Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 01, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 000-54866 | |
Entity Registrant Name | CRIMSON WINE GROUP, LTD. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-3607383 | |
Entity Address, Address Line One | 5901 Silverado Trail | |
Entity Address, City or Town | Napa | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94558 | |
City Area Code | 800 | |
Local Phone Number | 486-0503 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 22,524,185 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Central Index Key | 0001562151 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 31,381 | $ 29,314 |
Investments available for sale | 10,748 | 8,507 |
Accounts receivable, net | 8,547 | 7,906 |
Inventory | 55,539 | 57,554 |
Other current assets | 1,859 | 2,349 |
Assets held for sale | 0 | 555 |
Total current assets | 108,074 | 106,185 |
Property and equipment, net | 111,406 | 113,683 |
Goodwill | 1,262 | 1,262 |
Intangible and other non-current assets, net | 8,654 | 9,238 |
Total non-current assets | 121,322 | 124,183 |
Total assets | 229,396 | 230,368 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 13,487 | 9,419 |
Customer deposits | 1,305 | 270 |
Current portion of long-term debt, net of unamortized loan fees | 1,127 | 3,388 |
Total current liabilities | 15,919 | 13,077 |
Long-term debt, net of current portion and unamortized loan fees | 19,081 | 21,201 |
Deferred tax liability, net | 870 | 477 |
Other non-current liabilities | 9 | 93 |
Total non-current liabilities | 19,960 | 21,771 |
Total liabilities | 35,879 | 34,848 |
Commitments and contingencies (Note 14) | ||
Stockholders’ Equity | ||
Common shares, par value $0.01 per share, authorized 150,000,000 shares; 22,524,185 and 23,243,476 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 225 | 232 |
Additional paid-in capital | 277,639 | 277,550 |
Accumulated other comprehensive income | 6 | 13 |
Accumulated deficit | (84,353) | (82,275) |
Total stockholders’ equity | 193,517 | 195,520 |
Total liabilities and stockholders’ equity | $ 229,396 | $ 230,368 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common shares, shares issued (in shares) | 22,524,185 | 23,243,476 |
Common shares, shares outstanding (in shares) | 22,524,185 | 23,243,476 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 17,137 | $ 15,867 | $ 49,109 | $ 43,922 |
Cost of sales | 9,557 | 11,411 | 27,548 | 29,159 |
Gross profit | 7,580 | 4,456 | 21,561 | 14,763 |
Operating expenses: | ||||
Sales and marketing | 3,875 | 3,316 | 10,670 | 10,729 |
General and administrative | 3,081 | 2,602 | 9,795 | 8,315 |
Total operating expenses | 6,956 | 5,918 | 20,465 | 19,044 |
Net loss (gain) on disposal of property and equipment | 11 | (40) | (16) | 137 |
Restructuring costs | 0 | 114 | 0 | 1,424 |
Income (loss) from operations | 613 | (1,536) | 1,112 | (5,842) |
Other (expense) income: | ||||
Interest expense, net | (292) | (328) | (723) | (765) |
Gain on extinguishment of debt | 0 | 0 | 3,863 | 0 |
Other income, net | 47 | 109 | 305 | 395 |
Total other (expense) income, net | (245) | (219) | 3,445 | (370) |
Income (loss) before income taxes | 368 | (1,755) | 4,557 | (6,212) |
Income tax provision (benefit) | 84 | (459) | 402 | (1,831) |
Net income (loss) | $ 284 | $ (1,296) | $ 4,155 | $ (4,381) |
Basic weighted-average shares outstanding (in shares) | 22,524 | 23,243 | 22,901 | 23,243 |
Fully diluted weighted-average shares outstanding (in shares) | 22,834 | 23,243 | 23,064 | 23,243 |
Basic earnings (loss) per share (in dollars per share) | $ 0.01 | $ (0.06) | $ 0.18 | $ (0.19) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.01 | $ (0.06) | $ 0.18 | $ (0.19) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 284 | $ (1,296) | $ 4,155 | $ (4,381) |
Other comprehensive (loss) income: | ||||
Net unrealized holding (losses) gains on investments arising during the period, net of tax | (1) | (16) | (7) | 13 |
Comprehensive income (loss) | $ 283 | $ (1,312) | $ 4,148 | $ (4,368) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Net cash flows from operating activities: | ||
Net income (loss) | $ 4,155 | $ (4,381) |
Adjustments to reconcile net income (loss) to net cash provided by operations: | ||
Depreciation and amortization of property and equipment | 4,810 | 5,376 |
Amortization of intangible assets | 965 | 965 |
Loss on write-down of inventory | 901 | 2,717 |
Provision for doubtful accounts | 0 | 98 |
Net loss (gain) on disposal of property and equipment | (16) | 137 |
Restructuring charges | 0 | 1,424 |
Provision (benefit) for deferred income taxes | 395 | (88) |
Stock-based compensation | 89 | 21 |
Gain on extinguishment of debt | (3,863) | 0 |
Net change in operating assets and liabilities: | ||
Accounts receivable | (641) | 3,759 |
Inventory | 1,114 | 769 |
Other current assets | 611 | (1,977) |
Other non-current assets | (30) | 136 |
Accounts payable and accrued liabilities | 3,792 | (535) |
Customer deposits | 1,044 | 894 |
Other non-current liabilities | (84) | (115) |
Net cash provided by operating activities | 13,242 | 9,200 |
Net cash flows from investing activities: | ||
Purchase of investments available for sale | (9,250) | (7,250) |
Redemptions of investments available for sale | 7,000 | 8,500 |
Acquisition of property and equipment | (2,310) | (2,582) |
Proceeds from disposals of property and equipment | 195 | 1,940 |
Net cash (used in) provided by investing activities | (4,365) | 608 |
Net cash flows from financing activities: | ||
Proceeds from PPP term loan | 0 | 3,820 |
Principal payments on long-term debt | (570) | (1,140) |
Repurchase of common stock | (6,240) | 0 |
Net cash (used in) provided by financing activities | (6,810) | 2,680 |
Net increase in cash and cash equivalents | 2,067 | 12,488 |
Cash and cash equivalents - beginning of period | 29,314 | 12,986 |
Cash and cash equivalents - end of period | 31,381 | 25,474 |
Cash paid during the period for: | ||
Interest, net of capitalized interest | 624 | 1,242 |
Income tax payments, net | 0 | 0 |
Non-cash investing and financing activity: | ||
Unrealized holding (losses) gains on investments, net of tax | (7) | 13 |
Acquisition of property and equipment accrued but not yet paid | 302 | 200 |
PPP loan and accrued interest forgiven by the SBA | $ 3,863 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance (in shares) at Dec. 31, 2019 | 23,243,476 | ||||
Balance at Dec. 31, 2019 | $ 201,899 | $ 232 | $ 277,522 | $ 12 | $ (75,867) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (4,381) | (4,381) | |||
Other comprehensive income (loss) | 13 | 13 | |||
Stock-based compensation | 21 | 21 | |||
Balance (in shares) at Sep. 30, 2020 | 23,243,476 | ||||
Balance at Sep. 30, 2020 | 197,552 | $ 232 | 277,543 | 25 | (80,248) |
Balance (in shares) at Jun. 30, 2020 | 23,243,476 | ||||
Balance at Jun. 30, 2020 | 198,857 | $ 232 | 277,536 | 41 | (78,952) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (1,296) | (1,296) | |||
Other comprehensive income (loss) | (16) | (16) | |||
Stock-based compensation | 7 | 7 | |||
Balance (in shares) at Sep. 30, 2020 | 23,243,476 | ||||
Balance at Sep. 30, 2020 | 197,552 | $ 232 | 277,543 | 25 | (80,248) |
Balance (in shares) at Dec. 31, 2020 | 23,243,476 | ||||
Balance at Dec. 31, 2020 | 195,520 | $ 232 | 277,550 | 13 | (82,275) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 3,871 | ||||
Balance (in shares) at Jun. 30, 2021 | 22,524,185 | ||||
Balance at Jun. 30, 2021 | 193,159 | $ 225 | 277,564 | 7 | (84,637) |
Balance (in shares) at Dec. 31, 2020 | 23,243,476 | ||||
Balance at Dec. 31, 2020 | 195,520 | $ 232 | 277,550 | 13 | (82,275) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 4,155 | 4,155 | |||
Other comprehensive income (loss) | (7) | (7) | |||
Stock-based compensation | 89 | 89 | |||
Repurchase of common stock (in shares) | (719,291) | ||||
Repurchase of common stock | (6,240) | $ (7) | (6,233) | ||
Balance (in shares) at Sep. 30, 2021 | 22,524,185 | ||||
Balance at Sep. 30, 2021 | 193,517 | $ 225 | 277,639 | 6 | (84,353) |
Balance (in shares) at Jun. 30, 2021 | 22,524,185 | ||||
Balance at Jun. 30, 2021 | 193,159 | $ 225 | 277,564 | 7 | (84,637) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 284 | 284 | |||
Other comprehensive income (loss) | (1) | (1) | |||
Stock-based compensation | 75 | 75 | |||
Balance (in shares) at Sep. 30, 2021 | 22,524,185 | ||||
Balance at Sep. 30, 2021 | $ 193,517 | $ 225 | $ 277,639 | $ 6 | $ (84,353) |
Background and Basis of Present
Background and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | Background and Basis of Presentation Background Crimson Wine Group, Ltd. and its subsidiaries (collectively, “Crimson” or the “Company”) is a Delaware corporation that has been conducting business since 1991. Crimson is in the business of producing and selling ultra-premium plus wines (i.e., wines that retail for over $16 per 750ml bottle). Crimson is headquartered in Napa, California and through its subsidiaries owns seven primary wine estates and brands: Pine Ridge Vineyards, Archery Summit, Chamisal Vineyards, Seghesio Family Vineyards, Double Canyon, Seven Hills Winery and Malene Wines. Financial Statement Preparation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. The unaudited interim condensed consolidated financial statements, which reflect all adjustments (consisting of normal recurring items or items discussed herein) that management believes necessary to fairly state results of interim operations, should be read in conjunction with the Notes to Consolidated Financial Statements (including the Significant Accounting Policies and Recent Accounting Pronouncements) included in the Company’s audited consolidated financial statements for the year ended December 31, 2020, as filed with the SEC on Form 10-K (the “2020 Report”). Results of operations for interim periods are not necessarily indicative of annual results of operations. The unaudited condensed consolidated balance sheet at December 31, 2020 was extracted from the audited annual consolidated financial statements and does not include all disclosures required by GAAP for annual financial statements. Revision of Prior Period Financial Statements In connection with the preparation of the Company’s unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2021, the Company became aware of a miscalculation of the income tax provision for the three months ended June 30, 2021. The miscalculation was an isolated incident related to the determination of the tax impact of the PPP loan forgiveness. In accordance with SAB No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company determined that the related impact of the error was not material to the prior period financial statements for the three and six months ended June 30, 2021, but that correcting for the error as an out-of-period adjustment in the three months ended September 30, 2021 would be significant to the results of operations for the current quarter. Therefore, the prior period unaudited interim condensed consolidated financial statements for the three and six months ended June 30, 2021 have been revised to correct for the impact of this item. A summary of revisions to previously reported financial statements is presented in Note 16, “Revision of Prior Period Financial Statements.” Significant Accounting Policies There were no changes to the Company’s significant accounting policies during the nine months ended September 30, 2021. See Note 2 of the 2020 Report for a description of the Company’s significant accounting policies. Reclassifications Certain reclassifications have been made to balance sheet footnotes of prior period unaudited interim condensed consolidated financial statements to conform to current period presentation. The reclassifications had no impact on previously reported net loss, equity or cash flows. Recent Accounting Pronouncements Subsequent to