Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 12, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 | ||
Entity Registrant Name | Crimson Wine Group, Ltd | ||
Entity Central Index Key | 1562151 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 24,458,368 | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $180,504,000 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $13,274 | $13,269 |
Investments available for sale | 15,711 | 10,470 |
Accounts receivable, net | 5,784 | 5,144 |
Inventory | 49,593 | 44,293 |
Other current assets | 894 | 1,055 |
Deferred tax asset, current | 3,184 | 3,000 |
Total current assets | 88,440 | 77,231 |
Property and equipment, net | 108,707 | 109,036 |
Goodwill | 1,053 | 1,053 |
Intangible assets and other non-current assets | 17,300 | 18,820 |
Total assets | 215,500 | 206,140 |
Current liabilities: | ||
Accounts payable | 4,342 | 3,896 |
Accrued compensation related expenses | 1,979 | 2,061 |
Other accrued expenses | 1,266 | 1,226 |
Customer deposits | 403 | 328 |
Total current liabilities | 7,990 | 7,511 |
Deferred rent, non-current | 123 | |
Deferred tax liability, non-current | 4,267 | 500 |
Total non-current liabilities | 4,390 | 500 |
Total liabilities | 12,380 | 8,011 |
EQUITY | ||
Common shares, par value $0.01 per share, authorized 150,000,000 shares; 24,458,368 issued and outstanding | 245 | 245 |
Additional paid-in capital | 277,520 | 277,520 |
Accumulated other comprehensive loss | -39 | -30 |
Accumulated deficit | -74,606 | -79,606 |
Total equity | 203,120 | 198,129 |
Total liabilities and equity | $215,500 | $206,140 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 25, 2013 |
Consolidated Balance Sheets [Abstract] | |||
Common shares, par value | $0.01 | $0.01 | $0.01 |
Common shares, authorized | 150,000,000 | 150,000,000 | 150,000,000 |
Common shares, shares issued | 24,458,368 | 24,458,368 | 24,458,368 |
Common shares, shares outstanding | 24,458,368 | 24,458,368 | 24,458,368 |
Consolidated_Income_Statements
Consolidated Income Statements (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Consolidated Statements Of Operations [Abstract] | |||
Net sales | $58,114 | $56,472 | $48,774 |
Cost of sales | 27,170 | 29,685 | 24,684 |
Gross profit | 30,944 | 26,787 | 24,090 |
Operating expenses: | |||
Sales and marketing | 13,227 | 12,807 | 11,452 |
General and administrative | 10,240 | 9,172 | 7,273 |
Administrative service fees paid to Leucadia National Corporation | 9 | 98 | |
Total operating expenses | 23,476 | 22,077 | 18,725 |
Net (gain)/ loss on disposals of property and equipment | -1,553 | -649 | 262 |
Income from operations | 9,021 | 5,359 | 5,103 |
Other income (expense): | |||
Interest expense | -152 | -901 | -5,192 |
Other income (expense), net | -8 | 315 | 311 |
Total other income (expense), net | -160 | -586 | -4,881 |
Income before income taxes | 8,861 | 4,773 | 222 |
Income tax provision | 3,861 | -2,335 | 11 |
Net income | $5,000 | $7,108 | $211 |
Basic and fully diluted weighted-average shares outstanding | 24,458 | 24,458 | 24,458 |
Basic and fully diluted earnings per share | $0.20 | $0.29 | $0.01 |
Consolidated_Statements_Of_Com
Consolidated Statements Of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Consolidated Statements Of Comprehensive Income [Abstract] | |||
Net income | $5,000 | $7,108 | $211 |
Other comprehensive income (loss): | |||
Net unrealized holding losses on investments arising during the period, net of tax | -9 | -30 | |
Comprehensive income | $4,991 | $7,078 | $211 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Net cash flows from operating activities: | |||
Net income | $5,000,000 | $7,108,000 | $211,000 |
Adjustments to reconcile net income to net cash provided by operations: | |||
Depreciation and amortization of property and equipment | 5,555,000 | 5,343,000 | 5,444,000 |
Amortization of intangible assets | 1,514,000 | 1,514,000 | 1,514,000 |
Leucadia National Corporation and its affiliates interest expense added to principal | 572,000 | 3,823,000 | |
Loss on write-down of inventory | 517,000 | 0 | 50,000 |
Provision for doubtful accounts | 4,000 | 3,000 | 21,000 |
Net (gain)/loss related to disposals of property and equipment | -1,553,000 | -649,000 | 262,000 |
Deferred rent | 123,000 | ||
Decrease in net deferred tax asset valuation allowance | -265,000 | -2,500,000 | |
Provision for deferred income taxes | 3,848,000 | ||
Net change in: | |||
Accounts receivable | -644,000 | -646,000 | 84,000 |
Inventory | -5,817,000 | -1,232,000 | -4,105,000 |
Other current assets | 161,000 | -183,000 | -193,000 |
Other non-current assets | 6,000 | -309,000 | |
Accounts payable and expense accruals | 576,000 | 1,177,000 | -39,000 |
Customer deposits | 75,000 | 99,000 | -99,000 |
Income taxes payable | -172,000 | 36,000 | 9,000 |
Net cash provided by operating activities | 8,928,000 | 10,333,000 | 6,982,000 |
Net cash flows from investing activities: | |||
Purchase of investments available for sale | -9,500,000 | -10,500,000 | |
Redemptions of investments available for sale | 4,250,000 | ||
Acquisition of property and equipment | -7,664,000 | -6,534,000 | -3,946,000 |
Proceeds from disposals of property and equipment | 3,991,000 | 1,791,000 | 37,000 |
Net cash used for investing activities | -8,923,000 | -15,243,000 | -3,909,000 |
Net cash flows from financing activities: | |||
Reduction of debt | -1,700,000 | -3,000,000 | |
Capital contribution by Leucadia National Corporation | 14,175,000 | ||
Net cash provided by (used for) financing activities | 12,475,000 | -3,000,000 | |
Net increase in cash and cash equivalents | 5,000 | 7,565,000 | 73,000 |
Cash and cash equivalents at January 1 | 13,269,000 | 5,704,000 | 5,631,000 |
Cash and cash equivalents at December 31 | 13,274,000 | 13,269,000 | 5,704,000 |
Supplemental disclosure of cash flow information: | |||
Interest | 152,000 | 240,000 | 1,500,000 |
Income taxes | 448,000 | 129,000 | 1,000 |
Non-cash financing activity: | |||
Conversion of accrued interest to long-term debt | 572,000 | 3,823,000 | |
Conversion of due to Leucadia National Corporation to equity | 151,043,000 | ||
Unrealized holding losses on investments | ($9,000) | ($30,000) |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Changes In Equity (USD $) | Common Shares $0.01 Par Value [Member] | Additional Paid-In-Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
In Thousands | |||||
Balance, at Dec. 31, 2011 | $245 | $112,302 | ($86,925) | $25,622 | |
Net income | 211 | 211 | |||
Balance, at Dec. 31, 2012 | 245 | 112,302 | -86,714 | 25,833 | |
Net income | 7,108 | 7,108 | |||
Other comprehensive loss | -30 | -30 | |||
Cash capital contribution upon spin-off | 14,175 | 14,175 | |||
Debt conversion to equity upon spin-off | 151,043 | 151,043 | |||
Balance, at Dec. 31, 2013 | 245 | 277,520 | -30 | -79,606 | 198,129 |
Net income | 5,000 | 5,000 | |||
Other comprehensive loss | -9 | -9 | |||
Balance, at Dec. 31, 2014 | $245 | $277,520 | ($39) | ($74,606) | $203,120 |
Explanatory_Note
Explanatory Note | 12 Months Ended | |
Dec. 31, 2014 | ||
Explanatory Note [Abstract] | ||
Explanatory Note | ||
1. | Explanatory Note: | |
Crimson Wine Group, Ltd. (“Crimson”) is a Delaware corporation that has been operating since 1991. As used herein, the term “Company” refers to Crimson and its wholly-owned subsidiaries, except as the context may otherwise require. Prior to February 25, 2013, Crimson was a wholly-owned subsidiary of Leucadia National Corporation (“Leucadia”). On February 1, 2013, Leucadia declared a pro rata dividend of all of the outstanding shares of Crimson’s common stock in a manner that was structured to qualify as a tax-free spin-off for U.S. federal income tax purposes (the “Distribution”). Leucadia’s common shareholders received one share of Crimson common stock for every ten common shares of Leucadia (24,458,368 Crimson common shares in the aggregate), with cash in lieu of fractional shares, on February 25, 2013. The consolidated financial statements and notes thereto give retroactive effect to the Distribution for all periods presented. | ||
Crimson qualifies as an “emerging growth company” as defined in the JOBS Act. An emerging growth company is defined as a company with total annual gross revenues of less than $1 billion in its most recently completed fiscal year. An emerging growth company will retain such status until the earliest of: (1) the last day of the fiscal year of the emerging growth company following the fifth anniversary of the date it first sold securities pursuant to an effective registration statement under the Securities Act of 1933; (2) the last day of the fiscal year in which the emerging growth company first had total annual gross revenues of $1 billion or more (indexed pursuant to the JOBS Act); (3) the date on which the emerging growth company is deemed to be a “large accelerated filer” as defined in Exchange Act Rule 12b-2 (i.e., an SEC registered company with a public float of at least $700 million that satisfies other tests); or (4) the date on which the emerging growth company has, within the previous three years, issued more than $1 billion of nonconvertible debt. Crimson has elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. This election is irrevocable. | ||
Nature_Of_Operations
Nature Of Operations | 12 Months Ended | |
Dec. 31, 2014 | ||
Nature Of Operations [Abstract] | ||
Nature Of Operations | ||
2. | Nature of Operations: | |
The Company is in the business of producing and selling ultra premium and luxury wines (i.e., wines that retail for $14 to $25 and over $25 per 750ml bottle, respectively). Crimson is headquartered in Napa, California and through its wholly-owned subsidiaries owns four wineries: Pine Ridge Vineyards, Archery Summit, Chamisal Vineyards and Seghesio Family Vineyards. Pine Ridge was acquired in 1991 and has been conducting operations since 1978, Crimson started Archery Summit in 1993, Chamisal Vineyards was acquired in 2008 and has been conducting operations since 1973, and Seghesio Family Vineyards was acquired in 2011 and has been conducting operations since 1895. Additionally, in 2005 and 2006 Crimson acquired Double Canyon vineyard land in the Horse Heaven Hills of Washington’s Columbia Valley. Since 2010, Double Canyon has produced wines in a third party custom crush facility. References to cases of wine herein refer to nine-liter equivalent cases. | ||
Pine Ridge Vineyards owns 158 acres and controls through leasing arrangements an additional 18 acres of estate vineyards in five Napa Valley appellations – Stags Leap District, Rutherford, Oakville, Carneros and Howell Mountain. Approximately 165 acres are currently planted and producing grapes. Archery Summit owns 103 acres and controls through leasing arrangements an additional 17 acres of estate vineyards in the Willamette Valley, Oregon. Approximately 113 acres are currently planted and producing grapes. Chamisal Vineyards owns 98 acres of vineyards in the Edna Valley, California, of which 80 acres are currently planted and producing grapes. Seghesio Family Vineyards owns 316 acres of vineyards in two Sonoma County appellations, the Alexander Valley and Russian River Valley, of which approximately 307 are currently planted and producing grapes. This reflects approximately 21 acres acquired with the Montafi Ranch Vineyard. Double Canyon Vineyards owns 185 plantable acres of vineyards in the Horse Heaven Hills of Washington, of which 88 acres are currently planted and producing grapes, following the sale of 307 acres in May 2014, 285 of which were plantable. | ||
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Significant Accounting Policies [Abstract] | ||
Significant Accounting Policies | ||
3. | Significant Accounting Policies: | |
(a) Critical Accounting Estimates: The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these financial statements requires the Company to make estimates and assumptions that affect the reported amounts in the financial statements and disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates all of these estimates and assumptions. The following areas have been identified as critical accounting estimates because they have the potential to have a significant impact on the Company's financial statements, and because they are based on assumptions which are used in the accounting records to reflect, at a specific point in time, events whose ultimate outcome won’t be known until a later date. Actual results could differ from these estimates. | ||
Inventory - Inventories are stated at the lower of cost or market, with cost being determined on the first-in, first-out method. Costs associated with winemaking, and other costs associated with the manufacturing of products for resale, are recorded as inventory. In accordance with general practice within the wine industry, wine inventories are included in current assets, although a portion of such inventories may be aged for periods longer than one year. As required, the Company reduces the carrying value of inventories that are obsolete or in excess of estimated usage to estimated net realizable value. The Company’s estimates of net realizable value are based on analyses and assumptions including, but not limited to, historical usage, future demand and market requirements. Reductions to the carrying value of inventories are recorded in cost of sales. If future demand and/or pricing for the Company’s products are less than previously estimated, then the carrying value of the inventories may be required to be reduced, resulting in additional expense and reduced profitability. Inventory write-downs of $517,000, $0 and $50,000 were recorded during 2014, 2013 and 2012, respectively. | ||
