Document and Entity Information
Document and Entity Information | 3 Months Ended |
Sep. 30, 2023 | |
Document Information [Line Items] | |
Document Type | POS AM |
Entity Registrant Name | Vintage Wine Estates, Inc. |
Entity Central Index Key | 0001834045 |
Entity Filer Category | Non-accelerated Filer |
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 Address Address Line Two | Suite 210 |
Entity Address City Or Town | Incline Village |
Entity Address State Or Province | NV |
Entity Address Postal Zip Code | 89451 |
Entity Primary SIC Number | 2080 |
City Area Code | 877 |
Local Phone Number | 289-9463 |
Amendment Flag | true |
Amendment Description | This Post-Effective Amendment No. 3 (this “Post-Effective Amendment No. 3”) to Form S-1 is being filed by Vintage Wine Estates, Inc. (the "Registrant") to update and supplement information contained in the registration statement (Registration No. 333-260530) (as amended and supplemented from time to time, the "Registration Statement"). No additional securities are being registered under this Post-Effective Amendment No. 3. All applicable registration fees were previously paid at the time of the original filing of the Registration Statement. |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address Address Line One | 937 Tahoe Boulevard |
Entity Address Address Line Two | Suite 210 |
Entity Address City Or Town | Incline Village |
Entity Address State Or Province | NV |
Entity Address Postal Zip Code | 89451 |
City Area Code | 970 |
Local Phone Number | 281-1017 |
Contact Personnel Name | Kristina Johnston |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Current assets: | |||
Cash and cash equivalents | $ 18,624 | $ 18,233 | $ 44,758 |
Restricted cash | 0 | 4,800 | |
Accounts receivable, net | 33,448 | 24,561 | 37,869 |
Other receivables | 566 | 507 | 3,866 |
Inventories | 199,402 | 201,363 | 192,922 |
Assets held for sale, net | 0 | 511 | 0 |
Current interest rate swap asset | 4,715 | 4,669 | 2,877 |
Prepaid expenses and other current assets | 14,895 | 11,864 | |
Prepaid expenses | 8,688 | 14,895 | |
Total current assets | 265,443 | 264,739 | 298,956 |
Property, plant, and equipment, net | 215,242 | 215,967 | 238,719 |
Operating lease right-of-use assets | 30,082 | 32,945 | 0 |
Finance lease right-of-use-assets | 606 | 630 | 0 |
Goodwill | 0 | 154,951 | |
Intangible assets, net | 37,476 | 38,994 | 63,097 |
Interest rate swap asset | 4,167 | 4,317 | 6,280 |
Other assets | 3,229 | 3,562 | 3,464 |
Total assets | 556,245 | 561,154 | 765,467 |
Current liabilities | |||
Line of credit | 121,919 | 115,444 | 144,215 |
Accounts payable | 20,084 | 20,413 | 13,473 |
Accrued liabilities and other payables | 17,124 | 19,668 | 26,997 |
Accrued employee compensation | 10,495 | 6,618 | |
Current operating lease liabilities | 6,210 | 6,243 | 0 |
Current finance lease liabilities | 297 | 304 | 0 |
Current maturities of long-term debt | 17,605 | 14,449 | 14,909 |
Total current liabilities | 193,734 | 183,139 | 199,594 |
Other long-term liabilities | 7,321 | 4,196 | 7,055 |
Long-term debt, less current maturities | 170,013 | 173,409 | 169,095 |
Long-term operating lease liabilities | 25,104 | 26,792 | 0 |
Long-term finance lease liabilities | 317 | 334 | 0 |
Deferred tax liability | 701 | 506 | 29,325 |
Deferred gain | 0 | 10,666 | |
Total liabilities | 397,190 | 388,376 | 415,735 |
Commitments and contingencies (Note 7) | |||
Redeemable noncontrolling interest | 255 | 262 | 1,494 |
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 | 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 | 0 |
Additional paid-in capital | 383,064 | 381,689 | 376,099 |
Treasury stock, at cost: 2,871,894 shares held at September 30, 2023 and June 30, 2023, respectively. | (26,034) | (26,034) | (26,034) |
Accumulated Deficit | (197,366) | (182,308) | (1,092) |
Total Vintage Wine Estates, Inc. stockholders' equity | 159,664 | 173,347 | 348,973 |
Noncontrolling interests | (864) | (831) | (735) |
Total stockholders' equity | 158,800 | 172,516 | 348,238 |
Total liabilities, redeemable noncontrolling interest, and stockholders' equity | $ 556,245 | 561,154 | 765,467 |
Previously Reported | |||
Current assets: | |||
Restricted cash | 6,600 | ||
Accounts receivable, net | 38,192 | ||
Inventories | 192,102 | ||
Prepaid expenses and other current assets | 13,394 | ||
Total current assets | 300,723 | ||
Property, plant, and equipment, net | 236,100 | ||
Intangible assets, net | 64,377 | ||
Total assets | 765,895 | ||
Current liabilities | |||
Accounts payable | 13,947 | ||
Accrued liabilities and other payables | $ 26,286 | 24,204 | |
Total current liabilities | 197,275 | ||
Other long-term liabilities | 6,491 | ||
Deferred tax liability | 29,979 | ||
Total liabilities | 413,506 | ||
Redeemable noncontrolling interest | 1,663 | ||
Stockholders' equity | |||
Additional paid-in capital | 377,897 | ||
Accumulated Deficit | (571) | ||
Total Vintage Wine Estates, Inc. stockholders' equity | 351,292 | ||
Noncontrolling interests | (566) | ||
Total stockholders' equity | 350,726 | ||
Total liabilities, redeemable noncontrolling interest, and stockholders' equity | $ 765,895 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0 | $ 0 | $ 0 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0 | $ 0 | $ 0 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 62,437,684 | 62,234,028 | 61,691,054 |
Common stock, shares outstanding | 59,565,790 | 59,362,134 | 58,819,160 |
Repurchases of common stock | 2,871,894 | 2,871,894 | 2,871,894 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net revenue | ||||
Total cost of revenues | $ 73,274 | $ 78,080 | $ 283,228 | $ 292,835 |
Cost of revenue | ||||
Cost of revenue | 48,574 | 48,550 | 198,052 | 203,922 |
Gross profit | 24,700 | 29,530 | 85,176 | 88,913 |
Selling, general, and administrative expenses | 28,749 | 31,449 | 118,431 | 96,978 |
Amortization Expense | 1,636 | 1,811 | 7,257 | 5,948 |
Loss on remeasurement of contingent liability | 971 | 185 | ||
Restructuring expenses | 4,002 | 0 | ||
Goodwill impairment losses | 145,958 | 0 | ||
Intangible impairment losses | 16,196 | 1,281 | ||
Loss (gain) on remeasurement of contingent liability | 141 | (3,415) | ||
Gain on insurance and litigation proceeds | 0 | (530) | (2,290) | (3,000) |
Gain on sale leaseback | 0 | (1,334) | ||
Gain on sale of assets | (797) | 0 | 8,300 | 366 |
Loss from operations | (9,861) | (3,385) | (208,817) | (7,911) |
Other income (expense) | ||||
Interest expense | (4,925) | (3,381) | (18,407) | (13,910) |
Net (loss) gain on interest rate swap agreements | (95) | 9,327 | 6,343 | 22,578 |
Loss on modification or extingushment of debt | (479) | 0 | ||
Other, net | 27 | 271 | (229) | (736) |
Total other (expense) income, net | (4,993) | 6,217 | (12,772) | 7,932 |
(Loss) income before provision for income taxes | (14,854) | 2,832 | (221,589) | 21 |
Income tax provision | 244 | 1,474 | (31,360) | 723 |
Net (loss) income | (15,098) | 1,358 | (190,229) | (702) |
Net loss attributable to the noncontrolling interests | (40) | (174) | (1,262) | (277) |
Net (loss) income attributable to common stockholders | $ (15,058) | $ 1,532 | $ (188,967) | $ (425) |
Net earnings per share allocable to common stockholders | ||||
Basic | $ (0.25) | $ 0.03 | $ (3.2) | $ (0.01) |
Diluted | $ (0.25) | $ 0.03 | $ (3.2) | $ (0.01) |
Weighted average shares used in the calculation of earnings per share allocable to common stockholders | ||||
Basic | 59,413,048 | 58,819,160 | 59,096,045 | 60,673,789 |
Diluted | 59,413,048 | 59,137,036 | 59,096,045 | 60,673,789 |
Wine, spirits and cider [Member] | ||||
Net revenue | ||||
Total cost of revenues | $ 52,663 | $ 52,270 | $ 189,361 | $ 208,019 |
Cost of revenue | ||||
Cost of revenue | 34,935 | 33,021 | 138,043 | 150,834 |
Nonwine [Member] | ||||
Net revenue | ||||
Total cost of revenues | 20,611 | 25,810 | 93,867 | 84,816 |
Cost of revenue | ||||
Cost of revenue | $ 13,639 | $ 15,529 | $ 60,009 | $ 53,088 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Non-Controlling Interests | Redeemable Noncontrolling Interest |
BEGINNING BALANCE at Jun. 30, 2021 | $ 360,255 | $ 360,732 | $ (477) | ||||
BEGINNING BALANCE (in Shares) at Jun. 30, 2021 | 60,461,611 | ||||||
Redeemable Non-Controlling Interest Beginning Balance at Jun. 30, 2021 | $ 1,682 | ||||||
Out-of-period adjustment | (836) | $ (667) | (169) | ||||
Issuance of Series A Stock in business combination | 10,521 | 10,521 | |||||
Issuance of Series A Stock in business combination, share | 1,229,443 | ||||||
Stock-based compensation expense | $ 5,116 | 5,116 | |||||
Repurchases of common stock | 2,871,894 | 2,871,894 | |||||
Treasury Stock, Value, Acquired, Cost Method | $ (26,034) | $ (26,034) | |||||
Temporary equity, Net income (loss) | (188) | ||||||
Net income (loss) | (514) | (425) | (89) | ||||
Redeemable Non-Controlling Interest Ending Balance at Jun. 30, 2022 | 1,494 | 1,494 | |||||
ENDING BALANCE at Jun. 30, 2022 | 348,238 | $ (26,034) | 376,099 | (1,092) | (735) | ||
ENDING BALANCE (in Shares) at Jun. 30, 2022 | 61,691,054 | 2,871,894 | |||||
Stock-based compensation expense | 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 (ASC 842 Implementation) 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, 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 | 1,494 | |||||
Stock-based compensation expense | 6,737 | 6,737 | |||||
Repurchase of public warrants | (172) | (172) | |||||
Shareholder distribution | (66) | ||||||
Vesting of restricted stock | 15 | 15 | |||||
Vesting of restricted stock, Share | 840,186 | ||||||
Taxes paid related to net share settlement of equity awards | (990) | $ (297,212) | (990) | ||||
Temporary equity, Net income (loss) | (1,166) | ||||||
Net income (loss) | (189,063) | (188,967) | (96) | ||||
Redeemable Non-Controlling Interest Ending Balance at Jun. 30, 2023 | 262 | 262 | |||||
ENDING BALANCE at Jun. 30, 2023 | 172,516 | $ (26,034) | 381,689 | (182,308) | (831) | ||
ENDING BALANCE (ASC 842 Implementation) at Jun. 30, 2023 | 7,751 | 7,751 | |||||
ENDING BALANCE (in Shares) at Jun. 30, 2023 | 62,234,028 | 2,871,894 | |||||
Restricted stock units vested (in shares) | 233,311 | ||||||
Restricted stock units vested | 129 | 129 | |||||
Stock-based compensation expense | 1,269 | 1,269 | |||||
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 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||||
Net (loss) income | $ (15,098) | $ 1,358 | $ (190,229) | $ (702) |
Adjustments to reconcile net loss to net cash from operating activities: | ||||
Depreciation expense | 4,131 | 3,996 | 15,926 | 15,248 |
Non-cash operating lease expense | 1,387 | 37 | ||
Amortization expense | 1,714 | 1,880 | 8,702 | 6,343 |
Amortization of deferred loan fees and line of credit fees | 236 | 98 | 0 | |
Loss on goodwill and intangible assets impairment | 162,154 | 1,281 | ||
Stock-based compensation expense | 1,269 | 3,440 | 6,737 | 5,116 |
Provision for inventory reserve | 110 | 0 | ||
Provision for credit losses | (17) | (8) | 369 | (294) |
Provision for inventory reserves | 10,828 | 3,667 | ||
Inventory write down | 0 | 15,433 | ||
Remeasurement of contingent consideration liabilities | 971 | 185 | 141 | (3,415) |
Net loss (gain) on interest rate swap agreements | 95 | (9,327) | (6,343) | (22,578) |
Provision for deferred income tax | 195 | 2,296 | (31,734) | 643 |
Loss (gain) on sale of assets | (797) | 0 | 8,300 | 366 |
Deferred gain on sale leaseback | 0 | (1,334) | ||
Loss on modification or extinguishment of debt | 479 | 0 | ||
Deferred rent | 0 | 375 | ||
Change in operating assets and liabilities (net of effect of business combinations): | ||||
Accounts receivable | (8,870) | (547) | 12,939 | (12,588) |
Other receivables | (59) | (8) | 3,459 | 3,624 |
Inventories | 1,851 | (6,953) | (17,569) | 18,462 |
Prepaid expenses and other current assets | 6,207 | 2,388 | (3,031) | (3,127) |
Other assets | 68 | (1,861) | 1,565 | (2,607) |
Accounts payable | (1,452) | 2,103 | 5,264 | (7,535) |
Accrued liabilities and other payables | 3,853 | 3,702 | 5,637 | 297 |
Net change in lease assets and liabilities | (245) | (791) | (2,005) | 0 |
Other | 0 | (836) | ||
Net cash (used in) provided by operating activities | (4,451) | 1,988 | (8,411) | 15,839 |
Cash flows from investing activities | ||||
Proceeds from sale of assets | 1,364 | 0 | 20,078 | 153 |
Purchases of property, plant, and equipment | (3,462) | (3,454) | (14,204) | (24,835) |
Acquisition of businesses | 0 | (73,680) | ||
Net cash provided by (used in) investing activities | (2,098) | (3,454) | 5,874 | (98,362) |
Cash flows from financing activities | ||||
Principal payments on line of credit | (2,519) | (34,466) | (136,358) | (144,706) |
Proceeds from line of credit | 8,995 | 30,317 | 112,878 | 201,570 |
Financing costs incurred | (2,710) | 0 | ||
Change in outstanding checks in excess of cash | 1,123 | 6,074 | 1,676 | 1,025 |
Principal payments on long-term debt | (328) | (3,753) | (76,903) | (22,763) |
Proceeds from debt | 74,635 | 0 | ||
Principal payments on finance leases | (78) | (67) | (257) | 0 |
Payments of minimum tax withholdings on stock-based payment awards | (23) | 0 | (990) | 0 |
Distributions to noncontrolling interest | 0 | (66) | (66) | 0 |
Repurchase of common stock | 0 | (26,034) | ||
Repurchase of public warrants | 0 | (172) | (172) | (270) |
Payments on acquisition payable | (230) | (39) | (521) | (420) |
Net cash (used in) provided by financing activities | 6,940 | (2,172) | (28,788) | 8,402 |
Net change in cash, cash equivalents and restricted cash | 391 | (3,638) | (31,325) | (74,121) |
Cash, cash equivalents and restricted cash, beginning of year | 18,233 | 49,558 | 49,558 | 123,679 |
Cash, cash equivalents and restricted cash, end of year | 18,624 | 45,920 | 18,233 | 49,558 |
Cash paid during the period for: | ||||
Interest | 16,236 | 13,199 | ||
Income taxes | 0 | 23 | ||
Noncash investing and financing activities: | ||||
Contingent consideration in business combinations | 0 | 8,534 | ||
Issuance of common stock in business combination | 0 | 10,521 | ||
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 | 38,283 | 0 |
Finance lease assets obtained in exchange for finance lease obligations | 81 | 0 | 158 | 0 |
Accrued interest on term loan and line-of credit refinanced to principal | 2,037 | 0 | ||
Line of credit refinanced as term debt | 9,646 | 0 | ||
Term debt refinanced from a line of credit | 3,823 | 0 | ||
Financing costs deducted from long-term debt proceeds | 474 | 0 | ||
Financing costs deducted from line of credit proceeds | $ 532 | $ 0 | ||
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 | 12 Months Ended |
Sep. 30, 2023 | Jun. 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 prospectus 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 elsewhere in this prospectus. Except as disclosed elsewhere in this prospectus, 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 prospectus 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. | 1. Organization and Significant Accounting Policies Description of Business Vintage Wine Estates, Inc., a Nevada corporation (the "Company”, "we", "us", "our"), owns and operates winery and hospitality facilities in California, Washington and Oregon. The Company produces a variety of wines under its own or custom labels, which are sold to consumers, retailers, and distributors located throughout the United States, Canada, and other export markets. The Company also provides bottling, fulfillment, and storage services to other companies on a contract basis. Principles of Consolidation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries, including Sabotage Wine Company, LLC and Splinter Group Napa, LLC. All significant intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Significant estimates include, but are not limited to, revenue recognized from the sale of wine, spirits and cider, accounting for income taxes, contingent consideration, the net realizable value of inventory, estimated fair values of intangible assets in acquisitions, intangible assets and goodwill for impairment, and stock-based compensation. Reclassifications and Revisions Subsequent to the issuance of the Company's financial statements for the year ended June 30, 2022, the Company discovered an error in its classification of purchase price for specific properties, which resulted in the Company overstating depreciable assets and the related depreciation expense for post-acquisition periods. Management has evaluated this misstatement, which understated property, plant and equipment, net and overstated inventories and related cost of revenue, and concluded it was not material to prior periods, individually or in the aggregate. However, correcting the cumulative effect of the error in the fiscal 2023 interim period would have had a material effect on the results of operations for such periods. Therefore, the Company is revising the relevant prior period consolidated financial statements and related footnotes for this error and other immaterial out-of-period items for comparative purposes. The Company will also correct previously reported financial information for such immaterial errors in future filings, as applicable, and certain prior year amounts have been reclassified for consistency with the current year presentation. Additionally, comparative prior period amounts in the applicable notes to the consolidated financial statements have been revised and our beginning accumulated deficit was increased by $ 0.7 million, net of a tax benefit of $ 0.3 million, as a consequence of the immaterial impact of the identified errors to periods prior to July 1, 2021. Regarding our previously reported consolidated balance sheet as of June 30, 2022, the following table presents the impact of certain immaterial out-of-period items, reclassifications and other adjustments including but not limited to: (i) $ 1.8 million reclassification from restricted cash to cash and cash equivalents as well as $ 0.7 million reclassification for outstanding checks between cash and cash equivalents and accounts payable; (ii) $ 1.9 million non-recurring adjustment to prepaid expenses and other current assets related to the formation of VWE Captive, LLC; (iii) $ 2.6 million adjustment to property, plant and equipment, net due to an overstatement of depreciation expense arising from the incorrect classification of assets as part of historical purchase price allocations; (iv) $ 1.5 million reclassification between property, plant and equipment and inventories related to specific spirits barrels; (v) $ 1.3 million adjustment to intangible assets, net due to impairment; (vi) $ 2.1 million non-recurring adjustment to accrued liabilities and other payables for historical acquisitions; (vii) $ 1.8 million adjustment to additional paid-in capital and retained earnings due to overstatement of stock-based compensation expense arising from an incorrect service period used in expense recognition; and (viii) $ 0.7 million adjustment to accumulated deficit due to a prior year equity reduction of $ 0.7 million primarily due to a non-recurring adjustment for historical acquisitions of $ 1.6 million, offset by $ 0.9 million for adjustment to property, plant and equipment, net due to overstatement of depreciation expense. CONSOLIDATED BALANCE SHEET June 30, 2022 (in thousands) As Previously Reported Adjustments As Revised Assets Current assets: Cash and cash equivalents $ 43,692 $ 1,066 $ 44,758 Restricted cash 6,600 ( 1,800 ) 4,800 Accounts receivable, net 38,192 ( 323 ) 37,869 Inventories 192,102 820 192,922 Prepaid expenses and other current assets 13,394 ( 1,530 ) 11,864 Total current assets 300,723 ( 1,767 ) 298,956 Property, plant, and equipment, net 236,100 2,619 238,719 Intangible assets, net 64,377 ( 1,280 ) 63,097 Total assets $ 765,895 $ ( 428 ) $ 765,467 Liabilities, redeemable noncontrolling interest, and stockholders' equity Current liabilities: Accounts payable $ 13,947 $ ( 474 ) $ 13,473 Accrued liabilities and other payables 24,204 2,793 26,997 Total current liabilities 197,275 2,319 199,594 Other long-term liabilities 6,491 564 7,055 Deferred tax liability 29,979 ( 654 ) 29,325 Total liabilities 413,506 2,229 415,735 Redeemable noncontrolling interest 1,663 ( 169 ) 1,494 Stockholders' equity: Additional paid-in capital 377,897 ( 1,798 ) 376,099 Accumulated deficit ( 571 ) ( 521 ) ( 1,092 ) Total Vintage Wine Estates, Inc. stockholders' equity 351,292 ( 2,319 ) 348,973 Noncontrolling interests ( 566 ) ( 169 ) ( 735 ) Total stockholders' equity 350,726 ( 2,488 ) 348,238 Total liabilities, redeemable noncontrolling interest, and stockholders' equity $ 765,895 $ ( 428 ) $ 765,467 Regarding the previously reported consolidated statement of operations for the year ended June 30, 2022, the following table presents the impact of certain immaterial out-of-period adjustments and reclassifications including but not limited to: (i) $ 1.3 million adjustment to intangible assets, net and retained earnings due to impairment recognized in 2022; (ii) $ 1.8 million adjustment to additional paid-in capital and selling, general, and administrative expenses due to overstatement of stock-based compensation expense arising from an incorrect service period used in expense recognition. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended June 30, 2022 (in thousands, except share and per share amounts) As Previously Reported Adjustments As Revised Net revenues Wine, spirits and cider $ 208,954 ( 935 ) $ 208,019 Total net revenues 293,770 ( 935 ) 292,835 Cost of revenues Wine, spirits and cider 151,117 ( 283 ) 150,834 Nonwine 52,698 390 53,088 Total cost of revenues 203,815 107 203,922 Gross profit 89,955 ( 1,042 ) 88,913 Selling, general, and administrative expenses 105,296 ( 8,318 ) 96,978 Amortization Expense - 5,948 5,948 Impairment of intangible assets - 1,281 1,281 Loss on sale of property, plant, and equipment 485 ( 119 ) 366 Gain on remeasurement of contingent consideration liabilities ( 3,570 ) 155 ( 3,415 ) Loss from operations ( 7,922 ) 11 ( 7,911 ) Other income Net unrealized gain on interest rate swap agreements 22,950 ( 372 ) 22,578 Total other income, net 8,304 ( 372 ) 7,932 Income before provision for income taxes 382 ( 361 ) 21 Income tax provision 1,061 ( 338 ) 723 Net loss ( 679 ) ( 23 ) ( 702 ) Net loss attributable to the noncontrolling interests ( 108 ) ( 169 ) ( 277 ) Net loss attributable to Vintage Wine Estates, Inc. ( 571 ) 146 ( 425 ) Net loss allocable to common stockholders $ ( 571 ) $ 146 $ ( 425 ) Net loss per share allocable to common stockholders Basic $ ( 0.01 ) $ 0.00 $ ( 0.01 ) Diluted $ ( 0.01 ) $ 0.00 $ ( 0.01 ) The following table presents the impact of the adjustments and reclassifications discussed above on the consolidated cash flow statement for the year ended June 30, 2022: CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended June 30, 2022 (in thousands) As Previously Reported Adjustments As Revised Cash flows from operating activities Net loss $ ( 679 ) $ ( 23 ) $ ( 702 ) Adjustments to reconcile net loss to net cash from operating activities: Depreciation and amortization expense 23,930 ( 23,930 ) - Depreciation expense - 15,248 15,248 Amortization expense - 6,343 6,343 Goodwill and intangible assets impairment expense - 1,281 1,281 Amortization of deferred loan fees and line of credit fees 394 ( 394 ) - Amortization of label design fees 973 ( 973 ) - Stock-based compensation expense 6,915 ( 1,799 ) 5,116 Provision for doubtful accounts ( 22 ) ( 272 ) ( 294 ) Remeasurement of contingent consideration liabilities ( 3,570 ) 155 ( 3,415 ) Net unrealized gain on interest rate swap agreements ( 22,950 ) 372 ( 22,578 ) Provision for deferred income tax 981 ( 338 ) 643 Loss on disposition of assets 485 ( 119 ) 366 Change in operating assets and liabilities (net of effect of business combinations): Accounts receivable ( 13,183 ) 595 ( 12,588 ) Inventories 18,075 387 18,462 Prepaid expenses and other current assets ( 4,656 ) 1,529 ( 3,127 ) Other assets ( 2,464 ) ( 143 ) ( 2,607 ) Accounts payable ( 7,795 ) 260 ( 7,535 ) Accrued liabilities and other payables ( 2,217 ) 2,514 297 Other - ( 836 ) ( 836 ) Net cash provided by operating activities 15,982 ( 143 ) 15,839 Cash flows from investing activities Label design expenditures ( 143 ) 143 - Net cash used in investing activities ( 98,505 ) 143 ( 98,362 ) Cash flows from financing activities Outstanding checks in excess of cash 1,759 ( 734 ) 1,025 Net cash provided by financing activities 9,136 ( 734 ) 8,402 Net change in cash, cash equivalents and restricted cash ( 73,387 ) ( 734 ) ( 74,121 ) Cash, cash equivalents and restricted cash, end of year $ 50,292 $ ( 734 ) $ 49,558 Supplemental cash flow information Noncash investing and financing activities: Acquisition of assets under capital leases $ - $ ( 692 ) $ ( 692 ) Cash and Cash Equivalents Cash consists of deposits held at financial institutions. Cash equivalents consists of money market accounts. Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sums to the total of the same such amounts as shown in the consolidated statements of cash flows: (in thousands) June 30, 2023 June 30, 2022 Cash and cash equivalents $ 18,233 $ 44,758 Restricted cash - 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows $ 18,233 $ 49,558 In connection with the amended and restated loan and security agreement (see Note 11), the Company entered into a Deposit Control Agreement which required $ 4.8 million of the total cash received to be placed into a restricted cash collateral account, subject to release upon the completion of certain construction work and certificates of occupancy associated with the Hopland facility. In July 2022, the Deposit Control Agreement was terminated upon certification that the conditions related to the Hopland facility were satisfied and the underlying cash restrictions were lifted. Accounts Receivable and Allowance for Credit Losses The Company adopted Accounting Standards Update ("ASU") ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, and its related amendments as of July 1, 2022, see “Recently Adopted Accounting Pronouncements” below. Accounts receivable are recorded at the invoiced amount. We consider an account past due on the first day following its due date. We monitor past due accounts periodically, establish appropriate reserves to cover expected losses and consider historical loss rates over customer groupings with similar risk characteristics to develop our allowance for expected credit losses. We review these factors quarterly to determine if any adjustments are needed to the allowance. Account balances are written-off against the established allowance when we feel it is probable the receivable will not be recovered. The reserve for credit losses and the provision for the allowance for credit losses were insignificant for the year ended June 30, 2023 and $ 0.4 million for the year ended June 30, 2022, We do not accrue interest on past-due amounts. The accounts written off were immaterial for the years ended June 30, 2023 and 2022, respectively . Other receivables include insurance-related receivables, income tax receivables and other miscellaneous receivables. Inventories Inventories of bulk and bottled wines, spirits, and ciders and inventories of non-wine products and bottling and packaging supplies are valued at the lower of cost using the FIFO method or net realizable value. Costs associated with winemaking and other costs associated with the manufacturing of products for resale are recorded as inventory. Net realizable value is the value of an asset that can be realized upon the sale of the asset, less a reasonable estimate of the costs associated with either the eventual sale or the disposal of the asset in question. Inventories are classified as current assets in accordance with recognized industry practice, although most wines and spirits are aged for periods longer than one year. Assets Held for Sale The Company classifies an asset group ("asset") as held for sale in the period that (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year (subject to certain events or circumstances), (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially and subsequently measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in loss from operations in the period in which the held for sale criteria are met. Conversely, gains are generally not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation or amortization expense on the asset. The Company assesses the fair value of assets held for sale less any costs to sell at each reporting period until the asset is no longer classified as held for sale. Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the asset’s estimated useful life or the life of the related lease. Costs of maintenance and repairs are charged to expense as incurred; significant renewals and betterments are capitalized. Vineyard development costs, including certain cultural costs for continuing cultivation of vines not yet bearing fruit, are capitalized. Depreciation of vineyard development costs commences when commercial grape yields are achieved, generally in the third year after planting. Estimated useful lives are generally as follows: Buildings and improvements 10 - 39 years Cooperage 3 - 5 years Furniture and equipment 3 - 10 years Machinery and equipment 5 - 20 years Vineyards 7 - 10 years Loss on Sale of Assets Loss on sale of assets for the years ended June 30, 2023 and June 30, 2022 was $ 8.3 million and $ 0.4 million, respectively. As part of our simplification efforts, on June 29, 2023, the Company completed its sale of the assets of The Sommelier Company for a negligible amount of proceeds and an estimated earnout of $ 0.3 million. As a result of the sale, the Company recognized a loss on sale of assets of $ 9.7 million, of which $ 9 million was goodwill. The Company also sold Laetitia assets and incurred a loss of $ 4.5 million. These were partially offset by the Tenma Vineyard sale, in the quarter ended March 31, 2023, where we recognized a gain on the sale of assets of $ 6.1 million. Sale-leaseback Transaction Prior to the adoption of ASC 842, Leases , we accounted for the sale and leaseback of vineyards under ASC 840, Sale-Leaseback Accounting of Real Estate . Given we were considered to retain more than a minor part, but less than substantially all of the use of the property, a gain was recognized to the extent it exceeded the present value of the leaseback payments. Any gain that was less than or equal to the present value of the leaseback payments was deferred and amortized on a straight-line basis over the leaseback term. We derecognized the asset from our consolidated balance sheet at the sale closing. The gain is essentially a reduction to offset the future lease payment. The deferred gain was $ 10.7 million as of June 30, 2022 . In accordance with the guidance, with the adoption of ASC 842 on July 1, 2022, the deferred gain of $ 10.7 million, net of tax effect of $ 2.9 million, was recognized as a cumulative-effect adjustment to equity. Leases The Company adopted ASU 2016-02, Leases ("Topic 842") and its related amendments as of July 1, 2022, see “Recently Adopted Accounting Pronouncements” below. The Company has both operating leases and finance leases. The Company’s non-cancelable leases for winery facilities, vineyards, corporate and administrative offices, tasting rooms, and some equipment are classified as operating leases. The Company’s non-cancelable leases for certain equipment that include a bargain purchase option at the end of the lease term are classified as finance leases. The Company recognizes a right of use (“ROU”) asset representing its right to use the underlying asset for the lease term on the consolidated balance sheet and related lease liabilities representing its obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The ROU asset also includes adjustments for lease incentives receivable, deferred rent and prepaid rent when applicable. The Company’s lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. The Company has made an accounting policy election not to recognize ROU assets and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less. However, the Company will recognize these lease payments in the consolidated statements of operations and comprehensive income/(loss) on a straight-line basis over the lease term and variable lease payments in the period in which the obligation is incurred. Lease expense for operating leases is recognized on a straight-line basis over the lease term. For finance leases, the right-of-use asset is amortized to amortization expense and interest expense is recorded in connection with the lease liability. Payments under lease arrangements are primarily fixed, however, most lease agreements also contain some variable payments. Variable lease payments other than those that depend on an index or a rate are expensed as incurred and not incl uded in the operating lease ROU assets and lease liabilities. These amounts primarily include payments for taxes, parking and common area expenses. See Note 9. Business Combinations Business combinations are accounted for under Accounting Standards Codification (“ASC”) 805—Business Combinations, using the acquisition method of accounting under which all acquired tangible and identifiable intangible assets and assumed liabilities and applicable noncontrolling interests are recognized at fair value as of the respective acquisition date, while the costs associated with the acquisition of a business are expensed as incurred. The allocation of purchase consideration requires management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates can include, but are not limited to, a market participant’s expectation of future cash flows from acquired customers, acquired trade names, useful lives of acquired assets, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from such estimates. During the measurement period, which is no longer than one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. Upon the conclusion of the measurement period, any subsequent adjustments are recognized in operations. Goodwill and Intangible Assets Goodwill arises from business combinations and is determined as the excess of the fair value of consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized. It is tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change in a way to indicate that there has been a potential decline in the fair value of a reporting unit. The Company performs its annual impairment testing in its fourth quarter. There were impairment charges for goodwill during the fourth and second quarters of the year ended June 30, 2023. As a result, the goodwill balance as of June 30, 2023 is zero . See Note 6 for additional information. Intangible assets represent purchased assets consisting of both indefinite and finite-lived intangible assets. Certain criteria are used in determining whether intangible assets acquired in a business combination must be recognized and reported separately. Our indefinite-lived intangible assets, representing trade names, trademarks and winery use permits, are initially recognized at fair value and subsequently stated at adjusted costs, net of any recognized impairments. The indefinite-lived assets are not subject to amortization. Finite-lived intangible assets, comprised of customer relationships, trade names and trademarks, are amortized using a method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used. If that pattern cannot be reliably determined, the intangible assets are amortized using the straight-line method over their estimated useful lives and are tested for impairment along with other long-lived assets. Amortization related to the finite-lived assets is included in loss from operations. Intangible assets are reviewed annually for impairment, as of the end of the reporting period, or sooner if events or circumstances indicate the carrying amount of the asset may not be recoverable. There were impairment charges for trade names and trademarks during the second and fourth quarters of the year ended June 30, 2023. See Note 6 for additional information. Label and Package Design Costs Label and package design costs are capitalized and generally amortized over an estimated useful life of two years . Amortization of label and packaging design costs are included in selling, general and administrative expenses and were $ 0.4 million a nd $ 1.0 million for the years ended June 30, 2023 and 2022 , respectively. Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying amount of such assets or intangible assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asse t. No impairment loss was recognized for long-lived assets during the years ended June 30, 2023 and 2022 . Contingent Consideration Liabilities Contingent consideration liabilities are recorded at fair value when incurred in a business combination. The fair value of these estimates are based on available historical information and on future expectations of actions we may undertake in the future. These estimated liabilities are re-measured at each reporting date with the change in fair value recognized as an operating expense in the Company’s consolidated statements of operations. Subsequent changes in the fair value of the contingent consideration are classified as an adjustment to cash flows from operating activities in the consolidated statements of cash flows because the change in fair value is an input in determining net loss. Cash paid in settlement of contingent consideration liabilities are classified as cash flows from financing activities up to the acquisition date fair value with any excess classified as cash flows from operating activities. Changes in the fair value of contingent consideration liabilities associated with the acquisition of a business can result from updates to assumptions such as the expected timing or probability of achieving customer related performance targets, specified sales milestones, changes in unresolved claims, projected revenue or changes in discount rates. Significant judgment is used in determining those assumptions as of the acquisition date and for each subsequent reporting period. Therefore, any changes in the fair value will impact our results of operations in such reporting period, thereby resulting in potential variability in our operating results until such contingencies are resolved. Deferred Financing Costs Deferred financing costs incurred in connection with obtaining new term loans are amortized over the term of the arrangement and recognized as a direct reduction in the carrying amount of the related debt instruments. Amortization of deferred loan fees is included in interest expense on the consolidated statements of operations and are amortized to interest expense over the term of the related debt using the effective interest method. Debt issu ance costs capitalized were $ 0.9 million for the year ended June 30, 2023 . No debt issuance costs were capitalized for the year ended June 30, 2022 . Amortization expense related to debt issuance fees were $ 0.7 million and $ 0.3 million for the years ended June 30, 2023 and 2022 , respectively. If existing financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense. Line of Credit Fees Costs incurred in connection with obtaining new debt financing specific to the line of credit are deferred and amortized over the life of the related financing. If such financing is settled or replaced prior to maturity with debt instruments that have substantially different terms, the settlement is treated as an extinguishment and the unamortized costs are charged to gain or loss on extinguishment of debt. Similar to the treatment of deferred financing costs, if existing financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense. S ee Note 11. Deferred line of credit fees are recognized as a component of prepaid expenses and other current assets and are amortized to interest expense over the term of the related debt using the effective interest method. $ 2.5 million line of credit fees were capitalized in the year ended June 30, 2023 . No line of credit fees were capitalized in 2022. Amortization expense related to line of credit fees were $ 0.5 million and $ 0.1 million for the years ended June 30, 2023 and 2022 , respectively. I nterest Rate Swap Agreements GAAP requires that an entity recognize derivatives that are recorded as either an asset or a liability are measured at fair value at each reporting period. The Company has entered into interest rate swap agreements as a means of managing its interest rate exposure on its debt obligations. These agreements mitigate our exposure to interest rate fluctuations on our variable rate obligations. We have not designated these agreements as cash-flow hedges. Accordingly, changes in the fair value of the interest rate swaps are included in the consolidated statements of operations as a component of other income (expense). We do not enter into financial instruments for trading or speculative purposes. Noncontrolling Interests and Redeemable Noncontrolling Interest Noncontrolling interests represent the portion of profit or loss, net assets and comprehensive loss that is not allocable to the Company. The redeemable noncontrolling interest is contingently redeemable by the holders. The redeemable noncontrolling interests are not being accreted to their redemption amount as we do not deem redemption probable; notwithstanding, should the instruments redemption become probable, we will thereupon begin to accrete, to the earliest date the holders can demand redemption, the redemption amount. Fair Value Measurements We determine fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In arriving at fair value, we use a hierarchy of inputs that maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 : Quoted prices in active markets for identical assets or liabilities. Level 2 : Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 : Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of June 30, 2023 and 2022, the carrying value of the current assets and liabilities approximates fair value due to the short-term maturities of these instruments. The fair value of our long-term variable rate debt approximates carrying value, excluding the effect of unamortized debt discount, as they are based on borrowing rates currently available to the Company for debt with similar terms and maturities (Level 2 inputs). Our contingent consideration and interest rate swap agreement are remeasured at fair value on a recurring basis as of June 30, 2023 and 2022 . Revenue Recognition Point in Time — Revenue is recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for its arrangements, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) ide |