the filing of the 2020 Report, there were no accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) that would have a material effect on Crimson’s unaudited interim condensed consolidated financial statements. The following table provides a description of accounting pronouncements that were adopted during the nine months ended September 30, 2021: Standard Description Date of adoption Effect on the financial statements or other significant matters Standards that were adopted Accounting Standard Update (“ASU”) 2019-12, Income Taxes (Topic 740) Simplifies the accounting for income taxes by removing certain Codification exceptions and others to be discussed. January 1, 2021 The adoption of this standard did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue Recognition Revenue is recognized once performance obligations under the terms of the Company’s contracts with its customers have been satisfied; this occurs at a point in time when control of the promised product or service is transferred to customers. Generally, the majority of the Company’s contracts with its customers have a single performance obligation and are short term in nature. Revenue is measured in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company accounts for shipping and handling activities as costs to fulfill its promise to transfer the associated products. Accordingly, the Company records amounts billed for shipping and handling costs as a component of net sales, and classifies such costs as a component of costs of sales. The Company’s products are generally not sold with a right of return unless the product is spoiled or damaged. Historically, returns have not been material to the Company. Wholesale Segment The Company sells its wine to wholesale distributors under purchase orders. The Company transfers control and recognizes revenue for these orders upon shipment of the wine out of the Company’s third-party warehouse facilities. Payment terms to wholesale distributors typically range from 30 to 120 days. The Company pays depletion allowances to its wholesale distributors based on their sales to their customers. The Company estimates these depletion allowances and records such estimates in the same period the related revenue is recognized, resulting in a reduction of wholesale product revenue and the establishment of a current liability. Subsequently, wholesale distributors will bill the Company for actual depletions, which may be different from the Company’s estimate. Any such differences are recognized in sales when the bill is received. The Company has historically been able to estimate depletion allowances without material differences between actual and estimated expense. Direct to Consumer Segment The Company sells its wine and other merchandise directly to consumers through wine club memberships, at the wineries’ tasting rooms and through our website (http://www.crimsonwinegroup.com), third-party websites, direct phone calls, and other online sales (“Ecommerce”). Wine club membership sales are made under contracts with customers, which specify the quantity and timing of future wine shipments. Customer credit cards are charged in advance of quarterly wine shipments in accordance with each contract. The Company transfers control and recognizes revenue for these contracts upon shipment of the wine to the customer. Tasting room and Ecommerce wine sales are paid for at the time of sale. The Company transfers control and recognizes revenue for this wine when the product is either received by the customer (on-site tasting room sales) or upon shipment to the customer (“Ecommerce sales”). Other From time to time, the Company sells grapes or bulk wine because the grapes or wine do not meet the quality standards for the Company’s products, market conditions have changed resulting in reduced demand for certain products, or because the Company may have produced more of a particular varietal than it can use. Grape and bulk sales are made under contracts with customers which include product specification requirements, pricing and payment terms. Payment terms under grape contracts are generally structured around the timing of the harvest of the grapes and are generally due 30 days from the time the grapes are delivered. Payment terms under bulk wine contracts are generally 30 days from the date of shipment and may include an upfront payment upon signing of the sales agreement. The Company transfers control and recognizes revenue for grape sales when product specification has been met and title to the grapes has transferred, which is generally on the date the grapes are harvested, weighed and shipped. The Company transfers control and recognizes revenue for bulk wine contracts upon shipment. The Company provides custom winemaking services at Double Canyon and Chamisal’s winemaking facilities. Custom winemaking services are made under contracts with customers which include specific protocols, pricing, and payment terms and generally have a duration of less than one year. The customer retains title and control of the wine during the winemaking process. The Company recognizes revenue when contract specific performance obligations are met. Estates hold various public and private events for customers and their wine club members. Upfront consideration received from the sale of tickets or under private event contracts for future events is recorded as deferred revenue. The balance of payments are due on the date of the event. The Company recognizes event revenue on the date the event is held. Other revenue also includes tasting fees and retail merchandise sales, which are paid for and received or consumed at the time of sale. The Company transfers control and recognizes revenue at the time of sale. Refer to Note 13, “Business Segment Information,” for revenue by sales channel amounts for the three and nine months ended September 30, 2021 and 2020. Contract Balances When the Company receives payments from customers prior to transferring goods or services under the terms of a contract, the Company records deferred revenue, which it classifies as customer deposits on its condensed consolidated balance sheets, and represents a contract liability. Customer deposits are liquidated when revenue is recognized. Revenue that was included in the contract liability balance at the beginning of each of the 2021 and 2020 years consisted primarily of wine club revenue, grape and bulk sales and event fees. Changes in the contract liability balance during the nine-month periods ended September 30, 2021 and 2020, were not materially impacted by any other factors. The outstanding contract liability balances were $0.3 million at December 31, 2020 and $1.3 million at September 30, 2021. Of the amounts included in the opening contract liability balances at the beginning of each year, approximately $0.2 million was recognized as revenue during both the nine months ended September 30, 2021 and 2020. Accounts Receivable Accounts receivable are reported at net realizable value. Credit is extended based on an evaluation of the customer’s financial condition. Accounts are charged against the allowance for bad debt as they are deemed uncollectible based on a periodic review of the accounts. In evaluating the collectability of individual receivable balances, the Company considers several factors, including the age of the balance, the customer’s historical payment history, its current credit worthiness and current economic trends. The Company’s accounts receivable balance is net of an allowance for doubtful accounts of $0.2 million at both September 30, 2021 and December 31, 2020. |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Notes Receivable | Notes Receivable Notes receivable consisted of the following as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Notes receivable, current (1) $ 134 $ — Notes receivable, non-current (2) 411 — Total $ 545 $ — __________________________________________ (1) Reported within other current assets in the unaudited interim condensed consolidated balance sheets (2) Reported within other non-current assets of the unaudited interim condensed consolidated balance sheets In June 2021, the Company closed on the sale of 36 acres of fallow apple orchards located in Umatilla County, Oregon for an aggregate sale price of $0.6 million. Per the sales agreement, approximately $0.1 million was paid in cash at the closing of the asset sale with the Company financing the remainder of the purchase price in the form of a promissory note in the aggregate principal amount of $0.5 million. The note earns interest at a rate per annum of 5.00% with monthly principal and interest payments commencing July 2021. The note contains an arrangement for two balloon payments with the first balloon payment due to the Company on the six month anniversary of the closing date and the final balloon payment due to the Company on or before June 1, 2024. In June 2021, per the Company’s leasing agreement of its restaurant space in Walla Walla, Washington, the Company agreed to finance the incoming tenant’s purchase of restaurant equipment from the prior tenant. Therefore, a promissory note in the aggregate principal amount of approximately $0.1 million was issued to the Company. The note is due in June 2026 and earns interest at a rate per annum of 5.00% with annual principal and interest payments commencing on September 1, 2021. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring During 2020, the Company committed to various restructuring activities (the “2020 Restructuring Program”) including the closure of the Double Canyon Vineyards tasting room, restructuring of management, changes in sales, marketing, and Direct to Consumer organizational structure, and transitioning of information technology services and export fulfillment to outsourced support models. Restructuring charges of $1.4 million were incurred in the nine months ended September 30, 2020. As of September 30, 2020, the 2020 Restructuring Program was completed with restructuring charges totaling $1.4 million, consisting of $1.1 million employee related costs, $0.2 million of asset impairment charges associated with the tasting room assets upon closure, and $0.1 million of other restructuring costs associated with departmental reorganization activities. The Company paid less than $0.2 million in previously accrued employee related restructuring activities during the nine months ended September 30, 2021. The liability related to restructuring activities was less than $0.2 million and $0.3 million at September 30, 2021 and December 31, 2020, respectively. A roll forward of the liability recognized related to restructuring activities as of September 30, 2021 is as follows (in thousands): Balance at Additions Payments Balance at Employee related restructuring activity $ 309 $ — $ (155) $ 154 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory A summary of inventory at September 30, 2021 and December 31, 2020 is as follows (in thousands): September 30, 2021 December 31, 2020 Finished goods $ 30,425 $ 34,970 In-process goods 23,852 21,498 Packaging and bottling supplies 1,262 1,086 Total inventory $ 55,539 $ 57,554 Inventory consists of mainly bulk and bottled wine and is stated at the lower of cost or net realizable value. As required, the Company reduces the carrying value of inventories that are obsolete or in excess of estimated usage to estimated net realizable value. The Company’s estimates of net realizable value are based on analyses and assumptions including, but not limited to, historical usage, future demand and market requirements. Reductions to the carrying value of inventories are recorded in cost of sales. If future demand and/or pricing for the Company’s products are less than previously estimated, then the carrying value of the inventories may be required to be reduced, resulting in additional expense and reduced profitability. Inventory write-downs of $0.9 million and $2.7 million were recorded during the nine months ended September 30, 2021 and 2020, respectively. The Company’s inventory balances are presented net of inventory reserves of $2.7 million and $4.4 million at September 30, 2021 and December 31, 2020, respectively. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment A summary of property and equipment at September 30, 2021 and December 31, 2020, and depreciation and amortization for the three and nine months ended September 30, 2021 and 2020, is as follows (in thousands): Depreciable Lives (in years) September 30, 2021 December 31, 2020 Land and improvements N/A $ 44,912 $ 44,912 Buildings and improvements 20-40 59,441 59,265 Winery and vineyard equipment 3-25 34,052 35,350 Vineyards and improvements 7-25 35,375 33,651 Caves 20-40 5,639 5,639 Vineyards under development N/A 991 2,565 Construction in progress N/A 3,519 2,169 Total 183,929 183,551 Accumulated depreciation and amortization (72,523) (69,868) Total property and equipment, net $ 111,406 $ 113,683 Three Months Ended September 30, Nine Months Ended September 30, Depreciation and amortization: 2021 2020 2021 2020 Capitalized into inventory $ 1,169 $ 1,349 $ 3,604 $ 4,125 Expensed to general and administrative 401 397 1,206 1,251 Total depreciation and amortization $ 1,570 $ 1,746 $ 4,810 $ 5,376 During 2018, the Company began actively marketing 36 acres of fallow apple orchards for sale as it does not intend to replant these orchards with vineyards and subsequently reclassified $0.6 million from property and equipment to assets held for sale. In the first quarter of 2019, the Company recorded an impairment charge of less than $0.1 million to write-down the carrying value of the fallow apple orchards to fair value less cost to sell. In March 2021, the Company finalized a sales agreement to sell the land for $0.6 million. In accordance with ASC 360-10, this subsequent event revealed evidence of fair value and conditions existing as of the balance sheet date, December 31, 2020. In the fourth quarter of 2020, the Company recorded an additional impairment charge of less than $0.1 million to write-down the carrying value of the fallow apple orchards to fair value less cost to sell. The impairment charges were recorded to other income (expense), net in the unaudited interim condensed consolidated statements of operations. The sale of the fallow apple orchards closed in June 2021. In the fourth quarter of 2020, the Company recorded impairment charges totaling $1.1 million to write-down assets within construction in progress related to tasting room renovation projects. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Financial Instruments | Financial Instruments The Company’s material financial instruments include cash and cash equivalents, investments classified as available for sale, and short-term and long-term debt. Investments classified as available for sale are the only assets or liabilities that are measured at fair value on a recurring basis. All of the Company’s investments mature within two years or less. The par value, amortized cost, gross unrealized gains and losses, and estimated fair value of investments classified as available for sale as of September 30, 2021 and December 31, 2020 are as follows (in thousands): September 30, 2021 Par Value Amortized Cost Gross Gross Level 1 Level 2 Total Fair Value Certificates of Deposit $ 10,750 $ 10,750 $ — $ (2) $ — $ 10,748 $ 10,748 December 31, 2020 Par Value Amortized Cost Gross Gross Level 1 Level 2 Total Fair Value Certificates of Deposit $ 8,500 $ 8,500 $ 7 $ — $ — $ 8,507 $ 8,507 Gross unrealized losses on available for sale securities were less than $0.1 million as of September 30, 2021. The Company believes the gross unrealized losses are temporary as it does not intend to sell these securities and it is more likely than not that the Company will not be required to sell these securities before the recovery of their amortized cost basis. As of September 30, 2021 and December 31, 2020, other than the assets, including assets held for sale, impaired in the respective periods, the Company did not have any assets or liabilities measured at fair value on a nonrecurring basis. For cash and cash equivalents, the carrying amounts of such financial instruments approximate their fair values. For short-term debt, the carrying amounts of such financial instruments approximate their fair values. As of September 30, 2021, the Company has estimated the fair value of its outstanding debt to be approximately $22.8 million compared to its carrying value of $20.3 million, based upon discounted cash flows with Level 3 inputs, such as the terms that management believes would currently be available to the Company for similar issues of debt, taking into account the current credit risk of the Company and other factors. Level 3 inputs include market rates obtained from American AgCredit, FLCA (“Lender”) as of September 30, 2021 of 4.35% and 4.21% for the 2015 Term Loan and 2017 Term Loan, respectively, as further discussed in Note 10, “Debt.” The Company does not invest in any derivatives or engage in any hedging activities. |
Intangible and Other Non-Curren
Intangible and Other Non-Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible and Other Non-Current Assets | Intangible and Other Non-Current Assets A summary of intangible and other non-current assets at September 30, 2021 and December 31, 2020, and amortization expense for the three and nine months ended September 30, 2021 and 2020, is as follows (in thousands): September 30, 2021 December 31, 2020 Amortizable lives Gross carrying amount Accumulated amortization Net book value Gross carrying amount Accumulated amortization Net book value Brand 15-17 $ 18,000 $ 10,827 $ 7,173 $ 18,000 $ 10,030 $ 7,970 Distributor relationships 10-14 2,700 1,976 724 2,700 1,829 871 Legacy permits 14 250 184 66 250 171 79 Trademark 20 200 131 69 200 123 77 Total $ 21,150 $ 13,118 $ 8,032 $ 21,150 $ 12,153 $ 8,997 Other non-current assets 622 241 Total intangible and other non-current assets, net $ 8,654 $ 9,238 Three Months Ended September 30, Nine Months Ended September 30, Amortization expense 2021 2020 2021 2020 Total amortization expense $ 322 $ 322 $ 965 $ 965 The estimated aggregate future amortization of intangible assets as of September 30, 2021 is identified below (in thousands): Amortization Remainder of 2021 $ 321 2022 1,286 2023 1,286 2024 1,286 2025 1,168 Thereafter 2,685 Total $ 8,032 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Accounts payable and accrued grape liabilities $ 7,506 $ 3,956 Accrued compensation related expenses 2,917 1,422 Sales and marketing 593 575 Acquisition of property and equipment 342 35 Accrued interest 269 26 Depletion allowance 1,078 1,514 Production and farming 162 1,188 Operating lease liability, current — 161 Other accrued expenses 620 542 Total accounts payable and accrued liabilities $ 13,487 $ 9,419 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt A summary of debt at September 30, 2021 and December 31, 2020 is as follows (in thousands): September 30, 2021 December 31, 2020 Revolving Credit Facility (1) $ — $ — Senior Secured Term Loan Agreement due 2040, with an interest rate of 5.24% (2) 12,320 12,640 Senior Secured Term Loan Agreement due 2037, with an interest rate of 5.39% (3) 8,000 8,250 Unsecured Term Loan Agreement due 2022, with an interest rate of 1.00% (4) — 3,820 Unamortized loan fees (112) (121) Total debt 20,208 24,589 Less current portion of long-term debt 1,127 3,388 Long-term debt due after one year, net $ 19,081 $ 21,201 ______________________________________ (1) The Revolving Credit Facility is comprised of a revolving loan facility (the “Revolving Loan”) and a term revolving loan facility (the “Term Revolving Loan”), which together are secured by substantially all of Crimson’s assets. The Revolving Loan is for up to $10.0 million of availability in the aggregate for a five year term, and the Term Revolving Loan is for up to $50.0 million in the aggregate for a fifteen year (2) Pine Ridge Winery, LLC, a wholly-owned subsidiary of Crimson, is party to a senior secured term loan agreement due on October 1, 2040 (the “2015 Term Loan”). Principal and interest are payable in quarterly installments. (3) Double Canyon Vineyards, LLC, a wholly-owned subsidiary of Crimson, is party to a senior secured term loan agreement due on July 1, 2037 (the “2017 Term Loan”). Principal and interest are payable in quarterly installments. (4) On April 22, 2020, Crimson entered into an unsecured term loan agreement (the “2020 PPP Term Loan”) with American AgCredit, FLCA (“Lender”) for an aggregate principal amount of $3.8 million pursuant to a new loan program through the U.S. Small Business Administration (“SBA”) as the result of the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act and amended by the Paycheck Protection Program Flexibility Act of 2020. The Company requested loan forgiveness in April 2021 and on June 14, 2021, the forgiveness application to the SBA was approved for the full principal amount including interest. The SBA has remitted payment to the lender and the Company has been legally released from the loan agreement. In June 2021, the Company recorded a gain on extinguishment of debt for approximately $3.9 million, which includes both the full principal and interest amounts. Debt covenants include the maintenance of specified debt and equity ratios, a specified debt service coverage ratio, and certain customary affirmative and negative covenants, including limitations on the incurrence of additional indebtedness, limitations on dividends and other distributions to shareholders and restrictions on certain investments, certain mergers, consolidations and sales of assets. The Company was in compliance with all existing debt covenants as of September 30, 2021. A summary of debt maturities as of September 30, 2021 is as follows (in thousands): Principal due the remainder of 2021 $ 285 Principal due in 2022 1,140 Principal due in 2023 1,140 Principal due in 2024 1,140 Principal due in 2025 1,140 Principal due thereafter 15,475 Total $ 20,320 |
Stockholders' Equity and Stock-
