Vintage Wine Estates, Inc. (Form: 8-K, Received: 02/08/2023 17:21:07)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 5, 2023

LOGO

Vintage Wine Estates, Inc.

(Exact name of registrant as specified in its charter)


Nevada	001-40016	87-1005902
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

937 Tahoe Boulevard, Suite 210

Incline Village, Nevada 89451

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (877) 289-9463

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value per share	VWE	The Nasdaq Stock Market LLC
Warrants to purchase common stock	VWEWW	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 — Results of Operations and Financial Condition

On February 8, 2023, Vintage Wine Estates, Inc. (“VWE” or the “Company”) issued a press release announcing, among other things, certain preliminary unaudited financial results for the quarterly period ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information set forth, or referred to, in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such filing.

Item 4.02 — Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

On February 5, 2023, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of the Company, after discussion with management and the Company’s independent registered public accounting firm, determined that the Company’s previously issued financial statements as of and for the three months ended September 30, 2022 (the “Subject Period”) should no longer be relied upon and should be restated due to the identification of an accounting error.

The restatement results from an accounting error relating to the classification of certain assets and the classification and timing of recording certain costs for the Subject Period. Accordingly, investors should no longer rely on the Company’s previously issued financial statements, earnings release or similar communications relating to the Subject Period.

These required adjustments were identified during the Company’s financial close process for the second quarter of fiscal 2023 and did not involve any misconduct with respect to the Company, its management or employees.

As a result of the accounting error identified, the Company will:

restate its unaudited condensed consolidated financial statements and the notes thereto for the Subject Period; and

amend its Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) for the Subject Period.

For the Subject Period, the restatement is expected to result in an increase in net revenue of approximately $0.7 million, an increase in cost of goods sold of approximately $2.9 million and a decrease in selling, general, and administrative expenses of approximately $0.6 million, resulting in an approximately $0.8 million decrease in net income. After giving effect to these changes, the Company expects diluted earnings per share allocable to common stockholders for the Subject Period as previously reported will be reduced from $0.02 to $0.00. The restatement is not expected to impact the Company’s historical net earnings beyond the Subject Period. In addition, current assets decreased $1.3 million and current liabilities decreased $0.5 million. The description in this report of the accounting error, the required adjustments and the expected impacts of the restatement are preliminary, unaudited and subject to further change in connection with the completion of the restatement.

The Company intends to file an amendment to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 (the “Amended Q1 10-Q”) in order to restate the financial statements for the Subject Period as soon as practicable.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting firm, Cherry Bekaert LLP.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 7, 2023, the Company and Patrick Roney, founder of VWE, entered into a letter agreement (the “Letter Agreement”) whereby Mr. Roney voluntarily elected to transition from Chief Executive Officer of the Company to Executive Chairman of the Board, effective February 7, 2023. Pursuant to the terms of the Letter Agreement, the Employment Agreement between the Company and Mr. Roney effective June 7, 2021 (the “Prior Employment Agreement”) was terminated and upon such termination the Company agreed to provide Mr. Roney his accrued but unpaid Base Salary and PTO (as defined in the Prior Employment Agreement) through February 7, 2023, and any vested amounts or benefits that he is entitled to receive under any plan, program, or policy, as described in Section 5.1 of the Prior Employment Agreement. Mr. Roney expressly waived any claim to the severance benefits described in Section 5.2(b) of the Prior Employment Agreement. Pursuant to the terms of the Letter Agreement, Mr. Roney will receive an annual base salary of $250,000 for his service as Executive Chairman and will be eligible to participate in the Company’s employee benefit plans and programs in accordance with their terms and eligibility requirements. In connection with his appointment as Executive Chairman, all outstanding stock options and unvested restricted stock units previously granted to Mr. Roney under the Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”) ceased to vest and any unvested awards were forfeited.

Also on February 7, 2023, the Board appointed Jon Moramarco, a member of the Board, as the Company’s Interim Chief Executive Officer. In connection with such appointment, the Company entered into a consulting agreement (the “Consulting Agreement”) with bw166 LLC (“bw166”) and Mr. Moramarco, pursuant to which the Company will pay bw166 a monthly fee of $17,500 and will reimburse bw166 and Mr. Moramarco for reasonable business-related expenses in connection with the Interim Chief Executive Officer services provided thereunder. Additionally, the Company agreed to award Mr. Moramarco a one-time grant of 100,000 restricted stock units pursuant to the 2021 Plan, which will vest in full on the one-year anniversary of the grant date. Mr. Moramarco is the Managing Partner of bw166 and has a controlling interest therein.

Jon Moramarco, age 65, has served as an independent director on our Board since June 2021. While Mr. Moramarco serves as our Interim Chief Executive Officer, he will not qualify as an independent director pursuant to the Nasdaq independence standards. Mr. Moramarco has nearly 40 years of uninterrupted involvement in the wine industry. Since 2009, he has been Managing Partner of bw166 LLC, a consultancy to the beverage alcohol industry and provider of beverage alcohol industry data. Industry reports published by bw166 LLC include the bw166 Total Beverage Alcohol Overview and The Gomberg & Frederiksen Report. From 2010 to 2014, Mr. Moramarco was President and Chief Executive Officer of Winebow Inc., a significant importer of table wines into the U.S. market and a wholesaler of fine wines and craft spirits. From 1999 to 2009, was an executive with Constellation Brands, holding positions such as President and Chief Executive Officer of Canandaigua Wine Co. (1999-2003), President and Chief Executive Officer of Icon Estates (2003-2005), President and Chief Executive Officer of Constellation Europe (2007-2007) and Chief Executive Officer of Constellation International (2007-2009). In his final role at Constellation Brands leading to his recruitment to Winebow Inc., he served on the Executive Management Committee of the parent company and participated in all board meetings. From 1982 to 1999, Mr. Moramarco held a series of positions with Allied Domecq and its predecessor companies. He holds a B.S. degree in Agricultural Science & Management from the University of California at Davis and a certificate in Organizational Change from Stanford Business School. Mr. Moramarco’s professional affiliations include the Executive Leadership Board for Viticulture and Enology of the University of California at Davis and former board positions with the Wine Institute of California, the American Vintners Association and the Wine Market Council. There are no family relationships among Mr. Moramarco and any of our directors and executive officers and, except as discussed above, there are no arrangements or understandings between him and any other persons pursuant to which he was appointed as our Interim Chief Executive Officer.