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 |
Business Combinations
Business Combinations | 12 Months Ended |
Jun. 30, 2023 | |
Business Combinations [Abstract] | |
Business Combinations | 2. Business Combinations Vinesse On October 4, 2021, the Company acquired 100 % of the members' interest in Vinesse, LLC, a California limited liability company ("Vinesse"). Vinesse is a direct-to-consumer platform company that specializes in wine clubs with over 60,000 members. Founded in 1993, Vinesse has developed a long-time following by offering boutique wines to a broader audience and making wine accessible and easy to love. The purchase price totaling $ 17.0 million was comprised of cash of $ 14.0 million, consulting fees of $ 0.2 million per year for three years totaling $ 0.6 million and a three-year earnout payable of up to $ 2.4 million. To fund the cash portion of the purchase consideration, we utilized the line of credit under the amended and restated loan and security agreement. The Company paid $ 0.5 million in June 2023 to settle working capital under the terms of the purchase agreement. The allocation of the consideration for the net assets acquired from the acquisition of Vinesse was as follows: (in thousands) Sources of financing Cash $ 14,000 Accrued other 600 Contingent consideration 2,400 Fair value of consideration 17,000 Assets acquired: Fixed assets 121 Inventory 2,502 Trade Names and Trademarks 1,200 Customer relationships 3,700 Total identifiable assets acquired 7,523 Goodwill $ 9,477 The Company used the carrying value as of the acquisition date to value fixed assets, as we determined that they represented the fair value at the acquisition date. Inventory was comprised of finished goods, bulk and raw materials. The fair value of finished goods inventory and bulk inventory was derived using projected cost of goods sold as a percentage of net revenues. Raw materials inventory was valued at its book value. The trade names and trademarks fair value was derived using the Relief-From-Royalty Method (“RFR”). Key assumptions in valuing trade names and trademarks included (i) a royalty rate of 1.8 % and (ii) discount rate of 17.5 %. Customer relationships fair value was derived using the Multiple-Period Excess Earnings Method (“MPEEM”), utilizing a discount rate of 18.0 %, and Cost Approach. Customer relationships were weighted; 50.0% using the MPEEM model and 50.0% using the Cost Approach. The results of operations of Vinesse are included in the accompanying consolidated statements of operations from the October 4, 2021 acquisition date. Transaction costs incurred in the acquisition were insignificant. ACE Cider On November 16, 2021 , the Company acquired 100 % of the capital stock of ACE Cider, the California Cider Company, Inc., a California corporation ("ACE Cider"). ACE Cider is a wholesale platform and specializes in hard cider, an alcoholic wine beverage fermented from apples. The operations of ACE Cider allowed the Company to enter the beer distribution category. The purchase price totaling $ 47.4 million was comprised of cash of $ 46.9 million, consulting fees of $ 60 thousand and a two-year earnout payable of $ 0.5 million. The Company paid $ 0.3 million in May 2022 to settle working capital under the terms of the purchase agreement. The allocation of the consideration for the net assets acquired from the acquisition of ACE Cider were as follows: (in thousands) Sources of financing Cash $ 46,880 Accrued other 60 Contingent consideration 500 Fair value of consideration 47,440 Assets acquired: Fixed assets 4,205 Inventory 1,350 Trademarks 6,600 Customer relationships 14,300 Deferred tax liability ( 6,554 ) Total identifiable assets acquired 19,901 Goodwill $ 27,539 The Company used the carrying value as of the acquisition date to value fixed assets, as we determined that they represented the fair value at the acquisition date. Inventory was comprised of finished goods, bulk cider and raw materials. The fair value of finished goods inventory and bulk cider inventory was derived using projected cost of goods sold as a percentage of net revenues. Raw materials inventory was valued at its book value. The trademarks' fair value was derived using the RFR. Key assumptions in valuing trademarks included (i) a royalty rate of 2.75 % and (ii) discount rate of 12.5 %. Customer relationships' fair value was derived using the MPEEM, utilizing a discount rate of 13.0 %, and Cost Approach. Customer relationships were weighted: 90.0% using the MPEEM model and 10.0% using the Cost Approach. The results of operations of ACE Cider are included in the accompanying consolidated statements of operations from the November 16, 2021 acquisition date. Transaction costs incurred in the acquisition were insignificant. Meier's On January 18, 2022, the Company acquired 100 % of the capital stock in Meier's Wine Cellars, Inc., DBA Meier's Beverage Group, an Ohio company ("Meier's"). Meier's is a wholesale and business-to-business company that specializes in custom blending, contract storage, contract manufacturing, and private labeling for wine, beer, and spirits. Over the years, Meier's continued extending their winemaking skills by producing table wines, sparkling wines, dessert wines, vermouth and carbonated grape juice. The purchase price totaling $ 25.0 million was comprised of cash of $ 12.5 million and 1,229,443 shares of common stock with a value of $ 12.5 million. The shares may not be transferred during the lock-up period, as outlined in the lock-up agreement entered into on the acquisition date. The terms of the acquisition also provide for the possibility of additional contingent consideration of up to $ 10.0 million based on Meier's exceeding current EBITDA levels over each of the next three years. The earn out consideration will be paid in a combination of 50 % cash and 50 % stock. The common stock shares issued are also subject to the terms of the lock-up agreement. The allocation of the consideration for the net assets acquired from the acquisition of Meier's were as follows: (in thousands) Sources of financing Cash $ 12,500 Shares of common stock 10,521 Contingent consideration 4,900 Settlement of pre-existing relationship ( 125 ) Fair value of consideration 27,796 Assets acquired: Accounts receivable 3,669 Fixed assets 12,859 Inventory 4,280 Other assets 356 Trademarks 700 Customer relationships 6,400 Accounts payable and accrued expenses ( 2,682 ) Deferred tax liability ( 6,033 ) Total identifiable assets acquired 19,549 Goodwill $ 8,247 The number of shares of common stock was determined in part based on the closing stock price on the acquisition date, resulting in a fair value of $ 12.0 million, less a discount of $ 1.5 million due to lack of marketability for shares of common stock, resulting in the shares of common stock valued at $ 10.5 million. The fair value of the contingent consideration was calculated using the Monte Carlo simulation model, resulting in estimated earnout payments of $ 4.9 million. The Company estimated the fair value of accounts receivable, other assets, accounts payable and accrued expenses and fixed assets at the acquisition date. Inventory was comprised of finished goods, work in process and raw materials. The fair value of finished goods inventory and work in process inventory was derived using projected cost of goods sold as a percentage of net revenues. Raw materials inventory was recorded at its book value. The trade names' and trademarks' fair values were derived using the RFR. Key assumptions in valuing trade names and trademarks included (i) a royalty rate of 1.1 % and (ii) discount rate of 27.0 %. Customer relationships' fair value was derived using the MPEEM, utilizing a discount rate of 28.0 %. The results of operations of Meier's are included in the accompanying consolidated statements of operations from the January 18, 2022 acquisition date. Transaction costs incurred in the acquisition were insignificant. |
Inventory
Inventory | 12 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventory consists of the following: (in thousands) June 30, 2023 June 30, 2022 Bulk wine, spirits and cider $ 84,602 $ 88,978 Bottled wine, spirits and cider 100,075 86,785 Bottling and packaging supplies 15,690 16,328 Nonwine inventory 996 831 Total inventories $ 201,363 $ 192,922 For the years ended June 30, 2023 and 2022 , the Company recognized an expense related to reducing inventory to its net realizable value of $ 10.8 million and $ 3.7 million, respectively. In addition, for the year ended June 30, 2022, the Company wrote down $ 12.4 million of inventory related to fiscal inventory count adjustments and $ 3.0 million related to additional remediation efforts. For the years ended June 30, 2023 and 2022 , the Company's inventory balances are presented net of inventory reserves of $ 0.6 million and $ 2.2 million, respectively, for bulk wine, spirits and cider inventory, $ 3.2 million and $ 1.8 million, respectively, for bottled wine, spirits and cider inventory and $ 0.6 million and $ 0.4 million, respectively, for bottling and packaging supplies inventory. The gross value of bulk wine inventory reflects the writedown of $ 6.2 million that was recognized in the quarter ended March 31, 2023. In relation to various events related to weather and wildfires that damaged inventory, the Company received insurance and litigation proceeds of $ 2.3 million and $ 3.0 million for the years ended June 30, 2023 and 2022, respectively. |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment Assets Held-for-Sale Disclosure [Abstract] | |
Assets Held for Sale | 4. Assets Held for Sale As of June 30, 2023, the Company had one asset group held for sale. The asset group relates to land, a building and assumption of a land lease related to the Tamarack Cellars production facility. The Company completed the sale of the assets in July 2023. The carrying amounts of assets held for sale consists of the following: (in thousands) June 30, 2023 Tamarack Cellars property, plant and equipment held for sale $ 1,059 Less accumulated depreciation and amortization ( 548 ) Total assets held for sale $ 511 The cash flows related to held for sale assets have not been segregated and remain included in the major classes of assets. There were no assets classified as held for sale as of June 30, 2022. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 5. Property, Plant and Equipment Property, plant and equipment consists of the following: (in thousands) June 30, 2023 June 30, 2022 Buildings and improvements $ 147,519 $ 139,223 Land 31,073 46,632 Machinery and equipment 81,807 77,676 Cooperage 11,078 10,165 Vineyards 9,960 12,860 Furniture and fixtures 1,509 1,754 282,946 288,310 Less accumulated depreciation ( 75,917 ) ( 66,987 ) 207,029 221,323 Construction in progress 8,938 17,396 $ 215,967 $ 238,719 Depreciation expense, a portion of which is recognized as an inventoriable cost, related to property, plant and equipment was $ 15.9 million an d $ 15.2 million for the years ended June 30, 2023 and 2022 , respectively. |
Goodwill and Intangibles Assets
Goodwill and Intangibles Assets | 12 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles Assets | 6. Goodwill and Intangible Assets Goodwill The following is a rollforward of the Company’s goodwill by reportable segment: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Total Balance at June 30, 2021 $ 88,808 $ 20,342 $ 745 $ 109,895 Additions from current year acquisitions 27,539 9,477 8,247 45,263 Measurement period adjustments ( 43 ) ( 153 ) ( 11 ) ( 207 ) Balance at June 30, 2022 116,304 29,666 8,981 154,951 Goodwill impairment ( 116,304 ) ( 20,673 ) ( 8,981 ) ( 145,958 ) Disposition of business - ( 8,993 ) - ( 8,993 ) Balance at June 30, 2023 $ - $ - $ - $ - Our reporting units are the same as our reportable segments. During the quarter ended June 30, 2023, the Company performed its annual impairment test. There was a sustained stock price decline resulting in a lower market capitalization that led us to perform a quantitative analysis. During the quarter ended December 31, 2022, we identified a number of goodwill impairment indicators that led us to conclude that a quantitative impairment test on goodwill was required to determine if the fair values of certain reporting units were below their carrying values. Most notably, revenue and earnings before income tax depreciation and amortization (EBITDA) for the second quarter (a historically strong quarter given the seasonal impact of holiday sales) fell short of projections. Additionally, we experienced increases in operational costs associated with higher costs of wine, freight and other supply chain items consistent with trends in the current economic environment. Both of these factors had a negative impact on our overall financial performance and led us to experience declining cash flows when compared to earlier quarter projections. Along with the continued market fluctuations, the Company's stock price continued to consistently decline during our second quarter of 2023. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows, income tax rates, discount rates, growth rates, and other market factors. If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, change, or if management’s expectations or plans otherwise change, then one or more of our reporting units might become impaired in the future. We utilized the discounted cash flow method under the income approach and the Guideline Public Company Method (GPCM) under the market approach to estimate the fair value of our reporting units. Some of the more significant assumptions inherent in estimating the fair values under the income approach include the estimated future annual net cash flows for each reporting unit (including net sales, cost of revenue, selling, general and administrative expense updated as of the end of the second quarter, depreciation and amortization, working capital, and capital expenditures), estimated growth rates, income tax rates, long-term growth rates, and a discount rate that appropriately reflects the risks inherent in each future cash flow stream. Under the GPCM approach, the significant assumptions include the consideration of stock price and financial metrics from guideline companies. As a result of our interim impairment test, we determined that the fair values of the Wholesale and Business-to-Business reporting units were less than their respective carrying amounts. We recognized a total impairment charge of $ 125.3 m illion, which consists of $ 116.3 million for Wholesale and $ 9.0 million for Business-to-Business and is included in goodwill impairment losses in the consolidated statements of operations and comprehensive income (loss). As a result of our year-end impairment test, we determined that the fair value of the Direct-to-Consumer reporting unit was less than its respective carrying amount. We recognized a total impairment charge of $ 20.7 m illion and it is included in goodwill impairment losses in the consolidated statements of operations and comprehensive income (loss). As part of our simplification efforts, on J une 29, 2023, the Company completed its sale of the assets of The Sommelier Company for negligible proceeds and an estimated potential earnout of $ 0.3 million. As a result of the sale, the Company recognized a loss on sale of assets of $ 9.7 million, of which approximately $ 9.0 million was goodwill. For the year ended June 30, 2022, the Company did no t recognize any impairment. Intangible Assets The components of finite-lived intangible assets, accumulated amortization, and indefinite-lived assets are as follows: June 30, 2023 (in thousands) Gross Accumulated Accumulated Impairment Losses Net Intangible Indefinite-life intangibles Trade names and trademarks $ 30,102 $ - $ ( 17,477 ) $ 12,625 Winery use permits 6,750 - - 6,750 Total Indefinite-life intangibles 36,852 - ( 17,477 ) 19,375 Definite-life intangibles Customer relationships 28,200 ( 9,812 ) - 18,388 Trade names and trademarks 1,900 ( 669 ) - 1,231 Total definite-life intangibles 30,100 ( 10,481 ) - 19,619 Total other intangible assets $ 66,952 $ ( 10,481 ) $ ( 17,477 ) $ 38,994 June 30, 2022 (in thousands) Gross Accumulated Accumulated Impairment Losses Net Intangible Indefinite-life intangibles Trade names and trademarks $ 30,203 $ - $ ( 1,281 ) $ 28,922 Winery use permits 6,750 - - 6,750 Total Indefinite-life intangibles 36,953 - ( 1,281 ) 35,672 Definite-life intangibles Customer and Sommelier relationships 30,700 ( 4,922 ) - 25,778 Trade names and trademarks 1,900 ( 253 ) - 1,647 Total definite-life intangibles 32,600 ( 5,175 ) - 27,425 Total other intangible assets $ 69,553 $ ( 5,175 ) $ ( 1,281 ) $ 63,097 The customer relationships weighted average remaining amortization is 3.7 and 4.4 years as of June 30, 2023 and June 30, 2022, respectively. The trade names and trademarks weighted average remaining amortization is 3.0 and 3.5 years as of June 30, 2023 and June 30, 2022, respectively. Our indefinite-lived intangible asset balance consists of trade names, trademarks and winery use permits, which had an aggregate carrying amount o f $ 19.4 million as of June 30, 2023. We te st our trade names, trademarks, and winery use permits for impairment annually, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a trade name, trademark or winery use permit is less than its carrying amount. As noted above in the goodwill section, there were events and circumstances which occurred during the fourth quarter ending June 30, 2023 and second quarter ending December 31, 2022 that indicated that it was more likely than not that the fair values of certain of our trade names and trademarks may be below their carrying amounts. As such, we performed a quantitative impairment test on our indefinite-lived intangibles. In addition, the Company recognized a tradename impairment charge of $ 1.3 million in the year ended June 30, 2022. We evaluated the Company's winery use permits and determined that there was no evidence as of June 30, 2023 and December 31, 2022 to suggest that any of the permits associated with the land and facilities of a given property had been compromised or no longer held the value assigned on the date of the acquisition. The value of the winery use permits is based off of the various ways the winery property can be used in the Company’s operations and is therefore not solely dependent on the value of the trade name and forecasted sales of the wine currently produced on that particular property. We utilized the relief from royalty method under the income approach to estimate the fair value of our trade names and trademarks. Some of the more significant assumptions inherent in estimating the fair values include the estimated future annual gross sales for each trademark and trade name, royalty rates (as a percentage of gross sales that would hypothetically be charged by a licensor of the brand to an unrelated licensee), income tax considerations, long-term growth rates, and a discount rate that reflects the level of risk associated with the future cost savings attributable to the trade name or trademark. Based on the analysis performed for the quarter ended December 31, 2022, it was determined that the Company had a trade names and trademark impairment charge totaling $ 12.6 million, which consisted of $ 10.3 million related to Wholesale, $ 2.2 million related to Direct-to-Consumer and $ 0.1 million related to Business-to-Business segments. The total impairment loss of $ 12.6 million consists primarily of the $ 4.1 million and $ 3.7 million related to certain trademarks, respectively. The impairment loss arose due to a continued decline in certain tradename volume and a lower royalty rate use for assessing certain trademark given management's expectations. The impairment loss is included in intangible asset impairment losses in the consolidated statements of operations. Based on the analysis performed for the quarter ended June 30, 2023, it was determined that the Company had a trade names and trademark impairment charge totaling $ 3.6 million, which consisted of $ 2.3 million related to Wholesale, $ 1.0 million related to Direct-to-Consumer and $ 0.3 million related to Business-to-Business. The impairment loss arose due to a continued decline in certain trademark volume compared to management's expectations and the write-off of various small trade names related to the Company's simplification efforts pertaining to brand and SKU rationalization. The impairment loss is included in intangible asset impairment losses in the consolidated statements of operations. if current expectations of future growth rates and royalty rates are not met, if market factors outside of our control, such as discount rates, change, or if management's expectations or plans otherwise change, then one or more of our intangible assets may become impaired in the future. The range of discount rates, long-term growth rates, EBITDA multiples and royalty rates we used to estimate the fair values of our reporting units (in relation to our goodwill impairment testing) and trademarks as of the December 31, 2022 impairment testing date for each reporting unit or trademark, were as follows: Discount Rate Long-Term Growth Rate EBITDA Multiple Royalty Rate Min Max Min Max Min Max Min Max Reporting units 13.5 % 14.0 % 3.0 % 5.0 % 10.0 x 14.0 x Trademarks 15.0 % 15.0 % 3.0 % 5.0 % 1.5 % 2.0 % The range of discount rates, long-term growth rates, EBITDA multiples and royalty rates we used to estimate the fair values of our reporting units (in relation to our goodwill impairment testing) and trademarks as of the June 30, 2023 impairment testing date for each reporting unit or trademark, were as follows: Discount Rate Long-Term Growth Rate EBITDA Multiple Royalty Rate Min Max Min Max Min Max Min Max Reporting unit 14.0 % 14.5 % 3.0 % 5.0 % 7 x 12.0 x Trademarks 15.5 % 15.5 % 3.0 % 5.0 % 1.5 % 2.0 % Amortization expense of definite-lived intangible assets was $ 6.8 million and $ 5.0 mill ion for the years ended June 30, 2023 and 2022, respectively. As noted above, as part of our simplification efforts, on J une 29, 2023, the Company completed its sale of the assets of The Sommelier Company. The sale included customer and Sommelier relationships with a gross intangible value of $ 2.5 million. As of June 30, 2023, the estimated future amortization expense for finite-lived intangible assets is as follows: (in thousands) 2024 $ 6,072 2025 5,047 2026 4,527 2027 3,179 2028 794 Total estimated amortization expense $ 19,619 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 7. Accrued Liabilities The major classes of accrued liabilities are summarized as follows: (in thousands) June 30, 2023 June 30, 2022 Accrued purchases $ 1,555 $ 6,728 Accrued employee compensation 6,618 5,580 Other accrued expenses 9,459 8,867 Non related party accrued interest expense 563 429 Contingent consideration 4,811 2,710 Unearned Income 1,436 642 Captive insurance liabilities 1,844 2,041 Total Accrued liabilities and other payables $ 26,286 $ 26,997 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 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. | 8. Fair Value Measurements The following tables present assets and liabilities measured at fair value on a recurring basis: June 30, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 9,874 $ - $ - $ 9,874 Interest rate swaps (1) - 8,986 - 8,986 Total $ 9,874 $ 8,986 $ - $ 18,860 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 8,656 $ 8,656 Total $ - $ - $ 8,656 $ 8,656 June 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 36,616 $ - $ - $ 36,616 Interest rate swaps (1) - 9,157 - 9,157 Total $ 36,616 $ 9,157 $ - $ 45,773 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 9,156 $ 9,156 Total $ - $ - $ 9,156 $ 9,156 (1) The fair value of interest rate swaps is estimated using a discounted cash flow analysis that considers the expected future cash flows of each interest rate swap. This analysis reflects the contractual terms of the interest rate swap, including the remaining period to maturity, and uses market-corroborated Level 2 inputs, including forward interest rate curves and implied interest rate volatilities. The fair value of an interest rate swap is estimated by discounting future fixed cash payments against the discounted expected variable cash receipts. The variable cash receipts are estimated based on an expectation of future interest rates derived from forward interest rate curves. The fair value of an interest rate swap also incorporates credit valuation adjustments to reflect the non-performance risk of the Company and the respective counterparty. (2) We assess the fair value of contingent consideration to be settled in cash related to acquisitions using probability weighted models for the various contractual earn-outs. These are Level 3 measurements. Significant unobservable inputs used in the estimated fair values of these contingent consideration liabilities include probabilities of achieving customer related performance targets, specified sales milestones, consulting milestones, changes in unresolved claims, projected revenue or changes in discount rates. On March 13, 2023, the Company entered into a termination agreement to terminate two interest rate swap agreements with notional amounts of $ 50,000,000 and $ 75,000,000 . As part of the termination, the Company realized a gain of $ 6.3 million that is included in net (loss) gain on interest rate swap agreements in the consolidated statement of operations and comprehensive income (loss). The remaining balance included in this account represents the net unrealized gain (loss) on interest rate swaps. The following table provides a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): (in thousands) Contingent Balance at June 30, 2021 $ 4,631 Acquisitions 7,874 Payments ( 420 ) Change in fair value ( 2,929 ) Balance at June 30, 2022 9,156 Acquisitions - Dispositions ( 120 ) Payments ( 521 ) Change in fair value 141 Balance at June 30, 2023 8,656 Less: current portion ( 4,811 ) Long term portion $ 3,845 The current and long-term portion of contingent consideration is included within the accrued liabilities and other payables and other long-term liabilities, respectively, in the consolidated balance sheets. Our non-financial assets, such as goodwill, indefinite-lived intangible assets and long-lived assets are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominately on Level 3 inputs. |
Leases
Leases | 12 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | 9. Leases Leases Under ASC 842 We have lease agreements for certain winery facilities, vineyards, corporate and administrative offices, tasting rooms, and equipment under long-term non-cancelable leases. We determine if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all of the economic benefits from and have the ability to direct the use of the asset. Our lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Beginning July 1, 2022, operating leases are included in operating lease right-of-use assets, current operating lease liabilities and long-term operating lease liabilities in our consolidated balance sheet. Operating lease right-of-use assets and corresponding operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease expense for operating lease assets is recognized on a straight-line basis over the lease term. As most of our leases do not provide an implicit rate, we use our collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate if it is readily determinable. Finance leases are included in finance lease right-of-use assets, current finance lease liabilities and long-term finance lease liabilities in our consolidated balance sheet. One capital lease of $ 0.7 million was converted to a finance lease with the adoption of ASC 842. Our lease agreements include leases that contain lease components and non-lease components. For all asset classes, we have elected to account for both of these provisions as a single lease component. We also have elected to apply a practical expedient for short-term leases whereby we do not recognize a lease liability and right-of-use asset for leases with a term of 12 months or less. In addition, we elected the package of transition practical expedients permitted under the transition guidance, which allows the Company to carry forward our leases without reassessing, whether any contracts are leases or contain leases, lease classification and initial direct costs. Our leases have remaining lease terms from less than one year to 10 years . Our lease terms may include options to extend or terminate the lease when it is reasonably certain and there is a significant economic incentive to exercise that option. Beginning in 2022, we no longer had related party lease agreements. The following table summarizes the components of lease expense: (in thousands) June 30, 2023 Operating lease expense $ 7,137 Finance lease expense Amortization of right-of-use assets 286 Interest on lease liabilities 33 Total finance lease expense 319 Variable lease expense 896 Short-term lease expense 234 Total lease expense $ 8,586 The following table summarizes supplemental balance sheet items related to leases: (in thousands) June 30, 2023 Operating Leases Operating lease right-of-use assets $ 32,945 Current portion of operating lease liabilities 6,243 Long-term operating lease liabilities 26,792 Total operating lease liabilities 33,035 Finance Leases Finance lease right-of-use assets 630 Current portion of finance lease liabilities 304 Long-term finance lease liabilities 334 Total finance lease liabilities $ 638 The following table summarizes the weighted-average remaining lease term and discount rate: Weighted-average remaining lease term (in years) Operating leases 6.0 Finance leases 2.6 Weighted-average discount rate Operating leases 5.0 % Finance leases 5.0 % The cash paid for amounts included in the measurement of lease liabilities for operating leases was $ 6.2 million for the year ended June 30, 2023. The minimum annual payments under our lease agreements as of June 30, 2023 are as follows: (in thousands) Operating Leases Finance Leases 2024 $ 6,871 $ 328 2025 6,478 199 2026 6,520 116 2027 6,166 22 2028 4,344 12 Thereafter 7,784 2 Total lease payments 38,163 679 Less imputed interest ( 5,128 ) ( 41 ) Present value of lease liabilities 33,035 638 Current portion of lease liabilities ( 6,243 ) ( 304 ) Total long term lease liabilities $ 26,792 $ 334 Note - Table excludes obligations for leases with original terms of 12 months or less which have not been recognized as ROU assets or liabilities in our consolidated balance sheets. On December 15, 2022, we closed on a purchase and sale agreement to sell a portion of Laetitia Vineyard and Winery’s land and related vineyards to a third-party buyer for $ 8.7 million. Concurrent with the finalization of the sale, we entered into a lease agreement to lease back from the third-party buyer certain of the vineyards' blocks sold. The rent, payable annually, on this two-year operating lease was deemed to be below market. Therefore, we recorded an off-market adjustment of $ 0.3 million which increased the initial measurement of the ROU asset for this lease and reduced the loss recognized on this sale. On March 31, 2023, the Company entered into a lease agreement related to the Tamarack Cellars production facility with a third-party to lease a building beginning on April 1, 2023 for an initial term of 4 years at a monthly rate of $ 7,500 for the first year to be increased by 3 % each year. Concurrently with the lease, the Company sold certain equipment held at the leased premises for a total consideration of $ 0.1 million. Subsequent to year end, the Company terminated the lease and sold the building. |
Interest Rate Swaps
Interest Rate Swaps | 12 Months Ended |
Jun. 30, 2023 | |
Interest Rate Cash Flow Hedges [Abstract] | |
Interest Rate Swaps | 10. Interest Rate Swaps On March 13, 2023, the Company entered into a termination agreement to terminate two interest rate swap agreements with notional amounts of $ 50,000,000 and $ 75,000,000 . As part of the termination, the Company realized a gain of $ 6.3 million that is included in net gain on interest rate swap agreements in the consolidated statement of operations and comprehensive income (loss). The remaining balance included in this account represents the net unrealized gain (loss) on interest rate swaps. In March 2020, we entered into two interest rate swap agreements with fixed notional amounts of $ 28.8 million and $ 46.8 million at a fixed rate of 0.77 % and 0.71 %, respectively. The agreement calls for monthly interest payments until termination in July 2026 and March 2025 , respectively. The fair value of the $ 28.8 million swap agreement was an asset of $ 2.9 million and $ 2.3 million at June 30, 2023 and 2022 , respectively. The fair value of the $ 46.8 million swap agreement was an asset of $ 3.2 million and $ 2.7 million at June 30, 2023 and 2022, respectively. In July 2019, in connection with the 2019 Loan and Security Agreement (see Note 11) , we transferred an interest rate swap agreement with a fixed notional amount of $ 20.0 million at a fixed rate of 2.99 % dated June 2018, to our new lender. Shortly thereafter, the interest rate swap of $ 20.0 million was amended and restated in its entirety to increase the notional amount to $ 50.0 million at a fixed rate of 2.34 %. The agreement calls for monthly interest payments until termination in July 2026 . The fair value of the 2019 swap agreement was an asset o f $ 2.8 m illion and $ 1.0 million at June 30, 2023 and 2022, respectively. Interest rate swaps consisted of the following: (in thousands) Fixed Notional Amount Fixed Interest Fair Value Asset (Liability) Date of Agreement June 30, 2023 June 30, 2022 Rate Termination Date 2023 2022 March 2020 $ 28,800 $ 28,800 0.78 % July 2026 $ 2,911 $ 2,282 March 2020 $ 46,800 $ 46,800 0.71 % March 2025 3,249 2,748 July 2019 $ 50,000 $ 50,000 2.34 % July 2026 2,826 971 April 2021 $ - $ 75,000 2.32 % March 2023 - 2,046 May 2019 $ - $ 50,000 2.25 % March 2023 - 1,110 $ 8,986 $ 9,157 The Company records the changes in fair value in a separate line item in the consolidated statements of operations. |
Long-Term and Other Short-Term
Long-Term and Other Short-Term Obligations | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Debt Disclosure [Abstract] | ||
