Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
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 | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 61,691,054 | |
Entity Shell Company | false | |
Entity Small Business | false | |
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 | Common 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 | Sep. 30, 2022 | Jun. 30, 2022 |
Current assets: | ||
Cash | $ 44,622 | $ 45,492 |
Restricted cash | 0 | 4,800 |
Accounts receivable, net | 38,424 | 38,192 |
Other receivables | 3,071 | 3,866 |
Inventories | 201,940 | 192,102 |
Assets held for sale | 6,553 | 0 |
Current interest rate swap asset | 5,826 | 2,877 |
Prepaid expenses and other current assets | 9,478 | 13,394 |
Total current assets | 309,914 | 300,723 |
Property, plant, and equipment, net | 228,204 | 236,100 |
Operating lease right-of-use assets | 35,509 | |
Finance lease right-of-use-assets | 689 | |
Goodwill | 154,951 | 154,951 |
Intangible assets, net | 62,672 | 64,377 |
Interest rate swap asset | 12,555 | 6,280 |
Other assets | 5,187 | 3,464 |
Total assets | 809,681 | 765,895 |
Current liabilities | ||
Line of credit | 140,066 | 144,215 |
Accounts payable | 20,076 | 13,947 |
Accrued liabilities and other payables | 27,867 | 24,204 |
Current operating lease liabilities | 5,197 | |
Current finance lease liabilities | 263 | |
Current maturities of long-term debt | 14,738 | 14,909 |
Total current liabilities | 208,207 | 197,275 |
Other long-term liabilities | 6,140 | 6,491 |
Long-term debt, less current maturities | 165,577 | 169,095 |
Long-term operating lease liabilities | 31,637 | |
Long-term finance lease liabilities | 429 | |
Deferred tax liability | 29,952 | 29,979 |
Deferred gain | 10,332 | 10,666 |
Total liabilities | 452,274 | 413,506 |
Commitments and contingencies (Note 13) | ||
Redeemable noncontrolling interest | 1,282 | 1,663 |
Stockholders' equity | ||
Preferred stock, no par value, 2,000,000 shares authorized, and none issued and outstanding at September 30, 2022 and June 30, 2022 | 0 | 0 |
Common stock, no par value, 200,000,000 shares authorized, 61,691,054 issued and 58,819,160 outstanding at September 30, 2022 and 60,461,611 issued and outstanding at June 30, 2022. | 0 | 0 |
Additional paid-in capital | 382,347 | 377,897 |
Treasury stock, at cost: 2,871,894 shares held at September 30, 2022 and June 30, 2022, respectively. | (26,034) | (26,034) |
Retained earnings (accumulated deficit) | 406 | (571) |
Total Vintage Wine Estates, Inc. stockholders' equity | 356,719 | 351,292 |
Noncontrolling interests | (594) | (566) |
Total stockholders' equity | 356,125 | 350,726 |
Total liabilities, redeemable noncontrolling interest, and stockholders' equity | $ 809,681 | $ 765,895 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Jun. 30, 2022 |
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 | 58,819,160 | 60,461,611 |
Repurchases of common stock | 2,871,894 | 2,871,894 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Net revenues | ||
Net revenues | $ 77,862 | $ 55,687 |
Cost of revenues | ||
Cost of revenues | 47,714 | 32,250 |
Gross profit | 30,148 | 23,437 |
Selling, general, and administrative expenses | 34,244 | 16,983 |
Amortization expense | 1,811 | 651 |
Gain on litigation proceeds | (530) | 0 |
Gian on sale of property, plant, and equipment | (452) | (340) |
Income from operations | (4,925) | 6,143 |
Other income (expense) | ||
Interest expense | (3,381) | (3,603) |
Net unrealized gain on interest rate swap agreements | 9,327 | 1,393 |
Other, net | 271 | 39 |
Total other income (expense), net | 6,217 | (2,171) |
Income before provision for income taxes | 1,292 | 3,972 |
Income tax provision | 658 | 1,193 |
Net income | 634 | 2,779 |
Net loss attributable to the noncontrolling interests | (343) | (25) |
Net income attributable to Vintage Wine Estates, Inc. | 977 | 2,804 |
Accretion on redeemable Series B stock | 0 | 0 |
Net income allocable to common stockholders | $ 977 | $ 2,804 |
Net earnings per share allocable to common stockholders | ||
Basic | $ 0.02 | $ 0.05 |
Diluted | $ 0.02 | $ 0.05 |
Weighted average shares used in the calculation of earnings per share allocable to common stockholders | ||
Basic | 58,819,160 | 60,461,611 |
Diluted | 58,819,160 | 60,461,611 |
Wine, spirits and cider | ||
Net revenues | ||
Net revenues | $ 52,052 | $ 36,287 |
Cost of revenues | ||
Cost of revenues | 34,522 | 20,588 |
Nonwine | ||
Net revenues | ||
Net revenues | 25,810 | 19,400 |
Cost of revenues | ||
Cost of revenues | $ 13,192 | $ 11,662 |
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, 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 | ||||||
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 | ||||||
BEGINNING BALANCE at Jun. 30, 2022 | 350,726 | $ (26,034) | 377,897 | (571) | (566) | ||
BEGINNING BALANCE (in Shares) at Jun. 30, 2022 | 61,691,054 | 2,871,894 | |||||
Redeemable Non-Controlling Interest Beginning Balance at Jun. 30, 2022 | 1,663 | 1,663 | |||||
Stock-based compensation expense | 4,622 | 4,622 | |||||
Repurchase of public warrants | (172) | (172) | |||||
Shareholder distribution | (66) | ||||||
Temporary equity, Net income (loss) | (315) | ||||||
Net income (loss) | 949 | 977 | (28) | ||||
Redeemable Non-Controlling Interest Ending Balance at Sep. 30, 2022 | 1,282 | $ 1,282 | |||||
ENDING BALANCE at Sep. 30, 2022 | $ 356,125 | $ (26,034) | $ 382,347 | $ 406 | $ (594) | ||
ENDING BALANCE (in Shares) at Sep. 30, 2022 | 61,691,054 | 2,871,894 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net income | $ 634 | $ 2,779 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation | 3,215 | 3,503 |
Non-cash operating lease expense | 37 | |
Amortization expense | 1,978 | 750 |
Stock-based compensation expense | 4,622 | 0 |
Provision for doubtful accounts | (280) | (15) |
Net unrealized gain on interest rate swap agreements | (9,327) | (1,393) |
(Benefit) provision for deferred income tax | (27) | 0 |
(Gain) on disposition of assets | (118) | (6) |
Deferred gain on sale leaseback | (334) | (334) |
Deferred rent | (2,079) | 128 |
Change in operating assets and liabilities (net of effect of business combinations): | ||
Accounts receivable | 48 | 863 |
Other receivables | 795 | (2,850) |
Inventories | (8,138) | (4,671) |
Prepaid expenses and other current assets | 3,916 | 884 |
Other assets | (1,766) | 116 |
Accounts payable | 2,087 | (3,071) |
Accrued liabilities and other payables | 5,532 | 1,356 |
Net change in lease assets and liabilities | 1,288 | |
Net cash provided by (used in) operating activities | 2,083 | (1,961) |
Cash flows from investing activities | ||
Proceeds from disposition of assets | 0 | 6 |
Purchases of property, plant, and equipment | (3,454) | (7,792) |
Label design expenditures | (95) | (59) |
Net cash used in investing activities | (3,549) | (7,845) |
Cash flows from financing activities | ||
Principal payments on line of credit | (34,466) | (6,304) |
Proceeds from line of credit | 30,317 | 17,675 |
Outstanding checks in excess of cash | 4,042 | 387 |
Principal payments on long-term debt | (3,753) | (2,482) |
Principal payments on finance leases | (67) | 0 |
Distributions to noncontrolling interest | (66) | 0 |
Repurchase of public warrants | (172) | 0 |
Payments on acquisition payable | (39) | (74) |
Net cash (used in) provided by financing activities | (4,204) | 9,202 |
Net change in cash and restricted cash | (5,670) | (604) |
Cash and restricted cash, beginning of period | 50,292 | 123,679 |
Cash and restricted cash, end of period | 44,622 | 123,075 |
Cash paid during the period for: | ||
Interest | 3,187 | 2,603 |
Income taxes | 0 | 0 |
Noncash investing and financing activities: | ||
Increase in operating lease assets and liabilities upon adoption of ASC 842 | 36,776 | 0 |
Increase in finance lease assets and liabilities upon adoption of ASC 842 | $ 759 | $ 0 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Sep. 30, 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 September 30, 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 2023 and 2022 in these condensed consolidated financial statements are to the fiscal years ending or ended June 30, 2023 and June 30, 2022, 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 ongoing COVID-19 pandemic ("COVID-19"), inflation and supply chain constraints continue to disrupt the U.S. and global economies and there remains uncertainty about the impact on the economy. We cannot estimate with any certainty the length or severity of the economic uncertainties or the related financial consequences on our business and operations, including whether and when historic economic and operating conditions will resume or the extent to which the disruption may impact our business, financial position, results of operations or cash flows. We expect the economic uncertainties to have a minimal impact on sales revenues 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 2023 interim period are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2023 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, 2022, filed with the SEC on September 13, 2022. The June 30, 2022 condensed consolidated balance sheet was derived from the audited consolidated financial statements as of that date. 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, 2022. Except as noted below, there have been no material changes in the Company’s significant accounting policies during the three months ended September 30, 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, accounting for income taxes and net assets held for sale. 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 $ 1.8 million of restricted cash from restricted cash to cash and cash equivalents and reclassified $ 0.7 million of amortization expense from selling, general and administrative expenses. 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) September 30, 2022 June 30, 2022 Cash and cash equivalents $ 44,622 $ 45,492 Restricted cash - 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 44,622 $ 50,292 In connection with the amended and restated loan and security agreement (see Note 10), the Company entered into a Deposit Control Agreement which required $ 4.8 million of the total cash received to be placed into a restricted cash collateral account, subject to release upon the completion of certain construction work and certificates of occupancy associated with the Ray's Station production facility. In July 2022, the Deposit Control Agreement was terminated upon certification that the conditions to Ray's Station's were satisfied. Accounts Receivable and Allowance for Credit Losses The Company adopted Accounting Standards Update ("ASU") ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): and its related amendments as of July 1, 2022, see “Recently Adopted Accounting Pronouncements” below. Accounts receivable are recorded at the invoiced amount. We consider an account past due on the first day following its due date. We monitor past due accounts periodically and establish appropriate reserves to cover expected losses, and consider historical experience, the current economic environment, customer credit ratings or bankruptcies and reasonable and supportable forecasts to develop our allowance for expected credit losses. We review these factors quarterly to determine if any adjustments are needed to the allowance. Account balances are written-off against the established allowance when we feel it is probable the receivable will not be recovered. The provision for doubtful accounts for the periods ended September 30, 2022 and June 30, 2022, was $ 400.0 thousand and $ 120.0 thousand, respectively. We do not accrue