Vintage Wine Estates (VWESQ) 10-Q/A 13 Oct 23 2023 Q2 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Dec. 31, 2022	Oct. 04, 2023
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Amendment Flag	true
Amendment Description	Vintage Wine Estates, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A for the quarter ended December 31, 2022 (this “Form 10-Q/A”).This Form 10-Q/A amends the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the Securities and Exchange Commission (“SEC”) on May 10, 2023 (the “Original Filing”). This Form 10-Q/A is being filed to restate the Company’s unaudited condensed consolidated financial statements for the three and six months ended December 31, 2022. The restatement reflects the correction of an error related to the classification of assets as part of the historical purchase price allocations for certain business combinations, which impacted the loss on a partial disposition of Laetitia Vineyard and Wineries land and related vineyards that occurred during the three months ended December 31, 2022, and the treatment of a deferred gain as part of the implementation of ASC 842, Leases. These adjustments were evaluated by management in accordance with SEC Staff Accounting Bulletin Topic 1M, "Materiality," and SEC Staff Accounting Bulletin Topic 1N, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements," and management determined the effects of the restatement to be material. 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. See Note 2 to the unaudited condensed consolidated financial statements included in this Form 10-Q/A for further information regarding the restatement and reclassifications.
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Registrant Name	VINTAGE WINE ESTATES, INC.
Entity Central Index Key	0001834045
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--06-30
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		59,565,790
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	87-1005902
Entity Address Address Line One	937 Tahoe Boulevard
Entity File Number	001-40016
Entity Address Address Line Two	Suite 210
Entity Address City Or Town	Incline Village
Entity Address State Or Province	NV
Entity Address Postal Zip Code	89451
City Area Code	877
Local Phone Number	289-9463
Document Transition Report	false
Class A common stock
Document Information [Line Items]
Security12b Title	Common stock, no par value per share
Trading Symbol	VWE
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Security12b Title	Warrants to purchase common stock
Trading Symbol	VWEWW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Current assets:
Cash and cash equivalents	$ 41,693	$ 44,758
Restricted cash	0	4,800
Accounts receivable, net	36,024	37,869
Other receivables	800	3,866
Inventories	197,059	192,922
Assets held for sale	5,593	0
Current interest rate swap asset	7,241	2,877
Prepaid expenses and other current assets	24,053	11,864
Total current assets	312,463	298,956
Property, plant, and equipment, net	220,419	238,719
Operating lease right-of-use assets	34,878	0
Finance lease right-of-use-assets	620	0
Goodwill	29,666	154,951
Intangible assets, net	47,042	63,097
Interest rate swap asset	10,182	6,280
Other assets	5,072	3,464
Total assets	660,342	765,467
Current liabilities
Line of credit	120,008	144,215
Accounts payable	25,007	13,473
Accrued liabilities and other payables	27,002	26,997
Current operating lease liabilities	6,429	0
Current finance lease liabilities	263	0
Current maturities of long-term debt	16,480	14,909
Total current liabilities	195,189	199,594
Other long-term liabilities	2,965	7,055
Long-term debt, less current maturities	187,702	169,095
Long-term operating lease liabilities	29,960	0
Long-term finance lease liabilities	363	0
Deferred tax liability	10,027	29,325
Deferred gain	0	10,666
Total liabilities	426,206	415,735
Commitments and contingencies (Note 14)
Redeemable noncontrolling interest	259	1,494
Stockholders' equity
Preferred stock, no par value, 2,000,000 shares authorized, and none issued and outstanding at December 31, 2022 and June 30, 2022.	0	0
Common stock, no par value, 200,000,000 shares authorized, 62,161,553 issued and 59,289,659 outstanding at December 31, 2022 and 61,691,054 issued and 58,819,160 outstanding at June 30, 2022.	0	0
Additional paid-in capital	381,641	376,099
Treasury stock, at cost: 2,871,894 shares held at September 30, 2022 and June 30, 2022, respectively.	(26,034)	(26,034)
Accumulated Deficit	(120,943)	(1,092)
Total Vintage Wine Estates, Inc. stockholders' equity	234,664	348,973
Noncontrolling interests	(787)	(735)
Total stockholders' equity	233,877	348,238
Total liabilities, redeemable noncontrolling interest, and stockholders' equity	$ 660,342	$ 765,467

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Dec. 31, 2022	Jun. 30, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value | $ / shares	$ 0	$ 0
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value | $ / shares	$ 0	$ 0
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	62,161,553	61,691,054
Common stock, shares outstanding	59,289,659	58,819,160
Repurchases of common stock	2,871,894	2,871,894

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Net revenue
Net revenue	$ 78,401	$ 83,611	$ 156,481	$ 139,646
Cost of revenue
Cost of revenue	52,655	48,656	101,205	84,038
Gross profit	25,746	34,955	55,276	55,608
Selling, general, and administrative expenses	32,139	24,545	63,588	41,523
Amortization expense	1,805	1,204	3,616	1,855
Goodwill impairment losses	125,285	0	125,285	0
Intangible assets impairment losses	12,643	0	12,643	0
Gain on remeasurement of contingent liability	(3,474)	0	(3,289)	155
Gain on litigation proceeds	0	0	(530)	0
Gain on sale leaseback	0	(333)	0	(667)
Loss on sale of property, plant, and equipment	4,430	82	4,430	76
Loss from operations	(147,082)	9,457	(150,467)	12,666
Other income (expense)
Interest expense	(5,650)	(3,493)	(9,031)	(7,096)
Net unrealized (loss) gain on interest rate swap agreements	(839)	3,347	8,488	4,919
Loss on extingushment of debt	(479)	0	(479)	0
Other, net	216	(51)	487	(12)
Total other income (expense), net	(6,752)	(197)	(535)	(2,189)
Loss before provision for income taxes	(153,834)	9,260	(151,002)	10,477
Income tax (benefit) provision	(23,652)	2,572	(22,178)	3,021
Net (loss) income	(130,182)	6,688	(128,824)	7,456
Net loss attributable to the noncontrolling interests	(1,047)	(15)	(1,221)	(40)
Net income (loss) attributable to the noncontrolling interests	$ (129,135)	$ 6,703	$ (127,603)	$ 7,496
Net loss per share allocable to common stockholders
Basic	$ (2.19)	$ 0.11	$ (2.17)	$ 0.12
Diluted	$ (2.19)	$ 0.11	$ (2.17)	$ 0.12
Weighted average shares used in the calculation of earnings per share allocable to common stockholders
Basic	58,941,899	60,461,611	58,880,529	60,461,611
Diluted	58,941,899	60,461,611	58,880,529	60,461,611
Wine, spirits and cider
Net revenue
Net revenue	$ 53,706	$ 70,146	$ 105,976	$ 106,781
Cost of revenue
Cost of revenue	36,655	42,584	69,676	66,304
Nonwine
Net revenue
Net revenue	24,695	13,465	50,505	32,865
Cost of revenue
Cost of revenue	$ 16,000	$ 6,072	$ 31,529	$ 17,734

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Total	Revision of Prior Period, Accounting Standards Update, Adjustment [Member]	Common Stock	Treasury Stock [Member]	Additional Paid-In Capital	Retained Earnings	Retained Earnings Revision of Prior Period, Accounting Standards Update, Adjustment [Member]	Non-Controlling Interests	Redeemable Non controlling Interest
BEGINNING BALANCE at Jun. 30, 2021	$ 360,255,000				$ 360,732,000			$ (477,000)
BEGINNING BALANCE (in Shares) at Jun. 30, 2021			60,461,611
Redeemable Non-Controlling Interest Beginning Balance at Jun. 30, 2021									$ 1,682,000
Out-of-period adjustments	(836,000)					$ (667,000)		(169,000)
Temporary equity, Net income (loss)									3,000
Net income (loss)	765,000					793,000		(28,000)
Redeemable Non-Controlling Interest Ending Balance at Sep. 30, 2021									1,685,000
ENDING BALANCE at Sep. 30, 2021	360,184,000				360,732,000	126,000		(674,000)
ENDING BALANCE (in Shares) at Sep. 30, 2021			60,461,611
Temporary equity, Net income (loss)									2,000
Net income (loss)	6,686,000					6,703,000		(17,000)
Redeemable Non-Controlling Interest Ending Balance at Dec. 31, 2021									1,687,000
ENDING BALANCE at Dec. 31, 2021	366,870,000				360,732,000	6,829,000		(691,000)
ENDING BALANCE (in Shares) at Dec. 31, 2021			60,461,611
BEGINNING BALANCE at Jun. 30, 2022	348,238,000			$ (26,034,000)	376,099,000	(1,092,000)		(735,000)
BEGINNING BALANCE (in Shares) at Jun. 30, 2022			61,691,054	2,871,894
Redeemable Non-Controlling Interest Beginning Balance at Jun. 30, 2022	1,494,000								1,494,000
Stock-based compensation expense	3,440,000				3,440,000
Repurchase of public warrants	(172,000)				(172,000)
Shareholder distribution									(66,000)
Temporary equity, Net income (loss)									(146,000)
Net income (loss)	1,504,000					1,532,000		(28,000)
Redeemable Non-Controlling Interest Ending Balance at Sep. 30, 2022									1,282,000
ENDING BALANCE at Sep. 30, 2022	360,762,000	$ 7,752,000		$ (26,034,000)	379,367,000	8,192,000	$ 7,752,000	(763,000)
ENDING BALANCE (in Shares) at Sep. 30, 2022			61,691,054	2,871,894
Stock-based compensation expense	3,250,000				3,250,000
Vesting of restricted stock			755,880
Taxes paid related to net share settlement of equity awards	(976,000)		$ (285,381,000)		(976,000)
Temporary equity, Net income (loss)									(1,023,000)
Net income (loss)	(129,159,000)					(129,135,000)		(24,000)
Redeemable Non-Controlling Interest Ending Balance at Dec. 31, 2022	259,000								$ 259,000
ENDING BALANCE at Dec. 31, 2022	$ 233,877,000			$ (26,034,000)	$ 381,641,000	$ (120,943,000)		$ (787,000)
ENDING BALANCE (in Shares) at Dec. 31, 2022			62,161,553	2,871,894

Condensed Consolidated Statem_3

Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net (loss) income	$ (128,824)	$ 7,456
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation	7,856	5,585
Amortization expense	3,742	1,855
Amortization of deferred loan fees and line of credit fees	220	333
Goodwill and intangible assets impairment losses	137,928	0
Remeasurement of contingent consideration liabilities	(3,289)	155
Stock-based compensation expense	6,690	0
Provision for credit losses	360	75
Provision for inventory reserve	497	0
Net unrealized gain on interest rate swap agreements	(8,488)	(4,919)
Deferred income tax benefit	(22,212)	(7,779)
Loss on disposition of assets	4,430	76
Deferred gain on sale leaseback	0	(667)
Loss on extinguishment of debt	479	0
Deferred rent	0	238
Change in operating assets and liabilities (net of effect of business combinations):
Accounts receivable	1,485	(11,251)
Other receivables	3,066	(4,696)
Inventories	(4,837)	10,618
Prepaid expenses and other current assets	(12,186)	(7,528)
Other assets	619	(2,640)
Accounts payable	12,001	(2,167)
Accrued liabilities and other payables	2,081	10,468
Net change in lease assets and liabilities	(568)	0
Other	0	(836)
Net cash provided by (used in) operating activities	1,050	(5,623)
Cash flows from investing activities
Proceeds from disposition of assets	8,692	6
Purchases of property, plant, and equipment	(8,312)	(11,278)
Acquisition of businesses	0	(61,768)
Net cash provided by (used) in investing activities	380	(73,040)
Cash flows from financing activities
Principal payments on line of credit	(120,820)	(36,964)
Proceeds from line of credit	101,903	74,765
Payment of deferred financing costs	(1,975)	0
Outstanding checks in excess of cash	(467)	3,929
Loan fees	(377)	0
Principal payments on long-term debt	(58,497)	(4,856)
Proceeds from long-term debt	72,619	0
Principal payments on finance leases	(133)	0
Distributions to noncontrolling interest	(66)	0
Repurchase of public warrants	(172)	0
Payments of minimum tax withholdings on stock-based payment awards	(976)	0
Payments on acquisition payable	(334)	(145)
Net cash (used in) provided by financing activities	(9,295)	36,729
Net change in cash, cash equivalents and restricted cash	(7,865)	(41,934)
Cash, cash equivalents and restricted cash, beginning of period	49,558	123,679
Cash, cash equivalents and restricted cash, end of period	41,693	81,745
Cash paid during the period for:
Interest	6,761	6,011
Income taxes	0	(1,244)
Noncash investing and financing activities:
Contingent consideration in a business combination	0	3,560
Increase in operating lease assets and liabilities upon adoption of ASC 842	37,759	0
Increase in finance lease assets and liabilities upon adoption of ASC 842	67	0
Accrued interest on term loan and line-of credit refinanced to principal	1,726	0
Line of credit refinanced as term debt	9,646	0
Term debt refinanced with line of credit proceeds	3,823	0
Financing costs deducted from long-term debt proceeds	474	0
Financing costs deducted from line of credit proceeds	$ 532	$ 0

Basis of Presentation and Signi

Basis of Presentation and Significant Accounting Policies	6 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	1 . Basis of Presentation and Si gnificant Accounting Policies (as restated) 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 December 31, 2022 (this "Form 10-Q") refer to Vintage Wine Estates, Inc., a Nevada corporation, and its majority owned subsidiaries or controlled subsidiaries unless the context requires otherwise. Our fiscal year ends on June 30. References to fiscal 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 constraints 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 unaudited condensed consolidated financial statements have been included in this Form 10-Q/A. Except as disclosed elsewhere in this Form 10-Q/A, 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, 2023, filed with the SEC on October 13, 2023. The June 30, 2022 condensed consolidated balance sheet was derived from the audited consolidated financial statements as of that date. Significant Accounting Policies A description of the Company’s significant accounting policies is included in the audited financial statements within its Annual Report on Form 10-K for the fiscal year ended June 30, 2022. Except as noted below, there have been no material changes in the Company’s significant accounting policies during the six months ended December 31, 2022. Use of Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Significant estimates include, but are not limited to depletion allowance, allowance for credit losses, 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, the estimated fair value of long-term debt, the valuation of interest rate swaps, contingent consideration, common stock, stock-based compensation, accounting for income taxes and net assets held for sale. Actual results could differ materially from those estimates. 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) December 31, 2022 June 30, 2022 As Restated Cash and cash equivalents $ 41,693 $ 44,758 Restricted cash - 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 41,693 $ 49,558 In connection with the amended and restated 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 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 credit losses for the periods ended December 31, 2022 and June 30, 2022, was $ 0.5 million and $ 0.4 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 receivables and other miscellaneous receivables. Disaggregation of Revenue The following table summarizes revenue by geographic region: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 (in thousands) As Restated As Restated United States $ 77,644 $ 81,977 $ 155,187 $ 136,475 International 757 1,634 1,294 3,171 Total net revenue $ 78,401 $ 83,611 $ 156,481 $ 139,646 The following table provides a disaggregation of revenue based on the pattern of revenue recognition: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 (in thousands) As Restated As Restated Point in time $ 68,823 $ 68,124 $ 134,202 $ 115,294 Over a period of time 9,578 15,487 22,279 24,352 Total net revenue $ 78,401 $ 83,611 $ 156,481 $ 139,646 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 December 31, 2022 and June 30, 2022, we had $ 43.2 million and $ 49.0 million respectively, in major financial institutions in excess of FDIC insurance limits. We sell the majority of our wine through U.S. distributors and the direct-to-consumer channel. Receivables arising from these sales are not collateralized. We attempt to limit our credit risk by performing ongoing credit evaluations of our customers and maintaining adequate allowances for potential credit losses. The following table summarizes customer concentration of: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Revenue as a percent of total revenue Customer A * 15.9 % 18.8 % 19.8 % Customer B * * * 10.2 % Customer C * 13.1 % * 11.4 % Customer D * * * * Customer E * * * * The following table summarizes customer concentration of: December 31, 2022 June 30, 2022 Receivables as a percent of total receivables Customer A 34.9 % 26.0 % Customer B * * Customer C * * Customer D 10.2 % * Customer E 20.7 % * * Customer revenue or receivables did not exceed 10% in the respective periods. Revenue for sales from Customer A is included within the Wholesale and Business-to-Business segments, Customer B is included within the Business-to-Business segment, Customer C is included within the Business-to-Business segment, Customer D is included within the Wholesale segment, and Customer E is included within the Business-to-Business 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 10. 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. In fiscal 2023, we received an additional $ 1.4 million. The gain on 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 Interim 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 warrants to purchase common stock, and restrictive stock units 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 December 31, 2022 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. In connection with the restatement, the Company has reclassified the deferred gain related to a previous sale and leaseback of $ 10.7 million to retained earnings. Refer to Note 2. Further, 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 10. 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.

