VWE.U Vintage Wine Estates Inc

Vintage Wine Estates, Inc. (NASDAQ: VWE) (TSX: VWE.U) (TSX: VWE.WT.U) (“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 fourth quarter and fiscal year ended June 30, 2021 (“fiscal 2021”). Results include the additions of Kunde Family Winery (“Kunde”) acquired on April 19, 2021, and The Sommelier Company (“TSC”) acquired on June 22, 2021.

Pat Roney, Founder and Chief Executive Officer, commented, “These have been exciting times for Vintage Wine Estates. We completed the transaction to become a public company and our common stock began trading on the Nasdaq and TSX on June 8, 2021. With this transaction, we added capital to enable us to accelerate consolidation of the fragmented premium brand wine market in the U.S. We believe we clearly demonstrated our ability to execute on our strategy to grow both organically and through acquisitions with our first fiscal year results as a public company. VWE’s key growth drivers are the combination of our omni-channel strategy and acquisition capabilities, which have enabled us to deliver strong, above market growth in revenue and EBITDA. We believe our strategy drives growth, improves profitability and ultimately generates strong cash flow that enables reinvestment for continued expansion.”

He added, “Since becoming a public company has temporarily strained our resources, we are building out our team, outsourcing where needed and implementing processes to improve our capabilities. I believe we are addressing these challenges full on and are entering fiscal 2022 in a strong position to continue to execute on our growth and achieve our vision to be one of the fastest growing vintners in the U.S. offering a broad collection of wines, serving our customers’ lifestyles and interests, all while maintaining a humble and entrepreneurial spirit.”

_______1 Proforma adjusted EBITDA is a non-GAAP measure. Please see related disclosures regarding the use of non-GAAP measures in this news release. 2 Expected proforma adjusted EBTIDA is a forward-looking non-GAAP measure. Please see related disclosures regarding the infeasibility of reconciling forward-looking non-GAAP measures.

Fiscal 2021 Financial Results Review

Revenue and Volume (See additional segment data in the attached tables)

Fiscal 2021 net revenue of $220.7 million was up $30.8 million, or 16.2%, over the prior fiscal year driven by volume growth and improved mix across segments.   Acquisitions contributed $2.3 million in net revenue for the year.

		VWE 9L Equivalent Case Sales by Segment
		Year ended June 30,
(in thousands)		2021				2020			Unit Change		% Change
Wholesale		969				1,037			-68		-6.6	%
B2B		558				411			147		35.8	%
DTC		348				274			74		27.0	%
Total case volume		1,875				1,722			153		8.9	%

Case volume was up 9% for the fiscal year, driven by volume increases in the Business-to-Business (“B2B”) and Direct-to-Customer (“DTC”) segments. Although volume was 6.6% lower in Wholesale, revenue was down just 3.3% as a result of improved mix and the Kunde acquisition. B2B volume grew 35.8% for the year while revenue increased 43.3%, reflecting the Company’s expanded relationships in private label and custom wine production. DTC volume was up 27.0% while revenue increased 19.7% due to the change in mix within the channel which was more oriented toward special programming through a large e-commerce company.   

Gross Profit and Margin

Gross profit was up $3.7 million to $75.4 million, an increase of 5.2%. Gross margin of 34.1% was impacted by atypical yearend inventory adjustments of approximately $9.0 million (11.9% impact on margin), primarily related to the impact of wildfires on the 2020 harvest and product mix, as well as a $4.8 million gain from litigation proceeds. The shift in mix to greater B2B volume, which is the lowest gross margin business, combined with a shift of channels within the DTC segment had an approximate 5.5% impact on margin.

Operating Expenses

Operating expenses increased $2.3 million, or 3.6%, to $66.2 million. Gains realized from the dispositions of assets, litigation proceeds and remeasurement of contingent consideration liabilities partially offset the $7.8 million, or 12.1%, increase in selling, general and administrative expenses (“SG&A”). Higher SG&A reflected incremental costs related to the going-public and business combination transaction, increased personnel costs, higher insurance costs, and elevated freight costs.

Operating and Net Income

Income from operations increased 18.6% to $9.2 million. Operating margin for fiscal 2021 was 4.2%, up 8 basis points from fiscal 2020. Mix, inventory adjustments related to the impact of wildfires in the 2020 harvest and transaction expenses were the primary impacts on operating income and margin, partially offset by gains on asset dispositions, litigation proceeds and a sale leaseback.

