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Vintage Wine Estates Announces Sale of Tenma Vineyard

  • INCLINE VILLAGE, Nev.--(BUSINESS WIRE)--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-customer platform, today reported the sale of the Tenma Vineyard in Calistoga, California. On March 2, 2023, the Company completed the sale of the entire 42 acres of the Tenma Vineyard for net cash proceeds of approximately $11 million. Proceeds from the sale will be used to reduce outstanding debt. Subsequent to this sale, the Company owns and leases approximately 2,400 total vineyard acres of which the Company owns approximately 1,600 vineyard acres. In conjunction with the sale of the vineyard, VWE entered into a grape purchase agreement for up to 15 tons of cabernet sauvignon grapes per year at no cost in the first year. In addition, the Company has licensed the rights to the Tenma Vineyard brand and trademark. Jon Moramarco, Interim Chief Executive Officer, commented, “The Tenma Vineyard sale demonstrates our ongoing commitment to monetize assets in an effort to reduce debt and provide us with additional financial flexibility. We will continue to pursue more of these initiatives where the economics are beneficial, as part of our recently announced business realignment plan.” About Vintage Wine Estates, Inc. Vintage Wine Estates (Nasdaq: VWE and VWEWW) is a family of wineries and wines whose singular focus is producing the finest 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 two million nine-liter equivalent cases annually. 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 exclusive brand arrangements with national retailers. While VWE is diverse across price points and varietals with over 60 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 at over $15 per bottle. The Company regularly posts updates and additional information at https://www.vintagewineestates.com. 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 “anticipate,” “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “may,” “plan,” “project,” “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 future plans regarding its vineyard portfolio and asset management strategies, business plans and strategies, including strategic monetization of assets and debt reduction efforts. 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: the Company’s limited experience operating as a public company and its ability to remediate its material weakness in internal control over financial reporting and to maintain effective internal control over financial reporting, the ability of the Company to retain key personnel, 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; risks relating to the uncertainty of projected financial information; the effects of competition on VWE’s future business; risks related to the organic and inorganic growth of VWE’s business and the timing of expected business milestones; the potential adverse effects of the ongoing COVID-19 pandemic on VWE’s business and the U.S. economy; declines or unanticipated changes in consumer demand for VWE’s products; VWE’s ability to adequately source grapes and other raw materials and any increase in the cost of such materials; the impact of environmental catastrophe, natural disasters, disease, pests, weather conditions and inadequate water supply on VWE’s business; VWE’s level of insurance against catastrophic events and losses; VWE’s significant reliance on its distribution channels, including independent distributors; potential reputational harm to VWE’s brands from internal and external sources; possible decreases in VWE’s wine quality ratings; integration risks associated with recent acquisitions; 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; VWE’s ability to maintain necessary licenses; VWE’s ability to protect its trademarks and other intellectual property rights; risks associated with the Company’s information technology and ability to maintain and protect personal information; 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.
    03/10/2023

Vintage Wine Estates Announces Changes in Executive Leadership and Board Structure; Executing Business Realignment Plan to Deliver Stronger Earnings Power

  • INCLINE VILLAGE, Nev.--(BUSINESS WIRE)--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 announced that Pat Roney, Founder of Vintage Wine Estates, has elected to transition from Chief Executive Officer to Executive Chairman of the Board of Directors. The Board has initiated a comprehensive search process to identify a replacement CEO. In the interim and until a successor is named, the Board has appointed Jon Moramarco, independent director, as Interim CEO, effective immediately. Paul Walsh, who has been Chairman of the Board, will assume the role of Independent Lead Director. Terry Wheatley, President of VWE, will continue in her role leading the sales and marketing efforts of the Company including distributor network relationship management. Together with Kris Johnston, Chief Financial Officer and Zach Long, Chief Operations Officer, they will maintain responsibility for continuity of personnel and day-to-day operations. The Company also announced that it has retained Arthur Bert, a corporate strategy and acquisition integration advisor, to assist in the reorganization and simplification of VWE. Mr. Bert was previously the Managing Director – Global Corporate Strategy and M&A Practice Lead for Accenture and prior to that was the M&A practice lead at A.T. Kearney. Paul Walsh, Lead Independent Director, commented, “Pat successfully grew VWE over the last 20 plus years and we have greatly appreciated his contributions as we advanced VWE as a public company. We have mutually determined that his role as CEO has changed significantly since our IPO, adding a complex dimension to his responsibilities, and taking him from what he has truly enjoyed. It was critical that the Board make the necessary leadership changes to find the right talent to continue to execute our strategy while maintaining the years of institutional knowledge and industry relationships that Pat has to offer. As a result, we have implemented our succession plan and have begun a search for a new CEO. We are fortunate to have Jon take on this interim role given his deep understanding of the wine industry combined with his financial and managerial skills. Importantly as well, we have the bench strength and leadership skills of Terry, Kris, and Zach who can drive the organization to execute our plans for change.” Executing on Plan to Operationally and Financially Improve the Business In consultation with Mr. Bert, management is executing a plan to improve operations, reduce debt and drive more profitable growth. Immediate actions expected to help improve revenue and operating profit in the second half of fiscal 2023 include: Higher prices and shipping charges in its Direct-to-Consumer (“DTC”) segment, Staged price increases in certain higher volume brands in its wholesale segment Increased freight recovery charges in the Business-to-Business (“B2B”) segment Reduction in marketing spend in DTC segment related to advertising and marketing materials Optimizing various sales, marketing and operations overhead On an annualized basis, these immediate actions are expected to improve pricing and reduce costs by approximately $10 million, exclusive of approximately $2 million in costs to affect the changes. The enhancements are expected to phase in over the third and fourth quarters of fiscal 2023. Additional actions in process which are expected to drive further improvement in profitability include: Renegotiating certain contracts to improve price and margins while working to exit less profitable contracts. Improving supply chain sources and costs including bottle mold rationalization Simplifying the business through an 80/20 process: streamline stock-keeping units (SKUs) Increasing operational efficiencies and improving working capital management The Company also plans to continue to monetize assets to reduce debt and strengthen the balance sheet. Jon Moramarco, Interim CEO, commented, “VWE has a strong foundation, key premium brands, great customer relationships and significant potential. However, we have much work to do to improve our cash flow and earnings power while we measurably reduce debt. We have the plan and a powerful team of people with the drive to execute quickly to deliver improved results. We expect we can be on track as we enter fiscal 2024 to returning to EBITDA growth on a potentially smaller, but meaningfully more profitable enterprise.” Pat Roney, Founder and Executive Chairman, commented, “It has been an honor to lead such a remarkable team that has grown VWE over many years into a leading U.S. wine enterprise and made possible the vision of us becoming a publicly traded company. We believe that we have the business model which can deliver on growth and provide top-tier industry profitability, but we have much to accomplish to achieve these goals. Jon brings the skills to navigate through this plan and execute the changes needed to ensure our long-term health. Importantly, we believe we can generate the momentum needed for our next CEO to help us realize the strategic vision we have for VWE.” About Vintage Wine Estates, Inc. Vintage Wine Estates (Nasdaq: VWE and VWEWW) is a family of wineries and wines whose singular focus is producing the finest 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 two million nine-liter equivalent cases annually. 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 exclusive brand arrangements with national retailers. While VWE is diverse across price points and varietals with over 60 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 on its website at https://www.vintagewineestates.com/. 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 “anticipate,” “believe,” “continue,” “driving,” “estimate,” “expect,” “future,” “intend,” “may,” “making,” “outlook,” “plan,” “project,” “should,” “will,” “would” or other similar expressions that indicate future events or trends. These forward-looking statements include, but are not limited to, statements regarding the anticipated benefits of the strategic plan and management transition announced in this press release, VWE’s future plans regarding its vineyard portfolio and asset management strategies, estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, business plans and strategies, including strategic growth initiatives, expansion and acquisition opportunities, growth prospects and consumer and industry trends. 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: the Company’s limited experience operating as a public company, reporting, the Company’s ability to complete its closing procedures for the quarter ended December 31, 2022 in a timely manner, the need for restatement of Company’s prior period financial statements, the time and expense associated with any necessary remediation of control deficiencies, the impact and result of any litigation or regulatory inquiries or investigations related to the restatement of the Company’s financial statements or otherwise, the ability of the Company to effectively execute the strategic plan announced concurrently with this press release, the ability of the Company to recruit a new CEO and otherwise retain key personnel, the potential impact on the Company’s business and stock price of any announcements regarding any of the foregoing; 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; risks relating to the uncertainty of projected financial information; the effects of competition on VWE’s future business; risks related to the organic and inorganic growth of VWE’s business and the timing of expected business milestones; the potential adverse effects of the ongoing COVID-19 pandemic on VWE’s business and the U.S. economy; declines or unanticipated changes in consumer demand for VWE’s products; VWE’s ability to adequately source grapes and other raw materials and any increase in the cost of such materials; the impact of environmental catastrophe, natural disasters, disease, pests, weather conditions and inadequate water supply on VWE’s business; VWE’s level of insurance against catastrophic events and losses; VWE’s significant reliance on its distribution channels, including independent distributors; potential reputational harm to VWE’s brands from internal and external sources; possible decreases in VWE’s wine quality ratings; integration risks associated with recent acquisitions; 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; VWE’s ability to maintain necessary licenses; VWE’s ability to protect its trademarks and other intellectual property rights; risks associated with the Company’s information technology and ability to maintain and protect personal information; 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.
    02/08/2023
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Vintage Wine Estates to Restate First Quarter Fiscal 2023 Financial Statements; Announces Preliminary Unaudited/Unreviewed Second Quarter Fiscal 2023 Financial Results

