CRIMSON WINE GROUP, LTD.
Statements included in this Report may contain forward-looking statements. See
"Cautionary Statement for Forward-Looking Information" below. The following
should be read in conjunction with the Management's Discussion and Analysis of
Financial Condition and Results of Operations ("MD&A") and the Company's audited
consolidated financial statements for the year ended December 31, 2021 included
in the Company's Annual Report on Form 10-K as filed with the SEC (the "2021
Report").
Quantities or results referred to as "current quarter" and "current three and
six-month period" refer to the three and six months ended
Cautionary Statement for Forward-Looking Information
This MD&A and other parts of this Quarterly Report on Form 10-Q 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, that include results ofCrimson 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 2021 Report. Readers should carefully review the risk factors described in the 2021 Report and in other documents that the Company files from time to time with theSEC .
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. As permitted under federal and local regulations, the Company has also been placing increased emphasis on generating revenue from direct sales to consumers which occur through wine clubs, at the wineries' tasting rooms and through the Ecommerce channel. Direct sales to consumers are more profitable for the Company as it is able to sell its products at a price closer to retail prices rather than the wholesale price sold to distributors. From time to time, the Company may sell grapes or bulk wine because the grapes or wine do not meet the quality standards for its products, market conditions have changed resulting in reduced demand for certain products, or because 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 labor 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 3 to 36 months. Reductions to the carrying value of inventories are also included in cost of sales.
As of
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Impact of COVID-19 on Operations
In March 2020 , in response to the coronavirus disease ("COVID-19") outbreak, the
Company temporarily closed all of its tasting rooms, which are located in
California , Oregon , and Washington , in compliance with shelter-in-place orders
issued by local government offices. During 2020, the Company was challenged with
several months of temporary closures and intermittent government restrictions
impacting both operational capacities and steadiness throughout the year. All of
the Company's tasting rooms were allowed to reopen in late January 2021 with
varying impacts created by the guidelines, restrictions, and tiered structures
of each respective state in which the Company operates. The intermittent updates
for each state and county caused operating capacity at each tasting room to
fluctuate for most of 2021. Although capacity restrictions within the Company's
tasting rooms were lifted in the second half of June 2021 , the Company continues
to maintain a set of operating guidelines to protect the safety of all employees
and guests, which may affect capacity and will vary based on estate experience
and parameters.
All of the Company's tasting rooms have been impacted by government orders and
restrictions to significant and varying degrees at times. Management and staff
at all estate locations have taken the appropriate steps to ensure a safe and
enjoyable experience for all guests and staff. In addition to limiting the
number of guests and encouraging reservations, the Company has implemented
various measures to prevent the spread of the virus including using available
forms of personal protective equipment ("PPE"), screening employees and vendors
before they enter facilities, practicing social distancing, implementing
COVID-19 protocols and travel guidelines, and advising employees of Center for
Disease Control ("CDC") guidelines and recommendations.
The Company has experienced port shipping delays within its export shipments but
does not anticipate significant impact or disruptions to its supply chain
network. In order to mitigate against potential logistical challenges, the
Company has effectively managed distributor inventory levels for its domestic
wholesale business, which accounts for the majority of the Company's total
wholesale shipments.
The Company has experienced both reductions and increases in consumer demand in
various channels due to the ongoing COVID-19 pandemic in the three and
six months ended
The Direct to Consumer segment includes retail sales in the 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. Tasting room sales have been negatively impacted during periods of
closures and operating limitations. As restrictions were gradually lifted
throughout 2021 and the early part of 2022, the Company experienced a rebound in
visitor counts to its tasting rooms. Ecommerce sales were initially favorably
impacted as consumers sought to purchase wines through an online platform to
minimize human contact. As restrictions eased throughout 2021 and the early part
of 2022, Ecommerce sales remained elevated over pre-pandemic levels but declined
from the highs of 2020 with consumers returning to traditional channels,
including tasting rooms, bars, restaurants, and other hospitality locations.
The Wholesale segment includes all sales through a third party where prices are
given at a wholesale rate. The Company sells wine (through distributors and
directly) to restaurants, bars, and other hospitality locations ("On-Premise").
