Truett-Hurst (THST) 10-Q 14 Feb 18 2018 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Dec. 31, 2017	Feb. 14, 2018
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q2
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		4,496,383
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2017	Jun. 30, 2017
Current assets:
Cash and cash equivalents	$ 261	$ 783
Accounts receivable	2,550	1,932
Inventories, net	22,275	20,609
Bulk wine deposits	94	0
Other current assets	627	505
Total current assets	25,807	23,829
Property and equipment, net	6,575	5,426
Intangible assets, net	505	506
Other assets, net	210	277
Total assets	33,097	30,038
Current liabilities:
Lines of credit	8,275	7,290
Accounts payable	4,669	1,994
Accrued expenses	747	546
Depletion allowance and accrual for sales returns	535	495
Current maturities of long term debt and capital lease obligation	575	502
Total current liabilities	14,801	10,827
Long term debt, net of current maturities	3,020	3,065
Total liabilities	17,821	13,892
Commitments and contingencies (Note 6)
Shareholders’ equity:
Preferred stock, par value of $0.001 per share, 5,000,000 shares authorized, none issued and outstanding at December 31, 2017 and June 30, 2017	0	0
Additional paid-in capital	16,254	16,082
Accumulated deficit	(6,234)	(5,651)
Total Truett-Hurst, Inc. shareholders' equity	10,024	10,435
Noncontrolling interest	5,252	5,711
Total equity	15,276	16,146
Total liabilities and equity	33,097	30,038
Common Class A [Member]
Shareholders’ equity:
Common stock, value	4	4
Common Class B [Member]
Shareholders’ equity:
Common stock, value	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS _Pa

CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares	Dec. 31, 2017	Jun. 30, 2017
Preferred stock, par value	$ 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 value	$ 0.001	$ 0.001
Common stock, shares authorized	15,000,000	15,000,000
Common stock, shares issued	4,496,383	4,426,789
Common stock, shares outstanding	4,496,383	4,426,789
Common Class B [Member]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000	1,000
Common stock, shares issued	6	7
Common stock, shares outstanding	6	7

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Sales	$ 5,867	$ 5,958	$ 12,284	$ 12,060
Less excise tax	(166)	(221)	(393)	(438)
Net sales	5,701	5,737	11,891	11,622
Cost of sales	3,858	3,700	8,003	7,756
Gross profit	1,843	2,037	3,888	3,866
Operating expenses:
Sales and marketing	1,479	1,380	2,933	2,604
General and administrative	953	706	1,743	1,518
Loss (gain) on disposal of assets	4	26	(19)	43
Total operating expenses	2,436	2,112	4,657	4,165
Net (loss) from operations	(593)	(75)	(769)	(299)
Other income (expense):
Interest expense, net	(111)	(96)	(221)	(176)
Gain on fair value of interest rate swap	25	108	27	131
Other (expense) income	(3)	(7)	(10)	828
Total other (expense) income	(89)	5	(204)	783
Net (loss) income before income taxes	(682)	(70)	(973)	484
Income tax expense	(1)	(1)	(1)	(2)
Net (loss) income attributable to Truett-Hurst, Inc. and H.D.D. LLC	(683)	(71)	(974)	482
Net (loss) income attributable to noncontrolling interest: H.D.D. LLC	(274)	(25)	(391)	212
Net (loss) income attributable to Truett-Hurst, Inc.	$ (409)	$ (46)	$ (583)	$ 270
Net (loss) income per share:
Basic per share	$ (0.09)	$ (0.01)	$ (0.13)	$ 0.06
Diluted per share	$ (0.09)	$ (0.01)	$ (0.13)	$ 0.04
Weighted average shares used in computing net (loss) income per share:
Basic weighted average shares	4,460,417	4,314,553	4,449,208	4,310,559
Diluted weighted average shares	4,460,417	4,314,553	4,449,208	7,510,936

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities:
Net (loss) income	$ (974)	$ 482
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	486	410
Reserve for assets to be abandoned		127
Stock-based compensation	102	151
Gain on fair value of interest rate swap	(27)	(130)
(Gain) loss on disposal of assets	(19)	43
Changes in operating assets and liabilities, net
Accounts receivable	(618)	667
Inventories	(1,666)	163
Bulk wine deposits	(94)	271
Other current assets	(95)	22
Accounts payable	2,675	173
Accrued expenses	201	(557)
Depletion allowance and accrual for sales returns	40	(110)
Net cash provided by operating activities	11	1,712
Cash flows from investing activities:
Acquisition of property and equipment	(1,557)	(371)
Acquisition of intangible and other assets	(12)	(18)
Proceeds from sale of assets	23	5
Net cash used in investing activities	(1,546)	(384)
Cash flows from financing activities:
Net proceeds from (payments on) lines of credit	985	(5,430)
Proceeds from long term debt	327	387
Payments on long term debt and capital lease obligation	(299)	(302)
Net cash provided by (used in) financing activities	1,013	(5,345)
Net change in cash and cash equivalents	(522)	(4,017)
Cash and cash equivalents at beginning of period	783	4,043
Cash and cash equivalents at end of period	261	26
Supplemental disclosure of cash flow information:
Cash paid for interest	$ 219	174
Cash paid for income taxes		2
Non-cash investing and financing activities:
Equipment financed with capital lease obligation		$ 387

Basis of Presentation and Signi

Basis of Presentation and Significant Accounting Policies	6 Months Ended
	Dec. 31, 2017
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Basis of Presentation and Significant Accounting Policies	NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited interim condensed consolidated financial statements include the results of Truett-Hurst, Inc. (the “Company”) and its majority owned subsidiary H.D.D. LLC (the “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. The Company 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 the Company. 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, 2017, 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, 2017 filed with the Securities and Exchange Commission (“SEC”) on October 13, 2017. Quantities or results referred to as “to date” or “as of this date” mean as of or to December 31, 2017, unless otherwise specifically noted. References to “FY” or “fiscal year” refer to the fiscal year ending on June 30 th Critical Accounting Policies and Estimates There have been no material changes to the critical accounting policies and estimates previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017. In the six months ended December 31, 2017, the Company adopted these Accounting Standard Updates (ASUs): • ASU 2015-11: Inventory (Topic 330) • ASU No. 2015-17: Income Taxes (Topic 740) • ASU No. 2016-09: Improvements to Employee Share-Based Payment Accounting (Topic 718) • ASU No. 2016-15: Statement of Cash Flows (Topic 230) None of these ASUs had a material impact on the Company’s condensed consolidated financial statements. 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 condensed consolidated results of operations. Accounting Pronouncements Not Yet Adopted In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09: Revenue from Contracts with Customers (Topic 606). The guidance in this update, along with amendments issued in 2015 and 2016, supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The underlying principle is to recognize revenue when promised goods or services are transferred to customers, in an amount that reflects the consideration that is expected to be received for those goods or services. This accounting standard update, as amended, will be effective to reporting periods beginning after December 15, 2017. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption (“modified retrospective basis”). The Company is in the process of evaluating its revenue arrangements and the anticipated effect. In February 2016, the FASB issued ASU No. 2016-02: Leases (Topic 842).

