8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 24, 2015

TRUETT-HURST, INC.

______________

(Exact name of registrant as specified in its charter)

Delaware	001-35973	46-1561499
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

125 Foss Creek Circle, Healdsburg, CA 95448

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (707) 431.4423

(Former name or former address, if changed since last report): Not applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On September 24, 2015, Truett-Hurst Inc. (NASDAQ: THST), announced its financial results for its fiscal year ended June 30, 2015.  A copy of Truett-Hurst Inc.’s press release announcing these financial results is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this report, including the press release and presentation furnished as Exhibits 99.1 and 99.2 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. In addition, the exhibits furnished herewith contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibits.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

The exhibits listed below are furnished pursuant to Item 2.02 hereof and shall not be deemed “filed” under the Securities Exchange Act of 1934.

99.1 Press release issued by Truett-Hurst, Inc. on Sept 24, 2015.

99.2 Truett-Hurst, Inc. Fiscal year ended June 30, 2015 Teleconference Presentation, dated Sept 24, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Truett-Hurst, Inc.

By:	/s/ Paul Forgue
Paul Forgue
Chief Financial Officer and Chief Operations Officer

Date: Sept 24, 2015 

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release issued by Truett-Hurst, Inc. on September 24, 2015.
99.2	Truett-Hurst, Inc. Fiscal year ended June 30, 2015  Teleconference Presentation, dated Sept 24, 2015.

EX-99.1

Exhibit 99.1

Truett-Hurst, Inc. Reports Fiscal 2015 Results

Healdsburg, California (September 24, 2015) – Truett-Hurst, Inc. (NASDAQ: THST) today reported results for fiscal 2015 (“FY15”), which ended June 30, 2015. Truett-Hurst, Inc. operates an innovative and fast growing super-premium and ultra-premium wine sales, marketing and production company based in the acclaimed Dry Creek and Russian River Valleys of Sonoma County, California.

FY15 vs. FY14

· Net sales up 20.7% to $26.6 million from $22.1 million (+$4.5 million):

o Wholesale up 6.3% to $16.8 million.

o Direct to Consumer (“DTC”) up 19.8% to $4.8 million.

o Internet up 125.5% to $5.0 million.

Despite the Company’s inability to ship the Paperboy product due to continued unavailability of bottles, wholesale net sales during the year were up compared to the prior year. After eliminating Paperboy sales from both periods and the Paperboy related loss contingency from FY15, net sales for all other wholesale products grew 20.8% from an adjusted total of $14.3 million in FY14 (of the 20.8% growth, 5% was attributed to sales of the CA Winecraft brand). Applying the same adjustments to overall net sales, total net sales grew 31.9% in the year from an adjusted total of $20.6 million in FY14.

During the fourth quarter of 2015 we launched our CA Winecraft brand with The Kroger Company. 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 leading us to have excess inventory as of June 30, 2015. Due to this excess inventory, we established a $0.5 million reserve for potential obsolescence of the CA Winecraft product which increased our cost of goods sold and reduced our overall gross margins.

Gross margins declined to 33% from 34%. Gross profit increased $1.3 million to $8.7 million. Gross margin in FY15 was impacted by Paperboy charges of $0.8 million and charges of $0.6 million related to CA Winecraft. After adjusting for these items, gross margin for FY15 would have been 37% vs. 34% in FY14.

Truett-Hurst, Inc. • 125 Foss Creek Circle • Healdsburg, CA 95448 • tel: 707.431.4423 • fax: 707.395.0289 • email: ir@truetthurstinc.com

Truett-Hurst, Inc. Announces Fiscal 2015 Financial Results

Operating Expenses:

Operating expenses for FY15 were $11.0 million compared to $8.7 million in the prior-year period. Sales and marketing expense increased $1.6 million primarily due to higher variable expenses associated with our internet net sales (i.e., shipping, credit card transaction fees and sales commissions). We also had higher personnel costs and brand related programming, promotions and incentives. General and administrative expense was higher by $0.7 million primarily due to increased compensation expense (including non-cash stock compensation expense) and increased professional fees. FY15 included non-cash impairment charges of $0.5 million ($0.4 million related to The Wine Spies and $0.1 million related to CA Winecraft) while FY14 included a provision for loss on deposit of $0.5 million from our former paper bottle supplier’s filing of administration in the UK.

