CWGL 10-Q
Crimson Wine Group, Ltd (CWGL)
10-Q
2025-08-07
For: 2025-06-30
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2025
OR
| For the transition period from | to | ||||||||||
Commission File Number 000-54866
(Exact name of registrant as specified in its Charter)
(State or Other Jurisdiction of | (I.R.S. Employer | ||||
| Incorporation or Organization) | Identification Number) | ||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
(800 ) 486-0503
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)
______________________
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| X | No | |||||||||||||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| X | No | |||||||||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | |||||||
Smaller reporting company | ||||||||
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | No | |||||||||||||||||||
On August 1, 2025 there were 20,586,027 outstanding shares of the registrant’s common stock, par value $0.01 per share.
CRIMSON WINE GROUP, LTD.
TABLE OF CONTENTS
| Page Number | ||||||||
| PART I. FINANCIAL INFORMATION | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II. OTHER INFORMATION | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
CRIMSON WINE GROUP, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts and par value)
(Unaudited)
| June 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Investments available for sale | |||||||||||
| Accounts receivable, net | |||||||||||
| Inventory | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangible and other non-current assets, net | |||||||||||
| Total non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Customer deposits | |||||||||||
| Current portion of long-term debt, net of unamortized loan fees | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net of current portion and unamortized loan fees | |||||||||||
| Deferred tax liability, net | |||||||||||
| Other non-current liabilities | |||||||||||
| Total non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Contingencies (Note 12) | |||||||||||
| Stockholders’ Equity | |||||||||||
Common shares, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to unaudited interim condensed consolidated financial statements.
1
CRIMSON WINE GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Net loss on disposal of property and equipment | |||||||||||||||||||||||
| Loss from operations | ( | ( | ( | ( | |||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Total other income, net | |||||||||||||||||||||||
| (Loss) income before income taxes | ( | ( | ( | ||||||||||||||||||||
| Income tax (benefit) expense | ( | ( | ( | ||||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Basic and fully diluted weighted-average shares outstanding | |||||||||||||||||||||||
| Basic and fully diluted (loss) earnings per share | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
See accompanying notes to unaudited interim condensed consolidated financial statements.
2
CRIMSON WINE GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In thousands)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Net unrealized holding gains (losses) on investments arising during the period, net of tax | ( | ||||||||||||||||||||||
| Comprehensive (loss) income | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
See accompanying notes to unaudited interim condensed consolidated financial statements.
3
CRIMSON WINE GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net cash flows from operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash from operations: | |||||||||||
| Depreciation and amortization of property and equipment | |||||||||||
| Amortization of intangible assets | |||||||||||
| Loss on write-down of inventory | |||||||||||
| Provision for credit losses | ( | ||||||||||
| Net loss on disposal of property and equipment | |||||||||||
| Benefit for deferred income taxes | ( | ( | |||||||||
| Stock-based compensation | |||||||||||
| Net change in operating assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Inventory | ( | ||||||||||
| Other current assets | |||||||||||
| Other non-current assets | |||||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||
| Customer deposits | ( | ||||||||||
| Other non-current liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Net cash flows from investing activities: | |||||||||||
| Purchase of investments available for sale | ( | ( | |||||||||
| Redemptions of investments available for sale | |||||||||||
| Acquisition of property and equipment | ( | ( | |||||||||
| Principal payments received on notes receivable | |||||||||||
| Proceeds from disposals of property and equipment | |||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Net cash flows from financing activities: | |||||||||||
| Principal payments on long-term debt | ( | ( | |||||||||
| Repurchase of common stock and related excise tax | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents - beginning of period | |||||||||||
| Cash and cash equivalents - end of period | $ | $ | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest, net of capitalized interest | $ | $ | |||||||||
| Income tax payments, net | $ | $ | |||||||||
| Non-cash investing and financing activity: | |||||||||||
| Unrealized holding (losses) gains on investments, net of tax | $ | ( | $ | ||||||||
| Acquisition of property and equipment invoiced or accrued but not yet paid | $ | $ | |||||||||
See accompanying notes to unaudited interim condensed consolidated financial statements.
4
CRIMSON WINE GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except share amounts)
(Unaudited)
| Accumulated | |||||||||||||||||||||||||||||||||||
| Additional | Other | ||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In | Comprehensive | Accumulated | ||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Income (Loss) | Deficit | Total | ||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Excise tax on repurchase of common stock | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Repurchase of common stock and related excise tax | ( | ( | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Repurchase of common stock and related excise tax | ( | ( | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Repurchase of common stock and related excise tax | ( | ( | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
See accompanying notes to unaudited interim condensed consolidated financial statements.
5
CRIMSON WINE GROUP, LTD.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
1. 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 luxury 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 under such Note) included in the Company’s audited consolidated financial statements for the year ended December 31, 2024, as filed with the SEC on Form 10-K (the “2024 Report”) on March 18, 2025. Results of operations for interim periods are not necessarily indicative of annual results of operations. The unaudited condensed consolidated balance sheet at December 31, 2024 was extracted from the audited annual consolidated financial statements included in the 2024 Report and does not include all disclosures required by GAAP for annual financial statements.
Significant Accounting Policies
There were no changes to the Company’s significant accounting policies during the six months ended June 30, 2025. See Note 2, “Significant Accounting Policies,” of the 2024 Report for a description of the Company’s significant accounting policies.
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses (“ASU 2024-03”). Adoption of ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods, effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. Management is currently assessing the impact from the future adoption of ASU 2024-03 on the Company’s condensed consolidated financial statements and related disclosures.
2.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 cost 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.
6
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 from 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 depletion allowances, 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 significant 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 its website, 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 wine sales 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 purchased or 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, Chamisal Vineyards, and Pine Ridge Vineyard’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 for winemaking services 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 for tasting fees and retail merchandise sales at the time of sale.
Refer to Note 11, “Business Segment Information,” for revenue by sales channel amounts for the three and six months ended June 30, 2025 and 2024.
7
Contract Balances
When the Company receives payments from customers prior to completing its performance obligations for goods or services under the terms of a contract, the Company records deferred revenue, which it classifies as customer deposits on its unaudited 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 2025 and 2024 years consisted primarily of wine club revenue, grape and bulk sales, and event fees. Changes in the contract liability balance during the six-month periods ended June 30, 2025 and 2024 were not materially impacted by any other factors.