Inventories

Inventories	6 Months Ended
	Dec. 31, 2017
Inventory Disclosure [Abstract]
Inventories	NOTE 2 – INVENTORIES Inventories comprise: December 31, 2017 June 30, 2017 (in thousands) Grapes and bulk wine $ 6,562 $ 5,933 Bottled wine 15,623 14,495 Bottling materials and other 259 268 22,444 20,696 Less: inventory reserves (169 ) (87 ) Total inventories, net $ 22,275 $ 20,609

Property and Equipment

Property and Equipment	6 Months Ended
	Dec. 31, 2017
Property Plant And Equipment [Abstract]
Property and Equipment	NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment, net comprise: December 31, 2017 June 30, 2017 (in thousands) Land and land improvements $ 3,260 $ 3,260 Building and improvements 1,742 1,420 Machinery and equipment 3,587 2,189 Vineyard development 554 554 Vineyard equipment 53 88 Furniture and fixtures 164 293 Leasehold improvements 29 79 Vehicles 119 113 9,508 7,996 Less: accumulated depreciation and amortization (2,933 ) (2,570 ) Total property and equipment, net $ 6,575 $ 5,426 In the prior year, the Company recorded a reserve for assets that were abandoned when the Company vacated the Russian River Valley tasting room based on a litigation settlement. See Litigation section of Note 6. Total depreciation and amortization expense for the three and six months ended December 31, 2017 and December 31, 2016 was $0.2 million and $0.4 million, respectively, compared to $0.2 million and $0.4 million for the same periods in FY17.

Accounts Payable

Accounts Payable	6 Months Ended
	Dec. 31, 2017
Payables And Accruals [Abstract]
Accounts Payable	NOTE 4 – ACCOUNTS PAYABLE Accounts payable comprises: December 31, 2017 June 30, 2017 (in thousands) Grapes $ 2,553 $ 583 Other production related 1,086 940 Barrels 107 — Administrative 870 471 Due to related party 53 — Total accounts payable $ 4,669 $ 1,994 Accounts payable as of December 31, 2017 reflect the seasonality associated with the 2017 harvest, specifically, grape procurement, barrel purchases, acquisition of new winery equipment for the leased space within the custom crush facility, and increased production activities.

Borrowings

Borrowings	6 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Borrowings	NOTE 5 – BORROWINGS The Company’s indebtedness is comprised primarily of bank loans including lines of credit and long term debt. Lines of Credit In July 2016, the Company’s capital equipment line of credit matured and automatically converted into a $0.3 million term loan with a 48-month amortization schedule and a 3.95% interest rate. In July 2017, the Company’s capital equipment line of credit matured and automatically converted into a $0.3 million term loan with a 36-month amortization schedule and a 4.25% interest rate. On August 17, 2017, the Company completed the renewal process of its revolving line of credit with Bank of the West. The Company chose not to request a new equipment purchase line of credit note from the lender. In addition, the Company chose not to extend the maturity date of the foreign exchange note. The credit facility, which matures on July 31, 2018, consists of 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”). In the fiscal year 2016, the credit facility also included (a) a capital equipment line with a maximum commitment of $0.5 million which carried an interest rate of 2.25% above floating One-Month LIBOR, and (b) a foreign exchange facility with a maximum commitment of $0.1 million which allowed the Company’s bank to enter into any spot or forward transaction to purchase or sell a foreign currency. The Company did not use the foreign exchange facility during the six months ended December 31, 2017. The credit facility is secured by a pledge of substantially all of the Company’s assets and is supported by guaranties from certain LLC members with significant ownership positions. 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 credit facility 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). When the line of credit was renewed on August 17, 2017, the previous debt service coverage ratio (measured quarterly on a trailing 12-month basis) was replaced with a minimum quarterly EBITDA covenant. The Company was out of compliance with the minimum EBITDA covenant on its revolving line of credit for the quarters ended September 30, 2017 and December 31, 2017, but received waivers in October 2017 and February 2018, respectively, for those periods from the Company’s lender. If the Company was unable to obtain the necessary waivers and the debt was accelerated, it would have a material adverse effect on the financial condition and future operating performance, and the Company would be required to limit activities. The Company was in compliance with all other covenants at December 31, 2017. In July 2016, the previous minimum EBITDA covenant was replaced with a minimum debt service coverage ratio (measured quarterly on a trailing 12-month basis). Long Term Debt and Capital Lease Long term debt comprises: December 31, 2017 June 30, 2017 (in thousands except payment information) Long term debt: Note 1 (1 ) $ 2,648 $ 2,716 Note 2 (2 ) 7 45 Note 3 (3 ) 114 158 Note 4 (4 ) 207 270 Note 5 (5 ) 257 304 Note 6 (6 ) 293 — Capital lease (7 ) 69 74 Total notes payable and capital lease 3,595 3,567 Less: current maturities (575 ) (502 ) Total long term debt and capital lease $ 3,020 $ 3,065 (1) (2) (3) (4) (5) 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. (6) ( 7 ) Future principal and interest payments for the long term debt and capital lease as of December 31, 2017 are as follows: Years ending June 30, (in thousands) 2018 (remaining six months) $ 289 2019 554 2020 374 2021 176 2022 2,189 Thereafter 13 3,595 Add: estimated interest payments 471 Total $ 4,066

