Truett-Hurst (THST) 10-Q 14 Feb 19 2019 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Dec. 31, 2018	Feb. 13, 2019
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 31, 2018
Document Fiscal Year Focus	2,019
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	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Trading Symbol	THST
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,588,087
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2018	Jun. 30, 2018
Current assets:
Cash and cash equivalents	$ 3,619	$ 278
Accounts receivable	1,158
Inventories	6,194	5,826
Bulk wine deposit	403	0
Other current assets	474	251
Assets of discontinued operations		18,396
Total current assets	11,848	24,751
Property and equipment, net	6,181	6,320
Intangible assets, net	29	38
Other assets, net	59	73
Total assets	18,117	31,182
Current liabilities:
Line of credit		8,058
Accounts payable	911	409
Accrued expenses	685	237
Accrued legal settlement	500
Current maturities of capital lease obligation	11	11
Current maturities of long term debt		3,235
Related party grapes payable	61
Liabilities of discontinued operations	242	3,740
Total current liabilities	2,410	15,690
Capital lease obligation, net of current maturities	44	52
Total liabilities	2,454	15,742
Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value of $0.001 per share, 5,000,000 shares authorized, none issued and outstanding at December 31, 2018 and June 30, 2018	0	0
Additional paid-in capital	16,760	16,527
Accumulated deficit	(6,305)	(6,299)
Total Truett-Hurst, Inc. shareholders' equity	10,459	10,232
Noncontrolling interest	5,204	5,208
Total equity	15,663	15,440
Total liabilities and equity	18,117	31,182
Common Class A [Member]
Stockholders’ equity:
Common stock, value	4	4
Common Class B [Member]
Stockholders’ equity:
Common stock, value	$ 0	$ 0

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares	Dec. 31, 2018	Jun. 30, 2018
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	4,588,087	4,535,750
Common stock, shares outstanding	4,588,087	4,535,750
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	6
Common stock, shares outstanding	6	6

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Sales	$ 1,855,000	$ 1,803,000	$ 3,453,000	$ 3,214,000
Less excise tax	(4,000)		(5,000)	(2,000)
Net sales	1,851,000	1,803,000	3,448,000	3,212,000
Cost of sales	856,000	676,000	1,357,000	1,351,000
Gross profit	995,000	1,127,000	2,091,000	1,861,000
Operating expenses:
Sales and marketing	792,000	1,029,000	1,285,000	1,707,000
General and administrative	1,855,000	303,000	3,159,000	1,093,000
Gain (loss) on disposal of assets		4,000		(18,000)
Impairment of other assets			46,000
Total operating expenses	2,647,000	1,336,000	4,490,000	2,782,000
Net loss from operations	(1,652,000)	(209,000)	(2,399,000)	(921,000)
Other income (expense):
Interest income (expense), net	7,000	(111,000)	(61,000)	(221,000)
Gain (loss) on fair value of interest rate swap		25,000	(14,000)	27,000
Gain on insurance settlement, net			469,000
Other income, net	6,000	(3,000)	5,000	(11,000)
Total other income (expense), net	13,000	(89,000)	399,000	(205,000)
Loss before income tax expense	(1,639,000)	(298,000)	(2,000,000)	(1,126,000)
Income tax expense		(1,000)	0
Loss from continuing operations	(1,639,000)	(299,000)	(2,000,000)	(1,126,000)
(Loss) income from discontinued operations, net of tax		(384,000)	1,990,000	151,000
Net loss attributable to Truett-Hurst, Inc. and H.D.D. LLC	(1,639,000)	(683,000)	(10,000)	(975,000)
Net loss attributable to noncontrolling interest: H.D.D. LLC	(657,000)	(274,000)	(4,000)	(391,000)
Net loss attributable to Truett-Hurst, Inc.	$ (982,000)	$ (409,000)	$ (6,000)	$ (584,000)
Net (loss) income per share, basic and diluted:
Continuing operations	$ (0.36)	$ (0.07)	$ (0.44)	$ (0.25)
Discontinued operations		(0.09)	0.44	0.03
Attributable to noncontrolling interest	(0.14)	(0.06)	0	(0.09)
Attributable to Truett-Hurst, Inc.	$ (0.22)	$ (0.10)	$ 0	$ (0.13)
Weighted average shares used in computing net loss per share:
Basic weighted average shares	4,579,861	4,460,417	4,567,914	4,449,208
Diluted weighted average shares	4,579,861	4,460,417	4,567,914	4,449,208

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Cash flows from operating activities:
Loss from continuing operations	$ (2,000)	$ (1,126)
Income from discontinued operations, net of tax	1,990	151
Net loss attributable to Truett-Hurst, Inc. and H.D.D. LLC	(10)	(975)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	427	486
Stock-based compensation	115	102
Executive termination benefits	118
Loss (gain) on fair value of interest rate swap	14	(27)
Gain on sale of assets		(19)
Impairment of intangibles	46
Changes in operating assets and liabilities, net
Accounts receivable	(1,158)	(1)
Inventories	(368)	(5,814)
Bulk wine deposits	(403)
Other current assets	(225)	(39)
Accounts payable	502	1,900
Accrued expenses	948	307
Proceeds from related parties	61
Net cash provided by (used in) operating activities	67	(4,080)
Cash flows from investing activities:
Acquisition of property and equipment	(235)	(1,554)
Proceeds from sale of assets		23
Net cash used in investing activities	(235)	(1,531)
Cash flows from financing activities:
Net (payments on) proceeds from lines of credit	(8,058)	985
Proceeds from long term debt		327
Payments on long term debt	(3,235)	(294)
Payments on capital lease obligation	(8)	(5)
Net cash (used in) provided by financing activities	(11,301)	1,013
Discontinued operations
Net cash provided by operating activities	14,809	4,077
Net cash provided by discontinued operations	14,809	4,077
Net change in cash and cash equivalents	3,341	(521)
Cash and cash equivalents at beginning of period	278	782
Cash and cash equivalents at end of period	3,619	261
Supplemental disclosure of cash flow information:
Cash paid for interest	$ 104	$ 110