Interest expense for fiscal 2021 was $11.6 million, down $3.8 million, or 24.9%, as a result of lower realized rates and a lower average balance. In fiscal 2021, VWE recognized $6.6 million for the forgiveness of the loan granted under the Paycheck Protection Program and $6.1 million in unrealized gain on interest rate swap agreements.

Net income available to VWE common shareholders for fiscal 2021 was $4.1 million, significantly improved over the loss of $14.7 million in the prior year. On a per diluted share basis, net income available to VWE common shareholders was $0.14 for fiscal 2021.

Adjusted EBITDA

Adjusted EBITDA for fiscal 2021 was $39.2 million, or 17.7% of net revenue, delivering growth of 42.0% over the prior fiscal year adjusted EBITDA of $27.5 million.

On a pro forma basis, which includes the acquisitions as if owned for the full fiscal year, adjusted EBITDA was $46.4 million and pro forma adjusted EBITDA margin was 19.3% exceeding its previous guidance of pro forma adjusted EBITDA of $46.1 million.

NOTE: Adjusted EBITDA, pro forma adjusted EBITDA and adjusted EBITDA margin are all non-GAAP metrics. Please see the relevant disclosures and reconciliations of GAAP to non-GAAP measures in the tables that accompany this release.

Fourth Quarter 2021 Financial Results Review

Revenue for the quarter was up 36.8% to $57.0 million driven by strength in all segments. Acquired revenue was $2.3 million in the quarter and was primarily in Wholesale and DTC. Gross profit of $11.1 million, or 19.5% of sales, reflected the impact of approximately $9.0 million in atypical yearend inventory adjustments primarily in the fourth quarter, as well as the shift in sales mix. B2B net revenue grew 51.5% to $19.7 million in the quarter and represented 34.6% of revenue, higher than the historical average, as a result of strong growth in private label and custom wine programs, which are lower margin business. DTC net revenue grew 17.8% in the quarter with high volume growth in special programming through a large e-commerce company.

Operating loss in the quarter of $10.9 million primarily resulted from the $9.0 million of inventory adjustments, $1.5 million in costs related to the impacts of a delayed brand launch during COVID restrictions, $1.3 million of going-public and business combination transaction expenses and $1.1 million associated with the impairment of intangible assets.

Net loss allocable to VWE common shareholders for the fourth quarter of fiscal 2021 was $6.1 million compared with net income of $0.7 million in the prior-year period. On a per diluted share basis, net loss allocable to VWE common shareholders was $0.18 for the fourth quarter.

Adjusted EBITDA for the fourth quarter was $8.8 million, or 15.4% of net revenue, delivering growth of 12.8% over the prior-year period. Adjusted EBITDA growth was driven by strong sales growth offset somewhat by a shift in sales mix.

Strong Balance Sheet with Financial Flexibility

Successful Business Combination Provides Financial Strength to Fund Growth Plans

On June 7, 2021, Vintage Wine Estates and Bespoke Capital Acquisition Corp., combined to form Vintage Wine Estates, Inc.

The transaction enabled the paydown of $131 million in debt and infused $70 million of cash into the Company.

Liquidity

At fiscal year end, the Company had approximately $234 million in liquidity available for organic investments and acquisitions. This included $118.9 million in unrestricted cash and approximately $115 million available under its revolving line of credit.

Capital Investments

Capital expenditures in fiscal 2021 were $38.3 million and included investments made to nearly double bottling capacity to 13.5 million cases per year and consolidate warehousing to drive efficiencies. Capital expenditures for fiscal 2022 are expected to be approximately $5 million to $9 million.

Fiscal Year 2022 Outlook

Mr. Roney concluded, “As a leading vintner in the U.S., we believe we have the right strategy to continue our above industry average growth, are building the team to execute on our plan and are innovating with quality brands that give us a competitive advantage in this growing market. In addition, the VWE acquisition pipeline is very robust. We had initially expected to close one to two acquisitions per year, but now believe we can up that pace to three per year in fiscal 2022. There’s a great deal of opportunity to increase our presence in the fragmented and fast-growing luxury and premium wine markets. In this space, we believe we can create more value for both the consumer and our shareholders.”

