Vintage Wine Estates Receives Notification from Nasdaq Related to Delayed Quarterly Report on Form 10-Q
16 Febbraio 2023 - 2:30PM
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 received a letter from the Listing Qualifications Department of
The Nasdaq Stock Market LLC (“Nasdaq”) on February 13, 2023,
indicating that, because the Company has not filed its Quarterly
Report on
Form 10-Q for the period ended December 31, 2022 (the “Form
10-Q”) within the prescribed time period, the Company is not in
compliance with the timely filing requirement for continued listing
under Nasdaq Listing Rule 5250(c)(1).
The Nasdaq notification letter has no immediate effect on the
listing or trading of the Company’s common stock. While the notice
provides the Company the opportunity to submit a plan to regain
compliance with Nasdaq Listing Rule 5250(c)(1) within 60 days, VWE
currently expects to be in compliance with the listing
qualification in that timeframe.
The Company filed a Notification of Late Filing on Form 12b-25
with the Securities and Exchange Commission on February 8, 2023
indicating that the filing of the Form 10-Q would 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 was not able to file the Form 10-Q within the five-day
extension period provided by Rule 12b-25 under the Securities
Exchange Act of 1934. The Company expects it will file the Form
10-Q in mid-March 2023 following the filing of an amendment to its
previously filed Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2022.
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 14th 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 restatement of its results
for the first quarter ended September 30, 2023, and the anticipated
timing of the filing of VWE’s results for the second quarter ended
December 31, 2022. 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 within the anticipated timeframe, the ability of
the Company to regain compliance with Nasdaq continued listing
requirements, 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.
Contacts:
Investors |
Media |
Deborah K. Pawlowski / Patty Yahn-Urlaub |
Mary Ann Vangrin |
Kei Advisors LLC |
MVangrin@vintagewineestates.com |
dpawlowski@keiadvisors.com / pyahnurlaub@keiadvisors.com |
|
Phone: 716.843.3908 |
|
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