Restatement, Reclassification a

Restatement, Reclassification and Revision of Previously Issued Condensed Consolidated Financial Statements	6 Months Ended
	Dec. 31, 2022
Accounting Changes and Error Corrections [Abstract]
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 and six months ended December 31, 2022. Errors were discovered during the course of management’s review of the Company’s financial statements in the process of closing the fiscal year ended June 30, 2023 and in conjunction with the year-end audit. The errors were primarily related to the correction of an error related to the classification of assets as part of the historical purchase price allocations for certain business combinations, which impacted the loss on a partial disposition of Laetitia Vineyard and Wineries land and related vineyards that occurred during the three months ended December 31, 2022, and 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 accumulated deficit increased 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 December 31, 2022, the following table presents the adjustme nt 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 of the deferred gain for the six months ended December 31, 2022 of $ 0.7 million. In addition, the Company is adjusting for certain immaterial out-of-period items, reclassifications and other adjustments including but not limited to: (i) $ 2.8 million reclassification between cash and cash equivalents and accounts payable for classification of outstanding checks; (ii) $ 1.6 million adjustment to inventories and retained earnings due to incorrect inventory turns used to calculate overhead absorption on custom production; (iii) $ 4.1 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. (iv) $ 12.2 million adjustment to retained earnings related to the $ 10.7 million reclass from deferred gain noted above, $ 2.3 million current period change in net income as well as prior year increase in accumulated deficit 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 arising from the incorrect classification of assets as part of historical purchase price allocations. CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) December 31, 2022 (in thousands) As Previously Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 44,506 $ ( 2,813 ) $ 41,693 Other receivables 1,112 ( 312 ) 800 Inventories 198,706 ( 1,647 ) 197,059 Total current assets 317,235 ( 4,772 ) 312,463 Property, plant, and equipment, net 220,767 ( 348 ) 220,419 Intangible assets, net 47,144 ( 102 ) 47,042 Total assets 665,564 ( 5,222 ) 660,342 Current liabilities: Accounts payable 27,821 ( 2,814 ) 25,007 Accrued liabilities and other payables 26,782 220 27,002 Current maturities of long-term debt 204,182 ( 187,702 ) 16,480 Total current liabilities 385,485 ( 190,296 ) 195,189 Long-term debt, less current maturities - 187,702 187,702 Deferred tax liability 7,447 2,580 10,027 Deferred gain 10,449 ( 10,449 ) - Total liabilities 436,669 ( 10,463 ) 426,206 Redeemable noncontrolling interest 260 ( 1 ) 259 Stockholders' equity: Additional paid-in capital 385,728 ( 4,087 ) 381,641 Accumulated Deficit ( 130,441 ) 9,498 ( 120,943 ) Total Vintage Wine Estates, Inc. stockholders' equity 229,253 5,411 234,664 Noncontrolling interests ( 618 ) ( 169 ) ( 787 ) Total stockholders' equity 228,635 5,242 233,877 Total liabilities, redeemable noncontrolling interest, and stockholders' equity 665,564 ( 5,222 ) 660,342 Regarding the previously reported unaudited condensed consolidated statement of operations for the three and six months ended December 31, 2022, the following table presents t he impact of the restatement of $ 0.7 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) for the six months ended December 31, 2022, $ 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) for the six months ended December 31, 2022, a $ 1.6 million adjustment to selling, general and administrative expense due to a non-recurring adjustment for historical acquisitions; (iii) for the three and six months ended December 31, 2022, $ 1.1 million and $ 2.3 million adjustments 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; (iv) for the three and six months ended December 31, 2022, a $ 1.2 million adjustment to intangible assets, due to impairment recognized in 2022; (v) for the three and six months ended December 31, 2022, a $ 3.5 million adjustment to correct the loss on sale related to the partial disposition of Laetitia Vineyard and Wineries land. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) Three Months Ended December 31, 2022 Six Months Ended December 31, 2022 (in thousands, except share and per share amounts) As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Net revenue Wine, spirits and cider $ 53,298 $ 408 $ 53,706 $ 104,717 1,259 $ 105,976 Total net revenue 77,993 408 78,401 155,222 1,259 156,481 Cost of revenue Wine, spirits and cider 36,039 616 36,655 70,670 ( 994 ) 69,676 Nonwine 16,283 ( 283 ) 16,000 31,221 308 31,529 Total cost of revenue 52,322 333 52,655 101,891 ( 686 ) 101,205 Gross profit 25,671 75 25,746 53,331 1,945 55,276 Selling, general, and administrative expenses 33,225 ( 1,086 ) 32,139 66,932 ( 3,344 ) 63,588 Intangible assets impairment losses 13,823 ( 1,180 ) 12,643 13,823 ( 1,180 ) 12,643 Gain on remeasurement of contingent liability ( 3,474 ) - ( 3,474 ) ( 2,648 ) ( 641 ) ( 3,289 ) Gain on sale leaseback 117 ( 117 ) - ( 217 ) 217 - Loss on sale of property, plant, and equipment 470 3,960 4,430 352 4,078 4,430 Loss from operations ( 145,580 ) ( 1,502 ) ( 147,082 ) ( 153,282 ) 2,815 ( 150,467 ) Loss before provision for income taxes ( 152,332 ) ( 1,502 ) ( 153,834 ) ( 153,817 ) 2,815 ( 151,002 ) Income tax (benefit) provision ( 21,709 ) ( 1,943 ) ( 23,652 ) ( 22,558 ) 380 ( 22,178 ) Net loss ( 130,623 ) 441 ( 130,182 ) ( 131,259 ) 2,435 ( 128,824 ) Net loss attributable to the noncontrolling interests ( 1,046 ) ( 1 ) ( 1,047 ) ( 1,389 ) 168 ( 1,221 ) Net loss attributable to common stockholders ( 129,577 ) 442 ( 129,135 ) ( 129,870 ) 2,267 ( 127,603 ) Net loss per share allocable to common stockholders Basic $ ( 2.20 ) $ 0.01 $ ( 2.19 ) $ ( 2.20 ) $ 0.03 $ ( 2.17 ) Diluted $ ( 2.20 ) $ 0.01 $ ( 2.19 ) $ ( 2.20 ) $ 0.03 $ ( 2.17 ) The following table presents the impact of the adjustments and reclassifications discussed above on the unaudited condensed consolidated cash flow statement for the six months ending December 31, 2022 : CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended December 31, 2022 (in thousands) As Previously Reported Adjustments As Restated Cash flows from operating activities Net loss $ ( 131,259 ) $ 2,435 $ ( 128,824 ) Adjustments to reconcile net loss to net cash from operating activities: Depreciation 7,308 548 7,856 Amortization expense 3,962 ( 220 ) 3,742 Amortization of deferred loan fees and line of credit fees - 220 220 Goodwill and intangible assets impairment losses 139,108 ( 1,180 ) 137,928 Remeasurement of contingent consideration liabilities ( 2,648 ) ( 641 ) ( 3,289 ) Stock-based compensation expense 8,979 ( 2,289 ) 6,690 Provision for inventory reserve - 497 497 Deferred income tax benefit ( 22,532 ) 320 ( 22,212 ) Loss on disposition of assets 352 4,078 4,430 Deferred gain on sale leaseback ( 217 ) 217 - Deferred Rent ( 2,079 ) 2,079 - Change in operating assets and liabilities (net of effect of business combinations): Accounts receivable 1,808 ( 323 ) 1,485 Other receivables 2,754 312 3,066 Inventories ( 4,904 ) 67 ( 4,837 ) Prepaid expenses and other current assets ( 10,659 ) ( 1,527 ) ( 12,186 ) Accounts payable 11,529 472 12,001 Accrued liabilities and other payables 4,334 ( 2,253 ) 2,081 Net change in lease assets and liabilities 1,511 ( 2,079 ) ( 568 ) Net cash provided by (used in) operating activities 317 733 1,050 Cash flows from financing activities Payment of deferred financing costs ( 2,352 ) 377 ( 1,975 ) Outstanding checks in excess of cash 2,345 ( 2,812 ) ( 467 ) Loan fees - ( 377 ) ( 377 ) Net cash used in financing activities ( 6,483 ) ( 2,812 ) ( 9,295 ) Net change in cash, cash equivalents and restricted cash ( 5,786 ) ( 2,079 ) ( 7,865 ) Cash, cash equivalents and restricted cash, beginning of period 50,292 ( 734 ) 49,558 Cash, cash equivalents and restricted cash, end of period 44,506 ( 2,813 ) 41,693 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 accumulated deficit increased 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 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 well as prior year accumulated deficit increase 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 and six months ending December 31, 2021, including but not limited to a $ 3.2 million and $ 6.3 million, respectively, 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 December 31, 2021 Six Months Ended December 31, 2021 (in thousands, except share and per share amounts) As Reported Adjustments As Revised As Reported Adjustments As Revised Wine, spirits and cider $ 70,146 $ - $ 70,146 $ 106,433 $ 348 $ 106,781 Total net revenues 83,611 - 83,611 139,298 348 139,646 Wine, spirits and cider 39,076 3,508 42,584 59,664 6,640 66,304 Total cost of revenues 45,148 3,508 48,656 77,398 6,640 84,038 Gross profit 38,463 ( 3,508 ) 34,955 61,900 ( 6,292 ) 55,608 Selling, general, and administrative expenses 24,789 ( 244 ) 24,545 41,772 ( 249 ) 41,523 Loss on remeasurement of contingent liability - - - - 155 155 Income from operations 12,721 ( 3,264 ) 9,457 18,864 ( 6,198 ) 12,666 Net unrealized gain on interest rate swap agreements 2,636 711 3,347 4,029 890 4,919 Total other income (expense), net ( 908 ) 711 ( 197 ) ( 3,079 ) 890 ( 2,189 ) Income before provision for income taxes 11,813 ( 2,553 ) 9,260 15,785 ( 5,308 ) 10,477 Income tax provision 3,261 ( 689 ) 2,572 4,454 ( 1,433 ) 3,021 Net income 8,552 ( 1,864 ) 6,688 11,331 ( 3,875 ) 7,456 Net income (loss) attributable to the noncontrolling interests ( 40 ) 25 ( 15 ) ( 65 ) 25 ( 40 ) Net income attributable to Vintage Wine Estates, Inc. 8,592 ( 1,889 ) 6,703 11,396 ( 3,900 ) 7,496 Net income allocable to common stockholders $ 8,592 ( 1,889 ) $ 6,703 $ 11,396 ( 3,900 ) $ 7,496 Net earnings (loss) per share allocable to common stockholders Basic $ 0.14 ( 0.03 ) $ 0.11 $ 0.19 ( 0.07 ) $ 0.12 Diluted $ 0.14 ( 0.03 ) $ 0.11 $ 0.19 ( 0.07 ) $ 0.12 The following table presents the impact of the adjustments and reclassifications discussed above on the unaudited condensed consolidated cash flow statement for the six months ending December 31, 2021: CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended December 31, 2021 (in thousands) As Reported Adjustments As Revised Cash flows from operating activities Net income $ 11,331 $ ( 3,875 ) $ 7,456 Adjustments to reconcile net income to net cash from operating activities: Depreciation 9,670 ( 4,085 ) 5,585 Amortization expense 440 1,415 1,855 Amortization of deferred loan fees and line of credit fees - 333 333 Remeasurement of contingent consideration liabilities - 155 155 Net unrealized gain on interest rate swap agreements ( 4,029 ) ( 890 ) ( 4,919 ) (Benefit) provision for deferred income tax ( 6,030 ) ( 1,749 ) ( 7,779 ) Change in operating assets and liabilities (net of effect of business combinations): Inventories 2,656 7,962 10,618 Accrued liabilities and other payables 8,899 1,569 10,468 Other - ( 836 ) ( 836 ) Net cash used in operating activities ( 5,623 ) - ( 5,623 ) Cash paid during the period for: Interest 6,146 ( 135 ) 6,011 Income taxes 189 ( 1,433 ) ( 1,244 )

Business Combinations

Business Combinations	6 Months Ended
	Dec. 31, 2022
Business Combinations [Abstract]
Business Combinations	3. B u siness Combinations Vinesse On October 4, 2021, the Company acquired 100 % of the members' interest in Vinesse, LLC, a California limited liability company ("Vinesse"). Vinesse is a direct-to-consumer platform company that specializes in wine clubs with over 60,000 members. Founded in 1993, Vinesse has developed a long-time following by offering boutique wines to a broader audience and making wine accessible and easy to love. The 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 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 revenue. 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 the Cost Approach. Customer relationships were weighted; 50.0% using the MPEEM model and 50.0% using the Cost Approach. The results of operations of Vinesse are included in the accompanying condensed consolidated statements of operations from the October 4, 2021 acquisition date. Transaction costs incurred in the acquisition were insignificant. ACE Cider On November 16, 2021 , the Company acquired 100 % of the capital stock of ACE Cider, the California Cider Company, Inc., a California corporation ("ACE Cider"). ACE Cider is a wholesale platform and specializes in hard cider, an alcoholic beverage fermented from apples. The operations of ACE Cider allow the Company to enter into the beer distribution category. The purchase price totaling $ 47.4 million was comprised of cash of $ 46.9 million, consulting fees of $ 60 thousand and a two-year earnout payable of $ 0.5 million. The 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 revenue. Raw materials inventory was valued at its book value. The trademarks fair value was derived using the RFR. Key assumptions in valuing trademarks included (i) a royalty rate of 2.75 % and (ii) discount rate of 12.5 %. Customer relationships fair value was derived using the MPEEM, utilizing a discount rate of 13.0 %, and Cost Approach. Customer relationships were weighted 90.0% using the MPEEM model and 10.0% using the Cost Approach. The results of operations of ACE Cider are included in the accompanying condensed consolidated statements of operations from the November 16, 2021 acquisition date. Transaction costs incurred in the acquisition were insignificant. Meier's On January 18, 2022, the Company acquired 100 % of the capital stock in Meier's Wine Cellars, Inc., DBA Meier's Beverage Group, an Ohio company ("Meier's"). Meier's is a wholesale and business-to-business company that specializes in custom blending, contract storage, contract manufacturing, and private labeling for wine, beer, and spirits. Over the years, Meier's continued extending their winemaking skills by producing table wines, sparkling wines, dessert wines, vermouths and carbonated grape juice. The purchase price totaling $ 25.0 million was comprised of cash of $ 12.5 million and 1,229,443 shares of common stock with a value of $ 12.5 million. The terms of the acquisition also provide for the possibility of additional contingent consideration of up to $ 10.0 million based on Meier's exceeding current EBITDA levels over each of the next three years. The earn out consideration will be paid in a combination of 50 % cash and 50 % stock. The common stock shares issued are also subject to the terms of the lock-up agreement. 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 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.

Inventory

Inventory	6 Months Ended
	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventory	4. Inve ntory (as restated) Inventory consists of the following: (in thousands) December 31, 2022 June 30, 2022 Bulk wine, spirits and cider $ 99,785 $ 88,978 Bottled wine, spirits and cider 78,557 86,785 Bottling and packaging supplies 17,439 16,328 Nonwine inventory 1,278 831 Total inventories $ 197,059 $ 192,922 For the three months ended December 31, 2022 and 2021, the Company recognized costs related to reducing inventory to its net realizable value of $ 0.5 million and zero , respectively. For the six months ended December 31, 2022 and 2021, the Company recognized costs related to reducing inventory to its net realizable value of $ 0.5 million and $ 3.7 million, respectively. For the six months ended December 31, 2022 and fiscal year ended June 30, 2022, the Company's inventory balances are presented net of inventory reserves of zero and $ 2.2 million, respectively, for bulk wine, spirits and cider inventory, $ 1.4 million and $ 1.8 million, respectively, for bottled wine, spirits and cider inventory and $ 0.2 million and $ 0.4 million, respectively, for bottling and packaging supplies inventory.

Assets Held for Sale

Assets Held for Sale	6 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]
Assets Held for Sale	5 . Assets Held for Sale ( as restated ) During the period ended December 31, 2022, the Company had three asset groups classified as held for sale, one of which was sold during the period on December 15, 2022. The remaining assets held for sale include certain real property related to Tenma vineyards land and assumption of a land lease related to the Tamarack Cellars production facility. These assets are being marketed for sale. The Company intends to complete the sales of the assets within twelve months. The carrying amounts of assets held for sale consists of the following: (in thousands) December 31, 2022 Tenma vineyards land held for sale $ 5,403 Tamarack Cellars property, plant and equipment held for sale 2,722 Less accumulated depreciation and amortization ( 2,532 ) Total assets held for sale $ 5,593 The cash flows related to held for sale assets have not been segregated and remain included in the major classes of assets. There were no assets classified as held for sale for the year ended June 30, 2022. During the three months ended December 31, 2022 the Company sold a portion of Laetitia Vineyard and Winery's land and related vineyards, previously held for sale, for a sale price of $ 8.7 million. We recognized a loss of $ 4.4 million from the sale. This loss was recorded within loss on sale of property, plant, and equipment on the accompanying condensed consolidated statement of operations and comprehensive income. Additionally, concurrent with the sale, t he Company entered into a lease agreement to lease back certain of the vineyard blocks sold. See Note 10.

Property, Plant and Equipment

Property, Plant and Equipment	6 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment	6. Property, Pla nt, and Equipment (as restated) Property, plant, and equipment consists of the following: December 31, 2022 June 30, 2022 (in thousands) As Restated Buildings and improvements 142,161 $ 139,223 Land 31,073 46,632 Machinery and equipment 79,692 77,676 Cooperage 9,634 10,165 Vineyards 10,623 12,860 Furniture and fixtures 1,772 1,754 274,955 288,310 Less accumulated depreciation and amortization ( 71,454 ) ( 66,987 ) 203,501 221,323 Construction in progress 16,918 17,396 $ 220,419 $ 238,719 Depreciation and amortization expense related to property and equipment wa s $ 3.9 million and $ 4.0 million for the three months ended December 31, 2022 and 2021, respectively and $ 7.9 million and $ 5.6 million for the six months ended December 31, 2022 and 2021, respectively.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	6 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	7. Goodwill and Intan gible Assets (as restated) Goodwill The following is a rollforward of the Company's goodwill by segment: Wholesale Direct-to-Consumer Business-to-Business Total (in thousands) Balance at June 30, 2022 $ 116,304 $ 29,666 $ 8,981 $ 154,951 Goodwill Impairment $ ( 116,304 ) $ - $ ( 8,981 ) $ ( 125,285 ) Balance at December 31, 2022 $ - $ 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: December 31, 2022 (in thousands) Gross Accumulated Accumulated Impairment Losses Net Intangible Weighted Average Remaining Amortization Period (in years) Indefinite-life intangibles As Restated As Restated As Restated Trade names and trademarks $ 28,922 $ - $ ( 12,643 ) $ 16,279 N/A Winery use permits 6,750 - - 6,750 N/A Total Indefinite-life intangibles 35,672 - ( 12,643 ) 23,029 Definite-life intangibles Customer and Sommelier relationships 30,700 ( 8,126 ) - 22,574 4.0 Trade names and trademarks 1,900 ( 461 ) - 1,439 3.5 Total definite-life intangibles 32,600 ( 8,587 ) - 24,013 Total other intangible assets $ 68,272 $ ( 8,587 ) $ ( 12,643 ) $ 47,042 June 30, 2022 (in thousands) Gross Accumulated Accumulated Impairment Losses Net Intangible Weighted Average Remaining Amortization Period (in years) Indefinite-life intangibles Trade names and trademarks $ 30,203 $ - $ ( 1,281 ) $ 28,922 N/A Winery use permits 6,750 - - 6,750 N/A Total Indefinite-life intangibles 36,953 - ( 1,281 ) 35,672 Definite-life intangibles Customer and Sommelier relationships 30,700 ( 4,922 ) - 25,778 4.4 Trade names and trademarks 1,900 ( 253 ) - 1,647 3.5 Total definite-life intangibles 32,600 ( 5,175 ) - 27,425 Total other intangible assets $ 69,553 $ ( 5,175 ) $ ( 1,281 ) $ 63,097 Our indefinite-lived intangible asset balance consists of trade names, trademarks and winery use permits, which had an aggregate carrying amount of $ 23.0 million as of December 31, 2022. As part of the Company's financial statement revisions, we recorded an impairment charge of $ 1.3 million in the quarter ending June 30, 2022. 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 $ 12.6 million, which consisted of $ 10.3 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 $ 12.6 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 % 3.0 % 5.0 % 10.0 x 14.0 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 $ 1.1 million for the three months ended December 31, 2022 and 2021, respectively and $ 3.4 million and $ 1.6 million for the six months ended December 31, 2022 and 2021, respectively. As of December 31, 2022, estimated future amortization expense for definite-lived assets is as follows: (in thousands) 2023 remaining $ 3,411 2024 6,811 2025 5,291 2026 4,527 2027 3,179 Thereafter 794 Total estimated amortization expense $ 24,013

Accrued Liabilities

Accrued Liabilities	6 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued Liabilities	8. Accrue d Liabilities (as restated) The major classes of accrued liabilities are summarized as follows: (in thousands) December 31, 2022 June 30, 2022 Accrued purchases $ 8,190 $ 6,728 Accrued employee compensation 6,160 5,580 Other accrued expenses 5,024 8,867 Non related party accrued interest expense 735 429 Contingent consideration 2,748 2,710 Unearned income 602 642 Captive insurance liabilities 3,543 2,041 Total Accrued liabilities and other payables $ 27,002 $ 26,997

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	9. Fair Value M easurements ( as restated ) The following tables present assets and liabilities measured at fair value on a recurring basis: December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 27,511 $ - $ - $ 27,511 Interest rate swaps (1) - 17,423 - 17,423 Total $ 27,511 $ 17,423 $ - $ 44,934 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 5,533 $ 5,533 Total $ - $ - $ 5,533 $ 5,533 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) $ - $ - $ 9,156 $ 9,156 Total $ - $ - $ 9,156 $ 9,156 (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. The following table provides a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Contingent (in thousands) As Restated Balance at June 30, 2022 $ 9,156 Acquisitions - Payments ( 334 ) Change in fair value ( 3,289 ) Balance at December 31, 2022 5,533 Less: current portion ( 2,748 ) Long term portion $ 2,785 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.

Leases

Leases	6 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Leases	1 0. Leases (as restated) 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. In connection with the restatement, the Company has reclassified the deferred gain related to a previous sale and leaseback of $ 7.8 million, net of taxes of $ 2.9 million, to retained earnings. As part of the financial statement revision, the Company capitalized a machinery and equipment lease during the quarter ended December 31, 2021 of $ 0.7 million. See Note 2. 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 years . Our lease terms may include options to extend or terminate the lease when it is reasonably certain and there is significant economic incentive to exercise that option. Beginning fiscal 2022, we no longer had related party lease agreements. The following table summarizes the components of lease expense: Three Months Ended Six Months Ended (in thousands) December 31, 2022 December 31, 2022 Operating lease expense $ 1,750 $ 3,558 Finance lease expense Amortization of right-of-use assets 69 139 Interest on lease liabilities 8 17 Total finance lease expense 77 156 Variable lease expense 320 477 Short-term lease expense 35 70 Total lease expense $ 2,182 $ 4,261 The following table summarizes supplemental balance sheet items related to leases: (in thousands) December 31, 2022 Operating Leases Operating lease right-of-use assets $ 34,878 Current portion of operating lease liabilities 6,429 Long-term operating lease liabilities 29,960 Total operating lease liabilities 36,389 Finance Leases Finance lease right-of-use assets 620 Current portion of finance lease liabilities 263 Long-term finance lease liabilities 363 Total finance lease liabilities $ 626 The following table summarizes the weighted-average remaining lease term and discount rate: Weighted-average remaining lease term (in years) Operating leases 6.4 Finance leases 2.6 Weighted-average discount rate Operating leases 5.0 % Finance leases 5.0 % The minimum annual payments under our lease agreements as of December 31, 2022 are as follows: (in thousands) Operating Leases Finance Leases Remaining fiscal 2023 $ 3,533 $ 144 2024 7,030 285 2025 6,606 157 2026 6,563 80 2027 6,210 - 2028 and thereafter 12,550 - Total lease payments 42,492 666 Less imputed interest ( 6,103 ) ( 40 ) Present value of lease liabilities 36,389 626 Current portion of lease liabilities ( 6,429 ) ( 263 ) Total long term lease liabilities $ 29,960 $ 363 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. 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.

