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 7, 2016

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 7, 2016, Truett-Hurst Inc. (NASDAQ: THST), announced its financial results for its first quarter fiscal year 2017 ended September 30, 2016.  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 7, 2016.

99.2 Truett-Hurst, Inc. First Quarter FY17 Earnings Call Presentation, dated November 7, 2016.

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/ Evan B Meyer
	Evan B Meyer
	Chief Financial Officer
		Date: November 7, 2016

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release issued by Truett-Hurst, Inc. on November 7, 2016.
99.2	Truett-Hurst, Inc. First Quarter of FY17 Earnings Call Presentation, dated November 7, 2016.

EX-99.1

Exhibit 99.1

Truett-Hurst, Inc. Reports Results for the First Quarter of Fiscal Year 2017

Ended September 30, 2016

Healdsburg, California (November 7, 2016) – 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 year 2017 which ended on September 30, 2016.

First Quarter FY17 vs. FY16

For the first quarter of fiscal year 2017, total net sales from continuing operations totaled $5.9 million, a decrease of 7.6% compared to the same period in the prior year. Consolidated gross margin from continuing operations was 31.1%, a decrease of 2.7% over the prior year.

Wholesale

· Net Sales of $4.5 million ( a decrease of 11.7%) or $.6 million)

· Gross Margin of 21.6% (an decrease of 4.0 margin points)

· Gross Profit of $1.0 million (a decrease of $0.3 million)

Direct to Consumer (DTC)

· Net Sales of $1.4 million ( an increase of 9.1% or $0.1 million)

· Gross Margin of 62.3% (a decrease of 4.4 margin points)

· Gross Profit of $0.8 million, flat to prior year

Operating Expenses:

Operating expenses for the three months ended September 30, 2016 were $2.1 million compared to $2.3 million in the same period in the prior year.

“We exceeded our case sales objectives, however, the mix varied from expectation therefore our wholesale net sales and gross margins were lower, DTC gross margins are down due to several online promotions and should come back up over the year.  I’m pleased that are our expenses were lower as we work to get our mix back on track”, commented Phillip L. Hurst, Truett-Hurst, Inc.’s President and CEO.

Earnings Call

Truett-Hurst, Inc.’s management will host a conference call today, November 7, 2016, 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 Year 2016 Results Call, or visit our webcast link: https://www.webcaster4.com/Webcast/Page/1132/17739.

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 10094603. The call will be available one hour after the end of the conference call through November 14, 2016 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 first quarter ended September 30, 2016 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, and expenses for the periods after June 30, 2016. 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, 2016, 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 SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data/per share data)

	September 30, 2016			June 30, 2016
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	4,324		$	4,043
Accounts receivable		3,890			2,678
Inventories, net		21,666			19,918
Bulk wine deposits		-			271
Other current assets		215			125
Total current assets		30,095			27,035
Property and equipment, net		5,560			5,583
Intangible assets, net		498			496
Other assets, net		367			391
Total assets	$	36,520		$	33,505
Liabilities and Equity
Current liabilities:
Lines of credit	$	10,034		$	10,311
Accounts payable		4,055			1,351
Accrued expenses		976			820
Depletion allowance		612			610
Due to related parties		64			-
Accrual for sales returns		34			528
Current maturities of long term debt		512			475
Total current liabilities		16,287			14,095
Long term debt, net of current maturities		3,363			3,189
Total liabilities		19,650			17,284
Commitments and contingencies
Equity:
Stockholders’ equity
Preferred stock, par value of $0.001 per share, 5,000,000 shares authorized,
none issued and outstanding at September 30, 2016 and June 30, 2016		-			-
Class A common stock, par value of $0.001 per share, 15,000,000 authorized,
4,306,609 issued and outstanding at September 30, 2016 and June 30, 2016		4			4
Class B common stock, par value of $0.001 per share, 1,000 authorized, 7
issued and outstanding at September 30, 2016 and June 30, 2016		-			-
Additional paid-in capital		15,889			15,794
Accumulated deficit		(5,283	)		(5,600	)
Total Truett-Hurst, Inc. equity		10,610			10,198
Noncontrolling interest		6,260			6,023
Total equity		16,870			16,221
Total liabilities and equity	$	36,520		$	33,505

TRUETT-HURST, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share data/per share data)

(unaudited)

