10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2015

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to           

Commission File Number: 333-187164

TRUETT-HURST, INC.

(Exact name of registrant as specified in its charter)

Delaware	46-1561499
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
125 Foss Creek Circle Healdsburg, CA	95448
(Address of principal executive offices)	(Zip Code)

(707) 431-4423

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	The NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one).

Large accelerated filer ¨        Accelerated filer ¨        Non-accelerated filer ¨    Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Documents incorporated as reference

See “Explanatory Notes”

Explanatory Notes

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Truett Hurst, Inc for the fiscal year ended June 30, 2015 originally filed with the Securities and Exchange Commission (“SEC”) on September 28, 2015 (the “Original Filing”). We are filing this Amendment to amend the Original Filing to include the XBRL format of the 10-K. We are also including as exhibits the current certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings made with the SEC on or subsequent to September 28, 2015.  In this Amendment, unless the context indicates otherwise, the terms “company,” “we,” “us,” and “our” refer to Truett Hurst, Inc. Other defined terms used in this Amendment but not defined herein shall have the meaning specified for such terms in the Original Filing. 

EXHIBIT INDEX

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

Exhibit Number	Description
3.1	Restated Certificate of Incorporation of Truett-Hurst, Inc., dated December 28, 2012+
3.2	Amended and Restated Certificate of Incorporation of Truett-Hurst, Inc.+
3.3	Bylaws of Truett-Hurst, Inc.+
3.4	Third Amended and Restated Operating Agreement of H.D.D. LLC, dated as of June 19, 2013+
4.1	Class A common stock certificate+
4.2	Class B common stock certificate+
10.1	2012 Stock Incentive Plan+
10.2	Exchange Agreement, dated as of June 19, 2013, by and among Truett-Hurst, Inc. and the members of H.D.D. LLC from time to time party thereto+
10.3	Tax Receivable Agreement, dated as of June 19, 2013, by and among Truett-Hurst, Inc., H.D.D. LLC and the members of H.D.D. LLC from time to time party thereto.+
10.4	Registration Rights Agreement, dated as of June 19, 2013, by and among Truett-Hurst, Inc. and the members of H.D.D. LLC from time to time party thereto+
10.5	Loan and Security Agreement dated July 15, 2015+
10.6	Accounts Receivable line of Credit Note dated July 15, 2015+
10.7	Equipment Purchase Line of Credit Note dated July 15, 2015+
14	Code of Business Conduct and Ethics+
21.1	Subsidiaries of the Registrant+
23.1	Consent of Independent Registered  Accounting Firm+
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

⁽¹⁾ + Indicates documents previously filed with our registration and prospectus filings with the SEC.

1

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto, duly authorized on September 29, 2015.

TRUETT-HURST, INC.
By:	/s/ Phillip L. Hurst
	Phillip L. Hurst
	Chief Executive Officer and Chairman

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

2

Signature	Title	Date
	President and Chief Executive Officer	September 29, 2015
Phillip L. Hurst	(Principal Executive Officer)
	Chief Financial Officer & Chief	September 29, 2015
Paul Forgue	Operations Officer
	Director & Secretary	September 29, 2015
Paul E. Dolan, III
	Director	September 29, 2015
Barrie Graham
	Director	September 29, 2015
Daniel A. Carroll
	Director	September 29, 2015
Heath E. Dolan
	Director	September 29, 2015
John D. Fruth
	Director	September 29, 2015
James F. Verhey
		September 29, 2015
Marcus Benedetti	Director

3

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Philip L. Hurst, certify that:

1. I have reviewed this annual report on Form 10-K of Truett-Hurst, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: September 29, 2015

/s/ Phillip L. Hurst

Philip L. Hurst

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Paul Forgue, certify that:

1. I have reviewed this annual report on Form 10-K of Truett-Hurst, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: September 29, 2015

/s/ Paul Forgue

Paul Forgue

Chief Financial Officer & Chief Operations Officer

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BUSINESS (Details Textual) - USD ($) $ in Thousands, shares in Millions	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Nature of Operations [Line Items]
Llc Units Held By Parties Other Than Parent Company	$ 3,000
Conversion of Stock, Shares Converted	1.1
Long Term Liability Due To LLC Unit Holders	$ 5,700
Adjustment To Provision For Deferred Tax Asset	600
Deferred Tax Assets, Valuation Allowance	$ 6,678	$ 3,008
Tax Receivable Agreement Description	The agreement provides for the payment from time to time by us, 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 us entering into the agreement, including tax benefits attributable to payments under the agreement.
Deferred Tax Assets, Gross, Total	$ 7,041	$ 3,491
Common Class A [Member]
Nature of Operations [Line Items]
Right To Exchange Common Shares	3.0
Conversion of Stock, Shares Converted	1.1
Business Acquisition, Percentage of Voting Interests Acquired	48.00%

XML

COMMITMENTS AND CONTINGENCIES (Details 3) - USD ($) $ in Thousands		Jun. 30, 2015	Jun. 30, 2014
Related party note:
Note	[1]	$ 0	$ 67
Less current maturities		0	67
Total related party note		$ 0	$ 0

[1] Note payable to a member for the repurchase of a certain percentage of their ownership interest in the LLC pursuant to exercise of put right; unsecured; payable monthly in principal and interest payments of $6,245; matured May 3, 2015, at 4.5% interest.

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OTHER ASSETS (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Jun. 30, 2014
Other Assets [Line Items]
Other Assets, Gross	$ 629	$ 488
Less: accumulated amortization	(222)	(107)
Total other assets, net	407	381
Label Design Costs [Member]
Other Assets [Line Items]
Other Assets, Gross	371	247
Loan Fees [Member]
Other Assets [Line Items]
Other Assets, Gross	18	18
Lease Costs Related Party [Member]
Other Assets [Line Items]
Other Assets, Gross	23	23
Computer Software, Intangible Asset [Member]
Other Assets [Line Items]
Other Assets, Gross	151	144
Website Design Costs [Member]
Other Assets [Line Items]
Other Assets, Gross	66	55
Other [Member]
Other Assets [Line Items]
Other Assets, Gross	$ 0	$ 1

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands		Jun. 30, 2015	Jun. 30, 2014
Assets
Total		$ 20	$ 66
Fair Value, Inputs, Level 2 [Member]
Assets
Total		20	66
Interest Rate Swap [Member]
Assets
Total	[1]	20	66
Interest Rate Swap [Member] | Fair Value, Inputs, Level 2 [Member]
Assets
Total	[1]	$ 20	$ 66

[1] Included in "Other Current Assets" in the Balance Sheet.

XML

COMMITMENTS AND CONTINGENCIES (Details 4) - USD ($) $ in Thousands	Jun. 30, 2015	Feb. 26, 2013
Purchase Obligation, Fiscal Year Maturity [Line Items]
2016	$ 5,363	$ 800
2017	1,519
2018	868
2019	464
Thereafter	0
Total	8,214
Third Parties [Member]
Purchase Obligation, Fiscal Year Maturity [Line Items]
2016	4,872
2017	1,040
2018	388
2019	191
Thereafter	0
Total	6,491
Related Parties [Member]
Purchase Obligation, Fiscal Year Maturity [Line Items]
2016	491
2017	479
2018	480
2019	273
Thereafter	0
Total	$ 1,723

XML

GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Jun. 30, 2014
Finite lives:
Customer lists	$ 0	$ 213
Trademarks	0	169
Proprietary technology	0	95
Non-compete agreement	0	38
Patents	44	42
Finite-Lived Intangible Assets, Gross	44	557
Less accumulated amortization	(1)	(189)
Finite-Lived Intangible Assets, Net, Total	43	368
Indefinite lives:
Trademarks	438	261
Total	$ 481	$ 629

XML

STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Jun. 30, 2015

Equity [Abstract]

Schedule of Common Stock Outstanding Roll Forward [Table Text Block]

The following table presents the changes in the non controlling and the interests in the LLC (not in thousands):

	Members		THI		Total		Member			Company			Total
	LLC Units		Units		Units		%			%			%
Balance as of June 30, 2013		4,102,644		2,700,000		6,802,644		60	%		40	%		100	%
LLC units converted		(938,472)		938,472		-		-14	%		14	%		-
Balance as of June 30, 2014		3,164,172		3,638,472		6,802,644		46	%		54	%		100	%
LLC units converted		(172,846)		172,846		-		-2	%		2	%		-
Balance as of June 30, 2015		2,991,326		3,811,318		6,802,644		44	%		56	%		100	%

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TAXES (Details 2) - USD ($) $ in Thousands	Jun. 30, 2015	Jun. 30, 2014
Deferred tax assets:
Accrued compensation	$ 30	$ 46
Share-based compensation	53	66
Intangible assets	5,693	3,058
Sales returns	117	0
Net operating losses	1,040	231
Other	108	90
Gross deferred tax assets	7,041	3,491
Valuation allowance	(6,678)	(3,008)
Total deferred tax assets, net of valuation allowance	363	483
Deferred tax liabilities:
Inventories	(142)	(272)
Unrealized gain	(3)	(12)
Property and equipment	(218)	(199)
Other	0	0
Total deferred tax liability	(363)	(483)
Net deferred taxes	$ 0	$ 0

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Jun. 30, 2014
Accounts Payable and Accrued Expenses [Line Items]
Accounts payable	$ 2,969	$ 2,746
Accrued expenses	290	107
Commission	132	163
Depletion allowances	525	29
Personnel	242	114
Professional fees	18	35
Total accounts payable and accrued expenses	$ 4,176	$ 3,194

XML

SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Details 1)	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Wholesale [Member] | Customer A [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	5.00%	8.00%
Wholesale [Member] | Customer B [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	3.00%	5.00%
Wholesale [Member] | Customer C [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	5.00%	7.00%
Wholesale [Member] | Customer D [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	19.00%	26.00%
Wholesale [Member] | Customer E [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	0.00%	0.00%
Wholesale [Member] | Customer F [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	0.00%	2.00%
Wholesale [Member] | Customer G [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	1.00%	2.00%
Wholesale [Member] | Customer H [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	35.00%	30.00%
Wholesale [Member] | Customer I [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	4.00%	2.00%
Wholesale [Member] | Customer J [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	4.00%	5.00%
Accounts Receivable [Member] | Customer A [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	0.00%	2.00%
Accounts Receivable [Member] | Customer B [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	24.00%	24.00%
Accounts Receivable [Member] | Customer C [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	9.00%	4.00%
Accounts Receivable [Member] | Customer D [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	9.00%	30.00%
Accounts Receivable [Member] | Customer E [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	0.00%	0.00%
Accounts Receivable [Member] | Customer F [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	0.00%	0.00%
Accounts Receivable [Member] | Customer G [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	1.00%	7.00%
Accounts Receivable [Member] | Customer H [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	20.00%	18.00%
Accounts Receivable [Member] | Customer I [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	18.00%	0.00%
Accounts Receivable [Member] | Customer J [Member]
Revenue, Major Customer [Line Items]
Concentration Risk Percentage	1.00%	0.00%

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SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Details Textual)	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
International Sales [Member]
Segment Reporting Information [Line Items]
Concentration Risk, Percentage	8.00%	8.00%

XML

TAXES (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Current
U.S. federal	$ 0	$ 0
State and local	2	2
Total	2	2
Deferred
U.S. federal	0	(156)
State and local	0	(27)
Total	0	(180)
Total
U.S. federal	0	(156)
State and local	2	(25)
Total	$ 2	$ (181)

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SUMMARY OF CRITICAL ACCOUNTING POLICIES (Policies)

12 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

Preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP” or “GAAP”) requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include inventory valuation, equity-based compensation, contingencies, income tax and deferred tax asset and liability valuation and fair value measurements for goodwill and other long-lived assets used in our initial recording and evaluation of impairment for such assets. We base our estimates on historical experience and on various other assumptions that management believes are reasonable under the given circumstances. These estimates could be materially different under different conditions and assumptions. Additionally, the actual amounts could differ from the estimates made. Management periodically evaluates estimates used in the preparation of our consolidated financial statements for continued reasonableness. We prospectively apply appropriate adjustments, if any, to our estimates based upon our periodic evaluation.

Reclassification, Policy [Policy Text Block]

Reclassifications

Certain prior year amounts in the consolidated financial statements and notes thereto have been reclassified to conform to the current year presentation. These reclassifications had no effect on the reported consolidated results of operations.

Liquidity and Capital Resources [Policy Text Block]

Liquidity and Capital Resources

The terms of our bank loans require, among other things, compliance with certain financial covenants, including, without limitation, a minimum current assets to current liabilities ratio (measured quarterly), debt to effective tangible net worth ratio (measured quarterly), debt service coverage ratio (measured annually), and minimum EBITDA (measured at December 31, 2015 and March 31, 2016). For additional information related to our bank loans, see Part II, Item 8, Note 8, “Commitments and Contingencies.”

Receivables, Policy [Policy Text Block]

Accounts Receivable

Accounts receivable consists primarily of trade receivables from customers who tend to be large distributors.  We review accounts receivable regularly and make estimates for allowance for doubtful accounts when there is doubt as to the collectability of individual balances.  In evaluating the collectability of individual receivable balances, we consider many factors, including the age of the balance, the customer’s historical payment history, its current credit worthiness, and current economic trends.  Bad debts are written off after all collection efforts have ceased. We generally do not require collateral from our customers. We do not accrue interest on past-due amounts.  

An allowance for doubtful accounts was not recorded for FY15 or FY14, as bad debts have historically been negligible.

Investment, Policy [Policy Text Block]

Inventories

Inventories consist primarily of bulk and bottled wine, capitalized cultural costs, merchandise and purchased grapes valued at the lower of cost or market using the first-in, first-out or specific identification method.  In accordance with general wine industry practice, bulk and bottled wine inventories are included in current assets, although a portion of such inventories may be aged for a period longer than one year. Costs related to growing grapes on our vineyards are reflected in inventories as capitalized cultural costs. Upon completion of the harvest, these costs are included in bulk wine.  Costs associated with winemaking and the production of wine are reflected in inventories as bulk wine until the wine has been bottled and is available for sale.

We assess the valuation of our inventories and reduce the carrying value of those inventories that are obsolete or in excess of our forecasted usage to its estimated net realizable value. We estimate the net realizable value of such inventories based on analyses and assumptions including, but not limited to, historical usage, future demand and market requirements. Reductions to the carrying value of inventories are recorded in cost of product sold. If the future demand for our products is less favorable than our forecasts, then the value of the inventories may be required to be reduced, which could result in material additional expense and may have a material adverse impact on our financial statements.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization.  Depreciation and amortization are calculated on a straight-line basis over the useful lives of the asset, principally twenty to forty years for building and improvements, five years for machinery and equipment, seven to fifteen years for vineyard development, ten to twenty years for vineyard equipment, five to ten years for furniture and fixtures, the shorter of estimated useful life or lease term, generally five years for leasehold improvements and five years for vehicles.  Costs incurred in developing vineyards are capitalized and depreciation commences when the related vineyard becomes commercially productive.

Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized.  Expenditures for maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included as a component of income (loss) from operations.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of Long-lived Assets

We review our long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.   Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted cash flows expected to be generated by the asset.  If the carrying amount of an asset exceeds its estimated undiscounted cash flows, an impairment loss is recognized to the extent that the carrying value of the asset exceeds its fair value.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Goodwill and Intangible Assets

We review our goodwill and indefinite lived intangible assets annually for impairment, or sooner, if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We use April 1 as our annual impairment test measurement date.     Indefinite lived intangible assets consist primarily of trademarks.  Intangible assets determined to have a finite life are amortized over their estimated useful lives, principally four years for the customer lists and non-compete agreement, five years for proprietary technology and ten years for the trademark.  Patents are amortized over their estimated legal lives.  

