Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended |
Dec. 31, 2014 | |
Document Information [Line Items] | |
Entity Registrant Name | Truett-Hurst, Inc. |
Entity Central Index Key | 1564709 |
Current Fiscal Year End Date | -24 |
Entity Filer Category | Smaller Reporting Company |
Trading Symbol | THST |
Entity Common Stock, Shares Outstanding | 3,847,986 |
Document Type | 10-Q |
Amendment Flag | FALSE |
Document Period End Date | 31-Dec-14 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2015 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $2,913 | $5,567 |
Accounts receivable | 2,294 | 3,300 |
Inventories | 21,952 | 17,179 |
Bulk wine deposit | 0 | 1,424 |
Other current assets | 162 | 161 |
Total current assets | 27,321 | 27,631 |
Property and equipment, net | 5,931 | 5,553 |
Goodwill | 134 | 134 |
Intangible assets, net | 753 | 629 |
Other assets, net | 418 | 381 |
Total assets | 34,557 | 34,328 |
Current liabilities: | ||
Credit facilities | 8,457 | 8,685 |
Accounts payable and accrued expenses | 3,474 | 3,194 |
Accrual for sales returns | 582 | 0 |
Due to related parties | 363 | 56 |
Related party note | 31 | 67 |
Current maturities of long-term debt | 400 | 333 |
Total current liabilities | 13,307 | 12,335 |
Deferred rent liability | 37 | 48 |
Long-term debt, net of current maturities | 3,418 | 3,527 |
Total liabilities | 16,762 | 15,910 |
Commitments and contingencies (Note 5) | ||
Stockholders' equity | ||
Preferred stock, par value of $0.001 per share, 5,000,000 shares authorized and zero issued and outstanding at December 31, 2014 and June 30, 2014 | 0 | 0 |
Additional paid-in capital | 14,401 | 14,057 |
Accumulated deficit | -4,569 | -3,995 |
Total Truett-Hurst, Inc. stockholders' equity | 9,836 | 10,066 |
Non-controlling interests | 7,959 | 8,352 |
Total equity | 17,795 | 18,418 |
Total liabilities and equity | 34,557 | 34,328 |
Common Class A [Member] | ||
Stockholders' equity | ||
Common Stock, Value | 4 | 4 |
Common Class B [Member] | ||
Stockholders' equity | ||
Common Stock, Value | $0 | $0 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Preferred Stock, No Par Value (In dollars per share) | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A [Member] | ||
Common Stock, No Par Value (in dollars per share) | $0.00 | $0.00 |
Common Stock, Shares Authorized | 15,000,000 | 15,000,000 |
Common Stock, Shares, Issued | 3,847,986 | 3,750,472 |
Common Stock, Shares, Outstanding | 3,847,986 | 3,750,472 |
Common Class B [Member] | ||
Common Stock, No Par Value (in dollars per share) | $0.00 | $0.00 |
Common Stock, Shares Authorized | 1,000 | 1,000 |
Common Stock, Shares, Issued | 9 | 9 |
Common Stock, Shares, Outstanding | 9 | 9 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Sales | $6,732 | $6,141 | $13,346 | $11,677 |
Less excise tax | -168 | -145 | -300 | -295 |
Net sales | 6,564 | 5,996 | 13,046 | 11,382 |
Cost of sales | 4,565 | 3,875 | 8,612 | 7,472 |
Gross profit | 1,999 | 2,121 | 4,434 | 3,910 |
Operating expenses: | ||||
Sales and marketing | 1,858 | 1,399 | 3,423 | 2,553 |
General and administrative | 812 | 588 | 1,755 | 1,324 |
Bulk wine sales, net gain | 0 | -1 | 0 | -1 |
Loss on disposal of assets | 0 | 0 | 2 | 0 |
Total operating expenses | 2,670 | 1,986 | 5,180 | 3,876 |
(Loss) income from operations | -671 | 135 | -746 | 34 |
Other (expense) income: | ||||
Interest expense, net | -69 | -39 | -133 | -81 |
Other | -77 | 47 | -86 | 30 |
Total other (expense) income | -146 | 8 | -219 | -51 |
(Loss) income before income taxes | -817 | 143 | -965 | -17 |
Income tax expense | 0 | 32 | 2 | 11 |
Net (loss) income before non-controlling interests | -817 | 111 | -967 | -28 |
Basic net (loss) income per share (in dollars per share) | ($0.13) | $0.01 | ($0.15) | $0 |
Diluted net (loss) income per share (in dollars per share) | ($0.13) | $0.01 | ($0.15) | $0 |
Basic weighted average shares outstanding (in shares) | 3,786,712 | 2,700,462 | 3,768,592 | 2,700,230 |
Diluted weighted average shares outstanding (in shares) | 3,786,712 | 2,947,390 | 3,768,592 | 2,947,158 |
Wine Spies, LLC [Member] | ||||
Other (expense) income: | ||||
Net income (loss) attributable to non-controlling interest | 49 | -37 | 86 | -61 |
Truett-Hurst, Inc and H.D.D. LLC [Member] | ||||
Other (expense) income: | ||||
Net (loss) income before non-controlling interests | -866 | 148 | -1,053 | 33 |
H.D.D. LLC [Member] | ||||
Other (expense) income: | ||||
Net income (loss) attributable to non-controlling interest | -392 | 108 | -479 | 26 |
Truett-Hurst, Inc [Member] | ||||
Other (expense) income: | ||||
Net (loss) income attributable to Truett-Hurst, Inc. | ($474) | $40 | ($574) | $7 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Cash flows from operating activities: | ||
Net loss before non-controlling interests | ($967) | ($28) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 317 | 257 |
Deferred rent | -11 | 1 |
Deferred taxes | 0 | 11 |
Loss (gain) on fair value of interest rate swap | 49 | -48 |
Loss on disposal of asset | 2 | 0 |
Stock-based compensation | 345 | 202 |
Changes in operating assets and liabilities, net | ||
Accounts receivable | 1,006 | 259 |
Inventories | -4,773 | -4,128 |
Bulk wine deposit | 1,424 | 0 |
Other current assets | -50 | -365 |
Accounts payable and accrued expenses | 280 | -372 |
Accrual for sales returns | 582 | 0 |
Net cash used in operating activities | -1,796 | -4,211 |
Cash flows from investing activities: | ||
Acquisition of property and equipment | -597 | -465 |
Acquisition of intangible and other assets | -138 | -126 |
Net cash used in investing activities | -735 | -591 |
Cash flows from financing activities: | ||
Net (payments on) proceeds from line of credit | -228 | 383 |
Net proceeds from related parties | 271 | 675 |
Payments on long-term debt | -166 | -124 |
Net cash (used in) provided by financing activities | -123 | 934 |
Net decrease in cash | -2,654 | -3,868 |
Cash at beginning of period | 5,567 | 11,367 |
Cash at end of period | 2,913 | 7,499 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 120 | 92 |
Supplemental disclosure of non-cash transactions | ||
Seller-financed acquisition of trademark | $170 | $0 |
BASIS_OF_PRESENTATION_AND_SIGN
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation | |
The unaudited interim condensed consolidated financial statements include the results of Truett-Hurst, Inc. (“THI”) and its subsidiaries: H.D.D. LLC (“LLC”) and its consolidated subsidiary, The Wine Spies, LLC (“Wine Spies”) (collectively, “we,” “Truett-Hurst,” “our,” “us,” or “the Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with general instructions for quarterly reports filed on Form 10-Q and Article 8 of Regulation S-X. THI consolidates the financial results of the LLC and its consolidated subsidiary, and records a non-controlling interest for the economic interest in the LLC and its consolidated subsidiary. Such non-controlling interest represents the portion of equity ownership in the aforementioned subsidiaries that is not attributable to THI. | |
The accompanying unaudited financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. We prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014, and, in the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. The operating results for the interim period presented are not necessarily indicative of the results expected for the full fiscal year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014 filed with the SEC on September 29, 2014. | |
Certain reclassifications have been made to the prior period unaudited condensed consolidated financial statements to conform to the current period presentation. Reclassifications had no material impact on previously reported results of operations, financial position or cash flows. | |
Quantities or results referred to as “to date” or “as of this date” mean as of or to December 31, 2014, unless otherwise specifically noted. References to “FY” or “fiscal year” refer to our fiscal year ending on June 30th of the designated year. | |
Unless otherwise indicated, the notes to the unaudited condensed consolidated financial statements relate to the discussion of our continuing operations. | |
Critical Accounting Policies and Estimates | |
There have been no material changes to the critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014. | |
Accounting Pronouncements | |
We have reviewed all other recently issued, but not yet effective, accounting pronouncements and we do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of our operations. | |
INVENTORIES
INVENTORIES | 6 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventory Disclosure [Text Block] | NOTE 2 – INVENTORIES | |||||||
Inventories consist of the following: | ||||||||
December 31, 2014 | June 30, 2014 | |||||||
( in thousands) | ||||||||
Grapes, bulk wine, and capitalized cultural costs | $ | 8,260 | $ | 5,499 | ||||
Bottled wine | 13,206 | 11,285 | ||||||
Bottling materials and other | 486 | 395 | ||||||
Total inventories | $ | 21,952 | $ | 17,179 | ||||
PROPERTY_AND_EQUIPMENT_net
PROPERTY AND EQUIPMENT, net | 6 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | NOTE 3 – PROPERTY AND EQUIPMENT, net | |||||||
Property and equipment consists of the following: | ||||||||
December 31, 2014 | June 30, 2014 | |||||||
( in thousands) | ||||||||
Land and land improvements | $ | 2,804 | $ | 2,804 | ||||
Building and improvements | 1,797 | 1,756 | ||||||
Machinery and equipment | 1,783 | 1,233 | ||||||
Vineyard development | 353 | 353 | ||||||
Vineyard equipment | 327 | 327 | ||||||
Furniture and fixtures | 256 | 256 | ||||||
Leasehold improvements | 120 | 117 | ||||||
Vehicles | 93 | 93 | ||||||
7,533 | 6,939 | |||||||
Less accumulated depreciation | -1,602 | -1,386 | ||||||
Total property and equipment, net | $ | 5,931 | $ | 5,553 | ||||
Total depreciation was $0.1 million and $0.2 million for the three-month and six-month periods of FY15 compared to $0.1 million and $0.09 million for the same prior-year periods of FY14, respectively. | ||||||||
INTANGIBLE_ASSETS_AND_OTHER_AS
INTANGIBLE ASSETS AND OTHER ASSETS, net | 6 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 4 – INTANGIBLE ASSETS AND OTHER ASSETS, net | |||||||
