Document and Entity Information
Document and Entity Information | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | ||
Document Type | POS AM | |
Entity Registrant Name | Vintage Wine Estates, Inc. | |
Entity Central Index Key | 0001834045 | |
Entity Filer Category | Accelerated Filer | |
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 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 | |
Entity Primary SIC Number | 2080 | |
Entity Tax Identification Number | 87-1005902 | |
City Area Code | 877 | |
Local Phone Number | 289-9463 | |
Amendment Flag | true | |
Amendment Description | On October 28, 2022, Vintage Wine Estates, Inc. (“VWE,” “we,” “us,” “our,” the “Company” or the “Registrant”) filed a registration statement on Form S-3 (Registration No. 333-268062), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 4, 2022 (as amended and supplemented from time to time, the “Prior Registration Statement”).This Post-Effective Amendment No. 1 to Form S-3 on Form S-1 (this “Post-Effective Amendment No. 1”) is being filed by the Registrant to convert the Prior Registration Statement on Form S-3 into a registration statement on Form S-1. No additional securities are being registered under this Post-Effective Amendment No. 1. All applicable registration fees were paid at the time of the original filing of the Prior Registration Statement. | |
Auditor Name | Cherry Bekaert LLP | |
Auditor Location | Raleigh, North Carolina | |
Auditor Firm ID | 677 | |
Business Contact [Member] | ||
Document Information [Line Items] | ||
Entity Address Address Line One | 937 Tahoe Boulevard | |
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 | 970 | |
Local Phone Number | 281-1017 | |
Contact Personnel Name | Kristina Johnston |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Current assets: | ||||
Cash | $ 31,966 | $ 45,492 | $ 118,879 | $ 1,751 |
Restricted cash | 0 | 4,800 | 4,800 | 0 |
Accounts receivable, net | 41,381 | 38,192 | 21,193 | 10,198 |
Related party receivables | 0 | 1,081 | ||
Other receivables | 721 | 3,866 | 7,490 | 9,588 |
Inventories | 199,268 | 192,102 | 221,145 | 206,458 |
Assets held for sale, net | 547 | 0 | ||
Current interest rate swap asset | 3,920 | 2,877 | 0 | |
Prepaid expenses and other current assets | 23,519 | 13,394 | 8,538 | 4,422 |
Total current assets | 301,322 | 300,723 | 382,045 | 233,498 |
Property, plant, and equipment, net | 219,680 | 236,100 | 213,673 | 162,173 |
Operating lease right-of-use assets | 32,971 | 0 | ||
Finance lease right-of-use-assets | 624 | 0 | ||
Goodwill | 29,666 | 154,951 | 109,895 | 87,123 |
Intangible assets, net | 45,438 | 64,377 | 36,079 | 26,110 |
Interest rate swap asset | 3,619 | 6,280 | 0 | |
Other assets | 4,701 | 3,464 | 1,806 | 2,783 |
Total assets | 638,021 | 765,895 | 743,498 | 511,687 |
Current liabilities | ||||
Line of credit | 114,429 | 144,215 | 87,351 | 162,545 |
Accounts payable | 28,785 | 13,947 | 17,301 | 15,125 |
Accrued liabilities and other payables | 34,325 | 24,204 | 25,078 | 13,325 |
Current operating lease liabilities | 6,357 | 0 | ||
Current finance lease liabilities | 286 | 0 | ||
Related party liabilities | 0 | 12,215 | ||
Current maturities of long-term debt | 191,580 | 14,909 | 22,964 | 16,298 |
Total current liabilities | 375,762 | 197,275 | 152,694 | 219,508 |
Other long-term liabilities | 1,693 | 6,491 | 2,767 | 1,057 |
Long-term debt, less current maturities | 0 | 169,095 | 183,541 | 143,039 |
Long-term operating lease liabilities | 27,695 | 0 | ||
Long-term finance lease liabilities | 344 | 0 | ||
Interest rate swap liabilities | 0 | 13,807 | 19,943 | |
Deferred tax liability | 5,698 | 29,979 | 16,752 | 5,687 |
Deferred gain | 10,116 | 10,666 | 12,000 | 13,335 |
Total liabilities | 421,308 | 413,506 | 381,561 | 402,569 |
Commitments and contingencies | ||||
Redeemable noncontrolling interest | 262 | 1,663 | 1,682 | 1,382 |
Stockholders' equity | ||||
Preferred stock value | 0 | 0 | 0 | 0 |
Common stock value | 0 | 0 | 0 | 0 |
Additional paid-in capital | 383,720 | 377,897 | 360,732 | 92,940 |
Treasury stock value | (26,034) | (26,034) | 0 | |
Retained earnings (accumulated deficit) | (140,601) | (571) | 0 | 15,191 |
Total Vintage Wine Estates, Inc. stockholders' equity | 217,085 | 351,292 | 360,732 | 108,131 |
Noncontrolling interests | (634) | (566) | (477) | (395) |
Total stockholders' equity | 216,451 | 350,726 | 360,255 | 107,736 |
Total liabilities, redeemable noncontrolling interest, and stockholders' equity | $ 638,021 | 765,895 | 743,498 | $ 511,687 |
Previously Reported | ||||
Current assets: | ||||
Cash | 43,692 | |||
Restricted cash | $ 6,600 | |||
Accounts receivable, net | 14,639 | |||
Other receivables | $ 14,044 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Preferred stock, par value | $ 0 | $ 0 | $ 0 | $ 0 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |
Preferred stock, shares issued | 0 | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 |
Common stock, par value | $ 0 | $ 0 | $ 0 | $ 0 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 62,161,553 | 61,691,054 | 60,461,611 | 26,460,371 |
Common stock, shares outstanding | 59,289,659 | 58,819,160 | 60,461,611 | 26,460,371 |
Repurchases of common stock | 2,871,894 | 2,871,894 | 0 | |
Previously Reported | ||||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net revenues | |||||||
Net revenue | $ 69,478 | $ 78,933 | $ 224,700 | $ 218,231 | $ 293,770 | $ 220,742 | $ 189,919 |
Cost of revenues | |||||||
Cost of revenues | 53,132 | 50,916 | 155,023 | 128,314 | 203,815 | 145,391 | 118,287 |
Gross profit | 16,346 | 28,017 | 69,677 | 89,917 | 89,955 | 75,351 | 71,632 |
Selling, general, and administrative expenses | 25,526 | 24,952 | 92,458 | 66,724 | 105,296 | 72,505 | 64,699 |
Impairment of intangible assets | 0 | 1,081 | 1,282 | ||||
Amortization expense | 1,813 | 2,083 | 5,429 | 3,938 | 5,948 | 100 | |
Goodwill impairment losses | 0 | 0 | 125,285 | 0 | 0 | 0 | |
Intangible impairment losses | 0 | 0 | 13,823 | 0 | |||
Gain on remeasurement of contingent liability | 0 | 0 | (2,648) | 0 | |||
Gain on litigation proceeds | (884) | 0 | (1,414) | 0 | (3,000) | (4,750) | 0 |
Loss (gain) on sale leaseback | (333) | (333) | (550) | (1,000) | |||
Loss (gain) on sale of property, plant, and equipment | (5,977) | 431 | (5,625) | 507 | 485 | (1,001) | (1,052) |
Deferred gain on sale leaseback | (550) | (1,000) | (1,334) | (1,335) | (1,111) | ||
Gain on remeasurement of contingent consideration liabilities | (2,648) | 0 | (3,570) | (329) | (1,035) | ||
Income (loss) from operations | (3,799) | 884 | (157,081) | 19,748 | (7,922) | 9,180 | 7,738 |
Other income (expense) | |||||||
Interest expense | (4,291) | (3,729) | (13,322) | (10,825) | (13,910) | (11,581) | (15,422) |
Net unrealized gain on interest rate swap agreements | (3,596) | 4,553 | 4,892 | 8,582 | 22,950 | 6,136 | (12,945) |
Loss on extinguishment of debt | 0 | 0 | (479) | 0 | 0 | 147 | |
Gain on paycheck protection program loan forgiveness | 0 | 6,604 | 0 | ||||
Other, net | (161) | 1,957 | 326 | 1,945 | (736) | 515 | 972 |
Total other income (expense), net | (8,048) | 2,781 | (8,583) | (298) | 8,304 | 1,674 | (27,395) |
(Loss) Income before provision for income taxes | (11,847) | 3,665 | (165,664) | 19,450 | 382 | 10,854 | (19,657) |
Income tax provision (benefit) | (1,673) | 958 | (24,231) | 5,412 | 1,061 | 766 | (9,957) |
Net (loss) income | (10,174) | 2,707 | (141,433) | 14,038 | (679) | 10,088 | (9,700) |
Net income (loss) attributable to the noncontrolling interests | (14) | (73) | (1,403) | (138) | (108) | 218 | |
Net (loss) income attributable to Vintage Wine Estates, Inc. | $ (10,160) | $ 2,780 | $ (140,030) | $ 14,176 | (571) | 9,870 | (9,741) |
Accretion on redeemable Series B stock | 0 | 5,785 | 4,978 | ||||
Net (loss) income allocable to common stockholders | $ (571) | $ 4,085 | $ (14,719) | ||||
Net earnings (loss) per share allocable to common stockholders | |||||||
Basic | $ (0.17) | $ 0.05 | $ (2.37) | $ 0.23 | $ (0.01) | $ 0.14 | $ (0.67) |
Diluted | $ (0.17) | $ 0.05 | $ (2.37) | $ 0.23 | $ (0.01) | $ 0.14 | $ (0.67) |
Weighted average shares used in the calculation of earnings (loss) per share allocable to common stockholders | |||||||
Basic | 59,289,659 | 61,410,403 | 59,014,915 | 60,773,258 | 60,673,789 | 24,696,828 | 21,920,583 |
Diluted | 59,289,659 | 61,410,403 | 59,014,915 | 60,773,258 | 60,673,789 | 25,179,502 | 21,920,583 |
Previously Reported | |||||||
Cost of revenues | |||||||
Loss (gain) on sale of property, plant, and equipment | $ 2,336 | ||||||
Other income (expense) | |||||||
Net income (loss) attributable to the noncontrolling interests | (218) | $ (41) | |||||
Wine And Spirits | |||||||
Net revenues | |||||||
Net revenue | 177,331 | 155,741 | |||||
Cost of revenues | |||||||
Cost of revenues | 119,350 | 98,236 | |||||
Wine, Spirits and Cider | |||||||
Net revenues | |||||||
Net revenue | $ 41,443 | $ 50,859 | $ 146,160 | $ 157,292 | $ 208,954 | 177,331 | |
Cost of revenues | |||||||
Cost of revenues | 37,829 | 38,764 | 108,499 | 98,428 | 151,117 | 119,350 | |
Nonwine | |||||||
Net revenues | |||||||
Net revenue | 28,035 | 28,074 | 78,540 | 60,939 | 84,816 | 43,411 | 34,178 |
Cost of revenues | |||||||
Cost of revenues | $ 15,303 | $ 12,152 | $ 46,524 | $ 29,886 | $ 52,698 | $ 26,041 | $ 20,051 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Previously Reported | Retroactive Application of Recapitalization | Series A Redeemable Stock | Series A Redeemable Stock Previously Reported | Series A Redeemable Stock Retroactive Application of Recapitalization | Series B Redeemable Stock | Series B Redeemable Stock Previously Reported | Series B Redeemable Stock Retroactive Application of Recapitalization | Series A | Series A Previously Reported | Series A Retroactive Application of Recapitalization | Common Stock | Common Stock Previously Reported | Common Stock Retroactive Application of Recapitalization | Common Stock Series A | Treasury Stock | Additional Paid-In Capital | Additional Paid-In Capital Previously Reported | Additional Paid-In Capital Retroactive Application of Recapitalization | Retained Earnings | Retained Earnings Previously Reported | Non-Controlling Interests | Non-Controlling Interests Previously Reported | Redeemable Non controlling Interest | Redeemable Non controlling Interest Previously Reported |
BEGINNING BALANCE at Jun. 30, 2019 | $ 117,272 | $ 49,567 | $ 67,705 | $ 2,364 | $ (2,364) | $ 0 | $ 0 | $ 0 | $ 0 | $ 79,849 | $ 9,780 | $ 70,069 | $ 37,734 | $ 37,734 | $ (311) | $ (311) | ||||||||||
BEGINNING BALANCE (in Shares) at Jun. 30, 2019 | 0 | 2,494,038 | (2,494,038) | 26,460,375 | 0 | 26,460,375 | ||||||||||||||||||||
TEMPORARY EQUITY, BEGINNING BALANCE at Jun. 30, 2019 | $ 0 | $ 29,968 | $ (29,968) | $ 0 | $ 37,737 | $ (37,737) | ||||||||||||||||||||
TEMPORARY EQUITY, BEGINNING BALANCE (in Shares) at Jun. 30, 2019 | 0 | 19,426,551 | (19,426,551) | 0 | 4,539,786 | (4,539,786) | ||||||||||||||||||||
Redeemable Non-Controlling Interest Beginning Balance at Jun. 30, 2019 | $ 1,257 | $ 1,257 | ||||||||||||||||||||||||
Accretion on redeemable stock | 12,802 | (12,802) | ||||||||||||||||||||||||
Stock-based compensation expense | 289 | 289 | ||||||||||||||||||||||||
Temporary equity, Net income (loss) | 125 | |||||||||||||||||||||||||
Net income (loss) | (9,825) | (9,741) | (84) | |||||||||||||||||||||||
Redeemable Non-Controlling Interest Ending Balance at Jun. 30, 2020 | 1,382 | 1,382 | ||||||||||||||||||||||||
TEMPORARY EQUITY, ENDING BALANCE at Jun. 30, 2020 | $ 0 | $ 0 | ||||||||||||||||||||||||
TEMPORARY EQUITY, ENDING BALANCE (in Shares) at Jun. 30, 2020 | 0 | 0 | ||||||||||||||||||||||||
ENDING BALANCE at Jun. 30, 2020 | 107,736 | $ 0 | 0 | 92,940 | 15,191 | (395) | ||||||||||||||||||||
ENDING BALANCE (in Shares) at Jun. 30, 2020 | 0 | 26,460,375 | ||||||||||||||||||||||||
Accretion on redeemable stock | 0 | (25,061) | 25,061 | |||||||||||||||||||||||
Issuance of Series A Stock in business combination | 25,831 | 25,831 | ||||||||||||||||||||||||
Issuance of Series A Stock in business combination, share | 2,589,503 | |||||||||||||||||||||||||
Conversion of Convertible Promissary Note | 4,818 | 4,818 | ||||||||||||||||||||||||
Conversion of Convertible Promissary Note, Share | 668,164 | |||||||||||||||||||||||||
Purchase of Series B redeemable Stock | (32,000) | (32,000) | ||||||||||||||||||||||||
Purchase of Series B redeemable Stock, Share | (2,889,786) | |||||||||||||||||||||||||
Merger and PIPE Financing Cost | $ 248,691 | 248,691 | ||||||||||||||||||||||||
Merger and PIPE Financing Cost, Share | 33,633,355 | 33,633,355 | ||||||||||||||||||||||||
Earnout Arrangement | $ 0 | 0 | ||||||||||||||||||||||||
Stock-based compensation expense | 3,334 | 3,334 | ||||||||||||||||||||||||
Adjustments to Additional Paid In Capital, Settlement of Stock Options | (7,943) | (7,943) | ||||||||||||||||||||||||
Temporary equity, Net income (loss) | 300 | |||||||||||||||||||||||||
Net income (loss) | 9,788 | 9,870 | (82) | |||||||||||||||||||||||
Redeemable Non-Controlling Interest Ending Balance at Jun. 30, 2021 | 1,682 | 1,682 | ||||||||||||||||||||||||
TEMPORARY EQUITY, ENDING BALANCE at Jun. 30, 2021 | $ 0 | $ 0 | ||||||||||||||||||||||||
TEMPORARY EQUITY, ENDING BALANCE (in Shares) at Jun. 30, 2021 | 0 | 0 | ||||||||||||||||||||||||
ENDING BALANCE at Jun. 30, 2021 | 360,255 | $ 0 | 0 | 360,732 | 0 | (477) | ||||||||||||||||||||
ENDING BALANCE (in Shares) at Jun. 30, 2021 | 0 | 60,461,611 | ||||||||||||||||||||||||
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, 2021 | 360,255 | $ 0 | $ 0 | 360,732 | 0 | (477) | ||||||||||||||||||||
BEGINNING BALANCE (in Shares) at Jun. 30, 2021 | 0 | 60,461,611 | ||||||||||||||||||||||||
TEMPORARY EQUITY, BEGINNING BALANCE at Jun. 30, 2021 | $ 0 | $ 0 | ||||||||||||||||||||||||
TEMPORARY EQUITY, BEGINNING BALANCE (in Shares) at Jun. 30, 2021 | 0 | 0 | ||||||||||||||||||||||||
Redeemable Non-Controlling Interest Beginning Balance at Jun. 30, 2021 | 1,682 | 1,682 | ||||||||||||||||||||||||
Issuance of Series A Stock in business combination | 10,521 | 10,521 | ||||||||||||||||||||||||
Issuance of Series A Stock in business combination, share | 1,229,443 | |||||||||||||||||||||||||
Stock-based compensation expense | 6,914 | 6,914 | ||||||||||||||||||||||||
Treasury Stock, Value, Acquired, Cost Method | (26,034) | $ 26,034 | ||||||||||||||||||||||||
Repurchases of common stock | 2,871,894 | 2,871,894 | ||||||||||||||||||||||||
Repurchase of public warrants | (270) | (270) | ||||||||||||||||||||||||
Temporary equity, Net income (loss) | (19) | |||||||||||||||||||||||||
Net income (loss) | (660) | (571) | (89) | |||||||||||||||||||||||
Redeemable Non-Controlling Interest Ending Balance at Jun. 30, 2022 | 1,663 | 1,663 | ||||||||||||||||||||||||
ENDING BALANCE at Jun. 30, 2022 | 350,726 | $ (26,034) | 377,897 | (571) | (566) | |||||||||||||||||||||
ENDING BALANCE (in Shares) at Jun. 30, 2022 | 61,691,054 | 2,871,894 | ||||||||||||||||||||||||
BEGINNING BALANCE at Sep. 30, 2021 | 363,031 | 360,732 | 2,804 | (505) | ||||||||||||||||||||||
BEGINNING BALANCE (in Shares) at Sep. 30, 2021 | 60,461,611 | |||||||||||||||||||||||||
Redeemable Non-Controlling Interest Beginning Balance at Sep. 30, 2021 | 1,685 | |||||||||||||||||||||||||
Temporary equity, Net income (loss) | 5 | |||||||||||||||||||||||||
Net income (loss) | 8,547 | 8,592 | (45) | |||||||||||||||||||||||
Redeemable Non-Controlling Interest Ending Balance at Dec. 31, 2021 | 1,690 | |||||||||||||||||||||||||
ENDING BALANCE at Dec. 31, 2021 | 371,578 | 360,732 | 11,396 | (550) | ||||||||||||||||||||||
ENDING BALANCE (in Shares) at Dec. 31, 2021 | 60,461,611 | |||||||||||||||||||||||||
Issuance of Series A Stock in business combination | 10,521 | 10,521 | ||||||||||||||||||||||||
Issuance of Series A Stock in business combination, share | 1,229,443 | |||||||||||||||||||||||||
Stock-based compensation expense | 1,943 | 1,943 | ||||||||||||||||||||||||
Treasury Stock, Value, Acquired, Cost Method | (2,833) | $ 2,833 | ||||||||||||||||||||||||
Repurchases of common stock | 313,539 | |||||||||||||||||||||||||
Temporary equity, Net income (loss) | (6) | |||||||||||||||||||||||||
Net income (loss) | 2,713 | 2,780 | (68) | |||||||||||||||||||||||
Redeemable Non-Controlling Interest Ending Balance at Mar. 31, 2022 | 1,684 | |||||||||||||||||||||||||
ENDING BALANCE at Mar. 31, 2022 | 383,922 | $ (2,833) | 373,196 | 14,176 | (618) | |||||||||||||||||||||
ENDING BALANCE (in Shares) at Mar. 31, 2022 | 61,691,054 | 313,539 | ||||||||||||||||||||||||
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 | 4,651 | 4,651 | ||||||||||||||||||||||||
Repurchase of public warrants | (172) | (172) | ||||||||||||||||||||||||
Shareholder distribution | (66) | |||||||||||||||||||||||||
Temporary equity, Net income (loss) | (315) | |||||||||||||||||||||||||
Net income (loss) | (321) | (293) | (28) | |||||||||||||||||||||||
Redeemable Non-Controlling Interest Ending Balance at Sep. 30, 2022 | 1,282 | |||||||||||||||||||||||||
ENDING BALANCE at Sep. 30, 2022 | 354,884 | $ (26,034) | 382,376 | (864) | (594) | |||||||||||||||||||||
ENDING BALANCE (in Shares) at Sep. 30, 2022 | 61,691,054 | 2,871,894 | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Redeemable Non-Controlling Interest Ending Balance at Mar. 31, 2023 | 262 | 262 | ||||||||||||||||||||||||
ENDING BALANCE at Mar. 31, 2023 | 216,451 | $ (26,034) | 383,720 | (140,601) | (634) | |||||||||||||||||||||
ENDING BALANCE (in Shares) at Mar. 31, 2023 | 62,161,553 | 2,871,894 | ||||||||||||||||||||||||
BEGINNING BALANCE at Sep. 30, 2022 | 354,884 | $ (26,034) | 382,376 | (864) | (594) | |||||||||||||||||||||
BEGINNING BALANCE (in Shares) at Sep. 30, 2022 | 61,691,054 | 2,871,894 | ||||||||||||||||||||||||
Redeemable Non-Controlling Interest Beginning Balance at Sep. 30, 2022 | 1,282 | |||||||||||||||||||||||||
Stock-based compensation expense | 4,328 | 4,328 | ||||||||||||||||||||||||
Vesting of restricted stock | 755,880 | |||||||||||||||||||||||||
Taxes paid related to net share settlement of equity awards | (976) | 976 | ||||||||||||||||||||||||
Taxes paid related to net share settlement of equity awards, shares | (285,381) | |||||||||||||||||||||||||
Temporary equity, Net income (loss) | (1,022) | |||||||||||||||||||||||||
Net income (loss) | (129,601) | (129,577) | (24) | |||||||||||||||||||||||
Redeemable Non-Controlling Interest Ending Balance at Dec. 31, 2022 | 260 | |||||||||||||||||||||||||
ENDING BALANCE at Dec. 31, 2022 | 228,635 | $ (26,034) | 385,728 | (130,441) | (618) | |||||||||||||||||||||
ENDING BALANCE (in Shares) at Dec. 31, 2022 | 62,161,553 | 2,871,894 | ||||||||||||||||||||||||
Stock-based compensation expense | (2,008) | (2,008) | ||||||||||||||||||||||||
Temporary equity, Net income (loss) | 2 | |||||||||||||||||||||||||
Net income (loss) | (10,176) | (10,160) | (16) | |||||||||||||||||||||||
Redeemable Non-Controlling Interest Ending Balance at Mar. 31, 2023 | 262 | $ 262 | ||||||||||||||||||||||||
ENDING BALANCE at Mar. 31, 2023 | $ 216,451 | $ (26,034) | $ 383,720 | $ (140,601) | $ (634) | |||||||||||||||||||||
ENDING BALANCE (in Shares) at Mar. 31, 2023 | 62,161,553 | 2,871,894 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | |||||
Net (loss) income | $ (141,433,000) | $ 14,038,000 | $ (679,000) | $ 10,088,000 | $ (9,700,000) |
Adjustments to reconcile net income to net cash from operating activities: | |||||
Depreciation | 11,409,000 | 14,095,000 | |||
Amortization expense | 6,196,000 | 4,234,000 | |||
Gain on foregivness of PPP loan | 0 | (6,604,000) | 0 | ||
Depreciation and amortization | 23,930,000 | 11,436,000 | 11,805,000 | ||
Goodwill and intangible assets impairment expense | 139,108,000 | 0 | 0 | 1,081,000 | 1,281,000 |
Amortization of deferred loan fees and line of credit fees | 394,000 | 79,000 | 433,000 | ||
Amortization of label design fees | 973,000 | 464,000 | 260,000 | ||
Litigation proceeds | (3,000,000) | (4,750,000) | 0 | ||
Stock-based compensation expense | 6,971,000 | 1,943,000 | 6,915,000 | 3,334,000 | 289,000 |
Provision for doubtful accounts | 677,000 | 45,000 | (22,000) | 48,000 | 60,000 |
Impairment of inventory | 3,667,000 | 3,302,000 | 0 | ||
Inventory write down | 0 | 0 | 15,433,000 | 0 | 3,900,000 |
Remeasurement of contingent consideration liabilities | (2,648,000) | 0 | (3,570,000) | (329,000) | (1,035,000) |
Net unrealized loss on interest rate swap agreements | (6,136,000) | 12,945,000 | |||
Net unrealized gain on interest rate swap agreements | (4,892,000) | (8,582,000) | (22,950,000) | (6,136,000) | 12,945,000 |
(Benefit) provision for deferred income tax | (24,281,000) | 888,000 | 981,000 | 851,000 | (9,708,000) |
Loss (gain) on disposition of assets | (5,625,000) | 508,000 | 485,000 | (1,001,000) | 60,000 |
Deferred gain on sale leaseback | (550,000) | (1,000,000) | (1,334,000) | (1,335,000) | (1,111,000) |
Loss on extinguishment of debt | 479,000 | 0 | 0 | (147,000) | |
Noncash interest expense | 0 | 68,000 | 0 | ||
Deferred rent | (2,079,000) | 285,000 | 375,000 | 352,000 | 501,000 |
Change in operating assets and liabilities (net of effect of business combinations): | |||||
Accounts receivable | (3,866,000) | (21,261,000) | (13,183,000) | (3,137,000) | 270,000 |
Related party receivables | 0 | 325,000 | 101,000 | ||
Other receivables | 3,145,000 | 376,000 | 3,624,000 | (4,456,000) | 1,665,000 |
Litigation receivable | 3,000,000 | 4,750,000 | 0 | ||
Inventories | (5,466,000) | 4,244,000 | 18,075,000 | 2,311,000 | (32,453,000) |
Prepaid expenses and other current assets | (10,125,000) | (2,457,000) | (4,656,000) | (4,115,000) | 1,164,000 |
Other assets | 602,000 | (6,215,000) | (2,464,000) | 1,498,000 | (1,244,000) |
Accounts payable | 10,511,000 | (8,106,000) | (7,795,000) | (4,983,000) | 2,362,000 |
Accrued liabilities and other payables | 16,934,000 | 2,836,000 | (2,217,000) | 8,191,000 | (1,806,000) |
Net change in lease assets and liabilities | 1,087,000 | 0 | |||
Related party liabilities | 0 | (2,215,000) | 669,000 | ||
Net cash provided by (used in) operating activities | (3,846,000) | (4,128,000) | 15,982,000 | 9,117,000 | (23,045,000) |
Cash flows from investing activities | |||||
Proceeds from disposition of assets | 19,707,000 | 105,000 | 153,000 | 1,044,000 | 35,446,000 |
Purchases of property, plant, and equipment | (11,318,000) | (15,723,000) | (24,835,000) | (38,032,000) | (18,455,000) |
Label design expenditures | (143,000) | (492,000) | (571,000) | ||
Proceeds on related party notes receivable | 0 | 756,000 | 0 | ||
Acquisition of businesses | 0 | (74,268,000) | (73,680,000) | (23,564,000) | (15,131,000) |
Net cash provided by (used in) investing activities | 8,389,000 | (89,886,000) | (98,505,000) | (60,288,000) | 1,289,000 |
Cash flows from financing activities | |||||
Principal payments on line of credit | (136,358,000) | (67,210,000) | (144,706,000) | (181,411,000) | (187,855,000) |
Proceeds from line of credit | 111,863,000 | 126,591,000 | 201,570,000 | 106,217,000 | 195,590,000 |
Financing costs incurred from line of credit | (1,975,000) | 0 | |||
Outstanding checks in excess of cash | 4,327,000 | 2,900,000 | 1,759,000 | 2,509,000 | 3,295,000 |
Purchase of Series B redeemable stock | 0 | (32,000,000) | 0 | ||
Settlement of stock options | 0 | (7,944,000) | 0 | ||
Borrowings on long-term debt | 0 | 76,067,000 | 0 | ||
Loan fees | (377,000) | 0 | 0 | (492,000) | 0 |
Principal payments on finance leases | (205,000) | 0 | |||
Distributions to noncontrolling interest | (66,000) | 0 | |||
Principal payments on long-term debt | (73,195,000) | (13,178,000) | (22,763,000) | (28,374,000) | (159,259,000) |
Proceeds from debt | 74,640,000 | 0 | 0 | 171,184,000 | |
Merger and PIPE financing, net of transaction costs | 0 | 250,126,000 | 0 | ||
Principal payments on related party debt | 0 | (10,000,000) | 0 | ||
Debt issuance costs | 0 | (918,000) | (1,206,000) | ||
Repurchase of common stock | 0 | (2,833,000) | (26,034,000) | 0 | |
Repurchase of public warrants | (172,000) | 0 | (270,000) | 0 | |
Payments of minimum tax withholdings on stock-based payment awards | (976,000) | 0 | |||
Payments on acquisition payable | (375,000) | (226,000) | (420,000) | (681,000) | (1,019,000) |
Net cash (used in) provided by financing activities | (22,869,000) | 46,044,000 | 9,136,000 | 173,099,000 | 20,730,000 |
Net change in cash and restricted cash | (18,326,000) | (47,970,000) | (73,387,000) | 121,928,000 | (1,025,000) |
Cash and restricted cash, beginning of year | 50,292,000 | 123,679,000 | 123,679,000 | 1,751,000 | 2,776,000 |
Cash and restricted cash, end of year | 31,966,000 | 75,709,000 | 50,292,000 | 123,679,000 | 1,751,000 |
Cash paid during the period for: | |||||
Interest | 10,802,000 | 9,508,000 | 13,199,000 | 13,373,000 | 16,278,000 |
Income taxes | 0 | 22,000 | 23,000 | 222,000 | 183,000 |
Noncash investing and financing activities: | |||||
Accretion Series A | 0 | 156,467,000 | 5,616,000 | ||
Accretion Series B | 0 | 5,785,000 | 3,743,000 | ||
Conversion of promissory note to common stock | 0 | 4,818,000 | 0 | ||
Contingent consideration in business combinations | 0 | 8,460,000 | 8,534,000 | 4,000,000 | 1,000,000 |
Accretion of redemption value of Series B redeemable cumulative stock | 0 | 4,978,000 | |||
Accretion of redemption value of Series A redeemable stock | 0 | 7,824,000 | |||
Issuance of common stock in business combination | 0 | 10,521,000 | 10,521,000 | 0 | |
Operating lease assets obtained in exchange for operating lease liabilities | 37,759,000 | 0 | |||
Finance lease assets obtained in exchange for finance lease obligations | 759,000 | 0 | |||
Accrued interest on term loan and line-of credit refinanced to principal | 1,726,000 | 0 | |||
Line of credit refinanced as term debt | 9,646,000 | 0 | |||
Term debt refinanced from a line of credit | 3,823,000 | 0 | |||
Financing costs deducted from long-term debt proceeds | 474,000 | 0 | |||
Financing costs deducted from line of credit proceeds | $ 532,000 | $ 0 | |||
Issuance of Series A stock in a business combination | 0 | 25,831,000 | 0 | ||
Notes payable for acquisition of business | $ 0 | 11,668,000 | $ 0 | ||
Previously Reported [Member] | |||||
Adjustments to reconcile net income to net cash from operating activities: | |||||
Inventory write down | 3,300,000 | ||||
Change in operating assets and liabilities (net of effect of business combinations): | |||||
Accrued liabilities and other payables | 8,065,000 | ||||
Net cash provided by (used in) operating activities | 8,991,000 | ||||
Cash flows from financing activities | |||||
Payments on acquisition payable | 555,000 | ||||
Net cash (used in) provided by financing activities | $ 173,225,000 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | |||
Organization and Significant Accounting Policies | 1. Organization and Significant Accounting Policies Description of Business Vintage Wine Estates, Inc., a Nevada corporation (the "Company”, "we", "us", "our"), owns and operates winery and hospitality facilities in Northern California, Washington and Oregon. The Company produces a variety of wines under its own or custom labels, which are sold to consumers, retailers, and distributors located throughout the United States, Canada, and other export markets. The Company also provides bottling, fulfillment, and storage services to other companies on a contract basis. We have wholly-owned subsidiaries that include Vintage Wine Estates, Inc., a California corporation ("Legacy VWE"), Girard Winery LLC, Mildara Blass, Inc., Grove Acquisition LLC, Sales Pros LLC, and Master Class Marketing, LLC and majority controlling financial interests in Grounded Wine Project LLC, Sabotage Wine Company, LLC, and Splinter Group Napa, LLC. Merger and Reverse Recapitalization On June 7, 2021, Bespoke Capital Acquisition Corp (“BCAC”), a publicly-traded special purpose acquisition corporation, completed its business combination (the "Merger") with Legacy VWE pursuant to a transaction agreement (as amended, the “Transaction Agreement”) by the merger of VWE Acquisition Sub Inc., a wholly owned subsidiary of BCAC (“merger sub”) with and into Legacy VWE, with Legacy VWE continuing as the surviving entity and as a wholly owned subsidiary of BCAC. In connection with the Merger, BCAC changed its jurisdiction of incorporation from the Province of British Columbia to the State of Nevada and BCAC changed its name to Vintage Wine Estates, Inc. Upon the consummation of the Merger, the Company received approximately $ 248.7 million, net of fees and expenses. See Note 2 for additional details regarding the transaction. 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 opts out of the extended transition period provided in the JOBS Act. Basis of Presentation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Significant estimates include, but are not limited, to depletion allowance, allowance for doubtful accounts, the net realizable value of inventory, expected future cash flows including growth rates, discount rates, and other assumptions and estimates used to evaluate the recoverability of long-lived assets, estimated fair values of intangible assets in acquisitions, intangible assets and goodwill for impairment, amortization methods and periods, amortization period of label and package design costs, the estimated fair value of long-term debt, the valuation of interest rate swaps, contingent consideration, common stock, stock-based compensation, and accounting for income taxes. Actual results could differ materially from those estimates. Cash Cash consists of deposits held at financial institutions. Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sums to the total of the same such amounts as shown in the statement of cash flows. (in thousands) June 30, 2021 June 30, 2020 Cash and cash equivalents $ 118,879 $ 1,751 Restricted cash 4,800 - Total cash, cash equivalents and restricted cash as shown in the statement of cash flows $ 123,679 $ 1,751 Restricted cash consists of cash that was deposited into a restricted cash account as collateral for the credit facility and are subject to release upon the completion of certain construction costs. See Note 9. 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 June 30, 2021 and 2020, we had approximately $ 121.6 million and $ 1.3 million respectively, in one major financial institution in excess of FDIC insurance limits. We sell the majority of our wine through U.S. distributors and the direct-to-consumer channel. Receivables arising from these sales are not collateralized. We attempt to limit our credit risk by performing ongoing credit evaluations of our customers and maintaining adequate allowances for potential credit losses. The following table summarizes customer concentration as of and for the years ended June 30, 2021 and 2020: June 30, 2021 2020 Customer A Revenue as a percent of total revenue 32.0 % 23.7 % Receivables as a percent of total receivables 35.0 % 42.1 % Customer B Revenue as a percent of total revenue 13.1 % 10.5 % Receivables as a percent of total receivables 21.0 % * Customer C Revenue as a percent of total revenue 10.9 % 10.6 % Receivables as a percent of total receivables * * Customer D Revenue as a percent of total revenue * * Receivables as a percent of total receivables 10.4 % * * Customer revenue or receivables did not exceed 10% in the respective periods . Revenue for the sales from Customer A are included in the Wholesale and Business-to-Business reporting segments, Customer B revenue within the Business-to-Business reporting segment, Customer C within the Wholesale reporting segmen t and Customer D within the Wholesale reporting segment. See Note 18. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, less estimated returns, allowances, and discounts. We determine the provision based on historical write-off experience. Account balances are written-off against the provision when we feel it is probable the receivable will not be recovered. The provision for doubtful accounts was approximately $ 97 thousand and $ 50 thousand, at June 30, 2021 and 2020, respectively. We do not accrue interest on past-due amounts. Bad debt expense was insignificant for all reporting periods presented. Inventories Inventories of bulk and bottled wines and spirits, and inventories of non-wine products and bottling and packaging supplies are valued at the lower of cost using the FIFO method or net realizable value. Costs associated with winemaking, and other costs associated with the manufacturing of products for resale, are recorded as inventory. Net realizable value is the value of an asset that can be realized upon the sale of the asset, less a reasonable estimate of the costs associated with either the eventual sale or the disposal of the asset in question. Inventories are classified as current assets in accordance with recognized industry practice, although most wines and spirits are aged for periods longer than one year. Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the asset’s estimated useful life or the life of the related lease. Costs of maintenance and repairs are charged to expense as incurred; significant renewals and betterments are capitalized. Vineyard development costs, including interest and certain cultural costs for continuing cultivation of vines not yet bearing fruit, are capitalized. Depreciation of vineyard development costs commences when commercial grape yields are achieved, generally in the third year after planting. Estimated useful lives are as follows: Buildings and improvements 10 - 39 years Cooperage 3 - 5 years Furniture and equipment 3 - 10 years Machinery and equipment 5 - 20 years Vineyards 20 years Business Combinations Business combinations are accounted for under Accounting Standards Codification (“ASC”) 805—Business Combinations using the acquisition method of accounting under which all acquired tangible and identifiable intangible assets and assumed liabilities and applicable noncontrolling interests are recognized at fair value as of the respective acquisition date, while the costs associated with the acquisition of a business are expensed as incurred. The allocation of purchase consideration requires management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates can include, but are not limited to, a market participant’s expectation of future cash flows from acquired customers, acquired trade names, useful lives of acquired assets, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from such estimates. During the measurement period, which is generally no longer than one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. Upon the conclusion of the measurement period, any subsequent adjustments are recognized in operations. Goodwill Goodwill represents the excess of consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. The Company conducts a goodwill impairment analysis annually for impairment, as of the end of the respective fiscal year, or sooner if events or circumstances indicate the carrying amount of the asset may not be recoverable. The Company has three reporting units under which goodwill has been allocated and recognized no goodwill impairment for the years ended June 30, 2021 and 2020, respectively. Intangible Assets Intangible assets represent purchased intangible assets consisting of both indefinite and finite lived assets. Certain criteria are used in determining whether intangible assets acquired in a business combination must be recognized and reported separately. Our indefinite lived intangible assets, representing trademarks and winery use permits, are initially recognized at fair value and subsequently stated at adjusted costs, net of any recognized impairments. The indefinite lived assets are not subject to amortization. Finite-lived intangible assets, comprised of customer and Sommelier relationships, are amortized using a method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used. If that pattern cannot be reliably determined, the intangible assets are amortized using the straight-line method over their estimated useful lives and are tested for impairment along with other long-lived assets. Amortization related to the finite-lived assets is included in selling, general and administrative expenses. Intangible assets are reviewed annually for impairment, as of the end of the reporting period, or sooner if events or circumstances indicate the carrying amount of the asset may not be recoverable. Label and Package Design Costs Label and package design costs are capitalized and amortized over an estimated useful life of two years . Amortization of label and packaging design costs are included in selling, general and administrative expenses and were approximately $ 464 thousand a nd $ 260 thousand for the years ended June 30, 2021 and 2020, respectively. Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying amount of such assets or intangible assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. No impairment loss was recognized for long-lived assets during the years ended June 30, 2021 and 2020, respectively. Contingent Consideration Liabilities Contingent consideration liabilities are recorded at fair value when incurred in a business combination. The fair value of these estimates are based on available historical information and on future expectations of actions we may undertake in the future. These estimated liabilities are re-measured at each reporting date with the change in fair value recognized as an operating expense in the Company’s consolidated statements of operations. Subsequent changes in the fair value of the contingent consideration are classified as an adjustment to cash flows from operating activities in the consolidated statements of cash flows because the change in fair value is an input in determining net loss. Cash paid in settlement of contingent consideration liabilities are classified as cash flows from financing activities up to the acquisition date fair value with any excess classified as cash flows from operating activities. Changes in the fair value of contingent consideration liabilities associated with the acquisition of a business can result from updates to assumptions such as the expected timing or probability of achieving customer related performance targets, specified sales milestones, changes in unresolved claims, projected revenue or changes in discount rates. Significant judgment is used in determining those assumptions as of the acquisition date and for each subsequent reporting period. Therefore, any changes in the fair value will impact our results of operations in such reporting period, thereby resulting in potential variability in our operating results until such contingencies are resolved. Deferred Financing Costs Deferred financing costs incurred in connection with obtaining new term loans are amortized over the term of the arrangement, and recognized as a direct reduction in the carrying amount of the related debt instruments. Amortization of deferred loan fees is included in interest expense on the consolidated statements of operations and are amortized to interest expense over the term of the related debt using the effective interest method. Debt issuance costs capitalized were approximately $ 0.9 million and $ 0.9 million for the years ended June 30, 2021 and 2020, respectively. Amortization expense related to debt issuance fees were approximately $ 26 thousand and $ 191 thousand for the years ended June 30, 2021 and 2020, respectively. If existing financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense ( see Note 9 ). Line of Credit Fees Costs incurred in connection with obtaining new debt financing specific to the line of credit are deferred and amortized over the life of the related financing. If such financing is settled or replaced prior to maturity with debt instruments that have substantially different terms, the settlement is treated as an extinguishment and the unamortized costs are charged to gain or loss on extinguishment of debt. Similar to the treatment of deferred financing costs, if existing financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense (see Note 9). Deferred line of credit fees are recognized as a component of prepaid expenses and other current assets and are amortized to interest expense over the term of the related debt using the effective interest method. There w ere $ 492 thousand and $ 280 thousand of line of credit fees capitalized for the year ended June 30, 2021 and 2020, respectively. Amortization expense related to line of credit fees were $ 53 t housand and $ 242 thousand for the year ended June 30, 2021 and 2020, respectively. Fair Value Measurements We determine fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In arriving at fair value, we use a hierarchy of inputs that maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 : Quoted prices in active markets for identical assets or liabilities. Level 2 : Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 : Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of June 30, 20211 and 2020, the carrying value of the current assets and liabilities and outstanding debt obligation under the Paycheck Protection Program at June 30, 2020 approximates fair value due to the short-term maturities of these instruments. The fair value of our long-term variable rate debt approximates carrying value, excluding the effect of unamortized debt discount, as they are based on borrowing rates currently available to the Company for debt with similar terms and maturities (Level 2 inputs). The fair value of all other fixed rate debt is indeterminable given the related party nature of the outstanding obligations. Our contingent consideration and interest rate swap agreement are remeasured at fair value on a recurring basis as of June 30, 2021 and 2020, respectively. I nterest Rate Swap Agreements GAAP requires that an entity recognize all derivatives (including interest rate swaps) as either assets or liabilities on the consolidated balance sheets and measure these instruments at fair value. The Company has entered into interest rate swap agreements as a means of managing its interest rate exposure on its debt obligations. These agreements mitigate our exposure to interest rate fluctuations on our variable rate obligations. We have not designated these agreements as cash-flow hedges. Accordingly, changes in the fair value of the interest rate swaps are included in the consolidated statements of operations as a component of other income (expense). We do not enter into financial instruments for trading or speculative purposes. Comprehensive Income or Loss We had no items of comprehensive income or loss other than net income (loss) for the years ended June 30, 2021 and 2020. Therefore, a separate statement of comprehensive income (loss ) has not been included in the accompanying consolidated financial statements. Revenue Recognition Revenue is recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for its arrangements, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We recognize revenue when obligations under the terms of a contract with our customer are satisfied. Generally, this occurs when the product is shipped and title passes to the customer, and when control of the promised product or service is transferred to the customer. Our standard terms are free on board (“FOB”) shipping point, with no customer acceptance provisions. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. We account for shipping and handling as activities to fulfill our promise to transfer the associated products. Accordingly, we record amounts billed for shipping and handling costs as a component of net sales and classify such costs as a component of costs of sales. Our products are generally not sold with a right of return unless the product is spoiled or damaged. Historically, returns have not been significant to the Company. Revenue is generated from one of three reporting segments as described below: Wholesale : We sell our wine to wholesale distributors under purchase orders. Wholesale operations generate revenue from product sold to distributors, who then sell the product 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. We transfer control and recognize revenue for these orders upon shipment of the wine out of our own or third-party warehouse facilities. Payment terms to wholesale distributors typically range from 30 to 120 days. We pay depletion and marketing allowances to certain distributors, based on sale s to their custo mers, or the allowance is netted directly against the purchase price. When recording a sale to the distributor, a depletion and marketing allowance liability is recorded to accrued liabilities and sales are reported net of those expenses. Depletion and marketing allowance payments are made when completed incentive program payment requests are received from the customers or are net of initial pricing. Depletion and marketing allowance payments reduce the accrued liability. For the years ended June 30, 2021 and 2020 we recorded approximately $ 1.7 million and $ 3.9 million respectively, as a reduction in sales on the consolidated statement of operations related to depletions. As of June 30, 2021 and 2020, we recorded a depletion allowance and marketing liability in the amount of approximately $ 216 thousand and $ 147 thousand, respectively, which is included as a component of other accrued expenses in accrued liabilities and other payables on the consolidated balance sheets. Estimates are based on historical and projected experience for each type of program or customer. Direct to Consumer : 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. Wine club membership sales are made under contracts with customers, which specify the quantity and timing of future wine shipments. Customer credit cards are charged in advance of wine shipments in accordance with each contract. We recognize revenue for these contracts at the time control of the wine passes to the customer, which is generally at the time of shipment. Tasting room and internet wine sales are paid for at the time of sale. We transfer control and recognize revenue for this wine when the product is either received by the customer (on-site tasting room sales) or upon the shipment to the customer (internet sales). Sales taxes are calculated based upon the customer’s location and are collected at the time of the sale and recorded in a sales tax liability account. Sales reporting requirements to the states are performed as required by the state and sales taxes are remitted to the government agencies when due. Winery estates hold various public and private events for customers and their wine club members. The certified Sommeliers provide guided tasting experiences customized for each audience through virtual and in-person events internationally. Upfront consideration received from the sale of tickets or under private event contracts for future events is recorded as deferred revenue. We recognize event revenue on the date the event is held. Business-to-Business : Our sales channel generates revenue primarily from the sale of private label wines and custom winemaking services. Annually, we work with our national retail partners to develop private label wines incremental to their wholesale channel businesses. Additionally, we provide custom winemaking and production services. These services are made under contracts with customers, which includes specific protocols, pricing, and payment terms. The customer retains title and control of the wine during the production process. We recognize revenue over time as the contract specific performance obligations are met. Additionally, we provide storage services for wine inventory of various customers. The customer retains title and control of the inventory during the storage agreement. We recognize revenue over time for storage services, and when the contract specific performance obligations are met. We also utilize the “as-invoiced” practical expedient in certain cases where performance obligations are satisfied over time and the invoiced amount corresponds directly with the value provided to the customer. Other : Our other category includes revenue from grape and bulk sales, storage services, and for the year ended June 30, 2020, revenue under the Sales Pro LLC (“SalesPro”) and Master Class Marketing, LLC (“Master Class”) business line sold in 2019, as well as corporate level expenses, non-direct selling expenses and other expenses not specifically allocated to the results of operations. Grape and bulk sales made under contracts with customers which include product specification requirements, pricing and payment terms. Payment terms under grape contracts are generally structured around the timing of the harvest. We transfer control and recognize revenue for grape sales when product specification has been met and title to the grapes has transferred, which is generally on the date the grapes are harvested, weighed and shipped. We transfer control and recognize revenue for wine and spirits bulk contracts upon shipment. We also utilize the “as-invoiced” practical expedient in certain cases where performance obligations are satisfied over time and the invoiced amount corresponds directly with the value provided to the customer. SalesPro and Master Class revenue represents fees earned from off-premise tastings for third-party customers. These customers include other wine and beer brand owners and producers. Disaggregation of Revenue The following tables summarize the revenue by segment and region for the years ended June 30, 2021 and 2020, respectively: (in thousands) June 30, June 30, Geographic regions: United States $ 215,122 $ 183,810 Canada 3,021 3,748 Europe, Middle East, & Africa 1,638 608 Asia Pacific 482 1,592 Other 479 161 Total net revenue $ 220,742 $ 189,919 The following table provides a disaggregation of revenue based on the pattern of revenue recognition for the years ended June 30, 2021 and 2020, respectively: (in thousands) June 30, June 30, Point in time $ 186,906 $ 162,328 Over a period of time 33,836 27,591 Total net revenue $ 220,742 $ 189,919 Shipping Shipping and handling revenues are classified as wine and spirits revenues. Shipping and handling costs are included in wine and spirits cost of revenues. Excise Taxes Excise taxes are levied by government agencies on beverages containing alcohol, including wine and spirits. These taxes are not collected from customers but are instead the responsibility of the Company. Applicable excise taxes are included in net revenues and were $ 12.3 million and $ 10.4 million for the years ended June 30, 2021 and 2020, respectively. Sales Taxes Sales taxes that are collected from customers and remitted to governmental agencies are not reflected as revenues. Stock-based Compensation Stock-based compensation is based on the grant date fair value of the awards. The fair value of the stock award is determined by the grant date market value of our common share price. The fair value of stock options is determined on the grant date using the Black-Scholes option-pricing model ("Black-Scholes"). The compensation expense recognized for share-based awards is net of estimated forfeitures and is recognized using the straight-line method over the service period. A description of the significant assumptions used in Black-Scholes is as follows: Risk-free interest rate—The risk-free interest rate used is based on the implied yield in effect at the time of the option grant currently available on U.S. Treasury zero-coupon issues, with a remaining term equal or similar to the expected term of the option. Dividends—There are no plans to pay cash dividends on common shares. Therefore, an expected dividend yield of zero is used in the option-pricing models. Expected term—The expected term is the period of the time that granted options are expected to be outstanding as calculated using the Simplified Method provided by Staff Accounting Bulletin (“SAB”) 107 , Share-Based Payments . Expected volatility—As the Company’s stock was not traded in an active market, volatility is estimated by calculating the average volatility of comparable public companies. Forfeiture rate—The forfeiture rate is based on an estimate of future forfeitures. We estimate the forfeiture rate based on an analysis of actual forfeiture experience, analysis of employee turnover behavior, and other factors. The impact from any forfeiture rate adjustment would be recognized in full in the period of adjustment, and if the actual number of future forfeitures differs from our estimates, we might be required to record adjustments to stock-based compensation in future periods. Advertising Advertising costs are expensed either as the costs are incurred or the first time the advertising takes place. Advertising expense was approximately $ 2.2 million for each of the years ended June 30, 2021 and 2020. Income Taxes Deferred income taxes are determined using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the expected recognition of a deferred income tax asset is considered to be unlikely. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement. We recognize interest and penalties related to income tax matters as a component of income tax expense. Gain on Bargain Purchase We may recognize a bargain purchase gain associated with our acquisitions from time to time due to specific circumstances of a given acquisition. Given the unique nature of a bargain purchase gain, we do not believe recording the bargain purchase gain as operating income to be represen | 1. Basis of Presentation and Si gnificant Accounting Policies Basis of Presentation The condensed consolidated financial statements include the accounts of all majority-owned or controlled subsidiaries, and all significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively. References to the "Company", "we," "our," "us," and similar pronouns in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (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. Inflation and supply chain constraints, as well as the ongoing COVID-19 pandemic ("COVID-19"), 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. Management expects economic uncertainties including inflation and supply chain constrains to continue to impact several areas of the business including sales, cost of goods, operating expenses and cash flows. 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. Going Concern The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. On May 9, 2023, the Company entered into an amendment to its Second A&R Loan and Security Agreement (defined in Note 10) that adjusted the definition of certain financial covenants for the quarter ended March 31, 2023. Due to the amendment, the Company was in compliance with its debt covenants as of March 31, 2023. The Company currently forecasts that it will not meet certain financial debt covenants as required per our Second A&R Loan and Security Agreement (defined in Note 10) beginning with the quarter ended June 30, 2023, which would constitute an event of default, which if not waived, can result in the potential acceleration of the Company’s outstanding debt under the Second A&R Loan and Security Agreement. If an event of default occurs under the Second A&R Loan and Security Agreement and the lender accelerates the maturity of the debt thereunder, the Company may not have sufficient cash to repay the outstanding debt. In response to these conditions, management has begun to actively engage in conversations with the lender of the Second A&R Loan and Security Agreement regarding amendments and waivers to the related financial covenants, however, whether an amendment or waiver is obtained is not within the Company's control, and therefore cannot be deemed probable. During the third fiscal quarter of 2023 which ended March 31, 2023, the Company implemented several cost reduction and revenue enhancing initiatives to improve its financial results and cash flow from operations. This included reducing our workforce by approximately 4 %. In addition, we have strategically raised prices across the Direct-to-Consumer segment, increased certain shipping fees and restructured customer contracts to reduce freight costs. These efforts are expected to have an annualized benefit of $ 10 million to operating income exclusive of the $ 2 million in costs we incurred during the three months ending March 31, 2023 to affect the changes. Furthermore, we are contemplating developing a comprehensive business development and restructuring plan including the evaluation of several options for further cost reductions. We expect we can improve operating results through customer contract renegotiations, simplification of the business, focusing resources on key brands and an elimination of less profitable SKUs (stock keeping unit). As part of the process, we are also evaluating further asset monetization opportunities to generate cash to reduce debt. There can be no assurances that the Company will be able to successfully implement these strategies, or if successfully implemented, that we will see the expected benefits from such strategies. Additionally, there can be no assurances that any benefits from cost reduction strategies will enable the Company to remain in compliance with its financial covenants or provide the Company with sufficient cash to pay the outstanding debt on the Second A&R Loan and Security Agreement if accelerated by the lender. As a result of these uncertainties, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements were issued. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might result from the outcome of this uncertainty. 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 nine months ended March 31, 2023. 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, revenue recognized from the sale of wine, spirits and cider, accounting for income taxes, the net realizable value of inventory, estimated fair values of intangible assets in acquisitions, intangible assets and goodwill for impairment, amortization methods and stock-based compensation. 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 $ 2.1 million and $ 3.9 million of amortization expense from selling, general and administrative expenses to amortization expense for the three and nine months ended March 31, 2023, respectively. Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet that sums to the total of the same such amounts as shown in the condensed consolidated statement of cash flows: (in thousands) March 31, 2023 June 30, 2022 Cash and cash equivalents $ 31,966 $ 45,492 Restricted cash - 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 31,966 $ 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 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 March 31, 2023 and June 30, 2022, was $ 0.8 million and $ 0.1 million, 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 March 31, Nine Months Ended March 31, (in thousands) 2023 2022 2023 2022 Geographic regions: United States $ 69,114 $ 77,586 $ 223,036 $ 213,713 International 364 1,347 1,664 4,518 Total net revenue $ 69,478 $ 78,933 $ 224,700 $ 218,231 The following table provides a disaggregation of revenue based on the pattern of revenue recognition: Three Months Ended March 31, Nine Months Ended March 31, (in thousands) 2023 2022 2023 2022 Point in time $ 58,005 $ 65,170 $ 190,949 $ 180,116 Over a period of time 11,473 13,763 33,751 38,115 Total net revenue $ 69,478 $ 78,933 $ 224,700 $ 218,231 Concentrations of Risk Financial instruments that potentially expose us to significant concentrations of credit risk consist primarily of cash and trade accounts receivable. We maintain the majority of our cash balances at multiple financial institutions that management believes are of high-credit quality and financially stable. At times, we have cash deposited with major financial institutions in excess of the Federal Deposit Insurance Corporation ("FDIC") insurance limits. At March 31, 2023 and June 30, 2022, we had $ 30.3 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 March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Revenue as a percent of total revenue Customer A 21.6 % 15.6 % 19.5 % 18.3 % Customer B * * * 10.0 % Customer C * * * 10.1 % Customer D * * * * The following table summarizes customer concentration of: March 31, 2023 June 30, 2022 Receivables as a percent of total receivables Customer A 39.7 % 26.0 % Customer B * * Customer C * * Customer D 20.9 % * * Customer revenue or receivables did not exceed 10% in the respective periods. Revenue for sales from Customer A, Customer B, Customer D are included within the Wholesale and Business-to-Business reporting segments and Customer C is included within the Business-to-Business reporting segment. Principal vs. Agent Considerations As part of our revenue recognition process, we evaluate whether we are the principal or agent for the performance obligations in our contracts with customers. When we determine that we are the principal for a performance obligation, we recognize revenue for that performance obligation on a gross basis. When we determine that we are an agent for a performance obligation, we recognize revenue for that performance obligation net of the related costs. In determining whether we are the principal or the agent, we evaluate whether we have control of the goods or services before we transfer the goods or services to the customer by considering whether we are primarily obligated for transferring the goods or services to the customer, whether we have inventory risk for the goods or services before the goods or services are transferred to the customer, and whether we have latitude in establishing prices. 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. Casualty Gains We suffered smoke-tainted inventory damage resulting from the October 2017 Napa and Sonoma County wildfires. We filed an insurance claim for this damage, which was settled in fiscal 2021 for approximately $ 3.8 million, net of legal costs. In fiscal 2022, we received an additional $ 2.7 million, net of legal costs, related to wildfire claims. During the nine months ended March 31, 2023, we received an additional $ 1.4 million. The gain of litigation proceeds consists of payments we received from our insurer. 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 December 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-06: Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which defers the sunset date of ASU 2020-04: Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting from March 31, 2023 to December 31, 2024. ASU 2020-04 provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, to simplify the accounting for transitioning from the London Interbank Offered Rate, and other interbank offered rates expected to be discontinued, to alternative reference rates. After December 31, 2024, entities will no longer be permitted to apply the relief in Topic 848. The Company determined that adoption of this ASU will not have a material impact on our consolidated financial statements. In February 2016, the FASB issued Accounting Standards Codification 842 or "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 are not expected to have an impact on the Company. | 1. Organization and Significant Accounting Policies Description of Business Vintage Wine Estates, Inc., a Nevada corporation (the "Company”, "we", "us", "our"), owns and operates winery and hospitality facilities in Northern California, Washington and Oregon. The Company produces a variety of wines under its own or custom labels, which are sold to consumers, retailers, and distributors located throughout the United States, Canada, and other export markets. The Company also provides bottling, fulfillment, and storage services to other companies on a contract basis. We have wholly-owned subsidiaries that include Vintage Wine Estates, Inc., a California corporation ("Legacy VWE"), Girard Winery LLC, Mildara Blass, Inc., Grove Acquisition LLC, Sales Pros LLC, and Master Class Marketing, LLC and majority controlling financial interests in Sabotage Wine Company, LLC, and Splinter Group Napa, LLC. Basis of Presentation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements. Merger and Reverse Recapitalization We were formed in 2019 as Bespoke Capital Acquisition Corp. (“BCAC”), a special purpose acquisition company incorporated under the laws of the Province of British Columbia. BCAC was organized for the purpose of effecting an acquisition of one or more businesses or assets by way of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or any other similar business combination involving BCAC. On June 7, 2021, BCAC completed its business combination (the "Merger") with Vintage Wine Estates, Inc., a California corporation ("Legacy VWE") pursuant to a transaction agreement dated February 3, 2021 (as amended, the “Transaction Agreement”) by the merger of VWE Acquisition Sub Inc., a wholly owned subsidiary of BCAC (“merger sub”) with and into Legacy VWE, with Legacy VWE continuing as the surviving entity and as a wholly owned subsidiary of BCAC. In connection with the Merger, BCAC changed its jurisdiction of incorporation from the Province of British Columbia to the State of Nevada and BCAC changed its name to Vintage Wine Estates, Inc. Upon the consummation of the Merger, the Company received approximately $ 248.7 million, net of fees and expenses. See Note 2 for additional details regarding the transaction. Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Significant estimates include, but are not limited, to depletion allowance, allowance for doubtful accounts, the net realizable value of inventory, expected future cash flows including growth rates, discount rates, and other assumptions and estimates used to evaluate the recoverability of long-lived assets, estimated fair values of intangible assets in acquisitions, intangible assets and goodwill for impairment, amortization methods and periods, amortization period of label and package design costs, the estimated fair value of long-term debt, the valuation of interest rate swaps, contingent consideration, common stock, stock-based compensation, and accounting for income taxes. Actual results could differ materially from those estimates. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Specifically, we reclassified accrued trade commissions to other accrued expenses and reclassified custom production and other receivables to Wholesale trade accounts receivables. Cash Cash consists of deposits held at financial institutions. Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sums to the total of the same such amounts as shown in the consolidated statement of cash flows: (in thousands) June 30, 2022 June 30, 2021 Cash and cash equivalents $ 43,692 $ 118,879 Restricted cash 6,600 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 50,292 $ 123,679 Restricted cash consists of $ 4.8 million that was deposited into a restricted cash account as collateral for the credit facility, subject to release upon the completion of certain construction costs (see Note 11) and $ 1.8 million that was deposited into a restricted cash account as collateral for our captive insurance letter of credit (see Note 9). Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, less estimated returns, allowances, and discounts. We determine the provision based on historical write-off experience. Account balances are written-off against the provision when we feel it is probable the receivable will not be recovered. The provision for doubtful accounts was $ 120.0 thousand and $ 97.0 thousand, at June 30, 2022 and 2021, 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. 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. Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the asset’s estimated useful life or the life of the related lease. Costs of maintenance and repairs are charged to expense as incurred; significant renewals and betterments are capitalized. Vineyard development costs, including interest and certain cultural costs for continuing cultivation of vines not yet bearing fruit, are capitalized. Depreciation of vineyard development costs commences when commercial grape yields are achieved, generally in the third year after planting. Estimated useful lives are as follows: Buildings and improvements 10 - 39 years Cooperage 3 - 5 years Furniture and equipment 3 - 10 years Machinery and equipment 5 - 20 years Vineyards 20 years Business Combinations Business combinations are accounted for under Accounting Standards Codification (“ASC”) 805—Business Combinations, using the acquisition method of accounting under which all acquired tangible and identifiable intangible assets and assumed liabilities and applicable noncontrolling interests are recognized at fair value as of the respective acquisition date, while the costs associated with the acquisition of a business are expensed as incurred. The allocation of purchase consideration requires management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates can include, but are not limited to, a market participant’s expectation of future cash flows from acquired customers, acquired trade names, useful lives of acquired assets, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from such estimates. During the measurement period, which is no longer than one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. Upon the conclusion of the measurement period, any subsequent adjustments are recognized in operations. Goodwill Goodwill represents the excess of consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. The Company reviews goodwill for impairment annually, during the fourth quarter of each fiscal year or whenever events or changes in circumstances indicate that an impairment may exist. In conducting our annual impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment and the fair value of the reporting unit is determine by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the fair value of the reporting unit's goodwill is calculated and an impairment loss equal to the excess if recorded. Intangible Assets Intangible assets represent purchased intangible assets consisting of both indefinite and finite lived assets. Certain criteria are used in determining whether intangible assets acquired in a business combination must be recognized and reported separately. Our indefinite lived intangible assets, representing trade names, trademarks and winery use permits, are initially recognized at fair value and subsequently stated at adjusted costs, net of any recognized impairments. The indefinite lived assets are not subject to amortization. Finite-lived intangible assets, comprised of customer and Sommelier relationships, trade names and trademarks, are amortized using a method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used. If that pattern cannot be reliably determined, the intangible assets are amortized using the straight-line method over their estimated useful lives and are tested for impairment along with other long-lived assets. Amortization related to the finite-lived assets is included in selling, general and administrative expenses. Intangible assets are reviewed annually for impairment, as of the end of the reporting period, or sooner if events or circumstances indicate the carrying amount of the asset may not be recoverable. Label and Package Design Costs Label and package design costs are capitalized and amortized over an estimated useful life of two years . Amortization of label and packaging design costs are included in selling, general and administrative expenses and were approximately $ 973.0 thousand a nd $ 464.0 thousand for the years ended June 30, 2022 and 2021, respectively. Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying amount of such assets or intangible assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asse t. No impairment loss was recognized for long-lived assets during the years ended June 30, 2022 and 2021, respectively. Contingent Consideration Liabilities Contingent consideration liabilities are recorded at fair value when incurred in a business combination. The fair value of these estimates are based on available historical information and on future expectations of actions we may undertake in the future. These estimated liabilities are re-measured at each reporting date with the change in fair value recognized as an operating expense in the Company’s consolidated statements of operations. Subsequent changes in the fair value of the contingent consideration are classified as an adjustment to cash flows from operating activities in the consolidated statements of cash flows because the change in fair value is an input in determining net loss. Cash paid in settlement of contingent consideration liabilities are classified as cash flows from financing activities up to the acquisition date fair value with any excess classified as cash flows from operating activities. Changes in the fair value of contingent consideration liabilities associated with the acquisition of a business can result from updates to assumptions such as the expected timing or probability of achieving customer related performance targets, specified sales milestones, changes in unresolved claims, projected revenue or changes in discount rates. Significant judgment is used in determining those assumptions as of the acquisition date and for each subsequent reporting period. Therefore, any changes in the fair value will impact our results of operations in such reporting period, thereby resulting in potential variability in our operating results until such contingencies are resolved. Deferred Financing Costs Deferred financing costs incurred in connection with obtaining new term loans are amortized over the term of the arrangement, and recognized as a direct reduction in the carrying amount of the related debt instruments. Amortization of deferred loan fees is included in interest expense on the consolidated statements of operations and are amortized to interest expense over the term of the related debt using the effective interest method. Debt issuance costs capitalized were zero and $ 0.9 millio n for the years ended June 30, 2022 and 2021, respectively. Amortization expense related to debt issuance fees wer e $ 262.0 tho usand and $ 26.0 thousand for the years ended June 30, 2022 and 2021, respectively. If existing financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense. Line of Credit Fees Costs incurred in connection with obtaining new debt financing specific to the line of credit are deferred and amortized over the life of the related financing. If such financing is settled or replaced prior to maturity with debt instruments that have substantially different terms, the settlement is treated as an extinguishment and the unamortized costs are charged to gain or loss on extinguishment of debt. Similar to the treatment of deferred financing costs, if existing financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense. S ee Note 9. Deferred line of credit fees are recognized as a component of prepaid expenses and other current assets and are amortized to interest expense over the term of the related debt using the effective interest method. There w ere zero and $ 492.0 thousand of line of credit fees capitalized for the year ended June 30, 2022 and 2021, respectively. Amortization expense related to line of credit fees w ere $ 132.0 t housand an d $ 53.0 thousand for the year ended June 30, 2022 and 2021, respectively. Fair Value Measurements We determine fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In arriving at fair value, we use a hierarchy of inputs that maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 : Quoted prices in active markets for identical assets or liabilities. Level 2 : Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 : Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of June 30, 2022 and 2021, the carrying value of the current assets and liabilities approximates fair value due to the short-term maturities of these instruments. The fair value of our long-term variable rate debt approximates carrying value, excluding the effect of unamortized debt discount, as they are based on borrowing rates currently available to the Company for debt with similar terms and maturities (Level 2 inputs). Our contingent consideration and interest rate swap agreement are remeasured at fair value on a recurring basis as of June 30, 2022 and 2021, respectively. I nterest Rate Swap Agreements GAAP requires that an entity recognize all derivatives (including interest rate swaps) as either assets or liabilities on the consolidated balance sheets and measure these instruments at fair value. The Company has entered into interest rate swap agreements as a means of managing its interest rate exposure on its debt obligations. These agreements mitigate our exposure to interest rate fluctuations on our variable rate obligations. We have not designated these agreements as cash-flow hedges. Accordingly, changes in the fair value of the interest rate swaps are included in the consolidated statements of operations as a component of other income (expense). We do not enter into financial instruments for trading or speculative purposes. Comprehensive Income or Loss We had no items of comprehensive income or loss other than net income (loss) for the years ended June 30, 2022 and 2021. Therefore, a separate statement of comprehensive income (loss ) has not been included in the accompanying consolidated financial statements. Revenue Recognition Point in Time — Revenue is recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for its arrangements, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We recognize revenue when obligations under the terms of a contract with our customer are satisfied. Generally, this occurs when the product is shipped and title passes to the customer, and when control of the promised product or service is transferred to the customer. Our standard terms are free on board (“FOB”) shipping point, with no customer acceptance provisions. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. We account for shipping and handling as activities to fulfill our promise to transfer the associated products. Accordingly, we record amounts billed for shipping and handling costs as a component of net sales and classify such costs as a component of costs of sales. Our products are generally not sold with a right of return unless the product is spoiled or damaged. Historically, returns have not been significant to the Company. Over Time — Certain long-term contracts in our Business-to-Business ("B2B") segment are for custom wine making services and include services such as fermentation, barrel aging, procurement of dry goods, bottling and cased goods. Additionally, we provide storage services for wine inventory of various customers. We recognize revenue over time as the contract specific performance obligations are met. The Company elected to apply the "as-invoiced" practical expedient to such revenues, and as a result, will bypass estimating the variable transaction price. Disaggregation of Revenue The following tables summarize the revenue by segment and region for the years ended June 30, 2022 and 2021, respectively: June 30, (in thousands) 2022 2021 Geographic regions: United States $ 287,349 $ 215,122 International 6,421 5,620 Total net revenue $ 293,770 $ 220,742 The following table provides a disaggregation of revenue based on the pattern of revenue recognition for the years ended June 30, 2022 and 2021, respectively: June 30, (in thousands) 2022 2021 Point in time $ 253,677 $ 186,906 Over a period of time 40,093 33,836 Total net revenue $ 293,770 $ 220,742 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 June 30, 2022 and 2021, we had $ 49.0 mi llion and $ 121.6 million respectively, in four 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: June 30, 2022 2021 Customer A Revenue as a percent of total revenue 21.0 % 32.0 % Receivables as a percent of total receivables 26.0 % 35.0 % Customer B Revenue as a percent of total revenue * 13.1 % Receivables as a percent of total receivables * 21.0 % Customer C Revenue as a percent of total revenue * 10.9 % Receivables as a percent of total receivables * * Customer D Revenue as a percent of total revenue * * Receivables as a percent of total receivables * 10.4 % Customer E Revenue as a percent of total revenue 22.9 % * Receivables as a percent of total receivables * * * Customer revenue or receivables did not exceed 10% in the respective periods . Revenues fo r sales from Customer A are included within the Wholesale and Business-to-Business reporting segments, Customer B and Customer E are included within the Business-to-Business reporting segment and Customer C and Customer D are included within the Wholesale reporting segment. See Note 20. Shipping Shipping and handling revenues are classified as wine, spirits and cider revenues. Shipping and handling costs are included in wine, spirits and cider cost of revenues. Excise Taxes Excise taxes are levied by government agencies on beverages containing alcohol, including wine and spirits. These taxes are not collected from customers but are instead the responsibility of the Company. Applicable excise taxes are included in net revenues and were $ 10.9 millio n and $ 12.3 million for the years ended June 30, 2022 and 2021, respectively. Sales Taxes Sales taxes that are collected from customers and remitted to governmental agencies are not reflected as revenues. Stock-Based Compensation Stock-based compensation provided to employees is recognized in the consolidated statement of operations based on the grant date fair value of the awards. The fair value of restricted stock units is determined by the grant date market price of our common shares. The fair value of stock options is determined on the grant date using a Monte Carlo simulation model. The determination of the grant date fair value of stock option awards granted is affected by a number of variables, including the fair value of the Company's common stock, the expected common stock price volatility over the life of the awards, the expected term of the stock option, risk-free interest rates and the expected dividend yield of the Company's common stock. Due to the Company's limited trading history since becoming a public company on June 7, 2021, the Company derived its volatility from the average historical stock volatilities of several peer public companies over a period equivalent to the expected term of the awards. The compensation expense recognized for stock-based awards is net of estimated forfeitures and is recognized ratably over the service period of the awards. Al l income tax effects of stock-based awards are recognized in the consolidated statements of operations as awards vest or are settled. We classify stock-based compensation expense in selling, general and administrative ("SG&A") expenses in the consolidated statement of operations. Advertising Advertising costs are expensed either as the costs are incurred or the first time the advertising takes place. Advertising expense was $ 5.2 million and $ 2.2 million for the years ended June 30, 2022 and 2021, respectively. Income Taxes Deferred income taxes are determined using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the expected recognition of a deferred income tax asset is unlikely. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement. We recognize interest and penalties related to income tax matters as a component of income tax expense . Sale-leaseback Transaction We account for the sale and leaseback of vineyards under ASC 840, Sale-Leaseback Accounting of Real Estate . Given we were considered to retain more than a minor part, but less than substantially, all of the use of the property, a gain could be recognized to the extent it exceeded the present value of the leaseback payments. Any gain that was less than or equal to the present value of the leaseback payments was deferred and is amortized on a straight-line basis over the leaseback term. The gain is essentially recognized as a reduction to offset the future lease payment. We derecognize the asset from our consolidated balance sheet at the sale closing. 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. Noncontrolling Interests and Redeemable Non-controlling Interest Non-controlling interests represent the portion of profit or loss, net assets and comprehensive loss that is not allocable to the Company. The redeemable non-controlling interest is contingently redeemable by the holders. The redeemable non-controlling interests are not being accreted to their redemption amount as we do not deem redemption probable; notwithstanding, should the instruments redemption become probable, we will thereupon begin to accrete, to the earliest date the holders can demand redemption, the redemption amount. Redeemable Series A and Series B Stock Prior to the Merger, Legacy VWE had Series A and B stock outstanding. All of the Series B stock and the majority of the Series A stock was classified as temporary equity due to the shares being redeemable at the option of the holder. See Notes 12 and 13 . The carrying value of the redeemable Series A stock and redeemable Series B stock was being accreted to their respective redemption values, using the effective interest method, from the date of issuance to the earliest date the holders can demand redemption. Accretion of redeemable Series B stock included the accretion of dividends and issuance costs. Increases to the carrying value of redeemable Series A stock and redeemable Series B stock were charged to retained earnings or, in its absence, to additional-paid-in-capital. Up on any repurchase of redeemable stock, the excess consideration paid over the carrying value at the time of repurchase is accounted for as a deemed dividend to the stockholders. In conjunction with the closing of the Merger, a majority of the redeemable Series B stock was redeemed with the remaining redeemable Series B shares, along with all redeemable Series A shares, were converted into shares of the Company's common stock. All Series A and Series B shares which were converted into shares of the Company's common stock were retroactively adjusted using the exchange ratio and reclassified into permanent equity as a result of the Merger. Earnings Per Share Basic and diluted net income (loss) per share allocable to common stockholders is presented in conformity with the two-class method required for participating securities. We considered our Series B stock to be participating securities as, in the event a dividend is paid on Series A stock, the holders of Series B stock would be entitled to receive dividends on a basis consistent with the Series A stockholders. The two-class method determines net income per share for each class of common and participating securities according to dividends declared or accumulated as well as participation rights in undistributed earnings. The two-class method requires income available to stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Legacy VWE’s redeemable Series B stock was a participating security. Under the two-class method, any net loss attributable to common stockholders is not allocated to the Series B stock as the holders of the Series B stock did not have a contractual obligation to share in losses. Basic net income (loss) per share is calculated by dividing the net income (loss) allocable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For purposes of the calculation of diluted net income (loss) per share, stock options and warrants to purchase common stock are considered potentially dilutive securities but are excluded from the calculation of diluted net income (loss) per share when their effect is antidilutive. As a result, in certain periods, diluted net loss per share is the same as the basic net loss per share for the periods presented. The computation of net income (loss) available to Series A stockholders is computed by deducting the dividends declared, if any, and cumulative dividends, whether or not declared, in the period on Series B stock (whether paid or not) from the reported net income (loss). As the Merger has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of Legacy VWE’s |
Merger and Reverse Recapitaliza
Merger and Reverse Recapitalization | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Merger and Reverse Recapitalization [Abstract] | ||
Merger and Reverse Capitalization | 2. Merger and Reverse Recapitalization On June 7, 2021, Legacy VWE and BCAC consummated the Merger, with Legacy VWE surviving the Merger as a wholly owned subsidiary of BCAC, which was renamed Vintage Wine Estates, Inc. Immediately prior to the closing of the Merger, the Company purchased 2,889,507 shares of Series B stock from TGAM Agribusiness Fund Holdings LP for $ 32.0 million, including unpaid cumulative dividends and all remaining shares of outstanding Series B stock of Legacy VWE were converted into shares of Legacy VWE Series A common stock. Upon the consummation of the Merger, each share of Legacy VWE Series A and Series B common stock issued and outstanding was canceled and converted into the right to receive 2.85708834472042 shares (the “Exchange Ratio”) of common stock of the Company. For periods prior to the Merger, the reported share and per share amounts have been retroactively converted (“Retroactive Conversion”) by applying the Exchange Ratio. VWE Legacy shareholders were issued 26,828,256 shares of the Company’s common stock of which 1,000,002 shares were placed in escrow to cover potential adjustments to the purchase price. To satisfy the requirements of full repayment of the Company’s Paycheck Protection Program loan (the “PPP Loan”) upon a change of control, we placed into escrow $ 6.6 million in advance of the pending merger and reverse recapitalization. Funds held in escrow were released back to the Company upon receiving notification of the full forgiveness of the PPP loan prior to June 30, 2021. In September 2021, upon finalization of the purchase price, all 1,000,002 shares of the shares in escrow were released to the VWE Legacy shareholders. Upon the closing of the Merger, the Company's certificate of incorporation authorized 200,000,000 shares of common stock, no par value per share and 2,000,000 shares of preferred stock, no par value per share. As of June 7, 2021 (the "Closing Date"), there were 60,461,611 shares of the Company’s common stock issued and outstanding and warrants to purchase 26,000,000 shares of the Company’s common stock outstanding. There was no preferred stock outstanding as the Closing Date. In connection with the Merger, BCAC entered into subscription agreements (each, a “Subscription Agreement”) with two investors (each a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and BCAC agreed to sell to the Subscribers, an aggregate of 10,000,000 shares of common stock (the “PIPE Shares”), for a purchase price of $ 10 per share and an aggregate purchase price of $ 100.0 million, in a private placement pursuant to the subscription agreements (the “PIPE”). The PIPE investment closed just prior to the consummation of the Merger. The Merger is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, BCAC was treated as the “acquired” company and Legacy VWE was treated as the acquirer company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of Legacy VWE issuing stock for the net assets of BCAC, accompanied by a recapitalization. The net assets of BCAC are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of Legacy VWE. The following table reconciles the elements of the Merger to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity for the year ended June 30, 2021: (in thousands, except share data) Shares Recapitalization Cash - BCAC's trust and cash, net of redemptions 23,633,355 $ 178,942 Cash - PIPE 10,000,000 100,000 Non-cash net liabilities assumed from BCAC ( 579 ) Less: transaction costs and advisory fees paid by Legacy VWE ( 3,739 ) Less: transaction costs and advisory fees paid by BCAC ( 25,933 ) Net contributions from merger and PIPE financing 33,633,355 $ 248,691 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: 1. is at or above $15 (but below $20), 50% of the Earnout Shares will be issued; and 2. 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 June 30, 2022. | 2. Merger and Reverse Recapitalization On June 7, 2021, Legacy VWE and BCAC consummated the Merger, with Legacy VWE surviving the Merger as a wholly owned subsidiary of BCAC, which was renamed Vintage Wine Estates, Inc. Immediately prior to the closing of the Merger, the Company purchased 2,889,507 shares of Series B stock from TGAM Agribusiness Fund Holdings LP for $ 32.0 million, including unpaid cumulative dividends and all remaining shares of outstanding Series B stock of Legacy VWE were converted into shares of Legacy VWE Series A common stock. Upon the consummation of the Merger, each share of Legacy VWE Series A and Series B common stock issued and outstanding was canceled and converted into the right to receive 2.85708834472042 shares (the “Exchange Ratio”) of common stock of BCAC. For periods prior to the Merger, the reported share and per share amounts have been retroactively converted (“Retroactive Conversion”) by applying the Exchange Ratio. VWE Legacy shareholders were issued 26,828,256 shares of the Company’s common stock of which 1,000,002 shares were placed in escrow to cover potential adjustments to the purchase price. To satisfy the requirements of full repayment of the Company’s Paycheck Protection Program loan (the “PPP Loan”) upon a change of control, we placed into escrow $ 6.6 million in advance of the pending merger and reverser recapitalization. Funds held in escrow were released back to the Company upon receiving notification of the full forgiveness of the PPP loan prior to June 30, 2021. (See Note 6). In September 2021, upon finalization of the purchase price, 1,000,002 shares of the shares in escrow were released to the VWE Legacy shareholders. Upon the closing of the Merger, the Company's certificate of incorporation authorized 200,000,000 shares of common stock, no par value per share and 2,000,000 shares of preferred stock, no par value per share. As of the Closing Date, there were 60,461,611 shares of the Company’s common stock issued and outstanding and warrants to purchase 26,000,000 shares of the Company’s common stock outstanding. There was no preferred stock outstanding as the Closing Date. In connection with the Merger, BCAC entered into subscription agreements (each, a “Subscription Agreement”) with a two investors (each a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and BCAC agreed to sell to the Subscribers, an aggregate of 10,000,000 shares of common stock (the “PIPE Shares”), for a purchase price of $ 10 per share and an aggregate purchase price of $ 100.0 million, in a private placement pursuant to the subscription agreements (the “PIPE”). The PIPE investment closed just prior to the consummation of the Merger. The Merger is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, BCAC was treated as the “acquired” company and Legacy VWE was treated as the acquirer company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of Legacy VWE issuing stock for the net assets of BCAC, accompanied by a recapitalization. The net assets of BCAC are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of Legacy VWE. The following table reconciles the elements of the Merger to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity for the year ended June 30, 2021: (in thousands, except share data) Shares Recapitalization Cash - BCAC's trust and cash, net of redemptions 23,633,355 $ 178,942 Cash - PIPE 10,000,000 100,000 Non-cash net liabilities assumed from BCAC ( 579 ) Less: transaction costs and advisory fees paid by Legacy VWE ( 3,739 ) Less: transaction costs and advisory fees paid by BCAC ( 25,933 ) Net contributions from merger and PIPE financing 33,633,355 $ 248,691 Earnout Shares The VWE Legacy shareholders are entitled to receive up to an additional 5,726,864 shares of the Company’s common stock (the “Earnout Shares”) if at any point during the Earnout Period, from June 7, 2021 to June 7, 2023, the Company's closing share price on the Nasdaq or TSX on 20 trading days out of 30 consecutive trading days: a) is at or above $15 (but below $20), 50% of the Earnout Shares will be issued; and b) is at or above $20 (i) to the extent no Earnout Shares have previously been issued, 100% of the Earnout Shares or (ii) to the extent the event Earnout Shares were previously issued, 50% of the Earnout Shares will be issued. The Earnout Shares and Target Prices 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 June 30, 2021. |
Business Combinations
Business Combinations | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Combinations [Abstract] | |||
Business Combinations | 2. B u siness Combinations 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 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 revenue. 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. 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. An executive officer of the Company has a related party relationship and serves as a member of the board of directors. | 3. Business 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 for the period from the October 4, 2021 acquisition date through June 30, 2022, are included in the accompanying consolidated statements of operations. 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 for the period from the November 16, 2021 acquisition date through June 30, 2022, are included in the accompanying consolidated statements of operations. 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 for the period from the January 18, 2022 acquisition date through June 30, 2022, are included in the accompanying consolidated statements of operations. Transaction costs incurred in the acquisition were insignificant. The allocations of the fair value of the acquired businesses were based on preliminary valuations of the estimated net fair value of the assets acquired. The fair value estimates are subject to adjustment during the measurement period (up to one year from the acquisition date). The primary areas of accounting for the acquisitions that are not yet finalized relate to the fair value of certain intangible assets acquired and residual goodwill. Goodwill created in the acquisitions were structured as stock sales and therefore, is non tax deductible and non amortizable. The fair values of the net assets acquired are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. While we believe that such preliminary estimates provide a reasonable basis for estimating the fair value of assets acquired, we will evaluate any necessary information prior to finalization of the fair value. During the measurement period, we will adjust preliminary valuations assigned to assets and liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date, if any, that, if known, would have resulted in revised values for these items as of that date. The net working capital adjustments related to the acquisitions are estimated as of the closing date and will be adjusted based on that estimate. Net working capital adjustments of $ 5.3 million are recorded in other assets on the condensed consolidated balance sheet. The impact of all changes, if any, that do not qualify as measurement period adjustments will be included in current period earnings. 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 of the Company has a related party relationship and serves as a member of the board of directors. The Sommelier Company On June 22, 2021, we acquired the net assets of The Sommelier Company consisting of customer relationships, independent Sommelier relationships and brand trademarks, for total consideration of $ 12.0 million. Consideration transferred consisted of a cash payment of $ 8.0 million and contingent consideration of up to $ 4.0 million, whereby the Company will pay the seller three annual Earn-Out payments over three years, determined as a percentage of EBITDA. The following table summarizes the allocation of the purchase price to the fair value of the assets acquired at the date of acquisition: (in thousands) Sources of financing Cash $ 8,000 Contingent consideration 4,000 Fair value of consideration 12,000 - Assets acquired Customer relationships 1,500 Sommelier relationships 1,000 Trademark 600 Accrued liabilities ( 92 ) Total identifiable assets acquired 3,008 Goodwill $ 8,992 Goodwill represents the excess of the purchase price over the fair value of the net intangible assets acquired. The acquisition of The Sommelier Company resulted in the recognition of approximately $ 9.0 million of goodwill. The Company believes this goodwill is attributable to its investment in synergies for expanding its reach in its direct-to-consumer and business-to-business customer base. In accordance with ASC 350, goodwill will not be amortized but rather will be tested for impairment at least annually. Intangible assets associated with the customer relationships and Sommelier relationships acquired as a result of the Sommelier acquisition are being amortized over their estimated useful life using the straight-line method of amortization, which materially approximates the distribution of the economic value of the identified intangible asset. Amortization of the customer relationships and Sommelier relationships was not significant to the consolidated statements of operations. Key assumptions in valuing the customer relationships utilizing an Income Approach, specifically the excess earnings method included (1) a discount rate of twenty percent ( 20 %), (2) an annual customer attrition rate of fifty percent ( 50 %), and contributory asset charges of three-point eight percent ( 3.8 %). Key assumptions in valuing the Sommelier relationships utilizing a Cost Approach, included (1) a replacement period of 5 years and (2) an annual return on investment of nineteen percent ( 19 %). Key assumptions in valuing the acquired trademarks and indefinite lived assets, using the Income Approach include (1) discount rate of nineteen percent ( 19 %) and (2) assumed pre-tax royalty rate of one point five percent ( 1.5 %). The results of operations of The Sommelier Company for the period from the June 22, 2021 acquisition date through June 30, 2021, are included in the accompanying consolidated statements of operations. Transaction costs associated with the acquisition were immaterial. Kunde Vineyards and Winery On April 19, 2021 , the Company acquired 100 % of the outstanding equity of Kunde Enterprise Inc. (“Kunde”) for total consideration, including amounts to acquire the combined 33.3 % ownership held by two of the Company stockholders, of which one is an executive officer of the Company, of approximately $ 53.0 million, net of pre-existing relationship net liabilities due to Kunde of $ 5.9 million. Kunde produces and sells premium Sonoma Valley varietal wines via the wholesale channel as well as internationally and locally through its tasting room, wine club, and internet site. In addition, Kunde provides wine storage, processing, and bottling services for other wineries, including the Company. The operations of Kunde align with those of the Company, providing for expanded synergies and growth through the acquisition. Kunde met the definition of a business, and therefore is accounted for as a business combination. Prior to the acquisition, effective January 1, 2021, the Company provided distribution and marketing services for Kunde products . See Note 15. The $ 53.0 million purchase consideration was comprised of approximately $ 21.5 million of cash, approximately $ 11.7 million of notes payable to the sellers, and the issuance of 906,345 shares ( 2,589,507 shares retroactively restated giving effect to the recapitalization transaction discussed in Note 1) of the Company’s Series A stock, with a value of $ 25.8 million, which totaled $ 58.9 million less the release of pre-existing net liabilities between the Company and Kunde of $ 5.9 million. Two of the three notes payable issued to the sellers as purchase consideration have a stated interest rate of Prime plus 1.00 %, compounded quarterly, and mature on January 5, 2022, while the third note has a stated interest rate of 1.61%, compounded quarterly, and matures on December 31, 2021. To fund the cash portion of the purchase consideration, we utilized the April 2021 increase in the line of credit and delay draw term loan under the amended and restated loan and security agreement. The following table summarizes the allocation of the purchase price to the fair value of the assets acquired at the date of acquisition: (in thousands) Sources of financing Cash $ 21,464 Note payable to sellers 11,668 Stock 25,831 Fair value of consideration 58,963 Pre-existing relationship, net liability to Kunde ( 5,900 ) Fair value of consideration 53,063 Assets acquired Accounts receivable, prepaid expenses and other current assets 858 Inventories 20,300 Land and vineyards 3,351 Buildings 15,524 Winery equipment 5,976 Trademarks 3,500 Customer relationships 3,300 Winery use permits 1,250 Current liabilities ( 4,562 ) Deferred tax liability ( 10,007 ) Total identifiable assets acquired 39,490 Goodwill $ 13,573 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is not deductible for tax purposes. The acquisition of Kunde resulted in the recognition of $ 13.6 million of goodwill. We believe this goodwill is attributable to our investment in synergies for expanding our brands in each of the three operating segments. In accordance with ASC 350, goodwill will not be amortized but rather will be tested for impairment at least annually. Intangible assets associated with the customer relationships acquired as a result of the Kunde acquisition is being amortized over their estimated useful life using the straight-line method of amortization, which materially approximates the distribution of the economic value of the identified intangible asset. Amortization of the acquired customer relationships was not significant to the consolidated statements of operations. Key assumptions in valuing the customer relationships utilizing the Excess Earning Method include (1) future cash flow projections, (2) a repeat business probability assumption of sixty percent ( 60 %), and (3) a discount rate of 19.0 %. Key assumptions in valuing the acquired trademarks and indefinite lived assets, using the relief-from-royalty method include (1) a royalty rate of 2.75 %, and (2) a discount rate of 19.0 %. The results of operations of Kunde for the period from the April 19, 2021 acquisition date through June 30, 2021, are included in the accompanying consolidated statements of operations since the acquisition date. Transaction costs associated with the acquisition were not significant. | 3. Business Combinations Acquisitions are accounted for as business combinations using the acquisition method of accounting. Assets acquired and liabilities assumed are measured at fair value and are effective at the date of acquisition. For business combinations, we record goodwill or gain on bargain purchase, which is the cost to purchase the business minus the fair value of the tangible assets, the intangible assets that can be identified, and the liabilities obtained in the purchase, if any. Goodwill recorded from business combinations is deductible for income tax purposes. Inventories are valued at net realizable value. Trademarks recorded related to certain business combinations are not amortized as each is considered to have an indefinite life. The fair value of the trademarks is estimated by applying an income approach. These fair value measurements are based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements. The Sommelier Company On June 22, 2021, we acquired the net assets of The Sommelier Company consisting of customer relationships, independent Sommelier relationships and brand trademarks, for total consideration of $ 12.0 million. Consideration transferred consisted of a cash payment of $ 8.0 million and contingent consideration up to of $ 4.0 million, whereby the Company will pay the seller three annual Earn-Out payments over three years, determined as a percentage of EBITDA. The following table summarizes the allocation of the purchase price to the fair value of the assets acquired at the date of acquisition: (in thousands) Sommelier Sources of financing Cash $ 8,000 Contingent consideration 4,000 Fair value of consideration 12,000 Assets acquired Customer relationships 1,500 Sommelier relationships 1,000 Trademark 600 Accrued liabilities ( 92 ) Total net assets acquired 3,008 Goodwill $ 8,992 Goodwill represents the excess of the purchase price over the fair value of the net intangible assets acquired. The acquisition of The Sommelier Company resulted in the recognition of approximately $ 9.0 million of goodwill. The Company believes this goodwill is attributable to its investment in synergies for expanding its reach in its direct-to-consumer and business-to-business customer base. In accordance with ASC 350, goodwill will not be amortized but rather will be tested for impairment at least annually. Intangible assets associated with the customer relationships and Sommelier relationships acquired as a result of the Sommelier acquisition are being amortized over their estimated useful life using the straight-line method of amortization, which materially approximates the distribution of the economic value of the identified intangible asset. Amortization of the customer relationships and Sommelier relationships was not significant to the consolidated statements of operations. Key assumptions in valuing the customer relationships utilizing an Income Approach, specifically the excess earnings method included (1) a discount rate of twenty percent ( 20 %), (2) an annual customer attrition rate of fifty percent ( 50 %), and contributory asset charges of three-point eight percent ( 3.8 %). Key assumptions in valuing the Sommelier relationships utilizing a Cost Approach, included (1) a replacement period of 5 years and (2) an annual return on investment of nineteen percent ( 19 %). Key assumptions in valuing the acquired trademarks and indefinite lived assets, using the Income Approach include (1) discount rate of nineteen percent ( 19 %) and (2) assumed pre-tax royalty rate of one point five percent ( 1.5 %). The results of operations of The Sommelier Company for the period from the June 22, 2021 acquisition date through June 30, 2021, are included in the accompanying consolidated statements of operations. Transaction costs associated with the acquisition were immaterial. Kunde Vineyards and Winery On April 19, 2021 , the Company acquired 100 % of the outstanding equity of Kunde Enterprise Inc. (“Kunde”) for total consideration, including amounts to acquire the combined 33.3 % ownership held by two of the Company stockholders, of which one is an executive officer of the Company, of approximately $ 53.0 million, net of pre-existing relationship net liabilities due to Kunde of $ 5.9 million. Kunde produces and sells premium Sonoma Valley varietal wines via the wholesale channel as well as internationally and locally through its tasting room, wine club, and internet site. In addition, Kunde provides wine storage, processing, and bottling services for other wineries, including the Company. The operations of Kunde align with those of the Company, providing for expanded synergies and growth through the acquisition. Kunde met the definition of a business, and therefore is accounted for as a business combination. Prior to the acquisition, effective January 1, 2021, the Company provided distribution and marketing services for Kunde products. (See Note 13). The $ 53.0 million purchase consideration was comprised of approximately $ 21.5 million of cash, approximately $ 11.7 million of notes payable to the sellers, and the issuance of 906,345 shares ( 2,589,507 shares retroactively restated giving effect to the recapitalization transaction discussed in Note 1) of the Company’s Series A stock, with a value of $ 25.8 million, which totaled $ 58.9 million less the release of pre-existing net liabilities between the Company and Kunde of $ 5.9 million. Two of the three notes payable issued to the sellers as purchase consideration have a stated interest rate of Prime plus 1.00 %, compounded quarterly, and mature on January 5, 2022, while the third note has a stated interest rate of 1.61%, compounded quarterly, and matures on December 31, 2021. To fund the cash portion of the purchase consideration, we utilized the April 2021 increase in the line of credit and delay draw term loan under the amended and restated loan and security agreement. (See Note 7). The following table summarizes the allocation of the purchase price to the fair value of the assets acquired at the date of acquisition: (in thousands) Kunde Vineyards and Winery Sources of financing Cash $ 21,464 Note payable to sellers 11,668 Stock 25,831 Fair value of consideration 58,963 Pre-existing relationship, net liability to Kunde ( 5,900 ) Fair value of consideration 53,063 Assets acquired Accounts receivable, prepaid expenses and other current assets 858 Inventories 20,300 Land and vineyards 3,351 Buildings 15,524 Winery equipment 5,976 Trademarks 3,500 Customer relationships 3,300 Winery use permit 1,250 Current liabilities ( 4,562 ) Deferred tax liability ( 10,214 ) Total net assets acquired 39,283 Goodwill $ 13,780 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is not deductible for tax purposes. The acquisition of Kunde resulted in the recognition of $ 13.8 million of goodwill. We believe this goodwill is attributable to our investment in synergies for expanding our brands in each of the three operating segments. In accordance with ASC 350, goodwill will not be amortized but rather will be tested for impairment at least annually. Intangible assets associated with the customer relationships acquired as a result of the Kunde acquisition is being amortized over their estimated useful life using the straight-line method of amortization, which materially approximates the distribution of the economic value of the identified intangible asset. Amortization of the acquired customer relationships was not significant to the consolidated statements of operations. Key assumptions in valuing the customer relationships utilizing the Excess Earning Method include (1) future cash flow projections, (2) a repeat business probability assumption of sixty percent ( 60 %), and (3) a discount rate of 19.0 %. Key assumptions in valuing the acquired trademarks and indefinite lived assets, using the relief-from-royalty method include (1) a royalty rate of 2.75 %, and (2) a discount rate of 19.0 %. The results of operations of Kunde for the period from the April 19, 2021 acquisition date through June 30, 2021, are included in the accompanying consolidated statements of operations since the acquisition date. Transaction costs associated with the acquisition were not significant. Pro-forma Condensed Consolidated Financial Information (Unaudited) The results of operations for Kunde and the estimated fair values of the assets acquired and liabilities assumed have been included in the Company’s consolidated financial statements since its respective date of acquisition. For the year ended June 30, 2021, and since the April 2021 date of its acquisition, Kunde contributed $ 2.1 million to the Company’s revenues and increased net income by $ 0.9 million. The unaudited pro forma financial information in the table below summarizes the combined results of the Company’s operations and those of Kunde for the periods shown as if the acquisition of Kunde had occurred on July 1, 2019. The unaudited pro forma financial information includes the business combination accounting effects of the acquisition, including amortization charges from acquired intangible assets. The unaudited pro forma financial information presented below is for informational purposes only, and is subject to a number of estimates, assumptions and other uncertainties. June 30, (in thousands) 2021 2020 Unaudited Unaudited Total pro forma revenues $ 233,215 $ 207,522 Pro forma net income (loss) $ 11,488 $ ( 7,617 ) Owen Roe Winery In September 2019, the Company acquired assets, including inventory, land, winery equipment and brand trademarks from Owen Roe Winery for total consideration of approximately $ 16.1 million. Consideration consisted of cash of approximately $ 15.1 million and contingent consideration of $ 1.0 million whereby we will pay the seller a fixed fee based on sales of the wine brands acquired for four years. The following table summarizes the allocation of the purchase price to the fair value of the assets acquired at the date of acquisition: (in thousands) Owen Roe Vineyards and Winery Sources of financing Cash $ 15,131 Contingent consideration 1,000 Fair value of consideration 16,131 Assets acquired Land 1,845 Vineyards 1,465 Buildings 2,852 Winery equipment 2,250 Inventories 7,189 Library wines contracts 200 Trademarks 320 Total assets acquired 16,121 Goodwill $ 10 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of Owen Roe resulted in the recognition of $ 10 thousand of goodwill. We believe this goodwill is attributable to our investment in synergies for expanding our brands in the wholesale market. In accordance with ASC 350, goodwill will no t be amortized but rather will be tested for impairment at least annually. Key assumptions in valuing the trademarks include (1) a royalty rate of 2.0 %, and (2) a discount rate of 28.0 %. The results of operations of Owen Roe for the period from the September 1, 2019 acquisition date through June 30, 2020, are included in the accompanying consolidated statements of operations. Transaction costs associated with the acquisition were approximately $ 61 thousand. |
Inventory
Inventory | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | ||
Inventory | 3. Inve ntory Inventory consists of the following: (in thousands) March 31, 2023 June 30, 2022 Bulk wine, spirits and cider $ 99,718 $ 89,038 Bottled wine, spirits and cider 78,650 85,905 Bottling and packaging supplies 19,448 16,328 Nonwine inventory 1,452 831 Total inventories $ 199,268 $ 192,102 For the three and nine months ended March 31, 2023 and 2022, the Company did no t recognize any impairment of inventory. During the three months ended March 31, 2023, the Company recorded an inventory writedown of $ 10.1 million to mark down $ 6.8 million related to bulk wine, $ 3.1 million related to finished goods, and $ 0.2 million related to dry goods to the lower of cost or market following the Company's decision to discontinue certain product lines, reduce SKUs and help improve warehouse efficiencies. For the nine months ended March 31, 2023 and fiscal year ended June 30, 2022, the Company's inventory balances are presented net of inventory reserves of $ 6.8 million and $ 5.1 million, respectively, for bulk wine, spirits and cider inventory, $ 4.5 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. | 4. Inventory Inventory consists of the following: (in thousands) June 30, 2022 June 30, 2021 Bulk wine, spirits and cider $ 89,038 $ 119,333 Bottled wine, spirits and cider 85,905 90,083 Bottling and packaging supplies 16,328 10,482 Nonwine inventory 831 1,247 Total inventories $ 192,102 $ 221,145 For the year ended June 30, 2022, the Company recorded a $ 19.1 million non-cash inventory write down. Specifically, the inventory write down related to physical inventory count adjustments of $ 12.4 million, $ 3.7 million related to the establishment of inventory reserves and $ 3.0 million related to the impact of additional remediation efforts. For the years ended June 30, 2022 and 2021, the Company's inventory balances are presented net of inventory reserves of $ 5.1 million and $ 0.1 million, respectively, for bulk wine, spirits and cider inventory, $ 1.8 million and $ 4.1 million, respectively, for bottled wine, spirits and cider inventory and $ 0.4 million and zero , respectively, for bottling and packaging supplies inventory. During the year ended June 30, 2021, we recognized impairment of $ 3.3 million on raw materials inventory. We received $ 3.0 million and $ 4.8 million in fiscal 2022 and fiscal 2021, respectively, in connection with litigation settlements for damaged inventory. |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Assets Held for Sale | 4. Assets Held for Sale During the period ended March 31, 2023, the Company had one asset group held for sale. The asset group relates to land and assumption of a land lease related to the Tamarack Cellars production facility. 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) March 31, 2023 Tamarack Cellars property, plant and equipment held for sale $ 1,168 Less accumulated depreciation and amortization ( 622 ) Total assets held for sale $ 547 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 as of June 30, 2022. During the three months ended March 31, 2023, the Company sold the Tenma Vineyard, which was held for sale as of December 31, 2022, for a sale price of $ 11 million. We recognized a gain on the sale of $ 6.1 million. This gain was recorded within loss (gain) on sale of property, plant and equipment on the accompanying condensed consolidated statement of operations and comprehensive income. On March 31, 2023, the Company sold certain Tamarack Cellars assets held for sale for a total selling price of $ 0.1 million. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 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) March 31, 2023 June 30, 2022 Buildings and improvements $ 146,581 $ 141,324 Land 26,079 36,215 Machinery and equipment 80,894 76,916 Cooperage 9,644 13,015 Vineyards 16,034 21,177 Furniture and fixtures 1,767 1,754 280,999 290,401 Less accumulated depreciation and amortization ( 76,893 ) ( 71,697 ) 204,106 218,704 Construction in progress 15,574 17,396 $ 219,680 $ 236,100 Depreciation and amortization expense related to property and equipment wa s $ 4.1 million and $ 6.0 million for the three months ended March 31, 2023 and 2022, respectively, and $ 11.4 million and $ 14.1 million for the nine months ended March 31, 2023 and 2022, respectively. | 5. Property, Plant and Equipment Property, plant and equipment consists of the following: (in thousands) June 30, 2022 June 30, 2021 Buildings and improvements $ 141,324 $ 129,288 Land 36,215 33,734 Machinery and equipment 76,916 58,227 Cooperage 13,015 10,551 Vineyards 21,177 21,364 Furniture and fixtures 1,754 1,343 290,401 254,507 Less accumulated depreciation and amortization ( 71,697 ) ( 52,791 ) 218,704 201,716 Construction in progress 17,396 11,957 $ 236,100 $ 213,673 Depreciation and amortization expense related to property and equipment was approximately $ 19.0 million and $ 11.3 million for the years ended June 30, 2022 and 2021 respectively. During the year ended June 30, 2020, we sold a vineyard for $ 35.2 million. As part of the transaction, we disposed of long-lived assets, including land, vineyards, and winery equipment, with a net book value of $ 20.7 million. Simultaneously, with the close of the transaction, we entered into a lease with the purchaser for 10 years , with options to extend the lease for two additional periods of ten years each . The sale of the land, vineyards, and winery equipment, and immediate leaseback of the facility qualified for sale-leaseback accounting. The lease was evaluated and classified as an operating lease. The gain on disposal of assets of $ 14.4 million was deferred and is being recognized over the 10-year lease as a reduction of rent expense over the life of the lease. We recognized $ 1.3 million and $ 1.3 million on property, plant, and equipment for the years ended June 30, 2022 and 2021, respectively, as a component of gain (loss) within income from operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill and Intangible Assets | 6. Goodwill and Intan gible Assets Goodwill The following is a rollforward of the Company's goodwill by segment: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Total Balance at June 30, 2022 $ 116,304 $ 29,666 $ 8,981 $ 154,951 Goodwill Impairment $ ( 116,304 ) $ - $ ( 8,981 ) $ ( 125,285 ) Balance at March 31, 2023 $ - $ 29,666 $ - $ 29,666 Our reporting units are the same as our reportable segments. We test our reporting units for impairment annually, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. During the three months ended December 31, 2022, we identified a number of goodwill impairment indicators that led us to conclude that an impairment test on goodwill was required to determine if the fair values of certain reporting units were below their carrying values. Most notably, revenue and earnings before income tax depreciation and amortization (EBITDA) for the second quarter (a historically strong quarter given the seasonal impact of holiday sales) fell short of projections. Additionally, we experienced increases in operational costs associated with higher cost of wine, freight and other supply chain items consistent with trends in the current economic environment. Both of these factors had a negative impact on our overall financial performance and led us to experience declining cash flows when compared to earlier quarter projections. Along with the continued market fluctuations, the Company's stock price continued to consistently decline during our second quarter of fiscal 2023. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows, income tax rates, discount rates, growth rates, and other market factors. If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, change, or if management’s expectations or plans otherwise change, then one or more of our reporting units might become impaired in the future. We utilized the discounted cash flow method under the income approach and the Guideline Public Company Method (GPCM) under the market approach to estimate the fair value of our reporting units. Some of the more significant assumptions inherent in estimating the fair values under the income approach include the estimated future annual net cash flows for each reporting unit (including net sales, cost of revenue, selling, general and administrative expense updated as of the end of the second quarter, depreciation and amortization, working capital, and capital expenditures), estimated growth rates, income tax rates, long-term growth rates, and a discount rate that appropriately reflects the risks inherent in each future cash flow stream. Under the GPCM approach, the significant assumptions include the consideration of stock price and financial metrics from guideline companies. As a result of our interim impairment test, we determined that the fair values of the Wholesale and Business-to-Business reporting units were less than their respective carrying amounts. We recognized a total impairment charge of $ 125.3 million as of and for the three months ended December 31, 2022, which consists of $ 116.3 million for Wholesale and $ 9.0 million for Business-to-Business and is included in goodwill impairment losses in the condensed consolidated statements of operations. Intangible Assets The following tables summarize other intangible assets by class: March 31, 2023 (in thousands) Gross Accumulated Impairment Losses Net Intangible Weighted Average Remaining Amortization Period (in years) Indefinite-life intangibles Trade names and trademarks $ 30,203 $ - $ ( 13,823 ) $ 16,380 N/A Winery use permits 6,750 - - 6,750 N/A Total Indefinite-life intangibles 36,953 - ( 13,823 ) 23,130 Definite-life intangibles Customer and Sommelier relationships 30,700 ( 9,727 ) - 20,973 3.8 Trade names and trademarks 1,900 ( 565 ) - 1,335 3.2 Total definite-life intangibles 32,600 ( 10,292 ) - 22,308 Total other intangible assets $ 69,553 $ ( 10,292 ) $ ( 13,823 ) $ 45,438 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 Our indefinite-lived intangible asset balance consists of trade names, trademarks and winery use permits, which had and aggregate carrying amount of $ 23.1 million as of March 31, 2023. We test our trade names, trademarks, and winery use permits for impairment annually, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a trade name, trademark or winery use permit is less than its carrying amount. As noted above in the goodwill section, there were events and circumstances which occurred during the second quarter ending December 31, 2022 that indicated that it was more likely than not that the fair values of certain of our trademarks may be below their carrying amounts. As such, we performed a quantitative impairment test on our indefinite-lived intangibles. We evaluated the Company's winery use permits and determined that there was no evidence as of December 31, 2022 to suggest that any of the permits associated with the land and facilities of a given property had been compromised or no longer held the value assigned on the date of the acquisition. The value of the winery use permits is based off of the various ways the winery property can be used in the Company’s operations and is therefore not solely dependent on the value of the trade name and forecasted sales of the wine currently produced on that particular property. We utilized the relief from royalty method under the income approach to estimate the fair value of our trade names and trademarks. Some of the more significant assumptions inherent in estimating the fair values include the estimated future annual net sales for each trademark and trade name, royalty rates (as a percentage of net sales that would hypothetically be charged by a licensor of the brand to an unrelated licensee), income tax considerations, long-term growth rates, and a discount rate that reflects the level of risk associated with the future cost savings attributable to the trade name or trademark. Based on the analysis performed, it was determined that the Company had a trade names and trademark impairment charge totaling $ 13.8 million, which consisted of $ 11.5 million related to Wholesale, $ 2.2 million related to Direct-to-Consumer, and $ 0.1 million related to Business-to-Business segments. The total impairment loss of $ 13.8 million consists primarily of $ 4.1 million and $ 3.7 million related to the Layer Cake and ACE trademarks, respectively. The impairment loss arose due to a continued decline in Layer Cake volume and a lower royalty rate use for assessing ACE trademark given management's expectations. The impairment loss is included in intangible asset impairment losses in the condensed consolidated statements of operations. The range of discount rates, long-term growth rates, EBITDA multiples and royalty rates we used to estimate the fair values of our reporting units (in relation to our goodwill impairment testing) and trademarks as of the December 31, 2022 impairment testing date for each reporting unit or trademark, were as follows: Discount Rate Long-Term Growth Rate EBITDA Multiple Royalty Rate Min Max Min Max Min Max Min Max Reporting units 13.5 % 14.0 % - 25.0 % 5.0 % 14.5 x 16 x Trademarks 15.0 % 15.0 % 3.0 % 5.0 % 1.5 % 2.0 % Amortization expense of definite-life intangibles w as $ 1.7 million and $ 1.7 million for the three months ended March 31, 2023 and 2022, respectively, and $ 5.1 million and $ 3.3 million for the nine months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, estimated future amortization expense for definite-lived assets is as follows: (in thousands) 2023 remaining $ 1,705 2024 6,811 2025 5,291 2026 4,527 Thereafter 3,974 Total estimated amortization expense $ 22,308 | 6. Goodwill and Intangible Assets The Company has three reporting units under which goodwill has been allocated. We completed our qualitative goodwill impairment analysis for our reporting units during the fourth quarter and concluded it was not more-likely-than-not that the fair value of the goodwill exceeded its carrying value and no further testing was required. The following is a rollforward of the Company’s goodwill by segment: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Total Balance at June 30, 2020 $ 85,940 $ 1,183 $ - $ 87,123 Kunde 2,868 10,167 745 13,780 Sommelier - 8,992 - 8,992 Balance at June 30, 2021 88,808 20,342 745 109,895 Vinesse - 9,477 - 9,477 ACE Cider 27,539 - - 27,539 Meier's - - 8,247 8,247 Measurement period adjustments ( 43 ) ( 153 ) ( 11 ) ( 207 ) Balance at June 30, 2022 $ 116,304 $ 29,666 $ 8,981 $ 154,951 As of June 30, 2022 and 2021, the gross goodwill balance and accumulated impairment losses a re $ 155.0 million and $ 109.9 m illion, and $ 246.0 thousand and $ 246.0 thousand, respectively. Intangible assets are comprised of indefinite and definite lived assets. The definite lived assets are amortized on a straight-line basis, which reflects the expected pattern in which the economic benefits of the intangible assets are being obtained, over an estimated useful life of three to six years . The components of finite-lived intangible assets, accumulated amortization, and indefinite-lived assets are as follows: 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 June 30, 2021 (in thousands) Gross Accumulated Net Intangible Weighted Average Remaining Amortization Period (in years) Indefinite-life intangibles Trade names and trademarks $ 23,229 $ - $ 23,229 N/A Winery use permits 6,750 - 6,750 N/A Total Indefinite-life intangibles 29,979 - 29,979 Definite-life intangibles Customer and Sommelier relationships 6,300 ( 200 ) 6,100 4.7 Total definite-life intangibles 6,300 ( 200 ) 6,100 Total other intangible assets $ 36,279 $ ( 200 ) $ 36,079 We recognized trademark impairments of zero and $ 1.1 million for the years ended June 30, 2022 and 2021, respectively, resulting from a decline in projected future cash inflows for specific trademarks. We estimate the fair value of our trademarks using the relief-from-royalty method. Impairment losses are recognized as a component of non-allocable costs in each applicable reporting period. Amortization expense of definite-lived intangible asse ts was $ 5.0 million a nd $ 0.1 million for the years ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the estimated future amortization expense for finite-lived intangible assets is as follows: (in thousands) 2023 $ 6,822 2024 6,811 2025 5,291 2026 4,527 Thereafter 3,973 Total estimated amortization expense $ 27,424 | 4. Goodwill and Intangible Assets Our goodwill of approximately $ 109.9 million and $ 87.1 million as of June 30, 2021 and 2020, represents the excess of purchase consideration over the fair value of assets acquired and liabilities assumed. We completed our qualitative goodwill impairment analysis for the wholesale and direct-to-consumer reporting units during the fourth quarters of each reporting period and concluded it was not more-likely-than-not that the fair value of the goodwill exceeded its carrying value and no further testing was required. The following is a rollforward of the Company’s goodwill by segment: (in thousands) Wholesale Direct to Business to Other/Non- Total Balance, June 30, 2019 $ 85,930 $ 1,183 $ - $ - $ 87,113 Owen Roe 10 - - - 10 Balance, June 30, 2020 85,940 1,183 - - 87,123 Kunde 2,868 10,167 745 13,780 Sommelier 8,992 8,992 Balance, June 30, 2021 $ 88,808 $ 20,342 $ 745 $ - $ 109,895 As of June 30, 2021 and 2020, the gross goodwill balance and accumulated impairment losses are $ 109.9 million and $ 87.1 million, and $ 246 thousand and $ 246 thousand, respectively. Intangibles assets are comprised of indefinite and definite lived assets. The definite lived assets are amortized on a straight-line basis, which reflects the expected pattern in which the economic benefits of the intangibles assets are being obtained, over an estimated useful life of five years . The components of finite-lived intangible assets, accumulated amortization, and indefinite-lived assets are as follows: As of June 30, 2021 (in thousands) Finite Lives Indefinite Lives Gross Accumulated Net Estimated Weighted Amount Total Trademarks $ - $ - $ - - n/a $ 23,229 $ 23,229 Winery use permits - - - - n/a 6,750 6,750 Customer and Sommelier relationships 6,300 ( 200 ) 6,100 5 4.7 - 6,100 Total $ 6,300 $ ( 200 ) $ 6,100 $ 29,979 $ 36,079 As of June 30, 2020 (in thousands) Finite Lives Indefinite Lives Gross Accumulated Net Estimated Weighted Amount Total Trademarks $ - $ - $ - - n/a $ 20,210 $ 20,210 Winery use permits - - - - n/a 5,500 5,500 Customer relationships 500 ( 100 ) 400 5 4 - 400 Total $ 500 $ ( 100 ) $ 400 $ 25,710 $ 26,110 We recognized trademark impairments of approximately $ 1.1 million and $ 1.3 million for the years ended June 30, 2021 and 2020, respectively, resulting from a decline in projected future cash inflows for specific trademarks. We estimate the fair value of our trademarks using the relief-from-royalty method. Impairment losses are recognized as a component of non-allocable costs in each applicable reporting period. Amortization expense related to customer relationships was $ 100 thousand for the years ended June 30, 2021 and June 30, 2020, respectively. Amortization expense related to the acquired Kunde customer relationships was immaterial for the year ended June 30, 2021. As of June 30, 2021, the estimated future amortization expense for finite-lived intangible assets is as follows: (in thousands) 2022 $ 1,260 2023 1,260 2024 1,260 2025 1,160 2026 1,160 Total estimated amortization expense $ 6,100 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
Payables and Accruals [Abstract] | ||
Accrued Liabilities | 7. Accrue d Liabilities The major classes of accrued liabilities are summarized as follows: (in thousands) March 31, 2023 June 30, 2022 Accrued purchases $ 12,499 $ 7,478 Accrued employee compensation 7,703 5,886 Other accrued expenses 5,247 7,115 Non related party accrued interest expense 623 429 Contingent consideration 3,979 2,204 Unearned Income 1,975 ( 949 ) Captive insurance liabilities 2,299 2,041 Total Accrued liabilities and other payables $ 34,325 $ 24,204 | 7. Accrued Liabilities The major classes of accrued liabilities are summarized as follows: (in thousands) June 30, 2022 June 30, 2021 Accrued purchases $ 7,478 $ 10,790 Accrued employee compensation 5,886 3,981 Other accrued expenses 7,115 6,754 Non related party accrued interest expense 429 202 Contingent consideration 2,204 2,151 Unearned Income ( 949 ) 1,200 Captive insurance liabilities 2,041 - Total Accrued liabilities and other payables $ 24,204 $ 25,078 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
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: March 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 9,805 $ - $ - $ 9,805 Interest rate swaps (1) - 7,539 - 7,539 Total $ 9,805 $ 7,539 $ - $ 17,344 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 5,492 $ 5,492 Total $ - $ - $ 5,492 $ 5,492 June 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 36,616 $ - $ - $ 36,616 Interest rate swaps (1) - 9,157 - 9,157 Total $ 36,616 $ 9,157 $ - $ 45,773 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 8,515 $ 8,515 Total $ - $ - $ 8,515 $ 8,515 (1) 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. (2) 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. On March 13, 2023, the Company entered into a termination agreement to terminate two interest rate swap agreements with notional amounts of $ 50,000,000 and $ 75,000,000 . As part of the termination, the Company realized a gain of $ 6.3 million that is included in net (loss) gain on interest rate swap agreements in the condensed consolidated statement of operations and comprehensive income (loss). The remaining balance included in this account represents the net unrealized gain (loss) on interest rate swaps. 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 ( 375 ) Change in fair value ( 2,648 ) Balance at March 31, 2023 5,492 Less: current portion ( 3,979 ) Long term portion $ 1,513 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. Our non-financial assets, such as goodwill, indefinite-lived intangible assets and long-lived assets are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominately on Level 3 inputs. | 8. Fair Value Measurements The following tables present assets and liabilities measured at fair value on a recurring basis: 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 June 30, 2021 (in thousands) Level 1 Level 2 Level 3 Total Money market funds $ 6,525 $ - $ - $ 6,525 Total $ 6,525 $ - $ - $ 6,525 Liabilities: Contingent consideration liabilities (1) $ - $ - $ 4,631 $ 4,631 Interest rate swaps (2) - 13,807 - 13,807 Total $ - $ 13,807 $ 4,631 $ 18,438 (1) We assess the fair value of contingent consideration to be settled in cash related to acquisitions using probability weighted models for the various contractual earn-outs. These are Level 3 measurements. Significant unobservable inputs used in the estimated fair values of these contingent consideration liabilities include probabilities of achieving customer related performance targets, specified sales milestones, consulting milestones, changes in unresolved claims, projected revenue or changes in discount rates. (2) The fair value of interest rate swaps is estimated using a discounted cash flow analysis that considers the expected future cash flows of each interest rate swap. This analysis reflects the contractual terms of the interest rate swap, including the remaining period to maturity, and uses market-corroborated Level 2 inputs, including forward interest rate curves and implied interest rate volatilities. The fair value of an interest rate swap is estimated by discounting future fixed cash payments against the discounted expected variable cash receipts. The variable cash receipts are estimated based on an expectation of future interest rates derived from forward interest rate curves. The fair value of an interest rate swap also incorporates credit valuation adjustments to reflect the non-performance risk of the Company and the respective counterparty. The following table provides a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): (in thousands) Contingent Balance at June 30, 2020 $ 1,641 Acquisitions 4,000 Payments ( 681 ) Change in fair value ( 329 ) Balance at June 30, 2021 4,631 Acquisitions 7,874 Payments ( 420 ) Change in fair value ( 3,570 ) Balance at June 30, 2022 8,515 Less: current portion ( 2,204 ) Long term portion $ 6,311 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 consolidated balance sheets. On June 22, 2021, we acquired the net assets of The Sommelier Company. Consideration transferred consisted of a cash payment of $ 8.0 million and contingent consideration of $ 4.0 million, whereby the Company would pay the seller three annual Earn-Out payments over three years, determined as a percentage of EBITDA. During the reporting period, management estimated the fair value of the contingent Earn-Out was $ 0.5 million, and adjusted the contingent consideration liability associated with the acquisition. | 5. Fair Value Measurements The following tables summarize assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and June 30, 2020: As of June 30, 2021 Fair Value Measurements (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 6,525 $ - $ - $ 6,525 Total $ 6,525 $ - $ - $ 6,525 Liabilities: Contingent consideration liabilities $ - $ - $ 4,631 $ 4,631 Interest rate swaps - 13,807 - 13,807 Total $ - $ 13,807 $ 4,631 $ 18,438 As of June 30, 2020 Fair Value Measurements (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration liabilities $ - $ - $ 1,641 $ 1,641 Interest rate swaps - 19,943 - 19,943 Total $ - $ 19,943 $ 1,641 $ 21,584 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 claim, projected revenue or changes in discount rates. The Earnout Shares have been excluded from the fair value table as they are equity classified and therefore are not subject to future fair value adjustments. (See Note 1) 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, 2019 $ 2,695 Acquisitions 1,000 Payments ( 1,019 ) Change in fair value ( 1,035 ) Balance at June 30, 2020 1,641 Acquisitions 4,000 Payments ( 555 ) Change in fair value 329 Balance at June 30, 2021 5,415 Less: current portion ( 2,153 ) Long term portion $ 3,262 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 consolidated balance sheets. |
Leases
Leases | 9 Months Ended |
Mar. 31, 2023 | |