Phillip L. Hurst, Truett-Hurst, Inc.’s President and CEO stated, “Fiscal 2015 has been a challenging year for Truett-Hurst with two of our innovation projects resulting in losses for the company. Our internet business, which started the year off with triple-digit growth, ended the year with single digit growth in the fourth quarter. Lessons learned this year have helped us to refine our strategy and refocus our efforts with retailers dedicated to growing retail exclusive brands. We look forward to putting the challenges of 2015 behind us and executing our strategy in 2016 and beyond.”

Earnings Call

Truett-Hurst, Inc.’s management will host a conference call today, September 24, 2015, at 1:30 p.m. PDT (4:30 p.m. EDT) to discuss the Company's financial results. To listen to the conference call, dial in approximately ten minutes before the scheduled call to 1.888.347.6082 or international at 1.412.902.4286 and request Truett-Hurst, Inc.’s Fiscal Year Ended June 30, 2015 Results Call, or visit our webcast link: https://www.webcaster4.com/Webcast/Page/1132/10595.

A supporting Fiscal Year End 2015 Earnings Presentation, in advance of the conference call, will be available at:

http://www.truetthurstinc.com/index.php?s=151&cat=3

To listen to a replay of the call, dial US Toll Free: 1.877.344.7529 or International Toll: 1.412.317.0088 and enter the replay access code 10072536. The call will be available one hour after the end of the conference call through October 1, 2015 at 9:00 am ET.

Truett-Hurst, Inc. Announces Fiscal 2015 Financial Results

TRUETT-HURST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share data)

	For the years ended
	June 30,
	2015			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		-			490
Impairment of goodwill and intangible assets		361			-
Impairment of other assets		112			-
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 attributable to non controlling interests:  The Wine Spies, LLC		(162	)		(118	)
Net loss income attributable to Truett-Hurst, Inc. and H.D.D. LLC		(2,448	)		(1,166	)
Less: Net loss attributable to non-controlling interest: H.D.D. LLC		(1,087	)		(638	)
Net loss attributable to Truett-Hurst, Inc.	$	(1,361	)	$	(528	)
Net loss per share:
Basic and diluted	$	(0.35	)	$	(0.15	)
Weighted average shares used in computing net loss per share:
Basic and diluted shares		3,862,214			3,621,455

Truett-Hurst, Inc. Announces Fiscal 2015 Financial Results

TRUETT-HURST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	June 30, 2015			June 30, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	1,679		$	5,567
Accounts receivable		2,797			3,300
Inventories, net		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		-			134
Total assets	$	33,903		$	34,328
LIABILITIES and EQUITY
Current liabilities:
Credit facilities	$	9,034		$	8,685
Accounts payable and accrued expenses		4,176			3,194
Accrual for sales returns		524			-
Due to related parties		134			56
Related party note		-			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
Equity:
Stockholders' equity
Preferred stock, par value of $0.001 per share, 5,000,000 shares authorized,		-			-
none issued and outstanding at June 30, 2015 and June 30, 2014
Class A common stock, par value $0.001 per share, 15,000,000 authorized,		4			4
4,010,120 issued and outstanding at June 30, 2015 and 3,750,472 issued
and outstanding at June 30, 2014
Class B common stock, par value of $0.001 per share, 1,000 authorized, 8		-			-
issued and outstanding at June 30, 2015 and 9 issued and outstanding at
June 30, 2014
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

Truett-Hurst, Inc. Announces Fiscal 2015 Financial Results

TRUETT-HURST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	For the years ended
	June 30,
	2015			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			-
Impairment of goodwill and intangible assets		361			-
Impairment of other assets		112			-
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		-			(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			-
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		-			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		$	-

Truett-Hurst, Inc. Announces Fiscal 2015 Financial Results

About Truett-Hurst, Inc.

