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PRE-MKT · 08:40 ET
Market ClerkRecap
Mon Oct 26 · pre-market1 signal today94 insider buys this week · $48.3MCIRO short report next: Oct 31The week ahead

CWGL

Crimson Wine Group, Ltd
OTC · CONSUMER STAPLES · BEVERAGES
4.10
+0.02 +0.49%
USD · close Oct 23
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Work order
59
WATCH · shorts 59
Insiders, 90 days
0
no open-market filings in 90 days
Congress, 90 days
0 / 0
no disclosures naming it
Big money
0 / 15
none of the tracked funds disclose it
Calls on record
0
nobody we score has called it yet
MKT CAP $84.4MP/E 102.5DIV YIELD —FCF YIELD 6.82%REV TTM $72.4M +1.5%NET INCOME $704K +143.6%NET DEBT $25M52W 3.90 – 5.25SEC XBRL · TTM TO Invalid Date

How CWGL rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
46%
of sentences unchanged
Added
284
new sentences
Dropped
250
sentences removed
Length
+1,162
words, now 23,581

New in FY2025

  • Crimson and its subsidiaries were in compliance with all debt covenants as of December 31, 2025.
  • As of December 31, 2025, no amounts had been borrowed under the Revolving Credit Facility.
  • In connection with the asset acquisition on February 9, 2026 as described below, we borrowed an aggregate of $29.0 million under the Revolving Credit Facility.
  • Impact of Raeburn Asset Acquisition on Liquidity and Capital Resources On February 9, 2026, the Company completed the acquisition of the Raeburn Assets from Purple Wine Company for approximately $35.2 million pursuant to the Asset Purchase Agreement.
  • The acquisition of the Raeburn Assets was funded with cash on hand and borrowings under the Revolving Credit Facility in the amount of $29.0 million.
  • As a result of such borrowings, as of February 9, 2026, the remaining available borrowing capacity under the Revolving Credit Facility was approximately $31.0 million.
  • Following this asset acquisition, the Company believes that it has adequate capital resources in the aggregate and cash flows generated from operations to meet its presently anticipated cash requirements for capital expenditures, working capital, debt obligations and other commitments during the next twelve months as well as long-term cash requirements.
  • As of December 31, 2025, $9.6 million in principal was outstanding on the 2015 Term Loan, and unamortized loan fees were less than $0.1 million.
  • As of December 31, 2025, $5.9 million in principal was outstanding on the 2017 Term Loan, and unamortized loan fees were less than $0.1 million.
  • The Company was in compliance with all debt covenants as of December 31, 2025.
  • Consolidated Statements of Cash Flows The following table summarizes the Company’s cash flow activities for the years ended December 31, 2025 and 2024 (in thousands): Net cash provided by (used in): 2025 2024 Operating activities $ 1,419 $ 2,677 Investing activities (363) (906) Financing activities (1,491) (3,518) Cash provided by operating activities Net cash provided by operating activities was $1.4 million in 2025, consisting primarily of $0.6 million of net income adjusted for $12.9 million of non-cash items and $12.1 million of net cash outflows related to changes in operating assets and liabilities.
  • Adjustments for non-cash items primarily consist of depreciation, amortization, loss on the write-down of inventory, goodwill impairment, net loss on disposal of property and equipment, and deferred income taxes.
  • The change in operating assets and liabilities was primarily due to an increase in inventory, accounts receivable, and other current assets and decrease in accounts payable.
  • Net cash provided by operating activities was $2.7 million in 2024, consisting primarily of $0.9 million of net income adjusted for $10.1 million of non-cash items and $8.3 million of net cash outflows related to changes in operating assets and liabilities.
  • Adjustments for non-cash items primarily consist of depreciation, amortization, loss on the write-down of inventory, net loss on disposal of property and equipment, deferred income taxes, along with other offsetting items.
  • Cash used in investing activities Net cash used in investing activities was $0.4 million in 2025, consisting primarily of capital expenditures of $3.9 million partially offset by net redemptions of available for sale investments of $3.5 million.