Long-Term and Other Short-Term

Long-Term and Other Short-Term Obligations	6 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Long-Term and Other Short-Term Obligations	11. Long-Term a nd Other Short-Term Obligations ( as restated ) The following table summarizes long-term and other short-term obligations: (in thousands) December 31, 2022 June 30, 2022 Note to a bank with interest at LIBOR ( 1.76 %) at September 30, 2022 plus 1.75 %; payable in quarterly installments of $ 1,180 principal with applicable interest; 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 ( 4.30 %) at December 31, 2022 plus 2.35 %; payable in quarterly installments of $ 1,546 principal with applicable interest; matures in December 2027 ; secured by specific assets of the Company. 154,590 - 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, $ 14,365 at SOFR ( 4.30 %) at December 31, 2022 plus 2.35 %, $ 801 payable at Alternate Base Rate ABR ( 7.50 % at December 31, 2022) plus Prime ( 1.25 %), with draw expiring June 2027. 15,166 - Equipment Term Loan payable, $ 3,932 at SOFR ( 4.30 %) at December 31, 2022 plus 2.35 %, $ 250 at Alternate Base Rate (ABR) ( 7.50 % at December 31, 2022) plus Prime ( 1.25 %), with draw expiring December 2026. 4,182 - Note to a bank with interest fixed at 3.6 %, payable in monthly installments of $ 60 principal with applicable interest; matures in April 2023 . 240 593 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with March 2024 . 896 1,246 Delayed Draw Term Loan ("DDTL") with interest at LIBOR ( 2.32 %) at September 2022 plus 1.75 %, payable in quarterly installments of $ 1,260 starting March 2022. Extinguished and refinanced in December 2022. - 65,882 Delayed Draw Term Loan ("DDTL") $ 29,818 ,with interest at SOFR ( 4.30 %) at December 2022 plus 2.35 %, $ 818 at Alternate Base Rate (ABR) ( 7.50 % at December 31, 2022) plus Prime ( 1.25 %), payable in quarterly installments starting March 2023. Matures in December 2027. 30,636 - 205,710 185,289 Less current maturities ( 16,480 ) ( 14,909 ) Less unamortized deferred financing costs ( 1,528 ) ( 1,285 ) $ 187,702 $ 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. 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. At December 31, 2022, the Company believes it is in compliance with the covenants contained in the Second A&R Loan and Security Agreement. 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. On October 12, 2023, th e Company entered into a fourth amendment to the Second Amended and Restated Loan and Security Agreement (the “Fourth Amendment”) by and among the Company, the Borrowers, the Lenders party thereto, and Agent. The Fourth Amendment, among other things: (i) waives certain existing events of default relating to the Company’s failure to comply with the financial covenants and financial reporting requirements set forth in the Credit Agreement for prior fiscal periods; (ii) reduces the aggregate revolving commitment and the aggregate delayed draw term loan commitment to $ 200,000,000 and $ 38,100,000 , respectively; (iii) replaces the maximum debt to capitalization financial covenant with a minimum adjusted EBITDA financial covenant of not less than (1) $ 4,000,000 for the fiscal quarter ending September 30, 2023, (2) $ 17,000,000 for the two fiscal quarter period ending December 31, 2023, (3) $ 27,000,000 for the three fiscal quarter period ending March 31, 2024, (4) $ 34,000,000 for the four fiscal quarter period ending June 30, 2024, and (5) $ 35,000,000 for each four fiscal quarter period ending thereafter; (iv) adds a minimum liquidity covenant of $ 25,000,000 (or, for fiscal quarters ending in December, $ 15,000,000 ), which applies only for the fiscal quarters ending September 30, 2023 through and including December 31, 2024 (the “Covenant Modification Period”); (v) suspends the minimum fixed charge coverage ratio covenant for the fiscal quarters ending September 30, 2023 through and including June 30, 2024 and provides for a step-down of the minimum fixed charge coverage ratio to 1.00:1.00 for the remainder of the Covenant Modification Period; (vi) adds an equity cure right for the Company in the event of future breaches of the financial covenants; (vii) reduces revolver availability by (1) $ 15,000,000 during the months of February through September of each year and (2) $ 10,000,000 during the months of October through January of each year; (viii) suspends the exercise of incremental facilities during the Covenant Modification Period; (ix) restricts all permitted acquisitions during the term of the credit facilities, unless previously approved by the required Lenders; (x) increases in the applicable margin for all credit facilities to 3.00 % for SOFR Loans and 2.00 % for ABR Loans, which margins will step-up further if certain prepayments of the Term Loans are not made by certain dates prescribed in the Amendment; (xi) adds additional mandatory prepayments of (1) $ 10,000,000 by no later than March 31, 2024, (2) an additional $ 10,000,000 by no later than June 30, 2024 and (3) an additional $ 25,000,000 by no later than December 31, 2024; (xii) adds additional mandatory prepayments in the event that the Borrowers maintain a cash balance in excess of $ 20,000,000 ; (xiii) permits additional sales of certain real property with an aggregate appraised value of approximately $ 60,000,000 , in addition to related personal property assets; and (xiv) adds certain additional reporting requirements to Agent and the Lenders. As a result, as of the date hereof, the Company has received a waiver for certain events of default and is in compliance with its covenants contained in the Second A&R Loan and Security Agreement. The effective interest rate under the revolving facility w as 3.7 % and 4.0 % as of December 31, 2022 and 2021, respectively. The Company had availability under the line of credit as of December 31, 2022 and June 30, 2022, respectively. Maturities of Long-Term and Other Short-Term Borrowings Maturities of long-term and other short-term borrowings for succeeding years are as follows: Remaining 2023 $ 9,292 2024 14,199 2025 13,658 2026 13,658 2027 13,038 Thereafter 141,865 $ 205,710

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Stockholders' Equity	12. Stockhold ers' Equity (as restated) Common Stock We had reserved shares of stock, on an as-if converted basis, for issuance as follows: December 31, 2022 June 30, 2022 Warrants 25,646,453 25,818,247 Earnout shares 5,726,864 5,726,864 Total 31,373,317 31,545,111 Warrants At December 31, 2022, there were 25,646,453 warrants outstanding to purchase shares of the Company's common stock at a price of $ 11.50 per whole share. The 25,646,453 warrants are made up of 18,000,000 Public Warrants (the "Public Warrants") and 8,000,000 Private Warrants (the "Private Warrants") less 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 December 31, 2022, there were 8,000,000 purchased warrants at a price of $ 1.00 per Private Warrant, with each Private Warrant exercisable commencing on August 11, 2021 for one common share at an exercise price of $ 11.50 , subject to anti-dilution adjustments. The Private Warrants expire five years after the commencement date. Earnout Shares 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; • is at or above $15 (but below $20), 50% of the Earnout Shares will be issued; and • 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 December 31, 2022. Meier's Earnout Shares In connection with the closing of the Meier's business combination with Paul T. Lux Irrevocable Trust pursuant to a merger agreement dated January 18, 2022, Mr. Lux is entitled to receive up to an additional $ 5 million of the Company’s common stock, subject to the terms of the earnout agreement. The Company will make earnout payments based on the product of the amount of adjusted EBITDA in calendar 2022, 2023 and 2024 over EBITDA threshold, as defined in the merger agreement, and the earnout multiple of seven. The earnout payment shall be paid 50 % in cash and 50 % in the Company's common stock. No shares were issued through December 31, 2022. 2021 Stock Incentive Plan Effective June 7, 2021, the Company adopted the 2021 Omnibus Incentive Plan (as amended, the "2021 Plan”). The 2021 Plan provides for the issuance of stock options, stock appreciation rights, performance shares, performance units, stock, restricted stock, restricted stock units and cash incentive awards. The 2021 Plan was approved by shareholders at the Annual Meeting of Shareholders on February 2, 2022. The following table provides total stock-based compensation expense by award type: Three Months Ended Six Months Ended (in thousands) December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 As Restated As Restated Stock option awards $ 475 $ - $ 964 $ - Restricted stock units 2,775 - 5,726 - Total stock-based compensation $ 3,250 $ - $ 6,690 $ - Stock-based compensation expense is included as a component of selling, general and administrative expenses in the condensed consolidated statement of operations. Stock Options Stock options granted under the 2021 Plan are subject to market conditions. The stock options are exercisable for ten years and only become exercisable if the volume-weighted average price per share of our common stock is at least $ 12.50 over a 30-day consecutive trading period following the grant date. The fair value of the stock options was estimated using a Monte Carlo simulation valuation model. Stock option awards vest in four equal installments of 25 %, with the first installment vesting 18 months after the vesting commencement date with respect to an additional 25 % of the total stock-based award on each of the 2nd, 3rd and 4th anniversaries of the vesting commencement date, providing in each case the employee remains in continuous employment or service with the Company or an Affiliate. Compensation expense is recognized ratably over the 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 8.7 $ - Granted 782,061 10.50 9.9 - Exercised - - - Forfeited or cancelled ( 85,750 ) 10.50 - Outstanding at December 31, 2022 4,199,838 $ 10.50 8.9 $ - Total unrecognized compensation expense related to the stock options was $ 7.9 million, which is expected to be recognized over a weighted-average period of 5.1 years. As of December 31, 2022, 633,422 options were exercisable pending attainment of market condition. 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 412,237 3.79 Vested ( 755,880 ) 8.20 Forfeited or cancelled - - Outstanding at December 31, 2022 1,558,425 $ 6.96 Total unrecognized compensation expense related to the restricted stock units was $ 6.1 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. 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 six months ended December 31, 2022, 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) December 31, 2022 Balance at September 30, 2022 3,225,441 Repurchases of common stock - Repurchases of warrants - Balance at December 31, 2022 3,225,441 Six Months Ended (in thousands) December 31, 2022 Balance at June 30, 2022 3,053,447 Repurchases of common stock - Repurchases of warrants 171,994 Balance at December 31, 2022 3,225,441

Income Taxes

Income Taxes	6 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	13. Inco me Taxes ( as restated ) For the three months ended December 31, 2022, 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 December 31, 2021, the effective tax rate differs from the federal statutory rate of 21 % primarily due to state taxes. For the six months ended December 31, 2022, 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 six months ended December 31, 2021, the effective tax rate differs from the federal statutory rate of 21 % primarily due to state taxes.

Commitments and Contingent Liab

Commitments and Contingent Liabilities and Litigation	6 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingent Liabilities and Litigation	14. 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”). On June 30, 2023, the defendants filed a motion to dismiss the amended complaint. The motion to dismiss was fully briefed on September 25, 2023, and is pending. 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. On or about August 30, 2023, Claimants served a demand for arbitration on the Company. At present, Claimants collectively have not quantified the total amount of their alleged damages for all claims; however based on information provided by Claimants, the Company would anticipate that any claim of damages would likely be at least approximately $ 3.0 million. The Company disputes both that any amounts in excess of the accrued earn-out liability for the dispute period are owed and that the Company misused the alleged rights of publicity. The Company 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. 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 2023 $ 4,390 2024 19,956 2025 17,408 $ 41,754 Grape and bulk wine purchases under contracts totaled $ 14.1 million and $ 11.3 million and $ 30.0 million and $ 21.2 million for the three and six months ended December 31, 2022 and 2021, respectively. The Company expects to fulfill all of these purchase commitments.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	15. Related Party Transactions Immediate Family Member and Other Business Arrangements We provide at will employment to several family members of officers or directors who provide various sales, marketing and administrative services to us. Payroll and other expenses to these related parties was $ 95 thousand and $ 125 thousand for the three months ended December 31, 2022 and 2021, respectively and $ 220 thousand and $ 196 thousand for the six months ended December 31, 2022 and 2021, respectively. We pay for sponsorship and marketing services and point of sale marketing materials to unincorporated businesses that are managed by immediate family members of a Company executive officer. For the three months ended December 31, 2022 and 2021, payments related to sponsorship and marketing services totaled $ 87 thousand and $ 106 thousand, respectively. For the six months ended December 31, 2022 and 2021, payments related to sponsorship and marketing services totaled $ 174 thousand and $ 193 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 the six months ended December 31, 2022 and 2021, payments to Sonoma Brands Partners II, LLC totaled $ 232 thousand and $ 169 thousand, respectively. The Company has a contract with Bin-to-bottle, a storage and bottling company owned by Patrick Roney, for storage purposes. The expenses incurred for storage were immaterial for the years ended June 30, 2023 and 2022. 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 thousand and zero for the three months ended December 31 2022 and 2021, respectively and $ 100 thousand and zero for the six months ended December 31 2022 and 2021, respectively.

Segments

Segments	6 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
Segments	16. Seg ments (as restated) 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 -- 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 ("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 ("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. Other -- Other is included in the tables below for purposes of reconciliation of revenues and profit but is not considered a reportable segment. In 2022, it included revenue from grape and bulk wine sales and storage services. In 2023 and going forward, these immaterial revenues are recorded in the B2B segment. We record corporate level expenses, non-direct selling expenses and other expenses not specifically allocated to the results of operations in Other. The following tables present net revenue and income from operations directly attributable to the Company's segments: Three Months Ended December 31, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total Segment Results Net revenue $ 23,083 $ 26,472 $ 28,814 $ 32 $ 78,401 Income (loss) from operations $ ( 126,896 ) $ 1,424 $ ( 1,167 ) $ ( 20,443 ) $ ( 147,082 ) Three Months Ended December 31, 2021 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total Segment Results Net revenue $ 22,171 $ 34,806 $ 25,225 $ 1,409 $ 83,611 Income (loss) from operations $ 4,204 $ 10,523 $ 7,255 $ ( 12,525 ) $ 9,457 Six Months Ended December 31, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total Segment Results Net revenue $ 47,070 $ 46,464 $ 62,994 $ ( 47 ) $ 156,481 Income (loss) from operations $ ( 124,608 ) $ 3,393 $ 9,366 $ ( 38,618 ) $ ( 150,467 ) Six Months Ended December 31, 2021 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total Segment Results Net revenue $ 38,374 $ 50,069 $ 49,692 $ 1,511 $ 139,646 Income (loss) from operations $ 7,245 $ 12,554 $ 13,484 $ ( 20,617 ) $ 12,666 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 Other Total For the three months ended December 31: 2022 $ ( 25 ) $ 299 $ 232 $ 491 $ 997 2021 $ - 200 $ - $ - $ 200 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total For the six months ended December 31: 2022 $ 13 $ 590 $ 467 $ 941 $ 2,011 2021 $ - 500 $ - $ - $ 500 Amortization expense recognized by operating segment is summarized below: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total For the three months ended December 31: 2022 $ 596 $ 832 $ 364 $ 13 $ 1,805 2021 $ 10 $ 139 $ 3 $ 1,052 1,204 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total For the six months ended December 31: 2022 $ 1,192 $ 1,683 $ 728 $ 13 $ 3,616 2021 $ 21 $ 752 $ 5 $ 1,077 1,855

Earnings Per Share

Earnings Per Share	6 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Earnings Per Share	17. Earning s Per Share (as restated) 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 December 31, Six Months Ended December 31, (in thousands, except for per share amounts) 2022 2021 2022 2021 Net (loss) income $ ( 130,182 ) $ 6,688 $ ( 128,824 ) $ 7,456 Less: loss allocable to noncontrolling interest ( 1,047 ) ( 15 ) ( 1,221 ) ( 40 ) Net (loss) income allocable to common shareholders $ ( 129,135 ) $ 6,703 $ ( 127,603 ) $ 7,496 Numerator – Basic EPS Net (loss) income allocable to common shareholders $ ( 129,135 ) $ 6,703 $ ( 127,603 ) $ 7,496 Net (loss) income allocated to common shareholders $ ( 129,135 ) $ 6,703 $ ( 127,603 ) $ 7,496 Numerator – Diluted EPS Net (loss) income allocated to common shareholders $ ( 129,135 ) $ 6,703 $ ( 127,603 ) $ 7,496 Net (loss) income allocated to common shareholders $ ( 129,135 ) $ 6,703 $ ( 127,603 ) $ 7,496 Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 58,941,899 60,461,611 58,880,529 60,461,611 Denominator – Diluted Common Shares Weighted average common shares - Diluted 58,941,899 60,461,611 58,880,529 60,461,611 Net (loss) income per share – basic: Common Shares $ ( 2.19 ) $ 0.11 $ ( 2.17 ) $ 0.12 Net (loss) income per share – diluted: Common Shares $ ( 2.19 ) $ 0.11 $ ( 2.17 ) $ 0.12 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 December 31, Six Months Ended December 31, 2022 2021 2022 2021 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 4,199,838 - 4,199,838 - Total 29,846,291 26,000,000 29,846,291 26,000,000

Subsequent Events

Subsequent Events	6 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	18. Subsequent Events ( as restated ) 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 ending March 31, 2023. On January 19, 2023, the Company amended its interest rate swap agreements with Bank of the West effective January 15, 2023, which had floating rates tied to LIBOR prior to the effective date, to align the floating rates to SOFR in accordance with the Company's Second A&R Loan and Security Agreement. 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. The total forfeitures amounted to $ 2.0 million dollars for the three months ending March 31, 2023. 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. 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 1, 2023, the Company laid off certain employees in order to cut costs and reduce redundancies in the workforce. Our expected cost savings, after taking into consideration employee termination costs of approximately $ 1.4 million, are $ 1.8 million. On March 2, 2023, the Company sold the Tenma vineyard, which was held for sale as of December 31, 2022, for net cash proceeds of approximately $ 11.0 million. On March 13, 2023, the Company exited its interest rate swap agreements with City National Bank resulting in a net cash inflow of approximately $ 6.3 million. On March 31, 2023, the Company entered into a lease agreement to lease a building to a third-party 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 on March 31, 2023, the Company sold certain equipment held at the leased premises for total consideration of $ 109 thousand. The building was vacated by the Company earlier in fiscal 2023 as part of a consolidation initiative. 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, the Company entered into an amendment to its Second A&R Loan and Security Agreement that adjusted the definition of certain financial covenants for the quarter ended March 31, 2023. On October 12, 2023, the Company entered into a fourth amendment to the Second Amended and Restated Loan and Security Agreement (the “Fourth Amendment”) by and among the Company, the Borrowers, the Lenders party thereto, and Agent. The Fourth Amendment, among other things: (i) waives certain existing events of default relating to the Company’s failure to comply with the financial covenants and financial reporting requirements set forth in the Credit Agreement for prior fiscal periods; (ii) reduces the aggregate revolving commitment and the aggregate delayed draw term loan commitment to $ 200,000,000 and $ 38,100,000 , respectively; (iii) replaces the maximum debt to capitalization financial covenant with a minimum adjusted EBITDA financial covenant of not less than (1) $ 4,000,000 for the fiscal quarter ending September 30, 2023, (2) $ 17,000,000 for the two fiscal quarter period ending December 31, 2023, (3) $ 27,000,000 for the three fiscal quarter period ending March 31, 2024, (4) $ 34,000,000 for the four fiscal quarter period ending June 30, 2024, and (5) $ 35,000,000 for each four fiscal quarter period ending thereafter; (iv) adds a minimum liquidity covenant of $ 25,000,000 (or, for fiscal quarters ending in December, $ 15,000,000 ), which applies only for the fiscal quarters ending September 30, 2023 through and including December 31, 2024 (the “Covenant Modification Period”); (v) suspends the minimum fixed charge coverage ratio covenant for the fiscal quarters ending September 30, 2023 through and including June 30, 2024 and provides for a step-down of the minimum fixed charge coverage ratio to 1.00:1.00 for the remainder of the Covenant Modification Period; (vi) adds an equity cure right for the Company in the event of future breaches of the financial covenants; (vii) reduces revolver availability by (1) $ 15,000,000 during the months of February through September of each year and (2) $ 10,000,000 during the months of October through January of each year; (viii) suspends the exercise of incremental facilities during the Covenant Modification Period; (ix) restricts all permitted acquisitions during the term of the credit facilities, unless previously approved by the required Lenders; (x) increases in the applicable margin for all credit facilities to 3.00 % for SOFR Loans and 2.00 % for ABR Loans, which margins will step-up further if certain prepayments of the Term Loans are not made by certain dates prescribed in the Amendment; (xi) adds additional mandatory prepayments of (1) $ 10,000,000 by no later than March 31, 2024, (2) an additional $ 10,000,000 by no later than June 30, 2024 and (3) an additional $ 25,000,000 by no later than December 31, 2024; (xii) adds additional mandatory prepayments in the event that the Borrowers maintain a cash balance in excess of $ 20,000,000 ; (xiii) permits additional sales of certain real property with an aggregate appraised value of approximately $ 60,000,000 , in addition to related personal property assets; and (xiv) adds certain additional reporting requirements to Agent and the Lenders.