Other Assets [Policy Text Block]

Other Assets

Other assets are amortized over their estimated useful lives, principally five years for label design costs, ten years for loan fees, ten years for lease costs – related party, and five years for website design costs. Label designs are evaluated for impairment in accordance with our policy on impairment of long lived assets.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

We recognize wine sales when the product is shipped and title passes to the customer.  Our standard terms are ‘FOB’ shipping point, with no customer acceptance provisions.  The cost of price promotions and discounts are treated as reductions of sales.  No products are sold on consignment.  Credit sales are recorded as trade accounts receivable and no collateral is required.  Net sales from items sold through our retail locations are recognized at the time of sale.

Cost of Sales, Vendor Allowances, Policy [Policy Text Block]

Sales Discounts and Depletion Allowances

We record sales discounts and depletion allowances as a reduction of sales at the time of the sale. For FY15 and FY14, sales discounts and depletion allowances totaled $4.1 million and $1.7 million, respectively.

Cost of Sales, Policy [Policy Text Block]

Cost of Sales

Cost of sales includes costs associated with grape growing, grapes purchased from vineyards we do not own, bulk wine and finished goods purchases, packaging materials, winemaking and production costs, vineyard and production administrative support and overhead costs, purchasing and receiving costs and certain warehousing costs.  No further costs are allocated to inventory once the product is bottled and available for sale. Inventory reserves and provisions are included in cost of sales.

Expense Allocation [Policy Text Block]

Expense Allocation

The LLC Operating Agreement provides that substantially all expenses incurred by or attributable to the Company, income tax expenses and payments on indebtedness are borne by the LLC.

Advertising Costs, Policy [Policy Text Block]

Sales and Marketing Expense

Sales and marketing expenses consist primarily of costs for non-manufacturing personnel, advertising and other marketing promotions. Advertising costs are expensed as incurred. For FY15 and FY14, advertising expense totaled approximately $0.6 million and $0.2 million, respectively.

Selling, General and Administrative Expenses, Policy [Policy Text Block]

General and Administrative Expenses

General and administrative expenses include the costs associated with our administrative staff and other expenses related to our non-manufacturing functions.

Shipping and Handling Cost, Policy [Policy Text Block]

Shipping and Handling Fees and Costs

We report the amounts billed to our customers for shipping and handling as sales, and we report the costs we incur for shipping and handling as a sales and marketing expense.  Our gross margins may not be comparable to other companies in the same industry as other companies may include shipping and handling costs as a cost of sales.  For FY15 and FY14, shipping costs were $1.5 million and $0.8 million, respectively.

Income Tax, Policy [Policy Text Block]

Income Tax and Deferred Tax Asset Valuation

The LLC is treated as a partnership under the Internal Revenue Code of 1986, as amended (the “Code”). The members separately account for their pro-rata share of income, deductions, losses, and credits. Therefore, no provision is made for the LLC’s share of net income (loss) in the consolidated financial statements for liabilities for federal, state, or local income taxes since such liabilities are the responsibility of the individual members.

As of June 30, 2015, there are no material uncertain tax positions and we expect no major changes in the next 12 months. We file income tax returns in the U.S. federal and various state jurisdictions. We are no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2009.

The provision for income taxes is calculated using the liability method of accounting. Under the liability method, deferred tax assets and liabilities are recognized based on the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing net deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. When we do not believe the realization of a deferred tax asset is likely, we record a valuation allowance. The valuation allowance is evaluated at the end of each year, considering positive and negative evidence about whether the deferred tax assets will be realized.

We are subject to income taxes in the U.S. and state jurisdictions. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. Accounting for income tax uncertainties requires a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than fifty percent likely of being realized upon settlement.

We adjust the reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions as well as related interest and penalties.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-Based Compensation

Stock-based compensation is recognized in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 – Compensation – Stock Compensation (“ASC Topic 718”).  ASC Topic 718 requires the measurement of compensation for stock-based awards based on the estimated fair values at the grant date for equity classified awards and the recognition of the related compensation expense over the appropriate vesting period.  Under ASC Topic 718, compensation expense is based, among other things, on (i) the classification of an award, (ii) assumptions relating to fair value measurement such as the value of the stock of Truett-Hurst and its volatility, the expected term of the award and forfeiture rates, and (iii) whether performance criteria, if any, have been met. We use both internal and external data to assess compensation expense. Changes in these estimates could significantly impact stock based compensation expense in the future.  The expected term of the option is based upon the contractual term, expected employee exercise and expected post-vesting employment termination behavior.

We account for equity instruments issued to non-employees in accordance with FASB ASC Topic 505-50, Equity Based Payments to Non-Employees.  Equity instruments issued to non-employees are recorded at their fair value on the measurement date and are subject to periodic market adjustments as the underlying equity instruments vest.

New Accounting Pronouncements, Policy [Policy Text Block]

Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-05: Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement (“ASU 2015-05”). The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the update specifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. The update further specifies that the customer should account for a cloud computing arrangement as a service contract if the arrangement does not include a software license. ASU 2015-05 will be effective for us in FY16. We are in the process of assessing the future impact of this update to the consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03: Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). The update sets forth a requirement that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs is not affected by the amendments in this update. ASU 2015-03 will be effective for us in FY16. We are in the process of assessing the future impact of this update to the consolidated financial statements.

In August, 2015 , the FASB issued ASU No. 2015-15 to clarify the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements given the lack of guidance on this topic in ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The SEC staff has announced that it would “not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement.”

In August 2014, the FASB issued ASU No. 2014-15: Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The update sets forth a requirement for management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. ASU 2014-15 will be effective for us in FY17. We are in the process of assessing the future impact of this update to the consolidated financial statements.

We have reviewed all recently issued, but not yet effective, accounting pronouncements and we do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our consolidated financial condition or the consolidated results of our operations.

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OTHER ASSETS (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Asset Impairment Charges, Total	$ 400
Other Assets [Member]
Amortization Expenses	$ 100	$ 70

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INVENTORIES (Details Textual) $ in Thousands	1 Months Ended	2 Months Ended	12 Months Ended
	Mar. 31, 2015	May. 31, 2015	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)
Inventory, Net, Total			$ 22,127	$ 17,179
Inventory Write-down			623	$ 0
Asset Impairment Charges, Total			$ 400
CA Winecraft [Member]
Number Of Produced Products	48,000
Number Of Shipped Products		33,000
Number Of Additional Produced Products			32,000
Number Of Purchased Products By Consumers			5,000
Number Of Products In Our Inventory			45,000
Inventory, Net, Total			$ 200
Inventory Write-down			500
Asset Impairment Charges, Total			$ 100

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SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Segment Reporting Information [Line Items]
Net Sales	$ 26,626	$ 22,057
Cost of sales	17,885	14,628
Gross Margin	$ 8,741	$ 7,429
Gross Margin Percentage	32.80%	33.70%
Wholesale [Member]
Segment Reporting Information [Line Items]
Net Sales	$ 16,803	$ 15,808
Cost of sales	13,415	11,668
Gross Margin	$ 3,388	$ 4,140
Gross Margin Percentage	20.20%	26.20%
Direct To Consumer [Member]
Segment Reporting Information [Line Items]
Net Sales	$ 4,839	$ 4,038
Cost of sales	1,768	1,565
Gross Margin	$ 3,071	$ 2,473
Gross Margin Percentage	63.50%	61.20%
Internet [Member]
Segment Reporting Information [Line Items]
Net Sales	$ 4,984	$ 2,211
Cost of sales	2,702	1,395
Gross Margin	$ 2,282	$ 816
Gross Margin Percentage	45.80%	36.90%

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TAXES (Tables)

12 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

Income tax expense (benefit) for FY15 and FY14 consists of:

	Fiscal Year Ended June 30, 2015
	(in thousands)
	Current		Deferred		Total
U.S. federal	$	-	$	-	$	-
State and local		2		-		2
	$	2	$	-	$	2

	Fiscal Year Ended June 30, 2014
	(in thousands)
	Current		Deferred		Total
U.S. federal	$	-	$	(156)	$	(156)
State and local		2		(27)		(25)
	$	2	$	(183)	$	(181)

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

The differences between income taxes computed using the 34% statutory federal income tax rate and our effective tax rate are summarized as follows:

	As of June 30,
	(in thousands)
	2015		2014
Computed tax at statutory rate	$	(899)	$	(471)
State taxes, net of federal benefit		(74)		(26)
Rate benefit as a LLC		430		303
Other permanent differences		40		13
Valuation allowance		505		-
Income tax expense (benefit)	$	2	$	(181)

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

Components of deferred tax assets (liabilities) consist of the following: 

	As of June 30,
	(in thousands)
	2015		2014
Deferred tax assets:
Accrued compensation	$	30	$	46
Share-based compensation		53		66
Intangible assets		5,693		3,058
Sales returns		117		-
Net operating losses		1,040		231
Other		108		90
Gross deferred tax assets		7,041		3,491
Valuation allowance		(6,678)		(3,008)
Total deferred tax assets, net of valuation allowance		363		483
Deferred tax liabilities:
Inventories		(142)		(272)
Unrealized gain		(3)		(12)
Property and equipment		(218)		(199)
Other		-		-
Total deferred tax liability		(363)		(483)
Net deferred taxes	$	-	$	-

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COMMITMENTS AND CONTINGENCIES (Details 1) - USD ($) $ in Thousands		Jun. 30, 2015	Jun. 30, 2014
Long term debt:
Total notes payable		$ 3,640	$ 3,860
Less LTD current maturities		(368)	(333)
Total long term debt		3,272	3,527
Notes Payable One [Member]
Long term debt:
Total notes payable	[1]	2,987	3,122
Notes Payable Two [Member]
Long term debt:
Total notes payable	[2]	21	70
Notes Payable Three [Member]
Long term debt:
Total notes payable	[3]	193	263
Notes Payable Four [Member]
Long term debt:
Total notes payable	[4]	326	406
Notes Payable Five [Member]
Long term debt:
Total notes payable	[5]	$ 113	$ 0

[1] Note payable to a bank, collateralized by a deed of trust on property payable monthly in principal payments of $11,270 plus interest, matures May 31, 2022, variable interest of 2.25% above LIBOR.

[2] Note payable to a bank, collateralized by equipment payable monthly with principal and interest payments of $4,226, matures November 1, 2015; at 3.75% interest.

[3] Note payable to a bank, collateralized by equipment payable monthly with principal and interest payments of $6,535, matures January 15, 2018; at 3.75% interest.

[4] Note payable to a bank, collateralized by equipment payable monthly with principal and interest payments of $7,783, matures March 1, 2019; at 3.75% interest.

[5] On November 30, 2014, we acquired the unrestricted use of the Stonegate trademark in exchange for a trademark release payment which is to be made over time and is accounted for as a note payable. The note payable has three equal installments: a) within five days of November 30, 2014, b) on October 15, 2015, and c) on July 31, 2016. The note does not accrue interest outstanding on the principal. An imputed interest rate of 5.5% was assessed under GAAP and the impact was considered immaterial.

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STOCK-BASED COMPENSATION (Details 3)	12 Months Ended
	Jun. 30, 2015 $ / shares shares
Restricted Stock [Member]
Number of Shares, Outstanding	148,928
Number of Shares, Granted	35,201
Number of Shares, Vested	(86,802)
Number of Shares, Forfeited, canceled or expired	0
Number of Shares, Outstanding	97,327
Weighted Average Grant Date Fair Value Per Share, Outstanding (in dollars per share) | $ / shares	$ 4.89
Weighted Average Grant Date Fair Value Per Share, Granted | $ / shares	3.80
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares	3.43
Weighted Average Grant Date Fair Value Per Share, Outstanding (in dollars per share) | $ / shares	$ 3.24
Restricted Stock Units (RSUs) [Member]
Number of Shares, Outstanding	87,500
Number of Shares, Granted	0
Number of Shares, Vested	(21,875)
Number of Shares, Forfeited, canceled or expired	0
Number of Shares, Outstanding	65,625
Weighted Average Grant Date Fair Value Per Share, Outstanding (in dollars per share) | $ / shares	$ 5.00
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares	5.00
Weighted Average Grant Date Fair Value Per Share, Outstanding (in dollars per share) | $ / shares	$ 5.00

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STOCKHOLDERS' EQUITY (Details Textual) - shares	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Class of Stock [Line Items]
Conversion of Stock, Shares Converted	1,100,000
Convertible LLC Units [Member]
Class of Stock [Line Items]
Conversion of Stock, Shares Converted	1,100,000
Common Class A [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	15,000,000	15,000,000
Conversion of Stock, Shares Converted	1,100,000
Common Stock, Shares, Issued	4,010,120	3,750,472
Common Stock, Shares, Outstanding	4,010,120	3,750,472
Common Class A [Member] | Convertible LLC Units [Member]
Class of Stock [Line Items]
Conversion of Stock, Shares Converted	200,000	900,000
Common Class B [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	1,000	1,000
Common Stock, Shares, Issued	8	9
Common Stock, Shares, Outstanding	8	9

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GOODWILL AND INTANGIBLE ASSETS (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Aug. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	$ 100	$ 100
Allocation Of Gains And Losses In Percentage			50.00%
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles			$ 500
Goodwill, Fair Value Disclosure			$ 100
Asset Impairment Charges, Total	400
Goodwill, Impairment Loss	100
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	300
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	$ 40

XML

SUMMARY OF CRITICAL ACCOUNTING POLICIES

12 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

NOTE 2 – SUMMARY OF CRITICAL ACCOUNTING POLICIES

Basis of Presentation

Preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP” or “GAAP”) requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include inventory valuation, equity-based compensation, contingencies, income tax and deferred tax asset and liability valuation and fair value measurements for goodwill and other long-lived assets used in our initial recording and evaluation of impairment for such assets. We base our estimates on historical experience and on various other assumptions that management believes are reasonable under the given circumstances. These estimates could be materially different under different conditions and assumptions. Additionally, the actual amounts could differ from the estimates made. Management periodically evaluates estimates used in the preparation of our consolidated financial statements for continued reasonableness. We prospectively apply appropriate adjustments, if any, to our estimates based upon our periodic evaluation.

Reclassifications

Certain prior year amounts in the consolidated financial statements and notes thereto have been reclassified to conform to the current year presentation. These reclassifications had no effect on the reported consolidated results of operations.

Critical Accounting Policies

Liquidity and Capital Resources

The terms of our bank loans require, among other things, compliance with certain financial covenants, including, without limitation, a minimum current assets to current liabilities ratio (measured quarterly), debt to effective tangible net worth ratio (measured quarterly), debt service coverage ratio (measured annually), and minimum EBITDA (measured at December 31, 2015 and March 31, 2016). For additional information related to our bank loans, see Part II, Item 8, Note 8, “Commitments and Contingencies.”

Accounts Receivable

Accounts receivable consists primarily of trade receivables from customers who tend to be large distributors.  We review accounts receivable regularly and make estimates for allowance for doubtful accounts when there is doubt as to the collectability of individual balances.  In evaluating the collectability of individual receivable balances, we consider many factors, including the age of the balance, the customer’s historical payment history, its current credit worthiness, and current economic trends.  Bad debts are written off after all collection efforts have ceased. We generally do not require collateral from our customers. We do not accrue interest on past-due amounts.  

An allowance for doubtful accounts was not recorded for FY15 or FY14, as bad debts have historically been negligible.

Inventories

Inventories consist primarily of bulk and bottled wine, capitalized cultural costs, merchandise and purchased grapes valued at the lower of cost or market using the first-in, first-out or specific identification method.  In accordance with general wine industry practice, bulk and bottled wine inventories are included in current assets, although a portion of such inventories may be aged for a period longer than one year. Costs related to growing grapes on our vineyards are reflected in inventories as capitalized cultural costs. Upon completion of the harvest, these costs are included in bulk wine.  Costs associated with winemaking and the production of wine are reflected in inventories as bulk wine until the wine has been bottled and is available for sale.

