Restatement of Previously Issued Condensed Consolidated Financial Statements | 2 . Restatement of Previously Issued Condensed Consolidated Financial Statements The Company has restated its condensed consolidated statements as of and for the three and nine months ended March 31, 2022. During the audit for the fiscal year ending June 30, 2022, an accounting error was identified in the treatment of the Company's accounting for interest rate swap liabilities that materially impacted our condensed consolidated financial statements for the three and nine months ended March 31, 2022. The Company had erroneously accounted for these interest rate swaps as liabilities when the interest rate swaps should have been accounted for as assets. The error resulted in a n overstatement of liabilities of $ 1.6 for the nine months ended March 31, 2022, an understatement of assets of $ 5.1 million for the three and nine months ended March 31, 2022 and an understatement in unrecognized gain on interest rate swap agreements of $ 6.7 million for the three and nine months ended March 31, 2022, net of income taxes. The following tables present the impact of the adjustments described above to our previously reported condensed consolidated balance sheets for the nine months ended March 31, 2022, and the related condensed consolidated statements of operations, condensed consolidated statements of stockholders’ equity and condensed consolidated cash flows for the three and nine months ended March 31, 2022. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share amounts) March 31, 2022 As Previously Reported Adjustments As Restated Assets Current assets: Cash $ 69,109 $ 69,109 Restricted cash 6,600 6,600 Accounts receivable, net 39,649 39,649 Other receivables 13,668 13,668 Inventories 221,264 221,264 Interest rate swap assets - 716 716 Prepaid expenses and other current assets 10,968 10,968 Total current assets 361,258 716 361,974 Property, plant, and equipment, net 234,141 234,141 Goodwill 158,185 158,185 Intangible assets, net 64,809 64,809 Interest rate swap assets, long-term - 4,417 4,417 Other assets 7,635 7,635 Total assets $ 826,028 $ 5,133 831,161 Liabilities, redeemable noncontrolling interest, and stockholders' equity - Current liabilities: - Line of credit $ 146,732 146,732 Accounts payable 14,777 14,777 Accrued liabilities and other payables 30,460 2,678 33,138 Interest rate swap liabilities - 977 977 Current maturities of long-term debt 21,200 21,200 Total current liabilities 213,169 3,655 216,824 Other long-term liabilities 8,740 8,740 Long-term debt, less current maturities 172,324 172,324 Interest rate swap liabilities, noncurrent 5,225 ( 5,225 ) - Deferred tax liability 29,965 29,965 Deferred gain 10,999 10,999 Total liabilities 440,422 ( 1,570 ) 438,852 Commitments and contingencies (Note 13) - Redeemable noncontrolling interest 1,684 1,684 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. - - 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. - - Additional paid-in capital 373,196 373,196 Treasury stock, at cost: 313,539 and zero shares held at March 31, 2022 and June 30, 2021, respectively ( 2,833 ) ( 2,833 ) Retained earnings 14,176 6,704 20,880 Total Vintage Wine Estates, Inc. stockholders' equity 384,539 6,704 391,243 Noncontrolling interests ( 617 ) ( 1 ) ( 618 ) Total stockholders' equity 383,922 6,703 390,625 Total liabilities, redeemable noncontrolling interest, and stockholders' equity $ 826,028 $ 5,133 $ 831,161 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) (in thousands, except share and per share amounts) Three Months Ended March 31, Nine Months Ended March 31, 2022 2022 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Net revenues Wine, spirits and cider $ 50,859 $ 50,859 $ 157,292 $ 157,292 Nonwine 28,074 28,074 60,939 60,939 78,933 78,933 218,231 218,231 Cost of revenues Wine, spirits and cider 38,764 38,764 98,428 98,428 Nonwine 12,152 12,152 29,886 29,886 50,916 50,916 128,314 128,314 Gross profit 28,017 28,017 89,917 89,917 Selling, general, and administrative expenses 27,035 27,035 70,662 70,662 Loss (gain) on sale of property, plant, and equipment 98 98 ( 493 ) ( 493 ) Gain on litigation proceeds - - - - Income from operations 884 884 19,748 19,748 Other income (expense) Interest expense ( 3,729 ) ( 3,729 ) ( 10,825 ) ( 10,825 ) Net unrealized gain on interest rate swap agreements 4,553 9,288 13,841 8,582 9,288 17,870 Other, net 1,957 1,957 1,945 1,945 Total other income (expense), net 2,781 9,288 12,069 ( 298 ) 9,288 8,990 Income before provision for income taxes 3,665 9,288 12,953 19,450 