Basis of Presentation and Sig_2

Basis of Presentation and Significant Accounting Policies (Policies)	6 Months Ended
	Dec. 31, 2022
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements include the accounts of all majority-owned or controlled subsidiaries, and all significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively. References to the "Company," "we," "our," "us," and similar pronouns in this Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 (this "Form 10-Q") refer to Vintage Wine Estates, Inc., a Nevada corporation, and its majority owned subsidiaries or controlled subsidiaries unless the context requires otherwise. Our fiscal year ends on June 30. References to fiscal 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 constraints 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 unaudited condensed consolidated financial statements have been included in this Form 10-Q/A. Except as disclosed elsewhere in this Form 10-Q/A, 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, 2023, filed with the SEC on October 13, 2023. The June 30, 2022 condensed consolidated balance sheet was derived from the audited consolidated financial statements as of that date.
Use of Estimates	Use of Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Significant estimates include, but are not limited to depletion allowance, allowance for credit losses, 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, the estimated fair value of long-term debt, the valuation of interest rate swaps, contingent consideration, common stock, stock-based compensation, accounting for income taxes and net assets held for sale. Actual results could differ materially from those estimates.
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) December 31, 2022 June 30, 2022 As Restated Cash and cash equivalents $ 41,693 $ 44,758 Restricted cash - 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 41,693 $ 49,558 In connection with the amended and restated 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 were satisfied.
Accounts Receivable and Allowance for Credit Losses	Accounts Receivable and Allowance for Credit Losses The Company adopted Accounting Standards Update ("ASU") ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) and its related amendments as of July 1, 2022, see “Recently Adopted Accounting Pronouncements” below. Accounts receivable are recorded at the invoiced amount. We consider an account past due on the first day following its due date. We monitor past due accounts periodically and establish appropriate reserves to cover expected losses, and consider historical experience, the current economic environment, customer credit ratings or bankruptcies and reasonable and supportable forecasts to develop our allowance for expected credit losses. We review these factors quarterly to determine if any adjustments are needed to the allowance. Account balances are written-off against the established allowance when we feel it is probable the receivable will not be recovered. The provision for credit losses for the periods ended December 31, 2022 and June 30, 2022, was $ 0.5 million and $ 0.4 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 receivables and other miscellaneous receivables.
Disaggregation Of Revenue	Disaggregation of Revenue The following table summarizes revenue by geographic region: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 (in thousands) As Restated As Restated United States $ 77,644 $ 81,977 $ 155,187 $ 136,475 International 757 1,634 1,294 3,171 Total net revenue $ 78,401 $ 83,611 $ 156,481 $ 139,646 The following table provides a disaggregation of revenue based on the pattern of revenue recognition: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 (in thousands) As Restated As Restated Point in time $ 68,823 $ 68,124 $ 134,202 $ 115,294 Over a period of time 9,578 15,487 22,279 24,352 Total net revenue $ 78,401 $ 83,611 $ 156,481 $ 139,646
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 December 31, 2022 and June 30, 2022, we had $ 43.2 million and $ 49.0 million respectively, in major financial institutions in excess of FDIC insurance limits. We sell the majority of our wine through U.S. distributors and the direct-to-consumer channel. Receivables arising from these sales are not collateralized. We attempt to limit our credit risk by performing ongoing credit evaluations of our customers and maintaining adequate allowances for potential credit losses. The following table summarizes customer concentration of: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Revenue as a percent of total revenue Customer A * 15.9 % 18.8 % 19.8 % Customer B * * * 10.2 % Customer C * 13.1 % * 11.4 % Customer D * * * * Customer E * * * * The following table summarizes customer concentration of: December 31, 2022 June 30, 2022 Receivables as a percent of total receivables Customer A 34.9 % 26.0 % Customer B * * Customer C * * Customer D 10.2 % * Customer E 20.7 % * * Customer revenue or receivables did not exceed 10% in the respective periods. Revenue for sales from Customer A is included within the Wholesale and Business-to-Business segments, Customer B is included within the Business-to-Business segment, Customer C is included within the Business-to-Business segment, Customer D is included within the Wholesale segment, and Customer E is included within the Business-to-Business segment.
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.
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 10.
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.
Casualty Gains	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. In fiscal 2023, we received an additional $ 1.4 million. The gain on litigation proceeds consists of payments we received from our insurer.
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 Interim Chief Executive Officer, allocates resources and assesses performance based upon discrete financial information at the segment level.
Earnings Per Share	Earnings Per Share Basic net income (loss) per share is calculated by dividing the net income (loss) allocable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For purposes of the calculation of diluted net income (loss) per share, stock options warrants to purchase common stock, and restrictive stock units are considered potentially dilutive securities but are excluded from the calculation of diluted net income (loss) per share when their effect is antidilutive. As a result, in certain periods, diluted net loss per share is the same as the basic net loss per share for the periods presented. The Company does not pay dividends or have participating shares outstanding.
Emerging Growth Company Status	Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements In 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 December 31, 2022 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. In connection with the restatement, the Company has reclassified the deferred gain related to a previous sale and leaseback of $ 10.7 million to retained earnings. Refer to Note 2. Further, 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 10. 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.

Basis of Presentation and Sig_3

Basis of Presentation and Significant Accounting Policies (Tables)	6 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash	The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet that sums to the total of the same such amounts as shown in the condensed consolidated statement of cash flows: (in thousands) December 31, 2022 June 30, 2022 As Restated Cash and cash equivalents $ 41,693 $ 44,758 Restricted cash - 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 41,693 $ 49,558
Summary of Revenue by Segment and Region	The following table summarizes revenue by geographic region: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 (in thousands) As Restated As Restated United States $ 77,644 $ 81,977 $ 155,187 $ 136,475 International 757 1,634 1,294 3,171 Total net revenue $ 78,401 $ 83,611 $ 156,481 $ 139,646
Summary of Disaggregation of Revenue	The following table provides a disaggregation of revenue based on the pattern of revenue recognition: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 (in thousands) As Restated As Restated Point in time $ 68,823 $ 68,124 $ 134,202 $ 115,294 Over a period of time 9,578 15,487 22,279 24,352 Total net revenue $ 78,401 $ 83,611 $ 156,481 $ 139,646
Schedules of Customer Concentration Risk	The following table summarizes customer concentration of: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Revenue as a percent of total revenue Customer A * 15.9 % 18.8 % 19.8 % Customer B * * * 10.2 % Customer C * 13.1 % * 11.4 % Customer D * * * * Customer E * * * * The following table summarizes customer concentration of: December 31, 2022 June 30, 2022 Receivables as a percent of total receivables Customer A 34.9 % 26.0 % Customer B * * Customer C * * Customer D 10.2 % * Customer E 20.7 % * * Customer revenue or receivables did not exceed 10% in the respective periods.

Restatement, Reclassification_2

Restatement, Reclassification and Revision of Previously Issued Condensed Consolidated Financial Statements (Tables)	6 Months Ended
	Dec. 31, 2022
Accounting Changes and Error Corrections [Abstract]
Schedule of Restatement, Reclassification and Revision of Previously Issued Condensed Consolidated Financial Statements	Regarding our previously reported unaudited condensed consolidated balance sheet as of December 31, 2022, the following table presents the adjustme nt 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 of the deferred gain for the six months ended December 31, 2022 of $ 0.7 million. In addition, the Company is adjusting for certain immaterial out-of-period items, reclassifications and other adjustments including but not limited to: (i) $ 2.8 million reclassification between cash and cash equivalents and accounts payable for classification of outstanding checks; (ii) $ 1.6 million adjustment to inventories and retained earnings due to incorrect inventory turns used to calculate overhead absorption on custom production; (iii) $ 4.1 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. (iv) $ 12.2 million adjustment to retained earnings related to the $ 10.7 million reclass from deferred gain noted above, $ 2.3 million current period change in net income as well as prior year increase in accumulated deficit 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 arising from the incorrect classification of assets as part of historical purchase price allocations. CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) December 31, 2022 (in thousands) As Previously Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 44,506 $ ( 2,813 ) $ 41,693 Other receivables 1,112 ( 312 ) 800 Inventories 198,706 ( 1,647 ) 197,059 Total current assets 317,235 ( 4,772 ) 312,463 Property, plant, and equipment, net 220,767 ( 348 ) 220,419 Intangible assets, net 47,144 ( 102 ) 47,042 Total assets 665,564 ( 5,222 ) 660,342 Current liabilities: Accounts payable 27,821 ( 2,814 ) 25,007 Accrued liabilities and other payables 26,782 220 27,002 Current maturities of long-term debt 204,182 ( 187,702 ) 16,480 Total current liabilities 385,485 ( 190,296 ) 195,189 Long-term debt, less current maturities - 187,702 187,702 Deferred tax liability 7,447 2,580 10,027 Deferred gain 10,449 ( 10,449 ) - Total liabilities 436,669 ( 10,463 ) 426,206 Redeemable noncontrolling interest 260 ( 1 ) 259 Stockholders' equity: Additional paid-in capital 385,728 ( 4,087 ) 381,641 Accumulated Deficit ( 130,441 ) 9,498 ( 120,943 ) Total Vintage Wine Estates, Inc. stockholders' equity 229,253 5,411 234,664 Noncontrolling interests ( 618 ) ( 169 ) ( 787 ) Total stockholders' equity 228,635 5,242 233,877 Total liabilities, redeemable noncontrolling interest, and stockholders' equity 665,564 ( 5,222 ) 660,342 Regarding the previously reported unaudited condensed consolidated statement of operations for the three and six months ended December 31, 2022, the following table presents t he impact of the restatement of $ 0.7 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) for the six months ended December 31, 2022, $ 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) for the six months ended December 31, 2022, a $ 1.6 million adjustment to selling, general and administrative expense due to a non-recurring adjustment for historical acquisitions; (iii) for the three and six months ended December 31, 2022, $ 1.1 million and $ 2.3 million adjustments 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; (iv) for the three and six months ended December 31, 2022, a $ 1.2 million adjustment to intangible assets, due to impairment recognized in 2022; (v) for the three and six months ended December 31, 2022, a $ 3.5 million adjustment to correct the loss on sale related to the partial disposition of Laetitia Vineyard and Wineries land. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) Three Months Ended December 31, 2022 Six Months Ended December 31, 2022 (in thousands, except share and per share amounts) As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Net revenue Wine, spirits and cider $ 53,298 $ 408 $ 53,706 $ 104,717 1,259 $ 105,976 Total net revenue 77,993 408 78,401 155,222 1,259 156,481 Cost of revenue Wine, spirits and cider 36,039 616 36,655 70,670 ( 994 ) 69,676 Nonwine 16,283 ( 283 ) 16,000 31,221 308 31,529 Total cost of revenue 52,322 333 52,655 101,891 ( 686 ) 101,205 Gross profit 25,671 75 25,746 53,331 1,945 55,276 Selling, general, and administrative expenses 33,225 ( 1,086 ) 32,139 66,932 ( 3,344 ) 63,588 Intangible assets impairment losses 13,823 ( 1,180 ) 12,643 13,823 ( 1,180 ) 12,643 Gain on remeasurement of contingent liability ( 3,474 ) - ( 3,474 ) ( 2,648 ) ( 641 ) ( 3,289 ) Gain on sale leaseback 117 ( 117 ) - ( 217 ) 217 - Loss on sale of property, plant, and equipment 470 3,960 4,430 352 4,078 4,430 Loss from operations ( 145,580 ) ( 1,502 ) ( 147,082 ) ( 153,282 ) 2,815 ( 150,467 ) Loss before provision for income taxes ( 152,332 ) ( 1,502 ) ( 153,834 ) ( 153,817 ) 2,815 ( 151,002 ) Income tax (benefit) provision ( 21,709 ) ( 1,943 ) ( 23,652 ) ( 22,558 ) 380 ( 22,178 ) Net loss ( 130,623 ) 441 ( 130,182 ) ( 131,259 ) 2,435 ( 128,824 ) Net loss attributable to the noncontrolling interests ( 1,046 ) ( 1 ) ( 1,047 ) ( 1,389 ) 168 ( 1,221 ) Net loss attributable to common stockholders ( 129,577 ) 442 ( 129,135 ) ( 129,870 ) 2,267 ( 127,603 ) Net loss per share allocable to common stockholders Basic $ ( 2.20 ) $ 0.01 $ ( 2.19 ) $ ( 2.20 ) $ 0.03 $ ( 2.17 ) Diluted $ ( 2.20 ) $ 0.01 $ ( 2.19 ) $ ( 2.20 ) $ 0.03 $ ( 2.17 ) The following table presents the impact of the adjustments and reclassifications discussed above on the unaudited condensed consolidated cash flow statement for the six months ending December 31, 2022 : CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended December 31, 2022 (in thousands) As Previously Reported Adjustments As Restated Cash flows from operating activities Net loss $ ( 131,259 ) $ 2,435 $ ( 128,824 ) Adjustments to reconcile net loss to net cash from operating activities: Depreciation 7,308 548 7,856 Amortization expense 3,962 ( 220 ) 3,742 Amortization of deferred loan fees and line of credit fees - 220 220 Goodwill and intangible assets impairment losses 139,108 ( 1,180 ) 137,928 Remeasurement of contingent consideration liabilities ( 2,648 ) ( 641 ) ( 3,289 ) Stock-based compensation expense 8,979 ( 2,289 ) 6,690 Provision for inventory reserve - 497 497 Deferred income tax benefit ( 22,532 ) 320 ( 22,212 ) Loss on disposition of assets 352 4,078 4,430 Deferred gain on sale leaseback ( 217 ) 217 - Deferred Rent ( 2,079 ) 2,079 - Change in operating assets and liabilities (net of effect of business combinations): Accounts receivable 1,808 ( 323 ) 1,485 Other receivables 2,754 312 3,066 Inventories ( 4,904 ) 67 ( 4,837 ) Prepaid expenses and other current assets ( 10,659 ) ( 1,527 ) ( 12,186 ) Accounts payable 11,529 472 12,001 Accrued liabilities and other payables 4,334 ( 2,253 ) 2,081 Net change in lease assets and liabilities 1,511 ( 2,079 ) ( 568 ) Net cash provided by (used in) operating activities 317 733 1,050 Cash flows from financing activities Payment of deferred financing costs ( 2,352 ) 377 ( 1,975 ) Outstanding checks in excess of cash 2,345 ( 2,812 ) ( 467 ) Loan fees - ( 377 ) ( 377 ) Net cash used in financing activities ( 6,483 ) ( 2,812 ) ( 9,295 ) Net change in cash, cash equivalents and restricted cash ( 5,786 ) ( 2,079 ) ( 7,865 ) Cash, cash equivalents and restricted cash, beginning of period 50,292 ( 734 ) 49,558 Cash, cash equivalents and restricted cash, end of period 44,506 ( 2,813 ) 41,693 Supplemental cash flow information Noncash investing and financing activities: Increase in finance lease assets and liabilities upon adoption of ASC 842 759 ( 692 ) 67 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 well as prior year accumulated deficit increase 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 and six months ending December 31, 2021, including but not limited to a $ 3.2 million and $ 6.3 million, respectively, 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 December 31, 2021 Six Months Ended December 31, 2021 (in thousands, except share and per share amounts) As Reported Adjustments As Revised As Reported Adjustments As Revised Wine, spirits and cider $ 70,146 $ - $ 70,146 $ 106,433 $ 348 $ 106,781 Total net revenues 83,611 - 83,611 139,298 348 139,646 Wine, spirits and cider 39,076 3,508 42,584 59,664 6,640 66,304 Total cost of revenues 45,148 3,508 48,656 77,398 6,640 84,038 Gross profit 38,463 ( 3,508 ) 34,955 61,900 ( 6,292 ) 55,608 Selling, general, and administrative expenses 24,789 ( 244 ) 24,545 41,772 ( 249 ) 41,523 Loss on remeasurement of contingent liability - - - - 155 155 Income from operations 12,721 ( 3,264 ) 9,457 18,864 ( 6,198 ) 12,666 Net unrealized gain on interest rate swap agreements 2,636 711 3,347 4,029 890 4,919 Total other income (expense), net ( 908 ) 711 ( 197 ) ( 3,079 ) 890 ( 2,189 ) Income before provision for income taxes 11,813 ( 2,553 ) 9,260 15,785 ( 5,308 ) 10,477 Income tax provision 3,261 ( 689 ) 2,572 4,454 ( 1,433 ) 3,021 Net income 8,552 ( 1,864 ) 6,688 11,331 ( 3,875 ) 7,456 Net income (loss) attributable to the noncontrolling interests ( 40 ) 25 ( 15 ) ( 65 ) 25 ( 40 ) Net income attributable to Vintage Wine Estates, Inc. 8,592 ( 1,889 ) 6,703 11,396 ( 3,900 ) 7,496 Net income allocable to common stockholders $ 8,592 ( 1,889 ) $ 6,703 $ 11,396 ( 3,900 ) $ 7,496 Net earnings (loss) per share allocable to common stockholders Basic $ 0.14 ( 0.03 ) $ 0.11 $ 0.19 ( 0.07 ) $ 0.12 Diluted $ 0.14 ( 0.03 ) $ 0.11 $ 0.19 ( 0.07 ) $ 0.12 The following table presents the impact of the adjustments and reclassifications discussed above on the unaudited condensed consolidated cash flow statement for the six months ending December 31, 2021: CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended December 31, 2021 (in thousands) As Reported Adjustments As Revised Cash flows from operating activities Net income $ 11,331 $ ( 3,875 ) $ 7,456 Adjustments to reconcile net income to net cash from operating activities: Depreciation 9,670 ( 4,085 ) 5,585 Amortization expense 440 1,415 1,855 Amortization of deferred loan fees and line of credit fees - 333 333 Remeasurement of contingent consideration liabilities - 155 155 Net unrealized gain on interest rate swap agreements ( 4,029 ) ( 890 ) ( 4,919 ) (Benefit) provision for deferred income tax ( 6,030 ) ( 1,749 ) ( 7,779 ) Change in operating assets and liabilities (net of effect of business combinations): Inventories 2,656 7,962 10,618 Accrued liabilities and other payables 8,899 1,569 10,468 Other - ( 836 ) ( 836 ) Net cash used in operating activities ( 5,623 ) - ( 5,623 ) Cash paid during the period for: Interest 6,146 ( 135 ) 6,011 Income taxes 189 ( 1,433 ) ( 1,244 )

Business Combinations (Tables)

Business Combinations (Tables)	6 Months Ended
	Dec. 31, 2022
Vinesse, LLC
Business Acquisition [Line Items]
Summary of Allocation of Purchase Price to Fair Value of Assets Acquired	The allocation of the consideration for the net assets acquired from the acquisition of Vinesse were as follows: (in thousands) Sources of financing Cash $ 14,000 Accrued other 600 Contingent consideration 2,400 Fair value of consideration 17,000 Assets acquired: Fixed assets 121 Inventory 2,502 Trade Names and Trademarks 1,200 Customer relationships 3,700 Total identifiable assets acquired 7,523 Goodwill $ 9,477
ACE Cider
Business Acquisition [Line Items]
Summary of Allocation of Purchase Price to Fair Value of Assets Acquired	The allocation of the consideration for the net assets acquired from the acquisition of ACE Cider were as follows: (in thousands) Sources of financing Cash $ 46,880 Accrued other 60 Contingent consideration 500 Fair value of consideration 47,440 Assets acquired: Fixed assets 4,205 Inventory 1,350 Trademarks 6,600 Customer relationships 14,300 Deferred tax liability ( 6,554 ) Total identifiable assets acquired 19,901 Goodwill $ 27,539
Meier's Wine Cellars, Inc
Business Acquisition [Line Items]
Summary of Allocation of Purchase Price to Fair Value of Assets Acquired	The preliminary allocation of the consideration for the net assets acquired from the acquisition of Meier's were as follows: (in thousands) Sources of financing Cash $ 12,500 Shares of common stock 10,521 Contingent consideration 4,900 Settlement of pre-existing relationship ( 125 ) Fair value of consideration 27,796 Assets acquired: Accounts receivable 3,669 Fixed assets 12,859 Inventory 4,280 Other assets 356 Trademarks 700 Customer relationships 6,400 Accounts payable and accrued expenses ( 2,682 ) Deferred tax liability ( 6,033 ) Total identifiable assets acquired 19,549 Goodwill $ 8,247