The outstanding contract liability balance was $0.5 million at June 30, 2025 and $0.4 million at December 31, 2024. Of the amounts included in the opening contract liability balances at the beginning of each period, approximately $0.3 million and $0.5 million were recognized as revenue during each of the six-month periods ended June 30, 2025 and 2024, respectively.
Accounts Receivable, Net
The Company’s beginning and ending balances for accounts receivable, net for each of the six-month periods ended June 30, 2025 and 2024 are as follows (in thousands):
| Accounts receivable, net | 2025 | 2024 | |||||||||
| Balance at January 1, | $ | $ | |||||||||
| Balance at June 30, | $ | $ | |||||||||
Accounts receivable are reported net of an allowance for credit losses. Credit is extended based upon an evaluation of the customer’s financial condition. In estimating an allowance for credit losses that is representative of the lifetime expected credit losses on its trade receivables, the Company utilizes historical loss data adjusted for current conditions (current balance and aging categories) and estimates of future defaults. The Company does not have any contract assets associated with the future right to invoice its customers.
The following table reflects changes in the allowance for credit losses balance during each of the six-month periods ended June 30, 2025 and 2024 (in thousands):
| Allowance for credit losses | 2025 | 2024 | |||||||||
| Balance at January 1, | $ | $ | |||||||||
| Current period provision | ( | ||||||||||
| Write-offs charged against the allowance | ( | ||||||||||
| Balance at June 30, | $ | $ | |||||||||
3.Inventory
A summary of inventory as of June 30, 2025 and December 31, 2024 is as follows (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Finished goods | $ | $ | |||||||||
| In-process goods | |||||||||||
| Packaging and bottling supplies | |||||||||||
| Total inventory | $ | $ | |||||||||
The Company’s inventory balances are presented at the lower of cost or net realizable value. 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, projected future demand, and market requirements. Reductions to the carrying value of inventories are recorded in cost of sales. If future demand and/or profitability 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. The Company’s inventory write-downs may consist of reductions to bottled or bulk wine inventory.
8
Inventory write-downs of $0.5 million were recorded during the three-month period ended June 30, 2025. No inventory write-downs were recorded during the three-month period ended June 30, 2024. Inventory write-downs of $1.3 million and $0.1 million were recorded during the six-month periods ended June 30, 2025 and 2024, respectively. The rise in inventory write-downs reflects inventory expected to be sold at a loss due to current market conditions.
4.Property and Equipment
A summary of property and equipment as of June 30, 2025 and December 31, 2024, and depreciation and amortization for the three and six months ended June 30, 2025 and 2024, is as follows (in thousands):
| Depreciable Lives | |||||||||||||||||
| (in years) | June 30, 2025 | December 31, 2024 | |||||||||||||||
| Land and improvements | N/A | $ | $ | ||||||||||||||
| Buildings and improvements | |||||||||||||||||
| Winery and vineyard equipment | |||||||||||||||||
| Vineyards and improvements | |||||||||||||||||
| Caves | |||||||||||||||||
| Vineyards under development | N/A | ||||||||||||||||
| Construction in progress | N/A | ||||||||||||||||
| Total | |||||||||||||||||
| Accumulated depreciation and amortization | ( | ( | |||||||||||||||
| Total property and equipment, net | $ | $ | |||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| Depreciation and amortization: | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Capitalized into inventory | $ | $ | $ | $ | ||||||||||||||||||||||
| Expensed to general and administrative | ||||||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | $ | ||||||||||||||||||||||
9
5.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 one year 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 June 30, 2025 and December 31, 2024 are as follows (in thousands):
| June 30, 2025 | Par Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Level 1 | Level 2 | Total Fair Value Measurements | ||||||||||||||||||||||||||||||||||
| Certificates of Deposit | |||||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | Par Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Level 1 | Level 2 | Total Fair Value Measurements | ||||||||||||||||||||||||||||||||||
| Certificates of Deposit | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
As of June 30, 2025 and December 31, 2024, the Company did not have any other assets or liabilities measured at fair value on a nonrecurring basis. For cash and cash equivalents and short-term debt, the carrying amounts of such financial instruments approximate their fair values. As of June 30, 2025, the Company has estimated the fair value of its outstanding debt to be approximately $13.3 million compared to its carrying value of $16.0 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 (“American AgCredit”) as of June 30, 2025 of 7.38 % and 7.22 % for the 2015 Term Loan (as defined below) and 2017 Term Loan (as defined below), respectively, as further discussed in Note 8, “Debt.”
The Company does not invest in any derivatives or engage in any hedging activities.
10
6.Intangible and Other Non-Current Assets
A summary of intangible and other non-current assets as of June 30, 2025 and December 31, 2024, and amortization expense for the three and six months ended June 30, 2025 and 2024, is as follows (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| Amortizable lives (in years) | Gross carrying amount | Accumulated amortization | Net book value | Gross carrying amount | Accumulated amortization | Net book value | |||||||||||||||||||||||||||||||||||
| Brand | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Distributor relationships | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Legacy permits | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Trademark | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
Deferred tax asset (1) | |||||||||||||||||||||||||||||||||||||||||
| Other non-current assets | |||||||||||||||||||||||||||||||||||||||||
| Total intangible and other non-current assets, net | $ | $ | |||||||||||||||||||||||||||||||||||||||
(1) Deferred tax asset is presented separate from deferred tax liability within the Company’s consolidated balance sheets as offsets between different tax jurisdictions are not allowed pursuant to ASC 740-10-45-6. | |||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||
| Total amortization expense | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
The estimated aggregate future amortization of intangible assets as of June 30, 2025 is identified below (in thousands):
| Amortization | |||||
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
7.Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Accounts payable and accrued grape liabilities | $ | $ | |||||||||
| Accrued compensation related expenses | |||||||||||
| Sales and marketing | |||||||||||
| Acquisition of property and equipment | |||||||||||
| Accrued interest | |||||||||||
| Depletion allowance | |||||||||||
| Production and farming | |||||||||||
| Other accrued expenses | |||||||||||
| Total accounts payable and accrued liabilities | $ | $ | |||||||||
11
8.Debt
A summary of debt as of June 30, 2025 and December 31, 2024 is as follows (in thousands):
| June 30, 2025 | December 31, 2024 | |||||||||||||
Revolving Credit Facility (1) | $ | $ | ||||||||||||
Senior Secured Term Loan Agreement due 2040, with an interest rate of | ||||||||||||||
Senior Secured Term Loan Agreement due 2037, with an interest rate of | ||||||||||||||
| Unamortized loan fees | ( | ( | ||||||||||||
| Total debt | ||||||||||||||
| Less current portion of long-term debt | ||||||||||||||
| Long-term debt due after one year, net | $ | $ | ||||||||||||
______________________________________
(1) The Revolving Credit Facility, a $60.0 million revolving credit facility between the Company and American AgCredit, as agent for the lenders thereunder, 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 provides up to $10.0 million of availability in the aggregate for a five year term, and the Term Revolving Loan provides up to $50.0 million in the aggregate for a term. In addition to unused line fees ranging from 0.125 % to 0.225 %, rates for the borrowings are priced based on a performance grid tied to certain financial ratios and the Term Secured Overnight Financing Rate. On June 15, 2023, the Company executed a renewal agreement with American AgCredit, which includes an extension of the termination date of the Revolving Loan and the Term Revolving Loan to May 31, 2028 along with updates to other terms of the credit agreement governing such loans.