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 less than one year to 10 year s. 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 Nine Months Ended (in thousands) March 31, 2023 March 31, 2023 Operating lease expense $ 1,807 $ 5,365 Finance lease expense Amortization of right-of-use assets 66 205 Interest on lease liabilities 8 25 Total finance lease expense 74 230 Variable lease expense 200 677 Short-term lease expense 28 98 Total lease expense $ 2,110 $ 6,370 The following table summarizes supplemental balance sheet items related to leases: (in thousands) March 31, 2023 Operating Leases Operating lease right-of-use assets $ 32,971 Current portion of operating lease liabilities 6,357 Long-term operating lease liabilities 27,695 Total operating lease liabilities 34,052 Finance Leases Finance lease right-of-use assets 624 Current portion of finance lease liabilities 286 Long-term finance lease liabilities 344 Total finance lease liabilities $ 630 The following table summarizes the weighted-average remaining lease term and discount rate: Weighted-average remaining lease term (in years) Operating leases 6.2 Finance leases 2.5 Weighted-average discount rate Operating leases 5.0 % Finance leases 5.0 % The minimum annual payments under our lease agreements as of March 31, 2023 are as follows: (in thousands) Operating Leases Finance Leases Remaining fiscal 2023 $ 1,326 $ 78 2024 6,943 309 2025 6,538 180 2026 6,512 96 2027 6,158 6 2028 and thereafter 12,122 - Total lease payments 39,599 669 Less imputed interest ( 5,547 ) ( 39 ) Present value of lease liabilities 34,052 630 Current portion of lease liabilities ( 6,357 ) ( 286 ) Total long term lease liabilities $ 27,695 $ 344 Note - 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. On December 15, 2022, we closed on a purchase and sale agreement to sell a portion of Laetitia Vineyard and Winery’s land and related vineyards to a third-party buyer for $ 8.7 million. Concurrent with the finalization of the sale, we entered into a lease agreement to lease back from the third-party buyer certain of the vineyards blocks sold. The rent, payable annually, on this two-year operating lease was deemed to be below market. Therefore, we recorded an off-market adjustment of $ 0.3 million which increased the initial measurement of the ROU asset for this lease and reduced the loss recognized on this sale. On March 31, 2023, the Company entered into a lease agreement with a third-party to lease a building beginning on April 1, 2023 for an initial term of 4 years at a monthly rate of $ 7,500 for the first year to be increased by 3 % each year. Concurrently with the lease, the Company sold certain equipment held at the leased premises for total consideration of $ 109 thousand. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | 6. Balance Sheet Components Inventory Inventory consists of the following at June 30, 2021 and June 30, 2020: June 30, (in thousands) 2021 2020 Bulk wine and spirits $ 119,333 $ 124,944 Bottled wine and spirits 90,083 68,684 Bottling and packaging supplies 10,482 11,798 Nonwine inventory 1,247 1,032 Total inventories $ 221,145 $ 206,458 During the year ended June 30, 2021 , we recognized impairment of inventory of $ 3.3 million associated with inventory damage caused by the 2020 Northern California wildfires. During the year ended June 30, 2020, we recognized an impairment of inventory of approximately $ 3.9 million associated with inventory damage caused by Northern California fires. In December 2020, we entered into a settlement agreement for $ 4.8 million in connection with the damaged inventory. Property and Equipment Property and equipment consists of the following at June 30, 2021 and June 30, 2020: June 30, (in thousands) 2021 2020 Buildings and improvements $ 129,288 $ 95,270 Land 33,734 31,330 Machinery and equipment 58,227 35,935 Cooperage 10,551 11,074 Vineyards 21,364 19,478 Furniture and equipment 1,343 1,157 254,507 194,244 Less accumulated depreciation and amortization ( 52,791 ) ( 44,568 ) 201,716 149,676 Construction in progress 11,957 12,497 $ 213,673 $ 162,173 Depreciation and amortization expense related to property and equipment was approximately $ 11.3 million and $ 11.7 million for the years ended June 30, 2021 and 2020, respectively. Candice Koederitz During the year ended June 30, 2020, we sold a vineyard for approximately $ 35.2 million. As part of the transaction, we disposed of long-lived assets, including land, vineyards, and winery equipment, with a net book value of approximately $ 20.7 million. Simultaneously, with the close of the transaction, we entered into a lease with the purchaser for 10 years , with options to extend the lease for two additional periods of ten years each . The sale of the land, vineyards, and winery equipment, and immediate leaseback of the facility qualified for sale-leaseback accounting. The lease was evaluated and classified as an operating lease. Given we were considered to retain more than a minor part, but less than substantially, all of the use of the property and the gain on disposal of assets of $ 14.4 million did not exceed the present value of the minimum lease payments over the lease term of approximately $ 21.0 million, the gain on disposal of assets of $ 14.4 million was deferred and is being recognized over the 10-year lease as a reduction of rent expense over the life of the lease. We recognized $ 1.3 million and $ 1.1 million for the years ended June 30, 2021 and 2020, respectively, as a component of gain (loss) on property, plant, and equipment within income from operations. Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following at June 30, 2021 and June 30, 2020: June 30, (in thousands) 2021 2020 Accrued purchases $ 10,790 $ 5,182 Accrued employee compensation 3,981 2,256 Other accrued expenses 6,754 2,308 Non related party accrued interest expense 112 1,442 Contingent consideration 2,151 967 Unearned Income 1,200 823 Accrued trade commissions 90 347 Total Accrued liabilities and other payables $ 25,078 $ 13,325 |
Line of Credit
Line of Credit | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Line of Credit Facility [Abstract] | ||
Line of Credit | 9. Line of Credit In July 2019, we executed a $ 335.0 million loan and security agreem ent. See Note 11. In cluded as a component of the $335.0 million loan and security agreement was a new accounts receivable and inventory revolving facility in an aggregate principal amount of up to $ 185.0 million. In November 2019, the allowable aggregate borrowings under the July 2019 revolving facility were increased to $ 200.0 million, thereby increasing the total permitted borrowing under the loan and security agreement to $ 350.0 million. The outstanding borrowings under the revolving facility accrue interest at a rate of LIBOR plus a range of 1.25 % - 1.75 %, based on average availability as defined in the loan and security agreement and have a maturity of July 2024 . In April 2021, we entered into an amended and restated loan and security agreement to increase the credit facility from an aggregate $ 350.0 million to $ 480.0 million consisting of an accounts receivable and inventory revolving facility up to $ 230.0 million, a term loan in a principal amount of up to $ 100.0 million, a capital expenditures facility in an aggregate principal of up to $ 50.0 million, and a delay draw term loan facility up to an aggregate of $ 100.0 million which was limited to an aggre gate 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 3.3 % and 4.0 % for the years ended June 30, 3022 and 2021, respectively . As of June 30, 2022 and 2021, the Comp any had $ 22.0 millio n and $ 125.0 million, respectively, available under the line of credit. In September 2021, the Company formed a wholly-owned captive insurance company. Upon the formation of the Captive, the Company was required to deposit $ 1.8 million into a restricted cash account as collateral for our captive insurance letter of credit. | 7. Line of Credit Through July 18, 2019, we had a $ 170.0 million revolving line of credit, with interest on outstanding draws at LIBOR plus 1.25 % to 1.50 %. Repayment terms called for monthly interest payments, with the entire balance, including all accrued interest, due and payable in July 2019. The line of credit was secured by substantially all the inventory and accounts receivable assets of the Company, and the borrowing base was determined by eligible accounts receivable and inventories, as defined in the agreement. The line of credit agreement required compliance with certain financial covenants and non-financial covenants. Subsequent to December 31, 2018, we were in default of certain non-financial covenants and obtained an amendment to the agreement that included a waiver for the events of default. The line of credit was repaid from the proceeds of a new credit facility issued on the same date of July 18, 2019. No fees were incurred or written-off in respect of the repayment as the line of credit expired on the date of repayment and all amounts capitalized had been fully amortized at that date. In July 2019, we executed a $ 335.0 million loan and security agreem ent (See Note 9). Included as a component of the $335.0 million loan and security agreement was a new accounts receivable and inventory revolving facility in an aggregate principal amount of up to $ 185.0 million. In November 2019, the allowable aggregate borrowings under the July 2019 revolving facility were increased to $ 200.0 million, thereby increasing the total permitted borrowing under the loan and security agreement to $ 350.0 million. The outstanding borrowings under the revolving facility accrue interest at a rate of LIBOR plus a range of 1.25 % - 1.75 %, based on average availability as defined in the loan and security agreement and have a maturity of July 2024 . As of April 13, 2021, we entered into an amended and restated loan and security agreement to increase the credit facility from an aggregate of $350.0 million to $ 480.0 million, consisting of an accounts receivable and inventory revolving facility up to $ 230.0 million, a term loan in a principal amount of up to $ 100.0 million, a capital expenditures facility in an aggregate principal of up to $ 50.0 million, and a new delay draw term loan facility up to an aggregate of $ 100.0 million. The effective interest rate under the revolving facility was 4.0 % and 2.21 % for the years ended June 30, 2021 and 2020, respectively. See Note 9. As of June 30, 2021 and 2020, the Company had approximately $ 125.0 million and $ 30.0 million, respectively, available under the line of credit. |
Interest Rate Swaps
Interest Rate Swaps | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Interest Rate Cash Flow Hedges [Abstract] | ||
Interest Rate Swaps | 10. Interest Rate Swaps In April 2021, we executed an agreement to amend and restate, in its entirety, the June 2018 interest rate swap with a fixed notional amount of $ 50.0 million, increasing the fixed notional amount to $ 75 .0 million at a fixed rate of 2.32 %. The agreement, effective April 25, 2021, called for monthly interest payments until the termination in June 2028 . The fair value of the $ 75.0 million swap agreement was an asse t of $ 2.0 mill ion and liability of $ 6.2 million at June 30, 2022 and 2021, respectively. In March 2020, we entered into two interest rate swap agreements with fixed notional amounts of $ 28.8 million and $ 46.8 million at a fixed rate of 0.77 % and 0.71 %, respectively. The agreement calls for monthly interest payments until termination in July 2026 and March 2025 , respectively. The fair value of the $ 28.8 million swap agreement was an asset of $ 2.3 million a nd liability of $ 0.2 million at June 30, 2022 and 2021, respectively. The fair value of the $ 46.8 million swap agreement was an asset of $ 2.7 million an d liability of $ 0.3 million at June 30, 2022 and 2021, respectively. In July 2019, in connection with the 2019 Loan and Security Agreement (see Note 11) , we transferred an interest rate swap agreement with a fixed notional amount of $ 20.0 million at a fixed rate of 2.99 % dated June 2018, to our new lender. Shortly thereafter, the interest rate swap of $ 20.0 million was amended and restated in its entirety to increase the notional amount to $ 50.0 million at a fixed rate of 2.34 %. The agreement calls for monthly interest payments until termination in July 2026 . The fair value of the 2019 swap agreement was an asset o f $ 1.0 m illion and liability of $ 3.7 million at June 30, 2022 and 2021, respectively. In May 2019, we entered into an interest rate swap agreement, with a fixed notional amount of $ 50.0 million at a fixed rate of 2.25 %. The agreement calls for monthly interest payments until termination in May 2026 . The fair value of the swap agreement was an ass et of $ 1.1 million and liability of $ 3.4 million at June 30, 2022 and 2021, respectively. Interest rate swaps consisted of the following: (in thousands) Fixed Notional Amount Fixed Interest Fair Value Asset (Liability) Date of Agreement June 30, 2022 June 30, 2021 Rate Termination Date 2022 2021 April 2021 $ 75,000 $ 75,000 2.32 % June 2028 $ 2,046 $ ( 6,231 ) March 2020 $ 28,800 $ 28,800 0.78 % July 2026 $ 2,282 $ ( 191 ) March 2020 $ 46,800 $ 46,800 0.71 % March 2025 $ 2,748 $ ( 280 ) July 2019 $ 50,000 $ 50,000 2.34 % July 2026 $ 971 $ ( 3,699 ) May 2019 $ 50,000 $ 50,000 2.25 % May 2026 $ 1,110 $ ( 3,406 ) $ 9,157 $ ( 13,807 ) The Company records the changes in fair value in a separate line item in the consolidated statements of operations. | 8. Interest Rate Swaps In April 2021, we executed an agreement to amend and restate, in its entirety, the June 2018 interest rate swap with a fixed notional amount of $ 50.0 million, increasing the fixed notional amount to $ 75.0 million at a fixed rate of 2.32 %. The agreement, effective April 25, 2021, called for monthly interest payments until the termination in June 2028 . The fair value of the $ 75.0 million swap agreement was a liability of $ 6.2 million at June 30, 2021. In March 2020, we entered into two interest rate swap agreements with fixed notional amounts of $ 28.8 million and $ 46.8 million at a fixed rate of 0.77 % and 0.71 %, respectively. The agreement calls for monthly interest payments until termination in July 2026 and March 2025 , respectiv ely. The fair value of the $ 28.8 million swap agreement was a liability of $ 191 thousand and $ 817 thousand at June 30, 2021 and 2020, respectively. The fair value of the $ 46.8 million swap agreement was a liability of $ 280 thousand and $ 1.1 million at June 30, 2021 and 2020, respectively. In July 2019, in connection with the 2019 Loan and Security Agreement (See Note 9) , we transferred an interest rate swap agreement with a fixed notional amount of $ 20.0 million at a fixed rate of 2.99 % dated June 2018, to our new lender. Shortly thereafter, the interest rate swap of $ 20.0 million was amended and restated in its entirety to increase the notional amount to $ 50.0 million at a fixed rate of 2.34 %. The agreement calls for monthly interest payments until termination in July 2026 . The fair value of the 2019 swap agreement was a liability of $ 3.7 million and $ 6.0 million at June 30, 2021 and 2020, respectively. In May 2019, we entered into an interest rate swap agreement, with a fixed notional amount of $ 50.0 million at a fixed rate of 2.25 %. The agreement calls for monthly interest payments until termination in May 2026 . The fair value of the swap agreement was a liability of $ 3.4 million and $ 5.6 million at June 30, 2021 and 2020, respectively. In June 2018, we entered into two interest rate swap agreements, with fixed notional amounts of $ 50.0 million and $ 20.0 million, at a fixed rate of 2.92 % and 2.99 %, respectively. The agreements call for monthly interest payments until termination in June 2025 . The fair value of the $ 50.0 swap agreement resulted in liabilities of none and $ 6.5 million at June 30, 2021 and 2020, respectively. The fair value of the $ 20.0 million swap agreement resulted in liabilities of $ 1.5 million at June 30, 2020. The $ 20.0 million swap agreement was transferred to its new lender in July 2019. Interest rate swaps consisted of the following as of June 30, 2021 and 2020: Fixed Notional Amount Fair Value Liability (in thousands) June 30, June 30, Date of agreement 2021 2020 Fixed Interest Rate Termination Date 2021 2020 April 2021 $ 75,000 $ - 2.32 % June 2028 $ 6,231 $ - March 2020 $ 28,800 $ 28,800 0.78 % July 2026 191 817 March 2020 $ 46,800 $ 46,800 0.71 % March 2025 280 1,089 July 2019 $ 50,000 $ 50,000 2.34 % July 2026 3,699 5,956 May 2019 $ 50,000 $ 50,000 2.25 % May 2026 3,406 5,568 June 2018 $ - $ 50,000 2.34 % June 2025 - 6,513 $ 13,807 $ 19,943 |
Long-Term and Other Short-Term
Long-Term and Other Short-Term Borrowings | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
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) March 31, 2023 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; secured by specific assets of the Company. Extinguished and refinanced in December 2022. - 76,792 Note to a bank with one month interest at SOFR ( 4.87 %) at March 31, 2023 plus 2.35 %; payable in quarterly installments of $ 1,454 principal with applicable interest; matures in December 2027; secured by specific assets of the Company. 143,986 - Capital expenditures borrowings payable at LIBOR ( 0.50 %) at September 30, 2022 plus 1.75 %, payable in quarterly installments of $ 1,077 at September 30, 2022. Extinguished and refinanced in December 2022. - 40,776 Capital expenditures borrowings payable at SOFR ( 4.87 %) at March 31, 2023 plus 2.35 %, payable in quarterly installments of $ 801 with draw expiring June 2027. 13,564 - Equipment Term Loan payable at SOFR ( 4.87 %) at March 31, 2023 plus 2.35 %, payable in quarterly installments of $ 250 with draw expiring December 2026. 3,682 - Note to a bank with interest fixed at 3.6 %, payable in monthly installments of $ 60 principal with applicable interest; matures in April 2023 . 60 593 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with March 2024 . 719 1,246 Note to a bank with interest fixed at 7.50 %, payable in monthly installments of $ 61 principal with April 2026 . 1,972 - 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. Extinguished and refinanced in December 2022. - 65,882 Delayed Draw Term Loan ("DDTL") with interest at SOFR ( 4.87 %) at March 31, 2023 plus 2.35 %, payable in quarterly installments of $ 818 . Matures in December 2027 . 29,000 - Note to a bank with interest fixed at 11.84 %, payable in monthly installments of $ 1 principal with April 2029 . 49 - 193,032 185,289 Less current maturities ( 191,580 ) ( 14,909 ) Less unamortized deferred financing costs ( 1,452 ) ( 1,285 ) $ - $ 169,095 Line of Credit In April 2021, we entered into an amended and restated loan and security agreement (the “Amended and Restated Loan and Security Agreement”) to increase the credit facility to $ 480.0 million consisting of an accounts receivable and inventory revolving facility up to $ 230.0 million, a term loan in a principal amount of up to $ 100.0 million, a capital expenditures facility in an aggregate principal of up to $ 50.0 million, and a delay draw term loan facility up to an aggregate of $ 100.0 million which was limited to an aggregate of $ 55.0 million. On November 8, 2022, we amended the amended and restated loan and security agreement 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. On December 13, 2022, we entered into a second amended and restated loan and security agreement (the “Second A&R Loan and Security Agreement”), which further amended and restated the Amended and Restated Loan and Security Agreement and provides credit facilities totaling up to $ 458.4 million. The credit facilities under the Second A&R Loan and Security Agreement consist of: (i) a term loan facility in the principal amount of approximately $ 156.5 million (the “Term Loan Facility”), (ii) an accounts receivable and inventory revolving facility in the principal amount of approximately $ 229.7 million with a letter of credit sub-facility in the aggregate availability amount of $ 20.0 million (the “Revolving Facility”), (iii) an equipment loan facility in the principal amount of approximately $ 4.2 million (the “Equipment Loan”), (iv) a capital expenditure facility in the principal amount of approximately $ 15.2 million (the “Capex Facility”) and (v) a delayed draw term loan facility in the principal amount of approximately $ 52.9 million (amounts are available to be drawn through December 13, 2023) (the “DDTL Facility”, and, together with the Term Loan Facility, the Revolving Facility, the Equipment Loan and the Capex Facility, the “Credit Facilities”). Concurrent with the closing of the Second A&R Loan and Security Agreement, we executed a draw of approximately $ 154.6 million on the Term Loan Facility, $ 125.0 million on the Revolving Facility, $ 4.2 million on the Equipment Loan, $ 15.2 million on the Capex Facility and $ 30.6 million on the DDTL Facility. The proceeds from the loan were used to, among other things, pay down outstanding amounts of under the Company’s existing credit facilities including the Amended and Restated Loan and Security Agreement. The Term Loan Facility matures on December 13, 2027 , and the Second A&R Loan and Security Agreement extends the maturities of the other credit facilities as follows: (i) the Revolving Facility matures on December 13, 2027 , (ii) the Equipment Loan matures on December 31, 2026 , (iii) the Capex Facility matures on June 30, 2027 and (iv) the DDTL Facility matures on December 13, 2027 . The refinancing of the Second A&R Loan and Security Agreement was evaluated in accordance with ASC 470-50, Modifications and Extinguishments on a lender-by-lender basis. Certain lenders did not participate in the refinancing and the repayment of their related outstanding debt balances has been accounted for as an extinguishment of debt. Proceeds of borrowings from new lenders were accounted for as a new debt financing. The Company recorded a loss on extinguishment of debt of $ 0.5 million in the accompanying consolidated statement of operations and comprehensive income. For the remainder of the lenders, this transaction was accounted for as a modification because the difference between present value of the cash flows under the terms of the modified agreement (the Second A&R Loan and Security Agreement) and the present value of the cash flows under terms of the original agreement was less than 10% on a lender-by-lender basis. Jonathan Sebastiani As part of the refinancing of the Term Loan Facility, the Company incurred various costs of $ 2.3 million, including a $ 0.5 million original issue discount and $ 1.9 million in third-party debt issuance costs. As part of the refinancing of the Revolving Facility, the Company incurred various costs of $ 2.6 million, including a $ 0.5 million original issue discount and $ 2.1 million in third-party debt issuance costs. Regularly scheduled principal repayments of the Credit Facilities (other than the Revolving Facility) are payable on a quarterly basis as follows: (i) with respect to the Term Loan Facility, an amount equal to the original principal amount of the Term Loan Facility multiplied by 1/100 th , (ii) with respect to the Equipment Loan, an amount equal to $ 0.2 million, (iii) with respect to the Capex Facility, an amount equal to $ 0.8 million, and (iv) with respect to the DDTL Facility, an amount equal to the original principal amount of the DDTL Facility multiplied by 1/28 th with respect to delayed draw term loans used to purchase equipment and 1/100 th with respect to delayed draw term loans used to purchase real estate. Repayment of the Revolving Facility is required if the borrowing base (as defined in the Second A&R Loan and Security Agreement) does not support the amount of borrowing under the Revolving Facility. Any unpaid principal, interest and other amounts owing with respect to any Credit Facility is due at maturity of such Credit Facility. Borrowings under the Credit Facilities bear interest at a rate per annum equal to, at the Company’s option, either (a) a Term Secured Overnight Financing rate “SOFR” for the applicable interest period relevant to such borrowing, plus a market-determined credit spread adjustment depending on such interest period ( 0.10 % for one-month; 0.15 % for three-months; and 0.25 % for six-months), plus an applicable margin ( 2.25 % for the Credit Facilities other than the Revolving Facility; for the Revolving Facility the applicable margin is based on a range of 1.50 %- 2.00 % depending on average borrowing availability under the Credit Facilities) or (b) an Adjusted Base Rate, or ABR, determined by reference to the highest of (i) Federal Funds Rate plus 0.50 %, (ii) the rate of interest established by the lender acting as the administrative agent as its “prime rate” and (iii) the Term SOFR for a one-month term in effect on that day plus 1.0 % plus a market-determined credit spread adjustment of 0.10 %, plus, in each case, an applicable margin ( 1.25 % for the Credit Facilities other than the Revolving Facility; depending on average availability for the Revolving Facility, with the initial applicable margin for the Revolving Facility being 1.00 %). The Company is currently in the process of amending our interest rate swap agreements to conform with the Credit Facilities. We do not expect the impact of these amendments to have a material impact on the Credit Facilities' interest rates. In addition, the Second A&R Loan and Security Agreement and related loan documents provide for recurring fees with respect to the Credit Facilities, including (i) a fee for the unused commitments of the lenders under the Term Loan Facility, the Revolving Facility and the DDTL Facility, payable quarterly, accruing at a rate equal to 0.25 % per annum with respect to the Term Loan Facility and the DDTL Facility and a rate within the range of 0.15 %- 0.20 % per annum with respect to the Revolving Facility depending on average availability under the Revolving Facility (ii) letter of credit fees (which vary depending on the applicable margin rate based on the average availability under the Revolving Facility), fronting fees and processing fees to each issuing bank and (iii) administration fees. The Credit Facilities are secured by substantially all of the assets of the Company. Additionally, the Second A&R Loan and Security Agreement includes customary representations and warranties, affirmative and negative covenants, financial covenants and certain other amendments, including, without limitation, (i) a minimum fixed charge coverage ratio (based on trailing twelve-month EBITDA adjusted for capital expenditures, taxes and certain other items) of 1.10:1.00 measured on a rolling four quarter basis provided that the minimum capital expenditure amount for purposes of calculating the fixed charge coverage ratio will increase by $ 175.0 thousand per quarter until it reaches $ 1.5 million, (ii) the addition of a maximum debt to capitalization ratio covenant, initially set at 0.60:1.00 for each quarter until December 31, 2023 and stepping down to 0.575:1.00 for each quarter until March 31, 2024 and 0.55:1.00 for each quarter until December 31, 2024 and thereafter, (iii) certain new EBITDA addbacks (and one historical EBITDA deduction in the amount of approximately $ 1.4 million for the quarter ended September 30, 2022) and (iv) certain amendments to the conditions for permitted acquisitions and accordion increases. The Company anticipates using the proceeds of the Credit Facilities for working capital and general corporate purposes, purchases of real estate (including vineyards) and equipment and paying down outstanding balances on the credit facilities. The effective interest rate under the revolving facility was 6.7 % and 3.1 % as of March 31, 2023 and 2022, respectively. The Company had $ 46.2 million and $ 22 million available under the line of credit as of March 31, 2023 and June 30, 2022, respectively. On February 13, 2023, we amended the Second A&R Loan and Security Agreement to revise the deadline for submitting our December 31, 2022 consolidated financial statements to 90 days after the period end. On March 31, 2023, we amended the Second A&R Loan and Security Agreement to revise the deadline for submitting our December 31, 2022 consolidated financial statements to 120 days after the period end. On May 9, 2023, we amended the Second A&R Loan and Security Agreement to revise the definition and calculation of certain financial covenants as of March 31, 2023. The amendment revised the definition of Adjusted EBITDA (as defined in the Second A&R Loan and Security Agreement) as utilized in the fixed charge coverage ratio calculation to allow certain addbacks to Adjusted EBITDA. Due to the amendment, at March 31, 2023, the Company believes it is in compliance with the covenants contained in the Second A&R Loan and Security Agreement. However, the Company cannot provide assurances that it will remain in compliance in future periods, which would represent an event of default, which if not waived, can result in the potential acceleration of outstanding debt thereunder. The Company is currently engaged in active negotiations with our lender in order to amend the definition of the minimum fixed charge coverage ratio to allow the Company to remain in compliance with the covenants contained in the Second A&R Loan and Security Agreement in subsequent periods. Absent an amendment or waiver, the debt could be called by the lender and as such, the Company has classified all outstanding debt as current on our consolidated balance sheet as of March 31, 2023. | 11. Long-Term and Other Short-Term Borrowings The following table summarizes long-term and other short-term obligations: June 30, (in thousands) 2022 2021 Note to a bank with interest at LIBOR ( 1.76 %) at June 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. $ 76,792 $ 81,055 Capital expenditures borrowings payable at LIBOR plus 1.75 %, payable in quarterly installments of $ 1,077 , rolled into capital expenditures payable at Alternate Base Rate (ABR) ( 3.25 % at June 30, 2021) plus 0.75 %. At July 26, 2021 Bank of the West converted capital expenditures payable back to Libor ( 0.50 %) plus 1.75 % to align with Company Swaps with draw expiring July, 2026. 40,776 45,084 Note to a bank with interest fixed at 3.6 %, payable in monthly installments of $ 60 principal with applicable interest; matures in April 2023 . 593 1,227 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with applicable interest; matures in March 2024 . 1,246 1,876 Delayed Draw Term Loan ("DDTL") with interest at LIBOR ( 2.32 %) at June 2022 plus 1.75 %, payable in quarterly installments of $ 1,260 starting March 2022. Matures in July 2024 . 65,882 29,250 DDTL with ABR ( 4.00 % at December 2021). Matures in July 2024. Interest only through draw period. No interest payments in fiscal year 2021 (Consolidated into the DDTL above in fiscal 2022). - 37,892 Short term unsecured promissory note; principal and interest payable upon maturity with interest at the prime rate plus 1.00 %; matures in January 2022; paid April 7, 2022. - 2,917 Short term unsecured promissory note; principal and interest payable upon maturity with interest at the prime rate plus 1.00 %; matures in January 2022; paid April 7, 2022. - 2,917 Short term unsecured promissory note; principal and interest payable upon maturity with interest at 1.06 %; matured December 31, 2021, paid January 3, 2022. - 5,834 185,289 208,052 Less current maturities ( 14,909 ) ( 22,964 ) Less unamortized deferred financing costs ( 1,285 ) ( 1,547 ) $ 169,095 $ 183,541 Loan and Security Agreement In April 2021, we entered into an amended and restated loan and security agreement to increase the credit facility from an aggregate $ 350.0 million to $ 480.0 million consisting of an account s 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. All other terms of the original agreement generally remain the same. Upon consummation of the merger transaction, the requirements of the delayed draw term loan were met. We accounted for the amendments as a debt modification in accordance with the Accounting Standards Codification (“ASC”) 470-50, Modifications and Extinguishments. As a result, the amortization period on the debt issuance costs was extended to the new April 13, 2026 maturity date. Concurrent with the amendment, we executed approximately a $ 29.3 million draw on the delayed draw term loan facility. Proceeds from the loan were used to pay down $ 10.8 million and $ 12.1 million of the existing term loan and outstanding line of credit, respectively, deposit cash of $ 4.8 million into a restricted cash collateral account, and pay bank fees and third party expenses associated with the amendment. The loans bear interest at a rate of 1.75 % above LIBOR, while the revolving facility bears interest at rates ranging from 1.25 % to 1.75 % above LIBOR depending upon the ratio of certain of the company’s assets to the amount borrowed. In connection with the April 2021 Loan and Security Agreement, we also entered into a Deposit Control Agreement which required $ 4.8 million of the total cash received upon amendment to be placed into a restricted cash collateral account. Funds within this account are subject to release upon the completion of certain construction work associated at the Ray’s Station production facility. Paycheck Protection Program Our $ 6.5 million Paycheck Protection Program loan (the “PPP Loan”), under Division A, Title I of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act on April 14, 2020, required monthly amortized principal and interest payments to begin six months after the date of disbursement. In October 2020, the deferral period associated with the monthly payments was extended from six to ten months. While the PPP Loan had a two-year maturity, the amended law permitted the borrower to request a five-year maturity from its lender. Under the terms of the CARES Act, as amended by the Paycheck Protection Program Flexibility Act of 2020, we were eligible to apply for and received forgiveness for all or a portion of the PPP Loan. Such forgiveness was determined, subject to limitations, based on the use of loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”), and on the maintenance of employee and compensation levels during the twenty-four week period following the funding of the PPP Loan. The proceeds, and related accrued interest, had been accounted for as debt in accordance with ASC 470— Debt. On June 25, 2021, we received notification from the Small Business Association that our Forgiveness Application of the PPP Loan and accrued interest, totaling approximately $ 6.6 million, was approved in full, and we had no further obligations related to the PPP Loan. Accordingly, we recorded a gain on the forgiveness of the PPP Loan. Kunde In connection with the acquisition of Kunde (see Note 3), w e issued unsecured promissory notes to the selling Kunde shareholders totaling $ 11.7 million. Two of the three notes payable issued to the sellers as purchase consideration have a stated interest rate of Prime plus 1.00 %, compounded quarterly, and mature on January 5, 2022, while the third note has a stated interest rate of 1.06 %, compounded quarterly, and matures on December 31, 2021 Terms of the note allow for full or partial prepayment without penalty and is due in full, along with accrued interest, upon an event of default as defined by the agreement. During the period of default, the interest rate on any then outstanding balance increases to four (4) percent under two notes totaling $ 5.8 million and ten (10) percent on the third note until the outstanding obligation is paid in full. Upon any liquidity event of the Company, the entire outstanding balance of principal and interest of the outstanding notes automatically becomes due and payable. The three short-term unsecured promissory notes were paid in full during fiscal 2022. As referenced above, certain notes in long term debt require compliance with financial and non-financial covenants including, among other things, covenants limiting our ability to incur certain indebtedness, limitations on disposition of assets, engage in mergers and consolidations, make acquisitions or other investments and make changes in the nature of the business. Additionally, the Loan and Security Agreement also requires us to maintain a certain fixed charge coverage ratio. The Company was in compliance with these covenants as of June 30, 2022. Maturities of Long-Term and Other Short-Term Borrowings Maturities of long-term and other short-term borrowings for succeeding years are as follows: Year ending June 30, 2023 $ 14,909 2024 14,152 2025 64,372 2026 8,571 2027 83,285 $ 185,289 | 9. Long-Term and Other Short-Term Borrowings The following table summarizes long-term and other short-term obligations as of June 30, 2021 and 2020: June 30, (in thousands) 2021 2020 Secured subordinate convertible promissory note; payable in annual installments of $ 4,750,000 with interest at the prime rate; matures in January 2022 ; secured by the assets of the Company; subordinated to the loan and security agreement $ - $ 9,500 Unsecured promissory note; payable in annual installments of $ 875,000 with interest at the prime rate plus 1.00 %; paid in full in January 2021 ; subordinated to line of credit - 875 Note to a bank with interest at LIBOR ( 0.86 % at June 30, 2021) plus 1.75 %; payable in quarterly installments of $ 1,179,800 principal with applicable interest; matures in September 2026 ; secured by specific assets of the Company. Loan amended April 2021, quarterly payments of $ 1,065,807 reduced from $1,179,800 starting June 2021. Revised maturity date July 2026 81,055 96,461 Capital expenditures borrowings, payable during draw periods in monthly interest payments at Alternate Base Rate (ABR) ( 4 % at June 30, 2021) with draw expiring July 2026 45,084 16,174 Capital expenditures borrowing, payable during draw periods in monthly interest payments at LIBOR plus 1.75 % with draw period expiring in July 2022 . Capital expenditures borrowings rolled into ABR capital expenditures borrowings. - 28,757 Note to a bank with interest fixed at 3.60 %, payable in monthly installments of $ 60,333 principal with applicable interest; matures in April 2023 1,227 1,836 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 60,825 principal with applicable interest; matures in March 2024 1,876 - Unsecured note to a bank, under the Paycheck Protection Program offered by the Small Business Administration, with an interest rate of 1.00 %; matures in April 2022 . - 6,525 Delayed Draw Term Loan ("DDTL") with interest at LIBOR plus 1.84 %. Matures in July 2024 . Interest only through draw period ending April 2022. 29,250 - DDTL with ABR ( 4.00 % at June 30, 2021). Matures in July 2024. Interest only through draw period ending May 2022. No interest payments in fiscal year 2021. 37,892 - Short term unsecured promissory note; principal and interest payable upon maturity with interest at the prime rate plus 1.00 %; matures in January 2022 ; 2,917 Short term unsecured promissory note; principal and interest payable upon maturity with interest at the prime rate plus 1.00 %; matures in January 2022 ; 2,917 Short term unsecured promissory note; principal and interest payable upon maturity with interest at 1.06 %; matures in December 31 2021; 5,834 208,052 160,128 Less current maturities ( 22,964 ) ( 16,298 ) Less unamortized deferred financing costs ( 1,547 ) ( 791 ) $ 183,541 $ 143,039 Loan and Security Agreement During the year ended June 30, 2020, we entered into a $ 350.0 million loan and security agreement, as amended. This consisted of an accounts receivable and inventory revolving facility in an aggregate principal amount of $ 200.0 million (see Note 7), a term loan in a principal amount of up to $ 100.0 million, and a capital expenditure facility in an aggregate principal amount of up to $ 50.0 million. Proceeds from the credit facility paid down existing loans payable of approximately $ 90.1 million, repaid the line of credit maturing in July 2019 , of approximately $ 156.2 million, and paid loan fees of approximately $ 0.3 million. In July 2019, we novated the Interest Rate Swap Agreement of $ 20.0 million at a fixed rate of 2.99 %. The novation created a new swap agreement while cancelling the original agreement. See Note 8. A portion of the financing in July 2019 was considered to be a modification of prior existing debt. Lender fees in an amount of approximately $ 0.7 million and third-party costs of approximately $ 0.5 million were recognized and treated either as a reduction in the carrying value of the debt (in respect of term loans and capital expenditure loans) or as an asset in our consolidated balance sheet (in respect of the revolving facility). These amounts recognized were being amortized over a period of five years in respect of the revolving facility and seven years in respect of the term loan and capital expenditure facility. In addition, as part of the debt modification, we recognized deferred financing costs of approximately $ 0.1 million. As of April 13, 2021, we entered into an amended and restated loan and security agreement to increase the credit facility from an aggregate of $ 350.0 million to $ 480.0 million consisting of an accounts receivable and inventory revolving facility up to $ 230.0 million (see Note 7), 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 new delayed draw term loan facility up to an aggregate of $ 100.0 million which was limited to an aggregate of $ 55.0 million upon merger (See Note 2) . All other terms of the original agreement generally remain the same. We accounted for the amendments as a debt modification in accordance with the Accounting Standards Codification (“ASC”) 470-50, Modifications and Extinguishments. As a result, the amortization period on the debt issuance costs was extended to the new April 13, 2026 maturity date. Concurrent with the amendment, we executed approximately a $ 29.3 million draw on the delayed draw term loan facility. Proceeds from the new loan were used to pay down $ 10.8 million and $ 12.1 million of the existing term loan and outstanding line of credit, respectively, deposit cash of $ 4.8 million into a restricted cash collateral account, and pay bank fees and third party expenses associated with the amendment . The loans bear interest at a rate of 1.75 % above LIBOR, while the revolving facility bears interest at rates ranging from 1.25 % to 1.75 % above LIBOR depending upon the ratio of certain of the company’s assets to the amount borrowed. In connection with the April 2021 Loan and Security Agreement, we also entered into a Deposit Control Agreement which required $ 4.8 million of the total cash received upon amendment to be placed into a restricted cash collateral account. Funds within this account are subject to release upon the completion of certain construction work associated at the Ray’s Station production facility. Convertible Notes On January 2, 2018, as purchase consideration in the January 2, 2018 acquisition of One True Vine, we issued a secured convertible promissory note to the sellers (the “2018 Convertible Note”) equal to $ 19.0 million. The 2018 Convertible Note accrued interest at a rate equal to Prime which was adjusted on each six-month anniversary of the issuance date. Under the terms of the 2018 Convertible Note, the outstanding principal and accrued interest were subject to repayments either through the defined repayment schedule of four annual equal installments of principal and unpaid interest on the annual anniversary of the note, prepayments, or optional conversion to convert all or part of any regularity scheduled principal installment starting with the second principal installment or upon the occurrence of any liquidity event. Absent the election to convert upon the occurrence of a liquidity event, inclusive of change of control as defined in the agreement, the entire then outstanding principal amount plus accrued interest would have been required to be paid no later than five business days following the event. Conversion of the note was effective as of the date upon which the liquidity event is consummated or the applicable payment date. The per share exercise price with respect to the conversion of all or part of the note was equal to the price per share of our then most recent v aluation determined for the purpose of our employee option pool. Upon the occurrence of any event of default, all accrued but unpaid interest and principal is due and payable, plus would incur an increase in the interest rate of four percent ( 4 %) per annum calculated from the due date until payment in full. The obligation of the note was secured by our assets and was subordinate to the outstanding debt under our credit facility wi th Bank of the West. On May 6, 2021, the holder of the outstanding secured convertible promissory note elected to convert the outstanding balance of approximately $ 4.8 million and, as a result of negotiations between parties, accrued interest of $ 67 thousand, resulting in the issuance of 233,862 shares of Series A stock on June 7, 2021, which were then exchanged for an aggregate of 668,164 shares of the Company's common stock upon closing of the Merger. Paycheck Protection Program Our $ 6.5 million Paycheck Protection Program loan (the “PPP Loan”), under Division A, Title I of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act on April 14, 2020, required monthly amortized principal and interest payments to begin six months after the date of disbursement. In October 2020, the deferral period associated with the monthly payments was extended from six to ten months. While the PPP Loan had a two-year maturity, the amended law permitted the borrower to request a five-year maturity from its lender. Under the terms of the CARES Act, as amended by the Paycheck Protection Program Flexibility Act of 2020, we were eligible to apply for and received forgiveness for all or a portion of the PPP Loan. Such forgiveness was determined, subject to limitations, based on the use of loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”), and on the maintenance of employee and compensation levels during the twenty-four week period following the funding of the PPP Loan. As of June 30, 2020, given the inability to conclude the forgiveness of all, or any portion of, the outstanding obligation as probable, the proceeds, and related accrued interest, have been accounted for as debt in accordance with ASC 470— Debt. On June 25, 2021, we received notification from the Small Business Association that our Forgiveness Application of the PPP Loan and accrued interest, totaling approximately $ 6.6 million, was approved in full, and we had no further obligations related to the PPP Loan. Accordingly, we recorded a gain on the forgiveness of the PPP Loan. Kunde In connection with the acquisition of Kunde (See Note 3), we issued unsecured promissory notes to the selling Kunde shareholders totaling $ 11.7 million. Two of the three notes payable issued to the sellers as purchase consideration have a stated interest rate of Prime plus 1.00 %, compounded quarterly, and mature on January 5, 2022, while the third note has a stated interest rate of 1.06 %, compounded quarterly, and matures on December 31, 2021 Terms of the note allow for full or partial prepayment without penalty and is due in full, along with accrued interest, upon an event of default as defined by the agreement. During the period of default, the interest rate on any then outstanding balance increases to four (4) percent under two notes totaling $ 5.8 million and ten (10) percent on the third note until the outstanding obligation is paid in full. Upon any liquidity event of the Company, the entire outstanding balance of principal and interest of the outstanding notes automatically becomes due and payable. As referenced above, certain notes in long term debt require compliance with financial and non-financial covenants including, among other things, covenants limiting our ability to incur certain indebtedness, limitations on disposition of assets, engage in mergers and consolidations, make acquisitions or other investments and make changes in the nature of the business. Additionally, the Loan and Security Agreement also requires us to maintain a certain fixed charge coverage ratio. The Company was in compliance with these covenants as of June 30, 2021. Maturities of Long-Term and Other Short-Term Borrowings Maturities of long-term and other short-term borrowings for succeeding years are as follows: (in thousands) Year Ending June 30, 2022 $ 22,964 2023 12,562 2024 11,695 2025 69,007 2026 91,824 $ 208,052 |
Redeemable Series A and Series
Redeemable Series A and Series B Stock and Non-Controlling Interest | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Noncontrolling Interest [Abstract] | ||
Redeemable Series A and Series B Stock and Non-Controlling Interest | 12. Redeemable Series A and Series B Stock and Non-Controlling Interest For periods prior to the Merger, the reported share and per share amounts have been retroactively converted (“Retroactive Conversion”) by applying the Exchange Ratio. Series A Redeemable Stock January 2018 Tamarack Cellars Series A Redeemable Stock As part of the acquisition of Tamarack Cellars in January 2018, we issued 372,387 shares of our no par common stock to the seller as part of the purchase consideration. These 372,387 shares contained a put option allowing the holder to put the shares back to us, and became exercisable four years from their issuance, and only for a thirty-day period (the put option was exercisable from January 2, 2022 through February 2, 2022). In April 2018, these 372,387 common shares with the put right were exchanged for 372,387 Series A shares. The terms of the put right carried over to the exchanged 372,387 Series A shares. Because the 372,387 shares of Series A with the put right were redeemable by the holder beginning in January 2022 (four years from their issuance), the holder may have required the Company to redeem these shares for cash at a per share purchase price equal to the fair value of the underlying shares at the exercise date. As the redemption event was not solely within the control of the Company, the 372,387 Series A shares were classified outside of stockholders’ equity in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities. At each reporting date, and until the Merger, we accreted the initial carrying value of the 372,387 Series A shares to its expected redemption amount as if redemption occurred at that reporting date. The accreted amount each period for these shares was comprised solely of any change in the fair value of the underlying shares since the prior reporting date. However, the carrying value could never fall below the original issue price of the underlying 372,387 Series A shares. The amounts accreted each reporting period were recorded as a deemed dividend. As a result of the Merger and conversion of Series A shares to shares of the Company's common stock, we recorded accretion up to the fair value on June 7, 2021. The put right associated with the Series A shares was extinguished upon conversation of the shares into common stock. The amounts accreted as deemed dividends were zero and $ 1.1 million for the years ended June 30, 2022 and 2021, respectively. Since accretion exceeded retained earnings for the year ended June 30, 2021, no accretion was recorded to retained earnings and $ 1.1 million was recorded to additional paid in capital. April 2018 Series A Redeemable Stock In April 2018, we amended our articles of incorporation resulting in (i) the establishment of a new class of no par Series A stock and (ii) each of the issued and outstanding shares of no par common stock being exchanged and reclassified into shares (1-for-1 exchange) of Series A stock. In April 2018, of the 20,785,643 Series A shares issued, 17,919,218 shares were held by Major Investors who were granted a new put right. A Major Investor is any holder of Series A shares or Series B shares who, individually or together with such investor’s affiliates, holds at least five percent (5%) of the then outstanding equity securities of the Company on a fully diluted basis. Because the 17,919,217 Series A shares with the put right were redeemable by the holder beginning in April 2025 (seven years from their issuance), the holders may have required the Company to redeem the 17,919,217 Series A shares for cash at a per share purchase price equal to the fair market value of the underlying shares at the exercise date. The put right had no expiration date (a perpetual right). Because this redemption right was not solely within the control of the Company, the 17,919,217 Series A shares were, prior to the Merger, classified outside of stockholders’ equity in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities. In April 2018, using the effective interest method, we began to accrete the $ 12,483,700 carrying amount of the 17,919,217 Series A shares to their expected redemption amount at April 4, 2025; and at each reporting date thereafter, we re-estimated the expected redemption amount at April 4, 2025, based on any changes of (i) when the redemption event was expected to occur or its probability and (ii) the change in fair value of the Series A shares underlying the put option. Both of these two variable components represented the change to the carrying value in a reporting period. However, the carrying value could never fall below the original issue price of the underlying Series A shares. The amounts accreted each reporting period were recorded as a deemed dividend. As a result of the Merger and conversion of Series A shares to the Company’s common stock, we recorded accretion up to the fair value on June 7, 2021. The put right associated with the Series A shares was extinguished upon conversion of the shares into common stock. The amounts accreted as deemed dividends were zero million and $ 152.3 million for the years ended June 30, 2022 and 2021, respectively. Since accretion exceeded retained earnings for the year ended June 30, 2021, $ 25.1 million was recorded to retained earnings and $ 133.0 million was recorded to additional paid in capital. July 2018 Issuance of Series A Redeemable Stock Concurrent with the repurchase and cancellation of 1,134,946 Series B shares in July 2018, the Company issued 1,134,946 Series A shares to an investor for gross proceeds of $ 8.3 million, or $ 20.86 per share. The 1,134,946 Series A shares granted the holder the right to put the shares back to us at a strike price equal to the fair value of the underlying shares at the exercise date. The put right, which had no expiration date, became exercisable only if the sole holder of the Series B shares exercised its put right to redeem its Series B shares. Therefore, the put is contingent upon the Series B holder exercising its put right. The contingent put right in the 1,134,946 Series A shares were to become exercisable in April 2025, or 6.75 years from the July 2018 issuance date (the put right held by the holder of the Series B shares and held by the holder of the 1,134,946 Series A shares, were to become exercisable on the same date, or April 4, 2025). Because the 1,134,946 Series A shares were redeemable by the holder, beginning in April 2025, the holder may have required the Company to redeem these Series A shares for cash at a per share purchase price equal to the fair value of the underlying shares at the put exercise date. Because the redemption of these shares was not solely within the control of the Company, the 1,134,946 shares were classified outside of stockholders’ equity in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities. The accreted amount each period for these shares was comprised solely of any change in fair value since the prior reporting date. However, the carrying value could never fall below the original issue price of the underlying 1,134,946 Series A shares. The amounts accreted each reporting period were recorded as a deemed dividend. As a result of the Merger and conversion of Series A shares to the Company’s common stock, we recorded accretion up to the fair value on June 7, 2021. The amounts accreted as deemed dividends were zero and $ 3.1 million for the years ended June 30, 2022 and 2021, respectively. Since accretion exceeded retained earnings for the year ended June 30, 2021, no accretion was recorded to retained earnings and $ 133.0 million was recorded to additional paid in capital. The put right associated with the Series A shares was extinguished upon conversation of the Series A preferred shares to common stock. Series B Redeemable Stock April 2018 Series B Redeemable Cumulative Series B Stock In April 2018, we amended our articles of incorporation such that a new class of redeemable cumulative Series B stock was designated, with 28,570,883 shares authorized and no par value. Concurrent to this amendment, the Company and TGAM Agribusiness Fund Holdings LP (“TGAM”) entered into a Stock Purchase Agreement, pursuant to which the Company, in a private placement, agreed to issue and sell to TGAM 5,674,733 shares of the Company’s, non-convertible Series B stock, for gross proceeds of $ 40.0 million, or $ 39.7 million net of issuance costs. The price per share of the Series B was $ 7.05 . In July 2018, the Company and TGAM (the sole holder of all Series B shares) entered into a share redemption agreement, whereby the Company repurchased 1,134,947 Series B shares for gross consideration of $ 8,290,000 , or at $ 7.30 per share. Holders of Series B shares were entitled to cumulative dividends at a rate of 5.0 % of their original investment per year. No dividends could be paid to Series A stockholders until the cumulative dividends were paid to the holders of Series B shares. Dividends were only paid when declared by the Board of Directors and were distributed pro rata based on the number of Series A shares and Series B shares held by each stockholder after payment of cumulative dividends in arrears if any. The holders of the Series B shares were entitled to one vote for each share of Series B held. Series B shares that were redeemed or otherwise acquired by the Company or any of its subsidiaries would be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. In the event of a voluntary or involuntary liquidation or a deemed liquidation event, the holders of Series B shares were entitled to be paid, pro rata, their cumulative dividends, whether or not declared, before any payment was made to the Series A stock; however, the right of the Series B stock to receive cumulative dividends should abate and be extinguished to the extent that the sum of the cash consideration received for each Series B share and any cumulative dividends, should exceed the sum of the original issue price and an internal rate of return ("IRR") of 14.0% on the original investment, compounded annually. Remaining assets would be distributed among the holders of Series A and Series B Stock pro rata based upon the number of shares held by each. Holders of Series B shares who were Major Investors have a put right to cause the Company to purchase its shares at the fair value of the underlying shares as of the exercise date. A Major Investor is any holder of Series A shares or Series B shares who, individually or together with such investor’s affiliates, holds at least five percent (5%) of the then outstanding equity securities of the Company on a fully diluted basis. The put right has no expiration date (a perpetual right) and becomes exercisable in April 2025, or seven years subsequent to the issuance of the underlying 4,539,786 Series B shares. The strike price of the put was the fair value of the underlying shares on the put exercise date, plus all accrued dividends, up to an IRR of 14%. Because the remaining 4,539,788 shares of Series B stock with the put right were redeemable by the holder beginning in April 2025 (seven years from their issuance), the holder may have required the Company to redeem all Series B shares for cash at a per share purchase price equal to the fair value of the underlying shares at the put exercise date, plus accrued dividends. Because this redemption event was not solely within the control of the Company, the Series B stock had been classified outside of stockholders’ equity in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities. At each reporting date, and until the perpetual put right was either exercised or extinguished, we accreted the initial $ 39.7 million carrying value of the Series B shares to its expected redemption amount using the effective interest method, from the date of issuance to the earliest date the holder could demand redemption. The accreted amount each period for Series B shares consisted of (i) any change in fair value since the prior reporting date, (ii) accretion of issuance costs and (iii) accrued dividends. However, the carrying value could never fall below the original issue price of the underlying Series B shares. The amounts accreted each reporting period were recorded as a deemed dividend. As a result of the Merger and conversion of Series B shares to the Company’s Common shares, we recorded accretion up to the fair value on June 7, 2021. The amounts accreted as deemed dividends for the Series B stock were zero and $ 5.8 million for the years ended June 30, 2022 and 2021, respectively. Since accretion exceeded retained earnings for the year ended June 30, 2021, no accretion was recorded to retained earnings and $ 5.8 million was recorded to additional paid in capital. In June 2021, the Company repurchased 2,889,786 Series B shares for $ 28.9 million at $ 10.00 per share plus $ 3.1 million of accrued dividends. In connection with the closing of the Merger, 1,650,000 shares of the Series B redeemable stock with a fair value of $ 16.5 million were exchanged for the Company’s Common stock. The put right associated with the Series B shares was extinguished upon conversion of the Series B preferred shares to common stock. Noncontrolling Redeemable Interest July 2016 Noncontrolling Redeemable Interest One of our consolidated subsidiaries, Splinter Group Napa, LLC (“Splinter Group”), has a member who owns a noncontrolling interest in Splinter Group. The membership interest of this member has a put option allowing the member to put its membership interest back to us for cash upon the occurrence of a contingent event. Specifically, we currently have the right, pursuant to the operating agreement with Splinter Group, to acquire all of the membership interest held by Splinter Group if we (a) sell capital stock comprising at least 25 % of our then outstanding capital stock to an unaffiliated third party, (b) sell assets comprising at least 25 % of the aggregate value of our then existing assets to an unaffiliated third party buyer or (c) merge with and into, an unaffiliated third party buyer. If we choose not to exercise this right following any of these events, the holder of the noncontrolling interest had the right to require us to purchase all of the noncontrolling interest holder’s membership interest at fair value, as determined via appraisal. The redemption amount is the fair value of the noncontrolling interest at the redemption date. Because this redemption event is not solely within our control, the Splinter Group noncontrolling interest has been classified outside of stockholders’ equity in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities. Upon purchase of our controlling interest in Splinter Group in July 2016, we classified the noncontrolling interest as temporary equity at its initial carrying amount of approximately $ 1.4 million. Because of the low probability of this redemption event occurring, we will not subsequently adjust the initial carrying amount of the noncontrolling interest to fair value at each reporting period. Should it become probable that the redemption event will occur, we will thereupon accrete the initial carrying value to its redemption amount equal to its fair value. | 10. Redeemable Series A and Series B Stock and Non-Controlling Interest For periods prior to the Merger, the reported share and per share amounts have been retroactively converted (“Retroactive Conversion”) by applying the Exchange Ratio. Series A Redeemable Stock January 2018 Tamarack Cellars Series A Redeemable Stock As part of the acquisition of Tamarack Cellars in January 2018, we issued 372,387 shares of our no par common stock to the seller as part of the purchase consideration (see Note 3). These 372,387 shares contained a put option allowing the holder to put the shares back to us, and became exercisable four years from their issuance, and only for a thirty-day period (the put option is exercisable from January 2, 2022 through February 2, 2022). In April 2018, these 372,387 common shares with the put right were exchanged for 372,387 Series A shares. The terms of the put right carried over to the exchanged 372,387 Series A shares. Because the 372,387 shares of Series A with the put right are redeemable by the holder beginning in January 2022 (four years from their issuance), this holder may require the Company to redeem these shares for cash at a per share purchase price equal to the fair value of the underlying shares at the exercise date. As this redemption event is not solely within the control of the Company, the 372,387 Series A shares have been classified outside of stockholders’ equity in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities. At each reporting date, and until the put right is either exercised or expires, we will accrete the initial carrying value of the 372,387 Series A shares to its expected redemption amount as if redemption occurred at that reporting date. The accreted amount each period for these shares is comprised solely of any change in the fair value of the underlying shares since the prior reporting date. However, the carrying value can never fall below the original issue price of the underlying 372,387 Series A shares. The amounts accreted each reporting period are recorded as a deemed dividend. As a result of the Merger and conversion of Series A shares to shares of the Company’s common stock, we recorded accretion up to the fair value on June 7, 2021. The amounts accreted as deemed dividends were $ 1.1 million and none for the years ended June 30, 2021 and 2020, respectively. Since accretion exceeded retained earnings for the year ended June 30, 2021, no accretion was recorded to retained earnings and $ 1.1 million was recorded to additional paid in capital. The redemption amount of the January 2018 Tamarack Cellars Series A Redeemable Stock was no ne at June 30, 2021. At June 30, 2020, the $ 2.6 million carrying amount of the July 2018 Series A common shares exceeded the redemption amount therefore, no accretion was required for the year ended June 30, 2020. In connection with the closing of the Merger, 372,387 shares of the January 2018 Tamarack Cellars Series A Redeemable Stock were exchanged for shares of the Company’s common stock (See Note 2). April 2018 Series A Redeemable Stock In April 2018, we amended our articles of incorporation resulting in (i) the establishment of a new class of no par Series A stock and (ii) each of the issued and outstanding shares of no par common stock being changed and reclassified into shares (1-for-1 exchange) of Series A stock. In April 2018, of the 20,785,643 Series A shares issued, 17,919,218 shares were held by Major Investors who were granted a new put right. A Major Investor is any holder of Series A shares or Series B shares who, individually or together with such investor’s affiliates, holds at least five percent (5%) of the then outstanding equity securities of the Company on a fully diluted basis. Because the 17,919,217 Series A shares with the put right are redeemable by the holder beginning in April 2025 (seven years from their issuance), the holders may require the Company to redeem the 17,919,217 Series A shares for cash at a per share purchase price equal to the fair market value of the underlying shares at the exercise date. The put right has no expiration date (a perpetual right). Because this redemption right is not solely within the control of the Company, the 17,919,217 shares Series A shares have been classified outside of stockholders’ equity in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities. In April 2018, using the effective interest method, we began to accrete the $ 12,483,700 carrying amount of the 17,919,217 Series A shares to their expected redemption amount at April 4, 2025; and at each reporting date thereafter, we re-estimate the expected redemption amount at April 4, 2025, based on any changes of (i) when the redemption event is expected to occur or its probability and (ii) the change in fair value of the Series A shares underlying the put option. Both of these two variable components represent the change to the carrying value in a reporting period. However, the carrying value can never fall below the original issue price of the underlying Series A shares. The amounts accreted each reporting period are recorded as a deemed dividend. As a result of the Merger and conversion of Series A shares to the Company’s Common shares, we recorded accretion up to the fair value on June 7, 2021. The amounts accreted as deemed dividends was $ 152.3 million and $ 7.8 million for the years ended June 30, 2021 and 2020, respectively. Since accretion exceed retained earnings for the year ended June 30, 2021, $ 25.1 million was recorded to retained earnings and $ 133.0 million was recorded to additional paid in capital. The redemption amount of the April 18 Series A redeemable stock was no ne and $ 37.8 million at June 30, 2021 and 2020, respectively. In connection with the closing of the Merger, 17,919,218 shares of the April 2018 Series A redeemable stock were exchanged for the Company’s Common stock ( See Note 2). July 2018 Issuance of Series A Redeemable Stock Concurrent with the repurchase and cancellation of 1,134,946 Series B shares in July 2018, the Company issued 1,134,946 Series A shares to an investor for gross proceeds of $ 8.3 million, or $ 20.86 per share. The 1,134,946 Series A shares granted the holder the right to put the shares back to the Company at a strike price equal to the fair value of the underlying shares at the exercise date. The put right, which has no expiration date, becomes exercisable only if the sole holder of the Series B shares exercises its put right to redeem its Series B shares. Therefore, the put is contingent upon the Series B holder exercising its put right. The contingent put right in the 1,134,946 Series A shares becomes exercisable in April 2025, or 6.75 years from the July 2018 issuance date (the put right held by the holder of the Series B shares and held by the holder of the 1,134,946 Series A shares, become exercisable on the same date, or April 4, 2025). Because the 1,134,946 Series A shares are redeemable by the holder, beginning in April 2025, the holder may require the Company to redeem these Series A shares for cash at a per share purchase price equal to the fair value of the underlying shares at the put exercise date. Because the redemption of these shares is not solely within the control of the Company, they have been classified outside of stockholders’ equity in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities. At each reporting date, and until the perpetual put right is either exercised or extinguished, we will accrete the initial carrying value of the 1,134,946 Series A common shares to its expected redemption amount using the effective interest method, from the date of issuance to the earliest date the holder can demand redemption. The accreted amount each period for these shares is comprised solely of any change in fair value since the prior reporting date. However, the carrying value can never fall below the original issue price of the underlying 1,134,946 Series A shares. The amounts accreted each reporting period are recorded as a deemed dividend. As a result of the Merger and conversion of Series A shares to shares of the Company’s common stock, we recorded accretion up to the fair value on June 7, 2021. The amounts accreted as deemed dividends were $ 3.1 million and no ne for the years ended June 30, 2021 and 2020, respectively. Since accretion exceed retained earnings for the year ended June 30, 2021, no accretion was recorded to retained earnings and $ 133.0 million was recorded to additional paid in capital. The redemption amount of the July 2018 Series A redeemable stock was no ne at June 30, 2021. At June 30, 2020, the $ 8.3 million carrying amount of the July 2018 Series A redeemable stock exceeded the redemption amount. In connection with the closing of the Merger, 1,134,946 shares of the July 2018 Series A redeemable stock were exchanged for shares of the Company’s common stock ( See Note 2). Series B Redeemable Stock April 2018 Series B Redeemable Cumulative Series B Stock In April 2018, we amended our articles of incorporation such that a new class of redeemable cumulative Series B stock was designated, with 28,570,883 shares authorized and no par value. Concurrent to this amendment, the Company and TGAM Agribusiness Fund Holdings LP (“TGAM”) entered into a Stock Purchase Agreement, pursuant to which the Company, in a private placement, agreed to issue and sell to TGAM 5,674,733 shares of the Company’s no par, non-convertible Series B stock, for gross proceeds of $ 40.0 million, or $ 39.7 million net of issuance costs. The price per share of the Series B was $ 7.05 . In July 2018, the Company and TGAM (the sole holder of all Series B shares) entered into a share redemption agreement, whereby the Company repurchased 1,134,947 Series B shares for gross consideration of $ 8,290,000 , or at $ 7.30 per share. Holders of Series B shares are entitled to cumulative dividends at a rate of 5 % of their original investment per year. No dividends can be paid to Series A stockholders until the cumulative dividends are paid to the holders of Series B shares. Dividends are only paid when declared by the Board of Directors and are distributed pro rata based on the number of Series A shares and Series B shares held by each stockholder after payment of cumulative dividends in arrears if any. As of June 30, 2021, total unpaid cumulative dividends outstanding was $- 0 -. The holders of the Series B shares are entitled to one vote for each share of Series B held. Series B shares that are redeemed or otherwise acquired by the Company or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. In the event of a voluntary or involuntary liquidation or a deemed liquidation event, the holders of Series B shares are entitled to be paid, pro rata, their cumulative dividends, whether or not declared, before any payment is made to the Series A stock; however, the right of the Series B stock to receive cumulative dividends shall abate and be extinguished to the extent that the sum of the cash consideration received for each Series B share and any cumulative dividends, shall exceed the sum of the original issue price and an internal rate of return (IRR) of 14% on the original investment, compounded annually. Remaining assets will be distributed among the holders of Series A and Series B Stock pro rata based upon the number of shares held by each. Holders of Series B shares who are Major Investors have a Put Right to cause the Company to purchase all its shares at the fair value of the underlying shares as of the exercise date. A Major Investor is any holder of Series A shares or Series B shares who, individually or together with such investor’s affiliates, holds at least five percent (5%) of the then outstanding equity securities of the Company on a fully diluted basis. The Put Right has no expiration date (a perpetual right) and becomes exercisable in April 2025, or seven years subsequent to the issuance of the underlying 4,539,786 Series B shares. The strike price of the put is the fair value of the underlying shares on the put exercise date, plus all accrued dividends, up to an IRR of 14%. Because the remaining 4,539,788 shares of Series B stock with the put right are redeemable by the holder beginning in April 2025 (seven years from their issuance), the holder may require the Company to redeem all Series B shares for cash at a per share purchase price equal to the fair value of the underlying shares at the put exercise date, plus accrued dividends. Because this redemption event is not solely within the control of the Company, the Series B stock has been classified outside of stockholders’ equity in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities. At each reporting date, and until the perpetual put right is either exercised or extinguished, we will accrete the initial $ 39.7 million carrying value of the Series B shares to its expected redemption amount using the effective interest method, from the date of issuance to the earliest date the holder can demand redemption. The accreted amount each period for Series B shares consists of (i) any change in fair value since the prior reporting date, (ii) accretion of issuance costs and (iii) accrued dividends. However, the carrying value can never fall below the original issue price of the underlying Series B shares. The amounts accreted each reporting period are recorded as a deemed dividend. As a result of the Merger and conversion of Series A shares to the Company’s Common shares, we recorded accretion up to the fair value on June 7, 2021. The amounts accreted as deemed dividends for the Series B stock were $ 5.8 million and $ 5.0 million for the years ended June 30, 2021 and 2020, respectively. The redemption amount of the Series B redeemable stock was no ne and $ 42.7 million at June 30, 2021 and 2020, respectively. Since accretion exceeded retained earnings for the year ended June 30, 2021, no accretion was recorded to retained earnings and $ 5.8 million was recorded to additional paid in capital. In June 2021, the Company repurchased 2,889,786 Series B shares for $ 28.9 million at $ 10.00 per share plus $ 3.1 million of accrued dividends. In connection with the closing of the Merger, 1,650,000 shares of the Series B redeemable stock with a fair value of $ 16.5 million were exchanged for the Company’s Common stock ( See Note 2). Noncontrolling Redeemable Interest July 2016 Noncontrolling Redeemable Interest One of our consolidated subsidiaries, Splinter Group Napa, LLC (“Splinter Group”), has a member who owns a noncontrolling interest in Splinter Group. The membership interest of this member has a put option allowing the member to put its membership interest back to us for cash upon the occurrence of a contingent event. Specifically, we currently have the right, pursuant to the operating agreement with Splinter Group, to acquire all of the membership interest held by Splinter Group if we (a) sell capital stock comprising at least 25 % of our then outstanding capital stock to an unaffiliated third party, (b) sell assets comprising at least 25 % of the aggregate value of our then existing assets to an unaffiliated third party buyer or (c) merge with and into, an unaffiliated third party buyer. If we choose not to exercise this right following any of these events, the holder of the noncontrolling interest has the right to require us to purchase all of the noncontrolling interest holder’s membership interest at fair value, as determined via appraisal. The redemption amount is the fair value of the noncontrolling interest at the redemption date. Because this redemption event is not solely within our control, the Splinter Group noncontrolling interest has been classified outside of stockholders’ equity in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities. Upon purchase of our controlling interest in Splinter Group in July 2016, we classified the noncontrolling interest as temporary equity at its initial carrying amount of approximately $ 1.4 million. Because of the low probability of this redemption event occurring, we will not subsequently adjust the initial carrying amount of the noncontrolling interest to fair value at each reporting period. Should it become probable that the redemption event will occur, we will thereupon accrete the initial carrying value to its redemption amount equal to its fair value. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Equity [Abstract] | |||
