Document And Entity Information
Document And Entity Information | 9 Months Ended |
Mar. 31, 2016shares | |
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 | Mar. 31, 2016 |
Document Fiscal Period Focus | Q3 |
Trading Symbol | THST |
Entity Common Stock, Shares Outstanding | 4,279,470 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 4,870 | $ 1,578 |
Accounts receivable | 1,722 | 2,783 |
Inventories, net | 19,791 | 22,080 |
Bulk wine deposits | 940 | 345 |
Assets held for sale | 0 | 173 |
Other current assets | 261 | 311 |
Total current assets | 27,584 | 27,270 |
Property and equipment, net | 5,716 | 5,743 |
Intangible assets, net | 498 | 482 |
Other assets, net | 426 | 408 |
Total assets | 34,224 | 33,903 |
Current liabilities: | ||
Credit facilities | 10,055 | 9,034 |
Accounts payable and accrued expenses | 3,166 | 4,056 |
Accrual for sales returns | 514 | 524 |
Due to related parties | 96 | 134 |
Liabilities held for sale | 0 | 140 |
Current maturities of long term debt | 472 | 368 |
Total current liabilities | 14,303 | 14,256 |
Deferred rent liability | 20 | 26 |
Long term debt, net of current maturities | 3,295 | 3,272 |
Total liabilities | $ 17,618 | $ 17,554 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, par value of $0.001 per share, 5,000,000 shares authorized, none issued and outstanding at March 31, 2016 and June 30, 2015 | $ 0 | $ 0 |
Additional paid-in capital | 14,892 | 14,618 |
Accumulated deficit | (5,428) | (5,356) |
Total Truett-Hurst, Inc. equity | 9,468 | 9,266 |
Noncontrolling interest | 7,138 | 7,083 |
Total equity | 16,606 | 16,349 |
Total liabilities and equity | 34,224 | 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 | Mar. 31, 2016 | 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 | 4,279,470 | 4,010,120 |
Common Stock, Shares Outstanding | 4,279,470 | 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 | 7 | 8 |
Common Stock, Shares Outstanding | 7 | 8 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Sales | $ 5,090 | $ 4,867 | $ 20,367 | $ 15,359 |
Less excise tax | (184) | (125) | (587) | (426) |
Net sales | 4,906 | 4,742 | 19,780 | 14,933 |
Cost of sales | 3,186 | 2,874 | 13,272 | 9,985 |
Gross profit | 1,720 | 1,868 | 6,508 | 4,948 |
Operating expenses: | ||||
Sales and marketing | 1,103 | 1,323 | 3,925 | 3,677 |
General and administrative | 635 | 804 | 2,244 | 2,446 |
Loss on disposal of assets | 11 | 10 | 10 | 12 |
Total operating expenses | 1,749 | 2,137 | 6,179 | 6,135 |
Net (loss) income from operations | (29) | (269) | 329 | (1,187) |
Other income (expense): | ||||
Interest expense, net | (73) | (74) | (242) | (207) |
Other expense | (80) | (68) | (148) | (154) |
Total other expense, net | (153) | (142) | (390) | (361) |
Net loss before income taxes | (182) | (411) | (61) | (1,548) |
Income tax expense | (1) | 0 | (1) | 0 |
Net loss from continuing operations | (183) | (411) | (62) | (1,548) |
Income (loss) from discontinued operations, net of tax | $ 0 | $ (27) | $ 45 | $ 58 |
Net loss per share: | ||||
Basic and diluted per share | $ (0.02) | $ (0.07) | $ (0.02) | $ (0.22) |
Weighted average shares used in computing net loss per share: | ||||
Basic and diluted weighted average shares | 4,253,026 | 3,842,798 | 4,114,545 | 3,787,014 |
Truett-Hurst, Inc and H.D.D. LLC [Member] | ||||
Other income (expense): | ||||
Net loss attributable to Truett-Hurst, Inc. and H.D.D. LLC | $ (183) | $ (438) | $ (17) | $ (1,490) |
H.D.D. LLC [Member] | ||||
Other income (expense): | ||||
Less: Net (income) loss attributable to noncontrolling interest: H.D.D. LLC | 90 | 178 | (55) | 656 |
Truett-Hurst, Inc [Member] | ||||
Other income (expense): | ||||
Net loss attributable to Truett-Hurst, Inc. | $ (93) | $ (260) | $ (72) | $ (834) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (62) | $ (1,548) |
Income from discontinued operations, net of tax | 45 | 58 |
Net loss from continuing operations | (62) | (1,548) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 496 | 420 |
Stock-based compensation | 274 | 458 |
Deferred rent | (5) | (16) |
Loss on fair value of interest rate swap | 112 | 98 |
Loss on disposal of assets | 10 | 12 |
Deferred taxes | 0 | 2 |
Changes in operating assets and liabilities, net | ||
Accounts receivable | 1,061 | 923 |
Inventories | 2,289 | (5,082) |
Bulk wine deposits | (595) | 302 |
Other current assets | 30 | (42) |
Accounts payable and accrued expenses | (981) | 972 |
Accrual for sales returns | (10) | 556 |
Due to related parties | (38) | 90 |
Net cash provided by operating activities of discontinued operations | 78 | 122 |
Net cash provided by (used in) operating activities | 2,659 | (2,733) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (395) | (615) |
Acquisition of intangible and other assets | (125) | (240) |
Proceeds from sale of assets | 4 | 3 |
Net cash used in investing activities | (516) | (852) |
Cash flows from financing activities: | ||
Net proceeds from line of credit | 1,022 | 180 |
Proceeds from long term debt | 500 | 0 |
Payments on long term debt | (373) | (249) |
Net cash provided by (used in) financing activities | 1,149 | (69) |
Net change in cash and cash equivalents | 3,292 | (3,654) |
Cash and cash equivalents at beginning of period | 1,578 | 5,362 |
Cash and cash equivalents at end of period | 4,870 | 1,708 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 242 | 188 |
Cash paid for income taxes | $ 0 | $ 0 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | The unaudited interim condensed consolidated financial statements include the results of Truett-Hurst, Inc. (“THI”) and its subsidiary H.D.D. LLC (“LLC”). They 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 records a noncontrolling interest representing the portion of equity ownership in the LLC that is not attributable to THI. On January 25, 2016, the LLC sold its fifty percent interest in The Wine Spies, LLC (“Wine Spies”) with an effective date of December 31, 2015. The results from Wine Spies, which were previously consolidated, have been deconsolidated in our unaudited interim condensed consolidated financial statements. The gain on the sale along with the current year results have been recorded in the statements of operations as part of discontinued operations. Prior periods have been accounted for on a consistent basis. The accompanying unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. The accompanying unaudited condensed consolidated financial statements were prepared 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 March 31, 2016, unless otherwise specifically noted. References to “FY” or “fiscal year” refer to our fiscal year ending on June 30 th 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 period amounts in the condensed 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 continuing operations. 