10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

OR

☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-54866

CRIMSON WINE GROUP, LTD.

(Exact name of registrant as specified in its Charter)

Delaware (State or Other Jurisdiction of	13-3607383 (I.R.S. Employer
Incorporation or Organization)	Identification Number)
5901 Silverado Trail, Napa, California (Address of Principal Executive Offices)	94558 (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. 

Yes 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).       

Yes 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   ☐
Non-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 X

On August 4, 2023 there were 21,308,900 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.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022	2
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022	5
	Notes to Unaudited Interim Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Interim Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
	Signatures	30

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, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	15,504	$	25,705
Investments available for sale	19,162		11,673
Accounts receivable, net	4,970		6,849
Inventory	51,478		51,716
Other current assets	1,555		1,653
Total current assets	92,669		97,596
Property and equipment, net	114,570		113,421
Goodwill	1,262		1,262
Intangible and other non-current assets, net	5,975		6,481
Total non-current assets	121,807		121,164
Total assets	$	214,476	$	218,760
Liabilities
Current liabilities:
Accounts payable and accrued liabilities	$	7,877	$	11,460
Customer deposits	579		392
Current portion of long-term debt, net of unamortized loan fees	1,129		1,128
Total current liabilities	9,585		12,980
Long-term debt, net of current portion and unamortized loan fees	17,106		17,671
Deferred tax liability, net	1,103		1,100
Other non-current liabilities	9		9
Total non-current liabilities	18,218		18,780
Total liabilities	27,803		31,760
Contingencies (Note 12)
Stockholders’ Equity
Common shares, par value $0.01 per share, authorized 150,000,000 shares; 21,357,656 and 21,448,212 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	213		214
Additional paid-in capital	278,347		278,083
Accumulated other comprehensive income (loss)	24		(49)
Accumulated deficit	(91,911)		(91,248)
Total stockholders’ equity	186,673		187,000
Total liabilities and stockholders’ equity	$	214,476	$	218,760

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,
	2023		2022		2023		2022
Net sales	$	17,718	$	18,082	$	32,939	$	36,705
Cost of sales	9,121		9,729		17,408		21,257
Gross profit	8,597		8,353		15,531		15,448
Operating expenses:
Sales and marketing	4,520		4,543		8,830		8,282
General and administrative	3,560		3,263		7,028		6,561
Total operating expenses	8,080		7,806		15,858		14,843
Net (gain) loss on disposal of property and equipment	(15)		107		34		127
Income (loss) from operations	532		440		(361)		478
Other (expense) income:
Interest expense, net	(68)		(94)		(327)		(377)
Other income, net	297		99		597		126
Total other income (expense), net	229		5		270		(251)
Income (loss) before income taxes	761		445		(91)		227
Income tax expense (benefit)	215		127		(25)		66
Net income (loss)	$	546	$	318	$	(66)	$	161
Basic weighted-average shares outstanding	21,412		22,450		21,430		22,486
Fully diluted weighted-average shares outstanding	21,412		22,450		21,430		22,487
Basic and fully diluted earnings per share	$	0.03	$	0.01	$	0.00	$	0.01

See accompanying notes to unaudited interim condensed consolidated financial statements.

2

CRIMSON WINE GROUP, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income (loss)	$	546	$	318	$	(66)	$	161
Net unrealized holding gains (losses) on investments arising during the period, net of tax	65		(19)		73		(25)
Comprehensive income	$	611	$	299	$	7	$	136

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,
	2023		2022
Net cash flows from operating activities:
Net (loss) income	$	(66)	$	161
Adjustments to reconcile net (loss) income to net cash from operations:
Depreciation and amortization of property and equipment	3,028		2,976
Amortization of intangible assets	643		643
Loss on write-down of inventory	531		926
Provision for doubtful accounts	7		—
Net loss on disposal of property and equipment	34		127
(Benefit) provision for deferred income taxes	(25)		66
Stock-based compensation	264		158
Net change in operating assets and liabilities:
Accounts receivable	1,872		978
Inventory	(293)		4,886
Other current assets	98		(170)
Other non-current assets	(137)		19
Accounts payable and accrued liabilities	(4,374)		(4,825)
Customer deposits	193		265
Net cash provided by operating activities	1,775		6,210
Net cash flows from investing activities:
Purchase of investments available for sale	(14,637)		(5,750)
Redemptions of investments available for sale	7,250		9,250
Acquisition of property and equipment	(3,442)		(1,678)
Proceeds from disposals of property and equipment	21		18
Net cash (used in) provided by investing activities	(10,808)		1,840
Net cash flows from financing activities:
Principal payments on long-term debt	(570)		(570)
Repurchase of common stock	(598)		(1,016)
Net cash used in financing activities	(1,168)		(1,586)
Net (decrease) increase in cash and cash equivalents	(10,201)		6,464
Cash and cash equivalents - beginning of period	25,705		32,732
Cash and cash equivalents - end of period	$	15,504	$	39,196
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest, net of capitalized interest	$	505	$	568
Non-cash investing and financing activity:
Unrealized holding gains (losses) on investments, net of tax	$	73	$	(25)
Acquisition of property and equipment accrued but not yet paid	$	790	$	401

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		(Loss) Income		Deficit		Total
Three Months Ended June 30, 2023
Balance, March 31, 2023	21,447,712	$	214	$	278,199	$	(41)	$	(91,863)	$	186,509
Net income	—	—		—		—		546		546
Other comprehensive income	—	—		—		65		—		65
Stock-based compensation	—	—		148		—		—		148
Repurchase of common stock	(90,056)	(1)		—		—		(594)		(595)
Balance, June 30, 2023	21,357,656	$	213	$	278,347	$	24	$	(91,911)	$	186,673
Three Months Ended June 30, 2022
Balance, March 31, 2022	22,516,882	$	225	$	277,776	$	(4)	$	(85,559)	$	192,438
Net income	—	—		—		—		318		318
Other comprehensive loss	—	—		—		(19)		—		(19)
Stock-based compensation	—	—		101		—		—		101
Repurchase of common stock	(127,419)	(1)		—		—		(956)		(957)
Balance, June 30, 2022	22,389,463	$	224	$	277,877	$	(23)	$	(86,197)	$	191,881
Six Months Ended June 30, 2023
Balance, December 31, 2022	21,448,212	$	214	$	278,083	$	(49)	$	(91,248)	$	187,000
Net loss	—	—		—		—		(66)		(66)
Other comprehensive income	—	—		—		73		—		73
Stock-based compensation	—	—		264		—		—		264
Repurchase of common stock	(90,556)	(1)		—		—		(597)		(598)
Balance, June 30, 2023	21,357,656	$	213	$	278,347	$	24	$	(91,911)	$	186,673
Six Months Ended June 30, 2022
Balance, December 31, 2021	22,524,185	$	225	$	277,719	$	2	$	(85,343)	$	192,603
Net income	—	—		—		—		161		161
Other comprehensive loss	—	—		—		(25)		—		(25)
Stock-based compensation	—	—		158		—		—		158
Repurchase of common stock	(134,722)	(1)		—		—		(1,015)		(1,016)
Balance, June 30, 2022	22,389,463	$	224	$	277,877	$	(23)	$	(86,197)	$	191,881

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 $15 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, 2022, as filed with the SEC on Form 10-K (the “2022 Report”). Results of operations for interim periods are not necessarily indicative of annual results of operations. The unaudited condensed consolidated balance sheet at December 31, 2022 was extracted from the audited annual consolidated financial statements 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, 2023. See Note 2, “Significant Accounting Policies,” of the 2022 Report for a description of the Company’s significant accounting policies.

Recent Accounting Pronouncements

Subsequent to the filing of the 2022 Report, the Company evaluated Accounting Standards Update (“ASU”) 2023-01 through 2023-03 issued by the Financial Accounting Standards Board (“FASB”) and concluded none of the accounting pronouncements would have a material effect or are applicable to Crimson’s unaudited interim condensed consolidated financial statements.

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, 2023 and 2022.

7

Contract Balances

When the Company receives payments from customers prior to transferring goods or services under the terms of a contract, the Company records deferred revenue, which it classifies as customer deposits on its 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 2023 and 2022 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, 2023 and 2022 were not materially impacted by any other factors.

The outstanding contract liability balance was $0.6 million at June 30, 2023 and $0.4 million at December 31, 2022. Of the amounts included in the opening contract liability balances at the beginning of each period, approximately $0.3 million were recognized as revenue during each of the six-month periods ended June 30, 2023 and 2022.

Accounts Receivable, Net

Accounts receivable are reported net of an allowance for doubtful accounts. Credit is extended based on an evaluation of the customer’s financial condition. Accounts are charged against the allowance for bad debt as they are deemed uncollectible based on a periodic review of the accounts. In evaluating the collectability of individual receivable balances, the Company considers several factors, including the age of the balance, the customer’s historical payment history, its current credit worthiness, and current economic trends. The Company’s accounts receivable balance is net of an allowance for doubtful accounts of $0.2 million at both June 30, 2023 and December 31, 2022.

3.Inventory

A summary of inventory at June 30, 2023 and December 31, 2022 is as follows (in thousands):

	June 30, 2023		December 31, 2022
Finished goods	$	23,160	$	17,896
In-process goods	27,056		32,849
Packaging and bottling supplies	1,262		971
Total inventory	$	51,478	$	51,716

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. Crop insurance proceeds from farming losses may be recorded as offsets against previously recognized write-downs.

Inventory write-downs of $0.2 million were recorded during each of the three-month periods ended June 30, 2023 and 2022. Inventory write-downs of $0.5 million and $0.9 million were recorded during the six-month periods ended June 30, 2023 and 2022, respectively. The Company’s inventory balances are presented at the lower of cost or net realizable value.

8

4.Property and Equipment

A summary of property and equipment at June 30, 2023 and December 31, 2022, and depreciation and amortization for the three and six months ended June 30, 2023 and 2022, is as follows (in thousands):

	Depreciable Lives
	(in years)	June 30, 2023		December 31, 2022
Land and improvements	N/A	$	44,912	$	44,912
Buildings and improvements	20-40	61,874		61,260
Winery and vineyard equipment	3-25	36,692		35,998
Vineyards and improvements	7-25	34,591		34,221
Caves	20-40	5,639		5,639
Vineyards under development	N/A	3,072		2,489
Construction in progress	N/A	5,095		3,479
Total		191,875		187,998
Accumulated depreciation and amortization		(77,305)		(74,577)
Total property and equipment, net		$	114,570	$	113,421

	Three Months Ended June 30,				Six Months Ended June 30,
Depreciation and amortization:	2023		2022		2023		2022
Capitalized into inventory	$	1,134	$	1,110	$	2,270	$	2,234
Expensed to general and administrative	387		377		758		742
Total depreciation and amortization	$	1,521	$	1,487	$	3,028	$	2,976

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, 2023 and December 31, 2022 are as follows (in thousands):

June 30, 2023	Par Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Level 1		Level 2		Total Fair Value Measurements
U.S. Treasury Bill	$	5,000	$	4,887	$	61	$	—	$	4,948	$	—	$	4,948
Certificates of Deposit	14,250		14,250		—		(36)		—		14,214		14,214
Total	$	19,250	$	19,137	$	61	$	(36)	$	4,948	$	14,214	$	19,162
December 31, 2022	Par Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Level 1		Level 2		Total Fair Value Measurements
Certificates of Deposit	$	11,750	$	11,750	$	—	$	(77)	$	—	$	11,673	$	11,673

The Company believes the gross unrealized losses are temporary as it does not intend to sell these securities and it is more likely than not that the Company will not be required to sell these securities before the recovery of their amortized cost basis.

As of June 30, 2023 and December 31, 2022, 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, 2023, the Company has estimated the fair value of its outstanding debt to be approximately $13.9 million compared to its carrying value of $18.3 million, based upon discounted cash flows with Level 3 inputs, such as the terms that management believes would currently be available to the Company for similar issues of debt, taking into account the current credit risk of the Company and other factors. Level 3 inputs include market rates obtained from American AgCredit, FLCA as of June 30, 2023 of 8.06% and 8.02% 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 at June 30, 2023 and December 31, 2022, and amortization expense for the three and six months ended June 30, 2023 and 2022, is as follows (in thousands):

		June 30, 2023						December 31, 2022
	Amortizable lives (in years)	Gross carrying amount		Accumulated amortization		Net book value		Gross carrying amount		Accumulated amortization		Net book value
Brand	15-17	$	18,000	$	(12,686)	$	5,314	$	18,000	$	(12,155)	$	5,845
Distributor relationships	10-14	2,700		(2,318)		382		2,700		(2,220)		480
Legacy permits	14	250		(216)		34		250		(207)		43
Trademark	20	200		(148)		52		200		(143)		57
Total		$	21,150	$	(15,368)	$	5,782	$	21,150	$	(14,725)	$	6,425
Other non-current assets						193						56
Total intangible and other non-current assets, net						$	5,975					$	6,481
						Three Months Ended June 30,				Six Months Ended June 30,
						2023		2022		2023		2022
Total amortization expense						$	322	$	322	$	643	$	643

The estimated aggregate future amortization of intangible assets as of June 30, 2023 is identified below (in thousands):

	Amortization
Remainder of 2023	$	643
2024	1,286
2025	1,168
2026	1,073
2027	1,073
Thereafter	539
Total	$	5,782

7.Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):

	June 30, 2023		December 31, 2022
Accounts payable and accrued grape liabilities	$	2,862	$	5,120
Accrued compensation related expenses	2,252		3,287
Sales and marketing	588		227
Acquisition of property and equipment	790		709
Accrued interest	243		250
Depletion allowance	490		1,176
Production and farming	374		202
Other accrued expenses	278		489
Total accounts payable and accrued liabilities	$	7,877	$	11,460

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8.Debt

A summary of debt at June 30, 2023 and December 31, 2022 is as follows (in thousands):

	June 30, 2023		December 31, 2022
Revolving Credit Facility (1)	$	—	$	—
Senior Secured Term Loan Agreement due 2040,    with an interest rate of 5.24% (2)	11,200		11,520
Senior Secured Term Loan Agreement due 2037,    with an interest rate of 5.39% (3)	7,125		7,375
Unamortized loan fees	(90)		(96)
Total debt	18,235		18,799
Less current portion of long-term debt	1,129		1,128
Long-term debt due after one year, net	$	17,106	$	17,671

______________________________________

(1)    The Revolving Credit Facility, a $60.0 million revolving credit facility between the Company and American AgCredit, FLCA, 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 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 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 debt service coverage ratio, and certain customary affirmative and negative covenants, including limitations on the incurrence of additional indebtedness, limitations on dividends and other distributions to shareholders and restrictions on certain investments, certain mergers, consolidations and sales of assets. The Company was in compliance with all existing debt covenants as of June 30, 2023.

A summary of debt maturities as of June 30, 2023 is as follows (in thousands):

Principal due the remainder of 2023	$	570
Principal due in 2024	1,140
Principal due in 2025	1,140
Principal due in 2026	1,140
Principal due in 2027	1,140
Principal due thereafter	13,195
Total	$	18,325

9. Stockholders’ Equity and Stock-Based Compensation

Share Repurchase

In 2022, the Company repurchased a total of 1,075,973 shares of its common stock at an average purchase price of $6.48 per share for an aggregate purchase price of $7.0 million. The Company’s repurchase was funded through cash on hand, and the shares were retired.