Stockholders' Equity | 11. Stockhold ers' Equity Common Stock We had reserved shares of stock, on an as-if converted basis, for issuance as follows: March 31, 2023 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 March 31, 2023, 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 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 March 31, 2023, 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 In connection with the closing of the business combination between Bespoke Capital Acquisition Corp. and Vintage Wine Estates, Inc., a California corporation (“VWE Legacy”) pursuant to a transaction agreement dated February 3, 2021, as amended, certain shareholders of shareholders of VWE Legacy are entitled to receive up to an additional 5,726,864 shares of the Company’s common stock (the “Earnout Shares”) if at any point during the Earnout Period, from June 7, 2021 to June 7, 2023, the Company's closing share price on the Nasdaq on 20 trading days out of 30 consecutive trading days; a) is at or above $15 (but below $20), 50% of the Earnout Shares will be issued; and b) is at or above $20 (i) to the extent no Earnout Shares have previously been issued, 100% of the Earnout Shares or (ii) to the extent the event Earnout Shares were previously issued, 50% of the Earnout Shares will be issued. The Earnout Shares will be adjusted to reflect any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible common shares), reorganization, recapitalization, reclassification, combination and, exchange of shares or other like change. The Earnout Shares are indexed to the Company’s equity and meet the criteria for equity classification. The fair value of the Earnout Shares, $ 32.4 million, was recorded as a dividend to additional paid in capital due to the absence of retained earnings. No Earnout Shares were issued as of March 31, 2023. 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 Nine Months Ended (in thousands) March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022 Stock option awards $ ( 921 ) $ 828 $ 2,332 $ 828 Restricted stock units ( 1,087 ) 1,115 4,639 1,115 Total stock-based compensation $ ( 2,008 ) $ 1,943 $ 6,971 $ 1,943 Stock-based compensation expense is included as a component of selling, general and administrative expenses in the condensed consolidated statement of operations. On January 17, 2023, a member of the executive team resigned from the Company. Along with the resignation, all outstanding stock options and unvested restricted stock units previously granted to this executive under the Company's 2021 Plan ceased to vest and any unvested awards were forfeited. The Company recognized a reduction to stock-based compensation expense related to these forfeitures in the amount of $ 1.5 million during the three months ended March 31, 2023 On February 7, 2023, the Company and Patrick Roney, founder of VWE, entered into a letter agreement whereby Mr. Roney voluntarily elected to transition from Chief Executive Officer of the Company to Executive Chairman of the Board, effective February 7, 2023. In connection with his appointment as Executive Chairman, all outstanding stock options and unvested restricted stock units previously granted to Mr. Roney under the Company’s 2021 Plan ceased to vest and any unvested awards were forfeited. The Company recognized a reduction to stock-based compensation expense related to these forfeitures in the amount of $ 2.0 million during the three months ended March 31, 2023. 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 derived 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 782,061 3.85 - Exercised - - - Forfeited or cancelled ( 1,257,927 ) 10.50 - Outstanding at March 31, 2023 3,027,661 $ 8.80 2.90 $ - Total unrecognized compensation expense related to the stock options was $ 3.1 million, which is expected to be recognized over a weighted-average period of 2.9 years. As of March 31, 2023, 643,547 options were exercisable. Restricted Stock Units Restricted stock units are subject only to service conditions and vest in four equal installments of 25 %, with the first installment vesting 18 months after the vesting commencement date and the other installments vesting on each of the 2nd, 3rd and 4th anniversaries of the vesting commencement date. One restricted stock unit vested in full on the 10 month anniversary of the vesting commencement date. 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 584,434 3.29 Vested ( 755,880 ) 8.20 Forfeited or cancelled ( 569,489 ) 8 Outstanding at March 31, 2023 1,161,133 $ 5.62 Total unrecognized compensation expense related to the restricted stock units was $ 3.3 million, which is expected to be recognized over a weighted-average period of 2.8 years. During the three months ended December 31, 2022, 755,880 restricted stock units vested and as a result the Company withheld 285,381 restricted stock units to cover the taxes related to the net share settlement of equity awards. During the 3 months ended March 31, 2023, 569,489 restricted stock units were forfeited or cancelled. This was partially as a result of the staffing changes described above. 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. The repurchase program did not require the Company to acquire a specific number of shares or warrants. The cost of the shares and warrants that were repurchased were funded from available working capital. For accounting purposes, common stock and/or warrants repurchased under our repurchase plan were recorded based upon the settlement date of the applicable trade. Such repurchased shares are presented using the cost method. During the three and nine months ended March 31, 2023, the Company repurchased zero and 171,994 warrants, respectively, 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: Three Months Ended (in thousands) March 31, 2023 Balance at December 31, 2022 3,225,441 Repurchases of common stock - Repurchases of warrants - Balance at March 31, 2023 3,225,441 Nine Months Ended (in thousands) March 31, 2023 Balance at June 30, 2022 3,053,447 Repurchases of common stock - Repurchases of warrants 171,994 Balance at March 31, 2023 3,225,441 | 13. Stockholders’ Equity Common Stock The Company had reserved shares of stock, on an as-if converted basis, for issuance as follows: June 30, 2022 June 30, 2021 Warrants 25,818,247 26,000,000 Earnout shares 5,726,864 5,726,864 Total 31,545,111 31,726,864 Warrants There are warrants to purchase 25,818,247 shares of the Company’s common stock outstanding. On August 15, 2019, as part of the units sold in BCAC’s initial public offering ("IPO"), and September 13, 2019, following the closing of the over-allotment option, BCAC issued warrants to purchase 18,000,000 shares of common stock at a price of $ 11.50 per whole share (the “public warrants”). The public warrants are exercisable commencing sixty-five ( 65 ) days after the completion of the Merger and expiring five years after the Closing Date of the Merger or earlier upon redemption. Once the public warrants become exercisable, 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. Concurrent with the closing of BCAC’s IPO in August 2019, the sponsor purchased 12,000,000 warrants (the “Private Warrants”) at $ 1.00 per warrant (for a total purchase price of $ 12.0 million), with each warrant exercisable for one common share at an exercise price of $ 11.50 , subject to anti-dilution adjustments. The warrants are exercisable commencing 65 days after the completion of the Merger. Pursuant to the transaction agreement, 4,000,000 of the Private Warrants were cancelled upon closing of the Merger. During the period ended June 30, 2022, the Company repurchased 181,553 warrants to purchase shares of the Company's common stock outstanding. Earnout Shares The Legacy VWE shareholders are entitled to receive up to an additional 5,726,864 shares of the Company’s common stock (the “Earnout Shares”). The Earnout Shares will be released if the price of our common stock meets certain thresholds in the 24 months following the closing of the Merger. See N ote 2. The Earnout Shares meet the accounting definition of a derivative financial instrument, are considered to be indexed to the Company’s common stock and meet other the conditions in ASC 815-40, Derivatives and Hedging: Contracts in Entity's Own Equity , to be classified as equity. The Company’s obligation to issue the Earnout Shares is recorded as a dividend to the Legacy VWE shareholders at fair value as of the date of the Merger. The fair value of the Earnout Shares was determined using a Monte Carlo valuation model, which requires significant estimates including the expected volatility of our common stock. The expected annual volatility of our common stock was estimated to be 55.0 % as of the date of the Merger, based on the historical volatility of comparable publicly traded companies. 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 fiscal year ended June 30, 2022, the Company repurchased 2,871,894 shares of common stock at an average price of $ 9.04 per sh are that are held in treasury and 181,553 warrants at an average pric e of $ 1.46 per warrant. The total cos t of the shares and/or warrants repurchased was $ 26.2 million. The table below summarizes the changes in repurchases of common stock and warrants: (in thousands) June 30, 2022 Balance at June 30, 2021 Repurchases of common stock 2,871,894 Repurchases of warrants 181,553 Balance at June 30, 2022 3,053,447 | 11. Stockholders’ Equity Common Stock As of June 30, 2021 and 2020, we had reserved shares of stock, on an as-if converted basis, for issuance as follows: June 30, 2021 2020 Options issued and outstanding (see Note 12) - 900,352 Options available for grant under stock option plans (See Note 12) - 74,098 Shares subject to term debt optional conversion into Series A stock (1) - 2,844,863 Warrants 26,000,000 - Earnout shares 5,726,864 - Total 31,726,864 3,819,313 (1) Issuance of Series A Stock has been retroactively restated to give effect to the recapitalization transaction For periods prior to the Merger, the reported share and per share amounts have been retroactively converted (“Retroactive Conversion”) by applying the Exchange Ratio. Warrants At June 30, 2021, there were warrants to purchase 26,000,000 shares of the Company’s common stock outstanding. On August 15, 2019, as part of the units sold in BCAC’s initial public offering ("IPO"), and September 13 2019, following the closing of the over-allotment option, warrants to purchase 18,000,000 shares of common stock at a price of $ 11.50 per whole share (the “public warrants”). The public warrants are exercisable commencing sixty-five ( 65 ) days after the completion of the Merger and expiring five years after the Closing Date of the Merger or earlier upon redemption. Once the public warrants become exercisable, 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. Concurrent with the closing of BCAC’s IPO in August 2019, the sponsor purchased 12,000,000 warrants (the “Private Warrants”) at $ 1.00 per warrant (for a total purchase price of $ 12.0 million), with each warrant exercisable or one common share at an exercise price of $ 11.50 , subject to anti-dilution adjustments. The warrants are exercisable commencing 65 days after the completion of the Merger. Pursuant to the transaction agreement, 4,000,000 of the Private Warrants were cancelled upon closing of the Merger. |
Stock Incentive Plan
Stock Incentive Plan | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Class of Stock Disclosures [Abstract] | ||
Stock Incentive Plan | 14. Stock Incentive Plan Effective June 7, 2021, the Company adopted the 2021 Omnibus Incentive Plan (as amended, “the 2021 Plan”) which superseded the 2015 Stock Option Plan. Pursuant to the 2021 Plan, the Board of Directors may grant up to 11,200,000 shares under share-based awards to officers, directors, employees and consultants. The 2021 Plan provides for the issuance of stock options, stock appreciation rights, performance shares, performance units, stock, restricted stock, restricted stock units and cash incentive awards. Shares issued under share-based payment awards may either be authorized and unissued shares or shares held in treasury. The 2021 Plan was approved by the stockholders of the Company at its Annual Meeting, on February 2, 2022. The 2021 Plan will terminate on June 7, 2031. Incentive and non-statutory stock options may be granted with exercise prices not less than 100 % of the fair value of our common stock on the date of grant. Awards granted under the 2021 Plan generally expire no later than 10 years after the date of grant. The following table provides total share-based compensation expense by award type: June 30, (in thousands) 2022 2021 Stock option awards $ 2,551 $ - Restricted stock units 4,363 - Total share-based compensation $ 6,914 $ - Stock-based compensation expense is included as a component of selling, general and administrative expenses in the 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, 2020 - $ - - $ - Granted - - - - Exercised - - - - Forfeited or cancelled - - - - Outstanding at June 30, 2021 - $ - - $ - Granted 3,533,627 10.50 3.22 - Exercised - - - - Forfeited or cancelled ( 30,100 ) 10.50 - - Outstanding at June 30, 2022 3,503,527 $ 10.50 3.22 $ - Total unrecognized compensation expense related to the stock options w as $ 8.0 million, w hich is expected to be recognized over a weighted-average period of 3.2 years. No stock options were vested and exercisable as of June 30, 2022. T he weighted-average grant date fair value was $ 3.27 . The fair value of the options was estimated at the grant date using the Monte Carlo Simulation model with the following assumptions: weighted average risk free rate 1.8 %; weighted average expected term 5.5 years; weighted average expected volatility 40 %; and no expected dividend yield. Restricted Stock Units Restricted stock units are subject only to service conditions and vest ratably over four years . The following table presents a summary of restricted stock units activity for the periods presented: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding at June 30, 2020 - $ - Granted - - Issued - - Forfeited or cancelled - - Outstanding at June 30, 2021 - $ - Granted 1,902,068 8.14 Issued - - Forfeited or cancelled - - Outstanding at June 30, 2022 1,902,068 $ 8.14 Total unrecognized compensation expense related to the restricted stock units wa s $ 10.1 m illion, which is expected to be recognized over a weighted-average period of 2.6 years. No restricted stock units were vested as of June 30, 2022. | 12. Stock Incentive Plan The 2021 Omnibus Incentive Plan Effective June 7, 2021, the Company adopted the 2021 Omnibus Incentive Plan (“the 2021 Plan”) which superseded the 2015 Stock Option Plan. Pursuant to the 2021 Plan, the Board of Directors may grant up to 11,200,000 shares under share-based awards to officers, directors, employees and consultants. The 2021 Plan must be approved by the stockholders of the Company, which approval must occur at the next annual meeting of stockholders and in any event no later than June 7, 2022. The 2021 Plan provides for the issuance of stock options, stock appreciation rights, performance shares, performance units, stock, restricted stock, restricted stock units and cash incentive awards. Shares issued under share-based payment awards may either be authorized and unissued shares or shares held in treasury. The 2021 Plan will terminate on June 7, 2031. Incentive and non-statutory stock options may be granted with exercise prices not less than 100 % of the fair value of our common stock on the date of grant. Awards granted under the 2021 Plan generally expire no later than 10 years after the date of grant. On June 7, 2021, we legally granted options to purchase shares of common stock. The exercise price of these options was $ 10.50 per share and will expire 10 years after the grant date. The options will vest with respect to 25 % on the date which is 18 months after the grant date and with respect to an additional 25 % on each of the second, third and fourth anniversary dates of the grant date. However, the vested portion of the options will only become exercisable if the volume-weighted average price per share of our common stock is at least $ 12.50 over a 30-day consecutive trading period following the grant date. We evaluated the grants under ASC 718 - Compensation-Stock Compensation and determined a grant date and a service inception date for accounting purposes did not exist as of June 7, 2021 because all necessary approvals had not been obtained, which will not occur until the shareholders have approved the 2021 Plan. Until shareholder approval is obtained, the 2021 Plan and related options are not considered outstanding for accounting purposes (see Note 11), and no compensation expense associated with these grants will be recognized. The 2015 Stock Option Plan In October 2015, Legacy VWE established a non-qualified Stock Option Plan ("2015 Plan") for the benefit of certain officers and key employees. The 2015 Plan permitted the granting of options to purchase up to 1,049,450 shares of Class A common stock. The exercise price was to be no less than 100% of the fair market value on the date of the grant, as determined by the Board of Directors. The options generally vested annually over a four-year period with a contractual life of five years . In conjunction with Merger (see Note 2), each outstanding option to purchase shares of Legacy VWE Series A stock outstanding immediately prior to closing of the Merger, whether vested or unvested, was cancelled in exchange for a cash payment equal to the excess, if any, of the deemed fair value per share of the Legacy VWE Series A stock as determined by the per share merger consideration over the exercise price of such option multiplied by the number of shares of Company stock subject to such option (without interest and subject to any required withholding tax). The cash settlement was treated as a settlement of the options and resulted in a reduction of additional paid in capital of $ 5.3 million equal to the fair value of the options settled and the recognition of incremental compensation cost of $ 2.6 million representing the excess of purchase price over the fair value of the cancelled options at the time of settlement. Total stock based compensation for the years ended June 30, 2021 and 2020, including the incremental compensation expense incurred in connection with the option settlement as of June 30, 2021, equaled $ 3.3 million and $ 0.3 million, respectively. The expense has been included as a component of selling, general and administrative expenses in the consolidated statement of operations. Stock based stock attributable to cost of revenue is insignificant. The board approved the termination of the 2015 Stock Option Plan in February 2021 contingent on the merger consummation. A summary of our stock option activity and related information under the 2015 Stock Option Plan is as follows (prior to recapitalization): Weighted-Average Remaining Weighted-Average Contractual (in thousands) Number of Shares Exercise Price Life (Years) Intrinsic Value Outstanding at June 30, 2019 670,629 $ 16.96 2.98 1,706,900 Granted 299,760 $ 22.50 - - Forfeited ( 70,037 ) $ 17.08 - - Outstanding, at June 30, 2020 900,352 $ 18.79 2.99 2,201,700 Granted Forfeited ( 84,373 ) $ 18.31 - - Cancelled ( 815,979 ) $ 18.84 - - Outstanding, at June 30, 2021 - $ - - - No options were granted during the year ended June 30, 2021. The weighted average grant date fair value per share of options granted for the year ended June 30, 2020 wa s $ 6.20 . |
Related Party Transactions and
Related Party Transactions and Commitments | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |||
Related Party Transactions and Commitments | 14. Related Party Transactions On February 7, 2023, the Company and Patrick Roney, founder of VWE, entered into a letter agreement (the “Letter Agreement”) whereby Mr. Roney voluntarily elected to transition from Chief Executive Officer of the Company to Executive Chairman of the Board, effective February 7, 2023. Pursuant to the terms of the Letter Agreement, the Employment Agreement between the Company and Mr. Roney effective June 7, 2021 (the “Prior Employment Agreement”) was terminated and upon such termination the Company agreed to provide Mr. Roney his accrued but unpaid Base Salary and PTO (as defined in the Prior Employment Agreement) through February 7, 2023, and any vested amounts or benefits that he is entitled to receive under any plan, program, or policy, as described in Section 5.1 of the Prior Employment Agreement. Mr. Roney expressly waived any claim to the severance benefits described in Section 5.2(b) of the Prior Employment Agreement. Pursuant to the terms of the Letter Agreement, Mr. Roney will receive an annual base salary of $ 250,000 for his service as Executive Chairman and will be eligible to participate in the Company’s employee benefit plans and programs in accordance with their terms and eligibility requirements. In connection with his appointment as Executive Chairman, all outstanding stock options and unvested restricted stock units previously granted to Mr. Roney under the Company’s 2021 Plan ceased to vest and any unvested awards were forfeited. See Note 11. Also on February 7, 2023, the Board appointed Jon Moramarco, a member of the Board, as the Company’s Interim Chief Executive Officer. In connection with such appointment, the Company entered into a consulting agreement (the “Consulting Agreement”) with bw166 LLC (“bw166”) and Mr. Moramarco, pursuant to which the Company will pay bw166 a monthly fee of $ 17,500 and will reimburse bw166 and Mr. Moramarco for reasonable business-related expenses in connection with the Interim Chief Executive Officer services provided thereunder. Additionally, the Company agreed to award Mr. Moramarco a one-time grant of 100,000 restricted stock units pursuant to the 2021 Plan, which will vest in full on the one-year anniversary of the grant date. Mr. Moramarco is the Managing Partner of bw166 and has a controlling interest therein. 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 $ 140.3 thousand and $ 90.8 thousand for the three months ended March 31, 2023 and 2022, respectively and $ 360.1 thousand and $ 286.5 thousand for the nine months ended March 31, 2023 and 2022, respectively. We pay for sponsorship and marketing services and point of sale marketing materials to unincorporated businesses that are managed by immediate family members of a Company executive officer. For the three months ended March 31, 2023 and 2022, payments related to sponsorship and marketing services totaled $ 87.0 thousand and $ 87.0 thousand, respectively. For the nine months ended March 31, 2023 and 2022, payments related to sponsorship and marketing services totaled $ 261.0 thousand and $ 279.0 thousand, respectively. The Company has a revenue sharing agreement with Sonoma Brands Partners II, LLC where a portion of B.R. Cohn and Clos Pegase sales during various events throughout the year go to Sonoma Brands Partners II, LLC. Sonoma Brands Partners II, LLC is managed by a member of the Company's board of directors. For nine months ended March 31, 2023 and 2022, payments to Sonoma Brands Partners II, LLC totaled $ 231.5 thousand and $ 168.7 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 . P ayments to GLP in respect of capital markets and mergers and acquisitions matters totaled $ 50.0 thousand and zero for the three months ended March 31, 2023 and 2022, respectively and $ 150.0 thousand and zero for the nine months ended March 31, 2023 and 2022, respectively. | 15. Related Party Transactions and Commitments The Company did not have any related party receivables or related party liabilities for the years ended June 30, 2022 and 2021. The components of the related party revenue and expenses are as follows: June 30, (in thousands) 2022 2021 Revenues: Warehousing and fulfillment services $ - $ 815 Storage and bottling of alcoholic beverages - 65 Management fees - 407 Marketing and distribution - 1,722 Expenses: Concourse Warehouse lease - 344 Swanson lease - 605 Z.R. Waverly lease - 77 Warehousing and Fulfillment Services — Revenues from related parties for warehousing and fulfillment services for the years ended June 30, 2022 and 2021 were zero and $ 815.0 thousand, respectiv ely. Storage and Bottling of Alcoholic Beverages — We have entered into a number of transactions with a related party covering services related to the storage and bottling of alcoholic beverages. We made payments of zero and $ 65.0 thousand for the years ended June 30, 2022 and 2021, respectively to the related party. Management Fees — Prior to July 1, 2021, w e provided management, billing and collection services to a related party under a management fee arrangement. For the years ended June 30, 2022 and 2021, we charged this related party management fees of zero and $ 407.0 thousand, respectively, for these services. Marketing and Distribution — On December 31, 2020, the Company entered into a marketing and distribution arrangement with related party, Kunde. Under that arrangement, Kunde paid us a commission for certain distribution sales. We recognized revenue of zero and $ 1.7 million from the arrangement for the years ended June 30, 2022 and 2021, respectively. The arrangement terminated when we acquired Kunde on April 19, 2021 . The Company is engaged in various operating lease arrangements with related parties. Concourse Warehouse Lease — We lease 15,000 square feet (“sq. ft.”) of office space and 80,000 sq. ft. of warehouse space. Effective July 31, 2020, the lease was amended to extend the terms of the lease through September 30, 2027 with terms for renewal of the lease term for two additional terms of five years each and shall apply upon expiration of the as-extended initial term on September 30, 2027. The lease includes escalating annual rent increases of three percent for the remainder of the term. Prior to September 2020, the facility was owned by and leased from Concourse, LLC, a related-party real estate leasing entity that was wholly owned by a shareholder. We have no direct ownership in Concourse. In September 202 0, an independent party purchased the facility from Concourse and assumed the lease. The lease has minimum monthly lease payments of approximately $ 103.0 thousand, with index-related escalation provisions. We account for this lease as an operating lease. We recognized rent expense paid to Concourse of zero an d $ 344.0 thousand for the years ended June 30, 2022 and 2021, respectively, related to this lease agreement. Swanson Lease — We lease a property with production space and a tasting room under an operating lease with an entity that is wholly owned by a shareholder that expires in August 2030, with minimum monthly lease payments of approximately $ 51.0 thousand, with index-related escalation provisions every twenty four months subject to a 3.0 % minimum. From inception to December 30, 2020, the terms of the lease included put and call options, whereby we could elect, at our discretion, or be required by the lessor at the lessor’s discretion, to purchase the leased property at the greater of the property’s fair market value or the amount the lessor paid of approximately $ 6.0 million at the earliest of January 1, 2020, or upon other events, as defined in the agreement. Effective December 31, 2020, the lease was amended to remove the put and call options from the lease terms. On May 5, 2021, the Swanson production space and tasting room leased by us from a related party under an operating lease was sold to an independent third party. The Company elected to terminate the lease in accordance with the terms of the lease. There was no termination fee and we received cash consideration from the related party landlord in the amount of $ 500.0 thousand to assist with the removal and relocation of our winery equipment. We vacated the facility on May 14, 2021. We recognized rent expense of $ 605.0 thousand for the year ended June 30, 2021 related to this lease agreement. ZR Waverly Lease — We leased tasting room space under an operating lease with an entity that is wholly owned by a shareholder that expires in May 2023 , with minimum lease payments of approximately $ 12.0 thousand, with index-related escalation provisions. The terms of the lease included put and call options, whereby we could elect, at our discretion, or be required by the lessor at the lessor’s discretion, to purchase the leased property at the greater of the property’s fair market value or the amount the lessor paid of approximately $ 1.5 million at the earliest of January 1, 2015 or upon other events, as defined in the agreement. In December 2020, we purchased the ZR Waverly leased facility in California from a shareholder for $ 1.5 million. We recognized rent expense of $ 65.0 thousand for the year ended June 30, 2021 related to this lease agreement. We have lease agreements for certain winery facilities, vineyards, corporate and administrative offices, tasting rooms, and equipment under long-term non-cancelable operating leases. The lease agreements have initial terms of two to fifteen years , with two leases having multiple 5 -year or ten-year renewal terms and other leases having no or up to five-year renewal terms. The lease agreements expire ranging from December 31, 2021 through November 2031 . The minimum annual payments under our lease agreements are as follows: (in thousands) Year Ending June 30, Total 2023 $ 7,297 2024 7,325 2025 6,916 2026 6,852 2027 6,458 Thereafter 13,481 $ 48,329 Total rent expense, including amounts to related parties, was $ 7.6 million and $ 7.4 million for the years ended June 30, 2022 and 2021, respectively. Immediate Family Member and Other Business Arrangements We provi de 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 $ 398.4 thou sand and $ 298.0 thousand for the years ended June 30, 2022 and 2021 . We pay for sponsorship and marketing services and point of sale marketing materials to unincorporated businesses that are managed by immediate family members of an executive officer. During the years ended June 30, 2022 and 2021, payments related to sponsorship and marketing services totaled $ 341.9 tho usand and $ 360.0 thousand, respectively. 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 years ended June 30, 2022 and 2021, payments in respect of capital markets and mergers and acquisitions matters totaled $ 50.5 thousand and zero , respectively. Other Commitments Contracts exist with various growers and certain wineries to supply a significant portion of our future grape and wine requirements. Contract amounts are subject to change based upon actual vineyard yields, grape quality, and changes in grape prices. Estimated future minimum grape and bulk wine purchase commitments are as follows: (in thousands) Year Ending June 30, Total 2023 $ 31,236 2024 16,592 2025 10,803 $ 58,631 Grape and bulk wine purchases under contracts totaled $ 41.7 million and $ 35.5 million for the years ended June 30, 2022 and 2021, respectively. The Company expects to fulfill all of these purchase commitments. Laetitia Development Agreement — In March 2019, in connection with our acquisition of Laetitia Vineyards and Winery, we and the seller agreed to a post close development agreement, whereby the seller would have the right to develop and sell “ up to ” a maximum of six homesites located on the acquired property and we would be entitled to 25.0 % of all net profits realized from the sale of such homesites. The right expired March 15, 2022 and none of the homesites located on the acquired property were sold. Firesteed Put-Call Agreement — In connection with the July 2017 acquisition of substantially all inventory and trademark assets of the Firesteed wine brand we entered into a put and call agreement, whereby, beginning May 2020 through December 2023, we can be required to purchase 200 acres of producing vineyard property at a purchase price equal to the greater of $ 6.1 million or fair market value. We also have a call option to purchase the vineyard beginning January 2023 through December 2023 at a purchase price equal to the greater of $ 6.1 million or appraised fair market value. | 13. Related Party Transactions and Commitments The components of the related party receivables and related party liabilities are as follows: June 30, (in thousands) 2021 2020 Assets: Accounts receivable $ - $ 325 Notes receivable and accrued interest - 756 Total related party receivables $ - $ 1,081 Liabilities: Accounts payable and accrued liabilities $ - $ 1,674 Accrued interest - 541 Convertible notes - 10,000 Total related party liabilities $ - $ 12,215 The components of the related party revenue and expenses are as follows: June 30, (in thousands) 2021 2020 Revenues: Warehousing and fulfillment services $ 815 $ 1,200 Storage and bottling of alcoholic beverages 65 649 Sales and marketing fees 1,722 - Expenses: Concourse Warehouse lease 344 1,393 Swanson lease 605 703 Z.R.Waverly 77 156 Bottling costs - 943 Other Related Party Activities and Balances — We purchased no ne and $ 668 thousand of grapes, bulk wine, and cased wine from related parties for the year ended June 30, 2021 and 2020, respectively. We owed no related parties as of June 30, 2021 and owed $ 25 thousand as of June 30, 2020 related to grape purchases, payroll, insurance, benefits, and other operating expenses reported in related party liabilities on the consolidated balance sheets. Revenues from related parties for the years ended June 30, 2021 and 2020 totaled $ 815 thousand and $ 1.2 million, respectively, with no ne and $ 325 thousand, respectively, included in accounts receivable for the respective period. We provide management, billing and collection services to a related party under a management fee arrangement. For the years ended June 30, 2021 and 2020, we charged this related party management fees of approximately $ 407 thousand and $ 429 thousand, respectively, for these services. As of June 30, 2021 and June 30, 2020, we owed the related party no ne and $ 1.6 million, respectively, related to amounts collected on the related party’s behalf. (See Note 2). We have entered into a number of transactions with a related party covering services related to the storage and bottling of alcoholic beverages. We made payments of approximately $ 65 thousand and $ 943 thousand to the related party for the years ended June 30, 2021 and 2020, respectively. (See Note 2). On December 31, 2020, we entered into a marketing and distribution arrangement with related party, Kunde. Under that arrangement, Kunde paid us a commission for certain distribution sales. We recognized revenue of $ 1.7 million and no ne from the arrangement for the years ended June 30, 2021 and 2020, respectively. The arrangement terminated when we acquired Kunde on April 19, 2021. We made payments for consulting fees to a shareholder of no ne and $ 20 thousand for the years ended June 30, 2021 and 2020, respectively. Related Party Note Receivable — We issued two notes receivable to an executive officer in 2015 totaling $ 670 thousand with an interest rate of 4.0 %. In 2018, the outstanding notes were amended to aggregate the full amount of the outstanding principal and accrued interest into a new note of approximately $ 756 thousand. Interest no longer accrued on the amended note. As of June 30, 2020, the note was classified as a current asset within other assets. The note was paid in full effective March 10, 2021. Related Party Notes Payable — In January 2018, we issued convertible promissory notes of $ 9.0 million and $ 1.0 million to shareholders (the “Related Party Convertible Notes”). The notes included interest at the prime rate plus 4.0 %, which was effectively 7.25 % and 7.25 % as of June 30, 2021 and June 30, 2020, respectively. The interim rate was adjusted on each six-month anniversary of the issuance date. The notes were subordinate to the outstanding bank debt associated with our credit facilities. Total interest expense to related parti es was approximately $ 1.2 million and $ 850 thousand, for the years ended June 30, 2021 and 2020, respectively. The notes were subject to defined repayment terms by maturity as well as allowed for prepayments or the optional conversion of the outstanding notes within the conversion period, defined as (i) thirty (30) days prior to maturity, (ii) thirty days following holders receipt of notice from us of our intent to prepay all or part of the outstanding balance or (iii) thirty days following any event of default or change in control. The notes are convertible into fully paid sh ares of our Series A stock , or our successor, assignee or transferee (the “Conversion Shares”) which we agreed to create and issue promptly upon receipt of notice from the holder of its intent to convert the individual notes. The number of conversion shares into which the individual notes may be converted into was determined by dividing the lower of (1) principal amount and, at the holder’s option, accrued interest by the conversion price, defined as the price per share of any new shares of our stock issued after the date of January 2, 2018 or (2) $ 20.14 . Upon the occurrence of any event of default, the holder may, rather than elect to convert, declare the entire unpaid principal and all accrued and unpaid interest immediately due and payable. On May 31, 2021, we paid $ 9.0 million of principal and $ 0.9 of accrued interest on the $ 9.0 million convertible promissory note. On March 9, 2021, we paid $ 0.5 million of principal and $ 0.3 in accrued interest and on May 31, 2021 we paid the remaining principal of $ 0.5 million and $ 10 thousand in accrued interest on the $ 1.0 million convertible promissory note. In July 2019, we issued a short term secured promissory note of $ 15.0 million to the same shareholder holding the $ 9.0 million convertible promissory note. The note earned interest at a rate of 10 % per annum, provided for the possibility of prepayment, and had a stated maturity of September 25, 2019 , unless extended at the sole discretion of the lender. We paid the note in full in on the maturity date plus accrued interest of approximately $ 204 thousand. Immediate Family Member Employment Agreements and Other Business Arrangements — We provi de at will employment to several family members of officers or directors who provide various sales, marketing and administrative services to us. Payroll and other expenses to these related parties was approximately $ 298 thousand and $ 444 thousand for the years ended June 30, 2021 and 2020 . 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. During the years ended June 30, 2021and 2020, payments related to sponsorship and marketing services totaled approximately $ 360 thousand and $ 380 thousand, respectively. The Company is engaged in various operating lease arrangements with related parties. Concourse Warehouse Lease — We lease 15,000 square feet (“sq. ft.”) of office space and 80,000 sq. ft. of warehouse space. Effective July 31, 2020, the lease was amended to extend the terms of the lease through September 30, 2027 with terms for renewal of the lease term for two additional terms of five years each and shall apply upon expiration of the as-extended initial term on September 30, 2027. The lease includes escalating annual rent increases of three percent for the remainder of the term. Prior to September 2020, the facility was owned by and leased from Concourse, LLC, a related-party real estate leasing entity that was wholly owned by a shareholder. We have no direct ownership in Concourse. In September 202 0, an independent party purchased the facility from Concourse and assumed the lease. The lease has minimum monthly lease payments of approximately $ 103 thousand, with index-related escalation provisions. We account for this lease as an operating lease. We recognized rent expense paid to Concourse of a pproximately $ 344 thousand an d $ 1.4 million, for the years ended June 30, 2021 and 2020, respectively, related to this lease agreement. Swanson Lease — We lease a property with production space and a tasting room under an operating lease with an entity that is wholly owned by a shareholder that expires in August 2030, with minimum monthly lease payments of approximately $ 51 thousand, with index-related escalation provisions every twenty four months subject to a 3.00 % minimum. From inception to December 30, 2020, the terms of the lease included put and call options, whereby we could elect, at our discretion, or be required by the lessor at the lessor’s discretion, to purchase the leased property at the greater of the property’s fair market value or the amount the lessor paid of approximately $ 6.0 million at the earliest of January 1, 2020, or upon other events, as defined in the agreement. Effective December 31, 2020, the lease was amended to remove the put and call options from the lease terms. We recognized rent expense of approximately $ 605 thousand and $ 703 thousand for the years ended June 30, 2021 and 2020, respectively, related to this lease agreement. On May 5, 2021, the Swanson tasting room and production space leased by us from a related party under an operating lease was sold to an independent third party. The Company elected to terminate the lease in accordance with the terms of the lease. There was no termination fee and we received cash consideration from the related party landlord in the amount of $ 500 thousand to assist with the removal and relocation of our winery equipment. We vacated the facility on May 14, 2021. ZR Waverly Lease — We leased tasting room space under an operating lease with an entity that is wholly owned by a shareholder that expires in May 2023 , with minimum lease payments of approximately $ 12 thousand, with index-related escalation provisions. The terms of the lease included put and call options, whereby we could elect, at our discretion, or be required by the lessor at the lessor’s discretion, to purchase the leased property at the greater of the property’s fair market value or the amount the lessor paid of approximately $ 1.5 million at the earliest of January 1, 2015 or upon other events, as defined in the agreement. We recognized rent expense of approximately $ 65 thousand and $ 156 thousand for the years ended June 30, 2021 and 2020, respectively, related to this lease agreement. In December 2020, we purchased the ZR Waverly leased facility in California from a shareholder for $ 1.5 million. We have lease agreements for certain winery facilities, vineyards, corporate and administrative offices, tasting rooms, and equipment under long-term non-cancelable operating leases. The lease agreements have initial terms of two to fifteen years, with two leases having multiple 5-year or ten-year renewal terms and other leases having no or up to five-year renewal terms. The lease agreements expire ranging from December 31, 2021 through November 2031. The minimum annual payments under our lease agreements are as follows: Year Ending June 30, Total 2022 $ 5,913 2023 5,197 2024 5,240 2025 4,936 2026 5,049 Thereafter 17,046 $ 43,381 Total rent expense, including amounts to related parties, was approximately $ 7.4 million and $ 6.8 million for the years ended June 30, 2021 and 2020, respectively. Other Commitments Contracts exist with various growers and certain wineries to supply a significant portion of our future grape and wine requirements. Contract amounts are subject to change based upon actual vineyard yields, grape quality, and changes in grape prices. Estimated future minimum grape and bulk wine purchase commitments are as follows: (in thousands) Year Ending June 30, 2022 $ 42,469 2023 17,572 2024 10,061 2025 835 2026 859 Thereafter 531 $ 72,327 Grape and bulk wine purchases under contracts totaled approximately $ 35.5 million and $ 48.0 million for the years ended June 30, 2021 and 2020, respectively. The Company expects to fulfill all of these purchase commitments. Laetitia Development Agreement — In March 2019, in connection with our acquisition of Laetitia Vineyards and Winery, we and the seller agreed to a post close development agreement, whereby the seller would have the right to develop and sell “ up to ” a maximum of six homesites located on the acquired property and we would be entitled to 25 % of all net profits realized from the sale of such homesites. The right expires March 15, 2022 . Firesteed Put-Call Agreement — In connection with the July 2017 acquisition of substantially all inventory and trademark assets of the Firesteed wine brand we entered into a put and call agreement, whereby, beginning May 2020 through December 2023, we can be required to purchase 200 acres of producing vineyard property at a purchase price equal to the greater of $ 6.1 million or fair market value. We also have a call option to purchase the vineyard beginning January 2023 through December 2023 at a purchase price the greater of $ 6.1 million or appraised fair market value. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income Taxes | 12. Inco me Taxes For the three months ended March 31, 2023, the effective tax rate differs from the federal statutory rate of 21 % primarily due to permanent items related to non-deductible officers compensation expense, discrete items related to impairments, and increase in valuation allowance. For the three months ended March 31, 2022, the effective tax rate differs from the federal statutory rate of 21 % primarily due to state taxes. For the nine months ended March 31, 2023, the effective tax rate differs from the federal statutory rate of 21 % primarily due to permanent items related to non-deductible officers compensation expense, discrete items related to impairments, and increase in valuation allowance. For the nine months ended March 31, 2023, the effective tax rate differs from the federal statutory rate of 21 % primarily due to state taxes. | 16. Income Taxes The components of income from continuing operations before provision for income taxes are as follows: June 30, (in thousands) 2022 2021 United States $ 382 $ 10,854 Total $ 382 $ 10,854 The components of the provision for income taxes are as follows: June 30, (in thousands) 2022 2021 Federal $ - $ - State 80 ( 85 ) 80 ( 85 ) Deferred tax expense (benefit) Federal 755 475 State 226 376 981 851 Total provision for income taxes $ 1,061 $ 766 Our effective tax rate for the year ended June 30, 2022, differs from the 21 % U.S. federal statutory rate primarily due to nondeductible stock compensation, other permanent differences and state taxes. Our effective tax rate for the year ended June 30, 2021, differs from the 21 % U.S. federal statutory rate primarily due to PPP loan forgiveness, stock-based compensation, research and development tax credits, transaction costs and state taxes. A reconciliation of income tax expense to the federal rate of 21% is as follows: June 30, June 30, (in thousands) 2022 2021 2022 2021 Income taxes at statutory rate $ 81 $ 2,282 21.0 % 21.0 % State taxes 289 306 75.5 % 2.8 % Transaction costs - 494 0.0 % 4.6 % Stock-based compensation 464 ( 628 ) 121.1 % - 5.8 % PPP loan forgiveness - ( 1,387 ) 0.0 % - 12.8 % Federal research and development tax credit - ( 343 ) 0.0 % - 3.2 % Other, net 227 42 59.1 % 39.0 % Total provision for income taxes $ 1,061 $ 766 276.7 % 45.6 % Deferred tax assets and liabilities are summarized as follows: June 30, (in thousands) 2022 2021 Deferred tax assets: Accruals $ 871 $ 376 Captive 559 - Operating loss carryforwards 12,251 10,809 Inventories 1,673 1,761 Investments - 3,464 Interest 1,933 - Stock compensation 1,289 - Research and development tax credit carry forwards, net of uncertain tax position 3,793 4,104 Other 747 619 Deferred tax assets 23,116 21,133 Deferred tax liabilities: Property, plant and equipment ( 29,126 ) ( 26,501 ) Prepaid expenses ( 626 ) ( 1,266 ) Intangible assets ( 17,537 ) ( 9,173 ) Investments ( 2,830 ) - Inventories ( 1,530 ) - Change in accounting method ( 1,446 ) ( 945 ) Deferred tax liabilities ( 53,095 ) ( 37,885 ) Valuation allowance - - Deferred tax liability, net $ ( 29,979 ) $ ( 16,752 ) As of June 30, 2022, the Company has a federal R&D tax credit carryforward of $ 3.5 million, which will begin to expire in July 2038 . In addition, the Company has a California R&D tax credit carryforward of $ 1.9 million, which does not expire. As of June 30, 2022, the Company had Federal net operating losses of $ 49.3 million which do not expire but are limited to 80% of taxable income. In addition, the Company has California net operating losses of $ 26.1 million which will begin to expire in the tax year of 2040 and an immaterial amount for the other states which will begin to expire in 2038 . The Company is subject to taxation in the United States and various states and local jurisdictions. As of June 30, 2022, the Company is subject to examination by the tax authorities for fiscal 2018 through fiscal 2021. As of June 30, 2022, the Company is no longer subject to U.S. federal or state and local examinations by tax authorities for years before fiscal 2018. A reconciliation of the beginning and ending balances of unrecognized tax benefit is as follows: June 30, (in thousands) 2022 2021 Balance, beginning of period $ 1,834 $ 1,784 Tax position taken in prior period: - Gross increases 143 - Gross decreases - ( 200 ) Tax position taken in current period: - Gross increases - 250 Gross decreases - - Lapse of statute of limitations - - Settlements - - Balance, end of period $ 1,977 $ 1,834 As of June 30, 2022, the Company had $ 2.0 million in unrecognized income tax benefits and there were immaterial decreases to the Company’s unrecognized tax benefits during the year. An immaterial amount of unrecognized tax benefits would reduce income tax expense and the effective tax rate, if recognized. The remaining unrecognized tax benefits would offset other deferred tax assets, if recognized. The Company does not anticipate any material decreases to the unrecognized tax benefit during the next 12 months. The Company’s policy is to classify interest and penalties associated with unrecognized tax benefits as income tax expense. The Company had no accrued interest or penalty associated with exposures as of June 30, 2022 and June 30, 2021. | 14. Income Taxes The components of income from continuing operations before provision for income taxes are as follows: June 30, (in thousands) 2021 2020 United States $ 10,846 $ ( 19,668 ) Total $ 10,846 $ ( 19,668 ) The components of the provision for income taxes are as follows: June 30, (in thousands) 2021 2020 Current tax expense (benefit) Federal $ - $ ( 99 ) State ( 85 ) ( 150 ) ( 85 ) ( 249 ) Deferred tax expense (benefit) Federal 475 ( 8,143 ) State 376 ( 1,565 ) 851 ( 9,708 ) Total provision for income taxes $ 766 $ ( 9,957 ) Our effective tax rate for the year ended June 30, 2021 differs from the 21 % U.S. federal statutory rate primarily due to PPP loan forgiveness, stock-based compensation, research and development tax credits and state taxes. Our effective tax rate for the year ended June 30, 2020, differs from the 21 % U.S. federal statutory rate primarily due to research and 800development tax credits, state taxes, and a release of the valuation allowance. A reconciliation of income tax expense to the federal rate of 21% is as follows: June 30, (in thousands) 2021 2020 Income taxes at statutory rate $ 2,282 $ ( 4,130 ) State taxes 306 ( 1,404 ) Transaction costs 494 - Stock-based compensation ( 628 ) - PPP loan forgiveness ( 1,387 ) - Federal research and development tax credit ( 343 ) ( 864 ) Valuation allowance - ( 1,419 ) Property, plant, and equipment and other adjustments - ( 2,247 ) Other, net 42 107 Total provision for income taxes $ 766 $ ( 9,957 ) Deferred tax assets and liabilities are summarized as follows: June 30, (in thousands) 2021 2020 Deferred tax assets Accruals $ 376 $ 274 Operating loss carryforwards 10,809 7,711 Inventories 1,761 - Investments 3,464 5,055 Interest - 317 Research and development tax credit carryforwards 4,104 3,520 Other 619 970 Deferred tax assets $ 21,133 $ 17,847 Deferred tax liabilities Property, plant, and equipment ( 26,501 ) ( 16,468 ) Prepaid expenses ( 1,266 ) ( 244 ) Intangible assets ( 9,173 ) ( 5,237 ) Inventories - ( 1,585 ) Change in accounting method ( 945 ) - Deferred tax liabilities ( 37,885 ) ( 23,534 ) Valuation allowance - - Deferred tax liability, net $ ( 16,752 ) $ ( 5,687 ) Based on all available evidence as of June 30, 2021, we determined that it is more likely than not that we would be able to realize the tax benefits of the federal and state deferred tax assets. For the year ended June 30, 2020, the Company recorded a decrease of its valuation allowance of $ 1.4 million. As of June 30, 2021, we have a federal R&D tax credit carryforward of $ 3.5 million, which will begin to expire in July 2038 . In addition, we have a California R&D tax credit carryforward of $ 3.0 million, which does not expire. As of June 30, 2021, we had Federal net operating losses of $ 46.5 million, which do not expire but are limited to 80% of taxable income. In addition, we have California net operating losses of $ 13.7 million which will begin to expire in the tax year of 2040 and an immaterial amount for the other states which will begin to expire in 2038 . As of June 30, 2020, we had federal net operating losses of approximately $ 32.1 million, which do not expire. In addition, we had California net operating losses of approximately $ 13.0 million, which will begin to expire in the tax year of 2040 , and an insignificant amount for the other states, which will begin to expire in 2038 . We are subject to taxation in the U.S. and various states. As of June 30, 2021, we are subject to examination by the tax authorities for fiscal 2017 through fiscal 2020. As of June 30, 2021, we are no longer subject to U.S. federal or state examinations by tax authorities for years before fiscal 2017. On July 1, 2019, we changed our method of accounting for inventories from LIFO to FIFO for book purposes resulting in a change in LIFO to FIFO for tax purposes. The change resulted in an increase of the tax inventory by the tax LIFO reserve of approximately $ 13.2 million, which will be included in income over a four-year period, starting in the year ended June 30, 2020. As of June 30, 2021, the balance of the tax LIFO reserve included in deferred tax liabilities and related inventory adjustments is approximately $ 11.9 million. The liability for income taxes associated with uncertain tax positions, excluding interest and penalties, and a reconciliation of the beginning and ending unrecognized tax benefit liabilities is as follows: June 30, (in thousands) 2021 2020 Balance, beginning of period $ 1,784 $ 1,013 Tax position taken in prior period: Gross increases - - Gross decreases ( 200 ) - Tax position taken in current period: Gross increases 250 771 Gross decreases - - Lapse of statute of limitations - - Settlements - - Balance, end of period $ 1,834 $ 1,784 As of June 30, 2021, we had $ 1.8 million in unrecognized income tax benefits and there were immaterial decreases to the unrecognized tax benefits during the year. We do not anticipate any material decreases to unrecognized tax benefit during the next 12 months. Our policy is to classify interest and penalties associated with unrecognized tax benefits as income tax expense. We had no accrued interest or penalty associated with uncertain tax benefit . |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Retirement Benefits [Abstract] | ||
Employee Benefit Plan | 17. Employee Benefit Plan A 401(k) plan is provided that covers substantially all employees meeting certain age and service requirements. We make discretionary contributions to the 401(k) plan. We recorded matching contributions of $ 1.4 million and $ 1.0 million, respectively for the years ended June 30, 2022 and 2021. | 15. Employee Benefit Plan A 401(k) plan is provided that covers substantially all employees meeting certain age and service requirements. We make discretionary contributions to the 401(k) plan. We recorded matching contributions of $ 965 thousand as of June 30, 2021. The Company recorded no matching contributions for the year ended June 30, 2020. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities and Litigation | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Commitments and Contingencies | 13. Commitm ents and Contingent Liabilities and Litigation 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 material 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. Litigation On November 14, 2022, a purported securities class action lawsuit was filed in the U.S. District Court for the District of Nevada against the Company and certain current and former members of its management team. The lawsuit is captioned Ezzes v. Vintage Wine Estates, Inc., et al. (“Ezzes“), and alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, by making material misstatements or omissions in certain of the Company's periodic reports filed with the SEC relating to, among other things, the Company’s business, operations, and prospects, including with respect to the Company’s inventory metrics and overhead burden. The lawsuit seeks an unspecified amount of damages and an award of attorney’s fees, in addition to other relief. On November 28, 2022, a second purported securities class action lawsuit, captioned Salbenblatt v. Vintage Wine Estates, Inc., et al. (“Salbenblatt”), was filed in the same court, containing similar claims and allegations, and seeking similar relief, as the Ezzes lawsuit. On February 14, 2023, the Court consolidated both actions and appointed the lead plaintiffs. The Salbenblatt action was transferred to and consolidated with the Ezzes action. On May 1, 2023, the lead plaintiffs filed a consolidated amended class action complaint (“amended complaint”). The defendants’ response to the amended complaint is due June 30, 2023. The Company believes this litigation is without merit and intends to defend against them vigorously. However, litigation is inherently uncertain, and the Company is unable to predict the outcome of this litigation and is unable to estimate the range of loss, if any, that could result from an unfavorable outcome. The Company also cannot provide any assurance that the ultimate resolution of this litigation will not have a material adverse effect on our reputation, business, prospects, results of operations or financial condition. The Company is involved in two disputes relating to an Asset Purchase Agreement (“APA”) and a related Non-Compete Agreement/Non-Solicitation Agreement (the “Non-Compete Agreement”) from a 2018 acquisition. Claimant has alleged that the Company did not make certain earnout payments allegedly due under the APA and has alleged that the Company misused alleged rights of publicity with respect to the brands in violation of the Non-Compete Agreement. Claimant collectively allege potential damages of approximately $ 3.0 million. The Company disputes that the amounts in excess of the accrued earn-out liability for the dispute period are owed and intends to vigorously defend itself against the claims. At this time, in view of the complexity and ongoing nature of the matters, we are unable to reasonably estimate a possible loss or range of loss that the Company may incur to resolve these matters or defend against these claims in the event of litigation. From time to time, the Company may become subject to other legal proceedings, claims and litigation arising in the ordinary course of business. In addition, the Company may receive letters alleging infringement of patent or other intellectual property rights. The Company is not currently a party to any other material legal proceedings, nor is it aware of any pending or threatened litigation that, in the Company’s opinion, would have a material adverse effect on the business, operating results, cash flows or financial condition should such litigation be resolved unfavorably. 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. 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 Fiscal 2023 $ - 2024 12,360 2025 7,466 2026 3,619 2027 195 2028 105 $ 23,745 Grape, bulk wine and cider purchases under contracts totaled $ 17.9 million and $ 9.2 million and $ 47.9 million and $ 30.4 million for the three and nine months ended March 31, 2023 and 2022, respectively. The Company expects to fulfill all of these purchase commitments. | 18. Commitments 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. | 16. 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. |
Economic Uncertainties
Economic Uncertainties | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | ||
Economic Uncertainties | 19. Economic Uncertainties Novel Coronavirus The COVID-19 pandemic ("COVID-19") and inflation continues to disrupt the U.S. and global economies. While many measures implemented by governments in an effort to slow the spread of COVID-19 have been lifted or eased, there remains ongoing uncertainty about the impact on economic activity. We cannot estimate with any certainty the length or severity of the COVID-19 pandemic 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 COVID-19 pandemic to have a minimal impact on sales revenues, as we believe we are well-positioned to take advantage of increased direct-to-consumer sales platforms. Invasion of Ukraine Russia's invasion of Ukraine has not had a direct impact on the Company. The Company does not have assets, operations or human capital resources located in Russia or Ukraine, does not invest or hold securities that trade in those areas and does not rely on goods or services sourced in Russia or Ukraine. However, the Company receives its capsules for wine bottles from a supplier in Italy, who has plants located in Ukraine, Italy and Poland. While the Company has not been impacted directly by supply chain disruptions as a result of the invasion, including potential cybersecurity risks and other indirect operational or supply chain challenges, the competition has increased from suppliers due to the closing of the plant in Ukraine. U.S. Wildfires Significant wildfires in California, Oregon and Washington state, have engulfed the affected regions in smoke and flames. The long-term trend is that wildfires are increasing resulting from drought conditions. Drought conditions due to global climate change have increased the severity of destructive wildfires which have affected the U.S. grape harvest. When vineyards and grapes are exposed to smoke, it can result in an ashy, burnt, or smoky aroma, described as "smoke tainted”. Industry grape suppliers have also experienced smoke and fire damage from the wildfires. Damage to our grape harvest and vineyards caused from wildfires have impacted our revenues, costs of revenues and winery overhead for the periods presented. | 17. Novel Coronavirus and Northern California Fires The COVID-19 pandemic and restrictions imposed by federal, state, and local governments in response to the outbreak have disrupted and will continue to disrupt our business. While many of the restrictions have expired, some are continuing and others are being reimplemented as COVID-19 continues to spread. We expect the COVID-19 pandemic to have a minimal impact on sales revenues, as we are well-positioned to take advantage of increased direct to consumer sale platforms in lieu of in-person transactions. Our operations could be further disrupted if a significant number of employees are unable or unwilling to work, whether because of illness, quarantine, restrictions on travel or fear of contracting COVID-19. In addition, we could be impacted by further risk of the fires in Northern California, which could further materially adversely affect liquidity, financial position, and results of operations. To support employees and protect the health and safety of employees and customers, we may offer enhanced health and welfare benefits, provide bonuses to employees, and purchase additional sanitation supplies and personal protective materials. These measures will increase operating costs and adversely affect liquidity. The COVID-19 pandemic and fires in Northern California may also adversely affect the ability of grape suppliers to fulfill their obligations, which may negatively affect operations. If suppliers are unable to fulfill their obligation, we could face shortages of grapes, and operations and sales could be adversely impacted. Additionally, the Northern California fires may result in damage to our vineyards and properties and damaging the grapes used in producing wine varietals and blends, and interruption of our operations. While we maintain insurance for property damage, crops, and business interruption relating to catastrophic events, such as fires, the potential adverse impact to us is uncertain as of the date of the consolidated financial |
Segments
Segments | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
