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0001835256FALSE00018352562024-10-072024-10-07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
October 7, 2024
Date of Report (Date of earliest event reported)
TDP_Logo_2-21.jpg
The Duckhorn Portfolio, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-40240
81-3866305
(State or other jurisdiction of incorporation) (Commission File Number)
(IRS Employer Identification No.)
1201 Dowdell Lane
Saint Helena, CA 94574
(Address of principal executive offices) (Zip Code)
(707) 302-2658
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share NAPA New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐

Item 2.02 Results of Operations and Financial Condition.
On October 7, 2024, The Duckhorn Portfolio, Inc. (the “Company”) issued a press release announcing its financial results for its fourth quarter and year ended July 31, 2024. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1, shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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, hereunto duly authorized.
The Duckhorn Portfolio, Inc.
Date: October 7, 2024
By: /s/ S.B.A. Sullivan
Sean Sullivan
Executive Vice President, Chief Strategy and Legal Officer

EX-99.1 2 fy24q4exhibit991.htm EX-99.1 Document
Exhibit 99.1
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The Duckhorn Portfolio Announces Fourth Quarter
and Fiscal Year 2024 Financial Results
Fourth Quarter Net Sales of $107.4 million, an Increase of 7.3%
Fourth Quarter Net Income of $11.3 million; Adjusted Net Income of $20.4 million
Fourth Quarter Adjusted EBITDA of $39.9 million, an Increase of 16.7%
ST. HELENA, CA, October 7, 2024 – (BUSINESS WIRE) – The Duckhorn Portfolio, Inc. (NYSE: NAPA) (the “Company”) today reported its financial results for the three months and fiscal year ended July 31, 2024.
Fourth Quarter 2024 Highlights
▪Net sales were $107.4 million, an increase of $7.3 million, or 7.3%, versus the prior year. Excluding Sonoma-Cutrer, net sales declined $13.9 million or 13.9% versus the prior year, due primarily to the shift in timing of the Kosta Browne Appellation Series release into Q3 in fiscal 2024 from Q4 in fiscal 2023.
▪Gross profit was $51.3 million, a decrease of $4.0 million, or 7.2%, versus the prior year. Gross profit margin was 47.8%, versus 55.2% in the prior year. Excluding Sonoma-Cutrer, gross profit declined $10.8 million or 19.5% and gross profit margin was 51.6%.
▪Adjusted gross profit was $55.0 million, in line with the prior year. Adjusted gross profit margin was 51.2%, versus 55.1% in the prior year. Excluding Sonoma-Cutrer, adjusted gross profit declined $10.3 million or 18.7% and gross profit margin was 52.1%.
▪Net income was $11.3 million, or $0.08 per diluted share, versus $17.8 million, or $0.05 per diluted share, in the prior year. Adjusted net income was $20.4 million, or $0.14 per diluted share, versus $16.7 million, or $0.15 per diluted share, in the prior year.
▪Adjusted EBITDA was $39.9 million, an increase of $5.7 million, or 16.7%, and Adjusted EBITDA margin improved by approximately 300 basis points versus the prior year to a margin of 37.2%.
▪Cash was $10.9 million as of July 31, 2024. The Company’s leverage ratio was 2.0x net debt (net of deferred financing costs), to trailing twelve months adjusted EBITDA.

Fiscal Year 2024 Highlights
▪Net sales were $405.5 million, an increase of $2.8 million, or 0.7%, versus the prior year. Excluding Sonoma-Cutrer, net sales declined $18.4 million or 4.6% versus the prior year.
▪Gross profit was $214.9 million, a decrease of $0.8 million, or 0.4%, versus the prior year. Gross profit margin was 53.0% versus 53.6% for the prior year. Excluding Sonoma-Cutrer, gross profit declined $7.6 million or 3.5% and gross profit margin was 54.2%.
▪Adjusted gross profit was $217.4 million, a decrease of $0.8 million, or 0.4% versus the prior year. Adjusted gross profit margin was 53.6%, versus 53.7% in the prior year. Excluding Sonoma-Cutrer, adjusted gross profit declined $9.3 million or 4.3% and gross profit margin was 53.9%.
▪Net income was $56.0 million, or $0.45 per diluted share, versus $69.3 million, or $0.60 per diluted share, for the prior year. Adjusted net income was $74.8 million, or $0.60 per diluted share, decreasing by $2.5 million, or 3.2%, versus $77.3 million, or $0.67 per diluted share, for the prior year.
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▪Adjusted EBITDA was $155.1 million, an increase of $10.6 million, or 7.3%, versus the prior year. Adjusted EBITDA margin improved by approximately 230 basis points versus the prior year, to a margin of 38.2%.