In 2020, demand for wines at On-Premise locations was reduced due to COVID-19
containment measures restricting consumers from visiting, as well as in many
cases both the temporary and permanent closures of On-Premise venues. However,
as restrictions continued to be lifted throughout 2021 and the early part of
2022, demand for wines at On-Premise locations started to rebound. 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"). Demand for premium wines at Off-Premise locations has
increased due to their classification as essential businesses that remained open
during government imposed closings and/or restrictions due to COVID-19, as well
as premiumization of at-home wine consumption. As On-Premise demand continues to
recover, other than sales made through third-party Ecommerce, the Company has
not observed a reversing trend in Off-Premise demand.
Additionally, the Company received loan proceeds of approximately $3.8 million
under the Paycheck Protection Program ("PPP") established by the Coronavirus
Aid, Relief, and Economic Security ("CARES") Act and amended by the Paycheck
Protection Program Flexibility Act of 2020. The Company requested loan
forgiveness in April 2021 and on June 14, 2021 , the forgiveness application to
the U.S. Small Business Administration ("SBA") was approved for the full
principal amount including interest. For additional information about the loan,
see "Liquidity and Capital Resources-Term Loans".
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The extent of COVID-19's impact on the Company's financials and results of
operations is currently unknown and will depend on future developments,
including, but not limited to, the length of time that the pandemic continues,
the emergence and severity of new variants, the effect of governmental
regulations imposed in response to the pandemic, the availability of vaccines
and potential hesitancy to utilize them, the effect on the demand for its
products and its supply chain, and how quickly and to what extent normal
economic and operation conditions can resume. The Company cannot at this time
predict the full impact of COVID-19 on its financial and operational results.
Accordingly, the Company's current results and financial condition discussed
herein may not be indicative of future operating results and trends. Refer to
the section entitled "Risk Factors" in the 2021 Report for additional risks the
Company faces due to the COVID-19 pandemic.
Seasonality
As discussed in the 2021 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. 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. During 2021, Crimson completed 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 acrossCalifornia ,Oregon , andWashington in 2020, the 2021 harvest was impacted by drought resulting in lower yields than historical averages. Compounded with the losses on the 2020 vintage, the lower yields of the 2021 vintage 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.
Inflation and Market Conditions
As the Company continues to grow sales, it expects gross profit 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, and increased commodity costs, including dry goods and packaging
materials. 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, 2022 Compared to Three Months Ended June 30, 2021
Net Sales
Three Months Ended June 30,
Increase
(in thousands, except percentages) 2022 2021 (Decrease) % change
Wholesale $ 9,423 $ 9,727 $ (304) (3)%
Direct to Consumer 7,494 6,635 859 13%
Other 1,165 1,029 136 13%
Total net sales $ 18,082 $ 17,391 $ 691 4%
Wholesale net sales decreased $0.3 million , or 3%, in the current quarter as
compared to the same quarter in 2021, with a decrease in domestic wine sales of
$1.0 million partially offset by an increase in export wine sales of $0.7
million . The quarter-over-quarter decrease in domestic wine sales is primarily
related to timing of inventory fulfillment to distributors following large
shipments in the first quarter. This timing impact to the current quarter is
evident in the discussion of the Company's year-over-year growth for the six
months ended June 30, 2022 financial results discussed in the next section. The
increase in export wine sales was driven by several large shipments to Europe
and Canada as the Company continues to grow this channel.
Direct to Consumer net sales increased $0.9 million , or 13%, in the current
quarter as compared to the same quarter in 2021. The increase was primarily
driven by higher sales through the wine clubs and in the tasting rooms as
compared to the same quarter in 2021. Sales for wine clubs increased in the
current quarter driven by price increases and sales mix. The Company's elevated
tasting experiences drove higher tasting room sales through increased visitors
and higher spend per guest. Ecommerce sales increased due to timing of marketing
campaigns in the current quarter as compared to the same quarter in 2021.
Ecommerce's sales growth continues to face challenges from the shift in consumer
purchasing behaviors towards other sales channels.
Other net sales, which include bulk wine and grape sales, custom winemaking
services, event fees, tasting fees and non-wine retail sales, increased $0.1
million , or 13%, in the current quarter as compared to the same quarter in 2021.