Intangible asset balances are summarized as follows: | ||||||||
December 31, 2014 | June 30, 2014 | |||||||
( in thousands) | ||||||||
Finite lives: | ||||||||
Customer lists | $ | 213 | $ | 213 | ||||
Trademarks | 169 | 169 | ||||||
Proprietary technology | 95 | 95 | ||||||
Non-compete agreement | 38 | 38 | ||||||
Patent | 44 | 42 | ||||||
559 | 557 | |||||||
Less accumulated amortization | -239 | -189 | ||||||
320 | 368 | |||||||
Indefinite lives: | ||||||||
Trademarks | 433 | 261 | ||||||
Total intangible assets, net | $ | 753 | $ | 629 | ||||
Other assets balances are summarized as follows: | ||||||||
December 31, 2014 | June 30, 2014 | |||||||
( in thousands) | ||||||||
Label design costs | $ | 333 | $ | 247 | ||||
Loan fees | 18 | 18 | ||||||
Lease costs - related party | 23 | 23 | ||||||
Software | 144 | 144 | ||||||
Website design costs | 57 | 55 | ||||||
Other | 1 | 1 | ||||||
576 | 488 | |||||||
Less accumulated amortization | -158 | -107 | ||||||
Total other assets, net | $ | 418 | $ | 381 | ||||
Total amortization expense of intangible assets and other assets was $0.05 million and $0.1 million for the three-month and six-month periods of FY15 compared to $0.03 million and $0.07 million for the same prior-year periods of FY14, respectively. The following table presents the expected future amortization expense for intangibles and other assets at December 31, 2014: | ||||||||
Years ending June 30: | ||||||||
( in thousands) | ||||||||
2015 (remaining six months) | $ | 108 | ||||||
2016 | 212 | |||||||
2017 | 144 | |||||||
2018 | 112 | |||||||
2019 | 66 | |||||||
Thereafter | 96 | |||||||
Total future amortization expense | $ | 738 | ||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||
Commitments and Contingencies Disclosure [Text Block] | NOTE 5 – COMMITMENTS AND CONTINGENCIES | |||||||||
Leases | ||||||||||
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. Beginning on September 1, 2012 and annually thereafter, tasting room and winery rent is increased by 3%. Additionally, the winery rent is increased if actual case production exceeds a specified number of cases. Current and anticipated production levels are below this minimum and as such the winery rent increase is controlled by the annual 3% increase clause. Lease expense is accounted for on a straight-line basis. | ||||||||||
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. | ||||||||||
Lease payments for these facilities was $0.08 million and $0.2 million for the three-month and six-month periods of FY15 compared to $0.07 million and $0.1 million for the three-month and six-month periods of FY14, respectively. At December 31, 2014, future lease payment commitments totaled approximately $0.4 million. | ||||||||||
Credit Facilities and Notes Payable | ||||||||||
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. | ||||||||||
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 $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 six-month period ended December 31, 2014. As of December 31, 2014 we had availability under our revolving credit facility of $1.0 million. The outstanding balances on the components of the credit facilities are: | ||||||||||
December 31, 2014 | June 30, 2014 | |||||||||
( in thousands) | ||||||||||
Credit Facilities | ||||||||||
Line of credit | $ | 7,957 | $ | 8,648 | ||||||
Equipment line of credit | 500 | 37 | ||||||||
Total credit facilities | $ | 8,457 | $ | 8,685 | ||||||
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). We were in compliance in all material aspects with all such covenants at December 31, 2014. We are currently working with our lender and we believe that we will be able to renew our credit facilities prior to July 15, 2015 or obtain adequate alternative financing. | ||||||||||
Borrowings consisted of the following: | ||||||||||
December 31, 2014 | June 30, 2014 | |||||||||
( in thousands, except payments in footnotes) | ||||||||||
Long term debt: | ||||||||||
Note 1 | -1 | $ | 3,054 | $ | 3,122 | |||||
Note 2 | -2 | 46 | 70 | |||||||
Note 3 | -3 | 228 | 263 | |||||||
Note 4 | -4 | 366 | 405 | |||||||
Note 5 | -5 | 124 | - | |||||||
Total notes payable | 3,818 | 3,860 | ||||||||
Less LTD current maturities | -400 | -333 | ||||||||
Total long term debt | $ | 3,418 | $ | 3,527 | ||||||
-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. | |||||||||
-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. | |||||||||
-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. | |||||||||
-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. | |||||||||
-5 | On November 30, 2014, we acquired the unrestricted use of the Stonegate trademark in exchange for a trademark release payment which is to be made over time and is accounted for as a note payable. The note payable has three equal installments: a) within five days of November 30, 2014, b) on October 15, 2015, and c) on July 31, 2016. The note does not accrue interest outstanding on the principal. An imputed interest rate of 5.5% was assessed under GAAP and the impact was considered immaterial. | |||||||||
Future principal and interest payments for the long-term debt as of December 31, 2014 are as follows: | ||||||||||
Years ending June 30: | ||||||||||
( in thousands) | ||||||||||
2015 (remaining six months) | $ | 178 | ||||||||
2016 | 368 | |||||||||
2017 | 353 | |||||||||
2018 | 269 | |||||||||
2019 | 204 | |||||||||
Thereafter | 2,446 | |||||||||
3,818 | ||||||||||
Add: Estimated interest | 804 | |||||||||
Total | $ | 4,622 | ||||||||
Related Party Note | ||||||||||
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. The future principal and interest payments for the related party note as of December 31, 2014, consists of the following: | ||||||||||
December 31, 2014 | June 30, 2014 | |||||||||
( in thousands, except payments in footnotes) | ||||||||||
Related party note: | ||||||||||
Note | -1 | $ | 31 | $ | 67 | |||||
Less current maturities | -31 | -67 | ||||||||
Total related party note | $ | - | $ | - | ||||||
-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%. | |||||||||
Supply Contract | ||||||||||
At December 31, 2014, total future purchase commitments for finished goods total approximately $4.5 million and are expected to be fulfilled during fiscal 2015 to 2017. Due to inabilities of our paper bottle supplier to meet their contractual commitments we no longer have any long term purchase commitments for paper bottles. | ||||||||||
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: | ||||||||||
Third | ||||||||||
Years ending June 30: | Parties | |||||||||
(in thousands) | ||||||||||
2015 | $ | 4,127 | ||||||||
2016 | 575 | |||||||||
Totals | $ | 4,702 | ||||||||
There were no related party commitments as of December 31, 2014. Our related party commitments were fulfilled during our first quarter of FY15; however, we may enter into new related party commitments in the ordinary course of business. | ||||||||||
Guarantees | ||||||||||
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. | ||||||||||
Litigation | ||||||||||
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. | ||||||||||
Exchange Agreement | ||||||||||
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. As of December 31, 2014, certain LLC members have exchanged a cumulative total of 1.02 million LLC units, on a one-for-one basis, for shares of our Class A common stock, under the exchange agreement. See Note 8 – Stockholders’ Equity for the total LLC units conveted during the second quarter of FY15. | ||||||||||
Tax Receivable Agreement | ||||||||||
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. | ||||||||||
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. | ||||||||||
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, THI 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 LLC 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. | ||||||||||
Both this proportionate share and these increases in tax basis may reduce the amount of tax that THI 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. | ||||||||||
During the second quarter of FY15, we recorded deferred tax assets of $0.3 million related to the exchange of .08 million LLC units for an equal amount of THI Class A common stock. As of December 31, 2014, we recorded a $0.3 million long-term liability due to LLC unit holders who converted their units to shares which represents 90% of the estimated tax benefits and $0.03 million for the difference in the recorded deferred tax asset and computed TRA liability and recorded as an adjustment to equity. As of December 31 2014, we recorded a valuation allowance on our deferred tax assets for $0.3 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. | ||||||||||
Indemnification | ||||||||||
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 relationship with the us, (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. | ||||||||||
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 December 31, 2014 and June 30, 2014, for these obligations on our balance sheets. | ||||||||||
ACCOUNTS_PAYABLE_and_ACCRUED_E
ACCOUNTS PAYABLE and ACCRUED EXPENSES | 6 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 6 – ACCOUNTS PAYABLE and ACCRUED EXPENSES | |||||||
Accounts payable and accrued expenses consist of the following: | ||||||||
December 31, 2014 | June 30, 2014 | |||||||
( in thousands) | ||||||||
Accounts payable | $ | 2,376 | $ | 2,746 | ||||
Accrued bulk purchases | 111 | - | ||||||
Other accrued | 347 | 107 | ||||||
Commission | 168 | 163 | ||||||
Distributor obligations | 319 | 29 | ||||||
Personnel | 145 | 114 | ||||||
Professional fees | 8 | 35 | ||||||
Total accounts payable and accrued expenses | $ | 3,474 | $ | 3,194 | ||||
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 7 – STOCK-BASED COMPENSATION | |||||||||||||
Equity Incentive Plan | ||||||||||||||