(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.
Debt covenants include the maintenance of specified debt and equity ratios, a specified fixed charge 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 June 30, 2025.
A summary of debt maturities as of June 30, 2025 is as follows (in thousands):
| Principal due the remainder of 2025 | $ | ||||
| Principal due in 2026 | |||||
| Principal due in 2027 | |||||
| Principal due in 2028 | |||||
| Principal due in 2029 | |||||
| Principal due thereafter | |||||
| Total | $ | ||||
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9.Stockholders’ Equity and Stock-Based Compensation
Share Repurchase
In March 2023, the Company commenced a share repurchase program (the “2023 Repurchase Program”) that provided for the repurchase of up to 2,000,000 shares of outstanding common stock. Under the 2023 Repurchase Program, any repurchased shares are constructively retired. In 2024, the Company repurchased a total of 389,299 shares of its common stock at an average purchase price of $6.02 per share for an aggregate purchase price of $2.4 million. Effective March 21, 2025, upon approval of the Board of Directors, the Company suspended the 2023 Repurchase Program. During the six months ended June 30, 2025 and prior to the suspension of the 2023 Repurchase Program, the Company repurchased 58,252 shares of its common stock at an average purchase price of $5.92 per share for an aggregate purchase price of $0.3 million. The Company’s repurchase was funded through cash on hand, and the shares were retired. The 2023 Repurchase Program is set to expire on December 31, 2026.
Stock-Based Compensation
In February 2013, the Company adopted the 2013 Omnibus Incentive Plan (the “2013 Plan”), which provides for the granting of up to 1,000,000 stock options or other common stock-based awards. In July 2022, upon the approval of the Board of Directors and the Company’s stockholders, the Company adopted the 2022 Omnibus Incentive Plan (the “2022 Plan”) to supersede and replace the 2013 Plan. The 2022 Plan provides for the granting of up to 678,000 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 Board of Directors.
In December 2019, under the 2013 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 233,000 shares were issued to certain members of management. Subject to the terms of the respective option award agreements, the options vest annually over four years and expire seven years from the date of grant. In March 2022, stock option awards for 500,000 shares were granted to the Company’s Chief Executive Officer. Such options are divided into four tranches, are subject to both performance-based vesting requirements and time-based vesting requirements, and expire ten years from the date of grant. In March 2023 and March 2024, stock option awards for 500,000 and 115,000 shares, respectively, were granted to certain officers and employees of the Company. Such options are divided into five ten years
As of June 30, 2025, the Company determined the achievement of certain targets for the aforementioned performance-based agreements were not probable based on the Company’s financial projections and assumptions regarding industry conditions. The Company has recorded the related stock-based compensation expense for the three and six months ended June 30, 2025 for options that have either vested or are probable of vesting.
Estimates of stock-based compensation expense require the application of judgment, including the selection of an option pricing model and determining appropriate inputs and assumptions that impact fair value calculations. The Company determined the grant date fair value of the awards using the Black-Scholes-Merton option-pricing valuation model.
As of June 30, 2025, stock options in respect of 1,273,000 shares remained outstanding. There were no 26 thousand and $54 thousand were recognized as stock-based compensation expense for the three and six months ended June 30, 2025, respectively. $141 thousand and $271 thousand were recognized as stock-based compensation expense for the three and six months ended June 30, 2024, respectively. Stock-based compensation expense is reflected as a component under general and administrative expense in the unaudited interim condensed consolidated statements of operations.
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10.Income Taxes
The consolidated income taxes for the three and six months ended June 30, 2025 and 2024, were determined based upon the Company’s estimated consolidated effective income tax rates calculated without discrete items for the years ending December 31, 2025 and 2024, respectively, and then adjusting for any discrete items.
The Company’s effective tax rates for the three months ended June 30, 2025 and 2024 were 45.3 % and 28.4 %, respectively. The increase in the Company’s effective tax rate is attributable to the immaterial change in the estimated annual effective income tax rate having a disproportionately large impact for the current quarter due to the Company’s pre-tax book loss for the three months ended June 30, 2025. The Company’s effective tax rates for the six months ended June 30, 2025 and 2024 were 30.3 % and 27.6 %, respectively.
The difference between the consolidated effective income tax rate and the U.S. federal statutory rate for the three and six months ended June 30, 2025 is primarily attributable to state income taxes, other permanent items and the impact of the change in estimated annual effective income tax rate on the current quarter (as discussed above).
14
11.Business Segment Information
The Company has identified two operating segments, Wholesale and Direct to Consumer, which are reportable segments for financial statement reporting purposes, based upon their different distribution channels, margins, and selling strategies. Wholesale reflects sales through a third party where prices are given at a wholesale rate, whereas Direct to Consumer reflects retail sales in the Company’s tasting rooms, wine club sales, direct phone sales, Ecommerce sales, and other sales made directly to the consumer.
The two
The Company’s CODM is its Chief Executive Officer, the individual responsible for allocating resources and assessing company performance. The CODM uses both net sales and gross profit financial metrics in assessing each segment’s performance and determining how to allocate resources among segments. The CODM uses gross profit to evaluate segment margin profitability because it provides insights into product pricing and costs. Additionally, sales and marketing expenses are deducted from gross profit to arrive at income from operations. This enables the CODM to evaluate profitability and performance on a consistent and comparable basis when determining resource allocation. The Company reconciles gross profit (loss) and income (loss) from operations for each segment and other non-allocable to the consolidated amounts included in the Company’s condensed consolidated interim financial statements.