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Dec. 31, 2017
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6 – COMMITMENTS AND CONTINGENCIES Leases The Company leases wine production space within a custom crush facility located in Santa Rosa, California. The lease commenced on April 15, 2017 and ends on June 15, 2018. The initial 14-month term may be renewed for additional periods as agreed to by both parties. 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 million and $0.2 million for the three and six months ended December 31, 2017, respectively, compared to $0.09 million and $0.2 million for the same periods in FY17. Future lease commitments are: Years ending June 30, (in thousands) 2018 (remaining six months) $ 91 2019 90 2020 31 Total future rent payments $ 212 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 the fiscal year 2018 were received in the first and second quarters of fiscal year 2018. In fiscal year 2017, the Company did not extend a large contract for the purchase of bulk wine to future years. Future minimum grape and bulk wine inventory purchase commitments are as follows: Years ending June 30, Third-Parties Related Total (in thousands) 2018 $ 1,390 $ — $ 1,390 2019 2,552 — 2,552 2020 1,927 — 1,927 2021 50 — 50 2022 51 — 51 Total $ 5,970 $ — $ 5,970 At December 31, 2017, total future purchase commitments for finished goods were approximately $5.0 million and are expected to be fulfilled during fiscal years 2018 through 2020. Production & 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 $2.85 per case to be bottled in a one year period. T he monthly average percentage of the Company’s bulk wine stored at a related-party storage facility was 64% and 51% for the three and six months ended December 31, 2017, respectively. 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 condensed consolidated financial position, results of operations, or cash flows. In January 2016, Mendocino Wine Group (“MWG”) filed a complaint against Phillip Hurst and the LLC alleging breach of fiduciary duty, interference with contract, and interference with economic advantage. 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. On November 20, 2017, the Sonoma County Superior Court granted Phillip Hurst and the LLC’s Motion for Summary Judgment to dismiss the breach of fiduciary duty claim. MWG has dismissed the other two causes of action. The results for the six months ended December 31, 2016 include payments totaling $1.0 million and a net gain of $0.8 million related to the settlement of certain litigation and termination of a leased facility. Exchange and Tax Receivable Agreement The Company has an exchange agreement with the existing owners of the LLC, 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 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% of the amount of the benefits, if any, that the corporate taxpayer is deemed to realize as a result of (i) increases in tax basis resulting from the exchange of LLC Units and (ii) certain other tax benefits related to the Company entering into the agreement, including tax benefits attributable to payments under the agreement. These payment obligations are obligations of the corporate taxpayer and not of the LLC. The term of the agreement will continue until all such tax benefits have been utilized or expired, unless the corporate taxpayer exercises its right to terminate the agreement for an amount based on the agreed payments remaining to be made under the agreement or the corporate taxpayer breaches any of its material obligations under the agreement in which case all obligations will generally be accelerated and due as if the corporate taxpayer had exercised its right to terminate the agreement. In addition, the tax receivable agreement provides that upon certain mergers, asset sales, or other forms of business combinations, substantial payment obligations to the founding LLC members and affiliates will accelerate. 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 June 30, 2017 and December 31, 2017 for these obligations on the condensed consolidated balance sheets.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Dec. 31, 2017
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Stock-Based Compensation	NOTE 7 – 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 its 2012 Stock Incentive Plan. As of December 31, 2017, the 2012 Plan has 1.0 million shares reserved for issuance and a total of 0.3 million shares available to be issued. A summary of the Company’s activity for restricted stock awards is presented below: Number of Shares Weighted Avg Grant Date Fair Value per Share Weighted Avg Contractual Term in Years Aggregate Intrinsic Value (in thousands) Outstanding at June 30, 2017 2,631 $ 3.80 0.49 $ 5 Granted — — — — Exercised (2,631 ) (3.80 ) (0.49 ) (5 ) Released — — — — Vested — — — — Forfeited, cancelled or expired — — — — Outstanding at December 31, 2017 — $ — — $ — Expected to vest at December 31, 2017 — $ — — $ — A summary of the Company’s activity for restricted stock units is presented below: Number of Units Weighted Avg Grant Date Fair Value per Unit Weighted Avg Contractual Term in Years Aggregate Intrinsic Value (in thousands) Outstanding at June 30, 2017 33,334 $ 2.25 0.50 $ 69 Granted 120,000 1.88 10 248 Exercised (33,334 ) (2.25 ) (0.50 ) (69 ) Released — — — — Vested — — — — Forfeited, cancelled or expired — — — — Outstanding at December 31, 2017 120,000 $ 1.88 10 $ 248 Expected to vest at December 31, 2017 120,000 $ — — $ — A summary of the Company’s activity for stock options is presented below: Number of Options Weighted Avg Grant Date Fair Value per Option Weighted Avg Contractual Term in Years Aggregate Intrinsic Value (in thousands) Outstanding at June 30, 2017 215,000 $ 1.67 9.04 $ — Granted 50,000 2.08 — — Forfeited, cancelled or expired (35,000 ) — — — Outstanding at December 31, 2017 230,000 $ 1.71 8.68 $ 84 Options Vested 80,625 $ 1.69 8.61 31 Options Non-Vested 149,375 $ 1.71 8.72 $ 53 Options Exercisable 80,625 $ 1.69 8.61 31 The following table summarizes the Company’s stock-based compensation included in the condensed consolidated statements of operations for the three and six months ended December 31, 2017 and December 31, 2016: Three Months Ended December 31, Six Months Ended December 31, (in thousands) (in thousands) 2017 2016 2017 2016 Sales and marketing $ 5 $ 10 $ 9 $ 20 General and administrative 35 46 93 131 Total stock-based compensation $ 40 $ 56 $ 102 $ 151

Fair Value of Financial Instrum

Fair Value of Financial Instruments	6 Months Ended
	Dec. 31, 2017
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	NOTE 8 – 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 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 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 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 expense. The maturity date of the swap is May 31, 2022. At June 30, 2017 and December 31, 2017, the interest rate swap balance was $0.01 million and $0.03 million, respectively for both the fair value and the Level 2 value. The balance for the interest rate swap is included in other current assets on the condensed consolidated balance sheets.

