Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Mar. 31, 2017 | May 11, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 | |
Trading Symbol | THST | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,426,789 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 542 | $ 4,043 |
Accounts receivable | 1,985 | 2,678 |
Inventories, net | 19,336 | 19,918 |
Bulk wine deposits | 568 | 271 |
Other current assets | 180 | 125 |
Total current assets | 22,611 | 27,035 |
Property and equipment, net | 5,356 | 5,583 |
Intangible assets, net | 503 | 496 |
Other assets, net | 300 | 391 |
Total assets | 28,770 | 33,505 |
Current liabilities: | ||
Lines of credit | 4,311 | 10,311 |
Accounts payable | 3,024 | 1,351 |
Accrued expenses | 392 | 1,348 |
Depletion allowance | 566 | 610 |
Current maturities of long-term debt | 507 | 475 |
Total current liabilities | 8,800 | 14,095 |
Long-term debt, net of current maturities | 3,115 | 3,189 |
Total liabilities | 11,915 | 17,284 |
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 March 31, 2017 and June 30, 2016 | 0 | 0 |
Additional paid-in capital | 15,890 | 15,794 |
Accumulated deficit | (5,296) | (5,600) |
Total Truett-Hurst, Inc. equity | 10,598 | 10,198 |
Noncontrolling interest | 6,257 | 6,023 |
Total equity | 16,855 | 16,221 |
Total liabilities and equity | 28,770 | 33,505 |
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, 2017 | Jun. 30, 2016 |
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 | 4,426,789 | 4,306,609 |
Common Stock, Shares Outstanding | 4,426,789 | 4,306,609 |
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 | 7 |
Common Stock, Shares Outstanding | 7 | 7 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Sales | $ 5,427 | $ 5,090 | $ 17,487 | $ 20,367 |
Less excise tax | (87) | (184) | (525) | (587) |
Net sales | 5,340 | 4,906 | 16,962 | 19,780 |
Cost of sales | 3,318 | 3,186 | 11,074 | 13,272 |
Gross profit | 2,022 | 1,720 | 5,888 | 6,508 |
Operating expenses: | ||||
Sales and marketing | 1,236 | 1,103 | 3,843 | 3,925 |
General and administrative | 641 | 635 | 2,156 | 2,244 |
Loss on disposal of assets | 4 | 11 | 47 | 10 |
Total operating expenses | 1,881 | 1,749 | 6,046 | 6,179 |
Income (loss) from operations | 141 | (29) | (158) | 329 |
Other income (expense): | ||||
Interest expense, net | (71) | (73) | (248) | (242) |
Other | (14) | (80) | 945 | (148) |
Total other income (expense) | (85) | (153) | 697 | (390) |
Net income (loss) before income taxes | 56 | (182) | 539 | (61) |
Income tax expense | (1) | (1) | (2) | (1) |
Net income (loss) from continuing operations | 55 | (183) | 537 | (62) |
Income from discontinued operations, net of tax | 0 | 0 | 0 | 45 |
Net income (loss) | $ 55 | $ (183) | $ 537 | $ (17) |
Net income (loss) per share: | ||||
Basic per share | $ 0.01 | $ (0.02) | $ 0.07 | $ (0.02) |
Diluted per share | $ 0 | $ (0.02) | $ 0.04 | $ (0.02) |
Weighted average shares used in computing net income (loss) per share: | ||||
Basic weighted average shares | 4,365,122 | 4,253,026 | 4,323,487 | 4,114,545 |
Diluted weighted average shares | 7,459,702 | 4,253,026 | 7,572,351 | 4,114,545 |
H.D.D. LLC [Member] | ||||
Other income (expense): | ||||
Net (income) loss attributable to noncontrolling interest: H.D.D. LLC | $ (22) | $ 90 | $ (234) | $ (55) |
Truett-Hurst, Inc [Member] | ||||
Other income (expense): | ||||
Net income (loss) attributable to Truett-Hurst, Inc. | $ 33 | $ (93) | $ 303 | $ (72) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 537 | $ (17) |
Income from discontinued operations, net of tax | 0 | (45) |
Net income (loss) from continuing operations | 537 | (62) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 623 | 496 |
Stock-based compensation | 96 | 274 |
Deferred rent | 0 | (5) |
(Gain) loss on fair value of interest rate swap | (140) | 112 |
Reserve for assets to be abandoned | 141 | 0 |
Loss on disposal of assets | 47 | 10 |
Changes in operating assets and liabilities, net | ||
Accounts receivable | 693 | 1,061 |
Inventories | 582 | 2,289 |
Bulk wine deposits | (297) | (595) |
Other current assets | (37) | 30 |
Accounts payable | 1,673 | (875) |
Accrued expenses | (834) | (332) |
Depletion allowance | (44) | 216 |
Due to related parties | 0 | (38) |
Cash provided by discontinued operations | 0 | 78 |
Net cash provided by operating activities | 3,040 | 2,659 |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (473) | (395) |
Acquisition of intangible and other assets | (31) | (125) |
Proceeds from sale of assets | 5 | 4 |
Net cash used in investing activities | (499) | (516) |
Cash flows from financing activities: | ||
Net (payments on) proceeds from line of credit | (6,000) | 1,022 |
Proceeds from long-term debt | 388 | 500 |
Payments on long-term debt | (430) | (373) |
Net cash (used in) provided by financing activities | (6,042) | 1,149 |
Net change in cash and cash equivalents | (3,501) | 3,292 |
Cash and cash equivalents at beginning of period | 4,043 | 1,578 |
Cash and cash equivalents at end of period | 542 | 4,870 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 245 | 242 |