In connection with the foregoing changes, the Board also appointed Paul Walsh, who previously served as Chairman of the Board, as Independent Lead Director effective February 7, 2023. In connection therewith, the Board approved an adjustment of Mr. Walsh’s annual compensation as a member of the Board to $250,000.

Due to the vacancy on the Audit Committee created by the appointment of Mr. Moramarco as Interim Chief Executive Officer, on February 7, 2023, the Board appointed Timothy D. Proctor, a member of the Board, as a member of the Audit Committee.

The foregoing summary of the Letter Agreement and the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement and the Consulting Agreement, respectively, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, and are incorporated herein by reference.

The Company issued a press release announcing such management changes on February 8, 2023. A copy of the press release is attached as Exhibit 99.2 hereto and incorporated herein by reference.

Item 7.01 — Regulation FD Disclosure

On February 8, 2023, the Company issued a press release announcing, among other things, that the filing of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022 and the announcement of the related financial results will be delayed due to management identifying impairment indicators, which require additional analysis, late in the financial reporting and closing process. Due to the time required to complete this process, the Company expects it will file its second quarter financial results in mid-March 2023 following the filing of the Amended Q1 10-Q. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information set forth, or referred to, in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such filing.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits.


Exhibit Number		Description

10.1		Letter Agreement, dated February 7, 2023, between Vintage Wine Estates, Inc. and Patrick Roney

10.2		Consulting Agreement, dated February 7, 2023, among Vintage Wine Estates, Inc., bw166 LLC and Jon Moramarco

99.1		Press release, dated February 8, 2023

99.2		Press release, dated February 8, 2023

104		Cover Page Interactive Data File (embedded within the inline XBRL document)

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are all statements other than those of historical fact. Certain of these forward-looking statements can be identified by the use of words such as “expects,” “intends,” “plans,” “may,” “should,” “will,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Company’s intent to restate certain historical financial statements and the timing and impact of the restatement, as well as statements regarding the Company’s anticipated filing of its financial results for the quarterly period ended December 31, 2022. These statements are based on the Company’s current expectations as of the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not undertake any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise, except as required by law. Accordingly, readers are cautioned not to put undue reliance on forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						Vintage Wine Estates, Inc.
						(Registrant)

Date: February 8, 2023						/s/ Kristina Johnston
						Kristina Johnston
						Chief Financial Officer

Exhibit 10.1

February 7, 2023

Pat Roney

[* * *]

Incline Village, NV 89451

Re: Termination of Employment Agreement; New Appointment

Dear Pat,

As we have discussed, you have elected to voluntarily step down as the Chief Executive Officer of Vintage Wine Estates, Inc. (the “Company”) and have agreed to serve as the Company’s Executive Chairman and remain a member of the Board of Directors of the Company (the “Board”). By signing this letter agreement (this “Agreement”) below, you and the Company agree to the following terms and conditions in connection with this transition.

Resignation; Termination of Prior Employment Agreement.

Resignation without Good Reason and Termination of Agreement. You and the Company are party to that certain employment agreement attached hereto as Schedule A (the “Prior Employment Agreement”). By signing below, you agree that you are hereby voluntarily resigning your employment as Chief Executive Officer without Good Reason pursuant to Section 5.1(a) of the Prior Employment Agreement, effective as of the date set forth above (the “Transition Date”). As a result of your resignation, you and the Company agree that the Prior Employment Agreement shall terminate upon the Transition Date, subject to the survival provisions set forth in Section 8.13 of the Prior Employment Agreement.

Waiver of Notice Period. By signing below, the Company agrees to waive the 45-day notice of resignation requirement set forth in Section 5.1(a) of the Prior Employment Agreement and accept your resignation as of the Transition Date.

Termination Benefits. In connection with your resignation, the Company will provide you with the benefits described in Section 5.1(a)(1) of the Prior Employment Agreement, as applicable. By signing below, you agree that you are not entitled to any of the severance benefits described in Section 5.2(b) of the Prior Employment Agreement and hereby waive any claim to them.

Appointment as Executive Chairman. Effective as of the Transition Date and concurrent with the termination of the Prior Employment Agreement, you shall be appointed to serve as and be employed as the Executive Chairman of the Company. The terms and conditions of your appointment/employment are as follows:

Duties; Service on Board of Directors. In your role as Executive Chairman, you will perform those duties assigned to you by the Board. It is anticipated that such duties will be communicated to you by the Board’s Lead Independent Director.

Base Compensation. You will receive a base salary of $250,000 per year, less applicable deductions and withholdings, which will be paid in accordance with the Company’s regular payroll schedule. You agree that this salary is inclusive of any remuneration for your service on the Company’s Board.

Equity. Your outstanding stock options and restricted stock units granted under the Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”) will cease to vest and any unvested awards will be forfeited by you in connection with your appointment as Executive Chairman.

Employee Benefits. You shall be eligible to participate in the Company’s employee benefit plans and programs in accordance with their terms and eligibility requirements. Such plans and programs may be amended by the Company from time to time at its discretion.

At-Will Employment. You understand and agree that your employment with the Company shall be on an “at-will” basis, meaning that you or the Company (via Board resolution) may terminate your employment at any time, for any reason, and without prior notice. You shall not be entitled to any severance or post-termination benefits, excepts as required by applicable law. The termination of your employment shall not affect your appointment as a member of the Board. After the termination of your employment, you will serve as Chairman for so long as the Board desires and receive an annual retainer for your services as Chairman of $250,000.