Stockholders' Equity and Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity and Stock-Based Compensation | Stockholders' Equity and Stock-Based Compensation Share Repurchase On May 24, 2021, with the unanimous written consent of the Board of Directors, the Company repurchased an aggregate of 719,291 shares of its common stock at a purchase price of $8.65 per share for an aggregate purchase price of approximately $6.2 million. The Company’s repurchase was funded through cash on hand, and the shares were retired. Stock-Based Compensation In February 2013, the Company adopted the 2013 Omnibus Incentive Plan, which provides for the granting of up to 1,000,000 stock options or other common stock-based awards. The terms of awards that may be granted, including vesting and performance criteria, if any, will be determined by the Company’s Board of Directors. In December 2019, under the Company’s 2013 Omnibus Incentive Plan, option grants for 89,000 shares were issued. The options vest annually over five years and expire seven years from the date of grant. In July 2021, stock option awards for an additional 233,000 shares were issued to certain members of management. Subject to the terms of the respective option award agreements, the options will vest in four equal increments on each of January 4, 2022, January 4, 2023, January 4, 2024 and January 4, 2025, and the options will expire seven years from the date of grant. The exercise price for the options was the closing price on the date of grant. Estimates of share-based compensation expense require a number of complex and subjective assumptions, including the selection of an option pricing model. The Company determined the grant date fair value of the awards using the Black-Scholes-Merton option-pricing valuation model, with the following assumptions and values: December 2019 Grants July 2021 Grants Expected term 5.00 years 4.75 years Expected dividend yield — % — % Risk-free interest rate 1.6 % 0.76 % Expected stock price volatility 22 % 31 % Stock price $ 6.90 $ 8.88 Grant date fair value $ 141,000 $ 575,000 As of September 30, 2021, options in respect of all 322,000 shares remained outstanding with no additional grants or stock activities related to vesting, exercises or expirations during the quarter. The share-based compensation expense for these grants is based on the grant date fair value, which will be recorded over the vesting period. For the three and nine months ended September 30, 2021, $75,000 and $89,000 was recorded as share-based compensation expense, respectively. For the three and nine months ended September 30, 2020, $7,000 and $21,000 were recorded as share-based compensation expense, respectively. Share-based compensation expense was recorded to general and administrative expense in the unaudited interim condensed consolidated statements of operations. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Consolidated income tax benefits for the three and nine months ended September 30, 2021 and 2020 were determined based upon the Company’s estimated consolidated effective income tax rates calculated without discrete items for the years ending December 31, 2021 and 2020, respectively. The Company’s effective tax rates for the three months ended September 30, 2021 and 2020 were 23.0% and 26.2%, respectively. The difference between the consolidated effective income tax rate and the U.S. federal statutory rate for the three months ended September 30, 2021 was primarily attributable to state income taxes and other permanent items. The Company’s effective tax rates for the nine months ended September 30, 2021 and 2020 were 8.8% and 29.5%, respectively. The difference between the consolidated effective income tax rate and the U.S. federal statutory rate for the nine months ended September 30, 2021 was primarily attributable to income exclusion of PPP loan forgiveness for federal income taxes, state income taxes and other permanent items. The Company does not have any amounts in its condensed consolidated balance sheets for unrecognized tax benefits related to uncertain tax positions as of September 30, 2021. |
Business Segment Information
Business Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information The Company has identified two operating segments, Wholesale net sales and Direct to Consumer net sales, which are reportable segments for financial statement reporting purposes, based upon their different distribution channels, margins and selling strategies. Wholesale net sales include all sales through a third party where prices are given at a wholesale rate, whereas Direct to Consumer net sales include retail sales in tasting rooms, remote sites and on-site events, wine club sales, direct phone sales, Ecommerce sales, and other sales made directly to the consumer without the use of an intermediary. The two segments reflect how the Company’s operations are evaluated by senior management and the structure of its internal financial reporting. The Company evaluates performance based on the gross profit of the respective business segments. Selling expenses that can be directly attributable to the segment are allocated accordingly. However, centralized selling expenses and general and administrative expenses are not allocated between operating segments. Therefore, net income information for the respective segments is not available. Based on the nature of the Company’s business, revenue generating assets are utilized across segments. Therefore, discrete financial information related to segment assets and other balance sheet data is not available and that information continues to be aggregated. The following table outlines the net sales, cost of sales, gross profit (loss), directly attributable selling expenses and operating income (loss) for the Company’s reportable segments for the three and nine months ended September 30, 2021 and 2020, and also includes a reconciliation of consolidated income (loss) from operations. Other/Non-allocable net sales and gross profit include bulk wine and grape sales, event fees and non-wine retail sales. Other/Non-allocable expenses include centralized corporate expenses not specific to an identified reporting segment. Sales figures are net of related excise taxes. Three Months Ended September 30, Wholesale Direct to Consumer Other/Non-Allocable Total (in thousands) 2021 2020 2021 2020 2021 2020 2021 2020 Net sales $ 9,149 $ 8,772 $ 6,689 $ 6,243 $ 1,299 $ 852 $ 17,137 $ 15,867 Cost of sales 5,901 5,727 2,342 2,339 1,314 3,345 9,557 11,411 Gross profit (loss) 3,248 3,045 4,347 3,904 (15) (2,493) 7,580 4,456 Operating expenses: Sales and marketing 1,447 1,252 1,688 1,425 740 639 3,875 3,316 General and administrative — — — — 3,081 2,602 3,081 2,602 Total operating expenses 1,447 1,252 1,688 1,425 3,821 3,241 6,956 5,918 Net loss (gain) on disposal of property and equipment — — 6 — 5 (40) 11 (40) Restructuring costs — — — — — 114 — 114 Income (loss) from operations $ 1,801 $ 1,793 $ 2,653 $ 2,479 $ (3,841) $ (5,808) $ 613 $ (1,536) Nine Months Ended September 30, Wholesale Direct to Consumer Other/Non-Allocable Total (in thousands) 2021 2020 2021 2020 2021 2020 2021 2020 Net sales $ 27,066 $ 24,339 $ 19,291 $ 17,517 $ 2,752 $ 2,066 $ 49,109 $ 43,922 Cost of sales 17,054 16,660 7,133 6,810 3,361 5,689 27,548 29,159 Gross profit (loss) 10,012 7,679 12,158 10,707 (609) (3,623) 21,561 14,763 Operating expenses: Sales and marketing 3,711 3,930 4,542 4,494 2,417 2,305 10,670 10,729 General and administrative — — — — 9,795 8,315 9,795 8,315 Total operating expenses 3,711 3,930 4,542 4,494 12,212 10,620 20,465 19,044 Net loss (gain) on disposal of property and equipment — — 6 — (22) 137 (16) 137 Restructuring costs — — — — — 1,424 — 1,424 Income (loss) from operations $ 6,301 $ 3,749 $ 7,610 $ 6,213 $ (12,799) $ (15,804) $ 1,112 $ (5,842) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company has leased retail and office space and has entered into various other agreements in conducting its business. At inception, the Company determines whether an agreement represents a lease, and at commencement the Company evaluates each lease agreement to determine whether the lease is an operating or financing lease. Some of the Company’s lease agreements have contained renewal options, tenant improvement allowances and rent escalation clauses. Pursuant to ASU 2016-02, all of the Company’s leases outstanding are classified as operating leases. Right-of-use lease assets represent the Company’s right to use the underlying asset for the lease term and the lease obligation represents the Company’s commitment to make the lease payments arising from the lease. Right-of-use lease assets and obligations are recognized at the commencement date based on the present value of remaining lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company has used an estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The right-of-use lease asset includes any lease payments made prior to commencement and excludes any lease incentives. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectation regarding the terms. Variable lease costs such as common area costs and property taxes are expensed as incurred. For all lease agreements, the Company combines lease and non-lease components, and leases with an initial term of 12 months or less are not recorded on the balance sheet. During the fourth quarter of 2020, the Company completed the relocation of its administrative offices from the leased location at 2700 Napa Valley Corporate Drive, Suite B, Napa, California 94558 to its wholly-owned winery, Pine Ridge Vineyards, located at 5901 Silverado Trail, Napa, California 94558. As a result, the Company recorded a full impairment of the carrying value of the associated right-of-use lease asset component as of December 31, 2020. On May 6, 2021, the Company reached an agreement with the lessor for an early lease termination. The terms of the agreement required the Company to continue to make lease payments through July 31, 2021. As this agreement represented a lease modification, the Company remeasured the lease liabilities based on the revised terms and recorded a gain on lease modification. The gain on lease modification was recorded to other income (expense), net in the unaudited interim condensed consolidated statements of operations. The Company exercised its option to terminate the lease agreement as of July 31, 2021 with a written notice to the lessor. With July's lease payment representing the final payment, as of September 30, 2021, the Company has settled all obligations related to its office lease. Supplemental balance sheet information related to leases is as follows (in thousands): September 30, 2021 December 31, 2020 Liabilities: Accounts payable and accrued liabilities $ — $ 161 Other non-current liabilities — 94 Total operating lease liabilities $ — $ 255 Weighted Average Remaining Lease Term Operating leases — 1.50 years Weighted Average Discount Rate Operating leases — 5.22 % Base rent expense was less than $0.1 million for both the three and nine months ended September 30, 2021. Base rent expense was less than $0.1 million and $0.2 million for the three and nine months ended September 30, 2020, respectively. Of the base rent expense for each of the nine months ended September 30, 2021 and 2020, approximately $0.1 million and $0.2 million, respectively, relate to each of the lease liability referred to in this footnote. Cash paid for amounts included in the measurement of operating lease liabilities as part of operating cash flows was approximately $0.1 million and $0.2 million for the nine months ended September 30, 2021 and September 30, 2020, respectively. Litigation The Company and its subsidiaries may become parties to legal proceedings that are considered to be either ordinary, routine litigation incidental to their business or not significant to the Company’s consolidated financial position or liquidity. The Company does not believe that there is any pending litigation that could have a significant adverse impact on its consolidated financial position, liquidity or results of operations. 