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):

February 8, 2017

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 February 8, 2017, Truett-Hurst Inc. (NASDAQ: THST), announced its financial results for its second quarter fiscal year 2017 ended December 31, 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 February 8, 2017.

99.2 Truett-Hurst, Inc. Second Quarter FY17 Earnings Call Presentation, dated February 8, 2017.

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: February 8, 2017

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release issued by Truett-Hurst, Inc. on February 8, 2017.
99.2	Truett-Hurst, Inc. Second Quarter of FY17 Earnings Call Presentation, dated February 8, 2017.

EX-99.1

Exhibit 99.1

Truett-Hurst, Inc. Reports Second Quarter and First Half Fiscal 2017 Results

Healdsburg, California (February 8, 2017) – Truett-Hurst, Inc. (NASDAQ: THST), which operates an innovative 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 second quarter of fiscal 2017 which ended on December 31, 2016.

First Half FY17 vs. FY16

For the six months ended December 31, 2016, total net sales from continuing operations decreased 21.9% compared to the same period in the prior year and totaled $11.6 million. Consolidated gross margin from continuing operations was 33.3%, an increase of 1.1 margin points over the prior year.

Wholesale

· Net Sales of $8.5 million (-29.3% or $3.5 million)

· Gross Margin of 22.0% (a decrease of 2.1 margin points)

· Gross Profit of $1.9 million (-$1.0 million)

Direct to Consumer (DTC)

· Net Sales of $3.2 million (+8.4% or $0.2 million)

· Gross Margin of 63.5% (a decrease of 1.7 margin points)

· Gross Profit of $2.0 million (+$0.1 million)

Operating Expenses

Operating expenses for the six months ended December 31, 2016 were $4.2 million compared to $4.4 million in the same period in the prior year, though the expenses expressed as a percentage of net sales increased due to the net sales shortfall. Sales and marketing expenses decreased $0.2 million, 22.4% of net sales vs 19.0% from the prior year period. General and administrative expenses decreased $0.1 million, 13.1% of net sales vs 10.8% from the prior year period.

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

Second Quarter FY17 vs. FY16

For the three months ended December 31, 2016, total net sales from continuing operations decreased 33% compared to the same periods in the prior year and totaled $5.7 million. Consolidated gross margin from continuing operations was 35.5%, an increase of 4.5 margin points over the prior year.

Wholesale

· Net Sales of $4.0 million (-42.3% or $2.9 million)

· Gross Margin of 22.4% (a decrease of 0.7 margin points)

· Gross Profit of $.9 million (-$0.7 million)

Direct to Consumer (DTC)

· Net Sales of $1.8 million (+8% or $0.1 million)

· Gross Margin of 64.4% (an increase of 0.3 margin points)

· Gross Profit of $1.2 million (+$0.1 million)

Operating Expenses

Operating expenses for the three months ended December 31, 2016 were flat compared to the same period in the prior year.

“Consistent with our earlier guidance,” commented Phillip L. Hurst, Truett-Hurst, Inc.’s President and CEO, “Our sales were lower in the first half of FY17 compared to FY16 due to our product mix and a non-recurring launch by a large US retailer.”

Earnings Call

Truett-Hurst, Inc.’s management will host a conference on February 8, 2017, 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 2017 Second Quarter Results Call, or visit our webcast link: https://www.webcaster4.com/Webcast/Page/1132/19356.

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 10100030. The call will be available one hour after the end of the conference call through February 15, 2017 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 December 31, 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, expenses, for the period ended December 31, 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)

	December 31, 2016			June 30, 2016
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	26		$	4,043
Accounts receivable		2,011			2,678
Inventories, net		19,755			19,918
Bulk wine deposits		-			271
Other current assets		111			125
Total current assets		21,903			27,035
Property and equipment, net		5,437			5,583
Intangible assets, net		501			496
Other assets, net		334			391
Total assets	$	28,175		$	33,505
Liabilities and Equity
Current liabilities:
Lines of credit	$	4,881		$	10,311
Accounts payable		1,492			1,351
Accrued expenses		667			1,348
Depletion allowance		500			610
Due to related parties		32			-
Current maturities of long term debt		516			475
Total current liabilities		8,088			14,095
Long term debt, net of current maturities		3,233			3,189
Total liabilities		11,321			17,284
Equity:
Stockholders’ equity
Preferred stock, par value of $0.001 per share, 5,000,000 shares authorized, none issued and outstanding at December 31, 2016 and June 30, 2016		-			-
Class A common stock, par value of $0.001 per share, 15,000,000 authorized, 4,351,789 and 4,306,609 issued and outstanding at December 31, 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 December 31, 2016 and June 30, 2016		-			-
Additional paid-in capital		15,945			15,794
Accumulated deficit		(5,330	)		(5,600	)
Total Truett-Hurst, Inc. equity		10,619			10,198
Noncontrolling interest		6,235			6,023
Total equity		16,854			16,221
Total liabilities and equity	$	28,175		$	33,505