On February 4, 2013, we granted restricted stock to an independent contractor who serves as our Creative Director. The award vests over three years, and had a fair value at the date of grant of $0.9 million for a 5% interest in the LLC. We record the fair value and recognize the associated expense per FASB ASC Subtopic 505-50, Equity — Equity Based Payments to Non-Employees which defines the measurement date as the earlier of the date at which the commitment for performance is reached, or the date at which the performance is complete is the day that the fair value of the equity award is expensed. The grant date fair value of restricted stock awards, to non-employees, is recognized as compensation cost, on a straight-line basis over the three-year vesting period, and are subject to periodic market adjustments as the underlying equity instruments vests. As of December 31, 2014, the stock was valued at $1.1 million, we recognized $0.7 million in cumulative expense and had $0.4 million of unrecognized stock compensation expense related to the non-vested restricted stock award that is expected to be recognized over a weighted average period of approximately 1.10 years. | ||||||||||||||
On December 9, 2013, we granted restricted stock to certain directors of our company which vests over three years and has a fair value at date of grant of $0.03 million. The fair value of restricted stock was measured on the date of grant using the price of the Company’s common stock on grant date and is recognized as compensation cost, on a straight-line basis over the three-year vesting period. As of December 31, 2014, we reduced the vesting term to two years to match the director’s term and recognized $0.01 million in cumulative expense and had $0.02 million of unrecognized stock compensation expense related to the non-vested restricted stock award that is expected to be recognized over a weighted average period of approximately .94 years. | ||||||||||||||
On June 25, 2014, we granted stock options to our Chief Financial Officer/Chief Operations Officer which vest over four years and had a fair value at date of grant of $0.4 million. We account for our employee stock options under the fair value method of accounting using a Black-Scholes valuation model to measure stock option expense at the date of grant. The expected life assumptions for employee grants are based upon the simplified method, which averages the contractual term of the options of ten years with the average vesting term of four years for an average of six years. The risk-free interest rate is based on the expected U.S. Treasury rate over the expected life. Volatility reflects movements in our stock price over the most recent historical period equivalent to the expected life. The dividend yield assumption of zero is based upon the fact we have never paid cash dividends and presently have no intention of paying cash dividends in the future. The fair value of the stock option is recognized as compensation cost, on a straight-line basis over the four-year vesting period. As of December 31, 2014, we recognized $0.05 million in cumulative expense and had $0.4 million of unrecognized stock-based compensation expense that is expected to be recognized over a weighted average period of approximately 3.48 years. | ||||||||||||||
On June 25, 2014, we granted restricted stock units to our Chief Financial Officer/Chief Operations Officer which vest over four years and had a fair value at date of grant of $0.4 million. The grant date fair value of RSU awards is recognized as compensation cost, on a straight-line basis over the four-year vesting period. As of December 31, 2014, we recognized $0.06 million in cumulative expense and there was $0.4 million of unrecognized stock-based compensation expense that is expected to be recognized over a weighted average period of approximately 3.48 years. | ||||||||||||||
On November 20, 2014, during our annual stockholders meeting, our stockholders approved an amendment to our 2012 Stock Incentive Plan (“2012 Plan”), to increase the number of shares of Class A common stock reserved for issuance under the 2012 Plan by 0.7 million shares or from 0.3 million shares to 1.0 million shares. | ||||||||||||||
On December 15, 2014, we granted restricted stock to certain directors of our company which vested immediately upon grant and had a fair value at date of grant of $0.05 million. The fair value of restricted stock was measured on the date of grant using the price of the Company’s common stock on grant date and was recognized as compensation expense upon grant. As of December 31, 2014, there was no unrecognized stock compensation expense related to the grant. | ||||||||||||||
On December 15, 2014, we granted restricted stock to certain directors of our company which vests over one year and has a fair value at date of grant of $0.06 million. The fair value of restricted stock was measured on the date of grant using the price of the Company’s common stock on grant date and is recognized as compensation cost, on a straight-line basis over the one-year vesting period. As of December 31, 2014, recognized cumulative expense was immaterial and there was $0.05 million of unrecognized stock-based compensation expense that is expected to be recognized over a weighted average period of approximately .96 years. | ||||||||||||||
On December 15, 2014, we granted restricted stock to a director of our company which vests over three years and has a fair value at date of grant of $0.03 million. The fair value of restricted stock was measured on the date of grant using the price of the Company’s common stock on grant date and is recognized as compensation cost, on a straight-line basis over the one-year vesting period. As of December 31, 2014, recognized cumulative expense was immaterial and there was $0.03 million of unrecognized stock-based compensation expense that is expected to be recognized over a weighted average period of approximately 2.96 years. | ||||||||||||||
A summary of our restricted stock award activity is presented below: | ||||||||||||||
Restricted Stock Awards | ||||||||||||||
Weighted Average | ||||||||||||||
Grant Date Fair | ||||||||||||||
Number of Shares | Value Per Share | |||||||||||||
Outstanding at June 30, 2014 | 148,928 | $ | 4.89 | |||||||||||
Granted | 35,201 | 3.8 | ||||||||||||
Vested | -16,800 | 3.72 | ||||||||||||
Forfeited, canceled or expired | - | |||||||||||||
Outstanding at December 31, 2014 | 167,329 | $ | 5.26 | |||||||||||
The following table summarizes stock-based compensation included in our unaudited condensed consolidated statements of operations for the three-month and six-month periods of FY15 and FY14, respectively: | ||||||||||||||
Three-Month Periods Ended | Six-Month Periods Ended | |||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | |||||||||||
( in thousands) | ||||||||||||||
Sales and marketing | $ | 100 | $ | 78 | $ | 184 | $ | 184 | ||||||
General and administrative | 105 | 9 | 161 | 18 | ||||||||||
Total stock-based compensation | $ | 205 | $ | 87 | $ | 345 | $ | 202 | ||||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8 – STOCKHOLDERS’ EQUITY | |||||||||||||||||||
Stockholders’ Equity | ||||||||||||||||||||
At our annual stockholders meeting on November 20, 2014, our stockholders approved an amendment to our Certificate of Incorporation to increase the authorized number of shares of our Class A common stock from 7.0 million shares to 15.0 million shares. | ||||||||||||||||||||
LLC Units | ||||||||||||||||||||
During the second quarter of FY15, certain LLC members converted $0.08 million LLC units for an equal amount of our Class A common stock. The following table presents the changes in the LLC units and the non-controlling interests in the LLC: | ||||||||||||||||||||
Members LLC | ||||||||||||||||||||
Units | THI Units | Total Units | LLC Member % | Company % | Total % | |||||||||||||||
(share data and percentages not in thousands) | ||||||||||||||||||||
Balance as of June 30, 2013 | 4,102,644 | 2,700,000 | 6,802,644 | 60.3 | % | 39.7 | % | 100 | % | |||||||||||
LLC units converted FY14Q3 | -815,778 | 815,778 | - | -12 | % | 12 | % | 0 | % | |||||||||||
LLC units converted FY14Q4 | -122,694 | 122,694 | - | -1.8 | % | 1.8 | % | 0 | % | |||||||||||
Balance as of June 30, 2014 | 3,164,172 | 3,638,472 | 6,802,644 | 46.5 | % | 53.5 | % | 100 | % | |||||||||||
LLC units converted FY15Q2 | -80,712 | 80,712 | - | -1.2 | % | 1.2 | % | 0 | % | |||||||||||
Balance as of December 31, 2014 | 3,083,460 | 3,719,184 | 6,802,644 | 45.3 | % | 54.7 | % | 100 | % | |||||||||||
Until November 17, 2014, we were a controlled company because our existing owners controlled 53.2% of the voting power of our outstanding Class A common stock and 100% of the voting power of our outstanding Class B common stock and had agreed to vote their shares of common stock together as a group. As a result of a certain member terminating the voting agreement and LLC unit conversions, the existing owners own approximately 45.3% of our outstanding common stock, and therefore, we are no longer a “controlled company” within the meaning of the NASDAQ Capital Marketplace rules and, thus, are required to have a board of directors comprised of a majority of independent directors and nominating and compensation committees composed entirely of independent directors within one year of the date on which we cease to be a controlled company. | ||||||||||||||||||||
NET_LOSS_PER_SHARE_and_EARNING
NET LOSS PER SHARE and EARNINGS PER SHARE | 6 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Earnings Per Share [Text Block] | NOTE 9 - NET LOSS PER SHARE and EARNINGS PER SHARE | |||||||
The following table sets forth the computation of basic and diluted net loss per common share for three-month and six-month periods of FY15: | ||||||||
Three-Month Period Ended | Six-Month Period Ended | |||||||
December 31, 2014 | December 31, 2014 | |||||||
( in thousands, except share data) | ||||||||
Net loss attributable to Truett-Hurst, Inc. | $ | -474 | $ | -574 | ||||
Loss Per Share | ||||||||
Basic & dilutive Class A common share-weighted average shares | 3,786,712 | 3,768,592 | ||||||
Basic and diluted loss per share | $ | -0.13 | $ | -0.15 | ||||
Basic net loss per share is computed by dividing net loss attributable to us, by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by giving effect to all potential dilutive common shares, including convertible LLC units and equity incentive shares. The assumed exchange of 3.1 million LLC units for Class A common stock and the vesting of 0.4 million equity incentive shares have been excluded from the diluted loss per share because they are expected to have an anti-dilutive effect. | ||||||||