For fiscal 2022, the Company expects to continue its growth both organically and through acquisitions:

• Expects pro forma net revenue of approximately $265 million to $275 million and
• Expects pro forma adjusted EBITDA of approximately $63 million to $65 million representing adjusted EBITDA margin of approximately 24%

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 Information in this press release and the Company’s filings with the SEC.

Acquisition of Vinesse

In a separate release today, VWE announced plans to acquire Vinesse, LLC a long-standing direct to consumer platform company specializing in wine clubs with over 60,000 members. The acquisition further strengthens VWE’s portfolio and position as a leader in the direct-to-consumer wine market. The acquisition is expected to close on October 1, 2021.

Material Weakness and Filing of Annual Report on Form 10-K

During the annual audit process, VWE identified that it had a material weakness related to the process and controls surrounding inventory. Specifically, the Company did not have effective business processes and controls to perform reconciliations of certain inventory-related account balances. The Company is actively pursuing resources necessary to remediate this deficiency.

The Company filed a Form 12b-25 with the Securities and Exchange Commission noting it would require additional time to complete its Annual Report on Form 10-K. Personnel shortages, the untimely death of a key staff member and turnover in its finance and accounting department encumbered efforts to complete the year end closing activities on time to meet the September 28, 2021 10-K filing due date. VWE expects to file its Annual Report on Form 10-K within the allowed 15-day extension period.

Conference Call and Webcast

The Company will host a conference call to discuss these results tomorrow, September 29, 2021, at 10:00 AM ET/ 7:00 AM PT. Investors interested in participating in the live call can dial 646-904-5544 and use access code 925261.

There will also be a simultaneous, live webcast available on the Investor Relations section of the Company’s website at https://ir.vintagewineestates.com/. The webcast will be archived as well for replay and 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 $12 to $20 price range. The Company regularly posts updates and additional information at  https://www.vintagewineestates.com/.

Non-GAAP Financial MeasuresIn addition to reporting net income, a U.S. generally accepted accounting principle (“GAAP”), VWE uses Adjusted EBITDA 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, including COVID-related adjustments. On a pro forma basis, Adjusted EBITDA gives effect to the acquisition of Kunde and TSC, as if the acquisitions had occurred on July 1, 2020.

Adjusted EBITDA is not a recognized measure of financial performance under GAAP. VWE believes this non-GAAP measure provides investors with additional insight into the underlying trends of VWE’s business and assists 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 has certain limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of results as reported under U.S. GAAP.   Adjusted EBITDA, as presented, may produce results that vary from the GAAP measure and may not be comparable with a similarly defined non-GAAP measure used by other companies.

In evaluating Adjusted EBITDA, 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 should not be construed as an implication that future results will be unaffected by the types of items excluded from the calculation of Adjusted EBITDA.  

Forward-Looking StatementsSome 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 and statements regarding estimates of inventory adjustments and possibility of other further adjustments, regarding the timing required to finalize them, determination of the periods to which they relate and the possibility of other adjustments in the audit process or our financial reporting process generally. 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 results of the Company’s internal and external audit and other financial reporting procedures, whether VWE is able to complete them by October 13, 2021 as currently expected, the Company’s ability to remediate the material weakness in internal control over financial reporting and to maintain effective internal control over financial reporting, including the ability to recruit and train audit, accounting and other personnel, 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; failure to realize the anticipated benefits of combination with Bespoke Capital Acquisition Corp.; 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 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 documents of VWE filed, or to be filed, with the U.S. Securities and Exchange Commission (“SEC”) or Canadian securities regulatory authorities. 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.

Contacts:

Investorsir@vintagewineestates.com

MediaMary Ann VangrinMVangrin@vintagewineestates.com

Vintage Wine Estates, Inc.Condensed Consolidated Balance Sheets(Unaudited, except shares and per share data)

