Vintage Wine Estates (VWESQ) 10-Q 14 Nov 23 2024 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Sep. 30, 2023	Nov. 07, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Amendment Flag	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Registrant Name	Vintage Wine Estates, Inc.
Entity Central Index Key	0001834045
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--06-30
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		59,626,423
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	87-1005902
Entity Address Address Line One	937 Tahoe Boulevard
Entity File Number	001-40016
Entity Address Address Line Two	Suite 210
Entity Address City Or Town	Incline Village
Entity Address State Or Province	NV
Entity Address Postal Zip Code	89451
City Area Code	877
Local Phone Number	289-9463
Document Transition Report	false
Class A common stock
Document Information [Line Items]
Security12b Title	Common stock, no par value per share
Trading Symbol	VWE
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Security12b Title	Warrants to purchase common stock
Trading Symbol	VWEWW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Current assets:
Cash and cash equivalents	$ 18,624	$ 18,233
Accounts receivable, net	33,448	24,561
Other receivables	566	507
Inventories	199,402	201,363
Assets held for sale, net	0	511
Current interest rate swap asset	4,715	4,669
Prepaid expenses	8,688	14,895
Total current assets	265,443	264,739
Property, plant, and equipment, net	215,242	215,967
Operating lease right-of-use assets	30,082	32,945
Finance lease right-of-use-assets	606	630
Intangible assets, net	37,476	38,994
Interest rate swap asset	4,167	4,317
Other assets	3,229	3,562
Total assets	556,245	561,154
Current liabilities:
Line of credit	121,919	115,444
Accounts payable	20,084	20,413
Accrued liabilities and other payables	17,124	19,668
Accrued employee compensation	10,495	6,618
Current operating lease liabilities	6,210	6,243
Current finance lease liabilities	297	304
Current maturities of long-term debt	17,605	14,449
Total current liabilities	193,734	183,139
Other long-term liabilities	7,321	4,196
Long-term debt, less current maturities	170,013	173,409
Long-term operating lease liabilities	25,104	26,792
Long-term finance lease liabilities	317	334
Deferred tax liability	701	506
Total liabilities	397,190	388,376
Commitments and contingencies (Note 7)
Redeemable noncontrolling interest	255	262
Stockholders' equity
Preferred stock, no par value, 2,000,000 shares authorized, and none issued and outstanding at September 30, 2023 and June 30, 2023.	0	0
Common stock, no par value, 200,000,000 shares authorized, 62,437,684 issued and 59,565,790 outstanding at September 30, 2023 and 62,234,028 issued and 59,362,134 outstanding at June 30, 2023.	0	0
Additional paid-in capital	383,064	381,689
Treasury stock, at cost: 2,871,894 shares held at September 30, 2023 and June 30, 2023, respectively.	(26,034)	(26,034)
Accumulated deficit	(197,366)	(182,308)
Total Vintage Wine Estates, Inc. stockholders' equity	159,664	173,347
Noncontrolling interests	(864)	(831)
Total stockholders' equity	158,800	172,516
Total liabilities, redeemable noncontrolling interest, and stockholders' equity	$ 556,245	$ 561,154

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Jun. 30, 2023
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	62,437,684	62,234,028
Common stock, shares outstanding	59,565,790	59,362,134
Repurchases of common stock	2,871,894	2,871,894

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Net revenues
Total revenues	$ 73,274	$ 78,080
Cost of revenues
Total cost of revenues	48,574	48,550
Gross profit	24,700	29,530
Selling, general, and administrative expenses	28,749	31,449
Amortization expense	1,636	1,811
Loss on remeasurement of contingent liability	971	185
Restructuring expenses	4,002	0
Gain on insurance and litigation proceeds	0	(530)
Gain on sale of assets	(797)	0
Loss from operations	(9,861)	(3,385)
Other income (expense)
Interest expense	(4,925)	(3,381)
Net (loss) gain on interest rate swap agreements	(95)	9,327
Other, net	27	271
Total other (expense) income, net	(4,993)	6,217
(Loss) Income before provision for income taxes	(14,854)	2,832
Income tax provision	244	1,474
Net (loss) income	(15,098)	1,358
Net loss attributable to the noncontrolling interests	(40)	(174)
Net (loss) income attributable to common stockholders	$ (15,058)	$ 1,532
Net (loss) earnings per share allocable to common stockholders
Basic	$ (0.25)	$ 0.03
Diluted	$ (0.25)	$ 0.03
Weighted average shares used in the calculation of earnings per share allocable to common stockholders
Basic	59,413,048	58,819,160
Diluted	59,413,048	59,137,036
Wine, spirits and cider
Net revenues
Total revenues	$ 52,663	$ 52,270
Cost of revenues
Total cost of revenues	34,935	33,021
Nonwine
Net revenues
Total revenues	20,611	25,810
Cost of revenues
Total cost of revenues	$ 13,639	$ 15,529

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-In Capital	(Accumulated Deficit) Retained Earnings	Non-Controlling Interests	Redeemable Non controlling Interest
BEGINNING BALANCE at Jun. 30, 2022	$ 348,238		$ (26,034)	$ 376,099	$ (1,092)	$ (735)
BEGINNING BALANCE (in Shares) at Jun. 30, 2022		61,691,054	2,871,894
Redeemable Non-Controlling Interest Beginning Balance at Jun. 30, 2022							$ 1,494
Stock-based compensation expense, net of forfeitures	3,440			3,440
Repurchase of public warrants	(172)			(172)
Shareholder distribution							(66)
Temporary equity, Net income (loss)							(146)
Net income (loss)	1,504				1,532	(28)
Redeemable Non-Controlling Interest Ending Balance at Sep. 30, 2022							1,282
ENDING BALANCE at Sep. 30, 2022	360,762		$ (26,034)	379,367	8,192	(763)
ENDING BALANCE (Adoption of ASC 842) at Sep. 30, 2022	7,752				7,752
ENDING BALANCE (in Shares) at Sep. 30, 2022		61,691,054	2,871,894
BEGINNING BALANCE at Jun. 30, 2023	172,516		$ (26,034)	381,689	(182,308)	(831)
BEGINNING BALANCE (in Shares) at Jun. 30, 2023		62,234,028	2,871,894
Redeemable Non-Controlling Interest Beginning Balance at Jun. 30, 2023	262						262
Stock-based compensation expense, net of forfeitures	1,269			1,269
Restricted stock units vested (in shares)		233,311
Restricted stock units vested	129			129
Taxes paid related to net share settlement of equity awards	(23)			(23)
Taxes paid related to net share settlement of equity awards (in shares)		(29,655)
Temporary equity, Net income (loss)							(7)
Net income (loss)	(15,091)				(15,058)	(33)
Redeemable Non-Controlling Interest Ending Balance at Sep. 30, 2023	255						$ 255
ENDING BALANCE at Sep. 30, 2023	$ 158,800		$ (26,034)	$ 383,064	$ (197,366)	$ (864)
ENDING BALANCE (in Shares) at Sep. 30, 2023		62,437,684	2,871,894

