- Fiscal 2023 revenue of $283 million and 30.1% gross
margin
- Amended credit agreement, expected cash from operations and
potential asset sales expected to provide sufficient liquidity to
stabilize business and focus on growing revenue and cash
flow
- Continued progress with Five-Point Plan expected to deliver
profitability, cash generation and lower debt in fiscal
2024
- Tightened financial guidance for fiscal 2024
Vintage Wine Estates, Inc. (Nasdaq: VWE and VWEWW) (“VWE” or the
“Company”), one of the top wine producers in the U.S. with an
industry leading direct-to-consumer platform, today reported its
financial results for its fourth quarter and fiscal year ended June
30, 2023. These financial results reflect the impacts of the
restatement of prior fiscal 2023 quarters and the related revisions
of fiscal 2022 financial results. Results include Vinesse, LLC
("Vinesse") acquired on October 4, 2021, ACE Cider, acquired on
November 16, 2021, and Meier's Wine Cellars, Inc. (“Meier’s”)
acquired on January 18, 2022. (Note: all references to revenue are
equivalent to net revenue)
Jon Moramarco, Interim Chief Executive Officer, commented, "My
objective these last eight months since being appointed as interim
CEO has been to stabilize operations and strengthen the foundation
of our business to provide a focused enterprise with which our new
CEO can drive cash generation and reduce debt while delivering a
great customer experience with key brands and leveraging our
channels to market and top-tier estate wineries. We have made
progress with further improving customer experience in our tasting
rooms and maintaining our industry leading retention rates of club
members with our estate properties. We have measurably improved
efficiencies in our warehousing and bottling operations,
meaningfully cleaned out our inventory and strengthened inventory
management. Importantly, we have instituted appropriate pricing for
many brands and channels. Solid shipments and depletion rates on
most of our priority brands reflect the strength of the
premiumization trend and our positioning in the market. We have
also gained more distribution points for ACE Cider and our
depletion rates demonstrate the appeal of our cider with consumers.
In addition, Meier's has increased booked business by improving
market penetration. We expect additional progress as we advance
through our transition year of fiscal 2024.”
He added, "We still have work to do. We are further evaluating
profitability of various categories of our business and
relationships with certain customers. We have to strengthen brand
integrity and make much needed investments in health, safety and
efficiency for our facilities. Nevertheless, I am very encouraged
by the energy of the VWE team, the focus on driving improvements
and the opportunities in front of us."
Five-Point Plan Progress
The Company’s Five-Point Plan is centered around five priorities
which include margin expansion through simplification and better
execution, measurable cost reduction, disciplined cash management,
monetizing assets and reducing debt and growing revenue in its key
brands.
Since initiating the plan in the latter half of fiscal 2023
through the first quarter of fiscal 2024 the Company has
accomplished the following:
- Restructured the leadership team to better align with the
business opportunities and create improved communications and
collaboration
- Reduced personnel headcount by a total of 7% for annualized
savings of approximately $6 million
- Reduced SKUs over 50% to less than 2,000 and managed parent
SKUs from approximately 900 to 600
- Captured approximately 2.8% on average of price
- Improved throughput in the Hopland bottling facility by over
35%
- Simplified warehousing operations and realigned personnel for
more efficient pick and pack processes
- Identified and executed on approximately 70% improvement in
cost recovery of shipping expenses
- Refocused resources on key brands: ACE Cider, Bar Dog, B.R.
Cohn, Cameron Hughes, Cherry Pie, Firesteed, and Kunde
- Maintained industry leading retention rates of estate winery
club members
- ACE Cider continues to gain points of distribution and expand
its reach into more markets
- Initiating a process to monetize certain assets
Fourth Quarter Fiscal 2023 Highlights and Financial Results
Review (compared with revised prior-year period unless noted
otherwise)
- Revenue of $62.1 million was down $12.2 million, or 16.4%,
reflecting declines in all segments.
- Wholesale revenue declined $2.2 million, or 10.3%, to $18.8
million as improved pricing and higher ACE Cider sales did not
fully offset 3.5% declines in total wholesale case volume1.
Distributor and retailer destocking and lower consumer takeaway
were the primary reasons for the volume decline.
- Direct-to-Consumer ("DTC") revenue was $19.9 million down $2.6
million, or 11.7%, as higher sales of the Company's
digitally-native Cameron Hughes brand helped to offset weaker
e-commerce sales. Total revenue decline was partially offset by
higher revenue per case.
- Business-to-Business ("B2B") revenue was $23.4 million, down
$7.1 million, or 23.4%, due primarily to a $3.4 million decline
related to the elimination of a less profitable, private label
sales program for a major retailer and $2.1 million reduction in
bulk distilled alcohol sales.
- Gross profit was $16.6 million, or 26.8% of sales, compared
with $7.5 million, or 10.1% of sales, in the prior-year period.
Improvements in productivity and throughput in the Company's
largest bottling facility as well as improved pricing, efficiencies
gained with supply chain and operational improvements and SKU
reductions helped to offset the loss of higher margin bulk
distilled spirits sales. Fiscal 2022's fourth quarter was impacted
by $19.1 million of non-cash inventory adjustments.
