EX-99.1 2 thst-ex991_6.htm EX-99.1 thst-ex991_6.htm

 

Exhibit 99.1

 

 

 

Truett-Hurst, Inc. Reports Second Quarter and First Half Fiscal 2019 Results

Healdsburg, California (February 13, 2019) – 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 Valley of Sonoma County, California, reported results for the second quarter of fiscal year 2019 which ended on December 31, 2018.

First Half FY19 vs. FY18

For the six months ended December 31, 2018, net sales increased $0.2 million or 7.3%, and gross profit margin increased from 57.9% to 60.6%. The increase in gross profit was primarily due to continued efforts to grow the DTC channel through wine club and tasting room sales, as well as special offers presented via email to wine club members and others.

Operating Expenses

Operating expenses for the six months ended December 31, 2018 was $4.5 million compared to $2.8 million in the prior year. Sales and marketing expenses decreased by $0.4 million or 24.7% for the six months ended December 31, 2018 compared to the same period in the prior year. The dollar decrease for the six months ended December 31, 2018 is due to lower hosted wine club events. General and administrative expenses increased by $2.1 million for the six months ended December 31, 2018 compared to the same period in the prior year. The increase was primarily due to the finalization of a $0.5 million legal settlement, and increases in personnel related costs, outside services and consulting expenses associated with compliance efforts associated with the sale of the wholesale business.

Discontinued Operation

During the fourth quarter of fiscal year 2018, we determined to discontinue operations of our wholesale wine business (the “Wholesale Business”). The Company decided to sell all assets and liabilities directly related to those assets associated with the Wholesale Business due to the sustained losses incurred. Further, the Company determined that the discontinued operations represented a strategic shift that will have a major effect on the Company’s operations and financial results since it represented a complete exit from the wholesale business and, therefore, classified the disposal group as held for sale as of June 30, 2018.  The results of discontinued operations are aggregated and separately presented in the consolidated statements of operations, net of income taxes. The assets and liabilities of the discontinued operations are presented separately under the captions “Assets of discontinued operations” and “Liabilities of discontinued operations,” respectively, within the Condensed Consolidated Balance Sheets at December 31, 2018 and June 30, 2018.

On August 13, 2018, the Company successfully executed an Asset Purchase Agreement with Precept Brands LLC (“Precept”), a Washington limited liability company, pursuant to which the Company agreed to sell the aforementioned assets comprising its Wholesale Business to Precept. The Company received aggregate consideration of approximately $18 million in cash and future royalty payments to acquire the wholesale business. After the estimated transaction-related costs and expenses of approximately $0.9 million, the Company used a portion of the remaining proceeds to repay secured and unsecured debt of $12 million. The Company also recorded a gain on sale of discontinued operations of approximately $2.6 million.  

 


 

Second Quarter FY19 vs. FY18

For Q2 of fiscal year 2019, net sales increased $0.05 million or 2.6%, and gross profit margin decreased from 62.5% to 53.8%.  The decrease in gross profit was primarily due to a high volume of sales of one of our wines that was sold at a discount.

Operating Expenses

Operating expenses for the second quarter of fiscal year 2019 ended December 31, 2018 was $2.6 million compared to $1.3 million in the prior year. Sales and marketing expenses decreased by $0.2 million or 23.0% for the second quarter of fiscal year 2019 compared to the same period in the prior year. The dollar decrease for the second quarter of 2019 is due to lower hosted wine club events. General and administrative expenses increased by $1.6 million for the second quarter of fiscal year 2019 compared to the same period in the prior year. The increase was primarily due to the finalization of a $0.5 million legal settlement, and increases in personnel related costs, outside services and consulting expenses associated with compliance efforts associated with the sale of the wholesale business.

Earnings Call

The Company will not be conducting an earnings call related to its results for the second quarter of fiscal year 2019 ended December 31, 2018.

 


 

About Truett-Hurst, Inc.