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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. During the six months ended June 30, 2023, the Company repurchased 90,556 shares of its common stock at an average purchase price of $6.58 per share for an aggregate purchase price of $0.6 million. The Company’s repurchase was funded through cash on hand, and the shares were retired.

Stock-Based Compensation

In February 2013, the Company adopted the 2013 Omnibus Incentive Plan (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 Company’s 2013 Omnibus Incentive Plan, option grants for 89,000 shares were issued. The options vest annually over five years and expire seven years from the date of grant. In July 2021, stock option awards for an additional 233,000 shares were issued to certain members of management. Subject to the terms of the respective option award agreements, the options vest in four equal increments in January 2022, January 2023, January 2024 and January 2025, and the options will expire seven years from the date of grant. In March 2022, stock option awards for an additional 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, stock option awards for an additional 500,000 shares were granted to certain officers and employees of the Company. Such options are divided into five tranches, are subject to both performance-based vesting requirements and time-based vesting requirements, and expire ten years from the date of grant. The performance-based vesting requirements for the grants made in March 2022 and March 2023 are tied to annual or cumulative Adjusted EBITDA targets, as defined within the respective underlying option award agreements. The Company believes it will achieve the listed targets for each agreement and has recorded the related stock-based compensation expense for the three and six months ended June 30, 2023. The exercise price for all respective options was either the closing price or average trading price on the date of grant.

Estimates of stock-based compensation expense require a number of complex and subjective assumptions, including the selection of an option pricing model. The Company determined the grant date fair value of the awards using the Black-Scholes-Merton option-pricing valuation model.

During the six months ended June 30, 2023, the Company granted stock options in respect of 500,000 shares. The fair value of these grants was computed based on the following assumptions:

	March 2023 Grants
Shares issued	500,000
Expected term	7.42 - 9.42 years
Expected dividend yield	—		%
Risk-free interest rate	4.08		%
Expected stock price volatility	27 - 29%
Stock price	$	5.95
Weighted-average grant date fair value	$	2.64
Grant date fair value (in thousands)	$	1,319

As of June 30, 2023, stock options in respect of 1,322,000 shares remained outstanding with no stock option exercises or expirations during the quarter. The stock-based compensation expense for these grants is based on the grant date fair value, which will be recorded over the respective vesting periods. $148 thousand and $264 thousand were recorded as stock-based compensation expense for the three and six months ended June 30, 2023, respectively. $102 thousand and $159 thousand were recorded as stock-based compensation expense for the three and six months ended June 30, 2022, respectively. Stock-based compensation expense was recorded to general and administrative expense in the unaudited interim condensed consolidated statements of operations.

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10.Income Taxes

The consolidated income tax expense or benefit for the three and six months ended June 30, 2023 and 2022, was determined based upon the Company’s estimated consolidated effective income tax rates calculated without discrete items for the years ending December 31, 2023 and 2022, respectively, and then adjusting for any discrete items.

The Company’s effective tax rates for the three months ended June 30, 2023 and 2022 were 28.2% and 28.9%, respectively. The Company’s effective tax rates for the six months ended June 30, 2023 and 2022 were 27.4% and 29.1%, 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, 2023 was primarily attributable to state income taxes and other permanent items.

11.Business Segment Information

The Company has identified two operating segments, Wholesale net sales and Direct to Consumer net sales, which are reportable segments for financial statement reporting purposes, based upon their different distribution channels, margins, and selling strategies. Wholesale net sales include all sales through a third party where prices are given at a wholesale rate, whereas Direct to Consumer net sales include retail sales in tasting rooms, remote sites and on-site events, wine club sales, direct phone sales, Ecommerce sales, and other sales made directly to the consumer without the use of an intermediary.

The two segments reflect how the Company’s operations are evaluated by senior management and the structure of its internal financial reporting. The Company evaluates performance based on the gross profit of the respective business segments. Selling expenses that can be directly attributable to the segment are allocated accordingly. However, centralized selling expenses and general and administrative expenses are not allocated between operating segments. Therefore, net income information for the respective segments is not available. Based on the nature of the Company’s business, revenue generating assets are utilized across segments. Therefore, discrete financial information related to segment assets and other balance sheet data is not available and that information continues to be aggregated.

The following tables outline the net sales, cost of sales, gross profit, directly attributable selling expenses and operating income (loss) for the Company’s reportable segments for the three and six months ended June 30, 2023 and 2022, and also includes a reconciliation of consolidated income (loss) from operations. Other/Non-Allocable net sales and gross profit include bulk wine and grape sales, event fees, tasting fees, and non-wine retail sales. Other/Non-Allocable expenses include centralized corporate expenses not specific to an identified reporting segment. Sales figures are net of related excise taxes.

	Three Months Ended June 30,
	Wholesale				Direct to Consumer				Other/Non-Allocable				Total
(in thousands)	2023		2022		2023		2022		2023		2022		2023		2022
Net sales	$	9,882	$	9,423	$	6,937	$	7,494	$	899	$	1,165	$	17,718	$	18,082
Cost of sales	6,165		6,194		2,248		2,630		708		905		9,121		9,729
Gross profit	3,717		3,229		4,689		4,864		191		260		8,597		8,353
Operating expenses:
Sales and marketing	1,609		1,465		1,796		1,965		1,115		1,113		4,520		4,543
General and administrative	—		—		—		—		3,560		3,263		3,560		3,263
Total operating expenses	1,609		1,465		1,796		1,965		4,675		4,376		8,080		7,806
Net (gain) loss on disposal of property and equipment	—		—		—		—		(15)		107		(15)		107
Income (loss) from operations	$	2,108	$	1,764	$	2,893	$	2,899	$	(4,469)	$	(4,223)	$	532	$	440

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	Six Months Ended June 30,
	Wholesale				Direct to Consumer				Other/Non-Allocable				Total
(in thousands)	2023		2022		2023		2022		2023		2022		2023		2022
Net sales	$	18,202	$	20,973	$	12,884	$	13,721	$	1,853	$	2,011	$	32,939	$	36,705
Cost of sales	11,440		14,107		4,267		4,735		1,701		2,415		17,408		21,257
Gross profit (loss)	6,762		6,866		8,617		8,986		152		(404)		15,531		15,448
Operating expenses:
Sales and marketing	3,203		2,806		3,521		3,648		2,106		1,828		8,830		8,282
General and administrative	—		—		—		—		7,028		6,561		7,028		6,561
Total operating expenses	3,203		2,806		3,521		3,648		9,134		8,389		15,858		14,843
Net loss on disposal of property and equipment	—		—		—		—		34		127		34		127
Income (loss) from operations	$	3,559	$	4,060	$	5,096	$	5,338	$	(9,016)	$	(8,920)	$	(361)	$	478

12.Contingencies

Litigation

The Company and its subsidiaries may become parties to legal proceedings that are considered to be either ordinary, routine litigation incidental to their business or not significant to the Company’s consolidated financial position or liquidity. The Company does not believe that there is any pending litigation that could have a significant adverse impact on its consolidated financial position, liquidity or results of operations.

2017 Wildfires

In October 2017, significant wildfires impacted the Company’s operations and damaged its inventory. The Company has settled on several insurance claims since the time of the wildfires but anticipates additional settlements for insurance proceeds for amounts that cannot be reasonably estimated at this time.

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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)	2023		2022		2023		2022
Net income (loss)	$	546	$	318	$	(66)	$	161
Common shares:
Weighted-average number of common shares outstanding - basic	21,412		22,450		21,430		22,486
Dilutive effect of stock options outstanding	—		—		—		1
Weighted-average number of common shares outstanding - diluted	21,412		22,450		21,430		22,487
Earnings per share:
Basic	$	0.03	$	0.01	$	0.00	$	0.01
Diluted	$	0.03	$	0.01	$	0.00	$	0.01
Antidilutive stock options (1)	1,322		822		1,322		733

__________________________________________

(1) Amounts represent stock options that are excluded from the diluted earnings per share calculations because the options are antidilutive.

14.Subsequent Events

None.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Interim Operations. 

Statements included in this Quarterly Report on Form 10-Q (the “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 (“MD&A”) 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, 2022 as filed with the SEC (the “2022 Report”).

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, 2023.

Cautionary Statement for Forward-Looking Information

This MD&A 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 further collectively known as “we”, “Crimson”, “our”, “us”, or “the Company”, have been prepared in accordance with GAAP 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” in the 2022 Report. Readers should carefully review the risk factors described in the 2022 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 non-wine retail sales. 

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 and local regulations, the Company has increased its emphasis on 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 received from 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 it may have produced more of a particular varietal than can be used. 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-controlled vineyard-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.

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As of June 30, 2023, wine inventory included approximately 0.5 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 the 2022 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.

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 and plans 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 resilience and fire mitigation measures with plans to advance these initiatives through improvements of irrigation and water systems over the next several years.

Following a historic wildfire season across California, Oregon, and Washington in 2020, the 2021 and 2022 harvests were impacted by drought and heat resulting in lower yields than historical averages. Compounded with the losses on the 2020 vintage, the lower yields of the 2021 and 2022 vintages may cause upward pricing pressure on the bulk wine market in addition to increased costs for grapes produced by the Company. Depending on the wine, the production cycle from harvest to bottled sales is anywhere from one to three years. Lower harvest yields have also resulted in reduced bottled inventory and limited availability of select wines and vintages available for sale.

Inflation 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 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, it may not be able to completely offset increased costs through price increases on its products, negotiations with suppliers, cost reductions, or production improvements.

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Results of Operations

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

Net Sales

	Three Months Ended June 30,
(in thousands, except percentages)	2023		2022		Increase (Decrease)		% change
Wholesale	$	9,882	$	9,423	$	459	5%
Direct to Consumer	6,937		7,494		(557)		(7)%
Other	899		1,165		(266)		(23)%
Total net sales	$	17,718	$	18,082	$	(364)	(2)%

Wholesale net sales increased $0.5 million, or 5%, in the current quarter as compared to the same quarter in 2022, reflecting an increase in domestic wine sales of $1.2 million partially offset by a decrease in export wine sales of $0.7 million. The increase in domestic wine sales is primarily driven by timing of inventory fulfillment for the Company’s distributors and price increases in the current quarter compared to the prior year quarter. The decrease in export wine sales is primarily driven by reduced shipments to key markets.

Direct to Consumer net sales decreased $0.6 million, or 7%, in the current quarter as compared to the same quarter in 2022. The decrease was primarily driven by lower sales through the Ecommerce and tasting room channels, partially offset by higher sales through the wine clubs as compared to the same quarter in 2022. Ecommerce sales decreased in the current quarter due to softening demand in this channel when compared to the prior year quarter. Sales through the tasting rooms decreased in the current quarter due to lower visitations across the tasting rooms. Wine club sales increased in the current quarter due to price increases when compared to the prior year quarter.

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 23%, in the current quarter as compared to the same quarter in 2022. The decrease was primarily driven by lower sales of excess bulk wine and tasting and event fee revenues.

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Gross Profit

	Three Months Ended June 30,
(in thousands, except percentages)	2023			2022			Increase (Decrease)		% change
Wholesale	$	3,717		$	3,229		$	488	15%
Wholesale gross margin percentage	38		%	34		%
Direct to Consumer	4,689			4,864			(175)		(4)%
Direct to Consumer gross margin percentage	68		%	65		%
Other	191			260			(69)		(27)%
Total gross profit	$	8,597		$	8,353		$	244	3%
Total gross margin percentage	49		%	46		%

Wholesale gross profit increased $0.5 million, or 15%, in the current quarter as compared to the same quarter in 2022 primarily driven by the timing of inventory fulfillment for the Company’s distributors and price increases. Wholesale gross margin percentage, which is defined as wholesale gross profit as a percentage of wholesale net sales, increased 335 basis points primarily driven by price increases in the current quarter when compared to the same quarter in 2022.

Direct to Consumer gross profit decreased $0.2 million, or 4%, in the current quarter as compared to the same quarter in 2022 primarily driven by a reduction in Ecommerce and tasting room sales. Direct to Consumer gross margin percentage increased 269 basis points primarily driven by price increases as compared to the same quarter of 2022.

“Other” includes a gross profit on bulk wine and grape sales, custom winemaking services, event fees, tasting fees and non-wine retail sales. Other gross profit decreased $0.1 million, or 27%, in the current quarter as compared to the same quarter in 2022 and is primarily driven by lower tasting and event fee revenues in the current quarter.

Operating Expenses

	Three Months Ended June 30,
(in thousands, except percentages)	2023		2022		Increase (Decrease)		% change
Sales and marketing	$	4,520	$	4,543	$	(23)	(1)%
General and administrative	3,560		3,263		297		9%
Total operating expenses	$	8,080	$	7,806	$	274	4%

Sales and marketing expenses decreased slightly in the current quarter as compared to the same quarter in 2022 with various offsets across expense categories.

General and administrative expenses increased $0.3 million, or 9%, in the current quarter as compared to the same quarter in 2022 primarily attributable to higher compensation combined with inflationary price increases for professional services when compared to the same quarter in 2022.

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Other Income (Expense)

	Three Months Ended June 30,
(in thousands, except percentages)	2023		2022		Change		% change
Interest expense, net	$	(68)	$	(94)	$	26	28%
Other income, net	297		99		198		200%
Total other income, net	$	229	$	5	$	224	4,480%

Interest expense, net, decreased by less than $0.1 million, or 28%, in the current quarter compared to the same quarter in 2022. The decrease was primarily driven by lower interest expense on declining principal balances on the 2015 Term Loan and 2017 Term Loan.

Other income, net, increased $0.2 million, or 200%, in the current quarter compared to the same quarter in 2022 primarily driven by increased investment income correlated with a higher interest rate environment in the current quarter compared to the prior year quarter.

Income Tax Expense

The Company’s effective tax rates for the three months ended June 30, 2023 and 2022 were 28.2% and 28.9%, respectively. The difference in the effective tax rate for the three months ended June 30, 2023 as compared to the three months ended June 30, 2022 was primarily due to the difference between permanent adjustments across the two periods.

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Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

Net Sales

	Six Months Ended June 30,
(in thousands, except percentages)	2023		2022		Increase (Decrease)		% change
Wholesale	$	18,202	$	20,973	$	(2,771)	(13)%
Direct to Consumer	12,884		13,721		(837)		(6)%
Other	1,853		2,011		(158)		(8)%
Total net sales	$	32,939	$	36,705	$	(3,766)	(10)%

Wholesale net sales decreased $2.8 million, or 13%, in the current six month period as compared to the same period in 2022, reflecting a decrease in domestic wine sales of $1.8 million and export wine sales of $1.0 million. The decrease in domestic wine sales is primarily driven by timing of inventory fulfillment for the Company’s distributors and a significant reduction in close out sales, partially offset by price increases in the current period compared to the prior year period. The decrease in export wine sales is primarily driven by reduced shipments to key markets.

Direct to Consumer net sales decreased $0.8 million, or 6%, in the current six month period as compared to the same period in 2022. The decrease was primarily driven by lower sales through the Ecommerce and tasting room channels, partially offset by higher sales through the wine clubs as compared to the same period in 2022. Ecommerce sales decreased in the current period due to softening demand in this channel when compared to the prior year period. Sales through the tasting rooms decreased in the current period due to lower visitations across the tasting rooms with traffic in the first several months of the year hampered by severe weather conditions. Wine club sales increased in the current period due to price increases when compared to the prior year period.