TRUETT-HURST, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(unaudited)

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2016			2015			2016			2015
Sales	$	5,958		$	8,748		$	12,060		$	15,280
Less excise tax		(221	)		(242	)		(438	)		(405	)
Net sales		5,737			8,506			11,622			14,875
Cost of sales		3,700			5,866			7,756			10,086
Gross profit		2,037			2,640			3,866			4,789
Operating expenses:
Sales and marketing		1,380			1,384			2,604			2,822
General and administrative		706			719			1,518			1,609
Loss (gain) on disposal of assets		26			-			43			(1	)
Total operating expenses		2,112			2,103			4,165			4,430
(Loss)  income  from operations		(75	)		537			(299	)		359
Other income (expense)
Interest expense, net		(96	)		(86	)		(176	)		(169	)
Other		101			25			959			(69	)
Total other income (expense), net		5			(61	)		783			(238	)
Net (loss) income before income taxes		(70	)		476			484			121
Income tax expense		(1	)		(1	)		(2	)		(1	)
Net (loss) income from continuing operations		(71	)		475			482			120
Income from discontinued operations, net of tax		-			30			-			45
Net (loss) income attributable to Truett-Hurst, Inc. and H.D.D. LLC		(71	)		505			482			165
Net (loss) income attributable to noncontrolling interest: H.D.D. LLC		(25	)		270			212			(144	)
Net (loss) income attributable to Truett-Hurst, Inc.	$	(46	)	$	235		$	270		$	21
Net (loss) income per share:
Basic per share	$	(0.01	)	$	0.06		$	0.06		$	0.01
Diluted per share	$	(0.01	)	$	0.03		$	0.04		$	0.00
Weighted average shares used in computing net (loss) income per share:
Basic weighted average shares		4,314,553			4,062,341			4,310,559			4,045,634
Diluted weighted average shares		4,314,553			7,239,918			7,510,936			7,200,405

TRUETT-HURST, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

	Six Months Ended
	December 31,
	2016			2015
Cash flows from operating activities:
Net income	$	482		$	165
Income from discontinued operations, net of tax		-			(45	)
Net income from continuing operations		482			120
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		410			295
Reserve for assets to be abandoned		127			-
Stock-based compensation		151			172
(Gain) loss on fair value of interest rate swap		(130	)		37
Loss (gain) on disposal of assets		43			(1	)
Changes in operating assets and liabilities, net
Accounts receivable		667			(836	)
Inventories		163			1,930
Bulk wine deposits		271			320
Other current assets		22			104
Accounts payable		141			(248	)
Accrued expenses		(557	)		228
Depletion allowance		(110	)		120
Due to related parties		32			104
Cash provided by discontinued operations		-			55
Net cash provided by operating activities		1,712			2,400
Cash flows from investing activities:
Acquisition of property and equipment		(371	)		(368	)
Acquisition of intangible and other assets		(18	)		(53	)
Proceeds from sale of assets		5			2
Net cash used in investing activities		(384	)		(419	)
Cash flows from financing activities:
Net (payments on) proceeds from line of credit		(5,430	)		1,229
Proceeds from long term debt		387			443
Payments on long term debt		(302	)		(214	)
Net cash (used in) provided by financing activities		(5,345	)		1,458
Net change in cash and cash equivalents		(4,017	)		3,439
Cash and cash equivalents at beginning of period		4,043			1,578
Cash and cash equivalents at end of period	$	26		$	5,017
Supplemental disclosure of cash flow information:
Cash paid for interest	$	174		$	169
Cash paid for income taxes	$	2		$	-
Non-cash financing activity:
Conversion of equipment line of credit to term loan	$	387		$	500

For more information, contact:

Truett-Hurst, Inc.

