Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2024 | May 10, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
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 | 62,814,389 | |
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 | Mar. 31, 2024 | Jun. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 24,106 | $ 18,233 |
Restricted cash | 201 | 0 |
Accounts receivable, net | 16,104 | 24,561 |
Other receivables | 371 | 507 |
Inventories | 132,887 | 201,363 |
Assets held for sale, net | 56,565 | 511 |
Current interest rate swap asset | 4,341 | 4,669 |
Prepaid expenses | 13,830 | 14,895 |
Total current assets | 248,405 | 264,739 |
Property, plant, and equipment, net | 173,065 | 215,967 |
Operating lease right-of-use assets | 29,058 | 32,945 |
Finance lease right-of-use-assets | 513 | 630 |
Intangible assets, net | 22,670 | 38,994 |
Interest rate swap asset | 2,157 | 4,317 |
Other assets | 2,765 | 3,562 |
Total assets | 478,633 | 561,154 |
Current liabilities: | ||
Line of credit | 141,635 | 115,444 |
Accounts payable | 15,094 | 20,413 |
Accrued liabilities and other payables | 16,119 | 19,668 |
Accrued employee compensation | 9,087 | 6,618 |
Current operating lease liabilities | 6,358 | 6,243 |
Current finance lease liabilities | 242 | 304 |
Current maturities of long-term debt | 180,170 | 14,449 |
Total current liabilities | 368,705 | 183,139 |
Other long-term liabilities | 393 | 4,196 |
Long-term debt, less current maturities | 0 | 173,409 |
Long-term operating lease liabilities | 23,914 | 26,792 |
Long-term finance lease liabilities | 279 | 334 |
Deferred tax liability | 175 | 506 |
Total liabilities | 393,466 | 388,376 |
Commitments and contingencies (Note 7) | ||
Redeemable noncontrolling interest | 246 | 262 |
Stockholders' equity | ||
Preferred stock, no par value, 2,000,000 shares authorized, and none issued and outstanding at March 31, 2024 and June 30, 2023. | 0 | 0 |
Common stock, no par value, 200,000,000 shares authorized, 62,814,389 issued and 59,942,495 outstanding at March 31, 2024 and 62,234,028 issued and 59,362,134 outstanding at June 30, 2023. | 0 | 0 |
Additional paid-in capital | 384,745 | 381,689 |
Treasury stock, at cost: 2,871,894 shares held at March 31, 2024 and June 30, 2023. | (26,034) | (26,034) |
Accumulated deficit | (272,871) | (182,308) |
Total Vintage Wine Estates, Inc. stockholders' equity | 85,840 | 173,347 |
Noncontrolling interests | (919) | (831) |
Total stockholders' equity | 84,921 | 172,516 |
Total liabilities, redeemable noncontrolling interest, and stockholders' equity | $ 478,633 | $ 561,154 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | 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 | 62,814,389 | 62,234,028 |
Common stock, shares outstanding | 59,942,495 | 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 | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Net revenue | ||||
Total revenue | $ 45,665 | $ 64,651 | $ 186,928 | $ 221,132 |
Cost of revenue | ||||
Total cost of revenue | 35,165 | 51,375 | 166,711 | 152,580 |
Gross profit | 10,500 | 13,276 | 20,217 | 68,552 |
Selling, general, and administrative expenses | 24,158 | 26,506 | 78,168 | 90,094 |
Amortization expense | 1,055 | 1,813 | 4,579 | 5,429 |
Goodwill impairment losses | 0 | 0 | 0 | 125,285 |
Intangible impairment losses | 360 | 0 | 5,102 | 12,643 |
Gain on remeasurement of contingent liability | (1,065) | 0 | (6,273) | (3,289) |
Restructuring expense | 1,286 | 0 | 5,130 | 0 |
(Gain) loss on insurance and litigation | 0 | (884) | 148 | (1,414) |
Loss (gain) on sale of assets and assets held for sale | 5,241 | (5,977) | 4,442 | (1,546) |
Loss from operations | (20,535) | (8,182) | (71,079) | (158,650) |
Other income (expense) | ||||
Interest expense | (6,108) | (4,291) | (17,152) | (13,322) |
Net gain (loss) on interest rate swap agreements | 357 | (3,596) | (2,464) | 4,892 |
Loss on extingushment of debt | 0 | 0 | 0 | (479) |
Other, net | (129) | (161) | (155) | 326 |
Total other (expense) income, net | (5,880) | (8,048) | (19,771) | (8,583) |
Loss before provision for income taxes | (26,415) | (16,230) | (90,850) | (167,233) |
Income tax benefit | (228) | (2,702) | (183) | (24,880) |
Net loss | (26,187) | (13,528) | (90,667) | (142,353) |
Net loss attributable to the noncontrolling interests | (33) | (14) | (104) | (1,235) |
Net loss attributable to common stockholders | $ (26,154) | $ (13,514) | $ (90,563) | $ (141,118) |
Net (loss) earnings per share allocable to common stockholders | ||||
Basic | $ (0.44) | $ (0.23) | $ (1.52) | $ (2.39) |
Diluted | $ (0.44) | $ (0.23) | $ (1.52) | $ (2.39) |
Weighted average shares used in the calculation of earnings per share allocable to common stockholders | ||||
Basic | 59,902,030 | 59,289,659 | 59,678,013 | 59,014,915 |
Diluted | 59,902,030 | 59,289,659 | 59,678,013 | 59,014,915 |
Wine, spirits and cider | ||||
Net revenue | ||||
Total revenue | $ 32,303 | $ 41,276 | $ 131,804 | $ 147,252 |
Cost of revenue | ||||
Total cost of revenue | 24,016 | 37,575 | 126,344 | 107,251 |
Nonwine | ||||
Net revenue | ||||
Total revenue | 13,362 | 23,375 | 55,124 | 73,880 |
Cost of revenue | ||||
Total cost of revenue | $ 11,149 | $ 13,800 | $ 40,367 | $ 45,329 |
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 | $ (26,034) | $ 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 | ||||||
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 | 259 | ||||||
ENDING BALANCE at Dec. 31, 2022 | 233,877 | $ (26,034) | 381,641 | (120,943) | (787) | ||
ENDING BALANCE (in Shares) at Dec. 31, 2022 | 62,161,553 | 2,871,894 | |||||
Stock-based compensation expense, net of forfeitures | (1,024) | (1,024) | |||||
Temporary equity, Net income (loss) | 2 | ||||||
Net income (loss) | (13,530) | (13,514) | (16) | ||||
Redeemable Non-Controlling Interest Ending Balance at Mar. 31, 2023 | 261 | ||||||
ENDING BALANCE at Mar. 31, 2023 | 219,323 | $ (26,034) | 380,617 | (134,457) | (803) | ||
ENDING BALANCE (in Shares) at Mar. 31, 2023 | 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 Mar. 31, 2024 | 246 | 246 | |||||
ENDING BALANCE at Mar. 31, 2024 | 84,921 | $ (26,034) | 384,745 | (272,871) | (919) | ||
ENDING BALANCE (in Shares) at Mar. 31, 2024 | 62,814,389 | 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 | ||||||
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 | |||||
Stock-based compensation expense, net of forfeitures | 501 | 501 | |||||
Restricted stock units vested (in shares) | 82,260 | ||||||
Taxes paid related to net share settlement of equity awards | (16) | (16) | |||||
Taxes paid related to net share settlement of equity awards (in shares) | (29,655) | ||||||
Temporary equity, Net income (loss) | (7) | ||||||
Net income (loss) | (26,179) | (26,154) | (26) | ||||
Redeemable Non-Controlling Interest Ending Balance at Mar. 31, 2024 | 246 | $ 246 | |||||
ENDING BALANCE at Mar. 31, 2024 | $ 84,921 | $ (26,034) | $ 384,745 | $ (272,871) | $ (919) | ||
ENDING BALANCE (in Shares) at Mar. 31, 2024 | 62,814,389 | 2,871,894 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (90,667) | $ (142,353) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation expense | 11,932 | 11,799 |
Non-cash operating lease expense | 4,229 | 4,024 |
Amortization expense | 4,830 | 5,622 |
Amortization of deferred loan fees and line of credit fees | 1,380 | 574 |
Goodwill and intangible assets impairment losses | 5,102 | 137,929 |
Stock-based compensation expense | 3,047 | 5,666 |
Provision for credit losses | 2,045 | 405 |
Provision for inventory reserves | 32,509 | 10,131 |
Deferred income tax benefit | (331) | (24,927) |
Loss (gain) on disposition of assets and assets held for sale | 4,442 | (1,546) |
Loss on extinguishment of debt | 0 | 479 |
Remeasurement of contingent consideration liabilities | (6,273) | (3,289) |
Net loss (gain) on interest rate swap agreements | 2,464 | (4,892) |
Change in operating assets and liabilities: | ||
Accounts receivable | 3,687 | 742 |
Other receivables | 136 | 3,144 |
Inventories | 19,473 | (16,637) |
Prepaid expenses and other current assets | 1,055 | (11,655) |
Other assets | (396) | 602 |
Accounts payable | 573 | 10,250 |
Accrued liabilities and other payables | 3,933 | 15,102 |
Net change in lease assets and liabilities | (3,112) | (5,016) |
Net cash provided by (used in) operating activities | 58 | (3,846) |
Cash flows from investing activities | ||
Proceeds from sale of assets | 1,367 | 19,707 |
Purchases of property, plant, and equipment | (7,228) | (11,318) |
Net cash (used in) provided by investing activities | (5,861) | 8,389 |
Cash flows from financing activities | ||
Principal payments on line of credit | (48,313) | (136,358) |
Proceeds from line of credit | 74,504 | 111,863 |
Payment of deferred financing costs | 0 | (1,975) |
Change in outstanding checks in excess of cash | (3,201) | (1,523) |
Loan fees | (898) | (377) |
Principal payments on long-term debt | (8,462) | (73,195) |
Proceeds from long-term debt | 818 | 74,640 |
Principal payments on finance leases | (244) | (205) |
Payments of minimum tax withholdings on stock-based payment awards | (120) | (976) |
Distributions to noncontrolling interest | 0 | (66) |
Repurchase of public warrants | 0 | (172) |
Payments on acquisition earnout | (2,207) | (375) |
Net cash provided by (used in) financing activities | 11,877 | (28,719) |
Net change in cash, cash equivalents and restricted cash | 6,074 | (24,176) |
Cash, cash equivalents and restricted cash, beginning of period | 18,233 | 49,558 |
Cash and cash equivalents, and restricted cash, end of period | 24,307 | 25,382 |
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 | 1,829 | 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 | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (26,154) | $ (13,514) | $ (90,563) | $ (141,118) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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 | 9 Months Ended |
Mar. 31, 2024 | |