Income Taxes

Income Taxes	6 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 9 – INCOME TAXES For the six months ended December 31, 2017, the Company recorded income tax expense of $0.001 million and had an effective tax rate of less than 1%. The Company has net operating loss (“NOL”) carryforwards available to offset fiscal year 2018 taxable income. The utilization of the NOL carryforwards may be subject to substantial annual limitations due to ownership change provisions under Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitations may result in the expiration of NOL’s before they can be utilized by the Company. 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 earnings are not subject to corporate level taxes. • Operating losses for the periods or utilization of net operating loss carryforwards. • Recording a full valuation allowance 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 three and six months ended December 31, 2017. There were no unrecognized tax benefits at December 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	6 Months Ended
	Dec. 31, 2017
Segment Reporting [Abstract]
Significant Customer Information, Segment Reporting and Geographic Information	NOTE 10 – 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, wine clubs, and winery websites. 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. The following tables reflect net sales, cost of sales and gross profit by segment for continuing operations for each of the three and six months ended December 31, 2017 and 2016, respectively: Three Months Ended December 31, (in thousands) Wholesale Direct to Consumer Total 2017 2016 2017 2016 2017 2016 Net Sales $ 3,898 $ 3,951 $ 1,803 $ 1,786 $ 5,701 $ 5,737 Cost of Sales 3,174 3,064 684 636 3,858 3,700 Gross Profit $ 724 $ 887 $ 1,119 $ 1,150 $ 1,843 $ 2,037 Gross Profit % 18.6 % 22.4 % 62.1 % 64.4 % 32.3 % 35.5 % Six Months Ended December 31, (in thousands) Wholesale Direct to Consumer Total 2017 2016 2017 2016 2017 2016 Net Sales $ 8,676 $ 8,461 $ 3,215 $ 3,161 $ 11,891 $ 11,622 Cost of Sales 6,804 6,603 1,199 1,153 8,003 7,756 Gross Profit $ 1,872 $ 1,858 $ 2,016 $ 2,008 $ 3,888 $ 3,866 Gross Profit % 21.6 % 22.0 % 62.7 % 63.5 % 32.7 % 33.3 % Significant Customer Information: The following table sets forth concentrations of wholesale sales and accounts receivable as a percent of each total: Percentage of Wholesale Sales Percentage of Total Accounts Receivable Three Months Ended Six Months Ended December 31, December 31, December 31, 2017 2016 2017 2016 2017 2016 Customer A 33 % 28 % 32 % 22 % 43 % 35 % Customer B 9 % 26 % 15 % 31 % 11 % 8 % Customer C 7 % 9 % 7 % 8 % 3 % 10 % International sales were $0.2 million and $0.3 million for the three and six months ended December 31, 2017, respectively, compared to $0.2 million and $0.5 million for the three and six month periods ended December 31, 2016.

Subsequent Events

Subsequent Events	6 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	NOTE 11 – SUBSEQUENT EVENTS The Company was out of compliance with the minimum EBITDA covenant on its revolving line of credit for the quarter ended December 31, 2017, but received a waiver in February 2018 for that period from the Company’s lender. If the Company was unable to obtain the necessary waivers and the debt was accelerated, it would have a material adverse effect on the financial condition and future operating performance, and the Company would be required to limit activities. The Company has evaluated all subsequent event activity through the issue date of these condensed consolidated financial statements and concluded that, other than the items discussed above, 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 Sig17

Basis of Presentation and Significant Accounting Policies (Policies)	6 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The unaudited interim condensed consolidated financial statements include the results of Truett-Hurst, Inc. (the “Company”) and its majority owned subsidiary H.D.D. LLC (the “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. The Company 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 the Company. 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, 2017, 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, 2017 filed with the Securities and Exchange Commission (“SEC”) on October 13, 2017. Quantities or results referred to as “to date” or “as of this date” mean as of or to December 31, 2017, unless otherwise specifically noted. References to “FY” or “fiscal year” refer to the fiscal year ending on June 30 th
Critical Accounting Policies and Estimates	Critical Accounting Policies and Estimates There have been no material changes to the critical accounting policies and estimates previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017. In the six months ended December 31, 2017, the Company adopted these Accounting Standard Updates (ASUs): • ASU 2015-11: Inventory (Topic 330) • ASU No. 2015-17: Income Taxes (Topic 740) • ASU No. 2016-09: Improvements to Employee Share-Based Payment Accounting (Topic 718) • ASU No. 2016-15: Statement of Cash Flows (Topic 230) None of these ASUs had a material impact on the Company’s condensed consolidated financial statements.
Reclassifications	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 condensed consolidated results of operations.
Accounting Pronouncements Not Yet Adapted	Accounting Pronouncements Not Yet Adopted In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09: Revenue from Contracts with Customers (Topic 606). The guidance in this update, along with amendments issued in 2015 and 2016, supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The underlying principle is to recognize revenue when promised goods or services are transferred to customers, in an amount that reflects the consideration that is expected to be received for those goods or services. This accounting standard update, as amended, will be effective to reporting periods beginning after December 15, 2017. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption (“modified retrospective basis”). The Company is in the process of evaluating its revenue arrangements and the anticipated effect. In February 2016, the FASB issued ASU No. 2016-02: Leases (Topic 842).

Inventories (Tables)

Inventories (Tables)	6 Months Ended
	Dec. 31, 2017
Inventory Disclosure [Abstract]
Schedule of Inventories	Inventories comprise: December 31, 2017 June 30, 2017 (in thousands) Grapes and bulk wine $ 6,562 $ 5,933 Bottled wine 15,623 14,495 Bottling materials and other 259 268 22,444 20,696 Less: inventory reserves (169 ) (87 ) Total inventories, net $ 22,275 $ 20,609

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Dec. 31, 2017
Property Plant And Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment, net comprise: December 31, 2017 June 30, 2017 (in thousands) Land and land improvements $ 3,260 $ 3,260 Building and improvements 1,742 1,420 Machinery and equipment 3,587 2,189 Vineyard development 554 554 Vineyard equipment 53 88 Furniture and fixtures 164 293 Leasehold improvements 29 79 Vehicles 119 113 9,508 7,996 Less: accumulated depreciation and amortization (2,933 ) (2,570 ) Total property and equipment, net $ 6,575 $ 5,426

Accounts Payable (Tables)

Accounts Payable (Tables)	6 Months Ended
	Dec. 31, 2017
Payables And Accruals [Abstract]
Schedule of Accounts Payable	Accounts payable comprises: December 31, 2017 June 30, 2017 (in thousands) Grapes $ 2,553 $ 583 Other production related 1,086 940 Barrels 107 — Administrative 870 471 Due to related party 53 — Total accounts payable $ 4,669 $ 1,994