The increase was primarily driven by higher tasting and event fee revenues
partially offset by lower bulk wine sales. Higher tasting and event fee revenues
were driven by the Company's premiumization of the wine tasting experiences and
increased tasting room traffic and private events.
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Gross Profit
Three Months Ended June 30,
Increase
(in thousands, except percentages) 2022 2021 (Decrease) % change
Wholesale $ 3,229 $ 3,883 $ (654) (17)%
Wholesale gross margin percentage 34 % 40 %
Direct to Consumer 4,864 4,195 669 16%
Direct to Consumer gross margin percentage 65 % 63 %
Other 260 262 (2) 1%
Total gross profit $ 8,353 $ 8,340 $ 13 -%
Total gross margin percentage 46 % 48 %
Wholesale gross profit decreased $0.7 million , or 17%, in the current quarter as
compared to the same quarter in 2021 primarily driven by a shift in sales mix
towards wines with a higher cost vintage and lower volumes, partially offset by
price increases. Compounded with the wildfire losses on the 2020 vintage, the
lower yields of the 2021 vintage resulted in higher cost vintages on certain
wines sold in the current period. Wholesale gross margin percentage, which is
defined as wholesale gross profit as a percentage of wholesale net sales,
decreased 565 basis points primarily driven by a shift in sales mix towards
wines with a higher cost vintage partially offset by price increases when
compared to the same quarter in 2021.
Direct to Consumer gross profit increased $0.7 million , or 16%, in the current
quarter as compared to the same quarter in 2021. Gross margin percentage
increased 168 basis points in the current quarter compared to the same quarter
in 2021. Both increases were driven by higher wine club and tasting rooms sales
compared to the same quarter of 2021.
"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
was flat in the current quarter as compared to the same quarter in 2021 and is
primarily driven by higher tasting and event fee revenues due to increased
traffic at tasting rooms, mostly offset by nonrecurring insurance proceeds for
smoke taint affected inventory received in the prior year quarter and higher
inventory write-downs in the current quarter.
Operating Expenses
Three Months Ended June 30,
Increase
(in thousands, except percentages) 2022 2021 (Decrease) % change
Sales and marketing $ 4,543 $ 3,750 $ 793 21%
General and administrative 3,263 3,256 7 -%
Total operating expenses $ 7,806 $ 7,006 $ 800 11%
Sales and marketing expenses increased
General and administrative expenses were flat in the current quarter as compared to the same quarter in 2021 due to offsetting drivers. A decrease in expenses related to nonrecurring costs of the prior year quarter related to the amended 2019 Annual Report on Form 10-K and amended 2020 Quarterly Reports on Form 10-Q was offset by increased compensation expenses related to stock grants, increased costs under software as a service (SaaS) model, and reinstatement of previously voluntarily waivedBoard of Director fees when compared to the same quarter in 2021. 20 --------------------------------------------------------------------------------
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Other (Expense) Income
Three Months Ended June 30,
(in thousands, except percentages) 2022 2021 Change % change
Interest expense, net $ (94) $ (181) $ 87 48%
Gain on extinguishment of debt - 3,863 (3,863) 100%
Other income, net 99 208 (109) (52)%
Total other income, net $ 5 $ 3,890 $ (3,885) 100%
Interest expense, net, decreased less than $0.1 million , or 48%, in the current
quarter compared to the same quarter in 2021. The decrease was primarily driven
by timing of patronage dividend received by the Company and lower interest
expense on declining principal balances on the 2015 and 2017 Term Loans.
Gain on extinguishment of debt was recognized for $3.9 million in the previous
year during the three months ended June 30, 2021 . The gain on extinguishment of
debt was related to the PPP loan forgiveness approved by the SBA on June 14,
2021 .