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 nine months ended March 31, 2024 (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 and fiscal 2023 in these condensed consolidated financial statements are to the fiscal year ending June 30, 2024 and June 30, 2023, respectively. Our unaudited condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission ("SEC") instructions to Quarterly Reports on Form 10-Q and include the information and disclosures required by accounting principles generally accepted in the United States ("GAAP") for interim financial reporting. 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. 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 as amended, restated, supplemented or otherwise modified (the "Second A&R Loan and Security Agreement") beginning with the quarter ended December 31, 2023 and through the date of this filing, 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. 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 8) agreed to forbear from enforcing their respective rights and remedies in respect to certain events of default under the Second A&R Loan and Security Agreement, subject to the terms and conditions set forth in the Forbearance Agreement, through March 31, 2024. On April 2, 2024, the Company, the Borrowers, the Lenders and the Agent amended and restated the Forbearance Agreement (the "A&R Forbearance Agreement") with an effective date of March 31, 2024. See Note 8 for additional information. On May 6, 2024, the Company, the Borrowers, the Consenting Lenders and the Agent entered into Amendment Number One to the A&R Forbearance Agreement (the “Amendment”). The Amendment, effective as of May 6, 2024, amends the A&R Forbearance Agreement, to, among other things, (a) extend the period during which the Agent and the Lenders have agreed to forbear from enforcing their respective rights and remedies in respect of certain events of default under the Second A&R Loan and Security Agreement, subject to the terms and conditions therein, to June 4, 2024 (the "Forbearance Period"), (b) extend the deadline by which the Borrowers shall make a $ 10 million mandatory prepayment of the term loan to June 17, 2024 and (c) amend the interest rate for swingline borrowings to be equal to one-month Adjusted Term SOFR plus 0.8 % plus the Applicable Margin for Adjusted Base Rate Revolver Loans (each as defined in the Second A&R Loan and Security Agreement). If the Company does not meet the terms of the Amendment or if the events of default continue past the term of the Amendment, 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 under the Second A&R Loan and Security Agreement. See Note 8 for additional information. The Company has seen its cash usage to fund operations increase. In the past the Company has been able to fund operating cash flow needs by using its line of credit. Due to the events of the default described below the Company's ability to access its line of credit is currently limited. If the Company is unable to cure the events of default or receive additional capital from its Lenders or third parties, the Company may not be able to fund its operations and will be forced to seek bankruptcy protection. Whether additional amendments or waivers to the Second A&R Loan and Security Agreement or extensions of the Forbearance Period are obtained is not within the Company's control, and there can be no assurances that our Lenders and Agent will not accelerate the maturity of the debt. If acceleration occurs, the Company does not have sufficient cash to repay the outstanding debt and would likely be forced to seek bankruptcy protection. 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 nine months ended March 31, 2023, 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 nine months ended March 31, 2024. 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, credit losses, 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 on the Company's condensed consolidated balance sheet 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 sheets that sum to the total of the amounts shown in the condensed consolidated statements of cash flows: (in thousands) March 31, 2024 June 30, 2023 Cash and cash equivalents $ 24,106 $ 18,233 Restricted cash 201 - Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 24,307 $ 18,233 Allowance for Credit Losses The provision for credit losses as of March 31, 2024 and June 30, 2023, was immaterial. We do not accrue interest on past-due amounts. Bad debt expense was $ 1.6 million and $ 2.0 million for the three and nine months ended March 31, 2024. It was immaterial for the three and nine months ended March 31, 2023. Disaggregation of Revenue The following table summarizes revenue by geographic region: Three Months Ended March 31, Nine Months Ended March 31, (in thousands) 2024 2023 2024 2023 United States $ 44,961 $ 64,287 $ 184,972 $ 219,474 International 704 364 1,956 1,658 Total net revenue $ 45,665 $ 64,651 $ 186,928 $ 221,132 The following table provides a disaggregation of revenue based on the pattern of revenue recognition: March 31, March 31, (in thousands) 2024 2023 2024 2023 Point in time $ 37,603 $ 53,178 $ 154,929 $ 187,381 Over time 8,062 11,473 31,999 33,751 Total net revenue $ 45,665 $ 64,651 $ 186,928 $ 221,132 Casualty Gains In relation to various weather and wildfire events, the Company received insurance and litigation proceeds of $ 0.9 million and $ 1.4 million during the three and nine months ended March 31, 2023. There were no insurance or litigation proceeds received in the three and nine months ended March 31, 2024. 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 | 9 Months Ended |
Mar. 31, 2024 | |
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. 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 was a reduction in force affecting approximately 15 % of the workforce. The reduction in force was substantially complete by March 31, 2024. Cash expenditures for the 2024 Plan reduction in force are estimated to be $ 1.3 million, substantially all of which are related to employee severance and benefits costs, which were accrued in the three months ended March 31, 2024. The total restructuring expense, shown on a separate line in the Company's condensed consolidated statements of operations and comprehensive income (loss), for the nine months ended March 31, 2024 was $ 5.1 million, substantially all of which was related to employee severance and related benefit costs. The following table presents the changes in the Company's restructuring-related accrued employee compensation liabilities: (in thousands) Balance at June 30, 2023 $ - Additions 5,288 Revisions to estimates ( 158 ) Cash payments ( 3,495 ) Balance at March 31, 2024 $ 1,635 On May 8, 2024, the Company's Board of Directors approved a reducti on in force affecting approximately 10 % of the workforce. The Company expects the reduction in force to be substantially complete by the end of the fourth quarter of fiscal 2024. Cash expenditures for the reduction in force are estimated to be $ 0.6 million, substantially all of which are related to employee severance and benefits costs. |
Inventory
Inventory | 9 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventory consists of the following: (in thousands) March 31, 2024 June 30, 2023 Bulk wine, spirits and cider $ 60,765 $ 84,602 Bottled wine, spirits and cider 63,863 100,075 Bottling and packaging supplies 6,996 15,690 Nonwine inventory 1,263 996 Total inventory, net of reserve $ 132,887 $ 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. During the second quarter of fiscal 2024 and 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 allowed 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 nine months ended March 31, 2024 of zero and $ 32.5 million, respectively. For the three and nine months ended March 31, 2023 , the Company recognized costs related to reducing inventory to its net realizable value of $ 9.6 million and $ 10.1 million, respectively. 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 $ 16.5 million is included in Assets held for sale, net on the Company's condensed consolidated balance sheet as of March 31, 2024 . |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment Assets Held-for-Sale Disclosure [Abstract] | |
Assets Held for Sale | 4. A ssets Held for Sale The Company classifies an asset group (‘asset’) as held for sale in the period that (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year (subject to certain events or circumstances), (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially and subsequently measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in loss (gain) on sale of assets and assets held for sale 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. The Company has engaged an investment bank to monetize assets and has four 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 as previously disclosed. All four asset groups are being marketed 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. During the three months ended March 31, 2024, the Company recorded an estimated loss on assets held for sale related to this disposition of $ 5.2 million. During February 2024, the Company determined that certain standalone DTC operations should be classified as assets held for sale. The assets held for sale include certain real and intangible property related to these DTC operations. The Company entered into a non-binding letter of intent related to certain standalone DTC operations. 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) March 31, 2024 June 30, 2023 Assets Accounts receivable $ 2,725 $ - Inventory 16,494 - Prepaid expenses 5 - Assets held for sale - current 19,224 - Property, plant and equipment, net 38,123 511 Operating lease right-of-use assets 6 - Finance lease right-of-use assets 5 - Other Assets 154 - Intangible assets, net 7,156 - Assets held for sale - long-term 45,444 511 Valuation allowance ( 5,219 ) - Total assets held for sale 59,449 511 Liabilities Accounts payable and accrued expenses 2,873 - Current operating lease liabilities 5 - Current finance lease liabilities 4 - Liabilities held for sale - current 2,882 - Long-term operating lease liabilities 1 - Long-term finance lease liabilities 1 - Liabilities held for sale - long-term 2 - Total liabilities held for sale 2,884 - Assets held for sale, net $ 56,565 $ 511 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. Intangible Assets The following tables summarize other intangible assets by class: March 31, 2024 (in thousands) Gross Accumulated Accumulated Impairment Losses Net Intangible Indefinite-life intangibles Trade names and trademarks $ 29,503 $ - $ ( 20,995 ) $ 8,508 Winery use permits 4,250 - - 4,250 Total Indefinite-life intangibles 33,753 - ( 20,995 ) 12,758 Definite-life intangibles Customer relationships 24,477 ( 13,640 ) ( 925 ) 9,912 Trade names and trademarks 1,565 ( 905 ) ( 660 ) - Total definite-life intangibles 26,042 ( 14,545 ) ( 1,585 ) 9,912 Total other intangible assets $ 59,795 $ ( 14,545 ) $ ( 22,580 ) $ 22,670 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 $ 7.2 million are included in Assets held for sale in the Company's condensed consolidated balance sheet as of March 31, 2024. Our indefinite-lived intangible asset balance consists of trade names, trademarks and winery use permits, which had an aggregate carrying amount of $ 12.8 million as of March 31, 2024. We test our trade names, trademarks, and winery use permits for impairment annually, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a trade name, trademark or winery use permit is less than its carrying amount. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual intangible assets using the relief from royalty method under the income approach 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, royalty 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 intangible assets might become impaired in the future. We periodically assess whether any indicators of impairment exist related to our intangible assets. During the second quarter of fiscal 2024, we identified a triggering event as a result of a decline in actual and projected revenue related to 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. As observed in our analysis of actual to projected revenues, the revenue decline related to certain trade names and overall softening of the wine industry continued during the third quarter of fiscal 2024 and triggered an additional impairment assessment. As a result of the impairment analysis performed, the Company recorded a non-cash impairment charge of $ 0.4 million, which was primarily related to Wholesale. The impairment losses are included in intangible asset impairment losses in the consolidated statements of operations and comprehensive income (loss). |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value M easurements The following tables present assets and liabilities measured at fair value on a recurring basis: March 31, 2024 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 1,132 $ - $ - $ 1,132 Interest rate swaps (1) - 6,498 - 6,498 Total $ 1,132 $ 6,498 $ - $ 7,630 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 176 $ 176 Total $ - $ - $ 176 $ 176 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 $ 42 thousand and $ 3.8 million as of March 31, 2024 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 ( 6,273 ) Balance at March 31, 2024 176 Less: current portion ( 134 ) Long-term portion 42 During the nine months ended March 31, 2024 , the Company recognized a decrease in the fair value of contingent consideration of $ 6.3 million from prior 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 | 9 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingent Liabilities and Litigation | 7. Commitm ents, Contingent Liabilities and Litigation We are subject to a variety of claims and lawsuits that arise from time to time in the ordinary course of business. Although management believes that any pending claims and lawsuits will not have a material impact on the Company’s consolidated financial position or results of operations, the adjudication of such matters are subject to inherent uncertainties and management’s assessment may change depending on future events. 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 with leave to file an amended complaint. On April 5, 2024, the lead plaintiffs filed a second consolidated amended class action complaint. Defendants filed a motion to dismiss on May 10, 2024. 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. 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. In January 2024, the Company was notified of alleged quality breaches in connection with production of wines for a Business-to-Business customer. The Company has recorded a loss contingency of $ 1.5 million and $ 5.5 million in the three and nine months ended March 31, 2024. Such expense is included in cost of revenue on the Company's condensed consolidated statements of operations and comprehensive income. 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 $ 1,133 2025 15,462 2026 6,775 2027 1,458 2028 264 $ 25,092 Grape, bulk wine and cider purchases under contracts totaled $ 0.8 million and $ 17.9 million and $ 31.2 million and $ 47.9 million for the three and nine months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 , 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 | 9 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term and Other Short-Term Obligations | 8. Long-Term a nd Other Short-Term Obligations The following table summarizes long-term and other short-term obligations: March 31, June 30, (in thousands) 2024 2023 Note to a bank with one month interest at SOFR ( 5.46 %) at March 31, 2024 plus 4 %; payable in quarterly installments of $ 1,454 principal with applicable interest; matures in December 2027 ; secured by specific assets of the Company. 139,624 142,532 Capital expenditures borrowings payable at SOFR ( 5.46 %) at March 31, 2024 plus 4 %, payable in quarterly installments of $ 801 with draw expiring June 2027. 11,160 12,762 Equipment Term Loan payable at SOFR ( 5.46 %) at March 31, 2024 plus 4 %, payable in quarterly installments of $ 250 with draw expiring December 2026. 2,933 3,433 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with March 2024 . - 541 Note to a bank with interest fixed at 7.50 %, payable in monthly installments of $ 61 principal with April 2026 . 1,416 1,873 Delayed Draw Term Loan ("DDTL") with interest at SOFR ( 5.46 %) at March 31, 2024 plus 4 %, payable in quarterly installments of $ 818 . Matures in December 2027 . 26,547 28,183 Total debt 181,680 189,324 Less: current maturities ( 180,170 ) ( 14,449 ) Less: unamortized deferred financing costs ( 1,510 ) ( 1,466 ) Long-term debt, net $ - $ 173,409 The effective interest rate under the revolving facility w as 9.4 % and 6.7 % as of March 31, 2024 and 2023 , 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 and comprehensive income (loss) 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 and comprehensive income (loss). 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, which are events of default. 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 agreed to forbear from enforcing their respective rights and remedies in respect to certain events of default under the Second A&R Loan and Security Agreement, subject to the terms and conditions set forth in the Forbearance Agreement, through March 31, 2024 (the "Forbearance Period") so long as no event of default (other than the Designated Defaults) occurred, and the Company and the Borrowers (collectively, the "Obligors") complied with the terms of the Forbearance Agreement and otherwise did not assert a defense to their obligations under the Second A&R Loan and Security Agreement or any other loan documents or make a claim against the Agent or any Lender. The Forbearance Agreement, among other things, ( a) reduced the revolving commitments under the Second A&R Loan and Security Agreement from $ 200 million to $ 180 million, (b) permitted the Borrowers to continue to borrow under the Second A&R Loan and Security Agreement, subject to the terms and conditions set forth therein, during the Forbearance Period, notwithstanding the existence of the Designated Defaults, (c) increased, during the Forbearance Period, the interest rate for revolving loans outstanding or incurred under the Second A&R Loan and Security Agreement by 100 basis points, (d) provided 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) required the Obligors to comply with certain specified milestones with respect to business planning during the Forbearance Period and (f) required 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) . Debt modification costs of $ 0.3 million were capitalized and $ 0.1 million were expensed in selling, general and administrative expenses in the Company's statements of operations and comprehensive income (loss) related to the Forbearance Agreement. In addition, $ 0.3 million of previously capitalized costs were expensed in selling, general and administrative expenses in the Company's statements of operations and comprehensive income (loss). On April 2, 2024, the Company, the Borrowers, the Lenders and the Agent amended and restated the Forbearance Agreement (the “A&R Forbearance Agreement”). The A&R Forbearance Agreement, effective as of March 31, 2024, amended the Forbearance Agreement to, among other things, (a) extend the period during which the Agent and the Lenders have agreed to forbear from enforcing their respective rights and remedies in respect of certain events of default under the Second A&R Loan and Security Agreement, subject to the terms and conditions therein, to May 15, 2024 (the "Forbearance Period"), (b) extend the deadline by which the Borrowers shall make a $ 10 million mandatory prepayment of the term loan to May 15, 2024 and (c) increase the applicable margin on the outstanding term loan, equipment loan, capital expenditure loans and delayed draw term loans during the Forbearance Period by 100 basis points. In connection with the extension of the Forbearance Period under the A&R Forbearance Agreement, the Company and the Borrowers also agreed to pay certain fees to the Agent, including a one-time payment to the Agent for the benefit of the Consenting Lenders (as defined in the A&R Forbearance Agreement) equal to 10 basis points on the Consenting Lenders' outstanding loans and commitments. On May 6, 2024, the Company, the Borrowers, the Consenting Lenders and the Agent entered into Amendment Number One to the A&R Forbearance Agreement (the “Amendment”). The Amendment, effective as of May 6, 2024, amends the A&R Forbearance Agreement, to, among other things, (a) extend the period during which the Agent and the Lenders have agreed to forbear from enforcing their respective rights and remedies in respect of certain events of default under the Second A&R Loan and Security Agreement, subject to the terms and conditions therein, to June 4, 2024 (the "Forbearance Period"), (b) extend the deadline by which the Borrowers shall make a $ 10 million mandatory prepayment of the term loan to June 17, 2024 and (c) amend the interest rate for swingline borrowings to be equal to one-month Adjusted Term SOFR plus 0.8 % plus the Applicable Margin for Adjusted Base Rate Revolver Loans (each as defined in the Second A&R Loan and Security Agreement). In connection with the Amendment, the Company and the Borrowers also agreed to pay certain fees to the Agent, including a one-time payment to the Agent for the benefit of the Consenting Lenders equal to 5 basis points on the Consenting Lenders' outstanding loans and commitments. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockhold ers' Equity Warrants At March 31, 2024 , 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 March 31, 2024. 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 5,734,214 3.25 - Exercised - - - Forfeited or cancelled ( 1,629,130 ) 9.57 - Outstanding at March 31, 2024 6,974,921 $ 4.57 9.20 $ - 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 5.1 years. As of March 31, 2024 , 781,391 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 5,942,775 0.66 Vested ( 729,093 ) 3.82 Forfeited or cancelled ( 756,321 ) 3.06 Outstanding at March 31, 2024 5,619,800 $ 0.89 Total unrecognized compensation expense related to the restricted stock units was $ 2.6 million, which is expected to be recognized over a weighted-average period of 1.7 years. Loss Per Share The following table reconciles the number of common shares used to compute basic and diluted loss per share attributable to Vintage Wine Estates, Inc. stockholders: Three Months Ended March 31, Nine Months Ended March 31, (in thousands, except for per share amounts) 2024 2023 2024 2023 Net loss $ ( 26,187 ) $ ( 13,528 ) $ ( 90,667 ) $ ( 142,353 ) Less: loss allocable to noncontrolling interest ( 33 ) ( 14 ) ( 104 ) ( 1,235 ) Net loss allocable to common stockholders $ ( 26,154 ) $ ( 13,514 ) $ ( 90,563 ) $ ( 141,118 ) Numerator – Basic EPS Net loss allocable to common stockholders $ ( 26,154 ) $ ( 13,514 ) $ ( 90,563 ) $ ( 141,118 ) Net loss allocated to common stockholders $ ( 26,154 ) $ ( 13,514 ) $ ( 90,563 ) $ ( 141,118 ) Numerator – Diluted EPS Net loss allocated to common stockholders $ ( 26,154 ) $ ( 13,514 ) $ ( 90,563 ) $ ( 141,118 ) Net loss allocated to common stockholders $ ( 26,154 ) $ ( 13,514 ) $ ( 90,563 ) $ ( 141,118 ) Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 59,902,030 59,289,659 59,678,013 59,014,915 Denominator – Diluted Common Shares Weighted average common shares - Diluted 59,902,030 59,289,659 59,678,013 59,014,915 Net loss per share – basic: Common Shares $ ( 0.44 ) $ ( 0.23 ) $ ( 1.52 ) $ ( 2.39 ) Net loss per share – diluted: Common Shares $ ( 0.44 ) $ ( 0.23 ) $ ( 1.52 ) $ ( 2.39 ) The following securities have been excluded from the calculations of diluted earnings per share attributable to common stockholders because including them would have been antidilutive: Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 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 6,974,921 3,027,661 6,974,921 3,027,661 Shares subject to restricted stock units 5,619,800 1,558,425 5,619,800 1,558,425 Total 38,241,174 30,232,539 38,241,174 30,232,539 |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Inco me Taxes For the three months ended March 31, 2024 , the effective tax rate differs from the federal statutory rate of 21 % primarily due to permanent items and valuation allowance. For the nine months ended March 31, 2024 , 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 March 31, 2024 and June 30, 2023. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 1 1. 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 March 31, 2024 and 2023 , respectively and $ 4.4 thousand and $ 6.0 thousand for nine months ended March 31, 2024 and 2023. 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 nine months ended March 31, 2024 and 2023, the revenue share 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 $ 89 thousand and $ 140 thousand for the three months ended March 31, 2024 and 2023 , respectively and $ 323 thousand and $ 360 thousand for the nine months ended March 31, 2024 and 2023 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 March 31, 2024 and 2023 and $ 125 thousand and $ 174 thousand for the nine months ended March 31, 2024 and 2023, 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 zero and $ 50 thousand for the three months ended March 31, 2024 and 2023, respectively and $ 100 thousand and $ 150 thousand for the nine months ended March 31, 2024 and 2023 , respectively. As of December 31, 2023, this agreement was terminated. |
Segments
Segments | 9 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segments | 12. 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: Direct-to-Consumer; Wholesale; 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 March 31, 2024 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 12,353 $ 18,213 $ 15,096 $ 3 $ 45,665 Restructuring expense $ 839 $ 110 $ 135 $ 202 $ 1,286 Loss (income) from operations $ ( 641 ) $ 1,525 $ ( 9,523 ) $ ( 11,896 ) $ ( 20,535 ) Three Months Ended March 31, 2023 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 17,008 $ 20,811 $ 26,831 $ 1 $ 64,651 (Loss) income from operations $ ( 2,905 ) $ ( 1,573 ) $ 2,406 $ ( 6,110 ) $ ( 8,182 ) Nine Months Ended March 31, 2024 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 53,986 $ 55,143 $ 77,796 $ 3 $ 186,928 Restructuring expense $ 902 $ 2,241 $ 135 $ 1,852 $ 5,130 Loss from operations $ ( 6,819 ) $ ( 19,173 ) $ ( 6,189 ) $ ( 38,898 ) $ ( 71,079 ) Nine Months Ended March 31, 2023 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 63,472 $ 67,881 $ 89,825 $ ( 46 ) $ 221,132 Income (loss) from operations $ 488 $ ( 126,181 ) $ 11,772 $ ( 44,729 ) $ ( 158,650 ) 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 March 31, 2024 $ 192 $ 8 $ 266 $ 354 $ 820 2023 $ 286 $ 7 $ 245 $ 496 $ 1,034 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total For the nine months ended March 31, 2024 $ 796 $ 25 $ 824 $ 1,327 $ 2,972 2023 $ 876 20 $ 712 $ 1,448 $ 3,056 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 March 31, 2024 $ 201 $ 605 $ 249 $ - $ 1,055 2023 $ 798 $ 636 $ 379 $ - $ 1,813 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total For the nine months ended March 31, 2024 $ 1,454 $ 2,118 $ 1,007 $ - $ 4,579 2023 $ 2,407 $ 1,868 $ 1,141 $ 13 5,429 All of our long-lived assets are located within the United States. |
Subsequents Events
Subsequents Events | 9 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. S ubsequent Events Forbearance Agreement On April 2, 2024, the Company, the Borrowers, the Lenders and the Agent amended and restated the Forbearance Agreement (the “A&R Forbearance Agreement”). The A&R Forbearance Agreement, effective as of March 31, 2024, amended the Forbearance Agreement to, among other things, (a) extend the period during which the Agent and the Lenders have agreed to forbear from enforcing their respective rights and remedies in respect of certain events of default under the Second A&R Loan and Security Agreement, subject to the terms and conditions therein, to May 15, 2024 (the "Forbearance Period"), (b) extend the deadline by which the Borrowers shall make a $ 10 million mandatory prepayment of the term loan to May 15, 2024 and (c) increase the applicable margin on the outstanding term loan, equipment loan, capital expenditure loans and delayed draw term loans during the Forbearance Period by 100 basis points. In connection with the extension of the Forbearance Period under the A&R Forbearance Agreement, the Company and the Borrowers also agreed to pay certain fees to the Agent, including a one-time payment to the Agent for the benefit of the Consenting Lenders (as defined in the A&R Forbearance Agreement) equal to 10 basis points on the Consenting Lenders' outstanding loans and commitments. On May 6, 2024, the Company, the Borrowers, the Consenting Lenders and the Agent entered into Amendment Number One to the A&R Forbearance Agreement (the “Amendment”). The Amendment, effective as of May 6, 2024, amends the A&R Forbearance Agreement, to, among other things, (a) extend the period during which the Agent and the Lenders have agreed to forbear from enforcing their respective rights and remedies in respect of certain events of default under the Second A&R Loan and Security Agreement, subject to the terms and conditions therein, to June 4, 2024 (the "Forbearance Period"), (b) extend the deadline by which the Borrowers shall make a $ 10 million mandatory prepayment of the term loan to June 17, 2024 and (c) amend the interest rate for swingline borrowings to be equal to one-month Adjusted Term SOFR plus 0.8 % plus the Applicable Margin for Adjusted Base Rate Revolver Loans (each as defined in the Second A&R Loan and Security Agreement). In connection with the Amendment, the Company and the Borrowers also agreed to pay certain fees to the Agent, including a one-time payment to the Agent for the benefit of the Consenting Lenders equal to 5 basis points on the Consenting Lenders' outstanding loans and commitments. On May 14, 2024, the Company and the Borrowers entered into Amendment Number Two to the A&R Forbearance Agreement (the “Second Amendment”) with the Agent and the financial institutions party thereto (the "Consenting Lenders"). The Second Amendment, effective as of May 14, 2024, amends the A&R Forbearance Agreement, to, among other things, (a) extend the deadline for the delivery of the fully executed deposit account control agreements as required under Section 7(g) of the A&R Forbearance Agreement to the last date of the Forbearance Period and (b) agree to apply the Forbearance through the end of the Forbearance Period to the events of default under Section 11.1 (c) of the Second A&R Loan and Security Agreement resulting from the Obligors' failure to maintain liquidity of not less than $ 25 million as of March 31, 2024, as required by Section 10.3.2 of the Second A&R Loan and Security Agreement, and Adjusted EBITDA of not less than $ 27 million for the three fiscal quarter period ended March 31, 2024, as required by Section 10.3.3 of the Second A&R Loan and Security Agreement. In connection with the Second Amendment, the Company and the Borrowers also agreed to pay certain fees to the Agent, including a one-time payment to the Agent for the benefit of the Consenting Lenders equal to 2.5 basis points on the Consenting Lenders' outstanding loans and commitments. Asset Monetization On May 1, 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. Reduction in Force On May 8, 2024, the Company's Board of Directors approv ed a reduction in force affecting approximately 10 % of the workforce. The Company expects the reduction in force to be substantially complete by the end of the fourth quarter of fiscal 2024. Cash expenditures for the reduction in force are estimated to be $ 0.6 million, substantially all of which are related to employee severance and benefits costs. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2024 | |