	Three Months Ended
	September 30,
	2016			2015
Sales	$	6,102		$	6,533
Less excise tax		(216	)		(163	)
Net sales		5,886			6,370
Cost of sales		4,056			4,220
Gross profit		1,830			2,150
Operating expenses:
Sales and marketing		1,224			1,438
General and administrative		812			891
Loss (gain) on disposal of assets		17			(1	)
Total operating expenses		2,053			2,328
Loss from operations		(223	)		(178	)
Other income (expense):
Interest expense, net		(80	)		(83	)
Gain on termination of lease		844			-
Other		14			(93	)
Total other income (expense), net		778			(176	)
Net income (loss) before income taxes		555			(354	)
Income tax expense		1			-
Net income (loss) from continuing operations		554			(354	)
Income from discontinued operations, net of tax		-			16
Net income (loss) attributable to Truett-Hurst, Inc. and H.D.D. LLC		554			(338	)
Net (income) loss attributable to noncontrolling interest: H.D.D. LLC		(237	)		126
Net income (loss) attributable to Truett-Hurst, Inc.	$	317		$	(212	)
Net income (loss) per share:
Basic weighted avg shares	$	0.07		$	(0.05	)
Diluted weighted average shares	$	0.04		$	-
Weighted average shares used in computing net income (loss) per share:
Basic weighted average shares		4,306,609			4,027,183
Diluted weighted average shares		7,675,917			-

TRUETT-HURST, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

	Three Months Ended
	September 30,
	2016			2015
Cash flows from operating activities:
Net income (loss)	$	554		$	(338	)
Income from discontinued operations, net of tax		-			(16	)
Net income (loss) from continuing operations		554			(354	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		200			154
Reserve for assets to be abandoned		127			-
Stock-based compensation		95			86
(Gain) loss on fair value of interest rate swap		(23	)		72
Loss (gain) on disposal of assets		17			(1	)
Changes in operating assets and liabilities, net
Accounts receivable		(1,212	)		(797	)
Inventories		(1,748	)		(2,148	)
Bulk wine deposit		271			320
Other current assets		(90	)		176
Accounts payable		2,704			1,972
Accrued expenses		179			401
Depletion allowance		2			(100	)
Accrual for sales returns		(494	)		(6	)
Due to related parties		64			200
Cash provided by discontinued operations		-			61
Net cash provided by operating activities		646			37
Cash flows from investing activities:
Acquisition of property and equipment		(288	)		(260	)
Acquisition of intangible and other assets		(15	)		(42	)
Proceeds from sale of assets		4			2
Net cash used in investing activities		(299	)		(300	)
Cash flows from financing activities:
Net (payments on) proceeds from line of credit		(277	)		961
Proceeds from long-term debt		387			481
Payments on long-term debt		(176	)		(85	)
Net cash (used in) provided by financing activities		(66	)		1,357
Net change in cash and cash equivalents		281			1,094
Cash and cash equivalents at beginning of period		4,043			1,578
Cash and cash equivalents at end of period	$	4,324		$	2,672
Supplemental disclosure of cash flow information:
Cash paid for interest	$	80		$	81
Cash paid for income taxes	$	1		$	-

For more information, contact:

Truett-Hurst, Inc.

Evan Meyer,

Chief Financial Officer

Phone: 707.431.4423

Fax: 707.395.0289

Email: Evan@truetthurst.com

EX-99.2

Exhibit 99.2

Truett - Hurst, Inc. FY17 Q1 Earnings Call November 7, 2016 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 , 2016 on Form 10 - K filed on September 28 , 2016 , 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 • Evan Meyer Introduction • Financial Update – First Quarter: FY17 vs FY16 – Three Months Ended September 30: Statement of Operations Recap – Three Months Ended September 30: Segment Analysis – Select Balance Sheet Data • Q&A • Appendix – Ownership Structure 3

FINANCIAL UPDATE 4

First Quarter Highlights FY17 vs FY16 ― Revenue dropped 7.6% on net sales of $5.9 million (a decrease of $0.5 million versus prior year) ― 11.7% decline in Wholesale ― 9.1% increase in DTC The company exceeded its case sales goals, however, the product mix varied from expectations so revenues were lower. ― Overall gross margin percent decreased to 31.1% from 33.8% ― Wholesale: 4.1 margin point decrease ― DTC: 4.3 margin point decrease As discussed above, the unexpected mix of products sold during the quarter carried lower margins. In addition, DTC margins were down due to several online promotions and should increase over the course of the fiscal year. ― Operating expenses of $2.1 million, a decrease of $0.3 million versus prior year The decrease in opex was primarily driven by lower employee wages and benefits. Other income includes a net $0.8 million gain from the settlement and termination of the VML tasting room and winery lease. 5