Evan B. Meyer,

Chief Financial Officer

Phone: 707.431.4423

Fax: 707.395.0289

Email: evan@truetthurstinc.com

EX-99.2

Exhibit 99.2

February 8, 2017 NASDAQ: THST 1 Truett - Hurst, Inc. FY17 Q2 Earnings Call

Agenda • Financial Update • Second Quarter: FY17 vs. FY16 • First Half: FY17 vs. FY16 • First Half: Statement of Operations Recap • First Half: Segment Analysis • Select Balance Sheet Data • Business Update • Q&A • Appendix – Ownership Structure 2/8/17 2

FINANCIAL UPDATE 2/8/17 3

Q2: FY17 vs. FY16 2/8/17 4 FY 16 FY 17 B / (W) % D 1 Net sales 8,506$ 5,737$ (2,769)$ -32.6% 2 Gross profit 2,640 2,037 (603) -22.8% 3 Gross Profit % 31.0% 35.5% 4.5% 4 Sales and marketing ex stock comp 1,377 1,370 7 -0.5% 5 Sales and marketing stock comp 7 10 (3) 6 1,384 1,380 4 -0.3% 7 General and administrative ex stock comp 641 660 (19) 3.0% 8 General and administrative stock comp 78 46 32 9 719 706 13 -1.8% 10 Other - 26 (26) 11 Total operating expenses 2,103 2,112 (9) 0.4% 12 Income (loss) from continuing operations 537 (75) (612) 114.0% Non Operating Expenses 13 Interest expense, net (86) (96) (10) 14 Gain on termination of lease - 5 5 15 Other 25 96 71 16 Income tax expense (1) (1) - 17 Net (loss) income (62) 4 66 18 Discontinued operations 30 - (30) 19 Net income (loss) attributable to THI and HDD 505$ (71)$ (576)$ 20 EBITDA (a) 716 236 (480) Opex (excluding stock comp) as % of Net Sales: 21 Sales and marketing 16.2% 23.9% 22 General and administrative 7.5% 11.5% (a) Non-GAAP financial measure defined as Earnings before Interest, Taxes, Depreciation, and Amortization Q2

First Half: FY17 vs. FY16 2/8/17 5 FY 16 FY 17 B / (W) % D 1 Net sales 14,875$ 11,622$ (3,253)$ -21.9% 2 Gross profit 4,789 3,866 (923) -19.3% 3 Gross Profit % 32.2% 33.3% 1.1% 4 Sales and marketing ex stock comp 2,803 2,584 219 -7.8% 5 Sales and marketing stock comp 19 20 (1) 6 2,822 2,604 218 -7.7% 7 General and administrative ex stock comp 1,456 1,387 69 -4.7% 8 General and administrative stock comp 153 131 22 9 1,609 1,518 91 -5.7% 10 Other (1) 43 (44) 11 Total operating expenses 4,430 4,165 265 -6.0% 12 Income (loss) from continuing operations 359 (299) (658) 183.3% Non Operating Expenses 13 Interest expense, net (169) (176) (7) 14 Gain on termination of lease - 849 849 15 Other (69) 110 179 16 Income tax expense (1) (2) (1) 17 Net (loss) income (239) 781 1,020 18 Discontinued operations 45 - (45) 19 Net income attributable to THI and HDD 165$ 482$ 317$ 20 EBITDA (a) 585 1,197 612 Opex (excluding stock comp) as % of Net Sales: 21 Sales and marketing 18.8% 22.2% 22 General and administrative 9.8% 11.9% (a) Non-GAAP financial measure defined as Earnings before Interest, Taxes, Depreciation, and Amortization First Half

Q2: Statement of Ops Recap 2/8/17 6 Q2 - FY17 vs. FY16 • Revenue decreased 32.6% on net sales of $5.7 million (a reduction of $2.8 million vs. the prior year) o 42.3% decline in Wholesale o 8.0% increase in DTC • Overall gross margin % increased to 35.5% from 31.0% o Wholesale: 0.7 margin point decrease o DTC: 0.3 margin point increase • Operating expenses of $2.1 million were flat compared to the prior year

First Half: Statement of Ops Recap 2/8/17 7 First Half - FY17 vs. FY16 • Revenue decreased 21.9% on net sales of $11.6 million (a reduction of $3.3 million vs. the prior year) o 29.3% decline in Wholesale o 8.4% increase in DTC • Overall gross margin % increased to 33.3% from 32.2% o Wholesale: 2.1 margin point decrease o DTC: 1.7 margin point decrease • Operating expenses of $4.2 million decreased $0.3 million vs. the prior year

