Document And Entity Information
Document And Entity Information | 3 Months Ended |
Sep. 30, 2015shares | |
Document Information [Line Items] | |
Entity Registrant Name | Truett-Hurst, Inc. |
Entity Central Index Key | 1,564,709 |
Current Fiscal Year End Date | --06-30 |
Entity Filer Category | Smaller Reporting Company |
Document Fiscal Year Focus | 2,016 |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2015 |
Document Fiscal Period Focus | Q1 |
Trading Symbol | THST |
Entity Common Stock, Shares Outstanding | 4,031,995 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 2,769 | $ 1,679 |
Accounts receivable | 3,587 | 2,797 |
Inventories | 24,257 | 22,127 |
Bulk wine deposit | 25 | 345 |
Other current assets | 144 | 316 |
Total current assets | 30,782 | 27,264 |
Property and equipment, net | 5,879 | 5,751 |
Intangible assets, net | 485 | 481 |
Other assets, net | 419 | 407 |
Total assets | 37,565 | 33,903 |
Current liabilities: | ||
Credit facilities | 9,995 | 9,034 |
Accounts payable and accrued expenses | 6,531 | 4,176 |
Accrual for sales returns | 518 | 524 |
Due to related parties | 334 | 134 |
Current maturities of long term debt | 532 | 368 |
Total current liabilities | 17,910 | 14,236 |
Deferred rent liability | 18 | 26 |
Long term debt, net of current maturities | 3,504 | 3,272 |
Total liabilities | $ 21,432 | $ 17,534 |
Commitments and contingencies (Note 6) | ||
Stockholders' equity | ||
Preferred stock, par value of $0.001 per share, 5,000,000 shares authorized, none issued and outstanding at September 30, 2015 and June 30, 2015 | $ 0 | $ 0 |
Additional paid-in capital | 14,704 | 14,618 |
Accumulated deficit | (5,568) | (5,356) |
Total Truett Hurst, Inc equity | 9,140 | 9,266 |
Noncontrolling interests | 6,993 | 7,103 |
Total equity | 16,133 | 16,369 |
Total liabilities and equity | 37,565 | 33,903 |
Common Class A [Member] | ||
Stockholders' equity | ||
Common Stock, Value | 4 | 4 |
Common Class B [Member] | ||
Stockholders' equity | ||
Common Stock, Value | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Sep. 30, 2015 | Jun. 30, 2015 |
Preferred Stock, Par or Stated Value Per Share (In dollars per share) | $ 0.001 | $ 0.001 |
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, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 15,000,000 | 15,000,000 |
Common Stock, Shares Issued | 4,031,995 | 4,010,120 |
Common Stock, Shares Outstanding | 4,031,995 | 4,010,120 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,000 | 1,000 |
Common Stock, Shares Issued | 8 | 8 |
Common Stock, Shares Outstanding | 8 | 8 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Sales | $ 6,978 | $ 6,614 |
Less excise tax | (163) | (132) |
Net sales | 6,815 | 6,482 |
Cost of sales | 4,471 | 4,047 |
Gross profit | 2,344 | 2,435 |
Operating expenses: | ||
Sales and marketing | 1,581 | 1,565 |
General and administrative | 910 | 943 |
(Gain) loss on disposal of assets | (1) | 2 |
Total operating expenses | 2,490 | 2,510 |
Loss from operations | (146) | (75) |
Other income (expense): | ||
Interest expense, net | (83) | (64) |
Other | (93) | (9) |
Total other expense | (176) | (73) |
Loss before income taxes | (322) | (148) |
Income tax expense | 0 | 2 |
Net loss | $ (322) | $ (150) |
Net loss per share | ||
Basic and diluted (in dollars per share) | $ (0.05) | $ (0.03) |
Weighted average shares used in computing net loss per share: | ||
Basic and diluted shares (in shares) | 4,027,183 | 3,750,472 |
Wine Spies, LLC [Member] | ||
Other income (expense): | ||
Net loss attributable to noncontrolling interest | $ 16 | $ 36 |
Truett-Hurst, Inc and H.D.D. LLC [Member] | ||
Other income (expense): | ||
Net loss | (338) | (186) |
H.D.D. LLC [Member] | ||
Other income (expense): | ||
Net loss attributable to noncontrolling interest | (126) | (86) |
Truett-Hurst, Inc [Member] | ||
Other income (expense): | ||
Net loss attributable to Truett-Hurst, Inc. | $ (212) | $ (100) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss before noncontrolling interests | $ (322) | $ (150) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 155 | 154 |
Stock-based compensation | 86 | 138 |
Deferred rent | (8) | (5) |
Deferred taxes | 0 | (2) |
Loss (gain) on fair value of interest rate swap | 72 | (5) |
(Gain) loss on disposal of assets | (1) | 2 |
Changes in operating assets and liabilities, net | ||
Accounts receivable | (790) | (659) |
Inventories | (2,130) | (6,481) |
Bulk wine deposit | 320 | 1,424 |
Other current assets | 172 | (15) |
Accounts payable and accrued expenses | 2,285 | 4,938 |
Accrual for sales returns | (6) | 0 |
Due to related parties | 200 | (18) |
Net cash provided by (used in) operating activities | 33 | (679) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (260) | (392) |
Acquisition of intangible and other assets | (42) | (31) |
Proceeds from the sale of assets | 2 | 0 |
Net cash used in investing activities | (300) | (423) |