  • INCLINE VILLAGE, Nev.--(BUSINESS WIRE)--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 announced that it plans to restate its previously issued consolidated financial statements for first quarter fiscal 2023 which ended September 30, 2022. The restatement relates to the misclassification and accounting for certain assets and also the timing of recording certain costs. These required adjustments were identified by the Company’s finance team in the process of closing the second quarter fiscal 2023. Preliminary indications from the Company’s evaluation are that the restatement is expected to result in an increase in net revenue of $0.7 million, an increase in cost of goods sold in the first quarter of fiscal 2023 by approximately $2.9 million and a decrease in selling, general & administrative expenses of $0.6 million; resulting in a $0.8 million decline in net income. After giving effect to this change, diluted earnings per share allocable to common stockholders for the first quarter fiscal 2023 as previously reported will be reduced from $0.02 to $0.00. In addition, current assets decreased $1.3 million and current liabilities decreased $0.5 million. The Company intends to amend and file its first quarter 2023 10-Q as soon as practical. Investors should no longer rely upon the Company’s previously released financial statements for the first quarter of fiscal 2023. Similarly, related press releases, earnings releases, and investor communications describing the Company’s financial statements for that period should no longer be relied upon. Postponement of Second Quarter Fiscal 2023 Financial Results Release and Conference Call and Preliminary Unaudited Financial Results The filing of the Company’s second quarter fiscal 2023 results will be delayed due to the Company’s management identifying impairment indicators, which require additional analysis, late in the financial reporting and closing process. The Company believes that due to the time required to complete this process, it now currently expects it will be filing its second quarter financial results in mid-March following the filing of its first quarter 2023 amended 10-Q. In the interim, the Company provided certain preliminary unaudited/unreviewed financial results for the second quarter fiscal 2023, as follows: Revenue is expected to be approximately $81 million as acquisitions offset declines related to a customer’s retail television programming schedule and slower consumer discretionary spending. Gross margin is expected to be approximately 35%. Selling, general & administrative expenses are expected to be approximately $33 million, excluding amortization expense, but inclusive of approximately $2 million in costs related to an acquisition that was not executed. Adjusted EBITDA of approximately $3.5 million*. *NOTE: Preliminary adjusted EBITDA is a non-GAAP financial measure. The Company is unable to present a quantitative reconciliation of this preliminary non-GAAP financial measure to its most directly comparable preliminary GAAP financial measure because such information is not available, and management cannot reliably predict the necessary components of the GAAP measure without unreasonable effort or expense. In addition, the Company believes that such reconciliation would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a significant impact on the Company’s second quarter financial results. This non-GAAP financial measure is a preliminary estimate and is subject to risks and uncertainties, including, among others, changes in connection with quarter-end adjustments. Any variation between the Company’s actual results and preliminary financial data set forth above may be material. Separately today, the Company announced changes in its executive leadership and the initiation of a comprehensive business realignment plan to simplify the business, take out costs, improve pricing, rationalize stock-keeping units (SKUs) and the supply chain, monetize assets and reduce debt. As a result of the significant changes in operations, the new leadership structure and disappointing second quarter results, the Company is withdrawing its previous guidance for fiscal 2023. The release of second quarter results and conference call will be announced once a definitive date and time can be determined. Financial Information Is Preliminary and May Be Subject To Change The unaudited/unreviewed interim financial information presented in this press release is preliminary. The Company’s financial closing procedures for the quarter ended December 31, 2022 are not yet complete. As a results, the Company’s final results upon completion of its closing procedures may vary from the preliminary estimates, including as a result of the work necessary for the preparation of financial statements taking into account the results of intangible asset testing and review by the Audit Committee. The estimates were prepared by VWE management, based upon a number of assumptions, in connection with preparation of the Company's financial statements and the Company's preliminary review for the quarter ended December 31, 2022. Additional items that would require material adjustments to the preliminary financial information may be identified. Estimates of results are inherently uncertain and the final financial results reported for this period may also differ from the results reported in this release. The preliminary results should not be viewed as a substitute for quarterly financial statements prepared in accordance with U.S. GAAP. About Vintage Wine Estates, Inc. Vintage Wine Estates (Nasdaq: VWE and VWEWW) is a family of wineries and wines whose singular focus is producing the finest 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 two million nine-liter equivalent cases annually. 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 exclusive brand arrangements with national retailers. While VWE is diverse across price points and varietals with over 60 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 https://www.vintagewineestates.com. 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 “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “may,” “plan,” “project,” “should,” “will,” “would” or other similar expressions that indicate future events or trends. These forward-looking statements include, but are not limited to, statements regarding VWE’s preliminary results, the restatement of its results for the first quarter ended September 30, 2023, the anticipated filing of VWE’s results for the second quarter ended December 31, 2022, the anticipated benefits of the strategic plan and management transition announced concurrently with this press release, future plans regarding its vineyard portfolio and asset management strategies, estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, business plans and strategies, including strategic growth initiatives, expansion and acquisition opportunities, growth prospects and consumer and industry trends. 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: the Company’s limited experience operating as a public company the Company’s ability to complete its closing procedures for the quarter ended December 31, 2022 in a timely manner, the need for restatement of Company’s prior period financial statements, the time and expense associated with any necessary remediation of control deficiencies, the impact and result of any litigation or regulatory inquiries or investigations related to the restatement of the Company’s financial statements or otherwise, the ability of the Company effectively execute the strategic plan announced concurrently with this press release, the ability of the Company to recruit a new CEO and otherwise to retain key personnel, the potential impact on the Company’s business and stock price of any announcements regarding any of the foregoing; 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; risks relating to the uncertainty of projected financial information; the effects of competition on VWE’s future business; risks related to the organic and inorganic growth of VWE’s business and the timing of expected business milestones; the potential adverse effects of the ongoing COVID-19 pandemic on VWE’s business and the U.S. economy; declines or unanticipated changes in consumer demand for VWE’s products; VWE’s ability to adequately source grapes and other raw materials and any increase in the cost of such materials; the impact of environmental catastrophe, natural disasters, disease, pests, weather conditions and inadequate water supply on VWE’s business; VWE’s level of insurance against catastrophic events and losses; VWE’s significant reliance on its distribution channels, including independent distributors; potential reputational harm to VWE’s brands from internal and external sources; possible decreases in VWE’s wine quality ratings; integration risks associated with recent acquisitions; 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; VWE’s ability to maintain necessary licenses; VWE’s ability to protect its trademarks and other intellectual property rights; risks associated with the Company’s information technology and ability to maintain and protect personal information; 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.
    Wed, Feb. 08, 2023