Vineyard Development Costs – The Company capitalizes internal vineyard development costs when developing new vineyards or replacing or improving existing vineyards. These costs consist primarily of the costs of the vines and expenditures related to labor and materials to prepare the land and construct vine trellises. Amortization of such costs as annual crop costs is recorded on a straight-line basis over the estimated economic useful life of the vineyard, which can be as long as 25 years. As circumstances warrant, the Company re-evaluates the recoverability of capitalized costs, and will record impairment charges if required. The Company has not recorded any significant impairment charges for its vineyards during the last three years. | ||
Review of Long-lived Assets for Impairment - For intangible assets with definite lives, impairment testing is required if conditions exist that indicate the carrying value may not be recoverable. For intangible assets with indefinite lives and for goodwill, impairment testing is required at least annually or more frequently if events or circumstances indicate that these assets might be impaired. The Company currently has no intangible assets with indefinite lives. Substantially all of the Company’s goodwill and other intangible assets result from the acquisition of Seghesio Family Vineyards in May 2011. Amortization of intangible assets is recorded on a straight-line basis over the estimated useful lives of the assets, which range from 7 to 20 years. The Company evaluates goodwill for impairment at the end of each year, and has concluded that goodwill is not impaired. | ||
The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Long-lived assets consist primarily of property and equipment. Circumstances that might cause the Company to evaluate its long-lived assets for impairment could include a significant decline in the prices of the Company or the industry can charge for its products, which could be caused by general economic or other factors, changes in laws or regulations that make it difficult or more costly for the Company to distribute its products to its markets at prices which generate adequate returns, natural disasters, significant decrease in demand for the Company’s products or significant increase in the costs to manufacture the Company’s products. | ||
Recoverability of assets is measured by a comparison of the carrying amount of an asset group to future net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company groups its long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (or asset group). This would typically be at the winery level which is described in note 2 above. The Company did not recognize any impairment charges associated with long-lived assets during the three year period ended December 31, 2014. | ||
Depletion allowances - The Company pays depletion allowances to its distributors based on their sales to their customers. These allowances are estimated on a monthly basis by the Company, and allowances are accrued as a reduction of sales. Subsequently, distributors will bill the Company for actual depletions, which may be different from the Company’s estimate. Any such differences are recognized in sales when the bill is received. The Company has historically been able to estimate depletion allowances without any material differences between actual and estimated expense. | ||
(b) Consolidation policy: The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. All intercompany balances and transactions are eliminated in consolidation. | ||
(c) Cash and cash equivalents: The Company considers short-term investments, which have maturities of less than three months at the time of acquisition, to be cash equivalents. The Company had no short-term investments considered to be cash and cash equivalents at December 31, 2014 and 2013. | ||
(d) Financial instruments and fair value: Investments available for sale include Certificates of Deposits at December 31, 2014 and 2013. All of our available for sale securities are Level 2 and recorded at fair value. Available for sale securities that mature greater than 12 months from original investment are recorded as short-term because the securities represent the investment of funds that are available for current operations. Net unrealized gains and losses, net of tax, on available for sale securities are recorded in accumulated other comprehensive loss. Unrealized losses that are considered other than temporary are recorded in other income (expense) – net, with the corresponding reduction to the carrying basis of the investment. No other than temporary losses were recorded for the years ended December 31, 2014, 2013 and 2012. | ||
Fair value hierarchy: In determining fair value, we maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect our assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. We apply a hierarchy to categorize our fair value measurements broken down into three levels based on the transparency of inputs as follows: | ||
Level 1: | Quoted prices are available in active markets for identical assets or liabilities at the reported date. | |
Level 2: | Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but traded less frequently, derivative instruments whose fair value have been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data, and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. | |
Level 3: | Instruments that have little to no pricing observability at the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. | |
Financial instruments are valued at quoted market prices, if available. Certain financial instruments have bid and ask prices that can be observed in the marketplace. For financial instruments whose inputs are based on bid-ask prices, the financial instrument is valued at the point within the bid-ask range that meets our best estimate of fair value. We use prices and inputs that are current at the measurement date. For financial instruments that do not have readily determinable fair values using quoted market prices, the determination of fair value is based upon consideration of available information, including types of financial instruments, current financial information, restrictions on dispositions, fair values of underlying financial instruments and quotations for similar instruments. | ||
The valuation of financial instruments may include the use of valuation models and other techniques. Adjustments to valuations derived from valuation models may be made when, in management’s judgment, features of the financial instrument such as its complexity, the market in which the financial instrument is traded and risk uncertainties about market conditions require that an adjustment be made to the value derived from the models. Adjustments from the price derived from a valuation model reflect management’s judgment that other participants in the market for the financial instrument being measured at fair value would also consider in valuing that same financial instrument. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. | ||
The availability of observable inputs can vary and is affected by a wide variety of factors, including, for example, the type of financial instrument and market conditions. As the observability of prices and inputs may change for a financial instrument from period to period, this condition may cause a transfer of an instrument among the fair value hierarchy levels. Transfers among the levels are recognized at the beginning of each period. The degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. | ||
(e) Accounts receivable: Accounts receivable are reported at net realizable value. Interest is not accrued on past-due amounts. Accounts are charged against the allowance to bad debt as they are deemed uncollectible based upon a periodic review of the accounts. | ||
(f) Property and equipment: Property and equipment are stated at cost and are depreciated using the straight-line method over the related assets estimated useful lives. Costs of maintenance and repairs are charged to expense as incurred; significant renewals and betterments are capitalized. Costs incurred developing vineyards are capitalized until the vineyard becomes commercially productive. Net gain on the disposal of property and equipment previously reported was reclassified as a component of income from operations to conform with current year's presentation. The reclassification has no impact on previously reported net income, cash flow or equity. | ||
(g) Concentrations of risk: The Company sells the majority of its wine through distributors and retailers. Receivables arising from these sales are not collateralized. For the years ended December 31, 2014, 2013 and 2012, sales to one customer accounted for approximately 15%, 14% and 14% of total sales, respectively. Amounts due from this customer represented approximately 32% and 26% of accounts receivable as of December 31, 2014 and 2013, respectively. | ||
The Company maintains its cash in bank deposit accounts that, at times, may exceed FDIC insurance thresholds. | ||
(h) Revenue recognition: The Company recognizes revenue from product sales upon shipment or delivery provided that persuasive evidence of an arrangement exists, which for sales to wholesalers is a purchase order, the price is fixed, title has transferred, collection of resulting receivables is reasonably assured, there are no customer acceptance requirements, and there are no remaining significant obligations. The cost of depletion allowances and price promotions are treated as reductions of revenues and can be reasonably estimated based upon experience. Revenue from products sold through retail locations, wine clubs and the internet is recognized when the product is received by the customer and payment is received, based on published retail prices and applicable published discounts. Revenue includes any shipping and handling costs billed to the customer, and such amounts are not expected to be sufficient to cover actual costs. | ||
(i) Cost of sales: Includes grape, juice and bulk wine costs, whether purchased or grown, crush costs, winemaking and processing costs, bottling, packaging, warehousing and shipping and handling costs. For vineyard produced grapes, grape costs include annual farming costs and amortization of vineyard development expenditures. 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. | ||
(j) Taxes not on income: Excise taxes are levied by government agencies on the sale of alcoholic beverages, including wine. These taxes are not collected from customers but are instead the responsibility of the Company. Excise taxes of $1,045,000, $982,000 and $836,000 in 2014, 2013 and 2012, respectively, were recognized as a reduction to wine sales. Sales taxes that are collected from customers and remitted to governmental agencies are not reflected as revenues. | ||
(k) Advertising costs: Advertising costs are expensed as incurred and were $158,000, $286,000 and $81,000 for the years ended December 31, 2014, 2013 and 2012, respectively. | ||
(l) Income taxes: Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enacted date. | ||
Net tax assets are recorded to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial results of operations. Prior to 2013, the Company had recorded a full valuation allowance related to its net deferred tax asset. As of December 31, 2013, the Company determined it was more likely than not that a portion of the deferred tax asset would be realized in the future, and therefore reduced the valuation allowance resulting in the recognition of a net deferred tax asset of $2,500,000. As of December 31, 2014, the Company determined it is more likely than not that the remaining allowance will be realized in the future, and therefore reduced the valuation allowance to zero and recognized the remaining $265,000 as a portion of the deferred tax asset. | ||
Prior to the Distribution, the Company and its subsidiaries were included in the consolidated federal and certain consolidated or combined state income tax returns of Leucadia. However, the provisions for income taxes in the consolidated income statements have been determined on a theoretical separate-return basis. The Company does not have any unrecognized tax benefits; however, if it did the Company would record accrued interest and penalties related to unrecognized tax benefits as income tax expense. See Note 12 for more information. | ||
(m) Allocation of expenses: For the years ended December 31, 2014, 2013 and 2012, the consolidated financial statements include amounts billed/(credited) by Leucadia for general corporate insurance of $0, $(85,000) and $305,000, respectively, and for internal audit procedures related to Leucadia’s consolidated audit of internal controls over financial reporting of $0, $28,000 and $13,000, respectively. Amounts billed for insurance were determined either by the Company’s directly determined share of third-party insurance premiums or, if an allocation of third-party insurance premiums, based on the Company’s relative revenues and assets as compared to Leucadia’s consolidated revenues and consolidated assets. Costs related to internal audit services were based on actual hours spent and the internal auditors’ employment and travel costs. Subsequent to the Distribution, the Company became responsible for obtaining its own general corporate insurance policies and internal audit services, which resulted in additional expense as a result of standalone policies and requirements. | ||