interest on past-due amounts. Bad debt expense was insignificant for all reporting periods presented. Other receivables include insurance related receivables, income tax receivable and other miscellaneous receivables. Disaggregation of Revenue The following table summarizes revenue by geographic region: Three Months Ended September 30, (in thousands) 2022 2021 Geographic regions: United States $ 77,325 $ 54,150 International 537 1,537 Total net revenue $ 77,862 $ 55,687 The following table provides a disaggregation of revenue based on the pattern of revenue recognition: Three Months Ended September 30, (in thousands) 2022 2021 Point in time $ 66,213 $ 46,822 Over a period of time 11,649 8,865 Total net revenue $ 77,862 $ 55,687 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 September 30, 2022 and June 30, 2022, we had $ 45.2 million and $ 49.0 million respectively, in major financial institutions 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 of: Three Months Ended September 30, 2022 2021 Revenue as a percent of total revenue Customer A 18.9 % 25.5 % Customer B * 12.6 % The following table summarizes customer concentration of: September 30, 2022 June 30, 2022 Receivables as a percent of total receivables Customer A 29.4 % 26.0 % Customer B * * * 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 and Customer B are included within the Business-to-Business 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. Leases The Company adopted ASU 2016-02, Leases ("Topic 842") and its related amendments as of July 1, 2022, see “Recently Adopted Accounting Pronouncements” below. The Company has both operating leases and finance leases. The Company’s non-cancelable leases for winery facilities, vineyards, corporate and administrative offices, tasting rooms, and some equipment are classified as operating leases. The Company’s non-cancelable leases for certain equipment that include a bargain purchase option at the end of the lease term are classified as finance leases. The Company recognizes a right of use (“ROU”) asset representing its right to use the underlying asset for the lease term on the condensed consolidated balance sheet and related lease liabilities representing its obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The ROU asset also includes adjustments for lease incentives receivable, deferred rent and prepaid rent when applicable. The Company’s lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. The Company has made an accounting policy election not to recognize ROU assets and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less. However, the Company will recognize these lease payments in the condensed consolidated statements of operations and comprehensive income/(loss) on a straight-line basis over the lease term and variable lease payments in the period in which the obligation is incurred. Lease expense for operating leases is recognized on a straight-line basis over the lease term. For finance leases, the right-of-use asset is amortized to amortization expense and interest expense is recorded in connection with the lease liability. Payments under lease arrangements are primarily fixed, however, most lease agreements also contain some variable payments. Variable lease payments other than those that depend on an index or a rate are expensed as incurred and not included in the operating lease ROU assets and lease liabilities. These amounts primarily include payments for taxes, parking and common area expenses. See Note 9. Assets Held for Sale The Company classifies an asset group (‘asset’) as held for sale in the period that (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year (subject to certain events or circumstances), (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially and subsequently measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in selling, general and administrative expenses in the period in which the held for sale criteria are met. Conversely, gains are generally not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation or amortization expense on the asset. The Company assesses the fair value of assets held for sale less any costs to sell at each reporting period until the asset is no longer classified as held for sale. 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. Earnings Per Share 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, 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 Company does not pay dividends or have participating shares outstanding. 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 February 2016, the FASB issued 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 the lease is effectively a financed purchase by the lessee. This classification determines 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 its classification. Leases with a term of 12 months or less are accounted for in the Company's consolidated statements of operations. The Company adopted Topic 842 effective July 1, 2022 using the modified retrospective approach, whereby we recognized a transition adjustment at the effective date of Topic 842, rather than at the beginning of the earliest comparative period presented. Prior period information was not restated. In addition, the Company applied the package of transition practical expedients, which allows the Company to carryforward its population of existing leases, the classification of each lease and the treatment of initial direct costs as of the period of adoption. The Company did not elect the practical expedient related to hindsight analysis which allows a lessee to use hindsight in determining the lease term and in assessing impairment of the entity’s ROU assets. The Company identified the population of real estate and equipment leases to which the guidance applies and implemented changes in its systems, procedures and controls relating to how lease information is obtained, processed and analyzed. Upon adoption, the Company recognized $ 37.6 million in ROU assets that represent the Company's right to use the underlying assets for the lease term and $ 39.2 million in lease obligations that represent the Company's obligation to make lease payments arising from the lease. The ROU assets recognized upon adoption of Topic 842, included the reclassification of approximately $ 2.1 million of deferred rent and $ 0.4 million of prepaid rent. See Note 9. 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 Company adopted ASU No. 2016-13, as amended effective July 1, 2022. We consider historical experience, the current economic environment, customer credit ratings or bankruptcies, and reasonable and supportable forecasts to develop our allowance for credit losses. We review these factors quarterly to determine if any adjustments are needed to the allowance. This guidance did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Pronouncements The recently issued accounting pronouncements did not have an impact on the Company. |
Business Combinations
Business Combinations | 3 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | 2. B u siness Combinations 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 Total identifiable assets acquired 7,523 Goodwill $ 9,477 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. The results of operations of Vinesse are included in the accompanying condensed consolidated statements of operations from the October 4, 2021 acquisition date. 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 ( 6,554 ) Total identifiable assets acquired 19,901 Goodwill $ 27,539 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 2.75 % and (ii) discount rate of 12.5 %. Customer relationships fair value was derived using the MPEEM, utilizing a discount rate of 13.0 %, and Cost Approach. Customer relationships were weighted; 90.0% using the MPEEM model and 10.0% using the Cost Approach. The results of operations of ACE Cider are included in the accompanying condensed consolidated statements of operations from the November 16, 2021 acquisition date. 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 12,859 Inventory 4,280 Other assets 356 Trademarks 700 Customer relationships 6,400 Accounts payable and accrued expenses ( 2,682 ) Deferred tax liability ( 6,033 ) Total identifiable assets acquired 19,549 Goodwill $ 8,247 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 27.0 %. Customer relationships fair value was derived using the MPEEM, utilizing a discount rate of 28.0 %. Customer relationships were weighted 100.0% using the MPEEM model. The results of operations of Meier's are included in the accompanying condensed consolidated statements of operations from the January 18, 2022 acquisition date. 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, if any, will be 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 are included in current period earnings. 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 $ 0.4 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 | 3 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inve ntory Inventory consists of the following: (in thousands) September 30, 2022 June 30, 2022 Bulk wine, spirits and cider $ 94,924 $ 89,038 Bottled wine, spirits and cider 87,393 85,905 Bottling and packaging supplies 18,367 16,328 Nonwine inventory 1,256 831 Total inventories $ 201,940 $ 192,102 For the three months ended September 30, 2022 and 2021, the Company did no t recognize any impairment of inventory. For the three months ended September 30, 2022 and fiscal year ended June 30, 2022, the Company's inventory balances are presented net of inventory reserves of zero and $ 5.1 million, respectively, for bulk wine, spirits and cider inventory, $ 1.5 million and $ 1.8 million, respectively, for bottled wine, spirits and cider inventory and $ 0.4 million and $ 0.4 million, respectively, for bottling and packaging supplies inventory. |
Assets Held for Sale
Assets Held for Sale | 3 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Assets Held for Sale | 4 . Assets Held for Sale During the period ended September 30, 2022, the Company had two asset groups classified as held for sale. The assets held for sale include certain real property related to Laetitia vineyards land and property, plant and equipment and assumption of a land lease related to the Tamarack Cellars production facility. These assets are being marketed for sale. The Company intends to complete the sales of the assets within twelve months. The carrying amounts of assets held for sale consists of the following: (in thousands) September 30, 2022 Laetitia vineyards land held for sale $ 5,890 Tamarack Cellars property, plant and equipment held for sale 2,767 Less accumulated depreciation and amortization ( 2,104 ) Total assets held for sale $ 6,553 The cash flows related to held for sale assets have not been segregated, and remain included in the major classes of assets. There were no assets classified as held for sale for the year ended June 30, 2022. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Sep. 30, 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) September 30, 2022 June 30, 2022 Buildings and improvements $ 140,975 $ 141,324 Land 30,325 36,215 Machinery and equipment 77,935 76,916 Cooperage 9,289 13,015 Vineyards 21,204 21,177 Furniture and fixtures 1,796 1,754 281,524 290,401 Less accumulated depreciation and amortization ( 71,637 ) ( 71,697 ) 209,887 218,704 Construction in progress 18,317 17,396 $ 228,204 $ 236,100 Depreciation and amortization expense related to property and equipment wa s $ 3.2 million and $ 3.5 million for the three months ended September 30, 2022 and 2021, respectively. |
Goodwill and Intangibles Assets