Cash paid for income taxes | $ 2 | $ 0 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [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 subsidiary H.D.D. LLC (the “LLC”) (collectively, “Truett-Hurst” 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 the 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 the unaudited interim condensed consolidated financial statements. The gain on the sale along with the prior year results have been recorded in the condensed consolidated statements of operations as part of discontinued operations. 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 the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016, 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 the Annual Report on Form 10-K for the fiscal year ended June 30, 2016 filed with the Securities and Exchange Commission (“SEC”) on September 28, 2016. Quantities or results referred to as “to date” or “as of this date” mean as of or to March 31, 2017, unless otherwise specifically noted. References to “fiscal year” refer to the fiscal year ending on June 30 th There have been no material changes to the critical accounting policies and estimates previously disclosed in the Annual Report on Form 10-K for the fiscal year ended June 30, 2016. Certain prior period amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported consolidated results of continuing operations. In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. In August 2016, the FASB issued ASU No. 2016-15: Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments |
INVENTORIES, net
INVENTORIES, net | 9 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 2 INVENTORIES, net Inventories, net comprise: March 31, 2017 June 30, 2016 (in thousands) Grapes and bulk wine $ 5,940 $ 8,413 Bottled wine 13,072 11,262 Bottling materials and other 340 322 19,352 19,997 Less: inventory reserves (16) (79) Total inventories, net $ 19,336 $ 19,918 |
PROPERTY AND EQUIPMENT, net
PROPERTY AND EQUIPMENT, net | 9 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 3 PROPERTY AND EQUIPMENT, net March 31, 2017 June 30, 2016 (in thousands) Land and land improvements $ 3,260 $ 3,231 Building and improvements 1,431 1,380 Machinery and equipment 2,027 1,935 Vineyard development 554 554 Vineyard equipment 88 88 Furniture and fixtures 285 262 Leasehold improvements 26 190 Vehicles 85 85 7,756 7,725 Less: accumulated depreciation and amortization (2,400) (2,142) Total property and equipment, net $ 5,356 $ 5,583 Total depreciation and amortization expense for the three and nine months ended March 31, 2017 was $ 0.2 0.6 0.1 0.4 |
BORROWINGS
BORROWINGS | 9 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 4 BORROWINGS The Company’s indebtedness is comprised primarily of bank loans including lines of credit and long-term debt. Lines of Credit The credit facilities, which mature on July 31, 2017, include (a) a revolving line of credit with a maximum commitment of $ 10.0 2.25 0.5 0.1 The credit facilities are secured by a pledge of substantially all of the Company’s assets with guarantees from the LLC members. The bank borrowings contain usual and customary covenants, including, among others, limitations on incurrence of senior indebtedness, the making of loans and advances, investments, acquisitions, and capital expenditures, the incurrence of liens, and the consummation of mergers and asset sales. The loan maintains the minimum current assets to current liabilities ratio covenant (measured quarterly) and the maximum debt to effective tangible net worth ratio covenant (measured quarterly). During the fourth quarter of fiscal year 2017, the Company received notification from its lender under the credit facilities that, as of December 31, 2016 and March 31, 2017, the Company was not in compliance with a certain covenant under the credit facilities. On April 19, 2017 and May 9, 2017, the parties entered into waiver agreements under which the lender waived the breach of such covenant, calculated as of December 31, 2016 and March 31, 2017, respectively. The Company expects to be in compliance in all material aspects with the covenants set forth under its credit facilities as of June 30, 2017. Long-Term Debt Long-term debt comprises: March 31, 2017 June 30, 2016 (in thousands except payment information) Long-term debt: Note 1 (1) $ 2,750 $ 2,851 Note 2 (2) 64 120 Note 3 (3) 180 244 Note 4 (4) - 57 Note 5 (5) 301 392 Note 6 (6) 327 - 3,622 3,664 Less: current maturities (507) (475) Total long-term debt $ 3,115 $ 3,189 (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 (2) Note payable to a bank, secured by equipment, payable monthly with principal and interest payments of $ 6,535 January 15, 2018 3.75 (3) Note payable to a bank, secured by equipment, payable monthly with principal and interest payments of $ 7,783 March 1, 2019 3.75 (4) On November 30, 2014, the Company 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 (5) Note payable to a bank, secured by equipment, payable monthly with principal and interest payments of $ 11,267 July 1, 2019 3.90 (6) Note payable to a bank, secured by equipment, payable monthly with principal and interest payments of $ 8,729 July 1, 2020 3.95 Years ending June 30, (in thousands) 2017 (remaining three months) $ 129 2018 491 2019 434 2020 249 2021 144 Thereafter 2,175 3,622 Add: estimated interest payments 542 Total future principal and interest payments $ 4,164 |
ACCOUNTS PAYABLE