Other net sales, which include bulk wine and grape sales, custom winemaking services, event fees, tasting fees and non-wine retail sales, decreased $0.2 million, or 8%, in the current six month period as compared to the same period in 2022. The decrease was primarily driven by lower sales of excess bulk wine partially offset by higher custom winemaking service revenues.

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Gross Profit

	Six Months Ended June 30,
(in thousands, except percentages)	2023			2022			Increase (Decrease)		% change
Wholesale	$	6,762		$	6,866		$	(104)	(2)%
Wholesale gross margin percentage	37		%	33		%
Direct to Consumer	8,617			8,986			(369)		(4)%
Direct to Consumer gross margin percentage	67		%	65		%
Other	152			(404)			556		138%
Total gross profit	$	15,531		$	15,448		$	83	1%
Total gross margin percentage	47		%	42		%

Wholesale gross profit decreased $0.1 million, or 2%, in the current six month period as compared to the same period in 2022 primarily driven by the timing of inventory fulfillment for the Company’s distributors, mostly offset by price increases. Wholesale gross margin percentage, which is defined as wholesale gross profit as a percentage of wholesale net sales, increased 441 basis points primarily driven by price increases and a significant reduction of close out sales in the current period when compared to the same period in 2022.

Direct to Consumer gross profit decreased $0.4 million, or 4%, in the current six month period as compared to the same period in 2022 primarily driven by a reduction in Ecommerce and tasting room sales. Direct to Consumer gross margin percentage increased 139 basis points primarily driven by price increases as compared to the same period of 2022.

“Other” includes a gross profit (loss) on bulk wine and grape sales, custom winemaking services, event fees, tasting fees and non-wine retail sales. Other gross profit increased $0.6 million, or 138%, in the current six month period as compared to the same period in 2022 and is primarily driven by lower inventory write-downs and increased profitability in custom winemaking services in the current period.

Operating Expenses

	Six Months Ended June 30,
(in thousands, except percentages)	2023		2022		Increase (Decrease)		% change
Sales and marketing	$	8,830	$	8,282	$	548	7%
General and administrative	7,028		6,561		467		7%
Total operating expenses	$	15,858	$	14,843	$	1,015	7%

Sales and marketing expenses increased $0.5 million, or 7%, in the current six month period as compared to the same period in 2022. The increase was primarily driven by higher compensation and travel expenses compared to the same period in 2022. Increased compensation is driven by filling positions that were previously vacant in the prior year period.

General and administrative expenses increased $0.5 million, or 7%, in the current six month period as compared to the same period in 2022 primarily attributable to higher compensation combined with inflationary price increases for professional services when compared to the same period in 2022.

23

Other Income (Expense)

	Six Months Ended June 30,
(in thousands, except percentages)	2023		2022		Change		% change
Interest expense, net	$	(327)	$	(377)	$	50	13%
Other income, net	597		126		471		374%
Total other income, net	$	270	$	(251)	$	521	208%

Interest expense, net, decreased by less than $0.1 million, or 13%, in the current six month period compared to the same period in 2022. The decrease was primarily driven by lower interest expense on declining principal balances on the 2015 Term Loan and 2017 Term Loan (each term as defined below).

Other income, net, increased $0.5 million, or 374%, in the current six month period compared to the same period in 2022 primarily driven by increased investment income correlated with a higher interest rate environment in the current period compared to the prior year period.

Income Tax (Benefit) Expense

The Company’s effective tax rates for the six months ended June 30, 2023 and 2022 were 27.4% and 29.1%, respectively. The difference in the effective tax rate for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022 was primarily due to the difference between permanent adjustments across the two periods.

24

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. 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 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.

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. Refer to the Company’s Current Report on Form 8-K as filed with the SEC on June 16, 2023 for additional information.

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, FLCA (“Lender”) 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, 2023, $11.2 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 (the “DCV Borrower” and, individually and 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 the Lender 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, 2023, $7.1 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 debt service 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, 2023.

25

Consolidated Statements of Cash Flows

The following table summarizes the Company’s cash flow activities for the six months ended June 30, 2023 and 2022 (in thousands):

Net cash provided by (used in):	2023		2022
Operating activities	$	1,775	$	6,210
Investing activities	(10,808)		1,840
Financing activities	(1,168)		(1,586)

Cash provided by operating activities

Net cash provided by operating activities was $1.8 million for the six months ended June 30, 2023, consisting primarily of $0.1 million of net loss adjusted for $4.5 million of non-cash items and $2.6 million net cash outflow related to changes in operating assets and liabilities. Adjustments for non-cash items primarily consist of depreciation, amortization, and loss on the write-down of inventory. The change in operating assets and liabilities was primarily due to a decrease in accounts payable and accrued liabilities and increase in inventory and other non-current assets, partially offset by a decrease in accounts receivable and other current assets and an increase in customer deposits. The decrease in cash provided by operating activities in the current period as compared to the same period in 2022 was primarily due to lower net sales and and timing of increased bottling activities and related spend in the current period.

Net cash provided by operating activities was $6.2 million for the six months ended June 30, 2022, consisting primarily of $0.2 million of net income adjusted for $4.9 million of non-cash items and $1.1 million net cash inflow related to changes in operating assets and liabilities. Adjustments for non-cash items primarily consist of depreciation, loss on the write-down of inventory, and amortization. The change in operating assets and liabilities was primarily due to a decrease in inventory and accounts receivable and increase in customer deposits and other payables, partially offset by a decrease in accounts payable and accrued liabilities and increase in other current assets.

Cash (used in) provided by investing activities

Net cash used in investing activities was $10.8 million for the six months ended June 30, 2023, consisting primarily of the net purchases of available for sale investments of $7.4 million and capital expenditures of $3.4 million. The Company increased its purchases of available for sale investments in order to further diversify its available cash investments and capitalize on market rates.

Net cash provided by investing activities was $1.8 million for the six months ended June 30, 2022, consisting primarily of the net redemptions of available for sale investments of $3.5 million, partially offset by capital expenditures of $1.7 million.

Cash used in financing activities

Net cash used in financing activities was $1.2 million for the six months ended June 30, 2023, consisting of the repurchase of shares of the Company’s common stock at an aggregate purchase price of $0.6 million and the principal payments on the 2015 and 2017 Term Loans of $0.6 million.

Net cash used in financing activities was $1.6 million for the six months ended June 30, 2022, consisting of the repurchase of shares of the Company’s common stock at an aggregate purchase price of $1.0 million and the principal payments on the 2015 and 2017 Term Loans of $0.6 million.

Share Repurchases

In 2022, the Company repurchased a total of 1,075,973 shares of its common stock at an average purchase price of $6.48 per share for an aggregate purchase price of $7.0 million. The Company’s repurchase was funded through cash on hand, and the shares were retired.

26

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. During the six months ended June 30, 2023, the Company repurchased 90,556 shares of its common stock at an average purchase price of $6.58 per share for an aggregate purchase price of $0.6 million. The Company’s repurchase was funded through cash on hand, and the shares were retired.

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 2022 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, 2023. 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, 2023.

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, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

27

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” in the 2022 Report, which could materially affect its business, results of operations or financial condition. The risks described in the 2022 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.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

Share repurchase activity under the Company’s share repurchase program on a trade date basis, for the three months ended June 30, 2023 was as follows:

Fiscal Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans1	Maximum Number of Shares that May Yet Be Purchased Under Publicly Announced Plans1
April 1-30, 2023	17,331	$	6.28	17,831	1,982,169
May 1-31, 2023	26,578	$	6.60	44,409	1,955,591
June 1-30, 2023	46,147	$	6.69	90,556	1,909,444
Total	90,056

1On March 16, 2023, the Company announced that the Board of Directors authorized a share repurchase program pursuant to which the Company may repurchase up to an aggregate of 2,000,000 shares of the Company’s outstanding common stock.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

28

Item 6. Exhibits.

2.1	Separation Agreement, dated February 1, 2013, between Crimson Wine Group, Ltd. and Leucadia National Corporation (incorporated by reference to Exhibit 2.1 to Form 8-K filed on February 25, 2013).
3.1	Amended and Restated Certificate of Incorporation of Crimson Wine Group, Ltd. (incorporated by reference to Exhibit 3.1 to Form 8-K filed on February 25, 2013).
3.2	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Crimson Wine Group, Ltd. (incorporated by reference to Exhibit 3.1 to Form 8-K filed on July 31, 2023).
3.3	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on February 25, 2013).
10.1	Fourth Amendment to Credit Agreement, dated May 31, 2023, by and among Crimson Wine Group, Ltd., Pine Ridge Winery, LLC, Chamisal Vineyards, LLC, Double Canyon Vineyards, LLC and American AgCredit, FLCA (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 5, 2023).
10.2	Fifth Amendment to Credit Agreement, dated June 15, 2023, by and among Crimson Wine Group, Ltd., Pine Ridge Winery, LLC, Chamisal Vineyards, LLC, Double Canyon Vineyards, LLC and American AgCredit, FLCA (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 16, 2023).
10.3*	Separation Agreement, dated August 2, 2023, between Crimson Wine Group, Ltd. and Karen Diepholz.
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	Unaudited financial statements from the Quarterly Report on Form 10-Q of Crimson Wine Group, Ltd. for the quarter ended June 30, 2023, formatted in Inline Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Comprehensive Income (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Unaudited Interim Condensed Consolidated Financial Statements.
104*	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL (included as Exhibit 101).
* Filed herewith.
** Furnished herewith.

29

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 9, 2023	By:	/s/ Kimberly A. Benson
			Kimberly A. Benson
			Interim Chief Financial Officer

30

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Jennifer L. Locke, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Crimson Wine Group, Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

(a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)     Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	August 9, 2023	By: /s/ Jennifer L. Locke
		Jennifer L. Locke
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Kimberly A. Benson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Crimson Wine Group, Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	August 9, 2023	By: /s/ Kimberly A. Benson
		Kimberly A. Benson
		Interim Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Jennifer L. Locke, as Chief Executive Officer of Crimson Wine Group, Ltd. (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2023 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 9, 2023	By:   /s/ Jennifer L. Locke
		Jennifer L. Locke
		Chief Executive Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure statement.

EX-32.2

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Kimberly A. Benson, as interim Chief Financial Officer of Crimson Wine Group, Ltd. (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2023 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 9, 2023	By:  /s/ Kimberly A. Benson
		Kimberly A. Benson
		Interim Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure statement.

EX-10.3

4868-9983-2940 Page 1 of 11 SEPARATION AGREEMENT This Separation Agreement (“Agreement”) dated as of the last date set forth on the signature page hereof but effective as of the Effective Date defined in Paragraph 24, is made and entered into between Crimson Wine Group, Ltd., a Delaware corporation, on behalf of itself, its parent and its subsidiaries, (collectively the “Company”), and Karen Diepholz (“Employee”). The Company and Employee may be referred to collectively herein as the “Parties.” RECITALS AND ACKNOWLEDGMENTS A. Employee was employed by the Company in the position of Chief Financial Officer and was employed pursuant a Letter Agreement dated May 31, 2018, including the Termination and Severance Agreement attached thereto (the “Letter Agreement”). B. The Parties have mutually agreed to separate and for you to resign from your employment with the Company effective July 19, 2023 (the “Departure Date”). C. In acknowledgement and appreciation for Employee’s long service to the Company, in satisfaction of the severance provisions of the Letter Agreement, and in consideration of Employee’s releases and other agreements set forth in this Agreement, the Company has agreed to pay to Employee the severance payments and benefits as described in this Agreement. D. With the exception of the Severance (as defined below), Employee acknowledges the receipt of all wages, salary, bonuses, benefits, vacation/PTO pay, expense reimbursement or any other monies owed by Company to Employee and acknowledges Employee is not entitled to any additional future compensation from the Company. E. Employee and the Company agree that they have voluntarily and knowingly entered into this Agreement. NOW, THEREFORE, IN RELIANCE OF THE ABOVE RECITALS AND IN CONSIDERATION of the promises, covenants and agreements contained herein, Employee and the Company hereby agree as follows: TERMS OF SEVERANCE 1. Company Announcement; Public Statements. Effective as of the Departure Date, you will no longer serve as the Chief Financial Officer or in any other positions you hold with the Company. You further agree to sign any additional documentation the Company requires to give effect to such cessation of employment. The Company has disclosed Employee’s departure in a Form 8-K that was filed on July 20, 2023 and will file an additional Form 8-K to disclose this Agreement within four (4) business days after this Agreement is signed by both Employee and the Company and will make such other disclosures as may be required by applicable law including federal securities laws. Employee and the Company agree that any public statements from either Employee or the Company related to the separation of Employee’s employment from the Company or this Agreement will be consistent with the disclosures in the above- described Form 8-K and other public disclosures required by applicable law. 2. Severance. In consideration of Employee’s covenants and releases set forth in this Agreement and provided that Employee signs and does not revoke this Agreement, and subject to Employee’s compliance with the other terms and conditions of this Agreement, the Company will pay or provide to Employee the following as severance benefits (the “Severance”): a. Severance Payments. The Company shall pay Employee an amount equal to the sum of (i) twelve (12) months of Employee’s regular base salary in effect on the Departure Date DocuSign Envelope ID: 270F6498-0293-45BC-984C-F29353F50274

4868-9983-2940 Page 2 of 11 (which is a gross amount of $325,992), minus (ii) the Required Deductions (as defined below) (collectively, the “Severance Amount”), in accordance with the Company’s regular payroll processes. Company shall pay the Severance Amount to Employee in equal installment payments beginning on the first regularly scheduled payroll date (the “Severance Commencement Date”) following the Effective Date, and continuing until the Severance Amount is paid in full. b. COBRA Payment; Outplacement Assistance. An additional lump sum payment equal to $10,332.16 minus the Required Deductions, which is intended to represent approximately six (6) months of what is charged to COBRA qualified beneficiaries for the same medical coverage options elected by Employee immediately prior to Employee’s Departure Date and reimburse Employee for a portion of expenses related to prospective executive outplacement assistance (“Additional Payment”), which Additional Payment will also be paid during the first regularly scheduled payroll following the Effective Date. For the avoidance of doubt, if Employee is eligible to elect, and timely elects COBRA, Employee is responsible for paying Employee’s own COBRA premiums, on an after-tax basis (and Employee may, if Employee so chooses, use these Additional Payments to pay for such COBRA coverage). Employee understands that (i) the Severance is more than what is provided for in the Letter Agreement and is an additional benefit for which Employee is not eligible unless Employee elects to sign this Agreement, and (ii) Employee will forfeit the Severance if she does not sign or she signs and revokes the Agreement within the revocation period. To the extent required by Section 409A (as defined in Paragraph 26, below) the Departure Date is the date of Employee’s “Separation from Service” as defined in Treasury Regulation Section 1.409A-1(h) (applying the default rules of Treasury Regulation Section 1 .409A-1(h)). 3. Acknowledgement. Employee affirms and warrants that Employee has appropriately received all compensation, wages, expense reimbursements, bonuses, incentive compensation, vacation pay, PTO, sick pay, benefits and other payments to which Employee was entitled (hereinafter “Monies”), including, but not limited to, those under the Fair Labor Standards Act and any other federal, state, or local wage and hour law, regulation or ordinance. Except for the Severance set forth in Paragraph 2, Employee expressly acknowledges and agrees that the Company does not now owe and will not in the future owe Employee any additional Monies of any kind whatsoever. Employee further affirms and warrants that Employee has appropriately received any leave (paid and unpaid) to which Employee entitled, including, but not limited to, leave under the Family and Medical Leave Act and any other federal, state, or local leave or disability accommodation law, regulation or ordinance. 4. Required Deductions. The Company shall deduct any federal and state withholding taxes, Social Security (FICA) withholding, Medicare, any deductions requested by Employee, and any other amounts required by applicable law from any payments made by the Company to Employee pursuant to this Agreement (collectively the “Required Deductions”). 5. Company’s Obligations Contingent Upon Employee Compliance. The Company’s obligation to pay the Severance and any other obligations Of the Company under this Agreement are contingent upon Employee’s compliance with all of the terms, conditions and covenants of Employee provided in this Agreement. 6. Employee’s Address. All payments made to Employee pursuant to this Agreement will be made by mail to Employee at the last known address of Employee that Company has on record. Employee is responsible to notify the Company of any change in Employee’s address. RELEASE OF CLAIMS 7. Employee’s General Release of Releasees. In exchange and consideration for the Company’s payment of the Severance, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and with the intent of binding Employee and Employee’s successors, DocuSign Envelope ID: 270F6498-0293-45BC-984C-F29353F50274