(n) Recent accounting pronouncements: Effective January 1, 2013, the Company adopted amended Financial Accounting Standards Board (the “FASB”) guidance for indefinite lived intangible asset impairment testing. The amended guidance allows an entity to assess qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not that an indefinite lived intangible asset is impaired. If an entity concludes it is not more likely than not that an indefinite lived intangible asset is impaired, the entity is not required to take further action. If an entity concludes otherwise, then the entity would be required to determine the fair value of the indefinite lived intangible asset and compare the fair value with the carrying amount of the indefinite lived intangible asset. The Company adopted this amended guidance for its annual and interim periods beginning January 1, 2013. The adoption of this amended guidance did not have a significant impact on the Company's consolidated financial statements. | ||
In April 2014, the FASB issued changes to reporting discontinued operations and disclosure of disposals of components of an entity. These changes require a disposal of a component to meet a higher threshold in order to be reported as a discontinued operation in an entity’s financial statements. The threshold is defined as a strategic shift that has, or will have, a major effect on an entity’s operations and financial results such as a disposal of a major geographical area or a major line of business. Additionally, the following two criteria have been removed from consideration of whether a component meets the requirements for discontinued operations presentation: (i) the operations and cash flows of a disposal component have been or will be eliminated from the ongoing operations of an entity as a result of the disposal transaction, and (ii) an entity will not have any significant continuing involvement in the operations of the disposal component after the disposal transaction. Furthermore, equity method investments now may qualify for discontinued operations presentation. These changes also require expanded disclosures for all disposals of components of an entity, whether or not the threshold for reporting as a discontinued operation is met, related to profit or loss information and/or asset and liability information of the component. These changes became effective for the Company on January 1, 2015. Management has determined that the adoption of these changes will not have an immediate impact on the Company’s consolidated financial statements. | ||
In May 2014, the FASB issued changes to the recognition of revenue for contracts with customers. These changes created a comprehensive framework for all entities in all industries to apply in the determination of when to recognize revenue, and, therefore, supersede virtually all existing revenue recognition requirements and guidance. This framework is expected to result in less complex guidance in application while providing a consistent and comparable methodology for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract(s), (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract(s), and (v) recognize revenue when, or as, the entity satisfies a performance obligation. These changes become effective for the Company on January 1, 2017. Management is currently evaluating the potential impact of these changes on the Company’s consolidated financial statements. | ||
In August 2014, the FASB issued guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about [the] entity’s ability to continue as a going concern.” These changes apply to all entities and are effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. Management has determined that the adoption of these changes will not have a significant impact on the Company’s consolidated financial statements. | ||
Inventory
Inventory | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Inventory [Abstract] | ||||||
Inventory | ||||||
4. | Inventory: | |||||
A summary of inventory at December 31, 2014 and 2013 is as follows (in thousands): | ||||||
2014 | 2013 | |||||
Case wine | $ | 25,613 | $ | 21,667 | ||
Bulk wine | 23,630 | 22,280 | ||||
Packaging and bottling supplies | 350 | 346 | ||||
$ | 49,593 | $ | 44,293 | |||
Property_And_Equipment
Property And Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property And Equipment [Abstract] | ||||||||
Property And Equipment | ||||||||
5. | Property and Equipment: | |||||||
A summary of property and equipment at December 31, 2014 and 2013 is as follows (in thousands): | ||||||||
Depreciable Lives | 2014 | 2013 | ||||||
(in years) | ||||||||
Land and improvements | N/A | $ | 41,573 | $ | 41,580 | |||
Buildings and improvements | 20-40 | 45,259 | 44,446 | |||||
Vineyards and improvements | 25-Jul | 35,898 | 35,178 | |||||
Winery and vineyard equipment | 25-Mar | 25,437 | 24,270 | |||||
Caves | 20-40 | 5,638 | 5,638 | |||||
Vineyards under development | N/A | 1,894 | 1,338 | |||||
Construction in progress | N/A | 633 | 311 | |||||
156,332 | 152,761 | |||||||
Accumulated depreciation and amortization | -47,625 | -43,725 | ||||||
$ | 108,707 | $ | 109,036 | |||||
For the years ended December 31, 2014, 2013 and 2012, depreciation expense was $5,555,000, $5,343,000 and $5,444,000, respectively, with $4,601,000, $4,495,000 and $4,639,000, respectively, capitalized into inventory and $954,000, $848,000 and $805,000, respectively, charged to the income statements. | ||||||||
In January 2013, the Company sold a non-strategic vineyard for net cash consideration of $1,754,000, after selling expenses. The Company recorded a pre-tax gain of $717,000, net of closing costs, during the first quarter of 2013. In May 2014, the Company sold a non-strategic unplanted parcel of land in Washington for net proceeds of $3,902,000, after selling expenses. The Company recorded a pre-tax gain of $1,818,000, net of closing costs, during the second quarter of 2014. | ||||||||
The Company is committed to spend approximately $412,000 in the aggregate for vineyards under development and construction in progress. | ||||||||
Financial_Instruments
Financial Instruments | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Financial Instruments [Abstract] | ||||||||||||||||||
Financial Instruments | ||||||||||||||||||
6. | Financial Instruments | |||||||||||||||||
The Company’s material financial instruments include cash and cash equivalents and investments classified as available for sale; investments classified as available for sale are the only assets or liabilities that are measured at fair value on a recurring basis. All of the Company’s investments mature within three years or less. The par value, amortized cost, gross unrealized gains and losses and estimated fair value of investments classified as available for sale as of December 31, 2014 and December 31, 2013 are as follows (in thousands): | ||||||||||||||||||
Par Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Significant Other Observable Inputs | Total Fair Value Measurements | |||||||||||||
(Level 2) | ||||||||||||||||||
31-Dec-14 | ||||||||||||||||||
Certificates of Deposit | $ | 15,750 | $ | 15,750 | $ | 7 | $ | -46 | $ | 15,711 | $ | 15,711 | ||||||
31-Dec-13 | ||||||||||||||||||
Certificates of Deposit | $ | 10,500 | $ | 10,500 | $ | - | $ | -30 | $ | 10,470 | $ | 10,470 | ||||||
As of December 31, 2014 and 2013, the Company did not have any assets or liabilities measured at fair value on a nonrecurring basis. | ||||||||||||||||||
For cash and cash equivalents, the carrying amounts of such financial instruments approximate their fair values. | ||||||||||||||||||
The Company does not invest in any derivatives or engage in any hedging activities. | ||||||||||||||||||
Intangible_Assets_And_Other_No
Intangible Assets And Other Non-Current Assets | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Intangible Assets And Other Non-Current Assets [Abstract] | ||||||||
Intangible Assets And Other Non-Current Assets | ||||||||
7. | Intangible and Other Non-Current Assets: | |||||||
A summary of intangible and other non-current assets at December 31, 2014 and 2013 is as follows (in thousands): | ||||||||
Amortizable Lives | 2014 | 2013 | ||||||
(in years) | ||||||||
Brand, net of accumulated amortization of $3,688 and $2,659 | 17 | $ | 13,812 | $ | 14,841 | |||
Distributor relationships, net of accumulated amortization of $666 and $480 | 14 | 1,934 | 2,120 | |||||
Customer relationships, net of accumulated amortization of $971 and $700 | 7 | 929 | 1,200 | |||||
Legacy permits, net of accumulated amortization of $64 and $46 | 14 | 186 | 204 | |||||
Other, net of accumulated amortization of $64 and $54 | 15-20 | 439 | 455 | |||||
$ | 17,300 | $ | 18,820 | |||||
Amortization expense on intangible assets was $1,514,000, $1,514,000 and $1,514,000 for the years ended December 31, 2014, 2013 and 2012, respectively. The estimated aggregate future amortization expense for the intangible assets is $1,514,000 for each of the next four years and $1,359,000 in the fifth year. | ||||||||
Due_To_Leucadia_And_Its_Affili
Due To Leucadia And Its Affiliates | 12 Months Ended | |
Dec. 31, 2014 | ||
Due To Leucadia And Its Affiliates [Abstract] | ||
Due To Leucadia And Its Affiliates | ||
8. | Due to Leucadia and its Affiliates: | |
Amounts that were due to Leucadia and its affiliates did bear interest at a specified bank prime rate plus 0.125%. All amounts were payable on demand, except for the $45,000,000 note issued to Leucadia in connection with the acquisition of Seghesio Family Vineyards that was originally due May 13, 2013. Unpaid interest, if any, was added to the principal balance on a quarterly basis. Interest expense to Leucadia and its affiliates was $0, $783,000 and $5,192,000 for the years ended December 31, 2014, 2013 and 2012, respectively. | ||
On February 25, 2013, the remaining balance of due to affiliates was contributed by Leucadia to capital. | ||
Stockholders_Equity_and_Equity
Stockholdersb Equity and Equity Incentive Plan | 12 Months Ended | |
Dec. 31, 2014 | ||
Stockholdersb Equity and Equity Incentive Plan [Abstract] | ||
Stockholderbs Equity | ||
9. | Stockholders’ Equity and Equity Incentive Plan: | |
On February 25, 2013, Crimson was recapitalized, authorized shares were increased to 150,000,000 common shares, $.01 par value, and Leucadia distributed 24,458,368 Crimson common shares to Leucadia shareholders. The financial statements and notes thereto give retroactive effect to the Distribution for all periods presented. In addition, the Company is authorized to issue 15,000,000 shares of one or more series of preferred stock; no preferred stock has been issued. There were no dilutive or complex equity instruments or securities outstanding at any time during the periods presented. | ||
In February 2013, the Company adopted the 2013 Omnibus Incentive Plan, which provides for the granting of up to 1,000,000 stock options or other common stock based awards. The terms of awards that may be granted, including vesting and performance criteria, if any, will be determined by the Company’s board of directors. No awards have been granted to date. | ||
In March 2014, the Board of Directors of Crimson authorized a share repurchase program that provides for the repurchase of up to $2,000,000 of outstanding common stock. At December 31, 2014, no stock had been repurchased. | ||
Debt
Debt | 12 Months Ended | |
Dec. 31, 2014 | ||
Debt [Abstract] | ||
Debt | ||
10. | Debt: | |
In March 2013, Crimson entered into a $60,000,000 revolving credit facility with American AgCredit, FLCA, as agent for the lenders identified in the revolving credit facility, comprised of a revolving loan facility and a term revolving loan facility, which together is secured by substantially all of Crimson’s assets. The revolving credit facility is for up to $10,000,000 of availability in the aggregate for a five year term, and the term revolving credit facility is for up to $50,000,000 in the aggregate for a fifteen year term. All obligations of Crimson under the revolving credit facility are collateralized by certain real property, including vineyards and certain winery facilities of Crimson, accounts receivable, inventory and intangibles. 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. In addition to unused line fees ranging from 0.25% to 0.375%, rates for the borrowings are priced based on a performance grid tied to certain financial ratios and the London Interbank Offered Rate, and would have been 1.671% to 1.988% at December 31, 2014. The revolving credit facility can be used to fund acquisitions, capital projects and other general corporate purposes. No amounts have been borrowed under the facility to date. | ||
Revenues_and_Gross_Profit
Revenues and Gross Profit | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Revenues And Gross Profit [Abstract] | ||||||||||
Revenues And Gross Profit | ||||||||||
11. | Revenues and Gross Profit: | |||||||||
The Company generates revenues from sales of wine to wholesalers and direct to consumers, sales of bulk wine and grapes, special event fees, tasting fees and retail sales. Revenues and gross profit for the years ended December 31, 2014, 2013 and 2012 are as follows (in thousands): | ||||||||||
2014 | 2013 | 2012 | ||||||||
Revenues: | ||||||||||
Wholesalers | $ | 33,811 | $ | 32,612 | $ | 27,015 | ||||
Direct to consumers | 20,343 | 19,656 | 18,113 | |||||||
Bulk wine and grape sales, event fees and retail sales | 3,960 | 4,204 | 3,646 | |||||||
$ | 58,114 | $ | 56,472 | $ | 48,774 | |||||
Gross profit: | ||||||||||
Wholesalers | $ | 16,564 | $ | 14,532 | $ | 13,163 | ||||
Direct to consumers | 14,277 | 12,394 | 10,598 | |||||||
Bulk wine and grape sales, event fees and retail sales | 620 | -139 | 379 | |||||||
Inventory write-down | -517 | - | -50 | |||||||
$ | 30,944 | $ | 26,787 | $ | 24,090 | |||||
Reductions to the carrying value of inventories to estimated net realizable value are reflected in the inventory write-down category of gross profit in the table above. The 2014 inventory write-down pertains to a new product launch that was abandoned and the wine reallocated to a private label program to one retail account. | ||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Income Taxes [Abstract] | |||||||||||||||||