Cash flows from financing activities: | ||
Net proceeds from line of credit | 961 | 370 |
Proceeds from long-term debt | 481 | 0 |
Payments on long-term debt | (85) | (83) |
Net cash provided by financing activities | 1,357 | 287 |
Net change in cash and cash equivalents | 1,090 | (815) |
Cash and cash equivalents at beginning of period | 1,679 | 5,567 |
Cash and cash equivalents at end of period | 2,769 | 4,752 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 81 | 39 |
Cash paid for income taxes | $ 0 | $ 2 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The unaudited interim condensed consolidated financial statements include the results of Truett-Hurst, Inc. (“THI”) and its subsidiaries: H.D.D. LLC (“LLC”) and 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 noncontrolling interest for the economic interest in the LLC and its consolidated subsidiary. Such noncontrolling 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, 2015, 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, 2015 filed with the SEC on September 28, 2015. Quantities or results referred to as “to date” or “as of this date” mean as of or to September 30, 2015, unless otherwise specifically noted. References to “FY” or “fiscal year” refer to our fiscal year ending on June 30 th Unless otherwise indicated, the notes to the unaudited condensed consolidated financial statements relate to the discussion of our continuing operations. 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, 2015. Certain prior year amounts in the consolidated financial statements and notes thereto have been reclassified to conform to the current year presentation. These reclassifications had no effect on the reported consolidated results of operations. Accounting Pronouncements In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial StatementsGoing Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-05: Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement In April 2015, the FASB issued ASU No. 2015-03: Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In August, 2015 , the FASB issued ASU No. 2015-15 to clarify the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements given the lack of guidance on this topic in ASU 2015-03 - Simplifying the Presentation of Debt Issuance Costs We have reviewed all 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 | 3 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 2 INVENTORIES September 30, 2015 June 30, 2015 (in thousands) Grapes, bulk wine and capitalized cultural costs $ 7,993 $ 7,375 Bottled wine, net 15,731 14,003 Bottling materials and other 385 544 Canned wine, net 148 205 Total inventories, net $ 24,257 $ 22,127 Gross inventories are offset by a general reserve of $ 0.01 of $0.5 million. The CA Winecraft reserve was established in fourth quarter of |
PROPERTY AND EQUIPMENT, net
PROPERTY AND EQUIPMENT, net | 3 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 3 PROPERTY AND EQUIPMENT, net September 30, 2015 June 30, 2015 (in thousands) Land and land improvements $ 2,804 $ 2,804 Building and improvements 1,844 1,844 Machinery and equipment 1,989 1,785 Vineyard development 353 353 Vineyard equipment 327 327 Furniture and fixtures 261 260 Leasehold improvements 123 120 Vehicles 93 93 7,794 7,586 Less accumulated depreciation (1,915) (1,835) Total fixed assets $ 5,879 $ 5,751 Total depreciation expense for both three-month periods ended September 30, 2015 and 2014 was $ 0.1 |
INTANGIBLE ASSETS, net
INTANGIBLE ASSETS, net | 3 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 4 INTANGIBLE ASSETS, net September 30, 2015 June 30, 2015 (in thousands) Finite lives: Patents $ 44 $ 44 44 44 Less accumulated amortization (1) (1) 43 43 Indefinite lives: Trademarks 442 438 Total intangible assets, net $ 485 $ 481 Amortization expense of intangible assets was negligible in the first quarter of FY16 and $ 0.02 0.04 |
OTHER ASSETS, net
OTHER ASSETS, net | 3 Months Ended |
Sep. 30, 2015 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Assets Disclosure [Text Block] | NOTE 5 OTHER ASSETS, net September 30, 2015 June 30, 2015 (in thousands) Label design $ 387 $ 371 Loan fees 18 18 Lease costs 23 23 Software 170 151 Website design 69 66 667 629 Less: accumulated amortization (248) (222) Total other assets, net $ 419 $ 407 Future amortization of other assets is as follows: Years ending June 30, (in thousands) 2016 (remaining nine months) $ 94 2017 115 2018 105 2019 61 2020 24 Thereafter 6 Total future amortization $ 405 Total other assets, net includes amounts for assets capitalized, but not yet in service. The amount of these assets is the difference between the net amount and the total future amortization. Total amortization expense for other assets for both three-month periods ended September 30, 2015 and 2014 was $ 0.03 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
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. |
ACCOUNTS PAYABLE and ACCRUED EX
