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):

November 10, 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 November 10, 2015, Truett-Hurst Inc. (NASDAQ: THST), announced its financial results for its first quarter fiscal year 2016 ended September 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 November 10, 2015.

99.2         Truett-Hurst, Inc. First Quarter Fiscal Year 2016 ended September 30, 2015 Teleconference Presentation, dated November 10, 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: November 10, 2015

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release issued by Truett-Hurst, Inc. on November 10, 2015.
99.2	Truett-Hurst, Inc. First Quarter Fiscal Year 2016 ended September 30, 2015 Teleconference Presentation, dated November 10, 2015.

EX-99.1

Exhibit 99.1

 

Truett-Hurst, Inc. Reports First Quarter FY16 Results

Healdsburg, California (November 10, 2015) – Truett-Hurst, Inc. (NASDAQ: THST), which 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, reported results for the first quarter of fiscal 2016 which ended on September 30, 2015.

First Quarter FY16 vs. FY15

Total net sales growth for the quarter was 5% (compared to the same quarter last year) with a consolidated gross margin of 34% and gross profit of $2.3 million.

Wholesale

· Net sales of $5.1 million (+24% or $1 million)

· Gross Margin of 26% (a decrease of 1.9 margin points)

· Gross Profit of $1.3 million (+$0.2 million)

Direct to Consumer (DTC)

· Net sales of $1.3 million (+19% or $0.2 million)

· Gross Margin of 67% (an increase of 1.9 margin points)

· Gross Profit of $0.8 million (+$0.2 million)

Internet

· Net sales of $0.4 million (-65% or $0.8 million)

· Gross Margin of 44% (a decrease of 3.9 margin points)

· Gross Profit $0.2 million (-$0.4 million)

· Because of the high variable costs associated with the prior years’ revenue, net income (before the non controlling interest) from The Wine Spies declined only $0.04 million.

Operating Expenses:

Operating expenses for the quarter were $2.5 million compared to $2.5 million in the same quarter last year. Sales & marketing and general & administrative expenses were flat versus the same quarter in the prior year at $1.6 million and $0.9 million respectively.

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

“Our first quarter puts us on the right track for fiscal 2016,” commented Phillip L. Hurst, Truett-Hurst, Inc.’s President and CEO, “The wholesale and direct to consumer segments delivered a combined 23% growth rate this quarter versus the same quarter last year. Our focused strategy is resonating with our customers and we’re seeing signs of this focus in our first quarter numbers.”

Earnings Call

Truett-Hurst, Inc.’s management will host a conference call today, November 10, 2015, at 1:30 p.m. PT (4:30 p.m. ET) 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 2016 First Quarter Results Call, or visit our webcast link: https://www.webcaster4.com/Webcast/Page/1132/11564.

A supporting presentation, in advance of the conference call, will be available at:

http://www.truetthurstinc.com

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 10075815. The call will be available one hour after the end of the conference call through November 17, 2015 at 9:00 am ET.

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 quarter ended September 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 period ended September 30, 2015. 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 filed on 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. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	September 30, 2015			June 30, 2015
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	2,769		$	1,679
Accounts receivable		3,587			2,797
Inventories		24,257			22,127
Bulk wine deposit		25			345
Other current assets		144			316
Total current assets		30,782			27,264
Property and equipment, net		5,879			5,751
Intangible assets, net		485			481
Other assets, net		419			407
Total assets	$	37,565		$	33,903
Liabilities and Equity
Current liabilities:
Credit facilities	$	9,995		$	9,034
Accounts payable and accrued expenses		6,531			4,176
Accrual for sales returns		518			524
Due to related parties		334			134
Current maturities of long term debt		532			368
Total current liabilities		17,910			14,236
Deferred rent liability		18			26
Long term debt, net of current maturities		3,504			3,272
Total liabilities		21,432			17,534
Commitments and contingencies (Note 6)
Equity:
Stockholders’ equity
Preferred stock, par value of $0.001 per share, 5,000,000 shares authorized none issued and outstanding at September 30, 2015 and June 30, 2015		-			-
Class A common stock, par value of $0.001 per share, 15,000,000 authorized, 4,031,995 issued and outstanding at September 30, 2015 and 4,010,120 issued and outstanding at June 30, 2015		4			4
Class B common stock, par value of $0.001 per share, 1,000 authorized, 8 issued and outstanding at September 30, 2015 and June 30, 2015		-			-
Additional paid-in capital		14,704			14,618
Accumulated deficit		(5,568	)		(5,356	)
Total Truett-Hurst, Inc. equity		9,140			9,266
Noncontrolling interests		6,993			7,103
Total equity		16,133			16,369
Total liabilities and equity	$	37,565		$	33,903

TRUETT-HURST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share data)

(unaudited)