Truett-Hurst, Inc. (NASDAQ: THST, www.truetthurstinc.com) is a holding company and its sole asset is the controlling equity interest in H.D.D. LLC., an innovative and fast-growing super-premium, ultra-premium and luxury wine sales, marketing and production company based in the acclaimed Dry Creek and Russian River Valleys of Sonoma County, California. Truett-Hurst, Inc. is headquartered in Healdsburg, California.

Forward-Looking Statements

This press release and our earnings conference call for the fiscal year ended June 30, 2015 contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, that are made as of the date of this press release based upon our current expectations. All statements, other than statements of historical fact, regarding our strategy, future operations, financial position, estimated revenue, projected costs, prospects, plans, opportunities, and objectives constitute “forward-looking statements.” The words “may,” “will,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “potential” or “continue” and similar types of expressions identify such statements, although not all forward-looking statements contain these identifying words. Such forward-looking statements include expectations regarding revenue, income, expenses, for the fiscal year ending June 30, 2016 and any future periods. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause such differences include, but are not limited to, a reduction in the supply of grapes and bulk wine available to us; significant competition; any change in our relationships with retailers which could harm our business; we may not achieve or maintain profitability in the future; the loss of key employees; a reduction in our access to, or an increase in the cost of, the third-party services we use to produce our wine; credit facility restrictions on our current and future operations; failure to protect, or infringement of, trademarks and proprietary rights; these factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report. For additional information, see our Annual Report on Form 10-K to be filed on, or about September 28, 2015, or our other reports currently on file with the Securities and Exchange Commission, which contain a more detailed discussion of risks and uncertainties that may affect future results. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Truett-Hurst, Inc. Announces Fiscal 2015 Financial Results

For more information, contact:

Truett-Hurst, Inc.

Paul Forgue,

Chief Financial Officer & Chief Operations Officer

Phone: 707.431.4423

Fax: 707.395.0289

Email: paul@truetthurstinc.com

EX-99.2

Exhibit 99.2

Truett - Hurst, Inc. FY15 Earnings Call September 24, 2015 NASDAQ: THST 1

2 Safe Harbor Statement This presentation (including the presentation and any subsequent questions and answers) contains statements that are forward - looking within the meaning of the Private Securities Litigation Reform Act of 1995 , Section 27 A of the Securities Act of 1933 and Section 21 E of the Securities Exchange Act of 1934 . Such forward - looking statements are based on the current beliefs of Truett - Hurst, Inc . ’s management and are not guarantees of future performance . Any such forward - looking statements are and will be, as the case may be, subject to many risks, uncertainties, assumptions and factors relating to the operations and business environments of Truett - Hurst, Inc . and its subsidiaries that may cause the actual results of the companies to be materially different from any future results expressed or implied in such forward - looking statements . These risk factors, include, but are not limited to, a reduction in the supply of grapes and bulk wine available to us ; significant competition ; any change in our relationships with retailers could harm our business ; we may not achieve or maintain profitability in the future ; the loss of key employees ; a reduction in our access to, or an increase in the cost of, the third - party services we use to produce our wine could harm our business ; credit facility restrictions on our current and future operations ; failure to protect, or infringement of, trademarks and proprietary rights ; these factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report or detailed in our periodic filings (including Forms 8 - K, 10 - K and 10 - Q) or other documents filed with the Securities and Exchange Commission . For more detailed information on us, please refer to our filings with the Securities and Exchange Commission, which are readily available at http : //www . sec . gov, or through the our Investor Relations website at http : //www . truetthurstinc . com . For additional information, see our annual report for the year ended June 30 , 2015 on Form 10 - K to be filed on or about September 28 , 2015 , or our other reports currently on file with the Securities and Exchange Commission, which contain a more detailed discussion of risks and uncertainties that may affect future results . We do not undertake to update any forward - looking statements unless otherwise required by law .

