Vintage Wine Estates (VWESQ) 10-K 13 Oct 23 2023 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Oct. 04, 2023	Dec. 31, 2022
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Registrant Name	VINTAGE WINE ESTATES, INC.
Entity Central Index Key	0001834045
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Current Fiscal Year End Date	--06-30
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		59,565,790
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity File Number	001-40016
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	87-1005902
Entity Address Address Line One	937 Tahoe Boulevard
Entity Address Address Line Two	Suite 210
Entity Address City Or Town	Incline Village
Entity Address State Or Province	NV
Entity Address Postal Zip Code	89451
City Area Code	877
Local Phone Number	289-9463
Document Annual Report	true
Entity Public Float			$ 35,000,000
Document Transition Report	false
Documents Incorporated by Reference	The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the registrant's next Annual Meeting of Stockholders (the "Proxy Statement"). The Proxy Statement, or an amendment to this Report, shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates.
Auditor Name	Cherry Bekaert LLP
Auditor Location	Raleigh
Auditor Firm ID	677
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

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Current assets:
Cash and cash equivalents	$ 18,233	$ 44,758
Restricted cash	0	4,800
Accounts receivable, net	24,561	37,869
Other receivables	507	3,866
Inventories	201,363	192,922
Assets held for sale, net	511	0
Current interest rate swap asset	4,669	2,877
Prepaid expenses and other current assets	14,895	11,864
Total current assets	264,739	298,956
Property, plant, and equipment, net	215,967	238,719
Operating lease right-of-use assets	32,945	0
Finance lease right-of-use-assets	630	0
Goodwill	0	154,951
Intangible assets, net	38,994	63,097
Interest rate swap asset	4,317	6,280
Other assets	3,562	3,464
Total assets	561,154	765,467
Current liabilities
Line of credit	115,444	144,215
Accounts payable	20,413	13,473
Accrued liabilities and other payables	26,286	26,997
Current operating lease liabilities	6,243	0
Current finance lease liabilities	304	0
Current maturities of long-term debt	14,449	14,909
Total current liabilities	183,139	199,594
Other long-term liabilities	4,196	7,055
Long-term debt, less current maturities	173,409	169,095
Long-term operating lease liabilities	26,792	0
Long-term finance lease liabilities	334	0
Deferred tax liability	506	29,325
Deferred gain	0	10,666
Total liabilities	388,376	415,735
Commitments and contingencies (Note 14)
Redeemable noncontrolling interest	262	1,494
Stockholders' equity
Preferred stock, no par value, 2,000,000 shares authorized, and none issued and outstanding at June 30, 2023 and June 30, 2022.	0	0
Common stock, no par value, 200,000,000 shares authorized, 62,234,028 issued and 59,362,134 outstanding at June 30, 2023 and 61,691,054 issued and 58,819,160 outstanding at June 30, 2022.	0	0
Additional paid-in capital	381,689	376,099
Treasury stock, at cost: 2,871,894 shares held at June 30, 2023 and June 30, 2022, respectively.	(26,034)	(26,034)
Accumulated Deficit	(182,308)	(1,092)
Total Vintage Wine Estates, Inc. stockholders' equity	173,347	348,973
Noncontrolling interests	(831)	(735)
Total stockholders' equity	172,516	348,238
Total liabilities, redeemable noncontrolling interest, and stockholders' equity	$ 561,154	$ 765,467

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Jun. 30, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 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	$ 0	$ 0
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	62,234,028	61,691,054
Common stock, shares outstanding	59,362,134	58,819,160
Repurchases of common stock	2,871,894	2,871,894

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Net revenue
Net revenue	$ 283,228	$ 292,835
Cost of revenue
Cost of revenue	198,052	203,922
Gross profit	85,176	88,913
Selling, general, and administrative expenses	118,431	96,978
Amortization Expense	7,257	5,948
Goodwill impairment losses	145,958	0
Intangible impairment losses	16,196	1,281
Loss (gain) on remeasurement of contingent liability	141	(3,415)
Gain on insurance and litigation proceeds	(2,290)	(3,000)
Gain on sale leaseback	0	(1,334)
Loss on sale of assets	8,300	366
Loss from operations	(208,817)	(7,911)
Other income (expense)
Interest expense	(18,407)	(13,910)
Net unrealized gain on interest rate swap agreements	6,343	22,578
Loss on modification or extingushment of debt	(479)	0
Other loss, net	(229)	(736)
Total other income (expense), net	(12,772)	7,932
(Loss) income before provision for income taxes	(221,589)	21
Income tax (benefit) provision	(31,360)	723
Net loss	(190,229)	(702)
Net loss attributable to Vintage Wine Estates, Inc.	(1,262)	(277)
Net loss attributable to common stockholders	$ (188,967)	$ (425)
Net loss per share allocable to common stockholders
Basic	$ (3.20)	$ (0.01)
Diluted	$ (3.20)	$ (0.01)
Weighted average shares used in the calculation of earnings per share allocable to common stockholders
Basic	59,096,045	60,673,789
Diluted	59,096,045	60,673,789
Wine, spirits and cider [Member]
Net revenue
Net revenue	$ 189,361	$ 208,019
Cost of revenue
Cost of revenue	138,043	150,834
Nonwine [Member]
Net revenue
Net revenue	93,867	84,816
Cost of revenue
Cost of revenue	$ 60,009	$ 53,088

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-In Capital	Accumulated Deficit	Non-Controlling Interests	Redeemable Noncontrolling Interest
BEGINNING BALANCE at Jun. 30, 2021	$ 360,255			$ 360,732		$ (477)
BEGINNING BALANCE (in Shares) at Jun. 30, 2021		60,461,611
Redeemable Non-Controlling Interest Beginning Balance at Jun. 30, 2021							$ 1,682
Issuance of Series A Stock in business combination	10,521			10,521
Issuance of Series A Stock in business combination, share		1,229,443
Stock-based compensation expense	$ 5,116			5,116
Repurchases of common stock	2,871,894		2,871,894
Treasury Stock, Value, Acquired, Cost Method	$ (26,034)		$ (26,034)
Out-of-period adjustment	(836)				$ (667)	(169)
Temporary equity, Net loss							(188)
Net loss	(514)				(425)	(89)
Redeemable Non-Controlling Interest Ending Balance at Jun. 30, 2022	1,494						1,494
ENDING BALANCE at Jun. 30, 2022	348,238		$ (26,034)	376,099	(1,092)	(735)
ENDING BALANCE (in Shares) at Jun. 30, 2022		61,691,054	2,871,894
Stock-based compensation expense	6,737			6,737
Repurchase of public warrants	(172)			(172)
Shareholder distribution							(66)
Vesting of restricted stock	15			15
Vesting of restricted stock, Share		840,186
Taxes paid related to net share settlement of equity awards	(990)	$ (297,212)		(990)
Temporary equity, Net loss							(1,166)
Net loss	(189,063)				(188,967)	(96)
Redeemable Non-Controlling Interest Ending Balance at Jun. 30, 2023	262						$ 262
ENDING BALANCE at Jun. 30, 2023	172,516		$ (26,034)	$ 381,689	(182,308)	$ (831)
ENDING BALANCE (ASC 842 Implementation) at Jun. 30, 2023	$ 7,751				$ 7,751
ENDING BALANCE (in Shares) at Jun. 30, 2023		62,234,028	2,871,894

Consolidated Statements Of Cash

Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Net loss	$ (190,229)	$ (702)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation expense	15,926	15,248
Amortization expense	8,702	6,343
Loss on goodwill and intangible assets impairment	162,154	1,281
Stock-based compensation expense	6,737	5,116
Provision for credit losses	369	(294)
Provision for inventory reserves	10,828	3,667
Inventory write down	0	15,433
Remeasurement of contingent consideration liabilities	141	(3,415)
Net gain on interest rate swap agreements	(6,343)	(22,578)
Provision for deferred income tax	(31,734)	643
Loss on sale of assets	8,300	366
Deferred gain on sale leaseback	0	(1,334)
Loss on modification or extinguishment of debt	479	0
Deferred rent	0	375
Change in operating assets and liabilities (net of effect of business combinations):
Accounts receivable	12,939	(12,588)
Other receivables	3,459	3,624
Inventories	(17,569)	18,462
Prepaid expenses and other current assets	(3,031)	(3,127)
Other assets	1,565	(2,607)
Accounts payable	5,264	(7,535)
Accrued liabilities and other payables	5,637	297
Net change in lease assets and liabilities	(2,005)	0
Other	0	(836)
Net cash (used in) provided by operating activities	(8,411)	15,839
Cash flows from investing activities
Proceeds from sale of assets	20,078	153
Purchases of property, plant, and equipment	(14,204)	(24,835)
Acquisition of businesses	0	(73,680)
Net cash provided by (used in) investing activities	5,874	(98,362)
Cash flows from financing activities
Principal payments on line of credit	(136,358)	(144,706)
Proceeds from line of credit	112,878	201,570
Financing costs incurred	(2,710)	0
Change in outstanding checks in excess of cash	1,676	1,025
Principal payments on long-term debt	(76,903)	(22,763)
Proceeds from debt	74,635	0
Principal payments on finance leases	(257)	0
Payments of minimum tax withholdings on stock-based payment awards	(990)	0
Distributions to noncontrolling interest	(66)	0
Repurchase of common stock	0	(26,034)
Repurchase of public warrants	(172)	(270)
Payments on acquisition payable	(521)	(420)
Net cash (used in) provided by financing activities	(28,788)	8,402
Net change in cash, cash equivalents and restricted cash	(31,325)	(74,121)
Cash, cash equivalents and restricted cash, beginning of year	49,558	123,679
Cash, cash equivalents and restricted cash, end of year	18,233	49,558
Cash paid during the period for:
Interest	16,236	13,199
Income taxes	0	23
Noncash investing and financing activities:
Contingent consideration in business combinations	0	8,534
Issuance of common stock in business combination	0	10,521
Operating lease assets obtained in exchange for operating lease liabilities	38,283	0
Finance lease assets obtained in exchange for finance lease obligations	158	0
Accrued interest on term loan and line-of credit refinanced to principal	2,037	0
Line of credit refinanced as term debt	9,646	0
Term debt refinanced from a line of credit	3,823	0
Financing costs deducted from long-term debt proceeds	474	0
Financing costs deducted from line of credit proceeds	$ 532	$ 0

Organization and Significant Ac

Organization and Significant Accounting Policies	12 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Organization and Significant Accounting Policies	1. Organization and Significant Accounting Policies Description of Business Vintage Wine Estates, Inc., a Nevada corporation (the "Company”, "we", "us", "our"), owns and operates winery and hospitality facilities in California, Washington and Oregon. The Company produces a variety of wines under its own or custom labels, which are sold to consumers, retailers, and distributors located throughout the United States, Canada, and other export markets. The Company also provides bottling, fulfillment, and storage services to other companies on a contract basis. Principles of Consolidation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries, including Sabotage Wine Company, LLC and Splinter Group Napa, LLC. All significant intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Significant estimates include, but are not limited to, revenue recognized from the sale of wine, spirits and cider, accounting for income taxes, contingent consideration, the net realizable value of inventory, estimated fair values of intangible assets in acquisitions, intangible assets and goodwill for impairment, and stock-based compensation. Reclassifications and Revisions Subsequent to the issuance of the Company's financial statements for 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 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 fiscal 2023 interim period would have had a material effect on the results of operations for such periods. 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, and certain prior year amounts have been reclassified for consistency with the current year presentation. Additionally, comparative prior period amounts in the applicable notes to the consolidated financial statements have been revised and our beginning accumulated deficit was increased by $ 0.7 million, net of a tax benefit of $ 0.3 million, as a consequence of the immaterial impact of the identified errors to periods prior to July 1, 2021. Regarding our previously reported consolidated balance sheet as of June 30, 2022, the following table presents the impact of certain immaterial out-of-period items, reclassifications and other adjustments including but not limited to: (i) $ 1.8 million reclassification from restricted cash to cash and cash equivalents as well as $ 0.7 million reclassification for outstanding checks between cash and cash equivalents and accounts payable; (ii) $ 1.9 million non-recurring adjustment to prepaid expenses and other current assets related to the formation of VWE Captive, LLC; (iii) $ 2.6 million adjustment to property, plant and equipment, net due to an overstatement of depreciation expense arising from the incorrect classification of assets as part of historical purchase price allocations; (iv) $ 1.5 million reclassification between property, plant and equipment and inventories related to specific spirits barrels; (v) $ 1.3 million adjustment to intangible assets, net due to impairment; (vi) $ 2.1 million non-recurring adjustment to accrued liabilities and other payables for historical acquisitions; (vii) $ 1.8 million adjustment to additional paid-in capital and retained earnings due to overstatement of stock-based compensation expense arising from an incorrect service period used in expense recognition; and (viii) $ 0.7 million adjustment to accumulated deficit due to a prior year equity reduction of $ 0.7 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 Regarding the previously reported consolidated statement of operations for the year ended June 30, 2022, the following table presents the impact of certain immaterial out-of-period adjustments and reclassifications including but not limited to: (i) $ 1.3 million adjustment to intangible assets, net and retained earnings due to impairment recognized in 2022; (ii) $ 1.8 million adjustment to additional paid-in capital and selling, general, and administrative expenses due to overstatement of stock-based compensation expense arising from an incorrect service period used in expense recognition. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended June 30, 2022 (in thousands, except share and per share amounts) As Previously Reported Adjustments As Revised Net revenues Wine, spirits and cider $ 208,954 ( 935 ) $ 208,019 Total net revenues 293,770 ( 935 ) 292,835 Cost of revenues Wine, spirits and cider 151,117 ( 283 ) 150,834 Nonwine 52,698 390 53,088 Total cost of revenues 203,815 107 203,922 Gross profit 89,955 ( 1,042 ) 88,913 Selling, general, and administrative expenses 105,296 ( 8,318 ) 96,978 Amortization Expense - 5,948 5,948 Impairment of intangible assets - 1,281 1,281 Loss on sale of property, plant, and equipment 485 ( 119 ) 366 Gain on remeasurement of contingent consideration liabilities ( 3,570 ) 155 ( 3,415 ) Loss from operations ( 7,922 ) 11 ( 7,911 ) Other income Net unrealized gain on interest rate swap agreements 22,950 ( 372 ) 22,578 Total other income, net 8,304 ( 372 ) 7,932 Income before provision for income taxes 382 ( 361 ) 21 Income tax provision 1,061 ( 338 ) 723 Net loss ( 679 ) ( 23 ) ( 702 ) Net loss attributable to the noncontrolling interests ( 108 ) ( 169 ) ( 277 ) Net loss attributable to Vintage Wine Estates, Inc. ( 571 ) 146 ( 425 ) Net loss allocable to common stockholders $ ( 571 ) $ 146 $ ( 425 ) Net loss per share allocable to common stockholders Basic $ ( 0.01 ) $ 0.00 $ ( 0.01 ) Diluted $ ( 0.01 ) $ 0.00 $ ( 0.01 ) The following table presents the impact of the adjustments and reclassifications discussed above on the consolidated cash flow statement for the year ended June 30, 2022: CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended June 30, 2022 (in thousands) As Previously Reported Adjustments As Revised Cash flows from operating activities Net loss $ ( 679 ) $ ( 23 ) $ ( 702 ) Adjustments to reconcile net loss to net cash from operating activities: Depreciation and amortization expense 23,930 ( 23,930 ) - Depreciation expense - 15,248 15,248 Amortization expense - 6,343 6,343 Goodwill and intangible assets impairment expense - 1,281 1,281 Amortization of deferred loan fees and line of credit fees 394 ( 394 ) - Amortization of label design fees 973 ( 973 ) - Stock-based compensation expense 6,915 ( 1,799 ) 5,116 Provision for doubtful accounts ( 22 ) ( 272 ) ( 294 ) Remeasurement of contingent consideration liabilities ( 3,570 ) 155 ( 3,415 ) Net unrealized gain on interest rate swap agreements ( 22,950 ) 372 ( 22,578 ) Provision for deferred income tax 981 ( 338 ) 643 Loss on disposition of assets 485 ( 119 ) 366 Change in operating assets and liabilities (net of effect of business combinations): Accounts receivable ( 13,183 ) 595 ( 12,588 ) Inventories 18,075 387 18,462 Prepaid expenses and other current assets ( 4,656 ) 1,529 ( 3,127 ) Other assets ( 2,464 ) ( 143 ) ( 2,607 ) Accounts payable ( 7,795 ) 260 ( 7,535 ) Accrued liabilities and other payables ( 2,217 ) 2,514 297 Other - ( 836 ) ( 836 ) Net cash provided by operating activities 15,982 ( 143 ) 15,839 Cash flows from investing activities Label design expenditures ( 143 ) 143 - Net cash used in investing activities ( 98,505 ) 143 ( 98,362 ) Cash flows from financing activities Outstanding checks in excess of cash 1,759 ( 734 ) 1,025 Net cash provided by financing activities 9,136 ( 734 ) 8,402 Net change in cash, cash equivalents and restricted cash ( 73,387 ) ( 734 ) ( 74,121 ) Cash, cash equivalents and restricted cash, end of year $ 50,292 $ ( 734 ) $ 49,558 Supplemental cash flow information Noncash investing and financing activities: Acquisition of assets under capital leases $ - $ ( 692 ) $ ( 692 ) Cash and Cash Equivalents Cash consists of deposits held at financial institutions. Cash equivalents consists of money market accounts. Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sums to the total of the same such amounts as shown in the consolidated statements of cash flows: (in thousands) June 30, 2023 June 30, 2022 Cash and cash equivalents $ 18,233 $ 44,758 Restricted cash - 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows $ 18,233 $ 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 Hopland facility. In July 2022, the Deposit Control Agreement was terminated upon certification that the conditions related to the Hopland facility were satisfied and the underlying cash restrictions were lifted. Accounts Receivable and Allowance for Credit Losses The Company adopted Accounting Standards Update ("ASU") ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, 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, establish appropriate reserves to cover expected losses and consider historical loss rates over customer groupings with similar risk characteristics 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 reserve for credit losses and the provision for the allowance for credit losses were insignificant for the year ended June 30, 2023 and $ 0.4 million for the year ended June 30, 2022, We do not accrue interest on past-due amounts. The accounts written off were immaterial for the years ended June 30, 2023 and 2022, respectively . Other receivables include insurance-related receivables, income tax receivables and other miscellaneous receivables. Inventories Inventories of bulk and bottled wines, spirits, and ciders and inventories of non-wine products and bottling and packaging supplies are valued at the lower of cost using the FIFO method or net realizable value. Costs associated with winemaking and other costs associated with the manufacturing of products for resale are recorded as inventory. Net realizable value is the value of an asset that can be realized upon the sale of the asset, less a reasonable estimate of the costs associated with either the eventual sale or the disposal of the asset in question. Inventories are classified as current assets in accordance with recognized industry practice, although most wines and spirits are aged for periods longer than one year. 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 loss from operations 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. Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the asset’s estimated useful life or the life of the related lease. Costs of maintenance and repairs are charged to expense as incurred; significant renewals and betterments are capitalized. Vineyard development costs, including certain cultural costs for continuing cultivation of vines not yet bearing fruit, are capitalized. Depreciation of vineyard development costs commences when commercial grape yields are achieved, generally in the third year after planting. Estimated useful lives are generally as follows: Buildings and improvements 10 - 39 years Cooperage 3 - 5 years Furniture and equipment 3 - 10 years Machinery and equipment 5 - 20 years Vineyards 7 - 10 years Loss on Sale of Assets Loss on sale of assets for the years ended June 30, 2023 and June 30, 2022 was $ 8.3 million and $ 0.4 million, respectively. As part of our simplification efforts, on June 29, 2023, the Company completed its sale of the assets of The Sommelier Company for a negligible amount of proceeds and an estimated earnout of $ 0.3 million. As a result of the sale, the Company recognized a loss on sale of assets of $ 9.7 million, of which $ 9 million was goodwill. The Company also sold Laetitia assets and incurred a loss of $ 4.5 million. These were partially offset by the Tenma Vineyard sale, in the quarter ended March 31, 2023, where we recognized a gain on the sale of assets of $ 6.1 million. Sale-leaseback Transaction Prior to the adoption of ASC 842, Leases , we accounted for the sale and leaseback of vineyards under ASC 840, Sale-Leaseback Accounting of Real Estate . Given we were considered to retain more than a minor part, but less than substantially all of the use of the property, a gain was recognized to the extent it exceeded the present value of the leaseback payments. Any gain that was less than or equal to the present value of the leaseback payments was deferred and amortized on a straight-line basis over the leaseback term. We derecognized the asset from our consolidated balance sheet at the sale closing. The gain is essentially a reduction to offset the future lease payment. The deferred gain was $ 10.7 million as of June 30, 2022 . In accordance with the guidance, with the adoption of ASC 842 on July 1, 2022, the deferred gain of $ 10.7 million, net of tax effect of $ 2.9 million, was recognized as a cumulative-effect adjustment to equity. 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 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 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 incl uded in the operating lease ROU assets and lease liabilities. These amounts primarily include payments for taxes, parking and common area expenses. See Note 9. Business Combinations Business combinations are accounted for under Accounting Standards Codification (“ASC”) 805—Business Combinations, using the acquisition method of accounting under which all acquired tangible and identifiable intangible assets and assumed liabilities and applicable noncontrolling interests are recognized at fair value as of the respective acquisition date, while the costs associated with the acquisition of a business are expensed as incurred. The allocation of purchase consideration requires management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates can include, but are not limited to, a market participant’s expectation of future cash flows from acquired customers, acquired trade names, useful lives of acquired assets, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from such estimates. During the measurement period, which is no longer than one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. Upon the conclusion of the measurement period, any subsequent adjustments are recognized in operations. Goodwill and Intangible Assets Goodwill arises from business combinations and is determined as the excess of the fair value of consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized. It is tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change in a way to indicate that there has been a potential decline in the fair value of a reporting unit. The Company performs its annual impairment testing in its fourth quarter. There were impairment charges for goodwill during the fourth and second quarters of the year ended June 30, 2023. As a result, the goodwill balance as of June 30, 2023 is zero . See Note 6 for additional information. Intangible assets represent purchased assets consisting of both indefinite and finite-lived intangible assets. Certain criteria are used in determining whether intangible assets acquired in a business combination must be recognized and reported separately. Our indefinite-lived intangible assets, representing trade names, trademarks and winery use permits, are initially recognized at fair value and subsequently stated at adjusted costs, net of any recognized impairments. The indefinite-lived assets are not subject to amortization. Finite-lived intangible assets, comprised of customer relationships, trade names and trademarks, are amortized using a method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used. If that pattern cannot be reliably determined, the intangible assets are amortized using the straight-line method over their estimated useful lives and are tested for impairment along with other long-lived assets. Amortization related to the finite-lived assets is included in loss from operations. Intangible assets are reviewed annually for impairment, as of the end of the reporting period, or sooner if events or circumstances indicate the carrying amount of the asset may not be recoverable. There were impairment charges for trade names and trademarks during the second and fourth quarters of the year ended June 30, 2023. See Note 6 for additional information. Label and Package Design Costs Label and package design costs are capitalized and generally amortized over an estimated useful life of two years . Amortization of label and packaging design costs are included in selling, general and administrative expenses and were $ 0.4 million a nd $ 1.0 million for the years ended June 30, 2023 and 2022 , respectively. Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying amount of such assets or intangible assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asse t. No impairment loss was recognized for long-lived assets during the years ended June 30, 2023 and 2022 . Contingent Consideration Liabilities Contingent consideration liabilities are recorded at fair value when incurred in a business combination. The fair value of these estimates are based on available historical information and on future expectations of actions we may undertake in the future. These estimated liabilities are re-measured at each reporting date with the change in fair value recognized as an operating expense in the Company’s consolidated statements of operations. Subsequent changes in the fair value of the contingent consideration are classified as an adjustment to cash flows from operating activities in the consolidated statements of cash flows because the change in fair value is an input in determining net loss. Cash paid in settlement of contingent consideration liabilities are classified as cash flows from financing activities up to the acquisition date fair value with any excess classified as cash flows from operating activities. Changes in the fair value of contingent consideration liabilities associated with the acquisition of a business can result from updates to assumptions such as the expected timing or probability of achieving customer related performance targets, specified sales milestones, changes in unresolved claims, projected revenue or changes in discount rates. Significant judgment is used in determining those assumptions as of the acquisition date and for each subsequent reporting period. Therefore, any changes in the fair value will impact our results of operations in such reporting period, thereby resulting in potential variability in our operating results until such contingencies are resolved. Deferred Financing Costs Deferred financing costs incurred in connection with obtaining new term loans are amortized over the term of the arrangement and recognized as a direct reduction in the carrying amount of the related debt instruments. Amortization of deferred loan fees is included in interest expense on the consolidated statements of operations and are amortized to interest expense over the term of the related debt using the effective interest method. Debt issu ance costs capitalized were $ 0.9 million for the year ended June 30, 2023 . No debt issuance costs were capitalized for the year ended June 30, 2022 . Amortization expense related to debt issuance fees were $ 0.7 million and $ 0.3 million for the years ended June 30, 2023 and 2022 , respectively. If existing financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense. Line of Credit Fees Costs incurred in connection with obtaining new debt financing specific to the line of credit are deferred and amortized over the life of the related financing. If such financing is settled or replaced prior to maturity with debt instruments that have substantially different terms, the settlement is treated as an extinguishment and the unamortized costs are charged to gain or loss on extinguishment of debt. Similar to the treatment of deferred financing costs, if existing financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense. S ee Note 11. Deferred line of credit fees are recognized as a component of prepaid expenses and other current assets and are amortized to interest expense over the term of the related debt using the effective interest method. $ 2.5 million line of credit fees were capitalized in the year ended June 30, 2023 . No line of credit fees were capitalized in 2022. Amortization expense related to line of credit fees were $ 0.5 million and $ 0.1 million for the years ended June 30, 2023 and 2022 , respectively. I nterest Rate Swap Agreements GAAP requires that an entity recognize derivatives that are recorded as either an asset or a liability are measured at fair value at each reporting period. The Company has entered into interest rate swap agreements as a means of managing its interest rate exposure on its debt obligations. These agreements mitigate our exposure to interest rate fluctuations on our variable rate obligations. We have not designated these agreements as cash-flow hedges. Accordingly, changes in the fair value of the interest rate swaps are included in the consolidated statements of operations as a component of other income (expense). We do not enter into financial instruments for trading or speculative purposes. Noncontrolling Interests and Redeemable Noncontrolling Interest Noncontrolling interests represent the portion of profit or loss, net assets and comprehensive loss that is not allocable to the Company. The redeemable noncontrolling interest is contingently redeemable by the holders. The redeemable noncontrolling interests are not being accreted to their redemption amount as we do not deem redemption probable; notwithstanding, should the instruments redemption become probable, we will thereupon begin to accrete, to the earliest date the holders can demand redemption, the redemption amount. Fair Value Measurements We determine fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In arriving at fair value, we use a hierarchy of inputs that maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 : Quoted prices in active markets for identical assets or liabilities. Level 2 : Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 : Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of June 30, 2023 and 2022, the carrying value of the current assets and liabilities approximates fair value due to the short-term maturities of these instruments. The fair value of our long-term variable rate debt approximates carrying value, excluding the effect of unamortized debt discount, as they are based on borrowing rates currently available to the Company for debt with similar terms and maturities (Level 2 inputs). Our contingent consideration and interest rate swap agreement are remeasured at fair value on a recurring basis as of June 30, 2023 and 2022 . Revenue Recognition Point in Time — Revenue is recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for its arrangements, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) ide