9,288 28,738 Income tax provision 958 2,585 3,543 5,412 2,585 7,997 Net income 2,707 6,703 9,410 14,038 6,703 20,741 Net income (loss) attributable to the noncontrolling interests ( 73 ) ( 1 ) ( 74 ) ( 138 ) ( 1 ) ( 139 ) Net income attributable to Vintage Wine Estates, Inc. 2,780 6,704 9,484 14,176 6,704 20,880 Accretion on redeemable Series B stock - - - - Net income (loss) allocable to common stockholders $ 2,780 $ 6,704 $ 9,484 $ 14,176 $ 6,704 $ 20,880 Net earnings (loss) per share allocable to common stockholders Basic $ 0.05 $ 0.10 $ 0.15 $ 0.23 $ 0.11 $ 0.34 Diluted $ 0.05 $ 0.10 $ 0.15 $ 0.23 $ 0.11 $ 0.34 Weighted average shares used in the calculation of earnings per share allocable to common stockholders Basic 61,410,403 61,410,403 60,773,258 60,773,258 Diluted 61,410,403 61,410,403 60,773,258 60,773,258 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) (in thousands, except share amounts) Redeemable Non-Controlling Common Stock Treasury Stock Additional Retained Non-Controlling Total Stockholders' Equity Shares Amount Shares Amount Balance, June 30, 2021 $ 1,682 60,461,611 $ - $ 360,732 $ - $ ( 477 ) $ 360,255 Net income (loss) 3 - - - 2,804 ( 28 ) 2,776 Balance, September 30, 2021 $ 1,685 60,461,611 $ - $ 360,732 $ 2,804 $ ( 505 ) $ 363,031 Net income (loss) 5 - - - 8,592 ( 45 ) 8,547 Balance, December 31, 2021 $ 1,690 60,461,611 $ - $ 360,732 $ 11,396 $ ( 550 ) $ 371,578 Stock-based compensation - - 1,943 - - 1,943 Issuance of common stock in business combination 1,229,443 - - - 10,521 - - 10,521 Repurchase of common stock - - 313,539 ( 2,833 ) - - - ( 2,833 ) Net income (loss) ( 6 ) - - - - - 2,780 ( 68 ) 2,712 Adjustments 6,704 6,704 Balance, March 31, 2022, As Restated $ 1,684 61,691,054 $ - 313,539 $ ( 2,833 ) $ 373,196 $ 20,880 $ ( 618 ) $ 390,625 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Nine Months Ended March 31, 2022 As Previously Reported Adjustments As Restated Cash flows from operating activities Net income $ 14,038 6,703 $ 20,741 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 17,365 17,365 Amortization of deferred loan fees and line of credit fees 296 296 Amortization of label design fees 668 668 Litigation proceeds - - Stock-based compensation expense 1,943 1,943 Provision for doubtful accounts 45 45 Impairment of inventory - - Net unrealized gain on interest rate swap agreements ( 8,582 ) ( 9,288 ) ( 17,870 ) (Benefit) provision for deferred income tax 888 888 Loss (gain) on disposition of assets 508 508 Deferred gain on sale leaseback ( 1,000 ) ( 1,000 ) Deferred rent 285 285 Change in operating assets and liabilities (net of effect of business combinations): Accounts receivable ( 21,261 ) ( 21,261 ) Related party receivables - - Other receivables 376 376 Litigation receivable - - Inventories 4,244 4,244 Prepaid expenses and other current assets ( 2,232 ) ( 2,232 ) Other assets ( 6,215 ) ( 6,215 ) Accounts payable ( 8,106 ) ( 8,106 ) Accrued liabilities and other payables 2,836 2,585 5,421 Related party liabilities - - Net cash (used in) provided by operating activities ( 3,903 ) - ( 3,903 ) Cash flows from investing activities - - Proceeds from disposition of assets 105 105 Purchases of property, plant, and equipment ( 15,723 ) ( 15,723 ) Label design expenditures ( 225 ) ( 225 ) Proceeds on related party notes receivable - - Acquisition of businesses ( 74,268 ) ( 74,268 ) Net cash used in investing activities ( 90,111 ) ( 90,111 ) Cash flows from financing activities - - Repurchase of common stock ( 2,833 ) ( 2,833 ) Principal payments on line of credit ( 67,210 ) ( 67,210 ) Proceeds from line of credit 126,591 126,591 Outstanding checks in excess of cash 2,900 2,900 Principal payments on long-term debt ( 13,178 ) ( 13,178 ) Proceeds from long-term debt - - Principal payments on related party note - - Deferred offering costs - - Payments on acquisition payable ( 226 ) ( 226 ) Net cash provided by financing activities 46,044 46,044 Net change in cash and restricted cash ( 47,970 ) ( 47,970 ) Cash and restricted cash , beginning of period 123,679 123,679 Cash and restricted cash, end of period $ 75,709 $ 75,709 Supplemental cash flow information Cash paid during the period for: Interest $ 9,508 $ 9,415 Income taxes $ 22 $ 22 Noncash investing and financing activities: - $ - Contingent consideration in a business combination $ 8,460 $ 8,460 Issuance of common stock in business combination $ 10,521 $ 10,521 Accretion of redemption value of Series B redeemable cumulative stock $ - $ - Accretion of redemption value of Series A redeemable stock $ - $ - Offering costs $ - $ - |