COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
NOTE 6 – 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. 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. |
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In October 2013, we entered into a lease agreement for administrative office space. The lease commenced on October 15, 2013 and ends on October 31, 2016, and contains three one-year renewal options with adjustment to market rents. |
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Lease payments for these facilities for three-month period ended September 30, 2014 and 2013, totaled $0.1 million and $0.07 million, respectively. Future lease payment commitments total approximately $0.5 million. |
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Credit Facilities and Notes Payable |
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Since June 30, 2014, there have been no material changes with respect to our credit facilities and or borrowings as disclosed in the “Notes to the Financial Statements – Commitments and Contingencies” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014. |
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The credit facilities, which mature on July 31, 2015, include (a) a revolving line of credit with a maximum commitment of $9.0 million which accrues interest at 1.75% above the London Interbank Offered Rate (“LIBOR”), (b) a capital equipment line with a maximum commitment of a $0.5 million which carries an interest rate of 2.25% above floating One-Month LIBOR, and (c) a foreign exchange facility with a maximum commitment of $0.1 million which allows to enter into any spot or forward transaction to purchase from or sell to our bank a foreign currency. We did not use the foreign exchange facility during the three month period ended September 30, 2014. The outstanding balances on the components of the credit facilities are: |
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| | September 30, 2014 | | June 30, 2014 | | | | | |
Credit Facilities | | (in thousands) | | | | | |
Line of credit | | $ | 8,947 | | $ | 8,648 | | | | | |
Equipment line of credit | | | 108 | | | 37 | | | | | |
Total credit facilities | | $ | 9,055 | | $ | 8,685 | | | | | |
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The credit facilities are secured by a pledge of substantially all of our assets and availability is subject to compliance with certain covenants, including, without limitation, a minimum current assets to current liabilities ratio (measured quarterly), a debt to effective tangible net worth ratio (measured quarterly) and a debt service coverage ratio (measured annually at our fiscal year end). |
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Borrowings consisted of the following: |
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| | | | September 30, 2014 | | June 30, 2014 | |
Long term debt: | | | | | | ( in thousands, except payments in footnotes) | |
Note 1 | | | | -1 | | $ | 3,088 | | $ | 3,122 | |
Note 2 | | | | -2 | | | 58 | | | 70 | |
Note 3 | | | | -3 | | | 245 | | | 263 | |
Note 4 | | | | -4 | | | 386 | | | 405 | |
Total bank notes payable | | | | | | | 3,777 | | | 3,860 | |
Less LTD current maturities | | | | | | | -335 | | | -333 | |
Total long term debt | | | | | | $ | 3,442 | | $ | 3,527 | |
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| -1 | Note payable to a bank, secured by a deed of trust on property, payable monthly with 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, secured 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, secured by equipment, payable monthly with principal and interest payments of $6,535, matures January 15, 2018 at 3.75% interest. | | | | | | | | | |
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| -4 | Note payable to a bank, secured by equipment, payable monthly with principal and interest payments of $7,783, matures March 1, 2019; at 3.75% interest. | | | | | | | | | |
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Future principal and interest payments for the long-term debt as of September 30, 2014 are as follows: |
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Years ending June 30: | | | | | | | | |
(in thousands) | | | | | | | | |
2015 (remaining nine months) | | $ | 251 | | | | | | | | |
2016 | | | 311 | | | | | | | | |
2017 | | | 296 | | | | | | | | |
2018 | | | 269 | | | | | | | | |
2019 | | | 204 | | | | | | | | |
Thereafter | | | 2,446 | | | | | | | | |
| | | 3,777 | | | | | | | | |
Add: Estimated interest | | | 847 | | | | | | | | |
Total | | $ | 4,624 | | | | | | | | |
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Related Party Transaction |
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Since June 30, 2014, there have been no material changes with respect to our related party loan as disclosed in the “Notes to the Consolidated Financial Statements – Commitments and Contingencies” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014. Our note to a related party consisted of the following: |
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| | | | September 30, 2014 | | June 30, 2014 | | | |
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Related party note: | | | | | | | | | |
Note | | -1 | | $ | 49 | | $ | 67 | | | |
Less current maturities | | | | | -49 | | | -67 | | | |
Total related party note | | | | $ | - | | $ | - | | | |
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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 note as of September 30, 2014 are as follows: |
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Years ending June 30: | | | | | | | | |
(in thousands) | | | | | | | | |
2015 (remaining nine months) | | $ | 49 | | | | | | | | |
Add: Estimated interest | | | 1 | | | | | | | | |