The following table sets forth the computation of basic and diluted net income per common share for three-month and six-month periods of FY14: | ||||||||
Three-Month Period Ended | Six-Month Period Ended | |||||||
December 31, 2013 | December 31, 2013 | |||||||
( in thousands, except share data) | ||||||||
Net income attributable to Truett-Hurst, Inc. | $ | 40 | $ | 7 | ||||
Earnings Per Share | ||||||||
Basic weighted average shares outstanding | 2,700,462 | 2,700,230 | ||||||
Diluted weighted average shares outstanding | 2,947,390 | 2,947,158 | ||||||
Basic net income per share | $ | 0.01 | $ | 0 | ||||
Diluted net income per share | $ | 0.01 | $ | 0 | ||||
For FY14, an aggregate of 0.2 million restricted stock were granted to certain employees, non-employees and members of the board of directors and were included in the computation of diluted earnings per common share. The shares of Class B common stock do not share in our earnings and therefore are not participating securities. Accordingly, basic and diluted net income per share of Class B common stock has not been presented. | ||||||||
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Fair Value Disclosures [Abstract] | ||||||||
Fair Value Disclosures [Text Block] | NOTE 10 – FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amount reflected in the consolidated balance sheets of financial assets and liabilities, which includes cash, accounts receivable, accounts payable and accrued expenses, approximated their fair values due to the short term nature of these financial assets and liabilities. The carrying amount of our debt approximates its fair value. | ||||||||
In October 2012, we executed an interest rate swap obligation that was measured using observable inputs such as the LIBOR and Ten-year Treasury interest rates, and therefore has been categorized as Level 2. Level 2 is defined as inputs other than quoted prices in active markets that are observable either directly or indirectly in active markets. This derivative is not designated as a hedging instrument and has been recorded at fair value on our consolidated balance sheets. Changes in the fair value of this instrument have been recognized in our consolidated statements of operations in other income (expense). The following tables set forth our interest rate swap fair values at December 31, 2014 and at June 30, 2014: | ||||||||
Fair Value Measurements at Reporting Date | ||||||||
(in thousands) | ||||||||
Significant Other | ||||||||
Fair Value as of December 31, 2014 | Observable Inputs | |||||||
(Level 2) | ||||||||
Assets | ||||||||
Interest rate swap (1) | $ | 17 | $ | 17 | ||||
Total | $ | 17 | $ | 17 | ||||
(1) Included in "Other Current Assets" in the Balance Sheet. | ||||||||
Fair Value Measurements at Reporting Date | ||||||||
(in thousands) | ||||||||
Significant Other | ||||||||
Fair Value as of June 30, 2014 | Observable Inputs | |||||||
(Level 2) | ||||||||
Assets | ||||||||
Interest rate swap (1) | $ | 66 | $ | 66 | ||||
Total | $ | 66 | $ | 66 | ||||
(1) Included in "Other Current Assets" in the Balance Sheet. | ||||||||
TAXES
TAXES | 6 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 11 – TAXES |
The effective tax rate for both the three-month and six-month periods of FY15 was 0% due to the company recording a full valuation allowance in each period. In the three-month and six-month periods of FY15, we had a tax benefit of $0.2 million against which we recorded a corresponding valuation allowance. The tax provision for the current year period is based on an estimate of our annualized income tax rate. Our effective tax rate includes a rate benefit attributable to the fact our subsidiaries operate as a limited liability company which is not subject to federal or state income tax. Accordingly, a portion of our earnings are not subject to corporate level taxes. | |
We had no unrecognized tax benefits for the three-month and six-month periods of FY15 and did not incur any income tax related interest expense or penalties related to uncertain tax positions. | |
OUTOFDATE_PRODUCT
OUT-OF-DATE PRODUCT | 6 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Out Of Date Product [Abstract] | ||||||||
Out Of Date Product [Text Block] | NOTE 12 – OUT-OF-DATE PRODUCT | |||||||
In January 2015, we were notified by a large national retailer that inventory of Paper Boy product on their shelves had partially oxidized. Our terms of sale provide for limited rights of return only in circumstances where products are not merchantable due to quality deficiencies. We determined that Paper Boy’s shelf life met the quality specifications for the product, which are consistent with other similar products in the market, and, therefore, we did not have a contractual obligation to accept returns of, or to replace, the product. However, on a one time basis we agreed to work with the retailer to remove expired product. | ||||||||
We contacted our distributors throughout the country to remind them of the finite shelf life of Paper Boy and to instruct them to dispose of any out-of-date product so that consumers were not sold expired product. While we believe we have no contractual liability for costs associated with the destruction of the out-of-date inventory, we anticipate providing limited financial support to certain of our largest distributors. Finally, we have reviewed our inventory and have written off the expired Paper Boy finished goods inventory in our warehouse in the amount of $0.2 million. | ||||||||
Consistent with ASC 450, we have established an accrual for the estimated probable loss associated with our role in dealing with the out-of-date product, net of recoveries. The amounts recorded on our condensed consolidated statement of operations is set forth below: | ||||||||
Three-Month Period Ended | Six-Month Period Ended | |||||||
December 31, 2014 | ||||||||
(in thousands) | ||||||||
Net revenue | $ | 582 | $ | 582 | ||||
Cost of sales | 209 | 209 | ||||||
Total | $ | 791 | $ | 791 | ||||
The reduction to net sales is the estimated return credit we anticipate providing associated with clearing affected product from retailer and distributor inventories. The increase in cost of sales consists of the write off of unsold inventory of the expired product from our finished goods inventories. We estimate our reasonably possible loss in excess of amounts accrued to be $0.2 million at December 31, 2014. | ||||||||
As previously disclosed, we have been working with a California based company that is developing a replacement bottle to be used for our Paper Boy brand. As of the date of this report, the supplier has been unable to provide bottles that meet our quality standards. Until such time as the manufacturer can consistently supply bottles that meet our quality standards we are unable to produce new Paper Boy inventory to fulfill orders. Sales of Paper Boy represented less than 8% of net sales in FY14 and less than 1% of net sales for the six-month period ended December 31, 2014. | ||||||||
SIGNIFICANT_CUSTOMER_INFORMATI
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION | 6 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||
Segment Reporting Disclosure [Text Block] | NOTE 13 – SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION | |||||||||||||||||||
Our primary reporting segments are identified by each distribution channel: wholesale, direct to consumer and internet. Wholesale sales include our retail exclusive brand label model and brands sold through the three-tier distribution system. Direct to consumer sales occur through our tasting rooms and wine clubs. Internet sales occur through Wine Spies and are principally comprised of brands not owned by us. Operating and other expenses are not allocated between operating segments; therefore, operating and net income information for the respective segments is not available. In addition, discreet financial information related to segment specific assets is not available. Sales and cost of sales are reported by segment. | ||||||||||||||||||||
Net Sales | ||||||||||||||||||||
The following table reflects net sales, cost of sales and gross margin percentage by segment for the three-month and six-month periods of FY15 and FY14: | ||||||||||||||||||||
Three-Month Periods Ended | Six-Month Periods Ended | |||||||||||||||||||
Net Sales | December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | ||||||||||||||||
( in thousands) | ||||||||||||||||||||
Wholesale | $ | 3,544 | $ | 4,357 | $ | 7,682 | $ | 8,379 | ||||||||||||
Direct to consumer | 1,382 | 1,091 | 2,442 | 2,019 | ||||||||||||||||
Internet | 1,638 | 548 | 2,922 | 984 | ||||||||||||||||
Total net sales | $ | 6,564 | $ | 5,996 | $ | 13,046 | $ | 11,382 | ||||||||||||
Three-Month Periods Ended | Six-Month Periods Ended | |||||||||||||||||||
Cost of sales | December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | ||||||||||||||||
( in thousands) | ||||||||||||||||||||
Wholesale | $ | 3,214 | $ | 3,078 | $ | 6,214 | $ | 6,044 | ||||||||||||
Direct to consumer | 524 | 433 | 897 | 804 | ||||||||||||||||
Internet | 827 | 364 | 1,501 | 624 | ||||||||||||||||
Total cost of sales | $ | 4,565 | $ | 3,875 | $ | 8,612 | $ | 7,472 | ||||||||||||
Three-Month Periods Ended | Six-Month Periods Ended | |||||||||||||||||||
Gross Margin Percentage | December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | ||||||||||||||||
Wholesale | 9.3 | % | 29.4 | % | 19.1 | % | 27.9 | % | ||||||||||||
Direct to consumer | 62.1 | % | 60.3 | % | 63.3 | % | 60.2 | % | ||||||||||||
Internet | 49.5 | % | 33.6 | % | 48.6 | % | 36.6 | % | ||||||||||||
Significant Customer Information: | ||||||||||||||||||||
The following tables set forth concentrations of wholesale sales and accounts receivable as a percent of each total: | ||||||||||||||||||||
Percent of Total | ||||||||||||||||||||
Percent of Total Net Sales | Accounts Receivable | |||||||||||||||||||
Three-Month Periods Ended | Six-Month Periods Ended | |||||||||||||||||||
December 31, | December 31, | December 31, | ||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||