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, The Company adopted this accounting standard with no impact on the financial results or financial presentation In November 2015, the FASB issued ASU No. 2015-17: Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. In February 2016, the FASB issued ASU No. 2016-02: Leases (Topic 842). In March 2016, the FASB issued ASU No. 2016-09: Improvements to Employee Share-Based Payment Accounting Compensation Stock Compensation. All recently issued, but not yet effective, accounting pronouncements have been reviewed and the Company does 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 | 9 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 2 INVENTORIES March 31, 2016 June 30, 2015 (in thousands) Grapes, bulk wine and capitalized cultural costs $ 8,044 $ 7,375 Bottled wine, net 11,323 13,956 Bottling materials and other 424 544 Canned wine, net - 205 Total inventories, net $ 19,791 $ 22,080 At March 31, 2016, gross inventories were offset by a general reserve of $ 0.02 0.7 0.5 |
PROPERTY AND EQUIPMENT, net
PROPERTY AND EQUIPMENT, net | 9 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 3 PROPERTY AND EQUIPMENT, net March 31, 2016 June 30, 2015 (in thousands) Land and land improvements $ 3,231 $ 3,231 Building and improvements 173 173 Machinery and equipment 1,944 1,735 Vineyard development 554 554 Vineyard equipment 88 102 Furniture and fixtures 238 305 Leasehold improvements 1,390 1,377 Vehicles 85 85 7,703 7,562 Less: accumulated depreciation and amortization (1,987) (1,819) Total property and equipment, net $ 5,716 $ 5,743 Total depreciation and amortization expense for 0.1 0.4 0.1 0.2 |
INTANGIBLE ASSETS, net
INTANGIBLE ASSETS, net | 9 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 4 INTANGIBLE ASSETS, net March 31, 2016 June 30, 2015 (in thousands) Finite lives: Patents $ 45 $ 44 Less: accumulated amortization (1) (1) Total patents, net 44 43 Indefinite lives: Trademarks 454 439 Total intangible assets, net $ 498 $ 482 Amortization expense of intangible assets was negligible during FY16 and FY15. The expected future amortization of patents is $ 0.04 |
OTHER ASSETS, net
OTHER ASSETS, net | 9 Months Ended |
Mar. 31, 2016 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Assets Disclosure [Text Block] | March 31, 2016 June 30, 2015 (in thousands) Label design $ 439 $ 372 Loan fees 18 18 Lease costs 23 23 Software 190 151 Website design 70 66 740 630 Less: accumulated amortization (314) (222) Total other assets, net $ 426 $ 408 Years ending June 30, (in thousands) 2016 (remaining three months) $ 35 2017 130 2018 116 2019 72 2020 34 Thereafter 5 Total future amortization $ 392 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 the three and nine months ended March 31, 2016 was $ 0.03 0.09 0.05 0.2 |
CREDIT FACILITIES AND LONG TERM
CREDIT FACILITIES AND LONG TERM DEBT | 9 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 6 CREDIT FACILITIES AND LONG TERM DEBT Credit Facilities 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, 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 $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 our bank to enter into any spot or forward transaction to purchase or sell a foreign currency. We did not use the foreign exchange facility during the nine months ended March 31, 2016. The credit facilities are secured by a pledge of substantially all of our assets with guarantees from the LLC members. Availability is subject to a monthly borrowing base and 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). The bank loans obtained on July 15, 2015 also include a minimum EBITDA covenant for the nine month period ended March 31, 2016. The Company is in compliance with all material aspects of its covenants as of March 31, 2016. Management believes that the credit facilities will be renewed on similar terms. Long Term Debt March 31, 2016 June 30, 2015 (in thousands except payment information) Long term debt: Note 1 (1) $ 2,885 $ 2,987 Note 2 (2) - 21 Note 3 (3) 139 193 Note 4 (4) 264 326 Note 5 (5) 57 113 Note 6 (6) 422 - Total notes payable 3,767 3,640 Less: current maturities (472) (368) Total long term debt $ 3,295 $ 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) 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 three months) $ 160 2017 418 2018 396 2019 336 2020 146 Thereafter 2,311 3,767 Add: Estimated interest payments 660 Total $ 4,427 |
ACCOUNTS PAYABLE and ACCRUED EX
ACCOUNTS PAYABLE and ACCRUED EXPENSES | 9 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 7 ACCOUNTS PAYABLE and ACCRUED EXPENSES March 31, 2016 June 30, 2015 (in thousands) Accounts payable $ 1,619 $ 2,969 Accrued expenses 332 170 Commission 175 132 Depletion allowance 758 525 Personnel 242 242 Accrued grape purchases 40 - Professional fees - 18 Total accounts payable and accrued expenses $ 3,166 $ 4,056 |
ACCRUAL FOR SALES RETURNS
ACCRUAL FOR SALES RETURNS | 9 Months Ended |
Mar. 31, 2016 | |
Accrual for Sales Returns [Abstract] | |
Accrual for Sales Returns [Text Block] | NOTE 8 ACCRUAL FOR SALES RETURNS During the third quarter FY15, an accrual was established for the return of product that had oxidized. The accrual amount was $0.5 million. To date there have been approximately $0.06 million return credits processed (none during the current quarter). The accrual for sales returns remains at $0.5 million as of March 31, 2016. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 9 COMMITMENTS AND CONTINGENCIES Leases In February 2011, we entered into a lease agreement for a tasting room and winery. The lease was for five years, commencing on March 1, 2011 and ending on February 29, 2016, and contained one option to extend for an additional period of five years. On July 27, 2015, the Company exercised the option to extend our lease of the property through February 29, 2021. The Company has the right of first refusal to purchase the property in the event the lessor desires to sell the leased property. The rent is subject to an annual 3 3 See Commitments and Contingencies, “Litigation.” In October 2013, the Company 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 were $ 0.1 0.3 0.08 0.2 Years ending June 30, (in thousands) 2016 (remaining three months) $ 84 2017 316 2018 310 2019 319 2020 329 Thereafter 225 Total future rent payments $ 1,583 Future lease commitments include rent payments for the tasting room and winery through the term of the lease ending February 2021. Supply Contracts The Company enters into short and long term contracts with third parties and related party growers to supply a portion of our future grape and bulk wine inventory requirements. Years ending June 30, Third Parties Related Parties Total (in thousands) 2016 (remaining three months) $ 2,398 $ - $ 2,398 2017 1,821 479 2,300 2018 510 480 990 2019 279 273 552 Total $ 5,008 $ 1,232 $ 6,240 At March 31, 2016, total future purchase commitments for finished goods was approximately $ 3.7 Production The Company enters 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 contracts for custom crush services cover the 2015 harvest. The current bottling contract requires a minimum of 200,000 cases at $2.40 per case to be bottled in a one year period. Litigation From time to time, the Company may be subject to various litigation matters arising in the ordinary course of business. Other than discussed below, the Company is 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. On January 29, 2016, Mendocino Wine Group (MWG) filed a complaint against Phil Hurst (Hurst) and H.D.D., LLC (LLC). The complaint alleges that, prior to January 2012, Hurst and LLC aided and abetted Paul Dolan in his alleged breach of fiduciary duties to MWG and that they interfered with Dolan's contract with Thornhill Management Company (the manager of MWG), and aided and abetted Dolan's interference with MWG's economic advantage. LLC denies the claims, denies all wrongdoing, and denies that they caused any harm to MWG. No amount has been recorded in the financial statements related to this suit. On October 21, 2015, H.D.D. LLC, 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 expired February 29, 2016). Lessor’s termination is based on purported defaults by HDD under provisions of the underlying lease. On November 9, 2015, the Company filed a motion for declaratory and injunctive relief in the Superior Court of California, Sonoma County. This suit is the first step in arbitrating the dispute. The Company intends to take all appropriate actions to preserve its right to occupancy under the Lease for its full term, including the five year extension. This location currently has one of our tasting rooms, storage capacity for approximately twenty five percent of our annual harvest, production facilities and administrative offices. 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 approximately 0.2 million LLC Units, on a one-for-one basis, for shares of Class A common stock of the Company, under the exchange agreement. During the nine months ended March 31, 2016, there was an exchange of approximately 0.2 Tax Receivable Agreement The Company entered into a tax receivable agreement (“TRA”) 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 The Company 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 has made 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. The Company has recorded deferred tax assets of $ 6.6 1.3 5.9 90 0.7 6.6 I ndemnification From time to time the Company enters 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 March 31, 2016 and June 30, 2015 for these obligations on our balance sheets. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 10 DISCONTINUED OPERATIONS On January 25, 2016, the LLC sold its fifty percent interest in The Wine Spies, LLC (“Wine Spies”) with an effective date of December 31, 2015. The results from Wine Spies, which were previously consolidated, have been deconsolidated in our unaudited interim condensed consolidated financial statements. The gain on the sale along with the current year results have been recorded in the statement of operations as part of discontinued operations. Prior periods have been accounted for on a consistent basis. The purchaser of our interest was the owner of the other 50 Three Months Ended Nine Months Ended March 31, 2016 March 31, 2016 (in thousands, except share data) Net income from operations of discontinued operations $ - $ 30 Gain on sale - 15 Net income from discontinued operations, net of tax $ - $ 45 Earnings Per Share Basic and diluted weighted average shares 4,253,026 4,114,545 Basic and diluted net income per share $ 0.00 $ 0.01 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 11 STOCK-BASED COMPENSATION Equity Incentive Plan The Company has granted restricted stock awards, stock options and restricted stock units to employees, directors and non-employees under our 2012 Stock Incentive Plan. As of March 31, 2016, the 2012 Plan has 1.0 0.5 Weighted Avg Grant Weighted Avg Number Date Fair Value per Contractual Aggregate Intrinsic of Shares Share Term in Years Value (in thousands) Outstanding at June 30, 2015 97,329 $ 3.24 - $ 160 Granted - - - - Released (86,802) - - 142 Vested (5,264) 3.80 - 9 Forfeited, cancelled or expired - - - - Outstanding at March 31, 2016 5,263 $ 3.61 1.71 $ 9 Expected to vest at March 31, 2016 5,263 $ 3.61 $ 9 Weighted Avg Grant Weighted Avg Number Date Fair Value per Contractual Aggregate Intrinsic of Shares Share Term in Years Value (in thousands) Outstanding at June 30, 2015 87,500 $ 5.00 - $ 144 Granted 45,180 1.66 - 74 Released (21,875) - - - Vested - - - - Forfeited, cancelled or expired - - - Outstanding at March 31, 2016 110,805 $ 3.64 2.47 $ 182 Expected to vest at March 31, 2016 110,805 $ 3.64 $ 182 Weighted Avg Grant Weighted Avg Number Date Fair Value per Contractual Aggregate Intrinsic of Shares Share Term in Years Value (in thousands) Outstanding at June 30, 2015 220,000 $ 4.35 - $ - Granted 270,000 1.96 - - Vested - - - - Forfeited, cancelled or expired (20,000) - - - Outstanding at March 31, 2016 470,000 $ 3.08 9.38 $ - Options Vested 37,500 $ 5.00 Options Non-Vested 432,500 $ 2.92 - $ - Options Exerciseable 37,500 $ 5.00 - - Three Months Ended Nine Months Ended March 31, March 31, (in thousands) 2016 2015 2016 2015 Sales and marketing $ 18 $ 40 $ 36 $ 224 General and administrative 84 75 238 234 Total stock-based compensation $ 102 $ 115 $ 274 $ 458 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 12 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 condensed consolidated balance sheets of financial assets and liabilities are all categorized as Level 1. They include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, which 