Income Taxes | |||||||||||||||||
12. | Income Taxes: | ||||||||||||||||
The provision (benefit) for income taxes for years ended December 31, 2014, 2013 and 2012 are as follows (in thousands): | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
State income taxes: | |||||||||||||||||
Current | $ | 110 | $ | 75 | $ | 11 | |||||||||||
Deferred | 659 | - | - | ||||||||||||||
769 | 75 | 11 | |||||||||||||||
Federal income taxes: | |||||||||||||||||
Current | 166 | 90 | - | ||||||||||||||
Deferred | 2,926 | -2,500 | - | ||||||||||||||
3,092 | -2,410 | - | |||||||||||||||
$ | 3,861 | $ | -2,335 | $ | 11 | ||||||||||||
Prior to the Distribution, which was declared on February 1, 2013 with the shares distributed on February 25, 2013, the Company and its subsidiaries were included in the consolidated federal and certain consolidated or combined state income tax returns of Leucadia. However, the provisions for income taxes in the consolidated income statements were determined on a theoretical separate-return basis. Due to the Company’s history of pre-tax losses, as of the Distribution date the Company did not reflect a benefit for its net operating loss carryforwards (“NOLs”) since the Company was unable to conclude it was more likely than not that it would have been able to generate future taxable income to use the NOLs. As noted in Note 3, as of December 31, 2013 the Company determined that it was more likely than not that some of the tax benefit related to the deferred tax assets would be realized and reduced the valuation allowance. Further is noted that as of December 31, 2014, it was determined that it is more likely than not that the remaining allowance would be realized and reduced the valuation allowance to zero. The Company filed a California state income tax return separate from Leucadia. The statute of limitations with respect to the Company’s California state tax return has expired for all years through 2008. The Company currently has no unrecognized tax benefits, and it is not reasonably possible to estimate the amount by which that could increase in the next twelve months since the timing of examinations, if any, is unknown. | |||||||||||||||||
Prior to the Distribution, no formal tax sharing agreement was entered into between the Company and Leucadia. On the Distribution date, the Company and Leucadia entered into a tax matters agreement that governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes. In general, with respect to any periods ending at or prior to the Distribution, Leucadia will be responsible for any federal income tax liabilities and any state or local income taxes reportable on a consolidated, combined or unitary return, in each case, as would be applicable to the Company as if it filed tax returns on a stand-alone basis. With respect to any periods beginning after the Distribution, the Company will be responsible for any federal, state or local income taxes of it or any of its subsidiaries. The Company will not be required to reimburse Leucadia for any payments made by Leucadia for adjustments to taxable periods prior to the Distribution, nor will the Company be entitled to any refunds for adjustments to taxable periods prior to the Distribution. The Company is responsible for any adjustments or liabilities related to its California state income tax return for all periods. | |||||||||||||||||
The principal components of deferred taxes at December 31, 2014 and 2013 are as follows (in thousands): | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Deferred tax asset: | |||||||||||||||||
Federal NOL carryover | $ | 851 | $ | 3,922 | |||||||||||||
California NOL carryover | 1,362 | 1,783 | |||||||||||||||
Federal AMT credit | 307 | 90 | |||||||||||||||
Inventory | 1,602 | 1,017 | |||||||||||||||
Intangible assets, net and goodwill | 68 | 523 | |||||||||||||||
Other | 327 | 196 | |||||||||||||||
4,517 | 7,531 | ||||||||||||||||
Valuation allowance | - | -265 | |||||||||||||||
4,517 | 7,266 | ||||||||||||||||
Deferred tax liability: | |||||||||||||||||
Property and equipment | -5,600 | -4,766 | |||||||||||||||
Net deferred tax asset (liability) | $ | -1,083 | $ | 2,500 | |||||||||||||
Deferred tax asset, current | $ | 3,184 | $ | 3,000 | |||||||||||||
Deferred tax liability, non-current | $ | 4,267 | $ | 500 | |||||||||||||
The change in the deferred tax asset valuation allowance was $265,000, $(25,371,000) and $(1,252,000) for 2014, 2013 and 2012 respectively. Subsequent to the Distribution, the Company retained all of its California State NOLs; however, the Company retained federal NOLs only to the extent that they had not been previously used in Leucadia’s consolidated return. Approximately $21,992,000 of the decrease in the valuation allowance for 2013 is due to the elimination of such NOLs. At December 31, 2013, the Company determined it was more likely than not that a portion of the NOLs would be utilized to offset future taxable income, and therefore, reduced the allowance to reflect a net deferred tax asset of $2,500,000. As of December 31, 2014, the Company determined it is more likely than not that the remaining allowance of $265,000 would be utilized to offset future taxable income, and therefore, reduced the allowance to zero. As of December 31, 2014, the Company has $2,504,000 of federal NOLs on a separate-return basis and $23,308,000 of California State NOLs. The federal NOL’s will not begin to expire until 2022. The expiration dates of California State NOLs are as follows (in thousands): | |||||||||||||||||
State | |||||||||||||||||
2015 | $ | 452 | |||||||||||||||
2016 | 6,483 | ||||||||||||||||
2017-2020 | - | ||||||||||||||||
Thereafter | 16,373 | ||||||||||||||||
$ | 23,308 | ||||||||||||||||
Under certain circumstances, the ability to use the NOLs and future deductions could be substantially reduced if certain changes in ownership were to occur. In order to reduce this possibility, the Company’s certificate of incorporation includes a charter restriction that prohibits transfers of the Company’s common stock under certain circumstances. | |||||||||||||||||
The table below reconciles the expected statutory income tax rate to the actual income tax provision (benefit): | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected federal income tax expense (benefit) | $ | 3,027 | $ | 1,671 | $ | 78 | |||||||||||
State income tax expense | 769 | 75 | 11 | ||||||||||||||
Use of net operating loss | - | - | -78 | ||||||||||||||
Decrease in valuation allowance | -265 | -2,500 | - | ||||||||||||||
Tax expense not provided on income recorded prior | |||||||||||||||||
to reversal of deferred tax valuation allowance | - | -1,581 | - | ||||||||||||||
Other | 330 | - | - | ||||||||||||||
Total | $ | 3,861 | $ | -2,335 | $ | 11 | |||||||||||
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended | |
Dec. 31, 2014 | ||
Employee Benefit Plan [Abstract] | ||
Employee Benefit Plan | ||
13. | Employee Benefit Plan: | |
A 401(k) profit sharing plan is provided to all employees who meet certain service requirements. The Company matches 25% of a participant’s salary deferral, subject to regulatory limitations. Total company contributions to the plan were $163,000, $150,000 and $132,000 for the years ended December 31, 2014, 2013 and 2012, respectively. | ||
Business_Segment_Information
Business Segment Information | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Business Segment Information [Abstract] | ||||||||||||||||||||||||||||
Segment Reporting Disclosure [Text Block] | 14. Business Segment Information | |||||||||||||||||||||||||||
The Company has identified two operating segments, Wholesale Sales and Direct to Consumer Sales, based upon their different distribution channels, margins and selling strategies. Wholesale Sales includes all sales through a third party where prices are given at a wholesale rate whereas Direct to Consumer Sales includes retail sales in the tasting room, remote sites and at on-site events, Wine Club sales, and other sales made directly to the consumer without the use of an intermediary. The two segments reflect how the Company's operations are evaluated by senior management and the structure of its internal financial reporting. The Company evaluates performance based on the gross profit of the respective business segments. Selling expenses that can be directly attributable to the segment are included, however, centralized selling expenses and general and administrative expenses are not allocated between operating segments. Therefore, net income information for the respective segments is not available. Based on the nature of the Company’s business, revenue generating assets are utilized across segments. Therefore, discrete financial information related to segment assets and other balance sheet data is not available and that information continues to be aggregated. | ||||||||||||||||||||||||||||
The following table outlines the sales, cost of sales, gross margin, directly attributable selling expenses, and contribution margin of the segments for the years ended December 31, 2014, 2013 and 2012. Sales figures are net of related excise taxes. | ||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||
Wholesale | Direct to Consumer | Total Reportable Segment | ||||||||||||||||||||||||||
2014 | 2013 | 2012 | 2014 | 2013 | 2012 | 2014 | 2013 | 2012 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Net sales | $ | 33,811 | $ | 32,612 | $ | 27,015 | $ | 20,343 | $ | 19,656 | $ | 18,113 | $ | 54,154 | $ | 52,268 | $ | 45,128 | ||||||||||
Cost of sales | 17,247 | 18,080 | 13,852 | 6,066 | 7,262 | 7,515 | 23,313 | 25,342 | 21,367 | |||||||||||||||||||
Gross margin | 16,564 | 14,532 | 13,163 | 14,277 | 12,394 | 10,598 | 30,841 | 26,926 | 23,761 | |||||||||||||||||||
Direct selling expense | 5,688 | 5,449 | 4,310 | 4,393 | 4,358 | 4,454 | 10,081 | 9,807 | 8,764 | |||||||||||||||||||
Contribution margin | $ | 10,876 | $ | 9,083 | $ | 8,853 | $ | 9,884 | $ | 8,036 | $ | 6,144 | $ | 20,760 | $ | 17,119 | $ | 14,997 | ||||||||||
% of reportable segment | ||||||||||||||||||||||||||||
total net sales | 62.4% | 62.4% | 59.9% | 37.6% | 37.6% | 40.1% | 100.0% | 100.0% | 100.0% | |||||||||||||||||||
Below is a reconciliation of the segment contribution margins to the consolidated income from operations: | ||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||
Total Reportable Segment | Other/Non-allocable (a) | Total | ||||||||||||||||||||||||||
2014 | 2013 | 2012 | 2014 | 2013 | 2012 | 2014 | 2013 | 2012 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Net sales | $ | 54,154 | $ | 52,268 | $ | 45,128 | $ | 3,960 | $ | 4,204 | $ | 3,646 | $ | 58,114 | $ | 56,472 | $ | 48,774 | ||||||||||
Cost of sales | 23,313 | 25,342 | 21,367 | 3,857 | 4,343 | 3,317 | 27,170 | 29,685 | 24,684 | |||||||||||||||||||
Gross margin | 30,841 | 26,926 | 23,761 | 103 | -139 | 329 | 30,944 | 26,787 | 24,090 | |||||||||||||||||||
Direct selling expense | 10,081 | 9,807 | 8,764 | - | - | - | 10,081 | 9,807 | 8,764 | |||||||||||||||||||
Centralized selling expense | - | - | - | 3,146 | 3,000 | 2,688 | 3,146 | 3,000 | 2,688 | |||||||||||||||||||
G&A expense/administrative service fee | - | - | - | 10,249 | 9,270 | 7,273 | 10,249 | 9,270 | 7,273 | |||||||||||||||||||
Net (gain)/loss on disposals | ||||||||||||||||||||||||||||
of property and equipment | - | - | - | -1,553 | -649 | 262 | -1,553 | -649 | 262 | |||||||||||||||||||
Income from operations | $ | 20,760 | $ | 17,119 | $ | 14,997 | $ | -11,739 | $ | -11,760 | $ | -9,894 | $ | 9,021 | $ | 5,359 | $ | 5,103 | ||||||||||
(a) Other/Non-allocable gross margin includes bulk wine and grape sales, event fees and retail sales. Other/Non-allocable expenses include centralized corporate expenses not specific to an identified reporting segment. | ||||||||||||||||||||||||||||
Commitments
Commitments | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Commitments [Abstract] | |||||||||
Commitments | |||||||||
15. | Commitments: | ||||||||
The Company has certain property lease agreements that expire through 2022. These leases require annual base rent, supplemental rent based on the average market value of the grapes harvested, and certain operating expense payments. Future base rents required under these agreements are summarized as follows (in thousands): | |||||||||
2015 | $ | 234 | |||||||
2016 | 219 | ||||||||
2017 | 211 | ||||||||
2018 | 217 | ||||||||
2019 | 219 | ||||||||
Thereafter | 108 | ||||||||
$ | 1,208 | ||||||||
Base rent expense was $49,000, $26,000 and $21,000 for the years ended December 31, 2014, 2013 and 2012, respectively. Estimated supplemental rent payments, which are based on the market value of harvested grapes, are presented in the grape and bulk wine purchase commitments below. | |||||||||
The Company has entered into long-term contracts through 2025 to purchase grapes and bulk wine from certain third parties and Seghesio family members who are employees of the Company. Total estimated commitments under these agreements are as follows (in thousands): | |||||||||
Third Party | Related Party | ||||||||
2015 | $ | 6,522 | $ | 605 | |||||
2016 | 5,005 | 194 | |||||||
2017 | 3,412 | 194 | |||||||
2018 | 1,291 | 194 | |||||||
2019 | 932 | - | |||||||
Thereafter | 3,078 | - | |||||||
$ | 20,240 | $ | 1,187 | ||||||
The Company also purchases additional grapes and bulk wine under one-time purchase or short-term agreements. The total of all grapes and bulk wine purchased was $7,666,000, $6,929,000 and $6,544,000 for the years ended December 31, 2014, 2013 and 2012, respectively. Included in the totals previously stated are related party purchases of $579,000, $489,000 and $595,000 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||
Litigation