Goodwill and Intangibles Assets | 3 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles Assets | 6. Goodwill and Intan gible Assets Goodwill There were no changes in the carrying amounts of goodwill from fiscal year ended June 30, 2022. Intangible Assets The following tables summarize other intangible assets by class: September 30, 2022 (in thousands) Gross Accumulated Net Intangible Weighted Average Remaining Amortization Period (in years) Indefinite-life intangibles Trade names and trademarks $ 30,203 $ - $ 30,203 N/A Winery use permits 6,750 - 6,750 N/A Total Indefinite-life intangibles 36,953 - 36,953 Definite-life intangibles Customer and Sommelier relationships 30,700 ( 6,524 ) 24,176 4.2 Trade names and trademarks 1,900 ( 357 ) 1,543 3.2 Total definite-life intangibles 32,600 ( 6,881 ) 25,719 Total other intangible assets $ 69,553 $ ( 6,881 ) $ 62,672 June 30, 2022 (in thousands) Gross Accumulated Net Intangible Weighted Average Remaining Amortization Period (in years) Indefinite-life intangibles Trade names and trademarks $ 30,203 $ - $ 30,203 N/A Winery use permits 6,750 - 6,750 N/A Total Indefinite-life intangibles 36,953 - 36,953 Definite-life intangibles Customer and Sommelier relationships 30,700 ( 4,922 ) 25,778 4.4 Trade names and trademarks 1,900 ( 254 ) 1,646 3.5 Total definite-life intangibles 32,600 ( 5,176 ) 27,424 Total other intangible assets $ 69,553 $ ( 5,176 ) $ 64,377 Amortization expense of definite-life intangibles w as $ 1.7 million and $ 0.5 million for the three months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, estimated future amortization expense for definite-lived assets is as follows: (in thousands) 2023 remaining $ 5,116 2024 6,811 2025 5,291 2026 4,527 Thereafter 3,974 Total estimated amortization expense $ 25,719 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | . Accrue d Liabilities The major classes of accrued liabilities are summarized as follows: (in thousands) September 30, 2022 June 30, 2022 Accrued purchases $ 13,573 $ 7,478 Accrued employee compensation 4,551 5,886 Other accrued expenses 5,265 7,115 Non related party accrued interest expense 517 429 Contingent consideration 2,605 2,204 Unearned Income ( 60 ) ( 949 ) Captive insurance liabilities 1,416 2,041 Total Accrued liabilities and other payables $ 27,867 $ 24,204 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. Fair Value M easurements The following tables present assets and liabilities measured at fair value on a recurring basis: September 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 36,738 $ - $ - $ 36,738 Interest rate swaps (2) 18,381 18,381 Total $ 36,738 $ 18,381 $ - $ 55,119 Liabilities: Contingent consideration liabilities (1) $ - $ - $ 8,476 $ 8,476 Total $ - $ - $ 8,476 $ 8,476 June 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 36,616 $ - $ - $ 36,616 Interest rate swaps (2) $ 9,157 $ 9,157 Total $ 36,616 $ 9,157 $ - $ 45,773 Liabilities: Contingent consideration liabilities (1) $ - $ - $ 8,515 $ 8,515 Total $ - $ - $ 8,515 $ 8,515 (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, 2022 $ 8,515 Acquisitions - Payments ( 39 ) Change in fair value - Balance at September 30, 2022 8,476 Less: current portion ( 2,605 ) Long term portion $ 5,871 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. |
Leases
Leases | 3 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 9. Leases Leases Under ASC 842 We have lease agreements for certain winery facilities, vineyards, corporate and administrative offices, tasting rooms, and equipment under long-term non-cancelable leases. We determine if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all of the economic benefits from and have the ability to direct the use of the asset. Our lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Beginning July 1, 2022, operating leases are included in operating lease right-of-use assets, current operating lease liabilities and long-term operating lease liabilities in our condensed consolidated balance sheet. Operating lease right-of-use assets and corresponding operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease expense for operating lease assets is recognized on a straight-line basis over the lease term. As most of our leases do not provide an implicit rate, we use our collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate if it is readily determinable. Finance leases are included in finance lease right-of-use assets, current finance lease liabilities and long-term finance lease liabilities in our condensed consolidated balance sheet. Our lease agreements include leases that contain lease components and non-lease components. For all asset classes, we have elected to account for both of these provisions as a single lease component. We also have elected to apply a practical expedient for short-term leases whereby we do not recognize a lease liability and right-of-use asset for leases with a term of 12 months or less. In addition, we elected the package of transition practical expedients permitted under the transition guidance, which allows the Company to carry forward our leases without reassessing, whether any contracts are leases or contain leases, lease classification and initial direct costs. Our leases have remaining lease terms from two to 10 years . Our lease terms may include options to extend or terminate the lease when it is reasonably certain and there is significant economic incentive to exercise that option. Beginning fiscal 2022, we no longer had related party lease agreements. The following table summarizes the components of lease expense: Three Months Ended (in thousands) September 30, 2022 Operating lease expense $ 1,808 Finance lease expense Amortization of right-of-use assets 70 Interest on lease liabilities 9 Total finance lease expense 79 Variable lease expense 157 Short-term lease expense 35 Total lease expense $ 2,079 The following table summarizes supplemental balance sheet related to leases: (in thousands) September 30, 2022 Operating Leases Operating lease right-of-use assets $ 35,509 Current portion of operating lease liabilities 5,197 Long-term operating lease liabilities 31,637 Total operating lease liabilities 36,834 Finance Leases Finance lease right-of-use assets 689 Current portion of finance lease liabilities 263 Long-term finance lease liabilities 429 Total finance lease liabilities $ 692 The following table summarizes the weighted-average remaining lease term and discount rate: Weighted-average remaining lease term (in years) Operating leases 6.7 Finance leases 2.8 Weighted-average discount rate Operating leases 5.0 % Finance leases 5.0 % The minimum annual payments under our lease agreements as of September 30, 2022 are as follows: (in thousands) Operating Leases Finance Leases Remaining fiscal 2023 $ 4,795 $ 219 2024 6,849 285 2025 6,529 157 2026 6,521 79 2027 6,195 - 2028 and thereafter 12,479 - Total lease payments 43,368 740 Less imputed interest ( 6,534 ) ( 48 ) Present value of lease liabilities 36,834 692 Current portion of lease liabilities ( 5,197 ) ( 263 ) Total long term lease liabilities $ 31,637 $ 429 * Table excludes obligations for leases with original terms of 12 months or less which have not been recognized as ROU assets or liabilities in our condensed consolidated balance sheets. |
Long-Term and Other Short-Term
Long-Term and Other Short-Term Borrowings | 3 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term and Other Short-Term Borrowings | 10. Long-Term a nd Other Short-Term Obligations The following table summarizes long-term and other short-term obligations: (in thousands) September 30, 2022 June 30, 2022 Note to a bank with interest at LIBOR ( 1.76 %) at September 30, 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. $ 75,726 $ 76,792 Capital expenditures borrowings payable at LIBOR ( 0.50 %) at September 30, 2022 and June 30, 2022 plus 1.75 %, payable in quarterly installments of $ 1,077 at September 30, 2022 and June 30, 2022 with draw expiring July, 2026. 39,699 40,776 Note to a bank with interest fixed at 3.6 %, payable in monthly installments of $ 60 principal with applicable interest; matures in April 2023 . 418 593 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with March 2024 . 1,071 1,246 Delayed Draw Term Loan ("DDTL") with interest at LIBOR ( 2.32 %) at September 2022 plus 1.75 %, payable in quarterly installments of $ 1,260 starting March 2022. Matures in July 2024 . 64,622 65,882 181,536 185,289 Less current maturities ( 14,738 ) ( 14,909 ) Less unamortized deferred financing costs ( 1,221 ) ( 1,285 ) $ 165,577 $ 169,095 Maturities of Long-Term and Other Short-Term Borrowings As of September 30, 2022, maturities of long-term and other short-term borrowings for succeeding years are as follows: Remaining 2023 $ 11,156 2024 14,152 2025 64,372 2026 8,571 2027 83,285 $ 181,536 Line of Credit The Company has a $ 480.0 million amended and restated loan and security agreement 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 $ 55.0 million. Upon consummation of the merger transaction, the requirements of the delayed draw term loan were met. The effective interest rate under the revolving facility w as 2.6 % and 4.0 % as of September 30, 2022 and 2021, respectively. The Company had $ 22.4 million and $ 22.0 million available under the line of credit as of September 30, 2022 and June 30, 2022, respectively. On November 8, 2022, we amended the amended and restated loan and security agreement to to revise a definition used in a financial covenant under the agreement for the debt covenant calculation as of September 30, 2022 and subsequent periods. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Sep. 30, 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: September 30, 2022 June 30, 2022 Warrants 25,646,453 25,818,247 Earnout shares 5,726,864 5,726,864 Total 31,373,317 31,545,111 Warrants At September 30, 2022, there were 25,646,453 warrants outstanding to purchase shares of the Company's common stock at a price of $ 11.50 per whole share. The 25,646,453 warrants are made up of 18,000,000 Public Warrants (the "Public Warrants") and 8,000,000 Private Warrants (the "Private Warrants") less the 353,547 warrants that have been repurchased as part of our share repurchase plan. The Public Warrants are exercisable commencing on August 11, 2021 and expire five years after the commencement date. The Company may accelerate the expiry date by providing 30 days ’ prior written notice, if and only if, the closing price of the Company’s common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period. The public warrant holder’s right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of acceleration of the expiry date. At September 30, 2022, there were 8,000,000 purchased warrants at a price of $ 1.00 per Private Warrant, with each Private Warrant exercisable commencing on August 11, 2021 for one common share at an exercise price of $ 11.50 , subject to anti-dilution adjustments. The private warrants expire five years after the commencement date. 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 September 30, 2022. 