Condensed Consolidated Statem_3

Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net (loss) income	$ (15,098)	$ 1,358
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation expense	4,131	3,996
Non-cash operating lease expense	1,387	37
Amortization expense	1,714	1,880
Amortization of deferred loan fees and line of credit fees	236	98
Stock-based compensation expense	1,269	3,440
Provision for credit losses	(17)	(8)
Provision for inventory reserve	110	0
Remeasurement of contingent consideration liabilities	971	185
Net loss (gain) on interest rate swap agreements	95	(9,327)
Provision for deferred income tax	195	2,296
Gain on sale of assets	(797)	0
Change in operating assets and liabilities:
Accounts receivable	(8,870)	(547)
Other receivables	(59)	(8)
Inventories	1,851	(6,953)
Prepaid expenses and other current assets	6,207	2,388
Other assets	68	(1,861)
Accounts payable	(1,452)	2,103
Accrued liabilities and other payables	3,853	3,702
Net change in lease assets and liabilities	(245)	(791)
Net cash (used in) provided by operating activities	(4,451)	1,988
Cash flows from investing activities
Proceeds from sale of assets	1,364	0
Purchases of property, plant, and equipment	(3,462)	(3,454)
Net cash used in investing activities	(2,098)	(3,454)
Cash flows from financing activities
Principal payments on line of credit	(2,519)	(34,466)
Proceeds from line of credit	8,995	30,317
Change in outstanding checks in excess of cash	1,123	6,074
Principal payments on long-term debt	(328)	(3,753)
Principal payments on finance leases	(78)	(67)
Payments of minimum tax withholdings on stock-based payment awards	(23)
Distributions to noncontrolling interest		(66)
Repurchase of public warrants		(172)
Payments on acquisition earnout	(230)	(39)
Net cash provided by (used in) financing activities	6,940	(2,172)
Net change in cash, cash equivalents and restricted cash	391	(3,638)
Cash, cash equivalents and restricted cash, beginning of year	18,233	49,558
Cash and cash equivalents, end of year	18,624	45,920
Noncash investing and financing activities:
Increase in operating lease assets and liabilities upon adoption of ASC 842	0	36,776
Increase in finance lease assets and liabilities upon adoption of ASC 842	0	67
Operating lease assets obtained in exchange for operating lease liabilities	5	0
Finance lease assets obtained in exchange for finance lease obligations	81	0
Issuance of shares in lieu of payment to consultant	$ 129	$ 0

Basis of Presentation and Signi

Basis of Presentation and Significant Accounting Policies	3 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	1 . Basis of Presentation and Si gnificant Accounting Policies Basis of Presentation The condensed consolidated financial statements include the accounts of all majority-owned or controlled subsidiaries, and all significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively. References to the "Company," "we," "our," "us," and similar pronouns in this Quarterly Report on Form 10-Q for the three months ended September 30, 2023 (this "Form 10-Q") refer to Vintage Wine Estates, Inc., a Nevada corporation, and its majority owned subsidiaries or controlled subsidiaries unless the context requires otherwise. Our fiscal year ends on June 30. References to fiscal 2024 in these condensed consolidated financial statements are to the fiscal year ending June 30, 2024. Our unaudited condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission ("SEC") instructions to Quarterly Reports on Form 10-Q and include the information and disclosures required by accounting principles generally accepted in the United States ("GAAP") for interim financial reporting. In the opinion of management, all adjustments necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included in this Form 10-Q. Except as disclosed elsewhere in this Form 10-Q, all such adjustments are of a normal and recurring nature. In addition, financial results presented for this fiscal 2024 interim period are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2024 or any other future interim or annual period. These condensed consolidated financial statements are unaudited and accordingly, should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the SEC on October 13, 2023. The June 30, 2023 condensed consolidated balance sheet was derived from the audited consolidated financial statements as of that date. Restatement of Previously Issued Condensed Consolidated Financial Statements The Company restated its unaudited quarterly financial data, on October 13, 2023, for the periods ended September 30, 2022, December 31, 2022 and March 31, 2023. All amounts in this quarterly report on Form 10-Q affected by the restatement, including but not limited to the three months ended September 30, 2022, reflect such restated amounts. Significant Accounting Policies A description of the Company’s significant accounting policies is included in the audited financial statements within its Annual Report on Form 10-K for the fiscal year ended June 30, 2023. There have been no material changes in the Company’s significant accounting policies during the three months ended September 30, 2023. Use of Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Significant estimates include, but are not limited to the net realizable value of inventory, estimated fair values of intangible assets in acquisitions, intangible assets for impairment, amortization methods and periods, contingent consideration, stock-based compensation, and accounting for income taxes, as applicable. Actual results could differ materially from those estimates. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Specifically, we reclassified $ 6.6 million of accrued employee compensation from accrued liabilities and other payables to accrued employee compensation as of June 30, 2023. Allowance for Credit Losses The provision for credit losses for the periods ended September 30, 2023 and June 30, 2023 , was immaterial. We do not accrue interest on past-due amounts. Bad debt expense was immaterial for all reporting periods presented. Disaggregation of Revenue The following table summarizes revenue by geographic region: September 30, (in thousands) 2023 2022 United States $ 72,825 $ 76,373 International 449 1,707 Total net revenue $ 73,274 $ 78,080 The following table provides a disaggregation of revenue based on the pattern of revenue recognition: September 30, (in thousands) 2023 2022 Point in time $ 61,497 $ 66,431 Over time 11,777 11,649 Total net revenue $ 73,274 $ 78,080 Inventories Inventory consists of the following: (in thousands) September 30, 2023 June 30, 2023 Bulk wine, spirits and cider $ 78,873 $ 84,602 Bottled wine, spirits and cider 105,870 100,075 Bottling and packaging supplies 13,455 15,690 Nonwine inventory 1,204 996 Total inventories $ 199,402 $ 201,363 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. The inventory reserve for the three months ended September 30, 2023 and 2022 was immaterial. Indefinite-Lived Intangible Assets During the three months ended September 30, 2023 and 2022, the Company did no t identify any impairment triggers. Casualty Gains In relation to various weather and wildfire events, the Company received insurance and litigation proceeds of zero and $ 0.5 million during the three months ended September 30, 2023 and 2022, respectively. Segment Information We operate in three reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker (“CODM”), our Interim Chief Executive Officer for the three months ended September 30, 2023, allocates resources and assesses performance based upon discrete financial information at the segment level. Earnings Per Share Basic net income (loss) per share is calculated by dividing the net income (loss) allocable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For purposes of the calculation of diluted net income (loss) per share, stock options, warrants to purchase common stock and restricted stock units are considered potentially dilutive securities but are excluded from the calculation of diluted net income (loss) per share when their effect is antidilutive. As a result, in certain periods, diluted net income (loss) per share is the same as the basic net income (loss) per share. The Company does not pay dividends or have participating shares outstanding. Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act

Restructuring

Restructuring	3 Months Ended
	Sep. 30, 2023
Restructuring Charges [Abstract]
Restructuring	2. 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") intended 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. The total restructuring expense, shown on a separate line in the Company's condensed consolidated statements of operations and comprehensive income, for the three months ended September 30, 2023 was $ 4.0 million, substantially all of which was related to employee severance and related benefit costs. The amount is expected to be paid over the next 24 months. The following table presents the changes in the Company's restructuring-related accrued employee compensation liabilities: (in thousands) Balance at June 30, 2023 $ - Restructuring expense 4,002 Cash payments ( 393 ) Balance at September 30, 2023 $ 3,609

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	3. Fair Value M easurements The following tables present assets and liabilities measured at fair value on a recurring basis: September 30, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 9,943 $ - $ - $ 9,943 Interest rate swaps (1) - 8,882 - 8,882 Total $ 9,943 $ 8,882 $ - $ 18,825 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 9,397 $ 9,397 Total $ - $ - $ 9,397 $ 9,397 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 (1) The fair value of interest rate swaps is estimated using a discounted cash flow analysis that considers the expected future cash flows of each interest rate swap. This analysis reflects the contractual terms of the interest rate swap, including the remaining period to maturity, and uses market-corroborated Level 2 inputs, including forward interest rate curves and implied interest rate volatilities. The fair value of an interest rate swap is estimated by discounting future fixed cash payments against the discounted expected variable cash receipts. The variable cash receipts are estimated based on an expectation of future interest rates derived from forward interest rate curves. The fair value of an interest rate swap also incorporates credit valuation adjustments to reflect the non-performance risk of the Company and the respective counterparty. (2) We assess the fair value of contingent consideration to be settled in cash related to acquisitions using probability weighted models for the various contractual earn-outs. These are Level 3 measurements. Significant unobservable inputs used in the estimated fair values of these contingent consideration liabilities include probabilities of achieving customer related performance targets, specified sales milestones, consulting milestones, changes in unresolved claims, projected revenue or changes in discount rates. The following table provides a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): (in thousands) Contingent Balance at June 30, 2023 8,656 Acquisitions - Payments ( 230 ) Change in fair value 971 Balance at September 30, 2023 9,397 Less: current portion ( 2,427 ) Long term portion $ 6,970 The current and long-term portion of contingent consideration is included within the accrued liabilities and other payables and other long-term liabilities, respectively, in the condensed consolidated balance sheets. Our non-financial assets, such as 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.