Long-Term and Other Short-Term Obligations | 4. 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, the 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 | 11. Long-Term and Other Short-Term Borrowings The following table summarizes long-term and other short-term obligations: June 30, (in thousands) 2023 2022 Note to a bank with interest at LIBOR plus 1.75 %; payable in quarterly installments of $ 1,180 principal with applicable interest; secured by specific assets of the Company. Extinguished and refinanced in December 2022. - 76,792 Note to a bank with interest at SOFR ( 5.16 %) at June 30, 2023 plus 2.35 %; payable in quarterly installments of $ 1,454 principal with applicable interest; matures in December 2027 ; secured by specific assets of the Company. 142,532 - Capital expenditures borrowings payable at LIBOR plus 1.75 %, payable in quarterly installments of $ 1,077 . Extinguished and refinanced in December 2022. - 40,776 Capital expenditures borrowings payable at SOFR ( 5.16 %) at June 30, 2023 plus 2.35 %, payable in quarterly installments of $ 801 with draw expiring June 2027. 12,762 - Equipment Term Loan payable at SOFR ( 5.16 %) at June 30, 2023 plus 2.35 %, payable in quarterly installments of $ 250 with draw expiring December 2026. 3,433 - Note to a bank with interest fixed at 3.6 %, payable in monthly installments of $ 60 principal with applicable interest; matured in April 2023 . - 593 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with March 2024 . 541 1,246 Note to a bank with interest fixed at 7.50 %, payable in monthly installments of $ 61 principal with April 2026 . 1,873 - Delayed Draw Term Loan ("DDTL") with interest at LIBOR plus 1.75 %, payable in quarterly installments of $ 1,260 starting March 2022. Extinguished and refinanced in December 2022. - 65,882 Delayed Draw Term Loan ("DDTL") with interest at SOFR ( 5.16 %) at June 30, 2023 plus 2.35 %, payable in quarterly installments of $ 818 . Matures in December 2027 . 28,183 - 189,324 185,289 Less current maturities ( 14,449 ) ( 14,909 ) Less unamortized deferred financing costs ( 1,466 ) ( 1,285 ) $ 173,409 $ 169,095 Line of Credit In April 2021, we entered into an amended and restated loan and security agreement (the “Amended and Restated Loan and Security Agreement”) to increase the Credit Facility to $ 480.0 million consisting of an accounts receivable and inventory revolving facility up to $ 230.0 million, a term loan in a principal amount of up to $ 100.0 million, a capital expenditures facility in an aggregate principal of up to $ 50.0 million, and a delay draw term loan facility up to an aggregate of $ 100.0 million which was limited to an aggregate of $ 55.0 million. On November 8, 2022, we amended the amended and restated loan and security agreement to revise a definition used in a financial covenant under the agreement for the debt covenant calculation as of September 30, 2022 and subsequent periods. On December 13, 2022, we entered into a second amended and restated loan and security agreement (the “Second A&R Loan and Security Agreement”), which further amended and restated the Amended and Restated Loan and Security Agreement and provides credit facilities totaling up to $ 458.4 million. The credit facilities under the Second A&R Loan and Security Agreement consist of: (i) a term loan facility in the principal amount of $ 156.5 million (the “Term Loan Facility”), (ii) an accounts receivable and inventory revolving facility in the principal amount of $ 229.7 million with a letter of credit sub-facility in the aggregate availability amount of $ 20.0 million (the “Revolving Facility”), (iii) an equipment loan facility in the principal amount of $ 4.2 million (the “Equipment Loan”), (iv) a capital expenditure facility in the principal amount of $ 15.2 million (the “Capex Facility”) and (v) a delayed draw term loan facility in the principal amount of $ 52.9 million (amounts are available to be drawn through December 13, 2023) (the “DDTL Facility”, and, together with the Term Loan Facility, the Revolving Facility, the Equipment Loan and the Capex Facility, the “Credit Facilities”). Concurrent with the closing of the Second A&R Loan and Security Agreement, we executed a draw of $ 154.6 million on the Term Loan Facility, $ 125.0 million on the Revolving Facility, $ 4.2 million on the Equipment Loan, $ 15.2 million on the Capex Facility and $ 30.6 million on the DDTL Facility. The proceeds from the loan were used to, among other things, pay down outstanding amounts of under the Company’s existing credit facilities including the Amended and Restated Loan and Security Agreement. The Term Loan Facility matures on December 13, 2027 , and the Second A&R Loan and Security Agreement extends the maturities of the other credit facilities as follows: (i) the Revolving Facility matures on December 13, 2027 , (ii) the Equipment Loan matures on December 31, 2026 , (iii) the Capex Facility matures on June 30, 2027 and (iv) the DDTL Facility matures on December 13, 2027 . The refinancing of the Second A&R Loan and Security Agreement was evaluated in accordance with ASC 470-50, Modifications and Extinguishments on a lender-by-lender basis. Certain lenders did not participate in the refinancing and the repayment of their related outstanding debt balances has been accounted for as an extinguishment of debt. Proceeds of borrowings from new lenders were accounted for as a new debt financing. The Company recorded a loss on extinguishment of debt of $ 0.5 million in the accompanying consolidated statement of operations and comprehensive income (loss). For the remainder of the lenders, this transaction was accounted for as a modification because the difference between present value of the cash flows under the terms of the modified agreement (the Second A&R Loan and Security Agreement) and the present value of the cash flows under terms of the original agreement was less than 10% on a lender-by-lender basis. As part of the refinancing of the Term Loan Facility, the Company incurred various costs of $ 2.3 million, including a $ 0.5 million original issue discount and $ 1.9 million in third-party debt issuance costs. As part of the refinancing of the Revolving Facility , t he Company incurred various costs of $ 2.6 million, including a $ 0.5 million original issue discount and $ 2.1 million in third-party debt issuance costs. Regularly scheduled principal repayments of the Credit Facilities (other than the Revolving Facility) are payable on a quarterly basis as follows: (i) with respect to the Term Loan Facility, an amount equal to the original principal amount of the Term Loan Facility multiplied by 1/100 th , (ii) with respect to the Equipment Loan, an amount equal to $ 0.2 million, (iii) with respect to the Capex Facility, an amount equal to $ 0.8 million, and (iv) with respect to the DDTL Facility, an amount equal to the original principal amount of the DDTL Facility multiplied by 1/28 th with respect to delayed draw term loans used to purchase equipment and 1/100 th with respect to delayed draw term loans used to purchase real estate. Repayment of the Revolving Facility is required if the borrowing base (as defined in the Second A&R Loan and Security Agreement) does not support the amount of borrowing under the Revolving Facility. Any unpaid principal, interest and other amounts owing with respect to any Credit Facility is due at maturity of such Credit Facility. Borrowings under the Credit Facilities bear interest at a rate per annum equal to, at the Company’s option, either (a) a Term Secured Overnight Financing rate “SOFR” for the applicable interest period relevant to such borrowing, plus a market-determined credit spread adjustment depending on such interest period ( 0.10 % for one-month; 0.15 % for three-months; and 0.25 % for six-months), plus an applicable margin ( 2.25 % for the Credit Facilities other than the Revolving Facility; for the Revolving Facility the applicable margin is based on a range of 1.50 %- 2.00 % depending on average borrowing availability under the Credit Facilities) or (b) an Adjusted Base Rate, or ABR, determined by reference to the highest of (i) Federal Funds Rate plus 0.50 %, (ii) the rate of interest established by the lender acting as the administrative agent as its “prime rate” and (iii) the Term SOFR for a one-month term in effect on that day plus 1.0 % plus a market-determined credit spread adjustment of 0.10 %, plus, in each case, an applicable margin ( 1.25 % for the Credit Facilities other than the Revolving Facility; depending on average availability for the Revolving Facility, with the initial applicable margin for the Revolving Facility being 1.00 %). The Company is currently in the process of amending our interest rate swap agreements to conform with the Credit Facilities. We do not expect the impact of these amendments to have a material impact on the Credit Facilities' interest rates. In addition, the Second A&R Loan and Security Agreement and related loan documents provide for recurring fees with respect to the Credit Facilities, including (i) a fee for the unused commitments of the lenders under the Term Loan Facility, the Revolving Facility and the DDTL Facility, payable quarterly, accruing at a rate equal to 0.25 % per annum with respect to the Term Loan Facility and the DDTL Facility and a rate within the range of 0.15 %- 0.20 % per annum with respect to the Revolving Facility depending on average availability under the Revolving Facility (ii) letter of credit fees (which vary depending on the applicable margin rate based on the average availability under the Revolving Facility), fronting fees and processing fees to each issuing bank and (iii) administration fees. The Credit Facilities are secured by substantially all of the assets of the Company. Additionally, the Second A&R Loan and Security Agreement includes customary representations and warranties, affirmative and negative covenants, financial covenants and certain other amendments, including, without limitation, (i) a minimum fixed charge coverage ratio (based on trailing twelve-month EBITDA adjusted for capital expenditures, taxes and certain other items) of 1.10:1.00l measured on a rolling four quarter basis provided that the minimum capital expenditure amount for purposes of calculating the fixed charge coverage ratio will increase by $ 175.0 thousand per quarter until it reaches $ 1.5 million, (ii) the addition of a maximum debt to capitalization ratio covenant, initially set at 0.60:1.00 for each quarter until December 31, 2023 and stepping down to 0.575:1.00 for each quarter until March 31, 2024 and 0.55:1.00 for each quarter until December 31, 2024 and thereafter, (iii) certain new EBITDA addbacks (and one historical EBITDA deduction in the amount of $ 1.4 million for the quarter ended September 30, 2022) and (iv) certain amendments to the conditions for permitted acquisitions and accordion increases. The effective interest rate under the revolving facility w as 4.8 % and 3.3 % as of June 30, 2023 and 2022, respectively. The Company has availability under the line of credit as of June 30, 2023 and 2022. On February 13, 2023, we amended the Second A&R Loan and Security Agreement to revise the deadline for submitting our December 31, 2022 consolidated financial statements to 90 days after the period end. On March 31, 2023, we amended the Second A&R Loan and Security Agreement to revise the deadline for submitting our December 31, 2022 consolidated financial statements to 120 days after the period end. On May 9, 2023, we amended the Second A&R Loan and Security Agreement to revise the definition and calculation of certain financial covenants as of March 31, 2023. The amendment revised the definition of Adjusted EBITDA (as defined in the Second A&R Loan and Security Agreement) as utilized in the fixed charge coverage ratio calculation to allow certain addbacks to Adjusted EBITDA. Debt modification costs of $ 2.0 million and debt extinguishment costs of $ 0.5 million related to the various amendments were expensed during 2023 and are reported in loss on modification and extinguishment of debt in the Company's statements of operations. On October 12, 2023, the Company entered into a fourth amendment to the Second Amended and Restated Loan and Security Agreement (the “Fourth Amendment”) by and among the Company, the Borrowers, the Lenders party thereto, and Agent. The Fourth Amendment, among other things: (i) waives certain existing events of default relating to the Company’s failure to comply with the financial covenants and financial reporting requirements set forth in the Credit Agreement for prior fiscal periods; (ii) reduces the aggregate revolving commitment and the aggregate delayed draw term loan commitment to $ 200,000,000 and $ 38,100,000 , respectively; (iii) replaces the maximum debt to capitalization financial covenant with a minimum adjusted EBITDA financial covenant of not less than (1) $ 4,000,000 for the fiscal quarter ending September 30, 2023, (2) $ 17,000,000 for the two fiscal quarter period ending December 31, 2023, (3) $ 27,000,000 for the three fiscal quarter period ending March 31, 2024, (4) $ 34,000,000 for the four fiscal quarter period ending June 30, 2024, and (5) $ 35,000,000 for each four fiscal quarter period ending thereafter; (iv) adds a minimum liquidity covenant of $ 25,000,000 (or, for fiscal quarters ending in December, $ 15,000,000 ), which applies only for the fiscal quarters ending September 30, 2023 through and including December 31, 2024 (the “Covenant Modification Period”); (v) suspends the minimum fixed charge coverage ratio covenant for the fiscal quarters ending September 30, 2023 through and including June 30, 2024 and provides for a step-down of the minimum fixed charge coverage ratio to 1.00:1.00 for the remainder of the Covenant Modification Period; (vi) adds an equity cure right for the Company in the event of future breaches of the financial covenants; (vii) reduces revolver availability by (1) $ 15,000,000 during the months of February through September of each year and (2) $ 10,000,000 during the months of October through January of each year; (viii) suspends the exercise of incremental facilities during the Covenant Modification Period; (ix) restricts all permitted acquisitions during the term of the credit facilities, unless previously approved by the required Lenders; (x) increases in the applicable margin for all credit facilities to 3.00 % for SOFR Loans and 2.00 % for ABR Loans, which margins will step-up further if certain prepayments of the Term Loans are not made by certain dates prescribed in the Amendment; (xi) adds additional mandatory prepayments of (1) $ 10,000,000 by no later than March 31, 2024, (2) an additional $ 10,000,000 by no later than June 30, 2024 and (3) an additional $ 25,000,000 by no later than December 31, 2024; (xii) adds additional mandatory prepayments in the event that the Borrowers maintain a cash balance in excess of $ 20,000,000 ; (xiii) permits additional sales of certain real property with an aggregate appraised value of approximately $ 60,000,000 , in addition to related personal property assets; and (xiv) adds certain additional reporting requirements to Agent and the Lenders. As a result, as of the date hereof, the Company has received a waiver for certain events of default and is in compliance with its covenants contained in the Second A&R Loan and Security Agreement. Maturities of Long-Term and Other Short-Term Borrowings Maturities of long-term and other short-term borrowings for succeeding years are as follows: Year ending June 30, 2024 $ 14,449 2025 13,956 2026 13,885 2027 12,672 2028 134,362 Thereafter - $ 189,324 |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | 12. Noncontrolling Interest Noncontrolling Redeemable Interest July 2016 Noncontrolling Redeemable Interest One of our consolidated subsidiaries, Splinter Group Napa, LLC (“Splinter Group”), has a member who owns a noncontrolling interest in Splinter Group. The membership interest of this member has a put option allowing the member to put its membership interest back to us for cash upon the occurrence of a contingent event. Specifically, we currently have the right, pursuant to the operating agreement with Splinter Group, to acquire all of the membership interest held by Splinter Group if we (a) sell capital stock comprising at least 25 % of our then outstanding capital stock to an unaffiliated third party, (b) sell assets comprising at least 25 % of the aggregate value of our then existing assets to an unaffiliated third party buyer or (c) merge with and into, an unaffiliated third party buyer. If we choose not to exercise this right following any of these events, the holder of the noncontrolling interest had the right to require us to purchase all of the noncontrolling interest holder’s membership interest at fair value, as determined via appraisal. The redemption amount is the fair value of the noncontrolling interest at the redemption date. Because this redemption event is not solely within our control, the Splinter Group noncontrolling interest has been classified outside of stockholders’ equity in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities. Upon purchase of our controlling interest in Splinter Group in July 2016, we classified the noncontrolling interest as temporary equity at its initial carrying amount of $ 1.4 million. Because of the low probability of this redemption event occurring, we will not subsequently adjust the initial carrying amount of the noncontrolling interest to fair value at each reporting period. Should it become probable that the redemption event will occur, we will thereupon accrete the initial carrying value to its redemption amount equal to its fair value. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 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. | 13 . Stockholders’ Equity Warrants At June 30, 2023 , there were 25,646,453 warrants outstanding to purchase shares of the Company's common stock at a price of $ 11.50 per whole share. The 25,646,453 warrants are made up of 18,000,000 Public Warrants (the "Public Warrants") and 8,000,000 Private Warrants (the "Private Warrants") less 353,547 warrants that have been repurchased as part of our share repurchase plan. The Public Warrants are exercisable commencing on August 11, 2021 and expire five years after the commencement date. The Company may accelerate the expiry date by providing 30 days ’ prior written notice, if and only if, the closing price of the Company’s common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period. The public warrant holder’s right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of acceleration of the expiry date. The Private Warrants are exercisable commencing on August 11, 2021 for one common share at an exercise price of $ 11.50 , subject to anti-dilution adjustments. The Private Warrants expire five years after the commencement date. Earnout Shares In connection with the closing of the business combination between Bespoke Capital Acquisition Corp. and Vintage Wine Estates, Inc., a California corporation (“VWE Legacy”) pursuant to a transaction agreement dated February 3, 2021, as amended, certain shareholders of VWE Legacy we re entitled to receive up to an additional 5,726,864 shares of the Company’s common stock (the “Earnout Shares”) if at any point during the Earnout Period, from June 7, 2021 to June 7, 2023, the Company's closing share price on the Nasdaq on 20 trading days out of 30 consecutive trading days; 1. was at or above $15 (but below $20), 50% of the Earnout Shares will be issued; and 2. was at or above $20 (i) to the extent no Earnout Shares have previously been issued, 100% of the Earnout Shares or (ii) to the extent the event Earnout Shares were previously issued, 50% of the Earnout Shares will be issued. The Earnout Shares would have been adjusted to reflect any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible common shares), reorganization, recapitalization, reclassification, combination and, exchange of shares or other like change. The Earnout Shares were indexed to the Company’s equity and met the criteria for equity classification. The fair value of the Earnout Shares, $ 32.4 million, was recorded as a dividend to additional paid in capital due to the absence of retained earnings. No Earnout Shares were issued through June 7, 2023, at which time the Earnout Period ended. Meier's Earnout Shares In connection with the closing of the Meier's business combination with Paul T. Lux Irrevocable Trust pursuant to a merger agreement dated January 18, 2022, Mr. Lux is entitled to receive up to an additional $ 5 million of the Company’s common stock, subject to the terms of the earnout agreement. The Company will make earnout payments based on the product of the amount of adjusted EBITDA in calendar 2022, 2023 and 2024 over EBITDA threshold, as defined in the merger agreement, and the earnout multiple of seven. The earnout payment shall be paid 50 % in cash and 50 % in the Company's common stock. No shares were issued through June 30, 2023. 2021 Stock Incentive Plan Effective June 7, 2021, the Company adopted the 2021 Omnibus Incentive Plan (as amended, the "2021 Plan”). The 2021 Plan reserves 11,200,000 common shares for the issuance of stock options, stock appreciation rights, performance shares, performance units, stock, restricted stock, restricted stock units and cash incentive awards. The 2021 Plan was approved by shareholders at the Annual Meeting of Shareholders on February 2, 2022. The following table provides total stock-based compensation expense by award type: June 30, (in thousands) 2023 2022 Stock option awards $ 1,452 $ 753 Restricted stock units 5,285 4,363 Total share-based compensation $ 6,737 $ 5,116 Stock-based compensation expense is included as a component of selling, general and administrative expenses in the consolidated statement of operations and comprehensive income (loss). On February 7, 2023, the Company and Patrick Roney, founder of VWE, entered into a letter agreement whereby Mr. Roney voluntarily elected to transition from Chief Executive Officer of the Company to Executive Chairman of the Board, effective February 7, 2023. In connection with his appointment as Executive Chairman, all outstanding stock options and unvested restricted stock units previously granted to Mr. Roney under the Company’s 2021 Plan ceased to vest and any unvested awards were forfeited; however, Mr. Roney maintained the vested stock option awards which are exercisable pending attainment of market condition. Stock Options Certain stock options granted under the 2021 Plan prior to May 17, 2023 are subject to market conditions. The stock options are exercisable for ten years and only become exercisable if the volume-weighted average price per share of our common stock meets a $ 12.50 threshold over a 30-day consecutive trading period following the grant date. The fair value of the stock options was estimated using a Monte Carlo simulation valuation model. These stock option awards vest, except as set forth in the award agreement, in four equal installments of 25 %, with the first installment vesting 18 months after the grant date with respect to an additional 25 % of the total stock-based award on each of the 2nd, 3rd and 4th anniversaries of the grant date, providing in each case the employee remains in continuous employment or service with the Company or an Affiliate. Stock options granted under the 2021 Plan subsequent to May 17, 2023 are not subject to market conditions and vest, except as set forth in the award agreement, in four equal installments of 25 %, with the first installment vesting 12 months after the grant date with an additional 25 % of the total stock-based award on each of the 2nd, 3rd and 4th anniversaries of the grant date, providing in each case the employee remains in continuous employment or service with the Company or an Affiliate. Compensation expense is recognized ratably over the requisite service period. The following table presents a summary of stock option activity under the 2021 Plan: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2021 - $ - $ - Granted 3,533,627 10.50 - Exercised - - - Forfeited or cancelled ( 30,100 ) 10.50 - Outstanding at June 30, 2022 3,503,527 $ 10.50 9.60 $ - Granted 842,872 9.82 - Exercised - - - Forfeited or cancelled ( 1,476,562 ) 10.50 - Outstanding at June 30, 2023 2,869,837 $ 10.31 8.80 $ - Total unrecognized compensation expense related to the stock options was $ 4.4 million, which is expected to be recognized over a weighted-average period of 4.5 years. As of June 30, 2023, 705,342 options were exercisable pending attainment of market condition. For the year ended June 30, 2023, the weighted-average grant date fair value was $ 1.27 . The fair value of the options was estimated at the grant date using the Monte Carlo Simulation model, for options with a market condition, or the Black-Scholes model, for options without a market condition, with the following assumptions: risk-free rate ranging from 1.8 % to 3.9 %; expected term ranging from 5.5 years to 7.4 years; expected volatility ranging from 29.7 % to 50 %; and no expected dividend yield. For the year ended June 30, 2022, the weighted-average grant date fair value was $ 3.27 . The fair value of the options was estimated at the grant date using the Monte Carlo Simulation model with the following assumptions: weighted average risk-free rate 1.8 %; weighted average expected term 5.5 years; weighted average expected volatility 40 %; and no expected dividend yield. Restricted Stock Units Restricted stock units are subject only to service conditions and those issued prior to May 17, 2023 vest, except as set forth in the award agreement, in four equal installments of 25 %, with the first installment vesting 18 months after the vesting commencement date and the other installments vesting on each of the 2nd, 3rd and 4th anniversaries of the vesting commencement date. Restricted stock units issued subsequent to May 17, 2023 vest, except as set forth in the award agreement, in four equal installments of 25 %, with the first installment vesting 12 months after the vesting commencement date and the other installments vesting on each of the 2nd, 3rd and 4th anniversaries of the vesting commencement date. One restricted stock unit vested in full on the nine month anniversary of the vesting commencement date. The following table presents a summary of restricted stock units activity for the years presented: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding at June 30, 2021 - $ - Granted 1,902,068 8.14 Vested - - Forfeited or cancelled - - Outstanding at June 30, 2022 1,902,068 $ 8.14 Granted 670,046 2.98 Vested ( 840,186 ) 8.34 Forfeited or cancelled ( 569,489 ) 8.22 Outstanding at June 30, 2023 1,162,439 $ 4.98 Total unrecognized compensation expense related to the restricted stock units was $ 3.0 million, which is expected to be recognized over a weighted-average period of 2.60 years. During the year ending June 30, 2023 , 840,186 restricted stock units vested and as a result the Company withheld 297,212 restricted stock units to cover the taxes related to the net share settlement of equity awards. During the year ended June 30, 2023, 569,489 restricted stock units were forfeited or cancelled. This was partially as a result of the staffing changes described above. Stock and Warrant Repurchase Plan On March 8, 2022, the Company's board of directors approved a repurchase plan authorizing the Company to purchase up to $ 30.0 million in aggregate value of our common stock and/or warrants through September 8, 2022. The repurchase program did not require the Company to acquire a specific number of shares or warrants. The cost of the shares and warrants that were repurchased were funded from available working capital. For accounting purposes, common stock and/or warrants repurchased under our repurchase plan were recorded based upon the settlement date of the applicable trade. Such repurchased shares are presented using the cost method. During the year ended June 30, 2022 , the Company repurchased 2,871,894 common stock shares at an average price of $ 9.04 per share that are held in treasury. During the years ended June 30, 2023 and 2022, the Company repurchased 171,994 and 181,553 warrants, respectively, at an average price of $ 1.00 and $ 1.46 per warrant, respectively. The total cost of the shares and warrants repurchased was $ 0.2 million and $ 26.3 million for the years ended June 30, 2023 and 2022, respectively. The table below summarizes the changes in repurchases of common stock and warrants: Common Stock and Warrants Balance at June 30, 2021 - Repurchases of common stock 2,871,894 Repurchases of warrants 181,553 Balance at June 30, 2022 3,053,447 Repurchases of common stock - Repurchases of warrants 171,994 Balance at June 30, 2023 3,225,441 |
Commitments, Contingent Liabili
Commitments, Contingent Liabilities and Litigation | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 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. | 14. Commitments, Contingent Liabilities and Litigation We are subject to a variety of claims and lawsuits that arise from time to time in the ordinary course of business. Although management believes that any pending claims and lawsuits will not have a material impact on the Company’s consolidated financial position or results of operations, the adjudication of such matters are subject to inherent uncertainties and management’s assessment may change depending on future events. Litigation On November 14, 2022, a purported securities class action lawsuit was filed in the U.S. District Court for the District of Nevada against the Company and certain current and former members of its management team. The lawsuit is captioned Ezzes v. Vintage Wine Estates, Inc., et al. (“Ezzes“), and alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, by making material misstatements or omissions in certain of the Company's periodic reports filed with the SEC relating to, among other things, the Company’s business, operations, and prospects, including with respect to the Company’s inventory metrics and overhead burden. The lawsuit seeks an unspecified amount of damages and an award of attorney’s fees, in addition to other relief. On November 28, 2022, a second purported securities class action lawsuit, captioned Salbenblatt v. Vintage Wine Estates, Inc., et al. (“Salbenblatt”), was filed in the same court, containing similar claims and allegations, and seeking similar relief, as the Ezzes lawsuit. On February 14, 2023, the Court consolidated both actions and appointed the lead plaintiffs. The Salbenblatt action was transferred to and consolidated with the Ezzes action. On May 1, 2023, the lead plaintiffs filed a consolidated amended class action complaint (“amended complaint”). On June 30, 2023 defendants filed a motion to dismiss the amended complaint. The motion to dismiss was fully briefed on September 25, 2023, and is pending. The Company believes this litigation is without merit and intends to defend against it vigorously. However, litigation is inherently uncertain, and the Company is unable to predict the outcome of this litigation and is unable to estimate the range of loss, if any, that could result from an unfavorable outcome. The Company also cannot provide any assurance that the ultimate resolution of this litigation will not have a material adverse effect on our reputation, business, prospects, results of operations or financial condition. The Company is involved in two disputes relating to an Asset Purchase Agreement (“APA”) and a related Non-Compete Agreement/Non-Solicitation Agreement (the “Non-Compete Agreement”) from a 2018 acquisition. Claimant has alleged that the Company did not make certain earnout payments allegedly due under the APA and has alleged that the Company misused alleged rights of publicity with respect to the brands in violation of the Non-Compete Agreement. On or about August 30, 2023, Claimants served a demand for arbitration on the Company. At present, Claimants collectively have not quantified the total amount of their alleged damages for all claims; however based on information provided by Claimants, the Company would anticipate that any claim of damages would likely be at least approximately $ 3.0 million. The Company disputes both that any amounts in excess of the accrued earn-out liability of approximately $ 0.4 million for the dispute period are owed and that the Company misused the alleged rights of publicity. The Company intends to vigorously defend itself against the claims. At this time, in view of the complexity and ongoing nature of the matters, we are unable to reasonably estimate a possible loss or range of loss that the Company may incur to resolve these matters or defend against these claims. From time to time, the Company may become subject to other legal proceedings, claims and litigation arising in the ordinary course of business. In addition, the Company may receive letters alleging infringement of patent or other intellectual property rights. The Company is not currently a party to any other material legal proceedings, nor is it aware of any pending or threatened litigation that, in the Company’s opinion, would have a material adverse effect on the business, operating results, cash flows or financial condition should such litigation be resolved unfavorably. Indemnification Agreements In the ordinary course of business, we may provide indemnification of varying scope and terms to vendors, lessors, customers and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. These indemnities include indemnities to our directors and officers to the maximum extent permitted under applicable state laws. The maximum potential amount of future payments we could be required to make under these indemnification agreements is, in many cases, unlimited. Historically, we have not incurred any significant costs as a result of such indemnifications. Other Commitments Contracts exist with various growers and certain wineries to supply a significant portion of our future grape and wine requirements. Contract amounts are subject to change based upon actual vineyard yields, grape quality and changes in grape prices. Estimated future minimum grape and bulk wine purchase commitments are as follows: (in thousands) Total 2024 31,693 2025 8,433 2026 3,786 2027 347 2028 264 $ 44,523 Grape, bulk wine and cider purchases under contracts totaled $ 49.4 million and $ 41.7 million for the years ended June 30, 2023 and 2022 , respectively. The Company expects to fulfill all of these purchase commitments. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 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. | 15. Related Party Transactions On February 7, 2023, the Company and Patrick Roney, founder of VWE, entered into a letter agreement (the “Letter Agreement”) whereby Mr. Roney voluntarily elected to transition from Chief Executive Officer of the Company to Executive Chairman of the Board, effective February 7, 2023. Pursuant to the terms of the Letter Agreement, the Employment Agreement between the Company and Mr. Roney effective June 7, 2021 (the “Prior Employment Agreement”) was terminated and upon such termination the Company agreed to provide Mr. Roney his accrued but unpaid Base Salary and PTO (as defined in the Prior Employment Agreement) through February 7, 2023, and any vested amounts or benefits that he is entitled to receive under any plan, program, or policy, as described in Section 5.1 of the Prior Employment Agreement. Mr. Roney expressly waived any claim to the severance benefits described in Section 5.2(b) of the Prior Employment Agreement. Pursuant to the terms of the Letter Agreement, Mr. Roney will receive an annual base salary of $ 250,000 for his service as Executive Chairman and will be eligible to participate in the Company’s employee benefit plans and programs in accordance with their terms and eligibility requirements. In connection with his appointment as Executive Chairman, all outstanding stock options and unvested restricted stock units previously granted to Mr. Roney under the Company’s 2021 Plan ceased to vest and any unvested awards were forfeited. See Note 13. The Company has a contract with Bin-to-bottle, a storage and bottling company owned by Mr. Roney, for storage purposes. The expenses incurred for storage were immaterial for the years ended June 30, 2023 and 2022. Also on February 7, 2023, the Board appointed Jon Moramarco, a member of the Board, as the Company’s Interim Chief Executive Officer. In connection with such appointment, the Company entered into a consulting agreement (the “Consulting Agreement”) with bw166 LLC (“bw166”) and Mr. Moramarco, pursuant to which the Company will pay bw166 a monthly fee of $ 17,500 and will reimburse bw166 and Mr. Moramarco for reasonable business-related expenses in connection with the Interim Chief Executive Officer services provided thereunder. Additionally, the Company agreed to award Mr. Moramarco a one-time grant of 100,000 restricted stock units pursuant to the 2021 Plan, which will vest in full on the one-year anniversary of the grant date. Mr. Moramarco is the Managing Partner of bw166 and has a controlling interest therein. Immediate Family Member and Other Business Arrangements We provide at will employment to several family members of officers or directors who provide various sales, marketing and administrative services to us. Salaries paid totaled $ 0.5 million and $ 0.4 million for the years ended June 30, 2023 and 2022, respectively. We make sponsorship payments to Tough Enough to Wear Pink and use Connect the Dots for marketing services and point of sale marketing materials to unincorporated businesses. Both of these are managed by immediate family members of a former Company executive officer. For the years ended June 30, 2023 and 2022 , payments related to sponsorship and marketing services totaled $ 0.4 million and $ 0.3 million, respectively. We made an additional payment related to sponsorship and marketing services to an immediate family member of a former Company executive officer in the year ended June 30, 2023 totaling $ 10 thousand. The Company has a revenue sharing agreement with Sonoma Brands Partners II, LLC where a portion of B.R. Cohn and Clos Pegase sales during various events throughout the year go to Sonoma Brands Partners II, LLC. Sonoma Brands Partners II, LLC is managed by a member of the Company's board of directors. For the years ended June 30, 2023 and 2022 , payments to Sonoma Brands Partners II, LLC totaled $ 0.2 million per year. Financial Advisory Agreement In April 2022, the Company entered into an arrangement with Global Leisure Partners LLC ("GLP") to act as a financial advisor to the Company in connection with its exploration of acquisitions, mergers, investments and other strategic matters. A director of the Company having the authority to establish policies and make decisions is an executive of GLP. Although members of the board of directors are typically independent from management, members of the board of directors would be considered management based on the definition of management in ASC 850, Related Party Disclosures . P ayments to GLP in respect of capital markets and mergers and acquisitions matters totaled $ 0.2 million and $ 0.1 million for the years ended June 30, 2023 and 2022, respectively. |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 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. | 16. Income Taxes The components of (loss) income from continuing operations before provision for income taxes are as follows: June 30, (in thousands) 2023 2022 United States $ ( 221,589 ) $ 21 Total $ ( 221,589 ) $ 21 The components of the (benefit) provision for income taxes are as follows: June 30, (in thousands) 2023 2022 Federal $ - $ - State 374 80 374 80 Deferred tax expense (benefit) Federal ( 25,290 ) 496 State ( 6,444 ) 147 ( 31,734 ) 643 Total (benefit) provision for income taxes $ ( 31,360 ) $ 723 The Company's effective tax rate for the year ended June 30, 2023 , differs from the 21 % U.S. federal statutory rate primarily due to stock based compensation, state taxes, goodwill impairment and changes in valuation allowance. A reconciliation of income tax (benefit) expense to the federal rate of 21% is as follows: June 30, June 30, (in thousands) 2023 2022 2023 2022 Income taxes at statutory rate $ ( 46,512 ) $ 5 21.0 % 21.0 % State taxes ( 10,510 ) 266 4.7 % 75.5 % Goodwill impairment 10,559 - - 4.8 % 0.0 % Valuation allowance 15,395 - - 6.9 % 0.0 % Stock-based compensation 940 179 - 0.4 % 121.1 % Other, net ( 1,232 ) 273 0.6 % 59.1 % Total (benefit) provision for income taxes $ ( 31,360 ) $ 723 14.2 % 276.7 % Deferred tax assets and liabilities are summarized as follows: June 30, (in thousands) 2023 2022 Deferred tax assets: Accruals $ 1,159 $ 946 Captive 504 559 Operating loss carryforwards 18,000 13,708 Lease liability 9,195 - Inventories 657 1,673 Investments - - Intangibles 9,928 - Interest 5,401 1,933 Stock compensation 1,579 1,081 Research and development tax credit carry forwards, net of uncertain tax position 3,793 3,793 Other 2,414 747 Deferred tax assets 52,630 24,440 Deferred tax liabilities: Property, plant and equipment ( 24,624 ) ( 30,045 ) Prepaid expenses ( 872 ) ( 728 ) Intangible assets - ( 17,186 ) Right of use ( 9,169 ) - Investments ( 2,038 ) ( 2,830 ) Inventories - ( 1,530 ) Change in accounting method ( 1,038 ) ( 1,446 ) Deferred tax liabilities ( 37,741 ) ( 53,765 ) Valuation allowance ( 15,395 ) - Deferred tax liability, net $ ( 506 ) $ ( 29,325 ) The valuation allowance increased by $ 15.4 million for the tax year ended June 30, 2023 . As of June 30, 2023 , the Company has a federal R&D tax credit carryforward of $ 3.5 million, which will begin to expire in July 2043 . In addition, the Company has a California R&D tax credit carryforward of $ 2.4 million, which does not expire. As of June 30, 2023 , the Company had Federal net operating losses of $ 63.4 million which do not expire but are limited to 80% of taxable income. In addition, the Company has California net operating losses of $ 64.8 million which will begin to expire in the tax year of 2040 and an immaterial amount for the other states which will begin to expire in 2033 . The Company is subject to taxation in the United States and various states and local jurisdictions. As of June 30, 2023, the Company is no longer subject to U.S. federal examinations for years before fiscal 2018. As of June 30, 2023, the Company is no longer subject to U.S. state tax examinations for years before fiscal 2017. A reconciliation of the beginning and ending balances of unrecognized tax benefit is as follows: June 30, (in thousands) 2023 2022 Balance, beginning of period $ 1,978 $ 1,835 Tax position taken in prior period: Gross increases 46 143 Gross decreases - - Tax position taken in current period: Gross increases - - Gross decreases - - Lapse of statute of limitations - - Settlements - - Balance, end of period $ 2,024 $ 1,978 As of June 30, 2023 , the Company had $ 2 million in unrecognized income tax benefits and there were immaterial increases to the Company’s unrecognized tax benefits during the year. The Company does not anticipate any material decreases to unrecognized tax benefit during the next 12 months. The Company’s policy is to classify interest and penalties associated with unrecognized tax benefits as income tax expense. The Company had no accrued interest or penalty associated with uncertain tax benefit. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 17. Employee Benefit Plan A 401(k) plan is provided that covers substantially all employees meeting certain age and service requirements. We make discretionary contributions to the 401(k) plan. We recorded matching contributions of $ 1.5 million and $ 1.4 million, respectively for the years ended June 30, 2023 and 2022 . |
Segments
