SEC Info - Duckhorn Portfolio, Inc. - ‘10-K/A’ for 7/31/22

Duckhorn Portfolio, Inc. – ‘10-K/A’ for 7/31/22

Duckhorn Portfolio, Inc. – ‘10-K/A’ for 7/31/22

On: Friday, 12/30/22, at 4:31pm ET · For: 7/31/22 · Accession #: 1193125-22-315457 · File #: 1-40240

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Amendment to Annual Report — Form 10-K

Filing Table of Contents

‘10-K/A’ — Amendment to Annual Report

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Dates Referenced Herein and Documents Incorporated by Reference

3 Subsequent Filings that Reference this Filing

7 Previous Filings that this Filing References

On: Friday, 12/30/22, at 4:31pm ET · For: 7/31/22 · Accession #: 1193125-22-315457 · File #: 1-40240

Amendment to Annual Report — Form 10-KFiling Table of Contents

‘10-K/A’ — Amendment to Annual Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

3 Subsequent Filings that Reference this Filing

7 Previous Filings that this Filing References

Amendment to Annual Report — Form 10-K

Filing Table of Contents

Duckhorn Portfolio, Inc. – ‘10-K/A’ for 7/31/22

On: Friday, 12/30/22, at 4:31pm ET · For: 7/31/22 · Accession #: 1193125-22-315457 · File #: 1-40240

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/30/22 Duckhorn Portfolio, Inc. 10-K/A 7/31/22 16:413K Donnelley … Solutions/FA

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

i 10-K/A

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

For the fiscal year ended i i July 31, i 2022 /

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

For the transition period from

Commission file number

i 001-40240

i The Duckhorn Portfolio, Inc.

(Exact name of registrant as specified in its charter)


i Delaware		i 81-3866305
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

i 1201 Dowdell Lane i Saint Helena, CA i 94574

(Address, including zip code, of Principal Executive Offices)

( i 707)

i 302-2658

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of class	Trading symbol	Name of exchange on which registered
i Common Stock, par value $0.01 per share	i NAPA	i New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. i Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ i No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. i Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). i Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. i ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act). Yes ☐ i No ☒

The aggregate market value of the voting and

non-voting

common stock held by

non-affiliates

of the registrant, based on the last sale price on New York Stock Exchange on January 31, 2022 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $ i 734,185,000.

The registrant had outstanding i 115,184,161 shares of common stock, $0.01 par value per share, as of September 21, 2022.

DOCUMENTS INCORPORATED BY REFERENCE

i Portions of the Definitive Proxy Statement for the registrant’s Fiscal 2023 Annual Meeting of Stockholders to be held on January 20, 2023 are incorporated by reference into Part III, Items

10-14

of this Annual Report on Form

10-K.

Our independent registered public accounting firm is i PricewaterhouseCoopers LLP, i San Francisco, CA, Auditor ID: i 238

EXPLANATORY NOTE

The Duckhorn Portfolio, Inc. (hereinafter referred to as “us,” “we,” or the “Company”) is filing this Amendment No. 1 on Form

10-K/A

(the “First Amendment”) to its Annual Report on Form

10-K

for the fiscal year ended July 31, 2022, which was filed with the Securities and Exchange Commission (“SEC”) on September 28, 2022 (the “Original Report”) solely to amend and restate the Exhibit Index included in Item 15 by adding Exhibits 10.28 and 10.29, which were omitted from the Original Report. Except as described above, no other information in the Original Report has been updated and this First Amendment continues to speak as of the date of the Original Report. Other events occurring after the filing of the Original Report or other disclosure necessary to reflect subsequent events will be addressed in other reports filed with or furnished to the SEC subsequent to the date of the filing of the Original Report.

Item 15. Exhibits and financial statement schedules

(a) The following documents are filed as part of this Annual Report on Form

10-K:

(1) Financial Statements

•

Report of Independent Registered Public Accounting Firm

•

Consolidated Statements of Financial Position as of July 31, 2022 and 2021

•

Consolidated Statements of Operations for the Years Ended July 31, 2022, 2021 and 2020

•

Consolidated Statements of Changes in Equity for the Years Ended July 31, 2022, 2021 and 2020

•

Consolidated Statements of Cash Flows for the Years Ended July 31, 2022, 2021 and 2020

•

Notes to Consolidated Financial Statements

(2) Financial Statements Schedules:

Separate financial schedules have been omitted because such information is inapplicable or is included in the financial statements or notes described above.