2017 and 2020 Wildfires In October 2017, significant wildfires broke out in Napa, Sonoma, and surrounding counties in Northern California. Operations at two of the Company’s properties, Pine Ridge Vineyards and Seghesio Family Vineyards, were temporarily impacted due to these wildfires and then resumed shortly thereafter. At the time of the wildfires, both properties had already harvested substantially all of their 2017 estate grapes. Certain inventory on hand was impacted by power losses and smoke damage which was covered under existing insurance policies. During 2018, the Company recognized $1.1 million in insurance proceeds of which $0.6 million was offset against inventory losses and $0.5 million was included in other income, net. In October 2019 and August 2020, the Company received an additional $0.2 million and $0.1 million, respectively, from insurance proceeds related to the October 2017 wildfires. The Company recorded both of the proceeds amounts in other income, net. Although the Company anticipates additional settlements for insurance proceeds from the Company’s insurance policies, these amounts cannot be reasonably estimated at this time. In August and September 2020, a series of major wildfires broke out in regions across the Western United States, including Napa and Sonoma counties in California, as well as Umatilla and Yamhill Counties in Oregon, where the Company has Direct to Consumer tasting rooms, farming operations, and wine-making facilities. Operations at some of the Company’s properties were impacted by smoke which caused damage to grapes in the vineyard properties and traffic reduction at the Company’s tasting rooms. In order to assess grape inventory losses, the Company sent grape samples to independent testing labs for evaluations. During 2020, the Company recognized $3.5 million in inventory losses for the 2020 vintage. The Company was selective in its evaluations of grape inventory for smoke taint damages in order to maintain its high standards for quality of wine. Some of the inventory losses and smoke damage to grapes are partially covered under existing crop insurance policies for which the Company currently has open claims pending. In June and September 2021, the Company settled and recognized $0.2 million and $0.1 million, respectively, from crop insurance proceeds related to loss claims for the 2020 wildfires and recorded the proceeds as an offset against inventory losses, which are reductions to cost of sales. Although the Company anticipates additional settlements for insurance proceeds from the Company’s insurance policies, these amounts cannot be reasonably estimated at this time. COVID-19 In March 2020, the coronavirus disease (“COVID-19”) outbreak was declared a national public health emergency which continues to affect the world and has adversely impacted global activity and contributed to significant economic declines and volatility in financial markets. The outbreak could have a continued material adverse impact on economic and market conditions and be followed by a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact of the coronavirus outbreak. The outbreak has adversely impacted the Company’s tasting room visitations, On-Premise business, and special events. The Company sells wine (through distributors and directly) to restaurants, bars, and other hospitality locations (“On-Premise”). The outbreak presents uncertainty and risk with respect to the Company, its future performance and financial results. On March 16, 2020, with the exception of key operations personnel, the Company shifted its corporate office staff to remote workstations, which has been an effective transition to date. The Company will continue to operate remotely until management determines it is safe for employees to return to offices. The Company has not experienced nor does it anticipate significant impact or disruptions to its supply chain network. On March 16, 2020, the Company temporarily closed all of its tasting rooms, which are located in California, Oregon, and Washington, in compliance with shelter-in-place orders issued by local government offices. Following months of closures, each of the aforementioned states issued reopening guidelines and metrics that counties must achieve prior to businesses reopening. After remaining closed for nearly all of the second quarter and complying with reopening guidelines, the Company’s tasting rooms reopened during June 2020 in limited capacity and operating hours, and with additional safety measures in place. In the first several weeks of July 2020, businesses located in several Northern California counties were required to shut down indoor dining and winery tasting rooms. In late July 2020, the State of Washington required the shutdown of wineries, regardless of whether food is served. During this period, while the State of Oregon allowed indoor wine tastings with noted restrictions, the Company’s Oregon-based tasting room, Archery Summit, operated almost entirely outdoors. Although outdoor operations were allowed to resume in August, COVID-19 containment measures and the 2020 wildfires limited the amount of traffic at the Company’s tasting rooms. In mid-November 2020, further government restrictions and shutdown orders were issued for the State of Oregon with California and Washington following suit in December 2020, resulting in either shutdowns or outdoor-only tastings for all of the Company’s tasting rooms. All of the Company’s tasting rooms were allowed to reopen in late January 2021 with varying impacts created by guidelines, restrictions, and tiered structures of each respective state the Company's tasting rooms operate in. The intermittent updates for each state and county caused operating capacity at each tasting room to fluctuate throughout the first nine months of 2021. Although capacity restrictions within the Company's tasting rooms were lifted in the second half of June, the Company continues to maintain a set of operating guidelines to protect the safety of all employees and guests, which may affect capacity and will vary based on estate experience and parameters. All of the Company’s tasting rooms have been impacted by government orders and restrictions to significant and varying degrees at times. Management and staff at all estate locations have taken the appropriate steps to continue accommodations for outdoor tastings, when permitted, to ensure the safety of all guests and staff. In addition to limiting the number of guests and requiring reservations, the Company has implemented various measures to prevent the spread of the virus including using available forms of personal protective equipment (PPE), screening workers before they enter facilities, practicing social distancing, implementing COVID-19 protocols and travel guidelines, and advising employees to adhere to prevention measures recommended by the Center for Disease Control (“CDC”). More recently, many news agencies have reported the spread of new variants of COVID-19, such as the Delta variant, that are significantly more contagious than previous strains. The spread of these new variants are beginning to cause some government authorities to reimplement restrictions and measures to try to reduce the spread that had become less prevalent. Accordingly, the emergence of these new variants, particularly the Delta variant, and the prevalence of breakthrough cases of infection among fully vaccinated people adds additional uncertainty to the Company’s business and operations and could result in further impacts, such as those discussed above and in the section entitled “Risk Factors” in the 2020 Report. The extent of COVID-19’s impact on the Company’s financials and results of operations is currently unknown and will depend on future developments, including, but not limited to, the length of time that the pandemic continues, the emergence and severity of its variants, the effect of governmental regulations imposed in response to the pandemic, the availability of vaccines and potential hesitancy to utilize them, the effect on the demand for the Company’s products and supply chain, and how quickly and to what extent normal economic and operation conditions can resume. The Company cannot at this time predict the full impact of COVID-19, but it could have a larger impact on the Company’s financial and operational results beyond what is discussed in this Report. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsNone. |
Revision of Prior Period Financ
Revision of Prior Period Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Prior Period Financial Statements | Revision of Prior Period Financial Statements The Company revised prior period financial statements for an error related to the calculation of the income tax provision for the three months ended June 30, 2021 (see Note 1, “Background and Basis of Presentation,” for additional information). A summary of revisions to the Company's previously reported financial statements is presented below (in thousands, except per share data). Revised Consolidated Balance Sheet June 30, 2021 As previously reported Adjustment As revised Intangible and other non-current assets, net $ 9,236 $ (241) $ 8,995 Total assets 222,452 (241) 222,211 Deferred tax liability, net — 789 789 Total liabilities 28,263 789 29,052 Accumulated deficit (83,607) (1,030) (84,637) Total stockholders’ equity 194,189 (1,030) 193,159 Total liabilities and stockholders’ equity $ 222,452 $ (241) $ 222,211 Revised Consolidated Statements of Operations and Comprehensive Income Three Months Ended June 30, 2021 As previously reported Adjustment As revised Income (loss) before income taxes $ 5,255 $ — $ 5,255 Income tax (benefit) provision (493) 1,030 537 Net income (loss) 5,748 (1,030) 4,718 Basic earnings (loss) per share 0.25 (0.04) 0.21 Fully diluted earnings (loss) per share 0.25 (0.05) 0.20 Comprehensive income (loss) $ 5,747 $ (1,030) $ 4,717 Six Months Ended June 30, 2021 As previously reported Adjustment As revised Income (loss) before income taxes $ 4,189 $ — $ 4,189 Income tax (benefit) provision (712) 1,030 318 Net income (loss) 4,901 (1,030) 3,871 Basic earnings (loss) per share 0.21 (0.04) 0.17 Fully diluted earnings (loss) per share 0.21 (0.04) 0.17 Comprehensive income (loss) $ 4,895 $ (1,030) $ 3,865 Revised Consolidated Statement of Cash Flow Six Months Ended June 30, 2021 As previously reported Adjustment As revised Operating Activities: Net income (loss) $ 4,901 $ (1,030) $ 3,871 (Benefit) provision for deferred income tax (716) 1,030 314 Net cash provided by operating activities $ 9,433 $ — $ 9,433 |
Background and Basis of Prese_2
Background and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statement Preparation | Financial Statement Preparation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. The unaudited interim condensed consolidated financial statements, which reflect all adjustments (consisting of normal recurring items or items discussed herein) that management believes necessary to fairly state results of interim operations, should be read in conjunction with the Notes to Consolidated Financial Statements (including the Significant Accounting Policies and Recent Accounting Pronouncements) included in the Company’s audited consolidated financial statements for the year ended December 31, 2020, as filed with the SEC on Form 10-K (the “2020 Report”). Results of operations for interim periods are not necessarily indicative of annual results of operations. The unaudited condensed consolidated balance sheet at December 31, 2020 was extracted from the audited annual consolidated financial statements and does not include all disclosures required by GAAP for annual financial statements. Revision of Prior Period Financial Statements In connection with the preparation of the Company’s unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2021, the Company became aware of a miscalculation of the income tax provision for the three months ended June 30, 2021. The miscalculation was an isolated incident related to the determination of the tax impact of the PPP loan forgiveness. In accordance with SAB No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company determined that the related impact of the error was not material to the prior period financial statements for the three and six months ended June 30, 2021, but that correcting for the error as an out-of-period adjustment in the three months ended September 30, 2021 would be significant to the results of operations for the current quarter. Therefore, the prior period unaudited interim condensed consolidated financial statements for the three and six months ended June 30, 2021 have been revised to correct for the impact of this item. A summary of revisions to previously reported financial statements is presented in Note 16, “Revision of Prior Period Financial Statements.” |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Subsequent to the filing of the 2020 Report, there were no accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) that would have a material effect on Crimson’s unaudited interim condensed consolidated financial statements. The following table provides a description of accounting pronouncements that were adopted during the nine months ended September 30, 2021: Standard Description Date of adoption Effect on the financial statements or other significant matters Standards that were adopted Accounting Standard Update (“ASU”) 2019-12, Income Taxes (Topic 740) Simplifies the accounting for income taxes by removing certain Codification exceptions and others to be discussed. January 1, 2021 The adoption of this standard did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. |