Arbitration. You and the Company agree that, except as set forth in Section 4(b) below, any dispute, claim or controversy concerning your employment or separation therefrom, or any dispute, claim or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Reno, Nevada, in accordance with the JAMS Employment Arbitration Rules & Procedures (a copy of the Rules can be obtained from www.jamsadr.com/rules-employment-arbitration) or the then current rules as adopted by the arbitration company agreed to by you and the Company. The dispute will be decided by a single neutral arbitrator. The arbitrator may grant injunctions or other relief in such dispute or controversy. The arbitrator shall authorize discovery sufficient to adequately arbitrate the parties’ claims as determined by the arbitrator, including access to essential documents and witnesses. The decision of the arbitrator shall be made in writing and will be final, conclusive, and binding on the parties to the arbitration. To the extent allowed by law, the parties to this Agreement intend to arbitrate any disputes between them on an individual basis only. The parties agree that they shall not join or consolidate claims submitted for arbitration under this Agreement with those of any other persons, and that no form of class, collective, or representative action shall be maintained without the mutual consent of the parties. The parties agree, to the extent required by law, the Company will pay those costs specific to the arbitration process including the cost of the arbitrator. The parties agree, to the extent allowed by law, the prevailing party in arbitration shall be entitled to recover fees and costs associated with the arbitration including, but not limited to, attorneys’ fees as determined by the arbitrator. Any

disputes regarding whether the parties may pursue a class, collective, or representative action, in arbitration are to be decided by a court of competent jurisdiction. For all other issues, the arbitrator and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. This arbitration provision is governed by the Federal Arbitration Act.

General Provisions

Entire Agreement. This Agreement when executed, contains a complete statement of all the terms of the arrangements between you, on the one hand, and the Company with respect to your employment by the Company and supersedes all other agreements and understandings, whether oral or in writing, between the you and the Company with respect to your employment and the other subject matter hereof, including the Prior Employment Agreement; provided, however, that any covenants or agreements regarding non-competition, non-solicitation, confidentiality and related matters, including the Employee Confidentiality and Intellectual Property Assignment Agreement between you and the Company attached to the Prior Employment Agreement as Exhibit A shall survive the termination of the Prior Employment Agreement and shall remain in full force and effect. Each party acknowledges that no representations, inducements, promises or agreements, whether oral or in writing, have been made by any party, or on behalf of any party, which are not embodied herein. No agreement, promises or statement not contained in this Agreement shall be valid and binding, unless agreed to in writing and signed by the parties sought to be bound thereby.

Governing Law: Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without regard to principles of conflicts of law. To the extent that any claim or action arising out of this Agreement or your appointment/employment by the Company or termination therefrom cannot be arbitrated under Section 3 of this Agreement, such claim or action shall be brought and heard in the state and federal courts of the State of Nevada, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any such courts.

Waiver. Either party may waive compliance by the other party with any provision of this Agreement. The failure of a party to insist on strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No waiver of any provision shall be construed as a waiver of any other provision. Any waiver must be in writing.

Severability. If any one or more of the terms, provisions, covenants and restrictions of this Agreement shall be determined by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties will attempt to agree upon a valid and enforceable provision which shall be a reasonable substitute for such invalid and unenforceable provision in light of the tenor of this Agreement, and, upon so agreeing, shall incorporate such substitute provision in this Agreement. In addition, if any one or more of the provisions contained in this Agreement shall for any reason be determined by a court of competent jurisdiction to be excessively broad as to duration, geographical scope, activity, or subject, it shall be construed, by limiting or reducing it, to be enforceable to the extent compatible with then applicable law.

Counterparts. This Agreement may be executed in any number of counterparts and each such duplicate counterpart shall constitute an original, any one of which may be introduced in evidence or used for any other purpose without the production of its duplicate counterpart. Moreover, notwithstanding that any of the parties did not execute the same counterpart, each counterpart shall be deemed for all purposes to be an original, and all such counterparts shall constitute one and the same instrument, binding on all the parties hereto.

Advice of Counsel. Both parties hereto acknowledge that they have had the opportunity to seek and obtain the advice of counsel before entering into this Agreement and have done so to the extent desired and have fully read the Agreement and understand the meaning and import of all the terms hereof.

Assignment. This Agreement shall inure to the benefit of the Company and its successors and assigns and shall be binding upon the Company and its successors and assigns. This Agreement shall also be binding upon you and inure to the benefit of you and your heirs, administrators, executors, and assigns. You shall not assign or delegate his duties under this Agreement, and any such assignment or delegation shall be null and void.

Agreement to Take Actions. Each party to this Agreement shall execute and deliver such documents, certificates, agreements, and other instruments, and shall take all other actions, as may be reasonably necessary or desirable to perform his or its obligations under this Agreement.

[Signature Page Follows]

To accept this Agreement, please sign below in the designated space.


VINTAGE WINE ESTATES, INC.

By:		/s/ Kristina Johnston
Name: Kristina Johnston
Title: Chief Financial Officer

Agreed as of the date set forth above:

/s/ Pat Roney

Pat Roney

Exhibit 10.2

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is effective as of February 7, 2023 (the “Effective Date”) by and among bw166 LLC (“bw166”); bw166’s employee Jon Moramarco (“Representative”); and Vintage Wine Estates, Inc. (the “Company”).

WHEREAS, the Company desires to engage bw166 to provide certain services;

WHEREAS, bw166 has appointed Representative (collectively with bw166, “Consultant”) to serve as bw166’s liaison to the Company and primary provider of the services described herein; and

WHEREAS, Consultant will be provided with and maintain access to trade secrets, proprietary information and other confidential information regarding the Company, which the Company desires to protect.

NOW, THEREFORE, in consideration of the promises and the consideration stated in this Agreement, the parties hereby agree as follows.

1. Term of Agreement; Termination. Effective on the Effective Date, the Company hereby engages Consultant, and Consultant hereby agrees to provide services to the Company under this Agreement. This Agreement shall continue on a month-to-month basis until terminated as set forth below. The period of Consultant’s engagement with the Company is referred to herein as the “Consulting Term.” During the Consulting Term, either party may terminate this Agreement upon five (5) days’ written notice; provided, that either party may terminate this Agreement immediately upon written notice in the event that the other party breaches this Agreement. Neither this Agreement nor its termination shall affect Representative’s position as a member of the Board of Directors of the Company (the “Board”).

2. Consulting Services.

(a) Consultant shall perform the services described on Schedule A (the “Services”).

(b) Consultant shall be, and for all purposes shall be deemed to be, an independent contractor with respect to the Company. Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, employment relationship or other enterprise among the parties. The Company shall not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Consultant’s behalf. Consultant shall be solely responsible for all taxes, estimated or otherwise, federal, state, and local, due with respect to Consultant’s performance of services (or the payment of fees or other amounts) hereunder, and shall pay such taxes when due.