ACCOUNTS PAYABLE | 9 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable Disclosure [Text Block] | NOTE 5 ACCOUNTS PAYABLE March 31, 2017 June 30, 2016 (in thousands) Trade accounts payable $ 2,868 $ 1,351 Grape contracts payable 156 - Total accounts payable $ 3,024 $ 1,351 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 6 COMMITMENTS AND CONTINGENCIES Leases The Company leases one of its tasting rooms and a winery production facility. The lease for both of these facilities was modified in July 2016. The modification called for the Company to vacate the tasting room portion of the property no later than December 31, 2016, and the balance of the space no later than May 31, 2017. The tasting room located on Westside Rd. was vacated as of December 31, 2016. The Company has two lease agreements for administrative office space. Both are three-year leases with an end date of October 31, 2019. One of these leases contains three one-year renewal options with adjustment to market rates. Lease payments for these facilities were $ 0.1 0.2 0.1 0.3 Years ending June 30, (in thousands) 2017 (remaining three months) $ 43 2018 84 2019 90 2020 30 Thereafter - Total future lease payments $ 247 Supply Contracts The Company enters into short- and long-term contracts with third-parties and related party growers to supply a portion of its future grape and bulk wine inventory requirements. The grape commitments for fiscal year 2017 were received in the first quarter of fiscal year 2017. Future minimum grape and bulk wine inventory purchase commitments are as follows: Years ending June 30, Third-Parties Related Parties Total (in thousands) 2017 $ 1,652 $ - $ 1,652 2018 1,687 57 1,744 2019 649 - 649 Thereafter 316 - 316 Total grape and bulk purchase commitments $ 4,304 $ 57 $ 4,361 At March 31, 2017, total future purchase commitments for finished goods were approximately $ 4.2 Customer Contracts Contract year 1: 2,500 cases Contract year 2: 5,000 cases Contract year 3: 10,000 cases Production and Storage The Company enters into various contracts with third-party service providers for grape crushing, wine storage, 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. The Company’s current contracts for custom crush services cover the 2017 harvest. The current bottling contract requires a minimum of 120,000 cases at an average of $2.85 per case to be bottled in a one-year period. 42 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 the Company’s consolidated balance sheets, statements of operations, or statements of cash flows. On January 29, 2016, Mendocino Wine Group (“MWG”) filed a complaint against Phil Hurst and the LLC. The complaint alleges that, prior to January 2012, Phil Hurst and the LLC aided and abetted Paul Dolan in his alleged breach of fiduciary duties to MWG and that they interfered with Paul Dolan’s contract with Thornhill Management Company (the manager of MWG), and aided and abetted Paul Dolan’s interference with MWG’s economic advantage. Phil Hurst and the LLC deny the claims, deny all wrongdoing, and deny that they caused any harm to MWG. On November 10, 2016, the Sonoma County Superior Court granted MWG’s Motion to Consolidate the Hurst/LLC case with a second complaint MWG filed against a law firm for legal malpractice and breach of fiduciary duty. The Court ruled the cases were sufficiently related and should be tried together. A new trial date has been set for November 3, 2017. No amount has been recorded in the condensed consolidated financial statements related to this suit. On March 22, 2017, the Company received notice from its directors and officers (“D&O”) insurance carrier that 50 150,000 The Company settled outstanding litigation related to the lease of one of its tasting rooms and a winery production facility, in exchange for payment of $ 1.0 0.7 0.15 0.15 0.15 1.0 0.1 0.1 Exchange and Tax Receivable Agreement The Company has an exchange agreement with the existing owners of the LLC (the “LLC members”), several of whom are directors and/or officers. Under the exchange agreement, each LLC member (and certain permitted transferees thereof) may (subject to the terms of the exchange agreement), exchange their units in the LLC (“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 the Company’s election. In connection with the exchange agreement, the Company has a tax receivable agreement (“TRA”) with the LLC members. The agreement provides for the payment from time to time, as “corporate taxpayer,” to holders of LLC Units of 90 Indemnification From time to time the Company enters into certain types of contracts that contingently require it to indemnify various parties against claims from third-parties. Historically, the Company has not been required to make payments under these obligations, and no liabilities have been recorded at March 31, 2017 and June 30, 2016 for these obligations on the condensed consolidated balance sheets. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 7 DISCONTINUED OPERATIONS On January 25, 2016, the LLC sold its fifty percent interest in Wine Spies with an effective date of December 31, 2015. The results from Wine Spies, which were previously consolidated, have been deconsolidated in the condensed consolidated financial statements. The gain on the sale along with the prior year results have been recorded in the condensed consolidated statements of operations as part of discontinued operations. The Company has no continuing relationship with Wine Spies. For the nine months ended March 31, 2016, net income from discontinued operations was $ 0.05 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 8 STOCK-BASED COMPENSATION Equity Incentive Plan The Company has granted restricted stock awards, restricted stock units and stock options to employees, directors and non-employees under