Background and Basis of Prese_3
Background and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table provides a description of accounting pronouncements that were adopted during the nine months ended September 30, 2021: Standard Description Date of adoption Effect on the financial statements or other significant matters Standards that were adopted Accounting Standard Update (“ASU”) 2019-12, Income Taxes (Topic 740) Simplifies the accounting for income taxes by removing certain Codification exceptions and others to be discussed. January 1, 2021 The adoption of this standard did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. |
Notes Receivable (Tables)
Notes Receivable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Notes receivable consisted of the following as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Notes receivable, current (1) $ 134 $ — Notes receivable, non-current (2) 411 — Total $ 545 $ — __________________________________________ (1) Reported within other current assets in the unaudited interim condensed consolidated balance sheets (2) Reported within other non-current assets of the unaudited interim condensed consolidated balance sheets |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Reserve Roll Forward | A roll forward of the liability recognized related to restructuring activities as of September 30, 2021 is as follows (in thousands): Balance at Additions Payments Balance at Employee related restructuring activity $ 309 $ — $ (155) $ 154 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | A summary of inventory at September 30, 2021 and December 31, 2020 is as follows (in thousands): September 30, 2021 December 31, 2020 Finished goods $ 30,425 $ 34,970 In-process goods 23,852 21,498 Packaging and bottling supplies 1,262 1,086 Total inventory $ 55,539 $ 57,554 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary Of Property And Equipment | A summary of property and equipment at September 30, 2021 and December 31, 2020, and depreciation and amortization for the three and nine months ended September 30, 2021 and 2020, is as follows (in thousands): Depreciable Lives (in years) September 30, 2021 December 31, 2020 Land and improvements N/A $ 44,912 $ 44,912 Buildings and improvements 20-40 59,441 59,265 Winery and vineyard equipment 3-25 34,052 35,350 Vineyards and improvements 7-25 35,375 33,651 Caves 20-40 5,639 5,639 Vineyards under development N/A 991 2,565 Construction in progress N/A 3,519 2,169 Total 183,929 183,551 Accumulated depreciation and amortization (72,523) (69,868) Total property and equipment, net $ 111,406 $ 113,683 Three Months Ended September 30, Nine Months Ended September 30, Depreciation and amortization: 2021 2020 2021 2020 Capitalized into inventory $ 1,169 $ 1,349 $ 3,604 $ 4,125 Expensed to general and administrative 401 397 1,206 1,251 Total depreciation and amortization $ 1,570 $ 1,746 $ 4,810 $ 5,376 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule Of Available For Sale Securities | The par value, amortized cost, gross unrealized gains and losses, and estimated fair value of investments classified as available for sale as of September 30, 2021 and December 31, 2020 are as follows (in thousands): September 30, 2021 Par Value Amortized Cost Gross Gross Level 1 Level 2 Total Fair Value Certificates of Deposit $ 10,750 $ 10,750 $ — $ (2) $ — $ 10,748 $ 10,748 December 31, 2020 Par Value Amortized Cost Gross Gross Level 1 Level 2 Total Fair Value Certificates of Deposit $ 8,500 $ 8,500 $ 7 $ — $ — $ 8,507 $ 8,507 |
Intangible and Other Non-Curr_2
Intangible and Other Non-Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary Of Intangible Assets | A summary of intangible and other non-current assets at September 30, 2021 and December 31, 2020, and amortization expense for the three and nine months ended September 30, 2021 and 2020, is as follows (in thousands): September 30, 2021 December 31, 2020 Amortizable lives Gross carrying amount Accumulated amortization Net book value Gross carrying amount Accumulated amortization Net book value Brand 15-17 $ 18,000 $ 10,827 $ 7,173 $ 18,000 $ 10,030 $ 7,970 Distributor relationships 10-14 2,700 1,976 724 2,700 1,829 871 Legacy permits 14 250 184 66 250 171 79 Trademark 20 200 131 69 200 123 77 Total $ 21,150 $ 13,118 $ 8,032 $ 21,150 $ 12,153 $ 8,997 Other non-current assets 622 241 Total intangible and other non-current assets, net $ 8,654 $ 9,238 Three Months Ended September 30, Nine Months Ended September 30, Amortization expense 2021 2020 2021 2020 Total amortization expense $ 322 $ 322 $ 965 $ 965 |
Amortization Expense for Intangible Assets | The estimated aggregate future amortization of intangible assets as of September 30, 2021 is identified below (in thousands): Amortization Remainder of 2021 $ 321 2022 1,286 2023 1,286 2024 1,286 2025 1,168 Thereafter 2,685 Total $ 8,032 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Expenses | Accounts payable and accrued liabilities consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Accounts payable and accrued grape liabilities $ 7,506 $ 3,956 Accrued compensation related expenses 2,917 1,422 Sales and marketing 593 575 Acquisition of property and equipment 342 35 Accrued interest 269 26 Depletion allowance 1,078 1,514 Production and farming 162 1,188 Operating lease liability, current — 161 Other accrued expenses 620 542 Total accounts payable and accrued liabilities $ 13,487 $ 9,419 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | A summary of debt at September 30, 2021 and December 31, 2020 is as follows (in thousands): September 30, 2021 December 31, 2020 Revolving Credit Facility (1) $ — $ — Senior Secured Term Loan Agreement due 2040, with an interest rate of 5.24% (2) 12,320 12,640 Senior Secured Term Loan Agreement due 2037, with an interest rate of 5.39% (3) 8,000 8,250 Unsecured Term Loan Agreement due 2022, with an interest rate of 1.00% (4) — 3,820 Unamortized loan fees (112) (121) Total debt 20,208 24,589 Less current portion of long-term debt 1,127 3,388 Long-term debt due after one year, net $ 19,081 $ 21,201 ______________________________________ (1) The Revolving Credit Facility is comprised of a revolving loan facility (the “Revolving Loan”) and a term revolving loan facility (the “Term Revolving Loan”), which together are secured by substantially all of Crimson’s assets. The Revolving Loan is for up to $10.0 million of availability in the aggregate for a five year term, and the Term Revolving Loan is for up to $50.0 million in the aggregate for a fifteen year (2) Pine Ridge Winery, LLC, a wholly-owned subsidiary of Crimson, is party to a senior secured term loan agreement due on October 1, 2040 (the “2015 Term Loan”). Principal and interest are payable in quarterly installments. (3) Double Canyon Vineyards, LLC, a wholly-owned subsidiary of Crimson, is party to a senior secured term loan agreement due on July 1, 2037 (the “2017 Term Loan”). Principal and interest are payable in quarterly installments. (4) On April 22, 2020, Crimson entered into an unsecured term loan agreement (the “2020 PPP Term Loan”) with American AgCredit, FLCA (“Lender”) for an aggregate principal amount of $3.8 million pursuant to a new loan program through the U.S. Small Business Administration (“SBA”) as the result of the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act and amended by the Paycheck Protection Program Flexibility Act of 2020. The Company requested loan forgiveness in April 2021 and on June 14, 2021, the forgiveness application to the SBA was approved for the full principal amount including interest. The SBA has remitted payment to the lender and the Company has been legally released from the loan agreement. In June 2021, the Company recorded a gain on extinguishment of debt for approximately $3.9 million, which includes both the full principal and interest amounts. |
Schedule of Maturities of Long-term Debt | A summary of debt maturities as of September 30, 2021 is as follows (in thousands): Principal due the remainder of 2021 $ 285 Principal due in 2022 1,140 Principal due in 2023 1,140 Principal due in 2024 1,140 Principal due in 2025 1,140 Principal due thereafter 15,475 Total $ 20,320 |
Stockholders' Equity and Stoc_2
Stockholders' Equity and Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Fair Value Assumptions of Share-based Compensation | The Company determined the grant date fair value of the awards using the Black-Scholes-Merton option-pricing valuation model, with the following assumptions and values: December 2019 Grants July 2021 Grants Expected term 5.00 years 4.75 years Expected dividend yield — % — % Risk-free interest rate 1.6 % 0.76 % Expected stock price volatility 22 % 31 % Stock price $ 6.90 $ 8.88 Grant date fair value $ 141,000 $ 575,000 |
Business Segment Information (T
Business Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule Of Segment Reporting | The following table outlines the net sales, cost of sales, gross profit (loss), directly attributable selling expenses and operating income (loss) for the Company’s reportable segments for the three and nine months ended September 30, 2021 and 2020, and also includes a reconciliation of consolidated income (loss) from operations. Other/Non-allocable net sales and gross profit include bulk wine and grape sales, event fees and non-wine retail sales. Other/Non-allocable expenses include centralized corporate expenses not specific to an identified reporting segment. Sales figures are net of related excise taxes. Three Months Ended September 30, Wholesale Direct to Consumer Other/Non-Allocable Total (in thousands) 2021 2020 2021 2020 2021 2020 2021 2020 Net sales $ 9,149 $ 8,772 $ 6,689 $ 6,243 $ 1,299 $ 852 $ 17,137 $ 15,867 Cost of sales 5,901 5,727 2,342 2,339 1,314 3,345 9,557 11,411 Gross profit (loss) 3,248 3,045 4,347 3,904 (15) (2,493) 7,580 4,456 Operating expenses: Sales and marketing 1,447 1,252 1,688 1,425 740 639 3,875 3,316 General and administrative — — — — 3,081 2,602 3,081 2,602 Total operating expenses 1,447 1,252 1,688 1,425 3,821 3,241 6,956 5,918 Net loss (gain) on disposal of property and equipment — — 6 — 5 (40) 11 (40) Restructuring costs — — — — — 114 — 114 Income (loss) from operations $ 1,801 $ 1,793 $ 2,653 $ 2,479 $ (3,841) $ (5,808) $ 613 $ (1,536) Nine Months Ended September 30, Wholesale Direct to Consumer Other/Non-Allocable Total (in thousands) 2021 2020 2021 2020 2021 2020 2021 2020 Net sales $ 27,066 $ 24,339 $ 19,291 $ 17,517 $ 2,752 $ 2,066 $ 49,109 $ 43,922 Cost of sales 17,054 16,660 7,133 6,810 3,361 5,689 27,548 29,159 Gross profit (loss) 10,012 7,679 12,158 10,707 (609) (3,623) 21,561 14,763 Operating expenses: Sales and marketing 3,711 3,930 4,542 4,494 2,417 2,305 10,670 10,729 General and administrative — — — — 9,795 8,315 9,795 8,315 Total operating expenses 3,711 3,930 4,542 4,494 12,212 10,620 20,465 19,044 Net loss (gain) on disposal of property and equipment — — 6 — (22) 137 (16) 137 Restructuring costs — — — — — 1,424 — 1,424 Income (loss) from operations $ 6,301 $ 3,749 $ 7,610 $ 6,213 $ (12,799) $ (15,804) $ 1,112 $ (5,842) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases is as follows (in thousands): September 30, 2021 December 31, 2020 Liabilities: Accounts payable and accrued liabilities $ — $ 161 Other non-current liabilities — 94 Total operating lease liabilities $ — $ 255 Weighted Average Remaining Lease Term Operating leases — 1.50 years Weighted Average Discount Rate Operating leases — 5.22 % |
Revision of Prior Period Fina_2