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

Forward-Looking Statements

This press release for the second quarter of fiscal year 2019 ended December 31, 2018 contains 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 December 31, 2018. 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; risks relating to our inventory; risks relating to our structure; 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 October 15, 2018, 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)

 

 

 

December 31,

2018

 

 

 

June 30,

2018

 

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,619

 

 

$

278

 

Accounts receivable

 

 

1,158

 

 

 

-

 

Inventories

 

 

6,194

 

 

 

5,826

 

Bulk wine deposit

 

 

403

 

 

 

-

 

Other current assets

 

 

474

 

 

 

251

 

Assets of discontinued operations

 

 

-

 

 

 

18,396

 

Total current assets

 

 

11,848

 

 

 

24,751

 

Property and equipment, net

 

 

6,181

 

 

 

6,320

 

Intangible assets, net

 

 

29

 

 

 

38

 

Other assets, net

 

 

59

 

 

 

73

 

Total assets

 

$

18,117

 

 

$

31,182

 

Liabilities and Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Line of credit

 

$

-

 

 

$

8,058

 

Accounts payable

 

 

911

 

 

 

409

 

Accrued expenses

 

 

685

 

 

 

237

 

Accrued legal settlement

 

 

500

 

 

 

-

 

Current maturities of capital lease obligation

 

 

11

 

 

 

11

 

Current maturities of long term debt

 

 

-

 

 

 

3,235

 

Related party grapes payable

 

 

61

 

 

 

-

 

Liabilities of discontinued operations

 

 

242

 

 

 

3,740

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

2,410

 

 

 

15,690

 

Capital lease obligation, net of current maturities

 

 

44

 

 

 

52

 

Total liabilities

 

 

2,454

 

 

 

15,742

 

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 December 31, 2018 and June 30, 2018

 

 

-

 

 

 

-

 

Class A common stock, par value of $0.001 per share, 15,000,000 shares

   authorized, 4,588,087 and 4,535,750 shares issued and outstanding at

   December 31, 2018 and June 30, 2018, respectively

 

 

4

 

 

 

4

 

Class B common stock, par value of $0.001 per share, 1,000 shares

   authorized, 6 shares issued and outstanding at December 31, 2018 and

   June 30, 2018

 

 

-

 

 

 

-

 

Additional paid-in capital

 

 

16,760

 

 

 

16,527

 

Accumulated deficit

 

 

(6,305

)

 

 

(6,299

)

Total Truett-Hurst, Inc. shareholders' equity

 

 

10,459

 

 

 

10,232

 

Noncontrolling interest

 

 

5,204

 

 

 

5,208

 

Total equity

 

 

15,663

 

 

 

15,440

 

Total liabilities and equity

 

$

18,117

 

 

$

31,182

 

 

 


 

TRUETT-HURST, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share data)

 

 

 

Three Months Ended December 31,

 

 

Six Months Ended December 31,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Sales

 

$

1,855

 

 

$

1,803

 

 

$

3,453

 

 

$

3,214

 

Less excise tax

 

 

(4

)

 

 

-

 

 

 

(5

)

 

 

(2

)

  Net sales

 

 

1,851

 

 

 

1,803

 

 

 

3,448

 

 

 

3,212

 

Cost of sales

 

 

856

 

 

 

676

 

 

 

1,35

7

 

 

1,351

 

Gross profit

 

 

995

 

 

 

1,127

 

 

 

2,091

 

 

 

1,861

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

792

 

 

 

1,029

 

 

 

1,285

 

 

 

1,707

 

General and administrative

 

 

1,855

 

 

 

303

 

 

 

3,159

 

 

 

1,093

 

  Gain (loss) on disposal of assets

 

 

-

 

 

 

4

 

 

 

-

 

 

 

(18

)

  Impairment of other assets

 

 

-

 

 

 

-

 

 

 

46

 

 

 

-

 

Total operating expenses

 

 

2,647

 

 

 

1,336

 

 

 

4,490

 

 

 

2,782

 

   Net loss from operations

 

 

(1,652

)

 

 

(209)

 

 

 

(2,399

)

 

 

(921

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income (expense), net

 

 

7

 

 

 

(111

)

 

 

(61

)

 

 

(221

)

Gain (loss) on fair value of interest rate swap

 

 

-

 

 

 

25

 

 

 

(14

)

 

 

27

 

Gain on insurance settlement, net

 

 

-

 

 

 

-

 

 

 

469

 

 

 

-

 

Other income, net

 

 

6

 

 

 

(3)

 

 

 

5

 

 

 

(11)

 

   Total other income (expense), net

 

 

13

 

 

 

(89)

 

 

 

399

 

 

 

(205

)

    Loss before income tax expense

 

 

(1,639

)

 

 

(298)

 

 

 

(2,000

)

 

 

(1,126

)

Income tax expense

 

 

-

 

 

 

(1)

 

 

 