Basis of Presentation and Signi

Basis of Presentation and Significant Accounting Policies	6 Months Ended
	Dec. 31, 2018
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 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, 2018, 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, 2018 filed with the Securities and Exchange Commission (“SEC”) on October 15, 2018. The condensed consolidated balance sheet as of June 30, 2018 was derived from consolidated financial statements as of that date but does not include all the information and footnotes required by GAAP for complete financial statements. Quantities or results referred to as “to date” or “as of this date” mean as of or to December 31, 2018, 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 Except as described below, and within the Recently Adopted Accounting Pronouncements discussion below, 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, 2018. Revenue recognition: Revenue is recognized once performance obligations under the terms of the Company’s contracts with its customers have been satisfied; this occurs at a point in time when control of the promised product or service is transferred to customers. Generally, all of the Company’s contracts with its customers have a single performance obligation and are short term in nature. Revenue is measured in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company accounts for shipping and handling activities as costs to fulfill its promise to transfer the associated products. Accordingly, the Company records amounts billed for shipping and handling costs as a component of net sales, and classifies such costs as a component of costs of sales. The Company’s products are generally not sold with a right of return unless the product is spoiled or damaged. Historically, returns have not been material to the Company. Wine club membership sales are made under contracts with customers, which specify the quantity and timing of future wine shipments. Customer credit cards are charged in advance of quarterly wine shipments in accordance with each contract. The Company transfers control and recognizes revenue for these contracts upon shipment of the wine to the customer. Tasting room and internet wine sales are paid for at the time of sale. The Company transfers control and recognizes revenue for this wine when the product is either received by the customer (on-site tasting room sales) or upon shipment to the customer (website/internet sales). We hold various public and private events for customers and their wine club members. Upfront consideration received from the sale of tickets or under private event contracts for future events is recorded as deferred revenue. The balance of payments are due on the date of the event. The Company recognizes event revenue on the date the event is held. Other revenue also includes tasting fees and retail sales, which are paid for and received or consumed at the time of sale. The Company transfers control and recognizes revenue at the time of sale. Reclassifications Certain prior period amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period presentation. See further discussion of reclassifications made within Note 2 – Discontinued Operations. Excluding the adjustment made to reflect the discontinued operations, any additional reclassifications had no material effects on the reported condensed consolidated results of continuing operations. Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09: Revenue from Contracts with Customers (“Topic 606”), Revenue from Contracts with Customers (“Topic 606”): Deferral of the Effective Date Effective July 1, 2018, we adopted the FASB amended guidance regarding the recognition of revenue from contracts with customers using the modified retrospective application method. The new revenue standard is required to be applied retrospectively to each prior reporting period presented or prospectively with the cumulative effect of initially applying the standard recognized at the date of initial application. The Company has evaluated the effect of the standard and concluded it will not be material to the Company’s financial reporting. Additionally, the Company has concluded that the application of the standard does not have a material effect that would require a retrospective adjustment. We have evaluated our business activities in an attempt to identify any other revenue generating activities under the disaggregation disclosure criteria outlined within the amended guidance and concluded that any other revenue generating activities are immaterial for separate disclosure. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (“Topic 230”): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 made eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The Company adopted the provisions of ASU 2016-15 effective July 1, 2018, and the adoption of this standard had no impact the Company’s condensed consolidated statement of cash flows. In May 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation (“Topic 718”): Scope of Modification Accounting” (“ASU 2017-09”). ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as a modification. Changes to the terms or conditions of a share-based payment award that do not impact the fair value of the award, vesting conditions, and the classification as an equity or liability instrument will not need to be assessed under modification accounting. The Company adopted the provisions of ASU 2017-09 effective July 1, 2018. The adoption of this standard did not impact the Company’s accounting for its stock-based compensation. Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”). This update requires that lessees recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU 2016-02 also will require disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include both qualitative and quantitative information. The effective date for ASU 2016-02 is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 with earlier adoption permitted. The Company is still evaluating the impact of ASU 2016-02 on its consolidated financial position and results of operations. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (“Topic 260”); Distinguishing Liabilities from Equity (“Topic 480”); Derivatives and Hedging (“Topic 815”)”, which changes the classification analysis of certain equity-linked financial instruments with down round features. Under current U.S. GAAP, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under ASC 480 is evaluated under the ASC 815, Derivatives and Hedging, to determine whether it meets the definition of a derivative (and is therefore measured at fair value at each reporting period). Under ASU 2017-11, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock under ASC 815. Accordingly, these financial instruments are no longer measured at fair value at each reporting period. ASU 2017-11 also requires entities that calculate earnings per share to recognize the effect of the down round feature when it is triggered (at this time, the effect is treated as a dividend and as a reduction of income available to common stockholders in basic earnings per share). It is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on the consolidated financial statements and disclosures. The accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

Discontinued Operations

Discontinued Operations	6 Months Ended
	Dec. 31, 2018
Discontinued Operations And Disposal Groups [Abstract]
Discontinued Operations	NOTE 2 - DISCONTINUED OPERATIONS During the fourth quarter of fiscal year 2018, the Company determined to discontinue operations of our wholesale wine business (the “Wholesale Business”). The Company decided to sell all assets and liabilities directly related to those assets associated with the Wholesale Business due to the sustained losses incurred. Further, The Company received aggregate consideration of approximately $18.0 million in cash and future royalty payments in exchange for the Wholesale Business which consisted of the sale of certain assets, primarily inventory and related intangibles. Pursuant to the terms of the Purchase Agreement, the Company also entered into a Royalty Payment Agreement and Transition Services Agreement. A portion of the purchase price is based on Precept’s sales of the Wholesale Business brands and royalties, which will be paid over time pursuant to a Royalty Payment Agreement. If Precept fails to sell sufficient amounts of such brands or the market for the Wholesale Business brands deteriorates, such royalty amounts may not be realized in full or at all. Under the Transition Services Agreement, the Company is providing winemaking and other services to Precept over a nine-month period following the closing. After the estimated transaction-related costs and expenses of approximately $0.9 million, the Company used a portion of the remaining p roceeds to pay off secured and unsecured debt of $12.0 million. The Company also recorded a gain on sale of discontinued operations of approximately $2.6 million. In accordance with ASC 205-20-45-1E, the results of discontinued operations were aggregated and separately presented in our condensed consolidated statements of operations, net of income taxes. The assets and liabilities of the discontinued operations are presented separately under the captions “Assets of discontinued operations” and “Liabilities of discontinued operations,” respectively, within the accompanying Consolidated Balance Sheets at December 31, 2018 and June 30, 2018 and consist of the following: Assets and Liabilities of Discontinued Operations December 31, 2018 June 30, 2018 Carrying amounts of assets included in discontinued operations Accounts receivable $ - $ 3,031 Inventories - 14,151 Bulk wine deposits - 629 Property, plant and equipment, net - 26 Intangible assets, net - 219 Other current assets, net - 340 Total current assets $ - $ 18,396 Carrying amounts of liabilities included in discontinued operations Accounts payable $ - $ 936 Accrued expenses - 2,164 Depletion allowance and accrual for sales returns 242 640 Total current liabilities $ 242 $ 3,740 Operating Results of Discontinued Operations Three Months Ended December 31, Six Months Ended December 31, (in thousands) 2018 2017 2018 2017 Revenues Total revenues less excise tax - 3,898 2,058 8,679 Cost of sales - 3,182 1,754 6,652 Operating costs and expenses Selling, general and administrative expenses - 1,100 872 1,876 Gain on sale of discontinued operations - - 2,558 - Net (loss) income attributable to Truett-Hurst, Inc. and H.D.D. LLC from discontinued operations - (384 ) 1,990 151 Net (loss) income attributable to noncontrolling interest: H.D.D. LLC - (154 ) 796 60 Net (loss) income attributable to Truett-Hurst, Inc. - (230 ) 1,194 91 operations: Basic and Diluted - (0.09 ) 0.44 0.03 Cash Flow from Discontinued Operations Six Months Ended December 31, December 31, 2018 2017 Net cash provided by operating activities $ 14,809 $ 4,077 Net cash provided by discontinued operations $ 14,809 $ 4,077 As a part of this agreement the Company will maintain a continuing relationship with the purchaser as noted in the Royalty Payment Agreement and the Transition Services Agreement