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 ("DTC") -- 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 ("B2B") -- 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 revenue 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 revenue and income from operations directly attributable to the Company's segments: Three Months Ended March 31, 2023 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenue $ 20,811 $ 17,174 $ 31,490 $ 3 $ 69,478 Income (loss) from operations $ ( 1,637 ) $ ( 2,929 ) $ 5,562 $ ( 4,795 ) $ ( 3,799 ) Three Months Ended March 31, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenue $ 24,549 $ 19,595 $ 33,657 $ 1,132 $ 78,933 Income (loss) from operations $ 3,270 $ 916 $ 10,457 $ ( 13,759 ) $ 884 Nine Months Ended March 31, 2023 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenue $ 67,260 $ 63,101 $ 94,385 $ ( 46 ) $ 224,700 Income (loss) from operations $ ( 129,331 ) $ 43 $ 16,445 $ ( 44,238 ) $ ( 157,081 ) Nine Months Ended March 31, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenue $ 62,923 $ 69,316 $ 83,349 $ 2,643 $ 218,231 Income (loss) from operations $ 12,654 $ 14,834 $ 26,274 $ ( 34,014 ) $ 19,748 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 three months ended March 31: 2023 $ 7 $ 286 $ 245 $ 514 $ 1,052 2022 $ - 200 $ - $ - $ 200 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total For the Nine months ended March 31: 2023 $ 20 $ 876 $ - $ 1,466 $ 2,362 2022 $ - 500 $ - $ - $ 500 Amortization expense recognized by operating segment is summarized below: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total For the three months ended March 31: 2023 $ 636 $ 798 $ 379 $ - $ 1,813 2022 $ 620 1,400 $ 63 $ - 2,083 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total For the Nine months ended March 31: 2023 $ 1,868 $ 2,407 $ 1,141 $ 13 $ 5,429 2022 $ 1,038 2,832 $ 68 $ - 3,938 | 20. Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. When determining the reportable segments, we aggregated operating segments based on their similar economic and operating characteristics. Segment results are presented in the same manner as we present our operations internally to make operating decisions and assess performance. Financial performance is reported in three segments: Wholesale, Direct to Consumer, and Business to Business. Our Corporate and Other segment generates revenue from grape and bulk wine sales and storage services. We record corporate level expenses, non-direct selling expenses and other expenses not specifically allocated to the results of operations in our Corporate and Other segment. 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. We pay depletion and marketing allowances to certain distributors, based on sale s to their custo mers, or the allowance is netted directly against the purchase price. When recording a sale to the distributor, a depletion and marketing allowance liability is recorded to accrued liabilities and sales are reported net of those expenses. Depletion and marketing allowance payments are made when completed incentive program payment requests are received from the customers or are net of initial pricing. Depletion and marketing allowance payments reduce the accrued liability. For the years ended June 30, 2022 and 2021 we recorded $ 1.4 million and $ 1.7 million respectively, as a reduction in sales on the consolidated statement of operations related to depletions. As of June 30, 2022 and 2021, we recorded a depletion allowance and marketing liability in the amount of $ 347.9 thousand and $ 216.0 thousand, respectively, which is included as a component of other accrued expenses in accrued liabilities and other payables on the consolidated balance sheets. Estimates are based on historical and projected experience for each type of program or customer. Direct-to-Consumer Segment — We sell our wine and other merchandise directly to consumers through wine club memberships, at wineries’ tasting rooms, at Sommelier wine tasting events, and through the Internet. Winery estates hold various public and private events for customers and our wine club members. The certified Sommeliers provide guided tasting experiences customized for each audience through virtual and in-person events internationally. Upfront consideration received from the sale of tickets or under private event contracts for future events is recorded as deferred revenue. The Company recognizes event revenue on the date the event is held. Business-to-Business — Our Business-to-Business sales channel generates revenue primarily from the sale of private label wines and spirits, and custom services. Annually, we work with our national retail partners to develop private label wines incremental to their wholesale channel businesses. These services are made under contracts with customers, which includes specific protocols, pricing, and payment terms. The customer retains title and control of the product during the process. We have determined that operating income is the profit or loss measure that the CODM uses to make resource allocation decisions and evaluate segment performance. Operating income assists management in comparing the segment performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect the core operations and, therefore, are not included in measuring segment performance. We define operating profit as gross margin less operating expenses that are directly attributable to the segment. Selling expenses that can be directly attributable to the segment are allocated accordingly, however, centralized selling expenses, general and administrative and other factors including the re-measurements of contingent consideration and impairment of intangible assets and goodwill are not allocated to a segment as management does not believe such items directly reflect the core operations and therefore are not included in measuring segment performance. 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. Following is financial information related to operating segments: Year Ended June 30, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 84,534 $ 92,416 $ 113,934 $ 2,886 $ 293,770 Income (loss) from operations $ 5,507 $ 15,047 $ 16,920 $ ( 45,396 ) $ ( 7,922 ) Year Ended June 30, 2021 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 72,908 $ 66,605 $ 77,440 $ 3,789 $ 220,742 Income (loss) from operations $ 15,044 $ 11,437 $ 17,944 $ ( 35,245 ) $ 9,180 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 years ended: 2022 $ 130 $ 1,121 $ 1,328 $ 1,529 $ 4,108 2021 $ - $ 1,500 $ - $ - $ 1,500 Amortization expense recognized by operating segment is summarized below: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total For the years ended: 2022 $ 1,657 $ 3,579 $ 712 $ - $ 5,948 2021 $ - $ 100 $ - $ - $ 100 All of our long-lived assets are located within the United States. | 18. Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. When determining the reportable segments, we aggregated operating segments based on their similar economic and operating characteristics. Segment results are presented in the same manner as we present our operations internally to make operating decisions and assess performance. Financial performance is reported in three segments: Wholesale, Direct to Consumer, and Business to Business. Wholesale Segment —We sell our wine 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 internationally. Upfront consideration received from the sale of tickets or under private event contracts for future events is recorded as deferred revenue. The Company recognizes event revenue on the date the event is held. Business-to-Business — Our sales channel generates revenue primarily from the sale of private label wines and custom winemaking services. Annually, we work with our national retail partners to develop private label wines incremental to their wholesale channel businesses. Additionally, we provide custom winemaking services. These services are made under contracts with customers, which includes specific protocols, pricing, and payment terms. The customer retains title and control of the wine during the winemaking process. We have determined that operating income is the profit or loss measure that the CODM uses to make resource allocation decisions and evaluate segment performance. Operating income assists management in comparing the segment performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect the core operations and, therefore, are not included in measuring segment performance. We define operating profit as gross margin less operating expenses that are directly attributable to the segment. Selling expenses that can be directly attributable to the segment are allocated accordingly, however, centralized selling expenses, general and administrative and other factors including the re-measurements of contingent consideration and impairment of intangible assets and goodwill are not allocated to a segment as management does not believe such items directly reflect the core operations and therefore are not included in measuring segment performance. 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. Following is financial information related to operating segments: (in thousands) For the year ended June 30, 2021 Wholesale Direct to Consumer Business to Business Other/Non-Allocable Total Net revenues $ 72,908 $ 66,605 $ 77,440 $ 3,789 $ 220,742 Income from operations $ 15,044 $ 11,437 $ 17,944 $ ( 35,245 ) $ 9,180 For the year ended June 30, 2020 Wholesale Direct to Consumer Business to Business Other/Non-Allocable Total Net revenues $ 75,435 $ 55,639 $ 54,056 $ 4,789 $ 189,919 Income from operations $ 14,777 $ 7,149 $ 14,783 $ ( 28,971 ) $ 7,738 There was no inter-segment activity for any of the given reporting periods presented. Excluding property, plant, and equipment for wine tasting facilities and the customer Sommelier relationships and intangible assets specific to the Sommelier acquisition allocated specifically to the Direct to Consumer reporting segment, based on the nature of our business, revenue generating assets are utilized across segments; therefore, we do not allocate assets to our reportable segments as they are not included in the review performed by the CODM for purposes of assessing segment performance and allocating resources. Depreciation expense recognized for assets included in the Direct to Consumer reporting segment was approximately $ 1.5 million and $ 1.3 million, for the years ended June 30, 2021 and 2020, respectively. The amortization expense associated with the Sommelier intangible assets, acquired in June 2021 and included in the Direct to Consumer reporting segment, was insignificant. All of our long-lived assets are located within the United States. |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |||
Net (Loss) Income 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 March 31, Nine Months Ended March 31, (in thousands, except for per share amounts) 2023 2022 2023 2022 Net (loss) income $ ( 10,174 ) $ 2,707 $ ( 141,433 ) $ 14,038 Less: loss allocable to noncontrolling interest ( 14 ) ( 73 ) ( 1,403 ) ( 138 ) Net (loss) income allocable to common shareholders $ ( 10,160 ) $ 2,780 $ ( 140,030 ) $ 14,176 Numerator – Basic EPS Net (loss) income allocable to common shareholders $ ( 10,160 ) $ 2,780 $ ( 140,030 ) $ 14,176 Net (loss) income allocated to common shareholders $ ( 10,160 ) $ 2,780 $ ( 140,030 ) $ 14,176 Numerator – Diluted EPS Net (loss) income allocated to common shareholders $ ( 10,160 ) $ 2,780 $ ( 140,030 ) $ 14,176 Net (loss) income allocated to common shareholders $ ( 10,160 ) $ 2,780 $ ( 140,030 ) $ 14,176 Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 59,289,659 61,410,403 59,014,915 60,773,258 Denominator – Diluted Common Shares Weighted average common shares - Diluted 59,289,659 61,410,403 59,014,915 60,773,258 Net (loss) income per share – basic: Common Shares $ ( 0.17 ) $ 0.05 $ ( 2.37 ) $ 0.23 Net (loss) income per share – diluted: Common Shares $ ( 0.17 ) $ 0.05 $ ( 2.37 ) $ 0.23 The following securities have been excluded from the calculations of diluted earnings per share attributable to common shareholders because including them would have been antidilutive: Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Shares subject to warrants to purchase common stock 25,646,453 26,000,000 25,646,453 26,000,000 Shares subject to options to purchase common stock 3,027,661 2,650,051 3,027,661 2,650,051 Total 28,674,114 28,650,051 28,674,114 28,650,051 | 21. Net (Loss) Income Per Share The following table presents the calculation of basic and diluted (loss) earnings per shares: June 30, (in thousands, except for per share amounts) 2022 2021 Net income $ ( 679 ) $ 10,088 Less: Series B dividends and accretion - 5,785 Less: income (loss) allocable to noncontrolling interest ( 108 ) 218 Net (loss) income allocable to common shareholders $ ( 571 ) $ 4,085 Numerator – Basic EPS Net (loss) income allocable to common shareholders $ ( 571 ) $ 4,085 Less: net income allocated to participating securities (Series B) - 613 Net (loss) income allocated to common shareholders $ ( 571 ) $ 3,472 Numerator – Diluted EPS Net (loss) income allocated to common shareholders $ ( 571 ) $ 3,472 Add: net income attributable to convertible debt - 175 Reallocation of income under the two-class method - ( 165 ) Net (loss) income allocated to common shareholders $ ( 571 ) $ 3,482 Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 60,673,789 24,696,828 Denominator – Diluted Common Shares Effect of dilutive securities: Stock options - 404,567 Convertible debt - 78,106 Weighted average common shares - Diluted 60,673,789 25,179,502 Net (loss) income per share – basic: Common Shares $ ( 0.01 ) $ 0.14 Net (loss) income per share – diluted: Common Shares $ ( 0.01 ) $ 0.14 Net income (loss) per share calculations and potentially dilutive security amounts for all periods prior to the transaction on June 7 have been retrospectively adjusted to the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization. The following securities have been excluded from the calculations of diluted earnings (loss) per share allocable to common shareholders because including them would have been antidilutive are, as follows: June 30, 2022 2021 Shares subject to warrants to purchase common stock 25,818,247 - Shares subject to options to purchase common stock 3,503,527 - Total 29,321,774 - | 19. Net Income (Loss) Per Share The following table presents the calculation of basic and diluted earnings (loss) per shares: June 30, (in thousands) 2021 2020 Net income (loss) $ 10,088 $ ( 9,700 ) Less: Series B dividends and accretions 5,785 4,978 Less: income allocable to noncontrolling interest 218 41 Net income (loss) allocable to common shareholders $ 4,085 $ ( 14,719 ) Numerator – Basic EPS Net income (loss) allocable to common shareholders $ 4,085 $ ( 14,719 ) Less: net income allocated to participating securities (Series B) 613 - Net income (loss) allocated to common shareholders $ 3,472 $ ( 14,719 ) Numerator – Diluted EPS Net income (loss) allocated to common shareholders $ 3,472 $ ( 14,719 ) Add: net income atllocable to convertible debt 175 - Reallocation of income (loss) under the two-class method ( 165 ) - Net income (loss) allocated to common shareholders $ 3,482 $ ( 14,719 ) Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 24,696,828 21,920,583 Denominator – Diluted Common Shares Effect of dilutive securities: Stock options 404,567 - Warrants 78,106 - Weighted average common shares - Diluted 25,179,502 21,920,583 Net income (loss) per share – basic: Common Shares $ 0.14 $ ( 0.67 ) Net income (loss) per share – diluted: Common Shares $ 0.14 $ ( 0.67 ) Net income (loss) per share calculations and potentially dilutive security amounts for all periods prior to the transaction on June 7 have been retrospectively adjusted to the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization. Historically reported weighted average shares outstanding have been multiplied by the Exchange Ratio of approximately 2.857 . The following securities have been excluded from the calculations of diluted earnings (loss) per share allocable to common shareholders because including them would have been antidilutive are, as follows: June 30, 2021 2020 Shares subject to option to purchase common stock - 2,572,385 Shares subject to notes payable optional conversion into common stock - 1,349,546 Total - 3,921,931 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Subsequent Events [Abstract] | |||
Subsequent Events | 17. Subsequent Events On May 9, 2023, we amended the Second A&R Loan and Security Agreement to revise the definition and calculation of certain financial covenants as of March 31, 2023. The amendment revised the definition of Adjusted EBITDA (as defined in the Second A&R Loan and Security Agreement) as utilized in the fixed charge coverage ratio calculation to allow certain addbacks to Adjusted EBITDA. The amendment also requires us to deliver a financial plan for the fiscal year ended June 30, 2024 by June 20, 2023. Failure to provide the financial plan pursuant to the terms of the amendment will constitute an Event of Default under the Second A&R Loan and Security Agreement. The amendment also requires us to obtain prior written consent from the Required Lenders before making any Distribution or Permitted Acquisitions, each as defined in the Second A&R Loan and Security Agreement. | 22. Subsequent Events Restricted Cash In connection with the April 2021 Loan and Security Agreement (see Note 11), 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. | 20. Subsequent Events On October 4, 2021, the Company acquired 100 % of the members interest in Vinesse, LLC, a California limited liability company. Vinesse, LLC ("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, providing for expanded synergies and growth through the acquisition. The purchase totaling $ 17.1 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 $ 2.5 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 acquisition of Vinesse closed near the date the Company's consolidated financial statements were available for issuance. Thus, the initial accounting for the business combination and required disclosures specific to the transaction are impracticable for us to provide. Specifically, the following accounting and disclosures could not be made: • acquisition-related costs and related accounting treatment; • the acquisition date fair value of the total consideration transferred, assets acquired, including intangible assets and liabilities assumed, and relate valuation techniques to be used in the fair value measurement process; • the total amount of expected goodwill and related deductibility for tax purposes; • the existence and measurement of contingencies to be recognized at the acquisition date, if any; and • revenue and earnings of the combined entity for the current and prior reporting periods. The goodwill balance and operational results from the Vinesse acquisition are expected to impact the Direct-to-Consumer reporting segment. On September 9, 2021, the Company formed VWE Captive, LLC, a wholly-owned captive insurance company ("Captive"), which became operational on October 1, 2021. The Company formed Captive to self-insure the first $ 10 million of claims, above which limit, Captive has secured insurance. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | |||
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include the accounts of all majority-owned or controlled subsidiaries, and all significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively. References to the "Company", "we," "our," "us," and similar pronouns in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (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. Inflation and supply chain constraints, as well as the ongoing COVID-19 pandemic ("COVID-19"), 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. Management expects economic uncertainties including inflation and supply chain constrains to continue to impact several areas of the business including sales, cost of goods, operating expenses and cash flows. 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. | Basis of Presentation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements. | Basis of Presentation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements. |
Going Concern | Going Concern The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. On May 9, 2023, the Company entered into an amendment to its Second A&R Loan and Security Agreement (defined in Note 10) that adjusted the definition of certain financial covenants for the quarter ended March 31, 2023. Due to the amendment, the Company was in compliance with its debt covenants as of March 31, 2023. The Company currently forecasts that it will not meet certain financial debt covenants as required per our Second A&R Loan and Security Agreement (defined in Note 10) beginning with the quarter ended June 30, 2023, which would constitute an event of default, which if not waived, can result in the potential acceleration of the Company’s outstanding debt under the Second A&R Loan and Security Agreement. If an event of default occurs under the Second A&R Loan and Security Agreement and the lender accelerates the maturity of the debt thereunder, the Company may not have sufficient cash to repay the outstanding debt. In response to these conditions, management has begun to actively engage in conversations with the lender of the Second A&R Loan and Security Agreement regarding amendments and waivers to the related financial covenants, however, whether an amendment or waiver is obtained is not within the Company's control, and therefore cannot be deemed probable. During the third fiscal quarter of 2023 which ended March 31, 2023, the Company implemented several cost reduction and revenue enhancing initiatives to improve its financial results and cash flow from operations. This included reducing our workforce by approximately 4 %. In addition, we have strategically raised prices across the Direct-to-Consumer segment, increased certain shipping fees and restructured customer contracts to reduce freight costs. These efforts are expected to have an annualized benefit of $ 10 million to operating income exclusive of the $ 2 million in costs we incurred during the three months ending March 31, 2023 to affect the changes. Furthermore, we are contemplating developing a comprehensive business development and restructuring plan including the evaluation of several options for further cost reductions. We expect we can improve operating results through customer contract renegotiations, simplification of the business, focusing resources on key brands and an elimination of less profitable SKUs (stock keeping unit). As part of the process, we are also evaluating further asset monetization opportunities to generate cash to reduce debt. There can be no assurances that the Company will be able to successfully implement these strategies, or if successfully implemented, that we will see the expected benefits from such strategies. Additionally, there can be no assurances that any benefits from cost reduction strategies will enable the Company to remain in compliance with its financial covenants or provide the Company with sufficient cash to pay the outstanding debt on the Second A&R Loan and Security Agreement if accelerated by the lender. As a result of these uncertainties, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements were issued. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might result from the outcome of this uncertainty. | ||
Merger and Reverse Recapitalization | Merger and Reverse Recapitalization We were formed in 2019 as Bespoke Capital Acquisition Corp. (“BCAC”), a special purpose acquisition company incorporated under the laws of the Province of British Columbia. BCAC was organized for the purpose of effecting an acquisition of one or more businesses or assets by way of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or any other similar business combination involving BCAC. On June 7, 2021, BCAC completed its business combination (the "Merger") with Vintage Wine Estates, Inc., a California corporation ("Legacy VWE") pursuant to a transaction agreement dated February 3, 2021 (as amended, the “Transaction Agreement”) by the merger of VWE Acquisition Sub Inc., a wholly owned subsidiary of BCAC (“merger sub”) with and into Legacy VWE, with Legacy VWE continuing as the surviving entity and as a wholly owned subsidiary of BCAC. In connection with the Merger, BCAC changed its jurisdiction of incorporation from the Province of British Columbia to the State of Nevada and BCAC changed its name to Vintage Wine Estates, Inc. Upon the consummation of the Merger, the Company received approximately $ 248.7 million, net of fees and expenses. See Note 2 for additional details regarding the transaction. | Merger and Reverse Recapitalization On June 7, 2021, Bespoke Capital Acquisition Corp (“BCAC”), a publicly-traded special purpose acquisition corporation, completed its business combination (the "Merger") with Legacy VWE pursuant to a transaction agreement (as amended, the “Transaction Agreement”) by the merger of VWE Acquisition Sub Inc., a wholly owned subsidiary of BCAC (“merger sub”) with and into Legacy VWE, with Legacy VWE continuing as the surviving entity and as a wholly owned subsidiary of BCAC. In connection with the Merger, BCAC changed its jurisdiction of incorporation from the Province of British Columbia to the State of Nevada and BCAC changed its name to Vintage Wine Estates, Inc. Upon the consummation of the Merger, the Company received approximately $ 248.7 million, net of fees and expenses. See Note 2 for additional details regarding the transaction. | |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Significant estimates include, but are not limited to, revenue recognized from the sale of wine, spirits and cider, accounting for income taxes, the net realizable value of inventory, estimated fair values of intangible assets in acquisitions, intangible assets and goodwill for impairment, amortization methods and stock-based compensation. Actual results could differ materially from those estimates. | Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Significant estimates include, but are not limited, to depletion allowance, allowance for doubtful accounts, the net realizable value of inventory, expected future cash flows including growth rates, discount rates, and other assumptions and estimates used to evaluate the recoverability of long-lived assets, estimated fair values of intangible assets in acquisitions, intangible assets and goodwill for impairment, amortization methods and periods, amortization period of label and package design costs, the estimated fair value of long-term debt, the valuation of interest rate swaps, contingent consideration, common stock, stock-based compensation, and accounting for income taxes. Actual results could differ materially from those estimates. | Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Significant estimates include, but are not limited, to depletion allowance, allowance for doubtful accounts, the net realizable value of inventory, expected future cash flows including growth rates, discount rates, and other assumptions and estimates used to evaluate the recoverability of long-lived assets, estimated fair values of intangible assets in acquisitions, intangible assets and goodwill for impairment, amortization methods and periods, amortization period of label and package design costs, the estimated fair value of long-term debt, the valuation of interest rate swaps, contingent consideration, common stock, stock-based compensation, and accounting for income taxes. Actual results could differ materially from those estimates. |
Reclassifications | 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 $ 2.1 million and $ 3.9 million of amortization expense from selling, general and administrative expenses to amortization expense for the three and nine months ended March 31, 2023, respectively. | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Specifically, we reclassified accrued trade commissions to other accrued expenses and reclassified custom production and other receivables to Wholesale trade accounts receivables. | |
Cash | Cash Cash consists of deposits held at financial institutions. | Cash Cash consists of deposits held at financial institutions. | |
Restricted Cash | Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet that sums to the total of the same such amounts as shown in the condensed consolidated statement of cash flows: (in thousands) March 31, 2023 June 30, 2022 Cash and cash equivalents $ 31,966 $ 45,492 Restricted cash - 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 31,966 $ 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 were satisfied. | Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sums to the total of the same such amounts as shown in the consolidated statement of cash flows: (in thousands) June 30, 2022 June 30, 2021 Cash and cash equivalents $ 43,692 $ 118,879 Restricted cash 6,600 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 50,292 $ 123,679 Restricted cash consists of $ 4.8 million that was deposited into a restricted cash account as collateral for the credit facility, subject to release upon the completion of certain construction costs (see Note 11) and $ 1.8 million that was deposited into a restricted cash account as collateral for our captive insurance letter of credit (see Note 9). | Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sums to the total of the same such amounts as shown in the statement of cash flows. (in thousands) June 30, 2021 June 30, 2020 Cash and cash equivalents $ 118,879 $ 1,751 Restricted cash 4,800 - Total cash, cash equivalents and restricted cash as shown in the statement of cash flows $ 123,679 $ 1,751 Restricted cash consists of cash that was deposited into a restricted cash account as collateral for the credit facility and are subject to release upon the completion of certain construction costs. See Note 9. |
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 March 31, 2023 and June 30, 2022, was $ 0.8 million and $ 0.1 million, 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 March 31, Nine Months Ended March 31, (in thousands) 2023 2022 2023 2022 Geographic regions: United States $ 69,114 $ 77,586 $ 223,036 $ 213,713 International 364 1,347 1,664 4,518 Total net revenue $ 69,478 $ 78,933 $ 224,700 $ 218,231 The following table provides a disaggregation of revenue based on the pattern of revenue recognition: Three Months Ended March 31, Nine Months Ended March 31, (in thousands) 2023 2022 2023 2022 Point in time $ 58,005 $ 65,170 $ 190,949 $ 180,116 Over a period of time 11,473 13,763 33,751 38,115 Total net revenue $ 69,478 $ 78,933 $ 224,700 $ 218,231 | ||
Concentrations of Risk | Concentrations of Risk Financial instruments that potentially expose us to significant concentrations of credit risk consist primarily of cash and trade accounts receivable. We maintain the majority of our cash balances at multiple financial institutions that management believes are of high-credit quality and financially stable. At times, we have cash deposited with major financial institutions in excess of the Federal Deposit Insurance Corporation ("FDIC") insurance limits. At March 31, 2023 and June 30, 2022, we had $ 30.3 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 March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Revenue as a percent of total revenue Customer A 21.6 % 15.6 % 19.5 % 18.3 % Customer B * * * 10.0 % Customer C * * * 10.1 % Customer D * * * * The following table summarizes customer concentration of: March 31, 2023 June 30, 2022 Receivables as a percent of total receivables Customer A 39.7 % 26.0 % Customer B * * Customer C * * Customer D 20.9 % * * Customer revenue or receivables did not exceed 10% in the respective periods. Revenue for sales from Customer A, Customer B, Customer D are included within the Wholesale and Business-to-Business reporting segments and Customer C is included within the Business-to-Business reporting segment. | 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 June 30, 2022 and 2021, we had $ 49.0 mi llion and $ 121.6 million respectively, in four 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: June 30, 2022 2021 Customer A Revenue as a percent of total revenue 21.0 % 32.0 % Receivables as a percent of total receivables 26.0 % 35.0 % Customer B Revenue as a percent of total revenue * 13.1 % Receivables as a percent of total receivables * 21.0 % Customer C Revenue as a percent of total revenue * 10.9 % Receivables as a percent of total receivables * * Customer D Revenue as a percent of total revenue * * Receivables as a percent of total receivables * 10.4 % Customer E Revenue as a percent of total revenue 22.9 % * Receivables as a percent of total receivables * * * Customer revenue or receivables did not exceed 10% in the respective periods . Revenues fo r sales from Customer A are included within the Wholesale and Business-to-Business reporting segments, Customer B and Customer E are included within the Business-to-Business reporting segment and Customer C and Customer D are included within the Wholesale reporting segment. See Note 20. | 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 June 30, 2021 and 2020, we had approximately $ 121.6 million and $ 1.3 million respectively, in one major financial institution in excess of FDIC insurance limits. We sell the majority of our wine through U.S. distributors and the direct-to-consumer channel. Receivables arising from these sales are not collateralized. We attempt to limit our credit risk by performing ongoing credit evaluations of our customers and maintaining adequate allowances for potential credit losses. The following table summarizes customer concentration as of and for the years ended June 30, 2021 and 2020: June 30, 2021 2020 Customer A Revenue as a percent of total revenue 32.0 % 23.7 % Receivables as a percent of total receivables 35.0 % 42.1 % Customer B Revenue as a percent of total revenue 13.1 % 10.5 % Receivables as a percent of total receivables 21.0 % * Customer C Revenue as a percent of total revenue 10.9 % 10.6 % Receivables as a percent of total receivables * * Customer D Revenue as a percent of total revenue * * Receivables as a percent of total receivables 10.4 % * * Customer revenue or receivables did not exceed 10% in the respective periods . Revenue for the sales from Customer A are included in the Wholesale and Business-to-Business reporting segments, Customer B revenue within the Business-to-Business reporting segment, Customer C within the Wholesale reporting segmen t and Customer D within the Wholesale reporting segment. See Note 18. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, less estimated returns, allowances, and discounts. We determine the provision based on historical write-off experience. Account balances are written-off against the provision when we feel it is probable the receivable will not be recovered. The provision for doubtful accounts was $ 120.0 thousand and $ 97.0 thousand, at June 30, 2022 and 2021, 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. | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, less estimated returns, allowances, and discounts. We determine the provision based on historical write-off experience. Account balances are written-off against the provision when we feel it is probable the receivable will not be recovered. The provision for doubtful accounts was approximately $ 97 thousand and $ 50 thousand, at June 30, 2021 and 2020, respectively. We do not accrue interest on past-due amounts. Bad debt expense was insignificant for all reporting periods presented. | |
Principal vs. Agent Considerations | Principal vs. Agent Considerations As part of our revenue recognition process, we evaluate whether we are the principal or agent for the performance obligations in our contracts with customers. When we determine that we are the principal for a performance obligation, we recognize revenue for that performance obligation on a gross basis. When we determine that we are an agent for a performance obligation, we recognize revenue for that performance obligation net of the related costs. In determining whether we are the principal or the agent, we evaluate whether we have control of the goods or services before we transfer the goods or services to the customer by considering whether we are primarily obligated for transferring the goods or services to the customer, whether we have inventory risk for the goods or services before the goods or services are transferred to the customer, and whether we have latitude in establishing prices. | ||
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. | 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. | Inventories Inventories of bulk and bottled wines and spirits, and inventories of non-wine products and bottling and packaging supplies are valued at the lower of cost using the FIFO method or net realizable value. Costs associated with winemaking, and other costs associated with the manufacturing of products for resale, are recorded as inventory. Net realizable value is the value of an asset that can be realized upon the sale of the asset, less a reasonable estimate of the costs associated with either the eventual sale or the disposal of the asset in question. Inventories are classified as current assets in accordance with recognized industry practice, although most wines and spirits are aged for periods longer than one year. |
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. | ||
Legal Costs | Casualty Gains We suffered smoke-tainted inventory damage resulting from the October 2017 Napa and Sonoma County wildfires. We filed an insurance claim for this damage, which was settled in fiscal 2021 for approximately $ 3.8 million, net of legal costs. In fiscal 2022, we received an additional $ 2.7 million, net of legal costs, related to wildfire claims. During the nine months ended March 31, 2023, we received an additional $ 1.4 million. The gain of litigation proceeds consists of payments we received from our insurer. | Legal Costs Legal costs expected to be incurred in connection with litigation matters are expensed as such costs are incurred. | |
Property, Pant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the asset’s estimated useful life or the life of the related lease. Costs of maintenance and repairs are charged to expense as incurred; significant renewals and betterments are capitalized. Vineyard development costs, including interest and certain cultural costs for continuing cultivation of vines not yet bearing fruit, are capitalized. Depreciation of vineyard development costs commences when commercial grape yields are achieved, generally in the third year after planting. Estimated useful lives are as follows: Buildings and improvements 10 - 39 years Cooperage 3 - 5 years Furniture and equipment 3 - 10 years Machinery and equipment 5 - 20 years Vineyards 20 years | Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the asset’s estimated useful life or the life of the related lease. Costs of maintenance and repairs are charged to expense as incurred; significant renewals and betterments are capitalized. Vineyard development costs, including interest and certain cultural costs for continuing cultivation of vines not yet bearing fruit, are capitalized. Depreciation of vineyard development costs commences when commercial grape yields are achieved, generally in the third year after planting. Estimated useful lives are as follows: Buildings and improvements 10 - 39 years Cooperage 3 - 5 years Furniture and equipment 3 - 10 years Machinery and equipment 5 - 20 years Vineyards 20 years | |
Business Combinations | Business Combinations Business combinations are accounted for under Accounting Standards Codification (“ASC”) 805—Business Combinations, using the acquisition method of accounting under which all acquired tangible and identifiable intangible assets and assumed liabilities and applicable noncontrolling interests are recognized at fair value as of the respective acquisition date, while the costs associated with the acquisition of a business are expensed as incurred. The allocation of purchase consideration requires management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates can include, but are not limited to, a market participant’s expectation of future cash flows from acquired customers, acquired trade names, useful lives of acquired assets, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from such estimates. During the measurement period, which is no longer than one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. Upon the conclusion of the measurement period, any subsequent adjustments are recognized in operations. | Business Combinations Business combinations are accounted for under Accounting Standards Codification (“ASC”) 805—Business Combinations using the acquisition method of accounting under which all acquired tangible and identifiable intangible assets and assumed liabilities and applicable noncontrolling interests are recognized at fair value as of the respective acquisition date, while the costs associated with the acquisition of a business are expensed as incurred. The allocation of purchase consideration requires management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates can include, but are not limited to, a market participant’s expectation of future cash flows from acquired customers, acquired trade names, useful lives of acquired assets, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from such estimates. During the measurement period, which is generally no longer than one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. Upon the conclusion of the measurement period, any subsequent adjustments are recognized in operations. | |
Goodwill | Goodwill Goodwill represents the excess of consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. The Company reviews goodwill for impairment annually, during the fourth quarter of each fiscal year or whenever events or changes in circumstances indicate that an impairment may exist. In conducting our annual impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment and the fair value of the reporting unit is determine by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the fair value of the reporting unit's goodwill is calculated and an impairment loss equal to the excess if recorded. | Goodwill Goodwill represents the excess of consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. The Company conducts a goodwill impairment analysis annually for impairment, as of the end of the respective fiscal year, or sooner if events or circumstances indicate the carrying amount of the asset may not be recoverable. The Company has three reporting units under which goodwill has been allocated and recognized no goodwill impairment for the years ended June 30, 2021 and 2020, respectively. | |
Intangible Assets | Intangible Assets Intangible assets represent purchased intangible assets consisting of both indefinite and finite lived assets. Certain criteria are used in determining whether intangible assets acquired in a business combination must be recognized and reported separately. Our indefinite lived intangible assets, representing trade names, trademarks and winery use permits, are initially recognized at fair value and subsequently stated at adjusted costs, net of any recognized impairments. The indefinite lived assets are not subject to amortization. Finite-lived intangible assets, comprised of customer and Sommelier relationships, trade names and trademarks, are amortized using a method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used. If that pattern cannot be reliably determined, the intangible assets are amortized using the straight-line method over their estimated useful lives and are tested for impairment along with other long-lived assets. Amortization related to the finite-lived assets is included in selling, general and administrative expenses. Intangible assets are reviewed annually for impairment, as of the end of the reporting period, or sooner if events or circumstances indicate the carrying amount of the asset may not be recoverable. | Intangible Assets Intangible assets represent purchased intangible assets consisting of both indefinite and finite lived assets. Certain criteria are used in determining whether intangible assets acquired in a business combination must be recognized and reported separately. Our indefinite lived intangible assets, representing trademarks and winery use permits, are initially recognized at fair value and subsequently stated at adjusted costs, net of any recognized impairments. The indefinite lived assets are not subject to amortization. Finite-lived intangible assets, comprised of customer and Sommelier relationships, are amortized using a method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used. If that pattern cannot be reliably determined, the intangible assets are amortized using the straight-line method over their estimated useful lives and are tested for impairment along with other long-lived assets. Amortization related to the finite-lived assets is included in selling, general and administrative expenses. Intangible assets are reviewed annually for impairment, as of the end of the reporting period, or sooner if events or circumstances indicate the carrying amount of the asset may not be recoverable. | |
Label and Package Design Costs | Label and Package Design Costs Label and package design costs are capitalized and amortized over an estimated useful life of two years . Amortization of label and packaging design costs are included in selling, general and administrative expenses and were approximately $ 973.0 thousand a nd $ 464.0 thousand for the years ended June 30, 2022 and 2021, respectively. | Label and Package Design Costs Label and package design costs are capitalized and amortized over an estimated useful life of two years . Amortization of label and packaging design costs are included in selling, general and administrative expenses and were approximately $ 464 thousand a nd $ 260 thousand for the years ended June 30, 2021 and 2020, respectively. | |
Long-Lived Assets | Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying amount of such assets or intangible assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asse t. No impairment loss was recognized for long-lived assets during the years ended June 30, 2022 and 2021, respectively. | Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying amount of such assets or intangible assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. No impairment loss was recognized for long-lived assets during the years ended June 30, 2021 and 2020, respectively. | |
Contingent Consideration Liabilities | Contingent Consideration Liabilities Contingent consideration liabilities are recorded at fair value when incurred in a business combination. The fair value of these estimates are based on available historical information and on future expectations of actions we may undertake in the future. These estimated liabilities are re-measured at each reporting date with the change in fair value recognized as an operating expense in the Company’s consolidated statements of operations. Subsequent changes in the fair value of the contingent consideration are classified as an adjustment to cash flows from operating activities in the consolidated statements of cash flows because the change in fair value is an input in determining net loss. Cash paid in settlement of contingent consideration liabilities are classified as cash flows from financing activities up to the acquisition date fair value with any excess classified as cash flows from operating activities. Changes in the fair value of contingent consideration liabilities associated with the acquisition of a business can result from updates to assumptions such as the expected timing or probability of achieving customer related performance targets, specified sales milestones, changes in unresolved claims, projected revenue or changes in discount rates. Significant judgment is used in determining those assumptions as of the acquisition date and for each subsequent reporting period. Therefore, any changes in the fair value will impact our results of operations in such reporting period, thereby resulting in potential variability in our operating results until such contingencies are resolved. | Contingent Consideration Liabilities Contingent consideration liabilities are recorded at fair value when incurred in a business combination. The fair value of these estimates are based on available historical information and on future expectations of actions we may undertake in the future. These estimated liabilities are re-measured at each reporting date with the change in fair value recognized as an operating expense in the Company’s consolidated statements of operations. Subsequent changes in the fair value of the contingent consideration are classified as an adjustment to cash flows from operating activities in the consolidated statements of cash flows because the change in fair value is an input in determining net loss. Cash paid in settlement of contingent consideration liabilities are classified as cash flows from financing activities up to the acquisition date fair value with any excess classified as cash flows from operating activities. Changes in the fair value of contingent consideration liabilities associated with the acquisition of a business can result from updates to assumptions such as the expected timing or probability of achieving customer related performance targets, specified sales milestones, changes in unresolved claims, projected revenue or changes in discount rates. Significant judgment is used in determining those assumptions as of the acquisition date and for each subsequent reporting period. Therefore, any changes in the fair value will impact our results of operations in such reporting period, thereby resulting in potential variability in our operating results until such contingencies are resolved. | |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs incurred in connection with obtaining new term loans are amortized over the term of the arrangement, and recognized as a direct reduction in the carrying amount of the related debt instruments. Amortization of deferred loan fees is included in interest expense on the consolidated statements of operations and are amortized to interest expense over the term of the related debt using the effective interest method. Debt issuance costs capitalized were zero and $ 0.9 millio n for the years ended June 30, 2022 and 2021, respectively. Amortization expense related to debt issuance fees wer e $ 262.0 tho usand and $ 26.0 thousand for the years ended June 30, 2022 and 2021, respectively. If existing financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense. | Deferred Financing Costs Deferred financing costs incurred in connection with obtaining new term loans are amortized over the term of the arrangement, and recognized as a direct reduction in the carrying amount of the related debt instruments. Amortization of deferred loan fees is included in interest expense on the consolidated statements of operations and are amortized to interest expense over the term of the related debt using the effective interest method. Debt issuance costs capitalized were approximately $ 0.9 million and $ 0.9 million for the years ended June 30, 2021 and 2020, respectively. Amortization expense related to debt issuance fees were approximately $ 26 thousand and $ 191 thousand for the years ended June 30, 2021 and 2020, respectively. If existing financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense ( see Note 9 ). | |
Line Of Credit Fees | Line of Credit Fees Costs incurred in connection with obtaining new debt financing specific to the line of credit are deferred and amortized over the life of the related financing. If such financing is settled or replaced prior to maturity with debt instruments that have substantially different terms, the settlement is treated as an extinguishment and the unamortized costs are charged to gain or loss on extinguishment of debt. Similar to the treatment of deferred financing costs, if existing financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense. S ee Note 9. Deferred line of credit fees are recognized as a component of prepaid expenses and other current assets and are amortized to interest expense over the term of the related debt using the effective interest method. There w ere zero and $ 492.0 thousand of line of credit fees capitalized for the year ended June 30, 2022 and 2021, respectively. Amortization expense related to line of credit fees w ere $ 132.0 t housand an d $ 53.0 thousand for the year ended June 30, 2022 and 2021, respectively. | Line of Credit Fees Costs incurred in connection with obtaining new debt financing specific to the line of credit are deferred and amortized over the life of the related financing. If such financing is settled or replaced prior to maturity with debt instruments that have substantially different terms, the settlement is treated as an extinguishment and the unamortized costs are charged to gain or loss on extinguishment of debt. Similar to the treatment of deferred financing costs, if existing financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense (see Note 9). Deferred line of credit fees are recognized as a component of prepaid expenses and other current assets and are amortized to interest expense over the term of the related debt using the effective interest method. There w ere $ 492 thousand and $ 280 thousand of line of credit fees capitalized for the year ended June 30, 2021 and 2020, respectively. Amortization expense related to line of credit fees were $ 53 t housand and $ 242 thousand for the year ended June 30, 2021 and 2020, respectively. | |
Fair Value Measurements | Fair Value Measurements We determine fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In arriving at fair value, we use a hierarchy of inputs that maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 : Quoted prices in active markets for identical assets or liabilities. Level 2 : Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 : Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of June 30, 2022 and 2021, the carrying value of the current assets and liabilities approximates fair value due to the short-term maturities of these instruments. The fair value of our long-term variable rate debt approximates carrying value, excluding the effect of unamortized debt discount, as they are based on borrowing rates currently available to the Company for debt with similar terms and maturities (Level 2 inputs). Our contingent consideration and interest rate swap agreement are remeasured at fair value on a recurring basis as of June 30, 2022 and 2021, respectively. | Fair Value Measurements We determine fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In arriving at fair value, we use a hierarchy of inputs that maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 : Quoted prices in active markets for identical assets or liabilities. Level 2 : Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 : Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of June 30, 20211 and 2020, the carrying value of the current assets and liabilities and outstanding debt obligation under the Paycheck Protection Program at June 30, 2020 approximates fair value due to the short-term maturities of these instruments. The fair value of our long-term variable rate debt approximates carrying value, excluding the effect of unamortized debt discount, as they are based on borrowing rates currently available to the Company for debt with similar terms and maturities (Level 2 inputs). The fair value of all other fixed rate debt is indeterminable given the related party nature of the outstanding obligations. Our contingent consideration and interest rate swap agreement are remeasured at fair value on a recurring basis as of June 30, 2021 and 2020, respectively. | |
Interest Rate Swap Agreements | I nterest Rate Swap Agreements GAAP requires that an entity recognize all derivatives (including interest rate swaps) as either assets or liabilities on the consolidated balance sheets and measure these instruments at fair value. The Company has entered into interest rate swap agreements as a means of managing its interest rate exposure on its debt obligations. These agreements mitigate our exposure to interest rate fluctuations on our variable rate obligations. We have not designated these agreements as cash-flow hedges. Accordingly, changes in the fair value of the interest rate swaps are included in the consolidated statements of operations as a component of other income (expense). We do not enter into financial instruments for trading or speculative purposes. | I nterest Rate Swap Agreements GAAP requires that an entity recognize all derivatives (including interest rate swaps) as either assets or liabilities on the consolidated balance sheets and measure these instruments at fair value. The Company has entered into interest rate swap agreements as a means of managing its interest rate exposure on its debt obligations. These agreements mitigate our exposure to interest rate fluctuations on our variable rate obligations. We have not designated these agreements as cash-flow hedges. Accordingly, changes in the fair value of the interest rate swaps are included in the consolidated statements of operations as a component of other income (expense). We do not enter into financial instruments for trading or speculative purposes. | |
Comprehensive Income or Loss | Comprehensive Income or Loss We had no items of comprehensive income or loss other than net income (loss) for the years ended June 30, 2022 and 2021. Therefore, a separate statement of comprehensive income (loss ) has not been included in the accompanying consolidated financial statements. | Comprehensive Income or Loss We had no items of comprehensive income or loss other than net income (loss) for the years ended June 30, 2021 and 2020. Therefore, a separate statement of comprehensive income (loss ) has not been included in the accompanying consolidated financial statements. | |
Revenue Recognition | Revenue Recognition Point in Time — Revenue is recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for its arrangements, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We recognize revenue when obligations under the terms of a contract with our customer are satisfied. Generally, this occurs when the product is shipped and title passes to the customer, and when control of the promised product or service is transferred to the customer. Our standard terms are free on board (“FOB”) shipping point, with no customer acceptance provisions. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. We account for shipping and handling as activities to fulfill our promise to transfer the associated products. Accordingly, we record amounts billed for shipping and handling costs as a component of net sales and classify such costs as a component of costs of sales. Our products are generally not sold with a right of return unless the product is spoiled or damaged. Historically, returns have not been significant to the Company. Over Time — Certain long-term contracts in our Business-to-Business ("B2B") segment are for custom wine making services and include services such as fermentation, barrel aging, procurement of dry goods, bottling and cased goods. Additionally, we provide storage services for wine inventory of various customers. We recognize revenue over time as the contract specific performance obligations are met. The Company elected to apply the "as-invoiced" practical expedient to such revenues, and as a result, will bypass estimating the variable transaction price. Disaggregation of Revenue The following tables summarize the revenue by segment and region for the years ended June 30, 2022 and 2021, respectively: June 30, (in thousands) 2022 2021 Geographic regions: United States $ 287,349 $ 215,122 International 6,421 5,620 Total net revenue $ 293,770 $ 220,742 The following table provides a disaggregation of revenue based on the pattern of revenue recognition for the years ended June 30, 2022 and 2021, respectively: June 30, (in thousands) 2022 2021 Point in time $ 253,677 $ 186,906 Over a period of time 40,093 33,836 Total net revenue $ 293,770 $ 220,742 | Revenue Recognition Revenue is recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for its arrangements, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We recognize revenue when obligations under the terms of a contract with our customer are satisfied. Generally, this occurs when the product is shipped and title passes to the customer, and when control of the promised product or service is transferred to the customer. Our standard terms are free on board (“FOB”) shipping point, with no customer acceptance provisions. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. We account for shipping and handling as activities to fulfill our promise to transfer the associated products. Accordingly, we record amounts billed for shipping and handling costs as a component of net sales and classify such costs as a component of costs of sales. Our products are generally not sold with a right of return unless the product is spoiled or damaged. Historically, returns have not been significant to the Company. Revenue is generated from one of three reporting segments as described below: Wholesale : We sell our wine to wholesale distributors under purchase orders. Wholesale operations generate revenue from product sold to distributors, who then sell the product 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. We transfer control and recognize revenue for these orders upon shipment of the wine out of our own or third-party warehouse facilities. Payment terms to wholesale distributors typically range from 30 to 120 days. We pay depletion and marketing allowances to certain distributors, based on sale s to their custo mers, or the allowance is netted directly against the purchase price. When recording a sale to the distributor, a depletion and marketing allowance liability is recorded to accrued liabilities and sales are reported net of those expenses. Depletion and marketing allowance payments are made when completed incentive program payment requests are received from the customers or are net of initial pricing. Depletion and marketing allowance payments reduce the accrued liability. For the years ended June 30, 2021 and 2020 we recorded approximately $ 1.7 million and $ 3.9 million respectively, as a reduction in sales on the consolidated statement of operations related to depletions. As of June 30, 2021 and 2020, we recorded a depletion allowance and marketing liability in the amount of approximately $ 216 thousand and $ 147 thousand, respectively, which is included as a component of other accrued expenses in accrued liabilities and other payables on the consolidated balance sheets. Estimates are based on historical and projected experience for each type of program or customer. Direct to Consumer : 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. Wine club membership sales are made under contracts with customers, which specify the quantity and timing of future wine shipments. Customer credit cards are charged in advance of wine shipments in accordance with each contract. We recognize revenue for these contracts at the time control of the wine passes to the customer, which is generally at the time of shipment. Tasting room and internet wine sales are paid for at the time of sale. We transfer control and recognize revenue for this wine when the product is either received by the customer (on-site tasting room sales) or upon the shipment to the customer (internet sales). Sales taxes are calculated based upon the customer’s location and are collected at the time of the sale and recorded in a sales tax liability account. Sales reporting requirements to the states are performed as required by the state and sales taxes are remitted to the government agencies when due. Winery estates hold various public and private events for customers and their wine club members. The certified Sommeliers provide guided tasting experiences customized for each audience through virtual and in-person events internationally. Upfront consideration received from the sale of tickets or under private event contracts for future events is recorded as deferred revenue. We recognize event revenue on the date the event is held. Business-to-Business : Our sales channel generates revenue primarily from the sale of private label wines and custom winemaking services. Annually, we work with our national retail partners to develop private label wines incremental to their wholesale channel businesses. Additionally, we provide custom winemaking and production services. These services are made under contracts with customers, which includes specific protocols, pricing, and payment terms. The customer retains title and control of the wine during the production process. We recognize revenue over time as the contract specific performance obligations are met. Additionally, we provide storage services for wine inventory of various customers. The customer retains title and control of the inventory during the storage agreement. We recognize revenue over time for storage services, and when the contract specific performance obligations are met. We also utilize the “as-invoiced” practical expedient in certain cases where performance obligations are satisfied over time and the invoiced amount corresponds directly with the value provided to the customer. Other : Our other category includes revenue from grape and bulk sales, storage services, and for the year ended June 30, 2020, revenue under the Sales Pro LLC (“SalesPro”) and Master Class Marketing, LLC (“Master Class”) business line sold in 2019, as well as corporate level expenses, non-direct selling expenses and other expenses not specifically allocated to the results of operations. Grape and bulk sales made under contracts with customers which include product specification requirements, pricing and payment terms. Payment terms under grape contracts are generally structured around the timing of the harvest. We transfer control and recognize revenue for grape sales when product specification has been met and title to the grapes has transferred, which is generally on the date the grapes are harvested, weighed and shipped. We transfer control and recognize revenue for wine and spirits bulk contracts upon shipment. We also utilize the “as-invoiced” practical expedient in certain cases where performance obligations are satisfied over time and the invoiced amount corresponds directly with the value provided to the customer. SalesPro and Master Class revenue represents fees earned from off-premise tastings for third-party customers. These customers include other wine and beer brand owners and producers. Disaggregation of Revenue The following tables summarize the revenue by segment and region for the years ended June 30, 2021 and 2020, respectively: (in thousands) June 30, June 30, Geographic regions: United States $ 215,122 $ 183,810 Canada 3,021 3,748 Europe, Middle East, & Africa 1,638 608 Asia Pacific 482 1,592 Other 479 161 Total net revenue $ 220,742 $ 189,919 The following table provides a disaggregation of revenue based on the pattern of revenue recognition for the years ended June 30, 2021 and 2020, respectively: (in thousands) June 30, June 30, Point in time $ 186,906 $ 162,328 Over a period of time 33,836 27,591 Total net revenue $ 220,742 $ 189,919 | |
Shipping | Shipping Shipping and handling revenues are classified as wine, spirits and cider revenues. Shipping and handling costs are included in wine, spirits and cider cost of revenues. | Shipping Shipping and handling revenues are classified as wine and spirits revenues. Shipping and handling costs are included in wine and spirits cost of revenues. | |
Excise Taxes | Excise Taxes Excise taxes are levied by government agencies on beverages containing alcohol, including wine and spirits. These taxes are not collected from customers but are instead the responsibility of the Company. Applicable excise taxes are included in net revenues and were $ 10.9 millio n and $ 12.3 million for the years ended June 30, 2022 and 2021, respectively. | Excise Taxes Excise taxes are levied by government agencies on beverages containing alcohol, including wine and spirits. These taxes are not collected from customers but are instead the responsibility of the Company. Applicable excise taxes are included in net revenues and were $ 12.3 million and $ 10.4 million for the years ended June 30, 2021 and 2020, respectively. | |
Sales Taxes | Sales Taxes Sales taxes that are collected from customers and remitted to governmental agencies are not reflected as revenues. | Sales Taxes Sales taxes that are collected from customers and remitted to governmental agencies are not reflected as revenues. | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation provided to employees is recognized in the consolidated statement of operations based on the grant date fair value of the awards. The fair value of restricted stock units is determined by the grant date market price of our common shares. The fair value of stock options is determined on the grant date using a Monte Carlo simulation model. The determination of the grant date fair value of stock option awards granted is affected by a number of variables, including the fair value of the Company's common stock, the expected common stock price volatility over the life of the awards, the expected term of the stock option, risk-free interest rates and the expected dividend yield of the Company's common stock. Due to the Company's limited trading history since becoming a public company on June 7, 2021, the Company derived its volatility from the average historical stock volatilities of several peer public companies over a period equivalent to the expected term of the awards. The compensation expense recognized for stock-based awards is net of estimated forfeitures and is recognized ratably over the service period of the awards. Al l income tax effects of stock-based awards are recognized in the consolidated statements of operations as awards vest or are settled. We classify stock-based compensation expense in selling, general and administrative ("SG&A") expenses in the consolidated statement of operations. | Stock-based Compensation Stock-based compensation is based on the grant date fair value of the awards. The fair value of the stock award is determined by the grant date market value of our common share price. The fair value of stock options is determined on the grant date using the Black-Scholes option-pricing model ("Black-Scholes"). The compensation expense recognized for share-based awards is net of estimated forfeitures and is recognized using the straight-line method over the service period. A description of the significant assumptions used in Black-Scholes is as follows: Risk-free interest rate—The risk-free interest rate used is based on the implied yield in effect at the time of the option grant currently available on U.S. Treasury zero-coupon issues, with a remaining term equal or similar to the expected term of the option. Dividends—There are no plans to pay cash dividends on common shares. Therefore, an expected dividend yield of zero is used in the option-pricing models. Expected term—The expected term is the period of the time that granted options are expected to be outstanding as calculated using the Simplified Method provided by Staff Accounting Bulletin (“SAB”) 107 , Share-Based Payments . Expected volatility—As the Company’s stock was not traded in an active market, volatility is estimated by calculating the average volatility of comparable public companies. Forfeiture rate—The forfeiture rate is based on an estimate of future forfeitures. We estimate the forfeiture rate based on an analysis of actual forfeiture experience, analysis of employee turnover behavior, and other factors. The impact from any forfeiture rate adjustment would be recognized in full in the period of adjustment, and if the actual number of future forfeitures differs from our estimates, we might be required to record adjustments to stock-based compensation in future periods. | |
Advertising | Advertising Advertising costs are expensed either as the costs are incurred or the first time the advertising takes place. Advertising expense was $ 5.2 million and $ 2.2 million for the years ended June 30, 2022 and 2021, respectively. | Advertising Advertising costs are expensed either as the costs are incurred or the first time the advertising takes place. Advertising expense was approximately $ 2.2 million for each of the years ended June 30, 2021 and 2020. | |
Income Taxes | Income Taxes Deferred income taxes are determined using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the expected recognition of a deferred income tax asset is unlikely. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement. We recognize interest and penalties related to income tax matters as a component of income tax expense | Income Taxes Deferred income taxes are determined using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the expected recognition of a deferred income tax asset is considered to be unlikely. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement. We recognize interest and penalties related to income tax matters as a component of income tax expense. | |
Sale-leaseback Transaction | Sale-leaseback Transaction We account for the sale and leaseback of vineyards under ASC 840, Sale-Leaseback Accounting of Real Estate . Given we were considered to retain more than a minor part, but less than substantially, all of the use of the property, a gain could be recognized to the extent it exceeded the present value of the leaseback payments. Any gain that was less than or equal to the present value of the leaseback payments was deferred and is amortized on a straight-line basis over the leaseback term. The gain is essentially recognized as a reduction to offset the future lease payment. We derecognize the asset from our consolidated balance sheet at the sale closing. | Sale-leaseback Transaction We account for the sale and leaseback of vineyards under ASC 840 Sale-Leaseback Accounting of Real Estate . Given we were considered to retain more than a minor part, but less than substantially, all of the use of the property, a gain could be recognized to the extent it exceeded the present value of the leaseback payments. Any gain that was less than or equal to the present value of the leaseback payments was deferred and is amortized on a straight-line basis over the leaseback term. The gain is essentially recognized as a reduction to offset the future lease payment. We derecognize the asset from our consolidated balance sheet at the sale closing. | |
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. | 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. | 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. |
Noncontrolling Interests and Redeemable Non-controlling Interest | Noncontrolling Interests and Redeemable Non-controlling Interest Non-controlling interests represent the portion of profit or loss, net assets and comprehensive loss that is not allocable to the Company. The redeemable non-controlling interest is contingently redeemable by the holders. The redeemable non-controlling interests are not being accreted to their redemption amount as we do not deem redemption probable; notwithstanding, should the instruments redemption become probable, we will thereupon begin to accrete, to the earliest date the holders can demand redemption, the redemption amount. | Noncontrolling Interests and Redeemable Non-controlling Interest Non-controlling interests represent the portion of profit or loss, net assets and comprehensive loss that is not allocable to the Company. The redeemable non-controlling interest is contingently redeemable by the holders. The redeemable non-controlling interests are not being accreted to their redemption amount as we do not deem redemption probable; notwithstanding, should the instruments redemption become probable, we will thereupon begin to accrete, to the earliest date the holders can demand redemption, the redemption amount. | |