Borrowings (Tables)

Borrowings (Tables)	6 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Schedule of Long Term Debt and Capital Lease	Long term debt comprises: December 31, 2017 June 30, 2017 (in thousands except payment information) Long term debt: Note 1 (1 ) $ 2,648 $ 2,716 Note 2 (2 ) 7 45 Note 3 (3 ) 114 158 Note 4 (4 ) 207 270 Note 5 (5 ) 257 304 Note 6 (6 ) 293 — Capital lease (7 ) 69 74 Total notes payable and capital lease 3,595 3,567 Less: current maturities (575 ) (502 ) Total long term debt and capital lease $ 3,020 $ 3,065 (1) (2) (3) (4) (5) 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. (6) ( 7 )
Schedule Of Future Principal and Interest Payments for Long Term Debt and Capital Lease	Future principal and interest payments for the long term debt and capital lease as of December 31, 2017 are as follows: Years ending June 30, (in thousands) 2018 (remaining six months) $ 289 2019 554 2020 374 2021 176 2022 2,189 Thereafter 13 3,595 Add: estimated interest payments 471 Total $ 4,066

Commitments and Contingencies (

Commitments and Contingencies (Tables)	6 Months Ended
	Dec. 31, 2017
Commitments And Contingencies Disclosure [Abstract]
Schedule of Future Lease Commitments	Future lease commitments are: Years ending June 30, (in thousands) 2018 (remaining six months) $ 91 2019 90 2020 31 Total future rent payments $ 212
Schedule of Future Minimum Grape and Bulk Wine Inventory Purchase Commitments	Future minimum grape and bulk wine inventory purchase commitments are as follows: Years ending June 30, Third-Parties Related Total (in thousands) 2018 $ 1,390 $ — $ 1,390 2019 2,552 — 2,552 2020 1,927 — 1,927 2021 50 — 50 2022 51 — 51 Total $ 5,970 $ — $ 5,970

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Dec. 31, 2017
Summary of Activity of Restricted Stock Awards, Restricted Stock Units and Stock Options	A summary of the Company’s activity for stock options is presented below: Number of Options Weighted Avg Grant Date Fair Value per Option Weighted Avg Contractual Term in Years Aggregate Intrinsic Value (in thousands) Outstanding at June 30, 2017 215,000 $ 1.67 9.04 $ — Granted 50,000 2.08 — — Forfeited, cancelled or expired (35,000 ) — — — Outstanding at December 31, 2017 230,000 $ 1.71 8.68 $ 84 Options Vested 80,625 $ 1.69 8.61 31 Options Non-Vested 149,375 $ 1.71 8.72 $ 53 Options Exercisable 80,625 $ 1.69 8.61 31
Summary of Stock-based Compensation	The following table summarizes the Company’s stock-based compensation included in the condensed consolidated statements of operations for the three and six months ended December 31, 2017 and December 31, 2016: Three Months Ended December 31, Six Months Ended December 31, (in thousands) (in thousands) 2017 2016 2017 2016 Sales and marketing $ 5 $ 10 $ 9 $ 20 General and administrative 35 46 93 131 Total stock-based compensation $ 40 $ 56 $ 102 $ 151
Restricted Stock [Member]
Summary of Activity of Restricted Stock Awards, Restricted Stock Units and Stock Options	A summary of the Company’s activity for restricted stock units is presented below: Number of Units Weighted Avg Grant Date Fair Value per Unit Weighted Avg Contractual Term in Years Aggregate Intrinsic Value (in thousands) Outstanding at June 30, 2017 33,334 $ 2.25 0.50 $ 69 Granted 120,000 1.88 10 248 Exercised (33,334 ) (2.25 ) (0.50 ) (69 ) Released — — — — Vested — — — — Forfeited, cancelled or expired — — — — Outstanding at December 31, 2017 120,000 $ 1.88 10 $ 248 Expected to vest at December 31, 2017 120,000 $ — — $ —
Discontinued Operations [Member] | Restricted Stock [Member]
Summary of Activity of Restricted Stock Awards, Restricted Stock Units and Stock Options	A summary of the Company’s activity for restricted stock awards is presented below: Number of Shares Weighted Avg Grant Date Fair Value per Share Weighted Avg Contractual Term in Years Aggregate Intrinsic Value (in thousands) Outstanding at June 30, 2017 2,631 $ 3.80 0.49 $ 5 Granted — — — — Exercised (2,631 ) (3.80 ) (0.49 ) (5 ) Released — — — — Vested — — — — Forfeited, cancelled or expired — — — — Outstanding at December 31, 2017 — $ — — $ — Expected to vest at December 31, 2017 — $ — — $ —

Significant Customer Informat24

Significant Customer Information, Segment Reporting and Geographic Information (Tables)	6 Months Ended
	Dec. 31, 2017
Segment Reporting [Abstract]
Schedule of Net Sales, Cost of Sales and Gross Profit by Segment	The following tables reflect net sales, cost of sales and gross profit by segment for continuing operations for each of the three and six months ended December 31, 2017 and 2016, respectively: Three Months Ended December 31, (in thousands) Wholesale Direct to Consumer Total 2017 2016 2017 2016 2017 2016 Net Sales $ 3,898 $ 3,951 $ 1,803 $ 1,786 $ 5,701 $ 5,737 Cost of Sales 3,174 3,064 684 636 3,858 3,700 Gross Profit $ 724 $ 887 $ 1,119 $ 1,150 $ 1,843 $ 2,037 Gross Profit % 18.6 % 22.4 % 62.1 % 64.4 % 32.3 % 35.5 % Six Months Ended December 31, (in thousands) Wholesale Direct to Consumer Total 2017 2016 2017 2016 2017 2016 Net Sales $ 8,676 $ 8,461 $ 3,215 $ 3,161 $ 11,891 $ 11,622 Cost of Sales 6,804 6,603 1,199 1,153 8,003 7,756 Gross Profit $ 1,872 $ 1,858 $ 2,016 $ 2,008 $ 3,888 $ 3,866 Gross Profit % 21.6 % 22.0 % 62.7 % 63.5 % 32.7 % 33.3 %
Schedule of Concentrations of Wholesale Sales and Accounts Receivable Percentage	The following table sets forth concentrations of wholesale sales and accounts receivable as a percent of each total: Percentage of Wholesale Sales Percentage of Total Accounts Receivable Three Months Ended Six Months Ended December 31, December 31, December 31, 2017 2016 2017 2016 2017 2016 Customer A 33 % 28 % 32 % 22 % 43 % 35 % Customer B 9 % 26 % 15 % 31 % 11 % 8 % Customer C 7 % 9 % 7 % 8 % 3 % 10 %