Other income, net, decreased less than
Income Tax Expense
The Company's effective tax rates for the three months endedJune 30, 2022 and 2021 were 28.9% and 10.2%, respectively. The increase in the effective tax rate for the three months endedJune 30, 2022 as compared to the three months endedJune 30, 2021 was primarily due to the income exclusion of PPP loan forgiveness for federal income taxes during the three months endedJune 30, 2021 . 21 -------------------------------------------------------------------------------- Table of Contents Six Months EndedJune 30, 2022 Compared to Six Months EndedJune 30, 2021 Net Sales Six Months Ended June 30, Increase (in thousands, except percentages) 2022 2021 (Decrease) % change Wholesale$ 20,973 $ 17,917 $ 3,056 17% Direct to Consumer 13,721 12,602 1,119 9% Other 2,011 1,453 558 38% Total net sales$ 36,705 $ 31,972 $ 4,733 15% Wholesale net sales increased$3.1 million , or 17%, in the current six month period as compared to the same period in 2021, with increases in both domestic and export wine sales. The increase in domestic wine sales was driven by a combination of the Company's execution of its growth strategies with the year-over-year recovery of On-Premise sales. These factors drove an increased rate of sales of the Company's core wines, continued growth in new points of distributions, and timing of inventory fulfillment to distributors following strong distributor sales at the end of 2021. The increase in export wine sales was driven by several large shipments toEurope andCanada as the Company continues to grow this channel. Direct to Consumer net sales increased$1.1 million , or 9%, in the current six month period as compared to the same period in 2021. The increase was primarily driven by higher sales through the wine clubs and in the tasting rooms as compared to the same period in 2021. The increase in wine club and tasting room sales was partially offset by lower Ecommerce sales in the current period. Sales for wine clubs increased in the current period driven by price increases and sales mix. An increase in visitors and higher spend per guest driven by the Company's elevated tasting experiences combined to drive higher tasting room sales. Ecommerce sales decreased in the current period as compared to the same period in 2021 as consumers continued to shift purchasing behaviors with the reopening of tasting rooms, retail and restaurants. Other net sales, which include bulk wine and grape sales, custom winemaking services, event fees, tasting fees and non-wine retail sales, increased$0.6 million , or 38%, in the current six month period as compared to the same period in 2021. The increase was primarily driven by higher tasting and event fee revenues partially offset by lower bulk wine sales. Higher tasting and event fee revenues were driven by the Company's premiumization of the wine tasting experiences and increased tasting room traffic and private events. 22 --------------------------------------------------------------------------------
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Gross Profit
Six Months Ended June 30,
Increase
(in thousands, except percentages) 2022 2021 (Decrease) % change
Wholesale $ 6,866 $ 6,764 $ 102 2%
Wholesale gross margin percentage 33 % 38 %
Direct to Consumer 8,986 7,811 1,175 15%
Direct to Consumer gross margin percentage 65 % 62 %
Other (404) (594) 190 32%
Total gross profit $ 15,448 $ 13,981 $ 1,467 10%
Total gross margin percentage 42 % 44 %
Wholesale gross profit increased $0.1 million , or 2%, in the current six month
period as compared to the same period in 2021 primarily driven by overall volume
increase in wine sales and price increases, mostly offset by a shift in sales
mix towards wines with a higher cost vintage. Compounded with the wildfire
losses on the 2020 vintage, the lower yields of the 2021 vintage resulted in
higher cost vintages on certain wines sold in the current period. Wholesale
gross margin percentage, which is defined as wholesale gross profit as a
percentage of wholesale net sales, decreased 501 basis points primarily driven
by a shift in sales mix towards wines with a higher cost vintage compared to the
same period in 2021.
Direct to Consumer gross profit increased $1.2 million , or 15%, in the current
six month period as compared to the same period in 2021. The increase was a
result of higher wine clubs and tasting rooms sales when compared to the same
period in 2021. Direct to Consumer gross margin percentage increased 351 basis
points in the current period compared to the same period in 2021. The increase
was primarily driven by price increases and a shift in sales channel mix driven
by higher wine clubs and tasting rooms sales as compared to the same period of
2021.
"Other" includes a gross loss on bulk wine and grape sales, custom winemaking
services, event fees, tasting fees and non-wine retail sales. Other gross loss
decreased $0.2 million , or 32%, in the current six month period as compared to
the same period in 2021 primarily driven by higher tasting and event fee
revenues due to increased traffic at tasting rooms and improved margins on
custom winemaking services, partially offset by nonrecurring insurance proceeds
for smoke taint affected inventory received in the prior year period and higher
inventory write-downs in the current period.