Inventories

Inventories	6 Months Ended
	Dec. 31, 2018
Inventory Disclosure [Abstract]
Inventories	NOTE 3 – INVENTORIES Inventories comprise: December 31, 2018 June 30, 2018 (in thousands) Grapes and bulk wine $ 2,440 $ 2,412 Bottled wine 3,732 3,315 Bottling materials and other 22 99 Total inventories $ 6,194 $ 5,826

Property and Equipment

Property and Equipment	6 Months Ended
	Dec. 31, 2018
Property Plant And Equipment [Abstract]
Property and Equipment	NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment, net comprise: December 31, 2018 June 30, 2018 (in thousands) Land and land improvements $ 3,260 $ 3,260 Building and improvements 1,859 1,854 Machinery and equipment 3,614 3,437 Vineyard development 554 554 Vineyard equipment 53 53 Furniture and fixtures 446 391 Leasehold improvements 28 28 Vehicles 119 119 Construction-in-progress 44 - 9,977 9,696 Less: accumulated depreciation and amortization (3,796 ) (3,376 ) Total property and equipment, net $ 6,181 $ 6,320 Total depreciation and amortization expense for the three and six months ended December 31, 2018 and December 31, 2017 was $0.2 million and $0.4 million, respectively, compared to the same periods in FY 18.

Accounts Payable and Accrued Li

Accounts Payable and Accrued Liabilities	6 Months Ended
	Dec. 31, 2018
Payables And Accruals [Abstract]
Accounts Payable and Accrued Liabilities	NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities comprise: December 31, 2018 June 30, 2018 (in thousands) Accounts pables: Administractive $ 189 $ - Grapes 550 8 Other production related 172 401 911 409 Accrued expenses: Accrued payroll $ 153 $ 199 Grapes received not invoiced 208 - Other production related 324 38 $ 685 $ 237 Accounts payable and accrued liabilities as of December 31, 2018 reflect the seasonality associated with the harvest, grape procurement, barrel purchases, and production related activities. Administrative accounts payable include $189,000 of fees to a third party related to the Company’s tender offer which was launched on January 14, 2019.