We assess the valuation of our inventories and reduce the carrying value of those inventories that are obsolete or in excess of our forecasted usage to its estimated net realizable value. We estimate the net realizable value of such inventories based on analyses and assumptions including, but not limited to, historical usage, future demand and market requirements. Reductions to the carrying value of inventories are recorded in cost of product sold. If the future demand for our products is less favorable than our forecasts, then the value of the inventories may be required to be reduced, which could result in material additional expense and may have a material adverse impact on our financial statements.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization.  Depreciation and amortization are calculated on a straight-line basis over the useful lives of the asset, principally twenty to forty years for building and improvements, five years for machinery and equipment, seven to fifteen years for vineyard development, ten to twenty years for vineyard equipment, five to ten years for furniture and fixtures, the shorter of estimated useful life or lease term, generally five years for leasehold improvements and five years for vehicles.  Costs incurred in developing vineyards are capitalized and depreciation commences when the related vineyard becomes commercially productive.

Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized.  Expenditures for maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included as a component of income (loss) from operations.

Impairment of Long-lived Assets

We review our long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.   Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted cash flows expected to be generated by the asset.  If the carrying amount of an asset exceeds its estimated undiscounted cash flows, an impairment loss is recognized to the extent that the carrying value of the asset exceeds its fair value.

Goodwill and Intangible Assets

We review our goodwill and indefinite lived intangible assets annually for impairment, or sooner, if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We use April 1 as our annual impairment test measurement date.     Indefinite lived intangible assets consist primarily of trademarks.  Intangible assets determined to have a finite life are amortized over their estimated useful lives, principally four years for the customer lists and non-compete agreement, five years for proprietary technology and ten years for the trademark.  Patents are amortized over their estimated legal lives.  

Other Assets

Other assets are amortized over their estimated useful lives, principally five years for label design costs, ten years for loan fees, ten years for lease costs – related party, and five years for website design costs. Label designs are evaluated for impairment in accordance with our policy on impairment of long lived assets. 

Revenue Recognition

We recognize wine sales when the product is shipped and title passes to the customer.  Our standard terms are ‘FOB’ shipping point, with no customer acceptance provisions.  The cost of price promotions and discounts are treated as reductions of sales.  No products are sold on consignment.  Credit sales are recorded as trade accounts receivable and no collateral is required.  Net sales from items sold through our retail locations are recognized at the time of sale.

Sales Discounts and Depletion Allowances

We record sales discounts and depletion allowances as a reduction of sales at the time of the sale. For FY15 and FY14, sales discounts and depletion allowances totaled $4.1 million and $1.7 million, respectively.

Cost of Sales

Cost of sales includes costs associated with grape growing, grapes purchased from vineyards we do not own, bulk wine and finished goods purchases, packaging materials, winemaking and production costs, vineyard and production administrative support and overhead costs, purchasing and receiving costs and certain warehousing costs.  No further costs are allocated to inventory once the product is bottled and available for sale. Inventory reserves and provisions are included in cost of sales.

Expense Allocation

The LLC Operating Agreement provides that substantially all expenses incurred by or attributable to the Company, income tax expenses and payments on indebtedness are borne by the LLC.

Sales and Marketing Expense

Sales and marketing expenses consist primarily of costs for non-manufacturing personnel, advertising and other marketing promotions. Advertising costs are expensed as incurred. For FY15 and FY14, advertising expense totaled approximately $0.6 million and $0.2 million, respectively.

General and Administrative Expenses

General and administrative expenses include the costs associated with our administrative staff and other expenses related to our non-manufacturing functions.

Shipping and Handling Fees and Costs

We report the amounts billed to our customers for shipping and handling as sales, and we report the costs we incur for shipping and handling as a sales and marketing expense.  Our gross margins may not be comparable to other companies in the same industry as other companies may include shipping and handling costs as a cost of sales.  For FY15 and FY14, shipping costs were $1.5 million and $0.8 million, respectively.

Income Tax and Deferred Tax Asset Valuation

The LLC is treated as a partnership under the Internal Revenue Code of 1986, as amended (the “Code”). The members separately account for their pro-rata share of income, deductions, losses, and credits. Therefore, no provision is made for the LLC’s share of net income (loss) in the consolidated financial statements for liabilities for federal, state, or local income taxes since such liabilities are the responsibility of the individual members.

As of June 30, 2015, there are no material uncertain tax positions and we expect no major changes in the next 12 months. We file income tax returns in the U.S. federal and various state jurisdictions. We are no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2009.

The provision for income taxes is calculated using the liability method of accounting. Under the liability method, deferred tax assets and liabilities are recognized based on the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing net deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. When we do not believe the realization of a deferred tax asset is likely, we record a valuation allowance. The valuation allowance is evaluated at the end of each year, considering positive and negative evidence about whether the deferred tax assets will be realized.

We are subject to income taxes in the U.S. and state jurisdictions. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. Accounting for income tax uncertainties requires a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than fifty percent likely of being realized upon settlement.

We adjust the reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions as well as related interest and penalties.

Stock-Based Compensation

Stock-based compensation is recognized in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 – Compensation – Stock Compensation (“ASC Topic 718”).  ASC Topic 718 requires the measurement of compensation for stock-based awards based on the estimated fair values at the grant date for equity classified awards and the recognition of the related compensation expense over the appropriate vesting period.  Under ASC Topic 718, compensation expense is based, among other things, on (i) the classification of an award, (ii) assumptions relating to fair value measurement such as the value of the stock of Truett-Hurst and its volatility, the expected term of the award and forfeiture rates, and (iii) whether performance criteria, if any, have been met. We use both internal and external data to assess compensation expense. Changes in these estimates could significantly impact stock based compensation expense in the future.  The expected term of the option is based upon the contractual term, expected employee exercise and expected post-vesting employment termination behavior.

We account for equity instruments issued to non-employees in accordance with FASB ASC Topic 505-50, Equity Based Payments to Non-Employees.  Equity instruments issued to non-employees are recorded at their fair value on the measurement date and are subject to periodic market adjustments as the underlying equity instruments vest.

Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-05: Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement (“ASU 2015-05”). The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the update specifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. The update further specifies that the customer should account for a cloud computing arrangement as a service contract if the arrangement does not include a software license. ASU 2015-05 will be effective for us in FY16. We are in the process of assessing the future impact of this update to the consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03: Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). The update sets forth a requirement that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs is not affected by the amendments in this update. ASU 2015-03 will be effective for us in FY16. We are in the process of assessing the future impact of this update to the consolidated financial statements.

In August, 2015 , the FASB issued ASU No. 2015-15 to clarify the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements given the lack of guidance on this topic in ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The SEC staff has announced that it would “not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement.”

In August 2014, the FASB issued ASU No. 2014-15: Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The update sets forth a requirement for management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. ASU 2014-15 will be effective for us in FY17. We are in the process of assessing the future impact of this update to the consolidated financial statements.

We have reviewed all recently issued, but not yet effective, accounting pronouncements and we do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our consolidated financial condition or the consolidated results of our operations.

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NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Loss Per Share
Basic and dilutive Class A common weighted average shares (in shares)	3,862,214	3,621,455
Basic and diluted loss per share (in dollars per share)	$ (0.35)	$ (0.15)
Truett-Hurst, Inc [Member]
Earnings Per Share Basic And Diluted [Line Items]
Net loss attributable to Truett-Hurst, Inc.	$ (1,361)	$ (528)

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OTHER CURRENT ASSETS (Details Textual) - USD ($) $ in Thousands	Jun. 30, 2015	Jun. 30, 2014
Other Current Assets [Line Items]
Other Assets, Current	$ 316	$ 161
Other Prepaid Expenses [Member]
Other Current Assets [Line Items]
Other Assets, Current	300	100
Interest Rate Swap [Member]
Other Current Assets [Line Items]
Other Assets, Current	$ 20	$ 70

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OTHER ASSETS (Tables)

12 Months Ended

Jun. 30, 2015

Other Assets, Noncurrent Disclosure [Abstract]

Schedule of Other Assets, Noncurrent [Table Text Block]

Other assets consist of the following:

	As of June 30,
	(in thousands)
	2015		2014
Label design	$	371	$	247
Loan fees		18		18
Lease costs - related party		23		23
Software		151		144
Website design		66		55
Other		-		1
		629		488
Less: accumulated amortization		(222)		(107)
Total other assets, net	$	407	$	381

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Expected future amortization expense on other assets are as follows:

Years ending June 30:
( in thousands)
2016	$	119
2017		109
2018		99
2019		55
2020		19
Thereafter		6
Total future amortization expense	$	407

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GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill [Table Text Block]

Intangible asset balances are summarized as follows:

	As of June 30,
	(in thousands)
	2015		2014
Finite lives:
Customer lists	$	-	$	213
Trademarks		-		169
Proprietary technology		-		95
Non-compete agreement		-		38
Patents		44		42
		44		557
Less accumulated amortization		(1)		(189)
		43		368
Indefinite lives:
Trademarks		438		261
	$	481	$	629

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COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) $ in Thousands, shares in Millions		1 Months Ended				12 Months Ended
	Jul. 15, 2015	Nov. 30, 2014	Feb. 26, 2013	Sep. 30, 2012	Feb. 28, 2011	Jun. 30, 2015	Jun. 30, 2014
Commitments And Contingencies [Line Items]
Percentage Of Annual Increase Rent For Tasting and Winery				3.00%
Operating Leases, Rent Expense, Net						$ 300	$ 300
Tax Benefit Tax Receivable Percent						90.00%
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent						$ 6,400
Conversion of Stock, Shares Converted						1.1
Long Term Liability Due To LLC Unit Holders						$ 5,700
Inventory, Finished Goods, Gross						5,300
Difference In Recorded Deferred Tax Asset						600
Annual Rent For Tasting					$ 100
Provision For Loss Of Deposit			$ 500			0	490
Purchase Obligation, Due			$ 800			5,363
Agreement Term			7 years
Deferred Tax Assets, Valuation Allowance						$ 6,678	$ 3,008
Service Agreement Description						We enter into various contracts with third party service providers for grape crushing and bottling. The costs are recorded in the period for which the service is provided. The actual costs related to custom crush services are based on volume. Our current contract for custom crush only covers the 2015 harvest. Our current bottling contract requires a minimum of 200,000 cases at $2.40 per case to be bottled in a one year period.
Line of Credit [Member]
Commitments And Contingencies [Line Items]
Debt Instrument, Maturity Date	Jul. 31, 2016
Line of Credit Facility, Interest Rate During Period	2.25%					2.25%
Line of Credit Facility, Interest Rate Description	One-Month LIBOR Rate					we had a $9 million revolving line of credit with a maturity date of July 31, 2015 with an annual interest rate of 1.75% above LIBOR on the outstanding balance at June 30, 2015 the rate was 2.52%. On July 15, 2015, the line of credit commitment was increased to $10 million and the maturity date was extended to July 31, 2016. The outstanding balance on the new revolving line of credit accrues interest at an increased annual rate of 2.25% above LIBOR.
Long-term Line of Credit	$ 500					$ 500
Line of Credit Facility, Interest Rate at Period End	2.44%
Equipment Line Of Credit [Member]
Commitments And Contingencies [Line Items]
Line of Credit Facility, Interest Rate Description						One-Month LIBOR Rate
Common Class A [Member]
Commitments And Contingencies [Line Items]
Conversion of Stock, Shares Converted						1.1
Hurst Trust [Member]
Commitments And Contingencies [Line Items]
Limited Guaranty Percentage	61.00%
Dolan 2005 Trust [Member]
Commitments And Contingencies [Line Items]
Limited Guaranty Percentage	23.00%
Dolan 2003 Trust [Member]
Commitments And Contingencies [Line Items]
Limited Guaranty Percentage	23.00%
Carroll Obremskey Trust [Member]
Commitments And Contingencies [Line Items]
Limited Guaranty Percentage	48.00%
Convertible LLC Units [Member]
Commitments And Contingencies [Line Items]
Conversion of Stock, Shares Converted						1.1
Convertible LLC Units [Member] | Common Class A [Member]
Commitments And Contingencies [Line Items]
Conversion of Stock, Shares Converted						0.2	0.9
Notes Payable To Related Party [Member]
Commitments And Contingencies [Line Items]
Debt Instrument, Maturity Date						May 03, 2015
Debt Instrument, Interest Rate During Period						4.50%
Debt Instrument, Periodic Payment						$ 6,245
Related Party [Member]
Commitments And Contingencies [Line Items]
Significant Inventory Supply Commitment Amount Recognized						$ 300	$ 1,200
Notes Payable To Bank One [Member]
Commitments And Contingencies [Line Items]
Debt Instrument, Maturity Date						May 31, 2022
Debt Instrument, Periodic Payment						$ 11,270
Line of Credit Facility, Interest Rate Description						2.25% above LIBOR
Notes Payable To Bank Two [Member]
Commitments And Contingencies [Line Items]
Debt Instrument, Maturity Date						Nov. 01, 2015
Debt Instrument, Interest Rate During Period						3.75%
Debt Instrument, Periodic Payment						$ 4,226
Notes Payable To Bank Three [Member]
Commitments And Contingencies [Line Items]
Debt Instrument, Maturity Date						Jan. 15, 2018
Debt Instrument, Interest Rate During Period						3.75%
Debt Instrument, Periodic Payment						$ 6,535
Notes Payable To Bank Four [Member]
Commitments And Contingencies [Line Items]
Debt Instrument, Maturity Date						Mar. 01, 2019
Debt Instrument, Interest Rate During Period						3.75%
Debt Instrument, Periodic Payment						$ 7,783
Notes Payable To Bank Five [Member]
Commitments And Contingencies [Line Items]
Debt Instrument, Interest Rate During Period		5.50%

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PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Jun. 30, 2014
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 7,586	$ 6,939
Less accumulated depreciation and amortization	(1,835)	(1,386)
Total property and equipment, net	5,751	5,553
Land and Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	2,804	2,804
Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	1,844	1,756
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	1,785	1,233
Vineyard Development [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	353	353
Vineyard Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	327	327
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	260	256
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	120	117
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 93	$ 93

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COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]

Future lease commitments are as follows:

Years ending June 30:
( in thousands)
2016	$	335
2017		316
2018		326
2019		310
2020		329
Thereafter		225
Total future lease commitments	$	1,841

Schedule Of Long Term Debt Borrowings [Table Text Block]

Borrowings consisted of the following (in thousands except payment information):

		As of June 30,
		(in thousands)
		2015		2014
Long term debt:
Note 1	(1)	$	2,987	$	3,122
Note 2	(2)		21		70
Note 3	(3)		193		263
Note 4	(4)		326		406
Note 5	(5)		113		-
Total notes payable			3,640		3,860
Less LTD current maturities			(368)		(333)
Total long term debt		$	3,272	$	3,527

⁽¹⁾ Note payable to a bank, collateralized by a deed of trust on property payable monthly in principal payments of $11,270 plus interest, matures May 31, 2022, variable interest of 2.25% above LIBOR.

⁽²⁾ Note payable to a bank, collateralized by equipment payable monthly with principal and interest payments of $4,226, matures November 1, 2015; at 3.75% interest.

⁽³⁾ Note payable to a bank, collateralized by equipment payable monthly with principal and interest payments of $6,535, matures January 15, 2018; at 3.75% interest.

⁽⁴⁾ Note payable to a bank, collateralized by equipment payable monthly with principal and interest payments of $7,783, matures March 1, 2019; at 3.75% interest.

⁽⁵⁾ On November 30, 2014, we acquired the unrestricted use of the Stonegate trademark in exchange for a trademark release payment which is to be made over time and is accounted for as a note payable. The note payable has three equal installments: a) within five days of November 30, 2014, b) on October 15, 2015, and c) on July 31, 2016. The note does not accrue interest outstanding on the principal. An imputed interest rate of 5.5% was assessed under GAAP and the impact was considered immaterial.

Schedule Of Future Principal And Interest Payments [Table Text Block]

Future principal and interest payments for the long-term debt are as follows:

Fiscal years ended June 30:
( in thousands)
2016	$	368
2017		353
2018		269
2019		204
2020		135
Thereafter		2,311
		3,640
Add: Estimated interest		741
Total	$	4,381

Schedule Of Notes To Related Party [Table Text Block]

Notes to related parties consisted of the following (in thousands except payment information):

		As of June 30,
		(in thousands)
Related party note:		2015		2014
Note	(1)	$	-	$	67
Less current maturities			-		(67)
Total related party note		$	-	$	-

⁽¹⁾ Note payable to a member for the repurchase of a certain percentage of their ownership interest in the LLC pursuant to exercise of put right; unsecured; payable monthly in principal and interest payments of $6,245; matured May 3, 2015, at 4.5% interest.