Business Combinations

Business Combinations	12 Months Ended
	Jun. 30, 2023
Business Combinations [Abstract]
Business Combinations	2. Business Combinations Vinesse On October 4, 2021, the Company acquired 100 % of the members' interest in Vinesse, LLC, a California limited liability company ("Vinesse"). Vinesse is a direct-to-consumer platform company that specializes in wine clubs with over 60,000 members. Founded in 1993, Vinesse has developed a long-time following by offering boutique wines to a broader audience and making wine accessible and easy to love. The 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 Company paid $ 0.5 million in June 2023 to settle working capital under the terms of the purchase agreement. The allocation of the consideration for the net assets acquired from the acquisition of Vinesse was as follows: (in thousands) Sources of financing Cash $ 14,000 Accrued other 600 Contingent consideration 2,400 Fair value of consideration 17,000 Assets acquired: Fixed assets 121 Inventory 2,502 Trade Names and Trademarks 1,200 Customer relationships 3,700 Total identifiable assets acquired 7,523 Goodwill $ 9,477 The Company used the carrying value as of the acquisition date to value fixed assets, as we determined that they represented the fair value at the acquisition date. Inventory was comprised of finished goods, bulk and raw materials. The fair value of finished goods inventory and bulk inventory was derived using projected cost of goods sold as a percentage of net revenues. Raw materials inventory was valued at its book value. The trade names and trademarks fair value was derived using the Relief-From-Royalty Method (“RFR”). Key assumptions in valuing trade names and trademarks included (i) a royalty rate of 1.8 % and (ii) discount rate of 17.5 %. Customer relationships fair value was derived using the Multiple-Period Excess Earnings Method (“MPEEM”), utilizing a discount rate of 18.0 %, and Cost Approach. Customer relationships were weighted; 50.0% using the MPEEM model and 50.0% using the Cost Approach. The results of operations of Vinesse are included in the accompanying 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 wine beverage fermented from apples. The operations of ACE Cider allowed the Company to enter 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 Company paid $ 0.3 million in May 2022 to settle working capital under the terms of the purchase agreement. 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 revenues. Raw materials inventory was valued at its book value. The trademarks' fair value was derived using the RFR. Key assumptions in valuing trademarks included (i) a royalty rate of 2.75 % and (ii) discount rate of 12.5 %. Customer relationships' fair value was derived using the MPEEM, utilizing a discount rate of 13.0 %, and Cost Approach. Customer relationships were weighted: 90.0% using the MPEEM model and 10.0% using the Cost Approach. The results of operations of ACE Cider are included in the accompanying 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, vermouth 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 shares may not be transferred during the lock-up period, as outlined in the lock-up agreement entered into on the acquisition date. 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 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 was determined in part based on the closing stock price on the acquisition date, 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 fair value of the contingent consideration was calculated using the Monte Carlo simulation model, resulting in estimated earnout payments of $ 4.9 million. The Company estimated the fair value of accounts receivable, other assets, accounts payable and accrued expenses and fixed assets at the acquisition date. Inventory was comprised of finished goods, work in process and raw materials. The fair value of finished goods inventory and work in process inventory was derived using projected cost of goods sold as a percentage of net revenues. Raw materials inventory was recorded at its book value. The trade names' and trademarks' fair values were 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 %. The results of operations of Meier's are included in the accompanying consolidated statements of operations from the January 18, 2022 acquisition date. Transaction costs incurred in the acquisition were insignificant.

Inventory

Inventory	12 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
Inventory	3. Inventory Inventory consists of the following: (in thousands) June 30, 2023 June 30, 2022 Bulk wine, spirits and cider $ 84,602 $ 88,978 Bottled wine, spirits and cider 100,075 86,785 Bottling and packaging supplies 15,690 16,328 Nonwine inventory 996 831 Total inventories $ 201,363 $ 192,922 For the years ended June 30, 2023 and 2022 , the Company recognized an expense related to reducing inventory to its net realizable value of $ 10.8 million and $ 3.7 million, respectively. In addition, for the year ended June 30, 2022, the Company wrote down $ 12.4 million of inventory related to fiscal inventory count adjustments and $ 3.0 million related to additional remediation efforts. For the years ended June 30, 2023 and 2022 , the Company's inventory balances are presented net of inventory reserves of $ 0.6 million and $ 2.2 million, respectively, for bulk wine, spirits and cider inventory, $ 3.2 million and $ 1.8 million, respectively, for bottled wine, spirits and cider inventory and $ 0.6 million and $ 0.4 million, respectively, for bottling and packaging supplies inventory. The gross value of bulk wine inventory reflects the writedown of $ 6.2 million that was recognized in the quarter ended March 31, 2023. In relation to various events related to weather and wildfires that damaged inventory, the Company received insurance and litigation proceeds of $ 2.3 million and $ 3.0 million for the years ended June 30, 2023 and 2022, respectively.

Assets Held for Sale

Assets Held for Sale	12 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]
Assets Held for Sale	4. Assets Held for Sale As of June 30, 2023, the Company had one asset group held for sale. The asset group relates to land, a building and assumption of a land lease related to the Tamarack Cellars production facility. The Company completed the sale of the assets in July 2023. The carrying amounts of assets held for sale consists of the following: (in thousands) June 30, 2023 Tamarack Cellars property, plant and equipment held for sale $ 1,059 Less accumulated depreciation and amortization ( 548 ) Total assets held for sale $ 511 The cash flows related to held for sale assets have not been segregated and remain included in the major classes of assets. There were no assets classified as held for sale as of June 30, 2022.

Property, Plant and Equipment

Property, Plant and Equipment	12 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment	5. Property, Plant and Equipment Property, plant and equipment consists of the following: (in thousands) June 30, 2023 June 30, 2022 Buildings and improvements $ 147,519 $ 139,223 Land 31,073 46,632 Machinery and equipment 81,807 77,676 Cooperage 11,078 10,165 Vineyards 9,960 12,860 Furniture and fixtures 1,509 1,754 282,946 288,310 Less accumulated depreciation ( 75,917 ) ( 66,987 ) 207,029 221,323 Construction in progress 8,938 17,396 $ 215,967 $ 238,719 Depreciation expense, a portion of which is recognized as an inventoriable cost, related to property, plant and equipment was $ 15.9 million an d $ 15.2 million for the years ended June 30, 2023 and 2022 , respectively.

Goodwill and Intangibles Assets

Goodwill and Intangibles Assets	12 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangibles Assets	6. Goodwill and Intangible Assets Goodwill The following is a rollforward of the Company’s goodwill by reportable segment: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Total Balance at June 30, 2021 $ 88,808 $ 20,342 $ 745 $ 109,895 Additions from current year acquisitions 27,539 9,477 8,247 45,263 Measurement period adjustments ( 43 ) ( 153 ) ( 11 ) ( 207 ) Balance at June 30, 2022 116,304 29,666 8,981 154,951 Goodwill impairment ( 116,304 ) ( 20,673 ) ( 8,981 ) ( 145,958 ) Disposition of business - ( 8,993 ) - ( 8,993 ) Balance at June 30, 2023 $ - $ - $ - $ - Our reporting units are the same as our reportable segments. During the quarter ended June 30, 2023, the Company performed its annual impairment test. There was a sustained stock price decline resulting in a lower market capitalization that led us to perform a quantitative analysis. During the quarter ended December 31, 2022, we identified a number of goodwill impairment indicators that led us to conclude that a quantitative 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 costs 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 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 m illion, 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 consolidated statements of operations and comprehensive income (loss). As a result of our year-end impairment test, we determined that the fair value of the Direct-to-Consumer reporting unit was less than its respective carrying amount. We recognized a total impairment charge of $ 20.7 m illion and it is included in goodwill impairment losses in the consolidated statements of operations and comprehensive income (loss). As part of our simplification efforts, on J une 29, 2023, the Company completed its sale of the assets of The Sommelier Company for negligible proceeds and an estimated potential earnout of $ 0.3 million. As a result of the sale, the Company recognized a loss on sale of assets of $ 9.7 million, of which approximately $ 9.0 million was goodwill. For the year ended June 30, 2022, the Company did no t recognize any impairment. Intangible Assets The components of finite-lived intangible assets, accumulated amortization, and indefinite-lived assets are as follows: June 30, 2023 (in thousands) Gross Accumulated Accumulated Impairment Losses Net Intangible Indefinite-life intangibles Trade names and trademarks $ 30,102 $ - $ ( 17,477 ) $ 12,625 Winery use permits 6,750 - - 6,750 Total Indefinite-life intangibles 36,852 - ( 17,477 ) 19,375 Definite-life intangibles Customer relationships 28,200 ( 9,812 ) - 18,388 Trade names and trademarks 1,900 ( 669 ) - 1,231 Total definite-life intangibles 30,100 ( 10,481 ) - 19,619 Total other intangible assets $ 66,952 $ ( 10,481 ) $ ( 17,477 ) $ 38,994 June 30, 2022 (in thousands) Gross Accumulated Accumulated Impairment Losses Net Intangible Indefinite-life intangibles Trade names and trademarks $ 30,203 $ - $ ( 1,281 ) $ 28,922 Winery use permits 6,750 - - 6,750 Total Indefinite-life intangibles 36,953 - ( 1,281 ) 35,672 Definite-life intangibles Customer and Sommelier relationships 30,700 ( 4,922 ) - 25,778 Trade names and trademarks 1,900 ( 253 ) - 1,647 Total definite-life intangibles 32,600 ( 5,175 ) - 27,425 Total other intangible assets $ 69,553 $ ( 5,175 ) $ ( 1,281 ) $ 63,097 The customer relationships weighted average remaining amortization is 3.7 and 4.4 years as of June 30, 2023 and June 30, 2022, respectively. The trade names and trademarks weighted average remaining amortization is 3.0 and 3.5 years as of June 30, 2023 and June 30, 2022, respectively. Our indefinite-lived intangible asset balance consists of trade names, trademarks and winery use permits, which had an aggregate carrying amount o f $ 19.4 million as of June 30, 2023. We te st 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 fourth quarter ending June 30, 2023 and second quarter ending December 31, 2022 that indicated that it was more likely than not that the fair values of certain of our trade names and trademarks may be below their carrying amounts. As such, we performed a quantitative impairment test on our indefinite-lived intangibles. In addition, the Company recognized a tradename impairment charge of $ 1.3 million in the year ended June 30, 2022. We evaluated the Company's winery use permits and determined that there was no evidence as of June 30, 2023 and 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 gross sales for each trademark and trade name, royalty rates (as a percentage of gross 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 for the quarter ended December 31, 2022, 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 the $ 4.1 million and $ 3.7 million related to certain trademarks, respectively. The impairment loss arose due to a continued decline in certain tradename volume and a lower royalty rate use for assessing certain trademark given management's expectations. The impairment loss is included in intangible asset impairment losses in the consolidated statements of operations. Based on the analysis performed for the quarter ended June 30, 2023, it was determined that the Company had a trade names and trademark impairment charge totaling $ 3.6 million, which consisted of $ 2.3 million related to Wholesale, $ 1.0 million related to Direct-to-Consumer and $ 0.3 million related to Business-to-Business.. The impairment loss arose due to a continued decline in certain trademark volume compared to management's expectations and the write-off of various small trade names related to the Company's simplification efforts pertaining to brand and SKU rationalization. The impairment loss is included in intangible asset impairment losses in the consolidated statements of operations. if current expectations of future growth rates and royalty rates 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 intangible assets may become impaired in the future. 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 % 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 June 30, 2023 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 unit 14.0 % 14.5 % 3.0 % 5.0 % 7 x 12.0 x Trademarks 15.5 % 15.5 % 3.0 % 5.0 % 1.5 % 2.0 % Amortization expense of definite-lived intangible assets was $ 6.8 million and $ 5.0 mill ion for the years ended June 30, 2023 and 2022, respectively. As noted above, as part of our simplification efforts, on J une 29, 2023, the Company completed its sale of the assets of The Sommelier Company. The sale included customer and Sommelier relationships with a gross intangible value of $ 2.5 million. As of June 30, 2023, the estimated future amortization expense for finite-lived intangible assets is as follows: (in thousands) 2024 $ 6,072 2025 5,047 2026 4,527 2027 3,179 2028 794 Total estimated amortization expense $ 19,619

Accrued Liabilities

Accrued Liabilities	12 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
Accrued Liabilities	. Accrued Liabilities The major classes of accrued liabilities are summarized as follows: (in thousands) June 30, 2023 June 30, 2022 Accrued purchases $ 1,555 $ 6,728 Accrued employee compensation 6,618 5,580 Other accrued expenses 9,459 8,867 Non related party accrued interest expense 563 429 Contingent consideration 4,811 2,710 Unearned Income 1,436 642 Captive insurance liabilities 1,844 2,041 Total Accrued liabilities and other payables $ 26,286 $ 26,997

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	8. Fair Value Measurements The following tables present assets and liabilities measured at fair value on a recurring basis: June 30, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 9,874 $ - $ - $ 9,874 Interest rate swaps (1) - 8,986 - 8,986 Total $ 9,874 $ 8,986 $ - $ 18,860 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 8,656 $ 8,656 Total $ - $ - $ 8,656 $ 8,656 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. On March 13, 2023, the Company entered into a termination agreement to terminate two interest rate swap agreements with notional amounts of $ 50,000,000 and $ 75,000,000 . As part of the termination, the Company realized a gain of $ 6.3 million that is included in net (loss) gain on interest rate swap agreements in the consolidated statement of operations and comprehensive income (loss). The remaining balance included in this account represents the net unrealized gain (loss) on interest rate swaps. The following table provides a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): (in thousands) Contingent Balance at June 30, 2021 $ 4,631 Acquisitions 7,874 Payments ( 420 ) Change in fair value ( 2,929 ) Balance at June 30, 2022 9,156 Acquisitions - Dispositions ( 120 ) Payments ( 521 ) Change in fair value 141 Balance at June 30, 2023 8,656 Less: current portion ( 4,811 ) Long term portion $ 3,845 The current and long-term portion of contingent consideration is included within the accrued liabilities and other payables and other long-term liabilities, respectively, in the consolidated balance sheets. 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	12 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Leases	9. Leases Leases Under ASC 842 We have lease agreements for certain winery facilities, vineyards, corporate and administrative offices, tasting rooms, and equipment under long-term non-cancelable leases. We determine if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all of the economic benefits from and have the ability to direct the use of the asset. Our lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Beginning July 1, 2022, operating leases are included in operating lease right-of-use assets, current operating lease liabilities and long-term operating lease liabilities in our consolidated balance sheet. Operating lease right-of-use assets and corresponding operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease expense for operating lease assets is recognized on a straight-line basis over the lease term. As most of our leases do not provide an implicit rate, we use our collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate if it is readily determinable. Finance leases are included in finance lease right-of-use assets, current finance lease liabilities and long-term finance lease liabilities in our consolidated balance sheet. One capital lease of $ 0.7 million was converted to a finance lease with the adoption of ASC 842. 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 a significant economic incentive to exercise that option. Beginning in 2022, we no longer had related party lease agreements. The following table summarizes the components of lease expense: (in thousands) June 30, 2023 Operating lease expense $ 7,137 Finance lease expense Amortization of right-of-use assets 286 Interest on lease liabilities 33 Total finance lease expense 319 Variable lease expense 896 Short-term lease expense 234 Total lease expense $ 8,586 The following table summarizes supplemental balance sheet items related to leases: (in thousands) June 30, 2023 Operating Leases Operating lease right-of-use assets $ 32,945 Current portion of operating lease liabilities 6,243 Long-term operating lease liabilities 26,792 Total operating lease liabilities 33,035 Finance Leases Finance lease right-of-use assets 630 Current portion of finance lease liabilities 304 Long-term finance lease liabilities 334 Total finance lease liabilities $ 638 The following table summarizes the weighted-average remaining lease term and discount rate: Weighted-average remaining lease term (in years) Operating leases 6.0 Finance leases 2.6 Weighted-average discount rate Operating leases 5.0 % Finance leases 5.0 % The cash paid for amounts included in the measurement of lease liabilities for operating leases was $ 6.2 million for the year ended June 30, 2023. The minimum annual payments under our lease agreements as of June 30, 2023 are as follows: (in thousands) Operating Leases Finance Leases 2024 $ 6,871 $ 328 2025 6,478 199 2026 6,520 116 2027 6,166 22 2028 4,344 12 Thereafter 7,784 2 Total lease payments 38,163 679 Less imputed interest ( 5,128 ) ( 41 ) Present value of lease liabilities 33,035 638 Current portion of lease liabilities ( 6,243 ) ( 304 ) Total long term lease liabilities $ 26,792 $ 334 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 consolidated balance sheets. On December 15, 2022, we closed on a purchase and sale agreement to sell a portion of Laetitia Vineyard and Winery’s land and related vineyards to a third-party buyer for $ 8.7 million. Concurrent with the finalization of the sale, we entered into a lease agreement to lease back from the third-party buyer certain of the vineyards' blocks sold. The rent, payable annually, on this two-year operating lease was deemed to be below market. Therefore, we recorded an off-market adjustment of $ 0.3 million which increased the initial measurement of the ROU asset for this lease and reduced the loss recognized on this sale. On March 31, 2023, the Company entered into a lease agreement related to the Tamarack Cellars production facility with a third-party to lease a building beginning on April 1, 2023 for an initial term of 4 years at a monthly rate of $ 7,500 for the first year to be increased by 3 % each year. Concurrently with the lease, the Company sold certain equipment held at the leased premises for a total consideration of $ 0.1 million. Subsequent to year end, the Company terminated the lease and sold the building.

Interest Rate Swaps

Interest Rate Swaps	12 Months Ended
	Jun. 30, 2023
Interest Rate Cash Flow Hedges [Abstract]
Interest Rate Swaps	10. Interest Rate Swaps On March 13, 2023, the Company entered into a termination agreement to terminate two interest rate swap agreements with notional amounts of $ 50,000,000 and $ 75,000,000 . As part of the termination, the Company realized a gain of $ 6.3 million that is included in net gain on interest rate swap agreements in the consolidated statement of operations and comprehensive income (loss). The remaining balance included in this account represents the net unrealized gain (loss) on interest rate swaps. In March 2020, we entered into two interest rate swap agreements with fixed notional amounts of $ 28.8 million and $ 46.8 million at a fixed rate of 0.77 % and 0.71 %, respectively. The agreement calls for monthly interest payments until termination in July 2026 and March 2025 , respectively. The fair value of the $ 28.8 million swap agreement was an asset of $ 2.9 million and $ 2.3 million at June 30, 2023 and 2022 , respectively. The fair value of the $ 46.8 million swap agreement was an asset of $ 3.2 million and $ 2.7 million at June 30, 2023 and 2022, respectively. In July 2019, in connection with the 2019 Loan and Security Agreement (see Note 11) , we transferred an interest rate swap agreement with a fixed notional amount of $ 20.0 million at a fixed rate of 2.99 % dated June 2018, to our new lender. Shortly thereafter, the interest rate swap of $ 20.0 million was amended and restated in its entirety to increase the notional amount to $ 50.0 million at a fixed rate of 2.34 %. The agreement calls for monthly interest payments until termination in July 2026 . The fair value of the 2019 swap agreement was an asset o f $ 2.8 m illion and $ 1.0 million at June 30, 2023 and 2022, respectively. Interest rate swaps consisted of the following: (in thousands) Fixed Notional Amount Fixed Interest Fair Value Asset (Liability) Date of Agreement June 30, 2023 June 30, 2022 Rate Termination Date 2023 2022 March 2020 $ 28,800 $ 28,800 0.78 % July 2026 $ 2,911 $ 2,282 March 2020 $ 46,800 $ 46,800 0.71 % March 2025 3,249 2,748 July 2019 $ 50,000 $ 50,000 2.34 % July 2026 2,826 971 April 2021 $ - $ 75,000 2.32 % March 2023 - 2,046 May 2019 $ - $ 50,000 2.25 % March 2023 - 1,110 $ 8,986 $ 9,157 The Company records the changes in fair value in a separate line item in the consolidated statements of operations.