Borrowings

Borrowings	6 Months Ended
	Dec. 31, 2018
Debt Disclosure [Abstract]
Borrowings	NOTE 6 – BORROWINGS On December 21, 2018, the LLC entered into a Master Loan and Membership Agreement and a Supplemental Loan Agreement (the “Loan Agreement”) with American AgCredit, FLCA (the “Lender”). In connection with and pursuant to the terms and conditions of the Loan Agreement, the LLC issued the following notes from the Lender (the Master Loan and Membership Agreement, Supplemental Loan Agreement, the Promissory Notes, Security Agreements, and any and all other agreements, instruments and documents executed by the Company and/or the Lender related to the Loan Agreement or the notes, collectively, the “Loan Documents”, and the transactions reflected by the Loan Documents, the “American AgCredit Loan”): • $3,000,000 Revolving Line of Credit Note. The LLC received an asset-based revolving line of credit from the Lender in the principal amount of up to $3,000,000 which expires on December 31, 2020 and is to be used for general operating purposes. All outstanding principal and interest under such line of credit is due on or before December 31, 2020. Amounts repaid by us to the Lender thereunder prior to December 31, 2020 may be reborrowed. The aggregate principal balance outstanding pursuant to such line of credit bears interest at the Association Variable Rate equal to the Association Reference Rate (the rate announced from time to time by the Lender) plus the Applicable Margin (the Lender has a differential interest rate program calculated by adding a certain spread). The initial interest per annum rate is 5.25% but is subject to change whenever the Association Reference Rate or the Applicable Margin changes. Outstanding balance is zero as of December 31, 2018. • $695,500 Equipment Loan. The LLC received a working capital loan for the primary purpose of reimbursement of working capital. All outstanding principal and interest under this loan is due on or before December 1, 2028. The aggregate principal balance outstanding pursuant to such loan bears interest at the Association Variable Rate equal to the Association Reference Rate (the rate announced from time to time by the Lender) plus the Applicable Margin (the Lender has a differential interest rate program calculated by adding a certain spread). The initial interest per annum rate is 5.75% but is subject to change whenever the Association Reference Rate or the Applicable Margin changes. Outstanding balance is zero as of December 31, 2018. • $4,500,000 Real Estate Note. The LLC received a working capital loan for the primary purpose of reimbursement of working capital. All outstanding principal and interest under this loan is due on or before March 1, 2044. The aggregate principal balance outstanding pursuant to such loan bears interest at the Association Variable Rate equal to the Association Reference Rate (the rate announced from time to time by the Lender) plus the Applicable Margin (the Lender has a differential interest rate program calculated by adding a certain spread). The initial interest per annum rate is 5.75% but is subject to change whenever the Association Reference Rate or the Applicable Margin changes. Outstanding balance was zero as of December 31, 2018. The Loan Documents contain usual and customary covenants, financial covenants, including, without limitation, a debt service coverage ratio (measured quarterly), maximum leverage ratio (measured quarterly), and maximum net loss for the fiscal year ended 2019. No funds were drawn down as of December 31, 2018. Lines of Credit During the first quarter of fiscal 2019, the Company paid off all obligations to Bank of the West pursuant to its lines of credit, and terminated its obligations thereunder. Balances outstanding under the lines of credit totaled $8.1 million as of June 30, 2018. Long Term Debt Long term debt comprises: December 31, 2018 June 30, 2018 (in thousands except payment information) Long term debt: Note 1 (1 ) $ - $ 2,581 Note 2 (2 ) - 69 Note 3 (3 ) - 143 Note 4 (4 ) - 209 Note 5 (5 ) - 233 Total notes payable - 3,235 Less: current maturities - (3,235 ) Total long term debt $ - $ - (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. All obligations to Bank of the West were paid off as of December 31, 2018. ( 2 ) ( 3 ) ( 4 ) 8,729 July 1, 2020 95 ( 5 ) Capital Lease 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 $0.02 million per year for fiscal years 2019 through 2023.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Dec. 31, 2018
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 7 – COMMITMENTS AND CONTINGENCIES Leases The Company leases space for wine production within a custom crush facility located in Santa Rosa, California. The initial lease term commenced April 15, 2017 and ended on June 15, 2018. The initial 14-month term has been renewed for an additional 12 month period as agreed to by both parties. The Company leases approximately 2,500 square feet for administrative offices at 125 Foss Creek Circle, Healdsburg, California. In June 2016, the Company renewed the lease for an additional three years. The renewed lease term is November 1, 2016 through October 31, 2019. The Company also leases approximately 1,600 square feet for executive and administrative offices at 165 Foss Creek Circle, Healdsburg, California. The lease commenced on September 1, 2016 and ends on October 31, 2019. Lease payments for these facilities were $0.1 million The future lease commitments as presented below include amounts for these two leases. Years ending June 30, (in thousands) 2019 (remaining six months) $ 146 2020 31 Total future rent payments $ 177 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 requirements. Future minimum grape purchase commitments are as: Years Ending June 30, Third-Parties Related Parties Total (in thousands) 2020 $ 608 $ 59 $ 667 2021 157 60 217 2022 51 61 112 2023 - 62 62 Total $ 816 $ 242 $ 1,058 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 2018 harvest. 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. The Company received a letter dated October 12, 2018 from a law firm representing one of our design firms alleging we had not paid the full value of the services provided during the last seven years for creative design and marketing services. The Company settled the dispute in January 2019 by paying $0.5 million and receiving a full release of claims. The liability is reported on the accompanying condensed consolidated balance sheets and the related expense is included in general and administrative on the accompanying condensed consolidated statements of operations. 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 entered into a tax receivable agreement (“TRA”) with the LLC members. The TRA 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 TRA will continue until all such tax benefits have been utilized or expired, unless the corporate taxpayer exercises its right to terminate the TRA for an amount based on the agreed payments remaining to be made under the TRA or the corporate taxpayer breaches any of its material obligations under the TRA in which case all obligations will generally be accelerated and due as if the corporate taxpayer had exercised its right to terminate the TRA. In addition, the TRA provides that upon certain mergers, asset sales, or other forms of business combinations, substantial payment obligations to the LLC members 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 December 31, 2018 and June 30, 2018 for these obligations on the condensed consolidated balance sheets.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Dec. 31, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Stock-Based Compensation	NOTE 8 – STOCK-BASED COMPENSATION Equity Incentive Plan In 2012, the Board of Directors approved and adopted The 2012 Stock Incentive Plan (the “Plan”). The Plan allows for the granting of restricted stock units, restricted stock awards and stock options to employees, directors and non-employees. As of December 31, 2018, 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 units is presented below: Number of Shares Weighted Avg Grant Date Fair Value per Share Weighted Avg Contractual Term in Years Outstanding at June 30, 2018 95,194 $ 1.86 0.52 Granted 83,475 1.49 - Exercised (60,000 ) (1.88 ) - Vested 3,097 1.59 - Forfeited, cancelled or expired - - - Outstanding at December 31, 2018 121,766 $ 1.66 1.35 The restricted stock units vest predominantly over four years. The Company had an unrecognized expense at December 31, 2018 of approximately $84,906 related to unvested restricted stock units which will be recognized over the remaining weighted average service periods of 0.3 years . As of December 31, 2018 and June 30, 2018 the Company had no issued or outstanding restricted stock awards. A summary of the Company’s activity for stock options 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, 2018 110,000 $ 1.09 8.18 $ (109 ) Granted - - - - Exercised (70,000 ) $ 1.08 - (60 ) Forfeited, cancelled or expired - - - - Outstanding at December 31, 2018 40,000 $ 1.12 6.96 $ 32 Options Vested 35,000 $ 1.12 6.96 $ 28 Options Non-Vested 5,000 $ 1.12 6.96 $ 4 Options Exercisable 35,000 $ 1.12 6.96 $ 28 Stock options vest predominantly over four years. As of December 31, 2018, unrecognized expense associated with unvested stock options totaled $5,333. These expenses will be recognized over the remained weighted average service periods of 1.0 years . 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, 2018 and December 31, 2017: Three Months Ended December 31, Six Months Ended December 31, (in thousands) 2018 2017 2018 2017 Sales and marketing $ - $ 5 $ - $ 9 General and administrative 65 35 115 93 Total stock-based compensations $ 65 $ 40 $ 115 $ 102 On August 31, 2018, as part of the sale of the Wholesale Business, the Company terminated the Company’s former Vice President of Sales. In connection with his termination, the Company entered into a separation agreement providing for a cash severance payment of $0.05 million inclusive of payment for severance, annual bonus amounts owed and a portion of his COBRA premiums for continuation of health benefits. In addition, 60,000 of RSUs and 35,000 ISOs outstanding equity-based awards granted which were unvested on the date of his termination became fully vested and exercisable. The Company recorded $0.05 million in general and administrative expense associated with the separation agreement as a severance expense and $0.2 million in expense associated with the acceleration of stock options and restricted stock units.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	6 Months Ended
	Dec. 31, 2018
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	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 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, 2018 the interest rate swap balance and derived Level 2 fair value equaled $0.1 million. In connection with the sale of the Wholesale Business on August 13, 2018, the Company repaid all obligations pursuant to its outstanding interest rate swap, and terminated its obligations thereunder.

Income Taxes

Income Taxes	6 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 10 – INCOME TAXES For the six months ended December 31, 2018, due to the loss from continuing operations, the Company did not record an income tax expense and therefore had an effective tax rate of 0%. The Company has net operating loss (“NOL”) carryforwards available to offset fiscal year 2019 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 NOLs 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 six months ended December 31, 2018. There were no unrecognized tax benefits at December 31, 2018 and the Company did not incur any income tax related interest expense or penalties related to uncertain tax positions.

Subsequent Events

Subsequent Events	6 Months Ended
	Dec. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	NOTE 11 – SUBSEQUENT EVENTS The Company has evaluated all subsequent event activity through the issue date of these consolidated financial statements and concluded that other than the item discussed below, 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. The Company commenced the tender offer on January 14, 2019 to distribute a portion of the proceeds from the sale of all assets and liabilities directly related to those assets associated with the Wholesale Business.