- Selling, general and administrative expenses ("SG&A")
declined $3.0 million, or 9.5%, to $28.3 million. The decline was
the result of business realignment efforts in the third quarter of
fiscal 2023, as well as other cost containment measures.
- Loss from operations was $50.2 million, compared with loss from
operations of $20.1 million in the prior year quarter. Operating
loss reflected goodwill impairment charges of $20.7 million, a $9.8
million loss on the sale of assets in the quarter as well as
intangible asset impairments of $3.6 million which more than offset
improvements in gross profit.
- Interest expense for the quarter was $5.1 million, up $2.0
million from the prior-year period reflecting higher rates
resulting from the debt refinancing that occurred in December 2022
and also due to the sale of two interest rate swap agreements in
March 2023.
- Net loss available to VWE common shareholders was $47.8
million, compared with net loss of $16.9 million in the prior-year
period. On a per diluted share basis, net loss available to VWE
common shareholders was $0.81 compared with net loss of $0.28 per
diluted share in the prior-year period.
- Adjusted net loss2, which excludes amortization of intangible
assets related to acquisitions and other unusual items, was $14.3
million, or $0.24 per diluted share.
- Adjusted EBITDA2 for the quarter was a $10.5 million loss
compared with adjusted EBITDA loss of $13.0 million in the
prior-year quarter.
1Case Volume is a Key Performance Measure (“KPI”). Please see
related disclosures regarding the use of this KPI in this news
release. 2As referenced here and throughout the release, adjusted
net income and adjusted EBITDA are non-GAAP measures. Please see
related disclosures regarding the use of non-GAAP measures in this
news release.
Fiscal Year 2023 Highlights and Financial Results Review
(compared with revised prior-year results unless noted
otherwise)
- Revenue of $283.2 million was down $9.6 million, or 3.3%. The
decline was primarily related to the discontinuation of a less
profitable custom program. Acquisitions contributed $21.0 million
in revenue for the year.
- Wholesale revenue increased $2.8 million, or 3.3%, to $86.7
million reflecting $8.3 million in acquired revenue related to ACE
Cider. This was partially offset by slowing consumer discretionary
spending trends at retail. Wholesale revenue comprised 31% of total
revenue for the year.
- B2B revenue declined $0.7 million, or 0.6%, to $113.2 million.
Improved throughput in custom production and the contribution of
Meier's for the full year helped to offset the $13.9 million
decline related to the elimination of a less profitable bottled
distilled spirits program and the $4.2 million reduction in bulk
distilled spirits sales. B2B revenue represented 40% of total
revenue in fiscal 2023.
- DTC revenue decreased $8.8 million, or 9.6%, to $83.4 million.
Improvements in Cameron Hughes, the Company's digitally-native key
brand, was not sufficient to offset the $8.0 million decline in
sales through e-commerce and a major television retailer as well as
decreased sales through wine clubs and softer tasting room traffic.
DTC comprised 29% of total revenue for the year.
- Gross profit declined $3.7 million to $85.2 million, or 30.1%
of sales. Improved pricing and increased productivity helped to
offset higher cider costs.
- SG&A increased $21.5 million, or 22.1%, to $118.4 million.
The increase was primarily related to an increase in nonrecurring
expenses related to historic and unconsummated acquisitions of $5.3
million, an increase in payroll-related costs of $3.8 million, an
increase in legal and audit fees of $3.6 million, and a $2.1
million increase from business realignment costs.
- Loss from operations was $208.8 million, compared with loss
from operations of $7.9 million in the prior year. The loss
reflects the impact of $162.2 million in goodwill and intangible
assets impairment and $8.3 million loss from the sale of
assets.
- Interest expense for fiscal 2023 was $18.4 million, an increase
of $4.5 million reflecting increased rates resulting from the debt
refinancing that occurred in December 2022 and also due to the sale
of interest rate swaps in March 2023
- Net loss available to VWE common shareholders was $189.0
million, compared with net loss of $0.4 million in the prior year.
On a per diluted share basis, net loss available to VWE common
shareholders was $3.20 compared with net loss of $0.30 per diluted
share in the prior year.
- Adjusted net loss2, which excludes amortization of intangible
assets related to acquisitions among other adjustments, was $21.2
million, or $0.36 per diluted share compared with adjusted net loss
of $18.7 million, or $0.31 per diluted share in the prior
year.
- Adjusted EBITDA2 for the year was an $11.4 million loss
compared with adjusted EBITDA of $16.3 million in the prior
year.
Strong Balance Sheet with Financial Flexibility
Liquidity
At fiscal year end, the Company had approximately $54 million in
liquidity comprised of $18.2 million in cash and approximately
$35.9 million available under its revolving line of credit.
