COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Dec. 31, 2013 |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
NOTE 8 – COMMITMENTS AND CONTINGENCIES |
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Leases |
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In February 2011, we entered into a lease agreement for a tasting room and winery. The lease is for five years, commencing on March 1, 2011 and ending on February 29, 2016, and contains one option to extend for an additional period of five years. We have the right of first refusal in the event the lessor desires to sell the leased property. Annual rent for the tasting room is $0.1 million, due monthly. The winery rent is subject to adjustment based on the actual number of cases produced each year; however, future payments are based on a minimum number of cases, as specified in the agreement. Beginning on September 1, 2012 and annually thereafter, tasting room and winery rent is increased by 3%. Lease expense is accounted for on a straight-line basis. At December 31, 2013, future lease payment commitments totaled approximately $0.6 million. Lease expense for the quarter periods ended December 31, 2013 and 2012 was $0.07 million, respectively. Lease expense for the six-month periods ended December 31, 2013 and 2012 was $0.1 million, respectively. |
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In October 2013, we entered into a lease agreement for administrative office space. The lease commences on October 15, 2013 and ends on October 31, 2016, and contains three one year renewal options with adjustment to market rents. Annual rent for fiscal 2014 totals $0.02 million, due monthly with the first lease payment commencing January 2014. At December 31, 2013, future lease payment commitments totaled approximately $0.1 million. |
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Credit Facilities |
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In June 2012, a bank extended the maturity date for a loan in order to allow us to finalize a new financing facility with a different bank. On July 16, 2012, we executed credit facilities with a bank totaling $13.0 million to provide funds for working capital needs, to refinance existing debt, and to purchase new equipment. The credit facilities are collateralized by substantially all of our assets, require compliance with certain financial covenants and are guaranteed by certain members of the LLC. For information regarding guarantors see “Security Agreements and Limited Guaranties” below. The facilities include a line of credit for $9.0 million that was funded in July 2012 that carries an interest rate of 1.75% above LIBOR and is due on or before May 31, 2014; $0.1 million to fund previously purchased capital equipment that was funded in August 2012 at a fixed interest rate of 3.75% and due on January 15, 2018; an incremental $0.4 million capital equipment line to purchase new equipment that was funded in January 2013 at a fixed rate of interest of 3.75% and is due on January 15, 2018; a $0.1 million foreign exchange facility that has not yet been funded, that carries a 10% credit percentage and allows us to enter into any spot or forward transaction to purchase from or sell to our bank a foreign currency and is due on or before May 31, 2014; and a real estate loan for $3.4 million that was funded in August 2012, that carries an interest rate of 2.25% above LIBOR. These funds were used to settle $5.5 million of amounts due in the June 30, 2012 consolidated financial statements. |
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At September 30, 2012 and December 31, 2012, we were not in compliance with certain financial covenants included in our credit facility. In March 2013, in connection with the bank issuance of a waiver for the financial covenants, we amended and restated a LLC member warrant to allow for the immediate exercise of the warrant for a 3% member interest. The original common stock warrant, issued in May 2012, was for 20% of the contributed members’ equity interest equal to $0.5 million. The obligation was satisfied with the exercise of the warrant in March 2013 for $0.5 million. |
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Additionally, related party obligations of $0.7 million were subordinated and $0.4 million of newly issued, convertible, subordinated debt was received from four members of the LLC. The debt bears interest at 10% per annum, with interest and principal due before March 1, 2014. Upon completion of the IPO on June 25, 2013, all amounts were released from subordination and paid in full. |
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The loan agreement contains usual and customary provisions, including, without limitation: |
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| · | limitation on incurring senior indebtedness; | | | | | | | | |
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| · | limitation on making loans and advances; | | | | | | | | |