Basis of Presentation and Sig_2

Basis of Presentation and Significant Accounting Policies (Policies)	6 Months Ended
	Dec. 31, 2018
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 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, 2018, 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, 2018 filed with the Securities and Exchange Commission (“SEC”) on October 15, 2018. The condensed consolidated balance sheet as of June 30, 2018 was derived from consolidated financial statements as of that date but does not include all the information and footnotes required by GAAP for complete financial statements. Quantities or results referred to as “to date” or “as of this date” mean as of or to December 31, 2018, 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 Except as described below, and within the Recently Adopted Accounting Pronouncements discussion below, 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, 2018. Revenue recognition: Revenue is recognized once performance obligations under the terms of the Company’s contracts with its customers have been satisfied; this occurs at a point in time when control of the promised product or service is transferred to customers. Generally, all of the Company’s contracts with its customers have a single performance obligation and are short term in nature. Revenue is measured in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company accounts for shipping and handling activities as costs to fulfill its promise to transfer the associated products. Accordingly, the Company records amounts billed for shipping and handling costs as a component of net sales, and classifies such costs as a component of costs of sales. The Company’s products are generally not sold with a right of return unless the product is spoiled or damaged. Historically, returns have not been material to the Company. Wine club membership sales are made under contracts with customers, which specify the quantity and timing of future wine shipments. Customer credit cards are charged in advance of quarterly wine shipments in accordance with each contract. The Company transfers control and recognizes revenue for these contracts upon shipment of the wine to the customer. Tasting room and internet wine sales are paid for at the time of sale. The Company transfers control and recognizes revenue for this wine when the product is either received by the customer (on-site tasting room sales) or upon shipment to the customer (website/internet sales). We hold various public and private events for customers and their wine club members. Upfront consideration received from the sale of tickets or under private event contracts for future events is recorded as deferred revenue. The balance of payments are due on the date of the event. The Company recognizes event revenue on the date the event is held. Other revenue also includes tasting fees and retail sales, which are paid for and received or consumed at the time of sale. The Company transfers control and recognizes revenue at the time of sale.
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. See further discussion of reclassifications made within Note 2 – Discontinued Operations. Excluding the adjustment made to reflect the discontinued operations, any additional reclassifications had no material effects on the reported condensed consolidated results of continuing operations.
Accounting Pronouncements	Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09: Revenue from Contracts with Customers (“Topic 606”), Revenue from Contracts with Customers (“Topic 606”): Deferral of the Effective Date Effective July 1, 2018, we adopted the FASB amended guidance regarding the recognition of revenue from contracts with customers using the modified retrospective application method. The new revenue standard is required to be applied retrospectively to each prior reporting period presented or prospectively with the cumulative effect of initially applying the standard recognized at the date of initial application. The Company has evaluated the effect of the standard and concluded it will not be material to the Company’s financial reporting. Additionally, the Company has concluded that the application of the standard does not have a material effect that would require a retrospective adjustment. We have evaluated our business activities in an attempt to identify any other revenue generating activities under the disaggregation disclosure criteria outlined within the amended guidance and concluded that any other revenue generating activities are immaterial for separate disclosure. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (“Topic 230”): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 made eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The Company adopted the provisions of ASU 2016-15 effective July 1, 2018, and the adoption of this standard had no impact the Company’s condensed consolidated statement of cash flows. In May 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation (“Topic 718”): Scope of Modification Accounting” (“ASU 2017-09”). ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as a modification. Changes to the terms or conditions of a share-based payment award that do not impact the fair value of the award, vesting conditions, and the classification as an equity or liability instrument will not need to be assessed under modification accounting. The Company adopted the provisions of ASU 2017-09 effective July 1, 2018. The adoption of this standard did not impact the Company’s accounting for its stock-based compensation. Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”). This update requires that lessees recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU 2016-02 also will require disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include both qualitative and quantitative information. The effective date for ASU 2016-02 is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 with earlier adoption permitted. The Company is still evaluating the impact of ASU 2016-02 on its consolidated financial position and results of operations. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (“Topic 260”); Distinguishing Liabilities from Equity (“Topic 480”); Derivatives and Hedging (“Topic 815”)”, which changes the classification analysis of certain equity-linked financial instruments with down round features. Under current U.S. GAAP, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under ASC 480 is evaluated under the ASC 815, Derivatives and Hedging, to determine whether it meets the definition of a derivative (and is therefore measured at fair value at each reporting period). Under ASU 2017-11, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock under ASC 815. Accordingly, these financial instruments are no longer measured at fair value at each reporting period. ASU 2017-11 also requires entities that calculate earnings per share to recognize the effect of the down round feature when it is triggered (at this time, the effect is treated as a dividend and as a reduction of income available to common stockholders in basic earnings per share). It is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on the consolidated financial statements and disclosures. The accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

Discontinued Operations (Tables

Discontinued Operations (Tables)	6 Months Ended
	Dec. 31, 2018
Discontinued Operations And Disposal Groups [Abstract]
Summary of Discontinued Operations in Financial Statements	Assets and Liabilities of Discontinued Operations December 31, 2018 June 30, 2018 Carrying amounts of assets included in discontinued operations Accounts receivable $ - $ 3,031 Inventories - 14,151 Bulk wine deposits - 629 Property, plant and equipment, net - 26 Intangible assets, net - 219 Other current assets, net - 340 Total current assets $ - $ 18,396 Carrying amounts of liabilities included in discontinued operations Accounts payable $ - $ 936 Accrued expenses - 2,164 Depletion allowance and accrual for sales returns 242 640 Total current liabilities $ 242 $ 3,740 Operating Results of Discontinued Operations Three Months Ended December 31, Six Months Ended December 31, (in thousands) 2018 2017 2018 2017 Revenues Total revenues less excise tax - 3,898 2,058 8,679 Cost of sales - 3,182 1,754 6,652 Operating costs and expenses Selling, general and administrative expenses - 1,100 872 1,876 Gain on sale of discontinued operations - - 2,558 - Net (loss) income attributable to Truett-Hurst, Inc. and H.D.D. LLC from discontinued operations - (384 ) 1,990 151 Net (loss) income attributable to noncontrolling interest: H.D.D. LLC - (154 ) 796 60 Net (loss) income attributable to Truett-Hurst, Inc. - (230 ) 1,194 91 operations: Basic and Diluted - (0.09 ) 0.44 0.03 Cash Flow from Discontinued Operations Six Months Ended December 31, December 31, 2018 2017 Net cash provided by operating activities $ 14,809 $ 4,077 Net cash provided by discontinued operations $ 14,809 $ 4,077

Inventories (Tables)

Inventories (Tables)	6 Months Ended
	Dec. 31, 2018
Inventory Disclosure [Abstract]
Schedule of Inventories	Inventories comprise: December 31, 2018 June 30, 2018 (in thousands) Grapes and bulk wine $ 2,440 $ 2,412 Bottled wine 3,732 3,315 Bottling materials and other 22 99 Total inventories $ 6,194 $ 5,826