Segments | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 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 revenues $ 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 revenues $ 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. | 18. Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. Segment results are presented in the same manner as we present our operations internally to make operating decisions and assess performance. Financial performance is reported in three segments: Wholesale, Direct-to-Consumer, and Business-to-Business. Wholesale —We sell our wine, spirits and cider to wholesale distributors under purchase orders. Wholesale operations generate revenue from product sold to distributors, who then sell them off to off-premise retail locations such as grocery stores, wine clubs, specialty and multi-national retail chains, as well as on-premise locations such as restaurants and bars. We pay depletion and marketing allowances to certain distributors, based on sale s to their custo mers, or the allowance is netted directly against the purchase price. When recording a sale to the distributor, a depletion and marketing allowance liability is recorded to accrued liabilities and sales are reported net of those expenses. Depletion and marketing allowance payments are made when completed incentive program payment requests are received from the customers or are net of initial pricing. Depletion and marketing allowance payments reduce the accrued liability. For the years ended June 30, 2023 and 2022 we recorded $ 0.9 million and $ 1.9 million respectively, as a reduction in sales on the consolidated statements of operations and comprehensive income (loss) related to depletions. As of June 30, 2023 and 2022 , we recorded a depletion allowance and marketing liability in the amount of $ 0.6 million and $ 0.3 million, respectively, which is included as a component of other accrued expenses in accrued liabilities and other payables on the consolidated balance sheets. Estimates are based on historical and projected experience for each type of program or customer. Direct-to-Consumer — We sell our wine and other merchandise directly to consumers through wine club memberships, at wineries’ tasting rooms, at wine tasting events, and through eCommerce. Winery estates hold various public and private events for customers and our wine club members. Upfront consideration received from the sale of tickets or under private event contracts for future events is recorded as deferred revenue. The Company recognizes event revenue on the date the event is held. Business-to-Business — Our Business-to-Business sales channel generates revenue primarily from the sale of private label wines and spirits, and custom services, such as fermentation, barrel aging, winemaking, procurement of dry goods, bottling and cased goods storage. Annually, we work with our national retail partners to develop private label wines incremental to their wholesale channel businesses. These services are made under contracts with customers, which includes specific protocols, pricing, and payment terms. The customer retains title and control of the product during the process. Other — Other is included in the tables below for purposes of reconciliation of revenues and profit but is not considered a reportable segment. In 2022, included revenue from grape and bulk wine sales and storage services. In 2023 and going forward, these immaterial revenues are recorded in the B2B segment. We record corporate level expenses, non-direct selling expenses and other expenses not specifically allocated to the results of operations in Other. We have determined that operating income is the profit or loss measure that the CODM uses to make resource allocation decisions and evaluate segment performance. Operating income assists management in comparing the segment performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect the core operations and, therefore, are not included in measuring segment performance. We define operating profit as gross margin less operating expenses that are directly attributable to the segment. Selling expenses that can be directly attributable to the segment are allocated accordingly, as well as other factors including the re-measurements of contingent consideration and impairment of intangible assets and goodwill. However, centralized selling expenses and general and administrative expenses are not allocated to a segment as management does not believe such items directly reflect the core operations and therefore are not included in measuring segment performance. Excluding the property, plant, and equipment specific to assets located at our tasting facilities, and the customer relationships and intangible assets specific to the Sommelier acquisition, given the nature of our business, revenue-generating assets are utilized across segments, therefore, discrete financial information related to segment assets and other balance sheet data is not available and the information continues to be aggregated. Following is financial information related to operating segments: Year Ended June 30, 2023 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total Segment Results Net revenue $ 86,718 $ 83,369 $ 113,183 $ ( 42 ) $ 283,228 Income (loss) from operations $ ( 130,475 ) $ ( 18,286 ) $ 12,284 $ ( 72,340 ) $ ( 208,817 ) Year Ended June 30, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total Segment Results Net revenue $ 83,913 $ 92,201 $ 113,835 $ 2,886 $ 292,835 Income (loss) from operations $ 3,031 $ 15,995 $ 17,751 $ ( 44,688 ) $ ( 7,911 ) There was no inter-segment activity for any of the years presented. Depreciation expense recognized by operating segment is summarized below: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total For the years ended: 2023 $ 27 $ 1,111 $ 990 $ 1,898 $ 4,026 2022 $ 130 $ 1,121 $ 1,328 $ 793 $ 3,372 Amortization expense recognized by operating segment is summarized below: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total For the years ended: 2023 $ 2,514 $ 3,193 $ 1,537 $ 13 $ 7,257 2022 $ 1,657 $ 3,579 $ 712 $ - $ 5,948 All of our long-lived assets are located within the United States. |
Earnings Per Share
Earnings Per Share | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 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 | 19. Net Loss Per Share The following table presents the calculation of basic and diluted loss per share: June 30, (in thousands, except for per share amounts) 2023 2022 Net loss $ ( 190,229 ) $ ( 702 ) Less: loss allocable to noncontrolling interest ( 1,262 ) ( 277 ) Net loss allocable to common shareholders $ ( 188,967 ) $ ( 425 ) Numerator – Basic EPS Net loss allocable to common shareholders $ ( 188,967 ) $ ( 425 ) Net loss allocated to common shareholders $ ( 188,967 ) $ ( 425 ) Numerator – Diluted EPS Net loss allocated to common shareholders $ ( 188,967 ) $ ( 425 ) Net loss allocated to common shareholders $ ( 188,967 ) $ ( 425 ) Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 59,096,045 60,673,789 Denominator – Diluted Common Shares Weighted average common shares - Diluted 59,096,045 60,673,789 Net loss per share – basic: Common Shares $ ( 3.20 ) $ ( 0.01 ) Net loss per share – diluted: Common Shares $ ( 3.20 ) $ ( 0.01 ) The following securities have been excluded from the calculations of diluted earnings (loss) per share allocable to common shareholders because including them would have been antidilutive are, as follows: June 30, 2023 2022 Shares subject to warrants to purchase common stock 25,646,253 25,818,247 Shares subject to options to purchase common stock 2,869,837 3,503,527 Shares subject to restricted stock units 1,162,439 1,902,068 Total 29,678,529 31,223,842 |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 11. Subsequent Events Debt Amendment On October 12, 2023, the Company 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. | 20. Subsequent Events Debt Amendment On October 12, 2023, the Compa ny entered into a fourth amendment to the Second Amended and Restated Loan and Security Agreement (the “Fourth Amendment”) by and among the Company, the Borrowers, the Lenders party thereto, and Agent. The Fourth Amendment, among other things: (i) waives certain existing events of default relating to the Company’s failure to comply with the financial covenants and financial reporting requirements set forth in the Credit Agreement for prior fiscal periods; (ii) reduces the aggregate revolving commitment and the aggregate delayed draw term loan commitment to $ 200,000,000 and $ 38,100,000 , respectively; (iii) replaces the maximum debt to capitalization financial covenant with a minimum adjusted EBITDA financial covenant of not less than (1) $ 4,000,000 for the fiscal quarter ending September 30, 2023, (2) $ 17,000,000 for the two fiscal quarter period ending December 31, 2023, (3) $ 27,000,000 for the three fiscal quarter period ending March 31, 2024, (4) $ 34,000,000 for the four fiscal quarter period ending June 30, 2024, and (5) $ 35,000,000 for each four fiscal quarter period ending thereafter; (iv) adds a minimum liquidity covenant of $ 25,000,000 (or, for fiscal quarters ending in December, $ 15,000,000 ), which applies only for the fiscal quarters ending September 30, 2023 through and including December 31, 2024 (the “Covenant Modification Period”); (v) suspends the minimum fixed charge coverage ratio covenant for the fiscal quarters ending September 30, 2023 through and including June 30, 2024 and provides for a step-down of the minimum fixed charge coverage ratio to 1.00:1.00 for the remainder of the Covenant Modification Period; (vi) adds an equity cure right for the Company in the event of future breaches of the financial covenants; (vii) reduces revolver availability by (1) $ 15,000,000 during the months of February through September of each year and (2) $ 10,000,000 during the months of October through January of each year; (viii) suspends the exercise of incremental facilities during the Covenant Modification Period; (ix) restricts all permitted acquisitions during the term of the credit facilities, unless previously approved by the required Lenders; (x) increases in the applicable margin for all credit facilities to 3.00 % for SOFR Loans and 2.00 % for ABR Loans, which margins will step-up further if certain prepayments of the Term Loans are not made by certain dates prescribed in the Amendment; (xi) adds additional mandatory prepayments of (1) $ 10,000,000 by no later than March 31, 2024, (2) an additional $ 10,000,000 by no later than June 30, 2024 and (3) an additional $ 25,000,000 by no later than December 31, 2024; (xii) adds additional mandatory prepayments in the event that the Borrowers maintain a cash balance in excess of $ 20,000,000 ; (xiii) permits additional sales of certain real property with an aggregate appraised value of approximately $ 60,000,000 , in addition to related personal property assets; and (xiv) adds certain additional reporting requirements to Agent and the Lenders. Nasdaq Deficiency Notice On September 13, 2023, the Company received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer meets Nasdaq Listing Rule 5450(a)(1), which requires listed companies to maintain a minimum bid price of at least $ 1 per share. Nasdaq Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar days, or until March 11, 2024, in which to regain compliance with the minimum bid price requirement. If the Company evidences a closing bid price of at least $ 1 per share for a minimum of 10 consecutive business days during the 180-day compliance period, the Company will automatically regain compliance. In the event the Company does not regain compliance with the $ 1 bid price requirement by March 11, 2024, the Company may be eligible for consideration of a second 180-day compliance period. To qualify for this additional compliance period, the Company would be required to transfer the listing of the common stock to the Nasdaq Capital Market. To qualify, the Company must meet the continued listing requirement for the applicable market value of publicly held shares requirement and all other applicable initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement. In addition, the Company would also be required to notify Nasdaq of its intent to cure the minimum bid price deficiency. If the Company fails to regain compliance with the Nasdaq continued listing standards, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. The notification has no immediate effect on the listing of the Company’s common stock on Nasdaq. The Company intends to monitor the closing bid price of its common stock and consider its available options in the event the closing bid price of its common stock remains below $ 1 per share. Restructuring On July 20, 2023, the Company's executive officers, authorized by the Board of Directors (the "Board") to take such action, approved an organizational restructuring plan (the "Plan") to expand margin through simplification and improved execution, measurably reduce costs, improve cash management, monetize assets, reduce debt and grow revenue of its key brands. As part of the Plan, there was a reduction in force affecting approximately 25 roles, or 4 % of the workforce, which is expected to increase the Company's annualized cost savings to approximately $ 6 million, including the impact of the actions taken in March 2023, which was a reduction in force of approximately 20 roles. Cash expenditures for the reduction in force are estimated to be $ 6 million to $ 7 million, substantially all of which are related to employee severance and benefits costs. The majority of the expense is expected to be accrued in the first quarter of 2024. Executive Leadership Changes On July 20, 2023, the Company announced that the Board appointed Seth Kaufman, age 49, as the Company’s President and Chief Executive Officer, effective on or prior to October 30, 2023. In connection with such appointment, the Company entered into an Employment Agreement with Mr. Kaufman , pursuant to which the Company will pay an annualized base salary of $ 900 thousand, a target bonus of 80 % of base salary, which is guaranteed for fiscal 2024, and a signing bonus of $ 326 thousand payable in two equal lump sums on the 6-month and 12-month anniversary dates of his employment, respectively. Additionally, the Company awarded Mr. Kaufman a one-time grant of 4 million stock options, pursuant to the Company's 2021 Omnibus Incentive Plan (the "2021 Plan"), with each one-fourth of the granted options vesting over four years and being exercisable at $ 1.50 , $ 3.00 , $ 4.50 , and $ 6.00 per share respectively; 1 million time-vesting restricted stock units pursuant to the 2021 Plan, which vest over four years; and 2 million performance-vesting restricted stock units (the "PSUs") pursuant to the 2021 Plan, which vest over four years, provided that for each one-third of the granted PSUs, the Volume Weighted Average Price per share of the Company's common stock over a 30 day consecutive trading day period preceding an applicable vesting date is at least $ 2.00 , $ 4.00 , and $ 6.00 per share, respectively. On July 19, 2023, the Company and Terry Wheatley, President of VWE, entered into a Separation Agreement and Release of all Claims (the "Separation Agreement") whereby Ms. Wheatley voluntarily elected to resign from the Company. Pursuant to the terms of the Separation Agreement, the employment agreement between the Company and Ms. Wheatley effective June 7, 2021 (the "Prior Employment Agreement") was terminated and upon such termination the Company agreed to provide Ms. Wheatley her accrued but unpaid Base Salary and PTO (as defined in the Prior Employment Agreement) through July 19, 2023, and any vested amounts or benefits that she is entitled to receive under any plan, program, or policy, as described in Section 5.1 of the Prior Employment Agreement. Pursuant to the terms of the Separation Agreement, the Company agreed to pay Ms. Wheatley an amount equal to three years of her annual base salary, to be paid in monthly installments over twenty-four consecutive months, a one-time payment of $ 125 thousand and reimbursement for the cost of health insurance continuation coverage through December 31, 2023, if continuation coverage is elected by Ms. Wheatley. In addition, the Company agreed to use good faith reasonable efforts to enter into an asset purchase agreement for the sale to Ms. Wheatley of the Company’s intellectual property rights related to its "Purple Cowboy," "Wine Sisterhood" and "Gem & Jane" trademarks for a nominal price. The Company and Ms. Wheatley entered into an asset purchase agreement (the "Wheatley APA") effective as of September 17, 2023, whereby the Company sold Ms. Wheatley all of its intellectual property rights related to its "Purple Cowboy," "Wine Sisterhood" and "Gem+Jane" trademarks for a nominal sum. Pursuant to the Wheatley APA, the Company holds a worldwide, non-exclusive license to use the Purple Cowboy intellectual property ("IP") until June 30, 2024 for the purpose of liquidating its existing Purple Cowboy inventory. Pursuant to the Wheatley APA, Ms. Wheatley is required to purchase, by December 31, 2024, all Purple Cowboy inventory held by the Company that was not sold by June 30, 2024, at cost plus shipping charges. From September 17, 2023 to June 30, 2024, the Company has agreed to make sponsorship payments to “Tough Enough to Wear Pink” of all gross profits received from sales of inventory associated with the Purple Cowboy IP. The sponsorship payments are to be made at a rate of $ 20,000 per month with any adjustment needed to account for remaining gross profits not previously covered by the sponsorship payments to be made in the final payment in July 2024. In the event the sponsorship payments exceed the gross profits received by the Company from sales of Purple Cowboy inventory, Ms. Wheatley is required to refund such excess amount to the Company by July 30, 2024. Pursuant to the Wheatley APA, the Company holds a worldwide, partially non-exclusive and partially exclusive license to use the Wine Sisterhood IP for the purpose of liquidating, and until it has liquidated, its existing inventory associated with the Wine Sisterhood IP. Ms. Wheatley has also agreed to pay the Company a royalty of $1.00 per 9-liter case of “Gem+Jane” branded products sold for a period of three years from September 17, 2023. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include the accounts of all majority-owned or controlled subsidiaries, and all significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively. References to the "Company," "we," "our," "us," and similar pronouns in this prospectus 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 elsewhere in this prospectus. Except as disclosed elsewhere in this prospectus, 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. | |
Principles of Consolidation | Principles of Consolidation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries, including Sabotage Wine Company, LLC and Splinter Group Napa, LLC. All significant intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements. | |
Use of Estimates | Use of Estimates The preparation of 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. | Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Significant estimates include, but are not limited to, revenue recognized from the sale of wine, spirits and cider, accounting for income taxes, contingent consideration, the net realizable value of inventory, estimated fair values of intangible assets in acquisitions, intangible assets and goodwill for impairment, and stock-based compensation. |
Reclassifications | 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. | |
Reclassifications and Revisions | 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 prospectus affected by the restatement, including but not limited to the three months ended September 30, 2022, reflect such restated amounts. | Reclassifications and Revisions Subsequent to the issuance of the Company's financial statements for the year ended June 30, 2022, the Company discovered an error in its classification of purchase price for specific properties, which resulted in the Company overstating depreciable assets and the related depreciation expense for post-acquisition periods. Management has evaluated this misstatement, which understated property, plant and equipment, net and overstated inventories and related cost of revenue, and concluded it was not material to prior periods, individually or in the aggregate. However, correcting the cumulative effect of the error in the fiscal 2023 interim period would have had a material effect on the results of operations for such periods. Therefore, the Company is revising the relevant prior period consolidated financial statements and related footnotes for this error and other immaterial out-of-period items for comparative purposes. The Company will also correct previously reported financial information for such immaterial errors in future filings, as applicable, and certain prior year amounts have been reclassified for consistency with the current year presentation. Additionally, comparative prior period amounts in the applicable notes to the consolidated financial statements have been revised and our beginning accumulated deficit was increased by $ 0.7 million, net of a tax benefit of $ 0.3 million, as a consequence of the immaterial impact of the identified errors to periods prior to July 1, 2021. Regarding our previously reported consolidated balance sheet as of June 30, 2022, the following table presents the impact of certain immaterial out-of-period items, reclassifications and other adjustments including but not limited to: (i) $ 1.8 million reclassification from restricted cash to cash and cash equivalents as well as $ 0.7 million reclassification for outstanding checks between cash and cash equivalents and accounts payable; (ii) $ 1.9 million non-recurring adjustment to prepaid expenses and other current assets related to the formation of VWE Captive, LLC; (iii) $ 2.6 million adjustment to property, plant and equipment, net due to an overstatement of depreciation expense arising from the incorrect classification of assets as part of historical purchase price allocations; (iv) $ 1.5 million reclassification between property, plant and equipment and inventories related to specific spirits barrels; (v) $ 1.3 million adjustment to intangible assets, net due to impairment; (vi) $ 2.1 million non-recurring adjustment to accrued liabilities and other payables for historical acquisitions; (vii) $ 1.8 million adjustment to additional paid-in capital and retained earnings due to overstatement of stock-based compensation expense arising from an incorrect service period used in expense recognition; and (viii) $ 0.7 million adjustment to accumulated deficit due to a prior year equity reduction of $ 0.7 million primarily due to a non-recurring adjustment for historical acquisitions of $ 1.6 million, offset by $ 0.9 million for adjustment to property, plant and equipment, net due to overstatement of depreciation expense. CONSOLIDATED BALANCE SHEET June 30, 2022 (in thousands) As Previously Reported Adjustments As Revised Assets Current assets: Cash and cash equivalents $ 43,692 $ 1,066 $ 44,758 Restricted cash 6,600 ( 1,800 ) 4,800 Accounts receivable, net 38,192 ( 323 ) 37,869 Inventories 192,102 820 192,922 Prepaid expenses and other current assets 13,394 ( 1,530 ) 11,864 Total current assets 300,723 ( 1,767 ) 298,956 Property, plant, and equipment, net 236,100 2,619 238,719 Intangible assets, net 64,377 ( 1,280 ) 63,097 Total assets $ 765,895 $ ( 428 ) $ 765,467 Liabilities, redeemable noncontrolling interest, and stockholders' equity Current liabilities: Accounts payable $ 13,947 $ ( 474 ) $ 13,473 Accrued liabilities and other payables 24,204 2,793 26,997 Total current liabilities 197,275 2,319 199,594 Other long-term liabilities 6,491 564 7,055 Deferred tax liability 29,979 ( 654 ) 29,325 Total liabilities 413,506 2,229 415,735 Redeemable noncontrolling interest 1,663 ( 169 ) 1,494 Stockholders' equity: Additional paid-in capital 377,897 ( 1,798 ) 376,099 Accumulated deficit ( 571 ) ( 521 ) ( 1,092 ) Total Vintage Wine Estates, Inc. stockholders' equity 351,292 ( 2,319 ) 348,973 Noncontrolling interests ( 566 ) ( 169 ) ( 735 ) Total stockholders' equity 350,726 ( 2,488 ) 348,238 Total liabilities, redeemable noncontrolling interest, and stockholders' equity $ 765,895 $ ( 428 ) $ 765,467 Regarding the previously reported consolidated statement of operations for the year ended June 30, 2022, the following table presents the impact of certain immaterial out-of-period adjustments and reclassifications including but not limited to: (i) $ 1.3 million adjustment to intangible assets, net and retained earnings due to impairment recognized in 2022; (ii) $ 1.8 million adjustment to additional paid-in capital and selling, general, and administrative expenses due to overstatement of stock-based compensation expense arising from an incorrect service period used in expense recognition. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended June 30, 2022 (in thousands, except share and per share amounts) As Previously Reported Adjustments As Revised Net revenues Wine, spirits and cider $ 208,954 ( 935 ) $ 208,019 Total net revenues 293,770 ( 935 ) 292,835 Cost of revenues Wine, spirits and cider 151,117 ( 283 ) 150,834 Nonwine 52,698 390 53,088 Total cost of revenues 203,815 107 203,922 Gross profit 89,955 ( 1,042 ) 88,913 Selling, general, and administrative expenses 105,296 ( 8,318 ) 96,978 Amortization Expense - 5,948 5,948 Impairment of intangible assets - 1,281 1,281 Loss on sale of property, plant, and equipment 485 ( 119 ) 366 Gain on remeasurement of contingent consideration liabilities ( 3,570 ) 155 ( 3,415 ) Loss from operations ( 7,922 ) 11 ( 7,911 ) Other income Net unrealized gain on interest rate swap agreements 22,950 ( 372 ) 22,578 Total other income, net 8,304 ( 372 ) 7,932 Income before provision for income taxes 382 ( 361 ) 21 Income tax provision 1,061 ( 338 ) 723 Net loss ( 679 ) ( 23 ) ( 702 ) Net loss attributable to the noncontrolling interests ( 108 ) ( 169 ) ( 277 ) Net loss attributable to Vintage Wine Estates, Inc. ( 571 ) 146 ( 425 ) Net loss allocable to common stockholders $ ( 571 ) $ 146 $ ( 425 ) Net loss per share allocable to common stockholders Basic $ ( 0.01 ) $ 0.00 $ ( 0.01 ) Diluted $ ( 0.01 ) $ 0.00 $ ( 0.01 ) The following table presents the impact of the adjustments and reclassifications discussed above on the consolidated cash flow statement for the year ended June 30, 2022: CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended June 30, 2022 (in thousands) As Previously Reported Adjustments As Revised Cash flows from operating activities Net loss $ ( 679 ) $ ( 23 ) $ ( 702 ) Adjustments to reconcile net loss to net cash from operating activities: Depreciation and amortization expense 23,930 ( 23,930 ) - Depreciation expense - 15,248 15,248 Amortization expense - 6,343 6,343 Goodwill and intangible assets impairment expense - 1,281 1,281 Amortization of deferred loan fees and line of credit fees 394 ( 394 ) - Amortization of label design fees 973 ( 973 ) - Stock-based compensation expense 6,915 ( 1,799 ) 5,116 Provision for doubtful accounts ( 22 ) ( 272 ) ( 294 ) Remeasurement of contingent consideration liabilities ( 3,570 ) 155 ( 3,415 ) Net unrealized gain on interest rate swap agreements ( 22,950 ) 372 ( 22,578 ) Provision for deferred income tax 981 ( 338 ) 643 Loss on disposition of assets 485 ( 119 ) 366 Change in operating assets and liabilities (net of effect of business combinations): Accounts receivable ( 13,183 ) 595 ( 12,588 ) Inventories 18,075 387 18,462 Prepaid expenses and other current assets ( 4,656 ) 1,529 ( 3,127 ) Other assets ( 2,464 ) ( 143 ) ( 2,607 ) Accounts payable ( 7,795 ) 260 ( 7,535 ) Accrued liabilities and other payables ( 2,217 ) 2,514 297 Other - ( 836 ) ( 836 ) Net cash provided by operating activities 15,982 ( 143 ) 15,839 Cash flows from investing activities Label design expenditures ( 143 ) 143 - Net cash used in investing activities ( 98,505 ) 143 ( 98,362 ) Cash flows from financing activities Outstanding checks in excess of cash 1,759 ( 734 ) 1,025 Net cash provided by financing activities 9,136 ( 734 ) 8,402 Net change in cash, cash equivalents and restricted cash ( 73,387 ) ( 734 ) ( 74,121 ) Cash, cash equivalents and restricted cash, end of year $ 50,292 $ ( 734 ) $ 49,558 Supplemental cash flow information Noncash investing and financing activities: Acquisition of assets under capital leases $ - $ ( 692 ) $ ( 692 ) |
Cash | Cash and Cash Equivalents Cash consists of deposits held at financial institutions. Cash equivalents consists of money market accounts. | |
Restricted Cash | Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sums to the total of the same such amounts as shown in the consolidated statements of cash flows: (in thousands) June 30, 2023 June 30, 2022 Cash and cash equivalents $ 18,233 $ 44,758 Restricted cash - 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows $ 18,233 $ 49,558 In connection with the amended and restated loan and security agreement (see Note 11), the Company entered into a Deposit Control Agreement which required $ 4.8 million of the total cash received to be placed into a restricted cash collateral account, subject to release upon the completion of certain construction work and certificates of occupancy associated with the Hopland facility. In July 2022, the Deposit Control Agreement was terminated upon certification that the conditions related to the Hopland facility were satisfied and the underlying cash restrictions were lifted. | |
Accounts Receivable and Allowance for Credit Losses | 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. | Accounts Receivable and Allowance for Credit Losses The Company adopted Accounting Standards Update ("ASU") ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, and its related amendments as of July 1, 2022, see “Recently Adopted Accounting Pronouncements” below. Accounts receivable are recorded at the invoiced amount. We consider an account past due on the first day following its due date. We monitor past due accounts periodically, establish appropriate reserves to cover expected losses and consider historical loss rates over customer groupings with similar risk characteristics to develop our allowance for expected credit losses. We review these factors quarterly to determine if any adjustments are needed to the allowance. Account balances are written-off against the established allowance when we feel it is probable the receivable will not be recovered. The reserve for credit losses and the provision for the allowance for credit losses were insignificant for the year ended June 30, 2023 and $ 0.4 million for the year ended June 30, 2022, We do not accrue interest on past-due amounts. The accounts written off were immaterial for the years ended June 30, 2023 and 2022, respectively . Other receivables include insurance-related receivables, income tax receivables and other miscellaneous receivables. |
Inventories | Inventories 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. | Inventories Inventories of bulk and bottled wines, spirits, and ciders and inventories of non-wine products and bottling and packaging supplies are valued at the lower of cost using the FIFO method or net realizable value. Costs associated with winemaking and other costs associated with the manufacturing of products for resale are recorded as inventory. Net realizable value is the value of an asset that can be realized upon the sale of the asset, less a reasonable estimate of the costs associated with either the eventual sale or the disposal of the asset in question. Inventories are classified as current assets in accordance with recognized industry practice, although most wines and spirits are aged for periods longer than one year. |
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. | |
Assets Held for Sale | Assets Held for Sale The Company classifies an asset group ("asset") as held for sale in the period that (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year (subject to certain events or circumstances), (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially and subsequently measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in loss from operations in the period in which the held for sale criteria are met. Conversely, gains are generally not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation or amortization expense on the asset. The Company assesses the fair value of assets held for sale less any costs to sell at each reporting period until the asset is no longer classified as held for sale. | |
Property, Pant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the asset’s estimated useful life or the life of the related lease. Costs of maintenance and repairs are charged to expense as incurred; significant renewals and betterments are capitalized. Vineyard development costs, including certain cultural costs for continuing cultivation of vines not yet bearing fruit, are capitalized. Depreciation of vineyard development costs commences when commercial grape yields are achieved, generally in the third year after planting. Estimated useful lives are generally as follows: Buildings and improvements 10 - 39 years Cooperage 3 - 5 years Furniture and equipment 3 - 10 years Machinery and equipment 5 - 20 years Vineyards 7 - 10 years Loss on Sale of Assets Loss on sale of assets for the years ended June 30, 2023 and June 30, 2022 was $ 8.3 million and $ 0.4 million, respectively. As part of our simplification efforts, on June 29, 2023, the Company completed its sale of the assets of The Sommelier Company for a negligible amount of proceeds and an estimated earnout of $ 0.3 million. As a result of the sale, the Company recognized a loss on sale of assets of $ 9.7 million, of which $ 9 million was goodwill. The Company also sold Laetitia assets and incurred a loss of $ 4.5 million. These were partially offset by the Tenma Vineyard sale, in the quarter ended March 31, 2023, where we recognized a gain on the sale of assets of $ 6.1 million. | |
Loss on Sale of Assets | Loss on Sale of Assets Loss on sale of assets for the years ended June 30, 2023 and June 30, 2022 was $ 8.3 million and $ 0.4 million, respectively. As part of our simplification efforts, on June 29, 2023, the Company completed its sale of the assets of The Sommelier Company for a negligible amount of proceeds and an estimated earnout of $ 0.3 million. As a result of the sale, the Company recognized a loss on sale of assets of $ 9.7 million, of which $ 9 million was goodwill. The Company also sold Laetitia assets and incurred a loss of $ 4.5 million. These were partially offset by the Tenma Vineyard sale, in the quarter ended March 31, 2023, where we recognized a gain on the sale of assets of $ 6.1 million. | |
Sale-leaseback Transaction | Sale-leaseback Transaction Prior to the adoption of ASC 842, Leases , we accounted for the sale and leaseback of vineyards under ASC 840, Sale-Leaseback Accounting of Real Estate . Given we were considered to retain more than a minor part, but less than substantially all of the use of the property, a gain was recognized to the extent it exceeded the present value of the leaseback payments. Any gain that was less than or equal to the present value of the leaseback payments was deferred and amortized on a straight-line basis over the leaseback term. We derecognized the asset from our consolidated balance sheet at the sale closing. The gain is essentially a reduction to offset the future lease payment. The deferred gain was $ 10.7 million as of June 30, 2022 . In accordance with the guidance, with the adoption of ASC 842 on July 1, 2022, the deferred gain of $ 10.7 million, net of tax effect of $ 2.9 million, was recognized as a cumulative-effect adjustment to equity. | |
Leases | Leases The Company adopted ASU 2016-02, Leases ("Topic 842") and its related amendments as of July 1, 2022, see “Recently Adopted Accounting Pronouncements” below. The Company has both operating leases and finance leases. The Company’s non-cancelable leases for winery facilities, vineyards, corporate and administrative offices, tasting rooms, and some equipment are classified as operating leases. The Company’s non-cancelable leases for certain equipment that include a bargain purchase option at the end of the lease term are classified as finance leases. The Company recognizes a right of use (“ROU”) asset representing its right to use the underlying asset for the lease term on the consolidated balance sheet and related lease liabilities representing its obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The ROU asset also includes adjustments for lease incentives receivable, deferred rent and prepaid rent when applicable. The Company’s lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. The Company has made an accounting policy election not to recognize ROU assets and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less. However, the Company will recognize these lease payments in the consolidated statements of operations and comprehensive income/(loss) on a straight-line basis over the lease term and variable lease payments in the period in which the obligation is incurred. Lease expense for operating leases is recognized on a straight-line basis over the lease term. For finance leases, the right-of-use asset is amortized to amortization expense and interest expense is recorded in connection with the lease liability. Payments under lease arrangements are primarily fixed, however, most lease agreements also contain some variable payments. Variable lease payments other than those that depend on an index or a rate are expensed as incurred and not incl uded in the operating lease ROU assets and lease liabilities. These amounts primarily include payments for taxes, parking and common area expenses. See Note 9. | |
Business Combinations | Business Combinations Business combinations are accounted for under Accounting Standards Codification (“ASC”) 805—Business Combinations, using the acquisition method of accounting under which all acquired tangible and identifiable intangible assets and assumed liabilities and applicable noncontrolling interests are recognized at fair value as of the respective acquisition date, while the costs associated with the acquisition of a business are expensed as incurred. The allocation of purchase consideration requires management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates can include, but are not limited to, a market participant’s expectation of future cash flows from acquired customers, acquired trade names, useful lives of acquired assets, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from such estimates. During the measurement period, which is no longer than one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. Upon the conclusion of the measurement period, any subsequent adjustments are recognized in operations. | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill arises from business combinations and is determined as the excess of the fair value of consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized. It is tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change in a way to indicate that there has been a potential decline in the fair value of a reporting unit. The Company performs its annual impairment testing in its fourth quarter. There were impairment charges for goodwill during the fourth and second quarters of the year ended June 30, 2023. As a result, the goodwill balance as of June 30, 2023 is zero . See Note 6 for additional information. Intangible assets represent purchased assets consisting of both indefinite and finite-lived intangible assets. Certain criteria are used in determining whether intangible assets acquired in a business combination must be recognized and reported separately. Our indefinite-lived intangible assets, representing trade names, trademarks and winery use permits, are initially recognized at fair value and subsequently stated at adjusted costs, net of any recognized impairments. The indefinite-lived assets are not subject to amortization. Finite-lived intangible assets, comprised of customer relationships, trade names and trademarks, are amortized using a method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used. If that pattern cannot be reliably determined, the intangible assets are amortized using the straight-line method over their estimated useful lives and are tested for impairment along with other long-lived assets. Amortization related to the finite-lived assets is included in loss from operations. Intangible assets are reviewed annually for impairment, as of the end of the reporting period, or sooner if events or circumstances indicate the carrying amount of the asset may not be recoverable. There were impairment charges for trade names and trademarks during the second and fourth quarters of the year ended June 30, 2023. See Note 6 for additional information. | |
Label and Package Design Costs | Label and Package Design Costs Label and package design costs are capitalized and generally amortized over an estimated useful life of two years . Amortization of label and packaging design costs are included in selling, general and administrative expenses and were $ 0.4 million a nd $ 1.0 million for the years ended June 30, 2023 and 2022 , respectively. | |
Long-Lived Assets | Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying amount of such assets or intangible assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asse t. No impairment loss was recognized for long-lived assets during the years ended June 30, 2023 and 2022 . | |