During fiscal 2023, the Company reduced total debt by $24.9
million to $303.3 million at June 30, 2023, primarily using the
proceeds from the sale of assets. Separately today, the Company
announced that it has amended its credit agreement (the "Amended
Credit Agreement") to, among other things, waive existing events of
default, redefine financial covenants and allow for additional
types of asset sales up to $60 million. Collateral underlying the
Amended Credit Agreement includes real estate valued at
approximately $215 million plus receivables and bulk and cased
inventory. The Company intends to market certain assets assuming a
return of fair value.
The Company believes that the availability on its revolver,
strong working capital management and asset monetization efforts
will be sufficient to execute its operating plan and meet required
debt service over the next twelve months.
Kristina L. Johnston, Chief Financial Officer, noted, "We
believe the Amended Credit Agreement together with our focused cash
management and operational improvements to generate cash in fiscal
2024 provide the necessary liquidity to execute on our plans. In
addition, we intend to market certain assets at fair value. We
believe these efforts during our transition year will support our
ability to make the required principal payments in fiscal 2024 to
avoid higher interest rates and achieve our goal to reduce
debt."
Capital Investments
Capital expenditures were $2.9 million for the fiscal 2023
fourth quarter and $14.2 million for the year. Capital expenditures
in the fourth quarter and full year fiscal 2022 were $9.1 million
and $24.8 million, respectively. Higher capital expenditures in
fiscal 2022 were the result of the expansion of the Hopland
bottling operations. Fiscal 2023 capital expenditures included
increased barrel capacity, barrels, installment of the solar power
system at the Hopland facility, upgrading the Firesteed tasting
room, vineyard development and other productivity and safety
enhancements. Capital expenditures for fiscal 2024 are expected to
be approximately $12 million.
Fiscal Year 2024 Outlook
VWE's expectations for fiscal 2024 have been refined from its
preliminary expectations provided on July 20, 2023. The Company
expects the following to be driven by execution of its
restructuring and Five-Point Plan:
Revenue:
Approximately $260 million to $270
million
Gross margin:
Approximately 38%, an estimated 800 basis
point improvement on lower volume
SG&A(excludes amortization
expense):
Approximately $98 million, excluding
restructuring costs
Depreciation expense:
Non-cash amortization
expense:
Approximately $16 million
Approximately $6.1 million
Estimated restructuring
charges:
$5 million to $6 million
Lower expected revenue in fiscal 2024 primarily reflects
approximately $33 million related to lower sales of aged bulk
whiskey inventory due to depleting inventory, $6 million related to
the discontinued bottled spirits program and an estimated $9
million related to SKU rationalization. These declines are expected
to be somewhat offset by improved pricing and higher volume in
select brands. For fiscal 2024, SG&A excludes restructuring
costs and executive stock-based compensation awards expected with
new leadership.
Conference Call and Webcast
The Company will host a conference call and live webcast Monday,
October 16, 2023 at 9:00 AM ET/ 6:00 AM PT, at which time
management will review the Company’s financial results, plans and
outlook. The review will be accompanied by a slide presentation,
which will be available on the Company’s website at
https://ir.vintagewineestates.com. A question-and-answer session
will follow the formal discussion.
The conference call can be accessed by dialing 1.404.975.4839
and providing access code 358700. The listen-only audio webcast can
be monitored at
https://ir.vintagewineestates.com/events-and-presentations. A
telephonic replay will be available through Monday, October 23,
2023, and can be accessed by dialing 1.929.458.6194 and entering
the conference ID number 406504. Alternatively, an archived webcast
of the call can be found on the Company’s website in the investor
relations section. A transcript of the call will be posted to the
website once available.
About Vintage Wine Estates, Inc.
Vintage Wine Estates is a family of wineries and wines whose
singular focus is producing the best quality wines and incredible
customer experiences with wineries throughout Napa, Sonoma,
California’s Central Coast, Oregon, and Washington State. Since its
founding 20 years ago, the Company has grown to be the 14th largest
wine producer in the U.S., selling more than 2.2 million nine-liter
equivalent cases annually. With approximately 40 brands, key focus
brands include ACE Cider, Bar Dog, B.R. Cohn, Cameron Hughes,
Cherry Pie, Firesteed, and Kunde, many of which have achieved
critical acclaim. To consistently drive growth, the Company
curates, creates, stewards, and markets its many brands and
services to customers and end consumers via a balanced omni-channel
strategy encompassing direct-to-consumer, wholesale, and private
label and custom wine making services. While VWE is diverse across
price points and varietals with brands ranging from $10 to $150 USD
at retail, its primary focus is on the fastest growing luxury
segment of the U.S. wine industry with the majority of brands
selling in the range of $10 to $20 per bottle. The Company
regularly posts updates and additional information at
vintagewineestates.com.