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Dec. 31, 2018
Property Plant And Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment, net comprise: December 31, 2018 June 30, 2018 (in thousands) Land and land improvements $ 3,260 $ 3,260 Building and improvements 1,859 1,854 Machinery and equipment 3,614 3,437 Vineyard development 554 554 Vineyard equipment 53 53 Furniture and fixtures 446 391 Leasehold improvements 28 28 Vehicles 119 119 Construction-in-progress 44 - 9,977 9,696 Less: accumulated depreciation and amortization (3,796 ) (3,376 ) Total property and equipment, net $ 6,181 $ 6,320

Accounts Payable and Accrued _2

Accounts Payable and Accrued Liabilities (Tables)	6 Months Ended
	Dec. 31, 2018
Payables And Accruals [Abstract]
Schedule of Accounts Payable and Accrued Liabilities	Accounts payable and accrued liabilities comprise: December 31, 2018 June 30, 2018 (in thousands) Accounts pables: Administractive $ 189 $ - Grapes 550 8 Other production related 172 401 911 409 Accrued expenses: Accrued payroll $ 153 $ 199 Grapes received not invoiced 208 - Other production related 324 38 $ 685 $ 237

Borrowings (Tables)

Borrowings (Tables)	6 Months Ended
	Dec. 31, 2018
Debt Disclosure [Abstract]
Schedule of Long Term Debt	Long term debt comprises: December 31, 2018 June 30, 2018 (in thousands except payment information) Long term debt: Note 1 (1 ) $ - $ 2,581 Note 2 (2 ) - 69 Note 3 (3 ) - 143 Note 4 (4 ) - 209 Note 5 (5 ) - 233 Total notes payable - 3,235 Less: current maturities - (3,235 ) Total long term debt $ - $ - (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. All obligations to Bank of the West were paid off as of December 31, 2018. ( 2 ) ( 3 ) ( 4 ) 8,729 July 1, 2020 95 ( 5 )

Commitments and Contingencies (

Commitments and Contingencies (Tables)	6 Months Ended
	Dec. 31, 2018
Commitments And Contingencies Disclosure [Abstract]
Schedule of Future Lease Commitments	The future lease commitments as presented below include amounts for these two leases. Years ending June 30, (in thousands) 2019 (remaining six months) $ 146 2020 31 Total future rent payments $ 177
Schedule of Future Minimum Grape Purchase Commitments	Future minimum grape purchase commitments are as: Years Ending June 30, Third-Parties Related Parties Total (in thousands) 2020 $ 608 $ 59 $ 667 2021 157 60 217 2022 51 61 112 2023 - 62 62 Total $ 816 $ 242 $ 1,058

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Dec. 31, 2018
Summary of Activity of Restricted Stock Units and Stock Options	A summary of the Company’s activity for stock options 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, 2018 110,000 $ 1.09 8.18 $ (109 ) Granted - - - - Exercised (70,000 ) $ 1.08 - (60 ) Forfeited, cancelled or expired - - - - Outstanding at December 31, 2018 40,000 $ 1.12 6.96 $ 32 Options Vested 35,000 $ 1.12 6.96 $ 28 Options Non-Vested 5,000 $ 1.12 6.96 $ 4 Options Exercisable 35,000 $ 1.12 6.96 $ 28
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, 2018 and December 31, 2017: Three Months Ended December 31, Six Months Ended December 31, (in thousands) 2018 2017 2018 2017 Sales and marketing $ - $ 5 $ - $ 9 General and administrative 65 35 115 93 Total stock-based compensations $ 65 $ 40 $ 115 $ 102
Restricted Stock [Member]
Summary of Activity of Restricted Stock Units and Stock Options	A summary of the Company’s activity for restricted stock units is presented below: Number of Shares Weighted Avg Grant Date Fair Value per Share Weighted Avg Contractual Term in Years Outstanding at June 30, 2018 95,194 $ 1.86 0.52 Granted 83,475 1.49 - Exercised (60,000 ) (1.88 ) - Vested 3,097 1.59 - Forfeited, cancelled or expired - - - Outstanding at December 31, 2018 121,766 $ 1.66 1.35

Discontinued Operations - Addit

Discontinued Operations - Additional Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Repayment of secured and unsecured debt	$ 3,235	$ 294
Gain on sale of discontinued operations	2,558
Wholesale Wine Business [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Aggregate consideration received in cash and future royalty payments	$ 18,000
Committed service term, after disposal	9 months
Transaction-related costs and expenses	$ 900
Repayment of secured and unsecured debt	12,000
Gain on sale of discontinued operations	$ 2,600

Discontinued Operations - Sched

Discontinued Operations - Schedule of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Jun. 30, 2018
Carrying amounts of assets included in discontinued operations
Accounts receivable		$ 3,031
Inventories		14,151
Bulk wine deposits		629
Property, plant and equipment, net		26
Intangible assets, net		219
Other current assets, net		340
Total current assets		18,396
Carrying amounts of liabilities included in discontinued operations
Accounts payable		936
Accrued expenses		2,164
Depletion allowance and accrual for sales returns	$ 242	640
Total current liabilities	$ 242	$ 3,740

Discontinued Operations - Sch_2

Discontinued Operations - Schedule of Operating Results of Discontinued Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Revenues
Total revenues less excise tax	$ 3,898	$ 2,058	$ 8,679
Cost of sales	3,182	1,754	6,652
Operating costs and expenses
Selling, general and administrative expenses	1,100	872	1,876
Gain on sale of discontinued operations		2,558
Net (loss) income attributable to Truett-Hurst, Inc. and H.D.D. LLC from discontinued operations	(384)	1,990	151
Net (loss) income attributable to noncontrolling interest: H.D.D. LLC	(154)	796	60
Net (loss) income attributable to Truett-Hurst, Inc.	$ (230)	$ 1,194	$ 91
operations:
Basic and Diluted	$ (0.09)	$ 0.44	$ 0.03

Discontinued Operations - Sch_3

Discontinued Operations - Schedule of Cash Flow from Discontinued Operations (Details) - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Net Cash Provided By Used In Discontinued Operations [Abstract]
Net cash provided by operating activities	$ 14,809	$ 4,077
Net cash provided by discontinued operations	$ 14,809	$ 4,077

Inventories - Schedule of Inven

Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Jun. 30, 2018
Inventory Disclosure [Abstract]
Grapes and bulk wine	$ 2,440	$ 2,412
Bottled wine	3,732	3,315
Bottling materials and other	22	99
Total inventories	$ 6,194	$ 5,826

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Jun. 30, 2018
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 9,977	$ 9,696
Less: accumulated depreciation and amortization	(3,796)	(3,376)
Total property and equipment, net	6,181	6,320
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	1,859	1,854
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,614	3,437
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	53
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	446	391
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	28	28
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	119	$ 119
Construction-in-progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 44

Property and Equipment - Additi

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Property Plant And Equipment [Abstract]
Depreciation and amortization expense	$ 0.2	$ 0.2	$ 0.4	$ 0.4