The following tables outline the net sales, cost of sales, gross profit (loss), directly attributable selling expenses, net loss (gain) on disposal of property and equipment, and income (loss) from operations for the Company’s reportable segments for the three and six months ended June 30, 2025 and 2024, and also includes a reconciliation to consolidated income (loss) from operations. Other/Non-Allocable net sales and gross profit (loss) include bulk wine and grape sales, event fees, tasting fees, and non-wine retail sales. Sales figures are net of related excise taxes. Other/Non-Allocable expenses include centralized corporate expenses not specific to an identified reporting segment.
| Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| Wholesale | Direct to Consumer | Other/Non-Allocable | Total | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||||||||||||||||||||
| Gross profit (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss on disposal of property and equipment | |||||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) from operations | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||
15
| Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| Wholesale | Direct to Consumer | Other/Non-Allocable | Total | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||||||||||||||||||||
| Gross profit (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss on disposal of property and equipment | |||||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) from operations | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||
16
12.Contingencies
2017 Wildfires
In October 2017, significant wildfires impacted the Company’s operations and damaged its inventory. The Company has settled insurance claims totaling $1.3 million related to such wildfires through August 2020. In September 2023, the Company accepted and received a settlement payout from the Fire Victim Trust (the “Fire Victim Trust”), which was formed in connection with PG&E Corporation and Pacific Gas and Electric Company’s (together, “PG&E”) joint plan of reorganization under Chapter 11 to, among other things, review and resolve eligible claims arising from certain wildfires. To-date, the settlement payout received by the Company has totaled $2.2 million, which the Company has recorded in other income, net. Of the total payout received, no 36-month period from October 2017 to September 2020. As the Fire Victim Trust seeks to wind down the claims program in 2025, the Company may be receiving an additional payout from this settlement; however, the amount, if any, and timing are not guaranteed and could vary contingent on additional funding from PG&E towards the Fire Victim Trust for all fire victims.
Cybersecurity
As previously disclosed in the Company’s Current Reports on Form 8-K as filed with the SEC on July 5, 2024 and July 25, 2024, the Company detected a cybersecurity incident in which an unauthorized third party gained access to certain information systems of the Company on June 30, 2024. Upon detection, the Company promptly initiated response protocols and began taking steps to contain, assess and remediate the cybersecurity incident, including launching an investigation with external cybersecurity experts. Although the Company believes that the cybersecurity incident has not had a material impact on its overall financial condition or results of operations, its evaluation and response to this incident are ongoing and the Company may discover other impacts or new events related to this incident may occur that could affect the Company’s financial condition or results of operations. As of June 30, 2025, incurred cybersecurity expenses have been accrued and reflected within the Company’s consolidated financial statements. Although the Company expects a substantial portion of these expenses will ultimately be covered by its insurer, the amounts and timing are not final.
On December 23, 2024, a class action lawsuit was filed against the Company in the United States District Court for the Northern District of California. The complaint asserts claims for negligence, negligence per se, breach of contract, breach of
implied contract, violation of the Illinois Consumer Fraud and Deceptive Practices Act, invasion of privacy, unjust enrichment and declaratory judgment, and seeks, among other things, damages. The Company intends to vigorously defend itself against this lawsuit. The Company cannot predict the outcome of the matter, and a reasonable estimate of loss or range of loss cannot be made as of the date of this Quarterly Report on Form 10-Q. It is at least reasonably possible that the estimate could change in the future and the effect of the change could also be material.
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 material to the Company’s consolidated financial position or liquidity. Other than the cybersecurity matter discussed, the Company is not aware of any pending litigation that could have a material adverse impact on its consolidated financial position, liquidity or results of operations.
17
13.Earnings (Loss) Per Share
The following table reconciles the weighted-average common shares outstanding used in the calculations of the Company’s basic and diluted earnings (loss) per share:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| ($ and shares in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Common shares: | |||||||||||||||||||||||
| Weighted-average number of common shares outstanding - basic | |||||||||||||||||||||||
| Dilutive effect of stock options outstanding | |||||||||||||||||||||||
| Weighted-average number of common shares outstanding - diluted | |||||||||||||||||||||||
| (Loss) earnings per share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Diluted | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
Antidilutive stock options (1) | |||||||||||||||||||||||
(1) Amounts represent stock options that are excluded from the diluted (loss) earnings per share calculations because the options are antidilutive.
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Statements included in this Quarterly Report on Form 10-Q (this “Report”) may contain forward-looking statements. See “Cautionary Statement for Forward-Looking Information” below. The following should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC (the “2024 Report”) on March 18, 2025.
Quantities or results referred to as “current quarter” and “current three and six-month period” refer to the three and six months ended June 30, 2025.
Cautionary Statement for Forward-Looking Information
This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this Report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The unaudited interim condensed consolidated financial statements, which include results of Crimson Wine Group, Ltd. and all of its subsidiaries, collectively known as “we”, “Crimson”, “our”, “us”, or “the Company”, have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the general instruction for quarterly reports filed on Form 10-Q and Article 8 of Regulation S-X. All statements, other than statements of historical fact, regarding the Company’s strategy, future operations, financial position, prospects, plans, opportunities, and objectives constitute “forward-looking statements.” The words “may,” “will,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “potential,” or “continue” and similar types of expressions identify such statements, although not all forward-looking statements contain these identifying words. Forward-looking statements include those relating to the Company’s financial condition, results of operations, plans, objectives, future performance, and business. These statements are based upon information that is currently available to the Company and its management’s current expectations speak only as of the date hereof and are subject to risks and uncertainties. The Company expressly disclaims any obligation, except as required by federal securities laws, or undertaking to update or revise any forward-looking statements contained herein to reflect any change or expectations with regard thereto or to reflect any change in events, conditions, or circumstances on which any such forward-looking statements are based, in whole or in part. The Company’s actual results may differ materially from the results discussed in or implied by such forward-looking statements.
Risks that could cause actual results to differ materially from any results projected, forecasted, estimated, or budgeted or that may materially and adversely affect the Company’s actual results include, but are not limited to, those discussed in Part I, “Item 1A. Risk Factors” of the 2024 Report and in Part II, “Item 1A. Risk Factors” of this Report. Readers should carefully review the risk factors described in the 2024 Report and this Report, and in other documents that the Company files from time to time with the SEC.