its 2012 Stock Incentive Plan (the “2012 Plan”). As of March 31, 2017, the 2012 Plan has 1.0 0.4 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, 2016 5,264 $ 3.80 - $ 12 Granted - - - - Released (2,632) 3.80 - (6) Forfeited, cancelled or expired - - - - Outstanding at March 31, 2017 2,632 $ 3.80 0.7 $ 6 Expected to vest at March 31, 2017 2,632 $ 3.80 0.7 $ 6 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, 2016 88,930 $ 3.30 - $ 204 Granted - - - - Released (45,180) 1.66 - (103) Vested - - - - Forfeited, cancelled or expired (43,750) 5.00 - (101) Outstanding at March 31, 2017 - $ - - $ - Expected to vest at March 31, 2017 - $ - - $ - 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, 2016 465,000 $ 2.95 - $ (305) Granted 100,000 1.78 - 52 Vested - - - - Forfeited, cancelled or expired (320,000) 3.56 - (405) Outstanding at March 31, 2017 245,000 $ 1.67 9.21 $ 152 Options Vested 47,500 $ 1.65 - $ 30 Options Non-Vested 197,500 $ 1.67 - $ 122 Options Exercisable 47,500 $ 1.65 - $ 30 Three Months Ended Nine Months Ended March 31, March 31, (in thousands) 2017 2016 2017 2016 Sales and marketing $ 8 $ 18 $ 25 $ 36 General and administrative (59) 84 71 237 Total stock-based compensation $ (51) $ 102 $ 96 $ 273 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 9 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 amounts 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 the Company’s 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 10-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 in the condensed consolidated balance sheets. Changes in the fair value of this instrument have been recognized in the condensed consolidated statements of operations in other income (expense). The maturity date of the swap is May 31, 2022. The interest rate swap balance was $ 0.02 0.1 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 10 INCOME TAXES For the nine months ended March 31, 2017, the Company recorded income tax expense of $ 0.002 1 The Company’s effective tax rate is a function of: ⋅ A rate benefit attributable to the fact that the LLC operates as a limited liability company which is not subject to federal or state income tax. Accordingly, a portion of the Company’s earnings are not subject to corporate level taxes. ⋅ Operating losses for the periods or utilization of NOL carryforwards. ⋅ A full valuation allowance recorded against net deferred tax assets as the Company has determined that it is more likely than not that the future tax benefits would not be realized. The Company did not record a deferred tax asset during the nine months ended March 31, 2017. There were no unrecognized tax benefits at March 31, 2017 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, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 11 SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION The Company’s primary reporting segments are identified as wholesale and direct to consumer. Wholesale sales include the retail exclusive brand label model and other brands sold through the three-tier distribution system. Direct to consumer sales occur through the Company’s tasting rooms and wine clubs. Operating and other expenses are not allocated between operating segments; therefore, operating and net income (loss) 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. Three Months Ended March 31, (in thousands) Wholesale Direct to Consumer Total 2017 2016 2017 2016 2017 2016 Net Sales $ 3,924 $ 3,491 $ 1,416 $ 1,415 $ 5,340 $ 4,906 Cost of Sales 2,834 2,681 484 505 3,318 3,186 Gross Profit $ 1,090 $ 810 $ 932 $ 910 $ 2,022 $ 1,720 Gross Profit % 27.8 % 23.2 % 65.8 % 64.3 % 37.9 % 35.1 % Nine Months Ended March 31, (in thousands) Wholesale Direct to Consumer Total 2017 2016 2017 2016 2017 2016 Net Sales $ 12,378 $ 15,451 $ 4,584 $ 4,329 $ 16,962 $ 19,780 Cost of Sales 9,430 11,753 1,644 1,519 11,074 13,272 Gross Profit $ 2,948 $ 3,698 $ 2,940 $ 2,810 $ 5,888 $ 6,508 Gross Profit % 23.8 % 23.9 % 64.1 % 64.9 % 34.7 % 32.9 % Significant Customer Information: Percentage of Total Percentage of Wholesale Sales Accounts Receivable Three Months Ended Nine Months Ended March 31, March 31, March 31, 2017 2016 2017 2016 2017 2016 Customer A 30 % 41 % 24 % 41 % 31 % 45 % Customer B 26 % 15 % 30 % 18 % 27 % 13 % International sales were $ 0.2 0.7 0.2 0.7 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 12 SUBSEQUENT EVENTS The Company has evaluated all subsequent event activity through the issue date of these condensed consolidated financial statements and concluded that no additional subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the notes to the condensed consolidated financial statements. |
BASIS OF PRESENTATION AND SIG18
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2017 | |
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 (the “LLC”) (collectively, “Truett-Hurst” 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 the 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 the unaudited interim condensed consolidated financial statements. The gain on the sale along with the prior year results have been recorded in the condensed consolidated statements of operations as part of discontinued operations. 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 the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016, 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 the Annual Report on Form 10-K for the fiscal year ended June 30, 2016 filed with the Securities and Exchange Commission (“SEC”) on September 28, 2016. Quantities or results referred to as “to date” or “as of this date” mean as of or to March 31, 2017, unless otherwise specifically noted. References to “fiscal year” refer to the 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 the Annual Report on Form 10-K for the fiscal year ended June 30, 2016. |
