Vintage Wine Estates Reports Second Quarter Fiscal 2024 Results

• Generated $11.9 million in cash from operations in the quarter
• Granted additional time to regain compliance with Nasdaq minimum bid price listing requirement

Vintage Wine Estates, Inc. (NASDAQ:VWE) ("VWE" or the "Company"), one of the top wine producers in the U.S., today reported its financial results for the three and six months ended December 31, 2023 ("second quarter fiscal 2024").

Seth Kaufman, President and CEO, commented, "We are intensely focused on our priorities to aggressively execute our turnaround plan as we transform into a nimble, omnichannel wine company that offers a unique portfolio of the highest quality Super Premium+ products in the U.S. Cash generation in the second quarter validates our efforts to monetize inventory and better manage working capital. We have accelerated our efforts to preserve cash through restructuring and have taken measurable steps towards streamlining the business to a competitively advantaged, defensible core portfolio. We are actively working to sell assets to reduce debt and continue to optimize operations to further improve cash generation."

Mr. Kaufman went on to say, "I am encouraged with the progress we are making with our asset sales process given the quantity and quality of our discussions with prospective buyers. Our concerted effort has resulted in numerous attractive indications of interest, bids and a non-binding letter of intent across stand-alone DTC operations, certain production services businesses, and other non-core assets. The sale of these assets will provide cash to reduce debt and we believe will simultaneously help us to substantially reduce costs which have been elevated by these less profitable businesses. We expect the simplification of our operations will also enable us to better deploy human and financial resources to create an omnichannel business that leverages our market access across wholesale partners, tasting rooms, wine clubs and ecommerce in order to acquire, engage, retain, and delight consumers. We expect the restructured foundation of our enterprise that we are working toward will result in a meaningfully smaller revenue base that can ultimately support faster growth while delivering profitability more in line with best-in-class branded beverage alcohol businesses."

Second Quarter Fiscal 2024 Financial Results Review (compared with restated prior-year period unless otherwise noted)

Net revenue was $68.0 million, down $10.4 million across all business segments. Approximately 58%, or $7.0 million, of the decline was related to the impact of simplification and reallocation of resources including $3.6 million lower in bulk whiskey sales. Other factors impacting revenue were customer program timing and softer end market demand. Cost of goods sold was $83.0 million, which included a $32.3 million provision for inventory comprised of reducing the value of non-core products and aged inventory as well as bulk wine inventory related to the company's narrowed brand focus.

SG&A, which excludes amortization expense, decreased $6.9 million to $25.3 million. Lower SG&A reflects lower stock-based compensation expense, reduced marketing expenses on non-core product lines, improved freight management and tighter cost controls. Loss from operations in the quarter was $40.7 million.

Interest expense was $6.1 million, an increase of $0.5 million, or 8.3%, on higher interest rates.

Net loss attributable to VWE common stockholders was $49.4 million, compared with $129.1 million in the prior-year period. On a per diluted share basis, net loss attributable to VWE common stockholders was $(0.83) compared with net loss of $(2.19) per diluted share in the prior-year period.

Second quarter fiscal 2024 adjusted EBITDA¹ was $(28.8) million compared with adjusted EBITDA of $5.0 million in the prior-year period.

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¹ As referenced here and throughout the release, adjusted EBITDA is a non-GAAP measure. Please see related disclosures regarding the use of non-GAAP measures in this news release.

Balance Sheet and Cash Generation

Cash from operations in the second quarter was $11.9 million reflecting inventory reductions, aggressive efforts to collect receivables and carefully managing payables. Inventories were down $44.1 million, or 22%, from September 30, 2023. The decline reflects the $32.3 million reserve as well as monetization of non-core and aged inventory. Property, plant and equipment was reduced by $27.5 million primarily as a result of $26.4 million in net assets being categorized as held for sale at December 31, 2023.