-

 

 

 

-

 

Loss from continuing operations

 

 

(1,639

)

 

 

(299)

 

 

 

(2,000

)

 

 

(1,126

)

(Loss) income from discontinued operations, net of tax

 

 

-

 

 

 

(384)

 

 

 

1,990

 

 

 

151

 

Net loss attributable to Truett-

   Hurst, Inc. and H.D.D. LLC

 

 

(1,639

)

 

 

(683)

 

 

 

(10

)

 

 

(975)

 

Net loss attributable to

   noncontrolling interest: H.D.D. LLC

 

 

(657

)

 

 

(274)

 

 

 

(4

)

 

 

(391)

 

Net loss attributable to Truett-

   Hurst, Inc.

 

$

(982

)

 

$

(409)

 

 

$

(6

)

 

$

(584)

 

Net (loss) income per share, basic and diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.36

)

 

$

(0.07)

 

 

$

(0.44

)

 

$

(0.25

)

Discontinued operations

 

 

-

 

 

 

(0.09)

 

 

 

0.44

 

 

 

0.03

 

Attributable to noncontrolling interest

 

 

(0.14

)

 

 

(0.06)

 

 

 

(0.00

)

 

 

(0.09)

 

Attributable to Truett-Hurst, Inc.

 

$

(0.22

)

 

$

(0.10)

 

 

$

(0.00

)

 

$

(0.13)

 

Weighted average shares used in computing

   net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares

 

 

4,579,861

 

 

 

4,460,417

 

 

 

4,567,914

 

 

 

4,449,208

 

Diluted weighted average shares

 

 

4,579,861

 

 

 

4,460,417

 

 

 

4,567,914

 

 

 

4,449,208

 

 

 

 


 

TRUETT-HURST, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

 

Six Months Ended

 

 

 

December 31,

 

 

 

2018

 

 

2017

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Loss from continuing operations

 

$

(2,000

)

 

$

(1,126

)

Income from discontinued operations, net of tax

 

 

1,990

 

 

 

151

 

Net loss

 

 

(10

)

 

 

(975

)

Adjustments to reconcile net loss to net cash provided by (used in) operating

   activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

427

 

 

 

486

 

Stock-based compensation

 

 

115

 

 

 

102

 

Executive termination benefits

 

 

118

 

 

 

—  

 

Loss (gain) on fair value of interest rate swap

 

 

14

 

 

 

(27

)

Gain on sale of assets

 

 

 

 

 

(19

)

Impairment of intangibles

 

 

46

 

 

 

—  

 

Changes in operating assets and liabilities, net

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(1,158

)

 

 

(1

)

Inventories

 

 

(368

)

 

 

(5,814

)

Bulk wine deposits

 

 

(403

)

 

 

 

Other current assets

 

 

(225)

 

 

 

(39

)

Accounts payable

 

 

502

 

 

 

1,900

 

Accrued expenses

 

 

948

 

 

 

307

 

Proceeds from related parties

 

 

61

 

 

 

 

Net cash provided by (used in) operating activities

 

 

67

 

 

 

(4,080

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Acquisition of property and equipment

 

 

(235

)

 

 

(1,554

)

Proceeds from sale of assets

 

 

 

 

 

23

 

Net cash used in investing activities

 

 

(235

)

 

 

(1,531

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Net (payments on) proceeds from lines of credit

 

 

(8,058

)

 

 

985

 

Proceeds from long term debt

 

 

 

 

 

327

 

Payments on long term debt

 

 

(3,235

)

 

 

(294

)

Payments on capital lease obligation

 

 

(8

)

 

 

(5

)

Net cash (used in) provided by financing activities

 

 

(11,301

)

 

 

1,013

 

Discontinued operations

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

 

14,809

 

 

 

4,077

 

Net cash provided by discontinued operations

 

 

14,809

 

 

 

4,077

 

Net change in cash and cash equivalents

 

 

3,341

 

 

 

(521

)

Cash and cash equivalents at beginning of period

 

 

278

 

 

 

782

 

Cash and cash equivalents at end of period

 

$

3,619

 

 

$

261

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

104

 

 

$

110

 

Cash paid for income taxes

 

 

 

 

$

 

 

 


 

For more information, contact:

Truett-Hurst, Inc.

Karen Weaver,

Chief Financial Officer

Phone: 707.431.4423

Fax: 707.395.0289

Email:  [email protected]