Litigation | 12 Months Ended | |
Dec. 31, 2014 | ||
Litigation [Abstract] | ||
Litigation | ||
16. | Litigation: | |
The Company and its subsidiaries may become parties to legal proceedings that are considered to be either ordinary, routine litigation incidental to their business or not significant to the Company’s consolidated financial position or liquidity. The Company does not believe that there is any pending litigation that could have a significant adverse impact on its consolidated financial position, liquidity or results of operations. | ||
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Selected Quarterly Financial Data [Abstract] | ||||||||||||
Selected Quarterly Financial Data | ||||||||||||
17. | Selected Quarterly Financial Data (Unaudited): | |||||||||||
(In thousands, except per share amounts) | First | Second | Third | Fourth | ||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||
2014 | ||||||||||||
Net sales | $ | 13,272 | $ | 14,296 | $ | 12,844 | $ | 17,702 | ||||
Gross profit | $ | 7,002 | $ | 8,197 | $ | 6,940 | $ | 8,805 | ||||
Income from operations (a) | $ | 1,718 | $ | 3,911 | $ | 1,565 | $ | 1,827 | ||||
Net income | $ | 944 | $ | 2,290 | $ | 699 | $ | 1,067 | ||||
Basic and fully diluted earnings per common share | $ | 0.04 | $ | 0.09 | $ | 0.03 | $ | 0.04 | ||||
Number of shares used in calculation | 24,458 | 24,458 | 24,458 | 24,458 | ||||||||
2013 | ||||||||||||
Net sales | $ | 12,006 | $ | 15,221 | $ | 12,486 | $ | 16,759 | ||||
Gross profit | $ | 5,619 | $ | 7,112 | $ | 6,067 | $ | 7,989 | ||||
Income from operations (a) | $ | 1,660 | $ | 1,224 | $ | 480 | $ | 1,995 | ||||
Net income | $ | 967 | $ | 1,245 | $ | 407 | $ | 4,489 | ||||
Basic and fully diluted earnings per common share | $ | 0.04 | $ | 0.05 | $ | 0.02 | $ | 0.18 | ||||
Number of shares used in calculation | 24,458 | 24,458 | 24,458 | 24,458 | ||||||||
2012 | ||||||||||||
Net sales | $ | 10,134 | $ | 11,616 | $ | 12,520 | $ | 14,504 | ||||
Gross profit | $ | 5,160 | $ | 5,724 | $ | 6,912 | $ | 6,294 | ||||
Income from operations (a) | $ | 851 | $ | 891 | $ | 2,611 | $ | 750 | ||||
Net income (loss) | $ | -376 | $ | -145 | $ | 1,304 | $ | -572 | ||||
Basic and fully diluted earnings (loss) per common share (b) | $ | -0.02 | $ | -0.01 | $ | 0.05 | $ | -0.02 | ||||
Number of shares used in calculation | 24,458 | 24,458 | 24,458 | 24,458 | ||||||||
(a) | Net (gain)/loss on the disposal of property and equipment previously reported was reclassified as a component of income from operations to conform with current year's presentation. | |||||||||||
(b) | For 2012, the total of quarterly per share amounts does not equal the annual per share amount due to rounding. | |||||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended | |
Dec. 31, 2014 | ||
Subsequent Events [Abstract] | ||
Subsequent Events | ||
18. | Subsequent events: | |
The Company has evaluated subsequent events for disclosure through the date the financial statements were available to be issued. | ||
Significant_Accounting_Policie1
Significant Accounting Policies (Policy) | 12 Months Ended | |
Dec. 31, 2014 | ||
Significant Accounting Policies [Abstract] | ||
Critical Accounting Estimates | Critical Accounting Estimates: The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these financial statements requires the Company to make estimates and assumptions that affect the reported amounts in the financial statements and disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates all of these estimates and assumptions. The following areas have been identified as critical accounting estimates because they have the potential to have a significant impact on the Company's financial statements, and because they are based on assumptions which are used in the accounting records to reflect, at a specific point in time, events whose ultimate outcome won’t be known until a later date. Actual results could differ from these estimates. | |
Inventory | Inventory - Inventories are stated at the lower of cost or market, with cost being determined on the first-in, first-out method. Costs associated with winemaking, and other costs associated with the manufacturing of products for resale, are recorded as inventory. In accordance with general practice within the wine industry, wine inventories are included in current assets, although a portion of such inventories may be aged for periods longer than one year. As required, the Company reduces the carrying value of inventories that are obsolete or in excess of estimated usage to estimated net realizable value. The Company’s estimates of net realizable value are based on analyses and assumptions including, but not limited to, historical usage, future demand and market requirements. Reductions to the carrying value of inventories are recorded in cost of sales. If future demand and/or pricing for the Company’s products are less than previously estimated, then the carrying value of the inventories may be required to be reduced, resulting in additional expense and reduced profitability. Inventory write-downs of $517,000, $0 and $50,000 were recorded during 2014, 2013 and 2012, respectively. | |
Vineyard Development Costs | Vineyard Development Costs – The Company capitalizes internal vineyard development costs when developing new vineyards or replacing or improving existing vineyards. These costs consist primarily of the costs of the vines and expenditures related to labor and materials to prepare the land and construct vine trellises. Amortization of such costs as annual crop costs is recorded on a straight-line basis over the estimated economic useful life of the vineyard, which can be as long as 25 years. As circumstances warrant, the Company re-evaluates the recoverability of capitalized costs, and will record impairment charges if required. The Company has not recorded any significant impairment charges for its vineyards during the last three years. | |
Review of Long-Lived Assets for Impairment | Review of Long-lived Assets for Impairment - For intangible assets with definite lives, impairment testing is required if conditions exist that indicate the carrying value may not be recoverable. For intangible assets with indefinite lives and for goodwill, impairment testing is required at least annually or more frequently if events or circumstances indicate that these assets might be impaired. The Company currently has no intangible assets with indefinite lives. Substantially all of the Company’s goodwill and other intangible assets result from the acquisition of Seghesio Family Vineyards in May 2011. Amortization of intangible assets is recorded on a straight-line basis over the estimated useful lives of the assets, which range from 7 to 20 years. The Company evaluates goodwill for impairment at the end of each year, and has concluded that goodwill is not impaired. | |
The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Long-lived assets consist primarily of property and equipment. Circumstances that might cause the Company to evaluate its long-lived assets for impairment could include a significant decline in the prices of the Company or the industry can charge for its products, which could be caused by general economic or other factors, changes in laws or regulations that make it difficult or more costly for the Company to distribute its products to its markets at prices which generate adequate returns, natural disasters, significant decrease in demand for the Company’s products or significant increase in the costs to manufacture the Company’s products. | ||
Recoverability of assets is measured by a comparison of the carrying amount of an asset group to future net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company groups its long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (or asset group). This would typically be at the winery level which is described in note 2 above. The Company did not recognize any impairment charges associated with long-lived assets during the three year period ended December 31, 2014. | ||
Depletion Allowances | Depletion allowances - The Company pays depletion allowances to its distributors based on their sales to their customers. These allowances are estimated on a monthly basis by the Company, and allowances are accrued as a reduction of sales. Subsequently, distributors will bill the Company for actual depletions, which may be different from the Company’s estimate. Any such differences are recognized in sales when the bill is received. The Company has historically been able to estimate depletion allowances without any material differences between actual and estimated expense. | |
Consolidation Policy | Consolidation policy: The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. All intercompany balances and transactions are eliminated in consolidation. | |
Cash and Cash Equivalents | Cash and cash equivalents: The Company considers short-term investments, which have maturities of less than three months at the time of acquisition, to be cash equivalents. The Company had no short-term investments considered to be cash and cash equivalents at December 31, 2014 and 2013. | |
Financial instrument and Fair Value | Financial instruments and fair value: Investments available for sale include Certificates of Deposits at December 31, 2014 and 2013. All of our available for sale securities are Level 2 and recorded at fair value. Available for sale securities that mature greater than 12 months from original investment are recorded as short-term because the securities represent the investment of funds that are available for current operations. Net unrealized gains and losses, net of tax, on available for sale securities are recorded in accumulated other comprehensive loss. Unrealized losses that are considered other than temporary are recorded in other income (expense) – net, with the corresponding reduction to the carrying basis of the investment. No other than temporary losses were recorded for the years ended December 31, 2014, 2013 and 2012. | |
Fair value hierarchy: In determining fair value, we maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect our assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. We apply a hierarchy to categorize our fair value measurements broken down into three levels based on the transparency of inputs as follows: | ||
Level 1: | Quoted prices are available in active markets for identical assets or liabilities at the reported date. | |
Level 2: | Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but traded less frequently, derivative instruments whose fair value have been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data, and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. | |
Level 3: | Instruments that have little to no pricing observability at the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. | |
Financial instruments are valued at quoted market prices, if available. Certain financial instruments have bid and ask prices that can be observed in the marketplace. For financial instruments whose inputs are based on bid-ask prices, the financial instrument is valued at the point within the bid-ask range that meets our best estimate of fair value. We use prices and inputs that are current at the measurement date. For financial instruments that do not have readily determinable fair values using quoted market prices, the determination of fair value is based upon consideration of available information, including types of financial instruments, current financial information, restrictions on dispositions, fair values of underlying financial instruments and quotations for similar instruments. | ||
The valuation of financial instruments may include the use of valuation models and other techniques. Adjustments to valuations derived from valuation models may be made when, in management’s judgment, features of the financial instrument such as its complexity, the market in which the financial instrument is traded and risk uncertainties about market conditions require that an adjustment be made to the value derived from the models. Adjustments from the price derived from a valuation model reflect management’s judgment that other participants in the market for the financial instrument being measured at fair value would also consider in valuing that same financial instrument. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. | ||
The availability of observable inputs can vary and is affected by a wide variety of factors, including, for example, the type of financial instrument and market conditions. As the observability of prices and inputs may change for a financial instrument from period to period, this condition may cause a transfer of an instrument among the fair value hierarchy levels. Transfers among the levels are recognized at the beginning of each period. The degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. | ||
Accounts Receivable | Accounts receivable: Accounts receivable are reported at net realizable value. Interest is not accrued on past-due amounts. Accounts are charged against the allowance to bad debt as they are deemed uncollectible based upon a periodic review of the accounts. | |
Property And Equipment | Property and equipment: Property and equipment are stated at cost and are depreciated using the straight-line method over the related assets estimated useful lives. Costs of maintenance and repairs are charged to expense as incurred; significant renewals and betterments are capitalized. Costs incurred developing vineyards are capitalized until the vineyard becomes commercially productive. Net gain on the disposal of property and equipment previously reported was reclassified as a component of income from operations to conform with current year's presentation. The reclassification has no impact on previously reported net income, cash flow or equity. | |