Inventory (Tables)

Inventory (Tables)	6 Months Ended
	Dec. 31, 2022
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventory consists of the following: (in thousands) December 31, 2022 June 30, 2022 Bulk wine, spirits and cider $ 99,785 $ 88,978 Bottled wine, spirits and cider 78,557 86,785 Bottling and packaging supplies 17,439 16,328 Nonwine inventory 1,278 831 Total inventories $ 197,059 $ 192,922

Assets Held for Sale (Tables)

Assets Held for Sale (Tables)	6 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]
Schedule of Carrying Amounts of Assets Held for Sale	The carrying amounts of assets held for sale consists of the following: (in thousands) December 31, 2022 Tenma vineyards land held for sale $ 5,403 Tamarack Cellars property, plant and equipment held for sale 2,722 Less accumulated depreciation and amortization ( 2,532 ) Total assets held for sale $ 5,593

Property, Plant and Equipment (

Property, Plant and Equipment (Tables)	6 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule of Property, Plant and Equipment	Property, plant, and equipment consists of the following: December 31, 2022 June 30, 2022 (in thousands) As Restated Buildings and improvements 142,161 $ 139,223 Land 31,073 46,632 Machinery and equipment 79,692 77,676 Cooperage 9,634 10,165 Vineyards 10,623 12,860 Furniture and fixtures 1,772 1,754 274,955 288,310 Less accumulated depreciation and amortization ( 71,454 ) ( 66,987 ) 203,501 221,323 Construction in progress 16,918 17,396 $ 220,419 $ 238,719

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	6 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Goodwill by Segment	The following is a rollforward of the Company's goodwill by segment: Wholesale Direct-to-Consumer Business-to-Business Total (in thousands) Balance at June 30, 2022 $ 116,304 $ 29,666 $ 8,981 $ 154,951 Goodwill Impairment $ ( 116,304 ) $ - $ ( 8,981 ) $ ( 125,285 ) Balance at December 31, 2022 $ - $ 29,666 $ - $ 29,666
Schedule of Components of Finite-Lived Intangible Assets, Accumulated Amortization, and Indefinite-Lived Assets	The following tables summarize other intangible assets by class: December 31, 2022 (in thousands) Gross Accumulated Accumulated Impairment Losses Net Intangible Weighted Average Remaining Amortization Period (in years) Indefinite-life intangibles As Restated As Restated As Restated Trade names and trademarks $ 28,922 $ - $ ( 12,643 ) $ 16,279 N/A Winery use permits 6,750 - - 6,750 N/A Total Indefinite-life intangibles 35,672 - ( 12,643 ) 23,029 Definite-life intangibles Customer and Sommelier relationships 30,700 ( 8,126 ) - 22,574 4.0 Trade names and trademarks 1,900 ( 461 ) - 1,439 3.5 Total definite-life intangibles 32,600 ( 8,587 ) - 24,013 Total other intangible assets $ 68,272 $ ( 8,587 ) $ ( 12,643 ) $ 47,042 June 30, 2022 (in thousands) Gross Accumulated Accumulated Impairment Losses Net Intangible Weighted Average Remaining Amortization Period (in years) Indefinite-life intangibles Trade names and trademarks $ 30,203 $ - $ ( 1,281 ) $ 28,922 N/A Winery use permits 6,750 - - 6,750 N/A Total Indefinite-life intangibles 36,953 - ( 1,281 ) 35,672 Definite-life intangibles Customer and Sommelier relationships 30,700 ( 4,922 ) - 25,778 4.4 Trade names and trademarks 1,900 ( 253 ) - 1,647 3.5 Total definite-life intangibles 32,600 ( 5,175 ) - 27,425 Total other intangible assets $ 69,553 $ ( 5,175 ) $ ( 1,281 ) $ 63,097
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 % 3.0 % 5.0 % 10.0 x 14.0 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 December 31, 2022, estimated future amortization expense for definite-lived assets is as follows: (in thousands) 2023 remaining $ 3,411 2024 6,811 2025 5,291 2026 4,527 2027 3,179 Thereafter 794 Total estimated amortization expense $ 24,013

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	6 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
Schedule Of Accrued Liabilities	The major classes of accrued liabilities are summarized as follows: (in thousands) December 31, 2022 June 30, 2022 Accrued purchases $ 8,190 $ 6,728 Accrued employee compensation 6,160 5,580 Other accrued expenses 5,024 8,867 Non related party accrued interest expense 735 429 Contingent consideration 2,748 2,710 Unearned income 602 642 Captive insurance liabilities 3,543 2,041 Total Accrued liabilities and other payables $ 27,002 $ 26,997

Long-Term and Other Short-Ter_2

Long-Term and Other Short-Term Obligations (Tables)	6 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Summary of Long-term and Other Short-term Obligations	The following table summarizes long-term and other short-term obligations: (in thousands) December 31, 2022 June 30, 2022 Note to a bank with interest at LIBOR ( 1.76 %) at September 30, 2022 plus 1.75 %; payable in quarterly installments of $ 1,180 principal with applicable interest; 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 ( 4.30 %) at December 31, 2022 plus 2.35 %; payable in quarterly installments of $ 1,546 principal with applicable interest; matures in December 2027 ; secured by specific assets of the Company. 154,590 - 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, $ 14,365 at SOFR ( 4.30 %) at December 31, 2022 plus 2.35 %, $ 801 payable at Alternate Base Rate ABR ( 7.50 % at December 31, 2022) plus Prime ( 1.25 %), with draw expiring June 2027. 15,166 - Equipment Term Loan payable, $ 3,932 at SOFR ( 4.30 %) at December 31, 2022 plus 2.35 %, $ 250 at Alternate Base Rate (ABR) ( 7.50 % at December 31, 2022) plus Prime ( 1.25 %), with draw expiring December 2026. 4,182 - Note to a bank with interest fixed at 3.6 %, payable in monthly installments of $ 60 principal with applicable interest; matures in April 2023 . 240 593 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with March 2024 . 896 1,246 Delayed Draw Term Loan ("DDTL") with interest at LIBOR ( 2.32 %) at September 2022 plus 1.75 %, payable in quarterly installments of $ 1,260 starting March 2022. Extinguished and refinanced in December 2022. - 65,882 Delayed Draw Term Loan ("DDTL") $ 29,818 ,with interest at SOFR ( 4.30 %) at December 2022 plus 2.35 %, $ 818 at Alternate Base Rate (ABR) ( 7.50 % at December 31, 2022) plus Prime ( 1.25 %), payable in quarterly installments starting March 2023. Matures in December 2027. 30,636 - 205,710 185,289 Less current maturities ( 16,480 ) ( 14,909 ) Less unamortized deferred financing costs ( 1,528 ) ( 1,285 ) $ 187,702 $ 169,095
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: Remaining 2023 $ 9,292 2024 14,199 2025 13,658 2026 13,658 2027 13,038 Thereafter 141,865 $ 205,710

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Summary of Fair Value Assets and Liabilities Measured on Recurring Basis	The following tables present assets and liabilities measured at fair value on a recurring basis: December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 27,511 $ - $ - $ 27,511 Interest rate swaps (1) - 17,423 - 17,423 Total $ 27,511 $ 17,423 $ - $ 44,934 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 5,533 $ 5,533 Total $ - $ - $ 5,533 $ 5,533 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) $ - $ - $ 9,156 $ 9,156 Total $ - $ - $ 9,156 $ 9,156
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): Contingent (in thousands) As Restated Balance at June 30, 2022 $ 9,156 Acquisitions - Payments ( 334 ) Change in fair value ( 3,289 ) Balance at December 31, 2022 5,533 Less: current portion ( 2,748 ) Long term portion $ 2,785

Leases (Tables)

Leases (Tables)	6 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Schedule of Components of Lease Expense	The following table summarizes the components of lease expense: Three Months Ended Six Months Ended (in thousands) December 31, 2022 December 31, 2022 Operating lease expense $ 1,750 $ 3,558 Finance lease expense Amortization of right-of-use assets 69 139 Interest on lease liabilities 8 17 Total finance lease expense 77 156 Variable lease expense 320 477 Short-term lease expense 35 70 Total lease expense $ 2,182 $ 4,261
Schedule of Supplemental Balance Sheet Items Related to Leases	The following table summarizes supplemental balance sheet items related to leases: (in thousands) December 31, 2022 Operating Leases Operating lease right-of-use assets $ 34,878 Current portion of operating lease liabilities 6,429 Long-term operating lease liabilities 29,960 Total operating lease liabilities 36,389 Finance Leases Finance lease right-of-use assets 620 Current portion of finance lease liabilities 263 Long-term finance lease liabilities 363 Total finance lease liabilities $ 626
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 6.4 Finance leases 2.6 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 December 31, 2022 are as follows: (in thousands) Operating Leases Finance Leases Remaining fiscal 2023 $ 3,533 $ 144 2024 7,030 285 2025 6,606 157 2026 6,563 80 2027 6,210 - 2028 and thereafter 12,550 - Total lease payments 42,492 666 Less imputed interest ( 6,103 ) ( 40 ) Present value of lease liabilities 36,389 626 Current portion of lease liabilities ( 6,429 ) ( 263 ) Total long term lease liabilities $ 29,960 $ 363 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.

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	6 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Schedule of Reserved Shares Stock on Converted Basis	We had reserved shares of stock, on an as-if converted basis, for issuance as follows: December 31, 2022 June 30, 2022 Warrants 25,646,453 25,818,247 Earnout shares 5,726,864 5,726,864 Total 31,373,317 31,545,111
Schedule of Share-Based Compensation Expense	The following table provides total stock-based compensation expense by award type: Three Months Ended Six Months Ended (in thousands) December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 As Restated As Restated Stock option awards $ 475 $ - $ 964 $ - Restricted stock units 2,775 - 5,726 - Total stock-based compensation $ 3,250 $ - $ 6,690 $ -
Summary of Stock Options Activity	The following table presents a summary of stock option activity under the 2021 Plan: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2022 3,503,527 $ 10.50 8.7 $ - Granted 782,061 10.50 9.9 - Exercised - - - Forfeited or cancelled ( 85,750 ) 10.50 - Outstanding at December 31, 2022 4,199,838 $ 10.50 8.9 $ -
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 412,237 3.79 Vested ( 755,880 ) 8.20 Forfeited or cancelled - - Outstanding at December 31, 2022 1,558,425 $ 6.96
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) December 31, 2022 Balance at September 30, 2022 3,225,441 Repurchases of common stock - Repurchases of warrants - Balance at December 31, 2022 3,225,441 Six Months Ended (in thousands) December 31, 2022 Balance at June 30, 2022 3,053,447 Repurchases of common stock - Repurchases of warrants 171,994 Balance at December 31, 2022 3,225,441

Commitments and Contingent Li_2

Commitments and Contingent Liabilities and Litigation (Tables)	6 Months Ended
	Dec. 31, 2022
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 2023 $ 4,390 2024 19,956 2025 17,408 $ 41,754

Segments (Tables)

Segments (Tables)	6 Months Ended
	Dec. 31, 2022
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 December 31, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total Segment Results Net revenue $ 23,083 $ 26,472 $ 28,814 $ 32 $ 78,401 Income (loss) from operations $ ( 126,896 ) $ 1,424 $ ( 1,167 ) $ ( 20,443 ) $ ( 147,082 ) Three Months Ended December 31, 2021 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total Segment Results Net revenue $ 22,171 $ 34,806 $ 25,225 $ 1,409 $ 83,611 Income (loss) from operations $ 4,204 $ 10,523 $ 7,255 $ ( 12,525 ) $ 9,457 Six Months Ended December 31, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total Segment Results Net revenue $ 47,070 $ 46,464 $ 62,994 $ ( 47 ) $ 156,481 Income (loss) from operations $ ( 124,608 ) $ 3,393 $ 9,366 $ ( 38,618 ) $ ( 150,467 ) Six Months Ended December 31, 2021 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total Segment Results Net revenue $ 38,374 $ 50,069 $ 49,692 $ 1,511 $ 139,646 Income (loss) from operations $ 7,245 $ 12,554 $ 13,484 $ ( 20,617 ) $ 12,666
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 Other Total For the three months ended December 31: 2022 $ ( 25 ) $ 299 $ 232 $ 491 $ 997 2021 $ - 200 $ - $ - $ 200 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total For the six months ended December 31: 2022 $ 13 $ 590 $ 467 $ 941 $ 2,011 2021 $ - 500 $ - $ - $ 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 Other Total For the three months ended December 31: 2022 $ 596 $ 832 $ 364 $ 13 $ 1,805 2021 $ 10 $ 139 $ 3 $ 1,052 1,204 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total For the six months ended December 31: 2022 $ 1,192 $ 1,683 $ 728 $ 13 $ 3,616 2021 $ 21 $ 752 $ 5 $ 1,077 1,855

Earnings Per Share (Tables)

Earnings Per Share (Tables)	6 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders	The following table reconciles the number of common shares used to compute basic and diluted earnings per share attributable to Vintage Wine Estates, Inc., shareholders: Three Months Ended December 31, Six Months Ended December 31, (in thousands, except for per share amounts) 2022 2021 2022 2021 Net (loss) income $ ( 130,182 ) $ 6,688 $ ( 128,824 ) $ 7,456 Less: loss allocable to noncontrolling interest ( 1,047 ) ( 15 ) ( 1,221 ) ( 40 ) Net (loss) income allocable to common shareholders $ ( 129,135 ) $ 6,703 $ ( 127,603 ) $ 7,496 Numerator – Basic EPS Net (loss) income allocable to common shareholders $ ( 129,135 ) $ 6,703 $ ( 127,603 ) $ 7,496 Net (loss) income allocated to common shareholders $ ( 129,135 ) $ 6,703 $ ( 127,603 ) $ 7,496 Numerator – Diluted EPS Net (loss) income allocated to common shareholders $ ( 129,135 ) $ 6,703 $ ( 127,603 ) $ 7,496 Net (loss) income allocated to common shareholders $ ( 129,135 ) $ 6,703 $ ( 127,603 ) $ 7,496 Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 58,941,899 60,461,611 58,880,529 60,461,611 Denominator – Diluted Common Shares Weighted average common shares - Diluted 58,941,899 60,461,611 58,880,529 60,461,611 Net (loss) income per share – basic: Common Shares $ ( 2.19 ) $ 0.11 $ ( 2.17 ) $ 0.12 Net (loss) income per share – diluted: Common Shares $ ( 2.19 ) $ 0.11 $ ( 2.17 ) $ 0.12
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 December 31, Six Months Ended December 31, 2022 2021 2022 2021 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 4,199,838 - 4,199,838 - Total 29,846,291 26,000,000 29,846,291 26,000,000

Basis of Presentation and Sig_4

Basis of Presentation and Significant Accounting Policies - Additional information (Details) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) Segment	Dec. 31, 2021 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)
Subsidiary Sale Of Stock [Line Items]
Annualised operating income	$ (147,082)	$ 9,457	$ (150,467)	$ 12,666
Restricted Cash	0		0			$ 4,800
Amortization expense			3,742	1,855
Cash deposited FDIC insurance limits	43,200		43,200			49,000
Insurance claim settlement amount received					$ 1,400	2,700	$ 3,800
Provision of doubtful accounts	500		$ 500			400
Number of reporting segments | Segment			3
ROU assets Deferred rent reclassification						2,100
ROU assets Prepaid rent reclassification						400
Operating Lease Payments			$ 39,200
Deferred gain loss on sale leaseback			0	667
Right Of Use Assets Recognized						$ 37,600
Adjustments
Subsidiary Sale Of Stock [Line Items]
Annualised operating income	(1,502)	$ (3,264)	(2,815)	(6,198)
Amortization expense			(220)	$ 1,415
Deferred gain loss on sale leaseback	10,700		(217)
Retained Earnings [Member] | Adjustments
Subsidiary Sale Of Stock [Line Items]
Deferred gain loss on sale leaseback	10,700		7,800
Loan And Security Agreement [Member]
Subsidiary Sale Of Stock [Line Items]
Cash collateral for borrowed securities	$ 4,800		$ 4,800

Basis of Presentation and Sig_5

Basis of Presentation and Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 41,693	$ 44,758
Restricted Cash	0	4,800
Total cash, cash equivalents and restricted cash as shown in the statement of cash flows	$ 41,693	$ 49,558	$ 81,745	$ 123,679

Basis of Presentation and Sig_6

Basis of Presentation and Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Disaggregation Of Revenue [Line Items]
Total net revenue	$ 78,401	$ 83,611	$ 156,481	$ 139,646
United States
Disaggregation Of Revenue [Line Items]
Total net revenue	77,644	81,977	155,187	136,475
International
Disaggregation Of Revenue [Line Items]
Total net revenue	$ 757	$ 1,634	$ 1,294	$ 3,171

Basis of Presentation and Sig_7

Basis of Presentation and Significant Accounting Policies - Summary of Disaggregation of Revenue Recognized (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Disaggregation Of Revenue [Line Items]
Total net revenue	$ 78,401	$ 83,611	$ 156,481	$ 139,646
Point in Time
Disaggregation Of Revenue [Line Items]
Total net revenue	68,823	68,124	134,202	115,294
Over a period of Time
Disaggregation Of Revenue [Line Items]
Total net revenue	$ 9,578	$ 15,487	$ 22,279	$ 24,352

Basis of Presentation and Sig_8

Basis of Presentation and Significant Accounting Policies - Schedules of Customer Concentration Risk (Details) - Customer Concentration	3 Months Ended	6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022
Customer A | Revenue
Concentration Risk [Line Items]
Concentration risk percentage	15.90%	18.80%	19.80%
Customer A | Receivables
Concentration Risk [Line Items]
Concentration risk percentage		34.90%		26%
Customer B | Revenue
Concentration Risk [Line Items]
Concentration risk percentage			10.20%
Customer C | Revenue
Concentration Risk [Line Items]
Concentration risk percentage	13.10%		11.40%
Customer D | Receivables
Concentration Risk [Line Items]
Concentration risk percentage		10.20%
Customer E | Receivables
Concentration Risk [Line Items]
Concentration risk percentage		20.70%