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 nine months ended March 31, 2024 (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 and fiscal 2023 in these condensed consolidated financial statements are to the fiscal year ending June 30, 2024 and June 30, 2023, respectively. Our unaudited condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission ("SEC") instructions to Quarterly Reports on Form 10-Q and include the information and disclosures required by accounting principles generally accepted in the United States ("GAAP") for interim financial reporting. 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. |
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 as amended, restated, supplemented or otherwise modified (the "Second A&R Loan and Security Agreement") beginning with the quarter ended December 31, 2023 and through the date of this filing, 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. 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 8) agreed to forbear from enforcing their respective rights and remedies in respect to certain events of default under the Second A&R Loan and Security Agreement, subject to the terms and conditions set forth in the Forbearance Agreement, through March 31, 2024. On April 2, 2024, the Company, the Borrowers, the Lenders and the Agent amended and restated the Forbearance Agreement (the "A&R Forbearance Agreement") with an effective date of March 31, 2024. See Note 8 for additional information. On May 6, 2024, the Company, the Borrowers, the Consenting Lenders and the Agent entered into Amendment Number One to the A&R Forbearance Agreement (the “Amendment”). The Amendment, effective as of May 6, 2024, amends the A&R Forbearance Agreement, to, among other things, (a) extend the period during which the Agent and the Lenders have agreed to forbear from enforcing their respective rights and remedies in respect of certain events of default under the Second A&R Loan and Security Agreement, subject to the terms and conditions therein, to June 4, 2024 (the "Forbearance Period"), (b) extend the deadline by which the Borrowers shall make a $ 10 million mandatory prepayment of the term loan to June 17, 2024 and (c) amend the interest rate for swingline borrowings to be equal to one-month Adjusted Term SOFR plus 0.8 % plus the Applicable Margin for Adjusted Base Rate Revolver Loans (each as defined in the Second A&R Loan and Security Agreement). If the Company does not meet the terms of the Amendment or if the events of default continue past the term of the Amendment, 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 under the Second A&R Loan and Security Agreement. See Note 8 for additional information. The Company has seen its cash usage to fund operations increase. In the past the Company has been able to fund operating cash flow needs by using its line of credit. Due to the events of the default described below the Company's ability to access its line of credit is currently limited. If the Company is unable to cure the events of default or receive additional capital from its Lenders or third parties, the Company may not be able to fund its operations and will be forced to seek bankruptcy protection. Whether additional amendments or waivers to the Second A&R Loan and Security Agreement or extensions of the Forbearance Period are obtained is not within the Company's control, and there can be no assurances that our Lenders and Agent will not accelerate the maturity of the debt. If acceleration occurs, the Company does not have sufficient cash to repay the outstanding debt and would likely be forced to seek bankruptcy protection. 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 nine months ended March 31, 2023, 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, credit losses, 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 on the Company's condensed consolidated balance sheet 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 sheets that sum to the total of the amounts shown in the condensed consolidated statements of cash flows: (in thousands) March 31, 2024 June 30, 2023 Cash and cash equivalents $ 24,106 $ 18,233 Restricted cash 201 - Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 24,307 $ 18,233 |
Allowance for Credit Losses | Allowance for Credit Losses The provision for credit losses as of March 31, 2024 and June 30, 2023, was immaterial. We do not accrue interest on past-due amounts. Bad debt expense was $ 1.6 million and $ 2.0 million for the three and nine months ended March 31, 2024. It was immaterial for the three and nine months ended March 31, 2023. |
Disaggregation Of Revenue | Disaggregation of Revenue The following table summarizes revenue by geographic region: Three Months Ended March 31, Nine Months Ended March 31, (in thousands) 2024 2023 2024 2023 United States $ 44,961 $ 64,287 $ 184,972 $ 219,474 International 704 364 1,956 1,658 Total net revenue $ 45,665 $ 64,651 $ 186,928 $ 221,132 The following table provides a disaggregation of revenue based on the pattern of revenue recognition: March 31, March 31, (in thousands) 2024 2023 2024 2023 Point in time $ 37,603 $ 53,178 $ 154,929 $ 187,381 Over time 8,062 11,473 31,999 33,751 Total net revenue $ 45,665 $ 64,651 $ 186,928 $ 221,132 |
Casualty Gains | Casualty Gains In relation to various weather and wildfire events, the Company received insurance and litigation proceeds of $ 0.9 million and $ 1.4 million during the three and nine months ended March 31, 2023. There were no insurance or litigation proceeds received in the three and nine months ended March 31, 2024. |
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) | 9 Months Ended |
Mar. 31, 2024 | |
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 sheets that sum to the total of the amounts shown in the condensed consolidated statements of cash flows: (in thousands) March 31, 2024 June 30, 2023 Cash and cash equivalents $ 24,106 $ 18,233 Restricted cash 201 - Total cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows $ 24,307 $ 18,233 |
Summary of Revenue by Segment and Region | The following table summarizes revenue by geographic region: Three Months Ended March 31, Nine Months Ended March 31, (in thousands) 2024 2023 2024 2023 United States $ 44,961 $ 64,287 $ 184,972 $ 219,474 International 704 364 1,956 1,658 Total net revenue $ 45,665 $ 64,651 $ 186,928 $ 221,132 |
Summary of Disaggregation of Revenue | The following table provides a disaggregation of revenue based on the pattern of revenue recognition: March 31, March 31, (in thousands) 2024 2023 2024 2023 Point in time $ 37,603 $ 53,178 $ 154,929 $ 187,381 Over time 8,062 11,473 31,999 33,751 Total net revenue $ 45,665 $ 64,651 $ 186,928 $ 221,132 |
Schedule of Inventory | Inventory consists of the following: (in thousands) March 31, 2024 June 30, 2023 Bulk wine, spirits and cider $ 60,765 $ 84,602 Bottled wine, spirits and cider 63,863 100,075 Bottling and packaging supplies 6,996 15,690 Nonwine inventory 1,263 996 Total inventory, net of reserve $ 132,887 $ 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) March 31, 2024 June 30, 2023 Assets Accounts receivable $ 2,725 $ - Inventory 16,494 - Prepaid expenses 5 - Assets held for sale - current 19,224 - Property, plant and equipment, net 38,123 511 Operating lease right-of-use assets 6 - Finance lease right-of-use assets 5 - Other Assets 154 - Intangible assets, net 7,156 - Assets held for sale - long-term 45,444 511 Valuation allowance ( 5,219 ) - Total assets held for sale 59,449 511 Liabilities Accounts payable and accrued expenses 2,873 - Current operating lease liabilities 5 - Current finance lease liabilities 4 - Liabilities held for sale - current 2,882 - Long-term operating lease liabilities 1 - Long-term finance lease liabilities 1 - Liabilities held for sale - long-term 2 - Total liabilities held for sale 2,884 - Assets held for sale, net $ 56,565 $ 511 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
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 5,288 Revisions to estimates ( 158 ) Cash payments ( 3,495 ) Balance at March 31, 2024 $ 1,635 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following: (in thousands) March 31, 2024 June 30, 2023 Bulk wine, spirits and cider $ 60,765 $ 84,602 Bottled wine, spirits and cider 63,863 100,075 Bottling and packaging supplies 6,996 15,690 Nonwine inventory 1,263 996 Total inventory, net of reserve $ 132,887 $ 201,363 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
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) March 31, 2024 June 30, 2023 Assets Accounts receivable $ 2,725 $ - Inventory 16,494 - Prepaid expenses 5 - Assets held for sale - current 19,224 - Property, plant and equipment, net 38,123 511 Operating lease right-of-use assets 6 - Finance lease right-of-use assets 5 - Other Assets 154 - Intangible assets, net 7,156 - Assets held for sale - long-term 45,444 511 Valuation allowance ( 5,219 ) - Total assets held for sale 59,449 511 Liabilities Accounts payable and accrued expenses 2,873 - Current operating lease liabilities 5 - Current finance lease liabilities 4 - Liabilities held for sale - current 2,882 - Long-term operating lease liabilities 1 - Long-term finance lease liabilities 1 - Liabilities held for sale - long-term 2 - Total liabilities held for sale 2,884 - Assets held for sale, net $ 56,565 $ 511 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
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: March 31, 2024 (in thousands) Gross Accumulated Accumulated Impairment Losses Net Intangible Indefinite-life intangibles Trade names and trademarks $ 29,503 $ - $ ( 20,995 ) $ 8,508 Winery use permits 4,250 - - 4,250 Total Indefinite-life intangibles 33,753 - ( 20,995 ) 12,758 Definite-life intangibles Customer relationships 24,477 ( 13,640 ) ( 925 ) 9,912 Trade names and trademarks 1,565 ( 905 ) ( 660 ) - Total definite-life intangibles 26,042 ( 14,545 ) ( 1,585 ) 9,912 Total other intangible assets $ 59,795 $ ( 14,545 ) $ ( 22,580 ) $ 22,670 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) | 9 Months Ended |
Mar. 31, 2024 | |