Vintage Wine Estates Announces Second Quarter Fiscal 2023 Conference Call and Webcast

  • INCLINE VILLAGE, Nev.--(BUSINESS WIRE)--Vintage Wine Estates, Inc. (Nasdaq: VWE and VWEWW) (“VWE” or the “Company”), one of the leading wine producers in the U.S. with an industry leading direct-to-customer platform, announced today that it will release its second quarter fiscal year 2023 results after the close of financial markets on Thursday, February 9, 2023. The Company will host a conference call and webcast to review the financial and operating results for the period and discuss its corporate strategy and outlook. A question-and-answer session will follow. Second Quarter Fiscal 2023 Conference Call and Webcast Thursday, February 9, 2023 4:45 p.m. ET / 1:45 p.m. PT Phone: 1-201-689-8562 Webcast and accompanying slide presentation: ir.vintagewineestates.com An audio replay of the call will be available from approximately 7:45 p.m. ET / 4:45 p.m. PT on the day of the call through Thursday, February 16, 2023. To listen to the audio replay, dial 1-412-317-6671 and enter the conference ID number 13735005. Alternatively, you may access the webcast replay at ir.vintagewineestates.com, where a transcript will be posted once available. About Vintage Wine Estates, Inc. Vintage Wine Estates (Nasdaq: VWE and VWEWW) is a family of wineries and wines whose singular focus is producing the finest 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 two million nine-liter equivalent cases annually. 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 exclusive brand arrangements with national retailers. While VWE is diverse across price points and varietals with over 60 brands ranging from $10 to $150 USD at retail, its primary focus is on the fastest growing luxury segment of the wine industry with most brands selling at over $15 per bottle. The Company regularly posts updates and additional information at https://www.vintagewineestates.com/.
    Thu, Jan. 26, 2023

Vintage Wine Estates Advances Leadership Team

  • INCLINE VILLAGE, Nev.--(BUSINESS WIRE)--Vintage Wine Estates, Inc. (NASDQ: VWE), a fast growing wine producer with an industry leading direct-to-customer platform, today announced two promotions that further its efforts to advance its leadership team, develop talent from within and build greater bench strength. Zach Long, previously Senior Vice President of Winemaking and Production, will now serve as Chief Operations Officer and Jenna Duran, formerly Senior Director of Marketing, has been appointed Vice President of Marketing. Pat Roney, Chief Executive Officer, noted, “We have excellent talent within our organization, and Zach and Jenna have considerable experience in their respective areas of responsibility. These promotions both recognize their capabilities and leadership skills while also building out our management structure to support our strategy for growth.” With over two decades in the winemaking industry, Zach Long joined VWE through the 2021 Kunde acquisition, where he served as Director of Winemaking for 11 years. Before joining Kunde, Zach held the role of Winemaker at Girard Winery. In addition to his wealth of industry insight acquired through working closely with Vintage affiliated wineries, growers and vendors, Mr. Long holds degrees in viticulture and enology from the University of California Davis (UC Davis) and a certification in viticulture from the University of Purpan in Toulouse, France. In his expanded role as Chief Operations Officer, Mr. Long assumes additional responsibility for all 14 estate wineries and two major wine production facilities in Hopland, California (Rays Station) and Cincinnati, Ohio (Meier’s Wine Cellars). Zach has full operational oversight for supply chain and production activities with a focus on quality, sustainability and enhancing synergies within VWE’s production footprint and serves on the Executive Leadership team. An MBA graduate of Sonoma State Wine Business Institute with more than a decade of experience in the wine industry, Jenna Duran joined VWE’s marketing team with the Viansa acquisition in 2013, where she led marketing initiatives for all DTC channels including eCommerce, tasting rooms, direct mail, promotional products, and telephonic sales. In 2017, Ms. Duran transitioned to the wholesale business, assuming new responsibilities on the Exclusive Brands team. Her collaboration with senior management included driving innovation and new product development for major national accounts, including the fast-growing Photograph Wines. Her responsibilities expanded to include brand marketing as Director of Lifestyle & Exclusive brands in 2019 and Central Coast brands in 2020. Ms. Duran also led marketing initiatives to launch Bar Dog wine nationally, supporting the growth of the brand to over 100,000 cases. Bar Dog is now Vintage’s fastest-growing brand, earning it an Impact Hot Prospect Award in 2021. About Vintage Wine Estates: Vintage Wine Estates (Nasdaq: VWE and VWEWW) is a family of wineries and wines whose singular focus is producing the finest 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 two million nine-liter equivalent cases annually. 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 exclusive brand arrangements with national retailers. While VWE is diverse across price points and varietals with over 60 brands ranging from $10 to $150 USD at retail, its primary focus is on the fastest growing luxury segment of the wine industry with most brands selling at over $15 per bottle. The Company regularly posts updates and additional information at https://www.vintagewineestates.com/. 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 “anticipate,” “believe,” “build”, “develop”, “driving,” “estimate,” “expect,” “further,” “future,” “intend,” “may,” “making,” “plan,” “project,” “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 current and future skills, capabilities, and performance of its management and executive team, future plans regarding its vineyard portfolio and asset management strategies, estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, business plans and strategies, including strategic growth initiatives, expansion and acquisition opportunities, growth prospects and consumer and industry trends. 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: the Company’s limited experience operating as a public company and its ability to remediate its material weakness in internal control over financial reporting and to maintain effective internal control over financial reporting, the ability of the Company to retain key personnel, 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; risks relating to the uncertainty of projected financial information; the effects of competition on VWE’s future business; risks related to the organic and inorganic growth of VWE’s business and the timing of expected business milestones; the potential adverse effects of the ongoing COVID-19 pandemic on VWE’s business and the U.S. economy; declines or unanticipated changes in consumer demand for VWE’s products; VWE’s ability to adequately source grapes and other raw materials and any increase in the cost of such materials; the impact of environmental catastrophe, natural disasters, disease, pests, weather conditions and inadequate water supply on VWE’s business; VWE’s level of insurance against catastrophic events and losses; VWE’s significant reliance on its distribution channels, including independent distributors; potential reputational harm to VWE’s brands from internal and external sources; possible decreases in VWE’s wine quality ratings; integration risks associated with recent acquisitions; 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; VWE’s ability to maintain necessary licenses; VWE’s ability to protect its trademarks and other intellectual property rights; risks associated with the Company’s information technology and ability to maintain and protect personal information; 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.
    Thu, Jan. 12, 2023