Inventories - Schedule of Inven

Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Jun. 30, 2017
Inventory Disclosure [Abstract]
Grapes and bulk wine	$ 6,562	$ 5,933
Bottled wine	15,623	14,495
Bottling materials and other	259	268
Inventory, Gross	22,444	20,696
Less: inventory reserves	(169)	(87)
Total inventories, net	$ 22,275	$ 20,609

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Jun. 30, 2017
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 9,508	$ 7,996
Less: accumulated depreciation and amortization	(2,933)	(2,570)
Total property and equipment, net	6,575	5,426
Land and Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,260	3,260
Building and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,742	1,420
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,587	2,189
Vineyard Development [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	554	554
Vineyard Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	53	88
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	164	293
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	29	79
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 119	$ 113

Property and Equipment - Additi

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Property Plant And Equipment [Abstract]
Depreciation and amortization expense	$ 0.2	$ 0.2	$ 0.4	$ 0.4

Accounts Payable - Schedule of

Accounts Payable - Schedule of Accounts Payable (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Jun. 30, 2017
Accounts Payable Current [Abstract]
Grapes	$ 2,553	$ 583
Other production related	1,086	940
Barrels	107	0
Administrative	870	471
Due to related party	53
Total accounts payable	$ 4,669	$ 1,994

Borrowings - Additional Informa

Borrowings - Additional Information (Details) - USD ($)	1 Months Ended		6 Months Ended
	Jul. 31, 2017	Jul. 31, 2016	Dec. 31, 2017
Debt Instrument [Line Items]
Line of credit, maturity date			Jul. 31, 2018
Term Loan [Member]
Debt Instrument [Line Items]
Long term line of credit term loan	$ 300,000	$ 300,000
Debt instrument,interest rate	4.25%	3.95%
Debt instrument amortization term	36 months	48 months
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity			$ 10,000,000
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) | Minimum [Member]
Debt Instrument [Line Items]
Debt instrument,interest rate			2.25%
Equipment Line Of Credit [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity			$ 500,000
Line of credit facility interest rate description			Interest rate of 2.25% above floating One-Month LIBOR
Foreign Line of Credit [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity			$ 100,000

Borrowings - Schedule of Long T

Borrowings - Schedule of Long Term Debt and Capital Lease (Details) - USD ($) $ in Thousands		Dec. 31, 2017	Jun. 30, 2017
Debt Instrument [Line Items]
Total notes payable and capital lease		$ 3,595	$ 3,567
Less: current maturities		(575)	(502)
Total long term debt and capital lease		3,020	3,065
Notes Payable One [Member]
Debt Instrument [Line Items]
Total notes payable and capital lease	[1]	2,648	2,716
Notes Payable Two [Member]
Debt Instrument [Line Items]
Total notes payable and capital lease	[2]	7	45
Notes Payable Three [Member]
Debt Instrument [Line Items]
Total notes payable and capital lease	[3]	114	158
Notes Payable Four [Member]
Debt Instrument [Line Items]
Total notes payable and capital lease	[4]	207	270
Notes Payable Five [Member]
Debt Instrument [Line Items]
Total notes payable and capital lease	[5]	257	304
Notes Payable Six [Member]
Debt Instrument [Line Items]
Total notes payable and capital lease	[6]	293
Capital Lease
Debt Instrument [Line Items]
Total notes payable and capital lease	[7]	$ 69	$ 74
[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 November 1, 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 15, 2019, at 3.75% interest.
[4]	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.
[5]	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.
[6]	Note payable to a bank, secured by equipment, payable monthly with principal and interest payments of $9,701, matures August 15, 2020, at 4.25% interest.
[7]	In June 2017, the Company entered into a $0.07 million, 72-month capital lease related to wine production equipment. The future lease commitments are approximately $0.015 million per year for fiscal years 2018 through 2023.

Borrowings - Schedule of Long31

Borrowings - Schedule of Long Term Debt and Capital Lease (Parenthetical) (Details) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended
	Jun. 30, 2016	Dec. 31, 2017	Jun. 30, 2017
Debt Instrument [Line Items]
Capital lease agreement term	72 months
Capital leases, future minimum payments due		$ 212	$ 70
Future lease commitments for fiscal year 2018			15
Future lease commitments for fiscal year 2019		90	15
Future lease commitments for fiscal year 2020		$ 31	15
Future lease commitments for fiscal year 2021			15
Future lease commitments for fiscal year 2022			15
Future lease commitments for fiscal year 2023			$ 15
Notes Payable One [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date		May 31, 2022
Debt Instrument, principal payments		$ 11,270
Debt instrument, variable interest rate		2.25%
Notes Payable Two [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date		Nov. 1, 2018
Debt Instrument, principal payments		$ 6,535
Debt instrument, variable interest rate		3.75%
Notes Payable Three [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date		Mar. 15, 2019
Debt Instrument, principal payments		$ 7,783
Debt instrument, variable interest rate		3.75%
Notes Payable Four [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date		Jul. 1, 2019
Debt Instrument, principal payments		$ 11,267
Debt instrument, variable interest rate		3.90%
Notes Payable Five [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date		Jul. 1, 2020
Debt Instrument, principal payments		$ 8,729
Debt instrument, variable interest rate		3.95%
Notes Payable Six [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date		Aug. 15, 2020
Debt Instrument, principal payments		$ 9,701
Debt instrument, variable interest rate		4.25%

Borrowings - Schedule of Future

Borrowings - Schedule of Future Principal and Interest Payments for Long Tern Debt and Capital Lease (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Jun. 30, 2017
Debt Disclosure [Abstract]
2018 (remaining six months)	$ 289
2,019	554
2,020	374
2,021	176
2,022	2,189
Thereafter	13
Total notes payable and capital lease	3,595	$ 3,567
Add: estimated interest payments	471
Total	$ 4,066