		June 30, 2021				June 30, 2020
		(Unaudited)
ASSETS
Current assets
Cash and restricted cash		$	123,679,000			$	1,750,500
Accounts receivable, net			14,639,000				10,197,800
Related party receivables			-				1,080,800
Other receivables			14,044,000				9,588,300
Inventories			221,145,000				206,457,400
Prepaid expenses and other current assets			8,538,000				4,423,100
Total current assets			382,045,000				233,497,900
Property, plant, and equipment, net			213,673,000				162,172,500
Goodwill			109,895,000				87,122,900
Intangible assets, net			36,079,000				26,110,200
Other assets			1,221,000				2,783,000
Total assets		$	742,913,000			$	511,686,500
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
Current liabilities
Line of credit		$	87,351,000			$	162,544,500
Accounts payable			16,716,000				15,124,800
Accrued liabilities and other payables			25,078,000				13,325,400
Related party liabilities			-				12,214,900
Current maturities of long-term debt			17,052,000				16,298,400
Total current liabilities			146,197,000				219,508,000
Other long-term liabilities			2,767,000				1,057,000
Long-term debt, less current maturities			189,453,000				143,039,000
Interest rate swap liabilities			13,807,000				19,943,200
Deferred tax liability			16,752,000				5,686,700
Deferred gain			12,000,000				13,334,800
Total liabilities			380,976,000				402,568,700
Redeemable noncontrolling interest			1,681,700				1,381,700
Stockholders' equity
Common stock, no par value, 10,000,000, and 872,931 shares authorized; and issued and outstanding, respectively			-				-
Common stock, no par value, 200,000,000 shares authorized, 60,461,611 issued and outstanding at June 30, 2021 and 2020, respectively.			-				-
Additional paid-in capital			528,274,000				92,939,400
Retained earnings			(167,541,700	)			15,191,300
Total Vintage Wine Estates, Inc. stockholders' equity			360,732,300				108,130,700
Noncontrolling interests			(477,000	)			(394,600	)
Total stockholders' equity			360,255,300				107,736,100
Total liabilities, redeemable noncontrolling interest and stockholders' equity		$	742,913,000			$	511,686,500

Vintage Wine Estates, Inc.Condensed Consolidated Statements of Operations(Unaudited, except shares and per share data)

	VINTAGE WINE ESTATES, INC. and SUBSIDIARIES
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
		Three months ended June 30,								Year ended June 30,
			2021				2020				2021				2020
		(Unaudited)								(Unaudited)
	Net Revenue
	Wine and spirits	$	45,245,900			$	33,460,900			$	177,331,400			$	155,740,600
	Nonwine		11,787,600				8,238,300			$	43,411,000				34,178,000
	TOTAL NET REVENUE		57,033,500				41,699,200				220,742,400				189,918,600
	Cost of Revenue
	Wine and spirits		37,170,100				19,831,500			$	119,350,000				98,235,800
	Nonwine		8,753,400				4,984,900			$	26,041,000				20,050,900
	Total Cost of Revenue		45,923,500				24,816,400				145,391,000				118,286,700
	GROSS PROFIT		11,110,000				16,882,800				75,351,400				71,631,900
	Selling, general, and administrative expenses		21,573,000				14,024,100				72,505,400				64,698,800
	Impairment of intangible assets and goodwill		1,081,000				1,281,000				1,081,000				1,281,000
	(Gain) loss on disposition of assets		(337,400	)			(1,161,200	)			(2,336,000	)			(1,051,700	)
	Gain on litigation proceeds		-				-				(4,750,000	)			-
	Gain on remeasurement of contingent consideration liabilities		(328,800	)			(1,034,500	)			(328,800	)			(1,034,500	)
	INCOME FROM OPERATIONS		(10,877,800	)			3,773,400				9,179,800				7,738,300
	OTHER INCOME (EXPENSE)
	Interest expense		(2,407,800	)			(2,329,400	)			(11,581,000	)			(15,422,100	)
	Net unrealized gain (loss) on interest rate swap agreements		(2,076,200	)			(1,830,200	)			6,136,000				(12,945,200	)
	Gain on Paycheck Protection Program loan forgiveness		6,604,200				-				6,604,200
	Other, net		(168,600	)			481,100				515,000				971,900
	TOTAL OTHER EXPENSE, NET		1,951,600				(3,678,500	)			1,674,200				(27,395,400	)
	INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		(8,926,200	)			94,900				10,854,000				(19,657,100	)
	INCOME TAX BENEFIT (PROVISION)		3,750,400				1,927,200				(766,600	)			9,957,000
	NET INCOME (LOSS)		(5,175,800	)			2,022,100				10,087,400				(9,700,100	)
	Net loss (income) attributable to the noncontrolling interests		126,500				(75,600	)			(217,000	)			(41,200	)
	NET INCOME (LOSS) ATTRIBUTABLE TO VINTAGE WINE ESTATES, INC.		(5,049,300	)			1,946,500				9,870,400				(9,741,300	)
	Accretion on redeemable Series B stock		1,025,300				1,237,700				5,785,000				4,978,000
	NET INCOME (LOSS) ALLOCABLE TO COMMON STOCKHOLDERS	$	(6,074,600	)		$	708,800			$	4,085,400			$	(14,719,300	)
	Net earnings (loss) per share allocable to common stockholders
	Basic	$	(0.18	)		$	0.03			$	0.14			$	(0.67	)
	Diluted	$	(0.18	)		$	0.03			$	0.14			$	(0.67	)
	Weighted average shared used in the calculation of earnings (loss) per share allocable to common stockholders
	Basic		33,056,071				21,920,583				24,696,828				21,920,583
	Diluted		33,056,071				22,131,834				25,179,502				21,920,583

