Commitments and Contingencies Disclosure [Text Block] | NOTE 8 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. On July 27, 2015 we exercised the option to extend our lease of the property through February 29, 2021. We have the right of first refusal in the event the lessor desires to sell the leased property. Annual rent for the tasting room is $ 0.1 3 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. Rent expense for these facilities for FY15 and FY14 totaled $ 0.3 Years ending June 30: ( in thousands) 2016 $ 335 2017 316 2018 326 2019 310 2020 329 Thereafter 225 Total future lease commitments $ 1,841 Credit Facilities As of June 30, 2015, we had bank loans in place which are collateralized by substantially all of our assets, require compliance with certain financial covenants and are guaranteed by certain members of the LLC. As of June 30, 2015, we were engaged in refinancing our bank loans and obtaining an additional Equipment Purchase Line of Credit for our capital expenditure needs in fiscal 2016. On July 15, 2015, we completed the refinancing process with our lender, Bank of the West. Below is a description of the loans as of June 30, 2015 as well as those put in place as of July 15, 2015. ⋅ Line of Credit Not § As of June 30, 2015, we had a $9 million revolving line of credit with a maturity date of July 31, 2015 with an annual interest rate of 1.75% above LIBOR on the outstanding balance at June 30, 2015 the rate was 2.52%. On July 15, 2015, the line of credit commitment was increased to $10 million and the maturity date was extended to July 31, 2016. The outstanding balance on the new revolving line of credit accrues interest at an increased annual rate of 2.25% above LIBOR. ⋅ Equipment Purchase Line of Credit Note § As of June 30, 2015, we had a $ 0.5 2.25 One-Month LIBOR Rate § On July 15, 2015, we received a new Equipment Purchase Line of Credit Note in the amount of $ 0.5 2.25 One-Month LIBOR Rate 2.44 ⋅ Foreign Exchange Note § As of June 30, 2015, we had a foreign exchange note in the principal amount of $0.1 million from the bank due on or before July 31, 2015 that carried a 10% credit percentage and permitted us to enter into any spot or forward transaction to purchase from or sell to the bank a foreign currency of an agreed amount. There was no balance outstanding on the Foreign Exchange Note. On July 15, 2015, the maturity date of the Foreign Exchange Note was extended to July 31, 2016 and the rate was increased to 15%. The bank loans contains usual and customary covenants, including, among others, limitations on incurrence of senior indebtedness, the making of loans and advances, investments, acquisitions, and capital expenditures, the incurrence of liens, the consummation of mergers and asset sales; and changes in business and activities. In addition, the bank loans contains negative and financial covenants, including, without limitation, a minimum current assets to current liabilities ratio (measured quarterly), debt to effective tangible net worth ratio (measured quarterly), and debt service coverage ratio (measured annually). The bank loans obtained on July 15, 2015 also include a minimum EBITDA covenant to be measured on December 31, 2015 and March 31, 2016. Covenant Breaches While our bank loans as of June 30, 2015 included a minimum debt service coverage ratio, we refinanced those loans before the debt service covenant was measured with new loans that do not require a debt service coverage ratio test as of June 30, 2015. Security Agreements and Limited Guaranties In connection with our entry into the Bank of the West Loan on July 16, 2012, certain of our executive officers, as well as certain trusts and other entities under their respective control, had entered into guarantee agreements. A number of these guarantees were modified when we renewed our loans with Bank of the West on July 15, 2015. When the guarantees were modified the limited guaranty from the Hambrecht Trust and the unlimited guaranty from Hambrecht Wine Group were released. The guarantees in place as of July 15, 2015 are described below. Limited Guaranty Hurst Trust 61 Limited Guaranty Dolan 2005 Trust 23 Limited Guaranty Dolan 2003 Trust 23 Limited Guaranty Carroll-Obremskey Trust: 48 Long-term debt Long-term debt consisted of the following (in thousands except payment information): As of June 30, (in thousands) 2015 2014 Long term debt: Note 1 (1) $ 2,987 $ 3,122 Note 2 (2) 21 70 Note 3 (3) 193 263 Note 4 (4) 326 406 Note 5 (5) 113 - Total notes payable 3,640 3,860 Less LTD current maturities (368) (333) Total long term debt $ 3,272 $ 3,527 (1) Note payable to a bank, collateralized by a deed of trust on property payable monthly in principal payments of $ 11,270 