Accounts Payable and Accrued _3

Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)	Dec. 31, 2018	Jun. 30, 2018
Accounts payables:
Administractive	$ 189,000
Grapes	550,000	$ 8,000
Other production related	172,000	401,000
Total accounts payable	911,000	409,000
Accrued expenses:
Accrued payroll	153,000	199,000
Grapes received not invoiced	208,000
Other production related	324,000	38,000
Total accured expenses	$ 685,000	$ 237,000

Accounts Payable and Accrued _4

Accounts Payable and Accrued Liabilities - Additional Information (Details)	Dec. 31, 2018USD ($)
Payables And Accruals [Abstract]
Administrative accounts payable	$ 189,000

Borrowings - Additional Informa

Borrowings - Additional Information (Details) - USD ($)	Dec. 17, 2018	Jun. 30, 2017	Dec. 31, 2018	Jun. 30, 2018
Debt Instrument [Line Items]
Working capital loan				$ 3,235,000
Loan drawn down			$ 0
Line of credit				8,058,000
Capital leases, future minimum payments due			177,000
Future lease commitments for fiscal year 2019			146,000
Future lease commitments for fiscal year 2020			$ 31,000
Wine Production Equipment [Member]
Debt Instrument [Line Items]
Capital lease agreement term		72 months
Capital leases, future minimum payments due		$ 70,000
Future lease commitments for fiscal year 2019		20,000
Future lease commitments for fiscal year 2020		20,000
Future lease commitments for fiscal year 2021		20,000
Future lease commitments for fiscal year 2022		20,000
Future lease commitments for fiscal year 2023		$ 20,000
American AgCredit, FLCA [Member] | Revolving Line of Credit Note [member]
Debt Instrument [Line Items]
Debt instrument, maturity date	Dec. 31, 2020
Debt instrument , interest rate percentage	5.25%
Debt instrument interest rate terms			The initial interest per annum rate is 5.25% but is subject to change whenever the Association Reference Rate or the Applicable Margin changes.
Debt instrument, maturity date, description			All outstanding principal and interest under such line of credit is due on or before December 31, 2020.
Outstanding balance			$ 0
American AgCredit, FLCA [Member] | Equipment Loan [Member]
Debt Instrument [Line Items]
Debt instrument , interest rate percentage	5.75%
Debt instrument interest rate terms			The initial interest per annum rate is 5.75% but is subject to change whenever the Association Reference Rate or the Applicable Margin changes.
Debt instrument, maturity date, description			All outstanding principal and interest under this loan is due on or before December 1, 2028.
Working capital loan	$ 695,500,000
Outstanding balance			$ 0
American AgCredit, FLCA [Member] | Real Estate Note [Member]
Debt Instrument [Line Items]
Debt instrument , interest rate percentage	5.75%
Debt instrument interest rate terms			The initial interest per annum rate is 5.75% but is subject to change whenever the Association Reference Rate or the Applicable Margin changes.
Debt instrument, maturity date, description			All outstanding principal and interest under this loan is due on or before March 1, 2044.
Working capital loan	$ 4,500,000,000
Outstanding balance			$ 0
American AgCredit, FLCA [Member] | Maximum [Member] | Revolving Line of Credit Note [member]
Debt Instrument [Line Items]
Assets-based revolving line of credit note	$ 3,000,000,000
Bank of the West [Member]
Debt Instrument [Line Items]
Line of credit				$ 8,100,000

Borrowings - Schedule of Long T

Borrowings - Schedule of Long Term Debt (Details) $ in Thousands	Jun. 30, 2018USD ($)
Debt Instrument [Line Items]
Total notes payable	$ 3,235
Less: current maturities	(3,235)
Notes Payable One [Member]
Debt Instrument [Line Items]
Total notes payable	2,581	[1]
Notes Payable Two [Member]
Debt Instrument [Line Items]
Total notes payable	69	[2]
Notes Payable Three [Member]
Debt Instrument [Line Items]
Total notes payable	143	[3]
Notes Payable Four [Member]
Debt Instrument [Line Items]
Total notes payable	209	[4]
Notes Payable Five [Member]
Debt Instrument [Line Items]
Total notes payable	$ 233	[5]
[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. All obligations to Bank of the West were paid off as of December 31, 2018.
[2]	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. All obligations to Bank of the West were paid off as of December 31, 2018.
[3]	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. All obligations to Bank of the West were paid off as of December 31, 2018.
[4]	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. All obligations to Bank of the West were paid off as of December 31, 2018.
[5]	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. All obligations to Bank of the West were paid off as of December 31, 2018.

Borrowings - Schedule of Long_2

Borrowings - Schedule of Long Term Debt (Parenthetical) (Details) - Bank of the West [Member] $ in Thousands	6 Months Ended
	Dec. 31, 2018USD ($)
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 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%

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details)	Oct. 12, 2018USD ($)	Jun. 30, 2016	Dec. 31, 2018USD ($)ft²	Dec. 31, 2017USD ($)	Jun. 30, 2018USD ($)
Commitments And Contingencies [Line Items]
Operating Leases, Rent Expense, Net			$ 100,000	$ 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 Company’s current contracts for custom crush services cover the 2018 harvest.
Tax benefit tax receivable percent			90.00%
Indemnification [Member]
Commitments And Contingencies [Line Items]
Contractual obligations			$ 0		$ 0
Common Class A [Member]
Commitments And Contingencies [Line Items]
Exchange basis			one-for-one basis
Exchange of units for shares ratio			1
Pending Litigation [Member]
Commitments And Contingencies [Line Items]
Non-payment term alleged	7 years
Litigation settlement obligation	$ 500,000
Space for Wine Production 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 lease term commenced April 15, 2017 and ended on June 15, 2018. The initial 14-month term has been renewed for an additional 12 month period as agreed to by both parties.
Administrative Offices [Member] | Healdsburg, California [Member]
Commitments And Contingencies [Line Items]
Area of office space under lease | ft²			2,500
Renewed lease commencement date		Nov. 1, 2016
Renewed lease expiration date		Oct. 31, 2019
Additional lease term		3 years
Lease agreement term, description			The renewed lease term is November 1, 2016 through October 31, 2019.
Executive and Administrative Offices [Member] | Healdsburg, California [Member]
Commitments And Contingencies [Line Items]
Lease commencement date			Sep. 1, 2016
Lease expiration date			Oct. 31, 2019
Area of office space under lease | ft²			1,600
Lease agreement term, description			The lease commenced on September 1, 2016 and ends on October 31, 2019.