(c) As an independent contractor, Consultant agrees and understands that, apart from the Fees (defined below), Consultant is not entitled to any other compensation, benefits or privileges established for Company employees, such as life, accident or health insurance, vacation and sick leave with pay, paid holidays, bonus plan participation, or severance pay upon termination of this Agreement for any reason.

3. Fees for Services. The Company shall pay the fees described on Schedule B (the “Fees”).

4. Confidentiality. During the Consulting Term, Consultant may develop or acquire knowledge in connection with Consultant’s work or from the Board and officers, employees, agents or consultants of the Company, of Confidential Information (as hereinafter defined) relating to the Company, its business and/or its potential business. “Confidential Information” includes all trade secrets, know-how, show-how, theories, technical, operating, financial, and other business information, whether or not reduced to writing or other medium and whether or not marked or labeled confidential, proprietary or the like, specifically including, but not limited to, information regarding customer lists, pricing, customer contracts, trade practices, source codes, software programs, computer systems, algorithms, formulae, apparatus, concepts, creations, costs, plans, materials, enhancements, research, specifications, works of authorship, techniques, documentation, models and systems, sales techniques, designs, inventions, discoveries, products, improvements, modifications, methodology, processes, concepts, records, files, memoranda, reports, plans, proposals, price lists, client, customer, supplier, collaborator/partner or distributor information, product development and project procedures. Confidential Information does not include general skills, experience or information that is (a) known to Consultant prior to Consultant’s engagement by the Company, or (b) generally available to the public or generally known in the Company’s industry, other than information that has become generally available as a result of Consultant’s direct or indirect act or omission in violation of this Agreement. With respect to Confidential Information of the Company:

(a) Consultant will use Confidential Information only in the performance of Consultant’s services to the Company. Consultant will not use Confidential Information at any time (during or after the Consulting Term) for the Consultant’s own benefit, for the benefit of any other individual or entity, or in any manner adverse to the interests of the Company;

(b) Consultant will not disclose Confidential Information at any time (during or after the Consulting Term) except (i) in the course of Consultant’s engagement by, and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Consultant is a party, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed to the extent necessary in the formal proceedings related thereto, or (iii) when required to do so by a court of law, by any governmental agency or by any administrative or legislative body (including a committee thereof), provided that Consultant shall, unless he is legally prohibited from doing so, give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempt by the Company to obtain a protective order or similar treatment;

(c) Consultant is hereby notified that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If an individual files a lawsuit for retaliation for reporting a suspected violation of law then the individual may disclose the trade secret to Consultant’s attorney and use the trade secret information in the court proceeding, if the individual: (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order;

(d) Consultant will safeguard the Confidential Information by all reasonable steps and abide by all written policies and procedures of the Company in effect from time to time regarding storage, copying, destroying, publication or posting, or handling of such Confidential Information, in whatever medium or format that Confidential Information takes; and

(e) Consultant will return all materials, substances, models, software, prototypes and the like containing and/or relating to Confidential Information, together with all other property of the Company to the Company at the conclusion of the Consulting Term or otherwise on demand. Consultant shall not retain any copies or reproductions of correspondence, memoranda, reports, notebooks, drawings, photographs, databases, diskettes, or other documents or electronically stored information of any kind relating in any way to the business, potential business or affairs of the Company.

5. Non-Disparagement. During and at all times after the Consulting Term, Consultant shall not make any negative, disparaging, detrimental or derogatory remarks or statements (written, oral, telephonic, electronic, or by any other method) about the Company or any of its respective owners, partners, managers, directors, officers or employees, including, without limitation, any remarks or statements that would adversely affect in any material manner (i) the conduct of the Company’s business, or (ii) the business reputation or relationships of the Company and/or any of its past or present officers, directors, agents, employees, attorneys, successors and assigns.

6. Assignment of Developments. Consultant represents that Consultant will disclose promptly and fully to the Company and to no one else: (a) all inventions, ideas, improvements, discoveries, works modifications, processes, software programs, works of authorship, documentation, formulae, techniques, designs, methods, trade secrets, technical specifications and technical data, know-how and show-how, concepts, expressions or other developments whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection) made, authored, devised, developed, discovered, reduced to practice, conceived or otherwise obtained by Consultant (“Developments”), solely or jointly with others, during the course of the Consulting Term that (i) are related to any of the products or services being researched, developed, distributed, manufactured or sold by the Company or which may be used in relation therewith or (ii) result from tasks assigned to Consultant by the Company; and (b) any Development made using the time, materials or facilities of the Company, even if such Development does not relate to any of the products or services being researched, developed, distributed, manufactured or sold by the Company and may not be used in relation therewith. Consultant agrees that all such Developments listed above and the benefits thereof have been, are and shall immediately continue to become the sole and absolute property of the Company from conception, as “works made for hire” (as that term is used under the U.S. Copyright Act of 1976, as amended) or otherwise. Consultant has no interest in any Developments. To the extent that title to any Developments or any materials comprising or including any Developments does not, by operation of law, vest in the Company, Consultant hereby irrevocably assigns to the Company all of Consultant’s

right, title and interest, including, without limitation, tangible and intangible rights such as patent rights, trademarks and copyrights, that Consultant has, may have or may acquire in and to all such Developments, benefits and/or rights resulting therefrom, and agrees promptly to execute any further specific assignments related to such Developments, benefits and/or rights at the request of the Company. Consultant also hereby assigns to the Company, or waives if not assignable, all of Consultant’s “moral rights” in and to all such Developments, and agrees promptly to execute any further specific assignments or waivers related to moral rights at the request of the Company. Consultant agrees to assist the Company without charge for as long thereafter as may be necessary: (1) to apply, obtain, register and renew for, and vest in, the Company’s benefit alone (unless the Company otherwise directs), patents, trademarks, copyrights, mask works, and other protection for such Developments in all countries, and (2) in any controversy or legal proceeding relating to Developments. In the event that the Company is unable to secure Consultant’s signature after reasonable effort in connection with any patent, trademark, copyright, mask work or other similar protection relating to a Development, Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agent and attorney-in-fact, to act for and on Consultant’s behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights, mask works or other similar protection thereon with the same legal force and effect as if executed by Consultant.