“We are pleased to conclude fiscal 2024 with a solid fourth quarter performance,” said Deirdre Mahlan, President, CEO and Chairperson. “We meaningfully advanced our strategic agenda in fiscal 2024, delivering strong operating and financial performance against a dynamic backdrop, including the strategic acquisition of Sonoma-Cutrer. We believe the successful integration of this marquee brand, coupled with the continuing execution against our strategic initiatives positions the business for solid growth and profitability into fiscal 2025 and beyond.”
Fourth Quarter and Fiscal Year 2024 Results
Three months ended July 31, Fiscal year ended July 31,
2024 2023 2024 2023
Net sales growth 7.3  % 28.3  % 0.6  % 8.2  %
Volume contribution 23.7  % 10.6  % 3.1  % 5.6  %
Price / mix contribution (16.4) % 17.7  % (2.5) % 2.6  %
Three months ended July 31, Fiscal year ended July 31,
2024 2023 2024 2023
Wholesale – Distributors 78.3  % 65.1  % 69.8  % 67.9  %
Wholesale – California direct to trade 14.8  15.9  16.3  17.1 
DTC 6.9  19.0  13.9  15.0 
Net sales 100.0  % 100.0  % 100.0  % 100.0  %
Fourth Quarter 2024 Financial Information
Net sales were $107.4 million, an increase of $7.3 million, or 7.3%, versus $100.1 million for the prior year. The increase in net sales was driven by 23.7% volume growth with the introduction of our recently acquired Sonoma-Cutrer winery. The negative price/mix contributed 16.4%, as our higher-priced Kosta Browne release shifted to the third quarter versus a fourth quarter release in the prior year. The introduction of Sonoma-Cutrer which is substantially comprised of white varietals which traditionally sell at a lower price point than red varietals also impacted the price/mix contributed for the quarter.
Gross profit was $51.3 million, a decrease of $4.0 million, or 7.2%, versus the prior year. Gross profit margin was 47.8%, declining 740 basis points versus the prior year. Adjusted gross profit which excludes approximately $3.3 million in purchase accounting adjustments from inventory acquired in the acquisition of Sonoma-Cutrer was $55.0 million, approximately in line with the prior year. Adjusted gross profit margin was 51.2% declining 390 basis points versus the prior year, as a result of the shift in timing of the release of higher-margin Kosta Browne to the third quarter of fiscal 2024. A return to more normalized trade spend also contributed to a reduction in gross margin versus the prior year.
Total selling, general and administrative expenses were $30.6 million, an increase of $0.2 million, or 0.7%, versus $30.4 million in the prior year. As a percentage of net sales, SG&A declined 190 basis points due to active operating expense management.
Net income was $11.3 million, or $0.08 per diluted share, versus $17.8 million, or $0.05 per diluted share, in the prior year. Adjusted net income was $20.4 million, or $0.14 per diluted share, versus $16.7 million, or $0.15 per diluted share, in the prior year.
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Adjusted EBITDA was $39.9 million, an increase of $5.7 million, or 16.7%, versus $34.2 million in the prior year. Adjusted EBITDA margin improved 300 basis points versus the prior year. The increase was driven by higher net sales and profitability, partially offset by higher cost of goods sold.
Conference Call and Webcast
The Company will no longer host its earnings conference call and webcast previously scheduled for today, Monday, October 7, 2024, at 4:30 p.m. EST.
About The Duckhorn Portfolio, Inc.
The Duckhorn Portfolio is North America’s premier luxury wine company, with eleven wineries, ten state-of-the-art winemaking facilities, eight tasting rooms and over 2,200 coveted acres of vineyards spanning 38 Estate properties. Established in 1976, when vintners Dan and Margaret Duckhorn founded Napa Valley’s Duckhorn Vineyards, today, our portfolio features some of North America’s most revered wineries, including Duckhorn Vineyards, Decoy, Sonoma-Cutrer, Kosta Browne, Goldeneye, Paraduxx, Calera, Migration, Postmark, Canvasback and Greenwing. Sourcing grapes from our own Estate vineyards and fine growers in Napa Valley, Sonoma County, Anderson Valley, California’s North and Central coasts, Oregon and Washington State, we offer a curated and comprehensive portfolio of acclaimed luxury wines with price points ranging from $20 to $230 across more than 15 varietals. Our wines are available throughout the United States, on five continents, and in more than 50 countries around the world. To learn more, visit us at: https://www.duckhornportfolio.com/. Investors can access information on our investor relations website at: https://ir.duckhorn.com.
Use of Non-GAAP Financial Information