Non-GAAP Financial Measures
In addition to reporting net income/(loss) and net income/(loss)
margin prepared in accordance with accounting principles generally
accepted in the United States (“GAAP”), VWE uses adjusted EBITDA,
adjusted EBITDA margin, adjusted net income/(loss) and adjusted net
income/(loss) per share to supplement GAAP measures of performance
to evaluate the effectiveness of its business strategies. Adjusted
EBITDA is defined as earnings/(loss) before interest, income taxes,
depreciation and amortization, stock-based compensation expense,
casualty losses or gains, impairment losses, changes in the fair
value of derivatives, restructuring related income or expenses,
acquisition and integration costs, and certain non-cash,
nonrecurring, or other items that are included in net income that
VWE does not consider indicative of its ongoing operating
performance. Adjusted EBTIDA margin is the ratio of adjusted EBITDA
to net revenue. Adjusted net income/(loss) is defined as net
income/(loss) as reported adjusted for the impacts of amortization
of intangible assets, acquisition integration costs, gains or
losses on disposition of assets, gain on litigation of proceeds,
COVID impact, and inventory acquisition basis adjustment and also
adjusted for a normalized tax rate. Adjusted net income/(loss) per
share is calculated based on the weighted average shares
outstanding for the period.
Adjusted EBITDA, adjusted EBITDA margin, adjusted net
income/(loss) and adjusted net income/(loss) per share are not
recognized measures of financial performance under GAAP. VWE
believes these non-GAAP measures provide investors with additional
insight into the underlying trends of VWE’s business and assist in
analyzing VWE’s performance across reporting periods on a
consistent basis by excluding items that VWE does not believe are
indicative of its core operating performance, which allows for a
better comparison against historical results and expectations for
future performance. Adjusted EBITDA, adjusted EBITDA margin,
adjusted net income/(loss), and adjusted net income/(loss) per
share have certain limitations as analytical tools, and they should
not be considered in isolation or as a substitute for analysis of
results as reported under U.S. GAAP. These non-GAAP measures, as
presented, may produce results that vary from the most comparable
GAAP measure and may not be comparable with a similarly defined
non-GAAP measure used by other companies.
In evaluating adjusted EBITDA, adjusted EBITDA margin, adjusted
net income/(loss), and adjusted net income/(loss) per share, be
aware that in the future the Company may incur expenses that are
the same as or similar to some of the adjustments in this
presentation. VWE’s presentation of adjusted EBITDA, adjusted
EBITDA margin, adjusted net income/(loss), and adjusted net
income/(loss) per share should not be construed as an implication
that future results will be unaffected by the types of items
excluded from the calculation of these non-GAAP measures.
Key Performance Indicators
A key performance indicator ("KPI") is generally defined as a
quantifiable measurement or metric used to gauge performance,
specifically to help determine strategic, financial, and
operational achievements, especially compared to those of similar
businesses.
Case volumes represents the number of 9-liter equivalent cases
of wine that we sell during a particular period. Case volumes are
an important indicator of what is driving gross margin. This metric
also allows us to develop our supply and production targets for
future periods.
Forward-Looking Statements
Some of the statements contained in this press release are
forward-looking statements within the meaning of applicable
securities laws (collectively, “forward-looking statements”).
Forward-looking statements are all statements other than those of
historical fact, and generally may be identified by the use of
words such as “actively,” “believe,” “efforts,” “estimate,”
“evaluating,” “expect,” “forecast,” “intend,” “may,” “ongoing,”
“opportunity,” “outlook,” “plan,” “potential,” “should,” “will,” or
other similar expressions that indicate future events or trends.
These forward-looking statements include, but are not limited to,
statements regarding VWE’s organization restructuring and other
cost savings and expected results therefrom, expected results from
the implementation of the Company’s Five-Point Plan, expectations
reflecting restructuring benefits and business improvements in
fiscal 2024, and the appointment of Seth Kaufman as President and
CEO. These statements are based on various assumptions, whether or
not identified in this news release, and on the current
expectations of VWE’s management. These forward-looking statements
are not intended to serve as, and should not be relied on by any
investor as, a guarantee of actual performance or an assurance or
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and may differ
materially from those contained in or implied by such
forward-looking statements. These forward-looking statements are
subject to a number of risks and uncertainties, many of which are
beyond the control of VWE. Factors that could cause actual results
to differ materially from the results expressed or implied by such
forward-looking statements include, among others: risks relating to
the uncertainty of projected financial information; the risk that
we are unable to regain and maintain compliance with Nasdaq
continued listing requirements and our securities are delisted from