4868-9983-2940 Page 3 of 11 dependents, heirs, and assigns, effective as of the date Employee executes this Agreement, Employee hereby covenants not to sue and releases and discharges the Company, including the Company’s parent entities, subsidiaries, affiliates, and their respective present or former officers, directors, members, managers, shareholders, partners, trustees, supervisors, employees, attorneys, consultants, receivers, insurers, agents and representatives and their respective heirs, predecessors, successors, and assigns, (collectively the “Releasees”) from any and all rights, claims, demands, actions, causes of action, judgments, costs, expenses, and liabilities of any kind or nature whatsoever in law, equity or otherwise, whether known or unknown, suspected or unsuspected, which existed or may have existed or which do exist, including but not limited to those which may be based in whole or in part on, or may arise from or may be related to or concerning (a) Employee’s Letter Agreement, (b) Employee’s employment with the Company, (c) the termination of Employee’s employment with the Company, and (d) any actions or omissions by any of the Releasees prior to the date this Agreement is executed by Employee, including but not limited to the following: a. Any claim by Employee for employment discrimination or harassment, whether on the basis of race, age, sex, national origin, religion, sexual orientation, marital status, veterans status, disability, medical condition, union membership, or any other protected basis, retaliation or wrongdoing of any kind, including but not limited to claims arising under Title of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Age Discrimination in Employment Act, the Equal Pay Act, the Americans with Disabilities Act, the Employee Retirement and Income Security Act, the Worker Adjustment and Retraining Notification Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act, the Genetic Information Non-Discrimination Act, the Lilly Ledbetter Fair Pay Act of2009, the Fair Credit Reporting Act, the False Claims Act. the Sarbanes-Oxley Act. the Uniformed Services Employment and Reemployment Rights Act, the Occupational Safety and Health Act, the California Fair Employment and Housing Act, the California Labor Code, the California Constitution, the California Family Rights Act, the California Business and Professions Code, or any Other federal state or local law; b. Any claim in tort that Releasees negligently, intentionally, maliciously, or wantonly caused damage to Employee, including but not limited to slander, defamation, or invasion of privacy; c. Any claim under federal, state, or local law that Releasees inflicted emotional distress either intentionally or negligently on Employee; d. Any claim under federal, State, or local law against any of the Releasees sounding in contract, oral or written (including but not limited to the Letter Agreement), express or implied, or any other agreement or promise; e. Any claim under federal, state, or local law that Releasees engaged in any unfair business practices, including under the California Business and Professions Code; f. Any claim that the Releasees owe any sort of compensation, money or any other employment benefit to Employee, (including wages, bonus, incentive compensation, commissions, accrued vacation pay, sick leave, holiday pay, meal/rest periods, severance pay, overtime, penalties, any wage and/or hour violation), or claim to entitlement under any leave laws, health or medical insurance, pension or retirement benefits, or any other employment benefits, including any claims under the Fair Labor Standards Act, the California Labor Code, the Family Medical Leave Act or the California Family Rights Act; and g. Any claim in tort or under federal, state, or local law that Employee was wrongfully or constructively discharged from Employee’s employment at the Company. DocuSign Envelope ID: 270F6498-0293-45BC-984C-F29353F50274

4868-9983-2940 Page 4 of 11 8. Employee Waiver of California Civil Code Section 1542. Except for the Severance and other obligations of the Company under this Agreement, Employee expressly waives and relinquishes any and all rights and benefits afforded to Employee by Section 1542 of the Civil Code of the State of California (“Section 1542”), and does so understanding and acknowledging the significance of such specific waiver of Section 1542. Section 1542 states as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” Employee hereby expressly waives and relinquishes all rights and benefits under Section 1542 and any law or legal principle of similar effect in any jurisdiction with respect to the releases granted in this Agreement. Notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of the Releasees, Employee expressly acknowledges that this Agreement and the general release set forth in Paragraph 7 are intended to, and do, include and discharge all claims which Employee does not know or suspect to exist as of the date Employee signs this Agreement. Furthermore, Employee acknowledges that Employee consciously intends these consequences even as to claims for damages that may exist, and which, if known, would materially affect Employee’s decision to execute this waiver and release, regardless of whether Employee’s lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause. Employee further agrees that the Company may introduce this Agreement as evidence in any subsequent proceeding as an affirmative bar to such a proceeding or to enforce the specific provisions contained herein. 9. Release of Claims for Attorney’s Fees. Except as stated in this Agreement, Employee understands and agrees that Employee is releasing and giving up any claims for attorney’s fees and costs. 10. No Release for Certain Events. Employee understands that Employee is not releasing or giving up any claims for any events or actions that happen after the date Employee executes this Agreement. In addition, this Agreement does not release, and nothing in this Agreement shall be construed to release, (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, the California Civil Rights Department, the Occupational Safety and Health Administration, and the Securities and Exchange Commission (“SEC”) or other similar federal or state administrative agencies, although the Employee waives any right to monetary relief related to such a charge or administrative complaint; provided, however, that nothing herein shall be construed to waive or limit Employee’s ability to receive any bounty or award for information provided to the SEC concerning suspected violations of law; (B) claims to unemployment or other rights which cannot be waived by law; (C) any rights to vested benefits, such as pension or retirement benefits, the rights to which are governed by the terms of the applicable plan documents and award agreements; and (D) any rights to indemnity for acts taken by Employee in her capacity as an officer of the Company including any rights to coverage under any applicable policy. 11. Confirmation. Subject to the exceptions stated in Paragraphs 11 and 13, Employee represents and warrants that Employee is not aware, to the best of Employee’s knowledge, of any conduct on Employee’s part or on the part of another Company employee that violated the law or otherwise exposed the Company to any liability, whether criminal or civil, whether to any government, individual or other entity, and that Employee is not aware of any material violations by the Company and/or its employees, officers, directors and agents of any statute, regulation or other rules that have not been addressed by Company through appropriate compliance and/or corrective action. Further, Employee represents and warrants that Employee has not suffered any sexual harassment or sexual abuse in connection with Employee’s employment by the Company, or by any officer, manager, employee, agent, customer or supplier of the Company; that Employee is not currently aware of any facts or circumstances that would give rise to a sexual harassment or sexual abuse claim against the Company and/or any of the Releasees; DocuSign Envelope ID: 270F6498-0293-45BC-984C-F29353F50274

4868-9983-2940 Page 5 of 11 and that this Agreement and the Severance are not a settlement or payment related to a harassment, discrimination, retaliation or sexual abuse claim. 12. Permitted Disclosures. Employee is hereby advised and, by Employee’s signature below, Employee acknowledges that nothing in this Agreement or in any agreement between Employee and the Company prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful. Additionally, nothing in this Agreement or any agreement between Employee and the Company prohibits or limits Employee (or Employee’s attorney) from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before the Securities and Exchange Commission, the Department of Justice, the Financial Industry Regulatory Authority, Inc., or any other self-regulatory, governmental, law enforcement, or regulatory authority regarding this Agreement and its underlying facts and circumstances, or from any reporting of, investigating into, or assisting with any proceeding regarding suspected violations of law, and that Employee is not required to advise or seek permission from the Company before engaging in any such activity, Employee further recognizes that, in connection with any such activity, Employee must inform such authority of the confidential nature of any confidential information that Employee provides, provided, further, that Employee is not permitted to reveal any information that is protected by the attorney-client privilege or attorney-work product protection or any other privilege belonging to the Company. Furthermore, nothing contained in this Agreement is intended to prohibit or restrict Employee in any way from making any disclosure of information required by law. Additionally, Employee understands and acknowledges that Employee is hereby notified that, under the Defend Trade Secrets Act (specifically, 18 USC 51833), Employee cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (b) solely for the purpose of reporting or investigating a suspected violation of law. Employee also understands that Employee may not be held so liable for disclosures made in a complaint or other document filed in a lawsuit or other proceeding, if that filing is made under seal. 13. Employee Representations. Employee represents, covenants and states to the Company of the date Employee signs this Agreement that (a) Employee has not filed any claims, complaints, charges or lawsuits against any of the Releasees with any governmental agency or state or federal court, (b) the Company’s provision of any of the Severance is not required by any of the Company’s policies or procedures or by any act or omission by any Releasee and is an additional benefit for which Employee is not eligible unless Employee elects to sign this Agreement, and (c) Company is not indebted or obligated to Employee in any amount for any reason, including any fringe benefits or other forms of compensation, other than for the Severance assuming Employee signs and complies with the terms of this Agreement. Employee agrees and promises, to the extent permitted by law and subject to the provisions of Paragraphs 11 and 13, never to file a lawsuit or complaint with any federal or state court making any claims that are released in this Agreement. If Employee violates this promise and files a complaint, claim, or lawsuit making a claim released in this Agreement, Company shall not be obligated to pay any of the Severance and Employee agrees to pay all of Company’s attorney’s fees and expenses spent defending against such lawsuit or claim. CONFIDENTIALITY, NON-SOLICITATION, MUTUAL NON-DISPARAGEMENT AND OTHER COVENANTS 14. Disclosures Concerning Severance Agreement. Subject to the exceptions stated in Paragraphs 11 and 13, Employee agrees to keep the Severance confidential and not make any public statement about, nor disclose it to any third party, unless necessary to implement or enforce its terms, or to seek or legal advice regarding this Agreement. Employee will not disclose information about the Severance to Employee’s spouse or Employee’s financial, tax and legal advisors, until they have first been advised of this confidentiality provision. Specifically, Employee will not disclose any information about the Severance DocuSign Envelope ID: 270F6498-0293-45BC-984C-F29353F50274

4868-9983-2940 Page 6 of 11 made pursuant to this Agreement, to any current or former employee of the Company. In the event that Employee’s attorney, financial or tax advisor, or spouse engages in conduct that would breach this paragraph, such conduct shall constitute a breach of this paragraph just as if Employee had engaged in such conduct. Employee understands and agrees that any disclosures in violation of this paragraph shall constitute and be treated as a material breach of this Agreement. If lawfully subpoenaed by a court of this jurisdiction, Employee agrees to provide the Company written notice of such a subpoena within five (5) days of receipt. 15. Mutual Non-Disparagement; Social Media. To the fullest extent permitted by law, and subject to the exceptions stated in Paragraphs 11 and 13, Employee agrees that, from and after the date Employee signs this Agreement, Employee will not publish, or disseminate information, whether oral or written (which includes, but is not limited to, statements made directly, indirectly, or through any third person on or through any online, social media, electronic, digital, or other media), that is defamatory (meaning maliciously untrue or made with knowledge of or reckless disregard to its falsity) in any manner to any Releasee or its business. In addition, within five (5) business days of the Departure Date, Employee agrees to update Employee’s profile on social media websites (such as LinkedIn) to reflect that Employee is no longer an employee of the Company. The Parties understand and agree that any disclosures in violation of this Paragraph 15 shall constitute and be treated as a material breach of this Agreement. The Company in turn agrees that it will not publish, or disseminate information, whether oral or written (which includes, but is not limited to, statements made directly, indirectly, or through any third person on or through any online, social media, electronic, digital, or other media), that is defamatory (meaning maliciously untrue or made with knowledge of or reckless disregard to its falsity) in any manner to Employee. For clarity and avoidance of doubt, Employee acknowledges that the Company is only able to control official Company releases or social media sites and is not responsible for statements made by any employees or representatives of the Company or third-parties when not speaking in their authorized capacities for the Company. 16. Non-Solicitation. Employee shall not, either for Employee’s own account or for any other person or entity, use any of the Company’s trade secrets to solicit, induce or encourage any Company employee to leave his or her employment, or knowingly induce or knowingly attempt to induce any such employee to terminate or breach his or her employment agreement with the Company, if any. RETURN OF EMPLOYER PROPERTY AND PROPRIETARY INFORMATION 17. Confidentiality: Return of Company Property. Employee has turned over to the Company any and all the Company’s equipment, cellular telephones, iPhone/blackberry, tablets, laptop computers, hand-held electronic devices, files, documents, and other materials which were given to Employee by the Company for Employee’s use during Employee’s employment or which are otherwise in Employee’s possession, custody or control on the Departure Date, including, without limitation, all corporate credit cards, employee identification badges, and all building keys and access cards, in each case, in the same condition as such materials were in when given to Employee by the Company (normal wear and tear excepted). Employee will also return any Proprietary Information (as that term is defined herein). Employee shall have no right to retain any copies of any material qualifying as Proprietary Information for any reason whatsoever after the Departure Date without the express written consent of the Company. 18. Definition of Proprietary Information. For purposes of this Agreement, “Proprietary Information” shall include, but shall not be limited to, the following: (i) identity of clients, customers, suppliers, retailers, distributors or investors in, of or to the Company or potential clients, customers, suppliers, retailers, distributors or investors in, of or to the Company; (ii) any written, typed or printed lists or other materials identifying the clients, customers, suppliers, retailers, distributors or investors in, of or to the Company, or potential clients, customers, suppliers, retailers, distributors or investors in, of or to the Company; (iii) any Company financial information, including without limitation, any payroll, accounting, employee benefits and related human resources information (other than Employee’s own personal DocuSign Envelope ID: 270F6498-0293-45BC-984C-F29353F50274