Contingent Consideration Liabilities | Contingent Consideration Liabilities Contingent consideration liabilities are recorded at fair value when incurred in a business combination. The fair value of these estimates are based on available historical information and on future expectations of actions we may undertake in the future. These estimated liabilities are re-measured at each reporting date with the change in fair value recognized as an operating expense in the Company’s consolidated statements of operations. Subsequent changes in the fair value of the contingent consideration are classified as an adjustment to cash flows from operating activities in the consolidated statements of cash flows because the change in fair value is an input in determining net loss. Cash paid in settlement of contingent consideration liabilities are classified as cash flows from financing activities up to the acquisition date fair value with any excess classified as cash flows from operating activities. Changes in the fair value of contingent consideration liabilities associated with the acquisition of a business can result from updates to assumptions such as the expected timing or probability of achieving customer related performance targets, specified sales milestones, changes in unresolved claims, projected revenue or changes in discount rates. Significant judgment is used in determining those assumptions as of the acquisition date and for each subsequent reporting period. Therefore, any changes in the fair value will impact our results of operations in such reporting period, thereby resulting in potential variability in our operating results until such contingencies are resolved. | |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs incurred in connection with obtaining new term loans are amortized over the term of the arrangement and recognized as a direct reduction in the carrying amount of the related debt instruments. Amortization of deferred loan fees is included in interest expense on the consolidated statements of operations and are amortized to interest expense over the term of the related debt using the effective interest method. Debt issu ance costs capitalized were $ 0.9 million for the year ended June 30, 2023 . No debt issuance costs were capitalized for the year ended June 30, 2022 . Amortization expense related to debt issuance fees were $ 0.7 million and $ 0.3 million for the years ended June 30, 2023 and 2022 , respectively. If existing financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense. | |
Line Of Credit Fees | Line of Credit Fees Costs incurred in connection with obtaining new debt financing specific to the line of credit are deferred and amortized over the life of the related financing. If such financing is settled or replaced prior to maturity with debt instruments that have substantially different terms, the settlement is treated as an extinguishment and the unamortized costs are charged to gain or loss on extinguishment of debt. Similar to the treatment of deferred financing costs, if existing financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense. S ee Note 11. Deferred line of credit fees are recognized as a component of prepaid expenses and other current assets and are amortized to interest expense over the term of the related debt using the effective interest method. $ 2.5 million line of credit fees were capitalized in the year ended June 30, 2023 . No line of credit fees were capitalized in 2022. Amortization expense related to line of credit fees were $ 0.5 million and $ 0.1 million for the years ended June 30, 2023 and 2022 , respectively. | |
Interest Rate Swap Agreements | I nterest Rate Swap Agreements GAAP requires that an entity recognize derivatives that are recorded as either an asset or a liability are measured at fair value at each reporting period. The Company has entered into interest rate swap agreements as a means of managing its interest rate exposure on its debt obligations. These agreements mitigate our exposure to interest rate fluctuations on our variable rate obligations. We have not designated these agreements as cash-flow hedges. Accordingly, changes in the fair value of the interest rate swaps are included in the consolidated statements of operations as a component of other income (expense). We do not enter into financial instruments for trading or speculative purposes. | |
Noncontrolling Interests and Redeemable Non-controlling Interest | Noncontrolling Interests and Redeemable Noncontrolling Interest Noncontrolling interests represent the portion of profit or loss, net assets and comprehensive loss that is not allocable to the Company. The redeemable noncontrolling interest is contingently redeemable by the holders. The redeemable noncontrolling interests are not being accreted to their redemption amount as we do not deem redemption probable; notwithstanding, should the instruments redemption become probable, we will thereupon begin to accrete, to the earliest date the holders can demand redemption, the redemption amount. | |
Fair Value Measurements | Fair Value Measurements We determine fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In arriving at fair value, we use a hierarchy of inputs that maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 : Quoted prices in active markets for identical assets or liabilities. Level 2 : Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 : Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of June 30, 2023 and 2022, the carrying value of the current assets and liabilities approximates fair value due to the short-term maturities of these instruments. The fair value of our long-term variable rate debt approximates carrying value, excluding the effect of unamortized debt discount, as they are based on borrowing rates currently available to the Company for debt with similar terms and maturities (Level 2 inputs). Our contingent consideration and interest rate swap agreement are remeasured at fair value on a recurring basis as of June 30, 2023 and 2022 . | |
Revenue Recognition | Revenue Recognition Point in Time — Revenue is recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for its arrangements, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We recognize revenue when obligations under the terms of a contract with our customer are satisfied. Generally, this occurs when the product is shipped and title passes to the customer, and when control of the promised product or service is transferred to the customer. Our standard terms are free on board (“FOB”) shipping point, with no customer acceptance provisions. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. We account for shipping and handling as activities to fulfill our promise to transfer the associated products. Accordingly, we record amounts billed for shipping and handling costs as a component of net sales and classify such costs as a component of costs of sales. Our products are generally not sold with a right of return unless the product is spoiled or damaged. Historically, returns have not been significant to the Company. Over Time — Certain long-term contracts in our Business-to-Business ("B2B") segment are for custom wine making services and include services such as fermentation, barrel aging, procurement of dry goods, bottling and cased goods. Additionally, we provide storage services for wine inventory of various customers. We recognize revenue over time as the contract specific performance obligations are met. The Company elected to apply the "as-invoiced" practical expedient to such revenues, and as a result, will bypass estimating the variable transaction price. | |
Principal vs. Agent Considerations | Principal vs. Agent Considerations As part of our revenue recognition process, we evaluate whether we are the principal or agent for the performance obligations in our contracts with customers. When we determine that we are the principal for a performance obligation, we recognize revenue for that performance obligation on a gross basis. When we determine that we are an agent for a performance obligation, we recognize revenue for that performance obligation net of the related costs. In determining whether we are the principal or the agent, we evaluate whether we have control of the goods or services before we transfer the goods or services to the customer by considering whether we are primarily obligated for transferring the goods or services to the customer, whether we have inventory risk for the goods or services before the goods or services are transferred to the customer, and whether we have latitude in establishing prices. | |
Disaggregation of Revenue | Disaggregation of Revenue The following 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 | Disaggregation of Revenue The following tables summarize the revenue by region for the years ended June 30, 2023 and 2022: June 30, (in thousands) 2023 2022 United States $ 280,950 $ 286,414 International 2,278 6,421 Total net revenue $ 283,228 $ 292,835 The following table provides a disaggregation of revenue based on the pattern of revenue recognition for the years ended June 30, 2023 and 2022: June 30, (in thousands) 2023 2022 Point in time $ 236,313 $ 252,742 Over time 46,915 40,093 Total net revenue $ 283,228 $ 292,835 |
Concentrations of Risk | Concentrations of Risk Financial instruments that potentially expose us to significant concentrations of credit risk consist primarily of cash and trade accounts receivable. We maintain the majority of our cash balances at multiple financial institutions that management believes are of high-credit quality and financially stable. At times, we have cash deposited with major financial institutions in excess of the Federal Deposit Insurance Corporation ("FDIC") insurance limits. At June 30, 2023 and 2022 , we had $ 19.3 million and $ 49.0 million respectively, in four major financial institutions in excess of FDIC insurance limits. We attempt to limit our credit risk by performing ongoing credit evaluations of our customers and maintaining adequate allowances for potential credit losses. The following table summarizes customer concentration of net revenues: June 30, 2023 June 30, 2022 Revenue as a percent of total revenue Customer A 18.6 % 20.9 % The following table summarizes customer concentration of receivables: June 30, 2023 June 30, 2022 Receivables as a percent of total receivables Customer A 39.5 % 26.3 % Revenues fo r sales to Customer A are included within the Business-to-Business reportable segment. Note 18. | |
Shipping | Shipping Shipping and handling revenues are classified as wine, spirits and cider revenues. Shipping and handling costs are included in wine, spirits and cider cost of revenues. | |
Excise Taxes | Excise Taxes Excise taxes are levied by government agencies on beverages containing alcohol, including wine and spirits. These taxes are not collected from customers but are instead the responsibility of the Company. Applicable excise taxes are included in net revenues and were $ 15.8 million an d $ 11.2 million for the years ended June 30, 2023 and 2022 , respectively. | |
Sales Taxes | Sales Taxes Sales taxes are pass-through taxes that are collected from customers at the time of sale and remitted to governmental agencies by the Company. These amounts are not reflected as revenues. | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation provided to employees is recognized in the consolidated statement of operations and comprehensive income (loss) based on the grant date fair value of the awards. The fair value of restricted stock units is determined by the grant date market price of our common shares. The fair value of stock options is determined on the grant date using a Black-Scholes model or Monte Carlo simulation model, depending on the terms of the award. The determination of the grant date fair value of stock option awards granted is affected by a number of variables, including the fair value of the Company's common stock, the expected common stock price volatility over the life of the awards, the expected term of the stock option, risk-free interest rates and the expected dividend yield of the Company's common stock. Due to the Company's limited trading history since becoming a public company on June 7, 2021, the Company derived its volatility from the average historical stock volatilities of several peer public companies over a period equivalent to the expected term of the awards. The compensation expense recognized for stock-based awards is net of estimated forfeitures and is recognized ratably over the service period of the awards. Al l income tax effects of stock-based awards are recognized in the consolidated statements of operations and comprehensive income (loss) as awards vest or are settled. We record stock-based compensation expense in selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). | |
Advertising | Advertising Advertising costs are expensed either as the costs are incurred or the first time the advertising takes place. Advertising expense was $ 4.6 million and $ 5.2 million for the years ended June 30, 2023 and 2022 , respectively. | |
Casualty Gains | Casualty Gains In relation to various 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. | Casualty Gains In relation to various events related to weather and wildfires, the Company received insurance and litigation proceeds of $ 2.3 million and $ 3.0 million for the years ended June 30, 2023 and 2022, respectively. |
Income Taxes | Income Taxes Deferred income taxes are determined using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the expected recognition of a deferred income tax asset is unlikely. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement. We recognize interest and penalties related to income tax matters as a component of income tax expense | |
Comprehensive Income or Loss | Comprehensive Income or Loss We had no items of comprehensive income or loss other than net income (loss) for the years ended June 30, 2023 and 2022. Therefore, a separate statement of comprehensive income (loss ) has not been included in the accompanying consolidated financial statements. | |
Earnings Per Share | Earnings Per Share Basic 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. | Earnings Per Share Basic and diluted earnings per share allocable to common stockholders is presented in conformity with the two-class method required for participating securities. We considered our Series B stock to be participating securities as, in the event a dividend is paid on Series A stock, the holders of Series B stock would be entitled to receive dividends on a basis consistent with the Series A stockholders. The two-class method determines earnings per share for each class of common and participating securities according to dividends declared or accumulated as well as participation rights in undistributed earnings. The two-class method requires income available to stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Legacy VWE’s redeemable Series B stock was a participating security. Under the two-class method, any net loss attributable to common stockholders is not allocated to the Series B stock as the holders of the Series B stock did not have a contractual obligation to share in losses. Basic earnings per share is calculated by dividing the net income (loss) allocable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For purposes of the calculation of diluted earnings per share, stock options and warrants to purchase common stock are considered potentially dilutive securities but are excluded from the calculation of diluted earnings per share when their effect is antidilutive. As a result, in certain periods, diluted earnings per share is the same as basic earnings per share for the periods presented. The computation of net income (loss) available to Series A stockholders is computed by deducting the dividends declared, if any, and cumulative dividends, whether or not declared, in the period on Series B stock (whether paid or not) from the reported net income (loss). As the Merger has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of Legacy VWE’s consolidated financial statements, with the Legacy VWE Equity, which has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, BCAC. As a result, earnings per share was also restated for periods ended prior to the Merger. |
Self-Insurance | Self-Insurance On September 9, 2021, the Company formed VWE Captive, LLC, a wholly-owned captive insurance company ("Captive"), which became operational on October 1, 2021. The Company formed Captive to self-insure the first $ 10.0 million of claims, above which limit, the Company has secured insurance. The insurance policy protects us against a portion of our risk of loss related to earthquakes, floods and named wildfires and windstorms. During 2023, we added Directors and Officers insurance to self-insure the firs t $ 5.0 million of cla ims, above which limit, the Company has secured insurance. | |
Segment information | Segment Information We operate in three reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker (“CODM”), our 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. | Segment Information We operate in three reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker (“CODM”), our Chief Executive Officer, allocates resources and assesses performance based upon discrete financial information at the segment level. See Note 18. |
Emerging Growth Company Status | Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. | Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. |
Recently Adopted Accounting Pronouncements and Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In December 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-06: Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which defers the sunset date of ASU 2020-04: Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting from March 31, 2023 to December 31, 2024. ASU 2020-04 provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, to simplify the accounting for transitioning from the London Interbank Offered Rate, and other interbank offered rates expected to be discontinued, to alternative reference rates. After December 31, 2024, entities will no longer be permitted to apply the relief in Topic 848. The adoption of this ASU did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued Accounting Standards Codification 842 or "Topic 842", which supersedes the guidance in ASC 840, Leases. The new standard, as amended by subsequent ASUs on Topic 842 and recent extensions issued by the FASB in response to COVID-19, requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of its classification. Leases with a term of 12 months or less are accounted for in the Company's consolidated statements of operations. The Company adopted Topic 842 effective July 1, 2022 using the modified retrospective approach, whereby we recognized a transition adjustment at the effective date of Topic 842, rather than at the beginning of the earliest comparative period presented. Prior period information was not restated. In addition, the Company applied the package of transition practical expedients, which allows the Company to carryforward its population of existing leases, the classification of each lease and the treatment of initial direct costs as of the period of adoption. The Company did not elect the practical expedient related to hindsight analysis which allows a lessee to use hindsight in determining the lease term and in assessing impairment of the entity’s ROU assets. The Company identified the population of real estate and equipment leases to which the guidance applies and implemented changes in its systems, procedures and controls relating to how lease information is obtained, processed and analyzed. Upon adoption, the Company recognized $ 37.6 million in ROU assets that represent the Company's right to use the underlying assets for the lease term and $ 39.2 million in lease obligations that represent the Company's obligation to make lease payments arising from the lease. The ROU assets recognized upon adoption of Topic 842, included the reclassification of $ 2.1 million of deferred rent and $ 0.4 million of prepaid rent. In addition, a deferred gain related to a sale-leaseback transaction that occurred under ASC 840 of $ 7.7 million, net of taxes of $ 2.9 million, was reclassified to equity. See Note 9. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in more timely recognition of credit losses. The Company adopted ASU No. 2016-13, as amended effective July 1, 2022. We consider historical loss rates over customer groupings with similar risk characteristics to develop our allowance for expected credit losses. We review these factors quarterly to determine if any adjustments are needed to the allowance. The adoption of this guidance did not have a material impact on our consolidated financial statements. Recently Issued Accounting Pronouncements The recently issued accounting pronouncements are not expected to have an impact on the Company. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | ||
Schedule of Restatement of Previously Issued Condensed Consolidated Financial Statements | CONSOLIDATED BALANCE SHEET June 30, 2022 (in thousands) As Previously Reported Adjustments As Revised Assets Current assets: Cash and cash equivalents $ 43,692 $ 1,066 $ 44,758 Restricted cash 6,600 ( 1,800 ) 4,800 Accounts receivable, net 38,192 ( 323 ) 37,869 Inventories 192,102 820 192,922 Prepaid expenses and other current assets 13,394 ( 1,530 ) 11,864 Total current assets 300,723 ( 1,767 ) 298,956 Property, plant, and equipment, net 236,100 2,619 238,719 Intangible assets, net 64,377 ( 1,280 ) 63,097 Total assets $ 765,895 $ ( 428 ) $ 765,467 Liabilities, redeemable noncontrolling interest, and stockholders' equity Current liabilities: Accounts payable $ 13,947 $ ( 474 ) $ 13,473 Accrued liabilities and other payables 24,204 2,793 26,997 Total current liabilities 197,275 2,319 199,594 Other long-term liabilities 6,491 564 7,055 Deferred tax liability 29,979 ( 654 ) 29,325 Total liabilities 413,506 2,229 415,735 Redeemable noncontrolling interest 1,663 ( 169 ) 1,494 Stockholders' equity: Additional paid-in capital 377,897 ( 1,798 ) 376,099 Accumulated deficit ( 571 ) ( 521 ) ( 1,092 ) Total Vintage Wine Estates, Inc. stockholders' equity 351,292 ( 2,319 ) 348,973 Noncontrolling interests ( 566 ) ( 169 ) ( 735 ) Total stockholders' equity 350,726 ( 2,488 ) 348,238 Total liabilities, redeemable noncontrolling interest, and stockholders' equity $ 765,895 $ ( 428 ) $ 765,467 Regarding the previously reported consolidated statement of operations for the year ended June 30, 2022, the following table presents the impact of certain immaterial out-of-period adjustments and reclassifications including but not limited to: (i) $ 1.3 million adjustment to intangible assets, net and retained earnings due to impairment recognized in 2022; (ii) $ 1.8 million adjustment to additional paid-in capital and selling, general, and administrative expenses due to overstatement of stock-based compensation expense arising from an incorrect service period used in expense recognition. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended June 30, 2022 (in thousands, except share and per share amounts) As Previously Reported Adjustments As Revised Net revenues Wine, spirits and cider $ 208,954 ( 935 ) $ 208,019 Total net revenues 293,770 ( 935 ) 292,835 Cost of revenues Wine, spirits and cider 151,117 ( 283 ) 150,834 Nonwine 52,698 390 53,088 Total cost of revenues 203,815 107 203,922 Gross profit 89,955 ( 1,042 ) 88,913 Selling, general, and administrative expenses 105,296 ( 8,318 ) 96,978 Amortization Expense - 5,948 5,948 Impairment of intangible assets - 1,281 1,281 Loss on sale of property, plant, and equipment 485 ( 119 ) 366 Gain on remeasurement of contingent consideration liabilities ( 3,570 ) 155 ( 3,415 ) Loss from operations ( 7,922 ) 11 ( 7,911 ) Other income Net unrealized gain on interest rate swap agreements 22,950 ( 372 ) 22,578 Total other income, net 8,304 ( 372 ) 7,932 Income before provision for income taxes 382 ( 361 ) 21 Income tax provision 1,061 ( 338 ) 723 Net loss ( 679 ) ( 23 ) ( 702 ) Net loss attributable to the noncontrolling interests ( 108 ) ( 169 ) ( 277 ) Net loss attributable to Vintage Wine Estates, Inc. ( 571 ) 146 ( 425 ) Net loss allocable to common stockholders $ ( 571 ) $ 146 $ ( 425 ) Net loss per share allocable to common stockholders Basic $ ( 0.01 ) $ 0.00 $ ( 0.01 ) Diluted $ ( 0.01 ) $ 0.00 $ ( 0.01 ) The following table presents the impact of the adjustments and reclassifications discussed above on the consolidated cash flow statement for the year ended June 30, 2022: CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended June 30, 2022 (in thousands) As Previously Reported Adjustments As Revised Cash flows from operating activities Net loss $ ( 679 ) $ ( 23 ) $ ( 702 ) Adjustments to reconcile net loss to net cash from operating activities: Depreciation and amortization expense 23,930 ( 23,930 ) - Depreciation expense - 15,248 15,248 Amortization expense - 6,343 6,343 Goodwill and intangible assets impairment expense - 1,281 1,281 Amortization of deferred loan fees and line of credit fees 394 ( 394 ) - Amortization of label design fees 973 ( 973 ) - Stock-based compensation expense 6,915 ( 1,799 ) 5,116 Provision for doubtful accounts ( 22 ) ( 272 ) ( 294 ) Remeasurement of contingent consideration liabilities ( 3,570 ) 155 ( 3,415 ) Net unrealized gain on interest rate swap agreements ( 22,950 ) 372 ( 22,578 ) Provision for deferred income tax 981 ( 338 ) 643 Loss on disposition of assets 485 ( 119 ) 366 Change in operating assets and liabilities (net of effect of business combinations): Accounts receivable ( 13,183 ) 595 ( 12,588 ) Inventories 18,075 387 18,462 Prepaid expenses and other current assets ( 4,656 ) 1,529 ( 3,127 ) Other assets ( 2,464 ) ( 143 ) ( 2,607 ) Accounts payable ( 7,795 ) 260 ( 7,535 ) Accrued liabilities and other payables ( 2,217 ) 2,514 297 Other - ( 836 ) ( 836 ) Net cash provided by operating activities 15,982 ( 143 ) 15,839 Cash flows from investing activities Label design expenditures ( 143 ) 143 - Net cash used in investing activities ( 98,505 ) 143 ( 98,362 ) Cash flows from financing activities Outstanding checks in excess of cash 1,759 ( 734 ) 1,025 Net cash provided by financing activities 9,136 ( 734 ) 8,402 Net change in cash, cash equivalents and restricted cash ( 73,387 ) ( 734 ) ( 74,121 ) Cash, cash equivalents and restricted cash, end of year $ 50,292 $ ( 734 ) $ 49,558 Supplemental cash flow information Noncash investing and financing activities: Acquisition of assets under capital leases $ - $ ( 692 ) $ ( 692 ) | |
Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sums to the total of the same such amounts as shown in the consolidated statements of cash flows: (in thousands) June 30, 2023 June 30, 2022 Cash and cash equivalents $ 18,233 $ 44,758 Restricted cash - 4,800 Total cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows $ 18,233 $ 49,558 In connection with the amended and restated loan and security agreement (see Note 11), the Company entered into a Deposit Control Agreement which required $ 4.8 million of the total cash received to be placed into a restricted cash collateral account, subject to release upon the completion of certain construction work and certificates of occupancy associated with the Hopland facility. In July 2022, the Deposit Control Agreement was terminated upon certification that the conditions related to the Hopland facility were satisfied and the underlying cash restrictions were lifted. | |
Summary of Estimated Useful Lives | Estimated useful lives are generally as follows: Buildings and improvements 10 - 39 years Cooperage 3 - 5 years Furniture and equipment 3 - 10 years Machinery and equipment 5 - 20 years Vineyards 7 - 10 years | |
Summary of Revenue by Segment and Region | The following 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 tables summarize the revenue by region for the years ended June 30, 2023 and 2022: June 30, (in thousands) 2023 2022 United States $ 280,950 $ 286,414 International 2,278 6,421 Total net revenue $ 283,228 $ 292,835 |
Summary of Disaggregation of Revenue | The following table provides a disaggregation of revenue based on the pattern of revenue recognition: 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 | The following table provides a disaggregation of revenue based on the pattern of revenue recognition for the years ended June 30, 2023 and 2022: June 30, (in thousands) 2023 2022 Point in time $ 236,313 $ 252,742 Over time 46,915 40,093 Total net revenue $ 283,228 $ 292,835 |
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 | Inventory consists of the following: (in thousands) June 30, 2023 June 30, 2022 Bulk wine, spirits and cider $ 84,602 $ 88,978 Bottled wine, spirits and cider 100,075 86,785 Bottling and packaging supplies 15,690 16,328 Nonwine inventory 996 831 Total inventories $ 201,363 $ 192,922 |
Schedules of Customer Concentration Risk | The following table summarizes customer concentration of net revenues: June 30, 2023 June 30, 2022 Revenue as a percent of total revenue Customer A 18.6 % 20.9 % The following table summarizes customer concentration of receivables: June 30, 2023 June 30, 2022 Receivables as a percent of total receivables Customer A 39.5 % 26.3 % |
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 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Vinesse, LLC | |
Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired | The allocation of the consideration for the net assets acquired from the acquisition of Vinesse was as follows: (in thousands) Sources of financing Cash $ 14,000 Accrued other 600 Contingent consideration 2,400 Fair value of consideration 17,000 Assets acquired: Fixed assets 121 Inventory 2,502 Trade Names and Trademarks 1,200 Customer relationships 3,700 Total identifiable assets acquired 7,523 Goodwill $ 9,477 |
ACE Cider | |
Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired | The allocation of the consideration for the net assets acquired from the acquisition of ACE Cider were as follows: (in thousands) Sources of financing Cash $ 46,880 Accrued other 60 Contingent consideration 500 Fair value of consideration 47,440 Assets acquired: Fixed assets 4,205 Inventory 1,350 Trademarks 6,600 Customer relationships 14,300 Deferred tax liability ( 6,554 ) Total identifiable assets acquired 19,901 Goodwill $ 27,539 |
Meier's Wine Cellars, Inc | |
Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired | The allocation of the consideration for the net assets acquired from the acquisition of Meier's were as follows: (in thousands) Sources of financing Cash $ 12,500 Shares of common stock 10,521 Contingent consideration 4,900 Settlement of pre-existing relationship ( 125 ) Fair value of consideration 27,796 Assets acquired: Accounts receivable 3,669 Fixed assets 12,859 Inventory 4,280 Other assets 356 Trademarks 700 Customer relationships 6,400 Accounts payable and accrued expenses ( 2,682 ) Deferred tax liability ( 6,033 ) Total identifiable assets acquired 19,549 Goodwill $ 8,247 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | ||
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 | Inventory consists of the following: (in thousands) June 30, 2023 June 30, 2022 Bulk wine, spirits and cider $ 84,602 $ 88,978 Bottled wine, spirits and cider 100,075 86,785 Bottling and packaging supplies 15,690 16,328 Nonwine inventory 996 831 Total inventories $ 201,363 $ 192,922 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment Assets Held-for-Sale Disclosure [Abstract] | |
Schedule of Carrying Amounts of Assets Held for Sale | The carrying amounts of assets held for sale consists of the following: (in thousands) June 30, 2023 Tamarack Cellars property, plant and equipment held for sale $ 1,059 Less accumulated depreciation and amortization ( 548 ) Total assets held for sale $ 511 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consists of the following: (in thousands) June 30, 2023 June 30, 2022 Buildings and improvements $ 147,519 $ 139,223 Land 31,073 46,632 Machinery and equipment 81,807 77,676 Cooperage 11,078 10,165 Vineyards 9,960 12,860 Furniture and fixtures 1,509 1,754 282,946 288,310 Less accumulated depreciation ( 75,917 ) ( 66,987 ) 207,029 221,323 Construction in progress 8,938 17,396 $ 215,967 $ 238,719 |
Goodwill and Intangibles Asse_2
Goodwill and Intangibles Assets (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill by Reportable Segment | The following is a rollforward of the Company’s goodwill by reportable segment: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Total Balance at June 30, 2021 $ 88,808 $ 20,342 $ 745 $ 109,895 Additions from current year acquisitions 27,539 9,477 8,247 45,263 Measurement period adjustments ( 43 ) ( 153 ) ( 11 ) ( 207 ) Balance at June 30, 2022 116,304 29,666 8,981 154,951 Goodwill impairment ( 116,304 ) ( 20,673 ) ( 8,981 ) ( 145,958 ) Disposition of business - ( 8,993 ) - ( 8,993 ) Balance at June 30, 2023 $ - $ - $ - $ - |
Schedule of Components of Finite-Lived Intangible Assets, Accumulated Amortization, and Indefinite-Lived Assets | The components of finite-lived intangible assets, accumulated amortization, and indefinite-lived assets are as follows: June 30, 2023 (in thousands) Gross Accumulated Accumulated Impairment Losses Net Intangible Indefinite-life intangibles Trade names and trademarks $ 30,102 $ - $ ( 17,477 ) $ 12,625 Winery use permits 6,750 - - 6,750 Total Indefinite-life intangibles 36,852 - ( 17,477 ) 19,375 Definite-life intangibles Customer relationships 28,200 ( 9,812 ) - 18,388 Trade names and trademarks 1,900 ( 669 ) - 1,231 Total definite-life intangibles 30,100 ( 10,481 ) - 19,619 Total other intangible assets $ 66,952 $ ( 10,481 ) $ ( 17,477 ) $ 38,994 June 30, 2022 (in thousands) Gross Accumulated Accumulated Impairment Losses Net Intangible Indefinite-life intangibles Trade names and trademarks $ 30,203 $ - $ ( 1,281 ) $ 28,922 Winery use permits 6,750 - - 6,750 Total Indefinite-life intangibles 36,953 - ( 1,281 ) 35,672 Definite-life intangibles Customer and Sommelier relationships 30,700 ( 4,922 ) - 25,778 Trade names and trademarks 1,900 ( 253 ) - 1,647 Total definite-life intangibles 32,600 ( 5,175 ) - 27,425 Total other intangible assets $ 69,553 $ ( 5,175 ) $ ( 1,281 ) $ 63,097 |
Schedule Of Estimate The Fair Values Of Our Reporting Units And Trademark | The range of discount rates, long-term growth rates, EBITDA multiples and royalty rates we used to estimate the fair values of our reporting units (in relation to our goodwill impairment testing) and trademarks as of the December 31, 2022 impairment testing date for each reporting unit or trademark, were as follows: Discount Rate Long-Term Growth Rate EBITDA Multiple Royalty Rate Min Max Min Max Min Max Min Max Reporting units 13.5 % 14.0 % 3.0 % 5.0 % 10.0 x 14.0 x Trademarks 15.0 % 15.0 % 3.0 % 5.0 % 1.5 % 2.0 % The range of discount rates, long-term growth rates, EBITDA multiples and royalty rates we used to estimate the fair values of our reporting units (in relation to our goodwill impairment testing) and trademarks as of the June 30, 2023 impairment testing date for each reporting unit or trademark, were as follows: Discount Rate Long-Term Growth Rate EBITDA Multiple Royalty Rate Min Max Min Max Min Max Min Max Reporting unit 14.0 % 14.5 % 3.0 % 5.0 % 7 x 12.0 x Trademarks 15.5 % 15.5 % 3.0 % 5.0 % 1.5 % 2.0 % |
Estimated Future Amortization Expense for Finite-Lived Intangible Assets | As of June 30, 2023, the estimated future amortization expense for finite-lived intangible assets is as follows: (in thousands) 2024 $ 6,072 2025 5,047 2026 4,527 2027 3,179 2028 794 Total estimated amortization expense $ 19,619 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule Of Accrued Liabilities | The major classes of accrued liabilities are summarized as follows: (in thousands) June 30, 2023 June 30, 2022 Accrued purchases $ 1,555 $ 6,728 Accrued employee compensation 6,618 5,580 Other accrued expenses 9,459 8,867 Non related party accrued interest expense 563 429 Contingent consideration 4,811 2,710 Unearned Income 1,436 642 Captive insurance liabilities 1,844 2,041 Total Accrued liabilities and other payables $ 26,286 $ 26,997 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | ||
Summary of Fair Value Assets and Liabilities Measured on Recurring Basis | The following tables present assets and liabilities measured at fair value on a recurring basis: 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 tables present assets and liabilities measured at fair value on a recurring basis: June 30, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 9,874 $ - $ - $ 9,874 Interest rate swaps (1) - 8,986 - 8,986 Total $ 9,874 $ 8,986 $ - $ 18,860 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 8,656 $ 8,656 Total $ - $ - $ 8,656 $ 8,656 June 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 36,616 $ - $ - $ 36,616 Interest rate swaps (1) - 9,157 - 9,157 Total $ 36,616 $ 9,157 $ - $ 45,773 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 9,156 $ 9,156 Total $ - $ - $ 9,156 $ 9,156 (1) The fair value of interest rate swaps is estimated using a discounted cash flow analysis that considers the expected future cash flows of each interest rate swap. This analysis reflects the contractual terms of the interest rate swap, including the remaining period to maturity, and uses market-corroborated Level 2 inputs, including forward interest rate curves and implied interest rate volatilities. The fair value of an interest rate swap is estimated by discounting future fixed cash payments against the discounted expected variable cash receipts. The variable cash receipts are estimated based on an expectation of future interest rates derived from forward interest rate curves. The fair value of an interest rate swap also incorporates credit valuation adjustments to reflect the non-performance risk of the Company and the respective counterparty. (2) We assess the fair value of contingent consideration to be settled in cash related to acquisitions using probability weighted models for the various contractual earn-outs. These are Level 3 measurements. Significant unobservable inputs used in the estimated fair values of these contingent consideration liabilities include probabilities of achieving customer related performance targets, specified sales milestones, consulting milestones, changes in unresolved claims, projected revenue or changes in discount rates. |
Summary of Reconciliation of Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) | The following table provides a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): (in thousands) Contingent Balance at June 30, 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 following table provides a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): (in thousands) Contingent Balance at June 30, 2021 $ 4,631 Acquisitions 7,874 Payments ( 420 ) Change in fair value ( 2,929 ) Balance at June 30, 2022 9,156 Acquisitions - Dispositions ( 120 ) Payments ( 521 ) Change in fair value 141 Balance at June 30, 2023 8,656 Less: current portion ( 4,811 ) Long term portion $ 3,845 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The following table summarizes the components of lease expense: (in thousands) June 30, 2023 Operating lease expense $ 7,137 Finance lease expense Amortization of right-of-use assets 286 Interest on lease liabilities 33 Total finance lease expense 319 Variable lease expense 896 Short-term lease expense 234 Total lease expense $ 8,586 |
Schedule of Supplemental Balance Sheet Items Related to Leases | The following table summarizes supplemental balance sheet items related to leases: (in thousands) June 30, 2023 Operating Leases Operating lease right-of-use assets $ 32,945 Current portion of operating lease liabilities 6,243 Long-term operating lease liabilities 26,792 Total operating lease liabilities 33,035 Finance Leases Finance lease right-of-use assets 630 Current portion of finance lease liabilities 304 Long-term finance lease liabilities 334 Total finance lease liabilities $ 638 |
Schedule of Weighted Average Remaining Lease Term and Discount Rate | The following table summarizes the weighted-average remaining lease term and discount rate: Weighted-average remaining lease term (in years) Operating leases 6.0 Finance leases 2.6 Weighted-average discount rate Operating leases 5.0 % Finance leases 5.0 % The cash paid for amounts included in the measurement of lease liabilities for operating leases was $ 6.2 million for the year ended June 30, 2023. |
Schedule of Future Minimum Lease Payments | The minimum annual payments under our lease agreements as of June 30, 2023 are as follows: (in thousands) Operating Leases Finance Leases 2024 $ 6,871 $ 328 2025 6,478 199 2026 6,520 116 2027 6,166 22 2028 4,344 12 Thereafter 7,784 2 Total lease payments 38,163 679 Less imputed interest ( 5,128 ) ( 41 ) Present value of lease liabilities 33,035 638 Current portion of lease liabilities ( 6,243 ) ( 304 ) Total long term lease liabilities $ 26,792 $ 334 Note - Table excludes obligations for leases with original terms of 12 months or less which have not been recognized as ROU assets or liabilities in our consolidated balance sheets. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