Award Winning Firm Labaton Sucharow Investigating Vintage Wine Estates, Inc. f/k/a Bespoke Capital Acquisition Corp. (NASDAQ: VWE, VWEWW, BSPE)

  • NEW YORK--(BUSINESS WIRE)--Labaton Sucharow, a nationally ranked and award-winning shareholder rights firm, announces that it is investigating Vintage Wine Estates, Inc. f/k/a Bespoke Capital Acquisition Corp ("Vintage Wine" or "the Company") (NASDAQ: VWE, VWEWW, BSPE) for violations of the federal securities laws. The investigation focuses on whether the Company issued false and/or misleading statements and/or failed to disclose information pertinent to investors. Vintage Wine issued a press release on September 13, 2022, revealing that it had taken $19.1 million in non-cash inventory adjustments that it had “identified through efforts to improve and strengthen inventory management, processes and reporting.” The Company added that the adjustments included “physical inventory count adjustments of $12.4 million, $3.7 million related to the establishment of inventory reserves and $3.0 million related to the impact of additional remediation efforts.” The Company admitted that these adjustments had fueled a larger loss in the fourth quarter of 2022. Based on this news, shares of Vintage Wine plunged by more than 40% in intraday trading on September 14, 2022. If you currently own stock or options in Vintage Wine Estates, Inc. and suffered a loss, click here to participate. If you want to receive additional information and protect your investments free of charge, please contact David J. Schwartz using the toll-free number (800) 321-0476 or via email at david@labaton.com. About the Firm Labaton Sucharow LLP is one of the world's leading complex litigation firms representing clients in securities, corporate governance and shareholder rights, consumer, and cybersecurity and data privacy litigation, as well as whistleblower representation. Labaton Sucharow has been recognized for its excellence by the courts and peers, and it is consistently ranked in leading industry publications. Offices are located in New York, NY, Wilmington, DE, and Washington, D.C. More information about Labaton Sucharow is available at labaton.com.
    Thu, Sep. 15, 2022

EQUITY ALERT: Rosen Law Firm Encourages Vintage Wine Estates, Inc. f/k/a Bespoke Capital Acquisition Corp. Investors to Inquire About Securities Class Action Investigation – VWE, VWEWW, BSPE

  • NEW YORK--(BUSINESS WIRE)--WHY: Rosen Law Firm, a global investor rights law firm, announces an investigation of potential securities claims on behalf of shareholders of Vintage Wine Estates, Inc. f/k/a Bespoke Capital Acquisition Corp. (NASDAQ: VWE, VWEWW, BSPE) resulting from allegations that the Company may have issued materially misleading business information to the investing public. SO WHAT: If you purchased Vintage Wine Estates securities you may be entitled to compensation without payment of any out of pocket fees or costs through a contingency fee arrangement. The Rosen Law Firm is preparing a class action seeking recovery of investor losses. WHAT TO DO NEXT: To join the prospective class action, go to https://rosenlegal.com/submit-form/?case_id=8704 or call Phillip Kim, Esq. toll-free at 866-767-3653 or email pkim@rosenlegal.com or cases@rosenlegal.com for information on the class action. WHAT IS THIS ABOUT: Vintage Wine Estates went public via de-SPAC transaction in June 2021. Then, on September 13, 2022, after the market hours, Vintage Wine Estates issued a press release announcing that certain of the company's previously issued financial statements should no longer be relied upon and should be restated due to the identification of an accounting error. Vintage Wine Estates also announced disappointing fourth quarter and fiscal year 2022 results. The Company revealed that it recorded $19.1 million in non-cash inventory adjustments which were “identified through efforts to improve and strengthen inventory management, processes and reporting.” The adjustments included “physical inventory count adjustments of $12.4 million, $3.7 million related to the establishment of inventory reserves and $3.0 million related to the impact of additional remediation efforts.” The Company further revealed that it’s fourth quarter 2022 loss from operations was $27.7 million, compared to $10.9 million in the prior year quarter, which was due in part to “the $19.1 million non-cash inventory adjustments.” On this news, Vintage Wine Estates’ stock fell $2.23 per share, or 40%, to close at $3.30 per share on September 14, 2022, on unusually heavy trading volume. WHY ROSEN LAW: We encourage investors to select qualified counsel with a track record of success in leadership roles. Often, firms issuing notices do not have comparable experience, resources, or any meaningful peer recognition. Many of these firms do not actually litigate securities class actions. Be wise in selecting counsel. The Rosen Law Firm represents investors throughout the globe, concentrating its practice in securities class actions and shareholder derivative litigation. Rosen Law Firm has achieved the largest ever securities class action settlement against a Chinese Company. Rosen Law Firm was Ranked No. 1 by ISS Securities Class Action Services for number of securities class action settlements in 2017. The firm has been ranked in the top 4 each year since 2013 and has recovered hundreds of millions of dollars for investors. In 2019 alone the firm secured over $438 million for investors. In 2020, founding partner Laurence Rosen was named by law360 as a Titan of Plaintiffs’ Bar. Many of the firm’s attorneys have been recognized by Lawdragon and Super Lawyers. Follow us for updates on LinkedIn: https://www.linkedin.com/company/the-rosen-law-firm, on Twitter: https://twitter.com/rosen_firm or on Facebook: https://www.facebook.com/rosenlawfirm/. Attorney Advertising. Prior results do not guarantee a similar outcome.
    Thu, Sep. 15, 2022
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Vintage Wine Estates Reports Revenue Growth of 68% to $78.9 Million in Third Quarter Fiscal 2022 and Raises Full Year Fiscal 2022 Revenue Expectations