Customer A | 42 | % | 34 | % | 32 | % | 28 | % | 52 | % | 31 | % | ||||||||
Customer B | 14 | % | 24 | % | 28 | % | 32 | % | 13 | % | 29 | % | ||||||||
Customer C | 9 | % | 8 | % | 7 | % | 8 | % | 3 | % | - | |||||||||
Customer D | 5 | % | 6 | % | 6 | % | 6 | % | 2 | % | 6 | % | ||||||||
Customer E | 4 | % | 7 | % | 4 | % | 7 | % | 3 | % | 8 | % | ||||||||
Customer F | 3 | % | - | 3 | % | - | 2 | % | - | |||||||||||
Customer G | 3 | % | 2 | % | 2 | % | 1 | % | 7 | % | 4 | % | ||||||||
Customer H | 3 | % | 3 | % | 2 | % | 2 | % | - | 3 | % | |||||||||
Customer I | 2 | % | 2 | % | 1 | % | 1 | % | 5 | % | 3 | % | ||||||||
International sales were $0.5 million and $0.9 million for the three-month and six-month periods of FY15, compared to $0.4 million and $0.7 million of FY14, respectively. | ||||||||||||||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 14 – SUBSEQUENT EVENTS |
We have evaluated all subsequent event activity through the issue date of these condensed consolidated financial statements and concluded that other then as disclosed herein no additional subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the notes to the condensed consolidated financial statements. | |
BASIS_OF_PRESENTATION_AND_SIGN1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation |
The unaudited interim condensed consolidated financial statements include the results of Truett-Hurst, Inc. (“THI”) and its subsidiaries: H.D.D. LLC (“LLC”) and its consolidated subsidiary, The Wine Spies, LLC (“Wine Spies”) (collectively, “we,” “Truett-Hurst,” “our,” “us,” or “the Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with general instructions for quarterly reports filed on Form 10-Q and Article 8 of Regulation S-X. THI consolidates the financial results of the LLC and its consolidated subsidiary, and records a non-controlling interest for the economic interest in the LLC and its consolidated subsidiary. Such non-controlling interest represents the portion of equity ownership in the aforementioned subsidiaries that is not attributable to THI. | |
The accompanying unaudited financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. We prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014, and, in the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. The operating results for the interim period presented are not necessarily indicative of the results expected for the full fiscal year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014 filed with the SEC on September 29, 2014. | |
Certain reclassifications have been made to the prior period unaudited condensed consolidated financial statements to conform to the current period presentation. Reclassifications had no material impact on previously reported results of operations, financial position or cash flows. | |
Quantities or results referred to as “to date” or “as of this date” mean as of or to December 31, 2014, unless otherwise specifically noted. References to “FY” or “fiscal year” refer to our fiscal year ending on June 30th of the designated year. | |
Unless otherwise indicated, the notes to the unaudited condensed consolidated financial statements relate to the discussion of our continuing operations. | |
Use of Estimates, Policy [Policy Text Block] | Critical Accounting Policies and Estimates |
There have been no material changes to the critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014. | |
New Accounting Pronouncements, Policy [Policy Text Block] | Accounting Pronouncements |
We have reviewed all other recently issued, but not yet effective, accounting pronouncements and we do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of our operations. | |
INVENTORIES_Tables
INVENTORIES (Tables) | 6 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Inventory, Current [Table Text Block] | Inventories consist of the following: | |||||||
December 31, 2014 | June 30, 2014 | |||||||
( in thousands) | ||||||||
Grapes, bulk wine, and capitalized cultural costs | $ | 8,260 | $ | 5,499 | ||||
Bottled wine | 13,206 | 11,285 | ||||||
Bottling materials and other | 486 | 395 | ||||||
Total inventories | $ | 21,952 | $ | 17,179 | ||||
PROPERTY_AND_EQUIPMENT_net_Tab
PROPERTY AND EQUIPMENT, net (Tables) | 6 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment [Table Text Block] | Property and equipment consists of the following: | |||||||
December 31, 2014 | June 30, 2014 | |||||||
( in thousands) | ||||||||
Land and land improvements | $ | 2,804 | $ | 2,804 | ||||
Building and improvements | 1,797 | 1,756 | ||||||
Machinery and equipment | 1,783 | 1,233 | ||||||
Vineyard development | 353 | 353 | ||||||
Vineyard equipment | 327 | 327 | ||||||
Furniture and fixtures | 256 | 256 | ||||||
Leasehold improvements | 120 | 117 | ||||||
Vehicles | 93 | 93 | ||||||
7,533 | 6,939 | |||||||
Less accumulated depreciation | -1,602 | -1,386 | ||||||
Total property and equipment, net | $ | 5,931 | $ | 5,553 | ||||
INTANGIBLE_ASSETS_AND_OTHER_AS1
INTANGIBLE ASSETS AND OTHER ASSETS, net (Tables) | 6 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Schedule of Intangible Assets and Goodwill [Table Text Block] | Intangible asset balances are summarized as follows: | |||||||
December 31, 2014 | June 30, 2014 | |||||||
( in thousands) | ||||||||
Finite lives: | ||||||||
Customer lists | $ | 213 | $ | 213 | ||||
Trademarks | 169 | 169 | ||||||
Proprietary technology | 95 | 95 | ||||||
Non-compete agreement | 38 | 38 | ||||||
Patent | 44 | 42 | ||||||
559 | 557 | |||||||
Less accumulated amortization | -239 | -189 | ||||||
320 | 368 | |||||||
Indefinite lives: | ||||||||
Trademarks | 433 | 261 | ||||||
Total intangible assets, net | $ | 753 | $ | 629 | ||||
Schedule of Other Assets, Noncurrent [Table Text Block] | Other assets balances are summarized as follows: | |||||||
December 31, 2014 | June 30, 2014 | |||||||
( in thousands) | ||||||||
Label design costs | $ | 333 | $ | 247 | ||||
Loan fees | 18 | 18 | ||||||
Lease costs - related party | 23 | 23 | ||||||
Software | 144 | 144 | ||||||
Website design costs | 57 | 55 | ||||||
Other | 1 | 1 | ||||||
576 | 488 | |||||||
Less accumulated amortization | -158 | -107 | ||||||
Total other assets, net | $ | 418 | $ | 381 | ||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The following table presents the expected future amortization expense for intangibles and other assets at December 31, 2014: | |||||||
Years ending June 30: | ||||||||
( in thousands) | ||||||||
2015 (remaining six months) | $ | 108 | ||||||
2016 | 212 | |||||||
2017 | 144 | |||||||
2018 | 112 | |||||||
2019 | 66 | |||||||
Thereafter | 96 | |||||||
Total future amortization expense | $ | 738 | ||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||
Schedule of Line of Credit Facilities [Table Text Block] | The outstanding balances on the components of the credit facilities are: | |||||||||
December 31, 2014 | June 30, 2014 | |||||||||
( in thousands) | ||||||||||
Credit Facilities | ||||||||||
Line of credit | $ | 7,957 | $ | 8,648 | ||||||
Equipment line of credit | 500 | 37 | ||||||||
Total credit facilities | $ | 8,457 | $ | 8,685 | ||||||
Schedule of Long-term Debt Instruments [Table Text Block] | Borrowings consisted of the following: | |||||||||
December 31, 2014 | June 30, 2014 | |||||||||
( in thousands, except payments in footnotes) | ||||||||||
Long term debt: | ||||||||||
Note 1 | -1 | $ | 3,054 | $ | 3,122 | |||||
Note 2 | -2 | 46 | 70 | |||||||
Note 3 | -3 | 228 | 263 | |||||||
Note 4 | -4 | 366 | 405 | |||||||
Note 5 | -5 | 124 | - | |||||||
Total notes payable | 3,818 | 3,860 | ||||||||
Less LTD current maturities | -400 | -333 | ||||||||
Total long term debt | $ | 3,418 | $ | 3,527 | ||||||
-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. | |||||||||
-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. | |||||||||
-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. | |||||||||
-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. | |||||||||
-5 | On November 30, 2014, we acquired the unrestricted use of the Stonegate trademark in exchange for a trademark release payment which is to be made over time and is accounted for as a note payable. The note payable has three equal installments: a) within five days of November 30, 2014, b) on October 15, 2015, and c) on July 31, 2016. The note does not accrue interest outstanding on the principal. An imputed interest rate of 5.5% was assessed under GAAP and the impact was considered immaterial. | |||||||||
Schedule Of Future Principal And Interest Payments [Table Text Block] | Future principal and interest payments for the long-term debt as of December 31, 2014 are as follows: | |||||||||
Years ending June 30: | ||||||||||
( in thousands) | ||||||||||
2015 (remaining six months) | $ | 178 | ||||||||
2016 | 368 | |||||||||
2017 | 353 | |||||||||
2018 | 269 | |||||||||
2019 | 204 | |||||||||
Thereafter | 2,446 | |||||||||
3,818 | ||||||||||
Add: Estimated interest | 804 | |||||||||
Total | $ | 4,622 | ||||||||
Schedule of Related Party, Future principal and interest payments [Table Text Block] | The future principal and interest payments for the related party note as of December 31, 2014, consists of the following: | |||||||||
December 31, 2014 | June 30, 2014 | |||||||||
( in thousands, except payments in footnotes) | ||||||||||
Related party note: | ||||||||||
Note | -1 | $ | 31 | $ | 67 | |||||
Less current maturities | -31 | -67 | ||||||||
Total related party note | $ | - | $ | - | ||||||
-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%. | |||||||||
Purchase Commitment, Excluding Long-term Commitment [Table Text Block] | Future minimum inventory commitments are as follows: | |||||||||
Third | ||||||||||
Years ending June 30: | Parties | |||||||||
(in thousands) | ||||||||||
2015 | $ | 4,127 | ||||||||
2016 | 575 | |||||||||
Totals | $ | 4,702 | ||||||||
ACCOUNTS_PAYABLE_and_ACCRUED_E1
ACCOUNTS PAYABLE and ACCRUED EXPENSES (Tables) | 6 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued expenses consist of the following: | |||||||
December 31, 2014 | June 30, 2014 | |||||||
( in thousands) | ||||||||
Accounts payable | $ | 2,376 | $ | 2,746 | ||||
Accrued bulk purchases | 111 | - | ||||||
Other accrued | 347 | 107 | ||||||
