Restatement, Reclassification and Revision of Previously Issued Condensed Consolidated Financial Statements | 2. Restatement, Reclassification and Revision of Previously Issued Condensed Consolidated Financial Statements The Company has restated its unaudited condensed consolidated financial statements as of and for the three months ended September 30, 2022. An error was discovered during the process of closing the fiscal year ended June 30, 2023 and in conjunction with the year-end audit. The error was related to the treatment of a deferred gain as part of the implementation of ASC 842, Leases ("ASC 842"). In light of the restatement, the Company is also correcting and/or reclassifying certain immaterial out-of-period items and other adjustments in all periods presented, which include but are not limited to those related to the determination of the service period used in the recognition of stock-based compensation expense and classification of assets as part of the historical purchase price allocations for certain business combinations. Certain prior year amounts have been reclassified for consistency with the current year presentation. In addition, our beginning retained earnings decreased by $ 0.7 million, net of a tax benefit of $ 0.3 million, as a consequence of the impact of those identified immaterial errors to periods prior to July 1, 2021. Regarding our previously reported unaudited condensed consolidated balance sheet as of September 30, 2022, the following table presents the adjustment of $ 10.7 million deferred gain arising from a prior-year sale leaseback transaction that should have been recognized as a cumulative-effect adjustment to retained earnings as part of the implementation of ASC 842 , offset by previously recognized amortization for the quarter ended September 30, 2022 of $ 0.3 million. In addition, the Company is adjusting for certain immaterial out-of-period items, reclassifications and other adjustments including but not limited to: (i) $ 1.3 million reclassification between cash and cash equivalents and accounts payable for classification of outstanding checks; (ii) $ 1.0 million adjustment to inventories due to incorrect inventory turns used to calculate overhead absorption on custom production; (iii) $ 2.9 million adjustment to property, plant and equipment, net due to overstatement of depreciation expense arising from the incorrect classification of assets as part of historical purchase price allocations; (iv) $ 1.3 million adjustment to intangible assets, net due to impairment recognized in 2022; (v) $ 2.3 million adjustment to deferred tax liability due to tax impact of adjustments; (vi) $ 3.0 million adjustment to additional paid-in capital due to overstatement of stock-based compensation expense arising from an incorrect service period used in expense recognition; and (vii) $ 11.8 million adjustment to retained earnings related to the $ 7.8 million reclass, net of taxes of $ 2.9 million, from deferred gain noted above, $ 1.8 million current period change in net income as well as prior year increase in accumulated deficit of $ 0.7 million, net of a tax benefit of $ 0.3 million, primarily due to a non-recurring adjustment for historical acquisitions of $ 1.6 million, offset by $ 0.9 million for adjustment to property, plant and equipment, net due to overstatement of depreciation expense. CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) September 30, 2022 (in thousands) As Previously Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 44,622 $ 1,298 $ 45,920 Inventories 200,759 ( 1,087 ) 199,672 Assets held for sale 6,553 6,668 13,221 Total current assets 309,536 6,879 316,415 Property, plant, and equipment, net 228,204 ( 3,738 ) 224,466 Intangible assets, net 62,672 ( 1,281 ) 61,391 Total assets $ 809,303 $ 1,860 $ 811,163 Liabilities, redeemable noncontrolling interest, and stockholders' equity Current liabilities: Accounts payable $ 20,352 $ 1,298 $ 21,650 Accrued liabilities and other payables 28,279 432 28,711 Total current liabilities 208,895 1,730 210,625 Deferred tax liability 