ACCOUNTS PAYABLE and ACCRUED EXPENSES | 3 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 7 ACCOUNTS PAYABLE and ACCRUED EXPENSES September 30, 2015 June 30, 2015 (in thousands) Accounts payable $ 2,855 $ 2,969 Accrued expenses 658 290 Commission 83 132 Depletion allowance 509 525 Personnel 282 242 Accrued grape purchases 2,076 - Professional fees 68 18 Total accounts payable and accrued expenses $ 6,531 $ 4,176 |
OUT OF DATE PRODUCT
OUT OF DATE PRODUCT | 3 Months Ended |
Sep. 30, 2015 | |
Out Of Date Product [Abstract] | |
Out Of Date Product [Text Block] | NOTE 8 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 return rights only in circumstances where products are not merchantable due to quality deficiencies. We determined that Paper Boy’s shelf life met quality specifications for the product, which are consistent with other similar products in the market, and, therefore, we did not have contractual obligation to accept returns of, or to replace, the product. However, on a one time basis we agreed to work with various impacted parties Consistent with ASC-450, Contingencies Since December 31, 2014 when the accrual was established 0.06 0.5 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 9 STOCK-BASED COMPENSATION Equity Incentive Plan We have granted restricted stock awards and have the right to grant stock options and other stock-based awards to employees, directors and non-employees under our 2012 Stock Incentive Plan. For a complete discussion of 2012 Stock Incentive Plan, please refer to Note 13 - Stock-based Compensation to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2015. As of September 30, 2015, the 2012 Plan has 0.4 0.6 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 5 Equity Equity Based Payments to Non-Employees 0.7 0.7 0.35 On December 9, 2013, we granted 0.01 0.03 0.03 0.004 0.19 On June 25, 2014, we granted stock options to our Chief Financial Officer/Chief Operations Officer which vests over four years and had a fair value at date of grant of $ 0.4 0.1 0.3 2.74 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 0.1 0.3 2.74 On December 15, 2014, we granted 0.01 0.05 - 0.04 0.01 0.21 On December 15, 2014, we granted 0.008 0.03 - 0.008 0.02 2.21 On April 8, 2015, we granted 0.07 4 0.1 0.02 0.1 3.52 Three Months Ended September 30, 2015 September 30, 2014 (in thousands) Sales and marketing $ 11 $ 83 General and administrative 75 55 $ 86 $ 138 There were no grants of equity incentives during the first quarter of FY16. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 10 - NET LOSS PER SHARE Three Months Ended September 30, 2015 September 30, 2014 (in thousands, except share data) Net loss attributable to Truett-Hurst, Inc. $ (212) $ (100) Loss per share Basic and dilutive Class A common share weighted average shares 4,027,183 3,750,472 Basic and diluted loss per share $ (0.05) $ (0.03) 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 3.0 0.6 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 INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 11 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 based on prevailing interest rates and time to maturity. 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. 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). Fair value measurements at reporting date (in thousands) Fair value as of September 30, 2015 Significant other (Level 2) Liabilities Interest rate swap (1) $ (52) $ (52) Total $ (52) $ (52) (1) Included in “Accounts payable and accrued expenses” on the Balance Sheet Fair value measurements at reporting date (in thousands) Fair value as of June 30, 2015 Significant other (Level 2) Assets Interest rate swap (2) $ 20 $ 20 Total $ 20 $ 20 (2) Included in “Other current assets” on the Balance Sheet |
TAXES
TAXES | 3 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 12 TAXES The effective tax rate for the first quarter of FY16 is 0 We had no unrecognized tax benefits at September 30, 2015 and did not incur any income tax related interest expense or penalties related to uncertain tax positions. |
SIGNIFICANT CUSTOMER INFORMATIO
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION | 3 Months Ended |
Sep. 30, 2015 | |
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 Three Months Ended September 30, 2015 September 30, 1014 (in thousands) Net Sales Wholesale $ 5,109 $ 4,138 Direct to consumer 1,261 1,060 Internet 445 1,284 Total net sales $ 6,815 $ 6,482 Three Months Ended September 30, 2015 September 30, 1014 (in thousands) Cost of Sales Wholesale $ 3,800 $ 3,000 Direct to consumer 420 373 Internet 251 674 Total cost of sales $ 4,471 $ 4,047 Three Months Ended September 30, 2015 September 30, 1014 (in thousands) Gross Profit Wholesale $ 1,309 $ 1,138 Direct to consumer 841 687 Internet 194 610 Total cost of sales $ 2,344 $ 2,435 Three Months Ended September 30, 2015 September 30, 1014 Gross Profit Percentage Wholesale 25.6 % 27.5 % Direct to consumer 66.7 % 64.8 % Internet 43.6 % 47.5 % Significant Customer Information: Net Sales for Three Months Ended Accounts Receivable September 30, as of September 30, 2015 2014 2015 2014 Customer A 25 % 42 % 25 % 38 % Customer B 36 % 23 % 39 % 19 % Customer C 1 % - 10 % 20 % International sales were $ 0.3 0.4 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2015 | |