Restatement of Previously Issue

Restatement of Previously Issued Condensed Consolidated Financial - Additional Information (Details) - USD ($)		3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Retained Earnings (Accumulated Deficit)		$ (120,943,000)		$ (120,943,000)		$ (1,092,000)
Adjustment to retained earnings		12,200,000		12,200,000
Deferred Gain Loss On Sale Leaseback				0	$ 667,000
Amortization expense		1,805,000	$ 1,204,000	3,616,000	1,855,000
Reclassification Between Cash And Cash Equivalents And Accounts Payable						2,800,000
Change in net income		(129,135,000)	6,703,000	(127,603,000)	7,496,000
Income tax (benefit) provision		(23,652,000)	2,572,000	(22,178,000)	3,021,000
Reclassification adjustment property plant and equipment		900,000		900,000
Adjustment to intangible assets		47,042,000		47,042,000		63,097,000
Restricted cash		0		0		4,800,000
Property, plant, and equipment, net		220,419,000		220,419,000		238,719,000
Net (loss) income		(130,182,000)	6,688,000	(128,824,000)	7,456,000
Cost of revenue		52,655,000	48,656,000	101,205,000	84,038,000
Wine, spirits and cider
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cost of revenue		36,655,000	42,584,000	69,676,000	66,304,000
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Retained Earnings (Accumulated Deficit)		9,498,000		9,498,000		(521,000)
Adjustment to retained earnings						700,000
Deferred Gain Loss On Sale Leaseback		10,700,000		(217,000)
Reclassification Between Cash And Cash Equivalents And Accounts Payable						700,000
Adjustment to prepaid expenses and other current assets						1,900,000
Change in net income			(1,889,000)		(3,900,000)
Increase in accumulated deficit						700,000
Income tax (benefit) provision		(1,943,000)	(689,000)	380,000	(1,433,000)
Net of a tax benefit	$ 300,000			300,000		300,000
Adjustment to historical acquisition		1,600,000		1,600,000		1,600
Adjustment to intangible assets net due to impairment						1,300,000
Adjustment to intangible assets		(102,000)		(102,000)		(1,280,000)
Adjustment to accrued liabilities and other payables for historical acquisitions						2,100,000
Restricted cash						(1,800,000)
Property, plant, and equipment, net		(348,000)		(348,000)		2,619,000
Reclassification between property, plant and equipment and inventories						1,500,000
Net (loss) income		441,000	(1,864,000)	2,435,000	(3,875,000)
Adjustment to property, plant and equipment, net and retained earnings due to overstatement of depreciation expense						900,000
Cost of revenue		333,000	3,508,000	(686,000)	6,640,000
Adjustments | Wine, spirits and cider
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cost of revenue		616,000	3,508,000	(994,000)	6,640,000
Adjustments | Minimum [Member] | Wine, spirits and cider
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cost of revenue			3,200,000		6,300,000
Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Retained Earnings (Accumulated Deficit)		(130,441,000)		(130,441,000)		(571,000)
Deferred Gain Loss On Sale Leaseback				217,000
Amortization of deferred gain				700,000
Adjustment To Additional Paid-in Capital And Retained Earnings Due To Overstatement Of Stock-based Compensation Expense						4,100,000
Adjustment To Inventories And Retained Earnings Due To Incorrect Inventory Turns		1,600,000		1,600,000
Change in net income			8,592,000	2,300,000	11,396,000
Income tax (benefit) provision		(21,709,000)	3,261,000	(22,558,000)	4,454,000
Amortization from gain on sale leaseback				700,000
Adjustment to cost of revenue				1,200,000
Adjustment to selling general and administrative expense				1,600,000
Selling general and administrative expense due to an overstatement of stock based compensation expense		1,100,000		2,300,000
Adjustment to intangible assets		47,144,000		47,144,000		64,377,000
Adjustment to intangible assets due to impairment		1,200,000		1,200,000
Adjustment to correct the loss on sale related to the partial disposition		3,500,000		3,500,000
Restricted cash						6,600,000
Property, plant, and equipment, net		220,767,000		220,767,000		236,100,000
Net (loss) income		(130,623,000)	8,552,000	(131,259,000)	11,331,000
Cost of revenue		52,322,000	45,148,000	101,891,000	77,398,000
Previously Reported | Wine, spirits and cider
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cost of revenue		$ 36,039,000	$ 39,076,000	$ 70,670,000	$ 59,664,000
Revision of Prior Period, Reclassification, Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Retained Earnings (Accumulated Deficit)	$ 700,000					1,800,000
Increase in accumulated deficit						$ 700,000

Restatement of Previously Iss_2

Restatement of Previously Issued Condensed Consolidated Financial - Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cash and cash equivalents	$ 41,693		$ 44,758
Restricted cash	0		4,800
Accounts receivable, net	36,024		37,869
Other receivables	800		3,866
Inventories	197,059		192,922
Prepaid expenses and other current assets	24,053		11,864
Total current assets	312,463		298,956
Property, plant, and equipment, net	220,419		238,719
Intangible assets, net	47,042		63,097
Total assets	660,342		765,467
Accounts payable	25,007		13,473
Accrued liabilities and other payables	27,002		26,997
Current maturities of long-term debt	16,480		14,909
Total current liabilities	195,189		199,594
Other long-term liabilities	2,965		7,055
Long-term debt, less current maturities	187,702		169,095
Deferred tax liability	10,027		29,325
Deferred gain	0		10,666
Total liabilities	426,206		415,735
Redeemable noncontrolling interest	259		1,494
Additional paid-in capital	381,641		376,099
Accumulated Deficit	(120,943)		(1,092)
Total Vintage Wine Estates, Inc. stockholders' equity	234,664		348,973
Noncontrolling interests	(787)		(735)
Total stockholders' equity	233,877	$ 360,762	348,238	$ 366,870	$ 360,184	$ 360,255
Total liabilities, redeemable noncontrolling interest, and stockholders' equity	660,342		765,467
Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cash and cash equivalents	44,506		43,692
Restricted cash			6,600
Accounts receivable, net			38,192
Other receivables	1,112
Inventories	198,706		192,102
Prepaid expenses and other current assets			13,394
Total current assets	317,235		300,723
Property, plant, and equipment, net	220,767		236,100
Intangible assets, net	47,144		64,377
Total assets	665,564		765,895
Accounts payable	27,821		13,947
Accrued liabilities and other payables	26,782		24,204
Current maturities of long-term debt	204,182
Total current liabilities	385,485		197,275
Other long-term liabilities			6,491
Long-term debt, less current maturities	0
Deferred tax liability	7,447		29,979
Deferred gain	10,449
Total liabilities	436,669		413,506
Redeemable noncontrolling interest	260		1,663
Additional paid-in capital	385,728		377,897
Accumulated Deficit	(130,441)		(571)
Total Vintage Wine Estates, Inc. stockholders' equity	229,253		351,292
Noncontrolling interests	(618)		(566)
Total stockholders' equity	228,635		350,726
Total liabilities, redeemable noncontrolling interest, and stockholders' equity	665,564		765,895
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cash and cash equivalents	(2,813)		1,066
Restricted cash			(1,800)
Accounts receivable, net			(323)
Other receivables	(312)
Inventories	(1,647)		820
Prepaid expenses and other current assets			(1,530)
Total current assets	(4,772)		(1,767)
Property, plant, and equipment, net	(348)		2,619
Intangible assets, net	(102)		(1,280)
Total assets	(5,222)		(428)
Accounts payable	(2,814)		(474)
Accrued liabilities and other payables	220		2,793
Current maturities of long-term debt	(187,702)
Total current liabilities	(190,296)		2,319
Other long-term liabilities			564
Long-term debt, less current maturities	187,702
Deferred tax liability	2,580		(654)
Deferred gain	(10,449)
Total liabilities	(10,463)		2,229
Redeemable noncontrolling interest	(1)		(169)
Additional paid-in capital	(4,087)		(1,798)
Accumulated Deficit	9,498		(521)
Total Vintage Wine Estates, Inc. stockholders' equity	5,411		(2,319)
Noncontrolling interests	(169)		(169)
Total stockholders' equity	5,242		(2,488)
Total liabilities, redeemable noncontrolling interest, and stockholders' equity	$ (5,222)		$ (428)

Restatement of Previously Iss_3

Restatement of Previously Issued Condensed Consolidated Financial -Statements of Operations and Comprehensive Income (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Net revenue
Net revenue	$ 78,401	$ 83,611	$ 156,481	$ 139,646
Cost of revenue
Cost of revenue	52,655	48,656	101,205	84,038
Gross profit	25,746	34,955	55,276	55,608
Selling, general, and administrative expenses	32,139	24,545	63,588	41,523
Intangible assets impairment losses	12,643		12,643
Gain Loss on remeasurement of contingent liability	(3,474)	0	(3,289)	155
Gain on sale leaseback	0	(333)	0	(667)
Loss on sale of property, plant, and equipment	4,430	82	4,430	76
Loss from operations	(147,082)	9,457	(150,467)	12,666
Net unrealized (loss) gain on interest rate swap agreements	(839)	3,347	8,488	4,919
Total other income (expense), net	(6,752)	(197)	(535)	(2,189)
Loss before provision for income taxes	(153,834)	9,260	(151,002)	10,477
Income tax (benefit) provision	(23,652)	2,572	(22,178)	3,021
Net (loss) income	(130,182)	6,688	(128,824)	7,456
Net loss attributable to the noncontrolling interests	(1,047)	(15)	(1,221)	(40)
Net income (loss) attributable to the noncontrolling interests	(129,135)	6,703	(127,603)	7,496
Net Income (Loss) Available to Common Stockholders, Basic, Total	$ (129,135)	$ 6,703	$ (127,603)	$ 7,496
Net loss per share allocable to common stockholders
Basic	$ (2.19)	$ 0.11	$ (2.17)	$ 0.12
Diluted	$ (2.19)	$ 0.11	$ (2.17)	$ 0.12
Wine, spirits and cider
Net revenue
Net revenue	$ 53,706	$ 70,146	$ 105,976	$ 106,781
Cost of revenue
Cost of revenue	36,655	42,584	69,676	66,304
Nonwine
Net revenue
Net revenue	24,695	13,465	50,505	32,865
Cost of revenue
Cost of revenue	16,000	6,072	31,529	17,734
Previously Reported
Net revenue
Net revenue	77,993	83,611	155,222	139,298
Cost of revenue
Cost of revenue	52,322	45,148	101,891	77,398
Gross profit	25,671	38,463	53,331	61,900
Selling, general, and administrative expenses	33,225	24,789	66,932	41,772
Intangible assets impairment losses	13,823		13,823
Gain Loss on remeasurement of contingent liability	(3,474)	0	(2,648)	0
Gain on sale leaseback	(117)		(217)
Loss on sale of property, plant, and equipment	470		352
Loss from operations	(145,580)	12,721	(153,282)	18,864
Net unrealized (loss) gain on interest rate swap agreements		2,636		4,029
Total other income (expense), net		(908)		(3,079)
Loss before provision for income taxes	(152,332)	11,813	(153,817)	15,785
Income tax (benefit) provision	(21,709)	3,261	(22,558)	4,454
Net (loss) income	(130,623)	8,552	(131,259)	11,331
Net loss attributable to the noncontrolling interests	(1,046)	(40)	(1,389)	(65)
Net income (loss) attributable to the noncontrolling interests		8,592	2,300	11,396
Net Income (Loss) Available to Common Stockholders, Basic, Total	$ (129,577)	$ 8,592	$ (129,870)	$ 11,396
Net loss per share allocable to common stockholders
Basic	$ (2.20)	$ 0.14	$ (2.20)	$ 0.19
Diluted	$ (2.20)	$ 0.14	$ (2.20)	$ 0.19
Previously Reported | Wine, spirits and cider
Net revenue
Net revenue	$ 53,298	$ 70,146	$ 104,717	$ 106,433
Cost of revenue
Cost of revenue	36,039	39,076	70,670	59,664
Previously Reported | Nonwine
Cost of revenue
Cost of revenue	16,283		31,221
Adjustments
Net revenue
Net revenue	408	0	1,259	348
Cost of revenue
Cost of revenue	333	3,508	(686)	6,640
Gross profit	75	(3,508)	1,945	(6,292)
Selling, general, and administrative expenses	(1,086)	(244)	(3,344)	(249)
Intangible assets impairment losses	(1,180)		(1,180)
Gain Loss on remeasurement of contingent liability		0	(641)	155
Gain on sale leaseback	(117)		217
Loss on sale of property, plant, and equipment	3,960		4,078
Loss from operations	(1,502)	(3,264)	(2,815)	(6,198)
Net unrealized (loss) gain on interest rate swap agreements		711		890
Total other income (expense), net		711		890
Loss before provision for income taxes	(1,502)	(2,553)	(2,815)	(5,308)
Income tax (benefit) provision	(1,943)	(689)	380	(1,433)
Net (loss) income	441	(1,864)	2,435	(3,875)
Net loss attributable to the noncontrolling interests	(1)	25	(168)	25
Net income (loss) attributable to the noncontrolling interests		(1,889)		(3,900)
Net Income (Loss) Available to Common Stockholders, Basic, Total	$ 442	$ (1,889)	$ 2,267	$ (3,900)
Net loss per share allocable to common stockholders
Basic	$ 0.01	$ (0.03)	$ 0.03	$ (0.07)
Diluted	$ 0.01	$ (0.03)	$ 0.03	$ (0.07)
Adjustments | Wine, spirits and cider
Net revenue
Net revenue	$ 408	$ 0	$ 1,259	$ 348
Cost of revenue
Cost of revenue	616	$ 3,508	(994)	$ 6,640
Adjustments | Nonwine
Cost of revenue
Cost of revenue	$ (283)		$ 308

Restatement of Previously Iss_4

Restatement of Previously Issued Condensed Consolidated Financial -Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (130,182)	$ 6,688	$ (128,824)	$ 7,456
Depreciation			7,856	5,585
Amortization expense			3,742	1,855
Amortization of deferred loan fees and line of credit fees			220	333
Net unrealized gain on interest rate swap agreements	839	(3,347)	(8,488)	(4,919)
Goodwill and intangible assets impairment losses			137,928	0
Remeasurement of contingent consideration liabilities			(3,289)	155
Stock-based compensation expense			6,690	0
Provision for inventory reserve			497	0
Deferred income tax benefit			(22,212)	(7,779)
Loss on disposition of assets			4,430	76
Deferred gain on sale leaseback			0	(667)
Deferred rent			0	238
Accounts receivable			1,485	(11,251)
Other receivables			3,066	(4,696)
Inventories			(4,837)	10,618
Prepaid expenses and other current assets			(12,186)	(7,528)
Accounts payable			12,001	(2,167)
Accrued liabilities and other payables			2,081	10,468
Net change in lease assets and liabilities			(568)	0
Other				(836)
Net cash provided by (used in) operating activities			1,050	(5,623)
Payment of deferred financing costs			(1,975)	0
Outstanding checks in excess of cash			(467)	3,929
Loan fees			(377)	0
Net cash (used in) provided by financing activities			(9,295)	36,729
Net change in cash, cash equivalents and restricted cash			(7,865)	(41,934)
Cash, cash equivalents and restricted cash, beginning of period			49,558	123,679
Cash, cash equivalents and restricted cash, end of period	41,693	81,745	41,693	81,745
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]
Increase in finance lease assets and liabilities upon adoption of ASC 842			67	0
Cash paid during the period for:
Interest			6,761	6,011
Income taxes			0	(1,244)
Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	(130,623)	8,552	(131,259)	11,331
Depreciation			7,308	9,670
Amortization expense			3,962	440
Amortization of deferred loan fees and line of credit fees			0	0
Net unrealized gain on interest rate swap agreements		(2,636)		(4,029)
Goodwill and intangible assets impairment losses			139,108
Remeasurement of contingent consideration liabilities			(2,648)	0
Stock-based compensation expense			8,979
Provision for inventory reserve			0
Deferred income tax benefit			(22,532)	(6,030)
Loss on disposition of assets			352
Deferred gain on sale leaseback			(217)
Deferred rent			(2,079)
Accounts receivable			1,808
Other receivables			2,754
Inventories			(4,904)	(2,656)
Prepaid expenses and other current assets			(10,659)
Accounts payable			11,529
Accrued liabilities and other payables			4,334	8,899
Net change in lease assets and liabilities			1,511
Other				0
Net cash provided by (used in) operating activities			317	(5,623)
Payment of deferred financing costs			(2,352)
Outstanding checks in excess of cash			2,345
Loan fees			0
Net cash (used in) provided by financing activities			(6,483)
Net change in cash, cash equivalents and restricted cash			(5,786)
Cash, cash equivalents and restricted cash, beginning of period			50,292
Cash, cash equivalents and restricted cash, end of period	44,506		44,506
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]
Increase in finance lease assets and liabilities upon adoption of ASC 842			759
Cash paid during the period for:
Interest				6,146
Income taxes				189
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	441	(1,864)	2,435	(3,875)
Depreciation			548	(4,085)
Amortization expense			(220)	1,415
Amortization of deferred loan fees and line of credit fees			220	333
Net unrealized gain on interest rate swap agreements		$ (711)		(890)
Goodwill and intangible assets impairment losses			(1,180)
Remeasurement of contingent consideration liabilities			(641)	155
Stock-based compensation expense			(2,289)
Provision for inventory reserve			497
Deferred income tax benefit			320	(1,749)
Loss on disposition of assets			4,078
Deferred gain on sale leaseback	(10,700)		217
Deferred rent			2,079
Accounts receivable			(323)
Other receivables			312
Inventories			67	(7,962)
Prepaid expenses and other current assets			(1,527)
Accounts payable			472
Accrued liabilities and other payables			(2,253)	1,569
Net change in lease assets and liabilities			(2,079)
Other				(836)
Net cash provided by (used in) operating activities			733	0
Payment of deferred financing costs			(377)
Outstanding checks in excess of cash			(2,812)
Loan fees			(377)
Net cash (used in) provided by financing activities			(2,812)
Net change in cash, cash equivalents and restricted cash			(2,079)
Cash, cash equivalents and restricted cash, beginning of period			(734)
Cash, cash equivalents and restricted cash, end of period	$ (2,813)		(2,813)
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]
Increase in finance lease assets and liabilities upon adoption of ASC 842			$ (692)
Cash paid during the period for:
Interest				(135)
Income taxes				$ (1,433)

Business Combinations - Additio

Business Combinations - Additional Information (Details) $ in Thousands	Feb. 14, 2022 USD ($)	Jan. 18, 2022 USD ($) Rate shares	Nov. 16, 2021 USD ($) Rate	Oct. 04, 2021 USD ($) Rate	Dec. 31, 2022 USD ($) Rate shares	Jun. 30, 2022 USD ($) shares	Dec. 31, 2021 Rate
Business Acquisition [Line Items]
Purchase consideration	$ 400
Common stock, shares issued | shares					62,161,553	61,691,054
Common stock, value					$ 0	$ 0
Percentage Of Earnout Consideration Paid In Cash		50%
Percentage Of Earnout Consideration Paid In Stock		50%
Key assumption rate | Rate							1.8
Vinesse, LLC [Member]
Business Acquisition [Line Items]
Business acquisition description				On October 4, 2021, the Company acquired 100% of the members' interest in Vinesse, LLC, a California limited liability company ("Vinesse"). Vinesse is a direct-to-consumer platform company that specializes in wine clubs with over 60,000 members.
Purchase consideration				$ 17,000
Cash payment to acquire buiness				14,000
Consulting fees				200
Aggregate consulting fee				600
Earnout payable				$ 2,400
ACE Cider
Business Acquisition [Line Items]
Effective date of acquisition			Nov. 16, 2021
Percentage of ownership interest acquired			100%
Purchase consideration			$ 47,400
Cash payment to acquire buiness			46,880
Consulting fees			60
Earnout payable			$ 500
Meier's Wine Cellars, Inc
Business Acquisition [Line Items]
Business acquisition description		On January 18, 2022, the Company acquired 100% of the capital stock in Meier's Wine Cellars, Inc., DBA Meier's Beverage Group, an Ohio company ("Meier's").
Purchase consideration		$ 25,000
Cash payment to acquire buiness		$ 12,500
Common stock, shares issued | shares		1,229,443
Common stock, value		$ 12,500
Business combination additional contingent consideration payable		10,000
Business combination, Acquired receivable, Fair value		12,000
Discount for shares of common stock		1,500
Shares of common stock valued		10,500
Contingent consideration in fair value earnout payments		$ 4,900
Measurement Input Royalty Rate | Vinesse, LLC [Member]
Business Acquisition [Line Items]
Percentage of ownership interest acquired				100%
Measurement Input Royalty Rate | ACE Cider
Business Acquisition [Line Items]
Key assumption rate | Rate			2.75
Measurement Input Royalty Rate | Meier's Wine Cellars, Inc
Business Acquisition [Line Items]
Percentage of ownership interest acquired		100%
Key assumption rate | Rate		1.1
Measurement Input Discount Rate
Business Acquisition [Line Items]
Key assumption rate | Rate					13
Measurement Input Discount Rate | Vinesse, LLC [Member]
Business Acquisition [Line Items]
Key assumption rate | Rate				17.5			18
Measurement Input Discount Rate | ACE Cider
Business Acquisition [Line Items]
Key assumption rate | Rate					12.5
Measurement Input Discount Rate | Meier's Wine Cellars, Inc
Business Acquisition [Line Items]
Key assumption rate | Rate		27			28

Business Combinations - Schedul

Business Combinations - Schedule of Summary of Allocation of Consideration for Net Assets Acquired (Details) - USD ($) $ in Thousands	Jan. 18, 2022	Nov. 16, 2021	Oct. 04, 2021	Dec. 31, 2022	Jun. 30, 2022
Business Acquisition [Line Items]
Goodwill				$ 29,666	$ 154,951
Vinesse, LLC
Business Acquisition [Line Items]
Cash			$ 14,000
Accrued other			600
Contingent consideration			2,400
Fair value of consideration			17,000
Fixed assets			121
Inventory			2,502
Trademarks			1,200
Customer relationships			3,700
Total identifiable assets acquired			7,523
Goodwill			$ 9,477
ACE Cider [Member]
Business Acquisition [Line Items]
Cash		$ 46,880
Accrued other		60
Contingent consideration		500
Fair value of consideration		47,440
Fixed assets		4,205
Inventory		1,350
Trademarks		6,600
Customer relationships		14,300
Deferred tax liability		(6,554)
Total identifiable assets acquired		19,901
Goodwill		$ 27,539
Meier's Wine Cellars, Inc
Business Acquisition [Line Items]
Cash	$ 12,500
Shares of common stock	10,521
Contingent consideration	4,900
Settlement of pre-existing relationship	(125)
Fair value of consideration	27,796
Accounts receivable	3,669
Fixed assets	12,859
Inventory	4,280
Other assets	356
Trademarks	700
Customer relationships	6,400
Accounts payable and accrued expenses	(2,682)
Deferred tax liability	(6,033)
Total identifiable assets acquired	19,549
Goodwill	$ 8,247