29,952 4,584 34,536 Deferred gain 10,332 ( 10,332 ) - Total liabilities 453,137 ( 4,018 ) 449,119 Stockholders' equity: Additional paid-in capital 382,376 ( 3,009 ) 379,367 Accumulated deficit (retained earnings) ( 864 ) 9,056 8,192 Total Vintage Wine Estates, Inc. stockholders' equity 355,478 6,047 361,525 Noncontrolling interests ( 594 ) ( 169 ) ( 763 ) Total stockholders' equity 354,884 5,878 360,762 Total liabilities, redeemable noncontrolling interest, and stockholders' equity $ 809,303 $ 1,860 $ 811,163 Regarding the previously reported unaudited condensed consolidated statement of operations for the three months ended September 30, 2022, the following table presents the impact of the restatement of $ 0.3 million amortization, adjusted through gain on sale leaseback, of a deferred gain of $ 10.7 million arising from a prior-year sale leaseback transaction that should have been recognized as a cumulative-effect adjustment to equity as part of the implementation of ASC 842 . In addition, the Company is adjusting for certain immaterial out-of-period items, reclassifications and other adjustments including but not limited to: (i) $ 1.2 million adjustment to cost of revenue due to out-of-period items related primarily to a non-recurring adjustment related to insurance due to the formation of VWE Captive, LLC; (ii) $ 1.6 million adjustment to selling, general and administrative expense due to a non-recurring adjustment for historical acquisitions; and (iii) $ 1.2 million adjustment to selling, general and administrative expense due to an overstatement of stock-based compensation expense arising from an incorrect service period used in expense recognition. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) Three Months Ended September 30, 2022 (in thousands, except share and per share amounts) As Previously Reported Adjustments As Restated Net revenue Wine, spirits and cider $ 51,419 $ 851 $ 52,270 Total net revenue 77,229 851 78,080 Cost of revenue Wine, spirits and cider 34,631 ( 1,610 ) 33,021 Nonwine 14,938 591 15,529 Total cost of revenue 49,569 ( 1,019 ) 48,550 Gross profit 27,660 1,870 29,530 Selling, general, and administrative expenses 33,707 ( 2,258 ) 31,449 Loss on remeasurement of contingent liability 826 ( 641 ) 185 Gain on sale leaseback ( 334 ) 334 - Gain on sale of property, plant, and equipment ( 118 ) 118 - Loss from operations ( 7,702 ) 4,317 ( 3,385 ) (Loss) income before provision for income taxes ( 1,485 ) 4,317 2,832 Income tax provision ( 849 ) 2,323 1,474 Net (loss) income ( 636 ) 1,994 1,358 Net loss attributable to the noncontrolling interests ( 343 ) 169 ( 174 ) Net (loss) income attributable to Vintage Wine Estates, Inc. ( 293 ) 1,825 1,532 Net (loss) income allocable to common stockholders $ ( 293 ) $ 1,825 $ 1,532 Net earnings (loss) per share allocable to common stockholders Basic $ ( 0.00 ) $ 0.03 $ 0.03 Diluted $ ( 0.00 ) $ 0.03 $ 0.03 The following table presents the impact of the adjustments and reclassifications discussed above on the unaudited condensed consolidated cash flow statement for the three months ending September 30, 2022: CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended September 30, 2022 (in thousands) As Previously Reported Adjustments As Restated Cash flows from operating activities Net (loss) income $ ( 636 ) $ 1,994 $ 1,358 Adjustments to reconcile net (loss) income to net cash from operating activities: Depreciation 3,215 781 3,996 Amortization expense 1,978 ( 98 ) 1,880 Amortization of deferred loan fees and line of credit fees - 98 98 Remeasurement of contingent consideration liabilities 826 ( 641 ) 185 Stock-based compensation expense 4,651 ( 1,211 ) 3,440 Provision for doubtful accounts ( 280 ) 272 ( 8 ) (Benefit) provision for deferred income tax ( 27 ) 2,323 2,296 Gain on disposition of assets ( 118 ) 118 - Deferred gain on sale leaseback ( 334 ) 334 - Deferred rent ( 2,079 ) 2,079 - Change in operating assets and liabilities (net of effect of business combinations): Accounts receivable 48 ( 595 ) ( 547 ) Inventories ( 6,957 ) 4 ( 6,953 ) Prepaid