Concentrations of Risk | Concentrations of risk: The Company sells the majority of its wine through distributors and retailers. Receivables arising from these sales are not collateralized. For the years ended December 31, 2014, 2013 and 2012, sales to one customer accounted for approximately 15%, 14% and 14% of total sales, respectively. Amounts due from this customer represented approximately 32% and 26% of accounts receivable as of December 31, 2014 and 2013, respectively. | |
The Company maintains its cash in bank deposit accounts that, at times, may exceed FDIC insurance thresholds. | ||
Revenue Recognition | Revenue recognition: The Company recognizes revenue from product sales upon shipment or delivery provided that persuasive evidence of an arrangement exists, which for sales to wholesalers is a purchase order, the price is fixed, title has transferred, collection of resulting receivables is reasonably assured, there are no customer acceptance requirements, and there are no remaining significant obligations. The cost of depletion allowances and price promotions are treated as reductions of revenues and can be reasonably estimated based upon experience. Revenue from products sold through retail locations, wine clubs and the internet is recognized when the product is received by the customer and payment is received, based on published retail prices and applicable published discounts. Revenue includes any shipping and handling costs billed to the customer, and such amounts are not expected to be sufficient to cover actual costs. | |
Cost of Sales | Cost of sales: Includes grape, juice and bulk wine costs, whether purchased or grown, crush costs, winemaking and processing costs, bottling, packaging, warehousing and shipping and handling costs. For vineyard produced grapes, grape costs include annual farming costs and amortization of vineyard development expenditures. 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. | |
Taxes Not on Income | Taxes not on income: Excise taxes are levied by government agencies on the sale of alcoholic beverages, including wine. These taxes are not collected from customers but are instead the responsibility of the Company. Excise taxes of $1,045,000, $982,000 and $836,000 in 2014, 2013 and 2012, respectively, were recognized as a reduction to wine sales. Sales taxes that are collected from customers and remitted to governmental agencies are not reflected as revenues. | |
Advertising Costs | Advertising costs: Advertising costs are expensed as incurred and were $158,000, $286,000 and $81,000 for the years ended December 31, 2014, 2013 and 2012, respectively. | |
Income Taxes | Income taxes: Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enacted date. | |
Net tax assets are recorded to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial results of operations. Prior to 2013, the Company had recorded a full valuation allowance related to its net deferred tax asset. As of December 31, 2013, the Company determined it was more likely than not that a portion of the deferred tax asset would be realized in the future, and therefore reduced the valuation allowance resulting in the recognition of a net deferred tax asset of $2,500,000. As of December 31, 2014, the Company determined it is more likely than not that the remaining allowance will be realized in the future, and therefore reduced the valuation allowance to zero and recognized the remaining $265,000 as a portion of the deferred tax asset. | ||
Prior to the Distribution, the Company and its subsidiaries were included in the consolidated federal and certain consolidated or combined state income tax returns of Leucadia. However, the provisions for income taxes in the consolidated income statements have been determined on a theoretical separate-return basis. The Company does not have any unrecognized tax benefits; however, if it did the Company would record accrued interest and penalties related to unrecognized tax benefits as income tax expense. See Note 12 for more information. | ||
Allocation of Expenses | Allocation of expenses: For the years ended December 31, 2014, 2013 and 2012, the consolidated financial statements include amounts billed/(credited) by Leucadia for general corporate insurance of $0, $(85,000) and $305,000, respectively, and for internal audit procedures related to Leucadia’s consolidated audit of internal controls over financial reporting of $0, $28,000 and $13,000, respectively. Amounts billed for insurance were determined either by the Company’s directly determined share of third-party insurance premiums or, if an allocation of third-party insurance premiums, based on the Company’s relative revenues and assets as compared to Leucadia’s consolidated revenues and consolidated assets. Costs related to internal audit services were based on actual hours spent and the internal auditors’ employment and travel costs. Subsequent to the Distribution, the Company became responsible for obtaining its own general corporate insurance policies and internal audit services, which resulted in additional expense as a result of standalone policies and requirements. | |
Recent Accounting Pronouncements | Recent accounting pronouncements: Effective January 1, 2013, the Company adopted amended Financial Accounting Standards Board (the “FASB”) guidance for indefinite lived intangible asset impairment testing. The amended guidance allows an entity to assess qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not that an indefinite lived intangible asset is impaired. If an entity concludes it is not more likely than not that an indefinite lived intangible asset is impaired, the entity is not required to take further action. If an entity concludes otherwise, then the entity would be required to determine the fair value of the indefinite lived intangible asset and compare the fair value with the carrying amount of the indefinite lived intangible asset. The Company adopted this amended guidance for its annual and interim periods beginning January 1, 2013. The adoption of this amended guidance did not have a significant impact on the Company's consolidated financial statements. | |
In April 2014, the FASB issued changes to reporting discontinued operations and disclosure of disposals of components of an entity. These changes require a disposal of a component to meet a higher threshold in order to be reported as a discontinued operation in an entity’s financial statements. The threshold is defined as a strategic shift that has, or will have, a major effect on an entity’s operations and financial results such as a disposal of a major geographical area or a major line of business. Additionally, the following two criteria have been removed from consideration of whether a component meets the requirements for discontinued operations presentation: (i) the operations and cash flows of a disposal component have been or will be eliminated from the ongoing operations of an entity as a result of the disposal transaction, and (ii) an entity will not have any significant continuing involvement in the operations of the disposal component after the disposal transaction. Furthermore, equity method investments now may qualify for discontinued operations presentation. These changes also require expanded disclosures for all disposals of components of an entity, whether or not the threshold for reporting as a discontinued operation is met, related to profit or loss information and/or asset and liability information of the component. These changes became effective for the Company on January 1, 2015. Management has determined that the adoption of these changes will not have an immediate impact on the Company’s consolidated financial statements. | ||
In May 2014, the FASB issued changes to the recognition of revenue for contracts with customers. These changes created a comprehensive framework for all entities in all industries to apply in the determination of when to recognize revenue, and, therefore, supersede virtually all existing revenue recognition requirements and guidance. This framework is expected to result in less complex guidance in application while providing a consistent and comparable methodology for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract(s), (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract(s), and (v) recognize revenue when, or as, the entity satisfies a performance obligation. These changes become effective for the Company on January 1, 2017. Management is currently evaluating the potential impact of these changes on the Company’s consolidated financial statements. | ||
In August 2014, the FASB issued guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about [the] entity’s ability to continue as a going concern.” These changes apply to all entities and are effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. Management has determined that the adoption of these changes will not have a significant impact on the Company’s consolidated financial statements. | ||
Inventory_Tables
Inventory (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Inventory [Abstract] | ||||||
Summary Of Inventory | ||||||
2014 | 2013 | |||||
Case wine | $ | 25,613 | $ | 21,667 | ||
Bulk wine | 23,630 | 22,280 | ||||
Packaging and bottling supplies | 350 | 346 | ||||
$ | 49,593 | $ | 44,293 | |||
Property_And_Equipment_Tables
Property And Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property And Equipment [Abstract] | ||||||||
Summary Of Property And Equipment | ||||||||
Depreciable Lives | 2014 | 2013 | ||||||
(in years) | ||||||||
Land and improvements | N/A | $ | 41,573 | $ | 41,580 | |||
Buildings and improvements | 20-40 | 45,259 | 44,446 | |||||
Vineyards and improvements | 25-Jul | 35,898 | 35,178 | |||||
Winery and vineyard equipment | 25-Mar | 25,437 | 24,270 | |||||
Caves | 20-40 | 5,638 | 5,638 | |||||
Vineyards under development | N/A | 1,894 | 1,338 | |||||
Construction in progress | N/A | 633 | 311 | |||||
156,332 | 152,761 | |||||||
Accumulated depreciation and amortization | -47,625 | -43,725 | ||||||
$ | 108,707 | $ | 109,036 | |||||
Financial_Instruments_Tables
Financial Instruments (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Financial Instruments [Abstract] | ||||||||||||||||||
Schedule Of Available For Sale Securities | ||||||||||||||||||
Par Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Significant Other Observable Inputs | Total Fair Value Measurements | |||||||||||||
(Level 2) | ||||||||||||||||||
31-Dec-14 | ||||||||||||||||||
Certificates of Deposit | $ | 15,750 | $ | 15,750 | $ | 7 | $ | -46 | $ | 15,711 | $ | 15,711 | ||||||
31-Dec-13 | ||||||||||||||||||
Certificates of Deposit | $ | 10,500 | $ | 10,500 | $ | - | $ | -30 | $ | 10,470 | $ | 10,470 | ||||||
Recovered_Sheet1
Intangible Assets and Other Non-Current Assets (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Intangible Assets And Other Non-Current Assets [Abstract] | ||||||||
Summary Of Intangible Assets | ||||||||
Amortizable Lives | 2014 | 2013 | ||||||
(in years) | ||||||||
Brand, net of accumulated amortization of $3,688 and $2,659 | 17 | $ | 13,812 | $ | 14,841 | |||
Distributor relationships, net of accumulated amortization of $666 and $480 | 14 | 1,934 | 2,120 | |||||
Customer relationships, net of accumulated amortization of $971 and $700 | 7 | 929 | 1,200 | |||||
Legacy permits, net of accumulated amortization of $64 and $46 | 14 | 186 | 204 | |||||
Other, net of accumulated amortization of $64 and $54 | 15-20 | 439 | 455 | |||||
$ | 17,300 | $ | 18,820 | |||||
Revenues_and_Gross_Profit_Tabl
Revenues and Gross Profit (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Revenues And Gross Profit [Abstract] | ||||||||||
Summary Of Revenues And Gross Profit | ||||||||||
2014 | 2013 | 2012 | ||||||||
Revenues: | ||||||||||
Wholesalers | $ | 33,811 | $ | 32,612 | $ | 27,015 | ||||
Direct to consumers | 20,343 | 19,656 | 18,113 | |||||||
Bulk wine and grape sales, event fees and retail sales | 3,960 | 4,204 | 3,646 | |||||||
$ | 58,114 | $ | 56,472 | $ | 48,774 | |||||
Gross profit: | ||||||||||
Wholesalers | $ | 16,564 | $ | 14,532 | $ | 13,163 | ||||
Direct to consumers | 14,277 | 12,394 | 10,598 | |||||||
Bulk wine and grape sales, event fees and retail sales | 620 | -139 | 379 | |||||||
Inventory write-down | -517 | - | -50 | |||||||
$ | 30,944 | $ | 26,787 | $ | 24,090 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Income Taxes [Abstract] | |||||||||||||||||
Provision (Benefit) For Income Taxes | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
State income taxes: | |||||||||||||||||
Current | $ | 110 | $ | 75 | $ | 11 | |||||||||||
Deferred | 659 | - | - | ||||||||||||||
769 | 75 | 11 | |||||||||||||||
Federal income taxes: | |||||||||||||||||
Current | 166 | 90 | - | ||||||||||||||
Deferred | 2,926 | -2,500 | - | ||||||||||||||
3,092 | -2,410 | - | |||||||||||||||
$ | 3,861 | $ | -2,335 | $ | 11 | ||||||||||||
Principal Components Of Deferred Taxes | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Deferred tax asset: | |||||||||||||||||
Federal NOL carryover | $ | 851 | $ | 3,922 | |||||||||||||
California NOL carryover | 1,362 | 1,783 | |||||||||||||||
Federal AMT credit | 307 | 90 | |||||||||||||||
Inventory | 1,602 | 1,017 | |||||||||||||||
Intangible assets, net and goodwill | 68 | 523 | |||||||||||||||
Other | 327 | 196 | |||||||||||||||
4,517 | 7,531 | ||||||||||||||||
Valuation allowance | - | -265 | |||||||||||||||
4,517 | 7,266 | ||||||||||||||||
Deferred tax liability: | |||||||||||||||||
Property and equipment | -5,600 | -4,766 | |||||||||||||||
Net deferred tax asset (liability) | $ | -1,083 | $ | 2,500 | |||||||||||||
Deferred tax asset, current | $ | 3,184 | $ | 3,000 | |||||||||||||
Deferred tax liability, non-current | $ | 4,267 | $ | 500 | |||||||||||||