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, the Company 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 condensed consolidated statements of operations in other expense. Fair value measurements at reporting date (in thousands) Significant other Fair value as of March 31, 2016 observable inputs (Level 2) Liabilities Interest rate swap (1) $ (91) $ (91) Total $ (91) $ (91) (1) Included in “Accounts payable and accrued expenses” in the Balance Sheet Fair value measurements at reporting date (in thousands) Significant other Fair value as of June 30, 2015 observable inputs (Level 2) Assets Interest rate swap (2) $ 20 $ 20 Total $ 20 $ 20 (2) Included in “Other current assets” in the Balance Sheet |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 13 INCOME TAXES For the three and nine months ended March 31, 2016, the Company recorded income tax expense of $ .001 1 ⋅ A rate benefit attributable to the fact that HDD operates as a limited liability company which is not subject to federal or state income tax. Accordingly, a portion of the earnings are not subject to corporate level taxes. ⋅ Operating losses for the periods. ⋅ Recording a full valuation allowance against net deferred tax assets, $ 0.1 0.5 There were no unrecognized tax benefits at March 31, 2016 and the Company 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 | 9 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 14 SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION Our primary reporting segments are identified as wholesale and direct to consumer. 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. 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, discrete financial information related to segment specific assets is not available. Sales and cost of sales are reported by segment. Historically, the Company reported a third segment identified as the Internet segment which were sales that occurred through Wine Spies and were principally comprised of brands not owned by us. Effective December 31, 2015, the Company sold its interest in Wine Spies and no longer has an Internet segment as part of our continuing operations. See Note 10 “Discontinued Operations.” Net Sales Three Months Ended Nine Months Ended March 31, March 31, (in thousands) 2016 2015 2016 2015 Net Sales Wholesale $ 3,491 $ 3,532 $ 15,451 $ 11,185 Direct to consumer 1,415 1,210 4,329 3,748 Total net sales $ 4,906 $ 4,742 $ 19,780 $ 14,933 Three Months Ended Nine Months Ended March 31, March 31, (in thousands) 2016 2015 2016 2015 Cost of Sales Wholesale $ 2,681 $ 2,450 $ 11,753 $ 8,664 Direct to consumer 505 424 1,519 1,321 Total cost of sales $ 3,186 $ 2,874 $ 13,272 $ 9,985 Three Months Ended Nine Months Ended March 31, March 31, (in thousands) 2016 2015 2016 2015 Gross Profit Wholesale $ 810 $ 1,082 $ 3,698 $ 2,521 Direct to consumer 910 786 2,810 2,427 Total gross profit $ 1,720 $ 1,868 $ 6,508 $ 4,948 Three Months Ended Nine Months Ended March 31, March 31, 2016 2015 2016 2015 Gross Profit Percentage Wholesale 23.2 % 30.6 % 23.9 % 22.5 % Direct to consumer 64.3 % 65.0 % 64.9 % 64.8 % Total gross profit percentage 35.1 % 39.4 % 32.9 % 33.1 % Significant Customer Information: Percentage of Total Percentage of Wholesale Sales Accounts Receivable Three Months Ended Nine Months Ended March 31, March 31, March 31, 2016 2015 2016 2015 2016 2015 Customer A 41 % 38 % 41 % 36 % 45 % 36 % Customer B 15 % 14 % 18 % 23 % 13 % 22 % International sales were $ 0.2 0.7 0.5 1.4 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 15 SUBSEQUENT EVENTS The Company has evaluated all subsequent event activity through the issue date of these condensed consolidated financial statements and concluded that no 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 SIG21
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2016 | |
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 subsidiary H.D.D. LLC (“LLC”). They 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 records a noncontrolling interest representing the portion of equity ownership in the LLC that is not attributable to THI. On January 25, 2016, the LLC sold its fifty percent interest in The Wine Spies, LLC (“Wine Spies”) with an effective date of December 31, 2015. The results from Wine Spies, which were previously consolidated, have been deconsolidated in our unaudited interim condensed consolidated financial statements. The gain on the sale along with the current year results have been recorded in the statements of operations as part of discontinued operations. Prior periods have been accounted for on a consistent basis. The accompanying unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. The accompanying unaudited condensed consolidated financial statements were prepared 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 March 31, 2016, unless otherwise specifically noted. References to “FY” or “fiscal year” refer to our fiscal year ending on June 30 th |
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] | Reclassifications Certain prior period amounts in the condensed 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 continuing 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, The Company adopted this accounting standard with no impact on the financial results or financial presentation In November 2015, the FASB issued ASU No. 2015-17: Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. In February 2016, the FASB issued ASU No. 2016-02: Leases (Topic 842). In March 2016, the FASB issued ASU No. 2016-09: Improvements to Employee Share-Based Payment Accounting Compensation Stock Compensation. All recently issued, but not yet effective, accounting pronouncements have been reviewed and the Company does 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) | 9 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories comprise: March 31, 2016 June 30, 2015 (in thousands) Grapes, bulk wine and capitalized cultural costs $ 8,044 $ 7,375 Bottled wine, net 11,323 13,956 Bottling materials and other 424 544 Canned wine, net - 205 Total inventories, net $ 19,791 $ 22,080 |
PROPERTY AND EQUIPMENT, net (Ta
PROPERTY AND EQUIPMENT, net (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment comprise: March 31, 2016 June 30, 2015 (in thousands) Land and land improvements $ 3,231 $ 3,231 Building and improvements 173 173 Machinery and equipment 1,944 1,735 Vineyard development 554 554 Vineyard equipment 88 102 Furniture and fixtures 238 305 Leasehold improvements 1,390 1,377 Vehicles 85 85 7,703 7,562 Less: accumulated depreciation and amortization (1,987) (1,819) Total property and equipment, net $ 5,716 $ 5,743 |
