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 21, 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 September 21, 2016, Truett-Hurst Inc. (NASDAQ: THST), announced its financial results for its fiscal year 2016 ended June 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 September 21, 2016.

99.2 Truett-Hurst, Inc. FY16 Earnings Call Presentation, dated September 21, 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/ Paul Forgue
Paul Forgue
Chief Financial Officer and Chief Operations Officer
		Date: September 22, 2016

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release issued by Truett-Hurst, Inc. on September 21, 2016.
99.2	Truett-Hurst, Inc. FY16 Earnings Call Presentation, dated September 21, 2016.

EX-99.1

Exhibit 99.1

Truett-Hurst, Inc. Reports Results for the Fiscal Year 2016

Ended June 30, 2016

Healdsburg, California (September 21, 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 fiscal year 2016 which ended on June 30, 2016.

FY16 vs. FY15

For the fiscal year 2016, total net sales from continuing operations totaled $25.8 million, an increase of 19.1% compared to the same period in the prior year. Consolidated gross margin from continuing operations was 32.1%, an increase of 2.3% over the prior year.

Wholesale

· Net Sales of $20.0 million (+19.1% or $3.2 million) (prior year impacted by $0.6 million of Paperboy related items)

· Gross Margin of 22.8% (an increase of 2.7 margin points) (prior year impacted by $0.8 million of Paperboy related items and $0.6 million of California Winecraft related items)

· Gross Profit of $4.6 million (+$1.2 million)

Direct to Consumer (DTC)

· Net Sales of $5.8 million (+19.3% or $0.9 million)

· Gross Margin of 64.6% (an increase of 1.1 margin points)

· Gross Profit of $3.7 million (+$0.7 million)

Operating Expenses:

Operating expenses for the fiscal year ended June 30, 2016 were $8.4 million compared to $8.3 million in the same period in the prior year.

“As we continue to focus our wholesale efforts on our top 5 private label customers, I am pleased with our overall net sales increase over the last twelve months,” commented Phillip L. Hurst, Truett-Hurst, Inc.’s President and CEO.

Earnings Call

Truett-Hurst, Inc.’s management will host a conference call today, September 21, 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/1132/17323.

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 10092867. The call will be available one hour after the end of the conference call through September 28, 2016 at 9:00 am ET.

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

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, 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 expected to be 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

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

	June 30, 2016			June 30, 2015
Assets
Current assets:
Cash and cash equivalents	$	4,043		$	1,578
Accounts receivable		2,678			2,783
Inventories, net		19,918			22,080
Bulk wine deposits		271			345
Assets held for sale		-			173
Other current assets		125			311
Total current assets		27,035			27,270
Property and equipment, net		5,583			5,743
Intangible assets, net		496			482
Other assets, net		391			408
Total assets	$	33,505		$	33,903
Liabilities and Equity
Current liabilities:
Lines of  credit	$	10,311		$	9,034
Accounts payable		1,351			2,889
Accrued expenses		795			643
Depletion allowance		610			524
Accrual for sales returns		528			524
Due to related parties		-			134
Liabilities held for sale		-			140
Current maturities of long term debt		475			368
Total current liabilities		14,070			14,256
Deferred rent liability		25			26
Long term debt, net of current maturities		3,189			3,272
Total liabilities		17,284			17,554
Equity:
Stockholders’ equity:
Preferred stock, par value of $0.001 per share, 5,000,000 shares authorized, none issued and outstanding at June 30, 2016 and June 30, 2015		-			-
Class A common stock, par value of $0.001 per share, 15,000,000 authorized, 4,306,609 issued and outstanding at June 30, 2016 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, 7 and 8 issued and outstanding at June 30, 2016 and June 30, 2015, respectively		-			-
Additional paid-in capital		15,794			14,618
Accumulated deficit		(5,600	)		(5,356	)
Total Truett-Hurst, Inc. equity		10,198			9,266
Noncontrolling interest		6,023			7,083
Total equity		16,221			16,349
Total liabilities and equity	$	33,505		$	33,903