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: March 31, 2024 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 1,132 $ - $ - $ 1,132 Interest rate swaps (1) - 6,498 - 6,498 Total $ 1,132 $ 6,498 $ - $ 7,630 Liabilities: Contingent consideration liabilities (2) $ - $ - $ 176 $ 176 Total $ - $ - $ 176 $ 176 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 $ 42 thousand and $ 3.8 million as of March 31, 2024 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 ( 6,273 ) Balance at March 31, 2024 176 Less: current portion ( 134 ) Long-term portion 42 |
Commitments, Contingent Liabi_2
Commitments, Contingent Liabilities and Litigation (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
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 $ 1,133 2025 15,462 2026 6,775 2027 1,458 2028 264 $ 25,092 |
Long-Term and Other Short-Ter_2
Long-Term and Other Short-Term Obligations (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Long-term and Other Short-term Obligations | The following table summarizes long-term and other short-term obligations: March 31, June 30, (in thousands) 2024 2023 Note to a bank with one month interest at SOFR ( 5.46 %) at March 31, 2024 plus 4 %; payable in quarterly installments of $ 1,454 principal with applicable interest; matures in December 2027 ; secured by specific assets of the Company. 139,624 142,532 Capital expenditures borrowings payable at SOFR ( 5.46 %) at March 31, 2024 plus 4 %, payable in quarterly installments of $ 801 with draw expiring June 2027. 11,160 12,762 Equipment Term Loan payable at SOFR ( 5.46 %) at March 31, 2024 plus 4 %, payable in quarterly installments of $ 250 with draw expiring December 2026. 2,933 3,433 Note to a bank with interest fixed at 2.75 %, payable in monthly installments of $ 61 principal with March 2024 . - 541 Note to a bank with interest fixed at 7.50 %, payable in monthly installments of $ 61 principal with April 2026 . 1,416 1,873 Delayed Draw Term Loan ("DDTL") with interest at SOFR ( 5.46 %) at March 31, 2024 plus 4 %, payable in quarterly installments of $ 818 . Matures in December 2027 . 26,547 28,183 Total debt 181,680 189,324 Less: current maturities ( 180,170 ) ( 14,449 ) Less: unamortized deferred financing costs ( 1,510 ) ( 1,466 ) Long-term debt, net $ - $ 173,409 The effective interest rate under the revolving facility w as 9.4 % and 6.7 % as of March 31, 2024 and 2023 , respectively. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
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 5,734,214 3.25 - Exercised - - - Forfeited or cancelled ( 1,629,130 ) 9.57 - Outstanding at March 31, 2024 6,974,921 $ 4.57 9.20 $ - |
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 5,942,775 0.66 Vested ( 729,093 ) 3.82 Forfeited or cancelled ( 756,321 ) 3.06 Outstanding at March 31, 2024 5,619,800 $ 0.89 |
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 loss per share attributable to Vintage Wine Estates, Inc. stockholders: Three Months Ended March 31, Nine Months Ended March 31, (in thousands, except for per share amounts) 2024 2023 2024 2023 Net loss $ ( 26,187 ) $ ( 13,528 ) $ ( 90,667 ) $ ( 142,353 ) Less: loss allocable to noncontrolling interest ( 33 ) ( 14 ) ( 104 ) ( 1,235 ) Net loss allocable to common stockholders $ ( 26,154 ) $ ( 13,514 ) $ ( 90,563 ) $ ( 141,118 ) Numerator – Basic EPS Net loss allocable to common stockholders $ ( 26,154 ) $ ( 13,514 ) $ ( 90,563 ) $ ( 141,118 ) Net loss allocated to common stockholders $ ( 26,154 ) $ ( 13,514 ) $ ( 90,563 ) $ ( 141,118 ) Numerator – Diluted EPS Net loss allocated to common stockholders $ ( 26,154 ) $ ( 13,514 ) $ ( 90,563 ) $ ( 141,118 ) Net loss allocated to common stockholders $ ( 26,154 ) $ ( 13,514 ) $ ( 90,563 ) $ ( 141,118 ) Denominator – Basic Common Shares Weighted average common shares outstanding - Basic 59,902,030 59,289,659 59,678,013 59,014,915 Denominator – Diluted Common Shares Weighted average common shares - Diluted 59,902,030 59,289,659 59,678,013 59,014,915 Net loss per share – basic: Common Shares $ ( 0.44 ) $ ( 0.23 ) $ ( 1.52 ) $ ( 2.39 ) Net loss per share – diluted: Common Shares $ ( 0.44 ) $ ( 0.23 ) $ ( 1.52 ) $ ( 2.39 ) |
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 stockholders because including them would have been antidilutive: Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 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 6,974,921 3,027,661 6,974,921 3,027,661 Shares subject to restricted stock units 5,619,800 1,558,425 5,619,800 1,558,425 Total 38,241,174 30,232,539 38,241,174 30,232,539 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 12,353 $ 18,213 $ 15,096 $ 3 $ 45,665 Restructuring expense $ 839 $ 110 $ 135 $ 202 $ 1,286 Loss (income) from operations $ ( 641 ) $ 1,525 $ ( 9,523 ) $ ( 11,896 ) $ ( 20,535 ) Three Months Ended March 31, 2023 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 17,008 $ 20,811 $ 26,831 $ 1 $ 64,651 (Loss) income from operations $ ( 2,905 ) $ ( 1,573 ) $ 2,406 $ ( 6,110 ) $ ( 8,182 ) Nine Months Ended March 31, 2024 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 53,986 $ 55,143 $ 77,796 $ 3 $ 186,928 Restructuring expense $ 902 $ 2,241 $ 135 $ 1,852 $ 5,130 Loss from operations $ ( 6,819 ) $ ( 19,173 ) $ ( 6,189 ) $ ( 38,898 ) $ ( 71,079 ) Nine Months Ended March 31, 2023 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total Net revenue $ 63,472 $ 67,881 $ 89,825 $ ( 46 ) $ 221,132 Income (loss) from operations $ 488 $ ( 126,181 ) $ 11,772 $ ( 44,729 ) $ ( 158,650 ) |
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 March 31, 2024 $ 192 $ 8 $ 266 $ 354 $ 820 2023 $ 286 $ 7 $ 245 $ 496 $ 1,034 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total For the nine months ended March 31, 2024 $ 796 $ 25 $ 824 $ 1,327 $ 2,972 2023 $ 876 20 $ 712 $ 1,448 $ 3,056 |
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 March 31, 2024 $ 201 $ 605 $ 249 $ - $ 1,055 2023 $ 798 $ 636 $ 379 $ - $ 1,813 (in thousands) Direct-to-Consumer Wholesale Business-to-Business Other Total For the nine months ended March 31, 2024 $ 1,454 $ 2,118 $ 1,007 $ - $ 4,579 2023 $ 2,407 $ 1,868 $ 1,141 $ 13 5,429 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Additional information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Jun. 04, 2024 USD ($) | May 06, 2024 | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) Segment | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | |
Subsidiary Sale Of Stock [Line Items] | |||||||
Debt repayment term | (a) extend the period during which the Agent and the Lenders have agreed to forbear from enforcing their respective rights and remedies in respect of certain events of default under the Second A&R Loan and Security Agreement, subject to the terms and conditions therein, to June 4, 2024 (the "Forbearance Period"), (b) extend the deadline by which the Borrowers shall make a $10 million mandatory prepayment of the term loan to June 17, 2024 and (c) amend the interest rate for swingline borrowings to be equal to one-month Adjusted Term SOFR plus 0.8% plus the Applicable Margin for Adjusted Base Rate Revolver Loans (each as defined in the Second A&R Loan and Security Agreement). | ||||||
Bad debt expense | $ 1,600 | $ 2,045 | $ 405 | ||||
Insurance claim settlement amount received | $ 900 | $ 1,400 | |||||
Number of reporting segments | Segment | 3 | ||||||
Secured Overnight Financing Rate (SOFR) | |||||||
Subsidiary Sale Of Stock [Line Items] | |||||||
Revolving line of credit amount interest rate on outstanding | 0.80% | ||||||
Term Loan | Forecast | |||||||
Subsidiary Sale Of Stock [Line Items] | |||||||
Prepayment of Debt | $ 10 | ||||||
Revision of Prior Period, Reclassification, Adjustment [Member] | |||||||
Subsidiary Sale Of Stock [Line Items] | |||||||
Accrued employee compensation | $ 6,600 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 24,106 | $ 18,233 | ||
Restricted cash | 201 | 0 | ||
Total cash, cash equivalents and restricted cash as shown in the statement of cash flows | $ 24,307 | $ 18,233 | $ 25,382 | $ 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 | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 45,665 | $ 64,651 | $ 186,928 | $ 221,132 |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 44,961 | 64,287 | 184,972 | 219,474 |
International | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 704 | $ 364 | $ 1,956 | $ 1,658 |
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 | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 45,665 | $ 64,651 | $ 186,928 | $ 221,132 |
Point in Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 37,603 | 53,178 | 154,929 | 187,381 |
Over Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 8,062 | $ 11,473 | $ 31,999 | $ 33,751 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 08, 2024 USD ($) | Jan. 16, 2024 | Jul. 20, 2023 Role | Mar. 31, 2024 USD ($) | Mar. 31, 2024 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Percentage of workforce | 4% | ||||
Number of employees | Role | 25 | ||||
Estimated cash expenditures | $ 3,495 | ||||
Restructuring expense | $ 1,286 | $ 5,130 | |||
2024 Plan [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Percentage of workforce | 15% | ||||
Estimated cash expenditures | $ 1,300 | ||||
Subsequent Event [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Percentage of workforce | 10% | ||||
Estimated cash expenditures | $ 600 | ||||
Restructuring expense | $ 600 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Related Liabilities (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Charges [Abstract] | |
Restructuring Reserve, Beginning Balance | $ 0 |
Additions | 5,288 |
Revisions to estimates | (158) |
Cash payments | (3,495) |
Restructuring Reserve, Ending Balance | $ 1,635 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Jun. 30, 2023 |
Inventory [Line Items] | ||
Inventories | $ 132,887 | $ 201,363 |
Bulk Wine Spirits and Cider | ||
Inventory [Line Items] | ||
Inventories | 60,765 | 84,602 |
Bottled Wine, Spirits and Cider | ||
Inventory [Line Items] | ||
Inventories | 63,863 | 100,075 |
Bottling and Packaging Supplies | ||
Inventory [Line Items] | ||
Inventories | 6,996 | 15,690 |
Nonwine Inventory | ||
Inventory [Line Items] | ||
Inventories | $ 1,263 | $ 996 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Inventory [Line Items] | ||||||
Provision for inventory reserves | $ 0 | $ 9,600 | $ 32,500 | $ 10,100 | ||
Inventories | 132,887 | 132,887 | $ 201,363 | |||
Assets held for sale, net | 56,565 | 56,565 | 511 | |||
Inventory Assets held for sale | 16,500 | 16,500 | ||||
Bottled Wine, Spirits and Cider | ||||||
Inventory [Line Items] | ||||||
Non-core lower margin products and aged inventory | $ 9,000 | |||||
Inventories | 63,863 | 63,863 | 100,075 | |||