Schedule Of Operating Loss Carryforwards | |||||||||||||||||
State | |||||||||||||||||
2015 | $ | 452 | |||||||||||||||
2016 | 6,483 | ||||||||||||||||
2017-2020 | - | ||||||||||||||||
Thereafter | 16,373 | ||||||||||||||||
$ | 23,308 | ||||||||||||||||
Schedule Of Effective Income Tax Reconciliation | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected federal income tax expense (benefit) | $ | 3,027 | $ | 1,671 | $ | 78 | |||||||||||
State income tax expense | 769 | 75 | 11 | ||||||||||||||
Use of net operating loss | - | - | -78 | ||||||||||||||
Decrease in valuation allowance | -265 | -2,500 | - | ||||||||||||||
Tax expense not provided on income recorded prior | |||||||||||||||||
to reversal of deferred tax valuation allowance | - | -1,581 | - | ||||||||||||||
Other | 330 | - | - | ||||||||||||||
Total | $ | 3,861 | $ | -2,335 | $ | 11 | |||||||||||
Business_Segment_Information_T
Business Segment Information (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Business Segment Information [Abstract] | ||||||||||||||||||||||||||||
Schedule Of Segment Reporting | ||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||
Wholesale | Direct to Consumer | Total Reportable Segment | ||||||||||||||||||||||||||
2014 | 2013 | 2012 | 2014 | 2013 | 2012 | 2014 | 2013 | 2012 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Net sales | $ | 33,811 | $ | 32,612 | $ | 27,015 | $ | 20,343 | $ | 19,656 | $ | 18,113 | $ | 54,154 | $ | 52,268 | $ | 45,128 | ||||||||||
Cost of sales | 17,247 | 18,080 | 13,852 | 6,066 | 7,262 | 7,515 | 23,313 | 25,342 | 21,367 | |||||||||||||||||||
Gross margin | 16,564 | 14,532 | 13,163 | 14,277 | 12,394 | 10,598 | 30,841 | 26,926 | 23,761 | |||||||||||||||||||
Direct selling expense | 5,688 | 5,449 | 4,310 | 4,393 | 4,358 | 4,454 | 10,081 | 9,807 | 8,764 | |||||||||||||||||||
Contribution margin | $ | 10,876 | $ | 9,083 | $ | 8,853 | $ | 9,884 | $ | 8,036 | $ | 6,144 | $ | 20,760 | $ | 17,119 | $ | 14,997 | ||||||||||
% of reportable segment | ||||||||||||||||||||||||||||
total net sales | 62.4% | 62.4% | 59.9% | 37.6% | 37.6% | 40.1% | 100.0% | 100.0% | 100.0% | |||||||||||||||||||
Schedule Of Reconciliation Of Segment Contributions | ||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||
Total Reportable Segment | Other/Non-allocable (a) | Total | ||||||||||||||||||||||||||
2014 | 2013 | 2012 | 2014 | 2013 | 2012 | 2014 | 2013 | 2012 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Net sales | $ | 54,154 | $ | 52,268 | $ | 45,128 | $ | 3,960 | $ | 4,204 | $ | 3,646 | $ | 58,114 | $ | 56,472 | $ | 48,774 | ||||||||||
Cost of sales | 23,313 | 25,342 | 21,367 | 3,857 | 4,343 | 3,317 | 27,170 | 29,685 | 24,684 | |||||||||||||||||||
Gross margin | 30,841 | 26,926 | 23,761 | 103 | -139 | 329 | 30,944 | 26,787 | 24,090 | |||||||||||||||||||
Direct selling expense | 10,081 | 9,807 | 8,764 | - | - | - | 10,081 | 9,807 | 8,764 | |||||||||||||||||||
Centralized selling expense | - | - | - | 3,146 | 3,000 | 2,688 | 3,146 | 3,000 | 2,688 | |||||||||||||||||||
G&A expense/administrative service fee | - | - | - | 10,249 | 9,270 | 7,273 | 10,249 | 9,270 | 7,273 | |||||||||||||||||||
Net (gain)/loss on disposals | ||||||||||||||||||||||||||||
of property and equipment | - | - | - | -1,553 | -649 | 262 | -1,553 | -649 | 262 | |||||||||||||||||||
Income from operations | $ | 20,760 | $ | 17,119 | $ | 14,997 | $ | -11,739 | $ | -11,760 | $ | -9,894 | $ | 9,021 | $ | 5,359 | $ | 5,103 | ||||||||||
(a) Other/Non-allocable gross margin includes bulk wine and grape sales, event fees and retail sales. Other/Non-allocable expenses include centralized corporate expenses not specific to an identified reporting segment. | ||||||||||||||||||||||||||||
Commitments_Tables
Commitments (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Commitments [Abstract] | |||||||||
Schedule Of Future Base Rents | |||||||||
2015 | $ | 234 | |||||||
2016 | 219 | ||||||||
2017 | 211 | ||||||||
2018 | 217 | ||||||||
2019 | 219 | ||||||||
Thereafter | 108 | ||||||||
$ | 1,208 | ||||||||
Schedule Of Purchase Commitments | |||||||||
Third Party | Related Party | ||||||||
2015 | $ | 6,522 | $ | 605 | |||||
2016 | 5,005 | 194 | |||||||
2017 | 3,412 | 194 | |||||||
2018 | 1,291 | 194 | |||||||
2019 | 932 | - | |||||||
Thereafter | 3,078 | - | |||||||
$ | 20,240 | $ | 1,187 | ||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Selected Quarterly Financial Data [Abstract] | ||||||||||||
Schedule Of Quarterly Financial Data | ||||||||||||
(In thousands, except per share amounts) | First | Second | Third | Fourth | ||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||
2014 | ||||||||||||
Net sales | $ | 13,272 | $ | 14,296 | $ | 12,844 | $ | 17,702 | ||||
Gross profit | $ | 7,002 | $ | 8,197 | $ | 6,940 | $ | 8,805 | ||||
Income from operations (a) | $ | 1,718 | $ | 3,911 | $ | 1,565 | $ | 1,827 | ||||
Net income | $ | 944 | $ | 2,290 | $ | 699 | $ | 1,067 | ||||
Basic and fully diluted earnings per common share | $ | 0.04 | $ | 0.09 | $ | 0.03 | $ | 0.04 | ||||
Number of shares used in calculation | 24,458 | 24,458 | 24,458 | 24,458 | ||||||||
2013 | ||||||||||||
Net sales | $ | 12,006 | $ | 15,221 | $ | 12,486 | $ | 16,759 | ||||
Gross profit | $ | 5,619 | $ | 7,112 | $ | 6,067 | $ | 7,989 | ||||
Income from operations (a) | $ | 1,660 | $ | 1,224 | $ | 480 | $ | 1,995 | ||||
Net income | $ | 967 | $ | 1,245 | $ | 407 | $ | 4,489 | ||||
Basic and fully diluted earnings per common share | $ | 0.04 | $ | 0.05 | $ | 0.02 | $ | 0.18 | ||||
Number of shares used in calculation | 24,458 | 24,458 | 24,458 | 24,458 | ||||||||
2012 | ||||||||||||
Net sales | $ | 10,134 | $ | 11,616 | $ | 12,520 | $ | 14,504 | ||||
Gross profit | $ | 5,160 | $ | 5,724 | $ | 6,912 | $ | 6,294 | ||||
Income from operations (a) | $ | 851 | $ | 891 | $ | 2,611 | $ | 750 | ||||
Net income (loss) | $ | -376 | $ | -145 | $ | 1,304 | $ | -572 | ||||
Basic and fully diluted earnings (loss) per common share (b) | $ | -0.02 | $ | -0.01 | $ | 0.05 | $ | -0.02 | ||||
Number of shares used in calculation | 24,458 | 24,458 | 24,458 | 24,458 | ||||||||
(a) | Net (gain)/loss on the disposal of property and equipment previously reported was reclassified as a component of income from operations to conform with current year's presentation. | |||||||||||
(b) | For 2012, the total of quarterly per share amounts does not equal the annual per share amount due to rounding. | |||||||||||
Explanatory_Note_Details
Explanatory Note (Details) | 0 Months Ended | |||
Feb. 25, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 25, 2013 | |
Explanatory Note [Abstract] | ||||
Number of shares exchanged per one share issued | 10 | |||
Shares outstanding | 24,458,368 | 24,458,368 | 24,458,368 |
Nature_Of_Operations_Details
Nature Of Operations (Details) (USD $) | 0 Months Ended | 12 Months Ended |
31-May-14 | Dec. 31, 2014 | |
acre | acre | |
Number of wineries owned | 4 | |
Minimum [Member] | ||
Price per bottle. mid range | 14 | |
Price per bottle. high range | 25 | |
Maximum [Member] | ||
Price per bottle. mid range | 25 | |
Pine Ridge Vineyards [Member] | ||
Acreage owned | 158 | |
Acreage operated through leasing arrangements | 18 | |
Acreage currently planted and producing grapes | 165 | |
Number of appellations | 5 | |
Archery Summit [Member] | ||
Acreage owned | 103 | |
Acreage operated through leasing arrangements | 17 | |
Acreage currently planted and producing grapes | 113 | |
Chamisal Vineyards [Member] | ||
Acreage owned | 98 | |
Acreage currently planted and producing grapes | 80 | |
Seghesio Family Vineyards [Member] | ||
Acreage owned | 316 | |
Acreage currently planted and producing grapes | 307 | |
Number of appellations | 2 | |
Montafi Ranch Vineyards [Member] | ||
Acreage owned | 21 | |
Double Canyon Vineyards [Member] | ||
Acreage of land sold | 307 | |
Acreage of plantable land sold | 285 | |
Acreage of plantable land | 185 | |
Acreage currently planted and producing grapes | 88 |
Significant_Accounting_Policie2
Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Significant Accounting Policies [Line Items] | |||
Inventory write-down | $517,000 | $0 | $50,000 |
Short-term investments | 0 | 0 | |
Significant impairment charges | 0 | 0 | 0 |
Other than temporary losses on investments available-for-sale securities | 0 | 0 | 0 |
Sales to one customer | 15.00% | 14.00% | 14.00% |
Percentage of receivables from single customer | 32.00% | 26.00% | |
Excise taxes | 1,045,000 | 982,000 | 836,000 |
Advertising costs | 158,000 | 286,000 | 81,000 |
General corporate insurance | 0 | -85,000 | 305,000 |
Internal audit expense | 0 | 28,000 | 13,000 |
Net deferred tax asset | -1,083,000 | 2,500,000 | |
Deferred tax assets recognized | 265,000 | ||
Vineyard [Member] | |||
Significant Accounting Policies [Line Items] | |||
Significant impairment charges | $0 | $0 | $0 |
Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Intangible assets useful life | 7 years | ||
Period which costs are capitalized | 3 months | ||
Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Intangible assets useful life | 20 years | ||
Period which costs are capitalized | 36 months | ||
Maximum [Member] | Vineyard [Member] | |||
Significant Accounting Policies [Line Items] | |||
Useful life | 25 years |
Inventory_Details
Inventory (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ||
Inventory | $49,593 | $44,293 |
Case Wine [Member] | ||
Inventory [Line Items] | ||
Inventory | 25,613 | 21,667 |
Bulk Wine [Member] | ||
Inventory [Line Items] | ||
Inventory | 23,630 | 22,280 |
Packaging And Bottling Supplies [Member] | ||
Inventory [Line Items] | ||
Inventory | $350 | $346 |
Property_And_Equipment_Narrati
Property And Equipment (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||||
31-May-14 | Jan. 31, 2013 | Jun. 30, 2014 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property And Equipment [Abstract] | |||||||
Depreciation expense | $5,555,000 | $5,343,000 | $5,444,000 | ||||
Depreciation capitalized into inventory | 4,601,000 | 4,495,000 | 4,639,000 | ||||
Depreciation charged to Statement of Operations | 954,000 | 848,000 | 805,000 | ||||
Proceeds from sale of non-strategic vineyard | 3,902,000 | 1,754,000 | |||||
Pre-tax gain on sale of vineyard | 1,818,000 | 717,000 | |||||
Commitment to spend on vineyards under development and construction in progress | $412,000 |
Property_And_Equipment_Summary
Property And Equipment (Summary Of Property And Equipment) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 156,332 | $152,761 |
Accumulated depreciation and amortization | -47,625 | -43,725 |
Property and equipment, net | 108,707 | 109,036 |
Land And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 41,573 | 41,580 |
Buildings And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 45,259 | 44,446 |
Vineyards And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 35,898 | 35,178 |
Winery And Vineyard Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 25,437 | 24,270 |
Caves [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,638 | 5,638 |
Vineyards Under Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,894 | 1,338 |
Construction In Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 633 | $311 |
Minimum [Member] | Buildings And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives | 20 years | |
Minimum [Member] | Vineyards And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives | 7 years | |
Minimum [Member] | Winery And Vineyard Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives | 3 years | |
Minimum [Member] | Caves [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives | 20 years | |
Maximum [Member] | Buildings And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives | 40 years | |
Maximum [Member] | Vineyards And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives | 25 years | |
Maximum [Member] | Winery And Vineyard Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives | 25 years | |
Maximum [Member] | Caves [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives | 40 years |
Financial_Instruments_Narrativ
Financial Instruments (Narrative) (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | $0 |
Liabilities measured at fair value | 0 | $0 |
Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment maturity period | 3 years |
Financial_Instruments_Schedule
Financial Instruments (Schedule Of Available For Sale Securities) (Details) (Certificates Of Deposit [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Available-for-sale Securities [Line Items] | ||
Par Value | $15,750 | $10,500 |
Amortized Cost | 15,750 | 10,500 |
Gross Unrealized Gains | 7 | |
Gross Unrealized Losses | -46 | -30 |
Fair Value Measurements | 15,711 | 10,470 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value Measurements | $15,711 | $10,470 |
Intangible_Assets_and_Other_No1
Intangible Assets and Other Non-Current Assets (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Intangible Assets And Other Non-Current Assets [Abstract] | |||
Amortization expense on intangible assets | $1,514,000 | $1,514,000 | $1,514,000 |
Future amortization expense, 2015 | 1,514,000 | ||
Future amortization expense, 2016 | 1,514,000 | ||
Future amortization expense, 2017 | 1,514,000 | ||
Future amortization expense, 2018 | 1,514,000 | ||
Future amortization expense, 2019 | $1,359,000 |
Intangible_Assets_and_Other_No2
Intangible Assets and Other Non-Current Assets (Summary Of Intangible Assets) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $17,300 | $18,820 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Lives | 7 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Lives | 20 years | |
Brand [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Lives | 17 years | 17 years |
Intangible assets | 13,812 | 14,841 |
Accumulated amortization | 3,688 | 2,659 |