In addition to the Company’s results, which are determined in accordance with generally accepted accounting principles in the United States (“GAAP”), the Company believes the following non-GAAP measures presented in this press release and discussed on the related teleconference call are useful in evaluating its operating performance: adjusted gross profit, adjusted selling, general and administrative expenses, adjusted EBITDA, adjusted net income and adjusted EPS. Certain of these non-GAAP measures exclude depreciation and amortization, non-cash equity-based compensation expense, purchase accounting adjustments, impairment losses, inventory write-downs, changes in the fair value of derivatives, and certain other items, net of the tax effects of all such adjustments, which are not related to the Company’s core operating performance. The Company believes that these non-GAAP financial measures are provided to enhance the reader’s understanding of our past financial performance and our prospects for the future. The Company’s management team uses these non-GAAP financial measures to evaluate business performance in comparison to budgets, forecasts and prior period financial results. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies. A reconciliation is provided herein for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Readers are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.
Forward-Looking Statements
This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,”
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“estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including statements regarding the timing or nature of future operating or financial performance or other events. For example, all statements The Duckhorn Portfolio makes relating to its estimated and projected financial results or its plans and objectives for future operations, growth initiatives or strategies are forward-looking statements. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the Company’s ability to manage the growth of its business; the Company’s reliance on its brand name, reputation and product quality; the effectiveness of the Company’s marketing and advertising programs, including the consumer reception of the launch and expansion of our product offerings; general competitive conditions, including actions the Company’s competitors may take to grow their businesses; overall decline in the health of the economy and the impact of inflation on consumer discretionary spending and consumer demand for wine; the occurrence of severe weather events (including fires, floods and earthquakes), catastrophic health events, natural or man-made disasters, social and political conditions, war or civil unrest; risks associated with disruptions in the Company’s supply chain for grapes and raw and processed materials, including corks, glass bottles, barrels, winemaking additives and agents, water and other supplies; risks associated with the disruption of the delivery of the Company’s wine to customers; disrupted or delayed service by the distributors and government agencies the Company relies on for the distribution of its wines outside of California; the Company’s ability to successfully execute its growth strategy; risks associated with our acquisition of Sonoma-Cutrer Vineyards, Inc.; decreases in the Company’s wine score ratings by wine rating organizations; quarterly and seasonal fluctuations in the Company’s operating results; the Company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors; the Company’s ability to protect its trademarks and other intellectual property rights, including its brand and reputation; the Company’s ability to comply with laws and regulations affecting its business, including those relating to the manufacture, sale and distribution of wine; the risks associated with the legislative, judicial, accounting, regulatory, political and economic risks and conditions specific to both domestic and to international markets; claims, demands and lawsuits to which the Company is, and may in the future, be subject and the risk that its insurance or indemnities coverage may not be sufficient; the Company’s ability to operate, update or implement its IT systems; the Company’s ability to successfully pursue strategic acquisitions and integrate acquired businesses; the Company’s potential ability to obtain additional financing when and if needed; the Company’s substantial indebtedness and its ability to maintain compliance with restrictive covenants in the documents governing such indebtedness; the Company’s largest shareholders’ significant influence over the Company; the potential liquidity and trading of the Company’s securities; the future trading prices of the Company’s common stock and the impact of securities analysts’ reports on these prices; and the risks identified in the Company’s other filings with the SEC. The Company cautions investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read the Company’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements. The Company’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
Contacts
Investor Contact
Ben Avenia-Tapper
ir@duckhorn.com
707-339-9232
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Media Contact
Jessica Liddell, ICR
DuckhornPR@icrinc.com
203-682-8200