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Total | | $ | 50 | | | | | | | | |
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Supply Contract |
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At September 30, 2014, total future purchase commitments for finished goods (including paper bottles) total approximately $7.0 million and are expected to be fulfilled during fiscal 2015 to 2017. |
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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 are as follows: |
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| | Third | | | | | | | | |
Years ending June 30: | | Parties | | | | | | | | |
| | (in thousands) | | | | | | | | |
2015 | | $ | 4,127 | | | | | | | | |
2016 | | | 575 | | | | | | | | |
Totals | | $ | 4,702 | | | | | | | | |
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Our related party commitments were fulfilled during the first quarter of fiscal 2015; however, we may enter into new related party commitments in the ordinary course of business. |
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Guarantees |
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Since June 30, 2014, there have been no material changes with respect to our guarantees as disclosed in the “Notes to the Consolidated Financial Statements – Commitments and Contingencies” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014. |
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Litigation |
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From time to time, we may be subject to various litigation matters arising in the ordinary course of business. 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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Exchange Agreement |
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Prior to the completion of the IPO, we entered into an exchange agreement with the existing owners of the LLC, several of whom are directors and/or officers. Under the exchange agreement, each existing owner (and certain permitted transferees thereof) may (subject to the terms of the exchange agreement), exchange their LLC Units for shares of Class A common stock of the Company on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or for cash, at our election. As a holder exchanges their LLC Units, our interest in the LLC will be correspondingly increased. During FY14, certain members exchanged 0.9 million LLC units, on a one-for-one basis, for shares of Class A common stock of the Company, under the exchange agreement. There were no exchanges of LLC units during the first quarter of FY15. |
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Tax Receivable Agreement |
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We entered into a tax receivable agreement with the LLC unit holders which provides for payment by the Company to the LLC unit holders who convert their units to shares, an amount equal to 90% of the amount of the benefit, if any, that are realized as a result of (i) increases in tax basis associated with the election effected under Section 754 of the Code, and (ii) certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. Any payments under the tax receivable agreement will depend upon whether we have taxable income to utilize the benefit. |
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We will be required to pay the counterparties to the tax receivable agreement for certain tax benefits we may claim arising in connection with current exchanges, future purchases or exchanges of LLC Units and related transactions, and the amounts we may pay could be significant. |
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H.D.D. LLC intends to make an election under Section 754 of the Internal Revenue Code (the “Code”) effective for each taxable year in which an exchange of LLC Units for shares of Class A common stock as described above occurs, which may result in an adjustment to the tax basis of the assets of H.D.D. LLC at the time of an exchange of LLC Units. As a result of these exchanges, Truett-Hurst Inc. will become entitled to a proportionate share of the existing tax basis of the assets of H.D.D. LLC. In addition, the purchase of Holdings Units and subsequent exchanges are expected to result in increases in the tax basis of the assets of H.D.D. LLC that otherwise would not have been available. |
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Both this proportionate share and these increases in tax basis may reduce the amount of tax that Truett-Hurst Inc. would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. |
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We recorded deferred tax assets of $3.0 million related to the exchange of 0.9 million LLC units for an equal amount of THI Class A common stock. We recorded a $2.9 million long-term liability due to LLC unit holders who converted their units to shares which represents 90% of the estimated tax benefits and $0.3 million for the difference in the recorded deferred tax asset and computed TRA liability and recorded as an adjustment to equity. As of June 30, 2014, we recorded a valuation allowance on our deferred tax assets for $3.0 million as it was determined that it was more likely than not that the tax benefits would not be realized which resulted in corresponding adjustments to the TRA liability and equity as mentioned above. There was no activity related to the Tax Receivable Agreement in the three months ended September 30, 2014. |
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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 specific amounts associated with these types of agreements are 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 September 30, 2014 and June 30, 2014, for these obligations on our balance sheets. |
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