Agenda • Financial Update – CA Winecraft – FY15 vs. FY14 – FY15Q4 vs. FY14Q4 – Net Revenue Growth – P&L Recap – Select Balance Sheet Data – Ownership Structure • Business Update – Customer Update – Risks and Opportunities • Q&A 3

FINANCIAL UPDATE 4

CA Winecraft ― After watching the explosion in craft beer sales and the evolution from craft beers in bottles to cans, we developed CA Winecraft to target craft beer consumers who might also purchase craft wine coolers. ― Upon the completion of the initial designs and product formulas we presented the concept to several large U.S. retailers as an exclusive brand. ― The Kroger Company expressed strong interest and we signed a supply contract providing two - year exclusivity. ― In conjunction with the contract we worked with Kroger to estimate launch volumes, ongoing sales and initial production quantities. THI ultimately produced inventory to meet the estimated launch volumes and 3 - 4 months of estimated sales. ― The brand was launched in July 2015 on display racks in approximately 600 stores and on the shelf in approximately 1,000 stores which was well below the expectations that informed our production decisions. ― Retail sales volume failed to grow to the levels that both Kroger and THI estimated. ― Kroger is now planning to mark down the inventory they have in their stores in an effort to increase the rate of sale and help move through the stock with our distributors. ― We are not certain how these actions will impact the rate of sale; however, we do not anticipate that they will lead to additional purchase of our remaining inventory. As such we have booked an obsolescence reserve against our remaining inventory and have written off all production materials and other assets related to the brand. ― The $0.6 million of inventory related expense is included in cost of goods sold and the remaining $0.1 million is included as impairment of other assets. 5

FY15 vs. FY14 ― Revenue growth of 21 % with net sales of $26.6 million (an increase of $4.6 million versus prior year) ― 6.3% increase in Wholesale (FY15Q4 growth rate 43% versus prior - year Q4) ― 19.8% increase in DTC (FY15Q4 +19% versus prior - year Q4) ― 125.5% increase in Internet (FY15Q4 growth rate + 8% versus prior - year Q4, sequential decline) ― Overall gross margin percent declined to 33% from 34% (gross profit dollars of $1.3 million) ― Wholesale: 6.0 margin point decrease (7.5 margin point impact from Paperboy and CA Winecraft ) ― DTC: 2.2 margin point increase ― Internet: 8.9 margin point increase ― Operating expenses of $11.0 million ― $1.6 million increase in sales and marketing (significant variable costs associated with internet sales) ― $0.7 million increase in general and administrative (includes increased compensation costs and professional fees) ― $0.4 million impairment of goodwill and intangible assets related to The Wine Spies 6

FY15Q4 vs. FY14Q4 ― Revenue growth of 34.7 % with net sales of $7.4 million (an increase of $1.9 million versus prior - period quarter) ― 42.6% increase in Wholesale ― 19.0% increase in DTC ― 8.4% increase in Internet (anticipate this lower FY15Q4 revenue run rate to continue) ― Overall gross margin declined to 25.3% and gross profit dollars were flat at $1.9 million ($0.6 million inventory impairment reduced gross margin by 8.4 margin points) ― Wholesale: 8.3 margin point decline ― 11.1 margin point impact from CA Winecraft inventory reserve ― Adjusted for impact of reserve, 2.9 margin point improvement for wholesale ― DTC: gross margin unchanged vs. prior year - quarter at 63.4% ― Internet: 7.1 margin point increase ― Operating expenses of $3.0 million ― $0.2 million increase in sales and marketing ― $0.1 million increase in general and administrative ― $0.5 million of impairment of intangibles and goodwill 7