4868-9983-2940 Page 7 of 11 personnel and payroll information); (iv) any and all data or information involving the formulas, ingredients, processes, techniques, programs, methods, suppliers or contacts employed by the Company in the conduct of its business; (v) any lists, documents, manuals, records, forms or other materials used by the Company in the conduct of its business; (vi) any descriptive materials describing the processes, methods or procedures employed by the Company in the conduct of its business; (vii) any processes for or involving any of the Company’s products or contemplated or proposed products; and (viii) any other secret or confidential information or material concerning the Company’s business, affairs or products. The terms “list,” “document,” or their equivalent as used in this Paragraph 18, are not limited to a physical writing or compilation, but also include any and all information whatsoever regarding the subject matter of the “list” or “document,” whether or not such compilation has been reduced to writing. 19. Treatment of Proprietary Information. It is understood and agreed that, in the course of Employee’s employment, Employee has received, dealt with, and had access to the Company’s confidential and Proprietary Information. Employee recognizes and acknowledges that the Proprietary Information of the Company is a valuable and unique asset of the Company. The Employee agrees that, subject to the exceptions stated in Paragraphs 11 and 13, Employee has not, in any fashion, form or manner, directly or indirectly, retained, made copies of, divulged, disclosed or communicated to any person, firm, company, partnership, corporation or business organization or entity, in any manner whatsoever, except when it was necessary or required in the normal course of the Employee’s employment and for the benefit of the Company, or with the express prior written consent of the Company, any of the Company’s Proprietary Information or any information of any kind, nature or description whatsoever concerning or relating to any of its Proprietary Information. Employee also agrees that, subject to the exceptions stated in Paragraphs 11 and 13, Employee shall not, during or at any time after Employee’s Departure Date, disclose any Proprietary Information, or any part thereof, to any person, firm, company, partnership, corporation or business organization or entity for any reason or purpose whatsoever, without the express and prior written permission of the Company, or use the Proprietary Information for Employee’s own commercial purposes, or for the commercial purposes of an employer or a company in which the Employee has or shares an ownership or beneficial interest, now or in the future. REMEDIES 20. To the extent Employee breaches any provisions of this Agreement, including the covenants and agreements set forth in Paragraphs 15 through 20, the Company shall have no further obligation to pay the Severance to Employee pursuant to this Agreement. In addition, the Employee agrees that violations of the obligations created by Paragraphs 15 through 20 may cause irreparable harm to the Company. THE PARTIES THEREFORE AGREE THAT, IN THE EVENT THAT EMPLOYEE VIOLATES ANY OF HER OBLIGATIONS UNDER PARAGRAPHS 15 THROUGH 20, THE COMPANY WILL BE ENTITLED TO OBTAIN INJUNCTIVE RELIEF TO ENJOIN SUCH ACTION AND/OR SEEK DAMAGES. NO ADMISSION OF WRONGDOING 21. Employee acknowledges that neither this Agreement nor anything contained herein shall be admissible in any proceeding as evidence of or an admission by the Company of any wrongdoing or violation of its policies and procedures, or of any law or regulation. Further, by making this Agreement, the Company does not admit, and specifically denies, any fault, liability, or wrongdoing. Notwithstanding the foregoing, this Agreement may be introduced into a proceeding solely for the purpose of enforcing this Agreement. ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA; PERIOD FOR REVIEW AND REVOCATION 22. Employee acknowledges that Employee is waiving and releasing any rights Employee may have under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”) and that this waiver DocuSign Envelope ID: 270F6498-0293-45BC-984C-F29353F50274

4868-9983-2940 Page 8 of 11 and release is knowing and voluntary. Employee agrees that this waiver and release does not apply to any claims or rights that may arise under the ADEA after the date Employee signs this Agreement. Employee acknowledges that Employee has been encouraged and advised by this writing that Employee should consult with an attorney before signing this Agreement and the releases contained herein. Employee understands that it is Employee’s decision whether or not Employee consults with an attorney. Employee acknowledges and represents that Employee has received all advice Employee deems necessary concerning this Agreement. 23. To satisfy the requirements of the Older Workers Benefit Protection Act (“OWBPA”), Employee understands and agrees that Employee has a period of twenty-one (21) days aner receiving this Agreement to review and consider it before signing it. Employee understands that Employee may use as much of this twenty-one (21) day period as Employee wishes before signing this Agreement. If Employee signs this Agreement before the end of this twenty-one (21) day period, Employee waives any rights under the ADEA and the OWBPA to twenty-one (21) days to consider the terms of this Agreement. The Company and Employee also agree that any changes made to the Agreement, whether material or immaterial, do not restart the running of the twenty-one (21) day period. 24. Employee may revoke this Agreement within seven (7) days after Employee signs it by giving notice in writing to the Company at: Crimson Wine Group, 5901 Silverado Trail, Napa, California 94558, Attn: Human Resources Director. If Employee revokes this Agreement within seven (7) days, it will not be effective or enforceable and Employee will not receive the Severance. This Agreement shall not become effective or enforceable until the revocation period has expired, which date of expiration shall be the “Effective Date” of this Agreement. In the event there is a dispute as to whether appropriate notice was timely received, all payments due under this Agreement will be stayed until that dispute is resolved, and it is determined that the notice was not timely received such that the Agreement was not revoked. SECTION 409A 25. This Agreement is intended to comply with Section 409A of the Internal Revenue Code (the “Code”) (“Section 409.4”), or an exemption thereto and shall be construed and administered in accordance with Section 409A. If Employee is a “Specified Employee” of the Company for purposes of Section 409A at the time her Separation from Service, and if no exception from Section 409A applies in whole or in part, Severance or any other payments due pursuant to this Agreement will be made to Employee by the Company on the first day of the seventh month following the date of the Employee’s Separation from Service (the “409A Payment Date”). Should this Paragraph 25 result in a delay of payments to Employee, the Company will begin to make the payments as described in this Paragraph 25, provided that any amounts that would have been payable earlier but for the application of this Paragraph 25, will be paid in lump-sums on the 409A Payment Date(s). For purposes of this provision, the term Specified Employee has the meaning in Section 409A(a)(2)(B)(i) of the Code, or any successor provision and the issued treasury regulations and rulings. 26. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that comply with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, as a short-term deferral, or as a settlement payment pursuant to a bona fide legal dispute, shall be excluded from Section 409A to the maximum extent possible. For purposes of Treasury Regulation Section each installment payment provided under Paragraph 2 of this Agreement shall each be treated as a separate payment. To the extent required under Section 409A, any payments to be made under this Agreement upon a termination of employment shall only be made upon a “Separation from Service.” Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A. Neither the time nor schedule DocuSign Envelope ID: 270F6498-0293-45BC-984C-F29353F50274

4868-9983-2940 Page 9 of 11 of any payment under this Agreement may be accelerated or subject to further deferral except as permitted by Section 409A and the applicable regulations. Employee does not any right to make any election regarding the time or form of any payment due under this Agreement. MISCELLANEOUS 27. Entire Agreement. This Agreement constitutes and contains the entire agreement and understanding between the Parties and supersedes all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matter hereof. The Company has made no promises to Employee other than those contained in this Agreement. This Agreement may not be modified, or any waived, except by a signed written agreement of the affected parties. Notwithstanding the foregoing, the continuing obligations contained in any confidential information and/or privacy agreement, shall remain in full force and effect whether or not Employee executes this Agreement. 28. No Presumption against the Drafter. Employee agrees that this Agreement has been negotiated and that no provision contained herein shall be interpreted against any party because that party drafted the provision. 29. Choice of Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of California, without regard to principles of conflict of laws. Any action at law, suit in equity, or other judicial proceedings related to any provision of this Agreement shall be instituted only in court with venue in the State of California. The Parties hereby submit to the personal jurisdiction of the State of California courts for the purpose of this Agreement. 30. No Assignment. Employee represents and agrees that Employee has not heretofore assigned or transferred, or purported to have assigned or transferred, to any person whomsoever, any claim or portion thereof or interest therein, and Employee agrees to indemnify, defend and hold harmless each and all of the Releasees against any and all claims based on, arising out of, or in connection with any such transfer or assignment, or purported transfer or assignment, of any claims or any portion thereof or interest therein. 31. Binding. This Agreement shall be binding upon Employee and Employee’s heirs, representatives, executors, administrators, successors and assigns, and shall inure to the benefit of each and all of the Releasees, and to their heirs, representatives, executors, administrators, successors and assigns. 32. Capacity. Each of the individuals or entities signing this Agreement represent and warrant to the others that he, she, or it has the right, power, and authority to sign this Agreement on his or her behalf, or on behalf of the Company or other business entity for which he or she has signed, as the case may be, and to sign all other documents and perform all other acts as may be necessary in relation to this Agreement. Employee further represents and warrants that in negotiating and executing this Agreement, Employee is not, and has not been, under the influence of any drugs, medications or other substances which might in any way impair Employee’s judgment or ability to understand the terms of this Agreement. 33. Further Documents and Acts. Each of the parties will cooperate in good faith with each other, and execute and deliver such further documents and perform such other acts as may be reasonably necessary or appropriate to consummate and carry into effect the transactions contemplated by this Agreement. 34. No Reliance. Employee represents and acknowledges that in executing this Agreement Employee does not rely upon, and has not relied upon, any representation or statement not set forth herein made by any Releasee or by their agents, representatives, or attorneys with regard to the subject matter, basis or effect of this Agreement or otherwise. DocuSign Envelope ID: 270F6498-0293-45BC-984C-F29353F50274

4868-9983-2940 Page 10 of 11 35. Bear Own Fees and Costs. Each of the Parties will pay his, her, or its own attorneys’ fees, costs and expenses, if any, relative to the negotiation and preparation of this Agreement. 36. Cooperation. In the event that the Company or any of its affiliates becomes involved in any civil or criminal litigation, administrative proceeding or governmental investigation, Employee shall, upon request, provide reasonable cooperation and assistance to the Company, including without limitation, furnishing relevant information, attending meetings, and providing statements and testimony. The Company will reimburse Employee for all reasonable and necessary expenses Employee incurs in complying with this paragraph. If necessary for any employer of Employee, the Company will provide Employee with a proper subpoena in order to obtain Employee’s reasonable cooperation with and assistance to the Company. 37. Interpretation. The language in all parts of this Agreement will be in all cases construed simply according to its fair meaning and not strictly for or against any party. Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and vice versa, and each gender will include any other gender. The captions of the sections or paragraphs of this Agreement are for the convenience only and will not affect the construction or interpretation of any of the provisions herein. 38. Severability. Should any part, term or provision of this Agreement, with the exception of the releases embodied in Paragraphs 8, 9, 10 and 23, be declared or determined by any Court or other tribunal of appropriate jurisdiction to be invalid or unenforceable, any such invalid or unenforceable part, term or provision shall be deemed stricken and severed from this Agreement and any and all of the other terms of the Agreement shall remain in full force and effect to the fullest extent permitted by law. The releases embodied in Paragraphs 8, 9, 10 and 23 are the essence of this Agreement and should Paragraphs 8, 9, 10 or 23 be deemed invalid or unenforceable, this Agreement may be declared null and void by the Company and any consideration received under this Agreement shall be returned to the Company. 39. Dispute Resolution. In any disagreement, controversy, claim, action, proceeding or dispute between Employee and any Releasee, brought to interpret or enforce the provisions of this Agreement, the prevailing party or parties shall recover his, her or its reasonable attorneys’ fees and costs. 40. Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute one original Agreement, and it may be executed by a signature transmitted via facsimile or email. 41. Understanding. Each Party confirms and represents to the other Party that such Party (1) has read this Agreement, (2) understands the terms hereof, (3) has sought or has had the opportunity to seek the advice of legal counsel, (4) finds it to be a fair and reasonable compromise of all disputed and potential claims, defenses, and issues, (5) is executing this Agreement as a voluntary act, and (6) agrees to be bound by and to faithfully execute the terms of this Agreement. [Remainder of Page Intentionally Blank; Signature Page Follows on Next Page] DocuSign Envelope ID: 270F6498-0293-45BC-984C-F29353F50274

4868-9983-2940 Page 11 of 11 PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAMS. EMPLOYEE IS ENCOURAGED AND ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EMPLOYEE UNDERSTANDS THAT IT IS EMPLOYEE’S DECISION WHETHER OR NOT TO CONSULT WITH AN ATTORNEY. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS READ THIS AGREEMENT, UNDERSTANDS THE TERMS AND CONSEQUENCES OF THIS AGREEING AND IS SIGNING IT FREELY, KNOWINGLY AND VOLUNTARILY. By signing this Agreement before the twenty-one (21) day period described above in Paragraph 23 expires, Employee waives Employee’s right under the ADEA and the OWBPA to twenty-one (21) days to consider the terms of this Agreement. In any case, however, Employee retains the right to revoke this Agreement within seven (7) days, as described above in Paragraph 24. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below: Dated: ____________________________ EMPLOYEE: ___________________________________ Karen Diepholz Dated: ____________________________ COMPANY: CRIMSON WINE GROUP, LTD. ___________________________________ Authorized Representative DocuSign Envelope ID: 270F6498-0293-45BC-984C-F29353F50274 8/2/2023 8/2/2023

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Cover Page - shares	6 Months Ended
	Jun. 30, 2023	Aug. 04, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	000-54866
Entity Registrant Name	CRIMSON WINE GROUP, LTD.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3607383
Entity Address, Address Line One	5901 Silverado Trail
Entity Address, City or Town	Napa
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94558
City Area Code	800
Local Phone Number	486-0503
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		21,308,900
Amendment Flag	false
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Central Index Key	0001562151
Current Fiscal Year End Date	--12-31

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 15,504	$ 25,705
Investments available for sale	19,162	11,673
Accounts receivable, net	4,970	6,849
Inventory	51,478	51,716
Other current assets	1,555	1,653
Total current assets	92,669	97,596
Property and equipment, net	114,570	113,421
Goodwill	1,262	1,262
Intangible and other non-current assets, net	5,975	6,481
Total non-current assets	121,807	121,164
Total assets	214,476	218,760
Current liabilities:
Accounts payable and accrued liabilities	7,877	11,460
Customer deposits	579	392
Current portion of long-term debt, net of unamortized loan fees	1,129	1,128
Total current liabilities	9,585	12,980
Long-term debt, net of current portion and unamortized loan fees	17,106	17,671
Deferred tax liability, net	1,103	1,100
Other non-current liabilities	9	9
Total non-current liabilities	18,218	18,780
Total liabilities	27,803	31,760
Contingencies (Note 12)
Stockholders’ Equity
Common shares, par value $0.01 per share, authorized 150,000,000 shares; 21,357,656 and 21,448,212 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	213	214
Additional paid-in capital	278,347	278,083
Accumulated other comprehensive income (loss)	24	(49)
Accumulated deficit	(91,911)	(91,248)
Total stockholders’ equity	186,673	187,000
Total liabilities and stockholders’ equity	$ 214,476	$ 218,760

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common shares, par value (in dollars per share)	$ 0.01	$ 0.01
Common shares, shares authorized (in shares)	150,000,000	150,000,000
Common shares, shares issued (in shares)	21,357,656	21,448,212
Common shares, shares outstanding (in shares)	21,357,656	21,448,212

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Net sales	$ 17,718	$ 18,082	$ 32,939	$ 36,705
Cost of sales	9,121	9,729	17,408	21,257
Gross profit	8,597	8,353	15,531	15,448
Operating expenses:
Sales and marketing	4,520	4,543	8,830	8,282
General and administrative	3,560	3,263	7,028	6,561
Total operating expenses	8,080	7,806	15,858	14,843
Net (gain) loss on disposal of property and equipment	(15)	107	34	127
Income (loss) from operations	532	440	(361)	478
Other (expense) income:
Interest expense, net	(68)	(94)	(327)	(377)
Other income, net	297	99	597	126
Total other income (expense), net	229	5	270	(251)
Income (loss) before income taxes	761	445	(91)	227
Income tax expense (benefit)	215	127	(25)	66
Net income (loss)	$ 546	$ 318	$ (66)	$ 161
Basic weighted-average shares outstanding (in shares)	21,412	22,450	21,430	22,486
Fully diluted weighted-average shares outstanding (in shares)	21,412	22,450	21,430	22,487
Basic earnings per share (in dollars per share)	$ 0.03	$ 0.01	$ (0.00)	$ 0.01
Fully diluted earnings per share (in dollars per share)	$ 0.03	$ 0.01	$ (0.00)	$ 0.01