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 stock-based compensation expense by award type: Three Months Ended (in thousands) September 30, 2022 September 30, 2021 Stock option awards $ 1,686 $ - Restricted stock units 2,936 - Total stock-based compensation $ 4,622 $ - 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. Stock option awards vest in four equal installments of 25 %, with the first installment vesting 18 months after the vesting commencement date with respect to an additional 25 % of the total stock-based award on each of the 2nd, 3rd and 4th anniversaries of the vesting commencement date, providing in each case the employee remains in continuous employment or service with the Company or an Affiliate. Compensation expense is recognized ratably over the requisite service period. The following table presents a summary of stock option activity under the 2021 Plan: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2022 3,503,527 $ 10.50 3.22 $ - Granted - - - - Exercised - - - - Forfeited or cancelled ( 1,250 ) 10.50 - - Outstanding at September 30, 2022 3,502,277 $ 10.50 2.99 - Total unrecognized compensation expense related to the stock options was $ 6.4 million, which is expected to be recognized over a weighted-average period of 3.0 years. No stock options were vested and exercisable as of September 30, 2022. 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, 2022 1,902,068 $ 8.14 Granted - - Issued - - Forfeited or cancelled - - Outstanding at September 30, 2022 1,902,068 $ 8.14 Total unrecognized compensation expense related to the restricted stock units was $ 7.3 million, which is expected to be recognized over a weighted-average period of 2.6 years. No restricted stock units vested as of September 30, 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 and/or warrants repurchased under our repurchase plan are recorded based upon the settlement date of the applicable trade. Such repurchased shares are presented using the cost method. During the quarter ended September 30, 2022, the Company repurchased 171,994 warrants at an average price of $ 1.00 per warrant. The total cost of the shares and/or warrants repurchased was $ 0.2 million. The table below summarizes the changes in repurchases of common stock and warrants: (in thousands) September 30, 2022 Balance at June 30, 2022 3,053,447 Repurchases of common stock - Repurchases of warrants 171,994 Balance at September 30, 2022 3,225,441 The Stock and Warrant Repurchase Plan expired on September 9, 2022. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Inco me Taxes The increase in our effective tax rate for the three months ended September 30, 2022 was primarily due to changes in pre-tax income and permanent items, which primarily consist of non-deductible officer compensation expense, as compared to the three months ended September 30, 2021. For the three months ended September 30, 2022, our effective tax rate differs from the federal statutory rate of 21 % primarily due to permanent items, which primarily relate to non-deductible officer compensation, and state taxes. For the three months ended September 30, 2021, our effective tax rate differs from the federal statutory rate of 21 % 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 changes 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 | 3 Months Ended |
Sep. 30, 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. 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 2023 $ 40,524 2024 20,706 2025 18,158 $ 79,388 Grape and bulk wine purchases under contracts totaled $ 15.8 million and $ 10.3 million for the three months ended September 30, 2022 and 2021, respectively. The Company expects to fulfill all of these purchase commitments. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions 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 $ 125.0 thousand and $ 71.0 thousand for the three months ended September 30, 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 September 30, 2022 and 2021, payments related to sponsorship and marketing services totaled $ 87.0 thousand and $ 75.0 thousand, respectively. Financial Advisory Agreement In April 2022, the Company entered into an arrangement with Global Leisure Partners LLC ("GLP") to act as a financial advisor to the Company in connection with its exploration of acquisitions, mergers, investments and other strategic matters. A director of the Company having the authority to establish policies and make decisions is an executive of GLP. 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 . During the three months ended September 30, 2022 and 2021, payments in respect of capital markets and mergers and acquisitions matters totaled $ 50.5 thousand and zero , respectively. |
Segments
Segments | 3 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segments | 15. Seg ments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the 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, spirits and cider to wholesale distributors under purchase orders. Wholesale operations generate revenue from product sold to distributors, who then sell them off to off-premise retail locations such as grocery stores, wine clubs, specialty and multi-national retail chains, as well as on-premise locations such as restaurants and bars. Direct-to-Consumer Segment — We sell our wine and other merchandise directly to consumers through wine club memberships, at wineries’ tasting rooms, at Sommelier wine tasting events, and through the Internet. Winery estates hold various public and private events for customers and our wine club members. The certified Sommeliers provide guided tasting experiences customized for each audience through virtual and in-person events globally. Business-to-Business Segment — Our Business-to-Business sales channel generates revenue primarily from the sale of private label wines and spirits, and custom winemaking services. Annually, we work with our national retail partners to develop private label wines incremental to their wholesale channel businesses. 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 specifically allocated 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 September 30, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 23,381 $ 20,497 $ 34,084 $ ( 100 ) $ 77,862 Income (loss) from operations $ 1,828 $ 2,355 $ 12,761 $ ( 21,869 ) $ ( 4,925 ) Three Months Ended September 30, 2021 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 16,203 $ 14,915 $ 24,467 $ 102 $ 55,687 Income (loss) from operations $ 4,188 $ 2,539 $ 7,514 $ ( 8,098 ) $ 6,143 There was no inter-segment activity for any of the given reporting periods presented. Depreciation expense recognized by operating segment is summarized below: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total For the periods ended September 30: 2022 $ 38 $ 291 $ ( 477 ) $ 455 $ 307 2021 $ - 300 $ - $ - $ 300 Amortization expense recognized by operating segment is summarized below: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total For the periods ended September 30: 2022 $ 596 $ 745 $ 364 $ - $ 1,705 2021 $ - 500 $ - $ - 500 Excluding the property, plant, and equipment specific to assets located at our tasting facilities, and the customer Sommelier relationships and intangible assets specific to the Sommelier acquisition, given the nature of our business, revenue generating assets are utilized across segments, therefore, discrete financial information related to segment assets and other balance sheet data is not available and the information continues to be aggregated. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 16. 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 September 30, (in thousands, except for per share amounts) 2022 2021 Net income $ 634 $ 2,779 Less: income (loss) allocable to noncontrolling interest ( 343 ) 25 Net income allocable to common shareholders $ 977 $ 2,804 Numerator – Basic EPS Net income allocable to common shareholders $ 977 $ 2,804 Net income allocated to common shareholders $ 977 $ 2,804 Numerator – Diluted EPS Net income allocated to common shareholders $ 977 $ 2,804 Net income allocated to common shareholders $ 977 $ 2,804 Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 58,819,160 60,461,611 Denominator – Diluted Common Shares Weighted average common shares - Diluted 58,819,160 60,461,611 Net income per share – basic: Common Shares $ 0.02 $ 0.05 Net income per share – diluted: Common Shares $ 0.02 $ 0.05 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 September 30, 2022 2021 Shares subject to warrants to purchase common stock 25,646,453 26,000,000 Shares subject to options to purchase common stock 3,502,277 - Total 29,148,730 26,000,000 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 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 September 30, 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 2023 and 2022 in these condensed consolidated financial statements are to the fiscal years ending or ended June 30, 2023 and June 30, 2022, 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 ongoing COVID-19 pandemic ("COVID-19"), inflation and supply chain constraints continue to disrupt the U.S. and global economies and there remains uncertainty about the impact on the economy. We cannot estimate with any certainty the length or severity of the economic uncertainties or the related financial consequences on our business and operations, including whether and when historic economic and operating conditions will resume or the extent to which the disruption may impact our business, financial position, results of operations or cash flows. We expect the economic uncertainties to have a minimal impact on sales revenues 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 2023 interim period are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2023 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, 2022, filed with the SEC on September 13, 2022. The June 30, 2022 condensed consolidated balance sheet was derived from the audited consolidated financial statements as of that date. |
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, accounting for income taxes and net assets held for sale. 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 $ 1.8 million of restricted cash from restricted cash to cash and cash equivalents and reclassified $ 0.7 million of amortization expense from selling, general and administrative expenses. |
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) September 30, 2022 June 30, 2022 Cash and cash equivalents $ 44,622 $ 45,492 Restricted cash - 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 44,622 $ 50,292 In connection with the amended and restated loan and security agreement (see Note 10), the Company entered into a Deposit Control Agreement which required $ 4.8 million of the total cash received to be placed into a restricted cash collateral account, subject to release upon the completion of certain construction work and certificates of occupancy associated with the Ray's Station production facility. In July 2022, the Deposit Control Agreement was terminated upon certification that the conditions to Ray's Station's were satisfied. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses The Company adopted Accounting Standards Update ("ASU") ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): and its related amendments as of July 1, 2022, see “Recently Adopted Accounting Pronouncements” below. Accounts receivable are recorded at the invoiced amount. We consider an account past due on the first day following its due date. We monitor past due accounts periodically and establish appropriate reserves to cover expected losses, and consider historical experience, the current economic environment, customer credit ratings or bankruptcies and reasonable and supportable forecasts to develop our allowance for expected credit losses. We review these factors quarterly to determine if any adjustments are needed to the allowance. Account balances are written-off against the established allowance when we feel it is probable the receivable will not be recovered. The provision for doubtful accounts for the periods ended September 30, 2022 and June 30, 2022, was $ 400.0 thousand and $ 120.0 thousand, respectively. We do not accrue interest on past-due amounts. Bad debt expense was insignificant for all reporting periods presented. Other receivables include insurance related receivables, income tax receivable and other miscellaneous receivables. |