Revision of Prior Period Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Revision of Prior Period Financial Statements | A summary of revisions to the Company's previously reported financial statements is presented below (in thousands, except per share data). Revised Consolidated Balance Sheet June 30, 2021 As previously reported Adjustment As revised Intangible and other non-current assets, net $ 9,236 $ (241) $ 8,995 Total assets 222,452 (241) 222,211 Deferred tax liability, net — 789 789 Total liabilities 28,263 789 29,052 Accumulated deficit (83,607) (1,030) (84,637) Total stockholders’ equity 194,189 (1,030) 193,159 Total liabilities and stockholders’ equity $ 222,452 $ (241) $ 222,211 Revised Consolidated Statements of Operations and Comprehensive Income Three Months Ended June 30, 2021 As previously reported Adjustment As revised Income (loss) before income taxes $ 5,255 $ — $ 5,255 Income tax (benefit) provision (493) 1,030 537 Net income (loss) 5,748 (1,030) 4,718 Basic earnings (loss) per share 0.25 (0.04) 0.21 Fully diluted earnings (loss) per share 0.25 (0.05) 0.20 Comprehensive income (loss) $ 5,747 $ (1,030) $ 4,717 Six Months Ended June 30, 2021 As previously reported Adjustment As revised Income (loss) before income taxes $ 4,189 $ — $ 4,189 Income tax (benefit) provision (712) 1,030 318 Net income (loss) 4,901 (1,030) 3,871 Basic earnings (loss) per share 0.21 (0.04) 0.17 Fully diluted earnings (loss) per share 0.21 (0.04) 0.17 Comprehensive income (loss) $ 4,895 $ (1,030) $ 3,865 Revised Consolidated Statement of Cash Flow Six Months Ended June 30, 2021 As previously reported Adjustment As revised Operating Activities: Net income (loss) $ 4,901 $ (1,030) $ 3,871 (Benefit) provision for deferred income tax (716) 1,030 314 Net cash provided by operating activities $ 9,433 $ — $ 9,433 |
Background and Basis of Prese_4
Background and Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)winery | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Price per bottle, low range | $ | $ 16 |
Number of wineries owned (in wineries) | winery | 7 |
Revenue (Narrative) (Details)
Revenue (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Outstanding contract liability | $ 1,305 | $ 270 | |
Revenue recognized | 200 | $ 200 | |
Allowance for doubtful accounts | $ 200 | $ 200 | |
Wholesale distributor sales | Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Payment terms | 30 days | ||
Wholesale distributor sales | Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Payment terms | 120 days | ||
Bulk wine sales | |||
Disaggregation of Revenue [Line Items] | |||
Payment terms | 30 days |
Notes Receivable (Schedule of N
Notes Receivable (Schedule of Notes Receivable) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Notes receivable, current | $ 134 | $ 0 |
Notes receivable, non-current | 411 | 0 |
Total | $ 545 | $ 0 |
Notes Receivable ( Narrative) (
Notes Receivable ( Narrative) (Details) $ in Thousands | 1 Months Ended | |||
Jun. 30, 2021USD ($)apayment | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2018a | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Area of apple orchards (in acres) | a | 36 | |||
Financing receivable | $ 545 | $ 0 | ||
Real Estate Loan | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Area of apple orchards (in acres) | a | 36 | |||
Consideration received | $ 600 | |||
Proceeds from sale of real estate | 100 | |||
Financing receivable | $ 500 | |||
Stated interest | 5.00% | |||
Financing receivable, number of balloon payments | payment | 2 | |||
Financing receivable, duration until first balloon payment | 6 months | |||
Equipment Loan | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Financing receivable | $ 100 | |||
Stated interest | 5.00% |
Restructuring (Narrative) (Deta
Restructuring (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 0 | $ 1,400 | |
Restructuring charges inception-to-date | 1,400 | ||
Payments for restructuring activities (less than) | 155 | ||
Liability related to restructuring activities (less than) | $ 154 | $ 309 | |
Employee Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1,100 | ||
Asset Impairment | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 200 | ||
Other Restructuring | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 100 |
Restructuring (Roll Forward of
Restructuring (Roll Forward of Restructuring Reserve) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Reserve [Roll Forward] | ||
Balance at December 31, 2020 | $ 309 | |
Additions | 0 | $ 1,400 |
Payments | (155) | |
Balance at September 30, 2021 | $ 154 |
Inventory (Summary of Inventory
Inventory (Summary of Inventory) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 30,425 | $ 34,970 |
In-process goods | 23,852 | 21,498 |
Packaging and bottling supplies | 1,262 | 1,086 |
Total inventory | $ 55,539 | $ 57,554 |
Inventory (Narrative) (Details)
Inventory (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |||
Loss on write-down of inventory | $ 901 | $ 2,717 | |
Inventory reserve | $ 2,700 | $ 4,400 |
Property and Equipment (Summary
Property and Equipment (Summary of Property and Equipment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 183,929 | $ 183,929 | $ 183,551 | ||
Accumulated depreciation and amortization | (72,523) | (72,523) | (69,868) | ||
Total property and equipment, net | 111,406 | 111,406 | 113,683 | ||
Capitalized into inventory | 1,169 | $ 1,349 | 3,604 | $ 4,125 | |
Expensed to general and administrative | 401 | 397 | 1,206 | 1,251 | |
Total depreciation and amortization | 1,570 | $ 1,746 | 4,810 | $ 5,376 | |
Land and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 44,912 | 44,912 | 44,912 | ||
Buildings and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 59,441 | $ 59,441 | 59,265 | ||
Buildings and improvements | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciable Lives | 20 years | ||||
Buildings and improvements | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciable Lives | 40 years | ||||
Winery and vineyard equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 34,052 | $ 34,052 | 35,350 | ||
Winery and vineyard equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciable Lives | 3 years | ||||
Winery and vineyard equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciable Lives | 25 years | ||||
Vineyards and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 35,375 | $ 35,375 | 33,651 | ||
Vineyards and improvements | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciable Lives | 7 years | ||||
Vineyards and improvements | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciable Lives | 25 years | ||||
Caves | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 5,639 | $ 5,639 | 5,639 | ||
Caves | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciable Lives | 20 years | ||||
Caves | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciable Lives | 40 years | ||||
Vineyards under development | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 991 | $ 991 | 2,565 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 3,519 | $ 3,519 | $ 2,169 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($)a | |
Property, Plant and Equipment [Line Items] | ||||
Area of apple orchards (in acres) | a | 36 | |||
Assets held for sale | $ 0.6 | |||
Asset impairment charges | $ 1.1 | $ 0.1 | ||
Apple Orchards | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment charges | $ 0.1 | |||
Land | ||||
Property, Plant and Equipment [Line Items] | ||||
Proceeds from sale of property held-for-sale | $ 0.6 |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Investment maturity period | 2 years | |
Gross unrealized gains on available for sale securities (less than) | $ 100 | |
Fair value of outstanding debt | 22,800 | |
Carrying value of outstanding debt | 20,320 | |
2015 Term Loan | ||
Debt Instrument [Line Items] | ||
Carrying value of outstanding debt | $ 12,320 | $ 12,640 |
Interest rate (as a percent) | 4.35% | |
2017 Term Loan | ||
Debt Instrument [Line Items] | ||
Carrying value of outstanding debt | $ 8,000 | $ 8,250 |
Interest rate (as a percent) | 4.21% |
Financial Instruments (Schedule
Financial Instruments (Schedule Of Available For Sale Securities) (Details) - Certificates of Deposit - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Securities, Available-for-sale [Line Items] | ||
Par Value | $ 10,750 | $ 8,500 |
Amortized Cost | 10,750 | 8,500 |
Gross Unrealized Gains | 0 | 7 |
Gross Unrealized Losses | (2) | 0 |
Total Fair Value Measurements | 10,748 | 8,507 |
Level 1 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Total Fair Value Measurements | 0 | 0 |
Level 2 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Total Fair Value Measurements | $ 10,748 | $ 8,507 |
Intangible and Other Non-Curr_3
Intangible and Other Non-Current Assets (Summary Of Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying amount | $ 21,150 | $ 21,150 | $ 21,150 | ||
Accumulated amortization | 13,118 | 13,118 | 12,153 | ||
Net book value | 8,032 | 8,032 | 8,997 | ||
Other non-current assets | 622 | 622 | 241 | ||
Total intangible and other non-current assets, net | 8,654 | 8,654 | 9,238 | ||
Total amortization expense | 322 | $ 322 | 965 | $ 965 | |
Brand | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying amount | 18,000 | 18,000 | 18,000 | ||
Accumulated amortization | 10,827 | 10,827 | 10,030 | ||
Net book value | 7,173 | $ 7,173 | 7,970 | ||
Brand | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortizable lives (in years) | 15 years | ||||
Brand | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortizable lives (in years) | 17 years | ||||
Distributor relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying amount | 2,700 | $ 2,700 | 2,700 | ||
Accumulated amortization | 1,976 | 1,976 | 1,829 | ||
Net book value | 724 | $ 724 | 871 | ||
Distributor relationships | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortizable lives (in years) | 10 years | ||||
Distributor relationships | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortizable lives (in years) | 14 years | ||||
Legacy permits | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortizable lives (in years) | 14 years | ||||
Gross carrying amount | 250 | $ 250 | 250 | ||
Accumulated amortization | 184 | 184 | 171 | ||
Net book value | 66 | $ 66 | 79 | ||
Trademark | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortizable lives (in years) | 20 years | ||||
Gross carrying amount | 200 | $ 200 | 200 | ||
Accumulated amortization | 131 | 131 | 123 | ||
Net book value | $ 69 | $ 69 | $ 77 |
Intangible and Other Non-Curr_4
Intangible and Other Non-Current Assets (Amortization expense for Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 321 | |
2022 | 1,286 | |
2023 | 1,286 | |
2024 | 1,286 | |
2025 | 1,168 | |
Thereafter | 2,685 | |
Net book value | $ 8,032 | $ 8,997 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued grape liabilities | $ 7,506 | $ 3,956 |
Accrued compensation related expenses | 2,917 | 1,422 |
Sales and marketing | 593 | 575 |
Acquisition of property and equipment | 342 | 35 |
Accrued interest | 269 | 26 |
Depletion allowance | 1,078 | 1,514 |
Production and farming | 162 | 1,188 |
Operating lease liability, current | 0 | 161 |
Other accrued expenses | 620 | 542 |
Total accounts payable and accrued liabilities | $ 13,487 | $ 9,419 |
Debt (Schedule of Debt) (Detail
Debt (Schedule of Debt) (Details) - USD ($) | Apr. 22, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||||
Carrying value of outstanding debt | $ 20,320,000 | $ 20,320,000 | |||||
Unamortized loan fees, total | (112,000) | (112,000) | $ (121,000) | ||||
Total debt, net of unamortized loan fees | 20,208,000 | 20,208,000 | 24,589,000 | ||||
Current portion of long-term debt, net of unamortized loan fees | 1,127,000 | 1,127,000 | 3,388,000 | ||||
Long-term debt, net of current portion and unamortized loan fees | 19,081,000 | 19,081,000 | 21,201,000 | ||||
Proceeds from 2020 PPP Term Loan | 0 | $ 3,820,000 | |||||