7. Arbitration. Consultant and the Company agree that, except as set forth in Sections 8(c) and 8(g) below, any dispute, claim or controversy concerning Consultant’s engagement by the Company or any dispute, claim or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Reno, Nevada, in accordance with the JAMS Employment Arbitration Rules & Procedures (a copy of the Rules can be obtained from www.jamsadr.com/rules-employment-arbitration) or the then current rules as adopted by the arbitration company agreed to by Consultant and the Company. The dispute will be decided by a single neutral arbitrator. The arbitrator may grant injunctions or other relief in such dispute or controversy. The arbitrator shall authorize discovery sufficient to adequately arbitrate the parties’ claims as determined by the arbitrator, including access to essential documents and witnesses. The decision of the arbitrator shall be made in writing and will be final, conclusive, and binding on the parties to the arbitration. To the extent allowed by law, the parties to this Agreement intend to arbitrate any disputes among them on an individual basis only. The parties agree that they shall not join or consolidate claims submitted for arbitration under this Agreement with those of any other persons, and that no form of class, collective, or representative action shall be maintained without the mutual consent of the parties. The parties agree to equally split those costs specific to the arbitration process including the cost of the arbitrator. The parties agree, to the extent allowed by law, the prevailing party in arbitration shall be entitled to recover fees and costs associated with the arbitration including, but not limited to, attorneys’ fees as determined by the arbitrator. Any disputes regarding whether the parties may pursue a class, collective, or representative action, in arbitration are to be decided by a court of competent jurisdiction. For all other issues, the arbitrator and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. This arbitration provision is governed by the Federal Arbitration Act.

8. General Provisions.

(a) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties concerning the subject matter herein and supersedes any prior employment, consulting agreement or offer letter between Consultant and the Company. No representation, promise, inducement or statement of intention has been made by or on behalf of any party hereto, or any related party, that is not set forth in this Agreement or the documents referred to herein. This Agreement may be amended only by a written instrument specifically stating that it amends this Agreement executed by the parties hereto. Consultant hereby acknowledges and represents that Consultant has had the opportunity to consult with independent legal counsel or other advisor of Consultant’s choice and has done so regarding Consultant’s rights and obligations under this Agreement, that Consultant is entering into this Agreement knowingly, voluntarily, and of Consultant’s own free will, that Consultant is relying on Consultant’s own judgment in doing so, and that Consultant fully understands the terms and conditions contained herein. Consultant represents and acknowledges that Consultant is not subject to any other agreements, understandings, covenants or restrictions that could prohibit or interfere in any way with Consultant from entering into and fully complying with this Agreement.

(b) Successors and Assigns. The terms and provisions of this Agreement shall be binding on and inure to the benefit of the Company and its successors and assigns including, without limitation, a successor to the business or assets of the Company by way of asset sale, merger or otherwise). The terms and provisions of this Agreement shall be binding on and inure to the benefit of Consultant and Consultant’s legal representatives, but Consultant’s obligations hereunder shall not be assignable (and any attempted assignment by Consultant shall be null and void).

(c) Enforcement. The Company may resort to a court of equity to enforce Sections 4, 5 or 6 of this Agreement by temporary and/or permanent injunctive relief and/or restraining order or such other legal and equitable remedies as may be appropriate, in addition to any other remedy at law and shall not be required to post a bond in any such action or proceeding. This Section, along with Sections 4, 5 and 6 shall survive the termination of the Consulting Term and this Agreement.

(d) Waiver. The failure of any party at any time or from time to time to require performance of any other party’s obligations under this Agreement shall in no manner affect such party’s right to enforce any provision of this Agreement at a subsequent time, and the waiver by any party of any right arising out of any breach shall not be construed as a waiver of any right arising out of any other or subsequent breach.

(e) Severability. If any provision of this Agreement shall be held invalid or unenforceable by competent authority, such provision shall be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

(f) Notices. Any notice or other communication required or permitted under this Agreement shall be in writing (including via e-mail) and shall be deemed to have been duly given: (i) upon hand delivery; (ii) on the first (1^st) day following delivery to a nationally recognized United States overnight courier service, fee prepaid; or (iii) upon the transmission of an e-mail to an e-mail address for the other party, which has been previously used to communicate among the parties. Any such notice or communication shall be directed to a party at its address set forth above or at such other address as may be designated by the party in a notice given to all other parties hereto in accordance with the provisions of this Section.

(g) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without regard to principles of conflicts of law. To the extent that any claim or action arising out of this Agreement or Consultant’s engagement by the Company cannot be arbitrated under Section 7 of this Agreement, such claim or action shall be brought and heard in the state and federal courts of the State of Nevada, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any such courts.

(h) Counterparts. This Agreement may be executed simultaneously in one or more counterparts (including by facsimile or .PDF copy), each one of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(i) Headings. The Section headings contained in this Agreement are for convenient reference only and shall not in any way affect the meaning or interpretation of this Agreement.

[signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.


Vintage Wine Estates, Inc.

By:		/s/ Kristina L. Johnston
Name:		Kristina L. Johnston
Title:		Chief Financial Officer

bw166 LLC

By:		/s/ Jon Moramarco
Name:		Jon Moramarco
Title:		Managing Partner

Representative

/s/ Jon Moramarco
Name: Jon Moramarco

SCHEDULE A - DESCRIPTION OF CONSULTING SERVICES

•

Consultant shall make Representative available to serve and as Interim Chief Executive Officer of the Company, and Representative shall perform all duties ancillary to such role and as designated by the Board.

SCHEDULE B - FEES

•

Rate and Schedule of Payments:

•

The Company shall pay bw166 a monthly fee of $17,500.00 (and a pro rata payment for any partial months of service). Consultant shall send the Company monthly invoices for payment, which, subject to the Company’s review and approval, shall be paid within 30 days of receipt.

•

The Company shall reimburse Consultant for reasonable business-related expenses incurred by Consultant in connection with the Services. Consultant shall send the Company monthly requests for reimbursement (with any documentation required by the Company), which, subject to the Company’s review and approval, shall be paid within 30 days of receipt.