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 no additional subsequent events, except as discussed in Note 6 Commitments and Contingencies, 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 SIG20
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2015 | |
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 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 noncontrolling interest for the economic interest in the LLC and its consolidated subsidiary. Such noncontrolling 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, 2015, 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, 2015 filed with the SEC on September 28, 2015. Quantities or results referred to as “to date” or “as of this date” mean as of or to September 30, 2015, unless otherwise specifically noted. References to “FY” or “fiscal year” refer to our fiscal year ending on June 30 th 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, 2015. |
Reclassification, Policy [Policy Text Block] | Certain prior year amounts in the consolidated financial statements and notes thereto have been reclassified to conform to the current year presentation. These reclassifications had no effect on the reported consolidated results of operations. |
New Accounting Pronouncements, Policy [Policy Text Block] | Accounting Pronouncements In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial StatementsGoing Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-05: Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement In April 2015, the FASB issued ASU No. 2015-03: Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In August, 2015 , the FASB issued ASU No. 2015-15 to clarify the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements given the lack of guidance on this topic in ASU 2015-03 - Simplifying the Presentation of Debt Issuance Costs We have reviewed all 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) | 3 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consist of the following: September 30, 2015 June 30, 2015 (in thousands) Grapes, bulk wine and capitalized cultural costs $ 7,993 $ 7,375 Bottled wine, net 15,731 14,003 Bottling materials and other 385 544 Canned wine, net 148 205 Total inventories, net $ 24,257 $ 22,127 Gross inventories are offset by a general reserve of $ 0.01 of $0.5 million. The CA Winecraft reserve was established in fourth quarter of |
PROPERTY AND EQUIPMENT, net (Ta
PROPERTY AND EQUIPMENT, net (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consists of the following: September 30, 2015 June 30, 2015 (in thousands) Land and land improvements $ 2,804 $ 2,804 Building and improvements 1,844 1,844 Machinery and equipment 1,989 1,785 Vineyard development 353 353 Vineyard equipment 327 327 Furniture and fixtures 261 260 Leasehold improvements 123 120 Vehicles 93 93 7,794 7,586 Less accumulated depreciation (1,915) (1,835) Total fixed assets $ 5,879 $ 5,751 |
INTANGIBLE ASSETS, net (Tables)
INTANGIBLE ASSETS, net (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Intangible asset balances are summarized as follows: September 30, 2015 June 30, 2015 (in thousands) Finite lives: Patents $ 44 $ 44 44 44 Less accumulated amortization (1) (1) 43 43 Indefinite lives: Trademarks 442 438 Total intangible assets, net $ 485 $ 481 |
OTHER ASSETS, net (Tables)
OTHER ASSETS, net (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of Other Assets, Noncurrent [Table Text Block] | September 30, 2015 June 30, 2015 (in thousands) Label design $ 387 $ 371 Loan fees 18 18 Lease costs 23 23 Software 170 151 Website design 69 66 667 629 Less: accumulated amortization (248) (222) Total other assets, net $ 419 $ 407 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Future amortization of other assets is as follows: Years ending June 30, (in thousands) 2016 (remaining nine months) $ 94 2017 115 2018 105 2019 61 2020 24 Thereafter 6 Total future amortization $ 405 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Future lease commitments are as follows: 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 |
Schedule Of Long Term Debt Borrowings [Table Text Block] | 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 |
Schedule Of Future Principal And Interest Payments [Table Text Block] | Future principal and interest payments for the long-term debt as of September 30, 2015 are as follows: 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 |
Purchase Commitment, Excluding Long-term Commitment [Table Text Block] | Future minimum grape and bulk wine inventory purchase commitments are as follows: 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 |