  • Net cash used in investing activities was $0.9 million in 2024, consisting primarily of capital expenditures of $5.4 million partially offset by net redemptions of available for sale investments of $4.4 million and proceeds from disposals of property and equipment and principal payments received on notes receivable totaling $0.1 million.
  • Cash used in financing activities Net cash used in financing activities was $1.5 million in 2025, consisting of the principal payments on the Company’s 2015 and 2017 Term Loans of $1.1 million and the repurchase of shares of the Company’s common stock at an aggregate purchase price of $0.4 million.
  • Net cash used in financing activities was $3.5 million in 2024, consisting of the repurchase of shares of the Company’s common stock at an aggregate purchase price of $2.4 million and the principal payments on the Company’s 2015 and 2017 Term Loans of $1.1 million.
  • Effective March 21, 2025, upon approval of the Board of Directors, the Company suspended the 2023 Repurchase Program.
  • The 2023 Repurchase Program expires on December 31, 2026.
  • During the twelve months ended December 31, 2025 and prior to the suspension of the 2023 Repurchase Program, the Company repurchased 58,252 shares of its common stock at an average purchase price of $5.92 per share for an aggregate purchase price of $0.3 million.
  • In 2024, the Company repurchased a total of 389,299 shares of its common stock at an average purchase price of $6.02 per share for an aggregate purchase price of $2.4 million.
  • 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 31, 2025.
  • 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 December 31, 2025.
  • Based on this evaluation, the Company’s management concluded that its internal control over financial reporting was effective as of December 31, 2025.
  • For the year ended December 31, 2025, the Company’s independent registered public accounting firm, BPM LLP, was not required to report on the effectiveness of the Company’s internal control over financial reporting due to exemptions allowed to filers with a non-accelerated filer status in accordance with Section 404(a) of the Sarbanes-Oxley Act of 2002.
  • 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 December 31, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
  • Rule 10b5-1 Trading Plans During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined under Item 408(a) of Regulation S-K).
  • As of March 17, 2026, the directors and executive officers of the Company, their ages, the positions with the Company held by each of them, the periods during which they have served in such positions and a summary of their recent business experience is set forth below.
  • Cumming, age 58, was elected as Chairman of the Board of Directors of Crimson in June 2015 after serving as a director of the Company since February 2013.
  • Cumming holds many positions in related fields, including Chairman of Snowbird Holdings LLC, Board Member of the Cumming Foundation, Chairman of Cumming Capital Management, formerly known as American Investment Company, Chairman of Teton Holdings Corporation CCS and U.S.
  • Alvarez-Peters, age 64, was elected as a director of the Company in May 2021.
  • Neikrug, age 56, was elected as a director of the Company in February 2013.
  • Neikrug has extensive managerial and investment experience through the founding, development, and operation of several international ventures, including Goldenhill Ventures, a private investment firm focused on acquiring and building businesses in partnership with management teams; JIR Inc., which developed regional cable television networks throughout Russia; JIRP, a business-to-business internet service provider based in Austria; and M&A Argentina, a private equity investment platform focused on strategic acquisitions and value creation initiatives.
  • Neikrug is a first cousin, once removed, of Joseph S.
  • Rollins, age 51, was elected as a director of the Company on April 25, 2018.
  • He also has managerial and investment experience, including serving on the board of directors for POWDR Corp., IPT LLC (dba PayLock), PMH Investors, LLC, Snowbird Holdings, LLC, City Roasting Company, LLC and Pawtree, LLC.
  • Steinberg, age 82, was elected as a director of the Company in February 2013.
  • Steinberg has represented Jefferies’ investments on several boards including HomeFed Corporation until its merger with Jefferies Financial Group in 2019; HRG Group, Inc.; Spectrum Brands Holdings, Inc.; and Fidelity & Guaranty Life.