May 31, 2022 2.25% above LIBOR (2) Note payable to a bank, collateralized by equipment payable monthly with principal and interest payments of $ 4,226 November 1, 2015 3.75 (3) Note payable to a bank, collateralized by equipment payable monthly with principal and interest payments of $ 6,535 January 15, 2018 3.75 (4) Note payable to a bank, collateralized by equipment payable monthly with principal and interest payments of $ 7,783 March 1, 2019 3.75 (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 Fiscal years ended June 30: ( in thousands) 2016 $ 368 2017 353 2018 269 2019 204 2020 135 Thereafter 2,311 3,640 Add: Estimated interest 741 Total $ 4,381 Related Party Transactions As of June 30, (in thousands) Related party note: 2015 2014 Note (1) $ - $ 67 Less current maturities - (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 May 3, 2015 4.5 Supply Contracts On February 26, 2013, we executed a supply of goods agreement for our paper wine bottle production. The term of the agreement is seven years and has a $ 0.8 0.5 We entered into a two-year supply agreement (with three, one-year renewal options) with a new supplier in the U.S. to provide paper bottles. Due to lack of performance, this contract was terminated and we no longer have any financial commitment. At June 30, 2015, total future purchase commitments for finished goods total approximately $ 5.3 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. Years ending June 30: Third Parties Related Total (in thousands) 2016 $ 4,872 $ 491 $ 5,363 2017 1,040 479 1,519 2018 388 480 868 2019 191 273 464 Thereafter - - - Total $ 6,491 $ 1,723 $ 8,214 For FY15 and FY14, grape inventory payments under the agreements with related parties totaled $ 0.3 1.2 Production We enter into various contracts with third party service providers for grape crushing and bottling. The costs are recorded in the period for which the service is provided. The actual costs related to custom crush services are based on volume. Our current contract for custom crush only covers the 2015 harvest. Our current bottling contract requires a minimum of 200,000 cases at $2.40 per case to be bottled in a one year period. 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 FY15, certain members exchanged 0.2 , certain members exchanged 0.9 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 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, Truett-Hurst Inc. will become entitled to a proportionate share of the existing tax basis of the assets of H.D.D. LLC. In addition, the purchase of Holdings Units and subsequent exchanges are expected to result in increases in the tax basis of the assets of H.D.D. LLC that otherwise would not have been available. Both this proportionate share and these increases in tax basis may reduce the amount of tax that Truett-Hurst Inc. would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. We recorded deferred tax assets of $ 6.4 1.1 5.7 0.6 6.4 Litigation We may be subject to various litigation matters arising in the ordinary course of business from time to time. However, we are not aware of any current pending legal matters or claims, individually or in the aggregate, that are expected to have a material adverse impact on our consolidated financial position, results of operations, or cash flows. Guarantees From time to time we enter into certain types of contracts that contingently require us to indemnify various parties against claims from third parties. These contracts primarily relate to (i) certain real estate leases, under which we may be required to indemnify property owners for environmental and other liabilities, and other claims arising from our use of the applicable premises, (ii) certain agreements with our officers, directors, and employees, under which we may be required to indemnify such persons for liabilities arising out of their employment relationship, (iii) contracts under which we may be required to indemnify customers against third-party claims that our product infringes a patent, copyright, or other intellectual property right, and (iv) procurement or license agreements, under which we may be required to indemnify licensors or vendors for certain claims that may be brought against them arising from our acts or omissions with respect to the supplied products or technology. Generally, a maximum obligation under these contracts is not explicitly stated. Because the obligated amounts associated with these types of agreements are not explicitly stated, the overall maximum amount of the obligation cannot be reasonably estimated. Historically, we have not been required to make payments under these obligations, and no liabilities have been recorded for these obligations on our balance sheets. |