14,300 17,276 4,038 4,839 2,211 4,985 - 5,000 10,000 15,000 20,000 25,000 30,000 2014 2015 In Thousands Wholesale DTC Internet 8 Net Revenue Growth (adjusted for Paperboy impacts) Twelve Months ended June 30 Reported wholesale and consolidated growth rates have been negatively impacted by several items related to our Paperboy brand . In Q215, we recorded a sales contingency accrual which reduced sales by $0.6 million. Due to unavailability of paper bottles, w e h ave not been able to produce and therefore sell significant amounts of our Paperboy brand during FY15. The charts below highlight ou r segment and consolidated net sales after removing the impact of these Paperboy related items from each period. 21% 20% 125% Consolidated Growth w/out Paperboy items 32% $3.0 million in incremental wholesale net revenue • 50% from on - going brands (sold during 2014) • 30% from new retail exclusive brands (e.g. Sonoma Ranches, Republic of Wine, Stonegate Cabernet) • 20% from CA Winecraft (uncertain future) Composition of wholesale growth:

P&L Recap 9 FY 14 FY 15 FY15 v FY14 Q1 Q2 Q3 Q4 FY14 Q1 Q2 Q3 Q4 FY15 B / (W) % D Net sales before impact of loss contingency 5,386$ 5,996$ 5,160$ 5,515$ 22,057$ 6,482$ 7,146$ 6,152$ 7,428$ 27,208$ 5,151$ 23.4% Loss Contingency (1) - - - - - - (582) - - (582) (582) Net Sales - Reported 5,386 5,996 5,160 5,515 22,057 6,482 6,564 6,152 7,428 26,626 4,569 20.7% Gross profit before PB & CAW Items (1) 1,789 2,121 1,752 1,767 7,429 2,435 2,790 2,429 2,501 10,155 2,726 36.7% PB & CAW Related Items (1) - (791) - (623) (1,414) (1,414) Gross profit - Reported 1,789 2,121 1,752 1,767 7,429 2,435 1,999 2,429 1,878 8,741 1,312 17.7% Gross Margin % - Reported 33% 35% 34% 32% 34% 38% 30% 39% 25% 33% Gross Margin % - Adjusted 33% 35% 34% 32% 34% 38% 39% 39% 34% 37% Sales and marketing ex stock comp 1,048 1,321 1,337 1,434 5,140 1,482 1,758 1,845 1,699 6,784 (1,644) -32.0% Sales and Marketing stock comp 106 78 40 117 341 83 100 40 28 251 90 1,154 1,399 1,377 1,551 5,481 1,565 1,858 1,885 1,727 7,035 (1,554) General and administrative ex stock comp 728 579 602 696 2,605 888 707 780 747 3,122 (517) -19.8% General and administrative stock comp 8 9 11 67 95 55 105 75 75 310 (215) 736 588 613 763 2,700 943 812 855 822 3,432 (732) Other - (1) 400 88 487 2 - 10 473 485 2 Total Operating Expenses 1,890 1,986 2,390 2,402 8,668 2,510 2,670 2,750 3,022 10,952 (2,284) -26.3% Income (loss) from Operations (101)$ 135$ (638)$ (635)$ (1,239)$ (75)$ (671)$ (321)$ (1,144)$ (2,211)$ (972)$ Add: Stock Comp 114 87 51 184 436 138 205 115 103 561 125 Add: Other - (1) 400 88 487 2 - 10 473 485 (2) Add: Paper Boy & CA Wine Craft Charges - - - - - - 791 - 623 1,414 1,414 Income (loss) from Operations - Adjusted 13$ 221$ (187)$ (363)$ (316)$ 65$ 325$ (196)$ 55$ 249$ 565$