Commitments and Contingencies_2

Commitments and Contingencies - Schedule of Future Lease Commitments (Details) $ in Thousands	Dec. 31, 2018USD ($)
Commitments And Contingencies Disclosure [Abstract]
2019 (remaining six months)	$ 146
2,020	31
Total future rent payments	$ 177

Commitments and Contingencies_3

Commitments and Contingencies - Schedule of Future Minimum Grape and Bulk Wine Inventory Purchase Commitments (Details) $ in Thousands	Jun. 30, 2018USD ($)
Purchase Obligation Fiscal Year Maturity [Line Items]
2,020	$ 667
2,021	217
2,022	112
2,023	62
Total	1,058
Third-Parties [Member]
Purchase Obligation Fiscal Year Maturity [Line Items]
2,020	608
2,021	157
2,022	51
2,023	0
Total	816
Related Parties [Member]
Purchase Obligation Fiscal Year Maturity [Line Items]
2,020	59
2,021	60
2,022	61
2,023	62
Total	$ 242

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands	Aug. 31, 2018	Dec. 31, 2018	Jun. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Severance expense		$ 118
Wholesale Business [Member] | Former Vice President of Sales [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash severance payment	$ 50
Expense associated with acceleration of stock options and restricted stock units	200
Wholesale Business [Member] | Former Vice President of Sales [Member] | General and Administrative Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Severance expense	$ 50
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards vesting period		4 years
Unrecognized compensation cost, recognition period		1 year
Restricted stock awards outstanding		40,000	110,000
Unrecognized compensation cost		$ 5,333
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards vesting period		4 years
Unrecognized compensation cost		$ 84,906
Unrecognized compensation cost, recognition period		3 months 18 days
Restricted stock awards outstanding		121,766	95,194
Restricted Stock Units [Member] | Wholesale Business [Member] | Former Vice President of Sales [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding equity-based awards which became fully vested and exercisable	60,000
Restricted Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards outstanding		0	0
Restricted stock awards issued		0	0
Stock Options [Member] | Wholesale Business [Member] | Former Vice President of Sales [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding equity-based awards which became fully vested and exercisable	35,000
2012 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance		1,000,000
Shares available to be issued		300,000

Stock-Based Compensation - Summ

Stock-Based Compensation - Summary of Activity of Restricted Stock Units (Details) - Restricted Stock Units [Member] - $ / shares	6 Months Ended	12 Months Ended
	Dec. 31, 2018	Jun. 30, 2018
Number of Shares, Outstanding, Beginning Balance	95,194
Number of Shares, Granted	83,475
Number of Shares, Exercised	(60,000)
Number of Shares, Vested	3,097
Number of Shares, Forfeited, cancelled or expired	0
Number of Shares, Outstanding, Ending Balance	121,766	95,194
Weighted Avg Grant Date Fair Value per Share, Outstanding, Beginning Balance	$ 1.86
Weighted Avg Grant Date Fair Value per Share, Granted	1.49
Weighted Avg Grant Date Fair Value per Share, Exercised	(1.88)
Weighted Avg Grant Date Fair Value per Share, Vested	1.59
Weighted Avg Grant Date Fair Value per Share, Forfeited, cancelled or expired	0
Weighted Avg Grant Date Fair Value per Share, Outstanding, Ending Balance	$ 1.66	$ 1.86
Weighted Avg Contractual Term in Years, Outstanding	1 year 4 months 6 days	6 months 7 days
Weighted Avg Contractual Term in Years, Granted	0 years
Weighted Avg Contractual Term in Years, Exercised	0 years
Weighted Avg Contractual Term in Years, Vested	0 years
Weighted Avg Contractual Term in Years, Forfeited, cancelled or expired	0 years

Stock-Based Compensation - Su_2

Stock-Based Compensation - Summary of Activity of Stock Options (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Dec. 31, 2018	Jun. 30, 2018
Number of Shares, Outstanding, Beginning Balance	110,000
Number of Shares, Granted	0
Number of Shares, Exercised	(70,000)
Number of Shares, Forfeited, cancelled or expired	0
Number of Shares, Outstanding, Ending Balance	40,000	110,000
Number of Shares, Options Vested	35,000
Number of Shares, Options Non-Vested	5,000
Number of Shares, Options Exercisable	35,000
Weighted Avg Grant Date Fair Value per Share, Outstanding, Beginning Balance	$ 1.09
Weighted Avg Grant Date Fair Value per Share, Granted	0
Weighted Avg Grant Date Fair Value per Share, Exercised	1.08
Weighted Avg Grant Date Fair Value per Share, Forfeited, cancelled or expired	0
Weighted Avg Grant Date Fair Value per Share, Outstanding, Ending Balance	1.12	$ 1.09
Weighted Avg Grant Date Fair Value per Share, Options Vested	1.12
Weighted Avg Grant Date Fair Value per Share, Options Non-Vested	1.12
Weighted Avg Grant Date Fair Value per Share, Options Exercisable	$ 1.12
Weighted Avg Contractual Term in Years, Outstanding	6 years 11 months 15 days	8 years 2 months 4 days
Weighted Avg Contractual Term in Years, Granted	0 years
Weighted Avg Contractual Term in Years, Exercised	0 years
Weighted Avg Contractual Term in Years, Forfeited, cancelled or expired	0 years
Weighted Avg Contractual Term in Years, Options Vested	6 years 11 months 15 days
Weighted Avg Contractual Term in Years, Options Non-Vested	6 years 11 months 15 days
Weighted Avg Contractual Term in Years, Options Exercisable	6 years 11 months 15 days
Aggregate Intrinsic Value, Outstanding, Beginning Balance	$ (109)
Aggregate Intrinsic Value, Granted	0
Aggregate Intrinsic Value, Exercised	(60)
Aggregate Intrinsic Value, Forfeited, cancelled or expired	0
Aggregate Intrinsic Value, Outstanding, Ending Balance	32	$ (109)
Aggregate Intrinsic Value, Options Vested	28
Aggregate Intrinsic Value, Options Non-Vested	4
Aggregate Intrinsic Value, Options Exercisable	$ 28

Stock-Based Compensation - Su_3

Stock-Based Compensation - Summary of Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensations	$ 65	$ 40	$ 115	$ 102
Sales and Marketing [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensations		5		9
General and Administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensations	$ 65	$ 35	$ 115	$ 93

Fair Value of Financial Instr_2

Fair Value of Financial Instruments - Additional Information (Details) - Fair Value, Inputs, Level 2 [Member] - Interest Rate Swap [Member] - USD ($) $ in Millions	6 Months Ended
	Dec. 31, 2018	Jun. 30, 2018
Derivative [Line Items]
Accrued Liabilities		$ 0.1
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, 2018
Income Tax Disclosure [Abstract]
Income Tax Expense (Benefit)	$ 1,000	$ 0
Effective Income Tax Rate Reconciliation, Percent		0.00%
Deferred tax asset		$ 0
Unrecognized tax benefits		0
Income tax related interest expense or penalties related to uncertain tax positions		$ 0