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Related Party Transactions
3 Months Ended
Mar. 31, 2022
Related Party Transactions [Abstract]  
Related Party Transactions and Commitments

The Company did not have any related party receivables or related party liabilities as of March 31, 2022 and June 30, 2021.

The components of related party revenues and expenses are as follows:

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in thousands)

 

March 31, 2022

 

 

March 31, 2021

 

 

March 31, 2022

 

 

March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Warehousing and fulfillment services

 

$

-

 

 

$

166

 

 

$

-

 

 

$

715

 

Storage and bottling of alcoholic beverages

 

 

-

 

 

 

29

 

 

 

-

 

 

 

50

 

Management fees

 

 

-

 

 

 

115

 

 

 

-

 

 

 

388

 

Marketing and distribution

 

 

-

 

 

 

1,625

 

 

 

-

 

 

 

1,625

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Concourse Warehouse lease

 

 

-

 

 

 

-

 

 

 

-

 

 

 

241

 

Swanson lease

 

 

-

 

 

 

163

 

 

 

-

 

 

 

516

 

Z.R. Waverly lease

 

 

-

 

 

 

-

 

 

 

-

 

 

 

66

 

Warehousing and Fulfillment Services Revenues from related parties for warehousing and fulfillment services for the three months ended March 31, 2022 and 2021 were zero and $166.3 thousand, respectively. Revenues from related parties for warehousing and fulfillment services for the nine months ended March 31, 2022 and 2021 were zero and $715.4 thousand, respectively. We did not have any accounts receivable from revenues with related parties for warehousing and fulfillment services at March 31, 2022 and June 30, 2021.

Storage and Bottling of Alcoholic Beverages We have entered into a number of transactions with a related party covering services related to the storage and bottling of alcoholic beverages. We made payments of zero and $28.9 thousand for the three months ended March 31, 2022 and 2021, respectively and payments of zero and $49.6 thousand for the nine months ended March 31, 2022 and 2021, respectively, to the related party.

Management Fees — Prior to July 1, 2021, we provided management, billing and collection services to a related party under a management fee arrangement. For the three months ended March 31, 2022 and 2021, we charged this related party management fees of zero and $114.5 thousand, respectively, for these services. For the nine months ended March 31, 2022 and 2021, we charged this related party management fees of zero and $388.1 thousand, respectively, for these services. We did not owe the related party for amounts collected on the related party's behalf at March 31, 2022 and June 30, 2021.

Marketing and Distribution — On December 31, 2020, the Company entered into a marketing and distribution arrangement with a related party, Kunde. Under the agreement, the related party paid the Company a commission for certain distribution sales. The Company recognized zero and $1.6 million in revenue from the arrangement in the three and nine months ended March 31, 2021 and 2020, respectively.

The Company is engaged in various operating lease arrangements with related parties.

Concourse Warehouse Lease — We lease 15,000 square feet (“sq. ft.”) of office space and 80,000 sq. ft. of warehouse space. We account for this lease as an operating lease. We recognized rent expense paid to Concourse of zero for the three months ended March 31, 2021 and $241.3 thousand for the nine months ended March 31, 2021 related to this lease agreement. Prior to September 2020, the facility was owned by and leased from Concourse LLC, a related party real estate leasing entity that was wholly owned by a shareholder. We have no ownership in Concourse. In September 2020, an independent party purchased the facility from Concourse, LLC and assumed the lease.

Swanson Lease — We leased a property with production space and a tasting room under an operating lease with an entity that is wholly owned by a shareholder. We recognized rent expense of approximately $163.6 thousand for the three months ended March 31, 2021 and $516.6 thousand for the nine months ended March 31, 2021, related to this lease agreement.

Z.R. Waverly Lease — We leased tasting room space under an operating lease with an entity that is wholly owned by a shareholder. We recognized rent expense of zero for the three months ended March 31, 2021 and $65.8 thousand for the nine months ended March 31, 2021, related to this lease agreement. In December 2020, we purchased the Z.R. Waverly leased facility in California from the shareholder for $1.5 million.

Immediate Family Member and Other Business Arrangements We provide at will employment to several family members of officers or directors who provide various sales, marketing and administrative services to us. Payroll and other expenses to these related parties was approximately $90.1 thousand and $69.1 thousand for the three months ended March 31, 2022 and 2021, respectively and $286.5 thousand and $249.9 thousand for the nine months ended March 31, 2022 and 2021, respectively.

 

We pay for sponsorship and marketing services and point of sale marketing materials to unincorporated businesses that are managed by immediate family members of a Company executive officer. For the three months ended March 31, 2022 and 2021, payments related to sponsorship and

marketing services totaled $87.0 thousand and $87.5 thousand, respectively. For the nine months ended March 31, 2022 and 2021, payments related to sponsorship and marketing services totaled $279.0 thousand and $225.0 thousand, respectively.

 

Gem + Jane Asset Acquisition — On February 14, 2022, the Company purchased certain intellectual property pertaining or related to a canned cannabis beverage brand from CannaCraft, Inc. The asset acquisition was a related party transaction. Terry Wheatley, President of VWE, is a member of the board of directors of CannaCraft, Inc., having the authority to establish policies and make decisions. Although members of the board of directors are typically independent from management, members of the board of directors would be considered management based on the definition of management in ASC 850, Related Party Disclosures.