10 Select Balance Sheet Data Q-O-Q 2015 2015 ; in Q3 Q4 WC Total Assets 35,071$ 33,903$ Total Liabilities 17,626 17,534 Total Equity 17,445 16,369 35,071 33,903 Cash and cash equivalents 2,072 1,679 Property & equipment, net 5,811 5,751 Major Working Capital Accounts A/R 2,349 2,797 (448) Inventories 22,269 22,127 142 Bulk Wine Deposit 1,122 345 777 AP & Accrueds 4,236 4,176 (60) 411 Interest Bearing Debt Credit facilities 8,865 9,034 Other Interest Bearing Debt 3,736 3,640 12,601 12,674

11 Ownership Structure Activity during Q4FY15: • 70,000 options granted HDD LLC Ownership Class A Shares (Fully Diluted) Members THI Total Outstanding Unconverted LLC Units Equity Incentives Total As of Initial Public Offering 4,102,644 2,700,000 6,802,644 2,700,000 4,102,644 252,000 7,054,644 60.3% 39.7% 100.0% 38.3% 58.2% 3.6% 100.0% Changes through 6/30/15: LLC Conversions (1,111,318) 1,111,318 0 1,111,318 (1,111,318) 0 0 Vesting of Equity Incentives Outstanding @ IPO Date 0 0 0 112,000 0 (112,000) 0 Post IPO Equity Incentives Equity Incentives Granted - RSA / RSU 0 0 0 0 0 131,629 131,629 Equity Incentives Granted - Options 0 0 0 0 0 220,000 220,000 Equity Incentives Vested 0 0 0 86,802 0 (86,802) 0 0 0 0 86,802 0 264,827 351,629 As of 6/30/15 2,991,326 3,811,318 6,802,644 4,010,120 2,991,326 404,827 7,406,273 44.0% 56.0% 100.0% 54.1% 40.4% 5.5% 100.0% Equity Market Capitalization based on June 30, 2015 Class A common stock closing price of $2.28 15,963,296$ Calculated using 4,010,120 Class A common shares outstanding and 2,991,326 LLC units convertible to Class A common stock as of June 30, 2015

BUSINESS UPDATE 12

Customer Updates • The Kroger Company – Disappointing execution and customer acceptance of CA Winecraft – Sonoma Ranches brand in stores and selling well • Albertsons/Safeway – Acquisition is complete – moved from corporate control to regional control – #1 or #2 grocer in every market in the US • Target Corporation – Republic Of Wine – initial strong success – 3 new items for OND (Champagne, CdR , and Chardonnay) • Total Wines & More – L4Q’s growth in retail sales = +33% (9 - 1 - 15) – Working with ownership and new buying team to continue to increase sales on existing skus • Trader Joe’s – Dearly Beloved selling well – Sauvignon Republic renewed for another year – Invitation for new product proposals • Colby Red – Targeting crossing $1 million in lifetime heart health charity donations – New support from distributors – Founding retailer, Walgreen’s, set for ongoing promotions • Three Tier Brands – Investigating exclusive brand options 13

Market Risks & Opportunities • Market Risks – The Wine Spies • Loss of major internet partner • Moving back to previous sales volumes – Three Tier Distribution • THI moving to exclusive brands • Market Opportunities – Large retail partners are focused on wine category to support aggressive growth targets – Retailers control shelf space and promotions • Opportunity to build “brands” – Private label/Control brands taking share • TJ’s, Total, The Kroger Co. significant share of category • Target, Albertsons - Safeway – more emphasis – Light 2015 harvest should help maintain pricing – Consumers seeking innovation/new brands 14

Q & A 15

16 APPENDIX I. Contact Information II. Conference Call Playback Information

Appendix I - Contact Information 17 Phillip L. Hurst Chief Executive Officer, President Email: phil@truetthurst.com T: 707.431.4408 M: 707.318.7480 Paul A. Forgue Chief Financial Officer & Chief Operations Officer Email: paul@truetthurst.com T: 707.431.4423 M: 707.494.3452 www.truetthurstinc.com ir@truetthurstinc.com

Appendix II – Call Playback Information Webcast/PowerPoint/Replay available at: http://www.truetthurstinc.com/index.php?s=151&cat=3 Replay available until October 1, 2015. 18