Vintage Wine Estates, Inc.Segment Data(Unaudited)

	Net Revenue
		Three months ended June 30,
	Net Revenue		2021				2020			$ Change				% Change
	Wholesale	$	17,509,200			$	13,470,700			$	4,038,500			30.0	%
	Direct to Consumer		17,954,400				15,238,900				2,715,500			17.8	%
	Business to Business		19,736,200				13,023,600				6,712,600			51.5	%
	Other/ Non-Allocable		1,833,700				(34,000	)			1,867,700			(5,493.2	%)
	Total	$	57,033,500			$	41,699,200			$	15,334,300			36.8	%
		Year ended June 30,
	Net Revenue		2021				2020			$ Change				% Change
	Wholesale	$	72,907,700			$	75,434,700			$	(2,527,000	)		(3.3	%)
	Direct to Consumer		66,604,800				55,638,600				10,966,200			19.7	%
	Business to Business		77,440,100				54,056,300				23,383,800			43.3	%
	Other/ Non-Allocable		3,789,800				4,789,000				(999,200	)		(20.9	%)
	Total	$	220,742,400			$	189,918,600			$	30,823,800			16.2	%
	Operating Income
		Three months ended June 30,
	Operating Income		2021				2020			$ Change				% Change
	Wholesale	$	284,200			$	3,488,300			$	(3,204,100	)		(91.9	%)
	Direct to Consumer	$	1,438,500			$	3,043,200				(1,604,700	)		(52.7	%)
	Business to Business	$	(107,900	)		$	3,980,800				(4,088,700	)		(102.7	%)
	Other/ Non-Allocable	$	(12,492,600	)		$	(6,738,900	)			(5,753,700	)		85.4	%
	Total	$	(10,877,800	)		$	3,773,400			$	(14,651,200	)		(388.3	%)
		Year ended June 30,
	Operating Income		2021				2020			$ Change				% Change
	Wholesale	$	15,044,400			$	14,776,700			$	267,700			1.8	%
	Direct to Consumer		11,435,800				7,149,400				4,286,400			60.0	%
	Business to Business		17,943,900				14,783,300				3,160,600			21.4	%
	Other/ Non-Allocable		(35,244,300	)			(28,971,100	)			(6,273,200	)		21.7	%
	Total	$	9,179,800			$	7,738,300			$	1,441,500			18.6	%

Vintage Wine Estates, Inc.Reconciliation of Non-GAAP Financial Measures(Unaudited)

	Three Months Ended								Year Ended
	June 30, 2021				June 30, 2020				June 30, 2021				June 30, 2020
Net income/(loss)	$	(5,175,800	)		$	2,022,100			$	10,087,400			$	(9,700,100	)
Interest expense		2,407,900				2,329,400				11,581,000				15,422,100
Income tax provision/(benefit)		(3,750,400	)			(1,927,200	)			766,600				(9,957,000	)
Depreciation and amortization		4,189,500				3,533,200				11,921,300				11,804,800
Amortization of label design fees/customer lists		339,700				111,600				590,200				260,400
Gain on litigation proceeds		-				-				(3,845,000	)			-
Smoke taint reserve vineyard		-				-				-				4,859,000
Stock-based compensation expense		2,733,000				(116,200	)			3,334,100				289,300
Inventory adjustments for wildfire impact - vineyard		-				-				3,301,700				-
Inventory adjustment for wildfire impact - winery overhead		9,000,000								9,000,000
PPP loan forgiveness		(6,604,200	)			-				(6,604,200	)			0
Net unrealized/(gain) loss on interest rate swap agreements		2,076,200				1,830,200				(6,136,000	)			12,945,200
(Gain)/loss on disposition of assets		(337,100	)			(1,161,200	)			(2,336,000	)			(1,051,700	)
Deferred rent adjustment		(23,300	)			124,500				352,300				500,100
Transaction expenses		1,324,200				-				4,339,000				-
Impairment of intangible assets		1,081,000				1,281,000				1,081,000				1,281,000
Remeasurement of contingent consideration liabilities		(328,800	)			(1,034,500	)			(328,800	)			(1,034,500	)
Post acquisition write down		109,000				434,000				109,000				434,000
COVID impact		1,462,500				200,000				1,562,500				200,000
Inventory acquisition basis adjustment		303,600				152,900				401,100				1,271,000
Adjusted EBITDA	$	8,807,000			$	7,779,800			$	39,177,200			$	27,523,600
Revenue	$	57,033,500			$	41,699,200			$	220,742,400			$	189,918,600
Adjusted EBITDA Margin		15.4	%			18.7	%			17.7	%			14.5	%