Disaggregation Of Revenue | Disaggregation of Revenue The following table summarizes revenue by geographic region: Three Months Ended September 30, (in thousands) 2022 2021 Geographic regions: United States $ 77,325 $ 54,150 International 537 1,537 Total net revenue $ 77,862 $ 55,687 The following table provides a disaggregation of revenue based on the pattern of revenue recognition: Three Months Ended September 30, (in thousands) 2022 2021 Point in time $ 66,213 $ 46,822 Over a period of time 11,649 8,865 Total net revenue $ 77,862 $ 55,687 |
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 September 30, 2022 and June 30, 2022, we had $ 45.2 million and $ 49.0 million respectively, in major financial institutions 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 of: Three Months Ended September 30, 2022 2021 Revenue as a percent of total revenue Customer A 18.9 % 25.5 % Customer B * 12.6 % The following table summarizes customer concentration of: September 30, 2022 June 30, 2022 Receivables as a percent of total receivables Customer A 29.4 % 26.0 % Customer B * * * 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 and Customer B are included within the Business-to-Business 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. |
Leases | Leases The Company adopted ASU 2016-02, Leases ("Topic 842") and its related amendments as of July 1, 2022, see “Recently Adopted Accounting Pronouncements” below. The Company has both operating leases and finance leases. The Company’s non-cancelable leases for winery facilities, vineyards, corporate and administrative offices, tasting rooms, and some equipment are classified as operating leases. The Company’s non-cancelable leases for certain equipment that include a bargain purchase option at the end of the lease term are classified as finance leases. The Company recognizes a right of use (“ROU”) asset representing its right to use the underlying asset for the lease term on the condensed consolidated balance sheet and related lease liabilities representing its obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The ROU asset also includes adjustments for lease incentives receivable, deferred rent and prepaid rent when applicable. The Company’s lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. The Company has made an accounting policy election not to recognize ROU assets and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less. However, the Company will recognize these lease payments in the condensed consolidated statements of operations and comprehensive income/(loss) on a straight-line basis over the lease term and variable lease payments in the period in which the obligation is incurred. Lease expense for operating leases is recognized on a straight-line basis over the lease term. For finance leases, the right-of-use asset is amortized to amortization expense and interest expense is recorded in connection with the lease liability. Payments under lease arrangements are primarily fixed, however, most lease agreements also contain some variable payments. Variable lease payments other than those that depend on an index or a rate are expensed as incurred and not included in the operating lease ROU assets and lease liabilities. These amounts primarily include payments for taxes, parking and common area expenses. See Note 9. |
Assets Held for Sale | Assets Held for Sale The Company classifies an asset group (‘asset’) as held for sale in the period that (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year (subject to certain events or circumstances), (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially and subsequently measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in selling, general and administrative expenses in the period in which the held for sale criteria are met. Conversely, gains are generally not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation or amortization expense on the asset. The Company assesses the fair value of assets held for sale less any costs to sell at each reporting period until the asset is no longer classified as held for sale. |
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. |
Earnings Per Share | Earnings Per Share 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, 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 Company does not pay dividends or have participating shares outstanding. |
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 February 2016, the FASB issued 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 the lease is effectively a financed purchase by the lessee. This classification determines 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 its classification. Leases with a term of 12 months or less are accounted for in the Company's consolidated statements of operations. The Company adopted Topic 842 effective July 1, 2022 using the modified retrospective approach, whereby we recognized a transition adjustment at the effective date of Topic 842, rather than at the beginning of the earliest comparative period presented. Prior period information was not restated. In addition, the Company applied the package of transition practical expedients, which allows the Company to carryforward its population of existing leases, the classification of each lease and the treatment of initial direct costs as of the period of adoption. The Company did not elect the practical expedient related to hindsight analysis which allows a lessee to use hindsight in determining the lease term and in assessing impairment of the entity’s ROU assets. The Company identified the population of real estate and equipment leases to which the guidance applies and implemented changes in its systems, procedures and controls relating to how lease information is obtained, processed and analyzed. Upon adoption, the Company recognized $ 37.6 million in ROU assets that represent the Company's right to use the underlying assets for the lease term and $ 39.2 million in lease obligations that represent the Company's obligation to make lease payments arising from the lease. The ROU assets recognized upon adoption of Topic 842, included the reclassification of approximately $ 2.1 million of deferred rent and $ 0.4 million of prepaid rent. See Note 9. 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 Company adopted ASU No. 2016-13, as amended effective July 1, 2022. We consider historical experience, the current economic environment, customer credit ratings or bankruptcies, and reasonable and supportable forecasts to develop our allowance for credit losses. We review these factors quarterly to determine if any adjustments are needed to the allowance. This guidance did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Pronouncements The recently issued accounting pronouncements did not have an impact on the Company. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Sep. 30, 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) September 30, 2022 June 30, 2022 Cash and cash equivalents $ 44,622 $ 45,492 Restricted cash - 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 44,622 $ 50,292 |
Summary of Revenue by Segment and Region | The following table summarizes revenue by geographic region: Three Months Ended September 30, (in thousands) 2022 2021 Geographic regions: United States $ 77,325 $ 54,150 International 537 1,537 Total net revenue $ 77,862 $ 55,687 |
Summary of Disaggregation of Revenue | The following table provides a disaggregation of revenue based on the pattern of revenue recognition: Three Months Ended September 30, (in thousands) 2022 2021 Point in time $ 66,213 $ 46,822 Over a period of time 11,649 8,865 Total net revenue $ 77,862 $ 55,687 |
Schedules of Customer Concentration Risk | The following table summarizes customer concentration of: Three Months Ended September 30, 2022 2021 Revenue as a percent of total revenue Customer A 18.9 % 25.5 % Customer B * 12.6 % The following table summarizes customer concentration of: September 30, 2022 June 30, 2022 Receivables as a percent of total receivables Customer A 29.4 % 26.0 % Customer B * * * Customer revenue or receivables did not exceed 10% in the respective periods. |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
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 Total identifiable assets acquired 7,523 Goodwill $ 9,477 |
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 ( 6,554 ) Total identifiable assets acquired 19,901 Goodwill $ 27,539 |
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 12,859 Inventory 4,280 Other assets 356 Trademarks 700 Customer relationships 6,400 Accounts payable and accrued expenses ( 2,682 ) Deferred tax liability ( 6,033 ) Total identifiable assets acquired 19,549 Goodwill $ 8,247 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following: (in thousands) September 30, 2022 June 30, 2022 Bulk wine, spirits and cider $ 94,924 $ 89,038 Bottled wine, spirits and cider 87,393 85,905 Bottling and packaging supplies 18,367 16,328 Nonwine inventory 1,256 831 Total inventories $ 201,940 $ 192,102 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Schedule of Carrying Amounts of Assets Held for Sale | The carrying amounts of assets held for sale consists of the following: (in thousands) September 30, 2022 Laetitia vineyards land held for sale $ 5,890 Tamarack Cellars property, plant and equipment held for sale 2,767 Less accumulated depreciation and amortization ( 2,104 ) Total assets held for sale $ 6,553 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consists of the following: (in thousands) September 30, 2022 June 30, 2022 Buildings and improvements $ 140,975 $ 141,324 Land 30,325 36,215 Machinery and equipment 77,935 76,916 Cooperage 9,289 13,015 Vineyards 21,204 21,177 Furniture and fixtures 1,796 1,754 281,524 290,401 Less accumulated depreciation and amortization ( 71,637 ) ( 71,697 ) 209,887 218,704 Construction in progress 18,317 17,396 $ 228,204 $ 236,100 |
Goodwill and Intangibles Asse_2
Goodwill and Intangibles Assets (Tables) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Components of Finite-Lived Intangible Assets, Accumulated Amortization, and Indefinite-Lived Assets | The following tables summarize other intangible assets by class: September 30, 2022 (in thousands) Gross Accumulated Net Intangible Weighted Average Remaining Amortization Period (in years) Indefinite-life intangibles Trade names and trademarks $ 30,203 $ - $ 30,203 N/A Winery use permits 6,750 - 6,750 N/A Total Indefinite-life intangibles 36,953 - 36,953 Definite-life intangibles Customer and Sommelier relationships 30,700 ( 6,524 ) 24,176 4.2 Trade names and trademarks 1,900 ( 357 ) 1,543 3.2 Total definite-life intangibles 32,600 ( 6,881 ) 25,719 Total other intangible assets $ 69,553 $ ( 6,881 ) $ 62,672 June 30, 2022 (in thousands) Gross Accumulated Net Intangible Weighted Average Remaining Amortization Period (in years) Indefinite-life intangibles Trade names and trademarks $ 30,203 $ - $ 30,203 N/A Winery use permits 6,750 - 6,750 N/A Total Indefinite-life intangibles 36,953 - 36,953 Definite-life intangibles Customer and Sommelier relationships 30,700 ( 4,922 ) 25,778 4.4 Trade names and trademarks 1,900 ( 254 ) 1,646 3.5 Total definite-life intangibles 32,600 ( 5,176 ) 27,424 Total other intangible assets $ 69,553 $ ( 5,176 ) $ 64,377 | |