  • INCLINE VILLAGE, Nev.--(BUSINESS WIRE)--Vintage Wine Estates, Inc. (Nasdaq: VWE and VWEWW) (“VWE” or the “Company”), one of the fastest-growing wine producers in the U.S. with an industry leading direct-to-customer platform, today reported its financial results for its third quarter fiscal year 2022 ended March 31, 2022. Results include Vinesse, LLC ("Vinesse") acquired on October 4, 2021, ACE Cider, acquired on November 16, 2021, and Meier's Wine Cellars, Inc. acquired on January 18, 2022. Pat Roney, Founder and Chief Executive Officer, commented, “We overdelivered on the quarter with revenue up 68%, or $32.0 million. Organic growth was 44% and was the result of strong execution while acquisitions contributed $11.4 million in revenue. Our DTC channel is a hallmark of Vintage Wine Estates and continues to validate the success of our omnichannel strategy by reaching the consumer through multiple touch points. Our tasting room traffic is outperforming as more people are exploring new entertainment options and we deliver a great experience. Importantly, this activity has not cannibalized our ecommerce traffic, which has held relatively stable. The acquisition of Meier's at the beginning of the quarter drove our B2B results, as well as our ability to deliver for our customers' private label programs. We are ecstatic about the continued success of our Bar Dog brand, but equally excited regarding the strong market appeal for our Firesteed, Photograph and Clos Pegase brands, as well. We believe that, similar to our omnichannel marketing strategy, a multibrand portfolio will help drive our growth." Mr. Roney continued, "The headwinds of supply chain and labor constraints have been persistent, but our team is demonstrating the agility it takes to continue to produce and deliver in these adverse conditions. The deep experience of our team enables our ability to quickly pivot on bottling schedules and brands and our very collaborative culture links our production and marketing teams which enables rapid decision making to keep operations running. Inflation is yet another issue we are addressing. We are expecting price to begin to flow through and help offset rising costs beginning in the fiscal fourth quarter. We are being creative in other ways as well to help offset costs such as in packaging. Despite the challenges, we are energized by the achievements of our team to drive growth, deliver for our customers and create an enduring enterprise." Third Quarter Fiscal 2022 Highlights and Financial Results Review (compared with prior-year period unless noted otherwise) Highlights Robust DTC revenue growth of $4.9 million, or 33.5%, to $19.6 million was due to strong organic growth and acquisitions, which added $3.3 million in revenue. Organic growth of 11% was driven by tasting room traffic which increased 45% as recovery from COVID restrictions continues and customers increase their onsite engagement which also drove wine club membership gains. Combined Average Order Value (AOV) was stable across all DTC channels. B2B revenue increased $22.6 million, or 205.3%, to $33.7 million as customers' private label projects were delivered. Acquisitions contributed $3.1 million in the quarter. Wholesale revenue increased $3.5 million, or 16.4%, to $24.6 million primarily from acquired revenue of $5.0 million which helped against the strong comparator quarter for off premise market demand. Across brands, VWE achieved depletion volume growth of 2.4% over the prior-year period, whereas for the Company’s priority brands, which represent approximately 55% of total depletion volume, depletions grew 7.6%. Case volume increases were primarily driven by the ACE Cider acquisition. Revenue and Volume (See additional segment data in the attached tables) Net revenue in the quarter of $78.9 million was up $32.0 million, or 68.3%, over the prior-year period driven by significant increases in volume across all segments. Acquisitions contributed $11.4 million in net revenue for the period. Three Months Ended March 31, (in thousands) 2022 2021 Unit Change % Change Wholesale 357 318 39 12.3 % B2B 113 85 28 32.9 % DTC 87 52 35 67.3 % Total case volume 557 455 102 22.4 % Case volume was up 22.4% for the quarter and was strong across all channels. Gross Profit and Margin Gross profit was up $9.8 million to $28.0 million, an increase of 53.6%. Gross margin decreased 340 basis points to 35.5% as higher costs due to inflation and supply chain challenges were not yet offset from pricing actions. Selling, General and Administrative Expenses (SG&A) SG&A increased $8.7 million, or 47%, to $27.0 million, but declined as a percentage of revenue to 34.3% compared with 39.2% in the prior-year period. The higher level of SG&A represents public company costs, investments in talent and incremental SG&A from acquisitions of $5.8 million including amortization expense of $2.0 million, which does not yet represent expected synergies. Operating and Net Income Income from operations during the quarter increased $0.7 million, or 380.4%, to $0.9 million in the third quarter of fiscal 2022. Operating margin for the quarter was 1.1%, compared with 0.4% in the prior-year period. Operating income and margin were impacted by the acquisitions, which have not yet been fully integrated, as well as inefficiencies related to labor, logistics and supply chain challenges. While the Company plans to invest further in its operating infrastructure to enable growth and scale, it also expects certain initial public company costs to be reduced beginning in fiscal 2023. This includes approximately $0.9 million in annual D&O insurance and professional fees. Interest expense for the third quarter fiscal 2022 was $3.7 million, down $0.1 million, or 3.0%, on lower outstanding balances. Net income available to VWE common shareholders for the quarter was $2.8 million, up from a loss of $0.9 million in the prior-year period. On a per diluted share basis, net income available to VWE common shareholders was $0.05 for the quarter compared with a loss of $0.04 per diluted share in the prior-year period. Adjusted net income, which excludes amortization of intangible assets related to acquisitions, was $4.9 million, or $0.08 per diluted share. NOTE: Adjusted net income and adjusted net income per diluted share are non-GAAP metrics. Please see the relevant disclosures and reconciliations of GAAP to non-GAAP measures in the tables that accompany this release. Adjusted EBITDA Adjusted EBITDA increased 38.2% to $14.0 million, from $10.1 million, on higher revenue. As a percentage of net revenue, adjusted EBITDA was 17.7% compared with 21.6% in the prior-year period as the combination of certain acquisitions not being fully integrated and higher costs not yet covered by pricing actions. NOTE: Adjusted EBITDA and adjusted EBITDA margin are non-GAAP metrics. Please see the relevant disclosures and reconciliations of GAAP to non-GAAP measures in the tables that accompany this release. Strong Balance Sheet with Financial Flexibility Liquidity At quarter end, the Company had approximately $246.1 million in liquidity available for organic investments and acquisitions. This included $69.1 million in unrestricted cash, approximately $77.0 million available under its revolving line of credit and $100.0 million available under the accordion feature of the lending agreement for acquisitions. Capital Investments Capital expenditures in the fiscal 2022 third quarter were $4.5 million and $15.7 million for the year. This was higher than previously expected due to opportunistic investments in productivity and the acquisitions. Capital expenditures for fiscal 2022 are now expected to be approximately $19 million to $20 million, which includes expected capital investments related to acquisitions. Fiscal Year 2022 Outlook Mr. Roney noted, "We continue to outperform in the face of tough headwinds and the team is executing well on all fronts. We have a very full pipeline of potential acquisitions and continue to sift through for those that provide the best synergistic potential gained by leveraging our production facilities, marketing channels and leadership experience. We are very encouraged with the progress we are making with our current acquisitions as well as the excellent performance of our organic business.” The Company is increasing its revenue guidance for fiscal year 2022 and refining adjusted EBITDA expectations to reflect impacts of inflation and supply chain challenges. Margin expectations also accommodate for the costs of consolidation for acquisitions which create a short term drag on margins until synergies start to be realized after about six months of ownership. The Company now expects results to be in the following approximate ranges: Updated Guidance FY22 Net Revenue: $290 million to $295 million FY22 Adjusted EBITDA: $62 million to $64 million Note regarding forward looking non-GAAP metrics: VWE cannot provide a reconciliation between its forecasted adjusted EBITDA and net revenue metrics to the nearest GAAP measure without unreasonable effort or expense due to the inherent difficulty of forecasting and providing reliable estimates for certain items. These non-GAAP financial measures are preliminary estimates and are subject to risks and uncertainties, including, among others, changes in connection with quarter-end and yearend adjustments. These items reside outside the Company’s control and may vary greatly between periods and could significantly impact future financial results. For more information regarding the use of non-GAAP measures, please see discussion provided under Non-GAAP Financial Measures in this news release and the Company’s filings with the SEC. Conference Call and Webcast The Company will host a conference call and live webcast today at 4:45 PM ET/ 1:45 PM PT, at which time management will review the Company’s financial results and strategy. 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 from the U.S.: +1.844.200.6205 or International: +1.929.526.1599 and entering the passcode 108213. The listen-only audio webcast can be monitored at https://ir.vintagewineestates.com. The telephonic replay will be available from 7:45 PM ET / 4:45 PM PT on the day of the call through Monday, May 30, 2022, and can be accessed by dialing +1.866.813.9403 and entering the conference ID number 311764. 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 mission is to produce the finest quality wines and provide 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 15th largest wine producer in the U.S. selling more than two million nine-liter equivalent cases annually. 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 exclusive brand arrangements with national retailers. While VWE is diverse across price points and varietals with over 50 brands ranging from $10 to $150 at retail, its primary focus is on the fastest growing premium segment of the wine industry with the majority of brands selling in the $10 to $20 price range. The Company regularly posts updates and additional information at www.vintagewineestates.com. Non-GAAP Financial Measures In addition to reporting net income prepared in accordance with accounting principles generally accepted in the United States, VWE uses adjusted EBITDA and adjusted net income to supplement GAAP measures of performance to evaluate the effectiveness of its business strategies. Adjusted EBITDA is defined as earnings 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 net income is defined as net income 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 EBITDA and adjusted net income 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 and adjusted net income 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. Adjusted EBITDA and adjusted net income, 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 and adjusted net income, 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 and adjusted net income 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. 