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THE DUCKHORN PORTFOLIO, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except shares and per share data)
July 31, 2024 July 31, 2023
ASSETS
Current assets:
Cash $ 10,872  $ 6,353 
Accounts receivable trade, net 52,262  48,706 
Due from related party 10,845  — 
Inventories 448,967  322,227 
Prepaid expenses and other current assets 14,594  10,244 
Total current assets 537,540  387,530 
Property and equipment, net 568,457  323,530 
Operating lease right-of-use assets 27,130  20,376 
Intangible assets, net 192,467  184,227 
Goodwill 483,879  425,209 
Other assets 7,555  6,810 
Total assets $ 1,817,028  $ 1,347,682 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 5,774  $ 4,829 
Accrued expenses 34,164  38,246 
Accrued compensation 11,386  16,460 
Current operating lease liabilities 2,869  3,787 
Current maturities of long-term debt 9,721  9,721 
Due to related party 1,714  — 
Other current liabilities 1,116  1,417 
Total current liabilities 66,744  74,460 
Revolving line of credit, net 101,000  13,000 
Long-term debt, net of current maturities and debt issuance costs 200,734  210,619 
Operating lease liabilities 24,286  16,534 
Deferred income taxes 151,104  90,216 
Other liabilities 705  445 
Total liabilities 544,573  405,274 
Stockholders’ equity:
Common stock, $0.01 par value; 500,000,000 shares authorized; 147,073,614 and 115,316,308 issued and outstanding at July 31, 2024, and July 31, 2023, respectively 1,471  1,153 
Additional paid-in capital 1,011,265  737,557 
Retained earnings 259,135  203,122 
Total The Duckhorn Portfolio, Inc. stockholders’ equity 1,271,871  941,832 
Non-controlling interest 584  576 
Total stockholders’ equity 1,272,455  942,408 
Total liabilities and stockholders’ equity $ 1,817,028  $ 1,347,682 
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THE DUCKHORN PORTFOLIO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except shares and per share data)
Three months ended July 31, Fiscal year ended July 31,
2024 2023 2024 2023
Sales $ 108,965  $ 101,362  $ 410,966  $ 408,442 
Excise tax 1,570  1,267  5,485  5,446 
Net sales 107,395  100,095  405,481  402,996 
Cost of sales 56,083  44,813  190,555  187,307 
Gross profit 51,312  55,282  214,926  215,689 
Selling, general and administrative expenses 30,614  30,404  120,083  109,711 
Income from operations 20,698  24,878  94,843  105,978 
Interest expense 5,068  3,882  18,103  11,721 
Other expense (income), net 2,087  (3,597) (84) (212)
Total other expenses, net 7,155  285  18,019  11,509 
Income before income taxes 13,543  24,593  76,824  94,469 
Income tax expense 2,247  6,825  20,803  25,183 
Net income 11,296  17,768  56,021  69,286 
Net loss (income) attributable to non-controlling interest
—  (8) 12 
Net income attributable to The Duckhorn Portfolio, Inc. $ 11,296  $ 17,769  $ 56,013  $ 69,298 
Earnings per share of common stock:
Basic $0.08 $0.15 $0.45 $0.60
Diluted $0.08 $0.15 $0.45 $0.60
Weighted average shares of common stock outstanding:
Basic 147,060,134 115,173,211 123,436,717 115,233,324
Diluted 147,077,828 115,376,739 123,549,109 115,407,624
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THE DUCKHORN PORTFOLIO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Fiscal year ended July 31,
2024 2023
Cash flows from operating activities
Net income $ 56,021  $ 69,286 
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes 30  (267)
Depreciation and amortization 37,168  27,768 
Loss on disposal of assets
981  157 
Change in fair value of derivatives 716  34 
Amortization of debt issuance costs 775  975 
Impairment loss
1,200  — 
Equity-based compensation 7,319  6,290 
Inventory reserve adjustments 479  722 
Change in operating assets and liabilities; net of acquisition:
Accounts receivable trade, net (3,554) (11,679)
Due from related party
(10,845) — 
Inventories (61,863) (33,894)
Prepaid expenses and other current assets (2,773) 2,281 
Other assets (1,810) (917)
Accounts payable (1,239) 1,549 
Accrued expenses (11,143) 7,002 
Accrued compensation (5,350) 3,567 
Deferred revenue 13  (6)
Due to related party
1,714  — 