•

The Company shall grant Representative a restricted stock unit for 100,000 shares of the Company’s common stock (the “RSUs”) pursuant to the Company’s 2021 Omnibus Incentive Plan (the “Plan”) as soon as practicable following the Effective Date. The RSUs shall vest in full on the one (1) year anniversary of the date of grant and shall be paid as soon as practicable following Representative’s separation from service, but no later than 90 days thereafter. The terms and conditions of the RSUs shall be governed by the Plan and the Company’s form of Restricted Stock Unit Award Agreement (the “Award Agreement”), consistent with the terms of this paragraph, and Representative will be required to execute the Award Agreement.

Exhibit 99.1


				News Release

937 Tahoe Boulevard, Suite 210 | Incline Village, NV 89451

For Immediate Release

Vintage Wine Estates to Restate First Quarter Fiscal 2023 Financial Statements;

Announces Preliminary Unaudited/Unreviewed Second Quarter Fiscal 2023

Financial Results

•

Separately announced changes to executive leadership and Board of Directors

•

Executing comprehensive business realignment plan to simplify the business, refocus the enterprise and drive profitability

•

Given efforts to realign the business, the Company withdraws previously provided guidance for fiscal 2023

•

Postpones release of final second quarter fiscal 2023 results to allow time for intangible asset impairment testing

INCLINE VILLAGE, NV, February 8, 2023 – Vintage Wine Estates, Inc. (Nasdaq: VWE and VWEWW) (“VWE” or the “Company”), one of the top wine producers in the U.S. with an industry leading direct-to-consumer platform, today announced that it plans to restate its previously issued consolidated financial statements for first quarter fiscal 2023 which ended September 30, 2022. The restatement relates to the misclassification and accounting for certain assets and also the timing of recording certain costs. These required adjustments were identified by the Company’s finance team in the process of closing the second quarter fiscal 2023.

Preliminary indications from the Company’s evaluation are that the restatement is expected to result in an increase in net revenue of $0.7 million, an increase in cost of goods sold in the first quarter of fiscal 2023 by approximately $2.9 million and a decrease in selling, general & administrative expenses of $0.6 million; resulting in a $0.8 million decline in net income. After giving effect to this change, diluted earnings per share allocable to common stockholders for the first quarter fiscal 2023 as previously reported will be reduced from $0.02 to $0.00. In addition, current assets decreased $1.3 million and current liabilities increased $0.5 million.

The Company intends to amend and file its first quarter 2023 10-Q as soon as practical. Investors should no longer rely upon the Company’s previously released financial statements for the first quarter of fiscal 2023. Similarly, related press releases, earnings releases, and investor communications describing the Company’s financial statements for that period should no longer be relied upon.

Postponement of Second Quarter Fiscal 2023 Financial Results Release and Conference Call and Preliminary Unaudited Financial Results

The filing of the Company’s second quarter fiscal 2023 results will be delayed due to the Company’s management identifying impairment indicators, which require additional analysis, late in the financial reporting and closing process. The Company believes that due to the time required to complete this process, it now currently expects it will be filing its second quarter financial results in mid-March following the filing of its first quarter 2023 amended 10-Q.

-MORE-

Vintage Wine Estates to Restate First Quarter Fiscal 2023 Financial Statements; Announces Preliminary Unaudited/Unreviewed Second Quarter Results

February 8, 2023

Page 2 of 4

In the interim, the Company provided certain preliminary unaudited/unreviewed financial results for the second quarter fiscal 2023, as follows:

•

Revenue is expected to be approximately $81 million as acquisitions offset declines related to a customer’s retail television programming schedule and slower consumer discretionary spending.

•

Gross margin is expected to be approximately 35%.

•

Selling, general & administrative expenses are expected to be approximately $33 million, excluding amortization expense, but inclusive of approximately $2 million in costs related to an acquisition that was not executed.

•

Adjusted EBITDA of approximately $3.5 million*.

*NOTE: Preliminary adjusted EBITDA is a non-GAAP financial measure. The Company is unable to present a quantitative reconciliation of this preliminary non-GAAP financial measure to its most directly comparable preliminary GAAP financial measure because such information is not available, and management cannot reliably predict the necessary components of the GAAP measure without unreasonable effort or expense. In addition, the Company believes that such reconciliation would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a significant impact on the Company’s second quarter financial results. This non-GAAP financial measure is a preliminary estimate and is subject to risks and uncertainties, including, among others, changes in connection with quarter-end adjustments. Any variation between the Company’s actual results and preliminary financial data set forth above may be material.

Separately today, the Company announced changes in its executive leadership and the initiation of a comprehensive business realignment plan to simplify the business, take out costs, improve pricing, rationalize stock-keeping units (SKUs) and the supply chain, monetize assets and reduce debt.

As a result of the significant changes in operations, the new leadership structure and disappointing second quarter results, the Company is withdrawing its previous guidance for fiscal 2023.

The release of second quarter results and conference call will be announced once a definitive date and time can be determined.

Financial Information Is Preliminary and May Be Subject To Change

The unaudited/unreviewed interim financial information presented in this press release is preliminary. The Company’s financial closing procedures for the quarter ended December 31, 2022 are not yet complete. As a results, the Company’s final results upon completion of its closing procedures may vary from the preliminary estimates, including as a result of the work necessary for the preparation of financial statements taking into account the results of intangible asset testing and review by the Audit Committee. The estimates were prepared by VWE management, based upon a number of assumptions, in connection with preparation of the Company’s financial statements and the Company’s preliminary review for the quarter ended December 31, 2022. Additional items that would require material adjustments to the preliminary financial information may be identified. Estimates of results are inherently uncertain and the final financial results reported for this period may also differ from the results reported in this release. The preliminary results should not be viewed as a substitute for quarterly financial statements prepared in accordance with U.S. GAAP.

Vintage Wine Estates to Restate First Quarter Fiscal 2023 Financial Statements; Announces Preliminary Unaudited/Unreviewed Second Quarter Results

February 8, 2023

Page 3 of 4

About Vintage Wine Estates, Inc.

Vintage Wine Estates (Nasdaq: VWE and VWEWW) is a family of wineries and wines whose singular focus is producing the finest quality wines and incredible customer experiences with wineries throughout Napa, Sonoma, California’s Central Coast, Oregon and Washington State. Since its founding 20 years ago, the Company has grown to be the 14^th largest wine producer in the U.S., selling more than two million nine-liter equivalent cases annually. To consistently drive growth, the Company curates, creates, stewards and markets its many brands and services to customers and end consumers via a balanced omni-channel strategy encompassing direct-to-consumer, wholesale and exclusive brand arrangements with national retailers. While VWE is diverse across price points and varietals with over 60 brands ranging from $10 to $150 USD at retail, its primary focus is on the fastest growing luxury segment of the U.S. wine industry with the majority of brands selling in the range of $10 to $20 per bottle. The Company regularly posts updates and additional information at https://www.vintagewineestates.com.