Estimated Future Amortization Expense for Finite-Lived Intangible Assets | As of September 30, 2022, estimated future amortization expense for definite-lived assets is as follows: (in thousands) 2023 remaining $ 5,116 2024 6,811 2025 5,291 2026 4,527 Thereafter 3,974 Total estimated amortization expense $ 25,719 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule Of Accrued Liabilities | The major classes of accrued liabilities are summarized as follows: (in thousands) September 30, 2022 June 30, 2022 Accrued purchases $ 13,573 $ 7,478 Accrued employee compensation 4,551 5,886 Other accrued expenses 5,265 7,115 Non related party accrued interest expense 517 429 Contingent consideration 2,605 2,204 Unearned Income ( 60 ) ( 949 ) Captive insurance liabilities 1,416 2,041 Total Accrued liabilities and other payables $ 27,867 $ 24,204 |
Long-Term and Other Short-Ter_2
Long-Term and Other Short-Term Borrowings (Tables) | 3 Months Ended |
Sep. 30, 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) September 30, 2022 June 30, 2022 Note to a bank with interest at LIBOR ( 1.76 %) at September 30, 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. $ 75,726 $ 76,792 Capital expenditures borrowings payable at LIBOR ( 0.50 %) at September 30, 2022 and June 30, 2022 plus 1.75 %, payable in quarterly installments of $ 1,077 at September 30, 2022 and June 30, 2022 with draw expiring July, 2026. 39,699 40,776 Note to a bank with interest fixed at 3.6 %, payable in monthly installments of $ 60 principal with applicable interest; matures in April 2023 . 418 593 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with March 2024 . 1,071 1,246 Delayed Draw Term Loan ("DDTL") with interest at LIBOR ( 2.32 %) at September 2022 plus 1.75 %, payable in quarterly installments of $ 1,260 starting March 2022. Matures in July 2024 . 64,622 65,882 181,536 185,289 Less current maturities ( 14,738 ) ( 14,909 ) Less unamortized deferred financing costs ( 1,221 ) ( 1,285 ) $ 165,577 $ 169,095 |
Schedule of Maturities of Long-term and Other Short-term Borrowings | As of September 30, 2022, maturities of long-term and other short-term borrowings for succeeding years are as follows: Remaining 2023 $ 11,156 2024 14,152 2025 64,372 2026 8,571 2027 83,285 $ 181,536 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Sep. 30, 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: September 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 36,738 $ - $ - $ 36,738 Interest rate swaps (2) 18,381 18,381 Total $ 36,738 $ 18,381 $ - $ 55,119 Liabilities: Contingent consideration liabilities (1) $ - $ - $ 8,476 $ 8,476 Total $ - $ - $ 8,476 $ 8,476 June 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 36,616 $ - $ - $ 36,616 Interest rate swaps (2) $ 9,157 $ 9,157 Total $ 36,616 $ 9,157 $ - $ 45,773 Liabilities: Contingent consideration liabilities (1) $ - $ - $ 8,515 $ 8,515 Total $ - $ - $ 8,515 $ 8,515 |
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, 2022 $ 8,515 Acquisitions - Payments ( 39 ) Change in fair value - Balance at September 30, 2022 8,476 Less: current portion ( 2,605 ) Long term portion $ 5,871 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The following table summarizes the components of lease expense: Three Months Ended (in thousands) September 30, 2022 Operating lease expense $ 1,808 Finance lease expense Amortization of right-of-use assets 70 Interest on lease liabilities 9 Total finance lease expense 79 Variable lease expense 157 Short-term lease expense 35 Total lease expense $ 2,079 |
Schedule of Supplemental Balance Sheet Related to Leases | The following table summarizes supplemental balance sheet related to leases: (in thousands) September 30, 2022 Operating Leases Operating lease right-of-use assets $ 35,509 Current portion of operating lease liabilities 5,197 Long-term operating lease liabilities 31,637 Total operating lease liabilities 36,834 Finance Leases Finance lease right-of-use assets 689 Current portion of finance lease liabilities 263 Long-term finance lease liabilities 429 Total finance lease liabilities $ 692 |
Schedule of Weighted Average Remaining Lease Term and Discount Rate | The following table summarizes the weighted-average remaining lease term and discount rate: Weighted-average remaining lease term (in years) Operating leases 6.7 Finance leases 2.8 Weighted-average discount rate Operating leases 5.0 % Finance leases 5.0 % |
Schedule of Future Minimum Lease Payments | The minimum annual payments under our lease agreements as of September 30, 2022 are as follows: (in thousands) Operating Leases Finance Leases Remaining fiscal 2023 $ 4,795 $ 219 2024 6,849 285 2025 6,529 157 2026 6,521 79 2027 6,195 - 2028 and thereafter 12,479 - Total lease payments 43,368 740 Less imputed interest ( 6,534 ) ( 48 ) Present value of lease liabilities 36,834 692 Current portion of lease liabilities ( 5,197 ) ( 263 ) Total long term lease liabilities $ 31,637 $ 429 * Table excludes obligations for leases with original terms of 12 months or less which have not been recognized as ROU assets or liabilities in our condensed consolidated balance sheets. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Sep. 30, 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: September 30, 2022 June 30, 2022 Warrants 25,646,453 25,818,247 Earnout shares 5,726,864 5,726,864 Total 31,373,317 31,545,111 |
Schedule of Share-Based Compensation Expense | The following table provides total stock-based compensation expense by award type: Three Months Ended (in thousands) September 30, 2022 September 30, 2021 Stock option awards $ 1,686 $ - Restricted stock units 2,936 - Total stock-based compensation $ 4,622 $ - |
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 Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2022 3,503,527 $ 10.50 3.22 $ - Granted - - - - Exercised - - - - Forfeited or cancelled ( 1,250 ) 10.50 - - Outstanding at September 30, 2022 3,502,277 $ 10.50 2.99 - |
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, 2022 1,902,068 $ 8.14 Granted - - Issued - - Forfeited or cancelled - - Outstanding at September 30, 2022 1,902,068 $ 8.14 |
Summary of Changes in Repurchases of Common Stock and Warrants | The table below summarizes the changes in repurchases of common stock and warrants: (in thousands) September 30, 2022 Balance at June 30, 2022 3,053,447 Repurchases of common stock - Repurchases of warrants 171,994 Balance at September 30, 2022 3,225,441 |
Commitments and Contingencies -
Commitments and Contingencies - (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | The minimum annual payments under our lease agreements as of September 30, 2022 are as follows: (in thousands) Operating Leases Finance Leases Remaining fiscal 2023 $ 4,795 $ 219 2024 6,849 285 2025 6,529 157 2026 6,521 79 2027 6,195 - 2028 and thereafter 12,479 - Total lease payments 43,368 740 Less imputed interest ( 6,534 ) ( 48 ) Present value of lease liabilities 36,834 692 Current portion of lease liabilities ( 5,197 ) ( 263 ) Total long term lease liabilities $ 31,637 $ 429 * Table excludes obligations for leases with original terms of 12 months or less which have not been recognized as ROU assets or liabilities in our condensed consolidated balance sheets. |
Schedule of Purchase Commitments | Estimated future minimum grape and bulk wine purchase commitments are as follows: (in thousands) Total Remaining 2023 $ 40,524 2024 20,706 2025 18,158 $ 79,388 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Future Minimum Lease Payments | The minimum annual payments under our lease agreements as of September 30, 2022 are as follows: (in thousands) Operating Leases Finance Leases Remaining fiscal 2023 $ 4,795 $ 219 2024 6,849 285 2025 6,529 157 2026 6,521 79 2027 6,195 - 2028 and thereafter 12,479 - Total lease payments 43,368 740 Less imputed interest ( 6,534 ) ( 48 ) Present value of lease liabilities 36,834 692 Current portion of lease liabilities ( 5,197 ) ( 263 ) Total long term lease liabilities $ 31,637 $ 429 * Table excludes obligations for leases with original terms of 12 months or less which have not been recognized as ROU assets or liabilities in our condensed consolidated balance sheets. |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Sep. 30, 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 September 30, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 23,381 $ 20,497 $ 34,084 $ ( 100 ) $ 77,862 Income (loss) from operations $ 1,828 $ 2,355 $ 12,761 $ ( 21,869 ) $ ( 4,925 ) Three Months Ended September 30, 2021 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 16,203 $ 14,915 $ 24,467 $ 102 $ 55,687 Income (loss) from operations $ 4,188 $ 2,539 $ 7,514 $ ( 8,098 ) $ 6,143 |
Summary of Depreciation Expense Recognized by Operating Segment | Depreciation expense recognized by operating segment is summarized below: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total For the periods ended September 30: 2022 $ 38 $ 291 $ ( 477 ) $ 455 $ 307 2021 $ - 300 $ - $ - $ 300 |
Summary of Amortization Expense Recognized by Operating Segment | Amortization expense recognized by operating segment is summarized below: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total For the periods ended September 30: 2022 $ 596 $ 745 $ 364 $ - $ 1,705 2021 $ - 500 $ - $ - 500 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Sep. 30, 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 September 30, (in thousands, except for per share amounts) 2022 2021 Net income $ 634 $ 2,779 Less: income (loss) allocable to noncontrolling interest ( 343 ) 25 Net income allocable to common shareholders $ 977 $ 2,804 Numerator – Basic EPS Net income allocable to common shareholders $ 977 $ 2,804 Net income allocated to common shareholders $ 977 $ 2,804 Numerator – Diluted EPS Net income allocated to common shareholders $ 977 $ 2,804 Net income allocated to common shareholders $ 977 $ 2,804 Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 58,819,160 60,461,611 Denominator – Diluted Common Shares Weighted average common shares - Diluted 58,819,160 60,461,611 Net income per share – basic: Common Shares $ 0.02 $ 0.05 Net income per share – diluted: Common Shares $ 0.02 $ 0.05 |
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 September 30, 2022 2021 Shares subject to warrants to purchase common stock 25,646,453 26,000,000 Shares subject to options to purchase common stock 3,502,277 - Total 29,148,730 26,000,000 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Additional information (Details) | 3 Months Ended | ||
Sep. 30, 2022 USD ($) Segment | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | |
Subsidiary Sale Of Stock [Line Items] | |||
Restricted Cash | $ 0 | $ 1,800,000 | $ 4,800,000 |
Amortization expense | 1,978,000 | $ 750,000 | |
Cash deposited FDIC insurance limits | 45,200,000 | 49,000,000 | |
Provision of doubtful accounts | $ 400,000 | $ 120,000 | |
Number of reporting segments | Segment | 3 | ||
ROU assets Deferred rent reclassification | $ 2,100,000 | ||
ROU assets Prepaid rent reclassification | 400,000 | ||
Operating Lease Payments | 39,200,000 | ||
Right Of Use Assets Recognized | 37,600,000 | ||
Loan And Security Agreement [Member] | |||
Subsidiary Sale Of Stock [Line Items] | |||
Cash collateral for borrowed securities | $ 4,800,000 |
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 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 44,622 | $ 45,492 | ||
Restricted Cash | 0 | 4,800 | $ 1,800 | |
Total cash, cash equivalents and restricted cash as shown in the statement of cash flows | $ 44,622 | $ 50,292 | $ 123,075 | $ 123,679 |
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 | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 77,862 | $ 55,687 |