Distribution Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Lives | 14 years | 14 years |
Intangible assets | 1,934 | 2,120 |
Accumulated amortization | 666 | 480 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Lives | 7 years | 7 years |
Intangible assets | 929 | 1,200 |
Accumulated amortization | 971 | 700 |
Legacy Permits [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Lives | 14 years | 14 years |
Intangible assets | 186 | 204 |
Accumulated amortization | 64 | 46 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 439 | 455 |
Accumulated amortization | $64 | $54 |
Other [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Lives | 15 years | 15 years |
Other [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Lives | 20 years | 20 years |
Due_To_Leucadia_And_Its_Affili1
Due To Leucadia And Its Affiliates (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Interest above prime rate | 0.13% | ||
Interest expense related to Leucadia and its affiliates | $0 | $783,000 | $5,192,000 |
Seghesio Family Vineyards [Member] | |||
Leucadia debt connected with acquisition | $45,000,000 |
Stockholders_Equity_and_Equity1
Stockholdersb Equity and Equity Incentive Plan (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2013 | Feb. 25, 2013 | |
Stockholdersb Equity and Equity Incentive Plan [Abstract] | |||||
Common shares, authorized | 150,000,000 | 150,000,000 | 150,000,000 | ||
Common shares, par value | $0.01 | $0.01 | $0.01 | ||
Common shares, shares issued | 24,458,368 | 24,458,368 | 24,458,368 | ||
Preferred shares, authorized | 15,000,000 | ||||
Preferred shares, issued | 0 | ||||
Dilutive or complex equity instruments or securities | $0 | $0 | $0 | ||
stock options or other common stock based awards available for grant | 1,000,000 | ||||
Stock based awards granted | 0 | ||||
Share repurchase program amount authorized | $2,000,000 | ||||
Shares repurchased | 0 |
Debt_Details
Debt (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Mar. 31, 2013 | |
Line of Credit Facility [Line Items] | ||
Credit facility borrowing capacity | $60,000,000 | |
Amounts borrowed under revolving credit facility | 0 | |
Revolving Credit Facility A [Member] | ||
Line of Credit Facility [Line Items] | ||
Credit facility borrowing capacity | 10,000,000 | |
Credit facility term | 5 years | |
Revolving Credit Facility B [Member] | ||
Line of Credit Facility [Line Items] | ||
Credit facility borrowing capacity | $50,000,000 | |
Credit facility term | 15 years | |
Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Unused line fee | 0.25% | |
Lower interest rate if there were outstanding amounts | 1.67% | |
Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Unused line fee | 0.38% | |
Higher interest rate if there were outstanding amounts | 1.99% |
Revenues_and_Gross_Profit_Deta
Revenues and Gross Profit (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues And Gross Profit [Line Items] | |||||||||||||||
Revenues | $17,702,000 | $12,844,000 | $14,296,000 | $13,272,000 | $16,759,000 | $12,486,000 | $15,221,000 | $12,006,000 | $14,504,000 | $12,520,000 | $11,616,000 | $10,134,000 | $58,114,000 | $56,472,000 | $48,774,000 |
Inventory write-down | -517,000 | 0 | -50,000 | ||||||||||||
Gross profit | 8,805,000 | 6,940,000 | 8,197,000 | 7,002,000 | 7,989,000 | 6,067,000 | 7,112,000 | 5,619,000 | 6,294,000 | 6,912,000 | 5,724,000 | 5,160,000 | 30,944,000 | 26,787,000 | 24,090,000 |
Wholesalers [Member] | |||||||||||||||
Revenues And Gross Profit [Line Items] | |||||||||||||||
Revenues | 33,811,000 | 32,612,000 | 27,015,000 | ||||||||||||
Gross profit | 16,564,000 | 14,532,000 | 13,163,000 | ||||||||||||
Direct to Consumers [Member] | |||||||||||||||
Revenues And Gross Profit [Line Items] | |||||||||||||||
Revenues | 20,343,000 | 19,656,000 | 18,113,000 | ||||||||||||
Gross profit | 14,277,000 | 12,394,000 | 10,598,000 | ||||||||||||
Bulk Wine And Grape Sales, Event Fees And Retail Sales [Member] | |||||||||||||||
Revenues And Gross Profit [Line Items] | |||||||||||||||
Revenues | 3,960,000 | 4,204,000 | 3,646,000 | ||||||||||||
Gross profit | $620,000 | ($139,000) | $379,000 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | |||
Change in valuation allowance | $265,000 | ($25,371,000) | ($1,252,000) |
Decrease in valuation allowance | -265,000 | -2,500,000 | |
Net deferred tax asset | -1,083,000 | 2,500,000 | |
Valuation allowance | 0 | 265,000 | |
Elimination Of Net Operating Loss [Member] | |||
Income Taxes [Line Items] | |||
Change in valuation allowance | -21,992,000 | ||
Federal [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss | 2,504,000 | ||
California State [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss | $23,308,000 |
Income_Taxes_Provision_Benefit
Income Taxes (Provision (Benefit) For Income Taxes) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes [Abstract] | |||
Current State income taxes | $110 | $75 | $11 |
Deferred State income taxes | 659 | ||
State income taxes | 769 | 75 | 11 |
Current Federal income taxes | 166 | 90 | |
Deferred Federal income taxes | 2,926 | -2,500 | |
Federal income taxes | 3,092 | -2,410 | |
Total | $3,861 | ($2,335) | $11 |
Income_Taxes_Principal_Compone
Income Taxes (Principal Components Of Deferred Taxes) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Taxes [Abstract] | ||
Federal NOL carryover | $851,000 | $3,922,000 |
California NOL carryover | 1,362,000 | 1,783,000 |
Federal AMT credit | 307,000 | 90,000 |
Inventory | 1,602,000 | 1,017,000 |
Intangible assets, net and goodwill | 68,000 | 523,000 |
Other | 327,000 | 196,000 |
Deferred tax assets gross | 4,517,000 | 7,531,000 |
Valuation allowance | 0 | -265,000 |
Deferred tax assets | 4,517,000 | 7,266,000 |
Property and equipment | -5,600,000 | -4,766,000 |
Net deferred tax asset (liability) | -1,083,000 | 2,500,000 |
Deferred tax asset, current | 3,184,000 | 3,000,000 |
Deferred tax liability, non-current | $4,267,000 | $500,000 |
Income_Taxes_Schedule_Of_Opera
Income Taxes (Schedule Of Operating Loss Carryforwards) (Details) (California State [Member], USD $) | Dec. 31, 2014 |
California State [Member] | |
Operating Loss Carryforwards [Line Items] | |
2015 | $452,000 |
2016 | 6,483,000 |
Thereafter | 16,373,000 |
Total | $23,308,000 |
Income_Taxes_Schedule_Of_Effec
Income Taxes (Schedule Of Effective Income Tax Reconciliation) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes [Abstract] | |||
Expected federal income tax expense (benefit) | $3,027 | $1,671 | $78 |
State income tax expense | 769 | 75 | 11 |
Use of net operating loss | -78 | ||
Decrease in valuation allowance | -265 | -2,500 | |
Tax expense not provided on income recorded prior to reversal of deferred tax valuation allowance | -1,581 | ||
Other | 330 | ||
Total | $3,861 | ($2,335) | $11 |
Employee_Benefit_Plan_Details
Employee Benefit Plan (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Benefit Plan [Abstract] | |||
Percentage of participantbs salary eligible for match | 25.00% | ||
Total company contributions | $163,000 | $150,000 | $132,000 |
Business_Segment_Information_N
Business Segment Information (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
segment | |
Business Segment Information [Abstract] | |
Number of Operating Segments | 2 |
Business_Segment_Information_S
Business Segment Information (Schedule Of Segment Reporting) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net sales | $17,702 | $12,844 | $14,296 | $13,272 | $16,759 | $12,486 | $15,221 | $12,006 | $14,504 | $12,520 | $11,616 | $10,134 | $58,114 | $56,472 | $48,774 |
Cost of sales | 27,170 | 29,685 | 24,684 | ||||||||||||
Gross Margin | 8,805 | 6,940 | 8,197 | 7,002 | 7,989 | 6,067 | 7,112 | 5,619 | 6,294 | 6,912 | 5,724 | 5,160 | 30,944 | 26,787 | 24,090 |
Direct Selling Expense | 10,081 | 9,807 | 8,764 | ||||||||||||
Wholesale [Member] | |||||||||||||||
Net sales | 33,811 | 32,612 | 27,015 | ||||||||||||
Cost of sales | 17,247 | 18,080 | 13,852 | ||||||||||||
Gross Margin | 16,564 | 14,532 | 13,163 | ||||||||||||
Direct Selling Expense | 5,688 | 5,449 | 4,310 | ||||||||||||
Contribution Margin | 10,876 | 9,083 | 8,853 | ||||||||||||
Percentage of Reportable Segment Total net sales | 62.40% | 62.40% | 59.90% | ||||||||||||
Direct to Consumer [Member] | |||||||||||||||
Net sales | 20,343 | 19,656 | 18,113 | ||||||||||||
Cost of sales | 6,066 | 7,262 | 7,515 | ||||||||||||
Gross Margin | 14,277 | 12,394 | 10,598 | ||||||||||||
Direct Selling Expense | 4,393 | 4,358 | 4,454 | ||||||||||||
Contribution Margin | 9,884 | 8,036 | 6,144 | ||||||||||||
Percentage of Reportable Segment Total net sales | 37.60% | 37.60% | 40.10% | ||||||||||||
Reportable Segment [Member] | |||||||||||||||
Net sales | 54,154 | 52,268 | 45,128 | ||||||||||||
Cost of sales | 23,313 | 25,342 | 21,367 | ||||||||||||
Gross Margin | 30,841 | 26,926 | 23,761 | ||||||||||||
Direct Selling Expense | 10,081 | 9,807 | 8,764 | ||||||||||||
Contribution Margin | $20,760 | $17,119 | $14,997 | ||||||||||||
Percentage of Reportable Segment Total net sales | 100.00% | 100.00% | 100.00% |
Business_Segment_Information_S1
Business Segment Information (Schedule Of Reconciliation Of Segment Contributions) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Net sales | $17,702 | $12,844 | $14,296 | $13,272 | $16,759 | $12,486 | $15,221 | $12,006 | $14,504 | $12,520 | $11,616 | $10,134 | $58,114 | $56,472 | $48,774 | |||
Cost of sales | 27,170 | 29,685 | 24,684 | |||||||||||||||
Gross Margin | 8,805 | 6,940 | 8,197 | 7,002 | 7,989 | 6,067 | 7,112 | 5,619 | 6,294 | 6,912 | 5,724 | 5,160 | 30,944 | 26,787 | 24,090 | |||
Direct Selling Expense | 10,081 | 9,807 | 8,764 | |||||||||||||||
Centralized Selling Expense | 3,146 | 3,000 | 2,688 | |||||||||||||||
G&A expense/administrative service | 10,249 | 9,270 | 7,273 | |||||||||||||||
Net (gain)/ loss on disposals of property and equipment | -1,553 | -649 | 262 | |||||||||||||||
Income from operations | 9,021 | 5,359 | 5,103 | |||||||||||||||
Other/Non-allocable [Member] | ||||||||||||||||||
Net sales | 3,960 | [1] | 4,204 | [1] | 3,646 | [1] | ||||||||||||
Cost of sales | 3,857 | [1] | 4,343 | [1] | 3,317 | [1] | ||||||||||||
Gross Margin | 103 | [1] | -139 | [1] | 329 | [1] | ||||||||||||
Centralized Selling Expense | 3,146 | [1] | 3,000 | [1] | 2,688 | [1] | ||||||||||||
G&A expense/administrative service | 10,249 | [1] | 9,270 | [1] | 7,273 | [1] | ||||||||||||
Net (gain)/ loss on disposals of property and equipment | -1,553 | [1] | -649 | [1] | 262 | [1] | ||||||||||||
Income from operations | -11,739 | [1] | -11,760 | [1] | -9,894 | [1] | ||||||||||||
Reportable Segment [Member] | ||||||||||||||||||
Net sales | 54,154 | 52,268 | 45,128 | |||||||||||||||
Cost of sales | 23,313 | 25,342 | 21,367 | |||||||||||||||
Gross Margin | 30,841 | 26,926 | 23,761 | |||||||||||||||
Direct Selling Expense | 10,081 | 9,807 | 8,764 | |||||||||||||||
Income from operations | $20,760 | $17,119 | $14,997 | |||||||||||||||
[1] | Other/Non-allocable gross margin includes bulk wine and grape sales, event fees and retail sales. Other/Non-allocable expenses include centralized corporate expenses not specific to an identified reporting segment. |
Commitments_Narrative_Details
Commitments (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Lease agreement expiration year | 2022 | ||
Base rent expense | $49,000 | $26,000 | $21,000 |
Purchase commitments expiration year | 2025 | ||
Amounts purchased under agreements | 7,666,000 | 6,929,000 | 6,544,000 |
Related Party [Member] | |||
Amounts purchased under agreements | $579,000 | $489,000 | $595,000 |
Commitments_Schedule_Of_Future
Commitments (Schedule Of Future Base Rents ) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments [Abstract] | |
2015 | $234 |
2016 | 219 |
2017 | 211 |
2018 | 217 |
2019 | 219 |
Thereafter | 108 |
Total | $1,208 |
Commitments_Schedule_Of_Purcha
Commitments (Schedule Of Purchase Commitments) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Third Party [Member] | |
Long-term Purchase Commitment [Line Items] | |
2015 | $6,522 |
2016 | 5,005 |
2017 | 3,412 |
2018 | 1,291 |
2019 | 932 |
Thereafter | 3,078 |
Total | 20,240 |
Related Party [Member] | |
Long-term Purchase Commitment [Line Items] | |
2015 | 605 |
2016 | 194 |
2017 | 194 |
2018 | 194 |
Total | $1,187 |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||||||||||
Selected Quarterly Financial Data [Abstract] | |||||||||||||||||||||||||||
Net sales | $17,702 | $12,844 | $14,296 | $13,272 | $16,759 | $12,486 | $15,221 | $12,006 | $14,504 | $12,520 | $11,616 | $10,134 | $58,114 | $56,472 | $48,774 | ||||||||||||
Gross profit | 8,805 | 6,940 | 8,197 | 7,002 | 7,989 | 6,067 | 7,112 | 5,619 | 6,294 | 6,912 | 5,724 | 5,160 | 30,944 | 26,787 | 24,090 | ||||||||||||
Income from operations | 1,827 | [1] | 1,565 | [1] | 3,911 | [1] | 1,718 | [1] | 1,995 | [1] | 480 | [1] | 1,224 | [1] | 1,660 | [1] | 750 | [1] | 2,611 | [1] | 891 | [1] | 851 | [1] | 8,861 | 4,773 | 222 |
Net income | $1,067 | $699 | $2,290 | $944 | $4,489 | $407 | $1,245 | $967 | ($572) | $1,304 | ($145) | ($376) | $5,000 | $7,108 | $211 | ||||||||||||
Basic and fully diluted earnings per common share | $0.04 | $0.03 | $0.09 | $0.04 | $0.18 | $0.02 | $0.05 | $0.04 | ($0.02) | [2] | $0.05 | [2] | ($0.01) | [2] | ($0.02) | [2] | $0.20 | $0.29 | $0.01 | ||||||||
Number of shares used in calculation | 24,458 | 24,458 | 24,458 | 24,458 | 24,458 | 24,458 | 24,458 | 24,458 | 24,458 | 24,458 | 24,458 | 24,458 | 24,458 | 24,458 | 24,458 | ||||||||||||
[1] | (a)Net (gain)/loss on the disposal of property and equipment previously reported was reclassified as a component of income from operations to conform with current year's presentation. | ||||||||||||||||||||||||||
[2] | (b)For 2012, the total of quarterly per share amounts does not equal the annual per share amount due to rounding. |