Long-Term and Other Short-Term

Long-Term and Other Short-Term Obligations	3 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Long-Term and Other Short-Term Obligations	. Long-Term a nd Other Short-Term Obligations The following table summarizes long-term and other short-term obligations: September 30, June 30, (in thousands) 2023 2023 Note to a bank with one month interest at SOFR ( 5.33 %) at September 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. 142,531 142,532 Capital expenditures borrowings payable at SOFR ( 5.33 %) at September 30, 2023 plus 2.35 %, payable in quarterly installments of $ 801 with draw expiring June 2027. 12,762 12,762 Equipment Term Loan payable at SOFR ( 5.33 %) at September 30, 2023 plus 2.35 %, payable in quarterly installments of $ 250 with draw expiring December 2026. 3,433 3,433 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with applicable interest; matures in March 2024 . 362 541 Note to a bank with interest fixed at 7.50 %, payable in monthly installments of $ 61 principal with applicable interest; matures in April 2026 . 1,724 1,873 Delayed Draw Term Loan ("DDTL") with interest at SOFR ( 5.33 %) at September 30, 2023 plus 2.35 %, payable in quarterly installments of $ 818 . Matures in December 2027 . 28,183 28,183 Total debt 188,995 189,324 Less: current maturities ( 17,605 ) ( 14,449 ) Less: unamortized deferred financing costs ( 1,377 ) ( 1,466 ) Long-term debt, net $ 170,013 $ 173,409 The effective interest rate under the revolving facility w as 7.4 % and 2.6 % as of September 30, 2023 and 2022, respectively. On October 12, 2023, th e Company entered into a fourth amendment (the “Fourth Amendment”) to the Second Amended and Restated Loan and Security Agreement (the "A&R Loan and Security Agreement") by and among the Company, the Borrowers party thereto (the "Borrowers"), the Lenders party thereto (the "Lenders"), and Bank of the West as Agent (the "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 the loans subject to SOFR interest rates (the "SOFR Loans") and 2.00 % for the loans subject to the Adjusted Base Rate (the "ABR Loans"), which margins will step-up further if certain prepayments of the term loans are not made by certain dates prescribed in the Fourth 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 October 12, 2023, 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 fiscal years are as follows: Remaining 2024 $ 14,119 2025 13,956 2026 13,885 2027 12,672 2028 134,363 $ 188,995

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Stockholders' Equity	5. Stockhold ers' Equity Warrants At September 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 7,646,453 Private Warrants (the "Private Warrants"). 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. 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 an EBITDA threshold, as defined in the merger agreement, and the earnout multiple of seven. No shares were issued through September 30, 2023. Stock Options Stock options granted under the 2021 Plan prior to May 17, 2023 have a ten-year term and are subject to certain market conditions, including that the stock options 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 generally 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, 2023 2,869,837 $ 10.31 8.80 $ - Granted 359,214 1.26 - Exercised - - - Forfeited or cancelled ( 513,235 ) 10.50 - Outstanding at September 30, 2023 2,715,816 $ 9.07 8.60 $ - Total unrecognized compensation expense related to the stock options was $ 3.3 million, which is expected to be recognized over a weighted-average period of 5.0 years. As of September 30, 2023 , 932,813 options were exercisable pending attainment of a market condition. 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. The following table presents a summary of restricted stock units activity: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding at June 30, 2023 1,162,439 $ 4.98 Granted 1,794,562 1.03 Vested ( 233,311 ) 3.31 Forfeited or cancelled ( 132,881 ) 6.51 Outstanding at September 30, 2023 2,590,809 $ 2.32 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 2.4 years. During the three months ended September 30, 2023, the Company granted 151,052 fully-vested restricted stock units to a third party in consideration of consulting services rendered.

Income Taxes

Income Taxes	3 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	6. Inco me Taxes For the three months ended September 30, 2023 , the effective tax rate differs from the federal statutory rate of 21 % primarily due to permanent items and valuation allowance. For the three months ended September 30, 2022 , the effective tax rate differs from the federal statutory rate of 21 % primarily due to permanent items related to non-deductible officer compensation.

Commitments and Contingent Liab

Commitments and Contingent Liabilities and Litigation	3 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments, Contingent Liabilities and Litigation	7. Commitm ents, 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. The Company paid the claimant $ 0.4 million subsequent to September 30, 2023. 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. The Company has received a complaint in California Superior Court alleging certain violations of California employment law and seeking class certification for certain current and former employees of the Company. The Company intends to defend the matter vigorously. The Company is unable to predict the outcome of this matter and is unable to estimate the range of loss, if any, that could result from an unfavorable outcome. From time to time, the Company is 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) Year ending June 30, Total Remainder of 2024 $ 25,969 2025 9,935 2026 3,786 2027 347 2028 264 $ 40,301 Grape, bulk wine and cider purchases under contracts totaled $ 12.8 million and $ 15.8 million for the three months ended September 30, 2023 and 2022 , respectively. The Company expects to fulfill all of these purchase commitments.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	8 . 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. On October 17 2023, the Company and Mr. Roney entered into an amendment to the Letter Agreement pursuant to which his annual base salary was decreased. Pursuant to the terms of the Letter Agreement, as amended, Mr. Roney will receive an annual base salary of $ 212,500 for his service as Executive Chairman and will be eligible to participate in the Company’s employee benefit plans and programs in accordance with their terms and eligibility requirements. In connection with his appointment as Executive Chairman, all outstanding stock options and unvested restricted stock units previously granted to Mr. Roney under the Company’s 2021 Plan ceased to vest and any unvested awards were forfeited. The Company has a contract with Bin-to-bottle, a storage and bottling company owned by Patrick Roney, founder of VWE and Executive Chairman, for storage purposes. The Company incurred zero and $ 6.0 thousand in expenses for the three months ended September 30, 2023 and 2022, respectively. 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. The Consulting Agreement was terminated effective October 31, 2023. Immediate Family Member and Other Business Arrangements We provide at will employment to several family members of officers or directors who provide various sales, marketing and administrative services to us. Payroll and other expenses to these related parties was $ 123 thousand and $ 125 thousand for the three months ended September 30, 2023 and 2022, 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 connection with the Separation Agreement, 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”, an initiative to raise money for breast cancer awareness, 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. The Company donated money to Tough Enough to Wear Pink from the profits made by the sale of Purple Cowboy, that totaled $ 65 thousand and $ 75 thousand for the three months ended September 30, 2023 and 2022, respectively. In addition, 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. We have 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 are paid 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 three months ended September 30, 2023 and 2022, payments made to Sonoma Brands Partners II, LLC were immaterial. 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 totaled $ 50 thousand for each of the three months ended September 30, 2023 and 2022 .