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 | Inventory consists of the following: (in thousands) June 30, 2023 June 30, 2022 Bulk wine, spirits and cider $ 84,602 $ 88,978 Bottled wine, spirits and cider 100,075 86,785 Bottling and packaging supplies 15,690 16,328 Nonwine inventory 996 831 Total inventories $ 201,363 $ 192,922 |
Accrued Expenses And Other Current Liabilities | The major classes of accrued liabilities are summarized as follows: (in thousands) June 30, 2023 June 30, 2022 Accrued purchases $ 1,555 $ 6,728 Accrued employee compensation 6,618 5,580 Other accrued expenses 9,459 8,867 Non related party accrued interest expense 563 429 Contingent consideration 4,811 2,710 Unearned Income 1,436 642 Captive insurance liabilities 1,844 2,041 Total Accrued liabilities and other payables $ 26,286 $ 26,997 |
Interest Rate Swaps (Tables)
Interest Rate Swaps (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Interest Rate Cash Flow Hedges [Abstract] | |
Schedule of Interest Rate Swaps | Interest rate swaps consisted of the following: (in thousands) Fixed Notional Amount Fixed Interest Fair Value Asset (Liability) Date of Agreement June 30, 2023 June 30, 2022 Rate Termination Date 2023 2022 March 2020 $ 28,800 $ 28,800 0.78 % July 2026 $ 2,911 $ 2,282 March 2020 $ 46,800 $ 46,800 0.71 % March 2025 3,249 2,748 July 2019 $ 50,000 $ 50,000 2.34 % July 2026 2,826 971 April 2021 $ - $ 75,000 2.32 % March 2023 - 2,046 May 2019 $ - $ 50,000 2.25 % March 2023 - 1,110 $ 8,986 $ 9,157 |
Long-Term and Other Short-Ter_2
Long-Term and Other Short-Term Obligations (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Debt Disclosure [Abstract] | ||
Summary of Long-term and Other Short-term Obligations | The following table summarizes long-term and other short-term obligations: 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 following table summarizes long-term and other short-term obligations: June 30, (in thousands) 2023 2022 Note to a bank with interest at LIBOR plus 1.75 %; payable in quarterly installments of $ 1,180 principal with applicable interest; secured by specific assets of the Company. Extinguished and refinanced in December 2022. - 76,792 Note to a bank with interest at SOFR ( 5.16 %) at June 30, 2023 plus 2.35 %; payable in quarterly installments of $ 1,454 principal with applicable interest; matures in December 2027 ; secured by specific assets of the Company. 142,532 - Capital expenditures borrowings payable at LIBOR plus 1.75 %, payable in quarterly installments of $ 1,077 . Extinguished and refinanced in December 2022. - 40,776 Capital expenditures borrowings payable at SOFR ( 5.16 %) at June 30, 2023 plus 2.35 %, payable in quarterly installments of $ 801 with draw expiring June 2027. 12,762 - Equipment Term Loan payable at SOFR ( 5.16 %) at June 30, 2023 plus 2.35 %, payable in quarterly installments of $ 250 with draw expiring December 2026. 3,433 - Note to a bank with interest fixed at 3.6 %, payable in monthly installments of $ 60 principal with applicable interest; matured in April 2023 . - 593 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with March 2024 . 541 1,246 Note to a bank with interest fixed at 7.50 %, payable in monthly installments of $ 61 principal with April 2026 . 1,873 - Delayed Draw Term Loan ("DDTL") with interest at LIBOR plus 1.75 %, payable in quarterly installments of $ 1,260 starting March 2022. Extinguished and refinanced in December 2022. - 65,882 Delayed Draw Term Loan ("DDTL") with interest at SOFR ( 5.16 %) at June 30, 2023 plus 2.35 %, payable in quarterly installments of $ 818 . Matures in December 2027 . 28,183 - 189,324 185,289 Less current maturities ( 14,449 ) ( 14,909 ) Less unamortized deferred financing costs ( 1,466 ) ( 1,285 ) $ 173,409 $ 169,095 |
Schedule of Maturities of Long-term and Other Short-term Borrowings | Maturities of long-term and other short-term borrowings for succeeding fiscal years are as follows: Remaining 2024 $ 14,119 2025 13,956 2026 13,885 2027 12,672 2028 134,363 $ 188,995 | Maturities of long-term and other short-term borrowings for succeeding years are as follows: Year ending June 30, 2024 $ 14,449 2025 13,956 2026 13,885 2027 12,672 2028 134,362 Thereafter - $ 189,324 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Equity [Abstract] | ||
Schedule of Share-Based Compensation Expense | The following table provides total stock-based compensation expense by award type: June 30, (in thousands) 2023 2022 Stock option awards $ 1,452 $ 753 Restricted stock units 5,285 4,363 Total share-based compensation $ 6,737 $ 5,116 | |
Summary of Stock Option Activity | The following table presents a summary of stock option activity under the 2021 Plan: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 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 $ - | The following table presents a summary of stock option activity under the 2021 Plan: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2021 - $ - $ - Granted 3,533,627 10.50 - Exercised - - - Forfeited or cancelled ( 30,100 ) 10.50 - Outstanding at June 30, 2022 3,503,527 $ 10.50 9.60 $ - Granted 842,872 9.82 - Exercised - - - Forfeited or cancelled ( 1,476,562 ) 10.50 - Outstanding at June 30, 2023 2,869,837 $ 10.31 8.80 $ - |
Summary of Restricted Stock Units Activity | The following table presents a summary of restricted stock units activity: 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 | The following table presents a summary of restricted stock units activity for the years presented: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding at June 30, 2021 - $ - Granted 1,902,068 8.14 Vested - - Forfeited or cancelled - - Outstanding at June 30, 2022 1,902,068 $ 8.14 Granted 670,046 2.98 Vested ( 840,186 ) 8.34 Forfeited or cancelled ( 569,489 ) 8.22 Outstanding at June 30, 2023 1,162,439 $ 4.98 |
Summary of Changes in Repurchases of Common Stock and Warrants | The table below summarizes the changes in repurchases of common stock and warrants: Common Stock and Warrants Balance at June 30, 2021 - Repurchases of common stock 2,871,894 Repurchases of warrants 181,553 Balance at June 30, 2022 3,053,447 Repurchases of common stock - Repurchases of warrants 171,994 Balance at June 30, 2023 3,225,441 |
Commitments, Contingent Liabi_2
Commitments, Contingent Liabilities and Litigation (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Purchase Commitments | Estimated future minimum grape and bulk wine purchase commitments are as follows: (in thousands) Year ending June 30, Total Remainder of 2024 $ 25,969 2025 9,935 2026 3,786 2027 347 2028 264 $ 40,301 | Estimated future minimum grape and bulk wine purchase commitments are as follows: (in thousands) Total 2024 31,693 2025 8,433 2026 3,786 2027 347 2028 264 $ 44,523 |
Related Party Transactions and
Related Party Transactions and Commitments (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Related Party Transactions [Abstract] | ||
Schedule of Future Minimum Lease Payments | The minimum annual payments under our lease agreements as of June 30, 2023 are as follows: (in thousands) Operating Leases Finance Leases 2024 $ 6,871 $ 328 2025 6,478 199 2026 6,520 116 2027 6,166 22 2028 4,344 12 Thereafter 7,784 2 Total lease payments 38,163 679 Less imputed interest ( 5,128 ) ( 41 ) Present value of lease liabilities 33,035 638 Current portion of lease liabilities ( 6,243 ) ( 304 ) Total long term lease liabilities $ 26,792 $ 334 Note - Table excludes obligations for leases with original terms of 12 months or less which have not been recognized as ROU assets or liabilities in our consolidated balance sheets. | |
Schedule of Purchase Commitments | Estimated future minimum grape and bulk wine purchase commitments are as follows: (in thousands) Year ending June 30, Total Remainder of 2024 $ 25,969 2025 9,935 2026 3,786 2027 347 2028 264 $ 40,301 | Estimated future minimum grape and bulk wine purchase commitments are as follows: (in thousands) Total 2024 31,693 2025 8,433 2026 3,786 2027 347 2028 264 $ 44,523 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of (loss) income from continuing operations before provision for income taxes | The components of (loss) income from continuing operations before provision for income taxes are as follows: June 30, (in thousands) 2023 2022 United States $ ( 221,589 ) $ 21 Total $ ( 221,589 ) $ 21 |
Schedule of income tax (benefit) provision | The components of the (benefit) provision for income taxes are as follows: June 30, (in thousands) 2023 2022 Federal $ - $ - State 374 80 374 80 Deferred tax expense (benefit) Federal ( 25,290 ) 496 State ( 6,444 ) 147 ( 31,734 ) 643 Total (benefit) provision for income taxes $ ( 31,360 ) $ 723 |
Schedule of effective income tax expense reconciliation | A reconciliation of income tax (benefit) expense to the federal rate of 21% is as follows: June 30, June 30, (in thousands) 2023 2022 2023 2022 Income taxes at statutory rate $ ( 46,512 ) $ 5 21.0 % 21.0 % State taxes ( 10,510 ) 266 4.7 % 75.5 % Goodwill impairment 10,559 - - 4.8 % 0.0 % Valuation allowance 15,395 - - 6.9 % 0.0 % Stock-based compensation 940 179 - 0.4 % 121.1 % Other, net ( 1,232 ) 273 0.6 % 59.1 % Total (benefit) provision for income taxes $ ( 31,360 ) $ 723 14.2 % 276.7 % |
Schedule of deferred tax assets and liabilities | Deferred tax assets and liabilities are summarized as follows: June 30, (in thousands) 2023 2022 Deferred tax assets: Accruals $ 1,159 $ 946 Captive 504 559 Operating loss carryforwards 18,000 13,708 Lease liability 9,195 - Inventories 657 1,673 Investments - - Intangibles 9,928 - Interest 5,401 1,933 Stock compensation 1,579 1,081 Research and development tax credit carry forwards, net of uncertain tax position 3,793 3,793 Other 2,414 747 Deferred tax assets 52,630 24,440 Deferred tax liabilities: Property, plant and equipment ( 24,624 ) ( 30,045 ) Prepaid expenses ( 872 ) ( 728 ) Intangible assets - ( 17,186 ) Right of use ( 9,169 ) - Investments ( 2,038 ) ( 2,830 ) Inventories - ( 1,530 ) Change in accounting method ( 1,038 ) ( 1,446 ) Deferred tax liabilities ( 37,741 ) ( 53,765 ) Valuation allowance ( 15,395 ) - Deferred tax liability, net $ ( 506 ) $ ( 29,325 ) The valuation allowance increased by $ 15.4 million for the tax year ended June 30, 2023 . |
Schedule of unrecognized tax benefits liabilities | A reconciliation of the beginning and ending balances of unrecognized tax benefit is as follows: June 30, (in thousands) 2023 2022 Balance, beginning of period $ 1,978 $ 1,835 Tax position taken in prior period: Gross increases 46 143 Gross decreases - - Tax position taken in current period: Gross increases - - Gross decreases - - Lapse of statute of limitations - - Settlements - - Balance, end of period $ 2,024 $ 1,978 |
Segments (Tables)
Segments (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 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 revenues $ 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 revenues $ 19,992 $ 23,987 $ 34,180 $ ( 79 ) $ 78,080 Income (loss) from operations $ 1,969 $ 2,288 $ 10,533 $ ( 18,175 ) $ ( 3,385 ) | Following is financial information related to operating segments: Year Ended June 30, 2023 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total Segment Results Net revenue $ 86,718 $ 83,369 $ 113,183 $ ( 42 ) $ 283,228 Income (loss) from operations $ ( 130,475 ) $ ( 18,286 ) $ 12,284 $ ( 72,340 ) $ ( 208,817 ) Year Ended June 30, 2022 (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total Segment Results Net revenue $ 83,913 $ 92,201 $ 113,835 $ 2,886 $ 292,835 Income (loss) from operations $ 3,031 $ 15,995 $ 17,751 $ ( 44,688 ) $ ( 7,911 ) |
Summary of Depreciation Expense Recognized by Operating Segment | Depreciation expense recognized by operating segment is summarized below: (in thousands) 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 | Depreciation expense recognized by operating segment is summarized below: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total For the years ended: 2023 $ 27 $ 1,111 $ 990 $ 1,898 $ 4,026 2022 $ 130 $ 1,121 $ 1,328 $ 793 $ 3,372 |
Summary of Amortization Expense Recognized by Operating Segment | Amortization expense recognized by operating segment is summarized below: (in thousands) 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 | Amortization expense recognized by operating segment is summarized below: (in thousands) Wholesale Direct-to-Consumer Business-to-Business Other Total For the years ended: 2023 $ 2,514 $ 3,193 $ 1,537 $ 13 $ 7,257 2022 $ 1,657 $ 3,579 $ 712 $ - $ 5,948 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 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 | The following table presents the calculation of basic and diluted loss per share: June 30, (in thousands, except for per share amounts) 2023 2022 Net loss $ ( 190,229 ) $ ( 702 ) Less: loss allocable to noncontrolling interest ( 1,262 ) ( 277 ) Net loss allocable to common shareholders $ ( 188,967 ) $ ( 425 ) Numerator – Basic EPS Net loss allocable to common shareholders $ ( 188,967 ) $ ( 425 ) Net loss allocated to common shareholders $ ( 188,967 ) $ ( 425 ) Numerator – Diluted EPS Net loss allocated to common shareholders $ ( 188,967 ) $ ( 425 ) Net loss allocated to common shareholders $ ( 188,967 ) $ ( 425 ) Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 59,096,045 60,673,789 Denominator – Diluted Common Shares Weighted average common shares - Diluted 59,096,045 60,673,789 Net loss per share – basic: Common Shares $ ( 3.20 ) $ ( 0.01 ) Net loss per share – diluted: Common Shares $ ( 3.20 ) $ ( 0.01 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities have been excluded from the calculations of diluted earnings 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 | The following securities have been excluded from the calculations of diluted earnings (loss) per share allocable to common shareholders because including them would have been antidilutive are, as follows: June 30, 2023 2022 Shares subject to warrants to purchase common stock 25,646,253 25,818,247 Shares subject to options to purchase common stock 2,869,837 3,503,527 Shares subject to restricted stock units 1,162,439 1,902,068 Total 29,678,529 31,223,842 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Additional information) (Details) | 3 Months Ended | 12 Months Ended | ||||||
Jun. 29, 2023 USD ($) | Sep. 30, 2023 USD ($) Segment | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jul. 01, 2022 USD ($) | |
Subsidiary Sale Of Stock [Line Items] | ||||||||
Restricted Cash | $ 0 | $ 4,800,000 | ||||||
Property, Plant and Equipment, Net | $ 215,242,000 | 215,967,000 | 238,719,000 | |||||
Retained earnings (Accumulated deficit) | (197,366,000) | (182,308,000) | (1,092,000) | |||||
Additional paid-in capital | 383,064,000 | 381,689,000 | 376,099,000 | |||||
Income tax provision | 244,000 | $ 1,474,000 | (31,360,000) | 723,000 | ||||
Cash deposited FDIC insurance limits | 19,300,000 | 49,000,000 | ||||||
Provision of doubtful accounts | 400,000 | |||||||
Accrued employee compensation | 6,600,000 | |||||||
Deferred gain | 0 | 10,666,000 | $ 10,700,000 | |||||
Sale leaseback transaction deferred gain | 7,700,000 | |||||||
Sale leaseback transaction adjustment tax | 2,900,000 | $ 2,900,000 | ||||||
Goodwill | $ 9,000,000 | $ 0 | 154,951,000 | 109,895,000 | ||||
Capitalized Cost Estimated Useful Life | 2 years | |||||||
Amortization of capitalized cost | $ 400,000 | 1,000,000 | ||||||
Impairment of long-lived assets | 0 | 0 | ||||||
Net revenues including excise taxes | 15,800,000 | 11,200,000 | ||||||
Advertising expense | 4,600,000 | 5,200,000 | ||||||
Insurance claim settlement amount received | $ 0 | 500,000 | $ 2,300,000 | 3,000,000 | ||||
Number of reporting segments | Segment | 3 | |||||||
Expected Realized benefits, Percentage | 50% | |||||||
Loss (gain) on sale of assets | $ (797,000) | 0 | $ 8,300,000 | 366,000 | ||||
Loss on sale of assets | 9,700,000 | |||||||
Estimated potential earnout | $ 300,000 | |||||||
Right of use assets recognized | 37,600,000 | |||||||
Operating lease payments | 39,200,000 | |||||||
ROU assets deferred rent reclassification | 2,100,000 | |||||||
ROU assets Prepaid rent reclassification | 400,000 | |||||||
Trade impairments | $ 0 | $ 0 | 17,477,000 | 1,281,000 | ||||
Captive | ||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||
Secured insurance claims limit | 10,000,000 | |||||||
Captive | Directors and Officer | ||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||
Secured insurance claims limit | 5,000,000 | |||||||
Laetitia Vineyard | ||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||
Loss (gain) on sale of assets | (4,500,000) | |||||||
Tenma Vineyards | ||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||
Loss (gain) on sale of assets | $ (6,100,000) | |||||||
Line of Credit | ||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||
Debt Issuance costs | 0 | 2,500,000 | ||||||
Non-cash interest expense | 500,000 | 100,000 | ||||||
New Term Loan | ||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||
Debt Issuance costs | 900,000 | 0 | ||||||
Non-cash interest expense | 700,000 | 300,000 | ||||||
Loan And Security Agreement [Member] | ||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||
Cash collateral for borrowed securities | 4,800,000 | |||||||
Previously Reported [Member] | ||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||
Property, Plant and Equipment, Net | 236,100,000 | |||||||
Retained earnings (Accumulated deficit) | (571,000) | |||||||
Additional paid-in capital | 377,897,000 | |||||||
Income tax provision | 1,061,000 | |||||||
Adjustment to intangible assets, net and retained earnings due to impairment | 1,300,000 | |||||||
Adjustment to additional paid-in capital and selling, general, and administrative expenses due to overstatement stock-based compensations | $ 1,800,000 | |||||||
Loss (gain) on sale of assets | 485,000 | |||||||
Adjustments | ||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||
Restricted Cash | 1,800,000 | |||||||
Reclassification between cash and cash equivalents and accounts payable | 700,000 | |||||||
Adjustment to prepaid expenses and other current assets | 1,900,000 | |||||||
Property, Plant and Equipment, Net | 2,619,000 | |||||||
Adjustment to intangible assets due to impairment | 1,300,000 | |||||||
Adjustment to deferred tax liability for historical acquisitions | 2,100,000 | |||||||
Retained earnings (Accumulated deficit) | (521,000) | (700,000) | ||||||
Additional paid-in capital | (1,798,000) | |||||||
Income tax provision | (338,000) | $ 300,000 | ||||||
Reclassification adjustment to accumulated deficit | 700,000 | |||||||
Decrease in equity | 700,000 | |||||||
Adjustment to historical acquisition | 1,600,000 | |||||||
Adjustment to property, plant and equipment, net and retained earnings due to overstatement of depreciation expense | 900,000 | |||||||
Reclassification between property plant and equipment and inventories related to spirits barrels | 1,500,000 | |||||||
Loss (gain) on sale of assets | $ (119,000) |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Schedule of Restatement of Previously Issued Condensed Consolidated Financial Statements - Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Cash and cash equivalents | $ 44,758 | ||||
Restricted cash | $ 0 | 4,800 | |||
Accounts receivable, net | $ 33,448 | 24,561 | 37,869 | ||
Inventories | 199,402 | 201,363 | 192,922 | ||
Prepaid expenses and other current assets | 14,895 | 11,864 | |||
Total current assets | 265,443 | 264,739 | 298,956 | ||
Property, plant, and equipment, net | 215,242 | 215,967 | 238,719 | ||
Intangible assets, net | 37,476 | 38,994 | 63,097 | ||
Total assets | 556,245 | 561,154 | 765,467 | ||
Accounts payable | 20,084 | 20,413 | 13,473 | ||
Accrued liabilities and other payables | 17,124 | 19,668 | 26,997 | ||
Total current liabilities | 193,734 | 183,139 | 199,594 | ||
Other long-term liabilities | 7,321 | 4,196 | 7,055 | ||
Deferred tax liability | 701 | 506 | 29,325 | ||
Total liabilities | 397,190 | 388,376 | 415,735 | ||
Redeemable noncontrolling interest | 255 | 262 | 1,494 | ||
Additional paid-in capital | 383,064 | 381,689 | 376,099 | ||
Accumulated Deficit | (197,366) | (182,308) | (1,092) | ||
Total Vintage Wine Estates, Inc. stockholders' equity | 159,664 | 173,347 | 348,973 | ||
Noncontrolling interests | (864) | (831) | (735) | ||
Total stockholders' equity | 158,800 | 172,516 | $ 360,762 | 348,238 | $ 360,255 |
Total liabilities, redeemable noncontrolling interest, and stockholders' equity | $ 556,245 | 561,154 | 765,467 | ||
Previously Reported | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Cash and cash equivalents | 43,692 | ||||
Restricted cash | 6,600 | ||||
Accounts receivable, net | 38,192 | ||||
Inventories | 192,102 | ||||
Prepaid expenses and other current assets | 13,394 | ||||
Total current assets | 300,723 | ||||
Property, plant, and equipment, net | 236,100 | ||||
Intangible assets, net | 64,377 | ||||
Total assets | 765,895 | ||||
Accounts payable | 13,947 | ||||
Accrued liabilities and other payables | $ 26,286 | 24,204 | |||
Total current liabilities | 197,275 | ||||
Other long-term liabilities | 6,491 | ||||
Deferred tax liability | 29,979 | ||||
Total liabilities | 413,506 | ||||
Redeemable noncontrolling interest | 1,663 | ||||
Additional paid-in capital | 377,897 | ||||
Accumulated Deficit | (571) | ||||
Total Vintage Wine Estates, Inc. stockholders' equity | 351,292 | ||||
Noncontrolling interests | (566) | ||||
Total stockholders' equity | 350,726 | ||||
Total liabilities, redeemable noncontrolling interest, and stockholders' equity | 765,895 | ||||
Adjustments | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Cash and cash equivalents | 1,066 | ||||
Restricted cash | (1,800) | ||||
Accounts receivable, net | (323) | ||||
Inventories | 820 | ||||
Prepaid expenses and other current assets | (1,530) | ||||
Total current assets | (1,767) | ||||
Property, plant, and equipment, net | 2,619 | ||||
Intangible assets, net | (1,280) | ||||
Total assets | (428) | ||||
Accounts payable | (474) | ||||
Accrued liabilities and other payables | 2,793 | ||||
Total current liabilities | 2,319 | ||||
Other long-term liabilities | 564 | ||||
Deferred tax liability | (654) | ||||
Total liabilities | 2,229 | ||||
Redeemable noncontrolling interest | (169) | ||||
Additional paid-in capital | (1,798) | ||||
Accumulated Deficit | (521) | $ (700) | |||
Total Vintage Wine Estates, Inc. stockholders' equity | (2,319) | ||||
Noncontrolling interests | (169) | ||||
Total stockholders' equity | (2,488) | ||||
Total liabilities, redeemable noncontrolling interest, and stockholders' equity | $ (428) |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Schedule of Restatement of Previously Issued Condensed Consolidated Financial Statements - Statements of Operations and Comprehensive Income (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net revenue | |||||
Total cost of revenues | $ 73,274 | $ 78,080 | $ 283,228 | $ 292,835 | |
Cost of Revenue [Abstract] | |||||
Cost of revenue | 48,574 | 48,550 | 198,052 | 203,922 | |
Gross profit | 24,700 | 29,530 | 85,176 | 88,913 | |
Selling, general, and administrative expenses | 28,749 | 31,449 | 118,431 | 96,978 | |
Amortization Expense | 1,636 | 1,811 | 7,257 | 5,948 | |
Impairment of intangible assets | 17,477 | 1,281 | |||
Loss on sale of property, plant, and equipment | 366 | ||||
Gain on remeasurement of contingent consideration liabilities | (3,415) | ||||
Loss from operations | (9,861) | (3,385) | (208,817) | (7,911) | |
Other income | |||||
Net (loss) gain on interest rate swap agreements | (95) | 9,327 | 6,343 | 22,578 | |
Total other (expense) income, net | (4,993) | 6,217 | (12,772) | 7,932 | |
Income before provision for income taxes | (14,854) | 2,832 | (221,589) | 21 | |
Income tax provision | 244 | 1,474 | (31,360) | 723 | |
Net (loss) income | (15,098) | 1,358 | (190,229) | (702) | |
Net loss attributable to the noncontrolling interests | (40) | (174) | (1,262) | (277) | |
Net loss attributable to Vintage Wine Estates, Inc. | $ (15,058) | $ 1,532 | $ (188,967) | (425) | |
Net loss allocable to common stockholders | $ (425) | ||||
Net earnings per share allocable to common stockholders | |||||
Basic | $ (0.25) | $ 0.03 | $ (3.2) | $ (0.01) | |
Diluted | $ (0.25) | $ 0.03 | $ (3.2) | $ (0.01) | |
Wine, spirits and cider | |||||
Net revenue | |||||
Total cost of revenues | $ 52,663 | $ 52,270 | $ 189,361 | $ 208,019 | |
Cost of Revenue [Abstract] | |||||
Cost of revenue | 34,935 | 33,021 | 138,043 | 150,834 | |
Nonwine [Member] | |||||
Net revenue | |||||
Total cost of revenues | 20,611 | 25,810 | 93,867 | 84,816 | |
Cost of Revenue [Abstract] | |||||
Cost of revenue | $ 13,639 | $ 15,529 | $ 60,009 | 53,088 | |
Previously Reported | |||||
Net revenue | |||||
Total cost of revenues | 293,770 | ||||
Cost of Revenue [Abstract] | |||||
Cost of revenue | 203,815 | ||||
Gross profit | 89,955 | ||||
Selling, general, and administrative expenses | 105,296 | ||||
Amortization Expense | 0 | ||||
Impairment of intangible assets | 0 | ||||
Loss on sale of property, plant, and equipment | 485 | ||||
Gain on remeasurement of contingent consideration liabilities | (3,570) | ||||
Loss from operations | (7,922) | ||||
Other income | |||||
Net (loss) gain on interest rate swap agreements | 22,950 | ||||
Total other (expense) income, net | 8,304 | ||||
Income before provision for income taxes | 382 | ||||
Income tax provision | 1,061 | ||||
Net (loss) income | (679) | ||||
Net loss attributable to the noncontrolling interests | (108) | ||||
Net loss attributable to Vintage Wine Estates, Inc. | (571) | ||||
Net loss allocable to common stockholders | $ (571) | ||||
Net earnings per share allocable to common stockholders | |||||
Basic | $ (0.01) | ||||
Diluted | $ (0.01) | ||||
Previously Reported | Wine, spirits and cider | |||||
Net revenue | |||||
Total cost of revenues | $ 208,954 | ||||
Cost of Revenue [Abstract] | |||||
Cost of revenue | 151,117 | ||||
Previously Reported | Nonwine [Member] | |||||
Cost of Revenue [Abstract] | |||||
Cost of revenue | 52,698 | ||||
Adjustments | |||||
Net revenue | |||||
Total cost of revenues | (935) | ||||
Cost of Revenue [Abstract] | |||||
Cost of revenue | 107 | ||||
Gross profit | (1,042) | ||||
Selling, general, and administrative expenses | (8,318) | ||||
Amortization Expense | 5,948 | ||||
Impairment of intangible assets | 1,281 | ||||
Loss on sale of property, plant, and equipment | (119) | ||||
Gain on remeasurement of contingent consideration liabilities | 155 | ||||
Loss from operations | 11 | ||||
Other income | |||||
Net (loss) gain on interest rate swap agreements | (372) | ||||
Total other (expense) income, net | (372) | ||||
Income before provision for income taxes | (361) | ||||
Income tax provision | (338) | $ 300 | |||
Net (loss) income | (23) | ||||
Net loss attributable to the noncontrolling interests | (169) | ||||
Net loss attributable to Vintage Wine Estates, Inc. | 146 | ||||
Net loss allocable to common stockholders | $ 146 | ||||
Net earnings per share allocable to common stockholders | |||||
Basic | $ 0 | ||||
Diluted | $ 0 | ||||
Adjustments | Wine, spirits and cider | |||||
Net revenue | |||||
Total cost of revenues | $ (935) | ||||
Cost of Revenue [Abstract] | |||||
Cost of revenue | (283) | ||||
Adjustments | Nonwine [Member] | |||||
Cost of Revenue [Abstract] | |||||
Cost of revenue | $ 390 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Schedule of Restatement of Previously Issued Condensed Consolidated Financial Statements - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||||
Net (loss) income | $ (15,098) | $ 1,358 | $ (190,229) | $ (702) |
Adjustments to reconcile net loss to net cash from operating activities [Abstract] | ||||
Depreciation and amortization expense | ||||
Depreciation expense | 4,131 | 3,996 | 15,926 | 15,248 |
Amortization expense | 1,714 | 1,880 | 8,702 | 6,343 |
Goodwill and intangible assets impairment expense | 162,154 | 1,281 | ||
Amortization of deferred loan fees and line of credit fees | 236 | 98 | 0 | |
Amortization of label design fees | 0 | |||
Stock-based compensation expense | 1,269 | 3,440 | 6,737 | 5,116 |
Provision for doubtful accounts | (17) | (8) | 369 | (294) |
Remeasurement of contingent consideration liabilities | 971 | 185 | 141 | (3,415) |
Net unrealized gain on interest rate swap agreements | 95 | (9,327) | (6,343) | (22,578) |
Provision for deferred income tax | 195 | 2,296 | (31,734) | 643 |
Loss on disposition of assets | (797) | 0 | 8,300 | 366 |
Change in operating assets and liabilities (net of effect of business combinations): | ||||
Accounts receivable | (8,870) | (547) | 12,939 | (12,588) |
Inventories | 1,851 | (6,953) | (17,569) | 18,462 |
Prepaid expenses and other current assets | 6,207 | 2,388 | (3,031) | (3,127) |
Other assets | 68 | (1,861) | 1,565 | (2,607) |
Accounts payable | (1,452) | 2,103 | 5,264 | (7,535) |
Accrued liabilities and other payables | 3,853 | 3,702 | 5,637 | 297 |
Other | 0 | (836) | ||
Net cash (used in) provided by operating activities | (4,451) | 1,988 | (8,411) | 15,839 |
Cash flows from investing activities | ||||
Label design expenditures | 0 | |||
Net cash provided by (used in) investing activities | (2,098) | (3,454) | 5,874 | (98,362) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||||
Outstanding checks in excess of cash | 1,123 | 6,074 | 1,676 | 1,025 |
Net cash (used in) provided by financing activities | 6,940 | (2,172) | (28,788) | 8,402 |
Net change in cash, cash equivalents and restricted cash | 391 | (3,638) | (31,325) | (74,121) |
Cash, cash equivalents and restricted cash, end of year | $ 18,624 | $ 45,920 | 18,233 | 49,558 |
Supplemental cash flow information | ||||
Acquisition of assets under capital leases | (692) | |||
Previously Reported | ||||
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||||
Net (loss) income | (679) | |||
Adjustments to reconcile net loss to net cash from operating activities [Abstract] | ||||
Depreciation and amortization expense | 23,930 | |||
Depreciation expense | 0 | |||
Amortization expense | 0 | |||
Goodwill and intangible assets impairment expense | 0 | |||
Amortization of deferred loan fees and line of credit fees | 394 | |||
Amortization of label design fees | 973 | |||
Stock-based compensation expense | 6,915 | |||
Provision for doubtful accounts | (22) | |||
Remeasurement of contingent consideration liabilities | (3,570) | |||
Net unrealized gain on interest rate swap agreements | (22,950) | |||
Provision for deferred income tax | 981 | |||
Loss on disposition of assets | 485 | |||
Change in operating assets and liabilities (net of effect of business combinations): | ||||
Accounts receivable | (13,183) | |||
Inventories | 18,075 | |||
Prepaid expenses and other current assets | (4,656) | |||
Other assets | (2,464) | |||
Accounts payable | (7,795) | |||
Accrued liabilities and other payables | (2,217) | |||
Other | 0 | |||
Net cash (used in) provided by operating activities | 15,982 | |||
Cash flows from investing activities | ||||
Label design expenditures | (143) | |||
Net cash provided by (used in) investing activities | (98,505) | |||
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||||
Outstanding checks in excess of cash | 1,759 | |||
Net cash (used in) provided by financing activities | 9,136 | |||
Net change in cash, cash equivalents and restricted cash | (73,387) | |||
Cash, cash equivalents and restricted cash, end of year | 50,292 | |||
Supplemental cash flow information | ||||
Acquisition of assets under capital leases | 0 | |||
Adjustments | ||||
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||||
Net (loss) income | (23) | |||
Adjustments to reconcile net loss to net cash from operating activities [Abstract] | ||||
Depreciation and amortization expense | (23,930) | |||
Depreciation expense | 15,248 | |||
Amortization expense | 6,343 | |||
Goodwill and intangible assets impairment expense | 1,281 | |||
Amortization of deferred loan fees and line of credit fees | (394) | |||
Amortization of label design fees | (973) | |||
Stock-based compensation expense | (1,799) | |||
Provision for doubtful accounts | (272) | |||
Remeasurement of contingent consideration liabilities | 155 | |||
Net unrealized gain on interest rate swap agreements | 372 | |||
Provision for deferred income tax | (338) | |||
Loss on disposition of assets | (119) | |||
Change in operating assets and liabilities (net of effect of business combinations): | ||||
Accounts receivable | 595 | |||
Inventories | 387 | |||
Prepaid expenses and other current assets | 1,529 | |||
Other assets | (143) | |||
Accounts payable | 260 | |||
Accrued liabilities and other payables | 2,514 | |||
Other | (836) | |||
Net cash (used in) provided by operating activities | (143) | |||
Cash flows from investing activities | ||||
Label design expenditures | 143 | |||
Net cash provided by (used in) investing activities | 143 | |||
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||||
Outstanding checks in excess of cash | (734) | |||
Net cash (used in) provided by financing activities | (734) | |||
Net change in cash, cash equivalents and restricted cash | (734) | |||
Cash, cash equivalents and restricted cash, end of year | $ (734) | |||
Supplemental cash flow information | ||||
Acquisition of assets under capital leases | $ (692) |
Basis of Presentation and Sig_8
Basis of Presentation and Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 |
Cash and Cash Equivalents [Abstract] | |||||
Cash and cash equivalents | $ 18,624 | $ 18,233 | $ 44,758 | ||
Restricted Cash | 0 | 4,800 | |||
Total cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows | $ 18,624 | $ 18,233 | $ 45,920 | $ 49,558 | $ 123,679 |
Basis of Presentation and Sig_9
Basis of Presentation and Significant Accounting Policies - Schedule of Estimated Useful Life (Details) | Jun. 30, 2023 |
Buildings and Improvements | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 39 years |
Buildings and Improvements | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 10 years |
Cooperage | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Cooperage | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Furniture and Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 10 years |
Furniture and Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Machinery and Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 20 years |
Machinery and Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Vineyards | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 10 years |
Vineyards | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Basis of Presentation and Si_10
Basis of Presentation and Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 73,274 | $ 78,080 | $ 283,228 | $ 292,835 |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 72,825 | 76,373 | 280,950 | 286,414 |
International | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 449 | $ 1,707 | $ 2,278 | $ 6,421 |
Basis of Presentation and Si_11
Basis of Presentation and Significant Accounting Policies - Summary of Disaggregation of Revenue Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 73,274 | $ 78,080 | $ 283,228 | $ 292,835 |
Point in Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 61,497 | 66,431 | 236,313 | 252,742 |
Over a period of Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 11,777 | $ 11,649 | $ 46,915 | $ 40,093 |
Basis of Presentation and Si_12
Basis of Presentation and Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Inventory [Line Items] | |||
Inventories | $ 199,402 | $ 201,363 | $ 192,922 |
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 | 16,328 |
Nonwine Inventory | |||
Inventory [Line Items] | |||
Inventories | $ 1,204 | $ 996 | $ 831 |
Basis of Presentation and Si_13
Basis of Presentation and Significant Accounting Policies - Schedules of Customer Concentration Risk (Details) - Customer A - Customer Concentration | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 18.60% | 20.90% |
Receivables | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 39.50% | 26.30% |
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 | |
Payments for restructuring, Expected term | 24 months |
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 expenses | 4,002 |
Cash payments | (393) |
Restructuring Reserve, Ending Balance | $ 3,609 |
Merger and Reverse Recapitaliza
Merger and Reverse Recapitalization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | |
Business Acquisition [Line Items] | |||
Earnout shares issued | 0 | 0 | |
Fair value of earn out shares | $ 32,400 | ||
Earn out shares, description | was at or above $15 (but below $20), 50% of the Earnout Shares will be issued; and | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Aggregate purchase price of common stock | $ 0 | $ 26,034 | |
Common stock, shares outstanding | 59,362,134 | 58,819,160 | 59,565,790 |
Common stock, par value | $ 0 | $ 0 | $ 0 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 62,234,028 | 61,691,054 | 62,437,684 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands | 12 Months Ended | |||||
Jan. 18, 2022 USD ($) Rate shares | Nov. 16, 2021 USD ($) Rate | Oct. 04, 2021 USD ($) Rate | Jun. 30, 2023 USD ($) Rate shares | Jun. 30, 2022 USD ($) shares | Sep. 30, 2023 USD ($) shares | |
Business Acquisition [Line Items] | ||||||
Amortization of Intangible Assets | $ 6,800 | $ 5,000 | ||||
Common stock, shares issued | shares | 62,234,028 | 61,691,054 | 62,437,684 | |||
Common stock, value | $ 0 | $ 0 | $ 0 | |||
Vinesse, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition description | On October 4, 2021, the Company acquired 100% of the members' interest in Vinesse, LLC, a California limited liability company ("Vinesse"). Vinesse is a direct-to-consumer platform company that specializes in wine clubs with over 60,000 members. | |||||
Purchase consideration | $ 17,000 | |||||
Cash payment to acquire buiness | 14,000 | |||||
Consulting fees | 200 | |||||
Aggregate consulting fee | 600 | |||||
Contingent Consideration Amount | 2,400 | |||||
Settlement of working capital under the purchase agreement | 500 | |||||
Business Combination Fair Value Of Consideration | $ 17,000 | |||||
Vinesse, LLC | Discount Rate | ||||||
Business Acquisition [Line Items] | ||||||
Key assumption rate | Rate | 17.5 | 18 | ||||
Vinesse, LLC | Royalty Rate | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of ownership interest acquired | 100% | |||||
Key assumption rate | Rate | 1.8 | |||||
ACE Cider | ||||||
Business Acquisition [Line Items] | ||||||
Purchase consideration | $ 47,400 | |||||
Cash payment to acquire buiness | 46,880 | |||||
Consulting fees | 60 | |||||
Contingent Consideration Amount | 500 | |||||
Settlement of working capital under the purchase agreement | $ 300 | |||||
Effective date of acquisition | Nov. 16, 2021 | |||||
Business Combination Fair Value Of Consideration | $ 47,440 | |||||
ACE Cider | Discount Rate | ||||||
Business Acquisition [Line Items] | ||||||
Key assumption rate | Rate | 12.5 | 13 | ||||
ACE Cider | Royalty Rate | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of ownership interest acquired | 100% | |||||
Key assumption rate | Rate | 2.75 | |||||
Meier's Wine Cellars, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition description | On January 18, 2022, the Company acquired 100% of the capital stock in Meier's Wine Cellars, Inc., DBA Meier's Beverage Group, an Ohio company ("Meier's"). | |||||
Purchase consideration | $ 25,000 | |||||
Cash payment to acquire buiness | 12,500 | |||||
Business Combination Fair Value Of Consideration | 27,796 | |||||
Shares issued for purchased consideration value | $ 10,500 | |||||
Common stock, shares issued | shares | 1,229,443 | |||||
Common stock, value | $ 12,500 | |||||
Business combination, Acquired receivable, Fair value | 12,000 | |||||
Discount for shares of common stock | 1,500 | |||||
Business combination additional contingent consideration payable | 10,000 | |||||
Contingent consideration in fair value earnout payments | $ 4,900 | |||||
Earnout consideration paid in cash | 50% | |||||
Earnout consideration paid in stock | 50% | |||||
Meier's Wine Cellars, Inc | Discount Rate | ||||||
Business Acquisition [Line Items] | ||||||
Key assumption rate | Rate | 27 | 28 | ||||
Meier's Wine Cellars, Inc | Royalty Rate | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of ownership interest acquired | 100% | |||||
Key assumption rate | Rate | 1.1 |
Business Combinations - Summary
Business Combinations - Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired (Details) - USD ($) $ in Thousands | Jan. 18, 2022 | Nov. 16, 2021 | Oct. 04, 2021 | Jun. 30, 2023 | Jun. 29, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Assets acquired | |||||||
Goodwill | $ 0 | $ 9,000 | $ 154,951 | $ 109,895 | |||
Vinesse, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 14,000 | ||||||