expenses and other current assets 3,916 ( 1,528 ) 2,388 Accounts payable 2,363 ( 260 ) 2,103 Accrued liabilities and other payables 5,293 ( 1,591 ) 3,702 Net change in lease assets and liabilities 1,288 ( 2,079 ) ( 791 ) Net cash provided by operating activities 1,988 - 1,988 Cash flows from financing activities Outstanding checks in excess of cash 4,042 2,032 6,074 Net cash used in financing activities ( 4,204 ) 2,032 ( 2,172 ) Net change in cash, cash equivalents and restricted cash ( 5,670 ) 2,032 ( 3,638 ) Cash, cash equivalents and restricted cash, beginning of period 50,292 ( 734 ) 49,558 Cash, cash equivalents and restricted cash, end of period $ 44,622 $ 1,298 $ 45,920 Supplemental cash flow information Noncash investing and financing activities: Increase in finance lease assets and liabilities upon adoption of ASC 842 $ 759 $ ( 692 ) $ 67 Reclassifications and Revisions Subsequent to the issuance of the Company's financial statements as of the year ended June 30, 2022, the Company discovered an error in its classification of purchase price for specific properties, which resulted in the Company overstating depreciable assets and the related depreciation expense for post-acquisition periods. Management has evaluated this misstatement, which understated property, plant and equipment, net and overstated inventories and the related cost of revenue, and concluded it was not material to prior periods, individually or in the aggregate. However, correcting the cumulative effect of the error in the current period would have had a material effect on the results of operations for such period. Therefore, the Company is revising the relevant prior period consolidated financial statements and related footnotes for this error and other immaterial out-of-period items for comparative purposes. The Company will also correct previously reported financial information for such immaterial errors in future filings, as applicable. Additionally, comparative prior period amounts in the applicable notes to the unaudited condensed consolidated financial statements have been revised, certain prior year amounts have been reclassified for consistency with the current year presentation, and our beginning retained earnings decreased $ 0.7 million, net of a tax benefit of $ 0.3 million, as a consequence of the impact of those identified immaterial errors to periods prior to July 1, 2021. Regarding our previously reported consolidated balance sheet as of June 30, 2022, the following table presents the impact of certain immaterial out-of-period items, reclassifications and other adjustments including but not limited to: (i) $ 1.8 million reclassification from restricted cash to cash and cash equivalents as well as $ 0.7 million reclassification for outstanding checks between cash and cash equivalents and accounts payable; (ii) $ 1.9 million non-recurring adjustment to prepaid expenses and other current assets related to the formation of VWE Captive, LLC; (iii) $ 2.6 million adjustment to property, plant and equipment, net due to an overstatement of depreciation expense arising from the incorrect classification of assets as part of historical purchase price allocations; (iv) $ 1.5 million reclassification between property, plant and equipment and inventories related to specific spirits barrels; (v) $ 1.3 million adjustment to intangible assets, net due to impairment; (vi) $ 2.1 million non-recurring adjustment to accrued liabilities and other payables for historical acquisitions; (vii) $ 1.8 million adjustment to additional paid-in capital and retained earnings due to overstatement of stock-based compensation expense arising from an incorrect service period used in expense recognition; and (viii) $ 0.7 million adjustment to accumulated deficit due to a prior year retained earnings decrease of $ 0.7 million, net of tax benefit of $ 0.3 million, primarily due to a non-recurring adjustment for historical acquisitions of $ 1.6 million, offset by $ 0.9 million for adjustment to property, plant and equipment, net due to overstatement of depreciation