Long-Term and Other Short-Term

Long-Term and Other Short-Term Borrowings	12 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Long-Term and Other Short-Term Borrowings	11. Long-Term and Other Short-Term Borrowings The following table summarizes long-term and other short-term obligations: June 30, (in thousands) 2023 2022 Note to a bank with interest at LIBOR 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 interest at SOFR ( 5.16 %) at June 30, 2023 plus 2.35 %; payable in quarterly installments of $ 1,454 principal with applicable interest; matures in December 2027 ; secured by specific assets of the Company. 142,532 - Capital expenditures borrowings payable at LIBOR plus 1.75 %, payable in quarterly installments of $ 1,077 . Extinguished and refinanced in December 2022. - 40,776 Capital expenditures borrowings payable at SOFR ( 5.16 %) at June 30, 2023 plus 2.35 %, payable in quarterly installments of $ 801 with draw expiring June 2027. 12,762 - Equipment Term Loan payable at SOFR ( 5.16 %) at June 30, 2023 plus 2.35 %, payable in quarterly installments of $ 250 with draw expiring December 2026. 3,433 - Note to a bank with interest fixed at 3.6 %, payable in monthly installments of $ 60 principal with applicable interest; matured in April 2023 . - 593 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with March 2024 . 541 1,246 Note to a bank with interest fixed at 7.50 %, payable in monthly installments of $ 61 principal with April 2026 . 1,873 - Delayed Draw Term Loan ("DDTL") with interest at LIBOR plus 1.75 %, payable in quarterly installments of $ 1,260 starting March 2022. Extinguished and refinanced in December 2022. - 65,882 Delayed Draw Term Loan ("DDTL") with interest at SOFR ( 5.16 %) at June 30, 2023 plus 2.35 %, payable in quarterly installments of $ 818 . Matures in December 2027 . 28,183 - 189,324 185,289 Less current maturities ( 14,449 ) ( 14,909 ) Less unamortized deferred financing costs ( 1,466 ) ( 1,285 ) $ 173,409 $ 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 $ 156.5 million (the “Term Loan Facility”), (ii) an accounts receivable and inventory revolving facility in the principal amount of $ 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 $ 4.2 million (the “Equipment Loan”), (iv) a capital expenditure facility in the principal amount of $ 15.2 million (the “Capex Facility”) and (v) a delayed draw term loan facility in the principal amount of $ 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 $ 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 (loss). 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 , t he 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 1.10:1.00l 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 $ 1.4 million for the quarter ended September 30, 2022) and (iv) certain amendments to the conditions for permitted acquisitions and accordion increases. The effective interest rate under the revolving facility w as 4.8 % and 3.3 % as of June 30, 2023 and 2022, respectively. The Company has availability under the line of credit as of June 30, 2023 and 2022. 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. Debt modification costs of $ 2.0 million and debt extinguishment costs of $ 0.5 million related to the various amendments were expensed during 2023 and are reported in loss on modification and extinguishment of debt in the Company's statements of operations. 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. 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. Maturities of Long-Term and Other Short-Term Borrowings Maturities of long-term and other short-term borrowings for succeeding years are as follows: Year ending June 30, 2024 $ 14,449 2025 13,956 2026 13,885 2027 12,672 2028 134,362 Thereafter - $ 189,324

Noncontrolling Interest

Noncontrolling Interest	12 Months Ended
	Jun. 30, 2023
Noncontrolling Interest [Abstract]
Noncontrolling Interest	12. Noncontrolling Interest Noncontrolling Redeemable Interest July 2016 Noncontrolling Redeemable Interest One of our consolidated subsidiaries, Splinter Group Napa, LLC (“Splinter Group”), has a member who owns a noncontrolling interest in Splinter Group. The membership interest of this member has a put option allowing the member to put its membership interest back to us for cash upon the occurrence of a contingent event. Specifically, we currently have the right, pursuant to the operating agreement with Splinter Group, to acquire all of the membership interest held by Splinter Group if we (a) sell capital stock comprising at least 25 % of our then outstanding capital stock to an unaffiliated third party, (b) sell assets comprising at least 25 % of the aggregate value of our then existing assets to an unaffiliated third party buyer or (c) merge with and into, an unaffiliated third party buyer. If we choose not to exercise this right following any of these events, the holder of the noncontrolling interest had the right to require us to purchase all of the noncontrolling interest holder’s membership interest at fair value, as determined via appraisal. The redemption amount is the fair value of the noncontrolling interest at the redemption date. Because this redemption event is not solely within our control, the Splinter Group noncontrolling interest has been classified outside of stockholders’ equity in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities. Upon purchase of our controlling interest in Splinter Group in July 2016, we classified the noncontrolling interest as temporary equity at its initial carrying amount of $ 1.4 million. Because of the low probability of this redemption event occurring, we will not subsequently adjust the initial carrying amount of the noncontrolling interest to fair value at each reporting period. Should it become probable that the redemption event will occur, we will thereupon accrete the initial carrying value to its redemption amount equal to its fair value.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Stockholders' Equity	13 . Stockholders’ Equity Warrants At June 30, 2023 , there were 25,646,453 warrants outstanding to purchase shares of the Company's common stock at a price of $ 11.50 per whole share. The 25,646,453 warrants are made up of 18,000,000 Public Warrants (the "Public Warrants") and 8,000,000 Private Warrants (the "Private Warrants") less 353,547 warrants that have been repurchased as part of our share repurchase plan. The Public Warrants are exercisable commencing on August 11, 2021 and expire five years after the commencement date. The Company may accelerate the expiry date by providing 30 days ’ prior written notice, if and only if, the closing price of the Company’s common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period. The public warrant holder’s right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of acceleration of the expiry date. The Private Warrants are 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 VWE Legacy we re entitled to receive up to an additional 5,726,864 shares of the Company’s common stock (the “Earnout Shares”) if at any point during the Earnout Period, from June 7, 2021 to June 7, 2023, the Company's closing share price on the Nasdaq on 20 trading days out of 30 consecutive trading days; 1. was at or above $15 (but below $20), 50% of the Earnout Shares will be issued; and 2. was 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 would have been 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 were indexed to the Company’s equity and met 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 through June 7, 2023, at which time the Earnout Period ended. 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 June 30, 2023. 2021 Stock Incentive Plan Effective June 7, 2021, the Company adopted the 2021 Omnibus Incentive Plan (as amended, the "2021 Plan”). The 2021 Plan reserves 11,200,000 common shares 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: June 30, (in thousands) 2023 2022 Stock option awards $ 1,452 $ 753 Restricted stock units 5,285 4,363 Total share-based compensation $ 6,737 $ 5,116 Stock-based compensation expense is included as a component of selling, general and administrative expenses in the consolidated statement of operations and comprehensive income (loss). On February 7, 2023, the Company and Patrick Roney, founder of VWE, entered into a letter agreement whereby Mr. Roney voluntarily elected to transition from Chief Executive Officer of the Company to Executive Chairman of the Board, effective February 7, 2023. In connection with his appointment as Executive Chairman, all outstanding stock options and unvested restricted stock units previously granted to Mr. Roney under the Company’s 2021 Plan ceased to vest and any unvested awards were forfeited; however, Mr. Roney maintained the vested stock option awards which are exercisable pending attainment of market condition. Stock Options Certain stock options granted under the 2021 Plan prior to May 17, 2023 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 meets a $ 12.50 threshold 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. These stock option awards vest, except as set forth in the award agreement, in four equal installments of 25 %, with the first installment vesting 18 months after the grant date with respect to an additional 25 % of the total stock-based award on each of the 2nd, 3rd and 4th anniversaries of the grant date, providing in each case the employee remains in continuous employment or service with the Company or an Affiliate. Stock options granted under the 2021 Plan subsequent to May 17, 2023 are not subject to market conditions and vest, except as set forth in the award agreement, in four equal installments of 25 %, with the first installment vesting 12 months after the grant date with an additional 25 % of the total stock-based award on each of the 2nd, 3rd and 4th anniversaries of the grant date, providing in each case the employee remains in continuous employment or service with the Company or an Affiliate. Compensation expense is recognized ratably over the requisite service period. The following table presents a summary of stock option activity under the 2021 Plan: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2021 - $ - $ - Granted 3,533,627 10.50 - Exercised - - - Forfeited or cancelled ( 30,100 ) 10.50 - Outstanding at June 30, 2022 3,503,527 $ 10.50 9.60 $ - Granted 842,872 9.82 - Exercised - - - Forfeited or cancelled ( 1,476,562 ) 10.50 - Outstanding at June 30, 2023 2,869,837 $ 10.31 8.80 $ - Total unrecognized compensation expense related to the stock options was $ 4.4 million, which is expected to be recognized over a weighted-average period of 4.5 years. As of June 30, 2023, 705,342 options were exercisable pending attainment of market condition. For the year ended June 30, 2023, the weighted-average grant date fair value was $ 1.27 . The fair value of the options was estimated at the grant date using the Monte Carlo Simulation model, for options with a market condition, or the Black-Scholes model, for options without a market condition, with the following assumptions: risk-free rate ranging from 1.8 % to 3.9 %; expected term ranging from 5.5 years to 7.4 years; expected volatility ranging from 29.7 % to 50 %; and no expected dividend yield. For the year ended June 30, 2022, the weighted-average grant date fair value was $ 3.27 . The fair value of the options was estimated at the grant date using the Monte Carlo Simulation model with the following assumptions: weighted average risk-free rate 1.8 %; weighted average expected term 5.5 years; weighted average expected volatility 40 %; and no expected dividend yield. Restricted Stock Units Restricted stock units are subject only to service conditions and those issued prior to May 17, 2023 vest, except as set forth in the award agreement, 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. Restricted stock units issued subsequent to May 17, 2023 vest, except as set forth in the award agreement, in four equal installments of 25 %, with the first installment vesting 12 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 nine month anniversary of the vesting commencement date. The following table presents a summary of restricted stock units activity for the years presented: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding at June 30, 2021 - $ - Granted 1,902,068 8.14 Vested - - Forfeited or cancelled - - Outstanding at June 30, 2022 1,902,068 $ 8.14 Granted 670,046 2.98 Vested ( 840,186 ) 8.34 Forfeited or cancelled ( 569,489 ) 8.22 Outstanding at June 30, 2023 1,162,439 $ 4.98 Total unrecognized compensation expense related to the restricted stock units was $ 3.0 million, which is expected to be recognized over a weighted-average period of 2.60 years. During the year ending June 30, 2023 , 840,186 restricted stock units vested and as a result the Company withheld 297,212 restricted stock units to cover the taxes related to the net share settlement of equity awards. During the year ended June 30, 2023, 569,489 restricted stock units were forfeited or cancelled. This was partially as a result of the staffing changes described above. Stock and Warrant Repurchase Plan On March 8, 2022, the Company's board of directors approved a repurchase plan authorizing the Company to purchase up to $ 30.0 million in aggregate value of our common stock and/or warrants through September 8, 2022. The repurchase program did not require the Company to acquire a specific number of shares or warrants. The cost of the shares and warrants that were repurchased were funded from available working capital. For accounting purposes, common stock and/or warrants repurchased under our repurchase plan were recorded based upon the settlement date of the applicable trade. Such repurchased shares are presented using the cost method. During the year ended June 30, 2022 , the Company repurchased 2,871,894 common stock shares at an average price of $ 9.04 per share that are held in treasury. During the years ended June 30, 2023 and 2022, the Company repurchased 171,994 and 181,553 warrants, respectively, at an average price of $ 1.00 and $ 1.46 per warrant, respectively. The total cost of the shares and warrants repurchased was $ 0.2 million and $ 26.3 million for the years ended June 30, 2023 and 2022, respectively. The table below summarizes the changes in repurchases of common stock and warrants: Common Stock and Warrants Balance at June 30, 2021 - Repurchases of common stock 2,871,894 Repurchases of warrants 181,553 Balance at June 30, 2022 3,053,447 Repurchases of common stock - Repurchases of warrants 171,994 Balance at June 30, 2023 3,225,441

Commitments, Contingent Liabili

Commitments, Contingent Liabilities and Litigation	12 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments, Contingent Liabilities and Litigation	14. Commitments, 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 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 it 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 of approximately $ 0.4 million 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 2024 31,693 2025 8,433 2026 3,786 2027 347 2028 264 $ 44,523 Grape, bulk wine and cider purchases under contracts totaled $ 49.4 million and $ 41.7 million for the years ended June 30, 2023 and 2022 , respectively. The Company expects to fulfill all of these purchase commitments.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	15. Related Party Transactions On February 7, 2023, the Company and Patrick Roney, founder of VWE, entered into a letter agreement (the “Letter Agreement”) whereby Mr. Roney voluntarily elected to transition from Chief Executive Officer of the Company to Executive Chairman of the Board, effective February 7, 2023. Pursuant to the terms of the Letter Agreement, the Employment Agreement between the Company and Mr. Roney effective June 7, 2021 (the “Prior Employment Agreement”) was terminated and upon such termination the Company agreed to provide Mr. Roney his accrued but unpaid Base Salary and PTO (as defined in the Prior Employment Agreement) through February 7, 2023, and any vested amounts or benefits that he is entitled to receive under any plan, program, or policy, as described in Section 5.1 of the Prior Employment Agreement. Mr. Roney expressly waived any claim to the severance benefits described in Section 5.2(b) of the Prior Employment Agreement. Pursuant to the terms of the Letter Agreement, Mr. Roney will receive an annual base salary of $ 250,000 for his service as Executive Chairman and will be eligible to participate in the Company’s employee benefit plans and programs in accordance with their terms and eligibility requirements. In connection with his appointment as Executive Chairman, all outstanding stock options and unvested restricted stock units previously granted to Mr. Roney under the Company’s 2021 Plan ceased to vest and any unvested awards were forfeited. See Note 13. The Company has a contract with Bin-to-bottle, a storage and bottling company owned by Mr. Roney, for storage purposes. The expenses incurred for storage were immaterial for the years ended June 30, 2023 and 2022. Also on February 7, 2023, the Board appointed Jon Moramarco, a member of the Board, as the Company’s Interim Chief Executive Officer. In connection with such appointment, the Company entered into a consulting agreement (the “Consulting Agreement”) with bw166 LLC (“bw166”) and Mr. Moramarco, pursuant to which the Company will pay bw166 a monthly fee of $ 17,500 and will reimburse bw166 and Mr. Moramarco for reasonable business-related expenses in connection with the Interim Chief Executive Officer services provided thereunder. Additionally, the Company agreed to award Mr. Moramarco a one-time grant of 100,000 restricted stock units pursuant to the 2021 Plan, which will vest in full on the one-year anniversary of the grant date. Mr. Moramarco is the Managing Partner of bw166 and has a controlling interest therein. Immediate Family Member and Other Business Arrangements We provide at will employment to several family members of officers or directors who provide various sales, marketing and administrative services to us. Salaries paid totaled $ 0.5 million and $ 0.4 million for the years ended June 30, 2023 and 2022, respectively. We make sponsorship payments to Tough Enough to Wear Pink and use Connect the Dots for marketing services and point of sale marketing materials to unincorporated businesses. Both of these are managed by immediate family members of a former Company executive officer. For the years ended June 30, 2023 and 2022 , payments related to sponsorship and marketing services totaled $ 0.4 million and $ 0.3 million, respectively. We made an additional payment related to sponsorship and marketing services to an immediate family member of a former Company executive officer in the year ended June 30, 2023 totaling $ 10 thousand. 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 years ended June 30, 2023 and 2022 , payments to Sonoma Brands Partners II, LLC totaled $ 0.2 million per year. 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 $ 0.2 million and $ 0.1 million for the years ended June 30, 2023 and 2022, respectively.

Income Taxes

Income Taxes	12 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	16. Income Taxes The components of (loss) income from continuing operations before provision for income taxes are as follows: June 30, (in thousands) 2023 2022 United States $ ( 221,589 ) $ 21 Total $ ( 221,589 ) $ 21 The components of the (benefit) provision for income taxes are as follows: June 30, (in thousands) 2023 2022 Federal $ - $ - State 374 80 374 80 Deferred tax expense (benefit) Federal ( 25,290 ) 496 State ( 6,444 ) 147 ( 31,734 ) 643 Total (benefit) provision for income taxes $ ( 31,360 ) $ 723 The Company's effective tax rate for the year ended June 30, 2023 , differs from the 21 % U.S. federal statutory rate primarily due to stock based compensation, state taxes, goodwill impairment and changes in valuation allowance. A reconciliation of income tax (benefit) expense to the federal rate of 21% is as follows: June 30, June 30, (in thousands) 2023 2022 2023 2022 Income taxes at statutory rate $ ( 46,512 ) $ 5 21.0 % 21.0 % State taxes ( 10,510 ) 266 4.7 % 75.5 % Goodwill impairment 10,559 - - 4.8 % 0.0 % Valuation allowance 15,395 - - 6.9 % 0.0 % Stock-based compensation 940 179 - 0.4 % 121.1 % Other, net ( 1,232 ) 273 0.6 % 59.1 % Total (benefit) provision for income taxes $ ( 31,360 ) $ 723 14.2 % 276.7 % Deferred tax assets and liabilities are summarized as follows: June 30, (in thousands) 2023 2022 Deferred tax assets: Accruals $ 1,159 $ 946 Captive 504 559 Operating loss carryforwards 18,000 13,708 Lease liability 9,195 - Inventories 657 1,673 Investments - - Intangibles 9,928 - Interest 5,401 1,933 Stock compensation 1,579 1,081 Research and development tax credit carry forwards, net of uncertain tax position 3,793 3,793 Other 2,414 747 Deferred tax assets 52,630 24,440 Deferred tax liabilities: Property, plant and equipment ( 24,624 ) ( 30,045 ) Prepaid expenses ( 872 ) ( 728 ) Intangible assets - ( 17,186 ) Right of use ( 9,169 ) - Investments ( 2,038 ) ( 2,830 ) Inventories - ( 1,530 ) Change in accounting method ( 1,038 ) ( 1,446 ) Deferred tax liabilities ( 37,741 ) ( 53,765 ) Valuation allowance ( 15,395 ) - Deferred tax liability, net $ ( 506 ) $ ( 29,325 ) The valuation allowance increased by $ 15.4 million for the tax year ended June 30, 2023 . As of June 30, 2023 , the Company has a federal R&D tax credit carryforward of $ 3.5 million, which will begin to expire in July 2043 . In addition, the Company has a California R&D tax credit carryforward of $ 2.4 million, which does not expire. As of June 30, 2023 , the Company had Federal net operating losses of $ 63.4 million which do not expire but are limited to 80% of taxable income. In addition, the Company has California net operating losses of $ 64.8 million which will begin to expire in the tax year of 2040 and an immaterial amount for the other states which will begin to expire in 2033 . The Company is subject to taxation in the United States and various states and local jurisdictions. As of June 30, 2023, the Company is no longer subject to U.S. federal examinations for years before fiscal 2018. As of June 30, 2023, the Company is no longer subject to U.S. state tax examinations for years before fiscal 2017. A reconciliation of the beginning and ending balances of unrecognized tax benefit is as follows: June 30, (in thousands) 2023 2022 Balance, beginning of period $ 1,978 $ 1,835 Tax position taken in prior period: Gross increases 46 143 Gross decreases - - Tax position taken in current period: Gross increases - - Gross decreases - - Lapse of statute of limitations - - Settlements - - Balance, end of period $ 2,024 $ 1,978 As of June 30, 2023 , the Company had $ 2 million in unrecognized income tax benefits and there were immaterial increases to the Company’s unrecognized tax benefits during the year. The Company does not anticipate any material decreases to unrecognized tax benefit during the next 12 months. The Company’s policy is to classify interest and penalties associated with unrecognized tax benefits as income tax expense. The Company had no accrued interest or penalty associated with uncertain tax benefit.

Employee Benefit Plan

Employee Benefit Plan	12 Months Ended
	Jun. 30, 2023
Retirement Benefits [Abstract]
Employee Benefit Plan	17. Employee Benefit Plan A 401(k) plan is provided that covers substantially all employees meeting certain age and service requirements. We make discretionary contributions to the 401(k) plan. We recorded matching contributions of $ 1.5 million and $ 1.4 million, respectively for the years ended June 30, 2023 and 2022 .

Segments

Segments	12 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Segments	18. Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. Segment results are presented in the same manner as we present our operations internally to make operating decisions and assess performance. Financial performance is reported in three segments: Wholesale, Direct-to-Consumer, and Business-to-Business. Wholesale —We sell our wine, spirits and cider to wholesale distributors under purchase orders. Wholesale operations generate revenue from product sold to distributors, who then sell them off to off-premise retail locations such as grocery stores, wine clubs, specialty and multi-national retail chains, as well as on-premise locations such as restaurants and bars. We pay depletion and marketing allowances to certain distributors, based on sale s to their custo mers, or the allowance is netted directly against the purchase price. When recording a sale to the distributor, a depletion and marketing allowance liability is recorded to accrued liabilities and sales are reported net of those expenses. Depletion and marketing allowance payments are made when completed incentive program payment requests are received from the customers or are net of initial pricing. Depletion and marketing allowance payments reduce the accrued liability. For the years ended June 30, 2023 and 2022 we recorded $ 0.9 million and $ 1.9 million respectively, as a reduction in sales on the consolidated statements of operations and comprehensive income (loss) related to depletions. As of June 30, 2023 and 2022 , we recorded a depletion allowance and marketing liability in the amount of $ 0.6 million and $ 0.3 million, respectively, which is included as a component of other accrued expenses in accrued liabilities and other payables on the consolidated balance sheets. Estimates are based on historical and projected experience for each type of program or customer. Direct-to-Consumer — We sell our wine and other merchandise directly to consumers through wine club memberships, at wineries’ tasting rooms, at wine tasting events, and through eCommerce. Winery estates hold various public and private events for customers and our wine club members. Upfront consideration received from the sale of tickets or under private event contracts for future events is recorded as deferred revenue. The Company recognizes event revenue on the date the event is held. Business-to-Business — Our Business-to-Business sales channel generates revenue primarily from the sale of private label wines and spirits, and custom services, such as fermentation, barrel aging, winemaking, procurement of dry goods, bottling and cased goods storage. Annually, we work with our national retail partners to develop private label wines incremental to their wholesale channel businesses. These services are made under contracts with customers, which includes specific protocols, pricing, and payment terms. The customer retains title and control of the product during the process. 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, 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. We have determined that operating income is the profit or loss measure that the CODM uses to make resource allocation decisions and evaluate segment performance. Operating income assists management in comparing the segment performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect the core operations and, therefore, are not included in measuring segment performance. We define operating profit as gross margin less operating expenses that are directly attributable to the segment. Selling expenses that can be directly attributable to the segment are allocated accordingly, as well as other factors including the re-measurements of contingent consideration and impairment of intangible assets and goodwill. However, centralized selling expenses and general and administrative expenses are not allocated to a segment as management does not believe such items directly reflect the core operations and therefore are not included in measuring segment performance. Excluding the property, plant, and equipment specific to assets located at our tasting facilities, and the customer relationships and intangible assets specific to the Sommelier acquisition, given the nature of our business, revenue-generating assets are utilized across segments, therefore, discrete financial information related to segment assets and other balance sheet data is not available and the information continues to be aggregated. Following is financial information related to operating segments: Year Ended June 30, 2023 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total Segment Results Net revenue $ 86,718 $ 83,369 $ 113,183 $ ( 42 ) $ 283,228 Income (loss) from operations $ ( 130,475 ) $ ( 18,286 ) $ 12,284 $ ( 72,340 ) $ ( 208,817 ) Year Ended June 30, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total Segment Results Net revenue $ 83,913 $ 92,201 $ 113,835 $ 2,886 $ 292,835 Income (loss) from operations $ 3,031 $ 15,995 $ 17,751 $ ( 44,688 ) $ ( 7,911 ) There was no inter-segment activity for any of the years presented. Depreciation expense recognized by operating segment is summarized below: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total For the years ended: 2023 $ 27 $ 1,111 $ 990 $ 1,898 $ 4,026 2022 $ 130 $ 1,121 $ 1,328 $ 793 $ 3,372 Amortization expense recognized by operating segment is summarized below: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total For the years ended: 2023 $ 2,514 $ 3,193 $ 1,537 $ 13 $ 7,257 2022 $ 1,657 $ 3,579 $ 712 $ - $ 5,948 All of our long-lived assets are located within the United States.