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 period presentation. These reclassifications had no effect on the reported consolidated results of continuing operations. |
New Accounting Pronouncements, Policy [Policy Text Block] | Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. In August 2016, the FASB issued ASU No. 2016-15: Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments |
INVENTORIES, net (Tables)
INVENTORIES, net (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories, net comprise: March 31, 2017 June 30, 2016 (in thousands) Grapes and bulk wine $ 5,940 $ 8,413 Bottled wine 13,072 11,262 Bottling materials and other 340 322 19,352 19,997 Less: inventory reserves (16) (79) Total inventories, net $ 19,336 $ 19,918 |
PROPERTY AND EQUIPMENT, net (Ta
PROPERTY AND EQUIPMENT, net (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment, net comprise: March 31, 2017 June 30, 2016 (in thousands) Land and land improvements $ 3,260 $ 3,231 Building and improvements 1,431 1,380 Machinery and equipment 2,027 1,935 Vineyard development 554 554 Vineyard equipment 88 88 Furniture and fixtures 285 262 Leasehold improvements 26 190 Vehicles 85 85 7,756 7,725 Less: accumulated depreciation and amortization (2,400) (2,142) Total property and equipment, net $ 5,356 $ 5,583 |
BORROWINGS (Tables)
BORROWINGS (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule Of Long Term Debt Borrowings [Table Text Block] | March 31, 2017 June 30, 2016 (in thousands except payment information) Long-term debt: Note 1 (1) $ 2,750 $ 2,851 Note 2 (2) 64 120 Note 3 (3) 180 244 Note 4 (4) - 57 Note 5 (5) 301 392 Note 6 (6) 327 - 3,622 3,664 Less: current maturities (507) (475) Total long-term debt $ 3,115 $ 3,189 (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 (2) Note payable to a bank, secured by equipment, payable monthly with principal and interest payments of $ 6,535 January 15, 2018 3.75 (3) Note payable to a bank, secured by equipment, payable monthly with principal and interest payments of $ 7,783 March 1, 2019 3.75 (4) On November 30, 2014, the Company 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 (5) Note payable to a bank, secured by equipment, payable monthly with principal and interest payments of $ 11,267 July 1, 2019 3.90 (6) Note payable to a bank, secured by equipment, payable monthly with principal and interest payments of $ 8,729 July 1, 2020 3.95 |
Schedule Of Future Principal And Interest Payments [Table Text Block] | Future principal and interest payments for the long-term debt as of March 31, 2017 are as follows: Years ending June 30, (in thousands) 2017 (remaining three months) $ 129 2018 491 2019 434 2020 249 2021 144 Thereafter 2,175 3,622 Add: estimated interest payments 542 Total future principal and interest payments $ 4,164 |
ACCOUNTS PAYABLE (Tables)
ACCOUNTS PAYABLE (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable [Table Text Block] | Accounts payable comprise: March 31, 2017 June 30, 2016 (in thousands) Trade accounts payable $ 2,868 $ 1,351 Grape contracts payable 156 - Total accounts payable $ 3,024 $ 1,351 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
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) 2017 (remaining three months) $ 43 2018 84 2019 90 2020 30 Thereafter - Total future lease payments $ 247 |
Purchase Commitment, Excluding Long-term Commitment [Table Text Block] | Years ending June 30, Third-Parties Related Parties Total (in thousands) 2017 $ 1,652 $ - $ 1,652 2018 1,687 57 1,744 2019 649 - 649 Thereafter 316 - 316 Total grape and bulk purchase commitments $ 4,304 $ 57 $ 4,361 |
Customer Contract Commitment [Table Text Block] | In March 2017, the Company entered into a three-year contract ending December 31, 2019 with a new customer. As part of the contract, the Company committed to the following minimum performance requirement: Contract year 1: 2,500 cases Contract year 2: 5,000 cases Contract year 3: 10,000 cases |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units 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, 2016 465,000 $ 2.95 - $ (305) Granted 100,000 1.78 - 52 Vested - - - - Forfeited, cancelled or expired (320,000) 3.56 - (405) Outstanding at March 31, 2017 245,000 $ 1.67 9.21 $ 152 Options Vested 47,500 $ 1.65 - $ 30 Options Non-Vested 197,500 $ 1.67 - $ 122 Options Exercisable 47,500 $ 1.65 - $ 30 |
Schedule Of Stock Based Compensation Expense [Table Text Block] | The following table summarizes stock-based compensation included in the condensed consolidated statements of operations for the three and nine months ended March 31, 2017 and 2016: Three Months Ended Nine Months Ended March 31, March 31, (in thousands) 2017 2016 2017 2016 Sales and marketing $ 8 $ 18 $ 25 $ 36 General and administrative (59) 84 71 237 Total stock-based compensation $ (51) $ 102 $ 96 $ 273 |
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 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, 2016 88,930 $ 3.30 - $ 204 Granted - - - - Released (45,180) 1.66 - (103) Vested - - - - Forfeited, cancelled or expired (43,750) 5.00 - (101) Outstanding at March 31, 2017 - $ - - $ - Expected to vest at March 31, 2017 - $ - - $ - |