Segments

Segments	3 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Segments	9. Seg ments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM, or decision-making group, in deciding how to allocate resources and in assessing performance. Our operations are principally managed on a sales distribution basis and are comprised of three reportable segments: Wholesale; Direct-to-Consumer; and Business-to-Business. The factors for determining the reportable segments include the manner in which management evaluates performance for purposes for allocating resources and assessing performance. We report our segments as follows: Direct-to-Consumer ("DTC") - We sell our wine and other merchandise directly to consumers through wine club memberships, at wineries’ tasting rooms, and through eCommerce. Winery estates hold various public and private events for customers and our wine club members. 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 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. Business-to-Business ("B2B") - Our Business-to-Business segment generates revenue primarily from custom winemaking services and the sale of private label wines and spirits. 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. We record corporate level expenses, non-direct selling expenses and other expenses not specifically allocated to the results of operations in Other. The following tables present net revenue and income from operations directly attributable to the Company's segments: Three months ended September 30, 2023 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 17,983 $ 19,144 $ 36,148 $ ( 1 ) $ 73,274 Restructuring expenses $ 63 $ 2,289 $ - $ 1,650 $ 4,002 Income (loss) from operations $ 2,214 $ ( 1,293 ) $ 4,898 $ ( 15,680 ) $ ( 9,861 ) Three months ended September 30, 2022 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 19,992 $ 23,987 $ 34,180 $ ( 79 ) $ 78,080 Income (loss) from operations $ 1,969 $ 2,288 $ 10,533 $ ( 18,175 ) $ ( 3,385 ) There was no inter-segment activity for any of the given reporting periods presented. Depreciation expense recognized by operating segment is summarized below: (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total For the three months ended September 30: 2023 $ 317 $ 8 $ 279 $ 525 $ 1,129 2022 $ 291 $ 40 $ 235 $ 448 $ 1,014 Amortization expense recognized by operating segment is summarized below: (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total For the three months ended September 30: 2023 $ 596 $ 660 $ 380 $ - $ 1,636 2022 $ 821 $ 616 $ 374 $ - $ 1,811 All of our long-lived assets are located within the United States.

Earnings Per Share

Earnings Per Share	3 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Earnings Per Share	10. Earning s Per Share The following table reconciles the number of common shares used to compute basic and diluted earnings per share attributable to Vintage Wine Estates, Inc., shareholders: Three Months Ended September 30, (in thousands, except for per share amounts) 2023 2022 Net (loss) income $ ( 15,098 ) $ 1,358 Less: income (loss) allocable to noncontrolling interest ( 40 ) ( 174 ) Net (loss) income allocable to common shareholders $ ( 15,058 ) $ 1,532 Numerator – Basic EPS Net (loss) income allocable to common shareholders $ ( 15,058 ) $ 1,532 Net (loss) income allocated to common shareholders $ ( 15,058 ) $ 1,532 Numerator – Diluted EPS Net (loss) income allocated to common shareholders $ ( 15,058 ) $ 1,532 Net (loss) income allocated to common shareholders $ ( 15,058 ) $ 1,532 Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 59,413,048 58,819,160 Denominator – Diluted Common Shares Effect of dilutive securities: Stock options - - Restricted Stock Units - 317,876 Weighted average common shares - Diluted 59,413,048 59,137,036 Net (loss) income per share – basic: Common Shares $ ( 0.25 ) $ 0.03 Net (loss) income per share – diluted: Common Shares $ ( 0.25 ) $ 0.03 The following securities have been excluded from the calculations of diluted earnings per share attributable to common shareholders because including them would have been antidilutive: Three Months Ended September 30, 2023 2022 Shares subject to warrants to purchase common stock 25,646,453 25,646,453 Shares subject to options to purchase common stock 2,715,816 3,675,641 Shares subject to restricted stock units 2,590,809 1,990,655 Total 30,953,078 31,312,749

Subsequents Events

Subsequents Events	3 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	11. Subsequent Events Debt Amendment On October 12, 2023, the Compa ny entered into 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 Fourth 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. Executive Leadership Changes On October 30, 2023 Seth Kaufman began his service as the Company’s President and Chief Executive Officer, as previously appointed by the Board on July 20, 2023. In connection with Mr. Kaufman's appointment, Jon Moramarco ceased his service as the Interim Chief Executive Officer of the Company. Mr. Moramarco will remain on the Company’s Board of Directors. The Consulting Agreement with Mr. Moramarco and bw166 for his services as Interim Chief Executive Officer was terminated effective October 31, 2023.

Basis of Presentation and Sig_2

Basis of Presentation and Significant Accounting Policies (Policies)	3 Months Ended
	Sep. 30, 2023
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements include the accounts of all majority-owned or controlled subsidiaries, and all significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively. References to the "Company," "we," "our," "us," and similar pronouns in this Quarterly Report on Form 10-Q for the three months ended September 30, 2023 (this "Form 10-Q") refer to Vintage Wine Estates, Inc., a Nevada corporation, and its majority owned subsidiaries or controlled subsidiaries unless the context requires otherwise. Our fiscal year ends on June 30. References to fiscal 2024 in these condensed consolidated financial statements are to the fiscal year ending June 30, 2024. Our unaudited condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission ("SEC") instructions to Quarterly Reports on Form 10-Q and include the information and disclosures required by accounting principles generally accepted in the United States ("GAAP") for interim financial reporting. In the opinion of management, all adjustments necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included in this Form 10-Q. Except as disclosed elsewhere in this Form 10-Q, all such adjustments are of a normal and recurring nature. In addition, financial results presented for this fiscal 2024 interim period are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2024 or any other future interim or annual period. These condensed consolidated financial statements are unaudited and accordingly, should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the SEC on October 13, 2023. The June 30, 2023 condensed consolidated balance sheet was derived from the audited consolidated financial statements as of that date.
Restatement of Previously Issued Condensed Consolidated Financial Statements	Restatement of Previously Issued Condensed Consolidated Financial Statements The Company restated its unaudited quarterly financial data, on October 13, 2023, for the periods ended September 30, 2022, December 31, 2022 and March 31, 2023. All amounts in this quarterly report on Form 10-Q affected by the restatement, including but not limited to the three months ended September 30, 2022, reflect such restated amounts.
Use of Estimates	Use of Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Significant estimates include, but are not limited to the net realizable value of inventory, estimated fair values of intangible assets in acquisitions, intangible assets for impairment, amortization methods and periods, contingent consideration, stock-based compensation, and accounting for income taxes, as applicable. Actual results could differ materially from those estimates.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Specifically, we reclassified $ 6.6 million of accrued employee compensation from accrued liabilities and other payables to accrued employee compensation as of June 30, 2023.
Allowance for Credit Losses	Allowance for Credit Losses The provision for credit losses for the periods ended September 30, 2023 and June 30, 2023 , was immaterial. We do not accrue interest on past-due amounts. Bad debt expense was immaterial for all reporting periods presented.
Disaggregation Of Revenue	Disaggregation of Revenue The following table summarizes revenue by geographic region: September 30, (in thousands) 2023 2022 United States $ 72,825 $ 76,373 International 449 1,707 Total net revenue $ 73,274 $ 78,080 The following table provides a disaggregation of revenue based on the pattern of revenue recognition: September 30, (in thousands) 2023 2022 Point in time $ 61,497 $ 66,431 Over time 11,777 11,649 Total net revenue $ 73,274 $ 78,080
Inventories	Inventories Inventory consists of the following: (in thousands) September 30, 2023 June 30, 2023 Bulk wine, spirits and cider $ 78,873 $ 84,602 Bottled wine, spirits and cider 105,870 100,075 Bottling and packaging supplies 13,455 15,690 Nonwine inventory 1,204 996 Total inventories $ 199,402 $ 201,363 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. The inventory reserve for the three months ended September 30, 2023 and 2022 was immaterial.
Indefinite-Lived Intangible Assets	Indefinite-Lived Intangible Assets During the three months ended September 30, 2023 and 2022, the Company did no t identify any impairment triggers.
Casualty Gains	Casualty Gains In relation to various weather and wildfire events, the Company received insurance and litigation proceeds of zero and $ 0.5 million during the three months ended September 30, 2023 and 2022, respectively.
Segment Information	Segment Information We operate in three reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker (“CODM”), our Interim Chief Executive Officer for the three months ended September 30, 2023, allocates resources and assesses performance based upon discrete financial information at the segment level.
Earnings Per Share	Earnings Per Share Basic net income (loss) per share is calculated by dividing the net income (loss) allocable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For purposes of the calculation of diluted net income (loss) per share, stock options, warrants to purchase common stock and restricted stock units are considered potentially dilutive securities but are excluded from the calculation of diluted net income (loss) per share when their effect is antidilutive. As a result, in certain periods, diluted net income (loss) per share is the same as the basic net income (loss) per share. The Company does not pay dividends or have participating shares outstanding.
Emerging Growth Company Status	Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act