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 546	$ 318	$ (66)	$ 161
Other comprehensive loss:
Net unrealized holding gains (losses) on investments arising during the period, net of tax	65	(19)	73	(25)
Comprehensive income	$ 611	$ 299	$ 7	$ 136

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Net cash flows from operating activities:
Net (loss) income	$ 546	$ 318	$ (66)	$ 161
Adjustments to reconcile net (loss) income to net cash from operations:
Depreciation and amortization of property and equipment			3,028	2,976
Amortization of intangible assets	322	322	643	643
Loss on write-down of inventory	200	200	531	926
Provision for doubtful accounts			7	0
Net loss on disposal of property and equipment	(15)	107	34	127
(Benefit) provision for deferred income taxes			(25)	66
Stock-based compensation			264	158
Net change in operating assets and liabilities:
Accounts receivable			1,872	978
Inventory			(293)	4,886
Other current assets			98	(170)
Other non-current assets			(137)	19
Accounts payable and accrued liabilities			(4,374)	(4,825)
Customer deposits			193	265
Net cash provided by operating activities			1,775	6,210
Net cash flows from investing activities:
Purchase of investments available for sale			(14,637)	(5,750)
Redemptions of investments available for sale			7,250	9,250
Acquisition of property and equipment			(3,442)	(1,678)
Proceeds from disposals of property and equipment			21	18
Net cash (used in) provided by investing activities			(10,808)	1,840
Net cash flows from financing activities:
Principal payments on long-term debt			(570)	(570)
Repurchase of common stock			(598)	(1,016)	$ (7,000)
Net cash used in financing activities			(1,168)	(1,586)
Net (decrease) increase in cash and cash equivalents			(10,201)	6,464
Cash and cash equivalents - beginning of period			25,705	32,732	32,732
Cash and cash equivalents - end of period	$ 15,504	$ 39,196	15,504	39,196	$ 25,705
Cash paid during the period for:
Interest, net of capitalized interest			505	568
Non-cash investing and financing activity:
Unrealized holding gains (losses) on investments, net of tax			73	(25)
Acquisition of property and equipment accrued but not yet paid			$ 790	$ 401

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive (Loss)Income	Accumulated Deficit
Balance (in shares) at Dec. 31, 2021		22,524,185
Balance at Dec. 31, 2021	$ 192,603	$ 225	$ 277,719	$ 2	$ (85,343)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	161				161
Other comprehensive income (loss)	(25)			(25)
Stock-based compensation	158		158
Repurchase of common stock (in shares)		(134,722)
Repurchase of common stock	(1,016)	$ (1)			(1,015)
Balance (in shares) at Jun. 30, 2022		22,389,463
Balance at Jun. 30, 2022	191,881	$ 224	277,877	(23)	(86,197)
Balance (in shares) at Mar. 31, 2022		22,516,882
Balance at Mar. 31, 2022	192,438	$ 225	277,776	(4)	(85,559)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	318				318
Other comprehensive income (loss)	(19)			(19)
Stock-based compensation	101		101
Repurchase of common stock (in shares)		(127,419)
Repurchase of common stock	(957)	$ (1)			(956)
Balance (in shares) at Jun. 30, 2022		22,389,463
Balance at Jun. 30, 2022	191,881	$ 224	277,877	(23)	(86,197)
Balance (in shares) at Dec. 31, 2022		21,448,212
Balance at Dec. 31, 2022	187,000	$ 214	278,083	(49)	(91,248)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(66)				(66)
Other comprehensive income (loss)	73			73
Stock-based compensation	264		264
Repurchase of common stock (in shares)		(90,556)
Repurchase of common stock	(598)	$ (1)			(597)
Balance (in shares) at Jun. 30, 2023		21,357,656
Balance at Jun. 30, 2023	186,673	$ 213	278,347	24	(91,911)
Balance (in shares) at Mar. 31, 2023		21,447,712
Balance at Mar. 31, 2023	186,509	$ 214	278,199	(41)	(91,863)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	546				546
Other comprehensive income (loss)	65			65
Stock-based compensation	148		148
Repurchase of common stock (in shares)		(90,056)
Repurchase of common stock	(595)	$ (1)			(594)
Balance (in shares) at Jun. 30, 2023		21,357,656
Balance at Jun. 30, 2023	$ 186,673	$ 213	$ 278,347	$ 24	$ (91,911)

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Background and Basis of Presentation

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Background and Basis of Presentation

Background and Basis of Presentation

Background

Crimson Wine Group, Ltd. and its subsidiaries (collectively, “Crimson” or the “Company”) is a Delaware corporation that has been conducting business since 1991. Crimson is in the business of producing and selling luxury wines (i.e., wines that retail for over $15 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, 2022, as filed with the SEC on Form 10-K (the “2022 Report”). Results of operations for interim periods are not necessarily indicative of annual results of operations. The unaudited condensed consolidated balance sheet at December 31, 2022 was extracted from the audited annual consolidated financial statements 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, 2023. See Note 2, “Significant Accounting Policies,” of the 2022 Report for a description of the Company’s significant accounting policies.

Recent Accounting Pronouncements

Subsequent to the filing of the 2022 Report, the Company evaluated Accounting Standards Update (“ASU”) 2023-01 through 2023-03 issued by the Financial Accounting Standards Board (“FASB”) and concluded none of the accounting pronouncements would have a material effect or are applicable to Crimson’s unaudited interim condensed consolidated financial statements.

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Revenue

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

Revenue Recognition

Revenue is recognized once performance obligations under the terms of the Company’s contracts with its customers have been satisfied; this occurs at a point in time when control of the promised product or service is transferred to customers. Generally, the majority of the Company’s contracts with its customers have a single performance obligation and are short term in nature. Revenue is measured in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company accounts for shipping and handling activities as costs to fulfill its promise to transfer the associated products. Accordingly, the Company records amounts billed for shipping and handling costs as a component of net sales, and classifies such costs as a component of 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.

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, 2023 and 2022.

Contract Balances

When the Company receives payments from customers prior to transferring goods or services under the terms of a contract, the Company records deferred revenue, which it classifies as customer deposits on its 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 2023 and 2022 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, 2023 and 2022 were not materially impacted by any other factors.

The outstanding contract liability balance was $0.6 million at June 30, 2023 and $0.4 million at December 31, 2022. Of the amounts included in the opening contract liability balances at the beginning of each period, approximately $0.3 million were recognized as revenue during each of the six-month periods ended June 30, 2023 and 2022.

Accounts Receivable, Net

Accounts receivable are reported net of an allowance for doubtful accounts. Credit is extended based on an evaluation of the customer’s financial condition. Accounts are charged against the allowance for bad debt as they are deemed uncollectible based on a periodic review of the accounts. In evaluating the collectability of individual receivable balances, the Company considers several factors, including the age of the balance, the customer’s historical payment history, its current credit worthiness, and current economic trends. The Company’s accounts receivable balance is net of an allowance for doubtful accounts of $0.2 million at both June 30, 2023 and December 31, 2022.

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Inventory

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Inventory

Inventory

A summary of inventory at June 30, 2023 and December 31, 2022 is as follows (in thousands):

	June 30, 2023		December 31, 2022
Finished goods	$	23,160	$	17,896
In-process goods	27,056		32,849
Packaging and bottling supplies	1,262		971
Total inventory	$	51,478	$	51,716

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. Crop insurance proceeds from farming losses may be recorded as offsets against previously recognized write-downs.

Inventory write-downs of $0.2 million were recorded during each of the three-month periods ended June 30, 2023 and 2022. Inventory write-downs of $0.5 million and $0.9 million were recorded during the six-month periods ended June 30, 2023 and 2022, respectively. The Company’s inventory balances are presented at the lower of cost or net realizable value.

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Property and Equipment

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

A summary of property and equipment at June 30, 2023 and December 31, 2022, and depreciation and amortization for the three and six months ended June 30, 2023 and 2022, is as follows (in thousands):

	Depreciable Lives
	(in years)	June 30, 2023		December 31, 2022
Land and improvements	N/A	$	44,912	$	44,912
Buildings and improvements	20-40	61,874		61,260
Winery and vineyard equipment	3-25	36,692		35,998
Vineyards and improvements	7-25	34,591		34,221
Caves	20-40	5,639		5,639
Vineyards under development	N/A	3,072		2,489
Construction in progress	N/A	5,095		3,479
Total		191,875		187,998
Accumulated depreciation and amortization		(77,305)		(74,577)
Total property and equipment, net		$	114,570	$	113,421

	Three Months Ended June 30,				Six Months Ended June 30,
Depreciation and amortization:	2023		2022		2023		2022
Capitalized into inventory	$	1,134	$	1,110	$	2,270	$	2,234
Expensed to general and administrative	387		377		758		742
Total depreciation and amortization	$	1,521	$	1,487	$	3,028	$	2,976

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Financial Instruments

6 Months Ended

Jun. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Financial Instruments

Financial Instruments

The Company’s material financial instruments include cash and cash equivalents, investments classified as available for sale, and short-term and long-term debt. Investments classified as available for sale are the only assets or liabilities that are measured at fair value on a recurring basis.

All of the Company’s investments mature within 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, 2023 and December 31, 2022 are as follows (in thousands):

June 30, 2023	Par Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Level 1		Level 2		Total Fair Value Measurements
U.S. Treasury Bill	$	5,000	$	4,887	$	61	$	—	$	4,948	$	—	$	4,948
Certificates of Deposit	14,250		14,250		—		(36)		—		14,214		14,214
Total	$	19,250	$	19,137	$	61	$	(36)	$	4,948	$	14,214	$	19,162
December 31, 2022	Par Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Level 1		Level 2		Total Fair Value Measurements
Certificates of Deposit	$	11,750	$	11,750	$	—	$	(77)	$	—	$	11,673	$	11,673

The Company believes the gross unrealized losses are temporary as it does not intend to sell these securities and it is more likely than not that the Company will not be required to sell these securities before the recovery of their amortized cost basis.

As of June 30, 2023 and December 31, 2022, 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, 2023, the Company has estimated the fair value of its outstanding debt to be approximately $13.9 million compared to its carrying value of $18.3 million, based upon discounted cash flows with Level 3 inputs, such as the terms that management believes would currently be available to the Company for similar issues of debt, taking into account the current credit risk of the Company and other factors. Level 3 inputs include market rates obtained from American AgCredit, FLCA as of June 30, 2023 of 8.06% and 8.02% 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.

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Intangible and Other Non-Current Assets

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible and Other Non-Current Assets

Intangible and Other Non-Current Assets

A summary of intangible and other non-current assets at June 30, 2023 and December 31, 2022, and amortization expense for the three and six months ended June 30, 2023 and 2022, is as follows (in thousands):

		June 30, 2023						December 31, 2022
	Amortizable lives (in years)	Gross carrying amount		Accumulated amortization		Net book value		Gross carrying amount		Accumulated amortization		Net book value
Brand	15-17	$	18,000	$	(12,686)	$	5,314	$	18,000	$	(12,155)	$	5,845
Distributor relationships	10-14	2,700		(2,318)		382		2,700		(2,220)		480
Legacy permits	14	250		(216)		34		250		(207)		43
Trademark	20	200		(148)		52		200		(143)		57
Total		$	21,150	$	(15,368)	$	5,782	$	21,150	$	(14,725)	$	6,425
Other non-current assets						193						56
Total intangible and other non-current assets, net						$	5,975					$	6,481
						Three Months Ended June 30,				Six Months Ended June 30,
						2023		2022		2023		2022
Total amortization expense						$	322	$	322	$	643	$	643

The estimated aggregate future amortization of intangible assets as of June 30, 2023 is identified below (in thousands):

	Amortization
Remainder of 2023	$	643
2024	1,286
2025	1,168
2026	1,073
2027	1,073
Thereafter	539
Total	$	5,782

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Accounts Payable and Accrued Liabilities

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):

	June 30, 2023		December 31, 2022
Accounts payable and accrued grape liabilities	$	2,862	$	5,120
Accrued compensation related expenses	2,252		3,287
Sales and marketing	588		227
Acquisition of property and equipment	790		709
Accrued interest	243		250
Depletion allowance	490		1,176
Production and farming	374		202
Other accrued expenses	278		489
Total accounts payable and accrued liabilities	$	7,877	$	11,460

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Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

Debt

A summary of debt at June 30, 2023 and December 31, 2022 is as follows (in thousands):

	June 30, 2023		December 31, 2022
Revolving Credit Facility (1)	$	—	$	—
Senior Secured Term Loan Agreement due 2040,    with an interest rate of 5.24% (2)	11,200		11,520
Senior Secured Term Loan Agreement due 2037,    with an interest rate of 5.39% (3)	7,125		7,375
Unamortized loan fees	(90)		(96)
Total debt	18,235		18,799
Less current portion of long-term debt	1,129		1,128
Long-term debt due after one year, net	$	17,106	$	17,671

______________________________________

(1)    The Revolving Credit Facility, a $60.0 million revolving credit facility between the Company and American AgCredit, FLCA, 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 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 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 debt service coverage ratio, and certain customary affirmative and negative covenants, including limitations on the incurrence of additional indebtedness, limitations on dividends and other distributions to shareholders and restrictions on certain investments, certain mergers, consolidations and sales of assets. The Company was in compliance with all existing debt covenants as of June 30, 2023.

A summary of debt maturities as of June 30, 2023 is as follows (in thousands):

Principal due the remainder of 2023	$	570
Principal due in 2024	1,140
Principal due in 2025	1,140
Principal due in 2026	1,140
Principal due in 2027	1,140
Principal due thereafter	13,195
Total	$	18,325

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Stockholders' Equity and Stock-Based Compensation

6 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Stockholders' Equity and Stock-Based Compensation

Stockholders’ Equity and Stock-Based Compensation

Share Repurchase

In 2022, the Company repurchased a total of 1,075,973 shares of its common stock at an average purchase price of $6.48 per share for an aggregate purchase price of $7.0 million. The Company’s repurchase was funded through cash on hand, and the shares were retired.

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. During the six months ended June 30, 2023, the Company repurchased 90,556 shares of its common stock at an average purchase price of $6.58 per share for an aggregate purchase price of $0.6 million. The Company’s repurchase was funded through cash on hand, and the shares were retired.

Stock-Based Compensation

In February 2013, the Company adopted the 2013 Omnibus Incentive Plan (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 Company’s 2013 Omnibus Incentive Plan, option grants for 89,000 shares were issued. The options vest annually over five years and expire seven years from the date of grant. In July 2021, stock option awards for an additional 233,000 shares were issued to certain members of management. Subject to the terms of the respective option award agreements, the options vest in four equal increments in January 2022, January 2023, January 2024 and January 2025, and the options will expire seven years from the date of grant. In March 2022, stock option awards for an additional 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, stock option awards for an additional 500,000 shares were granted to certain officers and employees of the Company. Such options are divided into five tranches, are subject to both performance-based vesting requirements and time-based vesting requirements, and expire ten years from the date of grant. The performance-based vesting requirements for the grants made in March 2022 and March 2023 are tied to annual or cumulative Adjusted EBITDA targets, as defined within the respective underlying option award agreements. The Company believes it will achieve the listed targets for each agreement and has recorded the related stock-based compensation expense for the three and six months ended June 30, 2023. The exercise price for all respective options was either the closing price or average trading price on the date of grant.

Estimates of stock-based compensation expense require a number of complex and subjective assumptions, including the selection of an option pricing model. The Company determined the grant date fair value of the awards using the Black-Scholes-Merton option-pricing valuation model.