Purchase Commitment, Excluding Long-term Commitment [Table Text Block]

Future minimum inventory commitments are as follows:

Years ending June 30:	Third Parties		Related Parties		Total
	(in thousands)
2016	$	4,872	$	491	$	5,363
2017		1,040		479		1,519
2018		388		480		868
2019		191		273		464
Thereafter		-		-		-
Total	$	6,491	$	1,723	$	8,214

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

12 Months Ended

Jun. 30, 2015

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

Accounts payable and accrued expenses consist of the following:

	As of June 30,
	(in thousands)
	2015		2014
Accounts payable	$	2,969	$	2,746
Accrued expenses		290		107
Commission		132		163
Depletion allowances		525		29
Personnel		242		114
Professional fees		18		35
Total accounts payable and accrued expenses	$	4,176	$	3,194

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BUSINESS

12 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations [Text Block]

NOTE 1 – BUSINESS

Business

Truett-Hurst, Inc. is a holding company formed in Delaware and its sole asset is the controlling member equity interest in H.D.D. LLC. The audited consolidated financial statements as of and for the year ended June 30, 2015 and June 30, 2014 include the results of Truett-Hurst, Inc. subsidiaries: H.D.D. LLC (“LLC”) and its consolidated subsidiary, The Wine Spies, LLC (“Wine Spies”) (collectively, “we,” “Truett-Hurst,” “our,” “us,” or “the Company”).  We refer to The Wine Spies, LLC as Wine Spies. Truett-Hurst consolidates the financial results of the LLC and subsidiary, and record a noncontrolling interests for the economic interest in the LLC and its subsidiary.  Noncontrolling interests represent the portion of equity ownership in subsidiaries that are not attributable to Truett-Hurst, Inc.

We operate and control all of the business and affairs and consolidate the financial results of the LLC. In addition, pursuant to the limited liability company agreement of the LLC, we have the right to determine when distributions will be made to the members of the LLC and the amount of  distributions. If we authorize a distribution, such distribution will be made to the members of the LLC pro rata in accordance with the percentages of their respective limited liability company interests.

Quantities or results referred to as “to date” or “as of this date” mean as of or to June 30, 2015, unless otherwise specifically noted. References to “FY” or “fiscal year” refer to our fiscal year ending on June 30^th of the designated year. For example, “FY14” and “fiscal year 2014” each refer to the fiscal year ended June 30, 2014 and “FY15” and “fiscal year 2015” each refer to the fiscal year ended June 30, 2015. This Annual Report on Form 10-K references certain trademarks and registered trademarks of ours and products or service names of other companies mentioned in this Annual Report on Form 10-K may be trademarks or registered trademarks of their respective owners.

Formation Transactions  

On June 19, 2013, the limited liability company agreement of the LLC was amended and restated to, among other things, modify its capital structure by replacing the different classes of interests previously held by our then-existing owners with a single new class of units that we refer to as “LLC Units.” We entered into an exchange agreement under which the existing owners have the right to exchange their LLC Units for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

As of June 30, 2015 there were 3.0 million LLC Units held by parties other than Truett-Hurst, Inc. which upon exercise of the right to exchange would exchange for 3.0 million shares of Class A common stock. As of June 30, 2015, there have been 1.1 million LLC units exchanged.

In connection with the IPO, one share of Class B common stock was distributed to each existing holder of LLC Units, each of which provides its owner with no economic rights but entitles the holder, without regard to the number of shares of Class B common stock held by such holder, to one vote on matters presented to our stockholders for each LLC Unit held by such holder. Holders of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law.

As of June 30, 2015, our founders and affiliates  control 48% of the combined voting power through their ownership of our outstanding Class A common stock and/or Class B common stock. Prior to conversion of their LLC Units, each holder of LLC Units holds a single share of our Class B common stock. Accordingly, our founders and affiliates have significant influence on the election of members of our board of directors, and thereby to influence on our management and affairs.

The LLC Agreement provides that substantially all expenses incurred by or attributable to us (such as expenses incurred in connection with the IPO), but not including obligations incurred under the Tax Receivable Agreement (see below), our income tax expenses and payments on indebtedness incurred by us, are to be borne by the LLC.

Exchange Agreement

Prior to the completion of the IPO, we entered into an exchange agreement with the existing owners of the LLC, several of whom are directors and/or officers.  Under the exchange agreement, each 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 our election. As a holder exchanges their LLC Units, our interest in the LLC will be correspondingly increased. During FY14, certain LLC members exchanged 0.9 million LLC units, on a one-for-one basis, for shares of Class A common stock of the Company, under the exchange agreement. During FY15, certain LLC members exchanged 0.2 million LLC units, on a one-for-one basis, for shares of Class A common stock of the Company, under the exchange agreement.

Tax Receivable Agreement

Prior to the completion of the IPO, we entered into a tax receivable agreement with the LLC members. The agreement provides for the payment from time to time by us, 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 us 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. For purposes of the agreement, the benefit deemed realized by the corporate taxpayer will be computed by comparing the actual income tax liability of the corporate taxpayer (calculated with certain assumptions) to the amount of such taxes that the corporate taxpayer would have been required to pay had there been no increase to the tax basis of the assets of the LLC as a result of the exchanges, and had the corporate taxpayer not entered into the agreement. 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.

H.D.D. LLC intends to make an election under Section 754 of the Internal Revenue Code (the "Code") effective for each taxable year in which an exchange of LLC Units for shares of Class A common stock as described above occurs, which may result in an adjustment to the tax basis of the assets of H.D.D. LLC at the time of an exchange of LLC Units. As a result of these exchanges, Truett-Hurst Inc. will become entitled to a proportionate share of the existing tax basis of the assets of H.D.D. LLC. In addition, the purchase of Holdings Units and subsequent exchanges are expected to result in increases in the tax basis of the assets of H.D.D. LLC that otherwise would not have been available.

Both this proportionate share and these increases in tax basis may reduce the amount of tax that Truett-Hurst, Inc. would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

We recorded deferred tax assets of $6.4 million related to the exchange of 1.1 million LLC units for an equal amount of THI Class A common stock during FY14 and FY15. We recorded a $5.7 million long-term liability due to LLC unit holders who converted their units to shares which represents 90% of the estimated tax benefits and $0.6 million for the difference in the recorded deferred tax asset and computed TRA liability and recorded as an adjustment to equity. Additionally, we recorded a valuation allowance on our deferred tax assets for $6.4 million as it was determined that it was more likely than not that the tax benefits would not be realized, which resulted in corresponding adjustments to the TRA liability and equity as mentioned above.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, enacted on April 5, 2012 (“JOBS Act”).  For as long as we are an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding stockholder advisory “say-on-pay” votes on executive compensation and stockholder advisory votes on golden parachute compensation.

The JOBS Act also provides that an “emerging growth company” can utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. However, we chose to “opt out” of such extended transition period, and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for companies that are not “emerging growth companies.”

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OUT OF DATE PRODUCT (Tables)

12 Months Ended

Jun. 30, 2015

Out Of Date Product [Abstract]

Schedule Of Estimated Cost Associated With Out Of Date Product [Table Text Block]

The amounts recorded on our consolidated statement of operations is set forth below:

	For the year ended
	June 30, 2015
	(in thousands)
Reduction in sales	$	582
Increase in cost of sales		209
	$	791

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SUMMARY OF CRITICAL ACCOUNTING POLICIES (Details Textual) - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Summary of Significant Accounting Policies [Line Items]
Sales Discounts, Returns and Allowances, Goods, Total	$ 4.1	$ 1.7
Advertising Expense	0.6	0.2
Shipping, Handling and Transportation Costs	$ 1.5	$ 0.8
Property, Plant and Equipment, Depreciation Methods	straight-line basis
Noncompete Agreements [Member]
Summary of Significant Accounting Policies [Line Items]
Finite-Lived Intangible Asset, Useful Life	4 years
Lease Costs Related Party [Member]
Summary of Significant Accounting Policies [Line Items]
Finite-Lived Intangible Asset, Useful Life	10 years
Proprietary Technology [Member]
Summary of Significant Accounting Policies [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years
Machinery and Equipment [Member]
Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Leasehold Improvements [Member]
Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Vehicles [Member]
Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Website design [Member]
Summary of Significant Accounting Policies [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years
Loan Fees [Member]
Summary of Significant Accounting Policies [Line Items]
Finite-Lived Intangible Asset, Useful Life	10 years
Label Design [Member]
Summary of Significant Accounting Policies [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years
Maximum [Member] | Building Improvements [Member]
Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	40 years
Maximum [Member] | Furniture and Fixtures [Member]
Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Maximum [Member] | Vineyard Development [Member]
Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	15 years
Maximum [Member] | Vineyard Equipment [Member]
Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	20 years
Minimum [Member] | Building Improvements [Member]
Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	20 years
Minimum [Member] | Furniture and Fixtures [Member]
Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Minimum [Member] | Vineyard Development [Member]
Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Minimum [Member] | Vineyard Equipment [Member]
Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Trademarks [Member]
Summary of Significant Accounting Policies [Line Items]
Finite-Lived Intangible Asset, Useful Life	10 years

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COMMITMENTS AND CONTINGENCIES (Details 2) - USD ($) $ in Thousands	Jun. 30, 2015	Jun. 30, 2014
Long Term Debt, Fiscal Year Maturity [Line Items]
2016	$ 368
2017	353
2018	269
2019	204
2020	135
Thereafter	2,311
Long-term Debt, Total	3,640	$ 3,860
Add: Estimated interest	741
Total	$ 4,381

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TAXES (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Computed tax at statutory rate	$ (899)	$ (471)
State taxes, net of federal benefit	(74)	(26)
Rate benefit as a LLC	430	303
Other permanent differences	40	13
Valuation allowance	505	0
Total	$ 2	$ (181)

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2015	Jun. 30, 2014
Current assets:
Cash and cash equivalents	$ 1,679	$ 5,567
Accounts receivable	2,797	3,300
Inventories	22,127	17,179
Bulk wine deposit	345	1,424
Other current assets	316	161
Total current assets	27,264	27,631
Property and equipment, net	5,751	5,553
Intangible assets, net	481	629
Other assets, net	407	381
Goodwill	0	134
Total assets	33,903	34,328
Current liabilities:
Credit facilities	9,034	8,685
Accounts payable and accrued expenses	4,176	3,194
Accrual for sales returns	524	0
Due to related parties	134	56
Related party note	0	67
Current maturities of long-term debt	368	333
Total current liabilities	14,236	12,335
Deferred rent liability	26	48
Long-term debt, net of current maturities	3,272	3,527
Total liabilities	$ 17,534	$ 15,910
Commitments and contingencies (Note 8)
Stockholders' equity
Preferred stock, par value of $0.001 per share, 5,000,000 shares authorized, zero issued and outstanding at June 30, 2015 and June 30, 2014	$ 0	$ 0
Additional paid-in capital	14,618	14,057
Accumulated deficit	(5,356)	(3,995)
Total Truett Hurst, Inc equity	9,266	10,066
Non controlling interests	7,103	8,352
Total equity	16,369	18,418
Total liabilities and equity	33,903	34,328
Common Class A [Member]
Stockholders' equity
Preferred stock, par value of $0.001 per share, 5,000,000 shares authorized, zero issued and outstanding at June 30, 2015 and June 30, 2014	0	0
Common Stock, Value	4	4
Total equity	4	4
Common Class B [Member]
Stockholders' equity
Common Stock, Value	0	0
Total equity	$ 0	$ 0

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PROPERTY AND EQUIPMENT (Details Textual) - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Property, Plant and Equipment [Line Items]
Depreciation, Depletion and Amortization, Nonproduction, Total	$ 0.5	$ 0.3

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CONSOLIDATED STATEMENTS OF EQUITY [Parenthetical] $ in Thousands	Jun. 30, 2013 USD ($)
Loss on fair value of interest rate swap	$ 1,600

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OUT OF DATE PRODUCT (Details Textual)	12 Months Ended
	Jun. 30, 2015 USD ($)
Summary Of Out Of Date Product [Line Items]
Inventory, Finished Goods, Gross	$ 5,300,000
Return Credit Processed	0.06
Accrual For Sales Return	0.5
Other Inventory, Scrap, Gross	$ 200,000

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STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Jun. 30, 2015

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

A summary of our stock option activity is presented below:

	Number of shares		Weighted average exercise price $		Weighted average remaining contractual life (years)		Aggregate intrinsic value (in thousands)
Outstanding, July 1, 2013		-	$	-		-	$	-
Granted		150,000	$	5.00		3.99		-
Vested		-		-		-		-
Exercised		-		-		-		-
Outstanding, June 30, 2014		150,000	$	5.00		3.99	$	-
Granted		70,000	$	2.96		3.77		-
Vested		(37,500)	$	5.00
Exercised		-						-
Forfeited, canceled or expired		-						-
Outstanding, June 30, 2015		182,500	$	4.22		3.29	$	-
Vested and Expected to Vest		182,500	$	4.22		3.29

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The weighted-average fair value of options granted in FY15 and the related assumptions used are as follows (in percentages except share price):

Weighted-average grant date fair value	$	1.38
Exercise Price	$	2.96
Risk-free interest rate		1.1	%
Term		6.25
Expected volatility		75.18	%
Expected dividend		-

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block]

The following table summarizes information about the stock options outstanding at June 30, 2015:

Outstanding Options							Options exercisable
Range of exercise prices	Number outstanding		Weighted average remaining contractual life (years)		Weighted average exercise price		Number exercisable	Weighted average exercise price
$0.00 to $5.00		182,500		3.29	$	4.22	37,500	$	5.00

Schedule Of Stock Based Compensation Expense [Table Text Block]

The following table presents total stock-based compensation expense for FY15 and FY14, respectively:

	Fiscal years ended June 30,
	2015		2014
Sales and marketing	$	251	$	341
General and administrative		310		95
	$	561	$	436

Restricted Stock Units (RSUs) [Member]

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

A summary of our restricted stock units activity is presented below:

Restricted Stock Units
	Number of Shares		Weighted Average Grant Date Fair Value Per Share
Outstanding at June 30, 2014		87,500	$	5.00
Granted		-
Vested		(21,875)	$	5.00
Forfeited, canceled or expired		-
Outstanding at June 30, 2015		65,625	$	5.00

Restricted Stock [Member]

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

Stock-based compensation is included in general and administrative expenses and sales and marketing expenses in our consolidated statement of operations. A summary of our restricted stock awards activity is presented below:

Restricted Stock Awards
	Number of Shares		Weighted Average Grant Date Fair Value Per Share
Outstanding at June 30, 2014		148,928	$	4.89
Granted		35,201		3.80
Vested		(86,802)		3.43
Forfeited, canceled or expired		-		-
Outstanding at June 30, 2015		97,327	$	3.24

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STOCK-BASED COMPENSATION (Details 1) $ / shares in Units, $ in Thousands	12 Months Ended
	Jun. 30, 2015 USD ($) $ / shares
Weighted-average grant date fair value	$ 1.38
Exercise Price	$ 2.96
Risk-free interest rate	1.10%
Term	6 years 3 months
Expected volatility	75.18%
Expected dividend | $	$ 0

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TAXES

12 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

NOTE 15 – TAXES

Prior to June 26, 2013, we had not been subject to U.S. federal income taxes and most applicable state and local income taxes as the entity was an LLC. The LLC is treated as a partnership under the Internal Revenue Code of 1986, as amended (the “Code”). The members separately account for their pro-rata share of income, deductions, losses, and credits. Therefore, no provision is made in the accompanying consolidated financial statements for liabilities for federal, state, or local income taxes since such liabilities are the responsibility of the individual members. We file income tax returns in the U.S. federal and various state jurisdictions. We are no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2011.