United States | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 77,325 | 54,150 |
International | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 537 | $ 1,537 |
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 | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 77,862 | $ 55,687 |
Point in Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 66,213 | 46,822 |
Over a period of Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 11,649 | $ 8,865 |
Basis of Presentation and Sig_8
Basis of Presentation and Significant Accounting Policies - Schedules of Customer Concentration Risk (Details) - Customer Concentration | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Customer A | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 18.90% | 25.50% | |
Customer A | Receivables | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 29.40% | 26% | |
Customer B | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12.60% |
Business Combinations - Schedul
Business Combinations - 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 | Sep. 30, 2022 | Jun. 30, 2022 |
Business Acquisition [Line Items] | |||||
Cash | $ 14,000 | ||||
Goodwill | $ 154,951 | $ 154,951 | |||
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 | ||||
Total identifiable assets acquired | 7,523 | ||||
Goodwill | $ 9,477 | ||||
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 | (6,554) | ||||
Total identifiable assets acquired | 19,901 | ||||
Goodwill | $ 27,539 | ||||
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 | 12,859 | ||||
Inventory | 4,280 | ||||
Other assets | 356 | ||||
Trademarks | 700 | ||||
Customer relationships | 6,400 | ||||
Accounts payable and accrued expenses | (2,682) | ||||
Deferred tax liability | (6,033) | ||||
Total identifiable assets acquired | 19,549 | ||||
Goodwill | $ 8,247 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands | Feb. 14, 2022 USD ($) | Jan. 18, 2022 USD ($) Rate shares | Nov. 16, 2021 USD ($) Rate | Oct. 04, 2021 USD ($) Rate | Sep. 30, 2022 USD ($) Rate shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2021 Rate |
Business Acquisition [Line Items] | |||||||
Purchase consideration | $ 400 | $ 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 | ||||||
Key assumption rate | Rate | 1.8 | ||||||
ACE Cider | |||||||
Business Acquisition [Line Items] | |||||||
Effective date of acquisition | Nov. 16, 2021 | ||||||
Percentage of ownership interest acquired | 100% | ||||||
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"). | ||||||
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 | 2.75 | ||||||
Measurement Input Royalty Rate Member | Vinesse, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of ownership interest acquired | 100% | ||||||
Measurement Input Royalty Rate Member | Meier's Wine Cellars, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of ownership interest acquired | 100% | ||||||
Key assumption rate | Rate | 1.1 | ||||||
Measurement Input Discount Rate Member | |||||||
Business Acquisition [Line Items] | |||||||
Key assumption rate | Rate | 13 | ||||||
Measurement Input Discount Rate Member | ACE Cider | |||||||
Business Acquisition [Line Items] | |||||||
Key assumption rate | Rate | 12.5 | ||||||
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 | 27 | 28 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Inventory [Line Items] | ||
Inventories | $ 201,940 | $ 192,102 |
Bulk Wine Spirits and Cider | ||
Inventory [Line Items] | ||
Inventories | 94,924 | 89,038 |
Bottled Wine, Spirits and Cider | ||
Inventory [Line Items] | ||
Inventories | 87,393 | 85,905 |
Bottling and Packaging Supplies | ||
Inventory [Line Items] | ||
Inventories | 18,367 | 16,328 |
Nonwine Inventory | ||
Inventory [Line Items] | ||
Inventories | $ 1,256 | $ 831 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Inventory [Line Items] | |||
Impairment of inventory | $ 0 | $ 0 | |
Bulk Wine Spirits and Cider | |||
Inventory [Line Items] | |||
Inventory valuation reserves | 0 | $ 5.1 | |
Bottled Wine, Spirits and Cider | |||
Inventory [Line Items] | |||
Inventory valuation reserves | 1.5 | 1.8 | |
Bottling and Packaging Supplies | |||
Inventory [Line Items] | |||
Inventory valuation reserves | $ 0.4 | $ 0.4 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Carrying Amounts of Assets Held For Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation and amortization | $ (2,104) | |
Total assets held for sale | 6,553 | $ 0 |
Property, plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Tamarack Cellars property, plant and equipment held for sale, at carrying value | 2,767 | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Laetitia vineyards land held for sale, at carrying value | $ 5,890 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | ||
Assets held for sale | $ 6,553 | $ 0 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 281,524 | $ 290,401 |
Less accumulated depreciation and amortization | (71,637) | (71,697) |
Property, Plant and Equipment, Net Before Construction and Development In Progress | 209,887 | 218,704 |
Construction in progress | 18,317 | 17,396 |
Property, Plant and Equipment, Net | 228,204 | 236,100 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 140,975 | 141,324 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 30,325 | 36,215 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 77,935 | 76,916 |
Cooperage | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 9,289 | 13,015 |
Vineyards | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 21,204 | 21,177 |
Furniture and equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,796 | $ 1,754 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 3.2 | $ 3.5 |
Goodwill and Intangible assets
Goodwill and Intangible assets - Schedule of Components of Finite-Lived Intangible Assets, Accumulated Amortization, and Indefinite-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total indefinite-life intangibles, Amount | $ 36,953 | $ 36,953 |
Total definite-life intangibles, Gross Carrying Amount | 32,600 | 32,600 |
Total definite-life intangibles, Accumulated Amortization | (6,881) | (5,176) |
Total definite-life intangibles, Net Carrying Amount | 25,719 | 27,424 |
Total other intangibles assets, Gross Carrying Amount | 69,553 | 69,553 |
Total other intangibles assets, Accumulated Amortization | (6,881) | (5,176) |
Total other intangibles assets, Net Carrying Amount | 62,672 | 64,377 |
Customer and Sommerlier Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total definite-life intangibles, Gross Carrying Amount | 30,700 | 30,700 |
Total definite-life intangibles, Accumulated Amortization | (6,524) | (4,922) |
Total definite-life intangibles, Net Carrying Amount | $ 24,176 | $ 25,778 |
Weighted Average Remaining Amortization Period (in years) | 4 years 2 months 12 days | 4 years 4 months 24 days |
Trade names and Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total indefinite-life intangibles, Amount | $ 30,203 | $ 30,203 |
Total definite-life intangibles, Gross Carrying Amount | 1,900 | 1,900 |
Total definite-life intangibles, Accumulated Amortization | (357) | (254) |
Total definite-life intangibles, Net Carrying Amount | $ 1,543 | $ 1,646 |
Weighted Average Remaining Amortization Period (in years) | 3 years 2 months 12 days | 3 years 6 months |
Winery Use Permits | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total indefinite-life intangibles, Amount | $ 6,750 | $ 6,750 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 154,951 | $ 154,951 | |
Trade impairments | $ 500 | ||
Amortization of intangible assets | $ 1,705 | $ 500 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense for Finite-Lived Intangible Assets (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2023 remaining | $ 5,116 |
2024 | 6,811 |
2025 | 5,291 |
2026 | 4,527 |
Thereafter | 3,974 |
Total estimated amortization expense | $ 25,719 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule Of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Payables and Accruals [Abstract] | ||
Accrued purchases | $ 13,573 | $ 7,478 |
Accrued employee compensation | 4,551 | 5,886 |
Other accrued expenses | 5,265 | 7,115 |
Non related party accrued interest expense | 517 | 429 |
Contingent consideration | 2,605 | 2,204 |
Unearned Income | (60) | (949) |
Captive insurance liabilities | 1,416 | 2,041 |
Total Accrued liabilities and other payables | $ 27,867 | $ 24,204 |
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 | Sep. 30, 2022 | Jun. 30, 2022 | |
Assets: | |||
Assets | $ 55,119 | $ 45,773 | |
Interest rate swaps | [1] | 18,381 | 9,157 |
Liabilities: | |||
Contingent consideration liabilities | [2] | 8,476 | 8,515 |
Liabilities | 8,476 | 8,515 | |
Fair Value, Inputs, Level 1 | |||
Assets: | |||
Assets | 36,738 | 36,616 | |
Liabilities: | |||
Contingent consideration liabilities | [2] | 0 | 0 |
Liabilities | 0 | 0 | |
Fair Value, Inputs, Level 2 | |||
Assets: | |||
Assets | 18,381 | 9,157 | |
Interest rate swaps | [1] | 18,381 | 9,157 |
Liabilities: | |||
Contingent consideration liabilities | [2] | 0 | 0 |
Liabilities | 0 | 0 | |
Fair Value, Inputs, Level 3 | |||
Assets: | |||
Assets | 0 | 0 | |
Liabilities: | |||
Contingent consideration liabilities | [2] | 8,476 | 8,515 |
Liabilities | 8,476 | 8,515 | |
Money Market Funds | |||
Assets: | |||
Assets | 36,738 | 36,616 | |
Money Market Funds | Fair Value, Inputs, Level 1 | |||
Assets: | |||
Assets | 36,738 | 36,616 | |
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] (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. (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. |
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 | 3 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Less: current portion | $ (2,605) | $ (2,204) |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Beginning Balance | 8,515 | |
Acquisitions | 0 | |
Payments | (39) | |
Change in fair value | 0 | |
Ending Balance | 8,476 | |
Less: current portion | (2,605) | |
Long term portion | $ 5,871 |
Leases - Additional Information
Leases - Additional Information (Details) | Sep. 30, 2022 |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 10 years |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 2 years |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Leases [Abstract] | |
Operating lease expense | $ 1,808 |
Amortization of right-of-use assets | 70 |
Interest on lease liabilities | 9 |
Total finance lease expense | 79 |
Variable lease expense | 157 |
Short-term lease expense | 35 |
Total lease expense | $ 2,079 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Related to Leases (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
Operating lease right-of-use assets | $ 35,509 |
Current portion of lease liabilities | 5,197 |
Long-term operating lease liabilities | 31,637 |
Operating Lease, Liability, Total | 36,834 |
Finance lease right-of-use-assets | 689 |
Current portion of finance lease liabilities | 263 |
Long-term finance lease liabilities | 429 |
Finance Lease, Liability, Total | $ 692 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details) | Sep. 30, 2022 |
Weighted Average Remaining Lease Term | |
Operating leases | 6 years 8 months 12 days |
Finance leases | 2 years 9 months 18 days |
Weighted Average Discount Rate | |
Operating leases | 5% |
Finance leases | 5% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
Remaining fiscal 2023 | $ 4,795 |
2024 | 6,849 |
2025 | 6,529 |
2026 | 6,521 |
2027 | 6,195 |
2028 and thereafter | 12,479 |
Total lease payments | 43,368 |
Less imputed interest | (6,534) |
Operating Lease, Liability, Total | 36,834 |
Current portion of lease liabilities | (5,197) |