Nasdaq; potential reputational harm to VWE’s brands from internal
and external sources; the effect of economic conditions on the
industries and markets in which VWE operates, including financial
market conditions, rising inflation, fluctuations in prices,
interest rates and market demand; inability to achieve some or all
of the expected benefits from cost reduction and revenue enhancing
initiatives and any future restructuring plans or changes in
management may adversely affect our business; declines or
unanticipated changes in consumer demand for VWE’s products or a
shift in consumer sentiment to purchase less wine through VWE’s
direct-to-consumer channel; the effects of competition on VWE’s
future business; VWE’s significant reliance on its distribution
channels, including independent distributors and their effect on
VWE’s wholesale operations and revenue; loss or significant decline
of sales to one or more of the Company’s distributors; possible
decreases in VWE’s wine quality ratings; VWE’s level of insurance
against catastrophic events and losses; VWE’s ability to protect
its trademarks and other intellectual property rights; the
potential adverse effects of health pandemics, epidemics or
contagious diseases; risks associated with new lines of businesses
or products; the ability of the Company to retain key personnel;
possible litigation relating to misuse or abuse of alcohol; changes
in applicable laws and regulations and the significant expense to
VWE of operating in a highly regulated industry; increases in costs
or the disruption of supply or shortage of energy; the impact of
climate change, environmental catastrophe, natural disasters,
disease, pests, weather conditions and inadequate water supply on
VWE’s business including the Hopland facility; VWE’s ability to
adequately source grapes and other raw materials and any increase
in the cost of such materials; risks associated with the Company’s
information technology and ability to maintain and protect personal
information; VWE’s ability to maintain necessary licenses; the
Company’s limited experience operating as a public company and its
ability to remediate its material weakness in internal controls
over financial reporting and to maintain effective internal
controls over financial reporting; integration risks associated
with recent and future acquisitions; VWE’s ability to make payments
on its indebtedness; and those factors discussed in the Company’s
most recent Annual Report on Form 10-K and in subsequent Quarterly
Reports on Form 10-Q or other reports filed with the Securities and
Exchange Commission. There may be additional risks including other
adjustments that VWE does not presently know or that VWE currently
believes are immaterial that could also cause actual results to
differ from those expressed in or implied by these forward-looking
statements. In addition, forward-looking statements reflect VWE’s
expectations, plans or forecasts of future events and views as of
the date and time of this news release. VWE undertakes no
obligation to update or revise any forward-looking statements
contained herein, except as may be required by law. Accordingly,
undue reliance should not be placed upon these forward-looking
statements.
Financial Tables Follow.
Vintage Wine Estates,
Inc.
Condensed Consolidated Balance
Sheets
(in thousands)
June 30, 2023
June 30, 2022
Assets
Current assets:
Cash and cash equivalents
$
18,233
$
44,758
Restricted cash
-
4,800
Accounts receivable, net
24,561
37,869
Other receivables
507
3,866
Inventories
201,363
192,922
Assets held for sale, net
511
-
Current interest rate swap asset
4,669
2,877
Prepaid expenses and other current
assets
14,895
11,864
Total current assets
264,739
298,956
Property, plant, and equipment, net
215,967
238,719
Operating lease right-of-use assets
32,945
-
Finance lease right-of-use-assets
630
-
Goodwill
-
154,951
Intangible assets, net
38,994
63,097
Interest rate swap asset
4,317
6,280
Other assets
3,562
3,464
Total assets
$
561,154
$
765,467
Liabilities, redeemable noncontrolling
interest, and stockholders' equity
Current liabilities:
Line of credit
$
115,444
$
144,215
Accounts payable
20,413
13,473
Accrued liabilities and other payables
26,286
26,997
Current operating lease liabilities
6,243
-
Current finance lease liabilities
304
-
Current maturities of long-term debt
14,449
14,909
Total current liabilities
183,139
199,594
Other long-term liabilities
4,196
7,055
Long-term debt, less current
maturities
173,409
169,095
Long-term operating lease liabilities
26,792
-
Long-term finance lease liabilities
334
-
Deferred tax liability
506
29,325
Deferred gain
-
10,666
Total liabilities
388,376
415,735
Commitments and contingencies (Note
14)
Redeemable noncontrolling interest
262
1,494
Stockholders' equity:
Preferred stock, no par value, 2,000,000
shares authorized, and none issued and outstanding at June 30, 2023
and June 30, 2022.
-
-
Common stock, no par value, 200,000,000
shares authorized, 62,234,028 issued and 59,362,134 outstanding at
June 30, 2023 and 61,691,054 issued and 58,819,160 outstanding at
June 30, 2022.
-
-
Additional paid-in capital
381,689
376,099
Treasury stock, at cost: 2,871,894 shares
held at June 30, 2023 and June 30, 2022, respectively.
(26,034
)
(26,034
)
Accumulated deficit
(182,308
)
(1,092
)
Total Vintage Wine Estates, Inc.
stockholders' equity
173,347
348,973
Noncontrolling interests
(831
)
(735
)
Total stockholders' equity
172,516
348,238
Total liabilities, redeemable
noncontrolling interest, and stockholders' equity
$
561,154
$
765,467
Vintage Wine Estates,
Inc.