	Three Month Period Ended
	September 30,
	2015			2014
Sales	$	6,978		$	6,614
Less excise tax		(163	)		(132	)
Net sales		6,815			6,482
Cost of sales		4,471			4,047
Gross profit		2,344			2,435
Operating expenses:
Sales and marketing		1,581			1,565
General and administrative		910			943
(Gain) loss on disposal of  assets		(1	)		2
Total operating expenses		2,490			2,510
Loss from operations		(146	)		(75	)
Other income (expense):
Interest expense, net		(83	)		(64	)
Other		(93	)		(9	)
Total other expense		(176	)		(73	)
Loss before income taxes		(322	)		(148	)
Income tax expense		-			2
Net loss before noncontrolling interest		(322	)		(150	)
Net income attributable to noncontrolling interest:  The Wine Spies, LLC		16			36
Net loss attributable to Truett-Hurst, Inc. and H.D.D. LLC		(338	)		(186	)
Less: Net loss attributable to noncontrolling interest: H.D.D. LLC		(126	)		(86	)
Net loss attributable to Truett-Hurst, Inc.	$	(212	)	$	(100	)
Net loss per share:
Basic and diluted	$	(0.05	)	$	(0.03	)
Weighted average shares used in computing net loss per share:
Basic and diluted
		4,027,183			3,750,472

TRUETT-HURST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

	Three Month Period Ended
	September 30,
	2015			2014
Cash flows from operating activities:
Net loss before noncontrolling interests	$	(322	)	$	(150	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		155			154
Stock-based compensation		86			138
Deferred rent		(8	)		(5	)
Deferred taxes		-			(2	)
Loss (gain) on fair value of interest rate swap		72			(5	)
(Gain) loss on disposal of assets		(1	)		2
Changes in operating assets and liabilities, net
Accounts receivable		(790	)		(659	)
Inventories		(2,130	)		(6,481	)
Bulk wine deposit		320			1,424
Other current assets		172			(15	)
Accounts payable and accrued expenses		2,285			4,938
Accrual for sales returns		(6	)		-
Due to related parties		200			(18	)
Net cash provided by (used in) operating activities		33			(679	)
Cash flows from investing activities:
Acquisition of property and equipment		(260	)		(392	)
Acquisition of intangible and other assets		(42	)		(31	)
Proceeds from sale of assets		2
Net cash used in investing activities		(300	)		(423	)
Cash flows from financing activities:
Net proceeds from line of credit		961			370
Proceeds from long-term debt		481			-
Payments on long-term debt		(85	)		(83	)
Net cash provided by financing activities		1,357			287
Net change in cash and cash equivalents		1,090			(815	)
Cash  and cash equivalents at beginning of period		1,679			5,567
Cash and cash equivalents at end of period	$	2,769		$	4,752
Supplemental disclosure of cash flow information:
Cash paid for interest	$	81		$	39
Cash paid for income taxes	$	-		$	2

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. FY16 Q1 Earnings Call November 10, 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 filed on 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 – Q1: FY16 vs FY15 – Q1: P&L Recap FY16 vs FY15 – Select Balance Sheet Data – Inventory – Ownership Structure • Business Update • Q&A 3

FINANCIAL UPDATE 4

Q1: FY16 vs FY15 ― Revenue growth of 5 % with net sales of $6.8 million (an increase of $0.3 million versus prior year) ― 23.5% increase in Wholesale ― 19.0% increase in DTC ― 65.3% decrease in Internet ― Overall gross margin percent declined to 34% from 38% (gross profit dollars of $2.3 million) ― Wholesale: 1.9 margin point decrease (sales mix in the quarter) ― DTC: 1.9 margin point increase ― Internet: 3.9 margin point decrease ― Operating expenses of $2.5 million ― Overall expense the same as prior year same quarter. ― Lower sales and marketing costs at The Wine Spies offset by increased promotional spending. 5

Q1: P&L Recap FY16 vs FY15 6 $77 thousand of difference related to mark - to - market adjustments of interest rate swap Lower variable expenses from internet segment offset by higher Q1 wholesale expense The Wine Spies Q1 FY15 FY16 B / (W) Revenue 1,284 445 (839) Gross Profit 610 194 (416) TWS Net Income before NCI 72 32 (40) H.D.D. LLC Interest in TWS Net Income 36 16 (20) FY 15 FY 16 Q1 Q1 B / (W) Net sales 6,482$ 6,815$ 333$ 5.1% Gross profit 2,435 2,344 (91) -3.7% Gross Margin % 38% 34% -3% Sales and marketing ex stock comp 1,482 1,570 (88) 5.9% Sales and marketing stock comp 83 11 72 1,565 1,581 (16) 1.0% General and administrative ex stock comp 888 835 53 -6.0% General and administrative stock comp 55 75 (20) 943 910 33 -3.5% Other 2 (1) 3 Total Operating Expenses 2,510 2,490 20 -0.8% Loss from Operations (75) (146) (71) Non-controlling Interest: The Wine Spies (36) (16) 20 Operating Loss after TWS NCI (111) (162) (51) Non Operating Expenses Interest expense, net (64) (83) (19) Other (9) (93) (84) Income tax expense (2) - 2 (75) (176) (101) Net Loss attributable to Truett-Hurst, Inc. and H.D.D. LLC (186)$ (338)$ (152)$ Operating expenses (excluding stock comp) as a percentage of Net Sales Sales and marketing 22.9% 23.0% General and administrative 13.7% 12.3%

