Vintage Wine Estates (VWESQ) 10-Q 12 Mar 24 2024 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Dec. 31, 2023	Mar. 08, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Registrant Name	Vintage Wine Estates, Inc.
Entity Central Index Key	0001834045
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--06-30
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		62,761,784
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	87-1005902
Entity Address Address Line One	205 Concourse Boulevard
Entity File Number	001-40016
Entity Address City Or Town	Santa Rosa
Entity Address State Or Province	CA
Entity Address Postal Zip Code	95403
City Area Code	877
Local Phone Number	289-9463
Document Transition Report	false
Class A common stock
Document Information [Line Items]
Security12b Title	Common stock, no par value per share
Trading Symbol	VWE
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Security12b Title	Warrants to purchase common stock
Trading Symbol	VWEWW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Dec. 31, 2023	Jun. 30, 2023
Current assets:
Cash and cash equivalents	$ 21,412	$ 18,233
Restricted cash	200	0
Accounts receivable, net	22,970	24,561
Other receivables	443	507
Inventories	155,255	201,363
Assets held for sale, net	35,878	511
Current interest rate swap asset	4,048	4,669
Prepaid expenses	11,831	14,895
Total current assets	252,037	264,739
Property, plant, and equipment, net	187,768	215,967
Operating lease right-of-use assets	28,783	32,945
Finance lease right-of-use-assets	516	630
Intangible assets, net	28,117	38,994
Interest rate swap asset	2,092	4,317
Other assets	3,195	3,562
Total assets	502,508	561,154
Current liabilities:
Line of credit	121,731	115,444
Accounts payable	27,425	20,413
Accrued liabilities and other payables	17,936	19,668
Accrued employee compensation	8,956	6,618
Current operating lease liabilities	6,194	6,243
Current finance lease liabilities	259	304
Current maturities of long-term debt	183,872	14,449
Total current liabilities	366,373	183,139
Other long-term liabilities	351	4,196
Long-term debt, less current maturities	0	173,409
Long-term operating lease liabilities	24,186	26,792
Long-term finance lease liabilities	265	334
Deferred tax liability	465	506
Total liabilities	391,640	388,376
Commitments and contingencies (Note 6)
Redeemable noncontrolling interest	252	262
Stockholders' equity
Preferred stock, no par value, 2,000,000 shares authorized, and none issued and outstanding at December 31, 2023 and June 30, 2023.	0	0
Common stock, no par value, 200,000,000 shares authorized, 62,761,784 issued and 59,889,890 outstanding at December 31, 2023 and 62,234,028 issued and 59,362,134 outstanding at June 30, 2023.	0	0
Additional paid-in capital	384,260	381,689
Treasury stock, at cost: 2,871,894 shares held at December 31, 2023 and June 30, 2023.	(26,034)	(26,034)
Accumulated deficit	(246,717)	(182,308)
Total Vintage Wine Estates, Inc. stockholders' equity	111,509	173,347
Noncontrolling interests	(893)	(831)
Total stockholders' equity	110,616	172,516
Total liabilities, redeemable noncontrolling interest, and stockholders' equity	$ 502,508	$ 561,154

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Dec. 31, 2023	Jun. 30, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0	$ 0
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	62,761,784	62,234,028
Common stock, shares outstanding	59,889,890	59,362,134
Repurchases of common stock	2,871,894	2,871,894

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Net revenue
Total revenue	$ 67,989	$ 78,401	$ 141,263	$ 156,481
Cost of revenue
Total cost of revenue	82,972	52,655	131,546	101,205
Gross (loss) profit	(14,983)	25,746	9,717	55,276
Selling, general, and administrative expenses	25,262	32,139	54,011	63,588
Amortization expense	1,888	1,805	3,524	3,616
Goodwill impairment losses	0	125,285	0	125,285
Intangible impairment losses	4,742	12,643	4,742	12,643
Gain on remeasurement of contingent liability	(6,179)	(3,474)	(5,208)	(3,289)
Restructuring (benefit) expense	(158)	0	3,844	0
Loss (gain) on insurance and litigation	148	0	148	(530)
(Gain) loss on sale of assets	(2)	4,430	(799)	4,430
Loss from operations	(40,684)	(147,082)	(50,545)	(150,467)
Other income (expense)
Interest expense	(6,119)	(5,650)	(11,044)	(9,031)
Net (loss) gain on interest rate swap agreements	(2,726)	(839)	(2,821)	8,488
Loss on extingushment of debt	0	(479)	0	(479)
Other, net	(53)	216	(26)	487
Total other (expense) income, net	(8,898)	(6,752)	(13,891)	(535)
Loss before provision for income taxes	(49,582)	(153,834)	(64,436)	(151,002)
Income tax (benefit) provision	(199)	(23,652)	45	(22,178)
Net loss	(49,383)	(130,182)	(64,481)	(128,824)
Net loss attributable to the noncontrolling interests	(32)	(1,047)	(72)	(1,221)
Net loss attributable to common stockholders	$ (49,351)	$ (129,135)	$ (64,409)	$ (127,603)
Net (loss) earnings per share allocable to common stockholders
Basic	$ (0.83)	$ (2.19)	$ (1.08)	$ (2.17)
Diluted	$ (0.83)	$ (2.19)	$ (1.08)	$ (2.17)
Weighted average shares used in the calculation of earnings per share allocable to common stockholders
Basic	59,721,395	58,941,899	59,567,221	58,880,529
Diluted	59,721,395	58,941,899	59,567,221	58,880,529
Wine, spirits and cider
Net revenue
Total revenue	$ 46,838	$ 53,706	$ 99,501	$ 105,976
Cost of revenue
Total cost of revenue	67,393	36,655	102,328	69,676
Nonwine
Net revenue
Total revenue	21,151	24,695	41,762	50,505
Cost of revenue
Total cost of revenue	$ 15,579	$ 16,000	$ 29,218	$ 31,529

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Redeemable Non controlling Interest	Common Stock	Treasury Stock	Additional Paid-In Capital	(Accumulated Deficit) Retained Earnings	Non-Controlling Interests
BEGINNING BALANCE at Jun. 30, 2022	$ 348,238				$ 376,099	$ (1,092)	$ (735)
BEGINNING BALANCE (Adoption of ASC 842) at Jun. 30, 2022	7,752					7,752
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		$ (26,034)
Stock-based compensation expense, net of forfeitures	3,440				3,440
Repurchase of public warrants	(172)				(172)
Shareholder distribution		(66)
Temporary equity, Net income (loss)		(146)
Net income (loss)	1,504					1,532	(28)
Redeemable Non-Controlling Interest Ending Balance at Sep. 30, 2022		1,282
ENDING BALANCE at Sep. 30, 2022	360,762			$ (26,034)	379,367	8,192	(763)
ENDING BALANCE (in Shares) at Sep. 30, 2022			61,691,054	2,871,894
Stock-based compensation expense, net of forfeitures	3,250				3,250
Restricted stock units vested (in shares)			755,880
Taxes paid related to net share settlement of equity awards	(976)				(976)
Taxes paid related to net share settlement of equity awards (in shares)			(285,381)
Temporary equity, Net income (loss)		(1,023)
Net income (loss)	(129,159)					(129,135)	(24)
Redeemable Non-Controlling Interest Ending Balance at Dec. 31, 2022	233,877	259
ENDING BALANCE at Dec. 31, 2022				$ (26,034)	381,641	(120,943)	(787)
ENDING BALANCE (in Shares) at Dec. 31, 2022			62,161,553	2,871,894
BEGINNING BALANCE at Jun. 30, 2023	172,516			$ (26,034)	381,689	(182,308)	(831)
BEGINNING BALANCE (in Shares) at Jun. 30, 2023			62,234,028	2,871,894
Redeemable Non-Controlling Interest Beginning Balance at Jun. 30, 2023	262	262
Stock-based compensation expense, net of forfeitures	1,269				1,269
Restricted stock units vested (in shares)			233,311
Restricted stock units vested	129				129
Taxes paid related to net share settlement of equity awards	(23)				(23)
Taxes paid related to net share settlement of equity awards (in shares)			(29,655)
Temporary equity, Net income (loss)		(7)
Net income (loss)	(15,091)					(15,058)	(33)
Redeemable Non-Controlling Interest Ending Balance at Sep. 30, 2023		255
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
BEGINNING BALANCE at Jun. 30, 2023	172,516			$ (26,034)	381,689	(182,308)	(831)
BEGINNING BALANCE (in Shares) at Jun. 30, 2023			62,234,028	2,871,894
Redeemable Non-Controlling Interest Beginning Balance at Jun. 30, 2023	262	262
Redeemable Non-Controlling Interest Ending Balance at Dec. 31, 2023	252	252
ENDING BALANCE at Dec. 31, 2023	110,616			$ (26,034)	384,260	(246,717)	(893)
ENDING BALANCE (in Shares) at Dec. 31, 2023			62,761,784	2,871,894
BEGINNING BALANCE at Sep. 30, 2023	158,800			$ (26,034)	383,064	(197,366)	(864)
BEGINNING BALANCE (in Shares) at Sep. 30, 2023			62,437,684	2,871,894
Redeemable Non-Controlling Interest Beginning Balance at Sep. 30, 2023		255
Stock-based compensation expense, net of forfeitures	1,277				1,277
Restricted stock units vested (in shares)			413,522
Taxes paid related to net share settlement of equity awards	(81)				(81)
Taxes paid related to net share settlement of equity awards (in shares)			(89,422)
Temporary equity, Net income (loss)		(3)
Net income (loss)	(49,380)					(49,351)	(29)
Redeemable Non-Controlling Interest Ending Balance at Dec. 31, 2023	252	$ 252
ENDING BALANCE at Dec. 31, 2023	$ 110,616			$ (26,034)	$ 384,260	$ (246,717)	$ (893)
ENDING BALANCE (in Shares) at Dec. 31, 2023			62,761,784	2,871,894