Gain on extinguishment | $ 3,900,000 | 0 | $ 0 | $ 3,863,000 | $ 0 | ||
Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Unused line fee (as a percent) | 0.15% | ||||||
Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Unused line fee (as a percent) | 0.25% | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility borrowing capacity | 10,000,000 | $ 10,000,000 | |||||
Term of debt | 5 years | ||||||
Term Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility borrowing capacity | $ 50,000,000 | $ 50,000,000 | |||||
Term of debt | 15 years | ||||||
2015 Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 5.24% | 5.24% | |||||
Carrying value of outstanding debt | $ 12,320,000 | $ 12,320,000 | 12,640,000 | ||||
2015 Term Loan | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Revolving Credit Facility | $ 0 | $ 0 | 0 | ||||
2017 Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 5.39% | 5.39% | |||||
Carrying value of outstanding debt | $ 8,000,000 | $ 8,000,000 | 8,250,000 | ||||
2020 PPP Loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 1.00% | 1.00% | |||||
Carrying value of outstanding debt | $ 0 | $ 0 | $ 3,820,000 | ||||
2020 PPP Loan | Small Business Association Loan | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from 2020 PPP Term Loan | $ 3,800,000 |
Debt (Long-term Debt Maturities
Debt (Long-term Debt Maturities) (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Maturities of Long-term Debt [Abstract] | |
Principal due the remainder of 2021 | $ 285 |
Principal due in 2022 | 1,140 |
Principal due in 2023 | 1,140 |
Principal due in 2024 | 1,140 |
Principal due in 2025 | 1,140 |
Principal due thereafter | 15,475 |
Total | $ 20,320 |
Stockholders' Equity and Stoc_3
Stockholders' Equity and Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | May 24, 2021USD ($)$ / sharesshares | Jul. 31, 2021USD ($)incrementshares | Dec. 31, 2019USD ($)shares | Feb. 28, 2013shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) |
Stockholders' Equity Note [Abstract] | ||||||||
Repurchased common stock (in shares) | 719,291 | |||||||
Purchase price (in dollars per share) | $ / shares | $ 8.65 | |||||||
Repurchase of common stock | $ | $ 6,200 | $ 6,240 | $ 0 | |||||
Units issued under share-based compensation arrangement (in shares) | 233,000 | 89,000 | 1,000,000 | |||||
Number of vesting tranches | increment | 4 | |||||||
Vesting period (in years) | 5 years | |||||||
Expiration period (in years) | 7 years | 7 years | ||||||
Options outstanding under share-based compensation arrangement (in shares) | 322,000 | 322,000 | ||||||
Stock-based compensation | $ | $ 575 | $ 141 | $ 75 | $ 7 | $ 89 | $ 21 |
Stockholders' Equity and Stoc_4
Stockholders' Equity and Stock-Based Compensation - Grant Date Fair Value of the Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2021 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | ||||||
Expected term (in years) | 4 years 9 months | 5 years | ||||
Expected dividend yield (as a percent) | 0.00% | 0.00% | ||||
Risk-free interest rate (as a percent) | 0.76% | 1.60% | ||||
Expected Stock price volatility (as a percent) | 31.00% | 22.00% | ||||
Stock price (in dollars per share) | $ 8.88 | $ 6.90 | ||||
Grant date fair value | $ 575 | $ 141 | $ 75 | $ 7 | $ 89 | $ 21 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 23.00% | 26.20% | 8.80% | 29.50% |
Unrecognized tax benefits | $ 0 | $ 0 |
Business Segment Information (N
Business Segment Information (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Business Segment Information (S
Business Segment Information (Schedule Of Segment Reporting) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 17,137 | $ 15,867 | $ 49,109 | $ 43,922 |
Cost of sales | 9,557 | 11,411 | 27,548 | 29,159 |
Gross profit | 7,580 | 4,456 | 21,561 | 14,763 |
Operating expenses: | ||||
Sales and marketing | 3,875 | 3,316 | 10,670 | 10,729 |
General and administrative | 3,081 | 2,602 | 9,795 | 8,315 |
Total operating expenses | 6,956 | 5,918 | 20,465 | 19,044 |
Net loss (gain) on disposal of property and equipment | 11 | (40) | (16) | 137 |
Restructuring costs | 0 | 114 | 0 | 1,424 |
Income (loss) from operations | 613 | (1,536) | 1,112 | (5,842) |
Operating Segments | Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 9,149 | 8,772 | 27,066 | 24,339 |
Cost of sales | 5,901 | 5,727 | 17,054 | 16,660 |
Gross profit | 3,248 | 3,045 | 10,012 | 7,679 |
Operating expenses: | ||||
Sales and marketing | 1,447 | 1,252 | 3,711 | 3,930 |
General and administrative | 0 | 0 | 0 | 0 |
Total operating expenses | 1,447 | 1,252 | 3,711 | 3,930 |
Net loss (gain) on disposal of property and equipment | 0 | 0 | 0 | 0 |
Restructuring costs | 0 | 0 | 0 | 0 |
Income (loss) from operations | 1,801 | 1,793 | 6,301 | 3,749 |
Operating Segments | Direct to Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 6,689 | 6,243 | 19,291 | 17,517 |
Cost of sales | 2,342 | 2,339 | 7,133 | 6,810 |
Gross profit | 4,347 | 3,904 | 12,158 | 10,707 |
Operating expenses: | ||||
Sales and marketing | 1,688 | 1,425 | 4,542 | 4,494 |
General and administrative | 0 | 0 | 0 | 0 |
Total operating expenses | 1,688 | 1,425 | 4,542 | 4,494 |
Net loss (gain) on disposal of property and equipment | 6 | 0 | 6 | 0 |
Restructuring costs | 0 | 0 | 0 | 0 |
Income (loss) from operations | 2,653 | 2,479 | 7,610 | 6,213 |
Other/Non-Allocable | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,299 | 852 | 2,752 | 2,066 |
Cost of sales | 1,314 | 3,345 | 3,361 | 5,689 |
Gross profit | (15) | (2,493) | (609) | (3,623) |
Operating expenses: | ||||
Sales and marketing | 740 | 639 | 2,417 | 2,305 |
General and administrative | 3,081 | 2,602 | 9,795 | 8,315 |
Total operating expenses | 3,821 | 3,241 | 12,212 | 10,620 |
Net loss (gain) on disposal of property and equipment | 5 | (40) | (22) | 137 |
Restructuring costs | 0 | 114 | 0 | 1,424 |
Income (loss) from operations | $ (3,841) | $ (5,808) | $ (12,799) | $ (15,804) |
Commitments and Contingencies_2
Commitments and Contingencies (Supplemental Balance Sheet Information) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accounts payable and accrued liabilities | $ 0 | $ 161 |
Other non-current liabilities | 0 | 94 |
Total operating lease liabilities | $ 0 | $ 255 |
Weighted average remaining lease term, operating leases | 1 year 6 months | |
Weighted average discount rate, operating leases | 0.00% | 5.22% |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accounts payable and accrued liabilities | Accounts payable and accrued liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities | Other non-current liabilities |
Commitments and Contingencies_3
Commitments and Contingencies (Narrative) (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Aug. 31, 2020USD ($) | Oct. 31, 2019USD ($) | Oct. 31, 2017vineyard | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2018USD ($) | |
Loss Contingencies [Line Items] | |||||||||||
Base rent expense (less than) | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.2 | |||||||
Base rent expense related to lease liability | 0.1 | 0.2 | |||||||||
Cash paid for operating lease liabilities | $ 0.1 | $ 0.2 | |||||||||
Insurance proceeds | $ 0.1 | $ 0.2 | |||||||||
Natural Disasters and Other Casualty Events | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of vineyards impacted by wildfires | vineyard | 2 | ||||||||||
Insurance proceeds | $ 0.1 | $ 0.2 | $ 1.1 | ||||||||
Inventory losses | $ 3.5 | ||||||||||
Natural Disasters and Other Casualty Events | Cost of sales | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Insurance proceeds | 0.6 | ||||||||||
Natural Disasters and Other Casualty Events | Other income, net | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Insurance proceeds | $ 0.5 |
Revision of Prior Period Fina_3
Revision of Prior Period Financial Statements - Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Assets | ||||||
Total non-current assets | $ 121,322 | $ 8,995 | $ 124,183 | |||
Total assets | 229,396 | 222,211 | 230,368 | |||
Liabilities | ||||||
Deferred tax liability, net | 870 | 789 | 477 | |||
Total liabilities | 35,879 | 29,052 | 34,848 | |||
Stockholders’ Equity | ||||||
Accumulated deficit | (84,353) | (84,637) | (82,275) | |||
Total stockholders’ equity | 193,517 | 193,159 | 195,520 | $ 197,552 | $ 198,857 | $ 201,899 |
Total liabilities and stockholders’ equity | $ 229,396 | 222,211 | $ 230,368 | |||
As previously reported | ||||||
Assets | ||||||
Total non-current assets | 9,236 | |||||
Total assets | 222,452 | |||||
Liabilities | ||||||
Deferred tax liability, net | 0 | |||||
Total liabilities | 28,263 | |||||
Stockholders’ Equity | ||||||
Accumulated deficit | (83,607) | |||||
Total stockholders’ equity | 194,189 | |||||
Total liabilities and stockholders’ equity | 222,452 | |||||
Adjustment | ||||||
Assets | ||||||
Total non-current assets | (241) | |||||
Total assets | (241) | |||||
Liabilities | ||||||
Deferred tax liability, net | 789 | |||||
Total liabilities | 789 | |||||
Stockholders’ Equity | ||||||
Accumulated deficit | (1,030) | |||||
Total stockholders’ equity | (1,030) | |||||
Total liabilities and stockholders’ equity | $ (241) |
Revision of Prior Period Fina_4
Revision of Prior Period Financial Statements - Statements of Operations and Comprehensive Income (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Income (loss) before income taxes | $ 368 | $ 5,255 | $ (1,755) | $ 4,189 | $ 4,557 | $ (6,212) |
Income tax (benefit) provision | 84 | 537 | (459) | 318 | 402 | (1,831) |
Net income (loss) | $ 284 | $ 4,718 | $ (1,296) | $ 3,871 | $ 4,155 | $ (4,381) |
Basic earnings (loss) per share (in dollars per share) | $ 0.01 | $ 0.21 | $ (0.06) | $ 0.17 | $ 0.18 | $ (0.19) |
Fully diluted earnings (loss) per share (in dollars per share) | $ 0.01 | $ 0.20 | $ (0.06) | $ 0.17 | $ 0.18 | $ (0.19) |
Comprehensive income (loss) | $ 283 | $ 4,717 | $ (1,312) | $ 3,865 | $ 4,148 | $ (4,368) |
As previously reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Income (loss) before income taxes | 5,255 | 4,189 | ||||
Income tax (benefit) provision | (493) | (712) | ||||
Net income (loss) | $ 5,748 | $ 4,901 | ||||
Basic earnings (loss) per share (in dollars per share) | $ 0.25 | $ 0.21 | ||||
Fully diluted earnings (loss) per share (in dollars per share) | $ 0.25 | $ 0.21 | ||||
Comprehensive income (loss) | $ 5,747 | $ 4,895 | ||||
Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Income (loss) before income taxes | 0 | 0 | ||||
Income tax (benefit) provision | 1,030 | 1,030 | ||||
Net income (loss) | $ (1,030) | $ (1,030) | ||||
Basic earnings (loss) per share (in dollars per share) | $ (0.04) | $ (0.04) | ||||
Fully diluted earnings (loss) per share (in dollars per share) | $ (0.05) | $ (0.04) | ||||
Comprehensive income (loss) | $ (1,030) | $ (1,030) |
Revision of Prior Period Fina_5
Revision of Prior Period Financial Statements - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net cash flows from operating activities: | ||||||
Net income (loss) | $ 284 | $ 4,718 | $ (1,296) | $ 3,871 | $ 4,155 | $ (4,381) |
Adjustments to reconcile net loss to net cash used in operations: | ||||||
Provision (benefit) for deferred income taxes | 314 | 395 | (88) | |||
Net cash provided by operating activities | 9,433 | $ 13,242 | $ 9,200 | |||
As previously reported | ||||||
Net cash flows from operating activities: | ||||||
Net income (loss) | 5,748 | 4,901 | ||||
Adjustments to reconcile net loss to net cash used in operations: | ||||||
Provision (benefit) for deferred income taxes | (716) | |||||
Net cash provided by operating activities | 9,433 | |||||
Adjustment | ||||||
Net cash flows from operating activities: | ||||||
Net income (loss) | $ (1,030) | (1,030) | ||||
Adjustments to reconcile net loss to net cash used in operations: | ||||||
Provision (benefit) for deferred income taxes | 1,030 | |||||
Net cash provided by operating activities | $ 0 |