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 “anticipate,” “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “may,” “model,” “outlook,” “plan,” “pro forma,” “project,” “seek,” “should,” “will,” “would” or other similar expressions that indicate future events or trends. These forward-looking statements include, but are not limited to, estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, business plans and strategies, expansion and acquisition opportunities, growth prospects and consumer and industry trends. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of VWE’s management and are not guarantees of actual performance. These forward-looking statements are provided only to provide information currently available to us and are not intended to serve as and must not be relied on by any investor as, a guarantee, 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: the Company’s ability to remediate its material weakness in internal control over financial reporting and to maintain effective internal control over financial reporting, the effect of economic conditions on the industries and markets in which VWE operates, including financial market conditions, fluctuations in prices, interest rates and market demand; risks relating to the uncertainty of the projected financial information; the effects of competition on VWE’s future business; risks related to the organic and inorganic growth of VWE’s business and the timing of expected business milestones; the potential adverse effects of the ongoing COVID-19 pandemic on VWE’s business and the U.S. economy; declines or unanticipated changes in consumer demand for VWE’s products; the impact of environmental catastrophe, natural disasters, disease, pests, weather conditions and inadequate water supply on VWE’s business; VWE’s significant reliance on its distribution channels; potential reputational harm to VWE’s brands from internal and external sources; possible decreases in VWE’s wine quality ratings; integration risks associated with recent acquisitions; changes in applicable laws and regulations and the significant expense to VWE of operating in a highly regulated industry; VWE’s ability to make payments on its indebtedness; and those factors discussed in the Company’s 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 press 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 (Unaudited) March 31, 2022 June 30, 2021 Assets Current assets: Cash $ 69,109 $ 118,879 Restricted cash 6,600 4,800 Accounts receivable, net 39,649 21,193 Other receivables 13,668 7,490 Inventories 221,264 221,145 Prepaid expenses and other current assets 10,968 8,538 Total current assets 361,258 382,045 Property, plant, and equipment, net 234,141 213,673 Goodwill 158,185 109,895 Intangible assets, net 64,809 36,079 Other assets 7,635 1,806 Total assets $ 826,028 $ 743,498 Liabilities, redeemable noncontrolling interest, and stockholders' equity Current liabilities: Line of credit $ 146,732 $ 87,351 Accounts payable 14,777 17,301 Accrued liabilities and other payables 30,460 25,078 Current maturities of long-term debt 21,200 22,964 Total current liabilities 213,169 152,694 Other long-term liabilities 8,740 2,767 Long-term debt, less current maturities 172,324 183,541 Interest rate swap liabilities 5,225 13,807 Deferred tax liability 29,965 16,752 Deferred gain 10,999 12,000 Total liabilities 440,422 381,561 Commitments and contingencies (Note 13) Redeemable noncontrolling interest 1,684 1,682 Stockholders' equity: Preferred stock, no par value, 2,000,000 shares authorized, and none issued and outstanding at March 31, 2022 and June 30, 2021. - - Common stock, no par value, 200,000,000 shares authorized, 61,691,054 issued and 61,377,515 outstanding at March 31, 2022 and 60,461,611 issued and outstanding at June 30, 2021. - - Additional paid-in capital 373,196 360,732 Treasury stock, at cost: 313,539 and zero shares held at March 31, 2022 and June 30, 2021, respectively (2,833 ) - Retained earnings 14,176 - Total Vintage Wine Estates, Inc. stockholders' equity 384,539 360,732 Noncontrolling interests (617 ) (477 ) Total stockholders' equity 383,922 360,255 Total liabilities, redeemable noncontrolling interest, and stockholders' equity $ 826,028 $ 743,498 Vintage Wine Estates, Inc. Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Net revenues Wine, spirits and cider $ 50,859 $ 37,238 $ 157,292 $ 132,086 Nonwine 28,074 9,659 60,939 31,623 78,933 46,897 218,231 163,709 Cost of revenues Wine, spirits and cider 38,764 23,561 98,428 82,180 Nonwine 12,152 5,095 29,886 17,288 50,916 28,656 128,314 99,468 Gross profit 28,017 18,241 89,917 64,241 Selling, general, and administrative expenses 27,035 18,378 70,662 50,932 Loss (gain) on sale of property, plant, and equipment 98 (322 ) (493 ) (1,999 ) Gain on litigation proceeds - - - (4,750 ) Income from operations 884 184 19,748 20,058 Other income (expense) Interest expense (3,729 ) (3,842 ) (10,825 ) (9,173 ) Net unrealized gain on interest rate swap agreements 4,553 5,589 8,582 8,212 Other, net 1,957 327 1,945 684 Total other income (expense), net 2,781 2,075 (298 ) (277 ) Income before provision for income taxes 3,665 2,259 19,450 19,780 Income tax provision 958 1,633 5,412 4,517 Net income 2,707 626 14,038 15,263 Net income (loss) attributable to the noncontrolling interests (73 ) 53 (138 ) 343 Net income attributable to Vintage Wine Estates, Inc. 2,780 573 14,176 14,920 Accretion on redeemable Series B stock - 1,446 - 4,760 Net income (loss) allocable to common stockholders $ 2,780 $ (873 ) $ 14,176 $ 10,160 Net earnings (loss) per share allocable to common stockholders Basic $ 0.05 $ (0.04 ) $ 0.23 $ 0.38 Diluted $ 0.05 $ (0.04 ) $ 0.23 $ 0.35 Weighted average shares used in the calculation of earnings per share allocable to common stockholders Basic 61,410,403 21,920,583 60,773,258 21,920,583 Diluted 61,410,403 21,920,583 60,773,258 24,564,309 Vintage Wine Estates, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended March 31, 2022 2021 Cash flows from operating activities Net income $ 14,038 $ 15,263 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 17,365 7,732 Amortization of deferred loan fees and line of credit fees 296 357 Amortization of label design fees 668 251 Litigation proceeds - (4,750 ) Stock-based compensation expense 1,943 601 Provision for doubtful accounts 45 87 Impairment of inventory - 3,302 Net unrealized gain on interest rate swap agreements (8,582 ) (8,212 ) (Benefit) provision for deferred income tax 888 - Loss (gain) on disposition of assets 508 (999 ) Deferred gain on sale leaseback (1,000 ) (1,000 ) Deferred rent 285 376 Change in operating assets and liabilities (net of effect of business combinations): Accounts receivable (21,261 ) (1,001 ) Related party receivables - (2,038 ) Other receivables 376 (2,338 ) Litigation receivable - 4,750 Inventories 4,244 (8,964 ) Prepaid expenses and other current assets (2,232 ) (5,829 ) Other assets (6,215 ) 1,688 Accounts payable (8,106 ) 616 Accrued liabilities and other payables 2,836 16,073 Related party liabilities - 3,698 Net cash (used in) provided by operating activities (3,903 ) 19,661 Cash flows from investing activities Proceeds from disposition of assets 105 1,064 Purchases of property, plant, and equipment (15,723 ) (30,688 ) Label design expenditures (225 ) (375 ) Proceeds on related party notes receivable - 756 Acquisition of businesses (74,268 ) - Net cash used in investing activities (90,111 ) (29,243 ) Cash flows from financing activities Repurchase of common stock (2,833 ) - Principal payments on line of credit (67,210 ) (25,195 ) Proceeds from line of credit 126,591 32,281 Outstanding checks in excess of cash 2,900 9,277 Principal payments on long-term debt (13,178 ) (15,234 ) Proceeds from long-term debt - 8,902 Principal payments on related party note - (489 ) Deferred offering costs - (768 ) Payments on acquisition payable (226 ) (486 ) Net cash provided by financing activities 46,044 8,287 Net change in cash and restricted cash (47,970 ) (1,295 ) Cash and restricted cash, beginning of period 123,679 1,751 Cash and restricted cash, end of period $ 75,709 $ 456 Supplemental cash flow information Cash paid during the period for: Interest $ 9,508 $ 9,230 Income taxes $ 22 $ 25 Noncash investing and financing activities: Contingent consideration in a business combination $ 8,460 $ - Issuance of common stock in business combination $ 10,521 $ - Accretion of redemption value of Series B redeemable cumulative stock $ - $ 4,760 Accretion of redemption value of Series A redeemable stock $ - $ 16,466 Offering costs $ - $ 535 Vintage Wine Estates, Inc. Segment Data (Unaudited) Three months ended March 31, (in thousands) 2022 2021 $ Change % Change Net Revenue Wholesale $ 24,549 $ 21,092 $ 3,457 16.4 % Direct to Consumer 19,595 14,675 4,920 33.5 % Business to Business 33,657 11,026 22,631 205.3 % Corporate and Other/ Non-Allocable 1,132 104 1,028 NM* Total $ 78,933 $ 46,897 $ 32,036 68.3 % *Not meaningful Nine Months Ended March 31, (in thousands) 2022 2021 $ Change % Change Net Revenue Wholesale $ 62,923 $ 55,399 $ 7,524 13.6 % Direct to Consumer 69,316 48,650 20,666 42.5 % Business to Business 83,349 57,704 25,645 44.4 % Corporate and Other/ Non-Allocable 2,643 1,956 687 35.1 % Total $ 218,231 $ 163,709 $ 54,522 33.3 % Three months ended March 31, (in thousands) 2022 2021 $ Change Percent Change Operating Income Wholesale $ 3,270 $ 6,138 $ (2,868 ) (46.7 %) Direct to Consumer 916 1,986 (1,070 ) (53.9 %) Business to Business 10,457 3,391 7,066 208.4 % Corporate and Other/ Non-Allocable (13,759 ) (11,331 ) (2,428 ) 21.4 % Total $ 884 $ 184 $ 700 380.4 % Nine Months Ended March 31, (in thousands) 2022 2021 $ Change Percent Change Operating Income Wholesale $ 12,654 $ 14,760 $ (2,106 ) (14.3 %) Direct to Consumer 14,834 9,997 4,837 48.4 % Business to Business 26,274 18,052 8,222 45.5 % Corporate and Other/ Non-Allocable (34,014 ) (22,751 ) (11,263 ) 49.5 % Total $ 19,748 $ 20,058 $ (310 ) (1.5 %) Case Volume Nine Months Ended March 31, (in thousands) 2022 2021 Unit Change % Change Wholesale 1,072 782 290 37.1 % B2B 452 437 15 3.4 % DTC 307 240 67 27.9 % Total case volume 1,831 1,459 372 25.5 % Vintage Wine Estates, Inc. Reconciliation of Net Income to Adjusted EBITDA (Unaudited) Three Months Ended Nine Months Ended (in thousands) March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021 Net income $ 2,707 $ 626 $ 14,038 $ 15,263 Interest expense 3,729 3,842 10,825 9,173 Income tax provision 958 1,633 5,412 4,517 Depreciation and amortization 8,122 2,439 18,033 7,982 Stock-based compensation expense 1,943 143 1,943 601 Net unrealized/(gain) loss on interest rate swap agreements (4,553 ) (5,589 ) (8,582 ) (8,212 ) (Gain)/loss on disposition of assets 1,099 678 508 (999 ) Gain on litigation proceeds (3,000 ) 905 (3,000 ) (3,845 ) Deferred rent adjustment 47 126 285 376 Incremental public company costs 912 - 3,060 - Acquisition integration costs 243 - 643 - Deferred gain on sale leaseback (1,000 ) (1,000 ) (1,000 ) (1,000 ) Inventory adjustment for casualty losses - 3,302 - 3,302 Transaction expenses - 3,015 - 3,015 COVID related adjustments - - - 100 Inventory acquisition basis adjustment 2,789 8 3,848 97 Adjusted EBITDA $ 13,996 $ 10,128 $ 46,013 $ 30,370 Revenue $ 78,933 $ 46,897 $ 218,231 $ 163,709 Adjusted EBITDA margin 17.7 % 21.6 % 21.1 % 18.6 % Reconciliation of Net Income to Adjusted Net Income (Unaudited) Three Months Ended Nine Months Ended (in thousands) March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021 Net income $ 2,707 $ 626 $ 14,038 $ 15,263 Amortization of intangible assets 1,656 25 3,270 75 Acquisition integration costs 243 - 643 - (Gain)/loss on disposition of assets 1,099 678 508 (999 ) Gain on litigation proceeds (3,000 ) 905 (3,000 ) (3,845 ) COVID related adjustments - - - 100 Inventory acquisition basis adjustment 2,789 8 3,848 97 Tax effect of above (585 ) (339 ) (1,106 ) 960 Non-GAAP net income $ 4,909 $ 1,903 $ 18,201 $ 11,651 Non-GAAP net income per diluted share $ 0.08 $ 0.09 $ 0.30 $ 0.47
  • 05/16/2022

