Commitments and Contingencies Disclosure [Text Block] | NOTE 6 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 See Note 6 - Commitments and Contingencies, “Litigation”. 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 payments for these facilities for each three-month period ended September 30, 2015 and 2014, totaled $ 0.1 Years ending June 30, (in thousands) 2016 (remaining nine months) $ 253 2017 316 2018 310 2019 319 2020 329 Thereafter 225 Total future rent payments $ 1,752 Future lease commitments include rent payments for the tasting room and winery through the term of the lease ending February 2021. Credit Facilities and Long-Term Debt Since June 30, 2015, there have been no material changes with respect to our credit facilities and our 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, 2015. The credit facilities, which mature on July 31, 2016 10.0 2.25 0.5 2.25 0.1 The credit facilities are secured by a pledge of substantially all of our assets. Availability is subject to a monthly borrowing base and Long-term debt consisted of the following: September 30, 2015 June 30, 2015 (in thousands except payment information) Long-term debt: Note 1 (1) $ 2,953 $ 2,987 Note 2 (2) 8 21 Note 3 (3) 175 193 Note 4 (4) 306 326 Note 5 (5) 113 113 Note 6 (6) 481 - Total notes payable 4,036 3,640 Less current maturities (532) (368) Total long term debt $ 3,504 $ 3,272 (1) Note payable to a bank, secured by a deed of trust on property, payable monthly with principal payments of $ 11,270 May 31, 2022 2.25% above LIBOR (2) Note payable to a bank, secured by equipment, payable monthly with principal and interest payments of $ 4,226 November 1, 2015 3.75 (3) Note payable to a bank, secured by equipment, payable monthly with principal and interest payments of $ 6,535 January 15, 2018 3.75 (4) Note payable to a bank, secured 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 31, 2015, and c) on July 31, 2016. The note does not accrue interest outstanding on the principal. An imputed interest rate of 5.5 (6) Note payable to a bank, secured by equipment, payable monthly with principal and interest payments of $ 11,267 July 1, 2019 3.90 Years ending June 30, (in thousands) 2016 (remaining nine months) $ 372 2017 475 2018 396 2019 336 2020 146 Thereafter 2,311 4,036 Add: Estimated interest payments 735 Total $ 4,771 Supply Contract At September 30, 2015, total future purchase commitments for finished goods total approximately $ 3.7 We enter into short and long-term contracts with third parties and related party growers Years ending June 30, Third Parties Related Parties Total (in thousands) 2016 (remaining nine months) $ 2,398 $ - $ 2,398 2017 1,040 479 1,519 2018 388 480 868 2019 191 273 464 Thereafter - - - Total $ 4,017 $ 1,232 $ 5,249 Our related party commitments were fulfilled during the first quarter of fiscal 2016; however, we may enter into new related party commitments in the ordinary course of business. Production Guarantees Since June 30, 2015, 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, 2015. Litigation From time to time, we may be subject to various litigation matters arising in the ordinary course of business. Other than discussed below, we On October 21, 2015, H.D.D. LLC (“HDD”), the operating subsidiary of Truett Hurst, Inc. (the “Company”), received a letter from Hambrecht Wine Group, L.P. (the “Lessor”), the lessor of HDD’s winery and tasting room facility at 4035 Westside Road, Healdsburg, California, under a lease dated February 8, 2011 (the “Lease”), purporting to terminate the Lease effective as of that date, and rejecting HDD’s prior exercise of its election to extend for five years the original term of the Lease (which expires February 29, 2016). Lessor’s purported termination is based on purported defaults by HDD under provisions of the Lease relating to payment of rent and late charges (predicated on HDD’s withholding of approximately $ 33,000 The Company intends to take all appropriate actions, including arbitration or litigation, to preserve its right to occupancy under the Lease for its full term, including the five year extension. No assurances can be made, however, that the Company will be successful in this effort. The loss of the lease could have a material adverse effect on the Company’s business, results of operations and financial condition. 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 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 There was no activity related to the Tax Receivable Agreement in the three months ended September 30, 2015. I n demnification 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 thus an estimate of this potential obligation cannot be reasonably estimated. Historically, we have not been required to make payments under these obligations, and no liabilities have been recorded at September 30, 2015 and June 30, 2015, for these obligations on our balance sheets. |