Inventory - Schedule of Invento

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Inventory [Line Items]
Inventories	$ 197,059	$ 192,922
Bulk Wine Spirits and Cider
Inventory [Line Items]
Inventories	99,785	88,978
Bottled Wine, Spirits and Cider
Inventory [Line Items]
Inventories	78,557	86,785
Bottling and Packaging Supplies
Inventory [Line Items]
Inventories	17,439	16,328
Nonwine Inventory
Inventory [Line Items]
Inventories	$ 1,278	$ 831

Inventory - Additional Informat

Inventory - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022
Inventory [Line Items]
Impairment of inventory	$ 0.5	$ 0	$ 0.5	$ 3.7
Bulk Wine Spirits and Cider
Inventory [Line Items]
Inventory valuation reserves	0		0		$ 2.2
Bottled Wine, Spirits and Cider
Inventory [Line Items]
Inventory valuation reserves	1.4		1.4		1.8
Bottling and Packaging Supplies
Inventory [Line Items]
Inventory valuation reserves	$ 0.2		$ 0.2		$ 0.4

Assets Held for Sale - Schedule

Assets Held for Sale - Schedule of Carrying Amounts of Assets Held For Sale (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Property, Plant and Equipment [Line Items]
Less accumulated depreciation and amortization	$ (2,532)
Total assets held for sale	5,593	$ 0
Property, plant and equipment
Property, Plant and Equipment [Line Items]
Tamarack Cellars property, plant and equipment held for sale	2,722
Land
Property, Plant and Equipment [Line Items]
Tenma vineyards land held for sale	$ 5,403

Assets Held for Sale - Addition

Assets Held for Sale - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022
Long-Lived Assets Held-for-sale [Line Items]
Assets held for sale	$ 5,593		$ 5,593		$ 0
Loss on sale of property, plant, and equipment	(4,430)	$ (82)	$ (4,430)	$ (76)
Laetitia Vineyard and Winery
Long-Lived Assets Held-for-sale [Line Items]
Proceeds from sale of land held for sale	8,700
Loss on sale of property, plant, and equipment	$ 4,400

Property, Plant and Equipment -

Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 274,955	$ 288,310
Less accumulated depreciation and amortization	(71,454)	(66,987)
Property, Plant and Equipment, Net Before Construction and Development In Progress	203,501	221,323
Construction in progress	16,918	17,396
Property, Plant and Equipment, Net	220,419	238,719
Buildings and Improvements
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross	142,161	139,223
Land
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross	31,073	46,632
Machinery and Equipment
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross	79,692	77,676
Cooperage
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross	9,634	10,165
Vineyards
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross	10,623	12,860
Furniture and equipment
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 1,772	$ 1,754

Property, Plant and Equipment_2

Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 3.9	$ 4	$ 7.9	$ 5.6

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Summary of Goodwill by Segment (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Goodwill, Beginning Balance				$ 154,951
Goodwill impairment	$ (125,285)	$ (1,300)	$ 0	(125,285)	$ 0
Goodwill, Ending Balance	29,666	154,951		29,666
Wholesale
Goodwill [Line Items]
Goodwill, Beginning Balance				116,304
Goodwill impairment	(116,300)			(116,304)
Goodwill, Ending Balance	0	116,304		0
Direct to Consumer
Goodwill [Line Items]
Goodwill, Beginning Balance				29,666
Goodwill impairment				0
Goodwill, Ending Balance	29,666	29,666		29,666
Business to Business
Goodwill [Line Items]
Goodwill, Beginning Balance				8,981
Goodwill impairment	(9,000)			(8,981)
Goodwill, Ending Balance	$ 0	$ 8,981		$ 0

Goodwill and Intangible Asset_3

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		6 Months Ended		12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Total indefinite-life intangibles, Amount	$ 35,672		$ 35,672		$ 36,953
Accumulated Impairment Losses			(12,643)		(1,281)
Total indefinite-life intangibles, Net amount	23,029		23,029		35,672
Total other intangible assets	(12,643)	$ 0	(12,643)	$ 0	(1,281)
Total definite-life intangibles, Gross Carrying Amount	32,600		32,600		32,600
Total definite-life intangibles, Accumulated Amortization	(8,587)		(8,587)		(5,175)
Total definite-life intangibles, Net Carrying Amount	24,013		24,013		27,425
Total other intangibles assets, Gross Carrying Amount	68,272		68,272		69,553
Total other intangibles assets, Accumulated Amortization	(8,587)		(8,587)		(5,175)
Total other intangibles assets, Net Carrying Amount	47,042		47,042		63,097
Customer and Sommerlier Relationships
Finite-Lived Intangible Assets [Line Items]
Total definite-life intangibles, Gross Carrying Amount	30,700		30,700		30,700
Total definite-life intangibles, Accumulated Amortization	(8,126)		(8,126)		(4,922)
Total definite-life intangibles, Net Carrying Amount	22,574		$ 22,574		$ 25,778
Weighted Average Remaining Amortization Period (in years)			4 years		4 years 4 months 24 days
Trade names and Trademarks
Finite-Lived Intangible Assets [Line Items]
Total indefinite-life intangibles, Amount	28,922		$ 28,922		$ 30,203
Accumulated Impairment Losses			(12,643)		(1,281)
Total indefinite-life intangibles, Net amount	16,279		16,279		28,922
Total definite-life intangibles, Gross Carrying Amount	1,900		1,900		1,900
Total definite-life intangibles, Accumulated Amortization	(461)		(461)		(253)
Total definite-life intangibles, Net Carrying Amount	1,439		$ 1,439		$ 1,647
Weighted Average Remaining Amortization Period (in years)			3 years 6 months		3 years 6 months
Winery Use Permits
Finite-Lived Intangible Assets [Line Items]
Total indefinite-life intangibles, Amount	6,750		$ 6,750		$ 6,750
Total indefinite-life intangibles, Net amount	$ 6,750		$ 6,750		$ 6,750

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended		12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022
Goodwill [Line Items]
Amortization of intangible assets	$ 1,700		$ 1,100	$ 3,400	$ 1,600
Aggregate carrying amount	29,666	$ 154,951		29,666		$ 154,951
Trade impairments				12,643		1,281
Goodwill impairment losses	125,285	1,300	$ 0	125,285	$ 0
Trade names and Trademarks
Goodwill [Line Items]
Aggregate carrying amount	23,000			23,000
Trade impairments				12,643		1,281
Goodwill impairment losses				12,600
Wholesale
Goodwill [Line Items]
Aggregate carrying amount	0	116,304		0		116,304
Goodwill impairment losses	116,300			116,304
Wholesale | Trade names and Trademarks
Goodwill [Line Items]
Trade impairments				10,300
Direct to Consumer
Goodwill [Line Items]
Aggregate carrying amount	29,666	29,666		29,666		29,666
Goodwill impairment losses				0
Direct to Consumer | Trade names and Trademarks
Goodwill [Line Items]
Trade impairments				2,200
Business to Business
Goodwill [Line Items]
Aggregate carrying amount	0	$ 8,981		0		$ 8,981
Goodwill impairment losses	$ 9,000			8,981
Business to Business | Trade names and Trademarks
Goodwill [Line Items]
Trade impairments				100
Layer Cake | Trade names and Trademarks
Goodwill [Line Items]
Goodwill impairment losses				4,100
ACE Trademarks | Trade names and Trademarks
Goodwill [Line Items]
Goodwill impairment losses				$ 3,700

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	(3.00%)
Fair values of trademarks	3%
Measurement Input, EBITDA Multiple | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair values of reporting units	14%
Measurement Input, EBITDA Multiple | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair values of reporting units	10%
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) $ in Thousands	Dec. 31, 2022 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2023 remaining	$ 3,411
2024	6,811
2025	5,291
2026	4,527
2027	3,179
Thereafter	794
Total estimated amortization expense	$ 24,013

Accrued Liabilities - Schedule

Accrued Liabilities - Schedule Of Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Payables and Accruals [Abstract]
Accrued purchases	$ 8,190	$ 6,728
Accrued employee compensation	6,160	5,580
Other accrued expenses	5,024	8,867
Non related party accrued interest expense	735	429
Contingent consideration	2,748	2,710
Unearned income	602	642
Captive insurance liabilities	3,543	2,041
Total Accrued liabilities and other payables	$ 27,002	$ 26,997

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands		Dec. 31, 2022	Jun. 30, 2022
Assets:
Assets		$ 44,934	$ 45,773
Interest rate swaps	[1]	17,423	9,157
Liabilities:
Contingent consideration liabilities	[2]	5,533	9,156
Liabilities		5,533	9,156
Fair Value, Inputs, Level 1
Assets:
Assets		27,511	36,616
Liabilities:
Contingent consideration liabilities	[2]	0	0
Liabilities		0	0
Fair Value, Inputs, Level 2
Assets:
Assets		17,423	9,157
Interest rate swaps	[1]	17,423	9,157
Liabilities:
Contingent consideration liabilities	[2]	0	0
Liabilities		0	0
Fair Value, Inputs, Level 3
Assets:
Assets		0	0
Liabilities:
Contingent consideration liabilities	[2]	5,533	9,156
Liabilities		5,533	9,156
Money Market Funds
Assets:
Assets		27,511	36,616
Money Market Funds | Fair Value, Inputs, Level 1
Assets:
Assets		27,511	36,616
Money Market Funds | Fair Value, Inputs, Level 2
Assets:
Assets		0	0
Money Market Funds | Fair Value, Inputs, Level 3
Assets:
Assets		$ 0	$ 0
[1] (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.

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	6 Months Ended
	Dec. 31, 2022	Jun. 30, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Less: current portion	$ (2,748)	$ (2,710)
Fair Value, Recurring | Fair Value, Inputs, Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Beginning Balance	9,156
Acquisitions	0
Payments	(334)
Change in fair value	(3,289)
Ending Balance	5,533
Less: current portion	(2,748)
Long term portion	$ 2,785

Leases - Additional Information

Leases - Additional Information (Details) - USD ($) $ in Thousands			3 Months Ended	6 Months Ended		12 Months Ended
	Dec. 15, 2022	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022
Lessee, Lease, Description [Line Items]
Off-market adjustment amount	$ 300
Deferred gain loss on sale leaseback				$ 0	$ 667
Revision of Prior Period, Adjustment [Member]
Lessee, Lease, Description [Line Items]
Deferred gain loss on sale leaseback			$ 10,700	(217)
Net of a tax benefit		$ 300		300		$ 300
Capitalized a machinery and equipment lease				700
Revision of Prior Period, Adjustment [Member] | Retained Earnings [Member]
Lessee, Lease, Description [Line Items]
Deferred gain loss on sale leaseback			$ 10,700	7,800
Net of a tax benefit				$ 2,900
Maximum [Member]
Lessee, Lease, Description [Line Items]
Remaining lease terms			10 years	10 years
Minimum [Member]
Lessee, Lease, Description [Line Items]
Remaining lease terms			1 year	1 year

Leases - Schedule of Components

Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2022
Leases [Abstract]
Operating lease expense	$ 1,750	$ 3,558
Amortization of right-of-use assets	69	139
Interest on lease liabilities	8	17
Total finance lease expense	77	156
Variable lease expense	320	477
Short-term lease expense	35	70
Total lease expense	$ 2,182	$ 4,261

Leases - Schedule of Supplement

Leases - Schedule of Supplemental Balance Sheet Items Related to Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Leases [Abstract]
Operating lease right-of-use assets	$ 34,878	$ 0
Current portion of operating lease liabilities	6,429	0
Long-term operating lease liabilities	29,960	0
Operating Lease, Liability, Total	36,389
Finance lease right-of-use-assets	620	0
Current portion of finance lease liabilities	263	0
Long-term finance lease liabilities	363	$ 0
Finance Lease, Liability, Total	$ 626

Leases - Schedule of Weighted A

Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details)	Dec. 31, 2022
Weighted Average Remaining Lease Term
Operating leases	6 years 4 months 24 days
Finance leases	2 years 7 months 6 days
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	Dec. 31, 2022	Jun. 30, 2022
Lessee, Operating Lease, Liability, to be Paid [Abstract]
Remaining fiscal 2023	$ 3,533
2024	7,030
2025	6,606
2026	6,563
2027	6,210
2028 and thereafter	12,550
Total lease payments	42,492
Less imputed interest	(6,103)
Operating Lease, Liability, Total	36,389
Current portion of lease liabilities	(6,429)	$ 0
Total long term lease liabilities	29,960	0
Finance Lease, Liability, to be Paid [Abstract]
Remaining fiscal 2023	144
2024	285
2025	157
2026	80
2027	0
2028 and thereafter	0
Total lease payments	666
Less imputed interest	(40)
Finance Lease, Liability, Total	626
Current portion of lease liabilities	(263)	0
Total long term lease liabilities	$ 363	$ 0

Long-Term and Other Short-Ter_3

Long-Term and Other Short-Term Obligations - Summary of Long-term and Other Short-term Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Debt Instrument [Line Items]
Long term debt	$ 205,710	$ 185,289
Less current maturities	(16,480)	(14,909)
Less unamortized deferred financing costs	(1,528)	(1,285)
Long-term debt and lease obligation	187,702	169,095
Base Rate | Borrowings
Debt Instrument [Line Items]
Long term debt	0	40,776
Secured Overnight Financing Rate (SOFR) | Borrowings
Debt Instrument [Line Items]
Long term debt	15,166
Notes Payable to Bank | April 2023
Debt Instrument [Line Items]
Long term debt	240	593
Notes Payable to Bank | March 2024
Debt Instrument [Line Items]
Long term debt	896	1,246
Notes Payable to Bank | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Long term debt	0	76,792
Notes Payable to Bank | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Long term debt	154,590	0
Equipment Term Loan | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Long term debt	4,182
Delayed Draw Term Loan | London Interbank Offered Rate (LIBOR) | December 2022
Debt Instrument [Line Items]
Long term debt	0	65,882
Delayed Draw Term Loan | Secured Overnight Financing Rate (SOFR) | December 2027 [Member]
Debt Instrument [Line Items]
Long term debt	$ 30,636	$ 0

Long-Term and Other Short-Ter_4

Long-Term and Other Short-Term Obligations - 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
	Dec. 31, 2022	Sep. 30, 2022	Sep. 30, 2022	Jan. 13, 2022	Sep. 30, 2022	Mar. 13, 2022	Dec. 31, 2022	Jun. 13, 2022	Mar. 31, 2022
Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				0.10%		0.15%	1%	0.25%
Base Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate							2.25%
Borrowings | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate					0.50%
Borrowings | Secured Overnight Financing Rate (SOFR) | June 2027 [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate							4.30%
Line of Credit Facility, Current Borrowing Capacity	$ 14,365						$ 14,365
Borrowings | Base Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate					1.75%
Borrowings | Base Rate | June 2027 [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate							2.35%
Borrowings | Prime Rate | June 2027 [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate							1.25%
Borrowings | Alternate Base Rate | June 2027 [Member]
Debt Instrument [Line Items]
Debt instrument, periodic payment							$ 801
Debt instrument, basis spread on variable rate							7.50%
Notes Payable to Bank | April 2023
Debt Instrument [Line Items]
Debt instrument, periodic payment							$ 60
Maturity period							2023-04
Fixed interest rate	3.60%						3.60%
Notes Payable to Bank | March 2024
Debt Instrument [Line Items]
Debt instrument, periodic payment							$ 61
Maturity period							2024-03
Fixed interest rate	2.75%						2.75%
Notes Payable to Bank | December 2027
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.35%
Notes Payable to Bank | December 2022
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		1.75%
Notes Payable to Bank | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, periodic payment					$ 1,077
Notes Payable to Bank | London Interbank Offered Rate (LIBOR) | 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 | Secured Overnight Financing Rate (SOFR) | December 2027
Debt Instrument [Line Items]
Debt instrument, periodic payment	$ 1,546
Maturity period							2027-12
Debt instrument, basis spread on variable rate	4.30%
Equipment Term Loan | Secured Overnight Financing Rate (SOFR) | December 2026
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate							4.30%
Line of Credit Facility, Current Borrowing Capacity	$ 3,932						$ 3,932
Equipment Term Loan | Base Rate | December 2026
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate							2.35%
Equipment Term Loan | Prime Rate | December 2026
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate							1.25%
Equipment Term Loan | Alternate Base Rate | December 2026
Debt Instrument [Line Items]
Debt instrument, periodic payment							$ 250
Debt instrument, basis spread on variable rate							7.50%
Delayed Draw Term Loan
Debt Instrument [Line Items]
Debt instrument, periodic payment									$ 1,260
Debt instrument, basis spread on variable rate									1.75%
Delayed Draw Term Loan | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			2.32%
Delayed Draw Term Loan | Secured Overnight Financing Rate (SOFR) | December 2027
Debt Instrument [Line Items]
Debt instrument, periodic payment							$ 29,818
Debt instrument, basis spread on variable rate							4.30%
Delayed Draw Term Loan | Base Rate | December 2027
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate							2.35%
Delayed Draw Term Loan | Prime Rate | December 2027
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate							1.25%
Delayed Draw Term Loan | Alternate Base Rate | December 2027
Debt Instrument [Line Items]
Debt instrument, periodic payment							$ 818
Debt instrument, basis spread on variable rate							7.50%

Long-Term and Other Short-Ter_5

Long-Term and Other Short-Term Obligations - Additional Information (Details) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

Oct. 12, 2023

Jan. 13, 2022

Dec. 31, 2022

Sep. 30, 2022

Mar. 13, 2022

Dec. 31, 2021

Dec. 31, 2022

Jun. 13, 2022

Dec. 31, 2021

Dec. 13, 2022

Jun. 30, 2022

Apr. 30, 2021

Debt Instrument [Line Items]

Gain (Loss) on Extinguishment of Debt

$ 479,000

$ 0

$ 479,000

$ 0

Common stock, shares issued

62,161,553

62,161,553

61,691,054

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

Secured Overnight Financing Rate (SOFR)

Debt Instrument [Line Items]

Revolving line of credit amount interest rate on outstanding

0.10%

0.15%

1%

0.25%

Base Rate

Debt Instrument [Line Items]

Revolving line of credit amount interest rate on outstanding

2.25%

Federal Funds Rate Plus

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 Interbank Offered Rate (LIBOR)

Debt Instrument [Line Items]

Revolving line of credit amount interest rate on outstanding

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%

Accounts Receivable And Inventory Revolving Facility

Debt Instrument [Line Items]

Aggregate principal amount

$ 230,000,000

Capital Expenditure Facility

Debt Instrument [Line Items]

Aggregate principal amount

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

Debt Instrument, interest rate, effective percentage

3.70%

4%

3.70%

4%

Revolving Credit Facility | Adjusted Base Rate

Debt Instrument [Line Items]

Revolving line of credit amount interest rate on outstanding

1%

Credit Facilities Other Than Revolving Facility | Secured Overnight Financing Rate (SOFR)

Debt Instrument [Line Items]

Revolving line of credit amount interest rate on outstanding

1.25%

Delay Draw Term Loan Facility

Debt Instrument [Line Items]

Aggregate principal amount

100,000,000

Delay Draw Term Loan Facility | Maximum

Debt Instrument [Line Items]

Aggregate principal amount

55,000,000

Term Loan

Debt Instrument [Line Items]

Aggregate principal amount

100,000,000

Payment of loan fees

$ 2,300,000

Original Issue Discount

500,000

Third party costs

1,900,000

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

Fourth Amendment

Debt Instrument [Line Items]

Minimum liquidity covenant

$ 15,000,000

Debt instrument covenant description

(i) waives certain existing events of default relating to the Company’s failure to comply with the financial covenants and financial reporting requirements set forth in the Credit Agreement for prior fiscal periods; (ii) reduces the aggregate revolving commitment and the aggregate delayed draw term loan commitment to $200,000,000 and $38,100,000, respectively; (iii) replaces the maximum debt to capitalization financial covenant with a minimum adjusted EBITDA financial covenant of not less than (1) $4,000,000 for the fiscal quarter ending September 30, 2023, (2) $17,000,000 for the two fiscal quarter period ending December 31, 2023, (3) $27,000,000 for the three fiscal quarter period ending March 31, 2024, (4) $34,000,000 for the four fiscal quarter period ending June 30, 2024, and (5) $35,000,000 for each four fiscal quarter period ending thereafter; (iv) adds a minimum liquidity covenant of $25,000,000 (or, for fiscal quarters ending in December, $15,000,000), which applies only for the fiscal quarters ending September 30, 2023 through and including December 31, 2024 (the “Covenant Modification Period”); (v) suspends the minimum fixed charge coverage ratio covenant for the fiscal quarters ending September 30, 2023 through and including June 30, 2024 and provides for a step-down of the minimum fixed charge coverage ratio to 1.00:1.00 for the remainder of the Covenant Modification Period; (vi) adds an equity cure right for the Company in the event of future breaches of the financial covenants; (vii) reduces revolver availability by (1) $15,000,000 during the months of February through September of each year and (2) $10,000,000 during the months of October through January of each year; (viii) suspends the exercise of incremental facilities during the Covenant Modification Period; (ix) restricts all permitted acquisitions during the term of the credit facilities, unless previously approved by the required Lenders; (x) increases in the applicable margin for all credit facilities to 3.00% for SOFR Loans and 2.00% for ABR Loans, which margins will step-up further if certain prepayments of the Term Loans are not made by certain dates prescribed in the Amendment; (xi) adds additional mandatory prepayments of (1) $10,000,000 by no later than March 31, 2024, (2) an additional $10,000,000 by no later than June 30, 2024 and (3) an additional $25,000,000 by no later than December 31, 2024; (xii) adds additional mandatory prepayments in the event that the Borrowers maintain a cash balance in excess of $20,000,000; (xiii) permits additional sales of certain real property with an aggregate appraised value of approximately $60,000,000, in addition to related personal property assets; and (xiv) adds certain additional reporting requirements to Agent and the Lenders.