Restricted Stock [Member] | Discontinued Operations [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, 2016 5,264 $ 3.80 - $ 12 Granted - - - - Released (2,632) 3.80 - (6) Forfeited, cancelled or expired - - - - Outstanding at March 31, 2017 2,632 $ 3.80 0.7 $ 6 Expected to vest at March 31, 2017 2,632 $ 3.80 0.7 $ 6 |
SIGNIFICANT CUSTOMER INFORMAT25
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
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, 2017 and 2016, respectively: Three Months Ended March 31, (in thousands) Wholesale Direct to Consumer Total 2017 2016 2017 2016 2017 2016 Net Sales $ 3,924 $ 3,491 $ 1,416 $ 1,415 $ 5,340 $ 4,906 Cost of Sales 2,834 2,681 484 505 3,318 3,186 Gross Profit $ 1,090 $ 810 $ 932 $ 910 $ 2,022 $ 1,720 Gross Profit % 27.8 % 23.2 % 65.8 % 64.3 % 37.9 % 35.1 % Nine Months Ended March 31, (in thousands) Wholesale Direct to Consumer Total 2017 2016 2017 2016 2017 2016 Net Sales $ 12,378 $ 15,451 $ 4,584 $ 4,329 $ 16,962 $ 19,780 Cost of Sales 9,430 11,753 1,644 1,519 11,074 13,272 Gross Profit $ 2,948 $ 3,698 $ 2,940 $ 2,810 $ 5,888 $ 6,508 Gross Profit % 23.8 % 23.9 % 64.1 % 64.9 % 34.7 % 32.9 % |
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, 2017 2016 2017 2016 2017 2016 Customer A 30 % 41 % 24 % 41 % 31 % 45 % Customer B 26 % 15 % 30 % 18 % 27 % 13 % |
INVENTORIES, net (Details)
INVENTORIES, net (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Inventory [Line Items] | ||
Grapes and bulk wine | $ 5,940 | $ 8,413 |
Bottled wine | 13,072 | 11,262 |
Bottling materials and other | 340 | 322 |
Inventory, Gross | 19,352 | 19,997 |
Less: inventory reserves | (16) | (79) |
Total inventories, net | $ 19,336 | $ 19,918 |
PROPERTY AND EQUIPMENT, net (De
PROPERTY AND EQUIPMENT, net (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 7,756 | $ 7,725 |
Less: accumulated depreciation and amortization | (2,400) | (2,142) |
Total property and equipment, net | 5,356 | 5,583 |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,260 | 3,231 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,431 | 1,380 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,027 | 1,935 |
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 | 88 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 285 | 262 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 26 | 190 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 85 | $ 85 |
PROPERTY AND EQUIPMENT, net (28
PROPERTY AND EQUIPMENT, net (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization, Nonproduction, Total | $ 0.2 | $ 0.1 | $ 0.6 | $ 0.4 |
BORROWINGS (Details)
BORROWINGS (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 | |
Long-term debt: | |||
Total notes payable | $ 3,622 | $ 3,664 | |
Less: current maturities | (507) | (475) | |
Total long-term debt | 3,115 | 3,189 | |
Notes Payable One [Member] | |||
Long-term debt: | |||
Total notes payable | [1] | 2,750 | 2,851 |
Notes Payable Two [Member] | |||
Long-term debt: | |||
Total notes payable | [2] | 64 | 120 |
Notes Payable Three [Member] | |||
Long-term debt: | |||
Total notes payable | [3] | 180 | 244 |
Notes Payable Four [Member] | |||
Long-term debt: | |||
Total notes payable | [4] | 0 | 57 |
Notes Payable Five [Member] | |||
Long-term debt: | |||
Total notes payable | [5] | 301 | 392 |
Notes Payable Six [Member] | |||
Long-term debt: | |||
Total notes payable | [6] | $ 327 | $ 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 $6,535, matures January 15, 2018; at 3.75% interest. | ||
[3] | 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. | ||
[4] | On November 30, 2014, the Company 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. | ||
[5] | 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. | ||
[6] | Note payable to a bank, secured by equipment, payable monthly with principal and interest payments of $8,729, matures July 1, 2020; at 3.95% interest. |
BORROWINGS (Details 1)
BORROWINGS (Details 1) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Long Term Debt, Fiscal Year Maturity [Line Items] | ||
2017 (remaining six months) | $ 129 | |
2,018 | 491 | |
2,019 | 434 | |
2,020 | 249 | |
2,021 | 144 | |
Thereafter | 2,175 | |
Long-term Debt, Total | 3,622 | $ 3,664 |
Add: estimated interest payments | 542 | |
Total future principal and interest payments | $ 4,164 |
BORROWINGS (Details Textual)
BORROWINGS (Details Textual) $ in Thousands | 9 Months Ended |
Mar. 31, 2017USD ($) | |
Equipment Line Of Credit [Member] | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 500 |
Foreign Line of Credit [Member] | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 100 |
Revolving Credit Facility [Member] | |
Debt Instrument, Interest Rate During Period | 2.25% |
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000 |
Notes Payable To Bank One [Member] | |
Debt Instrument, Maturity Date | May 31, 2022 |
Debt Instrument, Periodic Payment,Interest | $ 11,270 |
Debt Instrument, Interest Rate During Period | 2.25% |
Notes Payable To Bank Two [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 Three [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 Four [Member] | |
Debt Instrument, Interest Rate During Period | 5.50% |
Notes Payable To Bank Five [Member] | |
Debt Instrument, Maturity Date | Jul. 1, 2019 |
Debt Instrument, Periodic Payment,Interest | $ 11,267 |