Condensed Consolidated
Statements of Operations
(in thousands, except per share
data)
Three Months Ended June
30,
Year Ended June 30,
2023
2022
2023
2022
Net revenue
Wine, spirits and cider
$
42,109
$
50,379
$
189,361
$
208,019
Nonwine
19,987
23,877
93,867
84,816
62,096
74,256
283,228
292,835
Cost of revenue
Wine, spirits and cider
30,792
44,227
138,043
150,834
Nonwine
14,680
22,493
60,009
53,088
45,472
66,720
198,052
203,922
Gross profit
16,624
7,536
85,176
88,913
Selling, general, and administrative
expenses
28,337
31,296
118,431
96,978
Amortization expense
1,828
2,010
7,257
5,948
Goodwill impairment losses
20,673
-
145,958
-
Intangible impairment losses
3,553
1,281
16,196
1,281
Gain on remeasurement of contingent
liability
3,430
(3,570
)
141
(3,415
)
Gain on insurance and litigation
proceeds
(876
)
(3,000
)
(2,290
)
(3,000
)
Loss (gain) on sale leaseback
-
(334
)
-
(1,334
)
Loss (gain) on sale of assets
9,846
(22
)
8,300
366
Loss from operations
(50,167
)
(20,125
)
(208,817
)
(7,911
)
Other income (expense)
Interest expense
(5,085
)
(3,085
)
(18,407
)
(13,910
)
Net gain on interest rate swap
agreements
1,451
3,103
6,343
22,578
Loss on modification or extinguishment of
debt
-
-
(479
)
-
Other, net
(555
)
(2,681
)
(229
)
(736
)
Total other (expense) income,
net
(4,189
)
(2,663
)
(12,772
)
7,932
(Loss) income before provision for income
taxes
(54,356
)
(22,787
)
(221,589
)
21
Income tax (benefit) provision
(6,480
)
(5,673
)
(31,360
)
723
Net loss
(47,876
)
(17,115
)
(190,229
)
(702
)
Net loss attributable to the
noncontrolling interests
(27
)
(203
)
(1,262
)
(277
)
Net loss attributable to common
stockholders
$
(47,849
)
$
(16,912
)
$
(188,967
)
$
(425
)
Net earnings per share allocable to
common stockholders
Basic
$
(0.81
)
$
(0.28
)
$
(3.20
)
$
(0.01
)
Diluted
$
(0.81
)
$
(0.28
)
$
(3.20
)
$
(0.01
)
Weighted average shares used in the
calculation of earnings per share allocable to common
stockholders
Basic
59,340,325
60,374,289
59,096,045
60,673,789
Diluted
59,340,325
60,374,289
59,096,045
60,673,789
Vintage Wine Estates,
Inc.
Condensed Consolidated
Statements of Cash Flows
(in thousands)
Year Ended June 30,
2023
2022
Cash flows from operating
activities
Net loss
$
(190,229
)
$
(702
)
Adjustments to reconcile net loss to net
cash from operating activities:
Depreciation expense
15,926
15,248
Amortization expense
8,702
6,343
Loss on goodwill and intangible assets
impairment
162,154
1,281
Stock-based compensation expense
6,737
5,116
Provision for credit losses
369
(294
)
Provision for inventory reserves
10,828
3,667
Inventory write-down
-
15,433
Remeasurement of contingent consideration
liabilities
141
(3,415
)
Net gain on interest rate swap
agreements
(6,343
)
(22,578
)
Provision for deferred income tax
(31,734
)
643
Loss on sale of assets
8,300
366
Deferred gain on sale leaseback
-
(1,334
)
Loss on modification or extinguishment of
debt
479
-
Deferred rent
-
375
Change in operating assets and liabilities
(net of effect of business combinations):
Accounts receivable
12,939
(12,588
)
Other receivables
3,459
3,624
Inventories
(17,569
)
18,462
Prepaid expenses and other current
assets
(3,031
)
(3,127
)
Other assets
1,565
(2,607
)
Accounts payable
5,264
(7,535
)
Accrued liabilities and other payables
5,637
297
Net change in lease assets and
liabilities
(2,005
)
-
Other
-
(836
)
Net cash (used in) provided by operating
activities
(8,411
)
15,839
Cash flows from investing
activities
Proceeds from sale of assets
20,078
153
Purchases of property, plant and
equipment
(14,204
)
(24,835
)
Acquisition of businesses
-
(73,680
)
Net cash provided by (used in) investing
activities
5,874
(98,362
)
Cash flows from financing
activities
Principal payments on line of credit
(136,358
)
(144,706
)
Proceeds from line of credit
112,878
201,570
Financing costs incurred
(2,710
)
-
Change in outstanding checks in excess of
cash
1,676
1,025
Principal payments on long-term debt
(76,903
)
(22,763
)
Proceeds from debt
74,635
-
Principal payments on finance leases
(257
)
-
Payments of minimum tax withholdings on
stock-based payment awards
(990
)
-
Distributions to noncontrolling
interest
(66
)
-
Repurchase of common stock
-
(26,034
)
Repurchase of public warrants
(172
)
(270
)
Payments on acquisition payable
(521
)
(420
)
Net cash (used in) provided by financing
activities
(28,788
)
8,402
Net change in cash, cash equivalents and
restricted cash
(31,325
)
(74,121
)
Cash, cash equivalents and restricted
cash, beginning of year
49,558
123,679
Cash, cash equivalents and restricted
cash, end of year
$
18,233
$
49,558
Vintage Wine Estates,
Inc.