Vintage Wine Estates Taps Tracey Mason to Lead NexDrinx, an Innovative Initiative in Alternative Beverages

  • INCLINE VILLAGE, Nev.--(BUSINESS WIRE)--Vintage Wine Estates, Inc. (Nasdaq: VWE and VWEWW), one of the fastest-growing wine producers in the U.S. with an industry leading direct-to-customer platform, announced the launch of NexDrinx, a new product line initiative focused on the development, marketing and sales of alternative beverage products. “We believe alternative beverages share many synergies with wine, and developing a product category adjacent to our wine business presents an opportunity for further growth with diversification. While we will always be a wine company first and foremost, by leveraging our operational expertise across new categories, we believe we are building greater value as an enterprise,” said Pat Roney, CEO and Founder of Vintage Wine Estates. “NexDrinx creates a product line category exclusively devoted to developing brands in the alternative beverage space that encompasses alternative packaging, flavors and infusions, non-alcohol, low-alcohol, and CBD infused beverages.” The cutting-edge operation will be led by Tracey Mason, in the role of SVP/General Manager. Ms. Mason has successfully created, marketed and sold innovative products in the CPG and adult beverage sectors for over 25 years, with leadership roles in innovation, sales and marketing including most recently as Chief Strategy and Innovation Officer at CannaCraft and CEO of the award-winning, luxury-infused wine from House of Saka. She has created and grown brands for Diageo, Treasury Wine Estates, Epic Wines, Purple Wine and Spirits, as well as the Clos du Val Winery. The NexDrinx portfolio will be anchored by ACE Cider, which was acquired by VWE in November 2021. Plans are to launch new, alcohol-removed, hemp-CBD-infused ACE cider products in the latter half of 2022 leveraging ACE product development and production capabilities as well as its channels to market. In addition, Vintage Wine Estates has acquired intellectual property rights to the women-focused, low-calorie, botanical and cannabinoid-infused sparkling beverage brand, Gem + Jane, from CannaCraft. Launched in 2021, Gem + Jane was previously available only at licensed cannabis dispensaries. The company intends to reformulate Gem + Jane as a hemp CBD and adaptogen-infused product to allow for national retail distribution. House of Saka, co-founded by Ms. Mason in 2018, will also merge into the NexDrinx portfolio, offering a range of ultra-premium, alcohol-free wines and ready-to-drink beverages from Napa Valley. About Vintage Wine Estates, Inc. Vintage Wine Estates is a family of wineries and wines whose mission is to produce the finest quality wines and provide 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 15th largest wine producer in the U.S. selling more than two million nine-liter equivalent cases annually. 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 exclusive brand arrangements with national retailers. While VWE is diverse across price points and varietals with over 50 brands ranging from $10 to $150 at retail, its primary focus is on the fastest growing premium segment of the wine industry with the majority of brands selling in the $10 to $20 price range. The Company regularly posts updates and additional information at www.vintagewineestates.com. Forward-Looking Statements Certain statements contained in this press release are “forward-looking statements” within the meaning of applicable U.S. and Canadian securities laws. Forward-looking statements are all statements other than those of historical fact, and generally may be identified by the use of words such as “believe,” “estimate,” “project,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “continue,” or other similar expressions that indicate future events or trends. These forward-looking statements include, but are not limited to, the ability of the Company to execute its strategy to drive growth, strengthen profitability and deliver value. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the control of VWE. Actual events and circumstances may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from the results expressed or implied by such forward-looking statements include those discussed in the Company’s Annual Report on Form 10-K for the year ended June 30, 2021 and other reports filed from time to time with the SEC. We caution and advise readers not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except as may be required by law.
  • 05/05/2022