Condensed Consolidated Statem_3

Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net loss	$ (64,481)	$ (128,824)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation expense	8,126	7,856
Non-cash operating lease expense	2,799	2,638
Amortization expense	3,680	3,742
Amortization of deferred loan fees and line of credit fees	862	220
Goodwill and intangible assets impairment losses	4,742	137,928
Stock-based compensation expense	2,546	6,690
(Benefit) provision for credit losses	(84)	360
Provision for inventory reserves	32,474	497
Deferred income tax provision (benefit)	(41)	(22,212)
(Gain) loss on disposition of assets	(799)	4,430
Loss on extinguishment of debt	0	479
Remeasurement of contingent consideration liabilities	(5,208)	(3,289)
Net loss (gain) on interest rate swap agreements	2,821	(8,488)
Change in operating assets and liabilities:
Accounts receivable	1,353	1,485
Other receivables	64	3,066
Inventories	7,484	(4,837)
Prepaid expenses and other current assets	3,064	(12,186)
Other assets	(421)	619
Accounts payable	5,386	12,001
Accrued liabilities and other payables	4,329	2,081
Net change in lease assets and liabilities	(1,291)	(3,206)
Net cash provided by operating activities	7,405	1,050
Cash flows from investing activities
Proceeds from sale of assets	1,366	8,692
Purchases of property, plant, and equipment	(6,348)	(8,312)
Net cash (used in) provided by investing activities	(4,982)	380
Cash flows from financing activities
Principal payments on line of credit	(10,791)	(120,820)
Proceeds from line of credit	17,078	101,903
Payment of deferred financing costs		(1,975)
Change in outstanding checks in excess of cash	1,685	(467)
Loan fees	(564)	(377)
Principal payments on long-term debt	(3,986)	(58,497)
Proceeds from long-term debt	0	72,619
Principal payments on finance leases	(156)	(133)
Payments of minimum tax withholdings on stock-based payment awards	(103)	(976)
Distributions to noncontrolling interest	0	(66)
Repurchase of public warrants	0	(172)
Payments on acquisition earnout	(2,207)	(334)
Net cash provided by (used in) financing activities	956	(9,295)
Net change in cash, cash equivalents and restricted cash	3,379	(7,865)
Cash, cash equivalents and restricted cash, beginning of period	18,233	49,558
Cash and cash equivalents, and restricted cash, end of period	21,612	41,693
Noncash investing and financing activities:
Increase in operating lease assets and liabilities upon adoption of ASC 842	0	37,759
Increase in finance lease assets and liabilities upon adoption of ASC 842	0	67
Operating lease assets obtained in exchange for operating lease liabilities	118	0
Finance lease assets obtained in exchange for finance lease obligations	53	0
Issuance of shares in lieu of payment to consultant	129	0
Accrued interest on term loan and line-of credit refinanced to principal	0	1,726
Line of credit refinanced as term debt	0	9,646
Term debt refinanced with line of credit proceeds	0	3,823
Financing costs deducted from long-term debt proceeds	0	474
Financing costs deducted from line of credit proceeds	$ 0	$ 532

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (49,351)	$ (129,135)	$ (64,409)	$ (127,603)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Basis of Presentation and Signi

Basis of Presentation and Significant Accounting Policies	6 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	1 . Basis of Presentation and Si gnificant Accounting Policies Basis of Presentation The condensed consolidated financial statements include the accounts of all majority-owned or controlled subsidiaries, and all significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively. References to the "Company," "we," "our," "us," and similar pronouns in this Quarterly Report on Form 10-Q for the three and six months ended December 31, 2023 (this "Form 10-Q") refer to Vintage Wine Estates, Inc., a Nevada corporation, and its majority owned subsidiaries or controlled subsidiaries unless the context requires otherwise. Our fiscal year ends on June 30. References to fiscal 2024 in these condensed consolidated financial statements are to the fiscal year ending June 30, 2024. Our unaudited condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission ("SEC") instructions to Quarterly Reports on Form 10-Q and include the information and disclosures required by accounting principles generally accepted in the United States ("GAAP") for interim financial reporting. In the opinion of management, all adjustments necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included in this Form 10-Q. Except as disclosed elsewhere in this Form 10-Q, all such adjustments are of a normal and recurring nature. In addition, financial results presented for this fiscal 2024 interim period are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2024 or any other future interim or annual period. These condensed consolidated financial statements are unaudited and accordingly, should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the SEC on October 13, 2023. The June 30, 2023 condensed consolidated balance sheet was derived from the audited consolidated financial statements as of that date. Going Concern The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company did not meet certain financial debt covenants as required per our Second Amended and Restated Loan and Security Agreement (the "Second A&R Loan and Security Agreement") beginning with the quarter ended December 31, 2023, which constitutes an event of default. If the event of default is not cured or waived, the payment of the Company’s outstanding debt under the Second A&R Loan and Security Agreement may be accelerated. However, on February 28, 2024, the Company entered into a forbearance agreement (the "Forbearance Agreement") with respect to the Second A&R Loan and Security Agreement under which the Agent and Lenders (each as defined in Note 7) have agreed to forbear from enforcing their respective rights and remedies in respect to certain events of default under the agreement, subject to the terms and conditions set forth in the agreement, through March 31, 2024. See Note 7 for additional information. If the Company does not meet the terms of the Forbearance Agreement or if the events of default continue past the term of the Forbearance Agreement, and if the Agent and Lenders accelerate the maturity of the debt thereunder, the Company does not have sufficient cash to repay the outstanding debt. In response to these conditions, management is actively engaged in conversations with the lender under the Second A&R Loan and Security Agreement regarding potential amendments and waivers to the related financial covenants, however, whether an amendment or waiver is obtained is not within the Company's control, and therefore cannot be deemed probable. As a result of these uncertainties, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year as of the date these financial statements are issued. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might result from the outcome of this uncertainty. Restatement of Previously Issued Condensed Consolidated Financial Statements The Company restated its unaudited quarterly financial data, on October 13, 2023, for the periods ended September 30, 2022, December 31, 2022 and March 31, 2023. All amounts in this quarterly report on Form 10-Q affected by the restatement, including but not limited to the three and six months ended December 31, 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 six months ended December 31, 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, intangible assets for impairment, amortization methods and periods, contingent consideration, stock-based compensation, accounting for income taxes, loss contingencies and net assets held for sale, 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 . Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet that sums to the total of the same such amounts as shown in the condensed consolidated statements of cash flows: (in thousands) December 31, 2023 June 30, 2023 Cash and cash equivalents $ 21,412 $ 18,233 Restricted cash 200 - Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 21,612 $ 18,233 Allowance for Credit Losses The provision for credit losses for the periods ended December 31, 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: Three Months Ended December 31, Six Months Ended December 31, (in thousands) 2023 2022 2023 2022 United States $ 67,186 $ 77,644 $ 140,011 $ 155,187 International 803 757 1,252 1,294 Total net revenue $ 67,989 $ 78,401 $ 141,263 $ 156,481 The following table provides a disaggregation of revenue based on the pattern of revenue recognition: December 31, December 31, (in thousands) 2023 2022 2023 2022 Point in time $ 55,829 $ 68,823 $ 117,326 $ 134,202 Over time 12,160 9,578 23,937 22,279 Total net revenue $ 67,989 $ 78,401 $ 141,263 $ 156,481 Assets Held for Sale The Company classifies an asset group (‘asset’) as held for sale in the period that (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year (subject to certain events or circumstances), (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially and subsequently measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in selling, general and administrative expenses in the period in which the held for sale criteria are met. Conversely, gains are generally not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation or amortization expense on the asset. The Company assesses the fair value of assets held for sale less any costs to sell at each reporting period until the asset is no longer classified as held for sale. As of December 31, 2023, the Company has engaged a full-service brokerage and investment bank to monetize assets and has two asset groups classified as held for sale. The assets held for sale include certain real and intangible property related to Clos Pegase and certain real property related to Viansa. These assets are being marketed for sale. The Company intends to complete the sales of the assets within twelve months, but the assets do not qualify for discontinued operations because the sales would not represent a strategic shift that would have a major effect on the Company's operations. The following table summarizes the carrying amounts of assets and liabilities classified as held for sale on the Company’s consolidated balance sheet: (in thousands) December 31, 2023 Assets Accounts Receivable $ 322 Inventory 6,150 Assets held for sale - current 6,472 Property, plant and equipment, net 26,366 Finance lease right-of-use assets 12 Intangible assets, net 3,099 Assets held for sale - long-term 29,477 Total assets held for sale 35,949 Liabilities Accounts Payable 59 Current finance lease liabilities 7 Liabilities held for sale - current 66 Long-term finance lease liabilities 5 Liabilities held for sale - long-term 5 Total liabilities held for sale 71 Assets held for sale, net $ 35,878 On February 26, 2024, the Company entered into a non-binding letter of intent with respect to a proposed disposition of the stock of a subsidiary of VWE to a third-party purchaser. The sale would allow for the Company to pay down debt. The securities that would be sold under the agreement did not meet all criteria to be classified as assets held for sale as of the balance sheet date, and as such are not presented and disclosed as assets held for sale in the consolidated financial statements. During February 2024, the Company determined that certain standalone DTC operations are classified as assets held for sale. The assets held for sale include certain real and intangible property related to these DTC operations. The Company has received indications of interest, which lead the Company to believe that these assets will be sold within twelve months. These assets did not meet all criteria to be classified as assets held for sale as of the balance sheet date, and as such, are not presented and disclosed as assets held for sale in the consolidated financial statements. Casualty Gains In relation to various weather and wildfire events, the Company received insurance and litigation proceeds of $ 0.5 million during the six months ended December 31, 2022 . 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. 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. Recently Issued Accounting Pronouncements In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-06: Disclosure Improvements. The new guidance clarifies disclosure and presentation requirements on a variety of topics in the codification. The amendments will align the requirements in the FASB Accounting Standard codification with the SEC's regulations. The amendments are effective prospectively on the date each individual amendment is effectively removed from Regulation S-X or Regulation S-K. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures, which is not expected to be material. In November 2023, the FASB issued ASU 2023-07: Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. This update will improve reportable segment disclosure requirements by enhancing disclosures around significant segment expenses and disclosures around the CODM, pertaining to what measures are used to evaluate profit or loss and such measures are used in assessing segment performance. These amendments will improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities. ASU 2023-07 is effective for public entities' fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures, which is not expected to be material. In December 2023, the FASB issued ASU 2023-09: Income Taxes (Topic 740), Improvements to Income Tax Disclosures. On an annual basis, companies will be required to disclose a rate reconciliation with additional information for reconciling items that meet a quantitative threshold. Companies will need to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes along with the amount of taxes paid (net of refunds received) disaggregated by individual jurisdictions in which the payments are equal to or greater than 5 percent of total income taxes paid (net of refunds received). Public companies will also need to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign along with income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 is effective for public business entities' fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures, which is not expected to be material.

Restructuring

Restructuring	6 Months Ended
	Dec. 31, 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 "2023 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 2023 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 six months ended December 31, 2023 was $ 3.8 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 $ - Additions 4,002 Revisions to estimates ( 158 ) Cash payments ( 2,134 ) Balance at December 31, 2023 $ 1,710 Subsequent to the three months ended December 31, 2023, on January 16, 2024, the Company's Board of Directors approved an organizational restructuring plan (the "2024 Plan") to monetize assets and reduce non-core lower margin product and service offerings. As part of the 2024 Plan, there is a reduction in force affecting approximately 15 % of the workforce, which is expected to result in annualized cost savings of $ 7.1 million. The Company expects the reduction in force to be substantially complete by the end of the third quarter of fiscal 2024. Cash expenditures for the reduction in force are estimated to be $ 1.5 million, substantially all of which are related to employee severance and benefits costs. The expense will be accrued in the third quarter of fiscal 2024.

Inventory

Inventory	6 Months Ended
	Dec. 31, 2023
Inventory Disclosure [Abstract]
Inventory	3. Inventory Inventory consists of the following: (in thousands) December 31, 2023 June 30, 2023 Bulk wine, spirits and cider $ 65,450 $ 84,602 Bottled wine, spirits and cider 77,440 100,075 Bottling and packaging supplies 11,176 15,690 Nonwine inventory 1,189 996 Total inventory, net of reserve $ 155,255 $ 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. As a result of continued simplification of the business, the Company performed a detailed review of its bottled wine, spirits and cider inventory and reduced the value of non-core lower margin products and aged inventory by $ 9.0 million. This will allow the sales team to focus on the Company's priority brands. Since the most recent harvest, the bulk wine market has been softer than expected. As a result, the Company recorded a $ 23.3 million charge against its bulk wine inventory to reflect market prices for unallocated product and to reserve for product related to non-core lower margin products. The Company recorded provisions for inventory reserves for the three and six months ended December 31, 2023 of $ 32.4 million and $ 32.5 million, respectively. The Company recorded provisions for inventory reserves for the three and six months ended December 31, 2022 of $ 0.5 million. Due to the inherent uncertainties in the reserve estimate, which is based primarily on market assumptions for the Company's products and bulk wine, the actual results could differ significantly from our estimates. Inventory valued at $ 6.2 million is included in Assets held for sale, net on the Company's condensed consolidated balance sheet as of December 31, 2023.