INTANGIBLE ASSETS, net (Tables)
INTANGIBLE ASSETS, net (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Intangible assets comprise: March 31, 2016 June 30, 2015 (in thousands) Finite lives: Patents $ 45 $ 44 Less: accumulated amortization (1) (1) Total patents, net 44 43 Indefinite lives: Trademarks 454 439 Total intangible assets, net $ 498 $ 482 |
OTHER ASSETS, net (Tables)
OTHER ASSETS, net (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of Other Assets, Noncurrent [Table Text Block] | Other assets comprise: March 31, 2016 June 30, 2015 (in thousands) Label design $ 439 $ 372 Loan fees 18 18 Lease costs 23 23 Software 190 151 Website design 70 66 740 630 Less: accumulated amortization (314) (222) Total other assets, net $ 426 $ 408 |
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 three months) $ 35 2017 130 2018 116 2019 72 2020 34 Thereafter 5 Total future amortization $ 392 |
CREDIT FACILITIES AND LONG TE26
CREDIT FACILITIES AND LONG TERM DEBT (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule Of Long Term Debt Borrowings [Table Text Block] | Long term debt comprise: March 31, 2016 June 30, 2015 (in thousands except payment information) Long term debt: Note 1 (1) $ 2,885 $ 2,987 Note 2 (2) - 21 Note 3 (3) 139 193 Note 4 (4) 264 326 Note 5 (5) 57 113 Note 6 (6) 422 - Total notes payable 3,767 3,640 Less: current maturities (472) (368) Total long term debt $ 3,295 $ 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) 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 March 31, 2016 are as follows: Years ending June 30, (in thousands) 2016 (remaining three months) $ 160 2017 418 2018 396 2019 336 2020 146 Thereafter 2,311 3,767 Add: Estimated interest payments 660 Total $ 4,427 |
ACCOUNTS PAYABLE and ACCRUED 27
ACCOUNTS PAYABLE and ACCRUED EXPENSES (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | March 31, 2016 June 30, 2015 (in thousands) Accounts payable $ 1,619 $ 2,969 Accrued expenses 332 170 Commission 175 132 Depletion allowance 758 525 Personnel 242 242 Accrued grape purchases 40 - Professional fees - 18 Total accounts payable and accrued expenses $ 3,166 $ 4,056 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Future lease commitments are: Years ending June 30, (in thousands) 2016 (remaining three months) $ 84 2017 316 2018 310 2019 319 2020 329 Thereafter 225 Total future rent payments $ 1,583 |
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 three months) $ 2,398 $ - $ 2,398 2017 1,821 479 2,300 2018 510 480 990 2019 279 273 552 Total $ 5,008 $ 1,232 $ 6,240 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations [Member] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Discontinued operations comprise: Three Months Ended Nine Months Ended March 31, 2016 March 31, 2016 (in thousands, except share data) Net income from operations of discontinued operations $ - $ 30 Gain on sale - 15 Net income from discontinued operations, net of tax $ - $ 45 Earnings Per Share Basic and diluted weighted average shares 4,253,026 4,114,545 Basic and diluted net income per share $ 0.00 $ 0.01 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the activity for stock options is presented below: Weighted Avg Grant Weighted Avg Number Date Fair Value per Contractual Aggregate Intrinsic of Shares Share Term in Years Value (in thousands) Outstanding at June 30, 2015 220,000 $ 4.35 - $ - Granted 270,000 1.96 - - Vested - - - - Forfeited, cancelled or expired (20,000) - - - Outstanding at March 31, 2016 470,000 $ 3.08 9.38 $ - Options Vested 37,500 $ 5.00 Options Non-Vested 432,500 $ 2.92 - $ - Options Exerciseable 37,500 $ 5.00 - - |
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 and nine months ended March 31, 2016 and 2015, respectively: Three Months Ended Nine Months Ended March 31, March 31, (in thousands) 2016 2015 2016 2015 Sales and marketing $ 18 $ 40 $ 36 $ 224 General and administrative 84 75 238 234 Total stock-based compensation $ 102 $ 115 $ 274 $ 458 |
Restricted Stock Units (RSUs) [Member] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of the activity for restricted stock units is presented below: Weighted Avg Grant Weighted Avg Number Date Fair Value per Contractual Aggregate Intrinsic of Shares Share Term in Years Value (in thousands) Outstanding at June 30, 2015 87,500 $ 5.00 - $ 144 Granted 45,180 1.66 - 74 Released (21,875) - - - Vested - - - - Forfeited, cancelled or expired - - - Outstanding at March 31, 2016 110,805 $ 3.64 2.47 $ 182 Expected to vest at March 31, 2016 110,805 $ 3.64 $ 182 |
Restricted Stock [Member] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of the activity for restricted stock awards is presented below: Weighted Avg Grant Weighted Avg Number Date Fair Value per Contractual Aggregate Intrinsic of Shares Share Term in Years Value (in thousands) Outstanding at June 30, 2015 97,329 $ 3.24 - $ 160 Granted - - - - Released (86,802) - - 142 Vested (5,264) 3.80 - 9 Forfeited, cancelled or expired - - - - Outstanding at March 31, 2016 5,263 $ 3.61 1.71 $ 9 Expected to vest at March 31, 2016 5,263 $ 3.61 $ 9 |
FAIR VALUE OF FINANCIAL INSTR31
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and at June 30, 2015: Fair value measurements at reporting date (in thousands) Significant other Fair value as of March 31, 2016 observable inputs (Level 2) Liabilities Interest rate swap (1) $ (91) $ (91) Total $ (91) $ (91) (1) Included in “Accounts payable and accrued expenses” in the Balance Sheet Fair value measurements at reporting date (in thousands) Significant other Fair value as of June 30, 2015 observable inputs (Level 2) Assets Interest rate swap (2) $ 20 $ 20 Total $ 20 $ 20 (2) Included in “Other current assets” in the Balance Sheet |
SIGNIFICANT CUSTOMER INFORMAT32
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following tables reflect net sales, cost of sales and gross profit by segment for continuing operations for each of the three and nine months ended March 31, 2016 and 2015, respectively: Three Months Ended Nine Months Ended March 31, March 31, (in thousands) 2016 2015 2016 2015 Net Sales Wholesale $ 3,491 $ 3,532 $ 15,451 $ 11,185 Direct to consumer 1,415 1,210 4,329 3,748 Total net sales $ 4,906 $ 4,742 $ 19,780 $ 14,933 Three Months Ended Nine Months Ended March 31, March 31, (in thousands) 2016 2015 2016 2015 Cost of Sales Wholesale $ 2,681 $ 2,450 $ 11,753 $ 8,664 Direct to consumer 505 424 1,519 1,321 Total cost of sales $ 3,186 $ 2,874 $ 13,272 $ 9,985 Three Months Ended Nine Months Ended March 31, March 31, (in thousands) 2016 2015 2016 2015 Gross Profit Wholesale $ 810 $ 1,082 $ 3,698 $ 2,521 Direct to consumer 910 786 2,810 2,427 Total gross profit $ 1,720 $ 1,868 $ 6,508 $ 4,948 Three Months Ended Nine Months Ended March 31, March 31, 2016 2015 2016 2015 Gross Profit Percentage Wholesale 23.2 % 30.6 % 23.9 % 22.5 % Direct to consumer 64.3 % 65.0 % 64.9 % 64.8 % Total gross profit percentage 35.1 % 39.4 % 32.9 % 33.1 % |