7 Select Balance Sheet Data 2015 2016 Q-O-Q Q4 Q1 source / (use) Total Assets 33,903$ 37,565$ Total Liabilities 17,534 21,432 Total Equity 16,369 16,133 33,903 37,565 Cash and cash equivalents 1,679 2,769 Property & equipment, net 5,751 5,879 Major Working Capital Accounts A/R 2,797 3,587 (790) Inventories 22,127 24,257 (2,130) Bulk Wine Deposit 345 25 320 AP & Accrueds 4,176 6,531 2,355 (245) Interest Bearing Debt Credit facilities 9,034 9,995 Other Interest Bearing Debt 3,640 4,036 12,674 14,031 Cash and Cash equivalents (1,679) (2,769) Net Debt 10,995 11,262 267

8 Inventory With lighter 2015 harvest yields and increasing wholesale and direct to consumer sales we anticipate further improvements to our inventory to sales ratio as we move through fiscal 2016. Sept 14 vs. increase / Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Sept 15 (decrease) Grapes, bulk wine and capitalized cultural costs 5,499 7,517 8,260 6,725 7,375 7,993 476 6.3% Bottled wine 11,285 15,565 13,206 15,059 14,003 15,731 (a) 166 1.1% Bottling materials and other 395 578 486 485 544 385 (193) -33.4% Canned wine, net - - - - 205 148 148 n/a 17,179 23,660 21,952 22,269 22,127 24,257 597 2.5% Bulk Wine Deposit 1,424 - - 1,122 345 25 25 n/a 18,603 23,660 21,952 23,391 22,472 24,282 622 2.6% LTM increase in COGS (Wholesale & DTC as adjusted) 14.6% (a) Bottled wine at 9/30/15 includes approximately $900 thousand in Republic of Wine inventory. We did not have inventory for this program in the prior year. Adjusting for this investment, inventory from Sept 14 to Sept 15 would have decreased by 1.2%.

9 Ownership Structure Activity during quarter: • 21,875 equity incentive shares issued 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 9/30/15: 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 0 182,000 0 (182,000) 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 38,677 0 (38,677) 0 0 0 0 38,677 0 312,952 351,629 As of 9/30/15 2,991,326 3,811,318 6,802,644 4,031,995 2,991,326 382,952 7,406,273 44.0% 56.0% 100.0% 54.4% 40.4% 5.2% 100.0% Equity Market Capitalization based on Sept 30, 2015 Class A common stock closing price of $0.95 6,672,155$ Calculated using 4,031,995 Class A common shares outstanding and 2,991,326 LLC units convertible to Class A common stock as of September 30, 2015

BUSINESS UPDATE 10

US Wine Sales • Total 2014 US wine sales = $ 37.6B – California = 70% sales $ (60% vol ) – Imports = 30% • California Wine Sales Grew 4.4% by Volume and 6.7% by Value to $ 26.4B • “ The premium wine segment -- $10 and above -- is strong and with excellent prospects for continued growth over the next few years .” • “ With beverage alcohol production permits exploding by 68% in six years to 14,700 in the U.S., there is enormous competition in the market with a large number of wine, beer and spirits offerings that continue to squeeze distribution channels .” (A) Nielsen 2014 Wine Sales (B) Gomberg Fredrickson International Wine Symposium 2014 (A) (B) 11

Customer Updates • The Kroger Company – Sonoma Ranches brand in stores and selling well • Albertsons/Safeway – Working on focusing inventory and retail assortment to strongest performers – Reducing skus from 13 to 9 to focus on top selling items and growth – Developing annual promotion plan • Target Corporation – Republic Of Wine • 3 items loaded in for OND • Planning production and execution strategy for 2016 • Total Wines & More – Focus on growing existing items with focused support and promotion • Trader Joe’s – Existing two skus selling well – Pitching new items to new buyer • 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 12

Brand Marketing Efforts 13

Market Opportunities and Risks • Opportunities – Overall retail exclusive category is growing faster than branded category – Expansion of retail exclusives into “real” brands • Fewer skus but higher volumes • Retailers eager for annual promotion calendars – Expand retail exclusives and associated execution program to other retailers • Risks – Competition • Large brand focused companies developing private label • Brands are highly penetrated, private label represents shelf expansion • Sales and Marketing muscle – Grape Availability • Short 2015 crop = potential increased spot market pricing • Contract vs. bulk going forward – Retailer Execution • Centralized vs. De - Centralized • Ability and strategic imperative to effectively build brands? • Distributor role in merchandising execution 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 November 17, 2015 18