Intangible Assets

Intangible Assets	6 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	4. Intangible Assets The following tables summarize other intangible assets by class: December 31, 2023 (in thousands) Gross Accumulated Accumulated Impairment Losses Net Intangible Indefinite-life intangibles Trade names and trademarks $ 29,503 $ - $ ( 20,635 ) $ 8,868 Winery use permits 4,250 - - 4,250 Total Indefinite-life intangibles 33,753 - ( 20,635 ) 13,118 Definite-life intangibles Customer relationships 28,200 ( 12,640 ) ( 925 ) 14,635 Trade names and trademarks 1,900 ( 876 ) ( 660 ) 364 Total definite-life intangibles 30,100 ( 13,516 ) ( 1,585 ) 14,999 Total other intangible assets $ 63,853 $ ( 13,516 ) $ ( 22,220 ) $ 28,117 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 Intangible assets, net of $ 3.1 million are included in Assets held for sale in the Company's condensed consolidated balance sheet as of December 31, 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. We periodically assess whether any indicators of impairment exist related to our intangible assets. During the three months ended December 31, 2023, we identified a triggering event as a result of a decline in actual and projected revenue of certain trade names. As a result of the impairment analysis performed, the Company recorded a non-cash impairment charge of $ 4.7 million, which consisted of $ 2.0 million related to Wholesale and $ 1.1 million related to Direct-to-Consumer. The impairment loss arose due to a softening of the wine industry. In addition, the Company recognized an impairment charge of $ 1.6 million related to customer relationships and definite-lived trade names and trademarks as it continues to simplify the Direct-to-Consumer business. The impairment losses are included in intangible asset impairment losses in the consolidated statements of operations.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	5. Fair Value M easurements The following tables present assets and liabilities measured at fair value on a recurring basis: December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 10,013 $ - $ - $ 10,013 Interest rate swaps (1) - 6,140 - 6,140 Total $ 10,013 $ 6,140 $ - $ 16,153 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 1,241 $ 1,241 Total $ - $ - $ 1,241 $ 1,241 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 long-term portion of the contingent consideration liabilities was zero and $ 3.8 million as of December 31, 2023 and June 30, 2023, respectively. 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 ( 2,207 ) Change in fair value ( 5,208 ) Balance at December 31, 2023 1,241 Less: current portion ( 1,241 ) Long-term portion - During the six months ended December 31, 2023, the Company recognized a decrease in the fair value of contingent consideration of $ 5.2 million from prior years' acquisitions based on a decline in actual and projected revenue for the acquired businesses over their earnout periods . 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.

Commitments, Contingent Liabili

Commitments, Contingent Liabilities and Litigation	6 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments, Contingent Liabilities and Litigation	6. 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. The Company records a loss contingency when it is both probable and reasonably estimable. Management's estimates of loss contingencies are based on the latest information available. 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 the court dismissed the case on March 1, 2024. Pursuant to the court's ruling, the plaintiffs have 21 days from the court's ruling to amend their complaint otherwise the court will dismiss the plaintiffs' claims with prejudice. As previously noted, 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 with One True Vine, LLC and Jayson Woodbridge (the "Claimant") (together, the "Claimants") 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. On October 16, 2023, the Company paid the Claimant $ 0.4 million. 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. In January 2024, the Company was notified of alleged quality breaches in connection with production of wines for a Business-to-Business customer. The customer also alleges a potential breach of contract related to the Company's quality management systems. The Company intends to vigorously defend itself against the claims. The Company has recorded a loss contingency of $ 4.0 million in the three months ended December 31, 2023, which is based on the best information available to the Company as of the date of this filing. The expense is in cost of revenue on the Company's condensed consolidated statements of operations and comprehensive income. 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 from a breach of representations or covenants 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 $ 4,048 2025 10,172 2026 3,786 2027 347 2028 264 $ 18,617 Grape, bulk wine and cider purchases under contracts totaled $ 17.6 million and $ 15.0 million and $ 30.5 million and $ 30.8 million for the three and six months ended December 31, 2023 and 2022 , respectively. As of December 31, 2023, the Company has recorded a loss contingency totaling $ 2.1 million relating to future bulk wine contracts, which are expected to result in a loss at the consummation of the purchase.

Long-Term and Other Short-Term

Long-Term and Other Short-Term Obligations	6 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Long-Term and Other Short-Term Obligations	7. Long-Term a nd Other Short-Term Obligations The following table summarizes long-term and other short-term obligations: December 31, June 30, (in thousands) 2023 2023 Note to a bank with one month interest at SOFR ( 5.46 %) at December 31, 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. 141,078 142,532 Capital expenditures borrowings payable at SOFR ( 5.46 %) at December 31, 2023 plus 2.35 %, payable in quarterly installments of $ 801 with draw expiring June 2027. 11,961 12,762 Equipment Term Loan payable at SOFR ( 5.46 %) at December 31, 2023 plus 2.35 %, payable in quarterly installments of $ 250 with draw expiring December 2026. 3,183 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 . 182 541 Note to a bank with interest fixed at 7.50 %, payable in monthly installments of $ 61 principal with applicable interest; matures in April 2026 . 1,571 1,873 Delayed Draw Term Loan with interest at SOFR ( 5.46 %) at December 30, 2023 plus 2.35 %, payable in quarterly installments of $ 818 . Matures in December 2027 . 27,365 28,183 Total debt 185,340 189,324 Less: current maturities ( 183,872 ) ( 14,449 ) Less: unamortized deferred financing costs ( 1,468 ) ( 1,466 ) Long-term debt, net $ - $ 173,409 The effective interest rate under the revolving facility w as 8.5 % and 3.7 % as of December 31, 2023 and 2022, respectively. On October 12, 2023, th e Company entered into a fourth amendment (the “Fourth Amendment”) to the Second A&R Loan and Security Agreement by and among the Company, the Borrowers party thereto (the "Borrowers"), the Lenders party thereto (the "Lenders"), and BMO Bank, N.A., as successor in interest to 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. Debt modification costs of $ 0.6 million were capitalized and $ 0.2 million were expensed in selling, general and administrative expenses in the Company's statements of operations related to the Fourth Amendment. In addition, $ 0.3 million of previously capitalized costs were expensed in selling, general and administrative expenses in the Company's statements of operations. As of the date of this filing, the Company is not in compliance with certain covenants contained in the Second A&R Loan and Security Agreement, including (i) failure to maintain Adjusted EBITDA of $ 17 million for the two fiscal quarter period ended December 31, 2023, (ii) failure to deliver the agent and lenders unaudited balance sheets and the related statements of income and cash flow for the fiscal quarter ended December 31, 2023 and for the portion of the fiscal year then elapsed within 45 days after the end of such fiscal quarter, and (iii) failure to provide an executed compliance certificate for the fiscal quarter ended December 31, 2023 (collectively, the "Designated Defaults"). On February 28, 2024, the Company entered into the Forbearance Agreement with respect to the Second A&R Loan and Security Agreement under which the Agent and Lenders have agreed to forbear from enforcing their respective rights and remedies in respect to certain events of default under the agreement, subject to the terms and conditions set forth in the agreement, through March 31, 2024 (the "Forbearance Period") so long as no event of default (other than the Designated Defaults) shall occur, and the Company and the Borrowers (collectively, the "Obligors") comply with the terms of the Forbearance Agreement and otherwise do not assert a defense to their obligations under the Loan Agreement or any other loan documents or make a claim against the Agent or any Lender. The Forbearance Agreement, among other things, ( a) reduces the revolving commitments under the Loan Agreement from $ 200 million to $ 180 million, (b) permits the Borrowers to continue to borrow under the Loan Agreement, subject to the terms and conditions set forth therein, during the Forbearance Period, notwithstanding the existence of the Designated Defaults, (c) increases, during the Forbearance Period, the interest rate for revolving loans outstanding or incurred under the Loan Agreement by 100 basis points, (d) provides that, during the Forbearance Period, the Borrowers will not maintain cash in excess of their projected cash needs (with any excess to be used to pay outstanding revolving loans), (e) requires the Obligors to comply with certain specified milestones with respect to business planning during the Forbearance Period and (f) requires the payment of certain fees to the Agent and the Lenders including a one-time payment to the Agent for the benefit of the Consenting Lenders, as defined in the Forbearance Agreement, equal to 7.5 basis points on the Consenting Lenders' outstanding Loans and Commitments (as modified by the Forbearance Agreement and to the extent such Commitments are not funded) .

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Stockholders' Equity	8. Stockhold ers' Equity Warrants At December 31, 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 comprised 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 December 31, 2023. Stock Options Stock options granted under the 2021 Omnibus Incentive Plan (as amended, 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 4,359,214 3.54 - Exercised - - - Forfeited or cancelled ( 860,301 ) 10.50 - Outstanding at December 31, 2023 6,368,750 $ 5.65 9.32 $ - Total unrecognized compensation expense related to the stock options was $ 4.1 million, which is expected to be recognized over a weighted-average period of 5.3 years. As of December 31, 2023 , 598,847 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 5,342,775 0.67 Vested ( 646,833 ) 3.19 Forfeited or cancelled ( 182,881 ) 5.02 Outstanding at December 31, 2023 5,675,500 $ 1.19 Total unrecognized compensation expense related to the restricted stock units was $ 3.7 million, which is expected to be recognized over a weighted-average period of 2.4 years. During the six months ended December 31, 2023, the Company granted 151,052 fully-vested restricted stock units to a third party in consideration of consulting services rendered. Earnings 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 December 31, Six Months Ended December 31, (in thousands, except for per share amounts) 2023 2022 2023 2022 Net loss $ ( 49,383 ) $ ( 130,182 ) $ ( 64,481 ) $ ( 128,824 ) Less: loss allocable to noncontrolling interest ( 32 ) ( 1,047 ) ( 72 ) ( 1,221 ) Net loss allocable to common shareholders $ ( 49,351 ) $ ( 129,135 ) $ ( 64,409 ) $ ( 127,603 ) Numerator – Basic EPS Net loss allocable to common shareholders $ ( 49,351 ) $ ( 129,135 ) $ ( 64,409 ) $ ( 127,603 ) Net loss allocated to common shareholders $ ( 49,351 ) $ ( 129,135 ) $ ( 64,409 ) $ ( 127,603 ) Numerator – Diluted EPS Net loss allocated to common shareholders $ ( 49,351 ) $ ( 129,135 ) $ ( 64,409 ) $ ( 127,603 ) Net loss allocated to common shareholders $ ( 49,351 ) $ ( 129,135 ) $ ( 64,409 ) $ ( 127,603 ) Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 59,721,395 58,941,899 59,567,221 58,880,529 Denominator – Diluted Common Shares Weighted average common shares - Diluted 59,721,395 58,941,899 59,567,221 58,880,529 Net loss per share – basic: Common Shares $ ( 0.83 ) $ ( 2.19 ) $ ( 1.08 ) $ ( 2.17 ) Net loss per share – diluted: Common Shares $ ( 0.83 ) $ ( 2.19 ) $ ( 1.08 ) $ ( 2.17 ) The following securities have been excluded from the calculations of diluted earnings per share attributable to common shareholders because including them would have been antidilutive: Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Shares subject to warrants to purchase common stock 25,646,453 25,646,453 25,646,453 25,646,453 Shares subject to options to purchase common stock 6,368,750 4,199,838 6,368,750 4,199,838 Shares subject to restricted stock units 5,675,500 1,558,425 5,675,500 1,558,425 Total 37,690,703 31,404,716 37,690,703 31,404,716