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: Percentage of Total Percentage of Wholesale Sales Accounts Receivable Three Months Ended Nine Months Ended March 31, March 31, March 31, 2016 2015 2016 2015 2016 2015 Customer A 41 % 38 % 41 % 36 % 45 % 36 % Customer B 15 % 14 % 18 % 23 % 13 % 22 % |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Inventory [Line Items] | ||
Grapes, bulk wine and capitalized cultural costs | $ 8,044 | $ 7,375 |
Bottled wine, net | 11,323 | 13,956 |
Bottling materials and other | 424 | 544 |
Canned wine, net | 0 | 205 |
Total inventories, net | $ 19,791 | $ 22,080 |
INVENTORIES (Details Textual)
INVENTORIES (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Jun. 30, 2015 | |
Inventory, Net, Total | $ 19,791 | $ 22,080 |
CA Winecraft [Member] | ||
Inventory Write-down | 700 | $ 500 |
Bottled Wine [Member] | ||
Inventory, Net, Total | $ 20 |
PROPERTY AND EQUIPMENT, net (De
PROPERTY AND EQUIPMENT, net (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 7,703 | $ 7,562 |
Less: accumulated depreciation and amortization | (1,987) | (1,819) |
Total property and equipment, net | 5,716 | 5,743 |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,231 | 3,231 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 173 | 173 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,944 | 1,735 |
Vineyard development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 554 | 554 |
Vineyard equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 88 | 102 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 238 | 305 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,390 | 1,377 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 85 | $ 85 |
PROPERTY AND EQUIPMENT, net (36
PROPERTY AND EQUIPMENT, net (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization, Nonproduction, Total | $ 0.1 | $ 0.1 | $ 0.4 | $ 0.2 |
INTANGIBLE ASSETS, net (Details
INTANGIBLE ASSETS, net (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Finite lives: | ||
Patents | $ 45 | $ 44 |
Less: accumulated amortization | (1) | (1) |
Total patents, net | 44 | 43 |
Indefinite lives: | ||
Trademarks | 454 | 439 |
Total intangible assets, net | $ 498 | $ 482 |
INTANGIBLE ASSETS, net (Detai38
INTANGIBLE ASSETS, net (Details Textual) $ in Thousands | 9 Months Ended |
Mar. 31, 2016USD ($) | |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization of Intangible Assets | $ 40 |
OTHER ASSETS, net (Details)
OTHER ASSETS, net (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Other Assets [Line Items] | ||
Other Assets, Gross | $ 740 | $ 630 |
Less: accumulated amortization | (314) | (222) |
Total other assets, net | 426 | 408 |
Label design [Member] | ||
Other Assets [Line Items] | ||
Other Assets, Gross | 439 | 372 |
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 | 190 | 151 |
Website design [Member] | ||
Other Assets [Line Items] | ||
Other Assets, Gross | $ 70 | $ 66 |
OTHER ASSETS, net (Details 1)
OTHER ASSETS, net (Details 1) $ in Thousands | Mar. 31, 2016USD ($) |
Other Assets [Line Items] | |
2016 (remaining three months) | $ 35 |
2,017 | 130 |
2,018 | 116 |
2,019 | 72 |
2,020 | 34 |
Thereafter | 5 |
Total future amortization | $ 392 |
OTHER ASSETS, net (Details Text
OTHER ASSETS, net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Other Assets [Member] | ||||
Amortization Expenses | $ 30 | $ 50 | $ 90 | $ 200 |
CREDIT FACILITIES AND LONG TE42
CREDIT FACILITIES AND LONG TERM DEBT (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 | |
Long-term debt: | |||
Total notes payable | $ 3,767 | $ 3,640 | |
Less: current maturities | (472) | (368) | |
Total long term debt | 3,295 | 3,272 | |
Notes Payable One [Member] | |||
Long-term debt: | |||
Total notes payable | [1] | 2,885 | 2,987 |
Notes Payable Two [Member] | |||
Long-term debt: | |||
Total notes payable | [2] | 0 | 21 |
Notes Payable Three [Member] | |||
Long-term debt: | |||
Total notes payable | [3] | 139 | 193 |
Notes Payable Four [Member] | |||
Long-term debt: | |||
Total notes payable | [4] | 264 | 326 |
Notes Payable Five [Member] | |||
Long-term debt: | |||
Total notes payable | [5] | 57 | 113 |
Notes Payable Six [Member] | |||
Long-term debt: | |||
Total notes payable | [6] | $ 422 | $ 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, matured 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 $11,267, matures July 1, 2019; at 3.90% interest. |
CREDIT FACILITIES AND LONG TE43
CREDIT FACILITIES AND LONG TERM DEBT (Details 1) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Long Term Debt, Fiscal Year Maturity [Line Items] | ||
2016 (remaining three months) | $ 160 | |
2,017 | 418 | |
2,018 | 396 | |
2,019 | 336 | |
2,020 | 146 | |
Thereafter | 2,311 | |
Long-term Debt, Total | 3,767 | $ 3,640 |
Add: Estimated interest payments | 660 | |
Total | $ 4,427 |
CREDIT FACILITIES AND LONG TE44
CREDIT FACILITIES AND LONG TERM DEBT (Details Textual) $ in Thousands | 9 Months Ended |
Mar. 31, 2016USD ($) | |
Line of Credit [Member] | |
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 $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 our bank to enter into any spot or forward transaction to purchase or sell a foreign currency. We did not use the foreign exchange facility during the nine months ended March 31, 2016. |
Notes Payable To Bank One [Member] | |
Debt Instrument, Maturity Date | May 31, 2022 |
Line of Credit Facility, Interest Rate Description | 2.25% above LIBOR |
Debt Instrument, Periodic Payment, Interest | $ 11,270 |
Notes Payable To Bank Two [Member] | |
Debt Instrument, Maturity Date | Nov. 1, 2015 |
Debt Instrument, Periodic Payment, Interest | $ 4,226 |
Debt Instrument, Interest Rate During Period | 3.75% |
Notes Payable To Bank Three [Member] | |
Debt Instrument, Maturity Date | Jan. 15, 2018 |
Debt Instrument, Periodic Payment, Interest | $ 6,535 |
Debt Instrument, Interest Rate During Period | 3.75% |
Notes Payable To Bank Four [Member] | |
Debt Instrument, Maturity Date | Mar. 1, 2019 |