Overview of Business
The Company generates revenues from sales of wine to wholesalers and direct to consumers, sales of bulk wine and grapes, custom winemaking services, special event fees, tasting fees and other non-wine retail sales such as merchandise.
The Company’s wines are primarily sold to wholesale distributors, who then sell to retailers and restaurants. The Company sells wine (through distributors and directly) to restaurants, bars, and other hospitality locations (“On-Premise”). The Company also sells wine (through distributors and directly) to supermarkets, grocery stores, liquor stores, and other chains, third-party Ecommerce and independent stores (“Off-Premise”). As permitted under federal, state and local regulations, the Company has increased its emphasis on generating revenue from direct sales to consumers, which occur through wine clubs, at the wineries’ tasting rooms, and through the Ecommerce channel. Direct sales to consumers are more profitable for the Company as it is able to sell its products at a price closer to retail prices rather than the wholesale price sold to distributors. From time to time, the Company may sell grapes or bulk wine because the grapes or wine do not meet the quality standards for its 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. When these sales occur, they may result in a loss.
Cost of sales includes grape and bulk wine costs, whether purchased or produced from the Company’s controlled vineyards, crush costs, winemaking and processing costs, bottling, packaging, warehousing, and shipping and handling costs. For the Company’s produced grapes, grape costs include annual farming costs, harvest costs, and depreciation of vineyard assets. For wines that age longer than one year, winemaking and processing costs continue to be incurred and capitalized to the cost of wine, which can range from three to 36 months. Reductions to the carrying value of inventories are also included in cost of sales.
19
As of June 30, 2025, wine inventory included approximately 0.7 million cases of bottled wine and bulk wine, both in various stages of the aging process. Cased wine is expected to be sold over the next 12 to 36 months and generally before the release date of the next vintage.
Seasonality
As discussed in Part I, “Item 1. Business” of the 2024 Report, the wine industry in general historically experiences seasonal fluctuations in revenues and net income. The Company typically has lower sales and net income during the first quarter and higher sales and net income during the fourth quarter due to seasonal holiday buying as well as wine club shipment timing. The Company anticipates similar trends in the future.
Shipments versus Depletions
Within the wholesale business, shipments refer to the quantity of wine moved from the producer to the distribution channel (such as wholesale distributors and retailers), while depletions represent the sales of wine to end consumers at the retail level. Essentially, shipments are the initial transfer of wine, and depletions measure how much of that wine is actually purchased by end consumers. 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 from the Company’s third-party warehouse facilities. Therefore, shipment demand from the wholesale distributors may not necessarily align with consumer demand due to a timing element and inventory management ambitions at the distributor and retail levels. See Note 2, “Revenue,” of this Report for additional information on the Company’s revenue recognition policy.
Climate Conditions and Extreme Weather Events
Winemaking and grape growing are subject to a variety of agricultural risks. Various diseases, pests, natural disasters, and certain climate conditions can materially and adversely affect the quality and quantity of grapes available to Crimson thereby materially and adversely affecting the supply of Crimson’s products and its profitability. Given the risks presented by climate conditions and extreme weather, Crimson regularly evaluates impacts of climate conditions and weather on its business to disclose any material impacts on the business. Along with various insurance policies currently in place, Crimson has made investments to improve its climate resilience and strives to effectively manage grape sourcing to help mitigate the impact of climate change and unforeseen natural disasters. Crimson continues to complete upgrades to its facilities to improve water and energy resiliency and fire mitigation measures with plans to advance these initiatives over the next several years. However, we cannot guarantee that such efforts will successfully mitigate any damage from a catastrophic event. See “We may not be fully insured against risk of catastrophic loss to wineries, production facilities or distribution systems as a result of earthquakes, fires, floods or other events, some of which may be exacerbated by climate change, which may cause us to experience a material financial loss” under Part I, “Item 1A. Risk Factors” of the 2024 Report.
Inflation, Tariffs and Market Conditions
The Company expects profit margins to remain steady or increase if it is able to effectively manage cost of sales and operating expenses, subject to any volatility in the bulk wine markets, increased labor costs, increased commodity costs, including dry goods and packaging materials, and increased transportation costs. The Company continues to monitor the impact of inflation and tariffs in an attempt to minimize its effects through pricing strategies and cost reductions. If, however, the Company’s operations are impacted by significant inflationary pressures and/or tariffs, it may not be able to completely offset increased costs through price increases on its products, negotiations with suppliers, cost reductions, or production improvements.
Any new trade agreements, economic sanctions, or new, expanded or retaliatory tariffs or other measures could result in an increase in the price of our products, could result in boycotts of our products into certain countries, could increase the costs of finished goods and raw materials, could prompt consumers to seek alternative products, and could potentially impact our business, financial condition, or results of operations. Due to trade tensions and retaliatory actions taken by foreign government agencies against the U.S., shipments of the Company’s wines were suspended to Canada beginning towards the end of the first quarter of 2025 and throughout the second quarter of 2025. While the suspension is still in effect as of the date of this Report, the Company cannot predict when said trade barriers will be sufficiently reduced for shipments to resume. The extent and duration of the tariffs and the resulting impact on general economic conditions on our business are uncertain and depend on various factors, including negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets. The export business represented less than 5% of the Company’s total net sales for each of the six month periods ended June 30, 2025 and 2024.
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Results of Operations
Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
Net Sales
| Three Months Ended June 30, | |||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | Increase (Decrease) | % change | |||||||||||||||||||
| Wholesale | $ | 9,800 | $ | 9,372 | $ | 428 | 5% | ||||||||||||||||
| Direct to Consumer | 6,305 | 6,656 | (351) | (5)% | |||||||||||||||||||
| Other | 896 | 1,218 | (322) | (26)% | |||||||||||||||||||
| Total net sales | $ | 17,001 | $ | 17,246 | $ | (245) | (1)% | ||||||||||||||||
Wholesale net sales increased $0.4 million, or 5%, in the current quarter as compared to the same quarter in 2024, reflecting an increase in domestic wine sales of $0.8 million partially offset by a decrease in export wine sales of $0.4 million. The increase in domestic wine sales is primarily driven by increased shipments to wholesale distributors in the current quarter compared to the same quarter in 2024 related to timing of some orders planned for the first quarter being fulfilled in the second quarter of 2025 as well as additional shipments for the Company’s distributor transition in the State of California. The decrease in export wine sales is primarily driven by the suspension of shipments to Canadian markets. The tariffs levied and retaliatory measures between the U.S. and Canada have caused the suspension of all export shipments to Canada towards the end of the first quarter of 2025 and throughout the second quarter of 2025, and such suspension is still in effect as of the date of this Report. Although there are continuing uncertainties surrounding tariffs between the U.S. and other countries, there were no other significant impacts on the Company’s results to report in the current quarter.