Net Loss Per Share

Net Loss Per Share	12 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Net Loss Per Share	19. Net Loss Per Share The following table presents the calculation of basic and diluted loss per share: June 30, (in thousands, except for per share amounts) 2023 2022 Net loss $ ( 190,229 ) $ ( 702 ) Less: loss allocable to noncontrolling interest ( 1,262 ) ( 277 ) Net loss allocable to common shareholders $ ( 188,967 ) $ ( 425 ) Numerator – Basic EPS Net loss allocable to common shareholders $ ( 188,967 ) $ ( 425 ) Net loss allocated to common shareholders $ ( 188,967 ) $ ( 425 ) Numerator – Diluted EPS Net loss allocated to common shareholders $ ( 188,967 ) $ ( 425 ) Net loss allocated to common shareholders $ ( 188,967 ) $ ( 425 ) Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 59,096,045 60,673,789 Denominator – Diluted Common Shares Weighted average common shares - Diluted 59,096,045 60,673,789 Net loss per share – basic: Common Shares $ ( 3.20 ) $ ( 0.01 ) Net loss per share – diluted: Common Shares $ ( 3.20 ) $ ( 0.01 ) The following securities have been excluded from the calculations of diluted earnings (loss) per share allocable to common shareholders because including them would have been antidilutive are, as follows: June 30, 2023 2022 Shares subject to warrants to purchase common stock 25,646,253 25,818,247 Shares subject to options to purchase common stock 2,869,837 3,503,527 Shares subject to restricted stock units 1,162,439 1,902,068 Total 29,678,529 31,223,842

Subsequent Events

Subsequent Events	12 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	20. Subsequent Events Debt Amendment On October 12, 2023, the Compa ny 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. Nasdaq Deficiency Notice On September 13, 2023, the Company received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer meets Nasdaq Listing Rule 5450(a)(1), which requires listed companies to maintain a minimum bid price of at least $ 1 per share. Nasdaq Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar days, or until March 11, 2024, in which to regain compliance with the minimum bid price requirement. If the Company evidences a closing bid price of at least $ 1 per share for a minimum of 10 consecutive business days during the 180-day compliance period, the Company will automatically regain compliance. In the event the Company does not regain compliance with the $ 1 bid price requirement by March 11, 2024, the Company may be eligible for consideration of a second 180-day compliance period. To qualify for this additional compliance period, the Company would be required to transfer the listing of the common stock to the Nasdaq Capital Market. To qualify, the Company must meet the continued listing requirement for the applicable market value of publicly held shares requirement and all other applicable initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement. In addition, the Company would also be required to notify Nasdaq of its intent to cure the minimum bid price deficiency. If the Company fails to regain compliance with the Nasdaq continued listing standards, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. The notification has no immediate effect on the listing of the Company’s common stock on Nasdaq. The Company intends to monitor the closing bid price of its common stock and consider its available options in the event the closing bid price of its common stock remains below $ 1 per share. Restructuring On July 20, 2023, the Company's executive officers, authorized by the Board of Directors (the "Board") to take such action, approved an organizational restructuring plan (the "Plan") to expand margin through simplification and improved execution, measurably reduce costs, improve cash management, monetize assets, reduce debt and grow revenue of its key brands. As part of the Plan, there was a reduction in force affecting approximately 25 roles, or 4 % of the workforce, which is expected to increase the Company's annualized cost savings to approximately $ 6 million, including the impact of the actions taken in March 2023, which was a reduction in force of approximately 20 roles. Cash expenditures for the reduction in force are estimated to be $ 6 million to $ 7 million, substantially all of which are related to employee severance and benefits costs. The majority of the expense is expected to be accrued in the first quarter of 2024. Executive Leadership Changes On July 20, 2023, the Company announced that the Board appointed Seth Kaufman, age 49, as the Company’s President and Chief Executive Officer, effective on or prior to October 30, 2023. In connection with such appointment, the Company entered into an Employment Agreement with Mr. Kaufman , pursuant to which the Company will pay an annualized base salary of $ 900 thousand, a target bonus of 80 % of base salary, which is guaranteed for fiscal 2024, and a signing bonus of $ 326 thousand payable in two equal lump sums on the 6-month and 12-month anniversary dates of his employment, respectively. Additionally, the Company awarded Mr. Kaufman a one-time grant of 4 million stock options, pursuant to the Company's 2021 Omnibus Incentive Plan (the "2021 Plan"), with each one-fourth of the granted options vesting over four years and being exercisable at $ 1.50 , $ 3.00 , $ 4.50 , and $ 6.00 per share respectively; 1 million time-vesting restricted stock units pursuant to the 2021 Plan, which vest over four years; and 2 million performance-vesting restricted stock units (the "PSUs") pursuant to the 2021 Plan, which vest over four years, provided that for each one-third of the granted PSUs, the Volume Weighted Average Price per share of the Company's common stock over a 30 day consecutive trading day period preceding an applicable vesting date is at least $ 2.00 , $ 4.00 , and $ 6.00 per share, respectively. On July 19, 2023, the Company and Terry Wheatley, President of VWE, entered into a Separation Agreement and Release of all Claims (the "Separation Agreement") whereby Ms. Wheatley voluntarily elected to resign from the Company. Pursuant to the terms of the Separation Agreement, the employment agreement between the Company and Ms. Wheatley effective June 7, 2021 (the "Prior Employment Agreement") was terminated and upon such termination the Company agreed to provide Ms. Wheatley her accrued but unpaid Base Salary and PTO (as defined in the Prior Employment Agreement) through July 19, 2023, and any vested amounts or benefits that she is entitled to receive under any plan, program, or policy, as described in Section 5.1 of the Prior Employment Agreement. Pursuant to the terms of the Separation Agreement, the Company agreed to pay Ms. Wheatley an amount equal to three years of her annual base salary, to be paid in monthly installments over twenty-four consecutive months, a one-time payment of $ 125 thousand and reimbursement for the cost of health insurance continuation coverage through December 31, 2023, if continuation coverage is elected by Ms. Wheatley. In addition, the Company agreed to use good faith reasonable efforts to enter into an asset purchase agreement for the sale to Ms. Wheatley of the Company’s intellectual property rights related to its "Purple Cowboy," "Wine Sisterhood" and "Gem & Jane" trademarks for a nominal price. The Company and Ms. Wheatley entered into an asset purchase agreement (the "Wheatley APA") effective as of September 17, 2023, whereby the Company sold Ms. Wheatley all of its intellectual property rights related to its "Purple Cowboy," "Wine Sisterhood" and "Gem+Jane" trademarks for a nominal sum. Pursuant to the Wheatley APA, the Company holds a worldwide, non-exclusive license to use the Purple Cowboy intellectual property ("IP") until June 30, 2024 for the purpose of liquidating its existing Purple Cowboy inventory. Pursuant to the Wheatley APA, Ms. Wheatley is required to purchase, by December 31, 2024, all Purple Cowboy inventory held by the Company that was not sold by June 30, 2024, at cost plus shipping charges. From September 17, 2023 to June 30, 2024, the Company has agreed to make sponsorship payments to “Tough Enough to Wear Pink” of all gross profits received from sales of inventory associated with the Purple Cowboy IP. The sponsorship payments are to be made at a rate of $ 20,000 per month with any adjustment needed to account for remaining gross profits not previously covered by the sponsorship payments to be made in the final payment in July 2024. In the event the sponsorship payments exceed the gross profits received by the Company from sales of Purple Cowboy inventory, Ms. Wheatley is required to refund such excess amount to the Company by July 30, 2024. Pursuant to the Wheatley APA, the Company holds a worldwide, partially non-exclusive and partially exclusive license to use the Wine Sisterhood IP for the purpose of liquidating, and until it has liquidated, its existing inventory associated with the Wine Sisterhood IP. Ms. Wheatley has also agreed to pay the Company a royalty of $1.00 per 9-liter case of “Gem+Jane” branded products sold for a period of three years from September 17, 2023.

Organization and Significant _2

Organization and Significant Accounting Policies (Policies)	12 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries, including Sabotage Wine Company, LLC and Splinter Group Napa, LLC. All significant intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Significant estimates include, but are not limited to, revenue recognized from the sale of wine, spirits and cider, accounting for income taxes, contingent consideration, the net realizable value of inventory, estimated fair values of intangible assets in acquisitions, intangible assets and goodwill for impairment, and stock-based compensation.
Reclassifications and Revisions	Reclassifications and Revisions Subsequent to the issuance of the Company's financial statements for 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 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 fiscal 2023 interim period would have had a material effect on the results of operations for such periods. 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, and certain prior year amounts have been reclassified for consistency with the current year presentation. Additionally, comparative prior period amounts in the applicable notes to the consolidated financial statements have been revised and our beginning accumulated deficit was increased by $ 0.7 million, net of a tax benefit of $ 0.3 million, as a consequence of the immaterial impact of the identified errors to periods prior to July 1, 2021. Regarding our previously reported consolidated balance sheet as of June 30, 2022, the following table presents the impact of certain immaterial out-of-period items, reclassifications and other adjustments including but not limited to: (i) $ 1.8 million reclassification from restricted cash to cash and cash equivalents as well as $ 0.7 million reclassification for outstanding checks between cash and cash equivalents and accounts payable; (ii) $ 1.9 million non-recurring adjustment to prepaid expenses and other current assets related to the formation of VWE Captive, LLC; (iii) $ 2.6 million adjustment to property, plant and equipment, net due to an overstatement of depreciation expense arising from the incorrect classification of assets as part of historical purchase price allocations; (iv) $ 1.5 million reclassification between property, plant and equipment and inventories related to specific spirits barrels; (v) $ 1.3 million adjustment to intangible assets, net due to impairment; (vi) $ 2.1 million non-recurring adjustment to accrued liabilities and other payables for historical acquisitions; (vii) $ 1.8 million adjustment to additional paid-in capital and retained earnings due to overstatement of stock-based compensation expense arising from an incorrect service period used in expense recognition; and (viii) $ 0.7 million adjustment to accumulated deficit due to a prior year equity reduction of $ 0.7 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 Regarding the previously reported consolidated statement of operations for the year ended June 30, 2022, the following table presents the impact of certain immaterial out-of-period adjustments and reclassifications including but not limited to: (i) $ 1.3 million adjustment to intangible assets, net and retained earnings due to impairment recognized in 2022; (ii) $ 1.8 million adjustment to additional paid-in capital and selling, general, and administrative expenses due to overstatement of stock-based compensation expense arising from an incorrect service period used in expense recognition. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended June 30, 2022 (in thousands, except share and per share amounts) As Previously Reported Adjustments As Revised Net revenues Wine, spirits and cider $ 208,954 ( 935 ) $ 208,019 Total net revenues 293,770 ( 935 ) 292,835 Cost of revenues Wine, spirits and cider 151,117 ( 283 ) 150,834 Nonwine 52,698 390 53,088 Total cost of revenues 203,815 107 203,922 Gross profit 89,955 ( 1,042 ) 88,913 Selling, general, and administrative expenses 105,296 ( 8,318 ) 96,978 Amortization Expense - 5,948 5,948 Impairment of intangible assets - 1,281 1,281 Loss on sale of property, plant, and equipment 485 ( 119 ) 366 Gain on remeasurement of contingent consideration liabilities ( 3,570 ) 155 ( 3,415 ) Loss from operations ( 7,922 ) 11 ( 7,911 ) Other income Net unrealized gain on interest rate swap agreements 22,950 ( 372 ) 22,578 Total other income, net 8,304 ( 372 ) 7,932 Income before provision for income taxes 382 ( 361 ) 21 Income tax provision 1,061 ( 338 ) 723 Net loss ( 679 ) ( 23 ) ( 702 ) Net loss attributable to the noncontrolling interests ( 108 ) ( 169 ) ( 277 ) Net loss attributable to Vintage Wine Estates, Inc. ( 571 ) 146 ( 425 ) Net loss allocable to common stockholders $ ( 571 ) $ 146 $ ( 425 ) Net loss per share allocable to common stockholders Basic $ ( 0.01 ) $ 0.00 $ ( 0.01 ) Diluted $ ( 0.01 ) $ 0.00 $ ( 0.01 ) The following table presents the impact of the adjustments and reclassifications discussed above on the consolidated cash flow statement for the year ended June 30, 2022: CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended June 30, 2022 (in thousands) As Previously Reported Adjustments As Revised Cash flows from operating activities Net loss $ ( 679 ) $ ( 23 ) $ ( 702 ) Adjustments to reconcile net loss to net cash from operating activities: Depreciation and amortization expense 23,930 ( 23,930 ) - Depreciation expense - 15,248 15,248 Amortization expense - 6,343 6,343 Goodwill and intangible assets impairment expense - 1,281 1,281 Amortization of deferred loan fees and line of credit fees 394 ( 394 ) - Amortization of label design fees 973 ( 973 ) - Stock-based compensation expense 6,915 ( 1,799 ) 5,116 Provision for doubtful accounts ( 22 ) ( 272 ) ( 294 ) Remeasurement of contingent consideration liabilities ( 3,570 ) 155 ( 3,415 ) Net unrealized gain on interest rate swap agreements ( 22,950 ) 372 ( 22,578 ) Provision for deferred income tax 981 ( 338 ) 643 Loss on disposition of assets 485 ( 119 ) 366 Change in operating assets and liabilities (net of effect of business combinations): Accounts receivable ( 13,183 ) 595 ( 12,588 ) Inventories 18,075 387 18,462 Prepaid expenses and other current assets ( 4,656 ) 1,529 ( 3,127 ) Other assets ( 2,464 ) ( 143 ) ( 2,607 ) Accounts payable ( 7,795 ) 260 ( 7,535 ) Accrued liabilities and other payables ( 2,217 ) 2,514 297 Other - ( 836 ) ( 836 ) Net cash provided by operating activities 15,982 ( 143 ) 15,839 Cash flows from investing activities Label design expenditures ( 143 ) 143 - Net cash used in investing activities ( 98,505 ) 143 ( 98,362 ) Cash flows from financing activities Outstanding checks in excess of cash 1,759 ( 734 ) 1,025 Net cash provided by financing activities 9,136 ( 734 ) 8,402 Net change in cash, cash equivalents and restricted cash ( 73,387 ) ( 734 ) ( 74,121 ) Cash, cash equivalents and restricted cash, end of year $ 50,292 $ ( 734 ) $ 49,558 Supplemental cash flow information Noncash investing and financing activities: Acquisition of assets under capital leases $ - $ ( 692 ) $ ( 692 )
Cash	Cash and Cash Equivalents Cash consists of deposits held at financial institutions. Cash equivalents consists of money market accounts.
Restricted Cash	Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sums to the total of the same such amounts as shown in the consolidated statements of cash flows: (in thousands) June 30, 2023 June 30, 2022 Cash and cash equivalents $ 18,233 $ 44,758 Restricted cash - 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows $ 18,233 $ 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 Hopland facility. In July 2022, the Deposit Control Agreement was terminated upon certification that the conditions related to the Hopland facility were satisfied and the underlying cash restrictions were lifted.
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): Measurement of Credit Losses of Financial Instruments, 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, establish appropriate reserves to cover expected losses and consider historical loss rates over customer groupings with similar risk characteristics 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 reserve for credit losses and the provision for the allowance for credit losses were insignificant for the year ended June 30, 2023 and $ 0.4 million for the year ended June 30, 2022, We do not accrue interest on past-due amounts. The accounts written off were immaterial for the years ended June 30, 2023 and 2022, respectively . Other receivables include insurance-related receivables, income tax receivables and other miscellaneous receivables.
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.
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 loss from operations 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.
Property, Pant and Equipment	Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the asset’s estimated useful life or the life of the related lease. Costs of maintenance and repairs are charged to expense as incurred; significant renewals and betterments are capitalized. Vineyard development costs, including certain cultural costs for continuing cultivation of vines not yet bearing fruit, are capitalized. Depreciation of vineyard development costs commences when commercial grape yields are achieved, generally in the third year after planting. Estimated useful lives are generally as follows: Buildings and improvements 10 - 39 years Cooperage 3 - 5 years Furniture and equipment 3 - 10 years Machinery and equipment 5 - 20 years Vineyards 7 - 10 years Loss on Sale of Assets Loss on sale of assets for the years ended June 30, 2023 and June 30, 2022 was $ 8.3 million and $ 0.4 million, respectively. As part of our simplification efforts, on June 29, 2023, the Company completed its sale of the assets of The Sommelier Company for a negligible amount of proceeds and an estimated earnout of $ 0.3 million. As a result of the sale, the Company recognized a loss on sale of assets of $ 9.7 million, of which $ 9 million was goodwill. The Company also sold Laetitia assets and incurred a loss of $ 4.5 million. These were partially offset by the Tenma Vineyard sale, in the quarter ended March 31, 2023, where we recognized a gain on the sale of assets of $ 6.1 million.
Loss on Sale of Assets	Loss on Sale of Assets Loss on sale of assets for the years ended June 30, 2023 and June 30, 2022 was $ 8.3 million and $ 0.4 million, respectively. As part of our simplification efforts, on June 29, 2023, the Company completed its sale of the assets of The Sommelier Company for a negligible amount of proceeds and an estimated earnout of $ 0.3 million. As a result of the sale, the Company recognized a loss on sale of assets of $ 9.7 million, of which $ 9 million was goodwill. The Company also sold Laetitia assets and incurred a loss of $ 4.5 million. These were partially offset by the Tenma Vineyard sale, in the quarter ended March 31, 2023, where we recognized a gain on the sale of assets of $ 6.1 million.
Sale-leaseback Transaction	Sale-leaseback Transaction Prior to the adoption of ASC 842, Leases , we accounted for the sale and leaseback of vineyards under ASC 840, Sale-Leaseback Accounting of Real Estate . Given we were considered to retain more than a minor part, but less than substantially all of the use of the property, a gain was recognized to the extent it exceeded the present value of the leaseback payments. Any gain that was less than or equal to the present value of the leaseback payments was deferred and amortized on a straight-line basis over the leaseback term. We derecognized the asset from our consolidated balance sheet at the sale closing. The gain is essentially a reduction to offset the future lease payment. The deferred gain was $ 10.7 million as of June 30, 2022 . In accordance with the guidance, with the adoption of ASC 842 on July 1, 2022, the deferred gain of $ 10.7 million, net of tax effect of $ 2.9 million, was recognized as a cumulative-effect adjustment to equity.
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 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 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 incl uded in the operating lease ROU assets and lease liabilities. These amounts primarily include payments for taxes, parking and common area expenses. See Note 9.
Business Combinations	Business Combinations Business combinations are accounted for under Accounting Standards Codification (“ASC”) 805—Business Combinations, using the acquisition method of accounting under which all acquired tangible and identifiable intangible assets and assumed liabilities and applicable noncontrolling interests are recognized at fair value as of the respective acquisition date, while the costs associated with the acquisition of a business are expensed as incurred. The allocation of purchase consideration requires management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates can include, but are not limited to, a market participant’s expectation of future cash flows from acquired customers, acquired trade names, useful lives of acquired assets, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from such estimates. During the measurement period, which is no longer than one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. Upon the conclusion of the measurement period, any subsequent adjustments are recognized in operations.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill arises from business combinations and is determined as the excess of the fair value of consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized. It is tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change in a way to indicate that there has been a potential decline in the fair value of a reporting unit. The Company performs its annual impairment testing in its fourth quarter. There were impairment charges for goodwill during the fourth and second quarters of the year ended June 30, 2023. As a result, the goodwill balance as of June 30, 2023 is zero . See Note 6 for additional information. Intangible assets represent purchased assets consisting of both indefinite and finite-lived intangible assets. Certain criteria are used in determining whether intangible assets acquired in a business combination must be recognized and reported separately. Our indefinite-lived intangible assets, representing trade names, trademarks and winery use permits, are initially recognized at fair value and subsequently stated at adjusted costs, net of any recognized impairments. The indefinite-lived assets are not subject to amortization. Finite-lived intangible assets, comprised of customer relationships, trade names and trademarks, are amortized using a method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used. If that pattern cannot be reliably determined, the intangible assets are amortized using the straight-line method over their estimated useful lives and are tested for impairment along with other long-lived assets. Amortization related to the finite-lived assets is included in loss from operations. Intangible assets are reviewed annually for impairment, as of the end of the reporting period, or sooner if events or circumstances indicate the carrying amount of the asset may not be recoverable. There were impairment charges for trade names and trademarks during the second and fourth quarters of the year ended June 30, 2023. See Note 6 for additional information.
Label and Package Design Costs	Label and Package Design Costs Label and package design costs are capitalized and generally amortized over an estimated useful life of two years . Amortization of label and packaging design costs are included in selling, general and administrative expenses and were $ 0.4 million a nd $ 1.0 million for the years ended June 30, 2023 and 2022 , respectively.
Long-Lived Assets	Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying amount of such assets or intangible assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asse t. No impairment loss was recognized for long-lived assets during the years ended June 30, 2023 and 2022 .
Contingent Consideration Liabilities	Contingent Consideration Liabilities Contingent consideration liabilities are recorded at fair value when incurred in a business combination. The fair value of these estimates are based on available historical information and on future expectations of actions we may undertake in the future. These estimated liabilities are re-measured at each reporting date with the change in fair value recognized as an operating expense in the Company’s consolidated statements of operations. Subsequent changes in the fair value of the contingent consideration are classified as an adjustment to cash flows from operating activities in the consolidated statements of cash flows because the change in fair value is an input in determining net loss. Cash paid in settlement of contingent consideration liabilities are classified as cash flows from financing activities up to the acquisition date fair value with any excess classified as cash flows from operating activities. Changes in the fair value of contingent consideration liabilities associated with the acquisition of a business can result from updates to assumptions such as the expected timing or probability of achieving customer related performance targets, specified sales milestones, changes in unresolved claims, projected revenue or changes in discount rates. Significant judgment is used in determining those assumptions as of the acquisition date and for each subsequent reporting period. Therefore, any changes in the fair value will impact our results of operations in such reporting period, thereby resulting in potential variability in our operating results until such contingencies are resolved.
Deferred Financing Costs	Deferred Financing Costs Deferred financing costs incurred in connection with obtaining new term loans are amortized over the term of the arrangement and recognized as a direct reduction in the carrying amount of the related debt instruments. Amortization of deferred loan fees is included in interest expense on the consolidated statements of operations and are amortized to interest expense over the term of the related debt using the effective interest method. Debt issu ance costs capitalized were $ 0.9 million for the year ended June 30, 2023 . No debt issuance costs were capitalized for the year ended June 30, 2022 . Amortization expense related to debt issuance fees were $ 0.7 million and $ 0.3 million for the years ended June 30, 2023 and 2022 , respectively. If existing financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense.
Line Of Credit Fees	Line of Credit Fees Costs incurred in connection with obtaining new debt financing specific to the line of credit are deferred and amortized over the life of the related financing. If such financing is settled or replaced prior to maturity with debt instruments that have substantially different terms, the settlement is treated as an extinguishment and the unamortized costs are charged to gain or loss on extinguishment of debt. Similar to the treatment of deferred financing costs, if existing financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense. S ee Note 11. Deferred line of credit fees are recognized as a component of prepaid expenses and other current assets and are amortized to interest expense over the term of the related debt using the effective interest method. $ 2.5 million line of credit fees were capitalized in the year ended June 30, 2023 . No line of credit fees were capitalized in 2022. Amortization expense related to line of credit fees were $ 0.5 million and $ 0.1 million for the years ended June 30, 2023 and 2022 , respectively.
Interest Rate Swap Agreements	I nterest Rate Swap Agreements GAAP requires that an entity recognize derivatives that are recorded as either an asset or a liability are measured at fair value at each reporting period. The Company has entered into interest rate swap agreements as a means of managing its interest rate exposure on its debt obligations. These agreements mitigate our exposure to interest rate fluctuations on our variable rate obligations. We have not designated these agreements as cash-flow hedges. Accordingly, changes in the fair value of the interest rate swaps are included in the consolidated statements of operations as a component of other income (expense). We do not enter into financial instruments for trading or speculative purposes.
Noncontrolling Interests and Redeemable Non-controlling Interest	Noncontrolling Interests and Redeemable Noncontrolling Interest Noncontrolling interests represent the portion of profit or loss, net assets and comprehensive loss that is not allocable to the Company. The redeemable noncontrolling interest is contingently redeemable by the holders. The redeemable noncontrolling interests are not being accreted to their redemption amount as we do not deem redemption probable; notwithstanding, should the instruments redemption become probable, we will thereupon begin to accrete, to the earliest date the holders can demand redemption, the redemption amount.
Fair Value Measurements	Fair Value Measurements We determine fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In arriving at fair value, we use a hierarchy of inputs that maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 : Quoted prices in active markets for identical assets or liabilities. Level 2 : Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 : Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of June 30, 2023 and 2022, the carrying value of the current assets and liabilities approximates fair value due to the short-term maturities of these instruments. The fair value of our long-term variable rate debt approximates carrying value, excluding the effect of unamortized debt discount, as they are based on borrowing rates currently available to the Company for debt with similar terms and maturities (Level 2 inputs). Our contingent consideration and interest rate swap agreement are remeasured at fair value on a recurring basis as of June 30, 2023 and 2022 .
Revenue Recognition	Revenue Recognition Point in Time — Revenue is recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for its arrangements, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We recognize revenue when obligations under the terms of a contract with our customer are satisfied. Generally, this occurs when the product is shipped and title passes to the customer, and when control of the promised product or service is transferred to the customer. Our standard terms are free on board (“FOB”) shipping point, with no customer acceptance provisions. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. We account for shipping and handling as activities to fulfill our promise to transfer the associated products. Accordingly, we record amounts billed for shipping and handling costs as a component of net sales and classify such costs as a component of costs of sales. Our products are generally not sold with a right of return unless the product is spoiled or damaged. Historically, returns have not been significant to the Company. Over Time — Certain long-term contracts in our Business-to-Business ("B2B") segment are for custom wine making services and include services such as fermentation, barrel aging, procurement of dry goods, bottling and cased goods. Additionally, we provide storage services for wine inventory of various customers. We recognize revenue over time as the contract specific performance obligations are met. The Company elected to apply the "as-invoiced" practical expedient to such revenues, and as a result, will bypass estimating the variable transaction price.
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.
Disaggregation of Revenue	Disaggregation of Revenue The following tables summarize the revenue by region for the years ended June 30, 2023 and 2022: June 30, (in thousands) 2023 2022 United States $ 280,950 $ 286,414 International 2,278 6,421 Total net revenue $ 283,228 $ 292,835 The following table provides a disaggregation of revenue based on the pattern of revenue recognition for the years ended June 30, 2023 and 2022: June 30, (in thousands) 2023 2022 Point in time $ 236,313 $ 252,742 Over time 46,915 40,093 Total net revenue $ 283,228 $ 292,835
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 June 30, 2023 and 2022 , we had $ 19.3 million and $ 49.0 million respectively, in four major financial institutions in excess of FDIC insurance limits. 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 net revenues: June 30, 2023 June 30, 2022 Revenue as a percent of total revenue Customer A 18.6 % 20.9 % The following table summarizes customer concentration of receivables: June 30, 2023 June 30, 2022 Receivables as a percent of total receivables Customer A 39.5 % 26.3 % Revenues fo r sales to Customer A are included within the Business-to-Business reportable segment. Note 18.
Shipping	Shipping Shipping and handling revenues are classified as wine, spirits and cider revenues. Shipping and handling costs are included in wine, spirits and cider cost of revenues.
Excise Taxes	Excise Taxes Excise taxes are levied by government agencies on beverages containing alcohol, including wine and spirits. These taxes are not collected from customers but are instead the responsibility of the Company. Applicable excise taxes are included in net revenues and were $ 15.8 million an d $ 11.2 million for the years ended June 30, 2023 and 2022 , respectively.
Sales Taxes	Sales Taxes Sales taxes are pass-through taxes that are collected from customers at the time of sale and remitted to governmental agencies by the Company. These amounts are not reflected as revenues.
Stock-Based Compensation	Stock-Based Compensation Stock-based compensation provided to employees is recognized in the consolidated statement of operations and comprehensive income (loss) based on the grant date fair value of the awards. The fair value of restricted stock units is determined by the grant date market price of our common shares. The fair value of stock options is determined on the grant date using a Black-Scholes model or Monte Carlo simulation model, depending on the terms of the award. The determination of the grant date fair value of stock option awards granted is affected by a number of variables, including the fair value of the Company's common stock, the expected common stock price volatility over the life of the awards, the expected term of the stock option, risk-free interest rates and the expected dividend yield of the Company's common stock. Due to the Company's limited trading history since becoming a public company on June 7, 2021, the Company derived its volatility from the average historical stock volatilities of several peer public companies over a period equivalent to the expected term of the awards. The compensation expense recognized for stock-based awards is net of estimated forfeitures and is recognized ratably over the service period of the awards. Al l income tax effects of stock-based awards are recognized in the consolidated statements of operations and comprehensive income (loss) as awards vest or are settled. We record stock-based compensation expense in selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss).
Advertising	Advertising Advertising costs are expensed either as the costs are incurred or the first time the advertising takes place. Advertising expense was $ 4.6 million and $ 5.2 million for the years ended June 30, 2023 and 2022 , respectively.
Casualty Gains	Casualty Gains In relation to various events related to weather and wildfires, the Company received insurance and litigation proceeds of $ 2.3 million and $ 3.0 million for the years ended June 30, 2023 and 2022, respectively.
Income Taxes	Income Taxes Deferred income taxes are determined using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the expected recognition of a deferred income tax asset is unlikely. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement. We recognize interest and penalties related to income tax matters as a component of income tax expense
Comprehensive Income or Loss	Comprehensive Income or Loss We had no items of comprehensive income or loss other than net income (loss) for the years ended June 30, 2023 and 2022. Therefore, a separate statement of comprehensive income (loss ) has not been included in the accompanying consolidated financial statements.
Earnings Per Share	Earnings Per Share Basic and diluted earnings per share allocable to common stockholders is presented in conformity with the two-class method required for participating securities. We considered our Series B stock to be participating securities as, in the event a dividend is paid on Series A stock, the holders of Series B stock would be entitled to receive dividends on a basis consistent with the Series A stockholders. The two-class method determines earnings per share for each class of common and participating securities according to dividends declared or accumulated as well as participation rights in undistributed earnings. The two-class method requires income available to stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Legacy VWE’s redeemable Series B stock was a participating security. Under the two-class method, any net loss attributable to common stockholders is not allocated to the Series B stock as the holders of the Series B stock did not have a contractual obligation to share in losses. Basic earnings 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 earnings per share, stock options and warrants to purchase common stock are considered potentially dilutive securities but are excluded from the calculation of diluted earnings per share when their effect is antidilutive. As a result, in certain periods, diluted earnings per share is the same as basic earnings per share for the periods presented. The computation of net income (loss) available to Series A stockholders is computed by deducting the dividends declared, if any, and cumulative dividends, whether or not declared, in the period on Series B stock (whether paid or not) from the reported net income (loss). As the Merger has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of Legacy VWE’s consolidated financial statements, with the Legacy VWE Equity, which has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, BCAC. As a result, earnings per share was also restated for periods ended prior to the Merger.
Self-Insurance	Self-Insurance On September 9, 2021, the Company formed VWE Captive, LLC, a wholly-owned captive insurance company ("Captive"), which became operational on October 1, 2021. The Company formed Captive to self-insure the first $ 10.0 million of claims, above which limit, the Company has secured insurance. The insurance policy protects us against a portion of our risk of loss related to earthquakes, floods and named wildfires and windstorms. During 2023, we added Directors and Officers insurance to self-insure the firs t $ 5.0 million of cla ims, above which limit, the Company has secured insurance.
Segment information	Segment Information We operate in three reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker (“CODM”), our Chief Executive Officer, allocates resources and assesses performance based upon discrete financial information at the segment level. See Note 18.
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 Issued Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Pronouncements In December 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-06: Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which defers the sunset date of ASU 2020-04: Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting from March 31, 2023 to December 31, 2024. ASU 2020-04 provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, to simplify the accounting for transitioning from the London Interbank Offered Rate, and other interbank offered rates expected to be discontinued, to alternative reference rates. After December 31, 2024, entities will no longer be permitted to apply the relief in Topic 848. The adoption of this ASU did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued Accounting Standards Codification 842 or "Topic 842", which supersedes the guidance in ASC 840, Leases. The new standard, as amended by subsequent ASUs on Topic 842 and recent extensions issued by the FASB in response to COVID-19, requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of its classification. Leases with a term of 12 months or less are accounted for in the Company's consolidated statements of operations. The Company adopted Topic 842 effective July 1, 2022 using the modified retrospective approach, whereby we recognized a transition adjustment at the effective date of Topic 842, rather than at the beginning of the earliest comparative period presented. Prior period information was not restated. In addition, the Company applied the package of transition practical expedients, which allows the Company to carryforward its population of existing leases, the classification of each lease and the treatment of initial direct costs as of the period of adoption. The Company did not elect the practical expedient related to hindsight analysis which allows a lessee to use hindsight in determining the lease term and in assessing impairment of the entity’s ROU assets. The Company identified the population of real estate and equipment leases to which the guidance applies and implemented changes in its systems, procedures and controls relating to how lease information is obtained, processed and analyzed. Upon adoption, the Company recognized $ 37.6 million in ROU assets that represent the Company's right to use the underlying assets for the lease term and $ 39.2 million in lease obligations that represent the Company's obligation to make lease payments arising from the lease. The ROU assets recognized upon adoption of Topic 842, included the reclassification of $ 2.1 million of deferred rent and $ 0.4 million of prepaid rent. In addition, a deferred gain related to a sale-leaseback transaction that occurred under ASC 840 of $ 7.7 million, net of taxes of $ 2.9 million, was reclassified to equity. See Note 9. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in more timely recognition of credit losses. The Company adopted ASU No. 2016-13, as amended effective July 1, 2022. We consider historical loss rates over customer groupings with similar risk characteristics to develop our allowance for expected credit losses. We review these factors quarterly to determine if any adjustments are needed to the allowance. The adoption of this guidance did not have a material impact on our consolidated financial statements. Recently Issued Accounting Pronouncements The recently issued accounting pronouncements are not expected to have an impact on the Company.