6 Statement of Operations Q1: FY17 vs FY16 FY 16 FY 17 B / (W) % D 1 Net sales 6,370$ 5,886$ (484)$ -7.6% 2 Gross profit 2,150 1,830 (320) -14.9% 3 Gross Profit % 33.8% 31.1% -2.7% 4 Sales and marketing ex stock comp 1,427 1,214 213 -14.9% 5 Sales and marketing stock comp 11 10 1 6 1,438 1,224 214 -14.9% 7 General and administrative ex stock comp 816 727 89 -10.9% 8 General and administrative stock comp 75 85 (10) 9 891 812 79 -8.9% 10 Other (1) 17 (18) 11 Total Operating Expenses 2,328 2,053 275 -11.8% 12 (Loss) from Continuing Operations (178) (223) (45) -25.3% Non Operating Expenses 13 Interest expense, net (83) (80) 3 14 Gain on Termination of Lease - 844 844 15 Other (93) 14 107 16 Income tax expense - (1) (1) 17 Net Income (Loss) (176) 777 953 18 Discontinued Operations 16 - (16) 19 Net Income (Loss) attributable to THI and HDD (338)$ 554$ 892$ Opex (excluding stock comp) as % of Net Sales: 20 Sales and marketing 22.4% 20.6% 21 General and administrative 12.8% 12.4% Q1

7 Segment Analysis Q1: FY17 vs FY16 FY16 FY17 B / (W) % D Net Sales 1 Wholesale 5,109 4,510 (599) -11.7% 2 Direct to Consumer 1,261 1,376 115 9.1% 3 6,370 5,886 (484) -7.6% Gross Profit 4 Wholesale 1,309 972 (337) -25.7% 5 Direct to Consumer 841 858 17 2.0% 6 2,150 1,830 (320) -14.9% Gross Profit % 7 Wholesale 25.6% 21.6% -4.1% 8 Direct to Consumer 66.7% 62.4% -4.3% 9 33.8% 31.1% -2.7% Q1

8 Select Balance Sheet Data September 30: FY17 vs FY16 FY16 FY17 1 Total Assets 33,505$ 36,520$ 2 Total Liabilities 17,284 19,650 3 Total Equity 16,221 16,870 4 33,505 36,520 5 Cash and cash equivalents 4,043 4,324 6 Property & equipment, net 5,583 5,560 Major Working Capital Accounts source / (use) 7 A/R 2,678 3,890 (1,212) 8 Inventories 19,918 21,666 (1,748) 9 Bulk Wine Deposit 271 - 271 10 AP & Accrueds 2,781 5,707 2,926 11 237 Interest Bearing Debt 12 Credit facilities 10,311 10,034 13 Other Interest Bearing Debt 3,664 3,875 14 13,975 13,909 15 Cash and Cash equivalents (4,043) (4,324) D in Net Debt 16 Net Debt 9,932 9,585 (347) Q1

Q & A 9

A PPENDIX O WNERSHIP S TRUCTURE 10

11 Ownership Structure 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 9/30/16: LLC Conversions (1,267,530) 1,267,530 0 1,267,530 (1,267,530) 0 0 Vesting of Equity Incentives Outstanding @ IPO Date 0 0 0 252,000 0 (252,000) 0 Post IPO Equity Incentives Equity Incentives Granted - RSA / RSU 0 0 0 0 0 181,273 181,273 Equity Incentives Granted - Options 0 0 0 0 0 560,000 560,000 Equity Incentives Cancelled - Options (120,000) (120,000) Equity Incentives Vested 0 0 0 87,079 0 (87,079) 0 0 0 0 87,079 0 534,194 621,273 As of 9/30/16 2,835,114 3,967,530 6,802,644 4,306,609 2,835,114 534,194 7,675,917 41.7% 58.3% 100.0% 56.1% 36.9% 7.0% 100.0% Equity Market Capitalization based on September 30, 2016 Class A common stock closing price of $1.61 11,498,174$ Calculated using 4,306,609 Class A common shares outstanding and 2,835,114 LLC units convertible to Class A common stock as of September 30, 2016

Contact Information 12 Phillip L. Hurst Chief Executive Officer, President Email: phil@truetthurst.com T: 707.431.4408 M: 707.318.7480 Evan B. Meyer Chief Financial Officer Email: evan@truetthurst.com T: 707.431.4423 M: 415.987.2185 www.truetthurstinc.com ir@truetthurstinc.com

Call Playback Information Webcast/PowerPoint/Replay available at: http://www.truetthurstinc.com/index.php?s=151&cat=3 Replay available until November 14, 2016 13