Direct to Consumer net sales decreased $0.4 million, or 5%, in the current quarter as compared to the same quarter in 2024. The overall decrease was primarily driven by a decrease in sales from wine clubs and tasting rooms as compared to the same quarter in 2024. The Company experienced a decrease in wine club memberships and tasting room visitations for the current quarter compared to the same quarter in 2024.
Other net sales, which include bulk wine and grape sales, custom winemaking services, event fees, tasting fees and non-wine retail sales, decreased $0.3 million, or 26%, in the current quarter as compared to the same quarter in 2024. The decrease was primarily driven by lower tasting fees revenue and bulk wine sales in the current quarter as compared to the same quarter in 2024.
21
Gross Profit
| Three Months Ended June 30, | |||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | Increase (Decrease) | % change | |||||||||||||||||||
| Wholesale | $ | 3,713 | $ | 3,978 | $ | (265) | (7)% | ||||||||||||||||
| Wholesale gross margin percentage | 38 | % | 42 | % | |||||||||||||||||||
| Direct to Consumer | 4,202 | 4,211 | (9) | —% | |||||||||||||||||||
| Direct to Consumer gross margin percentage | 67 | % | 63 | % | |||||||||||||||||||
| Other | (164) | 602 | (766) | (127)% | |||||||||||||||||||
| Total gross profit | $ | 7,751 | $ | 8,791 | $ | (1,040) | (12)% | ||||||||||||||||
| Total gross margin percentage | 46 | % | 51 | % | |||||||||||||||||||
Wholesale gross profit decreased $0.3 million, or 7%, in the current quarter as compared to the same quarter in 2024 driven by increased discounts on select labels partially offset by an increase in overall shipments. Wholesale gross margin percentage, which is defined as wholesale gross profit as a percentage of wholesale net sales, decreased 456 basis points primarily driven by the aforementioned discounts on select labels in the current quarter as compared to the same quarter in 2024.
Direct to Consumer gross profit in the current quarter was comparable to the same quarter in 2024. Direct to Consumer gross margin percentage increased 338 basis points primarily driven by sales mix of higher margin wines sold through wine clubs and Ecommerce channels as compared to the same quarter in 2024.
“Other” includes gross profit (loss) on bulk wine and grape sales, custom winemaking services, event fees, tasting fees, non-wine retail sales, and inventory write-downs. Other gross profit decreased $0.8 million, or 127%, in the current quarter as compared to the same quarter in 2024 and is primarily driven by higher inventory write-downs related to inventory expected to be sold at a loss due to current market conditions.
Operating Expenses
| Three Months Ended June 30, | |||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | Increase | % change | |||||||||||||||||||
| Sales and marketing | $ | 4,484 | $ | 4,926 | $ | (442) | (9)% | ||||||||||||||||
| General and administrative | 3,672 | 3,749 | (77) | (2)% | |||||||||||||||||||
| Total operating expenses | $ | 8,156 | $ | 8,675 | $ | (519) | (6)% | ||||||||||||||||
Sales and marketing expenses decreased $0.4 million, or 9%, in the current quarter as compared to the same quarter in 2024 primarily driven by decreased spending on selling costs consistent with lower Direct to Consumer sales, travel expenses and other professional services.
General and administrative expenses decreased $0.1 million, or 2%, in the current quarter as compared to the same quarter in 2024 due to decreased consulting expenses.
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Other Income (Expense)
| Three Months Ended June 30, | |||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | Change | % change | |||||||||||||||||||
| Interest expense, net | $ | (62) | $ | (69) | $ | 7 | 10% | ||||||||||||||||
| Other income, net | 266 | 294 | (28) | (10)% | |||||||||||||||||||
| Total other income, net | $ | 204 | $ | 225 | $ | (21) | (9)% | ||||||||||||||||
Both interest expense, net and other income, net, in the current quarter were comparable to the same quarter in 2024.
Income Tax (Benefit) Expense
The Company’s effective tax rates for the three months ended June 30, 2025 and 2024 were 45.3% and 28.4%, respectively. The increase in the Company’s effective tax rate is attributable to the immaterial change in the estimated annual effective income tax rate having a disproportionately large impact for the current quarter due to the Company’s pre-tax book loss for the three months ended June 30, 2025.
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Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Net Sales
| Six Months Ended June 30, | |||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | Increase (Decrease) | % change | |||||||||||||||||||
| Wholesale | $ | 17,699 | $ | 18,511 | $ | (812) | (4)% | ||||||||||||||||
| Direct to Consumer | 12,282 | 12,718 | (436) | (3)% | |||||||||||||||||||
| Other | 1,480 | 1,947 | (467) | (24)% | |||||||||||||||||||
| Total net sales | $ | 31,461 | $ | 33,176 | $ | (1,715) | (5)% | ||||||||||||||||
Wholesale net sales decreased $0.8 million, or 4%, in the current six month period as compared to the same period in 2024, primarily driven by a decrease in export wine sales of $0.8 million as domestic wine sales were comparable across the two comparative periods. The decrease in export wine sales is primarily driven by decreased shipments to Canada and Europe. Although there are continuing uncertainties surrounding international trade policy, there were no other significant impacts on the Company’s results in the current six month period.
Direct to Consumer net sales decreased $0.4 million, or 3%, in the current six month period as compared to the same period in 2024. The overall decrease was primarily driven by a decrease in sales from wine clubs and tasting rooms, partially offset by an increase in sales from Ecommerce as compared to the same period in 2024. The Company experienced a decrease in wine club memberships and tasting room visitations for the current six month period compared to the same period in 2024. For Ecommerce, a sales mix of higher priced wines drove an increase in sales as compared to the same period in 2024.