ACCOUNTS PAYABLE and ACCRUED 26
ACCOUNTS PAYABLE and ACCRUED EXPENSES (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued expenses consist of the following: September 30, 2015 June 30, 2015 (in thousands) Accounts payable $ 2,855 $ 2,969 Accrued expenses 658 290 Commission 83 132 Depletion allowance 509 525 Personnel 282 242 Accrued grape purchases 2,076 - Professional fees 68 18 Total accounts payable and accrued expenses $ 6,531 $ 4,176 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Schedule Of Stock Based Compensation Expense [Table Text Block] | The following table summarizes stock-based compensation included in our condensed consolidated statements of operations for the three-month periods ended September 30, 2015 and 2014, respectively: Three Months Ended September 30, 2015 September 30, 2014 (in thousands) Sales and marketing $ 11 $ 83 General and administrative 75 55 $ 86 $ 138 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended September 30, 2015 September 30, 2014 (in thousands, except share data) Net loss attributable to Truett-Hurst, Inc. $ (212) $ (100) Loss per share Basic and dilutive Class A common share weighted average shares 4,027,183 3,750,472 Basic and diluted loss per share $ (0.05) $ (0.03) |
FAIR VALUE OF FINANCIAL INSTR29
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
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 September 30, 2015 and at June 30, 2015: Fair value measurements at reporting date (in thousands) Fair value as of September 30, 2015 Significant other (Level 2) Liabilities Interest rate swap (1) $ (52) $ (52) Total $ (52) $ (52) (1) Included in “Accounts payable and accrued expenses” on the Balance Sheet Fair value measurements at reporting date (in thousands) Fair value as of June 30, 2015 Significant other (Level 2) Assets Interest rate swap (2) $ 20 $ 20 Total $ 20 $ 20 (2) Included in “Other current assets” on the Balance Sheet |
SIGNIFICANT CUSTOMER INFORMAT30
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended September 30, 2015 September 30, 1014 (in thousands) Net Sales Wholesale $ 5,109 $ 4,138 Direct to consumer 1,261 1,060 Internet 445 1,284 Total net sales $ 6,815 $ 6,482 Three Months Ended September 30, 2015 September 30, 1014 (in thousands) Cost of Sales Wholesale $ 3,800 $ 3,000 Direct to consumer 420 373 Internet 251 674 Total cost of sales $ 4,471 $ 4,047 Three Months Ended September 30, 2015 September 30, 1014 (in thousands) Gross Profit Wholesale $ 1,309 $ 1,138 Direct to consumer 841 687 Internet 194 610 Total cost of sales $ 2,344 $ 2,435 Three Months Ended September 30, 2015 September 30, 1014 Gross Profit Percentage Wholesale 25.6 % 27.5 % Direct to consumer 66.7 % 64.8 % Internet 43.6 % 47.5 % |
Schedule Of Concentrations Of Wholesale Sales And Accounts Receivable As A Percent Of Each [Table Text Block] | Net Sales for Three Months Ended Accounts Receivable September 30, as of September 30, 2015 2014 2015 2014 Customer A 25 % 42 % 25 % 38 % Customer B 36 % 23 % 39 % 19 % Customer C 1 % - 10 % 20 % |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Inventory [Line Items] | ||
Grapes, bulk wine and capitalized cultural costs | $ 7,993 | $ 7,375 |
Bottled wine, net | 15,731 | 14,003 |
Bottling materials and other | 385 | 544 |
Canned wine, net | 148 | 205 |
Total inventories, net | $ 24,257 | $ 22,127 |
INVENTORIES (Details Textual)
INVENTORIES (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Jun. 30, 2015 | |
Inventory, Net, Total | $ 24,257 | $ 22,127 |
CA Winecraft [Member] | ||
Inventory, Net, Total | 10 | |
Inventory Write-down | $ 500 |
PROPERTY AND EQUIPMENT, net (De
PROPERTY AND EQUIPMENT, net (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 7,794 | $ 7,586 |
Less accumulated depreciation | (1,915) | (1,835) |
Total fixed assets | 5,879 | 5,751 |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,804 | 2,804 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,844 | 1,844 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,989 | 1,785 |
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 | 261 | 260 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 123 | 120 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 93 | $ 93 |
PROPERTY AND EQUIPMENT, net (34
PROPERTY AND EQUIPMENT, net (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation, Depletion and Amortization, Nonproduction, Total | $ 0.1 | $ 0.1 |
INTANGIBLE ASSETS, net (Details
INTANGIBLE ASSETS, net (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Finite lives: | ||
Patents | $ 44 | $ 44 |
Finite-Lived Intangible Assets, Gross | 44 | 44 |
Less accumulated amortization | (1) | (1) |
Finite-Lived Intangible Assets, Net, Total | 43 | 43 |
Indefinite lives: | ||
Trademarks | 442 | 438 |
Total intangible assets, net | $ 485 | $ 481 |
INTANGIBLE ASSETS, net (Detai36