Organization and Significant _3

Organization and Significant Accounting Policies (Tables)	12 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Schedule of Restatement of Previously Issued Condensed Consolidated Financial Statements	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 Regarding the previously reported consolidated statement of operations for the year ended June 30, 2022, the following table presents the impact of certain immaterial out-of-period adjustments and reclassifications including but not limited to: (i) $ 1.3 million adjustment to intangible assets, net and retained earnings due to impairment recognized in 2022; (ii) $ 1.8 million adjustment to additional paid-in capital and selling, general, and administrative expenses due to overstatement of stock-based compensation expense arising from an incorrect service period used in expense recognition. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended June 30, 2022 (in thousands, except share and per share amounts) As Previously Reported Adjustments As Revised Net revenues Wine, spirits and cider $ 208,954 ( 935 ) $ 208,019 Total net revenues 293,770 ( 935 ) 292,835 Cost of revenues Wine, spirits and cider 151,117 ( 283 ) 150,834 Nonwine 52,698 390 53,088 Total cost of revenues 203,815 107 203,922 Gross profit 89,955 ( 1,042 ) 88,913 Selling, general, and administrative expenses 105,296 ( 8,318 ) 96,978 Amortization Expense - 5,948 5,948 Impairment of intangible assets - 1,281 1,281 Loss on sale of property, plant, and equipment 485 ( 119 ) 366 Gain on remeasurement of contingent consideration liabilities ( 3,570 ) 155 ( 3,415 ) Loss from operations ( 7,922 ) 11 ( 7,911 ) Other income Net unrealized gain on interest rate swap agreements 22,950 ( 372 ) 22,578 Total other income, net 8,304 ( 372 ) 7,932 Income before provision for income taxes 382 ( 361 ) 21 Income tax provision 1,061 ( 338 ) 723 Net loss ( 679 ) ( 23 ) ( 702 ) Net loss attributable to the noncontrolling interests ( 108 ) ( 169 ) ( 277 ) Net loss attributable to Vintage Wine Estates, Inc. ( 571 ) 146 ( 425 ) Net loss allocable to common stockholders $ ( 571 ) $ 146 $ ( 425 ) Net loss per share allocable to common stockholders Basic $ ( 0.01 ) $ 0.00 $ ( 0.01 ) Diluted $ ( 0.01 ) $ 0.00 $ ( 0.01 ) The following table presents the impact of the adjustments and reclassifications discussed above on the consolidated cash flow statement for the year ended June 30, 2022: CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended June 30, 2022 (in thousands) As Previously Reported Adjustments As Revised Cash flows from operating activities Net loss $ ( 679 ) $ ( 23 ) $ ( 702 ) Adjustments to reconcile net loss to net cash from operating activities: Depreciation and amortization expense 23,930 ( 23,930 ) - Depreciation expense - 15,248 15,248 Amortization expense - 6,343 6,343 Goodwill and intangible assets impairment expense - 1,281 1,281 Amortization of deferred loan fees and line of credit fees 394 ( 394 ) - Amortization of label design fees 973 ( 973 ) - Stock-based compensation expense 6,915 ( 1,799 ) 5,116 Provision for doubtful accounts ( 22 ) ( 272 ) ( 294 ) Remeasurement of contingent consideration liabilities ( 3,570 ) 155 ( 3,415 ) Net unrealized gain on interest rate swap agreements ( 22,950 ) 372 ( 22,578 ) Provision for deferred income tax 981 ( 338 ) 643 Loss on disposition of assets 485 ( 119 ) 366 Change in operating assets and liabilities (net of effect of business combinations): Accounts receivable ( 13,183 ) 595 ( 12,588 ) Inventories 18,075 387 18,462 Prepaid expenses and other current assets ( 4,656 ) 1,529 ( 3,127 ) Other assets ( 2,464 ) ( 143 ) ( 2,607 ) Accounts payable ( 7,795 ) 260 ( 7,535 ) Accrued liabilities and other payables ( 2,217 ) 2,514 297 Other - ( 836 ) ( 836 ) Net cash provided by operating activities 15,982 ( 143 ) 15,839 Cash flows from investing activities Label design expenditures ( 143 ) 143 - Net cash used in investing activities ( 98,505 ) 143 ( 98,362 ) Cash flows from financing activities Outstanding checks in excess of cash 1,759 ( 734 ) 1,025 Net cash provided by financing activities 9,136 ( 734 ) 8,402 Net change in cash, cash equivalents and restricted cash ( 73,387 ) ( 734 ) ( 74,121 ) Cash, cash equivalents and restricted cash, end of year $ 50,292 $ ( 734 ) $ 49,558 Supplemental cash flow information Noncash investing and financing activities: Acquisition of assets under capital leases $ - $ ( 692 ) $ ( 692 )
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 consolidated balance sheet that sums to the total of the same such amounts as shown in the consolidated statements of cash flows: (in thousands) June 30, 2023 June 30, 2022 Cash and cash equivalents $ 18,233 $ 44,758 Restricted cash - 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows $ 18,233 $ 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 Hopland facility. In July 2022, the Deposit Control Agreement was terminated upon certification that the conditions related to the Hopland facility were satisfied and the underlying cash restrictions were lifted.
Summary of Estimated Useful Lives	Estimated useful lives are generally as follows: Buildings and improvements 10 - 39 years Cooperage 3 - 5 years Furniture and equipment 3 - 10 years Machinery and equipment 5 - 20 years Vineyards 7 - 10 years
Summary of Revenue by Segment and Region	The following tables summarize the revenue by region for the years ended June 30, 2023 and 2022: June 30, (in thousands) 2023 2022 United States $ 280,950 $ 286,414 International 2,278 6,421 Total net revenue $ 283,228 $ 292,835
Summary of Disaggregation of Revenue	The following table provides a disaggregation of revenue based on the pattern of revenue recognition for the years ended June 30, 2023 and 2022: June 30, (in thousands) 2023 2022 Point in time $ 236,313 $ 252,742 Over time 46,915 40,093 Total net revenue $ 283,228 $ 292,835
Schedules of Customer Concentration Risk	The following table summarizes customer concentration of net revenues: June 30, 2023 June 30, 2022 Revenue as a percent of total revenue Customer A 18.6 % 20.9 % The following table summarizes customer concentration of receivables: June 30, 2023 June 30, 2022 Receivables as a percent of total receivables Customer A 39.5 % 26.3 %

Business Combinations (Tables)

Business Combinations (Tables)	12 Months Ended
	Jun. 30, 2023
Vinesse, LLC
Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired	The allocation of the consideration for the net assets acquired from the acquisition of Vinesse was as follows: (in thousands) Sources of financing Cash $ 14,000 Accrued other 600 Contingent consideration 2,400 Fair value of consideration 17,000 Assets acquired: Fixed assets 121 Inventory 2,502 Trade Names and Trademarks 1,200 Customer relationships 3,700 Total identifiable assets acquired 7,523 Goodwill $ 9,477
ACE Cider
Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired	The allocation of the consideration for the net assets acquired from the acquisition of ACE Cider were as follows: (in thousands) Sources of financing Cash $ 46,880 Accrued other 60 Contingent consideration 500 Fair value of consideration 47,440 Assets acquired: Fixed assets 4,205 Inventory 1,350 Trademarks 6,600 Customer relationships 14,300 Deferred tax liability ( 6,554 ) Total identifiable assets acquired 19,901 Goodwill $ 27,539
Meier's Wine Cellars, Inc
Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired	The allocation of the consideration for the net assets acquired from the acquisition of Meier's were as follows: (in thousands) Sources of financing Cash $ 12,500 Shares of common stock 10,521 Contingent consideration 4,900 Settlement of pre-existing relationship ( 125 ) Fair value of consideration 27,796 Assets acquired: Accounts receivable 3,669 Fixed assets 12,859 Inventory 4,280 Other assets 356 Trademarks 700 Customer relationships 6,400 Accounts payable and accrued expenses ( 2,682 ) Deferred tax liability ( 6,033 ) Total identifiable assets acquired 19,549 Goodwill $ 8,247

Inventory (Tables)

Inventory (Tables)	12 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventory consists of the following: (in thousands) June 30, 2023 June 30, 2022 Bulk wine, spirits and cider $ 84,602 $ 88,978 Bottled wine, spirits and cider 100,075 86,785 Bottling and packaging supplies 15,690 16,328 Nonwine inventory 996 831 Total inventories $ 201,363 $ 192,922

Assets Held for Sale (Tables)

Assets Held for Sale (Tables)	12 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]
Schedule of Carrying Amounts of Assets Held for Sale	The carrying amounts of assets held for sale consists of the following: (in thousands) June 30, 2023 Tamarack Cellars property, plant and equipment held for sale $ 1,059 Less accumulated depreciation and amortization ( 548 ) Total assets held for sale $ 511

Property, Plant and Equipment (

Property, Plant and Equipment (Tables)	12 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property, Plant and Equipment	Property, plant and equipment consists of the following: (in thousands) June 30, 2023 June 30, 2022 Buildings and improvements $ 147,519 $ 139,223 Land 31,073 46,632 Machinery and equipment 81,807 77,676 Cooperage 11,078 10,165 Vineyards 9,960 12,860 Furniture and fixtures 1,509 1,754 282,946 288,310 Less accumulated depreciation ( 75,917 ) ( 66,987 ) 207,029 221,323 Construction in progress 8,938 17,396 $ 215,967 $ 238,719

Goodwill and Intangibles Asse_2

Goodwill and Intangibles Assets (Tables)	12 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Goodwill by Reportable Segment	The following is a rollforward of the Company’s goodwill by reportable segment: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Total Balance at June 30, 2021 $ 88,808 $ 20,342 $ 745 $ 109,895 Additions from current year acquisitions 27,539 9,477 8,247 45,263 Measurement period adjustments ( 43 ) ( 153 ) ( 11 ) ( 207 ) Balance at June 30, 2022 116,304 29,666 8,981 154,951 Goodwill impairment ( 116,304 ) ( 20,673 ) ( 8,981 ) ( 145,958 ) Disposition of business - ( 8,993 ) - ( 8,993 ) Balance at June 30, 2023 $ - $ - $ - $ -
Schedule of Components of Finite-Lived Intangible Assets, Accumulated Amortization, and Indefinite-Lived Assets	The components of finite-lived intangible assets, accumulated amortization, and indefinite-lived assets are as follows: June 30, 2023 (in thousands) Gross Accumulated Accumulated Impairment Losses Net Intangible Indefinite-life intangibles Trade names and trademarks $ 30,102 $ - $ ( 17,477 ) $ 12,625 Winery use permits 6,750 - - 6,750 Total Indefinite-life intangibles 36,852 - ( 17,477 ) 19,375 Definite-life intangibles Customer relationships 28,200 ( 9,812 ) - 18,388 Trade names and trademarks 1,900 ( 669 ) - 1,231 Total definite-life intangibles 30,100 ( 10,481 ) - 19,619 Total other intangible assets $ 66,952 $ ( 10,481 ) $ ( 17,477 ) $ 38,994 June 30, 2022 (in thousands) Gross Accumulated Accumulated Impairment Losses Net Intangible Indefinite-life intangibles Trade names and trademarks $ 30,203 $ - $ ( 1,281 ) $ 28,922 Winery use permits 6,750 - - 6,750 Total Indefinite-life intangibles 36,953 - ( 1,281 ) 35,672 Definite-life intangibles Customer and Sommelier relationships 30,700 ( 4,922 ) - 25,778 Trade names and trademarks 1,900 ( 253 ) - 1,647 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 % 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 June 30, 2023 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 unit 14.0 % 14.5 % 3.0 % 5.0 % 7 x 12.0 x Trademarks 15.5 % 15.5 % 3.0 % 5.0 % 1.5 % 2.0 %
Estimated Future Amortization Expense for Finite-Lived Intangible Assets	As of June 30, 2023, the estimated future amortization expense for finite-lived intangible assets is as follows: (in thousands) 2024 $ 6,072 2025 5,047 2026 4,527 2027 3,179 2028 794 Total estimated amortization expense $ 19,619

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	12 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
Schedule Of Accrued Liabilities	The major classes of accrued liabilities are summarized as follows: (in thousands) June 30, 2023 June 30, 2022 Accrued purchases $ 1,555 $ 6,728 Accrued employee compensation 6,618 5,580 Other accrued expenses 9,459 8,867 Non related party accrued interest expense 563 429 Contingent consideration 4,811 2,710 Unearned Income 1,436 642 Captive insurance liabilities 1,844 2,041 Total Accrued liabilities and other payables $ 26,286 $ 26,997

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Jun. 30, 2023
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: June 30, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 9,874 $ - $ - $ 9,874 Interest rate swaps (1) - 8,986 - 8,986 Total $ 9,874 $ 8,986 $ - $ 18,860 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 8,656 $ 8,656 Total $ - $ - $ 8,656 $ 8,656 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.
Summary of Reconciliation of Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3)	The following table provides a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): (in thousands) Contingent Balance at June 30, 2021 $ 4,631 Acquisitions 7,874 Payments ( 420 ) Change in fair value ( 2,929 ) Balance at June 30, 2022 9,156 Acquisitions - Dispositions ( 120 ) Payments ( 521 ) Change in fair value 141 Balance at June 30, 2023 8,656 Less: current portion ( 4,811 ) Long term portion $ 3,845

Leases (Tables)

Leases (Tables)	12 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Schedule of Components of Lease Expense	The following table summarizes the components of lease expense: (in thousands) June 30, 2023 Operating lease expense $ 7,137 Finance lease expense Amortization of right-of-use assets 286 Interest on lease liabilities 33 Total finance lease expense 319 Variable lease expense 896 Short-term lease expense 234 Total lease expense $ 8,586
Schedule of Supplemental Balance Sheet Items Related to Leases	The following table summarizes supplemental balance sheet items related to leases: (in thousands) June 30, 2023 Operating Leases Operating lease right-of-use assets $ 32,945 Current portion of operating lease liabilities 6,243 Long-term operating lease liabilities 26,792 Total operating lease liabilities 33,035 Finance Leases Finance lease right-of-use assets 630 Current portion of finance lease liabilities 304 Long-term finance lease liabilities 334 Total finance lease liabilities $ 638
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 6.0 Finance leases 2.6 Weighted-average discount rate Operating leases 5.0 % Finance leases 5.0 % The cash paid for amounts included in the measurement of lease liabilities for operating leases was $ 6.2 million for the year ended June 30, 2023.
Schedule of Future Minimum Lease Payments	The minimum annual payments under our lease agreements as of June 30, 2023 are as follows: (in thousands) Operating Leases Finance Leases 2024 $ 6,871 $ 328 2025 6,478 199 2026 6,520 116 2027 6,166 22 2028 4,344 12 Thereafter 7,784 2 Total lease payments 38,163 679 Less imputed interest ( 5,128 ) ( 41 ) Present value of lease liabilities 33,035 638 Current portion of lease liabilities ( 6,243 ) ( 304 ) Total long term lease liabilities $ 26,792 $ 334 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 consolidated balance sheets.

Balance Sheet Components (Table

Balance Sheet Components (Tables)	12 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Inventory	Inventory consists of the following: (in thousands) June 30, 2023 June 30, 2022 Bulk wine, spirits and cider $ 84,602 $ 88,978 Bottled wine, spirits and cider 100,075 86,785 Bottling and packaging supplies 15,690 16,328 Nonwine inventory 996 831 Total inventories $ 201,363 $ 192,922
Accrued Expenses And Other Current Liabilities	The major classes of accrued liabilities are summarized as follows: (in thousands) June 30, 2023 June 30, 2022 Accrued purchases $ 1,555 $ 6,728 Accrued employee compensation 6,618 5,580 Other accrued expenses 9,459 8,867 Non related party accrued interest expense 563 429 Contingent consideration 4,811 2,710 Unearned Income 1,436 642 Captive insurance liabilities 1,844 2,041 Total Accrued liabilities and other payables $ 26,286 $ 26,997

Interest Rate Swaps (Tables)

Interest Rate Swaps (Tables)	12 Months Ended
	Jun. 30, 2023
Interest Rate Cash Flow Hedges [Abstract]
Schedule of Interest Rate Swaps	Interest rate swaps consisted of the following: (in thousands) Fixed Notional Amount Fixed Interest Fair Value Asset (Liability) Date of Agreement June 30, 2023 June 30, 2022 Rate Termination Date 2023 2022 March 2020 $ 28,800 $ 28,800 0.78 % July 2026 $ 2,911 $ 2,282 March 2020 $ 46,800 $ 46,800 0.71 % March 2025 3,249 2,748 July 2019 $ 50,000 $ 50,000 2.34 % July 2026 2,826 971 April 2021 $ - $ 75,000 2.32 % March 2023 - 2,046 May 2019 $ - $ 50,000 2.25 % March 2023 - 1,110 $ 8,986 $ 9,157

Long-Term and Other Short-Ter_2

Long-Term and Other Short-Term Borrowings (Tables)	12 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Summary of Long-term and Other Short-term Obligations	The following table summarizes long-term and other short-term obligations: June 30, (in thousands) 2023 2022 Note to a bank with interest at LIBOR 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 interest at SOFR ( 5.16 %) at June 30, 2023 plus 2.35 %; payable in quarterly installments of $ 1,454 principal with applicable interest; matures in December 2027 ; secured by specific assets of the Company. 142,532 - Capital expenditures borrowings payable at LIBOR plus 1.75 %, payable in quarterly installments of $ 1,077 . Extinguished and refinanced in December 2022. - 40,776 Capital expenditures borrowings payable at SOFR ( 5.16 %) at June 30, 2023 plus 2.35 %, payable in quarterly installments of $ 801 with draw expiring June 2027. 12,762 - Equipment Term Loan payable at SOFR ( 5.16 %) at June 30, 2023 plus 2.35 %, payable in quarterly installments of $ 250 with draw expiring December 2026. 3,433 - Note to a bank with interest fixed at 3.6 %, payable in monthly installments of $ 60 principal with applicable interest; matured in April 2023 . - 593 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with March 2024 . 541 1,246 Note to a bank with interest fixed at 7.50 %, payable in monthly installments of $ 61 principal with April 2026 . 1,873 - Delayed Draw Term Loan ("DDTL") with interest at LIBOR plus 1.75 %, payable in quarterly installments of $ 1,260 starting March 2022. Extinguished and refinanced in December 2022. - 65,882 Delayed Draw Term Loan ("DDTL") with interest at SOFR ( 5.16 %) at June 30, 2023 plus 2.35 %, payable in quarterly installments of $ 818 . Matures in December 2027 . 28,183 - 189,324 185,289 Less current maturities ( 14,449 ) ( 14,909 ) Less unamortized deferred financing costs ( 1,466 ) ( 1,285 ) $ 173,409 $ 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: Year ending June 30, 2024 $ 14,449 2025 13,956 2026 13,885 2027 12,672 2028 134,362 Thereafter - $ 189,324