Bulk Wine Spirits and Cider | ||||||
Inventory [Line Items] | ||||||
Inventories | $ 60,765 | $ 60,765 | $ 84,602 | |||
Inventory charges | $ 23,300 |
Assets Held for Sale - Summary
Assets Held for Sale - Summary of Carrying Amounts of Assets and Liabilities Classified as Held for Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Jun. 30, 2023 |
Assets | ||
Accounts Receivable | $ 2,725 | |
Inventory | 16,494 | |
Prepaid expenses | 5 | |
Assets held for sale - current | 19,224 | $ 511 |
Property, plant and equipment, net | 38,123 | |
Operating lease right-of-use assets | 6 | |
Finance lease right-of-use assets | 5 | |
Other Assets | 154 | |
Intangible assets, net | 7,156 | |
Assets held for sale - long-term | 45,444 | 511 |
Valuation allowance | (5,219) | |
Total assets held for sale | 59,449 | 511 |
Liabilities | ||
Accounts payable and accrued expenses | 2,873 | |
Current operating lease liabilities | 5 | |
Current finance lease liabilities | 4 | |
Liabilities held for sale - current | 2,882 | |
Long-term operating lease liabilities | 1 | |
Long-term finance lease liabilities | 1 | |
Liabilities held for sale - long-term | 2 | |
Total liabilities held for sale | 2,884 | |
Assets held for sale, net | $ 56,565 | $ 511 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Property, Plant and Equipment Assets Held-for-Sale Disclosure [Abstract] | |
Estimated loss on assets held for sale | $ 5.2 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
Goodwill [Line Items] | ||||||
Intangible assets, net | $ 7,200 | $ 7,200 | ||||
Non-cash impairment charge | $ 400 | 20,995 | $ 17,477 | |||
Definite-life intangibles, accumulated impairment losses | 360 | $ 0 | 5,102 | $ 12,643 | ||
Trade names and Trademarks | ||||||
Goodwill [Line Items] | ||||||
Non-cash impairment charge | 4,700 | 20,995 | $ 17,477 | |||
Customer Relationships [Member] | Trade names and Trademarks | ||||||
Goodwill [Line Items] | ||||||
Definite-life intangibles, accumulated impairment losses | 1,600 | |||||
ACE Trademarks [Member] | Trade names and Trademarks | ||||||
Goodwill [Line Items] | ||||||
Aggregate carrying amount | $ 12,800 | $ 12,800 | ||||
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 | 9 Months Ended | 12 Months Ended |
Dec. 31, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total indefinite-life intangibles, Amount | $ 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 | $ (400) | $ (20,995) | $ (17,477) |
Total indefinite-life intangibles, Net amount | 12,758 | 19,375 | |
Total other intangible assets accumulated impairment losses | (22,580) | (17,477) | |
Total definite-life intangibles, Gross Carrying Amount | 26,042 | 30,100 | |
Total definite-life intangibles, Accumulated Amortization | (14,545) | (10,481) | |
Total Definite-life intangibles, Accumulated Impairment Losses | (1,585) | ||
Total definite-life intangibles, Net Carrying Amount | 9,912 | 19,619 | |
Other Intangible Assets Gross, Total | 59,795 | 66,952 | |
Total other intangibles assets, Accumulated Amortization | (14,545) | (10,481) | |
Total other intangibles assets, Net Carrying Amount | 22,670 | 38,994 | |
Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total definite-life intangibles, Gross Carrying Amount | 24,477 | 28,200 | |
Total definite-life intangibles, Accumulated Amortization | (13,640) | (9,812) | |
Total Definite-life intangibles, Accumulated Impairment Losses | (925) | ||
Total definite-life intangibles, Net Carrying Amount | 9,912 | 18,388 | |
Trade names and Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total indefinite-life intangibles, Amount | 29,503 | 30,102 | |
Accumulated Impairment Losses | $ (4,700) | (20,995) | (17,477) |
Total indefinite-life intangibles, Net amount | 8,508 | 12,625 | |
Total definite-life intangibles, Gross Carrying Amount | 1,565 | 1,900 | |
Total definite-life intangibles, Accumulated Amortization | (905) | (669) | |
Total Definite-life intangibles, Accumulated Impairment Losses | (660) | ||
Total definite-life intangibles, Net Carrying Amount | 0 | 1,231 | |
Winery Use Permits | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total indefinite-life intangibles, Amount | 4,250 | 6,750 | |
Total indefinite-life intangibles, Net amount | $ 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 | Mar. 31, 2024 | Jun. 30, 2023 | |
Assets: | |||
Assets | $ 7,630 | $ 18,860 | |
Interest rate swaps | [1] | 6,498 | 8,986 |
Liabilities: | |||
Contingent consideration liabilities | [2] | 176 | 8,656 |
Liabilities | 176 | 8,656 | |
Fair Value, Inputs, Level 1 | |||
Assets: | |||
Assets | 1,132 | 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 | 6,498 | 8,986 | |
Interest rate swaps | [1] | 6,498 | 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] | 176 | 8,656 |
Liabilities | 176 | 8,656 | |
Money Market Funds | |||
Assets: | |||
Assets | 1,132 | 9,874 | |
Money Market Funds | Fair Value, Inputs, Level 1 | |||
Assets: | |||
Assets | 1,132 | 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 $ 42 thousand and $ 3.8 million as of March 31, 2024 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 | 9 Months Ended | |
Mar. 31, 2024 | 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 | $ 42 | $ 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 | (6,273) | |
Ending Balance | 176 | |
Less: current portion | (134) | |
Long term portion | $ 42 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2024 | Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | ||
Decrease in the fair value of contingent consideration | $ 6,300 | |
Long-term portion of the contingent consideration liabilities | $ 42 | $ 3,800 |
Commitments, Contingent Liabi_3
Commitments, Contingent Liabilities and Litigation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Oct. 16, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Loss Contingencies [Line Items] | |||||
Allegation for potential damages | $ 3 | ||||
Purchases under contract | $ 0.8 | $ 31.2 | 17.9 | $ 47.9 | |
Loss contingency accrued earn-out liabilities | 0.4 | 0.4 | |||
Loss contingency | 1.5 | 5.5 | |||
Loss contingency due to purchases under contract | $ 2.1 | $ 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 | $ 1,133 |
2025 | 15,462 |
2026 | 6,775 |
2027 | 1,458 |
2028 | 264 |
Purchase Obligation | $ 25,092 |
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 | Mar. 31, 2024 | Jun. 30, 2023 |
Debt Instrument [Line Items] | ||
Long term debt | $ 181,680 | $ 189,324 |
Less current maturities | (180,170) | (14,449) |
Less unamortized deferred financing costs | (1,510) | (1,466) |
Long-term debt and lease obligation | 0 | 173,409 |
Secured Overnight Financing Rate (SOFR) | Borrowings | ||
Debt Instrument [Line Items] | ||
Long term debt | 11,160 | 12,762 |
Notes Payable to Bank | March 2024 | ||
Debt Instrument [Line Items] | ||
Long term debt | 0 | 541 |
Notes Payable to Bank | April 2026 | ||
Debt Instrument [Line Items] | ||
Long term debt | 1,416 | 1,873 |
Notes Payable to Bank | Secured Overnight Financing Rate (SOFR) | ||
Debt Instrument [Line Items] | ||
Long term debt | 139,624 | 142,532 |
Equipment Term Loan | Secured Overnight Financing Rate (SOFR) | ||
Debt Instrument [Line Items] | ||
Long term debt | 2,933 | 3,433 |
Delayed Draw Term Loan | Secured Overnight Financing Rate (SOFR) | December 2027 [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt | $ 26,547 | $ 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) - USD ($) $ in Thousands | 9 Months Ended | |
May 06, 2024 | Mar. 31, 2024 | |
Secured Overnight Financing Rate (SOFR) | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.80% | |
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 | 4% | |
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 | 4% | |
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 | 4% | |
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 | 4% |
Long-Term and Other Short-Ter_5
Long-Term and Other Short-Term Obligations - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Jun. 17, 2024 | May 15, 2024 | May 14, 2024 | May 06, 2024 | Apr. 02, 2024 | Feb. 28, 2024 | Oct. 12, 2023 | Mar. 31, 2024 | Dec. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
February through September | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Available amount under line of credit | $ 15,000,000 | ||||||||||
Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Revolving line of credit amount interest rate on outstanding | 0.80% | ||||||||||
Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, interest rate, effective percentage | 9.40% | 9.40% | 6.70% | ||||||||
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 | ||||||||||
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 | $ 200,000,000 | |||||||||
Forbearance Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt modification cost | $ 300,000 | ||||||||||
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% | ||||||||||
Selling, General and Administrative Expenses | Fourth Amendment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt modification cost | 200,000 | ||||||||||
Additional debt modification costs | $ 300 | ||||||||||
Selling, General and Administrative Expenses | Forbearance Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt modification cost | 100,000 | ||||||||||
Additional debt modification costs | $ 300,000 | ||||||||||
Forecast | A&R Forbearance Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, periodic payment | $ 10,000,000 | ||||||||||
Forecast | A&R Forbearance Agreement | Delay Draw Term Loan Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Increase in interest rate for revolving loans outstanding | 1% | ||||||||||
Forecast | A&R Forbearance Agreement | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Revolving line of credit amount interest rate on outstanding | 0.10% | ||||||||||
Subsequent Event | A&R Forbearance Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Prepayment of Debt | $ 10,000,000 | ||||||||||
Subsequent Event | A&R Forbearance Agreement | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Revolving line of credit amount interest rate on outstanding | 0.80% | ||||||||||
Subsequent Event | A&R Forbearance Agreement | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Revolving line of credit amount interest rate on outstanding | 2.50% | ||||||||||
Revolving line of credit amount Interest rate on outstanding debt | 0.05% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Aug. 11, 2021 | Sep. 30, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | |
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) | 82,260 | 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 1 month 6 days | ||||||
Stock options exercisable | 781,391 | 781,391 | |||||
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 | $ 2.6 | $ 2.6 | |||||
Weighted average period | 1 year 8 months 12 days | ||||||
Restricted stock units vested (in shares) | 729,093 | ||||||
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 | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock Options, Beginning Balance | 2,869,837 | |
Stock Options, Granted | 5,734,214 | |
Stock Options, Forfeited or cancelled | (1,629,130) | |
Stock Options, Ending Balance | 6,974,921 | 2,869,837 |
Weighted Average Exercise Price, Beginning Balance | $ 10.31 | |
Weighted Average Exercise Price,Granted | 3.25 | |
Weighted Average Exercise Price, Forfeited or cancelled | 9.57 | |
Weighted Average Exercise Price, Ending Balance | $ 4.57 | $ 10.31 |
Weighted-Average Remaining Contractual Life | 9 years 2 months 12 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] | 9 Months Ended |
Mar. 31, 2024 $ / 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 | 5,942,775 |
Stock Units, Vested | shares | (729,093) |
Stock Units, Forfeited or cancelled | shares | (756,321) |
Stock Option, Ending Balance | shares | 5,619,800 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 4.98 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 0.66 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 3.82 |
Weighted Average Grant Date Fair Value, Forfeited or cancelled | $ / shares | 3.06 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 0.89 |
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 | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Net loss | $ (26,187) | $ (13,528) | $ (90,667) | $ (142,353) |
Less: loss allocable to noncontrolling interest | (33) | (14) | (104) | (1,235) |
Net loss allocable to common stockholders | (26,154) | (13,514) | (90,563) | (141,118) |
Numerator- Basic EPS | ||||
Net loss allocated to common stockholders | (26,154) | (13,514) | (90,563) | (141,118) |
Numerator- Diluted EPS | ||||
Net loss allocated to common stockholders | $ (26,154) | $ (13,514) | $ (90,563) | $ (141,118) |
Weighted average common shares - Basic | 59,902,030 | 59,289,659 | 59,678,013 | 59,014,915 |
Weighted average common shares - Diluted | 59,902,030 | 59,289,659 | 59,678,013 | 59,014,915 |
Basic | $ (0.44) | $ (0.23) | $ (1.52) | $ (2.39) |
Diluted | $ (0.44) | $ (0.23) | $ (1.52) | $ (2.39) |
Stockholders' Equity - Antidilu
Stockholders' Equity - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 38,241,174 | 30,232,539 | 38,241,174 | 30,232,539 |
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 | 6,974,921 | 3,027,661 | 6,974,921 | 3,027,661 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 5,619,800 | 1,558,425 | 5,619,800 | 1,558,425 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2024 | 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 | 9 Months Ended | |||||||
Jul. 31, 2024 | Jul. 19, 2023 | Feb. 07, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||||
Restricted stock units | 100,000 | ||||||||
Other expenses | $ 89,000 | $ 140,000 | $ 323,000 | $ 360,000 | |||||
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 | 0 | 50,000 | 100,000 | 150,000 | |||||
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 | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 45,665 | $ 64,651 | $ 186,928 | $ 221,132 |
Restructuring expense (adjustments) | 1,286 | 5,130 | ||
Income (loss) from operations | (20,535) | (8,182) | (71,079) | (158,650) |
Direct to Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 12,353 | 17,008 | 53,986 | 63,472 |
Restructuring expense (adjustments) | 839 | 902 | ||
Income (loss) from operations | (641) | (2,905) | (6,819) | 488 |
Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 18,213 | 20,811 | 55,143 | 67,881 |
Restructuring expense (adjustments) | 110 | 2,241 | ||
Income (loss) from operations | 1,525 | (1,573) | (19,173) | (126,181) |
Business to Business | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 15,096 | 26,831 | 77,796 | 89,825 |
Restructuring expense (adjustments) | 135 | 135 | ||
Income (loss) from operations | (9,523) | 2,406 | (6,189) | 11,772 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 3 | 1 | 3 | (46) |
Restructuring expense (adjustments) | 202 | 1,852 | ||
Income (loss) from operations | $ (11,896) | $ (6,110) | $ (38,898) | $ (44,729) |
Segments - Summary of Depreciat
Segments - Summary of Depreciation Expense Recognized by Operating Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||||
Depreciation | $ 820 | $ 1,034 | $ 2,972 | $ 3,056 |
Direct to Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation | 192 | 286 | 796 | 876 |
Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation | 8 | 7 | 25 | 20 |
Business to Business | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation | 266 | 245 | 824 | 712 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation | $ 354 | $ 496 | $ 1,327 | $ 1,448 |
Segments - Summary of Amortizat
Segments - Summary of Amortization Expense Recognized by Operating Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||||
Amortization of Intangible Assets | $ 1,055 | $ 1,813 | $ 4,579 | $ 5,429 |
Direct to Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Amortization of Intangible Assets | 201 | 798 | 1,454 | 2,407 |
Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Amortization of Intangible Assets | 605 | 636 | 2,118 | 1,868 |
Business to Business | ||||
Segment Reporting Information [Line Items] | ||||
Amortization of Intangible Assets | 249 | 379 | 1,007 | 1,141 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Amortization of Intangible Assets | $ 0 | $ 0 | $ 0 | $ 13 |
Subsequents Events - Additional
Subsequents Events - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Jun. 17, 2024 | May 15, 2024 | May 14, 2024 | May 08, 2024 | May 06, 2024 | Apr. 02, 2024 | Jan. 16, 2024 | Oct. 12, 2023 | Jul. 20, 2023 | Mar. 31, 2024 | Mar. 31, 2024 | |
Subsequent Event [Line Items] | |||||||||||
Debt repayment term | (a) extend the period during which the Agent and the Lenders have agreed to forbear from enforcing their respective rights and remedies in respect of certain events of default under the Second A&R Loan and Security Agreement, subject to the terms and conditions therein, to June 4, 2024 (the "Forbearance Period"), (b) extend the deadline by which the Borrowers shall make a $10 million mandatory prepayment of the term loan to June 17, 2024 and (c) amend the interest rate for swingline borrowings to be equal to one-month Adjusted Term SOFR plus 0.8% plus the Applicable Margin for Adjusted Base Rate Revolver Loans (each as defined in the Second A&R Loan and Security Agreement). | ||||||||||
Percentage of workforce | 4% | ||||||||||
Restructuring expense | $ 1,286,000 | $ 5,130,000 | |||||||||
Estimated cash expenditures | 3,495,000 | ||||||||||
Secured Overnight Financing Rate (SOFR) | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 0.80% | ||||||||||
Forecast | Forbearance Agreement | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, periodic payment | $ 10,000,000 | ||||||||||
2024 Plan [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of workforce | 15% | ||||||||||
Estimated cash expenditures | 1,300,000 | ||||||||||
Fourth Amendment | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, periodic payment | $ 20,000,000 | ||||||||||
Fourth Amendment | March 31, 2024 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, periodic payment | 10,000,000 | ||||||||||
Fourth Amendment | June 30, 2024 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, periodic payment | 10,000,000 | ||||||||||
Fourth Amendment | December 31, 2024 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, periodic payment | $ 25,000,000 | ||||||||||
Fourth Amendment | Secured Overnight Financing Rate (SOFR) | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 3% | ||||||||||
Fourth Amendment | Alternate Base Rate | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 2% | ||||||||||
A&R Forbearance Agreement | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument covenant liquidity | $ 25,000,000 | 25,000,000 | |||||||||
Adjusted EBITDA | $ 27,000,000 | ||||||||||
A&R Forbearance Agreement | Forecast | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, periodic payment | $ 10,000,000 | ||||||||||
A&R Forbearance Agreement | Forecast | Revolving Credit Facility | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 0.10% | ||||||||||
A&R Forbearance Agreement | Forecast | Delay Draw Term Loan Facility | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Increase in interest rate for revolving loans outstanding | 1% | ||||||||||
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of workforce | 10% | ||||||||||
Restructuring expense | $ 600,000 | ||||||||||
Estimated cash expenditures | $ 600,000 | ||||||||||
Subsequent Event | Forbearance Agreement | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt repayment term | (a) extend the period during which the Agent and the Lenders have agreed to forbear from enforcing their respective rights and remedies in respect of certain events of default under the Second A&R Loan and Security Agreement, subject to the terms and conditions therein, to May 15, 2024 (the "Forbearance Period"), (b) extend the deadline by which the Borrowers shall make a $10 million mandatory prepayment of the term loan to May 15, 2024 and (c) increase the applicable margin on the outstanding term loan, equipment loan, capital expenditure loans and delayed draw term loans during the Forbearance Period by 100 basis points. | ||||||||||
Debt instrument, periodic payment | $ 10,000,000 | ||||||||||
Debt instrument, basis spread on variable rate | 0.80% | ||||||||||
Subsequent Event | Revolving Credit Facility | Forbearance Agreement | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Increase in interest rate for revolving loans outstanding | 100% | ||||||||||
Debt instrument, basis spread on variable rate | 10% | ||||||||||
Revolving line of credit amount interest rate on outstanding | 5% | ||||||||||
Subsequent Event | A&R Forbearance Agreement | Revolving Credit Facility | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||||||
Subsequent Event | A&R Forbearance Agreement | Secured Overnight Financing Rate (SOFR) | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 0.80% |