Fiscal 2023 and Fiscal 2022
Segment Data
Revenue
(in thousands)
Fiscal Year
2023
Three months ended
Year ended
Net Revenue
September 30, 2022
December 31, 2022
March 31, 2023
June 30, 2023
June 30, 2023
Wholesale
$
23,987
$
23,083
$
20,811
$
18,837
$
86,718
Direct to Consumer
19,992
26,472
17,008
19,897
83,369
Business to Business
34,180
28,814
26,831
23,358
113,183
Other/ Non-Allocable
(79
)
32
1
4
(42
)
Total
$
78,080
$
78,401
$
64,651
$
62,096
$
283,228
Fiscal Year
2022
Three months ended
Year ended
Net Revenue
September 30, 2021
December 31, 2021
March 31, 2022
June 30, 2022
June 30, 2022
Wholesale
$
16,203
$
22,171
$
24,549
$
20,990
$
83,913
Direct to Consumer
15,263
34,806
19,595
22,537
92,201
Business to Business
24,467
25,225
33,657
30,486
113,835
Other/ Non-Allocable
102
1,409
1,132
243
2,886
Total
$
56,035
$
83,611
$
78,933
$
74,256
$
292,835
Year-Over-Year $
Change
Three months ended
Year ended
Net Revenue
September 30
December 31
March 31
June 30
June 30
Wholesale
7,784
912
(3,738
)
(2,153
)
2,805
Direct to Consumer
4,729
(8,334
)
(2,587
)
(2,640
)
(8,832
)
Business to Business
9,713
3,589
(6,826
)
(7,128
)
(652
)
Other/ Non-Allocable
(181
)
(1,377
)
(1,131
)
(239
)
(2,928
)
Total
$
22,045
$
(5,210
)
$
(14,282
)
$
(12,160
)
$
(9,607
)
Year-Over-Year %
Change
Three months ended
Year ended
Net Revenue
September 30
December 31
March 31
June 30
June 30
Wholesale
48.0
%
4.1
%
-15.2
%
-10.3
%
3.3
%
Direct to Consumer
31.0
%
-23.9
%
-13.2
%
-11.7
%
-9.6
%
Business to Business
39.7
%
14.2
%
-20.3
%
-23.4
%
-0.6
%
Other/ Non-Allocable
(177.5
%)
(97.7
%)
(99.9
%)
(98.4
%)
(101.5
%)
Total
39.3
%
-6.2
%
-18.1
%
-16.4
%
-3.3
%
Vintage Wine Estates,
Inc.
Fiscal 2023 and Fiscal 2022
Segment Data
Operating Income
(in thousands)
Fiscal Year
2023
Three months ended
Year ended
Operating Income (Loss)
September 30, 2022
December 31, 2022
March 31, 2023
June 30, 2023
June 30, 2023
Wholesale
$
2,288
$
(126,896
)
$
(1,573
)
$
(4,294
)
$
(130,475
)
Direct to Consumer
1,969
1,424
(2,905
)
(18,774
)
(18,286
)
Business to Business
10,533
(1,167
)
2,406
512
12,284
Other/ Non-Allocable
(18,175
)
(20,443
)
(6,110
)
(27,612
)
(72,340
)
Total
$
(3,385
)
$
(147,082
)
$
(8,182
)
$
(50,168
)
$
(208,817
)
Fiscal Year
2022
Three months ended
Year ended
Operating Income (Loss)
September 30, 2021
December 31, 2021
March 31, 2022
June 30, 2022
June 30, 2022
Wholesale
$
3,042
$
4,204
$
3,256
$
(7,471
)
$
3,031
Direct to Consumer
2,031
10,523
1,014
2,427
15,995
Business to Business
6,229
7,255
10,016
(5,749
)
17,751
Other/ Non-Allocable
(8,093
)
(12,525
)
(14,738
)
(9,332
)
(44,688
)
Total
$
3,209
$
9,457
$
(452
)
$
(20,125
)
$
(7,911
)
Year-Over-Year $
Change
Three months ended
Year ended
Operating Income (Loss)
September 30
December 31
March 31
June 30
June 30
Wholesale
(754
)
(131,100
)
(4,829
)
3,177
(133,506
)
Direct to Consumer
(62
)
(9,099
)
(3,919
)
(21,201
)
(34,281
)
Business to Business
4,304
(8,422
)
(7,610
)
6,261
(5,467
)
Other/ Non-Allocable
(10,082
)
(7,918
)
8,628
(18,280
)
(27,652
)
Total
$
(6,594
)
$
(156,539
)
$
(7,730
)
$
(30,043
)
$
(200,906
)
Year-Over-Year %
Change
Three months ended
Year ended
Operating Income (Loss)
September 30
December 31
March 31
June 30
June 30
Wholesale
-24.8
%
-3118.5
%
-148.3
%
-42.5
%
-4404.7
%
Direct to Consumer
-3.1
%
-86.5
%
-386.5
%
-873.5
%
-214.3
%
Business to Business
69.1
%
-116.1
%
-76.0
%
-108.9
%
-30.8
%
Other/ Non-Allocable
124.6
%
63.2
%
-58.5
%
195.9
%
61.9
%
Total
-205.5
%
-1655.3
%
1710.2
%
149.3
%
2539.6
%
Vintage Wine Estates,
Inc.