and 244 more.

Gone since FY2024

  • Crimson and its subsidiaries were in compliance with all debt covenants as of December 31, 2024.
  • No amounts have been borrowed under the Revolving Credit Facility to date.
  • As of December 31, 2024, $10.2 million in principal was outstanding on the 2015 Term Loan, and unamortized loan fees were less than $0.1 million.
  • As of December 31, 2024, $6.4 million in principal was outstanding on the 2017 Term Loan, and unamortized loan fees were less than $0.1 million.
  • The Company was in compliance with all debt covenants as of December 31, 2024.
  • Consolidated Statements of Cash Flows The following table summarizes the Company’s cash flow activities for the years ended December 31, 2024 and 2023 (in thousands): Net cash provided by (used in): 2024 2023 Operating activities $ 2,677 $ 5,953 Investing activities (906) (5,142) Financing activities (3,518) (3,739) Cash provided by operating activities Net cash provided by operating activities was $2.7 million in 2024, consisting primarily of $0.9 million of net income adjusted for $10.1 million of non-cash items and $8.3 million of net cash outflows related to changes in operating assets and liabilities.
  • Adjustments for non-cash items primarily consist of depreciation, amortization, loss on the write-down of inventory, deferred income taxes, net loss on disposal of property and equipment, along with other offsetting items.
  • Net cash provided by operating activities was $6.0 million in 2023, consisting primarily of $3.1 million of net income adjusted for $10.1 million of non-cash items and $7.2 million of net cash outflows related to changes in operating assets and liabilities.
  • Adjustments for non-cash items primarily consist of depreciation, amortization, loss on the write-down of inventory, deferred income taxes, and stock-based compensation.
  • The change in operating assets and liabilities was primarily due to an increase in inventory, accounts receivable, and other current assets, partially offset by an increase in accounts payable and customer deposits.
  • Cash used in investing activities Net cash used in investing activities was $0.9 million in 2024, consisting primarily of capital expenditures of $5.4 million partially offset by net redemptions of available for sale investments of $4.4 million and proceeds from disposals of property and equipment and principal payments received on notes receivable totaling $0.1 million.
  • Net cash used in investing activities was $5.1 million in 2023, consisting primarily of capital expenditures of $9.0 million, partially offset by net redemptions of available for sale investments of $3.9 million.
  • Cash used in financing activities Net cash used in financing activities was $3.5 million in 2024, consisting of the repurchase of shares of the Company’s common stock at an aggregate purchase price of $2.4 million and the principal payments on the Company’s 2015 and 2017 Term Loans of $1.1 million.
  • Net cash used in financing activities was $3.7 million in 2023, consisting of the repurchase of shares of the Company’s common stock at an aggregate purchase price of $2.6 million and the principal payments on the Company’s 2015 and 2017 Term Loans of $1.1 million.
  • During the twelve months ended December 31, 2024, the Company repurchased 389,299 shares of its common stock at an average purchase price of $ 6.02 per share for an aggregate purchase price of $ 2.4 million.
  • In 2023, the Company repurchased a total of 414,634 shares of its common stock at an average purchase price of $6.25 per share for an aggregate purchase price of $2.6 million.
  • The Company’s share repurchases were funded through cash on hand, and the shares were retired.
  • 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 31, 2024.
  • 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 December 31, 2024.
  • Based on this evaluation, the Company’s management concluded that its internal control over financial reporting was effective as of December 31, 2024.
  • For the year ended December 31, 2024, the Company’s independent registered public accounting firm, BPM LLP, was not required to report on the effectiveness of the Company’s internal control over financial reporting due to exemptions allowed to filers with a non-accelerated filer status in accordance with Section 404(a) of the Sarbanes-Oxley Act of 2002.
  • 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 December 31, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
  • Rule 10b5-1 Trading Plans During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined under Item 408(a) of Regulation S-K).
  • As of March 18, 2025, the directors and executive officers of the Company, their ages, the positions with the Company held by each of them, the periods during which they have served in such positions and a summary of their recent business experience is set forth below.
  • Cumming was elected as Chairman of Crimson in June 2015 after serving as a director of the Company since February 2013.
  • Cumming holds many positions in related fields, including Chairman of Snowbird Holdings LLC, Board Member of the Cumming Foundation, Chairman of Cumming Capital Management, formerly known as American Investment Company, Chairman of Cumming Trust Management and U.S.
  • Alvarez-Peters, age 63, was elected as a director of the Company in May 2021.
  • Carlson, age 68, was elected as a director of the Company in March 2013.
  • Carlson was appointed CEO of Good Idea, Inc. in January 2022.
  • Good Idea produces the first functional beverage clinically proven to boost metabolism, harness natural energy and to help balance blood sugar.
  • In addition, from August 2015 to June 2022, he served as CEO and Chairman of Tommy’s Superfoods, LLC.
  • Carlson was the Executive Vice President and Chief Marketing Officer of NOOK Media LLC, a subsidiary of Barnes & Noble, Inc.
  • Carlson was Managing Partner of Rancho Valencia Resort & Spa, a tennis resort that includes fractional real estate.
  • Carlson was Executive Chairman and Managing Director of Zinio, LLC and VIV Publishing, a digital publishing, retail and distribution platform for magazines, since 2005.
  • Carlson co-founded FIJI Water Company LLC, Inc. in 1996 and served as its Chief Executive Officer from 1996 to 2005.
  • Carlson served as the Senior Vice President and Chief Financial Officer for The Aspen Skiing Company, from 1989 to 1996.
  • Carlson has managerial and investing experience both within and outside the hospitality industry, as well as having been a certified public accountant.
  • Neikrug, age 55, was elected as a director of the Company in February 2013.
  • Neikrug has been the Managing Partner of Goldenhill Ventures, a private investment firm that specializes in buying and building businesses in partnership with management, since June 2011.
  • Neikrug has managerial and investing experience in a broad range of businesses through his founding and operating of JIR Inc., a company involved in the development of regional cable television throughout Russia, JIRP, a business-to-business internet service provider (ISP) based in Austria, and M&A Argentina, a private equity effort in Argentina.

and 210 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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