INTANGIBLE ASSETS, net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Jun. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 20 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 40 |
OTHER ASSETS, net (Details)
OTHER ASSETS, net (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Other Assets [Line Items] | ||
Other Assets, Gross | $ 667 | $ 629 |
Less: accumulated amortization | (248) | (222) |
Total other assets, net | 419 | 407 |
Label design [Member] | ||
Other Assets [Line Items] | ||
Other Assets, Gross | 387 | 371 |
Loan fees [Member] | ||
Other Assets [Line Items] | ||
Other Assets, Gross | 18 | 18 |
Lease costs [Member] | ||
Other Assets [Line Items] | ||
Other Assets, Gross | 23 | 23 |
Software [Member] | ||
Other Assets [Line Items] | ||
Other Assets, Gross | 170 | 151 |
Website design [Member] | ||
Other Assets [Line Items] | ||
Other Assets, Gross | $ 69 | $ 66 |
OTHER ASSETS, net (Details 1)
OTHER ASSETS, net (Details 1) $ in Thousands | Sep. 30, 2015USD ($) |
Other Assets [Line Items] | |
2016 (remaining nine months) | $ 94 |
2,017 | 115 |
2,018 | 105 |
2,019 | 61 |
2,020 | 24 |
Thereafter | 6 |
Total future amortization | $ 405 |
OTHER ASSETS, net (Details Text
OTHER ASSETS, net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Other Assets [Member] | ||
Amortization Expenses | $ 30 | $ 30 |
COMMITMENTS AND CONTINGENCIES40
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Line of Credit Facility [Line Items] | |
2016 (remaining nine months) | $ 253 |
2,017 | 316 |
2,018 | 310 |
2,019 | 319 |
2,020 | 329 |
Thereafter | 225 |
Total future rent payments | $ 1,752 |
COMMITMENTS AND CONTINGENCIES41
COMMITMENTS AND CONTINGENCIES (Details 1) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 | |
Long-term debt: | |||
Total notes payable | $ 4,036 | $ 3,640 | |
Less current maturities | (532) | (368) | |
Total long term debt | 3,504 | 3,272 | |
Notes Payable One [Member] | |||
Long-term debt: | |||
Total notes payable | [1] | 2,953 | 2,987 |
Notes Payable Two [Member] | |||
Long-term debt: | |||
Total notes payable | [2] | 8 | 21 |
Notes Payable Three [Member] | |||
Long-term debt: | |||
Total notes payable | [3] | 175 | 193 |
Notes Payable Four [Member] | |||
Long-term debt: | |||
Total notes payable | [4] | 306 | 326 |
Notes Payable Five [Member] | |||
Long-term debt: | |||
Total notes payable | [5] | 113 | 113 |
Notes Payable Six [Member] | |||
Long-term debt: | |||
Total notes payable | [6] | $ 481 | $ 0 |
[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 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% was assessed under GAAP and the impact was considered immaterial. | ||
[6] | Note payable to a bank, secured by equipment, payable monthly with principal and interest payments of $11,267, matures July 1, 2019; at 3.90% interest. |
COMMITMENTS AND CONTINGENCIES42
COMMITMENTS AND CONTINGENCIES (Details 2) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Long Term Debt, Fiscal Year Maturity [Line Items] | ||
2016 (remaining nine months) | $ 372 | |
2,017 | 475 | |
2,018 | 396 | |
2,019 | 336 | |
2,020 | 146 | |
Thereafter | 2,311 | |
Long-term Debt, Total | 4,036 | $ 3,640 |
Add: Estimated interest payments | 735 | |
Total | $ 4,771 |
COMMITMENTS AND CONTINGENCIES43
COMMITMENTS AND CONTINGENCIES (Details 3) $ in Thousands | Sep. 30, 2015USD ($) |
Purchase Obligation, Fiscal Year Maturity [Line Items] | |
2016 (remaining nine months) | $ 2,398 |
2,017 | 1,519 |
2,018 | 868 |
2,019 | 464 |
Thereafter | 0 |
Total | 5,249 |
Third Parties [Member] | |
Purchase Obligation, Fiscal Year Maturity [Line Items] | |
2016 (remaining nine months) | 2,398 |
2,017 | 1,040 |
2,018 | 388 |
2,019 | 191 |
Thereafter | 0 |
Total | 4,017 |
Related Parties [Member] | |
Purchase Obligation, Fiscal Year Maturity [Line Items] | |
2016 (remaining nine months) | 0 |
2,017 | 479 |
2,018 | 480 |
2,019 | 273 |
Thereafter | 0 |
Total | $ 1,232 |
COMMITMENTS AND CONTINGENCIES44
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Oct. 21, 2015 | Sep. 30, 2012 | Feb. 28, 2011 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | |
Commitments And Contingencies [Line Items] | ||||||
Percentage Of Annual Increase Rent For Tasting and Winery | 3.00% | |||||
Operating Leases, Rent Expense, Net | $ 100 | $ 100 | ||||
Tax Benefit Tax Receivable Percent | 90.00% | |||||
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | $ 6,400 | |||||
Long Term Liability Due To LLC Unit Holders | 5,700 | |||||
Inventory, Finished Goods, Gross | 3,700 | |||||
Difference In Recorded Deferred Tax Asset | 600 | |||||
Annual Rent For Tasting | $ 100 | |||||
Deferred Tax Assets, Valuation Allowance | $ 6,400 | |||||
Service Agreement Description | 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. | |||||
Payments to Acquire Lease Receivables | $ 33,000 | |||||