Commission | 168 | 163 | ||||||
Distributor obligations | 319 | 29 | ||||||
Personnel | 145 | 114 | ||||||
Professional fees | 8 | 35 | ||||||
Total accounts payable and accrued expenses | $ | 3,474 | $ | 3,194 | ||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of our restricted stock award activity is presented below: | |||||||||||||
Restricted Stock Awards | ||||||||||||||
Weighted Average | ||||||||||||||
Grant Date Fair | ||||||||||||||
Number of Shares | Value Per Share | |||||||||||||
Outstanding at June 30, 2014 | 148,928 | $ | 4.89 | |||||||||||
Granted | 35,201 | 3.8 | ||||||||||||
Vested | -16,800 | 3.72 | ||||||||||||
Forfeited, canceled or expired | - | |||||||||||||
Outstanding at December 31, 2014 | 167,329 | $ | 5.26 | |||||||||||
Schedule Of Stock Based Compensation Expense [Table Text Block] | The following table summarizes stock-based compensation included in our unaudited condensed consolidated statements of operations for the three-month and six-month periods of FY15 and FY14, respectively: | |||||||||||||
Three-Month Periods Ended | Six-Month Periods Ended | |||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | |||||||||||
( in thousands) | ||||||||||||||
Sales and marketing | $ | 100 | $ | 78 | $ | 184 | $ | 184 | ||||||
General and administrative | 105 | 9 | 161 | 18 | ||||||||||
Total stock-based compensation | $ | 205 | $ | 87 | $ | 345 | $ | 202 | ||||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||
Schedule of Common Stock Outstanding Roll Forward [Table Text Block] | The following table presents the changes in the LLC units and the non-controlling interests in the LLC: | |||||||||||||||||||
Members LLC | ||||||||||||||||||||
Units | THI Units | Total Units | LLC Member % | Company % | Total % | |||||||||||||||
(share data and percentages not in thousands) | ||||||||||||||||||||
Balance as of June 30, 2013 | 4,102,644 | 2,700,000 | 6,802,644 | 60.3 | % | 39.7 | % | 100 | % | |||||||||||
LLC units converted FY14Q3 | -815,778 | 815,778 | - | -12 | % | 12 | % | 0 | % | |||||||||||
LLC units converted FY14Q4 | -122,694 | 122,694 | - | -1.8 | % | 1.8 | % | 0 | % | |||||||||||
Balance as of June 30, 2014 | 3,164,172 | 3,638,472 | 6,802,644 | 46.5 | % | 53.5 | % | 100 | % | |||||||||||
LLC units converted FY15Q2 | -80,712 | 80,712 | - | -1.2 | % | 1.2 | % | 0 | % | |||||||||||
Balance as of December 31, 2014 | 3,083,460 | 3,719,184 | 6,802,644 | 45.3 | % | 54.7 | % | 100 | % | |||||||||||
NET_LOSS_PER_SHARE_and_EARNING1
NET LOSS PER SHARE and EARNINGS PER SHARE (Tables) | 6 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of basic and diluted net loss per common share for three-month and six-month periods of FY15: | |||||||
Three-Month Period Ended | Six-Month Period Ended | |||||||
December 31, 2014 | December 31, 2014 | |||||||
( in thousands, except share data) | ||||||||
Net loss attributable to Truett-Hurst, Inc. | $ | -474 | $ | -574 | ||||
Loss Per Share | ||||||||
Basic & dilutive Class A common share-weighted average shares | 3,786,712 | 3,768,592 | ||||||
Basic and diluted loss per share | $ | -0.13 | $ | -0.15 | ||||
The following table sets forth the computation of basic and diluted net income per common share for three-month and six-month periods of FY14: | ||||||||
Three-Month Period Ended | Six-Month Period Ended | |||||||
December 31, 2013 | December 31, 2013 | |||||||
( in thousands, except share data) | ||||||||
Net income attributable to Truett-Hurst, Inc. | $ | 40 | $ | 7 | ||||
Earnings Per Share | ||||||||
Basic weighted average shares outstanding | 2,700,462 | 2,700,230 | ||||||
Diluted weighted average shares outstanding | 2,947,390 | 2,947,158 | ||||||
Basic net income per share | $ | 0.01 | $ | 0 | ||||
Diluted net income per share | $ | 0.01 | $ | 0 | ||||
FAIR_VALUE_OF_FINANCIAL_INSTRU1
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Fair Value Disclosures [Abstract] | ||||||||
Fair Value, by Balance Sheet Grouping [Table Text Block] | The following tables set forth our interest rate swap fair values at December 31, 2014 and at June 30, 2014: | |||||||
Fair Value Measurements at Reporting Date | ||||||||
(in thousands) | ||||||||
Significant Other | ||||||||
Fair Value as of December 31, 2014 | Observable Inputs | |||||||
(Level 2) | ||||||||
Assets | ||||||||
Interest rate swap (1) | $ | 17 | $ | 17 | ||||
Total | $ | 17 | $ | 17 | ||||
(1) Included in "Other Current Assets" in the Balance Sheet. | ||||||||
Fair Value Measurements at Reporting Date | ||||||||
(in thousands) | ||||||||
Significant Other | ||||||||
Fair Value as of June 30, 2014 | Observable Inputs | |||||||
(Level 2) | ||||||||
Assets | ||||||||
Interest rate swap (1) | $ | 66 | $ | 66 | ||||
Total | $ | 66 | $ | 66 | ||||
(1) Included in "Other Current Assets" in the Balance Sheet. | ||||||||
OUTOFDATE_PRODUCT_Tables
OUT-OF-DATE PRODUCT (Tables) | 6 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Out Of Date Product [Abstract] | ||||||||
Schedule Of Estimated Cost Associated With Out Of Date Product [Table Text Block] | The amounts recorded on our condensed consolidated statement of operations is set forth below: | |||||||
Three-Month Period Ended | Six-Month Period Ended | |||||||
December 31, 2014 | ||||||||
(in thousands) | ||||||||
Net revenue | $ | 582 | $ | 582 | ||||
Cost of sales | 209 | 209 | ||||||
Total | $ | 791 | $ | 791 | ||||
SIGNIFICANT_CUSTOMER_INFORMATI1
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Tables) | 6 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following table reflects net sales, cost of sales and gross margin percentage by segment for the three-month and six-month periods of FY15 and FY14: | |||||||||||||||||||
Three-Month Periods Ended | Six-Month Periods Ended | |||||||||||||||||||
Net Sales | December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | ||||||||||||||||
( in thousands) | ||||||||||||||||||||
Wholesale | $ | 3,544 | $ | 4,357 | $ | 7,682 | $ | 8,379 | ||||||||||||
Direct to consumer | 1,382 | 1,091 | 2,442 | 2,019 | ||||||||||||||||
Internet | 1,638 | 548 | 2,922 | 984 | ||||||||||||||||
Total net sales | $ | 6,564 | $ | 5,996 | $ | 13,046 | $ | 11,382 | ||||||||||||
Three-Month Periods Ended | Six-Month Periods Ended | |||||||||||||||||||
Cost of sales | December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | ||||||||||||||||
( in thousands) | ||||||||||||||||||||
Wholesale | $ | 3,214 | $ | 3,078 | $ | 6,214 | $ | 6,044 | ||||||||||||
Direct to consumer | 524 | 433 | 897 | 804 | ||||||||||||||||
Internet | 827 | 364 | 1,501 | 624 | ||||||||||||||||
Total cost of sales | $ | 4,565 | $ | 3,875 | $ | 8,612 | $ | 7,472 | ||||||||||||
Three-Month Periods Ended | Six-Month Periods Ended | |||||||||||||||||||
Gross Margin Percentage | December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | ||||||||||||||||
Wholesale | 9.3 | % | 29.4 | % | 19.1 | % | 27.9 | % | ||||||||||||
Direct to consumer | 62.1 | % | 60.3 | % | 63.3 | % | 60.2 | % | ||||||||||||
Internet | 49.5 | % | 33.6 | % | 48.6 | % | 36.6 | % | ||||||||||||
Schedule Of Concentrations Of Wholesale Sales And Accounts Receivable As A Percent Of Each [Table Text Block] | The following tables set forth concentrations of wholesale sales and accounts receivable as a percent of each total: | |||||||||||||||||||
Percent of Total | ||||||||||||||||||||
Percent of Total Net Sales | Accounts Receivable | |||||||||||||||||||
Three-Month Periods Ended | Six-Month Periods Ended | |||||||||||||||||||
December 31, | December 31, | December 31, | ||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||
Customer A | 42 | % | 34 | % | 32 | % | 28 | % | 52 | % | 31 | % | ||||||||
Customer B | 14 | % | 24 | % | 28 | % | 32 | % | 13 | % | 29 | % | ||||||||
Customer C | 9 | % | 8 | % | 7 | % | 8 | % | 3 | % | - | |||||||||
Customer D | 5 | % | 6 | % | 6 | % | 6 | % | 2 | % | 6 | % | ||||||||
Customer E | 4 | % | 7 | % | 4 | % | 7 | % | 3 | % | 8 | % | ||||||||
Customer F | 3 | % | - | 3 | % | - | 2 | % | - | |||||||||||
Customer G | 3 | % | 2 | % | 2 | % | 1 | % | 7 | % | 4 | % | ||||||||
Customer H | 3 | % | 3 | % | 2 | % | 2 | % | - | 3 | % | |||||||||
Customer I | 2 | % | 2 | % | 1 | % | 1 | % | 5 | % | 3 | % | ||||||||
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ||
Grapes, bulk wine, and capitalized cultural costs | $8,260 | $5,499 |
Bottled wine | 13,206 | 11,285 |
Bottling materials and other | 486 | 395 |
Total inventories | $21,952 | $17,179 |
PROPERTY_AND_EQUIPMENT_net_Det
PROPERTY AND EQUIPMENT, net (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $7,533 | $6,939 |
Less accumulated depreciation | -1,602 | -1,386 |
Total property and equipment, net | 5,931 | 5,553 |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,804 | 2,804 |
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,797 | 1,756 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,783 | 1,233 |
Vineyard Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 353 | 353 |
Vineyard Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 327 | 327 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 256 | 256 |
Leaseholds and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 120 | 117 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $93 | $93 |
PROPERTY_AND_EQUIPMENT_net_Det1
PROPERTY AND EQUIPMENT, net (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization, Nonproduction, Total | $0.10 | $0.10 | $0.20 | $0.09 |
INTANGIBLE_ASSETS_AND_OTHER_AS2
INTANGIBLE ASSETS AND OTHER ASSETS, net (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Finite lives: | ||
Customer lists | $213 | $213 |
Trademarks | 169 | 169 |
Proprietary technology | 95 | 95 |
Non-compete agreement | 38 | 38 |
Patent | 44 | 42 |
Finite-Lived Intangible Assets, Gross | 559 | 557 |
Less accumulated amortization | -239 | -189 |
Finite-Lived Intangible Assets, Net, Total | 320 | 368 |
Indefinite lives: | ||
Trademarks | 433 | 261 |
Total intangible assets, net | $753 | $629 |
INTANGIBLE_ASSETS_AND_OTHER_AS3
INTANGIBLE ASSETS AND OTHER ASSETS, net (Details 1) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Other Assets [Line Items] | ||
Other Assets, Gross | $576 | $488 |
Less accumulated amortization | -158 | -107 |