Basis of Presentation and Sig_3

Basis of Presentation and Significant Accounting Policies (Tables)	3 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Summary of Revenue by Segment and Region	The following table summarizes revenue by geographic region: September 30, (in thousands) 2023 2022 United States $ 72,825 $ 76,373 International 449 1,707 Total net revenue $ 73,274 $ 78,080
Summary of Disaggregation of Revenue	The following table provides a disaggregation of revenue based on the pattern of revenue recognition: September 30, (in thousands) 2023 2022 Point in time $ 61,497 $ 66,431 Over time 11,777 11,649 Total net revenue $ 73,274 $ 78,080
Schedule of Inventory	Inventory consists of the following: (in thousands) September 30, 2023 June 30, 2023 Bulk wine, spirits and cider $ 78,873 $ 84,602 Bottled wine, spirits and cider 105,870 100,075 Bottling and packaging supplies 13,455 15,690 Nonwine inventory 1,204 996 Total inventories $ 199,402 $ 201,363

Restructuring (Tables)

Restructuring (Tables)	3 Months Ended
	Sep. 30, 2023
Restructuring Charges [Abstract]
Summary of Restructuring Related Liabilities	The following table presents the changes in the Company's restructuring-related accrued employee compensation liabilities: (in thousands) Balance at June 30, 2023 $ - Restructuring expense 4,002 Cash payments ( 393 ) Balance at September 30, 2023 $ 3,609

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Sep. 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: September 30, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 9,943 $ - $ - $ 9,943 Interest rate swaps (1) - 8,882 - 8,882 Total $ 9,943 $ 8,882 $ - $ 18,825 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 9,397 $ 9,397 Total $ - $ - $ 9,397 $ 9,397 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 (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, 2023 8,656 Acquisitions - Payments ( 230 ) Change in fair value 971 Balance at September 30, 2023 9,397 Less: current portion ( 2,427 ) Long term portion $ 6,970

Long-Term and Other Short-Ter_2

Long-Term and Other Short-Term Obligations (Tables)	3 Months Ended
	Sep. 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: September 30, June 30, (in thousands) 2023 2023 Note to a bank with one month interest at SOFR ( 5.33 %) at September 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. 142,531 142,532 Capital expenditures borrowings payable at SOFR ( 5.33 %) at September 30, 2023 plus 2.35 %, payable in quarterly installments of $ 801 with draw expiring June 2027. 12,762 12,762 Equipment Term Loan payable at SOFR ( 5.33 %) at September 30, 2023 plus 2.35 %, payable in quarterly installments of $ 250 with draw expiring December 2026. 3,433 3,433 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with applicable interest; matures in March 2024 . 362 541 Note to a bank with interest fixed at 7.50 %, payable in monthly installments of $ 61 principal with applicable interest; matures in April 2026 . 1,724 1,873 Delayed Draw Term Loan ("DDTL") with interest at SOFR ( 5.33 %) at September 30, 2023 plus 2.35 %, payable in quarterly installments of $ 818 . Matures in December 2027 . 28,183 28,183 Total debt 188,995 189,324 Less: current maturities ( 17,605 ) ( 14,449 ) Less: unamortized deferred financing costs ( 1,377 ) ( 1,466 ) Long-term debt, net $ 170,013 $ 173,409 The effective interest rate under the revolving facility w as 7.4 % and 2.6 % as of September 30, 2023 and 2022, respectively.
Schedule of Maturities of Long-term and Other Short-term Borrowings	Maturities of long-term and other short-term borrowings for succeeding fiscal years are as follows: Remaining 2024 $ 14,119 2025 13,956 2026 13,885 2027 12,672 2028 134,363 $ 188,995

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Sep. 30, 2023
Equity [Abstract]
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, 2023 2,869,837 $ 10.31 8.80 $ - Granted 359,214 1.26 - Exercised - - - Forfeited or cancelled ( 513,235 ) 10.50 - Outstanding at September 30, 2023 2,715,816 $ 9.07 8.60 $ -
Summary of Restricted Stock Units Activity	The following table presents a summary of restricted stock units activity: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding at June 30, 2023 1,162,439 $ 4.98 Granted 1,794,562 1.03 Vested ( 233,311 ) 3.31 Forfeited or cancelled ( 132,881 ) 6.51 Outstanding at September 30, 2023 2,590,809 $ 2.32

Commitments and Contingent Li_2

Commitments and Contingent Liabilities and Litigation (Tables)	3 Months Ended
	Sep. 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) Year ending June 30, Total Remainder of 2024 $ 25,969 2025 9,935 2026 3,786 2027 347 2028 264 $ 40,301

Segments (Tables)

Segments (Tables)	3 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Summary of Revenue by Segment and Region	The following tables present net revenue and income from operations directly attributable to the Company's segments: Three months ended September 30, 2023 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 17,983 $ 19,144 $ 36,148 $ ( 1 ) $ 73,274 Restructuring expenses $ 63 $ 2,289 $ - $ 1,650 $ 4,002 Income (loss) from operations $ 2,214 $ ( 1,293 ) $ 4,898 $ ( 15,680 ) $ ( 9,861 ) Three months ended September 30, 2022 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 19,992 $ 23,987 $ 34,180 $ ( 79 ) $ 78,080 Income (loss) from operations $ 1,969 $ 2,288 $ 10,533 $ ( 18,175 ) $ ( 3,385 )
Summary of Depreciation Expense Recognized by Operating Segment	Depreciation expense recognized by operating segment is summarized below: (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total For the three months ended September 30: 2023 $ 317 $ 8 $ 279 $ 525 $ 1,129 2022 $ 291 $ 40 $ 235 $ 448 $ 1,014
Summary of Amortization Expense Recognized by Operating Segment	Amortization expense recognized by operating segment is summarized below: (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total For the three months ended September 30: 2023 $ 596 $ 660 $ 380 $ - $ 1,636 2022 $ 821 $ 616 $ 374 $ - $ 1,811

Earnings Per Share (Tables)

Earnings Per Share (Tables)	3 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders	The following table reconciles the number of common shares used to compute basic and diluted earnings per share attributable to Vintage Wine Estates, Inc., shareholders: Three Months Ended September 30, (in thousands, except for per share amounts) 2023 2022 Net (loss) income $ ( 15,098 ) $ 1,358 Less: income (loss) allocable to noncontrolling interest ( 40 ) ( 174 ) Net (loss) income allocable to common shareholders $ ( 15,058 ) $ 1,532 Numerator – Basic EPS Net (loss) income allocable to common shareholders $ ( 15,058 ) $ 1,532 Net (loss) income allocated to common shareholders $ ( 15,058 ) $ 1,532 Numerator – Diluted EPS Net (loss) income allocated to common shareholders $ ( 15,058 ) $ 1,532 Net (loss) income allocated to common shareholders $ ( 15,058 ) $ 1,532 Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 59,413,048 58,819,160 Denominator – Diluted Common Shares Effect of dilutive securities: Stock options - - Restricted Stock Units - 317,876 Weighted average common shares - Diluted 59,413,048 59,137,036 Net (loss) income per share – basic: Common Shares $ ( 0.25 ) $ 0.03 Net (loss) income per share – diluted: Common Shares $ ( 0.25 ) $ 0.03
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following securities have been excluded from the calculations of diluted earnings per share attributable to common shareholders because including them would have been antidilutive: Three Months Ended September 30, 2023 2022 Shares subject to warrants to purchase common stock 25,646,453 25,646,453 Shares subject to options to purchase common stock 2,715,816 3,675,641 Shares subject to restricted stock units 2,590,809 1,990,655 Total 30,953,078 31,312,749