Debt Instrument, Interest Rate During Period | 3.90% |
Notes Payable To Bank Six [Member] | |
Debt Instrument, Maturity Date | Jul. 1, 2020 |
Debt Instrument, Periodic Payment,Interest | $ 8,729 |
Debt Instrument, Interest Rate During Period | 3.95% |
ACCOUNTS PAYABLE (Details)
ACCOUNTS PAYABLE (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Trade accounts payable | $ 2,868 | $ 1,351 |
Grape contracts payable | 156 | 0 |
Total accounts payable | $ 3,024 | $ 1,351 |
COMMITMENTS AND CONTINGENCIES33
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Line of Credit Facility [Line Items] | |
2017 (remaining six months) | $ 43 |
2,018 | 84 |
2,019 | 90 |
2,020 | 30 |
Thereafter | 0 |
Total future lease payments | $ 247 |
COMMITMENTS AND CONTINGENCIES34
COMMITMENTS AND CONTINGENCIES (Details 1) $ in Thousands | Jun. 30, 2016USD ($) |
Purchase Obligation, Fiscal Year Maturity [Line Items] | |
2,017 | $ 1,652 |
2,018 | 1,744 |
2,019 | 649 |
Thereafter | 316 |
Total grape and bulk purchase commitments | 4,361 |
Third Parties [Member] | |
Purchase Obligation, Fiscal Year Maturity [Line Items] | |
2,017 | 1,652 |
2,018 | 1,687 |
2,019 | 649 |
Thereafter | 316 |
Total grape and bulk purchase commitments | 4,304 |
Related Parties [Member] | |
Purchase Obligation, Fiscal Year Maturity [Line Items] | |
2,017 | 0 |
2,018 | 57 |
2,019 | 0 |
Thereafter | 0 |
Total grape and bulk purchase commitments | $ 57 |
COMMITMENTS AND CONTINGENCIES35
COMMITMENTS AND CONTINGENCIES (Details 2) | Mar. 31, 2017Case |
Contract year 1 | 2,500 |
Contract year 2 | 5,000 |
Contract year 3 | 10,000 |
COMMITMENTS AND CONTINGENCIES36
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Mar. 22, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Commitments And Contingencies [Line Items] | ||||||||
Operating Leases, Rent Expense, Net | $ 100,000 | $ 100,000 | $ 200,000 | $ 300,000 | ||||
Tax Benefit Tax Receivable Percent | 90.00% | |||||||
Inventory, Finished Goods, Gross | $ 4,200,000 | $ 4,200,000 | $ 4,200,000 | |||||
Service Agreement Description | The Company enters into various contracts with third-party service providers for grape crushing, wine storage, 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. The Companys current contracts for custom crush services cover the 2017 harvest. The current bottling contract requires a minimum of 120,000 cases at an average of $2.85 per case to be bottled in a one-year period. | |||||||
Percentage Of Inventory Storage | 42.00% | 42.00% | 42.00% | |||||
Litigation Settlement, Amount | $ 1,000,000 | |||||||
Proceeds from Legal Settlements | $ 700,000 | $ 150,000 | ||||||
Escrow Deposit | $ 150,000 | 150,000 | 150,000 | |||||
Accounts Receivable, Net | $ 150,000 | $ 150,000 | 150,000 | |||||
Net Book Value of Assets | $ 100,000 | |||||||
Legal Fees Percentage Covered Under Insurance Contract | 50.00% | |||||||
Malpractice Insurance, Maximum Coverage Per Incident | $ 150,000 | |||||||
Other Income [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Gain (Loss) Related to Litigation Settlement | 1,000,000 | |||||||
H.D.D. LLC [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Reserve For Assets Abandoned | $ 100,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Income Loss From Discontinued Operations Net Of Tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 45 |
Wine Spies, LLC [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Income Loss From Discontinued Operations Net Of Tax | $ 50 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Employee Stock Option [Member] | ||
Number of Shares, Outstanding at June 30, 2016 | 465,000 | |
Number of Shares, Granted | 100,000 | |
Number of Shares, Vested | 0 | |
Number of Shares, Forfeited, cancelled or expired | (320,000) | |
Number of Shares, Outstanding at March 31, 2017 | 245,000 | |
Number of Shares, Expected to vest at March 31, 2017 | 47,500 | |
Number of Shares, Options Vested | 47,500 | |
Number of Shares, Options Non-Vested | 197,500 | |
Number of Shares, Options Exercisable | 47,500 | |
Weighted Avg Grant Date Fair Value per Share, Outstanding at June 30, 2016 | $ 2.95 | |
Weighted Avg Grant Date Fair Value per Share, Granted | 1.78 | |
Weighted Avg Grant Date Fair Value per Share, Vested | 1.65 | |
Weighted Avg Grant Date Fair Value per Share, Forfeited, cancelled or expired | 3.56 | |
Weighted Avg Grant Date Fair Value per Share, Outstanding at March 31, 2017 | 1.67 | |
Weighted Avg Grant Date Fair Value per Share, RSAs Vested | 0 | |
Weighted Avg Grant Date Fair Value Per Share, Options Vested | 1.65 | |
Weighted Avg Grant Date Fair Value per Share, Options Non-Vested | 1.67 | |
Weighted Avg Grant Date Fair Value per Share, Options Exercisable | $ 1.65 | |
Weighted Avg Contractual Term in Years, Outstanding | 9 years 2 months 16 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 Exercisable | 0 years | |
Aggregate Intrinsic Value, Outstanding at June 30, 2016 | $ (305) | |
Aggregate Intrinsic Value, Granted | 52 | |
Aggregate Intrinsic Value, Vested | 0 | |
Aggregate Intrinsic Value, Forfeited, cancelled or expired | (405) | |
Aggregate Intrinsic Value, Outstanding at June 30, 2016 | 152 | |
Aggregate Intrinsic Value, Options Vested | 30 | |
Aggregate Intrinsic Value, Options Non-Vested | 122 | |
Aggregate Intrinsic Value, Options Exercisable | $ 30 | |
Restricted Stock Units (RSUs) [Member] | ||
Number of Shares, Outstanding at June 30, 2016 | 88,930 | |
Number of Shares, Granted | 0 | |