Other current and non-current liabilities (3,679) (2,776)
Net cash provided by operating activities 4,160  70,092 
Cash flows from investing activities
Purchases of property and equipment (27,967) (72,843)
Proceeds from sales of property and equipment 307  271 
Acquisition of business, net of cash acquired (49,614) — 
Net cash used in investing activities (77,274) (72,572)
Cash flows from financing activities
Payments under line of credit (47,000) (121,000)
Borrowings under line of credit 135,000  24,000 
Issuance of long-term debt —  225,833 
Payments of long-term debt (10,000) (120,166)
Proceeds from employee stock purchase plan 247  350 
Taxes paid related to net share settlement of equity awards (496) (680)
Payment of equity issuance costs (118) — 
Debt issuance costs —  (2,671)
Net cash provided by financing activities
77,633  5,666 
Net increase in cash
4,519  3,186 
Cash - Beginning of year 6,353  3,167 
Cash - End of year $ 10,872  $ 6,353 
Supplemental cash flow information
Interest paid, net of amount capitalized $ 18,273  $ 10,393 
Income taxes paid $ 34,110  $ 11,562 
Non-cash investing and financing activities
Property and equipment additions in accounts payable and accrued expenses $ 8,547  $ 3,360 
Consideration payable for the acquisition of Sonoma-Cutrer in due to related party $ 1,342  $ — 
Value of shares issued related to the acquisition of Sonoma-Cutrer $ 267,072  $ — 
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THE DUCKHORN PORTFOLIO, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted gross profit, adjusted selling, general and administrative expenses, adjusted net income, adjusted EBITDA and adjusted EPS, collectively referred to as “Non-GAAP Financial Measures,” are commonly used in the Company’s industry and should not be construed as an alternative to net income or earnings per share as indicators of operating performance (as determined in accordance with GAAP). These Non-GAAP Financial Measures may not be comparable to similarly titled measures reported by other companies. The Company has included these Non-GAAP Financial Measures because it believes the measures provide management and investors with additional information to evaluate business performance in comparison to budgets, forecasts and prior year financial results.
Non-GAAP Financial Measures are adjusted to exclude certain items that affect comparability. The adjustments are itemized in the tables below. You are encouraged to evaluate these adjustments and the reason the Company considers them appropriate for supplemental analysis. In evaluating adjustments, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments set forth below. The presentation of Non-GAAP Financial Measures should not be construed as an inference that future results will be unaffected by unusual or recurring items.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that the Company calculates as net income before interest, taxes, depreciation and amortization, non-cash equity-based compensation expense, purchase accounting adjustments, transaction expenses, acquisition integration expenses, changes in the fair value of derivatives and certain other items which are not related to our core operating performance. Adjusted EBITDA is a key performance measure the Company uses in evaluating its operational results. The Company believes adjusted EBITDA is a helpful measure to provide investors an understanding of how management regularly monitors the Company’s core operating performance, as well as how management makes operational and strategic decisions in allocating resources. The Company believes adjusted EBITDA also provides management and investors consistency and comparability with the Company’s past financial performance and facilitates period to period comparisons of operations, as it eliminates the effects of certain variations unrelated to its overall performance.
Adjusted EBITDA has certain limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. Some of these limitations include:
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•adjusted EBITDA does not reflect changes in, or cash requirements for, the Company’s working capital needs;
•adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on the Company’s debt;
•adjusted EBITDA does not reflect income tax payments that may represent a reduction in cash available to the Company; and
•other companies, including companies in the Company’s industry, may calculate adjusted EBITDA differently, which reduce their usefulness as comparative measures.
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Because of these limitations, you should consider adjusted EBITDA alongside other financial performance measures, including net income and the Company’s other GAAP results. In evaluating adjusted EBITDA, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments in this presentation. The Company’s presentation of adjusted EBITDA should not be construed as an inference that the Company’s future results will be unaffected by the types of items excluded from the calculation of adjusted EBITDA.
Adjusted Gross Profit
Adjusted gross profit is a non-GAAP financial measure that the Company calculates as gross profit excluding the impact of purchase accounting adjustments (including depreciation and amortization related to purchase accounting), non-cash equity-based compensation expense, and certain inventory charges. We believe adjusted gross profit is a useful measure to us and our investors to assist in evaluating our operating performance because it provides consistency and direct comparability with our past financial performance between fiscal periods, as the metric eliminates the effects of non-cash or other expenses unrelated to our core operating performance that would result in fluctuations in a given metric for reasons unrelated to overall continuing operating performance. Adjusted gross profit should not be considered a substitute for gross profit or any other measure of financial performance reported in accordance with GAAP.
Adjusted Net Income and Adjusted Selling, General and Administrative Expenses
Adjusted net income is a non-GAAP financial measure that the Company calculates as net income excluding the impact of non-cash equity-based compensation expense, purchase accounting adjustments, transaction expenses, acquisition integration expenses, changes in the fair value of derivatives and certain other items unrelated to core operating performance, as well as the estimated income tax impacts of all such adjustments included in this non-GAAP performance measure. We believe adjusted net income assists us and our investors in evaluating our performance period-over-period. In calculating adjusted net income, we also calculate the following non-GAAP financial measures which adjust each GAAP-based financial measure for the relevant portion of each adjustment to reach adjusted net income:
•Adjusted SG&A – calculated as selling, general, and administrative expenses excluding the impacts of purchase accounting, transaction expenses, acquisition integration expenses, equity-based compensation; and
•Adjusted income tax – calculated as the tax effect of all adjustments to reach adjusted net income based on the applicable blended statutory tax rate for the period.
Adjusted net income should not be considered a substitute for net income or any other measure of financial performance reported in accordance with GAAP.
Adjusted EPS
Adjusted EPS is a non-GAAP financial measure that the Company calculates as adjusted net income divided by diluted share count for the applicable period. We believe adjusted EPS is useful to us and our investors because it improves the comparability of results of operations from period to period. Adjusted EPS should not be considered a substitute for net income per share or any other measure of financial performance reported in accordance with GAAP.
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THE DUCKHORN PORTFOLIO, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited, in thousands, except per share data)
Three months ended July 31, 2024
Net
sales
Gross
profit
SG&A Adjusted EBITDA Income
tax
Net
income
Diluted
EPS
GAAP results $ 107,395  $ 51,312  $ 30,614  $ 11,296  $ 2,247  $ 11,296  $ 0.08 
   Percentage of net sales
47.8  % 28.5  % 10.5  %
Interest expense