Operating Expenses
Six Months Ended June 30,
Increase
(in thousands, except percentages) 2022 2021 (Decrease) % change
Sales and marketing $ 8,282 $ 6,795 $ 1,487 22%
General and administrative 6,561 6,714 (153) (2)%
Total operating expenses $ 14,843 $ 13,509 $ 1,334 10%
Sales and marketing expenses increased $1.5 million , or 22%, in the current six
month period as compared to the same period in 2021. The increase was primarily
driven by higher compensation, advertising and promotional, and travel expenses
compared to the same period in 2021. Increased compensation is driven by
hospitality staffing related to increased traffic and volume, open positions in
the prior year, and increased accrued bonuses related to company performance.
General and administrative expenses decreased $0.2 million , or 2%, in the
current six month period as compared to the same period in 2021 primarily due to
nonrecurring costs of the prior year period related to the amended 2019 Annual
Report on Form 10-K and amended 2020 Quarterly Reports on Form 10-Q, partially
offset by increased compensation expenses related to stock
grants and open positions in the prior year, increased costs under software as a
service (SaaS) model, and reinstatement of previously voluntarily waived Board
of Director fees when compared to the same period in 2021.
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Other (Expense) Income
Six Months Ended June 30,
(in thousands, except percentages) 2022 2021 Change % change
Interest expense, net $ (377) $ (431) $ 54 13%
Gain on extinguishment of debt - 3,863 (3,863) 100%
Other income, net 126 258
(132) (51)%
Total other expense (income), net
Interest expense, net, decreased less than$0.1 million , or 13%, in the current six month period compared to the same period in 2021. The decrease was primarily driven by lower interest expense on declining principal balances on the 2015 and 2017 Term Loans. Gain on extinguishment of debt was recognized for$3.9 million in the previous year during the six month period endedJune 30, 2021 . The gain on extinguishment of debt was related to the PPP loan forgiveness approved by the SBA onJune 14, 2021 . Other income, net, decreased$0.1 million , or 51%, in the current six month period compared to the same period in 2021. The decrease was primarily driven by a nonrecurring gain on lease modification recognized in the prior year six month period upon the Company's early termination agreement of the leased space previously used as the Company's corporate headquarters.
Income Tax Expense
The Company's effective tax rates for the six months endedJune 30, 2022 and 2021 were 29.1% and 7.6%, respectively. The increase in the effective tax rate for the six months endedJune 30, 2022 as compared to the six months endedJune 30, 2021 was primarily due to the income exclusion of PPP loan forgiveness for federal income taxes during the six months endedJune 30, 2021 . 24 -------------------------------------------------------------------------------- Table of Contents 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. Despite the negative effects of COVID-19 on its business, the Company has maintained adequate liquidity to meet working capital requirements, fund capital expenditures, meet payroll, and repay scheduled principal and interest payments on debt. In response to the current macro-economic environment, the Company protected its financial position and liquidity as evidenced by the following items: the Company managed both operating expense and capital expenditure increases closely, limited discretionary spending, and actively managed its working capital, including supporting its business partners most impacted by the pandemic through extended terms and closely monitoring its customers' solvency and its ability to collect from them. As a result, 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 InMarch 2013 , Crimson and its subsidiaries entered into a$60.0 million revolving credit facility (the "Revolving Credit Facility") withAmerican AgCredit, FLCA , 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 0.15% to 0.25%, rates for the borrowings are priced based on a performance grid tied to certain financial ratios and the London Interbank Offered 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 shareholders and restrictions on certain mergers, consolidations and sales of assets. No amounts have been borrowed under the Revolving Credit Facility to date.
Term Loans
The Company's term loans consist of the following:
(i) OnNovember 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") withAmerican 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 onOctober 1, 2040 . The term loan can be used to fund acquisitions, capital projects and other general corporate purposes. As ofJune 30, 2022 ,$11.8 million in principal was outstanding on the 2015 Term Loan, and unamortized loan fees were less than$0.1 million . (ii) OnJune 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 onJuly 1, 2037 . The term loan can be used to fund acquisitions, capital projects and other general corporate purposes. As ofJune 30, 2022 ,$7.6 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 shareholders, and restrictions on certain investments, the sale of assets, and merging or consolidating with other entities. Borrower was in compliance with all debt covenants as ofJune 30, 2022 . 25
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