As of December 31, 2023, the Company had $21.4 million in cash and $305.6 million of current debt outstanding. Total debt increased $2.3 million from $303.3 million at June 30, 2023 but decreased $3.9 million from $309.5 million at September 30, 2023. The Company announced on March 5, 2024 that its lender group has accepted its plans to reorganize and dispose of certain assets and has provided an agreement to forbear exercising their rights and remedies under the Second Amended and Restated Loan and Security Agreement as amended on October 12, 2023 (the "Second A&R Loan and Security Agreement"), in respect of, or arising out of, certain defaults under the Second A&R Loan and Security Agreement until the earlier of March 31, 2024 or in the event of any other event of default other than those designated in the agreement. As previously disclosed, the Second A&R Loan and Security Agreement currently has principal amounts outstanding of $324.3 million at February 29, 2024. The forbearance agreement provides flexibility for the Company to continue executing the previously announced restructuring and transformation while working with its lenders on an amended credit agreement. If the Company does not meet the terms of the forbearance agreement or if the events of default continue past the term of the forbearance agreement, and if the agent and lenders accelerate the maturity of the debt thereunder, the Company does not have sufficient cash to repay the outstanding debt.

At December 31, 2023, approximately 40% of debt was hedged at a blended rate of 2.3% until 2025.

180-day extension to continue trading on Nasdaq and regain compliance

The Company's application for transfer to the Capital Markets was approved by Nasdaq. VWE received confirmation today that it has been granted an additional 180-day extension for the Company to regain compliance with the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1), which requires the bid price of VWE Common Shares to close at or above US$1.00 per share for a minimum of 10 consecutive business days. The Company now has until September 9, 2024 to regain compliance. The Company filed a Form 8-K on September 19, 2023 regarding its receipt of notice from The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company was not in compliance with the minimum bid price requirement.

About Vintage Wine Estates, Inc.

Vintage Wine Estates brings to market a unique portfolio of cider and Super Premium+ wines at $15+ per bottle. The Company focuses on building enduring and differentiated brands that resonate with consumers to generate increasing organic demand in the U.S. It leverages brand-affiliated wine clubs, tasting rooms, and owned ecommerce sites in conjunction with deep wholesale relationships to offer consumers a holistic, omnichannel experience. VWE's ambition is to be one of the fastest growing players in the branded wine space with best-in-class profitability and consistent cash generation to create value for all stakeholders. The Company is doubling down on a culture that is uniquely consumer-centric and intensely data-driven in service of over fifteen core wine brands spanning approachably priced lifestyle labels and high-scoring premium brands.

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. Beginning for the three months ended September 30, 2023, Adjusted EBITDA is defined as net income (loss) attributable to common stockholders 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. Prior to the three months ended September 30, 2023, we used net income (loss) in our calculation of Adjusted EBITDA. We believe the use of net income (loss) attributable to common stockholders in our calculation of Adjusted EBITDA is more helpful than net income (loss) in evaluating our operating performance because it excludes amounts attributable to non-controlling interests. Adjusted EBITDA margin is the ratio of adjusted EBITDA to net revenue. Presentations of Adjusted EBTDA EBITDA and Adjusted EBTDA EBITDA margin for prior periods have been recast to conform to the current period presentation. Adjusted net income/(loss) is defined as net income/(loss) attributable to common stockholders 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 volume 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 "believe," "intent," "may," "plan," "should," "can," "expect," "continue," "working," "will," or other similar expressions that indicate future events or trends. These forward-looking statements include, but are not limited to, statements related to business plans and strategies; the ability of the company to monetize non-core assets and for such monetization to generate cash to reduce debt and optimize operations; the timing and expectations related to the sales process including the work to sell stand-along DTC operations, certain production service businesses, and other non-core assets including through indications of interests, bids, and the non-binding letter of intent; the ability of the Company to simplify its business and for such simplification to allow it to leverage its human and financial resources; the ability of the Company to restructure its foundation and for such foundation to support faster growth and deliver profitability; the grant of an additional compliance period to regain compliance with Nasdaq listing requirements; the ability of the company to remain in compliance with the forbearance agreement and cure its events of default before the term of the forbearance agreement; the ability of and timing related to VWE entering into an amendment to its credit agreement with its lenders. 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 ability to continue as a going concern; the Company's ability to deleverage within the anticipated time frame or at all and its ability to regain and remain in compliance with the covenants in its credit agreement, or satisfy its other contractual arrangements, including the forbearance agreement with its lenders; the ability of the Company to regain compliance with Nasdaq continued listing requirements; the Company's limited experience operating as a public company; the time and expense associated with any necessary remediation of control deficiencies; the ability of the Company to effectively execute its strategic plans to reimagine the Company; 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 pandemics, or other outbreaks that could disrupt 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.

Financial Tables Follow.

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