Income Taxes

Income Taxes	6 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	9. Inco me Taxes For the three months ended December 31, 2023 , the effective tax rate differs from the federal statutory rate of 21 % primarily due to permanent items and valuation allowance. For the six months ended December 31, 2023 , the effective tax rate differs from the federal statutory rate of 21 % primarily due to permanent items related to non-deductible officer compensation. Other long-term liabilities include $ 0.4 million long-term income taxes payable at December 31, 2023 and June 30, 2023.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	1 0. 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, partially owned by Mr. Roney, for storage purposes. The Company incurred zero and $ 6.0 thousand in expenses for the three months ended December 31, 2023 and 2022 , respectively and $ 4.4 thousand and $ 6.0 thousand for six months ended December 31, 2023 and 2022. During the three months ended December 31, 2023, Mr. Roney sold his interest in Bin-to-Bottle. The Company has a revenue sharing agreement with Sonoma Brands Partners II, LLC where a portion of B.R. Cohn and Clos Pegase sales during various events throughout the year go to Sonoma Brands Partners II, LLC. Sonoma Brands Partners II, LLC is managed by a member of the Company's board of directors. For the six months ended December 31, 2023 and 2022, payments to Sonoma Brands Partners II, LLC totaled $ 221 thousand and $ 232 thousand, 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 paid bw166 a monthly fee of $ 17,500 and reimbursed bw166 and Mr. Moramarco for reasonable business-related expenses in connection with the Interim Chief Executive Officer services provided thereunder. Additionally, the Company awarded 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 $ 110 thousand and $ 95 thousand for the three months ended December 31, 2023 and 2022 , respectively and $ 234 thousand and $ 220 thousand for the six months ended December 31, 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, which totaled $ 60 thousand and $ 87 thousand for the three months ended December 31, 2023 and 2022 and $ 125 thousand and $ 174 thousand for the six months ended December 31, 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. 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 and $ 50 thousand for the three months ended December 31, 2023 and 2022, respectively and $ 100 thousand and $ 100 thousand for the six months ended December 31, 2023 and 2022 , respectively. As of December 31, 2023, this agreement was terminated.

Segments

Segments	6 Months Ended
	Dec. 31, 2023
Segment Reporting [Abstract]
Segments	11. 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 the purpose 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 December 31, 2023 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 23,651 $ 17,786 $ 26,552 $ - $ 67,989 Restructuring expense (adjustments) $ - $ ( 158 ) $ - $ - $ ( 158 ) Loss from operations $ ( 8,400 ) $ ( 19,729 ) $ ( 1,305 ) $ ( 11,250 ) $ ( 40,684 ) Three Months Ended December 31, 2022 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 26,472 $ 23,083 $ 28,814 $ 32 $ 78,401 Income (loss) from operations $ 1,424 $ ( 126,896 ) $ ( 1,167 ) $ ( 20,443 ) $ ( 147,082 ) Six Months Ended December 31, 2023 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 41,633 $ 36,930 $ 62,700 $ - $ 141,263 Restructuring expense $ 63 $ 2,131 $ - $ 1,650 $ 3,844 (Loss) Income from operations $ ( 6,186 ) $ ( 20,764 ) $ 3,334 $ ( 26,930 ) $ ( 50,545 ) Six Months Ended December 31, 2022 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 46,464 $ 47,070 $ 62,994 $ ( 47 ) $ 156,481 Income (loss) from operations $ 3,393 $ ( 124,608 ) $ 9,366 $ ( 38,618 ) $ ( 150,467 ) There was no inter-segment activity for any of the 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 December 31: 2023 $ 282 $ 13 $ 279 $ 449 $ 1,023 2022 $ 299 $ ( 25 ) $ 232 $ 491 $ 997 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total For the six months ended December 31: 2023 $ 599 $ 22 $ 558 $ 973 $ 2,152 2022 $ 590 13 $ 467 $ 941 $ 2,011 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 December 31: 2023 $ 657 $ 853 $ 378 $ - $ 1,888 2022 $ 832 $ 596 $ 364 $ 13 $ 1,805 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total For the six months ended December 31: 2023 $ 1,252 $ 1,513 $ 758 $ 1 $ 3,524 2022 $ 752 $ 21 $ 5 $ 1,077 1,855 All of our long-lived assets are located within the United States.

Subsequents Events

Subsequents Events	6 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	12. Subsequent Events Restructuring On January 16, 2024, the Company's Board of Directors approved an organizational restructuring, the 2024 Plan, to monetize assets and reduce non-core lower margin product and service offerings. As part of the 2024 Plan, there is a reduction in force affecting approximately 15 % of the workforce, which is expected to result in annualized cost savings of $ 7.1 million. The Company expects the reduction in force to be substantially complete by the end of the third quarter of fiscal 2024. Cash expenditures for the reduction in force are estimated to be $ 1.5 million, substantially all of which are related to employee severance and benefits costs. The expense will be accrued in the third quarter of fiscal 2024. Nasdaq Notice On February 21, 2024, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, because the Company has not filed its Form 10-Q within the prescribed time period, the Company is not in compliance with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1). The Nasdaq notification letter has no immediate effect on the listing or trading of the Company’s common stock. While the notice provides the Company the opportunity to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1) within 60 days, the Company currently expects to be in compliance with the listing qualification in that timeframe. Forbearance Agreement On February 28, 2024, the Company entered into a Forbearance Agreement with respect to the Second A&R Loan and Security Agreement under which the Agent and Lenders have agreed to forbear from enforcing their respective rights and remedies in respect to certain events of default under the agreement, subject to the terms and conditions set forth in the agreement, through March 31, 2024. The Forbearance Agreement, among other things, ( a) reduces the revolving commitments under the Loan Agreement from $ 200 million to $ 180 million, (b) permits the Borrowers to continue to borrow under the Loan Agreement, subject to the terms and conditions set forth therein, during the Forbearance Period, notwithstanding the existence of the Designated Defaults, (c) increases, during the Forbearance Period, the interest rate for revolving loans outstanding or incurred under the Loan Agreement by 100 basis points, (d) provides that, during the Forbearance Period, the Borrowers will not maintain cash in excess of their projected cash needs (with any excess to be used to pay outstanding revolving loans), (e) requires the Obligors to comply with certain specified milestones with respect to business planning during the Forbearance Period and (f) requires the payment of certain fees to the Agent and the Lenders, including a one-time payment to the Agent for the benefit of the Consenting Lenders, as defined in the Forbearance Agreement, equal to 7.5 basis points on the Consenting Lenders' outstanding Loans and Commitments (as modified by the Forbearance Agreement and to the extent such Commitments are not funded) . Assets Held for Sale On February 26, 2024, the Company entered into a non-binding letter of intent with respect to a proposed disposition of the stock of a subsidiary of VWE to a third-party purchaser. The sale would allow for the Company to pay down debt. The securities that would be sold under the agreement did not meet all criteria to be classified as assets held for sale as of the balance sheet date, and as such, are not presented and disclosed as assets held for sale in the consolidated financial statements. During February 2024, the Company determined that certain standalone DTC operations are classified as assets held for sale. The assets held for sale include certain real and intangible property related to these DTC operations. The Company has received indications of interest, which lead the Company to believe that these assets will be sold within twelve months. These assets did not meet all criteria to be classified as assets held for sale as of the balance sheet date, and as such, are not presented and disclosed as assets held for sale in the consolidated financial statements. Dismissal of Shareholder Lawsuit On March 1, 2024, the U.S District Court for the District of Nevada dismissed a case that was filed on November 14, 2022, a purported securities class action lawsuit 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. 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 the court dismissed the case on March 1, 2024. Pursuant to the court's ruling, the plaintiffs have 21 days from the court's ruling to amend their complaint otherwise the court will dismiss the plaintiffs' claims with prejudice. As previously noted, 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. Nasdaq Compliance The Company’s application for transfer to the Capital Markets was approved by Nasdaq. On March 12, 2024, VWE received confirmation that it has been allowed an additional 180-day extension for the Company to regain compliance with the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1), which requires the bid price of VWE Common Shares to close at or above US$ 1.00 per share for a minimum of 10 consecutive business days. The Company now has until Septe mber 9, 2024 to regain compliance.