TRUETT-HURST, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Fiscal Year Ended
	June 30,
	2016			2015
Sales	$	26,517		$	22,396
Less excise tax		(734	)		(754	)
Net sales		25,783			21,642
Cost of sales		17,496			15,192
Gross profit		8,287			6,450
Operating expenses:
Sales and marketing		5,286			4,991
General and administrative		3,062			3,222
Impairment of other assets		-			112
Loss on disposal of  assets		17			12
Total operating expenses		8,365			8,337
Net loss from operations		(78	)		(1,887	)
Other income (expense):
Interest expense, net		(317	)		(286	)
Other expense		(151	)		(111	)
Total other expense, net		(468	)		(397	)
Net loss before income taxes		(546	)		(2,284	)
Income tax expense		(2	)		(2	)
Net loss from continuing operations		(548	)		(2,286	)
Income (loss) from discontinued operations, net of tax		45			(162	)
Net loss attributable to Truett-Hurst, Inc. and H.D.D. LLC		(503	)		(2,448	)
Net loss attributable to noncontrolling interest: H.D.D. LLC		(259	)		(1,087	)
Net loss attributable to Truett-Hurst, Inc.	$	(244	)	$	(1,361	)
Net loss per share:
Basic and diluted per share	$	(0.06	)	$	(0.35	)
Weighted average shares used in computing net loss per share:
Basic and diluted weighted average shares		4,155,151			3,862,214

TRUETT-HURST, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Fiscal Year Ended
	June 30,
	2016			2015
Cash flows from operating activities:
Net loss	$	(503	)	$	(2,448	)
(Income) loss from discontinued operations, net of tax		(45	)		162
Net loss from continuing operations		(548	)		(2,286	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		707			583
Stock-based compensation		375			561
Reserve for obsolesce of inventories		-			623
Impairment of other assets		-			112
Deferred rent		(1	)		(22	)
Loss on fair value of interest rate swap		143			46
Loss on disposal of assets		17			12
Changes in operating assets and liabilities, net
Accounts receivable		105			510
Inventories		2,162			(5,570	)
Bulk wine deposits		74			1,079
Other current assets		166			(201	)
Accounts payable		(1,538	)		377
Accrued expenses		29			263
Depletion allowance		86			496
Accrual for sales returns		4			524
Due to related parties		(134	)		11
Net cash provided by net operating assets and liabilities of discontinued operations		78			83
Net cash provided by (used in)  operating activities		1,725			(2,799	)
Cash flows from investing activities:
Acquisition of property and equipment		(428	)		(681	)
Acquisition of intangible and other assets		(137	)		(321	)
Proceeds from sale of assets		4			3
Net cash used in investing activities		(561	)		(999	)
Cash flows from financing activities:
Net proceeds from line of credit		1,277			349
Proceeds from long term debt		500			-
Payments on long term debt		(476	)		(333	)
Net cash provided by financing activities		1,301			16
Net change in cash and cash equivalents		2,465			(3,782	)
Cash  and cash equivalents at beginning of year		1,578			5,360
Cash and cash equivalents at end of year	$	4,043		$	1,578
Supplemental disclosure of cash flow information:
Cash paid for interest	$	324		$	258
Cash paid for income taxes	$	1		$	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@truetthurst.com

EX-99.2

Exhibit 99.2

Truett - Hurst, Inc. FY16 Q4 Earnings Call September 21, 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 , 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 – Fourth Quarter: FY16 vs FY15 – FY16 vs FY15 – FY16: Statement of Operations Recap – FY16: Segment Analysis (as Adjusted) – Select Balance Sheet Data • Business Update • Q&A 3

FINANCIAL UPDATE 4

Fourth Quarter: FY16 vs FY15 (continuing operations) ― Total net sales for the fourth quarter were $6.0 million a decrease of 10.5% or $0.7 million versus prior year. Comparisons in the quarter are impacted by performance of the CA Winecraft brand which was launched in Q4FY15 but discontinued in the first half of FY16. ― Overall gross margin percent increased to 30% from 22% ― Wholesale: 4.0 margin point increase (FY15 margin reduced by CA Winecraft inventory reserve) ― DTC: 4.0 margin point increase ― Operating expenses of $2.2 million - unchanged versus prior year 5