Forward-Looking Statements

Some of the statements contained in this press release are forward-looking statements within the meaning of applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements are all statements other than those of historical fact, and generally may be identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “may,” “plan,” “project,” “should,” “will,” “would” or other similar expressions that indicate future events or trends. These forward-looking statements include, but are not limited to, statements regarding VWE’s preliminary results, the restatement of its results for the first quarter ended September 30, 2023, the anticipated filing of VWE’s results for the second quarter ended December 31, 2022, the anticipated benefits of the strategic plan and management transition announced concurrently with this press release, future plans regarding its vineyard portfolio and asset management strategies, estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, business plans and strategies, including strategic growth initiatives, expansion and acquisition opportunities, growth prospects and consumer and industry trends. These statements are based on various assumptions, whether or not identified in this news release, and on the current expectations of VWE’s management. These forward-looking statements are not intended to serve as, and should not be relied on by any investor as, a guarantee of actual performance or an assurance or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ materially from those contained in or implied by such forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the control of VWE. Factors that could cause actual results to differ materially from the results expressed or implied by such forward-looking statements include, among others: the Company’s limited experience operating as a public company the Company’s ability to complete its closing procedures for the quarter ended December 31, 2022 in a timely manner, the need for restatement of Company’s prior period financial statements, the time and expense associated with any necessary remediation of control deficiencies, the impact and result of any litigation or regulatory inquiries or investigations related to the restatement of the Company’s financial statements or otherwise, the ability of the Company effectively execute the strategic plan announced concurrently with this press release, the ability of the Company to recruit a new CEO and otherwise to retain key personnel, the potential impact on the Company’s business and stock price of any announcements regarding any of the foregoing; the effect of economic conditions on the industries and markets in which VWE operates, including financial market conditions, rising inflation, fluctuations in prices, interest rates and market demand; risks relating to the uncertainty of projected financial information; the effects of competition on VWE’s future business; risks related to the organic and inorganic growth of VWE’s business and the timing of expected business milestones; the potential adverse effects of the ongoing COVID-19 pandemic on VWE’s business and the U.S. economy; declines or unanticipated changes in consumer demand for VWE’s products; VWE’s ability to adequately source grapes and other raw materials and any increase in the cost of such materials; the impact of environmental catastrophe, natural disasters, disease, pests, weather conditions and inadequate water supply on VWE’s business; VWE’s level of insurance against catastrophic events and losses; VWE’s significant reliance on its distribution channels, including independent distributors; potential reputational harm to VWE’s brands from internal and external sources; possible decreases in VWE’s wine quality ratings; integration risks associated with recent acquisitions; possible litigation relating to misuse or abuse of alcohol; changes in applicable laws and regulations and the significant expense to VWE of operating in a highly regulated industry; VWE’s ability to maintain necessary licenses; VWE’s ability to protect its trademarks and other intellectual property rights; risks associated with the Company’s information technology and ability to maintain and protect personal information; VWE’s ability to make payments on its indebtedness; and those factors discussed in the Company’s most recent Annual Report on Form 10-K and in subsequent Quarterly Reports on Form 10-Q or other reports filed with the Securities and Exchange Commission. There may be additional risks including other adjustments that VWE does not presently know or that VWE currently believes are immaterial that could also cause actual results to differ from those expressed in or implied by these forward-looking statements. In addition, forward-looking statements reflect VWE’s expectations, plans or forecasts of future events and views as of the date and time of this news release. VWE undertakes no obligation to update or revise any forward-looking statements contained herein, except as may be required by law. Accordingly, undue reliance should not be placed upon these forward-looking statements.

###

Vintage Wine Estates to Restate First Quarter Fiscal 2023 Financial Statements; Announces Preliminary Unaudited/Unreviewed Second Quarter Results

February 8, 2023

Page 4 of 4

Contacts:

Investors

Deborah K. Pawlowski / Patty Yahn-Urlaub

Kei Advisors LLC

dpawlowski@keiadvisors.com / pyahnurlaub@keiadvisors.com

Phone: 716.843.3908

Media

Mary Ann Vangrin

MVangrin@vintagewineestates.com

Exhibit 99.2


				News Release

937 Tahoe Boulevard, Suite 210 | Incline Village, NV 89451

For Immediate Release

Vintage Wine Estates Announces Changes in Executive Leadership

and Board Structure; Executing Business Realignment Plan

to Deliver Stronger Earnings Power

•

Director Jon Moramarco steps in as Interim CEO while Pat Roney transitions to Executive Chairman

•

Paul Walsh continues on Board as Independent Lead Director

•

Search for permanent CEO in process

•

Initiated comprehensive business simplification and operational improvement plan to take out costs, drive revenue, optimize working capital and improve profitability under new leadership structure

•

Plans to monetize assets to reduce debt and strengthen the balance sheet

INCLINE VILLAGE, NV, February 8, 2023 – Vintage Wine Estates, Inc. (Nasdaq: VWE and VWEWW) (“VWE” or the “Company”), one of the top wine producers in the U.S. with an industry leading direct-to-consumer platform, today announced that Pat Roney, Founder of Vintage Wine Estates, has elected to transition from Chief Executive Officer to Executive Chairman of the Board of Directors. The Board has initiated a comprehensive search process to identify a replacement CEO. In the interim and until a successor is named, the Board has appointed Jon Moramarco, independent director, as Interim CEO, effective immediately. Paul Walsh, who has been Chairman of the Board, will assume the role of Independent Lead Director. Terry Wheatley, President of VWE, will continue in her role leading the sales and marketing efforts of the Company including distributor network relationship management. Together with Kris Johnston, Chief Financial Officer and Zach Long, Chief Operations Officer, they will maintain responsibility for continuity of personnel and day-to-day operations. The Company also announced that it has retained Arthur Bert, a corporate strategy and acquisition integration advisor, to assist in the reorganization and simplification of VWE. Mr. Bert was previously the Managing Director – Global Corporate Strategy and M&A Practice Lead for Accenture and prior to that was the M&A practice lead at A.T. Kearney.