Basis of Presentation and Sig_4

Basis of Presentation and Significant Accounting Policies - Additional information (Details) $ in Thousands	3 Months Ended
	Sep. 30, 2023 USD ($) Segment	Sep. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)
Subsidiary Sale Of Stock [Line Items]
Trade impairments	$ 0	$ 0
Insurance claim settlement amount received	$ 0	$ 500
Number of reporting segments | Segment	3
Revision of Prior Period, Reclassification, Adjustment [Member]
Subsidiary Sale Of Stock [Line Items]
Accrued employee compensation			$ 6,600

Basis of Presentation and Sig_5

Basis of Presentation and Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Disaggregation Of Revenue [Line Items]
Total revenues	$ 73,274	$ 78,080
United States
Disaggregation Of Revenue [Line Items]
Total revenues	72,825	76,373
International
Disaggregation Of Revenue [Line Items]
Total revenues	$ 449	$ 1,707

Basis of Presentation and Sig_6

Basis of Presentation and Significant Accounting Policies - Summary of Disaggregation of Revenue Recognized (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Disaggregation Of Revenue [Line Items]
Total revenues	$ 73,274	$ 78,080
Point in Time
Disaggregation Of Revenue [Line Items]
Total revenues	61,497	66,431
Over Time
Disaggregation Of Revenue [Line Items]
Total revenues	$ 11,777	$ 11,649

Basis of Presentation and Sig_7

Basis of Presentation and Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Inventory [Line Items]
Inventories	$ 199,402	$ 201,363
Bulk Wine Spirits and Cider
Inventory [Line Items]
Inventories	78,873	84,602
Bottled Wine, Spirits and Cider
Inventory [Line Items]
Inventories	105,870	100,075
Bottling and Packaging Supplies
Inventory [Line Items]
Inventories	13,455	15,690
Nonwine Inventory
Inventory [Line Items]
Inventories	$ 1,204	$ 996

Restructuring - Additional Info

Restructuring - Additional Information (Details) $ in Thousands		3 Months Ended
	Jul. 20, 2023 Role	Sep. 30, 2023 USD ($)
Restructuring Charges [Abstract]
Number of employees | Role	25
Percentage of workforce	4%
Total restructuring expense | $		$ 4,002

Restructuring - Schedule of Res

Restructuring - Schedule of Restructuring Related Liabilities (Details) $ in Thousands	3 Months Ended
	Sep. 30, 2023 USD ($)
Restructuring Charges [Abstract]
Restructuring Reserve, Beginning Balance	$ 0
Restructuring expense	4,002
Cash payments	(393)
Restructuring Reserve, Ending Balance	$ 3,609

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands		Sep. 30, 2023	Jun. 30, 2023
Assets:
Assets		$ 18,825	$ 18,860
Interest rate swaps	[1]	8,882	8,986
Liabilities:
Contingent consideration liabilities	[2]	9,397	8,656
Liabilities		9,397	8,656
Fair Value, Inputs, Level 1
Assets:
Assets		9,943	9,874
Interest rate swaps	[1]	0	0
Liabilities:
Contingent consideration liabilities	[2]	0	0
Liabilities		0	0
Fair Value, Inputs, Level 2
Assets:
Assets		8,882	8,986
Interest rate swaps	[1]	8,882	8,986
Liabilities:
Contingent consideration liabilities	[2]	0	0
Liabilities		0	0
Fair Value, Inputs, Level 3
Assets:
Assets		0	0
Interest rate swaps	[1]	0	0
Liabilities:
Contingent consideration liabilities	[2]	9,397	8,656
Liabilities		9,397	8,656
Money Market Funds
Assets:
Assets		9,943	9,874
Money Market Funds | Fair Value, Inputs, Level 1
Assets:
Assets		9,943	9,874
Money Market Funds | Fair Value, Inputs, Level 2
Assets:
Assets		0	0
Money Market Funds | Fair Value, Inputs, Level 3
Assets:
Assets		$ 0	$ 0
[1] (1) The fair value of interest rate swaps is estimated using a discounted cash flow analysis that considers the expected future cash flows of each interest rate swap. This analysis reflects the contractual terms of the interest rate swap, including the remaining period to maturity, and uses market-corroborated Level 2 inputs, including forward interest rate curves and implied interest rate volatilities. The fair value of an interest rate swap is estimated by discounting future fixed cash payments against the discounted expected variable cash receipts. The variable cash receipts are estimated based on an expectation of future interest rates derived from forward interest rate curves. The fair value of an interest rate swap also incorporates credit valuation adjustments to reflect the non-performance risk of the Company and the respective counterparty. (2) We assess the fair value of contingent consideration to be settled in cash related to acquisitions using probability weighted models for the various contractual earn-outs. These are Level 3 measurements. Significant unobservable inputs used in the estimated fair values of these contingent consideration liabilities include probabilities of achieving customer related performance targets, specified sales milestones, consulting milestones, changes in unresolved claims, projected revenue or changes in discount rates.

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Reconciliation of Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) (Details) $ in Thousands	3 Months Ended
	Sep. 30, 2023 USD ($)
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
Fair Value, Recurring | Fair Value, Inputs, Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Beginning Balance	$ 8,656
Acquisitions	0
Payments	(230)
Change in fair value	971
Ending Balance	9,397
Less: current portion	(2,427)
Long term portion	$ 6,970

Long-Term and Other Short-Ter_3

Long-Term and Other Short-Term Obligations - Summary of Long-term and Other Short-term Obligations (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Debt Instrument [Line Items]
Long term debt	$ 188,995	$ 189,324
Less current maturities	(17,605)	(14,449)
Less unamortized deferred financing costs	(1,377)	(1,466)
Long-term debt and lease obligation	170,013	173,409
Secured Overnight Financing Rate (SOFR) | Borrowings
Debt Instrument [Line Items]
Long term debt	12,762	12,762
Notes Payable to Bank | March 2024
Debt Instrument [Line Items]
Long term debt	362	541
Notes Payable to Bank | April 2026
Debt Instrument [Line Items]
Long term debt	1,724	1,873
Notes Payable to Bank | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Long term debt	142,531	142,532
Equipment Term Loan | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Long term debt	3,433	3,433
Delayed Draw Term Loan | Secured Overnight Financing Rate (SOFR) | December 2027 [Member]
Debt Instrument [Line Items]
Long term debt	$ 28,183	$ 28,183

Long-Term and Other Short-Ter_4

Long-Term and Other Short-Term Obligations - Summary of Long-term and Other Short-term Obligations (Parenthetical) (Details) $ in Thousands	3 Months Ended
	Sep. 30, 2023 USD ($)
Borrowings | Secured Overnight Financing Rate (SOFR) | June 2027 [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	5.33%
Borrowings | Base Rate | June 2027 [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.35%
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 2027
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.35%
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 | 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	5.33%
Notes Payable to Bank | Secured Overnight Financing Rate (SOFR) | June 2027 [Member]
Debt Instrument [Line Items]
Debt instrument, periodic payment	$ 801
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	5.33%
Equipment Term Loan | Base Rate | December 2026
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.35%
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	(5.33%)
Delayed Draw Term Loan | Base Rate | December 2027
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.35%