5,068 
Income tax expense


2,247 
Depreciation and amortization expense

143  (1,902)

10,470 
EBITDA $ 29,081 
Purchase accounting adjustments

3,320 

3,320  551  2,769  0.02 
Transaction expenses

(739)

739  56  683  — 
Acquisition integration costs (307) 307  51  256  — 
Change in fair value of derivatives 2,433  404  2,029  0.01 
Equity-based compensation

226  (1,894)

2,120  328  1,792  0.01 
Impairment loss

(1,200)

1,200  199  1,001  0.01 
Loss on property and equipment (710) 710  118  592  — 
Non-GAAP results $ 107,395 $ 55,001  $ 23,862  $ 39,910  $ 3,954  $ 20,418  $ 0.14 
   Percentage of net sales
51.2  % 22.2  % 37.2  %
Three months ended July 31, 2023
Net
sales
Gross
profit
SG&A Adjusted EBITDA Income
tax
Net
income
Diluted
EPS
GAAP results $ 100,095  $ 55,282  $ 30,404  $ 17,769  $ 6,825  $ 17,769  $ 0.15 
   Percentage of net sales
55.2  % 30.4  % 17.8%
Interest expense


3,882
Income tax expense


6,825
Depreciation and amortization expense

114  (2,105)

7,240
EBITDA $ 35,716
Purchase accounting adjustments

19 

19  14  — 
Transaction expenses (256) 256  71  185  — 
Change in fair value of derivatives


(2,909) (807) (2,102) (0.02)
Equity-based compensation

140  (1,212)

1,352  321  1,031  0.01 
Lease income, net (364) (364) (141) (223) (62) (161) — 
Non-GAAP results $ 99,731 $ 55,191  $ 26,690  $ 34,211 $ 6,353  $ 16,736  $ 0.15 
   Percentage of net sales
55.1  % 26.7  % 34.2  %
Note: Sum of individual amounts may not recalculate due to rounding.

11


THE DUCKHORN PORTFOLIO, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited, in thousands, except per share data)
Fiscal year ended July 31, 2024
Net
sales
Gross
profit
SG&A Adjusted EBITDA Income
tax
Net
income
Diluted
EPS
GAAP results $ 405,481  $ 214,926  $ 120,083  $ 56,013  $ 20,803  $ 56,013  $ 0.45 
   Percentage of net sales
53.0  % 29.6  % 13.8  %
Interest expense
18,103 
Income tax expense
20,803 
Depreciation and amortization expense
469  (10,463) 37,168 
EBITDA $ 132,087 
Purchase accounting adjustments 3,379  3,379  915  2,464  0.02 
Transaction expenses (9,963) 9,963  834  9,129  0.07 
Acquisition integration costs (923) 923  250  673  0.01 
Change in fair value of derivatives 716  194  522  — 
Equity-based compensation 806  (5,614) 6,420  1,589  4,831  0.04 
Impairment loss
(1,200) 1,200  325  875  0.01 
Loss on property and equipment (710) 710  192  518  — 
Lease income, net (2,176) (2,176) (1,862) (314) (85) (229) — 
Non-GAAP results $ 403,305  $ 217,404  $ 89,348  $ 155,084  $ 25,017  $ 74,796  $ 0.60 
   Percentage of net sales
53.6  % 22.0  % 38.2  %
Fiscal year ended July 31, 2023
Net
sales
Gross
profit
SG&A Adjusted EBITDA Income
tax
Net
income
Diluted
EPS
GAAP results $ 402,996  $ 215,689  $ 109,711  $ 69,298  $ 25,183  $ 69,298  $ 0.60 
   Percentage of net sales
53.5  % 27.2  % 17.2  %
Interest expense
11,721 
Income tax expense
25,183 
Depreciation and amortization expense
476  (7,815) 27,768 
EBITDA $ 133,970 
Purchase accounting adjustments 350  350  93  257  — 
Transaction expenses (4,051) 4,051  982  3,069  0.03 
Change in fair value of derivatives 34  25  — 
Equity-based compensation 420 

(5,042)

5,462  1,299  4,163  0.04 
Debt refinancing costs


865  231  634  0.01 
Lease income, net (364) (364) (141) (223) (59) (164) — 
Non-GAAP results $ 402,632  $ 216,571 $ 92,662 $ 144,509 $ 27,738  $ 77,282  $ 0.67 
   Percentage of net sales
53.7  % 23.0  % 35.9  %

Note: Sum of individual amounts may not recalculate due to rounding.
12