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	12 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Schedule of Share-Based Compensation Expense	The following table provides total stock-based compensation expense by award type: June 30, (in thousands) 2023 2022 Stock option awards $ 1,452 $ 753 Restricted stock units 5,285 4,363 Total share-based compensation $ 6,737 $ 5,116
Summary of Stock Option Activity	The following table presents a summary of stock option activity under the 2021 Plan: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2021 - $ - $ - Granted 3,533,627 10.50 - Exercised - - - Forfeited or cancelled ( 30,100 ) 10.50 - Outstanding at June 30, 2022 3,503,527 $ 10.50 9.60 $ - Granted 842,872 9.82 - Exercised - - - Forfeited or cancelled ( 1,476,562 ) 10.50 - Outstanding at June 30, 2023 2,869,837 $ 10.31 8.80 $ -
Summary of Restricted Stock Units Activity	The following table presents a summary of restricted stock units activity for the years presented: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding at June 30, 2021 - $ - Granted 1,902,068 8.14 Vested - - Forfeited or cancelled - - Outstanding at June 30, 2022 1,902,068 $ 8.14 Granted 670,046 2.98 Vested ( 840,186 ) 8.34 Forfeited or cancelled ( 569,489 ) 8.22 Outstanding at June 30, 2023 1,162,439 $ 4.98
Summary of Changes in Repurchases of Common Stock and Warrants	The table below summarizes the changes in repurchases of common stock and warrants: Common Stock and Warrants Balance at June 30, 2021 - Repurchases of common stock 2,871,894 Repurchases of warrants 181,553 Balance at June 30, 2022 3,053,447 Repurchases of common stock - Repurchases of warrants 171,994 Balance at June 30, 2023 3,225,441

Commitments, Contingent Liabi_2

Commitments, Contingent Liabilities and Litigation (Tables)	12 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Schedule of Purchase Commitments	Estimated future minimum grape and bulk wine purchase commitments are as follows: (in thousands) Total 2024 31,693 2025 8,433 2026 3,786 2027 347 2028 264 $ 44,523

Related Party Transactions and

Related Party Transactions and Commitments (Tables)	12 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Schedule of Future Minimum Lease Payments	The minimum annual payments under our lease agreements as of June 30, 2023 are as follows: (in thousands) Operating Leases Finance Leases 2024 $ 6,871 $ 328 2025 6,478 199 2026 6,520 116 2027 6,166 22 2028 4,344 12 Thereafter 7,784 2 Total lease payments 38,163 679 Less imputed interest ( 5,128 ) ( 41 ) Present value of lease liabilities 33,035 638 Current portion of lease liabilities ( 6,243 ) ( 304 ) Total long term lease liabilities $ 26,792 $ 334 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 consolidated balance sheets.
Schedule of Purchase Commitments	Estimated future minimum grape and bulk wine purchase commitments are as follows: (in thousands) Total 2024 31,693 2025 8,433 2026 3,786 2027 347 2028 264 $ 44,523

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Schedule of (loss) income from continuing operations before provision for income taxes	The components of (loss) income from continuing operations before provision for income taxes are as follows: June 30, (in thousands) 2023 2022 United States $ ( 221,589 ) $ 21 Total $ ( 221,589 ) $ 21
Schedule of income tax (benefit) provision	The components of the (benefit) provision for income taxes are as follows: June 30, (in thousands) 2023 2022 Federal $ - $ - State 374 80 374 80 Deferred tax expense (benefit) Federal ( 25,290 ) 496 State ( 6,444 ) 147 ( 31,734 ) 643 Total (benefit) provision for income taxes $ ( 31,360 ) $ 723
Schedule of effective income tax expense reconciliation	A reconciliation of income tax (benefit) expense to the federal rate of 21% is as follows: June 30, June 30, (in thousands) 2023 2022 2023 2022 Income taxes at statutory rate $ ( 46,512 ) $ 5 21.0 % 21.0 % State taxes ( 10,510 ) 266 4.7 % 75.5 % Goodwill impairment 10,559 - - 4.8 % 0.0 % Valuation allowance 15,395 - - 6.9 % 0.0 % Stock-based compensation 940 179 - 0.4 % 121.1 % Other, net ( 1,232 ) 273 0.6 % 59.1 % Total (benefit) provision for income taxes $ ( 31,360 ) $ 723 14.2 % 276.7 %
Schedule of deferred tax assets and liabilities	Deferred tax assets and liabilities are summarized as follows: June 30, (in thousands) 2023 2022 Deferred tax assets: Accruals $ 1,159 $ 946 Captive 504 559 Operating loss carryforwards 18,000 13,708 Lease liability 9,195 - Inventories 657 1,673 Investments - - Intangibles 9,928 - Interest 5,401 1,933 Stock compensation 1,579 1,081 Research and development tax credit carry forwards, net of uncertain tax position 3,793 3,793 Other 2,414 747 Deferred tax assets 52,630 24,440 Deferred tax liabilities: Property, plant and equipment ( 24,624 ) ( 30,045 ) Prepaid expenses ( 872 ) ( 728 ) Intangible assets - ( 17,186 ) Right of use ( 9,169 ) - Investments ( 2,038 ) ( 2,830 ) Inventories - ( 1,530 ) Change in accounting method ( 1,038 ) ( 1,446 ) Deferred tax liabilities ( 37,741 ) ( 53,765 ) Valuation allowance ( 15,395 ) - Deferred tax liability, net $ ( 506 ) $ ( 29,325 ) The valuation allowance increased by $ 15.4 million for the tax year ended June 30, 2023 .
Schedule of unrecognized tax benefits liabilities	A reconciliation of the beginning and ending balances of unrecognized tax benefit is as follows: June 30, (in thousands) 2023 2022 Balance, beginning of period $ 1,978 $ 1,835 Tax position taken in prior period: Gross increases 46 143 Gross decreases - - Tax position taken in current period: Gross increases - - Gross decreases - - Lapse of statute of limitations - - Settlements - - Balance, end of period $ 2,024 $ 1,978

Segments (Tables)

Segments (Tables)	12 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Summary of Revenue by Segment and Region	Following is financial information related to operating segments: Year Ended June 30, 2023 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total Segment Results Net revenue $ 86,718 $ 83,369 $ 113,183 $ ( 42 ) $ 283,228 Income (loss) from operations $ ( 130,475 ) $ ( 18,286 ) $ 12,284 $ ( 72,340 ) $ ( 208,817 ) Year Ended June 30, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total Segment Results Net revenue $ 83,913 $ 92,201 $ 113,835 $ 2,886 $ 292,835 Income (loss) from operations $ 3,031 $ 15,995 $ 17,751 $ ( 44,688 ) $ ( 7,911 )
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 years ended: 2023 $ 27 $ 1,111 $ 990 $ 1,898 $ 4,026 2022 $ 130 $ 1,121 $ 1,328 $ 793 $ 3,372
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 years ended: 2023 $ 2,514 $ 3,193 $ 1,537 $ 13 $ 7,257 2022 $ 1,657 $ 3,579 $ 712 $ - $ 5,948

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	12 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders	The following table presents the calculation of basic and diluted loss per share: June 30, (in thousands, except for per share amounts) 2023 2022 Net loss $ ( 190,229 ) $ ( 702 ) Less: loss allocable to noncontrolling interest ( 1,262 ) ( 277 ) Net loss allocable to common shareholders $ ( 188,967 ) $ ( 425 ) Numerator – Basic EPS Net loss allocable to common shareholders $ ( 188,967 ) $ ( 425 ) Net loss allocated to common shareholders $ ( 188,967 ) $ ( 425 ) Numerator – Diluted EPS Net loss allocated to common shareholders $ ( 188,967 ) $ ( 425 ) Net loss allocated to common shareholders $ ( 188,967 ) $ ( 425 ) Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 59,096,045 60,673,789 Denominator – Diluted Common Shares Weighted average common shares - Diluted 59,096,045 60,673,789 Net loss per share – basic: Common Shares $ ( 3.20 ) $ ( 0.01 ) Net loss per share – diluted: Common Shares $ ( 3.20 ) $ ( 0.01 )
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following securities have been excluded from the calculations of diluted earnings (loss) per share allocable to common shareholders because including them would have been antidilutive are, as follows: June 30, 2023 2022 Shares subject to warrants to purchase common stock 25,646,253 25,818,247 Shares subject to options to purchase common stock 2,869,837 3,503,527 Shares subject to restricted stock units 1,162,439 1,902,068 Total 29,678,529 31,223,842

Organization and Significant _4

Organization and Significant Accounting Policies (Additional information) (Details) - USD ($)		3 Months Ended	12 Months Ended
	Jun. 29, 2023	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021	Jul. 01, 2022
Subsidiary Sale Of Stock [Line Items]
Restricted Cash			$ 0	$ 4,800,000
Property, Plant and Equipment, Net			215,967,000	238,719,000
Retained earnings (Accumulated deficit)			(182,308,000)	(1,092,000)
Additional paid-in capital			381,689,000	376,099,000
Income tax (benefit) provision			(31,360,000)	723,000
Cash deposited FDIC insurance limits			19,300,000	49,000,000
Provision of doubtful accounts				400,000
Deferred gain			0	10,666,000		$ 10,700,000
Sale leaseback transaction deferred gain			7,700,000
Sale leaseback transaction adjustment tax			2,900,000		$ 2,900,000
Goodwill	$ 9,000,000		$ 0	154,951,000	109,895,000
Capitalized Cost Estimated Useful Life			2 years
Amortization of capitalized cost			$ 400,000	1,000,000
Impairment of long-lived assets			0	0
Net revenues including excise taxes			15,800,000	11,200,000
Advertising expense			4,600,000	5,200,000
Insurance claim settlement amount received			$ 2,300,000	3,000,000
Expected Realized benefits, Percentage			50%
Loss on sale of assets			$ 8,300,000	366,000
Loss on sale of assets	9,700,000
Estimated potential earnout	$ 300,000
Right of use assets recognized			37,600,000
Operating lease payments			39,200,000
ROU assets deferred rent reclassification			2,100,000
ROU assets Prepaid rent reclassification			400,000
Captive
Subsidiary Sale Of Stock [Line Items]
Secured insurance claims limit			10,000,000
Captive | Directors and Officer
Subsidiary Sale Of Stock [Line Items]
Secured insurance claims limit			5,000,000
Laetitia Vineyard
Subsidiary Sale Of Stock [Line Items]
Loss on sale of assets			(4,500,000)
Tenma Vineyards
Subsidiary Sale Of Stock [Line Items]
Loss on sale of assets		$ (6,100,000)
Line of Credit
Subsidiary Sale Of Stock [Line Items]
Debt Issuance costs			0	2,500,000
Non-cash interest expense			500,000	100,000
New Term Loan
Subsidiary Sale Of Stock [Line Items]
Debt Issuance costs			900,000	0
Non-cash interest expense			700,000	300,000
Loan And Security Agreement [Member]
Subsidiary Sale Of Stock [Line Items]
Cash collateral for borrowed securities			4,800,000
Previously Reported [Member]
Subsidiary Sale Of Stock [Line Items]
Property, Plant and Equipment, Net				236,100,000
Retained earnings (Accumulated deficit)				(571,000)
Additional paid-in capital				377,897,000
Income tax (benefit) provision				1,061,000
Adjustment to intangible assets, net and retained earnings due to impairment				1,300,000
Adjustment to additional paid-in capital and selling, general, and administrative expenses due to overstatement stock-based compensations			$ 1,800,000
Loss on sale of assets				485,000
Adjustments
Subsidiary Sale Of Stock [Line Items]
Restricted Cash				1,800,000
Reclassification between cash and cash equivalents and accounts payable				700,000
Adjustment to prepaid expenses and other current assets				1,900,000
Property, Plant and Equipment, Net				2,619,000
Adjustment to intangible assets due to impairment				1,300,000
Adjustment to deferred tax liability for historical acquisitions				2,100,000
Retained earnings (Accumulated deficit)				(521,000)	(700,000)
Additional paid-in capital				(1,798,000)
Income tax (benefit) provision				(338,000)	$ 300,000
Reclassification adjustment to accumulated deficit				700,000
Decrease in equity				700,000
Adjustment to historical acquisition				1,600,000
Adjustment to property, plant and equipment, net and retained earnings due to overstatement of depreciation expense				900,000
Reclassification between property plant and equipment and inventories related to spirits barrels				1,500,000
Loss on sale of assets				$ (119,000)

Organization and Significant _5

Organization and Significant Accounting Policies - Schedule of Restatement of Previously Issued Condensed Consolidated Financial Statements - Balance Sheets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cash and cash equivalents		$ 44,758
Restricted cash	$ 0	4,800
Accounts receivable, net	24,561	37,869
Inventories	201,363	192,922
Prepaid expenses and other current assets	14,895	11,864
Total current assets	264,739	298,956
Property, plant, and equipment, net	215,967	238,719
Intangible assets, net	38,994	63,097
Total assets	561,154	765,467
Accounts payable	20,413	13,473
Accrued liabilities and other payables	26,286	26,997
Total current liabilities	183,139	199,594
Other long-term liabilities	4,196	7,055
Deferred tax liability	506	29,325
Total liabilities	388,376	415,735
Redeemable noncontrolling interest	262	1,494
Additional paid-in capital	381,689	376,099
Accumulated Deficit	(182,308)	(1,092)
Total Vintage Wine Estates, Inc. stockholders' equity	173,347	348,973
Noncontrolling interests	(831)	(735)
Total stockholders' equity	172,516	348,238	$ 360,255
Total liabilities, redeemable noncontrolling interest, and stockholders' equity	$ 561,154	765,467
Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cash and cash equivalents		43,692
Restricted cash		6,600
Accounts receivable, net		38,192
Inventories		192,102
Prepaid expenses and other current assets		13,394
Total current assets		300,723
Property, plant, and equipment, net		236,100
Intangible assets, net		64,377
Total assets		765,895
Accounts payable		13,947
Accrued liabilities and other payables		24,204
Total current liabilities		197,275
Other long-term liabilities		6,491
Deferred tax liability		29,979
Total liabilities		413,506
Redeemable noncontrolling interest		1,663
Additional paid-in capital		377,897
Accumulated Deficit		(571)
Total Vintage Wine Estates, Inc. stockholders' equity		351,292
Noncontrolling interests		(566)
Total stockholders' equity		350,726
Total liabilities, redeemable noncontrolling interest, and stockholders' equity		765,895
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cash and cash equivalents		1,066
Restricted cash		(1,800)
Accounts receivable, net		(323)
Inventories		820
Prepaid expenses and other current assets		(1,530)
Total current assets		(1,767)
Property, plant, and equipment, net		2,619
Intangible assets, net		(1,280)
Total assets		(428)
Accounts payable		(474)
Accrued liabilities and other payables		2,793
Total current liabilities		2,319
Other long-term liabilities		564
Deferred tax liability		(654)
Total liabilities		2,229
Redeemable noncontrolling interest		(169)
Additional paid-in capital		(1,798)
Accumulated Deficit		(521)	$ (700)
Total Vintage Wine Estates, Inc. stockholders' equity		(2,319)
Noncontrolling interests		(169)
Total stockholders' equity		(2,488)
Total liabilities, redeemable noncontrolling interest, and stockholders' equity		$ (428)

Organization and Significant _6

Organization and Significant Accounting Policies - Schedule of Restatement of Previously Issued Condensed Consolidated Financial Statements - Statements of Operations and Comprehensive Income (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Net revenue
Net revenue	$ 283,228	$ 292,835
Cost of Revenue [Abstract]
Cost of revenue	198,052	203,922
Gross profit	85,176	88,913
Selling, general, and administrative expenses	118,431	96,978
Amortization Expense	7,257	5,948
Impairment of intangible assets	17,477	1,281
Loss on sale of property, plant, and equipment		366
Gain on remeasurement of contingent consideration liabilities		(3,415)
Loss from operations	(208,817)	(7,911)
Other income
Net unrealized gain on interest rate swap agreements	6,343	22,578
Total other income (expense), net	(12,772)	7,932
Income before provision for income taxes	(221,589)	21
Income tax provision	(31,360)	723
Net loss	(190,229)	(702)
Net loss attributable to Vintage Wine Estates, Inc.	(1,262)	(277)
Net loss attributable to Vintage Wine Estates, Inc.	$ (188,967)	(425)
Net loss allocable to common stockholders		$ (425)
Net loss per share allocable to common stockholders
Basic	$ (3.20)	$ (0.01)
Diluted	$ (3.20)	$ (0.01)
Wine, spirits and cider
Net revenue
Net revenue	$ 189,361	$ 208,019
Cost of Revenue [Abstract]
Cost of revenue	138,043	150,834
Nonwine [Member]
Net revenue
Net revenue	93,867	84,816
Cost of Revenue [Abstract]
Cost of revenue	$ 60,009	53,088
Previously Reported
Net revenue
Net revenue		293,770
Cost of Revenue [Abstract]
Cost of revenue		203,815
Gross profit		89,955
Selling, general, and administrative expenses		105,296
Amortization Expense		0
Impairment of intangible assets		0
Loss on sale of property, plant, and equipment		485
Gain on remeasurement of contingent consideration liabilities		(3,570)
Loss from operations		(7,922)
Other income
Net unrealized gain on interest rate swap agreements		22,950
Total other income (expense), net		8,304
Income before provision for income taxes		382
Income tax provision		1,061
Net loss		(679)
Net loss attributable to Vintage Wine Estates, Inc.		(108)
Net loss attributable to Vintage Wine Estates, Inc.		(571)
Net loss allocable to common stockholders		$ (571)
Net loss per share allocable to common stockholders
Basic		$ (0.01)
Diluted		$ (0.01)
Previously Reported | Wine, spirits and cider
Net revenue
Net revenue		$ 208,954
Cost of Revenue [Abstract]
Cost of revenue		151,117
Previously Reported | Nonwine [Member]
Cost of Revenue [Abstract]
Cost of revenue		52,698
Adjustments
Net revenue
Net revenue		(935)
Cost of Revenue [Abstract]
Cost of revenue		107
Gross profit		(1,042)
Selling, general, and administrative expenses		(8,318)
Amortization Expense		5,948
Impairment of intangible assets		1,281
Loss on sale of property, plant, and equipment		(119)
Gain on remeasurement of contingent consideration liabilities		155
Loss from operations		11
Other income
Net unrealized gain on interest rate swap agreements		(372)
Total other income (expense), net		(372)
Income before provision for income taxes		(361)
Income tax provision		(338)	$ 300
Net loss		(23)
Net loss attributable to Vintage Wine Estates, Inc.		(169)
Net loss attributable to Vintage Wine Estates, Inc.		146
Net loss allocable to common stockholders		$ 146
Net loss per share allocable to common stockholders
Basic		$ 0
Diluted		$ 0
Adjustments | Wine, spirits and cider
Net revenue
Net revenue		$ (935)
Cost of Revenue [Abstract]
Cost of revenue		(283)
Adjustments | Nonwine [Member]
Cost of Revenue [Abstract]
Cost of revenue		$ 390

Organization and Significant _7

Organization and Significant Accounting Policies - Schedule of Restatement of Previously Issued Condensed Consolidated Financial Statements - Statements of Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net loss	$ (190,229)	$ (702)
Adjustments to reconcile net loss to net cash from operating activities [Abstract]
Depreciation and amortization expense
Depreciation expense	15,926	15,248
Amortization expense	8,702	6,343
Goodwill and intangible assets impairment expense	162,154	1,281
Amortization of deferred loan fees and line of credit fees		0
Amortization of label design fees		0
Stock-based compensation expense	6,737	5,116
Provision for doubtful accounts	369	(294)
Remeasurement of contingent consideration liabilities	141	(3,415)
Net unrealized gain on interest rate swap agreements	(6,343)	(22,578)
Provision for deferred income tax	(31,734)	643
Loss on disposition of assets	8,300	366
Change in operating assets and liabilities (net of effect of business combinations):
Accounts receivable	12,939	(12,588)
Inventories	(17,569)	18,462
Prepaid expenses and other current assets	(3,031)	(3,127)
Other assets	1,565	(2,607)
Accounts payable	5,264	(7,535)
Accrued liabilities and other payables	5,637	297
Other	0	(836)
Net cash (used in) provided by operating activities	(8,411)	15,839
Cash flows from investing activities
Label design expenditures		0
Net cash provided by (used in) investing activities	5,874	(98,362)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Outstanding checks in excess of cash	1,676	1,025
Net cash (used in) provided by financing activities	(28,788)	8,402
Net change in cash, cash equivalents and restricted cash	(31,325)	(74,121)
Cash, cash equivalents and restricted cash, end of year	18,233	49,558
Supplemental cash flow information
Acquisition of assets under capital leases	(692)
Previously Reported
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net loss		(679)
Adjustments to reconcile net loss to net cash from operating activities [Abstract]
Depreciation and amortization expense		23,930
Depreciation expense		0
Amortization expense		0
Goodwill and intangible assets impairment expense		0
Amortization of deferred loan fees and line of credit fees		394
Amortization of label design fees		973
Stock-based compensation expense		6,915
Provision for doubtful accounts		(22)
Remeasurement of contingent consideration liabilities		(3,570)
Net unrealized gain on interest rate swap agreements		(22,950)
Provision for deferred income tax		981
Loss on disposition of assets		485
Change in operating assets and liabilities (net of effect of business combinations):
Accounts receivable		(13,183)
Inventories		18,075
Prepaid expenses and other current assets		(4,656)
Other assets		(2,464)
Accounts payable		(7,795)
Accrued liabilities and other payables		(2,217)
Other		0
Net cash (used in) provided by operating activities		15,982
Cash flows from investing activities
Label design expenditures		(143)
Net cash provided by (used in) investing activities		(98,505)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Outstanding checks in excess of cash		1,759
Net cash (used in) provided by financing activities		9,136
Net change in cash, cash equivalents and restricted cash		(73,387)
Cash, cash equivalents and restricted cash, end of year		50,292
Supplemental cash flow information
Acquisition of assets under capital leases	0
Adjustments
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net loss		(23)
Adjustments to reconcile net loss to net cash from operating activities [Abstract]
Depreciation and amortization expense		(23,930)
Depreciation expense		15,248
Amortization expense		6,343
Goodwill and intangible assets impairment expense		1,281
Amortization of deferred loan fees and line of credit fees		(394)
Amortization of label design fees		(973)
Stock-based compensation expense		(1,799)
Provision for doubtful accounts		(272)
Remeasurement of contingent consideration liabilities		155
Net unrealized gain on interest rate swap agreements		372
Provision for deferred income tax		(338)
Loss on disposition of assets		(119)
Change in operating assets and liabilities (net of effect of business combinations):
Accounts receivable		595
Inventories		387
Prepaid expenses and other current assets		1,529
Other assets		(143)
Accounts payable		260
Accrued liabilities and other payables		2,514
Other		(836)
Net cash (used in) provided by operating activities		(143)
Cash flows from investing activities
Label design expenditures		143
Net cash provided by (used in) investing activities		143
Net Cash Provided by (Used in) Financing Activities [Abstract]
Outstanding checks in excess of cash		(734)
Net cash (used in) provided by financing activities		(734)
Net change in cash, cash equivalents and restricted cash		(734)
Cash, cash equivalents and restricted cash, end of year		$ (734)
Supplemental cash flow information
Acquisition of assets under capital leases	$ (692)

Organization and Significant _8

Organization and Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 18,233	$ 44,758
Restricted Cash	0	4,800
Total cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows	$ 18,233	$ 49,558	$ 123,679

Organization and Significant _9

Organization and Significant Accounting Policies - Schedule of Estimated Useful Life (Details)	12 Months Ended
	Jun. 30, 2023
Buildings and Improvements | Maximum
Property Plant And Equipment [Line Items]
Estimated Useful Life	39 years
Buildings and Improvements | Minimum
Property Plant And Equipment [Line Items]
Estimated Useful Life	10 years
Cooperage | Maximum
Property Plant And Equipment [Line Items]
Estimated Useful Life	5 years
Cooperage | Minimum
Property Plant And Equipment [Line Items]
Estimated Useful Life	3 years
Furniture and Equipment | Maximum
Property Plant And Equipment [Line Items]
Estimated Useful Life	10 years
Furniture and Equipment | Minimum
Property Plant And Equipment [Line Items]
Estimated Useful Life	3 years
Machinery and Equipment | Maximum
Property Plant And Equipment [Line Items]
Estimated Useful Life	20 years
Machinery and Equipment | Minimum
Property Plant And Equipment [Line Items]
Estimated Useful Life	5 years
Vineyards | Maximum
Property Plant And Equipment [Line Items]
Estimated Useful Life	10 years
Vineyards | Minimum
Property Plant And Equipment [Line Items]
Estimated Useful Life	7 years

Organization and Significant_10

Organization and Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Disaggregation Of Revenue [Line Items]
Total net revenue	$ 283,228	$ 292,835
United States
Disaggregation Of Revenue [Line Items]
Total net revenue	280,950	286,414
International
Disaggregation Of Revenue [Line Items]
Total net revenue	$ 2,278	$ 6,421