Other net sales, which include bulk wine and grape sales, custom winemaking services, event fees, tasting fees and non-wine retail sales, decreased $0.5 million, or 24%, in the current six month period as compared to the same period in 2024. The decrease was primarily driven by lower tasting fees revenue, bulk wine sales, and service revenues generated from the custom winemaking business in the current six month period as compared to the same period in 2024.
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Gross Profit
| Six Months Ended June 30, | |||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | Increase (Decrease) | % change | |||||||||||||||||||
| Wholesale | $ | 7,067 | $ | 7,510 | $ | (443) | (6)% | ||||||||||||||||
| Wholesale gross margin percentage | 40 | % | 41 | % | |||||||||||||||||||
| Direct to Consumer | 8,124 | 8,135 | (11) | —% | |||||||||||||||||||
| Direct to Consumer gross margin percentage | 66 | % | 64 | % | |||||||||||||||||||
| Other | (792) | 842 | (1,634) | (194)% | |||||||||||||||||||
| Total gross profit | $ | 14,399 | $ | 16,487 | $ | (2,088) | (13)% | ||||||||||||||||
| Total gross margin percentage | 46 | % | 50 | % | |||||||||||||||||||
Wholesale gross profit decreased $0.4 million, or 6%, in the current six month period as compared to the same period in 2024 driven by increased discounts on select labels and a decrease in export shipments. Wholesale gross margin percentage, which is defined as wholesale gross profit as a percentage of wholesale net sales, decreased 64 basis points primarily driven by the aforementioned discounts on select labels mostly offset by sales of lower cost vintages in the current six month period as compared to the same period in 2024.
Direct to Consumer gross profit in the current six month period was comparable to the same period in 2024. Direct to Consumer gross margin percentage increased 218 basis points primarily driven by sales mix of higher margin wines sold through wine clubs and Ecommerce channels as compared to the same period in 2024.
“Other” includes a gross profit (loss) on bulk wine and grape sales, custom winemaking services, event fees, tasting fees, non-wine retail sales, and inventory write-downs and reserves. Other gross profit decreased $1.6 million, or 194%, in the current six month period as compared to the same period in 2024 and is primarily driven by higher inventory write-downs related to inventory expected to be sold at a loss due to current market conditions.
Operating Expenses
| Six Months Ended June 30, | |||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | Increase | % change | |||||||||||||||||||
| Sales and marketing | $ | 8,710 | $ | 9,754 | $ | (1,044) | (11)% | ||||||||||||||||
| General and administrative | 7,640 | 7,512 | 128 | 2% | |||||||||||||||||||
| Total operating expenses | $ | 16,350 | $ | 17,266 | $ | (916) | (5)% | ||||||||||||||||
Sales and marketing expenses decreased $1.0 million, or 11%, in the current six month period as compared to the same period in 2024 primarily driven by decreased spending on design, events, selling costs consistent with lower Direct to Consumer sales, and travel expenses.
General and administrative expenses increased $0.1 million, or 2%, in the current six month period as compared to the same period in 2024 primarily driven by increased spending on software and professional fees.
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Other Income (Expense)
| Six Months Ended June 30, | |||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | Change | % change | |||||||||||||||||||
| Interest expense, net | $ | (289) | $ | (309) | $ | 20 | 6% | ||||||||||||||||
| Other income, net | 741 | 764 | (23) | (3)% | |||||||||||||||||||
| Total other income, net | $ | 452 | $ | 455 | $ | (3) | (1)% | ||||||||||||||||
Both interest expense, net and other income, net, in the current six month period were comparable to the same period in 2024.
Income Tax Benefit
The Company’s effective tax rates for six months ended June 30, 2025 and 2024 were 30.3% and 27.6%, respectively.
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Liquidity and Capital Resources
General
The Company’s principal sources of liquidity are its available cash and cash equivalents, investments in available for sale securities, funds generated from operations and bank borrowings. The Company’s primary cash needs are to fund working capital requirements and capital expenditures.
The Company believes that cash flows generated from operations and its cash, cash equivalents, and marketable securities balances, as well as its borrowing arrangements, will be sufficient to meet its presently anticipated cash requirements for capital expenditures, working capital, debt obligations and other commitments during the next twelve months.
Revolving Credit Facility
In March 2013, Crimson and its subsidiaries entered into a $60.0 million revolving credit facility (the “Revolving Credit Facility”) with American AgCredit, FLCA (“American AgCredit”), as agent for the lenders. 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. On June 15, 2023, the Company executed a fifth amendment to the Revolving Credit Facility with American AgCredit, which extended the termination date of the Revolving Loan and the Term Revolving Loan to May 31, 2028 along with updates to other terms of the Revolving Credit Facility. 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 term. In addition to unused line fees ranging from 0.125% to 0.225%, rates for the borrowings are priced based on a performance grid tied to certain financial ratios and the Term Secured Overnight Financing Rate. The Revolving Credit Facility can be used to fund acquisitions, capital projects, and other general corporate purposes. Covenants include the maintenance of specified debt and equity ratios, limitations on the incurrence of additional indebtedness, limitations on dividends and other distributions to stockholders and restrictions on certain mergers, consolidations, and sales of assets. No amounts have been borrowed under the Revolving Credit Facility to date.
Term Loans
The Company’s term loans consist of the following:
(i) On November 10, 2015, Pine Ridge Winery, LLC (“PRW Borrower”), a wholly-owned subsidiary of Crimson, entered into a senior secured term loan agreement (the “2015 Term Loan”) with American AgCredit for an aggregate principal amount of $16.0 million. Amounts outstanding under the 2015 Term Loan bear a fixed interest rate of 5.24% per annum. The 2015 Term Loan will mature on October 1, 2040. The 2015 Term Loan can be used to fund acquisitions, capital projects, and other general corporate purposes. As of June 30, 2025, $9.9 million in principal was outstanding on the 2015 Term Loan, and unamortized loan fees were less than $0.1 million.
(ii) On June 29, 2017, Double Canyon Vineyards, LLC (collectively with the PRW Borrower, “Borrower”), a wholly-owned subsidiary of Crimson, entered into a senior secured term loan agreement (the “2017 Term Loan”) with American AgCredit for an aggregate principal amount of $10.0 million. Amounts outstanding under the 2017 Term Loan bear a fixed interest rate of 5.39% per annum. The 2017 Term Loan will mature on July 1, 2037. The 2017 Term Loan can be used to fund acquisitions, capital projects, and other general corporate purposes. As of June 30, 2025, $6.1 million in principal was outstanding on the 2017 Term Loan, and unamortized loan fees were less than $0.1 million.