Line of Credit [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Line of Credit Facility, Description | The credit facilities, which mature on July 31, 2016, include (a) a revolving line of credit with a maximum commitment of $10.0 million which accrues interest at 2.25% above the London Interbank Offered Rate (LIBOR), (b) a capital equipment line with a maximum commitment of a $0.5 million which carries an interest rate of 2.25% above floating One-Month LIBOR, and (c) a foreign exchange facility with a maximum commitment of $0.1 million which allows to enter into any spot or forward transaction to purchase from or sell to our bank a foreign currency. | |||||
Revolving Credit Facility [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Debt Instrument, Maturity Date | Jul. 31, 2016 | |||||
Line of Credit Facility, Interest Rate During Period | 2.25% | |||||
Long-term Line of Credit | $ 10,000 | |||||
Equipment Line Of Credit [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Line of Credit Facility, Interest Rate During Period | 2.25% | |||||
Long-term Line of Credit | $ 500 | |||||
Convertible LLC Units [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Conversion of Stock, Shares Converted | 1.1 | |||||
Convertible LLC Units [Member] | Common Class A [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Conversion of Stock, Shares Converted | 0.2 | |||||
Notes Payable To Bank One [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Debt Instrument, Maturity Date | May 31, 2022 | |||||
Debt Instrument, Periodic Payment | $ 11,270 | |||||
Line of Credit Facility, Interest Rate Description | 2.25% above LIBOR | |||||
Notes Payable To Bank Two [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Debt Instrument, Maturity Date | Nov. 1, 2015 | |||||
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 | Jan. 15, 2018 | |||||
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 | Mar. 1, 2019 | |||||
Debt Instrument, Interest Rate During Period | 3.75% | |||||
Debt Instrument, Periodic Payment | $ 7,783 | |||||
Notes Payable To Bank Five [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Debt Instrument, Interest Rate During Period | 5.50% | |||||
Notes Payable To Bank Six [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Debt Instrument, Maturity Date | Jul. 1, 2019 | |||||
Debt Instrument, Interest Rate During Period | 3.90% | |||||
Debt Instrument, Periodic Payment | $ 11,267 |
ACCOUNTS PAYABLE and ACCRUED 45
ACCOUNTS PAYABLE and ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Accounts Payable and Accrued Expenses [Line Items] | ||
Accounts payable | $ 2,855 | $ 2,969 |
Accrued expenses | 658 | 290 |
Commission | 83 | 132 |
Depletion allowance | 509 | 525 |
Personnel | 282 | 242 |
Accrued grape purchases | 2,076 | 0 |
Professional fees | 68 | 18 |
Total accounts payable and accrued expenses | $ 6,531 | $ 4,176 |
OUT OF DATE PRODUCT (Details Te
OUT OF DATE PRODUCT (Details Textual) | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Summary Of Out Of Date Product [Line Items] | |
Return Credit Processed | $ 60 |
Accrual For Sales Return | $ 500 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 86 | $ 138 |
Selling and Marketing Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | 11 | 83 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 75 | $ 55 |
STOCK-BASED COMPENSATION (Det48
STOCK-BASED COMPENSATION (Details Textual) - USD ($) shares in Thousands, $ in Thousands | Apr. 08, 2015 | Dec. 15, 2014 | Dec. 09, 2013 | Jun. 25, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Feb. 04, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 5.00% | |||||||
Allocated Share-based Compensation Expense | $ 86 | $ 138 | ||||||
2012 Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 400 | |||||||
Increase In Common Stock Capital Shares Reserved For Future Issuance | 600 | |||||||
Director [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instrument Other Than Options Grant In Period Fair Value | $ 900 | |||||||
Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Allocated Share-based Compensation Expense | $ 700 | |||||||
Restricted Stock [Member] | Director [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 | $ 30 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Grants in Period, Grant Date Fair Value | $ 30 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10 | |||||||
Restricted Stock [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, Period for Recognition | 4 years | |||||||
Restricted Stock [Member] | Director One [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 | 10 | |||||||
Allocated Share-based Compensation Expense | $ 40 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year | 2 months 16 days | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Grants in Period, Grant Date Fair Value | $ 50 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10 | |||||||
Restricted Stock [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 | $ 20 | |||||||