Long-Term and Other Short-Ter_5

Long-Term and Other Short-Term Obligations - Additional Information (Details) - USD ($)		3 Months Ended
	Oct. 12, 2023	Dec. 31, 2022	Oct. 31, 2023	Sep. 30, 2023	Sep. 30, 2022
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 Fourth 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
Revolving Credit Facility
Debt Instrument [Line Items]
Debt Instrument, interest rate, effective percentage				7.40%	2.60%
Fourth Amendment
Debt Instrument [Line Items]
Fiscal quarter ending September 30, 2023				$ 4,000,000
Minimum liquidity covenant		$ 15,000,000
Debt Instrument, Covenant Description	(i) waives certain existing events of default relating to the Company’s failure to comply with the financial covenants and financial reporting requirements set forth in the credit agreement for prior fiscal periods; (ii) reduces the aggregate revolving commitment and the aggregate delayed draw term loan commitment to $200,000,000 and $38,100,000, respectively; (iii) replaces the maximum debt to capitalization financial covenant with a minimum adjusted EBITDA financial covenant of not less than (1) $4,000,000 for the fiscal quarter ending September 30, 2023, (2) $17,000,000 for the two fiscal quarter period ending December 31, 2023, (3) $27,000,000 for the three fiscal quarter period ending March 31, 2024, (4) $34,000,000 for the four fiscal quarter period ending June 30, 2024, and (5) $35,000,000 for each four fiscal quarter period ending thereafter; (iv) adds a minimum liquidity covenant of $25,000,000 (or, for fiscal quarters ending in December, $15,000,000), which applies only for the fiscal quarters ending September 30, 2023 through and including December 31, 2024 (the “Covenant Modification Period”); (v) suspends the minimum fixed charge coverage ratio covenant for the fiscal quarters ending September 30, 2023 through and including June 30, 2024 and provides for a step-down of the minimum fixed charge coverage ratio to 1.00:1.00 for the remainder of the Covenant Modification Period; (vi) adds an equity cure right for the Company in the event of future breaches of the financial covenants; (vii) reduces revolver availability by (1) $15,000,000 during the months of February through September of each year and (2) $10,000,000 during the months of October through January of each year; (viii) suspends the exercise of incremental facilities during the Covenant Modification Period; (ix) restricts all permitted acquisitions during the term of the credit facilities, unless previously approved by the required Lenders; (x) increases in the applicable margin for all credit facilities to 3.00% for the loans subject to SOFR interest rates (the "SOFR Loans") and 2.00% for the loans subject to the Adjusted Base Rate (the "ABR Loans"), which margins will step-up further if certain prepayments of the term loans are not made by certain dates prescribed in the Fourth Amendment; (xi) adds additional mandatory prepayments of (1) $10,000,000 by no later than March 31, 2024, (2) an additional $10,000,000 by no later than June 30, 2024 and (3) an additional $25,000,000 by no later than December 31, 2024; (xii) adds additional mandatory prepayments in the event that the Borrowers maintain a cash balance in excess of $20,000,000; (xiii) permits additional sales of certain real property with an aggregate appraised value of approximately $60,000,000, in addition to related personal property assets; and (xiv) adds certain additional reporting requirements to Agent and the Lenders.
Fourth Amendment | Subsequent Event
Debt Instrument [Line Items]
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 | February through September
Debt Instrument [Line Items]
Available amount under line of credit	15,000,000
Fourth Amendment | Subsequent Event | October through January
Debt Instrument [Line Items]
Available amount under line of credit	10,000,000		$ 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 | 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]
Maximum borrowing capacity	$ 38,100,000
Fourth Amendment | Revolving Credit Facility | Subsequent Event
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 200,000,000

Long-Term and Other Short-Ter_6

Long-Term and Other Short-Term Obligations - Schedule of Maturities of Long-term and Other Short-term Borrowings (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Long-Term Debt, Unclassified [Abstract]
Remaining 2024	$ 14,119
2025	13,956
2026	13,885
2027	12,672
2028	134,363
Long term debt	$ 188,995	$ 189,324

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended	3 Months Ended
	Aug. 11, 2021	Sep. 30, 2022	Sep. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Earnout shares issued			0
Value of additional payment of common stock			$ 5
Private Warrants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Warrants to purchase of common stock			7,646,453
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			$ 11.5
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			$ 11.5
Restricted stock units vested (in shares)			233,311
Warrants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Warrants to purchase of common stock			25,646,453
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			$ 12.5
Unrecognized compensation expense to stock option			$ 3.3
Weighted average period			5 years
Stock options exercisable			932,813
Stock Options [Member] | Prior to May 17, 2023
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%
Stock Options [Member] | Subsequent to May 17, 2023
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%
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 period			2 years 4 months 24 days
Restricted stock units issued			151,052
Restricted stock units vested (in shares)			233,311
Restricted Stock Units (RSUs) [Member] | Prior to May 17, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock units vesting percentage			25%
Restricted Stock Units (RSUs) [Member] | Subsequent to May 17, 2023
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	3 Months Ended	12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock Options, Beginning Balance	2,869,837
Stock Options, Granted	359,214
Stock Options, Forfeited or cancelled	(513,235)
Stock Options, Ending Balance	2,715,816	2,869,837
Weighted Average Exercise Price, Beginning Balance	$ 10.31
Weighted Average Exercise Price,Granted	1.26
Weighted Average Exercise Price, Canceled and forfeited	10.5
Weighted Average Exercise Price, Ending Balance	$ 9.07	$ 10.31
Weighted-Average Remaining Contractual Life	8 years 7 months 6 days	8 years 9 months 18 days

Stockholders' Equity - Summar_2

Stockholders' Equity - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Option, Beginning Balance | shares	1,162,439
Stock Units, Granted | shares	1,794,562
Stock Units, Vested | shares	(233,311)
Stock Units, Forfeited | shares	(132,881)
Stock Option, Ending Balance | shares	2,590,809
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares	$ 4.98
Weighted Average Grant Date Fair Value, Granted | $ / shares	1.03
Weighted Average Grant Date Fair Value, Vested | $ / shares	3.31
Weighted Average Grant Date Fair Value, Forfeited or cancelled | $ / shares	6.51
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares	$ 2.32

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Federal income tax at the statutory rate	21%	21%

Commitments, Contingent Liabili

Commitments, Contingent Liabilities and Litigation - Additional Information (Details) - USD ($) $ in Millions		3 Months Ended
	Oct. 01, 2023	Sep. 30, 2023	Sep. 30, 2022
Loss Contingencies [Line Items]
Allegation for potential damages		$ 3
Purchases under contract		12.8	$ 15.8
Loss contingency accrued earn-out liabilities		$ 0.4
Settlement amount paid to the claimant	$ 0.4

Commitments, Contingent Liabi_2

Commitments, Contingent Liabilities and Litigation - Schedule of Purchase Commitments (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2024	$ 25,969
2025	9,935
2026	3,786
2027	347
2028	264
Purchase Obligation	$ 40,301

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)				3 Months Ended
	Jul. 31, 2024	Jul. 19, 2023	Feb. 07, 2023	Sep. 30, 2023	Sep. 30, 2022
Related Party Transaction [Line Items]
Restricted stock units			100,000
Other expenses				$ 123,000	$ 125,000
Profit from sale of Purple Cowboy				65,000	75,000
Payment to capital markets and mergers and acquisitions				50,000	50,000
Subsequent Event
Related Party Transaction [Line Items]
Sponsorship payments	$ 20,000,000
Board of Directors Chairman
Related Party Transaction [Line Items]
Base salary			$ 212,500
Other expenses				$ 0	$ 6,000
Interim Chief Executive Officer
Related Party Transaction [Line Items]
Base salary			$ 17,500
Health Insurance Product Line
Related Party Transaction [Line Items]
Stock-based compensation expense		$ 125,000