(b) Exhibit Listing

The following exhibits are filed as part of this report or filed previously and incorporated by reference to the filing indicated.

Exhibit
no.

Exhibit description

Incorporated by reference

Form

Date

Number

File no.

3.1

Amended and Restated Certificate of Incorporation of The Duckhorn Portfolio, Inc.

8-K

March 2, 2021

3.1

001-40240

This ‘10-K/A’ Filing

Date

Other Filings

1/20/23

DEF 14A, PRE 14A

Filed on:

12/30/22

9/28/22

10-K, 8-K

9/21/22

For Period end:

7/31/22

6/2/22

1/31/22

10/4/21

7/31/21

3/10/21

3/3/21

3/2/21

2/23/21

DRS, DRS/A, S-1

7/31/20

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/27/23 Duckhorn Portfolio, Inc. 10-K 7/31/23 109:11M 4/05/23 Duckhorn Portfolio, Inc. 424B7 2:453K Donnelley … Solutions/FA 4/03/23 Duckhorn Portfolio, Inc. 424B7 1:420K Donnelley … Solutions/FA

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/28/22 Duckhorn Portfolio, Inc. 10-K 7/31/22 102:12M 6/02/22 Duckhorn Portfolio, Inc. 10-Q 4/30/22 77:6.6M 10/04/21 Duckhorn Portfolio, Inc. 10-K 7/31/21 98:10M 3/30/21 Duckhorn Portfolio, Inc. 8-K:1,3,5,9 3/22/21 7:515K Donnelley … Solutions/FA 3/10/21 Duckhorn Portfolio, Inc. S-1/A 11:16M Donnelley … Solutions/FA 3/03/21 Duckhorn Portfolio, Inc. S-1/A 9:13M Donnelley … Solutions/FA 2/23/21 Duckhorn Portfolio, Inc. S-1 17:15M Donnelley … Solutions/FA


3.2	Amended and Restated Bylaws of the Duckhorn Portfolio, Inc.	8-K	March 2, 2021	3.2	001-40240

4.1	Form of Common Stock Certificate	S-1/A	March 2, 2021	4.1	333-253412

4.2	Description of Capital Stock	10-K	October 4, 2021	4.2	001-40240

10.1	Registration Rights Agreement, dated as of March 17, 2021, by and among the Company and each of the other persons from time to time party thereto.	8-K	March 2, 2021	10.1	001-40240

10.2	Stockholders Agreement, dated as of March 17, 2021, by and among the Company and each of the other persons from time to time party thereto.	8-K	March 2, 2021	10.2	001-40240

10.3	The Duckhorn Portfolio, Inc. 2021 Equity Incentive Plan.	8-K	March 2, 2021	10.3	001-40240

10.4	The Duckhorn Portfolio, Inc. 2021 Employee Stock Purchase Plan.	8-K	March 2, 2021	10.4	001-40240

10.5	Form of Director Indemnification Agreement	S-1/A	March 3, 2021	10.3	333-253412

10.6	Form of Non-Statutory Stock Option Agreement under the 2021 Equity Incentive Plan	S-1/A	March 10, 2021	10.5	333-253412

10.7	Form of Restricted Stock Unit Agreement under the 2021 Equity Incentive Plan	S-1/A	March 10, 2021	10.6	333-253412

10.8	First Lien Loan and Security Agreement, dated as of October 14, 2016, among Mallard Intermediate, Inc., Mallard Buyer Corp., Vineyard Acquisition Sub LLC, Heritage Wine, LLC, Bank of the West, ING Capital LLC, American AgCredit, PCA, AgStar Financial Services, PCA/FLCA, City Union National Bank, and MUFG Union Bank, N.A., and the lenders that are parties hereto	S-1/A	February 23, 2021	10.7	333-253412