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| · | limitation on investments, acquisitions, and capital expenditures; | | | | | | | | |
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| · | limitation on liens, mergers and sales of assets; and | | | | | | | | |
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| · | limitations on new activities of Truett-Hurst. | | | | | | | | |
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In addition, the loan agreement contains negative and financial covenants, including, without limitation, a minimum current assets to current liabilities ratio (measured quarterly), debt to effective tangible net worth ratio (measured quarterly) and debt service coverage ratio (measured annually). At December 31, 2013, we were in compliance with all negative and financial covenants. |
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Related Party Notes Payable |
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We executed a $0.2 million unsecured promissory note payable to a member of the LLC, in connection with our repurchase of his Put Interest. The note bears interest at 4.5% per annum and is payable monthly in principal and interest payments of $0.01 million, with any unpaid principal and interest due and payable on May 3, 2015. |
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In connection with the Chief Executive Officer (“CEO”) of the LLC and Truett-Hurst, Inc.’s departure from a former employer and termination of his non-compete agreement, we agreed to reimburse $0.3 million, payable monthly in principal and interest payments of $0.01 million. This amount accrued interest at a rate of 0.43% per annum and matured in November 2012. All amounts due under this agreement have been paid in full. |
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We executed a $0.4 million note payable to certain members and directors of the LLC and Truett-Hurst, Inc., in connection with operating capital needs. The note bore interest at 6.5% per annum, with the entire principal balance and unpaid accrued interest due and payable on June 30, 2012. In June 2012, the note was paid in full with funds borrowed under the loan agreement. |
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Note to a related party consisted of the following (in thousands, except payments in footnotes): |
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| | | 2013 | | | |
| | | December 31, | | June 30, | | | |
Related party notes: | | | | | | | | | | |
Note 1 | -1 | | $ | 103 | | $ | 137 | | | |
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Less current maturities | | | | -72 | | | -70 | | | |
Total | | | $ | 31 | | $ | 67 | | | |
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| -1 | Note payable to a member for the repurchase of a certain percentage of their ownership interest in the LLC; pursuant to exercise of put right; unsecured; payable monthly in principal and interest payments of $6,245; matures in May 2015, at which time a lump sum payment for any remaining principal and interest is due; fixed interest rate of 4.5%. | | | | | | | | |
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Future principal and interest payments for the related party notes at December 31, 2013 are as follows: |
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Years ending June 30: | | | | | | |
( in thousands) | | | | | | |
2014 | | $ | 36 | | | | | | | |
2015 | | | 67 | | | | | | | |
| | | 103 | | | | | | | |
Add: Estimated interest | | | 3 | | | | | | | |
Total | | $ | 106 | | | | | | | |
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Borrowings |
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Borrowings consisted of the following (in thousands, except payments in footnotes): |
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| | | 2013 | | | |
| | | December 31, | | June 30, | | | |
Long term debt: | | | | | | | | | | |
Note 1 | -1 | | $ | 3,189 | | $ | 3,257 | | | |
Note 2 | -2 | | | 94 | | | 117 | | | |
Note 3 | -3 | | | 297 | | | 330 | | | |
Total bank notes payable | | | | 3,580 | | | 3,704 | | | |
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Less current maturities | | | | -252 | | | -250 | | | |
Total | | | $ | 3,328 | | $ | 3,454 | | | |
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| -1 | Note payable to a bank, collateralized by a deed of trust on property payable monthly in principal payments of $11,270 plus interest, matures May 31, 2022, variable interest of 2.25% above LIBOR. | | | | | | | | |
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(2) Note payable to a bank, collateralized by equipment payable monthly with principal and interest payments of $4,226, matures November 1, 2015; at 3.75% interest. |
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| -3 | Note payable to a bank, collateralized by equipment payable monthly with principal and interest payments of $6,535, matures January 15, 2018; at 3.75% interest. | | | | | | | | |