Fourth Amendment | Subsequent Event

Debt Instrument [Line Items]

Minimum liquidity covenant

$ 25,000,000

Debt instrument, periodic payment

20,000,000

Line of credit facility covenant aggregate appraised value

60,000,000

Fiscal quarter ending September 30, 2023

4,000,000

Fiscal quarter period ending December 31, 2023

17,000,000

Fiscal quarter period ending March 31, 2024

27,000,000

Fiscal quarter period ending June 30, 2024

34,000,000

Four fiscal quarter period ending thereafter

$ 35,000,000

Fourth Amendment | Secured Overnight Financing Rate (SOFR) | Subsequent Event

Debt Instrument [Line Items]

Revolving line of credit amount interest rate on outstanding

3%

Fourth Amendment | Alternate Base Rate | Subsequent Event

Debt Instrument [Line Items]

Revolving line of credit amount interest rate on outstanding

2%

Fourth Amendment | Revolving Credit Facility | Subsequent Event

Debt Instrument [Line Items]

Maximum borrowing capacity

$ 200,000,000

Fourth Amendment | Delay Draw Term Loan Facility | Subsequent Event

Debt Instrument [Line Items]

Maximum borrowing capacity

38,100,000

Loan And Security Agreement

Debt Instrument [Line Items]

Cash collateral for borrowed securities

$ 4,800,000

$ 4,800,000

Amended And Restated Loan And Security Agreement | Maximum

Debt Instrument [Line Items]

Aggregate principal amount

$ 480,000,000

Second A&R Loan and Security Agreement

Debt Instrument [Line Items]

Aggregate principal amount

$ 458,400,000

Gain (Loss) on Extinguishment of Debt

$ (500,000)

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.

Debt instrument, maturity period

Dec. 13, 2027

Second A&R Loan and Security Agreement | Accounts Receivable And Inventory Revolving Facility

Debt Instrument [Line Items]

Aggregate principal amount

229,700,000

Second A&R Loan and Security Agreement | Revolving Credit Facility

Debt Instrument [Line Items]

Aggregate principal amount

20,000,000

Proceeds from new loan

$ 125,000,000

Debt instrument, maturity period

Dec. 13, 2027

Second A&R Loan and Security Agreement | Revolving Credit Facility | Minimum

Debt Instrument [Line Items]

Interest rate on debt

0.15%

Second A&R Loan and Security Agreement | Revolving Credit Facility | Maximum

Debt Instrument [Line Items]

Interest rate on debt

0.20%

Second A&R Loan and Security Agreement | Equipment Loan

Debt Instrument [Line Items]

Aggregate principal amount

4,200,000

Proceeds from new loan

$ 4,200,000

Debt instrument, maturity period

Dec. 31, 2026

Second A&R Loan and Security Agreement | Delay Draw Term Loan Facility

Debt Instrument [Line Items]

Aggregate principal amount

52,900,000

Second A&R Loan and Security Agreement | Capex Facility

Debt Instrument [Line Items]

Aggregate principal amount

15,200,000

Proceeds from new loan

$ 15,200,000

Debt instrument, maturity period

Jun. 30, 2027

Second A&R Loan and Security Agreement | DDTL Facility

Debt Instrument [Line Items]

Proceeds from new loan

$ 30,600,000

Debt instrument, maturity period

Dec. 13, 2027

Second A&R Loan and Security Agreement | Term Loan

Debt Instrument [Line Items]

Aggregate principal amount

$ 156,500,000

Interest rate on debt

0.25%

Proceeds from new loan

$ 154,600,000

March 31, 2024 | Fourth Amendment | Subsequent Event

Debt Instrument [Line Items]

Debt instrument, periodic payment

10,000,000

June 30, 2024 | Fourth Amendment | Subsequent Event

Debt Instrument [Line Items]

Debt instrument, periodic payment

10,000,000

December 31, 2024 | Fourth Amendment | Subsequent Event

Debt Instrument [Line Items]

Debt instrument, periodic payment

25,000,000

February through September | Fourth Amendment | Subsequent Event

Debt Instrument [Line Items]

Available amount under line of credit

15,000,000

October through January | Fourth Amendment | Subsequent Event

Debt Instrument [Line Items]

Available amount under line of credit

$ 10,000,000

Long-Term and Other Short-Ter_6

Long-Term and Other Short-Term Obligations - Schedule of Maturities of Long-term and Other Short-term Borrowings (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Long-Term Debt, Unclassified [Abstract]
Remaining 2023	$ 9,292
2024	14,199
2025	13,658
2026	13,658
2027	13,038
Thereafter	141,865
Long term debt	$ 205,710	$ 185,289

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Reserved Shares Stock on Converted Basis (Details) - Common Stock - shares	Dec. 31, 2022	Jun. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Reserved shares of stock for issuance	31,373,317	31,545,111
Warrants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Reserved shares of stock for issuance	25,646,453	25,818,247
Earnout Shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Reserved shares of stock for issuance	5,726,864	5,726,864

Stockholders' Equity - Schedu_2

Stockholders' Equity - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 3,250	$ 6,690
Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	475	964
Restricted Stock Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 2,775	$ 5,726

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended	6 Months Ended
	Aug. 11, 2021	Sep. 30, 2022	Dec. 31, 2022	Jun. 30, 2022	Mar. 08, 2022	Jan. 18, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Additional shares received of common stock			5,726,864
Earn out shares, description			is at or above $15 (but below $20), 50% of the Earnout Shares will be issued; and
Fair value of earn out shares			$ 32.4
Company common stock received						$ 5
Percentage of earnout consideration paid in cash						50%
Percentage of earnout consideration paid in stock						50%
Earnout shares issued			0
Common stock repurchased, Held in treasury			2,871,894	2,871,894
Stock Repurchase Program, Authorized Amount					$ 30
Private Warrants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Warrants to purchase of common stock			8,000,000
Exercise price per share of warrants outstanding			$ 1
Public Warrants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Warrants to purchase of common stock			18,000,000
Exercise price per share of warrants outstanding			$ 11.50
Closing price of common stock trading period		20 days
Closing Price Of Common Stock Trading Period, Maximum number of days		30 days
Warrant, exercise price, Increase		$ 18
Expiration period of warrants exercisable after the commencement date	5 years
Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise price per share of warrants outstanding			$ 11.50
Warrants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Warrants to purchase of common stock			25,646,453
Common stock repurchased, Held in treasury			171,994
Shares issued, price per share			$ 1
Warrants | Share Repurchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Repurchase of warrants			353,547
Treasury Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock repurchased during period, value			$ 0.2
Share-Based Payment Arrangement, Option [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares, Vested and Exercisable			633,422
Contractual life			10 years
Required Minimum Volume Weighted Average Price Per Common Stock For Exercise Of Vested Options			$ 12.50
Unrecognized compensation expense to stock option			$ 7.9
Weighted average period			5 years 1 month 6 days
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%
Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense to stock option			$ 6.1
Weighted average period			2 years 9 months 18 days
Restricted stock units vested			755,880
Shares paid for tax withholding (in shares)			285,381
Restricted stock units vesting percentage			25%
IPO | Private Warrants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Warrants to purchase of common stock			8,000,000

Stockholders' Equity - Summary

Stockholders' Equity - Summary of Stock Options Activity (Details) - $ / shares	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Stock Options, Beginning Balance	3,503,527
Stock Options, Granted	782,061
Stock Options, Canceled and forfeited	(85,750)
Stock Options, Ending Balance	4,199,838	3,503,527
Weighted Average Exercise Price, Beginning Balance	$ 10.50
Weighted Average Exercise Price,Granted	10.50
Weighted Average Exercise Price, Canceled and forfeited	10.50
Weighted Average Exercise Price, Ending Balance	$ 10.50	$ 10.50
Weighted-Average Remaining Contractual Life, Granted	9 years 10 months 24 days
Weighted-Average Remaining Contractual Life	8 years 10 months 24 days	8 years 8 months 12 days

Stockholders' Equity - Summar_2

Stockholders' Equity - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member]	6 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Option, Beginning Balance | shares	1,902,068
Stock Units, Granted | shares	412,237
Stock Units, Vested | shares	(755,880)
Stock Option, Ending Balance | shares	1,558,425
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares	$ 8.14
Weighted Average Grant Date Fair Value, Granted | $ / shares	3.79
Weighted Average Grant Date Fair Value, Forfeited or cancelled | $ / shares	8.20
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares	$ 6.96

Stockholders' Equity - Summar_3

Stockholders' Equity - Summary of Changes in Treasury Stock (Details) - shares	3 Months Ended	6 Months Ended
	Dec. 31, 2022	Dec. 31, 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
Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Repurchases of common stock	0	171,994

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details)	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal income tax at the statutory rate	21%	21%	21%	21%

Commitments and Contingent Li_3

Commitments and Contingent Liabilities and Litigation - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Loss Contingencies [Line Items]
Purchases under contract	$ 14.1	$ 11.3	$ 30	$ 21.2
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) $ in Thousands	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remaining 2023	$ 4,390
2024	19,956
2025	17,408
Purchase Obligation	$ 41,754

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Other expenses	$ 95	$ 125	$ 220	$ 196
Payments related to sponsorship and marketing services	87	106	174	193
Payments to Sonoma Brands Partners II, LLC			232	169
Payment to capital markets and mergers and acquisitions	$ 50	$ 0	$ 100	$ 0

Segments - Summary of Revenue b

Segments - Summary of Revenue by Segment and Region (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Net revenue	$ 78,401	$ 83,611	$ 156,481	$ 139,646
Income (loss) from operations	(147,082)	9,457	(150,467)	12,666
Wholesale
Segment Reporting Information [Line Items]
Net revenue	23,083	22,171	47,070	38,374
Income (loss) from operations	(126,896)	4,204	(124,608)	7,245
Direct to Consumer
Segment Reporting Information [Line Items]
Net revenue	26,472	34,806	46,464	50,069
Income (loss) from operations	1,424	10,523	3,393	12,554
Business to Business
Segment Reporting Information [Line Items]
Net revenue	28,814	25,225	62,994	49,692
Income (loss) from operations	(1,167)	7,255	9,366	13,484
Other
Segment Reporting Information [Line Items]
Net revenue	32	1,409	(47)	1,511
Income (loss) from operations	$ (20,443)	$ (12,525)	$ (38,618)	$ (20,617)

Segments - Summary of Depreciat

Segments - Summary of Depreciation Expense Recognized by Operating Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Depreciation	$ 997	$ 200	$ 2,011	$ 500
Wholesale
Segment Reporting Information [Line Items]
Depreciation	(25)	0	13	0
Direct to Consumer
Segment Reporting Information [Line Items]
Depreciation	299	200	590	500
Business to Business
Segment Reporting Information [Line Items]
Depreciation	232	0	467	0
Other
Segment Reporting Information [Line Items]
Depreciation	$ 491	$ 0	$ 941	$ 0

Segments - Summary of Amortizat

Segments - Summary of Amortization Expense Recognized by Operating Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Amortization expense	$ 1,805	$ 1,204	$ 3,616	$ 1,855
Wholesale
Segment Reporting Information [Line Items]
Amortization expense	596	10	1,192	21
Direct to Consumer
Segment Reporting Information [Line Items]
Amortization expense	832	139	1,683	752
Business to Business
Segment Reporting Information [Line Items]
Amortization expense	364	3	728	5
Other
Segment Reporting Information [Line Items]
Amortization expense	$ 13	$ 1,052	$ 13	$ 1,077

Earning Per Share - Computation

Earning Per Share - Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net (loss) income	$ (130,182)	$ 6,688	$ (128,824)	$ 7,456
Less: income (loss) allocable to noncontrolling interest	(1,047)	(15)	(1,221)	(40)
Net (loss) income allocable to common shareholders	(129,135)	6,703	(127,603)	7,496
Numerator- Basic EPS
Net income (loss) allocated to common shareholders	(129,135)	6,703	(127,603)	7,496
Numerator- Diluted EPS
Net income (loss) allocated to common shareholders	$ (129,135)	$ 6,703	$ (127,603)	$ 7,496
Weighted average common shares - Basic	58,941,899	60,461,611	58,880,529	60,461,611
Weighted average common shares - Diluted	58,941,899	60,461,611	58,880,529	60,461,611
Basic	$ (2.19)	$ 0.11	$ (2.17)	$ 0.12
Diluted	$ (2.19)	$ 0.11	$ (2.17)	$ 0.12

Earning Per Share - Antidilutiv

Earning Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	29,846,291	26,000,000	29,846,291	26,000,000
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
Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	4,199,838	0	4,199,838	0

Subsequents Events - Additional

Subsequents Events - Additional Information (Details) - USD ($)							1 Months Ended	3 Months Ended		6 Months Ended
	Oct. 12, 2023	Mar. 31, 2023	Mar. 13, 2023	Mar. 02, 2023	Mar. 01, 2023	Feb. 07, 2023	Jan. 13, 2022	Mar. 31, 2023	Mar. 13, 2022	Dec. 31, 2022	Jun. 13, 2022
Subsequent Event [Line Items]
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.
Secured Overnight Financing Rate (SOFR)
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate							0.10%		0.15%	1%	0.25%
Fourth Amendment
Subsequent Event [Line Items]
Debt instrument covenant description										(i) waives certain existing events of default relating to the Company’s failure to comply with the financial covenants and financial reporting requirements set forth in the Credit Agreement for prior fiscal periods; (ii) reduces the aggregate revolving commitment and the aggregate delayed draw term loan commitment to $200,000,000 and $38,100,000, respectively; (iii) replaces the maximum debt to capitalization financial covenant with a minimum adjusted EBITDA financial covenant of not less than (1) $4,000,000 for the fiscal quarter ending September 30, 2023, (2) $17,000,000 for the two fiscal quarter period ending December 31, 2023, (3) $27,000,000 for the three fiscal quarter period ending March 31, 2024, (4) $34,000,000 for the four fiscal quarter period ending June 30, 2024, and (5) $35,000,000 for each four fiscal quarter period ending thereafter; (iv) adds a minimum liquidity covenant of $25,000,000 (or, for fiscal quarters ending in December, $15,000,000), which applies only for the fiscal quarters ending September 30, 2023 through and including December 31, 2024 (the “Covenant Modification Period”); (v) suspends the minimum fixed charge coverage ratio covenant for the fiscal quarters ending September 30, 2023 through and including June 30, 2024 and provides for a step-down of the minimum fixed charge coverage ratio to 1.00:1.00 for the remainder of the Covenant Modification Period; (vi) adds an equity cure right for the Company in the event of future breaches of the financial covenants; (vii) reduces revolver availability by (1) $15,000,000 during the months of February through September of each year and (2) $10,000,000 during the months of October through January of each year; (viii) suspends the exercise of incremental facilities during the Covenant Modification Period; (ix) restricts all permitted acquisitions during the term of the credit facilities, unless previously approved by the required Lenders; (x) increases in the applicable margin for all credit facilities to 3.00% for SOFR Loans and 2.00% for ABR Loans, which margins will step-up further if certain prepayments of the Term Loans are not made by certain dates prescribed in the Amendment; (xi) adds additional mandatory prepayments of (1) $10,000,000 by no later than March 31, 2024, (2) an additional $10,000,000 by no later than June 30, 2024 and (3) an additional $25,000,000 by no later than December 31, 2024; (xii) adds additional mandatory prepayments in the event that the Borrowers maintain a cash balance in excess of $20,000,000; (xiii) permits additional sales of certain real property with an aggregate appraised value of approximately $60,000,000, in addition to related personal property assets; and (xiv) adds certain additional reporting requirements to Agent and the Lenders.
Minimum liquidity covenant										$ 15,000,000
Subsequent Event
Subsequent Event [Line Items]
Stock based compensation expense								$ 1,500,000
Total forfeitures								$ 2,000,000
Restricted stock units						100,000
Employee termination costs					$ 1,400,000
Expected cost savings					$ 1,800,000
Net cash inflow from interest rate swap agreement			$ 6,300,000
Subsequent Event | Tenma vineyard
Subsequent Event [Line Items]
Proceeds from sale of land held for sale				$ 11,000,000
Subsequent Event | Fourth Amendment
Subsequent Event [Line Items]
Fiscal quarter ending September 30, 2023	$ 4,000,000
Fiscal quarter period ending December 31, 2023	17,000,000
Fiscal quarter period ending March 31, 2024	27,000,000
Fiscal quarter period ending June 30, 2024	34,000,000
Four fiscal quarter period ending thereafter	35,000,000
Minimum liquidity covenant	25,000,000
Debt instrument, periodic payment	20,000,000
Line of credit facility covenant aggregate appraised value	60,000,000
Subsequent Event | Fourth Amendment | Revolving Credit Facility
Subsequent Event [Line Items]
Maximum borrowing capacity	200,000,000
Subsequent Event | Fourth Amendment | Delay Draw Term Loan Facility
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 38,100,000
Subsequent Event | Fourth Amendment | Secured Overnight Financing Rate (SOFR)
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	3%
Subsequent Event | Fourth Amendment | Alternate Base Rate
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	2%
Subsequent Event | Fourth Amendment | February through September
Subsequent Event [Line Items]
Available amount under line of credit	$ 15,000,000
Subsequent Event | Fourth Amendment | October through January
Subsequent Event [Line Items]
Available amount under line of credit	10,000,000
Subsequent Event | Fourth Amendment | March 31, 2024
Subsequent Event [Line Items]
Debt instrument, periodic payment	10,000,000
Subsequent Event | Fourth Amendment | June 30, 2024
Subsequent Event [Line Items]
Debt instrument, periodic payment	10,000,000
Subsequent Event | Fourth Amendment | December 31, 2024
Subsequent Event [Line Items]
Debt instrument, periodic payment	$ 25,000,000
Subsequent Event | Board of Directors Chairman
Subsequent Event [Line Items]
Salary and Wage, Excluding Cost of Good and Service Sold						$ 250,000,000
Subsequent Event | Interim Chief Executive Officer
Subsequent Event [Line Items]
Salary and Wage, Excluding Cost of Good and Service Sold						$ 17,500,000
Subsequent Event | Sublease [Member]
Subsequent Event [Line Items]
Lease term		4 years						4 years
Sublese Interest Rate Amount		$ 7,500,000
Increased Percentage of Sublease Interest Amount		3%
Total consideration from sale of subleased equipment		$ 109,000