Allocated Share-based Compensation Expense | $ 8 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years | 2 years 2 months 16 days | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Grants in Period, Grant Date Fair Value | $ 30 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 8 | |||||||
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 | $ 300 | |||||||
Allocated Share-based Compensation Expense | $ 100 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 8 months 26 days | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Grants in Period, Grant Date Fair Value | $ 400 | |||||||
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 | $ 700 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 4 months 6 days | |||||||
Non Vested Restricted Stock [Member] | Director [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 4 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 months 8 days | |||||||
Employee Stock Option [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 300 | |||||||
Allocated Share-based Compensation Expense | $ 100 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 8 months 26 days | |||||||
Employee Stock Option [Member] | 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 | $ 100 | |||||||
Allocated Share-based Compensation Expense | $ 20 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 6 months 7 days | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Grants in Period, Grant Date Fair Value | $ 70 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100 | |||||||
Employee Stock Option [Member] | Chief Financial Officer [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Grants in Period, Grant Date Fair Value | $ 400 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Loss Per Share | ||
Basic and dilutive Class A common weighted average shares (in shares) | 4,027,183 | 3,750,472 |
Basic and diluted loss per share (in dollars per share) | $ (0.05) | $ (0.03) |
Truett-Hurst, Inc [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Net loss attributable to Truett-Hurst, Inc. | $ (212) | $ (100) |
NET LOSS PER SHARE (Details Tex
NET LOSS PER SHARE (Details Textual) shares in Millions | 3 Months Ended |
Sep. 30, 2015shares | |
Convertible LLC Units [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3 |
Restricted Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.6 |
FAIR VALUE OF FINANCIAL INSTR51
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 | ||
Assets | ||||
Total | $ (52) | $ 20 | ||
Fair Value, Inputs, Level 2 [Member] | ||||
Assets | ||||
Total | (52) | 20 | ||
Interest Rate Swap [Member] | ||||
Assets | ||||
Total | (52) | [1] | 20 | [2] |
Interest Rate Swap [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Assets | ||||
Total | $ (52) | [1] | $ 20 | [2] |
[1] | Included in “Accounts payable and accrued expenses” on the Balance Sheet | |||
[2] | Included in “Other current assets” on the Balance Sheet |
TAXES (Details Textual)
TAXES (Details Textual) $ in Thousands | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate [Line Items] | |
Effective Income Tax Rate Reconciliation, Percent | 0.00% |
Deferred Tax Assets, Valuation Allowance, Current | $ 70 |
SIGNIFICANT CUSTOMER INFORMAT53
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||
Net Sales | $ 6,815 | $ 6,482 |
Cost of sales | 4,471 | 4,047 |
Gross Profit | 2,344 | 2,435 |
Wholesale [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 5,109 | 4,138 |
Cost of sales | 3,800 | 3,000 |
Gross Profit | $ 1,309 | $ 1,138 |
Gross Profit Percentage | 25.60% | 27.50% |
Direct To Consumer [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | $ 1,261 | $ 1,060 |
Cost of sales | 420 | 373 |
Gross Profit | $ 841 | $ 687 |
Gross Profit Percentage | 66.70% | 64.80% |
Internet [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | $ 445 | $ 1,284 |
Cost of sales | 251 | 674 |
Gross Profit | $ 194 | $ 610 |
Gross Profit Percentage | 43.60% | 47.50% |
SIGNIFICANT CUSTOMER INFORMAT54
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Details 1) | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Wholesale [Member] | Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk Percentage | 25.00% | 42.00% |
Wholesale [Member] | Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk Percentage | 36.00% | 23.00% |
Wholesale [Member] | Customer C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk Percentage | 1.00% | 0.00% |
Accounts Receivable [Member] | Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk Percentage | 25.00% | 38.00% |
Accounts Receivable [Member] | Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk Percentage | 39.00% | 19.00% |
Accounts Receivable [Member] | Customer C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk Percentage | 10.00% | 20.00% |
SIGNIFICANT CUSTOMER INFORMAT55
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||
Revenue, Net, Total | $ 6,815 | $ 6,482 |
International Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, Net, Total | $ 300 | $ 400 |