During the six months ended June 30, 2023, the Company granted stock options in respect of 500,000 shares. The fair value of these grants was computed based on the following assumptions:

	March 2023 Grants
Shares issued	500,000
Expected term	7.42 - 9.42 years
Expected dividend yield	—		%
Risk-free interest rate	4.08		%
Expected stock price volatility	27 - 29%
Stock price	$	5.95
Weighted-average grant date fair value	$	2.64
Grant date fair value (in thousands)	$	1,319

As of June 30, 2023, stock options in respect of 1,322,000 shares remained outstanding with no stock option exercises or expirations during the quarter. The stock-based compensation expense for these grants is based on the grant date fair value, which will be recorded over the respective vesting periods. $148 thousand and $264 thousand were recorded as stock-based compensation expense for the three and six months ended June 30, 2023, respectively. $102 thousand and $159 thousand were recorded as stock-based compensation expense for the three and six months ended June 30, 2022, respectively. Stock-based compensation expense was recorded to general and administrative expense in the unaudited interim condensed consolidated statements of operations.

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Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The consolidated income tax expense or benefit for the three and six months ended June 30, 2023 and 2022, was determined based upon the Company’s estimated consolidated effective income tax rates calculated without discrete items for the years ending December 31, 2023 and 2022, respectively, and then adjusting for any discrete items.

The Company’s effective tax rates for the three months ended June 30, 2023 and 2022 were 28.2% and 28.9%, respectively. The Company’s effective tax rates for the six months ended June 30, 2023 and 2022 were 27.4% and 29.1%, 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, 2023 was primarily attributable to state income taxes and other permanent items.

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Business Segment Information

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Business Segment Information

Business Segment Information

The Company has identified two operating segments, Wholesale net sales and Direct to Consumer net sales, which are reportable segments for financial statement reporting purposes, based upon their different distribution channels, margins, and selling strategies. Wholesale net sales include all sales through a third party where prices are given at a wholesale rate, whereas Direct to Consumer net sales include retail sales in tasting rooms, remote sites and on-site events, wine club sales, direct phone sales, Ecommerce sales, and other sales made directly to the consumer without the use of an intermediary.

The two segments reflect how the Company’s operations are evaluated by senior management and the structure of its internal financial reporting. The Company evaluates performance based on the gross profit of the respective business segments. Selling expenses that can be directly attributable to the segment are allocated accordingly. However, centralized selling expenses and general and administrative expenses are not allocated between operating segments. Therefore, net income information for the respective segments is not available. Based on the nature of the Company’s business, revenue generating assets are utilized across segments. Therefore, discrete financial information related to segment assets and other balance sheet data is not available and that information continues to be aggregated.

The following tables outline the net sales, cost of sales, gross profit, directly attributable selling expenses and operating income (loss) for the Company’s reportable segments for the three and six months ended June 30, 2023 and 2022, and also includes a reconciliation of consolidated income (loss) from operations. Other/Non-Allocable net sales and gross profit include bulk wine and grape sales, event fees, tasting fees, and non-wine retail sales. Other/Non-Allocable expenses include centralized corporate expenses not specific to an identified reporting segment. Sales figures are net of related excise taxes.

	Three Months Ended June 30,
	Wholesale				Direct to Consumer				Other/Non-Allocable				Total
(in thousands)	2023		2022		2023		2022		2023		2022		2023		2022
Net sales	$	9,882	$	9,423	$	6,937	$	7,494	$	899	$	1,165	$	17,718	$	18,082
Cost of sales	6,165		6,194		2,248		2,630		708		905		9,121		9,729
Gross profit	3,717		3,229		4,689		4,864		191		260		8,597		8,353
Operating expenses:
Sales and marketing	1,609		1,465		1,796		1,965		1,115		1,113		4,520		4,543
General and administrative	—		—		—		—		3,560		3,263		3,560		3,263
Total operating expenses	1,609		1,465		1,796		1,965		4,675		4,376		8,080		7,806
Net (gain) loss on disposal of property and equipment	—		—		—		—		(15)		107		(15)		107
Income (loss) from operations	$	2,108	$	1,764	$	2,893	$	2,899	$	(4,469)	$	(4,223)	$	532	$	440

	Six Months Ended June 30,
	Wholesale				Direct to Consumer				Other/Non-Allocable				Total
(in thousands)	2023		2022		2023		2022		2023		2022		2023		2022
Net sales	$	18,202	$	20,973	$	12,884	$	13,721	$	1,853	$	2,011	$	32,939	$	36,705
Cost of sales	11,440		14,107		4,267		4,735		1,701		2,415		17,408		21,257
Gross profit (loss)	6,762		6,866		8,617		8,986		152		(404)		15,531		15,448
Operating expenses:
Sales and marketing	3,203		2,806		3,521		3,648		2,106		1,828		8,830		8,282
General and administrative	—		—		—		—		7,028		6,561		7,028		6,561
Total operating expenses	3,203		2,806		3,521		3,648		9,134		8,389		15,858		14,843
Net loss on disposal of property and equipment	—		—		—		—		34		127		34		127
Income (loss) from operations	$	3,559	$	4,060	$	5,096	$	5,338	$	(9,016)	$	(8,920)	$	(361)	$	478

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Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Contingencies

Litigation

The Company and its subsidiaries may become parties to legal proceedings that are considered to be either ordinary, routine litigation incidental to their business or not significant to the Company’s consolidated financial position or liquidity. The Company does not believe that there is any pending litigation that could have a significant adverse impact on its consolidated financial position, liquidity or results of operations.

2017 Wildfires

In October 2017, significant wildfires impacted the Company’s operations and damaged its inventory. The Company has settled on several insurance claims since the time of the wildfires but anticipates additional settlements for insurance proceeds for amounts that cannot be reasonably estimated at this time.

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Earnings (Loss) Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

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)	2023		2022		2023		2022
Net income (loss)	$	546	$	318	$	(66)	$	161
Common shares:
Weighted-average number of common shares outstanding - basic	21,412		22,450		21,430		22,486
Dilutive effect of stock options outstanding	—		—		—		1
Weighted-average number of common shares outstanding - diluted	21,412		22,450		21,430		22,487
Earnings per share:
Basic	$	0.03	$	0.01	$	0.00	$	0.01
Diluted	$	0.03	$	0.01	$	0.00	$	0.01
Antidilutive stock options (1)	1,322		822		1,322		733

__________________________________________

(1) Amounts represent stock options that are excluded from the diluted earnings per share calculations because the options are antidilutive.

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Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsNone.

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Background and Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Financial Statement Preparation

Financial Statement PreparationThe 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, 2022, as filed with the SEC on Form 10-K (the “2022 Report”). Results of operations for interim periods are not necessarily indicative of annual results of operations. The unaudited condensed consolidated balance sheet at December 31, 2022 was extracted from the audited annual consolidated financial statements and does not include all disclosures required by GAAP for annual financial statements.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Subsequent to the filing of the 2022 Report, the Company evaluated Accounting Standards Update (“ASU”) 2023-01 through 2023-03 issued by the Financial Accounting Standards Board (“FASB”) and concluded none of the accounting pronouncements would have a material effect or are applicable to Crimson’s unaudited interim condensed consolidated financial statements.

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Inventory (Tables)

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

A summary of inventory at June 30, 2023 and December 31, 2022 is as follows (in thousands):

	June 30, 2023		December 31, 2022
Finished goods	$	23,160	$	17,896
In-process goods	27,056		32,849
Packaging and bottling supplies	1,262		971
Total inventory	$	51,478	$	51,716

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Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

A summary of property and equipment at June 30, 2023 and December 31, 2022, and depreciation and amortization for the three and six months ended June 30, 2023 and 2022, is as follows (in thousands):

	Depreciable Lives
	(in years)	June 30, 2023		December 31, 2022
Land and improvements	N/A	$	44,912	$	44,912
Buildings and improvements	20-40	61,874		61,260
Winery and vineyard equipment	3-25	36,692		35,998
Vineyards and improvements	7-25	34,591		34,221
Caves	20-40	5,639		5,639
Vineyards under development	N/A	3,072		2,489
Construction in progress	N/A	5,095		3,479
Total		191,875		187,998
Accumulated depreciation and amortization		(77,305)		(74,577)
Total property and equipment, net		$	114,570	$	113,421

	Three Months Ended June 30,				Six Months Ended June 30,
Depreciation and amortization:	2023		2022		2023		2022
Capitalized into inventory	$	1,134	$	1,110	$	2,270	$	2,234
Expensed to general and administrative	387		377		758		742
Total depreciation and amortization	$	1,521	$	1,487	$	3,028	$	2,976

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Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Schedule of Available for Sale Securities

The par value, amortized cost, gross unrealized gains and losses, and estimated fair value of investments classified as available for sale as of June 30, 2023 and December 31, 2022 are as follows (in thousands):

June 30, 2023	Par Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Level 1		Level 2		Total Fair Value Measurements
U.S. Treasury Bill	$	5,000	$	4,887	$	61	$	—	$	4,948	$	—	$	4,948
Certificates of Deposit	14,250		14,250		—		(36)		—		14,214		14,214
Total	$	19,250	$	19,137	$	61	$	(36)	$	4,948	$	14,214	$	19,162
December 31, 2022	Par Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Level 1		Level 2		Total Fair Value Measurements
Certificates of Deposit	$	11,750	$	11,750	$	—	$	(77)	$	—	$	11,673	$	11,673

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Intangible and Other Non-Current Assets (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

A summary of intangible and other non-current assets at June 30, 2023 and December 31, 2022, and amortization expense for the three and six months ended June 30, 2023 and 2022, is as follows (in thousands):

		June 30, 2023						December 31, 2022
	Amortizable lives (in years)	Gross carrying amount		Accumulated amortization		Net book value		Gross carrying amount		Accumulated amortization		Net book value
Brand	15-17	$	18,000	$	(12,686)	$	5,314	$	18,000	$	(12,155)	$	5,845
Distributor relationships	10-14	2,700		(2,318)		382		2,700		(2,220)		480
Legacy permits	14	250		(216)		34		250		(207)		43
Trademark	20	200		(148)		52		200		(143)		57
Total		$	21,150	$	(15,368)	$	5,782	$	21,150	$	(14,725)	$	6,425
Other non-current assets						193						56
Total intangible and other non-current assets, net						$	5,975					$	6,481
						Three Months Ended June 30,				Six Months Ended June 30,
						2023		2022		2023		2022
Total amortization expense						$	322	$	322	$	643	$	643

Schedule of Amortization Expense for Intangible Assets

The estimated aggregate future amortization of intangible assets as of June 30, 2023 is identified below (in thousands):

	Amortization
Remainder of 2023	$	643
2024	1,286
2025	1,168
2026	1,073
2027	1,073
Thereafter	539
Total	$	5,782

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Accounts Payable and Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of Other Accrued Expenses

Accounts payable and accrued liabilities consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):

	June 30, 2023		December 31, 2022
Accounts payable and accrued grape liabilities	$	2,862	$	5,120
Accrued compensation related expenses	2,252		3,287
Sales and marketing	588		227
Acquisition of property and equipment	790		709
Accrued interest	243		250
Depletion allowance	490		1,176
Production and farming	374		202
Other accrued expenses	278		489
Total accounts payable and accrued liabilities	$	7,877	$	11,460

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Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Debt

A summary of debt at June 30, 2023 and December 31, 2022 is as follows (in thousands):

	June 30, 2023		December 31, 2022
Revolving Credit Facility (1)	$	—	$	—
Senior Secured Term Loan Agreement due 2040,    with an interest rate of 5.24% (2)	11,200		11,520
Senior Secured Term Loan Agreement due 2037,    with an interest rate of 5.39% (3)	7,125		7,375
Unamortized loan fees	(90)		(96)
Total debt	18,235		18,799
Less current portion of long-term debt	1,129		1,128
Long-term debt due after one year, net	$	17,106	$	17,671

______________________________________

(1)    The Revolving Credit Facility, a $60.0 million revolving credit facility between the Company and American AgCredit, FLCA, 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 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 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.

Schedule of Maturities of Long-term Debt

A summary of debt maturities as of June 30, 2023 is as follows (in thousands):

Principal due the remainder of 2023	$	570
Principal due in 2024	1,140
Principal due in 2025	1,140
Principal due in 2026	1,140
Principal due in 2027	1,140
Principal due thereafter	13,195
Total	$	18,325

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Stockholders' Equity and Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Schedule of Fair Value Assumptions of Share-based Compensation

The fair value of these grants was computed based on the following assumptions:

	March 2023 Grants
Shares issued	500,000
Expected term	7.42 - 9.42 years
Expected dividend yield	—		%
Risk-free interest rate	4.08		%
Expected stock price volatility	27 - 29%
Stock price	$	5.95
Weighted-average grant date fair value	$	2.64
Grant date fair value (in thousands)	$	1,319

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Business Segment Information (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Schedule Of Segment Reporting

The following tables outline the net sales, cost of sales, gross profit, directly attributable selling expenses and operating income (loss) for the Company’s reportable segments for the three and six months ended June 30, 2023 and 2022, and also includes a reconciliation of consolidated income (loss) from operations. Other/Non-Allocable net sales and gross profit include bulk wine and grape sales, event fees, tasting fees, and non-wine retail sales. Other/Non-Allocable expenses include centralized corporate expenses not specific to an identified reporting segment. Sales figures are net of related excise taxes.

	Three Months Ended June 30,
	Wholesale				Direct to Consumer				Other/Non-Allocable				Total
(in thousands)	2023		2022		2023		2022		2023		2022		2023		2022
Net sales	$	9,882	$	9,423	$	6,937	$	7,494	$	899	$	1,165	$	17,718	$	18,082
Cost of sales	6,165		6,194		2,248		2,630		708		905		9,121		9,729
Gross profit	3,717		3,229		4,689		4,864		191		260		8,597		8,353
Operating expenses:
Sales and marketing	1,609		1,465		1,796		1,965		1,115		1,113		4,520		4,543
General and administrative	—		—		—		—		3,560		3,263		3,560		3,263
Total operating expenses	1,609		1,465		1,796		1,965		4,675		4,376		8,080		7,806
Net (gain) loss on disposal of property and equipment	—		—		—		—		(15)		107		(15)		107
Income (loss) from operations	$	2,108	$	1,764	$	2,893	$	2,899	$	(4,469)	$	(4,223)	$	532	$	440

	Six Months Ended June 30,
	Wholesale				Direct to Consumer				Other/Non-Allocable				Total
(in thousands)	2023		2022		2023		2022		2023		2022		2023		2022
Net sales	$	18,202	$	20,973	$	12,884	$	13,721	$	1,853	$	2,011	$	32,939	$	36,705
Cost of sales	11,440		14,107		4,267		4,735		1,701		2,415		17,408		21,257
Gross profit (loss)	6,762		6,866		8,617		8,986		152		(404)		15,531		15,448
Operating expenses:
Sales and marketing	3,203		2,806		3,521		3,648		2,106		1,828		8,830		8,282
General and administrative	—		—		—		—		7,028		6,561		7,028		6,561
Total operating expenses	3,203		2,806		3,521		3,648		9,134		8,389		15,858		14,843
Net loss on disposal of property and equipment	—		—		—		—		34		127		34		127
Income (loss) from operations	$	3,559	$	4,060	$	5,096	$	5,338	$	(9,016)	$	(8,920)	$	(361)	$	478

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Earnings (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Loss Per Common 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)	2023		2022		2023		2022
Net income (loss)	$	546	$	318	$	(66)	$	161
Common shares:
Weighted-average number of common shares outstanding - basic	21,412		22,450		21,430		22,486
Dilutive effect of stock options outstanding	—		—		—		1
Weighted-average number of common shares outstanding - diluted	21,412		22,450		21,430		22,487
Earnings per share:
Basic	$	0.03	$	0.01	$	0.00	$	0.01
Diluted	$	0.03	$	0.01	$	0.00	$	0.01
Antidilutive stock options (1)	1,322		822		1,322		733

__________________________________________

(1) Amounts represent stock options that are excluded from the diluted earnings per share calculations because the options are antidilutive.