Segments - Summary of Revenue b

Segments - Summary of Revenue by Segment and Region (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Total cost of revenues	$ 73,274	$ 78,080
Total Restructuring expenses	4,002
Income (loss) from operations	(9,861)	(3,385)
Direct to Consumer
Segment Reporting Information [Line Items]
Total cost of revenues	17,983	19,992
Total Restructuring expenses	63
Income (loss) from operations	2,214	1,969
Wholesale
Segment Reporting Information [Line Items]
Total cost of revenues	19,144	23,987
Total Restructuring expenses	2,289
Income (loss) from operations	(1,293)	2,288
Business to Business
Segment Reporting Information [Line Items]
Total cost of revenues	36,148	34,180
Income (loss) from operations	4,898	10,533
Other
Segment Reporting Information [Line Items]
Total cost of revenues	(1)	(79)
Total Restructuring expenses	1,650
Income (loss) from operations	$ (15,680)	$ (18,175)

Segments - Summary of Depreciat

Segments - Summary of Depreciation Expense Recognized by Operating Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Depreciation	$ 1,129	$ 1,014
Direct to Consumer
Segment Reporting Information [Line Items]
Depreciation	317	291
Wholesale
Segment Reporting Information [Line Items]
Depreciation	8	40
Business to Business
Segment Reporting Information [Line Items]
Depreciation	279	235
Other
Segment Reporting Information [Line Items]
Depreciation	$ 525	$ 448

Segments - Summary of Amortizat

Segments - Summary of Amortization Expense Recognized by Operating Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Amortization expense	$ 1,636	$ 1,811
Direct to Consumer
Segment Reporting Information [Line Items]
Amortization expense	596	821
Wholesale
Segment Reporting Information [Line Items]
Amortization expense	660	616
Business to Business
Segment Reporting Information [Line Items]
Amortization expense	380	374
Other
Segment Reporting Information [Line Items]
Amortization expense	$ 0	$ 0

Earning Per Share - Computation

Earning Per Share - Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Net (loss) income	$ (15,098)	$ 1,358
Less: income (loss) allocable to noncontrolling interest	(40)	(174)
Net (loss) income allocable to common shareholders	(15,058)	1,532
Numerator- Basic EPS
Net income (loss) allocated to common shareholders	(15,058)	1,532
Numerator- Diluted EPS
Net income (loss) allocated to common shareholders	$ (15,058)	$ 1,532
Weighted average common shares - Basic	59,413,048	58,819,160
Weighted average common shares - Diluted	59,413,048	59,137,036
Basic	$ (0.25)	$ 0.03
Diluted	$ (0.25)	$ 0.03
Stock options
Numerator- Diluted EPS
Effect of dilutive securities:	0	0
Restricted Stock Units
Numerator- Diluted EPS
Effect of dilutive securities:	0	317,876

Earning Per Share - Antidilutiv

Earning Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	30,953,078	31,312,749
Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	25,646,453	25,646,453
Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	2,715,816	3,675,641
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	2,590,809	1,990,655

Subsequents Events - Additional

Subsequents Events - Additional Information (Details) - USD ($)			3 Months Ended
	Oct. 12, 2023	Feb. 07, 2023	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Oct. 31, 2023
Subsequent Event [Line Items]
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 1.26
Stock Options, Granted			359,214
Board of Directors Chairman
Subsequent Event [Line Items]
Base salary		$ 212,500
Interim Chief Executive Officer
Subsequent Event [Line Items]
Base salary		$ 17,500
Restricted Stock Units (RSUs) [Member]
Subsequent Event [Line Items]
Weighted average period			2 years 4 months 24 days
Fourth Amendment
Subsequent Event [Line Items]
Debt instrument covenant description	(i) waives certain existing events of default relating to the Company’s failure to comply with the financial covenants and financial reporting requirements set forth in the credit agreement for prior fiscal periods; (ii) reduces the aggregate revolving commitment and the aggregate delayed draw term loan commitment to $200,000,000 and $38,100,000, respectively; (iii) replaces the maximum debt to capitalization financial covenant with a minimum adjusted EBITDA financial covenant of not less than (1) $4,000,000 for the fiscal quarter ending September 30, 2023, (2) $17,000,000 for the two fiscal quarter period ending December 31, 2023, (3) $27,000,000 for the three fiscal quarter period ending March 31, 2024, (4) $34,000,000 for the four fiscal quarter period ending June 30, 2024, and (5) $35,000,000 for each four fiscal quarter period ending thereafter; (iv) adds a minimum liquidity covenant of $25,000,000 (or, for fiscal quarters ending in December, $15,000,000), which applies only for the fiscal quarters ending September 30, 2023 through and including December 31, 2024 (the “Covenant Modification Period”); (v) suspends the minimum fixed charge coverage ratio covenant for the fiscal quarters ending September 30, 2023 through and including June 30, 2024 and provides for a step-down of the minimum fixed charge coverage ratio to 1.00:1.00 for the remainder of the Covenant Modification Period; (vi) adds an equity cure right for the Company in the event of future breaches of the financial covenants; (vii) reduces revolver availability by (1) $15,000,000 during the months of February through September of each year and (2) $10,000,000 during the months of October through January of each year; (viii) suspends the exercise of incremental facilities during the Covenant Modification Period; (ix) restricts all permitted acquisitions during the term of the credit facilities, unless previously approved by the required Lenders; (x) increases in the applicable margin for all credit facilities to 3.00% for the loans subject to SOFR interest rates (the "SOFR Loans") and 2.00% for the loans subject to the Adjusted Base Rate (the "ABR Loans"), which margins will step-up further if certain prepayments of the term loans are not made by certain dates prescribed in the Fourth Amendment; (xi) adds additional mandatory prepayments of (1) $10,000,000 by no later than March 31, 2024, (2) an additional $10,000,000 by no later than June 30, 2024 and (3) an additional $25,000,000 by no later than December 31, 2024; (xii) adds additional mandatory prepayments in the event that the Borrowers maintain a cash balance in excess of $20,000,000; (xiii) permits additional sales of certain real property with an aggregate appraised value of approximately $60,000,000, in addition to related personal property assets; and (xiv) adds certain additional reporting requirements to Agent and the Lenders.
Minimum liquidity covenant				$ 15,000,000
Fiscal quarter ending September 30, 2023			$ 4,000,000
Fourth Amendment | Forecast
Subsequent Event [Line Items]
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
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 Fourth 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
Subsequent Event [Line Items]
Available amount under line of credit	$ 15,000,000
Subsequent Event | Fourth Amendment
Subsequent Event [Line Items]
Minimum liquidity covenant	25,000,000
Fiscal quarter ending September 30, 2023	4,000,000
Fiscal quarter period ending December 31, 2023	17,000,000
Fiscal quarter period ending March 31, 2024	27,000,000
Fiscal quarter period ending June 30, 2024	34,000,000
Thereafter	35,000,000
Debt instrument, periodic payment	20,000,000
Line of credit facility covenant aggregate appraised value	60,000,000
Subsequent Event | Fourth Amendment | March 31, 2024
Subsequent Event [Line Items]
Debt instrument, periodic payment	10,000,000
Subsequent Event | Fourth Amendment | June 30, 2024
Subsequent Event [Line Items]
Debt instrument, periodic payment	10,000,000
Subsequent Event | Fourth Amendment | December 31, 2024
Subsequent Event [Line Items]
Debt instrument, periodic payment	25,000,000
Subsequent Event | Fourth Amendment | February through September
Subsequent Event [Line Items]
Available amount under line of credit	15,000,000
Subsequent Event | Fourth Amendment | October through January
Subsequent Event [Line Items]
Available amount under line of credit	10,000,000								$ 10,000,000
Subsequent Event | Fourth Amendment | Revolving Credit Facility
Subsequent Event [Line Items]
Maximum borrowing capacity	200,000,000
Subsequent Event | Fourth Amendment | Delay Draw Term Loan Facility
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 38,100,000
Subsequent Event | Fourth Amendment | Secured Overnight Financing Rate (SOFR)
Subsequent Event [Line Items]
Debt instrument, interest rate	3%
Debt instrument, basis spread on variable rate	3%
Subsequent Event | Fourth Amendment | Alternate Base Rate
Subsequent Event [Line Items]
Debt instrument, interest rate	2%
Debt instrument, basis spread on variable rate	2%