Borrower’s obligations under the 2015 Term Loan and 2017 Term Loan are guaranteed by the Company. All obligations of Borrower under the 2015 Term Loan and 2017 Term Loan are collateralized by certain real property of the Company. Borrower’s covenants include the maintenance of a specified fixed charge coverage ratio and certain customary affirmative and negative covenants, including limitations on the incurrence of additional indebtedness, limitations on distributions to stockholders, and restrictions on certain investments, the sale of assets, and merging or consolidating with other entities. The Company was in compliance with all debt covenants as of June 30, 2025.
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Consolidated Statements of Cash Flows
The following table summarizes the Company’s cash flow activities for the six months ended June 30, 2025 and 2024 (in thousands):
| Net cash provided by (used in): | 2025 | 2024 | |||||||||
| Operating activities | $ | 653 | $ | 932 | |||||||
| Investing activities | 1,460 | (4,816) | |||||||||
| Financing activities | (940) | (2,031) | |||||||||
Cash provided by operating activities
Net cash provided by operating activities was $0.7 million for the six months ended June 30, 2025, consisting primarily of $1.1 million of net loss adjusted for $5.1 million of non-cash items and $3.4 million net cash outflow related to changes in operating assets and liabilities. Adjustments for non-cash items primarily consist of depreciation, amortization, loss on the write-down of inventory, and other offsetting items. The change in operating assets and liabilities was primarily due to a decrease in accounts payable and accrued liabilities and an increase in inventory, partially offset by a decrease in accounts receivable and other current assets.
Net cash provided by operating activities was $0.9 million for the six months ended June 30, 2024, consisting primarily of $0.5 million of net loss adjusted for $4.5 million of non-cash items and $3.1 million net cash outflow related to changes in operating assets and liabilities. Adjustments for non-cash items primarily consist of depreciation, amortization, loss on the write-down of inventory, net loss on disposal of property and equipment, along with other offsetting items. The change in operating assets and liabilities was primarily due to a decrease in accounts payable and accrued liabilities, partially offset by a decrease in accounts receivable, inventory, and other current assets.
Cash provided by (used in ) investing activities
Net cash provided by investing activities was $1.5 million for the six months ended June 30, 2025, consisting primarily of the net redemptions of available for sale investments of $3.0 million, partially offset by and capital expenditures of $1.6 million.
Net cash used in investing activities was $4.8 million for the six months ended June 30, 2024, consisting primarily of the net purchases of available for sale investments of $2.9 million and capital expenditures of $2.0 million, partially offset by principal payments received on notes receivable and proceeds from disposals of property and equipment totaling $0.1 million.
Cash used in financing activities
Net cash used in financing activities was $0.9 million for the six months ended June 30, 2025, consisting of the principal payments on the Company’s 2015 and 2017 Term Loans of $0.6 million and the repurchase of shares of the Company’s common stock at an aggregate purchase price of $0.4 million.
Net cash used in financing activities was $2.0 million for the six months ended June 30, 2024, consisting of the repurchase of shares of the Company’s common stock at an aggregate purchase price of $1.5 million and the principal payments on the Company’s 2015 and 2017 Term Loans of $0.6 million.
Share Repurchases
In March 2023, the Company commenced a share repurchase program (the “2023 Repurchase Program”) that provided for the repurchase of up to 2,000,000 shares of outstanding common stock. Under the 2023 Repurchase Program, any repurchased shares are constructively retired. Effective March 21, 2025, upon approval of the Board of Directors, the Company suspended the 2023 Repurchase Program. During the six months ended June 30, 2025 and prior to the suspension of the 2023 Repurchase Program, the Company repurchased 58,252 shares of its common stock at an average purchase price of $5.92 per share for an aggregate purchase price of $0.3 million. In 2024, the Company repurchased a total of 389,299 shares of its common stock at an average purchase price of $6.02 per share for an aggregate purchase price of $2.4 million. The Company’s repurchase was funded through cash on hand, and the shares were retired.
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Off-Balance Sheet Financing Arrangements
None.
Critical Accounting Policies and Estimates
There have been no material changes to the critical accounting policies and estimates previously disclosed in the 2024 Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4. Controls and Procedures.
The Company’s management evaluated, with the participation of the Company’s principal executive and principal financial officers, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025. Based on their evaluation, the Company’s principal executive and principal financial officers concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025.
There has been no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s fiscal quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
The information set forth under Note 12, “Contingencies,” to the Company’s condensed consolidated interim financial statements included in Part I, “Item 1. Financial Statements (Unaudited)” of this Report is incorporated herein by reference.
Item 1A. Risk Factors.
In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” of the 2024 Report, which could materially affect its business, results of operations or financial condition. The risks described in the 2024 Report are not the only risks it faces. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may eventually prove to materially adversely affect its business, results of operations or financial condition. The information presented below updates, and should be read in conjunction with, the risk factors disclosed in the 2024 Report.
We are subject to risks from changes to the trade policies, regulations, and tariffs of the U.S. and foreign governments.
Changes in the import and export policies, new or increased tariffs or quotas, trade restrictions by the U.S. and foreign governments, could have a material adverse effect on our business performance, financial condition, results of operations, and our relationships with customers and suppliers. Any new trade agreements, economic sanctions, or new, expanded or retaliatory tariffs or other measures could result in an increase in the price of our products, could result in boycotts of our products into certain countries, could increase the costs of finished goods and raw materials, could prompt consumers to seek alternative products, and could potentially impact our business, financial condition, or results of operations. The extent and duration of the tariffs and the resulting impact on general economic conditions on our business are uncertain and depend on various factors, including negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets. The export business represented less than 5% of the Company’s total net sales for each of the years ended December 31, 2024 and 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Rule 10b5-1 Trading Plans
During the three months ended June 30, 2025, no director or officer of the Company adopted terminated
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Item 6. Exhibits.
| 2.1 | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 101.INS* | Inline XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104* | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL. | |||||||
| * Filed herewith. | ||||||||
| ** Furnished herewith. | ||||||||
31
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 thereunto duly authorized.
| CRIMSON WINE GROUP, LTD. | ||||||||||||||
| (Registrant) | ||||||||||||||
| Date: | August 7, 2025 | By: | /s/ Adam D. Howell | |||||||||||
| Adam D. Howell | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
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