Organization and Significant_11

Organization and Significant Accounting Policies - Summary of Disaggregation of Revenue Recognized (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Disaggregation Of Revenue [Line Items]
Total net revenue	$ 283,228	$ 292,835
Point in Time
Disaggregation Of Revenue [Line Items]
Total net revenue	236,313	252,742
Over a period of Time
Disaggregation Of Revenue [Line Items]
Total net revenue	$ 46,915	$ 40,093

Organization and Significant_12

Organization and Significant Accounting Policies - Schedules of Customer Concentration Risk (Details) - Customer A - Customer Concentration	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Revenue
Concentration Risk [Line Items]
Concentration risk percentage	18.60%	20.90%
Receivables
Concentration Risk [Line Items]
Concentration risk percentage	39.50%	26.30%

Merger and Reverse Recapitaliza

Merger and Reverse Recapitalization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Business Acquisition [Line Items]
Earnout shares issued	0
Fair value of earn out shares	$ 32,400
Earn out shares, description	was at or above $15 (but below $20), 50% of the Earnout Shares will be issued; and
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares outstanding	0	0
Aggregate purchase price of common stock	$ 0	$ 26,034
Common stock, shares outstanding	59,362,134	58,819,160
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	62,234,028	61,691,054

Business Combinations - Additio

Business Combinations - Additional Information (Details) $ in Thousands				12 Months Ended
	Jan. 18, 2022 USD ($) Rate shares	Nov. 16, 2021 USD ($) Rate	Oct. 04, 2021 USD ($) Rate	Jun. 30, 2023 USD ($) Rate shares	Jun. 30, 2022 USD ($) shares
Business Acquisition [Line Items]
Amortization of Intangible Assets				$ 6,800	$ 5,000
Common stock, shares issued | shares				62,234,028	61,691,054
Common stock, value				$ 0	$ 0
Vinesse, LLC
Business Acquisition [Line Items]
Business acquisition description			On October 4, 2021, the Company acquired 100% of the members' interest in Vinesse, LLC, a California limited liability company ("Vinesse"). Vinesse is a direct-to-consumer platform company that specializes in wine clubs with over 60,000 members.
Purchase consideration			$ 17,000
Cash payment to acquire buiness			14,000
Consulting fees			200
Aggregate consulting fee			600
Contingent Consideration Amount			2,400
Settlement of working capital under the purchase agreement			500
Business Combination Fair Value Of Consideration			$ 17,000
Vinesse, LLC | Discount Rate
Business Acquisition [Line Items]
Key assumption rate | Rate			17.5	18
Vinesse, LLC | Royalty Rate
Business Acquisition [Line Items]
Percentage of ownership interest acquired			100%
Key assumption rate | Rate			1.8
ACE Cider
Business Acquisition [Line Items]
Purchase consideration		$ 47,400
Cash payment to acquire buiness		46,880
Consulting fees		60
Contingent Consideration Amount		500
Settlement of working capital under the purchase agreement		$ 300
Effective date of acquisition		Nov. 16, 2021
Business Combination Fair Value Of Consideration		$ 47,440
ACE Cider | Discount Rate
Business Acquisition [Line Items]
Key assumption rate | Rate		12.5		13
ACE Cider | Royalty Rate
Business Acquisition [Line Items]
Percentage of ownership interest acquired		100%
Key assumption rate | Rate		2.75
Meier's Wine Cellars, Inc
Business Acquisition [Line Items]
Business acquisition description	On January 18, 2022, the Company acquired 100% of the capital stock in Meier's Wine Cellars, Inc., DBA Meier's Beverage Group, an Ohio company ("Meier's").
Purchase consideration	$ 25,000
Cash payment to acquire buiness	12,500
Business Combination Fair Value Of Consideration	27,796
Shares issued for purchased consideration value	$ 10,500
Common stock, shares issued | shares	1,229,443
Common stock, value	$ 12,500
Business combination, Acquired receivable, Fair value	12,000
Discount for shares of common stock	1,500
Business combination additional contingent consideration payable	10,000
Contingent consideration in fair value earnout payments	$ 4,900
Earnout consideration paid in cash	50%
Earnout consideration paid in stock	50%
Meier's Wine Cellars, Inc | Discount Rate
Business Acquisition [Line Items]
Key assumption rate | Rate	27			28
Meier's Wine Cellars, Inc | Royalty Rate
Business Acquisition [Line Items]
Percentage of ownership interest acquired	100%
Key assumption rate | Rate	1.1

Business Combinations - Summary

Business Combinations - Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired (Details) - USD ($) $ in Thousands	Jan. 18, 2022	Nov. 16, 2021	Oct. 04, 2021	Jun. 30, 2023	Jun. 29, 2023	Jun. 30, 2022	Jun. 30, 2021
Assets acquired
Goodwill				$ 0	$ 9,000	$ 154,951	$ 109,895
Vinesse, LLC
Business Acquisition [Line Items]
Cash			$ 14,000
Accrued other			600
Contingent consideration			2,400
Fair value of consideration			17,000
Assets acquired
Fixed assets			121
Inventory			2,502
Trademarks			1,200
Customer relationships			3,700
Total identifiable assets acquired			7,523
Goodwill			$ 9,477
ACE Cider
Business Acquisition [Line Items]
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]
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
Trademarks	700
Customer relationships	6,400
Accounts payable and accrued expenses	(2,682)
Other assets	356
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	Jun. 30, 2023	Jun. 30, 2022
Inventory [Line Items]
Inventories	$ 201,363	$ 192,922
Bulk Wine and Spirits
Inventory [Line Items]
Inventories	84,602	88,978
Bottled Wine and Spirits
Inventory [Line Items]
Inventories	100,075	86,785
Bottling and Packaging Supplies
Inventory [Line Items]
Inventories	15,690	16,328
Nonwine Inventory
Inventory [Line Items]
Inventories	$ 996	$ 831

Inventory - Additional Informat

Inventory - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022
Inventory [Line Items]
Inventory write down		$ 0	$ 15,433
Provision for inventory reserves		10,828	3,667
Settlement of damaged inventory		2,300	3,000
Bulk Wine and Spirits
Inventory [Line Items]
Inventory valuation reserves		600	2,200
Bottled Wine and Spirits
Inventory [Line Items]
Inventory valuation reserves		3,200	1,800
Bottling and Packaging Supplies
Inventory [Line Items]
Inventory valuation reserves		$ 600	400
Inventory Count Adjustments [Member]
Inventory [Line Items]
Inventory write down			12,400
Inventory Remediation Efforts [Member]
Inventory [Line Items]
Inventory write down			$ 3,000
Bulk Wine [Member]
Inventory [Line Items]
Inventory write down	$ 6,200

Assets Held for Sale - Schedule

Assets Held for Sale - Schedule of Carrying Amounts of Assets Held For Sale (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Line Items]
Less accumulated depreciation and amortization	$ (548)
Total assets held for sale	511	$ 0
Property, plant and equipment
Property, Plant and Equipment [Line Items]
Tamarack Cellars property, plant and equipment held for sale	$ 1,059

Assets Held for Sale - Addition

Assets Held for Sale - Additional Information (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Long-Lived Assets Held-for-sale [Line Items]
Assets held for sale, net	$ 511	$ 0

Property, Plant and Equipment -

Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 282,946	$ 288,310
Less accumulated depreciation	(75,917)	(66,987)
Property, Plant and Equipment, Net Before Construction and Development In Progress	207,029	221,323
Construction in progress	8,938	17,396
Property, Plant and Equipment, Net	215,967	238,719
Buildings and Improvements
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross	147,519	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	81,807	77,676
Cooperage
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross	11,078	10,165
Vineyards
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross	9,960	12,860
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 1,509	$ 1,754

Property, Plant and Equipment_2

Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Inventory [Line Items]
Depreciation expense	$ 15,926	$ 15,248

Goodwill and Intangible Assets

Goodwill and Intangible Assets - Summary of Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands	3 Months Ended	4 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Goodwill [Line Items]
Goodwill, Beginning Balance			$ 154,951	$ 109,895
Additions from current year acquisitions				45,263
Measurement period adjustments				(207)
Goodwill impairment	$ (125,300)	$ (3,600)	(145,958)	0
Disposition of business			(8,993)
Goodwill, Ending Balance		0	0	154,951
Wholesale
Goodwill [Line Items]
Goodwill, Beginning Balance			116,304	88,808
Additions from current year acquisitions				27,539
Measurement period adjustments				(43)
Goodwill impairment		(2,300)	(116,304)
Disposition of business			0
Goodwill, Ending Balance		0	0	116,304
Direct to Consumer
Goodwill [Line Items]
Goodwill, Beginning Balance			29,666	20,342
Additions from current year acquisitions				9,477
Measurement period adjustments				(153)
Goodwill impairment		(1,000)	(20,673)
Disposition of business			(8,993)
Goodwill, Ending Balance		0	0	29,666
Business to Business
Goodwill [Line Items]
Goodwill, Beginning Balance			8,981	745
Additions from current year acquisitions				8,247
Measurement period adjustments				(11)
Goodwill impairment		(300)	(8,981)
Disposition of business			0
Goodwill, Ending Balance		$ 0	$ 0	$ 8,981

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended	4 Months Ended	12 Months Ended
	Jun. 29, 2023	Dec. 31, 2022	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets				$ 6,800	$ 5,000
Aggregate carrying amount	$ 9,000		$ 0	0	154,951	$ 109,895
Loss on sale of assets	(9,700)
Estimated potential earnout	300
Trade impairments				17,477	1,281
Goodwill impairment losses		$ 125,300	3,600	$ 145,958	$ 0
Customer and Sommelier Relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Amortization Period (in years)				3 years 8 months 12 days	4 years 4 months 24 days
Intangible assets sold, gross value	$ 2,500
Trade names and Trademarks
Finite-Lived Intangible Assets [Line Items]
Trade impairments		$ 12,600		$ 17,477	$ 1,281
Goodwill impairment losses				$ 12,600
Weighted Average Remaining Amortization Period (in years)				3 years	3 years 6 months
Tradename
Finite-Lived Intangible Assets [Line Items]
Trade impairments					$ 1,300
Wholesale
Finite-Lived Intangible Assets [Line Items]
Aggregate carrying amount			0	$ 0	116,304	88,808
Goodwill impairment losses			2,300	116,304
Wholesale | Trade names and Trademarks
Finite-Lived Intangible Assets [Line Items]
Trade impairments				10,300
Direct to Consumer
Finite-Lived Intangible Assets [Line Items]
Aggregate carrying amount			0	0	29,666	20,342
Goodwill impairment losses			1,000	20,673
Direct to Consumer | Trade names and Trademarks
Finite-Lived Intangible Assets [Line Items]
Trade impairments				2,200
Business to Business
Finite-Lived Intangible Assets [Line Items]
Aggregate carrying amount			0	0	$ 8,981	$ 745
Goodwill impairment losses			300	8,981
Business to Business | Trade names and Trademarks
Finite-Lived Intangible Assets [Line Items]
Trade impairments				100
Layer Cake | Trade names and Trademarks
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment losses				4,100
ACE Trademarks | Trade names and Trademarks
Finite-Lived Intangible Assets [Line Items]
Aggregate carrying amount			$ 19,400	19,400
Goodwill impairment losses				$ 3,700

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	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Finite Lived Intangible Assets [Line Items]
Total indefinite-life intangibles, Amount		$ 36,852	$ 36,953
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]		Intangible Assets, Net (Excluding Goodwill)	Intangible Assets, Net (Excluding Goodwill)
Accumulated Impairment Losses		$ (17,477)	$ (1,281)
Total indefinite-life intangibles, Net amount		19,375	35,672
Total other intangible assets		(16,196)	(1,281)
Total other intangible assets accumulated impairment losses		(17,477)	(1,281)
Total definite-life intangibles, Gross Carrying Amount		30,100	32,600
Total definite-life intangibles, Accumulated Amortization		(10,481)	(5,175)
Total definite-life intangibles, Net Carrying Amount		19,619	27,425
Total other intangibles assets, Gross Carrying Amount		66,952	69,553
Total other intangibles assets, Accumulated Amortization		(10,481)	(5,175)
Total other intangibles assets, Net Carrying Amount		38,994	63,097
Customer and Sommelier Relationships
Finite Lived Intangible Assets [Line Items]
Total definite-life intangibles, Gross Carrying Amount		28,200	30,700
Total definite-life intangibles, Accumulated Amortization		(9,812)	(4,922)
Total definite-life intangibles, Net Carrying Amount		18,388	25,778
Trade names and Trademarks
Finite Lived Intangible Assets [Line Items]
Total indefinite-life intangibles, Amount		30,102	30,203
Accumulated Impairment Losses	$ (12,600)	(17,477)	(1,281)
Total indefinite-life intangibles, Net amount		12,625	28,922
Total definite-life intangibles, Gross Carrying Amount		1,900	1,900
Total definite-life intangibles, Accumulated Amortization		(669)	(253)
Total definite-life intangibles, Net Carrying Amount		1,231	1,647
Winery Use Permits
Finite Lived Intangible Assets [Line Items]
Total indefinite-life intangibles, Amount		6,750	6,750
Total indefinite-life intangibles, Net amount		$ 6,750	$ 6,750

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Schedule Of Estimate The Fair Values Of Our Reporting Units And Trademark (Details)	Jun. 30, 2023	Dec. 31, 2022
Measurement Input Discount Rate | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair values of reporting units	14.50%	14%
Fair values of trademarks	15.50%	15%
Measurement Input Discount Rate | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair values of reporting units	14%	13.50%
Fair values of trademarks	15.50%	15%
Measurement Input, Long-Term Revenue Growth Rate | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair values of reporting units	5%	5%
Fair values of trademarks	5%	5%
Measurement Input, Long-Term Revenue Growth Rate | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair values of reporting units	3%	3%
Fair values of trademarks	3%	3%
Measurement Input, EBITDA Multiple | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair values of reporting units	12%	14%
Measurement Input, EBITDA Multiple | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair values of reporting units	7%	10%
Measurement Input Royalty Rate | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair values of trademarks	2%	2%
Measurement Input Royalty Rate | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair values of trademarks	1.50%	1.50%

Goodwill and Intangible Asset_5

Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense for Finite-Lived Intangible Assets (Detail) $ in Thousands	Jun. 30, 2023 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2024	$ 6,072
2025	5,047
2026	4,527
2027	3,179
2028	794
Total estimated amortization expense	$ 19,619

Accrued Liabilities -Schedule O

Accrued Liabilities -Schedule Of Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Payables and Accruals [Abstract]
Accrued purchases	$ 1,555	$ 6,728
Accrued employee compensation	6,618	5,580
Other accrued expenses	9,459	8,867
Non related party accrued interest expense	563	429
Contingent consideration	4,811	2,710
Unearned Income	1,436	642
Captive insurance liabilities	1,844	2,041
Total Accrued liabilities and other payables	$ 26,286	$ 26,997

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands		Jun. 30, 2023	Jun. 30, 2022
Assets:
Interest rate swaps		$ 8,986	$ 9,157
Fair Value, Recurring
Assets:
Assets		18,860	45,773
Interest rate swaps	[1]	8,986	9,157
Liabilities:
Contingent consideration liabilities	[2]	8,656	9,156
Liabilities		8,656	9,156
Fair Value, Recurring | Fair Value, Inputs, Level 1
Assets:
Assets		9,874	36,616
Interest rate swaps	[1]	0
Liabilities:
Contingent consideration liabilities	[2]	0	0
Liabilities		0	0
Fair Value, Recurring | Fair Value, Inputs, Level 2
Assets:
Assets		8,986	9,157
Interest rate swaps	[1]	8,986	9,157
Liabilities:
Contingent consideration liabilities	[2]	0	0
Liabilities		0	0
Fair Value, Recurring | Fair Value, Inputs, Level 3
Assets:
Assets		0	0
Interest rate swaps	[1]	0
Liabilities:
Contingent consideration liabilities	[2]	8,656	9,156
Liabilities		8,656	9,156
Fair Value, Recurring | Money Market Funds
Assets:
Assets		9,874	36,616
Fair Value, Recurring | Money Market Funds | Fair Value, Inputs, Level 1
Assets:
Assets		9,874	36,616
Fair Value, Recurring | Money Market Funds | Fair Value, Inputs, Level 2
Assets:
Assets		0	0
Fair Value, Recurring | 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	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Gain Loss Remeasurement Of Contingent Consideration Liabilities		Gain Loss Remeasurement Of Contingent Consideration Liabilities
Less: current portion	$ (4,811)	$ (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	4,631
Acquisitions		0	$ 7,874
Dispositions		(120)
Payments		(521)	(420)
Change in fair value		141	(2,929)
Ending Balance	8,656	$ 9,156	$ 4,631
Less: current portion	(4,811)
Long term portion	$ 3,845

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($)	Mar. 13, 2023	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2020
Interest Rate Swap One Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, notional amount	$ 50,000,000	$ 28,800,000	$ 28,800,000	$ 28,800,000
Interest Rate Swap Two Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, notional amount	75,000,000	$ 46,800,000	$ 46,800,000	$ 46,800,000
Interest Rate Swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash termination gain	$ 6,300,000

Leases - Additional Information

Leases - Additional Information (Details) - USD ($)			12 Months Ended
	Mar. 31, 2023	Dec. 15, 2022	Jun. 30, 2023	Jun. 30, 2022
Lessee, Lease, Description [Line Items]
Capital lease converted to a finance lease			$ 700,000
Current portion of lease liabilities			$ (6,243,000)	$ 0
Purchase and sale agreement		$ 8,700,000
Off-market adjustment amount		$ 300,000
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease terms			10 years
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease terms			1 year
Sublease
Lessee, Lease, Description [Line Items]
Lease term	4 years
Sublese interest rate amount	$ 7,500
Increased percentage of sublease interest amount	3%
Total consideration from sale of subleased equipment	$ 100,000

Leases - Schedule of Components

Leases - Schedule of Components of Lease Expense (Details) $ in Thousands	12 Months Ended
	Jun. 30, 2023 USD ($)
Leases [Abstract]
Operating lease expense	$ 7,137
Amortization of right-of-use assets	286
Interest on lease liabilities	33
Total finance lease expense	319
Variable lease expense	896
Short-term lease expense	234
Total lease expense	$ 8,586

Leases - Schedule of Supplement

Leases - Schedule of Supplemental Balance Sheet Items Related to Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Operating lease right-of-use assets	$ 32,945	$ 0
Current portion of lease liabilities	6,243	0
Long-term operating lease liabilities	26,792	0
Operating Lease, Liability, Total	33,035
Finance lease right-of-use-assets	630	0
Current portion of finance lease liabilities	304	0
Long-term finance lease liabilities	334	$ 0
Finance Lease, Liability, Total	$ 638

Leases - Schedule of Weighted A

Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details)	Jun. 30, 2023
Weighted Average Remaining Lease Term
Operating leases	6 years
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	Jun. 30, 2023	Jun. 30, 2022
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2024	$ 6,871
2025	6,478
2026	6,520
2027	6,166
2028	4,344
Thereafter	7,784
Total lease payments	38,163
Less imputed interest	(5,128)
Operating Lease, Liability, Total	33,035
Current portion of lease liabilities	(6,243)	$ 0
Total long term lease liabilities	26,792	0
Finance Lease, Liability, to be Paid [Abstract]
2024	328
2025	199
2026	116
2027	22
2018	12
Thereafter	2
Total lease payments	679
Less imputed interest	(41)
Finance Lease, Liability, Total	638
Current portion of lease liabilities	(304)	0
Total long term lease liabilities	$ 334	$ 0

Balance Sheet Components - Sche

Balance Sheet Components - Schedule of Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Inventory [Line Items]
Inventories	$ 201,363	$ 192,922
Bulk Wine and Spirits
Inventory [Line Items]
Inventories	84,602	88,978
Bottled Wine and Spirits
Inventory [Line Items]
Inventories	100,075	86,785
Bottling and Packaging Supplies
Inventory [Line Items]
Inventories	15,690	16,328
Nonwine Inventory
Inventory [Line Items]
Inventories	$ 996	$ 831

Line of Credit - Additional Inf

Line of Credit - Additional Information (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Apr. 30, 2021
Line Of Credit Facility [Line Items]
Restricted Cash	$ 0	$ 4,800
Maximum | Amended And Restated Loan And Security Agreement
Line Of Credit Facility [Line Items]
Aggregate principal amount			$ 480,000
Revolving Credit Facility
Line Of Credit Facility [Line Items]
Debt Instrument, interest rate, effective percentage	4.80%	3.30%
Accounts Receivable And Inventory Revolving Facility
Line Of Credit Facility [Line Items]
Aggregate principal amount			230,000
Capital Expenditure Facility
Line Of Credit Facility [Line Items]
Aggregate principal amount			$ 50,000

Interest Rate Swap - Additional

Interest Rate Swap - Additional Information (Details)		1 Months Ended		12 Months Ended
	Mar. 13, 2023 USD ($)	Mar. 31, 2020 USD ($) Agreements	Jul. 31, 2019 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)
Derivatives Fair Value [Line Items]
Fair Value of Asset				$ 8,986,000	$ 9,157,000
Number of interest rate swap agreements | Agreements		2
Interest Rate Swap One Agreement
Derivatives Fair Value [Line Items]
Derivative, notional amount	$ 50,000,000	$ 28,800,000		28,800,000	28,800,000
Derivative, fixed interest rate		0.77%
Fair Value of Asset				2,900,000	2,300,000
Derivative termination month and year		2026-07
Interest Rate Swap Two Agreement
Derivatives Fair Value [Line Items]
Derivative, notional amount	75,000,000	$ 46,800,000		46,800,000	46,800,000
Derivative, fixed interest rate		0.71%
Fair Value of Asset				3,200,000	2,700,000
Derivative termination month and year		2025-03
Interest Rate Swap
Derivatives Fair Value [Line Items]
Cash termination gain	$ 6,300,000
June 2018 Interest Rate Swap
Derivatives Fair Value [Line Items]
Derivative, notional amount			$ 50,000,000
Derivative, fixed interest rate			2.34%
Derivative termination month and year			2026-07
June 2018 Interest Rate Swap | 2019 Loan And Security Agreement
Derivatives Fair Value [Line Items]
Derivative, notional amount			$ 20,000,000
Derivative, fixed interest rate			2.99%
July 2019 Interest Rate Swap
Derivatives Fair Value [Line Items]
Derivative, notional amount				$ 50,000,000	$ 50,000,000
Derivative, fixed interest rate				2.34%	2.34%
Fair Value of Asset				$ 2,826,000	$ 971,000
Derivative termination month and year				2026-07	2026-07

Interest Rate Swap - Schedule o

Interest Rate Swap - Schedule of Interest Rate Swaps (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Derivatives Fair Value [Line Items]
Fair Value of Asset	$ 8,986	$ 9,157
March 2020 Interest Rate Swap One
Derivatives Fair Value [Line Items]
Date of agreement	Mar. 31, 2020	Mar. 31, 2020
Fixed Notional Amount	$ 28,800	$ 28,800
Fixed Interest Rate	0.78%	0.78%
Termination Date	2026-07	2026-07
Fair Value of Asset	$ 2,911	$ 2,282
March 2020 Interest Rate Swap Two
Derivatives Fair Value [Line Items]
Date of agreement	Mar. 31, 2020	Mar. 31, 2020
Fixed Notional Amount	$ 46,800	$ 46,800
Fixed Interest Rate	0.71%	0.71%
Termination Date	2025-03	2025-03
Fair Value of Asset	$ 3,249	$ 2,748
July 2019 Interest Rate Swap
Derivatives Fair Value [Line Items]
Date of agreement	Jul. 31, 2019	Jul. 31, 2019
Fixed Notional Amount	$ 50,000	$ 50,000
Fixed Interest Rate	2.34%	2.34%
Termination Date	2026-07	2026-07
Fair Value of Asset	$ 2,826	$ 971
April 2021 Interest Rate Swap
Derivatives Fair Value [Line Items]
Date of agreement	Apr. 30, 2021	Apr. 30, 2021
Fixed Notional Amount	$ 0	$ 75,000
Fixed Interest Rate	2.32%	2.32%
Termination Date	2023-03	2028-06
Fair Value of Asset	$ 0	$ 2,046
May 2019 Interest Rate Swap
Derivatives Fair Value [Line Items]
Date of agreement	May 31, 2019	May 31, 2019
Fixed Notional Amount	$ 0	$ 50,000
Fixed Interest Rate	2.25%	2.25%
Termination Date	2023-03	2023-03
Fair Value of Asset	$ 0	$ 1,110

Long-Term and Other Short-Ter_3

Long-Term and Other Short-Term Borrowings - Summary of Long-term and Other Short-term Obligations (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Long term debt	$ 189,324	$ 185,289
Less current maturities	(14,449)	(14,909)
Less unamortized deferred financing costs	(1,466)	(1,285)
Long-term debt and lease obligation	173,409	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	12,762	0
Equipment Term Loan | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Long term debt	3,433	0
Notes Payable to Bank | April 2023
Debt Instrument [Line Items]
Long term debt	0	593
Notes Payable to Bank | March 2024
Debt Instrument [Line Items]
Long term debt	541	1,246
Notes Payable to Bank | April 2026
Debt Instrument [Line Items]
Long term debt	1,873	0
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	142,532	0
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
Debt Instrument [Line Items]
Long term debt	$ 28,183	$ 0