Total other assets, net | 418 | 381 |
Label Design Costs [Member] | ||
Other Assets [Line Items] | ||
Other Assets, Gross | 333 | 247 |
Loan Fees [Member] | ||
Other Assets [Line Items] | ||
Other Assets, Gross | 18 | 18 |
Lease Costs Related Party [Member] | ||
Other Assets [Line Items] | ||
Other Assets, Gross | 23 | 23 |
Computer Software, Intangible Asset [Member] | ||
Other Assets [Line Items] | ||
Other Assets, Gross | 144 | 144 |
Website Design Costs [Member] | ||
Other Assets [Line Items] | ||
Other Assets, Gross | 57 | 55 |
Other [Member] | ||
Other Assets [Line Items] | ||
Other Assets, Gross | $1 | $1 |
INTANGIBLE_ASSETS_AND_OTHER_AS4
INTANGIBLE ASSETS AND OTHER ASSETS, net (Details 2) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2015 (remaining six months) | $108 |
2016 | 212 |
2017 | 144 |
2018 | 112 |
2019 | 66 |
Thereafter | 96 |
Total future amortization expense | $738 |
INTANGIBLE_ASSETS_AND_OTHER_AS5
INTANGIBLE ASSETS AND OTHER ASSETS, net (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $0.05 | $0.03 | $0.10 | $0.07 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Line of Credit Facility [Line Items] | ||
Total credit facilities | $8,457 | $8,685 |
Line Of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Total credit facilities | 7,957 | 8,648 |
Equipment Line Of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Total credit facilities | $500 | $37 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details 1) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 | ||
In Thousands, unless otherwise specified | ||||
Long term debt: | ||||
Total notes payable | $3,818 | $3,860 | ||
Less LTD current maturities | -400 | -333 | ||
Total long term debt | 3,418 | 3,527 | ||
Notes Payable One [Member] | ||||
Long term debt: | ||||
Total notes payable | 3,054 | [1] | 3,122 | [1] |
Notes Payable Two [Member] | ||||
Long term debt: | ||||
Total notes payable | 46 | [2] | 70 | [2] |
Notes Payable Three [Member] | ||||
Long term debt: | ||||
Total notes payable | 228 | [3] | 263 | [3] |
Notes Payable Four [Member] | ||||
Long term debt: | ||||
Total notes payable | 366 | [4] | 405 | [4] |
Notes Payable Five [Member] | ||||
Long term debt: | ||||
Total notes payable | $124 | [5] | $0 | [5] |
[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. | |||
[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. | |||
[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. | |||
[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. | |||
[5] | On November 30, 2014, we acquired the unrestricted use of the Stonegate trademark in exchange for a trademark release payment which is to be made over time and is accounted for as a note payable. The note payable has three equal installments: a) within five days of November 30, 2014, b) on October 15, 2015, and c) on July 31, 2016. The note does not accrue interest outstanding on the principal. An imputed interest rate of 5.5% was assessed under GAAP and the impact was considered immaterial. |
COMMITMENTS_AND_CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 2) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Long Term Debt, Fiscal Year Maturity [Line Items] | ||
2015 (remaining six months) | $178 | |
2016 | 368 | |
2017 | 353 | |
2018 | 269 | |
2019 | 204 | |
Thereafter | 2,446 | |
Long-term Debt, Total | 3,818 | 3,860 |
Add: Estimated interest | 804 | |
Total | $4,622 |
COMMITMENTS_AND_CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details 3) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 | ||
In Thousands, unless otherwise specified | ||||
Related party note: | ||||
Note | $31 | [1] | $67 | [1] |
Less current maturities | -31 | -67 | ||
Total related party note | $0 | $0 | ||
[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%. |
COMMITMENTS_AND_CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details 4) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Purchase Obligation, Fiscal Year Maturity [Line Items] | |
2015 | $4,127 |
2016 | 575 |
Totals | $4,702 |
COMMITMENTS_AND_CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Share data in Millions, unless otherwise specified | Sep. 30, 2012 | Feb. 28, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Nov. 30, 2014 |
Commitments And Contingencies [Line Items] | ||||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 5 years | |||||||
Percentage Of Annual Increase Rent For Tasting and Winery | 3.00% | |||||||
Operating Leases, Future Minimum Payments Due | $400,000 | $400,000 | ||||||
Operating Leases, Rent Expense, Net | 80,000 | 70,000 | 200,000 | 100,000 | ||||
Tax Benefit Tax Receivable Percent | 90.00% | |||||||
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 300,000 | |||||||
Long Term Liability Due To LLC Unit Holders | 300,000 | 300,000 | ||||||
Inventory, Finished Goods, Gross | 4,500,000 | 4,500,000 | ||||||
Difference In Recorded Deferred Tax Asset | 30,000 | |||||||
Revolving Credit Facility [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Debt Instrument, Maturity Date | 31-Jul-15 | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | 9,000,000 | 9,000,000 | ||||||
Line of Credit Facility, Interest Rate During Period | 1.75% | |||||||
Line of Credit Facility, Maximum Amount Outstanding During Period | 1,000,000 | |||||||
Equipment Line Of Credit [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 500,000 | 500,000 | ||||||
Line of Credit Facility, Interest Rate During Period | 2.25% | |||||||
Foreign Line of Credit [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000 | 100,000 | ||||||
Common Class A [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Conversion of Stock, Shares Converted | 1.02 | 0.9 | ||||||
Convertible LLC Units [Member] | Common Class A [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Conversion of Stock, Shares Converted | 0.08 | |||||||
Notes Payable To Related Party [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Debt Instrument, Maturity Date | 31-May-15 | |||||||
Debt Instrument, Interest Rate During Period | 4.50% | |||||||
Debt Instrument, Periodic Payment | 6,245 | |||||||
Notes Payable Five [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | |||||||
Notes Payable To Bank One [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Debt Instrument, Maturity Date | 31-May-22 | |||||||
Debt Instrument, Interest Rate During Period | 2.25% | |||||||
Debt Instrument, Periodic Payment | 11,270 | |||||||
Notes Payable To Bank Two [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Debt Instrument, Maturity Date | 1-Nov-15 | |||||||
Debt Instrument, Interest Rate During Period | 3.75% | |||||||
Debt Instrument, Periodic Payment | 4,226 | |||||||
Notes Payable To Bank Three [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Debt Instrument, Maturity Date | 15-Jan-18 | |||||||
Debt Instrument, Interest Rate During Period | 3.75% | |||||||
Debt Instrument, Periodic Payment | 6,535 | |||||||
Notes Payable To Bank Four [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Debt Instrument, Maturity Date | 1-Mar-19 | |||||||
Debt Instrument, Interest Rate During Period | 3.75% | |||||||
Debt Instrument, Periodic Payment | $7,783 |
ACCOUNTS_PAYABLE_and_ACCRUED_E2
ACCOUNTS PAYABLE and ACCRUED EXPENSES (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Accounts Payable and Accrued Expenses [Line Items] | ||
Accounts payable | $2,376 | $2,746 |
Accrued bulk purchases | 111 | 0 |
Other accrued | 347 | 107 |
Commission | 168 | 163 |
Distributor obligations | 319 | 29 |
Personnel | 145 | 114 |
Professional fees | 8 | 35 |
Total accounts payable and accrued expenses | $3,474 | $3,194 |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (USD $) | 6 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Outstanding | 148,928 |
Number of Shares, Granted | 35,201 |
Number of Shares, Vested | -16,800 |
Number of Shares, Forfeited, canceled or expired | 0 |
Number of Shares, Outstanding | 167,329 |
Weighted Average Grant Date Fair Value Per Share, Outstanding (in dollars per share) | $4.89 |
Weighted Average Grant Date Fair Value Per share, Granted (in dollars per share) | $3.80 |
Weighted Average Grant Date Fair Value Per share, Vested (in dollars per share) | $3.72 |
Weighted Average Grant Date Fair Value Per Share, Outstanding (in dollars per share) | $5.26 |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Details 1) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $205 | $87 | $345 | $202 |
Selling and Marketing Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 100 | 78 | 184 | 184 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $105 | $9 | $161 | $18 |
STOCKBASED_COMPENSATION_Detail2
STOCK-BASED COMPENSATION (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||
Share data in Millions, unless otherwise specified | Dec. 09, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 15, 2014 | Feb. 04, 2014 | Jun. 25, 2014 | Nov. 20, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $0.02 | $0.02 | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||
Allocated Share-based Compensation Expense | 205,000 | 87,000 | 345,000 | 202,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 11 months 8 days | ||||||||
Share-based Compensation, Total | 345,000 | 202,000 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Grants in Period, Grant Date Fair Value | 30,000 | ||||||||
Common Class A [Member] | 2012 Stock Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0.3 | 0.3 | 1 | ||||||
Increase In Common Stock Capital Shares Reserved For Future Issuance | 0.7 | ||||||||
Director [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation, Total | 10,000 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Allocated Share-based Compensation Expense | 700,000 | ||||||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 1,100,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 50,000 | ||||||||
Restricted Stock Units (RSUs) [Member] | Director [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 5.00% | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Grants in Period, Grant Date Fair Value | 900,000 | ||||||||
Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 0.4 | 0.4 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||||