Accrued other | 600 | ||||||
Contingent consideration | 2,400 | ||||||
Fair value of consideration | 17,000 | ||||||
Assets acquired | |||||||
Fixed assets | 121 | ||||||
Inventory | 2,502 | ||||||
Trademarks | 1,200 | ||||||
Customer relationships | 3,700 | ||||||
Total identifiable assets acquired | 7,523 | ||||||
Goodwill | $ 9,477 | ||||||
ACE Cider | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 46,880 | ||||||
Accrued other | 60 | ||||||
Contingent consideration | 500 | ||||||
Fair value of consideration | 47,440 | ||||||
Assets acquired | |||||||
Fixed assets | 4,205 | ||||||
Inventory | 1,350 | ||||||
Trademarks | 6,600 | ||||||
Customer relationships | 14,300 | ||||||
Deferred Tax Liability | (6,554) | ||||||
Total identifiable assets acquired | 19,901 | ||||||
Goodwill | $ 27,539 | ||||||
Meier's Wine Cellars, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 12,500 | ||||||
Shares of common stock | 10,521 | ||||||
Contingent consideration | 4,900 | ||||||
Settlement of pre-existing relationship | (125) | ||||||
Fair value of consideration | 27,796 | ||||||
Assets acquired | |||||||
Accounts receivable | 3,669 | ||||||
Fixed assets | 12,859 | ||||||
Inventory | 4,280 | ||||||
Trademarks | 700 | ||||||
Customer relationships | 6,400 | ||||||
Accounts payable and accrued expenses | (2,682) | ||||||
Other assets | 356 | ||||||
Deferred Tax Liability | (6,033) | ||||||
Total identifiable assets acquired | 19,549 | ||||||
Goodwill | $ 8,247 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Inventory [Line Items] | |||
Inventories | $ 199,402 | $ 201,363 | $ 192,922 |
Bulk Wine and Spirits | |||
Inventory [Line Items] | |||
Inventories | 84,602 | 88,978 | |
Bottled Wine and Spirits | |||
Inventory [Line Items] | |||
Inventories | 100,075 | 86,785 | |
Bottling and Packaging Supplies | |||
Inventory [Line Items] | |||
Inventories | 13,455 | 15,690 | 16,328 |
Nonwine Inventory | |||
Inventory [Line Items] | |||
Inventories | $ 1,204 | $ 996 | $ 831 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Inventory [Line Items] | |||
Inventory write down | $ 0 | $ 15,433 | |
Provision for inventory reserves | 10,828 | 3,667 | |
Settlement of damaged inventory | 2,300 | 3,000 | |
Bulk Wine and Spirits | |||
Inventory [Line Items] | |||
Inventory valuation reserves | 600 | 2,200 | |
Bottled Wine and Spirits | |||
Inventory [Line Items] | |||
Inventory valuation reserves | 3,200 | 1,800 | |
Bottling and Packaging Supplies | |||
Inventory [Line Items] | |||
Inventory valuation reserves | $ 600 | 400 | |
Inventory Count Adjustments [Member] | |||
Inventory [Line Items] | |||
Inventory write down | 12,400 | ||
Inventory Remediation Efforts [Member] | |||
Inventory [Line Items] | |||
Inventory write down | $ 3,000 | ||
Bulk Wine [Member] | |||
Inventory [Line Items] | |||
Inventory write down | $ 6,200 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Carrying Amounts of Assets Held For Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | |||
Less accumulated depreciation and amortization | $ (548) | ||
Total assets held for sale | $ 0 | 511 | $ 0 |
Property, plant and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Tamarack Cellars property, plant and equipment held for sale | $ 1,059 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Long-Lived Assets Held-for-Sale [Line Items] | |||
Assets held for sale, net | $ 0 | $ 511 | $ 0 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 282,946 | $ 288,310 | |
Less accumulated depreciation | (75,917) | (66,987) | |
Property, Plant and Equipment, Net Before Construction and Development In Progress | 207,029 | 221,323 | |
Construction in progress | 8,938 | 17,396 | |
Property, Plant and Equipment, Net | $ 215,242 | 215,967 | 238,719 |
Buildings and Improvements | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 147,519 | 139,223 | |
Land | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 31,073 | 46,632 | |
Machinery and Equipment | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 81,807 | 77,676 | |
Cooperage | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 11,078 | 10,165 | |
Vineyards | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 9,960 | 12,860 | |
Furniture and Fixtures | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 1,509 | $ 1,754 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Inventory [Line Items] | ||||
Depreciation expense | $ 4,131 | $ 3,996 | $ 15,926 | $ 15,248 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - Summary of Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill [Line Items] | ||||||
Goodwill, Beginning Balance | $ 0 | $ 154,951 | $ 154,951 | $ 109,895 | ||
Additions from current year acquisitions | 45,263 | |||||
Measurement period adjustments | (207) | |||||
Goodwill impairment | $ (125,300) | $ (3,600) | (145,958) | 0 | ||
Disposition of business | 65 | 75 | (8,993) | |||
Goodwill, Ending Balance | 0 | 0 | 154,951 | |||
Wholesale | ||||||
Goodwill [Line Items] | ||||||
Goodwill, Beginning Balance | 0 | 116,304 | 116,304 | 88,808 | ||
Additions from current year acquisitions | 27,539 | |||||
Measurement period adjustments | (43) | |||||
Goodwill impairment | (2,300) | (116,304) | ||||
Disposition of business | 0 | |||||
Goodwill, Ending Balance | 0 | 0 | 116,304 | |||
Direct to Consumer | ||||||
Goodwill [Line Items] | ||||||
Goodwill, Beginning Balance | 0 | 29,666 | 29,666 | 20,342 | ||
Additions from current year acquisitions | 9,477 | |||||
Measurement period adjustments | (153) | |||||
Goodwill impairment | (1,000) | (20,673) | ||||
Disposition of business | (8,993) | |||||
Goodwill, Ending Balance | 0 | 0 | 29,666 | |||
Business to Business | ||||||
Goodwill [Line Items] | ||||||
Goodwill, Beginning Balance | $ 0 | $ 8,981 | 8,981 | 745 | ||
Additions from current year acquisitions | 8,247 | |||||
Measurement period adjustments | (11) | |||||
Goodwill impairment | (300) | (8,981) | ||||
Disposition of business | 0 | |||||
Goodwill, Ending Balance | $ 0 | $ 0 | $ 8,981 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||||
Jun. 29, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization of intangible assets | $ 6,800 | $ 5,000 | ||||||
Aggregate carrying amount | $ 9,000 | $ 0 | 0 | 154,951 | $ 109,895 | |||
Loss on sale of assets | (9,700) | |||||||
Estimated potential earnout | 300 | |||||||
Trade impairments | $ 0 | $ 0 | 17,477 | 1,281 | ||||
Goodwill impairment losses | $ 125,300 | 3,600 | $ 145,958 | $ 0 | ||||
Customer and Sommelier Relationships | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Weighted Average Remaining Amortization Period (in years) | 3 years 8 months 12 days | 4 years 4 months 24 days | ||||||
Intangible assets sold, gross value | $ 2,500 | |||||||
Trade names and Trademarks | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Trade impairments | $ 12,600 | $ 17,477 | $ 1,281 | |||||
Goodwill impairment losses | $ 12,600 | |||||||
Weighted Average Remaining Amortization Period (in years) | 3 years | 3 years 6 months | ||||||
Tradename | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Trade impairments | $ 1,300 | |||||||
Wholesale | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Aggregate carrying amount | 0 | $ 0 | 116,304 | 88,808 | ||||
Goodwill impairment losses | 2,300 | 116,304 | ||||||
Wholesale | Trade names and Trademarks | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Trade impairments | 10,300 | |||||||
Direct to Consumer | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Aggregate carrying amount | 0 | 0 | 29,666 | 20,342 | ||||
Goodwill impairment losses | 1,000 | 20,673 | ||||||
Direct to Consumer | Trade names and Trademarks | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Trade impairments | 2,200 | |||||||
Business to Business | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Aggregate carrying amount | 0 | 0 | $ 8,981 | $ 745 | ||||
Goodwill impairment losses | 300 | 8,981 | ||||||
Business to Business | Trade names and Trademarks | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Trade impairments | 100 | |||||||
Layer Cake | Trade names and Trademarks | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Goodwill impairment losses | 4,100 | |||||||
ACE Trademarks | Trade names and Trademarks | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Aggregate carrying amount | $ 19,400 | 19,400 | ||||||
Goodwill impairment losses | $ 3,700 |
Goodwill and Intangible asset_3
Goodwill and Intangible assets - Schedule of Components of Finite-Lived Intangible Assets, Accumulated Amortization, and Indefinite-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Finite Lived Intangible Assets [Line Items] | |||||
Total indefinite-life intangibles, Amount | $ 36,852 | $ 36,953 | |||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Intangible Assets, Net (Excluding Goodwill) | Intangible Assets, Net (Excluding Goodwill) | |||
Accumulated Impairment Losses | $ 0 | $ 0 | $ (17,477) | $ (1,281) | |
Total indefinite-life intangibles, Net amount | 19,375 | 35,672 | |||
Total other intangible assets | (16,196) | (1,281) | |||
Total other intangible assets accumulated impairment losses | (17,477) | (1,281) | |||
Total definite-life intangibles, Gross Carrying Amount | 30,100 | 32,600 | |||
Total definite-life intangibles, Accumulated Amortization | (10,481) | (5,175) | |||
Total definite-life intangibles, Net Carrying Amount | 19,619 | 27,425 | |||
Total other intangibles assets, Gross Carrying Amount | 66,952 | 69,553 | |||
Total other intangibles assets, Accumulated Amortization | (10,481) | (5,175) | |||
Total other intangibles assets, Net Carrying Amount | 38,994 | 63,097 | |||
Customer and Sommelier Relationships | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Total definite-life intangibles, Gross Carrying Amount | 28,200 | 30,700 | |||
Total definite-life intangibles, Accumulated Amortization | (9,812) | (4,922) | |||
Total definite-life intangibles, Net Carrying Amount | 18,388 | 25,778 | |||
Trade names and Trademarks | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Total indefinite-life intangibles, Amount | 30,102 | 30,203 | |||
Accumulated Impairment Losses | $ (12,600) | (17,477) | (1,281) | ||
Total indefinite-life intangibles, Net amount | 12,625 | 28,922 | |||
Total definite-life intangibles, Gross Carrying Amount | 1,900 | 1,900 | |||
Total definite-life intangibles, Accumulated Amortization | (669) | (253) | |||
Total definite-life intangibles, Net Carrying Amount | 1,231 | 1,647 | |||
Winery Use Permits | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Total indefinite-life intangibles, Amount | 6,750 | 6,750 | |||
Total indefinite-life intangibles, Net amount | $ 6,750 | $ 6,750 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule Of Estimate The Fair Values Of Our Reporting Units And Trademark (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
Measurement Input Discount Rate | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair values of reporting units | 14.50% | 14% |
Fair values of trademarks | 15.50% | 15% |
Measurement Input Discount Rate | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair values of reporting units | 14% | 13.50% |
Fair values of trademarks | 15.50% | 15% |
Measurement Input, Long-Term Revenue Growth Rate | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair values of reporting units | 5% | 5% |
Fair values of trademarks | 5% | 5% |
Measurement Input, Long-Term Revenue Growth Rate | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair values of reporting units | 3% | 3% |
Fair values of trademarks | 3% | 3% |
Measurement Input, EBITDA Multiple | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair values of reporting units | 12% | 14% |
Measurement Input, EBITDA Multiple | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair values of reporting units | 7% | 10% |
Measurement Input Royalty Rate | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair values of trademarks | 2% | 2% |
Measurement Input Royalty Rate | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair values of trademarks | 1.50% | 1.50% |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense for Finite-Lived Intangible Assets (Detail) $ in Thousands | Jun. 30, 2023 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2024 | $ 6,072 |
2025 | 5,047 |
2026 | 4,527 |
2027 | 3,179 |
2028 | 794 |
Total estimated amortization expense | $ 19,619 |
Accrued Liabilities -Schedule O
Accrued Liabilities -Schedule Of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Accrued purchases | $ 1,555 | $ 6,728 | |
Accrued employee compensation | 6,618 | 5,580 | |
Other accrued expenses | 9,459 | 8,867 | |
Non related party accrued interest expense | 563 | 429 | |
Contingent consideration | 4,811 | 2,710 | |
Unearned Income | 1,436 | 642 | |
Captive insurance liabilities | 1,844 | 2,041 | |
Total Accrued liabilities and other payables | $ 17,124 | 19,668 | 26,997 |
Previously Reported | |||
Total Accrued liabilities and other payables | $ 26,286 | $ 24,204 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | ||||
Assets: | |||||||
Interest rate swaps | $ 8,986 | $ 9,157 | |||||
Liabilities: | |||||||
Contingent consideration liabilities | [1] | 8,656 | |||||
Liabilities | 8,656 | ||||||
Fair Value, Inputs, Level 1 | |||||||
Liabilities: | |||||||
Contingent consideration liabilities | [1] | 0 | |||||
Liabilities | 0 | ||||||
Fair Value, Inputs, Level 2 | |||||||
Liabilities: | |||||||
Contingent consideration liabilities | [1] | 0 | |||||
Liabilities | 0 | ||||||
Fair Value, Inputs, Level 3 | |||||||
Liabilities: | |||||||
Contingent consideration liabilities | [1] | 8,656 | |||||
Liabilities | 8,656 | ||||||
Fair Value, Recurring | |||||||
Assets: | |||||||
Assets | $ 18,825 | 18,860 | 45,773 | ||||
Interest rate swaps | 8,882 | [2] | 8,986 | [2],[3] | 9,157 | [3] | |
Liabilities: | |||||||
Contingent consideration liabilities | 9,397 | [1] | 8,656 | [4] | 9,156 | [4] | |
Liabilities | 9,397 | 8,656 | 9,156 | ||||
Fair Value, Recurring | Fair Value, Inputs, Level 1 | |||||||
Assets: | |||||||
Assets | 9,943 | 9,874 | 36,616 | ||||
Interest rate swaps | [2] | 0 | 0 | [3] | |||
Liabilities: | |||||||
Contingent consideration liabilities | 0 | [1] | 0 | [4] | 0 | [4] | |
Liabilities | 0 | 0 | 0 | ||||
Fair Value, Recurring | Fair Value, Inputs, Level 2 | |||||||
Assets: | |||||||
Assets | 8,882 | 8,986 | 9,157 | ||||
Interest rate swaps | 8,882 | [2] | 8,986 | [2],[3] | 9,157 | [3] | |
Liabilities: | |||||||
Contingent consideration liabilities | 0 | [1] | 0 | [4] | 0 | [4] | |
Liabilities | 0 | 0 | 0 | ||||
Fair Value, Recurring | Fair Value, Inputs, Level 3 | |||||||
Assets: | |||||||
Assets | 0 | 0 | 0 | ||||
Interest rate swaps | [2] | 0 | 0 | [3] | |||
Liabilities: | |||||||
Contingent consideration liabilities | 9,397 | [1] | 8,656 | [4] | 9,156 | [4] | |
Liabilities | 9,397 | 8,656 | 9,156 | ||||
Fair Value, Recurring | Money Market Funds | |||||||
Assets: | |||||||
Assets | 9,943 | 9,874 | 36,616 | ||||
Fair Value, Recurring | Money Market Funds | Fair Value, Inputs, Level 1 | |||||||
Assets: | |||||||
Assets | 9,943 | 9,874 | 36,616 | ||||
Fair Value, Recurring | Money Market Funds | Fair Value, Inputs, Level 2 | |||||||
Assets: | |||||||
Assets | 0 | 0 | 0 | ||||
Fair Value, Recurring | Money Market Funds | Fair Value, Inputs, Level 3 | |||||||
Assets: | |||||||
Assets | $ 0 | $ 0 | $ 0 | ||||
[1] 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 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. (1) The fair value of interest rate swaps is estimated using a discounted cash flow analysis that considers the expected future cash flows of each interest rate swap. This analysis reflects the contractual terms of the interest rate swap, including the remaining period to maturity, and uses market-corroborated Level 2 inputs, including forward interest rate curves and implied interest rate volatilities. The fair value of an interest rate swap is estimated by discounting future fixed cash payments against the discounted expected variable cash receipts. The variable cash receipts are estimated based on an expectation of future interest rates derived from forward interest rate curves. The fair value of an interest rate swap also incorporates credit valuation adjustments to reflect the non-performance risk of the Company and the respective counterparty. (2) We assess the fair value of contingent consideration to be settled in cash related to acquisitions using probability weighted models for the various contractual earn-outs. These are Level 3 measurements. Significant unobservable inputs used in the estimated fair values of these contingent consideration liabilities include probabilities of achieving customer related performance targets, specified sales milestones, consulting milestones, changes in unresolved claims, projected revenue or changes in discount rates. |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Reconciliation of Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain Loss Remeasurement Of Contingent Consideration Liabilities | Gain Loss Remeasurement Of Contingent Consideration Liabilities | ||
Less: current portion | $ (4,811) | $ (2,710) | ||
Fair Value, Recurring | Fair Value, Inputs, Level 3 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Beginning Balance | $ 8,656 | 9,156 | 4,631 | |
Acquisitions | 0 | 0 | $ 7,874 | |
Dispositions | (120) | |||
Payments | (230) | (521) | (420) | |
Change in fair value | 971 | 141 | (2,929) | |
Ending Balance | 9,397 | 8,656 | $ 9,156 | $ 4,631 |
Less: current portion | (2,427) | (4,811) | ||
Long term portion | $ 6,970 | $ 3,845 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Mar. 13, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2020 |
Interest Rate Swap One Agreement | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative, notional amount | $ 50,000,000 | $ 28,800,000 | $ 28,800,000 | $ 28,800,000 |
Interest Rate Swap Two Agreement | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative, notional amount | 75,000,000 | $ 46,800,000 | $ 46,800,000 | $ 46,800,000 |
Interest Rate Swap | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash termination gain | $ 6,300,000 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Mar. 31, 2023 | Dec. 15, 2022 | Jun. 30, 2023 | Sep. 30, 2023 | Jun. 30, 2022 | |
Lessee, Lease, Description [Line Items] | |||||
Capital lease converted to a finance lease | $ 700,000 | ||||
Current portion of lease liabilities | $ (6,243,000) | $ (6,210,000) | $ 0 | ||
Purchase and sale agreement | $ 8,700,000 | ||||
Off-market adjustment amount | $ 300,000 | ||||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Remaining lease terms | 10 years | ||||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Remaining lease terms | 1 year | ||||
Sublease | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease term | 4 years | ||||
Sublese interest rate amount | $ 7,500 | ||||
Increased percentage of sublease interest amount | 3% | ||||
Total consideration from sale of subleased equipment | $ 100,000 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Leases [Abstract] | |
Operating lease expense | $ 7,137 |
Amortization of right-of-use assets | 286 |
Interest on lease liabilities | 33 |
Total finance lease expense | 319 |
Variable lease expense | 896 |
Short-term lease expense | 234 |
Total lease expense | $ 8,586 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Items Related to Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 30,082 | $ 32,945 | $ 0 |
Current portion of lease liabilities | 6,210 | 6,243 | 0 |
Long-term operating lease liabilities | 25,104 | 26,792 | 0 |
Operating Lease, Liability, Total | 33,035 | ||
Finance lease right-of-use-assets | 606 | 630 | 0 |
Current portion of finance lease liabilities | 297 | 304 | 0 |
Long-term finance lease liabilities | $ 317 | 334 | $ 0 |
Finance Lease, Liability, Total | $ 638 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details) | Jun. 30, 2023 |
Weighted Average Remaining Lease Term | |
Operating leases | 6 years |
Finance leases | 2 years 7 months 6 days |
Weighted Average Discount Rate | |
Operating leases | 5% |
Finance leases | 5% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |||
2024 | $ 6,871 | ||
2025 | 6,478 | ||
2026 | 6,520 | ||
2027 | 6,166 | ||
2028 | 4,344 | ||
Thereafter | 7,784 | ||
Total lease payments | 38,163 | ||
Less imputed interest | (5,128) | ||
Operating Lease, Liability, Total | 33,035 | ||
Current portion of lease liabilities | $ (6,210) | (6,243) | $ 0 |
Total long term lease liabilities | 25,104 | 26,792 | 0 |
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |||
2024 | 328 | ||
2025 | 199 | ||
2026 | 116 | ||
2027 | 22 | ||
2018 | 12 | ||
Thereafter | 2 | ||
Total lease payments | 679 | ||
Less imputed interest | (41) | ||
Finance Lease, Liability, Total | 638 | ||
Current portion of lease liabilities | (297) | (304) | 0 |
Total long term lease liabilities | $ 317 | $ 334 | $ 0 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Inventory [Line Items] | |||
Inventories | $ 199,402 | $ 201,363 | $ 192,922 |
Bulk Wine and Spirits | |||
Inventory [Line Items] | |||
Inventories | 84,602 | 88,978 | |
Bottled Wine and Spirits | |||
Inventory [Line Items] | |||
Inventories | 100,075 | 86,785 | |
Bottling and Packaging Supplies | |||
Inventory [Line Items] | |||
Inventories | 13,455 | 15,690 | 16,328 |
Nonwine Inventory | |||
Inventory [Line Items] | |||
Inventories | $ 1,204 | $ 996 | $ 831 |
Line of Credit - Additional Inf
Line of Credit - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Apr. 30, 2021 |
Line Of Credit Facility [Line Items] | |||||
Restricted Cash | $ 0 | $ 4,800 | |||
Maximum | Amended And Restated Loan And Security Agreement | |||||
Line Of Credit Facility [Line Items] | |||||
Aggregate principal amount | $ 480,000 | ||||
Revolving Credit Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Debt Instrument, interest rate, effective percentage | 7.40% | 4.80% | 2.60% | 3.30% | |
Accounts Receivable And Inventory Revolving Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Aggregate principal amount | 230,000 | ||||
Capital Expenditure Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Aggregate principal amount | $ 50,000 |
Interest Rate Swap - Additional
Interest Rate Swap - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||
Mar. 13, 2023 USD ($) | Mar. 31, 2020 USD ($) Agreements | Jul. 31, 2019 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Derivatives Fair Value [Line Items] | |||||
Fair Value of Asset | $ 8,986,000 | $ 9,157,000 | |||
Number of interest rate swap agreements | Agreements | 2 | ||||
Interest Rate Swap One Agreement | |||||
Derivatives Fair Value [Line Items] | |||||
Derivative, notional amount | $ 50,000,000 | $ 28,800,000 | 28,800,000 | 28,800,000 | |
Derivative, fixed interest rate | 0.77% | ||||
Fair Value of Asset | 2,900,000 | 2,300,000 | |||
Derivative termination month and year | 2026-07 | ||||
Interest Rate Swap Two Agreement | |||||
Derivatives Fair Value [Line Items] | |||||
Derivative, notional amount | 75,000,000 | $ 46,800,000 | 46,800,000 | 46,800,000 | |
Derivative, fixed interest rate | 0.71% | ||||
Fair Value of Asset | 3,200,000 | 2,700,000 | |||
Derivative termination month and year | 2025-03 | ||||
Interest Rate Swap | |||||
Derivatives Fair Value [Line Items] | |||||
Cash termination gain | $ 6,300,000 | ||||
June 2018 Interest Rate Swap | |||||
Derivatives Fair Value [Line Items] | |||||
Derivative, notional amount | $ 50,000,000 | ||||
Derivative, fixed interest rate | 2.34% | ||||
Derivative termination month and year | 2026-07 | ||||
June 2018 Interest Rate Swap | 2019 Loan And Security Agreement | |||||
Derivatives Fair Value [Line Items] | |||||
Derivative, notional amount | $ 20,000,000 | ||||
Derivative, fixed interest rate | 2.99% | ||||
July 2019 Interest Rate Swap | |||||
Derivatives Fair Value [Line Items] | |||||
Derivative, notional amount | $ 50,000,000 | $ 50,000,000 | |||
Derivative, fixed interest rate | 2.34% | 2.34% | |||
Fair Value of Asset | $ 2,826,000 | $ 971,000 | |||
Derivative termination month and year | 2026-07 | 2026-07 |
Interest Rate Swap - Schedule o
Interest Rate Swap - Schedule of Interest Rate Swaps (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Derivatives Fair Value [Line Items] | ||
Fair Value of Asset | $ 8,986 | $ 9,157 |
March 2020 Interest Rate Swap One | ||
Derivatives Fair Value [Line Items] | ||
Date of agreement | Mar. 31, 2020 | Mar. 31, 2020 |
Fixed Notional Amount | $ 28,800 | $ 28,800 |
Fixed Interest Rate | 0.78% | 0.78% |
Termination Date | 2026-07 | 2026-07 |
Fair Value of Asset | $ 2,911 | $ 2,282 |
March 2020 Interest Rate Swap Two | ||
Derivatives Fair Value [Line Items] | ||
Date of agreement | Mar. 31, 2020 | Mar. 31, 2020 |
Fixed Notional Amount | $ 46,800 | $ 46,800 |
Fixed Interest Rate | 0.71% | 0.71% |
Termination Date | 2025-03 | 2025-03 |
Fair Value of Asset | $ 3,249 | $ 2,748 |
July 2019 Interest Rate Swap | ||
Derivatives Fair Value [Line Items] | ||
Date of agreement | Jul. 31, 2019 | Jul. 31, 2019 |
Fixed Notional Amount | $ 50,000 | $ 50,000 |
Fixed Interest Rate | 2.34% | 2.34% |
Termination Date | 2026-07 | 2026-07 |
Fair Value of Asset | $ 2,826 | $ 971 |
April 2021 Interest Rate Swap | ||
Derivatives Fair Value [Line Items] | ||
Date of agreement | Apr. 30, 2021 | Apr. 30, 2021 |
Fixed Notional Amount | $ 0 | $ 75,000 |
Fixed Interest Rate | 2.32% | 2.32% |
Termination Date | 2023-03 | 2023-03 |
Fair Value of Asset | $ 0 | $ 2,046 |
May 2019 Interest Rate Swap | ||
Derivatives Fair Value [Line Items] | ||
Date of agreement | May 31, 2019 | May 31, 2019 |
Fixed Notional Amount | $ 0 | $ 50,000 |
Fixed Interest Rate | 2.25% | 2.25% |
Termination Date | 2023-03 | 2023-03 |
Fair Value of Asset | $ 0 | $ 1,110 |
Long-Term and Other Short-Ter_3
Long-Term and Other Short-Term Obligations - Summary of Long-term and Other Short-term Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Debt Instrument [Line Items] | |||
Long term debt | $ 188,995 | $ 189,324 | $ 185,289 |
Less current maturities | (17,605) | (14,449) | (14,909) |
Less unamortized deferred financing costs | (1,377) | (1,466) | (1,285) |
Long-term debt and lease obligation | 170,013 | 173,409 | 169,095 |
Base Rate | Borrowings | |||
Debt Instrument [Line Items] | |||
Long term debt | 0 | 40,776 | |
Secured Overnight Financing Rate (SOFR) | Borrowings | |||
Debt Instrument [Line Items] | |||
Long term debt | 12,762 | 12,762 | 0 |
Equipment Term Loan | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Long term debt | 3,433 | 3,433 | 0 |
Notes Payable to Bank | April 2023 | |||
Debt Instrument [Line Items] | |||
Long term debt | 0 | 593 | |
Notes Payable to Bank | March 2024 | |||
Debt Instrument [Line Items] | |||
Long term debt | 362 | 541 | 1,246 |
Notes Payable to Bank | April 2026 | |||
Debt Instrument [Line Items] | |||
Long term debt | 1,724 | 1,873 | 0 |
Notes Payable to Bank | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Long term debt | 0 | 76,792 | |
Notes Payable to Bank | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Long term debt | 142,531 | 142,532 | 0 |
Delayed Draw Term Loan | London Interbank Offered Rate (LIBOR) | December 2022 | |||
Debt Instrument [Line Items] | |||
Long term debt | 0 | 65,882 | |
Delayed Draw Term Loan | Secured Overnight Financing Rate (SOFR) | December 2027 | |||
Debt Instrument [Line Items] | |||
Long term debt | $ 28,183 | $ 28,183 | $ 0 |
Long-Term and Other Short-Ter_4
Long-Term and Other Short-Term Obligations - Summary of Long-term and Other Short-term Obligations (Parenthetical) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jan. 13, 2022 | Sep. 30, 2023 | Mar. 13, 2022 | Jun. 13, 2022 | Jun. 30, 2023 | |
Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | (0.10%) | 0.15% | 0.25% | 1% | |
Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.25% | ||||
Borrowings | Secured Overnight Financing Rate (SOFR) | June 2027 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 5.33% | 5.16% | |||
Borrowings | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.75% | ||||
Borrowings | Base Rate | June 2027 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.35% | 2.35% | |||
Notes Payable to Bank | April 2023 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, periodic payment | $ 60 | ||||
Maturity period | 2023-04 | ||||
Fixed interest rate | 3.60% | ||||
Notes Payable to Bank | March 2024 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, periodic payment | $ 61 | $ 61 | |||
Maturity period | 2024-03 | 2024-03 | |||
Fixed interest rate | 2.75% | 2.75% | |||
Notes Payable to Bank | December 2022 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.75% | ||||
Notes Payable to Bank | April 2026 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, periodic payment | $ 61 | $ 61 | |||
Maturity period | 2026-04 | 2026-04 | |||
Fixed interest rate | 7.50% | 7.50% | |||
Notes Payable to Bank | December 2027 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.35% | 2.35% | |||
Notes Payable to Bank | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, periodic payment | $ 1,077 | ||||
Notes Payable to Bank | London Interbank Offered Rate (LIBOR) | December 2022 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, periodic payment | 1,180 | ||||
Notes Payable to Bank | Secured Overnight Financing Rate (SOFR) | June 2027 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, periodic payment | $ 801 | 801 | |||
Notes Payable to Bank | Secured Overnight Financing Rate (SOFR) | December 2027 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, periodic payment | $ 1,454 | $ 1,454 | |||
Maturity period | 2027-12 | 2027-12 | |||
Debt instrument, basis spread on variable rate | 5.33% | 5.16% | |||
Equipment Term Loan | Secured Overnight Financing Rate (SOFR) | December 2026 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, periodic payment | $ 250 | $ 250 | |||
Debt instrument, basis spread on variable rate | 5.33% | 5.16% | |||
Equipment Term Loan | Base Rate | December 2026 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.35% | 2.35% | |||
Delayed Draw Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, periodic payment | $ 1,260 | ||||
Debt instrument, basis spread on variable rate | 1.75% | ||||
Delayed Draw Term Loan | December 2027 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, periodic payment | $ 818 | $ 818 | |||
Maturity period | 2027-12 | ||||
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% | 5.16% | |||
Delayed Draw Term Loan | Base Rate | December 2027 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.35% | 2.35% |
Long-Term and Other Short-Ter_5
Long-Term and Other Short-Term Obligations - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Oct. 12, 2023 | Oct. 31, 2023 | Jan. 13, 2022 | Dec. 31, 2022 | Mar. 13, 2022 | Dec. 31, 2022 | Jun. 13, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Dec. 13, 2022 | Sep. 30, 2022 | Apr. 30, 2021 | |
Debt Instrument [Line Items] | |||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (479,000) | $ 0 | |||||||||||
Debt Instrument, Covenant Description | (i) a minimum fixed charge coverage ratio (based on trailing twelve-month EBITDA adjusted for capital expenditures, taxes and certain other items) of 1.10:1.00l measured on a rolling four quarter basis provided that the minimum capital expenditure amount for purposes of calculating the fixed charge coverage ratio will increase by $175.0 thousand per quarter until it reaches $1.5 million, (ii) the addition of a maximum debt to capitalization ratio covenant, initially set at 0.60:1.00 for each quarter until December 31, 2023 and stepping down to 0.575:1.00 for each quarter until March 31, 2024 and 0.55:1.00 for each quarter until December 31, 2024 and thereafter, (iii) certain new EBITDA addbacks (and one historical EBITDA deduction in the amount of $1.4 million for the quarter ended September 30, 2022) and (iv) certain amendments to the conditions for permitted acquisitions and accordion increases. | ||||||||||||
Capital Expenditure Amoun tIncrease In Coverage Ratio | $ 175,000 | ||||||||||||
Capital Expenditure Maximum Amount of Coverage Ratio | 1,500,000 | ||||||||||||
Deduction in EBITDA | $ 1,400,000 | ||||||||||||
Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Covenant Description | (i) waives certain existing events of default relating to the Company’s failure to comply with the financial covenants and financial reporting requirements set forth in the credit agreement for prior fiscal periods; (ii) reduces the aggregate revolving commitment and the aggregate delayed draw term loan commitment to $200,000,000 and $38,100,000, respectively; (iii) replaces the maximum debt to capitalization financial covenant with a minimum adjusted EBITDA financial covenant of not less than (1) $4,000,000 for the fiscal quarter ending September 30, 2023, (2) $17,000,000 for the two fiscal quarter period ending December 31, 2023, (3) $27,000,000 for the three fiscal quarter period ending March 31, 2024, (4) $34,000,000 for the four fiscal quarter period ending June 30, 2024, and (5) $35,000,000 for each four fiscal quarter period ending thereafter; (iv) adds a minimum liquidity covenant of $25,000,000 (or, for fiscal quarters ending in December, $15,000,000), which applies only for the fiscal quarters ending September 30, 2023 through and including December 31, 2024 (the “Covenant Modification Period”); (v) suspends the minimum fixed charge coverage ratio covenant for the fiscal quarters ending September 30, 2023 through and including June 30, 2024 and provides for a step-down of the minimum fixed charge coverage ratio to 1.00:1.00 for the remainder of the Covenant Modification Period; (vi) adds an equity cure right for the Company in the event of future breaches of the financial covenants; (vii) reduces revolver availability by (1) $15,000,000 during the months of February through September of each year and (2) $10,000,000 during the months of October through January of each year; (viii) suspends the exercise of incremental facilities during the Covenant Modification Period; (ix) restricts all permitted acquisitions during the term of the credit facilities, unless previously approved by the required Lenders; (x) increases in the applicable margin for all credit facilities to 3.00% for SOFR Loans and 2.00% for ABR Loans, which margins will step-up further if certain prepayments of the term loans are not made by certain dates prescribed in the 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 | Previously Reported | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Covenant Description | (i) waives certain existing events of default relating to the Company’s failure to comply with the financial covenants and financial reporting requirements set forth in the Credit Agreement for prior fiscal periods; (ii) reduces the aggregate revolving commitment and the aggregate delayed draw term loan commitment to $200,000,000 and $38,100,000, respectively; (iii) replaces the maximum debt to capitalization financial covenant with a minimum adjusted EBITDA financial covenant of not less than (1) $4,000,000 for the fiscal quarter ending September 30, 2023, (2) $17,000,000 for the two fiscal quarter period ending December 31, 2023, (3) $27,000,000 for the three fiscal quarter period ending March 31, 2024, (4) $34,000,000 for the four fiscal quarter period ending June 30, 2024, and (5) $35,000,000 for each four fiscal quarter period ending thereafter; (iv) adds a minimum liquidity covenant of $25,000,000 (or, for fiscal quarters ending in December, $15,000,000), which applies only for the fiscal quarters ending September 30, 2023 through and including December 31, 2024 (the “Covenant Modification Period”); (v) suspends the minimum fixed charge coverage ratio covenant for the fiscal quarters ending September 30, 2023 through and including June 30, 2024 and provides for a step-down of the minimum fixed charge coverage ratio to 1.00:1.00 for the remainder of the Covenant Modification Period; (vi) adds an equity cure right for the Company in the event of future breaches of the financial covenants; (vii) reduces revolver availability by (1) $15,000,000 during the months of February through September of each year and (2) $10,000,000 during the months of October through January of each year; (viii) suspends the exercise of incremental facilities during the Covenant Modification Period; (ix) restricts all permitted acquisitions during the term of the credit facilities, unless previously approved by the required Lenders; (x) increases in the applicable margin for all credit facilities to 3.00% for SOFR Loans and 2.00% for ABR Loans, which margins will step-up further if certain prepayments of the Term Loans are not made by certain dates prescribed in the Amendment; (xi) adds additional mandatory prepayments of (1) $10,000,000 by no later than March 31, 2024, (2) an additional $10,000,000 by no later than June 30, 2024 and (3) an additional $25,000,000 by no later than December 31, 2024; (xii) adds additional mandatory prepayments in the event that the Borrowers maintain a cash balance in excess of $20,000,000; (xiii) permits additional sales of certain real property with an aggregate appraised value of approximately $60,000,000, in addition to related personal property assets; and (xiv) adds certain additional reporting requirements to Agent and the Lenders. | ||||||||||||
Subsequent Event | February through September | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Available amount under line of credit | $ 15,000,000 | ||||||||||||
Forecast [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Covenant Description | (i) waives certain existing events of default relating to the Company’s failure to comply with the financial covenants and financial reporting requirements set forth in the Credit Agreement for prior fiscal periods; (ii) reduces the aggregate revolving commitment and the aggregate delayed draw term loan commitment to $200,000,000 and $38,100,000, respectively; (iii) replaces the maximum debt to capitalization financial covenant with a minimum adjusted EBITDA financial covenant of not less than (1) $4,000,000 for the fiscal quarter ending September 30, 2023, (2) $17,000,000 for the two fiscal quarter period ending December 31, 2023, (3) $27,000,000 for the three fiscal quarter period ending March 31, 2024, (4) $34,000,000 for the four fiscal quarter period ending June 30, 2024, and (5) $35,000,000 for each four fiscal quarter period ending thereafter; (iv) adds a minimum liquidity covenant of $25,000,000 (or, for fiscal quarters ending in December, $15,000,000), which applies only for the fiscal quarters ending September 30, 2023 through and including December 31, 2024 (the “Covenant Modification Period”); (v) suspends the minimum fixed charge coverage ratio covenant for the fiscal quarters ending September 30, 2023 through and including June 30, 2024 and provides for a step-down of the minimum fixed charge coverage ratio to 1.00:1.00 for the remainder of the Covenant Modification Period; (vi) adds an equity cure right for the Company in the event of future breaches of the financial covenants; (vii) reduces revolver availability by (1) $15,000,000 during the months of February through September of each year and (2) $10,000,000 during the months of October through January of each year; (viii) suspends the exercise of incremental facilities during the Covenant Modification Period; (ix) restricts all permitted acquisitions during the term of the credit facilities, unless previously approved by the required Lenders; (x) increases in the applicable margin for all credit facilities to 3.00% for SOFR Loans and 2.00% for ABR Loans, which margins will step-up further if certain prepayments of the Term Loans are not made by certain dates prescribed in the Amendment; (xi) adds additional mandatory prepayments of (1) $10,000,000 by no later than March 31, 2024, (2) an additional $10,000,000 by no later than June 30, 2024 and (3) an additional $25,000,000 by no later than December 31, 2024; (xii) adds additional mandatory prepayments in the event that the Borrowers maintain a cash balance in excess of $20,000,000; (xiii) permits additional sales of certain real property with an aggregate appraised value of approximately $60,000,000, in addition to related personal property assets; and (xiv) adds certain additional reporting requirements to Agent and the Lenders. | ||||||||||||
Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving line of credit amount interest rate on outstanding | (0.10%) | 0.15% | 0.25% | 1% | |||||||||
Base Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving line of credit amount interest rate on outstanding | 2.25% | ||||||||||||
Federal Funds Rate Plus | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving line of credit amount interest rate on outstanding | 0.50% | ||||||||||||