First Half: Segment Analysis 2/8/17 8 FY16 FY17 B / (W) % D Net Sales 1 Wholesale 11,960 8,461 (3,499) -29.3% 2 Direct to Consumer 2,915 3,161 246 8.4% 3 14,875 11,622 (3,253) -21.9% Gross Profit 4 Wholesale 2,888 1,858 (1,030) -35.7% 5 Direct to Consumer 1,901 2,008 107 5.6% 6 4,789 3,866 (923) -19.3% Gross Profit % 7 Wholesale 24.1% 22.0% -2.1% 8 Direct to Consumer 65.2% 63.5% -1.7% 9 32.2% 33.3% 1.1% First Half

Select Balance Sheet Data 2/8/17 9 6/30/16 12/31/16 1 Total assets 33,505$ 28,175$ 2 Total liabilities 17,284 11,321 3 Total equity 16,221 16,854 4 33,505 28,175 5 Cash and cash equivalents 4,043 26 6 Property & equipment, net 5,583 5,437 Major Working Capital Accounts Source / (Use) 7 Accounts receivable 2,678 2,011 667 8 Inventories 19,918 19,755 163 9 Bulk wine deposits 271 - 271 10 Accounts payable & accruals 3,309 2,691 (618) 11 483 Interest Bearing Debt 12 Credit facilities 10,311 4,881 13 Other interest bearing debt 3,664 3,749 14 13,975 8,630 15 Less: Cash and cash equivalents (4,043) (26) D in Net Debt 16 Net debt 9,932$ 8,604$ (1,328)

BUSINESS UPDATE 2/8/17 10

Business Update (Page 1) Key Industry Trends: • Short 2015 California harvest (primarily in premium Coastal regions) and higher demand has led to increasing 2016 premium grape prices • Continued acquisitions in premium/luxury segment (Prisoner, Patz & Hall) • Strengthening imports/weakening exports: strong dollar and consumer experimentation Customer Updates: • Albertsons o New buyers in place in key regions o Renewed focus on private labels o Mandated promotions and programs • Trader Joe’s o Cakebox Petite Sirah building sales o Post Fearless Flyer, Sauvignon Republic, and Dearly Beloved have grown o New items under consideration • Total Wines & More o Strong growth across all brands o New products: Bourbon Barrel Zin and New Zealand SB to launch end of CY17 o Promotions across the board • Target o ROW under consideration for permanent listing + in/out items o Dearly Beloved going strong • Kroger o Expansion into Ralph’s complete o Working on new proposals • Colby Red o Some growth, requires more sales support o Expanding customers in FY17 o Dearly Beloved expanding 2/8/17 11

Business Update (Page 2) • Reduce distribution voids with existing customers and SKUs • Focus on promoting and programing key brands to obtain scale • Strengthen distributor partnerships / focus on store level execution • Expand sales resources • Product l ine extensions • Existing customers expanding offerings • New c ustomer acquisitions • Top 50 wine r etailers : Costco, Wal Mart, HEB, Meijer, Publix, etc. • Broad market brand development • Dearly Beloved • VML • Colby • Develop permanent tasting room for VML to stabilize sales, then grow 2/8/17 12

Q&A 2/8/17 13

APPENDIX 2/8/17 14

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 12/31/16: 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 0 181,272 181,272 Equity Incentives Granted - Options 0 0 0 0 0 630,000 630,000 Equity Incentives Cancelled - Options (270,000) (270,000) Equity Incentives Vested 132,259 (132,259) 0 Equity Incentives Cancelled 0 0 0 0 (43,750) (43,750) 0 0 0 132,259 0 365,263 497,522 As of 12/31/16 2,835,114 3,967,530 6,802,644 4,351,789 2,835,114 365,263 7,552,166 41.7% 58.3% 100.0% 57.6% 37.5% 4.8% 100.0% Equity Market Capitalization based on December 31, 2016 Class A common stock closing price of $1.78 12,792,687$ Calculated using 4,351,789 Class A common shares outstanding and 2,835,114 LLC units convertible to Class A common stock as of December 31, 2016 2/8/17 15

Contact Information 16 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