Long-Term and Other Short-Ter_4

Long-Term and Other Short-Term Borrowings - Summary of Long-term and Other Short-term Obligations (Parenthetical) (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Jan. 13, 2022	Mar. 13, 2022	Jun. 13, 2022	Jun. 30, 2023
Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	(0.10%)	0.15%	0.25%	1%
Base Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				2.25%
Borrowings | Secured Overnight Financing Rate (SOFR) | June 2027
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				5.16%
Borrowings | Base Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				1.75%
Borrowings | Base Rate | June 2027
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				2.35%
Notes Payable to Bank | April 2023
Debt Instrument [Line Items]
Debt instrument, periodic payment				$ 60
Maturity period				2023-04
Fixed interest rate				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%
Notes Payable to Bank | December 2022
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				1.75%
Notes Payable to Bank | April 2026
Debt Instrument [Line Items]
Debt instrument, periodic payment				$ 61
Maturity period				2026-04
Fixed interest rate				7.50%
Notes Payable to Bank | December 2027
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				2.35%
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
Notes Payable to Bank | Secured Overnight Financing Rate (SOFR) | June 2027
Debt Instrument [Line Items]
Debt instrument, periodic payment				801
Notes Payable to Bank | Secured Overnight Financing Rate (SOFR) | December 2027
Debt Instrument [Line Items]
Debt instrument, periodic payment				$ 1,454
Maturity period				2027-12
Debt instrument, basis spread on variable rate				5.16%
Equipment Term Loan | Secured Overnight Financing Rate (SOFR) | December 2026
Debt Instrument [Line Items]
Debt instrument, periodic payment				$ 250
Debt instrument, basis spread on variable rate				5.16%
Equipment Term Loan | Base Rate | December 2026
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				2.35%
Delayed Draw Term Loan
Debt Instrument [Line Items]
Debt instrument, periodic payment				$ 1,260
Debt instrument, basis spread on variable rate				1.75%
Delayed Draw Term Loan | December 2027
Debt Instrument [Line Items]
Debt instrument, periodic payment				$ 818
Delayed Draw Term Loan | Secured Overnight Financing Rate (SOFR) | December 2027
Debt Instrument [Line Items]
Maturity period				2027-12
Debt instrument, basis spread on variable rate				5.16%
Delayed Draw Term Loan | Base Rate | December 2027
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				2.35%

Long-Term Debt and Other Short-

Long-Term Debt and Other Short-Term Borrowings - Additional Information (Details) - USD ($)		1 Months Ended		3 Months Ended	6 Months Ended		12 Months Ended
	Oct. 12, 2023	Oct. 31, 2023	Jan. 13, 2022	Mar. 13, 2022	Dec. 31, 2022	Jun. 13, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 13, 2022	Apr. 30, 2021
Debt Instrument [Line Items]
Gain (Loss) on Extinguishment of Debt							$ (479,000)	$ 0
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 1.10:1.00l 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 $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
Subsequent Event
Debt Instrument [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.
Subsequent Event | February through September
Debt Instrument [Line Items]
Available amount under line of credit	$ 15,000,000
Forecast [Member]
Debt Instrument [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.
Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Revolving line of credit amount interest rate on outstanding			(0.10%)	0.15%		0.25%	1%
Base Rate
Debt Instrument [Line Items]
Revolving line of credit amount interest rate on outstanding							2.25%
Federal Funds 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 | 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
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
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							4.80%	3.30%
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%
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
Term Loan | Capex Facility
Debt Instrument [Line Items]
Aggregate principal amount							800,000
Fourth Amendment
Debt Instrument [Line Items]
Minimum liquidity covenant					$ 15,000,000
Fourth Amendment | Subsequent Event
Debt Instrument [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
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
Fourth Amendment | Subsequent Event | October through January
Debt Instrument [Line Items]
Available amount under line of credit	10,000,000
Fourth Amendment | Subsequent Event | March 31, 2024
Debt Instrument [Line Items]
Debt instrument, periodic payment	10,000,000
Fourth Amendment | Subsequent Event | June 30, 2024
Debt Instrument [Line Items]
Debt instrument, periodic payment	10,000,000
Fourth Amendment | Subsequent Event | December 31, 2024
Debt Instrument [Line Items]
Debt instrument, periodic payment	$ 25,000,000
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 [Member] | Subsequent Event
Debt Instrument [Line Items]
Revolving line of credit amount interest rate on outstanding	2%
Fourth Amendment | Delay Draw Term Loan Facility | Subsequent Event
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 38,100,000
Fourth Amendment | Revolving Credit Facility | Subsequent Event
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 200,000,000
Loan And Security Agreement [Member]
Debt Instrument [Line Items]
Cash collateral for borrowed securities							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
Payments of Debt Restructuring Costs							$ 2,000
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 | Delay Draw Term Loan Facility
Debt Instrument [Line Items]
Aggregate principal amount									52,900,000
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 | 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 | Delayed Draw Term Loan Facility Credit Agreement
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

Long-Term Debt and Other Shor_2

Long-Term Debt and Other Short-Term Obligations - Schedule of Maturities of Long-term and Other Short-term Borrowings (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Long-Term Debt, Unclassified [Abstract]
2024	$ 14,449
2025	13,956
2026	13,885
2027	12,672
2028	134,362
Thereafter	0
Long term debt	$ 189,324	$ 185,289

Noncontrolling Interest - Addit

Noncontrolling Interest - Additional Information (Details) - July 2016 Noncontrolling Redeemable Interest $ in Millions	Jul. 31, 2016 USD ($)
Minority Interest [Line Items]
Stock issued during period, value	$ 1.4
Minimum Capital Stock Sold Percentage on Outstanding Capital Stock	25%
Minimum Assets Sold Percentage on Aggregate Value of Assets	25%

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation	$ 6,737	$ 5,116
Stock Options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation	1,452	753
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation	$ 5,285	$ 4,363

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended	12 Months Ended
	Aug. 11, 2021	Sep. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 08, 2022	Jun. 30, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Additional shares received of common stock			5,726,864
Earn out shares, description			was at or above $15 (but below $20), 50% of the Earnout Shares will be issued; and
Fair value of earn out shares			$ 32.4
Earnout Shares Issued			0
Value of additional payment of common stock			$ 5
Earnout payment in cash			50%
Earnout payment in stock			50%
Stock Repurchase Program, Authorized Amount					$ 30
Repurchases of common stock			2,871,894	2,871,894
Repurchases of common stock				2,871,894
Average price of share repurchased				$ 9.04
Private Warrants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Warrants to purchase of common stock			8,000,000
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
Warrants repurchased			171,994	181,553
Repurchases of common stock			171,994	181,553
Shares repurchased, price per share			$ 1	$ 1.46
Treasury Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Repurchases of common stock				2,871,894
Stock repurchased during period, value			$ 0.2	$ 26.3
Stock Options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Contractual life			10 years
Required Maximum Volume Weighted Average Price Per Common Stock For Exercise Of Vested Options			$ 12.50
Unrecognized compensation expense to stock option			$ 4.4
Weighted Average Grant Date Fair Value			$ 1.27	$ 3.27
Minimum risk-free interest rate			1.80%
Risk-free interest rate				1.80%
Maximum risk-free interest rate			3.90%
Expected term				5 years 6 months
Minimum expected volatility			29.70%
Expected volatility				40%
Maximum expected volatility			50%
Expected dividend yield			0%	0%
Weighted average period			4 years 6 months
Stock options exercisable			705,342
Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense to stock option			$ 3
Weighted Average Grant Date Fair Value			$ 4.98	$ 0		$ 8.14
Weighted average period			2 years 7 months 6 days
Restricted stock units vested			840,186
Shares paid for tax withholding (in shares)			297,212
Restricted stock units forfeited			569,489	0
Minimum | Stock Options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term			5 years 6 months
Maximum | Stock Options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term			7 years 4 months 24 days
Share Repurchase Plan | Warrants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Repurchase of warrants			353,547
2021 Omnibus Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Reserved shares of stock for issuance			11,200,000
Prior to May 17, 2023 | Stock Options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
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%
Prior to May 17, 2023 | Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock units vesting percentage			25%
Subsequent to May 17, 2023 | Stock Options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of stock options expected to vest on each of second, third and fourth anniversary of the grant date			25%
Percentage of stock options expected to vest after twelve months of grant date			25%
Subsequent to May 17, 2023 | Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock units vesting percentage			25%

Stockholders' Equity - Summary

Stockholders' Equity - Summary of Stock Option Activity (Details) - $ / shares	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Stock Options, Beginning balance	3,503,527	0
Stock Options, Granted	842,872	3,533,627
Stock Options, Forfeited or cancelled	(1,476,562)	(30,100)
Stock Options, Ending balance	2,869,837	3,503,527
Weighted Average Exercise Price, Beginning balance	$ 10.50	$ 0
Weighted Average Exercise Price, Granted	9.82	10.50
Weighted Average Exercise Price, Forfeited or cancelled	10.50	10.50
Weighted Average Exercise Price, Ending balance	$ 10.31	$ 10.50
Weighted-Average Remaining Contractual Life	8 years 9 months 18 days

Stockholders' Equity - Summar_2

Stockholders' Equity - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Option, Beginning Balance	0	1,902,068
Stock Units, Granted	670,046	1,902,068
Stock Units, Vested	(840,186)
Stock Units, Forfeited	(569,489)	0
Stock Option, Ending Balance	1,162,439	0
Weighted Average Grant Date Fair Value, Beginning Balance	$ 0	$ 8.14
Weighted Average Grant Date Fair Value, Granted	2.98	8.14
Weighted Average Grant Date Fair Value, Vested	8.34
Weighted Average Grant Date Fair Value, Forfeited or cancelled	8.22	0
Weighted Average Grant Date Fair Value, Ending Balance	$ 4.98	$ 0

Stockholders' Equity - Summar_3

Stockholders' Equity - Summary of Changes in Repurchases of Common Stock and Warrants (Details) - shares	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance	3,053,447	0
Repurchases of common stock		2,871,894
Ending Balance	3,225,441	3,053,447
Treasury Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Repurchases of common stock		2,871,894
Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Repurchases of common stock	171,994	181,553

Stock Incentive Plan - Addition

Stock Incentive Plan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total unrecognized stock-based compensation related to stock options	$ 4.4
Stock-based compensation award which is expected be recognized over weighted-average period	4 years 6 months
Contractual life	10 years
Weighted Average Grant Date Fair Value	$ 1.27	$ 3.27
Risk-free interest rate		1.80%
Expected volatility		40%
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total unrecognized stock-based compensation related to stock options	$ 3
Stock-based compensation award which is expected be recognized over weighted-average period	2 years 7 months 6 days
Weighted Average Grant Date Fair Value	$ 4.98	$ 0	$ 8.14

Commitments, Contingent Liabi_3

Commitments, Contingent Liabilities and Litigation - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Loss Contingencies [Line Items]
Allegation for potential damages	$ 3
Loss contingency accrued earn-out liabilities	0.4
Purchases under contract	$ 49.4	$ 41.7

Commitments, Contingent Liabi_4

Commitments, Contingent Liabilities and Litigation - Schedule of Purchase Commitments (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 31,693
2025	8,433
2026	3,786
2027	347
2028	264
Purchase obligation	$ 44,523

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)		12 Months Ended
	Feb. 07, 2023	Jun. 30, 2023	Jun. 30, 2022
Related Party Transaction [Line Items]
Restricted stock units	100,000
Other expenses		$ 500,000	$ 400,000
Payments related to sponsorship and marketing services		400,000	300,000
Payments to Sonoma Brands Partners II, LLC		200,000	200,000
Payment to capital markets and mergers and acquisitions		200,000	$ 100,000
Board of Directors Chairman
Related Party Transaction [Line Items]
Annual base salary	$ 250,000
Interim Chief Executive Officer
Related Party Transaction [Line Items]
Annual base salary	$ 17,500
Company Executive Officer [Member]
Related Party Transaction [Line Items]
Payments related to sponsorship and marketing services		$ 10,000

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Tax Credit Carryforward [Line Items]
Federal income tax at the statutory rate	21%	21%
Valuation allowance	$ 15,395	$ 0
Unrecognized income tax benefit, Gross decreases	0
Unrecognized income tax benefit, Gross increases	0
Unrecognized tax benefits	2,024	$ 1,978	$ 1,835
Income tax benefit, accrued interest and penalty	$ 0
California Tax Authority
Tax Credit Carryforward [Line Items]
Tax credit carryforward, duration	begin to expire in the tax year of 2040
Operating loss carryforwards	$ 64,800
Other States
Tax Credit Carryforward [Line Items]
Tax credit carryforward, duration	which will begin to expire in 2033
Research Tax Credit Carryforward
Tax Credit Carryforward [Line Items]
Tax credit carryforward, duration	begin to expire in July 2043
Research Tax Credit Carryforward | California Tax Authority
Tax Credit Carryforward [Line Items]
Tax credit carryforward, amount	$ 2,400
Domestic Tax Authority
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	63,400
Domestic Tax Authority | Research Tax Credit Carryforward
Tax Credit Carryforward [Line Items]
Tax credit carryforward, amount	$ 3,500

Income Taxes - Schedule of (los

Income Taxes - Schedule of (loss) income from continuing operations before provision for income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Income Tax Contingency [Line Items]
Income (loss) before provision for income taxes	$ (221,589)	$ 21
United States
Income Tax Contingency [Line Items]
Income (loss) before provision for income taxes	$ (221,589)	$ 21

Income Taxes - Schedule of inco

Income Taxes - Schedule of income tax provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Current tax expense (benefit)
Federal	$ 0	$ 0
State	374	80
Total current expense (benefit)	374	80
Deferred tax expense (benefit)
Federal	(25,290)	496
State	(6,444)	147
Total deferred tax expense (benefit)	(31,734)	643
Total (benefit) provision for income taxes	$ (31,360)	$ 723

Income Taxes - Schedule of effe

Income Taxes - Schedule of effective income tax expense reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract]
Income taxes at statutory rate	$ (46,512)	$ 5
State taxes	(10,510)	266
Goodwill impairment	10,559	0
Valuation allowance	15,395	0
Stock-based compensation	940	179
Other, net	(1,232)	273
Total (benefit) provision for income taxes	$ (31,360)	$ 723
Percentage of income taxes at statutory rate	21%	21%
Percentage of state taxes	4.70%	75.50%
Percentage of Goodwill impairment	(4.80%)	(0.00%)
Percentage of Valuation allowance	(6.90%)	0%
Percentage of stock-based compensation	(0.40%)	121.10%
Percentage of other, net	0.60%	59.10%
Percentage of total provision for income taxes	14.20%	276.70%

Income Taxes - Schedule of defe

Income Taxes - Schedule of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Deferred tax assets
Accruals	$ 1,159	$ 946
Captive	504	559
Operating loss carryforwards	18,000	13,708
Lease liability	9,195	0
Inventories	657	1,673
Investments	0	0
Intangibles	9,928	0
Interest	5,401	1,933
Stock compensation	1,579	1,081
Research and development tax credit carry forwards, net of uncertain tax position	3,793	3,793
Other	2,414	747
Deferred tax assets	52,630	24,440
Deferred tax liabilities
Property, plant, and equipment	(24,624)	(30,045)
Prepaid expenses	(872)	(728)
Intangible assets	0	(17,186)
Right of use	(9,169)	0
Investments	(2,038)	(2,830)
Inventories	0	(1,530)
Change in accounting method	(1,038)	(1,446)
Deferred tax liabilities	(37,741)	(53,765)
Valuation allowance	(15,395)	0
Deferred tax liability, net	$ (506)	$ (29,325)

Income Taxes - Schedule of unre

Income Taxes - Schedule of unrecognized tax benefits liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Balance, beginning of period	$ 1,978	$ 1,835
Tax position taken in prior period:
Gross increases	46	143
Gross decreases	0
Tax position taken in current period:
Gross increases	0
Gross decreases	0
Lapse of statute of limitations	0
Settlements	0
Balance, end of period	$ 2,024	$ 1,978

Employee Benefit Plan - Additio

Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Retirement Benefits [Abstract]
Matching contribution	$ 1.5	$ 1.4

Segments - Additional Informati

Segments - Additional Information (Details) - Wholesale - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Depletion	$ 0.9	$ 1.9
Accounts Payable and Accrued Liabilities	$ 0.6	$ 0.3

Segments - Summary of Revenue b

Segments - Summary of Revenue by Segment and Region (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Net revenue	$ 283,228	$ 292,835
Income (loss) from operations	(208,817)	(7,911)
Wholesale
Segment Reporting Information [Line Items]
Net revenue	86,718	83,913
Income (loss) from operations	(130,475)	3,031
Direct to Consumer
Segment Reporting Information [Line Items]
Net revenue	83,369	92,201
Income (loss) from operations	(18,286)	15,995
Business to Business
Segment Reporting Information [Line Items]
Net revenue	113,183	113,835
Income (loss) from operations	12,284	17,751
Corporate and Other
Segment Reporting Information [Line Items]
Net revenue	(42)	2,886
Income (loss) from operations	$ (72,340)	$ (44,688)

Segments - Summary of Depreciat

Segments - Summary of Depreciation Expense Recognized by Operating Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Depreciation	$ 4,026	$ 3,372
Wholesale
Segment Reporting Information [Line Items]
Depreciation	27	130
Direct to Consumer
Segment Reporting Information [Line Items]
Depreciation	1,111	1,121
Business to Business
Segment Reporting Information [Line Items]
Depreciation	990	1,328
Corporate and Other
Segment Reporting Information [Line Items]
Depreciation	$ 1,898	$ 793

Segments - Summary of Amortizat

Segments - Summary of Amortization Expense Recognized by Operating Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Amortization Expense	$ 7,257	$ 5,948
Wholesale
Segment Reporting Information [Line Items]
Amortization Expense	2,514	1,657
Direct to Consumer
Segment Reporting Information [Line Items]
Amortization Expense	3,193	3,579
Business to Business
Segment Reporting Information [Line Items]
Amortization Expense	1,537	712
Corporate and Other
Segment Reporting Information [Line Items]
Amortization Expense	$ 13	$ 0

Net Loss Per Share - Computatio

Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
Net loss	$ (190,229)	$ (702)
Less: loss allocable to noncontrolling interest	(1,262)	(277)
Net loss allocable to common shareholders	(188,967)	(425)
Numerator- Basic EPS
Net loss allocated to common shareholders	(188,967)	(425)
Numerator- Diluted EPS
Net loss allocated to common shareholders	$ (188,967)	$ (425)
Weighted average common shares outstanding - Basic	59,096,045	60,673,789
Weighted Average Number of Shares Outstanding, Diluted, Total	59,096,045	60,673,789
Net loss per share - basic	$ (3.20)	$ (0.01)
Net loss per share - - diluted	$ (3.20)	$ (0.01)

Net Loss Per Share - Antidiluti

Net Loss Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	29,678,529	31,223,842
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	1,162,439	1,902,068
Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	2,869,837	3,503,527
Warrant [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	25,646,253	25,818,247,000

Subsequent Events (Additional I

Subsequent Events (Additional Information) (Details)

3 Months Ended

12 Months Ended

Mar. 11, 2024 USD ($)

Oct. 12, 2023 USD ($)

Jul. 20, 2023 USD ($) Workforce $ / shares shares

Feb. 07, 2023 USD ($)

Mar. 31, 2024 USD ($)

Dec. 31, 2022 USD ($)

Jun. 30, 2023 USD ($) $ / shares shares

Jun. 30, 2022 USD ($) $ / shares shares

Sep. 30, 2024 USD ($)

Jun. 30, 2024 USD ($)

Dec. 31, 2023 USD ($)

Oct. 31, 2023 USD ($)

Sep. 30, 2023 USD ($)

Sep. 13, 2023 $ / shares

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 1.10:1.00l 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 $1.4 million for the quarter ended September 30, 2022) and (iv) certain amendments to the conditions for permitted acquisitions and accordion increases.

Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares

842,872

3,533,627

Weighted Average Exercise Price, Granted | $ / shares

$ 9.82

$ 10.50

Share-Based Payment Arrangement, Expense

$ 6,737,000

$ 5,116,000

Board of Directors Chairman

Subsequent Event [Line Items]

Base salary

$ 250,000

Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares

4,000,000

Interim Chief Executive Officer [Member]

Subsequent Event [Line Items]

Base salary

$ 17,500

Fourth Amendment

Subsequent Event [Line Items]

Minimum liquidity covenant

$ 15,000,000

Restricted Stock Units

Subsequent Event [Line Items]

Weighted average period

2 years 7 months 6 days

Share-Based Payment Arrangement, Expense

$ 5,285,000

$ 4,363,000

Forecast

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.

Forecast | 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

Thereafter

$ 35,000,000

Minimum liquidity covenant

$ 25,000,000

Line of credit facility covenant aggregate appraised value

60,000,000

Debt instrument, periodic payment

$ 20,000,000

Forecast | Fourth Amendment | Secured Overnight Financing Rate (SOFR)

Subsequent Event [Line Items]

Debt instrument, interest rate

3%

Forecast | Fourth Amendment | Alternate Base Rate [Member]

Subsequent Event [Line Items]

Debt instrument, interest rate

2%

Forecast | Fourth Amendment | March 31, 2024

Subsequent Event [Line Items]

Debt instrument, periodic payment

$ 10,000,000

Forecast | Fourth Amendment | June 30, 2024

Subsequent Event [Line Items]

Debt instrument, periodic payment

10,000,000

Forecast | Fourth Amendment | December 31, 2024

Subsequent Event [Line Items]

Debt instrument, periodic payment

25,000,000

Forecast | Fourth Amendment | February through September

Subsequent Event [Line Items]

Available amount under line of credit

15,000,000

Forecast | Fourth Amendment | October through January

Subsequent Event [Line Items]

Available amount under line of credit

$ 10,000,000

Forecast | Revolving Credit Facility [Member] | Fourth Amendment

Subsequent Event [Line Items]

Line of Credit Facility, Current Borrowing Capacity

200,000,000

Forecast | Delay Draw Term Loan Facility [Member] | Fourth Amendment

Subsequent Event [Line Items]

Line of Credit Facility, Current Borrowing Capacity

$ 38,100,000

Forecast | Nasdaq

Subsequent Event [Line Items]

Bid Price

$ 1,000

Forecast | Maximum [Member]

Subsequent Event [Line Items]

Estimated cash expenditures

7,000,000

Forecast | Minimum [Member]

Subsequent Event [Line Items]

Estimated cash expenditures

$ 6,000,000

Subsequent Event

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.

Reduction in workforce | Workforce

25

Reduction in workforce as percentage of total

4%

Estimated annualized cost savings

$ 6,000,000

Percentage of target bonus of base salary

80%

Weighted average period

4 years

Sponsorship payments

$ 20,000,000

Subsequent Event | Health Insurance Product Line [Member]

Subsequent Event [Line Items]

Share-Based Payment Arrangement, Expense

125,000

Subsequent Event | Board of Directors Chairman

Subsequent Event [Line Items]

Base salary

900,000

Bonas salary

$ 326,000

Subsequent Event | February through September

Subsequent Event [Line Items]

Available amount under line of credit

$ 15,000,000

Subsequent Event | Restricted Stock Units

Subsequent Event [Line Items]

Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares

1,000,000

Subsequent Event | Restricted Stock Units | Vesting Period Year One [Member]

Subsequent Event [Line Items]

Weighted Average Exercise Price, Granted | $ / shares

$ 1.50

Subsequent Event | Restricted Stock Units | Vesting Period Year 2 [Member]

Subsequent Event [Line Items]

Weighted Average Exercise Price, Granted | $ / shares

3

Subsequent Event | Restricted Stock Units | Vesting Period Year Three [Member]

Subsequent Event [Line Items]

Weighted Average Exercise Price, Granted | $ / shares

3

Subsequent Event | Restricted Stock Units | Vesting Period Year Four [Member]

Subsequent Event [Line Items]

Weighted Average Exercise Price, Granted | $ / shares

$ 4.50

Subsequent Event | Phantom Share Units (PSUs) [Member]

Subsequent Event [Line Items]

Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares

2,000,000

Subsequent Event | Phantom Share Units (PSUs) [Member] | Vesting Period Year One [Member]

Subsequent Event [Line Items]

Weighted Average Exercise Price, Granted | $ / shares

$ 2

Subsequent Event | Phantom Share Units (PSUs) [Member] | Vesting Period Year 2 [Member]

Subsequent Event [Line Items]

Weighted Average Exercise Price, Granted | $ / shares

4

Subsequent Event | Phantom Share Units (PSUs) [Member] | Vesting Period Year Three [Member]

Subsequent Event [Line Items]

Weighted Average Exercise Price, Granted | $ / shares

$ 6

Subsequent Event | Nasdaq

Subsequent Event [Line Items]

Bid price per share | $ / shares

$ 1