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Future principal and interest payments for the long-term debt at December 31, 2013 are as follows: |
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Years ending June 30: | | | | | | | |
( in thousands) | | | | | | | |
2014 | | $ | 125 | | | | | | | |
2015 | | | 254 | | | | | | | |
2016 | | | 229 | | | | | | | |
2017 | | | 210 | | | | | | | |
2018 | | | 180 | | | | | | | |
Thereafter | | | 2,582 | | | | | | | |
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| | | 3,580 | | | | | | | |
Add: Estimated interest | | | 911 | | | | | | | |
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Total | | $ | 4,491 | | | | | | | |
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Security Agreements and Limited Guaranties |
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In connection with our entry into a bank loan on July 16, 2012, certain of our executive officers and members of the LLC, as well as certain trusts and other entities under their respective control, entered into guarantee agreements. For information regarding the bank loan see “Credit Facilities” above. |
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Limited Guaranty – Hurst Trust: On July 16, 2012, the Hurst Revocable Trust (“Hurst Trust”) , a member of the LLC, and Phillip L. Hurst , director and CEO of the LLC and Truett-Hurst, Inc. and a co-trustee of the Hurst Trust, entered into a Limited Guaranty pursuant to which the Hurst Trust and Mr. Hurst, together, guarantees the full payment to the bank of all sums presently due and owing and all sums which shall in the future become due and owing to the bank from us. The liability of the Hurst Trust and Mr. Hurst, as guarantor, is limited to 42% of the sum of all obligations due to the bank, plus the costs, expenses and interest associated with the collection of amounts recoverable under this guarantee. |
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Limited Guaranty – Hambrecht Trust: On July 16, 2012, the Hambrecht Trust and William R. Hambrecht, a director of the LLC and Truett-Hurst, Inc. and trustee of the Hambrecht Trust, entered into a Limited Guaranty pursuant to which the Hambrecht Trust and Mr. Hambrecht, together, guarantees the full payment to the bank of all sums presently due and owing and all sums which shall in the future become due and owing to the bank from us. The liability of the Hambrecht Trust and Mr. Hambrecht, as guarantor, is limited to 35% of the sum of all obligations due to the bank, plus the costs, expenses and interest associated with the collection of amounts recoverable under this guarantee. On September 30, 2013, Mr. Hambrecht notified the Company that he would not stand for re-election and his director’s term expired November 20, 2013. |
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Limited Guaranty – Dolan 2005 Trust: On July 16, 2012, the Dolan 2005 Trust, a member of the LLC, and Heath E. Dolan, a director of the LLC and Truett-Hurst, Inc. and a co-trustee of the Dolan 2005 Trust, entered into a Limited Guaranty pursuant to which the Dolan 2005 Trust and Mr. Dolan, together, guarantees the full payment to the bank of all sums presently due and owing and all sums which shall in the future become due and owing to the bank from us. The liability of the Dolan 2005 Trust and Mr. Dolan, as guarantor, is limited to 26% of the sum of all obligations due to the bank, plus the costs, expenses and interest associated with the collection of amounts recoverable under this guarantee. |
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Limited Guaranty – Dolan 2003 Trust: On July 16, 2012, the Dolan 2003 Trust, a member of the LLC, and Paul E. Dolan, III , a director of the LLC and Truett-Hurst, Inc. and trustee of the Dolan 2003 Trust, entered into a Limited Guaranty pursuant to which the Dolan 2003 Trust and Mr. Dolan, together, guarantees the full payment to the bank of all sums presently due and owing and all sums which shall in the future become due and owing to the bank from us. The liability of the Dolan 2003 Trust and Mr. Dolan, as guarantor, is limited to 26% of the sum of all obligations due to the bank, plus the costs, expenses and interest associated with the collection of amounts recoverable under this guarantee. |
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Limited Guaranty – Carroll-Obremskey Trust: On July 16, 2012, the Carroll-Obremskey Trust, a member of the LLC, and Daniel A. Carroll, a director of the LLC and Truett-Hurst, Inc. and a co-trustee of the Carroll-Obremskey Trust, entered into a Limited Guaranty pursuant to which the Carroll-Obremskey Trust and Mr. Carroll, together, guarantees the full payment to the bank of all sums presently due and owing and all sums which shall in the future become due and owing to the bank from us. The liability of the Carroll-Obremskey Trust and Mr. Carroll, as guarantor, is limited to 26% of the sum of all obligations due to the bank, plus the costs, expenses and interest associated with the collection of amounts recoverable under this guarantee. |