10.9	Amendment Number One to First Lien Loan and Security Agreement, dated July 28, 2017, entered into by and among Mallard Intermediate, Inc., Mallard Buyer Corp., each other Subsidiary of Mallard Intermediate, Inc., the financial institutions party to the Agreement from time to time as lenders and Bank of the West.	S-1/A	February 23, 2021	10.8	333-253412

10.10	Amendment Number Two to First Lien Loan and Security Agreement, dated as of April 19, 2018, entered into by and among Mallard Intermediate, Inc., Mallard Buyer Corp., each other Subsidiary of Mallard Intermediate, Inc., the Lenders party hereto and Bank of the West	S-1/A	February 23, 2021	10.9	333-253412

10.11	Amendment Number Three to First Lien Loan and Security Agreement, dated as of August 1, 2018, entered into by and among Mallard Intermediate, Inc., Mallard Buyer Corp., each other Subsidiary of Mallard Intermediate, Inc., the Lenders party hereto and Bank of the West	S-1/A	February 23, 2021	10.10	333-253412


10.12	Amendment Number Four to First Lien Loan and Security Agreement, dated as of October 30, 2018, entered into by and among Mallard intermediate, Inc., Mallard Buyer Corp., each other Subsidiary of Mallard Intermediate, Inc., the Lenders party hereto and Bank of the West	S-1/A	February 23, 2021	10.11	333-253412

10.13	Amendment Number Five to First Lien Loan and Security Agreement, dated as of June 7, 2019, entered into by and among Mallard Intermediate, Inc., Mallard Buyer Corp., each other Subsidiary of Mallard Intermediate, Inc., the Lenders party hereto and Bank of the West	S-1/A	February 23, 2021	10.12	333-253412

10.14	Amendment Number Six to First Lien Loan and Security Agreement, dated as of August 17, 2020, entered into by and among Mallard Intermediate, Inc., Mallard Buyer Corp., each other Subsidiary of Mallard Intermediate, Inc. the Lenders party hereto and Bank of the West	S-1/A	February 23, 2021	10.13	333-253412

10.15	Amendment Number Seven to First Lien Loan and Security Agreement, dated as of February 22, 2021, entered into by and among Mallard Intermediate, Inc., Selway Wine Company, Mallard Buyer Corp., each other Subsidiary of Mallard Intermediate, Inc. the Lenders party hereto and Bank of the West	S-1/A	February 23, 2021	10.14	333-253412

10.16	Amended and Restated Employment Agreement between The Duckhorn Portfolio, Inc., Duckhorn Wine Company and Alex Ryan	S-1/A	March 10, 2021	10.15	333-253412

10.17	Amended and Restated Employment Agreement between The Duckhorn Portfolio, Inc., Duckhorn Wine Company and Lori Beaudoin	S-1/A	March 10, 2021	10.16	333-253412

10.18	Amended and Restated Employment Agreement between The Duckhorn Portfolio, Inc., Duckhorn Wine Company and Pete Przybylinski	10-K	October 4, 2021	10.18	001-40240

10.19	Amended and Restated Mallard Holdco, LLC 2016 Equity Incentive Plan	S-1/A	February 23, 2021	10.18	333-253412

10.20	Form of Class M Common Unit Award Agreement under the Amended and Restated Mallard Holdco, LLC 2016 Equity Incentive Plan	S-1/A	February 23, 2021	10.19	333-253412

10.21	The Duckhorn Portfolio, Inc. 2021 Cash Incentive Plan	S-1/A	February 23, 2021	10.22	333-253412

10.22	Non-employee Director Letter Agreement, dated as of February 10, 2017, with Dan Duckhorn	S-1/A	February 23, 2021	10.23	333-253412

10.23	Form of Deferred Compensation Plan	S-1/A	February 23, 2021	10.24	333-253412

10.24	Grape Purchase Agreement, dated as of May 11, 2016, between Duckhorn Wine Company and Alex Ryan	S-1/A	February 23, 2021	10.25	333-253412


The Duckhorn Portfolio, Inc.

By:		/s/ *Alex Ryan*
		Alex Ryan
		President, Chief Executive Officer and Chairman

i Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company