Debt Instrument, Periodic Payment, Interest | $ 7,783 |
Debt Instrument, Interest Rate During Period | 3.75% |
Notes Payable To Bank Five [Member] | |
Debt Instrument, Interest Rate During Period | 5.50% |
Notes Payable To Bank Six [Member] | |
Debt Instrument, Maturity Date | Jul. 1, 2019 |
Debt Instrument, Periodic Payment, Interest | $ 11,267 |
Debt Instrument, Interest Rate During Period | 3.90% |
ACCOUNTS PAYABLE and ACCRUED 45
ACCOUNTS PAYABLE and ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Accounts Payable and Accrued Expenses [Line Items] | ||
Accounts payable | $ 1,619 | $ 2,969 |
Accrued expenses | 332 | 170 |
Commission | 175 | 132 |
Depletion allowance | 758 | 525 |
Personnel | 242 | 242 |
Accrued grape purchases | 40 | 0 |
Professional fees | 0 | 18 |
Total accounts payable and accrued expenses | $ 3,166 | $ 4,056 |
ACCRUAL FOR SALES RETURNS (Deta
ACCRUAL FOR SALES RETURNS (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2016 | Jun. 30, 2015 | |
Return Credit Processed | $ 60 | |
Customer Refund Liability, Current | 514 | $ 524 |
Accrual For Sales Return | $ 500 |
COMMITMENTS AND CONTINGENCIES47
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Line of Credit Facility [Line Items] | |
2016 (remaining three months) | $ 84 |
2,017 | 316 |
2,018 | 310 |
2,019 | 319 |
2,020 | 329 |
Thereafter | 225 |
Total future rent payments | $ 1,583 |
COMMITMENTS AND CONTINGENCIES48
COMMITMENTS AND CONTINGENCIES (Details 1) $ in Thousands | Jun. 30, 2015USD ($) |
Purchase Obligation, Fiscal Year Maturity [Line Items] | |
2016 (remaining three months) | $ 2,398 |
2,017 | 2,300 |
2,018 | 990 |
2,019 | 552 |
Total | 6,240 |
Third Parties [Member] | |
Purchase Obligation, Fiscal Year Maturity [Line Items] | |
2016 (remaining three months) | 2,398 |
2,017 | 1,821 |
2,018 | 510 |
2,019 | 279 |
Total | 5,008 |
Related Parties [Member] | |
Purchase Obligation, Fiscal Year Maturity [Line Items] | |
2016 (remaining three months) | 0 |
2,017 | 479 |
2,018 | 480 |
2,019 | 273 |
Total | $ 1,232 |
COMMITMENTS AND CONTINGENCIES49
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2011 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Commitments And Contingencies [Line Items] | |||||
Percentage Of Annual Increase Rent For Tasting and Winery | 3.00% | 3.00% | |||
Operating Leases, Rent Expense, Net | $ 100 | $ 80 | $ 300 | $ 200 | |
Tax Benefit Tax Receivable Percent | 90.00% | 90.00% | |||
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | $ 6,600 | $ 6,600 | |||
Long Term Liability Due To LLC Unit Holders | 5,900 | 5,900 | |||
Inventory, Finished Goods, Gross | 3,700 | 3,700 | |||
Difference In Recorded Deferred Tax Asset | 700 | ||||
Deferred Tax Assets, Valuation Allowance | $ 6,600 | $ 6,600 | |||
Service Agreement Description | The Company enters 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 contracts for custom crush services cover the 2015 harvest. The current bottling contract requires a minimum of 200,000 cases at $2.40 per case to be bottled in a one year period. | ||||
Convertible LLC Units [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Conversion of Stock, Shares Converted | 1.3 | ||||
Convertible LLC Units [Member] | Common Class A [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Conversion of Stock, Shares Converted | 0.2 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Net income from discontinued operations, net of tax | $ 0 | $ (27) | $ 45 | $ 58 |
Earnings Per Share | ||||
Basic and diluted weighted average shares (in shares) | 4,253,026 | 4,114,545 | ||
Basic and diluted net income per share (in dollars per share) | $ (0.02) | $ (0.07) | $ (0.02) | $ (0.22) |
Discontinued Operations [Member] | ||||
Net income from operations of discontinued operations | $ 0 | $ 30 | ||
Gain on sale | 0 | 15 | ||
Net income from discontinued operations, net of tax | $ 0 | $ 45 |
DISCONTINUED OPERATIONS (Deta51
DISCONTINUED OPERATIONS (Details Textual) | 1 Months Ended |
Jan. 25, 2016 | |
Wine Spies, LLC [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Sale of Stock, Percentage of Ownership before Transaction | 50.00% |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Jun. 30, 2015 | |
Employee Stock Option [Member] | ||
Number of Shares, Outstanding at June 30, 2015 | 220,000 | |
Number of Shares, Granted | 270,000 | |
Number of Shares, Vested | 0 | |
Number of Shares, Forfeited, cancelled or expired | (20,000) | |
Number of Shares, Outstanding at March 31, 2016 | 470,000 | 220,000 |
Number of Shares, Expected to vest at March 31, 2016 | 37,500 | |
Number of Shares, Options Vested | 37,500 | |
Number of Shares, Options Non-Vested | 432,500 | |
Number of Shares, Options Exerciseable | 37,500 | |
Weighted Avg Grant Date Fair Value per Share, Outstanding at June 30, 2015 | $ 4.35 | |
Weighted Avg Grant Date Fair Value per Share, Granted | 1.96 | |
Weighted Avg Grant Date Fair Value per Share, Vested | 0 | |
Weighted Avg Grant Date Fair Value per Share, Forfeited, cancelled or expired | 0 | |
Weighted Avg Grant Date Fair Value per Share, Outstanding at March 31, 2016 | 3.08 | $ 4.35 |
Weighted Avg Grant Date Fair Value per Share, Expected to vest at March 31, 2016 | 5 | |
Weighted Avg Grant Date Fair Value Per Share, Options Vested | 5 | |
Weighted Avg Grant Date Fair Value per Share, Options Non-Vested | 2.92 | |
Weighted Avg Grant Date Fair Value per Share, Options Exerciseable | $ 5 | |
Weighted Avg Contractual Term in Years, Outstanding | 9 years 4 months 17 days | 0 years |
Weighted Avg Contractual Term in Years, Granted | 0 years | |
Weighted Avg Contractual Term in Years, Vested | 0 years | |
Weighted Avg Contractual Term in Years, Forfeited, cancelled or expired | 0 years | |
Weighted Avg Contractual Term in Years, Options Non-Vested | 0 years | |
Weighted Avg Contractual Term in Years, Options Exerciseable | 0 years | |
Aggregate Intrinsic Value, Outstanding at June 30, 2015 | $ 0 | |
Aggregate Intrinsic Value, Granted | 0 | |
Aggregate Intrinsic Value, Vested | 0 | |
Aggregate Intrinsic Value, Forfeited, cancelled or expired | 0 | |
Aggregate Intrinsic Value, Outstanding at March 31, 2016 | 0 | $ 0 |
Aggregate Intrinsic Value, Options Non-Vested | 0 | |
Aggregate Intrinsic Value, Options Exerciseable | $ 0 | |
Restricted Stock Units (RSUs) [Member] | ||
Number of Shares, Outstanding at June 30, 2015 | 87,500 | |
Number of Shares, Granted | 45,180 | |
Number of Shares, Released | (21,875) | |
Number of Shares, Vested | 0 | |
Number of Shares, Forfeited, cancelled or expired | 0 | |