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Unlimited Guaranty – Hambrecht Wine Group: On July 16, 2012, the Hambrecht Wine Group, a member of the LLC, entered into an Unlimited Guaranty pursuant to which Hambrecht Wine Group guarantees the full payment to the bank of all sums presently due and owing and all sums which shall in the future become due and owing to the bank from us. The liability of Hambrecht Wine Group, as guarantor, is unlimited. On September 30, 2013, Mr. Hambrecht notified the Company that he would not stand for re-election and his director’s term expired November 20, 2013. |
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Supply Contract |
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On February 26, 2013, we executed a supply of goods agreement for our paper wine bottle. The term of the agreement is seven years and the minimum purchase commitment for the first two years is $0.8 million for each year. Minimum purchase amounts for years three through seven are to be agreed upon six-months before the commencement of each of those years, respectively. Under the terms of this arrangement, we have exclusive rights to certain geographic regions, as long as minimum purchase levels are maintained. Additionally, the agreement commits us to an annual marketing spend of the lesser of 5% of our net sales of wine supplied in the products, or $1.0 million. At December 31, 2013, future commitments for finished goods total approximately $2.3 million. |
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We enter into short and long-term contracts to supply a portion of our future grapes and bulk wine inventory requirements with third parties and related party growers. Future minimum inventory commitments at December 31, 2013 are as follows: |
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| | Third | | Related | | | | |
Years ending June 30: | | Parties | | Parties | | Total | |
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2015 | | $ | 3,597 | | $ | 612 | | $ | 4,209 | |
2016 | | | 2,760 | | | 224 | | | 2,984 | |
Total | | $ | 6,357 | | $ | 836 | | $ | 7,193 | |
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For the quarter periods ended December 31, 2012, grape inventory purchases under the agreements with related parties totaled $1.1 million. For the quarter periods ended December 31, 2013, grape inventory purchases under the agreements with related parties were reduced by $0.1 million due to a change in the classification of a related party to a third party. For the six-month periods ended December 31, 2013 and 2012, grape, bulk wine, and finished goods inventory purchases under the agreements with related parties totaled $0.7 million, $1.4 million, respectively. |
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Litigation |
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We may be subject to various litigation matters arising in the ordinary course of business from time to time. However, we are not aware of any current pending legal matters or claims, individually or in the aggregate, that are expected to have a material adverse impact on our consolidated financial position, results of operations, or cash flows. |
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Indemnification |
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From time to time we enter into certain types of contracts that contingently require us to indemnify various parties against claims from third parties. These contracts primarily relate to (i) certain real estate leases, under which we may be required to indemnify property owners for environmental and other liabilities, and other claims arising from our use of the applicable premises, (ii) certain agreements with our officers, directors, and employees, under which we may be required to indemnify such persons for liabilities arising out of their employment relationship, (iii) contracts under which we may be required to indemnify customers against third-party claims that our product infringes a patent, copyright, or other intellectual property right, and (iv) procurement or license agreements, under which we may be required to indemnify licensors or vendors for certain claims that may be brought against them arising from our acts or omissions with respect to the supplied products or technology. |
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Generally, a maximum obligation under these contracts is not explicitly stated. Because the obligated amounts associated with these types of agreements are not explicitly stated, the overall maximum amount of the obligation cannot be reasonably estimated. Historically, we have not been required to make payments under these obligations, and no liabilities have been recorded at December 31, 2013 and June 30, 2013, for these obligations on our balance sheets. |
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