Adjusted Base Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving line of credit amount interest rate on outstanding | 0.10% | ||||||||||||
Borrowings | Base Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving line of credit amount interest rate on outstanding | 1.75% | ||||||||||||
Minimum | Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving line of credit amount interest rate on outstanding | 1.50% | ||||||||||||
Maximum | Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving line of credit amount interest rate on outstanding | 2% | ||||||||||||
Accounts Receivable And Inventory Revolving Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 230,000,000 | ||||||||||||
Delay Draw Term Loan Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | 100,000,000 | ||||||||||||
Delay Draw Term Loan Facility | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | 55,000,000 | ||||||||||||
Capital Expenditure Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | 50,000,000 | ||||||||||||
Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Payment of loan fees | $ 2,600,000 | ||||||||||||
Original Issue Discount | 500,000 | ||||||||||||
Third-party debt issuance cost | $ 2,100,000 | ||||||||||||
Debt Instrument, interest rate, effective percentage | 4.80% | 3.30% | 7.40% | 2.60% | |||||||||
Revolving Credit Facility | Adjusted Base Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving line of credit amount interest rate on outstanding | 1% | ||||||||||||
Credit Facilities Other Than Revolving Facility | Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving line of credit amount interest rate on outstanding | 1.25% | ||||||||||||
Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | 100,000,000 | ||||||||||||
Payment of loan fees | $ 2,300,000 | ||||||||||||
Original Issue Discount | 500,000 | ||||||||||||
Third party costs | 1,900,000 | ||||||||||||
Term Loan | Equipment Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | 200,000 | ||||||||||||
Term Loan | Capex Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | 800,000 | ||||||||||||
Fourth Amendment | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
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 | $ 15,000,000 | |||||||||||
Fourth Amendment | Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Fiscal quarter ending September 30, 2023 | $ 4,000,000 | ||||||||||||
Fiscal quarter period ending December 31, 2023 | 17,000,000 | ||||||||||||
Fiscal quarter period ending March 31, 2024 | 27,000,000 | ||||||||||||
Fiscal quarter period ending June 30, 2024 | 34,000,000 | ||||||||||||
Thereafter | 35,000,000 | ||||||||||||
Minimum liquidity covenant | 25,000,000 | ||||||||||||
Debt instrument, periodic payment | 20,000,000 | ||||||||||||
Line of credit facility covenant aggregate appraised value | 60,000,000 | $ 60,000,000 | |||||||||||
Fourth Amendment | Subsequent Event | October through January | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Available amount under line of credit | 10,000,000 | ||||||||||||
Fourth Amendment | Subsequent Event | March 31, 2024 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, periodic payment | 10,000,000 | ||||||||||||
Fourth Amendment | Subsequent Event | June 30, 2024 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, periodic payment | 10,000,000 | ||||||||||||
Fourth Amendment | Subsequent Event | December 31, 2024 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, periodic payment | $ 25,000,000 | ||||||||||||
Fourth Amendment | Secured Overnight Financing Rate (SOFR) | Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving line of credit amount interest rate on outstanding | 3% | ||||||||||||
Fourth Amendment | Alternate Base Rate [Member] | Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving line of credit amount interest rate on outstanding | 2% | ||||||||||||
Fourth Amendment | Delay Draw Term Loan Facility | Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 38,100,000 | ||||||||||||
Fourth Amendment | Revolving Credit Facility | Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000,000 | ||||||||||||
Loan And Security Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Cash collateral for borrowed securities | 4,800,000 | ||||||||||||
Amended And Restated Loan And Security Agreement | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 480,000,000 | ||||||||||||
Second A&R Loan and Security Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 458,400,000 | ||||||||||||
Gain (Loss) on Extinguishment of Debt | 500,000 | ||||||||||||
Payments of Debt Restructuring Costs | $ 2,000 | ||||||||||||
Debt instrument, maturity | The Term Loan Facility matures on December 13, 2027, and the Second A&R Loan and Security Agreement extends the maturities of the other credit facilities as follows: (i) the Revolving Facility matures on December 13, 2027, (ii) the Equipment Loan matures on December 31, 2026, (iii) the Capex Facility matures on June 30, 2027 and (iv) the DDTL Facility matures on December 13, 2027. | ||||||||||||
Debt instrument, maturity period | Dec. 13, 2027 | ||||||||||||
Second A&R Loan and Security Agreement | Accounts Receivable And Inventory Revolving Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | 229,700,000 | ||||||||||||
Second A&R Loan and Security Agreement | Delay Draw Term Loan Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | 52,900,000 | ||||||||||||
Second A&R Loan and Security Agreement | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | 20,000,000 | ||||||||||||
Proceeds from new loan | $ 125,000,000 | ||||||||||||
Debt instrument, maturity period | Dec. 13, 2027 | ||||||||||||
Second A&R Loan and Security Agreement | Revolving Credit Facility | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate on debt | 0.15% | ||||||||||||
Second A&R Loan and Security Agreement | Revolving Credit Facility | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate on debt | 0.20% | ||||||||||||
Second A&R Loan and Security Agreement | Equipment Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | 4,200,000 | ||||||||||||
Proceeds from new loan | $ 4,200,000 | ||||||||||||
Debt instrument, maturity period | Dec. 31, 2026 | ||||||||||||
Second A&R Loan and Security Agreement | Capex Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | 15,200,000 | ||||||||||||
Proceeds from new loan | $ 15,200,000 | ||||||||||||
Debt instrument, maturity period | Jun. 30, 2027 | ||||||||||||
Second A&R Loan and Security Agreement | Delayed Draw Term Loan Facility Credit Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from new loan | $ 30,600,000 | ||||||||||||
Debt instrument, maturity period | Dec. 13, 2027 | ||||||||||||
Second A&R Loan and Security Agreement | Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 156,500,000 | ||||||||||||
Interest rate on debt | 0.25% | ||||||||||||
Proceeds from new loan | $ 154,600,000 |
Long-Term 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 | Jun. 30, 2022 |
Long-Term Debt, Unclassified [Abstract] | |||
2024 | $ 14,119 | $ 14,449 | |
2025 | 13,956 | 13,956 | |
2026 | 13,885 | 13,885 | |
2027 | 12,672 | 12,672 | |
2028 | 134,363 | 134,362 | |
Thereafter | 0 | ||
Long term debt | $ 188,995 | $ 189,324 | $ 185,289 |
Noncontrolling Interest - Addit
Noncontrolling Interest - Additional Information (Details) - July 2016 Noncontrolling Redeemable Interest $ in Millions | Jul. 31, 2016 USD ($) |
Minority Interest [Line Items] | |
Stock issued during period, value | $ 1.4 |
Minimum Capital Stock Sold Percentage on Outstanding Capital Stock | 25% |
Minimum Assets Sold Percentage on Aggregate Value of Assets | 25% |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share based compensation | $ 6,737 | $ 5,116 |
Stock Options [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share based compensation | 1,452 | 753 |
Restricted Stock Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share based compensation | $ 5,285 | $ 4,363 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Aug. 11, 2021 | Aug. 11, 2021 | Sep. 30, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 08, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Additional shares received of common stock | 5,726,864 | |||||||
Earn out shares, description | was at or above $15 (but below $20), 50% of the Earnout Shares will be issued; and | |||||||
Fair value of earn out shares | $ 32.4 | |||||||
Earnout shares issued | 0 | 0 | ||||||
Value of additional payment of common stock | $ 5 | $ 5 | ||||||
Earnout payment in cash | 50% | |||||||
Earnout payment in stock | 50% | |||||||
Stock Repurchase Program, Authorized Amount | $ 30 | |||||||
Repurchases of common stock | 2,871,894 | |||||||
Average price of share repurchased | $ 9.04 | |||||||
Private Warrants | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Warrants to purchase of common stock | 7,646,453 | 8,000,000 | ||||||
Public Warrants | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Warrants to purchase of common stock | 18,000,000 | 18,000,000 | ||||||
Exercise price per share of warrants outstanding | $ 11.5 | $ 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 | 5 years | ||||||
Common Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Exercise price per share of warrants outstanding | $ 11.5 | $ 11.5 | ||||||
Restricted stock units vested (in shares) | 233,311 | |||||||
Shares paid for tax withholding (in shares) | 29,655 | |||||||
Warrants | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Warrants to purchase of common stock | 25,646,453 | 25,646,453 | ||||||
Warrants repurchased | 171,994 | 181,553 | ||||||
Repurchases of common stock | 171,994 | 181,553 | ||||||
Shares repurchased, price per share | $ 1 | $ 1.46 | ||||||
Treasury Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Repurchases of common stock | 2,871,894 | |||||||
Stock repurchased during period, value | $ 0.2 | $ 26.3 | ||||||
Stock Options [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Contractual life | 10 years | 10 years | ||||||
Required maximum volume weighted average price per common stock for exercise of vested options | $ 12.5 | $ 12.5 | ||||||
Unrecognized compensation expense to stock option | $ 3.3 | $ 4.4 | ||||||
Weighted Average Grant Date Fair Value | $ 1.27 | $ 3.27 | ||||||
Minimum risk-free interest rate | 1.80% | |||||||
Risk-free interest rate | 1.80% | |||||||
Maximum risk-free interest rate | 3.90% | |||||||
Expected term | 5 years 6 months | |||||||
Minimum expected volatility | 29.70% | |||||||
Expected volatility | 40% | |||||||
Maximum expected volatility | 50% | |||||||
Expected dividend yield | 0% | 0% | ||||||
Weighted average period | 5 years | 4 years 6 months | ||||||
Stock options exercisable | 932,813 | 705,342 | ||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense to stock option | $ 3 | $ 3 | ||||||
Weighted Average Grant Date Fair Value | $ 2.32 | $ 4.98 | $ 0 | $ 8.14 | ||||
Weighted average period | 2 years 4 months 24 days | 2 years 7 months 6 days | ||||||
Restricted stock units issued | 151,052 | |||||||
Restricted stock units vested (in shares) | 233,311 | 840,186 | ||||||
Shares paid for tax withholding (in shares) | 297,212 | |||||||
Restricted stock units forfeited | 132,881 | 569,489 | 0 | |||||
Minimum | Stock Options [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Expected term | 5 years 6 months | |||||||
Maximum | Stock Options [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Expected term | 7 years 4 months 24 days | |||||||
Share Repurchase Plan | Warrants | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Repurchase of warrants | 353,547 | |||||||
2021 Omnibus Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Reserved shares of stock for issuance | 11,200,000 | |||||||
Prior to May 17, 2023 | Stock Options [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of stock options expected to vest after eighteen months of grant date | 25% | 25% | ||||||
Percentage of stock options expected to vest on each of second, third and fourth anniversary of the grant date | 25% | 25% | ||||||
Prior to May 17, 2023 | Restricted Stock Units (RSUs) [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted stock units vesting percentage | 25% | 25% | ||||||
Subsequent to May 17, 2023 | Stock Options [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of stock options expected to vest on each of second, third and fourth anniversary of the grant date | 25% | 25% | ||||||
Percentage of stock options expected to vest after twelve months of grant date | 25% | 25% | ||||||
Subsequent to May 17, 2023 | Restricted Stock Units (RSUs) [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted stock units vesting percentage | 25% | 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 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |||
Stock Options, Beginning Balance | 2,869,837 | 3,503,527 | 0 |
Stock Options, Granted | 359,214 | 842,872 | 3,533,627 |
Stock Options, Forfeited or cancelled | (513,235) | (1,476,562) | (30,100) |
Stock Options, Ending balance | 2,715,816 | 2,869,837 | 3,503,527 |
Weighted Average Exercise Price, Beginning balance | $ 10.31 | $ 10.5 | $ 0 |
Weighted Average Exercise Price, Granted | 1.26 | 9.82 | 10.5 |
Weighted Average Exercise Price, Canceled and forfeited | 10.5 | 10.5 | 10.5 |
Weighted Average Exercise Price, Ending balance | $ 9.07 | $ 10.31 | $ 10.5 |
Weighted-Average Remaining Contractual Life | 8 years 7 months 6 days | 8 years 9 months 18 days | 9 years 7 months 6 days |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock Option, Beginning Balance | 1,162,439 | 0 | 1,902,068 |
Stock Units, Granted | 1,794,562 | 670,046 | 1,902,068 |
Stock Units, Vested | (233,311) | (840,186) | |
Stock Units, Forfeited | (132,881) | (569,489) | 0 |
Stock Option, Ending Balance | 2,590,809 | 1,162,439 | 0 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 4.98 | $ 0 | $ 8.14 |
Weighted Average Grant Date Fair Value, Granted | 1.03 | 2.98 | 8.14 |
Weighted Average Grant Date Fair Value, Vested | 3.31 | 8.34 | |
Weighted Average Grant Date Fair Value, Forfeited or cancelled | 6.51 | 8.22 | 0 |
Weighted Average Grant Date Fair Value, Ending Balance | $ 2.32 | $ 4.98 | $ 0 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Changes in Repurchases of Common Stock and Warrants (Details) - shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Beginning balance | 2,871,894 | |
Repurchases of common stock | 2,871,894 | |
Ending Balance | 2,871,894 | 2,871,894 |
Treasury Stock | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Repurchases of common stock | 2,871,894 | |
Warrants | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Beginning balance | 3,053,447 | 0 |
Repurchases of common stock | 171,994 | 181,553 |
Ending Balance | 3,225,441 | 3,053,447 |
Stock Incentive Plan - Addition
Stock Incentive Plan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Stock Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total unrecognized stock-based compensation related to stock options | $ 3.3 | $ 4.4 | ||
Stock-based compensation award which is expected be recognized over weighted-average period | 5 years | 4 years 6 months | ||
Contractual life | 10 years | 10 years | ||
Weighted Average Grant Date Fair Value | $ 1.27 | $ 3.27 | ||
Risk-free interest rate | 1.80% | |||
Expected volatility | 40% | |||
Restricted Stock Units | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total unrecognized stock-based compensation related to stock options | $ 3 | $ 3 | ||
Stock-based compensation award which is expected be recognized over weighted-average period | 2 years 4 months 24 days | 2 years 7 months 6 days | ||
Weighted Average Grant Date Fair Value | $ 2.32 | $ 4.98 | $ 0 | $ 8.14 |
Commitments, Contingent Liabi_3
Commitments, Contingent Liabilities and Litigation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Oct. 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Loss Contingencies [Line Items] | |||||
Allegation for potential damages | $ 3 | $ 3 | |||
Loss contingency accrued earn-out liabilities | 0.4 | 0.4 | |||
Purchases under contract | $ 12.8 | $ 15.8 | $ 49.4 | $ 41.7 | |
Settlement amount paid to the claimant | $ 0.4 |
Commitments, Contingent Liabi_4
Commitments, Contingent Liabilities and Litigation - Schedule of Purchase Commitments (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Purchase Commitment, Excluding Long-Term Commitment [Line Items] | |
2024 | $ 25,969 |
2025 | 9,935 |
2026 | 3,786 |
2027 | 347 |
2028 | 264 |
Purchase obligation | 40,301 |
Previously Reported | |
Purchase Commitment, Excluding Long-Term Commitment [Line Items] | |
2024 | 31,693 |
2025 | 8,433 |
2026 | 3,786 |
2027 | 347 |
2028 | 264 |
Purchase obligation | $ 44,523 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Jul. 31, 2024 | Jul. 19, 2023 | Feb. 07, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | |||||||
Restricted stock units | 100,000 | ||||||
Other expenses | $ 123,000 | $ 125,000 | $ 500,000 | $ 400,000 | |||
Stock-based compensation expense | 6,737,000 | 5,116,000 | |||||
Profit from sale of Purple Cowboy | 65,000 | 75,000 | (8,993,000) | ||||
Payments related to sponsorship and marketing services | 400,000 | 300,000 | |||||
Payments to Sonoma Brands Partners II, LLC | 200,000 | 200,000 | |||||
Payment to capital markets and mergers and acquisitions | 50,000 | 50,000 | 200,000 | $ 100,000 | |||
Forecast | |||||||
Related Party Transaction [Line Items] | |||||||
Sponsorship payments | $ 20,000,000 | ||||||
Previously Reported [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Base salary | $ 250,000 | ||||||
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 | ||||||
Company Executive Officer | |||||||
Related Party Transaction [Line Items] | |||||||
Payments related to sponsorship and marketing services | $ 10,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Tax Credit Carryforward [Line Items] | |||||
Federal income tax at the statutory rate | 21% | 21% | 21% | 21% | |
Valuation allowance | $ 15,395 | $ 0 | |||
Inventory, LIFO reserve, effect on income, net | $ 110 | $ 0 | |||
Unrecognized income tax benefit, Gross decreases | 0 | ||||
Unrecognized income tax benefit, Gross increases | 0 | ||||
Unrecognized tax benefits | 2,024 | $ 1,978 | $ 1,835 | ||
Income tax benefit, accrued interest and penalty | $ 0 | ||||
California Tax Authority | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforward, duration | begin to expire in the tax year of 2040 | ||||
Operating loss carryforwards | $ 64,800 | ||||
Other States | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforward, duration | which will begin to expire in 2033 | ||||
Research Tax Credit Carryforward | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforward, duration | begin to expire in July 2043 | ||||
Research Tax Credit Carryforward | California Tax Authority | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforward, amount | $ 2,400 | ||||
Domestic Tax Authority | |||||
Tax Credit Carryforward [Line Items] | |||||
Operating loss carryforwards | 63,400 | ||||
Domestic Tax Authority | Research Tax Credit Carryforward | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforward, amount | $ 3,500 |
Income Taxes - Schedule of (los
Income Taxes - Schedule of (loss) income from continuing operations before provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Contingency [Line Items] | ||
Income (loss) before provision for income taxes | $ (221,589) | $ 21 |
United States | ||
Income Tax Contingency [Line Items] | ||
Income (loss) before provision for income taxes | $ (221,589) | $ 21 |
Income Taxes - Schedule of inco
Income Taxes - Schedule of income tax provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Current tax expense (benefit) | ||||
Federal | $ 0 | $ 0 | ||
State | 374 | 80 | ||
Total current expense (benefit) | 374 | 80 | ||
Deferred tax expense (benefit) | ||||
Federal | (25,290) | 496 | ||
State | (6,444) | 147 | ||
Total deferred tax expense (benefit) | $ 195 | $ 2,296 | (31,734) | 643 |
Total (benefit) provision for income taxes | $ 244 | $ 1,474 | $ (31,360) | $ 723 |
Income Taxes - Schedule of effe
Income Taxes - Schedule of effective income tax expense reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Income taxes at statutory rate | $ (46,512) | $ 5 | ||
State taxes | (10,510) | 266 | ||
Goodwill impairment | 10,559 | 0 | ||
Valuation allowance | 15,395 | 0 | ||
Stock-based compensation | 940 | 179 | ||
Other, net | (1,232) | 273 | ||
Total (benefit) provision for income taxes | $ 244 | $ 1,474 | $ (31,360) | $ 723 |
Percentage of income taxes at statutory rate | 21% | 21% | 21% | 21% |
Percentage of state taxes | 4.70% | 75.50% | ||
Percentage of Goodwill impairment | (4.80%) | 0% | ||
Percentage of Valuation allowance | (6.90%) | 0% | ||
Percentage of stock-based compensation | (0.40%) | 121.10% | ||
Percentage of other, net | 0.60% | 59.10% | ||
Percentage of total provision for income taxes | 14.20% | 276.70% |
Income Taxes - Schedule of defe
Income Taxes - Schedule of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Deferred tax assets | ||
Accruals | $ 1,159 | $ 946 |
Captive | 504 | 559 |
Operating loss carryforwards | 18,000 | 13,708 |
Lease liability | 9,195 | 0 |
Inventories | 657 | 1,673 |
Investments | 0 | 0 |
Intangibles | 9,928 | 0 |
Interest | 5,401 | 1,933 |
Stock compensation | 1,579 | 1,081 |
Research and development tax credit carry forwards, net of uncertain tax position | 3,793 | 3,793 |
Other | 2,414 | 747 |
Deferred tax assets | 52,630 | 24,440 |
Deferred tax liabilities | ||
Property, plant, and equipment | (24,624) | (30,045) |
Prepaid expenses | (872) | (728) |
Intangible assets | 0 | (17,186) |
Right of use | (9,169) | 0 |
Investments | (2,038) | (2,830) |
Inventories | 0 | (1,530) |
Change in accounting method | (1,038) | (1,446) |
Deferred tax liabilities | (37,741) | (53,765) |
Valuation allowance | (15,395) | 0 |
Deferred tax liability, net | $ (506) | $ (29,325) |
Income Taxes - Schedule of unre
Income Taxes - Schedule of unrecognized tax benefits liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Balance, beginning of period | $ 1,978 | $ 1,835 |
Tax position taken in prior period: | ||
Gross increases | 46 | 143 |
Gross decreases | 0 | |
Tax position taken in current period: | ||
Gross increases | 0 | |
Gross decreases | 0 | |
Lapse of statute of limitations | 0 | |
Settlements | 0 | |
Balance, end of period | $ 2,024 | $ 1,978 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Retirement Benefits [Abstract] | ||
Matching contribution | $ 1.5 | $ 1.4 |
Segments - Additional Informati
Segments - Additional Information (Details) - Wholesale - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||
Depletion | $ 0.9 | $ 1.9 |
Accounts Payable and Accrued Liabilities | $ 0.6 | $ 0.3 |
Segments - Summary of Revenue b
Segments - Summary of Revenue by Segment and Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Total cost of revenues | $ 73,274 | $ 78,080 | $ 283,228 | $ 292,835 |
Restructuring expenses | 4,002 | |||
Income (loss) from operations | (9,861) | (3,385) | (208,817) | (7,911) |
Direct to Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Total cost of revenues | 17,983 | 19,992 | 83,369 | 92,201 |
Restructuring expenses | 63 | |||
Income (loss) from operations | 2,214 | 1,969 | (18,286) | 15,995 |
Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Total cost of revenues | 19,144 | 23,987 | 86,718 | 83,913 |
Restructuring expenses | 2,289 | |||
Income (loss) from operations | (1,293) | 2,288 | (130,475) | 3,031 |
Business to Business | ||||
Segment Reporting Information [Line Items] | ||||
Total cost of revenues | 36,148 | 34,180 | 113,183 | 113,835 |
Restructuring expenses | 0 | |||
Income (loss) from operations | 4,898 | 10,533 | 12,284 | 17,751 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Total cost of revenues | (1) | (79) | (42) | 2,886 |
Restructuring expenses | 1,650 | |||
Income (loss) from operations | $ (15,680) | $ (18,175) | $ (72,340) | $ (44,688) |
Segments - Summary of Depreciat
Segments - Summary of Depreciation Expense Recognized by Operating Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Depreciation | $ 1,129 | $ 1,014 | $ 4,026 | $ 3,372 |
Direct to Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation | 317 | 291 | 1,111 | 1,121 |
Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation | 8 | 40 | 27 | 130 |
Business to Business | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation | 279 | 235 | 990 | 1,328 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation | $ 525 | $ 448 | $ 1,898 | $ 793 |
Segments - Summary of Amortizat
Segments - Summary of Amortization Expense Recognized by Operating Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Amortization Expense | $ 1,636 | $ 1,811 | $ 7,257 | $ 5,948 |
Direct to Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Amortization Expense | 596 | 821 | 3,193 | 3,579 |
Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Amortization Expense | 660 | 616 | 2,514 | 1,657 |
Business to Business | ||||
Segment Reporting Information [Line Items] | ||||
Amortization Expense | 380 | 374 | 1,537 | 712 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Amortization Expense | $ 0 | $ 0 | $ 13 | $ 0 |
Earnings Per Share - Computatio
Earnings 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 | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net (loss) income | $ (15,098) | $ 1,358 | $ (190,229) | $ (702) |
Less: income (loss) allocable to noncontrolling interest | (40) | (174) | (1,262) | (277) |
Net (loss) income allocable to common shareholders | (15,058) | 1,532 | (188,967) | (425) |
Numerator- Basic EPS | ||||
Net (loss) income allocable to common shareholders | (15,058) | 1,532 | (188,967) | (425) |
Numerator- Diluted EPS | ||||
Net (loss) income allocated to common shareholders | $ (15,058) | $ 1,532 | $ (188,967) | $ (425) |
Weighted average common shares outstanding - Basic | 59,413,048 | 58,819,160 | 59,096,045 | 60,673,789 |
Effect of dilutive securities: | 0 | 0 | ||
Weighted average common shares - Diluted | 59,413,048 | 59,137,036 | 59,096,045 | 60,673,789 |
Net (loss)income per share basic | $ (0.25) | $ 0.03 | $ (3.2) | $ (0.01) |
Net (loss) income per share diluted | $ (0.25) | $ 0.03 | $ (3.2) | $ (0.01) |
Restricted Stock Units | ||||
Numerator- Diluted EPS | ||||
Effect of dilutive securities: | 0 | 317,876 |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 30,953,078 | 31,312,749 | 29,678,529 | 31,223,842 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 2,590,809 | 1,990,655 | 1,162,439 | 1,902,068 |
Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 2,715,816 | 3,675,641 | 2,869,837 | 3,503,527 |
Warrant [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 25,646,453 | 25,646,453 | 25,646,253 | 25,818,247,000 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) | 3 Months Ended | 12 Months Ended | ||||||||||||||
Jul. 31, 2024 USD ($) | Mar. 11, 2024 USD ($) | Oct. 12, 2023 USD ($) | Jul. 20, 2023 USD ($) Role Workforce $ / shares shares | Jul. 19, 2023 USD ($) | Feb. 07, 2023 USD ($) | Mar. 31, 2024 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | Oct. 31, 2023 USD ($) | Sep. 13, 2023 $ / shares | |
Subsequent Event [Line Items] | ||||||||||||||||
Debt Instrument, Covenant Description | (i) a minimum fixed charge coverage ratio (based on trailing twelve-month EBITDA adjusted for capital expenditures, taxes and certain other items) of 1.10:1.00l measured on a rolling four quarter basis provided that the minimum capital expenditure amount for purposes of calculating the fixed charge coverage ratio will increase by $175.0 thousand per quarter until it reaches $1.5 million, (ii) the addition of a maximum debt to capitalization ratio covenant, initially set at 0.60:1.00 for each quarter until December 31, 2023 and stepping down to 0.575:1.00 for each quarter until March 31, 2024 and 0.55:1.00 for each quarter until December 31, 2024 and thereafter, (iii) certain new EBITDA addbacks (and one historical EBITDA deduction in the amount of $1.4 million for the quarter ended September 30, 2022) and (iv) certain amendments to the conditions for permitted acquisitions and accordion increases. | |||||||||||||||
Number of employees | Role | 25 | |||||||||||||||
Percentage of workforce | 4% | |||||||||||||||
Estimated cash expenditures | $ 393,000 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares | 359,214 | 842,872 | 3,533,627 | |||||||||||||
Weighted Average Exercise Price, Granted | $ / shares | $ 1.26 | $ 9.82 | $ 10.5 | |||||||||||||
Share-Based Payment Arrangement, Expense | $ 6,737,000 | $ 5,116,000 | ||||||||||||||
Health Insurance Product Line | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 125,000 | |||||||||||||||
Board of Directors Chairman | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Base salary | $ 212,500 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares | 4,000,000 | |||||||||||||||
Interim Chief Executive Officer [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Base salary | $ 17,500 | |||||||||||||||
Fourth Amendment | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Fiscal quarter ending September 30, 2023 | $ 4,000,000 | |||||||||||||||
Minimum liquidity covenant | $ 15,000,000 | |||||||||||||||
Restricted Stock Units | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Weighted average period | 2 years 4 months 24 days | 2 years 7 months 6 days | ||||||||||||||
Share-Based Payment Arrangement, Expense | $ 5,285,000 | $ 4,363,000 | ||||||||||||||
Forecast | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt Instrument, Covenant Description | (i) waives certain existing events of default relating to the Company’s failure to comply with the financial covenants and financial reporting requirements set forth in the Credit Agreement for prior fiscal periods; (ii) reduces the aggregate revolving commitment and the aggregate delayed draw term loan commitment to $200,000,000 and $38,100,000, respectively; (iii) replaces the maximum debt to capitalization financial covenant with a minimum adjusted EBITDA financial covenant of not less than (1) $4,000,000 for the fiscal quarter ending September 30, 2023, (2) $17,000,000 for the two fiscal quarter period ending December 31, 2023, (3) $27,000,000 for the three fiscal quarter period ending March 31, 2024, (4) $34,000,000 for the four fiscal quarter period ending June 30, 2024, and (5) $35,000,000 for each four fiscal quarter period ending thereafter; (iv) adds a minimum liquidity covenant of $25,000,000 (or, for fiscal quarters ending in December, $15,000,000), which applies only for the fiscal quarters ending September 30, 2023 through and including December 31, 2024 (the “Covenant Modification Period”); (v) suspends the minimum fixed charge coverage ratio covenant for the fiscal quarters ending September 30, 2023 through and including June 30, 2024 and provides for a step-down of the minimum fixed charge coverage ratio to 1.00:1.00 for the remainder of the Covenant Modification Period; (vi) adds an equity cure right for the Company in the event of future breaches of the financial covenants; (vii) reduces revolver availability by (1) $15,000,000 during the months of February through September of each year and (2) $10,000,000 during the months of October through January of each year; (viii) suspends the exercise of incremental facilities during the Covenant Modification Period; (ix) restricts all permitted acquisitions during the term of the credit facilities, unless previously approved by the required Lenders; (x) increases in the applicable margin for all credit facilities to 3.00% for SOFR Loans and 2.00% for ABR Loans, which margins will step-up further if certain prepayments of the Term Loans are not made by certain dates prescribed in the Amendment; (xi) adds additional mandatory prepayments of (1) $10,000,000 by no later than March 31, 2024, (2) an additional $10,000,000 by no later than June 30, 2024 and (3) an additional $25,000,000 by no later than December 31, 2024; (xii) adds additional mandatory prepayments in the event that the Borrowers maintain a cash balance in excess of $20,000,000; (xiii) permits additional sales of certain real property with an aggregate appraised value of approximately $60,000,000, in addition to related personal property assets; and (xiv) adds certain additional reporting requirements to Agent and the Lenders. | |||||||||||||||
Sponsorship payments | $ 20,000,000 | |||||||||||||||
Forecast | Fourth Amendment | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Fiscal quarter ending September 30, 2023 | $ 4,000,000 | |||||||||||||||
Fiscal quarter period ending December 31, 2023 | $ 17,000,000 | |||||||||||||||
Fiscal quarter period ending March 31, 2024 | $ 27,000,000 | |||||||||||||||
Fiscal quarter period ending June 30, 2024 | $ 34,000,000 | |||||||||||||||
Thereafter | $ 35,000,000 | |||||||||||||||
Minimum liquidity covenant | $ 25,000,000 | |||||||||||||||
Line of credit facility covenant aggregate appraised value | 60,000,000 | |||||||||||||||
Debt instrument, periodic payment | $ 20,000,000 | |||||||||||||||
Forecast | Fourth Amendment | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument, interest rate | 3% | |||||||||||||||
Forecast | Fourth Amendment | Alternate Base Rate [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument, interest rate | 2% | |||||||||||||||
Forecast | Fourth Amendment | March 31, 2024 | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument, periodic payment | $ 10,000,000 | |||||||||||||||
Forecast | Fourth Amendment | June 30, 2024 | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument, periodic payment | 10,000,000 | |||||||||||||||
Forecast | Fourth Amendment | December 31, 2024 | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument, periodic payment | 25,000,000 | |||||||||||||||
Forecast | Fourth Amendment | February through September | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Available amount under line of credit | 15,000,000 | |||||||||||||||
Forecast | Fourth Amendment | October through January | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Available amount under line of credit | $ 10,000,000 | |||||||||||||||
Forecast | Revolving Credit Facility [Member] | Fourth Amendment | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Maximum borrowing capacity | 200,000,000 | |||||||||||||||
Forecast | Delay Draw Term Loan Facility [Member] | Fourth Amendment | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Maximum borrowing capacity | $ 38,100,000 | |||||||||||||||
Forecast | Nasdaq | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Bid Price | $ 1,000 | |||||||||||||||
Forecast | Maximum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Estimated cash expenditures | 7,000,000 | |||||||||||||||
Forecast | Minimum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Estimated cash expenditures | $ 6,000,000 | |||||||||||||||
Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt Instrument, Covenant Description | (i) waives certain existing events of default relating to the Company’s failure to comply with the financial covenants and financial reporting requirements set forth in the credit agreement for prior fiscal periods; (ii) reduces the aggregate revolving commitment and the aggregate delayed draw term loan commitment to $200,000,000 and $38,100,000, respectively; (iii) replaces the maximum debt to capitalization financial covenant with a minimum adjusted EBITDA financial covenant of not less than (1) $4,000,000 for the fiscal quarter ending September 30, 2023, (2) $17,000,000 for the two fiscal quarter period ending December 31, 2023, (3) $27,000,000 for the three fiscal quarter period ending March 31, 2024, (4) $34,000,000 for the four fiscal quarter period ending June 30, 2024, and (5) $35,000,000 for each four fiscal quarter period ending thereafter; (iv) adds a minimum liquidity covenant of $25,000,000 (or, for fiscal quarters ending in December, $15,000,000), which applies only for the fiscal quarters ending September 30, 2023 through and including December 31, 2024 (the “Covenant Modification Period”); (v) suspends the minimum fixed charge coverage ratio covenant for the fiscal quarters ending September 30, 2023 through and including June 30, 2024 and provides for a step-down of the minimum fixed charge coverage ratio to 1.00:1.00 for the remainder of the Covenant Modification Period; (vi) adds an equity cure right for the Company in the event of future breaches of the financial covenants; (vii) reduces revolver availability by (1) $15,000,000 during the months of February through September of each year and (2) $10,000,000 during the months of October through January of each year; (viii) suspends the exercise of incremental facilities during the Covenant Modification Period; (ix) restricts all permitted acquisitions during the term of the credit facilities, unless previously approved by the required Lenders; (x) increases in the applicable margin for all credit facilities to 3.00% for SOFR Loans and 2.00% for ABR Loans, which margins will step-up further if certain prepayments of the term loans are not made by certain dates prescribed in the 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. | |||||||||||||||
Number of employees | Workforce | 25 | |||||||||||||||
Percentage of workforce | 4% | |||||||||||||||
Estimated annualized cost savings | $ 6,000,000 | |||||||||||||||
Percentage of target bonus of base salary | 80% | |||||||||||||||
Weighted average period | 4 years | |||||||||||||||
Sponsorship payments | $ 20,000,000 | |||||||||||||||
Subsequent Event | Health Insurance Product Line | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-Based Payment Arrangement, Expense | 125,000 | |||||||||||||||
Subsequent Event | Board of Directors Chairman | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Base salary | 900,000 | |||||||||||||||
Bonas salary | $ 326,000 | |||||||||||||||
Subsequent Event | February through September | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Available amount under line of credit | $ 15,000,000 | |||||||||||||||
Subsequent Event | Fourth Amendment | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Minimum liquidity covenant | 25,000,000 | |||||||||||||||
Line of credit facility covenant aggregate appraised value | 60,000,000 | |||||||||||||||
Debt instrument, periodic payment | $ 20,000,000 | |||||||||||||||
Subsequent Event | Fourth Amendment | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument, interest rate | 3% | |||||||||||||||
Subsequent Event | Fourth Amendment | Alternate Base Rate [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument, interest rate | 2% | |||||||||||||||
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 | |||||||||||||||
Subsequent Event | Restricted Stock Units | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares | 1,000,000 | |||||||||||||||
Subsequent Event | Restricted Stock Units | Vesting Period Year One [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Weighted Average Exercise Price, Granted | $ / shares | $ 1.5 | |||||||||||||||
Subsequent Event | Restricted Stock Units | Vesting Period Year 2 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Weighted Average Exercise Price, Granted | $ / shares | 3 | |||||||||||||||
Subsequent Event | Restricted Stock Units | Vesting Period Year Three [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Weighted Average Exercise Price, Granted | $ / shares | 4.5 | |||||||||||||||
Subsequent Event | Restricted Stock Units | Vesting Period Year Four [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Weighted Average Exercise Price, Granted | $ / shares | $ 6 | |||||||||||||||
Subsequent Event | Phantom Share Units (PSUs) [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares | 2,000,000 | |||||||||||||||
Subsequent Event | Phantom Share Units (PSUs) [Member] | Vesting Period Year One [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Weighted Average Exercise Price, Granted | $ / shares | $ 2 | |||||||||||||||
Subsequent Event | Phantom Share Units (PSUs) [Member] | Vesting Period Year 2 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Weighted Average Exercise Price, Granted | $ / shares | 4 | |||||||||||||||
Subsequent Event | Phantom Share Units (PSUs) [Member] | Vesting Period Year Three [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Weighted Average Exercise Price, Granted | $ / shares | $ 6 | |||||||||||||||
Subsequent Event | Revolving Credit Facility [Member] | Fourth Amendment | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Maximum borrowing capacity | 200,000,000 | |||||||||||||||
Subsequent Event | Delay Draw Term Loan Facility [Member] | Fourth Amendment | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Maximum borrowing capacity | $ 38,100,000 | |||||||||||||||
Subsequent Event | Nasdaq | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Bid price per share | $ / shares | $ 1 |