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Background and Basis of Presentation (Details)	6 Months Ended
	Jun. 30, 2023 USD ($) winery
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Price per bottle, low range | $	$ 15
Number of wineries owned (in wineries) | winery	7

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Revenue (Narrative) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Outstanding contract liability	$ 579		$ 392
Revenue recognized	300	$ 300
Allowance for doubtful accounts	$ 200		$ 200
Wholesale distributor sales | Minimum
Disaggregation of Revenue [Line Items]
Payment terms	30 days
Wholesale distributor sales | Maximum
Disaggregation of Revenue [Line Items]
Payment terms	120 days
Bulk wine sales
Disaggregation of Revenue [Line Items]
Payment terms	30 days

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Inventory (Summary of Inventory) (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Finished goods	$ 23,160	$ 17,896
In-process goods	27,056	32,849
Packaging and bottling supplies	1,262	971
Total inventory	$ 51,478	$ 51,716

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Inventory (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Inventory Disclosure [Abstract]
Loss on write-down of inventory	$ 200	$ 200	$ 531	$ 926

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Property and Equipment (Summary of Property and Equipment) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 191,875		$ 191,875		$ 187,998
Accumulated depreciation and amortization	(77,305)		(77,305)		(74,577)
Total property and equipment, net	114,570		114,570		113,421
Capitalized into inventory	1,134	$ 1,110	2,270	$ 2,234
Expensed to general and administrative	387	377	758	742
Total depreciation and amortization	1,521	$ 1,487	3,028	$ 2,976
Land and improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	44,912		44,912		44,912
Buildings and improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 61,874		$ 61,874		61,260
Buildings and improvements | Minimum
Property, Plant and Equipment [Line Items]
Depreciable Lives	20 years		20 years
Buildings and improvements | Maximum
Property, Plant and Equipment [Line Items]
Depreciable Lives	40 years		40 years
Winery and vineyard equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 36,692		$ 36,692		35,998
Winery and vineyard equipment | Minimum
Property, Plant and Equipment [Line Items]
Depreciable Lives	3 years		3 years
Winery and vineyard equipment | Maximum
Property, Plant and Equipment [Line Items]
Depreciable Lives	25 years		25 years
Vineyards and improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 34,591		$ 34,591		34,221
Vineyards and improvements | Minimum
Property, Plant and Equipment [Line Items]
Depreciable Lives	7 years		7 years
Vineyards and improvements | Maximum
Property, Plant and Equipment [Line Items]
Depreciable Lives	25 years		25 years
Caves
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,639		$ 5,639		5,639
Caves | Minimum
Property, Plant and Equipment [Line Items]
Depreciable Lives	20 years		20 years
Caves | Maximum
Property, Plant and Equipment [Line Items]
Depreciable Lives	40 years		40 years
Vineyards under development
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,072		$ 3,072		2,489
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,095		$ 5,095		$ 3,479

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Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Investment maturity period	1 year
Fair value of outstanding debt	$ 13,900
Carrying value of outstanding debt	18,325
Term Loan Due 2040
Debt Instrument [Line Items]
Carrying value of outstanding debt	$ 11,200	$ 11,520
Interest rate (as a percent)	8.06%
Term Loan Due 2037
Debt Instrument [Line Items]
Carrying value of outstanding debt	$ 7,125	$ 7,375
Interest rate (as a percent)	8.02%

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Financial Instruments (Schedule of Available for Sale Securities) (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Debt Securities, Available-for-sale [Line Items]
Par Value	$ 19,250
Amortized Cost	19,137
Gross Unrealized Gains	61
Gross Unrealized Losses	(36)
Total Fair Value Measurements	19,162
Level 1
Debt Securities, Available-for-sale [Line Items]
Total Fair Value Measurements	4,948
Level 2
Debt Securities, Available-for-sale [Line Items]
Total Fair Value Measurements	14,214
U.S. Treasury Bill
Debt Securities, Available-for-sale [Line Items]
Par Value	5,000
Amortized Cost	4,887
Gross Unrealized Gains	61
Gross Unrealized Losses	0
Total Fair Value Measurements	4,948
U.S. Treasury Bill | Level 1
Debt Securities, Available-for-sale [Line Items]
Total Fair Value Measurements	4,948
U.S. Treasury Bill | Level 2
Debt Securities, Available-for-sale [Line Items]
Total Fair Value Measurements	0
Certificates of Deposit
Debt Securities, Available-for-sale [Line Items]
Par Value	14,250	$ 11,750
Amortized Cost	14,250	11,750
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(36)	(77)
Total Fair Value Measurements	14,214	11,673
Certificates of Deposit | Level 1
Debt Securities, Available-for-sale [Line Items]
Total Fair Value Measurements	0	0
Certificates of Deposit | Level 2
Debt Securities, Available-for-sale [Line Items]
Total Fair Value Measurements	$ 14,214	$ 11,673

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Intangible and Other Non-Current Assets (Summary of Intangible Assets) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 21,150		$ 21,150		$ 21,150
Accumulated amortization	(15,368)		(15,368)		(14,725)
Net book value	5,782		5,782		6,425
Other non-current assets	193		193		56
Total intangible and other non-current assets, net	5,975		5,975		6,481
Total amortization expense	322	$ 322	643	$ 643
Brand
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	18,000		18,000		18,000
Accumulated amortization	(12,686)		(12,686)		(12,155)
Net book value	$ 5,314		$ 5,314		5,845
Brand | Minimum
Finite-Lived Intangible Assets [Line Items]
Amortizable lives (in years)	15 years		15 years
Brand | Maximum
Finite-Lived Intangible Assets [Line Items]
Amortizable lives (in years)	17 years		17 years
Distributor relationships
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 2,700		$ 2,700		2,700
Accumulated amortization	(2,318)		(2,318)		(2,220)
Net book value	$ 382		$ 382		480
Distributor relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Amortizable lives (in years)	10 years		10 years
Distributor relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Amortizable lives (in years)	14 years		14 years
Legacy permits
Finite-Lived Intangible Assets [Line Items]
Amortizable lives (in years)	14 years		14 years
Gross carrying amount	$ 250		$ 250		250
Accumulated amortization	(216)		(216)		(207)
Net book value	$ 34		$ 34		43
Trademark
Finite-Lived Intangible Assets [Line Items]
Amortizable lives (in years)	20 years		20 years
Gross carrying amount	$ 200		$ 200		200
Accumulated amortization	(148)		(148)		(143)
Net book value	$ 52		$ 52		$ 57

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Intangible and Other Non-Current Assets (Amortization Expense for Intangible Assets) (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2023	$ 643
2024	1,286
2025	1,168
2026	1,073
2027	1,073
Thereafter	539
Net book value	$ 5,782	$ 6,425

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Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts payable and accrued grape liabilities	$ 2,862	$ 5,120
Accrued compensation related expenses	2,252	3,287
Sales and marketing	588	227
Acquisition of property and equipment	790	709
Accrued interest	243	250
Depletion allowance	490	1,176
Production and farming	374	202
Other accrued expenses	278	489
Total accounts payable and accrued liabilities	$ 7,877	$ 11,460

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Debt (Schedule of Debt) (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Carrying value of outstanding debt	$ 18,325,000
Unamortized loan fees	(90,000)	$ (96,000)
Total debt	18,235,000	18,799,000
Less current portion of long-term debt	1,129,000	1,128,000
Long-term debt due after one year, net	$ 17,106,000	17,671,000
Minimum
Debt Instrument [Line Items]
Unused line fee (as a percent)	0.125%
Maximum
Debt Instrument [Line Items]
Unused line fee (as a percent)	0.225%
Revolving Credit Facility
Debt Instrument [Line Items]
Revolving Credit Facility	$ 0	0
Credit facility borrowing capacity	60,000,000
Term Revolving Loan
Debt Instrument [Line Items]
Credit facility borrowing capacity	$ 10,000,000
Term of debt	5 years
Term Revolving Credit Facility
Debt Instrument [Line Items]
Credit facility borrowing capacity	$ 50,000,000
Term of debt	15 years
Term Loan Due 2040
Debt Instrument [Line Items]
Interest rate (percent)	5.24%
Carrying value of outstanding debt	$ 11,200,000	11,520,000
Term Loan Due 2037
Debt Instrument [Line Items]
Interest rate (percent)	5.39%
Carrying value of outstanding debt	$ 7,125,000	$ 7,375,000

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Debt (Long-term Debt Maturities) (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Maturities of Long-term Debt [Abstract]
Principal due the remainder of 2023	$ 570
Principal due in 2024	1,140
Principal due in 2025	1,140
Principal due in 2026	1,140
Principal due in 2027	1,140
Principal due thereafter	13,195
Total	$ 18,325

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Stockholders' Equity and Stock-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Thousands	1 Months Ended				3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($) tranche shares	Mar. 31, 2022 tranche shares	Jul. 31, 2021 increment shares	Dec. 31, 2019 shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Jul. 31, 2022 shares	Feb. 28, 2013 shares
Equity, Class of Treasury Stock [Line Items]
Repurchased common stock (in shares)									1,075,973
Purchase price (in dollars per share) | $ / shares							$ 6.58		$ 6.48
Repurchase of common stock | $							$ 598	$ 1,016	$ 7,000
Options outstanding under share-based compensation arrangement (in shares)					1,322,000		1,322,000
Share-based compensation arrangement by share-based payment award, options, exercises in period (in shares)					0
Stock-based compensation | $					$ 148	$ 102	$ 264	$ 159
December 2019
Equity, Class of Treasury Stock [Line Items]
Units issued under share-based compensation arrangement (in shares)				89,000
Vesting period (in years)				5 years
Expiration period (in years)				7 years
July 2021
Equity, Class of Treasury Stock [Line Items]
Units issued under share-based compensation arrangement (in shares)			233,000
Expiration period (in years)			7 years
Number of vesting tranches | increment			4
March 2022
Equity, Class of Treasury Stock [Line Items]
Units issued under share-based compensation arrangement (in shares)		500,000
Expiration period (in years)		10 years
Number of vesting tranches | tranche		4
March 2023 Grants
Equity, Class of Treasury Stock [Line Items]
Units issued under share-based compensation arrangement (in shares)	500,000						500,000
Expiration period (in years)	10 years
Number of vesting tranches | tranche	5
Options outstanding under share-based compensation arrangement (in shares)					500,000		500,000
2013 Plan | Stock Option
Equity, Class of Treasury Stock [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares)											1,000,000
2022 Plan | Stock Option
Equity, Class of Treasury Stock [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares)										678,000
2022 Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Repurchased common stock (in shares)							90,556
Repurchase of common stock | $							$ 600
Share repurchase program amount authorized (up to) | $	$ 2,000

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Stockholders' Equity and Stock-Based Compensation (Grant Date Fair Value of the Awards) (Details) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares
Equity, Class of Treasury Stock [Line Items]
Shares issued (shares) | shares	1,322
March 2023 Grants
Equity, Class of Treasury Stock [Line Items]
Shares issued (shares) | shares	500
Expected dividend yield (as a percent)	0.00%
Risk-free interest rate (as a percent)	4.08%
Expected Stock price volatility, minimum (as a percent)	27.00%
Expected Stock price volatility, maximum (as a percent)	29.00%
Stock price (in dollars per share) | $ / shares	$ 5.95
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 2.64
Grant date fair value | $	$ 1,319
Minimum | March 2023 Grants
Equity, Class of Treasury Stock [Line Items]
Expected term (in years)	7 years 5 months 1 day
Maximum | March 2023 Grants
Equity, Class of Treasury Stock [Line Items]
Expected term (in years)	9 years 5 months 1 day

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Income Taxes (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	28.20%	28.90%	27.40%	29.10%

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Business Segment Information (Narrative) (Details)	6 Months Ended
	Jun. 30, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	2

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Business Segment Information (Schedule Of Segment Reporting) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Net sales	$ 17,718	$ 18,082	$ 32,939	$ 36,705
Cost of sales	9,121	9,729	17,408	21,257
Gross profit	8,597	8,353	15,531	15,448
Operating expenses:
Sales and marketing	4,520	4,543	8,830	8,282
General and administrative	3,560	3,263	7,028	6,561
Total operating expenses	8,080	7,806	15,858	14,843
Net (gain) loss on disposal of property and equipment	(15)	107	34	127
Income (loss) from operations	532	440	(361)	478
Operating Segments | Wholesale
Segment Reporting Information [Line Items]
Net sales	9,882	9,423	18,202	20,973
Cost of sales	6,165	6,194	11,440	14,107
Gross profit	3,717	3,229	6,762	6,866
Operating expenses:
Sales and marketing	1,609	1,465	3,203	2,806
General and administrative	0	0	0	0
Total operating expenses	1,609	1,465	3,203	2,806
Net (gain) loss on disposal of property and equipment	0	0	0	0
Income (loss) from operations	2,108	1,764	3,559	4,060
Operating Segments | Direct to Consumer
Segment Reporting Information [Line Items]
Net sales	6,937	7,494	12,884	13,721
Cost of sales	2,248	2,630	4,267	4,735
Gross profit	4,689	4,864	8,617	8,986
Operating expenses:
Sales and marketing	1,796	1,965	3,521	3,648
General and administrative	0	0	0	0
Total operating expenses	1,796	1,965	3,521	3,648
Net (gain) loss on disposal of property and equipment	0	0	0	0
Income (loss) from operations	2,893	2,899	5,096	5,338
Other/Non-Allocable
Segment Reporting Information [Line Items]
Net sales	899	1,165	1,853	2,011
Cost of sales	708	905	1,701	2,415
Gross profit	191	260	152	(404)
Operating expenses:
Sales and marketing	1,115	1,113	2,106	1,828
General and administrative	3,560	3,263	7,028	6,561
Total operating expenses	4,675	4,376	9,134	8,389
Net (gain) loss on disposal of property and equipment	(15)	107	34	127
Income (loss) from operations	$ (4,469)	$ (4,223)	$ (9,016)	$ (8,920)

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Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net income (loss)	$ 546	$ 318	$ (66)	$ 161
Common shares:
Weighted-average number of common shares outstanding - basic (in shares)	21,412	22,450	21,430	22,486
Dilutive effect of stock options outstanding (in shares)	0	0	0	1
Weighted-average number of common shares outstanding - diluted (in shares)	21,412	22,450	21,430	22,487
Earnings per share:
Basic (in dollars per share)	$ 0.03	$ 0.01	$ (0.00)	$ 0.01
Diluted (in dollars per share)	$ 0.03	$ 0.01	$ (0.00)	$ 0.01
Stock Option
Earnings per share:
Antidilutive stock options (in shares)	1,322	822	1,322	733