Basis of Presentation and Sig_2

Basis of Presentation and Significant Accounting Policies (Policies)	6 Months Ended
	Dec. 31, 2023
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements include the accounts of all majority-owned or controlled subsidiaries, and all significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively. References to the "Company," "we," "our," "us," and similar pronouns in this Quarterly Report on Form 10-Q for the three and six months ended December 31, 2023 (this "Form 10-Q") refer to Vintage Wine Estates, Inc., a Nevada corporation, and its majority owned subsidiaries or controlled subsidiaries unless the context requires otherwise. Our fiscal year ends on June 30. References to fiscal 2024 in these condensed consolidated financial statements are to the fiscal year ending June 30, 2024. Our unaudited condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission ("SEC") instructions to Quarterly Reports on Form 10-Q and include the information and disclosures required by accounting principles generally accepted in the United States ("GAAP") for interim financial reporting. In the opinion of management, all adjustments necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included in this Form 10-Q. Except as disclosed elsewhere in this Form 10-Q, all such adjustments are of a normal and recurring nature. In addition, financial results presented for this fiscal 2024 interim period are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2024 or any other future interim or annual period. These condensed consolidated financial statements are unaudited and accordingly, should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the SEC on October 13, 2023. The June 30, 2023 condensed consolidated balance sheet was derived from the audited consolidated financial statements as of that date.
Going Concern	Going Concern The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company did not meet certain financial debt covenants as required per our Second Amended and Restated Loan and Security Agreement (the "Second A&R Loan and Security Agreement") beginning with the quarter ended December 31, 2023, which constitutes an event of default. If the event of default is not cured or waived, the payment of the Company’s outstanding debt under the Second A&R Loan and Security Agreement may be accelerated. However, on February 28, 2024, the Company entered into a forbearance agreement (the "Forbearance Agreement") with respect to the Second A&R Loan and Security Agreement under which the Agent and Lenders (each as defined in Note 7) have agreed to forbear from enforcing their respective rights and remedies in respect to certain events of default under the agreement, subject to the terms and conditions set forth in the agreement, through March 31, 2024. See Note 7 for additional information. If the Company does not meet the terms of the Forbearance Agreement or if the events of default continue past the term of the Forbearance Agreement, and if the Agent and Lenders accelerate the maturity of the debt thereunder, the Company does not have sufficient cash to repay the outstanding debt. In response to these conditions, management is actively engaged in conversations with the lender under the Second A&R Loan and Security Agreement regarding potential amendments and waivers to the related financial covenants, however, whether an amendment or waiver is obtained is not within the Company's control, and therefore cannot be deemed probable. As a result of these uncertainties, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year as of the date these financial statements are issued. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might result from the outcome of this uncertainty.
Restatement of Previously Issued Condensed Consolidated Financial Statements	Restatement of Previously Issued Condensed Consolidated Financial Statements The Company restated its unaudited quarterly financial data, on October 13, 2023, for the periods ended September 30, 2022, December 31, 2022 and March 31, 2023. All amounts in this quarterly report on Form 10-Q affected by the restatement, including but not limited to the three and six months ended December 31, 2022, reflect such restated amounts.
Use of Estimates	Use of Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Significant estimates include, but are not limited to, the net realizable value of inventory, intangible assets for impairment, amortization methods and periods, contingent consideration, stock-based compensation, accounting for income taxes, loss contingencies and net assets held for sale, as applicable. Actual results could differ materially from those estimates.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Specifically, we reclassified $ 6.6 million of accrued employee compensation from accrued liabilities and other payables to accrued employee compensation as of June 30, 2023 .
Restricted Cash	Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet that sums to the total of the same such amounts as shown in the condensed consolidated statements of cash flows: (in thousands) December 31, 2023 June 30, 2023 Cash and cash equivalents $ 21,412 $ 18,233 Restricted cash 200 - Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 21,612 $ 18,233
Allowance for Credit Losses	Allowance for Credit Losses The provision for credit losses for the periods ended December 31, 2023 and June 30, 2023 , was immaterial. We do not accrue interest on past-due amounts. Bad debt expense was immaterial for all reporting periods presented.
Disaggregation Of Revenue	Disaggregation of Revenue The following table summarizes revenue by geographic region: Three Months Ended December 31, Six Months Ended December 31, (in thousands) 2023 2022 2023 2022 United States $ 67,186 $ 77,644 $ 140,011 $ 155,187 International 803 757 1,252 1,294 Total net revenue $ 67,989 $ 78,401 $ 141,263 $ 156,481 The following table provides a disaggregation of revenue based on the pattern of revenue recognition: December 31, December 31, (in thousands) 2023 2022 2023 2022 Point in time $ 55,829 $ 68,823 $ 117,326 $ 134,202 Over time 12,160 9,578 23,937 22,279 Total net revenue $ 67,989 $ 78,401 $ 141,263 $ 156,481
Assets Held for Sale	Assets Held for Sale The Company classifies an asset group (‘asset’) as held for sale in the period that (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year (subject to certain events or circumstances), (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially and subsequently measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in selling, general and administrative expenses in the period in which the held for sale criteria are met. Conversely, gains are generally not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation or amortization expense on the asset. The Company assesses the fair value of assets held for sale less any costs to sell at each reporting period until the asset is no longer classified as held for sale. As of December 31, 2023, the Company has engaged a full-service brokerage and investment bank to monetize assets and has two asset groups classified as held for sale. The assets held for sale include certain real and intangible property related to Clos Pegase and certain real property related to Viansa. These assets are being marketed for sale. The Company intends to complete the sales of the assets within twelve months, but the assets do not qualify for discontinued operations because the sales would not represent a strategic shift that would have a major effect on the Company's operations. The following table summarizes the carrying amounts of assets and liabilities classified as held for sale on the Company’s consolidated balance sheet: (in thousands) December 31, 2023 Assets Accounts Receivable $ 322 Inventory 6,150 Assets held for sale - current 6,472 Property, plant and equipment, net 26,366 Finance lease right-of-use assets 12 Intangible assets, net 3,099 Assets held for sale - long-term 29,477 Total assets held for sale 35,949 Liabilities Accounts Payable 59 Current finance lease liabilities 7 Liabilities held for sale - current 66 Long-term finance lease liabilities 5 Liabilities held for sale - long-term 5 Total liabilities held for sale 71 Assets held for sale, net $ 35,878 On February 26, 2024, the Company entered into a non-binding letter of intent with respect to a proposed disposition of the stock of a subsidiary of VWE to a third-party purchaser. The sale would allow for the Company to pay down debt. The securities that would be sold under the agreement did not meet all criteria to be classified as assets held for sale as of the balance sheet date, and as such are not presented and disclosed as assets held for sale in the consolidated financial statements. During February 2024, the Company determined that certain standalone DTC operations are classified as assets held for sale. The assets held for sale include certain real and intangible property related to these DTC operations. The Company has received indications of interest, which lead the Company to believe that these assets will be sold within twelve months. These assets did not meet all criteria to be classified as assets held for sale as of the balance sheet date, and as such, are not presented and disclosed as assets held for sale in the consolidated financial statements.
Casualty Gains	Casualty Gains In relation to various weather and wildfire events, the Company received insurance and litigation proceeds of $ 0.5 million during the six months ended December 31, 2022 .
Segment Information	Segment Information We operate in three reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker (“CODM”), our Chief Executive Officer, allocates resources and assesses performance based upon discrete financial information at the segment level.
Earnings Per Share	Earnings Per Share Basic net income (loss) per share is calculated by dividing the net income (loss) allocable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For purposes of the calculation of diluted net income (loss) per share, stock options, warrants to purchase common stock and restricted stock units are considered potentially dilutive securities but are excluded from the calculation of diluted net income (loss) per share when their effect is antidilutive. As a result, in certain periods, diluted net income (loss) per share is the same as the basic net income (loss) per share. The Company does not pay dividends or have participating shares outstanding.
Emerging Growth Company Status	Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-06: Disclosure Improvements. The new guidance clarifies disclosure and presentation requirements on a variety of topics in the codification. The amendments will align the requirements in the FASB Accounting Standard codification with the SEC's regulations. The amendments are effective prospectively on the date each individual amendment is effectively removed from Regulation S-X or Regulation S-K. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures, which is not expected to be material. In November 2023, the FASB issued ASU 2023-07: Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. This update will improve reportable segment disclosure requirements by enhancing disclosures around significant segment expenses and disclosures around the CODM, pertaining to what measures are used to evaluate profit or loss and such measures are used in assessing segment performance. These amendments will improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities. ASU 2023-07 is effective for public entities' fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures, which is not expected to be material. In December 2023, the FASB issued ASU 2023-09: Income Taxes (Topic 740), Improvements to Income Tax Disclosures. On an annual basis, companies will be required to disclose a rate reconciliation with additional information for reconciling items that meet a quantitative threshold. Companies will need to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes along with the amount of taxes paid (net of refunds received) disaggregated by individual jurisdictions in which the payments are equal to or greater than 5 percent of total income taxes paid (net of refunds received). Public companies will also need to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign along with income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 is effective for public business entities' fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures, which is not expected to be material.

Basis of Presentation and Sig_3

Basis of Presentation and Significant Accounting Policies (Tables)	6 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash	The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet that sums to the total of the same such amounts as shown in the condensed consolidated statements of cash flows: (in thousands) December 31, 2023 June 30, 2023 Cash and cash equivalents $ 21,412 $ 18,233 Restricted cash 200 - Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 21,612 $ 18,233
Summary of Revenue by Segment and Region	The following table summarizes revenue by geographic region: Three Months Ended December 31, Six Months Ended December 31, (in thousands) 2023 2022 2023 2022 United States $ 67,186 $ 77,644 $ 140,011 $ 155,187 International 803 757 1,252 1,294 Total net revenue $ 67,989 $ 78,401 $ 141,263 $ 156,481
Summary of Disaggregation of Revenue	The following table provides a disaggregation of revenue based on the pattern of revenue recognition: December 31, December 31, (in thousands) 2023 2022 2023 2022 Point in time $ 55,829 $ 68,823 $ 117,326 $ 134,202 Over time 12,160 9,578 23,937 22,279 Total net revenue $ 67,989 $ 78,401 $ 141,263 $ 156,481
Schedule of Inventory	Inventory consists of the following: (in thousands) December 31, 2023 June 30, 2023 Bulk wine, spirits and cider $ 65,450 $ 84,602 Bottled wine, spirits and cider 77,440 100,075 Bottling and packaging supplies 11,176 15,690 Nonwine inventory 1,189 996 Total inventory, net of reserve $ 155,255 $ 201,363
Summary of carrying amounts of assets and liabilities classified as held for sale	The following table summarizes the carrying amounts of assets and liabilities classified as held for sale on the Company’s consolidated balance sheet: (in thousands) December 31, 2023 Assets Accounts Receivable $ 322 Inventory 6,150 Assets held for sale - current 6,472 Property, plant and equipment, net 26,366 Finance lease right-of-use assets 12 Intangible assets, net 3,099 Assets held for sale - long-term 29,477 Total assets held for sale 35,949 Liabilities Accounts Payable 59 Current finance lease liabilities 7 Liabilities held for sale - current 66 Long-term finance lease liabilities 5 Liabilities held for sale - long-term 5 Total liabilities held for sale 71 Assets held for sale, net $ 35,878

Restructuring (Tables)

Restructuring (Tables)	6 Months Ended
	Dec. 31, 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 $ - Additions 4,002 Revisions to estimates ( 158 ) Cash payments ( 2,134 ) Balance at December 31, 2023 $ 1,710

Inventory (Tables)

Inventory (Tables)	6 Months Ended
	Dec. 31, 2023
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventory consists of the following: (in thousands) December 31, 2023 June 30, 2023 Bulk wine, spirits and cider $ 65,450 $ 84,602 Bottled wine, spirits and cider 77,440 100,075 Bottling and packaging supplies 11,176 15,690 Nonwine inventory 1,189 996 Total inventory, net of reserve $ 155,255 $ 201,363

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Components of Finite-Lived Intangible Assets, Accumulated Amortization, and Indefinite-Lived Assets	The following tables summarize other intangible assets by class: December 31, 2023 (in thousands) Gross Accumulated Accumulated Impairment Losses Net Intangible Indefinite-life intangibles Trade names and trademarks $ 29,503 $ - $ ( 20,635 ) $ 8,868 Winery use permits 4,250 - - 4,250 Total Indefinite-life intangibles 33,753 - ( 20,635 ) 13,118 Definite-life intangibles Customer relationships 28,200 ( 12,640 ) ( 925 ) 14,635 Trade names and trademarks 1,900 ( 876 ) ( 660 ) 364 Total definite-life intangibles 30,100 ( 13,516 ) ( 1,585 ) 14,999 Total other intangible assets $ 63,853 $ ( 13,516 ) $ ( 22,220 ) $ 28,117 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

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Dec. 31, 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: December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 10,013 $ - $ - $ 10,013 Interest rate swaps (1) - 6,140 - 6,140 Total $ 10,013 $ 6,140 $ - $ 16,153 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 1,241 $ 1,241 Total $ - $ - $ 1,241 $ 1,241 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 long-term portion of the contingent consideration liabilities was zero and $ 3.8 million as of December 31, 2023 and June 30, 2023, respectively.
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 ( 2,207 ) Change in fair value ( 5,208 ) Balance at December 31, 2023 1,241 Less: current portion ( 1,241 ) Long-term portion -

Assets Held for Sale (Tables)