Total long term lease liabilities | 31,637 |
Finance Lease, Liability, to be Paid [Abstract] | |
Remaining fiscal 2023 | 219 |
2024 | 285 |
2025 | 157 |
2026 | 79 |
2027 | 0 |
2028 and thereafter | 0 |
Total lease payments | 740 |
Less imputed interest | (48) |
Finance Lease, Liability, Total | 692 |
Current portion of lease liabilities | (263) |
Total long term lease liabilities | $ 429 |
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 | Sep. 30, 2022 | Jun. 30, 2022 |
Debt Instrument [Line Items] | ||
Long term debt | $ 181,536 | $ 185,289 |
Less current maturities | (14,738) | (14,909) |
Less unamortized deferred financing costs | (1,221) | (1,285) |
Long-term debt and lease obligation | 165,577 | 169,095 |
Base Rate | Borrowings | ||
Debt Instrument [Line Items] | ||
Long term debt | 39,699 | 40,776 |
Notes Payable to Bank | April 2023 | ||
Debt Instrument [Line Items] | ||
Long term debt | 418 | 593 |
Notes Payable to Bank | March 2024 | ||
Debt Instrument [Line Items] | ||
Long term debt | 1,071 | 1,246 |
Notes Payable to Bank | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Long term debt | 75,726 | 76,792 |
Notes Payable to Bank | London Interbank Offered Rate (LIBOR) | July 2024 | ||
Debt Instrument [Line Items] | ||
Long term debt | $ 64,622 | $ 65,882 |
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 | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | |
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% | ||||
Notes Payable to Bank | April 2023 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, periodic payment | $ 60 | ||||
Maturity period | 2023-04 | ||||
Fixed interest rate | 3.60% | 3.60% | 3.60% | ||
Notes Payable to Bank | March 2024 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, periodic payment | $ 61 | ||||
Maturity period | 2024-03 | ||||
Fixed interest rate | 2.75% | 2.75% | 2.75% | ||
Notes Payable to Bank | July 2024 | |||||
Debt Instrument [Line Items] | |||||
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%) |
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 | Sep. 30, 2022 | Jun. 30, 2022 |
Long-Term Debt, Unclassified [Abstract] | ||
Remaining 2023 | $ 11,156 | |
2024 | 14,152 | |
2025 | 64,372 | |
2026 | 8,571 | |
2027 | 83,285 | |
Long term debt | $ 181,536 | $ 185,289 |
Long-Term Debt and Other Shor_2
Long-Term Debt and Other Short-Term Borrowings - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||||
Common stock, shares issued | 61,691,054 | 60,461,611 | ||
Accounts Receivable And Inventory Revolving Facility | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 230 | |||
Capital Expenditure Facility | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 50 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, interest rate, effective percentage | 2.60% | 4% | ||
Available amount under line of credit | $ 22.4 | $ 22 | ||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | 100 | |||
Loan And Security Agreement | ||||
Debt Instrument [Line Items] | ||||
Cash collateral for borrowed securities | 4.8 | |||
Amended And Restated Loan And Security Agreement | Maximum | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | 480 | |||
Delay Draw Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | 100 | |||
Delay Draw Term Loan Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 55 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Reserved Shares Stock on Converted Basis (Details) - Common Stock - shares | Sep. 30, 2022 | Jun. 30, 2022 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Reserved shares of stock for issuance | 31,373,317 | 31,545,111 |
Warrants | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Reserved shares of stock for issuance | 25,646,453 | 25,818,247 |
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) $ in Thousands | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock-based compensation expense | $ 4,622 |
Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock-based compensation expense | 1,686 |
Restricted Stock Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock-based compensation expense | $ 2,936 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |||
Aug. 11, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 08, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Additional shares received of common stock | 5,726,864 | 5,726,864 | |||
Earn out shares, description | is at or above $15 (but below $20), 50% of the Earnout Shares will be issued; and | ||||
Fair value of earn out shares | $ 32.4 | ||||
Earnout shares issued | 0 | 0 | |||
Common stock repurchased, Held in treasury | 2,871,894 | 2,871,894 | 2,871,894 | ||
Stock Repurchase Program, Authorized Amount | $ 30 | ||||
Private Warrants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Warrants to purchase of common stock | 8,000,000 | 8,000,000 | |||
Exercise price per share of warrants outstanding | $ 1 | $ 1 | |||
Public Warrants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Warrants to purchase of common stock | 18,000,000 | 18,000,000 | |||
Exercise price per share of warrants outstanding | $ 11.50 | $ 11.50 | |||
Closing price of common stock trading period | 20 days | ||||
Closing Price Of Common Stock Trading Period, Maximum number of days | 30 days | ||||
Warrant, exercise price, Increase | $ 18 | ||||
Expiration period of warrants exercisable after the commencement date | 5 years | ||||
Common Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Exercise price per share of warrants outstanding | $ 11.50 | $ 11.50 | |||
Warrants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Warrants to purchase of common stock | 25,646,453 | 25,646,453 | |||
Common stock repurchased, Held in treasury | 171,994 | 171,994 | |||
Shares issued, price per share | $ 1 | $ 1 | |||
Warrants | Share Repurchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Repurchase of warrants | 353,547 | ||||
Treasury Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock repurchased during period, value | $ 0.2 | ||||
Share-Based Payment Arrangement, 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 | |||
Unrecognized compensation expense to stock option | $ 6.4 | $ 6.4 | |||
Weighted average period | 3 years | ||||
Percentage of stock options expected to vest after eighteen months of grant date | 25% | 25% | |||
Percentage of stock options expected to vest on each of second, third and fourth anniversary of the grant date | 25% | 25% | |||
Restricted Stock Units (RSUs) [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting Period | 4 years | ||||
Unrecognized compensation expense to stock option | $ 7.3 | $ 7.3 | |||
Weighted average period | 2 years 7 months 6 days | ||||
IPO | Private Warrants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Warrants to purchase of common stock | 8,000,000 | 8,000,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Options Activity (Details) | 3 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options, Beginning Balance | shares | 3,503,527 |
Stock Options, Canceled and forfeited | shares | (1,250) |
Stock Options, Ending Balance | shares | 3,502,277 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 10.50 |
Weighted Average Exercise Price, Canceled and forfeited | $ / shares | 10.50 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 10.50 |
Weighted-Average Remaining Contractual Life, Granted | 3 years 2 months 19 days |
Weighted-Average Remaining Contractual Life | 2 years 11 months 26 days |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] | Sep. 30, 2022 $ / shares shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Option, Beginning Balance | shares | 1,902,068 |
Stock Option, Ending Balance | shares | 1,902,068 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 8.14 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 8.14 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Changes in Treasury Stock (Details) | 3 Months Ended |
Sep. 30, 2022 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning balance | 3,053,447 |
Ending balance | 3,225,441 |
Warrants | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Repurchases of common stock | 171,994 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax at the statutory rate | 21% | 21% |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Purchases under contract | $ 15.8 | $ 10.3 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Purchase Commitments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining 2023 | $ 40,524 |
2024 | 20,706 |
2025 | 18,158 |
Purchase Obligation | $ 79,388 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | ||
Other expenses | $ 125,000 | $ 71,000 |
Payments related to sponsorship and marketing services | 87,000 | 75,000 |
Payment to capital markets and mergers and acquisitions | $ 50,500 | $ 0 |
Segments - Summary of Revenue b
Segments - Summary of Revenue by Segment and Region (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||
Net revenues | $ 77,862 | $ 55,687 |
Income (loss) from operations | (4,925) | 6,143 |
Wholesale | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 23,381 | 16,203 |
Income (loss) from operations | 1,828 | 4,188 |
Direct to Consumer | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 20,497 | 14,915 |
Income (loss) from operations | 2,355 | 2,539 |
Business to Business | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 34,084 | 24,467 |
Income (loss) from operations | 12,761 | 7,514 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Net revenues | (100) | 102 |
Income (loss) from operations | $ (21,869) | $ (8,098) |
Segments - Summary of Depreciat
Segments - Summary of Depreciation Expense Recognized by Operating Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||
Depreciation | $ 307 | $ 300 |
Depreciation | 3,215 | 3,503 |
Wholesale | ||
Segment Reporting Information [Line Items] | ||
Depreciation | 38 | 0 |
Direct to Consumer | ||
Segment Reporting Information [Line Items] | ||
Depreciation | 291 | 300 |
Business to Business | ||
Segment Reporting Information [Line Items] | ||
Depreciation | (477) | 0 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Depreciation | $ 455 | $ 0 |
Segments - Summary of Amortizat
Segments - Summary of Amortization Expense Recognized by Operating Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||
Amortization Expense | $ 1,705 | $ 500 |
Wholesale [Member] | ||
Segment Reporting Information [Line Items] | ||
Amortization Expense | 596 | 0 |
Direct To Consumer [Member] | ||
Segment Reporting Information [Line Items] | ||
Amortization Expense | 745 | 500 |
Business To Business [Member] | ||
Segment Reporting Information [Line Items] | ||
Amortization Expense | 364 | 0 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Amortization Expense | $ 0 | $ 0 |
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 | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||
Net income | $ 634 | $ 2,779 |
Less: income (loss) allocable to noncontrolling interest | (343) | 25 |
Net income allocable to common shareholders | 977 | 2,804 |
Numerator- Basic EPS | ||
Net income (loss) allocated to common shareholders | 977 | 2,804 |
Numerator- Diluted EPS | ||
Net income (loss) allocated to common shareholders | $ 977 | $ 2,804 |
Weighted average common shares - Basic | 58,819,160 | 60,461,611 |
Weighted average common shares - Diluted | 58,819,160 | 60,461,611 |
Basic | $ 0.02 | $ 0.05 |
Diluted | $ 0.02 | $ 0.05 |
Earning Per Share - Antidilutiv
Earning Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 29,148,730 | 26,000,000 |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 25,646,453 | 26,000,000 |
Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 3,502,277 |