Redeemable Series A and Series B Stock | Redeemable Series A and Series B Stock Prior to the Merger, Legacy VWE had Series A and B stock outstanding. All of the Series B stock and the majority of the Series A stock was classified as temporary equity due to the shares being redeemable at the option of the holder. See Notes 12 and 13 . The carrying value of the redeemable Series A stock and redeemable Series B stock was being accreted to their respective redemption values, using the effective interest method, from the date of issuance to the earliest date the holders can demand redemption. Accretion of redeemable Series B stock included the accretion of dividends and issuance costs. Increases to the carrying value of redeemable Series A stock and redeemable Series B stock were charged to retained earnings or, in its absence, to additional-paid-in-capital. Up on any repurchase of redeemable stock, the excess consideration paid over the carrying value at the time of repurchase is accounted for as a deemed dividend to the stockholders. In conjunction with the closing of the Merger, a majority of the redeemable Series B stock was redeemed with the remaining redeemable Series B shares, along with all redeemable Series A shares, were converted into shares of the Company's common stock. All Series A and Series B shares which were converted into shares of the Company's common stock were retroactively adjusted using the exchange ratio and reclassified into permanent equity as a result of the Merger. | Redeemable Series A and Series B Stock Prior to the Merger, Legacy VWE had Series A and B stock outstanding. All of the Series B stock and the majority of the Series A stock was classified as temporary equity due to the shares being redeemable at the option of the holder ( See Notes 10 and 11) . The carrying value of the redeemable Series A stock and redeemable Series B stock was being accreted to their respective redemption values, using the effective interest method, from the date of issuance to the earliest date the holders can demand redemption. Accretion of redeemable Series B stock included the accretion of dividends and issuance costs. Increases to the carrying value of redeemable Series A stock and redeemable Series B stock were charged to retained earnings or, in its absence, to additional-paid-in-capital. Up on any repurchase of redeemable stock, the excess consideration paid over the carrying value at the time of repurchase is accounted for as a deemed dividend to the stockholders. In conjunction with the closing of the Merger, a majority of the redeemable Series B stock was redeemed with the remaining redeemable Series B shares, along with all redeemable Series A shares, were converted into shares of the Company's common stock. All Series A and Series B shares which were converted into shares of the Company's common stock were retroactively adjusted using the exchange ratio and reclassified into permanent equity as a result of the Merger. | |
Earnings Per Share | Earnings Per Share Basic 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. | Earnings Per Share Basic and diluted net income (loss) per share allocable to common stockholders is presented in conformity with the two-class method required for participating securities. We considered our Series B stock to be participating securities as, in the event a dividend is paid on Series A stock, the holders of Series B stock would be entitled to receive dividends on a basis consistent with the Series A stockholders. The two-class method determines net income per share for each class of common and participating securities according to dividends declared or accumulated as well as participation rights in undistributed earnings. The two-class method requires income available to stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Legacy VWE’s redeemable Series B stock was a participating security. Under the two-class method, any net loss attributable to common stockholders is not allocated to the Series B stock as the holders of the Series B stock did not have a contractual obligation to share in losses. Basic net income (loss) per share is calculated by dividing the net income (loss) allocable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For purposes of the calculation of diluted net income (loss) per share, stock options and warrants to purchase common stock are considered potentially dilutive securities but are excluded from the calculation of diluted net income (loss) per share when their effect is antidilutive. As a result, in certain periods, diluted net loss per share is the same as the basic net loss per share for the periods presented. The computation of net income (loss) available to Series A stockholders is computed by deducting the dividends declared, if any, and cumulative dividends, whether or not declared, in the period on Series B stock (whether paid or not) from the reported net income (loss). As the Merger has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of Legacy VWE’s consolidated financial statements, with the Legacy VWE Equity, which has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, BCAC. As a result, net income (loss) per share was also restated for periods ended prior to the Merger. | Net Income (Loss) per Share Allocable to Common Stockholders Basic and diluted net income (loss) per share allocable to common stockholders is presented in conformity with the two-class method required for participating securities. We consider our Series B stock to be participating securities as, in the event a dividend is paid on Series A stock, the holders of Series B stock would be entitled to receive dividends on a basis consistent with the Series A stockholders. The two-class method determines net income per share for each class of common and participating securities according to dividends declared or accumulated as well as participation rights in undistributed earnings. The two-class method requires income available to stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Legacy VWE’s redeemable Series B stock was considered to be a participating security. Under the two-class method, any net loss attributable to common stockholders is not allocated to the Series B stock as the holders of the Series B stock did not have a contractual obligation to share in losses. Basic net income (loss) per share is calculated by dividing the net income (loss) allocable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For the years ended June 30, 2021 and 2020, for purposes of the calculation of diluted net income (loss) per share, convertible debt (previously convertible into Legacy VWE Series A stock) and stock options and warrants to purchase common stock are considered potentially dilutive securities but are excluded from the calculation of diluted net income (loss) per share when their effect is antidilutive. As a result, in certain periods, diluted net loss per share is the same as the basic net loss per share for the periods presented. The computation of net income (loss) available to Series A stockholders is computed by deducting the dividends declared, if any, and cumulative dividends, whether or not declared, in the period on Series B stock (whether paid or not) from the reported net income (loss). As the Merger has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of Legacy VWE’s consolidated financial statements, with the Legacy VWE Equity, which has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, BCAC. As a result, net loss per share was also restated for periods ended prior to the Merger. |
Self-Insurance | Self-Insurance On September 9, 2021, the Company formed VWE Captive, LLC, a wholly-owned captive insurance company ("Captive"), which became operational on October 1, 2021. The Company formed Captive to self-insure the first $ 10.0 million of claims, above which limit, Captive has secured insurance. The insurance policy protects us against a portion of our risk of loss related to earthquakes, flood and named wildfires and windstorms. | ||
Emerging Growth Company Status | Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. | 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. | 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 opts out of the extended transition period provided in the JOBS Act. |
Recently Adopted Accounting Pronouncements and Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In December 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-06: Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which defers the sunset date of ASU 2020-04: Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting from March 31, 2023 to December 31, 2024. ASU 2020-04 provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, to simplify the accounting for transitioning from the London Interbank Offered Rate, and other interbank offered rates expected to be discontinued, to alternative reference rates. After December 31, 2024, entities will no longer be permitted to apply the relief in Topic 848. The Company determined that adoption of this ASU will not have a material impact on our consolidated financial statements. In February 2016, the FASB issued Accounting Standards Codification 842 or "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 are not expected to have an impact on the Company. | Recently Adopted Accounting Pronouncements In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, to simplify the accounting for transitioning from the London Interbank Offered Rate, and other interbank offered rates expected to be discontinued, to alternative reference rates. The guidance in this ASU was effective upon its issuance; if elected, it is to be applied prospectively through December 31, 2022. The impact this ASU will have on our condensed consolidated financial statements will not be known until we have a modification to our financial instruments converting from LIBOR to another interest rate. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (“Topic 842”), which supersedes the guidance in ASC 840, Leases . The new standard, as amended by subsequent ASUs on Topic 842 and recent extensions issued by the FASB in response to COVID-19, requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases t oday. Topic 842 will be effective for the Company for fiscal year ending June 30, 2023 and for interim periods within the year beginning July 1, 2022. The Company will adopt Topic 842 using the modified retrospective approach, whereby it will recognize a transition adjustment at the effective date of Topic 842, July 1, 2022 rather than at the beginning of the earliest comparative period presented. Prior period information will not be restated. In addition, the Company will apply 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 also elected not to separate lease components from non-lease components and to exclude short-term leases (leases with a term of 12 months or less) from its Consolidated Balance Sheet. The Company has identified the population of real estate and equipment leases to which the guidance applies and has implemented changes in its systems, procedures and controls relating to how lease information is obtained, processed and analyzed. Based on our preliminary assessment, the Company expects that the adoption of Topic 842, excluding the impact of new leases entered into after the adoption date, will result in recognition of approximately $ 35.0 million to $ 40.0 million in lease-related assets and approximately $ 37.0 million to $ 42.0 million in liabilities, on our Consolidated Balance Sheet, subject to the completion of our assessment. We do not expect the adoption will not have a material impact on the Consolidated Statement of Operations and Comprehensive Income (Loss) and Consolidated Statement of Cash Flows. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , as amended, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in more timely recognition of credit losses. The guidance is effective for the Company for fiscal year ending on June 30, 2023 and interim periods beginning for the fiscal year commencing on July 1, 2022. Early adoption is permitted. We do not expect the adoption of this standard will have a significant impact on the consolidated financial statements given our historically low bad debt expense. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . The amendments in the updated guidance simplify the accounting for income taxes by removing certain exceptions and improving consistent application of other areas of the topic by clarifying the guidanc e. The amendments in this update are effective for the Company for fiscal year ending June 30, 2023 and interim periods within the fiscal years beginning after December 15, 2022. Early adoption is permitted. We are currently evaluating the impact and timing of adopting ASU 2019-12, however at this time, the adoption is not expected to have a significant impact on the consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The amendments in the updated guidance require that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in this update are effective for the Company for fiscal years ending June 30, 2024 and for interim periods in the year beginning July 1, 2023. Early adoption is permitted including adoption at an interim period. We are currently evaluating the impact and timing of adopting ASU 2021-08, however at this time, the adoption is not expected to have a significant impact on the consolidated financial statements. | Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. The Company adopted ASU 2017-04 for its annual or interim goodwill impairment tests for the fiscal year ended June 30, 2021. The adoption of ASU 2017-04 did not have a material impact on the consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity , because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update do not have an accounting effect. The amendments in Part I of this update were effective for the Company’s fiscal year ended June 30, 2021. The adoption of this standard did not have an impact to the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) , which amends disclosure requirements for fair value measurements by requiring new disclosures, modifying existing arrangements, and eliminating others. The adoption of this guidance by the Company for the fiscal year ended June 30, 2021 did not have a significant impact on the consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (“Topic 842”), which supersedes the guidance in ASC 840, Leases . The new standard, as amended by subsequent ASUs on Topic 842 and recent extensions issued by the FASB in response to COVID-19, requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases t oday. Topic 842 will be effective for the Company for fiscal year ending June 30, 2023 and for interim periods in the year beginning July 1, 2024. We have not yet determined the full effects of Topic 842 on its consolidated financial statements but do expect that it will result in a substantial increase in our long-term assets and liabilities and enhanced disclosures. Based on our initial assessment, we plan to be using the modified retrospective approach and electing the package of transition practical expedients for expired or existing contracts, which retains prior conclusions reached on lease identification, classification, and initial direct costs incurred. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The adoption of this guidance will at least result in the recognition of operating lease right-of-use assets and operating lease liabilities in our vineyard leases with a weighted-average remaining lease term of less than 10 years upon the adoption on July 1, 2022. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , as amended, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in more timely recognition of credit losses. The guidance is effective for the Company for fiscal years ending on June 30, 2023 and interim periods beginning for the fiscal year commencing on July 1, 2023. Early adoption is permitted. We do not expect the adoption of this standard will have a significant impact on the consolidated financial statements given our historically low bad debt expense. In August 2018, the FASB issued ASU No. 2018-15 , Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. Under existing GAAP, there is diversity in practice in accounting for the costs of implementing cloud computing arrangements that are service contracts. The amendments in ASU No. 2018-15 amend the definition of a hosting arrangement and requires a customer in a hosting arrangement that is a service contract to capitalize certain costs as if the arrangement were an internal-use software project. The guidance is effective for the Company for the fiscal years beginning June 30, 2022 and interim periods beginning for the fiscal year commencing July 1, 2022. Early adoption is permitted, included in any interim period. We are currently evaluating the impact and timing of adopting ASU No. 2018-15. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to the Related Party Guidance for Variable Interest Entities . ASU 2018-17 changes how entities evaluate decision-making fees under the variable interest entity guidance. To determine whether decision-making fees represent a variable interest, an entity considers indirect interests held through related parties under common control on a proportional basis, rather than in their entirety. This guidance is effective for the Company for fiscal years, beginning after June 30, 2020 and interim periods within fiscal years beginning after June 30, 2021, with early adoption permitted. All entities are required to apply the amendments in this ASU retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. We are currently evaluating the impact this standard will have on our consolidated financial statements and disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . The amendments in the updated guidance simplify the accounting for income taxes by removing certain exceptions and improving consistent application of other areas of the topic by clarifying the guidanc e. The amendments in this update are effective for the Company for fiscal year ending June 30, 2022 and for interim periods in the year beginning July 1, 2023. Early adoption is permitted. We are currently evaluating the impact and timing of adopting ASU 2019-12, however at this time, the adoption is not expected to have a significant impact on the consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, to simplify the accounting for transitioning from the London Interbank Offered Rate, and other interbank offered rates expected to be discontinued, to alternative reference rates. The guidance in this ASU was effective upon its issuance; if elected, it is to be applied prospectively through December 31, 2022. We are currently evaluating the effect the potential adoption of this ASU on its debt and interest swap agreements will have on the consolidated financial statements. |
Gain on Bargain Purchase | Gain on Bargain Purchase We may recognize a bargain purchase gain associated with our acquisitions from time to time due to specific circumstances of a given acquisition. Given the unique nature of a bargain purchase gain, we do not believe recording the bargain purchase gain as operating income to be representationally reflective of our ongoing activities central to operating income. As such, we have reflected the bargain purchase gain as non-operating activity within other income (expense) in the consolidated statement of operations. | ||
Legal Costs | Casualty Gains We suffered smoke-tainted inventory damage resulting from the October 2017 Napa and Sonoma County wildfires. We filed an insurance claim for this damage, which was settled in fiscal 2021 for approximately $ 3.8 million, net of legal costs. In fiscal 2022, we received an additional $ 2.7 million, net of legal costs, related to wildfire claims. During the nine months ended March 31, 2023, we received an additional $ 1.4 million. The gain of litigation proceeds consists of payments we received from our insurer. | Legal Costs Legal costs expected to be incurred in connection with litigation matters are expensed as such costs are incurred. | |
Earnout Shares | Earnout Shares The Legacy VWE shareholders are entitled to receive up to an additional 5,726,864 shares of the Company’s common stock (the “Earnout Shares”) The Earnout Shares will be released if the price of our common stock meets certain thresholds in the 24 months following the closing of the Merger (see Note 3). The Earnout Shares meet the accounting definition of a derivative financial instrument, are considered to be indexed to the Company’s common stock and meet other the conditions in ASC 815-40, Derivatives and Hedging: Contracts in Entity's Own Equity , to be classified as equity. The Company’s obligation to issue the Earnout Shares is recorded as a dividend to the Legacy VWE shareholders at fair value as of the date of the Merger. The fair value of the Earnout Shares was determined using a Monte Carlo valuation model, which requires significant estimates including the expected volatility of our common stock. The expected annual volatility of our common stock was estimated to be 55.0 % as of the date of the Merger, based on the historical volatility of comparable publicly traded companies (See Note 5). |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | |||
Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet that sums to the total of the same such amounts as shown in the condensed consolidated statement of cash flows: (in thousands) March 31, 2023 June 30, 2022 Cash and cash equivalents $ 31,966 $ 45,492 Restricted cash - 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 31,966 $ 50,292 | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sums to the total of the same such amounts as shown in the consolidated statement of cash flows: (in thousands) June 30, 2022 June 30, 2021 Cash and cash equivalents $ 43,692 $ 118,879 Restricted cash 6,600 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 50,292 $ 123,679 | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sums to the total of the same such amounts as shown in the statement of cash flows. (in thousands) June 30, 2021 June 30, 2020 Cash and cash equivalents $ 118,879 $ 1,751 Restricted cash 4,800 - Total cash, cash equivalents and restricted cash as shown in the statement of cash flows $ 123,679 $ 1,751 |
Summary of Estimated Useful Lives | Estimated useful lives are as follows: Buildings and improvements 10 - 39 years Cooperage 3 - 5 years Furniture and equipment 3 - 10 years Machinery and equipment 5 - 20 years Vineyards 20 years | Estimated useful lives are as follows: Buildings and improvements 10 - 39 years Cooperage 3 - 5 years Furniture and equipment 3 - 10 years Machinery and equipment 5 - 20 years Vineyards 20 years | |
Summary of Revenue by Segment and Region | The following table summarizes revenue by geographic region: Three Months Ended March 31, Nine Months Ended March 31, (in thousands) 2023 2022 2023 2022 Geographic regions: United States $ 69,114 $ 77,586 $ 223,036 $ 213,713 International 364 1,347 1,664 4,518 Total net revenue $ 69,478 $ 78,933 $ 224,700 $ 218,231 | The following tables summarize the revenue by segment and region for the years ended June 30, 2022 and 2021, respectively: June 30, (in thousands) 2022 2021 Geographic regions: United States $ 287,349 $ 215,122 International 6,421 5,620 Total net revenue $ 293,770 $ 220,742 | The following tables summarize the revenue by segment and region for the years ended June 30, 2021 and 2020, respectively: (in thousands) June 30, June 30, Geographic regions: United States $ 215,122 $ 183,810 Canada 3,021 3,748 Europe, Middle East, & Africa 1,638 608 Asia Pacific 482 1,592 Other 479 161 Total net revenue $ 220,742 $ 189,919 |
Summary of Disaggregation of Revenue | The following table provides a disaggregation of revenue based on the pattern of revenue recognition: Three Months Ended March 31, Nine Months Ended March 31, (in thousands) 2023 2022 2023 2022 Point in time $ 58,005 $ 65,170 $ 190,949 $ 180,116 Over a period of time 11,473 13,763 33,751 38,115 Total net revenue $ 69,478 $ 78,933 $ 224,700 $ 218,231 | The following table provides a disaggregation of revenue based on the pattern of revenue recognition for the years ended June 30, 2022 and 2021, respectively: June 30, (in thousands) 2022 2021 Point in time $ 253,677 $ 186,906 Over a period of time 40,093 33,836 Total net revenue $ 293,770 $ 220,742 | The following table provides a disaggregation of revenue based on the pattern of revenue recognition for the years ended June 30, 2021 and 2020, respectively: (in thousands) June 30, June 30, Point in time $ 186,906 $ 162,328 Over a period of time 33,836 27,591 Total net revenue $ 220,742 $ 189,919 |
Schedules of Customer Concentration Risk | The following table summarizes customer concentration of: Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Revenue as a percent of total revenue Customer A 21.6 % 15.6 % 19.5 % 18.3 % Customer B * * * 10.0 % Customer C * * * 10.1 % Customer D * * * * The following table summarizes customer concentration of: March 31, 2023 June 30, 2022 Receivables as a percent of total receivables Customer A 39.7 % 26.0 % Customer B * * Customer C * * Customer D 20.9 % * * Customer revenue or receivables did not exceed 10% in the respective periods. | The following table summarizes customer concentration: June 30, 2022 2021 Customer A Revenue as a percent of total revenue 21.0 % 32.0 % Receivables as a percent of total receivables 26.0 % 35.0 % Customer B Revenue as a percent of total revenue * 13.1 % Receivables as a percent of total receivables * 21.0 % Customer C Revenue as a percent of total revenue * 10.9 % Receivables as a percent of total receivables * * Customer D Revenue as a percent of total revenue * * Receivables as a percent of total receivables * 10.4 % Customer E Revenue as a percent of total revenue 22.9 % * Receivables as a percent of total receivables * * * Customer revenue or receivables did not exceed 10% in the respective periods . | The following table summarizes customer concentration as of and for the years ended June 30, 2021 and 2020: June 30, 2021 2020 Customer A Revenue as a percent of total revenue 32.0 % 23.7 % Receivables as a percent of total receivables 35.0 % 42.1 % Customer B Revenue as a percent of total revenue 13.1 % 10.5 % Receivables as a percent of total receivables 21.0 % * Customer C Revenue as a percent of total revenue 10.9 % 10.6 % Receivables as a percent of total receivables * * Customer D Revenue as a percent of total revenue * * Receivables as a percent of total receivables 10.4 % * * Customer revenue or receivables did not exceed 10% in the respective periods . |
Merger and Reverse Recapitali_2
Merger and Reverse Recapitalization (Tables) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Merger and Reverse Recapitalization [Abstract] | ||
Schedule of Reconciliation of Elements of the Merger to the Consolidated Statement of Cash Flows and Stockholders Equity | The following table reconciles the elements of the Merger to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity for the year ended June 30, 2021: (in thousands, except share data) Shares Recapitalization Cash - BCAC's trust and cash, net of redemptions 23,633,355 $ 178,942 Cash - PIPE 10,000,000 100,000 Non-cash net liabilities assumed from BCAC ( 579 ) Less: transaction costs and advisory fees paid by Legacy VWE ( 3,739 ) Less: transaction costs and advisory fees paid by BCAC ( 25,933 ) Net contributions from merger and PIPE financing 33,633,355 $ 248,691 | The following table reconciles the elements of the Merger to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity for the year ended June 30, 2021: (in thousands, except share data) Shares Recapitalization Cash - BCAC's trust and cash, net of redemptions 23,633,355 $ 178,942 Cash - PIPE 10,000,000 100,000 Non-cash net liabilities assumed from BCAC ( 579 ) Less: transaction costs and advisory fees paid by Legacy VWE ( 3,739 ) Less: transaction costs and advisory fees paid by BCAC ( 25,933 ) Net contributions from merger and PIPE financing 33,633,355 $ 248,691 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition Pro Forma Information | The unaudited pro forma financial information presented below is for informational purposes only, and is subject to a number of estimates, assumptions and other uncertainties. June 30, (in thousands) 2021 2020 Unaudited Unaudited Total pro forma revenues $ 233,215 $ 207,522 Pro forma net income (loss) $ 11,488 $ ( 7,617 ) | ||
Vinesse, LLC | |||
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 | |||
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 | |||
Summary of Allocation of Purchase Price To The Fair Value of Assets Acquired | The 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 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 | |
Sommelier | |||
Summary of Allocation of Purchase Price To The Fair Value of Assets Acquired | The following table summarizes the allocation of the purchase price to the fair value of the assets acquired at the date of acquisition: (in thousands) Sources of financing Cash $ 8,000 Contingent consideration 4,000 Fair value of consideration 12,000 - Assets acquired Customer relationships 1,500 Sommelier relationships 1,000 Trademark 600 Accrued liabilities ( 92 ) Total identifiable assets acquired 3,008 Goodwill $ 8,992 | The following table summarizes the allocation of the purchase price to the fair value of the assets acquired at the date of acquisition: (in thousands) Sommelier Sources of financing Cash $ 8,000 Contingent consideration 4,000 Fair value of consideration 12,000 Assets acquired Customer relationships 1,500 Sommelier relationships 1,000 Trademark 600 Accrued liabilities ( 92 ) Total net assets acquired 3,008 Goodwill $ 8,992 | |
Kunde Vineyards and Winery | |||
Summary of Allocation of Purchase Price To The Fair Value of Assets Acquired | The following table summarizes the allocation of the purchase price to the fair value of the assets acquired at the date of acquisition: (in thousands) Sources of financing Cash $ 21,464 Note payable to sellers 11,668 Stock 25,831 Fair value of consideration 58,963 Pre-existing relationship, net liability to Kunde ( 5,900 ) Fair value of consideration 53,063 Assets acquired Accounts receivable, prepaid expenses and other current assets 858 Inventories 20,300 Land and vineyards 3,351 Buildings 15,524 Winery equipment 5,976 Trademarks 3,500 Customer relationships 3,300 Winery use permits 1,250 Current liabilities ( 4,562 ) Deferred tax liability ( 10,007 ) Total identifiable assets acquired 39,490 Goodwill $ 13,573 | The following table summarizes the allocation of the purchase price to the fair value of the assets acquired at the date of acquisition: (in thousands) Kunde Vineyards and Winery Sources of financing Cash $ 21,464 Note payable to sellers 11,668 Stock 25,831 Fair value of consideration 58,963 Pre-existing relationship, net liability to Kunde ( 5,900 ) Fair value of consideration 53,063 Assets acquired Accounts receivable, prepaid expenses and other current assets 858 Inventories 20,300 Land and vineyards 3,351 Buildings 15,524 Winery equipment 5,976 Trademarks 3,500 Customer relationships 3,300 Winery use permit 1,250 Current liabilities ( 4,562 ) Deferred tax liability ( 10,214 ) Total net assets acquired 39,283 Goodwill $ 13,780 | |
Owen Roe Vineyards and Winery | |||
Summary of Allocation of Purchase Price To The Fair Value of Assets Acquired | The following table summarizes the allocation of the purchase price to the fair value of the assets acquired at the date of acquisition: (in thousands) Owen Roe Vineyards and Winery Sources of financing Cash $ 15,131 Contingent consideration 1,000 Fair value of consideration 16,131 Assets acquired Land 1,845 Vineyards 1,465 Buildings 2,852 Winery equipment 2,250 Inventories 7,189 Library wines contracts 200 Trademarks 320 Total assets acquired 16,121 Goodwill $ 10 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |||
Schedule of Inventory | Inventory consists of the following: (in thousands) March 31, 2023 June 30, 2022 Bulk wine, spirits and cider $ 99,718 $ 89,038 Bottled wine, spirits and cider 78,650 85,905 Bottling and packaging supplies 19,448 16,328 Nonwine inventory 1,452 831 Total inventories $ 199,268 $ 192,102 | Inventory consists of the following: (in thousands) June 30, 2022 June 30, 2021 Bulk wine, spirits and cider $ 89,038 $ 119,333 Bottled wine, spirits and cider 85,905 90,083 Bottling and packaging supplies 16,328 10,482 Nonwine inventory 831 1,247 Total inventories $ 192,102 $ 221,145 | Inventory consists of the following at June 30, 2021 and June 30, 2020: June 30, (in thousands) 2021 2020 Bulk wine and spirits $ 119,333 $ 124,944 Bottled wine and spirits 90,083 68,684 Bottling and packaging supplies 10,482 11,798 Nonwine inventory 1,247 1,032 Total inventories $ 221,145 $ 206,458 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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) March 31, 2023 Tamarack Cellars property, plant and equipment held for sale $ 1,168 Less accumulated depreciation and amortization ( 622 ) Total assets held for sale $ 547 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Schedule of Property and Equipment | Property, plant and equipment consists of the following: (in thousands) March 31, 2023 June 30, 2022 Buildings and improvements $ 146,581 $ 141,324 Land 26,079 36,215 Machinery and equipment 80,894 76,916 Cooperage 9,644 13,015 Vineyards 16,034 21,177 Furniture and fixtures 1,767 1,754 280,999 290,401 Less accumulated depreciation and amortization ( 76,893 ) ( 71,697 ) 204,106 218,704 Construction in progress 15,574 17,396 $ 219,680 $ 236,100 | Property, plant and equipment consists of the following: (in thousands) June 30, 2022 June 30, 2021 Buildings and improvements $ 141,324 $ 129,288 Land 36,215 33,734 Machinery and equipment 76,916 58,227 Cooperage 13,015 10,551 Vineyards 21,177 21,364 Furniture and fixtures 1,754 1,343 290,401 254,507 Less accumulated depreciation and amortization ( 71,697 ) ( 52,791 ) 218,704 201,716 Construction in progress 17,396 11,957 $ 236,100 $ 213,673 | Property and equipment consists of the following at June 30, 2021 and June 30, 2020: June 30, (in thousands) 2021 2020 Buildings and improvements $ 129,288 $ 95,270 Land 33,734 31,330 Machinery and equipment 58,227 35,935 Cooperage 10,551 11,074 Vineyards 21,364 19,478 Furniture and equipment 1,343 1,157 254,507 194,244 Less accumulated depreciation and amortization ( 52,791 ) ( 44,568 ) 201,716 149,676 Construction in progress 11,957 12,497 $ 213,673 $ 162,173 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Summary of Goodwill by Segment | The following is a rollforward of the Company's goodwill by segment: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Total Balance at June 30, 2022 $ 116,304 $ 29,666 $ 8,981 $ 154,951 Goodwill Impairment $ ( 116,304 ) $ - $ ( 8,981 ) $ ( 125,285 ) Balance at March 31, 2023 $ - $ 29,666 $ - $ 29,666 | The following is a rollforward of the Company’s goodwill by segment: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Total Balance at June 30, 2020 $ 85,940 $ 1,183 $ - $ 87,123 Kunde 2,868 10,167 745 13,780 Sommelier - 8,992 - 8,992 Balance at June 30, 2021 88,808 20,342 745 109,895 Vinesse - 9,477 - 9,477 ACE Cider 27,539 - - 27,539 Meier's - - 8,247 8,247 Measurement period adjustments ( 43 ) ( 153 ) ( 11 ) ( 207 ) Balance at June 30, 2022 $ 116,304 $ 29,666 $ 8,981 $ 154,951 | The following is a rollforward of the Company’s goodwill by segment: (in thousands) Wholesale Direct to Business to Other/Non- Total Balance, June 30, 2019 $ 85,930 $ 1,183 $ - $ - $ 87,113 Owen Roe 10 - - - 10 Balance, June 30, 2020 85,940 1,183 - - 87,123 Kunde 2,868 10,167 745 13,780 Sommelier 8,992 8,992 Balance, June 30, 2021 $ 88,808 $ 20,342 $ 745 $ - $ 109,895 |
Schedule of Components of Finite-Lived Intangible Assets, Accumulated Amortization, and Indefinite-Lived Assets | The following tables summarize other intangible assets by class: March 31, 2023 (in thousands) Gross Accumulated Impairment Losses Net Intangible Weighted Average Remaining Amortization Period (in years) Indefinite-life intangibles Trade names and trademarks $ 30,203 $ - $ ( 13,823 ) $ 16,380 N/A Winery use permits 6,750 - - 6,750 N/A Total Indefinite-life intangibles 36,953 - ( 13,823 ) 23,130 Definite-life intangibles Customer and Sommelier relationships 30,700 ( 9,727 ) - 20,973 3.8 Trade names and trademarks 1,900 ( 565 ) - 1,335 3.2 Total definite-life intangibles 32,600 ( 10,292 ) - 22,308 Total other intangible assets $ 69,553 $ ( 10,292 ) $ ( 13,823 ) $ 45,438 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 | The components of finite-lived intangible assets, accumulated amortization, and indefinite-lived assets are as follows: 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 June 30, 2021 (in thousands) Gross Accumulated Net Intangible Weighted Average Remaining Amortization Period (in years) Indefinite-life intangibles Trade names and trademarks $ 23,229 $ - $ 23,229 N/A Winery use permits 6,750 - 6,750 N/A Total Indefinite-life intangibles 29,979 - 29,979 Definite-life intangibles Customer and Sommelier relationships 6,300 ( 200 ) 6,100 4.7 Total definite-life intangibles 6,300 ( 200 ) 6,100 Total other intangible assets $ 36,279 $ ( 200 ) $ 36,079 | The components of finite-lived intangible assets, accumulated amortization, and indefinite-lived assets are as follows: As of June 30, 2021 (in thousands) Finite Lives Indefinite Lives Gross Accumulated Net Estimated Weighted Amount Total Trademarks $ - $ - $ - - n/a $ 23,229 $ 23,229 Winery use permits - - - - n/a 6,750 6,750 Customer and Sommelier relationships 6,300 ( 200 ) 6,100 5 4.7 - 6,100 Total $ 6,300 $ ( 200 ) $ 6,100 $ 29,979 $ 36,079 As of June 30, 2020 (in thousands) Finite Lives Indefinite Lives Gross Accumulated Net Estimated Weighted Amount Total Trademarks $ - $ - $ - - n/a $ 20,210 $ 20,210 Winery use permits - - - - n/a 5,500 5,500 Customer relationships 500 ( 100 ) 400 5 4 - 400 Total $ 500 $ ( 100 ) $ 400 $ 25,710 $ 26,110 |
Schedule Of Estimate The Fair Values Of Our Reporting Units And Trademark | The range of discount rates, long-term growth rates, EBITDA multiples and royalty rates we used to estimate the fair values of our reporting units (in relation to our goodwill impairment testing) and trademarks as of the December 31, 2022 impairment testing date for each reporting unit or trademark, were as follows: Discount Rate Long-Term Growth Rate EBITDA Multiple Royalty Rate Min Max Min Max Min Max Min Max Reporting units 13.5 % 14.0 % - 25.0 % 5.0 % 14.5 x 16 x Trademarks 15.0 % 15.0 % 3.0 % 5.0 % 1.5 % 2.0 % | ||
Estimated Future Amortization Expense for Finite-Lived Intangible Assets | As of March 31, 2023, estimated future amortization expense for definite-lived assets is as follows: (in thousands) 2023 remaining $ 1,705 2024 6,811 2025 5,291 2026 4,527 Thereafter 3,974 Total estimated amortization expense $ 22,308 | As of June 30, 2022, the estimated future amortization expense for finite-lived intangible assets is as follows: (in thousands) 2023 $ 6,822 2024 6,811 2025 5,291 2026 4,527 Thereafter 3,973 Total estimated amortization expense $ 27,424 | As of June 30, 2021, the estimated future amortization expense for finite-lived intangible assets is as follows: (in thousands) 2022 $ 1,260 2023 1,260 2024 1,260 2025 1,160 2026 1,160 Total estimated amortization expense $ 6,100 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |||
Schedule Of Accrued Liabilities | The major classes of accrued liabilities are summarized as follows: (in thousands) March 31, 2023 June 30, 2022 Accrued purchases $ 12,499 $ 7,478 Accrued employee compensation 7,703 5,886 Other accrued expenses 5,247 7,115 Non related party accrued interest expense 623 429 Contingent consideration 3,979 2,204 Unearned Income 1,975 ( 949 ) Captive insurance liabilities 2,299 2,041 Total Accrued liabilities and other payables $ 34,325 $ 24,204 | The major classes of accrued liabilities are summarized as follows: (in thousands) June 30, 2022 June 30, 2021 Accrued purchases $ 7,478 $ 10,790 Accrued employee compensation 5,886 3,981 Other accrued expenses 7,115 6,754 Non related party accrued interest expense 429 202 Contingent consideration 2,204 2,151 Unearned Income ( 949 ) 1,200 Captive insurance liabilities 2,041 - Total Accrued liabilities and other payables $ 24,204 $ 25,078 | Accrued expenses consisted of the following at June 30, 2021 and June 30, 2020: June 30, (in thousands) 2021 2020 Accrued purchases $ 10,790 $ 5,182 Accrued employee compensation 3,981 2,256 Other accrued expenses 6,754 2,308 Non related party accrued interest expense 112 1,442 Contingent consideration 2,151 967 Unearned Income 1,200 823 Accrued trade commissions 90 347 Total Accrued liabilities and other payables $ 25,078 $ 13,325 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |||
Summary of Fair Value Assets and Liabilities Measured on Recurring Basis | The following tables present assets and liabilities measured at fair value on a recurring basis: March 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 9,805 $ - $ - $ 9,805 Interest rate swaps (1) - 7,539 - 7,539 Total $ 9,805 $ 7,539 $ - $ 17,344 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 5,492 $ 5,492 Total $ - $ - $ 5,492 $ 5,492 June 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 36,616 $ - $ - $ 36,616 Interest rate swaps (1) - 9,157 - 9,157 Total $ 36,616 $ 9,157 $ - $ 45,773 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 8,515 $ 8,515 Total $ - $ - $ 8,515 $ 8,515 | The following tables present assets and liabilities measured at fair value on a recurring basis: 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 June 30, 2021 (in thousands) Level 1 Level 2 Level 3 Total Money market funds $ 6,525 $ - $ - $ 6,525 Total $ 6,525 $ - $ - $ 6,525 Liabilities: Contingent consideration liabilities (1) $ - $ - $ 4,631 $ 4,631 Interest rate swaps (2) - 13,807 - 13,807 Total $ - $ 13,807 $ 4,631 $ 18,438 | The following tables summarize assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and June 30, 2020: As of June 30, 2021 Fair Value Measurements (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 6,525 $ - $ - $ 6,525 Total $ 6,525 $ - $ - $ 6,525 Liabilities: Contingent consideration liabilities $ - $ - $ 4,631 $ 4,631 Interest rate swaps - 13,807 - 13,807 Total $ - $ 13,807 $ 4,631 $ 18,438 As of June 30, 2020 Fair Value Measurements (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration liabilities $ - $ - $ 1,641 $ 1,641 Interest rate swaps - 19,943 - 19,943 Total $ - $ 19,943 $ 1,641 $ 21,584 |
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 ( 375 ) Change in fair value ( 2,648 ) Balance at March 31, 2023 5,492 Less: current portion ( 3,979 ) Long term portion $ 1,513 | 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, 2020 $ 1,641 Acquisitions 4,000 Payments ( 681 ) Change in fair value ( 329 ) Balance at June 30, 2021 4,631 Acquisitions 7,874 Payments ( 420 ) Change in fair value ( 3,570 ) Balance at June 30, 2022 8,515 Less: current portion ( 2,204 ) Long term portion $ 6,311 | 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, 2019 $ 2,695 Acquisitions 1,000 Payments ( 1,019 ) Change in fair value ( 1,035 ) Balance at June 30, 2020 1,641 Acquisitions 4,000 Payments ( 555 ) Change in fair value 329 Balance at June 30, 2021 5,415 Less: current portion ( 2,153 ) Long term portion $ 3,262 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | |||
Schedule of Components of Lease Expense | The following table summarizes the components of lease expense: Three Months Ended Nine Months Ended (in thousands) March 31, 2023 March 31, 2023 Operating lease expense $ 1,807 $ 5,365 Finance lease expense Amortization of right-of-use assets 66 205 Interest on lease liabilities 8 25 Total finance lease expense 74 230 Variable lease expense 200 677 Short-term lease expense 28 98 Total lease expense $ 2,110 $ 6,370 | ||
Schedule of Supplemental Balance Sheet Items Related to Leases | The following table summarizes supplemental balance sheet items related to leases: (in thousands) March 31, 2023 Operating Leases Operating lease right-of-use assets $ 32,971 Current portion of operating lease liabilities 6,357 Long-term operating lease liabilities 27,695 Total operating lease liabilities 34,052 Finance Leases Finance lease right-of-use assets 624 Current portion of finance lease liabilities 286 Long-term finance lease liabilities 344 Total finance lease liabilities $ 630 | ||
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 6.2 Finance leases 2.5 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 March 31, 2023 are as follows: (in thousands) Operating Leases Finance Leases Remaining fiscal 2023 $ 1,326 $ 78 2024 6,943 309 2025 6,538 180 2026 6,512 96 2027 6,158 6 2028 and thereafter 12,122 - Total lease payments 39,599 669 Less imputed interest ( 5,547 ) ( 39 ) Present value of lease liabilities 34,052 630 Current portion of lease liabilities ( 6,357 ) ( 286 ) Total long term lease liabilities $ 27,695 $ 344 | The minimum annual payments under our lease agreements are as follows: (in thousands) Year Ending June 30, Total 2023 $ 7,297 2024 7,325 2025 6,916 2026 6,852 2027 6,458 Thereafter 13,481 $ 48,329 | The minimum annual payments under our lease agreements are as follows: Year Ending June 30, Total 2022 $ 5,913 2023 5,197 2024 5,240 2025 4,936 2026 5,049 Thereafter 17,046 $ 43,381 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Schedule of Inventory | Inventory consists of the following: (in thousands) March 31, 2023 June 30, 2022 Bulk wine, spirits and cider $ 99,718 $ 89,038 Bottled wine, spirits and cider 78,650 85,905 Bottling and packaging supplies 19,448 16,328 Nonwine inventory 1,452 831 Total inventories $ 199,268 $ 192,102 | Inventory consists of the following: (in thousands) June 30, 2022 June 30, 2021 Bulk wine, spirits and cider $ 89,038 $ 119,333 Bottled wine, spirits and cider 85,905 90,083 Bottling and packaging supplies 16,328 10,482 Nonwine inventory 831 1,247 Total inventories $ 192,102 $ 221,145 | Inventory consists of the following at June 30, 2021 and June 30, 2020: June 30, (in thousands) 2021 2020 Bulk wine and spirits $ 119,333 $ 124,944 Bottled wine and spirits 90,083 68,684 Bottling and packaging supplies 10,482 11,798 Nonwine inventory 1,247 1,032 Total inventories $ 221,145 $ 206,458 |
Schedule of Property and Equipment | Property, plant and equipment consists of the following: (in thousands) March 31, 2023 June 30, 2022 Buildings and improvements $ 146,581 $ 141,324 Land 26,079 36,215 Machinery and equipment 80,894 76,916 Cooperage 9,644 13,015 Vineyards 16,034 21,177 Furniture and fixtures 1,767 1,754 280,999 290,401 Less accumulated depreciation and amortization ( 76,893 ) ( 71,697 ) 204,106 218,704 Construction in progress 15,574 17,396 $ 219,680 $ 236,100 | Property, plant and equipment consists of the following: (in thousands) June 30, 2022 June 30, 2021 Buildings and improvements $ 141,324 $ 129,288 Land 36,215 33,734 Machinery and equipment 76,916 58,227 Cooperage 13,015 10,551 Vineyards 21,177 21,364 Furniture and fixtures 1,754 1,343 290,401 254,507 Less accumulated depreciation and amortization ( 71,697 ) ( 52,791 ) 218,704 201,716 Construction in progress 17,396 11,957 $ 236,100 $ 213,673 | Property and equipment consists of the following at June 30, 2021 and June 30, 2020: June 30, (in thousands) 2021 2020 Buildings and improvements $ 129,288 $ 95,270 Land 33,734 31,330 Machinery and equipment 58,227 35,935 Cooperage 10,551 11,074 Vineyards 21,364 19,478 Furniture and equipment 1,343 1,157 254,507 194,244 Less accumulated depreciation and amortization ( 52,791 ) ( 44,568 ) 201,716 149,676 Construction in progress 11,957 12,497 $ 213,673 $ 162,173 |
Accrued Expenses And Other Current Liabilities | The major classes of accrued liabilities are summarized as follows: (in thousands) March 31, 2023 June 30, 2022 Accrued purchases $ 12,499 $ 7,478 Accrued employee compensation 7,703 5,886 Other accrued expenses 5,247 7,115 Non related party accrued interest expense 623 429 Contingent consideration 3,979 2,204 Unearned Income 1,975 ( 949 ) Captive insurance liabilities 2,299 2,041 Total Accrued liabilities and other payables $ 34,325 $ 24,204 | The major classes of accrued liabilities are summarized as follows: (in thousands) June 30, 2022 June 30, 2021 Accrued purchases $ 7,478 $ 10,790 Accrued employee compensation 5,886 3,981 Other accrued expenses 7,115 6,754 Non related party accrued interest expense 429 202 Contingent consideration 2,204 2,151 Unearned Income ( 949 ) 1,200 Captive insurance liabilities 2,041 - Total Accrued liabilities and other payables $ 24,204 $ 25,078 | Accrued expenses consisted of the following at June 30, 2021 and June 30, 2020: June 30, (in thousands) 2021 2020 Accrued purchases $ 10,790 $ 5,182 Accrued employee compensation 3,981 2,256 Other accrued expenses 6,754 2,308 Non related party accrued interest expense 112 1,442 Contingent consideration 2,151 967 Unearned Income 1,200 823 Accrued trade commissions 90 347 Total Accrued liabilities and other payables $ 25,078 $ 13,325 |
Interest Rate Swaps (Tables)
Interest Rate Swaps (Tables) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Interest Rate Cash Flow Hedges [Abstract] | ||
Schedule of Interest Rate Swaps | Interest rate swaps consisted of the following: (in thousands) Fixed Notional Amount Fixed Interest Fair Value Asset (Liability) Date of Agreement June 30, 2022 June 30, 2021 Rate Termination Date 2022 2021 April 2021 $ 75,000 $ 75,000 2.32 % June 2028 $ 2,046 $ ( 6,231 ) March 2020 $ 28,800 $ 28,800 0.78 % July 2026 $ 2,282 $ ( 191 ) March 2020 $ 46,800 $ 46,800 0.71 % March 2025 $ 2,748 $ ( 280 ) July 2019 $ 50,000 $ 50,000 2.34 % July 2026 $ 971 $ ( 3,699 ) May 2019 $ 50,000 $ 50,000 2.25 % May 2026 $ 1,110 $ ( 3,406 ) $ 9,157 $ ( 13,807 ) | Interest rate swaps consisted of the following as of June 30, 2021 and 2020: Fixed Notional Amount Fair Value Liability (in thousands) June 30, June 30, Date of agreement 2021 2020 Fixed Interest Rate Termination Date 2021 2020 April 2021 $ 75,000 $ - 2.32 % June 2028 $ 6,231 $ - March 2020 $ 28,800 $ 28,800 0.78 % July 2026 191 817 March 2020 $ 46,800 $ 46,800 0.71 % March 2025 280 1,089 July 2019 $ 50,000 $ 50,000 2.34 % July 2026 3,699 5,956 May 2019 $ 50,000 $ 50,000 2.25 % May 2026 3,406 5,568 June 2018 $ - $ 50,000 2.34 % June 2025 - 6,513 $ 13,807 $ 19,943 |
Long-Term and Other Short-Ter_2
Long-Term and Other Short-Term Borrowings (Tables) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |||
Summary of Long-term and Other Short-term Obligations | The following table summarizes long-term and other short-term obligations: (in thousands) March 31, 2023 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; secured by specific assets of the Company. Extinguished and refinanced in December 2022. - 76,792 Note to a bank with one month interest at SOFR ( 4.87 %) at March 31, 2023 plus 2.35 %; payable in quarterly installments of $ 1,454 principal with applicable interest; matures in December 2027; secured by specific assets of the Company. 143,986 - Capital expenditures borrowings payable at LIBOR ( 0.50 %) at September 30, 2022 plus 1.75 %, payable in quarterly installments of $ 1,077 at September 30, 2022. Extinguished and refinanced in December 2022. - 40,776 Capital expenditures borrowings payable at SOFR ( 4.87 %) at March 31, 2023 plus 2.35 %, payable in quarterly installments of $ 801 with draw expiring June 2027. 13,564 - Equipment Term Loan payable at SOFR ( 4.87 %) at March 31, 2023 plus 2.35 %, payable in quarterly installments of $ 250 with draw expiring December 2026. 3,682 - Note to a bank with interest fixed at 3.6 %, payable in monthly installments of $ 60 principal with applicable interest; matures in April 2023 . 60 593 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with March 2024 . 719 1,246 Note to a bank with interest fixed at 7.50 %, payable in monthly installments of $ 61 principal with April 2026 . 1,972 - 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. Extinguished and refinanced in December 2022. - 65,882 Delayed Draw Term Loan ("DDTL") with interest at SOFR ( 4.87 %) at March 31, 2023 plus 2.35 %, payable in quarterly installments of $ 818 . Matures in December 2027 . 29,000 - Note to a bank with interest fixed at 11.84 %, payable in monthly installments of $ 1 principal with April 2029 . 49 - 193,032 185,289 Less current maturities ( 191,580 ) ( 14,909 ) Less unamortized deferred financing costs ( 1,452 ) ( 1,285 ) $ - $ 169,095 | The following table summarizes long-term and other short-term obligations: June 30, (in thousands) 2022 2021 Note to a bank with interest at LIBOR ( 1.76 %) at June 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. $ 76,792 $ 81,055 Capital expenditures borrowings payable at LIBOR plus 1.75 %, payable in quarterly installments of $ 1,077 , rolled into capital expenditures payable at Alternate Base Rate (ABR) ( 3.25 % at June 30, 2021) plus 0.75 %. At July 26, 2021 Bank of the West converted capital expenditures payable back to Libor ( 0.50 %) plus 1.75 % to align with Company Swaps with draw expiring July, 2026. 40,776 45,084 Note to a bank with interest fixed at 3.6 %, payable in monthly installments of $ 60 principal with applicable interest; matures in April 2023 . 593 1,227 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with applicable interest; matures in March 2024 . 1,246 1,876 Delayed Draw Term Loan ("DDTL") with interest at LIBOR ( 2.32 %) at June 2022 plus 1.75 %, payable in quarterly installments of $ 1,260 starting March 2022. Matures in July 2024 . 65,882 29,250 DDTL with ABR ( 4.00 % at December 2021). Matures in July 2024. Interest only through draw period. No interest payments in fiscal year 2021 (Consolidated into the DDTL above in fiscal 2022). - 37,892 Short term unsecured promissory note; principal and interest payable upon maturity with interest at the prime rate plus 1.00 %; matures in January 2022; paid April 7, 2022. - 2,917 Short term unsecured promissory note; principal and interest payable upon maturity with interest at the prime rate plus 1.00 %; matures in January 2022; paid April 7, 2022. - 2,917 Short term unsecured promissory note; principal and interest payable upon maturity with interest at 1.06 %; matured December 31, 2021, paid January 3, 2022. - 5,834 185,289 208,052 Less current maturities ( 14,909 ) ( 22,964 ) Less unamortized deferred financing costs ( 1,285 ) ( 1,547 ) $ 169,095 $ 183,541 | The following table summarizes long-term and other short-term obligations as of June 30, 2021 and 2020: June 30, (in thousands) 2021 2020 Secured subordinate convertible promissory note; payable in annual installments of $ 4,750,000 with interest at the prime rate; matures in January 2022 ; secured by the assets of the Company; subordinated to the loan and security agreement $ - $ 9,500 Unsecured promissory note; payable in annual installments of $ 875,000 with interest at the prime rate plus 1.00 %; paid in full in January 2021 ; subordinated to line of credit - 875 Note to a bank with interest at LIBOR ( 0.86 % at June 30, 2021) plus 1.75 %; payable in quarterly installments of $ 1,179,800 principal with applicable interest; matures in September 2026 ; secured by specific assets of the Company. Loan amended April 2021, quarterly payments of $ 1,065,807 reduced from $1,179,800 starting June 2021. Revised maturity date July 2026 81,055 96,461 Capital expenditures borrowings, payable during draw periods in monthly interest payments at Alternate Base Rate (ABR) ( 4 % at June 30, 2021) with draw expiring July 2026 45,084 16,174 Capital expenditures borrowing, payable during draw periods in monthly interest payments at LIBOR plus 1.75 % with draw period expiring in July 2022 . Capital expenditures borrowings rolled into ABR capital expenditures borrowings. - 28,757 Note to a bank with interest fixed at 3.60 %, payable in monthly installments of $ 60,333 principal with applicable interest; matures in April 2023 1,227 1,836 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 60,825 principal with applicable interest; matures in March 2024 1,876 - Unsecured note to a bank, under the Paycheck Protection Program offered by the Small Business Administration, with an interest rate of 1.00 %; matures in April 2022 . - 6,525 Delayed Draw Term Loan ("DDTL") with interest at LIBOR plus 1.84 %. Matures in July 2024 . Interest only through draw period ending April 2022. 29,250 - DDTL with ABR ( 4.00 % at June 30, 2021). Matures in July 2024. Interest only through draw period ending May 2022. No interest payments in fiscal year 2021. 37,892 - Short term unsecured promissory note; principal and interest payable upon maturity with interest at the prime rate plus 1.00 %; matures in January 2022 ; 2,917 Short term unsecured promissory note; principal and interest payable upon maturity with interest at the prime rate plus 1.00 %; matures in January 2022 ; 2,917 Short term unsecured promissory note; principal and interest payable upon maturity with interest at 1.06 %; matures in December 31 2021; 5,834 208,052 160,128 Less current maturities ( 22,964 ) ( 16,298 ) Less unamortized deferred financing costs ( 1,547 ) ( 791 ) $ 183,541 $ 143,039 |
Schedule of Maturities of Long-term and Other Short-term Borrowings | Maturities of long-term and other short-term borrowings for succeeding years are as follows: Year ending June 30, 2023 $ 14,909 2024 14,152 2025 64,372 2026 8,571 2027 83,285 $ 185,289 | Maturities of long-term and other short-term borrowings for succeeding years are as follows: (in thousands) Year Ending June 30, 2022 $ 22,964 2023 12,562 2024 11,695 2025 69,007 2026 91,824 $ 208,052 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Equity [Abstract] | |||
Schedule of Reserved Shares Stock on Converted Basis | We had reserved shares of stock, on an as-if converted basis, for issuance as follows: March 31, 2023 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 | The Company had reserved shares of stock, on an as-if converted basis, for issuance as follows: June 30, 2022 June 30, 2021 Warrants 25,818,247 26,000,000 Earnout shares 5,726,864 5,726,864 Total 31,545,111 31,726,864 | As of June 30, 2021 and 2020, we had reserved shares of stock, on an as-if converted basis, for issuance as follows: June 30, 2021 2020 Options issued and outstanding (see Note 12) - 900,352 Options available for grant under stock option plans (See Note 12) - 74,098 Shares subject to term debt optional conversion into Series A stock (1) - 2,844,863 Warrants 26,000,000 - Earnout shares 5,726,864 - Total 31,726,864 3,819,313 (1) Issuance of Series A Stock has been retroactively restated to give effect to the recapitalization transaction |
Schedule of Share-Based Compensation Expense | The following table provides total stock-based compensation expense by award type: Three Months Ended Nine Months Ended (in thousands) March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022 Stock option awards $ ( 921 ) $ 828 $ 2,332 $ 828 Restricted stock units ( 1,087 ) 1,115 4,639 1,115 Total stock-based compensation $ ( 2,008 ) $ 1,943 $ 6,971 $ 1,943 | The following table provides total share-based compensation expense by award type: June 30, (in thousands) 2022 2021 Stock option awards $ 2,551 $ - Restricted stock units 4,363 - Total share-based compensation $ 6,914 $ - | |
Summary of Stock Option 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 782,061 3.85 - Exercised - - - Forfeited or cancelled ( 1,257,927 ) 10.50 - Outstanding at March 31, 2023 3,027,661 $ 8.80 2.90 $ - | 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, 2020 - $ - - $ - Granted - - - - Exercised - - - - Forfeited or cancelled - - - - Outstanding at June 30, 2021 - $ - - $ - Granted 3,533,627 10.50 3.22 - Exercised - - - - Forfeited or cancelled ( 30,100 ) 10.50 - - Outstanding at June 30, 2022 3,503,527 $ 10.50 3.22 $ - | A summary of our stock option activity and related information under the 2015 Stock Option Plan is as follows (prior to recapitalization): Weighted-Average Remaining Weighted-Average Contractual (in thousands) Number of Shares Exercise Price Life (Years) Intrinsic Value Outstanding at June 30, 2019 670,629 $ 16.96 2.98 1,706,900 Granted 299,760 $ 22.50 - - Forfeited ( 70,037 ) $ 17.08 - - Outstanding, at June 30, 2020 900,352 $ 18.79 2.99 2,201,700 Granted Forfeited ( 84,373 ) $ 18.31 - - Cancelled ( 815,979 ) $ 18.84 - - Outstanding, at June 30, 2021 - $ - - - |
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 584,434 3.29 Vested ( 755,880 ) 8.20 Forfeited or cancelled ( 569,489 ) 8 Outstanding at March 31, 2023 1,161,133 $ 5.62 | 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, 2020 - $ - Granted - - Issued - - Forfeited or cancelled - - Outstanding at June 30, 2021 - $ - Granted 1,902,068 8.14 Issued - - Forfeited or cancelled - - Outstanding at June 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: Three Months Ended (in thousands) March 31, 2023 Balance at December 31, 2022 3,225,441 Repurchases of common stock - Repurchases of warrants - Balance at March 31, 2023 3,225,441 Nine Months Ended (in thousands) March 31, 2023 Balance at June 30, 2022 3,053,447 Repurchases of common stock - Repurchases of warrants 171,994 Balance at March 31, 2023 3,225,441 | The table below summarizes the changes in repurchases of common stock and warrants: (in thousands) June 30, 2022 Balance at June 30, 2021 Repurchases of common stock 2,871,894 Repurchases of warrants 181,553 Balance at June 30, 2022 3,053,447 |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule of Share-Based Compensation Expense | The following table provides total stock-based compensation expense by award type: Three Months Ended Nine Months Ended (in thousands) March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022 Stock option awards $ ( 921 ) $ 828 $ 2,332 $ 828 Restricted stock units ( 1,087 ) 1,115 4,639 1,115 Total stock-based compensation $ ( 2,008 ) $ 1,943 $ 6,971 $ 1,943 | The following table provides total share-based compensation expense by award type: June 30, (in thousands) 2022 2021 Stock option awards $ 2,551 $ - Restricted stock units 4,363 - Total share-based compensation $ 6,914 $ - | |
Summary of Stock Option 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 782,061 3.85 - Exercised - - - Forfeited or cancelled ( 1,257,927 ) 10.50 - Outstanding at March 31, 2023 3,027,661 $ 8.80 2.90 $ - | 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, 2020 - $ - - $ - Granted - - - - Exercised - - - - Forfeited or cancelled - - - - Outstanding at June 30, 2021 - $ - - $ - Granted 3,533,627 10.50 3.22 - Exercised - - - - Forfeited or cancelled ( 30,100 ) 10.50 - - Outstanding at June 30, 2022 3,503,527 $ 10.50 3.22 $ - | A summary of our stock option activity and related information under the 2015 Stock Option Plan is as follows (prior to recapitalization): Weighted-Average Remaining Weighted-Average Contractual (in thousands) Number of Shares Exercise Price Life (Years) Intrinsic Value Outstanding at June 30, 2019 670,629 $ 16.96 2.98 1,706,900 Granted 299,760 $ 22.50 - - Forfeited ( 70,037 ) $ 17.08 - - Outstanding, at June 30, 2020 900,352 $ 18.79 2.99 2,201,700 Granted Forfeited ( 84,373 ) $ 18.31 - - Cancelled ( 815,979 ) $ 18.84 - - Outstanding, at June 30, 2021 - $ - - - |
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 584,434 3.29 Vested ( 755,880 ) 8.20 Forfeited or cancelled ( 569,489 ) 8 Outstanding at March 31, 2023 1,161,133 $ 5.62 | 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, 2020 - $ - Granted - - Issued - - Forfeited or cancelled - - Outstanding at June 30, 2021 - $ - Granted 1,902,068 8.14 Issued - - Forfeited or cancelled - - Outstanding at June 30, 2022 1,902,068 $ 8.14 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities and Litigation (Tables) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Schedule of Purchase Commitments | Estimated future minimum grape and bulk wine purchase commitments are as follows: (in thousands) Total Remaining Fiscal 2023 $ - 2024 12,360 2025 7,466 2026 3,619 2027 195 2028 105 $ 23,745 | Estimated future minimum grape and bulk wine purchase commitments are as follows: (in thousands) Year Ending June 30, Total 2023 $ 31,236 2024 16,592 2025 10,803 $ 58,631 | 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) Year Ending June 30, 2022 $ 42,469 2023 17,572 2024 10,061 2025 835 2026 859 Thereafter 531 $ 72,327 |
Related Party Transactions an_2
Related Party Transactions and Commitments (Table) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |||
Schedule of Components of The Related Party Receivables and Related Party Liabilities | The components of the related party revenue and expenses are as follows: June 30, (in thousands) 2022 2021 Revenues: Warehousing and fulfillment services $ - $ 815 Storage and bottling of alcoholic beverages - 65 Management fees - 407 Marketing and distribution - 1,722 Expenses: Concourse Warehouse lease - 344 Swanson lease - 605 Z.R. Waverly lease - 77 | The components of the related party receivables and related party liabilities are as follows: June 30, (in thousands) 2021 2020 Assets: Accounts receivable $ - $ 325 Notes receivable and accrued interest - 756 Total related party receivables $ - $ 1,081 Liabilities: Accounts payable and accrued liabilities $ - $ 1,674 Accrued interest - 541 Convertible notes - 10,000 Total related party liabilities $ - $ 12,215 The components of the related party revenue and expenses are as follows: June 30, (in thousands) 2021 2020 Revenues: Warehousing and fulfillment services $ 815 $ 1,200 Storage and bottling of alcoholic beverages 65 649 Sales and marketing fees 1,722 - Expenses: Concourse Warehouse lease 344 1,393 Swanson lease 605 703 Z.R.Waverly 77 156 Bottling costs - 943 | |
Schedule of Future Minimum Lease Payments | The minimum annual payments under our lease agreements as of March 31, 2023 are as follows: (in thousands) Operating Leases Finance Leases Remaining fiscal 2023 $ 1,326 $ 78 2024 6,943 309 2025 6,538 180 2026 6,512 96 2027 6,158 6 2028 and thereafter 12,122 - Total lease payments 39,599 669 Less imputed interest ( 5,547 ) ( 39 ) Present value of lease liabilities 34,052 630 Current portion of lease liabilities ( 6,357 ) ( 286 ) Total long term lease liabilities $ 27,695 $ 344 | The minimum annual payments under our lease agreements are as follows: (in thousands) Year Ending June 30, Total 2023 $ 7,297 2024 7,325 2025 6,916 2026 6,852 2027 6,458 Thereafter 13,481 $ 48,329 | The minimum annual payments under our lease agreements are as follows: Year Ending June 30, Total 2022 $ 5,913 2023 5,197 2024 5,240 2025 4,936 2026 5,049 Thereafter 17,046 $ 43,381 |
Schedule of Purchase Commitments | Estimated future minimum grape and bulk wine purchase commitments are as follows: (in thousands) Total Remaining Fiscal 2023 $ - 2024 12,360 2025 7,466 2026 3,619 2027 195 2028 105 $ 23,745 | Estimated future minimum grape and bulk wine purchase commitments are as follows: (in thousands) Year Ending June 30, Total 2023 $ 31,236 2024 16,592 2025 10,803 $ 58,631 | 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) Year Ending June 30, 2022 $ 42,469 2023 17,572 2024 10,061 2025 835 2026 859 Thereafter 531 $ 72,327 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Schedule of income from continuing operations before provision for income taxes | The components of income from continuing operations before provision for income taxes are as follows: June 30, (in thousands) 2022 2021 United States $ 382 $ 10,854 Total $ 382 $ 10,854 | The components of income from continuing operations before provision for income taxes are as follows: June 30, (in thousands) 2021 2020 United States $ 10,846 $ ( 19,668 ) Total $ 10,846 $ ( 19,668 ) |
Schedule of income tax provision | The components of the provision for income taxes are as follows: June 30, (in thousands) 2022 2021 Federal $ - $ - State 80 ( 85 ) 80 ( 85 ) Deferred tax expense (benefit) Federal 755 475 State 226 376 981 851 Total provision for income taxes $ 1,061 $ 766 | The components of the provision for income taxes are as follows: June 30, (in thousands) 2021 2020 Current tax expense (benefit) Federal $ - $ ( 99 ) State ( 85 ) ( 150 ) ( 85 ) ( 249 ) Deferred tax expense (benefit) Federal 475 ( 8,143 ) State 376 ( 1,565 ) 851 ( 9,708 ) Total provision for income taxes $ 766 $ ( 9,957 ) |
Schedule of effective income tax expense reconciliation | A reconciliation of income tax expense to the federal rate of 21% is as follows: June 30, June 30, (in thousands) 2022 2021 2022 2021 Income taxes at statutory rate $ 81 $ 2,282 21.0 % 21.0 % State taxes 289 306 75.5 % 2.8 % Transaction costs - 494 0.0 % 4.6 % Stock-based compensation 464 ( 628 ) 121.1 % - 5.8 % PPP loan forgiveness - ( 1,387 ) 0.0 % - 12.8 % Federal research and development tax credit - ( 343 ) 0.0 % - 3.2 % Other, net 227 42 59.1 % 39.0 % Total provision for income taxes $ 1,061 $ 766 276.7 % 45.6 % | A reconciliation of income tax expense to the federal rate of 21% is as follows: June 30, (in thousands) 2021 2020 Income taxes at statutory rate $ 2,282 $ ( 4,130 ) State taxes 306 ( 1,404 ) Transaction costs 494 - Stock-based compensation ( 628 ) - PPP loan forgiveness ( 1,387 ) - Federal research and development tax credit ( 343 ) ( 864 ) Valuation allowance - ( 1,419 ) Property, plant, and equipment and other adjustments - ( 2,247 ) Other, net 42 107 Total provision for income taxes $ 766 $ ( 9,957 ) |
Schedule of deferred tax assets and liabilities | Deferred tax assets and liabilities are summarized as follows: June 30, (in thousands) 2022 2021 Deferred tax assets: Accruals $ 871 $ 376 Captive 559 - Operating loss carryforwards 12,251 10,809 Inventories 1,673 1,761 Investments - 3,464 Interest 1,933 - Stock compensation 1,289 - Research and development tax credit carry forwards, net of uncertain tax position 3,793 4,104 Other 747 619 Deferred tax assets 23,116 21,133 Deferred tax liabilities: Property, plant and equipment ( 29,126 ) ( 26,501 ) Prepaid expenses ( 626 ) ( 1,266 ) Intangible assets ( 17,537 ) ( 9,173 ) Investments ( 2,830 ) - Inventories ( 1,530 ) - Change in accounting method ( 1,446 ) ( 945 ) Deferred tax liabilities ( 53,095 ) ( 37,885 ) Valuation allowance - - Deferred tax liability, net $ ( 29,979 ) $ ( 16,752 ) | Deferred tax assets and liabilities are summarized as follows: June 30, (in thousands) 2021 2020 Deferred tax assets Accruals $ 376 $ 274 Operating loss carryforwards 10,809 7,711 Inventories 1,761 - Investments 3,464 5,055 Interest - 317 Research and development tax credit carryforwards 4,104 3,520 Other 619 970 Deferred tax assets $ 21,133 $ 17,847 Deferred tax liabilities Property, plant, and equipment ( 26,501 ) ( 16,468 ) Prepaid expenses ( 1,266 ) ( 244 ) Intangible assets ( 9,173 ) ( 5,237 ) Inventories - ( 1,585 ) Change in accounting method ( 945 ) - Deferred tax liabilities ( 37,885 ) ( 23,534 ) Valuation allowance - - Deferred tax liability, net $ ( 16,752 ) $ ( 5,687 ) |
Schedule of unrecognized tax benefits liabilities | A reconciliation of the beginning and ending balances of unrecognized tax benefit is as follows: June 30, (in thousands) 2022 2021 Balance, beginning of period $ 1,834 $ 1,784 Tax position taken in prior period: - Gross increases 143 - Gross decreases - ( 200 ) Tax position taken in current period: - Gross increases - 250 Gross decreases - - Lapse of statute of limitations - - Settlements - - Balance, end of period $ 1,977 $ 1,834 | The liability for income taxes associated with uncertain tax positions, excluding interest and penalties, and a reconciliation of the beginning and ending unrecognized tax benefit liabilities is as follows: June 30, (in thousands) 2021 2020 Balance, beginning of period $ 1,784 $ 1,013 Tax position taken in prior period: Gross increases - - Gross decreases ( 200 ) - Tax position taken in current period: Gross increases 250 771 Gross decreases - - Lapse of statute of limitations - - Settlements - - Balance, end of period $ 1,834 $ 1,784 |
Segments (Tables)
Segments (Tables) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting [Abstract] | |||
Summary of Revenue by Segment and Region | The following tables present net revenue and income from operations directly attributable to the Company's segments: Three Months Ended March 31, 2023 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenue $ 20,811 $ 17,174 $ 31,490 $ 3 $ 69,478 Income (loss) from operations $ ( 1,637 ) $ ( 2,929 ) $ 5,562 $ ( 4,795 ) $ ( 3,799 ) Three Months Ended March 31, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenue $ 24,549 $ 19,595 $ 33,657 $ 1,132 $ 78,933 Income (loss) from operations $ 3,270 $ 916 $ 10,457 $ ( 13,759 ) $ 884 Nine Months Ended March 31, 2023 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenue $ 67,260 $ 63,101 $ 94,385 $ ( 46 ) $ 224,700 Income (loss) from operations $ ( 129,331 ) $ 43 $ 16,445 $ ( 44,238 ) $ ( 157,081 ) Nine Months Ended March 31, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenue $ 62,923 $ 69,316 $ 83,349 $ 2,643 $ 218,231 Income (loss) from operations $ 12,654 $ 14,834 $ 26,274 $ ( 34,014 ) $ 19,748 | Following is financial information related to operating segments: Year Ended June 30, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 84,534 $ 92,416 $ 113,934 $ 2,886 $ 293,770 Income (loss) from operations $ 5,507 $ 15,047 $ 16,920 $ ( 45,396 ) $ ( 7,922 ) Year Ended June 30, 2021 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total Segment Results Net revenues $ 72,908 $ 66,605 $ 77,440 $ 3,789 $ 220,742 Income (loss) from operations $ 15,044 $ 11,437 $ 17,944 $ ( 35,245 ) $ 9,180 | Following is financial information related to operating segments: (in thousands) For the year ended June 30, 2021 Wholesale Direct to Consumer Business to Business Other/Non-Allocable Total Net revenues $ 72,908 $ 66,605 $ 77,440 $ 3,789 $ 220,742 Income from operations $ 15,044 $ 11,437 $ 17,944 $ ( 35,245 ) $ 9,180 For the year ended June 30, 2020 Wholesale Direct to Consumer Business to Business Other/Non-Allocable Total Net revenues $ 75,435 $ 55,639 $ 54,056 $ 4,789 $ 189,919 Income from operations $ 14,777 $ 7,149 $ 14,783 $ ( 28,971 ) $ 7,738 |