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details)	3 Months Ended		6 Months Ended
	Dec. 31, 2017USD ($)Agreement	Dec. 31, 2016USD ($)	Dec. 31, 2017USD ($)AgreementBottleCase$ / Case	Dec. 31, 2016USD ($)	Jun. 30, 2017USD ($)
Commitments And Contingencies [Line Items]
Lease expiration date			Oct. 31, 2019
Lease agreement term			3 years
Number of lease agreements | Agreement	2		2
Lease renewal option term			1 year
Operating Leases, Rent Expense, Net	$ 100,000	$ 90,000	$ 200,000	$ 200,000
Future purchase commitments for finished goods	$ 5,000,000		$ 5,000,000
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 Company’s current contracts for custom crush services cover the 2017 harvest. The current bottling contract requires a minimum of 120,000 cases at $2.85 per case to be bottled in a one year period.
Number of minimum cases for bottling contract | BottleCase			120,000
Cost of per case bottled | $ / Case			2.85
Current bottling contract period			1 year
Monthly average percentage of inventory storage	64.00%		51.00%
Tax benefit tax receivable percent			90.00%
Indemnification [Member]
Commitments And Contingencies [Line Items]
Contractual obligations	$ 0		$ 0		$ 0
Common Class A [Member]
Commitments And Contingencies [Line Items]
Exchange basis			one-for-one basis
Exchange of units for shares ratio			1
Mendocino Wine Group [Member]
Commitments And Contingencies [Line Items]
Litigation period for appeal after judgment			2018-02
Proceeds from legal settlements				1,000,000
Net gain related to settlement of litigation and termination of leased facility				$ 800,000
Wine Production Space within a Custom Crush Facility [Member] | Santa Rosa, California [Member]
Commitments And Contingencies [Line Items]
Lease commencement date			Apr. 15, 2017
Lease expiration date			Jun. 15, 2018
Lease agreement term			14 months
Description of lease option to extend			The initial 14-month term may be renewed for additional periods as agreed to by both parties.

Commitments and Contingencies34

Commitments and Contingencies - Schedule of Future Lease Commitments (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Jun. 30, 2017
Commitments And Contingencies Disclosure [Abstract]
2018 (remaining six months)	$ 91
2,019	90	$ 15
2,020	31	15
Total future rent payments	$ 212	$ 70

Commitments and Contingencies35

Commitments and Contingencies - Schedule of Future Minimum Grape and Bulk Wine Inventory Purchase Commitments (Details) $ in Thousands	Jun. 30, 2017USD ($)
Purchase Obligation Fiscal Year Maturity [Line Items]
2,018	$ 1,390
2,019	2,552
2,020	1,927
2,021	50
2,022	51
Total	5,970
Third-Parties [Member]
Purchase Obligation Fiscal Year Maturity [Line Items]
2,018	1,390
2,019	2,552
2,020	1,927
2,021	50
2,022	51
Total	5,970
Related Parties [Member]
Purchase Obligation Fiscal Year Maturity [Line Items]
2,018	0
2,019	0
2,020	0
2,021	0
2,022	0
Total	$ 0

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Details) - 2012 Stock Incentive Plan [Member] shares in Millions	Dec. 31, 2017shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance	1
Increase in common stock, capital shares reserved for future issuance	0.3

Stock-Based Compensation - Summ

Stock-Based Compensation - Summary of Activity of Restricted Stock Awards, Restricted Stock Units and Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Dec. 31, 2017	Jun. 30, 2017
Stock Options [Member]
Number of Shares, Outstanding, Beginning Balance	215,000
Number of Shares, Granted	50,000
Number of Shares, Forfeited, cancelled or expired	(35,000)
Number of Shares, Outstanding, Ending Balance	230,000	215,000
Number of Shares, Expected to vest at December 31, 2017	80,625
Number of Shares, Options Non-Vested	149,375
Number of Shares, Options Exercisable	80,625
Weighted Avg Grant Date Fair Value per Share, Outstanding, Beginning Balance	$ 1.67
Weighted Avg Grant Date Fair Value per Share, Granted	2.08
Weighted Avg Grant Date Fair Value per Share, Forfeited, cancelled or expired	0
Weighted Avg Grant Date Fair Value per Share, Outstanding, Ending Balance	1.71	$ 1.67
Weighted Avg Grant Date Fair Value per Share, Expected to vest at December 31, 2017	1.69
Weighted Avg Grant Date Fair Value per Share, Options Non-Vested	1.71
Weighted Avg Grant Date Fair Value per Share, Options Exercisable	$ 1.69
Weighted Avg Contractual Term in Years, Outstanding	8 years 8 months 4 days	9 years 15 days
Weighted Avg Contractual Term in Years, Granted	0 years
Weighted Avg Contractual Term in Years, Forfeited, cancelled or expired	0 years
Weighted Avg Contractual Term in Years, Expected to vest at December 31, 2017	8 years 7 months 9 days
Weighted Avg Contractual Term in Years, Options Non-Vested	8 years 8 months 19 days
Weighted Avg Contractual Term in Years, Options Exercisable	8 years 7 months 9 days
Aggregate Intrinsic Value, Outstanding, Beginning Balance	$ 0
Aggregate Intrinsic Value, Granted	0
Aggregate Intrinsic Value, Forfeited, cancelled or expired	0
Aggregate Intrinsic Value, Outstanding, Ending Balance	84	$ 0
Aggregate Intrinsic Value, Options Vested	31
Aggregate Intrinsic Value, Options Non-Vested	53
Aggregate Intrinsic Value, Options Exercisable	$ 31
Restricted Stock Awards [Member]
Number of Shares, Outstanding, Beginning Balance	2,631
Number of Shares, Granted	0
Number of Shares, Exercised	(2,631)
Number of Shares, Released	0
Number of Shares, Vested	0
Number of Shares, Forfeited, cancelled or expired	0
Number of Shares, Outstanding, Ending Balance	0	2,631
Number of Shares, Expected to vest at December 31, 2017	0
Weighted Avg Grant Date Fair Value per Share, Outstanding, Beginning Balance	$ 3.80
Weighted Avg Grant Date Fair Value per Share, Granted	0
Weighted Avg Grant Date Fair Value per Share, Exercised	(3.80)
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, Forfeited, cancelled or expired	0
Weighted Avg Grant Date Fair Value per Share, Outstanding, Ending Balance	0	$ 3.80
Weighted Avg Grant Date Fair Value per Share, Expected to vest at December 31, 2017	0
Weighted Avg Grant Date Fair Value per Share, Options Non-Vested	0
Weighted Avg Grant Date Fair Value per Share, Options Exercisable	$ 0
Weighted Avg Contractual Term in Years, Outstanding	0 years	5 months 27 days
Weighted Avg Contractual Term in Years, Granted	0 years
Weighted Avg Contractual Term in Years, Exercised	5 months 26 days
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
Weighted Avg Contractual Term in Years, Expected to vest at December 31, 2017	0 years
Aggregate Intrinsic Value, Outstanding, Beginning Balance	$ 5
Aggregate Intrinsic Value, Granted	0
Aggregate Intrinsic Value, Exercised	(5)
Aggregate Intrinsic Value, Released	0
Aggregate Intrinsic Value, Vested	0
Aggregate Intrinsic Value, Forfeited, cancelled or expired	0
Aggregate Intrinsic Value, Outstanding, Ending Balance	0	$ 5
Aggregate Intrinsic Value, Expected to vest at December 31, 2017	$ 0
Restricted Stock Units [Member]
Number of Shares, Outstanding, Beginning Balance	33,334
Number of Shares, Granted	120,000
Number of Shares, Exercised	(33,334)
Number of Shares, Released	0
Number of Shares, Vested	0
Number of Shares, Forfeited, cancelled or expired	0
Number of Shares, Outstanding, Ending Balance	120,000	33,334
Number of Shares, Expected to vest at December 31, 2017	120,000
Weighted Avg Grant Date Fair Value per Share, Outstanding, Beginning Balance	$ 2.25
Weighted Avg Grant Date Fair Value per Share, Granted	1.88
Weighted Avg Grant Date Fair Value per Share, Exercised	(2.25)
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, Forfeited, cancelled or expired	0
Weighted Avg Grant Date Fair Value per Share, Outstanding, Ending Balance	1.88	$ 2.25
Weighted Avg Grant Date Fair Value per Share, Expected to vest at December 31, 2017	$ 0
Weighted Avg Contractual Term in Years, Outstanding	10 years	6 months
Weighted Avg Contractual Term in Years, Granted	10 years
Weighted Avg Contractual Term in Years, Exercised	6 months
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
Weighted Avg Contractual Term in Years, Expected to vest at December 31, 2017	0 years
Aggregate Intrinsic Value, Outstanding, Beginning Balance	$ 69
Aggregate Intrinsic Value, Granted	248
Aggregate Intrinsic Value, Exercised	(69)
Aggregate Intrinsic Value, Released	0
Aggregate Intrinsic Value, Vested	0
Aggregate Intrinsic Value, Forfeited, cancelled or expired	0
Aggregate Intrinsic Value, Outstanding, Ending Balance	248	$ 69
Aggregate Intrinsic Value, Expected to vest at December 31, 2017	$ 0