We generally make distributions to our members, per the terms of our limited liability company agreement, related to such taxes. We are subject to entity level taxation in certain states. As a result, the accompanying consolidated statements of operations prior to June 26, 2013 include tax expense related to those state jurisdictions. Subsequent to June 26, 2013, we became subject to U.S. federal and state income taxes with respect to our allocable share of any taxable income of H.D.D. LLC and will be taxed at the prevailing corporate tax rates.

All of our income before taxes is recognized domestically. Income tax expense (benefit) for FY15 and FY14 consists of:

	Fiscal Year Ended June 30, 2015
	(in thousands)
	Current		Deferred		Total
U.S. federal	$	-	$	-	$	-
State and local		2		-		2
	$	2	$	-	$	2

	Fiscal Year Ended June 30, 2014
	(in thousands)
	Current		Deferred		Total
U.S. federal	$	-	$	(156)	$	(156)
State and local		2		(27)		(25)
	$	2	$	(183)	$	(181)

The differences between income taxes computed using the 34% statutory federal income tax rate and our effective tax rate are summarized as follows:

	As of June 30,
	(in thousands)
	2015		2014
Computed tax at statutory rate	$	(899)	$	(471)
State taxes, net of federal benefit		(74)		(26)
Rate benefit as a LLC		430		303
Other permanent differences		40		13
Valuation allowance		505		-
Income tax expense (benefit)	$	2	$	(181)

Components of deferred tax assets (liabilities) consist of the following: 

	As of June 30,
	(in thousands)
	2015		2014
Deferred tax assets:
Accrued compensation	$	30	$	46
Share-based compensation		53		66
Intangible assets		5,693		3,058
Sales returns		117		-
Net operating losses		1,040		231
Other		108		90
Gross deferred tax assets		7,041		3,491
Valuation allowance		(6,678)		(3,008)
Total deferred tax assets, net of valuation allowance		363		483
Deferred tax liabilities:
Inventories		(142)		(272)
Unrealized gain		(3)		(12)
Property and equipment		(218)		(199)
Other		-		-
Total deferred tax liability		(363)		(483)
Net deferred taxes	$	-	$	-

In FY14, we recorded a valuation allowance of $3.0 million after assessing all the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. In FY15, a valuation allowance continues to be recorded on the net deferred tax assets in the amount of $6.7 million.

We are subject to California franchise tax each year for each entity. Truett-Hurst, Inc. files income tax returns in the U.S. federal and the state jurisdiction of California. The Company has gross federal and state net operating losses of $2.6 million respectively. Both jurisdictions have expiration dates beginning in 2034 and have a full valuation allowance recorded against them.

For Truett-Hurst, Inc., U.S. federal and state tax returns associated with fiscal year ended 2013 and 2014 are currently open to examination. U.S. federal and state tax returns for H.D.D. LLC associated with calendars years ended 2011-2014 are currently open to examination. There are no material uncertain tax positions and we expect no major changes in next twelve months.

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value, by Balance Sheet Grouping [Table Text Block]

 Fair values as of FY15 and FY14 are as follows:

	Fair Value Measurements at Reporting Date
	(in thousands)
	Fair Value as of June 30, 2015		Significant Other Observable Inputs
			(Level 2)
Assets
Interest rate swap (1)	$	20	$	20
Total	$	20	$	20

⁽¹⁾ Included in "Other Current Assets" in the Balance Sheet.

	Fair Value Measurements at Reporting Date
	(in thousands)
	Fair Value as of June 30, 2014		Significant Other Observable Inputs
			(Level 2)
Assets
Interest rate swap (1)	$	66	$	66
Total	$	66	$	66

⁽¹⁾ Included in "Other Current Assets" in the Balance Sheet.

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SUBSEQUENT EVENTS

12 Months Ended

Jun. 30, 2015

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 17 – SUBSEQUENT EVENTS

We have evaluated all subsequent event activity through the issue date of these consolidated financial statements and concluded that no additional subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements.

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STOCK-BASED COMPENSATION (Details 4) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense	$ 561	$ 436
Selling and Marketing Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense	251	341
General and Administrative Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense	$ 310	$ 95

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net loss	$ (2,610)	$ (1,284)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	685	540
Reserve for obsolescence of inventories	623	0
Impairment of goodwill and intangible assets	361	0
Impairment of other assets	112	0
Stock-based compensation	561	436
Loss on fair value of interest rate swap	46	44
Loss (gain) on disposal of assets	12	(3)
Deferred rent	(22)	(5)
Deferred taxes	0	(180)
Changes in operating assets and liabilities, net
Accounts receivable	503	(484)
Inventories	(5,571)	(3,957)
Bulk wine deposit	1,079	(1,424)
Other current assets	(201)	40
Accounts payable and accrued expenses	982	(639)
Accrual for sales returns	524	0
Net cash used in operating activities	(2,916)	(6,916)
Cash flows from investing activities:
Acquisition of property and equipment	(681)	(547)
Acquisition of intangible and other assets	(321)	(209)
Proceeds from sale of assets	3	2
Net cash used in investing activities	(999)	(754)
Cash flows from financing activities:
Net proceeds from line of credit	349	1,798
Net proceeds from (payments to) related parties	11	(85)
Proceeds (payments to) on long-term debt	(333)	156
Payments on amount due factor	0	1
Net cash provided by financing activities	27	1,870
Net decrease in cash and cash equivalents	(3,888)	(5,800)
Cash and cash equivalents at beginning of year	5,567	11,367
Cash and cash equilvalents at end of year	1,679	5,567
Supplemental disclosure of cash flow information:
Cash paid for interest	258	151
Cash paid for income taxes	2	21
Supplemental disclosure of non-cash transactions:
Seller-financed acquisition of trademark	$ 170	$ 0

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CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares	Jun. 30, 2015	Jun. 30, 2014
Preferred Stock, Par or Stated Value Per Share (In dollars per share)	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Class A [Member]
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Common Stock, Shares Authorized	15,000,000	15,000,000
Common Stock, Shares Issued	4,010,120	3,750,472
Common Stock, Shares Outstanding	4,010,120	3,750,472
Common Class B [Member]
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Common Stock, Shares Authorized	1,000	1,000
Common Stock, Shares Issued	8	9
Common Stock, Shares Outstanding	8	9

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OUT OF DATE PRODUCT

12 Months Ended

Jun. 30, 2015

Out Of Date Product [Abstract]

Out Of Date Product [Text Block]

NOTE 10 – OUT OF DATE PRODUCT

In January 2015, we were notified by a large national retailer that inventory of Paper Boy product on their shelves had partially oxidized. Our terms of sale provide for limited return rights only in circumstances where products are not merchantable due to quality deficiencies. We determined that Paper Boy’s shelf life met quality specifications for the product, which are consistent with other similar products in the market, and, therefore, we did not have contractual obligation to accept returns of, or to replace, the product. However, on a one time basis we agreed to work with the retailer to remove the expired product.

We contacted our distributors throughout the country to remind them of the finite shelf life of Paper Boy and to instruct them to dispose of any out-of-date product so that consumers were not sold expired product. While we believe we have no contractual liability for costs associated with the destruction of the out-of-date inventory, we anticipate providing limited financial support to certain of our largest distributors. Finally, we have reviewed our inventory and have written off the expired Paper Boy finished goods inventory in our warehouse in the amount of $0.2 million to cost of sales.

Consistent with ASC-450, “Contingencies”, which outlines accounting and disclosure requirements for loss and gain contingencies, we established an accrual for the estimated probable loss associated with our role in dealing with the out-of-date product, net of recoveries. The amounts recorded on our consolidated statement of operations is set forth below:

	For the year ended
	June 30, 2015
	(in thousands)
Reduction in sales	$	582
Increase in cost of sales		209
	$	791

The reduction to net sales is the estimated return credit we anticipate providing associated with clearing affected product from retailer and distributor inventories. The increase in cost of sales consists of the write off of unsold inventory of the expired product from our finished goods inventories. We have recorded a provision based on our best estimate of loss within a range. The high end of the range was $0.2 million, higher than the amount accrued.

Since December 31, 2014, we have processed return credits of approximately $0.06 against the accrual for sales returns leaving an outstanding balance of $0.5 as of June 30, 2015.

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Document And Entity Information - USD ($)	12 Months Ended
	Jun. 30, 2015	Sep. 27, 2015	Dec. 31, 2014
Document Information [Line Items]
Entity Registrant Name	Truett-Hurst, Inc.
Entity Central Index Key	0001564709
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Document Fiscal Year Focus	2015
Document Type	10-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Document Fiscal Period Focus	FY
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Trading Symbol	THST
Entity Current Reporting Status	Yes
Entity Public Float			$ 15,128,765
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,010,120
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8

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STOCKHOLDERS' EQUITY

12 Months Ended

Jun. 30, 2015

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 11 – STOCKHOLDERS’ EQUITY

Stockholders' Equity Structure

As of June 30, 2015, we have 15.0 million authorized shares of Class A common stock, of which 4.0 million shares of Class A common stock were issued and outstanding. No preferred stock has been issued.

In connection with the IPO, one share of Class B common stock of Truett-Hurst, Inc. was distributed to each LLC holder of LLC Units, each of which provides its owner with no economic rights but entitles the holder, without regard to the number of shares of Class B common stock held by such holder, to one vote on matters presented to stockholders of Truett-Hurst, Inc. for each LLC Unit held by such holder. As of June 30, 2015 and June 30, 2014, there were 8 and 9 shares respectively of Class B common stock issued, outstanding and held by LLC members.

Capital Transactions

See Note 13, “Stock-based Compensation,” for information related to grants of equity incentives to officers and directors. 

LLC Units

The following table presents the changes in the non controlling and the interests in the LLC (not in thousands):

	Members		THI		Total		Member			Company			Total
	LLC Units		Units		Units		%			%			%
Balance as of June 30, 2013		4,102,644		2,700,000		6,802,644		60	%		40	%		100	%
LLC units converted		(938,472)		938,472		-		-14	%		14	%		-
Balance as of June 30, 2014		3,164,172		3,638,472		6,802,644		46	%		54	%		100	%
LLC units converted		(172,846)		172,846		-		-2	%		2	%		-
Balance as of June 30, 2015		2,991,326		3,811,318		6,802,644		44	%		56	%		100	%

During FY15, certain LLC members converted 0.2 million LLC units for an equal amount of our Class A common stock.

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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Sales	$ 27,380	$ 22,564
Less excise tax	(754)	(507)
Net sales	26,626	22,057
Cost of sales	17,885	14,628
Gross profit	8,741	7,429
Operating expenses:
Sales and marketing	7,035	5,482
General and administrative	3,432	2,699
Provision for loss of deposit	0	490
Impairment of goodwill and intangible assets	361	0
Impairment of other assets	112	0
Loss (gain) on disposal of assets	12	(3)
Total operating expenses	10,952	8,668
Loss from operations	(2,211)	(1,239)
Other expense:
Interest expense, net	(286)	(170)
Other	(111)	(56)
Total other expense	(397)	(226)
Loss before income taxes	(2,608)	(1,465)
Income tax expense (benefit)	2	(181)
Net loss	$ (2,610)	$ (1,284)
Net loss per share
Basic and diluted (in dollars per share)	$ (0.35)	$ (0.15)
Weighted average shares used in computing net loss per share:
Basic and diluted shares (in shares)	3,862,214	3,621,455
Wine Spies, LLC [Member]
Other expense:
Net loss attributable to non controlling interest	$ (162)	$ (118)
Truett-Hurst, Inc and H.D.D. LLC [Member]
Other expense:
Net loss	(2,448)	(1,166)
H.D.D. LLC [Member]
Other expense:
Net loss attributable to non controlling interest	(1,087)	(638)
Truett-Hurst, Inc [Member]
Other expense:
Net loss attributable to Truett-Hurst, Inc.	$ (1,361)	$ (528)

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PROPERTY AND EQUIPMENT

12 Months Ended

Jun. 30, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	As of June 30,
	(in thousands)
	2015		2014
Land and land improvements	$	2,804	$	2,804
Building and improvements		1,844		1,756
Machinery and equipment		1,785		1,233
Vineyard development		353		353
Vineyard equipment		327		327
Furniture and fixtures		260		256
Leasehold improvements		120		117
Vehicles		93		93
		7,586		6,939
Less accumulated depreciation and amortization		(1,835)		(1,386)
Total property and equipment, net	$	5,751	$	5,553

Total depreciation and amortization was $0.5 million $0.3 million for FY15 and FY14, respectively.

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OTHER CURRENT ASSETS

12 Months Ended

Jun. 30, 2015

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Current Assets [Text Block]

NOTE 4 – OTHER CURRENT ASSETS

Other current assets as of FY15 include the fair market value of the interest rate swap for $0.02 million and other prepaid amounts of $0.3 million. Other current assets as FY14 include the fair market value of the interest rate swap for $0.07 million and other prepaid amounts of $0.1 million.

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SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION

12 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

NOTE 16 – SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION

In accordance with ASC Topic 280, Segment Reporting, our chief operating decision-maker has been identified as the CEO, who reviews sales, cost of sales, and gross profit to make decisions about allocating our resources and assessing our performance. Operating and other expenses are not allocated between operating segments; therefore, operating and net income information for the respective segments is not available. In addition, discreet financial information related to segment specific assets is not available. Our primary reporting segments are identified by each distribution channel: wholesale, direct to consumer and internet.  Wholesale sales include our retail exclusive brand label model and four fully-owned brands through the three-tier distribution system.  Direct to consumer sales of our own brands occur through our tasting rooms and wine clubs.  Internet sales occur through Wine Spies and are principally comprised of brands not owned by us.  Sales and cost of sales are reported by segment.

Net Sales

The following table reflects net sales, cost of sales and gross margin by segment for each of our FY15 and FY14 periods, respectively:

Net Sales

	For the years ended
	(in thousands, except percentages)
Distribution Channel	2015		2014
Wholesale	$	16,803	$	15,808
Direct to consumer		4,839		4,038
Internet		4,984		2,211
Total net sales	$	26,626	$	22,057

Cost of Sales

	For the years ended
	(in thousands, except percentages)
Distribution Channel	2015		2014
Wholesale	$	13,415	$	11,668
Direct to consumer		1,768		1,565
Internet		2,702		1,395
Total cost of sales	$	17,885	$	14,628

Gross Margin

	For the years ended
	(in thousands, except percentages)
Distribution Channel	2015		2014
Wholesale	$	3,388	$	4,140
Direct to consumer		3,071		2,473
Internet		2,282		816
Total gross profit	$	8,741	$	7,429

	For the years ended
	(in thousands, except percentages)
Distribution Channel	2015			2014
Wholesale		20.2	%		26.2	%
Direct to consumer		63.5	%		61.2	%
Internet		45.8	%		36.9	%
Overall gross margin percent of net sales		32.8	%		33.7	%

Significant Customer Information:

The following tables set forth concentrations of wholesale sales and accounts receivable as a percent of each total:

	Percent of Total Net Sales  Ended June 30,						Accounts Receivable as of  June 30,
	2015			2014			2015			2014
Customer A		5	%		8	%		-			2	%
Customer B		3	%		5	%		24	%		24	%
Customer C		5	%		7	%		9	%		4	%
Customer D		19	%		26	%		9	%		30	%
Customer E		-			-			-			-
Customer F		-			2	%		-			-
Customer G		1	%		2	%		1	%		7	%
Customer H		35	%		30	%		20	%		18	%
Customer I		4	%		2	%		18	%		-
Customer J		4	%		5	%		1	%		-

During FY15 and FY14, international sales were 8% of our wholesale net sales.

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NET LOSS PER SHARE

12 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

NOTE 12 - NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per common share:

	As of June 30,
	(in thousands, except for share data)
	2015		2014
Net loss attributable to Truett-Hurst, Inc.	$	(1,361)	$	(528)
Loss per Share
Basic & diliutive Class A common share-weighted average shares		3,852,214		3,621,455
Basic and diluted loss per share	$	(0.35)	$	(0.15)

Basic net loss per share is computed by dividing net loss attributable to us, by the weighted average number of common shares outstanding for the period.  Diluted net loss per share is computed by giving effect to all potential dilutive common shares, including convertible LLC units and restricted stock.  The assumed exchange of 3.0 million LLC units for Class A common stock and the vesting of 0.6 million equity incentive shares are expected to have an anti-dilutive effect.  Accordingly, the effect of exchanging LLC units and restricted stock have been excluded from net income available to Class A common stock per share.