Fiscal 2023 and Fiscal 2022
Segment Data
Case Volume1
(case volume in thousands)
The following table summarizes 9-liter
equivalent cases sold by segment:
Fiscal Year
2023
Three Months Ended
Year Ended
September 30, 2022
December 31, 2022
March 31, 2023
June 30, 2023
June 30, 2023
Wholesale
539
453
433
472
1,897
Business to Business
*
*
*
*
*
Direct to Consumer
99
125
67
70
361
Total case volume
638
578
500
542
2,258
Fiscal Year
2022
Three Months Ended
Year Ended
September 30, 2021
December 31, 2021
March 31, 2022
June 30, 2022
June 30, 2022
Wholesale
209
379
484
489
1,561
Business to Business
*
*
*
*
*
Direct to Consumer
60
160
87
101
408
Total case volume
269
539
571
590
1,969
Year-Over-Year Unit
Change
Three Months Ended
Year Ended
September 30
December 31
March 31
June 30
June 30
Wholesale
330
74
(51
)
(17
)
336
Business to Business
*
*
*
*
*
Direct to Consumer
39
(35
)
(20
)
(31
)
(47
)
Total case volume
369
39
-71
-48
289
Year-Over-Year %
Change
Three Months Ended
Year Ended
September 30
December 31
March 31
June 30
June 30
Wholesale
157.9
%
19.5
%
-10.5
%
-3.5
%
21.5
%
Business to Business
*
*
*
*
*
Direct to Consumer
65.0
%
-21.9
%
-23.0
%
-30.7
%
-11.5
%
Total case volume
137.2
%
7.2
%
(12.4
%)
(8.1
%)
14.7
%
*B2B segment sales are primarily not related to case volumes,
therefore the Company has elected to not report case volumes for
this segment as it would not be indicative of the underlying
performance of the business.
Vintage Wine Estates,
Inc.
Reconciliation of Net Loss to
Adjusted EBITDA
and Net Loss to Adjusted
EBITDA Margin
(Unaudited, in thousands)
Three Months Ended
Year Ended
(in thousands)
June 30, 2023
June 30, 2022
June 30, 2023
June 30, 2022
Net loss
$
(47,876
)
$
(17,115
)
$
(190,229
)
$
(702
)
Interest expense
5,085
3,085
18,407
13,910
Income tax (benefit) provision
(6,480
)
(5,673
)
(31,360
)
723
Depreciation expense
4,127
5,864
15,926
15,248
Amortization expense
1,828
2,010
7,257
5,948
Gain on insurance and litigation
proceeds
(876
)
(3,000
)
(2,290
)
(3,000
)
Stock-based compensation expense
1,071
3,722
6,737
5,116
Goodwill and Intangibles Impairment
24,226
1,281
162,154
1,281
Net gain on interest rate swap
agreements
(1,451
)
(3,103
)
(6,343
)
(22,578
)
(Gain)/loss on disposition of assets
9,846
(22
)
8,300
366
Adjusted EBITDA
$
(10,500
)
$
(12,951
)
$
(11,441
)
$
16,312
Net revenue
$
62,096
$
74,256
$
283,228
$
292,835
Net loss margin
-77.1
%
-23.0
%
-67.2
%
-0.2
%
Adjusted EBITDA margin
-16.9
%
-17.4
%
-4.0
%
5.6
%
Reconciliation of Net Loss to
Adjusted Net Loss
and Net Loss per Share to
Adjusted Net Loss per Share
(Unaudited, in thousands, except
per share data)
Three Months Ended
Year Ended
June 30, 2023
June 30, 2022
June 30, 2023
June 30, 2022
Net loss
$
(47,876
)
$
(17,115
)
$
(190,229
)
$
(702
)
Amortization expense
1,828
2,010
7,257
5,948
Gain on insurance and litigation
proceeds
(876
)
(3,000
)
(2,290
)
(3,000
)
Loss on goodwill and intangible assets
impairment
24,226
1,281
162,154
1,281
Net gain on interest rate swap
agreements
(1,451
)
(3,103
)
(6,343
)
(22,578
)
(Gain)/loss on sale of assets
9,846
(22
)
8,300
366
Non-GAAP adjusted net loss
$
(14,303
)
$
(19,949
)
$
(21,151
)
$
(18,685
)
Net loss per share
(0.81
)
(0.28
)
(3.22
)
(0.01
)
Non-GAAP adjusted net loss per
share
(0.24
)
(0.33
)
(0.36
)
(0.31
)
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231013788448/en/
Investors Deborah K. Pawlowski, Kei Advisors LLC
dpawlowski@keiadvisors.com 716.843.3908
Media Mary Ann Vangrin
MVangrin@vintagewineestates.com
Vintage Wine Estates (NASDAQ:VWE)
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Vintage Wine Estates (NASDAQ:VWE)
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부터 11월(11) 2023 으로 11월(11) 2024