Assets Held for Sale (Tables)	6 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment Assets Held-for-Sale Disclosure [Abstract]
Summary of carrying amounts of assets and liabilities classified as held for sale	The following table summarizes the carrying amounts of assets and liabilities classified as held for sale on the Company’s consolidated balance sheet: (in thousands) December 31, 2023 Assets Accounts Receivable $ 322 Inventory 6,150 Assets held for sale - current 6,472 Property, plant and equipment, net 26,366 Finance lease right-of-use assets 12 Intangible assets, net 3,099 Assets held for sale - long-term 29,477 Total assets held for sale 35,949 Liabilities Accounts Payable 59 Current finance lease liabilities 7 Liabilities held for sale - current 66 Long-term finance lease liabilities 5 Liabilities held for sale - long-term 5 Total liabilities held for sale 71 Assets held for sale, net $ 35,878

Commitments, Contingent Liabi_2

Commitments, Contingent Liabilities and Litigation (Tables)	6 Months Ended
	Dec. 31, 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 $ 4,048 2025 10,172 2026 3,786 2027 347 2028 264 $ 18,617

Long-Term and Other Short-Ter_2

Long-Term and Other Short-Term Obligations (Tables)	6 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Summary of Long-term and Other Short-term Obligations	The following table summarizes long-term and other short-term obligations: December 31, June 30, (in thousands) 2023 2023 Note to a bank with one month interest at SOFR ( 5.46 %) at December 31, 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. 141,078 142,532 Capital expenditures borrowings payable at SOFR ( 5.46 %) at December 31, 2023 plus 2.35 %, payable in quarterly installments of $ 801 with draw expiring June 2027. 11,961 12,762 Equipment Term Loan payable at SOFR ( 5.46 %) at December 31, 2023 plus 2.35 %, payable in quarterly installments of $ 250 with draw expiring December 2026. 3,183 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 . 182 541 Note to a bank with interest fixed at 7.50 %, payable in monthly installments of $ 61 principal with applicable interest; matures in April 2026 . 1,571 1,873 Delayed Draw Term Loan with interest at SOFR ( 5.46 %) at December 30, 2023 plus 2.35 %, payable in quarterly installments of $ 818 . Matures in December 2027 . 27,365 28,183 Total debt 185,340 189,324 Less: current maturities ( 183,872 ) ( 14,449 ) Less: unamortized deferred financing costs ( 1,468 ) ( 1,466 ) Long-term debt, net $ - $ 173,409 The effective interest rate under the revolving facility w as 8.5 % and 3.7 % as of December 31, 2023 and 2022, respectively.

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	6 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Summary of Stock Option Activity	The following table presents a summary of stock option activity under the 2021 Plan: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2023 2,869,837 $ 10.31 8.80 $ - Granted 4,359,214 3.54 - Exercised - - - Forfeited or cancelled ( 860,301 ) 10.50 - Outstanding at December 31, 2023 6,368,750 $ 5.65 9.32 $ -
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 5,342,775 0.67 Vested ( 646,833 ) 3.19 Forfeited or cancelled ( 182,881 ) 5.02 Outstanding at December 31, 2023 5,675,500 $ 1.19
Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders	The following table reconciles the number of common shares used to compute basic and diluted earnings per share attributable to Vintage Wine Estates, Inc., shareholders: Three Months Ended December 31, Six Months Ended December 31, (in thousands, except for per share amounts) 2023 2022 2023 2022 Net loss $ ( 49,383 ) $ ( 130,182 ) $ ( 64,481 ) $ ( 128,824 ) Less: loss allocable to noncontrolling interest ( 32 ) ( 1,047 ) ( 72 ) ( 1,221 ) Net loss allocable to common shareholders $ ( 49,351 ) $ ( 129,135 ) $ ( 64,409 ) $ ( 127,603 ) Numerator – Basic EPS Net loss allocable to common shareholders $ ( 49,351 ) $ ( 129,135 ) $ ( 64,409 ) $ ( 127,603 ) Net loss allocated to common shareholders $ ( 49,351 ) $ ( 129,135 ) $ ( 64,409 ) $ ( 127,603 ) Numerator – Diluted EPS Net loss allocated to common shareholders $ ( 49,351 ) $ ( 129,135 ) $ ( 64,409 ) $ ( 127,603 ) Net loss allocated to common shareholders $ ( 49,351 ) $ ( 129,135 ) $ ( 64,409 ) $ ( 127,603 ) Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 59,721,395 58,941,899 59,567,221 58,880,529 Denominator – Diluted Common Shares Weighted average common shares - Diluted 59,721,395 58,941,899 59,567,221 58,880,529 Net loss per share – basic: Common Shares $ ( 0.83 ) $ ( 2.19 ) $ ( 1.08 ) $ ( 2.17 ) Net loss per share – diluted: Common Shares $ ( 0.83 ) $ ( 2.19 ) $ ( 1.08 ) $ ( 2.17 )
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following securities have been excluded from the calculations of diluted earnings per share attributable to common shareholders because including them would have been antidilutive: Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Shares subject to warrants to purchase common stock 25,646,453 25,646,453 25,646,453 25,646,453 Shares subject to options to purchase common stock 6,368,750 4,199,838 6,368,750 4,199,838 Shares subject to restricted stock units 5,675,500 1,558,425 5,675,500 1,558,425 Total 37,690,703 31,404,716 37,690,703 31,404,716

Segments (Tables)

Segments (Tables)	6 Months Ended
	Dec. 31, 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 December 31, 2023 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 23,651 $ 17,786 $ 26,552 $ - $ 67,989 Restructuring expense (adjustments) $ - $ ( 158 ) $ - $ - $ ( 158 ) Loss from operations $ ( 8,400 ) $ ( 19,729 ) $ ( 1,305 ) $ ( 11,250 ) $ ( 40,684 ) Three Months Ended December 31, 2022 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 26,472 $ 23,083 $ 28,814 $ 32 $ 78,401 Income (loss) from operations $ 1,424 $ ( 126,896 ) $ ( 1,167 ) $ ( 20,443 ) $ ( 147,082 ) Six Months Ended December 31, 2023 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 41,633 $ 36,930 $ 62,700 $ - $ 141,263 Restructuring expense $ 63 $ 2,131 $ - $ 1,650 $ 3,844 (Loss) Income from operations $ ( 6,186 ) $ ( 20,764 ) $ 3,334 $ ( 26,930 ) $ ( 50,545 ) Six Months Ended December 31, 2022 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 46,464 $ 47,070 $ 62,994 $ ( 47 ) $ 156,481 Income (loss) from operations $ 3,393 $ ( 124,608 ) $ 9,366 $ ( 38,618 ) $ ( 150,467 )
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 December 31: 2023 $ 282 $ 13 $ 279 $ 449 $ 1,023 2022 $ 299 $ ( 25 ) $ 232 $ 491 $ 997 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total For the six months ended December 31: 2023 $ 599 $ 22 $ 558 $ 973 $ 2,152 2022 $ 590 13 $ 467 $ 941 $ 2,011
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 December 31: 2023 $ 657 $ 853 $ 378 $ - $ 1,888 2022 $ 832 $ 596 $ 364 $ 13 $ 1,805 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total For the six months ended December 31: 2023 $ 1,252 $ 1,513 $ 758 $ 1 $ 3,524 2022 $ 752 $ 21 $ 5 $ 1,077 1,855

Basis of Presentation and Sig_4

Basis of Presentation and Significant Accounting Policies - Additional information (Details) $ in Millions	6 Months Ended
	Dec. 31, 2023 Segment	Dec. 31, 2022 USD ($)	Jun. 30, 2023 USD ($)
Subsidiary Sale Of Stock [Line Items]
Insurance claim settlement amount received		$ 0.5
Number of reporting segments | Segment	3
Revision of Prior Period, Reclassification, Adjustment [Member]
Subsidiary Sale Of Stock [Line Items]
Accrued employee compensation			$ 6.6

Basis of Presentation and Sig_5

Basis of Presentation and Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 21,412	$ 18,233
Restricted cash	200	0
Total cash, cash equivalents and restricted cash as shown in the statement of cash flows	$ 21,612	$ 18,233	$ 41,693	$ 49,558

Basis of Presentation and Sig_6

Basis of Presentation and Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Disaggregation Of Revenue [Line Items]
Total revenue	$ 67,989	$ 78,401	$ 141,263	$ 156,481
United States
Disaggregation Of Revenue [Line Items]
Total revenue	67,186	77,644	140,011	155,187
International
Disaggregation Of Revenue [Line Items]
Total revenue	$ 803	$ 757	$ 1,252	$ 1,294

Basis of Presentation and Sig_7

Basis of Presentation and Significant Accounting Policies - Summary of Disaggregation of Revenue Recognized (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Disaggregation Of Revenue [Line Items]
Total revenue	$ 67,989	$ 78,401	$ 141,263	$ 156,481
Point in Time
Disaggregation Of Revenue [Line Items]
Total revenue	55,829	68,823	117,326	134,202
Over Time
Disaggregation Of Revenue [Line Items]
Total revenue	$ 12,160	$ 9,578	$ 23,937	$ 22,279

Basis of Presentation and Sig_8

Basis of Presentation and Significant Accounting Policies - Summary of carrying amounts of assets and liabilities classified as held for sale (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Assets
Accounts Receivable	$ 322
Inventory	6,150
Assets held for sale - current	6,472
Property, plant and equipment, net	26,366
Finance lease right-of-use assets	12
Intangible assets, net	3,099
Assets held for sale - long-term	29,477
Total assets held for sale	35,949
Liabilities
Accounts Payable	59
Current finance lease liabilities	7
Liabilities held for sale - current	66
Long-term finance lease liabilities	5
Liabilities held for sale - long-term	5
Total liabilities held for sale	71
Assets held for sale, net	$ 35,878

Restructuring - Additional Info

Restructuring - Additional Information (Details) $ in Thousands			3 Months Ended		6 Months Ended
	Jan. 16, 2024 USD ($)	Jul. 20, 2023 Role	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Percentage of workforce		4%
Number of employees | Role		25
Total restructuring expense				$ (158)	$ 3,844
Estimated cash expenditures					$ 2,134
Forecast [Member]
Restructuring Cost and Reserve [Line Items]
Estimated cash expenditures			$ 1,500
Subsequent Event [Member]
Restructuring Cost and Reserve [Line Items]
Percentage of workforce	15%
Estimated annualized cost savings	$ 7,100

Restructuring - Schedule of Res

Restructuring - Schedule of Restructuring Related Liabilities (Details) $ in Thousands	6 Months Ended
	Dec. 31, 2023 USD ($)
Restructuring Charges [Abstract]
Restructuring Reserve, Beginning Balance	$ 0
Additions	4,002
Revisions to estimates	(158)
Cash payments	(2,134)
Restructuring Reserve, Ending Balance	$ 1,710

Inventory - Schedule of Invento

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jun. 30, 2023
Inventory [Line Items]
Inventories	$ 155,255	$ 201,363
Assets held for sale, net	35,878	511
Bulk Wine Spirits and Cider
Inventory [Line Items]
Inventories	65,450	84,602
Bottled Wine, Spirits and Cider
Inventory [Line Items]
Inventories	77,440	100,075
Bottling and Packaging Supplies
Inventory [Line Items]
Inventories	11,176	15,690
Nonwine Inventory
Inventory [Line Items]
Inventories	$ 1,189	$ 996