The shares of Class B common stock do not share in our earnings and therefore are not participating securities.  Accordingly, basic and diluted net income per share of Class B common stock has not been presented.

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Leases

In February 2011, we entered into a lease agreement for a tasting room and winery.  The lease is for five years, commencing on March 1, 2011 and ending on February 29, 2016, and contains one option to extend for an additional period of five years.  On July 27, 2015 we exercised the option to extend our lease of the property through February 29, 2021. We have the right of first refusal in the event the lessor desires to sell the leased property.  Annual rent for the tasting room is $0.1 million, due monthly.  The winery rent is subject to adjustment based on the actual number of cases produced each year; however, future payments are based on a minimum number of cases, as specified in the agreement.  Beginning on September 1, 2012 and annually thereafter, tasting room and winery rent is increased by 3%.  Lease expense is accounted for on a straight-line basis.

 

In October 2013, we entered into a lease agreement for administrative office space. The lease commenced on October 15, 2013 and ends on October 31, 2016, and contains three one-year renewal options with adjustment to market rents.

Rent expense for these facilities for FY15 and FY14 totaled $0.3 million per year.

Future lease commitments are as follows:

Years ending June 30:
( in thousands)
2016	$	335
2017		316
2018		326
2019		310
2020		329
Thereafter		225
Total future lease commitments	$	1,841

Credit Facilities

As of June 30, 2015, we had bank loans in place which are collateralized by substantially all of our assets, require compliance with certain financial covenants and are guaranteed by certain members of the LLC. As of June 30, 2015, we were engaged in refinancing our bank loans and obtaining an additional Equipment Purchase Line of Credit for our capital expenditure needs in fiscal 2016. On July 15, 2015, we completed the refinancing process with our lender, Bank of the West. Below is a description of the loans as of June 30, 2015 as well as those put in place as of July 15, 2015.

⋅ Line of Credit Note:

§ As of June 30, 2015, we had a $9 million revolving line of credit with a maturity date of July 31, 2015 with an annual interest rate of 1.75% above LIBOR on the outstanding balance at June 30, 2015 the rate was 2.52%. On July 15, 2015, the line of credit commitment was increased to $10 million and the maturity date was extended to July 31, 2016. The outstanding balance on the new revolving line of credit accrues interest at an increased annual rate of 2.25% above LIBOR.

⋅ Equipment Purchase Line of Credit Note:

§ As of June 30, 2015, we had a $0.5 million equipment purchase line of credit note that was fully drawn and accrued interest at a rate of 2.25% above the floating One-Month LIBOR Rate. This Equipment Purchase Line of Credit carried an original maturity date of July 31, 2016 and was converted to a term loan with a 48-month amortization schedule.

§ On July 15, 2015, we received a new Equipment Purchase Line of Credit Note in the amount of $0.5 million that matures on July 31, 2016. The outstanding balance on the Equipment Purchase Line of Credit Note accrues interest at a rate of 2.25% above the floating One-Month LIBOR Rate at June 30, 2015 the rate was 2.44%.

⋅ Foreign Exchange Note:

§ As of June 30, 2015, we had a foreign exchange note in the principal amount of $0.1 million from the bank due on or before July 31, 2015 that carried a 10% credit percentage and permitted us to enter into any spot or forward transaction to purchase from or sell to the bank a foreign currency of an agreed amount. There was no balance outstanding on the Foreign Exchange Note. On July 15, 2015, the maturity date of the Foreign Exchange Note was extended to July 31, 2016 and the rate was increased to 15%.

The bank loans contains 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, the consummation of mergers and asset sales; and changes in business and activities. In addition, the bank loans contains negative and financial covenants, including, without limitation, a minimum current assets to current liabilities ratio (measured quarterly), debt to effective tangible net worth ratio (measured quarterly), and debt service coverage ratio (measured annually). The bank loans obtained on July 15, 2015 also include a minimum EBITDA covenant to be measured on December 31, 2015 and March 31, 2016.

Covenant Breaches

While our bank loans as of June 30, 2015 included a minimum debt service coverage ratio, we refinanced those loans before the debt service covenant was measured with new loans that do not require a debt service coverage ratio test as of June 30, 2015.

Security Agreements and Limited Guaranties

In connection with our entry into the Bank of the West Loan on July 16, 2012, certain of our executive officers, as well as certain trusts and other entities under their respective control, had entered into guarantee agreements. A number of these guarantees were modified when we renewed our loans with Bank of the West on July 15, 2015. When the guarantees were modified the limited guaranty from the Hambrecht Trust and the unlimited guaranty from Hambrecht Wine Group were released. The guarantees in place as of July 15, 2015 are described below.

Limited Guaranty – Hurst Trust: On July 15, 2015, the Hurst Trust , a member of the LLC, and Phillip L. Hurst , director and CEO of the LLC and Truett-Hurst, Inc. and a co-trustee of the Hurst Trust, entered into a Limited Guaranty pursuant to which the Hurst Trust and Mr. Hurst, together, guarantees the full payment to Bank of the West of all sums presently due and owing and all sums which shall in the future become due and owing to Bank of the West from us.  The liability of the Hurst Trust and Mr. Hurst, as guarantor, is limited to 61% of the sum of all obligations due to Bank of the West, plus the costs, expenses and interest associated with the collection of amounts recoverable under this guarantee.

Limited Guaranty – Dolan 2005 Trust: On July 15, 2015, the Dolan 2005 Trust, a member of the LLC, and Heath E. Dolan, a director of the LLC and Truett-Hurst, Inc. and a co-trustee of the Dolan 2005 Trust, entered into a Limited Guaranty pursuant to which the Dolan 2005 Trust and Mr. Dolan, together, guarantees the full payment to Bank of the West of all sums presently due and owing and all sums which shall in the future become due and owing to Bank of the West from us.  The liability of the Dolan 2005 Trust and Mr. Dolan, as guarantor, is limited to 23% of the sum of all obligations due to Bank of the West, plus the costs, expenses and interest associated with the collection of amounts recoverable under this guarantee.

Limited Guaranty – Dolan 2003 Trust: On July 15, 2015, the Dolan 2003 Trust, a member of the LLC, and Paul E. Dolan, III , a director of the LLC and Truett-Hurst, Inc. and trustee of the Dolan 2003 Trust, entered into a Limited Guaranty pursuant to which the Dolan 2003 Trust and Mr. Dolan, together, guarantees the full payment to Bank of the West of all sums presently due and owing and all sums which shall in the future become due and owing to Bank of the West from us.  The liability of the Dolan 2003 Trust and Mr. Dolan, as guarantor, is limited to 23% of the sum of all obligations due to Bank of the West, plus the costs, expenses and interest associated with the collection of amounts recoverable under this guarantee.

Limited Guaranty – Carroll-Obremskey Trust: On July 15, 2015, the Carroll-Obremskey Trust, a member of the LLC, and Daniel A. Carroll, a director of the LLC and Truett-Hurst, Inc. and a co-trustee of the Carroll-Obremskey Trust, entered into a Limited Guaranty pursuant to which the Carroll-Obremskey Trust and Mr. Carroll, together, guarantees the full payment to Bank of the West of all sums presently due and owing and all sums which shall in the future become due and owing to Bank of the West from us.  The liability of the Carroll-Obremskey Trust and Mr. Carroll, as guarantor, is limited to 48% of the sum of all obligations due to Bank of the West, plus the costs, expenses and interest associated with the collection of amounts recoverable under this guarantee.

Long-term debt

Long-term debt consisted of the following (in thousands except payment information):

		As of June 30,
		(in thousands)
		2015		2014
Long term debt:
Note 1	(1)	$	2,987	$	3,122
Note 2	(2)		21		70
Note 3	(3)		193		263
Note 4	(4)		326		406
Note 5	(5)		113		-
Total notes payable			3,640		3,860
Less LTD current maturities			(368)		(333)
Total long term debt		$	3,272	$	3,527

⁽¹⁾ Note payable to a bank, collateralized by a deed of trust on property payable monthly in principal payments of $11,270 plus interest, matures May 31, 2022, variable interest of 2.25% above LIBOR.

⁽²⁾ Note payable to a bank, collateralized by equipment payable monthly with principal and interest payments of $4,226, matures November 1, 2015; at 3.75% interest.

⁽³⁾ Note payable to a bank, collateralized by equipment payable monthly with principal and interest payments of $6,535, matures January 15, 2018; at 3.75% interest.

⁽⁴⁾ Note payable to a bank, collateralized by equipment payable monthly with principal and interest payments of $7,783, matures March 1, 2019; at 3.75% interest.

⁽⁵⁾ On November 30, 2014, we acquired the unrestricted use of the Stonegate trademark in exchange for a trademark release payment which is to be made over time and is accounted for as a note payable. The note payable has three equal installments: a) within five days of November 30, 2014, b) on October 15, 2015, and c) on July 31, 2016. The note does not accrue interest outstanding on the principal. An imputed interest rate of 5.5% was assessed under GAAP and the impact was considered immaterial.

Future principal and interest payments for the long-term debt are as follows:

Fiscal years ended June 30:
( in thousands)
2016	$	368
2017		353
2018		269
2019		204
2020		135
Thereafter		2,311
		3,640
Add: Estimated interest		741
Total	$	4,381

Related Party Transactions

Notes to related parties consisted of the following (in thousands except payment information):

		As of June 30,
		(in thousands)
Related party note:		2015		2014
Note	(1)	$	-	$	67
Less current maturities			-		(67)
Total related party note		$	-	$	-

⁽¹⁾ Note payable to a member for the repurchase of a certain percentage of their ownership interest in the LLC pursuant to exercise of put right; unsecured; payable monthly in principal and interest payments of $6,245; matured May 3, 2015, at 4.5% interest.

Supply Contracts

On February 26, 2013, we executed a supply of goods agreement for our paper wine bottle production.  The term of the agreement is seven years and has a $0.8 million minimum purchase commitment for each of the first two years.  At March 5, 2014, the supplier entered into administration in the United Kingdom (“U.K.”), a process similar to the U.S. bankruptcy process and we subsequently terminated the supply contract. As a result of the administrative filing, we recorded a one-time provision for loss on deposit of approximately $0.5 million relating to amounts previously paid in advance and for estimated legal costs for filing a U.K. administrative claim. Our policy is to include direct costs associated with the provision. We are unable at this time to predict the legal outcome of our claim and believe it is unlikely that any amount will be recovered.

We entered into a two-year supply agreement (with three, one-year renewal options) with a new supplier in the U.S. to provide paper bottles. Due to lack of performance, this contract was terminated and we no longer have any financial commitment.

At June 30, 2015, total future purchase commitments for finished goods total approximately $5.3 million and are expected to be fulfilled during fiscal 2016 to 2017.

 

We enter into short and long-term contracts to supply a portion of our future grapes and bulk wine inventory requirements with third parties and related party growers.  Future minimum inventory commitments are as follows:

Years ending June 30:	Third Parties		Related Parties		Total
	(in thousands)
2016	$	4,872	$	491	$	5,363
2017		1,040		479		1,519
2018		388		480		868
2019		191		273		464
Thereafter		-		-		-
Total	$	6,491	$	1,723	$	8,214

For FY15 and FY14, grape inventory payments under the agreements with related parties totaled $0.3 million and $1.2 million, respectively.

 

Production

We enter into various contracts with third party service providers for grape crushing and bottling. The costs are recorded in the period for which the service is provided. The actual costs related to custom crush services are based on volume. Our current contract for custom crush only covers the 2015 harvest. Our current bottling contract requires a minimum of 200,000 cases at $2.40 per case to be bottled in a one year period. 

Exchange Agreement

Prior to the completion of the IPO, we entered into an exchange agreement with the existing owners of the LLC, several of whom are directors and/or officers.  Under the exchange agreement, each existing owner (and certain permitted transferees thereof) may (subject to the terms of the exchange agreement), exchange their LLC Units for shares of Class A common stock of the Company on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or for cash, at our election. As a holder exchanges their LLC Units, our interest in the LLC will be correspondingly increased. During FY15, certain members exchanged 0.2 million LLC units, on a one-for-one basis, for shares of Class A common stock of the Company, under the exchange agreement. During FY14, certain members exchanged 0.9 million LLC units, on a one-for-one basis, for shares of Class A common stock of the Company, under the exchange agreement.

Tax Receivable Agreement

We entered into a tax receivable agreement with the LLC unit holders which provides for payment by the Company to the LLC unit holders who convert their units to shares, an amount equal to 90% of the amount of the benefit, if any, that are realized as a result of (i) increases in tax basis associated with the election effected under Section 754 of the Code, and (ii) certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. Any payments under the tax receivable agreement will depend upon whether we have taxable income to utilize the benefit.

 

We will be required to pay the counterparties to the tax receivable agreement for certain tax benefits we may claim arising in connection with current exchanges, future purchases or exchanges of LLC Units and related transactions, and the amounts we may pay could be significant.

H.D.D. LLC intends to make an election under Section 754 of the Internal Revenue Code (the "Code") effective for each taxable year in which an exchange of LLC Units for shares of Class A common stock as described above occurs, which may result in an adjustment to the tax basis of the assets of H.D.D. LLC at the time of an exchange of LLC Units. As a result of these exchanges, Truett-Hurst Inc. will become entitled to a proportionate share of the existing tax basis of the assets of H.D.D. LLC. In addition, the purchase of Holdings Units and subsequent exchanges are expected to result in increases in the tax basis of the assets of H.D.D. LLC that otherwise would not have been available.

Both this proportionate share and these increases in tax basis may reduce the amount of tax that Truett-Hurst Inc. would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

We recorded deferred tax assets of $6.4 million related to the exchange of 1.1 million LLC units for an equal amount of THI Class A common stock since our IPO. We recorded a $5.7 million long-term liability due to LLC unit holders who converted their units to shares which represents 90% of the estimated tax benefits and $0.6 million for the difference in the recorded deferred tax asset and computed TRA liability and recorded as an adjustment to equity. Additionally, we recorded a valuation allowance on our deferred tax assets for $6.4 million as it was determined that it was more likely than not that the tax benefits would not be realized, which resulted in corresponding adjustments to the TRA liability and equity as mentioned above.

 

Litigation

We may be subject to various litigation matters arising in the ordinary course of business from time to time.  However, we are not aware of any current pending legal matters or claims, individually or in the aggregate, that are expected to have a material adverse impact on our consolidated financial position, results of operations, or cash flows.

Guarantees

From time to time we enter into certain types of contracts that contingently require us to indemnify various parties against claims from third parties.  These contracts primarily relate to (i) certain real estate leases, under which we may be required to indemnify property owners for environmental and other liabilities, and other claims arising from our use of the applicable premises, (ii) certain agreements with our officers, directors, and employees, under which we may be required to indemnify such persons for liabilities arising out of their employment relationship, (iii) contracts under which we may be required to indemnify customers against third-party claims that our product infringes a patent, copyright, or other intellectual property right, and (iv) procurement or license agreements, under which we may be required to indemnify licensors or vendors for certain claims that may be brought against them arising from our acts or omissions with respect to the supplied products or technology.

Generally, a maximum obligation under these contracts is not explicitly stated.  Because the obligated amounts associated with these types of agreements are not explicitly stated, the overall maximum amount of the obligation cannot be reasonably estimated.  Historically, we have not been required to make payments under these obligations, and no liabilities have been recorded for these obligations on our balance sheets.