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 three months ended March 31: 2023 $ 7 $ 286 $ 245 $ 514 $ 1,052 2022 $ - 200 $ - $ - $ 200 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total For the Nine months ended March 31: 2023 $ 20 $ 876 $ - $ 1,466 $ 2,362 2022 $ - 500 $ - $ - $ 500 | Depreciation expense recognized by operating segment is summarized below: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total For the years ended: 2022 $ 130 $ 1,121 $ 1,328 $ 1,529 $ 4,108 2021 $ - $ 1,500 $ - $ - $ 1,500 | |
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 three months ended March 31: 2023 $ 636 $ 798 $ 379 $ - $ 1,813 2022 $ 620 1,400 $ 63 $ - 2,083 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total For the Nine months ended March 31: 2023 $ 1,868 $ 2,407 $ 1,141 $ 13 $ 5,429 2022 $ 1,038 2,832 $ 68 $ - 3,938 | Amortization expense recognized by operating segment is summarized below: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Corporate and Other Total For the years ended: 2022 $ 1,657 $ 3,579 $ 712 $ - $ 5,948 2021 $ - $ 100 $ - $ - $ 100 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |||
Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table reconciles the number of common shares used to compute basic and diluted earnings per share attributable to Vintage Wine Estates, Inc., shareholders: Three Months Ended March 31, Nine Months Ended March 31, (in thousands, except for per share amounts) 2023 2022 2023 2022 Net (loss) income $ ( 10,174 ) $ 2,707 $ ( 141,433 ) $ 14,038 Less: loss allocable to noncontrolling interest ( 14 ) ( 73 ) ( 1,403 ) ( 138 ) Net (loss) income allocable to common shareholders $ ( 10,160 ) $ 2,780 $ ( 140,030 ) $ 14,176 Numerator – Basic EPS Net (loss) income allocable to common shareholders $ ( 10,160 ) $ 2,780 $ ( 140,030 ) $ 14,176 Net (loss) income allocated to common shareholders $ ( 10,160 ) $ 2,780 $ ( 140,030 ) $ 14,176 Numerator – Diluted EPS Net (loss) income allocated to common shareholders $ ( 10,160 ) $ 2,780 $ ( 140,030 ) $ 14,176 Net (loss) income allocated to common shareholders $ ( 10,160 ) $ 2,780 $ ( 140,030 ) $ 14,176 Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 59,289,659 61,410,403 59,014,915 60,773,258 Denominator – Diluted Common Shares Weighted average common shares - Diluted 59,289,659 61,410,403 59,014,915 60,773,258 Net (loss) income per share – basic: Common Shares $ ( 0.17 ) $ 0.05 $ ( 2.37 ) $ 0.23 Net (loss) income per share – diluted: Common Shares $ ( 0.17 ) $ 0.05 $ ( 2.37 ) $ 0.23 | The following table presents the calculation of basic and diluted (loss) earnings per shares: June 30, (in thousands, except for per share amounts) 2022 2021 Net income $ ( 679 ) $ 10,088 Less: Series B dividends and accretion - 5,785 Less: income (loss) allocable to noncontrolling interest ( 108 ) 218 Net (loss) income allocable to common shareholders $ ( 571 ) $ 4,085 Numerator – Basic EPS Net (loss) income allocable to common shareholders $ ( 571 ) $ 4,085 Less: net income allocated to participating securities (Series B) - 613 Net (loss) income allocated to common shareholders $ ( 571 ) $ 3,472 Numerator – Diluted EPS Net (loss) income allocated to common shareholders $ ( 571 ) $ 3,472 Add: net income attributable to convertible debt - 175 Reallocation of income under the two-class method - ( 165 ) Net (loss) income allocated to common shareholders $ ( 571 ) $ 3,482 Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 60,673,789 24,696,828 Denominator – Diluted Common Shares Effect of dilutive securities: Stock options - 404,567 Convertible debt - 78,106 Weighted average common shares - Diluted 60,673,789 25,179,502 Net (loss) income per share – basic: Common Shares $ ( 0.01 ) $ 0.14 Net (loss) income per share – diluted: Common Shares $ ( 0.01 ) $ 0.14 | The following table presents the calculation of basic and diluted earnings (loss) per shares: June 30, (in thousands) 2021 2020 Net income (loss) $ 10,088 $ ( 9,700 ) Less: Series B dividends and accretions 5,785 4,978 Less: income allocable to noncontrolling interest 218 41 Net income (loss) allocable to common shareholders $ 4,085 $ ( 14,719 ) Numerator – Basic EPS Net income (loss) allocable to common shareholders $ 4,085 $ ( 14,719 ) Less: net income allocated to participating securities (Series B) 613 - Net income (loss) allocated to common shareholders $ 3,472 $ ( 14,719 ) Numerator – Diluted EPS Net income (loss) allocated to common shareholders $ 3,472 $ ( 14,719 ) Add: net income atllocable to convertible debt 175 - Reallocation of income (loss) under the two-class method ( 165 ) - Net income (loss) allocated to common shareholders $ 3,482 $ ( 14,719 ) Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 24,696,828 21,920,583 Denominator – Diluted Common Shares Effect of dilutive securities: Stock options 404,567 - Warrants 78,106 - Weighted average common shares - Diluted 25,179,502 21,920,583 Net income (loss) per share – basic: Common Shares $ 0.14 $ ( 0.67 ) Net income (loss) per share – diluted: Common Shares $ 0.14 $ ( 0.67 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities have been excluded from the calculations of diluted earnings per share attributable to common shareholders because including them would have been antidilutive: Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Shares subject to warrants to purchase common stock 25,646,453 26,000,000 25,646,453 26,000,000 Shares subject to options to purchase common stock 3,027,661 2,650,051 3,027,661 2,650,051 Total 28,674,114 28,650,051 28,674,114 28,650,051 | The following securities have been excluded from the calculations of diluted earnings (loss) per share allocable to common shareholders because including them would have been antidilutive are, as follows: June 30, 2022 2021 Shares subject to warrants to purchase common stock 25,818,247 - Shares subject to options to purchase common stock 3,503,527 - Total 29,321,774 - | The following securities have been excluded from the calculations of diluted earnings (loss) per share allocable to common shareholders because including them would have been antidilutive are, as follows: June 30, 2021 2020 Shares subject to option to purchase common stock - 2,572,385 Shares subject to notes payable optional conversion into common stock - 1,349,546 Total - 3,921,931 |
Organization and Significant _4
Organization and Significant Accounting Policies (Additional information) (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 09, 2021 USD ($) | Jun. 07, 2021 USD ($) | Mar. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) Segment shares | Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) Segment shares | Jun. 30, 2021 USD ($) Segment shares | Jun. 30, 2020 USD ($) | Sep. 30, 2021 USD ($) | Apr. 30, 2021 USD ($) | |
Subsidiary Sale Of Stock [Line Items] | ||||||||||||
Business combination fee and expense received | $ 248,700,000 | |||||||||||
Percentage of reduction in work force | 4% | |||||||||||
Operating income | $ 10,000,000 | |||||||||||
Operating costs | 2,000,000 | |||||||||||
Restricted Cash | 0 | $ 0 | $ 4,800,000 | $ 4,800,000 | $ 0 | |||||||
Amortization expense | 6,196,000 | $ 4,234,000 | ||||||||||
Cash deposited FDIC insurance limits | 30,300,000 | 30,300,000 | 49,000,000 | 121,600,000 | 1,300,000 | |||||||
Insurance claim settlement amount received | 1,400,000 | 2,700,000 | 3,800,000 | |||||||||
Provision of doubtful accounts | 800,000 | $ 800,000 | $ 120,000 | $ 97,000 | 50,000 | |||||||
Number of reporting segments | Segment | 3 | 3 | 3 | |||||||||
ROU assets Deferred rent reclassification | 2,100,000 | $ 2,100,000 | ||||||||||
ROU assets Prepaid rent reclassification | 400,000 | 400,000 | ||||||||||
Operating lease, payments | 39,200,000 | |||||||||||
Right Of Use Assets Recognized | 37,600,000 | 37,600,000 | ||||||||||
Number of unit which goodwill allocated | Segment | 3 | 3 | ||||||||||
Goodwill impairment losses | $ 0 | $ 125,300,000 | $ 0 | $ 125,285,000 | $ 0 | $ 0 | 0 | |||||
Capitalized Cost Estimated Useful Life | 2 years | 2 years | ||||||||||
Amortization of capitalized cost | $ 973,000 | $ 464,000 | 260,000 | |||||||||
Impairment of long-lived assets | 0 | 0 | 0 | |||||||||
Debt issuance cost | 0 | 918,000 | 1,206,000 | |||||||||
Depletion and Marketing Allowance Reduction | 1,700,000 | 3,900,000 | ||||||||||
Depletion allowance and marketing liability | 216,000 | 147,000 | ||||||||||
Net revenues including excise taxes | 10,900,000 | $ 12,300,000 | 10,400,000 | |||||||||
Expected dividend yield | 0% | |||||||||||
Term of plan | 10 years | |||||||||||
Advertising expense | $ 5,200,000 | $ 2,200,000 | $ 2,200,000 | |||||||||
Federal income tax at the statutory rate | 21% | 21% | 21% | 21% | 21% | 21% | ||||||
Additional shares received of common stock | shares | 5,726,864 | 5,726,864 | 5,726,864 | 5,726,864 | ||||||||
Expected volatility of common stock | 55% | 55% | ||||||||||
Expected Realized benefits, Percentage | 50% | 50% | ||||||||||
Captive | ||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||
Secured insurance claims limit | $ 10,000,000 | $ 10,000,000 | ||||||||||
Captive Insurance Letter of Credit | ||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||
Restricted Cash | 1,800,000 | $ 1,800,000 | ||||||||||
Minimum | ||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||
Lease related assets | 35,000,000 | |||||||||||
Lease related liabilities | 37,000,000 | |||||||||||
Maximum | ||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||
Lease related assets | 40,000,000 | |||||||||||
Lease related liabilities | 42,000,000 | |||||||||||
2021 Omnibus Incentive Plan | ||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||
Term of plan | 10 years | |||||||||||
Wholesale | ||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||
Goodwill impairment losses | $ 116,300,000 | $ 116,304,000 | ||||||||||
Wholesale | Minimum | ||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||
Payment Terms | 30 days | |||||||||||
Wholesale | Maximum | ||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||
Payment Terms | 120 days | |||||||||||
Line of Credit | ||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||
Debt issuance cost | 0 | $ 492,000 | $ 280,000 | |||||||||
Non-cash interest expense | 132,000 | 53,000 | 242,000 | |||||||||
New Term Loan | ||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||
Debt issuance cost | 0 | 900,000 | 900,000 | |||||||||
Non-cash interest expense | 262,000 | $ 26,000 | $ 191,000 | |||||||||
Loan And Security Agreement | ||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||
Cash collateral for borrowed securities | $ 4,800,000 | 4,800,000 | $ 4,800,000 | |||||||||
Revision of Prior Period, Reclassification, Adjustment | ||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||
Restricted Cash | 1,800,000 | 1,800,000 | ||||||||||
Amortization expense | $ 2,100,000 | $ 3,900,000 | ||||||||||
Previously Reported [Member] | ||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||
Restricted Cash | $ 6,600,000 |
Organization and Significant _5
Organization and Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Cash and cash equivalents | $ 31,966 | $ 45,492 | $ 118,879 | $ 1,751 | ||
Restricted Cash | 0 | 4,800 | 4,800 | 0 | ||
Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows | $ 31,966 | 50,292 | $ 75,709 | $ 123,679 | $ 1,751 | $ 2,776 |
Previously Reported [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Cash and cash equivalents | 43,692 | |||||
Restricted Cash | $ 6,600 |
Organization and Significant _6
Organization and Significant Accounting Policies - Schedule of Estimated Useful Life (Details) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Buildings and Improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 39 years | 39 years |
Buildings and Improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 10 years | 10 years |
Cooperage | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Cooperage | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Furniture and Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 10 years | 10 years |
Furniture and Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Machinery and Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 20 years | 20 years |
Machinery and Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Vineyards | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 20 years | 20 years |
Organization and Significant _7
Organization and Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | |||||||
Total net revenue | $ 69,478 | $ 78,933 | $ 224,700 | $ 218,231 | $ 293,770 | $ 220,742 | $ 189,919 |
United States | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Total net revenue | 69,114 | 77,586 | 223,036 | 213,713 | 287,349 | 215,122 | 183,810 |
International | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Total net revenue | $ 364 | $ 1,347 | $ 1,664 | $ 4,518 | $ 6,421 | 5,620 | |
Canada | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Total net revenue | 3,021 | 3,748 | |||||
Europe, Middle East, & Africa | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Total net revenue | 1,638 | 608 | |||||
Asia Pacific | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Total net revenue | 482 | 1,592 | |||||
Other | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Total net revenue | $ 479 | $ 161 |
Organization and Significant _8
Organization and Significant Accounting Policies - Summary of Disaggregation of Revenue Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | |||||||
Total net revenue | $ 69,478 | $ 78,933 | $ 224,700 | $ 218,231 | $ 293,770 | $ 220,742 | $ 189,919 |
Point in Time | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Total net revenue | 58,005 | 65,170 | 190,949 | 180,116 | 253,677 | 186,906 | 162,328 |
Over a period of Time | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Total net revenue | $ 11,473 | $ 13,763 | $ 33,751 | $ 38,115 | $ 40,093 | $ 33,836 | $ 27,591 |
Organization and Significant _9
Organization and Significant Accounting Policies - Schedules of Customer Concentration Risk (Details) - Customer Concentration | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Customer A | Revenue | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 21.60% | 15.60% | 19.50% | 18.30% | 21% | 32% | 23.70% |
Customer A | Receivables | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 39.70% | 26% | 35% | 42.10% | |||
Customer B | Revenue | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 10% | 13.10% | 10.50% | ||||
Customer B | Receivables | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 21% | ||||||
Customer C | Revenue | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 10.10% | 10.90% | 10.60% | ||||
Customer D | Receivables | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 20.90% | 10.40% | |||||
Customer E | Revenue | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 22.90% |
Merger and Reverse Recapitali_3
Merger and Reverse Recapitalization - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Jun. 07, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition [Line Items] | ||||||
Earnout shares issued | 0 | 0 | 0 | |||
Fair value of earn out shares | $ 32,400,000 | $ 32,400,000 | $ 32,400,000 | |||
Earn out shares, description | is at or above $15 (but below $20), 50% of the Earnout Shares will be issued; and | is at or above $15 (but below $20), 50% of the Earnout Shares will be issued; and | is at or above $15 (but below $20), 50% of the Earnout Shares will be issued; andb)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. | |||
Additional earn out shares received | 5,726,864 | |||||
Warrants outstanding | 181,553 | |||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | ||
Aggregate purchase price of common stock | $ 0 | $ 2,833,000 | $ 26,034,000 | $ 0 | ||
Common stock, shares outstanding | 59,289,659 | 58,819,160 | 60,461,611 | 26,460,371 | ||
Common stock, par value | $ 0 | $ 0 | $ 0 | $ 0 | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||
Common stock, shares issued | 668,164 | 62,161,553 | 61,691,054 | 60,461,611 | 26,460,371 | |
BCAC | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of stock, shares | 2.85708834472042 | |||||
Warrants outstanding | 26,000,000 | |||||
Escrow deposit | $ 1,000,002 | |||||
Preferred stock, par value | $ 0 | |||||
Preferred stock, shares authorized | 2,000,000 | |||||
Preferred stock, shares outstanding | 0 | |||||
Common stock, shares outstanding | 60,461,611 | |||||
Common stock, par value | $ 0 | |||||
Common stock, shares authorized | 200,000,000 | |||||
Common stock, shares issued | 26,828,256 | 60,461,611 | ||||
Escrow share deposits | 1,000,002 | |||||
BCAC | Paycheck Protection Program | ||||||
Business Acquisition [Line Items] | ||||||
Escrow deposit | $ 6,600,000 | |||||
BCAC | PIPE | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate purchase price of common stock | $ 100,000,000 | $ 100,000,000 | ||||
Sale of stock to subscribers | 10,000,000 | 10,000,000 | ||||
Sale of stock, price per share | $ 10 | $ 10 | ||||
TGAM | ||||||
Business Acquisition [Line Items] | ||||||
Stock repurchased during period, shares | 2,889,507 | |||||
Stock repurchased during period, value | $ 32,000,000 |
Merger and Reverse Recapitali_4
Merger and Reverse Recapitalization - Schedule of Reconciles the elements of the Merger to the Consolidated Statement of Cash Flow and Stockholders Equity (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2021 USD ($) shares | |
Business Acquisition [Line Items] | |
Less: transaction costs and advisory fees paid | $ (3,739) |
Net contributions from merger and PIPE financing | $ 248,691 |
Net contributions from merger and PIPE financing, share | shares | 33,633,355 |
PIPE Investment [Member] | |
Business Acquisition [Line Items] | |
Cash -net of redemptions | $ 100,000 |
Net contributions from merger and PIPE financing, share | shares | 10,000,000 |
BCAC Member | |
Business Acquisition [Line Items] | |
Cash -net of redemptions | $ 178,942 |
Non-cash net liabilities assumed from BCAC | (579) |
Less: transaction costs and advisory fees paid | $ (25,933) |
Net contributions from merger and PIPE financing, share | shares | 23,633,355 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Feb. 14, 2022 USD ($) | Jan. 18, 2022 USD ($) Rate shares | Nov. 16, 2021 USD ($) Rate | Oct. 04, 2021 USD ($) Rate | Jun. 22, 2021 USD ($) | Apr. 19, 2021 USD ($) shares | Apr. 19, 2019 USD ($) | Apr. 01, 2019 USD ($) | Sep. 30, 2019 USD ($) | Mar. 31, 2023 USD ($) Rate shares | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) Rate shares | Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) Rate shares | Jun. 30, 2021 USD ($) shares | Dec. 31, 2021 Rate | Jun. 07, 2021 shares | Apr. 19, 2021 Rate | Apr. 19, 2021 | Jun. 30, 2020 USD ($) shares | Sep. 30, 2019 Rate | Sep. 30, 2019 | Jun. 30, 2019 USD ($) | |
Business Acquisition [Line Items] | |||||||||||||||||||||||
Purchase consideration | $ 400 | $ 47,400 | $ 17,000 | ||||||||||||||||||||
Cash payment to acquire buiness | 14,000 | ||||||||||||||||||||||
Consulting fees | 200 | ||||||||||||||||||||||
Aggregate consulting fee | 600 | ||||||||||||||||||||||
Contingent Consideration Amount | 2,400 | ||||||||||||||||||||||
Goodwill | $ 29,666 | $ 29,666 | $ 154,951 | $ 109,895 | $ 87,123 | $ 87,113 | |||||||||||||||||
Net Liability | $ 5,900 | ||||||||||||||||||||||
Amortization of intangible assets | $ 1,700 | $ 1,700 | $ 5,100 | $ 3,300 | |||||||||||||||||||
Business Profitability Assumption | 60% | ||||||||||||||||||||||
Key assumption rate | 19 | 19 | |||||||||||||||||||||
Common stock, shares issued | shares | 62,161,553 | 62,161,553 | 61,691,054 | 60,461,611 | 668,164 | 26,460,371 | |||||||||||||||||
Common stock, value | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Previously Reported | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Contingent Consideration Amount | $ 2,500 | ||||||||||||||||||||||
Discount Rate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Key assumption rate | Rate | 13 | ||||||||||||||||||||||
Vinesse, LLC | |||||||||||||||||||||||
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 | ||||||||||||||||||||||
Goodwill | $ 9,477 | ||||||||||||||||||||||
Vinesse, LLC | Discount Rate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Key assumption rate | Rate | 17.5 | 18 | |||||||||||||||||||||
Vinesse, LLC | Royalty Rate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Percentage of ownership interest acquired | 100% | ||||||||||||||||||||||
Key assumption rate | Rate | 1.8 | ||||||||||||||||||||||
ACE Cider | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Percentage of ownership interest acquired | 100% | ||||||||||||||||||||||
Cash payment to acquire buiness | $ 46,880 | ||||||||||||||||||||||
Effective date of acquisition | Nov. 16, 2021 | ||||||||||||||||||||||
Goodwill | $ 27,539 | ||||||||||||||||||||||
ACE Cider | Discount Rate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Key assumption rate | Rate | 12.5 | ||||||||||||||||||||||
ACE Cider | Royalty Rate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Key assumption rate | Rate | 2.75 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
Goodwill | 8,247 | ||||||||||||||||||||||
Shares issued for purchased consideration value | $ 10,500 | ||||||||||||||||||||||
Business combination working capital adjustment | $ 5,300 | ||||||||||||||||||||||
Common stock, shares issued | shares | 1,229,443 | ||||||||||||||||||||||
Common stock, value | $ 12,500 | ||||||||||||||||||||||
Business combination, Acquired receivable, Fair value | 12,000 | ||||||||||||||||||||||
Discount for shares of common stock | 1,500 | ||||||||||||||||||||||
Business combination additional contingent consideration payable | 10,000 | ||||||||||||||||||||||
Contingent consideration in fair value earnout payments | $ 4,900 | ||||||||||||||||||||||
Meier's Wine Cellars, Inc | Discount Rate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Key assumption rate | Rate | 27 | 28 | 28 | 28 | |||||||||||||||||||
Meier's Wine Cellars, Inc | Royalty Rate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Percentage of ownership interest acquired | 100% | ||||||||||||||||||||||
Key assumption rate | Rate | 1.1 | ||||||||||||||||||||||
Kunde Vineyards and Winery | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Cash payment to acquire buiness | $ 21,464 | ||||||||||||||||||||||
Effective date of acquisition | Apr. 19, 2021 | ||||||||||||||||||||||
Business combinations, outstanding equity interest percentage | 100% | ||||||||||||||||||||||
Acquisition description | Kunde produces and sells premium Sonoma Valley varietal wines via the wholesale channel as well as internationally and locally through its tasting room, wine club, and internet site. In addition, Kunde provides wine storage, processing, and bottling services for other wineries, including the Company. The operations of Kunde align with those of the Company, providing for expanded synergies and growth through the acquisition. Kunde met the definition of a business, and therefore is accounted for as a business combination. Prior to the acquisition, effective January 1, 2021, the Company provided distribution and marketing services for Kunde products. | Kunde produces and sells premium Sonoma Valley varietal wines via the wholesale channel as well as internationally and locally through its tasting room, wine club, and internet site. In addition, Kunde provides wine storage, processing, and bottling services for other wineries, including the Company. The operations of Kunde align with those of the Company, providing for expanded synergies and growth through the acquisition. Kunde met the definition of a business, and therefore is accounted for as a business combination. Prior to the acquisition, effective January 1, 2021, the Company provided distribution and marketing services for Kunde products. | |||||||||||||||||||||
Amount of estimated consideration | $ 53,000 | ||||||||||||||||||||||
Goodwill | $ 13,573 | ||||||||||||||||||||||
Shares issued for purchased consideration | shares | 906,345 | ||||||||||||||||||||||
Shares issued for purchased consideration value | $ 58,900 | ||||||||||||||||||||||
Stated interest rate | 1% | ||||||||||||||||||||||
Net Liability | (5,900) | ||||||||||||||||||||||
Amount of recognition of goodwill | 13,600 | ||||||||||||||||||||||
Increase In Business Acquisition Pro Forma Revenue | $ 900 | ||||||||||||||||||||||
Business Acquisition, Pro Forma Revenue | $ 2,100 | ||||||||||||||||||||||
Liabilities incurred as consideration transferred | $ 5,900 | ||||||||||||||||||||||
Issuance Of Common Stock Upon Recapitalizations | shares | 2,589,507 | ||||||||||||||||||||||
Kunde Vineyards and Winery | Previously Reported | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Goodwill | $ 13,780 | ||||||||||||||||||||||
Amount of recognition of goodwill | 13,800 | ||||||||||||||||||||||
Kunde Vineyards and Winery | Series A | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Shares issued for purchased consideration value | 25,800 | ||||||||||||||||||||||
Kunde Vineyards and Winery | Discount Rate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Key assumption rate | 19 | 19 | |||||||||||||||||||||
Kunde Vineyards and Winery | Royalty Rate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Key assumption rate | 2.75 | 2.75 | |||||||||||||||||||||
Kunde Vineyards and Winery | Notes Payable | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Amount of estimated consideration | 11,700 | ||||||||||||||||||||||
Combined equity interest percentage in acquire | notes payable issued to the sellers as purchase consideration have a stated interest rate of Prime plus 1.00%, compounded quarterly, and mature on January 5, 2022, while the third note has a stated interest rate of 1.61%, compounded quarterly, and matures on December 31, 2021. To fund the cash portion of the purchase consideration, we utilized the April 2021 increase in the line of credit and delay draw term loan under the amended and restated loan and security agreement. | notes payable issued to the sellers as purchase consideration have a stated interest rate of Prime plus 1.00%, compounded quarterly, and mature on January 5, 2022, while the third note has a stated interest rate of 1.61%, compounded quarterly, and matures on December 31, 2021. To fund the cash portion of the purchase consideration, we utilized the April 2021 increase in the line of credit and delay draw term loan under the amended and restated loan and security agreement. (See Note 7). | |||||||||||||||||||||
Kunde Vineyards and Winery | Cash | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Cash payment to acquire buiness | 21,500 | ||||||||||||||||||||||
Kunde Vineyards and Winery | Executive Officer | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business combinations, outstanding equity interest percentage | 33.30% | ||||||||||||||||||||||
Amount of estimated consideration | $ 53,000 | ||||||||||||||||||||||
Owen Roe Vineyards and Winery | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Cash payment to acquire buiness | $ 15,131 | ||||||||||||||||||||||
Amount of estimated consideration | 16,131 | ||||||||||||||||||||||
Goodwill | 10 | ||||||||||||||||||||||
Amount of recognition of goodwill | 10 | ||||||||||||||||||||||
Goodwill recognized description | Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of Owen Roe resulted in the recognition of $10 thousand of goodwill. We believe this goodwill is attributable to our investment in synergies for expanding our brands in the wholesale market. In accordance with ASC 350, goodwill will not be amortized but rather will be tested for impairment at least annually. Key assumptions in valuing the trademarks include (1) a royalty rate of 2.0%, and (2) a discount rate of 28.0%. | ||||||||||||||||||||||
Transaction costs | 61 | ||||||||||||||||||||||
Owen Roe Vineyards and Winery | Discount Rate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Key assumption rate | Rate | 0.280 | ||||||||||||||||||||||
Owen Roe Vineyards and Winery | Royalty Rate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Key assumption rate | Rate | 0.020 | ||||||||||||||||||||||
Owen Roe Vineyards and Winery | Goodwill | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Amortization of intangible assets | 0 | ||||||||||||||||||||||
Owen Roe Vineyards and Winery | Notes Payable | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Amount of estimated consideration | 1,000 | ||||||||||||||||||||||
Owen Roe Vineyards and Winery | Cash | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Cash payment to acquire buiness | $ 15,100 | ||||||||||||||||||||||
The Sommelier Company | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Contingent Consideration Amount | $ 4,000 | ||||||||||||||||||||||
Amount of estimated consideration | 12,000 | ||||||||||||||||||||||
Goodwill | $ 9,000 | $ 9,000 | |||||||||||||||||||||
Contingent consideration in fair value earnout payments | $ 500 | ||||||||||||||||||||||
The Sommelier Company | Discount Rate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Key assumption rate | 20 | ||||||||||||||||||||||
The Sommelier Company | Royalty Rate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Key assumption rate | 1.5 | 1.5 | |||||||||||||||||||||
The Sommelier Company | Customer Attrition Rate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Key assumption rate | 50 | 50 | |||||||||||||||||||||
The Sommelier Company | Asset Charge Assumption Rate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Key assumption rate | 3.8 | 3.8 | |||||||||||||||||||||
The Sommelier Company | Return on Investment | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Key assumption rate | 19 | 19 | |||||||||||||||||||||
The Sommelier Company | Trademarks and Indefinite Lived Assets | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Key assumption rate | 19 | 19 | |||||||||||||||||||||
The Sommelier Company | Cash | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Cash payment to acquire buiness | $ 8,000 |
Business Combinations - Summary
Business Combinations - Summary of Allocation of Purchase Price To The Fair Value of Assets Acquired (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Jan. 18, 2022 | Nov. 16, 2021 | Oct. 04, 2021 | Jun. 22, 2021 | Apr. 19, 2021 | Jun. 30, 2021 | Sep. 30, 2019 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2023 | Jun. 30, 2020 | Jun. 30, 2019 | |
Business Acquisition [Line Items] | |||||||||||||
Cash | $ 14,000 | ||||||||||||
Stock | $ 10,521 | $ 10,521 | $ 25,831 | ||||||||||
Net Liability | $ 5,900 | ||||||||||||
Assets acquired | |||||||||||||
Goodwill, Total | $ 109,895 | $ 154,951 | 109,895 | $ 29,666 | $ 87,123 | $ 87,113 | |||||||
Vinesse, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash | 14,000 | ||||||||||||
Accrued other | 600 | ||||||||||||
Contingent consideration | 2,400 | ||||||||||||
Business Combination Fair Value Of Consideration, Total | 17,000 | ||||||||||||
Assets acquired | |||||||||||||
Fixed assets | 121 | ||||||||||||
Inventories | 2,502 | ||||||||||||
Customer relationships | 3,700 | ||||||||||||
Trademarks | 1,200 | ||||||||||||
Total identifiable assets acquired | 7,523 | ||||||||||||
Goodwill, Total | $ 9,477 | ||||||||||||
ACE Cider | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash | $ 46,880 | ||||||||||||
Accrued other | 60 | ||||||||||||
Contingent consideration | 500 | ||||||||||||
Business Combination Fair Value Of Consideration, Total | 47,440 | ||||||||||||
Assets acquired | |||||||||||||
Fixed assets | 4,205 | ||||||||||||
Inventories | 1,350 | ||||||||||||
Customer relationships | 14,300 | ||||||||||||
Trademarks | 6,600 | ||||||||||||
Deferred tax Liability | (6,554) | ||||||||||||
Total identifiable assets acquired | 19,901 | ||||||||||||
Goodwill, Total | $ 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) | ||||||||||||
Notes payable | 2,682 | ||||||||||||
Business Combination Fair Value Of Consideration, Total | 27,796 | ||||||||||||
Assets acquired | |||||||||||||
Accounts receivable | 3,669 | ||||||||||||
Fixed assets | 12,859 | ||||||||||||
Inventories | 4,280 | ||||||||||||
Customer relationships | 6,400 | ||||||||||||
Trademarks | 700 | ||||||||||||
Other assets | 356 | ||||||||||||
Deferred tax Liability | (6,033) | ||||||||||||
Total identifiable assets acquired | 19,549 | ||||||||||||
Goodwill, Total | $ 8,247 | ||||||||||||
Sommelier | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash | $ 8,000 | 8,000 | |||||||||||
Contingent consideration | 4,000 | 4,000 | 4,000 | ||||||||||
Business Combination Fair Value Of Consideration, Total | 12,000 | 12,000 | 12,000 | ||||||||||
Assets acquired | |||||||||||||
Customer relationships | 1,500 | 1,500 | 1,500 | ||||||||||
Sommelier relationships | 1,000 | 1,000 | 1,000 | ||||||||||
Trademarks | 600 | 600 | 600 | ||||||||||
Accrued liabilities | (92) | (92) | (92) | ||||||||||
Total identifiable assets acquired | 3,008 | 3,008 | 3,008 | ||||||||||
Goodwill, Total | $ 8,992 | $ 8,992 | $ 8,992 | ||||||||||
Kunde Vineyards and Winery | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash | 21,464 | ||||||||||||
Notes payable | 11,668 | ||||||||||||
Stock | 25,831 | ||||||||||||
Business Combination Fair Value Of Consideration, Total | 58,963 | ||||||||||||
Net Liability | (5,900) | ||||||||||||
Amount of estimated consideration | 53,000 | ||||||||||||
Business Combination Fair Value of Consideration Net, Total | 53,063 | ||||||||||||
Assets acquired | |||||||||||||
Accounts receivable | 858 | ||||||||||||
Inventories | 20,300 | ||||||||||||
Land | 3,351 | ||||||||||||
Buildings | 15,524 | ||||||||||||
Winery equipment | 5,976 | ||||||||||||
Customer relationships | 3,300 | ||||||||||||
Trademarks | 3,500 | ||||||||||||
Winery Use Permit | 1,250 | ||||||||||||
Current liabilities | (4,562) | ||||||||||||
Deferred tax Liability | (10,007) | ||||||||||||
Total identifiable assets acquired | 39,490 | ||||||||||||
Goodwill, Total | 13,573 | ||||||||||||
Owen Roe Vineyards and Winery | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash | $ 15,131 | ||||||||||||
Contingent consideration | 1,000 | ||||||||||||
Amount of estimated consideration | 16,131 | ||||||||||||
Assets acquired | |||||||||||||
Inventories | 7,189 | ||||||||||||
Land | 1,845 | ||||||||||||
Vineyards | 1,465 | ||||||||||||
Buildings | 2,852 | ||||||||||||
Winery equipment | 2,250 | ||||||||||||
Trademarks | 320 | ||||||||||||
Library wines contracts | 200 | ||||||||||||
Total identifiable assets acquired | 16,121 | ||||||||||||
Goodwill, Total | $ 10 | ||||||||||||
Previously Reported [Member] | Kunde Vineyards and Winery | |||||||||||||
Assets acquired | |||||||||||||
Deferred tax Liability | (10,214) | ||||||||||||
Total identifiable assets acquired | 39,283 | ||||||||||||
Goodwill, Total | $ 13,780 |
Business Combinations - Unaudit
Business Combinations - Unaudited Pro Forma Financial Information (Details) - Kunde Vineyards and Winery - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition [Line Items] | ||
Total pro forma revenues | $ 233,215 | $ 207,522 |
Pro forma net income (loss) | $ 11,488 | $ (7,617) |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Inventory [Line Items] | ||||
Inventories | $ 199,268 | $ 192,102 | $ 221,145 | $ 206,458 |
Bulk wine, Spirits and Cider | ||||
Inventory [Line Items] | ||||
Inventories | 99,718 | 89,038 | 119,333 | 124,944 |
Bottled Wine, Spirits and Cider | ||||
Inventory [Line Items] | ||||
Inventories | 78,650 | 85,905 | 90,083 | |
Bottled Wine and Spirits | ||||
Inventory [Line Items] | ||||
Inventories | 90,083 | 68,684 | ||
Bottling and Packaging Supplies | ||||
Inventory [Line Items] | ||||
Inventories | 19,448 | 16,328 | 10,482 | 11,798 |
Nonwine Inventory | ||||
Inventory [Line Items] | ||||
Inventories | $ 1,452 | $ 831 | $ 1,247 | $ 1,032 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Inventory [Line Items] | ||||||||
Inventory write down | $ 0 | $ 0 | $ 0 | $ 0 | $ 15,433,000 | $ 0 | $ 3,900,000 | |
Inventory write down | 19,100,000 | |||||||
Inventory adjustments | 12,400,000 | |||||||
Inventory valuation reserves | 3,700,000 | |||||||
Remediation expense | 3,000,000 | |||||||
Impairment of inventory | 3,667,000 | 3,302,000 | $ 0 | |||||
Settlement of damaged inventory | $ 4,800,000 | 3,000,000 | 4,800,000 | |||||
Mark Down | ||||||||
Inventory [Line Items] | ||||||||
Inventory write down | 10,100,000 | |||||||
Bulk wine | ||||||||
Inventory [Line Items] | ||||||||
Inventory valuation reserves | 6,800,000 | 6,800,000 | ||||||
Finished goods | ||||||||
Inventory [Line Items] | ||||||||
Inventory valuation reserves | 3,100,000 | 3,100,000 | ||||||
Dry goods | ||||||||
Inventory [Line Items] | ||||||||
Inventory valuation reserves | 200,000 | 200,000 | ||||||
Bulk wine, Spirits and Cider | ||||||||
Inventory [Line Items] | ||||||||
Inventory valuation reserves | 6,800,000 | 6,800,000 | 5,100,000 | |||||
Bottled Wine, Spirits and Cider | ||||||||
Inventory [Line Items] | ||||||||
Inventory valuation reserves | 4,500,000 | 4,500,000 | 1,800,000 | |||||
Bulk Wine and Spirits | ||||||||
Inventory [Line Items] | ||||||||
Inventory valuation reserves | 5,100,000 | 100,000 | ||||||
Bottled Wine and Spirits | ||||||||
Inventory [Line Items] | ||||||||
Inventory valuation reserves | 1,800,000 | 4,100,000 | ||||||
Bottling and Packaging Supplies | ||||||||
Inventory [Line Items] | ||||||||
Inventory valuation reserves | $ 400,000 | $ 400,000 | $ 400,000 | $ 0 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Carrying Amounts of Assets Held for Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation and amortization | $ (622) | |
Total assets held for sale | 547 | $ 0 |
Property, plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Tamarack Cellars property, plant and equipment held for sale | $ 1,168 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Dec. 15, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Long-Lived Assets Held-for-sale [Line Items] | |||||||||
Assets held for sale, net | $ 547 | $ 547 | $ 547 | $ 0 | |||||
Proceeds from sale of land held for sale | $ 100 | $ 8,700 | |||||||
Gain on sale of land held for sale | 5,977 | $ (431) | $ 5,625 | $ (507) | $ (485) | $ 1,001 | $ 1,052 | ||
Tenma vineyard | |||||||||
Long-Lived Assets Held-for-sale [Line Items] | |||||||||
Proceeds from sale of land held for sale | 11,000 | ||||||||
Gain on sale of land held for sale | $ 6,100 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Property Plant And Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | $ 280,999 | $ 290,401 | $ 254,507 | $ 194,244 |
Less accumulated depreciation and amortization | (76,893) | (71,697) | (52,791) | (44,568) |
Property, Plant and Equipment, Net Before Construction and Development In Progress | 204,106 | 218,704 | 201,716 | 149,676 |
Construction in progress | 15,574 | 17,396 | 11,957 | 12,497 |
Property, Plant and Equipment, Net | 219,680 | 236,100 | 213,673 | 162,173 |
Buildings and Improvements | ||||
Property Plant And Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 146,581 | 141,324 | 129,288 | 95,270 |
Land | ||||
Property Plant And Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 26,079 | 36,215 | 33,734 | 31,330 |
Machinery and Equipment | ||||
Property Plant And Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 80,894 | 76,916 | 58,227 | 35,935 |
Cooperage | ||||
Property Plant And Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 9,644 | 13,015 | 10,551 | 11,074 |
Vineyards | ||||
Property Plant And Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 16,034 | 21,177 | 21,364 | 19,478 |
Furniture and Fixtures | ||||
Property Plant And Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | $ 1,767 | $ 1,754 | $ 1,343 | $ 1,157 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Inventory [Line Items] | ||||||||
Inventory write down | $ 0 | $ 0 | $ 0 | $ 0 | $ 15,433,000 | $ 0 | $ 3,900,000 | |
Settlement of damaged inventory | $ 4,800,000 | 3,000,000 | 4,800,000 | |||||
Depreciation and amortization expense | $ 4,100,000 | $ 6,000,000 | 11,400,000 | 14,100,000 | $ 19,000,000 | $ 11,300,000 | 11,700,000 | |
Net book value long-lived assets | $ 20,700,000 | |||||||
Operating lease term | 10 years | |||||||
Operating lease, existence of option to extend [true false] | true | true | ||||||
Operating lease option to extend, description | options to extend the lease for two additional periods of ten years each | options to extend the lease for two additional periods of ten years each | ||||||
Gain on disposal of assets | $ 14,400,000 | |||||||
Deferred gain on sale leaseback | $ (550,000) | $ (1,000,000) | $ (1,334,000) | $ (1,335,000) | $ (1,111,000) | |||
Option to Extend Lease Term One | ||||||||
Inventory [Line Items] | ||||||||
Options to extend additional term | 10 years | |||||||
Option to Extend Lease Term Two | ||||||||
Inventory [Line Items] | ||||||||
Options to extend additional term | 10 years | |||||||
Vineyards | ||||||||
Inventory [Line Items] | ||||||||
Sale of assets | $ 35,200,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill [Line Items] | ||||||||
Goodwill, Beginning Balance | $ 154,951 | $ 109,895 | $ 109,895 | $ 87,123 | $ 87,113 | |||
Goodwill impairment | $ 0 | $ (125,300) | $ 0 | (125,285) | 0 | 0 | 0 | |
Measurement period adjustments | (207) | |||||||
Goodwill, Ending Balance | 29,666 | 29,666 | 154,951 | 109,895 | 87,123 | |||
Owen Roe | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Acquired During Period | 10 | |||||||
Kunde | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Acquired During Period | 13,780 | |||||||
Sommelier | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Beginning Balance | 8,992 | 8,992 | ||||||
Goodwill, Acquired During Period | 8,992 | |||||||
Goodwill, Ending Balance | 8,992 | |||||||
Vinesse, LLC | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Acquired During Period | 9,477 | |||||||
ACE Cider | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Acquired During Period | 27,539 | |||||||
Meier's Wine Cellars, Inc | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Acquired During Period | 8,247 | |||||||
Wholesale | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Beginning Balance | 116,304 | 88,808 | 88,808 | 85,940 | 85,930 | |||
Goodwill impairment | (116,300) | (116,304) | ||||||
Measurement period adjustments | (43) | |||||||
Goodwill, Ending Balance | 0 | 0 | 116,304 | 88,808 | 85,940 | |||
Wholesale | Owen Roe | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Acquired During Period | 10 | |||||||
Wholesale | Kunde | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Acquired During Period | 2,868 | |||||||
Wholesale | ACE Cider | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Acquired During Period | 27,539 | |||||||
Direct to Consumer | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Beginning Balance | 29,666 | 20,342 | 20,342 | 1,183 | 1,183 | |||
Goodwill impairment | 0 | |||||||
Measurement period adjustments | (153) | |||||||
Goodwill, Ending Balance | 29,666 | 29,666 | 29,666 | 20,342 | 1,183 | |||
Direct to Consumer | Owen Roe | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Acquired During Period | 0 | |||||||
Direct to Consumer | Kunde | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Acquired During Period | 10,167 | |||||||
Direct to Consumer | Sommelier | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Acquired During Period | 8,992 | |||||||
Direct to Consumer | Vinesse, LLC | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Acquired During Period | 9,477 | |||||||
Business to Business | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Beginning Balance | 8,981 | $ 745 | 745 | 0 | ||||
Goodwill impairment | $ (9,000) | (8,981) | ||||||
Measurement period adjustments | (11) | |||||||
Goodwill, Ending Balance | $ 0 | $ 0 | 8,981 | 745 | ||||
Business to Business | Kunde | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Acquired During Period | $ 745 | |||||||
Business to Business | Meier's Wine Cellars, Inc | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Acquired During Period | $ 8,247 | |||||||
Other/Non Allocated | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, Beginning Balance | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) Segment | Jun. 30, 2021 USD ($) Segment | Jun. 30, 2020 USD ($) | Jun. 30, 2019 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||||||
Amortization of intangible assets | $ 1,700,000 | $ 1,700,000 | $ 5,100,000 | $ 3,300,000 | |||||
Goodwill | 29,666,000 | 29,666,000 | $ 154,951,000 | $ 109,895,000 | $ 87,123,000 | $ 87,113,000 | |||
Trade impairments | 13,823,000 | $ 0 | 1,100,000 | 1,300,000 | |||||
Goodwill impairment losses | 0 | $ 125,300,000 | $ 0 | 125,285,000 | $ 0 | $ 0 | 0 | ||
Number of unit which goodwill allocated | Segment | 3 | 3 | |||||||
Goodwill, Gross | $ 155,000,000 | $ 109,900,000 | 87,100,000 | ||||||
Accumulated Impairment Loss | 246,000 | $ 246,000 | 246,000 | ||||||
Estimated Useful Life | 5 years | ||||||||
Amortization expense | 5,000,000 | $ 100,000 | 100,000 | ||||||
Wholesale | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill | 0 | 0 | 116,304,000 | 88,808,000 | 85,940,000 | 85,930,000 | |||
Goodwill impairment losses | 116,300,000 | 116,304,000 | |||||||
Direct to Consumer | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill | 29,666,000 | 29,666,000 | 29,666,000 | 20,342,000 | $ 1,183,000 | 1,183,000 | |||
Goodwill impairment losses | 0 | ||||||||
Business to Business | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill | 0 | 0 | $ 8,981,000 | $ 745,000 | $ 0 | ||||
Goodwill impairment losses | $ 9,000,000 | 8,981,000 | |||||||
Trade names and Trademarks | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill | $ 23,100,000 | 23,100,000 | |||||||
Trade impairments | 13,823,000 | ||||||||
Goodwill impairment losses | 13,800,000 | ||||||||
Trade names and Trademarks | Layer Cake | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill impairment losses | 4,100,000 | ||||||||
Trade names and Trademarks | ACE Trademarks | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill impairment losses | 3,700,000 | ||||||||
Trade names and Trademarks | Wholesale | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Trade impairments | 11,500,000 | ||||||||
Trade names and Trademarks | Direct to Consumer | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Trade impairments | 2,200,000 | ||||||||
Trade names and Trademarks | Business to Business | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Trade impairments | $ 100,000 | ||||||||
Minimum [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Estimated Useful Life | 3 years | ||||||||
Maximum [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Estimated Useful Life | 6 years |
Goodwill and Intangible Asset_4
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 | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Total definite-life intangibles, Gross Carrying Amount | $ 32,600 | $ 32,600 | $ 32,600 | $ 6,300 | $ 500 | ||
Total definite-life intangibles, Accumulated Amortization | (10,292) | (10,292) | (5,176) | (200) | (100) | ||
Total definite-life intangibles, Net Carrying Amount | 22,308 | 22,308 | 27,424 | $ 6,100 | 400 | ||
Estimated Useful Life | 5 years | ||||||
Total indefinite-life intangibles, Amount | 36,953 | 36,953 | 36,953 | $ 29,979 | |||
Total indefinite-life intangibles, Impairment Losses | (13,823) | 0 | (1,100) | (1,300) | |||
Total indefinite-life intangibles, Net amount | 23,130 | 23,130 | 36,953 | 29,979 | 25,710 | ||
Total other intangible assets | 0 | $ 0 | (13,823) | $ 0 | |||
Total other intangibles assets, Gross Carrying Amount | 69,553 | 69,553 | 69,553 | 36,279 | |||
Total other intangibles assets, Accumulated Amortization | (10,292) | (10,292) | (5,176) | (200) | |||
Total other intangibles assets, Net Carrying Amount | 45,438 | 45,438 | 64,377 | 36,079 | 26,110 | ||
Customer and Sommelier Relationships | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Total definite-life intangibles, Gross Carrying Amount | 30,700 | 30,700 | 30,700 | 6,300 | 500 | ||
Total definite-life intangibles, Accumulated Amortization | (9,727) | (9,727) | (4,922) | (200) | (100) | ||
Total definite-life intangibles, Net Carrying Amount | 20,973 | $ 20,973 | $ 25,778 | $ 6,100 | $ 400 | ||
Estimated Useful Life | 5 years | ||||||
Weighted Average Remaining Amortization Period (in years) | 3 years 9 months 18 days | 4 years 4 months 24 days | 4 years 8 months 12 days | 4 years | |||
Total indefinite-life intangibles, Net amount | $ 0 | $ 0 | |||||
Total other intangibles assets, Net Carrying Amount | 6,100 | 400 | |||||
Trade names and Trademarks | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Total definite-life intangibles, Gross Carrying Amount | 1,900 | $ 1,900 | $ 1,900 | ||||
Total definite-life intangibles, Accumulated Amortization | (565) | (565) | (254) | ||||
Total definite-life intangibles, Net Carrying Amount | 1,335 | $ 1,335 | $ 1,646 | ||||
Weighted Average Remaining Amortization Period (in years) | 3 years 2 months 12 days | 3 years 6 months | |||||
Total indefinite-life intangibles, Amount | 30,203 | $ 30,203 | $ 30,203 | 23,229 | |||
Total indefinite-life intangibles, Impairment Losses | (13,823) | ||||||
Total indefinite-life intangibles, Net amount | 16,380 | 16,380 | 30,203 | ||||
Winery Use Permits | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Total definite-life intangibles, Gross Carrying Amount | 0 | ||||||
Total definite-life intangibles, Accumulated Amortization | 0 | ||||||
Total definite-life intangibles, Net Carrying Amount | 0 | ||||||
Total indefinite-life intangibles, Amount | 6,750 | 6,750 | 6,750 | 6,750 | |||
Total indefinite-life intangibles, Net amount | $ 6,750 | $ 6,750 | $ 6,750 | 6,750 | 5,500 | ||
Total other intangibles assets, Net Carrying Amount | 6,750 | 5,500 | |||||
Trademarks | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Total definite-life intangibles, Gross Carrying Amount | 0 | ||||||
Total definite-life intangibles, Accumulated Amortization | 0 | ||||||
Total definite-life intangibles, Net Carrying Amount | 0 | ||||||
Total indefinite-life intangibles, Net amount | 23,229 | 20,210 | |||||
Total other intangibles assets, Net Carrying Amount | $ 23,229 | $ 20,210 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule Of Estimate The Fair Values Of Our Reporting Units And Trademark (Details) | Dec. 31, 2022 |
Measurement Input Discount Rate | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair values of reporting units | 14% |
Fair values of trademarks | 15% |
Measurement Input Discount Rate | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair values of reporting units | 13.50% |
Fair values of trademarks | 15% |
Measurement Input, Long-Term Revenue Growth Rate | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair values of reporting units | 5% |
Fair values of trademarks | 5% |
Measurement Input, Long-Term Revenue Growth Rate | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair values of reporting units | (25.00%) |
Fair values of trademarks | 3% |
Measurement Input, EBITDA Multiple | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair values of reporting units | 16% |
Measurement Input, EBITDA Multiple | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair values of reporting units | 14.50% |
Measurement Input Royalty Rate | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair values of trademarks | 2% |
Measurement Input Royalty Rate | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair values of trademarks | 1.50% |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense for Finite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2023 remaining | $ 1,705 | ||
2023 | 6,811 | $ 6,822 | $ 1,260 |
2024 | 5,291 | 6,811 | 1,260 |
2025 | 4,527 | 5,291 | 1,260 |
2026 | 4,527 | 1,160 | |
2026 (as of june 30, 2021) | 1,160 | ||
Thereafter | 3,974 | 3,973 | |
Total estimated amortization expense | $ 22,308 | $ 27,424 | $ 6,100 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule Of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Payables and Accruals [Abstract] | ||||
Accrued purchases | $ 12,499 | $ 7,478 | $ 10,790 | $ 5,182 |
Accrued employee compensation | 7,703 | 5,886 | 3,981 | 2,256 |
Other accrued expenses | 5,247 | 7,115 | 6,754 | 2,308 |
Non related party accrued interest expense | 623 | 429 | 202 | |
Contingent consideration | 3,979 | 2,204 | 2,151 | 967 |
Unearned Income | 1,975 | (949) | (1,200) | |
Captive insurance liabilities | 2,299 | 2,041 | 0 | |
Accrued Sales Commission, Current | 90 | 347 | ||
Total Accrued liabilities and other payables | $ 34,325 | $ 24,204 | $ 25,078 | $ 13,325 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | ||||
Assets: | ||||||||
Interest rate swaps | $ 9,157 | |||||||
Liabilities: | ||||||||
Interest rate derivative | $ 13,807 | $ 19,943 | ||||||
Fair Value, Recurring | ||||||||
Assets: | ||||||||
Assets | $ 17,344 | 45,773 | 6,525 | |||||
Interest rate swaps | [1] | 7,539 | 9,157 | [2] | ||||
Liabilities: | ||||||||
Contingent consideration liabilities | 5,492 | [3] | 8,515 | [3],[4] | 4,631 | [4] | 1,641 | |
Interest rate derivative | 13,807 | [2] | 19,943 | |||||
Liabilities | 5,492 | 8,515 | 18,438 | 21,584 | ||||
Fair Value, Recurring | Fair Value, Inputs, Level 1 | ||||||||
Assets: | ||||||||
Assets | 9,805 | 36,616 | 6,525 | |||||
Interest rate swaps | [2] | 0 | ||||||
Liabilities: | ||||||||
Contingent consideration liabilities | 0 | [3] | 0 | [3],[4] | 0 | [4] | 0 | |
Interest rate derivative | 0 | [2] | 0 | |||||
Liabilities | 0 | 0 | 0 | 0 | ||||
Fair Value, Recurring | Fair Value, Inputs, Level 2 | ||||||||
Assets: | ||||||||
Assets | 7,539 | 9,157 | 0 | |||||
Interest rate swaps | [1] | 7,539 | 9,157 | [2] | ||||
Liabilities: | ||||||||
Contingent consideration liabilities | 0 | [3] | 0 | [3],[4] | 0 | [4] | 0 | |
Interest rate derivative | 13,807 | [2] | 19,943 | |||||
Liabilities | 0 | 0 | 13,807 | 19,943 | ||||
Fair Value, Recurring | Fair Value, Inputs, Level 3 | ||||||||
Assets: | ||||||||
Assets | 0 | 0 | 0 | |||||
Interest rate swaps | [2] | 0 | ||||||
Liabilities: | ||||||||
Contingent consideration liabilities | 5,492 | [3] | 8,515 | [3],[4] | 4,631 | [4] | 1,641 | |
Interest rate derivative | 0 | [2] | 0 | |||||
Liabilities | 5,492 | 8,515 | 4,631 | $ 1,641 | ||||
Fair Value, Recurring | Money Market Funds | ||||||||
Assets: | ||||||||
Assets | 9,805 | 36,616 | 6,525 | |||||
Fair Value, Recurring | Money Market Funds | Fair Value, Inputs, Level 1 | ||||||||
Assets: | ||||||||
Assets | 9,805 | 36,616 | 6,525 | |||||
Fair Value, Recurring | Money Market Funds | Fair Value, Inputs, Level 2 | ||||||||
Assets: | ||||||||
Assets | 0 | 0 | 0 | |||||
Fair Value, Recurring | Money Market Funds | Fair Value, Inputs, Level 3 | ||||||||
Assets: | ||||||||
Assets | $ 0 | $ 0 | $ 0 | |||||
[1] (1) 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 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. (2) 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. 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 | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain Loss Remeasurement Of Contingent Consideration Liabilities | Gain Loss Remeasurement Of Contingent Consideration Liabilities | Gain Loss Remeasurement Of Contingent Consideration Liabilities | |
Less: current portion | $ (3,979) | $ (2,204) | $ (2,151) | $ (967) |
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 | 4,631 | 1,641 | 2,695 |
Acquisitions | 0 | 7,874 | 4,000 | 1,000 |
Payments | 375 | 420 | 681 | 1,019 |
Change in fair value | (2,648) | (3,570) | (329) | (1,035) |
Ending Balance | 5,492 | 8,515 | 4,631 | $ 1,641 |
Less: current portion | (3,979) | (2,204) | (2,153) | |
Long term portion | $ 1,513 | 6,311 | 3,262 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Previously Reported | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Beginning Balance | $ 5,415 | |||
Payments | 555 | |||
Ending Balance | $ 5,415 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Mar. 13, 2023 | Oct. 04, 2021 | Jun. 22, 2021 | Jun. 30, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash payment to acquire buiness | $ 14,000,000 | |||
Contingent Consideration Amount | $ 2,400,000 | |||
The Sommelier Company | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent Consideration Amount | $ 4,000,000 | |||
Contingent consideration in fair value earnout payments | $ 500,000 | |||
Cash | The Sommelier Company | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash payment to acquire buiness | $ 8,000,000 | |||
Interest Rate Swap One Agreement [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fixed Notional Amount | $ 50,000,000 | |||
Interest Rate Swap Two Agreement [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fixed Notional Amount | 75,000,000 | |||
Interest Rate Swap | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash termination gain | $ 6,300,000 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 15, 2022 |
Lessee, Lease, Description [Line Items] | ||
Proceeds from sale of land held for sale | $ 100 | $ 8,700 |
Off-market adjustment amount | $ 300 | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 10 years | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 1 year | |
Sublease | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 4 years | |
Sublese interest rate amount | $ 7,500 | |
Increased percentage of sublease interest amount | 3% | |
Total consideration from sale of subleased equipment | $ 109 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2023 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease expense | $ 1,807 | $ 5,365 |
Amortization of right-of-use assets | 66 | 205 |
Interest on lease liabilities | 8 | 25 |
Total finance lease expense | 74 | 230 |
Variable lease expense | 200 | 677 |
Short-term lease expense | 28 | 98 |
Total lease expense | $ 2,110 | $ 6,370 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Items Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 32,971 | $ 0 |
Current portion of operating lease liabilities | 6,357 | 0 |
Long-term operating lease liabilities | 27,695 | 0 |
Present value of lease liabilities | 34,052 | |
Finance lease right-of-use-assets | 624 | 0 |
Current portion of finance lease liabilities | 286 | 0 |
Long-term finance lease liabilities | 344 | $ 0 |
Present value of lease liabilities | $ 630 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details) | Mar. 31, 2023 |
Weighted Average Remaining Lease Term | |
Operating leases | 6 years 2 months 12 days |
Finance leases | 2 years 6 months |
Weighted average discount rate | |
Operating leases | 5% |
Finance leases | 5% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
Remaining fiscal 2023 | $ 1,326 | |
2024 | 6,943 | |
2025 | 6,538 | |
2026 | 6,512 | |
2027 | 6,158 | |
2028 and thereafter | 12,122 | |
Total lease payments | 39,599 | |
Less imputed interest | (5,547) | |
Present value of lease liabilities | 34,052 | |
Current portion of lease liabilities | (6,357) | $ 0 |
Total long term lease liabilities | 27,695 | 0 |
Finance Lease, Liability, to be Paid [Abstract] | ||
Remaining fiscal 2023 | 78 | |
2024 | 309 | |
2025 | 180 | |
2026 | 96 | |
2027 | 6 | |
2028 and thereafter | 0 | |
Total lease payments | 669 | |
Less imputed interest | (39) | |
Present value of lease liabilities | 630 | |
Current portion of lease liabilities | (286) | 0 |
Total long term lease liabilities | $ 344 | $ 0 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Inventory [Line Items] | ||||
Inventories | $ 199,268 | $ 192,102 | $ 221,145 | $ 206,458 |
Bottled Wine and Spirits | ||||
Inventory [Line Items] | ||||
Inventories | 90,083 | 68,684 | ||
Bottling and Packaging Supplies | ||||
Inventory [Line Items] | ||||
Inventories | 19,448 | 16,328 | 10,482 | 11,798 |
Nonwine Inventory | ||||
Inventory [Line Items] | ||||
Inventories | $ 1,452 | $ 831 | $ 1,247 | $ 1,032 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Inventory [Line Items] | ||||||||
Impairment of inventory | $ 0 | $ 0 | $ 0 | $ 0 | $ 15,433,000 | $ 0 | $ 3,900,000 | |
Settlement of damaged inventory | $ 4,800,000 | 3,000,000 | 4,800,000 | |||||
Depreciation and amortization expense | $ 4,100,000 | $ 6,000,000 | 11,400,000 | 14,100,000 | $ 19,000,000 | $ 11,300,000 | 11,700,000 | |
Net book value long-lived assets | $ 20,700,000 | |||||||
Operating lease term | 10 years | |||||||
Operating lease, existence of option to extend [true false] | true | true | ||||||
Operating lease option to extend, description | options to extend the lease for two additional periods of ten years each | options to extend the lease for two additional periods of ten years each | ||||||
Gain on disposal of assets | $ 14,400,000 | |||||||
Present value of the minimum lease payment | 21,000,000 | |||||||
Deferred gain on sale of lease | 14,400,000 | |||||||
Deferred gain on sale leaseback | $ 550,000 | $ 1,000,000 | $ 1,334,000 | $ 1,335,000 | $ 1,111,000 | |||
Previously Reported | ||||||||
Inventory [Line Items] | ||||||||
Impairment of inventory | $ 3,300,000 | |||||||
Option to Extend Lease Term One | ||||||||
Inventory [Line Items] | ||||||||
Options to extend additional term | 10 years | |||||||
Option to Extend Lease Term Two | ||||||||
Inventory [Line Items] | ||||||||
Options to extend additional term | 10 years | |||||||
Vineyards | ||||||||
Inventory [Line Items] | ||||||||
Sale of assets | $ 35,200,000 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | $ 280,999 | $ 290,401 | $ 254,507 | $ 194,244 |
Less accumulated depreciation and amortization | (76,893) | (71,697) | (52,791) | (44,568) |
Property, Plant and Equipment, Net Before Construction and Development In Progress | 204,106 | 218,704 | 201,716 | 149,676 |
Construction in Progress, Gross | 15,574 | 17,396 | 11,957 | 12,497 |
Property, Plant and Equipment, Net | 219,680 | 236,100 | 213,673 | 162,173 |
Buildings and Improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 146,581 | 141,324 | 129,288 | 95,270 |
Land | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 26,079 | 36,215 | 33,734 | 31,330 |
Machinery and Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 80,894 | 76,916 | 58,227 | 35,935 |
Cooperage | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 9,644 | 13,015 | 10,551 | 11,074 |
Vineyards | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 16,034 | 21,177 | 21,364 | 19,478 |
Furniture and Fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | $ 1,767 | $ 1,754 | $ 1,343 | $ 1,157 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Accrued purchases | $ 12,499 | $ 7,478 | $ 10,790 | $ 5,182 |
Accrued employee compensation | 7,703 | 5,886 | 3,981 | 2,256 |
Other accrued expenses | 5,247 | 7,115 | 6,754 | 2,308 |
Non related party accrued interest expense | 623 | 429 | 202 | |
Contingent consideration | 3,979 | 2,204 | 2,151 | 967 |
Unearned Income | 1,200 | 823 | ||
Accrued trade commissions | 90 | 347 | ||
Total Accrued liabilities and other payables | $ 34,325 | $ 24,204 | 25,078 | 13,325 |
Previously Reported | ||||
Non related party accrued interest expense | $ 112 | $ 1,442 |
Line of Credit - Additional Inf
Line of Credit - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||||||||
Apr. 13, 2021 | Jul. 18, 2019 | Apr. 30, 2021 | Jul. 31, 2019 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Nov. 30, 2019 | |
Line Of Credit Facility [Line Items] | |||||||||||
Available amount under line of credit | $ 125,000 | $ 30,000 | |||||||||
Restricted Cash | $ 0 | $ 4,800 | 4,800 | $ 0 | |||||||
Captive Insurance Letter of Credit | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Restricted Cash | 1,800 | $ 1,800 | |||||||||
Amended And Restated Loan And Security Agreement | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Aggregate principal amount | $ 480,000 | $ 480,000 | |||||||||
Delay Draw Term Loan Facility | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Revolving line of credit amount | 12,100 | 12,100 | |||||||||
Aggregate principal amount | 100,000 | 100,000 | |||||||||
Minimum | Amended And Restated Loan And Security Agreement | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Aggregate principal amount | 350,000 | ||||||||||
Maximum | Amended And Restated Loan And Security Agreement | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Aggregate principal amount | 480,000 | 480,000 | |||||||||
Maximum | Delay Draw Term Loan Facility | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Aggregate principal amount | $ 55,000 | $ 55,000 | |||||||||
Revolving Credit Facility | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Revolving line of credit amount | $ 170,000 | ||||||||||
Debt instrument fee amount | 0 | ||||||||||
Available amount under line of credit | $ 46,200 | $ 22,000 | $ 125,000 | ||||||||
Line of credit facility effective interest rate | 4% | 2.21% | |||||||||
Debt Instrument, interest rate, effective percentage | 6.70% | 3.30% | 3.10% | 4% | |||||||
Revolving Credit Facility | London Inter bank Offered Rates LIBOR [Member] | Minimum | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.25% | 1.25% | 1.25% | ||||||||
Revolving Credit Facility | London Inter bank Offered Rates LIBOR [Member] | Maximum | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.75% | 1.50% | 1.75% | ||||||||
Accounts Receivable And Inventory Revolving Facility | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Aggregate principal amount | $ 230,000 | $ 230,000 | |||||||||
Capital Expenditure Facility | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Aggregate principal amount | 50,000 | 50,000 | $ 50,000 | ||||||||
Term Loan | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Aggregate principal amount | $ 100,000 | ||||||||||
Loan And Security Agreement | Delay Draw Term Loan Facility | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Borrowing capacity under the credit facility | 100,000 | ||||||||||
Loan And Security Agreement | Revolving Credit Facility | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Borrowing capacity under the credit facility | 480,000 | $ 335,000 | $ 350,000 | ||||||||
Allowable aggregate borrowing capacity increased amount | $ 200,000 | ||||||||||
Line of credit maturity date | 2024-07 | ||||||||||
Loan And Security Agreement | Revolving Credit Facility | London Inter bank Offered Rates LIBOR [Member] | Minimum | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||||||
Loan And Security Agreement | Revolving Credit Facility | London Inter bank Offered Rates LIBOR [Member] | Maximum | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||||||
Loan And Security Agreement | Accounts Receivable And Inventory Revolving Facility | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Borrowing capacity under the credit facility | 230,000 | ||||||||||
Loan And Security Agreement | Accounts Receivable And Inventory Revolving Facility | Maximum | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Aggregate principal amount | $ 185,000 | ||||||||||
Loan And Security Agreement | Capital Expenditure Facility | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Borrowing capacity under the credit facility | 50,000 | ||||||||||
Loan And Security Agreement | Term Loan | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Borrowing capacity under the credit facility | $ 100,000 |
Interest Rate Swap - Additional
Interest Rate Swap - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||
Apr. 25, 2021 USD ($) | Mar. 31, 2020 USD ($) Agreements | Jul. 31, 2019 USD ($) | May 31, 2019 USD ($) | Jun. 30, 2018 USD ($) Agreements | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2020 USD ($) | |
Derivatives Fair Value [Line Items] | ||||||||
Fair Value of Asset | $ 9,157,000 | |||||||
Fair Value of Liability | $ 13,807,000 | $ 19,943,000 | ||||||
Number of interest rate swap agreements | Agreements | 2 | 2 | ||||||
June 2018 Interest Rate Swap | ||||||||
Derivatives Fair Value [Line Items] | ||||||||
Derivative, notional amount | $ 50,000,000 | $ 50,000,000 | $ 0 | $ 50,000,000 | ||||
Derivative, fixed interest rate | 2.34% | 2.34% | 2.34% | |||||
Fair Value of Liability | $ 0 | $ 6,513,000 | ||||||
Derivative termination month and year | 2026-07 | 2025-06 | 2025-06 | |||||
June 2018 Interest Rate Swap | 2019 Loan And Security Agreement | ||||||||
Derivatives Fair Value [Line Items] | ||||||||
Derivative, notional amount | $ 20,000,000 | |||||||
Derivative, fixed interest rate | 2.99% | |||||||
April 2021 Interest Rate Swap | ||||||||
Derivatives Fair Value [Line Items] | ||||||||
Derivative, notional amount | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 0 | ||||
Derivative, fixed interest rate | 2.32% | 2.32% | 2.32% | 2.32% | ||||
Fair Value of Asset | $ 2,046,000 | |||||||
Fair Value of Liability | $ 6,231,000 | $ 0 | ||||||
Derivative termination month and year | 2028-06 | 2028-06 | 2028-06 | 2028-06 | ||||
March 2020 Interest Rate Swap One | ||||||||
Derivatives Fair Value [Line Items] | ||||||||
Derivative, notional amount | $ 28,800,000 | $ 28,800,000 | $ 28,800,000 | $ 28,800,000 | ||||
Derivative, fixed interest rate | 0.77% | 0.78% | 0.78% | 0.78% | ||||
Fair Value of Asset | $ 2,282,000 | |||||||
Fair Value of Liability | $ 191,000 | $ 817,000 | ||||||
Derivative termination month and year | 2026-07 | 2026-07 | 2026-07 | 2026-07 | ||||
March 2020 Interest Rate Swap Two | ||||||||
Derivatives Fair Value [Line Items] | ||||||||
Derivative, notional amount | $ 46,800,000 | $ 46,800,000 | $ 46,800,000 | $ 46,800,000 | ||||
Derivative, fixed interest rate | 0.71% | 0.71% | 0.71% | 0.71% | ||||
Fair Value of Asset | $ 2,748,000 | |||||||
Fair Value of Liability | $ 280,000 | $ 1,089,000 | ||||||
Derivative termination month and year | 2025-03 | 2025-03 | 2025-03 | 2025-03 | ||||
May 2019 Interest Rate Swap | ||||||||
Derivatives Fair Value [Line Items] | ||||||||
Derivative, notional amount | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | ||||
Derivative, fixed interest rate | 2.25% | 2.25% | 2.25% | 2.25% | ||||
Fair Value of Asset | $ 1,110,000 | |||||||
Fair Value of Liability | $ 3,406,000 | $ 5,568,000 | ||||||
Derivative termination month and year | 2026-05 | 2026-05 | 2026-05 | 2026-05 | ||||
June 2018 Interest Rate Swap One | ||||||||
Derivatives Fair Value [Line Items] | ||||||||
Derivative, notional amount | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||||
Derivative, fixed interest rate | 2.92% | |||||||
Fair Value of Liability | 0 | 6,500,000 | ||||||
Derivative termination month and year | 2025-06 | |||||||
June 2018 Interest Rate Swap Two | ||||||||
Derivatives Fair Value [Line Items] | ||||||||
Derivative, notional amount | $ 20,000,000 | 20,000,000 | ||||||
Derivative, fixed interest rate | 2.99% | |||||||
Fair Value of Liability | 1,500,000 | |||||||
Derivative termination month and year | 2025-06 | |||||||
June 2018 Interest Rate Swap Two | 2019 Loan And Security Agreement | ||||||||
Derivatives Fair Value [Line Items] | ||||||||
Derivative, notional amount | $ 20,000,000 | |||||||
July 2019 Interest Rate Swap | ||||||||
Derivatives Fair Value [Line Items] | ||||||||
Derivative, notional amount | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||||
Derivative, fixed interest rate | 2.34% | 2.34% | 2.34% | |||||
Fair Value of Asset | $ 971,000 | |||||||
Fair Value of Liability | $ 3,699,000 | $ 5,956,000 | ||||||
Derivative termination month and year | 2026-07 | 2026-07 | 2026-07 |
Interest Rate Swap - Schedule o
Interest Rate Swap - Schedule of Interest Rate Swaps (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Apr. 25, 2021 | Mar. 31, 2020 | Jul. 31, 2019 | May 31, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Derivatives Fair Value [Line Items] | |||||||
Fair Value of Asset | $ 9,157,000 | ||||||
Fair Value of Liability | $ (13,807,000) | $ (19,943,000) | |||||
April 2021 Interest Rate Swap | |||||||
Derivatives Fair Value [Line Items] | |||||||
Date of agreement | Apr. 30, 2021 | Apr. 30, 2021 | Apr. 30, 2021 | ||||
Fixed Notional Amount | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 0 | |||
Fixed Interest Rate | 2.32% | 2.32% | 2.32% | 2.32% | |||
Termination Date | 2028-06 | 2028-06 | 2028-06 | 2028-06 | |||
Fair Value of Asset | $ 2,046,000 | ||||||
Fair Value of Liability | $ (6,231,000) | $ 0 | |||||
March 2020 Interest Rate Swap One | |||||||
Derivatives Fair Value [Line Items] | |||||||
Date of agreement | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | ||||
Fixed Notional Amount | $ 28,800,000 | $ 28,800,000 | $ 28,800,000 | $ 28,800,000 | |||
Fixed Interest Rate | 0.77% | 0.78% | 0.78% | 0.78% | |||