Number of Shares, Vested | 0 | |
Number of Shares, Released | (45,180) | |
Number of Shares, Forfeited, cancelled or expired | (43,750) | |
Number of Shares, Outstanding at March 31, 2017 | 0 | |
Number of Shares, Expected to vest at March 31, 2017 | 0 | |
Number of Shares, Options Vested | 0 | |
Weighted Avg Grant Date Fair Value per Share, Outstanding at June 30, 2016 | $ 3.30 | |
Weighted Avg Grant Date Fair Value per Share, Granted | 0 | |
Weighted Avg Grant Date Fair Value per Share, Vested | 0 | |
Weighted Avg Grant Date Fair Value per Share, Released | 1.66 | |
Weighted Avg Grant Date Fair Value per Share, Forfeited, cancelled or expired | 5 | |
Weighted Avg Grant Date Fair Value per Share, Outstanding at March 31, 2017 | 0 | |
Weighted Avg Grant Date Fair Value per Share, RSAs Vested | 0 | |
Weighted Avg Grant Date Fair Value Per Share, Options Vested | $ 0 | |
Weighted Avg Contractual Term in Years, Outstanding | 0 years | 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, Released | 0 years | |
Weighted Avg Contractual Term in Years, Forfeited, cancelled or expired | 0 years | |
Weighted Avg Contractual Term in Years, Expected to vest at March 31, 2017 | 0 years | |
Aggregate Intrinsic Value, Outstanding at June 30, 2016 | $ 204 | |
Aggregate Intrinsic Value, Granted | 0 | |
Aggregate Intrinsic Value, Vested | 0 | |
Aggregate Intrinsic Value, Released | (103) | |
Aggregate Intrinsic Value, Forfeited, cancelled or expired | (101) | |
Aggregate Intrinsic Value, Outstanding at June 30, 2016 | 0 | |
Aggregate Intrinsic Value, Expected to vest at March 31, 2017 | $ 0 | |
Restricted Stock [Member] | ||
Number of Shares, Outstanding at June 30, 2016 | 5,264 | |
Number of Shares, Granted | 0 | |
Number of Shares, Vested | 2,632 | |
Number of Shares, Released | (2,632) | |
Number of Shares, Forfeited, cancelled or expired | 0 | |
Number of Shares, Outstanding at March 31, 2017 | 2,632 | |
Weighted Avg Grant Date Fair Value per Share, Outstanding at June 30, 2016 | $ 3.80 | |
Weighted Avg Grant Date Fair Value per Share, Granted | 0 | |
Weighted Avg Grant Date Fair Value per Share, Released | 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, 2017 | 3.80 | |
Weighted Avg Grant Date Fair Value per Share, RSAs Vested | $ 3.80 | |
Weighted Avg Contractual Term in Years, Outstanding | 8 months 12 days | 0 years |
Weighted Avg Contractual Term in Years, Granted | 0 years | |
Weighted Avg Contractual Term in Years, Vested | 8 months 12 days | |
Weighted Avg Contractual Term in Years, Released | 0 years | |
Weighted Avg Contractual Term in Years, Forfeited, cancelled or expired | 0 years | |
Aggregate Intrinsic Value, Outstanding at June 30, 2016 | $ 12 | |
Aggregate Intrinsic Value, Granted | 0 | |
Aggregate Intrinsic Value, Vested | 6 | |
Aggregate Intrinsic Value, Released | (6) | |
Aggregate Intrinsic Value, Forfeited, cancelled or expired | 0 | |
Aggregate Intrinsic Value, Outstanding at June 30, 2016 | $ 6 |
STOCK-BASED COMPENSATION (Det39
STOCK-BASED COMPENSATION (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ (51) | $ 102 | $ 96 | $ 273 |
Selling and Marketing Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 8 | 18 | 25 | 36 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ (59) | $ 84 | $ 71 | $ 237 |
STOCK-BASED COMPENSATION (Det40
STOCK-BASED COMPENSATION (Details Textual) - 2012 Stock Incentive Plan [Member] shares in Millions | Mar. 31, 2017shares |
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 | 0.4 |
FAIR VALUE OF FINANCIAL INSTR41
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | ||
Fair Value By Balance Sheet Group [Line Items] | ||
Accrued Liabilities | $ 20 | $ 100 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
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 | $ 1 | $ 2 | $ 1 |
SIGNIFICANT CUSTOMER INFORMAT43
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 5,340 | $ 4,906 | $ 16,962 | $ 19,780 |
Cost of Sales | 3,318 | 3,186 | 11,074 | 13,272 |
Gross Profit | $ 2,022 | $ 1,720 | $ 5,888 | $ 6,508 |
Gross Profit % | 37.90% | 35.10% | 34.70% | 32.90% |
Wholesale [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 3,924 | $ 3,491 | $ 12,378 | $ 15,451 |
Cost of Sales | 2,834 | 2,681 | 9,430 | 11,753 |
Gross Profit | $ 1,090 | $ 810 | $ 2,948 | $ 3,698 |
Gross Profit % | 27.80% | 23.20% | 23.80% | 23.90% |
Direct To Consumer [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 1,416 | $ 1,415 | $ 4,584 | $ 4,329 |
Cost of Sales | 484 | 505 | 1,644 | 1,519 |
Gross Profit | $ 932 | $ 910 | $ 2,940 | $ 2,810 |
Gross Profit % | 65.80% | 64.30% | 64.10% | 64.90% |
SIGNIFICANT CUSTOMER INFORMAT44
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Details 1) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Wholesale [Member] | Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 30.00% | 41.00% | 24.00% | 41.00% |
Wholesale [Member] | Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 26.00% | 15.00% | 30.00% | 18.00% |
Accounts Receivable [Member] | Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 31.00% | 45.00% | ||
Accounts Receivable [Member] | Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk Percentage | 27.00% | 13.00% |
SIGNIFICANT CUSTOMER INFORMAT45
SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||||
Revenue, Net, Total | $ 5,340 | $ 4,906 | $ 16,962 | $ 19,780 |
International Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, Net, Total | $ 200 | $ 200 | $ 700 | $ 700 |