Use of Non-GAAP MeasuresIn addition to results determined in accordance with GAAP, the Company uses EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin to supplement GAAP measures of performance to evaluate the effectiveness of its business strategies. These metrics are also frequently used by analysts, investors and other interested parties to evaluate companies in the industry, when considered alongside other GAAP measures.

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, non-recurring, or other items included in net income that the Company does not consider indicative of its ongoing operating performance, including COVID-related adjustments. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by net revenue.

Vintage Wine Estates, Inc.Reconciliation of Pro Forma Non-GAAP Financial Measures(Unaudited)

		Year Ended June 30,
			2021				2020
Net Revenue		$	220,742,400			$	189,918,600
Pro forma adjustment for full year impact of Kunde			14,469,000
Pro forma adjustment for full year impact of The Sommelier Company			5,085,000
Pro Forma Adjustments			19,554,000
Pro Forma Net Revenue		$	240,296,400			$	189,918,600
Adjusted EBITDA
Net income/(loss)		$	10,087,400			$	(9,700,100	)
Income tax provision/(benefit)			766,600				(9,957,000	)
Interest expense			11,581,000				15,422,100
PPP loan forgiveness			(6,604,200	)			-
Net unrealized/(gain) loss on interest rate swap agreements			(6,136,000	)			12,945,200
Stock-based compensation expense			3,334,100				289,300
Depreciation and amortization			11,921,300				11,804,800
Amortization of label design fees/customer lists			590,200				260,400
Impairment of intangible assets			1,081,000				1,281,000
Gain on litigation proceeds			(3,845,000	)			-
Remeasurement of contingent consideration liabilities			(328,800	)			(1,034,500	)
(Gain)/loss on disposition of assets			(2,336,000	)			(1,051,700	)
Deferred rent adjustment			352,300				500,100
Transaction expenses			4,339,000				-
Smoke taint reserve vineyard			-				4,859,000
Inventory adjustments for wildfire impact - vineyard			3,301,700				-
Inventory adjustment for wildfire impact - winery overhead			9,000,000				-
Post acquisition write down			109,000				434,000
Inventory acquisition basis adjustment			401,100				1,271,000
COVID impact			1,562,500				200,000
Adjusted EBITDA		$	39,177,200			$	27,523,600
Pro forma adjustment for full year impact of Kunde			4,065,000
Pro forma adjustment for full year impact of The Sommelier Company			3,174,000
Pro Forma Adjustments			7,239,000
Pro Forma Adjusted EBITDA		$	46,416,200			$	27,523,600
Pro Forma Adjusted EBITDA Margin			19.3	%			14.5	%
NOTE:
On a pro forma basis, Adjusted EBITDA gives effect to the acquisition of Kunde and TSC, as if the acquisitions had occurred on July 1, 2020.
Pro forma net revenue and EBITDA adjustments for Kunde were $14,469,000 and $4,065,000, respectively. The adjustments reflect the financials for the period from July 1, 2020 to April 18, 2021 - i.e., the period prior to its acquisition on April 19, 2021.
Pro forma net revenue and EBITDA adjustments for The Sommelier Company were $5,085,000 and $3,174,000, respectively. The Sommelier Company was acquired on June 22, 2021. The financials reflect The Sommelier Company management accounts for the 12-month period ended April 30, 2021.