Termination Date | 2026-07 | 2026-07 | 2026-07 | 2026-07 | |||
Fair Value of Asset | $ 2,282,000 | ||||||
Fair Value of Liability | $ (191,000) | $ (817,000) | |||||
March 2020 Interest Rate Swap Two | |||||||
Derivatives Fair Value [Line Items] | |||||||
Date of agreement | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | ||||
Fixed Notional Amount | $ 46,800,000 | $ 46,800,000 | $ 46,800,000 | $ 46,800,000 | |||
Fixed Interest Rate | 0.71% | 0.71% | 0.71% | 0.71% | |||
Termination Date | 2025-03 | 2025-03 | 2025-03 | 2025-03 | |||
Fair Value of Asset | $ 2,748,000 | ||||||
Fair Value of Liability | $ (280,000) | $ (1,089,000) | |||||
July 2019 Interest Rate Swap | |||||||
Derivatives Fair Value [Line Items] | |||||||
Date of agreement | Jul. 31, 2019 | Jul. 31, 2019 | Jul. 31, 2019 | ||||
Fixed Notional Amount | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | ||||
Fixed Interest Rate | 2.34% | 2.34% | 2.34% | ||||
Termination Date | 2026-07 | 2026-07 | 2026-07 | ||||
Fair Value of Asset | $ 971,000 | ||||||
Fair Value of Liability | $ (3,699,000) | $ (5,956,000) | |||||
May 2019 Interest Rate Swap | |||||||
Derivatives Fair Value [Line Items] | |||||||
Date of agreement | May 31, 2019 | May 31, 2019 | May 31, 2019 | ||||
Fixed Notional Amount | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||
Fixed Interest Rate | 2.25% | 2.25% | 2.25% | 2.25% | |||
Termination Date | 2026-05 | 2026-05 | 2026-05 | 2026-05 | |||
Fair Value of Asset | $ 1,110,000 | ||||||
Fair Value of Liability | $ (3,406,000) | $ (5,568,000) | |||||
June 2018 Interest Rate Swap | |||||||
Derivatives Fair Value [Line Items] | |||||||
Date of agreement | Jun. 30, 2018 | Jun. 30, 2018 | |||||
Fixed Notional Amount | $ 50,000,000 | $ 50,000,000 | $ 0 | $ 50,000,000 | |||
Fixed Interest Rate | 2.34% | 2.34% | 2.34% | ||||
Termination Date | 2026-07 | 2025-06 | 2025-06 | ||||
Fair Value of Liability | $ 0 | $ (6,513,000) |
Long-Term and Other Short-Ter_3
Long-Term and Other Short-Term Borrowings - Summary of Long-term and Other Short-term Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||||
Long term debt | $ 193,032 | $ 185,289 | $ 208,052 | $ 160,128 |
Less current maturities | (191,580) | (14,909) | (22,964) | (16,298) |
Less unamortized deferred financing costs | (1,452) | (1,285) | (1,547) | (791) |
Long-term debt and lease obligation | 0 | 169,095 | 183,541 | 143,039 |
January 2022 | Unsecured convertible promissory note | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 0 | 2,917 | ||
Dec 31 2021 | Unsecured convertible promissory note | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 0 | 5,834 | ||
Borrowings | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 28,757 | |||
Secured Overnight Financing Rate (SOFR) | Borrowings | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 13,564 | |||
Base Rate | Borrowings | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 0 | 40,776 | 45,084 | 16,174 |
Secured Debt | Convertible Promissory Note | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 9,500 | |||
Unsecured Promissory Note | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 875 | |||
Notes Payable to Bank | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 49 | |||
Notes Payable to Bank | April 2023 | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 60 | 593 | 1,227 | 1,836 |
Notes Payable to Bank | March 2024 | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 719 | 1,246 | 1,876 | |
Notes Payable to Bank | March 2026 | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 1,972 | |||
Notes Payable to Bank | July 2024 | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 0 | 37,892 | ||
Notes Payable to Bank | London Inter bank Offered Rates LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 0 | 76,792 | 81,055 | 96,461 |
Notes Payable to Bank | London Inter bank Offered Rates LIBOR [Member] | July 2024 | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 65,882 | 29,250 | 0 | |
Notes Payable to Bank | Secured Overnight Financing Rate (SOFR) | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 143,986 | |||
Unsecured Note | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 6,525 | |||
Delayed Draw Term Loan | London Inter bank Offered Rates LIBOR [Member] | December 2022 | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 0 | $ 65,882 | ||
Delayed Draw Term Loan | Secured Overnight Financing Rate (SOFR) | December 2027 | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 29,000 | |||
Equipment Term Loan | Secured Overnight Financing Rate (SOFR) | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 3,682 |
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 | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Jul. 26, 2021 | Jun. 30, 2021 | Apr. 13, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Jan. 13, 2022 | Apr. 30, 2021 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 13, 2022 | Jun. 13, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
January 2022 | Unsecured convertible promissory note | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maturity period | 2022-01 | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 1% | 1% | ||||||||||||||||||
Dec 31 2021 | Unsecured convertible promissory note | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.06% | 1.06% | ||||||||||||||||||
Secured Overnight Financing Rate (SOFR) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 0.10% | 0.15% | 0.25% | 1% | ||||||||||||||||
Base Rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||||||||||||||||
Borrowings | July 2022 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maturity period | 2022-07 | |||||||||||||||||||
Borrowings | July 2026 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maturity period | 2026-07 | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 0.75% | |||||||||||||||||||
Borrowings | London Inter bank Offered Rates LIBOR [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.75% | 1.75% | 0.50% | |||||||||||||||||
Borrowings | London Inter bank Offered Rates LIBOR [Member] | July 2022 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.75% | |||||||||||||||||||
Borrowings | London Inter bank Offered Rates LIBOR [Member] | July 2026 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | (0.50%) | |||||||||||||||||||
Borrowings | London Inter bank Offered Rates LIBOR [Member] | June 2021 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.75% | |||||||||||||||||||
Borrowings | Secured Overnight Financing Rate (SOFR) | June 2027 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 4.87% | |||||||||||||||||||
Borrowings | Base Rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.75% | |||||||||||||||||||
Borrowings | Base Rate | July 2026 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.75% | 3.25% | ||||||||||||||||||
Borrowings | Base Rate | July 2026 | Previously Reported [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 4% | |||||||||||||||||||
Borrowings | Base Rate | June 2027 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.35% | |||||||||||||||||||
Secured Debt | Convertible Promissory Note | January 2022 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, periodic payment | $ 4,750,000 | |||||||||||||||||||
Maturity period | 2022-01 | |||||||||||||||||||
Unsecured Promissory Note | January 2021 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, periodic payment | $ 875,000 | |||||||||||||||||||
Maturity period | 2021-01 | |||||||||||||||||||
Unsecured Promissory Note | Prime Rate | January 2021 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1% | |||||||||||||||||||
Notes Payable to Bank | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, periodic payment | $ 1 | |||||||||||||||||||
Maturity period | 2029-04 | |||||||||||||||||||
Fixed interest rate | 11.84% | 11.84% | 11.84% | |||||||||||||||||
Notes Payable to Bank | April 2023 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, periodic payment | $ 60 | $ 60 | $ 60,333 | |||||||||||||||||
Maturity period | 2023-04 | 2023-04 | 2023-04 | |||||||||||||||||
Fixed interest rate | 3.60% | 3.60% | 3.60% | 3.60% | 3.60% | 3.60% | 3.60% | 3.60% | 3.60% | |||||||||||
Notes Payable to Bank | March 2024 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, periodic payment | $ 61 | $ 61 | $ 60,825 | |||||||||||||||||
Maturity period | 2024-03 | 2024-03 | 2024-03 | |||||||||||||||||
Fixed interest rate | 2.75% | 2.75% | 2.75% | 2.75% | 2.75% | 2.75% | 2.75% | 2.75% | 2.75% | |||||||||||
Notes Payable to Bank | March 2026 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, periodic payment | $ 61 | |||||||||||||||||||
Maturity period | 2026-04 | |||||||||||||||||||
Fixed interest rate | 7.50% | 7.50% | 7.50% | |||||||||||||||||
Notes Payable to Bank | December 2022 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.75% | |||||||||||||||||||
Notes Payable to Bank | December 2027 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.35% | |||||||||||||||||||
Notes Payable to Bank | July 2024 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, periodic payment | $ 1,260 | |||||||||||||||||||
Maturity period | 2024-07 | 2024-07 | ||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.32% | 1.75% | 1.84% | |||||||||||||||||
Notes Payable to Bank | September 2026 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.75% | 1.75% | ||||||||||||||||||
Notes Payable to Bank | London Inter bank Offered Rates LIBOR [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, periodic payment | $ 1,077 | |||||||||||||||||||
Notes Payable to Bank | London Inter bank Offered Rates LIBOR [Member] | December 2022 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, periodic payment | $ 1,180 | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.76% | |||||||||||||||||||
Notes Payable to Bank | London Inter bank Offered Rates LIBOR [Member] | July 2026 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, periodic payment | $ 1,066 | $ 1,065,807 | ||||||||||||||||||
Maturity period | 2026-07 | |||||||||||||||||||
Notes Payable to Bank | London Inter bank Offered Rates LIBOR [Member] | June 2021 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, periodic payment | $ 1,077 | |||||||||||||||||||
Notes Payable to Bank | London Inter bank Offered Rates LIBOR [Member] | September 2026 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, periodic payment | $ 1,180 | $ 1,179,800 | ||||||||||||||||||
Maturity period | 2026-09 | 2026-09 | ||||||||||||||||||
Debt instrument, basis spread on variable rate | (1.76%) | 0.86% | ||||||||||||||||||
Notes Payable to Bank | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 4.87% | |||||||||||||||||||
Notes Payable to Bank | Secured Overnight Financing Rate (SOFR) | December 2027 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, periodic payment | $ 1,454 | |||||||||||||||||||
Notes Payable to Bank | Secured Overnight Financing Rate (SOFR) | June 2027 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, periodic payment | $ 801 | |||||||||||||||||||
Notes Payable to Bank | Base Rate | July 2024 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 4% | 4% | ||||||||||||||||||
Equipment Term Loan | Secured Overnight Financing Rate (SOFR) | December 2026 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, periodic payment | $ 250 | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 4.87% | |||||||||||||||||||
Equipment Term Loan | Base Rate | December 2026 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.35% | |||||||||||||||||||
Delayed Draw Term Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, periodic payment | $ 1,260 | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.32% | 1.75% | ||||||||||||||||||
Delayed Draw Term Loan | December 2027 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, periodic payment | $ 818 | |||||||||||||||||||
Delayed Draw Term Loan | Secured Overnight Financing Rate (SOFR) | December 2027 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maturity period | 2027-12 | |||||||||||||||||||
Debt instrument, basis spread on variable rate | (4.87%) | |||||||||||||||||||
Delayed Draw Term Loan | Base Rate | December 2027 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.35% | |||||||||||||||||||
Unsecured Note | April 2022 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maturity period | 2022-04 | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 1% |
Long-Term Debt and Other Short-
Long-Term Debt and Other Short-Term Borrowings - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Jun. 25, 2021 | May 06, 2021 | Apr. 13, 2021 | Jul. 18, 2019 | Jan. 02, 2018 | Jan. 13, 2022 | Apr. 30, 2021 | Jul. 31, 2019 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Mar. 13, 2022 | Jun. 13, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 13, 2022 | Jun. 07, 2021 | |
Debt Instrument [Line Items] | ||||||||||||||||||||
Accrued interest paid | $ 67,000 | |||||||||||||||||||
Third-party debt issuance cost | $ 0 | $ 918,000 | $ 1,206,000 | |||||||||||||||||
Debt Instrument Covenant Description | (i) a minimum fixed charge coverage ratio (based on trailing twelve-month EBITDA adjusted for capital expenditures, taxes and certain other items) of 1.10:1.00 measured on a rolling four quarter basis provided that the minimum capital expenditure amount for purposes of calculating the fixed charge coverage ratio will increase by $175.0 thousand per quarter until it reaches $1.5 million, (ii) the addition of a maximum debt to capitalization ratio covenant, initially set at 0.60:1.00 for each quarter until December 31, 2023 and stepping down to 0.575:1.00 for each quarter until March 31, 2024 and 0.55:1.00 for each quarter until December 31, 2024 and thereafter, (iii) certain new EBITDA addbacks (and one historical EBITDA deduction in the amount of approximately $1.4 million for the quarter ended September 30, 2022) and (iv) certain amendments to the conditions for permitted acquisitions and accordion increases. | |||||||||||||||||||
Capital Expenditure Amoun tIncrease In Coverage Ratio | $ 175,000 | |||||||||||||||||||
Capital Expenditure Maximum Amount of Coverage Ratio | $ 1,500,000 | |||||||||||||||||||
Deduction in EBITDA | $ 1,400,000 | |||||||||||||||||||
Available amount under line of credit | $ 125,000,000 | $ 30,000,000 | ||||||||||||||||||
Common stock, shares issued | 62,161,553 | 62,161,553 | 61,691,054 | 60,461,611 | 26,460,371 | 668,164 | ||||||||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 479,000 | $ 0 | $ 0 | $ (147,000) | ||||||||||||||
Secured Overnight Financing Rate (SOFR) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Revolving line of credit amount interest rate on outstanding | 0.10% | 0.15% | 0.25% | 1% | ||||||||||||||||
Base Rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Revolving line of credit amount interest rate on outstanding | 2.25% | |||||||||||||||||||
Federal funds effective Sswap rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Revolving line of credit amount interest rate on outstanding | 0.50% | |||||||||||||||||||
Adjusted base rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Revolving line of credit amount interest rate on outstanding | 0.10% | |||||||||||||||||||
Borrowings | London Inter bank Offered Rates LIBOR [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Revolving line of credit amount interest rate on outstanding | 1.75% | 1.75% | 0.50% | |||||||||||||||||
Borrowings | Base Rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Revolving line of credit amount interest rate on outstanding | 1.75% | |||||||||||||||||||
Minimum | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Revolving line of credit amount interest rate on outstanding | 1.50% | |||||||||||||||||||
Maximum | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Revolving line of credit amount interest rate on outstanding | 2% | |||||||||||||||||||
Paycheck Protection Program | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 6,500,000 | $ 6,500,000 | ||||||||||||||||||
Debt instrument, maturity | two-year | two-year | ||||||||||||||||||
Debt instrument, decrease, forgiveness | $ 6,600,000 | |||||||||||||||||||
Series A Stock | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Convertible promissory note converted into shares amount | $ 4,800,000 | |||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 233,862 | |||||||||||||||||||
Kunde | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Principal amount paid | $ 5,800,000 | $ 5,800,000 | ||||||||||||||||||
Derivative, fixed interest rate | 1% | |||||||||||||||||||
Debt instrument, description | Two of the three notes payable issued to the sellers as purchase consideration have a stated interest rate of Prime plus 1.00%, compounded quarterly, and mature on January 5, 2022, while the third note has a stated interest rate of 1.06%, compounded quarterly, and matures on December 31, 2021 | Two of the three notes payable issued to the sellers as purchase consideration have a stated interest rate of Prime plus 1.00%, compounded quarterly, and mature on January 5, 2022, while the third note has a stated interest rate of 1.06%, compounded quarterly, and matures on December 31, 2021 | ||||||||||||||||||
Debt instrument, interest rate | 1.06% | 1.06% | ||||||||||||||||||
Convertible promissory note converted into shares amount | $ 11,700,000 | $ 11,700,000 | ||||||||||||||||||
Second amended and restated loan and security agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 458,400,000 | |||||||||||||||||||
Debt instrument, maturity period | Dec. 13, 2027 | |||||||||||||||||||
Debt instrument, maturity | The Term Loan Facility matures on December 13, 2027, and the Second A&R Loan and Security Agreement extends the maturities of the other credit facilities as follows: (i) the Revolving Facility matures on December 13, 2027, (ii) the Equipment Loan matures on December 31, 2026, (iii) the Capex Facility matures on June 30, 2027 and (iv) the DDTL Facility matures on December 13, 2027. | |||||||||||||||||||
Loss on extinguishment of debt | $ (500,000) | |||||||||||||||||||
Accounts Receivable And Inventory Revolving Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 230,000,000 | $ 230,000,000 | ||||||||||||||||||
Accounts Receivable And Inventory Revolving Facility | Second amended and restated loan and security agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | 229,700,000 | |||||||||||||||||||
Capital Expenditure Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Payment of loan fees | 2,600,000 | |||||||||||||||||||
Original Issue Discount | 500,000 | |||||||||||||||||||
Third-party debt issuance cost | $ 2,100,000 | |||||||||||||||||||
Outstanding line of credit | $ 170,000,000 | |||||||||||||||||||
Debt Instrument, interest rate, effective percentage | 6.70% | 3.10% | 6.70% | 3.10% | 3.30% | 4% | ||||||||||||||
Available amount under line of credit | $ 46,200,000 | $ 46,200,000 | $ 22,000,000 | $ 125,000,000 | ||||||||||||||||
Revolving Credit Facility | Adjusted base rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Revolving line of credit amount interest rate on outstanding | 1% | |||||||||||||||||||
Revolving Credit Facility | Minimum | London Inter bank Offered Rates LIBOR [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Revolving line of credit amount interest rate on outstanding | 1.25% | 1.25% | 1.25% | |||||||||||||||||
Revolving Credit Facility | Maximum | London Inter bank Offered Rates LIBOR [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Revolving line of credit amount interest rate on outstanding | 1.75% | 1.50% | 1.75% | |||||||||||||||||
Revolving Credit Facility | Second amended and restated loan and security agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | 20,000,000 | |||||||||||||||||||
Proceeds from new loan | $ 125,000,000 | |||||||||||||||||||
Debt instrument, maturity | December 13, 2027 | |||||||||||||||||||
Revolving Credit Facility | Second amended and restated loan and security agreement | Minimum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate on debt | 0.15% | |||||||||||||||||||
Revolving Credit Facility | Second amended and restated loan and security agreement | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate on debt | 0.20% | |||||||||||||||||||
Equipment loan | Second amended and restated loan and security agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | 4,200,000 | |||||||||||||||||||
Proceeds from new loan | $ 4,200,000 | |||||||||||||||||||
Debt instrument, maturity | December 31, 2026 | |||||||||||||||||||
Capex Facility | Second amended and restated loan and security agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | 15,200,000 | |||||||||||||||||||
Proceeds from new loan | $ 15,200,000 | |||||||||||||||||||
Debt instrument, maturity | June 30, 2027 | |||||||||||||||||||
Delayed draw term loan facility credit agreement | Second amended and restated loan and security agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Proceeds from new loan | $ 30,600,000 | |||||||||||||||||||
Debt instrument, maturity | December 13, 2027 | |||||||||||||||||||
Other than revolving credit facility | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Revolving line of credit amount interest rate on outstanding | 1.25% | |||||||||||||||||||
Term Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 100,000,000 | $ 100,000,000 | ||||||||||||||||||
Payment of loan fees | $ 2,300,000 | |||||||||||||||||||
Original Issue Discount | 500,000 | |||||||||||||||||||
Third party costs | 1,900,000 | |||||||||||||||||||
Term Loan | Second amended and restated loan and security agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | 156,500 | |||||||||||||||||||
Proceeds from new loan | $ 154,600,000 | |||||||||||||||||||
Interest rate on debt | 0.25% | |||||||||||||||||||
Term Loan | Equipment loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | 200,000 | $ 200,000 | ||||||||||||||||||
Term Loan | Capex Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | 800,000 | 800,000 | ||||||||||||||||||
Loan And Security Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Proceeds from existing loans payable | 90,100,000 | |||||||||||||||||||
Aggregate principal amount | 350,000,000 | 350,000,000 | $ 350,000,000 | |||||||||||||||||
Line of credit maturity date | 2019-07 | |||||||||||||||||||
Line of credit facility, payment | $ 156,200,000 | |||||||||||||||||||
Payment of loan fees | 300,000 | |||||||||||||||||||
Lender fees | $ 700,000 | |||||||||||||||||||
Third party costs | 500,000 | |||||||||||||||||||
Deferred financing costs | $ 100,000 | |||||||||||||||||||
Cash collateral for borrowed securities | 4,800,000 | $ 4,800,000 | $ 4,800,000 | |||||||||||||||||
Loan And Security Agreement | Accounts Receivable And Inventory Revolving Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | 200,000,000 | |||||||||||||||||||
Loan And Security Agreement | Capital Expenditure Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | 50,000,000 | |||||||||||||||||||
Period of amount recognized | 7 years | |||||||||||||||||||
Loan And Security Agreement | Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Period of amount recognized | 5 years | |||||||||||||||||||
Loan And Security Agreement | Term Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 100,000,000 | |||||||||||||||||||
Interest Rate Swap Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Derivative, notional amount | $ 20,000,000 | |||||||||||||||||||
Derivative, fixed interest rate | 2.99% | |||||||||||||||||||
Amended And Restated Loan And Security Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | 480,000,000 | 480,000,000 | ||||||||||||||||||
Amended And Restated Loan And Security Agreement | Minimum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | 350,000,000 | |||||||||||||||||||
Amended And Restated Loan And Security Agreement | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | 480,000,000 | $ 480,000,000 | ||||||||||||||||||
Delay Draw Term Loan Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | 100,000,000 | 100,000,000 | ||||||||||||||||||
Proceeds from new loan | 29,300,000 | 29,300,000 | ||||||||||||||||||
Payment of existing loan | 10,800,000 | 10,800,000 | ||||||||||||||||||
Outstanding line of credit | 12,100,000 | 12,100,000 | ||||||||||||||||||
Cash collateral for borrowed securities | 4,800,000 | 4,800,000 | ||||||||||||||||||
Delay Draw Term Loan Facility | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 55,000,000 | $ 55,000,000 | ||||||||||||||||||
Delay Draw Term Loan Facility | Second amended and restated loan and security agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 52,900,000 | |||||||||||||||||||
Convertible Note | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Issuance of convertible promissory note | $ 19,000,000 | |||||||||||||||||||
Debt instrument, description | Under the terms of the 2018 Convertible Note, the outstanding principal and accrued interest were subject to repayments either through the defined repayment schedule of four annual equal installments of principal and unpaid interest on the annual anniversary of the note, prepayments, or optional conversion to convert all or part of any regularity scheduled principal installment starting with the second principal installment or upon the occurrence of any liquidity event. Absent the election to convert upon the occurrence of a liquidity event, inclusive of change of control as defined in the agreement, the entire then outstanding principal amount plus accrued interest would have been required to be paid no later than five business days following the event. | |||||||||||||||||||
Convertible Note | Bank of West | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, interest rate | 4% |
Long-Term Debt and Other Shor_2
Long-Term Debt and Other Short-Term Borrowings - Schedule of Maturities of Long-term and Other Short-term Borrowings (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Long-Term Debt, Unclassified [Abstract] | ||||
2022 | $ 14,909 | $ 22,964 | ||
2023 | 14,152 | 12,562 | ||
2024 | 64,372 | 11,695 | ||
2025 | 8,571 | 69,007 | ||
2026 | 83,285 | 91,824 | ||
Thereafter | 208,052 | |||
Long term debt | $ 193,032 | $ 185,289 | $ 208,052 | $ 160,128 |
Redeemable Series A and Serie_2
Redeemable Series A and Series B Stock and Non-Controlling Interest - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2021 | Jun. 07, 2021 | Jun. 30, 2021 | Jul. 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2023 | Jun. 30, 2018 | Jul. 31, 2016 | |
Minority Interest [Line Items] | ||||||||||||
Redeemable shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Stock issued during period, value | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Shares issued in private placement | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
April 2018 Series A Redeemable Stock | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Temporary equity accretion of dividends | $ 0 | $ 152,300,000 | ||||||||||
Put Right Redeemable Shares | 17,919,217 | |||||||||||
April 2018 Series B Redeemable Cumulative Series B Stock | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Conversion of stock, shares | 1,650,000 | |||||||||||
July 2018 Redemption of Cumulative Series B Redeemable Shares | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Conversion of stock, shares | 1,134,946 | |||||||||||
Fair value of stock converted | $ 16,500,000 | |||||||||||
Series B Stock | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Stock repurchased during period, shares | 1,134,946 | |||||||||||
Sale of stock, price per share | $ 10 | $ 10 | $ 10 | |||||||||
Accrued Dividends | $ 3,100,000 | $ 3,100,000 | $ 3,100,000 | |||||||||
Repurchase of preferred stock shares | 2,889,786 | 2,889,786 | 2,889,786 | |||||||||
Payments for repurchase | $ 28,900,000 | $ 28,900,000 | ||||||||||
Tamarack Cellars | January 2018 Series A Redeemable Stock | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Temporary equity accretion of dividends | 0 | $ 1,100,000 | ||||||||||
TGAM | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Stock repurchased during period, shares | 2,889,507 | |||||||||||
TGAM | Series B Stock | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Redemption value of preferred stock | $ 5,674,733,000 | |||||||||||
Unpaid cumulative dividend | 0 | |||||||||||
Repurchase of stock price per share | $ 7.30 | |||||||||||
Redeemable shares authorized | 28,570,883 | |||||||||||
Proceeds from issuance of stock | $ 40,000,000 | |||||||||||
Proceeds from issuance of stock, net of issuance cost | $ 39,700,000 | |||||||||||
Sale of stock, price per share | $ 7.05 | |||||||||||
Preferred stock, shares issued | 5,674,733 | |||||||||||
stock, dividend rate, percentage | 5% | |||||||||||
Shares issued in private placement | 5,674,733 | |||||||||||
Repurchase of preferred stock shares | 1,134,947 | |||||||||||
Payments for repurchase | $ 8,290,000,000 | |||||||||||
Splinter Group | July 2016 Noncontrolling Redeemable Interest | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Stock issued during period, value | $ 1,400,000 | |||||||||||
Put Option | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Stock issued during period, value | $ 12,483,700,000 | |||||||||||
Redemption terms description | the put is contingent upon the Series B holder exercising its put right. The contingent put right in the 1,134,946 Series A shares were to become exercisable in April 2025, or 6.75 years from the July 2018 issuance date (the put right held by the holder of the Series B shares and held by the holder of the 1,134,946 Series A shares, were to become exercisable on the same date, or April 4, 2025). | |||||||||||
Put Option | Class A common stock | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Shares subject to accretion in carrying value, shares | 1,134,946 | |||||||||||
Redeemable stock, shares issued | 1,134,946 | |||||||||||
Put Option | April 2018 Series A Redeemable Stock | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Conversion of stock, shares | 17,919,218 | |||||||||||
Shares not classified as stockholders equity | 17,919,217 | |||||||||||
Stock issued during period, value | $ 12,483,700,000 | |||||||||||
Redeemable stock, shares issued | 20,785,643 | |||||||||||
Temporary equity accretion of dividends | 152,300,000 | $ 7,800,000 | ||||||||||
Temporary equity accretion of retained earnings | 25,100,000 | |||||||||||
Additional paid in capital | 133,000,000 | 133,000,000 | 133,000,000 | |||||||||
Redemption value of preferred stock | 0 | 37,800,000 | ||||||||||
Put Option | Series A Stock | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Temporary equity accretion of dividends | 0 | 3,100,000 | 0 | |||||||||
Temporary equity accretion of retained earnings | 0 | |||||||||||
Additional paid in capital | 133,000,000 | 133,000,000 | 133,000,000 | |||||||||
Redemption value of preferred stock | 0 | |||||||||||
Redemption terms description | the put is contingent upon the Series B holder exercising its put right. The contingent put right in the 1,134,946 Series A shares becomes exercisable in April 2025, or 6.75 years from the July 2018 issuance date (the put right held by the holder of the Series B shares and held by the holder of the 1,134,946 Series A shares, become exercisable on the same date, or April 4, 2025). | |||||||||||
Proceeds from issuance of stock | $ 8,300,000 | |||||||||||
Sale of stock, price per share | $ 20.86 | |||||||||||
Preferred stock, shares issued | 1,134,946 | |||||||||||
Shares issued in private placement | 1,134,946 | |||||||||||
Carrying value of common stock | 8,300,000 | |||||||||||
Put Option | Series B Stock | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Shares not classified as stockholders equity | 4,539,788 | |||||||||||
Temporary equity accretion of dividends | $ 0 | 5,800,000 | 5,000,000 | |||||||||
Temporary equity accretion of retained earnings | 0 | |||||||||||
Additional paid in capital | 5,800,000 | 5,800,000 | 5,800,000 | |||||||||
Redemption value of preferred stock | 0 | 42,700,000 | ||||||||||
Preferred stock, shares issued | 4,539,786 | |||||||||||
Stock issued during period, value | $ 39,700,000 | |||||||||||
Shares issued in private placement | 4,539,786 | |||||||||||
Put Option | Tamarack Cellars | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Stock issued during period, shares, acquisition | 372,387 | |||||||||||
Shares not classified as stockholders equity | 372,387 | |||||||||||
Shares subject to accretion in carrying value, shares | 372,387 | |||||||||||
Temporary equity accretion of dividends | 1,100,000 | 0 | ||||||||||
Temporary equity accretion of retained earnings | 0 | |||||||||||
Additional paid in capital | 1,100,000 | 1,100,000 | 1,100,000 | |||||||||
Redemption value of preferred stock | 0 | |||||||||||
Put Option | Tamarack Cellars | Class A common stock | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Carrying value of common stock | $ 2,600,000 | |||||||||||
Put Option | Tamarack Cellars | January 2018 Series A Redeemable Stock | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Stock issued during period, shares, acquisition | 372,387 | |||||||||||
Conversion of stock, shares | 372,387 | |||||||||||
Shares not classified as stockholders equity | 372,387 | |||||||||||
Shares subject to accretion in carrying value, shares | 372,387 | |||||||||||
Temporary equity accretion of retained earnings | 0 | |||||||||||
Additional paid in capital | $ 1,100,000 | $ 1,100,000 | $ 1,100,000 | |||||||||
Put Option | Tamarack Cellars | Series A | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Conversion of stock, shares | 372,387 | |||||||||||
Put Option | Tamarack Cellars | Series A | January 2018 Series A Redeemable Stock | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Conversion of stock, shares | 372,387 | |||||||||||
Put Option | Major Investor | April 2018 Series A Redeemable Stock | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Redeemable stock, shares issued | 17,919,218 | |||||||||||
Put Option | Splinter Group | July 2016 Noncontrolling Redeemable Interest | ||||||||||||
Minority Interest [Line Items] | ||||||||||||
Minimum capital stock sold percentage on outstanding capital stock | 25% | 25% | ||||||||||
Minimum assets sold percentage on aggregate values of assets | 25% |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Reserved Shares Stock on Converted Basis (Details) - Common Stock - shares | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Reserved shares of stock for issuance | 31,373,317 | 31,545,111 | 31,726,864 | 3,819,313 | |
Series A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Reserved shares of stock for issuance | [1] | 0 | 2,844,863 | ||
Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Reserved shares of stock for issuance | 0 | 900,352 | |||
Options | 2015 Stock Option Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Reserved shares of stock for issuance | 0 | 74,098 | |||
Warrants | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Reserved shares of stock for issuance | 25,646,453 | 25,818,247 | 26,000,000 | 0 | |
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 | 5,726,864 | 0 | |
[1] Issuance of Series A Stock has been retroactively restated to give effect to the recapitalization transaction |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Share -Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ (2,008) | $ 1,943 | $ 6,971 | $ 1,943 | $ 6,914 | ||
Stock Options [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | (921) | 828 | 2,332 | 828 | 2,551 | $ 3,300 | $ 300 |
Restricted Stock Units [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ (1,087) | $ 1,115 | $ 4,639 | $ 1,115 | $ 4,363 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Aug. 11, 2021 | Jun. 07, 2021 | Aug. 15, 2019 | Aug. 15, 2019 | Sep. 30, 2022 | Aug. 31, 2019 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 08, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||
Common stock, par value | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||
Common stock, shares issued | 668,164 | 62,161,553 | 62,161,553 | 61,691,054 | 60,461,611 | 26,460,371 | |||||||||||
Warrants to purchase of common stock | 181,553 | ||||||||||||||||
Additional shares received of common stock | 5,726,864 | 5,726,864 | 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 | is at or above $15 (but below $20), 50% of the Earnout Shares will be issued; and | is at or above $15 (but below $20), 50% of the Earnout Shares will be issued; andb)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. | ||||||||||||||
Fair value of earn out shares | $ 32,400,000 | $ 32,400,000 | $ 32,400,000 | ||||||||||||||
Earnout shares issued | 0 | 0 | 0 | 0 | |||||||||||||
Stock based compensation expense | $ 1,500,000 | ||||||||||||||||
forfeitures | $ 2,000,000 | ||||||||||||||||
Contractual life | 10 years | ||||||||||||||||
Expected volatility of common stock | 55% | 55% | |||||||||||||||
Stock Repurchase Program, Authorized Amount | $ 30,000,000 | $ 30,000,000 | |||||||||||||||
Repurchases of common stock | 2,871,894 | 2,871,894 | 2,871,894 | 0 | |||||||||||||
Private Warrants | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Exercise price per share of warrants outstanding | $ 1 | $ 1 | $ 1 | ||||||||||||||
Commencement of warrants exercisable after the completion of merger | 65 days | ||||||||||||||||
Cancellation Of Warrants | $ 4,000,000 | ||||||||||||||||
Purchase Price Of Warrants | $ 12,000,000 | ||||||||||||||||
Purchase Of Warrants | 12,000,000 | ||||||||||||||||
Warrants to purchase of common stock | 8,000,000 | 8,000,000 | |||||||||||||||
Public Warrants | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Exercise price per share of warrants outstanding | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||||||||||||
Expiration period of warrants exercisable after the closing date of merger | 5 years | 5 years | |||||||||||||||
Commencement of warrants exercisable after the completion of merger | 65 days | 65 days | |||||||||||||||
Warrants to purchase of common stock | 18,000,000 | 18,000,000 | |||||||||||||||
Expiration period of warrants exercisable after the commencement date | 5 years | ||||||||||||||||
Closing price of common stock trading period | 20 days | 20 days | |||||||||||||||
Closing Price Of Common Stock Trading Period, Maximum number of days | 30 days | 30 days | |||||||||||||||
Warrant, exercise price, Increase | $ 18 | $ 18 | |||||||||||||||
Common Stock | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Shares outstanding | 61,691,054 | 62,161,553 | 62,161,553 | 62,161,553 | 61,691,054 | 60,461,611 | 61,691,054 | 60,461,611 | 60,461,611 | 26,460,375 | 26,460,375 | ||||||
Exercise price per share of warrants outstanding | $ 11.50 | $ 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 | 25,818,247 | 26,000,000 | |||||||||||||
Warrants repurchased | 0 | 171,994 | |||||||||||||||
Repurchases of common stock | 181,553 | ||||||||||||||||
Shares issued, price per share | $ 1 | $ 1 | $ 1.46 | ||||||||||||||
Treasury Stock | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Shares outstanding | 2,871,894 | 2,871,894 | 2,871,894 | 2,871,894 | 2,871,894 | 313,539 | |||||||||||
Shares issued, price per share | $ 9.04 | ||||||||||||||||
Stock repurchased during period, value | $ 200,000 | $ 26,200,000 | |||||||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Contractual life | 10 years | 10 years | |||||||||||||||
Required Minimum Volume Weighted Average Price Per Common Stock For Exercise Of Vested Options | $ 12.50 | $ 12.50 | $ 12.50 | ||||||||||||||
Percentage of stock options expected to vest after eighteen months of grant date | 25% | 25% | 25% | ||||||||||||||
Percentage of stock options expected to vest on each of second, third and fourth anniversary of the grant date | 25% | 25% | 25% | ||||||||||||||
Unrecognized compensation expense to stock option | $ 3,100,000 | $ 3,100,000 | $ 8,000,000 | ||||||||||||||
Weighted average period | 2 years 10 months 24 days | 3 years 2 months 12 days | |||||||||||||||
Shares, Vested and Exercisable | 643,547 | 643,547 | 0 | ||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Unrecognized compensation expense to stock option | $ 3,300,000 | $ 3,300,000 | $ 10,100,000 | ||||||||||||||
Weighted average period | 2 years 9 months 18 days | 2 years 7 months 6 days | |||||||||||||||
Restricted stock units vested | 755,880 | 755,880 | |||||||||||||||
Shares paid for tax withholding (in shares) | 285,381 | ||||||||||||||||
Restricted stock units forfeited | 569,489 | 569,489 | |||||||||||||||
Restricted stock units vesting percentage | 25% | ||||||||||||||||
Share Repurchase Plan | Warrants | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Repurchase Of Warrants | 353,547 | ||||||||||||||||
IPO | Private Warrants | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Warrants to purchase of common stock | 12,000,000 | 8,000,000 | 8,000,000 | ||||||||||||||
IPO | Public Warrants | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Warrants issued to purchase of common stock | 18,000,000 | 18,000,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-Based Payment Arrangement [Abstract] | |||||
Stock Options, Beginning Balance | 3,503,527 | 900,352 | 670,629 | ||
Stock Options, Granted | 782,061 | 3,533,627 | 299,760 | ||
Stock Options, Canceled and forfeited | (1,257,927) | (30,100) | (84,373) | (70,037) | |
Stock Options, Ending balance | 3,027,661 | 3,503,527 | 900,352 | 670,629 | |
Weighted Average Exercise Price, Beginning balance | $ 10.50 | $ 18.79 | $ 16.96 | ||
Weighted Average Exercise Price, Granted | 3.85 | $ 10.50 | 22.50 | ||
Weighted Average Exercise Price, Canceled and forfeited | 10.50 | 10.50 | $ 18.31 | 17.08 | |
Weighted Average Exercise Price, Ending balance | $ 8.80 | $ 10.50 | $ 18.79 | $ 16.96 | |
Weighted-Average Remaining Contractual Life, Granted | 3 years 2 months 19 days | 3 years 2 months 19 days | |||
Weighted-Average Remaining Contractual Life | 2 years 10 months 24 days | 3 years 2 months 19 days | 2 years 11 months 26 days | 2 years 11 months 23 days |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock Option, Beginning Balance | 1,902,068 | |||
Stock Units, Granted | 584,434 | 1,902,068 | ||
Stock Units, Vested | (755,880) | (755,880) | ||
Stock Units, Forfeited | (569,489) | (569,489) | ||
Stock Option, Ending Balance | 1,161,133 | 1,161,133 | 1,902,068 | |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 8.14 | |||
Weighted Average Grant Date Fair Value, Granted | 3.29 | $ 8.14 | ||
Weighted Average Grant Date Fair Value, Vested | 8.20 | |||
Weighted Average Grant Date Fair Value, Forfeited or cancelled | 8 | |||
Weighted Average Grant Date Fair Value, Ending Balance | $ 5.62 | $ 5.62 | $ 8.14 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Changes in Repurchases of Common Stock and Warrants (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning Balance | 3,225,441 | 3,053,447 | |
Ending Balance | 3,225,441 | 3,225,441 | 3,053,447 |
Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Repurchases of common stock | 2,871,894 | ||
Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Repurchases of common stock | 0 | 171,994 | 181,553 |
Stock Incentive Plan - Addition
Stock Incentive Plan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 07, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Oct. 31, 2015 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Contractual life | 10 years | ||||||||
Weighted Average Grant Date Fair Value | $ 6.20 | ||||||||
Share-based Payment Arrangement, Expense | $ (2,008) | $ 1,943 | $ 6,971 | $ 1,943 | $ 6,914 | ||||
Stock Options [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Required Minimum Volume Weighted Average Price Per Common Stock For Exercise Of Vested Options | $ 12.50 | $ 12.50 | $ 12.50 | ||||||
Total unrecognized stock-based compensation related to stock options | $ 3,100 | $ 3,100 | $ 8,000 | ||||||
Stock-based compensation award which is expected be recognized over weighted-average period | 2 years 10 months 24 days | 3 years 2 months 12 days | |||||||
Shares, Vested and Exercisable | 643,547 | 643,547 | 0 | ||||||
Percentage of stock options expected to vest after eighteen months of grant date | 25% | 25% | 25% | ||||||
Percentage of stock options expected to vest on each of second, third and fourth anniversary of the grant date | 25% | 25% | 25% | ||||||
Contractual life | 10 years | 10 years | |||||||
Weighted Average Grant Date Fair Value | $ 3.27 | ||||||||
Share-based Payment Arrangement, Expense | $ (921) | 828 | $ 2,332 | 828 | $ 2,551 | $ 3,300 | $ 300 | ||
Risk-free interest rate | 1.80% | ||||||||
Expected volatility | 40% | ||||||||
Restricted Stock Units [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Total unrecognized stock-based compensation related to stock options | $ 3,300 | $ 3,300 | $ 10,100 | ||||||
Stock-based compensation award which is expected be recognized over weighted-average period | 2 years 9 months 18 days | 2 years 7 months 6 days | |||||||
Vesting period | 4 years | ||||||||
Weighted Average Grant Date Fair Value | $ 5.62 | $ 5.62 | $ 8.14 | ||||||
Share-based Payment Arrangement, Expense | $ (1,087) | $ 1,115 | $ 4,639 | $ 1,115 | $ 4,363 | ||||
2021 Omnibus Incentive Plan | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Required Minimum Volume Weighted Average Price Per Common Stock For Exercise Of Vested Options | $ 12.50 | ||||||||
Shares remain available for future grants | 11,200,000 | ||||||||
Percentage of stock options expected to vest after eighteen months of grant date | 25% | ||||||||
Percentage of stock options expected to vest on each of second, third and fourth anniversary of the grant date | 25% | ||||||||
Percentage of fair market value | 100% | ||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 10.50 | ||||||||
Contractual life | 10 years | ||||||||
2021 Omnibus Incentive Plan | Stock Options [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Contractual life | 10 years | ||||||||
2015 Stock Option Plan | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Shares remain available for future grants | 1,049,450 | ||||||||
Vesting period | 4 years | ||||||||
Contractual life | 5 years | ||||||||
Fair Value Of Options Settled | $ 5,300 | ||||||||
Incremental Compensation Expense | $ 2,600 |
Stock Incentive Plan - Schedule
Stock Incentive Plan - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Payment Arrangement, Expense | $ (2,008) | $ 1,943 | $ 6,971 | $ 1,943 | $ 6,914 | ||
Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Payment Arrangement, Expense | (921) | 828 | 2,332 | 828 | 2,551 | $ 3,300 | $ 300 |
Restricted Stock Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Payment Arrangement, Expense | $ (1,087) | $ 1,115 | $ 4,639 | $ 1,115 | $ 4,363 |
Stock Incentive Plan - Summary
Stock Incentive Plan - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock Options, Beginning Balance | 3,503,527 | 900,352 | 670,629 | ||
Stock Options, Granted | 782,061 | 3,533,627 | 299,760 | ||
Stock Options, Canceled and forfeited | (1,257,927) | (30,100) | (84,373) | (70,037) | |
Number of Stock Options, Cancelled | 815,979 | ||||
Stock Options, Ending balance | 3,027,661 | 3,503,527 | 900,352 | 670,629 | |
Weighted Average Exercise Price, Beginning balance | $ 10.50 | $ 18.79 | $ 16.96 | ||
Weighted Average Exercise Price, Granted | 3.85 | $ 10.50 | 22.50 | ||
Weighted Average Exercise Price Per Stock Option, Cancelled | 18.84 | ||||
Weighted Average Exercise Price, Forfeited | 10.50 | 10.50 | $ 18.31 | 17.08 | |
Weighted Average Exercise Price, Ending balance | $ 8.80 | $ 10.50 | $ 18.79 | $ 16.96 | |
Weighted-Average Remaining Contractual Life, Granted | 3 years 2 months 19 days | 3 years 2 months 19 days | |||
Weighted-Average Remaining Contractual Life | 2 years 10 months 24 days | 3 years 2 months 19 days | 2 years 11 months 26 days | 2 years 11 months 23 days | |
Average Intrinsic Value | $ 2,201,700 | $ 1,706,900 |
Stock Incentive Plan - Summar_2
Stock Incentive Plan - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock Option, Beginning Balance | 1,902,068 | |
Granted | 584,434 | 1,902,068 |
Stock Option, Ending Balance | 1,161,133 | 1,902,068 |
Weighted Average Grant Date Fair Value, Granted | $ 3.29 | $ 8.14 |
Weighted Average Grant Date Fair Value, Ending Balance | $ 5.62 | $ 8.14 |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities and Litigation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Loss Contingencies [Line Items] | |||||||
Purchases under contract | $ 17.9 | $ 47.9 | $ 9.2 | $ 30.4 | $ 41.7 | $ 35.5 | $ 48 |
Misuse Of Non-Compete Agreement And Failed Earnout Payment | |||||||
Loss Contingencies [Line Items] | |||||||
Allegation for potential damages | $ 3 |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities and Litigation - Schedule of Purchase Commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Commitments and Contingencies Disclosure [Abstract] | |||
Remaining 2023 | $ 0 | $ 31,236 | $ 42,469 |
2024 | 12,360 | 16,592 | 17,572 |
2025 | 7,466 | 10,803 | 10,061 |
2026 | 3,619 | 835 | |
2027 | 195 | 859 | |
2028 | 105 | ||
Purchase Obligation | $ 23,745 | $ 58,631 | $ 72,327 |
Related Party Transactions an_3
Related Party Transactions and Commitments - Schedule of Components of The Related Party Receivables and Related Party Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
ASSETS | |||||||
Accounts receivable | $ 0 | $ 325 | |||||
Notes receivable and accrued interest | 0 | 756 | |||||
Total related party receivables | 0 | 1,081 | |||||
Liabilities: | |||||||
Accounts payable and accrued liabilities | 0 | 1,674 | |||||
Accrued interest | 0 | 541 | |||||
Convertible notes | 0 | 10,000 | |||||
Total related party liabilities | 0 | 12,215 | |||||
Net revenue | $ 69,478 | $ 78,933 | $ 224,700 | $ 218,231 | $ 293,770 | 220,742 | 189,919 |
Warehousing and Fulfillment Services | |||||||
Liabilities: | |||||||
Net revenue | 0 | 815 | 1,200 | ||||
Storage and Bottling of Alcoholic Beverages | |||||||
Liabilities: | |||||||
Net revenue | 0 | 65 | 649 | ||||
Management Fee | |||||||
Liabilities: | |||||||
Net revenue | 0 | 407 | |||||
Marketing and Distribution | |||||||
Liabilities: | |||||||
Net revenue | 0 | 1,722 | |||||
Sales and Marketing Fees | |||||||
Liabilities: | |||||||
Net revenue | 1,722 | 0 | |||||
Concourse Warehouse Lease | |||||||
Expenses | |||||||
Expenses | 0 | 344 | 1,393 | ||||
Swanson Lease | |||||||
Expenses | |||||||
Expenses | 0 | 605 | 703 | ||||
ZR Waverly Lease | |||||||
Expenses | |||||||
Expenses | $ 0 | 77 | 156 | ||||
Bottling Costs | |||||||
Expenses | |||||||
Expenses | $ 0 | $ 943 |
Related Party Transactions an_4
Related Party Transactions and Commitments - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Feb. 07, 2023 USD ($) shares | May 31, 2021 USD ($) | May 06, 2021 USD ($) | May 05, 2021 USD ($) | Mar. 09, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 31, 2019 USD ($) | Mar. 31, 2019 Property | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) a ft² | Jun. 30, 2021 USD ($) ft² a Property $ / shares | Jun. 30, 2020 USD ($) | Dec. 31, 2015 USD ($) | Dec. 31, 2018 USD ($) | Jan. 31, 2018 USD ($) | |
Related Party Transaction [Line Items] | ||||||||||||||||||
Purchased from related parties | $ 0 | $ 668,000 | ||||||||||||||||
Due to related parties | 0 | 25,000 | ||||||||||||||||
Amount collected on related party's | 0 | 1,600,000 | ||||||||||||||||
Accrued interest paid | $ 67,000 | |||||||||||||||||
Receivable with imputed interest, net amount | $ 5,547,000 | $ 5,547,000 | ||||||||||||||||
Restricted stock units | shares | 100,000 | |||||||||||||||||
Payments for consulting fees | 0 | 20,000 | ||||||||||||||||
Payments to Sonoma Brands Partners II, LLC | 231,500 | $ 168,700 | ||||||||||||||||
Revenue from related parties | 815,000 | 1,200,000 | ||||||||||||||||
Related party, management fees | $ 0 | 407,000 | 429,000 | |||||||||||||||
Related party transaction, amounts of transaction | 0 | 65,000 | 943,000 | |||||||||||||||
Payment to capital markets and mergers and acquisitions | 50,000 | $ 0 | 150,000 | 0 | 50,500 | 0 | ||||||||||||
Other expenses | 140,300 | 90,800 | 360,100 | 286,500 | 398,400 | 298,000 | 444,000 | |||||||||||
Payments related to sponsorship and marketing services | 87,000 | 87,000 | 261,000 | 279,000 | 341,900 | 360,000 | 380,000 | |||||||||||
Operating lease, payments | 39,200,000 | |||||||||||||||||
Operating leases, rent expense | 7,600,000 | 7,400,000 | 6,800,000 | |||||||||||||||
Purchases under contract | $ 17,900,000 | $ 47,900,000 | $ 9,200,000 | $ 30,400,000 | 41,700,000 | $ 35,500,000 | 48,000,000 | |||||||||||
Convertible Notes Payable | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Accrued interest paid | $ 900,000 | $ 300,000 | ||||||||||||||||
Convertible notes, related parties | $ 9,000,000 | |||||||||||||||||
Principal amount paid | 9,000,000 | $ 500,000 | ||||||||||||||||
Repayment terms | (i) thirty (30) days prior to maturity, (ii) thirty days following holders receipt of notice from us of our intent to prepay all or part of the outstanding balance or (iii) thirty days following any event of default or change in control. | |||||||||||||||||
Remaining aggregate principal amount | 1,000,000 | |||||||||||||||||
Remaining periodic principal amount paid | 500,000 | |||||||||||||||||
Remaining periodic accrued interest paid | 10,000 | |||||||||||||||||
Shares issued, price per share | $ / shares | $ 20.14 | |||||||||||||||||
Aggregate principal amount | $ 9,000,000 | |||||||||||||||||
Related Party Convertible Notes | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Convertible notes, related parties | $ 1,000,000 | |||||||||||||||||
Interest expense, Related party | $ 1,200,000 | $ 850,000 | ||||||||||||||||
Secured Promissory Note | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Convertible notes | $ 15,000,000 | |||||||||||||||||
Debt instrument, maturity period | Sep. 25, 2019 | |||||||||||||||||
Interest receivable | $ 204,000 | |||||||||||||||||
Accounts Payable, Interest-bearing, Interest rate | 10% | |||||||||||||||||
Prime Rate | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Accounts Payable, Interest-bearing, Interest rate | 4% | |||||||||||||||||
Prime Rate | Convertible Notes Payable | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Accounts Payable, Interest-bearing, Interest rate | 7.25% | 7.25% | ||||||||||||||||
Kunde | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Principal amount paid | 5,800,000 | $ 5,800,000 | ||||||||||||||||
Revenue from related parties | $ 0 | $ 1,700,000 | $ 0 | |||||||||||||||
Business acquisition date | Apr. 19, 2021 | |||||||||||||||||
Board of Directors Chairman | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Annual base salary | $ 250,000 | |||||||||||||||||
Interim Chief Executive Officer | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Annual base salary | $ 17,500 | |||||||||||||||||
Concourse Warehouse Lease | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Lessor, operating lease, term of contract | 5 years | 5 years | ||||||||||||||||
Annual rent increase percentage | 0.03% | 3% | ||||||||||||||||
Operating lease, payments | $ 103,000 | $ 103,000 | ||||||||||||||||
Operating leases, rent expense | $ 0 | $ 344,000 | 1,400,000 | |||||||||||||||
Swanson Lease | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Escalation provisions percentage | 3% | 3% | ||||||||||||||||
Operating lease, payments | $ 51,000 | $ 51,000 | ||||||||||||||||
Operating leases, rent expense | 605,000 | 703,000 | ||||||||||||||||
Payment to purchase leased property | $ 6,000,000 | $ 6,000,000 | ||||||||||||||||
Lease termination fees | $ 0 | |||||||||||||||||
Cash consideration received | $ 500,000 | |||||||||||||||||
ZR Waverly Lease | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Lease expiration | 2023-05 | 2023-05 | ||||||||||||||||
Operating lease, payments | $ 12,000 | $ 12,000 | ||||||||||||||||
Operating leases, rent expense | 65,000 | 156,000 | ||||||||||||||||
Payment to purchase leased property | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||||||||||
Laetitia Development Agreement | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Number of homesites | Property | 6 | 6 | ||||||||||||||||
Rights expiration date | Mar. 15, 2022 | Mar. 15, 2022 | ||||||||||||||||
Profit entitlement percentage | 25% | |||||||||||||||||
Firesteed put-call Agreement | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Area of land | a | 200 | 200 | ||||||||||||||||
Amount of Estimated Consideration | $ 6,100,000 | $ 6,100,000 | ||||||||||||||||
Lease Agreements for Non-cancelable Operating Leases | Minimum | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Lessor, operating lease, term of contract | 2 years | |||||||||||||||||
Lease expiration date | Dec. 31, 2021 | |||||||||||||||||
Lease Agreements for Non-cancelable Operating Leases | Minimum | Two Lease Renewal Periods | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Renewal terms | 5 years | |||||||||||||||||
Lease Agreements for Non-cancelable Operating Leases | Maximum | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Lessor, operating lease, term of contract | 15 years | |||||||||||||||||
Lease expiration | 2031-11 | |||||||||||||||||
Lease Agreements for Non-cancelable Operating Leases | Maximum | Two Lease Renewal Periods | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Renewal terms | 10 years | |||||||||||||||||
Lease Agreements for Non-cancelable Operating Leases | Maximum | Other Leases Renewal Periods | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Renewal terms | 5 years | |||||||||||||||||
Convertible Promissory Note | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Convertible notes, related parties | $ 9,000,000 | |||||||||||||||||
Receivables | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Revenue from related parties | $ 0 | |||||||||||||||||
Notes Receivable | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Receivable with imputed interest, net amount | $ 756,000 | |||||||||||||||||
Revenue from related parties | $ 325,000 | |||||||||||||||||
Notes Receivable | Executive Officer | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Receivable with imputed interest, Effective yield (interest rate) | 4% | |||||||||||||||||
Receivable with imputed interest, face amount | $ 670,000 | |||||||||||||||||
Office Building | Concourse Warehouse Lease | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Land subject to ground leases | ft² | 15,000 | 15,000 | ||||||||||||||||
Warehouse | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Revenue from related parties | $ 0 | $ 815,000 | ||||||||||||||||
Warehouse | Concourse Warehouse Lease | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Land subject to ground leases | ft² | 80,000 | 80,000 |
Related Party Transactions an_5
Related Party Transactions and Commitments - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Related Party Transaction [Line Items] | |||
Remaining fiscal 2023 | $ 1,326 | ||
2024 | 6,943 | ||
2025 | 6,538 | ||
2026 | 6,512 | ||
2027 | 6,158 | ||
2028 and thereafter | 12,122 | ||
Total lease payments | $ 39,599 | ||
Related Parties | |||
Related Party Transaction [Line Items] | |||
Remaining fiscal 2023 | $ 7,297 | $ 5,913 | |
2024 | 7,325 | 5,197 | |
2025 | 6,916 | 5,240 | |
2026 | 6,852 | 4,936 | |
2027 | 6,458 | 5,049 | |
2028 and thereafter | 13,481 | 17,046 | |
Total lease payments | $ 48,329 | $ 43,381 |
Related Party Transactions an_6
Related Party Transactions and Commitments - Schedule of Purchase Commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Related Party Transactions [Abstract] | |||
Remaining 2023 | $ 0 | $ 31,236 | $ 42,469 |
2024 | 12,360 | 16,592 | 17,572 |
2025 | 7,466 | 10,803 | 10,061 |
2026 | 3,619 | 835 | |
2027 | 195 | 859 | |
Thereafter | 531 | ||
Purchase obligation | $ 23,745 | $ 58,631 | $ 72,327 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Tax Credit Carryforward [Line Items] | ||||||
Federal income tax at the statutory rate | 21% | 21% | 21% | 21% | 21% | 21% |
Valuation allowance | $ 0 | $ (1,419,000) | ||||
Decrease in Valuation allowance | 1,400,000 | |||||
Deferred tax liabilities deferred expense capitalized inventory costs | $ 1,530,000 | 0 | 1,585,000 | |||
Unrecognized income tax benefit, Gross decreases | 2,000,000 | 0 | $ 0 | |||
Income tax benefit, accrued interest and penalty | $ 0 | $ 0 | ||||
California Tax Authority | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Tax credit carryforward, duration | begin to expire in the tax year of 2040 | begin to expire in the tax year of 2040 | begin to expire in the tax year of 2040 | |||
Operating loss carryforwards | $ 26,100,000 | $ 13,700,000 | $ 13,000,000 | |||
Other States | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Tax credit carryforward, duration | which will begin to expire in 2038 | begin to expire in 2038 | begin to expire in 2038 | |||
Research Tax Credit Carryforward | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Tax credit carryforward, duration | begin to expire in July 2038 | begin to expire in July 2038 | ||||
Research Tax Credit Carryforward | California Tax Authority | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Tax credit carryforward, amount | $ 1,900,000 | $ 3,000,000 | ||||
Previously Reported | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Unrecognized income tax benefit, Gross decreases | 1,800,000 | |||||
Domestic Tax Authority | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Operating loss carryforwards | 49,300,000 | 46,500,000 | $ 32,100,000 | |||
Inventory, LIFO reserve, effect on income, net | $ 13,200,000 | |||||
Deferred tax liabilities deferred expense capitalized inventory costs | 11,900,000 | |||||
Domestic Tax Authority | Research Tax Credit Carryforward | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Tax credit carryforward, amount | $ 3,500,000 | $ 3,500,000 |
Income Taxes - Schedule of inco
Income Taxes - Schedule of income from continuing operations before provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Contingency [Line Items] | |||
Income (loss) before provision for income taxes | $ 382 | $ 10,854 | $ (19,668) |
Previously Reported | |||
Income Tax Contingency [Line Items] | |||
Income (loss) before provision for income taxes | 10,846 | ||
United States | |||
Income Tax Contingency [Line Items] | |||
Income (loss) before provision for income taxes | $ 382 | 10,854 | $ (19,668) |
United States | Previously Reported | |||
Income Tax Contingency [Line Items] | |||
Income (loss) before provision for income taxes | $ 10,846 |
Income Taxes - Schedule of in_2
Income Taxes - Schedule of income tax provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Current tax expense (benefit) | |||||||
Federal | $ 0 | $ 0 | $ (99) | ||||
State | 80 | (85) | (150) | ||||
Total current expense (benefit) | 80 | (85) | (249) | ||||
Deferred tax expense (benefit) | |||||||
Federal | 755 | 475 | (8,143) | ||||
State | 226 | 376 | (1,565) | ||||
Total deferred tax expense (benefit) | $ (24,281) | $ 888 | 981 | 851 | (9,708) | ||
Total provision for income taxes | $ 1,673 | $ (958) | $ 24,231 | $ (5,412) | $ (1,061) | $ (766) | $ 9,957 |
Income Taxes - Schedule of effe
Income Taxes - Schedule of effective income tax expense reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||||||
Income taxes at statutory rate | $ 81 | $ 2,282 | $ (4,130) | ||||
State taxes | 289 | 306 | (1,404) | ||||
Transaction costs | 0 | 494 | 0 | ||||
Stock-based compensation | 464 | (628) | 0 | ||||
PPP loan forgiveness | 0 | (1,387) | 0 | ||||
Federal research and development tax credit | 0 | (343) | (864) | ||||
Valuation allowance | 0 | (1,419) | |||||
Property, plant, and equipment and other adjustments | 0 | (2,247) | |||||
Other, net | 227 | 42 | 107 | ||||
Total provision for income taxes | $ 1,673 | $ (958) | $ 24,231 | $ (5,412) | $ (1,061) | $ (766) | $ 9,957 |
Percentage of income taxes at statutory rate | 21% | 21% | 21% | 21% | 21% | 21% | |
Percentage of state taxes | 75.50% | 2.80% | |||||
Percentage of transaction costs | 0% | 4.60% | |||||
Percentage of stock-based compensation | 121.10% | (5.80%) | |||||
Percentage of PPP loan forgiveness | 0% | (12.80%) | |||||
Percentage of federal research and development tax credit | (0.00%) | (3.20%) | |||||
Percentage of other, net | 59.10% | 39% | |||||
Percentage of total provision for income taxes | 276.70% | 45.60% |
Income Taxes - Schedule of defe
Income Taxes - Schedule of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Deferred tax assets | |||
Accruals | $ 871 | $ 376 | $ 274 |
Captive | 559 | 0 | |
Operating loss carryforwards | 12,251 | 10,809 | 7,711 |
Inventories | 1,673 | 1,761 | 0 |
Investments | 0 | 3,464 | 5,055 |
Interest | 1,933 | 0 | 317 |
Stock compensation | 1,289 | 0 | |
Research and development tax credit carry forwards, net of uncertain tax position | 3,793 | 4,104 | 3,520 |
Other | 747 | 619 | 970 |
Deferred tax assets | 23,116 | 21,133 | 17,847 |
Deferred tax liabilities | |||
Property, plant, and equipment | (29,126) | (26,501) | (16,468) |
Prepaid expenses | (626) | (1,266) | (244) |
Intangible assets | (17,537) | (9,173) | (5,237) |
Investments | (2,830) | 0 | |
Inventories | (1,530) | 0 | (1,585) |
Change in accounting method | (1,446) | (945) | 0 |
Deferred tax liabilities | (53,095) | (37,885) | (23,534) |
Valuation allowance | 0 | 0 | 0 |
Deferred tax liability, net | $ (29,979) | $ (16,752) | $ (5,687) |
Income Taxes - Schedule of unre
Income Taxes - Schedule of unrecognized tax benefits liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Beginning Balance | $ 1,834 | $ 1,834 | $ 1,784 | $ 1,013 |
Tax position taken in prior period: | ||||
Gross increases | 143 | 0 | 0 | |
Gross decreases | (200) | (200) | 0 | |
Tax position taken in current period: | ||||
Gross increases | $ 250 | 250 | 771 | |
Gross decreases | (2,000) | 0 | 0 | |
Lapse of statute of limitations | 0 | 0 | ||
Settlements | 0 | 0 | ||
Ending Balance | $ 1,977 | $ 1,834 | $ 1,784 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Retirement Benefits [Abstract] | |||
Matching contribution | $ 1,400 | $ 965 | $ 0 |
Segments - Additional Informati
Segments - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | |||||
Depreciation expense recognized for assets | $ 11,409,000 | $ 14,095,000 | |||
Wholesale | |||||
Segment Reporting Information [Line Items] | |||||
Depletion | $ 1,400,000 | $ 1,700,000 | |||
Accounts Payable and Accrued Liabilities | $ 347,900 | 216,000 | |||
Direct to Consumer | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation expense recognized for assets | $ 1,500,000 | $ 1,300,000 |
Segments - Summary of Revenue b
Segments - Summary of Revenue by Segment and Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | |||||||
Net revenue | $ 69,478 | $ 78,933 | $ 224,700 | $ 218,231 | $ 293,770 | $ 220,742 | $ 189,919 |
Income (loss) from operations | (3,799) | 884 | (157,081) | 19,748 | (7,922) | 9,180 | 7,738 |
Wholesale | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenue | 20,811 | 24,549 | 67,260 | 62,923 | 84,534 | 72,908 | 75,435 |
Income (loss) from operations | (1,637) | 3,270 | (129,331) | 12,654 | 5,507 | 15,044 | 14,777 |
Direct to Consumer | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenue | 17,174 | 19,595 | 63,101 | 69,316 | 92,416 | 66,605 | 55,639 |
Income (loss) from operations | (2,929) | 916 | 43 | 14,834 | 15,047 | 11,437 | 7,149 |
Business to Business | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenue | 31,490 | 33,657 | 94,385 | 83,349 | 113,934 | 77,440 | 54,056 |
Income (loss) from operations | 5,562 | 10,457 | 16,445 | 26,274 | 16,920 | 17,944 | 14,783 |
Corporate and Other | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenue | 3 | 1,132 | (46) | 2,643 | 2,886 | 3,789 | 4,789 |
Income (loss) from operations | $ (4,795) | $ (13,759) | $ (44,238) | $ (34,014) | $ (45,396) | $ (35,245) | $ (28,971) |
Segments - Summary of Depreciat
Segments - Summary of Depreciation Expense Recognized by Operating Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||||
Depreciation | $ 1,052 | $ 200 | $ 2,362 | $ 500 | $ 4,108 | $ 1,500 |
Wholesale | ||||||
Segment Reporting Information [Line Items] | ||||||
Depreciation | 7 | 0 | 20 | 0 | 130 | 0 |
Direct to Consumer | ||||||
Segment Reporting Information [Line Items] | ||||||
Depreciation | 286 | 200 | 876 | 500 | 1,121 | 1,500 |
Business to Business | ||||||
Segment Reporting Information [Line Items] | ||||||
Depreciation | 245 | 0 | 0 | 0 | 1,328 | 0 |
Corporate and Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Depreciation | $ 514 | $ 0 | $ 1,466 | $ 0 | $ 1,529 | $ 0 |
Segments - Summary of Amortizat
Segments - Summary of Amortization Expense Recognized by Operating Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||||
Amortization expense | $ 1,813 | $ 2,083 | $ 5,429 | $ 3,938 | $ 5,948 | $ 100 |
Wholesale | ||||||
Segment Reporting Information [Line Items] | ||||||
Amortization expense | 636 | 620 | 1,868 | 1,038 | 1,657 | 0 |
Direct to Consumer | ||||||
Segment Reporting Information [Line Items] | ||||||
Amortization expense | 798 | 1,400 | 2,407 | 2,832 | 3,579 | 100 |
Business to Business | ||||||
Segment Reporting Information [Line Items] | ||||||
Amortization expense | 379 | 63 | 1,141 | 68 | 712 | 0 |
Corporate and Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Amortization expense | $ 0 | $ 0 | $ 13 | $ 0 | $ 0 | $ 0 |
Net (Loss) Income Per Share - C
Net (Loss) Income Per Share - Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net (loss) income | $ (10,174) | $ 2,707 | $ (141,433) | $ 14,038 | $ (679) | $ 10,088 | $ (9,700) |
Less: Series B dividends and accretion | 0 | 5,785 | 4,978 | ||||
Less: income (loss) allocable to noncontrolling interest | (14) | (73) | (1,403) | (138) | 108 | (218) | |
Net income allocable to common shareholders | (10,160) | 2,780 | (140,030) | 14,176 | (571) | 4,085 | (14,719) |
Numerator- Basic EPS | |||||||
Less: net income allocated to participating securities (Series B) | 0 | (613) | |||||
Net income allocated to common shareholders | (10,160) | 2,780 | (140,030) | 14,176 | (571) | 3,472 | (14,719) |
Numerator- Diluted EPS | |||||||
Add: net income attributable to convertible debt | 0 | 175 | |||||
Reallocation of Income (loss) under the two-class Method | 0 | (165) | |||||
Net income allocated to common shareholders | $ (10,160) | $ 2,780 | $ (140,030) | $ 14,176 | $ (571) | $ 3,482 | $ (14,719) |
Weighted average common shares - Basic | 59,289,659 | 61,410,403 | 59,014,915 | 60,773,258 | 60,673,789 | 24,696,828 | 21,920,583 |
Weighted Average Number of Shares Outstanding, Diluted, Total | 59,289,659 | 61,410,403 | 59,014,915 | 60,773,258 | 60,673,789 | 25,179,502 | 21,920,583 |
Basic | $ (0.17) | $ 0.05 | $ (2.37) | $ 0.23 | $ (0.01) | $ 0.14 | $ (0.67) |
Diluted | $ (0.17) | $ 0.05 | $ (2.37) | $ 0.23 | $ (0.01) | $ 0.14 | $ (0.67) |
Previously Reported | |||||||
Less: income (loss) allocable to noncontrolling interest | $ (218) | $ (41) | |||||
Warrants | |||||||
Numerator- Diluted EPS | |||||||
Effect of dilutive securities | 78,106 | ||||||
Convertible Debt | |||||||
Numerator- Diluted EPS | |||||||
Effect of dilutive securities | 0 | 78,106 | |||||
Stock Options | |||||||
Numerator- Diluted EPS | |||||||
Effect of dilutive securities | 0 | 404,567 |
Net (Loss) Income Per Share - A
Net (Loss) Income Per Share - Additional Information (Details) | 12 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Share exchange ratio | 2.857% |
Net (Loss) Income Per Share -_2
Net (Loss) Income Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||
Antidilutive securities | 28,674,114 | 28,650,051 | 28,674,114 | 28,650,051 | 29,321,774 | 0 | 3,921,931 |
Warrants | |||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||
Antidilutive securities | 25,646,453 | 26,000,000 | 25,646,453 | 26,000,000 | 25,818,247 | 0 | |
Options | |||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||
Antidilutive securities | 3,027,661 | 2,650,051 | 3,027,661 | 2,650,051 | 3,503,527 | 0 | 2,572,385 |
Notes payable | |||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||
Antidilutive securities | 0 | 1,349,546 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||
Feb. 14, 2022 | Nov. 16, 2021 | Oct. 04, 2021 | Sep. 09, 2021 | Jun. 30, 2022 | Mar. 31, 2023 | Apr. 30, 2021 | |
Subsequent Event [Line Items] | |||||||
Purchase consideration | $ 0.4 | $ 47.4 | $ 17 | ||||
Cash payment to acquire buiness | 14 | ||||||
Consulting fees | 0.2 | ||||||
Aggregate Consulting Fees | 0.6 | ||||||
Earnout payable | $ 2.4 | ||||||
Subsequent Event, Description | On October 4, 2021, the Company acquired 100% of the members interest in Vinesse, LLC, a California limited liability company. Vinesse, LLC ("Vinesse") is a direct to consumer platform company that specializes in wine clubs with over 60,000 members. | ||||||
Loan And Security Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Cash collateral for borrowed securities | $ 4.8 | $ 4.8 | |||||
Previously Reported [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Earnout payable | $ 2.5 | ||||||
Vinesse, LLC | |||||||
Subsequent Event [Line Items] | |||||||
Subsidiaries holding percentage | 100% | ||||||
Captive | |||||||
Subsequent Event [Line Items] | |||||||
Secured Insurance Claims Limit | $ 10 | $ 10 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Purchase consideration | $ 17.1 |