Inventory - Additional Informat

Inventory - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023
Inventory [Line Items]
Provision for inventory reserves	$ 32,400	$ 500	$ 32,500	$ 500
Inventories	155,255		155,255		$ 201,363
Inventory Assets held for sale	6,200		6,200
Bottled Wine, Spirits and Cider
Inventory [Line Items]
Non-core lower margin products and aged inventory	9,000		9,000
Inventories	77,440		77,440		100,075
Bulk Wine Spirits and Cider
Inventory [Line Items]
Inventories	65,450		65,450		$ 84,602
Inventory charges	$ 23,300		$ 23,300

Intangible Assets - Additional

Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023
Goodwill [Line Items]
Intangible assets, net	$ 3,100		$ 3,100
Non-cash impairment charge			20,635		$ 17,477
Definite-life intangibles, accumulated impairment losses	4,742	$ 12,643	4,742	$ 12,643
Trade names and Trademarks
Goodwill [Line Items]
Non-cash impairment charge	4,700		$ 20,635		$ 17,477
Customer Relationships [Member] | Trade names and Trademarks
Goodwill [Line Items]
Definite-life intangibles, accumulated impairment losses	1,600
Direct To Consumer [Member] | Trade names and Trademarks
Goodwill [Line Items]
Non-cash impairment charge	1,100
Wholesale [Member] | Trade names and Trademarks
Goodwill [Line Items]
Non-cash impairment charge	$ 2,000

Intangible Assets - Schedule of

Intangible Assets - Schedule of Components of Finite-Lived Intangible Assets, Accumulated Amortization, and Indefinite-Lived Assets (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2023	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Total indefinite-life intangibles, Amount	$ 33,753	$ 33,753	$ 36,852
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		$ (20,635)	$ (17,477)
Total indefinite-life intangibles, Net amount	13,118	13,118	19,375
Total other intangible assets accumulated impairment losses		(22,220)	(17,477)
Total definite-life intangibles, Gross Carrying Amount	30,100	30,100	30,100
Total definite-life intangibles, Accumulated Amortization	(13,516)	(13,516)	(10,481)
Total Definite-life intangibles, Accumulated Impairment Losses		(1,585)
Total definite-life intangibles, Net Carrying Amount	14,999	14,999	19,619
Other Intangible Assets Gross, Total	63,853	63,853	66,952
Total other intangibles assets, Accumulated Amortization	(13,516)	(13,516)	(10,481)
Total other intangibles assets, Net Carrying Amount	28,117	28,117	38,994
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Total definite-life intangibles, Gross Carrying Amount	28,200	28,200	28,200
Total definite-life intangibles, Accumulated Amortization	(12,640)	(12,640)	(9,812)
Total Definite-life intangibles, Accumulated Impairment Losses		(925)
Total definite-life intangibles, Net Carrying Amount	14,635	14,635	18,388
Trade names and Trademarks
Finite-Lived Intangible Assets [Line Items]
Total indefinite-life intangibles, Amount	29,503	29,503	30,102
Accumulated Impairment Losses	(4,700)	(20,635)	(17,477)
Total indefinite-life intangibles, Net amount	8,868	8,868	12,625
Total definite-life intangibles, Gross Carrying Amount	1,900	1,900	1,900
Total definite-life intangibles, Accumulated Amortization	(876)	(876)	(669)
Total Definite-life intangibles, Accumulated Impairment Losses		(660)
Total definite-life intangibles, Net Carrying Amount	364	364	1,231
Winery Use Permits
Finite-Lived Intangible Assets [Line Items]
Total indefinite-life intangibles, Amount	4,250	4,250	6,750
Total indefinite-life intangibles, Net amount	$ 4,250	$ 4,250	$ 6,750

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands		Dec. 31, 2023	Jun. 30, 2023
Assets:
Assets		$ 16,153	$ 18,860
Interest rate swaps	[1]	6,140	8,986
Liabilities:
Contingent consideration liabilities	[2]	1,241	8,656
Liabilities		1,241	8,656
Fair Value, Inputs, Level 1
Assets:
Assets		10,013	9,874
Interest rate swaps	[1]	0	0
Liabilities:
Contingent consideration liabilities	[2]	0	0
Liabilities		0	0
Fair Value, Inputs, Level 2
Assets:
Assets		6,140	8,986
Interest rate swaps	[1]	6,140	8,986
Liabilities:
Contingent consideration liabilities	[2]	0	0
Liabilities		0	0
Fair Value, Inputs, Level 3
Assets:
Assets		0	0
Interest rate swaps	[1]	0	0
Liabilities:
Contingent consideration liabilities	[2]	1,241	8,656
Liabilities		1,241	8,656
Money Market Funds
Assets:
Assets		10,013	9,874
Money Market Funds | Fair Value, Inputs, Level 1
Assets:
Assets		10,013	9,874
Money Market Funds | Fair Value, Inputs, Level 2
Assets:
Assets		0	0
Money Market Funds | Fair Value, Inputs, Level 3
Assets:
Assets		$ 0	$ 0
[1] (1) The fair value of interest rate swaps is estimated using a discounted cash flow analysis that considers the expected future cash flows of each interest rate swap. This analysis reflects the contractual terms of the interest rate swap, including the remaining period to maturity, and uses market-corroborated Level 2 inputs, including forward interest rate curves and implied interest rate volatilities. The fair value of an interest rate swap is estimated by discounting future fixed cash payments against the discounted expected variable cash receipts. The variable cash receipts are estimated based on an expectation of future interest rates derived from forward interest rate curves. The fair value of an interest rate swap also incorporates credit valuation adjustments to reflect the non-performance risk of the Company and the respective counterparty. (2) We assess the fair value of contingent consideration to be settled in cash related to acquisitions using probability weighted models for the various contractual earn-outs. These are Level 3 measurements. Significant unobservable inputs used in the estimated fair values of these contingent consideration liabilities include probabilities of achieving customer related performance targets, specified sales milestones, consulting milestones, changes in unresolved claims, projected revenue or changes in discount rates. The long-term portion of the contingent consideration liabilities was zero and $ 3.8 million as of December 31, 2023 and June 30, 2023, respectively.

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Reconciliation of Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) (Details) - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2023	Jun. 30, 2023
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
Long term portion	$ 0	$ 3,800
Fair Value, Recurring | Fair Value, Inputs, Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Beginning Balance	8,656
Acquisitions	0
Payments	(2,207)
Change in fair value	(5,208)
Ending Balance	1,241
Less: current portion	(1,241)
Long term portion	$ 0

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions	6 Months Ended
	Dec. 31, 2023	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Decrease in the fair value of contingent consideration	$ 5.2
Long-term portion of the contingent consideration liabilities	$ 0	$ 3.8

Commitments, Contingent Liabi_3

Commitments, Contingent Liabilities and Litigation - Additional Information (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
	Oct. 16, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Allegation for potential damages				$ 3
Purchases under contract		$ 17.6	$ 30.5	15	$ 30.8
Loss contingency accrued earn-out liabilities		0.4		0.4
Loss contingency		$ 4		$ 2.1
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 ($)
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2024	$ 4,048
2025	10,172
2026	3,786
2027	347
2028	264
Purchase Obligation	$ 18,617

Long-Term and Other Short-Ter_3

Long-Term and Other Short-Term Obligations - Summary of Long-term and Other Short-term Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jun. 30, 2023
Debt Instrument [Line Items]
Long term debt	$ 185,340	$ 189,324
Less current maturities	(183,872)	(14,449)
Less unamortized deferred financing costs	(1,468)	(1,466)
Long-term debt and lease obligation	0	173,409
Secured Overnight Financing Rate (SOFR) | Borrowings
Debt Instrument [Line Items]
Long term debt	11,961	12,762
Notes Payable to Bank | March 2024
Debt Instrument [Line Items]
Long term debt	182	541
Notes Payable to Bank | April 2026
Debt Instrument [Line Items]
Long term debt	1,571	1,873
Notes Payable to Bank | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Long term debt	141,078	142,532
Equipment Term Loan | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Long term debt	3,183	3,433
Delayed Draw Term Loan | Secured Overnight Financing Rate (SOFR) | December 2027 [Member]
Debt Instrument [Line Items]
Long term debt	$ 27,365	$ 28,183

Long-Term and Other Short-Ter_4

Long-Term and Other Short-Term Obligations - Summary of Long-term and Other Short-term Obligations (Parenthetical) (Details) $ in Thousands	6 Months Ended
	Dec. 31, 2023 USD ($)
Borrowings | Secured Overnight Financing Rate (SOFR) | June 2027 [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	5.46%
Borrowings | Base Rate | June 2027 [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.35%
Notes Payable to Bank | March 2024
Debt Instrument [Line Items]
Debt instrument, periodic payment	$ 61
Maturity period	2024-03
Fixed interest rate	2.75%
Notes Payable to Bank | December 2027
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.35%
Notes Payable to Bank | April 2026
Debt Instrument [Line Items]
Debt instrument, periodic payment	$ 61
Maturity period	2026-04
Fixed interest rate	7.50%
Notes Payable to Bank | Secured Overnight Financing Rate (SOFR) | December 2027
Debt Instrument [Line Items]
Debt instrument, periodic payment	$ 1,454
Maturity period	2027-12
Debt instrument, basis spread on variable rate	5.46%
Notes Payable to Bank | Secured Overnight Financing Rate (SOFR) | June 2027 [Member]
Debt Instrument [Line Items]
Debt instrument, periodic payment	$ 801
Equipment Term Loan | Secured Overnight Financing Rate (SOFR) | December 2026
Debt Instrument [Line Items]
Debt instrument, periodic payment	$ 250
Debt instrument, basis spread on variable rate	5.46%
Equipment Term Loan | Base Rate | December 2026
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.35%
Delayed Draw Term Loan | December 2027
Debt Instrument [Line Items]
Debt instrument, periodic payment	$ 818
Delayed Draw Term Loan | Secured Overnight Financing Rate (SOFR) | December 2027
Debt Instrument [Line Items]
Maturity period	2027-12
Debt instrument, basis spread on variable rate	(5.46%)
Delayed Draw Term Loan | Base Rate | December 2027
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.35%

