract | $ 9.2 | $ 11.5 | $ 30.4 | $ 30.4 |
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 | Mar. 31, 2022 | |||
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 | Mar. 31, 2022USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remaining 2022 | $ 1,978 |
2023 | 6,453 |
2024 | 6,551 |
2025 | 6,252 |
2026 | 5,834 |
2027 and thereafter | 17,610 |
Total lease payments | $ 44,678 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Purchase Commitments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remaining 2022 | $ 21,015 |
2023 | 13,594 |
2024 | 6,301 |
2025 | 3,553 |
2026 | 353 |
Purchase Obligation | $ 44,816 |
Segments - Summary of Revenue b
Segments - Summary of Revenue by Segment and Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 78,933 | $ 46,897 | $ 218,231 | $ 163,709 |
Income (loss) from operations | 884 | 184 | 19,748 | 20,058 |
Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 24,549 | 21,092 | 62,923 | 55,399 |
Income (loss) from operations | 3,270 | 6,138 | 12,654 | 14,760 |
Direct to Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 19,595 | 14,675 | 69,316 | 48,650 |
Income (loss) from operations | 916 | 1,986 | 14,834 | 9,997 |
Business to Business | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 33,657 | 11,026 | 83,349 | 57,704 |
Income (loss) from operations | 10,457 | 3,391 | 26,274 | 18,052 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 1,132 | 104 | 2,643 | 1,956 |
Income (loss) from operations | $ (13,759) | $ (11,331) | $ (34,014) | $ (22,751) |
Segments - Summary of Revenue_2
Segments - Summary of Revenue by Segment and Region Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||
Amortization expense | $ 1,700,000 | $ 25,000 | $ 3,300,000 | $ 75,000 |
Direct to Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation expense recognized for assets | 300,000 | 400,000 | 800,000 | 1,100,000 |
Amortization expense | $ 600,000 | $ 25,000 | $ 2,000,000 | $ 75,000 |
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 | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Net income | $ 2,707 | $ 626 | $ 14,038 | $ 15,263 |
Less: Series B dividends and accretion | 0 | 1,446 | 0 | 4,760 |
Less: (loss) income allocable to noncontrolling interest | (73) | 53 | (138) | 343 |
Net income (loss) allocable to common shareholders | 2,780 | (873) | 14,176 | 10,160 |
Numerator- Basic EPS | ||||
Less: net income allocated to participating securities (Series B) | 0 | 0 | 0 | 1,752 |
Net income (loss) allocated to common shareholders | 2,780 | (873) | 14,176 | 8,408 |
Numerator- Diluted EPS | ||||
Add: net income attributable to convertible debt | 0 | 0 | 0 | 147 |
Reallocation of Income (loss) Under the two-Class Method | 0 | 0 | 0 | 44 |
Net income (loss) allocated to common shareholders | $ 2,780 | $ (873) | $ 14,176 | $ 8,599 |
Weighted average common shares - Basic | 61,410,403 | 21,920,583 | 60,773,258 | 21,920,583 |
Weighted average common shares - Diluted | 61,410,403 | 21,920,583 | 60,773,258 | 24,564,309 |
Basic | $ 0.05 | $ (0.04) | $ 0.23 | $ 0.38 |
Diluted | $ 0.05 | $ (0.04) | $ 0.23 | $ 0.35 |
Convertible Debt | ||||
Numerator- Diluted EPS | ||||
Effect of dilutive securities | 0 | 0 | 0 | 2,237 |
Stock Options | ||||
Numerator- Diluted EPS | ||||
Effect of dilutive securities | 0 | 0 | 0 | 406 |
Earning Per Share - Antidilutiv
Earning Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 28,650,051 | 816,868 | 28,650,051 | 277,700 |
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 | 2,650,051 | 816,868 | 2,650,051 | 277,700 |
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 | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Net Revenue | $ 78,933 | $ 46,897 | $ 218,231 | $ 163,709 |
Warehousing and Fulfillment Services | ||||
Related Party Transaction [Line Items] | ||||
Net Revenue | 0 | 166 | 0 | 715 |
Storage and Bottling of Alcoholic Beverages | ||||
Related Party Transaction [Line Items] | ||||
Net Revenue | 0 | 29 | 0 | 50 |
Management Fees | ||||
Related Party Transaction [Line Items] | ||||
Net Revenue | 0 | 115 | 0 | 388 |
Marketing and distribution | ||||
Related Party Transaction [Line Items] | ||||
Net Revenue | 1,625 | 1,625 | ||
Concourse Warehouse Lease | ||||
Related Party Transaction [Line Items] | ||||
Expenses | 0 | 0 | 0 | 241 |
Swanson Lease | ||||
Related Party Transaction [Line Items] | ||||
Expenses | 0 | 163 | 0 | 516 |
ZR Waverly Lease | ||||
Related Party Transaction [Line Items] | ||||
Expenses | $ 0 | $ 0 | $ 0 | $ 66 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Oct. 04, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2021ft² |
Related Party Transaction [Line Items] | ||||||||||
Revenue from related parties | $ 0 | $ 715,400 | $ 0 | |||||||
Related party, management fees | $ 0 | $ 114,500 | 0 | 388,100 | ||||||
Amount collected on related party's | 0 | 0 | $ 0 | |||||||
Related party transaction, amounts of transaction | 0 | 28,900 | 0 | 49,600 | ||||||
Other expenses | 90,100 | 69,100 | 286,500 | 249,900 | ||||||
Payments related to sponsorship and marketing services | 87,000 | 87,500 | 279,000 | 225,000 | ||||||
Operating leases, rent expense | 2,900,000 | 2,200,000 | 5,700,000 | |||||||
Cash | $ 14,000,000 | |||||||||
Purchases under contract | $ 9,200,000 | 11,500,000 | $ 30,400,000 | 30,400,000 | ||||||
Kunde | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Revenue from related parties | 0 | $ 1,600 | 0 | $ 1,600 | ||||||
Concourse Warehouse Lease | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating leases, rent expense | 0 | 241,300 | ||||||||
Swanson Lease | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating leases, rent expense | 163,600 | 516,600 | ||||||||
ZR Waverly Lease | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating leases, rent expense | 0 | $ 65,800 | ||||||||
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 | Mar. 31, 2022 | |||||||||
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 | |||||||||
Warehouse | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Revenue from related parties | $ 0 | $ 166,300 | ||||||||
Warehouse | Concourse Warehouse Lease | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Land subject to ground leases | ft² | 80,000 | |||||||||
Warehousing and Fulfillment Services | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Revenue from related parties | $ 0 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Related Party Transaction [Line Items] | |
Remaining 2022 | $ 1,978 |
2023 | 6,453 |
2024 | 6,551 |
2025 | 6,252 |
2026 | 5,834 |
2027 and thereafter | 17,610 |
Total lease payments | $ 44,678 |