FY16 vs FY15 (continuing operations) ― Revenue growth of 19% with net sales of $25.8 million (an increase of $4 million versus prior year) ― 19.1% increase in Wholesale ― 19.3% increase in DTC ― Overall gross margin percent increased to 32% from 30% ― Wholesale: 3.0 margin point increase ― DTC: 100 basis point increase ― Operating expenses of $8.4 million, relatively flat to the prior year 6

7 Statement of Operations FY16 vs FY15 FY 15 FY 16 B / (W)  Net sales 21,642$ 25,783$ 4,141$ 19.1% Gross profit 6,450 8,287 1,837 28.5% Gross Profit % 30% 32% 2% Sales and marketing ex stock comp 4,740 5,237 (497) 10.5% Sales and marketing stock comp 251 49 202 4,991 5,286 (295) 5.9% General and administrative ex stock comp 2,912 2,736 176 -6.0% General and administrative stock comp 310 326 (16) 3,222 3,062 160 -5.0% Other 124 17 107 Total Operating Expenses 8,337 8,365 (28) 0.3% Income (Loss) from Continuing Operations (1,887) (78) 1,809 Non Operating Expenses Interest expense, net (286) (317) (31) Other (111) (151) (40) Income tax expense (2) (2) - (399) (470) (71) Discontinued Operations (162) 45 207 Net Income (Loss) attributable to THI and HDD (2,448)$ (503)$ 1,945$ Operating expenses (excluding stock comp) as a percentage of Net Sales Sales and marketing 21.9% 20.3% General and administrative 13.5% 10.6%

8 Segment Analysis (as Adjusted) FY16 vs FY15 As Adjusted 2015 2016 B / (W) % Net Sales Wholesale (A) 17,385 20,011 2,626 15% Direct to Consumer 4,839 5,772 933 19% 22,224 25,783 3,559 16% Gross Profit Wholesale (A), (B) 4,792 4,708 (84) -2% Direct to Consumer 3,071 3,726 655 21% 7,863 8,434 571 7% Gross Profit % Wholesale 28% 24% -4% Direct to Consumer 63% 65% 2% 35% 33% -2% (A) FY15 reported numbers have been adjusted for (i) the impact of the Paperboy loss contingency accrual and related inventory impairment ($0.6 impact to net sales and $0.8 impact to gross profit) and (ii) impact of CA Winecraft inventory impairment $0.6 million impact to gross profit. (B) FY16 reported numbers have been adjusted for the impact of a $0.2 million inventory impairment related to CA Winecraft.

9 Select Balance Sheet Data 2015 2016 Q4 Q4 Total Assets 33,903$ 33,505$ Total Liabilities 17,554 17,284 Total Equity 16,349 16,221 33,903 33,505 Cash and cash equivalents 1,578 4,043 Property & equipment, net 5,743 5,583 Major Working Capital Accounts source / (use) A/R 2,783 2,678 105 Inventories 22,080 19,918 2,162 Bulk Wine Deposit 345 271 74 AP & Accrueds 4,056 2,756 (1,300) 1,041 Interest Bearing Debt Credit facilities 9,034 10,311 Other Interest Bearing Debt 3,640 3,664 12,674 13,975 Cash and Cash equivalents (1,578) (4,043)  in Net Debt Net Debt 11,096 9,932 (1,164)

BUSINESS UPDATE 10

11 Business Update – Industry Metrics

Customer Highlights 12 Albertsons – October “Boom” promotion – Focus on National Void Report – In/Out product development Trader Joe’s – Dearly Beloved Fearless Flyer in October – Cakebox Petite Sirah re - upped Total Wines & More – Summer/Fall Promos very successful – Several new items under review – Excellent sales Target – ROW Wave 3 sales were fair – Dearly Beloved Promo in October (top 50 brand) – New VP Beverage Alcohol Kroger – Expansion into Ralph’s Colby – International UAL first and business placement

Q & A 13

Contact Information 14 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

Call Playback Information Webcast/PowerPoint/Replay available at: http://www.truetthurstinc.com/index.php?s=151&cat=3 Replay available until September 28, 2016 15