Stock-Based Compensation - Su38

Stock-Based Compensation - Summary of Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 40	$ 56	$ 102	$ 151
Sales and Marketing [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	5	10	9	20
General and Administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 35	$ 46	$ 93	$ 131

Fair Value of Financial Instr39

Fair Value of Financial Instruments - Additional Information (Details) - Fair Value, Inputs, Level 2 [Member] - Interest Rate Swap [Member] - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2017	Jun. 30, 2017
Derivative [Line Items]
Accrued Liabilities	$ 30	$ 10
Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, maturity date	May 31, 2022

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Income Tax Expense (Benefit)	$ 1,000	$ 1,000	$ 1,000	$ 2,000
Effective Income Tax Rate Reconciliation, Percent			1.00%
Deferred tax asset	0		$ 0
Unrecognized tax benefits	$ 0		0
Income tax related interest expense or penalties related to uncertain tax positions			$ 0

Significant Customer Informat41

Significant Customer Information, Segment Reporting and Geographic Information - Schedule of Net Sales, Cost of Sales and Gross Profit by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Segment Reporting Information [Line Items]
Net Sales	$ 5,701	$ 5,737	$ 11,891	$ 11,622
Cost of Sales	3,858	3,700	8,003	7,756
Gross Profit	$ 1,843	$ 2,037	$ 3,888	$ 3,866
Gross Profit %	32.30%	35.50%	32.70%	33.30%
Wholesale [Member]
Segment Reporting Information [Line Items]
Net Sales	$ 3,898	$ 3,951	$ 8,676	$ 8,461
Cost of Sales	3,174	3,064	6,804	6,603
Gross Profit	$ 724	$ 887	$ 1,872	$ 1,858
Gross Profit %	18.60%	22.40%	21.60%	22.00%
Direct to Consumer [Member]
Segment Reporting Information [Line Items]
Net Sales	$ 1,803	$ 1,786	$ 3,215	$ 3,161
Cost of Sales	684	636	1,199	1,153
Gross Profit	$ 1,119	$ 1,150	$ 2,016	$ 2,008
Gross Profit %	62.10%	64.40%	62.70%	63.50%

Significant Customer Informat42

Significant Customer Information, Segment Reporting and Geographic Information - Schedule of Concentrations of Wholesale Sales and Accounts Receivable Percentage (Details) - Customer Concentration Risk	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Customer A [Member] | Wholesale [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	33.00%	28.00%	32.00%	22.00%
Customer A [Member] | Accounts Receivable [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage			43.00%	35.00%
Customer B [Member] | Wholesale [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	9.00%	26.00%	15.00%	31.00%
Customer B [Member] | Accounts Receivable [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage			11.00%	8.00%
Customer C [Member] | Wholesale [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	7.00%	9.00%	7.00%	8.00%
Customer C [Member] | Accounts Receivable [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage			3.00%	10.00%

Significant Customer Informat43

Significant Customer Information, Segment Reporting and Geographic Information - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Segment Reporting Information [Line Items]
Revenue, net, total	$ 5,701	$ 5,737	$ 11,891	$ 11,622
International Sales [Member]
Segment Reporting Information [Line Items]
Revenue, net, total	$ 200	$ 200	$ 300	$ 500

Subsequent Events - Additional

Subsequent Events - Additional Information (Details)	1 Months Ended
	Feb. 28, 2018
Subsequent Event [Member]
Subsequent Event [Line Items]
Litigation, date of dismissal	2018-02