expense. CONSOLIDATED BALANCE SHEET June 30, 2022 (in thousands) As Previously Reported Adjustments As Revised Assets Current assets: Cash and cash equivalents $ 43,692 $ 1,066 $ 44,758 Restricted cash 6,600 ( 1,800 ) 4,800 Accounts receivable, net 38,192 ( 323 ) 37,869 Inventories 192,102 820 192,922 Prepaid expenses and other current assets 13,394 ( 1,530 ) 11,864 Total current assets 300,723 ( 1,767 ) 298,956 Property, plant, and equipment, net 236,100 2,619 238,719 Intangible assets, net 64,377 ( 1,280 ) 63,097 Total assets $ 765,895 $ ( 428 ) $ 765,467 Liabilities, redeemable noncontrolling interest, and stockholders' equity Current liabilities: Accounts payable $ 13,947 $ ( 474 ) $ 13,473 Accrued liabilities and other payables 24,204 2,793 26,997 Total current liabilities 197,275 2,319 199,594 Other long-term liabilities 6,491 564 7,055 Deferred tax liability 29,979 ( 654 ) 29,325 Total liabilities 413,506 2,229 415,735 Redeemable noncontrolling interest 1,663 ( 169 ) 1,494 Stockholders' equity: Additional paid-in capital 377,897 ( 1,798 ) 376,099 Accumulated deficit ( 571 ) ( 521 ) ( 1,092 ) Total Vintage Wine Estates, Inc. stockholders' equity 351,292 ( 2,319 ) 348,973 Noncontrolling interests ( 566 ) ( 169 ) ( 735 ) Total stockholders' equity 350,726 ( 2,488 ) 348,238 Total liabilities, redeemable noncontrolling interest, and stockholders' equity $ 765,895 $ ( 428 ) $ 765,467 The following table presents the impact of certain immaterial out-of-period items, reclassifications and other adjustments to our previously reported unaudited condensed consolidated statement of operations for the three months ending September 30, 2021 including but not limited to a $ 3.1 million adjustment to cost of revenue: wine, spirits and cider due to an understatement of costs resulting from incorrect overhead absorption. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) Three Months Ended September 30, 2021 (in thousands, except share and per share amounts) As Previously Reported Adjustments As Revised Net revenue Wine, spirits and cider $ 36,287 $ 348 $ 36,635 Total net revenue 55,687 348 56,035 Cost of revenue Wine, spirits and cider 20,588 3,132 23,720 Total cost of revenue 32,250 3,132 35,382 Gross profit 23,437 ( 2,784 ) 20,653 Selling, general, and administrative expenses 16,983 ( 5 ) 16,978 Amortization expense 651 - 651 Loss on remeasurement of contingent liability - 155 155 (Loss) from operations 6,143 ( 2,934 ) 3,209 Other income (expense) Net unrealized gain on interest rate swap agreements 1,393 179 1,572 Total other income, net ( 2,171 ) 179 ( 1,992 ) Income before provision for income taxes 3,972 ( 2,755 ) 1,217 Income tax provision 1,193 ( 744 ) 449 Net income 2,779 ( 2,011 ) 768 Net income attributable to Vintage Wine Estates, Inc. 2,754 ( 1,961 ) 793 Net income allocable to common stockholders $ 2,754 $ ( 1,961 ) $ 793 Net earnings per share allocable to common stockholders Basic $ 0.05 $ ( 0.04 ) $ 0.01 Diluted $ 0.05 $ ( 0.04 ) $ 0.01 The following table presents the impact of the adjustments and reclassifications discussed above on the unaudited condensed consolidated cash flow statement for the three months ending September 30, 2021: CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended September 30, 2021 (in thousands) As Previously Reported Adjustments As Revised Cash flows from operating activities Net income $ 2,779 ( 2,011 ) $ 768 Adjustments to reconcile net income to net cash from operating activities: Depreciation 3,503 ( 2,001 ) 1,502 Amortization expense 750 ( 99 ) 651 Amortization of deferred loan fees and line of credit fees - 99 99 Remeasurement of contingent consideration liabilities - 155 155 Net unrealized gain on interest rate swap agreements ( 1,393 ) ( 179 ) ( 1,572 ) (Benefit) provision for deferred income tax - ( 1,059 ) ( 1,059 ) Change in operating assets and liabilities (net of effect of business combinations): Inventories ( 4,671 ) 4,227 ( 444 ) Accrued liabilities and other payables 1,356 1,704 3,060 Other - ( 836 ) ( 836 ) Net cash provided by operating activities ( 2,020 ) - ( 2,020 ) |