Vintage Wine Estates Announces Third Quarter Fiscal 2022 Conference Call and Webcast

  • INCLINE VILLAGE, Nev.--(BUSINESS WIRE)--Vintage Wine Estates, Inc. (Nasdaq: VWE and VWEWW) (“VWE” or the “Company”), one of the fastest-growing wine producers in the U.S. with an industry leading direct-to-customer platform, today announced that it will release its third quarter fiscal year 2022 results after the close of financial markets on Monday, May 16, 2022. The Company will host a conference call and webcast to review the financial and operating results for the period and discuss its corporate strategy and outlook. A question-and-answer session will follow. Third Quarter Fiscal Year 2022 Conference Call Monday, May 16, 2022 4:45 p.m. ET / 1:45 p.m. PT Phone US: 844-200-6205 Phone International: 929-526-1599 Access Code: 108213 Webcast and accompanying slide presentation: ir.vintagewinestates.com An audio replay of the call will be available from approximately 7:45 p.m. ET / 4:45 p.m. PT on the day of the call through Monday, May 30, 2022. To listen to the audio replay, dial 866-813-9403 and enter the conference ID number 311764. Alternatively, you may access the webcast replay at ir.vintagewinestates.com, where a transcript will be posted once available. About Vintage Wine Estates, Inc. Vintage Wine Estates is a family of wineries and wines whose mission is to produce the finest quality wines and provide 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 15th largest wine producer in the U.S. selling more than two million nine-liter equivalent cases annually. 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 exclusive brand arrangements with national retailers. While VWE is diverse across price points and varietals with over 50 brands ranging from $10 to $150 at retail, its primary focus is on the fastest growing premium segment of the wine industry with the majority of brands selling in the $10 to $20 price range. The Company regularly posts updates and additional information at www.vintagewineestates.com.
  • 05/03/2022
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