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STOCKHOLDERS' EQUITY (Details) - shares	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2013
Other Ownership Interests [Line Items]
Balance	6,802,644	6,802,644
LLC units converted	0	0
Balance	6,802,644	6,802,644	6,802,644
Total	100.00%	100.00%	100.00%
LLC units converted Percentage	0.00%	0.00%
Member Units [Member]
Other Ownership Interests [Line Items]
Balance	3,164,172	4,102,644
LLC units converted	(172,846)	(938,472)
Balance	2,991,326	3,164,172	4,102,644
Total	44.00%	46.00%	60.00%
LLC units converted Percentage	(2.00%)	(14.00%)
Parent [Member]
Other Ownership Interests [Line Items]
Balance	3,638,472	2,700,000
LLC units converted	172,846	938,472
Balance	3,811,318	3,638,472	2,700,000
Total	56.00%	54.00%	40.00%
LLC units converted Percentage	2.00%	14.00%

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GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 6 – GOODWILL AND INTANGIBLE ASSETS

In August 2012, we entered into a membership purchase interest agreement with an individual to purchase a 50% interest in The Wine Spies, LLC, to further develop our presence in on-line wine sales. The acquisition has been accounted for as a business combination and we have recorded the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The fair values assigned to the identifiable intangible assets acquired were based on estimates and assumptions determined by management and totaled $0.5 million. The intangibles are being amortized over their estimated lives ranging from four to ten years. We recorded the excess of consideration transferred over the aggregate fair values as goodwill in the amount of $0.1 million. We hold three of the four management control positions and therefore have consolidated the business as of the acquisition date. Noncontrolling interest is shown in the consolidated financial statements.

During the fourth quarter of FY15, the performance of our Wine Spies subsidiary showed a material decline as compared to recent trends. The declining performance triggered management to make an evaluation of the goodwill and intangible assets related to Wine Spies. As a result of the evaluation, management determined that the goodwill and intangible assets should be fully impaired. Impairment charges totaled $0.4 million ($0.1 million related to goodwill and $0.3 million related to intangible assets.

Costs related to obtaining trademarks and patents are capitalized and categorized as intangible asset with indefinite lives. We review the current and future plans for the trademarks and patents each year on April 1 to determine if any impairment in required.

Intangible asset balances are summarized as follows:

	As of June 30,
	(in thousands)
	2015		2014
Finite lives:
Customer lists	$	-	$	213
Trademarks		-		169
Proprietary technology		-		95
Non-compete agreement		-		38
Patents		44		42
		44		557
Less accumulated amortization		(1)		(189)
		43		368
Indefinite lives:
Trademarks		438		261
	$	481	$	629

Amortization expense of intangible assets was $0.1 million for FY15 and FY14, respectively. The expected future amortization of patents is $0.04 million. Patents are amortized from the time they are granted over the expected life of the patent.  

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OTHER ASSETS

12 Months Ended

Jun. 30, 2015

Other Assets, Noncurrent Disclosure [Abstract]

Other Assets Disclosure [Text Block]

NOTE 7 — OTHER ASSETS

Other assets consist of the following:

	As of June 30,
	(in thousands)
	2015		2014
Label design	$	371	$	247
Loan fees		18		18
Lease costs - related party		23		23
Software		151		144
Website design		66		55
Other		-		1
		629		488
Less: accumulated amortization		(222)		(107)
Total other assets, net	$	407	$	381

Amortization expense of other assets was $0.1  million for FY15 and $0.07 million for FY14. During FY15, label design costs related to the CA Winecraft product was determined to be fully impaired. Impairment charges totaled $0.1 million.

 

Expected future amortization expense on other assets are as follows:

Years ending June 30:
( in thousands)
2016	$	119
2017		109
2018		99
2019		55
2020		19
Thereafter		6
Total future amortization expense	$	407

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES

12 Months Ended

Jun. 30, 2015

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

	As of June 30,
	(in thousands)
	2015		2014
Accounts payable	$	2,969	$	2,746
Accrued expenses		290		107
Commission		132		163
Depletion allowances		525		29
Personnel		242		114
Professional fees		18		35
Total accounts payable and accrued expenses	$	4,176	$	3,194

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STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2013
Number of Shares Outstanding	150,000	0
Number of Shares Outstanding, Granted	70,000	150,000
Number of Shares Outstanding, Vested	(37,500)	0
Number of Shares Outstanding, Exercised	0	0
Number of Shares Outstanding, Forfeited, canceled or expired	0
Number of Shares Outstanding	182,500	150,000	0
Number of Shares Outstanding, Vested and Expected to Vest	182,500
Weighted Average Exercise Price Outstanding	$ 5.00	$ 0
Weighted Average Exercise Price, Granted	2.96	5.00
Weighted Average Exercise Price, Vested	5.00	0
Weighted Average Exercise Price, Exercised		0
Weighted Average Exercise Price Outstanding	4.22	$ 5.00	$ 0
Weighted Average Exercise Price, Vested and expected to vest	$ 4.22
Weighted Average Remaining Contractual Term Outstanding	3 years 3 months 14 days	3 years 11 months 26 days	0 years
Weighted Average Remaining Contractual Term, Granted	3 years 9 months 7 days	3 years 11 months 26 days
Weighted Average Remaining Contractual Term, Vested and expected to vest	3 years 3 months 14 days
Aggregate Intrinsic Value Outstanding	$ 0	$ 0
Aggregate Intrinsic Value, Granted	0	0
Aggregate Intrinsic Value, Vested		0
Aggregate Intrinsic Value, Exercised	0	0
Aggregate Intrinsic Value, Forfeited, canceled or expired	0
Aggregate Intrinsic Value Outstanding	$ 0	$ 0	$ 0

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STOCK-BASED COMPENSATION (Details 2)	12 Months Ended
	Jun. 30, 2015 $ / shares shares
Options outstanding, Range of exercise price, Lower limit	$ 0.00
Options outstanding, Range of exercise price, Upper limit	$ 5
Options Outstanding, Number | shares	182,500
Options Outstanding, Weighted average remaining contractual life	3 years 3 months 14 days
Options Outstanding, Weighted average exercise price	$ 4.22
Options exercisable, Number | shares	37,500
Options exercisable, Weighted average exercise price	$ 5.00

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NET LOSS PER SHARE (Details Textual) shares in Millions	12 Months Ended
	Jun. 30, 2015 shares
Convertible LLC Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3.0
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0.6

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NET LOSS PER SHARE (Tables)

12 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following table sets forth the computation of basic and diluted net loss per common share:

	As of June 30,
	(in thousands, except for share data)
	2015		2014
Net loss attributable to Truett-Hurst, Inc.	$	(1,361)	$	(528)
Loss per Share
Basic & diliutive Class A common share-weighted average shares		3,852,214		3,621,455
Basic and diluted loss per share	$	(0.35)	$	(0.15)

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COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Jun. 30, 2015 USD ($)
Line of Credit Facility [Line Items]
2016	$ 335
2017	316
2018	326
2019	310
2020	329
Thereafter	225
Total future lease commitments	$ 1,841

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FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

NOTE 14 – 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, otherwise known as the “exit price,” in an orderly transaction between market participants at the measurement date. We use the fair value hierarchy as a basis for our assumptions. The hierarchy of inputs used for measuring fair value are as follows: Level 1 – observable inputs such as quoted prices in active markets; Level 2 – inputs other than quoted prices in active markets that are observable either directly or indirectly in active markets; Level 3 – unobservable inputs in which there is little or no market data and as a result, management assumptions are developed.

Our carrying values of cash, accounts receivable, accounts payable, accrued expenses and long-term debt balances approximates its fair value.

In October 2012, we executed an interest rate swap obligation that was measured using observable inputs such as the LIBOR and Ten-year Treasury interest rates, and therefore has been categorized as Level 2. This derivative is not designated as a hedging instrument and has been recorded at fair value on our consolidated balance sheets.  Changes in the fair value of this instrument have been recognized in our consolidated statements of operations in other income (expense).  Fair values as of FY15 and FY14 are as follows:

	Fair Value Measurements at Reporting Date
	(in thousands)
	Fair Value as of June 30, 2015		Significant Other Observable Inputs
			(Level 2)
Assets
Interest rate swap (1)	$	20	$	20
Total	$	20	$	20

⁽¹⁾ Included in "Other Current Assets" in the Balance Sheet.

	Fair Value Measurements at Reporting Date
	(in thousands)
	Fair Value as of June 30, 2014		Significant Other Observable Inputs
			(Level 2)
Assets
Interest rate swap (1)	$	66	$	66
Total	$	66	$	66

⁽¹⁾ Included in "Other Current Assets" in the Balance Sheet.

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INVENTORIES (Tables)

12 Months Ended

Jun. 30, 2015

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventories consisted of the following:

	June 30, 2015		June 30, 2014
	( in thousands)
Grapes, bulk wine, and capitalized cultural costs	$	7,375	$	5,499
Bottled wine		14,003		11,285
Bottling materials and other		544		395
Canned wine, net		205		-
Total inventories, net	$	22,127	$	17,179

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OTHER ASSETS (Details 1) $ in Thousands	Jun. 30, 2015 USD ($)
Other Assets [Line Items]
2016	$ 119
2017	109
2018	99
2019	55
2020	19
Thereafter	6
Total future amortization expense	$ 407

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INVENTORIES (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Jun. 30, 2014
Inventory [Line Items]
Grapes, bulk wine, and capitalized cultural costs	$ 7,375	$ 5,499
Bottled wine	14,003	11,285
Bottling materials and other	544	395
Canned wine, net	205	0
Total inventories, net	$ 22,127	$ 17,179

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CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Common Class A [Member]	Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Noncontrolling Interest [Member]
Balances at Jun. 30, 2013	$ 19,224	$ 3	$ 0	$ 10,977	$ (3,467)	$ 11,711
Balances (in shares) at Jun. 30, 2013		2,700,000	10
Vesting of Class A restricted stock (in shares)		112,000	0
Conversion of LLC units for Class A common stock	1	$ 1	$ 0	2,603	0	(2,603)
Conversion of LLC units for Class A common stock (in shares)		938,472	0
Forfeiture of Class B common stock (in shares)		0	(1)
Stock-based compensation expense	436	$ 0	$ 0	436	0	0
Effects of tax receivable agreement	41	0	0	41	0	0
Net loss	(1,284)	0	0	0	(528)	(756)
Balances at Jun. 30, 2014	18,418	$ 4	$ 0	14,057	(3,995)	8,352
Balances (in shares) at Jun. 30, 2014		3,750,472	9
Vesting of Class A restricted stock (in shares)		86,802	0
Conversion of LLC units for Class A common stock	0	$ 0	$ 0	0	0	0
Conversion of LLC units for Class A common stock (in shares)		172,846	(1)
Forfeiture of Class B common stock (in shares)		0	0
Stock-based compensation expense	561	$ 0	$ 0	561	0	0
Net loss	(2,610)	0	0	0	(1,361)	(1,249)
Balances at Jun. 30, 2015	$ 16,369	$ 4	$ 0	$ 14,618	$ (5,356)	$ 7,103
Balances (in shares) at Jun. 30, 2015		4,010,120	8

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INVENTORIES

12 Months Ended

Jun. 30, 2015

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

NOTE 3 – INVENTORIES

Inventories consisted of the following:

	June 30, 2015		June 30, 2014
	( in thousands)
Grapes, bulk wine, and capitalized cultural costs	$	7,375	$	5,499
Bottled wine		14,003		11,285
Bottling materials and other		544		395
Canned wine, net		205		-
Total inventories, net	$	22,127	$	17,179

In March 2015, in order to support the launch of our CA Winecraft brand with The Kroger Company, we produced almost 48,000 cases of product. We have estimated that the product maintains its highest quality for 10 months after its production date and as such this initial production has a “best by” date of January 2016. The initial production quantities were expected to be fully depleted based on commitments by Kroger to promote the product through in-store displays and its “Summer Rack Program.” CA Winecraft product started shipping to distributors in April 2015 and through May 2015 approximately 33,000 cases of product had shipped. In June 2015 to allow for distributor back stock and to support anticipated replenishment orders, we produced an additional 32,000 cases of product. The “best by” date for the second production is April 2016.

The number of stores that participated in the “Summer Rack Program” and/or stocked shelves with CA Winecraft product fell short of Kroger’s initial guidance and our expectations. Based on reports from Kroger, through early September, approximately 5,000 cases of product has been purchased by consumers. We are working with Kroger to increase both the number of stores selling the product and the retail rate of sale; however, we are unable to predict the impact of these efforts. In late August 2015, Kroger agreed to forgo exclusivity on the product, and since then we have been working with our distributors and other potential customers to increase points of distribution for the product outside the Kroger store network. There is no assurance that these sales efforts will lead to incremental orders. The lower number of distribution points combined with slower than anticipated retail rate of sale has left inventory levels higher than planned. As of June 30, 2015, we had approximately 45,000 cases of product in our inventory and through September 13, 2015 our inventory levels remain materially unchanged.

As of June 30, 2015, the net carrying cost of the CA Winecraft inventory was $0.2 million after establishing a $0.5 million reserve for potential obsolescence of the CA Winecraft product. Intangible assets and other assets related to CA Winecraft were written off in the amount of $0.1 million in FY15.

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OUT OF DATE PRODUCT (Details) $ in Thousands	12 Months Ended
	Jun. 30, 2015 USD ($)
Summary Of Out Of Date Product [Line Items]
Reduction in sales	$ 582
Increase in cost of sales	209
Total	$ 791

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STOCK-BASED COMPENSATION (Details Textual) - USD ($)					1 Months Ended	12 Months Ended
	Apr. 08, 2015	Dec. 15, 2014	Dec. 09, 2013	Feb. 04, 2013	Jun. 25, 2014	Jun. 30, 2015	Jun. 30, 2014	Nov. 20, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent				5.00%
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized						$ 10,000
Allocated Share-based Compensation Expense						$ 561,000	$ 436,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition						5 months 8 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross						70,000	150,000
Share Based Compensation Arrangement By Share Based Payment Award Equity Instrument Other Than Options Grant In Period Fair Value						$ 400,000
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award						The term of an incentive stock option may not exceed ten (10) years, except that with respect to any employee who owns more than ten percent (10%) of the voting power of all classes of our outstanding stock or any parent or subsidiary as of the grant date, the term must not exceed five (5) years, and the exercise price must equal at least one hundred ten percent (110%) of the fair market value on the grant date.
2012 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Equity Instrument Other Than Options Grant In Period Fair Value						$ 1,000,000
Common Class A [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance						300,000
Common Stock, Shares, Outstanding						4,010,120	3,750,472
Common Class A [Member] | 2012 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance								1,000,000
Increase In Common Stock Capital Shares Reserved For Future Issuance								700,000
Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense						$ 20,000	$ 10,000
Share Based Compensation Arrangement By Share Based Payment Award Equity Instrument Other Than Options Grant In Period Fair Value			$ 30,000	$ 900,000
Chief Financial Officer [Member] | Common Class A [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross					200,000
Restricted Stock [Member] | Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		10,000	10,000	200,000
Restricted Stock One [Member] | Director One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		10,000
Restricted Stock Two [Member] | Director Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		8,000
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense						700,000	500,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value		$ 50,000
Share Based Compensation Arrangement By Share Based Payment Award Equity Instrument Other Than Options Grant In Period Fair Value					$ 400,000
Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized						300,000
Allocated Share-based Compensation Expense						$ 100,000	0
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition						3 years
Share-based Compensation Arrangements by Share-based Payment Award, Grants in Period, Grant Date Fair Value					$ 400,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross					100,000
Restricted Stock Units (RSUs) [Member] | Director One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized						$ 20,000
Allocated Share-based Compensation Expense						$ 30,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition						6 months
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value		50,000
Restricted Stock Units (RSUs) [Member] | Director Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options						$ 20,000
Allocated Share-based Compensation Expense						$ 5,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition						2 years 5 months 16 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value		$ 30,000
Non Vested Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized						$ 50,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options						$ 800,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition						7 months 6 days
Employee Stock Option [Member] | Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options						$ 100,000
Allocated Share-based Compensation Expense						$ 5,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition						3 years 9 months 7 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value	$ 0.1
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	0.07
Employee Stock Option [Member] | Chief Financial Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized						$ 300,000
Allocated Share-based Compensation Expense						$ 100,000	$ 0
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition						3 years
Share-based Compensation Arrangements by Share-based Payment Award, Grants in Period, Grant Date Fair Value					$ 400,000