Number of Shares, Outstanding at March 31, 2016 | 110,805 | 87,500 |
Number of Shares, Expected to vest at March 31, 2016 | 110,805 | |
Number of Shares, Options Vested | 110,805 | |
Weighted Avg Grant Date Fair Value per Share, Outstanding at June 30, 2015 | $ 5 | |
Weighted Avg Grant Date Fair Value per Share, Granted | 1.66 | |
Weighted Avg Grant Date Fair Value per Share, Released | 0 | |
Weighted Avg Grant Date Fair Value per Share, Vested | 0 | |
Weighted Avg Grant Date Fair Value per Share, Outstanding at March 31, 2016 | 3.64 | $ 5 |
Weighted Avg Grant Date Fair Value per Share, Expected to vest at March 31, 2016 | 3.64 | |
Weighted Avg Grant Date Fair Value Per Share, Options Vested | $ 3.64 | |
Weighted Avg Contractual Term in Years, Outstanding | 2 years 5 months 19 days | 0 years |
Weighted Avg Contractual Term in Years, Granted | 0 years | |
Weighted Avg Contractual Term in Years, Released | 0 years | |
Weighted Avg Contractual Term in Years, Vested | 0 years | |
Weighted Avg Contractual Term in Years, Forfeited, cancelled or expired | 0 years | |
Aggregate Intrinsic Value, Outstanding at June 30, 2015 | $ 144 | |
Aggregate Intrinsic Value, Granted | 74 | |
Aggregate Intrinsic Value, Released | 0 | |
Aggregate Intrinsic Value, Vested | 0 | |
Aggregate Intrinsic Value, Forfeited, cancelled or expired | 0 | |
Aggregate Intrinsic Value, Outstanding at March 31, 2016 | 182 | $ 144 |
Aggregate Intrinsic Value, Expected to vest at March 31, 2016 | $ 182 | |
Restricted Stock [Member] | ||
Number of Shares, Outstanding at June 30, 2015 | 97,329 | |
Number of Shares, Granted | 0 | |
Number of Shares, Released | (86,802) | |
Number of Shares, Vested | (5,264) | |
Number of Shares, Forfeited, cancelled or expired | 0 | |
Number of Shares, Outstanding at March 31, 2016 | 5,263 | 97,329 |
Number of Shares, Expected to vest at March 31, 2016 | 5,263 | |
Number of Shares, Options Vested | 5,263 | |
Weighted Avg Grant Date Fair Value per Share, Outstanding at June 30, 2015 | $ 3.24 | |
Weighted Avg Grant Date Fair Value per Share, Granted | 0 | |
Weighted Avg Grant Date Fair Value per Share, Released | 0 | |
Weighted Avg Grant Date Fair Value per Share, Vested | 3.80 | |
Weighted Avg Grant Date Fair Value per Share, Forfeited, cancelled or expired | 0 | |
Weighted Avg Grant Date Fair Value per Share, Outstanding at March 31, 2016 | 3.61 | $ 3.24 |
Weighted Avg Grant Date Fair Value per Share, Expected to vest at March 31, 2016 | 3.61 | |
Weighted Avg Grant Date Fair Value Per Share, Options Vested | $ 3.61 | |
Weighted Avg Contractual Term in Years, Outstanding | 1 year 8 months 16 days | 0 years |
Weighted Avg Contractual Term in Years, Granted | 0 years | |
Weighted Avg Contractual Term in Years, Released | 0 years | |
Weighted Avg Contractual Term in Years, Vested | 0 years | |
Weighted Avg Contractual Term in Years, Forfeited, cancelled or expired | 0 years | |
Aggregate Intrinsic Value, Outstanding at June 30, 2015 | $ 160 | |
Aggregate Intrinsic Value, Granted | 0 | |
Aggregate Intrinsic Value, Released | 142 | |
Aggregate Intrinsic Value, Vested | 9 | |
Aggregate Intrinsic Value, Forfeited, cancelled or expired | 0 | |
Aggregate Intrinsic Value, Outstanding at March 31, 2016 | 9 | $ 160 |
Aggregate Intrinsic Value, Expected to vest at March 31, 2016 | $ 9 |
STOCK-BASED COMPENSATION (Det53
STOCK-BASED COMPENSATION (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 102 | $ 115 | $ 274 | $ 458 |
Selling and Marketing Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 18 | 40 | 36 | 224 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 84 | $ 75 | $ 238 | $ 234 |
STOCK-BASED COMPENSATION (Det54
STOCK-BASED COMPENSATION (Details Textual) - 2012 Stock Incentive Plan [Member] shares in Millions | Mar. 31, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common Stock, Capital Shares Reserved for Future Issuance | 1 |
Increase In Common Stock Capital Shares Reserved For Future Issuance | 0.5 |
FAIR VALUE OF FINANCIAL INSTR55
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 | |
Assets | |||
Total | $ 20 | ||
Liabilities | |||
Total | $ (91) | ||
Fair Value, Inputs, Level 2 [Member] | |||
Assets | |||
Total | 20 | ||
Liabilities | |||
Total | (91) | ||
Interest Rate Swap [Member] | |||
Assets | |||
Total | [1] | 20 | |
Liabilities | |||
Total | [2] | (91) | |
Interest Rate Swap [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Assets | |||
Total | [1] | $ 20 | |
Liabilities | |||
Total | [2] | $ (91) | |
[1] | Included in “Other current assets” in the Balance Sheet | ||
[2] | Included in “Accounts payable and accrued expenses” in the Balance Sheet |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent | 1.00% | |||
Income Tax Expense (Benefit) | $ 1 | $ 0 | $ 1 | $ 0 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 100 | $ 500 |
SIGNIFICANT CUSTOMER INFORMAT57
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 4,906 | $ 4,742 | $ 19,780 | $ 14,933 |
Cost of Sales | 3,186 | 2,874 | 13,272 | 9,985 |
Gross Profit | $ 1,720 | $ 1,868 | $ 6,508 | $ 4,948 |
Gross Profit Percentage | 35.10% | 39.40% | 32.90% | 33.10% |
Wholesale [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 3,491 | $ 3,532 | $ 15,451 | $ 11,185 |
Cost of Sales | 2,681 | 2,450 | 11,753 | 8,664 |
Gross Profit | $ 810 | $ 1,082 | $ 3,698 | $ 2,521 |
Gross Profit Percentage | 23.20% | 30.60% | 23.90% | 22.50% |
Direct To Consumer [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 1,415 | $ 1,210 | $ 4,329 | $ 3,748 |
Cost of Sales | 505 | 424 | 1,519 | 1,321 |
Gross Profit | $ 910 | $ 786 | $ 2,810 | $ 2,427 |
Gross Profit Percentage | 64.30% | 65.00% | 64.90% | 64.80% |
SIGNIFICANT CUSTOMER INFORMAT58
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Details 1) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Wholesale [Member] | Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 41.00% | 38.00% | 41.00% | 36.00% |
Wholesale [Member] | Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 15.00% | 14.00% | 18.00% | 23.00% |
Accounts Receivable [Member] | Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 45.00% | 36.00% | ||
Accounts Receivable [Member] | Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 13.00% | 22.00% |
SIGNIFICANT CUSTOMER INFORMAT59
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||
Revenue, Net, Total | $ 4,906 | $ 4,742 | $ 19,780 | $ 14,933 |
International Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, Net, Total | $ 200 | $ 500 | $ 700 | $ 1,400 |