Allocated Share-based Compensation Expense | 60,000 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 5 months 23 days | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Grants in Period, Grant Date Fair Value | 400,000 | ||||||||
Restricted Stock Units (RSUs) [Member] | Director One [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | 50,000 | 50,000 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 11 months 16 days | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 60,000 | ||||||||
Restricted Stock Units (RSUs) [Member] | Director Two [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 0.03 | 0.03 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 11 months 16 days | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 30,000 | ||||||||
Non Vested Restricted Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | 400,000 | 400,000 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 1 month 6 days | ||||||||
Employee Stock Option [Member] | Chief Financial Officer [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 0.4 | 0.4 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||||
Allocated Share-based Compensation Expense | 50,000 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 5 months 23 days | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Grants in Period, Grant Date Fair Value | $400,000 |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | |
Other Ownership Interests [Line Items] | |||
Balance | 6,802,644 | 6,802,644 | |
LLC units converted FY14Q3 | 0 | ||
LLC units converted FY14Q4 | 0 | ||
LLC units converted FY15Q2 | 0 | ||
Balance | 6,802,644 | 6,802,644 | 6,802,644 |
Balance | 100.00% | 100.00% | 100.00% |
LLC units converted FY14Q3 | 0.00% | ||
LLC units converted FY14Q4 | 0.00% | ||
LLC units converted FY15Q2 | 0.00% | ||
Member Units [Member] | |||
Other Ownership Interests [Line Items] | |||
Balance | 3,164,172 | 4,102,644 | |
LLC units converted FY14Q3 | -815,778 | ||
LLC units converted FY14Q4 | -122,694 | ||
LLC units converted FY15Q2 | -80,712 | ||
Balance | 3,083,460 | 3,164,172 | 4,102,644 |
Balance | 45.30% | 46.50% | 60.30% |
LLC units converted FY14Q3 | -12.00% | ||
LLC units converted FY14Q4 | -1.80% | ||
LLC units converted FY15Q2 | -1.20% | ||
Parent [Member] | |||
Other Ownership Interests [Line Items] | |||
Balance | 3,638,472 | 2,700,000 | |
LLC units converted FY14Q3 | 815,778 | ||
LLC units converted FY14Q4 | 122,694 | ||
LLC units converted FY15Q2 | 80,712 | ||
Balance | 3,719,184 | 3,638,472 | 2,700,000 |
Balance | 54.70% | 53.50% | 39.70% |
LLC units converted FY14Q3 | 12.00% | ||
LLC units converted FY14Q4 | 1.80% | ||
LLC units converted FY15Q2 | 1.20% |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Jun. 30, 2014 | Nov. 20, 2014 | |
Class of Stock [Line Items] | |||
Common Stock, Voting Rights | Until November 17, 2014, we were a controlled company because our existing owners controlled 53.2% of the voting power of our outstanding Class A common stock and 100% of the voting power of our outstanding Class B common stock and had agreed to vote their shares of common stock together as a group. As a result of a certain member terminating the voting agreement and LLC unit conversions, the existing owners own approximately 45.3% of our outstanding common stock, and therefore, we are no longer a “controlled company” within the meaning of the NASDAQ Capital Marketplace rules and, thus, are required to have a board of directors comprised of a majority of independent directors and nominating and compensation committees composed entirely of independent directors within one year of the date on which we cease to be a controlled company. | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 15,000,000 | 15,000,000 | |
Conversion of Stock, Shares Converted | 1,020,000 | 900,000 | |
Common Class A [Member] | Convertible LLC Units [Member] | |||
Class of Stock [Line Items] | |||
Conversion of Stock, Shares Converted | 80,000 | ||
Common Class A [Member] | Maximum [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 15,000,000 | ||
Common Class A [Member] | Minimum [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 7,000,000 |
NET_LOSS_PER_SHARE_and_EARNING2
NET LOSS PER SHARE and EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Loss Per Share | ||||
Basic & dilutive Class A common share-weighted average shares (in shares) | 3,786,712 | 3,768,592 | ||
Basic and diluted loss per share (in dollars per share) | ($0.13) | ($0.15) | ||
Basic weighted average shares outstanding (in shares) | 3,786,712 | 2,700,462 | 3,768,592 | 2,700,230 |
Diluted weighted average shares outstanding (in shares) | 3,786,712 | 2,947,390 | 3,768,592 | 2,947,158 |
Basic net income per share (in dollars per share) | ($0.13) | $0.01 | ($0.15) | $0 |
Diluted net income per share (in dollars per share) | ($0.13) | $0.01 | ($0.15) | $0 |
Truett-Hurst, Inc [Member] | ||||
Earnings Per Share Basic And Diluted [Line Items] | ||||
Net loss attributable to Truett-Hurst, Inc. | ($474) | $40 | ($574) | $7 |
NET_LOSS_PER_SHARE_and_EARNING3
NET LOSS PER SHARE and EARNINGS PER SHARE (Details Textual) | 6 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Convertible LLC Units [Member] | Common Class A [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3.1 |
Restricted Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.2 |
Equity Incentive Shares [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.4 |
FAIR_VALUE_OF_FINANCIAL_INSTRU2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 | ||
In Thousands, unless otherwise specified | ||||
Assets | ||||
Total | $17 | $66 | ||
Fair Value, Inputs, Level 2 [Member] | ||||
Assets | ||||
Total | 17 | 66 | ||
Interest Rate Swap [Member] | ||||
Assets | ||||
Total | 17 | [1] | 66 | [1] |
Interest Rate Swap [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Assets | ||||
Total | $17 | [1] | $66 | [1] |
[1] | Included in "Other Current Assets" in the Balance Sheet |
TAXES_Details_Textual
TAXES (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate [Line Items] | ||
Effective Income Tax Rate Reconciliation, Percent | 0.00% | 0.00% |
Deferred Tax Assets, Valuation Allowance, Current | $0.20 | $0.20 |
OUTOFDATE_PRODUCT_Details
OUT-OF-DATE PRODUCT (Details) (USD $) | 3 Months Ended | 6 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 |
Summary Of Out Of Date Product [Line Items] | ||
Net revenue | $582 | $582 |
Cost of sales | 209 | 209 |
Total | $791 | $791 |
OUTOFDATE_PRODUCT_Details_Text
OUT-OF-DATE PRODUCT (Details Textual) (USD $) | 6 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 | Jun. 30, 2014 |
Summary Of Out Of Date Product [Line Items] | ||
Inventory, Finished Goods, Gross | 4.5 | |
Inventory, Finished Goods, Net of Reserves | 0.2 | |
Subsequent Event [Member] | ||
Summary Of Out Of Date Product [Line Items] | ||
Inventory, Finished Goods, Gross | 0.2 | |
Minimum [Member] | ||
Summary Of Out Of Date Product [Line Items] | ||
Net Sales Percentage | 1.00% | 8.00% |
SIGNIFICANT_CUSTOMER_INFORMATI2
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ||||
Net Sales | $6,564 | $5,996 | $13,046 | $11,382 |
Cost of sales | 4,565 | 3,875 | 8,612 | 7,472 |
Wholesale [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 3,544 | 4,357 | 7,682 | 8,379 |
Cost of sales | 3,214 | 3,078 | 6,214 | 6,044 |
Gross Margin Percentage | 9.30% | 29.40% | 19.10% | 27.90% |
Direct To Consumer [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 1,382 | 1,091 | 2,442 | 2,019 |
Cost of sales | 524 | 433 | 897 | 804 |
Gross Margin Percentage | 62.10% | 60.30% | 63.30% | 60.20% |
Internet [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 1,638 | 548 | 2,922 | 984 |
Cost of sales | $827 | $364 | $1,501 | $624 |
Gross Margin Percentage | 49.50% | 33.60% | 48.60% | 36.60% |
SIGNIFICANT_CUSTOMER_INFORMATI3
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Details 1) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Wholesale [Member] | Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 42.00% | 34.00% | 32.00% | 28.00% |
Wholesale [Member] | Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 14.00% | 24.00% | 28.00% | 32.00% |
Wholesale [Member] | Customer C [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 9.00% | 8.00% | 7.00% | 8.00% |
Wholesale [Member] | Customer D [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 5.00% | 6.00% | 6.00% | 6.00% |
Wholesale [Member] | Customer E [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 4.00% | 7.00% | 4.00% | 7.00% |
Wholesale [Member] | Customer F [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 3.00% | 0.00% | 3.00% | 0.00% |
Wholesale [Member] | Customer G [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 3.00% | 2.00% | 2.00% | 1.00% |
Wholesale [Member] | Customer H [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 3.00% | 3.00% | 2.00% | 2.00% |
Wholesale [Member] | Customer I [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 2.00% | 2.00% | 1.00% | 1.00% |
Accounts Receivable [Member] | Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 52.00% | 31.00% | ||
Accounts Receivable [Member] | Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 13.00% | 29.00% | ||
Accounts Receivable [Member] | Customer C [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 3.00% | 0.00% | ||
Accounts Receivable [Member] | Customer D [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 2.00% | 6.00% | ||
Accounts Receivable [Member] | Customer E [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 3.00% | 8.00% | ||
Accounts Receivable [Member] | Customer F [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 2.00% | 0.00% | ||
Accounts Receivable [Member] | Customer G [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 7.00% | 4.00% | ||
Accounts Receivable [Member] | Customer H [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 0.00% | 3.00% | ||
Accounts Receivable [Member] | Customer I [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 5.00% | 3.00% |
SIGNIFICANT_CUSTOMER_INFORMATI4
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ||||
Revenue, Net, Total | $6,564 | $5,996 | $13,046 | $11,382 |
International Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, Net, Total | $500 | $400 | $900 | $700 |