Paul Walsh, Lead Independent Director, commented, “Pat successfully grew VWE over the last 20 plus years and we have greatly appreciated his contributions as we advanced VWE as a public company. We have mutually determined that his role as CEO has changed significantly since our IPO, adding a complex dimension to his responsibilities, and taking him from what he has truly enjoyed. It was critical that the Board make the necessary leadership changes to find the right talent to continue to execute our strategy while maintaining the years of institutional knowledge and industry relationships that Pat has to offer. As a result, we have implemented our succession plan and have begun a search for a new CEO. We are fortunate to have Jon take on this interim role given his deep understanding of the wine industry combined with his financial and managerial skills. Importantly as well, we have the bench strength and leadership skills of Terry, Kris, and Zach who can drive the organization to execute our plans for change.”

Executing on Plan to Operationally and Financially Improve the Business

In consultation with Mr. Bert, management is executing a plan to improve operations, reduce debt and drive more profitable growth. Immediate actions expected to help improve revenue and operating profit in the second half of fiscal 2023 include:

•

Higher prices and shipping charges in its Direct-to-Consumer (“DTC”) segment,

•

Staged price increases in certain higher volume brands in its wholesale segment

-MORE-

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

February 8, 2023

Page 2 of 3

•

Increased freight recovery charges in the Business-to-Business (“B2B”) segment

•

Reduction in marketing spend in DTC segment related to advertising and marketing materials

•

Optimizing various sales, marketing and operations overhead

On an annualized basis, these immediate actions are expected to improve pricing and reduce costs by approximately

$10 million, exclusive of approximately $2 million in costs to affect the changes. The enhancements are expected to phase in over the third and fourth quarters of fiscal 2023. Additional actions in process which are expected to drive further improvement in profitability include:

•

Renegotiating certain contracts to improve price and margins while working to exit less profitable contracts.

•

Improving supply chain sources and costs including bottle mold rationalization

•

Simplifying the business through an 80/20 process: streamline stock-keeping units (SKUs)

•

Increasing operational efficiencies and improving working capital management

The Company also plans to continue to monetize assets to reduce debt and strengthen the balance sheet.

Jon Moramarco, Interim CEO, commented, “VWE has a strong foundation, key premium brands, great customer relationships and significant potential. However, we have much work to do to improve our cash flow and earnings power while we measurably reduce debt. We have the plan and a powerful team of people with the drive to execute quickly to deliver improved results. We expect we can be on track as we enter fiscal 2024 to returning to EBITDA growth on a potentially smaller, but meaningfully more profitable enterprise.”

Pat Roney, Founder and Executive Chairman, commented, “It has been an honor to lead such a remarkable team that has grown VWE over many years into a leading U.S. wine enterprise and made possible the vision of us becoming a publicly traded company. We believe that we have the business model which can deliver on growth and provide top-tier industry profitability, but we have much to accomplish to achieve these goals. Jon brings the skills to navigate through this plan and execute the changes needed to ensure our long-term health. Importantly, we believe we can generate the momentum needed for our next CEO to help us realize the strategic vision we have for VWE.”

About Vintage Wine Estates, Inc.

Forward-Looking Statements

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

February 8, 2023

Page 3 of 3

of VWE. Factors that could cause actual results to differ materially from the results expressed or implied by such forward-looking statements include, among others: the Company’s limited experience operating as a public company, reporting, the Company’s ability to complete its closing procedures for the quarter ended December 31, 2022 in a timely manner, the need for restatement of Company’s prior period financial statements, the time and expense associated with any necessary remediation of control deficiencies, the impact and result of any litigation or regulatory inquiries or investigations related to the restatement of the Company’s financial statements or otherwise, the ability of the Company to effectively execute the strategic plan announced concurrently with this press release, the ability of the Company to recruit a new CEO and otherwise retain key personnel, the potential impact on the Company’s business and stock price of any announcements regarding any of the foregoing; the effect of economic conditions on the industries and markets in which VWE operates, including financial market conditions, rising inflation, fluctuations in prices, interest rates and market demand; risks relating to the uncertainty of projected financial information; the effects of competition on VWE’s future business; risks related to the organic and inorganic growth of VWE’s business and the timing of expected business milestones; the potential adverse effects of the ongoing COVID-19 pandemic on VWE’s business and the U.S. economy; declines or unanticipated changes in consumer demand for VWE’s products; VWE’s ability to adequately source grapes and other raw materials and any increase in the cost of such materials; the impact of environmental catastrophe, natural disasters, disease, pests, weather conditions and inadequate water supply on VWE’s business; VWE’s level of insurance against catastrophic events and losses; VWE’s significant reliance on its distribution channels, including independent distributors; potential reputational harm to VWE’s brands from internal and external sources; possible decreases in VWE’s wine quality ratings; integration risks associated with recent acquisitions; possible litigation relating to misuse or abuse of alcohol; changes in applicable laws and regulations and the significant expense to VWE of operating in a highly regulated industry; VWE’s ability to maintain necessary licenses; VWE’s ability to protect its trademarks and other intellectual property rights; risks associated with the Company’s information technology and ability to maintain and protect personal information; VWE’s ability to make payments on its indebtedness; and those factors discussed in the Company’s most recent Annual Report on Form 10-K and in subsequent Quarterly Reports on Form 10-Q or other reports filed with the Securities and Exchange Commission. There may be additional risks including other adjustments that VWE does not presently know or that VWE currently believes are immaterial that could also cause actual results to differ from those expressed in or implied by these forward-looking statements. In addition, forward-looking statements reflect VWE’s expectations, plans or forecasts of future events and views as of the date and time of this news release. VWE undertakes no obligation to update or revise any forward-looking statements contained herein, except as may be required by law. Accordingly, undue reliance should not be placed upon these forward-looking statements.

###

Contacts:

Investors

Deborah K. Pawlowski / Patty Yahn-Urlaub

Kei Advisors LLC

dpawlowski@keiadvisors.com / pyahnurlaub@keiadvisors.com

Phone: 716.843.3908

Media

Mary Ann Vangrin

MVangrin@vintagewineestates.com