Long-Term and Other Short-Ter_5

Long-Term and Other Short-Term Obligations - Additional Information (Details) - USD ($)			3 Months Ended		6 Months Ended
	Feb. 28, 2024	Oct. 12, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Selling, general, and administrative expenses			$ 25,262,000	$ 32,139,000	$ 54,011,000	$ 63,588,000
February through September
Debt Instrument [Line Items]
Available amount under line of credit		$ 15,000,000
Revolving Credit Facility
Debt Instrument [Line Items]
Debt Instrument, interest rate, effective percentage			8.50%	3.70%	8.50%	3.70%
Fourth Amendment
Debt Instrument [Line Items]
Fiscal quarter ending September 30, 2023		4,000,000
Fiscal quarter period ending December 31, 2023		17,000,000	$ 17		$ 17
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		$ 15,000,000
Debt instrument, periodic payment		20,000,000
Line of credit facility covenant aggregate appraised value		60,000,000
Debt modification cost					600,000
Fourth Amendment | October through January
Debt Instrument [Line Items]
Available amount under line of credit		10,000,000
Fourth Amendment | March 31, 2024
Debt Instrument [Line Items]
Debt instrument, periodic payment		10,000,000
Fourth Amendment | June 30, 2024
Debt Instrument [Line Items]
Debt instrument, periodic payment		10,000,000
Fourth Amendment | December 31, 2024
Debt Instrument [Line Items]
Debt instrument, periodic payment		$ 25,000,000
Fourth Amendment | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Revolving line of credit amount interest rate on outstanding		3%
Fourth Amendment | Alternate Base Rate
Debt Instrument [Line Items]
Revolving line of credit amount interest rate on outstanding		2%
Fourth Amendment | Delay Draw Term Loan Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 38,100,000
Fourth Amendment | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 200,000,000
Selling, General and Administrative Expenses | Fourth Amendment
Debt Instrument [Line Items]
Debt modification cost					200,000
Additional debt modification costs					$ 300
Subsequent Event | Fourth Amendment | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 200,000,000
Subsequent Event | Forbearance Agreement | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 180,000,000
Increase in interest rate for revolving loans outstanding	1%
Revolving line of credit amount interest rate on outstanding	0.075%

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended	3 Months Ended			6 Months Ended
	Aug. 11, 2021	Sep. 30, 2022	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Earnout shares issued			0			0
Value of additional payment of common stock						$ 5
Private Warrants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Warrants to purchase of common stock			7,646,453			7,646,453
Public Warrants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Warrants to purchase of common stock			18,000,000			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
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)			413,522	233,311	755,880
Warrants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Warrants to purchase of common stock			25,646,453			25,646,453
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Contractual life						10 years
Required maximum volume weighted average price per common stock for exercise of vested options			$ 12.5			$ 12.5
Unrecognized compensation expense to stock option			$ 4.1			$ 4.1
Weighted average period						5 years 3 months 18 days
Stock options exercisable			598,847			598,847
Employee Stock Option | Prior to May 17, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of stock options expected to vest after eighteen months of grant date			25%			25%
Percentage of stock options expected to vest on each of second, third and fourth anniversary of the grant date			25%			25%
Employee Stock Option | Subsequent to May 17, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of stock options expected to vest on each of second, third and fourth anniversary of the grant date			25%			25%
Percentage of stock options expected to vest after twelve months of grant date			25%			25%
Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense to stock option			$ 3.7			$ 3.7
Weighted average period						2 years 4 months 24 days
Restricted stock units issued						151,052
Restricted stock units vested (in shares)						646,833
Restricted Stock Units (RSUs) [Member] | Prior to May 17, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock units vesting percentage						25%
Restricted Stock Units (RSUs) [Member] | Subsequent to May 17, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock units vesting percentage						25%

Stockholders' Equity - Summary

Stockholders' Equity - Summary of Stock Option Activity (Details) - $ / shares	6 Months Ended	12 Months Ended
	Dec. 31, 2023	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock Options, Beginning Balance	2,869,837
Stock Options, Granted	4,359,214
Stock Options, Forfeited or cancelled	(860,301)
Stock Options, Ending Balance	6,368,750	2,869,837
Weighted Average Exercise Price, Beginning Balance	$ 10.31
Weighted Average Exercise Price,Granted	3.54
Weighted Average Exercise Price, Forfeited or cancelled	10.5
Weighted Average Exercise Price, Ending Balance	$ 5.65	$ 10.31
Weighted-Average Remaining Contractual Life	9 years 3 months 25 days	8 years 9 months 18 days

Stockholders' Equity - Summar_2

Stockholders' Equity - Summary of Restricted Stock Units' Activity (Details) - Restricted Stock Units (RSUs) [Member]	6 Months Ended
	Dec. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Option, Beginning Balance | shares	1,162,439
Stock Units, Granted | shares	5,342,775
Stock Units, Vested | shares	(646,833)
Stock Units, Forfeited or cancelled | shares	(182,881)
Stock Option, Ending Balance | shares	5,675,500
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares	$ 4.98
Weighted Average Grant Date Fair Value, Granted | $ / shares	0.67
Weighted Average Grant Date Fair Value, Vested | $ / shares	3.19
Weighted Average Grant Date Fair Value, Forfeited or cancelled | $ / shares	5.02
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares	$ 1.19

Stockholders' Equity - Computat

Stockholders' Equity - Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Net loss	$ (49,383)	$ (130,182)	$ (64,481)	$ (128,824)
Less: loss allocable to noncontrolling interest	(32)	(1,047)	(72)	(1,221)
Net loss allocable to common shareholders	(49,351)	(129,135)	(64,409)	(127,603)
Numerator- Basic EPS
Net loss allocated to common shareholders	(49,351)	(129,135)	(64,409)	(127,603)
Numerator- Diluted EPS
Net loss allocated to common shareholders	$ (49,351)	$ (129,135)	$ (64,409)	$ (127,603)
Weighted average common shares - Basic	59,721,395	58,941,899	59,567,221	58,880,529
Weighted average common shares - Diluted	59,721,395	58,941,899	59,567,221	58,880,529
Basic	$ (0.83)	$ (2.19)	$ (1.08)	$ (2.17)
Diluted	$ (0.83)	$ (2.19)	$ (1.08)	$ (2.17)

Stockholders' Equity - Antidilu

Stockholders' Equity - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	37,690,703	31,404,716	37,690,703	31,404,716
Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	25,646,453	25,646,453	25,646,453	25,646,453
Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	6,368,750	4,199,838	6,368,750	4,199,838
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	5,675,500	1,558,425	5,675,500	1,558,425

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Dec. 31, 2023	Dec. 31, 2023	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Federal income tax at the statutory rate	21%	21%
Long-term income taxes payable	$ 0.4	$ 0.4	$ 0.4

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)				3 Months Ended		6 Months Ended
	Jul. 31, 2024	Jul. 19, 2023	Feb. 07, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Restricted stock units			100,000
Other expenses				$ 110,000	$ 95,000	$ 234,000	$ 220,000
Payments to Sonoma Brands Partners II, LLC						221,000	232,000
Profit from sale of Purple Cowboy				60,000	87,000	125,000	174,000
Payment to capital markets and mergers and acquisitions				50,000	50,000	100,000	100,000
Subsequent Event
Related Party Transaction [Line Items]
Sponsorship payments	$ 20,000
Board of Directors Chairman
Related Party Transaction [Line Items]
Base salary			$ 212,500
Other expenses				$ 0	$ 6,000	$ 4,400	$ 6,000
Interim Chief Executive Officer
Related Party Transaction [Line Items]
Base salary			$ 17,500
Health Insurance Product Line
Related Party Transaction [Line Items]
Stock-based compensation expense		$ 125,000

Segments - Summary of Revenue b

Segments - Summary of Revenue by Segment and Region (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Net revenue	$ 67,989	$ 78,401	$ 141,263	$ 156,481
Restructuring expense (adjustments)	(158)		3,844
Income (loss) from operations	(40,684)	(147,082)	(50,545)	(150,467)
Direct to Consumer
Segment Reporting Information [Line Items]
Net revenue	23,651	26,472	41,633	46,464
Restructuring expense (adjustments)	0		63
Income (loss) from operations	(8,400)	1,424	(6,186)	3,393
Wholesale
Segment Reporting Information [Line Items]
Net revenue	17,786	23,083	36,930	47,070
Restructuring expense (adjustments)	(158)		2,131
Income (loss) from operations	(19,729)	(126,896)	(20,764)	(124,608)
Business to Business
Segment Reporting Information [Line Items]
Net revenue	26,552	28,814	62,700	62,994
Restructuring expense (adjustments)	0		0
Income (loss) from operations	(1,305)	(1,167)	3,334	9,366
Other
Segment Reporting Information [Line Items]
Net revenue	0	32	0	(47)
Restructuring expense (adjustments)	0		1,650
Income (loss) from operations	$ (11,250)	$ (20,443)	$ (26,930)	$ (38,618)

Segments - Summary of Depreciat

Segments - Summary of Depreciation Expense Recognized by Operating Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Depreciation	$ 1,023	$ 997	$ 2,152	$ 2,011
Direct to Consumer
Segment Reporting Information [Line Items]
Depreciation	282	299	599	590
Wholesale
Segment Reporting Information [Line Items]
Depreciation	13	(25)	22	13
Business to Business
Segment Reporting Information [Line Items]
Depreciation	279	232	558	467
Other
Segment Reporting Information [Line Items]
Depreciation	$ 449	$ 491	$ 973	$ 941

Segments - Summary of Amortizat

Segments - Summary of Amortization Expense Recognized by Operating Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Amortization of Intangible Assets	$ 1,888	$ 1,805	$ 3,524	$ 1,855
Direct to Consumer
Segment Reporting Information [Line Items]
Amortization of Intangible Assets	657	832	1,252	752
Wholesale
Segment Reporting Information [Line Items]
Amortization of Intangible Assets	853	596	1,513	21
Business to Business
Segment Reporting Information [Line Items]
Amortization of Intangible Assets	378	364	758	5
Other
Segment Reporting Information [Line Items]
Amortization of Intangible Assets	$ 0	$ 13	$ 1	$ 1,077

Subsequents Events - Additional

Subsequents Events - Additional Information (Details) - USD ($)						3 Months Ended	6 Months Ended
	Mar. 01, 2024	Feb. 28, 2024	Jan. 16, 2024	Oct. 12, 2023	Jul. 20, 2023	Mar. 31, 2024	Dec. 31, 2023	Mar. 12, 2024
Subsequent Event [Line Items]
Percentage of workforce					4%
Estimated cash expenditures							$ 2,134,000
Forecast
Subsequent Event [Line Items]
Estimated cash expenditures						$ 1,500,000
2024 Plan [Member] | Forecast
Subsequent Event [Line Items]
Estimated cash expenditures						$ 1,500,000
Fourth Amendment | Revolving Credit Facility
Subsequent Event [Line Items]
Maximum borrowing capacity				$ 200,000,000
Fourth Amendment | Delay Draw Term Loan Facility
Subsequent Event [Line Items]
Maximum borrowing capacity				$ 38,100,000
Fourth Amendment | Secured Overnight Financing Rate (SOFR)
Subsequent Event [Line Items]
Revolving line of credit amount interest rate on outstanding				3%
Fourth Amendment | Alternate Base Rate
Subsequent Event [Line Items]
Revolving line of credit amount interest rate on outstanding				2%
Subsequent Event
Subsequent Event [Line Items]
Estimated annualized cost savings			$ 7,100,000
Percentage of workforce			15%
Number of days required for the court's ruling to amend complaint	21 days
Subsequent Event | Nasdaq
Subsequent Event [Line Items]
Sale of stock, price per share								$ 1
Subsequent Event | Revolving Credit Facility | Forbearance Agreement
Subsequent Event [Line Items]
Maximum borrowing capacity		$ 180,000,000
Increase in interest rate for revolving loans outstanding		100%
Revolving line of credit amount interest rate on outstanding		7.50%
Subsequent Event | 2024 Plan [Member]
Subsequent Event [Line Items]
Estimated annualized cost savings			$ 7,100,000
Percentage of workforce			15%
Subsequent Event | Fourth Amendment | Revolving Credit Facility
Subsequent Event [Line Items]
Maximum borrowing capacity		$ 200,000,000