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PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Jun. 30, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property and equipment consisted of the following:

	As of June 30,
	(in thousands)
	2015		2014
Land and land improvements	$	2,804	$	2,804
Building and improvements		1,844		1,756
Machinery and equipment		1,785		1,233
Vineyard development		353		353
Vineyard equipment		327		327
Furniture and fixtures		260		256
Leasehold improvements		120		117
Vehicles		93		93
		7,586		6,939
Less accumulated depreciation and amortization		(1,835)		(1,386)
Total property and equipment, net	$	5,751	$	5,553

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TAXES (Details Textual) - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate [Line Items]
Deferred Tax Assets, Valuation Allowance, Current	$ 6.7	$ 3.0
Operating Loss Carryforwards	$ 2.6
Operating Loss Carry forwards Expiration Period	beginning in 2034

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SIGNIFICANT CUSTOMER INFORMATION, SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Tables)

12 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The following table reflects net sales, cost of sales and gross margin by segment for each of our FY15 and FY14 periods, respectively:

Net Sales

	For the years ended
	(in thousands, except percentages)
Distribution Channel	2015		2014
Wholesale	$	16,803	$	15,808
Direct to consumer		4,839		4,038
Internet		4,984		2,211
Total net sales	$	26,626	$	22,057

Cost of Sales

	For the years ended
	(in thousands, except percentages)
Distribution Channel	2015		2014
Wholesale	$	13,415	$	11,668
Direct to consumer		1,768		1,565
Internet		2,702		1,395
Total cost of sales	$	17,885	$	14,628

Gross Margin

	For the years ended
	(in thousands, except percentages)
Distribution Channel	2015		2014
Wholesale	$	3,388	$	4,140
Direct to consumer		3,071		2,473
Internet		2,282		816
Total gross profit	$	8,741	$	7,429

	For the years ended
	(in thousands, except percentages)
Distribution Channel	2015			2014
Wholesale		20.2	%		26.2	%
Direct to consumer		63.5	%		61.2	%
Internet		45.8	%		36.9	%
Overall gross margin percent of net sales		32.8	%		33.7	%

Schedule Of Concentrations Of Wholesale Sales And Accounts Receivable As A Percent Of Each [Table Text Block]

The following tables set forth concentrations of wholesale sales and accounts receivable as a percent of each total:

	Percent of Total Net Sales  Ended June 30,						Accounts Receivable as of  June 30,
	2015			2014			2015			2014
Customer A		5	%		8	%		-			2	%
Customer B		3	%		5	%		24	%		24	%
Customer C		5	%		7	%		9	%		4	%
Customer D		19	%		26	%		9	%		30	%
Customer E		-			-			-			-
Customer F		-			2	%		-			-
Customer G		1	%		2	%		1	%		7	%
Customer H		35	%		30	%		20	%		18	%
Customer I		4	%		2	%		18	%		-
Customer J		4	%		5	%		1	%		-

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STOCK-BASED COMPENSATION

12 Months Ended

Jun. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

NOTE 13 – STOCK-BASED COMPENSATION

Equity Incentive Plan

Our 2012 Stock Incentive Plan (“2012 Plan”), effective December 28, 2012, provides for the grant of incentive stock options, within the meaning of Section 422 of the Code, to our employees and any parent and subsidiary corporations’ employees, and for the grant of non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and dividend equivalent rights to our employees, directors and consultants and our parent and subsidiary corporations’ employees, directors and consultants.

Share Reserve

Since inception, 1.0 million shares have been reserved under The 2012 Plan and 0.6 million shares have been granted leaving 0.4 million shares available for grant. The 2012 Plan provides for annual increases in the number of shares available for issuance thereunder on the first business day of each fiscal year, beginning with our fiscal year following the year of the IPO, equal to the lesser of one percent (1%) of the number of shares of our Class A common stock outstanding as of such date or 14,000 shares.

Stock Options

The 2012 Plan allows for the grant of incentive stock options that qualify under Section 422 of the Code only to our employees and employees of any parent or subsidiary. Non-qualified stock options may be granted to our employees, directors, and consultants and those of any parent or subsidiary. The exercise price of all options granted under the 2012 Plan must at least be equal to the fair market value of our Class A common stock on the date of grant. The term of an incentive stock option may not exceed ten (10) years, except that with respect to any employee who owns more than ten percent (10%) of the voting power of all classes of our outstanding stock or any parent or subsidiary as of the grant date, the term must not exceed five (5) years, and the exercise price must equal at least one hundred ten percent (110%) of the fair market value on the grant date.

After the continuous service of an employee, director or consultant terminates, he or she may exercise his or her option, to the extent vested, for the period of time specified in the option agreement. However, an option may not be exercised later than the expiration of its term.

On June 25, 2014, we granted stock options to our Chief Financial Officer/Chief Operations Officer which vests over four years and had a fair value at date of grant of $0.4 million. We follow the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation - Stock Compensation” (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, non-employee directors, and consultants, including employee stock options.

On April 8, 2015, we granted 0.07 million shares of stock options to an officer of H.D.D. LLC which vests over 4 years and has a fair value at date of grant of $0.1 million. We account for our employee stock options under the fair value method of accounting using a Black-Scholes valuation model to measure stock option expense at the date of grant. The expected life assumptions for employee grants are based upon the simplified method, which averages the contractual term of the options of ten years with the average vesting term of four years for an average of six years. The risk-free interest rate is based on the expected U.S. Treasury rate over the expected life. Volatility reflects movements in our stock price over the most recent historical period equivalent to the expected life. The dividend yield assumption of zero is based upon the fact we have never paid cash dividends and presently have no intention of paying cash dividends in the future. The fair value of the stock option is recognized as compensation cost, on a straight-line basis over the four-year vesting period. The fair value of the stock option is recognized as compensation cost, on a straight-line basis over the four-year vesting period. As of June 30, 2015, we recognized $0.005 million in cumulative expense and had $0.1 million of unrecognized stock-based compensation expense that is expected to be recognized over a weighted average period of approximately 3.77 years.

 

We account for our employee stock options under the fair value method of accounting using a Black-Scholes valuation model to measure stock option expense at the date of grant. The expected life assumptions for employee grants are based upon the simplified method provided for under ASC 718-10, which averages the contractual term of the options of ten years with the average vesting term of four years for an average of six years. The risk-free interest rate is based on the expected U.S. Treasury rate over the expected life. Volatility reflects movements in our stock price over the most recent historical period equivalent to the expected life. The dividend yield assumption of zero is based upon the fact we have never paid cash dividends and presently have no intention of paying cash dividends in the future. The fair value of stock option grants is amortized to expense over the vesting period.

A summary of our stock option activity is presented below:

	Number of shares		Weighted average exercise price $		Weighted average remaining contractual life (years)		Aggregate intrinsic value (in thousands)
Outstanding, July 1, 2013		-	$	-		-	$	-
Granted		150,000	$	5.00		3.99		-
Vested		-		-		-		-
Exercised		-		-		-		-
Outstanding, June 30, 2014		150,000	$	5.00		3.99	$	-
Granted		70,000	$	2.96		3.77		-
Vested		(37,500)	$	5.00
Exercised		-						-
Forfeited, canceled or expired		-						-
Outstanding, June 30, 2015		182,500	$	4.22		3.29	$	-
Vested and Expected to Vest		182,500	$	4.22		3.29

The weighted-average fair value of options granted in FY15 and the related assumptions used are as follows (in percentages except share price):

Weighted-average grant date fair value	$	1.38
Exercise Price	$	2.96
Risk-free interest rate		1.1	%
Term		6.25
Expected volatility		75.18	%
Expected dividend		-

As of June 30, 2015, there was $0.4 million of unrecognized compensation expense related to the non-vested stock options that is expected to be recognized over the remaining term of the award.

The following table summarizes information about the stock options outstanding at June 30, 2015:

Outstanding Options							Options exercisable
Range of exercise prices	Number outstanding		Weighted average remaining contractual life (years)		Weighted average exercise price		Number exercisable	Weighted average exercise price
$0.00 to $5.00		182,500		3.29	$	4.22	37,500	$	5.00

 Stock Appreciation Rights

The 2012 Plan allows for the grant of stock appreciation rights (“SARs”). SARs allow the recipient to receive the appreciation in the fair market value of our Class A Common Stock between the date of grant and the exercise date.  The administrator will determine the terms of SARs, including when such rights become exercisable and whether to pay the increased appreciation in cash or with shares of our Class A Common Stock, or a combination thereof, except that the base appreciation amount for the cash or shares to be issued pursuant to the exercise of a SARs will be no less than one hundred percent (100%) of the fair market value per share on the date of grant. After the continuous service of an employee, director or consultant terminates, he or she may exercise his or her stock appreciation right, to the extent vested, only to the extent provided in the SARs agreement.

As of June 30, 2015 and June 30, 2014, there were no SARs issued or outstanding under the 2012 Plan.

Restricted Stock Awards

The 2012 Plan allows for the grant of restricted stock.  Restricted stock awards are shares of our Class A Common Stock that vest in accordance with terms and conditions established by the administrator.  The administrator will determine the number of shares of restricted stock granted to any employee, director or consultant.  The administrator may impose whatever conditions on vesting it determines to be appropriate.  For example, the administrator may set restrictions based on the achievement of specific performance goals.  Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.

On February 4, 2013, we granted 0.2 million shares of restricted stock to an independent contractor who serves as our Creative Director. The award vests over three years, and had a fair value at the date of grant of $0.9 million for a 5% interest in the LLC. We record the fair value and recognize the associated expense per FASB ASC Subtopic 505-50, Equity - Equity Based Payments to Non-Employees which defines the measurement date as the earlier of the date at which the commitment for performance is reached, or the date at which the performance is complete. The grant date fair value of restricted stock awards, to non-employees, is recognized as compensation cost, on a straight-line basis over the three-year vesting period, and subject to periodic market adjustments as the underlying equity instruments vest. As of June 30, 2015, the stock was valued at $0.8 million. We recognized $0.7 million in cumulative expense for FY15 and $0.5 million in cumulative expense for FY14. At June 30, 2015, there was $0.05 million of unrecognized stock compensation expense, related to the non-vested restricted stock award that is expected to be recognized over a weighted average period of approximately 0.60 years.

On December 9, 2013, we granted 0.01 million shares of restricted stock to certain directors of our company which vests over three years and has a fair value at date of grant of $0.03 million. The fair value of restricted stock, measured on the date of grant using the price of the Company’s common stock on grant date, is recognized as compensation cost on a straight-line basis over the three-year vesting period. As of December 31, 2014, we reduced the vesting term to two years to match the director’s term. We recognized $0.02 million in cumulative expense for FY15 and $0.01 in cumulative expense for FY14. At June 30, 2015, we had $0.01 million of unrecognized stock compensation expense related to the non-vested restricted stock award that is expected to be recognized over a weighted average period of approximately 0.44 years.

On June 25, 2014, we granted 0.2 million stock options, with the right to purchase Company Class A common shares, to our Chief Financial Officer/Chief Operations Officer. The stock options vest over four years and had a fair value at date of grant of $0.4 million. We account for our employee stock options under the fair value method of accounting using a Black-Scholes valuation model to measure stock option expense at the date of grant. The expected life assumptions for employee grants are based upon the simplified method, which averages the contractual term of the options of ten years with the average vesting term of four years for an average of six years. The risk-free interest rate is based on the expected U.S. Treasury rate over the expected life. Volatility reflects movements in our stock price over the most recent historical period equivalent to the expected life. The dividend yield assumption of zero is based upon the fact we have never paid cash dividends and presently have no intention of paying cash dividends in the future. The fair value of the stock option is recognized as compensation cost, on a straight-line basis over the four-year vesting period. In FY15, we recognized $0.1 million in cumulative expense and no expense for FY14. At June 30, 2015, we had $0.3 million of unrecognized stock-based compensation expense that is expected to be recognized over a weighted average period of approximately 3 years.

On June 25, 2014, we granted 0.1 million shares of restricted stock units to our Chief Financial Officer/Chief Operations Officer which vest over four years and had a fair value at date of grant of $0.4 million. The grant date fair value of RSU awards is recognized as compensation cost, on a straight-line basis over the four-year vesting period. In FY15, we recognized $0.1 million in cumulative expense and no expense in FY14. At June 30, 2015, we had $0.3 million of unrecognized stock-based compensation expense that is expected to be recognized over a weighted average period of approximately 3 years.

On November 20, 2014, during our annual stockholders meeting, our stockholders approved an amendment to our 2012 Stock Incentive Plan (“2012 Plan”), to increase the number of shares of Class A common stock reserved for issuance under the 2012 Plan by 0.7 million shares or from 0.3 million shares to 1.0 million shares.

On December 15, 2014, we granted 0.01 million shares of restricted stock to certain directors of our company which vested immediately upon grant and had a fair value at date of grant of $0.05 million and recognized expense as of December 31, 2014. The fair value of restricted stock was measured on grant date using the Company’s common stock price on grant date.

On December 15, 2014, we granted 0.01 million shares of restricted stock to certain directors of our company which vests over one year and has a fair value at date of grant of $0.05 million. The fair value of restricted stock, measured on the date of grant using the price of the Company’s common stock on grant date, is recognized as compensation cost, on a straight-line basis over the one - year vesting period. As of June 30, 2015, we recognized $0.03 million in cumulative expense and had $0.02 million of unrecognized stock-based compensation expense that is expected to be recognized over a weighted average period of approximately 0.5 years.

On December 15, 2014, we granted 0.008 million shares of restricted stock to a director of our company which vests over three years and has a fair value at date of grant of $0.03 million. The fair value of restricted stock, measured on the date of grant using the price of the Company’s common stock on grant date, is recognized as compensation cost, on a straight-line basis over the three - year vesting period. As of June 30, 2015, we recognized $0.005 of cumulative expense and had $0.02 million of unrecognized stock-based compensation expense that is expected to be recognized over a weighted average period of approximately 2.46 years.

Stock-based compensation is included in general and administrative expenses and sales and marketing expenses in our consolidated statement of operations. A summary of our restricted stock awards activity is presented below:

Restricted Stock Awards
	Number of Shares		Weighted Average Grant Date Fair Value Per Share
Outstanding at June 30, 2014		148,928	$	4.89
Granted		35,201		3.80
Vested		(86,802)		3.43
Forfeited, canceled or expired		-		-
Outstanding at June 30, 2015		97,327	$	3.24

Restricted Stock Units

The 2012 Plan allows for the grant of restricted stock units (“RSUs”). RSUs are awards that will result in payment to a recipient at the end of a specified period only if the vesting criteria established by the administrator are achieved or the award otherwise vests. The administrator may impose whatever conditions to vesting, restrictions and conditions to payment it determines to be appropriate. The administrator may set restrictions based on the achievement of specific performance goals or on the continuation of service or employment. Payments of earned RSUs may be made, in the administrator’s discretion, in cash, with shares of our Class A Common Stock or other securities, or a combination thereof.

A summary of our restricted stock units activity is presented below:

Restricted Stock Units
	Number of Shares		Weighted Average Grant Date Fair Value Per Share
Outstanding at June 30, 2014		87,500	$	5.00
Granted		-
Vested		(21,875)	$	5.00
Forfeited, canceled or expired		-
Outstanding at June 30, 2015		65,625	$	5.00

The following table presents total stock-based compensation expense for FY15 and FY14, respectively:

	Fiscal years ended June 30,
	2015		2014
Sales and marketing	$	251	$	341
General and administrative		310		95
	$	561	$	436

We utilize ASC 740 – Income Taxes, ordering for purposes of determining when excess tax benefits have been realized. We have elected the “with-and-without” approach regarding ordering of windfall tax benefits to determine whether the windfall tax benefit did reduce taxes payable in the current year. Under this approach, the windfall tax benefits would be recognized in additional paid-in capital only if an incremental tax benefit is realized after considering all other tax benefits presently available to us. There were no amounts recognized in FY15.